HomeMy WebLinkAbout2001 04 09 Regular B NEW Bond Resolution 2001-11
COMMISSION AGENDA
ITEM B
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR XX
April 9, 2001
Meeting
MGR ~DEPT ~
A lIthori7.::Ition
REQUEST:
The City Manager requesting the Commission to:
. Adopt Bond Resolution #200 I-II authorizing the issue by the City of Tuscawilla
Improvement Area Special Assessment Bonds not to exceed $2,500,000, and
. Authorize the City Manager to award the sale of the bonds to:
. Gardnyer Michael as the lead underwriter (60%) with Hanifen Imhoff and William
Hough as co-managers (20% each) upon compliance with provision of said resolution
PURPOSE:
The purpose of this Agenda Item is to approve a bond resolution related to the Tuscawilla and
Lighting and Beautification District Special Assessment Bonds and authorize the City Manager
to award the sale of the bonds to underwriters.
CONSIDERATIONS:
At the February 12,2001 commission meeting the City Commission approved Regular Item D
which authorized the City Manager to issue, as soon as possible, bonds for the Tuscawilla
Lighting and Beautification District. At the February 12,2001 commission meeting the City
Commission also approved the underwriter arrangement for the Refunding issue.
ATTACHMENTS:
1. Resolution No. 2001-11
2. Preliminary Official Statement
3. February 12,2001 Agenda Item D
RECOMMENDATION:
Approval of Resolution No. 2001-11 and authorize the City Manager to award the sale of the
bonds to the underwriters as described above.
RESOLUTION NO. 2001-11
A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA
AMENDING AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 895
OF THE CITY BY AUTHORIZING THE ISSUANCE BY THE CITY OF NOT
EXCEEDING $2,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001 (TUSCA WILLA
IMPROVEMENT AREA), TO FINANCE A PART OF THE COST OF
CONSTRUCTING RIGHTS-OF- WAY, SUBDIVISION WALLS AND
SUBDIVISION ENTRANCEW A YS WITHIN THE TUSCA WILLA LIGHTING
AND BEA UTIFICA TION DISTRICT, TO PURCHASE A SURETY BOND FOR
DEPOSIT TO THE RESERVE FUND AND TO PAY THE COSTS OF
ISSUANCE OF THE BONDS; PLEDGING TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE BONDS, CERTAIN PLEDGED
REVENUES INCLUDING THE PROCEEDS OF THE NON-AD VALOREM
SPECIAL ASSESSMENTS LEVIED BY THE CITY AGAINST PROPERTY
WITH SUCH ASSESSMENT AREA SPECIALLY BENEFITTED BY SUCH
PROJECT AND THE FIRST ONE HUNDRED AND SIXTY THOUSAND
DOLLARS ($160,000.00) OF HALF-CENT SALES TAX RECEIVED BY THE
CITY IN EACH FISCAL YEAR OF THE CITY; DELEGATING TO THE CITY
MANAGER SUBJECT TO COMPLIANCE WITH THE APPLICABLE
PROVISION HEREOF, THE AUTHORITY TO AWARD THE SALE OF SUCH
BONDS BY EXECUTING AND DELIVERING TO THE UNDERWRITERS OF
SUCH BONDS A BOND PURCHASE CONTRACT; ACCEPTING THE
COMMITMENT OF FINANCIAL SECURITY ASSURANCE INC. FOR THE
ISSUANCE OF A BOND INSURANCE POLICY FOR SUCH BONDS; AND
THE COMMITMENT OF FINANCIAL SECURITY ASSURANCE INC. FOR
THE ISSUANCE OF A SURETY BOND FOR DEPOSIT TO THE RESERVE
FUND FOR SUCH BONDS; APPROVING FORM OF SAID BONDS;
APPROVING THE FORM OF AND AUTHORIZING THE DISSEMINATION
OF THE PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE FINAL OFFICIAL STATEMENT;
A UTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF CITY OF
WINTER SPRINGS, FLORIDA TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID
BONDS; DESIGNATING THE BONDS AS BANK QUALIFIED; APPOINTING
THE PAYING AGENT AND REGISTRAR FOR THE BONDS; APPROVING A
BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; MAKING
CERT AIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE
HOLDERS OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
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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,
and other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined
in this Resolution shall have the meanings specified in this section. Words importing singular
number shall include the plural number in each case and vice versa, and words importing persons
shall include firms and corporations.
"Acquired Obligations" shall mean and include any of the following securities, if and to
the extent the same are at the time legal for investment of funds of the Issuer:
(i) any bonds or other obligations which as to principal and interest constitute
direct obligations of, or are unconditionally guaranteed by, the United States of America,
including obligations of any Federal agency or corporation which has been or may hereafter be
created pursuant to an act of Congress as an agency or instrumentality of the United States of
America to the extent unconditionally guaranteed by the United States of America or any other
evidences of an ownership interest in obligations or in specified portions thereof (which may
consist of specified portions of the interest thereon) of the character described in this clause (i)
held by a bank or trust company as custodian, under which the owner of the investment is the real
party in interest and has the right to proceed directly and individually against the obligor on the
obligations described in this clause (i), and which underlying obligations are not available to
satisfy any claim of the custodian or any person claiming through the custodian or to whom the
custodian may be obligated; and
(ii) any bonds or other obligations of (a) the State of Florida or any
governmental unit thereof or (b) any other state ofthe United States or governmental unit thereof,
the interest on which is excluded from gross income for federal income tax purposes and which
are rated at such time in the then highest rating category of two or more nationally recognized
municipal rating agencies; and
(iii) any bonds or other obligations of any state of the United States of America
or of any agency, instrumentality or local governmental unit of any such state (a) which are not
callable at the option of the obligor prior to maturity or as to which irrevocable notice has been
given by the obligor to call such bonds or obligations on the date specified in the notice, (b) which
are fully secured as to principal and interest and redemption premium, if any, by a fund consisting
only of cash or bonds or other obligations of the character described in clause (i) hereof which
fund may be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and
( c) as to which the principal of and interest on the bonds and obligations of the character described
in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such
fund is sufficient to pay principal of and interest and redemption premium, if any, on the bonds
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or other obligations described in this clause (iii) on the maturity date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of
this clause (iii), as appropriate.
"Amortization Installment" shall mean an amount designated as such by supplemental
resolution of the Issuer and established with respect to any Term Bonds.
"Assessment Area" shall mean that area within the City designated as the Tuscawilla
Improvement Area pursuant to City Resolution No. 99-884 as amended and supplemented.
"Assessments" shall mean the proceeds to be derived from the special assessments imposed
and levied by the City for the payment of the Project Cost of Local Improvements (as defined in
City Ordinance 98-704) against the property within the Tuscawilla Improvement Area to be
specially benefitted by the construction of the Project, including interest on such Assessments and
any penalties thereon and moneys received upon the foreclosure of the liens of any such
Assessments, but excluding moneys recovered for the expense of collecting Assessments.
" Average Annual Bond Service Requirement" shall mean, the total amount of Bond Service
Requirement which is to become due on all Bonds deemed to be Outstanding immediately after
the issuance of the Bonds divided 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 amount 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.
"Bond Counsel" shall mean Akerman, Senterfitt & Eidson, P.A. or any other attorney at
law or firm of attorneys of nationally recognized standing in matters pertaining to the exclusion
from gross income for federal income tax purposes of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any state of
the United States of America.
"Bond Insurance Policy," shall mean the municipal bond insurance policy issued by the
Bond Insurer that guarantees the scheduled payment of principal of, and interest on, the Bonds
when due.
"Bond Insurer," with respect to the Bonds, shall mean Financial Security Assurance Inc.,
a New York stock insurance company or any successor thereto or assignee thereof.
"Bond Service Requirement" shall mean, for any Bond Year, the amount of principal of
or Amortization Installments and interest due on the Bonds for such Bond Year.
"Bond Year" shall mean the fiscal Year of the Issuer.
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"Bonds" shall mean the Special Assessment Revenue Bonds, Series 2001 (Tuscawilla
ImproveI:llent Area) herein authorized to be issued herein.
"City Attorney" shall mean the City Attorney of the Issuer.
"City Manager" shall mean the City Manager of the Issuer.
"Clerk" shall mean the City Clerk of the Issuer.
"Construction Fund" shall mean the Construction Fund created and established pursuant
to Section 16 of this Resolution.
"Continuing Disclosure Certificate" shall mean that certain certificate related to the Bonds
to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the underwriter or
underwriters, as it may be amended from time to time in accordance with the terms thereof,
_ whereby the Issuer undertakes to comply with the secondary disclosure requirements of the Rule.
"Delinquent Assessment Interest" shall mean the interest portion of the Assessments
deposited with the Issuer after the date on which such interest portion of the Assessments has
become due and payable.
"Delinquent Assessment Principal" shall mean the principal portion of the Assessments
deposited with the Issuer after the date on which such principal portion of the Assessments has
become due and payable.
"Finance Director" shall mean the Finance Director of the Issuer.
"Fiscal Year" shall mean the period commencing on October 1 of each year and ending on
the next succeeding September 30 or such other annual period as may be prescribed by law from
time to time for the Issuer.
"Half-Cent Sales Tax" shall mean the proceeds of the local government half-cent sales tax
distributed to the City from the Local Government Half-Cent Sales Tax Clearing Trust Fund as
defined and described in Part VI, Chapter 218, Florida Statutes, as amended.
"Holder of Bonds " or "Bondholders" or any similar term shall mean any persons who shall
be the registered owner of any outstanding Bonds.
"Issuer" or "City" shall mean the City of Winter Springs, Florida.
"Maximum Bond Service Requirement" shall mean, as of any particular date of calculation,
the greatest amount of aggregate Bond Service Requirement for the then current or any future
Bond Year, except that with respect to any Bonds for which Amortization Installments have been
established, the amount of principal coming due on the final maturity date with respect to such
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Bonds shall be reduced by the aggregate principal amount of such Bonds that are to be redeemed
from Amortization Installments which were to be made in prior Bond Years.
"Outstanding" or "Bonds Outstanding" shall mean all Bonds which have been issued
pursuant to this Resolution, except:
(i) Bonds canceled after purchase in the open market or because of payment at
or redemption prior to maturity;
(ii) Bonds for the payment or redemption of which cash funds or Acquired
Obligations or any combination thereof shall have been theretofore irrevocably set aside in a
special account with an escrow agent (whether upon or prior to the maturity or redemption date
of any such Bonds) in an amount which, together with earnings on such Acquired Obligations, will
be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier
redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice
of such redemption shall have been given according to the requirements of this Resolution or
irrevocable instructions directing the timely publication of such notice and directing the payment
of the principal of and interest on all such Bonds at such redemption dates shall have been given;
and
(iii) Bonds which are deemed paid pursuant to this Resolution or in lieu of which
other Bonds have been issued under Sections 11 and 13 hereof.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
supplemental resolution and its successors or assigns, and any other Person which may at any time
be substituted in its place pursuant to a supplemental resolution.
"Permitted Investments" shall mean any of the following which shall be authorized from
time to time by applicable laws of the State of Florida for deposit or purchase by the Issuer for the
investment of its funds:
1. (a) Direct obligations (other than an obligation subject to variation in principal
repayment) of the United States of America ("United States Treasury Obligations"), (b) obligations
fully and unconditionally guaranteed as to timely payment of principal and interest by the United
States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of
principal and interest by any agency or instrumentality of the United States of America, or (d)
evidences of ownership of proportionate interests in future interest and principal payments on
obligations described above held by a bank or trust company as custodian, under which the owner
of the investment is the real party in interest and has the right to proceed directly and individually
against the obligor and the underlying government obligations are not available to any person
claiming through the custodian or to whom the custodian may be obligated.
2.
Federal Housing Administration debentures.
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3. The following obligations of government-sponsored agencies:
Federal Home Loan Mortgage Corporation (FHLMC) participation
certificates (excluded are stripped mortgage securities which are purchased at prices exceeding
their principal amounts) and senior debt obligations
Farm Credit Banks (formerly: Federal Land Banks, Federal Intermediate
Credit Banks and Banks for Cooperatives) Consolidated system-wide bonds and notes .
Federal Home Loan Banks (FHL Banks) consolidated debt obligations
Federal National Mortgage Association (FNMA) senior debt obligations and
mortgage-backed securities (excluded are stripped mortgage securities which are purchased at
prices exceeding their principal amounts) .
Student Loan Marketing Association (SLMA) senior debt obligations
(excluded are securities that do not have a fixed par value and/or whose terms do not promise a
fixed dollar amount at maturity or call date)
Financing Corporation (FICO) debt obligations
Resolution Funding Corporation (REFCORP) debt obligations
4. Unsecured certificates of deposit, time deposits, and bankers' acceptances (having
maturities of not more than 30 days) of any bank the short -term obligations of which are rated "A-
1 or better by S&P.
5. Deposits the aggregate amount of which are fully insured by the Federal Deposit
Insurance Corporation (FDIC), in banks which have capital and surplus of at least $5 million.
6. . Commercial paper (having original maturities of not more than 270 days) rated "A-
I +" by S&P and "Prime-I" by Moody's.
7. Money market funds rated "AAm" or "AAm-G" by S&P, or better.
8. "State Obligations," which means:
A. Direct general obligations of any state of the United States of American or
any subdivision or agency thereof to which is pledged the full faith and credit of a state the
unsecured general obligation debt of which is rated "A3" by Moody's and "A" by S&P, or better,
or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose
unsecured general obligation debt is so rated.
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B. Direct general short-term obligations of any state agency or subdivision or
agency thereof described in (A) above and rated "A-1 +" by S&P and "MIG-l f1 by Moody's.
C. Special Revenue Bonds (as defined in the United States Bankruptcy Code)
of any state, state agency or subdivision described in (A) above and rated" AA" or better by S&P
and "Aa" or better by Moody's.
9. Pre-refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's
meeting the following requirements ("Pre-refunded Obligations"):
A. the municipal obligations are (1) not subject to redemption prior to maturity
or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning
their call and redemption and the issuer of the municipal obligations has covenanted not to redeem
such municipal obligations other than as set forth in such instructions;
B. the municipal obligations are secured by cash or United States Treasury
Obligations which may be applied only to payment of the principal of, interest and premium on
such municipal obligations;
C. the principal of an interest on the United states Treasury Obligations (plus
any cash in the escrow) has been verified by the report of independent certified public accountants
to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due
on the municipal obligations ("Verification ");
D. the cash or United States Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal
obligations;
E. no substitution of a United States Treasury Obligation shall be permitted
except with another United States Treasury Obligation and upon delivery of a new Verification;
and
F. the cash or United States Treasury Obligations are not available to satisfy
any other claims, including those by or against the trustee or escrow agent.
10. Repurchase agreements:
With (1) any domestic bank, or domestic branch of a foreign bank, the long term debt of
which is rated at least" A" by S&P and Moody's; or (2) any broker-dealer with "retain customers"
or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the
provider) of which has, long-term debt rated at least "A" by S&P and Moody's, which brok~r-
dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any
other entity rated f1 A f1 or better by S&P and Moody's and acceptable to the Insurer, provided that:
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A. The market value of the collateral is maintained at levels and upon such
conditions as would be acceptable to S&P and Moody's to maintain an "A" rating in an "A" rated
structured financing (with a market value approach):
B. The Paying Agent or a third party acting solely as agent therefor or for the
Issuer (the "Holder of the Collateral") has possession of the collateral or the collateral has been
transferred to the Holder of the collateral in accordance with applicable state and federal laws
(other than by means of entries on the transferor's books);
C. The repurchase agreement shall state and an opinion of counsel shall be
rendered at that time such collateral is delivered that the Holder of the Collateral has a perfected
first priority security interest in the collateral, any substituted collateral and all proceeds thereof
(in the case of bearer securities, this means the Holder of the Collateral is in possession);
D. All other requirements of S&P in respect of repurchase agreements shall be
met.
E. The repurchase agreement shall provide that if during its term the
provider; , s rating by either Moody's or S&P is withdrawn or suspended or falls below "A -" by
S&P or "A3" by Moody's, as appropriate, the provider must, at the direction of the Issuer or the
Paying Agent (who shall give such direction if so directed by the Insurer), within 10 days of
receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty
or premium to the Issuer or Paying Agent.
. Notwithstanding the above, if a repurchase agreement has a term of270 days or less
(with no evergreen provision), collateral levels need not be as specified in (A) above, so long as
such collateral levels are 103 % or better and the provider is rated at least "A" by S&P and
Moody's, respectively.
11. Investment agreements with a domestic or foreign bank or corporation (other than
a life or property casualty insurance company) the long-term debt of which, or, in the case of a
guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty
insurance company, claims paying ability, of the guarantor is rated at least "AA" by SP an "Aa"
by Moody's; provided that, by the terms of the investment agreement:
A. interest payments are to be made to the Paying Agent at times and in
amounts as necessary to pay debt service (or, if the investment agreement is for the construction
fund, construction draws) on the Bonds;
B. the invested funds are available for withdrawal without penalty or premium,
at any time upon not more than seven days' prior notice; the Issuer and the Paying Agent hereby
agree to give or cause to be given notice in accordance with the terms of the investment agreement
so as to receive funds thereunder with no penalty or premium paid;
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C. the investment agreement shall state that is the unconditional and general
obligation of, and is not subordinated to any other obligation of, the provider thereof or, if the
provider is a bank, the agreement or the opinion of counsel shall state that the obligations of the
provider to make payments thereunder ranks pari passu with the obligations of the provider to its
other depositors and its other unsecured and unsubordinated creditors;
D. the Issuer or the Paying Agent receives the opinion of domestic counsel
(which opinion shall be addressed to the Issuer and the Insurer) that such investment agreement
is legal, valid, binding and enforceable upon the provider in accordance with its terms and of
foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Insurer;
E. The investment agreement shall provide that if during its term
(i) . the provider's rating by either S&P ro Moody's falls below "AA-"
or "Aa3", respectively, the provider shall, at its option, withing 10 days of receipt of publication
of such downgrade, either (i) collateralize the investment agreement by delivering or transferring
in accordance with applicable state and federal laws (other than by means of entries on the
provider's books) to the Issuer, the Paying Agent or a third party acting solely as agent therefor
(the "Holder of the Collateral ") collateral free and clear of any third-party liens or claims their
market value of which collateral is maintained at levels and upon such conditions as would be
acceptable to S& P and Moody's to maintain an "A" rating in an "A" rated structured financing
(with a market value approach); or (ii) repay the principal of an accrued but unpaid interest on the
investment; and
(ii) the provider's rating by either S&P or Moody's is withdrawn or
suspended or falls below "A -" or "A3", respectively, the provider must, at the direction ofthe
Issuer or Paying Agent (who shall give such direction if so directed by the applicable Insurer),
within 10 days of receipt of such direction, repay the principal of and accrued but unpaid interest
on the investment, in either case with no penalty or premium to the Issuer or Paying Agent; and
F. The investment agreement shall state and an opinion of counsel shall be
rendered, in the event collateral is required to be pledged by the provider under the terms of the
investment agreement, at the time such collateral is delivered, that the Holder of the Collateral has
a perfected first priority security interest in the collateral, any substituted collateral and all
proceeds thereof (in the case of bearer securities, this means the holder of the collateral is in
possession); and
G. The investment agreement must provide that if during its term
(i) the provider shall default in its payment 'obligations, the provider's
obligations under the investment agreement shall, at the direction ofthe Issuer or the Paying Agent
(who shall give such direction if so directed by the Issuer), be accelerated and amounts invested
and accrued but unpaid interest thereon shall be repaid to the Issuer or Paying Agent, as
appropriate, and
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(ii) the provider shall become insolvent, not pay its debts as they become
due, be declared or petition to be declared bankrupt, etc. ("event of insolvency"), the provider's
obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest
thereon shall be repaid to the Issuer or Paying Agent, as appropriate. .
12. Units of Participation in the Local Government Surplus Funds Trust Fund
established pursuant to Part IV, Chapter 218, Florida Statutes.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Revenues" shall mean the Assessments, the first $160,000 of Half-Cent Sales Tax
received by the City in each Fiscal Year of the City and until applied in accordance with the
provisions of this Resolution, the proceeds of the Bonds and all moneys including investments, in
the funds and accounts established hereunder, except the Rebate Fund.
"Prepayment Principal" shall mean the excess amount of the principal portion of the
Assessments received by the Issuer over the principal portion of the Assessments then due, but
shall not include Delinquent Assessment Principal.
"Project" shall mean those certain capital projects to be made within the Assessment Area,
all or more particularly described in the plans and specifications on file or to be on file with the
City as the same may be amended or supplemented from time to time.
"Project Costs" shall mean all costs authorized to be paid from the Construction Fund
pursuant to Section 18 hereof to the extent permitted under the laws of the State. It is intended that
this definition be broadly construed to encompass all costs, expenses and liabilities of the Issuer
related to the Project which on the date of this Resolution or in the future shall be permitted to be
funded with the proceeds of the Bonds pursuant to the laws of the State.
"Rebate Fund" shall mean the Rebate Fund created pursuant to Section 24 of this
Resolution.
"Redemption Price" shall mean with respect to any Bond or portion thereof, the principal
amount or portion thereof, plus the applicable premium, if any. payable upon redemption thereof
pursuant to such Bond or this Resolution.
"Registrar" shall mean any registrar for the Bonds appointed hereby or pursuant to
supplemental resolution and its successors and assigns, and any other Person which may at any
time be substituted in its place pursuant to a supplemental resolution.
"Reserve Fund" shall mean the Reserve Fund created and established pursuant to Section
16 of this Resolution.
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"Reserve Requirement" shall be the lesser of (i) the Maximum Bond Service Requirement,
(ii) 125 % of the Average Annual Bond Service Requirement or (iii) ten percent (10 %) of the
proceeds of the Bonds.
"Resolution" shall mean this resolution as from time to time may be amended or
supplemented, in accordance with the terms hereof.
"Rule" shall mean Rule 15c2-12 of the United States Securities and Exchange Commission,
as amended.
"Serial Bonds" shall mean all of the Bonds other than Term Bonds, as shall be determined
by supplemental resolution of the Issuer.
"State" shall mean the State of Florida.
"Surety Bond" shall mean the surety bond issued by the Bond Insurer guaranteeing certain
payments into the Reserve Fund as provided therein and subject to the limitations set forth therein.
"Term Bonds" shall mean the Bonds of a series, all of which shall be stated to mature on
one date, as shall be determined by supplemental resolution of the Issuer.
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
(A) It is in the best interests of the Issuer and the residents the~.eof that the Issuer
authorize the issuance of the Bonds for the purpose of designing, permitting, acquiring and
constructing the Project.
(B) The Issuer has legally imposed the Assessments.
(C) The principal of and interest and redemption premium on the Bonds and all other
payments hereunder will be secured solely by the Pledged Revenues. The Issuer shall never be
required to use any ad valorem taxes for the payment of the Bonds. The Bonds shall not constitute
a pledge of the faith and credit of the Issuer, nor shall the Bondholders or the Bond Insurer have
any lien or encumbrance on the Project or. upon any other property of the Issuer except the
Pledged Revenues.
(D)
The Pledged Revenues have not been pledged or encumbered in any manner.
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SECTION 4. AUTHORIZATION OF DESIGN, PERMITTING, ACQUISITION AND
CONSTRUCTION OF THE PROJECT. There is hereby authorized the design, permitting,
acquisition and construction of the Project.
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the purchase and acceptance of any or all of the 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 Owners from time to time of the Bonds and shall be a part of any
contract of bond insurance that pertains to the Bonds. The pledge made in this Resolution and the
provisions, covenants and agreements herein set forth to be performed by or On behalf of the
Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the
Bonds and for the benefit, protection and security of any Bond Insurer insuring the Bonds. All of
the 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 Bonds over any other thereof except as
expressly provided in or pursuant to this Resolution.
SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions
hereof, obligations of the Issuer to be known as "Special Assessment Revenue Bonds, Series 2001
(Tuscawilla Improvement Area)," are authorized to be issued in the aggregate principal amount
of not exceeding $2,500,000.
SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered
form; shall be numbered consecutively from one upward in order of Maturity preceded by the
letter "R" or such other lettering as the Issuer shall approve; shall be in the denomination of
$5,000 each, or integral multiples thereof; shall be dated, shall bear interest or yields at such rate
or rates or yields not exceeding the maximum rate allowed by State law, the actual rate or rates
or yields to be as set forth in the Bond Purchase Contract referred to in Section 33 hereof; such
interest to be payable semiannually at such times and such Bonds shall mature annually on such
date in such years and in such amounts and have such other terms all as set forth in the Bond
Purchase Contract referred to in Section 33 hereof.
Each 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 shall bear interest
from such interest payment date, or, unless authenticated prior to the first interest payment date,
iii 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 made, such Bond
shall bear interest from the date to which interest shall have been paid.
The principal of, the interest and redemption premium, if any, on the Bonds shall be
payable in any coin or currency of the United States of America which on the respective dates of
payment thereof is legal tender for the payment of public and private debts. The interest on the
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 provided for as the registered Owner thereof on
0R373052;6
12
the 15th day of the calendar month immediately preceding the applicable interest payment date,
by check or draft mailed to such registered Owner at his address as it appears on such registration
books or by wire transfer to Owners of $1,000,000 or more in principal amount of the Bonds.
Payment of the principal of all Bonds shall be made upon the presentation and surrender of such
Bonds as the same shall become due and payable.
Notwithstanding any other provisions of this section, the Issuer may, at its option, prior
to the date of issuance of the Bonds, elect to use an immobilization system or book-entry system
with respect to issuance of such Bonds. Such election shall be conclusively evidenced by
execution by the proper officers of the Issuer of Bonds reflecting use of a bond-entry system. As
long as any Bonds are outstanding in book-entry form the provisions of this Resolution
inconsistent with such system of book-entry registration shall not be applicable to such Bonds.
SECTION 8. EXECUTION OF BONDS. The Bonds shall be signed by, or bear the
facsimile signature of the Mayor or Deputy Mayor of the Issuer, and shall be attested by, or bear
the facsimile signature of, the Clerk or any Deputy Clerk and a facsimile of the official seal of the
Issuer shall be imprinted on the Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Bonds shall cease to be such officer before the delivery of such 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 Bond may bear the facsimile signature of or may be signed by
such persons who, at the actual time of the execution of such Bond, shall be the proper officers
to sign such Bonds although, at the date of such Bond, such persons may not have been such
officers.
SECTION 9. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have
endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth,
duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security
under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such
certificate of authentication shall have been duly executed by. the Registrar, and such certificate
of the Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Resolution. The Registrar's certificate of authentication on
any 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 of the Bonds that may be issued hereunder at anyone time.
SECTION 10. EXCHANGE OF BONDS. Any Bonds, upon surrender thereof at the
principal corporate trust office of the Registrar, together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be satisfactory to the
Registrar, may, at the option of the Owner, be exchanged for an aggregate principal amount of
Bonds equal to the principal amount of the Bond or Bonds so surrendered.
OR373052;6
13
The Registrar shall make provision for the exchange of Bonds at the designated office of
the Registrar. The Issuer and Registrar shall not be obligated to make any exchange of Bonds
during the fifteen (15) days next preceding an interest payment date or in the case of any proposed
redemption of Bonds during the fifteen (15) days next preceding the redemption date established
for such Bonds.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS.
The Registrar shall keep books for the registration of and for the registration of transfers of Bonds
as provided in this Resolution. The transfer of any Bonds may be registered only upon such books
and only upon surrender thereof to 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.
Upon any such registration of transfer, the Issuer shall execute and the Registrar shall authenticate
and deliver in exchange for such Bond, a new Bond or Bonds registered in the name of the
transferee, and in an aggregate principal amount equal to the principal amount of such Bond or
Bonds so surrendered. The Issuer and Registrar shall not be obligated to make any transfer of
Bonds during the fifteen (15) days next preceding an interest payment date or in the case of any
proposed redemption of Bonds during the fifteen (15) days next preceding" the redemption date
established for such Bonds.
In all cases in which Bonds shall be exchanged, the Issuer shall execute and the Registrar
shall authenticate and deliver, at the earliest practicable time, a new Bond or Bonds in accordance
with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration
of transfer shall forthwith be canceled by the Registrar. The Issuer or the Registrar may make a
charge for every such exchange or registration of transfer of 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 transfe~ of Bonds under the provisions of this Resolution.
SECTION 12. OWNERSHIP OF BONDS. The Person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of or on account of the principal or redemption price of any such Bond, and the interest
on any such Bonds shall 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 Bond including the premium, if any, and interest thereon to the extent of the
sum or sums so paid.
SECTION 13. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any
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 Bond of like date and tenor
as the Bond so mutilated, destroyed, stolen or lost in exchange and substitution for such mutilated
Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the
Bond destroyed, stolen or lost, and upon the Owner furnishing the 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 prescribe and paying such expenses
0R373052;6
14
as the Issuer and the Registrar may incur. All Bonds so surrendered shall be canceled by the
Issuer. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute
Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost,
stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to
equal and proportionate 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 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to
redemption prior to their maturity, at such times and in such manner as shall be set forth in the
Bond Purchase Contract referred to in Section 33 hereof.
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail, postage prepaid, to all Owners of 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 Bonds shall not affect the validity of the
proceedings for such redemption with respect to Owners of 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 Bonds of one maturity are to be called, the distinctive
numbers of such Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the
portion of the principal amount to be redeemed.
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 Bond Service Fund to pay the
redemption price of the Bonds to be redeemed.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
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 Bonds or portions of Bonds shall cease to bear interest. Upon
surrender of such Bonds for redemption in accordance with said notice, such 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 partial
redemption of any Bond, there shall be prepared for the Owner a new Bond or Bonds of the same
maturity in the amount of the unpaid principal of such partially redeemed Bond. All Bonds which
have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Issuer as set out
below, but no defect in said further notice nor any failure to give all or any portion of such further
notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is
given as above prescribed.
0R373052;6
15
(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 Bonds being
redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by
each Bond being redeemed: (iv) the maturity date of each Bond being redeemed; and (v) any other
descriptive information needed to identify accurately the 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 overnight 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 Bonds consist and to one or more national information services
that disseminates notices of redemption of obligations such as the Bonds.
SECTION 15. FORM OF BONDS. The text of the Bonds, together with the certificate
of authentication to be endorsed therein, shall be in substantially the following form, with such
omissions, insertions and variations as maybe necessary, desirable, authorized or permitted by this
Resolution, or as may be necessary to comply with applicable laws, rules and regulations of the
United States and of the State in effect upon the issuance thereof.
0R373052;6
16
[FORM OF BOND]
No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001
(TUSCA WILLA IMPROVEMENT AREA)
MATURITY DATE:
INTEREST RATE:
DA TED DATE:
,2001
CUSIP:
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer) for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity Date
identified above, upon the presentation and surrender hereof at the principal corporate trust office
of , Florida, solely 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 thereof 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 or draft transmitted to the Registered Owner at his address as it appears on the Bond
registration books of the Issuer as it appears on the 15th day of the calendar month preceding the
applicable interest payment date, interest on said Principal Amount at the Interest Rate per annum
identified above on each April 1 and October 1 commencing October 1, 2001 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 1, 2001, in which event this Bond shall bear interest from
2001.
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 the manner required by the Resolution
described below.
0R373052;6
17
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, and interest rate, issued to acquire, construct and erect certain capital projects within the
Tuscawilla Improvement Area (as described in Resolution No. 99-884 of the Issuer)located within
the jurisdiction of the Issuer, all 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 Issuer,
and Resolution No. duly adopted by the Issuer on , 2001 (hereinafter
collectively called the "Resolution") and is subject to all the terms and conditions of such
Resolution. All capitalized undefined terms used herein shall have the meaning set forth in the
Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge ofthe Pledged Revenues (as defined in the Resolution), all in the manner and to the extent
provided in the Resolution.
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 Bondowner 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 bond
service fund, reserve or other payments provided for in the Resolution.
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 Pledged Revenues 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 subject liability or accountability by reason of the
issuance hereof.
It is certified that this Bond is authorized by and is issued in conformity 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 the
laws of the State of Florida but may be transferred by the Bondowner 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 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.
0R373052;6
18
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 I
signatures), and its seal or facsimile thereof to be affixed, unpressed, imprinted, lithographed or
reproduced hereon, all as ofthe _ day of ,2001.
(SEAL)
ATTESTED AND COUNTERSIGNED:
Clerk
0R373052;6
CITY OF WINTER SPRINGS, FLORIDA
Mayor
19
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned Resolution.
, Registrar, as
Date of Authentication:
Authenticating Agent
By:
Authorized Officer
OR373052;6
20
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of transferee)
the attached bond of the City of Winter Springs, Florida, and does 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.
Date
Signature Guaranteed by
(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 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 Transferee is
supplied.
By:
Title:
(END OF FORM OF BOND]
0R373052;6
21
SECTION 16. CREATION OF FUNDS. There are hereby created and established for the
Bonds the following funds and accounts, which funds and accounts shall be trust funds held by the
City for the purposes herein provided and used only in the manner herein provided:
(A) The "City of Winter Springs Special Assessment Revenue Fund" (hereinafter
sometimes called the "Revenue Fund") to be held by the Issuer and to the credit of which deposits
shall be made as required by Section 20(A) hereof.
(B) The "City of Winter Springs Special Assessment Bond Service Fund" (hereinafter
sometimes called the "Bond Service Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 20(B)(1) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the Interest Account, the Redemption
Account and the Prepayment Account.
(C) The "City of Winter Springs Special Assessment Reserve Fund" (hereinafter
sometimes called the "Reserve Fund ") to be held by the Issuer and to the credit of which deposits
shall be made as required by Section 20(B)(1) hereof.
(D) The "City of Winter Springs Special Assessment Construction Fund" (hereinafter
sometimes called the "Construction Fund ") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 17 hereof.
(E) The City of Winter Springs Half-Cent Sales Tax Fund (the "Sales Tax Fund") to
be held by the Issuer and to the credit of which deposit shall be made as referenced by Section 20
(B) (5) hereof.
SECTION 17. APPLICATION OFBOND PROCEEDS. The proceeds, including accrued
interest and premium, if any, received from the sale of the Bonds shall be applied by the Issuer
simultaneously with the delivery of such Bonds to the purchaser thereof, as follows:
(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 Bonds.
(B) The Issuer shall purchase from the Bond Insurer the Surety Bond in an amount
equal to the Reserve Requirement for the Bonds which shall be deposited in the Reserve Fund.
(C) The balance of the proceeds of the Bonds shall be deposited into the Construction
Fund hereby created and used solely for the purpose of paying Costs of the Project. Other than
costs of issuing and delivering the Bonds which shall be paid at the direction of the City Manager
of the Issuer or his designee, the Issuer shall make disbursements or payments from the
Construction Fund to pay the Costs of the Project only upon the filing in the office of the Clerk
of certificates signed by the Finance Director and the Project engineer or other qualified
consultant, stating with respect to each disbursement or payment to be made: (1) the item number
of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount
0R373052;6
22
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 Project and is a proper charge against
the Construction Fund and has not been the basis of any previous disbursement or payment, or that
each obligation, item of cost or expense mentioned therein is a reimbursement of a part of the Cost
of the Project which has been paid by the Issuer or will be paid b)' 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 Issuer or otherwise been
the basis of any previous disbursement or payment and the Issuer is entitled to reimbursement
thereof.
The date of completion of the Project shall be determined by the Project engineer or other
qualified consultant who shall certify such fact in writing to the governing body of the Issuer.
Promptly after the date of the completion of the Project, and after paying or making provisions
for the payment of all unpaid items of the Cost of the Project, the Issuer shall deposit in the
following order of priority any balance of moneys r~maining in the Construction Fund in
(1) another construction fund or account established in connection with projects for which there
are insufficient moneys present to pay the costs of such project, (2) the Reserve Fund created for
the benefit of the Bonds, to the extent of a deficiency therein and (3) such other fund or account
of the Issuer as shall be determined by the governing body, provided the Issuer has received an
opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion of
interest on the Bonds from gross income for federal income tax purposes.
SECTION 18. DISBURSEMENTS FROM CONSTRUCTION FUND. Moneys on deposit
from time to time in the Construction Fund shall be used to payor reimburse the following Project
Costs:
(A) Costs incurred directly or indirectly for or in connection with the Project including,
but not limited to, those for preliminary planning and studies, architectural, legal, financial,
engineering and supervisory services, labor, services, materials, equipment, acquisitions, land,
rights-of-way, improvements and installation;
(B) Premiums attributable to all insurance required to be taken out and maintained
during the period of construction with respect to the Project, the premium on each surety bond,
if any, required with respect to work on such facilities, and taxes, assessments and other charges
hereof that may become payable during the period of construction with respect to such Project;
(C) Costs incurred directly or indirectly in seeking to enforce any remedy against a
contractor or subcontractor in respect of any default under. a contract relating to the Project or
costs incurred directly or indirectly in defending any claim by a contractor or subcontractor with
respect to the Project;
(D) Financial, legal, accounting, appraisals, title evidence and printing and engraving
fees, charges and expenses, and all other such fees, charges and expenses incurred in connection
with the authorization, sale, issuance and delivery of the Bonds;
0R373052;6
23
(E) Interest funded from Bond proceeds, if any, for a reasonable period of time, which
shall be deposited in the Construction Fund and shall be used to pay interest on the Bonds during
such period of time;
(F) Any other incidental and necessary costs including without limitation any expenses,
fees and charges relating to the acquisition, construction or installation of the Project, including
the cost of temporary employees of the Issuer retained to carry out duties in connection with the
acquisition, construction or erection of a Project;
(G) Costs incurred directly or indirectly in placing the Project in operation in order that
completion of such Project may occur;
(H) Any other costs authorized pursuant to a supplemental resolution of the Issuer and
permitted under the laws of the State; and
(I) Reimbursements to the Issuer in accordance with applicable law for any of the
above items theretofore paid by or on behalf of the Issuer.
SECTION 19. 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 Pledged Revenues as herein provided. No Holder or Holders 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, or to compel the Issuer to pay such
principal and interest from any other funds of the Issuer.
SECTION 20. COVENANTS OF THE ISSUER. For so long as any of the principal of
and interest on any of the 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 herein, the Issuer covenants with the Holders of any and all Bonds as follows:
(A) REVENUE FUND. All Assessments (other than Delinquent Assessment Principal,
Delinquent Assessment Interest and Prepayment Principal) shall upon receipt thereof by the Issuer
be deposited in the Revenue Fund. All deposits into such Revenue Fund shall be deemed to be held
in trust for the purposes herein provided and used only for the purposes and in the manner herein
provided.
(B) DISPOSITION OF REVENUES. All revenues in the Revenue Fund shall be
disposed of at least two (2) business days prior to each April 1 and October 1 commencing
October I, 2001 (each being an "Interest Payment Date") only in the following manner and the
following order or priority:
0R373052;6
24
(1) The Issuer shall first deposit into the Bond Service Fund and credit to the
following accounts, in the following order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the following identified sums:
(a) Interest Account: A portion of the Assessments which shall represent
interest on the Assessments as will be sufficient to pay all interest coming due on all outstanding
Bonds on the next Interest Payment Date, together with any fees and charges of the Paying Agent
and Registrar therefor. Moneys in the Interest Account may be used only for the purposes set forth
in this paragraph (a).
(b) Principal Account: A portion of the Assessments which shall be
allocable to the principal of the Assessments as will be sufficient to pay the principal amount of
the Outstanding Bonds which will mature and become due on the next maturity date. Moneys in
the Principal Account may be used only for the purposes set forth in this paragraph.
(c) Redemption Account: Such sum as will be sufficient to pay any
Amortization Installment established for the mandatory redemption of Outstanding Bonds on the
next Amortization Installment date. The moneys in the Redemption Account shall be used solely
for the purchase or redemption of the Term Bonds payable therefrom. The Issuer may at any time
purchase any of said Term Bonds at prices not greater than the then redemption price of said Term
Bonds. If the Term Bonds are not then redeemable prior to maturity, the Issuer may purchase said
Term Bonds at prices not greater than the redemption price of such Term Bonds on the next
ensuing redemption date. If Term Bonds are so purchased by the Issuer, the Issuer shall credit the
amount of such purchased Term Bonds against any current Amortization Installment to be paid by
the Issuer. If the Issuer shall purchase or call for redemption in any year Term Bonds in excess
of the Amortization Installment requirement for such year, such excess of Term Bonds so
purchased or redeemed shall be credited in such manner and at such times as the Issuer shall
determine. Moneys in the Redemption Account in the Bond Service Fund may be used only for
the purposes set forth in this paragraph (c).
(2) The Issuer shall next deposit from moneys remaining in the Revenue Fund
an amount required by the provisions hereof to be deposited into the Reserve Fund. Any
withdrawals from the Reserve Fund shall be subsequently restored from the first moneys available
in the Revenue Fund, after all current applications and allocations to the Bond Service Fund,
including all deficiencies for prior payments have been made in full. Notwithstanding the
foregoing, in case of withdrawal from the Reserve Fund, in no event shall the Issuer be required
to deposit into the Reserve Fund an amount greater than that amount necessary to ensure that the
difference between the Reserve Requirement and the amounts on deposit in the Reserve Fund on
the date of calculation shall be restored not later than twelve (12) months after the date of such
deficiency (assuming equal monthly payments into such account for such twelve (12) month
period). The Issuer may provide that the difference between the amounts on deposit in the Reserve
Fund and the Reserve Requirement shall be an amount covered by obtaining a debt service reserve
municipal bond insurance policy issued by a reputable and recognized municipal bond insurer, by
a letter of credit rated in one of the two highest categories by a nationally recognized rating
0R373052;6
25
agency, by a surety bond acceptable to the Bond Insurer, or any combination thereof. Amounts
in the Reserve Fund shall be used only for the purpose of the payment of Amortization
Installments, principal of, and interest on the Outstanding Bonds when the moneys in the Bond
Service Fund are insufficient therefor, and for no other purpose.
In connection with the issuance of the Surety Bond for the Bonds (the "Reserve Policy"),
the Issuer agrees to repay any draws under such Reserve Policy and pay all related reasonable
expenses incurred by the Bond Insurer. Interest shall accrue and be payable on such draws and
expenses from the date of payment by the Bond Insurer at the Late Payment Rate, the lesser of
(a) the greater of (i) the per annum rate of interest, publicly announced from time to time by The
Chase Manhattan Bank at its principal office in the City of New York, as its prime or base lending
rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is
announced by The Chase Manhattan Bank) plus 3 %, and (ii) the then applicable highest rate of
interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws
limiting interest rates (the "Late Payment Rate"). The Late Payment Rate shall be computed on
the basis of the actual number of days elapsed over a year of 365 days. In the event The Chase
Manhattan Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly
announced prime or base lending rate of such national bank as the Bond Insurer shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment
Rate (collectively, "Policy Costs") shall commence in the first month following each draw, and
each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy
Costs related to such draw.
Cash and investments in the Reserve Account established for the Bonds shall be
transferred to the Bond Service Fund for payment of debt service on such Bonds before any
drawing may be made on the Reserve Policy or any other credit facility credited to the Reserve
Fund for the Bonds in lieu of cash ("Credit Facility"). Payment of any Policy Costs shall be made
prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the
Reserve Policy) on which there is available coverage shall be made on a pro-rata basis (calculated
by reference to the coverage then available thereunder) after applying all available cash and
investments in the Reserve Fund. Payment of Policy Costs and reimbursement of amounts with
respect to other Credit Facilities shall be made on a pro-rata basis prior to replenishment of any
cash drawn from the Reserve Fund. The Issuer's obligation to pay Policy Costs shall survive
payment in full of the Bonds.
Amounts in respect of Policy Costs paid to the Bond Insurer shall be credited first to
interest due, then to expenses due and then to principal due. As and to the extent payments are
made to the Bond Insurer on account of principal due, the coverage under the Reserve Policy will
be increased by a like amount, subject to the terms of the Reserve Policy.
The Paying Agent shall ascertain the necessity for a claim upon the Reserve Policy and
provide notice to the Bond Insurer in accordance with the terms of the Reserve Policy at least five
business days prior to each date upon which interest or principal is due on the Bonds. The Paying
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Agent shall also give notice to the Bond Insurer of any failure of the Issuer to make timely
payment in full of deposits to the Bond Service Fund within two business days of the date due.
If the Issuer shall fail to pay any Policy Costs, the Bond Insurer shall be entitled to exercise
any and all legal and equitable remedies available to it, including those provided under the
Resolution other than (i) acceleration of the maturity of the Bonds or (ii) remedies which would
adversely affect owners of the Bonds.
In order to secure the Issuer's payment obligations with respect to the Policy Costs the
Issuer pledges to the Insurer for the Bonds the Pledged Funds (subordinate only to the lien thereon
in favor of the owners of the Bonds).
In the event of the refunding of any Bonds, the Issuer may withdraw from the Reserve
Fund, all or any portion of the amounts accumulated therein with respect to the Bonds being
refunded and deposit such amounts as required by the resolution authorizing the refunding of such
Bonds; provided that such withdrawal shall not be made unless (a) immediately thereafter the
Bonds being refunded shall be deemed to have been paid pursuant to the provisions hereof and
(b) the amount remaining in the Reserve Fund after giving effect to the issuance of such refunding
obligations and the disposition of the proceeds thereof shall not be less than the Reserve
Requirement for any Bonds then Outstanding.
(3) (a) Prepayment Principal as received shall be deposited into the
Prepayment Account and applied to the extraordinary mandatory redemption of Bonds on the next
interest payment date as provided for in the Bonds.
(b) Delinquent Assessment Principal shall first be applied to restore the
amount of any withdrawal, from the Reserve Fund to pay the principal of Bonds to the extent that
less than the Reserve Requirement is on deposit in the Reserve Fund, and the balance, if any, shall
be deposited into the Principal Account.
(c) Delinquent Assessment Interest shall first be applied to restore the
amount of any withdrawal from the Reserve Fund to pay the interest on Bonds to the extent that
less than the Reserve Requirement is on deposit in such Reserve Fund, and the balance, if any,
deposited into the Interest Account.
(4) The balance of any moneys remaining in the Revenue Fund after the above
required payments have been made may be used for any lawful purpose; provided, however, that
none of said money shall be used for any purposes other than those 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 this Resolution.
(5) The Issuer shall deposit the first One Hundred and Sixty Thousand Dollars
($160,000.00) of Half-Cent Sales Tax received by the Issuer in each Fiscal Year into the Sales Tax
Fund promptly upon receipt thereof. The moneys in the Sales Tax Fund shall be deposited or
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credited on or before one (1) business day prior to each Interest Payment Date in the following
manner and in the following order of priority:
(a) On any such date in which there shall not be sufficient revenues
available in the Revenue Fund to make any deposits as required in (1) and (2) above, the Issuer
shall transfer from the Sales Tax Fund the required amounts needed to make the above stated
payments, including any deficiencies for prior payments.
(b) Thereafter, on or after May 1 of each year, but only after the Issuer
has determined that there are sufficient amounts on deposit in the Revenue Fund to make the
deposits required in (1) and (2) above on the following October 1, including any deficiencies for
prior payments, any moneys remaining in said Sales Tax Fund may be transferred to any other
Issuer fund on account and used by the Issuer for any lawful purpose.
(6) The Bond Service Fund (including the accounts therein), the Reserve Fund,
the Revenue Fund, the Sales Tax 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 moneys
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.
Moneys in any fund or account created hereunder (with the exception of the Reserve Fund)
shall be invested and reinvested in Permitted Investments which mature not later than the dates on
which the moneys on deposit therein will be needed for the purpose of such fund. Moneys in the
Reserve Fund may be invested and reinvested in Permitted Investments maturing not later than five
(5) years from the date of initial deposit to the Reserve Fund. Such Permitted Investments shall
be valued by the Paying Agent as frequently as deemed necessary by the Bond Insurer, but not less
often than annually, at the market value thereof, exclusive of accrued interest. Deficiencies in any
fund or account created hereunder resulting from a decline in market value shall be restored no
later than the succeeding valuation date. 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.
(7) In determining the amount of any of the payments required to be made
pursuant to this Section, credit may be given for all investment income accruing to the respective
funds and accounts described herein, except as otherwise provided.
(8) The cash required to be accounted for in each of the funds and accounts
described in this Section may be deposited in a 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 completely independent, self-balancing funds as such term is
commonly defined and used in governmental accounting, but rather is intended solely to constitute
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an earmarking of certain revenues and assets for certain purposes and to establish certain priorities
for application of such revenues and assets as herein provided.
(C) ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The Issuer will assess,
levy, collect or cause to be collected and enforce the payment of Assessments in the manner
prescribed by all resolutions, ordinances or laws thereunto appertaining at times and in amounts
as shall be necessary in order to pay, when due, the principal of and interest on the Bonds. Upon
the due date of the Assessments, the Issuer shall diligently proceed to collect the same and shall
exercise all legally available remedies to enforce such collections now or hereafter available under
State law.
(D) DELINQUENT ASSESSMENTS. If the owner of any lot or parcel of land shall
be delinquent in the payment of any Assessment, then such Assessment shall be enforced in
accordance with applicable law, including but not limited to the sale of tax certificates and tax
deeds as regards such delinquent Assessment.
(E) OTHER OBLIGATIONS PAYABLE FROM PLEDGED REVENUES. The Issuer
will not issue or incur any obligations payable from the Pledged Revenues nor voluntarily create
or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon such
Pledged Revenues except for fees, commissions, costs, and other charges payable to the property
appraiser or to the tax collector pursuant to Florida law which may be a charge against the
Assessments.
(F) RE-ASSESSMENTS. If any Assessment shall be either in whole or in part annulled,
vacated or set aside by the judgment of any court, or the Issuer shall be satisfied that any such
Assessment is so irregular or defective that it cannot be enforced or collected, or ifthe Issuer shall
have omitted to make such Assessment when it might have done so, the Issuer shall either: (i) take
all necessary steps to cause a new Assessment to be made for the whole or any part of such
improvement or against any property benefited by such improvement; or (ii) in its sole discretion,
make up the amount of such Assessment from legally available moneys, which moneys shall be
deposited into the Revenue Fund. In case any such subsequent Assessment shall also be annulled,
the Issuer shall obtain and make other Assessments until a valid Assessment shall be made.
(G) ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal
Year, cause the financial statements of the Issuer to be properly audited by a recognized
independent certified public accountant or recognized independent firm of certified public
accountants, and shall require such accountants to complete their report on the annual [mancial
statements in accordance with applicable law. The annual financial statement shall be prepared in
conformity with generally accepted accounting principles consistently applied. A copy of the
audited financial statements for each Fiscal Year shall be furnished to the Bond Insurer and to each
Holder that provides a written request. The Issuer shall be permitted to make a reasonable charge
for furnishing such audited financial statements to each Holder.
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(H) BOOKS AND RECORDS. The Issuer shall keep books, records and accounts of
the Pledged Revenues, and the Holders of any Bonds Outstanding or the duly authorized
representatives thereof shall have the right at all reasonable times to inspect all books, records and
accounts of the Issuer relating thereto.
(I) NO IMPAIRMENT. The Issuer will not enter into any contract or contracts, nor
take any action, the results of which might impair the right of the Holders hereunder.
(1) COLLECTION OF SALES TAX REVENUES. The Issuer covenants to do all
things necessary on its part to maintain its eligibility to participate in the distribution of funds from
the Local Government Half Cent Sales Tax Clearing Trust Fund as described in Part VI, of
Chapter 218, Florida Statutes, as amended. The Issuer will at all times comply with all of the
requirements and conditions of Chapter 218, Part VI, Florida Statutes, as amended, and take every
necessary action to remain qualified to receive distribution of the Half Cent Sales Tax; and the
Issuer will not take any action which will jeopardize its eligibility for receipt of such funds which
may adversely affect its undertakings as provided in this Resolution. The Issuer will not take any
action or enter into any agreement that shall result in reducing the level of Half Cent Sales Tax
distributed to the Issuer from that prevailing at the time the Issuer takes such action or enters into
such agreement.
SECTION 21. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. Except as
provided below, if any of the following events occur it is hereby defined as and declared to be and
to constitute an "Event of Default":
(A) Default in the due and punctual payment of any interest on the Bonds;
(B) Default in the due and punctual payment of the prineipal of and premium, if any,
on any Bond, at the stated maturity thereof, or upon proceedings for redemption thereof;
(C) Default in the performance or observance of any other of the covenants, agreements
or conditions on the part of the Issuer contained in this Resolution or in the Bonds and the
continuance thereof for a period of thirty (30) days after written notice to the Issuer given by the
Holders of not less than twenty-five percent (25 %) of aggregate principal amount of Bonds then
Outstanding (provided, however, that with respect to any obligation, covenant, agreement or
condition which requires performance by a date certain, if the Issuer performs such obligation,
covenant, agreement or condition within thirty (30) days of written notice as provided above, the
default shall be deemed to be cured);
(D) Failure by the Issuer promptly to remove any execution, garnishment or attachment
of such consequence as will materially impair its ability to carry out its obligations hereunder; or
(E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the
obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar
laws relating to or affecting creditors t rights.
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The term "default" shall mean default by the Issuer in the performance or observance of
any of the covenants, agreements or conditions on its part contained in this Resolution, any
supplemental resolution or in the Bonds, exclusive of any period of grace required to constitute
a default or an "Event of Default" as hereinabove provided.
For purposes of Section 21 (A) and (B) hereof, no effect shall be given to any payments
made under any Bond Insurance Policy.
Any Holder of Bonds issued under the provisions hereof or any trustee acting for the
Holders of such Bonds, may either at law or in equity, by suit, action, mandamus or other
proceedings in any court of competent jurisdiction, protect and enforce any and all rights,
including the right to the appointment of a receiver, existing under State or federal law , or granted
and contained herein, and may enforce and compel the performance of all duties required herein
or by any applicable law to be performed by the Issuer or by any officer thereof.
The foregoing notwithstanding:
(ii) No remedy conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to any
other remedy given to the Bondholders hereunder.
(iii) No delay or omission to exercise aQY right or power accruing upon any
default or Event of Default shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein, and every such right and power may be
exercised as often as may be deemed expedient.
(iv) No waiver of any default or Event of Default hereunder by the Bondholders
shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights
or remedies consequent thereon.
(v) Acceleration of the payment of principal of and interest on the Bonds shall
not be a remedy hereunder in the case of an Event of Default.
Notwithstanding any provision of this Resolution to the contrary, for all purposes of this
Section 21, except the giving of notice of any Event of Default to the Holder of the Bonds, the
Bond Insurer shall be deemed to be the sole Holder of the Bonds it has insured.
On the occurrence of an Event of Default, to the extent such rights may then lawfully be
waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to
take advantage of any stay, extension or redemption laws now or hereafter in force, in order to
prevent or hinder the enforcement of this Resolution, and the Issuer, for itself and all who may
claim through or under it, hereby waives, to the extent it may lawfully do so, the benefit of all
such laws and all right of redemption to which it may be entitled.
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Within 30 days of knowledge thereof, both the Issuer and the Paying Agent shall provide
notice to the Bond Insurer of the occurrence of any Event of Default.
The Bond Insurer shall be included as a party in interest and as a party entitled to (i) notify
the Issuer or any Paying Agent of the occurrence of an Event of Default and (ii) request the Issuer
or any Paying Agent to intervene in judicial proceedings that affect the Bonds or the security
therefor. The Issuer and any Paying Agent are required to accept notice of default from the Bond
Insurer.
Anything in this Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, the Bond Insurer, provided the Bond Insurance Policy is still
in full force and effect, shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders under this Resolution and the Bond Insurer shall also be
entitled to approve all waivers of events of default. The maturity of the Bonds shall not be
accelerated without the prior written consent of the Bond Issuer.
SECTION 22. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF HOLDERS OF BONDS. The Issuer, from. time to time and at anytime and
without the consent or concurrence of any Holder of any Bonds but with the prior consent of the
Bond Insurer, may adopt a resolution amendatory hereof or supplemental hereto, if the provisions
of such supplemental resolution shall not adversely.affect the rights of the Holders of the Bonds
then Outstanding, for anyone or more of the following purposes:
(A) To make any changes or corrections in this Resolution as to which the Issuer shall
have been advised by counsel that are required for the purpose of curing or correcting any
ambiguity or defective or inconsistent provisions or omission or mistake or manifest error
contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or
questions arising under this Resolution as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer for the purpose of further
securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or conferred upon the Issuer
by the terms of this Resolution;
(D) To confirm as further assurance any covenant created or to be created by the
provisions of this Resolution;
(E) To grant to or confer upon the Holders any additional right, remedies, powers,
authority or security that lawfully may be granted to or conferred upon them;
(F) To assure compliance with federal "arbitrage" and other applicable tax provisions
in effect from time to time; or
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(G) To modify any of the provisions of this Resolution in any other aspects provided
that such modifications shall not be effective until after the Bonds Outstanding at the time such
supplemental resolution is adopted shall cease to be Outstanding, or until the holders thereof
consent thereto pursuant to Section 23 hereof, and any Bonds issued subsequent to any such
modification shall contain a specific reference to the modifications contained in such supplemental
resolution.
Except for supplemental resolutions providing for the issuance of Bonds pursuant hereto,
the Issuer shall not adopt any supplemental resolution authorized by the foregoing provisions of
this Section unless in the opinion of Bond Counsel the adoption of such supplemental resolution
is permitted by the foregoing provisions of this Section.
SECTION 23. AMENDMENT OF RESOLUTION WITH CONSENT OF HOLDERS
OF BONDS. Except as provided in Section 22 hereof, no material modification or amendment of
this Resolution or of any resolution supplemental hereto shall be made without the consent in
writing of the Holders of fifty-one percent or more in the principal amount of the Bonds so
affected and then Outstanding. For purposes of this Section, to the extent any Bonds are insured
by a Bond Insurance Policy or are secured by a letter of credit, and such Bonds are then rated in
as high a rating category as the rating category in which such Bonds were rated at the time of
initial issuance and delivery thereof, then the consent of the issuer of such Bond Insurance Policy
or the issuer of such letter of credit shall be deemed to constitute the consent of the Holder of such"
Bonds. No modification or amendment shall permit a change in the maturity of such Bonds or a
reduction in the rate of interest thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same
shall become due or reduce the percentage of the Holders of the Bonds required to consent to any
material modification or amendment hereof without the consent of the Holder or Holders of all
such Bonds. For purposes of the immediately preceding sentence, the issuer of a Bond Insurance
Policy or a letter of credit shall not consent on behalf of the Holders of the Bonds. No amendment
or supplement pursuant to this Section 23 shall be made without the consent of the Bond Insurer.
SECTION 24. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders of the Bonds that it shall not use the proceeds
of such Bonds in any manner which would cause the interest on such Bonds to be or become
includable in the gross income of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any
Person under its control or direction 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 neither the Issuer nor any
other Person shall 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 purposes.
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(C) The Issuer shall payor cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder (the
"Regulations"). In order to insure compliance with the rebate provisions of Section 148(f) of the
Code with respect to the Bonds, the Issuer hereby creates the "City of Winter Springs Special
Assessment Rebate Fund" (hereinafter sometimes called the "Rebate Fund") to be held by the
Issuer. The Rebate Fund need not be maintained so long as the Issuer timely satisfies its obligation
to pay any rebatable earnings to the United States Treasury; however, the Issuer may, as an
administrative convenience, maintain and deposit funds in the Rebate Fund from time to time. Any
moneys held in the Rebate Fund shall not be available to pay debt service on the Bonds. Moneys
in the Rebate Fund (including earnings and deposits therein) shall be held for future payment to
the United States Government as required by the treasury regulations and as set forth in
instructions of Bond Counsel delivered to the Issuer upon issuance of such Bonds.
SECTION 25. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Resolution as follows:
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all 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 Bonds, and all amounts owed
the Bond Insurer for policy costs have been paid in full, then the covenants, 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 Bonds the principal, redemption premium, if any, and
interest due or to become due thereon, at the times and in the manner stipulated herein, such
Bonds shall cease to be entitled to any benefit under this Resolution, and all covenants, agreements
and obligations of the Issuer to the Holders of such Bonds shall thereupon cease, terminate and
become void and be discharged and satisfied.
(B) The Bonds, redemption premium, if any, and interest due or to become due for the
payment or redemption of which moneys shall have been set aside and shall be held in trust
(through deposit by the Issuer of funds for such payment or redemption or otherwise) 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 25. Any Outstanding 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 Bonds are to be
redeemed on any date prior to their maturity, the Issuer shall have given to the escrow agent
instructions accepted in writing by the escrow agent to notify Holders of Outstanding Bonds in the
manner required herein of the redemption of such Bonds on said date and (ii) there shall have been
deposited with the escrow agent either moneys in an amount which shall be sufficient, or Acquired
Obligations (including any Acquired Obligations issued or held in book-entry form on the books
of the Department of the Treasury of the United States) the principal of and the interest on which
when due will provide moneys which, together with the moneys, if any, deposited with the escrow
agent at the same time, shall be sufficient, to pay when due the principal of, premium, if any, and
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interest due and to become due on said Bonds on or prior to the redemption date or maturity date
thereof, as the case may be.
Notwithstanding anything herein to the contrary, in the event that the principal and/or
interest due on the Bonds shall be paid by the Bond Insurer, 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 Pledged Revenues 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 the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered
owners.
SECTION 26. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to provide for compliance with the secondary market disclosure requirements of the
Rule, that it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the
participating underwriter or underwriters, as it may be amended from time to time in accordance
with the terms thereof. Notwithstanding any 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
Bondowners in the event that the Issuer fails to cure a breach thereunder within a reasonable time
after written notice from a Bondowner to the Issuer that a breach exists. Any rights of the
Bondowners to enforce the provisions of the covenant shall be on behalf of all Bondowners and
shall be limited to a right to obtain specific performance of the Issuer's obligations thereunder.
SECTION 27. BOND ANTICIPATION NOTES. The Issuer may issue notes in
anticipation of the issuance of Bonds which shall have such terms and details and be secured in
such manner, not inconsistent with this ResolUtion, as shall be provided by resolution of the
Issuer.
SECTION 28. BOND INSURANCE. Purchase of the Bond Insurance Policy from the Bond
Insurer to insure the holder of any Bond, the scheduled payment of principal and interest on behalf of the
Issuer is hereby authorized and payment for such insurance is hereby authorized from Bond proceeds or
from other City moneys. In accordance with the Commitment for Municipal Bond Insurance attached
hereto as an exhibit, a statement of insurance is hereby authorized to be printed on or attached to the Bonds
for the benefit and information of the Bondholders. In accordance with the commitment of the Bond
Insurer attached hereto as an exhibit, the purchase of a surety bond for deposit to the Reserve Fund is
hereby authorized, and payment of the premium for such surety bond from proceeds of the Bonds or other
legally available moneys of the City is hereby authorized.
SECTION 29. PRELIMINARY OFFICIAL STATEMENT. The Issuer is hereby
authorized to distribute a preliminary official statement for the Bonds and delegates to the City
Manager the authority to deem such Preliminary Official Statement "final" except for "permitted
omissiohs 11 within the contemplation of the Rule. The proper officers of the City are hereby
authorized to execute on behalf of the Issuer the Official Statement relating to the Bonds in
substantially the form and content as the Preliminary Official Statement, with such additions,
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deletions, and changes thereto, including such additions, deletions and other changes as may be
necessitated by this Resolution and the approved Bond Purchase Contract as such officers may
approve (such approval to be conclusively evidenced by their execution of said Official Statement,
and to deliver such Official Statement to the underwriters).
SECTION 30. PAYING AGENT AND REGISTRAR. First Union National Bank, is
hereby appointed to serve as Registrar and Paying Agent for the Bonds.
SECTION 31. BANK QUALIFIED. The Issuer designates the Bonds as a "qualified
tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the "Code"). The Issuer does not reasonably anticipate that the Issuer, any
subordinate entities of the Issuer, and issuers of debt that issue "on behalf" of the Issuer, will
during either calendar year 2001 issue more than $10,000,000 of "tax-exempt" obligations,
exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the Code.
SECTION 32. OTHER ACTIONS. The Mayor, the Deputy Mayor/Commissioner, the
City Manager, the City Attorney, the City Clerk including any Deputy City Clerk and the Finance
Director (collectively the "Issuer Officers"), Akerman, Senterfitt & Eidson, P.A. as Bond
Counsel, and Public Financial Management, Inc., as the Issuer's Financial Advisor, are hereby
authorized and directed to take all actions necessary or desirable in connection with the issuance
and delivery of the Bonds and the consummation of all transactions in connection therewith. The
Issuer Officers are hereby authorized and directed to execute all necessary or desirable certificates,
documents, papers, and agreements for the undertaking and fulfillment of all transactions referred
to in or contemplated by the Resolution, the Official Statement, this Resolution, and the Bond
Purchase Contract.
SECTION 33 . NEGOTIATED SALE; DELEGATIONS OF AUTHORITY REGARDING
SALE OF BONDS; BOND PURCHASE CONTACT. The complex character of the security for
the Bonds requires lengthy and detailed structuring with could be unreasonably restricted by the
lack of flexibility at public sale. Based upon all available information and advice from the staff
of the Issuer, a negotiated sale of the Bonds to the Underwriters listed in the Bond PUrchase
Contract (the "Bond Purchase Contract") attached hereto will result in the most favorable bond
financing plan and is in the best interest of the Issuer. The City Manager of the Issuer is hereby
authorized and directed to execute and deliver to the underwriters for the Bonds such Bond
Purchase Contact provided that the true interest cost for the Bonds is less than six percent (6%),
the final maturity date of the Bonds is not later than October 1, 2030, and the Maximum Bond
Service Requirement is less than $160,000. Compliance with the provisions ofthe prior sentence
shall be conclusively determined upon receipt by the City Manager of a letter of Public Financial
Management, Inc., financial advisor to the Issuer that such provisions have been complied with.
The Bond Purchase Contract shall be in substantially the form attached hereto with such changes
thereto as may be approved in accordance with the above paragraph. The negotiated sale of the
Bonds to the underwriters set forth in the Bond Purchase Contract is hereby approved. The City
Manager is hereby authorized to execute the Bond Purchase Contract on behalf of the Issuer, upon
satisfaction of the above conditions.
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SECTION 34. SEVERABILITY. If anyone or more of the covenants, 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 prohibited, or against public policy, or shall for
any reason whatsoever be held invalid or shall in any manner be held to adversely affect the
validity of the Bonds, then 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 issued hereunder.
SECTION 35. GENERAL AUTHORITY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Bonds and this Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by bond counselor the
initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers.
SECTION 36. INTENT TO REIMBURSE. The Issuer hereby expresses its present
intention to be reimbursed from proceeds of a future tax -exempt financing for capital expenditures
to be paid by the Issuer in connection with the subsequent issuance of the Bonds for the purpose
of financing the Cost of the Project. Pending reimbursement, the Issuer expects to use funds on
deposit in the Issuer General Fund or other appropriate fund or account to pay such costs including
but not limited to capital expenditures and other costs associated with the issuance of the Bonds.
It is reasonably expected that the amount of Bonds to be issued by the City with respect to the
Project will not exceed $2,500,000. This Resolution is intended to constitute a "declaration of
official intent" within the meaning of Section 1.150-2 of the Income Tax Regulations with respect
to the Bonds to be issued to finance the cost of the Project.
SECTION 37. MUNICIPAL BOND INSURANCE. The following provisions shall be
applicable to the Series 2001 Bonds and the Bond Insurance Policy therefor, which provision shall
govern notwithstanding anything to the contrary herein:
(A) If, on the third business day prior to the related scheduled interest payment date or
principal payment date or the date to which a Series 2001 Bond maturity has been accelerated
("Payment Date") there is not on deposit with the Paying Agent, after making all transfers and
deposits required under the Resolution, moneys sufficient to pay the principal of and interest on
the Series 2001 Bonds due on such Payment Date, the Paying Agent shall give notice to The Bond
Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy
of the amount of such deficiency by 12:00 noon, New York City time, on such business day. If,
on the second business day prior to the related Payment Date, there continues to be a deficiency
in the amount available to pay the principal of and interest on the Series 2001 Bonds due on such
Payment Date, the Paying Agent shall make a claim under the Bond Insurance Policy and give
notice to the Bond Insurer and the Bond Insurer's Fiscal Agent (if any) by telephone of the amount
OR373052;6
37
of such deficiency, and the allocation of such deficiency between the amount required to pay
interest on the Series 2001 Bonds and the amount required to pay principal of the Series 2001
Bonds, confirmed in writing to The Bond Insurer and The Bond Insurer's Fiscal Agent by 12:00
noon, New York City time, on such second business day by filling in the form of Notice of Claim
and Certificate delivered with the Bond Insurance Policy.
In the event the claim to be made is for a mandatory sinking fund redemption installment,
upon receipt of the moneys due, the Paying Agent shall authenticate and deliver to affected Series
2001 Bondholders who surrender their Series 2001 Bonds a new Series 2001 Bond or Series 2001
Bonds in an aggregate principal amount equal to the unredeemed portion of the Series 2001 Bond
surrendered. The Paying Agent shall designate any portion of payment of principal on Series 2001
Bonds paid by the Bond Insurer, whether by virtue of mandatory sinking fund redemption,
maturity or other advancement of maturity, on its books as a reduction in the principal amount of
Series 2001 Bonds registered to the then current Bondholder, whether DTC or its nominee or
otherwise, and shall issue a replacement Series 2001 Bond to the Bond Insurer, registered in the
name of Financial Security Assurance Inc., in a principal amount equal to the amount of principal
so paid (without regard to authorized denominations); provided that the Paying Agent's failure to
so designate any payment or issue any replacement Series 2001 Bond shall have no effect on the
amount of principal or interest payable by the Issuer on any Series 2001 Bond or the subrogation
rights of The Bond Insurer.
The Paying Agent shall keep a complete and accurate record of all funds deposited by The
Bond Insurer into the Policy Payments Account (hereinafter described) and the allocation of such
funds to payment of interest on and principal paid in respect of any Series 2001 Bond. The Bond
Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to
the Paying Agent.
Upon payment of a claim under the Bond Insurance Policy the Paying Agent shall establish
a separate special purpose trust account for the benefit of Series 2001 Bondholders lieferred to
herein as the "Policy Payments Account" and over which the Paying Agent shall have exclusive
control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the
Bond Insurance Policy in trust on behalf of Series 2001 Bondholders and shall deposit any such
amount in the Policy Payments Account and distribute such amount only for purposes of making
the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent
to Series 2001 Bondholders in the same manner as principal and interest payments are to be made
with respect to the Series 2001 Bonds under the sections hereof regarding payment of Series 2001
Bonds. It shall not be necessary for such payments to be made by checks or wire transfers
separate from the check or wire transfer used to pay debt service with other funds available to
make such payments.
Funds held in the Policy Payments Account shall not be invested by the Paying Agent and
may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent and funds
remaining in the Policy Payments Account following a Payment Date shall be promptly remitted
to the Bond Insurer.
OR373052;6
38
(B) The Bond Insurer shall, to the extent it makes any payment of principal of or
interest on the Series 2001 Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond Insurance Policy.
(C) The Issuer shall payor reimburse the Bond Insurer any and all charges, fees, costs
and expenses which the Bond Insurer may reasonably payor incur in connection with (i) the
administration, enforcement, defense or preservation of any rights or security in this Resolution
or the Insurance Agreement delivered in regard to the Series 2001 Bonds ("Related Documents"),
(ii) the pursuit of any remedies under this Resolution or any other Related Document or otherwise
afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related
to, this Resolution or any other Related Document whether or not executed or completed, (iv) the
violation by the Issuer of any law, rule or regulation, or any judgment, order or decree applicable
to it or (v) any litigation or other dispute in connection with this Resolution or any other Related
Document or the transactions contemplated thereby, other than amounts resulting from the failure
of the Bond Insurer to honor its obligations under its Bond Insurance Policy. The Bond Insurer
reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver
or consent proposed in respect of this Resolution or any other Related Document.
(D) Payments required to be made to the Bond Insurer shall be paid (i) prior to an Event
of Default, to the extent not paid from the Bond Service Fund, after required deposits to the
Reserve Fund and (ii) after an Event of Default, with respect to amounts other than principal and
interest on the Series 2001 Bonds on the same priority as payments for expenses. Such obligations
to the Bond Insurer shall survive discharge or termination of the Related Documents.
(E) The Bond Insurer shall be entitled to pay principal or interest on the Series 2001
Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
Issuer (as such terms are defined in the Bond Insurance Policy) and any amounts due on the Series
2001 Bonds as a result of acceleration of the maturity thereof in accordance with this Resolution,
whether or not the Bond Insurer has received a Notice of Nonpayment (as such terms are defmed
in the Bond Insurance Policy) or a claim upon the Bond Insurance Policy.
(F) The notice address of the Bond Insurer is: Financial Security Assurance Inc., 350
Park A venue, New York, New York 10022-6022, Attention: Managing Director - Surveillance;
Re: Policy No. Telephone: (212) 826-0100; Telecopier: (212) 339-3529. In
each case in which notice or other communication refers to an Event of Default, then a copy of
such notice or other communication shall also be sent to the attention of General Counsel and shall
be marked to indicate "URGENT MATERIAL ENCLOSED."
(G) The Bond Insurer shall be provided with the following information:
(i)
Annual audited financial statements within 180 days after the end of the
Issuer's fiscal year and the Issuer's annual budget within 30 days after the
approval thereof;
0R373052;6
39
(ii) Notice of any draw upon the Reserve Fund within two Business Days after
knowledge thereof other than (i) withdrawals of amounts in excess of the
Reserve Requirement and (ii) withdrawals in connection with a refunding
of Bonds;
(iii) Notice of any default known to the Paying Agent within five Business Days
after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the Bonds,
including the principal amount, maturities and CUSIP numbers thereof;
(v) Notice of the resignation or removal of the Paying Agent and Registrar and
the appointment of, and acceptance of duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the Issuer
commenced under the United States Bankruptcy Code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar
law (an "Insolvency Proceeding");
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment
of principal of, or interest on, the Bonds;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment or supplement to the Related Documents; and
(ix) All reports, notices and correspondence to be delivered under the terms of
the Related Documents.
(H) No contract shall be entered into nor any action taken by which the rights of the
Bond Insurer or security for or sources payment of the Series 2001 Bonds may be impaired or
prejudiced except upon obtaining the prior written consent of the Bond Insurer.
(I) Copies of any modification or amendment to the Resolution or any other Related
Document shall be sent to Standard & Poor's Ratings Services and Moody's Investors Service,
Inc. At least 10 days prior to the effective date thereof.
(J) The rights granted to the Bond Insurer under the Resolution or any other Related
Document to request, consent to or direct any action are rights granted to the Bond Insurer in
consideration of its issuance ofthe Bond Insurance Policy. Any exercise by the Bond Insurer of such
rights is merely an exercise of the Bond Insurer's contractual rights and shall not be construed or
deemed to be taken for the benefit or on behalf of the Bondholders nor does such action evidence
any position ofthe Bond Insurer, positive or negative, as to whether Bondholder consent is required
in addition to consent of the Bond Insurer.
0R373052;6
40
SECTION 38. 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 subject to any personal liability or accountability by reason of the issuance thereof.
SECTION 39. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
SECTION 40. HEADINGS NOT PART HEREOF. The headings preceding the several
articles and sections hereof shall be solely for convenience of reference and shall not constitute
a part of this Resolution or affect its meaning, construction or effect.
SECTION 41. APPROVAL OF PRIOR ACTIONS. All actions take to date by the City
Commission in furtherance of the issuance of the Bonds and the levying of the assessments are
hereby approved, confirmed and ratified.
SECTION 42. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
Adopted the 9th day of April, 2001.
(SEAL)
CITY COMMISSION OF THE CITY OF
R SPRINGS, FLORIDA
ATTEST:
cJ1LLJ--
City Clerk .,.--
Approved as to form:
City Attorney
OR373052;6
41
-.
tlit>li, F S r\'
(!;~r- '1 ~ .;.
~f .~. .'~'
MUNICIPAL BOND DEBT SERVICE RESERVE
INSURANCE COMMITMENT
Issuer:
City of Winter Springs, Florida
Date of Commitment: AprilS, 2001
Bonds Insured:
Special Assessment Revenue Bonds, Series 2001
Premium:
$5,000
Expiration Date:
Friday, June 8, 2001
Policy Limit:
A dollar amount equal to the Debt Service Reserve Requirement, as specified under the Resolution
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), a stock insurance company, hereby commits to
issue its Municipal Bond Debt Service Reserve Insurance Policy (the "Reserve Policy"), in the form attached hereto
as Exhibit A, relating to the above-described debt obligations (the "Bonds"), subject to the terms and conditions
contained herein or added hereto. All terms used herein and not otherwise defined shall have the meanings
ascribed to them in the document setting forth the security for and authorizing the issuance of the Bonds (the
"Resolution").
To keep this Commitment in effect after the Expiration Date set forth above, a request for renewal must be submitted
to Financial Security prior to such expiration date. Financial Security reserves the right to refuse wholly or in part to
grant a renewal. To keep the Commitment in effect to the Expiration Date set forth above, Financial Security must
receive a duplicate of this Commitment executed by an appropriate officer of the Issuer by the date which is ten days
from the date of this Commitment.
THE RESERVE POLICY SHAll BE ISSUED UPON SATISFACTION OF THE FOllOWING CONDITIONS:
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.
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 (including, without limitation, the security for the
Bonds) or the financing documents or the Official Statement (or any similar disclosure documents) to be
executed and delivered in connection with the issuance and sale of the Bonds from the descriptions or forms
thereof approved by Financial Security.
4. Financial Security shall be provided with:
(a) A letter from Akerman, Senterfitt & Eidson, P.A. ("Bond Counsel") addressed to Financial Security to
the effect that Financial Security may rely on the approving opinion(s) of Bond Counsel as if such opinion(s)
were addressed to Financial Security.
(b) An opinion(s) of Bond Counsel, addressed to and in form and substance satisfactory to Financial
Security, as to the (i) due authorization, validity and enforceability of the authorizing document, the Insurance
Agreement and the document which incorporates the requirements set forth in Paragraph 5 hereof and (ii) the
perfection of the security interests created thereunder.
Page 1 of 3
(c) Evidence of wire transfer in federal funds in an amount equal to the insurance premium, unless
alternative arrangements for the payment of such amount acceptable to Financial Security have been made
prior to the delivery date of the Reserve Policy.
5. The Resolution shall include the following terms and conditions and shall be in form and substance
acceptable to Financial Security: ( LI J, -e .,,~ /l
(a) The Issuer shall repay any draws under the Reserve Policy and pay all re ~ted reasonable expenses
incurred by Financial Security. Interest shall accrue and be payable on such dr s and expenses from the
date of payment by Financial Security at the Late Payment Rate. " s the lesser of
(a) the greater of (i) the per annum rate of interest, publicly announced from ti e to time by The Chase
Manhattan Bank at its principal office in the City of New York, as its prime or base I ding rate ("Prime Rate")
(any change in such Prime Rate to be effective on the date such change is an unced by The Chase
Manhattan Bank) plus 3%, and (ii) the then applicable highest rate of interest on t e Bonds and (b) the
maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment
Rate shall be computed on the basis of the actual number of days elapsed over a year of 365 days. In the
event The Chase Manhattan Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the
publicly announced prime or base lending rate of such national bank as Financial Security shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate
(collectively, "Policy Costs") shall commence in the first month following each draw, and each such monthly
payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to Financial Security shall be credited first to interest due, then
to the expenses due and then to principal due. As and to the extent that payments are made to Financial
Security on account of principal due, the coverage under the Reserve Policy will be increased by a like
amount, subject to the terms of the Reserve Policy.
All cash and investments in the debt service reserve fund established for the Bonds (the "Reserve
Fund") shall be transferred to the debt service fund for payment of debt service on Bonds before any drawing
may be made on the Reserve Policy or any other credit facility credited to the Reserve Fund in lieu of cash
("Credit Facility"). Payment of any Policy Costs shall be made prior to replenishment of any such cash
amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage
shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after
applying all available cash and investments in the Reserve Fund. Payment of Policy Costs and
reimbursement of amounts with respect to. other Credit Facilities shall be made on a pro-rata basis prior to
replenishment of any cash drawn from the Reserve Fund.
(b) If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of Paragraph 5(a)
hereof, Financial Security shall be entitled to exercise any and all legal and equitable remedies available to it,
including those provided under the Resolution other than (i) acceleration of the maturity of the Bonds or (ii)
remedies which would adversely affect owners of the Bonds.
- (c) The Resolution shall not be discharged until all Policy Costs owing to Financial Security shall have
been paid in full. The Issuer's obligation to pay such amounts shall expressly survive payment in full of the
Bonds.
(d) In order to secure the Issuer's payment obligations with respect to the' Policy Costs there shall be
granted and perfected in favor of Financial Security a security interest (subordinate only to that of the owners
of the Bonds) in all revenues and collateral pledged as security for the Bonds.
- (e) The additional bonds test and the rate covenant in the Resolution shall expressly provide for at least
one times coverage of the Policy Costs then due and owing.
Page 2 of 3
L:\LEGAL \MUNIS\ST A TES\FL\43231_D.doc
(f) The Resolution shall require the Trustee to ascertain the necessity for a claim upon the Reserve Policy
and to provide notice to Financial Security in accordance with the terms of the Reserve Policy at least five
business days prior to each date upon which interest or principal is due on the Bonds. Where deposits are'
required to be made by the Issuer with the Trustee to the debt service fund for the Bonds more often than
semi-annually, the Trustee shall be instructed to give notice to Financial Security of any failure of tty; Issuer to
make timely payr.nent in full of such deposits within two business days of the date due.
6. The Reserve Policy shall expire on the earlier of the date the Bonds are no longer outstanding and the final.
maturity date of the Bonds.
7. The Issuer shall deliver to Financial Security an executed Insurance Agreement in substantially the form of
Exhibit B hereto.
8. Any official statement or similar disclosure document relating to the Bonds shall contain only such references
to the Reserve Policy and Financial Security as we shall supply or approve.
9. Financial Security shall insure the Bonds pursuant to its Commitment Letter dated April 5, 2001.
10. Promptly after the issuance of the Reserve Policy, Financial Security shall receive a complete set of executed
documents implementing the requirements of this Commitment.
FINANCIAL SECURITY ASSURANCE INC.
~. rIi-
Authorized Officer
To keep this commitment in effect to the Expiration Date set forth on the first page, Financial Security must receive
by the date which is ten days from the date of this Commitment a duplicate of this Commitment executed by an
appropriate officer of the Issuer.
The undersigned agrees that if the debt service reserve fund requirement for the Bonds is met in whole or in part by
credit instrument, such credit instrument shall be a Reserve Policy provided by Financial Security in accordance with
the terms of this Commitment. The undersigned further acknowledges and agrees that execution of the Resolution
constitutes an express instruction by the undersigned to legal counsel to deliver to Financial Security the opinions
required by paragraph 4 hereof (such instruction and opinion delivery requirements being a condition precedent to
issuance of the Reserve Policy hereunder).
Accepted as of
, 2001 by City of Winter Springs, Florida.
BY:
Title:
Date:
Page 3 of 3
L:\LEGAL\MUNIS\ST A TES\FL\43231_D.doc
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PRELIMINARY OFFICIAL STATEMENT DA TED
,2001
NEW ISSUE - BOOK-ENTRY ONLY Ratings: Standard & Poor's: "_"
Fitch: "_"
(Insured)
(See Ratings and Municipal Bond Insurance 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 ttVC covenants, interest on the Series 2001 Bonds is excludable from gross income for federal income tax
purposes and is not an item ofttVC preference for purposes ofthefederal alternative minimum tax imposed on individuals and corporations. However, see
"TAX EXEMPTION" herein for a description of the federal alternative minimum ttVC on corporations and certain other federal ttVC consequences of
ownership of the Series 2001 Bonds. Bond Counsel is further of the opinion thatthe Series 2001 Bonds are exempt from 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 2001 Bonds are "qualified tax-exempt obligations" within the meaning of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended.
(See "TAX EXEMPTION" herein).
$ *
CITY OF WINTER SPRINGS, FLORIDA
Special Assessment Revenue Bonds, Series 2001
(T..~II.....;Ha L;"J.lill" ..lid B"....tifi....I;ulI)(Tuscawilla Improvement Area)
Dated:
,1 2001
Due: October 1, as Indicated below
The City of Winter Springs, Horida (the "City") is issuing its Special Assessment Revenue Bonds, Series 2001 (Tt13kll~illt. Li&htit,g, 4I'l:d
S'AlItHk4t;O.I)Tuscawilla Improvement Area) (the "Series 200 I Bonds") only in the fonn of fully registered bonds in the denomination of$5,OOO principal
amount or any integral multiple thereof. The Series 200 I Bonds will bear interest at the fixed rates set forth on the inside cover payable semi-annually on
each April I and October I, commencing October 1,2001. The Series 2001 Bonds, when issued, will be
registered in the name of Cede & Co., as nom inee for The Depository Trust Company, New York, New York ("DTC") which will act as securities depository
for the Series 200 I Bonds. Purchases of benefic iat interests in the Series 200 I Bonds will be made in book -i:ntry fonn Purchasers of the Series 200 I Bonds
("Beneficial Owners") will nol receive physical delivery of Series 200 I Bonds. Accordingly, principal of and interest on the Series 200 t Bonds will be paid
by , as paying agent directly to DTC as the registered owner thereof. Disbursements of such
payments to the DTC Participants is the responsibility ofDTC anddisbursemenls of such payments to the Beneficial Owners is the responsibility of Direct
Participants and Indirect Participants, as more fully described herein. See "DESCRIPTION OF THE SERIES 200 I BONDS. Book-Entry Only System"
herein.
Certain of the Series 200 I Bonds are subject to optional, mandatory and extraordinary mandatory redemptioo prior to maturity as set forth herein.
The Series 200 I Bonds are being issued by the City pursuant to Chapter 166, Part I~ Florida Statutes, the City Charter and Resolution No.
of the City as supplemented (collectively the "Resolution") to (i) acquire and conslruct various capital projects within the TlI!ks.. ilia Tuscawilla Improvement
Area (the" Assessed Area") and (ii) finance the costs ofissuance ofthe Series 200 I Bonds including the municipal bond insurance premium and the Reserve
Fund surety bond premium.
The Series 2001 Bonds are secured by a pledge of and are payable solely from the Pledged Revenues (as defmed herein) which Pledged Revenues include
the Assessments, the flCSt $160,000 of Half-Cent Sales Tax received by the City in each fiscal year of the City and wHit applied in accordance with the
provisions of the Resolution, the proceeds of the Series 200 I Boods and aU moneys including investment in the funds and accounts established pursuant
to the Resolution, except the Rebate Food.
The Series 2001 Bonds shall not be or constitute general obligations or Indebtedness of the City or the State of Florida or any poUtlcal
subdivlston thereof within the meaning of any constitutional, slatutory or charter, provision or limitation, and no holder shall ever have the right
to compel the exercise ofthe ad valorem taxing power ofthe City or taxation ohny real or personal property therein for the payment of the Series
2001 Bonds or tbe making of deposits Into tbe bond service fnnd, reserve fund or otber payments provided for in tbe Resolntion. The Series 2001
Bonds sball not constitute a lien upon any other property of or in tbe City, but sball constitute a lien only upon tbe Pledged Revenues all In tbe
manner provided In the Resolution.
Payment of the principal of and interest on the Series 200 I Bonds when due will be guaranteed by a municipal bond insurance policy to be issued
simultaneously with the delivery of the Series 200 I Bonds by
[INSURER's LOGO]
For a discussion of the tenns and provisions of such policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" herein and
Appendix C hereto.
This cover page contains certain information for quick reference only. It is not a summary of the Series 200 I Bonds. Investors must read the entire
Official Statement to obtain infonnation essential to the making of an informed investment decision.
The Series 2001 Bonds are offered when, as and if issued by the City and accepted by the Underwriters subject to the approving legal opinion of
Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed on for the City by its counsel, Anthony A.
Garganese of Brown, Ward, Salzman & Weiss, P.A., Orlando, Horida and by Akennan, Senterfitt & Eidson, P.A., Disclosure Counsel. Public Financial
Management, Inc., Orlando, Florida is acting as Financial Advisor to the City in connection with the issuance of the Series 200 I Bonds. The Series 200 I
Bonds are expected to be delivered through the facilities of The Depository Trust Company in New York, New York on or about ,2001.
Gardnyr Michael Capital, Inc.
HANIFEN, IMHOFF
Division ofStifel, Nicolaus & Company, tncorporated
WILLIAM R. HOUGH & CO.
Dated:_ _,2001
.Preliminary, subject to Change
OR377960; 1
CITY OF WINTER SPRINGS, FLORIDA
OFFICIALS
CITY COMMISSION
Paul P. Partyka
David McLeod
Cindy Gennell
Robert S. Miller
Michael S. Blake
Edward Martinez, Jr.
David Mc,LGod Mayor
Deputy Mayor/Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
CITY MANAGER
Ronald McLemore
CITY ATTORNEY
Anthony A. Garganese
Brown, Ward, Salzman & Weiss, P.A.
Orlando, Florida
FINANCE DIRECTOR
Louise Frangoul
CITY CLERK
Andrea Lorenzo-Luaces
PUBLIC WORKS/UTILITY DIRECTOR
Kipton Lockcuff
FINANCIAL ADVISOR
Public Financial Management, Inc.
Orlando, Florida
BOND COUNSEL
Akerman, Senterfitt & Eidson, P.A.
Orlando, Florida
AUDITORS
McDirmit. Davis. Puckett & Comoanv
Orlando. Florida
OR377960; I
No dealer, broker, salesman or other person has been authorized by the City, the Insurer or the UndelWriters to give any infonnation or to make any
representation with respect to the Series 2001 Bonds other than those 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 anyofthe 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 200 I 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 the City, DTC, the Insurer, and other sources which are believed to be reliable.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, Iheir responsibilities to investors under the
federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such
infonnation.
The infonnation herein is subject to change without notice and neither the delivery hereof nor any sale hereunder at any time implies that information herein
is correct as of any time subsequent to its date. 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.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2001 BONDS, THE UNDERWRITERS MAY OVER.ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 200 I BONDS AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABIUZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO REGISTRATION STATEMENT RELATING TO TIlE SERIES 2001 BONDS HAS BEEN FILED WITII THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST
RELY ON TIlEIR OWN EXAMINA nONS OF THE CITY AND lliE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE
SERIES 2001 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR
REGULATORY AUTIlORITY. THE FOREGOING AUTIlORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF TIllS OFFICIAL
STATEMENT. ANY REPRESENT AnON TO THE CONTRAR Y MAY BE 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 fun texts have not been included as appendices to this Official Statement, they may be obtained from the City of Winter Springs,
Florida, City Han, 1126 East State Road 434, Winter Springs, Florida 32708-2799, (407) 327-1800, Attention: City Oerk, upon prepayment of reproduction costs,
postage and handling expenses.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
OR377960;t
ii
TABLE OF CONTENTS
~
SUMMARY STATEMENT................................................................................................ v
The City ...................................................................................................... v
The Assessed Area .............................................................................................. v
The Series 200 I Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Purpose of the Series 2001 Bonds. . .. . . . . . . . . . .. . . . . . . . . .. . .. . . . . . .. ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . ... . . . . . .. v
Security for the Series 200 t Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .. . . .. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .. vi
Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Municipal Bond Insurance ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Additional Bonds ............................................................................................. vii
Authorizing Resolution and Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. vii
Continuing Disclosure .........................................,............................................... vii
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vii
MisceDaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vii
INTRODUCTION ..........................................................,.,.......................................... I
THE CITY ............................................................................................................. I
THE ASSESSED AREA ...............................................................................................,.. 2
PURPOSE OF THE SERIES 2001 BONDS ................................................................................... 2
THE PROJECT ......................................................................................................... 2
DESCRIPTION OF THE SERIES 200 I BONDS ............................................................................... 2
Generat Description ............................................................................................. 2
Book.Entry-Only System .........................,............................................................... 2
Redemption Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
SECURITY FOR THE SERIES 2001 BONDS ................................................................................. 6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Coltection of Assessments ........................................................................................ 6
Half-Cent Sales Tax .........................................................,..,................................ 8
Reserve Fund ................................................,................................................ 10
Reserve Fund Surety Bond. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Flow of Funds . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ADDITIONAL PARITY OBLIGATIONS... .. ......... ................ ...... ... ......................... ................ ....12
MUNICIPAL BOND INSURANCE: . . . . . .. , . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . .. . . . . . . . . . .. . . . . . . . . . 12
DEBT SERVICE REQUIREMENTS................................ ................................ ............. .... .......12
ESTIMATED SOURCES AND USES OF FUNDS. . . .. . . . . . . . . . . . . . . . . . . . . . .. .. . . . .. . . . . . .. . . . . . . . .. .. . . . . . . . . . . . . . . .. . . . . . . . . 13
LITIGATION. . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 13
LEGAL MATTERS .................................................................................................... .14
TAX EXEMPTION ..................................................................................................... 14
General. . . .. . . . . ... . . . . . . . . .. . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT. . . . . . . . . . . . . . . . .. . . . . . .. .. . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . ... . .. 15
VALIDATION ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
CONCURRENT FINANCING. . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . . . . . . t6
UNDERWRITING..... ....... ..... . . . .......... .. ........... . .. .......... ........ ......... ........ ............. . . ......16
FINANCIAL ADVISOR. . . . . . . . . . . .. . . . . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . ... . . . . ... . . . . . . . . . . . . . . . . . . . . . . 16
INVESTMENT POUCY . . . . . . . . . . . . . . . .. . . . . . . . .. .. . . . . . .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .. . . . . . . . . . 16
RATINGS. . . . . . . ... . . . .. . . . . . . . . . . . . . . . . , . .. . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . .. . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 16
FINANCIAL ST A lEMENTS . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. .. . . . . . . . . . . . . . . . . t 7
CONTINUING DISCLOSURE ............................................................................................ 17
CERTAIN RELATIONSHIPS ............................................................................................. 17
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ENFORCEABILITY OF REMEDIES ....................................................................................... 18
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
CERTIFICATE AS TO OFFICIAL STATEMENT..... ...... ........... ... .......... .... ........ ................. ......... ....18
APPENDIX A
APPENDIX B
General Information Concerning the City
City of Winter Springs, Florida General Purpose
Financial Statements for the Year Ended September 30, 2000
Specimen Municipal Bond Insurance Policy
Summary of the Resolution
Form of Proposed Bond Counsel's Opinion
Fonn of Continuing Disclosure Certificate
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
OR377960; I
iii
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 W inter Springs, Florida, of its $_____... Special Assessment Revenue Bonds, Series 2001 (T u~k""" ill" Li"ht;',,, "ud
B""utif.""tiuu D;~t, id)(Tuscawilla Imorovement Area) (the "Series 2001 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 Officiat Statement. Capitalized terms used but not defined in this Summary Statement shall have the same meaning
as in the Resolution (as hereinafter defined), unless the context would clearly indicate otherwise. See "Summary of the Resolution"
- Appendix D hereto.
The City
The City of Winter Springs, Florida (the "City") was originally incorporated in 1959 under the name of the Village ofN orth
Orlando and became the City of Winter Springs in 1972. The City is located in southern Seminote County in central Florida. Adjacent
municipalities are Longwood, Casselberry and Oviedo. The City's estimated 2000 population was 31 ,088. The City is served by a City
Commission - City Manager form of government 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 Commission only ifneeded 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 B hereto.
The Assessed Area
Pursuant to the authority granted the City Commission in City Ordinance No. 98-704 (the "Ordinance") to define Assessment
Areas within the incorporated areas of the City, the City Commission pursuant to Resolution No. 99-884 created the Tu~k"",,;lIa
Tuscawilla Improvement Area (the "Assessed Area") as an Assessed Area under the Ordinance. The Assessed Area includes [all or
certain] property located within the T u~k"w;lI" Tuscawilla Planned Unit Development. For additional information see "THE
ASSESSED AREA" herein.
The Series 2001 Bonds
The Series 200 I 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 2001 Bonds. The Series 2001
Bonds will be available to purchasers in denominations of $5,000 or integral multiples thereof. Interest on the Series 2001 Bonds is
payable on October 1,2001 and on each April 1 and _October 1 thereafter until maturity
or redemption. Amounts due on the Series 2001 Bonds will be paid to Cede & Co., as nominee for DTC, as registered owner of the
Series 200 1 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the Beneficial Owners of the Series 2001 Bonds.
See "DESCRIPTION OF THE SERIES 2001 BONDS" herein.
Certain of the Series 2001 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption
prior to maturity as set forth herein. See "DESCRIPTION OF THE SERIES 200 I BONDS - Redemption Provisions" herein.
Purpose of the Series 2001 Bonds
The Series 200 I Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and Resolution
No. 665 of the City as amended and supplemented and particularly as supplemented by Resolution No. of the City
adopted by the City Commission on , 2001 as supplemented (collectively the "Resolution") to (i) acquire and
"'Preliminary, subject to change
iv
construct various capital projects within the boundary of the Assessed Area and (ii) finance the costs of issuance of the Series 2001
Bonds including the municipal bond insurance premium and Reserve Fund surety bond premium. See "PURPOSE OF THE SERIES
2001 BONDS," "THE PROJECT," and "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Security for tbe Series 2001 Bonds
The Series 200 I Bonds are payable from and secured by a first lien upon and pledge of the Pledged Revenues which Pledged
Revenues include the Assessments, the first $ t 60,000 of Half-Cent Sales Tax received by the City in each fiscal year of the City and
until applied in accordance with the provisions of the Resolution, proceeds of the Series 2001 Bonds and all moneys including
investment in the funds and accounts established pursuant to the Resolution, except the Rebate Fund.
Tbe Series 2001 Bonds shall not be or constitute general obligations or indebtedness of the City or the State of Florida
or any political subdivision tbereofwithin tbe meaning of any constitutional, statutory or charter, provision or limitation, and
no holder sbaU ever have the rigbt to compel the exercise oftbe ad valorem taxing power ofthe City or taxation of any real or
personal property therein for tbe payment of the Series 2001 Bonds or tbe making of deposits into the bond service fund,
reserve fund or other payments provided for in the Resolution. The Series2001 Bonds shaU not constitute a lien upon any other
property of or in the City, but shall constitute a lien only upon tbe Pledged Revenues all in the manner provided in tbe
Resolution.
The Resolution provides that a sum equal to the Reserve Requirement shall be deposited in the Reserve Fund created for the
benefit of the Series 2001 Bonds at the time of delivery of the Series 200 I Bonds and shall be used only for the purposes provided in
the Reso lution. (The City expects to provide for the Reserve Requirement by _____.) The "Reserve Requirement" is defined
as the lesser of (i) the Maximum Bond Service Requirement for the Series 200 I Bonds; (ii) 125% of the Average Annual Bond Service
Requirement for the Series 200 I Bonds, or (iii) 10% of the proceeds of the Series 200 I Bonds. See "SECURITY FOR THE SERIES
2001 BONDS - Reserve Fund.
Redemption
The Series 2001 Bonds maturing on or after October I, _ are subject to optional redemption on or after October I, _
at the redemption prices described herein. Certain of the Series 2001 Bonds are subject to mandatory sinking fund redemption as
described herein. The Series 2001 Bonds are also subject to extraordinary mandatory redemption from prepayment principal. See
"DESCRIPTION OF THE SERIES 2001 BONDS - Redemption Provisions" herein.
Municipal Bond Insurance
Payment of the principal of, accreted value and interest on the Series 200 I Bonds, when due, will be guaranteed by a municipal
bond insurance poticy to be issued simultaneously with the delivery of the Series 200 I Bonds by
See "MUNICIPAL BOND INSURANCE" herein and Appendix C hereto.
Pro fession als
,will serve as Registrarand Paying Agent pursuant to the
Resolution.
Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, is serving as Bond Counsel and Disclosure Counsel. Brown, Ward,
Salzman & Weiss, P.A., Orlando, Florida, is the City Attorney.
Public Financial Management, Inc., Orlando, Ftorida, is the City's fmancial advisor.
Some of the professionals will be compensated from a portion of the proceeds of the Series 200 I Bonds, identified as "Cost
ofIssuance" 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 2001 Bonds and the receipt of the proceeds thereof.
OR377960; 1
v
Additional Bonds
The City may not issue any additional debt payable from the Assessment. However, subject to certain conditions set forth in
the Resolution, the City may from time to time issue Additional Parity Obligations, (as defined in the Resolution) payable on a parity
with the Series 2001 Bonds from the Half-Cent Sales Tax. See "ADDITIONAL PARITY OBLIGATIONS" herein.
Authorizing Resolution and Definitions
A summary of the Resolution is set forth in Appendix D hereto. Definitions of certain capitalized words used in this Official
Statement and not otherwise defmed 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 200 I Bonds, to provide certain financial
information and operating data relating to the City and the Series 200 I 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 200 I 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 other documentation referred to herein or with questions concerning this Official
Statement or the Series 2001 Bonds.
Except to the extent otherwise indicated, information contained in this Official Statement was compiled by the City.
M is cell an eOD s
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 2001 Bonds, the security for the payment of the Series 200 I Bonds, and the rights and obligations of holders
thereo f.
The information contained in the Officiat 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 200 I Bonds.
[END OF SUMMARY STATEMENT]
OR377960; I
vi
OFFICIAL STATEMENT
$
CITY OF WINTER SPRINGS, FLORIDA
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001
(TU3.......;U.. L;l;hliul; ..ud B""ul;fi....I;"u)(Tuscawilla Improvement Area)
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and all Appendices hereto, is to furnish
certain information with respect to the issuance by the City of Winter Springs, Florida (the "City") of its Special
Assessment Revenue Bonds, Series 2001 (T u~l"w ;II" L;l;;hl;ul;; "ud B""ul;f...."l;vu)(Tuscawilla Improvement Area) (the
"Series 200 I Bonds") in the aggregate principal amount of $
The Series 2001 Bonds are being issued pursuant to the Constitution of the State of Florida, Chapter 166,
Part II, Ftorida Statutes, as amended and supplemented, Chapter 72-718, Laws of Florida, Special Act of 1972, as
amended (the "City Charter") and other applicable provisions of law, and Resolution No. , as supplemented
(collectively, the "Resolution"). See Appendix D, "Summary of the Resolution".
The Series 2001 Bonds are payable from and secured by a first lien upon and pledge of the Pledged Revenue
which Pledged Revenues include the Assessments, the first $160,000 of Half-Cent Sales Tax received by the City in each
fiscal year of the City and until applied in accordance with the provisions of the Resolution, the proceeds of the Series
2001 Bonds and all moneys including investment in the funds and accounts established pursuantto the Resolution, except
the Rebate Fund.
The Series 2001 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 2001
Bonds. The Series 2001 Bonds will be available to purchasers in denominations of $5,000 of integral multiples thereof.
Interest on the Series 2001 Bonds is payable on ~ 1, 2001 and on each April 1 and
October 1 thereafter until maturity or redemption. Amounts due on the Series 2001 Bonds will be paid to
Cede & Co., as nominee for DTC, as registered owner of the Series 2001 Bonds, to be subsequently disbursed to DTC
Participants and thereafter to the Beneficial Owners of the Series 2001 Bonds. See "DESCRIPTION OF THE SERIES
2001 BONDS" herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized terms 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 2001 Bonds are
set forth in the Resolution, a summary of which is attached to this Official Statement as Appendix D. The description
of the Series 2001 Bonds, the documents authorizing and securing the same, and the information from various reports
and statements contained herein are not comprehensive or definitive. 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.
THE CITY
The City was incorporated in t 959 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,
OR377960; 1
office and residential area with a small amount of light industry and commerc ia!. The City currently has a land area of
14.6 square miles and a 2000 population of approximately 31,088. 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
Commissions results in a tie.
THE ASSESSED AREA
Pursuant to the authority granted the City Commission in City Ordinance No. 98-704 (the "Ordinance") to
define Assessment Areas within the incorporated areas of the City, the City Commission pursuant to Resolution
No. 99-884 created the TU5kA..il\& Tuscawilla Improvement Area (the "Assessed Area") as an Assessed Area under the
Ordinance. The Assessed Area includes tall u. "".1,,;..] property within the C itv located within the T u,l".. al" Tuscawilla
Planned Unit Development[l~~""d Lv Cldd "'''1lo"";C;,,., uf a.,,3l;;;).,l;;d au"a - UUU.b""l vf l,",.,;d""lIL:~, CES, va.....aullvt" ""h.,., 5'-'lH..ial
d",,,.;,,,liu...]. (a total of 4.507 parcels for 1999)
PURPOSE OF THE SERIES 2001 BONDS
The Series 200 I Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and
Resolution No. of the City adopted by the City Commission on , 200 I as supplemented
(collectively the "Resolution") to (i) acquire and construct various capital projects within the Assessed Area and
(ii) finance the costs of issuance of the Series 200 I Bonds including the municipal bond insurance premium and the
Reserve Fund surety bond premium. See "THE PROJECT ," and "ESTIMA TED SOURCES AND USES OF FUNDS"
herein.
THE PROJECT
The City has entered into a contract with Cathcart Contracting Company to construct the Project for
$ $rI.823.0001. The Project includes masonry wall entry features, landscaping and irrigation and
related improvements at various locations within the Assessed Area. The Citv has expended approximatelv $400.000
of its on funds for design. planning and tegal costs associated with the Proiect.
DESCRIPTION OF THE SERIES 2001 BONDS
General Description
The Series 2001 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 200 I
Bonds. The Series 200 I Bonds will be availab Ie to purchasers in denominations 0 f $5,0000 f integral multiples thereof.
Interest on the Series 2001 Bonds is payable on _____October 1,2001 and on each April I and
October I thereafter until maturity or redemption. Amounts due on the Series 2001 Bonds will be paid to
Cede & Co., as nominee for DTC, as registered owner of the Series 200 I Bonds, to be subsequently disbursed to DTC
Participants and thereafter to the Beneficial Owners of the Series 200 I Bonds. See "DESCRIPTION OF THE SERIES
2001 BONDS" herein.
Book-Entry-Only System
The information set forth under this caption concerning DTC and DTC's book-entry system has been
obtained from sources the City believes to be reliable, but the City takes no responsibility for the accuracy
thereof.
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The Series 2001 Bonds will be issued as fully registered bonds without coupons. The Depository Trust
Company ("DTC"), New York, New York, will act as securities depository for the Series 200 I Bonds. The Series 200 I
Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee).
One fully registered Series 2001 Bond will be issued for each maturity of the Series 200 I Bonds. Individual purchases
will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof. Beneficial
owners of the Series 200 I Bonds will not receive physical delivery of Series 200 I 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 a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, ctearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. 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 Direct 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 Series 200 I Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Series 2001 Bonds on DTC 's records. The ownership interest of each actual purchaser of
each Series 200 I Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participant's records.
Beneficial Owners will not receive written confirmation from DTC of their transaction, but Beneficial Owners are
expected to receive written confirmation providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficiat Owner entered into the transaction.
Transfers of ownership interests in the Series 2001 Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interest in Series 200 I Bonds, except in the event that use of the book-entry system for the Series 200 I Bonds
is discontinued.
To facilitate subsequent transfers, all Series 200 I Bonds deposited by Participants with DTC are registered in
the name ofDTC 's partnership nominee, Cede & Co. The deposit of Series 200 I 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 2001 Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts
such Series 200 I Bonds are credited, which mayor may not be the Beneficia I Owners. The Participants will remain
responsible for keeping account of their hotdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regutatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Series 2001 Bonds. Under its usual
procedures, DTC will mail an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co. 's consenting or voting rights to those Direct Participants to whose accounts in the Series 200 I Bonds
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 200 I Bonds will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on such payment date. Payments by 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
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be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City or the Paying
Agent, disbursement of such payments to Direct Participants shall be the responsibility ofDTC, and disbursement of such
paymen ts to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 200 I BONDS, AS NOMINEE
OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE SERIES 200 I BOND OR REGISTERED OWNERS
OF THE SERIES 2001 BONDS SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 200 I BONDS.
The City shall provide for issuance of Series 200 t Bonds (the "Replacement Certificates") directty to owners
of Series 200 I Bonds other than DTC, or its nom inee, but only in the event that (i) DTC determines not to continue to
act as securities depository for the Series 200 I Bonds; or (ii) the City has advised DTC of its determination that DTC
is incapable 0 f discharging its duties as a securities depository 0 f immobilized securities; or (iii) the City has determined
in its sole discretion not to continue the book-entry system of transfer. Upon the occurrence of 0), (ii) or (iii) above, the
City may attempt to locate another qualified securities depository. If the City does not locate another qualified securities
depository to replace DTC, the City shall have authenticated and delivered Replacement Certificates. In the event the
City makes the determination to issue Replacement Certi ficates, and has made provision to notify the Beneficial Owners
of Series 200 I Bonds by mailing an appropriate notice to DTC, it shall issue Replacement Certificates at the address of
such owner as it appears in the registration books maintained by the Registrar and principal on the Series 200 I Bonds
will be payable when due upon presentation and surrender of such Series 200 I Bonds at the office of the Paying Agent.
Interest payable on any Series 2001 Bond on any Interest Date will (except for the final payment of interest which shall
be paid only upon presentation and surrender of the Series 200 I Bonds at the office of the Paying Agent) be paid by
check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business
on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such
Interest Date, or by wire transfer to owners of $1,000,000 or more is principal amount 0 f Series 200 I Bonds.
Replacement Certificates will be transferable only by presentation and surrender to the Registrar, together with an
assignment duly executed by the owner of the Replacement Certificate, or by his attorney or legal representative, in form
satisfactory to the Registrar and subject to the other conditions set forth in the Resotution.
The City can make no assurances that DTC will distribute payments of principal of, redemption price, ifany,
or interest on the Series 2001 Bonds to the DTC Participants, or that DTC Participants will distribute payments of
principal of, redemption price, if any, or interest on the Series 200 I Bonds or redemption notice (referred to be low) to
the Beneficial Owners of such Series 2001 Bonds or that they will do so on a timely basis, or that DTC or any of its
Participants will act in a manner described in this Official Statement. The City is not responsible or liable for the failure
ofDTC to make any payment to any DTC Participant or failure of any DTC Participant to give any notice or make any
payment to a Beneficial Owner in respect to the Series 200 I Bonds or any error or delay relating thereto.
In the event of an insolvency ofDTC, or ifDTC has insufficient securities to satisfY the claims of the DTC
Participants with respect to deposited securities, DTC Participants may not be abte to obtain all of their deposited
securities.
The rights of holders of beneficial interests in the Series 2001 Bonds and the manner of transferring or pledging
those interests is subject to applicable state law. Holders of beneficial interests in the Series 2001 Bonds may want to
discuss the manner of transferring or pledging their interest in the Series 200 I Bonds with their legal advisors.
Redemption Provisions
Optional Redemption of Series 200 J Bonds
The Series 2001 Bonds maturing on or prior to t, _' are not redeemable prior to their
respective maturities. The Series 2001 Bonds maturing on or after I, _' are subject to optional
redemption prior to their maturities on or after I, _' 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 ifless than a full maturity from any
legally available monies at a redemption price (expressed as a percentage of the principal amount to be redeemed) as
set forth in the following table, together with accrued interest to the redemption date.
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/
Period During Which Redeemed
(Both Dates Inclusive)
Redemption Price
I, __ through __ 30,_
I, _ and thereafter
101%
100%
Mandatory Redemption of Series 2001 Bonds
The Series 200 I Bonds maturing on I, _ are subject to mandatory redemption in part prior to
maturity by tot on 1, _ and on each 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 I of Year
Principal Amount
Extraordinary Mandatory Redemption of Series 2001 Bonds
[TO BE DISCUSSED] The Series 2001 Bonds are subiect to extraordinarY mandatorY redemption in whole
or in part on any interest payment date and if in part in inverse order of maturity ata redemPtion price equal to the
principal amount thereof and accrued intended to the date of redemption as a result of deposits to the Prepayment
Account.
Notice of Redemption
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Registrar,
and mailed, first class mail, postage prepaid, to all Owners of Series 200 I Bonds to be redeemed at their addresses as
they appear on the registration books, but failure to mail such notice to one or more Owners of Series 2001 Bonds shall
not affect the validity of the proceedings for such redemption with respect to Owners of Series 2001 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 0 fthe Series 200 I Bonds of one maturity are to be called, the distinctive numbers of such Series 200 I
Bonds to be redeemed and in the case of Series 200 I Bonds to be redeemed in part only, the portion of the principal
amount thereof to be redeemed.
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 Bond Service Fund to pay the redemption price of the Series 2001 Bonds
to be redeemed.
Official notice of redemption having been given as aforesaid, the Series 200 I Bonds or portions of Series 200 I
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 2001
Bonds or portions of Series 2001 Bonds shall cease to bear interest. Upon surrender of such Series 2001 Bonds for
redemption in accordance with said notice, such Series 200 I Bonds shall be paid by the Registrar atthe redemption price.
Installments of interest due on or prior to the redemption date shall be payable as provided in the Resolution for payment
of interest. Upon surrender for any partial redemption of any Series 200 I Bond, there shall be prepared for the Owner
a new Series 2001 Bond or Series 200 I Bonds of the same maturity in the amount of the unpaid principal of such
partially redeemed Series 200 I Bond. All Series 200 I Bonds which have been redeemed shall be canceled and destroyed
by the Registrar and shall not be reissued.
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In addition to the foregoing notice, further notice shall be given by the City as set out below, but no defect in
said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the
effectiveness ofa call for redemption ifnotice thereofis given as above prescribed.
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 200 I Bonds being redeemed; (ii) the
date of issue of the Series 200 I Bonds as originally issued; (iii) the rate of interest borne by each Series 200 I Bond being
redeemed; (iv) the maturity date of each Series 200 I Bond being redeemed; and (v) any other descriptive information
needed to identify accurately the Series 200 I Bonds being redeemed.
b. Each further notice ofredemption shall be sent at least 35 days before the redemption date
by registered or certified mail or overnight 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 2001 Bonds consist and to
one or more nationat information services that disseminates notices of redemption of obligations such as the Series 200 I
Bonds.
SECURITY FOR THE SERIES 2001 BONDS
General
The Series 2001 Bonds are payable solely from and secured by a prior lien upon and pledge of the Pledged
Revenues. Pledged Revenues include the Assessments, the Half-Cent Sales Tax and until applied in accordance with
the provisions of the Resolution, the proceeds of the Bonds and all moneys including investments, in the funds and
accounts established hereunder, except the Rebate Fund.
The Series 2001 Bonds do not constitute a general obligation or indebtedness of the City within the meaning
of any constitutional, statutory or charter provision or limitation, and no holder of the Series 200 I Bonds shall ever 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 principat of and interest on the Series 2001 Bonds or the making of any bond
service fund, reserve fund or the payments provided for in the Resolution. The Bonds and the indebtedness evidenced
thereby do not constitute a lien on any other property of or in the City, but shall constitute a lien only on the Pledged
Revenues all in the manner provided in the Resolution.
The Assessments
Pursuant to City Resolution 887, the Assessments including interest thereon are levied and imposed on all Tax
Parcels within the Assessed Area at an annuat rate of$42.18 per ERU for 30 years. (Till.. A~~.............b add;t;vllally b...a.
;lll.......~l at th... ;lll.......~t .ak uu lh... 3"'1;"'~ 2881 Buud~.) In City Resolution No. 99-884, the City assigned I ERU to each
single family residential parcel, 0.6 ERU to each mutti-family residential parcel, 1 ERU per 2,025 square feet of building
areas to nonresidential parcels with a minimum of 1 ERU allocated to each such parcel, 1 ERU to each vacant parcel and
o ERU's to public use parcels. The Assessment becomes a lien equal in rank and dignity with the liens of all state,
county, district or municipal taxes and other non-ad valorem assessments and except as otherwise provided by law
superior to all other liens, title and claims until paid, against the assessed parcels each year after adoption by the City
Commission of the Annual Local Improvement Assessment Resolution. The City Collected the Assessments for tax year
1999 based on the following parcel classifications: 4.096 single family. 98 multifamily. 16 non residential parcels: and
297 vacant parcels. The City elected not to levy the Assessments for tax year 2000.
Collection of Assessments
The Assessments are a species of non-ad valorem assessments which are imposed and levied against the land
subject thereto upon the basis of a special and peculiar benefit to such land determined to result from the
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implementation of the Project. Non-ad valorem assessments are not based on millage and are not taxes, but can
become a lien against the homestead as permitted in Section 4, Article X of the Florida State Constirution.
The City has covenanted to collect the Assessments pursuant to Sections 197.3632 and 197.3635, Florida
Statutes (the "Uniform Method"), or any successor statute authorizing the collection of non-ad valorem assessments
on the same bill as ad valorem taxes and any applicable regulations thereunder.
Under the Uniform Method the tax collector is to list on the collection roll for each of the relevant tax years the
Assessments encumbering the benefitted parcels and will include on the tax notice issued pursuant to Section 197.3635,
Ftorida Statutes, the dollar amount of such Assessments. Assessments collected pursuantto the Uniform Method become
due and payable on November I of the year when assessed or as soon thereafter as the certified tax roll is prepared by
the property appraiser and constitute a lien upon the land from January I of such year until paid or barred by operation
of law. Assessments collected pursuant to the Uniform Method become delinquent on April I following the year in
which they are assessed or immediately after sixty (60) days have expired from the mailing of the unpaid tax notice,
whichever is later.
All county, municipal, school and special district taxes, special assessments and voter-approved ad valorem
taxes levied to pay principal of and interest on bonds, collected pursuant to the Uniform Method, including the
Assessments, are payable at one time. Ifa taxpayer does not make complete payment, he or she cannot designate specific
line items on his or her tax bill as deemed paid in full. In such cases, the tax collector does not accept such partiat
payment and the partial payment is returned to the taxpayer.
If assessments or taxes collected pursuant to the Uniform Method are paid during November or during the
following three months, the taxpayer is granted a variable discount equal to 4% if paid in November and decreasing one
percentage point per month to 1% in February. All unpaid taxes including the Assessments collected pursuant to the
Uniform Method become delinquent on April I of the year following assessment, and the Tax Collector is required to
collect taxes and non-ad valorem special assessments prior to April I and after that date to institute statutory procedures
upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers may result in a detay
throughout this process.
The collection of delinquent Assessments under the Uniform Method is, in essence, based upon the sale by the
Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the City for the payment of the
Assessment due. The demand for such certificates is in turn dependent upon various factors, which include the interest
that can be earned by ownership of such certificates and the vatue of the land that is the subject of such certificates and
which may be subject to sale at the demand of the certificate holder. Therefore, the underlying value of any land within
the Assessed Area encumbered by a delinquent Assessment may affect the demand for such certificates and the successful
collection of the Assessments to be collected pursuant to the Uniform Method.
In the event ofa delinquency in the payment of taxes and assessments on real property to be collected pursuant
to the Uniform Method, the tax collector is required to attempt to sell tax certificates on such property to the person who
pays the delinquent taxes and assessments and interest and certain costs and charges relating thereto, and who accepts
the lowest interest rate per annum to be borne by the certificates (bidden down from a statutory starting point and
maximum of 18%). Delinquent taxes and assessments may be paid by a taxpayer prior to the date of sale of a tax
certificate by the payment of such taxes and assessments, together with interest and all costs and charges relating thereto.
Tax certificates are sold by public bid. Ifthere are no bidders at the public sale of tax certificates, the certificate is issued
to the county in which the assessed lands are located, at the maximum rate of interest allowed (currently 18%). The tax
collector does not collect any money if tax certificates are issued to the county. Proceeds from the sale of tax certificates
are required to be used to pay taxes and non-ad valorem special assessments (including the Assessments), interest, and
costs and charges on the real property described in the certificate.
County-held certificates may be purchased and any tax certificate may be redeemed, in whole or in part, by any
person at any time before a tax deed is issued or the property is placed on the list of lands available for sale, at a price
equal to the face amount of the certificate or portion thereof together with all interest (at a rate not less than 5% unless
the certificate bore interest at zero percent), costs, charges, and omitted taxes due. The proceeds of such a redemption
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are paid to the tax collector who transmits to the holder of the certificate such proceeds less service charges, and the
certificate is canceled. Any holder, other than the county, ofa tax certificate that has not been redeemed has seven years
from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate.
After an initial period ending two years from April I of the year of issuance of a certificate, during which period
actions against the land are held in abeyance to allow for sales and redemptions of tax certificates and before the
expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject
land. The applicant is required to pay the tax collector at the time of application all amounts required to redeem or
purchase all other outstanding tax certificates covering the tand, plus interest, any omitted taxes or delinquent taxes and
interest on such, and current taxes, if due. If the county holds a tax certificate on property valued at $5,000 or more and
has not succeeded in selling it, the county must apply for a tax deed two years after April I of the year of issuance. The
county pays costs and fees to the tax collector but not any amount to redeem any outstanding certificates covering the
land. Thereafter, the property is advertised for public sale.
In any such public sale, the private holder of a tax certificate who is seeking a tax deed for non-homestead
property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the
cost of sale, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax
deed, plus interest thereon at the rate of 1.5% per month for the period running from the month after the date of the
application for the deed through the month of sale and costs for the serving of the statutory notice. In the case of
homestead property, the bid is also deemed to include an amount equal to one-half of the latest assessed value of the
homestead. If there are no higher bids, the certificate holder receives title to the land and the amounts paid for the
certificate and in applying for a tax deed are credited towards the purchase price. (fthere are other bids, the holder may
enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem
the tax certificate, and all other amounts paid by such person in applying for a tax deed, are fOlwarded to the holder
thereof or credited to such holder ifsuch holder is the successful bidder. Excess proceeds are distributed first to satisfy
governmental liens against the land and then to the former title hotder of the property (less service charges), lienholders
of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other persons
to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may
appear.
Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest,
restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property
subject to a tax deed would be extinguished.
(fthere are no bidders at the public sale, the county may, at any time within ninety (90) days from the date of
offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid.
After ninety (90) days have passed, any person or governmental unit may purchase the land by paying the amount of the
opening bid. Three years from the date of offering for public sale, unsold lands escheat to the county in which they are
located and all tax certificates and liens against the property are canceted and a deed is executed vesting title in the
governing body of the county.
Enforcement of the obligation to pay Assessments and the ability to foreclose the lien created by the failure to
pay Assessments, or the ability of the tax collector to sell tax certificates and ultimately tax deeds, may not be readily
availab Ie or may be limited as such enforcement is dependent upon judicial actions which are often subject to discretion
and delay.
Half-Cent Sales Tax
Pursuant to Chapter 212, Part I, Florida Statutes, as amended, the State is authorized to levy and collect a sales
tax of 6 % on, among other things, the sales price of each item or article of tangible personal property sold at retail in
the State subject to certain exceptions and dealer allowances as etsewhere set forth in Chapter 212, Florida Statutes, as
amended. Chapter 218, Part VI, Florida Statutes provides that the amount to be deposited in the Local Government
Half-Cent Sales Tax Clearing Trust Fund in the State Treasury (the "Trust Fund") is based on a fixed percentage of sales
tax revenues collected pursuant to Chapter 212, Part I, Florida Statutes, as amended. Pursuant to such statute, after
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making certain prior distributions, such fixed percentage is currently 9.653 % of the amount remitted by sales tax dealers
located within a participating county.
The deposits in the Trust Fund are earmarked for distribution to governmental units (municipalities and the
county) of the county in which the sales tax was collected. This amount earmarked for distribution to the governments
within any county is referred to herein as the "local government half-cent sales tax".
Chapter. 218, Part VI, Florida Statutes, as amended, permits the local governments to pledge their share of the
half-cent sales tax proceeds for the payment of principal and interest on indebtedness incurred to finance any capital
project.
The hatf-cent sales tax proceeds collected within Seminole County is distributed to the City by the State in
accordance with the following formula:
City Share
(percentage of total half-cent
sales tax proceeds)
City Population
total county + 2/3 of incorporated
poputation area population
Pursuant to Section 218.23, Florida Statutes, as amended, to be eligible to receive half-cent sales tax proceeds,
the County must have:
(i) reported its finances for its most recently completed fiscal year to the State Department of
Banking and Finance;
(ii) made provision for annual postaudits of its financial accounts in accordance with provisions
of law;
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special millage authorized by the voters, to produce the
revenue equivalent of a millage rate of three-mills on the dollar based on the 1973 taxable
values as certified by the property appraiser or, in order to produce revenues equivalent to
that which would otherwise be produced by such three-mill ad valorem tax, to have collected
an occupational license tax or a utility tax, levied an ad valorem tax, or received revenue
from any combination of these sources;
(iv) certified compliance with certain qualifications and minimum salary standards for law
enforcement officers; certified compliance with certain qualification standards for
firefighters;
(v) certified compliance with certain qualification standards for firefighters;
(vi) certified that each dependent special district that is budgeted separately from the general
budget of the local governing authority has met the provisions for annual post audit of its
financiat accounts in accordance with the provisions of law; and
(vii) satisfied certain millage levy requirements outlined in Section 200.065, Florida Statues, as
amended.
Although Chapter 218, Part VI, Florida Statutes, as amended, does not impose any limitation on the
number of years during which the City can receive distribution of the half-cent sales tax proceeds form the Trust
Fund, there may be future amendments to Chapter 218, Part VI, Florida Statutes, as amended, in subsequent
years imposing additional requirements of eligibility for cities participating in distributions of half-cent sales
tax proceeds.
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Failure by the City to comply with the requirements listed above would result in loss of the half-cent
sales tax proceeds for twelve months following a "determination of noncompliance" by the State Department
of Revenue.
The Half-Cent Sales Tax received by the City during its last five fiscal years as well as the City's
estimated Half-Cent Sales Tax for its current fiscal year are set forth below:
Half-Cent
Sales Tax
1996
$1.316.186
1997
$1.451.056
1998
$1.611.623
1999
$1.729.755
2000
$1.908.1 08
2001(1)
$2.028.885
(I)
Estimated by the City Finance Department.
Source: City uf '.villI"" 31',i,,0" Audit"d rii1all"ial 3taklll,,"t, I ~~6-2eee] Finance Department
Reserve Fund
The Resolution provides for the establishment and maintenance of a Reserve Fund and provides that
on the date of issuance of the Series 2001 Bonds the City shall deposit to the Reserve Fund the Surety Bond
in an amount equal to the Reserve Requirement. Pursuant to the Resolution the "Reserve Requirement" is
defined as the lesser of (i) the Maximum Bond Service Requirement for the Series 2001 Bonds, (i) 125% of
the Average Annual Bond Service Requirement for the Series 2001 Bonds, or (ii) 10% of the proceeds of the
Series 2001 Bonds.
Amounts on deposit in the Reserve Fund shall be applied in accordance with the provisions of the
Resolution solely for the purpose of the payment of maturing principal of, amortization, investments, and
interest on the Outstanding Series 200 I Bonds when the moneys in the Bond Service Fund are insufficient
therefor and for no other purpose.
Reserve Fund Surety Bond
[TO BE PROVIDED]
Flow of Funds
Pursuant to the Resolution, all Assessments are upon receipt thereofby the City to be deposited in the
Revenue Fund.
All revenues in the Revenue Fund are to be disposed of at least two (2) business days prior to each
Aprit I and October I commencing ~ I, 200 1 (each being an "Interest
Payment Date") only in the following manner and the following order or priority:
(I) The City shall first deposit into the Bond Service Fund and credit to the following
accounts, in the following order (except that payments in the Principal Account and the Redemption Account
shall be on a parity with each other), the following identified sums:
(a) Interest Account: A portion of the Assessments which shall represent
interest on the Assessments as will be sufficient to pay all interest coming due on all outstanding Series 200 I
Bonds on the next Interest Payment Date, together with any fees and charges of the Paying Agent and Registrar
therefor. Moneys in the Interest Account may be used only for the purposes set forth in this paragraph (a).
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(b) Principal Account: A portion of the Assessments which shall be allocable
to the principal of the Assessments as will be sufficient to pay the principal amount of the Outstanding Series
200 I Bonds which will mature and become due on the next maturity date. Moneys in the Principal Account may
be used only for the purposes set forth in this paragraph.
(c) Redemption Account: Such sum as will be sufficient to pay any
Amortization Installment established for the mandatory redemption of Outstanding Series 2001 Bonds on the
next Amortization Installment date. The moneys in the Redemption Account shall be used solely for the
purchase or redemption of the Series 200 I Term Bonds payable therefrom. The City may at any time purchase
any of said Series 200 I Term Bonds at prices not greater than the then redemption price of said Series 200 I
Term Bonds. If the Series 2001 Term Bonds are not then redeemable prior to maturity, the City may purchase
said Series 200 I Term Bonds at prices not greater than the redemption price of such Series 2001 Term Bonds
on the next ensuing redemption date. If Series 2001 Term Bonds are so purchased by the City, the City shall
cred it the amount of such purchased Series 200 t Term Bonds against any current Amortization Installment to
be paid by the City. If the City shall purchase or call for redemption in any year Series 2001 Term Bonds in
excess of the Amortization Installment requirement for such year, such excess of Series 2001 Term Bonds so
purchased or redeemed shall be credited in such manner and at such times as the City shall determine. Moneys
in the Redemption Account in the Bond Service Fund may be used only for the purposes set forth in this
paragraph (c).
(2) The City shall next deposit from moneys remaining in the Revenue Fund an amount
required by the provisions of the Resolution to be deposited into the Reserve Fund. Any withdrawals from the
Reserve Fund shall be subsequently restored from the first moneys available in the Revenue Fund, after all
current applications and allocations to the Bond Service Fund, including all deficiencies for prior payments
have been made in full. Notwithstanding the foregoing, in case of withdrawal from the Reserve Fund, in no
event shall the City be required to deposit into the Reserve Fund an amount greater than that amount necessary
to ensure that the difference between the Reserve Requirement and the amounts on deposit in the Reserve Fund
on the date of calculation shall be restored not later than twelve (12) months after the date of such deficiency
(assuming equal monthly payments into such account for such twelve (12) month period).
(3) (a) Prepayment Principal as received shall be deposited into the Prepayment
Account and applied to the extraordinary mandatory redemption of Series 2001 Bonds on the next interest
payment date as provided for in the Series 2001 Bonds. See "DESCRIPTION OF THE SERIES 2001
BONDS - REDEMPTION PROVISIONS - EXTRAORDINARY MANDATORY REDEMPTION" herein.
(b) Delinquent Assessment Principal shall first be applied to restore the amount
of any withdrawal, from the Reserve Fund to pay the principal of Series 200 I Bonds to the extent that less than
the Reserve Requirement is on deposit in the Reserve Fund, and the balance, if any, shall be deposited into the
Principal Account.
(c) Delinquent Assessment Interest shall first be applied to restore the amount
of any withdrawal from the Reserve Fund to pay the interest on Series 2001 Bonds to the extent that less than
the Reserve Requirement is on deposit in such Reserve Fund, and the balance, ifany, deposited into the Interest
Account.
(4) The balance of any moneys remaining in the Revenue Fund after the above required
payments have been made may be used for any lawful purpose; provided, however, that none of said money
shall be used for any purposes other than those 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 this Resolution.
(5) The City shall deposit the first One Hundred and Sixty Thousand Dollars
($160,000.00) of Half-Cent Sales Tax received by the City in each Fiscal Year into the Sales Tax Fund
promptly upon receipt thereof. The moneys in the Sales Tax Fund shall be deposited or credited on or before
OR377960;1
II
one (I) business day prior to each Interest Payment Date in the following manner and in the following order
of priority:
(a) In any month in which there shall not be sufficient revenues available in
the Revenue Fund to make any deposits as required in (1) and (2) above, the City shall transfer from the Sales
Tax Fund the required amounts needed to make the above stated payments, including any deficiencies for prior
payments.
(b) Thereafter, on or after May I of each year, but only after any depositions
required by Paragraph (a) above have been duly made, including any deficiencies for prior payments, any
moneys remaining in said Sales Tax Fund may be used by the City for any lawful purpose.
Investments
Moneys in any fund or account created under the Resolution (with the exception of the Reserve Fund)
may be invested and reinvested in Permitted Investments which mature not later than the dates on which the
moneys on deposit therein will be needed for the purpose of such fund. Moneys in the Reserve Fund may be
invested and reinvested in Permitted Investments maturing not later than five (5) years from the date of initial
deposit to the Reserve Fund. Such Permitted Investments shall be valued by the Paying Agent as frequently as
deemed necessary by the Bond Insurer, but not less often than annually, at the market value thereof, exclusive
of accrued interest. Deficiencies in any fund or account resulting from a decline in market value shall be
restored no later than the succeeding valuation date. 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 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.
NO ADDITIONAL PARITY OBLIGATIONS
The City has covenanted in the Resolution not to issue or incur any obligations payable from the
Pledged Revenues nor voluntarily create or cause to be created any debt. lien. pledge. assignment. encumbrance
or other charge upon such -Pledged Revenues except for fees. commissions. costs. and other charges payable
to the property appraiser or to the tax collector pursuant to Florida law which may be a charge against the
Assessment. Ulay i..u" addilivual vbli!:>aliv". Ilavi,,!:> a" "'1ualli"" V" 1I1" IIalf-C",,1 3011". Ta^ alld ,a"k.i,,!:>
"'1ually ill all vlh"l 01'1'''''[, will. th" 3"li". 2661 Bv"J. .ubj"d Iv III" fvllvwi,,!:> "vlldiliv". a. I'IVvid"d ill lh"
Rl",i)ulul~u.ll.
[TO BE DISCUSSED]
MUNICIPAL BOND INSURANCE
[To Be Provided)
DEBT SERVICE REQUIREMENTS
The following table shows the scheduled annual principal and interest requirements on the Series 200 I
Bonds and total annual debt service on the Series 2001 Bonds.
Series 2001 Bonds
Aggregate Series
2001 Bonds
Debt Service
Year
Ending
1)
Principal Interest
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12
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
TOTAL
· Includes accrued interest of $_____ on the Series 2001 Bonds.
ESTIMA TED SOURCES AND USES OF FUNDS
Sources of Funds:
Series 2001 Bond Proceeds
Less Original Issue Discount
Other Available Moneysill
Accrued Interest
Total Estimated Sources of Funds
Uses of Funds
Deposit of Accrued Interest to Interest Account
Deposit to Construction Fund
Underwriter's Discount
Cost of b'U411ww( 1) Issuance(2)
OR377960;!
13
$
($
$
$
'-)
$
$
$
$
Total Estimated Uses of Funds
$
(I) Assessments and oreoavment of Assessments received bv the City in tax vear 1999.
(2) Includes costs of issuance, and other fees and expenses including the municipal bond insurance
premium and Reserve Fund Surety Bond premium associated with the issuance of the Series 2001 Bonds.
LITIGA TION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series
2001 Bonds or questioning or affecting the validity of the Series 2001 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 the irrespective offices is being contested.
There is no litigation pending which in any manner questions the right of the City to issue the Series 2001
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 MA TTERS
Certain legal matters incident to the validity of the Series 2001 Bonds and the issuance thereof by the
City are subject to the approving opinion of Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Bond
Counsel. Copies of such opinion will be available at the time of the delivery of the Series 2001 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 delivery. 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 expresses any opinion concerning any of the matters referenced in
the opinion. Certain legal matters will be passed upon for the City by Anthony A. Garganese of Brown, Ward,
Salzman & Weiss, P .A., City Attorney, Orlando, Florida and by Akerman, Senterfitt & Eidson, P .A., Disclosure
Counsel.
T AX 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 2001 Bonds 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 200 I Bonds to be included in gross income for federal income tax purposes retroactive
to the date of issue of the Series 2001 Bonds. Those requirements include, but are not limited to, provisions
which prescribe yield and other limits within which the proceeds of the Series 200 I 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
subj ect to the conditions described below, interest on the Series 200 I Bonds is excludable from gross income
OR377960; I
14
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 200 I Bonds with certain requirements of the
Code regarding the use, expenditures and investment of Series 200 I Bond proceeds and the timely payment of
certain investment earnings to the Treasury of the United States may cause interest on the Series 200 I Bonds
to become included in gross income for federal income tax purposes retroactive to their date of issue. The City
has covenanted in the Resotution to compty with all provisions of the Code necessary to, among other things,
maintain the exclusion from gross income of interest on the Series 2001 Bonds. In rendering its opinion, Bond
Counsel has assumed continuing compliance with such covenants.
The opinion on federal tax matters will be based on and will assume the accuracy of certain
representations and certifications and compliance with certain covenants of the City to be contained in the
transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series
2001 Bonds are and will remain obligations the interest on which is exctuded from gross income for federal
income tax purposes. Bond Counsel will not independently verify the accuracy of the certifications and
representations made by the City.
Prospective purchasers of the Series 200 I Bonds should be aware that ownership of the Series 200 I
Bonds may result in other federal tax consequences to certain taxpayers.
In the opinion of Bond Counsel, the Series 2001 Bonds are exempt from all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes.
Interest on the Series 2001 Bonds may be subject to state or local income taxation under applicable
state or local laws in other jurisdictions. Purchasers of the Series 2001 Bonds should consult their tax advisors
as to the income tax status of interest on the Series 200 I 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 2001 Bonds. In some cases these proposals have contained provisions that altered these
consequences on a retroactive basis. Such alteration offederal tax consequences may have affected the market
value of obligations similar in nature to the Series 200 I 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 2001 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 2001 Bonds.
Bond Counset has not undertaken to advise in the future whether any events after the date of issuance
of the Series 200 I Bonds may affect the tax status of interest on the Series 200 I Bonds. Moreover, except as
stated above, Bond Counsel expresses no opinion regarding federal or state tax consequences arising with
respect to the Series 200 I Bonds. Prospective purchasers of the Series 200 I Bonds are advised to consult their
own tax advisors as to the applicability of other federal or state tax consequences.
[Assuming the City can rectify certain representations and findings made by the City in the Resolution
upon the issuance of the Series 2001 Bonds, the Series 2001 Bonds are "quatified tax-exempt obligations"
(within the meaning of Section 265(b)(3) of the Code), and, in the case of certain financial institutions (within
the meaning 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 2001 Bonds.]
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT
Under the Code, the difference between the maturity amounts of the Series 200 I Bonds maturing in
the years _' _' _, _' _ and years _ through __ (the "Discount Bonds"), and the initial
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15
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 Discount Bonds of the same
maturity was sold is "original issue discount." Original issue discount will accrue over the term of such
Discount Bonds on a compounded basis. A purchaser who acquires such Discount Bonds in the initial offering
at a price equat 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 Discount Bonds, and will increase his or her adjusted basis in such
Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on
the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase,
ownership and sale or other disposition of such Discount Bonds which are not purchased in the initial offering
at the initial offering price may be determined according to rules which differ from those above. Owners of
such Discount Bonds should consult their own tax advisors with respect to the precise determination for federal
income tax purposes of inter est accrued upon sale, redemption or other disposition of Discount Bonds and with
respect to the state and local tax consequences of owning and disposing of such Discount Bonds.
V ALIDA TION
On January 28,2000, a Final Judgment Denying Complaint for Validation was entered by the Circuit
Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida. The Supreme Court of the State
of Florida reversed the Circuit Court judgment and remanded the cause to the Circuit Court for further
validation proceedings consistent with their order. The Circuit Court entered a final order consistent with the
Supreme Court order.
CONCURRENT FINANCING
[TO DE DISCUSSED] The City intends to issue at approximately at the same time that it issues the
Bonds its Water and Sewer Refunding Revenue Bonds. Series 2001. Such bonds are payable solely from the
Net Revenues of the City's Water and Sewer System and have no lien on the Pledged Revenues.
UNDERWRITING
The Underwriters shown on the cover page hereofhave agreed, subject to certain conditions precedent
to purchase the Series 2001 Bonds at a price of $______ ($_____ original par amount,
less underwriters' discount of $_____ and less 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 200 I Bonds. The public offering prices of the Series 200 I
Bonds may be changed from time to time by the Underwriters, and the Underwriters may allow a concession
from the public offering prices to certain dealers. None of the Series 200 t Bonds will be delivered by the City
to the Underwriters unless all of the Series 200 I Bonds are so delivered.
FINANCIAL ADVISOR
Public Financial Management, Inc., Orlando, Florida, has served as financial advisor to the City in
connection with the issuance of the Series 200 I Bonds.
fINVESTMENT 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 andFinancialReportingfor 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
OR377960; I
16
obligations of or obligations guaranteed by the Department of the Treasury of the United States of America,
obligations of specific federal agencies of the United States of A merica, 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.t
RATINGS
Standard & Poor's Ratings Services and Fitch IBCA, Inc., have assigned ratings of"_" and "_,"
respectively, to the Series 200 I Bonds, with the understanding that, upon delivery of the Series 200 I Bonds a
municipal bond insurance policy will be issued by Financial Guaranty. lu add;l;vlJ, 3lauda.d &. P"v.'~ Ral;u!;;~
3". v ;",,~ I.a~ ;~~u"d au uud".I};ll!;;' al;u!;; vC __ Cv. II." 3". ;,,~ 1 aa I Bvud~. 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 & Poor's Ratings Services, 55 Water Street, New York, New York
10041. Generally, a rating agency bases its rating on the information and materiats furnished to it and on
investigations, studies and assumptions. There is no assurance such ratings will continue for any given period
of time or that such ratings will notbe revised downward or withdrawn entirely by the rating agencies, ifin 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 2001 Bonds.
FINANCIAL STATEMENTS
The City's general purpose fmancialstatements for its fiscal year ended September 30,2000 appearing
in Appendix "B" 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 200 I Bondholders and in order to assist
the Underwriters in complying with the continuing disclosure requirements of Securities and Exchange
Commission Rule 15c2-12 (the "Rule"), to provide certain financial information and operating data relating to
the Ciry and the Series 2001 Bonds in each year (the "Annuat Report"), and to provide notices of the occurrence
of certain enumerated events, if material. Such undertaking shall onty apply so long as the Series 2001 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 (UNRMSIRs") described in the Continuing Disclosure Certificate (Appendix G hereto),
as well as any state information repository 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 G.
With respect to the Series 2001 Bonds, no party other than the City is obtigated to provide, nor is
expected to provide, any continuing disclosure information with respect to the aforementioned Rule. The City
failed to timely provide its Annual Report due March 31,2000 which it had agreed to provide in connection
with the issuance of its Improvement Refunding Revenue Bonds, Series 1999. The City has now provided such
Annual Report to the NRMSIRs.
OR377960;1
17
CERTAIN RELATIONSHIPS
We call to your attention that the law firm of Akerman, Senterfitt & Eidson, P.A. is serving as bond
counsel and disclosure counsel to the City in connection with the issuance of the Series 200 t Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULA TIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act")
required that the City make a full and fair disclosure of any bonds or other debt obligations that it has issued
or guaranteed 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 be a reasonable investor in the Series 200 I 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 behatf 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 200 I 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 2001 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 2001 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, insotvency or other simitar 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 expressty stated, are set forth as such and not as representations offact, 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 200 I Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor to be
construed as a representation by the City or the Underwriters. 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 fact.
OR377960; 1
18
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 200 I Bonds to the Underwriters, the City will provide to the
Underwriters 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 final official statement in thejudgment of the undersigned
for the purposes of SEC Rute 15c2-12(b)(3).
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
By:
City Manager
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19
APPENDIX A
General Information Concerning the City
OR377960; 1
APPENDIX B
City of Winter Springs, Florida General Purpose
Financial Statements for the Year Ended September 30, 2000
OR377960; I
APPENDIX C
Specimen Municipal Bond Insurance Policy
OR377960; I
APPENDIX D
Summary of the Resolution
OR377960;1
APPENDIX E
Form of Proposed Bond Counsel's Opinion
OR377960;1
APPENDIX F
Form of Continuing Disclosure Certificate
OR377960;1
m_m__mnm COMPARISON OF FOOTNOTES _mmmm_m_
-FOOTNOTE *-
Preliminary, subject to change
m____.__mn__ COMPARISON OF FOOTERS ____m_m__m_
-FOOTER 1-
OR372943; t~
OR377960; 1
~ ,
!-MJ~hael\rvi~li~i~~ ~ ~PA\Nmter ~E~~~~~aoc --
i
. ___ ~~ge '11j
CITY OF WINTER SPRlNGS, FLORIDA
SPECIAL ASSESSMENT REVENUE BONDS
(Tuskawilla Improvement Area)
SERIES 2001
BOND PURCHASE CONTRACT
April_,2001
Honorable Mayor and City Commission
CITY OF WINTER SPRlNGS, FLORIDA
1126 East S.R. 434
Winter Springs, Florida 32708
Dear Mayor and Commissioners:
Gardnyr Michael Capital, Inc., as Senior Manager (the "Underwriter"), offers to enter into the
fol1owing agreement on behalf of itself and the other underwriters listed on Schedule A hereto
with you as the governing body, the City of Winter Springs, Florida (the "Issuer"), which, upon
your acceptance, will be binding upon you and upon the Underwriter. This offer is made subject
to your acceptance on or before 10:00 p.m., local time, on the date hereof and, if not so accepted,
wil1 be subject to withdrawal by the Underwriter upon notice to the Issuer at any time prior to the
acceptance hereof by you.
I. PURCHASE AND SALE. Upon the terms and conditions and upon the basis of the
representations and agreements set forth herein, the Underwriter hereby agree to purchase
from the Issuer for offering to the public and the Issuer hereby agrees to sel1 and deliver
to the Underwriter for such purpose, al1 (but not less than al1) of the Issuer's $
aggregate principal amount of Special Assessment Revenue Bonds
(Tuskawilla Improvement Area), Series 2001 (the "Bonds"). The Bonds shall be dated as
of April_, 2001 and shall mature on the dates and in such principal amounts, bear such
rates of interest and be subject to such other terms as set forth in Exhibit A to this
Purchase Contract. Such interest shal1 be payable on each April 1 and October 1,
commencing April _, 2001. The purchase price of the Bonds shal1 be $
(after deducting from the aggregate principal amount of Bonds, the original issue discount
of $ and the Underwriter's discount of $ ) plus accrued interest
on the Bonds from April _, 200 I to the date of Closing (as hereinafter defined), if any.
The Bonds shal1 initial1y be offered to the public at the prices (including discounts, if any)
indicated on Exhibit A provided, however, that the Underwriter may offer to sel1 the
Bonds to certain dealers and others at prices lower than those indicated on Exhibit A.
The Bonds shal1 be issued pursuant to Chapterl66, Part II, Florida Statutes, as amended,
and other applicable provisions of law (the "Act"), and an Authorizing Bond Resolution
adopted on April 9, 2001, (the "Resolution").
l~j~h~~1 Wlll~~_~s :B~A Win!~r..~prings.d~c..~~
;
-.......
.~~g~2]j
2. THE BONDS. The Bonds are being issued to provide funds necessary (i) to acquire and
construct various capital projects within the Tuskawilla Improvement Area, and (ii) to
finance the costs of issuance of the Series 2001 Bonds including the municipal bond
insurance policy premium and the Reserve Fund surety bond premium.
3. OFFERING. It shall be a condition of your obligation to sell and deliver the Bonds to the
Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the
Bonds, that the entire aggregate principal amount of the Bonds shall be sold and delivered
by you and accepted and paid for by the Underwriter at the Closing.
4. OFFICIAL STATEMENT. You will deliver to the Underwriter an official statement
(which term as used herein shall include the cover page, the summary statement and
appendices contained therein), dated as of the date hereof (the "Official Statement"),
executed on your behalf as indicated therein, and you hereby authorize the use of the
Official Statement, as the same may be modified, amended or supplemented upon mutual
agreement of the Issuer and the Underwriter, and the information therein contained, by
the Underwriter in connection with the offering, sale and distribution ofthe Bonds by the
Underwriter. The Issuer agrees (i) to deliver to the Underwriter, within seven (7)
business days after the date hereof, and in sufficient time to accompany confirmations to
its customers, a final Official Statement in sufficient quantity to comply with Rule
15C-12 of the Securities and Exchange Commission (SEe), and (ii) to deliver to the
Underwriter, at any time within 90 days after the end of the underwriting period, a
supplemental final Official Statement, if necessary to comply with Rule IOb-5 of the
SEC. If any such supplement is required, prior to the Closing, the Underwriter shall have
the option to decline to accept delivery of the Bonds.
The City authorizes the use and distribution of the Official Statement in connection with
the public offering and sale of the Bonds. The Underwriter agrees that they will not
confirm the sale of any Bonds unless the confirmation of ~ales requesting payment is
accompanied or preceded by the delivery of a copy of the Official Statement. The
Underwriter shall notify the City of the occurrence of the "end of the underwriting
pc:;riod," as such term is defined in the Rule, on the date which is one day thereafter and of
the passage ofthe date after which the Underwriter no longer remains obligated to deliver
Official Statement pursuant to paragraph (b) (4) of the rule on the date which is one day
thereafter.
5. PRELIMINARY OFFICIAL STATEMENT. The Bonds shall be as described in the
preliminary official statement of the Issuer relating to the Bonds, in substantially the form
approved and deemed "final" pursuant to Rule 15c2-12 of the Securities and Exchange
Commission by the Issuer, pursuant to the Resolution which together with the cover
2
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._ __._ ._., P~ge3-11
pages, and all exhibits, is herein called the "Preliminary Official Statement".
6. USE OF DOCUMENTS. You hereby authorize the use by the Underwriter of (a) the
Resolution, (b) the Official Statement (including any supplements or amendments
thereto), (c) this Bond Purchase Contract, (d) the Preliminary Official Statement, and (e)
any other documents related to the transactions contemplated in the Official Statement in
connection with the public offering, sale and distribution of the Bonds.
7. REPRESENTATIONS AND AGREEMENTS. The Issuer hereby represents and agrees
as follows:
(a) at the time of your delivery to the Underwriter ofthe Official Statement and at the
time of Closing, the statements and information contained in the Official Statement will
be true, correct and complete in all material respects an'd the Official Statement will not
omit any statement or information which should be included therein for the purposes for
which the Official Statement is to be used or which is necessary to make the statements or
information contained therein, in light of the circumstances under which they were made,
not misleading provided that no representation or agreement is made regarding any
information about the Depository Trust Company and its book-entry system, the Reserve
Fund surety bond, the municipal bond insurance policy or the issuer thereof.
(b) between the date of this Bond Purchase Contract and the time of Closing, the
Issuer will not execute any bonds, notes or obligations for borrowed money, other than
the bonds, without giving prior written notice thereof to the Underwriter;
(c) the Issuer is, and will be at the date of Closing, duly organized and validly
existing as a municipal corporation under the laws of the State of Florida, with the
powers and authority set forth in the Act;
(d) the Issuer has full legal right, power and authority to: (i) enter into this Bond
Purchase Contract, (ii) execute the Resolution, (iii) sell, issue and deliver the Bonds to the
Underwriter as provided herein, and (iv) carry out and consummate the transactions
contemplated by this Bond Purchase Contract, the Resolution, and the Official Statement,
and the Issuer has complied with the terms of the Act and with the obligations on its part
in connection with the issuance of the Bonds contained in the Resolution, the Bonds and
this Bond Purchase Contract;
(e) by all necessary official action, the Issuer has duly authorized and approved the
execution and delivery and the performance by the Issuer, ofthis Bond Purchase Contract
and will perform all other obligations on its part in connection with the issuance of the
Bonds and the consummation by it of all other transactions contemplated by this Bond
Purchase Contract in connection with the issuance of the Bonds; and, upon delivery of the
Bonds, the Resolution will each constitute a legal, valid and binding obligation of the
3
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Issuer, enforceable 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;
(t) when delivered to and paid for by the Underwriter at the Closing in accordance
with the provisions of this Bond Purchase Contract, the Bonds will have been duly
authorized, executed, issued and delivered and will constitute valid and binding special
obligations of the Issuer in conformity with the Act and the Resolution, and shall be
entitled to the benefits of the Resolution, as described in the Resolution and in the
Official Statement subject .to applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights generally and subject, as to
enforceability, to general pripciples of equity;
(g) as of the date thereof the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit to state a material fact requi~ed to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading provided that no representation or agreement is
made regarding any information about the Depository Trust Company and its book-entry
system, the Reserve Fund surety bond, the municipal bond insurance policy or the issuer
thereof.;
(h) the execution of the Resolution and the authorization, execution and delivery of
this Bond Purchase Contract, and compliance with the provisions hereof and thereof, does
not and will not conflict with, or constitute a breach of, or default under, any law,
administrative regulation, consent decree, ordinance, resolution or any agreement or other
instrument to which the Issuer was or is subject, as the case may be, nor will such
enactment, adoption, execution, delivery, authorization or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of the property or assets of the Issuer or under the terms of
any law, administrative regulation, ordinance, resolution or instrument, except as
expressly provided by the Resolution;
(i) at the time of Closing, the Issuer will be in compliance in all material respects
with the covenants and agreements contained in the Resolution and no event of default
and no event which, with the lapse of time or giving of notice, or both, would constitute
an event of default under the Resolution will have occurred or be continuing;
G) at the time of Closing, all approvals, consents, authorizations and orders of any
governmental agency having jurisdiction in any matter which would constitute a
condition precedent to the performance by the Issuer of its obligations under this Bond
Purchase Contract and the Resolution shall have been obtained and shall be in full force
and effect;
4
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(k) if between the date of this Bond Purchase Contract and the time of Closing any
event occurs of which the Issuer has knowledge which would cause the Official
Statement to contain an untrue statement or to omit to state a fact required to be stated
therein, or which is necessary in order to make the statements contained therein, in light
of the circumstances under which they were made, not misleading, the Issuer shall notify
the Underwriter and if, in the opinion of the Underwriter, the event requires an
amendment or supplement to the Official Statement, the Issuer will amend or supplement
the Official Statement in a form and in a manner satisfactory to the Underwriter in
accordance with the Resolution;
(I) except as disclosed in the Official Statement, to the best knowledge of the Issuer,
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 Issuer, affecting or seeking to prohibit, restrain or enjoin the sale,
issuance or delivery of the Bonds or contesting or affecting, as to the Issuer, the validity
or enforceability of the Act in any respect relating to authorization for the issuance of the
Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt
status of interest on the Bonds, or contesting the completeness or accuracy of the Official
Statement or any supplement or amendment thereto, or contesting the powers of the
Issuer or any authority for the issuance of the Bonds, the execution of the Resolution, or
the execution and delivery by the Issuer of this Bond Purchase Contract; and
(m) The Issuer will furnish such information, execute such instruments and take such
other action in cooperation with the Undenvriter as the Underwriter may reasonably
request in order to (i) qualify the Bonds for offer and sale under the "blue sky" or other
securities laws and regulations of such states and other jurisdictions of the United States
as the Underwriter may designate, and (ii) detennine the eligibility of the 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 Bonds; provided, however, that the Issuer shall not be required to execute a general or
. special consent to service of process or qualify to do business in connection with any such
qualification or determination in any jurisdiction.
8. CLOSING. At 12:00 noon, New York City time, on May _, 2001 or at such time on
such earlier or later date as shall be agreed upon (the "Closing"), you will deliver to The
Depository Trust Company in New York, New York, the Bonds, duly executed, and will
deliver the other documents herein mentioned at a mutually agreed to location; and the
Underwriter will accept such delivery and pay at such location as may be agreed upon by
you and the Underwriter the purchase price of the Bonds as set forth in Section 1 hereof,
plus accrued interest from April _, 2001 (if any) to the date of Closing by immediately
available funds, payable to the order of the Issuer. The Bonds shall be made available to
the Underwriter 24 hours before the Closing for purposes of inspecting and packaging.
The Bonds shall be prepared and delivered as fully registered Bonds and shall be of the
5
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terms and tenor described in the Official Statement.
9. CLOSING CONDITIONS. The Underwriter has entered into this Bond Purchase
Contract in reliance upon the representations and agreements of the Issuer herein
contained and the performance by the Issuer of its obligations hereunder, both as of the .
date hereof and as of the time of Closing. The obligations of the Underwriter under this
Bond Purchase Contract are and shall be subject, in the discretion of the Underwriter, to
the following conditions:
(a) the representations and agreements of the Issuer contained herein shall be true and
correct and complied with as of the date hereof and as of the date of the Closing, as if
made on the date of the Closing;
(b) at the time of the Closing, the Resolution shall be in full force and effect in
accordance with its terms and shall not have been amended, modified or supplemented,
except in any such case as may have been agreed to by the Underwriter;
(c) at the time of the Closing, all official action of the Issuer relating to this Bond
Purchase Contract, the Resolution, and the Bonds shall be in full force and effect in
accordance with their respective terms and shall not have been amended, modified or
supplemented in any material respect.
(d) the Underwriter shall have the right to cancel the agreement contained herein to
purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of
their intention to do so if between the date hereof and the Closing:
(i) legislation shall have been enacted by the Congress of the United States, or
enacted by the Legislature of the State of Florida, or recommended to the
Congress for passage by the President of the United States, or recommended to
the Legislature for passage by the Government of the State of Florida or favorably
reported for passage to either House of Congress of the United States or of the
Legislature of the State of Florida by any Committee of such House, or passed by
either House of Congress of the United States or of the Legislature of the State of
Florida, or a decision shall have been rendered by a court of the United States or
the United States Tax Court or by a court of the State of Florida, or a ruling shall
have been made or a regulation shall have been proposed or made by the Treasury
Department of the United States or the Internal Revenue Service, with respect to
the Federal taxation or by the State of Florida or any agency thereof, with respect
to Florida State or local taxation of interest received on obligations of the general.
character of the Bonds, which, in the opinion of Counsel for the Undenvriter has,
or will have, the effect of making such interest taxable, or:
(ii) between the date hereof and the Closing, legislation shall be enacted or
6
I'NliChaefWillfams - B'PA'Winter Spifngs.doc' - .-
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.=____._ ~.=:=___.._____..-~-..._...._..__.~__.~..~~DI
any action shall be taken by the Securities and Exchange Commission
which, in the opinion of Counsel for the Underwriter, has the effect of
requiring the contemplated issuance or distribution of the Bonds to be
registered under the Securities Act of 1933, as amended, or the Resolution to be
qualified under the Trust Indenture Act of 1939, as amended, or an event
described in paragraph:
(iii) (k) of Section 7 hereof shall have occurred which requires an amendment
or supplement to the Official Statement and which, in the opinion of the
Underwriter, adversely affects the marketability of the Bonds, or the market price,
or;
(iv) in the opinion of the Underwriter, payment for and delivery of the Bonds is
rendered impracticable or inadvisable because (A) trading in securities generally
shall have been suspended on the New York Stock Exchange, Inc., or (B) a
general banking moratorium shall have been established by Federal, New York or
Florida authorities, or (C) a war involving the United States shall have been
declared or shall have been commenced in fact, or other national calamity shall
have occurred, or;
(v) an order, decree or injunction of any court of competent jurisdiction, or
any order, ruling, regulation or administrative proceeding by any governmental
body or board, shall have been issued or commenced, or any legislation enacted,
with the purpose or effect of prohibiting the issuance, offering or sale of the
Bonds as contemplated hereby or by the Official Statement or prohibiting the
adoption or performance of the Resolution, or;
(vi) the Issuer has, without the prior written consent of the Underwriter,
offered or issued any bonds, notes or other obligations for borrowed money, or
incurred any material liabilities, direct or contingent, other than as described in the
Official Statement, or there has been an adverse change of a material nature in the
financial position, results of operations or condition, financial or otherwise, of the
Issuer in the ordinary course of its business, or there has been any development
affecting the market acceptance of the Bonds for any reason which, in the
reasonable opinion of the Underwriter, materially impairs the investment quality
of the Bonds or the ability ofthe Underwriter to market the Bonds.
(e) at or prior to the date of the Closing, the Underwriter shall receive the following
documents: .
(i) the Official Statement, as printed, and each supplement, amendment or
modification, if any, thereto, executed on behalf of the Issuer by the Mayor and
7
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the City Clerk;
(ii) the Resolution certified by the Issuer under seal as having been duly
adopted by the Issuer and as being in effect, with such supplements, modifications
or amendments as may have been agreed to by the Underwriter;
(iii) a final approving opinion of Akerman, Senterfitt & Eidson, P.A., Bond
Counsel, Orlando, Florida, addressed to you dated the date of the Closing, in
substantially the form included as an appendix to the Official Statement;
(iv) a letter of Bond Counsel, addressed to the Underwriter and dated the date
of Closing, to the effect that their final approving opinion may be relied upon by
the Underwriter to the same .extent as if .such opinion were addressed to the
Underwriter;
(v) an opinion of Bond Counsel, addressed to you and the Underwriter, and
dated the date of Closing, to the effect that, (A) the information set forth in the
Official Statement under the headings, "Description of the Series 2001 Bonds,"
"Security for the Series 2001 Bonds ( other than the information under the
subheading "Book-Entry Only System" as to which no opinion need be
expressed)," and "Tax Exemption," insofar as such information purports to be the
descriptions or summaries of the Resolution, the Bonds, the Act and the income
tax laws of the United States, is correct and accurate in all material respects, and
are fair statements or summaries of the matters set forth or documents referred to
therein, and (B) the Bonds are exempt from registration under the Securities Act
of 1933, as amended, and the Resolution is exempt from qualification as a
Resolution under the Trust Indenture Act of 1939, as amended;
(vi) An opinion dated the date of Closing of Brown, Ward, Salzman, & Weiss,
P.A., Attorney for the Issuer, to the effect that as of such date, except for litigation
or claims disclosed or referred to in the Official Statements, no litigation is
pending or, to his knowledge, threatened, in any court (i) challenging the creation,
organization or existence of the Issuer, or (ii) seeking to restrain or enjoin the
issuance or delivery of any of the Bonds, or the collection of the Pledged
Revenues (as defined in the Resolution) to pay the principal of and interest on the
Bonds, or in any way contesting or affecting the validity of the Bonds or the
Resolution, or the collection of said revenues, or contesting the powers of the
Issuer for the issuance of the Bonds, or the execution of the Resolution, or (iii) in
any way contesting or affecting the validity of the Bond Purchase Contract, or (iv)
in which a final adverse decision would materially adversely affect the financial
condition or operations of the Issuer.
(vii) a certificate, dated the date of the Closing, which shall be true and correct
8
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at the time of Closing, signed by the Mayor and City Clerk, or such other
official satisfactory to the Underwriter, and in - form and substance
satisfactory to the Underwriter, to the effect that, (A) the representations, and
agreements of the Issuer contained herein are true and correct to the best of their
knowledge and belief in all material respects and are complied with as of the time
of Closing, (B) to the best of their knowledge the Official Statement did not as of
its date, and does not as of the date of Closing, contain any untrue statement of a
material fact or omit to state a material fact which should be included therein for
the purposes for which the Official Statement is to be used, or which is necessary
in order to make the statements contained therein, in light of the circumstances in
which they were made, not misleading and (C) except as disclosed in the Official
Statement, no litigation or other proceedings are pending or, to the best of their
knowledge, threatened in any court or other tribunal or competent jurisdiction,
state or federal, in any way (i) restraining or enjoining the issuance, sale or
delivery of any of the Bonds, or (ii) questioning or affecting the validity of this
Purchase Contract, the Bonds, the Resolution, or the pledge by the Issuer to the
Bondholders of any moneys or other security provided under the Resolution, or
(iii) questioning or affecting the organization or existence of the Issuer or the title
to office of the officers thereof;
(viii) a certificate of the Issuer executed by the Mayor of the Issuer, in form and
substance acceptable to Bond Counsel, dated as of the date of Closing, setting
forth facts, estimates and circumstances concerning the use or application of the
Bond proceeds, and stating in effect that on the basis of such facts, estimates and
circumstances in existence of the date of the Closing, it is not expected that the
proceeds of the Bonds will be used in a manner that would cause such Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended, and the regulations prescribed thereunder (collectively, the
"Code") ;
(ix) evidence satisfactory to the Underwriter that Standard & Poor's shall have
issued ratings of "AAA" on the Bonds, and such ratings shall still be in effect;
(x) such additional legal opinions, certificates, instruments and other
documents as the Underwriter may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's
representations, warranties and agreements contained herein and of the statements
and information contained in the Official Statement and the due performance or
satisfaction by the Issuer on or prior to the date of Closing of all the Resolutions
then to be performed and conditions then to be satisfied by it.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter
to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase
9
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Contract and the Underwriter does not waive such inability in writing, or if the
obligations of the Undervyriter to purchase, to accept delivery of and to pay for
the Bonds shall be terminated for any reason permitted by this Purchase Contract, this
Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be
under any further obligation hereunder, except that the respective obligations of the Issuer
and the Underwriter set forth in Section 10 hereof shall continue in full force and effect.
10. EXPENSES. The Underwriter shall be under no obligation to pay, and the Issuer shall
pay, any expense incident to the performance of the Issuer's obligations hereunder
including, but not limited to: (a) the cost of preparation, printing and delivery of the
Resolution; (b) the cost of preparation, printing and delivery of the Preliminary Official
Statement and the Official Statement and any supplements or amendments thereto; (c) the
cost of preparation and printing of the Bonds; (d) the fees and disbursements of the Issuer
Attorney and Bond Counsel; (e) the fees of and disbursements of the Issuer's certified
public accountants, if any; (f) the fees and disbursements of any other accountants,
experts or consultants; (g) fees of bond rating agencies, and; (h) the fees and expenses of
the Registrar and the Paying Agent and of its counsel.
The Underwriter shall pay: (i) expenses of advertising in connection with the public
offering of the Bonds, (ii) the CUSIP Service Bureau charge for the assignment of CUSIP
numbers with respect to the Bonds, (iii) the charges of The Depository Trust Company
("DTC"), (iv) the cost of obtaining and printing any Blue Sky and legal investment
surveys with respect to the Bonds, and (v) any other expenses including but not limited to
underwriter's counsel contracted for by the Underwriter in connection with their public
offering and distribution of the Bonds.
11. NOTICES. Any notice or other communication to he given to you under this Bond
Purchase Contract may be given by mailing the same to the Issuer, the City of Winter
Springs, Florida, I 126 East S.R. 434 Winter Springs, Florida 32708, attention: City
Manager, and any such notice or other communication to be given to the Underwriter may
be mailed to Pfilip G. Hunt, Jr., President, Gardnyr Michael Capital, Inc., 2281 Lee Road,
Suite 104, Winter Park, Florida 32789.
12. PARTIES OF INTEREST. This Bond Purchase Contract is made solely for the benefit
of the Issuer and the Underwriter and no other party or person shall acquire or have any
right hereunder or by virtue hereof. All representations, warranties, and authority in this
Purchase Contract shall remain operative and in full force and effect and shall survive the
delivery of the Bonds.
13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to the
Issuer of the purchase price of the Bonds shall not constitute a waiver of any condition or
provision contained herein for the benefit of the Underwriter. Notwithstanding the
preceding sentence or any other provision herein to the contrary, the performance of any
10
I-MichaerWi~rams_~:BPA Winre-r'.~p~ngs .do~:..--~"
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and all obligations of the Issuer hereunder and the performance of any and all
conditions contained herein for the benefit of the Underwriter may be waived by
the Underwriter, in their sole discretion, and the approval of the Underwriter when
required herein or the determination of its satisfaction as to any document referred to
herein shall be in writing, signed by appropriate officer or officers of the Underwriter and
delivered to you.
14. NO LIABILITY. Neither the Issuer nor any of the members thereof, nor any officer,
agent or employee thereof, shall be charged personally by the Underwriter with any
liability, or held liable to the Underwriter under any tenn or provision of this Bond
Purchase Contract.
15. INTEGRA TION. This Bond Purchase Contract, and the terms and conditions herein,
shall constitute the full and complete authority between the Issuer and the Underwriter
with respect to the purchase and sale of the Bonds.
16. GOVERNING LAW. This Bond Purchase Contract shall be governed by and construed
in accordance with the laws of the State of Florida.
17. EFFECTIVENESS. This Bond Purchase Contract shall become effective upon
acceptance hereof by the Issuer and the execution by the Underwriter and the designated
Issuer officials and shall be valid and enforceable at the time of such execution.
18. HEADINGS. The headings of this Bond Purchase Contract are inserted for convenience
only and shall not be deemed to be a part hereof.
19. SEVERABILITY. The invalidity or unenforceability of any provision of this Bond
Purchase Contract shall not affect the validity or enforceability of the balance of this
Bond Purchase Contract.
20. CONTINUING DISCLOSURE. The Issuer will undenake, pursuant to the Resolution
and a Continuing Disclosure Certificate, to provide certain annual financial information
and notices of the occurrence of certain events, if material. A description of this
undertaking is set forth in the Preliminary Official Statement and will also be set forth in
the Final Official Statement.
IN WITNESS WHEREOF, the undersigned hereby agree to the terms and provisions of this
Bond Purchase Contract all as of the day apd year first above written.
Very Truly'yours,
11
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GARDNYR MICHAEL CAPITAL, INC.
By:
President
(SEAL)
CITY OF WINTER SPRINGS, FLORIDA
ATTEST:
City Clerk
Mayor
Approved As To Form:
City Attorney
SCHEDULE A
Senior Manager
12
I Michael Williams :"BPA WinTer Springs.doc . ~
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Gardnyr Michael Capital, Inc.
Michael C. Stewart, Vice Pre.sident
2281 Lee Road, Suite 104
Winter Park, Florida 32789
(407) 629-4600
Co-Managers
Hanifen, Imhoff
Jeffrey Larson, Managing Director
1560 N. Orange Avenue, Suite 210
Winter Park, Florida 32789
(407) 622-0296
William R. Hough & Co., Inc.
William Leedy, Senior Vice President
Landmark Center II
225 E. Robinson Street, Suite 465
Orlando, Florida 32801
DISCLOSURE STATEMENT
13
'~Mic~ael Y?,i1Tiam_s - ~!:_~ wrn~er Sp~.~~~_s.d~c
. _._ . _ . P~e ~j
City of Winter Springs, Florida
1126 East S.R. 434
Winter Springs, Florida 32708
Re: City of Winter Springs, Florida Special Assessment Revenue Bonds, Series 2001
Dear Mayor and Commissioners:
In connection with the proposed issuance by the City of Winter Springs, Florida (the "City") of $
principal amount of Special Assessment Revenue Bonds, Series 2001 referred
to above (the "Bonds"), Gardnyr Michael Capital, Inc. as Senior Mnager (the "Underwriter") has
agreed to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds
will include a Bond Purchase Contract between the City and the Underwriter which will embody
the negotiations in respect thereof: .
The purpose of this letter is to furnish certain infom1ation in respect of the arrangements
contemplated for the underwriting of the Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the City in connection with
the issuance and sale of the Bonds are set forth in Schedule I attached hereto. The
nature and estimated amounts of expenses to be incurred by the Underwriters in
connection with the purchase and reoffering of the Bonds are set forth in Schedule II
attached hereto.
(b) No person has entered into an understanding with the Underwriter or, to the knowledge of
Underwriter, with the City for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act as an intermediary
between the City an the Underwriter or to exercise or attempt to exercise any
influence to effect any transaction in the purchase of the Bonds.
(c) The amount of underwriting spread expected to be realized is as follows:
Per $1,000
Amount
14
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. .,.. .-_._--_.,~-_.__.,--- ..,---_._---_.-._-----~--'".-_.
__-Pag_~._15J1
Sales Credit
Underwriting Risk
Management Fee
Underwriter's Expenses
Underwriting Spread
$
$
(d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in
connection with the issuance of the Bonds to any person not regularly employed or
retained by the Undef\vriter except as specifically enumerated as expenses to be
incurred by the. Underwriter as set forth in Schedule II attached hereto.
(e) The name and address ofthe managing underwriter connected with this bond issue is Gardnyr
Michael Capital, Inc. 2281 Lee Road, 'Suite 104 Winter Park, Florida 32789.
Authorizing this debt or obligation will result in $ (Maximum Annual Debt
Service) of Pledged Funds of the City of Winter Springs, Florida not being available to finance
other services ofthe City of Winter Springs, Florida each year for 28 years.
Very Truly Yours,
GARDNYR MICHAEL CAPITAL, INC.
Pfilip G. Hunt
President
SCHEDULE I
15
t_~i?~a(3r~illi~-ms ~-B~~.winter_?erln_~s.doC ___._
Page f~lI
$
City of Winter Springs, Florida
Special Assessment Revenue Bonds, Series 2001
(Tuskawilla Improvement Area)
Estimated Issuer Expenses
Bond Counsel Fee for the Bonds
(Includes Expenses)
$
Financial Advisor
Paying Agent
Official Statement Printing
Bond Rating (Moody's "Aaa")
( S&P "AAA")
Closing and Miscellaneous
Total Issuer Expenses
$
Estimated Municipal Bond Insurance Premium (FSA)
Estimated Reserve Account Surety Policy (FSA)
SCHEDULE II
16
L~:i~~~el:Wiilla~~ -_.sPAWintetSp!!ngS=a'~C-_
___-=-.Pa_~l
$
City of Winter Springs, Florida
Special Assessment Revenue Bonds, Series 200 1
(Tuskawilla Improveme~t Area)
Estimated Underwriter's Expenses
Amount
Underwriter's Counsel
Federal Funds
Clearance
PSA, MSRB Assessment, Cusip Fee
DTC
Closing & Miscellaneous
Total Underwriter's Expenses
$
17
COMMISSION AGENDA
ITEM D
REGULAR XX
CONSENT
INFORMATIONAL
Fehmary 12,2001
Meeting
MGR IDEPT
A lIthorization
REQ VEST: The City Manager requests that the City Commission authorize the City Manager to:
1) Issue, as soon as possible, no more that $2.5 million in bonds for the Tuscawilla
Lighting and Beautification District Special Assessment District and,
2) Refinance, as soon as possible, the Water and Sewer Revenue Bonds Series 1991 and,
3) Refinance, when the percent savings reaches 6% or more, the Water and Sewer
Revenue Bonds Series 1992
PURPOSE:
Authorization to move forward now with financing will allow the City and its Citizens to
take advantage of the current interest rates by:
1) obtaining permanent funding for the TLBD construction and,
2) the refinancing of the Water and Sewer System Series 1991 debt.
Authorization to move forward with refinancing for the Water and Sewer System Series
1992 debt when the percent savings reaches 6% or more will allow the City and its
Citizens to take advantage of the favorable interest rates at that time as evidenced by the
percent savings criteria.
CONSIDERATIONS:
TLBD Financing
. Originally, the TLBD financing was going to consist of a 5 year bond anticipation
note (BAN), and then bonds for the remaining period to be issued at a later point in
time. However, due to the decrease in interest rates, it now appears favorable to
forego the BAN and issue long bonds instead.
. Two potential options exist for the TLBD Financing - we can either fund a "Cash
Reserve Account" or obtain a "Surety Bond" for the reserve. The Surety Bond would
be the more favorable choice; however, we may not be able to obtain one. Therefore;
two TLBD scenarios are presented for the Commission's review:
. TLBD Long Term Bonds-Cash For Reserve Account
~ Par Amount of Bonds $2,445,000.
~ Level Payments of approximately $160,000 per year through 2029.
~ True Interest Cost of approximately 5.20%.
. TLBD Long Term Bonds-Surety Bond for Reserve Account
~ Par Amount of Bonds $2,275,000.
~ Level Payments of approximately $152,000 per year through 2029.
~ True Interest Cost of approximately 5.20%.
Water and Sewer Revenue Bonds - Series 1991
. The call date of the Series 1991 W&S bonds is not until July 2001; however, through
the use of a "forward refunding" we can proceed now with the refinancing and obtain
a present value savings of $604,000 or a percent savings of 10.45%. This equates to
an annual savings of $45,368.
. Par Amount of Bonds $5,780,000.
. Interest rates on Series 1991 bonds is 6.3%-6.75% -- Interest rates on the refinancing
would be 3.87%-5.0%.
. Maturity date not extended.
Water and Sewer Revenue Bonds - Series 1992
. The call date of the Series 1992 W&S bonds is not until January 2002. This issue
could be refinanced now through the use of a forward refunding; however, the present
value savings of $665,691 is only a percent savings of 4.94%. This equates to an
annual savings of$35,161. Because this refunding is so far out, the cost of the
forward premium draws down the potential interest savings.
. Par amount of bonds $13,475,000.
. Interest rates on Series 1992 bonds is 5.4%-6. 125%--Interest rates on the refinancing
would be 3.97%-5.25%.
. Maturity date not extended.
FUNDING:
Costs of issuance paid from bond proceeds. Debt service paid from assessments and
Water and Sewer System Revenues, respectively. See attachment for sources and uses.
RECOMMENDATION:
TLBD Financing
It is recommended that the Commission authorize the City Manager to proceed with the
TLBD financing using a team of:
. Gardnyr Michael (senior manager), Hanifen Imhoff and William R. Hough & Co. .
Allocation will be 60% (senior manager) and 20% for each co-manager.
Water and Sewer Refinancing - Series 1991 and 1992
Note that if the W&S 1991 and 1992 refinancings are able to go at the same time (ie. the
1992 refinancing meets the threshold of the 6% or greater criteria) then we would be
able to issue one Official Statement for both instead of two separate ones. If this is the
case then we would only need only one team as recommended below in the Series 1991
and 1992 option. Hanifen Imhoff is recommended as the senior manager for both issues
if they go together at the same time. If this is the case then William R. Hough & Co.
would be up next for any future issue as senior manager.
Series 1991 and 1992
It is recommended that the Commission authorize the City Manager to proceed with the
Water and Sewer refinancing using a team of:
. Hanifen Imhoff (senior manager), Gardnyr Michael and William R. Hough & Co..
Allocation will be 60% (senior manager) and 20% for each co-manager.
Series 1991 Alone
It is recommended that the Commission authorize the City Manager to proceed with the
Water and Sewer 1991 refinancing using a team of:
. Hanifen Imhoff (senior manager), Gardnyr Michael and William R. Hough & Co..
Allocation will be 60% (senior manager) and 20% for each co-manager.
Series 1992 Alone
It is recommended that the Commission authorize the City Manager to proceed with the
Water and Sewer 1992 refinancing using a team of:
. William R. Hough & Co. (senior manager), Hanifen Imhoff and Gardnyr Michael.
Allocation will be 60% (senior manager) and 20% for each co-manager.
ATTACHMENTS:
Book - TLBD Financing Alternatives and W &S Refunding Opportunities
COMMISSION ACTION:
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PREUIMINARY OFFICIAL STATEMENT DATED
,2001
NEW ISSUE - BOOK-ENTRY ONLY Ratings: Standard & Poor's: "_"
Fitch: " "
(Insured)
(See Ratings and Municipal Bond Insurance 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 on the Series 2001 Bonds is excludable from gross incomefor federal income tax
purposes and is not an item of tax preferencefor purposes ofthefederal altemative 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 of the Series 200 I Bonds. Bond Counsel is further of the opinion that the Series 2001 Bonds are exempt from all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes. Furthermore, in the opinion of Bond Counsel, based on represell/ations of the City.
the Series 2001 Bonds are "qualified tax-exempt obligations" within the meaning of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended.
(See "TAX EXEMPTION" herein).
$
CITY OF WINTER SPRINGS, FLORIDA
Special Assessment Revenue Bonds, Series 2001
(Tuscawilla Improvement Area)
*
Dated:
,] 200]
Due: October ], as indicated below
The City of Winter Springs, Florida (the "City") is issuing its Special Assessment Revenue Bonds, Series 200 I (Tuscawilla Improvement Area) (the
"Series 2001 Bonds") only in the form offully registered bonds in the denomination of$5,OOO principal amount or any integral multiple thereof. The Series
200 I Bonds will bear interest at the fixed rates sct forth on the inside cover payable semi-annually on each April I and October I, commencing October I,
200 I. The Series 200 I 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 2001 Bonds. Purchases of beneficial interests in the Series 2001 Bonds will be made
in book-entry form. Purchasers of the Series 2001 Bonds ("Beneficial Owners") will not receive physical delivery of Series 2001 Bonds. Accordingly,
principal of and interest on the Series 2001 Bonds will bepaid by , 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 Direct Participants and Indirect Participants, as more fully described herein. See "DESCRIPTION OF THE
SERIES 2001 BONDS - Book-Entry Only System" herein.
Certain of the Series 2001 Bonds are subject to optional, mandatory and extraordinary mandatory redemption prior to maturity as set forth herein.
The Series 200 I Bonds are being issued by the City pursuant to Chapter 166, Part !I, Florida Statutes, the City Charter and Resolution No.
of the City as supplemented (collectively the "Resolution") to (i) acquire and construct various capital projects within the Tuscawilla Improvement Area
(the "Assessed Area") and (ii) finance the costs of issuance of the Series 2001 Bonds including the municipal bond insurance premium and the Reserve Fund
surety bond premium.
The Series 2001 Bonds are secured by a pledge of and are payable solely from the Pledged Revenues (as defined herein) which Pledged Revenues include
the Assessments, the first $160,000 of Half-Cent Sales Tax received by the City in each fiscal year of the City and until applied in accordance with the
provisions of the Resolution, the proceeds of the Series 2001 Bonds and all moneys including investment in the funds and accounts established pursuant
to the Resolution, except the Rebate Fund.
The Series 200] Bonds shall not be or constitute general obligations or indebtedness of the City or the State of Florida or any political
subdivision thereof within the meaning of any constitutional, statutor)' or charter, provision or limitation, and no holder shall ever have the right
to compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal propert)' therein for the payment of the Series
2001 Bonds or the making of deposits into the bond service fund, reserve fund or other payments provided for in the Resolution. The Series 2001
Bonds shall not constitute a lien upon any other property of or in the City, but shall constitute a lien onl)' upon the Pledged Revenues all in the
manner provided in the Resolution.
Payment of the principal of and interest on the Series 2001 Bonds when due will be guaranteed by a municipal bond insurance policy to be issued
simultaneously with the delivery of the Series 200 I Bonds by
[INSURER's LOGO]
For a discussion of the terms and provisions of such policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" herein and
Appendix C hereto.
This cover page contains certain information for quick reference only. It is not a summary of the Series 200 I Bonds. Investors must read the entire
Official Statement to obtain information essential to the making of an informed investment decision.
The Series 2001 Bonds are offered when, as and if issued by the City and accepted by the Underwriters subject to the approving legal opinion of
Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed on for the City by its counsel, Anthony A.
Garganese of Brown, Ward, Salzman & Weiss, P.A., Orlando, Florida and by Akerman, Sentcrfitt & Eidson, P.A., Disclosure Counsel. Public Financial
Management, Inc., Orlando, Florida is acting as Financial Advisor to the City in connection with the issuance of the Series 2001 Bonds. The Series 200t
Bonds are expected to be delivered through the facilities ofTne Depository Trust Company in New York, New York on or about ,2001.
Gardnyr Michael Capital, Inc.
HANIFEN, IMHOFF
Division of Stifel, Nicolaus & Company, Incorporated
WILLIAM R. HOUGH & CO.
Dated: _ _,2001
.Preliminary, subject to Change
CITY OF WINTER SPRINGS, FLORIDA
OFFICIALS
CITY COMMISSION
PaulP.Partyka
David McLeod
Cindy Gennell
Robert S. Miller
Michael S. Blake
Edward Martinez, Jr.
Mayor
Deputy Mayor/Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
CITY MANAGER
Ronald McLemore
CITY ATTORNEY
Anthony A. Garganese
Brown, Ward, Salzman & Weiss, P.A.
Orlando, Florida
FINANCE DIRECTOR
Louise Frangoul
CITY CLERK
Andrea Lorenzo-Luaces
PUBLIC WORKSfUTILITY DIRECTOR
Kipton Lockcuff
FINANCIAL ADVISOR
Public Financial Management, Inc.
Orlando, Florida
BOND COUNSEL
Akerman, Senterfitt & Eidson, P.A.
Orlando, Florida
AUDITORS
McDirmit, Davis, Puckett & Company
Orlando, Florida
0R372943;3
No dealer, broker, salesman or other person has been authorized by the City, the Insurer or the Underwriters to give any information or to make any
representation with respect to the Series 2001 Bonds other than those 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 2001 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 the City, DTC, the Insurer, and other sources which are believed to be reliable.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the
federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such
information.
The information herein is subject to change without notice and neither the delivery hereof nor any sale hereunder at any time implies that information herein
is correct as of any time subsequent to its date. Any statements in this Official Statcment involving estimates, assumptions and matters of opinion, whether or not so
expressly stated, are intcnded as such and not as representations of fact.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2001 BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHtCH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2001 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAYBE DISCONTINUED AT ANY TIME.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2001 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST
RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE
SERIES 2001 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISStON OR
REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFtCIAL
STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAYBE A CRIM INAL 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 statemcnts made herein. Wherc 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]
0R372943;3
11
TABLE OF CONTENTS
~
SUMMARY STATEMENT................................................................................................ v
The City ...................................................................................................... v
The Assessed Area .............................................................................................. v
The Series 200 I Bonds . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Purpose of the Series 200 I Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Security for the Series 200 I Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vi
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vi
Municipal Bond Insurance ....................................................................................... vi
Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vi
Additional Bonds ............................................................................................. vii
Authorizing Resolution and Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vii
Continuing Disclosure ........................................................................,................ vii
Additional Infonnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vii
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vii
INTRODUCTION ....................................................................................................... I
THE CITY ..........................................................................................................,.. I
THE ASSESSED AREA .................................................................................................. 2
PURPOSE OF THE SERIES 200 I BONDS ...............,.......................................................,........... 2
THE PROJECT ......................................................................................................... 2
DESCRIPTION OF THE SERIES 2001 BONDS ............................................................................... 2
General Description ............................................................................................. 2
Book-Entry-Only System ......................................................................................... 2
Redemption Provisions . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECURITY FOR THE SERIES 2001 BONDS ................................................................................. 6
General ......,.........,...................................................................................... 6
The Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Collection of Assessments ........................................................................................ 6
Half-Cent Sales Tax ............................................................................................. 8
Reserve Fund ................................................................................................. to
Reserve Fund Surety Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Flow of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ADDITIONAL PARITY OBLIGATIONS .................................................................................... 12
MUNICIPAL BOND INSURANCE......................................................................................... 12
DEBT SERVICE REQUIREMENTS. . . . . . . . . . . . . . . . . . . . .. .. . . .. . . . . . . . . . . . . . ... .. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . '" .. . .. . . .12
ESTIMATED SOURCES AND USES OF FUNDS. . . . . . .. . . . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. . . . . . . . . 13
LITIGATION .......................................................................................................... 13
LEGAL MA TIERS ..................................................................................................... 14
TAX EXEMPTION ..................................................................................................... 14
General ...................................................................................................... 14
TAX TREATMENT OF ORIGINALISSUE DISCOUNT. . . . .. .. . . .. . . . . . . . . . .. .. .. . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .15
VALIDA nON ......................................................................................................... 16
CONCURRENT FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
UNDERWRITING.....................................................,............................................,... 16
FINANCIAL ADVISOR. . . . . . . . . . . . . .. . . . . . . .. . .. . . . . . . . . . . . .. . . . . . . . . .. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 16
INVESTMENT POLICY ........................................................................................:......... 16
RATINGS............................................................................................................. 16
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
CONTINUING DISCLOSURE ..............,.,............................,.............................................. 17
CERTAIN RELATIONSHIPS.............. .................................................,.............................. 17
DISCLOSURE REQUtRED BY FLORIDA BLUE SKY REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ENFORCEABILITY OF REMEDIES ....................................................................................... 18
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
CERTlFlCA TE AS TO OFFICIAL STATEMENT ............................................................................. 18
APPENDIX A
APPENDIX B
General Information Concerning the City
City of Winter Springs, Florida General Purpose
Financial Statements for the Year Ended September 30, 2000
Specimen Municipal Bond Insurance Policy
Summary of the Resolution
Form of Proposed Bond Counsel's Opinion
Form of Continuing Disclosure Certificate
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
0R372943;3
1ll
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 $ * Special Assessment Revenue Bonds, Series 2001 (Tuscawilla Improvement
Area) (the "Series 2001 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 defmed in this Summary Statement shall have the same meaning as in the Resolution (as hereinafter defmed), unless
the context would clearly indicate otherwise. See "Summary of the Resolution" - Appendix D hereto.
The City
The City of Winter Springs, Florida (the "City") was originally incorporated in 1959 under the name of the Village of North
Orlando and became the City ofW inter Springs in 1972. The City is located in southern Seminole County in central Florida. Adjacent
municipalities are Longwood, Casselberry and Oviedo. The City's estimated 2000 population was 31,088. The City is served by a City
Commission - City Manager form of government 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 Commission 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 B hereto.
The Assessed Area
Pursuant to the authority granted the City Commission in City Ordinance No. 98-704 (the "Ordinance") to define Assessment
Areas within the incorporated areas of the City, the City Commission pursuant to Resolution No. 99-884 created the Tuscawilla
Improvement Area (the "Assessed Area") as an Assessed Area under the Ordinance. The Assessed Area includes [all or certain]
property located within the Tuscawilli1 Planned Unit Development. For additional information see "THE ASSESSED AREA" herein.
The Series 2001 Bonds
The Series 2001 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 2001 Bonds. The Series 2001
Bonds will be available to purchasers in denominations of$5,000 or integral multiples thereof. Interest on the Series 2001' Bonds is
payable on October 1,2001 and on each April 1 and October 1 thereafter until maturity or redemption. Amounts due on the Series
2001 Bonds will be paid to Cede & Co., as nominee for DTC, as registered owner of the Series 2001 Bonds, to be subsequently
disbursed to DTC Participants and thereafter to the Beneficial Owners of the Series 2001 Bonds. See "DESCRIPTION OF THE
SERIES 2001 BONDS" herein.
Certain of the Series 2001 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption
prior to maturity as set forth herein. See "DESCRIPTION OF THE SERIES 2001 BONDS - Redemption Provisions" herein.
Purpose of the Series 2001 Bonds
The Series 2001 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and Resolution
No. 665 of the City as amended and supplemented and particularly as supplemented by Resolution No. of the City
adopted by the City Conunission on ,2001 as supplemented (collectively the "Resolution") to (i) acquire and
construct various capital projects within the boundary of the Assessed Area and (ii) fmance the costs of issuance of the Series 2001
Bonds including the municipal bond insurance premium and Reserve Fund surety bond premium. See "PURPOSE OF THE SERIES
2001 BONDS," "THE PROJECT," and "ESTIMATED SOURCES AND USES OF FUNDS" herein.
*Preliminary, subject to change
IV
Security for the Series 2001 Bonds
The Series 2001 Bonds are payable from and secured by a first lien upon and pledge ofthe Pledged Revenues which Pledged
Revenues include the Assessments, the first $160,000 of Half-Cent Sales Tax received by the City in each fiscal year of the City and
until applied in accordance with the provisions of the Resolution, proceeds of the Series 2001 Bonds and all moneys including
investment in the funds and accounts established pursuant to the Resolution, except the Rebate Fund.
The Series 2001 Bonds shall not be or constitute general obligations or indebtedness of the Cit)' or the State of Florida
or any political subdivision thereof within the meaning of any constitutional, statutory or charter, provision or limitation, and
no holder shall ever have the right to 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 Series 2001 Bonds or the making of deposits into the bond service fund,
reserve fund or other payments provided for in the Resolution. The Series 2001 Bonds shall not constitute a lien upon any other
property of or in the City, but shall constitute a lien only upon the Pledged Revenues all in the manner provided in the
Resolution.
The Resolution provides that a sum equal to the Reserve Requirement shall be deposited in the Reserve Fund created for the
benefit of the Series 2001 Bonds at the time of delivery of the Series 2001 Bonds and shall be used only for the purposes provided in
the Resolution. (The City expects to provide for the Reserve Requirement by .) The "Reserve Requirement" is defmed
as the lesser of (i) the Maximum Bond Service Requirement for the Series 2001 Bonds; (ii) 125% of the Average Annual Bond Service
Requirement for the Series 2001 Bonds, or (iii) 10% of the proceeds of the Series 2001 Bonds. See "SECURITY FOR THE SERIES
2001 BONDS - Reserve Fund.
Redemption
The Series 2001 Bonds maturing on or after October I, _ are subject to optional redemption on or after October 1,_
at the redemption prices described herein. Certain of the Series 2001 Bonds are subject to mandatory sinking fund redemption as
described herein. The Series 2001 Bonds are also subject to extraordinary mandatory redemption from prepayment principal. See
"DESCRIPTION OF THE SERIES 2001 BONDS - Redemption Provisions" herein.
Municipal Bond Insurance
Payment of the principal of, accreted value and interest on the Series'200 I Bonds, when due, will be guaranteed by a municipal
bond insurance policy to be issued simultaneously with the delivery of the Series 2001 Bonds by
See "MUNICIPAL BOND INSURANCE" herein and Appendix C hereto.
Professionals
, will serve as Registrar and Paying Agent pursuant to the
Resolution.
Akerman, SenterfItt & Eidson, P.A., Orlando, Florida, is serving as Bond Counsel and Disclosure Counsel. Brown, Ward,
Salzman & Weiss, PA, Orlando, Florida, is the City Attorney.
Public Financial Management, Inc., Orlando, Florida, is the City's financial advisor.
Some of the professionals will be compensated from a portion of the proceeds of the Series 200 I Bonds, identified as "Cost
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 2001 Bonds and the receipt ofthe.proceeds thereof.
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v
Additional Bonds
The City may not issue any additional debt payable from the Assessment. However, subject to certain conditions set forth in
the Resolution, the City may from time to time issue Additional Parity Obligations, (as defined in the Resolution) payable on a parity
with the Series 2001 Bonds from the Half-Cent Sales Tax. See "ADDITIONAL PARITY OBLIGATIONS" herein.
Authorizing Resolution and Definitions
A summary of the Resolution is set forth in Appendix D hereto. Defmitions 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 2001 Bonds, to provide certain fmancial
information and operating data relating to the City and the Series 2001 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 2001 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 other documentation referred to herein or with questions concerning this Official
Statement or the Series 2001 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 2001 Bonds, the security for the payment of the Series 2001 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 2001 Bonds.
[END OF SUMMARY STATEMENT]
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VI
OFFICIAL STATEMENT
$
CITY OF WINTER SPRINGS, FLORIDA
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001
(Tuscawilla Improvement Area)
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and all Appendices hereto, is to furnish
certain information with respect to the issuance by the City of Winter Springs, Florida (the "City") of its Special
Assessment Revenue Bonds, Series 2001 (Tuscawilla Improvement Area) (the "Series 2001 Bonds") in the aggregate
principal amount of $
The Series 2001 Bonds are being issued pursuant to the Constitution of the State of Florida, Chapter 166,
Part II, Florida Statutes, as amended and supplemented, Chapter 72-7 I 8, Laws of Florida, Special Act of 1972, as
amended (the "City Charter") and other applicable provisions of law, and Resolution No. , as supplemented
(collectively, the "Resolution"). See Appendix D, "Summary of the Resolution".
The Series 2001 Bonds are payable from and secured by a first lien upon and pledge of the Pledged Revenue
which Pledged Revenues include the Assessments, the first $ I 60,000 of Half-Cent Sales Tax received by the City in each
fiscal year of the City and until applied in accordance with the provisions of the Resolution, the proceeds of the Series
2001 Bonds and all moneys including investment in the funds and accounts established pursuant to the Resolution, except
the Rebate Fund.
The Series 2001 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 200 I
Bonds. The Series 2001 Bonds will be available to purchasers in denominations of$5,000 of integral multiples thereof.
Interest on the Series 2001 Bonds is payable on October I, 2001 and on each April 1 and October 1 thereafter until
maturity or redemption. Amounts due on the Series 2001 Bonds will be paid to Cede & Co., as nominee for DTC, as
registered owner of the Series 2001 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the
Beneficial Owners of the Series 2001 Bonds. See "DESCRIPTION OF THE SERIES 2001 BONDS" herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized tenns used but not defined herein have the same meanings as when used in the Resolution unless
the context clearly indicates otherwise. Complete descriptions of the tenns and conditions of the Series 2001 Bonds are
set forth in the Resolution, a summary of which is attached to this Official Statement as Appendix D. The description
of the Series 2001 Bonds, the documents authorizing and securing the same, and the information from various reports
and statements contained herein are not comprehensive or definitive. 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.
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 area with a small amount oflight industry and commercial. The City currently has a land area of
14.6 square miles and a 2000 population of approximately 31,088. The City operates according to a
0R372943;3
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
Commissions results in a tie.
THE ASSESSED AREA
Pursuant to the authority granted the City Commission in City Ordinance No. 98-704 (the "Ordinance") to
define Assessment Areas within the incorporated areas of the City, the City Commission pursuant to Resolution
No. 99-884 created the Tuscawilla Improvement Area (the "Assessed Area") as an Assessed Area under the Ordinance.
The Assessed Area includes all property within the City located within the Tuscawilla Planned Unit Development. (a
total of 4.507 parcels for 1999)
PURPOSE OF THE SERIES 2001 BONDS
The Series 2001 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and
Resolution No. . of the City adopted by the City Commission on ,2001 as supplemented
(collectively the "Resolution") to (i) acquire and construct various capital projects within the Assessed Area and
(ii) finance the costs of issuance of the Series 2001 Bonds including the municipal bond insurance premium and the
Reserve Fund surety bond premium. See "THE PROJECT," and "ESTIMATED SOURCES AND USES OF FUNDS"
herein.
THE PROJECT
The City has entered into a contract with Cathcart Contracting Company to construct the Project for
$[1,823,000]. The Project includes masonry wall entry features, landscaping and irrigation and related improvements
at various locations within the Assessed Area. The City has expended approximately $400,000 of its on funds for design,
planning and legal costs associated with the Project.
DESCRIPTION OF THE SERIES 2001 BONDS
General Description
The Series 2001 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 2001
Bonds. The Series 2001 Bonds will be available to purchasers in denominations of$5,000 of integral multiples thereof.
Interest on the Series 2001 Bonds is payable on October 1,2001 and on each April 1 and October 1 thereafter until
maturity or redemption. Amounts due on the Series 2001 Bonds will be paid to Cede & Co., as nominee for DTC, as
registered owner of the Series 2001 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the
Beneficial Owners of the Series 2001 Bonds. See "DESCRIPTION OF THE SERIES 2001 BONDS" herein.
Book-Entry-Only System
The information set forth under this caption concerning DTC and DTC's book-entry system has been
obtained from sources the City believes to be reliable, but the City takes no responsibility for the accuracy
thereof.
The Series 2001 Bonds will be issued as fully registered bonds without coupons. The Depository Trust
Company ("DTC"), New York, New York, will act as securities depository for the Series 2001 Bonds. The Series 2001
Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee).
One fully registered Series 2001 Bond will be issued for each maturity of the Series 2001 Bonds. Individual purchases
0R372943;3
2
will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof. Beneficial
owners of the Series 2001 Bonds will not receive physical delivery of Series 2001 Bonds.
DTC is a limited purpose trust company organized under the New Yark 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 a "clearing agency" registered pursuant to the
provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. 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 Direct 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 Series 2001 Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Series 2001 Bonds on DTC's records. The ownership interest of each actual purchaser of
each Series 2001 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participant's records.
Beneficial Owners will not receive written confirmation from DTC of their transaction, but Beneficial Owners are
expected to receive written confirmation providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2001 Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interest in Series 2001 Bonds, except in the event that use of the book-entry system for the Series 2001 Bonds'
is discontinued.
To facilitate subsequent transfers, all Series 2001 Bonds deposited by Participants with DTC are registered in
the name ofDTC's partnership nominee, Cede & Co. The deposit of Series 2001 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 2001 Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts
such Series 2001 Bonds are credited, which mayor may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct 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.
Neither DTC nor Cede & Co. will consent or vote with respect to Series 2001 Bonds. Under its usual
procedures, DTC will mail an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy
assigns Cede & CO.'s consenting or voting rights to those Direct Participants to whose accounts in the Series 2001 Bonds
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2001 Bonds will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on such payment date. Payments by 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 and interest to DTC is the responsibility of the City or the Paying
Agent, disbursement of such payments to Direct Participants shall be the responsibility ofDTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
0R372943;3
3
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2001 BONDS, AS NOMINEE
OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE SERIES 2001 BOND OR REGISTERED OWNERS
OF THE SERIES 2001 BONDS SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2001 BONDS.
The City shall provide for issuance of Series 2001 Bonds (the "Replacement Certificates") directly to owners
of Series 2001 Bonds other than DTC, or its nominee, but only in the event that (i) DTC detennines not to continue to
act as securities depository for the Series 2001 Bonds; or (ii) the City has advised DTC of its determination that DTC
is incapable of discharging its duties as a securities depository of immobilized securities; or (iii) the City has determined
in its sole discretion not to continue the book-entry system of transfer. Upon the occurrence of (i), (ii) or (iii) above, the
City may attempt to locate another qualified securities depository. If the City does not locate another qualified securities
depository to replace DTC, the City shall have authenticated and delivered Replacement Certificates. In the event the
City makes the determination to issue Replacement Certificates, and has made provision to notify the Beneficial Owners
of Series 200 I Bonds by mailing an appropriate notice to DTC, it shall issue Replacement Certificates at the address of
such owner as it appears in the registration books maintained by the Registrar and principal on the Series 2001 Bonds
will be payable when due upon presentation and surrender of such Series 2001 Bonds at the office of the Paying Agent.
Interest payable on any Series 2001 Bond on any Interest Date will (except for the final payment of interest which shall
be paid only upon presentation and surrender of the Series 2001 Bonds at the office of the Paying Agent) be paid by
check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business
on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such
'Interest Date, or by wire transfer to owners of $1,000,000 or more is principal amount of Series 2001 Bonds.
Replacement Certificates will be transferable only by presentation and surrender to the Registrar, together with an
assignment duly executed by the owner of the Replacement Certificate, or by his attorney or legal representative, in form
satisfactory to the Registrar and subject to the other conditions set forth in the Resolution.
The City can make no assurances that DTC will distribute payments of principal of, redemption price, if any,
or interest on the Series 2001 Bonds to the DTC Participants, or that DTC Participants will distribute payments of
principal of, redemption price, if any, or interest on the Series 2001 Bonds or redemption notice (referred to below) to
the Beneficial Owners of such Series 2001 Bonds or that they will do so on a timely basis, or that DTC or any of its
Participants will act in a manner described in this Official Statement. The City is not responsible or liable for the failure
ofDTC to make any payment to any DTC Participant or failure of any DTC Participant to give any notice or make any
payment to a Beneficial Owner in respect to the Series 2001 Bonds or any error or delay relating thereto.
In the event of an insolvency of DTC, or if DTC has insufficient securities to satisfy the claims of the DTC
Participants with respect to deposited securities, DTC Participants may not be able to obtain all of their deposited
securities.
The rights of holders of beneficial interests in the Series 2001 Bonds and the manner of transferring or pledging
those interests is subject to applicable state law. Holders of beneficial interests in the Series 2001 Bonds may want to
discuss the manner of transferring or pledging their interest in the Series 200 I Bonds with their legal advisors.
Redemption Provisions
Optional Redemption of Series 2001 Bonds
The Series 2001 Bonds maturing on or prior to 1, _, are not redeemable prior to their
respective maturities. The Series 2001 Bonds maturing on or after 1, _, are subject to optional
redemption prior to their maturities on or after 1, _, at the option of the City in whole or in part at any
time, in such manner as shall be detennined by the City and by lot within a maturity ifless than a full maturity from any
legally available monies at a redemption price (expressed as a percentage of the principal amount to be redeemed) as
set forth in the following table, together with accrued interest to the redemption date.
0R372943;3
4
Period During Which Redeemed
(Both Dates Inclusive)
Redemption Price
I, _ through 30,_
1, and thereafter
101%
100%
Mandatory Redemption of Series 2001 Bonds
The Series 2001 Bonds maturing on 1, _ are subject to mandatory redemption in part prior to
maturity by lot on 1, _ and on each I 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
Principal Amount
Extraordinary Mandatory Redemption afSeries 2001 Bonds
The Series 2001Bonds are subject to extraordinary mandatory redemption in whole or in part on any interest
payment date and if in part in inverse order of maturity ata redemption price equal to the principal amount thereof and
accrued intended to the date of redemption as a result of deposits to the Prepayment Account.
Notice of Redemption
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Registrar,
and mailed, first class mail, postage prepaid, to all Owners of Series 2001 Bonds to be redeemed at their addresses as
they appear on the registration books, but failure to mail such notice to one or more Owners of Series 2001 Bonds shall
not affect the validity of the proceedings for such redemption with respect to Owners of Series 2001 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, ifless than all of the Series 2001 Bonds of one maturity are to be called, the distinctive numbers of such Series 2001
Bonds to be redeemed and in the case of Series 200 I Bonds to be redeemed in part only, the portion of the principal
amount thereof to be redeemed. .
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 Bond Service Fund to pay the redemption price of the Series 2001 Bonds
to be redeemed.
Official notice of redemption having been given as aforesaid, the Series 200 I Bonds or portions of Series' 200 1
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 2001
Bonds or portions of Series 2001 Bonds shall cease"to bear interest. Upon surrender of such Series 2001 Bonds for
redemption in accordance with said notice, such Series 200 I 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 provided in the Resolution for payment
of interest. Upon surrender for any partial redemption of any Series 2001 Bond, there shall be prepared for the Owner
a new Series 2001 Bond or Series 2001 Bonds of the same maturity in the amount of the unpaid principal of such
partially redeemed Series 2001 Bond. All Series 2001 Bonds which have been redeemed shall be canceled and destroyed
by the Registrar and shall not be reissued.
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5
In addition to the foregoing notice, further notice shall be given by the City as set out below, but no defect in
said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is given as above prescribed.
a. Each further notice of redemption given hereunder shall contain the information required
above for an official notice ofredemption plus (i) the CUSIP numbers of all Series 2001 Bonds being redeemed; (ii) the
date of issue of the Series 2001 Bonds as originally issued; (iii) the rate of interest borne by each Series 2001 Bond being
redeemed; (iv) the maturity date of each Series 2001 Bond being redeemed; and (v) any other descriptive information
needed to identify accurately the Series 2001 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 overnight 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 2001 Bonds consist and to
one or more national information services that disseminates notices of redemption of obligations such as the Series 2001
Bonds.
SECURITY FOR THE SERIES 2001 BONDS
General
The Series 2001 Bonds are payable solely from and secured by a prior lien upon and pledge of the Pledged
Revenues. Pledged Revenues include the Assessments, the Half-Cent Sales Tax and until applied in accordance with
the provisions of the Resolution, the proceeds of the Bonds and all moneys including investments, in the funds and
accounts established hereunder, except the Rebate Fund.
The Series 2001 Bonds do not constitute a general obligation or indebtedness of the. City within the meaning
of any constitutional, statutory or charter provision or limitation, and no holder of the Series 2001 Bonds shall ever 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 the Series 2001 Bonds or the making of any bond
service fund, reserve fund qr the payments provided for in the Resolution. The Bonds and the indebtedness evidenced
thereby do not constitute a lien on any other property of or in the City, but shall constitute a lien only on the Pledged
Revenues all in the manner provided in the Resolution.
The Assessments
Pursuant to City Resolution 887, the Assessments including interest thereon are levied and imposed on all Tax
Parcels within the Assessed Area at an annual rate of $42.18 per ERU for 30 years. In City Resolution No. 99-884,
the City assigned 1 ERU to each single family residential parcel, 0.6 ERU to each multi-family residential parcel, 1 ERU
per 2,025 square feet of building areas to nonresidential parcels with a minimum of 1 ERU allocated to each such parcel,
1 ERU to each vacant parcel and 0 ERU's to public use parcels. The Assessment becomes a lien equal in rank and
dignity with the liens of all state, county, district or municipal taxes and other non-ad valorem assessments and except
as otherwise provided by law superior to all other liens, title and claims until paid, against the assessed parcels each year
after adoption by the City Commission of the Annual Local Improvement Assessment Resolution. The City Collected
the Assessments for tax year 1999 based on the following parcel classifications; 4.096 single family, 98 multifamily, 16
non residential parcels; and 297 vacant parcels. The City elected not to levy the Assessments for tax year 2000.
Collection of Assessments
The Assessments are a species of non-ad valorem assessments which are imposed and levied against the land
subject thereto upon the basis of a special and peculiar benefit to such land determined to result from the
implementation of the Project. Non-ad valorem assessments are not based on millage and are not taxes, but can
become a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution.
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The City has covenanted to collect the Assessments pursuant to Sections 197.3632 and 197.3635, Florida
Statutes (the "Uniform Method"), or any successor statute authorizing the collection of non-ad valorem assessments
on the same bill as ad valorem taxes and any applicable regulations thereunder.
Under the Uniform Method the tax collector is to list on the collection roll for each of the relevant tax years the
Assessments encumbering the benefitted parcels and will include on the tax notice issued pursuant to Section 197.3635,
Florida Statutes, the dollar amount of such Assessments. Assessments collected pursuant to the Uniform Method become
due and payable on November 1 of the year when assessed or as soon thereafter as the certified tax roll is prepared by
the property appraiser and constitute a lien upon the land from January 1 of such year until paid or barred by operation
of law. Assessments collected pursuant to the Uniform Method become delinquent on April 1 following the year in
which they are assessed or immediately after sixty (60) days have expired from the mailing of the unpaid tax notice,
whichever is later.
All county, municipal, school and special district taxes, special assessments and voter-approved ad valorem
taxes levied to pay principal of and interest on bonds, collected pursuant to the Uniform Method, including the
Assessments, are payable at one time. If a taxpayer does not make complete payment, he or she cannot designate specific
line items on his or her tax bill as deemed paid in full. In such cases, the tax collector does not accept such partial
payment and the partial payment is returned to the taxpayer.
If assessments or taxes collected pursuant to the Uniform Method are paid during November or during the
following three months, the taxpayer is granted a variable discount equal to 4% ifpaid in November and decreasing one
percentage point per month to 1% in February. All unpaid taxes including the Assessments collected pursuant to the
Uniform Method become delinquent on April 1 of the year following assessment, and the Tax Collector is required to
collect taxes and non-ad valorem special assessments prior to April 1 and after that date to institute statutory procedures
upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers may result in a delay
throughout this process.
The collection of delinquent Assessments under the Uniform Method is, in essence, based upon the sale by the
Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the City for the payment of the
Assessment due. The demand for such certificates is in turn dependent upon various factors, which include the interest
that can be earned by ownership of such certificates and the value of the land that is the subject of such certificates and
which may be subject to sale at the demand of the certificate holder. Therefore, the underlying value of any land within
the Assessed Area encumbered by a delinquent Assessment may affect the demand for such certificates and the successful
collection of the Assessments to be collected pursuant to the Uniform Method.
In the event ofa delinquency in the payment of taxes and assessments on real property to be collected pursuant
to the Uniform Method, the tax collector is required to attempt to sell tax certificates on such property to the person who
pays the delinquent taxes and assessments and interest and certain costs and charges relating thereto, and who accepts
the lowest interest rate per annum to be borne by the certificates (bidden down from a statutory starting point and
maximum of 18%). Delinquent taxes and assessments may be paid by a taxpayer prior to the date of sale of a tax
certificate by the payment of such taxes and assessments, together with interest and all costs and charges relating thereto.
Tax certificates are sold by public bid. Ifthere are no bidders at the public sale of tax certificates, the certificate is issued
to the county in which the assessed lands are located, at the maximum rate of interest allowed (currently 18%). The tax
collector does not collect any money if tax certificates are issued to the county. Proceeds from the sale of tax certificates
are required to be used to pay taxes and non-ad valorem special assessments (including the Assessments), interest, and
costs and charges on the real property described in the certificate.
County-held certificates may be purchased and any tax certificate may be redeemed, in whole or in part, by any
person at any time before a tax deed is issued or the property is placed on the list of lands available for sale, at a price
equal to the face amount of the certificate or portion thereof together with all interest (at a rate not less than 5% unless
the certificate bore interest at zero percent), costs, charges, and omitted taxes due. The proceeds of such a redemption
are paid to the tax collector who transmits to the holder of the certificate such proceeds less service charges, and the
certificate is c;anceled. Any holder, other than the county, of a tax certificate that has not been redeemed has seven years
from the date of issuance ofthe tax certificate during which to act against the land that is the subject of the tax certificate.
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After an initial period ending two years from April I of the year of issuance of a certificate, during which period
actions against the land are held in' abeyance to allow for sales and redemptions of tax certificates and before the
expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject
land. The applicant is required to pay the tax collector at the time of application all amounts required to redeem or
purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and
interest on such, and current taxes, if due. If the county holds a tax certificate on property valued at $5,000 or more and
has not succeeded in selling it, the county must apply for a tax deed two years after April I of the year of issuance. The
county pays costs and fees to the tax collector but not any amount to redeem any outstanding certificates covering the
land. Thereafter, the property is advertised for public sale.
In any such public sale, the private holder of a tax certificate who is seeking a tax deed for non-homestead
property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the
cost of sale, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax
deed, plus interest thereon at the rate of 1.5% per month for the period running from the month after the date of the
application for the deed through the month of sale and costs for the serving of the statutory notice. In the case of
homestead property, the bid is also deemed to include an amount equal to one-half of the latest assessed value of the
homestead. If there are no higher bids, the certificate holder receives title to the land and the amounts paid for the
certificate and in applying for a tax deed are credited towards the purchase price. If there are other bids, the holder may
enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem
the tax certificate, and all other amounts paid by such person in applying for a tax deed, are forwarded to the holder
thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy
governmental liens against the land and then to the former title holder of the property (less service charges), lienholders
of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other persons
to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may
appear.
Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest,
restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property
subject to a tax deed would be extinguished.
If there are n01bidders at the public sale, the county may, at any time within ninety (90) days. from the date of
offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid.
After ninety (90) days have passed, any person or governmental unit may purchase the land by paying the amount of the
opening bid. Three years from the date of offering for public sale, unsold lands escheat to the county in which they are
located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the
governing body of the county.
Enforcement of the obligation to pay Assessments and the ability to foreclose the lien created by the failure to
pay Assessments, or the ability of the tax collector to sell tax certificates and ultimately tax deeds, may not be readily
available or may be limited as such enforcement is dependent upon judicial actions which are often subject to discretion
and delay.
Half-Cent Sales Tax
Pursuant to Chapter 212, Part 1, Florida Statutes, as amended, the State is authorized to levy and collect a sales
tax of 6 % on, among other things, the sales price of each item or article of tangible personal property sold at retail in
the State subject to certain exceptions and dealer allowances as elsewhere set forth in Chapter 212, Florida Statutes, as
amended. Chapter 218, Part VI, Florida Statutes provides that the amount to be deposited in the Local Government
Half-Cent Sales Tax Clearing Trust Fund in the State Treasury (the "Trust Fund") is based on a fixed percentage of sales
tax revenues collected pursuant to Chapter 212, Part I, Florida Statutes, as amended. Pursuant to such statute, after
making certain prior distributions, such fixed percentage is currently 9.653 % of the amount remitted by sales tax dealers
located within a participating county.
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The deposits in the Trust Fund are eannarked for distribution to governmental units (municipalities and the
county) of the county in which the sales tax was collected. This amount eannarked for distribution to the governments
within any county is referred to herein as the "local government half-cent sales tax".
Chapter 218, Part VI, Florida Statutes, as amended, permits the local governments to pledge their share of the
half-cent sales tax proceeds for the payment of principal and interest on indebtedness incurred to finance any capital
project.
The half-cent sales tax proceeds collected within Seminole County is distributed to the City by the State in
accordance with the following formula:
City Share
(percentage of total half-cent
sales tax proceeds)
City Population
total county + 2/3 of incorporated
population area population
Pursuant to Section 218.23, Florida Statutes, as amended, to be eligible to receive half-cent sales tax proceeds,
the County must have:
(i) reported its fmances for its most recently completed fiscal year to the State Department of
Banking and Finance;
(ii) made provision for annual postaudits of its fmancial accounts in accordance with provisions
of law;
(iii) levied, as shown on its most recent fmancial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special millage authorized by the voters, to produce the
revenue equivalent of a millage rate of three-mills on the dollar based on the 1973 taxable
values. as certified by the property appraiser or, in order to produce revenues equivalent to
that which would otherwise be produced by such three-mill ad valorem tax, to have collected
an occupational license tax or a utility tax, levied an ad valorem tax, or received revenue
from any combination of these sources;
(iv) certified compliance with certain qualifications and minimum salary standards for law
enforcement officers; certified compliance with certain qualification standards for
firefighters;
(v) certified compliance with certain qualification standards for firefighters;
(vi) certified that each dependent special district that is budgeted separately from the general
budget of the local governing authority has met the provisions for annual post audit of its
financial accounts in accordance with the provisions of law; and
(vii) satisfied certain millage levy requirements outlined in Section 200.065, Florida Statues, as
amended.
Although Chapter 218, Part VI, Florida Statutes, as amended, does not impose any limitation on the
number of years during which the City can receive distribution of the half-cent sales tax proceeds form the Trust
Fund, there may be future amendments to Chapter 218, Part VI, Florida Statutes, as amended, in subsequent
years imposing additional requirements of eligibility for cities participating in distributions of half-cent sales
tax proceeds.
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9
Failure by the City to comply with the requirements listed above would result in loss of the half-cent
sales tax proceeds for twelve months following a "determination of noncompliance" by the State Department
of Revenue.
The Half-Cent Sales Tax received by the City during its last five fiscal years as well as the City's
estimated Half-Cent Sales Tax for its current fiscal year are set forth below;
Half-Cent
Sales Tax
1996
$1,316,186
1997
$1,451,056
1998
$1,611,623
1999
$1,729,755
2000
$1,908,108
2001(1)
$2,028,885
(I)
Estimated by the City Finance Department.
Source: City Finance Department
Reserve Fund
The Resolution provides for the establishment and maintenance of a Reserve Fund and provides that
on the date of issuance of the Series 2001 Bonds the City shall deposit to the Reserve Fund the Surety Bond
in an amount equal to the Reserve Requirement. Pursuant to the Resolution the "Reserve Requirement" is
defined as the lesser of (i) the Maximum Bond Service Requirement for the Series 2001 Bonds, (i) 125% of
the Average Annual Bond Service Requirement for the Series 2001 Bonds, or (ii) 10% of the proceeds of the
Series 2001 Bonds.
Amounts on deposit in the Reserve Fund shall be applied in accordance with the provisions of the
Resolution solely for the purpose of the payment of maturing principal of, amortization, investments, and
interest on the Outstanding Series 2001 Bonds when the moneys in the Bond Service Fund are insufficient
therefor and for no other purpose.
Reserve Fund Surety Bond
[TO BE PROVIDED]
Flow of Funds
Pursuant to the Resolution, all Assessments are upon receipt thereof by the City to be deposited in the
Revenue Fund.
All revenues in the Revenue Fund are to be disposed of at least two (2) business days prior to each
April 1 and October 1 commencing October 1, 2001 (each being an "Interest Payment Date") only in the
following manner and the following order or priority:
(1) The City shall first deposit into the Bond Service Fund and credit to the following
accounts, in the following order (except that payments in the Principal Account and the Redemption Account
shall be on a parity with each other), the following identified sums:
(a) Interest Account: A portion of the Assessments which shall represent
interest on the Assessments as will be sufficient to pay all interest coming due on all outstanding Series 2001
Bonds on the next Interest Payment Date, together with any fees and charges of the Paying Agent and Registrar
therefor. Moneys in the Interest Account may be used only for the purposes set forth in this paragraph (a).
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10
(b) Principal Account: A portion of the Assessments which shall be allocable
to the principal of the Assessments as wiII be sufficient to pay the principal amount of the Outstanding Series
200 I Bonds which will mature and become due on the next maturity date: Moneys in the Principal Account may
be used only for the purposes set forth in this paragraph.
(c) Redemption Account: Such sum as will be sufficient to pay any
Amortization Installment established for the mandatory redemption of Outstanding Series 2001 Bonds on the
next Amortization Installment date. The moneys in the Redemption Account shall be used solely for the
purchase or redemption of the Series 2001 Tem1 Bonds payable therefrom. The City may at any time purchase
any of said Series 2001 Term Bonds at prices not greater than the then redemption price of said Series 2001
Term Bonds. If the Series 2001 Term Bonds are not then redeemable prior to maturity, the City may purchase
said Series 200 I Term Bonds at prices not greater than the redemption price of such Series 200 I Term Bonds
on the next ensuing redemption date. If Series 2001 Term Bonds are so purchased by the City, the City shall
credit the amount of such purchased Series 2001 Term'Bonds against any current Amortization Installment to
be paid by the City. If the City shall purchase or call for redemption in any year Series 2001 Term Bonds in
excess of the Amortization Installment requirement for such year, such excess of Series 2001 Term Bonds so
purchased or redeemed shall be credited in such manner and at such times as the City shall determine. Moneys
in the Redemption Account in the Bond Service Fund may be used only for the purposes set forth in this
paragraph (c).
(2) The City shall next deposit from moneys remaining in the Revenue Fund an amount
required by the provisions of the Resolution to be deposited into the Reserve Fund. Any withdrawals from the
Reserve Fund shall be subsequently restored from the first moneys available in the Revenue Fund, after all
current applications and allocations to the Bond Service Fund, including all deficiencies for prior payments
have been made in full. Notwithstanding the foregoing, in case of withdrawal from the Reserve Fund, in no
event shall the City be required to deposit mto the Reserve Fund an amount greater than that amount necessary
to ensure that the difference between the Reserve Requirement and the amounts on deposit in the Reserve Fund
on the date of calculation shall be restored not later than twelve (12) months after the date of such deficiency
(assuming equal monthly payments into such account for such twelve (12) month period).
(3) (a) Prepayment Principal as received shall be deposited into the Prepayment
Account and applied to the extraordinary mandatory redemption of Series 2001 Bonds on the next interest
payment date as provided for in the Series 2001 Bonds. See "DESCRIPTION OF THE SERIES 2001
BONDS - REDEMPTION PROVISIONS - EXTRAORDINARY MANDATORY REDEMPTION" herein.
(b) Delinquent Assessment Principal shall first be applied to restore the amount
of any withdrawal, from the Reserve Fund to pay the principal of Series 2001 Bj)nds to the extent that less than
the Reserve Requirement is on deposit in the Reserve Fund, and the balance, if any, shall be deposited into the
Principal Account.
(c) Delinquent Assessment Interest shall first be applied to restore the amount
of any withdrawal from the Reserve Fund to pay the interest on Series 2001 Bonds to the extent that less than
the Reserve Requirement is on deposit in such Reserve Fund, and the balance, if any, deposited into the Interest
Account.
(4) The balance of any moneys remaining in the Revenue Fund after the above required
payments have been made may be used for any lawful purpose; provided, however, that none of said money
shall be used for any purposes other than those 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 this Resolution.
(5) The City shall deposit the first One Hundred and Sixty Thousand Dollars
($160,000.00) of Half-Cent Sales Tax received by the City in each Fiscal Year into the Sales Tax Fund
promptly upon receipt thereof. The moneys in the Sales Tax Fund shall be deposited or credited on or before
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one (l) business day prior to each Interest Payment Date in the following manner and in the following order
of priority:
(a) In any month in which there shall not be sufficient revenues available in
the Revenue Fund to make any deposits as required in (1) and (2) above, the City shall transfer from the Sales
Tax Fund the required amounts needed to make the above stated payments, including any deficiencies for prior
payments.
(b) Thereafter, on or after May I of each year, but only after any depositions
required by Paragraph (a) above have been duly made, including any deficiencies for prior payments, any
moneys remaining in said Sales Tax Fund may be used by the City for any lawful purpose.
Investments
Moneys in any fund or account created under the Resolution (with the exception of the Reserve Fund)
may be invested and reinvested in Permitted Investments which mature not later than the dates on which the
moneys on deposit therein will be needed for the purpose of such fund. Moneys in the Reserve Fund may be
invested and reinvested in Permitted Investments maturing not later than five (5) years from the date of initial
deposit to the Reserve Fund. Such Permitted Investments shall be valued by the Paying Agent as frequently as
deemed necessary by the Bond Insurer, but not less often than annually, at the market value thereof, exclusive
of accrued interest. Deficiencies in any fund or account resulting from a decline in market value shall be
restored no later than the succeeding valuation date. 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 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.
NO ADDITIONAL PARITY OBLIGATIONS
The City has covenanted in the Resolution not to issue or incur any obligations payable from the
Pledged Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance
or other charge upon such -Pledged Revenues except for fees, commissions, costs, and other charges payable
to the property appraiser or to the tax collector pursuant to Florida law which may be a charge against the
Assessment.
MUNICIPAL BOND INSURANCE
[To Be Provided]
DEBT SERVICE REQUIREMENTS
The following table shows the scheduled annual principal and interest requirements on the Series 2001
Bonds and total annual debt service on the Series 2001 Bonds.
Series 2001 Bonds
Aggregate Series
2001 Bonds
Debt Service
Year
Ending
( 1)
2001
2002
2003
2004
Principal Interest
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12
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
TOTAL
* Includes accrued interest of $
on the Series 2001 Bonds.
Sources of Funds:
ESTIMATED SOURCES AND USES OF FUNDS
Series 2001 Bond Proceeds
Less Original Issue Discount
Other Available Moneys(l)
Accrued Interest
Total Estimated Sources of Funds
Uses of Funds
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Deposit of Accrued Interest to Interest Account
Deposit to Construction Fund
Underwriter's Discount
Cost of Issuance(2)
Total Estimated Uses of Funds
$
($
$
$
.--.J
$
$
$
$
$
(1) Assessments and prepayment of Assessments received by the City in tax year 1999.
13
(2) Includes costs of issuance, and other fees and expenses including the municipal bond insurance
premium and Reserve Fund Surety Bond premium associated with the issuance of the Series 2001 Bonds.
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series
2001 Bonds or questioning or affecting the validity of the Series 2001 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 maIU1er questions the right of the City to issue the Series 200 I
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 2001 Bonds and the issuance thereofby the
City are subject to the approving opinion of Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Bond
Counsel. Copies of such opinion will be available at the time of the delivery of the Series 2001 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 delivery. 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 expresses any opinion concerning any of the matters referenced in
the opinion. Certain legal matters will be passed upon for the City by Anthony A. Garganese of Brown, Ward,
Salzman & Weiss, P.A., City Attorney, Orlando, Florida and by Akerman, Senterfitt & Eidson, P.A., Disclosure
Counsel.
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 200 I Bonds 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 200 I Bonds to be included in gross income for federal income tax purposes retroactive
to the date of issue of the Series 2001 Bonds. Those requirements include, but are not limited to, provisions
which prescribe yield and other limits within which the proceeds of the Series 200 I 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 200 I 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 200 I Bonds with certain requirements of the
0R372943;3
14
Code regarding the use, expenditures and investment of Series 2001 Bond proceeds and the timely payment of
certain investment earnings to the Treasury of the United States may cause interest on the Series 2001 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 2001 Bonds. In rendering its opinion, Bond
Counsel has assumed continuing compliance with such covenants.
The opinion on federal tax matters will be based on and will assume the accuracy of certain
representations and certifications and compliance with certain covenants of the City to be contained in the .
transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series
2001 Bonds are and will remain obligations the interest on which is excluded from gross income for federal
income tax purposes. Bond Counsel will not independently verify the accuracy of the certifications and
representations made by the City.
Prospective purchasers of the Series 2001 Bonds should be aware that ownership of the Series 2001
Bonds may result in other federal tax consequences to certain taxpayers.
In the opinion of Bond Counsel, the Series 200 I Bonds are exempt from all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes.
Interest on the Series 2001 Bonds may be subject to state or local income taxation under applicable
state or local laws in other jurisdictions. Purchasers of the Series 2001 Bonds should consult their tax advisors
as to the income tax status of interest on the Series 2001 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 2001 Bonds. In some cases these proposals have contained provisions that altered these
consequences on a retroactive basis. Such alteration offederal tax consequences may have affected the market
value of obligations similar in nature to the Series 2001 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 2001 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 2001 Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance
of the Series 2001 Bonds may affect the tax status of interest on the Series 2001 Bonds. Moreover, except as
stated above, Bond Counsel expresses no opinion regarding federal or state tax consequences arising with
respect to the Series 2001 Bonds. Prospective purchasers of the Series 2001 Bonds are advised to consult their
own tax advisors as to the applicability of other federal or state tax consequences.
[Assuming the City can rectify certain representations and findings made by the City in the Resolution
upon the issuance of the Series 200 I Bonds, the Series 2001 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 meaning 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 2001 Bonds.]
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT
Under the Code, the difference between the maturity amounts of the Series 2001 Bonds maturing in
the years _, _, _, _, _'and years _ through _ (the "Discount Bonds"), 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 Discount Bonds of the same
maturity was sold is "original issue discount." Original issue discount will accrue over the term of such
Discount Bonds on a compounded basis. A purchaser who acquires such Discount Bonds in the initial offering
0R372943;3
15
at a price equal to the initial offering price thereofto 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 Discount Bonds, and will increase his or her adjusted basis in such
Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on
the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase,
ownership and sale or other disposition of such Discount Bonds which are not purchased in the initial offering
at the initial offering price may be determined according to rules which differ from those above. Owners of
such Discount 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 Discount Bonds and with
respect to the state and local tax consequences of owning and disposing of such Discount Bonds.
VALIDATION
On January 28,2000, a Final Judgment Denying Complaint for Validation was entered by the Circuit
Court ofthe Eighteenth Judicial Circuit in and for Seminole County, Florida. The Supreme Court of the State
of Florida reversed the Circuit Court judgment and remanded the cause to the Circuit Court for further
validation proceedings consistent with their order. The Circuit Court entered a fmal order consistent with the
Supreme Court order.
CONCURRENT FINANCING
The City intends to issue at approximately at the same time that it issues the Bonds its Water and
Sewer Refunding Revenue Bonds, Series 200 I. Such bonds are payable solely from the Net Revenues of the
City's Water and Sewer System and have no lien on the Pledged Revenues.
UNDERWRITING
The Underwriters shown on the cover page hereofhave agreed, subject to certain conditions precedent
to purchase the Series 2001 Bonds at a price of$ ($ original par amount,
less underwriters' discount of $ and less 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 200 I Bonds. The public offering prices of the Series 2001
Bonds may be changed from time to time by the Underwriters, and the Underwriters may allow a concession
from the public offering prices to certain dealers. None of the Series 2001 Bonds will be delivered by the City
to the Underwriters unless all of the Series 2001 Bonds are so delivered.
FINANCIAL ADVISOR
Public Financial Management, Inc., Orlando, Florida, has served as financial advisor to the City in
connection with the issuance of the Series 2001 Bonds.
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/or 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 the 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,
0R372943;3
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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 IBCA, Inc., have assigned ratings of"_" and "_,"
respectively, to the Series 2001 Bonds, with the understanding that, upon delivery of the Series 2001 Bonds a
municipal bond insurance policy will be issued by Financial Guaranty. 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 & 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. 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 2001 Bonds.
FINANCIAL STATEMENTS
The City's general purpose financial statements for its fiscal year ended September 30,2000 appearing
in Appendix "B" 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 200 I Bondholders and in order to assist
the Underwriters in complying with the continuing disclosure requirements of Securities and Exchange
Commission Rule 15c2-12 (the "Rule"), to provide certain [mancial information and operating data relating to
the City and the Series 200 I Bonds in each year (the "Annual Report"), and to provide notices of the occurrence
of certain enumerated events, if material. Such undertaking shall only apply so long as the Series 2001 Bonds
remain outstanding under the Resolution. The Annual Report and audited financial statements wilI be filed
annually by the City pursuant to the undertaking with each Nationally Recognized Municipal Securities
Information Repository ("NRMSIRs") described in the Continuing Disclosure Certificate (Appendix G hereto),
as well as any state information repository 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 G.
With respect to the Series 2001 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 City
failed to timely provide its Annual Report due March 31,2000 which it had agreed to provide in connection
with the issuance of its Improvement Refunding Revenue Bonds, Series 1999. The City has now provided such
Annual Report to the NRMSIRs.
CERT AIN RELATIONSHIPS
We call to your attention that the law firm of Akerman, Senterfitt & Eidson, P.A. is serving as bond
counsel and disclosure counsel to the City in connection with the issuance of the Series 2001 Bonds.
0R372943;3
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DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act")
required that the City make a full and fair disclosure of any bonds or other debt obligations that it has issued
or guaranteed 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 be a reasonable investor in the Series 2001 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 2001 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 2001 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 2001 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 offact, 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 2001 Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor to be
construed as a representation by the City or the Underwriters. 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 fact.
CERTIFICATE AS TO OFFICIAL STATEMENT
The execution and delivery ofthis Official Statement has been duly authorized by the City Commission
of the City. At the time of delivery of the Series 2001 Bonds to the Underwriters, the City will provide to the
0R372943;3
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Underwriters 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 [mal official statement in the judgment of the undersil,rned
for the purposes of SEC Rule l5c2-l2(b )(3).
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
By:
City Manager
0R372943;3
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APPENDIX A
General Information Concerning the City
0R372943;3
APPENDIX B
City of Winter Springs, Florida General Purpose
Financial Statements for the Year Ended September 30, 2000
0R372943;3
APPENDIX C
Specimen Municipal Bond Insurance Policy
0R372943;3
APPENDIX D
Summary of the Resolution
0R372943;3
APPENDIX E
Form of Proposed Bond Counsel's Opinion
0R372943;3
APPENDIX F
Form of Continuing Disclosure Certificate
0R372943;3
.e
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MUNICIPAL BOND DEBT SERVICE RESERVE
INSURANCE COMMITMENT
Issuer:
City of Winter Springs, Florida
Date of Commitment: AprilS, 2001
Bonds Insured:
Special Assessment Revenue Bonds, Series 2001
Premium:
$5,000
Expiration Date:
Friday, June 8, 2001
Policy Limit:
A dollar amount equal to the Debt Service Reserve Requirement, as specified under the Resolution
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), a stock insurance company, hereby commits to
issue its Municipal Bond Debt Service Reserve Insurance Policy (the "Reserve Policy"), in the form attached hereto
as Exhibit A, relating to the above-described debt obligations (the "Bonds"), subject to the terms and conditions
contained herein or added hereto. All terms used herein and not otherwise defined shall have the meanings
ascribed to them in the document setting forth the security for and authorizing the issuance of the Bonds (the
~'Resolution").
To keep this Commitment in effect after the Expiration Date set forth above, a request for renewal must be submitted
to Financial Security prior to such expiration date. Financial Security reserves the right to refuse wholly or in part to
grant a renewal. To keep the Commitment in effect to the Expiration Date set forth above, Financial Security must
receive a duplicate of this Commitment executed by an appropriate officer of the Issuer by the date which is ten days
from the date of this Commitment.
THE RESERVE POLICY SHALL BE ISSUED UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
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.
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 (including, without limitation, the security for the
Bonds) or the financing documents or the Official Statement (or any similar disclosure documents) to be
executed and delivered in connection with the issuance and sale of the Bonds from the descriptions or forms
thereof approved by Financial Security.
4. Financial Security shall be provided with:
(a) A letter from Akerman, Senterfitt & Eidson, P.A. ("Bond Counsel") addressed to Financial Security to
the effect that Financial Security may rely on the approving opinion(s) of Bond Counsel as if such opinion(s)
were addressed to Financial Security.
(b) An opinion(s) of Bond Counsel, addressed to and in form and substance satisfactory to Financial
Security, as to the (i) due authorization, validity and enforceability of the authorizing document, the Insurance
Agreement and the document which incorporates the requirements set forth in Paragraph 5 hereof and (ii) the
perlection of the security interests created thereunder.
Page 1 of 3
(c) Evidence of wire transfer in federal funds' in an amount equal to the insurance premium, unless
alternative arrangements for the payment of such amount acceptable to Financial Security have been. made
prior to the delivery date of the Reserve Policy.
5. The Resolution shall include the following terms and conditions and shall be in form and substance
acceptable to Financial Security: LI J,,, .,,~ /l.
(a) The Issuer shall repay any draws under the Reserve Policy and pay all re ted reasonable expenses
incurred by Financial Security. Interest shall accrue and be payable on such dr s and expenses from the
date of payment by Financial Security at the Late Payment Rate. " s the lesser of
(a) the greater of (i) the per annum rate of interest, publicly announced from tj e to time by The Chase
Manhattan Bank at its principal office in the City of New York, as its prime or base I ding rate ("Prime Rate")
(any change in such Prime Rate to be effective on the date such change is an unced by The Chase
Manhattan Bank) plus 3%, and (ii) the then applicable highest rate of interest on t e Bonds and (b) the
maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment
Rate shall be computed on the basis of the actual number of days elapsed over a year of 365 days. In the
event The Chase Manhattan Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the
publicly announced prime or base lending rate of such national bank as Financial Security shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate
(collectively, "Policy Costs.) shall commence in the first month following each draw, and each such monthly
payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to Financial Security shall be credited first to interest due, then
to the expenses due and then to principal due. As and to the extent that payments are made to Financial
Security on account of principal due, the coverage under the Reserve Policy will be increased by a like
amount, subject to the terms of the Reserve Policy.
All cash and investments in the debt service reserve fund established for the Bonds (the "Reserve
Fund") shall be transferred to the debt service fund for payment of debt service on Bonds before any drawing
may be made on the Reserve Policy or any other credit facility credited to the Reserve Fund in lieu of cash
("Credit Facility"). Payment of any Policy Costs shall be made prior to replenishment of any such cash
amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage
shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after
. applying all available cash and investments in the Reserve Fund. Payment of Policy Costs and
reimbursement of amounts with respect to other Credit Facilities shall be made on a pro-rata basis prior to
replenishment of any cash drawn from the Reserve Fund.
(b) If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of Paragraph 5(a)
hereof, Financial Security shall be entitled to exercise any and all legal and equitable remedies available to it,
including those provided under the Resolution other than (i) acceleration of the maturity of the Bonds or (ii)
remedies which would adversely affect owners of the Bonds.
- (c) The Resolution shall not be discharged until all Policy Costs owing to Financial Security shall have
been paid in full. The Issuer's obligation to pay such amounts shall expressly survive payment in full of the
Bonds.
(d) In order to secure the Issuer's payment obligations with respect to the Policy Costs there shall be
granted and periected in favor of Financial Security a security interest (subordinate only to that of the owners
of the Bonds) in all revenues and collateral pledged as security for the Bonds.
- (e) The additional bonds test and the rate covenant in the Resolution shall expressly provide for at least
one times coverage of the Policy Costs then due and owing.
Page 2 of 3
L:\LEGAL \MUNIS\ST A TES\FL\43231_D.doc
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MUNICIPAL BOND INSURANCE COMMITMENT
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security" or "FSA") hereby commits to issue its Municipal Bond
Insurance Policy (the "Policy") relating to whole maturities of the debt obligations described in Exhibit A attached here!o (the
"Bonds"), subject to the terms and conditions set forth in this Commitment, of which Commitment Exhibit A is an integrated
part, or added hereto (the "Commitment"). To keep this Commitment in effect after the Expiration Date set forth in Exhibit A
attached hereto, a request for renewal must be submitted to Financial Security prior to such Expiration Date. Financial
Security 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:
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. '
2. No event shall occur which would permit any underwriter or purchaser of the Bonds, otherwise required, not to be
required to underwrite or purchase the Bonds on the date scheduled for the issuance and delivery thereof ("Closing Date").
3. There shall be no material change in or affecting the Bonds (including, without limitation, the security for the
Bonds) or the financing documents or the Official Statement (or any similar disclosure documents) to be executed and
delivered in connection with the issuance and sale of the Bonds from the descriptions or forms thereof approved by
Financial Security.
4. The Bonds shall contain no reference to Financial Security, the Policy or the insurance evidenced thereby except
as may be appro~ed by Financial Security. BOND PROOFS SHALL HAVE BEEN APPROVED BY FINANCIAL SECURITY
PRIOR TO PRINTING. The Bonds shall bear a Statement of Insurance in the form provided by Financial Security.
5. Financial Security shall be provided with:
(a) Executed copies of all financing documents, any disclosure document (the "Official Statement") and the
various legal opinions delivered in connection with the issuance and sale of the Bonds (which shall be dated the Closing
Date and which, except for the opinions of counsel relating to the adequacy of disclosure, shall be addressed to Financial
Security or accompanied by a letter of such counsel permitting Financial Security to rely on such opinion as if such opinion
were addressed to Financial Security), including, without limitation, the approving opinion of bond counsel. Each of the
foregoing shall be in form and substance acceptable to Financial Security. Copies of all drafts of such documents prepared
subsequent to the date of the Commitment (blacklined to reflect all revisions from previouslv reviewed drafts) shall be
furnished to Financial Security for review and approval. Final drafts of such documents shall be provided to Financial
Security at least three (3) business days prior to the issuance of the Policy, unless Financial Security shall agree to some
shorter period.
(b) Evidence of wire transfer in federal funds of an amount equal to the insurance premium, unless alternative
arrangements for the payment of such amount acceptable to Financial Security have been made prior to the delivery date of
the Bonds.
(c) Standard & Poor's Ratings Services, Moody's Investors Service Inc. and Fitch IBCA, Inc. will separately
present bills for their respective fees relating to the Bonds. Payment of such bills should be made directly to such rating
agency. Payment of the rating fee is not a condition to release of the Policy by Financial Security.
6. Promptly after the closing of the Bonds, Financial Security shall receive three completed sets of executed
documents (one original and either (i) two photocopies (each unbound) or (ii) three compact discs).
7. The Official Statement shall contain the language provided by Financial Security and only such other references to
Financial Security or otherwise as Financial Security shall supply or approve. FINANCIAL SECURITY SHALL BE
PROVIDED WITH SIX PRINTED COPIES OF THE OFFICIAL STATEMENT.
EXHIBIT A
MUNICIPAL BOND INSURANCE COMMITMENT
TERM SHEET
Issuer:
City of Winter Springs, Florida
Principal Amount of Bonds Insured:
Not to Exceed $2,260,000
Name of Bonds Insured:
Special Assessment Revenue Bonds, Series 2001
Date of Commitment:
April 5, 2001
Expiration Date: Friday, June 8, 2001"
Premium:
.32% of total debt service on the Bonds Insured
Additional Conditions:
1. The amortization schedule for, and final matu!ity date of, the Bonds shall be acceptable to
Financial Security.
2ul1?:,
2.
Any investment of funds in the Sales Tax Fund shall be invested (i) only in Permitted Investments
and (ii) in investments that mature prior to any principal and interest payment date.
3. See attached Exhibits B-D.
Terms used in this Commitment and not otherwise defined shall have the meanings ascribed to them in the
document authorizing the issuance of and setting forth the terms for the Bonds described above (the "Resolution").
FINANCIAL SECURITY ASSURANCE INC.
~'- JL
Authorized Officer
"To keep the Commitment in effect to the Expiration Date set forth above, Financial Security must receive a
duplicate of this Exhibit A executed by an appropriate officer by the earlier of the date on which the Official
Statement containing disclosure language about Financial Security is circulated and ten days from the date o~ this
Commitment.
The undersigned agrees that if the Bonds are insured by a policy of municipal bond insurance, such insurance shall
be provided by Financial Security in accordance with the terms of the Commitment.
CITY OF WINTER SPRINGS, FLORIDA
Authorized Officer
L:\LEGAL\MUNIS\ST ATES\FL\42987 _N.doc
RESOLUTION NO. 2001-11
A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA
AMENDING AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 895
OF THE CITY BY AUTHORIZING THE ISSUANCE BY THE CITY OF NOT
EXCEEDING $2,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001 (TUSCA WILLA
IMPROVEMENT AREA), TO FINANCE A PART OF THE COST OF
CONSTRUCTING RIGHTS-OF- WAY, SUBDIVISION WALLS AND
SUBDIVISION ENTRANCEW A YS WITHIN THE TUSCA WILLA LIGHTING
AND BEA UTIFICA TION DISTRICT, TO PURCHASE A SURETY BOND FOR
DEPOSIT TO THE RESERVE FUND AND TO PAY THE COSTS OF
ISSUANCE OF THE BONDS; PLEDGING TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE BONDS, CERTAIN PLEDGED
REVENUES INCLUDING THE PROCEEDS OF THE NON-AD VALOREM
SPECIAL ASSESSMENTS LEVIED BY THE CITY AGAINST PROPERTY
WITH SUCH ASSESSMENT AREA SPECIALLY BENEFITTED BY SUCH
PROJECT AND THE FIRST ONE HUNDRED AND SIXTY THOUSAND
DOLLARS ($160,000.00) OF HALF-CENT SALES TAX RECEIVED BY THE
CITY IN EACH FISCAL YEAR OF THE CITY; DELEGATING TO THE CITY
MANAGER SUBJECT TO COMPlIANCE WITH THE APPLICABLE
PROVISION HEREOF, THE AUTHORITY,TOAW ARD THE SALE OF SUCH
BONDS BY EXECUTING AND DELIVERING TO THE UNDERWRITERS OF
SUCH BONDS A BOND PURCHASE CONTRACT; ACCEPTING THE
COMMITMENT OF FINANCIAL SECURITY ASSURANCE INC. FOR THE
ISSUANCE OF A BOND INSURANCE POLICY FOR SUCH BONDS; AND
THE COMMITMENT OF FINANCIAL SECURITY ASSURANCE INC. FOR
THE ISSUANCE OF A SURETY BOND FOR DEPOSIT TO THE RESERVE
FUND FOR SUCH BONDS; APPROVING FORM OF SAID BONDS;
APPROVING THE FORM OF AND AUTHORIZING THE DISSEMINATION
OF THE PRELIMINARY OFFICIAL STATEMENT AND A UTHORIZING THE
EXECUTION AND DELIVERY OF THE FINAL OFFICIAL STATEMENT;
AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF CITY OF
WINTER SPRINGS, FLORIDA TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID
BONDS; DESIGNATING THE BONDS AS BANK QUALIFIED; APPOINTING
THE PAYING AGENT AND REGISTRAR FOR THE BONDS; APPROVING A
BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE
HOLDERS OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE.
/
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER
SPRINGS, FLORIDA:
0R373052;6
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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,
and other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined
in this Resolution shall have the meanings specified in this section. Words importing singular
number shall include the plural number in each case and vice v.ersa, and words importing persons
shall include firms and corporations.
"Acquired Obligations" shall mean and include any of the following securities, if and to
the extent the same are at the time legal for investment of funds of the Issuer:
(i) any bonds or other obligations which as to principal and interest constitute
direct obligations of, or are unconditionally guaranteed by, the United States of America,
including obligations of any Federal agency or corporation which has been or may hereafter be
created pursuant to an act of Congress as an agency or instrumentality of the United States of
America to the extent unconditionally guaranteed by the United States of America or any other
evidences of an ownership interest in obligations or in specified portions thereof (which may
consist of specified portions of the interest thereon) of the character described in this clause (i)
held by a bank or trust company as custodian, under which the owner of the investment is the real
party in interest and has the right to proceed directly and individually against the obligor on the
obligations described in this clause (i), and which underlying obligations are not available to
satisfy any claim of the custodian or any person claiming through the custodian or to whom the
custodian may be obligated; and
(ii) any bonds or other obligations of (a) the State of Florida or any
governmental unit thereof or (b) any other state of the United States or governmental unit thereof,
the interest on which is excluded from gross income for federal income tax purposes and which
are rated at such time in the then highest rating category of two or more nationally recognized
municipal rating agencies; and
(iii) any bonds or other obligations of any state of the United States of America
or of any agency, instrumentality or local governmental unit of any such state (a) which are not
callable at the option of the obligor prior to maturity or as to which irrevocable notice has been
given by the obligor to call such bonds or obligations on the date specified in the notice, (b) which
are fully secured as to principal and interest and redemption premium, if any, by a fund consisting
only of cash or bonds or other obligations of the character described in clause (i) hereof which
fund may be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and
(c) as to which the principal of and interest on the bonds and obligations of the character described
in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such
fund is sufficient to pay principal of and interest and redemption premium, if any, on the bonds
0R373052;6
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or other obligations described in this clause (iii) on the maturity date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of
this clause (iii), as appropriate.
"Amortization Installment" shall mean an amount designated as such by supplemental
resolution of the Issuer and established with respect to any Term Bonds.
"Assessment Area" shall mean that area within the City designated as the Tuscawilla
Improvement Area pursuant to City Resolution No. 99-884 as amended and supplemented.
"Assessments" shall mean the proceeds to be derived from the special assessments imposed
and levied by the City for the payment of the Project Cost of Local Improvements (as defined in
City Ordinance 98-704) against the property within the Tuscawilla Improvement Area to be
specially benefited by the construction of the Project, including interest on such Assessments and
any penalties thereon and moneys received upon the foreclosure of the liens of any such
Assessments, but excluding moneys recovered for the expense of collecting Assessments.
"A verage Annual Bond Service Requirement" shall mean, the total amount of Bond Service
Requirement which is to become due on all Bonds deemed to be Outstanding immediately after
the issuance of the Bonds divided 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 amount of principal coming due on the fmal 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.
"Bond Counsel" shall mean Akerman, Senterfitt & Eidson, P.A. or any other attorney at
law or firm of attorneys of nationally recognized standing in matters pertaining to the exclusion
from gross income for federal income tax purposes of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any state of
the United States of America.
"Bond Insurance Policy," shall mean the municipal bond insurance policy issued by the
Bond Insurer that guarantees the scheduled payment of principal of, and interest on, the Bonds
when due.
"Bond Insurer," with respect to the Bonds, shall mean Financial Security Assurance Inc.,
a New York stock insurance company or any successor thereto or assignee thereof.
"Bond Service Requirement" shall mean, for any Bond Year, the amount of principal of
or Amortization Installments and interest due on the Bonds for such Bond Year.
"Bond Year" shall mean the Fiscal Year of the Issuer.
OR373052;6
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"Bonds" shall mean the Special Assessment Revenue Bonds, Series 2001 (TuscawilIa
Improvement Area) herein authorized to be issued herein.
"City Attorney" shall mean the City Attorney of the Issuer.
"City Manager" shall mean the City Manager of the Issuer.
"Clerk" shall mean the City Clerk of the Issuer.
"Construction Fund" shall mean the Construction Fund created and established pursuant
to Section 16 of this Resolution.
"Continuing Disclosure Certificate" shall mean that certain certificate related to the Bonds
to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the underwriter or
underwriters, as it may be amended from time to time in accordance with the terms thereof,
whereby the Issuer undertakes to comply with the secondary disclosure requirements of the Rule.
"Delinquent Assessment Interest" shall mean the interest portion of the Assessments
deposited with the Issuer after the date on which such interest portion of the Assessments has
become due and payable.
"Delinquent Assessment Principal" shall mean the principal portion of the Assessments
deposited with the Issuer after the date on which such principal portion of the Assessments has
become due and payable.
"Finance Director". shall mean the Finance Director of the Issuer.
"Fiscal Year" shall mean the period commencing on October 1 of each year and ending on
the next succeeding September 30 or such other annual period as may be prescribed by law from
time to time for the Issuer.
"Half-Cent Sales Tax" shall mean the proceeds of the local government half-cent sales tax
distributed to the City from the Local Government Half-Cent Sales Tax Clearing Trust Fund as
defined and described in Part VI, Chapter 218, Florida Statutes, as amended.
"Holder of Bonds " or "Bondholders" or any similar term shall mean any persons who shall
be the registered owner of any outstanding Bonds.
"Issuer" or "City" shall mean the City of Winter Springs, Florida.
"Maximum Bond Service Requirement" shall mean, as of any particular date of calculation,
the greatest amount of aggregate Bond Service Requirement for the then current or any future
Bond Year, except that with respect to any Bonds for which Amortization Installments have been
established, the amount of principal coming due on the final maturity date with respect to such
0R373052;6
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Bonds shall be reduced by the aggregate principal amount of such Bonds that are to be redeemed
from Amortization Installments which were to be made in prior Bond Years.
"Outstanding" or "Bonds Outstanding" shall mean all Bonds which have been issued
pursuant to this Resolution, except:
(i) Bonds canceled after purchase in the open market or because of payment at
or redemption prior to maturity;
(ii) Bonds for the payment or redemption of which cash funds or Acquired
Obligations or any combination thereof shall have been theretofore irrevocably set aside in a
special account with an escrow agent (whether upon or prior to the maturity or redemption date
of any such Bonds) in an amount which, together with earnings on such Acquired Obligations, will
be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier
redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice
of such redemption shall have been given according to the requirements of this Resolution or
irrevocable instructions directing the timely publication of such notice and directing the payment
of the principal of and interest on all such Bonds at such redemption dates shall have been given;
and
(iii) Bonds which are deemed paid pursuant to this Resolution or in lieu of which
other Bonds have been issued under Sections 11 and 13 hereof.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
supplemental resolution and its successors or assigns, and any other Person which may at any time
be substituted in its place pursuant to a supplemental resolution.
"Permitted Investments" shall mean any of the following which shall be authorized from
time to time by applicable laws of the State of Florida for deposit or purchase by the Issuer for the
investment of its funds:
1. (a) Direct obligations (other than an obligation subject to variation in principal
repayment) of the United States of America ("United States Treasury Obligations"), (b) obligations
fully and unconditionally guaranteed as to timely payment of principal and interest by the United
States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of
principal and interest by any agency or instrumentality of the United States of America, or (d)
evidences of ownership of proportionate interests in future interest and principal payments on
obligations described above held by a bank or trust company as custodian, under which the owner
of the investment is the real party in interest and has the right to proceed directly and individually
against the obligor and the underlying goverrunent obligations are not available to any person
claiming through the custodian or to whom the custodian I1)ay be obligated.
2.
Federal Housing Administration debentures.
0R373052;6
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3. The following obligations of goverrunent-sponsored agencies:
Federal Home Loan Mortgage Corporation (FHLMC) partIcIpation
certificates (excluded are stripped mortgage securities which are purchased at prices exceeding
their principal amounts) and senior debt obligations
Farm Credit Banks (formerly: Federal Land Banks, Federal Intermediate
Credit Banks and Banks for Cooperatives) Consolidated system-wide bonds and notes
Federal Home Loan Banks (FHL Banks) consolidated debt obligations
Federal National Mortgage Association (FNMA) senior debt obligations and
mortgage-backed securities (excluded are stripped mortgage securities which are purchased at
prices exceeding their principal amounts)
Student Loan Marketing Association (SLMA) senior debt obligations
(excluded are securities that do not have a fixed par value and/or whose terms do not promise a
fixed dollar amount at maturity or call date)
Financing Corporation (FICO) debt obligations
Resolution Funding Corporation (REFCORP) debt obligations
4. Unsecured certificates of deposit, time deposits, and bankers' acceptances (having
maturities of not more than 30 days) of any bank the short-term obligations of which are rated "A-
I or better by S&P.
5. Deposits the aggregate amount of which are fully insured by the Federal Deposit
Insurance Corporation (FDIC), in banks which have capital and surplus of at least $5 million.
6. Commercial paper (having original maturities of not more than 270 days) rated "A-
I +" by S&P and "Prime-I" by Moody's.
7. Money market funds rated "AAm" or "AAm-G" by S&P, or better.
8. "State Obligations," which means:
A. Direct general obligations of any state of the United States of American or
any subdivision or agency thereof to which' is pledged the full faith and credit of a state the
unsecured general obligation debt of which is rated" A3" by Moody's and" A" by S&P, or better,
or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose
unsecured general obligation debt is so rated.
OR373052;6
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B. Direct general short-term obligations of any state agency or subdivision or
agency thereof described in (A) above and rated "A-I+" by S&P and "MIG-l" by Moody's.
C. Special Revenue Bonds (as defined in the United States Bankruptcy Code)
of any state, state agency or subdivision described in (A) above and rated" AA" or better by S&P
and "Aa" or better by Moody's.
9. Pre-refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's
meeting the following requirements ("Pre-refunded Obligations"):
A. the municipal obligations are (I) not subject to redemption prior to maturity
or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning
their call and redemption and the issuer of the municipal obligations has covenanted not to redeem
such municipal obligations other than as set forth in such instructions;
B. the municipal obligations are secured by cash or United States Treasury
Obligations which may be applied only to payment of the principal of, interest and premium on
such municipal obligations;
C. the principal of an interest on the United states Treasury Obligations (plus
any cash in the escrow) has,been verified by the report of independent certified public accountants
to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due
on the municipal obligations ("Verification ");
D. the cash or United States Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal
obligations;
E. no substitution of a United States Treasury Obligation shall be permitted
except with another United States Treasury Obligation and upon delivery of a new Verification;
and
F. the cash or United States Treasury Obligations are not available to satisfy
any other claims, including those by or against the trustee or escrow agent.
10. Repurchase agreements:
With (I) any domestic bank, or domestic branch of a foreign bank, the long term debt of
which is rated at least "A" by S&P and Moody's; or (2) any broker-dealer with "retain customers"
or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the
provider) of which has, long-term debt rated at least "A" by S&P and Moody's, which broker-
dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any
other entity rated "A" or better by S&P and Moody's and acceptable to the Insurer, provided that:
OR373052;6
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A. The market value of the collateral is maintained at levels and upon such
conditions as would be acceptable to S&P and Moody's to maintain an "A" rating in an "A" rated
structured financing (with a market value approach):
B. The Paying Agent or a third party acting solely as agent therefor or for the
Issuer (the "Holder of the Collateral ") has possession of the collateral or the collateral has been
transferred to the Holder of the collateral in accordance with applicable state and federal laws
(other than by means of entries on the transferor's books);
C. The repurchase agreement shall state and an opinion of counsel shall be
rendered at that time such collateral is delivered that the Holder of the Collateral has a perfected
first priority security interest in the collateral, any substituted collateral and all proceeds thereof
(in the case of bearer securities, this means the Holder of the Collateral is in possession);
D. All other requirements of S&P in respect of repurchase agreements, shall be
met.
E. The repurchase agreement shall provide that if during its term the
provider;'s rating by either Moody's or S&P is withdrawn or suspended or falls below "A-" by
S&P or "A3" by Moody's, as appropriate, the provider must, at the direction of the Issuer or the
Paying Agent (who shall give such direction if so directed by the Insurer), within 10 days of
receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty
or premium to the Issuer or Paying Agent.
Notwithstanding the above, if a repurchase agreement has a term of270 days or less
(with no evergreen provision), collateral levels need not be as specified in (A) above, so long as
such collateral levels are 103 % or better and the provider is rated at least "A" by S&P and
Moody's, respectively.
11. Investment agreements with a domestic or foreign bank or corporation (other than
a life or property casualty insurance company) the long-term debt of which, or, in the case of a
guaranteed corporation the long-term debt, or, in the case of a mono line financial guaranty
insurance company, claims paying ability, of the guarantor is rated at least "AA" by SP an "Aa"
by Moody's; provided that, by the terms of the investment agreement:
A. interest payments are to be made to the Paying Agent at times and in
amounts as necessary to pay debt service (or, if the investment agreement is for the construction
fund, construction draws) on the Bonds;
B. the invested funds are available for withdrawal without penalty or premium,
at any time upon not more than seven days' prior notice; the Issuer and the Paying Agent hereby
agree to give or cause to be given notice in accordance with the terms of the investment agreement
so as to receive funds thereunder with no penalty or premium paid;
0R373052;6
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C. the investment agreement shall state that is the unconditional and general
obligation of, and is not subordinated to any other obligation of, the provider thereof or, if the
provider is a bank, the agreement or the opinion of counsel shall state that the obligations of the
provider to make payments thereunder ranks pari passu with the obligations of the provider to its
other depositors and its other unsecured and unsubordinated creditors;
D. the Issuer or the Paying Agent receives the opinion of domestic counsel
(which opinion shall be addressed to the Issuer and the Insurer) that such investment agreement
is legal, valid, binding and enforceable upon the provider in accordance with its terms and of
foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Insurer;
E. The investment agreement shall provide that if during its term
(i) the provider's rating by either S&P ro Moody's falls below "AA-"
or "Aa3", respectively, the provider shall, at its option, withing 10 days of receipt of publication
of such downgrade, either (i) collateralize the investment agreement by delivering or transferring
in accordance with applicable state and federal laws (other than by means of entries on the
provider's books) to the Issuer, the Paying Agent or a third party acting solely as agent therefor
(the "Holder of the Collateral ") collateral free and clear of any third-party liens or claims their
market value of which collateral is maintained at levels and upon such conditions as would be
acceptable to S& P and Moody's to maintain an "A" rating in an "A" rated structured financing
(with a market value approach); or (ii) repay the principal of an accrued but unpaid interest on the
investment; and
(ii) the provider's rating by either S&P or Moody's is withdrawn or
suspended or falls below "A-" or "A3", respectively, the provider must, at the direction of the
Issuer or Paying Agent (who shall give such direction if so directed by the applicable Insurer),
within I 0 days of receipt of such direction, repay the principal of and accrued but unpaid interest
on the investment, in either case with no penalty or premium to the Issuer or Paying Agent; and
F. The investment agreement shall state and an opinion of counsel shall be
rendered, in the event collateral is required to be pledged by the provider under the terms of the
investment agreement, at the time such collateral is delivered, that the Holder of the Collateral has
a perfected first priority security interest in the collateral, any substituted collateral and all
proceeds thereof (in the case of bearer securities, this means the holder of the collateral is in
possession); and
G. The investment agreement must provide that if during its term
(i) the provider shall default in its payment obligations, the provider's
obligations under the investment agreement shall, at the direction of the Issuer or the Paying Agent
(who shall give such direction if so directed by the Issuer), be accelerated and amounts invested
and accrued but unpaid interest thereon shall be repaid to the Issuer or Paying Agent, as
appropriate, and
0R373052;6
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(ii) the provider shall become insolvent, not pay its debts as they become
due, be declared or petition to be declared bankrupt, etc. ("event of insolvency"), the provider's
obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest
thereon shall be repaid to the Issuer or Paying Agent, as appropriate.
12. Units of Participation in the Local Goverrunent Surplus Funds Trust Fund
established pursuant to Part IV, Chapter 218, Florida Statutes.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Revenues" shall mean the Assessments, the Half-Cent Sales Tax and until applied
in accordance with the provisions of this Resolution, the proceeds of the Bonds and all moneys
including investments, in the funds and accounts established hereunder, except the Rebate Fund.
"Prepayment Principal" shall mean the excess amount of the principal portion of the
Assessments received by the Issuer over the principal portion of the Assessments then due, but
shall not include Delinquent Assessment Principal.
"Project" shall mean those certain capital projects to be made within the Assessment Area,
all or more particularly described in the plans and specifications on file or to be on file with the
City as the same may be amended or supplemented from time to time,
"Project Costs" shall mean all costs authorized to be paid from the Construction Fund
pursuant to Section 18 hereof to the extent permitted under the laws of the State. It is intended that
this definition be broadly construed to encompass all costs, expenses and liabilities of the Issuer
related to the Project which on the date of this Resolution or in the future shall be permitted to be
funded with the proceeds of the Bonds pursuant to the laws of the State.
"Rebate Fund" shall mean the Rebate Fund created pursuant to Section 24 of this
Resolution.
"Redemption Price" shall mean with respect to any Bond or portion thereof, the principal
amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof
pursuant to such Bond or this Resolution.
"Registrar" shall mean any registrar for the Bonds appointed hereby or pursuant to
supplemental resolution and its successors and assigns, and any other Person which may at any
time be substituted in its place pursuant to a supplemental resolution.
"Reserve Fund" shall mean the Reserve Fund created and established pursuant to Section
16 of this Resolution.
0R373052;6
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"Reserve Requirement" shall be the lesser of (i) the Maximum Bond Service Requirement,
(ii) 125 % of the Average Annual Bond Service Requirement or (iii) ten percent (10 %) of the
proceeds of the Bonds.
"Resolution" shall mean this resolution as from time to time may be amended or
supplemented, in accordance with the terms hereof.
"Rule" shall mean Rule 15c2-I2 of the United States Securities and Exchange Commission,
as amended.
"Serial Bonds" shall mean all ofthe Bonds other than Term Bonds, as shall be determined
by supplemental resolution of the Issuer.
"State" shall mean the State of Florida.
"Surety Bond" shall mean the surety bond issued by the Bond Insurer guaranteeing certain
payments into the Reserve Fund as provided therein and subject to the limitations set forth therein. ,
"Term Bonds" shall mean the Bonds of a series, all of which shall be stated to mature on
one date, as shall be determined by supplemental resolution of the Issuer.
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
(A) It is in the best interests of the Issuer and the residents thereof that the Issuer
, authorize the issuance of the Bonds for the purpose of designing, permitting, acquiring and
constructing the Project.
(B) The Issuer has legally imposed the Assessments.
(C) The principal of and interest and redemption premium on the Bonds and all other
payments hereunder will be secured solely by the Pledged Revenues. The Issuer shall never be
required to use any ad valorem taxes for the payment of the Bonds. The Bonds shall not constitute
a pledge of the faith and credit of the Issuer, nor shall the Bondholders or the Bond Insurer have
any lien or encumbrance on the Project or upon any other property of the Issuer except the
Pledged Revenues.
(D)
The Pledged Revenues have not been pledged or encumbered in any manner.
OR373052;6
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SECTION 4. AUTHORIZATION OF DESIGN, PERMITTING, ACQUISITION AND
CONSTRUCTION OF THE PROJECT. There is hereby authorized the design, permitting,
acquisition and construction of the Project.
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration
of the purchase and acceptance of any or all of the 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 Owners from time to time of the Bonds and shall be a part of any
contract of bond insurance that pertains to the Bonds. The pledge made in this Resolution and the
provisions, covenants and agreements herein set forth to be performed by or on behalf of the
Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the
Bonds and for the benefit, protection and security of any Bond Insurer insuring the Bonds. All of,
the 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 Bonds over any other thereof except as
expressly provided in or pursuant to this Resolution.
SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions
hereof, obligations of the Issuer to be known as "Special Assessment Revenue Bonds, Series 2001
(Tuscawilla Improvement Area)," are authorized to be issued in the aggregate principal amount
of not exceeding $2,500,000.
SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered
form; shall be numbered consecutively from one upward in order of Maturity preceded' by the
letter "R" or such other lettering as the Issuer shall approve; shall be in the denomination of
$5,000 each, or integral multiples thereof; shall be dated, shall bear interest or yields at such rate
or rates or yields not exceeding the maximum rate allowed by State law, the actual rate or rates
or yields to be as set forth in the Bond Purchase Contract referred to in Section 33 hereof; such
interest to be payable semiannually at such times and such Bonds shalll!lature annually on such
date in such years and in such amounts and have such other terms all as set forth in the Bond
Purchase Contract referred to in Section 33 hereof.
Each 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 shall bear interest
from such interest payment date, or, unless authenticated prior to the first interest payment date,
iii 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 made, such Bond
shall bear interest from the date to which interest shall have been paid.
The principal of, the interest and redemption premium, if any, on the Bonds shall be
payable in any coin or currency of the United States of America which on the respective dates of
payment thereof is legal tender for the payment of public and private debts. The interest on the
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 provided for as the registered Owner thereof on
0R373052;6
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the 15th day of the calendar month immediately preceding the applicable interest payment date,
by check or draft mailed to such registered Owner at his address as it appears on such registration
books or by wire transfer to Owners of $1,000,000 or more in principal amount of the Bonds.
Payment of the principal of all Bonds shall be made upon the presentation and surrender of such
Bonds as the same shall become due and payable.
Notwithstanding any other provisions of this section, the Issuer may, at its option, prior
to the date of issuance of the Bonds, elect to use an immobilization system or book-entry system
with respect to issuance of such Bonds. Such election shall be conclusively evidenced by
execution by the proper officers of the Issuer of Bonds reflecting use of a bond-entry system. As
long as any Bonds are outstanding in book-entry form the provisions of this Resolution
inconsistent with such system of book-entry registration shall not be applicable to such Bonds.
SECTION 8. EXECUTION OF BONDS. The Bonds shall be signed by, or bear the
facsimile signature of the Mayor or Deputy Mayor of the Issuer, and shall be attested by, or bear
the facsimile signature of, the Clerk or any Deputy Clerk and a facsimile of the official seal of the
Issuer shall be imprinted on the Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Bonds shall cease to be such officer before the delivery of such 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 Bond may bear the facsimile signature of or may be signed by
such persons who, at the actual time of the execution of such Bond, shall be the proper officers
to sign such Bonds although, at the date of such Bond, such persons may not have been such
officers.
SECTION 9. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have
endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth,
duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security
under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such
certificate of authentication shall have been duly executed by the Registrar, and such certificate
of the Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Resolution. The Registrar's certificate of authentication on
any 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 of the Bonds that may be issued hereunder at anyone time.
SECTION 10. EXCHANGE OF BONDS. Any Bonds, upon surrender thereof at the
principal corporate trust office of the Registrar, together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be satisfactory to the
Registrar, may, at the option of the Owner, be exchanged for an aggregate principal amount of
Bonds equal to the principal amount of the Bond or Bonds so surrendered.
0R373052;6
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The Registrar shall make provision for the exchange of Bonds at the designated office of
the Registrar. The Issuer and Registrar shall not be obligated to make any exchange of Bonds
during the fifteen (IS) days next preceding an interest payment date or in the case of any proposed
redemption of Bonds during the fifteen (15) days next preceding the redemption date established
for such Bonds.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS.
The Registrar shall keep books for the registration of and for the registration of transfers of Bonds
as provided in this Resolution. The transfer of any Bonds may be registered only upon such books
and only upon surrender thereof to the Registrar together with an assigrunent duly executed by the
Owner or his attorney or legal representative 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 Bond, a new Bond or Bonds registered in the name of the
transferee, and in an aggregate principal amount equal to the principal amount of such Bond or
Bonds so surrendered. The Issuer and Registrar shall not be obligated to make any transfer of
Bonds during the fifteen (IS) days next preceding an interest payment date or in the case of any
proposed redemption of Bonds during the fifteen (15) days next preceding the redemption date
established for such Bonds.
In all cases in which Bonds shall be exchanged, the Issuer shall execute and the Registrar
shall authenticate and deliver, at the earliest practicable tiI1)e, a new Bond or Bonds in accordance
with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration
of transfer shall forthwith be canceled by the Registrar. The Issuer or the Registrar may make a
charge for every such exchange or registration of transfer of 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 Bonds under the provisions of this Resolution.
SECTION 12. OWNERSHIP OF BONDS. The Person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of or on account of the principal or redemption price of any such Bond, and the interest
on any such Bonds shall 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 Bond including the premium, if any, and interest thereon to the extent of the
sum or sums so paid.
SECTION 13. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. Incase any
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 Bond of like date and tenor
as the Bond so mutilated, destroyed, stolen or lost in exchange and substitution for such mutilated
Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the
Bond destroyed, stolen or lost, and upon the Owner furnishing the 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 prescribe and paying such expenses
0R373052;6
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as the Issuer and the Registrar may incur. All Bonds so surrendered shall be canceled by the
Issuer. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute
Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost,
stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to
equal and proportionate 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 Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to
redemption prior to their maturity, at such times and in such manner as shall be set forth in the
Bond Purchase Contract referred to in Section 33 hereof.
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail, postage prepaid, to all Owners of 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 Bonds shall not affect the validity of the
proceedings for such redemption with respect to Owners of 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 Bonds of one maturity are to be called, the distinctive
numbers of such Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the
portion of the principal amount to be redeemed.
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 Bond Service Fund to pay the
redemption price of the Bonds to be redeemed.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
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 Bonds or portions of Bonds shall cease to bear interest. Upon
surrender of such Bonds for redemption in accordance with said notice, such 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 partial
redemption of any Bond, there shall be prepared for the Owner a new Bond or Bonds of the same
maturity in the amount of the unpaid principal of such partially redeemed Bond. All Bonds which
have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Issuer as set out
below, but no defect in said further notice nor any failure to give all or any portion of such further
notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is
given as above prescribed.
0R373052;6
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(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 Bonds being
redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by
each Bond being redeemed: (iv) the maturity date of each Bond being redeemed; and (v) any other
descriptive information needed to identify accurately the 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 overnight 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 Bonds consist and to one or more national information services
that disseminates notices of redemption of obligations such as the Bonds.
SECTION 15. FORM OF BONDS. The text of the Bonds, together with the certificate
of authentication to be endorsed therein, shall be in substantially the following form, with such
omissions, insertions and variations as maybe necessary, desirable, authorized or permitted by this
Resolution, or as may be necessary to comply with applicable laws, rules and regulations of the
United States and of the State in effect upon the issuance thereof.
OR373052;6
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[FORM OF BOND]
No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001
(TUSCA WILLA IMPROVEMENT AREA)
MATURITY DATE:
INTEREST RATE:
DATED DATE:
,2001
CUSIP:
Registered Owner-:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer) for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity Date
identified above, upon the presentation and surrender hereof at the principal corporate trust office
of , Florida, solely 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 thereof 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 or draft transmitted to the Registered Owner at his address as it appears on the Bond
registration books of the Issuer as it appears on the 15th day of the calendar month preceding the
applicable interest payment date, interest on said Principal Amount at the Interest Rate per annum
identified above on each April 1 and October I commencing October 1,2001 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 I, 2001, in which event this Bond shall bear interest from
2001.
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 the manner required by the Resolution
described below.
0R373052;6
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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, and interest rate, issued to acquire, construct and erect certain capital projects within the
Tuscawilla Improvement Area (as described in Resolution No. 99-884 of the Issuer)located within
the jurisdiction of the Issuer, all 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 Issuer,
and Resolution No. _ duly adopted by the Issuer on , 2001 (hereinafter
collectively called the "Resolution") and is subject to all the terms and conditions of such
Resolution. All capitalized undefined terms used herein shall have the meaning set forth in the
Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge of the Pledged Revenues (as defined in the Resolution), all in the manner and to the extent
provided in the Resolution.
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 Bondowner 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 bond
service fund, reserve or other payments provided for in the'Resolution.
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 Pledged Revenues 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 subject liability or accountability by reason of the
issuance hereof.
It is certified that this Bond is authorized by and is issued In conformity 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 the
laws of the State of Florida but may be transferred by the Bondowner 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 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.
0R373052;6
18
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, unpressed, imprinted, lithographed or
reproduced hereon, all as of the _ day of , 2001.
(SEAL)
ATTESTED AND COUNTERSIGNED:
Clerk
0R373052;6
CITY OF WINTER SPRINGS, FLORIDA
Mayor
19
CERTIFICATE'OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned Resolution.
, Registrar, as
Date of Authentica'tion:
Authenticating Agent
By:
Authorized Officer
0R373052;6
20
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of transferee)
the attached bond ofthe City of Winter Springs, Florida, and does 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.
Date
Signature Guaranteed by
(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"
assigrunent 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 Tra~sferee is
supplied.
By:
Title:
(END OF FORM OF BOND]
0R373052;6
21
SECTION 16. CREATION OF FUNDS. There are hereby created and established for the
, Bonds the following funds and accounts, which funds and accounts shall be trust funds held by the
City for the purposes herein provided and used only in the manner herein provided:
(A) The "City of Winter Springs Special Assessment Revenue Fund" (hereinafter
sometimes called the "Revenue Fund ") to be held by the Issuer and to the credit of which deposits
shall be made as required by Section 20(A) hereof.
(B) The "City of Winter Springs Special Assessment Bond Service Fund" (hereinafter
sometimes called the "Bond Service Fund ") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 20(B)(1) hereof. In such fund there shall be
maintained the following accounts: the Principal Account, the Interest Account, the Redemption
Account and the Prepayment Account.
(C) The "City of Winter Springs Special Assessment Reserve Fund" (hereinafter
sometimes called the "Reserve Fund ") to be held by the Issuer and to the credit of which deposits
shall be made as required by Section 20(B)(1) hereof.
(D) The "City of Winter Springs Special Assessment Construction Fund" (hereinafter
sometimes called the "Construction Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 17 hereof.
(E) The City of Winter Springs Half-Cent Sales Tax Fund (the "Sales Tax Fund") to
be held by the Issuer and to the credit of which deposit shall be made as referenced by Section 20
(B) (5) hereof.
SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued
interest and premium, if any, received from the sale of the Bonds shall be applied by the Issuer
simultaneously with the delivery of such Bonds to the purchaser thereof, as follows:
(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 Bonds.
(B) The Issuer shall purchase from the Bond Insurer the Surety Bond in an amount
equal to the Reserve Requirement for the Bonds which shall be deposited in the Reserve Fund.
(C) The balance of the proceeds of the Bonds shall be deposited into the Construction
Fund hereby created and used solely for the purpose of paying Costs of the Project. Other than
costs of issuing and delivering the Bonds which shall be paid at the direction of the City Manager
of the Issuer or his designee, the Issuer shall make disbursements or payments from the
Construction Fund to pay the Costs of the Project only upon the filing in the office of the Clerk
of certificates signed by the Finance Director and the Project engineer or other qualified
consultant, stating with respect to each disbursement or payment to be made: (1) the item number
of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount
OR373052;6
22
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 Project and is a proper charge against
the Construction Fund and has not been the basis of any previous disbursement or payment, or that
each obligation, item of cost or expense mentioned therein is a reimbursement of a part of the Cost
of the 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 Issuer or otherwise been
the basis of any previous disbursement or payment and the Issuer is entitled to reimbursement
thereof.
The date of completion of the Project shall be determined by the Project engineer or other
qualified consultant who shall certify such fact in writing to the governing body of the Issuer.
Promptly after the date of the completion of the Project, and after paying or making provisions
for the payment of all unpaid items of the Cost of the Project, the Issuer shall deposit in the
following order of priority any balance of moneys remaining in the Construction Fund in
(1) another construction fund or account established in connection with projects for which there
are insufficient moneys present to pay the costs of such project, (2) the Reserve Fund created for
the benefit of the Bonds, to the extent of a deficiency therein and (3) such other fund or account
of the Issuer as shall be determined by the governing body, provided the Issuer has received an
opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion of
interest on the Bonds from gross income for federal income tax purposes.
SECTION 18. DISBURSEMENTS FROM CONSTRUCTION FUND. Moneys on deposit
from time to time in the Construction Fund shall be used to payor reimburse the following Project
Costs:
(A) Costs incurred directly or indirectly for or in connection with the Project including,
but not limited to, those for preliminary planning and studies, architectural, legal, financial,
engineering and supervisory services, labor, services, materials, equipment, acquisitions, land,
rights-of-way, improvements and installation;
(B) , Premiums attributable to all insurance required to be taken out and maintained
during the period of construction with respect to the Project, the premium on each surety bond,
if any, required with respect to work on such facilities, and taxes, assessments and other charges
hereof that may become payable during the period of construction with respect to such Project;
(C) Costs incurred directly or indirectly in seeking to enforce any remedy against a
contractor or subcontractor in respect of any default under. a contract relating to the Project or
costs incurred directly or indirectly in defending any claim by a contractor or subcontractor with
respect to the Project;
(D) Financial, legal, accounting, appraisals, title evidence and printing and engraving
fees, charges and expenses, and all other such fees, charges and expenses incurred in connection
with the authorization, sale, issuance and delivery of the Bonds;
0R373052;6
23
(E) Interest funded from Bond proceeds, if any, for a reasonable period of time, which
shall be deposited in the Construction Fund and shall be used to pay interest on the Bonds during
such period of time;
(F) Any other incidental and necessary costs including without limitation any expenses,
fees and charges relating to the acquisition, construction or installation of the Project, including
the cost of temporary employees of the Issuer retained to carry out duties in connection with the
acquisition, construction or erection of a Project;
(G) Costs incurred directly or indirectly in placing the Project in operation in order that
completion of such Project may occur;
(H) Any other costs authorized pursuant to a supplemental resolution of the Issuer and
permitted under the laws of the State; and
(1) Reimbursements to the Issuer in accordance with applicable law for any of the
above items theretofore paid by or on behalf of the Issuer.
SECTION 19. 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 Pledged Revenues as herein provided. No Holder or Holders 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, or to compel the Issuer to pay such
principal and interest from any other fun~s of the Issuer.
SECTION 20. COVENANTS OF THE ISSUER. For so long as any of the principal of
and interest on any of the 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 herein, the Issuer covenants with the Holders of any and all Bonds as follows:
, (A) REVENUE FUND. All Assessments (other than Delinquent Assessment Principal,
Delinquent Assessment Interest and Prepayment Principal) shall upon receipt thereof by the Issuer
be deposited in the Revenue Fund. All deposits into such Revenue Fund shall be deemed to be held
in trust for the purposes herein provided and used only for the purposes and in the manner herein
provided.
(B) DISPOSITION OF REVENUES. All revenues in the Revenue Fund shall be
disposed of at least two (2) business days prior to each April I and October I commencing
October I, 2001 (each being an "Interest Payment Date") only in the following manner and the
following order or priority:
0R373052;6
24
(1) The Issuer shall first deposit into the Bond Service Fund and credit to the
following accounts, in the following order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the following identified sums:
(a) Interest Account: A portion of the Assessments which shall represent
interest on the Assessments as will be sufficient to pay all interest coming due on all outstanding
Bonds on the next Interest Payment Date, together with any fees and charges of the Paying Agent
and Registrar therefor. Moneys in the Interest Account may be used only for the purposes set forth
in this paragraph (a).
(b) Principal Account: A portion of the Assessments which shall be
allocable to the principal of the Assessments as will be sufficient to pay the principal amount of
the Outstanding Bonds which will mature and become due on the next maturity date. Moneys in
the Principal Account may be used only for the purposes set forth in this paragraph.
(c) Redemption Account: Such sum as will be sufficient to pay any
Amortization Installment established for the mandatory redemption of Outstanding Bonds on the
next Amortization Installment date. The moneys in the Redemption Account shall be used solely
for the purchase or redemption of the Term Bonds payable therefrom. The Issuer may at any time
purchase any of said Term Bonds at prices not greater than the then redemption price of said Term
Bonds. If the Term Bonds are not then redeemable prior to maturity, the Issuer may purchase said
Term Bonds at prices not greater than the redemption price of such Term Bonds on the next
ensuing redemption date. If Term Bonds are so purchased by the Issuer, the Issuer shall credit the
amount of such purchased Term Bonds against any current Amortization Installment to be paid by
the Issuer. If the Issuer shall purchase or call for redemption in any year Term Bonds in excess
of the Amortization Installment requirement for such year, such excess of Term Bonds so
purchased or redeemed shall be credited in such manner and at such times as the Issuer shall
determine. Moneys in the Redemption Account in the Bond Service Fund may be used only for
the purposes set forth in this paragraph (c).
(2) The Issuer shall next deposit from moneys remaining in the Revenue Fund
an amount required by the provisions hereof to be deposited into the Reserve Fund. Any
withdrawals from the Reserve Fund shall be subsequently restored from the first moneys available
in the Revenue Fund, after all current applications and allocations to the Bond Service Fund,
including all deficiencies for prior payments have been made in full. Notwithstanding the
foregoing, in case of withdrawal from the Reserve Fund, in no event shall the Issuer be required
to deposit into the Reserve Fund an amount greater than that amount necessary to ensure that the
difference between the Reserve Requirement and the amounts on deposit in the Reserve Fund on
the date of calculation shall be restored not later than twelve (12) months after the date of such
deficiency (assuming equal monthly payments into such account for such twelve (12) month
period). The Issuer may provide that the difference between the amounts on deposit in the Reserve
Fund and the Reserve Requirement shall be an amount covered by obtaining a debt service reserve
municipal bond insurance policy issued by a reputable and recognized municipal bond insurer, by
a letter of credit rated in one of the two highest categories by a nationally recognized rating
OR373052;6
25
agency, by a surety bond acceptable to the Bond Insurer, or any combination thereof. Amounts
in the Reserve Fund shall be used only for the purpose of the payment of Amortization
Installments, principal of, and interest on the Outstanding Bonds when the moneys in the Bond
Service Fund are insufficient therefor, and for no other purpose.
In connection with the issuance of the Surety Bond for the Bonds (the "Reserve Policy"),
the Issuer agrees to repay any draws under such Reserve Policy and pay all related reasonable
expenses incurred by the Bond Insurer. Interest shall accrue and be payable on such draws and
expenses from the date of payment by the Bond Insurer at the Late Payment Rate, the lesser of
(a) the greater of (i) the per annum rate of interest, publicly announced from time to time by The
Chase Manhattan Bank at its principal office in the City of New York, as its prime or base lending
rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is
announced by The Chase Manhattan Bank) plus 3 %, and (ii) the then applicable highest rate of
interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws
limiting interest rates (the "Late Payment Rate"). The Late Payment Rate shall be computed on
the basis of the actual number of days elapsed over a year of 365 days. In the event The Chase
Manhattan Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly
announced prime or base lending rate of such national bank as the Bond Insurer shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment
Rate (collectively, "Policy Costs") shall commence in the first month following each draw, and
each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy
Costs related to such draw.
Cash and investments in the Reserve Account established for the Bonds shall be
transferred to the Bond Service Fund for payment of debt service on such Bonds before any
drawing may be made on the Reserve Policy or any other credit facility credited to the Reserve
Fund for the Bonds in lieu of cash ("Credit Facility"). Payment of any Policy Costs shall be made
prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the
Reserve Policy) on which there is available coverage shall be made on a pro-rata basis (calculated
by reference to the coverage then available thereunder) after applying all available cash and
investments in the Reserve Fund. Payment of Policy Costs and reimbursement of amounts with
respect to other Credit Facilities shall be made on a pro-rata basis prior to replenishment of any
cash drawn from the Reserve Fund. The Issuer's obligation to pay Policy Costs shall survive
payment in full of the Bonds. . .
Amounts in respect of Policy Costs paid to the Bond Insurer shall be credited first to
interest due, then to expenses due and then to principal due. As and to the extent payments are
made to the Bond Insurer on account of principal due, the coverage under the Reserve Policy will
be increased by a like amount, subject to the terms of the Reserve Policy.
The Paying Agent ,shall ascertain the necessity for a claim upon the Reserve Policy and
provide notice to the Bond Insurer in accordance with the terms of the Reserve Policy at least five
business days prior to each date upon which interest or principal is due on the Bonds. The Paying
0R373052;6
26
Agent shall also give notice to the Bond Insurer of any failure of the Issuer to make timely
payment in full of deposits to the Bond Service Fund within two business days of the date due.
If the Issuer shall fail to pay any Policy Costs, the Bond Insurer shall be entitled to exercise
any and all legal and equitable remedies available to it, including those provided under the
Resolution other than (i) acceleration of the maturity of the Bonds or (ii) remedies which would
adversely affect owners of the Bonds.
In order to secure the Issuer's payment obligations with respect to the Policy Costs the
,Issuer pledges to the Insurer for the Bonds the Pledged Funds (subordinate only to the lien thereon
in favor of the owners of the Bonds).
In the event of the refunding of any Bonds, the Issuer may withdraw from the Reserve
Fund, all or any portion of the amounts accumulated therein with respect to the Bonds being
refunded and deposit such amounts as required by the resolution authorizing the refunding of such
Bonds; provided that such withdrawal shall not be made unless (a) immediately thereafter the
Bonds being refunded shall be deemed to have been paid pursuant to the provisions hereof and
(b) the amount remaining in the Reserve Fund after giving effect to the issuance of such refunding
obligations and the disposition of the proceeds thereof shall not be less than the Reserve
Requirement for any Bonds then Outstanding.
(3) (a) Prepayment Principal as received shall be deposited into the
Prepayment Account and applied to the extraordinary mandatory redemption of Bonds on the next
interest payment date as provided for in the Bonds.
(b) Delinquent Assessment Principal shall fust be applied to restore the
amount of any withdrawal, from the Reserve Fund to pay the principal of Bonds to the extent that
less than the Reserve Requirement is on deposit in the Reserve Fund, and the balance, if any, shall
be deposited into the Principal Account.
(c) Delinquent Assessment Interest shall first be appli~d to restore the
amount of any withdrawal from the Reserve Fund to pay the interest on Bonds to the extent that
less than the Reserve Requirement is on deposit in such Reserve Fund, and the balance, if any,
deposited into the Interest Account.
(4) The balance of any moneys remaining in the Revenue Fund after the above
required payments have been made may be used for any lawful purpose; provided, however, that
none of said money shall be used for any purposes other than those 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 this Resolution.
(5) The Issuer shall deposit the first One Hundred and Sixty Thousand Dollars
($160,000.00) of Half-Cent Sales Tax received by the Issuer in each Fiscal Year into the Sales Tax
Fund promptly upon receipt thereof. The moneys in the Sales Tax Fund shall be deposited or
0R373052;6
27
credited on or before one (1) business day prior to each Interest Payment Date in the following
manner and in the following order of priority:
(a) On any such date in which there shall not be sufficient revenues
available in the Revenue Fund to make any deposits as required in (I) and (2) above, the Issuer
shall transfer from the Sales Tax Fund the required amounts needed to make the above stated
payments, including any deficiencies for prior payments.
(b) Thereafter, on or after May 1 of each year, but only after the Issuer
has determined that there are sufficient amounts on deposit in the Revenue Fund to make the
deposits required in (1) and (2) above on the following October 1, including any deficiencies for
prior payments, any moneys remaining in said Sales Tax Fund may be transferred to any other
Issuer fund on account and used by the Issuer for any lawful purpose.
(6) The Bond Service Fund (including the accounts therein), the Reserve Fund,
the Revenue Fund, the Sales Tax 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 moneys
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.
Moneys in any fund or account created hereunder (with the exception of the Reserve Fund)
shall be invested and reinvested in Permitted Investments which mature not later than the dates on
which the moneys on deposit therein will be needed for the purpose of such fund. Moneys in the
Reserve Fund may be invested and reinvested in Permitted Investments maturing not later than five
(5) years from the date of initial deposit to the Reserve Fund. Such Permitted Investments shall
be valued by the Paying Agent as frequently as deemed necessary by the Bond Insurer, but not less
often than annually, at the market value thereof, exclusive of accrued interest. Deficiencies in any
fund or account created hereunder resulting from a decline in market value shall be restored no
later than the succeeding valuation date. 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.
(7) In determining the amount of any of the payments required to be made
pursuant to this Section, credit may be given for all investment income accruing to the respective
funds and accounts described herein, except as otherwise provided.
(8) The cash required to be accounted for in each of the funds and accounts
described in this Section may be deposited in a 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 completely independent, self-balancing funds as such term is
commonly defined and used in governmental accounting, but rather is intended solely to constitute
0R373052;6
28
an earmarking of certain revenues and assets for certain purposes and to establish certain priorities
for application .of such revenues and assets as herein provided.
(C) ENFORCEMENT OF PAYMENT OF ASSESSMENTS. The Issuer will assess,
levy, collect or cause to be collected and enforce the payment of Assessments in the manner
prescribed by all resolutions, ordinances or laws thereunto appertaining at times and in amounts
as shall be necessary in order to pay, when due, the principal of and interest on the Bonds. Upon
the due date of the Assessments, the Issuer shall diligently proceed to collect the same and shall
exercise all legally available remedies to enforce such collections now or hereafter available under
State law.
(D) DELINQUENT ASSESSMENTS. If the owner of any lot or parcel of land shall
be delinquent in the payment of any Assessment, then such Assessment shall be enforced in
accordance with applicable law, including but not limited to the sale of tax certificates and tax
deeds as regards such delinquent Assessment.
(E) OTHER OBLIGA TIONS PA Y ABLE FROM PLEDGED REVENUES. The Issuer
will not issue or incur any obligations payable from the Pledged Revenues nor voluntarily create
or cause to be created any debt, lien, pledge, assigrunent, encumbrance or other charge upon such
Pledged Revenues except for fees, commissions, costs, and other charges payable to the property
appraiser or to the tax collector pursuant to Florida law which may be a charge against the
Assessments.
(F) RE~ASSESSMENTS. If any Assessment shall be either in whole or in part annulled,
vacated or set aside by the judgment of any court, or the Issuer shall be satisfied that any such
Assessment is so irregular or defective that it cannot be enforced or collected, or ifthe Issuer shall
have omitted to make such Assessment when it might have done so, the Issuer shall either: (i) take
all necessary steps to cause a new Assessment to be made for the whole or any part of such
improvement or against any property benefited by such improvement; or (ii) in its sole discretion,
make up the amount of such Assessment from legally available moneys, which moneys shall be
deposited into the Revenue Fund. In case any such subsequent Assessment shall also be annulled,
the Issuer shall obtain and make other Assessments until a valid Assessment shall be made.
(G) ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal
Year, cause the financial statements of the Issuer to be properly audited by a recognized
independent certified public accountant or recognized independent firm of certified public
accountants, and shall require such accountants to complete their report on the annual financial
statements in accordance with applicable law. The annual financial statement shall be prepared in
conformity with generally accepted accounting principles consistently applied. A copy of the
audited financial statements for each Fiscal Year shall be furnished to the Bond Insurer and to each
Holder that provides a written request. The Issuer shall be permitted to make a reasonable charge
for furnishing such audited financial statements to each Holder.
0R373052;6
29
(H) BOOKS AND RECORDS. The Issuer shall keep books, records and accounts of
the Pledged Revenues, and the Holders of any Bonds Outstanding or the duly authorized
representatives thereof shall have the right at all reasonable times to inspect all books, records and
accounts of the Issuer relating thereto.
(I) NO IMPAIRMENT. The Issuer will not enter into any contract or contracts, nor
take any action, the results of which might impair the right of the Holders hereunder.
(J) COLLECTION OF SALES TAX REVENUES. The Issuer covenants to do all
things necessary on its part to maintain its eligibility to participate in the distribution of funds from
the Local Goverrunent Half Cent Sales Tax Clearing Trust Fund as described in Part VI, of
Chapter 218, Florida Statutes, as amended. The Issuer will at all times comply with all of the
requirements and conditions of Chapter 218, Part VI, Florida Statutes, as amended, and take every
necessary action to remain qualified to receive distribution of the Half Cent Sales Tax; and the
Issuer will not take any action which will jeopardize its eligibility for receipt of such funds which
may adversely affect its undertakings as provided in this Resolution. The Issuer will not take any
action or enter into any agreement that shall result in reducing the level of Half Cent Sales Tax
distributed to the Issuer from that prevailing at the time the Issuer takes such action or enters into
such agreement. '
SECTION 21. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. Except as
provided below, if any of the following events occur it is hereby defined as and declared to be and
to constitute an "Event of Default":
(A) Default in the due and punctual payment of any interest on the Bonds;
(B) Default in the due and punctual payment of the principal of and premium, if any,
on any Bond, at the stated maturity thereof, or upon proceedings for redemption thereof;
(C) Default in the performance or observance of any other of the covenants, agreements
or conditions on the part of the Issuer contained in this Resolution or in the Bonds and the
continuance thereof for a period of thirty (30) days after written notice to the Issuer given by the
Holders of not less than twenty-five percent (25 %) of aggregate principal amount of Bonds then
Outstanding (provided, however, that with respect to any obligation, covenant, agreement or
condition which requires performance by a date certain, if the Issuer performs such obligation,
covenant, agreement or condition within thirty (30) days of written notice as provided above, the
default shall be deemed to be cured);
(D) Failure by the Issuer promptly to remove any execution, garnishment or attachment
of such consequence as will materially impair its ability to carry out its obligations hereunder; or
(E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the
obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar
laws relating to or affecting creditors' rights.
OR373052;6
30
The term "default" shall mean default by the Issuer in the performance or observance of
any of the covenants, agreements or conditions on its part contained in this Resolution, any
supplemental resolution or in the Bonds, exclusive of any period of grace required to constitute
a default or an "Event of Default" as hereinabove provided.
For purposes of Section 21 (A) and (B) hereof, no effect shall be given to any payments
made under any Bond Insurance Policy.
Any Holder of Bonds issued under the provisions hereof or any trustee acting for the
Holders of such Bonds, may either at law or in equity, by suit, action, mandamus or other
proceedings in any court of competent jurisdiction, protect and enforce any and all rights,
including the right to the appointment of a receiver, existing under State or federal law , or granted
and contained herein, and may enforce and compel the performance of all duties required herein
or by any applicable law to be performed by the Issuer or by any officer thereof.
The foregoing notwithstanding:
(ii) No remedy conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to any
other remedy given to the Bondholders hereunder.
(iii) No delay or omission to exercise any right or power accruing upon any
default or Event of Default shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein, and every such right and power may be
exercised as often as may be deemed expedient.
(iv) No waiver of any default or Event of Default hereunder by the Bondholders
shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights
or remedies consequent thereon.
(v) Acceleration of the payment of principal of and interest on the Bonds shall
not be a remedy hereunder in the case of an Event of Default.
Notwithstanding any provision of this Resolution to the contrary, for all purposes of this
Section 21, except the giving of notice of any Event of Default to the Holder of the Bonds, the
Bond Insurer shall be deemed to be the sole Holder of the Bonds it has insured.
On the occurrence of an Event of Default, to the extent such rights may then lawfully be
waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to
take advantage of any stay, extension or redemption laws now or hereafter in force, in order to
prevent or hinder the enforcement of this Resolution, and the Issuer, for itself and all who may
claim through or under it, hereby waives, to the extent it may lawfully do so, the benefit of all
such laws and all right of redemption to which it may be entitled.
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Within 30 days of knowledge thereof, both the Issuer and the Paying Agent shall provide
notice to the Bond Insurer of the occurrence of any Event of Default.
The Bond Insurer shall be included as a party in interest and as a party entitled to' (i) notify
the Issuer or any Paying Agent of the occurrence of an Event of Default and (ii) request the Issuer
or any Paying Agent to intervene in judicial proceedings that affect the Bonds or the security
therefor. The Issuer and any Paying Agent are required to accept notice of default from the Bond
Insurer.
Anything in this Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, the Bond Insurer, provided the Bond Insurance Policy is still
in full force and effect, shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders under this Resolution and the Bond Insurer shall also be
entitled to approve all waivers of events of default. The maturity of the Bonds shall not be
accelerated without the prior written consent of the Bond Issuer.
SECTION 22. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF HOLDERS OF BONDS. The Issuer, from. time to time and at any time and
without the consent or concurrence of any Holder of any Bonds but with the prior consent of the
Bond Insurer, may adopt a resolution amendatory hereof or supplemental hereto, if the provisions
of such supplemental resolution shall not adversely affect the rights of the Holders of the Bonds
then Outstanding, for anyone or more of the following purposes:
(A) To make any changes or corrections in this Resolution as to which the Issuer shall
have been advised by counsel that are required for the purpose of curing or correcting any
ambiguity or defective or inconsistent provisions or omission or mistake or manifest error
contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or
questions arising under this Resolution as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer for the purpose of further
securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or conferred upon the Issuer
by the terms of this Resolution;
(D) To confirm as further assurance any covenant created or to be created by the
provisions of this Resolution;
(E) To grant to or confer upon the Holders any additional right, remedies, powers,
authority or security that lawfully may be granted to or conferred upon them;
(F) To assure compliance with federal "arbitrage" and other applicable tax provisions
in effect from time to time; or
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(G) To modify any of the provisions of this Resolution in any other aspects provided
that such modifications shall not be effective until after the Bonds Outstanding at the time such
supplemental resolution is adopted shall cease to be Outstanding, or until the holders thereof
consent thereto pursuant to Section 23 hereof, and any Bonds issued subsequent to any such
modification shall contain a specific reference to the modifications contained in such supplemental
resolution.
Except for supplemental resolutions providing for the issuance of Bonds pursuant hereto,
the Issuer shall not adopt any supplemental resolution authorized by the foregoing provisions of
this Section unless in the opinion of Bond Counsel the adoption of such supplemental resolution
is permitted by the foregoing provisions of this Section.
SECTION 23. AMENDMENT OF RESOLUTION WITH 'CONSENT OF HOLDERS
OF BONDS. Except as provided in Section 22 hereof, no material modification or amendment of
this Resolution or of any resolution supplemental hereto shall be made without the consent in
writing of the Holders of fifty-one percent or more in the principal amount of the Bonds so
affected and then Outstanding. For purposes of this Section, ,to the extent any Bonds are insured
by a Bond Insurance Policy or are secured by a letter of credit, and such Bonds are then rated in
as high a rating category as the rating category in which such Bonds were rated at the time of
initial issuance and delivery thereof, then the consent of the issuer of such Bond Insurance Policy
or the issuer of such letter of credit shall be deemed to constitute the consent of the Holder of such
Bonds. No modification or amendment shall permit a change in the maturity of such Bonds or a
reduction in the rate of interest thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same
shall become due or reduce the percentage of the Holders of the Bonds required to consent to any
material modification or amendment hereof without the consent of the Holder or Holders of all
such Bonds. For purposes of the immediately preceding sentence, the issuer of a Bond Insurance
Policy or a letter of credit shall not consent on behalf of the Holders of the Bonds. No amendment
or supplement pursuant to this Section 23 shall be made without the consent of the Bond Insurer.
SECTION 24. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders ofthe Bonds that it shall not use the proceeds
of such Bonds in any manner which would cause the interest on such Bonds to be or become
includable in the gross income of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any
Person under its control or direction 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 neither the Issuer nor any
other Person shall 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 purposes.
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(C) The Issuer shall payor cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder (the
"Regulations"). In order to insure compliance with the rebate provisions of Section 148(f) of the
Code with respect to the Bonds, the Issuer hereby creates the "City of Winter Springs Special
Assessment Rebate Fund" (hereinafter sometimes called the "Rebate Fund") to be held by the
Issuer. The Rebate Fund need not be maintained so long as the Issuer timely satisfies its obligation
to pay any rebatable earnings to the United States Treasury; however, the Issuer may, as an
administrative convenience, maintain and deposit funds in the Rebate Fund from time to time. Any
moneys held in the Rebate Fund shall not be available to pay debt service on the Bonds. Moneys
in the Rebate Fund (including earnings and deposits therein) shall be held for future payment to
the United States Goverrunent as required by the treasury regulations and as set forth in
instructions of Bond Counsel delivered to the Issuer upon issuance of such Bonds.
SECTION 25. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Resolution as follows:
(A) If the Issuer shall payor cause to be paid, or there shall otherwise be paid, to the
Holders of all 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 Bonds, and all amounts owed
the Bond Insurer for policy costs have been paid in full, then the covenants, 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 Bonds the principal, redemption premium, if any, and
interest due or to become due thereon, at the times and in the manner stipulated herein, such
Bonds shall cease to be entitled to any benefit under this Resolution, and all covenants, agreements
and obligations of the Issuer to the Holders of such Bonds shall thereupon cease, terminate and
become void and be discharged and satisfied.
(B) The Bonds, redemption premium, if any, and interest due or to become due for the
payment or redemption of which moneys shall have been set aside and shall be held in trust
(through deposit by the Issuer of funds for such payment or redemption or otherwise) 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 25. Any Outstanding 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 Bonds are to be
redeemed on any date prior to their maturity, the Issuer shall have given to the escrow agent
instructions accepted in writing by the escrow agent to notify Holders of Outstanding Bonds in the
manner required herein of the redemption of such Bonds on said date and (ii) there shall have been
deposited with the escrow agent either moneys in an amount which shall be sufficient, or Acquired
Obligations (including any Acquired Obligations issued or held in book-entry form on the books
of the Department of the Treasury of the United States) the principal of and the interest on which
when due will provide moneys which, together with the moneys, if any, deposited with the escrow
agent at the same time, shall be sufficient, to pay when due the principal of, premium, if any, and
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interest due and to become due on said Bonds on or prior to the redemption date or maturity date
thereof, as the case may be.
Notwithstanding anything herein to the contrary, in the event that the principal and/or
interest due on the Bonds shall be paid by the Bond Insurer, 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 Pledged Revenues 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 the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered
owners.
SECTION 26. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees
that, in order to provide for compliance with the secondary market disclosure requirements of the
Rule, that it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the
participating underwriter or underwriters, as it may be amended from time to time in accordance
with the terms thereof. Notwithstanding any 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
Bondowners in the event that the Issuer fails to cure a breach thereunder within a reasonable time
after written notice from a Bondowner to the Issuer that a breach exists. Any rights of the
Bondowners to enforce the provisions of the covenant shall be on behalf of all Bondowners and
shall be limited to a right to obtain specific performance of the Issuer I s obligations thereunder.
SECTION 27. BOND ANTICIPATION NOTES. The Issuer may issue notes in
anticipation of the issuance of Bonds which shall have such terms and details and be secured in
such manner, not inconsistent with this Resolution, as shall be provided by resolution of the
Issuer.
SECTION 28. BOND INSURANCE. Purchase of the Bond Insurance Policy from the Bond
Insurer to insure the holder of any Bond, the scheduled payment of principal and interest on behalf of the
Issuer is hereby authorized and payment for such insurance is hereby authorized from Bond proceeds or
from other City moneys. In accordance with the Commitment for Municipal Bond Insurance attached
hereto as an exhibit, a statement of insurance is hereby authorized to be printed on or attached to the Bonds
for the benefit and information of the Bondholders. In accordance with the commitment of the Bond
Insurer attached hereto as an exhibit, the purchase of a surety bond for deposit to the Reserve Fund is
hereby authorized, and payment of the premium for such surety bond from proceeds of the Bonds or other
legally available moneys of the City is hereby authorized.
SECTION 29. PRELIMINARY OFFICIAL STATEMENT. The Issuer is hereby
authorized to distribute a preliminary official statement for the Bonds and delegates to the City
Manager the authority to deem such Preliminary Official Statement "final" except for "permitted
omissions" within the contemplation of the Rule. The proper officers of the City are hereby
authorized to execute on behalf of the Issuer the Official Statement relating to the Bonds in
substantially the form and content as the Preliminary Official Statement, with such additions,
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deletions, and changes thereto, including such additions, deletions and other changes as may be
necessitated by this Resolution and the approved Bond Purchase Contract as such officers may
approve (such approval to be conclusively evidenced by their execution of said Official Statement,
and to deliver such Official Statement to the underwriters).
SECTION 30. PAYING AGENT AND REGISTRAR. First Union National Bank, is
hereby appointed to serve as Registrar and Paying Agent for the Bonds.
SECTION 31. BANK QUALIFIED. The Issuer designates the Bonds as a "qualified
tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the "Code"). The Issuer does not reasonably anticipate that the Issuer, any
subordinate entities of the Issuer, and issuers of debt that issue "on behalf" of the Issuer, will
during either calendar year 2001 issue more than $10,000,000 of "tax-exempt" obligations,
exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the Code.
SECTION 32. OTHER ACTIONS. The Mayor, the Deputy Mayor/Commissioner, the
City Manager, the City Attorney, the City Clerk including any Deputy City Clerk and the Finance
Director (collectively the "Issuer Officers"), Akerman, Senterfitt & Eidson, P.A. as Bond
Counsel, and Public Financial Management, Inc., as the Issuer's Financial Advisor, are hereby
authorized and directed to take all actions necessary or desirable in connection with the issuance
and delivery of the Bonds and the consummation of all transactions in connection therewith. The
Issuer Officers are hereby authorized and directed to execute all necessary or desirable certificates,
documents, papers, and agreements for the undertaking and fulfillment of all transactions referred
to in or contemplated by the Resolution, the Official Statement, this Resolution, and the Bond
Purchase Contract.
SECTION 33. NEGOTIATED SALE; DELEGATIONS OF AUTHORITY REGARDING
SALE OF BONDS; BOND PURCHASE CONTACT. The complex character of the security for
the Bonds requires lengthy and detailed structuring with could be unreasonably restricted by the
lack of flexibility at public sale. Based upon all available information and advice from the staff
of the Issuer, a negotiated sale of the Bonds to the Underwriters listed in the Bond Purchase
Contract (the "Bond Purchase Contract") attached hereto will result in the most favorable bond
financing plan and is in the best interest of the Issuer. The City Manager of the Issuer is hereby
authorized and directed to execute and deliver to the underwriters for the Bonds such Bond
Purchase Contact provided that the true interest cost for the Bonds is less than six percent (6%),
the final matUrity date of the Bonds is not later than October 1, 2030, and the Maximum Bond
Service Requirement is less than $160,000. Compliance with the provisions of the prior sentence
shall be conclusively determined upon receipt by the City Manager of a letter of Public Financial
Management, Inc., financial advisor to the Issuer that such provisions have been complied with.
The Bond Purchase Contract shall be in substantially the form attached hereto with such changes
thereto as may be approved in accordance with the above paragraph. The negotiated sale of the
Bonds to the underwriters set forth in the Bond Purchase Contract is hereby approved. The City
Manager is hereby authorized to execute the Bond Purchase Contract on behalf of the Issuer, upon
satisfaction of the above conditions.
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SECTION 34. SEVERABILITY. If anyone or more of the covenants, 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 prohibited, or against public policy, or shall for
any reason whatsoever be held invalid or shall in any manner be held to adversely affect the
validity of the Bonds, then 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 issued hereunder.
SECTION 35. GENERAL AUTHORITY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent with '
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Bonds and this Resolution, and they are hereby
authorized to execute and deliver all documents which shall be required by bond counselor the
initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers.
SECTION 36. INTENT TO REIMBURSE. The Issuer hereby expresses its present
intention to be reimbursed from proceeds of a future tax-exempt financing for capital expenditures
to be paid by the Issuer in connection with the subsequent issuance of the Bonds for the purpose
of financing the Cost of the Project. Pending reimbursement, the Issuer expects to use funds on
deposit in the Issuer General Fund or other appropriate fund or account to pay such costs including
but not limited to capital expenditures and other costs associated with the issuance of the Bonds.
It is reasonably expected that the amount of Bonds to be issued by the City with respect to the
Project will not exceed $2,500,000. This Resolution is intended to constitute a "declaration of
official intent" within the meaning of Section 1.150-2 of the Income Tax Regulations with respect
to the Bonds to be issued to finance the cost of the Project.
SECTION 37. MUNICIPAL BOND INSURANCE. The following provisions shall be
applicable to the Series 2001 Bonds and the Bond Insurance Policy therefor, which provision shall
govern notwithstanding anything to the contrary herein:
(A) If, on the third business day prior to the related scheduled interest payment date or
principal payment date or the date to which a Series 2001 Bond maturity has been accelerated
("Payment Date") there is not on deposit with the Paying Agent, after making all transfers and
deposits required under the Resolution, moneys sufficient to pay the principal of and interest on
the Series 2001 Bonds due on such Payment Date, the Paying Agent shall give notice to The Bond
Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy
of the amount of such deficiency by 12:00 noon, New York City time, on such business day. If,
on the second business day prior to the related Payment Date, there continues to be a deficiency
in the amount available to pay the principal of and interest on the Series 2001 Bonds due on such
Payment Date, the Paying Agent shall make a claim under the Bond Insurance Policy and give
notice to the Bond Insurer and the Bond Insurer's Fiscal Agent (if any) by telephone of the amount
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of such deficiency, and the allocation of such deficiency between the amount required to pay
interest on the Series 2001 Bonds and the amount required to pay principal of the Series 2001
Bonds, confirmed in writing to The Bond Insurer and The Bond Insurer's Fiscal Agent by 12:00
noon, New York City time, on such second business day by filling in the form of Notice of Claim
and Certificate delivered with the Bond Insurance Policy.
In the event the claim to be made is for a mandatory sinking fund redemption installment,
upon receipt of the moneys due, the Paying Agent shall authenticate and deliver to affected Series
2001 Bondholders who surrender their Series 2001 Bonds a new Series 2001 Bond or Series 2001
Bonds in an aggregate principal amount equal to the unredeemed portion of the Series 2001 Bond
surrendered. The Paying Agent shall designate any portion of payment of principal on Series 2001
Bonds paid by the Bond Insurer, whether by virtue of mandatory sinking fund redemption,
maturity or other advancement of maturity, on its books as a reduction in the principal amount of
Series 2001 Bonds registered to the then current Bondholder, whether DTC or its nominee or
otherwise, and shall issue a replacement Series 2001 Bond to the Bond Insurer, registered in the
name of Financial Security Assurance Inc" in a principal amount equal to the amount of principal
so paid (without regard to authorized denominations); provided that the Paying Agent's failure to
so designate any payment or issue any replacement Series 2001 Bond s,hall have no effect on the
amount of principal or interest payable by the Issuer on any Series 2001 Bond or the subrogation
rights of The Bond Insurer.
The Paying Agent shall keep a complete and accurate record of all funds deposited by The
Bond Insurer into the Policy Payments Account (hereinafter described) and the allocation of such
funds to payment of interest on and principal paid in respect of any Series 2001 Bond. The Bond
Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to
the Paying Agent.
Upon payment of a claim under the Bond Insurance Policy the Paying Agent shall establish
a separate special purpose trust account for the benefit of Series 2001 Bondholders referred to
herein as the "Policy Payments Account" and over which the Paying Agent shall have exclusive
control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the
Bond Insurance Policy in trust on behalf of Series 200 I Bondholders and shall deposit any such
amount in the Policy Payments Account and distribute such amount only for purposes of making
the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent
to Series 2001 Bondholders in the same manner as principal and interest payments are to be made
with respect to the Series 2001 Bonds under the sections hereof regarding payment of Series 2001
Bonds. It shall not be necessary for such payments to be made by checks or wire transfers
separate from the check or wire transfer used to pay debt service with other funds available to
make such payments.
Funds held in the Policy Payments Account shall not be invested by the Paying Agent and
may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent and funds
remaining in the Policy Payments Account following a Payment Date shall be promptly remitted
to the Bond Insurer. ' '
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(B) The Bond Insurer shall, to the extent it makes any payment of principal of or
interest on the Series 2001 Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond Insurance Policy.
(C) The Issuer shall payor reimburse the Bond Insurer any and all charges, fees, costs
and expenses which the Bond Insurer may reasonably payor incur in connection with (i) the
administration, enforcement, defense or preservation of any rights or security in this Resolution
or the Insurance Agreement delivered in regard to the Series 2001 Bonds ("Related Documents"),
(ii) the pursuit of any remedies under this Resolution or any other Related Document or otherwise
afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related
to, this Resolution or any other Related Document whether or not executed or completed, (iv) the
violation by the Issuer of any law, rule or regulation, or any judgment, order or decree applicable
to it or (v) any litigation or other dispute in connection with this Resolution or any other Related
Document or the transactions contemplated thereby, other than amounts resulting from the failure
of the Bond Insurer to honor its obligations under its Bond Insurance Policy. The Bond Insurer
reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver
or consent proposed in respect of this Resolution or any other Related Document.
(D) Payments required to be made to the Bond Insurer shall be paid (i) prior to an Event
of Default, to the extent not paid from the Bond Service Fund, after required deposits to the
Reserve Fund and (ii) after an Event of Default, with respect to amounts other than principal and
interest on the Series 2001 Bonds on the same priority as payments for expenses. Such obligations
to the Bond Insurer shall survive discharge or termination of the Related Documents.
(E) The Bond Insurer shall be entitled to pay principal or interest on the Series 2001
Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
Issuer (as such terms are defined in the Bond Insurance Policy) and any amounts due on the Series
2001 Bonds as a result of acceleration of the maturity thereof in accordance with this Resolution,
whether or not the Bond Insurer has received a Notice of Nonpayment (as such terms are defined
in the Bond Insurance Policy) or a claim upon the Bond Insurance Policy.
(F) The notice address of the Bond Insurer is: Financial Security Assurance Inc., 350
Park A venue, New York, New York 10022-6022, Attention: Managing Director - Surveillance;
Re: Policy No. Telephone: (212) 826-0100; Telecopier: (212) 339-3529. In
each case in which notice or other communication refers to an Event of Default, then a copy of
such notice or other communication shall also be sent to the attention of General Counsel and shall
be marked to indicate "URGENT MATERIAL ENCLOSED."
(G) The Bond Insurer shall be provided with the following information:
(i)
Annual audited financial statements within 180 days after the end of the
Issuer I s fiscal year and the Issuer 1 s annual budget within 30 days after the
approval thereof;
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(ii) Notice of any draw upon the Reserve Fund within two Business Days after
knowledge thereof other than (i) withdrawals of amounts in excess of the
Reserve Requirement and (ii) withdrawals in connection with a refunding
of Bonds;
(iii) Notice of any default known to the Paying Agent within five Business Days
after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the Bonds,
including the principal amount, maturities and CUSIP numbers thereof;
(v) Notice of the resignation or removal of the Paying Agent and Registrar and
the appointment of, and acceptance of duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the Issuer
commenced under the United States Bankruptcy Code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar
law (an "Insolvency Proceeding");
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment
of principal of, or interest on, the Bonds;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment or supplement to the Related Documents; and
(ix) All reports, notices and correspondence to be delivered under the terms of
the Related Documents.
(H) No contract shall be entered into nor any action taken by which the rights of the
Bond Insurer or security for or sources payment of the Series 2001 Bonds may be impaired or
prejudiced except upon obtaining the prior written consent of the Bond Insurer.
(I) Copies of any modification or amendment to the Resolution or any other Related
Document shall be sent to Standard & Poor's Ratings Services and Moody's Investors Service,
Inc. At least 10 days prior to the effective date thereof.
(J) The rights granted to the Bond Insurer under the Resolution or any other Related
Document to request, consent to or direct any action are rights granted to the Bond Insurer in
consideration of its issuance ofthe Bond Insurance Policy. Any exercise by the Bond Insurer of such
rights is merely an exercise of the Bond Insurer's contractual rights and shall not be construed or
deemed to be taken for the benefit or on behalf of the Bondholders nor does such action evidence
any position ofthe Bond Insurer, positive or negative, as to whether Bondholder consent is required
in addition to consent of the Bond Insurer.
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SECTION 38. 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 subject to any personal liability or accountability by reason of the issuance thereof.
SECTION 39. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
SECTION 40. HEADINGS NOT PART HEREOF. The headings preceding the several
articles and sections hereof shall be solely for convenience of reference and shall not constitute
a part of this Resolution or affect its meaning, construction or effect.
SECTION 41. APPROVAL OF PRIOR ACTIONS. All actions take to date by the City
Commission in furtherance of the issuance of the Bonds and the levying of the assessments are
hereby approved, confirmed and ratified.
SECTION 42. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
Adopted the 9th day of April, 2001.
(SEAL)
CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA
ATTEST:
MAYOR
Approved as to form:
City Attorney
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