HomeMy WebLinkAbout1999 07 08 Other Item 1
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$7,998,969.75
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING
REVENUE BONDS,
SERIES 1999
BOND PURCHASE AGREEMENT
July 8, 1999
Honorable Members
of the City Commission of
the City of Winter Springs, Florida
Winter Springs, Florida
Ladies and Gentlemen:
The undersigned, Hanifen, Imhoff Inc" on behalf of itself and Gardnyr Michael Capital, Inc.
(collectively, the "Underwriter"), offers to enter into this Bond Purchase Agreement (this "Agreement")
with the City of Winter Springs, Florida (the "City"), which, upon the acceptance of this offer and the
execution of this Agreement by the City, shall be in full force and effect in accordance with its terms and
shall be binding upon the City and the Underwriter. This offer is made subject to your acceptance and
execution of this Agreement on or before 12:00 p.m., Eastern Time, on the date hereof, and, if not so
accepted, will be subject to withdrawal by the Underwriter upon oral or written notice delivered by the
Underwriter to the City at any time prior to the acceptance hereof by the City. Unless otherwise
indicated, capitalized terms used herein without definitions shall have the meanings ascribed thereto in
the Official Statement. .
1. Purchase of Bonds; Security Deposit.
(a) Upon the terms and conditions and upon the basis of the representations,
warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City,
and the City hereby agrees to issue, sell and deliver to the Underwriter, all (but not less than all) of the
$7,998,969.75 aggregate principal amount of City of Winter Springs, Florida Improvement Refunding
Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), at a purchase price of $7,910,725.19
(representing 98.9% of the original principal amount thereof, taking into account an original issue
discount in the case of the Series 1999 Current Interest Bonds (as hereinafter defined) of $10,254.60 and
an underwriter's discount of $77,989,96) (the "Purchase Price"), plus accrued interest on the Series 1999
Current Interest Bonds from July 1, 1999 to the Closing Date (hereinafter defined). The Underwriter
agrees to make a bona fide public offering of substantially all of the Series 1999 Bonds to the public at
initial public offering prices not greater than (or yields not less than) the initial public offering prices (or
yields) set forth in the Official Statement (hereinafter defined); provided, however, that the Underwriter
reserves the right to make concessions to certain dealers, certain dealer banks and banks acting as agents
and to change such initial public offering prices as the Underwriter shall deem necessary in connection
with the marketing of the Series 1999 Bonds. Hanifen, Imhoff Inc. hereby represents that it is authorized
to execute and deliver the Agreement on behalf of the Underwriter.
(b) The Underwriter has delivered to the City herewith a cashier's check equal to at
least 1 % of the aggregate principal amount of the Series 1999 Bonds that (i) pay interest semiannually
(the "Series 1999 Current Interest Bonds") and (ii) the original principal amount of the Series 1999 Bonds
that pay interest only at redemption or maturity (the "Series 1999 Capital Appreciation Bonds") as a
security deposit, payable to the City. In the event you do not accept this offer, such check shall be
immediately returned to the Underwriter uncashed. If this offer is accepted, the check will be held
uncashed as security for the performance by the Underwriter of its obligations to purchase, to accept
delivery of and to pay for the Series 1999 Bonds at the Closing. In the event of your failure to deliver the
Series 1999 Bonds at the Closing, or if you shall be unable to satisfy the conditions of the obligations of
the Underwriter contained herein, or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Agreement, the check shall be immediately returned to the Underwriter
uncashed, and such return shall constitute a full release and discharge of all claims by the Underwriter
arising out of the transactions contemplated hereby. In the event that the Underwriter fails (other than for
reasons permitted hereunder) to accept delivery of and to pay for the Series 1999 Bonds at the Closing,
the check shall be cashed and the proceeds thereof retained by you as and for full liquidated damages for
such failure and for any defaults hereunder on the part of the Underwriter, and such retention shall
constitute a full release and discharge of all claims by the City against the Underwriter arising out of the
transactions contemplated hereby.
2. The Series 1999 Bonds. The Series 1999 Bonds shall be as described in, and shall be
issued and secured under and pursuant to, the Constitution and Chapter 166, Part n, Florida Statutes, as
amended, the City Charter and other applicable provisions of law (collectively, the "Act") and Resolution
No. 615, adopted by the City Commission of the City (the "City Commission"), on May 1, 1989, as
amended and supplemented, as amended and supplemented by the resolution adopted by the City
Commission of the City on June 14, 1999, and particularly as amended and supplemented by the
resolution adopted by the City Commission of the City on July 8, 1999 (collectively, the "Bond
Resolution"). The Series 1999 Bonds shall mature on such dates, shall bear interest at such rates, and
shall be subject to redemption as set forth on Exhibit B hereto.
In connection with the public offering of the Series 1999 Bonds, the Underwriter has delivered to
the City a letter containing the information required by Chapter 218.385(6) of the Florida Statutes which
letter is attached hereto as Exhibit "A."
3. Purpose of the Series 1999 Bonds. The City is proposing to issue the Series 1999 Bonds
to provide funds to (i) acquire and construct certain City owned capital projects (ii) refund all of the
City's Outstanding Improvement Refunding Revenue Bonds, Series 1989 (the "Prior Bonds"), (iii)
purchase a surety bond for deposit to the subaccount in the Reserve Account, and (iv) finance the costs of
issuance of the Series 1999 Bonds including the municipal bond insurance premium.
It shall be a condition to the obligation of the City to sell and deliver the Series 1999 Bonds to the
Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Series 1999
Bonds, that the entire aggregate principal amount of the Series 1999 Bonds shall be sold and delivered by
the City and paid for by the Underwriter at the Closing.
4. Truth-In-Bonding Statement. The Series 1999 Bonds are expected to be repaid over a
period of approximately thirty (30) years. At the interest rates set forth on the cover page of the Official
Statement, total interest paid over the life of the Series 1999 Bonds will be $12,495,938.38. As described
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in the Official Statement, the source of repayment or security for the Series 1999 Bonds are the Excise
Taxes (as defined in the Official Statement). Authorizing the Series 1999 Bonds will result in a
maximum of $1,275,000 of such Excise Taxes not being available to finance other services of the City
each year over the approximate thirty (30) year period.
5. Official Statement. As soon as practicable after the date hereof, and, in any event, nO
later than seven (7) business days after the date hereof, the City shall, so as to enable the Underwriter to
comply with the provisions of the Securities and Exchange Commission ("SEC") Rule 15c2-12 (the
"Rule"), deliver to the Underwriter a sufficient number of printed copies of the final Official Statement
with respect to the Series 1999 Bonds, dated the date hereof (including the cover page, the summary
statement and the appendices contained therein, the "Official Statement").
6. Use of Preliminary Official Statement and Official Statement. The City hereby
authorizes and ratifies the use by the Underwriter of the Preliminary Official Statement, dated June 8,
1999 (which, together with the cover page, summary statement and all appendices included therein is
herein called the "Preliminary Official Statement"), prior to the date hereof, and authorizes the use by the
Underwriter of the Official Statement, as the same may be modified, amended or supplemented upon
mutual agreement of the City and the Underwriter in connection with the public offering and sale of the
Series 1999 Bonds.
7. Conditions Precedent to Execution of this Agreement by the Underwriter. On or before
the acceptance by the City of this Agreement, the City shall deliver to the Underwriter, together with such
reasonable number of copies thereof as the Underwriter may request, certified copies of the Bond
Resolution.
8. Representations and Warranties of the City. The City represents and warrants to the
Underwriter as follows:
(a) As of their respective dates, at the time of acceptance hereof and at the time of
Closing, the statements and information contained in the Preliminary Official Statement (other than as
modified in the Official Statement), the Official Statement, and this Agreement supplied by or attributed
to the City are and will be accurate in all material respects for the purposes for which their use is
authorized, and do not and will not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. In addition, any amendments to the Official Statement prepared and
furnished by the City pursuant hereto will not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(b) As of its date, the Preliminary Official Statement was deemed "final" by the City
for purposes of paragraph (b)(I) of the Rule and as of this date, the Official Statement is deemed "final"
by the City for purposes of the Rule.
(c) The City has duly authorized the execution, delivery and due performance of this
Agreement.
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(d) When executed and delivered by the City in accordance with the provisions of
this Agreement, the Series 1999 Bonds will have been duly authorized by the City, in the manner required
under applicable law, executed, issued and delivered and will constitute valid and binding special
obligations of the City, enforceable against the City in accordance with their terms, in conformance with
the Act and the Bond Resolution, such enforceability being subject to bankruptcy, insolvency,
reorganization, moratorium or similar laws, relating to or affecting the enforcement of creditors' rights
generally and to the exercise of judicial discretion in accordance with general principles of equity.
(e) The adoption by the City of the Bond Resolution and the execution and delivery
by the City of this Agreement, the Escrow Deposit Agreement between the City and SunTrust Bank,
Central Florida, National Association as Escrow Holder, dated as of July 20, 1999 (the "Escrow Deposit
Agreement"), the Series 1999 Bonds, the City's Continuing Disclosure Certificate in regard to the Series
1999 Bonds (the "Continuing Disclosure Certificate") and any other documents executed and delivered
by the City in connection with the issuance of the Series 1999 Bonds (collectively, together with the Bond
Resolution, the "Bond Documents") and the compliance by the City with the provisions thereof will not
in any material respect conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a material default under, any agreement or other instrument to which the City is a party or by
which the City is bound, or any existing law, administrative regulation, court order or consent decree to
which the City or its property is subject.
(f) The City will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request, to (i) qualify
the Series 1999 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 of America as the Underwriter may designate and (ii)
determine the eligibility of the Series 1999 Bonds for investment under the laws of such states and other
jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for
the distribution of the Series 1999 Bonds. This paragraph shall not, however, require the City to submit
to the jurisdiction of a court of any state other than Florida.
(g) Between the date of this Agreement and the time of Closing, the City will not
execute any bonds, notes or other obligations for borrowed money secured by the Excise Taxes, other
than the proposed issuance or the issuance of which is referred to explicitly in the Official Statement,
without giving prior written notice thereof to the Underwriter.
(h) The City is, and will be at the date of Closing, duly organized and validly
existing as a municipal corporation under the Constitution and laws of the State of Florida, with the
power and authority set forth in the Act.
(i) The City (i) has full legal power and authority to adopt and execute the Bond
Resolution; to execute and deliver this Agreement, the Escrow Deposit Agreement and the other Bond
Documents; to execute, issue, sell and deliver the Series 1999 Bonds; and to carry out and consummate
the transactions contemplated by this Agreement, the Official Statement and the other Bond Documents;
(ii) has in full force and effect all consents, approvals, permits or other actions by or filings with any
governmental authority required for the execution and delivery by the City of this Agreement, the Escrow
Deposit Agreement and the other Bond Documents, for the adoption of the Bond Resolution, and for the
performance by the City of the financing transactions contemplated thereby; (iii) represents that from the
time of acceptance by the City hereof through the date of the Closing, except as contemplated by the
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Official Statement, the City will not incur any liabilities, direct or contingent, or enter into any transaction
that could materially adversely affect the transactions contemplated hereby or by the Bond Documents,
and there shall not have been any material adverse change in the condition, financial or physical, of the
City that could adversely affect the transactions contemplated hereby other than changes in the ordinary
course of business or in the normal operation of the facilities operated by the City; and (iv) represents that
the execution and delivery by the City of this Agreement, the Escrow Deposit Agreement and the other
Bond Documents, and the adoption of the Bond Resolution, the compliance by the City with the
provisions thereof, and the carrying out and consummation by the City of its obligations under such
documents and instruments will not conflict with or constitute a material breach of or a default under any
law, administrative regulation, court decree, instrument or agreement to which the City is subject or by
which the City is or any of its properties are bound.
(j) If between the date of this Agreement and the date which is twenty-five (25) days
from the end of the underwriting period (as such term is defined in paragraph (e)(2) of the Rule) any
event shall occur which, in the opinion of the City, would cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City shall notify the Underwriter and, if in the reasonable opinion of the
Underwriter, such event requires the preparation and publication of a supplement or amendment to the
Official Statement, the City will at its expense supplement or amend the Official Statement in a form and
in a manner approved by the Underwriter and provide the Underwriter with sufficient copies of such
supplement or amendment so as to enable the Underwriter to comply with the provisions of paragraph
(b)(4) ofthe Rule.
(k) Except as disclosed in the Official Statement, to the best knowledge of the City,
as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, pending or threatened against the City,
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1999 Bonds
or contesting the validity or enforceability of the Act in any respect relating to authorization for the
issuance of the Series 1999 Bonds, the adoption of the Bond Resolution, or contesting the pledge of the
Excise Taxes to secure payment of the Series 1999 Bonds or contesting the collection of the Excise Taxes
or their application in accordance with the provisions of the Bond Resolution or contesting the exclusion
from gross income for federal income tax purposes of interest on the Series 1999 Bonds, or contesting the
completeness or accuracy of the Official Statement or any supplement or amendment thereto, or
contesting the powers or the authority of the City for the issuance of the Series 1999 Bonds, the adoption
of the Bond Resolution, or the execution and delivery by the City of this Agreement and the other Bond
Documents.
(1) The City is lawfully empowered to pledge and grant a first lien upon the Excise
Taxes on a parity with the Parity Obligations (as defined in the Bond Resolution) for payment of the
principal of, redemption premium, if any, and interest on the Series 1999 Bonds.
(m) The City will not take or omit to take any action which action or omission will in
any way cause the proceeds from the sale of the Series 1999 Bonds to be applied in a manner contrary to
that provided for in the Bond Resolution and as described in the Official Statement.
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(n) The City has undertaken pursuant to the Bond Resolution to comply with the
provIsIOns of the Rule, as defined in Paragraph 5 above, by providing certain annual financial and
statistical information, Audited Financial Statements and notice of Listed Events, as described in the
Continuing Disclosure Certificate. The City has never failed to comply with the provisions of the Rule.
A description of the City's undertaking is also set forth in the Preliminary Official Statement and will also
be set forth in the Official Statement.
9. The Closing. At 10:00 a.m., New York time, on July 20, 1999, or on such later time or
date as may be mutually agreed upon by the City and the Underwriter (such time and date being herein
referred to as the "Closing Date"), the City will, subject to the terms and conditions hereof, deliver the
Series 1999 Bonds to DTC in New York, New York or to an agent of DTC in such form as shall be
acceptable to DTC (which shall include printed or typewritten Bonds if and to the extent required by
DTC, registered in the name of its nominee, duly executed), and deliver to the Underwriter the other
documents hereinafter mentioned; and, subject to the terms and conditions hereof, the Underwriter will
pay the purchase price of the Series 1999 Bonds as set forth in Paragraph 1 (a) hereof in federal funds or
other immediately available moneys drawn to the order of the City and the check delivered to the City
pursuant to Paragraph 1 (b) hereof shall be returned to the Underwriter (such delivery of and payment for
the Series 1999 Bonds is herein called the "Closing").
The City shall cause CUSIP identification numbers provided by the Underwriter to be typed on
the Series 1999 Bonds, but neither the failure to type such numbers on any Series 1999 Bonds nor any
error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept
delivery of and pay for the Series 1999 Bonds in accordance with the terms of this Agreement. The
Closing (except for any delivery of the Series 1999 Bonds to DTC in New York, New York) shall occur
at the offices of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A. ("Bond Counsel") in Orlando,
Florida or such other location as shall be agreed upon between the parties hereto.
10. Conditions of Closing. The Underwriter has entered into this Agreement in reliance upon
the representations and warranties of the City herein contained and the performance by the City of its
obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations of the
Underwriter hereunder are subject to the following conditions:
(a) At the time of the Closing, (i) the Bond Documents, and any other documents
deemed necessary in connection with the issuance of the Series 1999 Bonds shall be in full force and
effect and shall not have been amended, modified or supplemented in any material respect prior to the
Closing, except as may have been agreed to in writing by the City and the Underwriter, and the City shall
have duly adopted and executed and there shall be in full force and effect the Bond Resolution and such
additional resolutions, or ordinances or agreements as shall, in the opinion of Kruppenbacher &
Associates, Counsel to the City or Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Bond
Counsel, be necessary in connection with the issuance of the Series 1999 Bonds, (ii) the representations
and warranties of the City herein shall be true and accurate in all material respects and (iii) the City shall
perform or have performed all obligations required under or specified in this Agreement and the other
Bond Documents to be performed at or prior to the Closing.
(b) At or prior to the Closing, the Underwriter shall have received the following
documents:
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(i) The approving opInIOn of Bond Counsel, dated the Closing Date,
substantially in the form appended to the Official Statement as Appendix E and a letter of such Bond
Counsel, dated the date of Closing and addressed to the Underwriter, to the effect that the foregoing
opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion
were addressed to it.
(ii) The supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriter to the effect that:
(A) the Series 1999 Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from
qualification pursuant to the Trust Indenture Act of 1939, as amended;
(B) the information contained in the Official Statement as of its date
and as of the Closing Date under the captions "SUMMARY STATEMENT" (other than the information
under the subcaptions "The City," "Professionals," "Additional Information," "Miscellaneous,"
"Continuing Disclosure," "Purpose of the Series 1999 Bonds," and "Municipal Bond Insurance"), "THE
SERIES 1999 BONDS" (other than the information thereunder relating to DTC and DTC's book-entry
only system), "SECURITY FOR THE SERIES 1999 BONDS" (other than the information under the
subsection "Debt Service Reserve Fund, AMBAC Assurance Surety Bond"), and "APPENDIX B -
FORM OF THE RESOLUTION" to the extent such information purports to summarize portions of the
Bond Resolution or the Series 1999 Bonds are accurate and fair statements of the matters set forth or
documents referred to therein and that the information contained under the captions "PLAN OF
REFUNDING" and "TAX EXEMPTION" is correct as to matters of law; and
(C) upon deposit by the City of the sums required pursuant to the
Escrow Deposit Agreement and the investment of such sums in accordance with the provisions of the
Escrow Deposit Agreement, the pledge of and lien on the Excise Taxes in favor of the Registered Owners
of the Prior Bonds shall be no longer in effect.
(iii) A certificate or certificates, dated the date of Closing, signed by the
Mayor and the City Manager, in form and substance satisfactory to Bond Counsel and the Underwriter,
in which such officials, to the best of their knowledge, state:
(A) that the representations and warranties of the City herein
contained are true and correct in all material respects as of the Closing, that the City has satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and that the
information and statements contained in the Official Statement are true, correct and complete in all
material respects for the purposes for which such Official Statement is to be used, and nothing has come
to their attention that would lead them to believe that such information in the Official Statement includes
any untrue statement of a material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that such certification shall not include the information concerning DTC and DTC's book-entry
only system and the Insurer and its Policy (as both are hereinafter defined) contained in the Official
Statement;
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(B) that no event affecting the City has occurred since the date of the
Official Statement which should be disclosed in the Official Statement for the purposes for which it is to
be used or which is necessary to be disclosed therein in order to make the statements and information
therein not misleading in any material respect;
(C) that the financial statements and the other financial and statistical
data relating to the City and the Excise Taxes included in the Official Statement are true and correct as of
the date such information was included in the Official Statement and no event has occurred since the date
of the Official Statement that would cause such statements and data not to be materially correct as of the
closing date;
(D) that since the date of the financial statements included in the
Official Statement, (i) no material adverse change has occurred in the financial condition of the City and
(ii) the City has not incurred any material liabilities other than in the ordinary course of business, except
as set forth in or contemplated by the Official Statement;
(E) that no obligations issued or guaranteed by the City are in default
as to payment of principal or interest or have been in default as to payment of principal or interest at any
time after December 31, 1975 (except with respect to conduit issues for which the City has no repayment
obligation and as to which no representation is made).
(F) the Issuer has in the current fiscal year and in all prior fiscal
years taken all necessary actions required to receive the Excise Taxes;
(G) the Issuer has not been notified of any listing by the Internal
Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied
upon.
(iv) An opinion, dated the date of Closing, of Counsel to the City, addressed
to the City, Bond Counsel and to the Underwriter, in form and substance satisfactory to the Underwriter
to the effect that:
(A) the City is a duly existing municipal corporation of the State of
Florida (the "State") and had and has good right and lawful authority under the Constitution and laws of
the State to adopt the Bond Resolution and to authorize and issue the Series 1999 Bonds; the execution,
delivery and due performance of the Bond Documents were duly authorized by the City; and the Bond
Resolution has been duly adopted by the City, is in full force and effect and constitutes the valid, legal
and binding obligation of the City enforceable in accordance with its terms;
(B) as of the Closing Date, the City has duly performed all
obligations to be performed by it as of such date pursuant to the Bond Resolution;
(C) the Bond Documents have been duly authorized, executed and
delivered by the City and constitute valid and binding agreements of the City enforceable in accordance
with their respective terms;
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(D) the adoption of the Bond Resolution and the execution and
delivery of the Bond Documents, and the Series 1999 Bonds and compliance with the provisions thereof,
will not conflict with or constitute a material breach of or default under any existing law, administrative
regulation, court decree, resolution or agreement to which the City is subject and the City has the power
and authority under the laws of the State to pledge on a first lien basis the Excise Taxes pledged under the
Bond Resolution to pay the Series 1999 Bonds and interest thereon in accordance with the terms thereof,
(E) except as disclosed in the Official Statement, to the best of their
knowledge after due inquiry with respect thereto, no litigation or other proceedings are pending or
threatened in any court or other tribunal of competent jurisdiction, state or federal, in any way (i)
restraining or enjoining the issuance, sale or delivery of any of the Series 1999 Bonds; or (ii) questioning
or affecting the validity of the Bond Documents, the Series 1999 Bonds, or any of the Excise Taxes; or
(iii) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution,
registration, issuance or delivery of the Series 1999 Bonds and the security therefor; or (iv) questioning or
affecting the organization or existence of the City or the City Commission or the title to office of the
officers thereof, or (v) which could materially adversely affect the operations of the City or the financial
condition of the City;
(F) except as disclosed in the Official Statement, all approvals,
consents, authorizations and orders of any governmental authority or agency having jurisdiction in any
matter which would constitute a condition precedent to the performance by the City of its obligations
hereunder and under the Bond Resolution and the other Bond Documents have been obtained and are in
full force and effect;
(G) the Official Statement has been duly authorized, executed and
delivered for use in connection with the sale of the Series 1999 Bonds;
(H) the Official Statement, as of the date of such document and at all
subsequent times up to and including the date of Closing, as to legal matters relating to the City and the
Excise Taxes did not and does not contain any untrue statement of a material fact or omit any material
fact required to be stated therein or necessary to make such information not misleading; and
(I) the City has duly and validly levied and imposed the Public
Service Tax and the Franchise Fees as described in the Official Statement.
(1) the Issuer has duly adopted or enacted resolutions or ordinances
to provide for the lien and collection by the Issuer of the Public Service Taxes and Franchise Fees as
described in the Official Statement.
(v) An opinion of Disclosure Counsel dated the date of the Closing and
addressed to the Underwriter to the effect that based upon their 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, as of the Closing Date nothing has come
to the attention of such Counsel causing them to believe that the Official Statement as of its date
contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or to make the statements therein, in the light of the circumstances under which they were made,
not misleading (except for the financial and statistical information contained in the Official Statement and
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information in the Official Statement relating to DTC, the DTC Book-Entry Only system, the Insurer and
its Policy, as to all of which no view need be expressed).
(vi) The written consent of Deloitte & Touche, LLP, certified public
accountants, to the use of their report in the Preliminary Official Statement and the Official Statement in
Appendix C - thereto for the City Fiscal Year Ended September 30, 1998, and the references to their name
therein.
(vii) A letter from Standard and Poor's Ratings Services and a letter from
Fitch IBCA, Inc. confirming that such rating agencies have issued ratings of "AAA" and "AAA"
respectively, for the Series 1999 Bonds, conditioned upon the delivery of the Municipal Bond Insurance
Policy (the "Policy") by Ambac Assurance Corporation (the "Insurer").
(viii) An executed copy of each of the Bond Documents.
(ix) Verification by McGladrey & Pullen, LLP, independent certified public
accountants, as to the accuracy of the escrow calculations with respect to the Prior Bonds and other
information as requested by Bond Counsel and the Underwriter.
(x) A Certificate of an authorized representative of SunTrust Bank, Central
Florida, National Association (the "Bank") as Registrar and Paying Agent and Escrow Holder to the
effect that:
(A) the Bank is a national banking aSSOCIatIOn organized, validly
existing and in good standing under the laws of the United States and is duly authorized to exercise trust
powers,
(B) the Bank has all the requisite authority, power, licenses, permits
and franchises, and has full corporate power and legal authority to execute and perform its functions
under the Bond Resolution and the Escrow Deposit Agreement,
(C) the performance by the Bank of its functions under the Bond
Resolution and Escrow Deposit Agreement will not result in any violation of the Articles of Association
or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other
obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or
other action by any governmental authority or agency having supervisory authority over the Bank is
required in order for the Bank to perform its functions under the Bond Resolution and Escrow Deposit
Agreement;
(D) the Escrow Deposit Agreement constitutes a valid and binding
obligation of the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity; and
(E) to the best of such authorized representative's knowledge, there
is no action, suit, proceeding, or investigation at law or in equity before any court, public board or body
pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable
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decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely
affect the ability of the Bank to perform its obligations under the Bond Resolution and Escrow Deposit
Agreement.
(xi) A duly executed copy of the Policy and the Insurer's surety bond for
deposit to the subaccount in the Reserve Account created pursuant to the Bond Resolution (the "Surety
Bond").
(xii) An OpInlOn of general counsel to the Insurer and a certificate of an
officer of the Insurer dated the date of the Closing and addressed to the Underwriter, concerning the
Insurer, the Policy, the Surety Bond and the information relating to the Insurer, the Policy and the Surety
Bond, contained in the Official Statement, in form and substance satisfactory to the Underwriter.
(xiii) A certificate executed by the appropriate officer of the City, dated the
Closing Date, satisfactory to Bond Counsel setting forth the facts, estimates and circumstances which
establish that it is not expected that the proceeds of the Series 1999 Bonds will be used in a manner that
would cause the Series 1999 Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue
Code of 1986, as amended, and to the best of the knowledge and belief of such officer, such expectations
are reasonable;
(xiv) Letters from Standard & Poor's Ratings Services and Fitch mCA, Inc.,
confirming that such rating agencies have issued underlying ratings of "A-" and "A," respectively, for the
Series 1999 Bonds;
(xv) Such additional certificates, instruments or opinions, as Counsel to the
City, Bond Counselor the Underwriter may deem necessary or desirable.
11. Termination. The Underwriter may terminate this Agreement by notification from the
Underwriter to the City, if at the time or prior to the Closing (a) legislation shall be enacted by the
Congress of the United States or adopted by either the United States Senate or House of Representatives
or recommended by the President of the United States to the Congress for passage or favorably reported
for passage to either House of Congress by any committee of the House and Senate or a decision by a
Court of the United States, including the United States Tax Court shall be rendered or a ruling, regulation
or official statement by or on behalf of the Treasury Department of the United States, the Internal
Revenue Service, or other governmental agency shall be made, with respect to federal taxation of interest
upon the Series 1999 Bonds or other action or events shall have occurred which have the purpose or
effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any
of the transactions contemplated in connection herewith, which in the reasonable opinion of the
Underwriter, materially adversely affects the market for the Series 1999 Bonds or the sale by the
Underwriter of the Series 1999 Bonds; or (b) legislation shall be enacted or any action shall be taken by
the SEC which, in the reasonable opinion of the Underwriter, has the effect of requiring the contemplated
distribution of the Series 1999 Bonds to be registered under the Securities Act of 1933, as amended, or
the Bond Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or there shall
exist a stop order, ruling or regulation by the SEC the effect of which is that the issuance, offering or sale
of the Series 1999 Bonds, as contemplated hereby or by the Official Statement, is in violation of any
provision of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange
Act of 1934, as amended and as then in effect, or that the Bond Resolution is not exempt from
ORL#508864.02 - 6121/99
11
qualification pursuant to the Trust Indenture Act of 1939, as amended and as then in effect; or (c) there
shall exist any event which in the reasonable judgment of the Underwriter either (i) makes untrue or
incorrect in any material respect any statement of information contained in the Official Statement or (ii) is
not reflected in the Official Statement but should be reflected therein or in an attachment thereto in order
to make any material statement and the information contained therein not misleading in any material
respect; or (d) there shall have occurred any outbreak of hostilities or other national or international
calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets or the United
States being such as to materially adversely affect the marketability of the Series 1999 Bonds; or (e) there
shall be in force a general suspension of trading or other material restrictions not now in force on the New
York Stock Exchange; or (f) a general banking moratorium shall have been declared by either federal,
Florida or New York authorities having jurisdiction and then in force the effect of which on the financial
markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially
adversely affect the market for the Series 1999 Bonds or the sale by the Underwriter of the Series 1999
Bonds; or (g ) except as disclosed in the Official Statement any litigation shall be instituted or be pending
at Closing to restrain or enjoin the issuance, sale or delivery of the Series 1999 Bonds or that in any way
contests or affects any authority for the validity of the Series 1999 Bonds or any of the Bond Documents,
the pledge or application of any moneys or securities provided for the payment of the Series 1999 Bonds,
or the existence or powers of the City; or (h) the City has, without prior written consent of the
Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any
material liability for borrowed money, or incurred any material liability direct or indirect, in each case
secured by the Excise Taxes, or there has been an adverse change of a material nature in the financial
position, results of operation or condition, financial or otherwise, of the City in all cases other than in the
ordinary course of its business, or other than as contemplated in the Official Statement, which change
could materially adversely affect the transactions contemplated hereby.
If the City shall be unable to satisfy the conditions to the obligation of the Underwriter to
purchase, to accept delivery of and to pay for the Series 1999 Bonds contained in this Agreement and the
Underwriter does not waive such inability in writing, or if the obligations of the Underwriter shall be
terminated for any reason permitted by this Agreement, this Agreement shall be terminated and neither
the Underwriter nor the City shall have any further obligations hereunder, except as provided in Sections
l(b), 12 and 13 hereof. However, the Underwriter may, in its discretion, waive, by written notice, one or
more of the conditions imposed by this Agreement and proceed with the closing, except that the
Underwriter may not waiver receipt of the Continuing Disclosure Certificate.
12. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the City shall pay, all
expenses incident to the performance of the City's obligations under this Agreement, including, without
limitation, (i) the cost of preparation and printing of the Preliminary Official Statement and the Official
Statement (including amendments or supplements thereto), (ii) the cost of the preparation, printing and
execution of the Series 1999 Bonds, (iii) the fees and disbursements of Bond Counsel, Disclosure Counsel
and Counsel to the City, (iv) the fees and disbursements of the bond registrar, the paying agent, escrow
holder, the City's independent certified public accountants and of any other experts, advisors or
consultants retained to assist the City, (v) fees for bond ratings, (vi) the cost of reproducing all necessary
copies of any of the Bond Documents, and (vii) all travel and other out-of-pocket expenses of the City's
staff and officials as incurred in connection with the closing; all such expenses to be paid by the City as
issuance costs.
ORL#508864.02 - 6121/99
12
(b) The Underwriter shall pay (i) all underwriting and advertising expenses in
connection with the public offering and distribution of the Series 1999 Bonds (ii) all travel and out-of-
pocket expenses of the Underwriter other than as set forth in paragraph 12(a)(vii) above.
13. Survival of Contract. The respective agreements, representations and warranties and
other statements of the City, the Underwriter and their respective officials and officers and directors set
forth in, or made pursuant to, this Agreement will remain in full force and effect regardless of any
investigation, or statement as to the results thereof, made by or on behalf of the City, the Underwriter or
any of their respective officials, officers or directors or any controlling person, and will survive delivery
and payment of the Series 1999 Bonds.
14. Benefit. This Agreement is made for the benefit of the parties hereto including the
successors or assigns of the Underwriter. No other person shall acquire or have any right hereunder or by
virtue thereof.
15. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may
execute this Agreement by signing any such counterpart. The execution of this Agreement has been duly
authorized by the City Commission of the City.
16. Notices. Any notices or other communications to be given to the City under this
Agreement may be given by mailing the same to the City Manager of the City of Winter Springs, Florida
at City Hall, 1126 East State Road 434, Winter Springs, Florida 32708-2799, and any such notice or other
communication to be given to the Underwriter may be mailed to Hanifen, Imhoff Inc., 1560 N. Orange
Avenue, Suite 210, Winter Park, Florida 32789.
17. Severability. The invalidity or enforceability of any provision of this Agreement as to
anyone or more jurisdictions shall not affect the validity or enforceability of the balance of this
Agreement as to such jurisdiction or jurisdictions, or affect in any way such validity or enforceability as
to any other jurisdictions.
18. Waiver or Modifications. No waiver or modification of anyone or more of the terms and
conditions of this Agreement shall be valid unless in writing and signed by the party or parties making
such waiver or agreeing to such modification.
19. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
Very truly yours,
HANIFEN, IMHOFF INC.
By:
ORL#508864.02 - 6/21/99
13
ACCEPTED on July 8,1999
(SEAL)
Attest:
City Clerk
Approved as to form and legal sufficiency:
City Attorney
ORL#508864.02 - 6121/99
14
THE CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
EXHIBIT "A"
Form of Disclosure Letter pursuant to
Section 218.385, Florida Statutes
July 8, 1999
Members of the City Commission of the
City of Winter Springs, Florida
Winter Springs, Florida
Re: $7,998,969.75
City of Winter Springs, Florida Improvement Refunding Revenue Bonds,
Series 1999
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Winter Springs, Florida (the "City"), of
$7,998,969.75 in aggregate principal amount and original principal amount of its Improvement Refunding
Revenue Bonds, Series 1999, referred to above (the "Series 1999 Bonds"), Hanifen, Imhoff Inc. and
Gardnyr Michael Capital, Inc. (collectively, the "Underwriter") is preparing to underwrite a public
offering of the Series 1999 Bonds. Arrangements for underwriting the Series 1999 Bonds will include a
Bond Purchase Agreement (the "Agreement") between the City and the Underwriter that will embody the
negotiations in respect thereof.
The purpose of this letter is to have the Underwriter furnish to the City, pursuant to the provisions
of Section 218.385(6), Florida Statutes, certain information in respect of the arrangements contemplated
for the underwriting of the Series 1999 Bonds as follows:
(a)
The nature and estimated amounts of expenses to be incurred by the Underwriter
in connection with the purchase and offering of the Series 1999 Bonds are set
forth in Schedule I attached hereto.
(b)
The Underwriter has employed no "finders", as defined in Section 218.386,
Florida Statutes, as amended, in connection with the issuance of the Series 1999
Bonds.
(c)
The underwriting spread (i.e., the difference between the price at which the
Series 1999 Bonds will be initially offered to the public by the Underwriter and
the price to be paid to the City for the Series 1999 Bonds exclusive of original
issue discount and accrued interest in both cases) will be $9.75 per $1000 par
value of the principal amount ofthe Series 1999 Bonds.
ORL#508864.0l
A-I
(d) Based on and as part of the estimated underwriting spread set forth in paragraph
(c) above, the Underwriter will charge a management fee of .125% of the
principal amount of the Series 1999 Bonds.
(e) There is no other fee, bonus or other compensation to be paid by the Underwriter
in connection with the issuance of the Series 1999 Bonds to any person not
regularly employed or retained by the Underwriter, except as specifically
enumerated as expenses referred to in paragraph (a) above to be incurred by the
Underwriter as set forth in Schedule I attached hereto.
(f) The names of the Underwriters are:
Hanifen, Imhoff Inc.
1560 N. Orange Avenue, Suite 210
Winter Park, Florida 32789
Gardnyr Michael Capital, Inc.
2281 Lee Road, Suite 104
Winter Park, Florida 32789
We understand that you do not require any further disclosure from the Underwriters pursuant to
Section 218.385, Florida Statutes, as amended.
Very truly yours,
HANIFEN, IMHOFF INC.
By:
ORL#508864.01
A-2
ORL#508864.01
SCHEDULE I
ESTIMATED EXPENSES
ITEM
Municipal Securities Rulemaking Board Assessment
Fee ($.04 per $1,000)
Computer
Underwriter's Expenses (Travel & lodging and other)
Conference calls
Mailing/Federal Expressffelefax
Delivery/Closing
Clearing
Day Loan
Da1complMunifax
Advertising/Communications
DTC
CUSIP Registration
Miscellaneous
. TOTAL
A-3
TOTAL
$320
3,000
500
275
880
650
1,195
1,324
1,000
940
545
325
486
$11.440
EXHIBIT "B"
MA TURITIES, AMOUNTS, ACCRETED VALUES, INTEREST RA TES, AND PRICES OR YIELDS
$3,035,000 SERIAL BONDS
Maturities Amounts Interest Rates Prices or Yields
October 1
1999 165,000 3.25 3.25
2000 200,000 3.50 3.50
2001 220,000 4.00 4.00
2002 240,000 4.10 4.10
2003 390,000 4.25 4.25
2004 415,000 4.35 4.35
2005 440,000 4.45 4.45
2006 470,000 4.55 4.55
2007 270,000 4.60 4.60
2008 55,000 4.70 4.70
2009 75,000 4.80 4.80
2010 95,000 4.90 4.90
$250,000, 5.10% Term Bonds, due October 1, 2012, Yield 5.10%
$1,215,000, 5.25% Term Bonds, due October 1,2018, Yield 5.32%
(plus accrued interest from July], ] 999)
Capital Appreciation Bonds
Maturity
October I
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Original
Principal
Amount
417,881.25
393,796.50
37],764.50
350,892.75
33],130.25
312,413.25
295,455.75
278,676.75
263,5] 7 .00
248,484.75
234,975.00
Approximate
Yield to
Maturity
5.60
5.62
5.63
5.64
5.65
5.66
5.66
5.67
5.67
5.68
5.68
Accreted Value
at Maturity
1,275,000
] ,275,000
] ,275,000
1,275,000
] ,275,000
1,275,000
1,275,000
] ,275,000
1,275,000
1,275,000
1,275,000
ORL#508864.01
B-1
Redemption
Optional Redemption of Series 1999 Bonds
The Series 1999 Bonds maturing on or prior to October 1, 2009, and the Series 1999 Bonds
maturing October 1, 2019 through October 1, 2029, are not redeemable prior to their respective
maturities. The Series 1999 Bonds maturing on or after October 1, 2010, are subject to optional
redemption prior to their maturities on or after October 1, 2009, at the option of the City in whole or in
part at any time, in such manner as shall be determined by the City and by lot within a maturity if less
than a full maturity from any legally available moneys at a redemption price (expressed as a percentage of
the principal amount in the case of Series 1999 Current Interest Bonds or Accreted Value in the case of
Series 1999 Capital Appreciation Bonds to be redeemed) as set forth in the following table, together with
accrued interest to the redemption date.
Period During Which Redeemed
(Both Dates Inclusive)
Redemption
Price
October 1, 2009 through September 30, 2010
October 1, 2010 and thereafter
101%
100%
Mandatory Redemption of Series 1999 Current Interest Bonds
The Series 1999 Bonds maturing on October 1,2012 are subject to mandatory redemption prior to
maturity in part by lot on October 1,2011 and on each October 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 Installments through operation of the Redemption Account, as follows:
October 1 of Year
2011
2012
Principal Amount
$115,000
135,000
The Series 1999 Bonds maturing on October 1,2018 are subject to mandatory redemption prior to
maturity in part by lot on October 1, 2013 and on each October thereafter, at a redemption price equal to
the principal amount thereof and accrued interest thereon to the date fixed for redemption, without
premium for Amortization Installments through operation of the Redemption Account as follows:
October 1 of Year
2013
2014
2015
2016
2017
2018
Principal Amount
$150,000
175,000
195,000
210,000
235,000
250,000
ORL#508864.01
B-2
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THIS PRELIMINARY OFFICIAL STATEMENT DATED JUNE 8, 1999
NEW ISSUE - BOOK ENTRY ONLY
See "MUNICIPAL BOND INSURANCE" and "RATINGS" herein
In the opinion of Bond Counsel, assuming compliance with existing statutes, regulations, published rulings and court decisions, and assuming
continuing compliance by the City with certain tax covenants, interest 0/1 the Series 1999130nds is excludable from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However,
see "TAX EXEMPTION" herein for a description of the federal alternative minimum tax on corporations and certain other federal tax consequences of
ownership o( the Series 199913onds. Bond Counsel is (urther of the opinion that the Series 1999 Bonds are exempt (rom all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes. Furthermore, in the opinion of Bond Counsel, based on representations of the City,
the Series 19.9.9 Bonds are "qualified tax-exempt obligations '.' within the meaning o( Section 265 (b) (3) of the I ntema I Revenue Code of 1986, as amended.
(See "TAX EXEMPTION" herein).
$8,000,000*
CITY OF WINTER SPRINGS, FLORIDA
Improvement Refunding Revenue Bonds,
Series 1999
Due: October I, as shown below
Current Interest Bonds Dated: June 15,1999
Capital Appreciation Bonds Dated: Date of Delivery
The City of Winter Springs, Florida (the "City") is issuing its Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds") only in the form
of fully registered bonds in the denomination of $5,000 principal amount or any integral multiple thereof in the case of Series 1999 Bonds which pay intercst semi-
annually ("Series 1999 Current Interest Bonds"), and in the original principal amounts set forth herein per $5,000 accreted value at maturity or any integral multiple
thereof in the case of Series 1999 Bonds which do not pay interest until maturity or redemption ("Series 1999 Capital Appreciation Bonds"). The Series 1999 Capital
Appreciation Bonds bear interest payable only at maturity or upon earlier redemption in amounts determined by reference to the Table of Accreted Values included
herein, which includes both the original principal amount and interest compounded semi-annually on each April I and October I, commencing October 1, 1999. The
Series 1999 Cul'1'ent Interest Bonds will bear interest at the fixed rates set fortb below payable semi-annually on each April land October 1, commencing October 1,
1999. The Series 1999 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC")
which will act as securities depository for the Series 1999 Bonds. Purchases of beneficial interests in the Scries 1999 Bonds will be made in book-ent.ry form. Purchasers
of the Series 1999 Bonds ("Beneficial Owners") will not receive physical delivery of Series 199911onds. Accordingly, principal of and interest on the Scries I9fJ9 Current
Interest Bonds and the Accreted Value ofthe Series IfJ99 Capital Appreciation Bonds will be paid by Sun'l'rust Bank, Central Florida, National Association, Orlando,
Florida, as paying agent directly to DTC as the registcred owner thereof. Disbursements of such payments to the DTC Participants is the responsibility of DTC and
disbursements of such payments to the Beneficial OwnCl's is the responsibility of DTC Participants and I ndirect Participants, as more fully described herein. See "THE
SERIES 1999 BONDS - Book-Entry Only System" herein.
Certain of the Series 199fJ Bonds are subject to optional and mandatory redemption prior to maturity as set forth herein.
The Series ]999 Bonds are being issued pursuant to Chapter 166, Part 11, Florida Statutes, the City Charter and Hesolution No. 6]5 of the City adopted by the
City Commission on May I, 1989 as amended and supplemented and pUl"ticularly as amended and supplemented by Rcsolution No. _ of the City adopted by the City
Commission on June -' 1999 as supplemented (collectively t.he "Resolution") to (i) currently refund all of the City's outstanding Improvement Refunding Revenue
Bonds, Series 1989 (the "Refunded Bonds"), (ii) finance the acquisition and construction of various capital improvem<:nts within the jurisdiction "fthe City (iii) purchase
a surety bond for deposit to the subaccount in the Hes<:rve Account created for the henefit of the Series 1999 llonds, and (Iv) financ<: the costs of issuance of the Series
1999llonds including the municipal bond insurance premium.
The Series 1999 Bonds are payable from and secured by a first lien upon and plcdge of the franchise fees levied and collected by the City from Florida Power
Corporation for a period of thirty years from April I, 1984 (the "Franchise ~'ees") and the public servic<: tax hlvied and collected by the City on purchases ofelcctricity,
metered or bottled gas, water service and local telephone and telegraph service within the corporate limits of the City pursuant to Section 166.231, Florida Statutes
and an ordinance duly enacted by the City Commission on March 27, H'89, as amended and supplemented (the "Public Service Tax" collectively with the Franchise
Fees the "Excise Taxes"). The current franchise with Florida Power Corporation expires prior to the final maturity of the Series 1999 Bonds. The lien
of the Series 1999 Bonds on the Excise 1'axes is on a parity with the lien thereon of the City's outstanding Improvement Refunding Hevenue Bonds, Series 1993 (the
"Parity Bonds").
The Series 1999 Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds" within the meaning of the Florida
Constitution, but shall be special obligations of the City, payable solely from the Excise Taxes in accordance with the terms of the Resolution. No
Holder of any Series 1999 Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 1999 Bonds, or
be entitled to payment of such Series 1999 Bonds from any moneys of the City except as provided in the Resolution.
Payment of the principal of and interest on the Series 1999 Bonds, when due will be insured by a municipal bond insurance policy to be issued by Amboc Assurance
Corporation simultaneously with the delivery of the Series 1999 Bonds.
Ambac
For discussion of the terms and p,'ovisionsofsuch policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" h<:rein and Appendix D hereto.
This cover page contains certain information fo!' quick reference only. It is not a summary of the Series 1999 Bonds. Investors must read the entire Official
Statement to ohtain infonnation essential to the making of an informed investment decision.
MATURITIES. AMOUNTS, INTEREST RATES, AND PRICES OR YIELDS
Current Interest Bonds
$
Serial Bonds
Maturities
October I
Prices 01' Yields
Interest RIltes
Amounts
$ % Term Bonds. due October 1, , Yield %
- (plus accrued interest from June 15, 1999) -
Capital Appreciation Bonds
Maturity
October I
Original Principal
Amount:
Initial Amount per
$5000 at Maturity
Approximate Yield
to Muturitv
The Seritls 1999 Bonds are olTered when, as and if issued by the City and accepted by the Underwriters subject to the approving legal opinion of Carlton, Fields,
Ward, Emmanuel, Smith & Cutler, P.A., Orlando, fo'lorida, Bond Counsel. Certain legal matters will be passed on for the City by its counsel, Kmppenbacher &
Associates, Orlando, Florida and by Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Disclosure Counsel. First Southwest Company, Orlando, Florida is acting
as Financial Advisor to the City in connection with the issuance of the Series 1999 Bonds. The Series 1999 Bonds arc expected to be delivered through the facilities
of The Depository Trust Company in New York, New York on or about July_, 1999.
II Hanifen, Imhoff Inc. Gardnyr Michael Capital, Inc.
lnvml'mOnl &;ners
Dated _ _, 1999
. Preliminary, subject to change.
CITY OF WINTER SPRINGS, FLORIDA
OFFICIALS
CITY COMMISSION
Paul P. Partyka - Mayor
Cindy Gennell- Vice Mayor/Commissioner
Robert S. Miller - Commissioner
Michael S. Blake - Commissioner
Edward Martinez, Jr. - Commissioner
David McLeod - Commissioner
CITY MANAGER
Ronald McLemore
CITY ATTORNEY
Kruppenbacher & Associates
FINANCIAL ADVISOR
First Southwest Company
INTERIM CITY CLERK
Andrea Lorenzo- Luaces
FINANCE DIRECTOR
Harry E. Martin
AUDITORS
Deloitte & Touche LLP
BOND COUNSEL
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
Orlando, Florida
No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any
information or to make any representations with respect to the Series 1999 Bonds other than as contained in this
Official Statement, and if given or made such other information or representations must not be relied upon as having
been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Series 1999 Bonds by any person in any jurisdiction
in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has
been obtained from sources which are believed to ):>e reliable, however, this information is not guaranteed as to
accuracy and is not to be construed as a representation of such by the City or the Underwriters. Any statements in
this Official Statement involving estimates, assumptions and matters of opinion, whether or not so expressly stated,
are intended as such and not as representations of fact, and the City expressly makes no representation that such
estimates, assumptions and opinions will be realized or fulfilled. The information and expressions of opinion stated
herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made
hereunder shall under any circumstances create any implication that there has been no change in the information or
opinions set forth herein after the date of this Official Statement.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE'MARKET PRICE OF THE SERIES 1999 BONDS
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAYBE DISCONTINUED AT ANY TIME.
THE SERIES 1999 BONDS HAVE NOT B"EEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATION TO THE CONTRARY MAYBE A CRIMINAL OFFENSE. "
References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not
purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by
reference to the particular document, the full text of which may contain qualifications of and exceptions to
statements made herein. Where full texts have not been included as appendices to this Official Statement they may
be obtained from the City of Winter Springs, Florida, City Hall, 1126 East State Road 434, Winter Springs, Florida
32708-2799 (407) 327-1800, Attention: City Clerk, upon prepayment of reproduction costs, postage and handling
expenses.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
TABLE OF CONTENTS
. SUMMARY STATEMENT ................ ......... ....... ..... ............... .............. ....... ......... ... ..... ......... ........................ ............ vi
The City........................................................................................................................................... ............. vi
The Series 1999 Bonds ................................................................................................................................. vi
Purpose of the Series 1999 Bonds ................................................................................................................ vi
Security for the Series 1999 Bonds .............................................................................................................. vi
Redemption................................................................................................................................... .............. vii
Municipal Bond Insurance ...... ..................................................... ..... ......... ............ ........... ... ..... ....... ............ vii
Professionals..................................................................................................................... ........................... vii
Delivery of the Series 1999 Bonds ............................................................................................................. viii
Additional Bonds...................................................................................................................................... .. viii
Authorizing Resolution and Defmitions ................... ............... ....... ....... .......... ........ ................................... viii
Continuing Disclosure................................................................................................................................ viii
Additional Information........................................... ..:...................;............................................................. viii
Miscellaneous................................................................ ............................................................................. viii
! INTRODUCTION.................................................................................................................:.................. ................... I
PURPOSE OF THE SERIES 1999 BONDS .................................................................................:.........:.........:.........2
, THE PROJECT ........... ........ .......................................... .,.................. ............. .... ... .... .... ....... ............ .............:.. ............2
PLAN OF REFUNDING ................................................................................................. ... ...:....... .............................. 2
DEBT SERVICE REQUIREMENTS............................................ ........... ..... ..... ................................ ................. .........3
. ESTIMATED SOURCES AND USES OF FUNDS ............................:......................................................................4
, THE SERIES 1999 BONDS.......................... :............................................................................................................. 4
General Description....................................................................................................................................... 4
Redemption............................................................................................................................:.. :................... 5
Optional Redemption of Series 1999 Bonds .............................................~..................................... 5
Mandatory Redemption of Series 1999 Bonds................................................................................ 5
Redemption Notice and Effect of Redemption................................................... ...........................................5
Book-Entry Only System.............................................................................................................................. 6
DTC Year 2000 Compliance.......................................................................................................................... 7
SECURITY FOR THE SERIES 1999 BONDS........................................................................................................... 8
Pledge Under the Resolution to Secure the 1999 Bonds ............................................................................... 8
Flow of Funds.......................................................................................................................................... ...... 8
Reserve Account..................................................................................................................................... ....... 9
Debt Service Reserve Fund Ambac Assurance Surety Bond ........................................................................9
Additional Bonds............................................ ................... .......................................................................... 10
InvestInents............................... .................... ............................................................................................... 10
Other Covenants..................................................................................................................... ......... ............ 11
PUBLIC SERVICE TAX AND FRANCHISE FEES ............................................................................................... 11
111
Public Service Tax................................... ...................... ............................................................................... 11
Franchise Fees.................................................................................................................................... ......... 12
MUNICIPAL BOND INSURANCE .........................................................................................................................14
Payment Pursuant to Municipal Bond Insurance Policy ....................~............:........................................... 14
Ambac Assurance Corporation..... ........ ........... ............ ....... .......... ................... .......... ............... ..... ..... ......... 15
Available Information .... ......... ................. ........... ............................ ......... ..... ........... .................. .... ............. 16
Incorporation of Certain Documents by Reference ....................;.....................:..........................................16
Ambac Assurance Year 2000 Readiness Disclosure .....................................:.............................................17
THE CITy............... ::................................................................................................................................ ................ 17
Year 2000 Readiness .. .... ........ ............. ....... ... ..... ........ ......................... ......... ................. .......... .... ..... ........... 17
LITIGATION.............................................................................................................................. .............................. 18
LEGAL MA TIERS.... .... .............................. ........ ...... .................... ...... ........... .......... ... .... ......................................... 18
TAX EXEMPTION ....... ... .... .... ..... ....... .... .......... .........:.............. ................... ..... ... ........... ... ........ ..... ...... ................... 19
General ............;...........:....................................................................................................... ....................... 19
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT.......................................................................................20
PAYING AGENT YEAR 2000 COMPLIANCE ...................................................................................................... 20
UNDERWRITING ... .... ...................................... ....... ................ ....... ....... ................... ........... .... .................. .... ..........20
FINANCIAL ADVISOR.... ... ..... .................. ................... ..... ... ....... ...... ...... .... ....... ................ ..................... ... ..... .......21
INVESTMENT POLICy...... ..........:........ ....... ................ ..... ......... ............ .............. ... .... ....................... ....... ...... .......21
RATINGS................................................................................................................................ .................................. 21
FINANCIAL STATEMENTS ..... ............. .......... ....... .......... ........... ............ ................ ..... ..................... ..... ..... ..... ...... 21
.CONTINUING DISCLOSURE.. ..... ......... .......... ........... ...... .......... ............. ... ...... .... ...... .... .... ... ..... .... ... ... ..................21
VERIFICATION OF MATHEMATICAL COMPUTATIONS ................................................................................ 22
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS............................................................ 22
ENFORCEABILITY OF REMEDIES ...... ........ ..... ..... ....... ......... ....... ...... ....... ....... ...... .... '.' ... ...... ..... .............. ..........22
MISCELLANEOUS ....... ....... ....... ........ .... ........... ...... ..................... ............ .... ..... .... ..... ..... ......... .... ...... ..................... 22
CERTIFICA TE AS TO OFFICIAL STATEMENT ..................................................................................................23
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
APPENDIX G
City of Winter Springs, Florida General Information
Form of the Resolution
General Purpose Financial Statements and Independent Auditors' Report for the Fiscal Year
Ended September 30, 1998
Specimen Municipal Bond Insurance Policy
Form of Opinion of Bond Counsel
Form of Continuing Disclosure Certificate
Table of Accreted Values
IV
SUMMARY STATEMENT
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the facts material to making an
investment decision. The offering by the City of Winter Springs, Florida, of its $8,000,000. Improvement
Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), to potential investors is made only by means of
the entire Official Statement. No person is authorized to detach this Summary. Statement from the Official
Statement or otherwise use it without the entire Official Statement. Capitalized terms used but not defined in this
Summary Statement shall have the same meaning as in the Resolution (as hereinafter defmed), unless the context
would. clearly indicate otherwise. See "Form of the Resolution" - Appendix B hereto..
The City
The City of Winter Springs, Florida (~he "City") was originally incorporated in 1959 under the name of the
Village of North Orlando and became the City of Winter Springs in 1972. The City is located insouthem Seminole
County in central Florida. Adjacent municipalities are Longwood, Casselbeiry and Oviedo.' The City's estimated
1998 population was 28,404. The City is served by a City Commiss~on - City Manager form of goveminent'"
consisting of a Mayor, five commissioners and a City Manager. The Mayor and City Commissioners are elected for
three-year terms. The Mayor votes on matters coming before the City Comrtlission only if needed to break a tie. vote
among the other City Commissioners. The City Manager is appointed by the City Commission. . ,.
For additional informatIon concerning the City, see Appendices A and C hereto.
The Series 1999 Bonds
The Series 1999 Bonds are being issued in fully registered form in the name of Cede & Co., as nominee for
The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the
Series 1999 Bonds. The Series 1999 Bonds will be available to purchasers in denominations cif $5,000 and integral
multiples thereof in the case of the Series 1999 Bonds which pay interest semiannually (the "Series 1999 Current
Interest Bonds"), and in the original principal amounts set forth herein per $5,000 Accreted Value at maturity or any
integral multiple thereof in the case of Series 1999 Bonds which do not pay interest until maturity or redemption
("Series 1999 Capital Appreciation Bonds"). Interest on the Series 1999 Current Interest Bonds is payable on.
October 1, 1999 and on each April 1 and October 1 thereafter until maturity or redemption. The Series 1999 Capital
Appreciation Bonds bear interest payable only at maturity or upon earlier redemption in amounts determined by
reference to the Table of Accreted Values included herein, which includes both the original principal amount and
interest compounded semi-animally on each April I and October 1, cornrnencing October 1, 1999. Amounts due ort
the Series 1999 Bonds will be paid to Cede & Co., as nominee for DTC, as registered owner of the Series 1999
Bonds, to be subsequently disbursed to DTC Participants and thereafter to the Beneficial 9wners of the . Series 1999 "
Bonds. See "THE SERIES 1999 BONDS" herein. . .
Certain of the Series 1999 Bonds are subject to. optional and mandatory sinking fund redemption prior to
maturity as set forth herein. See "THE SERIES 1999 BONDS - Redemption" herein.
Purpose of the Series 1999 Bonds
The Series 1999 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statut<?s, the City Charter
and Resolution No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented
and particularly as amended and supplemented by Resolution No. _ of the City adopted by the City Commission'
on , 1999 as supplemented (collectively, the "Resolution") to (i) currently refund all of the City's
outstanding Improvement Refunding Re,venue Bonds, Series 1989 (the "Refunded Bonds"), (ii) finance the
acquisition and construction of various capital improvements within the jurisdiction of the City (iii) purchase a
surety bond for deposit to the subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds,
and (iv) finance the costs of issuance of the Series 1999 Bonds including the municipal bond insurance premium.
. Preliminary, subject to change
v
See "PURPOSE OF THE SERIES 1999 BONDS," "THE PROJECT," "PLAN OF REFUNDING" and
"ESTIMATED SOURCES AND USES OF FUNDS" herein.
Security for the Series 1999 Bonds
The Series 1999 Bonds are payable from and secured by a.first lien upon and pledge of the franchise fees levied and
collected by the City pursuant to City Ordinance No. 290, pursuant to which the City granted an electric franchise to Florida
Power Corporation for a period of thirty years from April I, 1984 (the "Franchise Fees") and the public service tax levied and
collected by the City pursuant to Section 166.231, Florida Statutes and an ordinance duly enacted by the City Commission on
March 27, 1989, as amended and supplemented (the "Public Service Tax" collectively with the Franchise Fees, the "Excise
Taxes"). The current franchise with Florida Power Corporation expires prior to the final maturity of the Series 1999
Bonds. The lien of the Series 1999 Bonds on the Excise Taxes is on a parity with the lien thereon of the City's outstanding
Improvement Refunding Revenue Bonds, Series 1993, See "SECURITY FOR THE SERIES 1999 BONDS" herein.
The Series 1999 Bonds shall not be or constitute general obligations or indebtedness of the City as
"bonds" within the meaning of the Florida (:onstitution, but shall be special obligations of the City, payable
solely from the Excise Taxes in accordance with the terms ofthe Resolution. No Holder of any Series 1999
Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 1999
Bonds, or be entitled to payment of such Series 1999 Bonds from any moneys of the City except as provided
in the Resolution.
The Resolution provides tJ1at a sum equal to the Reserve Requirement shall be deposited in the subaccount
in the Reserve Account created for the benefit of the Series 1999 Bonds at the time of delivery of the Series 1999
Bonds and shall be used only for the purposes provided in the Resolution, The "Reserve Requirement" is defmed as
the lesser of (i) the Maximum Bond Service Requirement for the Series 1999 Bond, (ii) 125% of the Average
Annual Bond Service Requirement for the Series 1999 Bond or (iii) 10% of the proceeds of the Series 1999 Bonds.
The City will, in connection with the issuance of'the Series.. 1999 Bonds, purchase from Ambac Assurance
Corporation for deposit to such subaccount,in the Reserve Account a surety bond in a face amount equal to the
Reserve Requirement for the Series 1999 Bonds. See "SECURITY FOR THE SERIES 1999 BONDS - Debt
Service Reserve Fund Ambac Assurance Surety Bond".
Redemption
The Series 1999 Bonds maturing on or after October 1, _ are subject to optional redemption on or after
October 1, _ at the redemption prices described herein. The Series 1999 Bonds maturing on October 1, _ are
subject to mandatory sinking fund redemption beginning October 1, _' See "THE SERIES 1999 BONDS -
Redemption" herein,
Municipal Bond Insurance
Payment of the principal of aIld interest on the Series 1999 Bonds, when due, will be insured by a
municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of
the Series 1999 Bonds. See "MUNICIPAL BOND INSURANCE" herein and Appendix D hereto.
Professionals
. SunTrust Bank, Central Florida, Natio~al Association, Orlando, Florida will serve as Registrar and Paying
Agent pursuant to the Resolution and as Escrow Holder pursuant to the Escrow Deposit Agreement.
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Orlando, Florida, is serving as Bond Counsel and
Disclosure Counsel. Kruppenbacher & Associates; Orlando, Florida, is the City Attorney.
Deloitte& Touche LLP is the City's auditor.
First Southwest Company, Orlando, Florida is the City's financial advisor and McGladrey & Pullen is
serving as the verification agent.
VI
Some of the professionals will be compensated from a portion of the proceeds of the Series 1999 Bonds,
identified as "Costs of Issuance" under the heading "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Such compensation in some instances, but not in regard to the City's auditor, is contingent upon the issuance of the
Series 1999 Bonds and the receipt of the proceeds thereof.
Delivery of the Series 1999 Bonds
It is anticipated that the Series 1999 Bonds in fully registered form will be available for delivery through
the facilities of The Depository Trust Company on or about July ~, 1999.
Additional Bonds
Subject to certain conditions set forth in the Resolution, the City may from time to time issue Additional
Parity Obligations, (as hereinafter defmed) that are payable from and secured by a first lien on and pledge of the
Excise Taxes on a parity with the Series 1999 Bonds and the Parity Bonds then Outstanding. See "SECURITY FOR
THE SERIES 1999 BONDS - Additional Bonds" herein.
Authorizing Resolution and Definitions
A copy of the form of the Resolution is set forth in Appendix B hereto. Definitions of certain capitalized
words used in this Official Statement and not otherwise defined herein have the meaning ascribed to such terms in
the Resolution.
Continuing Disclosure
The City has agreed and undertaken for the benefit of the Holders of Series 1999 Bonds, to provide certain
financial information and operating data relating to the City and the Series 1999 Bonds and notice of certain
enumerated events pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934. See "CONTINUING
DISCLOSURE" herein.
Additional Information
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Descriptions of the Series 1999 Bonds, and other agreements and documents contained herein constitute summaries
of certain provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other
agreements and documents for a more complete description of such provisions.
Investors should contact the City Clerk (407) 327-1800 at City Hall, 1126 East State Road 434, Winter
Springs, Florida 32708-2789, to obtain copies of the Resolution or basic documentation or with questions
concerning this Official Statement of the Series 1999 Bonds.
Except to the extent otherwise indicated, information contained in this Official Statement was compiled by
the City.
Miscellaneous
The references, excerpts and summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is directed to all such documents for full and
complete statements of all matters of fact relating to the Series 1999 Bonds, the security for the payment of the
Series 1999 Bonds, and the rights and obligations of holders thereof.
The information contained in the Official Statement involving matters of opinion or estimates, whether or
not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any
of the estimates will be realized. Neither this Official Statement nor any statement which may have been made
verbally or in writing is to be construed as a contract with the holders of the Series 1999 Bonds.
[END OF SUMMARY STATEMENT]
VB
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LEFT BLANK
OFFICIAL STATEMENT
$8,000,000'
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS,
SERIES 1999
INTRODUCTION
The purpose of this Official Statement, including the cover page, Summary Statement and all"appendices, is'
to set forth certain information in connection with the issuance and sale by the City of Winter Springs, Florida (the
City") of its $8,000,000* aggregate principal amount ofImprovement Refunding Revenue Bonds, Series 1999 (the
"Series 1999 Bonds").. .
The Series 1999 Bonds are issued under and pursuant to Chapter 166,. Part II, Florida Statutes, the City
Charter and other applicable provisions oflaw, and Resolution No. 615 of the CitY adopted by the City Commission
on May 1, 1989 as amen.ded. and supplemented and particularly as. aI1)ended and. suppJemented by Resolution No.
_ .of the City adopted by the City Commission on , 1999, a~ sUPRlemented (collectively, the .
"Resolution"). See Appendix B, "Form of the Resolution".
The S(':ries 1999 Bonds are payable from and secured' by a first lien upon a~d pledge of. the francflise fees
levied and collecte!f by the City pursuant to City Ordinanc{: No. 290 pursuant ,to which the City granted an. electric
franchise to Florida Power Corporation for a peI;iod of thirty years from April 1, 1984 (the "Franchise Fees!:) ancj th~
public service tax levied and collected by the City. pursuant to Section 166.231., Flori9a: Statutesa~dan ,or:dinance
duly enacted by the City Commission on March 27, 1989, as amended' and supplemen~ed (the "Public Service Tax"
collectively with the Franchise Fees, the "Excise Taxes"). The current franchise with Florida Power.
Corporation expires prior to the final maturity of the Series 1999 Bonds. The lien of the Series 1999 Bonds on
the Excise Taxes is on a parity with the lien thereon of the City's outstanding Improvement Refunding Revenue
Bonds, Series 1993 (the "Parity Bonds"). The Parity Bonds are currently outstanding in the principal amount of
$8,590,000. See "SECURITY FOR THE SERIES 1999 BONDS" herein. ',.' "
The Series 1999 Bonds shall not be or constitute general obligations or iridebted'ness o( the City as
"bonds" within the meaning of the Florida Constitution, but shall be special obligiltions of the. City, payable
solely from the Excise Taxes in accordance with the terms of the Resohition. . No Holder of any Series 1999
Bond shall ever have the right to compel the exercise of allY .ad valorem taxing power to pay such Series 1999
Bonds, or be entitled to payment of such Series 1999 Bonds from any moneys of the City except as provided
in the Resolution. .
The Series 1999 Bonds are issuable only in the form of fully registered bonds without coupons. in the
denomination of $5,000 principal amount or any integral multiple thereof in the case of Series 1999 Bonds which
pay interest semi-annually ("Series 1999 Current Interest Bonds"), and in the original principal amounts set forth
herein per $5,000 Accreted.Value at maturity.or any integral multiple thereof in the case of Series 1999 Bonds
which do not pay interest until maturity or redemption CSeries 1999 Capital Appreciation Bonds"). Interest on the
Series 1999 Current Interest Bonds is payable semi-annually on each April I and October 1, commencing October 1,
1999. The Series 1999 Current Interest Bonds, when issued, will be registered in the name of Cede & Co., as
nominee for The Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial interests in'
the Series 1999 Bonds (the "Beneficial Owners") will be made in book-entry only form. Accordingly, principal of
and interest on the Series 1999 Current Interest Bonds and the Accreted Value on the Series 1999 Capital
Appreciation Bonds will be paid by SunTrust. Bank, Central Florida, National Association, Orlando, Florida, as
paying agent directly to DTC as the registered owner thereof. Disbursements of such payments. to the DTC
Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of DTC Participants and Indirect Participants, as more fully described herein. See "THE SERIES
1999 BONDS - Book-Entry Only System" herein.
Preliminary, subject to change
1
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized teIms used but not defmed herein have the same meanings as when used in the Resolution
unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 1999
Bonds are set forth in the Resolution, the form of which is attached to this Official Statement as Appendix B. The
description of the Series 1999 Bonds, the documents authorizi~g and securing the same, and the information from
various reports and statements contained herein are not comprehensive or defmitive. All references herein to such
documents, reports and statements are qualified by the entire, actual content of such documents, reports and
statements. Copies of such documents, reports and statements referred to herein that are not included in their
entirety in this Official Statement may be obtained, after payment of applicable copying and mailing costs, from the
City of Winter Springs, at City Hall, 1126 East State Road 434, Winter Springs, Florida 32708-2797, Attention: City
Clerk, (407) 327-1800.
PURPOSE OF THE SERIES 1999 BONDS
The Series 1999 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter
and Resolution No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented
and particularly as amended and supplemented by Resolution No. _ of the City adopted'by the City Commission
on , 1999 as supplemented (collectively, the "Resolution") to (i) currently refund all of the City's
outstanding Improvement Refunding Revenue Bonds, Series 1989 (the "Refunded Bonds"), (ii) fmance the
acquisition and constmction of various capital improvements within the jurisdiction of the City (iii) purchase a
surety bond for a deposit to the subaccount in the Reserve Account created for the benefit of the Series 1999 Bonds,
and (iv) fmance the costs of issuance of the Series 1999.Bonds including the municipal bond insurance premium.
See "THE PROJECT," "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS"
herein.
THE PROJECT
The City expects to use the proceeds of the Series 1999 Bonds deposited in the Construction Fund, see
"ESTIMATED SOURCES AND USES OF FUNDS" herein, to construct various capital improvements within the
jurisdiction of the City including recreational facilities, public housing projects and traffic control improvements.
The City may amend the capital improvements constituting the Project from time to time.
PLAN OF REFUNDING
The Refundf:d Bonds, as of the date of delivery of the Series 1999 Bonds, will be outstanding in the
aggregate principal amount of $2,875,000. To effect the refunding of the Refunded Bonds, the City will enter into
an escrow deposit agreement (the "Escrow Agreement") with SunTrust Bank, Central Florida, National Association,
Orlando, Florida, as escrow holder (the "Escrow Holder"). Pursuant to the terms of the Escrow Agreement, the City
will deposit with the Escrow Holder a portion of the proceeds of the Series 1999 Bonds, as well as other available
moneys of the City. Such moneys, other than beginning cash balances, will be applied on the date of delivery of the
Series 1999 Bonds to the purchase of direct obligations of the United States of America (the "Federal Securities").
The Federal Securities shall mature at such times and in such amounts as shall be sufficient to pay the principal of
redemption premium, and interest on such Refunded Bonds on the redemption date of October 1, 1999. Such
Refunded Bonds are subject to redemption on October 1, 1999 at a redemption price of 101% of the principal
amount thereof, plus accrued interest to the redemption date. Upon the deposit of such moneys into the escrow
deposit account (the "Escrow Account'!) as provided ill the Escrow Agreement, in the opinion of Bond Counsel, the
lien of the holders of the Refunded Bonds on the Excise Taxes and other sources pledged to such holders will no
longer be in effect with respect to said Refunded Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
DEBT SERVICE REQUIREMENTS
The following table shows the scheduled annual principal and interest requirements on the Series 1999
Bonds total annual debt service on the Series 1999 Bonds, total debt service for the Parity Bonds and combined debt
service for all such bonds.
Year Series 1999 Bonds Aggregate Series Total Series 1999 Bonds
Ending 1999 Bonds Parity Bonds and Parity Bonds
(October I) Principal Interest Debt Service Debt Service . Debt Service
1999 * $493,907.50
2000 491,837.50.
2001 489,767.50
2002 492,697.50
2003 495,147.50
2004 492,342.50
2005 494,537.50
2006 491,387.50
2007 718,237.50
2008 958,012.50
2009 959,400.00
2010 959,212.50
2011 962,450.00
2012 958,850.00
2013 958,675.00
2014 959,900.00
2015 958,925.00
2016 960,750.00
2017 959,250.00
2018 960,750.00
2019
2020
2021
2022
2023
2024
2025
2026.
2027
2028
2029
Total $ $ $ $15.216.037.50 $
* Includes accrued interest of $
The City has, in addition to the pledge granted to holders of the Series 1999 Bonds and the Parity Bonds,
granted a subordinate lien in the Excise Taxes to the holders of its Subordinate Improvement Revenue Bonds, Series
1997. Such subordinate bonds mature October 1,2002 and have a maximum annual debt service of$132,983.
3
ESTIMA TED SOURCES AND USES OF FUNDS
Sources of Funds:
Series 1999 Bond Proceeds
Less Net Original Issue Discount
Accrued Interest
City Contribution
$
*
Total Estimated Sources of Funds $
Uses of Funds:
Deposit of Accrued Interest on Series 1999 Current Interest Bonds to Interest Account $
Deposit to Escrow Account for Refunded Bonds
Deposit to Construction Fund for Project
Cost ofIssuance( I)
Total Estimated Uses of Funds $
(I) Includes underwriter's discount, costs of issuance, and other fees and expenses including the municipal
bond insurance and surety bond premiums associated with the issuance of the Series 1999 Bonds.
THE SERIES 1999 BONDS
General Description
The Series 1999 Bonds are issuable only in the form of fully registered bonds in the denomination of
$5,000 principal amount or any integral multiple thereof in the case of Series 1999 Bonds which pay interest semi-
annually ("Series 1999 Current Interest Bonds"), and in the original principal amounts set forth herein per $5,000
Accreted Value at maturity or any integral multiple thereof in the case of Series 1999 Bonds which do not pay
interest until maturity or redemption ("Series 1999 Capital Appreciation Bonds"). Interest on the Series 1999
Current Interest Bonds is payable semi-annually on each April 1 and October I, commencing October I, 1999. The
Series 1999 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York ("DTC"). Purchases of beneficial interests in the Series 1999 Bonds (the
"Beneficial Owners") will be made in book-entry only form. Accordingly, principal of and interest on the Series
1999 Current Interest Bonds and the Accreted Value of the Series 1999 Capital Appreciation Bonds will be paid by
SunTrust Bank, Central Florida, National Association, Orlando, Florida, as paying agent directly to DTC as the
registered owner thereof. Disbursements of such payments to the DTC Participants is the responsibility of DTC and
disbursements of such payments to the Beneficial Owners is the responsibility of DTC Participants and Indirect
Participants, as more fully described herein. See "THE SERIES 1999 BONDS - Book-Entry Only System" herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
Redemption
Optional Redemption of Series 1999 Bonds
The Series 1999 Bonds maturing on or prior to October 1, _, are not redeemable prior to their
respective maturities. The Series 1999 Bonds maturing on or after October 1, _, are subject to optional
red~mption prior to their maturities on or after October 1, _' at the option of the City in whole or in part at any
time, in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from
any legally available moneys at a redemption price (expressed as a percentage of the principal amount in the case of
Series 1999 Current Interest Bonds or Accreted Value in the case of Sedes 1999 Capital Appr~ciation Bonds to be
redeemed) as set forth in the following table, together with accrued interest to the redemption date. .
Period During Which Redeemed
(Both Dates Inclusive)
. ,
Redemption Price
October 1, _ through September 30,_
October 1, and thereafter
101%
100%
Mandatoiy Redemption of Series 1999 Current'Interest Bonds
The Series 1999 Bonds maturing on October 1, _ are subject to mandatory .r~demptiop. prior to maturity
in part by lot on October 1, ~ and on each October 1 thereafter, at a redemption price equal to the principal'
amount thereof and accrued interest thereon to the date fixed for .redemption, wIthout premium froin Amortization
Installments through operation of the Redemption Account, as follows:. . ..
October 1 of Year
Principal Amount
$
Redemption Notice and Effect of Redemption
Notice of redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Registrar,
and mailed, fir.st class mail, postage prepaid, to all Holders of Series 1999 Bonds to be redeemed at'their addresses
as they appear on the registration books, but failure to mail such notice to one or more Holders of Series 1999 Bonds
shall not affect the validity of the proceedings for such redemption with respect to Holders of Series 1999 Bonds to
which notice was duly mailed. Each such notice shall set forth the date fixed for redemption, the redemption price
to be paid and, if less than all of the Series 1999 Bonds of one maturity are to be called, the distinctive numbers of
such Series 1999 Bonds to be redeemed and in the case of Series 1999 Bonds to be redeemed in part only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
As long as the book-entry only system is used for determining beneficial ownership of the Series 1999
Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC
Participants, who will in turn be responsible for notifying the Beneficial Owners. Any failure of Cede & Co. to
notify any DTC Participant, or of any DTC Participant to notify the Beneficial Owner of any such notice, will not
affect the validity of the redemption of the Series 1999 Bonds.
5
Any notice of optional redemption, other than with respect to an advance refunding, shall be circulated only
if sufficient funds have been deposited in the Debt Service Fund to pay the redemption price of the Series 1999
Bonds to be redeemed.
Official notice of redemption having been given, the Series 1999 Bonds or portions of Series 1999 Bonds
to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and-
from and after such date (unless the City shall default in the payment of the redemption price) such Series 1999
Bonds or portions of Series 1999 Bonds shall cease to bear interest.
Book-Entry Only System
Unless the book-entry system described herein is terminated, as hereinafter described, The Depository
Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 1999 Bonds. The
Series 1999 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully registered Series 1999 Bond certificate will be issued for each maturity of the
Series 1999 Bonds, in the aggregate principal amount of such Series 1999 Bonds.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code and "clearing agency"
registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds securities
that i'tsparticipants ("DTC Participants") deposit with DTC. DTC also facilitates the clearance and settlement of
securities transactions among DTC Participants through electronic computerized book-entry changes in DTC
Participant's accounts, thereby eliminating the need for physical movement of securities certificates. Access to the
DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its participants are on file with the Securities and Exchange
Commission.
Purchases of the Series 1999 Bonds under the DTC system must be made by or through DTC Participants,
which will receive a credit for the Series 1999 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 1999 Bond (a "Beneficial Owner") is in turn to be recorded on the DTC and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but
Beneficial Owners aTl~ expected to receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the DTC or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Series 1999 Bonds are to be accomplished by
entries made on the books of DTC and Indirect Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in the Series 1999 Bonds, except in the
event that use of the book-entry system for the Series 1999 Bonds is discontinued.
To facilitate subsequent transfers, all Series 1999 Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 1999 Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Series 1999 Bonds; DTC's records reflect only the identity of the DTC Participants
to whose accounts such Series 1999 Bonds are credited, which mayor may not be the Beneficial Owners. The DTC
and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to DTC Participants, by DTC Participants and
Indirect Participants, to Beneficial Owners will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
6
Neither DTC nor Cede & Co. will consent or vote with respect to the Series 1999 Bonds. Under its usual
procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. TIle Omnibus Proxy
assigns Cede & Co.' s consenting or voting rights to those DTC Participants to whose accounts the Series 1999
Bonds are credited on the record date (identified in a listing attached to the Onmibus Proxy).
Principal and interest and Accreted Value payments on the Series 1999 Bonds will be made to DTC.
DTC's practice is to credit DTC Participants' accounts on the payable date in accordance with their respective
holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on the payable
date. Payments by DTC or Indirect Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name" and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the City,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal,
premium, if any, Accreted Value and interest to DTC is the responsibility of the ~ity or the Paying Agent,
disbursement of such payments to DTC Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the respo~sibility of DTC or Indirect Participants. .
NEITHER THE CITY OR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR
OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE
WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC
PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 1999
. BONDS. THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DIRECT
PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE
SERIES 1999 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE
ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TfMEL Y BASIS, OR
THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT.
The book-entry system may be terminated upon the happening of either of the following: (a) DTC
discontinues providing its services as securities depository by giving reasonable notice to the City and the Paying
Agent, or (b) the City in its sole discretion elects to terminate the book-entry system by notice to DTC and the
Paying Agent. If the City does not replace DTC, the Registrar shall notify DTC of the availability of defmitive or
temporary Series 1999 Bond certificates (the "Replacement Series 1999 Bond,S") to Beneficial Owners requesting
the same in an aggregate outstanding amount representing the interest of each such Beneficial Owner. Definitive
Replacement Series 1999 Bonds shall be issued only upon surrender to the Registrar of the Series 1999 Bond,S of
each maturity by DTC, accompanied by registration instructions for the definitive Replacement Series 1999 Bonds
for such maturity from DTC. Neither th~ City nor the Registrar shall be liable for any delay in delivery of such
instructions and conclusively may rely on and shall be protected in relying on such instructions ofDTC.
In the event the book-entry system is terminated, the transfer and exchange of Series 1999 Bonds shall be
accomplished as described in Appendix B "FORM OF THE RESOLUTI0N-- Negotiability, Registration and
Transfer of Bonds."
Portions of the foregoing conceming DTC and DTC's Book-Entry System are based on information fumished by
DTC to the City. No representation is made herein by the City, or the Underwriters as to the accuracy or
completeness of such information.
DTC Year 2000 Compliance
DTC management is aware that some computer applications, systems, and the like for processing data
("Systems") that are dependent upon calendar dates, including dates, before, on, and after January 1, 2000, may
encounter "Year 2000 problems." DTC has informed its Participants and other members of the financial community
(the "Industry") that it has developed and is implementing a program so that its System, as the same relate to the
7
timely payment of distributions (including principal and income payments) to security holders, book-entry
deliveries, and settlement of trades within DTC ("DTC Services"), continue to function appropriately. This program
includes a teclmical assessment and a remediation plan, each of which is complete. Additionally, DTC's plan
includes a testing phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its service is also dependent upon ather parties, including but
nat limited ta issuers and their agents, as well as third party vendors fram wham DTC licenses saftware and
hardware, and third party vendors an wham DTC relies for infarmation or the provisian of services, including
telecammunicatian and electrical utility service praviders, among .others. DTC has informed the Industry that it is
cantacting (and will cantinue ta cantact) third party vendars fram wham DTC acquires services ta: (i) impress upon
them the impartance of such services being Year 2000 campliant; and (ii) determine the extent of their effarts for
Year 2000 remediation (and, as apprapriate, testing) .of their services. In additian, DTC is in the process .of
developing such contingency plans as it deems appropriate.
SECURITY FOR THE SERIES 1999 BONDS
Pledge Under the Resolution to Secure the 1999 Bonds
The Series 1999 Bands are special .obligations .of the City and are payable solely from and secured by a first
lien upon and pledge of, (i) the proceeds of the public service tax imposed by the City an the purchase of certain
utilities services within the corporate limits of the City, under the autharity of Section 166.231, Florida Statutes and
pursuant to Ordinance No. 454 enacted by the City on March 27, 1989 (the "Public Service Tax") and (ii) the
proceeds of franchise fees to be paid for a period of thirty (30) years commencing April 1, 1984, by Florida Power
Carparatian, pursuant ta an .ordinance enacted by the City on March 27, 1984 as amended and supplemented (the
"Franchise Fees") (such Public Service Tax and Franchise Fees are herein collectively referred to as "Excise
Taxes"). See "PUBLIC SERVICE TAX AND FRANCHISE FEES" herein. The current franchise agreement in
favor of Florida Power Corporation pursuant to which the Franchise Fees are paid to the City expires on
March 31, 2014 prior to the final maturity of the Series 1999 Bonds.
The Series 1999 Bonds do not constitute a general indebtedness of the City within the meaning of any
Canstitutional, statutory or charter provision or limitatians, but will be payable solely from and secured by a lien
upon and pledge .of the Excise Taxes. The lien .of the Series 1999 Bands on the Excise Taxes is on a parity with the
lien thereon of the Parity Bands. The Resolution provides that no holder or halders of any of the Series 1999 Bonds
will ever have the right ta require .or compel the exercise .of the ad valorem taxing power of the City for the payment
of the principal of and interest an the Series 1999 Bonds or to make any sinking fund, or reserve or other payment
provided for in the Resalution. The obligatian evidenced by the Series 1999 Bonds shall not constitute a lien upon
.any property of or in the City but shall canstitute a lien .only upan the Excise Taxes in the manner provided in the
Resalution.
Flow of Funds
The Resalution creates.an Excise Taxes Fund and requires that all Excise Taxes upon receipt by the City be
depasited therein. The Resolution provides that the Excise Taxes received by the City are immediately subject to
the lien and pledge in favar .of the Series 1999 Bands and the Parity Bonds without any physical delivery or further
act. Excise Taxes in the Excise Taxes Fund are to be depasited manthly to the Debt Service Fund and the accounts
therein in amounts sufficient to provide for the payment .of debt services when due an the Series 1999 Bonds and the
Parity Bonds. The Debt Service Fund includes the Reserve Accaunt. All such funds to be held under the Resolution
will be held by the City and no independent trustee has been appointed ta hold the maneys in such funds for the
. benefit .of the Bandholders. All slJch funds are required ta be continuously secured in the same manner as municipal
deposits are authorized ta be secured by the laws of the State of Flarida. Pursuant to the Resalutian, any money
remaining in the Excise Taxes Fund after making provision for the payment into the Debt Service Fund may, sa long
8
as there is no deficiency in the Debt Service Fund, be used for any lawful purpose. On July 16, 1997, the City
issued its $575,000 Subordinate Improvement Revenue Bonds, Series 1997 which are payable from any available
Excise Taxes after all deposits required by the provisions of the Resolution have b.een made to the Debt Service
Fund (including all accounts and subaccounts therein). Such debt matures October 1, 2002. For additional
information concerning the flow of funds, see Appendix B hereto.
Reserve Account
The City shall, on the date of delivery of the Series 1999 Bonds deposit to the subaccount in the Reserve
Account created for the benefit of the Series 1999 Bonds a surety bond in a face amount at least equal to the Reserve
Requirement for the Series 1999 Bonds. See "Debt Service Reserve Fund Ambac Assurance Surety Bond" below.
The Paying Agent on behalf of the City will draw on the surety bond,. up to an amount not exceeding the Surety
Bond Coverage, for the purpose of the payment of maturing principal of, Accreted Value of or interest on the Series
. 1999 Bonds when moneys in the other accounts of the Debt Service Fund are insufficient therefor, and for no other
purpose. Therefore, stich surety bond may not be drawn as to pay debt serviCe: on the Parity Bonds 9r any
subsequently issued Additional Parity Obligations. .
Debt Service Reserve Fund Ambac Assurance Surety Bond
The Resolution requires the establishment ofa subaccount within the Reserve Account fpr the benefit of
the Series 1999 Bonds in an amount equal to the Reserve Requirement for the Series 1999 Bonds. The Resolution
authorizes the City to obtain a surety bond in place of fully funding such subaccount. Accordingly, application has
been made to Amba.c Assurance Corporation ("Ambac Assurance") for the issuance of a Surety Bond for the
purpose of funding the subaccount within the Reserve Account for the benefit of the Series 1999 Bonds. The Series
1999 Bonds will only be delivered upon the issuance of such Surety Bond. The premium on the Surety Bond is to
be fully paid at or prior to the issuance and delivery of the Series 1999 Bonds. The Surety Bond provides that upon
the later of (i) one (1) day after receipt by Ambac Assurance ofa demand for payment executed by the Paying Agent
certifying that provision for the payment of principal of, Accreted Value of or interest on the Series 1999 Bonds
when due has not been made or (ii) the interest payment date specified in the Demand for Payment submitted to
Ambac Assurance, Ambac Assurance will promptly deposit funds with the Paying Agent sufficient to enable the
Paying Agent to make such payments due on the Series 1999 Bonds, but in no event exceeding the Surety Bond
Coverage, as defmed in the Surety Bond. .
Pursuant to the terms of the Surety Bond, the Surety Bond Coverage is automatically reduced to the extent
of each payment made by Ambac Assurance under the terms of the Surety Bond and the City is required to
reimburse Ambac Assurance for any draws under the Surety Bond with interest at a market rate. Upon such
reimbursement, the Surety Bond is reinstated to the extent of each principal reimbursement up,to but not exceeding
the Surety Bond Coverage. The reimbursement obligation of the City is subordinate to the City's obligations with
respect to the Series 1999 Bonds.
In the event the amount on deposit, or credited to the subaccount within the Reserve Account for the benefit
of the Series 1999 Bonds exceeds the amount of the Surety Bond, any draw on the Surety Bond shall be made only
after all the funds in such subaccount have been expended. In the event that the amount on deposit in, or credited to,
the subaccount within the Reserve Account for the benefit of the Series 1999 Bonds, in addition to the amount
available under the Surety Bond, includes amounts available under a letter of credit, insurance plicy, surety bond or
other such funding instrument (the "Additional Funding Instrument"), draws on the Surety Bond and the Additiqnal
Funding Instrument shall be made on a pro rata basis to fund the insufficiency. The Resolution provides that the
subaccount within the Reserve Account for the benefit of the Series 1999 Bonds shall be replenished in the
following priority: (i) principal and interest on the Surety Bond and on the Additional Funding Instrument shall be
paid from first available Pledged Revenues on a pro rata basis; (ii) after all such amounts are paid in full, amounts
necessary to fund the subaccount within the Reserve Account for the benefit of the Series 1999 Bonds to the
9
required level, after taking into account the amounts available under the Surety Bond and the Additional Funding
Instrumentshall be deposited from next available Pledged Revenues.
The Surety Bond does not insure against nonpayment caused by the insolvency or negligence of the Paying
Agent.
Additional Bonds
The City may issue Additional Parity Obligations, payable on a parity from the proceeds of the Excise
Taxes with the Series 1999 Bonds and the Parity Bonds subject to the following conditions as provided in the
Resolution.
(a) There shall have been obtained and filed with the City a certificate of an independent certified
public accountant of suitable experience and responsibility stating: (a) that the books and records of the City relating
to the collection and receipt of Excise Taxes have been audited by him; (b) the amount of Excise Taxes received for
any twelve (12) months out of the irmnediately preceding eighteen (18) months preceding the date of issuance of the
proposed Additional Parity Obligations with respect to which such certificate is made; (c) that the aggregate amount
of such Excise Taxes for such period is equal to not less than one hundred twenty-five percent (125%) of the
Maximum Bond Service Requirement on all obligations issued under the Resolution, if any, then Outstanding, and
the Additional Parity Obligations with respect to which such certificate is made.
(b) The Excise Taxes for the preceding Fiscal Year may be adjusted to include the estimated Excise
Taxes as certified by an independent certified public accountant, that the City would have received from areas that
1he City has annexed prior to the issuance of the Additional Parity Obligations and not fully reflected in such Fiscal
Year.
(c) The Excise Taxes for the preceding Fiscal Year may also be adjusted to include the estimated
Excise Taxes, as certified by an independent certified public accountant, that the City would have received during
such Fiscal Year due to increase in the rate or rates of such Excise Taxes during such Fiscal Year and not fully
reflected in such Fiscal Year.
(d) Each resolution authorizing the issuance of Additional Parity Obligations will recite that all of the
covenants contained in the Resolution will be applicable to such Additional Parity Obligations.
(e) The City shall not be in default in performing any of the covenants and obligations assumed under
the Resolution, and all payments required in the Resolution to have been made into the funds and accounts, as
provided thereunder, shall have been made to the full extent required.
(f) In the event any Additional Parity Obligations are issued for the purpose of refunding any Bonds
then Outstanding, the conditions in (a) above do not apply, provided that the issuance of such Additional Parity
Obligations shall not result in an increase in the aggregate amount of principal of and interest on the Outstanding
Bonds becoming due in the current Fiscal Year and all subsequent Fiscal Years. The conditions above shall apply to
Additional Parity Obligations issued for refunding purposes which cannot meet the conditions of this section.
Investments
Moneys on deposit in the Debt Service Fund excluding the Reserve Account may be invested and
reinvested in Investment Securities which mature not later than the dates on which the moneys on deposit therein
will be needed for the purpose of such fund. All income on such investments, except as otherwise provided, in the
Resolution shall be deposited in the respective funds and accounts from which such investments were made and be
10
used for the purposes thereof unless and until the maximum required amount is on deposit therein, and thereafter
shall be deposited in the Excise Taxes Fund.
Other Covenants
Pursuant to the Resolution the City has covenanted to diligently enforce and colle~t all Excise Taxes and
take all steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall
become delinquent to the full extent permitted. or authorized by law.
The City has also covenanted not to repeal the ordinance levying the Public Service Tax, and not, to amend
or modify said ordinance in any manner so as to impair or adversely affect the power. and obligation of the City to
levy and collect the Public Service Tax, or impair or adversely affect in any manner the pledge of the Public Service
Tax made pursuant to the Resolution, or the rights of the holders of the Bonds, or the rate or amount of the Public
Service Tax.
Concerning the Fr~nchise Fees the City has covenant~d that in the evept it acquires the electric power and
distribution facilities of Florida Power Corporation, or in the event it shall acquire, construct or operate an electric
power and distribution system and the Franchise Fees are not available to the City to make the payments therefrom
required pursuant to the provisions of the Resolution, ,the City will make payment from the net revenues fIrst
availablet<;> it from the operation of any such electric power and distribution system, so ,owned, acq~ired, constrUcted
or operated by it of the amounts required to be paid from the Franchise. Fees pursuant to the pro~isions of the
Resolution: . The City has also covenanted, as long as any Bonds remain outstanding, it will levy Franchise Fees
whenaddedto the amount of all taxes, license and other impositions levied by the City of at least six percent (6%)
on any provider of electricity within the jurisdiction of the City. : ..
The City further covenants that as .long as any of the principal of or,interest on any Bonqs, shall be
outstanding and unpaid, or payment thereof n.ot duly provided for, it wilf levy arid collect the Public Servlce.Tax to
the extent necessary up to the maximum rates provided ,by law as will always, together with. the Franchise fees
available therefor, provide funds sufficient to pay, as the same shall' become due, the principal of or 'Interest an the'
Bonds and to make all other payments, as the sam~ shall become due, .as provided in the Reso.lution ami all other
obligations and il).debtedness payable out of said Public Service Tax. .
PUBLIC SERVICE TAX AND FRANCHISE FEES
Public Service Tax
The Public Service Tax pledged as security for the Bonds is levied and collected by the City purs~ant to
Section 166.23 I,. Florida Statutes, and Ordinance No. 454 of the City enacted on March 27,1989, as amended and
supplemented (the "Public Service Tax Ordinal).ce"). Pursuant ~o Section 166.231, Florida Statutes, a municipality
may levy a tax on the purchase of electricity, metered natural gas, liquefIed petroleum gas either metered or bottled,
manufactured gas either metered or bottled, and water service and services competitive with such services as
determined by City ordinance. The tax shall be levied only upon purchases within.the municipality and shall not
exceed 10 percent of the payments (or at the option of the municipality the applicable physical unit) received by the
seller of the taxable item from the purchaser for the purchase of such service. Purchase of electricity means the
purchase of electric power by a person who will consume it within. the municipality. The City levies the Public
Service Tax on each and every purchase of electricity, metered or bottled gas, water service and local telephone and
telegraph service within the corporate limits of the City in the amount of 8% of the total amount billed. Pursuant to
the Public Service Tax Ordinance, the Public Service Tax as imposed by the City does not apply to long distance
telephone service or to coin box telephone or to purchases of bottled water. .
11
The Public Service Tax is not imposed against any fuel adjustment charge which is defmed as all increases
in the cost of utility services to the ultimate consumer resulting from an increase in the cost of fuel to the utility
subsequent to October 1, 1973. Also exempt are purchases by the United States Government, State of Florida and
all counties, school districts, and municipalities of the state, and by public bodies exempted by law or court order.
Purchases of local telephone service or other telecommunications service for use in the conduct of a
telecommunications service for hire or otherwise for resale are also exempt from the Public Service Tax. A
municipality may also provide for other exemptions. The Public Servic~ Tax is to be collected by the seller of the
taxable item from the purchaser at the time of the payment for suth service. The seller shall remit the taxes
collected to the City in the manner prescribed by the Public Service Tax Ordinance. The seller is required to remit
to the City. on or before the' fifteenth day of each month the taxes levied and collected during the preceding month.
Except as otherwise provided under Florida law, the seller shall be liable for taxes that are due and not remitted to
the municipality.
Florida law conditions the obligation of a seller to collect and remit the public service tax to a municipality
on the timely providing, following a request for the same, of a copy of the ordinance levying the public service tax
and other information as set forth in Section 166.232, Florida Statutes.
The Public Service Tax Ordinance provides that it is unlawful for any seller to collect the price of any sale
of the above described services without, at the same time,. collecting the tax levied with respect to said sale or sales
unless the seller shall elect to assume and pay said tax without collecting the same from the purchaser. Any seller
failing to collect said tax at the time of collecting the price of any sale where the seller has not elected to assume and
pay said tax is liable to the City for the amount of said tax as if the same had actually been paid to the seller, and the
Mayor of the City is authorized to bring any necessary suit or action for the recovery of said tax; provided, that the
seller is not liable for the payment of said tax upon uncollected bills.
The Public Service Tax Ordinance also provides that if any purchaser shall fail, neglect or refuse to pay to
the seller the seller's charge and the tax imposed thereon; the seller has the right, power and authority to
immediately discontinue further service to the purchaser until the tax and the seller's bill shall have been paid in full.
The City covenants in the Resolution that, as long as any of the principal of and interest on any Bonds are
outstanding and unpaid, or payment thereof not provided for, it will not repeal the Public Service Tax Ordinance and
will not amend or modify said ordinance in any manner so as to impair or adversely affect the power and obligation
of the City to levy and collect the Public Service Tax or impair or affect adversely in any manner the pledge of the
Public Service Tax, or the rights of the holders of any Bonds or the rate or amount of the Public Service Tax.
Franchise Fees
The Franchise Fees constitute the payments to be received by the City from Florida Power Corporation
pursuant to Ordinance No. 290 enacted by the City on March 27, 1984 as amended (the "Franchise Fee Ordinance")
whereby the City granted an electric franchise for thirty (30) years to Florida Power Corporation ("FPC") and its
legal representative, successor and assigns. Under the aforementioned ordinance, FPCis required to pay to the City
for a period of thirty (30) years from April 1, 1984, an amount, when added to the amount of all taxes, licenses and
other impositions levied by the City on FPC, equal to six percent (6%) of FPC's revenues derived from the sale of
electrical energy to residential and commercial customers within the corporate limits of the City for the twelve (12)
months preceding the applicable anniversary date. Section 4 of such ordinance provides: Within thirty (30) days
after the first anniversary of the effective date of the grant, and within thirty (30) days after each succeeding
anniversary of the effective date of this grant, Florida Power Corporation, its successors and assigns, shall make the
required payment to the City.
The Franchise Fee Ordinance provides that at and after the expiration of such franchise, the City has the
right to purchase the electric plant and facilities of FPC located within the corporate limits of the City which are
12
used under or in connection with the franchise or right, at a valuation of the property desired, real and personal,
which valuation shall be fixed by arbitration as may be provided by law. Excepted from this reservation are power
plants and high tension transmission lines owned by FPC and connected with its general system of distribution and
used for the purposes of serving conununities other than the City.
. The City covenants in the Resolution that, so long as any Bonds are outstanding and unpaid, or payment
thereof not provided for, it will not repeal the Franchise Fee Ordinance and will not amend or modify said ordinance
in any manner as to impair or adversely affect the obligation of FPC, or of its legal representatives, successors or
assigns, to pay, or the power or obligation of the City to levy and collect the Franchise Fees, or impair or adversely
affect in any manner the pledge of the Franchise Fees, or the rights of the holders of any Bonds.
The City further expressly represents in. the Resolution that it has legal and valid power to levy and
continue to levy and collect said Franchise Fees in the manner provided in said Franchise Fee Ordinance, and the
City further represents that the covenants entered into between the City and the holders of the Bonds with respect to
the pledge of the Franchise Fees constitute a valid and legally binding contract between the City and such
Bondholders and are not subject to repeal, impairment or modification by the City.
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13
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THE SERIES 1999 BONDS AND THE PARITY BONDS
The Public Service Tax receipts and Franchise Feesrevenues of the City for Fiscal Years ended S,eptember
30, 1995 through September 30, 1998 and their coverage of maximum annual debt service on the Series 1999 Bonds
and the Parity Bonds are set forth in the following table:
Fiscal Years
Ended Public Service
September 30 Tax (I) Franchise Fees (I) . . Total (I)'
1998 $1,676,606 $1,037,025 $2,713;631
1997 1,485,133 918,306 2,403,439
1996 1,485,066 931,899 2,416,965
1995 1,307,064 845,052 2,152,116
Combined
Maximum Annual
Debt Service On
The Series 1999
Bonds and The
Parity Bonds
Coverage Of
Maximum Annual
Debt Service
Requirement
(I) Derived from audited financial statements of the City.
The City has, in addition to the pledge granted to holders of the Series 1999 Bonds and the Parity Bonds,
granted a subordinate lien in the Excise Taxes to the holders of its Subordinate Improvement Revenue Bonds, Series
1997. Such subordinate bonds mature October 1, 2002 and have a maximum annual debt service of $132,983.
The following table indicates the different components of the Public Service Tax for each of the City's
fiscal years 1995 through 1998.
Fiscal Years Ended
September 30
WATER UTILITY TAXES
ELECTRIC UTILITY TAXES
TELEPHONE UTILITY TAXES
GAS UTILITY TAXES
PROPANE UTILITY TAXES
TOTAL UTILITY TAXES
FY 95(1)
$110,278
982,149
180,264
28,392
5.981
1,307,064
FY96(1)
$146,395
1,096,374
203,382
32,182
6.733
1,485,066
FY97(1)
164,277
1,062,566
219,081
28,861
10.348
1,485,133
FY98(l)
195,133
1,211,451
232,152
29,729
8.141
1,676,606
(1) Source: City Finance Department.
MUNICIPAL BOND INSURANCE
Payment Pursuant to Municipal Bond Insurance Policy
Ambac Assurance has made a commitment to issue a municipal bond insurance policy (the "Municipal
Bond Insurance Policy") relating to the Series 1999 Bonds effective as of the date of issuance of the Series 1999
Bonds. Under the terms of the Municipal Bond Insurance Policy, Ambac Assurance will pay to the United States
Trust Company of N<:w York, in New York, New York or any successor thereto (the "Insurance Trustee") that
portion of the principal of and interest on the Series 1999 Bonds which shall become Due for Payment but shall be
unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Municipal Bond Insurance Policy).
14
Ambac Assurance will make such payments to the Insurance Trustee on the later of the date on which such principal
and interest becomes Due for Payment or within one business day following the date on which Ambac Assurance
shall have received notice of Nonpayment from the Paying Agent. The insurance will extend for the term of the
Series 1999 Bonds and, once issued, cannot be canceled by Ambac Assurance.
The Municipal Bond Insurance Policy will insure payment only on stated maturity dates and on mandatory
sinking fund installment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the
Series 1999 Bonds become subject to mandatory redemption and insufficient funds are available for redemption of
all outstanding Series 1999 Bonds, Ambac Assurance will remain obligated to pay principal of and interest on
outstanding Series 1999 Bonds on the originally scheduled interest and principal payment dates including mandatory
sinking fund redemption dates. In the event of any acceleration of the principal of the Series 1999 Bonds, the
insured payments will be made at such times and in such amounts as would have been made had there not been an
acceleration.
In the event the Paying Agent has notice that any payment of principal oC-or interest on a Series 1999 Bond
which has become Due for Payment and which is made to a Series 1999 Bondholder by or on behalf of the Issuer
has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United
States Bankruptcy Code in accordance with a [mal, nonappealable order of a court of competent jurisdiction, such
registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient
funds are not otherwise available.
The Municipal Bond Insurance Policy does not insure any risk other than Nonpayment as defined in the
Policy. Specifically, the Municipal Bond Insurance Policy does not cover:
1. Payment on acceleration as a result of a call for redemption (other than mandatory sinking fund
redemption) or as a result of any other advancement of maturity. .
2. Payment of any redemption, prepayment or acceleration premium.
3. Nonpayment of principal or interest caused by the insolvency or negligence of any Paying Agent.
If it become necessary to call upon the Municipal Bond Insurance Policy; payment of principal requires
surrender of Series 1999 Bonds to the Insurance Trustee together with an appropriate instrument of assignment so
as to permit ownership of such Series 1999 Bonds to be registered in the name of Ambac Assurance to the extent of
the payment under the Municipal Bond Insurance Policy. Payment of interest pursuant to the Municipal Bond
Insurance Policy requires proof of Bondholder entitlement to interest payments and an appropriate assignment of the
Bondholder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Series 1999
Bond, appurtenant coupon, if any, or right to payment of principal or interest on such Series 1999 Bond and will be
fully subro"gated to the surrendering Bondholder's rights to payment.
The insurance provided by the Municipal Bond Insurance Policy is not covered by the Florida Insurance
Guaranty Association.
Ambac Assurance Corporation
Ambac Assurance Corporation (HAmbac Assurance") is a Wisconsin-domiciled stock insurance
corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia, the Territory of Guam and the Commonwealth of Puerto Rico, with
admitted assets of approximately $3,463,000,000 (unaudited) and statutory capital of approximately $1,970,000,000
15
(unaudited) as of March 31, 1999. Statutory capital consists of Ambac Assurance's policyholders' surplus and
statutory contingency reserve. Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
Moody's Investors Services and Fitch !BCA, Inc., have each assigned a triple-A financial strength rating to Ambac
Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of
an' obligation by Ambat Assurance will not affect the treatment for federal income tax purposes of interest on such
obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy
provisions substantially identical to those contained in its municipal bond insurance policy shall be treated for
federal income tax purposes in the same manner as if such payments were made by the issuer of the Series 1999
Bonds.
Ambac Assurance makes no representation regarding the Series 1999 Bonds or the advisability of investing
in the Series 1999 Bonds and makes no representation regarding, nor has it participated in the preparation of, the
Official Statement other than the information supplied by Ambac Assurance and presented under the headings
"MUNICIP AL BOND INSURANCE" and "SECURITY FOR THE SERIES 1999 BONDS - Debt Service Reserve
Fund Ambac Assurance Surety Bond".
Available Information
The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statement and other information with the Securities and Exchange
Commission ( the "Commission"). Such reports, proxy statements and other information may be inspected and
copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at 7 World Trade Center, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the public reference section of the Commission at 450 Fifth Street, N.W. Washington,
D.C. 20549 at prescribed rates. In addition, the aforementioned material may also be inspected at the offices of the
New York Stock Exchange, Inc. (the "NYSE") at 20 Broad Street, New York, New York 10005. The Company's
Common Stock is listed on the NYSE.
Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting
standards are available from Ambac Assurance. The address of Ambac Assurance's administrative offices and its
telephone number are One State Street Plaza, 17th Floor, New York, New York 10004 and (212) 668-0340.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Commission (File No. 1-10777) are incorporated
by reference in this Official Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and
filed on March 30, 1999;
2. The Company's Current Report on Form 8-K dated March 24, 1999 and filed on March 24, 1999;
3. The Company's 1999 Proxy Statement dated March 30,1999 and filed on March 30, 1999; and
4. The Company's monthly Report on Form 10-Q for the final and quarterly period ended March 31,
1999 and filed on May 12, 1999.
16
All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after
the date of this Official Statement will be available for inspection in the same manner as described above in
"Available Information".
Ambac Assurance Year 2000 Readiness Disclosure
Ambac Assurance's parent corporation, Ambac Financial Group, Inc. (the "Company"), is addressing the
issue of computer programs' and embedded chips' ability to distinguish between the year 1900 and the year 2000,
commonly known as the Y2K problem. The 'Company is assessing the risks to its businesses (including Ambac
Assurance) related to the functionality of its own computer systems and those of third parties. Year 2000 readiness
disclosure for the Company is set forth in Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Company's 1998 Annual Report to Shareholders (incorporated by reference into the
Company's Annual Report on Form lOK for fiscal year ended December 31,1998 filed with the Securities and
Exchange Commission on March 30, 1999). Such information is specifically incorporated by reference herein. The
Company is using internal and external resources and estimated its Y2K project costs to be $1.1 million, all of which
was charged to 1998 operating expense. With respect to Ambac Assurance, the plan was completed on March 31,
1999 and consisted of three phases: (1) assessment and impact analysis (including inventory and code scanning), (2)
testing and review, and (3) remediation. Although there are no indications that Ambac Assurance's internal systems
will be non-compliant, management is in the process of developing contingent procedures in the event its critical
systems should fail.
A potential exposure to Ambac Assurance"is the failure by any insured issuer to make debt service
payments due to an issuer's systems failure. An issuer's failure to make debt service payments due to Y2K related
systems failures could result in a claim under an Ambac Assurance insurance policy. In such event, Ambac
Assurance would utilize its sources of liquidity to pay claims. Ambac Assurance would expect full recovery of such
claims when Y2K problems are resolved.
No assurance is made regarding the ultimate outcome of the Company's plan, and external failures (such as
failure affecting securities exchanges or funds and securities clearing organizations) could have a material adverse
impact on the operations of the Company and its subsidiaries, including Ambac Assurance.
THE CITY
The City was incorporated in 1959 under the name of the Village of North Orlando and became the City of
Winter Springs in 1976. The ,City is located in Seminole County, which is a part of the greater Orlando metropolitan
area in East Central Florida. This area is one of the fastest growing areas in the country. The City is primarily a
retail, office and residential a.rea with a small amount of light industry and commercial. The City currently has a
land area of 14.6 square miles and a 1998 population of approximately 28,404. The City operates according to a
Commission/Manager form of government, with an appointed City Manager, five elected City Commissioners and a
separately elected Mayor. The Mayor votes on matters coming before the City Commission only if a vote by the
other Commissioners results in a tie.
Year 2000 Readiness
The year 2000 issue is the result of shbrtcomings in many electronic data processing systems and other
electronic equipment that may adversely affect operations in the year 1999 and beyond. This situation mainly stems
from many such systems and equipment using only a two-digit year in their date fields. This could result in
inaccurate data processing or bring to a halt the processing of data altogether.
17
The City has identified all of the systems that are critical to its operations in order to ensure that these
systems will be year 2000 compliant. The remediation stage of the plan, whereby systems and equipment changes
are made, is currently in progress, and validation and testing of such changes will be performed and completed by
the third quarter of 1999 to ensure that the City is year 2000 compliant in all applications, operating systems, and
computer equipment. However, because of the unprecedented nature of the year 2000 issue, its effects, and the
success of related remediation efforts will not be fully determinable until the year 2000 and thereafter. Management
cannot assure that the City is or will be year 2000 ready, that the City's remediation efforts will be successful in
whole or in part, or that parties with whom the City does business will be year 2000 ready.
As of June 30, 1999, the City expects that its equipment, and personal computer hardware and software will
be compliant for year :WOO issues.
Section 282.4045, Florida Statutes provides immunity for the State, its agencies and any unit of local
government from damages related to Y2K problem failures, to the same extent that such governmental entities are
currently immune from suits under sovereign immunity laws of the State. The sovereign immunity laws provide
that the State, its agencies and units of local government are not liable for tort claim or judgment by anyone person
which exceeds the sum of $1 00,000 or any claim or judgment, or portions thereof, which, when totaled with all other
claims or judgments paid by the governmental unit arising out of the same incident or occurrence, exceeds the sum
of $200,000, unless the Florida Legislature approves payment in excess of such amounts.
For additional information concerning the City see Appendices "A" and "c" hereto.
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 1999
Bonds or questioning or affecting the validity of the Series 1999 Bonds or the proceedings and authority under
which they are to be issued. Neither the creation, organization or existence of the City, nor the title of the present
City Commission members or other officials of the City to their respective offices is being contested. There is no
litigation pending which in any manner questions the right of the City to issue the Series 1999 Bonds in accordance
with the provisions of the Resolution. and the laws of the State of Florida.
The City experiences routine litigation and claims incidental to the conduct of its affairs. The City carries
substantial insurance for these exposures, and pending claims are defended by and, if necessary, are anticipated to be
paid by the insurance carriers.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 1999 Bonds and the issuance thereof by the City
are subject to the approving opinion of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Orlando, Florida,
Bond Counsel. Copies of such opinion will be available at the time of the delivery of the Series 1999 Bonds and the
proposed form of such opinion is set forth in Appendix E hereto and reference is made thereto for the terms thereof.
The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of
deli\'ery. The opinion will speak only as of its date, and subsequent distribution of its by recirculation of the Official
Statement or otherwise shall create nO implication that subsequent to the date of the opinion Bond Counsel has
reviewed or express(:s any opinion concerning any of the matters referenced in the opinion. Certain legal matters
will be passed upon for the City by Kruppenbacher & Associates, City Attorney, Orlando, Florida and by Carlton,
Fields, Ward, Emmanuel, Smith & Cutler, P.A., Disclosure Counsel.
18
TAX EXEMPTION
General
The Internal Revenue Code of 1986 (the "Code") establishes certain requirements which must be met
subsequent to the issuance and delivery of the Series 1999 BOI}.ds for interest thereon to be and remain excluded
from gross income for federal income tax purposes. Noncompliance with such requirements could cause the interest
on the Series 1999 Bonds to be included in gross income for federal income tax purposes retroactive to the date of
issue of the Series 1999 Bonds. Those requirements include, but are limited to, provisions which prescribe yield and
other limits within which the proceeds of the Series 1999 Bonds and other amounts are to be invested and require,
under certain circumstances, that certain excess investment earnings on the foregoing must be rebated on a periodic
basis to the Treasury Department of the United States. The City has covenanted in the Resolution to comply with
each such requirement.
In the opinion of Bond Counsel, assuming continuous compliance by the City with the Code and the
covenants in the Resolution, under existing statutes, regulations, published rulings, and judicial decisions, and
subject to the conditions described below, interest on the Series 1999 Bonds is excludable from gross income for
federal tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations, although such interest is taken into account in determining adjusted
current earnings for the purpose of computing the alternative minimum tax on corporations. Failure by the City to
comply subsequent to the issuance of the Series 1999 Bonds with certain requirements of the Code regarding the
use, expenditures and investment of Series 1999 Bond proceeds and the timely payment of certain investment
eamings to the Treasury of the United States may cause interest on the Series 1999 Bonds to become included in
gross income for federal income tax purposes retroactive to their date of issue. The City has covenanted in the
Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from
gross income of interest on the Series 1999 Bonds. In rendering its opinion, Bond Counsel has assumed continuing
compliance with such covenants.
Prospective purchasers of the Series 1999 Bonds should be aware that ownership of the Series 1999 Bonds
may result in other federal tax consequences to certain taxpayers.
In the opinion of Bond Counsel, the Series 1999 Bonds are exempt from all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes.
Interest on the Series 1999 Bonds may be subject to state or local income taxation under applicable state or
local laws in other jurisdictions. Purchasers of the Series 1999 Bonds should consult their tax advisors as to the
income tax status of interest on the Series 1999 Bonds, in their particular state or local jurisdictions.
During recent years, legislative proposals have been introduced in Congress, and in some cases, enacted,
that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series
1999 Bonds. In some cases these proposals have contained provisions that altered these consequences on a
retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations
similar in nature to the Series 1999 Bonds. From time to time, legislative proposals may be introduced which could
have an effect on both the federal tax consequences resulting from the ownership of the Series 1999 Bonds and their
market value. No assurance can be given that any such legislative proposals, if enacted, would not apply to, or
would not have an adverse effect upon, the Series 1999 Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the
Series 1999 Bonds may affect the tax status of interest on the Series 1999 Bonds. Moreover, except as stated above,
Bond Counsel expresses no opinion regarding federal or state tax consequences arising with respect to the Series
1999 Bonds. Prospective purchasers of the Series 1999 Bonds are advised to consult their own tax advisors as to the
applicability of other federal or state tax consequences.
19
Assuming the City can recertify certain representations and findings made by the City in the Resolution
upon the issuance of the Series 1999 Bonds, the Series 1999 Bonds are "qualified tax-exempt obligations" (within
the meaning of Section 265(b )(3) of the Code), and, in the case of certain financial institutions (within the l1)eaning
of Section 265(b)(3) of the Code), a deduction is allowed for 80% of that portion of the interest expense of such
financial institutions which shall be allocable to interest on the Series 1999 Bonds.
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT
Under the Code, the difference between the maturity amounts of the Series 1999 Bonds maturing in the
years _ through __, and the initial. offering price to the public, excluding bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of
the Series .1999 Bonds o(the same maturity was sold is "original issue discount." Original issue discount will accrue
over the term of such Series 1999 Bonds on a compounded basis. A purchaser who acquires such Series 1999 Bonds
in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an
amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount
accruing during the period he or she holds such 'Series 1999 Bonds, and will increase his or her adjusted basis in
such Series 1999 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on
the sale ,or other disposition of such Series 1999 Bonds. The federal income tax consequences of the purchase,
ownership and sale or other disposition of the Series 1999 Bonds which are not purchased in the initial offering at
the initia1.offering price may be determined according to rules which differ -from those above. Owners of such
Series 1999 Bonds should consult their own tax advisors with respect to the precise determination for federal income
tax purposes of interest accrued upon sale, redemption or other disposition of Series 1999 Bonds and with respect to
the state and local tax consequences of owning and disposing of such Series 1999 Bonds.
PAYING AGENT YEAR 2000 COMPLIANCE
SunTrust Bank, Central Florida, National Association, Orlando, Florida, is serving as Paying Agent and
Registrar pursuant to the Resolution and as Escrow Holder pursuant to the Escrow Agreement. The Paying Agent
has informed its customers, including the City, that it has committed the necessary resources to successfully
implement its Y2K readiness project. Completion of the project is expected on schedule. The Paying Agent is in
compliance with the requirements mandated by the financial institution regulatory agencies that regulate it related to
Y2K. The Paying Agent is not able to represent to the Y2K readiness of any other vendors or professionals in
connection with the Series 1999 Bonds.
UNDERWRITING
The Underwriters shown on the cover page hereof have agreed; subject to certain conditions precedent to
purchase the Series 1999 Bonds at a price of $ ($ par amount, less underwriter's
discount of $ and less net original issue discount of $ ), plus accrued interest. The
Underwriters have furnished the information on the cover page of this Official Statement pertaining to the public
offering prices of the Series 1999 Bonds. The public offering prices of the Series 1999 Bonds may be changed from
time to time by the Underwriters, and the Underwriters may allow a concession from the public offering prices to
ceIiaindealers. None of the Series 1999 Bonds will be delivered by the City to the Underwriters unless all of the
Series 1999 Bonds are so delivered.
FINANCIAL ADVISOR
First Southwest Company, Orlando, Florida has served as financial advisor to the City in connection with
the issuance of the Series 1999 Bonds.
20
INVESTMENT POLICY
The City considers all highly liquid investments (including restricted assets) with a maturity of three
months or less when purchased to be cash equivalents. During the 1998 fiscal year, the City adopted GASB
Statement No. 31, Accounting and Financial Reporting for Certain Investments and External Investment Pools. As
a result, all investments are presented at fair value. The City Charter authorizes the City to invest in direct
obligations of or obligations guaranteed by the Department of Treasury of the United States of America, obligations
of specific federal agencies of the United States of America, bonds, notes, or other evidence of indebtedness issued
by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, secured repurchase
agreements, bankers' acceptance, money market, commercial paper, certificates of deposit, and the Local
Government Surplus Funds Trust Fund. All investments must be insured, registered, or held by the City or a trustee
in the City's name.
RATINGS
Standard & Poor's Ratings Services and Fitch mCA, Inc. have assigned ratings of "AAA" and "AAA",
respectively, to the Series 1999 Bonds, with the understanding that, upon delivery of the Series 1999 Bonds a
municipal bond insurance policy will be issued by Ambac Assurance Corporation. In addition, Fitch mCA, Inc.
and Standard and Poor's Ratings Services have issued an underlying rating of A and A-, repectively, for the
Series 1999 Bonds. Such ratings reflect only the views of such organizations and any desired explanation of the
significance of such ratings should be obtained from the rating agency furnishing the same, at the following
addresses: Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004 and Standard and Poor's Ratings
Services, 55 Water Street, New York, New York, 10041. Generally, a rating agency bases its rating on the
information and materials furnished to it and on investigations, studies and assumptions of its own. There is no
assurance such ratings will continue for any given period of time or that such ratings will not be revised downward
or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant.
Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the
Series 1999 Bonds.
FINANCIAL STATEMENTS
The City's general purpose fmancial statements for its fiscal year ended September 30, 1998 appearing in
Appendix "c" hereto have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report
appearing therein.
CONTINUING DISCLOSURE
The City has agreed and undertaken for the benefit of Series 1999 Bondholders and in order to assist the
Underwriters in complying with the continuing disclosure requirements of Securities and Exchange Commission
Rule l5c2-l2 (the "Rule"), to provide certain financial information and operating data relating to the City and the
Series 1999 Bonds in each year (the "Annual Report"), and to provide notices .of the occurrence of certain
enumerated events, if material. Such rmdertaking shall only apply so long as the Series 1999 Bonds remain
outstanding under the Resolution. The Annual Report and audited financial statements will be filed annually by the
City pursuant to the undertaking with each Nationally Recognized Municipal Securities Information Repository
("NRMSIRSs") described in the Continuing Disclosure Certificate (Appendix F hereto), as well as any state
information depository that is subsequently established in the State of Florida (the "SID"). The notices of material
events will be filed by the City with the Municipal Securities Rulemaking Board or the NRMSIRs and with the SID.
The specific nature of the information to be contained in the Annual Report and the notices of material events are
described in the Appendix F.
With respect to the Series 1999 Bonds, no party other than the City is obligated to provide, nor is expected
to provide, any continuing disclosure information with respect to the aforementioned Rule. The undertaking
outlined above is the first such undertaking to provide continuing disclosure pursuant to the Rule by the City.
21
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The accuracy of the arithmetic computations showing the adequacy of the maturing principal and interest
on the securities to be acquired with a portion 0 f the proceeds of the Series 1999. Bonds, together with other funds
available for that purpose, to pay the principal and interest and applicable redemption premium on the Refunded
Bonds, as described under "THE PLAN OF REFUNDING," have been verified by McGladrey & Pullen
independent certified public accountants.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act")
require that the City make a full and fair disclosure of any bonds or other debt obligations that it has issued or
guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975
(including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial
development or private activity bonds issued on behalf of private businesses). The City is not and has not since
December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations.
Although the City is not aware of any defaults with respect to bonds or other debt obligations as to which it
has served only as a conduit issuer, it has not undertaken an independent review or investigation of such bonds or
other obligations. The City does not believe that any information about any default would be considered material by
a reasonable investor in the Series 1999 Bonds because the City was not liable to pay the principal of or interest on
any such bonds except from payments made to it by the private companies on whose behalf such bonds were issued
and no funds of the City were used to pay such bonds or the interest thereon.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 1999 Bonds upon an event of default under the
Resolution and any policy of insurance referred to herein are in many respects dependent upon judicial actions
which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial
decisions, the remedies specified by the federal bankruptcy code, the Resolution, the Series 1999 Bonds and any
policy of insurance referred to herein may not be readily available or may be limited. The various legal opinions to
be delivered concurrently with the delivery of the Series 1999 Bonds (including Bond Counsel's approving opinion)
will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations
imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted
before or after such delivery.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally
or in writing is to be construed as a contract with the owners of the Series 1999 Bonds.
The infomlation contained above is neither guaranteed as to accuracy or completeness nor to be construed
as a representation by the City or the Underwriter. The information and expressions of opinion herein are subject to
change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create,
under any circumstances, any implication that there has been no change in the affairs of the City from the date
hereof.
This Official Statement is submitted in connection with the sale of the securities referred to herein and may
not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement
involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of
22
}lNVHI J..iI3'I
.xTIVNOIJ.N3J.NI 3DVd SIHJ.
fact. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers
or the Holders of any of the Series 1999 Bonds.
CERTIFICATE AS TO OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized by the City Commission of
the City. At the time of delivery of the Series 1999 Bonds to the Underwriter, the City will provide to the
Underwriter a certificate (which may be included in a consolidated closing certificate of the City), signed by those
City officials who signed this Official Statement, relating to the accuracy and completeness of certain materials in
this Official Statement and to its being a fmal official statement in the judgment of the undersigned for the purposes
ofSEC Rule 15c2-12(b)(3).
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
By:
City Manager
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APPENDIX A
CITY OF WINTER SPRINGS, FLORlDA GENERAL INFORMA nON
GENERAL INFORMATION REGARDING
CITY OF WINTER SPRINGS, FLORIDA
The following information concerning Winter Springs, Florida (the "City") ahs been derived from
the statistical section of the City's Comprehensive Annual Financial Report for its fiscal year ended
September 30, 1998, and is' included only for purposes of supplying general information regarding the
City. For additional information concerning the City see "THE CITY" in the body of the Official
Statement. .
CITY OF WINTER SPRINGS, FLORIDA
PROPERTY TAX LEVIES AND COLLECTIONS
LAST SIX FISCAL YEARS
Total
Percent of Delinquent Collections as
Fiscal Total Tax Current Tax Levy Tax Total Tax a Percent of
Year Levy (1) Collections (2) Collected Collections (2) Collections Current Levy
1993 $2,333,990 $2,232,344 95.64% $810 $2,233,154 95.68%
1994 2,610,826 2,507,783 96.05% 4,161 2,511,944 96.21 %
1995 2,665,426 2,559,179 96.01 % 16,817 2,575,996 96.64%
1996 2,769,752 2,670,643 96.42% 9,896 2,680,539 96.78%
1997 2,882,773 2,786,845 96.67% 4,636 2,791,481 96.83%
1998 3,074,799 2,960,328 96.28% 7,678 2,968,006 96.53%
(I) Gross taxes before discounts of 1% - 4%, depending on month paid.
(2) Collection information is not available before 1993.
Source: Seminole County Tax Collector's Office
ORL#508445.0 1
A-I
PROPERTY TAX RATES - DIRECT AND O,VERLAPPING GOVERNMENTS
LAST TEN FISCAL YEARS
St. John's
Seminole River Water
City of Winter Seminole County School Management
Fiscal Year Springs County Board District Total
1989 1.8410 4.5582 7.8090 0.2810 14.4892
1990 3.0000 4.5445 7.9900 0.3460 15.8805
1991- 3.6153 5.5343 10.1690 0.3580. 19.6766
1992 3.6153 5.6970 10.0890 0.3580 19.7593
1993 3.6153 5.4197 10.0710 0.3580 I 9.4640
1994 3.9221 5.3841 10.0930 0.4700 19.8692
1995 3.7626 5.3772 8.3370 0.2000 17.6768
.1996 3.7023 5.3889 10.3080 0.4820 19.8812
1997 3..6083. -5.3625 10.3080 0.4820 19.7608
1998 3.6000 5.1638 10.3060 0.4820 19.2818
Source: City of Winter Springs Finance Department
Seminole County School Board
Seminole County Finance Department
ORL#508445.01
A-2
COMPUTATION OF DIRECT AND OVERLAPPING DEBT
SEPTEMBER 30. 1998
Net General Obligation Percentage Applicable to Amount Applicable to
Jurisdiction Debt Outstanding City of Winter Springs City of Winter Springs
Overlapping: $17,530,000 6.85% $1,201;089
Seminole County
Seminole County
School Board 59,350,000 6.85% 4,066,436
Total Overlapping Debt 76,880,000 5,267,525
Total Direct Debt (1)
Total Direct and
Overlapping Debt $76.880.000 $5 .267 .525
(I) The City of Winter Springs does not currently have any general obligation debt that is being repaid
through general property taxes.
Sources: Seminole County Finance Department
Seminole County School Board
Seminole County Property Appraiser
ORL#508445.01
A-3
DEMOGRAPIDC STATISTICS
LAST TEN FISCAL YEARS
Fiscal Year
Population
City of Winter Springs
Population
0/0 Increase
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
21,682
22,151
22,790
23,352
24,008
24,772
25,673
26,474
27 ,466
28,404
5.11%
2.16%
2.88%
2.47%
2.81%
3.18%
3.64%
3.12%
3.75%
3.42%
Source: East Central Florida Regional Planning Council
Per Capita Income, School Enrollment, and Unemployment Rate
Per Capita School Unemployment
Fiscal Year Income (1) Enrollment (2) Rate (3)
1989 18,493 1748 5.20%
1990 19,041 1876 5.30%
1991 19,233 1947 6.50%
1992 20,117 1961 7.00%
1993 21,049 3020 5.80%
1994 22,080 3268 5.40%
1995 23,400 3297 4.20%
1996 24,852 3390 3.30%
1997 (4) 3988 3.20%
1998 (4) 5967 2.60%
(I) Source: Regional Economic Information System Bureau of Economic Analysis
(2) Source: Seminole County School Board Infomlation Services
(3) Source: U.S. Department of Labor
(4) This information ifnot available.
ORL#508445.01
A-4
PRINCIPAL TAXPAYERS
SEPTEMBER 30. 1998
Taxpayer
Golf Terrace, Ltd.
Florida Power Corp.
United Dominion Realty Trust
Hacienda Village Co-Op
Seville Chase Develop, Ltd.
DR Horton, Inc.
Time Warner Entertainment
Morrison Homes of Florida, Inc.
Florida Country Clubs, Inc.
Southern Bell Telephone
Total Taxable Assessed Valuation of
Ten Largest Taxpayers
Total Taxable Assessed Valuation of
Other Taxpayers
Total Taxable Assessed Valuation of
All Taxpayers
Type of Business
Property Management
Electric Utility
Property Management
Property Management
Developer
Builder
Utilities
Builder
Developer
Utilities
Source: Seminole County Property Appraiser's Office
ORL#508445.01
A-5
Percentage of
Total Taxable
Valuation Taxes Levied Value
$10,964,471 $213,593 1.28%
8,241,293 160,545 0.96%
6,437,880 125,413 0.76%
4,994,000 97,286 0.58%
4,577,800 89,178 0.54%
3,464,590 67,492 0.41%
3,218,814 62,704 0.38%
2,580,437 50,268 0.30%
2,422,093 47,184 0.28%
2.390.403 46,566 0.28%
49,291,781 5.77%
804,827,419 94.23%
$854.119.200 100.00%
THIS PAGE INTENTIONALLY
LEFT BLANK
APPENDIX B
FORM OF THE RESOLUTION
THE FOLLOWING APPENDIX IS NOT INTENDED TO BE COMPREHENSIVE OF ALL AMENDMENTS
AND SUPPLEMENTS TO CITY RESOLUTION 615
CERTAIN PROVISIONS CONTAINED IN THIS APPENDIX ARE SCHEDULED FOR
CONSIDERA TION BY THE CITY COMMISSION AT THEIR MEETING OF JUNE 7, 1999.
THIS PAGE INTENTIONALLY
LEFT BLANK
RESOLUTION NO. ~
of the Series 1989 Bonds (as hereinafter defined) for the purpose
of providing for the payment of the Refunded Bonds (as hereinafter
defined) (or B.ny similar agreement relating to Additional Parity
Obligations), _ which agreement shall be in substantially the fot;'m
attached hereto as Exhib:it. A and incorporated herein by reference.
(F) "AMORTIZATION INSTALLMENT" with respect to any Term Bonds
of a series,. shall mean an amount so designated for mandatory
principal installments (for mandatory call or otherwise) payable
on any Term Bonds issued under the provisions of this Resolution
or any subsequent resolution authorizing Additional parity Opliga-
tions.
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$9,000,000 IMPROVEMENT REFUNDING REVENUE BONOS, SERIES
1989, OF THE CITY OF 'KINTER SPRINGS, FLORIDA TO BE
APPLIED TO REFUND CERTAIN PRESENTLY OUTSTANDING
OBLIGATIONS OF THE CITY AND TO CONSTRUCT":AND ACQUIRE A
CIVIC RECREATIONAL COMPLEX AND NECESSARY OFF-SITE
IMPROVEMENTS AND A FIRE STATION; PLEDGING EXCISE TAXES
LEVIED BY THE CITY FOR THE PAYMENT OF SAID BONDS; HAKING
OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
AND PROVIDING AN EFFECTIVE DATE.
(G) 'AVERAGE AlWUAL BOND SERVICE REQUIREMENT" shall mean, as
of each date on which a series of Bonds is issued, the total amount
of Bond Service Requirement to become due on all Bonds deemed to
be Outstanding immediately after the issuance of such series of
Bonds diyided by the, total number of years for which Bonds are
deemed to be Outstanding, except that with respect to any. Bonds for
which Amortization Installments have been established, the amolint
of principal coming due on the final maturity date with respect to
such Bonds shall be reduced.. by the aggregate principal amount of
such Bonds that are to be redeemed from Amortization Installments
to be made in prior Bond Years.
(H) ".BONO SERVICE REQUIREMENT" for any Bond Year shall mean
the sum of:
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION. . This Resolution
is adopted pursuant to the Constitution of the State of Florida;
Chapter 166, Part II, Florida Statutes, Chapter 72-718, Laws' of
Florida, Special Act of 1972 as amended and supplemented, being the
Charter of t.he City of Winter Springs, and other applicable
provisions of law.
Section 2. DEFINITIONS. Unless the context otherwise
requires, the terms defined in this section shall have the meanings
specified in this section. Words inporting singular number shall
include the plural number in each case and vice versa, and word.s'
importing persons shall include firms and corporations. '
(A) "ACCRETED VALUES" shall mean the amounts as to which
reference is .made that establish the amounts payable at maturity
or upon 'redemption prior to maturity on the Capital AppreciatIon
Bonds (hereinafter defined). Such amounts shall be determined by
subsequent resolution of the Issuer.
(B) "ACT" shall mean Chapter 166, Part II, Florida Statutes,
as amended and supplemented, Chapter 72-718, Laws of Florida,
Special Act of 1972 as amended and supplemented, and other'applic-
able provisions of law.
(1) The amount required to pay the interest becoming due
on the Outstanding Bonds during such Bond Year, except to the
extent that such interest shall have been provided by, payments into
the Interest Account in the Debt Service Fund out of Bond proceeds
for a specified period of time.
(C) "ADDITIONAL PARITY OBLIGATIONS" shall mean additional
obligations issued in compliance with the terms, conditions and.
limitations contained herein which have an equal lien on the Excise.
Taxes and shall be payable from the Excise Taxes on a parity with
the Series 1989 Bonds.and rank equally in all other respects with
the Series 1989 Bonds.
(2) The amount required ~o pay the principal. of Out-
standing Serial Bonds maturing in sL\ch Bond Year. .
(3) The Amortization Installment for the Outstanding
Term Bonds due in such Bond Year. When determining the amount of
principal of and interest on Outstanding Bonds which mature in any
year, for purposes of this instrument or the issuance of any
Additional Parity Obligations, the stated maturity date of Term
Bonds shall be disregarded and the Amortization Installment, if
any, applicable to Term Bonds in such year shall be deemed to
mature in such year.
(I). "BOND YEAR" shall mean the period begin.ning with Octpb.er
2 of each year and exten9ing f,or a period of twelve (12) ,months
thereafter.
(E) "AMBAC Indemnity- shall mean AMBAC Indemnity Corporation,
a Nisconsin-domiciled stock insurance company.
(J) "BONOS" shall mean the Series 1989 Bonds issued here-
under, together with any Additional parity Obligations hereafter
(E) "AGREEMENT" or "ESCROW DEPOSIT AGREEMENT" shall mean that
certain agreement by and between the Issuer and a ban~ or trust
company to be selected and named by the Issuer prior to the sale ~
l.HHiir:;d under the terms, conditions and limitations contained
(L) -CLERK" shall mean the City Clerk of the Issuer or such
hC.LP;:;~~f~':i flj.:o.y L>t- duly authorized by the Issuer to ~ct o~ his
(V) "INVESTHENT SECURITIES" shall mean any of the following,
if and to the extent that the ,same are legal for the investment of
the proceeds of the Bonds and the Excise Taxes:
(1) direct obligations o.f (inciuding obiig~tions isslJ'ed
or held in book .entry torm on the 'books o'f), the
Department of Treasury .of ,the, United. States of
America;
_, _ ~~~!. :~~~!;:A~F ~;~R~~~~~I~~A~O~~:; i~~~~~~~e~~va~te :~i~~~a;~
-'~..- or upon--r~d~mpti~~ -p-;io~-~t~ -maturity" in the amol'1nts
----,---> hy. reference to the Accreted Values, all as shall be
- --,---> L~_ '-;u.~'-;.:;"i'-'';J:':'' resolution of 'the .Issuer.
(M) -CONSTRUCTION FUND" shall mean the City of Winter Springs
Fund, Series 19~9 created pursuant to Section 16
(2) obligations of any ~f the foilowing federal ag~ncies
which obligations represent full faith and credit
of the United States of America, 'including:
(P) "ESCROW HOLDER" shall mean a bank or trust company with
-.- pow~~~_~pp.~i~~ed by subs.e~~_en,,-tL_re..s_o_l_u_~i_o_r:. of the Issuer to
'"'''"'':'.''''' ,..,".o'_'':'''C PUl,ljUdJll. l.U 1,.1It:: Xy...t::t::IIlCU.....
Export-Import Bank
Farmers Home Administration
General Services Administration
U. S., Maritime Administration
Small Business Administration
Government National Mortgage Association (GNMA)
u. S. Department of Housing & Urban Development
(PHA'S)
Federal Housing Administration
(3) bonds, notes or oth'er evidences of indebtedness
rated "AAA" by Standard (. Poor's Corporation and
"Aaa" by Moody's Investor Services issued by the
Federal National Nortgage Association or the Federal
Home Loan Mortgage Corporation with remaining
maturities not exceeding three years;
~~!. '~~~~~~NTof I~~:~~~dsBO:~:: b:~~llint:~~~t t::ya~[;r:~:~=
-. . on such' dates as shall be determined by subsequent
. . of the Issuer. The Current Interest Bonds include
... principal amount of Serial Current Interest Bonds and
_L -.._""'"'_""0"""_-__""'"'-......_-_ ",-~ "', ,-..~_ ~ ""!!lr,,_!nt- nf 'T'p.rm Current Interest Bonds. as
. " h; n~t-t:'m~in~d by ~ubs~q~~nt- resolution of the - Issuer. .
(0) -DEBT SERVICE FUND" shall mean the City of Winter Springs
Improvement Revenue Bonds Debt Service Fund created and established
~ _L t-:., S~.::'tl..::.(! 18 of this Resolution.
(Q~~.!. :~~~I~~x.eT~ES" shall mean the Franchise Fees and the
(4) U. S. dollar denominated deposit accounts, federal
funds and banker's acceptances with domestic
commercial banks which have a rating on their short
term certificates of deposit on the date of purchase
of "A-I- or ;'A-l+" by Standard (. Poor's and liP-I"
by Moody'S and maturing no more than three hundred
sixty (360) days after the date of purchase.
(Ratings on holding companies are not considered as
the rating of the bank) i
(R) -EXCISE TAXES FUND" shall mean the City of Winter Springs
Tax~b Fund created pursuant to Section 18 of this Resolu-
(5) liFEDERAL SECURITIES" s.hall mean direct obligations of,
.. obligatiollb the principal of and interest on which are uncon-
. -.... yu';'>:",i.:.;,..;.",,':: by the United States of America, which are
,,:.,--;,:.,.;.,,-.-:;1.1,:,> 1,>!.i,_,!. to maturity at the option of the obligor.
(T) -FISCAL YEAR" shall mean the period commencing on October
of each year and ending on the succeeding September 30.
.. ~ ~ ~.~.~L: .~~~:~:~S~._>F~;~~Ti~~,~;:l ~Je.an 2~hoe :[~nhcehits~:::,S ~:v~:~n~~~
. ~ll?_uP__ .lp...-.um_---_.~~_".-.Lt_~un_-,.,. which granted an electric franchise to Florida
~ ~ ~~ ~ [Vb ~ p~b.iojJ .;.[ thi:Lty years from April 1, 1984.
(5) commercial paper which is rated at the time of
purchase in the single highest classification,
-A-l+~ by Standard & Poor's and "P-l" by Moody's
Investor Services and which matures not more than
two hundred seventy (270) days after the date of
purchase;
(6) investments in a money market fund rated "AAAm" or
"AAAro__G" or better by Standard & Poor's
Corporation;
(7) pre-refunded municiplll obligations defined as
follows:
Any bonds or other obligations of any state of the United
States or any agency, instrumentality or local governmen~al
unit of any such state which are not callable at. the opt~on
of the obligor prior to maturity or as to which .lrrevocable
instructions have been given by the obligor to call on the
date specified in the notice;' ar.d (Ar which are rated, based
on the escrow, in the highest rating category of Standard &;
Poor's Corporation and Moody',s Investor Service, Inc. or any
successors thereto; or (BJ (i) which are fully s?cured as to
principal and interest and redemption premium, .lf any, by a
fund consisting only of cash I)r obligations described in
paragraph (1) above, which fund may be applied only to ~he
payment of such principal of and interest and redemptJ.on
premium, if any, on such bonds or other ob~i~ations on ~he
maturity. date or dates thereof or the specJ.fJ.ed redemptJ.on
date or dates pursuant to such irrevocable instructions, as
appropriate, and (ii) which fund is sufficient,. ~s verifi~d
by a nationally recognized independent certJ.f~ed publJ.c
accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described
in this paragraph on the maturity date or dates thereof or on
the redemption date or dates specified in the irrevocable
instructions referred to above, as appropriate;
investment agreements approved in writing by AMBAC
Indemnity Corporation supported by appropriate
opinions of counsel with notice to Standard &; Poor's
Corporation;
insured Certificates of Deposit and Time Deposits
received as required by Chapter 280, Florida
Statutes;
(10) in the Local Government. Surplus Funds Trust Fund
created pursuant to Chapter 216, Part IV of the
Florida Statutes; and
(8)
(9)
(11) other forms of investr:lents approved in writing by
AMBAC Indemnity with notice to Standard" Poor's
Corporation.
(W) "ISSUER" or ~CITY" 'shall mean the City of Winter Springs,
Florida.
(X) "MAXIMUM BOND SERVICE REQUIREMENT" shall mean, as of any
particular date of calculation, the qreatest amount of aggregate
Bond Service Requirement for the then current or any future Bond
Year.
(II) "RESERVE REQUIREMENT" shall mean in any Bond Year the
lesser of the Maximum Bond SElrvice Requirement or 125% of the
~verage Annual Bond Service Requirement.
(JJ) "RESOLUTION" shall mean this Resolution, as the same may
be amended from time to time.
(KK) "SERIES 1989 BONDS" shall mean the City of Winter
Springs Improvement Refunding Revenue Bonds, Seri,es 1989.
(LL) "SERIAL CURRENT INTEREST BONDS" shall mean the aggregate
principal amount of Current Interest Bonds which are not Term Bonds
and which shall mature on such ddtes and in such amounts as shall
be determined by subsequent resolution of the Issuer.
(MM) "TERM BONDS" shall mean the Bonds of a series, all of
which shall be stated to mature on one date.
(NN) -TAXABLE BOND" shall mean any Bond which states, in the
body thereof, that the interest income thereon is includable in the
gross income of the Holder thereof for federal income tax purposes
or that such interest is subject to federal income taxation.
(00) ~TERM CURRENT INTEREST BONDS" shall mean the aggregate
principal amount of Current Interest Bonds which are Term Bonds and
which shall mature on such dates and in such amounts as shall be
determined by subsequ.ent resolution of the Issuer.
(PP) -VALUE", which shall be determined as of the end of each
month, means that the value of clny investments shall be calculated
as follows:
(1) as to investmentl3 the bid and asked prices of which
are published on a regular basis in The Wall Street
Journal (or, if not there, then in The New York
Times): the average of the bid and asked prices for
such investments so published on or most recently
prior to such time of determination;
(2) as to investments the bid and asked prices of which
are not published on a regular basis in The Wall
Street Journal or The New York Times: the average
bid price at such time of determination for such
investments by any two nationally recognized
government securities dealers (selected by the
Trustee in its absolute discretion)' at the time
making a market in such investments or the bid price
published by a nationally recognized pricing
service;
(Y) 'MUNICIPAL BOND INSURANCE POLICY" shall mean the
municipal insurance policy issued by AMBAC Indemnity insuring the
payment when due of the principal of and interest on the Bonds as
provided therein.
(Z) -OUTSTANDING- when used in reference to the Bonds, mea.ns
as of a particular date, all Bonds authorized.. and issued by the
Issuer, except: (i) any Bonds canceled at. or before such date;
(ii) any Bonds for which provisions for payment pursuant to this
Resolution have been made; and (iii) any Bond in lieu of or in
substitution for which. another Bond shall have been authorized and
delivered pursuant t~ .Section 11 or Section 13 of this Resolutionl
(AA) -OWNER OF BONOS" or ~OWNER" or any similar term shall
mean any person who shall be the registered owner of any Bond or
Bonds.
(BB) "PAYING AGENT- shall mean any authorized depositary
designated by the Issuer to serve as a paying agent or as the place
of, payment for the Series 1969 Bonds that shall have agreed to
arrange for the timely payment of the principal of, interest on and
redemption premium, if any, with respect to the Bonds to the Owners.
thereof, from funds made available therefor by the Issuer and any
successors designated by subsequent resolution of the Issuer.
(CC) "PROJECT" shall mean the construction and acquisition of
civic and recreational facilities and the off-site improve:ments
related thereto, and a fire station in accordance with certain
plans on file or to be filed with the Clerk with such changes,
deletions additions or modifications to the enumerated imp.rove-
ments and such other improvements 8S are approved by the City
Commission of the Issuer in accordance with the Act.
(DO) 'PUBLIC SERVICE TAXES" or 'PUBLIC SERVICE TAX" shall mean
the public service tax levied and collected by the City pursuant
to Section 166.231, Florida Statutes and an ordinance duly enacted
by the Issuer on March 27, 1989, as amended and supplerilented.
(EE) "REFUNDED BONDS" shall mean (a) (i) the Issuer's out-
standing Improvement Revenue Bonds dated April 1, 1979; and (ii)
the Issuer's outstanding Improvement Revenue Refunding Bonds..
Series 1985.
(FF) "REFUNDED SECURITIES" shall mean Federal Securities.
(GG) "REGISTRAR" shall mean the Paying Agent.
(HH) -RESERVE ACCOUNT" shall mean the special account of the
same name created within the Debt Service Fund pursuant to Section
16C of this Resolution.
(3) as to certificate of deposit and bankers
acceptances: 0 face amount thereof, plus accrued
interest; and
(4) as to any investment not specific above: the ..,-al<.;~
thereof established by prior agreement b-~t'o:!'~~n th~
Issuer, the Trustee and AKBAC Indemnity.
Section 3. ~. It is hereby aBc~rtained, determined
and declared:
A. It is necessary and desirable and in the interests of the
health, welfare and safety of the citizens and inhabitants of the
Issuer that the project be acquired and constructed.
The cost of the Project shall be deemed to include, without
being limited to, the acquisition of any lands or interest therein,
engineering, financial and legal expenses, a reasonable reserve for
debt service, expenses for plans, specifications a.nd surveys,
interest during construction, bond discount, if any, bond in-
surance, if any, administrative expenses and such other expenses
as may be necessary or incidental to the financing authorized by
this resolution, including the cost of any fixtures, equipment or
property necessary or convenient therefor; and the construction and
acquisition of the Project authorized by this resolution and tne
placing of same in operation.
B. The Issuer has previously issued the Refunded Bonds of
which the sum of $4,015,000 principal amount is currently outstand-
ing and unpaid.
C. The Issuer deems it necessary, beneficial and in its best
interest to provide for the refunding of the Refunded Bonds. The
refunding program herein described will be advantageous to the.
Issuer by consolidating its debt.
D. A portion of the proceeds of the Series 19B9 Bonds, and
other funds available for such purpose, shall he deposited pursuant
to the Agreement, in sufficient amounts together with the invest-
ment income thereon to pay when due all of the then outstanding
principal and interest, in respect to the Refunded Bonds.
E. The Excise Taxes are not now pledged or encumbered in any
manner, except for the prior payment of the principal or interest
on a portion of the Refunded Bonds, which pledge and encumbrance
shall be defeased pursuant to the refunding herein authorized.
F. The principal of and interest on the Series 1989 Bonds
and all required reserve and other payments shall be payable solely
from the Excise Taxes as provided herein. The Issuer shall never
be required to levy ad valorem taxes on any real or personal
property therein to pay the principal of and interest on the Bonds
herein authorized or to. make any other payments provided for
herein. The Series 1989 Bonds shall not constitute a lien upon any
properties owned by or located within the boundaries of the Issuer.
Each Current Interest Bond shall bear interest from the
interest payment date next preceding the date on which it is
authenticated, unless authenticated on an interest payment date,
in which case it shall bear interest ~rom such interest payment
date, or, unless authenticated prior to the first interest payment
date, in which case it shal.l bear interest from its datej provided,
however, that if at the time of aut'hentication payment of any
interest which is due and payable has- not been. made, such Current
Interest Bond shall bear interest from the .,date to which interest
shall have been paid.
. ~he Capital Appreciation.. Bonds shall bear interest only at
maturl.ty or upon redemption prior to maturity in the amount
determined by reference to the Accreted Value.
G. The Excise Taxes are estimated to be sufficient to pay
all principal of and interest on the Prior Bonds and the Series
1989 Bonds, ,as the same become due, and to mak.e all 'required
payments required by this Resolution.
Section 4. AUTHORIZATION OF REFUNDING AND ACQUISITION AND
CONSTRUCTION OF THE PROJECT. There 'is hereby authorized the
r7funding of the Refunded Bonds and the acquisition and construc-
tl.on of the Project in the manner provided herein.
Section 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall own the same from time to time,
this Resolution shall be deemed to be and shall constitute a
contract between the Issuer and such Owners. The covenants and
agreements herein set forth to be performed by the Issuer shall be
for the equal benefit, protection and security of the legal Owners
of any and all of the Bonds, all of which shall be of equal rank
and wl.thout preference, priority or distinction of any of the Bonds
over any other thereof I except as expressly provided therein and
herein.
The principal of and the intercst and redemption premium, if
any, on the Series 1989 Bonds shall_ be payable in any, coin or
currency of the United States of America which on the respective
dates ~f payment thereof is legal tender for the payment of public
and prl.vate debts. The interest on the Current Interest Bonds
shall be payable by the Registrar on each in'terest payment date to
the person appearing on the registration books of the Issuer
hereinafter' provided for as the registered Holder thereof on the
~5th day of the calendar month immediately preceding the applicable
l.nterest payment date, by wire transfer or check mailed to such
registered Holdcr at his address as it appears on such rcgistration
books. Payment of defaulted interest shall be made to the regist-
ered Holder of record on a special record date for the payment of
such defaulted interest established by the Registrar, notice
whereof shall be given' to Bondholders not less than 15. days
preceding such special record date. Payment of the principal of
and premium, if any, on all Current Interest Bonds and the Accreted
Value with respect to the Capital Appreciation Bonds shall be made
upon the presentation and surrender of such Bonds as the same shall
become due and payable.
Section 6. AUTHORIZATION OF SERIES 1989 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Improvement Refunding Revenue Bonds, Series 1989" tare
authorized to be issued in the aggregate principal amount of not
exceeding $9,000,000.
Section 7. DESCRIPTION OF SERIES 1989 BONDS. The SerieE; 1989
Bonds shall be issued in fully registered form; may be Capital
Appreciation Bonds and/or Current Interest Bonds; shall be dated;
shall be numbered; shall be in the denomination of $5,000 each or
integral multiples thereof for the Current Interest Bonds and in
$5,000 maturity amounts for the Capital Appreciation Bonds or in
$5/000 multiples thereof I or such other denominations as shall be
approved by the Issuer in a subsequent resolution prior to the
delivery of the Series 1989 BOndsj shall bear interest at such rate
or rates not exceeding the maximum rate allowed by Florida law, the
actual rate or raf=:es to be determined by the governing body of the
~ssuer p~ior to or upon the sale of the Series 1989 Bonds; may be
l.s6ued wl.th original issue discounts and as zero interest rate
bondsj such interest to be payable .semi-annually at such times as
are fixed by resolution of the Issuer if Current Interest Bonds and
to be payable at maturity if Capital Appreciation Bonds; and shall
mature annually on such date in such years and amounts as will be
fixed by resolution of the Issuer prior to or upon the sale of the
Series 1969 Bonds; and may be serial and/or term Bonds.
Notwithstanding any other provisions of this section, the
Issuer may, at its option I prior to the date of issuance of the
Series 1989 Bonds, elect to use an immobilization system or pure
book-entry system with respect to. issuance of such Series 1989
Bonds, provided adequate records will be kept with respect to the
ownership of such Series 1989 Bonds issued in booit-entry form or
the beneficial ownership of bonds issued in the name of a nominee.
As long as any Series 1989 Bonds are outstanding in book-entry from
the provisions of Sections 8, 9, 10 and 13 of this Resolution shall
not be applicable' to such Series 1989 Bonds. The details of any
alternat~ve system of issuance, as described in this paragraph,
shall be set forth in a resolution of the Issuer. duly adopted at
or prior to the sale of such Series 1989 Bonds.
Section 8. EXECUTION OF SERIES 1989 BONDS. The Series 1989
Bonds shall be signed by I or bear the facsimile signature of the
10.
Mayor of the Issuer and shall be signed by, or bear the facsimile
signature of the Clerk and a facsimile of the official seal of the
Issuer shall be imprinted on the Series 1989 Bonds.
In case any officer whose signature or a facsimile of whose
signature shall appear on any Series 1989 Bonds shall cease to be
s';1ch officer before the delivery of such Series 1989 Bonds, such
sl.gnature or such facsimile shall nevertheleSS be valid and
sufficient for all purposes the same as . if he had remained in
office until such delivery, and also any Series 1989 Bond may bear
the facsimile signature of or may.'be signed by such persons who,
as at the actual time of the execution of such series 1969 Bondi
shall be the proper officers to sign such Series 1989 Bonds
although at the date of such Series 198,9 Bond such persons may not
have been such officers.
by the Owner or his attorney or legal representative in such form
as sball be satisfactory to the Registrar. Upon any such registra-
tion of transfer the Issuer shall execute and the Registrar shall
authenticate and deliver in exchange for such Series 1989 Bondi a
n€!w Series 1989 Bond or Series 1989 Bonds registered in the name
of the transferee, and in an aggregate principal amount equal to
the principal amount of such Series 1989 Bond or Series 1989 Bonds
so surrendered..
Section 9. AUTHENTICATION OF SERIES 1989 BONDS. Only such
of the Series 1989 Bonds as shall have endorsed thereon a certifi-
cate of authentication substantially in the form hereinbelow set
forth I duly. executed by the Registrar, as authenticating agent,
shall ~e ent.ltled to any benefit or security under this Resolution.
No SerJ.es 1989 Bond shall be valid or obligatory for any purpose
unless and until such certificate of authentication shall have been
dul?, executed by the Registrar, and such certificate of the
Regl.strar upon any such Series 1989 Bond shall be conclusive
evi~ence that such Series 1989 Bond has been duly authenticated and
delJ.vered under this Resolution. The Registrar' 5 certificate of
authentication on any Series 1989 Bond shall be deemed to have been
duly .executed if signed by an authorized officer of the Registrar,
but .l.t. shall not be necessary that the same officer sign the
cert.1.fl.cate of authentication of all of the Series 1989 Bonds that
may be issued hereunder at anyone time.
In all cases in which Series, 1989 Bonds shall be exchanged,
the Issuer shall execute and the Registrar shall Buthenticate and
deliver, at the earliest practicable time, a new Series 1989 Bond
of the same type (i.e. Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be
exchanged . for Capital Appreciation Bonds) in accordance with
provisions of this Resolution. All Series 1989 Bonds surrendered
in any such exchange or registration of transfer shall forthwith
be cancelled by the Registrar. The Issuer or the Registrar may
make a charge for every such exchange or registration of transfer
of Series 1989 Bonds sufficient to reimburse it for any tax or
other governmental charge required to be paid with respect to such
exchange or registration of transfer, but no other charge shall be
made to any Owner for the privilege of exchanging or registering
the transfer of Series 1989 Bonds under the provisions of this
Resolution. Neither the Issuer nor the Registrar shall be required
to make any such exchange or registration of transfer of Series
,1989 Bonds sufficient to reimburse it for any tax or other govern-
mental charge required to be paid with respect to such exchange or
registration of transfer I but no other charge shall be made to any
Owner for the privilege of exchanging or registering the transfer
of Series 1989 Bonds under the provisions of this Resolution.
Neither the Issuer nor the Registrar shall be required to make any
such exchange or registration of transfer of series 1989 Bonds
during the fifteen (15) days inunediately preceding any interest
payment date.
Section 12. OWNERSHIP OF SERIES 1989 BONDS. The person in
whose name any Series 1989 Bond shall be registered shall be deemed
Bnd regarded as the absolute Owner thereof for all purposes and
payment of or on account of the principal or redemption price of
any such Series 1989 Bond, and the interest on any such Series 1989
Bonds, (or, in the case of Capital Appreciation Bonds, Accreted
Value with respect thereto) shell be made only to or upon the order
of the registered Owner thereof or his legal representative. All
such payments shall be valid and effectual to satisfy and discharge
the liability upon such Series 1989 Bond including the premium, if
any, and interest thereon to the extent of the sum or sums so paid.
Section 13. SERIES 1989 BONDS MUTILATED. DESTROYED. STOLEN
~. In case any Series 1989 Bond shall become mutilated, or
be destroyed, stolen or lost, the Issuer may in its discretion
cause to be executed, and the Registrar shall authenticate and
Section 10. EXCHANGE OF SERIES 1989 BONDS. Any Series 1989
Bond, upon surrender thereof at the principal corporate trust
office of the Registrar, together with an assignment duly executed
by the Owner or his attorney or legal representative in such form
as shall be satisfactory to the Registrar I may I at the option of
the Owner, be exchanged for an aggregate principal amount of Series
1989 Bonds equal to the principal amount of the Series 1989 Bond
or Series 1989 Bonds so surrendered.
The Registrar shall make provision for the exchange of Series
1989 Bonds at the principal corporate trust office of the, Regis-
trar.
Section 11. NEGOTIABILITY. REGISTRATION AND TRANSFER OF
SERIES 1989 BONDS. The Registrar shall keep books for the regis-
tration of and for the registration of transfers of Series 1989
Bonds as provided in this 'resolution. The transfer of any Series
1989 Bonds may be registered only upon such books upon surrender
thereof to the Registrar together with an assignment duly executed
11
12
deliver, a new Series 1989 Bond of like. date and tenor a~ the
Series 1989 Bond so mutilated, destroyed, stolen or lost, (~.e.,
Current Interest Bonds shall be issued in exchange for Current
Interest Bonds and Capital Appreciation BOn?S shall be issued in
exchange for Capital Appreciat ion Bonds) .ln exchange and sub-
stitution for such mutilated Series 1969 Bond upon surrender and
cancellation of such mutilated Series 1989 Bond or in lieu of and
substitution for the Series 1989 Bond destroyed, stolen or lost,
and upon the Owner furnishing the Issuer ~nd th~ Registrar prc:>of
of his ownership thereof and sat.isfactory l.ndemn.lty and complY.lng
with such other reasonable regulcltions and conditions as the Issuer
and the Registrar may prescribe and paying suc.h expenses as the
Issuer and the Registrar may incur. All Ser.les 1989 Bonds. so
surrendered shall be canceled by the Issuer. If any of ~he Ser.les
1989 Bonds shall have matured or be about to mature, .lnstead of
issuing a substitute Series 1989 Bond, the. Issuer may pay the same,
upon being indemnified as aforesaid, and .lf such Ser.l.es 1989 Bond
be lost, stolen or destroyed,. without surrender thereof.
Any such duplicate Series 1989 Bonds issued pursuant to ~his
section shall constitute . original, additional contractual obl.lga-
tions on the part of the Issuer whether, or not the lost, stolen or
destroyed Series 1989 Bonds be at any time fo~nd by anyone, and
such duplicate Series 1989 Bonds shall be .ent~tl~d to equal and
proportionate benefits and rights as to l~en on and source and
security for payment from the funds, as here~nafter pledged, to the
same extent as all other Series 1989 Bonds issued hereunder.
Section 14. PROVISIONS FOR REDEMPTION. The Series 1989 Bonds
shall be subject to redemption prior: to their maturity, at the
option of the Issuer, at such times and in such manner ?s shall be
fixed by resolution of the Issuer prior to or at the t.lme of sale
of the Series 1989 Bonds.
Notice of such redemption shall, at least thirt~ (3D) days
prior to the redemption date, be filed with the Reg.lstrarj and
mailed, postage prepaid, to all O\mers of Series 1989 Bo~ds to. be
redeemed at their addresses as they appear on the reg~strat.l.on
books hereinbefore provided for, but failure to mail such notice
to one or more Owners of Series 1989 Bonds shall not affect the
validity of the proceedings for such redemption with respec~ to
Owners of Series 1989 Bonds to ..which notice was duly ma.l.led
hereunder. Each such notice shall set forth the date fixed for
redemption, the redemption price t.o be paid and, if les8 than all
of the Series. 1989 Bonds of onEl maturity are to be called, the
distinctive numbers, of. such Series 1989 Bonds to be redeemed and
in the case of series 1989 Bonds to be redeemed in part only, the
portion of the principal amount thereof to .be redeemed.
Upon surrender of any Serie~: 1989 Bond for ~edemption in part
only, the Registrar shall authenticate and del~ver to the Owner
thereof, the cost of which shal.l be paid by the Issuer, a new
13
(FORM OF CURRENT INTEREST BOND J
No. R -
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUHDING REVENUE BOND, SERIES 1989
KNOW ALL MEN BY THESE PRESENTS, that the City of Winter
Springs, Florida (hereinafter called "City"), for value received,
hereby promises to pay to the order of .
, or registered' assigns, as here.l.n
provided, on the _ day of , upon the presenta-
tion and 6urrender hereof at the principal corporate trust office
of
, in the City of ,
Florida (the "Registrar"), feom the revenues hereinafter mentioned,
the principal sum of
DOLLARS in any coin or currency of the United
States of America which on the date of payment thereof is legal
tender for the payment of public and private debts, and to pay,
solely from said sources, by check or draft mailed to the person
in whose name this Bond is registered at his address as it appears
on the Bond registration books of the City at the close of business
on the fifteenth day of the month (whether or not a business day)
next preceding each interest payment date, inte.rest on said
principal sum on each April 1 and October 1 commenc~ng October 1,
1989 from the interest payment. date next preceding th.e date c:>f
registration and authentication of this Bond, unless th~s Bond .l.S
registered and authenticat.ed as of an interest payment date, in
which case it shall bear interest from said interest payment date,
or unless this Bond is reoistered and authenticated prior to
_, -in which event this bond shall bear
interest. from
The Bonds of this issue shall be subject to redemption prior
to their m,aturity at the option of the City.
(Insert Optional or'Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the resolution.
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $9,000,000 of like date, tenor and
effect, except as to number, maturity and interest rate, issued to
finance the cost of refunding certain outstanding obligations of
the City and the cost of acquiring and constructing civic and
IS
Series 1989 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1989 Bond surrendered.
Section 15. FORM OF SERIES 1989 BONDS. The text of the
Series 1989 Bonds shall be in substantially the following form,
with such omissions, insertions and variations as may he necessary
and/or desirable and approved by the Mayor of the Issuer and the
Clerk prior to the issuance thereof, which necessity and/or
desirability and approval shall be presumed by their execution of
the Series 1989 Bonds and the delivery of the Series 1989 Bonds t.o
the purchaser thereof by the Issuer;
14
recreational facilities and related off-site improvements and a
fire station, pursuant to the authority of and in full compliance
with the Constitution and Statutes of the State of Florida,
including particularly Chapter 166, Part II, Florida Statutes, the
Charter of the. City and a resolution duly adopted by the City
Commission of the City on May 1, 1989, as amended and supplemented
(the "Resolution") and is subject to all terms and conditions of
such Resolution.
This Bond and the interest herein are payable solely from and
secured by a lien upon and a pledge of the proceeds of the Public
Service Tax imposed by the City on the purchase of certain
utilities services within the corporate limits of the City, under-
the authority of Section 166.231, Florida Statutes, and pursuant
to an ordinance enacted by the City on May 27, 19891 and the
proceeds of the Franchise Fees to be paid for a period of thirty
(30) years from April I, 1984, by the F lor ida Power Corporation,
pursuant to an ordinance enacted by the Issuer on March 27, 198.4
(such tax and fees, above described, are herein collectively
referred to as "Excise Taxes") in the manner provided in the
Resolution.
This Bond does not constitute an indebtedness of the City
within the meaning of any constitutional, statutory or charter
provision or limitation, and it is expressly agreed by the Owner
of this Bond that such Owner shall never have the right to require
or compel the exercise of the ad valorem taxing power of the City
or taxation of any real or personal property therein for the
payment of the principal of and interest on this Bond or the making
of any sinking fund, reserve or other payments provided for- in the
resolution.
It is further agreed between the City and the Owner of this
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon any property of or in the City, but shall
constitute a lien only on the Excise Taxes in the manner provided
in the resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida
applicable thereto, and that the issuance of the Bonds of this
issue does not violate any constitutional or statutory limitations
or provisions.
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial Code - Invest-
ment Securities Law of the State of Florida.
16
CERUf'ICA~E Of' AUTHEN~ICA~ION
The transfer of this Bond is registrable by the Owner hereof
in person or by his attorney - or legal representative at the
principal corporate trust office of the Registrar but only in the
manner and subject to the conditions provided in the Resolution
and upon surrender and cancellation of this Bond.
This Bond is one of the Bonds issued under the provisions of
the within mentio,oed resolution.
Registrar, as Authenticating
Agent
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under -the
Resolution until it shall have been authenticated by the execution
by the Registrar of the certificate of authentication endorsed
hereon.
Date of Authentication:
By (Manual sionaturel
Authorized Officer
ASSIGNMENT AND TRANSFER
. IN K~mESS WHEREOF, the City of Winter Springs, Florida, 1)as
~ssued th1s ~ond and has caused the same to be signed by its Mayor
and counters~gned and attested to by the City Clerk, (the signa-
tures of the Mayor and the City Clerk being authorized to be
facsimile of such officers' signatures) and its seal or a fa.csimile
thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the _ day of , 1989.
CITY OF WINTER SPRINGS, FLORIDA
For value received the undersigned hereby sells, assigns and
transfers unto
other identifying number of
the within bond of the City
hereby constitute and appoint
, attorney, to transfer the
said bond on the books kept for registration thereof, with full
power of substitution in the premises.
(Please insert Social Security or
assignee)
of Winter Springs, Florida, and does
(SEAL)
(manual or facsimile)
Mayor
Date
Signature Guaranteed:
ATTESTED AND COUN~ERSIGNED:
(manual or facsimile)
City Clerk
NOTICE: Signature (s) must be
guaranteed by a member
firm of the New York Stock
Exchange or a commercial
bank or a trust company.
NOTICE: No transfer will be
registered and no new Bonds will
be issued in the name of the
Transferee, unless the signature
to this assignment shall
correspond with the name as it
appears upon the face of the
within Bond in every particular,
without alteration or enlarge-
ment or any change whatever and
the Social Security or Federal
Employer Identification Number
of the Transferee is suppli-
ed. If the Transferee is a
trust, the names and Social
Security or Federal Employer
Identification Numbers of the
settlor and beneficiaries of the
trust, the Federal Employer
Identification Number and date
of the trust and the name of the
trustee should be supplied.
C End of Form of Current Interest Bond J
18
17
(FORM OF CAPITAL APPRECIATION BONDS J
proceeds of the Franchise Fees to be paid for a period of thirty
(30) years from April 1, 1984, by the Florida Power Corporation,
pursuant to .an ordinance enacted by the Issue.r on March 27, 1978
(such tax and fees, above described, are herein collectively
referred to as "Excise Taxes" )in the manner provided in the
Resolution.
No. CA8R-
Bond Date:
Maturity Amount:
$
Principal value
at Issuance: $
per $5, 000 M~turity Amount
UNI~ED STA~ES OF AMERICA
STATE OF FLORIDA
COUNTY" OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BOND, SERIES 1989
This Bond does not constitute an indebtedness of the City
within the meaning of any constitutional, statutory or charter
provision or limitation, and it is. expressly agreed by the .Owner
of this Bond that such Owner shall never have the right to require
or compel the exercise of the ad .valorem taxing power of the City
or taxation of any real or personal property therein for the
payment of the principal of. and interest on this Bond or the making
of any sinking fund, reserve or other payments provided for in the
resolution.
KNOW ALL MEN BY THESE PRESEN~S that the City of Winter
Springs, Florida (hereinafter called "City"), for value received,
hereby promises to. pay to the order of
, or registered assigns, as herein
provided, on the _ day of , upon the presenta-
tion and surrender hereof at the principal office of
. , in the City of
, Florida (the "Registrar"), from the revenues
hereinafter mentioned, the Maturity Amount specified above on the
Maturity Date specified above, or the applicable Accreted Value (as
reflected in the Schedule of Accreted Values set forth herein) if
red~emed prior thereto as hereinafter provided.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the resolution,
It is further agreed between the City and the Owner of this
Bond .that this Bond and the indebtedness evidenced hereby shall not
constitute 8. lien upon any property of or in the City, but shall
constitute a lien only on the Excise Taxes in the manner provided
in the resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
precedent to and in the issuance 0; this Bond exist, have. happened
and have been performed' in regular and due form and time as
required by the law6 and Constitution of the State of Florida
applicable thereto, and that the issuance of the Bonds of this
issue does not violate any constitutional or statutory limitations
or provisions.
This Bond is one of an authorized issue of Bonds in the
aggregate prinCipal amount of $9 I 000,000 of like date, tenor and
effect, except as to number, maturity and interest rate, issued to
finance the cost of refunding certain outstanding obligations of
the City and the cost of acquiring and constructing a civic
recreational complex and related off-site improvements, pursuant
to the authority of and in full compliance with the Constitution
and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, the Charter of the City and
a resolution duly adopted by the City Conunission of the City on
May 1, 1989, as supplemented (the "Resolution") and is subject to
all terms and conditions of such Resolution.
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial Code - Invest-
ment Securities Law of the State of Florida.
The transfer of this Bond is registrable by the Owner hereof
in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar but only in the
manner and subject to the conditions provided in the Resolution
and upon Burrender and cancellation of this Bond.
This Bond and the interest herein are payable solely from. ,and
secured by a lien upon and a pledge of the proceeds of the Public
Service Tax imposed by the City on the purchase of certain
utilities services within the corporate limits of the City, under
the authority of Section 166.231, Florida Statutes, and pursuant
to an ordinance enacted by the City on March .26, 1989, and the
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the
Resolution until it shall have been authenticated by the execution
by the Registrar of the certificate of authentication endorsed
hereon.
IN WIT~ESS WHEREOF, the City of Winter Springs, Florida, has
issued this Bond and has caused the same to be signed by.its Mayor
and countersigned and attested to by the City Clerk, (the signa-
tures of the Mayor and the City Clerk being authorized to be
19
20
...,..
facsimile of such officers' signatures) and its .seal or a facsimile
thereof to be affixed, impresaed, imprin'ted, lithographed or
reproduced hereon, all as of the __ day of , 1989.
CITY OF.KINTER SPRINGS, FLORIDA
(SEAL)
ATTESTED AND COUNTERSIGNED:
(m8nua1 or facsimile)
Mayor
{manual or facsimile}
City Clerk .
21
Section 16. APPLICATION OF SERIES 1989 BOND PROCEEDS. The
proceeds, including accrued interes-t and premium, if any, received
from the sale of any or all of the Series 1989 Bonds shall be
applied by the Issuer simultaneouflly with the delivery of such
Series 1989 Bonds to the purchaser thereof, as follows:
A. The accrued interest and at the election of the Issuer
interest to accrue during the period the Project is being acquired
and constructed on those Series 1989 Bonds allocable to the .project
shall be deposited in the Interest Account in the Debt Service Fund
and shall be used only for the purpose of paying interest becoming
due on the Series 1989 Bonds. .. Such accrued interest and proceeds
of the Series 1989 Bonds, if any, deposited in the Interest Account
shall be invested solely in Federai securities until used to pay
interest coming due on the Series 1989 Bonds.
B. Certain of the remaining proceeds shall be deposited with
the Escrow Holder to be applied as provided in the Agreement, which
together with any other funds to bf! deposited in escrow, will be
sufficient to pay the principal and interest and redemption premium
when due on the Refunded Bonds.
Such escrowed funds shall be kept separate and apart from all
other funds of the Issuer and the moneys on deposit therein shall
be withdrawn, used and applied by the Issuer solely for the
purposes set forth herein and in the Agreement. All such proceeds
shall be and constitute trust funds for such purposes and there is
hereby created a lien in favor of t.he Holders of the Series 1989
Bonds upon such money until so applied.
C. Unless provided from othf~r funds of the Issuer on the
date of issuance of the Series 1989 Bonds or unless provided for
through the purchase of a guaranty or municipal bond insurance
issued by a reputable and recognized municipal bond insurer that
is rated in the highest rating category by A.M. Best & Company,
Standard & Poor's Corporation or Hoody' s Investors Service, an
irrevocable letter of credit rated. in one of the two highest
categories by a nationally recognized rating agency which expires
at the final maturity of the Series 1989 Bonds, an irrevocable
surety bond which expires at the final maturity of the series 1989
Bonds, or any combination thereof, the Issuer shall deposit to the
Reserve Account in the Debt Service Fund, which Reserve Account is
herein created, a sum sufficient, together with other funds_ on
deposit in the Reserve Account to equal the Reserve Requirement on
the Series 1989 Bonds, and shall be used only for the purposes
provided in Section 18 of this Resolution.
D. To the extent not reimbursed therefor by the original
purchaser of the Series 1989 Bonds, the Issuer shall pay all costs
incurred in connection with the issuBnce of the Series 1989 Bonds.
23
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within mentioned Resolution.
Registrar, as Authenticating
Agent
Date of Authentication:
By
(Manual sianature~
Authorized Officer
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
other identifying number of
the within bond of th~ Cit.y
hereby constitute and appoint
, attorney, to transfer t.he
said bond on the books kept for registration thereof, with full
power of substitution in the premises.
(Plesse insert Social Security or
assignee)
of Winter Springs, Florida, and does
Date
Signature Guaranteed by
{member
firm of the New York ,Stock
Exchange or a commercial bank
or a trust company.}
By: (manual sianature)
Title:
NOTICE: No transfer will be
registered and no new Bonds will
be issued in the name of the
Transferee, unless the signature
to this assignment correspond&
with the name as it appears upon
the face of the .....ithin Bond in
every particular, without
alteration or enlargement or any
change whatever and the Social
Security or Federal Employer
Identification Number of the
Transferee is supplied.
[Attach Schedule of Accreted Values}
[END OF BOND FORM OF CAPITAL APPRECIATION BONDS]
22
E. The balance .of the Series 1989 Bond proceeds shall he
deposited in the City of Winter Springs Construction Fund Series
1989 hereby created and such proceeds shall be used solely to
acquire and construct the Project.
Section 17. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall
not be or constitute general obligations or indebtedness of the
Issuer as "bonds" within the meaning of the Constitution of
Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Excise Taxes as herein provided. No Owner
or Owners of any Bonds issued hereunder shall ever have the right
to compel the exercise of the ad valorem taxing power of the Issuer
or taxation in any form of any real or personal property therein
to pay such principal and interest from any other funds of the
Issuer except from the special funds in the manner provided herein.
The payment of the principal of and interest on the Series
1989 Bonds shall be secured forthwith equally and ratably by, -and
the Issuer hereby grants to the OWner an irrevocable lien on the
Excise Taxes, which lien shall be prior and superior to all the
liens and encumbrances on such Excise Taxes and the Issuer does
irrevocably pledge such Excise Taxes to the payment of the prin-
cipal of and interest on the Series 1989 Bonds, for the reserves
therefor and for all other required payments, but only in the
manner and to the extent provided in this Resolution.
Section 18. COVENANTS OF THE ISSUER. For so long as any of
the principal of and interest on any of the Series 1989 Bonds shall
be Outstanding and unpaid or until the Issuer has made provision
for payment of principal, interest and redemption premiums, if any,
with respect to the Bonds, as provided for in Section 33 below, the
Issuer covenants .....ith the holders of any and all Series 1989 Bonds
85 follows:
A. EXCISE TAXES FUND. All Excise Taxes shall upon receipt
thereof be deposited in the "City of Winter Springs Excise Taxes
Fund" (hereinafter called the "Excise Taxes Fund"), hereby created
and established. All deposits into such Excise Taxes Fund shall
be deemed to be held in trust for the purposes herein provided and
used and applied only for the purposes and in the manner herein
provided.
The Excise Taxes shall be and are hereby pledged to the
payment of the principal of, premium, if any, and interest on the
Series 1989 Bonds and to the security thereof. The holders of the
Series 1989 Bonds shall have a lien upon the Excise Taxes, in
accordance with the provisions hereof. The Excise Taxes so pledged
and hereafter received by the Issuer shall immediately be subject
to the lien of such pledge without any physical delivery or further
act. All of the Series 1989 Bonds shall be equally and ratably
secured hereby. The money remaining in the Excise Taxes Fund,
after making provision for the payments into the Debt Service Fund,
24
and the various accounts therein, hereinafter created and
established, may, so long as there is no deficiency therein, be
used for any lawful purpose.
B. DISPOSITION OF EXCISE TAXES. All E:xcise Taxes in the
Excise Taxes Fund shall be disposed of monthly, but not later than
the fifteenth (15th) day of each month commencing in the month
immediately following the delivery of the Series 1989 Bonds only
in the following manner arid the following order of priority:
(I) The Issuer shall first deposit into a separate fund
which is hereby created and designated "City of Winter Springs
Excise Taxes Debt Service Fund" (hereinafter called the "Debt
Service Fund"), and credit to the following accounts, each on a
parity with each oth,er, the following identified sums:
(a) Interest Account: one-sixth (1/6) of all
interest becoming due on the Current Interest Bonds on the next
semi-annual interest payment date, together with any fees or
charges of the Registrar or 'Paying Agent the~eof. The moneys in
the Interest Account shall be withdrawn and deposited with the
Paying Agent for the Bonds on or before each interest payment da.tEl.
in an amount sufficient to pay the interest due on such date and
the fees and charges of the Registrar or Paying Agent. Such
monthly payments shall be increased or decreased proportionately
prior to the first interest payment date or dates, after making
allowances for any deposits made into the Interest Account upon the
issuance of the Bonds.
the Reserve Account whenever the amount provided for in Section
l6(C) shall be on deposit therein.
Any withdrawals from the Reserve Account shall'be subsequently
restored from the firs.t moneys available in the Excise Taxes Fund
after all required payments to the Interest Account, Principal
Account and Redemption Account in the Debt Service Fund (including
all deficiencies in prior required payments therefrom) have been
made in full. Any excess funds in the Reserve Account shall be
transferred to the Interest Account. Upon the issuance of any
Additional Parity Obligations the Issuer shall fund in full part
from the proceeds of such Additional parity Obligations or in any
other manner provided in Section l6(C) hereof the required
additional deposit to the Reserve Account.
Moneys in the Reserve Account with respect to any series of
Bonds shall be used only for the purpose of payment of maturing
principal of or interest or Amortization Installment with respect
to such serios of Bonds when the oth.er money in the Debt Service
Fund is insufficient therefor, and for no other purpose.
(2) Upon the issuance of any Additional Parity Obliga-
tions under the terms, limitations and conditions 6S are herein
provided, the payment a into the several accounts in the Debt
Service Fund, shall be increased in such amounts as shall be
necessary to make the payment for the principal of, and interest
on such Additional Parity Obligati.ons on the same basis 8S
hereinabove provided with respect to the Bonds issued under this
Resolution.
(b) Principal Account: Beginning on the first day
of tho month which is twelve (12) months prior to first principal
maturity date or the applicable or shorter time period if the first.
principal maturity date is less than twelve (12) months after
delivery of the Bonds and monthly thereafter, such sum as will be
sufficient, together 'with the funds then on deposit therein, to pay
one-twelfth (1'/12) of the principal amount and/or the Accreted
Value (except for payments to be made from the Redemption Account
herein created and established) maturing or scheduled to be called
for redemption on the next principal maturing date. The moneys on
deposit' in the Principal Account shall be withdrawn and deposited
with the Paying Agent for such Bonds on or before each principal
maturity date in an amount sufficient to pay the principal maturing
on such date and the fees and charges of the Registrar or Paying
Agent.
(3) The Issuer shall not be required to make any further
deposits into the Debt Service Fund in any month to the extent the
monthly deposits into the Debt Service Fund, 'including the Reserve
Account therein, required by this Section l8(B) have been made by
the Issuer prior to the 15th day of each month and no deficiency
exists in any account in the Debt Service Fund. .
(4) The balance of any moneys remaining in the Revenue
Fund after, the above required payments have be,en made may be used
for any lawful purpose; provided, however, that none of said money
. shall be used for any purposes other than tho.se hereinabove
specified unless all current payments, including any deficiencies
for prior payments, have been made in full and unless the Issuer
shall have complied fully with all the covenants and provisions of
the Resolution.
(C) Redemption Account: An amount sufficient to
pay any Amortization Installment established by any subsequent
resolution of the Issuer.
(d) Following the deposit provided for in Section
l6(C) hereof, no further deposits shall be required to be made into
No further deposit shall be required to any of the accounts
in the Debt Service Fund when sufficient moneys are. on deposit in
the accounts within the Debt Service Fund to pa:( the principal,
interest, and redemption premium, if any, on all Bonds at ma~urity..
25
26
(5) The Debt Service Fund (including the accounts
therein), the Revenue Fund and any other special funds herein
established and created shall be deemed to be held in trust for the
purposes provided herein for such funds. The money in all such
funds shall be continuously secured in the same manner as state and
municipal deposits are authorized to be secured by the laws .of the
State of Florida. '
or adversely affect in any manner. the pledge of the Public Service
Tax made herein, or the rights of the holders of the B~nds, or the
rate or amount of the Public Service Tax. The City does further
covenant and agree that so long as any of. the principal of or
interest on any of the, Bonds shall be outstanding and unpaid, or
payment thereof not duly provided for, it will levy and collect
such Public Service Tax, to the extent necessary up to the maximum
rate provided by law, as will always, together. with, other moneys
available therefor, provide funds sufficient to pay, as the, same
shall become due, the. principal of and interest on the Bonds, in
addition to paying, aD the same shall becomc duc, all reserve fund
and other payments provided for in this Resolution and all other
obligations and indebtedness payable out of said Public Service
Tax.
Except as otherwise provided in Section l6{A) of this Resolu-
tion, moneys on deposit in the Revenue Fund and the Debt Service
Fund excluding the Reserve Account may 'be invested and reinvested
in Investment Securities which mature not later than the detOG on
which the moneys on deposit therein will be needed for the purpose
of such fund. M.oneys in the Reserve Account may be invested and
reinvested. in Investment Securities maturing not later than five
(5) years from the date of their deposit in the Reserve Account.
All income on such investments, except as otherwise provided, shall
be deposited in the respective funds and accounts from which such
investments were made and be used for the purposes thereof unless
and until the maximum required amount is on deposit therein, and
thereafter shall be deposited in the Revenue Fund. If the Reserve
Requirement shall be on deposit in the Reserve Account, investment
income earned on the Reserve Account shall be deposited in the
Interest Account. To the extent that the Reserve Requirement shall
not be on deposit in the Reserve Account, investment income earned
on the Reserve Account shall remain on deposit therein.
The Issuer further expressly represents that it has legal and
valid power to continue the levy and collection of the Public
Service Tax until all the principal of and interest on the Bonds
have been fully paid, notwithstanding that ,the legislative authori-
ty therefor may be repealed, amended or modified by the Legislature
of Florida prior to such time; and said City further represents
that the covenants entered into between the City and holders of the
Bonds pursuant to this subsection (C) constitute a valid and
legally binding contract between the City and such Bondholders not
subject to repeal, impairment or modification by the City.
(6) In determining the amount of any of the payments
required to be made pursuant to this Section 18{B), credit shall
be given for all investment income accruing to the respective funds
and accounts described herein, except as otherwise provided.
(7) The cash required to be accounted, for in each of the
funds and accounts described in this Section 18, may be deposited
in 8 single bank account, provided that adequate accounting records
.are maintained to reflect and control the restricted allocation of
the cash on deposit therein for the various purposes of such funds
and accounts as herein provided. The designation and establishment
of the various funds in and by this Resolution shall not be
construed to require the establishment of any cqmpletely indepen-
dent, self-balancing funds aa such term is commonly defined and
used in governmental accounting, but rather is 'intended solely to
constitute an earmarking of certain revenues and to .establish
certain priorities for application of such revenues as herein
provided.
C. PUBLIC SERVICE TAXES. For so long as any .of the Bonds
are Outstanding and unpaid, or payment thereof has .not been duly.
provided for, it will not repeal the ordinance levying the Public
Service Tax, and will not amend or modify said ordinance in any
manner so as to impair or adversely affect the power and' obligation
of the City to levy and collect the Public Service Tax, or impair
D. FRANCHISE FEES. So long as any of the Bonds are Out-
standing and unpaid, or payment thereof has not been duly provided
for, it will not repeal the ordinance granting the franchise to
Florida Power Corporation and levying said Franchise Fees, and will
not amend or modify said ordinance in any manner so 8S to reduce
the rate or amount of Franchise Fees levied thereunder, or impair
or adversely affect the obligation of Florida Power Corporation,
or of its legal representatives, successors or assigns, to pay, or
the powor or obligation of the City to levy .and collect said
Franchise Fees, or impair or adversely affect in any manner the
pledge of such Franchise Fees made herein, or the right~ of holders
of Bonds issued pursuant to this Resolution.
The City further expressly represents that it has legal and
valid power to levy and continue to levy and collect said Franchise
Fees in the manner provided, in said ordinance, and said City
further represents that the covenants entered into between the City
and the holders of the Bonds pursuant to this subsection (D)
constitute a valid and legally binding contract between the, City
and such Bondholders and are not subject to repeal, impairment or
modification by the City.
In the event the Issuer shall acquire the electric, power and
distribution facilities of the Florida power Corporation, or in the
event it shall acquire, construct or operate an electric power and
distribution system and the Franchise Fees are not available to the
27
26
City to make the payments thereJ;rom required pursuant to the
provisions of this Resolution, the City will make payment from the
net revenues first available to it .from the operation of any such
electric power and distribution system so owned, acquired,. con-
structed or operated by it of the amounts required to be paid from
the Franchise Fees pursuant to the provisions of this Resolution.
E. BOOKS AND ACCOUNTS: AUDI'!:. The Issuer shall keep proper
books, records and accoun~s, separate and apart from. ,all other
records. and accounts, showl.ng correct and complete entn.es of all
transactions relating to the collection and disbursement of the
Excise Taxes. The Owners o'f any of the Bonds or any duly
authorized agent or agents of such O'....ners shall have the right at
any and all reasonable times to inspect such books, records and
accounts. The Issuer shall, in accordance with application of
State of Florida law, following the close of each Fiscal Year cause
an audit' of such books, records and accounts to be made by an
independent firm of certified public accountants in accordance with
generally accepted accounting procedures. Each such audit, shall
include the following:
Comments regarding any non-compliance by th.e City in carrying
out the accounting requirements of this Resolut~on.
shall contain an express statement that such obligations are
junior, inferior and subordinate in all respects to the Bonds
herein authorized, as to lien on and source and security for
payment from such Excise Taxes.
Copies of each such audit report shall be placed on file with
the Issuer and be made available at reasonable times for inspection
by Owners of Bonds, and shall be sent to the nationally recognized
bond rating agencies and to the initial purchasers of the Bonds.
The auditors selected by the Issuer shall be changed at any time
by a written request signed by a majority of the O......ners.
F, ENFORCEMENT OF COLLECTIONS. The Issuer will diligently
enforce and collect all Excise Taxes and will take all steps,
actions and proceedings for the enforcement and collection of such
rates, charges and fees as shall become delinquent to the full
extent permitted or authorized by lawi and will maintain accurate
records with respect thereof. All such fees, rates, charges and
revenues herein pledged shall, as collected, be held in trust to
be applied as herein provided.
H. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional
parity Obligations, payable on a parity from the Excise Taxes~
shall be issued after the issuance of the Series 1989 Bonds herein
authorized, except upon the conditions and in the manner herein-
after provided:
(1) There shall have been obtained and filed wi tb the
Issuer a certificate of an independent certified public accountant
of suitable experience and responsibility stating: (a) that the
books and records of the City relating to the collect-ion dnd
receipt of the Excise Taxes have been audited by himi (b) the
amount of the Excise Taxes received for any t......elve (12) months out
of the immediately preceding twenty-four (24) months preceding the
date of issuance of the proposed Additional Parity Obligations wi.th
respect to which such certificate is madei (c) .that the aggregate
amount of such Excise Taxes for such period is equal to not .less
than one hundred twenty-five percent (125%) of the Maximum Bond
Service Requirement on all obligations issued under this
Resolution, if any, then Outstanding and on the Additional Parity
Obligations ......ith respect to whlch such certificate is made.
(2) The Excise Taxes for the preceding Fiscal Year may
also be adjusted to include the estimated Excise Taxes as certified
by an independent certified public accountant, that the Jssuer
would have received from areas that the Issuer has anney-ed prior
to the issuance of the Additional Parity Obligations and not fully
reflected in such Fiscal Year.
Nothing herein, however, shall be construed to grant to any
Owner of the Bonds any lien on any ?roperty of the Issuer.
G. ISSUANCE OF OTHER OBLIGATIQllli. The Issuer will not fssue
any other obligations payable from th.e Excise Taxes nor voluntarily
create or cause to be created any d~bt, lien, pledge, assignment,
encumhrance or other charge having priority to or being on a parity
with the lien of the Bonds issued pursuant to this Resolution and
the int-erest thereon, upon said Excise Taxes except under the
conditions and in the manner provi.ded herein. Any obligations
issued by the Issuer other than the Bonds herein authorized and
Additional Parity Obligations, payable from such Excise Taxes,
(3) The Excise Taxes for the preceding Fiscal Year may
also be adjusted to include the estimated Excise Taxes, as
certified by an independent certified public accountant, that the
Issuer would have received during such Fiscal Year due to increase
in the rate or rates of such Excise Taxes during such Fiscal Year:
and not fully reflected in such Fiscal Year,
(4) Each resolution authorizing the issuance of Ad~
ditional Parity Bonds ......ill recite that all of the covenants herein
contained will be applicable to such Additional Parity Bonds.
(5) The City shall not be in default in performing any
of the covenants and obligations assumed hereunder, and all
payments herein required to have been made into the funds and
accounts, as provided hereunder, shall have been made to the "full
extent required.
Section 18. FEDERAL INCOME TAX COVENANTS: TAXABLE BONDS_
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30
(A) The Issuer covenants with the Holders of each Series of
Bonds (other than Taxable Bonds), that it shall not use the
proceeds of such Bonds in any manner which would cause the interest
on such Series of Bonds to be or become includable in the gross
income of the Holder thereof for federal income tax purposes.
amended, or under any similar act in any jurisdiction which. may now
be in effect or hereafter enacted.
(B) The Issuer covenants with the Holders of Bonds (other
than Taxable Bonds) that it not will make any use of the proceeds
of such Bonds (or amounts deemed to be proceeds under the Code) in
any manner which would. cause such Bonds to be "arbitrage bonds~
within the meaning of Section 148 of the Code and that it shall not
do any act or fail to do any act which would cause the interest on
such Bonds to become includable in the gross income of the Holder
thereof for federal income tax pu::"poses.
(C) The Issuer hereby covenants with the Holders of Bonds
(other than Taxable BOnds) that it will comply with all provisions
of the Code necessary to maintain the exclusion of interest on the
Bonds from the gross income of the Holder thereof for federal
income tax purposes, including, in particular, the payment of any
amount required to be rebated to the U. S. Treasury pursuant to the
Code.
(C) The Issuer shall default in the due and punctual perfor-
mance of any other of- the covenants, conditions, agreements and
provisions contained in the Bonds or in this Resolution on the part
of the Issuer to be performed, and such default shall continue for
a period of thirty (30) days after ......ritten notice of such default
shall have been received from the Holders of not less than twenty-
five percent (25%) of the aggregate principal amount of Bonds
.Outstanding or the Insurer of such amount of Bonds or any Credit
Bank. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a
reasonabie period of time and if the Issuer in good faith in-
stitutes curative action and diligently pursues such action until
the defaul t has been corrected.
(D) An event of default pursuant to Section 30 of this
Resolution .
(D) The Issuer may, if it so elects, issue on~ or more series
of Taxable Bonds the interest on which is (or maybe) includible
in the gross income of the Holder thereof for federal income tax
purposes, so long as each such Bond states in the body thereof that
interest payable thereon is (or muy be) subject to federal income
taxation and provided that the issuance thereof will not cause the
interest on any other Bonds theretofore issued hereunder to be or
become includable in the gross income of the Holder thereof for
federal income tax purposes. The co'/enants set forth in. paragraphs
(A), (B) and (C) above shall not apply to any Taxable Bonds.
Section 19. EVENTS OF DEFAUL1-, The following events shall
each constitute an "Event of Default":
Section 20, ~. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for
such Bondholders may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent jurisdic-
tion, protect and enforce any and all rights under the laws of the
State of Florida, OJ: granted and contained in this Resolution~ and
may enforce and compel the performance of all duties required by
this Resolution or by any applicable statutes to be performed by
the Issuer or by any officer thereof,
(A) Default shall be made in the payment of the principal of,
Amortization Installment, redemption premium or interest on any
Bond when due.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than twenty-five percent (25%) of the Bonds then
Outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
with authority to represent such Bondholders in any legal proce.ed-
ings for the enforcement and protection of the rights of such
Bondholders and such certificate shall be executed by such Bond-
holders or their duly authorized attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appoint-
ment, together with evidence of the requisite signatures of the
Holders of not less than twenty-five percent (25%) in aggregate
principal amount of Bonds Outstanding and the trust instrument
under which the trustee shall have agreed to serve shall be filed
with the Issuer and the trustee and notice of appointment shall be
given to all Holders of Bonds in the same manner as notices of
redemption are given hereunder. After the appointment of the first
trust hereunder, no further trustees may be appointed; however r the
Holders of a majority in aggregate principal amount of all the
Bonds then Outstanding may remove the trustee initially appointed
Bnd appoint a successor and subsequent successors at any time.
(B) There shall occur the dissolution or liquidation of the
Issuer, or the filing by the Issuer of a voluntary petition in
bankruptcy,' or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or
assignment by the Issuer for the benefit of its creditors, or
appointment of a receiver for the Issuer, or the entry by the
Issuer into an agreement of composition with its creditors, or the
approval by a court of competer.t jurisdiction of a petition
applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as
31
32
Upon the occurrence of an Event of Default, a trustee may,
with the. consent of ANSAC Indemnity (in .the case of any Bonds
insured by AMBAC Indemnity), and shall, at the direction of AMBAC
Indemnity (in the case of any Bonds insured by ANBAC Indemnity) or
25% of the Bondholders with the consent of AMBAC Indemnity (in the
case of any Bonds insured by AMBAC Indemnity), by written notice
to the Issuer and AMBAC Indemnity (in the case of any Bonds insured
by AMBAC Indemnity), declare the principal of the Bonds to be
immediately ~ue and payable, whereupon that portion of the prin-
cipal of the Bonds thereby coming due and the interest thereon
accrued to the date of payment shall, without further action~~:,
become and be immediately due and payable, anything in this
Resolution. or. in the Bonds to the contrary notwithstanding.
Section 21. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS.
The Holders of a majority in principal amount of the Bonds then
Outstanding (or any Insurer insuring any then Outstanding Bonds)
have the right, by an instrument or concurrent instruments in
writing executed and delivered to the trustee, to direct the method
and place of conducting all remedial proceedings to be taken by .the
trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions hereof,
and that the trustee shall have the right to decline to follow any
such direction which in the opinion of the trustee would be
unjustly prejudicial to Holders of Bonds not parties to such
direction.
Section 22. REMEDIES CUMULATIVE. No remedy herein confe.rred
upon or reserved to the Bondholders is intended to be exclusive of
any other remedy or remedies, and each and every such remedy shall
be cumulative, and shall be in addition to every other remedy'given
hereunder or now or hereafter existing at .law or in equity or by
statute. .
Sectiol.) 23. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be
a waiver of any such default, or an acquiescence therein; and every
power and remedy given by Section 20 of this Resolution to the
Bondholders may be exercised from time to time, and as often as may
be deemed expedient.
Section 24. APPLICATION OF MONEYS AFTER DEFAULT. If an Event
of Default shall happen and shall not have been remedied, the
Issuer ora trustee or receiver appointed for the purpose shall
apply all Excise Taxes as follows and in the following order:
(A) To the payment of the reasonable and proper. charges,
expenses and liabilities of the trustee or receiver, Registrar and
Paying Agent hereunder; and
33
Section 26. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'
nm::!,_~. The Issuer, from time to time and at any time, may adopt
sup'p~e"m~ntal _ ~esol.ut~~..,ns __~i~~~~t _...t_h,e, ~~~~:~~t=O~f f~~: aB~~~;
~; fora~y~ -;{-t-h~--f~l-l~;i;g-p~;p-o~~;~-
(A) To cure any ambiguity ,or formal defect or omission or to
. ~ any in.consi~tent p:-ovisi~~~,_i_n ,-~~~_~_-,~:solution or to
-~~!:..~ ~~::t :::::.~~~:.= -;,::, qUt:aj;~~On5 dI:.Ll;;i.l.UY UI::J.CUIIUI;;:J..
(B) To grant to or confer upon the Bondholders any additional
;':J~~~.:.~~~m~~i~~, _J?~~ers, .8uthor~~~ ~~~~~~~~~~~ that may lawfully
-_-.;.. \,;ulIJ.cJ.J.eu upun l..IlC DUllUllU.LI.U=.j.D.
(C) To add to the conditions, limitations attd restrictions
:"l"..: issuance of Bonds under the provisions of this Resolution.
(D) To add to the covenants and agreements of the Issuer in
hi.,.. ~_"",,,,,=,h,;:i,:,!'. '="!' to surrender any right or power herein reserved
. -:-::- conferred upon the Issuer.
(E) To specify and determine matters and things relative to
__:_ Bonds which are not contrary to or inconsistent with this
- - - ~ ~ ~~ = ~_ ~~__=-~-~~~~~~~~~P~~i~~~~~~~norO:od:::~in:~f~~Ya~r a~;s~~~~
Lu Lilt: first delivery of such Bonds.
(F) To change or modify the description of the Project.
(G) To specify and determine matters necessary or desirable
Lilt: issuance of Capital Appreciation Bonds.
(H} To make any other change that, in the opinion of the
.. would not materially adversely affect the security for the
but only with the prior consent of ANSAe Indemnity for
~-:-l~:~';'~~.;; ~'-:' i..b..':::~ 60iH.b: issued by AMBAC Indemnity.
Section 27. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND
_~_~':'':'!-i5~~..!.. _ Subject to the terms and provisions contained
-'-'_-~~ 3":"..-:"~.~':~ 27 and Section 26 hereof. the Holder or Holders of
1 PAR th~!'! ~ !!!~jorit~' in aggregate principal amount of the Bonds
- _ ~ . ___'-=-__.. =:-.=_.:..:. h~ve the right; from time to time, anything
...: _: :.-:~ In .this Res.o.l,utio~ ~~ th~ ~ c~_~~!,a_~!__~~t:..~~~~~tanding, ,to
...; :~.(~11 :_. 'i.' i~:~~ ~~;~~-~; ;~!~s~~!~I~ ~;)~~~'~-m;d_':~'P~~~~~ ;~c~~a de~~~~~~~ J~~
Issuer for the purpose of supplementing, modifying, alterlngl
.. .... adding to or rescinding, in any particular, any of the
or provisions contained in this Resolution; provided,
_. that if such modification or amendment will, by its terms,
.: take effect' so long as any Bonds remain Outstanding, the
.--..: ..i i.-';!~ !-i.._.lr_~"::,!,,,, .)[ .:HH;h B')w:J8 "h...ll not be requir-ed and such
.. .., nnt- },r:' t:te",,!!!elj to b~ ~11t-c::t-Anrlj ng for the purpos.e pf any
35
(B) To the payment of the interest and principal, including'
any redemption premium, if applicable, then due on the Bonds, as
follows:
(1) Unless the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied:
, FIRST: to the payment to the persons. entitled thereto
of all installme"nts of interest then due, in the order of the
maturity of such installments, and, if the amount, available
shall not be sufficient to pay in full any particular install-
ment, then to the payment ratably, .Bccording to the amounts
due on such installment, to the persons entitled thereto,
without any discrimination or preference;
SECOND: to the payment to the persons enti tIed thereto
of the unpaid principal of any of the Bonds which shall have
become due at maturity or upon . mandatory redemption prior to
maturity (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions
of this Resolution), in the order of their due dates, with
interest upon such Bonds from the respective dates upon .which
they became due, and, if the amount available shall not be
sufficient to pay in -full Bonds due on any particular date,
together with such interest, then to the payment first of such
interest, ratably according to the amount. of such interest due
on such date, and then to the payment :of such principal,
ratably according to the amount of such principal due on such
date, to the persons entitled thereto without any discrimina-
tion or preference; and
THIRD: to the payment of Bny Bonds called for optional
redemption. pursuant to the proxisions of this. Resolution.
(2) If the principal of all the Bonds shall have become due
and payable, all such moneys shall be applied to the 'payment of the
prinCipal and interest then due and unpaid upon the Bonds, without
preference or priority of principal over interest or of interest
over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond,
ratablYI according to the amounts due respectively for principal
and interest, to the persons entitled thereto without any
discrimination or preference.
Section 25. CONTROL BY INSURER. upon the occurrence and
continuance of an Event of Default, any insurer of the payment of
principal and interest on such Bonds, if such insurer shall have
honored all of its commitments under its bond insurance policy,
shall be entitled to direct and control the enforcement of all
rights and remedies with respect to the Bonds it shall insure.
34
calculation of Outstanding Bonds under this Section 27. Any
supplemental resolution which is adopted iei 'accordance witn the.
provisions of this Section 27 shall also require the written
consent of the insurer of any Bo.nds which are Outstanding at th.e
time such supplemental resolution . shall take effect. No
supplemental resolution may be approved or adopted which shall
permit or require (A) an extension of the maturity of the principal
of or the payment of the interest on any Bond issued hereunder, (B)
reduction in the principal amount of any Bond or the redemption
premium-or the rate of interest thereon, (C) the creation of a lien
upon or a pledge of other than the lien and pledge created by this'
Resolution which adversely ..affects any Bondholders, (D) a
preference or priority of any Bond or Bonds over any other Bond or
Bonds, or (E) a reduction in tho aggregate principal amount of the
Bonds required for consent to such supplemental resolut~on.
Nothing herein contained, however, shall be construed as making
necessary the approval by Bondholders or the insurer of the
adoption of any supplemental resolution as auth?rized in Section
26 hereof,
If at any time the Issuer shall determine that it is necessary
or desirable to adopt any supplemental resolution pursuant to this
Section 27, the Clerk shall cause the Registrar to give notice of
the proposed adoption of such supplemental resolution and the form
of consent to such adoption to be mailed, postage prepaid, to all
Bondholders at their addresses as they appear on the registration
books and to all insurers of Bonds Outstanding. Such notice shall
briefly set forth the nature of the proposed supplemental resolu-
tion and shall state that copies thereof are on file at the offices
of the Clerk and the Registrar for inspection by all Bondholders.
The Issuer shall not, however, be subject to any liability to any
Bondholder by reason of its failure to cause the notice required
by this Section 27 to be mailed and any such failure shall not
affect the validity of such supplemental resolution when consented
to and approved as provided in this Section 27.
Whenever the Issuer shall deliver to the Clerk an instrument
or instruments in writing purporting to be executed by the Holders
of not less than a majority in aggregate principal amount of the
Bonds then Outstanding, which instrument or instruments shall refer
to the proposed supplemental resolution described in such notice
and shall specifically consent to and approve the adoption thereof
in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such
supplemental resolution in substantially such form, without
liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate
principal amount of the Bonds Outstanding at the time of the
adoption of such supplemental resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder. of
36
any Bond shall have any right to object to the adoption of such
supplemental resolution, or to object to ,any of the ter~s and
provisions contained therein or the operat1on thereof, or 1n any
manner to. question the propriety of t,he adoption thereof, or to
enjoin or restrain the Issuer from adopting the same or from taking
any act.ion pursuant to the provisions thereof.
Upon the adoption of any supplemental- res~lution pursuant to
the provisions of this Section 27, this Resolut1on sh,all be deemed
to be modified and amended in accordance therewl.th, and the
respective rights, duties and obligations under this Resolution Qf
the Issuer oI!lIOd all Holders of Bonds tht:!n OUtstanding shall there-
after be determined, exercised and enforced in all respects under
the provisions of this Resolution as sel modified and amended.
Section 28. AMENDMENT WITH CONSEtlT OF INSURER ONLY. If all
of the Bonds Outstanding hereunder are insured as to payment of
principal and interest by an insurer or insurers, and the insurer
is not in default, the Issuer may adopt one or more supplemental
resolutions amending all or any part hereof, with the written
consent of said insurer or insurers, and prior notice to Standard
& Poor's Corporation, and the acknowll~dgment by said insurer or
insurers that its insurance or guaranty policy will remain in full
force and effect. The consent of the Holders of any Bonds shall
not be necessary. The foregoing right of amendment, however, does
not apply to any amendment with respect to the exclusion, if
applicable, of interest on said Bonds from the gross income of the
Holders thereof for federal income tax purposes nor may any such
amendment deprive the Holders of ony Bond of right to payment of.
the Bonds from, and their lien on, the Excise Taxes. Upon_filing
with the Clerk of evidence of such consent of the insurer- or
insurers as aforesaid, the Issuer may adopt such supplemental
resolution. After the adoption by the Issuer of such supplemental
resolution, notice thereof shall be mailed in the same manner as
notice of an amendment under Section 27 hereof.
rence and continuance of an event of default 8S defined herein f
AMBAC Indemnity shall be entitled, as to those Bonds insured by
AMBAC Indemnity to control and direct the enforcement of all rights
and remedies granted to the Bondholders under this Resolution,
including, without limitation, acceleration of the principal of the
Bonds as described in this Resolution and the right to annul any
declaration of acceleration, and AHBAC Indemnity shall als.o be
entitled to approve all waivers of Events of Default.
. Section 30.' NOTICES TO BE GIVEN TO AMBAC INDEMNITY. While
the. Municipal Bond Insurance Policy is in effect, the Issuer shall
furnish to AMBAC Indemnity:
(a) as"soon as practicable after the filing thereof, a copy
of any financial statement of the Issuer and a copy of any .8udl t
and annual report of' the Issuer;
(b) a copy of any notice to be given to the registered o~meI"S
of any Bonds insured by AMBAC Indemnity, including without limita-
tion, notice of any redemption of or defeasance of Bonds insured
by AMBAC Indemnity, and any certificate rendered pursuant to this
Resolution, relating to the security for the Bonds insured by AMBAC
Indemnity; and
(c) such additional information it may reasonably request~
The Issuer will permit AMBAC Indemnity to discuss the affairs,
finances and accounts of the Issuer or any information AMBAC
Indemnity may reasonably request regarding the security for the
Bonds insured by AMBAC Indemnity with appropriate officers of_ the
Issuer. The Issuer, will permit AMBAC Indemnity to have access-to
any of the Project financed with Bonds insured by AMBAC Indemnity
and have access to and to make copies of all books and records
relating to the Bonds insured by AMBAC Indemnity at any reasonable
time.
Section 29. (A) CONSENT OF AMBAC~. Any provision
of this Resolution expressly recognizing or granting rights in or
to AMBAC Indemnity may not be amended in any manner which affects
the rights of AMBAC Indemnity hereunder 'M'ithout the prior written
consent of AMBAC Indemnity.
(B) Consent of AMBAC Indemnity in Addition to Bondholder
Consent. Unless otherwise provided in this Section, AMBAC
Indemnity's consent shall be required in addition to Bondholder
consent, when required, for the following purposes: (i) execution
and delivery of any supplemental, or amendatory resolution; and
(ii) initiation or approval of any action not described in (i)
above which requires Bondholder consent,
(C) Consent of AMBAC Indemnity upon Default. Anything in
this Resolution to the contrary notwithstanding, upon the occur-
AMBAC Indemnity shall have the right to direct an accounting
at the Issuer's expense, and the Issuer's failure to comply with
such direction within thirty (30) days after receipt of written
notice of the direction from AMBAC Indemnity shall be deemed an
Event of Default hereunder; provided, however, that if compliance
cannot. occur within such period, then such period will be extended
so long as compliance is begun within such period and diligently
pursued, but only if such extension would not materially adversely
affect the interests of any registered owner of the Bonds.
Notwithstanding any other provision of this Resolution, the
Issuer shall immediately notify AMBAC Indemnity if any time. there
are in~ufficient moneys to make any payments of principal and/or
interest as required and immediately upon the occurrence of any
Event of Default hereunder.
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36
Section 31. PAYMENT PROCEDURE PURSUANT TO MUNICIPAL BOND
INSURANCE POLICY. As long 8S the Mun~cipal Bond Insurance Po11cy
shall be in full force and effect, the Issuer and any paying Agent
agree to comply with the following provisions:
satisfactory to the Insurance Trustee to permit ownership of such
Bonds to be registered in the name of AMBAC Indemnity) for p.ayment
to the Insurance Trustee, and not the Paying Agent, and (iv) that
should they be entitled to receive partial payment of principal
from AMBAC Indemnity, they must surrender their Bonds for payment
thereon first to the Paying Agent who shall note on such Bonds the
portion of the principal paid by the Paying Agent and then, along
with an appropriate instrument of assignment in form satisfactory
to the Insurance Trustee, to the Insurance Trustee, which will then
pay the unpaid portion of principal,
(e) in the event that the Paying Agent has notice that any
payment of principal of or interest on a Bond which has become due
for payment and which is made to a Bondholder by or on behalf of
the Issuer has been deemed a preferential transfer and theretofore
recovered from its registered owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance .....ith the
final, nonappealable order of a court having competent jurisdic-
tion, the Paying Agent shall, at the time AMBAC Indemnity is
notified pursuant to (a) above, notify all registered owners that
in the event that any registered owner' 5 payment is so recovered,
such registered owner will be entitled to payment from ANSAe
Indemnity to the extent of such recovery if sufficient funds are
not otherwise available, and the Paying Agent shall furnish AMBAC
Indemnity its records evidencing the payments of principal of and
interest on the Bonds which have been made by the paying Agent, and
subsequently recovered from registered owners and the dates on
which such payments were made.
(a) if five (5) days prior to an interest payment date the
Paying Agent determines that there will be insufficient funds in
the funds and. accounts created pursuant to this Resolution to pay
the principal of or interest on the Bonds insured by the Municipal
Bond Insurance Policy on such intereut payment date, the Paying
Agent shal~ so notify AMBAC Indemnity. Such notice shall specify
the amount of the anticipated deficiency, the Bonds to which such
deficiency is applicable and whether such Bonds will be deficient
as to principal or interest, or both. If the Paying Agent has not
so notified AMBAC Indemnity five (5) days prior to an interest
payment date, AMBAC Indemnity will ma~e payments of principal or
interest due on the Bonds on or before the fifth (5th) business day
next following the date on which AMBAC Indemnity shall have
received. notice of nonpayment from the paying Agent.
(b) the Paying Agent shall, after giving notice to AMBAC
Indemnity as provided in (a) above, make available to AMBAC
Indemnity and, at AMBAC Indemnity's direction,. to the United States
Trust Company of New York, as insurance trustee for AMBAC Indemnity
or any successor insurance trustee (the "Insurance Trustee~), the
registration books of the Issuer maintained by the Paying Agent,
and all records relating to the funds and accounts maiptained under
this Resolution.
(f) in addition to those rights granted AMBAC Indemnity under
this Resolution, AMBAC Indemnity shall, to the extent it makes
payments of principal of or interest on Bonds, become subrogated
to the rights of the recipients of such payments in accordance with
the terms of the Municipal Bond Insurance Policy, and to evidence
such subrogation (i) in the case of subrogation as to claims for
past due interest, the Paying Agent shall note AMBAC Indemnity's
rights as subrogee on the registration books of the Issuer main-
tained by the Paying Agent, upon receipt from AMBAC Indemnity of
proof of the payment of interest thereon to the registered owners
of the Bonds, and (ii) in the case of subrogation as to claims for
past due principal, the Paying Agent shall note AMBAC Indemnity's
rights as subrogee on the registration books of the Issuer main-
tained by the Paying Agent upon surrender of the Bonds by the
registered owners thereof together with proof of the payment of
principal thereof.
(C) the Paying Agent shall provide AMBAC Indemnity and the
Insurance Trustee with a list of registered owners of Bonds
entitled to receive principal or int;erest payments from AMBAC
Indemnity under the terms of the Municipal Bond Insurance policy,
and shall make arrangements with the Insurance Trustee (i) to mail
checks or drafts to the registered owners of Bonds entitled to
receive full or partial interest payments from AMBAC Indemnity and
(ii) to pay principal upon Bonds surrendered to the Insurance
Trustee by the registered owners of the Bonds entitled to receive
full or partial principal payments from AMBAC Indemnity.
(d) the Paying Agent shall, at t.he time it provides notice
to AMBAC Indemnity pursuant to (a) above, notify registered owners
of Bonds entitled to receive the payment of principal or interest
thereon from AMBAC Indemnity' (i) as tc. the fact of such entitle-
ment, (ii) that AMBAC Indemnity will remit to them all or a part
of the interest payments next coming due upon proof of Bondholder
entitlement to interest payments and delivery to the Insurance
Trustee, in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner' sIr ight to payment,
(iii) that should they be entitled to receive full payment of
principal from AMBAC Indemnity, they must surrender their Bonds
(along with an appropriate instrument of assignment in form
Section 32. PARTIES INTERESTED HEREIN. Nothing in this
Resolution expressed or implied is intended or shall be construed
to confer upon, or to give to, any person or entity, other than the
Issuer, AMBAC Indemnity (as to those Bonds insured by AMBAC
Indemnity) I the Paying Agent, and the registered owners of the
Bonds, any right, remedy or claim under or by reason of this
40
39
Resolution or any covenant, condition or stipulation hereof, and
all covenants, stipulations, promises and agreements in this
Resolution, contained by and on behalf of the Issuer shall be for
the sole and exclusive benefit of the Issuer, AMBAC Indemnity (as
to those Bonds insured by AMBAC Indemnity), Paying Agent, and the
registered owners of the Bonds.
Section 33. DEFEASANCE. If the Issuer shall payor cause to
be paid or there shall otherwise be paid to the Holders of all
Bonds the principal, any redemption premium, if applicable, and
interest due or to become due thereon, at the times and in the
manner stipulated therein and .in this Resolution, then the pledge
of the Excise Taxes, and all covenants, agreements and other
obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied.
In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to this
Resolution which are not required for the payment or redemption of
Bonds not theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto,
whether at or prior to the maturity or redemption date of such
Bonds, shall be deemed to have been paid within the meaning of this
Section 33 if (A) in case any such Bonds are to be redeemed prior
to the maturity thereof, there shall have been taken all action
necessary to call such Bonds for redemption and notice of such
redemption shall have been duly given or provision shall have been
made for the giving of such notice, and (B) there shall have been
deposited in irrevocable trust with a banking institution or trust
company by or on behalf of the Issuer either: moneys in an amount
which shall be sufficient, or Federal Securities the principal of
and 'the interest on which when due will provide moneys which,
together with the moneys, if any, deposited with such bank or trust
company at the same time shall be sufficient, to pay the principal,
of any redemption premium, if applicable, and interest due and to
become due on said Bonds on and prior to the redemption date or
maturity date thereof, as the case may be. Except as hereafter
provided, neither the Federal Securities nor any moneys so deposit-
ed with such bank or trust company nor any moneys received by'such
bank or trust company on account of principal of or redemption
premium, if applicable, or interest on said Federal Securities
shall be withdrawn or used for any purpose other than, and all such
moneys shall be held in trust for and be applied to, the payment,
when due, of the principal of or redemption premium, if applicable,
of the Bonds for the payment or redemptio.n of. which they were
deposited and the interest accruing thereon to the date of maturity
or redemption; provided, however, the Issuer may substitute new
Federal Securities and moneys for the deposited Federal Securities
and moneys if the new Federal Securities and moneys are sufficient
to pay the principal of or redemption premium, if applicable, and
interest on the refunded Bonds.
In the event the Bonds for which moneys are to be deposited
for the payment thereof in accordance with this Section 33 are not
by their terms subject to redemption within the next succeeding
sixty (60) days, the Issuer shall cause the Registrar to mail a
notice to the. Holders of such Bonds that the deposit required by
this Section 33 of moneys and/or Federal Securities has been made
and said Bonds are deemed to be paid in accord~nce with the provi-
sions of .this Section 33 and stating such maturity or redemption
date upon which moneys are to be available for the payment of,
including any redemption premium, and interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call
any of the Outstanding Bonds fot" redemption prior. to maturity
pursuant to any applicable optional redemption provisions, or to
impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
In the event that the principal and/or interest due on any
Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal
Bond Insurance POlicy, the Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be
considered paid by the Issuer, and the assignment and pledge of the
Excise Taxes and all covenants, agreements and other obligations
of the Issuer to the registered owners shall continue to exist and
shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity
shall be subrogated to the rights of s).lch registered owners.
Section 34. HOLDERS NOT AFFECTED BY USE OF PROCEEDS. The
Holders of the Bonds shall have no responsibility for the use of
the proceeds thereof, and the use of such proceeds by the Issuer
shall in no way affect the rights of such Holders. The !ssuer
shall be irrevocably obligated to pay the principal of and interest
on the Bonds and 'to make all reserve and other payments' provided
for herein from the Excise Taxes notwithstanding any failure of the
Issuer to use and apply such proceeds in the manner provided
herein.
Section 35. CAPITAL APPRECIATION BONDS. For the purposes of
(i) receiving payment of the redemption price of a Capital
Appreciation Bond if redeemed prior to maturity, (i1) receiving
payment if the principal of all Bonds is declared immediately due
and payable, (iil) computing Bond Service. Requirement (~vJ in
computing the amount of Holders required for: any notice, consent,
request or demand hereunder. for any purpose whatsoever, the
principal amount of a Capital Appreciation Bond shall be deemed to
be its Accreted Value.
Section 36. SEVERABILITY. If anyone or mor~ of the cove-
nants, agreements or provisions of this Resolution should be held
contrary to any express provision of law or contrary to the policy
of express law, though not expressly pro~ibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
42
41
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements
or provisions of this Resolution or of the Bonds or any coupons
issued thereunder.
Section 37. INCONSISTENT RESOLUTIONS. All prior resolutions
of the Issuer inconsistent with tbe provisions of this Resolution
are hereby modified, supplemented and amended to conform with the
provisions herein contained.
Section 38. EFFECTIVE DATE. The provisions of. this reso-
lution shall take effect irmnediately upon its passage.
ADOPTED this 1st day of May, 1989.
(SEAL)
CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA
c;i0m >h. :;L'J~
Ma or
ATTEST:
1n <?A'f;: '?7 ~
City Clerk
(""fl w
43
RESOLU'l'IOH NO. ~
(1) Feder..l Securities.
A R.J!:50LUTION or THE CITY COtofISSIOH or THE CUY or HINTER SPRINGS,
P'LORIDA, AMENDING AND SUPPLEKEHTINO USOUJTION NO. 615 OF THE CITY
AS SUPPLE.KE.HTED. BY AHE.NDINO AJ.lJ) f:UPpLEJ(E)lTlNO CERTAIN SECTIONS
nEUOr TO CONFORM TO THE CBAHClES IlEQUlRED OR AGREED TO BY AHBAC
JNDDOl'ITY CORPORATION AS A CONOn'ION TO TOB ISSUANCI!: or ITS
INSU'RANCE POLICY RELATING TO THE CITY'S IHPROV'EMENT REf'l1HDING
R.Zs!RVE BONDS, SERIES 1993; AND PROVIDING AN EFYECTlVE DATI!:.
(2) Obligations of any of the following foderal agencies 'Which
obligations repreDont full faith and credit at the United St.a.tes of
America, including:
BE IT RESOLVED BY THE CITY COKNJSSJON or THE CITY OF WINTER SPRINGS,
FLORIDA I
SECTION 1. AUTHORITY FOR THIS RESOLUTION. Thio Reaolution io adopted
pursuant to Chapter 166, Part II, Floridil Statutos, Chapter 12-118, LawB of
Florida, Special Act of 1972, as amended and oupplemented and othor applicable
provisions of law, and Resolution No. 615 of the City adopted Hay 1, 1989 a9
supplemented (the "Original Resolution").
SECTIO:12. DEFINITIONS. Unleos tho contoxt otherwiso requireo or unlesD
amended by thiD Rooolution, all capitaliz.ed torms uoed herein shall have the
meanings Dpacified in the Original RODolution.
- Export - Import Bank
- Farmera Home Adminilltration
- Ceneral Sorvicolll Adminillltration
- U.S. Haritimo AdminilltrAtion
- Small Bu.inesa Administration
- Government National Hortgage A88ociatioo (GNMA)
- U.S. Department of Housing' Urban Development {PHJI's}
- Federal Houeing Adminiatration
(3) Bonds, notoll, or other evidences of indobtedness rated "AAA" by
Standard' Poor's Corporation and "Aaa" by Moody's Investors Service
iOGued by the Foderal National Mortgage Association or t.he r~deral
Homo Loan Mortgage corporation with remaining maturitieD not.
excoeding three years;
SECTION 3. FINDINGS. It io hereby iHlcertained, determined and declared
(4) U.S. dollar denominated deposit accounts, federal funds dnd
banker'a acceptances with domestic co...mercial banks which have a
rating on their IJhort term certificateu of deposit on ~hQ date of
purchase of "A-I" or ..... 1.... by Standard !ii Poor's and "P-l" by
Moody'o and maturing no-moro than 360 days after the Ll..re ot
purchase. (Ratingo on holding companieo are not conuidcrl!d 48 the
rating ot the bank);
that:
(...) The City of Winter Springu, Florida (the "Iesuer") rocoived a
commitment for a Municipal Bond Insur.)n~e Policy from AH8AC Indemnity
corporation, (the "Insurer") a copy ot which 10 attached hereto no Exhibit A (the
wBond Inllurilnco'commitmont"), which required certain amondm(!ntll to be made to tho
Original Resolution as a condition precedent to the issuance of the Municipal
Bond Insurance policy for tho Isoucr'lI Impcovement Refunding Revenue Bonds,
Sedes 1993 (tho"serieo 1993 Bonds-). 'rhoa Isauer's financial acvisor has
negotiated with the InDurer ct:rtain additional changes to tho Original Resolution
which changeo are reflected below but not. included in t.he Bond Inourance
Comrni tment.
(5) Commercial paper which is rated at the time of purcha:E'>3 in the
single highest classification, "A-I;." by Standard!ii poor's .and "P-l"
by Hoody' s Inveutora Service and which matures not more than 110
days after the date of purchaoe;
(61 Investments in a money market fund rated WAAArt\.. or KJIJt.Am_G" or
better by Standard & Poor'e Corporation;
(B) In accordancQ with the provisil)no of t.he Original Resolution, the
written consent of A.HBAC Indemnity corporation as the inaurlilr of all Bonds
outstanding under the original Resolution to the amendmonto t~ the Original
Rooolution set. forth below is' attached heret;o which written conaont includes the
acknowledgement of AH3AC Indemnity Ccrporation that itlll insurance policy will
remain in full force and effect.
(1) Pre-rofunded Municipal Obligations defined as foHows: Any
bonds or other obligations of any stato of t.he United States of
America or of any agency, instrumentality or local govecJ\rn.e.nt. unit
of any such Btate which aro not callablo at tho option ot the
obligor prior to maturity or ae to which irrevocable inu.truc.tions
havo boon given by the obligor to callan the dato apaci!ied in the
notice; and
fC) It is in. the beat interellt of th!!l IlIoIJer to 4mend .and aupplement the
Ori9inal Rusolution a~ Dot forth below.
(1) Caeh (insured at all tlm(:s by the Fedoral Oapooit Ineurance
corporation or otherwioe collateralized l.Jith obligationo described
in paragraph (2) below" or
(21 Direct obligations of (including obligAtions iosued or held in
book entry form on the books ot 1 the Department of the Treasl.:ry of
the United States of Merica.
(A) which are rated, bl.\ocd on an irrevocable e5CCOW acC'O~nt:
or fund (the "escrow"), in the highest rating category ot
Standard' Poor's corporation and Hoody's Inv8stoClI Ser<lice,
Inc. or any OUCCQsoors theroto; or
SECTION 4. Tho definition of "Fedvral Securities" in the Original
Resolution is hereby supplemented to read 1I0 t0110\.18:
SECTIO!~ S. The definition of ~P~rmit.tsd Invoetmonto" in tho Oriqinal
Reuolution io horeby amonded to read au follc,ws:
(B) (i) which are fully aecured to principal and interest and
redemption promium, if any, by an cocrow conuistinq only of
cash or obligations described in paragraph {I) above, which
escrow may be applied only to the payment of such principa2 ot
and interest and redemption premium, if any on sucn bonda or
other obligations on tho maturity data or dates thereof or t.ho
opecifiod redemption date or dateo purouant to such
irrevocablo inatructions, aD appropriato, and (ii) ..hi.ch
oocrow io sufficient, as verified by a nationaily rocogni.z;ed
independent certified public accountant, to p"'y pr1nclp-al ot
And intereot and redemption premium, it any. on
tho bonds or dates specified in tho irrevocable
inutructlona roferred to above, An appropriato;
IIIlIuor to levy and collect SOlid Franchi... Foell, or impair or adversoly affoct in
any manner the pledge of ouch FranchiBB Fees made haroin, or the riqht8 at
holders ot Banda iSBued purouant to thio Resolution.
(B) Inveutment agreement a lIpprcved in writing by AMBAC Indemnity
corporation oupported by appropriate opinions of counool with notico
to Standard' Poor's Corporation, and
(9) Other forma ot inveotmenta approved in writing by AHBACwith
notico to Standard' poor's cOl:porationl and
Tho !Gouor further exproosly represente that it has legal and valid pcn/or
to levy and continue to levy and collect said Franchise Feeo in the manner
provided, in aaid ordinance, and aaid ISBuar further represontll that the
covenants entor8d into botween tho Ieeuer and the holdoro of the Bonds p\lru'Uant
to this subsoction (0) conotitute a valid and legally binding contract bet",een
the Isouer .o.nd ouch Bondholders and are not uubject to repeal, impairm4nt. or
modification by tho Issuer,
(10) Units of Participation in the Local Covernment Surplu8 Funds
Trust Fund ootablished puruuant to Part IV, Chaptor 218, Florida
Statutes, or any oimilar cotM'.on trust fund that is established
pursuant to law as a legal depollitory of public mono yo and for which
the Stato Bcard of Administratl.on acts aD custodian.
In the event tho JSGuer Ghall acquira the olectric power .and distributlon
facilities of the Florida Power Corporation, or in the event it ohal! acquic-e.
conotruct or operate an oloctric powor and distribution pystem and the Franchise
FeeD aro not availablo to the Issuer to make tho paymente thcr~from ro-qu.ired
pursuant to the provioionlll of thie Resolution, the Iaauor will make paymont fro.':J
the net revenues first available to it trom the operation ot any ouch elect.ric
power and distribution oyotom ao owned, acquired, constructod or operated by it
of tho amounts required to be paid from the Franchioa FeeD pursuant to the
provlaiono of this Reoolution. The 100uor further covenant a that as 10n9 all any
Bondo remain outstanding it will levy an amount ot Franchiso Feell when adde.d to
the amount of all taxee, liconooo and'other impositions leviod by IOlluor at .at:
least oix percene (6\) on any provider of elect.rioity within the juriudictit;.n Df
the City.
"Value", which ahall be determined as of the end of each month, moans that
tho value of any inveotmonts ohall be calc~lated aa tollowo:
(a) As to investments the bid and asked pricso of which ace
published on a regular basie in The Wall Stroet Journal (or, if not
thore, then in Tho New York T.imee): the averago of tho bid and
aoked priceo for ouch investments po published on or most recently
prior to such timo of detet'min.ation;
(b) As to invostments the bid and aoked prices of which are not
published On a regular baeie in The Wall Street Journal or The lieI..'
York Times: the avorago bid price at such time of determination for
ouch investments by any t....o nationally recogni~ed government
securities dealers (selected by the Paying "'gent in it absolute
discretion) at the timo making a market in ouch investments or the
bid price published by a nationally recognized pricing !lervico;
SECTION a. Section 17(H) of the Original Reoolution i9 hereby amended t.o
read ao follows:
H. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional i'arit.y
Obl1gatione, payable on a parity from tho Excioe Taxea with all Outs::il.ndlng
Bonda, shall be issued except upon tho conditiona and in the manner horein.a.ftec
provided:
(c) AD to certificates of deposit and bankare accoptAnces: the
faco amount theroof, plus accrued interost; and
(l) There shall have been obtained and filed l.Jith the Issuer a
certificate of an independent certifiod public accountant of suitable exparLence
and rCllIponoibility otatinQ: (a) that tt:: books and records of the City relating
to the collection and receipt of the Excise Taxao havo boen audited by hllt" {bl
the amount at t.ho Excise Taxes received tor any t....elve (l2) months out of t:t!e
il:'Jllediately preceding eighteen (18) monthe preceding the date of ispuance of, t.he
proposed ...dditional Parity Obligations with respect to which such certificate i.s
made; (c) that the aggregate mount of ouch Exciso Taxeo for such period ia equal
to not leos than ono hundred twenty-five percent (125\) of the Maximcm Bond
Servica Requirement on all obligationa iooued under this Resolution, if any, then
Outstanding and on the "'dditional Parity Obligations with respect to which ~ucf\
certificate i8 mada,
(d) al!l to any invoBtrnont not up<illcitiud above: tho value therco(
eotabliahed by prior agrecmcr.t botwoon the Iosuer, and AJo\3AC
Indemnity Corporation.
SECTION 6. The definiti.on of "ROllone Requirement" in the Original
Resolution is hereby amended to read as follows:
"Reuerve Requirl!mont~ shall mean in any Bond Year the lessor ot (i)
Maximum Sand SQrviclll Ruquiroment (iil 125\ of the Average Annual
Bond Service Requirement or (iii) 10\ of tho procoode ot any aerieo
of Bondo.
(2) The Excise Taxeo for tho preceding Fiscal Year may also be
adjuDted to include the ootimated Excise Taxeo as certified by an inderendent
cartified I'ublic accountant, that the {osuer \.Iould have received from areas that
the Iosuer has annexed prior to the isouanco of the Additional parity Obligations
and not tully reflected in euch F19cal Year.
The above amendment shall apply to the Sod or. 1993 80nds and any subsequent issue
of Additional Parity Obligations.
SECTION 7. Section 17(0) of tho original Resolution is hereby &.mended t.o
read alll (ollowo;
. {JI The Excisil Taxes for the preceding Fiscal Year may aha be
adJusted to include the estimated Excioo Taxes, ae certified by an independent
certified public accountant, that the Issuer would have received during lI'uch
Fiacal Year due to increaoo in the rate or rateo of uuch Excise Taxes durin9 such
F1scal Year and not fully reflected in such F'iscal Year.
D. FRANCHISE: FEES. So long as <lny of the Bonds are Outstanding and
unpaid, or payment theroof hall not been duly provided for, it will not repeal the
ordinance qrantinq the franchiee to Florida Power corporation and levying lI'aid
Franchise reeG, and will not amend or modify uaid ordinance or any mannor so as
to reduca the rato or amount of FrAnchioo FoIlep levied thereunder, or impair oc
adversoly aftect tho obligation ot Florida Powor Corporation, or at ite logal
repreaentativos, BUCCeSfJore or assigno, to payor the power or obligation ot the
. (4) Each reoolution authorizing the iS9uanco of Additional paclty
Bonds wlll recito that all of the COvenants herein contained will be applicable
to such Additional Parity Bonds.
(5) The City ehall not be in defauLt in pertormino any of the
covenantD and obLigations aeaumed hereunder, and all payments heroin roquired not
have been made into the funds and accounts, all provided hereunder, 8hall have
been made to the full extont required.
the purpose ~6i r~~u:;~n;v:~; ~~~d~ddt~t;:n~t:::~~rn~~l~~~t~~~~i~ri~nieSG~;d t~~~
section applicable to tho iUuance of Additional Parity Obligations shall not
.pply, provided that the hsuance of euch Additional Parity Obligations ehall not
reault in an increaa. in the a99rogate amount of principal of and interost on the
outstanding Bonde becoming dUD in tho current Fiacal Year and all Dubsequent
Fiecal Years. The conditiona ot this Section shall apply to Additional padty
ObUgations i_llued tor refunding purposBa which cannot meet the conditiona of
thi_ parAgrllph.
SECTION 9. Section IS S(S) ot the original Resolution 19 hereby am.nded
to read All follows which amendment ohall only be applicable to the Series 1993
Bondo. Tho Debt Service Fund (includinll tho accounts theroin), tho RlIvenue Fund
=:~_~..~~ ~:~=: :~~:~~ ;~~~~~Z:~~;~,_,~~;~b~;~~~; ~~~ ~~~~t;~!!~:~llT~: ;~~~;di~Oai~
::-u_" funds shall be continuously secured in tho same manner as state and
- -'-':-" ~~i"~~!.';;~ ~=~ ~~~~c=i~c~ ~~ b.. ....c...zo..d by ::h~ 111.101:1 ot the State of
8.
which aftect. the r1lj1hts of MBAC Indemnity hero under without the
prior writton consent of .\HBAC Indemnity.
ConDent ot AJiIiAC Indemnity. in Addition to Bondholder Con.ent.
Unle.D othorwho provided in thillll Article, AHBAC Indemnity'. conaent
ahall be roqulred in addition to Bondholder conDent, when required,
for the fOllowing purposee: (1) eJeecutJ.on and dDlLvDry of any
supplemental RooolutJ.on, (11) removal ot tho Payin9 Agent and
selection and appointlllont of any auccouor or Payinll Allent, and
(lli) initiation or approval of any action not d08Cdbod in (i) or
(11) above which requires Bondholder conDont.
Consent ot 1UiBAC Indomnity in tho Event of Inaolvoncy.
c.
Any reorganization or liquidation plan with respect to the Iuuor
muot be acceptable to AKBAC Indemnity. In the event of Any
reorllanhation or liquidation, AHBAC Indemnity ohall have the dllht
to voto on behalf ot all bondholdero who hold AMBAC Indemnity-
inaured banda abll8nt. a default by AMBAC Indemnity under the
applicable Hunicip<ll Bond Inourance Policy inBurinll Buch Bonds,
E.xcept aD otherwi8e provided in Section 16(A) of this Resolution, moneys
---,- In ~lH' ;;'nHm".. ~~~...~ ~...-:! ':~~ ~~~': $~!"'!!.~~ !t!!'H:t_,e.:><:,clt!d~~~Lth~ Re!!erve
D.
Consont of AHBAC .Indemnity Upon Default
Anything in this Reaolution or the Original ROBolution to the
contrary notwith.tanding, upon the occurrence and continuance ot an
event of default as definod heroin, PJiBAC Indemnity shall be
entitled to control and diroct the enforcoment of all rights and
remedies granted to tho Bondholdoro or any truetee for tho benetit
of the Bondholders under this Reaolution or the ori9ioal Resolution,
including, without. limitation: (1) the r.l.llht to accelerato tho
principal. of the Bonds as described in thie Resolution or the
original Reuolution, and (11) tho right to annul any declaration of
accolerat.ion, and A.HB,\C Indemnit.y shall alllo be ent1.tlcd t.o approve
allwaiverll of Eventa ot Default,
. . .,. ". , , ,. , . . ~
MO~~;s ~i~~~~e~~e~:~~~~~c~:~~n~~!~~~;L~e !Jin~::~:~ ~~~
-- ~",,--,-,~E.~~~~ :::~~'.::-!.:':.i :-:~:.::. lator than the dAtelli on which
therein w111 be needed tor the purpose of ouch fund.
in the R~~~;;; Account may be invested and reinvested in Investment
l""r...:o:- t~~!"! t~!"! P.O} y~;!.r!! !r~~ e~e !!~te ~! the!.:, dep~=i:
All incomo on such inveatmento, except as otherwise
. .....1 1 h... A:::~,:,~:~~ ~~ ':~~~=:::r~:~!.~': ~:.::-::!=. ::-::! _:.._=;::".:..~:':_::_ ~:':::::,:;~~~~. =~~::
- -- -- ---- ___ ,".."" F'"'~F~='"'= '-"'"''-='-''- '"',,'-""== =..- _n___ _.._
_~ _____n_ i.. vn ci!;lp....=it. t;herein, :.nd theree.!te::, ~he.ll be depo:=l.tad
:'.-.::-.~. It the Reaorvo Roquircmont shall be on deposit in the
:... i.!~~~::;~~t. income ~e.rned en the R~=er...e ....ccount shall be deposited
- ~'-'<;;'''''.!!!!'' _ To the extent that the RosorVB Requirement ohall not
in the R!!~!!rv!! Account, invcatmant income earned cn the Reaerva
"',,"''-'- ,-",,,,,,,,;.!,_ '..'~ -3~~....~i1: t:herein.
E.
Acceleration Righta
Upon tho occurrence of an Evont of Dsfault, tho Trusteo may, with
the: consent ot 1\MBAC Indemnity, and ahail, at the direction of A.HBAC
rndamnity or 25\. ot tho Bondholders with the conaont of AMSAC
Indemnity, by written notice to the Iotluor and AMBAc Indemnity,
declare the principal of the Bondo to bo ilMledi4tely due and
payable, whereupon that portion of the principal of the Bonds
thoraby coming due and tho intereot thereon accrued to the date .of
paymont ahall, without further action, becomo and be immediately due
and payable, anything in thh Ruolution or the orillinal RODolution
or in the Sonde to the contrary notwithstanding. '
The ruauer shall furnish to AHBAC Indemnity~
SECTION 10. A new Section 36' ill hereby added to the original Resolution
MUNICIPAL AND IN'SURANCE PROVISIONS
Section 36. N'otwithstanding ':"Iy other provioiona of thio Resolution to
:~~,-4. ~1I l~.ng all th~ B.ond .Inou~anc~ P~U~y O,f. ~SAC .rnde~~it~ (;ho
- - -- ~ ~~;:~~\~ ::;.~j~~r.~=~~~:':~~~ ~~'~:i'~: ~7~ ::iL~U~;~~:Y~~: =::i'}h::~.~!~ i~~r:ii-~r.~ ~~~~ ~~~
F.
A.
Consent of AMSAC Indemnity.
(4) 0118 lIoon aD practicablo after the filing thereot, a copy of any
flnancial statement of the Iosuor and a copy of <lny audit and annual
report of the Iesue.r;
(bl a copy of any notice to ba given to tho ragiDtered ownors of the
SeriOD 1993 Bonds, including, without limitation, notice of any
redemption ot or doteaoanco of the series 1993 Bonds, and any
certificate ronde red pursuant to the Resolution relating to the
socurity for the Series 1993 Bonds, and
Any provision ot this Resolution expreuly recognhinQ or granting
right8 in or to AHBAC Indemnity may not be amendsd in any manner
(C) such additional information it may reaaonably requost.
G. The IUuer shall notify AHBAC Indemnity of any failure of the IUuer
to provide relevant notices, certificates, etc.
H. Tho IuuDr 101'111 permit AXBAC Indemnity to diBcuu the affairs,
financeD and accounte ot tho Iesuer or any information AHBAC
Indetll.llity may rDaBonably requoot regarding the eacurity for the
SarioD 1993 Banda with appropriate oftlcsr. of tha Ieauer. Tho.
Issuer will permit AHBAC Indemnity to hava acceas to the Project and
have accees to and to lllake copieD of all books and recordo relating
to the SerieD 1993 Bondll at any reasonable tima.
(al At loast one (1) day prior to all intereat payment dateD the
Payinll Allent will detormino whether there will be oufficient funds
in the funda and accounta created to pay the principal ot or
intorest on the Series 199) Bond" on auch intat"est paymont date. If
the Payinll Agent determines that there will be insufficient funds in
such funds or account, the Paying Agent shall 80 notify }../iBAC
Indemnity. Such notice shall specify the a:nount of the anticipated
deficiency, the Serie. 1993 Bonda to which ouch deficiency is
applicablo And whether such Serios 1993 Bonda will be deficient as
to principal or interest, or both. It tho Paying Agent haD not 00
notUied l\MBAC Indemn!..ty at least one (11 day prior to an inter,:>,st
payment date, AHBAC Indemnity witl ,uke payments of principal or
intorest due on the Series: 1993 Bonds on or before the Hrst (1st)
day next following tho date on which AHBAC Indemnity shall have
recoived notice ot nonpa\"'ment from the Paying Agent.
(bl The Payinq Agent shall, atter 9i'lin9 notico to AHBAC Indemnity
a8 provided in (41 above, make aVllih.ble to AHBAC Indemnity and, at
AMBAC IndemnIty's direction, to the United Stateo Trust Company of
N'ew York, as insurance truDtee for 'A.HBAC Indemnity or any SUCC0811l10r
insurance trustee (t.he .Insurance Trustee" J, the rellistration book!l
of the Issuer maintained by the Reqist.rar, it any, and all recordo
relating to the fund. and 4ccounts maintained under the Ori9in41
Resolution.
interost payment a next comin9 due upon proof at BondhOld~~
ontitloment to intoreot paymonto and delivery to the In.ura"!\c~
Truateo, in form a.tiefactory to the InauranCD Tru.etee, of an
appropriato .aoigrunont of the rellisterod owner'e rililht to payment,
(11i) that shOuld they bo entitlod to receive full payment of
principal from AHBAC Indemnity, they must surrender their Series
1993 Bonds lalon9 with an appropriato inatrur.lent of a8sililnment In
form satidfactory to the Inauranco TruDteo to permit owner.hip ot
lIuch Sorho 1993 Banda to be rooiatered in tho name of AHBAC
Indemnity) for payment to tho Inourance Trust.ee, and not the Paying
Agont, and (ivI that should they be entitled to recoive partial
paymant of principal from AHBII.C Indomnity, thoy must surrondnr thoir
sorioo 1993 Bonds for pllyment theroon firat to tho Paying II.gent I.Iho
oha11 no to on such Series 1993 Bonds the portion at tho principal
paid by tho paying Agent and then, alonll with an approprillto instru-
ment at aOllignment in (orm sAtioh.ctory to the Insurance Trustoo, to
the Insurance Trustee, which will then pay tho unpaid portion of
principal.
I. N'otwithotandinQ any other provision of thh Reaolution or the
Oeillinal Roo01ution, the Iuuor shall immodiately notity ANSAC
[nde.mnity it IIot any time there .ro in8ufficiont flIOney. to make any
payments of principal and/or intoroDt a. required and immediately
upon the occurrence of any Event of Default horeundcr or any payment
default under any related security agreement.
J. Payment Pcoceduro Pursuant to the Municipal Bond Inourance Policy
(0) In the event that tho Payinq A90nt haa notico that. any payment
ot principal of or interest on a SoriOD 1993 Bond whlch han become
Due fat" Payment and which is made to 4 Bondholder by or on behalf of
the Issuer hall been deemed a preferential tranofer and therotofore
recovered from its registered owner pursuant to tho. United StatolJ
Bankruptcy Code by a trustell in bankruptcy in accordance with the
final, nonappeAlable ordor of A court having competent jut"iadiction,
tho Paying Agont oha11 at the time 1\MBAC Indemnity is not.ified
purouant to (al above, notity all registorod ownera that in the
event that any registered owner's payment is 90 recovered, such
registored ownor will be entitled to payment from PJiBAC Indemnity to
t!';e extent of such recovery if sufficient funds are not otherwise
availablo, and the Paying Agent shall furnish to AHBAC Indemnity its
reeordo evidencinll the paymonto of principal of and intcr~Bt on tho
Serioll 1993 Bonds which havo been mado by the Payinq Allent, and
oubooquont:ly rocovored from rellistorad ownot"o and the dates on which
such payments wero made.
(C) The Paying Allent shall provide AMBAC Indemnity and tho Insurance
Trusteo with a liat at regiotered ownoro of Series 1993 Bonds
entitled to receive pcincipal or interest payments tram AABAC
Indemnity under the terme at the Bond Ineurance pOlicy, and shall
make arrangementa with the Insurance Trustee (i) to mail checks or
drafts to the rogioterBd owners of Series 1993 Bonds entitled to
receive full or partial interest payments from AHBAC Indemnity and
(U) to pay principal upon Series 1993 Bond9 surrondorod to the
Insurance Truoteo by the registerod o""ners ot Series 1993 bends
entitled to receive full or partial principal payments from AH8AC
Indemnity.
(d) The paying Agent shall at tho tims it provides notice to AHBAC
Indemnity pursuant to (a) above, notify regiatered ownere of Serios
1993 Bonds entitled t.o receive the payment ot prlncipal or intereat
thereon trom AHBAC Indemnity (i) as to the fact of such entitlement,
Ill) that AHBAC Indemnity will remit to them all or a part at the
(f) In addition to thOBO righte granted ,lJiBAC Indemnity under this
Resolution, AHBAC Indemnit.y shall, to the extant it makos payment of
principal of or interost on Series 1993 Bonds, become oubroqated to
the righto of the recipients ot such p4yments in accordance with tho
terlno of the Bond Inauranco Polley, and to ovidence ouch au.brogation
(i) in tho caso of subrogation ao to claimo for paat due interost,
the Paying Agont shall note AHBAC Indsmnity'o rillhtB aD subroge.o on
tho registration booke ot tho Issuer maintained by the Registrat"
upon roceipt from AHBAC Indemnity of proof of the. payment of
intereot thereon to the r09istored owners of the Sorieo 19;3 Bondo,
and (iil in tho caao of subrogation aa to claims for past due
principal, the Payinll Agent shall note AHBAC Indemnity'S rights as
aubrogeo on the r8giatration bookD of the Iosuer maintained by tho
ROlliotrar upon ourrender of the Serie. 1993 Banda by the reqiotered
owners thoreot together with proot of tho payment of principal
thereof. .
(KI Paying Agent Related Provloiona
1.
Tho Paying Agont may be iemoved at any time, at the requeot"of
AHBAC Indemnity, for any brOdch of the trust sot forth herein.
AHBAC Indemnity ahall receive prior written notico of any
Payinll Allent resignation.
2.
3.
Any aucce..or paying Aqant, if applicable, shall not be
appointed unlellll AMBAC llpprov.. such succee.or 1n writing.
Notwith.tanding Any other provision of the Original Resolution
or this Reaolution, in determLning whether the rightD 'of t1';D
SerioD 1993 Bondholdaru will be advoruely affected 'by any
action. taken pucauant to tho torm. and provisions of thiD
Roaclution, tho Paying Agent ah.ll con.idee the effect on the
Bondholders 40 it there.wora no Bond InDuranco policy.
SECTION 14. Effect.ive Date. Thh Resolution shall become ott.ct::lve
itllfl\4dilltDly upon itD adoption.
4.
Duly adopted this 24th day of Hay, 1993.
5. Notwithstanding any othor pcclvlaion of thia Resolution, no
removal, resignation or termir.ation of the Paying Agent shall
taxe etfect until a 8uccessor, acceptable to AMBAC Indemnity,
shall be appointod.
ILl
AMBAC Indemnity ao Third Party BenoticLary.
To tho extent that thia~ Rooolution contors upon or gLvoll or grants
to AMBIIC Indemnity any right, remedy or claim under or by reAson of
thill Resolution, AMBAC Indemnity is hereby explicitly recognized all
being a third-party beneficiary hereunder and may enforce any ouch
right, remedy or claim conforred, given or grantod hereunder.
?vA.-' / 71.u.L.J
d;;cr,:
(SEAL)
P"TTEST:
Parties Interested Heroin. Nothing in this Resolution express or
implied is intended or shall be conatrued to confer upon,,,,or to give
or grant to, any "pereon or entity, other than the !Bauer, AMBAC
Indemnity, tho Paying Aqant and the registered owner a of the Bonda,
any riqht, remedy or clllim under or by reason of thio -Resolution or
any covenant, condition or stipulation hereof, and all covenants,
otLpulatione, promisee and Agreements in thio Resolution contained
by and on behalf of the Ieeuer shall be for the sole and exclusivQ
benefit of the ISBuer, AMBAC Indemnity, the Paying Agent. and the
regh-::.ered owners of the Banda.
SECTION 11. Sections 36, 37, and 3B of t.he ori9inal Resolution /'Iro hereby
ronumbered as Soctiono 37, 38 and 39.
RES.615
SECTION 12. The dofinit1.on at Project sat forth in Soction l{E) of
Resolution No. 70S of the Issuer, adopted April 27, 1993 io hereby supplemontod
to read ae: followa:
To acquiro land, to demolish an existin9 fLre stat:ion and build a
new firG statlon, to expand the public woz:"ko complex, to construct
a new polIce statIon comple.x and purchaso rEl:lated equipment and to
conetruct related infraatructure. The Cit.y may amend the Projoct
and substitute for the above othor city owned and operated
improvemonts a!l approved by tho City Com:nisl!lion in accordance wi::h
the Act.
SECTION 13. Excapt .11.0 amended by this resolution the proviaiotlo of the
Original Rellolution shall remain in full forca llnd effect. To the extent ot a
conflict between any of tho proviaiono of Resolution No. 70S adopted by the
Issuer on April 2', 1993 and the provisions hereof, the provlsions ot this
Resolution shall control.
AMBAC.
AMMC Indcmni[y cUlpontion
On: SUlU: 5crtet pbu
NfW'lIJrk, New \hrk 10004
1~ltl'h"n.: (212) 6<\ll-034o
M.y 20. '1993
The aly Cnmml5lion
City of Winter Springs
j 126 Easa Slale Rtl4d 4:\4
WIn'., Springs, FL 32708
HKa City ot Wlntel'll Spr~DgJ, Florida
ImpravcmCDl RttundJn~ Rrnnllc Honda, Strfu 199.1
Clly Commwioncu:
This leUer II beioS provided 10 you punuunl 10 Scc:Uon 28 of Resolution No. 61S of the City of
WintCf Springs adapted ,em May I, 1989 (tho 'SedCl J989 Hoods.) and in conn.ccUOQ ...1rilh Iho
iuuaoee by the ulyoCWlnlcr Sprlnl}', FJnrida of its Improvemenl RefundinJ; Revenue BondJ, Series
J99.1. AMBAC Indemnity Corporallon l.J Ihe insurer lit all oC Ihe Series 1%'9 and SerleJ 1993 Bonds.
AMDAC Indemnity C.orporl'llion COMcntl to lhc' amcodmenu ,ct roub In lhe attached Re.rolutioo.
amending R~olulion No. 615 llnd acknowlcdiC lbal its insurance polley insuring the Series 1%'9
Bnndl will remain in full (moo and C.rrceL
VCry,'~jJiY
~~~
Vice Presidcnt
Underwriting
Citt1 Wint~r s.pt;ings, Florida
By' \., I. .,~.,
H4'y'r
I
10
RESOLUTION NO.
"Acl" shall mean Chapter 166. Part II, Florida Statutes, as amended and supplemented,
Chapter 72.718. Lnws of Florida, Special Act of 1972 as amended and supplemented, and other
applicable provisions of law.
"Agreement" or "Escrow Deposit Agreement" shall mean that certain agreement by and
between the Issuer and a bank or tnlst company to be selected and named by the Issuer prior to
the sale of the Series 1999 Bonds (as hereinafter defined) for lhe purpose of providing for the
payment orthe Prior Bonds (as hereinafter defined).
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA SUPPLEMENTING RESOLUTION NO. 615 AS
HERETOFORE AMENDED AND SUPPLEMENTED; FOR THE
PURPOSE OF PROVIDING FOR THE ACQUISITION.
CONSTRUCTION M.'O ERECTION OF CERTAIN CITY
OWNED CAPITAL IMPROVEMENTS AND THE REFUNDING
OF THE CITY'S OUTSTN'IDING IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 1989;
AUTHORIZING THE ISSUANCE BY TIlE CITY OF NOT
EXCEEDING 58,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF IMPROVEMENT REFUNDING REVENUE
BONDS, SERIES 1999, TO FINANCE A PART OF THE COST
THEREOF, TO PURCHASE A SURETY BOI'.'O FOR DEPOSIT
TO THE SUBACCOUNT IN THE RESERVE ACCOUNT AND
PAY THE COSTS OF ISSUANCE OF THE SERIES 1999
BONDS; ACCEPTING THE INSURER'S COMMITMENT
RELATING TO A MUNICIPAL 1301\'0 INSURANCE POLICY
AND SURETY BOND WITH RESPECT TO THE SERIES 1999
BONDS; PLEDGING TO SECURE PAYMENT OF TIlE
PRINCIPAL OF AND II\'TEREST ON THE SERIES 1999
BONDS, ON A PARITY WITH THE CITY'S OUTSTANDING
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1993. THE FRANCHISE FEES RECEIVED BY THE CITY
FROM FLORIDA POWER CORPORATION AND THE PUBLIC
SERVICE TAXES LEVIED AND COLLECTED BY THE CITY
PURSUAI\'T TO SEenON 166.231. FLORIDA STATUTES;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
1'1.11' BENEFIT OF THE HOLDERS OF THE SERIES 1999
BONDS; AND PROVIDING AN EFFECTIVE DATE.
"Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurancc company.
"Construction Fund" shall mean the Construction Fund created and established pursualll
to Section 17(0) of this Resolution,
"Continuing Disclosure Certiricatc" shall mean that certain certificate related to the
Serics 1999 Ronds to be executed by the Issllcr prior to the time the Issuer delivers the Series
1999 Bonds to the participating underv.'riter or underwriters, as it may be amended from time to
time in accordance with the tenns thereof, whereby the Issuer undertakes to comply with the
secondary disclosure requirements orthe Rule.
"Cost" when used in connection with the 1999 Project, shall mean all expenses necessary,
appurtenant or incidental to the acquisition and construction of the 1999 Project, induding
without limitation the cost of any land or interest therein or of any fixtures, equipment or
personal property necessary or convenient therefor, the cost of labor and matcrials to complete
such construction, engineering and legal expensc..", fiscal expenscs, expenses for estimates. of
costs and ofrcvenues, expenses for plans, specifications and surveys, interest during construction
and administrative expenscs related solely 10 the acquisition, construction and erection of the
1999 Project and all expenses incidcntto the financing of the 1999 Project and the issuance of
the Series 1999 BOll,ds.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
"investment Securitic..c;" shall mean in regard to investments pursuant to this Resolution,
any investment pennitted under applicable State and federal law including units of participation
in the Local Govcmment Slll1l1us Funds TlllSt Fund establish.ed pursuant to Part IV, Chapler 218,
Florida Statutes and .
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to Chapter 166, Part II, Florida Statutes Chapter 72-718, Laws of Florida, Special Acts
of 1972 as amended and supplemented, being the Charter of the City of Winter Springs, Florida,
the Original Instrument (as hereinafter defined) and olher applicable provisions of law.
(I) Cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collatenllized with obligations described in paragraph (2) bel?w), o.r
(2) Direct obligations of (including obligations issued or held in book entry fOlro on
the books of) the Department of the Treasury of the United States of America, or
(3) Obligations of any of the rollowing federal a~cnci,es \\'hich obligations represent
the. full faith and credit orthe United States of America, including: .
SECTION 2. DEFINITIONS. When used in this Resolution, the tcmlS defined in the
Original Instrument shall have the respective meanings assigned thereto by the Original
Instrument and the following temlS shall have the following meanings, unless the context clearly
otheT\....ise requires:
Export-Import Bank
. Fann Credit System Financial Assistance Corporation
ORU~7J..1_03
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. Rural Economic Community Development Administration (fonnedy the
Farmers Home Administration)
. General Services Administration
. U.S. Maritime Administration
Small Business Administration
. Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development (PHA's)
. Federal Housing Administration
. Federal Financing Bank;
abovc, which cscrow may be applied only to the paymcnt of such principal of and interest and
redemption premium, if any, 011 stich bonds or other obligations on the maturity date or dates
thereof or the specified redemption date or dates pursuant 10 such irrevocable instructions. as
appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized
independent certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph on' the maturity
date or d.ltcs specified in the irrevocable instructions referred to above, as appropriate,
(9) General obligations of States with a rating of at least "A2/A" or higher by both
Moody's and S&P.
(4) Direct obligations of any of the following federal agencies which obligations are
not fully guaranteed by the full faith and credit of the United States of America:
(10) Investment agreement approved in writing by Ambac Assurance supported by
appropriate opinions of counsel with notice to S&P: and
. Senior debt obligations rated "Aaa" by Moody's Investors Service
("Moody's") and "AAA" by Standard & Poor's Ratings Group ("S&P")
issued by the Federal National Mortgage Association (FNMA) or Federal
Home Loan Mortgage Corponllion (FHLMC)
. Obligations of the Resolution Funding Corporation (REFCORP)
. Senior debt obligations of the Federal Home Loan Bank System
Senior debt obligations of other Government sponsored agencies approved by
Ambac Assurance.
(11) Other fonns of investments (includinv renurchn~e 3I!reemenl") approved in
writing by Ambac Assurance with notice to S&P.
The value of the above investments shall be detemlined as follows:
(5) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances
with domestic commercial banks which have a rating on their short tenn certificates of deposit
on the date of purchase of "A-l" or "A~l+",by S&P and "P-1" by Moody's and maturing no
more lhan 360 days after the date of purchase. (Ratings on holding companies ure not
considered as the rating of the bank.);
"Value," which shall be detennincd as of the end of each month, means that the value of
any invcsunents shall be calculated as follows:
(I) As to investments the bid and asked prices of which are published on a regular
basis in The Wall Street Journal (or. irnot there, then in The New York Times): the average of
the bid and asked prices for such investments so published on or mosl recently prior to such time
of detennination;
(6) Commercial paper which is rated at the time of purchase in Ihe single highest
classification, "A":!+" by S&P and "P.l ,. by Moody's and which matures not more than 270 days
after the date of purchase:
(2) As 10 invesunenlS the bid and asked prices of which are not publis~cd on a regular
basis in The Wall Street Journal or The New York Times: the average bid price at such time of
detemination for such investments by any two nationally recognized government securities
dealers (selected by the Paying Agent in its absolute discretion) at the time making a market in
such invcsunents or the bid price publishcd by a nationally recognized pricing service; .
(7) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by
(3) As to certiricates of deposit and hankers acct..'Ptances: the face amount thereof,
plus accrued interest; and
S&P;
(B) (i) which arc fully secured as to principal and interest and redcmption
premium, if any, by and escrow consisting only of cash or obligations described in paragraph (2)
(4) As to any investment not specified above: the value thereof established by prior
agreement between the Issuer, the Paying Agent and Ambac Assurance.
"Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy
issued by Ambac Assurance insuring the payment when due of the principal of and interest on
the Series 1999 Bonds as provided therein.
"1999 Project" shall mean the City owned capital improvements authorized to bc
financed with the proceeds of the Series 1999 Bonds, in accordance with plans and specifications
on file or to be on file with the Clerk.
(8) Pre-refunded Municipal Obligations defined as follows: Any bonds or other
obligations of any slate of the United States of America or of any agency, instmmentality or
local governmental unit of any such stale which are not callable at the option of the obligor prior
to maturity or as to which irrevocable instructions have beell given by the obligor to caU on the
date specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category ofS&P and Moody's or any successors thereto; or
ORUso.l734.0J
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"Original Instrument" shall mean Resolution No. 615 a.dopted by the City Commission of
the Cil)' on May I, 1989, as heretofore amended and supplemented.
"Parity Obligations" shall mean the Issuer's outstanding Improvement Refunding
Revenue Bonds. Series 1993.
B. The Issuer has previously issued the Refunded Bonds ofwhicn the sum of
$2.875,000 principal amount is currently outstanding and unpaid.
C. The Issuer has heretofore issued and has presently outstanding and unpaid
the Prior Bonds. The Issuer deems it necessary, desirable and in the besl financial interest of the
Issuer that the Prior Bonds be refunded in order to effectuate interest cost savings and a reduction
in the debt service secured by the Excise Taxes. Simultaneously with the issuance of the Series.
1999 Bonds, a sufficient portion of the proceeds of the Series 1999 Bonds and other available
funds will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder (as
defined in the Agreement) into the Escrow Account established pursuant to the Escrow Deposit
Agreement, to effcetuate the refunding' and defeasance of the Prior Bonds by pro\'iding for the
payment of the principal of. premium, if any, and interest on the Prior Bonds as provided ~n the
Escrow Deposit Agreement.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a lrust, any unincorporated organil.ation or goverruncntal entity.
"Prior Bonds" shall mean the Outstanding bonds of the City of Winter Springs, Florida,
Improvement Refunding Revenue Bonds, Series 1989.
"Resolution" shall mean thc Original Instrument as amended and supplemented including
thl: amendments and supplements made by this RI:Solution and any resolution supplementing or
amending this Resolution.
"State" shall mean the State of Florida.
D. The Issuer deems it necessary, desirable and in the best in!crcs.t of the
Issuer that the Excise Taxes bc pledged to the payment of the principal of and inte.rest on the
Series 1999 Bonds. Following the issuance of the Series 1999 Rands, no part of lhc Excise
Taxes are pledged or encumbered in any manner except as security for the Series 1999 Bonds
and the Parity Obligations and except on a subordinate lien basis to the Issuer's Subordinate
Improvcment Revenue Bonds, Series 1997; and the Original Instrument. in Section t S{H} ~herrof
as amended, provides for the issuance of Additional Parity Obligations payable from the Excis:-.
Taxes on a parity with the Parity Obligations under the terms, limitations and conditions
provided therein. The Issuer will issue the Series 1999 Bonds as Additional Parit)' Obligations
within the authorization contained in Section 18(H) of the Original Inslrumcnt as amended. The
Series 1999 Bonds shall be payable on a parity and rank equally as to lien on and source and
security for payment from the Excise Taxes, and in all other respects, with {h.e Pari{y
Obligations.
"This Resolution" shall mean this instmmellt, as the same may from time to time be
amended. modified or supplemented.
"Rule" shall mean Rule 15c2-12 of the United States' Securities and Exchange
Commission, as amended.
"Series 1999 Bonds" shall mean the City of Winter Springs, Florida Improvement
Refunding Revenue Bonds, Series 1999 authorizt:d to he issued pursuant to Section 7 of this
Resolution. .
"Surcly Bond" shall mean the surety bond issued by Ambac Assurance guaranteeing
certain payments into the subaccount within the Reserve Account with respect to the Series 1999
Bonds as provided lh~rein and subject to the limitations set forth therein.
E. The principal of and intcrest and redemption premium on the Series }999
Bonds and all reservc and othcr payments shall be payable solely from the Excise Taxes, The
Issuer shall never be required to levy ad valorem taxes on any real or personal property cherein (0
pay the principal of and interest on the Series 1999 Bonds herein authorized or to mak:,.: any othe-r
payments provided for herein. The Series 1999 Bonds shall not constitute a lit'n upon any
properties owned by or located within the boundaries of the Issuer or upon any property other
than the Excise Ta.xes.
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar, terms
shat! refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean aft-er the date of adoption of this Resolution.
Words importing the maSculine gender include every other gender. Words importing the
singular number include the plural nUrllbcr. and vice versa.
SECTION 3. FINDINGS: It is hereby ascertained, determined and declared that:
F. The Issuer has received from Ambac Assurance commilmenls to provide a
policy of municipal bond insurance and a surety bond with respect to the Series j ~~J9 Bon-ds,
copies of which are attached hereto as Exhibit A; and it is in the best financial interest of the
Issuer that the Issuer accept said commitments.
A. It is necessary and desirable and in the interests of the health, welfare and
safety of the citizens 'and inhabitants of the Issue-r that the 1999 Project be acquired and
conslructed. The acquisition and construction of the 1999 Project serves a pammount public
purpose.
SECTION 4. AUTHORIZATION OF REFUNDING OF PRIOR BONUS AND
DESIGN, PER,\1ITTING, ACOUISITION AND CONSTRUCTION OF THE 1999 PROJECT.
There is hereby authorized the refunding of the Prior Bonds as provided in the Rcso~ution ;md
the design, pennitting, acquisition and construction of the 1999 Project.
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SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In con!'ideration
of the purchase and acceptance of any or all of the Series 1999 Bonds by those who shall hold
the same from time to time, the provisions of this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and the O.....ners from time to time of the Series 1999
Bonds and shall be a part of any contract of bond insurance that pertains to the Scries 1999
Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein
set forth to be perfomled by or on behalf of the Is~uer shall be for the equal benefit, protection
and security of the Owncrs of any and all of the Serles 1999 Bonds and for the benefit. protection
and security of any insurer insuring the Series 1999 Bonds. All of the Series 1999 Bonds,
regardless of the time or times of their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Series 1999 Bonds over any other thereof except
as expressly provided in or pursuant to this Resolution.
made, such Current Interesl Bond shall hear interest from the date to which inll.:n:st shaH rnn;e
bcen paid.
The Capital Appreciation Bonds shall bear intcrest only at maturity or upon redemplJOn
prior to maturity in thc amount detemlincd by reference to the Accreted Value
SECTION 6. ACCEPTANCE OF INSURANCE COMMITMENTS. The Issuer hereby
accepts the Insurer's commitments to provide the Municipal Bond Insurance Policy and Surety
Bond with respect to the Series 1999 Bonds; and the Mayor, the Clerk and/or the City Manager
of the Issuer are hereby authorized to execute and delivcr on bchalf of the Issuer appropriate
evidence of such acceptance.
The principal of and the interest redemption premium, if any. on the Series 1999 Bonds
shall be payablc in any coin or currency of the United States of America which on thoe re~pectil/e
dates of payment thereof is legal tcnder for the payment of public and private debts. The interest
on the Current Interest Bonds shall be payable by the Paying Agent on each interest payment
date to the person appearing on the registration books of the Issuer hereinafter providt'd for as the
registered Owner thereof, by check or draft mailed to such registered Owner at his ~ddress as it
appears on such registration books or by wire transfer to Owners of S 1,000.000 or morc in
principal amount of the Series 1999 Bonds. Payment of the principal of all Current huerest
Bonds and the Accreted Value with respect to the Capital Appreciation Bonds shall he. made
upon the presentation and surrender of such Series 1999 Bonds as the same shall become due and
payable
SECTION 7. AUTHORIZATION OF SERIES 1999 BONDS. Subject and pursuant to
the provisions hereof, obligations of the Issuer to be known as "Improvement Refunding
Revenue Bonds, Series 1999," arc authorizcd to be ir.sucd in the aggregate principal amount of
not exceeding $8.000,000, which may mature at higher Accreted Values to include the maturity
amount of Capital Appreciation Bonds.
Notwithstanding any other provisions of this seclion, the Issuer may, al its option. prior to
the date of issuance of the Series 1999 Bonds. elect to use an immobilization system (It boctt-
entry system with respect to issuance of such Series 1999 Bonds. As long as any Series t999
Bonds are outstanding in book-entry fonn the provisions of this Resolution incor.s.is\en{ wi\h
such system of book-entry registration shall not be applicable to such Series 1999 Bonds. The
detai Is of any alternativc syslem of issuance, as described in this paragrJph, shall be set forth in a
resolution of the Issuer duly adopted at or prior to the sale of such Series 1999 Bonds.
SECTION 8. DESCRIPTION OF SERIES 1999 BONDS. The Series 1999 Bonds shall
be issu'ed in fully registered fonn; may be Capital Appreciation Bonds or Current Interest Ronds;
shall be datcd; shall be numbered conseculively from one upward in order of Maturity preceded
by the letter "R"; shall be in the denomination of 55,000 each, or integral multiples thereof for
Current Interest Bonds or in $5.000 maturity amounts for the Capital Appreciation Bonds or in
$5,000 multiples thereof, or such other denominations as shall be approved by the Issuer in a
supplemental resolution prior to the delivery of the Series 1999 Bonds; shall hear interest at such
rate or rates not exceediilg the maximum rate allowed by State law, the actual rate or rates to be
approved by the governing body of the Issuer prior to or upon the sale of the Series 1999 Bonds;
such interest to be payable semiannually at such times as are fixed by supplemental resolution of
the Issuer if Current Interest Bonds and shall mature annually on such date in such years (nol
exceeding 30 years from the date of issuance) and in such amounts as will be fixed by
supplemef']tal resolution of the Issuer prior to or upon the sale of the Series 1999 Bonds; and may
be issued \vith variable, adjustable. convertible or other rates and with original issue discounts;
all as the Issuer shall provide herein or hereafter by supplemental resolution.
SECTION 9. EXECUTION OF SERIES 1999 BONDS. The Series 1999 Bonds shall be
signed by, or bear thc facsimile signature of the Mayor of the Issuer, and shall be attested by, or
bear the facsimile signature of, the Clerk and a facsimile of the official seal of the Issues shaH be.
imprinted on the Serie!' 1999 Bonds.
In case any officer ",,'hose signature or a facsimile of whose signature shall appear on any
Series 1999 Bonds shall ccnse to be such omecr before the delivery of such Series 1m Bonds,
such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the
same as if he has remained in office until such delivery. Any Series 1999 Bond may bear the
facsimile signature of or may be signed by slleh persons who, at the actual time of the execution
of such Bond, shall be the proper officers to sign !'uch Series 1999 Bonds although. at the d.:rte of
such Series 1999 Bond, such persons may not havc been such officers.
Each Current Interest Bond shall bear interest from the interest date next preceding the
date on which.it is authenticated, unless authenticated on an interest payment date. in which case'
it shull bear interest from such interest payment date, or, unless authenticated prior to the first
interest payment date, in which case it shall bear interest from its date; provided, however, that if
at the time of authentication payment of any interest which is due and payable has not been
SECTION 10. AUTHENTICATION OF SERIES 1999 BONDS. Only such of ,he
Series 1999 Bonds as shall have endorsed thereon a certificate of authentication subsrantially in
the form hereinbelow set fOrlh, duly executed by the Registrar, as authenticating agent, shaH be
cntitled to any benefit or security under this Resolution. No Series 1999 Bond shall be ":lEd or
obligatory for any purpose unless and until such certificate of authenticntion shall have been duly
executed by the Registrar, and such certificate of the Registrar upon any such Series 1999 Bond
shall be conclusive evidcnce Ihat such Series 1999 Bond has been duly authenticated and
ORl.IlS04734.03
ORLII~7H.03
delivered under this Resolution. The Registrar's certificate of authentication on any Series 1999
Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
of all oflhe Series 1999 Bonds that may be issued hereunder at anyone time.
thereof for all purposes, and payment of or on account of the principal or redemption price of any
such Series 1999 Bond, nnd the inlerest on any such Series 1999 Bonds shall be made only to or
upon the order of the registered owner thereof or his legal representative. . All such payments
shall be valil1 and elTectual to satisfy and discharge the liability upon such Series 1999 Bond
including the premium, ifany, and interest thereon to the extent of the sum or sums so paid.
SECTION II. EXCHANGE OF SERIES 1999 BONDS. Any Series 1999 Bonds, upon
surrender thereof at the principal corporate trust office of the Registrar, together with an
assignment duly executed by the Bondholder or his anorney or legal representative in such fonn
as shall be satisfactory to the Registrar, may, at the option of the Owner, be exc,hanged for an
aggregate principal amount or Accreted Value of Series 1999 Bonds equal to the principal
amount or Accreted Value of [he Series 1999 Bond or Series 1999 Bonds so surrendered.
SECTION 14. SERIES 1999 BONDS MUTILATED. DESTROYED. STOLEN OR
LOST. In case any Series 1999 Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may in its discretion cause to be executed, and the Registrar shall authenticate and deliver,
a new Series) 999 Bond of like date and tenor as the Series 1999 Bond so mutilated, destroyed,
stolen or losl (e,g., Current Interest Bonds shall be issued in exchange for CUITent Interest Bonds
and Capital Appreciation Bonds shall be issued in exchange for Capital Appreciation Bonds) in
exchange and substitution for such mutilated Series 1999 Bond upon surrender and cancellation
of such mutilated Series 1999 Bond or in liell of and substitution for the Series 1999 Bond
destroyed, stolen or lost, and upon thc Owner fumishing Ihe Issuer and the Registrar proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer and the Registrar may prescribc and paying such
expenses a<; the Issuer and the Registrar may incur. All Series 1999 Bonds so surrcndered shall
be canceled by the Issuer. I f any of the Scries 1999 Bonds shall have matured or be about to
mature. instead of issuing a substitute Series 1999 Bond, the Issuer may pay the same, upon
being indemnified as aforesaid. and if such Series 1999 Bond be lost, stolen or destroyed,
without surrender thereof.
The Registrar shall make provision for the cxchange of Series 1999 Bonds at thc
principal corporate trust office of the Registrar, The Issuer and Registrar shall not be obligated
to make any exchange of Series 1999 Bonds during the fifteen (15) days nexl preceding an
interest payment date or in the case of any proposed redemption of Series 1999 Bonds during the
fifteen (15) days next preceding the redemption date established for such Series 1999 Bonds.
SECTION 12. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES
1999 BONDS. The Registrar shall keep books for the registration of and for the registration of
transfers of Series 1999 Bonds as provided in this Resolution. The transfer of any Series 1999
Bonds may be registered only upon such books and only upon surrender thereof to the Registrar
together ",..ilh an assignment duly executed by the Cmmer or his attorney or legal representati\'e in
such form as shall be satisfactory to the Registrar. Upon any such registration of transfer, the
Issuer shall execute and the Registrar shall authenticate and deliver in exchange for such Series
1999 Bond. a new Series 1999 Bond or Series 1999 Bonds registered in the name of the
transferee, and in an aggregate principal amount equal to the principal amount of such Series
1999 Bond or Series 1999 Bonds so surrendered. The Issuer and Registrar shall not be obligated
to make any transfer ofScries 1999 Bonds during the fifteen (15) days next preceding an interest
payment date or in the case of any proposed redemption of Series 1999 Bonds during the fifteen
(15) days next preceding the redemption date established for such Series 1999 Bonds.
Any such duplicate Series 1999 Bonds issued pursuant to this Section shall constitute
original, additional contractu31 obligations on the part of the Issuer whether or not the lost, stolen
or destroyed Series 1999 Bonds be at any time found by anyone, and such duplicate Series 1999
Bonds shall be entitled to equal and proponionute benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the same extent as all other Series
1999 Bonds issued hereunder.
In all cases in which Series 1999 Bonds shall be exchanged, the Issuer shall execute and
the Registrar shall authenticate and deliver, at the earliest practicab~e time, a new Series 1999
Bond or Series 1999 Bonds of the same type (e,g.. Current Interest Bonds will be exchanged for
Current Interest Bonds and Capital Appreciation Bonds will be exchanged for Capital
Appreciation Bonds) in accordance with the provisions of this Resolution. All Series 1999
Bonds surrendered in any such exchange or registration of transfer shall fonhwith be canceled by
the Registrar. The Issuer or the Registrar may make a chargc for every such exchange or
registration of transfer of Series 1999 Bonds sufficient to reimburse it for any tax or other
govenunental charge required to be paid with respect to such exchange or registration of transfer,
but no other charge shall be made to any Owner for the privilege of exchanging or registering the
transfer of Series 1999 Bonds under the provisions of this Resolution.
SECTION 15. PROVISIONS FOR REDEMPTION. The Series 1999 Bonds shall be
subject to redemption prior to their maturity, at stich times and in such manner as shall be fixed
by supplemental resolution of the Issuer prior to or at the time of sale of the Series 1999 Bonds.
SECTION 13. OWNERSHIP OF SERIES 1999 BONDS. The person in wbose name
any Series 1999 Bond shall be registered shall be deemed and regarded as the absolute owner
Notice of such redemplion shall, at least thirt)' (30) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail. postage prepaid, to all Owners of Series
1999 Bonds to be redeemed at their addresses as they appear on the registration books
hereinbefore provided for, but failure to mail such notice to one or more Owners of Series 1999
Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners
of Series 1999 Bonds to which notice was duly mailed hereunder. Each such notice shall set
forth the date fixed for redemption. the redemption price to be paid and, if less than all of the
Series 1999 Bonds of one maturilY arc to be called, the distinctive numbers of such Series 1999
Bonds to be redeemed and in the case of Series 1999 Bonds to be redeemed in part only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
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Any notice of optional redemption, other than with respect to an advance refunding, shall
be circulated only if sufficient funds have been deposited in the Debt Service Fund to pay the
redemption price of the Series 1999 Bonds to be redeemed.
[FORM OF SERIES 1999 BOND]
No. R-
Official notice of redemption having been given as aforesaid. the Series 1999 Bonds or
portions of Series 1999 Bonds to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and from and after such date (unless the Issuer
shall default in the payment of the redemption price) such Scries 1999 Bonds or ponions of
Series 1999 Bonds shall cease to bear interest. Upon surrender of such Series 1999 Bonds for
redemption in accordance with said notice. such Series 1999 Bonds shall be paid by the Registrar
at the redemption price. Installments of interest due on or prior to the redemption date shall be
payable as herein provided for payment of interest. Upon surrender for any panial redemption of
any Series 1999 Bond, there shall be prepared for the Owner a new Series 1999 Bond or Series
1999 Bonds of !he same malurity in !he amounI of Ihe unpaid principal of such partially
redeemed Series 1999 Bond. All Series 1999 Bonds which have been redeemed shall ,be
canceled and destroyed by the Registrar and shall not be reissued.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVEi'o'UE BONDS, SERIES 1999
MATURITY DATE: INTERr,sT RATE:
DATED DATE:
JUNE 15, 1999
CUSIP:
Registered Owner:
Principal Amount:
In addition to the foregoing notice, further notice shall be given by the Issuer as set out
below. but no defeer in said further notice nor any failure to give all or any ponion of such
further notice shall in any manner defeat the effectiveness of a call for redemption if notice
thereof is given as above prescribed.
KNOW ALL MEN BY THESE PRESENTS thai the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received, hereby promises to pay to the order of the
Regislered O".-oer identified above or registered assigns, as herein provided. on the Maturity
Dute identified 3bove, upon the presentation and surrender hereof at the principal corporate trust
office of SunTrust Bank, Centrnl Florida, National Association, Orlando, Florida, from the
revenues hereinafter mentioned. the Principal Amount identified above in any coin or currency
of the United States of America which on the date of payment Ihereof is legal tender for the
payment of public and private debts, and to pay, solely from said sources, to the Registered
Owner hereof by wire transfer or check transmitted to the Registered Owner at his address as it
appcars all the Bond registration books of the Issuer as it appears on the 15th day of the calendar
month preceding the applicablc interest payment date, interest on said Principal Amount at the
Interest Rate per annum identified above on each April I and October 1 commencing October I,
1999 from the interest payment date next preceding the date of registration and authentication of
this Bond, unless this Bond is registered and authenticated as of an interest payment date, in
which case it shall bear interest from said interest payment date. or unless this Bond is registered
and authenticated prior to October I, 1999, in which event this [lond shall bear interest from July
1.1999.
A. Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (i) the CUSIP numbers of all
Series 1999 Bonds being redeemed; (ii) the date of issue of the Series 1999 Bonds as originally
issued; (iii) the rate of interest borne by each Series 1999 Bond being redeemed: (iv) the maturity
date of each Series 1999 Bond being redeemed; and (v) any other descriptive information needed
to identify accurately the Series 1999 Bonds being redeemed.
B. Each further notice of redemption shall be sent at least 35 days before the
redemption date by registered or certified mail or ovemight delivery service to all registered
securities depositories then in the business of holding substantial amounts of obligations of types
similar to the type of which the Series 1999 Bonds consist and to one or more national
information services that disseminates notices of redemption of obligations such as the Series
1999 Bonds.
SECTION 16. FORM OF SERIES 1999 BONDS. The Iext of tile Series 1999 Boods.
together with the certificate of authentication to be endorsed therein, shall be in substantially the
following form, with such omissions, insertions and variations as may be necessary, desirable,
authorized or permitted by this Resolution, or as may be necessary if the Series 1999 Bonds or a
portion thereof are issued as Capital Appreciation Bonds, or as may he necessary [0 comply with
applicable laws, rules and regulations of the United States and of the State in effect upon the
issuance thereof.
The Bonds of this issue [shall not be) (shall be) subject to redemption prior to their
maturity at the option of the Issuer.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in Ihe manner required by the Resolution
described below.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
of like date, tenor and effect, except as to number, principal amount, maturity,
ORU.5047J4,OJ
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12
redemption provisions and interest rate, issued to refund certain outstanding debt of the Issuer
and to acquire, construct and erect certain capital improvements within the jurisdiction of the
Issuer, all in full compliance with the Constitution and Statutes of the State of Florida, including
particularly Chapter 166, Pan II, Florida Statutes, the Charter of the Issuer, and Resolution No.
615 duly adopted by the Issuer on May 1, 1989, as amended supplemented and particularly as
supplemented by Resolution No. _ duly adl)pted by the Issuer on June 14, 1999 as
supplemented (hereinafter collectively called the "Resolution") and is subject 10 all the terms and
conditions of such Resolution. All capitalized undefined terms used herein shall have the
meaning set forth in the Resolution.
subject to the conditions provided in the Resolution and upon surrender and cancellation orthis
Bond.
This Bond shall not be valid or become obligatory for any purpose or be entitled (0 any
benefit or security under the Resolution until it shall have been authenticated by the f"xe..wtion by
the Registrar of the certificate of authentication endorsed hereon.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge of the proceeds of the Public Service Tax imposed by the Issuer on the purchase of
certain utilities services within the corporate limit; of the Issuer, under the authority of Section
166.231, Flonda Statutes, and pursuant to ordinances of the City and the proceeds of the
Franchise Fees to be paid for a period of thirty (30) years from April I, 1984, by the Florida
Power Corporation, pursuant to an ordinance enacted by the Issuer on March 27, 1984 (such t.ax
and fees, above described, are herein collectively referred to as "Excise Taxes") in the manner
provided in the Resolution.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this Bond and
has caused the same to be signed by its Mayor, and countersigned and attested to by its Clerk
(the signatures of the Mayor, and the Clerk being authorized to be facsimiles of such officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lithographed
or reproduced hereon, all as of the 1st day of July. 1999.
CITY OF WINTER SPR1NGS. FLORID.~
(SEAL)
Mayor
[t is provided in the Resolution that the lien of this Bond on the Excise Taxes is on a
parity with the lien thereon of the Issuer's outstanding Improvement Refunding Revenue Bonds,
Series 1993.
ATTESTED AND COUNTERSIGNED:
Clerk
This Bond does not constitute a general indebtedness of the Issuer within the meaning of
any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the
Owner of this Bond that such Bondowncr shall never have the right to require or compel the
exercise of the ad valorem taxing power of the Issuer or taxation of any real or personal property
therein for the payment of the principal of and interest on this Bond or the making of any debt
service fund, reserve or other payments provided fi)r in the Resolulion.
It is further agreed between the Issuer and the Owner of this Bond that this Bond and the
indebtedness evidenced hereby shall not constitute a lien or on any property of or in the Issuer,
but shall constitute a lien only on the Excise Taxes all in the manner provided in the Resolution.
Neither the members of the City Commission of the Issuer nor any person executing this
bond shall be liable personally hereon or be subjt:ct liability or accountability by reason of the
issuance hereof.
It is certified that this Bond is authorized by and is issued in confonnity with the
requirements of the Constitution and Statutes of the State of Florida.
This Bond is and has all the qualities and incidents of a negotiable instrument under
Article 8 of the Unifonn Commercial Code. the State of Florida, Chapter 678. Florida Statutes
but may be tmJlsferred by the Bondowncr hereof In person or by his attorney or legal
representative at the principal corporate trust office of the Registrar but only in the manner and
ORI;:;041HOJ
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(JRI,JI5041J.!.IJ3
14
ASSIGNMENT AND TRANSFER
This Bond is one of the Bonds issued under the provisions of the within mentioned
Resolution.
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying numbeJ of
transferee) the attached bond of the City of Winter Springs,
Florida, and does hereby constitute and appoint ,auorney~ to
transfer the said Bond on the books kept for Registration thereof, with full power of SubSiltutkm
in the premises.
CERTIFICATE OF AtnHENTICATION
Date of Authentication:
SUNTRUST BANK, CENTRAL FLORIDA.
NATIONAL ASSOCIATION
Date
Registrar, as Authenticating Agent
By:
Signature Guaranteed by
Authorized Officer
(member finn of the New York Stock
Exchange or a commercial hank or a trust
company.)
NOTICE: No transfer will be registercd' and
no new Bonds will be issued in the_ name of
the Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatever and the
Social Security or Federal Employer
Identification Number of the Trmsferee is.
supplied.
By:
Title;
(END OF FORM OF SERIES 199'1 BOND]
ORl.Jl!5047J4.0J
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ORIJl5047J40J
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SECfION 17. APPUCATION OF SERlES 1999 BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any. received from the sale of the Series 1999 Bonds
shall be applied by the Issuer simultaneously with the delivery of such Series 1999 Bonds to the
purchaser thereof. as follows:
paying or making provisions for the payment of all unpaid items of the Cost of the 1999 Project,
the Jssuer shall deposit in the following order of priori I)' any balance of moneys remaining in the
Construction Fund in (I) another construction fund or account established in connection with
projects for which there arc insufficient moneys present to pay the costs of sllch project, (2) the
subaccount in the Reserve Account created for the benefit oflhe Series 1999 Bonds, to [he extent
of a deficiency therein and (3) such other fund or account of the Issuer, including those
established under the Original Instrument, as shall be detennincd by the governing body,
provided the Issuer has received un opinion of bond counsel to the effect that such. transfer shall
not adversely affect lhe exclusion of interest on the Series 1999 Bonds from gross income for
federal income tax purposes.
(A) The accrued interest shall be deposited in the Interest Account and shall be used
only for the purpose of paying interest becoming due on the Series 1999 Bonds.
(B) The Issuer shall purchase from Arubac Assurance the Surety Bond in an amount
equal to the Reserve Requirement for the Series 1999 Bonds which shall he deposited in the
subaccount in the Reserve Account hereby created for the benefit of the Scries 1999 Bonds.
(C) Such sum which, together with the other funds described in the Agreement as will
be sufficient to pay, as of any date of calculation, principal and interest and any redemption
premium on the Prior Bonds at the time and in the manner provided in the Agreement, including
expenses incurred by the Issuer in connection with the payment of such Prior Bonds shall be
deposited to the Escrow Fund created pursuant to lhe Agreement. Such funds shall be kept
separate and apart from all other funds of the Issuer and the moneys on deposit therein shall be
withdrawn, used and applied by the Escrow Holder solely for the purposes set forth herein and in
the Agreement. Simultaneously with the delivery of the Series 1999 Bonds to the original
purchasers thereof, the Issuer shall enter into the Agreement. the form of which win be approved
by the Issuer in a supplemental Resolution adopted prior to lhe issuance of the Series 1999
Bonds. AI the time of execution of the Agreement, the Issuer shall furnish to the Escrow Holder
appropriate documentation to demonstrate that the sums being deposited and the investments to
be made will be sufficient to defease the Prior Bonds.
SECTION 18. SPECIAL OBLIGATIONS OF ISSUER. The Series 1999 Bonds shall
not be or constitute general obligations or indebtedness of the Issuer ns "bonds" within the
meaning of the Constitution of Florida, hut shall be payable solely from and secured by a lien
upon and u pledge of the Excise Ta'Xcs on a parity with the lien thereon of the Parity Obligations
as herein provided and as provided in the Original Invesunent. No Holder or Holders of any
Series 1999 Bonds issued hereunder shall ever have the right to compel the exercise of the ad
valorem taxing power of the Issuer or taxation in any fonn of any real or personal property
therein, or to compel the Issuer to pay such principal and interest from any other fund~_ of the
Issller.
(D) The balance of the proceeds of the Series 1999 Bonds shall be deposited into the
Construction Fund hereby created and used solely for the ,purpose of paying Costs of the 1999
Project. Other than costs of issuing and delivering the Series 1999 B.onds which shall be paid at
the direction of the City Manager of the Issuer or his designee, the Issuer shan make
disbursements or payments from the Construction Fund to pay the Costs of the 1999 Project only
upon the filing in the office ,of the Clerk of cenificates signed by the Finance Director and the
1999 Project engineer or other qualified consultant, stating with respect to each disbursement or
payment 10 be made: (1) the item number of the payment, (2) the name and address of the Person
to whom payment is due, (J) the amount to be paid, and (4) that each obligation, item or cost or
expense mentioned therein has been properly incurred, is in payment of a part of the Cost of the
1999 Project and is a proper charge againsl the Construction Fund and has not been the basis of
any previous disbursement or pa)ment, or that each obligation, item of cost or expense
mentioned therein is a reimbursement of a part of the Cost of the 1999 Project which has been
paid by the Issuer or will be paid by the Issuer substantially contemporaneously with such.
disbursement from the Construction Fund, and is a proper charge against the Construction Fund,
has not been theretofore reimbursed to the lssuer or otherwise been the basis of any previous
disbursement or payment and the Issuer is entitled to reimbursement thereof.
SECTION 19. SECURITY FOR SERIES 1999 BONDS. The payment of the principal
of or redemption price. if applicable. and interest on the Series 1999 Bonds shall be secured
forthwith equally and ratably by a pledge of and prior lien upon the Excise Taxes. The Excise
Tuxes shall be subject to the lien of this pledge immediately upon the issuance and delivery of
the Series 1999 Bonds, without any physical delivery by the Issuer of the Excise Taxes or further
act, and the lien of this pledge shall be valid and binding as against all parties having claims of
any kind against the Issuer. in ton, contract or otherwise. The lssuer does hereby irrevocably
pledge the Excise Taxes to the pa)ment of the principal of or redemption price, if applicable, and
interest on the Series 1999 Bonds in the manner provided in this Resolution and the Original
Instrument.
The Series 1999 Bonds are payable from the Excise Taxes on a parity, equally and
ratably, with the Parity Obligations.
SECTION 20. ADDITIONAL SECURITY. Anything herein to the contrary
notwithstanding, however, the Issuer may cause the Series 1999 Bonds to be payable from and
secured by a bond insurance policy not applicable to anyone or more other Series of Bonds, as
shall be provided by supplemental resolution of the City Commission of the Issuer, in addition to
the security of the Excise Taxes provided herein.
The date of completion of the 1999 Project shall be detennined by the 1999 Project
engineer or other qualified consultant who shall certify such fact in writing to the governing
body of thc Issuer. Promptly after the date of the completion of the 1999 Project, and after
SECTION 21. APPLICATION OF PROVISIONS OF ORIGINAL INSTRUMENT.
The Series 1999 Bonds shall lor all purposes be considered to be Additional Parity Ohligations
issued under the authority of Section l8(H) of the Original Instrument as amended and shall be
entitled to all the protection and security provided in and by the Original Instrument for
Additional Parity Obligations, and the Series 1999 Bonds shall be in all respects entitled to the
same security. rights and privileges enjoyed by the Parity Obligations. The principal of, interest
ORl"'S047~,O)
17
ORUS04134OJ
18
on and redemption premiums on the Series 1999 Bonds shall be payable from the Debt Service
Fund established by the Original Instrument on a parity with the Parity Obligations, and deposits
shall be made into the Debt Service Fund by the Issuer in amounts fully sufficient to pny the
principal of and interest on the Series 1999 Bonds and on the: Parity Obligations as such principal
and interest become due. Notwithstanding the immediately preceding sentence, the Surety Bond
shall secure only the Series 1999 Bonds.
SECTION 22. MUNICIPAL BOND INSURANCE. Notwithstanding any provision to
the contrary contained herein. the following provisions shall apply so long as the Municipal
Bond Insurance Policy and the SurelY Bond with respect to the Series 1999 Bonds issued by
Ambac Assurance: shall be in full force and effect:
(d) To the extent that the Issuer has entered into a continuing disclosure
agreement with respect to the Series 1999 Bonds, Ambac Assurance shall be copied on
all information provided in regard thereto.
(F) The Paying Agent or Issuer, as appropriate, shall notify Ambac Assurance to the
attention of the general cOllnsel's office of any failure of the Issuer to provide relevant
notices, certificates, etc.
(A) Any provision of lhis Resolution expressly recognizing or granting rights in or to
Ambac Assurance may not be amended in any manner which affect the rights of Ambac
Assurance hereunder without the prior ",Tilten consent of Ambac Assurance.
Notwithstanding any other provision of this Resolution, the Paying Agent, as
appropriate, shall immcdintely notify Ambac Assurance to the attention of the general
counsel's offiee if at any time there ure insufficient moneys to make any payments of
principal and/or interest as required and immediately upon the occurrence of any Evcnt of
Default under the Resolution.
(B) Unless otherwise provided in this Resolution, Ambae Assurance's consent shall
be required in addition to Bondholder consent, when required, for the following purposes:
(i) execution and delivery of any supplemental Resolution or any amendment,
supplement or change to or modification of the Resolution, (ii) removal of the Registrar
or Paying Agent and selection and appointment of any successor Registrar or Paying
Agent, and (iii) initiation or approval of any action not described in (i) or (ii) above
which requires Bondholder consent.
(G) The Issuer will permit Ambac Assurance to discuss the affairs, finances and
accounts of the Issuer or any information Ambac Assurance may reasonably request
regarding the security for the Series 1999 Bonds with appropriate officers of the Issuer.
The Paying Agent or Issuer. as appropriate, will permit Ambac Assurance to have access
to the 1999 Project and have access to and to make copies of all books and records
relating lo the Series 1999 Bonds at any reasonable time.
(C) Any reorganization or liquidation plan with respect to the Issuer must be
acceptable to Ambac Assurance. In the event of any reorganization or liquidation,
Ambac Assurance shall have the right to vote on behalf of all Bondholders who hold
Ambac Assurance-insured bonds absent a default by Ambac Assurance under the
Municipal Bond Insurance Policy.
Ambac Assurance shall have the right to direct an accounting at the Issuer's
expense, and the Issuer's failure to comply with such direction within thiny .(30) days
after receipt of written notice of the direction from Ambac Assurance shall be deemed a
default hereunder; provided. however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not materially adversely
affect the interests of any registered owner oCthe Series 1999 Bonds.
(D) Anything in this Resolution to the contrary notwithstanding, upon the occurrence
and continuance of an Event of Default as de lined herein. Ambac Assurance shall be
entitled to control and direct the enforcement of all rights and remedies granted to the
Bondholders or any trustee for the benefit of the Bondholdl.'TS under the Resolution.
(E) While the Municipal Bond Insurance Policy is in effect, the Issuer or the Paying
Agent, as appropriate, shall furnish to Ambac Assurance (to the aUention of the
Surveillance Department, unless otherwise indicated):
(H) For all purposes of this Resolution, Series 1999 Bonds shall remain Outstanding
in the event that the principal and/or interest due on the Series 1999 Bonds shall be paid
by Ambac Assumnce Corporation pursuant to the Municipal Bond Insurance Policy.
(1) As long as the Municipal Bond Insumnce POlicy shall be in full force and effect,
the Issuer and any Paying Agent agree to comply with the following provisions:
(b) such additional information it may reasonably request.
(a) At least one (I) day prior to all interest payment dates the Paying Agent will
determine whether there will be sufficient funds in the Debt Service Fund to pay the
principal of or interest on the Series 1999 Bonds on such interest payment date. If the
Paying Agent determines that there will be insufficient funds in the Debt Service Fund,
the Paying Agent shall notify Ambac Assurance. Such notice shall specify the amount of
the anticipated deficiency. the Series 1999 Bonds to which such deficiency is applicable
and whether such Series 1999 Bonds will be deficient as to principal or interest, or both.
If the Paying Agent has nol so notified Ambac Assurance at least one (I) day prior to an
inlerest payment date, Ambac Assurance will make payments of principal or interest due
on the Series 1999 Bonds on or before the first (1~') day next following the date on which
Ambac Assurance shall have received notice of nonpayment from the Paying Agent.
(a) as soon as practicable after the filing thereof, a copy of any financial
statement orthe Issuer and a copy of any audit and annual repon of the Issuer;
(c) a copy of any notice to be given to the registered owners of the Series 1999
Bonds, including, without limitation, notice of any redemption of or defeasance of Series
1999 Bonds, and any certificate rendered pursuant to this Resolution relating to the
security for the Series 1999 Bonds, at no cost to Ambac Assurance;
OIUAS047)-1,OJ
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ORUSO-l734.0J
20
"3'
(c) the Paying Agent shall provide Anlbac Assurance and the Insurance Trustee
with a list of registered owners of Series 1999 Bonds entitled to receive principal or
interest payments from Ambac Assurance under the terms of the Municipal Bond
Insurance Policy, and shall make arrangem~nts with the Insurance Trustee (i) to mail
checks or drafts to the registered owners of Series 1999 Bonds entitled to receive full or
partial interest payments from Ambac Assurance and (ii) to pay principal upon Series
1999 Bonds surrcndered to the Insurance Tm,tee hy the registered owners of Series 1999
Bonds entitled to receive full or partial principal payments from Ambac Assurance.
(f) in addition to those rights granted Ambac Assurance under this Resolution,
Ambac Assurance shall, to the extent it makes paym<:nt of principal of or interr-st Dn
Scrics 1999 Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms of lhe Municipal Bond Insurance Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due interest, the Pa)1ng
Agent shall note Ambac Assurance's rights as subrogee on the registration books of the
Issuer maintained by the Paying Agent upon receipt from Ambac Assurance of proof .of
lhe payment of interest thereon to the registered owners of the Series 1999 Bonds, and (~i)
in the case of subrogation as to claims for past due principal, the Paying Agent shaH n~'t~
Ambac Assurance's rights as subrogee on the registration books of the Issuer maintained
by the Paying Agent upon surrender of the Series 1999 Bonds by the registered Qwners
thereof together with proof of the payment of principal thereof.
(b) the Paying Agent shall. after giving notice to Ambac Assurance as provided
in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction,
to the United States Trust Company of NI:w York, as insurance trustee for Arnbac
Assurance or any successor insurance truste(: (the "Insurance Trustee"), the registration
books of the Issuer maintained by the Registrar and all records relaling to the funds and
accounts maintained under the Resolution.
(d) the Paying Agent shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Series 1999 Bonds entitled to receive
the payment of principal or interest thereon from Ambac Assurance (i) as to the fact of
such entitlement, (ii) that Amhac Assurance will remit to them all or a part of the interest
payments next coming due upon proof of Bondholder entitlement to interest pa)ments
and delivery to the Insurance Trustee, in fonn satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner's right to payment, (iii) that should they
be entitled to receive full paynient of principal from Ambac Assurance, they must
surrender their Series 1999 Bonds (along with an appropriate instrument of assignment in
form satisfactory to the Insurance Trustee to permit ownership of such Series 1999 Bonds
to be registered in the name of Ambac Assurance) for payment to the Insurancc Trustee,
and not the Paying Agent, and (iv) thaI should they be entitled to receive partial payment
of principal from Ambac Assurance, they must surrender their Serics 1999 Bonds for
payment thereon first to the Paying Agent, who shall note on such Series 1999 Bonds the
portion of the principal paid by the Paying Agent, and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaid portion of principal.
(J) To the extent that this Resolution confers upon or gives or grants to Ambac
Assurance any right, remedy or claim under or by rcason of this Resolution, Ambac
Assurance is hereby explicitly recognized as being a third. party beneficiary hrn:under
and may enforce any such right, remcdy or claim conferred, given or granted hcrcund.;.'r.
(K) As long as lhe Surety Bond shall be in full force and effect, the Issuer and Paying
Agent, if appropriate, agree to comply with the following provisions:
(e) in the event that the Paying Agent has notice that any payment of principal of
or interest on a Series 1999 Bond \vhich has become Due for Payment and which is made
to a Bondholder by or 011 behalf of the Issuer has been deemed a prcferential transfer and
theretofore recovered from its registered own,~r pursuant to the United States Bankruptcy
Code by a trustee in bankruptcy in accordance with lhe final nonappealable order of a
court having competent jurisdiction , the Paying Agent shall, at the time Ambac
Assurance is notified pursuant to (a) above, notify all registered owners that in the event
that any registered owner's payment is so recovered, such registered owner will be
entitled to payment from Arnbac Assurance to the extent of such recovery if sufficient
funds are not otherwise available, and th,~ Paying Agent shall furnish to Ambac
Assurance its records evidencing the payments of principal of and interest on the Senes
1999 Bonds which have been made by the Paying Agent and subsequently recovered
from registered owners and the dates on which such payments were made,
(a) In the event and to the extcnt that moneys on deposit in the Dcbt Service Fund
(exclusive of the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds), plus all amounts on deposit in and credited to the subaccount in the Reserye
Account created for the benefit of the Series 1999 Bonds in excess of the amount ofrhe
Surety Bond, are insufficient to pay the amount of principal and interest coming due- 0
then upon the later of: (i) one (I) day after receipt by the General Counsel (If Ambac
Assurance of a demand for payment in the form uttached to the Surety Bond as
Attac~ment I (the .'Demand for Payment"), duly executed by the Paying Agem certifying
that payment due under the Resolution has not been made to the Paying Agcnt; or (ii) \he
payment date of the Series 1999 Bonds as specified in the Demand for Payment presented
by the Paying Agent to the General Counsel of Ambac Assurance, Ambac Assurance will
make a deposit of funds in an account with the Paying Agent or its successor, in New
York, New York, sufficient for the payment to the Paying Agent, of .mlounts wntdl. are
then due to the Paying Agent under the Resolution (as specified in the Demand fur
Payment) up to but not in excess of the Surety Bond Coverage, as defined in the Sur:1}'
Bond; provided, however, that in the event that the amount on deposit in, or cn:dited to,
the subaccount in the Reserve Account created for the benefit of the Serics 1999 Bl..~nds,
in addition to the amount available under the Surety Bond, includes amounts ~nil21bk
under a letter of credit, insurance policy, surety bond or other such funding insHument
(the "Additional Funding Instrument"), dra\vs on the Surety Bond and the Addi,ional
Funding Instrument shaH be made on a pro rata basis to fund the insufficitmcy.
(b) the Paying Agent shall. after submitting to Ambac Assurance the Demand for
payment a..<; provided in (a) above, make available to Ambac Assurance an records
relating to (he funds and accounts maintained under the Resolution.
ORlJISI).I7340)
21
ORI.Il'SQ.4734,OJ
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(c) the Paying Agent shall, upon receipt of moneys received from the draw on the
Surety Bond, as. specified in the Demand ll)f Payment, credit the subaccount in the
Reserve Account created for the benefit of the Series 1999 Bonds to the extent of moneys
received pursuant to such Demand,
of the Issuer to the Holders of such Series 1999 Bonds shall thereupon cease, termin31C' :md
become \'oi~ and be discharged and satisfied.
(B) The Series 1999 Bonds, redemption premium, if any, and interest duc or 10 become
due for the paymenl or redemption of which moneys shall havc becn set aside and shaH be hdd
in trust (through deposit by the Issuer of funds for such payment or redemption or other<\-'ise) at
the maturity or redemption date thereof shall be deemed to have been paid within the meaning
and with the effect expressed in paragraph (A) of this Section 24, Any Outstanding Series 1999
Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within
the meaning and with the effect expressed in paragraph (A) of this Section if (i) in case of said
Series 1999 Bonds are to be redeemcd on any date prior to their maturity, the Issuer ShilH have
given to the escrow agent instructions accepted in writing by the escrow agent to notify Hnlders
of Outstanding Series 1999 Bonds in the manner required herein of the redemption of such
Series 1999 Bonds on said date and (ii) there shall have been deposited with the escrow agent
either moncys in an amount which shall be sufficient, or Federal Securities (including any
Federal Securities issued or held in book.cntry form on the books of the Department of the
Treasury of the United States) the principal of and the interest on which when due wiJJ pm\'lde
moneys \\lhich, together with the moneys, if any, deposited with the escrow agent a~ the S2ffiC
time, shall be sufficient, 10 pay when due the principal of or premium, if any, and interest due
and to become due on said Series 1999 Bonds on or prior to the redemption date or maturity dal.e
thereof. as the case may be,
(d) the subaccount in the Reserve Account created for the benefit of the Series
1999 Bonds shall be replenished in the following priority: (i) principal and interest on
the Surety Bond and on the Additional Funding Instrument shall be paid from first
available Pledged Revenues on a pro rata basis; (ii) after all such amounts are paid in full,
amounts necessary to fund'the subaccount in the Reser....e Account created for the benefit
of the Series 1999 Bonds to the required level, after taking into account the amounts
available under the Surety Bond and an)' Additional Funding Instrument shall be deposit
from next available Pledged Revenues.
SECTION 23. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with lhe Holdcrs ofth{: Series 1999 Bonds that it shall not use
the proceeds of such Series of Bonds in any manner which would cause the interest on such
Series of Bonds to be or becomc includable in the gro,;s income of the Ho1dcr thcreof for federal
income tax purposes.
(B) The Issuer covenants with the Holders of the Series 1999 Bonds that neither the
Issuer nor any Person under its control or direction will make any use of lhe proceeds of such
Series 1999 Bonds (or amounts deemed to be procceds under the Code) in any manner which
would cause such Series 1999 Bonds to be "arbitrage bonds" within the meaning of Section 148
of the Code, and neither the Issuer nor any other Person shall do any act or fail to do any act
which would cause the interest on such Series 1999 Bonds to hecome includable in the gross
income of the Holder thereof for federal income t.ax purposes,
Notwithstanding anything herein to the contrary, in the event that the principal andlor
interest due on the Series 1999 Bonds shall be paid hy Ambac Assurance pursuanl 10 1he
Municipal Bond Insurance Policy, the Series 1999 Bonds shall remain Outstanding Jor un
purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the
assignment and pledge of the Pledged Revenues and all covenants, agreements and othi:r
obligations of the Issuer to the registered owners shall continuc to exist and shall run to the
benefit of Ambac Assurance, and Ambac Assurance shall be suhrogated to the rights I)f such
registered owners.
(C) The Issuer hereby covenants with the Holders of the Series 1999 Bonds that it will
comply with all provisions of the Code necessary to maintain the exclusion of interest on such
Series 1999 Bonds from the gross income of the Holder thereof for federal income tax purposes,
including, in particular, the payment of any amount required to be rebated to the United States
Treasul)' pursuant to the Code.
SECTION 24. DEFEASANCE, The covellants and obligations of the Issuer shall bc
dcfcascd and discharged under terms of this Resolution as follows:
SECTION 25. CONTlf\'UTNG DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to provide for compliance with the secondary market disclosure rcquiremen1s of the
Rule with respect to the Series 1999 Bonds, that it will comply with and carry out <)lJ of ~hc
provisions oflhe Continuing Disclosure Certificate to be executed by the Issuer prior to the time.
the Issuer delivers the Series 1999 Bonds to the participating underwriter or underwriters, as it
may be amended from time to time in accordance with the: tcnns thereof. Notwithstanding.1l1Y
other provision of this Resolution, failure of the Issuer to comply with such Continuing
Disclosure Certificate shall not be considered an Event of Default hereunder. However, the
Continuing Disclosure Certificate shall be enforceable by the Series 1999 Bondowners in the
evcnt that the Issuer fails to cure a breach thereunder within a reasonable timc after written
notice from a Series 1999 Bondowncr to the Issuer that a breach exists. Any rights of the Series
1999 Bondowners to enforce the provisions of the covcnant shall be on behalfofall S~ri-es 1999
Bondowners and shall be limited to a right to obtain specific performance of the Issuer's
obligations thereunder.
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all Series 1999 Bonds the principal, redemption premium, if any, and interest due or
to become due thereon, at the times and in the manner stipulated herein and in the Series 1999
Bonds, then the covcnants, agreements and other obligations of the Issuer to the Bondholders,
shall thereupon cease, terminate and become void and be discharged and satisfied. If the Issuer
shall payor cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding
Series 1999 Bonds the principal or redemption premium, if any, and interest due or to become
due thereon, at the times and in the manner stipulated herein, such Series 1999 Bonds shall cease'
to be entitled to any benefit under this Resolution, and all covenants, agreements and obligations
ORJ./IISOoI7J.W3
23
ORJ.~5(J473~1J3
24
SECTION 26. SEVERABILITY. If anyone or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision oflaw or contrary
to the policy of express law, though not expressly prohibited, or against public policy, or shalt
for any reason whatsoever be held invalid or shall in any manner be held to adversely affect the
validity of the Series 1999 Bonds, then such covenants, agreements or provisions shall be null
and void and shall be deemed separate from the remaining covenants, agreements or provisions
afthis Resolution or of the Series 1999 Bonds issued hereunder.
ADOPTED this 14th day of June, 1999.
SECTION 31. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
(SEAL)
SECTION 27. SALE OF BONDS. The Series 1999 Bonds shall be issued and sold at
public or private sale at one time or in installments from time to time and at such price or prices
as shall be consistent with the provisions of the requirements of this Resolution and other
applicable provisions of law.
A TfEST:
SECTION 28. GENERAL AUTHORJTY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perfoon all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, pWlctual and complete perfonnance of all of Ihe terms,
covenants and agreements contained in the Series 1999 Bonds and this Resolution, and they are
hereby authorized to execute and deliver all documents which shall be required by Bond Counsel
or the initial purchasers of the Series 1999 Bonds to effectuate the sale of the Series 1999 Bonds
to said initial purchasers.
City Clerk
Approved as 10 fonn and legal sufficiency:
City Attorney
SECTION 29. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Bonds shall be personally liable therefor
or be subjecllo any personalliabiJily or accountability by reason of the issuance thereof.
SECTION 30. REPEAL OF INCONSISTENT INSTRUMENTS. Anv Resolutions, or
parts thereof, in conflict herewith are hereby repealed to Ihe extent of such conflict.
OR!.#~7J4.OJ
25
QRI.I.'SQ.I734.03
CITY COMMISSION OF THE CITY OF
WINTER SPRINGS. FLORIDA
Mayor
26
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LEFT BLANK
APPENDIX C
GENERAL PURPOSE FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
Deloitte &
Touche LLP
o
INDEPENDENT AUDITORS' REPORT
Certified Public Accountants Suite 1800
200 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 246-8200
Facsimile: (407) 422-0936
The Honorable Mayor and City Commissioners of
the City of Winter Springs, Florida:
We have audited the general purpose financial statements of the City of Winter Springs, Florida (the
"City") as of and for the year ended September 30, 1998, listed in the foregoing table of contents.
These general purpose financial statements are the responsibility ofthe City's management. Our
responsibility is to express an opinion on these general purpose financial statements based on our
audit.
Except as discussed in the following paragraph, we conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
Governmental Accounting Standards Board Technical "Bulletin 98-1, Disclosures about Year 2000
Issues, requires disclosure of certain matters regarding the year 2000 issue. The City has included
such disclosures in Note 10. Because of the unprecedented nature of the year 2000 issue, its effects
and the success of related remediation efforts will not be fully detenninable until the year 2000 and
thereafter. Accordingly, insufficient audit evidence exists to support the City's disclosures with
respect to the year 2000 issue made in Note 10. Further, we do not provide assurance that the City is
or will be year 2000 ready, that the City's year 2000 remediation efforts will be successful in whole or
in part, or that parties with which the City does business will be year 2000 ready.
In our opinion, except for the effects of such adjustments, if any, as might have been determined to be
necessary had we been able to examine evidence regarding year 2000 disclosures, the general purpose
fmancial statements referred to above present fairly, in all material respects, the financial position of
the City at September 30, 1998, and the results of its operations and the cash flows of its proprietary
fund type for the year then ended in confonnity with generally accepted accounting principles.
fJ~;. ~~~ uI
January 13, 1999
Deloltte Touche
To~matsu
International
1
THIS PAGE INTENTIONALLY
LEFT BLANK
CITY OF WINTER SPRINGS, FLORIDA
COMBINED BALANCE SHEET. ALL FUND TYPES AND ACCOUNT GROUPS
SEPTEMBER 30,1998
Governmental Fund Types
Special Debt Capital
ASSETS General Revenue Service Projects
Cash and cash equivalents .53,099,401 5 893,195 5 288,439 5 99,388
Investments 1,250,000 1,910,777 201,987
Receivables:
Accounts receivable, net 52.926
Accrued interest receivable 3,921 3,297
Due from other governments 88,255
Due from other funds 82,940 195,437
Inventories 4,231.
Restricted assets:
Cash and cash equivalents 106,875
Investments
Property. plant and equipment (net. where
applicable. ofaccuITl!.llated depreciation) ~
Unaroortized bond costs. net
Aroount available in debt service funds
Aroount to be provided forretirement of
generallong-tenn debt
Aroount to be provided for accrued
compensated absences
Total assets 53,385,623 52,394,855 52,199,216 S 301,375
See notes to financial statements.
2
CITY OF WINTER SP.RINGS, FLORIDA
COMBINED BAL.ANCE SHEET - ALL FUND TYPES AND. ACCOUNT GROUPS
SEPTEMBER 3D, 199B
Governmental Fund Types
Special Debt Capital
ASSETS General Revenue ServIce Projects
Cash and cash equivalents $3,099,401 S 893,195 $ 288,439 S 99,388
Investments 1,250.000 1,910,771 201,987
Receivables:
Accounts receivable, net 52,926
Aocrued.interest receivable 3.921 3,297
Due fromotber govemments 88,255
Due from other funds 82,940 195,437
Inventories 4,231
Restricted assets:
Cash and cash c:quiva1ents 106,875
Investments
Property, plant and equipment (net, wheie
applicable, of accumulated depreciation)
Unaroortized bond costs, net
Alrount 2v211able in debt service funds
Aroount to be provided for retirement of
generallong-tenndebt
Alrount to be provided for accrued
compensated absences
Total assets S3.385,623 52.394,855 52,199,216 S 301,375
See notes to financial statements.
. ,
3
Proprietary
Fund Type Account Groups Totals
General General Long- (Memorandum
Enterprise Fixed Assets Term Debt Only)
$ 806,239 S $ $ 5,186,662
3,362,764
904,681 957,607 .
17,534 24,752
88,255
279 278,656
536 4,767
2,655,619 2,762,494
2,665,604 . 2,665,604
29,358,054 23,122,741 52,480,795
427,925 427,925
2,199,216 2;199,216
10,125,784 10,125,784
343,320 343,320;
$36,836,471 523,122.741 $12,668,320 580,908,601
(Continued)
4
CITY OF WINTER SPRINGS, FLORIDA
COMBINED BALANCE SHEET - ALL FUND TYPES AND ACCOUNT GROUPS
SEPTEMBER 30, 1998
Governmental Fund Types
LIABILITIES, FUND EQUITY Special Debt Capital.
AND OTHER CREDITS General Revenue. Service Projects
LIABILITIES:
Accounts payable $ 324,749 $ 60,330 $ $ 69,812
Accrued liabilities 241,473
Due to other nmds 13,223 37,675
Payable from restricted as sets:
Accrued interest
Revenue bonds payable
Obligation under utility agreement
Customer deposits 106,875
Accrued compensated absences
Obligation under utility agreement, less .
portion payable from restricted assets
Revenue bonds payable, less portion
payable from restricted assets
Total liabilities 686,320 98,005 69,812
FUl\'D EQUITY A~'D OTHER CREDITS:
Investment in general fixed assets
Contnbuted capital
Retained earnings:
Reserved fonenewal and replacement
Reserved for capital improvements
Unreserved
Fund balances:
Reserved for debt service 2,199,216
Reserved for encumbrances 195,311 129 25,046
Reserved for in ventories 4,231
Reserved for capital projects 206,517
Unreserved 2,499,755 2,296,721
Total fund equity and other credits 2,699,303 2,296,850 2,199,216 231,563
TOTALLIABIUTIES, FUl\'D EQUITY
AND OTHER CREDITS $3,385,623 $2,394,855 $2,199,216 $ 301,375
See notes to financial statements.
5
. ..
ProprIetary
Fund Type Account Groups Totals
General General Long- (Memorandum
Enterprise Fixed Assets Term Debt Only)
$ 249,556 $ S ., $ 704,447
37,040 278,513
227,758 278,656
732,175 732,175
715,000 715,000
78,000 78,000
494,893 601,768
83,905 343,320 427,225
760;376 760,376
23,356,177 12,325,000 35,681,177
26,734,880 12,668.320 40,257,337
23,122,741 23,122,741
7,290,624 7,290,624
278,863 278,863
483,244 483,244
2,048,860 2.048,860
2,199,216
220,492
4,231
206,517
4,796,476
10.101,591 23,122,741 40.651,264
$36,836,471 S23, 122,741 SI2,668.320 S80,908.601
(Concludeo)
6
CITY OF WINTER SPRINGS, FLORIDA
COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES - BUDGET AND ACTUAL - ALL GOVERNMENTAL FUND TYPES
. YEAR ENDED SEPTEMBER 30,1998
General Fund
Variance
Favorable
Budget Actual (Unfavora bra)
$ 3,300,281 $ 3,253,744 $ (46,537)
50.7,287 637,169 129,882
2,380.,133 2,393,892 13,759
116,435 106,367 (10,068)
198,324 170.,325 (27,999)
150,291 154,543 4,252
640,000 737,465 97,465
7,292,751 7,453,505 160,754
. (939,520) (432,285) 507,235
3,157,387 3,157,387 .. -
(25,799) (25,799)
$ 2,217,867 $ 2,699,303 $ 481,436
(Continued)
REVENUES:
Taxes and special assessments
Ucenses, pennits, and fees
Intergovernmental revenues
Olarges for seIVices
Fines and forfeitures
Interest
Miscellaneous
Total revenues
EXPENDITURES:
Current:
General government
Public safety
Transportation
Culture and recreation
Capital outlay
Debt seIVice:
Principal retirement
Interest and fiscal charges
Total expenditures
2,375,784
4,756,310
1,139,982
984,907
684,704
9,941,687
EXCESS (DEFICIENCY) OF REVEl'-TlJES
OVER (UN"DER) EXPThTDITURES
OTHER FlNANCIl\G SOURCES (USES):
Operating transfe;-s in
Operating transfeiS out
Total other financing sources (uses)
(2,648,936)
1,709,416
],709,416
EXCESS (DEFICIENCY) OF REVENUES A1\TJ)
OTHER FINANCING SOURCES OvER (UNDER)
EXPENDITIJRES Al\TJ) OTHER USES
F1Jl\TJ) BALANCES AT BEGll\1J\TJNGOF YEAR
RESIDUALEQUlTYTRANSFERS IN
RESIDUAL EQUITY TRANSFERS OUT
F~TJ)BALANCESATBIDOF1~R
See notes to financial statements.
8
2,321,677
4,661,471 .
1,011,225 .-
.843,115
877,402
9,714,890.
(2,261,385)
1,829,100
1,829,100
54,107
94,839
128,757
141,792
(192,698)
226,797
387,551
119,684
119,684
CITY OF WINTER SPRINGS, FLORIDA
COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES. BUDGET AND ACTUAL:, ALL GOVERNMENTAL FUND TYPES
YEAR ENDED SEPTEMBER 30,1998
Special Revenue Funds
Variance
Favorable
Budget Actual (Unfavorable)
REVENUES:
Taxes and special assessrrents
. Licenses, permits, and fees
IntergoveTllrrental revenues
Charges for services .
Fines and forfeitures
Interest
Miscellaneous
$ 2,393,389 $ 2,713,631 $ 320,242
410,036 306,051 {I 03,985)
224,256 189,957 (34,299)
1,710,683 1,792,321 81,638
18,950 13,389 (5,561)
59,927 104,536 44,609
74 74
4,817,241 5,119,959 302,718
3,084,124 2,899,489 184,635
1,733,117 2,220,470 487,353
875,825 1,037,025 161,200
(3,405,644) (3,856,995) (451,351)
(2,529,819) (2,819,970) (290,151)
Total revenues
EXPENDITURES:
amen t:
G:neral government
Public safety
Transportation
Culture and recreation
Capital outlay
Debt service:
Principal retirement
Interest and fiscal charges
Total e):pen ditures
1,433,752
71,758
121,950
1,456,664
. EXCESS (DEFICIENCY) OF RE\1ENlJES
OVER (UNDER) EXPEND1~ .
OTHER FINANCING SOURCFS (USES):
Operating transferS in
Operating transfers out
Total other financing sources (uses)
EXCESS (DEFICIENCY) OF REVENUES AND
OTHER FINANCING SOURCES OVER (UNDER)
EXPENDffiJRES Al'."D OTHER USES
FUl\T}) BALANCES A T BEGINNING OF 'YEAR
RESIDUAL EQUITY TRANSFERS IN
RESIDUAL EQUlTY TRANSFERS our
(796,702)
2,870,551
S 2,073,849 $ 2,296,850
FillIDBALANCESATTh~OF~R
See n.otes to f1l1ancial staterrents.
9
1,426,056
64,073
148,719
1,260,641
(599,500)
2,870,551
25,799
7,696
7,685
(26,769)
196,023
197,202
25,799
S 223,001
Debt Service Funds
Variance
Favorable
(Unfavorable)
Actual
Capital Projects Funds
Variance
Favorable
Budget Actual (Unfavorable)
Budget
-----.,..
$ $
$
$ S
$
81,200 162,680
81,480
2,000 25,584
23,584
81,200 162,680
81,480
2,000 25,584
23,584
357,485 567,757 (210.272)
387,000 275,000 112,000
690,753 692,605 0,852)
1,077,753 967,605 110,148 357,485 567,757 (210,272)
(996,553) (804,925) 191,628 (355,485) (542,173) (186,688)
1,076,553 990,870 (85,683) 68,730 68,730
(68,730) (68,730)
J ,076,553 990,870 (85,683) .
80,000 185,945 105,945 (355,485) (542,173) (186,688)
2,013,271 2,013,271 773,736 773,736
..
S 2,093,271 . $ 2,I99,Z16 $ 105,945 S 418,251 S 231,563 S (186,688)
10 (Continued)
CITY OF WINTER SPRINGS, FLORIDA
COMBINED STATEMENT OF REVENUES EXPENDITURES, AND CHANGES IN
,
FUND BALANCES - BUDGET AND ACTUAL -ALL GOVERNMENTAL FUND TYPES
YEAR ENDED SEPTEMBER 30,1998
Totals
(Memorandum On.ly)
Variance
Favorable
Budget Actual (Unfavorable
REVENUES:
Taxes and.specialassessments
LIcenses. permits, and fees
In,ter.govemrnental revenues
. Charges for services
Fines and foIfei.tures
Interest . . ' . .
Miscellaneous
Total revenues
S 5,693,670 S 5,967,375 S 273,705
, 917,323 943,220 25,897
2,604,389 2,583,849 (20,540)
1,827,118 1,898,688 '7],570
217,274 183,714 . (33,560)
293,418 447,343 153,925
. 640,000 . 737,539 97,539
12,]93,192 ]2,76],728 ' 568,536
EXPaTDITURES:
Current:
General government
Public safety
Transportation
Culture and recreation
Capital outlay
Debt service:
Prin cipal retirem:n t
Interest and fiscal charges
Tota] e~enditures
3,809,536 3,747,733 6],803
4,828,058 4,725,544 102,524
1,261",932 1,]59,944 101,988
984,907 843,1 ]5 141;792
2,498,853 2,705,800 (2C'5,947)
387,000 275,000 ' 112,000
690,753 . 692,605 . (1,852)
14,461,049 14,14~,741 .. 3Jl,308
(2,267,857) (1,388,013) .879,~
3,661,794 3,925,725 263,93 ]
-(3,405,644) (3,925,725) (520,981)
256,] 50 (256, ] 50)
EXCESS (DEFIC!:E.NCY) OF REVENUES
OVER (UNDER) EXPENDITURES
OTHER FINANCING SOURCES (USES):
Operating transfeiS in
. Operating transfers out
Total other financing sources (uses)
EXCESS (DEFICIENCY) OF RE\!El\T{)ES AJ\TD
OTHER FINANCING SOURCES OVER (ill\TDER)
.EXPENDITURES Al\'D OTHER USES
FUN"D BALANCES AT BEGINl'HNG OF YEAR
(2,011,707)
8,814,945
(1,388,013)
8,814,945
623,694
RESIDUAL EQUITY TRANSFERS IN
RESIDUAL EQUITY TRANSFERS OUT
25,799
(25,799)
Ft.J~l) BALANCES AT Th'D OF YEAR
S 6,803,238
S 7,426,932
S 623,694
See n<:te_s to financial statem:nts.
(Concluded)
11
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN
RETAINED EARNINGS - PROPRIETARY FUND TYPE
..YEAR ENDED SEPTEMBER 30, 1998
Total operating expenses
Water & Sewer
Utility
.E1.ulll
$ 5,302,148
1,157,879
.367,861
1,129,282
1,170,766
3,825,788
1,476,360
244,022
(1,484,805)
376,942
(2,645)
1,000
(865,486)
. 610,874
2,200,093
$ 2,810,967
OPERATING REYENUES - User charges
OPERATING EXPENSES:
Salaries and benefits
Materials and supplies
Depreciation and amortization
Other operating expenses
OPERATING INCOME
NONOPERATING REVENUES (EXPENSES):
Interest income
Interest expense
Connection fees
Loss on disposal of fixed assets
Other
Total nonoperating revenues (expenses)
NET INCOME
RETAINED EARNINGS AT BEGINNING OF YEAR
RETAINED EAR1\TINGS AT END OF YEAR
See notes to financial statements.
12
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF CASH FLOWS-
PROPRIETARY FUND TYPE
YEAR ENDED SEPTEMBER 30,1998
Water & Sewer
Utility
.E.I.uli1
CASH FLOWS FROM OPERATING ACTlVITrES:
Operating income .
Adjustments to reconcile operating income to net cash provided by
operating activities:
Depreciation and amoI1ization
Changes in assets and liabilities:
Increase in accounts receivable
Decrease in due from other funds
Increase in inventories
:Increase in accounts payable
Increase in accrued liabilities
Decrease in due to other funds
Increase in customer deposits
.In,crease in accrued compensated absences
S 1,476,360
1,129,282
(86,005)
17,971
(148)
50,342
8;244
(62,202)
23,145
47,814
Total adjustments
1,128,443
Net cash provided by operating activities
2,604,803
CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES:
. Acquisition and construction of capital assets
Connection fees
Interest paid on revenue bonds
Principal payments on rc:venue bonds
Payment on utility agreement
(1,783,421)
376,942
(1,438,370)
(455,000)
(129,200) .
Net cash used in capital and related financing activities
(3,429,049)
CASH FLOWS FROM INVESTING ACTlVlTIES -
Earnings on cash, cash equivalents, and investments
Purchases of government securities and commercial paper
Sales of government securities and commercial paper
254,214
(1,650,773)
2,987,150
Net cash provided by investing activities
1,590,591
NET INCREASE IN CASH AND CASH EQUlV ALENTS
766,345
CASH AND CASH EQUIV ALENTS AT BEGINNING OF YEAR
2,695,513
CASH AND CASH EQUIVALENTS AT END OF YEAR
S 3,461,858
NONCASH INVESTiNG, CAPITAL, AND FINANCING ACTIVITIES:
During the year ended September 30, 1998, the City recorded as contributed capital utility system equipment donated by developers
tota1Tng-s329,351.
13
See no:es to financial statements.
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED SEPTEMBER 30,1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The City of Winter Springs, Florida (the "City") was estabIlshed by a special act of the Florida
Legislature and incorporated in 1959. The City is located in the c~ntral Florida county of Seminole. The
legislative branch ofthe City is composed ofa five-member elected Commission, which is governed by
the City Charter and by state and local laws and regulations. The City Commission is responsible for the
establishment and adoption of policy; the execution of such policy is the responsibility of the City
Manager appointed by the Commission.
The accounting policies of the City confonn to generally accepted accounting principles as applicable to
units of local governments. The following is a summary of the more significant policies:
a. Reporting Entity - The City is a stand-alone governmental unit. There are no organizations for
which the City is fmancially accountable or for which their nature and relationship with the City
would cause the City's fmancial statements to be misleading if excluded.
b. FundAccountillg - The accounts of the City are organized on the basis offunds and aCCO'.1nt
groups, each of which is considered a separate accounting entity. The operations of each fund are
accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities,
fund equity, revenues and expenditures, or expenses as appropriate. Government resources are
allocated to and accounted for in individual funds based upon the purpose for which the resources
are to be spent and the means by which spending activities are controlled. The purposes of the
: City's various funds and account groups are as follows:
Governmental Funds:
General Fund - The General Fund is the general operating fund of the City. It is used to
account for all financial resources except those required to be accounted for in another fund.
Special Revenue Funds - Special Revenue Funds are used to account for the proceeds of
specific revenue sources (other than major capital projects) that are legally restricted to
expenditures for specific purposes.
Debt Service Funds - The Debt Service Funds are used to account for the accumulation of
resources for the payment of generallong-tenn debt principal, interest, and related costs.
Capital Projects Funds- Capital Projects Funds are used to account for the portion of the
proceeds resulting from the Improvement Refunding Revenue Bond - Series 1993 and the
Subordinate Improvemept Revenue Bond - Series 1997. These monies are being used for the
a~quisition and construction of civic and recreational facilities, a police station complex, and
the renovation of City Hall.
14
Proprietary Fund:
Enterprise Fund - The Enterprise Fund is used to account for operations that are financed
and operated in a manner similar to private business enterprises where the intent of the City
Commission is that the costs (expenses, including depreciation) of providing services to the
general public be financed or recovered primarily through user charges. The City's
enterprise fund consists of a water and sewer utility.
Account Groups:
General Fixed Assets - The General Fixed Assets Account Group is used to account for the
fixed assets of the City, except those of the proprietary funds.
General Long-Tenn Debt - The General Long~Term Account Group is used to account for
the outstanding principal balances on any general or special obligation bonds, notes,
compensated absences, or other long-term debt of the City, except for long-term debt of the
proprietary fund.
c. Measurement Focus
Governmental Fund Types - General, Special Revenue, Debt Service, and Capital Projects Funds
are accounted for on a current financial resources measurement focus and the modified accrual
basis of accounting. Under the modified accrual basis, revenues are recognized when they
become measurable and available as net current assets. The City considers all collections within
one year of year end to be available, except property taxes, which are not available unless
. collected within sixty days. Revenues susceptible to accrual include emergency medical service
fees and investment earning;. Expenditures are generally recognized under the modified accrual
basis of accounting when the related fund liability is incurred, except for unmatured principal and
interest on most general long-term debt, which is recognized when due.
ProprietalY Fund Type - The Enterprise Fund is accounted for on the flow of economic resources
measurement focus and uses the accrual basis of accounting. Under this method, revenues are
recorded when earned and expenses are recorded when liabilities are incurred. The City has
elected not to apply Financial Accounting Standards Board Statements and Interpretations issued
after November 30, 1989, as permitted by Statement No.20 of the Governmental Accounting
Standards Board, Accounting and Financial Reportingfor Proprietary Funds and Other
Governmental Entities that Use Proprietary Fund Accounts.
Account Groups - The General Long-Term Debt and General Fixed Assets Account Groups are
concerned only with the measurement of financial position. They are not involved with the
measurement ofresuIts of operations. Long-term debt which is not intended to be financed
through the Proprietary Fund is accounted for in the General Long-Term Debt Account Group.
Fixed assets which are not used in Proprietary Fund operations are accounted for in the General
Fixed Assets Account Group.
d. Cas" and Cas" Equivalents - The City considers all highly liquid investments (including
restricted assets) with a maturity of three months or less when purchased to be cash equivalents.
e. . Investments - During the 1998 fiscal year, the City adopted GASB Statement No. 31, Accounting
and Financial Reportingfor Certain Investments and Exte1'l1al Investment Pools. As a result, all
investments are presented at fair value. This adoption had a minimal financial impact on the City.
15
The City Charter and bond resolutions authorize the City to invest in direct obligations of or
obligations guaranteed by the Department of Treasury of the United States of America, obligations
of specific federal agencies of the Unites States of America, bonds, notes, or other evidence of
indebtedness issued by the Federal National Mortgage Association or Federal Home Loan
. Mortgage CorPoration, secured repurchase agreements, bankers' acceptance, money market,
commercial paper, certificates of deposit, and the Local Government Surplus Funds Trust Fund.
All investments must be insured, registered, or held by the City or a trustee in the City's name.
.f. Receivables - .
(I) Property Taxes - UnderFloridli la;'v; the assessment of all properties and the collection of all
county, municipal, and school board property taxes are consolidated in the offices of the
County Property Appraiser and County Tax Collector. The laws of the state regulating tax
assessments are also designed to assure a consistent property valuation method statewide.
State statutes permit municipalities to levy property taxes at a rate of up to 10 mills. The
millage rate assessed by the City for the fiscal year ended September 30, 1998 was 3.6000
mills. .
Property taxes are billed and collected within the same fiscal period, and are reflected on the
modified accrual basis. Ad valorem taxes on property values have a lien assessment date of
January I, with the millage established during September. The fiscal year for which taxes
are levied begins October 1. Taxes are billed (levied) in November, with a maximum
discount available through November 30, and become delinquent April 1. During May of
each year, the certificates for unpaid taxes are sold by the County and the proceeds remitted
to the City. The City does. not recognize property taxes receivable. since related revenues are
appropriated in the subsequent fiscal year and amounts are not consiciered available for
current appropriations.
(2) Accounts Receivable - The Water and Sewer Utility Fund operating revenues are recognized
on the basis of cycle billings rendered monthly. Revenues for services delivered during the
last month of the applicable reporting period that have not bee.n read are accrued.
(3) Allowance for Doubtful Accounts - The City provides an allowance for water and sewer and
emergency medical transport accounts receivable that may become uncollectible. At
September 3D, 1998, this allowance was $159,650 for the proprietary fund and $22,500 for
emergency medical transport fees in the special revenue funds.
g. Invelttories - Inventories are stated at cost, which is determined on the first-in, first-out method.
Inventories .in the General and Enterprise Funds consist of expendable supplies held for
consumption. The cost is recorded as an expenditure at the time inventory items are used
(consumption method). Reported inventories within the governmental funds are offset by a fund
balance reserve which indicates that they do not constitute "available spendable resources" even
though they are a component of net current assets.
/z. Property, Plant al1d Equipme/lt-
(1) Property, plant and equipment purchased in the governmental fund types are recorded as
capital outlay expenditures at the time of purchase. Such assets are capitalized at cost or
estimated cost if purchased or constructed. Donated property, plant and equipment are
recorded at estimated fair market value at the date of donation. Assets in the general fixed
16
assets account group are not depreciated and do not have interest capitalized during
construction. Public domain("infrastructure"), such as roads, bridges, curbs and gutters,
streets and sidewalks, drainage systems, and lighting systems that are immovable and of
value only to the government are not capitalized.
(2) Property, plant and equipment of the Proprietary Fund Type are recorded at cost. Donated
property, plant and equipment are capitalized at their estimated fair market value at the time
received. Depreciation is provided using the straight-line method over the estimated useful
live.s of the various classes of depreciable assets as follows:
~ ~ -
~ Years
:
. , Utility System 30 years
Equipment 5 years
VehiCles 3 years
i. Ullamortized BOlld Costs - Costs associated with the issuance ofrevenue bonds are amortized
over the life of the bonds using the straight-line method of accounting, which approximates the
interest method. .
j. Accrued Compellsated Absellces - The City records an accrual for all governmental fund
compensated absences in the General Long Term Debt Account Group since accrued expenditures
are not budgeted and arho~nts accrued are not normally liquidated with expendable available
financial resources. The Proprietary Fund Type accrues compensated absences in the period they
are earned. '
k. Pellsioll Plall - During fiscal year 1998, the City adopted GASB Statement No. 27,
AccoU11tingfor Pensions by State and Local Governmeiltal Employers, which establishes standards
for the accounting and reporting of pension expenditures/expenses and related assets and liabilities
in the financial reports of state and local governmental employers.. This adoption had no financial
impact on the City.
L COlltributed Capital- Contributed capital, accounted for in the Proprietary Fund, represents the
estimated equipment costs incurred by customers and developers for connection to the City's
utility system. 'Depreciation expense on contributed fixed assets is reflected in the statement of
revenues, expenses, and changes in retained earnings.
lit. Ellcumbrances'- Encumbrances represent commitments related to unperformed contracts for
goods or serVices. Encumbrance accounting, under which purchase orders, contracts, and other
commitments for the expenditure of resources are recorded to receive that portion of the
applicable appropriation, is utilized in all governmental funds. Encumbrances outstanding at year-
end are reported as reservations of fund balances and do not constitute expenditures or liabilities
because the commitments will be honored during the subsequent year.
11. Budget alld Budgetary Accou1lting - Budgets are legally adopted for all of the City's Funds and
are prepared in accordance with generally accepted accounting principles, with the exception of
the Solid Waste Special Revenue Fund (see (8) below). The City follows the procedures set forth
below in establishing the budgetary data reflected in the financial statements:
17
(1) On or before July I st of each year, the City Manager submits a Proposed Budget to the City
. Commission for the fiscal year beginning the following October I st. The Budget includes
proposed revenues and expenditures, and a descriptio"n of capital activities for the ensuing
fiscal year.
(2) The City Commission .then holds infonnal workshops.. Each item in the budget .is thoroughly
discussed, and the public is invited to participate.
(3) On or before September 15th of each year, the public hearings are completed and the
Commission adopts the final budget and establishes the ad valorem tax millage.
(4) The budget may b~ fonnally amended by City Commission at any time.
.(5) The City Manager is authorized to transfer budgeted amounts between accounts within a
department. At any time during the fiscal year, the City Manager may transfer pan or all of
any unencumbered appropriations among programs within one department.
(6) Appropriations lapse at the end of the fiscal year. Certain supplemental appropriations were
necessary during fiscal year 1998.
(7) Budgeted appropriations may not be exceeded at the fund level. However, in fiscal year
1998, actual expenditures exceeded budgeted appropriation!; in the Solid Waste Fund and the
ElectricPranchise Fee .Fund by minor amounts (54,203 and $3,073, respectively).
Additionaliy, expenditures exceeded budgeted appropriations in the Transportation
Improvement Fund by S77,233 due to timing differences (the expenditures were budgeted in
fiscal year 1997, but not actually incurred until fiscal year 1998).
(8) Actual amounts on the Combined Statement of Revenues, Expenditures and Changes in Fund
Balances - Budget and Actual - All Governmental Funds are presented on a budgetary basis
except for the Solid Waste Special Revenue Fund. The budgetary-basis for Special Revenue
Funds differs from presentation in accordance with generally accepted accounting principles
as follows:
Revenues Expenditures
GAAP basis $3,964,037 $ 1,743,567
Pass through costs collected
and remitted as agent 1,155,922 1.155,922
Non-GAAP budgetary basis $5,119,959 $ 2,S99,489
o. Total Columns on Combined Statements - Total columns on the combined statements are
captioned "Memorandum Only" to indicate that they are presented only to facilitate financial
analysis. Data in these columns do not present financial position or results of operations in
conformity with generally accepted accounting principles. Neither is such data comparable to a
'cons~lidation. Interfund eliminations have not been made in the aggregation of this data.
18
2. CASH, CASH EQUIVALENTS Al\T))iNVESTl\lENTS
The City's demand deposits and certificates of deposits at September 3D, 1998 are covered by Federal
Depositorylnsurance or the State of Florida collateral pool. The State of Florida collateral pool is a
multiple financial institution pool with the abilitY to ass'ess its members for collateral shortfalls if a
member institution fails.
Investments are presented at fair value, and are categorized in the following table to give an indication of
the level ofrisk assumed by the City at September 30, 1998. Category 1 includes investments that are
insured or registered for which the securities are held by the City or its agent in the City's name.
Category 2 includes uninsured and unregistered investments for which the securities are held by the
counterparty's trust department in the City's name. Following are the City's investments at
September 30, 1998:
Risk Risk
Cateoory 1 Category 2 Total
Overnight repurchase agreements $ $ 3,883,784 . $3,883,784
Commercial paper 986,299 986,299
U.S. Government Treasury Bills 2,109,055 2,109,055
U.S. Government Agencies 500,125 500,125
Total $ 1,486,424 $ 5,992,839 $7,479,263
Cash, cash equivalents and investments are presented on the combined balance sheet as follows:
Unrestricted.
Cash and cash equivalents
Investments
$ 5,186,662
3,362,764
Restricted
C~sh and cash equivalents
Investments
2,7~2,494
2,665,604
Total
$ 13,977,524
Total investments categorized above
Total deposits
$ 7,479,263
$ 6,498,261
19
3. INTERFUND BALANCES
Individual fund interfund receivable and payable balances at September 3D, 1998 are a.s follows: .
Due From. Due to
Other Funds Other Funds
General Fund
Special Revenue Funds
Enterprise Funds
$ 82,940
195,437
279
$ 13,223
37,675
227,758
$ 278,656
. $ 278,656
4: IlROPERTY, PLANT Al'\TJ> EQUIPMENT
Following is a summary of the changes in Proprietary Fund Type property, plant and equipment for the
year ended September 3D, 1998:
Balances Balances
October I, September 30,
ill1 Additions Deletions 1m
Utility system S 29,538,641 S 1,124,957 S 6,472 530,657,126
Office building 637,546 637,546
Office furniture and equipment 764,962 107,409 92,270 780,101
Vehicles 443,729 72,836 28,740 487,825
Land 4,383,591 25,471 4,409,062
Construction in progress 600,453 1,704,284 913,393 1,391,344
. Total 36,368,922 3,034,957 1,040,875 38,363,004
Less accumulated depreciation (8,011,202) (1,109,797) ( 116,049) (9,004,950) .
S 28.357,720 S 1,925,160 $ 924,826 S 29,358,054
20
Following is a summary of changes in the General Fixed Assets Account Group for the year ended
September 30, 1998:
Balances Balances
October J, September 30,
lli1 AdditIons Deletions 1m
Land S 2,329,194 $ 3,467,202 S S 5,796,396
Buildings 2,643,816 2,529,322 5,173,138
Furniture and equipment 1,90 I ,499 405,931 378,105 1,929.325
Vehicles 1,648,058 193,799 91,993 1,749,864
Stormwater system 5,640,702 5,640,702
Park and recreational facilities 2,516.296 35,416 7,929 2,543,783
Construction in progress 2,202.107 479,938 2,392,512 289,533
S 18,881,672 S 7,111,608 S 2,870,539 S 23,122.741
5. LONG-TERM DEBT
a. Cluinges ill General Long-Term Debt - Following is a summary of changes in general long-term
debt for the year ended September 30, 1998:
BaJan(tI Bahners
O(lobrr I, Srpl,,.,,bcr 30,
llll A ddlrlo", D,J,tlnnt ~
lmpr,)vemenl Refunding Revenue Bonds:
Series 1989 S 2,575,000 S 2,875,000
Series 1993 9.150,000 275,000 8,875,000
1mpro,'emenl Revenue Bonds, Series 1997 575,000 575,000
Accrued compenul<d absences 246,228 97,092 343,320
TOlal S J 2,846,228 S 97,092 S 275,000 S 12,668,320
b. Improvement Refunding Revenue Bonds and Improvemellt Revenue BOllds - The major
provisions of the resolutions authorizing Improvement Refunding Revenue Bonds and
Improvement Revenue Bonds are as follows:
(1) Establishment and maintenance of various funds,
The Debt Service Fund records all the debt service requirements of the issue, and includes
the sinking fund and reserve accounts.
(2) Restriction on the use of cash in order of priority.
(a) Payment of current debt service requirements.
(b) Payment of reserve requirements up to the maximum ofS468,922 and $888,121 for the
Series 1989 and 1993 bonds, respectively.
(c) Any remaining revenue can be used for any lawful purpose.
21
(3) Early redemption.
The bond resolutions provide for the City's optional early redemption of outstanding bonds
at call rates varying from 100% to 102% of the instrument's face value plus accrued interest,
depending on the call date. The redemption period begins on October 1, 1998 for the Series
1989 and Series 1997 bonds, and October 1,2004 for the Series 1993 bonds.
(4) Investment restrictions.
Debt Service Fund and Excise Tax Fund monies may be invested in authorized investment
securities which mature not later than the dates on which the monies on deposit will be
needed for the purpose of such fund. Reserve Account monies may be invested in securities
maturing not later than five years from the date of their deposit into the Reserve Account. .
(5) Pledge ofrevenues.
The bonds and related interest are payable solely from and collateralized by a lien on the
Public Service Tax that the City is entitled to levy on certain utility sales and Franchise Fees
levied by the City for a 30-year electric franchise granted by the City in 1984. ..
The Improvement Refunding Revenue Bonds consisted of the following at September 30,
1998:
Principal
B.I.nce
Inr.rul OUlsl.ndinl: 2t
R.les and . Orll:in~1 . ~.pr.mb.r 3D,
llilll M.at.u.ti.tx A.m.aJm1 l.lli
Improvement Refunding Revenue
Bonds - Series 1989 7.10%-7.45% 10/1198 -
(4/1 & 10/1) 10/1114 .' S {~20,OOO S 2,875,000
Improvement Refunding Revenue
Bonds - Series 1993 3.90%-5.5% 10/1198 -
(4/1 & 1011). 10/1/18 'S 9,365,000 8,875,000
Subordinate Improvement Revenue
Bonds - Series 1997 4.89% 1011198 - S 575,000 575.000
(4/1 & 10/1) 10/1102
Totai S 12,325,000
_.
Water altd Sewer ~efultdiltg Reveltue Boltds and Water altd Sewer ~elJelllle Bonds - The major
provisions of the resolutions authorizing the Water and Sewer Refundil1g Revenue Bonds and
Water and Sewer Revenue Bonds are as follows: .
. .
(1) .. Establishment and maintenance of various funds.
. (a). . The Revenue Fund records all gross revenuesderived from operation of the utility.
22
(b) The Debt Service Fund (including principal, interest, and redemption accounts) records
all monies to meet current debt service and reserve requirements.
(c) The Sewer Renewal and Replacement Fund records monies for paying the cost of
extensions, enlargements, additions, or replacement of capital assets of the utility.
(2) Restrictions on the use of cash from operating revenue in order of priority.
(a) Transfer of developer agreement payments into a Developer Agreement Payments.
Account (see Note 9).
(b)
(c)
(d)
Payment of current operating and maintenance expenses.
Payment of current debt service and reserve requirements.
Payments to Renewal and Replacement Funds at one-twelfth of 5% of gross revenues
received in the preceding fiscal year, until the amount on deposit equals or exceeds:
· Five percent of gross revenues of the preceding fiscal year attributable to the west
utility plant.
(3) Early redemption.
Early redemption is provided for at a call rate varying from 100% to 102% of the face
amount of the bonds.
(4) Investment restrictions.
Water and Sewer Refunding Revenue Bonds, Series 1991:
(a) The Revenue Fund and the Debt Service Fund may invest in investment securities
which mature not later than the dates on which the monies on deposit therein will be
needed for the purpose of such fund.
(b) The Renewal and Replacement Fund may invest in investment securities with no more
than five years maturity.
(c) The Reserve Account of the Debt Service Fund may invest in investment securities
which mature no later than the last maturity date of the bonds.
Water and Sewer Refunding Revenue Bonds, Series 1992 and Water and Sewer Subordinate
Rev(~nue Bonds, Series 1997:
Monies in any fund or account may be invested in investment securities which mature no
later than dates on which the monies will be needed for the purpose of such fund or account.
(5) Pledge of revenues.
The bonds are payable solely from and collateralized by the net revenues of the system. Net
revenues include all rates and charges received from customers, connection reservation fees
,
23
and interest or investment income, less costs for operation and maintenance of the systems.
In addition, for the Water and Sewer Revenue Bonds, new revenues include amounts
received under a certain 10-year developer agreement (see Note 9).
The Water and Sewer bonds consisted of the following at September 30, 1998:
Principal
Balance
Inlerest Outstanding at
lUtes and Original September 30,
D~cri[)tlon ~ MAturi.b: Am.2wl1 1m
Water and Sewer Refunding 5.75%..6.75%
Revenue Bonds. Series 1991 (4/1 & lOll) 1011193-1011121 S 6,915,000 S 6,295,000
Less original issue discount. net
of arrortization (137,190)
6,915,000 6,157,810
Water and Sewer Refunding 4.55%..6.125%
Revenue Bonds .. Series 1992 (411 & 1011) 1011198-411120 16,015,000 15,Q25,CXlO
less original issue discount. net
of Irrortization (136,633)
16,015,000 14,888,367
Subordiilate Water and Sewer
Revenue Bonds - Series 1997
5.18%
(4/1 & 1011)
1011193-1011107
3,025,000
3,025,000
Less current portion
24,071,177
(715,000)
s
25,955,000
S 23.356, 177
24
d. Defeased Debt - Defeased bonds, for which investments are held in escrow for payment of
principal and interest and for which the investments and liability have beeri removed from
the City's balance sheet, were as follows at September 30, 1998:
Otieina) Issue Date
Description
Gnaal Long-TennlX:bt:
Mly 1, 1984
Irrproverrent Revenue Bonds -
Series 1984
M1y 1, 1989
Irrprove:xrrnt Refunding Revenue
Bonds.; Series 1989
Proprietary Fund:
Septerrber 1,1984
\\~er and &\\er Revenue Bonds -
Series 1984
April I, 1m
\\~er and &\\er Re\'enue Bonds -
Series 1m
AImunt
Originally
Issued
. $ 3,505,ero
4,980,ero
$ 8,485,ero
$ 5,035,ero
12,300,ero
$ 17,335,ero
Principal
Balance
<Attstanding at
Septerrber 30,
1998
$ BO,ero
4,980,ero
$ 5,llO,ero
$ '220, ero
1l,695,ero
$ 11,915,ero
e. Obligation Ultder Utility Agreement - In connection with the City's acquisition of the assets of
Seminole Utility Company during fiscal year ended September 3D, 1990, the City entered into an
agreement with the seller whereby the City is obligated to pay the seller for future connections to
the east utility plant, up to a maximum of $4,967,020 over a period of 15 years. The obligation
was included in the original purchase price of the east utility plant during the fiscal year ended
September 30, 1990.
As connections under the agreement are made, funds received are deposited in a segregated
account for payment to the seller on April 30 of the following year. At September 30, 1998,
outstanding balances were as follows:
Total obligation
Less current portion (connections made under the
agreement for which cash and investments are
restricted at September 30, 1998)
Long-term obligation at September 30, 1998
25
$ 838,376
(78,000)
$ 760,376
f. A1I1lua/ Requirements to Maturity - The annual debt service requirements to amortize all bonded
debt of the City as of Septembe; 30, 1998 are as follows.:
c-nJ J.ae- Term DdlI [r(avb< F\nd
~ ~ ~ "...rald S.- \\loUr and X- II..... an:! X-
~ R<NdrC ~ Mrdre Rcfi.rdrc s.t.cnEnau
fboI V... !l<\auo Bcn:Ir" ~Bcn:Ir" ~ Il<rds, Il<-....., Ibrdl, ~ Il<rds, . ~ Il:rds, TDbI.....-....r
~ ScricI15IIl9 ScricIIS9J ScricII9'17 Series 15'91 Series J.992 . Sai<s 1597 nbc Scnb
~ 1'rllli:l:I:lI In:.cJ:t ll:!od::cI X- Jijl$J III!I:aS r.dlxlIJll l.al=l ll:lldpaJ X- lrlni:!l1lI X- ~
1m S 212.13) S 2S5,0::0 S <<893 S I~O::O S 25,5.S0 S 115,C(l) S en,l41 S :lOO,O::O S ES.I.721 S 2~0::0 SI~ S ).l!:!.rn
ZXO ;w.a:o XI!.m 45,0::0 4f7,B72 110.0::0 2ll,29ol 12S,C(l) m,&:S )75,0::0 865,971 2S:I,0::0 ul.m l.Z!.USll
JXlI T/!.ct1J 1D,821 (S,O::O ~,Im 115,0::0 1~i92 U5,CO:I J91,~12 395,0::0 Sl5,7Sl 265,0::0 117.586 3,2:S,I67
:ml ~a:o 1<S:!.937 45,0::0 4U,7.U 1:ll,0::0 9.00 140,0::0 3S2,7.U Cll,0::0 !!3,946 2lll.0::0 1<13.Cl!2 ).m.m
2Xll 31 S,a:o I~ 3),0::0 ~1,~:!2 125,0::0 ),055 IlO.O::O 37.1,ZS:! 410,0::0 9Xl.7.!7 290,0::0 E8.0c,0 3;l16,915
:D)I JJS.a:o 116,317 SS,O::O 4lI. 7(s .135.0::0 J6J,3<53 465,0::0 7i6,QS9 lOS.OCO 72.:l61 3,($1,7-15
:ms J5!.0::0 lO,~11 ss,o::o 4J~ 170,0::0 3S2.312 m,o::o 7~9,4:!9 m.o::o SS.05 3,Cll!.Z
2IXlS 3;r.).0::0 6l:s1 ro.o::o 4Jl!lS:l . 1$:l,0::0 J.lO.ll;B 5:ll,0::0 ~S02 }lQ.0::0 37.m ),<Sl.I.:il
:rm o:.a:o 3l4JI ro.o::o C1.IIJ llO,O::O :t:!,037 Sl5,O::O 689,}.'9 355,0::0 19.C5 3,~.lll2
:lX8 21S,o:n U!:l 290,0::0 Cll,~ JXl.0::0 31$.031 $:),0::0 ~5,S71 J75,0::0 3,059.915
2X9 . SlS.0::0 19S, i05 riJ,O::O 300,737 615,0::0 619.71. 2,6;9.1S7
:lOIO S75,0::0 :l9,)OS ZlS,OCO 2ll6.J1J 650,0::0 $1,131 2.6!I6,S3)
:llll - 6:l5,0::0 :l:SJ3I. ~.lS,0::0 2'70,1&1 fOO,a:o SlQ.261 2.6S!l.779
3112 6lo:\0::0 X:5,6S1 ;w.o::o 2SJ,61J 7J5,0::0 GS.759 2,61!6.0Sl
:!l1J 6lO.0::0 :!7I;ll1l 2SJ,o::o 2l5,4U 7lIll,0::0 43),.$1 2,6&1,159
:!ll. ?OS,O::O Zl-l.:!SI :ss.o::o 215,2ll1 ~o::o 0(11.341 2.~
:!lIS >45,0::0 194.m 310.0c0 1~0S7 S75,0::0 ),,'9)71 2.Et9.m
3:116 iES,0::0 1S2,JJ7 ~o::o 173.138 9:lO,0::0 :94.0::0 2,6J4.475
3:117 ~o::o 110.0::0 :lOO,O::O l'tEJ7 S9J,0::0 2lUD 2.crl,Cl7
3:111 170,0::0 67.5XJ lSS,0::0 112.13) 1,03:>.0::0 172:725 2.6:iS,07S
3:119 91S,0::0 . !l,S7S '10.0::0 9S.17S 1,IIS.a:o los.422 2,6$l,(J2
:!:i:'ll 410,0::0 6S,47S 1,IIll.a:o 72;/75 1,757,73)
lOll m,o::o JJ,7~ SJ),73)
:m2 - . - . - - ~ . . -. - Sll,0::0
- - - - - - - - - -
~ S 1.212.253 ~ S6,ts<S.476 ~ ~ ~ S6.~.9T.! S 15.02S.0::0. ~ ~ S-J6'I.D3 S 6).763.~1
-
6. CONTRIBlJTED CAPITAL
Contributed capital recorded in the Enterprise Fund at September 30, 1998 includes Contributions in Aid
of Construction (CIAC) and utility system equipment donated by customers and developers. CIAC
represents advances made to the west utility plant by its customers and developers prior to its acquisition
by the City on October 6, 1984. The City records as contributed capita:! equipment donated by
developers upon physical connection to the water and sewer system. Changes to contributed capital
during the year ended September 30, 1998 were as follows:
Balance at September 30, 1997
Equipment donated by developers for Water and Sewer connections
$ 6,96t,273
329,351
Balance at September 30, 1998
$ 7,290,624
7. PENSION PLANS
Effective October 1, 1997, the City adopted a Defined Benefit Plan and amended and restated its Money
Purchase Pension Plan and Trust, integrating the two plans for purposes of providing minimum projected
retirement benefits (referred to as a "floor-offset").
26
Under a floor-offset, the projected monthly benefit being provided to the participant under the Money
Purchase Pension Plan and Trust is compared to the anticipated projected monthly benefit using the
Defined Benefit Plan formula's minimum benefit, or 2% per year of service up to a maximum of 30
years, subject tei certain dollar limitations depending on age at time of retirement. If there are
insufficient funds in the Money Purchase Pension Plan and Trust to provide the minimum benefit, then
the Defined Benefit Plan will provide the difference between the minimum benefit and the projected
monthly benefit provided by the Money Purchase Pension Plan and Trust. Following are descriptions of
the City's Money Purchase Pension Plan and Trust and Defined Benefit Plan.
a. Employee 401(a) Pension. Plan -
Plan Description: The City maintains a single employer, defined contribution plan (Money Purchase
Pension Plan and Trust) which was adopted in August 1993, and amended and restated on October 1,
1997. This is a tax-qualified plan pursuant to Section 401 (a) of the Internal Revenue Code, and is
administered by an oUJside party acting as agent for the City.
Benefits are established by the Board of Trustees of the Money Purchase Pension Plan and Trust, and
may be amended by resolution of the City Commission. Prior to the plan amendment, employees were
eligible. to participate in. the plan. after one full year of service proVided they worked at least 1,000 hours
within the 12-month period. As.a result of the plan amendment, employees hired on or after June 1,
.1997 are eligible to participate in the plan on the first day of the month immediately following the date
six months after commencement of employment. Employees hired prior to June 1, 1997 are eligible to
participate in the plan on the earliest of: (1) the first day of the plan year following satisfaction of the one
year of service requirement, or(2) t~e first day of the sixth month following satisfaction of the one year
of service requirement.
After three continuous years of employment with the City, the amount credited to the contribution
account of an employee shall vest according to the completed number of employment years preceding
the date of termination. After three years of continuous employment, a member is 20% vested,
. increasing by 20% each year thereafter to a maximum of 100%. Prior to the plan amendment, members
.Were 40% vested after four continuous years, increasing by 10% for every year thereafter to a maximum
" of 100%~. The plan permits withdrawals for retirement, tennination, and disability but does not allow
. piuiiCip~nts to borrow against their accounts.
Funding Policy: Prior to the plan amendment, the City was obligated by the plan document to make a
contribution equal to at least 7% of the annual compensation of each member of the plan. The plan
amendment modified this obligation to at least 4% of the annual compensation of each member of the
plan. Additionally, it is the policy of the City to fund pension costs in installments equally divided
among the employee pay periods.
Prior to the plan amendment, employees contributed 1% of their gross pay to the plan. The plan
amendment modified the employees' contribution rate to 2% of gross pay.
For the year ended September 30, 1998, the employers' contribution was $208,160 and employee
contributions were $104,080.
27
h. Defilled Bellefit Plall -
Plan Description: Effective October I, 1997, employees of the City participate in a defined benefit,
single-employer retirement plan (the "Defined Benefit Plan"), formed by agreement between the City
and the Board of Trustees of the City of Winter Springs ("Board of Trustees"). The Board of Trustees is
comprised of five voting members appointed by the City Commission, and the City Manager and Mayor,
who are non-voting members. All City employees are eligible to participate in the plan on the first day
of the month immediately following the date six months after commencement of employment.
Employees who have reached the age of 65, or have reached the age of 55 and have completed at least 1 0
years of service, are entitled to a retirement benefit payable monthly for life, equaHo 2% .of their average
compensation multiplied by their years of service at age 65 up to amaximum of 30 years, sl:bject to
certain dollar limitations depending on age at time of retirement. Average compensation is the average
of the three highest consecutive paid compensation periods, which is the l2~month period ending on the
last day ofthe plan year. Employees who have at least 25 years of-credited service may also elect to
retire prior to reaching age 55 and receive reduced retirement benefi,ts. . . .
.
. Benefits are established by the Board of Trustees of the Defined Benefit Plan, and maybe amended by
resolution of the City Commission. The Defined Benefit Plan is administered by an outside party acting
as agent for the City. Participants are credited with units of benefit credit for hours of service. worked in
a plan year. Benefits fully vest upon reaching seven years of service (incllldingpast serVice prior to the
adoption of the Defined Benefit Plan), upon reaching normal retirement age of 65, or upon separation of
service resulting from death, disability, or eligibility for an early retirement pensio,n. The Defined
Benefit Plan does not issue a stand-alone financial report.
Funding Policy: The City is oblig~ted to contribute to the Defined BenefifPlan in accordance with
actuarially determined contributions; there is no requirement for employees to contribute to the Defined
Benefit Plan. The City's actual contributions to the Defined Benefit Plan for the year ended September
30, 1998 were $356,463, which was equal to the required contribution and annual pension cost for the
fiscal year as determined by the October 1, 1997 actuarial valuation. Therefore, no pension asset or
liability exists at September 30, 1998 as determined in accordance with GASB Statement No. 27. Plan
forfeitures are used to reduce the City's contributions for future plan years.
The annual required contribution for fiscal 1998 was determined as part of the October 1; 1997 actuarial
valuation using the entry age actuarial cost method with frozen initial liability for past service benefits
earned prior to the adoption of the Defmed Benefit Plan. The actuarial assumptions included (a) a 3%
inflation rate, (b) 8% investment rate of return, (c) projected salary increases of 3% per year, and Cd) no
benefit increases after retirement.
28
REQUIRED SUPPLEMENTAL INFORMATION
Schedule of Funding Progress
yaluatlon Date. October 1. 199(
Actuarial value of plan assets
Actuarial accrued liability
Unfunded actuarial liability
Actuarial value of assets as a percentage
of the actuarial accrued liability .
Annual covered payroll. .
Ratio of the unfunded actuarial liability to
annual.covered payroll
$
$1,661,277
$1,661,277
N/A
$ 5,262,016
31.6%
The unfunded actuarial accrued liability is being amortized as a level percentage of projected payroll on
an open basis. The remaining amortization period at September 30,1998 is 39 years.
8. DEFERRED COMPENSATION PLAN
All employees of the City may voluntarily elect to participate in one of two available deferred
compensation plans created in accordance with Internal Revenue Code Section 457. The plans are
administered by Public Employees Benefits Service Corporation (PEBSCO) and ICMA Retirement
Corporation. The plans perr.it participants to defer a portion of their salary until future years. The
deferred compensation is not available to employees until termination, retirement, death, or
unforeseeable emergency.
In fiscal 1998, all assets in the deferred compensation plans were held in separate trusts in accordance
with section 1448 ofthe Small Business Jobs Protection Act of 1996. As a result, such amounts are no
longer subject to the claims of the City's general creditors and deferred compensation plan assets are not
presented on the balance sheet at September 30, 1998.
9. DEVELOPER AGREEMENT
.In connection with the City's April, 1990 acquisition of the east water and sewer utility assets from
Seminole Utility Company, the City entered into a 10-year agreement with a major local developer.
Under this agreement, the City guarantees the availability of 1,500 equivalent residential water and sewer
connections (ERC's). In return, the developer is obligated to pay an annual fee of $256 per ERC not
used, due to the City until the earlier of when used or until April 30, 1999. The agreement may be
extended to April 30, 2004 at the option of either party.
29
10. YEAR 2000 ISSUE (UNAUDITED)
The year 2000 issue is the result of shortcomings in many electronic data processing systems and other
electronic equipment that may adversely affect operations in the year 1999 and beyond. This situation
mainly stems from many such systems and equipment using only a two-digit year in their date fields,
This could result in inaccurate data processing or bring to a halt the processing of data altogether.
The City has identified all of the systems that are critical to its operations in order to ensure that these
systems will be year 2000 compliant The remediation stage of the plan, whereby systems and
equipment changes are made, is currently in progress, and validation and testing of such changes will be
performed and completed by the third quarter of 1999 t.o ensure that the City is year 2000 compliant in
all applications, operating systems, and computer equipment However, because of the unprecedented
nature of the year 2000 issue, its effects, and the success of related remediation efforts will not be fully
determinable until the year 2000 and thereafter. Management cannot assure that the City is or will be
year 2000 ready, that the City's remediation efforts will be successful in whole or in part; or that parties
with whom the City does business will be year 2000 ready.
As of September 30, 1998, the City had no contracted amounts with outside parties to make its
equipment or personal computer hardware and software compliant for year 2000 issues.
11. RISK MANAGEMENT
The City is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets;
errors and omissions; and natural disasters for which the City purchases commercial insurance through
the Florida League of Cities. There have been no significant reductions in insurance coverage during the
current year. For the past three fiscal yearS, settlements have not exceeded the amount of the City's
insurance coverage.
* * ""1"" *
30
THIS PAGE INTENTIONALLY
LEFT BLANK
APPENDIX D
SPECIMEN MUNICIPAL BOND NEW ISSUE INSURANCE POLICY
THIS PAGE INTENTIONALLY
LEFT BLANK
APPENDIX E
FORM OF OPINION OF BOND COUNSEL
Municipal Bond Insurance Policy
Ambac Assurance Corporation
c/o CT Corporation Systems
44 East Mimin Slreel, Madison. Wisconsin 53703
Aclminisrcarive Office:
One State Street Plaza. New York. New York 10004
Telephone: (212) 66H-0340
Ainbac
Issuer:
Policy Number:
Bonds:
Premium:
Ambac Assurance Corporation (Ambac) A \X1isconsin Stock Insurance Company
in consideration of the payment of rhe premium arid subject to the terms of this Policy, hereby agrees to pal' to United States Trust Company
of New York, as trustee, or its successor (the "Insurance Trustee"), for the benefit o[Bondholders. that porcino of the prin. I of and interesr
on the above-described debt obligations (the .'Bonds") which shall become Due for Payment bur shall be unpaid by reaso of onpayment by
the Issuer.
Ambac will make slIch payments to the Insurance Trustee: wirhiri one (l) business day- following norifiGltio" H
a Bondholder's presenration and surrender to the Insurance Trustee of such unpniJ Bonds or appurrenan u
form and free of any adverse claim', the Insurance Trustee will disburse to the Bondholder the face ar nt p cip
rhen Due for Payment but is unpaid. Upon such disbursement, Ambac shall become the owner the rrender
shall he fully subrogared ro all or rhe Bondholder's righr ro payment.
In cases where the Bonds are issuable only in a form .whereby principal is payable to re~' re( Bon
Trllstt't' shall disburse principal to a Bondholder as aforesaid only upon presentatiun an .lInen er t the Ir .
uncanceled and free of any advt'rse claim, toljt'thu with an instrument of assignmc ,in fo sa 'sfac ry the
execured by rhe Bondholder or such Bondholder's dull' authorized represent a . e, so as 0 mit )WI rshi of s Bond ro be registered in
the name of Ambac or its nominee. In cases where the Bonds are issuable y in.. orm .he ( 'ie 'res is p le ro registered Bondholders
or their assigns, the Insurance Trustee shall disburse interest (Q a Bon ho er as afo i( on' )on res urion to the Insurance Trustee of
proof that the claimant is the person cnrided to the payment of in .s n t e B an( -li\. ry cI Insurance Trustee of an insuumenr of
assignment. in form sarisfactory to the Insurance Trustee, duly exe -utee )' e c 1 m Bo .Iho er or such Bondholder's duly authorized
represenlarive. transferring to Ambac all rights under sue ro cei\ rh inte St re err of which tht insurance disbursemenr waS
mode. Ambac shall be subcogared ro alllhe Bondhold rightS to ay iSle .d Bl nds co the exrenr of rhe insurance disbursementS
so made.
In the.:: event the trustee or paying ~lgent for th UOIl< h.
for Payment and which is made to a 80 0 r 0
rhefecofore recovered from its n:gistere wn
of a COllrt of competent jurisdictio uch
funds are not orherwise available.
other th:1n the Issuer who, at the time of Nonpayment. is the owner of a Bond or of
S t ed f'rein," ue r Payn'1t."llr", whr:n rcft."rring to the principal of bonds. is when the srated maturity
ica' 1 of a required sinking fund installment has been reached and dot'S nut refer to any
ason call for redemptiun (other than by application of required sinking fund installments).
en f matun ,. nd, when referring to interesr on the Bonds, is when the stated date for payment of interest
In, "Nonpayment" means the failure of the Issuer to have pro\'idcd surficienr funds to the paying agelH for
ful of all fI cipa f and interest on the Bonds which are Dut for Paymenr.
The reOlium on this Policy is nOt refundable fOf any reason. including payment of the Bonds prior to maturity.
a st loss of any prepayment or othet acceleration pa}'lnent which at any time may become Jue in respect of any
ie option of Ambac. nor against any risk other than Nonpayment.
at" has caused this Policy to bt affixed with a facsimile of its (OCpOfat(. seal and to be si,gncu by its duly alHhori~ed
officers in t 0 become effeCtive as its original seal and signatures and binding upon Ambac by virtue of the couI1t(-rsignature of its duly
authorized representative.
en of principal of or interest on a Bond which has bl'come Due
)f t cis. r of the Bonds has been deemed a preferential transfer and
he Unit IS 1t'{:S Bankruptcy Code in accordance with a final, nonappealable order .
'nti ed to payment from Ambac to rhe exteIH of sllch recovery if sufficient
~~
..~~~~~
, .~'tOILPOR4";"'!~'
1<"'" ~ ".,...
,.r.... ......,....
,:f SEAL ',0'
, I :"
. : : ,
.. . . i
t. \... . .....'j
" .....~'JCO,,~~..... .
, ......-.. .
",......
~jJL IJ fkfi-
President
Secretary
Efreniv. Date:
Authorized Rc:presemativt'
UNITED STATES TRUST COMPANY OF NEW YORK acknowledges lhal il
has agreed to perform rhe duties of Insurance Trustt:c under this Policy.
$C!dtd411 U/ ~
Form No.: 66-00Uj eN!)
A-
Authorized Omcer
CARLTON FIEL'DS
ATTORNEYS AT LAW
CITRUS CENTER
255 S. ORANGE AVENUE. SUITE 1600
ORLANDO. FLORIDA 32801-3488
MAILING ADDRESS:
P.O. BOX 1171. ORLANDO. Fl32802-1171
TEl. (407) 849-0300 FAX (407) 648-9099
Upon delivery of the Series 1999 Bonds in definitive form,
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Bond
Counsel, proposes to render its opinion with respect to such Series
1999 Bonds in substantially the following form: ,
(Date of Delivery)
City Commission
City of Winter Springs, Florida
$
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999
Ladies. and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the City of Winter
Springs, Florida (the "Issuer") of its $ Improvement Refunding Revenue Bonds,
Series 1999 (the "Series 1999 Bonds"), pursuant to the Constitution and laws of the State of
Florida, including particularly Chapter 166, Part II, Florida Statutes, the City Charter and other
applicable provisions of law (collectively the "Act"), and Resolution No. 615 of the Issuer
adopted on May 1, 1989, as amended and supplemented, and particularly as supplemented by
Resolution No. _ of the Issuer adopted on June _, 1999 (collectively the "Resolution"). Any
capitalized undefined term used herein shall have the same meaning as such term has under the
Resolution.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the Resolution and in the certified proceedings and other certifications of
public officials furnished to us, without undertaking to verify the same by independent
investigation.
Reference is made to the opiniol1 of even date herewith of Kruppenbacher & Associates,
Counsel to the Issuer, on which we have solely relied, as to the due creation and valid existence
of the Issuer, and the due adoption of the Resolution and other resolutions of the Issuer.
CARLTON. FIELDS. WARD. EMMANUEL. SMITH & CUTLER. P.A.
TAMI'A
ORLANDO
I'ENSACOLA
TALLAHASSEE
WEST I'ALM IIEACH
ST.I'ETERSBURG
MIAMI
In addition to the foregoing, we have examined and relied upon such other agreements,
certificates, documents, representations and opinions submitted to us, including certifications and
representations of public officials and other officers and representatives of the various parties
participating in this transaction, as we have deemed relevant and necessary in connection with
the opinions expressed below. We have not undertaken an independent audit, examination,
investigation or inspection of the matters described or contained in such agreements, certificates,
documents, representations and opinions submitted to us and have relied solely on the facts,
estimates and circumstances described and set forth therein.
In our examination of the foregoing, we have assumed the genuineness of the signatures
on all documents and instruments, the authenticity of documents submitted as originals and the
conformity to origi~als of documents submitted as copies.
The scope of our engagement in relation to the issuance of the Series 1999 Bonds has
been limited solely to the examination of facts. and law incident to rendering the opinions
expressed herein.
This opinion should not be construed as offering material or an offering circular,
prospectus or official statement and is not intended in any way to be a disclosure statement used
in connection with the sale or delivery of the Series 1999 Bonds. Furthermore, we are not
passing on the accuracy or sufficiency of any CUSIP numbers appearing on the Series 1999
Bonds. In addition, we have not been engaged to and, therefore, do not express any opinion as to
compliance by the Issuer with any federal or state statute, regulation or ruling with respect to the
sale and distribution of the Series 1999 Bonds.
Neither the Series 1999 Bonds nor the interest and premium, if any, payable thereon shall
constitute a general obligation or general indebtedness of the Issuer within the meaning of the
Constitution and laws of Florida. The Series 1999 Bonds and the interest and premium, if any,
payable thereon do not constitute either a pledge of the full faith and credit of the Issuer or a lien
upon any property of the Issuer. The Series 1999 Bonds are payable solely from the Excise
Taxes as provided in the Resolution. No owner of the Series 1999 Bonds or any other person
shall ever have the right, directly or indirectly, to require or compel the exercise of any ad
valorem taxing power of the Issuer or any other public authority or governmental body to pay the
principal of or interest and premium, if any, on the Series 1999 Bonds or to pay any other
amounts required to be paid pursuant to the Resolution or the Series 1999 Bonds.
The opinions set forth below are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the federal income tax laws of the United States of America.
Based upon the foregoing, we are of the opinion that:
1. The Issuer has been duly created and validly exists as a municipal corporation of
the State of Florida.
2. The Resolution has been duly adopted by the Issuer and constitutes' a valid and
binding obligation of the Issuer and is enforceable in accordance with its terms.
ORL#508800.01
2
3. The Series 1999 Bonds have been duly authorized, executed and delivered by the
Issuer and are valid and binding special obligations of the Issuer, payable solely from the sources
provided therefor in the Resolution.
4. The interest on the Series 1999 Bonds is excludable from gross income for federal
income tax purposes and is not treated as an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, it should be noted
that for the purpose of computing the alternative minimum tax imposed on corporations (as
defined for federal income tax purposes), such interest is taken into account in determining
adjusted current earnings. The opinions set forth in the immediately preceding sentence are
subject to the condition that the Issuer comply with all requirements of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder (the "Code"), that must be met or
satisfied in order that interest thereon be, or continue to be, excludable from gross income for
federal income tax purposes. The Issuer has covenanted to comply with each such requirement.
Failure of the Issuer to comply with any of such requirements may cause the inclusion of interest
on the Series 1999 Bonds in gross income for federal income tax purposes retroactive to the date
of issuance of the Series 1999 Bonds. Other provisions of the Code may give rise to adverse
federal income tax consequences to particular holders of the Series 1999 Bonds. The scope of
this opinion is limited to the matters addressed above and we express no opinion regarding other
federal tax consequences arising with respect to the Series 1999 Bonds.
5. The Series 1999 Bonds and the interest thereon are exempt from all present
intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes.
6. The Series 1999 Bonds are "qualified tax-exempt obligations" within the meaning
of Section 265(b)(3) of the Code. In rendering this opinion we have relied on certain
representations of the Issuer made of even date herewith.
In rendering the opinions set forth above, we are relying upon the mathematical accuracy
of certain computations included in schedules provided by Hanifen, Imhoff Inc., relating to
computations of projected receipts of principal and interest on the obligations of the United
States of America deposited in the Escrow Fund and the adequacy of such projected receipts to
pay the principal of, redemption premium and interest on the Prior Bonds, and (b) the
verification of the mathematical accuracy of such computations by McGladrey & Dullen,
certified public accountants.
It is to be understood that the rights of the owners of the Series 1999 Bonds and the
enforceability of the Series 1999 Bonds and the Resolution may be subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and
laws and equitable principles that may affect remedies or injunctive or other equitable relief, and
to the exercise of judicial discretion in appropriate cases.
ORL#508800.01
3
Our opinions expressed herein are predicated upon present law, (and interpretations
thereof) facts and circumstances, and we assume no affirmative obligation to update the opinions
expressed herein if such laws (and interpretations thereof), facts or circumstances change after
the date hereof.
Very truly yours,
CARLTON, FIELDS, WARD, EMMANUEL,
BMITH & CUTLER, P .A.
ORL#508800.01
4
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
<-?-
:,.
}lNVUI .L'{3'l
A'l'1VNOI.LN3.LNI 3DVd SIH.L
. . .
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and delivered
by THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), in connection with the issuance of its
$ Public Improvement and Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds").
WITNESSETH:
WHEREAS, the Series 1999 Bonds are being issued pursuant to Resolution No. 615 adopted by
the City Commission of the City on May 1, 1989 as amended and supplemented and particularly as
supplemented by Resolution No. _ adopted by the City Commission of the City on June 14, 1999
(collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the City;
and
WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure Rule;
NOW, THEREFORE, in consideration of the mutual ~greements and covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated herein
by this reference. All capitalized terms not otherWise defined herein shall have the meaning ascribed
thereto in the Resolution, .
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Series 1999 Bonds
(including persons holding Series 1999 Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Series 1999 Bonds for federal income tax
. .
purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which the
New York Stock Exchange is closed.
"Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities and
Exchange Commission under the authority of the Securities Exchange Act of 1934, as the same
may be amended or officially interpreted by the Securities and Exchange Commission from time
to time.
ORL#508798.0 1
1
"Fiscal Year" shall mean the period commencing on. October 1 and ending on September
30 of the next succeeding year, or such other period of time provided by applicable law.
"Listecl Events" shall mean any of the events listed in Section 5 hereof.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Disclosure Rule. Currently, the following are
National Repositories:
(A) BloombergMunicipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: 609/279-3225
Fax: 609/279-5962
Email: munis@bloomberg.com
(B) Thomson NRMSIR
Attn: Municipal Disclosure
395 Hudson Street, 3rd Floor
New York, New York 10014
Phone: 212/807-5001 or 800/689-8466
Fax: 212/989-2078
Email: Disclosure@muller.com
(C) Kenny Informatipn Systems, Inc.
65 Broadway, 16th Floor
New York, New York 10006
Phone: 212/770-4568
Fax: 212/770-0222 or 770-0223
Web: http://www.jjkenny.com
(D) DPC Data Inc.
One Executive Drive
Fort Lee; New Jersey 07024
Phone: 201/346-0701
Fax: 2011947-0107
Email: NRMSIR@dpcdata.com
A list of names and addresses of all designated Nationally Recognized Municipal
Securities InfOlmation Repositories as of any point in time is available by calling the SEC's FAX
On Demand Service at (202) 942-8088 from a telecopier machine and requesting document
number 0206.
"Obligated Person(s)" shall mean, with respect to the Series 1999 Bonds, those person(s),
other than the bond insurer for the Series 1999 Bonds (the "Bond Insurer"), who either generally
or through an enterprise fund or account of such persons are committed by contract or other
20RL#508798.01
2
arrangement to support payment of all or a part of the obligations on such Series 1999 Bonds,
which person(s) shall include the City, and who are identified as such herein..
"Participating Underwriter" shall mean the original underwriter of the Series 1999 Bonds
that is required to comply with the Disclosure Rule in connection with the offering of such Series
1999 Bonds.
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity designated by the
State of Florida as a state repository for the purpose of the Disclosure RuIe.and recognized as such
by the Securities and Exchange Commission. As of this date, no such designation has been made
by the State of Florida.
3. Provision of Annual Reports.
(a) Not later than March 31 of each year commencing March 31,2000, the City shall
provide an Annual Report consistent with the requirements of Section 4 below to each Repository
and to the Bond Insurer. The Annual Report will also be made available by the City to each
Holder of Series 1999 Bonds who makes a written request for such information, upon payment of
a reasonable charge therefor. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may incorporate by reference other information as
provided in Section 4 below; provided that the City's annual audited financial statements (the
"Audit") may be submitted separately from the balance.ofthe Annual Report. If the City's Fiscal
Year changes, the City shall give notice of such change in the same manner as for a Listed Event
under Section 5.
(b) If the City is unable to provide to the Repositories an Annual Report (other than
the Audit) by the date required in subsection (a), the City shall send a notice to (i) each National
Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository in
substantially the fornl attached as Exhibit "A".
(c) The City shall: (i) detemline each year prior to the date for providing the Annual
Report the name and address of each National Repository and the State Repository, if any; and (ii)
file a report with the Paying Agent for the Series 1999 Bonds certifying that the Annual Report
has been provided pursuant to the requirements hereof, stating the date it was provided and listing
each Repository to which it was provided, and send a copy of such report to the Bond Insurer.
4. Contents of Annual Report. The Annual Report shall contain or incorporate by reference
the following:
(a) the Audit for the immediately preceding Fiscal Year, prepared in accordance with
generally accepted accounting principles applicable to operations of the City, as same may be
modified from time to time by Florida statutory requirements and the governmental accounting
standards promulgated by the Government Accounting Standards Board; and
30RL#508798.01
3
(b) an update for the most recent fiscal year of the financial information and operating
data contained in the final offering statement prepared in connection with the sale and issuance of
the Series 1999 Bonds (the "Offering Statement") under the following caption:
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM At~NUAL DEBT SERVICE
ON THE SERIES 1999 BONDS AND THE PARITY BONDS
The City shall also provide a description of any additional series of Bonds which are
issued under the Resolution and a description of any material litigation which would have been
disclosed in the Offering Statement if such litigation had occurred and been ongoing at the time
the Offering Statement is dated.
The City reserves the right to modify from time to time the specific types of
information provided or the format of the presentation of such information, to the extent necessary
or appropriate in the judgment of the City; provided, however, that the City agrees that any such
modification will be accomplished in a manner consistent with the Disclosure Rule. Any or all of
. -
the foregoing items may be incorporated by specific reference to other documents, including
Offering Statements of debt issues or audited financial statements (including the Audit) of the
City or related public entities, which have previously been submitted to each Repository, the
Municipal Securities Rulemaking Board or to the Securities and Exchange Commission. If the
document incorporated by reference is a final Offering Statement, it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify each such other
document so incorporated by reference.
If the City's Audit is not available by the time the Annual Report is required to be
filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a
format similar to the financial statements contained in the final Official Statement, and the audited
financial statements shall be filed in the same manner as the Annual Report when they become
available.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be
given, notice of the occurrence of any of the following Listed Events with respect to the Series
1999 Bonds, if material:
(i)
1999 Bonds;
Delinquency in payment when due of principal or interest on the Series
(ii)
Non-payment related defaults;
Amendment to the Resolution modifying the rights of the Holders of the
Series 1999 Bonds;
(iii)
(iv)
Optional, contingent or unscheduled prepayment of the Series 1999 Bonds;
40RL#508798.01
4
(v) Defeasance of the Ser~es 1999 Bonds or any portion thereof;
(vi) Any change in any rating of the Series 1999 Bonds;
(vii) Adverse tax opinions or events adversely affecting the tax-exempt status of
the interest on the Series 1999 Bonds;
(viii) Any unscheduled draw on any reserve account for the Series 1999 Bonds
reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by the Bond Insurer
reflecting financial difficulties;
(x) Any substitution of the Bond Insurer or any failure of the Bond Insurer to
perform on its insurance policy; and
(xi) the release, substitution, or sale of any property securing repayment of the
Series 1999 Bonds or any portion thereof;
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City
shall, as soon as possible, determine if such event would be material under applicable federal
securities laws.
(c) If the City has determined that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the City shall promptly report the
occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under applicable
federal securities laws, the City shall file a notice of such occurrence with the Municipal
Securities Rulemaking Board or each National Repository and the State Repository, and send a
copy thereof to the Bond Insurer. Notwithstanding the foregoing, any event under clauses (i),
(vi), (vii), (viii), (ix) or (x) shall always be deemed to be material. Each such notice shall be
captioned "Material Event Notice" and shall prominently state the date, title and CUSIP numbers
of the Series 1999 Bonds to which it relates. Notwithstanding the foregoing, notice of the
occurrence of a Listed Event described in clauses (iv) or (v) of subsection (a) above need not be
given under this subsection any earlier than the notice (if any) of the underlying event is given to
Holders of affected Series 1999 Bonds pursuant to the Resolution.
6. Termination of Reporting Obligations. The obligations of the City hereunder shall
terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series 1999
Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule by
legislative, judicial or administrative action. If such termination occurs prior to the final mat]Jrity of the
Series 1999 Bonds, the City shall give notice of such termination in the same manner as for a Listed
Event under Section 5(d).
50RL#S08798.01
5
7. Dissemination Agent. The City may, from time to time, appoint or engage a dissemination
agent to assist it in carrying out its obligations hereunder (the "Dissemination Agent") and may discharge
any such Dissemination Agent with or without appointing a successor Dissemination Agent.
8.
the City.
Qbligftted Persons. The Obligated Person with respect to the Series 1999 Bonds shall be
9. Defaulj. In the event of a failure of the City or the Dissemination Agent to comply with
any provision ofthis Certificate, any Holder or Beneficial Owner of Outstanding Series 1999 Bonds may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply
with its obligations under this Certificate: Notwithstanding any other provision of the. Resolution to the
contrary, failure of the City or the Dissemination Agent to comply with the requirements of this
Certificate shall not be .considered an event of default under the Resolution, and the sole remedy under
this Certificate in the event of any failure of the City or D'issemination Agent to comply with the
provisions of this Certificate shall be an action to compel performance.
10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and the
Dissemination Agent may amend the provisions of this Certificate without consent of the Holders of
Series .1999 Bonds and any provision of this Certificate may be waived provided the undertaking, as
amended or taking into account such waiver, would, in. the opinion of nationally recognized bond
counsel, have complied with the requirements of the Disclosure Rule at the time of the original issuance
of the Series 1999 Bonds, after taking into account any amendments or interpretations of the Disclosure
Rule; as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall describe
such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of
the reason for the amendment or waiver and its impact on the type (or, in the case of a change of
accounting principles, .on the presentation) of financial information or operating data being presented by
the City. In addition, if the amendment relates to the accounting principles to be followed in preparing
financial statements: (i) notic~ of such change shall be given in the same manner as for a Listed Event
under Section Sed); and (ii) the Annual Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements
as prepared on the basis oUhe new accounting principles and those prepared on the basis of the fonner
accounting principles.
11. Additional Information. Nothingher~in shall be. deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this Certificate or any
other means of communication, or including any other information in any Annual Report or notice of
'occurrence of a Listed Event, in addition to that which is required by this Certificate. If the City chooses
to include any infoIDlation in. an Annual Report or notice of occurrence of a Listed Event in addition to
that which is specifically required by this Certificate, the City shall have no obligation to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent
shall have only such duties as are specifically set forth in this Certificate and the City indemnifies and
60RL#508798.0 1
6
saves harmless the Dissemination Agent, its officers, directors, employees and agents, from and against
any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorney fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or
willful misconduct. The obligations of the City 'under this section shall survive resignation or removal of
the Dissemination Agent and payment of the Series 1999 Bonds.
13. Purpose of this Certificate. This Certificate constitutes the written undertaking for the
benefit of the Holders and Beneficial Owners of the Series 1999 Bonds required by Section (b )(5)(i) of
the Disclosure Rule.
14. Beneficiaries. The covenants contained herein shall inure solely to the benefit of the City,
the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners from time
to time of the Series 1999 Bonds and shall create no rights in any other person or entity..
15. Governing Law. This Certificate shall be governed by the laws of the State of Florida and
Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the _ day of
July, 1999.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
7 ORL#508798.0 I
7
EXHIBIT "A"
NOTICE OF F AlLURE TO FILE ANNUAL REPORT
Name of Issuer:
City of Winter Springs, Florida
Name of Bond Issue:
Improvement Refunding Revenue
Bonds, Series 1999 (the "Series 1999
Bonds")
Date ofIssuance:
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with
respect to the above-named Bonds as required by Sections 3 and 4(b) of the Continuing
Disclosure Certificate. The City anticipates that the Annual Report will be filed by
Dated:
CITY OF WINTER SPRINGS, FLORIDA
By:
Name:
Title:
80RL#508798.0 I
8
APPENDIX G
TABLE OF ACCRETED V ALVES
JlNVUI .1....3'1
X'1'IVNOI.LN3.LNI 3DVd SIH.L
CONTINUING DISCLOSURE CERTIFICATE
entered into by
THE CITY OF WINTER SPRINGS, FLORIDA
ORL#508798.01
EXHIBIT "e"
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and delivered
by THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), in connection with the issuance of its
$ Public Improvement and Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds").
WITNESSETH:
WHEREAS, the Series 1999 Bonds are being issued pursuant to Resolution No. 615 adopted by
the City Commission of the City on May 1, 1989 as amended and supplemented and particularly as
supplemented by Resolution No. _ adopted by the City Commission of the City on June 14, 1999
(collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the City;
and
WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure Rule;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated herein
by this reference. All capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Resolution.
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Series 1999 Bonds
(including persons holding Series 1999 Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Series 1999 Bonds for federal income tax
purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which the
New York Stock Exchange is closed.
"Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities and
Exchange Commission under the authority of the Securities Exchange Act of 1934, as the same
may be amended or officially interpreted by the Securities and Exchange Commission from time
to time.
ORL#508798.01
1
"Fiscal Year" shall mean the period commencing on October 1 and ending on September
30 of the next succeeding year, or such other period of time provided by applicable law.
"Listed Events" shall mean any of the events listed in Section 5 hereof.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Disclosure Rule. Currently, the following are
National Repositories:
(A) Bloomberg Municipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: 609/279-3225
Fax: 609/279-5962
Email: munis@bloomberg.com
(B) Thomson NRMSIR
Attn: Municipal Disclosure
395 Hudson Street, 3rd Floor
New York, New York 10014
Phone: 212/807-5001 or 800/689-8466
Fax: 212/989-2078
Email: Disclosure@muller.com
(C) Kenny Information Systems, Inc.
65 Broadway, 16th Floor
New York, New York 10006
Phone: 212/770-4568
Fax: 212/770-0222 or 770-0223
Web: htt.p://www.jjkenny.com
(D) DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: 201/346-0701
Fax: 2011947-0107
Email: NRMSIR@dpcdata.com
A list of names and addresses of all designated Nationally Recognized Municipal
Securities Information Repositories as of any point in time is available by calling the SEC's FAX
On Demand Service at (202) 942-8088 from a telecopier machine and requesting document
number 0206.
"Obligated Person(s)" shall mean, with respect to the Series 1999 Bonds, those person(s),
other than the bond insurer for the Series 1999 Bonds (the "Bond Insurer"), who either generally
or through an enterprise fund or account of such persons are committed by contract or other
20RL#508798.01
2
arrangement to support payment of all or a part of the obligations on such Series 1999 Bonds,
which person(s) shall include the City, and who are identified as such herein.
"Participating Underwriter" shall mean the original underwriter of the Series 1999 Bonds
that is required to comply with the Disclosure Rule in connection with the offering of such Series
1999 Bonds.
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity designated by the
State of Florida as a state repository for the purpose of the Disclosure Rule and recognized as such
by the Securities and Exchange Commission. As of this date, no such designation has been made
by the State of Florida.
3. Provision of Annual Reports.
(a) Not later than March 31 of each year commencing March 31, 2000, the City shall
provide an Annual Report consistent with the requirements of Section 4 below to each Repository
and to the Bond Insurer. The Annual Report will also be made available by the City to each
Holder of Series 1999 Bonds who makes a written request for such information, upon payment of
a reasonable charge therefor. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may incorporate by reference other information as
provided in Section 4 below; provided that the City's annual audited financial statements (the
"Audit") may be submitted separately from the balance of the Annual Report. If the City's Fiscal
Year changes, the City shall give notice of such change in the same manner as for a Listed Event
under Section 5.
(b) If the City is unable to provide to the Repositories an Annual Report (other than
the Audit) by the date required in subsection (a), the City shall send a notice to (i) each National
Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository in
substantially the form attached as Exhibit "A".
(c) The City shall: (i) determine each year prior to the date for providing the Annual
Report the name and address of each National Repository and the State Repository, if any; and (ii)
file a report with the Paying Agent for the Series 1999 Bonds certifying that the Annual Report
has been provided pursuant to the requirements hereof, stating the date it was provided and listing
each Repository to which it was provided, and send a copy of such report to the Bond Insurer.
4. Contents of Annual Report. The Annual Report shall contain or incorporate by reference
the following:
(a) the Audit for the immediately preceding Fiscal Year, prepared in accordance with
generally accepted accounting principles applicable to operations of the City, as same may be
modified from time to time by Florida statutory requirements and the governmental accounting
standards promulgated by the Government Accounting Standards Board; and
30RL#508798.01
3
(b) an update for the most recent fiscal year of the financial information and operating
data contained in the final offering statement prepared in connection with the sale and issuance of
the Series 1999 Bonds (the "Offering Statement") under the following caption:
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THE SERIES 1999 BONDS AND THE PARITY BONDS
The City shall also provide a description of any additional series of Bonds which are
issued under the Resolution and a description of any material litigation which would have been
disclosed in the Offering Statement if such litigation had occurred and been ongoing at the time
the Offering Statement is dated.
The City reserves the right to modify from time to time the specific types of
information provided or the format of the presentation of such information, to the extent necessary
or appropriate in the judgment of the City; provided, however, that the City agrees that any such
modification will be accomplished in a manner consistent with the Disclosure Rule. Any or all of
the foregoing items may be incorporated by specific reference to other documents, including
Offering Statements of debt issues or audited financial statements (including the Audit) of the
City or related public entities, which have previously been submitted to each Repository, the
Municipal Securities Rulemaking Board or to the Securities and Exchange Commission. If the
document incorporated by reference is a final Offering Statement, it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify each such other
document so incorporated by reference.
If the City's Audit is not available by the time the Annual Report is required to be
filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a
format similar to the financial statements contained in the final Official Statement, and the audited
financial statements shall be filed in the same manner as the Annual Report when they become
available.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be
given, notice of the occurrence of any of the following Listed Events with respect to the Series
1999 Bonds, ifmaterial:
(i)
1999 Bonds;
Delinquency in payment when due of principal or interest on the Series
(ii)
Non-payment related defaults;
(iii)
Amendment to the Resolution modifying the rights of the Holders of the
Series 1999 Bonds;
(iv)
Optional, contingent or unscheduled prepayment of the Series 1999 Bonds;
40RL#508798.0 1
4
(v) Defeasance ofthe Series 1999 Bonds or any portion thereof;
(vi) Any change in any rating of the Series 1999 Bonds;
(vii) Adverse tax opinions or events adversely affecting the tax-exempt status of
the interest on the Series 1999 Bonds;
(viii) Any unscheduled draw on any reserve account for the Series 1999 Bonds
reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by the Bond Insurer
reflecting financial difficulties;
(x) Any substitution of the Bond Insurer or any failure of the Bond Insurer to
perform on its insurance policy; and
(xi) the release, substitution, or sale of any property securing repayment of the
Series 1999 Bonds or any portion thereof;
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City
shall, as soon as possible, determine if such event would be material under applicable federal
securities laws.
(c) If the City has determined that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the City shall promptly report the
occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under applicable
federal securities laws, the City shall file a notice of such occurrence with the Municipal
Securities Rulemaking Board or each National Repository and the State Repository, and send a
copy thereof to the Bond Insurer. Notwithstanding the foregoing, any event under clauses (i),
(vi), (vii), (viii), (ix) or (x) shall always be deemed to be material. Each such notice shall be
captioned "Material Event Notice" and shall prominently state the date, title and CUSIP numbers
of the Series 1999 Bonds to which it relates. Notwithstanding the foregoing, notice of the
occurrence of a Listed Event described in clauses (iv) or (v) of subsection (a) above need not be
given under this subsection any earlier than the notice (if any) of the underlying event is given to
Holders of affected Series 1999 Bonds pursuant to the Resolution.
6. Termination of Reporting Obligations. The obligations of the City hereunder shall
terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series 1999
Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule by
legislative, judicial or administrative action. If such termination occurs prior to the final maturity of the
Series 1999 Bonds, the City shall give notice of such termination in the same manner as for a Listed
Event under Section 5( d).
50RL#508798.01
5
7. Dissemination Agent. The City may, from time to time, appoint or engage a dissemination
agent to assist it in carrying out its obligations hereunder (the "Dissemination Agent") and may discharge
any such Dissemination Agent with or without appointing a successor Dissemination Agent.
8.
the City.
Obligated Persons. The Obligated Person with respect to the Series 1999 Bonds shall be
9. Default. In the event of a failure of the City or the Dissemination Agent to comply with
any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Series 1999 Bonds may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply
with its obligations under this Certificate, Notwithstanding any other provision of the Resolution to the
contrary, failure of the City or the Dissemination Agent to comply with the requirements of this
Certificate shall not be considered an event of default under the Resolution, and the sole remedy under
this Certificate in the event of any failure of the City or Dissemination Agent to comply with the
provisions of this Certificate shall be an action to compel performance.
10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and the
Dissemination Agent may amend the provisions of this Certificate without consent of the Holders of
Series 1999 Bonds and any provision of this Certificate may be waived provided the undertaking, as
amended or taking into account such waiver, would, in the opinion of nationally recognized bond
counsel, have complied with the requirements of the Disclosure Rule at the time of the original issuance
of the Series 1999 Bonds, after taking into account any amendments or interpretations of the Disclosure
Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall describe
such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of
the reason for the amendment or waiver and its impact on the type (or, in the case of a change of
accounting principles, on the presentation) of financial information or operating data being presented by
the City. In addition, if the amendment relates to the accounting principles to be followed in preparing
financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event
under Section 5(d); and (ii) the Annual Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements
as prepared on the basis of the new accounting principles and those prepared on the basis of the former
accounting principles.
11. Additional Information. Nothing herein shall be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this Certificate or any
other means of communication, or including any other information in any Annual Report or notice of
occurrence of a Listed Event, in addition to that which is required by this Certificate. If the City chooses
to include any information in an Annual Report or notice of occurrence of a Listed Event in addition to
that which is specifically required by this Certificate, the City shall have no obligation to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
12. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent
shall have only such duties as are specifically set forth in this Certificate and the City indemnifies and
60RL#508798.0 I
6
saves harmless the Dissemination Agent, its officers, directors, employees and agents, from and against
any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorney fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or
willful misconduct. The obligations of the City under this section shall survive resignation or removal of
the Dissemination Agent and payment of the Series 1999 Bonds.
13. Purpose of this Certificate. This Certificate constitutes the written undertaking for the
benefit of the Holders and Beneficial Owners of the Series 1999 Bonds required by Section (b)(5)(i) of
the Disclosure Rule.
14. Beneficiaries. The covenants contained herein shall inure solely to the benefit of the City,
the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners from time
to time of the Series 1999 Bonds and shall create no rights in any other person or entity.
15. Governing Law. This Certificate shall be governed by the laws of the State of Florida and
Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the _ day of
July, 1999.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
70RL#508798.01
7
EXHIBIT "A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name ofIssuer:
City of Winter Springs, Florida
Name of Bond Issue:
Improvement Refunding Revenue
Bonds, Series 1999 (the "Series 1999
Bonds")
Date of Issuance:
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with
respect to the above-named Bonds as required by Sections 3 and 4(b) of the Continuing
Disclosure Certificate. The City anticipates that the Annual Report will be filed by
Dated:
CITY OF WINTER SPRINGS, FLORIDA
By:
Name:
Title:
80RL#508798.01
8
EXHIBIT "D"
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
212.668.034D
A member of Ambac FinancinL Group, Inc.
COMMITMENT FOR MUNICIPAL BOND INSURANCE
Issuer: CITY OF WINTER SPRINGS, FLORIDA
Commitment Number:18508
Commitment Date: May 6, 1999
Expiration Date: August 4, 1999
Bonds: $7,430,179* Improvement Refunding Revenue Bonds, Series 1999, dated May 1, 1999 and
maturing on October Ist'in the years 1999 through 2029, both inclusive.
. Insurance premium: .422% of the total principal and interest due on the Bonds (Fitch mCA, Inc.,
Moody's Investors Service and Standard & Poor's Ratings Services assess separate rating fees which
are payable directly to them. Each rating agency will bill separately and all questions regarding the
payment of such fees must be addressed to the applicable agency.)
Ambac Assurance Corporation (Ambac) A Wisconsin Stock Insurance Company
hereby commits to issue a Municipal Bond Insurance Policy (the "Policy") relating to the above-described
debt obligations (the "Bonds"), substantially in the form imprinted in this Commitment, subject to the
terms and conditions contained herein or added hereto (see conditions set forth herein).
To keep this Commitment in effect after the expiration date set forth above, a request for renewal must be
submitted to Ambac prior to such expiration date. Ambac reserves the right to refuse wholly or in part to
grant a renewal.
The Municipal Bond Insurance Policy shall be issued if the following conditions are satisfied:
2.
3.
..
.~ 4.
5.
1. The documents to be executed and delivered in connection with the issuance and sale of the Bonds
shall not contain any untrue or misleading statement of a material fact and shall not fail to state a
material fact necessary in order to make the information contained therein not misleading.
No event shall occur which would permit any purl:haser of the Bonds, otherwise required, not to be
required to purchase the Bonds on the date scheduled for the issuance and delivery thereof.
There shall be no material change in or affecting the Bonds (including, without limitation, the security
for the Bonds) or the fmancing documents or the official statement (or any similar disclosure
document) to be executed and delivered in connection with the issuance and sale of the Bonds from
the descriptions thereof heretofore provided to Ambac.
The Bonds shall contain no reference to Ambac, the Policy or the municipal bond insurance evidenced
thereby except as may be approved by Ambac.
Ambac shall be provided with:
* Subject to change. with Ambac's approval.
(a) Executed copies of all fmancing documents, the official statement (or any similar disclosure
document) and the various legal opinions delivered in connection with the issuance and sale of the
Bonds, including, without limitation, the unqualified approving opinion of bond counsel rendered
by a law firm acceptable to Ambac. The form of Bond Counsel's approving opinion shall also
indicate, if applicable, that the Bonds are exempt from federal income taxation, that the issuer
must comply with certain covenants under and pursuant to the new tax law and that the issuer has
the legal power to comply with such covenants. Such opinion of bond counsel shall be addressed
to Ambac or, in lieu thereof, a letter shall be provided to Ambac to the effect that Ambac may
rely on such opinion as if it were addressed to Ambac.
(b) Evidence of a wire transfer in an amount equal to the insurance premium at the time of the
issuance and delivery of the Bonds.
6. Unless expressly waived in whole or in part by Ambac, the fmancing documents and the Official
Statement shall contain (a) the terms and provisions provided in the Ambac Assurance STANDARD
PACKAGE transmitted herewith, and (b) any additional oral or written provisions or comments
submitted by Ambac.
7. Ambac shall receive a copy of any insurance policy, surety bond, guaranty or indemnification or any
other policy, contract or agreement which provides for payment of all or any portion of the debt, the
costs of reconstruction, the loss of business income or in any way secures, ensures or enhances the
income stream anticipated to pay the bonds.
8. Any provisions or requirements of the Purchase Contract or Bond Purchase Agreement referencing
Ambac must be sent to the attention of Danielle Brackett not less than five (5) business days prior to
closing. If such provisions or requirements are not received within that time, compliance may not be
possible.
9. Review and approval by Ambac at least 5 days priQr to the closing of the Escrow Agreement for the
defeasance of the applicable Bonds (the "Prior Bonds").
10. Prior to closing, Ambac must receive certification by an accounting firm acceptable to Ambac that the
securities invested are sufficient to pay the Prior Bonds. Upon receipt of this commitment Ambac
should be notified which firm will be providing certification.
11. Receipt of an acceptable opinion of counsel addressed to Ambac that the Prior Bonds have been
legally defeased.
12. Receipt of an acceptabl~ opinion of counsel addressed to Ambac with regard to the validity and
enforceability of the Escrow Agreement.
13. If a forward supply contract is used:
(a) Securities delivered to the escrow agre~ment must be non-callable U.S. Government
obligations, which do not mature later .han the riate on which, needed to pay debt service on the
refunded bonds..
(b) The CPA verification must be in form and substance satisfactory to Ambac and must opine that
the escrow is sufficient to defease the refunded bonds whether or not the forward supply
contract provider delivers securities to the escrow.
(c) The forward supply contract must specify that (i) the purchase price of the securities delivered
to the escrow must not exceed the amount of cash received from maturing securities in the
escrow, as specified in the verification, and (ii) the maturity value of the securities delivered to
the escrow must not be less than the purchase price paid for such securities.
(d) The forward supply contract provider shall have no resource to the escrow upon any failure of
the issuer or escrow agent to perform its obligations under the forward supply contract. Other
than the payment of the purchase price for the securities to be delivered pursuant to the forward
supply contract, no payments of any other kind may be made from the escrow in respect of the
forward supply contract.
(e) The forward supply contract provider must be rated at least A by a nationally recognized rating
agency.
(t) The forward supply contract shall be in form and substance satisfactory to Ambac.
~AOA\ CO ~ C\eu li '
Authorized Officer
...
The IJnder~i!!ned hereby certifies that this document is ~
tru:! ;;nd CcrrQct copy of the Cammitmentnfor Municipal
Bond Illsurance, Commitment No. J'. issued
by AMLlAC ASSURANCE CORPO 'n
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EXHIBIT "E"
Ambac Assurance Corporation
One Slate Street Plaza
New York, NY 10004
212668.0340
A member of Ambac Financial Group, lnc.
COMMITMENT FOR SURETY BOND
Issuer: CITY OF WINTER SPRINGS, FLORIDA
Commitment Number: SB18512
Commitment Date: May 6, 1999
Expiration Date: August 4, 1999
Bonds: $7,430,179 Improvement Refunding Revenue Bonds, Series 1999, dated May 1, 1999 and
maturing on October 1,2029.
Surety Amount: $743,018.
Insurance premium: $15,000
Ambac Assurance Corporation (Ambac) A Wisconsin Stock Insurance Company hereby commits to
issue a Surety Bond (the "Commitment") relating to the Debt Service Reserve Fund for the
above-described debt obligations (the "Bonds"), substantially in the form attached hereto, subject to the
terms and conditions contained herein or added hereto (see conditions set forth herein).
To extend this Commitment after the expiration date set forth above, an oral (subsequently confirmed in
writing) or written request for renewal must be submitted to Ambac at least one business day prior to such
expiration date. Ambac reserves the right to refuse to grant a renewal or may renew this Commitment
subject to additional terms and conditions.
The Surety Bond (the "Surety") shaH be issued if the following conditions are satisfied:
I. Ambac shall receive an opinIon of counselor a certificate of an officer of the Issuer or Ultimate
obligor stating that the information supplied t': Ambac in order to obtain the Surety and the documents
to be executed and delivered in connection with the issuance and sale of the Bonds do not contain any
untrue or misleading statement of a material fact and do not fail to state a material fact required to be
stated therein or necessary in order to make the information contained therein not misleading.
2. No event shall occur which would permit any purchaser of the Bonds, otherwise required, not to be
required to purchase the Bonds on the date scheduled for the issuance and delivery thereof..
3. There shall be no material change in or affecting the Bonds, the Issuer or ultimate obligor (including,
but not limited to, the security for the Bonds), the Official Statement, if any (or any similar disclosure
document), including any financial statements therein contained, the financing documents or any legal
..
opinions to be executed and delivered in connection with the issuance and sale of the Bonds, or any
other information submitted to Ambac in order to obtain the Surety, from the descriptions thereof
. Subject to change, with Ambac's approval.
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provided to Ambac at any time prior to the issuance of the Bonds and there shall not have occurred or
come to the attention of the issuer or purchaser any material change of fact or law adverse to the
interests of Ambac, unless approved by Ambac in writing.
4. Unless expressly waived in whole or in part by Ambac, the financing documents shall contain a) the
terms and provisions provided in the Ambac STANDARD PACKAGE transmitted herewith, and b)
any provisions or comments given orally by Ambm:.
5. Ambac will prepare, and the Issuer will exec~:te, a Guaranty Agreement in the form (with such
revisions of Ambac and the Issuer agree to) contained in the Standard Package.
6. NO LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO CLOSING, Ambac shall be provided
with:
a) the final debt service schedule. and
b) proposed copies of all financing documents, and
c) the proposed official statement (or any similar disclosure document); and
d) the proposed various legal opinions delivered in connection with the issuance and sale of the
Bonds, including, without limitation, the unqualified approving opinion of bond counsel
rendered by a law firm acceptable to Ambac. The form of bond counsel's approving opinion
must be acceptable to Ambac. The fllrm or bond counsel's approving opinion shall indicate that
the Issuer must comply with certain co'/enants under and pursuant to the Internal Revenue
Code of 1986, as amended and that the Issuer has the legal power to comply with such
covenants. Ambac shall also be provided with executed copies of all financing documents,
including but not limited to the Official Statement (or any similar disclosure document) and the
various legal opinions rendered. The executed opinion of bond counsel shall be addressed to .
Ambac or in lieu thereof, a letter shall be provided to Ambae to the effect that Ambac may rely
on such opinion as if it were addressed to Ambac and such letter shall be delivered with an
executed opinion; and
e) any provisions of the Purchase Contract or Bond Purchase Agreement referencing Ambac or
the issuer of the Surety in general. If such provisions are not received in a timely manner or if
provisions are inserted in the Purchase Contract or Bond Purchase Agreement without Ambac
Assurance's knowledge, compiiance with such provisions may not be possible; and
f) a letter from bond counselor' tOllr.sel to tlw purchaser or otherwise from another counsel
acceptable to Ambac to the effect t!-!at the financing documents, the Official Statement (or any
similar disclosure document) and the various legal opinions executed and delivered in
connection with the issuance and sale of the Bonds, are substantially in the forms previously
submitted to Ambac for review, with only such amendments, modifications or deletions as may
be approved by Ambac; and
g) a copy of any insurance policy, surety bond, guaranty or indemnification or any other policy,
contract or agreement which provides for payment of all or any portion of the debt, the costs of
reconstruction, the loss of business income or in any way secures, ensures or enhances the
income stream anticipated to pay-the Bonds.
7.
Evidence of wire transfer of an amount equal to the paymelilt for the Surety at the time of the issuance
and delivery of the Bonds.
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8. An opinion addressed to Ambac by counsel acceptable to Ambac that the Guaranty Agreement is a
legal, valid and binding obligation of the Obligor thereof, enforceable in accordance with its terms.
-&~~A@~~
Authorized Officer
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The U""~r!i~n'!d hereby certifies that this document is I
true &~ ~ c~~;:ct co~ of the Commitment JIlr. Mur:icipal
Bond 1;.~;;i~r.C\l, Commitment No. ~ J . 1S~"ed
by M;,~;.C ASSURANCE COR PO . I
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EXHIBIT "F"
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of July 20, 1999, by and between the City of
Winter Springs, Florida (the "City"), a duly constituted and existing municipal corporation of the State
of Florida, and SunTrust Bank, Central Florida, National Association, a national banking association
organized and existing under the laws of the United States of America, having a principal place of
business in Orlando, Florida, as escrow trustee hereunder.
WHEREAS, the City has previously issued its Improvement Refunding Revenue Bonds, Series
1989 (the "Refunded Bonds") pursuant to Resolution No. 615 of the City as amended and supplemented
(collectively the "Prior Resolution"),
WHEREAS, the Prior Resolution provides that the Refunded Bonds shall be deemed to have been
paid within the meaning and with the effect expressed in the Prior Resolution upon compliance by the
City with the provisions of Section 33 of the Prior Resolution, which provisions of the Prior Resolution
the City hereby represents have not been amended or supplemented; and
WHEREAS, the City has determined to issue, pursuant to a resolution adopted by the City on
June 14, 1999 as supplemented, its $7,998,969.75 aggregate principal amount ofImprovement Refunding
Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), a portion of the proceeds of which Series 1999
Bonds will be used to buy securities in order to provide payment for the Refunded Bonds and discharge
and satisfy the pledges, liens and other obligations of the City under the Prior Resolution in regard to
such Refunded Bonds; and
WHEREAS, the issuance of the Series 1999 Bonds, the purchase by the Escrow Trustee of the
hereinafter defined Escrow Securities from a portion of the proceeds thereof, the deposit of such Escrow
Securities into an escrow deposit trust fund to be held by the Escrow Trustee and the discharge and
satisfaction of the pledges, liens and other obligations of the City under the Prior Resolution in regard to
the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. The recitals stated above are true and correct and incorporated herein.
2. Receipt of true and correct copies of the above-mentioned Prior Resolution is hereby
acknowledged by the Escrow Trustee. The applicable and necessary provisions of the Prior Resolution,
in particular Section 33 thereof, are incorporated herein by reference. The Escrow Trustee also
acknowledges receipt of the verification report of - dated July 20, 1999 (the "Verification
Report"). Reference herein to or citation herein of any provisions of the Prior Resolution or the
V erification Report shall be deemed to incorporate the same as a part hereof in the same manner and with
the same effect as if the same were fully set forth herein.
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3. In accordance with the Prior Resolution, the City by this writing exercises the option to
have the pledges, liens and obligations to the holders of the Refunded Bonds discharged and satisfied.
4. There is hereby created and established with the Escrow Trustee a special, segregated and
irrevocable escrow fund designated the "City of Winter Springs, Florida Improvement Refunding
Revenue Escrow Deposit Fund" (the "Escrow Fund") which Escrow Fund to be held in the custody of the
Escrow Trustee as a trust fund for the benefit of the holders of the Refunded Bonds, separate and apart
from other funds of the City and the Escrow Trustee. The Escrow Trustee hereby accepts the Escrow
Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund of the sum of
$ in immediately available funds, $ of such funds being received by the City from the
sale and delivery of the Series 1999 Bonds and $ of such funds being from funds previously
held by the City in the Debt Service Fund for payment of the Refunded Bonds and $ being held
in the Reserve Fund for the Refunded Bonds.
5. The Escrow Trustee represents and acknowledges that, concurrently with the deposit of
the Escrow Proceeds, it has used $ of such Escrow Proceeds to purchase on behalf of and for
the account of the City, from the United States Treasury, certain noncallable direct obligations of the
United States of America guaranteed as to full and timely payment (the "Escrow Securities"), in the
aggregate principal or par amount of $ which are described in Schedule "A" hereto, and the
Escrow Trustee will deposit such obligations to the Escrow Fund. The Escrow Agent has retained $_
of the Escrow Proceeds as uninvested cash to be applied to pay the difference between the principal
amount and interest on maturing Escrow Securities and the debt service on the Refunded Bonds
becoming due on the redemption date.
In the event any of the Escrow Securities described in Schedule "A" hereto are not available for
delivery on July 20, 1999, the Escrow Trustee may, with the approval of Bond Counsel, substitute other
United States Treasury obligations and shall credit such other obligations to the appropriate account in
the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have been
delivered. The City will provide the Escrow Trustee and Bond Counsel with a revised Verification
Report of in regard to the adequacy of the Escrow Securities, taking into account
the substituted obligations to pay the Refunded Bonds in accordance with the terms hereof. The parties
hereto shall not enter into a forward purchase agreement relating to the future investment of cash held
hereunder.
6. In reliance upon the Verification Report, the City represents that the principal amounts
maturing on the Escrow Securities together with the interest to be earned thereon in accordance with their
terms (without consideration of any reinvestment of such maturing principal and interest), are sufficient
together with the uninvested cash sufficient moneys available to the Escrow Trustee to pay the amounts
of principal of, redemption premium, and interest due and to become due on the Refunded Bonds as
described in Schedule "B" attached hereto. If the Escrow Securities shall be insufficient to make such
redemption payments, the City shall timely deposit in the Escrow Fund, solely from legally available
funds of the City, such additional amounts as may be required to pay the Refunded Bonds as described in
Schedule "B" hereto. Notice of any insufficiency shall be given by the Escrow Trustee to the City as
promptly as possible, but the Escrow Trustee shall in no manner be responsible for the City's failure to
make such deposits.
ORL#509961.01
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7. The deposit of the Escrow Securities in the Escrow Fund shall constitute an irrevocable
deposit of Federal Securities (as defined in the Prior Resolution) in irrevocable trust with a banking
institution solely for the payment of the principal, redemption premium, if any, and interest on the
Refunded Bonds at such times and amounts as set forth in Schedule "B" hereto, and subject to the
provisions of Section 9 hereof, the principal of and interest earnings on such Escrow Securities shall be
used solely for such purposes.
8. The City hereby directs, and the Escrow Trustee hereby agrees, that it will undertake the
timely transfer of money to , the Paying Agent for the Refunded Bonds (such Paying
Agent, and any successors or assigns being hereinafter referred to as the "Refunded Bonds Paying
Agent") in accordance with Schedule "B" attached hereto, in order to effectuate this Agreement and to
pay the Refunded Bonds in the amounts and at the times provided in said Schedule "B". The liability of
the Escrow Trustee to make such transfer for the payment of the principal of, redemption premium, if
any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of
the Escrow Securities and the interest earnings thereon and cash available for such purposes in the
Escrow Fund.
9. Money deposited in the Escrow Fund shall be invested and reinvested only in the Escrow
Securities listed in Schedule "A" hereto, and, except as provided in Section 5 hereof and this section,
neither the City nor the Escrow Trustee shall otherwise invest or reinvest any money in the Escrow Fund.
The Escrow Trustee may not sell or otherwise dispose of any or all of the Escrow Securities in the
Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any
of the Escrow Securities, except upon written direction of the City (which direction may be in the form of
a City Resolution or written instructions from an authorized officer of the City) and where, prior to any
such reinvestment or substitution, the Escrow Trustee has received from the City the following:
(a) a written opinion by an independent certified public accountant or firm of
independent certified public accountants, of recognized standing, appointed by the
City and acceptable to the Escrow Trustee, to the effect that after such
reinvestment or substitution the principal amount of Escrow Securities, together
with the interest thereon together with any cash, will be sufficient to pay the
Refunded Bonds as described in Schedule "B" hereto; and
(b) a written opinion of nationally recognized bond counsel to the effect that (i) such
investment will not cause the Refunded Bonds or the Series 1999 Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder or otherwise
cause the interest on the Refunded Bonds or the Series 1999 Bonds to be subject to
federal income tax, and (ii) such investment does not violate any provision of
Florida law or of any documents, or resolution of the City relating to the Refunded
Bonds or the Series 1999 Bonds;
In the event the above-referenced verification concludes that there are surplus moneys in the
Escrow Fund, such surplus moneys shall be immediately released to the City. The Escrow Fund shall
continue in effect until the date upon which the Escrow Trustee makes the final payment to the Refunded
ORL#509961.0 1
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Bonds Paying Agent in an amount sufficient to pay the Refunded Bonds as described in Schedule "B"
hereto, whereupon the Escrow Trustee shall sell or redeem any Escrow Securities remaining in the
Escrow Fund, and shall remit to the City the proceeds thereof, together with all other money, if any, then
remaining in the Escrow Fund.
1 O. The City hereby informs the Escrow Trustee that all of the then Outstanding Refunded
Bonds have been called for early redemption on October 1, 1999 at 101.0% of the principal amount
thereof, plus accrued interest to the redemption date. The City hereby irrevocably instructs the Escrow
Trustee to notify the Refunded Bonds Paying Agent of such redemption and inform each of them to give
notice of redemption ofthe Refunded Bonds as provided in the Prior Resolution.
11. Concurrently with the deposit of the Escrow Securities and cash set forth in Section 5
hereof, the Refunded Bonds are hereby deemed to have been paid within the meaning and with the effect
expressed in the Prior Resolution.
12. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded
Bonds shall have an express lien on all Escrow Securities and cash deposited in the Escrow Fund
pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in
accordance with this Agreement. Neither the City or the Escrow Trustee shall cause or permit any other
lien or interest to be imposed upon the Escrow Funds.
13. This Agreement is made for the benefit of the City and the holders from time to time of
the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent
of all such holders and the written consent of the Escrow Trustee and Financial Guaranty Insurance
Company, the insurer for the Series 1999 Bonds provided, however, that the City and the Escrow Trustee
may, without the consent of, or notice to, such holders, but with the consent of such insurer, enter into
such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders
and as shall not be inconsistent with the terms and provisions of this Agreement, for anyone or more of
the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant, or confer upon, the Escrow Trustee for the benefit of the holders of the
Refunded Bonds, any additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such holders or the Escrow Trustee; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Trustee shall be entitled to rely exclusively upon an unqualified opinion of nationally
recognized bond counsel with respect to compliance with this Section 13, including the extent, if any, to
which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or
that any instrument executed hereunder complies with the conditions and provisions of this Section 13.
14. In consideration of the services rendered by the Escrow Trustee under this Agreement, the
City is simultaneously paying to the Escrow Trustee $_; provided, that such fee shall not include any
expenses associated with the performance by the Escrow Trustee at the request of the City of any
extraordinary services, which are payable by the City upon presentation of an invoice therefor from the
ORL#50996J.Ol
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Escrow Trustee. The Escrow Trustee shall have no lien whatsoever upon any of the Escrow Securities or
cash in said Escrow Fund for the payment of such proper fees and expenses. The City further agrees to
indemnify and save the Escrow Trustee harmless, to the extent allowed by law, against any liabilities
which it may incur in the exercise and performance of its powers and duties hereunder, and which are not
due to its negligence or default.
15. The Escrow Trustee, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than thirty (30) days' written
notice to the City and mailing notice thereof, specifying the date when such resignation will take effect to
the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a
successor Escrow Trustee shall have been appointed by the holders of a majority in aggregate principal
amount of the Refunded Bonds then outstanding or by the City as hereinafter provided and such
successor Escrow Trustee shall have accepted such appointment, in which event such resignation shall
take effect immediately upon the appointment and acceptance of a successor Escrow Trustee.
The Escrow Trustee may be removed at any time by an instrument or concurrent instruments in
writing, delivered to the Escrow Trustee and to the City and signed by the holders of a majority in
aggregate principal amount of the Refunded Bonds then outstanding.
In the event the Escrow Trustee hereunder shall resign or be removed, or be dissolved, or shall be
in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case
the Escrow Trustee shall be taken under the control of any public officer or officers, or of a receiver
appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal
amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing,
signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless,
that in any such event, the City shall appoint a temporary Escrow Trustee to fill such vacancy until a
successor Escrow Trustee shall be appointed by the holders of a majority in aggregate principal amount
of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow
Trustee so appointed by the City shall immediately and without further act be superseded by the Escrow
Trustee so appointed by such holders. The City shall mail notice of any such appointment made by it at
the times and in the manner described in the first paragraph of this Section 15.
In the event that no appointment of a successor Escrow Trustee or a temporary successor Escrow
Trustee shall have been made by such holders or the City pursuant to the foregoing provisions of this
Section 15 within thirty (30) days after written notice of resignation of the Escrow Trustee has been given
to the City, the holder of any of the Refunded Bonds or any retiring Escrow Trustee may apply to any
court of competent jurisdiction for the appointment of a successor Escrow Trustee, and such court may
thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Trustee.
No successor Escrow Trustee shall be appointed unless such successor Escrow Trustee shall be a
corporation with trust powers organized under the banking laws of the United States or any State, and
shall have at the time of appointment capital and surplus of not less than $20,000,000.
Every successor Escrow Trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and to the City an instrument in writing accepting such appointment hereunder and
thereupon such successor Escrow Trustee, without any further act, deed or conveyance, shall become
ORL#50996 \.0 I
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fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but
such predecessor shall nevertheless, on the written request of such successor Escrow Trustee or the City
execute and deliver an instrument transferring to such successor Escrow Trustee all the estates,
properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Trustee
shall deliver all securities and moneys held by it to its successor; provided, however, that before any such
delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow
Trustee shall be paid in full. Should any transfer, assignment or instrument in writing from the City be
required by any successor Escrow Trustee for more fully and certainly vesting in such successor Escrow
Trustee the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor
Escrow Trustee, any such transfer, assignment and instruments in writing shall, on request, be executed,
acknowledged and delivered by the City.
Any corporation into which the Escrow Trustee, or any successor to it in the trusts created by this
Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or
transfers all or substantially all of its corporate trust business to, or any corporation resulting from any
merger, conversion, consolidation or tax-free reorganization to which the Escrow Trustee or any
successor to it shall be a party, if satisfactory to the City, shall be the successor Escrow Trustee under this
Agreement without the execution or filing of any paper or any other act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
In the event the Escrow Trustee resigns or is removed pursuant to the provisions hereof, the total
fee paid to the Escrow Trustee as provided in Section 14 hereof shall be prorated on a straight line basis
from the date hereof until the final payment is scheduled to be made for the Refunded Bonds, and the
unearned portion of such fee shall be rebated and returned to the City.
16. This Agreement, except for Section 14 hereof, shall terminate when all transfers and
payments required to be made by the Escrow Trustee under the provisions hereof shall have been made.
Upon such termination, all moneys remaining in the Escrow Fund shall be released to the City.
17. This Agreement shall be governed by the applicable laws of the State of Florida.
18. If anyone or more of the covenants or agreements provided in this Agreement on the part
of the City or the Escrow Trustee to be performed should be determined by a court of competent
jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be
severable from the remaining covenants and agreements herein contained and shall in no way affect the
validity of the remaining provisions of this Agreement.
19. This Agreement may be executed in several counterparts, all or any of which shall be
regarded for all purposes as one original and shall constitute and be but one and the same instrument.
20. The Issuer will not accelerate the maturity of any Refunded Bonds or exercise any option
to redeem any Refunded Obligations before October 1, 1999.
21. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail
addressed to:
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SunTrust Bank, Central Florida, National Association
225 E. Robinson Street, Suite 250
Orlando, Florida 32801
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, Florida 32708
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to
be executed by their duly authorized officers and appointed officials and their seals to be hereunder
affixed and attested as of the date first above written.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
(SEAL)
ATTEST:
City Clerk
Approved as to form and correctness:
City Attorney
SUNTRUST BANK, CENTRAL
NATIONAL ASSOCIATION
FLORIDA,
By:
Vice President
(SEAL)
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SCHEDULE A
Security
SLGS
Maturity Date
October 1, 1999
Per Amount
Coupon
$
%
ORL#509961.01
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SCHEDULE B
[TO BE PROVIDED]
ORL#509961.01
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