HomeMy WebLinkAbout2003 06 23 Consent A Resolution 2003-30 Series 2003 Improvement Refunding Revenue Bonds~4
COMMISSION AGENDA
ITEM A
CONSENT X
INFORMATIONAL
PUBLIC HEARING
REGULAR
MGR ~ /DEPT ~~~~
Meeting A nthnri Kati nn
PRICING OCCURRING ON THURSDAY - #'S TO BE A VAILABLE
ON MONDA Y NIGHT.
REQUEST:
The City Manager is requesting the Commission adopt Resolution #2003-30 approving and
awarding the sale of $ million in City of Winter Springs, Florida Improvement
Refunding Revenue Bonds, Series 2003 to our underwriters, execute a bond purchase contract
and continuing disclosure certificate, authorizing the preliminary official statement and escrow
deposit agreement and appointing the paying agent and registrar.
PURPOSE:
To authorize and approve the sale of the Series 2003 Improvement Refunding Revenue Bonds, to
award the sale to our underwriters, authorize and execute various bond related documents and
appoint the paying agent and registrar.
CONSIDERATIONS:
The City Commission adopted Resolution #2003-28 on 6/9/2003 which authorized the issuance
of, not to exceed $9,000,000, City of Winter Springs, Florida Improvement Refunding Revenue
Bonds, Series 2003 for the purpose of:
1. Currently refund the 1993 Bonds to take advantage of lower interest rates,
2. Purchase a Surety Bond equal to the reserve requirement for the bonds,
3. Pay the costs of issuance associated with the refunding.
ATTACHMENTS:
Resolution No. 2003-30
2. Preliminary Official Statement
3. Bond Purchase Contract
4. Continuing Disclosure Certificate
5. Escrow Deposit Agreement
RECOMMENDATION:
The Commission adopt Resolution #2003-30 approving and awarding the sale of $
million in City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 2003
to our underwriters, execute a bond purchase contract and continuing disclosure certificate,
authorizing the preliminary official statement and escrow deposit agreement and appointing the
paying agent and registrar.
COMMISSION ACTION:
RESOLUTION N0.2003-30
A RESOLUTION SUPPLEMENTING RESOLUTION NO.
2003-28 OF CITY OF WINTER SPRINGS, FLORIDA BY
AWARDING THE NEGOTIATED SALE OF
$ ORIGINAL PRINCIPAL AMOUNT OF
CITY OF WINTER SPRINGS, FLORIDA IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 2003 TO STIFEL,
NICOLAUS & COMPANY, INCORPORATED, HANIFEN
IMHOFF DIVISION, GARDNYR MICHAEL CAPITAL INC.
AND WILLIAM R. HOUGH & CO. AND THE EXECUTION
AND DELIVERY OF A BOND PURCHASE CONTRACT;
MAKING CERTAIN FINDINGS; ESTABLISHING THE
INTEREST RATES, MATURITY SCHEDULE, AND
REDEMPTION PROVISIONS FOR SAID BONDS;
APPROVING FORMS OF SAID BONDS; APPROVING THE
FORM OF AND AUTHORIZING THE USE OF THE
OFFICIAL STATEMENT AND AUTHORIZING AND
RATIFYING USE OF THE PRELIMINARY 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 INCLUDING THE
EXECUTION OF THE DISCLOSURE DOCUMENT;
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR THE BONDS; APPROVING THE FORM OF AN
ESCROW DEPOSIT AGREEMENT AND APPOINTING AN
ESCROW HOLDER TO SERVE THEREUNDER; CALLING
THE PRIOR BONDS FOR EARLY REDEMPTION;
APPROVING A BOOK-ENTRY SYSTEM OF
REGISTRATION FOR THE BONDS; CANCELING THE
AUTHORIZED BUT UNISSUED BONDS; PROVIDING
CERTAIN OTHER DETAILS WITH RESPECT TO SAID
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Winter Springs, Florida has, pursuant to
Resolution No. 2003-28 adopted on June 9, 2003 (the "Resolution"), authorized the issuance of
its not exceeding $9,000,000 City of Winter Springs, Florida Improvement Refunding Revenue
Bonds, Series 2003 (the "Bonds" or the "2003 Bonds") (a) to currently refund the Prior Bonds;
(b) to purchase for deposit to the subaccount in the Reserve Account created for the benefit of
the Bonds a surety bond in an amount equal to the Reserve Requirement for the Bonds; and
(c) pay certain costs of issuing and delivering the Bonds; and
WHEREAS, the City of Winter Springs, Florida (the "Issuer") now desires to approve
the sale of its Bonds pursuant to the Bond Purchase Contract (hereinafter defined) and in
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f
furtherance thereof, to appoint a Registrar and Paying Agent to authorize distribution of an
Official Statement in connection with the issuance of the Bonds, to approve the form of the
Escrow Deposit Agreement, and to make certain other determinations concerning the Bonds.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS:
Section 1. Definitions. All words and phrases used herein in capitalized form, unless
otherwise defined herein, shall have the meaning ascribed to them in the Resolution.
Section 2. Authorization. The sale of $ original principal amount
of City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 2003, to
Stifel, Nicolaus & Company, Incorporated, Hanifen, Imhoff Division Gardnyr Michael Capital,
Inc. and William R. Hough & Co. (collectively, the "Underwriter") upon the terms and
conditions set forth in the Bond Purchase Contract (the "Contract") attached hereto as
Exhibit "A" and incorporated by reference is hereby approved. The authorization granted in the
resolution to issue $ of the Bonds that will not be issued is hereby canceled.
Section 3. Negotiated Sale. The City Commission hereby determines that a negotiated
sale of the 2003 Bonds to the Underwriter is in the best interests of the Issuer because of
prevailing market conditions, because delays caused by soliciting competitive bids could
adversely affect the Issuer's ability to issue and deliver the 2003 Bonds at presently favorable
interest rates, and because the nature of the security for the 2003 Bonds and the sources of
payment of debt service on the 2003 Bonds requires the participation of an underwriter in
structuring the Bond issue.
Section 4. Description of Bonds. The 2003 Bonds shall be issued as Serial Bonds and
Term Bonds (all such being Current Interest Bonds) and shall be initially registered pursuant to a
book-entry system in the name of Cede & Co., as nominee of The Depository Trust Company,
and shall bear interest payable on each April 1 and October 1 commencing October 1, 2003 at
the fixed rates per annum, shall mature in the amounts and on the dates and shall be subject to
redemption as set forth in Exhibit "A" to the Contract. The 2003 Bonds shall be dated July 1,
2003.
Section 5. Preliminary Official Statement and Official Statement. The form and
content of the Preliminary Official Statement dated June 11, 2003, relating to the Bonds attached
hereto as Exhibit "B", is hereby approved. The use of such document by the Underwriter in the
marketing of the 2003 Bonds is hereby ratified. The Mayor and the City Manager are hereby
authorized to execute on behalf of the Issuer an Official Statement relating to the 2003 Bonds, in
substantially the form and content as the Preliminary Official Statement, with such additions,
deletions, and changes thereto, including such additions, deletions and other changes as may be
necessitated by this Resolution and the 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 Underwriter.
Section 6. Form of Bonds. The 2003 Bonds shall be in substantially the form as set
forth in the Resolution, with such additions, deletions and other changes thereto as the officials
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of the Issuer executing the 2003 Bonds shall approve, such approval to be conclusively
evidenced by the execution of the 2003 Bonds (by manual or facsimile signature) by such
officials.
Section 7. Continuing Disclosure Certificate. The form and content of the Continuing
Disclosure Certificate (the "Disclosure Document") relating to the 2003 Bonds attached hereto as
Exhibit "C" is hereby approved. The Mayor and the Clerk are hereby authorized to execute on
behalf of the Issuer the Disclosure Document in substantially the form attached hereto, with such
additions, deletions, and other changes as such officers may approve (such approval to be
conclusively evidenced by their execution of the Disclosure Document.
Section 8. Paying Agent and Registrar. Wachovia Bank, National Association is
hereby appointed to serve as Registrar and Paying Agent for the Bonds.
Section 9. Escrow Deposit Agreement. The form and content of the Escrow Deposit
Agreement (the "Escrow Agreement") pursuant to which certain proceeds of the 2003 Bonds
will be deposited together with other legally available moneys to defease the Prior Bonds in the
form attached hereto as Exhibit "D" is hereby approved. All of the then Outstanding Prior
Bonds maturing after October 1, 2003 are hereby irrevocably called for redemption on
October 1, 2003 at the redemption price of 102% of the principal amount of such Prior Bonds
together with accrued interest to the redemption date. The Mayor and the Clerk are hereby
authorized to execute on behalf of the Issuer the Escrow Deposit Agreement in substantially the
form attached hereto, with such additions, deletions, and other changes as such officers may
approve (such approval to be conclusively evidenced by their execution of the Escrow
Agreement). Wachovia Bank, National Association is hereby appointed to serve as Escrow
Holder pursuant to the Escrow Agreement.
Section 10. Other Actions. The Mayor, the City Manager, the City Attorney, the Clerk,
and the Finance Director (collectively the "Issuer Officers"), and Akerman Senterfitt 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 2003 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 Contract.
Section 11. Approval of Prior Actions. All actions taken to date by the members of the
City Commission and the officers, agents, and employees of the Issuer in furtherance of the
issuance of the Bonds are hereby approved, confirmed and ratified.
Section 12. Inconsistent Resolutions and Motions. All prior resolutions of the Issuer
inconsistent with the provisions of this Resolution are hereby modified, supplemented and
amended to conform with the provisions herein contained and, except as so modified,
supplemented and amended hereby, shall remain in full force and effect.
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Section 13. Effective Date. This Resolution shall become effective immediately upon
its adoption.
IN WITNESS WHEREOF, this Resolution has been duly adopted this 23rd day of June,
2003.
By:
[SEAL]
ATTEST:
By:
City Clerk
Approved as to form:
City Attorney
CITY OF WINTER SPRINGS, FLORIDA
Mayor
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r
EXHIBIT "A"
Bond Purchase Contract
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EXHIBIT "B"
Preliminary Official Statement
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EXHIBIT "C"
Continuing Disclosure Certificate
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EXHIBIT "D"
Escrow Deposit Agreement
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RESOLUTION NO.2003-30
A RESOLUTION SUPPLEMENTING RESOLUTION NO.
2003-28 OF CITY OF WINTER SPRINGS, FLORIDA BY
AWARDING THE NEGOTIATED SALE OF $8,870,000
ORIGINAL PRINCIPAL AMOUNT OF CITY OF WINTER
SPRINGS, FLORIDA IMPROVEMENT REFUNDING
REVENUE BONDS, SERIES 2003 TO STIFEL, NICOLAUS
COMPANY, INCORPORATED, HANIFEN IMHOFF
DIVISION, GARDNYR MICHAEL CAPITAL INC. AND
WILLIAM R. HOUGH & CO. AND THE EXECUTION AND
DELIVERY OF A BOND PURCHASE CONTRACT;
MAKING CERTAIN FINDINGS; ESTABLISHING THE
INTEREST RATES, MATURITY SCHEDULE, AND.
REDEMPTION PROVISIONS FOR SAID BONDS;
APPROVING FORMS OF SAID BONDS; APPROVING THE
FORM OF .AND AUTHORIZING THE USE OF THE
OFFICIAL STATEMENT AND AUTHORIZING AND
RATIFYING USE OF THE PRELIMINARY 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 INCLUDING THE
EXECUTION OF THE DISCLOSURE DOCUMENT;
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR THE BONDS; APPROVING THE FORM OF AN
ESCROW DEPOSIT AGREEMENT AND APPOINTING AN
ESCROW HOLDER TO SERVE THEREUNDER; CALLING
THE PRIOR BONDS FOR EARLY REDEMPTION;
APPROVING A BOOK-ENTRY SYSTEM OF
REGISTRATION FOR THE BONDS; CANCELING THE
AUTHORIZED BUT UNISSUED BONDS; PROVIDING
CERTAIN OTHER DETAILS WITH RESPECT TO SAID
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Winter Springs, Florida has, pursuant to
Resolution No. 2003-28 adopted on June 9, 2003 (the "Resolution"), authorized the issuance of
its not exceeding $9,000,000 City of Winter Springs, Florida Improvement Refunding Revenue
Bonds, Series 2003 (the "Bonds" or the "2003 Bonds") (a) to currently refund the Prior Bonds;
(b) to purchase for deposit to the subaccount in the Reserve Account created for the benefit of
the Bonds a surety bond in an amount equal to the Reserve Requirement for the Bonds; and
(c) pay certain costs of issuing and delivering the Bonds; and
WHEREAS, the City of Winter Springs, Florida (the "Issuer") now desires to approve
the sale of its Bonds pursuant to the Bond Purchase Contract (hereinafter defined) and in
._ _ _ _ __.___ e~ _.,~~__
furtherance thereof, to appoint a Registrar and Paying Agent, to authorize distribution of an
Official Statement in connection with the issuance of the Bonds, to approve the form of the
Escrow Deposit Agreement, and to make certain other determinations concerning the Bonds.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS:
Section 1. Definitions. All words and phrases used herein in capitalized form, unless
otherwise defined herein, shall have the meaning. ascribed to them in the Resolution.
Section 2. Authorization. The sale of $8,870,000 original principal amount of City of
Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 2003, to Stifel,
Nicolaus & Company, Incorporated, Hanifen, Imhoff Division, Gardnyr Michael Capital, Inc.
and William R. Hough & Co. (collectively, the "Underwriter") upon the terms and conditions set
forth in the Bond Purchase Contract (the "Contract") attached hereto as Exhibit "A" and
incorporated by reference is hereby approved. The authorization granted in the resolution to
issue $130,000 of the Bonds that will not be issued is hereby canceled.
Section 3. Negotiated Sale. The City Commission hereby determines that a negotiated
sale of the 2003 Bonds to the Underwriter is in the best interests of the Issuer because of
prevailing market conditions, because delays caused by soliciting competitive bids could
adversely affect the Issuer's ability to issue and deliver the 2003 Bonds at presently favorable
interest rates, and because the nature of the security for the 2003 Bonds and the sources of
payment of debt service on the 2003 Bonds requires the participation of an underwriter in
structuring the Bond issue.
Section 4. Description of Bonds. The 2003 Bonds shall be issued as Serial Bonds and
Term Bonds (all such being Current Interest Bonds) and shall be initially registered pursuant to a
book-entry system in the name of Cede & Co., as nominee of The Depository Trust Company,
and shall bear interest payable on each April 1 and October 1 commencing October 1, 2003 at
the fixed rates per annum, shall mature in the amounts and on the dates and shall be subject to
redemption all as set forth in Exhibit "A" to the Contract. The 2003 Bonds shall be dated July 1,
2003.
Section 5. Preliminary Official Statement and Official Statement. The form and
content of the Preliminary Official Statement dated June 11, 2003, relating to the Bonds attached
hereto as Exhibit "B", is hereby approved. The use of such document by the Underwriter in the
marketing of the 2003 Bonds is hereby ratified. The Mayor and the City Manager are hereby
authorized to execute on behalf of the Issuer an Official Statement relating to the 2003 Bonds, in
substantially the form and content as the Preliminary Official Statement, with such additions,
deletions, and changes thereto, including such additions, deletions and other changes as may be
necessitated by this Resolution and the 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 Underwriter.
Section 6. Form of Bonds. The 2003 Bonds shall be in substantially the form as set
forth in the Resolution, with such additions, deletions and other changes thereto as the officials
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of the Issuer executing the 2003 Bonds shall approve, such approval to be conclusively
evidenced by the execution of the 2003 Bonds (by manual or facsimile signature) by such
officials.
Section 7. Continuing Disclosure Certificate. The form and content of the Continuing
Disclosure Certificate (the "Disclosure Document") relating to the 2003 Bonds attached hereto as
Exhibit "C" is hereby approved. The Mayor and the Clerk are hereby authorized to execute on
behalf of the Issuer the Disclosure Document in substantially the form attached hereto, with such
additions, deletions, and other changes as such officers may approve (such approval to be
conclusively evidenced by their execution of the Disclosure Document).
Section 8. Paying Agent and Registrar. Wachovia Bank, National Association is
hereby appointed to serve as Registrar and Paying Agent for the Bonds.
Section 9. Escrow Deposit Agreement. The form and content of the Escrow Deposit
Agreement (the "Escrow Agreement") pursuant to which certain proceeds of the 2003 Bonds
will be deposited together with other legally available moneys to defease the Prior Bonds in the
form attached hereto as Exhibit "D" is hereby approved. All of the then Outstanding Prior
Bonds maturing after October 1, 2003 are hereby irrevocably called for redemption on
October 1, 2003 at the redemption price of 102% of the principal amount of such Prior Bonds
together with accrued interest to the redemption date. The Mayor and the Clerk are hereby
authorized to execute on behalf of the Issuer the Escrow Deposit Agreement in substantially the
form attached hereto, with such additions, deletions, and other changes as such officers may
approve (such approval to be conclusively evidenced by their execution of the Escrow
Agreement). Wachovia Bank, National Association is hereby appointed to serve as Escrow
Holder pursuant to the Escrow Agreement.
Section 10. Other Actions. The Mayor, the City Manager, the City Attorney, the Clerk,
and the Finance Director (collectively the "Issuer Officers"), and Akerman Senterfitt 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 2003 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 Contract.
Section 11. Approval of Prior Actions. All actions taken to date by the members of the
City Commission and the officers, agents, -and employees of the Issuer in furtherance of the
issuance of the Bonds are hereby approved, confirmed and ratified.
Section 12. Inconsistent Resolutions and Motions. All prior resolutions of the Issuer
inconsistent with the provisions of this Resolution are hereby modified, supplemented and
amended to conform with the provisions herein contained and, except as so modified,
supplemented and amended hereby, shall remain in full force and effect.
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Section 13. Effective Date. This Resolution shall become effective immediately upon
its adoption.
IN WITNESS WHEREOF, this Resolution has been duly adopted this 23rd day of June,
2003.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayo
[SEAT<~]
Appr ed as to form:
City Attorney
ATTEST:
CITY OF WINTER SPRINGS, FLORIDA
Improvement Refunding Revenue Bonds, Series 2003
BOND PURCHASE CONTRACT
THIS IS A BOND PURCHASE CONTRACT, dated [June 23, 2003] (the "Purchase
Contract"), by and between STIFEL, NICOLAUS & COMPANY, INCORPORATED,
HANIFEN IMHOFF DIVISION (the "Representative"), acting on behalf of itself and Gardnyr
Michael Capital, Inc. and William R. Hough & Co. (collectively, including the Representative,
the "Underwriters"), and the CITY OF WINTER SPRINGS, FLORIDA (the "City"). Upon
execution and delivery of this Purchase Contract, it shall be binding upon the City and the
Underwriters. Any capitalized term not conventionally capitalized and not otherwise defined
herein shall have the meaning ascribed thereto in the Bond Resolution or the Official Statement
(as each is defined herein).
SECTION 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon
the basis of the representations and agreements set forth herein, the Underwriters hereby agree to
purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to
the Underwriters for such purpose, all (but not less than all) of the City's $
aggregate principal amount of Improvement Refunding Revenue Bonds, Series 2003 (the "Series
2003 Bonds"). The Series 2003 Bonds shall be issued in such principal amount, shall mature on
such date, shall bear such rate of interest, and shall be subject to redemption, all as set forth in
Exhibit A attached hereto and incorporated herein by this reference.
The purchase price to be paid by the Underwriters to or for the account of the City upon
delivery of the Series 2003 Bonds is $ (the aggregate principal amount of the
Series 2003 Bonds, [plus/less] Net Original Issue [Premium/Discount] of $ ,less
Underwriter's discount of $~, plus accrued interest on the Series 2003 Bonds from the
dated date thereof to the date of the payment for and delivery of the Series 2003 Bonds pursuant
to Section 8 hereof. The time at which such payment, delivery and other actions contemplated
hereby are to take place is hereinafter referred to as the "Closing."
SECTION 2. Official Statement. As soon as practicable after the date hereof, and, in
any event, no later than [ ], 2003, the City shall deliver to the Representative a
sufficient number of printed copies (as reasonably requested by the Underwriters, but not to
exceed 250 copies) of the final Official Statement (including the cover page and appendices
contained therein, the "Official Statement"), dated the date hereof, with respect to the Series
2003 Bonds, executed (manually or conformed) by the City in substantially the form of the
Preliminary Official Statement (as hereinafter defined) with such changes thereto as may be
approved by the Mayor and City Manager and the Representative. Execution thereof by the
Mayor and City Manager shall be deemed conclusive evidence of approval of any such changes.
SECTION 3. The Series 2003 Bonds. The Series 2003 Bonds shall be as described in,
and shall be issued and secured under the provisions of the City Charter and Resolution No. 615,
adopted by the City Commission of the City (the "City Commission") on May 1, 1989, as
C:AWINDOWS\TEMP\ORLDOCS 1000547.DOC
previously amended and supplemented, and as further amended and supplemented by Resolution
No. 2003-28 of the City, duly adopted by the City Commission on June 9, 2003, and as further
supplemented by Resolution No. 2003-30 of the City, duly adopted by the City Commission on
June 23, 2003 (collectively, the "Bond Resolution").
SECTION 4. Disclosure Statement; Security Deposit. The City acknowledges receipt
from the Representative of the disclosure statement of the Underwriters required by Section
218.385(6), Florida Statutes, substantially in the form attached hereto as Exhibit B.
The Representative has delivered to the City herewith a cashier's check in the amount of
$ as a good faith deposit, payable to the City representing approximately 1 % of
the par amount of the Series 2003 Bonds. In the event the City does not accept this offer, such
check shall be immediately returned to the Representative uncashed. If this offer is accepted, the
check will be held uncashed as security for the performance by the Underwriters of their
obligations to purchase, to accept delivery of and to pay for the Series 2003 Bonds at the
Closing. In the event of failure by the City to deliver the Series 2003 Bonds at the Closing, or if
the City shall be unable to satisfy the conditions of the obligations of the Underwriters contained
herein, or if the obligations of the Underwriters shall be terminated for any reason permitted by
this Purchase Contract, the check shall be immediately returned to the Representative uncashed,
and such return shall constitute a full release and discharge of all claims by the Underwriters
arising out of the transactions contemplated hereby. In the event that the Underwriters fail (other
than for reasons permitted hereunder) to accept delivery of and to pay for the Series 2003 Bonds
at the Closing, the check shall be cashed and the proceeds thereof retained by the City as and for
full liquidated damages for such failure and for any defaults hereunder on the part of the
Underwriters, and such retention shall constitute a full release and discharge of all claims by the
City against the Underwriters arising out of the transactions contemplated hereby.
SECTION 5. Public Offering. It shall be a condition to the City's obligations to sell
and to deliver the Series 2003 Bonds to the Underwriters and to the Underwriters' obligations to
accept delivery of and to pay for the Series 2003 Bonds that the entire aggregate principal
amount of the Series 2003 Bonds be issued and delivered by the City at the Closing. The
Underwriters agree to make a bona fide initial public offering of all the Series 2003 Bonds, plus
interest accrued thereon from the dated date of the Series 2003 Bonds. At the Closing, the
Representative shall deliver to the City a certificate prepared by Bond Counsel to the City to the
effect that (i) all of the Series 2003 Bonds have been the subject of an initial offering to the
public as herein provided, provided, however, the Underwriters reserve the right to make
concessions to dealers and to change the initial offering price as the Underwriters shall deem
necessary in connection with the marketing of the Series 2003 Bonds, and (ii) not less than ten
percent (10%) of the Series 2003 Bonds were sold to the public (excluding bond houses, brokers
or similar persons or organizations acting in the capacity of underwriter or wholesalers) at the
initial offering price not greater than the price shown on the cover of the Official Statement. The
Underwriters agree to make such offering in compliance with all applicable federal and state
laws and regulations.
2
SECTION 6. Use of Documents. The City hereby authorizes the use by the
Underwriters in connection with the public offering, sale, and distribution of the Series 2003
Bonds of the following documents:
(a) the Bond Resolution, as maybe amended or supplemented;
(b) the Official Statement (including any supplements or amendments thereto) dated
the date hereof;
(c) the Preliminary Official Statement, dated June 11, 2003 (including any
supplements or amendments thereto) (the "Preliminary Official Statement"); and
(d) any other documents requested by the Underwriters related to the transactions
contemplated in the Official Statement in connection with the authorization, issuance and
delivery of the Series 2003 Bonds to the Underwriters and the public offering and distribution of
the Series 2003 Bonds by the Underwriters on behalf of the City.
SECTION 7. Representations and Agreements. The City hereby represents and
agrees, except as may be set forth otherwise in the Official Statement, as follows:
(a) the City is, and will be at the date of Closing, duly organized and validly existing
as a municipal corporation of the State of Florida (the "State") with the powers and authority set
forth in Chapter 166, Part II, Florida Statutes, the City Charter and other applicable provisions of
law (herein collectively referred to as the "Act");
(b) the City has full legal right, power, and authority to:
(1) issue the Series 2003 Bonds and use the proceeds, together with other
legally available moneys, to (i) currently refund all of the City's outstanding
Improvement Refunding Revenue Bonds, Series 1993 (the "Refunded Bonds") and (ii)
finance the costs of issuance related to the Series 2003 Bonds, including the financial
guaranty insurance policy premium and the Surety Bond premium;
(2) adopt the Bond Resolution and perform its obligations thereunder;
(3) enter into and perform its obligations under this Purchase Contract, the
Continuing Disclosure Undertaking, the Escrow Deposit Agreement and the Bond
Registrar and Paying Agent Agreement with Wachovia Bank, National Association,
Charlotte, North Carolina, as Escrow Holder, Paying Agent and Registrar;
(4) sell, issue and deliver the Series 2003 Bonds to the Underwriters as
provided herein; and
(5) carry out and consummate the transactions contemplated by this Purchase
Contract, Continuing Disclosure Undertaking, the Bond Resolution, the Escrow Deposit
Agreement, the Bond Registrar and Paying Agent Agreement, and the Official Statement;
3
(c) by all necessary official action taken at meetings of the City Commission duly
called and held in accordance with applicable law, at which a quorum was present and acting at
the relevant times, the City has:
(1) approved and adopted the Bond Resolution, which includes the delegation
and authorization for the Mayor, City Manager, City Attorney, Finance Director and
Clerk to take all actions necessary or desirable in connection with the issuance and
delivery of the Series 2003 Bonds and 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 Bond Resolution, and the Official Statement,
including, but not limited to, (i) execution of a certificate deeming "final" the Preliminary
Official Statement, (ii) execution and delivery of this Purchase Contract and the Registrar
and Paying Agent Agreement, and (iii) execution of such documents and instruments
necessary to cause Ambac Assurance to insure the Series 2003 Bonds;
(2) approved the form and content of the Preliminary Official Statement and
authorized its distribution in connection with the offering of the Series 2003 Bonds and
approved the execution, delivery and distribution of the Official Statement in connection
with the delivery of the Series 2003 Bonds;
(3) duly authorized and approved (A) the execution and delivery of, and the
performance by the City of its obligations contained in the Series 2003 Bonds, the Bond
Resolution, the Continuing Disclosure Undertaking, the Escrow Deposit Agreement and
this Purchase Contract, in connection with the issuance of the Series 2003 Bonds and (B)
the consummation by it of all other transactions contemplated to be performed by the
City under this Purchase Contract in connection with the issuance of the Series 2003
Bonds, including the execution of the Continuing Disclosure Undertaking, the Escrow
Deposit Agreement and the Bond Registrar and Paying Agent Agreement;
(d) the City, at the time of Closing, will have performed all of its obligations required
to be performed at or prior to Closing under this Purchase Contract, Bond Registrar and Paying
Agent Agreement, the Continuing Disclosure Undertaking, the Escrow Deposit Agreement and
the Bond Resolution;
(e) the City has complied with, and at the Closing will be in compliance in all
respects with, the terms of the Act, the Bond Resolution, the Continuing Disclosure Undertaking,
the Escrow Deposit Agreement and this Purchase Contract;
(f) the Bond Resolution and this Purchase Contract constitute, and the Continuing
Disclosure Undertaking, the Escrow Deposit Agreement and the Bond Registrar and Paying
Agent Agreement will, when executed, constitute the valid and binding obligations of the City,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law) and subject to the exercise of judicial discretion in appropriate cases;
4
(g) the Series 2003 Bonds, when issued, authenticated and delivered to the
Underwriters in accordance with the Bond Resolution and this Purchase Contract, will constitute
valid and binding obligations of the City, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and subject to the exercise of judicial discretion in
appropriate cases;
(h) with regard to the issuance of the Series 2003 Bonds and the transactions
contemplated in the Official Statement, to the best knowledge of the undersigned, other than as
disclosed in the Official Statement:
(1) the City is not in breach of or default of any material provision of:
(A) any applicable constitutional provision, law or administrative
regulation of the City, the State of Florida or the United States of America, or any
board, commission or agency of any thereof;
(B) any applicable judgment or decree of any court, board,
commission, council or agency of the City, the County of Seminole, the State of
Florida, or the United States of America; or
(C) any loan agreement, indenture, bond, note, resolution, agreement
or other material instrument to which the City is a party or to which the City or
any of its property or assets is otherwise subject, including the Bond Resolution or
this Purchase Contract;
(2) no event has occurred or is continuing which, with the passage of time, the
giving of notice, or both, would constitute a material breach of or event of default under
any such provisions, laws, regulations, judgments, decrees, or instruments;
(3) the execution and delivery of the Series 2003 Bonds, the Continuing
Disclosure Undertaking, the Escrow Deposit Agreement, the Bond Registrar and Paying
Agent Agreement and this Purchase Contract, and the adoption of the Bond Resolution
and compliance with the provisions on the City's part contained therein, will not:
(A) materially conflict with or constitute a material breach of or default
under any constitutional provision, law, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other
material instrument to which the City is a party or to which the City or any of its
property or assets is otherwise subject, or
(B) 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 City or under the terms of any such law, regulation or
5
instrument, except as provided in the Series 2003 Bonds, the Bond Resolution,
and as set forth in the Official Statement; and
(4) no event has occurred or is continuing which, with the passage of time or
the giving of notice, or both, would constitute a default by the parties of any material
provision under any agreement with regard to the issuance of the Series 2003 Bonds or
the undertaking of the transactions contemplated in the Official Statement;
(i) all authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission, which are required for
the due authorization by, or which would constitute a condition precedent to (or the absence of
which would materially adversely affect), the due performance by, the City of its obligations in
connection with the issuance of the Series 2003 Bonds under the Bond Resolution pursuant to
this Purchase Contract (except for such approvals, consents and orders as may be required under
the Blue Sky or securities laws of any state in connection with the offering and sale of the Series
2003 Bonds) have been duly obtained;
(j) the Series 2003 Bonds, when issued, executed and delivered in accordance with
the Bond Resolution and sold to the Underwriters as provided herein, will be validly issued and
outstanding obligations of the City, entitled to the benefits of the Bond Resolution as Additional
Parity Obligations; and upon such issuance, execution and delivery, the Bond Resolution will
provide for the benefit of the Series 2003 Bond owners from time to time a valid and binding
pledge of and lien on the Excise Taxes on a parity and equal status with the Parity Bonds and any
Additional Parity Obligations issued pursuant to the Bond Resolution, subject only to
bankruptcy, insolvency or other laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and subject to the exercise of judicial discretion in appropriate
cases;
(k) the descriptions of the Series 2003 Bonds and the Bond Resolution, contained in
the Official Statement conform in all material respects to the Series 2003 Bonds and the Bond
Resolution;
(1) except as disclosed in the Official Statement, 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 against the City or, to the best knowledge of
the City, threatened against the City:
(1) affecting or seeking to prohibit, restrain or enjoin (A) the sale, issuance or
delivery of the Series 2003 Bonds, (B) the collection of the Excise Taxes pledged to pay
the principal of and interest on the Series 2003 Bonds or (C) the pledge of and lien on the
Excise Taxes created by the Bond Resolution to secure payment of the Series 2003
Bonds;
6
(2) contesting or affecting (A) the adoption, validity, or enforceability of the
Bond Resolution, or (B) the execution, delivery and enforceability of this Purchase
Contract, the Continuing Disclosure Undertaking, the Escrow Deposit A~eement or the
Bond Registrar and Paying Agent Agreement;
(3) contesting the exclusion from gross income for federal income tax
purposes of interest on the Series 2003 Bonds;
(4) contesting the completeness or accuracy of the Official Statement or any
supplement or amendment thereto; or
(5) contesting the existence or powers of the City or its authority (A) to
collect the Franchise Fees, the Public Service Tax or the Local Communication Services
Tax, (B) to adopt, enter into, execute and deliver, and perform its obligations under, as
the case may be, the Bond Resolution, the Continuing Disclosure Undertaking, the
Escrow Deposit Agreement and this Purchase Contract or (C) to issue the Series 2003
Bonds;
(m) the City will furnish such information, execute such instruments and take such
other action not inconsistent with law or the established policy of the City in cooperation with
the Underwriters as the Representative or its legal counsel may reasonably request in order to:
(1) determine the eligibility of the Series 2003 Bonds for investment under the
Blue Sky or other securities laws and regulations of such states and other jurisdictions of
the United States as the Underwriters may designate,
(2) qualify the Series 2003 Bonds for offer and sale under the laws of such
states and other jurisdictions, and
(3) use its best efforts to continue such qualifications in effect so long as
required for the distribution of the Series 2003 Bonds;
provided, however, that the City shall not be required to incur any costs or 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;
(n) at the time of the City's acceptance hereof and (unless an event of the nature
described in paragraph (o) of this Section 7 occurs) at all times subsequent thereto up to and
including the date of the Closing, other than as disclosed in the Official Statement:
(1) the City will not have incurred any long-term debt obligations secured by
the Excise Taxes,
(2) the City will not have suffered any material adverse change in its financial
position,
7
(3) the Official Statement does not and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (except with
respect to information supplied by the Underwriters, as to which no representation or
agreement is made);
(o) if the Official Statement is supplemented or amended, at the time of each
supplement or amendment thereto and (unless subsequently again supplemented or amended
pursuant to such paragraph) at all times subsequent thereto up to and including the date of the
Closing, the Official Statement as so supplemented or amended, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (except with
respect to information supplied by the Underwriters, as to which no representation or agreement
is made);
(p) the City will prepare and submit the information reports concerning the Series
2003 Bonds required by Section 149(e) of the Internal Revenue Code of 1986, as amended, and
any existing or proposed regulations thereunder (the "Code"), by registered mail, return receipt
requested, to the Secretary of the Treasury within the time limit provided in the Code; and
thereafter, the City will prepare and submit or cause to be submitted any supplement to the
information reports which is deemed by Bond Counsel to be necessary or advisable in order to
preserve or restore the status of the Series 2003 Bonds under the Code; and the information
included in the information reports and any supplement thereto will be true and complete for the
purposes for which intended; and
(q) when delivered to and paid for by the Underwriters at the Closing in accordance
with the provisions of this Purchase Contract, the Series 2003 Bonds will have been duly
executed, authenticated and delivered pursuant to the Bond Resolution and will be entitled to the
benefit and security of the Bond Resolution.
SECTION 8. Closing. Not later than at 1:00 p.m., Eastern Time, on [July 9, 2003], or
at such other time as may be mutually agreed upon by the City and the Representative, the City
will, subject to the terms and conditions hereof, deliver the Series 2003 Bonds to The Depository
Trust Company ("DTC") for the order of the Underwriters in definitive form, in the form of a
single certificate payable to "CEDE & Co." as nominee for DTC, duly executed and
authenticated, together with the other documents hereinafter mentioned, and, subject to the terms
and conditions hereof, the Representative, on behalf of the Underwriters, will accept delivery of
and pay the purchase price for the Series 2003 Bonds as set forth in Section 1 hereof in
immediately available funds to the order of the City. Delivery and payment shall be made at
such place as maybe mutually agreed upon by the City and the Representative.
The definitive Series 2003 Bonds shall be typewritten on safety paper and shall be
delivered to DTC at least 48 hours prior to the time set for Closing, or at such other time as may
be mutually agreed to by the City and the Representative.
8
SECTION 9. Closing Conditions. (a) The Underwriters have entered into this
Purchase Contract in reliance upon:
(1) the representations and agreements of the City contained herein;
(2) the representations and agreements to be contained in the documents and
instruments to be delivered at the Closing; and
(3) the performance by the City of its obligations hereunder, both as of the
date hereof and as of the date of the Closing.
(b) Accordingly, the Underwriters' obligations under this Purchase Contract to
purchase, to accept delivery of, and to pay for the Series 2003 Bonds is:
(1) conditioned upon the performance by the City of its obligations to be
performed hereunder and under such documents and instruments at or prior to the
Closing, and
(2) subject to the following additional conditions, which must be satisfied at
or prior to the Closing:
(A) the representations of the City contained herein shall be true,
complete and correct (i) on the date hereof and (ii) on and as of the date of the
Closing, as if made on the date of the Closing;
(B) the Bond Resolution, this Purchase Contract, the Continuing
Disclosure Undertaking, the Escrow Deposit Agreement and the Bond Registrar
and Paying Agent Agreement shall be in full force and effect in accordance with
their respective terms and shall not have been amended, modified or
supplemented; and the Official Statement shall not have been supplemented or
amended, except in any such case as may have been agreed to by the
Representative;
(C) all official actions of the City relating to this Purchase Contract,
the Series 2003 Bonds and the Bond Resolution (i) shall be in full force and effect
in accordance with their respective terms and (ii) shall not have been amended,
modified or supplemented in any material respect, except in each case as may
have been agreed to by the Representative; and
(D) the Underwriter shall have received fully executed originals, or
copies, certified under seal of the official custodian of the records in which such
documents are filed, of each of the following documents:
(i) this Purchase Contract;
9
(ii) the Official Statement and each supplement, amendment or
modification, if any, thereto;
(iii) the Bond Resolution;
(iv) a certificate, dated the date of closing, signed by the Mayor,
the City Manager, or other appropriate City officials satisfactory to the
Representative, Underwriter's Counsel, Disclosure Counsel and Bond
Counsel, to the effect that, to the best of their knowledge:
(a) the representations of the City herein are true and
correct in all material respects as of the date of Closing;
(b) the City has performed all obligations to be
performed hereunder as of the date of Closing;
(c) proceeds from the sale of the Series 2003 Bonds
will be used as contemplated in the Official Statement and the
Bond Resolution;
(d) since September 30, 2002, no material adverse
change has occurred in the financial position or results of
operations of the City except as set forth in or contemplated by the
Official Statement;
(e) the City has not, since September 30, 2002, incurred
any material liabilities other than in the ordinary course of
business, or as disclosed in the Official Statement; and
(f) 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 (except with respect to information provided
by the Underwriters, DTC or Ambac Assurance as to which no
representation need be made);
(v) a certificate (herein sometimes referred to as the "Tax
Compliance Certificate") of the City executed by the Mayor, the City
Manager, or other appropriate Issuer Officers satisfactory to Bond
Counsel, dated as of the date of Closing, setting forth facts, estimates and
circumstances concerning the use or application of the proceeds of the
Series 2003 Bonds, and stating in effect that on the basis of such facts,
estimates and circumstances in existence on the date of Closing, that the
10
Series 2003 Bonds are Bank Qualified and it is not expected that the
proceeds of the Series 2003 Bonds will be used in a manner that would
cause the Series 2003 Bonds to be "arbitrage bonds" within the meaning
of Section 148 of the Code;
(vi) a certificate executed by an authorized officer of Wachovia
Bank, National Association, Charlotte, North Carolina (the "Bank"), as the
Escrow Holder and as the Bond Registrar and Paying Agent to the effect
that:
(a) the Bank is a national banking association duly
organized and validly existing under the laws of the United States
of America and is duly authorized to exercise trust powers in the
State of Florida;
(b) the Bank has all requisite authority, power, licenses,
permits and franchises, and has full corporate power and legal
authority to perform its functions under the Bond Resolution, the
Escrow Deposit Agreement and the Bond Registrar and Paying
Agent Agreement;
(c) the performance by the Bank of its functions under
the Bond Resolution, the Escrow Deposit Agreement and the
Bonds Registrar and Paying Agent Agreement will not result in
any violation of the Articles of Association or Bylaws of the Bank,
any court order to which the Bank is subject or any agreement,
indenture or other obligation or instrument to which the Bank is a
party or by which the Bank is bound, and no approval or other
action by any governmental authority or agency having
supervisory authority over the Bank is required to be obtained by
the Bank in order for the Bank to perform its functions under the
Bond Resolution and the Bond Registrar and Paying Agent
Agreement; and
(d) to the best of such authorized representative's
knowledge, there is no action, suit, proceeding or investigation at
law or in equity before any court, public board or body pending or,
to their knowledge, threatened against or affecting the Bank
wherein an unfavorable decision, ruling or finding on an issue
raised by any party thereto is likely to materially and adversely
affect the ability of the Bank to perform its obligations under the
Bond Resolution, the Escrow Deposit Agreement and the Bond
Registrar and Paying Agent Agreement;
11
(vii) an approving opinion of Akerman Senterfitt, Orlando,
Florida, serving as Bond Counsel to the City, relating to the Series 2003
Bonds, dated the date of the Closing and addressed to the City and the
Underwriters, in substantially the form included in the Official Statement
as Appendix E;
(viii) an opinion of Akerman Senterfitt, Orlando, Florida, serving
as Bond Counsel to the City, dated the date of the Closing and addressed
to the City and the Underwriters, to the effect that:
(a) the Series 2003 Bonds are not subject to the
registration requirements of the Securities Act of 1933, as
amended, and the Bond Resolution and the Bond Registrar and
Paying Agent Agreement are exempt from qualification pursuant
to the Trust Indenture Act of 1939, as amended;
(b) as Bond Counsel, they have reviewed the statements
contained in the Official Statement under the captions
"SUMMARY STATEMENT," "INTRODUCTION," "PURPOSE
OF THE SERIES 2003 BONDS," "THE SERIES 2003 BONDS"
(other than the information under the caption " -Book-Entry Only
System"), "SECURITY FOR THE SERIES 2003 BONDS,"
"PUBLIC SERVICE TAX," "LOCAL COMMUNICATION
SERVICES TAX," and "FRANCHISE FEES," and on the cover
page thereof relating to their opinion and therein under the heading
"TAX MATTERS," including Tax Treatment of Original Issue
Discount;
(c) the information on the cover page and in
"APPENDIX E - FORM OF BOND COUNSEL OPINION"
relating to their opinion and under the heading "TAX MATTERS,"
including Tax Treatment of Original Issue Discount is accurately
and fairly presented;
(ix) an opinion of Akerman Senterfitt, Orlando, Florida, serving
as Disclosure Counsel, dated the date of Closing and addressed to the City
and the Underwriters, to the effect that:
(a) as Disclosure Counsel, based upon their
participation in the preparation of the Official Statement, and
without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in
the Official Statement, as of the date of the Closing, nothing has
come to their attention causing them to believe that (A) the Official
Statement as of its date contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading
12
(except for the financial information and statistical data contained
in the Official Statement or in the Appendices thereto, as to all of
which no view need be expressed), or (B) the Official Statement
(as supplemented or amended, if applicable) as of the date of the
Closing contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading (except as aforesaid); and
(b) the Official Statement has been duly authorized,
executed and delivered by the City.
(x) an opinion of Akerman Senterfitt, Orlando, Florida, dated
the date of Closing and addressed to the Underwriters to the effect that the
foregoing opinions referred to in paragraph (vii) above and addressed to
the City, may be relied upon by the Underwriter to the same extent as if
such opinions were addressed to the Underwriter;
(xi) an opinion of Anthony A. Garganese of Brown, Salzman,
Weiss &Garganese, P.A., Orlando, Florida, as the City Attorney, dated
the date of Closing, and addressed to the City, the Underwriter, Disclosure
Counsel and Bond Counsel to the effect that:
(a) the City is a duly existing municipal corporation of
the State of Florida and has and had good right and lawful
authority under the Constitution and laws of the State and the City
Charter to enact the Bond Resolution and to authorize and issue the
Series 2003 Bonds;
(b) this Purchase Contract and the Escrow Deposit
Agreement have been duly authorized, executed and delivered by
the City and, assuming due authorization, execution and delivery
thereof by the other parties thereto, each constitutes the binding
agreement of the City, enforceable in accordance with its terms,
except that the binding effect and enforceability are subject to
bankruptcy laws and other laws affecting creditors' rights and to
the exercise of judicial discretion;
(c) to the best of his knowledge, the information in the
Official Statement under the captions "THE CITY,"
"LITIGATION," "LEGAL MATTERS," and statements of fact
under the captions "CONTINUING DISCLOSURE" and
"DISCLOSURE REQUIRED BY FLORIDA BLUE SKY
REGULATIONS," are correct in all material respects and do not
omit any statement which, in his opinion, should be included or
referred to therein in order to make the statements made therein, in
light of the circumstances under which they were made, not
misleading;
13
(d) based upon his review of the Official Statement and
without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in
the Official Statement, as of the date of the Closing, nothing has
come to his attention which would lead him to believe that the
Official Statement when taken as a whole, contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading
(except for the financial information and statistical data contained
in the Official Statement or in the Appendices thereto, as to all of
which no view need be expressed);
(e) to the best of his knowledge and except as disclosed
in the Official Statement, the City is not in material breach of or
material default under any applicable constitutional provision, law
or administrative regulation of the State or the United States or any
applicable judgnnent or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other material instrument to
which the City is a party or to which the City or any of its property
or assets is otherwise subject, including the Bond Resolution,
which would have a material, adverse impact on the City's ability
to perform its obligations under the Bond Resolution, and no event
has occurred and is continuing which, with the passage of time or
the giving of notice, or both, would constitute a default or event of
default on the part of the City or the other parties thereto under any
such instruments;
(f) to the best of his knowledge, adoption of the Bond
Resolution, the execution and delivery of the Series 2003 Bonds
and this Purchase Contract, and compliance with the provisions on
the City's part contained therein and herein, will not conflict with
or constitute a breach of or default under any judgment, decree,
loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the City is a party or to which the City or
any of its property or assets is otherwise subject, nor will any such
execution, delivery, adoption 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 City or under the terms of any such instrument, except
as expressly provided in the Series 2003 Bonds and the Bond
Resolution;
(g) except as disclosed in the Official Statement, 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, to the best of his knowledge, threatened against
14
or affecting the City, nor to the best of his knowledge is there any
basis for such action, suit, proceeding, inquiry or investigation,
wherein an unfavorable decision, ruling or finding would have a
materially adverse effect upon the transactions contemplated by
this Purchase Contract and the Official Statement or the validity of
the Series 2003 Bonds, and the Bond Resolution; and
(h) the Bond Resolution has been duly and lawfully
enacted and is in full force and effect, and constitutes valid and
binding obligation of the City, enforceable in accordance with its
terms, except that the binding effect and enforceability are subject
to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, readjustment of debt and other laws in effect from time
to time affecting the rights of creditors generally and except to the
extent that enforceability thereof may be limited by the application
of principles of equity;
(xii) evidence satisfactory to the Representative that (a) the
Series 2003 Bonds have received ratings of AAA from both Standard &
Poor's Rating Service, a division of The McGraw -Hill Companies, Inc.
("S&P") and Fitch Ratings, Inc. ("Fitch") based on the financial guaranty
insurance policy issued by Ambac Assurance and that such ratings are in
effect at Closing and (b) the Series 2003 Bonds have received underlying
ratings of [~, respectively, from S&P and Fitch and that such
ratings are in effect at Closing;
(xiii) consent letter from the City's auditors regarding the use of
the City's audited financial statements in the Preliminary Official
Statement and Official Statement; and
(xiv) such additional legal opinions, certificates, instruments and
other documents as the Representative may reasonably request to evidence
the truth and accuracy, as of the date hereof and as of the date of the
Closing, of the City's representations contained herein and of the
statements and information contained in the Official Statement and the due
performance or satisfaction by the City on or prior to the date of Closing
of all the agreements then to be performed and conditions then to be
satisfied by it.
All the opinions, letters, certificates, instruments and other documents mentioned above
or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance as set forth herein.
Opinions concerning the validity, binding effect and enforceability of the various
agreements referred to above will in each case be deemed to assume and be premised upon the
fact that the validity, binding effect and enforceability of the agreement referred to therein may
be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the
15
enforcement of creditors' rights and remedies generally and (b) the unavailability of or limitation
on the availability of, a particular right or remedy, (whether in a proceeding in equity or at law)
because of an equitable principle.
SECTION 10. Truth in Bonding Statement. The City is proposing to issue
$ of debt or obligations for the purpose of providing funds, together with other
legally available moneys, to (i) currently refund all of the City's outstanding Improvement
Refunding Revenue Bonds, Series 1993 and (ii) finance the costs of issuance related to the Series
2003 Bonds, including the financial guaranty insurance policy premium and the Surety Bond
premium.
This debt or obligation is expected to be repaid within approximately years from
proceeds of the Franchise Fees, the Public Service Tax and the Local Communication Services
Tax, with a final maturity date of , 20 At the interest rates shown on the cover
page of the Official Statement, dated , 2003, total interest paid over the life of
the debt or obligation will be $
The Series 2003 Bonds are payable from and secured by a first lien upon and pledge of
the franchise fees levied and collected by the City from Florida Power Corporation for a period
of thirty years from April 1, 1984 (the "Franchise Fees"), the public service tax levied and
collected by the City on purchases of electricity, metered or bottled gas and water service within
the corporate limits of the City pursuant to Section 166.231, Florida Statutes and an ordinance
duly enacted by the City Commission on March 27, 1989, as amended and supplemented (the
"Public Service Tax") and the tax imposed by the City or communication services pursuant to
Section 202.19, Florida Statutes (the "Local Communication Services Tax," collectively with the
Franchise Fees and the Public Service Tax, the "Excise Taxes").
The current franchise with Florida Power Corporation expires prior to the final maturity
of the Series 2003 Bonds. The lien of the Series 2003 Bonds on the Excise Taxes is on a parity
with the lien thereon of the City's outstanding Improvement Refunding Revenue Bonds, Series
1999 (the "Parity Bonds").
The authorization of this debt or obligation will result in an average of approximately
$ of Excise Taxes not being available to the City to finance other projects or
services each year for approximately () years.
SECTION ll. Termination. (a) If the City shall be unable to satisfy the conditions to
the obligation of the Underwriters to purchase, to accept delivery of and to pay for the Series
2003 Bonds contained in this Purchase Contract, or if the obligation of the Underwriters to
purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be terminated for any
reason permitted by this Purchase Contract, then this Purchase Contract shall terminate and
neither the Underwriters nor the City shall be under any further obligation hereunder, except that
the respective obligations of the City and the Underwriters set forth in Section 12 hereof shall
continue in full force and effect.
16
(b) The Representative, on behalf of the Underwriters, shall have the right to
terminate the obligation of the Underwriters under this Purchase Contract to purchase, to accept
delivery of, and to pay for the Series 2003 Bonds by notifying the City of its election to do so if,
after the execution hereof and prior to the Closing,
(1) the marketability of the Series 2003 Bonds or the market price thereof, in
the opinion of the Representative, has been materially adversely affected by an
amendment to the Constitution of the United States or by any legislation (A) adopted by
the United States, (B) recommended to the Congress for passage by the President of the
United States, or (C) favorably reported for passage to either house of the Congress by
any committee of such house to which such legislation has been referred for
consideration, or by any decision of any court of the United States or by any ruling or
regulation (final, temporary or proposed) on behalf of the Treasury Department of the
United States, the Internal Revenue Service or any other authority of the United States
affecting the federal income tax status of the City, its property or income, or the interest
on its bonds (including the Series 2003 Bonds);
(2) in the Representative's judgment, the marketability of the Series 2003
Bonds or the market price of the Series 2003 Bonds is materially adversely affected
because of (a) war involving the United States of America having been declared or there
having occurred any conflict involving the armed forces of the United States of America
or (b) any other national emergency (including events arising out of acts of terrorism) or
international calamity having occurred (economic or otherwise);
(3) there shall have occurred the declaration of a general banking moratorium
by any authority of the United States or the states of New York or Florida and such action
will, in the opinion of the Representative, materially adversely affect the marketability of
the Series 2003 Bonds or the market price thereof;
(4) an event shall have occurred which, in the opinion of the Representative,
requires the preparation and publication of a supplement or amendment to the Official
Statement and such action will, in the opinion of the Representative, materially adversely
affect the marketability of the Series 2003 Bonds or the market price thereof;
(5) there has been an adverse change of a material nature in the financial
position, results of operations or condition, financial or otherwise, of the City, in either
case other than in the ordinary course of its business and such action will, in the opinion
of the Representative, materially adversely affect the marketability of the Series 2003
Bonds or the market price thereof;
(6) between the date hereof and the Closing, legislation shall be adopted or
any action shall be taken by the Securities and Exchange Commission which, in the
opinion of the Representative, has the effect of requiring the contemplated distribution of
the Series 2003 Bonds to be registered under the Securities Act of 1933, as amended, or
of requiring the Bond Resolution to be qualified under the Trust Indenture Act of 1939;
17
(7) 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 adopted, with the purpose
or effect of prohibiting the issuance, offering or sale of the Series 2003 Bonds as
contemplated hereby or by the Official Statement or prohibiting the performance by the
City of its obligations under this Purchase Contract or the Bond Resolution;
(8) the State of Florida shall take any action, or threaten to take any action,
which shall question the existence or powers of the City to issue the Series 2003 Bonds.
SECTION 12. Expenses. (a) The Underwriters shall be under no obligation to pay, and
the City shall pay all expenses incident to the performance of the City's obligations hereunder
including, but not limited to: (i) the cost of preparation, printing and delivery of all of the
documents referred to in Section 9 hereof including, but not limited to, the Preliminary Official
Statement and the Official Statement, but excluding the items set forth in paragraph (b) below;
(ii) the cost of preparation and printing of the Series 2003 Bonds; (iii) the fees and disbursements
of Akerman Senterfitt, as Bond Counsel and as Disclosure Counsel; and Anthony A. Garganese
of Brown, Salzman, Weiss &Garganese, P.A., as City Attorney; (iv) the fees of the Bond
Registrar and Paying Agent, Escrow Holder, verification agent and the City's auditor; (v) the fees
of the bond insurer, reserve surety policy provider and the rating agencies; (vi) the Underwriter's
reasonable out-of-pocket expenses, travel expenses, communications/shipping costs, and
expenses related to obtaining bond insurance and ratings (including computer, travel and other
expenses related thereto), and any expenses from assisting with pre-closing and closing
(including costs related to local tombstone advertising as may be requested by the City); (vii) the
fees and expenses of any other engineers, accountants, attorneys, and other experts, consultants
or advisors retained or utilized by the City in connection with the issuance of the Series 2003
Bonds, including the preparation thereof; (viii) the costs of reproducing all necessary copies of
any of the Bond Documents; and (ix) all travel and other out-of-pocket expenses of the City's
staff and officials as incurred in connection with the Closing, all such expenses to be paid by the
City as issuance costs. In the event and to the extent that the Underwriters have incurred any of
the foregoing costs or expenses, the City shall reimburse the Underwriters by issuing a check at
Closing to the Representative upon presentation of an invoice.
(b) the Underwriters shall pay expenses related to the initial purchase and sale of the
Series 2003 Bonds as follows: (i) all advertising expenses (excluding the local tombstone
advertisement mentioned in Section 12(a)(vi) above); (ii) the cost of preparation and printing the
blue sky and legal investment surveys with respect to the Series 2003 Bonds, if any; and (iii) all
other expenses incurred by them in connection with the public offering of the Series 2003 Bonds
other than those noted in Section 12(a)(vi) above.
SECTION 13. Notices. Any notice or other communication to be given to the City
under this Purchase Contract may be given by delivering the same in writing to the City Manager
of the City of Winter Springs, Florida, at City Hall, 1126 East State Road 434, Winter Springs,
Florida 32708 and any notice or other communication to be given to the Underwriters under this
Purchase Contract may be given by delivering the same in writing to the Representative Stifel,
Nicolaus and Company, Incorporated, Hanifen Imhoff Division, 1560 North Orange Avenue,
Suite 210, Winter Park, Florida 32789 Attention: Senior Vice President.
18
SECTION 14. Parties in Interest. This Purchase Contract is made solely for the
benefit of the City and the Underwriters (including the successors or assigns of the Underwriters)
and no other person shall acquire or have any right hereunder or by virtue hereof. All of the
City's representations and agreements contained in Section 7 of this Purchase Contract shall
remain operative and in full force and effect, regardless of: (a) any investigations made by or on
behalf of the Underwriters; (b) delivery of and payment for the Series 2003 Bonds pursuant to
this Purchase Contract; and (c) any termination of this Purchase Contract.
SECTION 15. Effectiveness. This Purchase Contract shall become effective upon the
acceptance hereof by the City and the execution by the Representative and by the designated
City officials and shall be valid and enforceable at the time of such execution.
SECTION 16. Applicable Law. This Contract shall be construed under the laws of the
State of Florida applicable thereto and venue in any action hereunder shall be in Seminole
County, Florida.
SECTION 17. Headings. The headings of the sections of this Purchase Contract are
inserted for convenience only and shall not be deemed to be a part hereof.
SECTION 18. Execution in Counterparts. This Purchase Contract may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
SECTION 19. Severability. The invalidity or unenforceability of any provision of this
Purchase Contract shall not affect the validity or enforceability of the balance of this Purchase
Contract.
SECTION 20. Waiver or Modification. No waiver or modification of any one or
more of the terms and conditions of this Purchase Contract shall be valid unless in writing and
signed by the party or parties making such waiver or agreeing to such modification.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
19
IN WITNESS WHEREOF, the undersigned hereby agree to the terms and provisions of
this Purchase Contract all as of the day and year first above written.
STIFEL, NICOLAUS AND COMPANY, INCORPORATED,
HANIFEN IMHOFF DIVISION
By:
Gary Akers
Senior Vice President
Accepted as of the dated first mentioned above:
CITY OF WINTER SPRINGS, FLORIDA
By:
Ronald McLemore
City Manager
ATTEST:
City Clerk
(SEAL)
APPPROVED AS TO FORM AND EXECUTION
Dated this day of , 2003.
Anthony A. Garganese, City Attorney
Brown, Salzman, Weiss &Garganese, P.A.
10170547v3<ORLDOCS>
20
EXHIBIT A
NAME: City of Winter Springs, Florida
Improvement Refunding Revenue Bonds, Series 2003
PRINCIPAL AMOUNT: $ .00
DATED DATE: July 1, 2003
INTEREST RATES: See Attached Bond Pricing Schedule
INTEREST PAYABLE: $ .00
DENOMINATIONS: $5,000.00
FINAL MATURITY DATE: , 20
REDEMPTION PROVISIONS:
Optional Redemption
The Series 2003 Bonds maturing on or after October 1, ,are subject to optional redemption
prior to their maturities on or after October 1, , at the option of the City in whole or in part at any
time, in such manner as shall be determined by the City and by lot within a maturity if less than a full
maturity from any legally available moneys at a redemption price (expressed as a percentage of the
principal amount to be redeemed) as set forth in the following table, together with accrued interest to the
redemption date.
Period During Which Redeemed Redemption Price
(Both Dates Inclusive)
October 1, through September 30, 101
October 1, and thereafter 100%
Mandatory Redemption
The Series 2003 Bonds maturing on October 1, are subject to mandatory redemption prior to
maturity in part by lot on October 1, and on each October 1 thereafter, at a redemption price equal to
the principal amount thereof and accrued interest thereon to the date fixed for redemption, without
premium from Amortization Installments through operation of the Redemption Account, as follows:
Year Amortization Installment
A-1
Bond Pricing Schedule
City of Winter Springs, Florida
Improvement Refunding Revenue Bonds, Series 2003
Maturity
Date Amount Rate Yield Price
10/1 /2004 0.000% 0.000% 100.000
10/1 /2005 0.000% 0.000% 100.000
10/1 /2006 0.000% 0.000% 100.000
10/1 /2007 0.000% 0.000% 100.000
10/1 /2008 0.000% 0.000% 100.000
10/1 /2009 0.000% 0.000% 100.000
10/1 /2010 0.000% 0.000% 100.000
10/1 /2011 0.000% 0.000% 100.000
10/1 /2012 0.000% 0.000% 100.000
10/1 /2013 0.000% 0.000% 100.000
10/1 /2014 0.000% 0.000% 100.000
10/1 /2015 0.000% 0.000% 100.000
10/1 /2016 0.000% 0.000% 100.000
10/1 /2017 0.000% 0.000% 100.000
10/1 /2018 0.000% 0.000% 100.000
10/1 /2019
10/1 /2020
10/1 /2021
10/1 /2022
10/1 /2023
0
A-2
EXHIBIT B
Disclosure Statement
2003
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, Florida 32708
Re: $ City of Winter Springs, Florida
Improvement Refunding Revenue Bonds, Series 2003
Ladies and Gentlemen:
In connection with the proposed issuance by City of Winter Springs, Florida (the "City)
of $ .00 original aggregate principal amount of its Improvement Refunding
Revenue Bonds, Series 2003, referred to above (the "Series 2003 Bonds"), Stifel, Nicolaus and
Company, Incorporated, Hanifen Imhoff Division, Winter Park, Florida (the "Representative"),
acting for itself and on behalf of Gardnyr Michael Capital, Inc. and William R. Hough & Co.
(collectively, including the Representative, the "Underwriters") is underwriting a public offering
of the Series 2003 Bonds. Arrangements for underwriting the Series 2003 Bonds will include a
Bond Purchase Contract (the "Purchase Contract") between the City and the Underwriters, which
will embody the terms in respect thereof.
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Florida Statutes, certain information with respect to the arrangements contemplated for the
underwriting of the Series 2003 Bonds as follows:
(A) The nature and estimated amounts of expenses to be incurred by the Underwriter
in connection with the purchase and reoffering of the Series 2003 Bonds are as set forth in
Schedule I attached hereto.
(B) There are no "finders" as defined in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Series 2003 Bonds.
(C) Subject to the outcome of negotiations of the terms of the Purchase Contract and
to the successful sale by the Underwriters of all the Series 2003 Bonds at the initial public
offering price, it is our expectation that based on current market conditions, the underwriting
spread (i.e., the difference between the price at which the Series 2003 Bonds will be initially
offered to the public by the Underwriters and the price to be paid to the City for the Series 2003
Bonds, exclusive of original issue discount and accrued interest in both cases) will be $ per
$1,000 par value of the principal amount of the Series 2003 Bonds.
B-1
(D) Based on and as part of the estimated underwriting spread set forth in paragraph
(C) above, the Underwriters will charge a management fee of % of the principal amount of
the Series 2003 Bonds.
(E) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issue of the Series 2003 Bonds, to any person not regularly
employed or retained by the Underwriters (including any "finder" as defined in Section
218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by
the Underwriters in the Purchase Contract, as set forth in Paragraph (A) above.
(F) The City is proposing to issue the Series 2003 Bonds for the purpose of providing
funds, together with other legally available moneys, to (i) currently refund all of the City's
outstanding Improvement Refunding Revenue Bonds, Series 1993 and (iii) finance the costs of
issuance related to the Series 2003 Bonds, including the financial guaranty insurance policy
premium and the Surety Bond premium. The Series 2003 Bonds are expected to be repaid over a
period of approximately (~ years. At a true interest cost of %, the
total interest paid over the life of the Series 2003 Bonds will be $ .00.
The source of repayment or security for the Series 2003 Bonds is limited solely to the
Excise Taxes. The authorization of this debt or obligation will result in an average of
$ of Excise Taxes not being available to the City to finance other projects or services
each year for approximately (__) years.
(G) The name and address of the Representative is:
Stifel, Nicolaus and Company, Incorporated,
Hanifen Imhoff Division
1560 North Orange Avenue
Suite 210
Winter Park, Florida 32789
We understand that you do not require any further disclosure from the Underwriter,
pursuant to Section 218.385(6), Florida Statutes.
Very truly yours,
B y:
STIFEL, NICOLAUS AND COMPANY, INCORPORATED,
HANIFEN IMHOFF DIVISION
Gary Akers
Senior Vice President
B-2
City of Winter Springs, Florida
Schedule I
to Exhibit B
Underwriter's Estimated Expenses (1)
Expenses
Fed Funds
Day Loan/Capital Charge
CUSIP, DTC, PSA
Dalcomp
Underwriter's Counsel
Computer
Courier/Communication/Telefax
Travel & Misc.
Total
(1) Based on issue size of $
Dollar
Amount
$0.00
$0.00
$0.00
$0,000.00
$0, 000.00
$0.00
$0.00
$0.00
$0,000.00
B-3
c~ _.
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and
delivered by THE CITY OF WINTER SPRINGS, FLORIDA (the "City" or the "Issuer"), in
connection with the issuance of its $ Improvement Refunding Revenue Bonds,
Series 2003 (the "Bonds").
WITNESSETH:
WHEREAS, the Bonds are being issued pursuant to Resolution No. 615 as amended and
supplemented (collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the
City; and
WHEREAS, the City now desires to enter into this Certificate with respect to the
Disclosure Rule;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated
herein by this reference. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Resolution.
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to,
and as described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Bonds for federal income tax
purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which
the New York Stock Exchange is closed.
"Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities
and Exchange Commission under the authority of the Securities Exchange Act of 1934,
as the same may be amended or officially interpreted by the Securities and Exchange
Commission from time to time.
~OR61 1334;2}
"Dissemination Agent" shall mean the City or any successor Dissemination Agent
designated in writing by the City and which has tiled with the City written acceptance of
such designation.
"Fiscal Year" shall mean the period commencing on October 1 and ending on
September 30 of the next succeeding year, or such other period of time provided by
applicable law.
"Listed Events" shall mean any of the events listed in Section 5(a) hereof.
"National Repository" shall mean any Nationally Recognized Municipal
Securities Information Repository for purposes of the Disclosure Rule. Currently, the
following are National Repositories:
Bloomberg Municipal Repository
101 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
Email: Munis@Bloomberg.com
Standard & Poor's J.J. Kenny Repository
55 Water Street 45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Email: nrmsir_repository@sandp.com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390
(Secondary Market Information)
Fax: (212) 771-7391
(Primary Market Information)
Email: NRMSIR@FTID.com
DPC Data, Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
Email: nrmsir@dpcdata.com
A list of the names and addresses of all designated NRMSIRs as of any date may
currently be obtained by calling the Securities and Exchange Commission (SEC) Fax on
Demand Service at (202) 942-8088 and requesting document number 0206.
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s),
other than the bond insurer for the Bonds (the "Bond Insurer"), who either generally or
through an enterprise fund or account of such persons are committed by contract or other
arrangement to support payment of all or a part of the obligations on such Bonds, which
person is the City.
-2-
{OR61 1334;2}
"Participating Underwriter" shall mean the original underwriters of the Bonds that
are required to comply with the Disclosure Rule in connection with the offering of such
Bonds.
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity
designated by the State of Florida as a state repository for the purpose of the Disclosure
Rule and recognized as such by the Securities and Exchange Commission. As of this
date, no such designation has been made by the State of Florida.
3. Provision of Annual Reports.
(a) Not later than March 31 of each year commencing March 31, 2004, the
City shall provide an Annual Report consistent with the requirements of Section 4 below to each
Repository and to the Bond Insurer. The Annual Report may be submitted as a single document
or as separate documents comprising a package; provided that the City's annual audited financial
statements (the "Audit") may be submitted separately from the balance of the Annual Report and
later than the date required above for the filing of the Annual Report if they are not available by
that date provided in such event unaudited financial statements shall be delivered in a format
similar to the audited financial statements contained in the final Official Statement dated
2003 (the "Official Statement"), and the audited financial statements shall be
filed in the same manner as the Annual Report when they become available. If the City's Fiscal
Year changes, the City shall give notice of such change in the same manner as for a Listed Event
under Section 5.
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a)
above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the
Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to (i) each National Repository or the
Municipal Securities Rulemaking Board, and (ii) the State Repository in substantially the form
attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the
Annual Report the name and address of each National Repository and the State
Repository, if any; and
(ii) if the Dissemination Agent is other than the Issuer, file a
report with the Issuer certifying that the Annual Report has been provided
pursuant to this Disclosure Certificate, stating the date it was provided and listing
all the Repositories to which it was provided.
-3-
{OR61 1334;2 }
4. Contents of Annual Report. The Annual Report shall contain or incorporate by
reference the following:
(a) The Audit for the immediately preceding Fiscal Year, prepared in
accordance with generally accepted accounting principles applicable to operations of the City, as
same may be modified from time to time by Florida statutory requirements and the governmental
accounting standards promulgated by the Government Accounting Standards Board.
(b) an update of the financial information and operating data for the most
recent fiscal year contained in the Official Statement under the following caption or sub-caption:
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THE SERIES 2003 BONDS AND THE PARITY BONDS
HISTORICAL PUBLIC SERVICE TAX
The information provided under Section 4(b) may be included by specific reference to
other documents, including official statements of debt issues of the Issuer or related public
entities, which have been submitted to each of the Repositories or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify
each such other document so included by reference.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to
be given, notice of the occurrence of any of the following Listed Events with respect to the
Bonds, if material:
(i) Delinquency in payment when due of principal or interest
on the Bonds;
(ii) Non-payment related defaults;
(iii) Amendment to the Resolution modifying the rights of the
Holders of the Bonds;
(iv) Optional, contingent or unscheduled prepayment of the
Bonds;
(v) Defeasance of the Bonds or any portion thereof;
(vi) Any change in any rating of the Bonds;
-4-
{OR61 1334;2}
(vii) Adverse tax opinions or events adversely affecting the tax-
exempt status of the interest on the Bonds;
(viii) Any unscheduled draw on the reserve account for the
Bonds reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by
the Bond Issuer reflecting financial difficulties;
(x) Any substitution of the Bond Insurer or any failure of the
Bond Insurer to perform on its insurance policy; and
(xi) The release, substitution, or sale of any property securing
repayment of the Bonds or any portion thereof.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event,
the City shall, as soon as possible, determine if such event would be material under applicable
federal securities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii),
(viii), (ix) or (x) shall always be deemed to be material.
(c) If the City has determined that knowledge of the occurrence of a Listed
Event would be material under applicable federal securities laws, the City shall promptly report
the occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under
applicable federal securities laws, the City shall file a notice of such occurrence with the
Municipal Securities Rulemaking Board or each National Repository and the State Repository,
and send a copy thereof to the Bond Insurer. Each such notice shall be captioned "Material
Event Notice" and shall prominently state the date, title and CUSIP numbers of the Bonds to
which it relates.
6. Termination of Reporting Obli atg ions. The obligations of the City hereunder
shall terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding
Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule
by legislative, judicial or administrative action. If such termination occurs prior to the final
maturity of the Bonds, the City shall give notice of such termination in the same manner as for a
Listed Event under Section 5(d).
7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent other than itself to assist it in carrying out its obligations hereunder and
may discharge any such Dissemination Agent with or without appointing a successor
Dissemination Agent.
8. Obligated Persons. The Obligated Person with respect to the Bonds shall be the
City.
-5-
{OR61 1334;2 }
r
9. Default. In the event of a failure of the City or the Dissemination Agent to
comply with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding
Bonds may take such actions as maybe necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the City or the Dissemination Agent, as the case
may be, to comply with its obligations under this Certificate. Notwithstanding any other
provision of the Resolution to the contrary, failure of the City or the Dissemination Agent to
comply with the requirements of this Certificate shall not be considered an event of default under
the Resolution, and the sole remedy under this Certificate in the event of any failure of the City
or Dissemination Agent to comply with the provisions of this Certificate shall be an action to
compel performance.
10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and
the Dissemination Agent may amend the provisions of this Certificate without consent of the
Holders or Beneficial Owners of Bonds and any provision of this Certificate may be waived
provided the undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Disclosure
Rule at the time of the original issuance of the Bonds, after taking into account any amendments
or interpretations of the Disclosure Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or, in the case
of a change of accounting principles, on the presentation) of financial information or operating
data being presented by the City. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements: (i) notice of such change shall be
given in the same manner as for a Listed Event under Section 5(d); and (ii) the Annual Report for
the year in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
11. Additional Information. Nothing herein shall be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this
Certificate or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by
this Certificate. If the City chooses to include any information in an Annual Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Certificate,
the City shall have no obligation to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
12. Purpose of this Certificate. This Certificate constitutes the written undertaking for
the benefit of the Holders and Beneficial Owners of the Bonds required by Section (b)(5)(i) of
the Disclosure Rule.
-6-
{OR61 1334;2}
13. Beneficiaries. The covenants contained herein shall inure solely to the benefit of
the City, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial
Owners from time to time of the Bonds and shall create no rights in any other person or entity.
14. Governin Lgaw_. This Certificate shall be governed by the laws of the State of
Florida and Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
day of July, 2003.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
-7-
{OR61 13342}
EXHIBIT "A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Winter Springs, Florida
Name of Bond Issue: Improvement Refunding Revenue Bonds, Series 2003
(the "Bonds")
Date of Issuance: July , 2003
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to
the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate.
The City anticipates that the Annual Report will be filed by
CITY OF WINTER SPRINGS, FLORIDA
By: _
Name:
Title:
Dated:
-8-
{OR61 1334;2}
`._ ___~
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of July 9, 2003, by and between the
City of Winter Springs, Florida (the "City"), a duly constituted and existing municipal
corporation of the State of Florida, and Wachovia Bank, National Association (the "Escrow
Trustee"}, a national banking association organized and existing under the laws of the United
States of America, as escrow trustee hereunder.
WHEREAS, the City has previously issued its Improvement Refunding Revenue Bonds,
Series 1993 (the "Refunded Bonds") pursuant to Resolution No. 615 of the City, as amended and
supplemented (collectively the "Prior Resolution").
WHEREAS, the Prior Resolution provides that the Refunded Bonds shall be deemed to
have been paid within the meaning and with the effect expressed in the Prior Resolution upon
compliance by the City with the provisions of Section 33 of the Prior Resolution, which
provisions of the Prior Resolution the City hereby represents have not been amended or
supplemented; and
WHEREAS, the City has determined to issue, pursuant to Resolution No. 2003-28
adopted by the City on June 9, 2003, as supplemented by City Resolution No. 2003-30 its
$ aggregate principal amount of Improvement Refunding Revenue Bonds,
Series 2003 (the "Series 2003 Bonds"), a portion of the proceeds of which Series 2003 Bonds
will be used to buy Federal Securities (as defined in the Prior Resolution) in order to provide,
together with any uninvested cash deposited in the Escrow Fund, payment for the Refunded
Bonds and to discharge and satisfy the covenants, agreements and other obligations of the City
under the Prior Resolution in regard to such Refunded Bonds; and
WHEREAS, the issuance of the Series 2003 Bonds, the purchase by the Escrow Trustee
of the hereinafter defined Escrow Securities from a portion of the proceeds thereof, the deposit of
such Escrow Securities into the Escrow Fund to be held by the Escrow Trustee and the discharge
and satisfaction of the covenants, agreements and other obligations of the City under the Prior
Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
The recitals stated above are true and correct and incorporated herein.
2. Receipt of true and correct copies of the above-mentioned Prior Resolution is
hereby acknowledged by the Escrow Trustee. The applicable and necessary provisions of the
Prior Resolution, in particular Section 33 thereof, are incorporated herein by reference. The
Escrow Trustee also acknowledges receipt of the verification statement of Public Financial
Management, Inc. dated July 9, 2003 (the "Verification Report"). Reference herein to or citation
herein of any provisions of the Prior Resolution or the Verification Report shall be deemed to
{OR637350;I }
incorporate the same as a part hereof in the same manner and with the same effect as if the same
were fully set forth herein.
3. In accordance with the Prior Resolution, the City by this agreement exercises the
option to have the covenants, agreements and obligations to the holders of the Refunded Bonds
discharged and satisfied.
4. There is hereby created and established with the Escrow Trustee a special,
segregated and irrevocable escrow fund designated the "City of Winter Springs, Florida
Improvement Refunding Revenue Escrow Deposit Fund" (the "Escrow Fund") which Escrow
Fund to be held in the custody of the Escrow Trustee as a trust fund for the benefit of the holders
of the Refunded Bonds, separate and apart from other funds of the City and the Escrow Trustee.
The Escrow Trustee hereby accepts the Escrow Fund and acknowledges the receipt of and
deposit to the credit of the Escrow Fund which deposit the City hereby approves, of the sum of
$ in immediately available funds, $ of such funds being
received by the City from the sale and delivery of the Series 2003 Bonds, and
$ being amounts previously held in the Interest Account and Redemption
Account for the Refunded Bonds, (collectively, the "Escrow Proceeds").
5. The Escrow Trustee represents and acknowledges that, concurrently with the
deposit of the Escrow Proceeds, it has used $ of such Escrow Proceeds to
purchase on behalf of and for the account of the City, from the United States Treasury, certain
noncallable direct obligations of the United States of America guaranteed as to full and timely
payment (the "Escrow Securities"), in the aggregate principal or par amount of $
which are described in Schedule "A" hereto, and the Escrow Trustee will deposit such
obligations to the Escrow Fund. The Escrow Agent has retained $ of the Escrow Proceeds
as uninvested cash to be applied to pay the difference between the principal amount and interest
on maturing Escrow Securities and the debt service on the Refunded Bonds becoming due on the
redemption date.
In the event any of the Escrow Securities described in Schedule "A" hereto are not
available for delivery on July 9, 2003, the Escrow Trustee may, with the approval of Bond
Counsel, substitute other United States Treasury obligations and shall credit such other
obligations to the Escrow Fund and hold such obligations until the aforementioned Escrow
Securities have been delivered. The City will provide the Escrow Trustee and Bond Counsel with
a revised Verification Report in regard to the adequacy of the Escrow Securities, taking into
account the substituted obligations to pay the Refunded Bonds in accordance with the terms
hereof.
6. In reliance upon the Verification Report, the City represents that the principal
amounts maturing on the Escrow Securities together with the interest to be earned thereon in
accordance with their terms (without consideration of any reinvestment of such maturing
principal and interest), are sufficient together with the uninvested cash available to the Escrow
Trustee to pay the amounts of principal of, redemption premium, and interest due and to become
due on the Refunded Bonds as described in Schedule "B" attached hereto. If the Escrow
Securities shall be insufficient to make such redemption payments, the City shall timely deposit
OR637350;1 }
2
in the Escrow Fund, solely from legally available funds of the City, such additional amounts as
may be required to pay the Refunded Bonds as described in Schedule "B" hereto. Notice of any
insufficiency shall be given by the Escrow Trustee to the City as promptly as possible, but the
Escrow Trustee shall in no manner be responsible for the City's failure to make such deposits.
7. The deposit of the Escrow Securities in the Escrow Fund shall constitute an
irrevocable deposit of Federal Securities (as defined in the Prior Resolution) in irrevocable trust
with the Escrow Trustee solely for the payment of the principal, redemption premium, if any, and
interest on the Refunded Bonds at such times and amounts as set forth in Schedule "B" hereto,
and subject to the provisions of Section 9 hereof, the principal of and interest earnings on such
Escrow Securities shall be used solely for such purposes.
8. The City hereby directs, and the Escrow Trustee hereby agrees, that it will
undertake the timely transfer of money to ,the Paying Agent for the
Refunded Bonds or any successors or assigns thereto (collectively, the "Refunded Bonds Paying
Agent") in accordance with Schedule "B" attached hereto, in order to effectuate this Agreement
and to pay the Refunded Bonds in the amounts and at the times provided in said Schedule "B".
The liability of the Escrow Trustee to make such transfer for the payment of the principal of,
redemption premium, if any, and interest on the Refunded Bonds pursuant to this Agreement
shall be limited to the application of the Escrow Securities and the interest earnings thereon and
cash available for such purposes in the Escrow Fund.
9. Money deposited in the Escrow Fund shall be invested and reinvested only in the
Escrow Securities listed in Schedule "A" hereto, and, except as provided in Section 5 hereof and
this section, neither the City nor the Escrow Trustee shall otherwise invest or reinvest any money
in the Escrow Fund.
The Escrow Trustee may not sell or otherwise dispose of any or all of the Escrow
Securities in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it
substitute securities for any of the Escrow Securities, except upon written direction of the City
(which direction may be in the form of a City Resolution or written instructions from an
authorized officer of the City) and where, prior to any such reinvestment or substitution, the
Escrow Trustee has received from the City the following:
(a) a written opinion by an independent certified public accountant or firm of
independent certified public accountants, of recognized standing, or other
entity acceptable to the bond insurer for the Series 2003 Bonds, appointed
by the City and acceptable to the Escrow Trustee, to the effect that after
such reinvestment or substitution the principal amount of Escrow
Securities, together with the interest thereon together with any cash, will
be sufficient to pay the Refunded Bonds as described in Schedule "B"
hereto; and
(b) a written opinion of nationally recognized bond counsel to the effect that
(i) such investment will not cause the Refunded Bonds or the Series 2003
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
{OR637350; I;
3
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder or otherwise cause the interest on the Refunded
Bonds or the Series 2003 Bonds to be subject to federal income tax, and
(ii) such investment does not violate any resolution of the City relating to
the Refunded Bonds or the Series 2003 Bonds.
In the event the above-referenced verification concludes that there are surplus moneys in
the Escrow Fund, such surplus moneys shall be immediately released to the City. The Escrow
Fund shall continue in effect until the date upon which the Escrow Trustee makes the final
payment to the Refunded Bonds Paying Agent in an amount sufficient to pay the Refunded
Bonds as described in Schedule "B" hereto, whereupon the Escrow Trustee shall sell or redeem
any Escrow Securities remaining in the Escrow Fund, and shall remit to the City the proceeds
thereof, together with all other money, if any, then remaining in the Escrow Fund.
10. The City hereby informs the Escrow Trustee that all of the then Outstanding
Refunded Bonds maturing after October 1, 2003 have been called for early redemption on
October 1, 2003 at 102.0% of the principal amount thereof; plus accrued interest to the
redemption date. The City hereby irrevocably instructs the Escrow Trustee to notify the
Refunded Bonds Holders of such redemption and provide notice of such redemption of the
Refunded Bonds as provided in the Prior Resolution.
11. Concurrently with the deposit of the Escrow Securities and cash set forth in
Section 5 hereof, the Refunded Bonds are hereby deemed to have been paid within the meaning
and with the effect expressed in the Prior Resolution.
12. The Escrow Fund hereby created shall be irrevocable and the holders of the
Refunded Bonds shall have an express lien on all Escrow Securities and cash deposited in the
Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used
and applied in accordance with this Agreement. Neither the City or the Escrow Trustee shall
cause or permit any other lien or interest to be imposed upon the Escrow Funds.
13. This Agreement is made for the benefit of the City and the holders from time to
time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the
written consent of all such holders and the written consent of the Escrow Trustee and Ambac
Assurance Corporation, the insurer for the Series 2003 Bonds provided, however, that the City
and the Escrow Trustee may, without the consent of, or notice to, such holders, but with the
consent of such insurer, enter into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such holders and as shall not be inconsistent with the terms and
provisions of this Agreement, for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant, or confer upon, the Escrow Trustee for the benefit of the holders
of the Refunded Bonds, any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holders
or the Escrow Trustee; and
,OR637350; I }
4
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Trustee shall be entitled to rely exclusively upon an unqualified opinion of
nationally recognized bond counsel with respect to compliance with this Section 13, including
the extent, if any, to which any change, modification or addition affects the rights of the holders
of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions
and provisions of this Section 13.
14. In consideration of the services rendered by the Escrow Trustee under this
Agreement, the City is simultaneously paying to the Escrow Trustee $ ;provided,
that such fee shall not include any expenses associated with the performance by the Escrow
Trustee at the request of the City of any extraordinary services hereunder, which are payable by
the City upon presentation of an invoice therefor from the Escrow Trustee. The Escrow Trustee
shall have no lien whatsoever upon any of the Escrow Securities or cash in said Escrow Fund for
the payment of such proper fees and expenses. The City further agrees to indemnify and save the
Escrow Trustee harmless, to the extent allowed by law, against any liabilities which it may incur
in the exercise and performance of its powers and duties hereunder, and which are not due to its
negligence or default.
15. The Escrow Trustee, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than thirty (30)
days' written notice to the City and mailing notice thereof, specifying the date when such
resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such
resignation shall take effect unless a successor Escrow Trustee shall have been appointed by the
holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or
by the City as hereinafter provided and such successor Escrow Trustee shall have accepted such
appointment, in which event such resignation shall take effect immediately upon the appointment
and acceptance of a successor Escrow Trustee.
The Escrow Trustee may be removed at any time by an instrument or concurrent
instruments in writing, delivered to the Escrow Trustee and to the City and signed by the holders
of a majority in aggregate principal amount of the Refunded Bonds then outstanding.
In the event the Escrow Trustee hereunder shall resign or be removed, or be dissolved, or
shall be in the course of dissolution or liquidation, or otherwise become incapable of acting
hereunder, or in case the Escrow Trustee shall be taken under the control of any public officer or
officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a
majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument
or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly
authorized in writing; provided, nevertheless, that in any such event, the City shall appoint a
temporary Escrow Trustee to fill such vacancy until a successor Escrow Trustee shall be
appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then
outstanding in the manner above provided, and any such temporary Escrow Trustee so appointed
by the City shall immediately and without further act be superseded by the Escrow Trustee so
appointed by such holders.
{OR637350; I }
5
In the event that no appointment of a successor Escrow Trustee or a temporary successor
Escrow Trustee shall have been made by such holders or the City pursuant to the foregoing
provisions of this Section 15 within thirty (30) days after written notice of resignation of the
Escrow Trustee has been given to the City, the holder of any of the Refunded Bonds or any
retiring Escrow Trustee may apply to any court of competent jurisdiction for the appointment of
a successor Escrow Trustee, and such court may thereupon, after such notice, if any, as it shall
deem proper, appoint a successor Escrow Trustee.
No successor Escrow Trustee shall be appointed unless such successor Escrow Trustee
shall be a corporation with trust powers organized under the banking laws of the United States or
any State, and shall have at the time of appointment capital and surplus of not less than
$75,000,000.
Every successor Escrow Trustee appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the City an instrument in writing accepting such appointment
hereunder and thereupon such successor Escrow Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and
obligations of its predecessor; but such predecessor shall nevertheless, on the written request of
such successor Escrow Trustee or the City execute and deliver an instrument transferring to such
successor Escrow Trustee all the estates, properties, rights, powers and trust of such predecessor
hereunder; and every predecessor Escrow Trustee shall deliver all securities and moneys held by
it to its successor; provided, however, that before any such delivery is required to be made, all
fees, advances and expenses of the retiring or removed Escrow Trustee shall be paid in full.
Should any transfer, assignment or instrument in writing from the City be required by any
successor Escrow Trustee for more fully and certainly vesting in such successor Escrow Trustee
the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor
Escrow Trustee, any such transfer, assignment and instruments in writing shall, on request, be
executed, acknowledged and delivered by the City.
Any corporation into which the Escrow Trustee, or any successor to it in the trusts
created by this Agreement, may be merged or converted or with which it or any successor to it
may be consolidated, or transfers all or substantially all of its corporate trust business to, or any
corporation resulting from any merger, conversion, consolidation or tax-free reorganization to
which the Escrow Trustee or any successor to it shall be a party, if satisfactory to the City, shall
be the successor Escrow Trustee under this Agreement without the execution or filing of any
paper or any other act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
In the event the Escrow Trustee resigns or is removed pursuant to the provisions hereof,
the total fee paid to the Escrow Trustee as provided in Section 14 hereof shall be prorated on a
straight line basis from the date hereof until the final payment is scheduled to be made for the
Refunded Bonds, and the unearned portion of such fee shall be rebated and returned to the City.
16. This Agreement, except for Section 14 hereof, shall terminate when all transfers
and payments required to be made by the Escrow Trustee under the provisions hereof shall have
{OR637350; I }
6
been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released
to the City.
17. This Agreement shall be governed by the applicable laws of the State of Florida.
18. If any one or more of the covenants or agreements provided in this Agreement on
the part of the City or the Escrow Trustee to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement.
19. This Agreement may be executed in several counterparts, all or any of which shall
be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
20. The Issuer will not accelerate the maturity of any Refunded Bonds or exercise any
option to redeem any Refunded Obligations before October 1, 2003.
21. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or
certified mail addressed to:
City of Winter Springs, Florida Wachovia Bank, National Association
1126 East State Road 434 255 Water Street
Winter Springs, Florida 32708 Jacksonville, Florida 32202
Attention: City Manager
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit
Agreement to be executed by their duly authorized officers and appointed officials and their seals
to be hereunder affixed and attested as of the date first above written.
(SEAL)
ATTEST:'
City Clerk
CITY OF WINTER SPRINGS,
FLORIDA
By:
Mayor
{OR637350; I }
7
(SEAL)
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:
Authorized Officer
OR637350; l }
SCHEDULE A
(attach SLGS subscription)
{OR637350; I }
OR462071: I
SCHEDULE B
Date
October 1, 2003
-Principal
$8,350,000
Redemption
-Interest- -Premium- Total
OR637350;1 }
OR462071;1
Please See
Bond Closing File
(July 2003)
for
other/complete
documents.
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PRELIMINARY OFFICIAL STATEMENT DATED JUNE 11, 2003
NEW ISSUE -BOOK-ENTRY ONLY
(Ambac Insured)
(See "Ratings" and "Financial Guaranty Insurance" herein)
In the opinion of Bond Counsel, assuming compliance with existing statutes, regulations, published rulings and court
decisions, and assuming conti~u~ing cmnpliance by the City with. certain tax covenants, interest on the Series 2003 Bowls is
excludable from gross income %m' federal income tax purposes and is not arz item of tax preference for purposes of the federal
alternative nzinimum tax imposed mz individuals and cmporatimis. However, see "TAX MATTERS" herein for a desa•iption of
the federal alternative mirzimum tax ora corporations and certain other federal tax conseyuences of ownership of the Series 2003
Bonds. Bond Counsel is further of the opinion that the Series 2003 Broads are exempt from all present intangible persunal pruperty
taxes imposed pursuant to Chapter 199, F1a-ida Statutes.(See "TAX MATTERS" herein ~.
$8,710,000*
CITY OF WINTER SPRINGS, FLORIDA
Improvement Refunding Revenue Bonds, Series 2003
Dated: Julyl, 2003
Due: Octoberl, as indicated on the inside cover
The City of Winter Springs, Florida (the "City" 1 is issuing its Improvement Refunding Revenue Bonds, Series 2003 (the "Series
2003 Bonds") only in the form of fully registered bonds in the denomination of :5,000 principal amount or any integral multiple
thereof. 'Phe Series 2003 Bonds will bear interest. at the fixed rates set forth on the inside cover payable semi-annually on each Aprill
and Octoberl, commencing Octoherl, 2003. The Series 2003 Bonds, when issued, will be registered in the name of Cede & Co., as
nominee for'fhe Depository Trust Company l "D'1'C"), New York, New York which will act as securities depository for the Series 2003
Bonds. Purchases of beneficial interests in the Series 2003 Bonds will be made in hook-entry form. Purchasers of the Series 2003
Bonds l"Beneficial Owners" I will not receive physical delivery oI'Series 2003 Bonds. Accordingly, principal of and interest on the Series
2003 Bonds will be paid by Wachovia Bank, National Association, as paying agent directly to D'I'C as the registered owner thereof.
Disbursements of such payments to the Direct Participants is the responsibility of D'fC and disbursements of such payments to the
Beneficial Owners is the responsibility of Direct Participants and Indirect Participants, as more fully described herein. See "'IHE
SERIES 2003 BONDS -Book-Entry Only System" herein.
Certain of the Series 2003 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as set forth
herein.
'Phe Series 2003 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and Resolution
No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented and particularly as amended and
supplemented by Resolution No.2003-28 of the City adopted by the City Commission on June 9, 2003 as supplemented (collectively
the "Resolution"1 to, together with other legally available moneys, (il currently refund all of the City's outstanding Improvement
Refunding Revenue Bonds, Series 1993 (the "Refunded Bonds" ), and l ii 1 finance the costs of issuance of the Series 2003 Bonds including
the financial guaranty insurance policy premium and Reserve Policy premium.
The Series 2003 Bonds are payable from and secured by a First lien upon and pledge of the franchise fees levied and collected by
the City from Progress Energy, f%k/a Florida Power Corporation, for a period of thirty years from April 1, 1984 (the "Franchise F ees"),
the public service taxes levied and collected by the City on purchases of electricity, metered or bottled gas and water service within the
corporate limits of the City pursuant to Section 166.231, Florida Statutes and an ordinance duly enacted by the City Commission on
March 27, 1989, as amended and supplemented (the "Public Service Tax")and the tax imposed by the City on communication services
pursuant to Section 202. ] 9, Florida Statutes (the "Local Communication Services 'Pax", collectively with the Franchise Fees and the
Public Service Tax, the "Excise Taxes"l. The current franchise with Progress Energy expires prior to the final maturity of
the Series 2003 Bonds. 'Phe lien of the Series 2003 Bonds on the Excise 't'axes is on a parity with the lien thereon of the City's
outstanding Improvement Refunding Revenue Bonds, Series 1999 (the "Parity Bonds").
The SeriesL003 Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds" within
the meaning of the Florida Constitution, but shall be special obligations of the City, payable solely from the Excise
Taxes in accordance with the terms of the Resolution. No Holder of any Series 2003 Bond shall ever have the right to
compel the exercise of any ad valorem taxing power to pay such Series 2003 Bonds, or be entitled to payment of such
Series 2003 Bonds from any moneys of the City except as provided in the Resolution.
Payment of the principal of and interest on the Series 2003 Bonds, when due will be insured by a financial guaranty insurance
policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Series 2003 Bonds.
Ambac
For discussion of the terms and provisions of such policy, including the limitations thereof, see "FINANCIAL GUARANTY
INSURANCE" herein and Appendix D hereto.
This cover page contains certain information for quick reference only. It is not a summary of the Series 2003 Bonds. Investors
must read the entire Official Statement to obtain information essential to the making of an informed investment decision.
The Series 2003 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, Orlando, Florida, Bond Counsel. Certain legal matters will be passed on for the City by its counsel,
Anthony A. Garganese of Brown, Salzman, Weiss &Garganese, P.A., Orlando, Florida and by Akerman Senterfitt, Disclosure Counsel.
Public Financial Management, Inc., Orlando, Florida is acting as Financial Advisor to the City in connection with the issuance of the
Series 2003 Bonds. The Underwriters are being represented by Shutts & Bowen LLP, Orlando, Florida. The Series 2003 Bonds are
expected to be delivered through the facilities of DTC in New York, New York on or about July, 2003.
Stifel, Nicolaus & Company, Incorporated
Hanifen Imhoff Division
Gardnyr Michael Capital, Inc.
Dated _,'1003
*Yreliminary, subject to change.
VU~I_l_lAtil R. HC~UGI 1 & (_,(~.
MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS, AND INITIAL CUSIP NUMBERS
Serial Bonds
Interest Price or Initial
Maturity Amount Rate Yield CUSIP No.
$ % Term Bonds, due October 1, %, Initial CUSIP No.
$ ~l~ Term Bonds, due October 1, % Initial CUSIP No.
(plus accrued interest for July 1, 2003)
CITY OF WINTER SPRINGS, FLORIDA
OFFICIALS
CITY COMMISSION
John F. Bush Mayor
Robert S. Miller Deputy Mayor/Commissioner
Sally McGinnis Commissioner
Michael S. Blake Commissioner
Edward Martinez, Jr. Connnissioner
David McLeod Comnssioner
CITY MANAGER
Ronald McLemore
CITY ATTORNEY
Anthony A. Garganese
Brown, Salzman, Weiss & Garganese, P.A.
Orlando, Florida
FINANCE DIRECTOR
Louise Frangoul, C.P.A.
CITY CLERK
Andrea Lorenzo-Luaces
FINANCIAL ADVISOR
Public Financial Management, Inc.
Orlando, Florida
BONll COUNSEL
Akerman Senterfitt
Orlando, Florida
AUDITORS
McDirmit Davis Puckett & Company, LLC
Orlando, Florida
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 2003 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 2003 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 the 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 2003 BONDS, THE UNDERWRITERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SERIES 2003 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2003 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 2003 BONDS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY 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 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, 1]26 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]
ii
TABLE OF CONTENTS
SUMMARY STATEMENT ................................................................................................. ................................
...........................
The Cit ..............................................................
y ............................................................. ......
.........................v
The Series 2003 Bonds .................................................................................................... .................
.................v
Purpose of the Series 2003 Bonds ................................................................................... .........................
...................vc
Security for the Series 2003 Bonds .................................................................................. ......................
....................................... vi
Redemption ...................................................................................................................... ..
..............................vi
Financial Guaranty Insurance .......................................................................................... ...........
................................ vi
'
.
Professionals .................................................................................................................... ..
......
..
........ vii
Delivery of the Series 2003 Bonds .................................................................................. ...............................
........................... vn
Additional Bonds ............................................................................................................. ............
.............. vn
Authorizing Resolution and Definitions ......................................................................... ..........................
.......................... vie
...................................
ConUnucng Disclosure ................................................................. ..............
..
.................................. vac
..................................
Miscellaneous ...............................................................................
......
INTRODUCTION .............................................................................................................. ...........................................1
PURPOSE OF THE SERIES 2003 BONDS ...................................................................... ..........................................._
PLAN OF REFUNDING .................................................................................................... ...................
................3
DEBT SERVICE REQUIREMENTS ............................................................................... ............................
ESTIMATED SOURCES AND USES OF FUNDS ..................................................
......................4
THE SERIES 2003 BONDS .............................................................................................. ......................
..................................~I
General Description ....................................................................................................... ..........
...........................................5
Redemption .................................................................................................................... .
..................5
Redemption Notice and Effect of Redemption .............................................................. ..........................
..............................6
....................
Book-Entry Only System ...........................................................................
..............
........8
SECURITY FOR THE SERIES 2003 BONDS ................................................................ .............................
.............................................8
....
General ......................................................................................................................... ....
...........................K
Flow of Funds ............................................................................................................... ..................
.......... x
.........................
Reserve Account ........................................................................................................... ..........
..........9
.................
Reserve Policy .............................................................................................................. ..................
..........9
....................
Additional Bonds .......................................................................................................... ...............
...........................................10
Investments ................................................................................................................... ................................
Other Covenants ........................................................................................................... ...
PUBLIC SERVICE TAX ................................................................................................ ............................................ l 1
12
Historical Public Service Tax Collcctions ................................................................... ............................................
....12
.................................
LOCAL COMMUNICATION SERVICES TAX ..........................
........................................
.............................13
FRANCHISE FEES ......................................................................................................... ...............
FINANCIAL GUARANTY INSURANCE ........................ 1=1
.
Payment Pursuant to Financial Guaranty Insurance Policy ......................................... ............
.....................................'......IS
..............
Ambac Assurance Coiporation ................................................................................... ..................
.............15
........
Available Infonnation ................................................................................................. ........................
.........16
Incorporation of Certain Docwnents by Reference .................................................... ....................................
......................16
..................
THE CITY ...................................................................................................................... .....
..................................16
LITIGA'T[ON ................................................................................................................. ...........
iii
LEGAL MATTERS ..............................................................................................................................
TAX MATTERS ..................................................................................................................................
General .............................................................................................................................................
Tax Treatment of Original Issue Discount ........................................................................................
Tax Treatment of Original Issue Premium .......................................................................................
UNDERWRITING ...............................................................................................................................
FINANCIAL ADVISOR ......................................................................................................................
INVESTMENT POLICY .....................................................................................................................
RATINGS .............................................................................................................................................
VERIFICATION OF MATHEMATICAL COMPUTATIONS ...........................................................
FINANCIAL STATEMENTS ..............................................................................................................
CONTINUING D[SCLOSURE ............................................................................................................
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .......................................
ENFORCEABILITY OF REMEDIES .................................................................................................
FORWARD-LOOKING STATEMENTS ............................................................................................
CONTINGENT FEES ..........................................................................................................................
M[SCELLANEOUS .............................................................................................................................
CERTIFICATE AS TO OFFICIAL STATEMENT .............................................................................
................17
................17
................17
.................1 R
................. l K
.................19
................. 19
.................19
.................2~4
................2~I
.................25
.................25
.................25
.................25
.................26
.................26
.................26
.................26
APPENDIX A City of Winter Springs, Florida General Information
APPENDIX B Form of the Resolution
APPENDIX C Financial Statements and Independent Auditors' Report for the Fiscal Year Ended
September 30, 2002
APPENDIX D Specimen Financial Guaranty Insurance Policy
APPENDIX E Form of Opinion of Bond Counsel
APPENDIX F Form of Continuing Disclosure Certificate
1V
SUMMARY STATEMENT
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the facts material to making an
investment decision. The offering by the City of Winter Springs, Florida, of its $8,710,000 Improvement
Refunding Revenue Bonds, Scries 2003 (the "Series 2003 Bonds"), to potential investors is made only by means of
the entire Official Statement. No person is authorized to detach this Summary Statement fro-n the Official Statement
or otherwise use it without the entire Official Statement. Capitalized teens 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 "Form of the Resolution" - Appendix B 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 of Winter 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
2002 population was 32,000. The City is served by a City Commission -City Manager form of govermuent
consisting of a Mayor, five commissioners and a City Manager. The Mayor and City Commissioners are elected for
four-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 C hereto.
The Series 2003 Bonds
The City is issuing the Series 2003 Bonds only in the form of fully registered bonds in the denomination of
$.5,000 or any integral multiple thereof. Interest on the Series 2003 Bonds is payable se-ni-amiually on each April 1
and October I, commencing October 1, 2003. The Series 2003 Bonds will be initially issued to and registered in the
name of Cede ~ Co., as nominee for The Depository Trust Company ("DTC"), New York, New York, which will
act as securities depository for the Series 2003 Bonds. The Series 2003 Bonds will be available to purchasers under
the book-entry system maintained by DTC through brokers and dealers who are or act through Direct Participants.
Purchasers of beneficial interests in the Series 2003 Bonds will not receive physical delivery of the Series 2003
Bonds, but will be Beneficial Owners (and not registered owners) of the Series 2003 Bonds. For so long as any
purchaser is the Beneficial Owner of a Series 2003 Bond, such purchaser must maintain an account with a broker or
dealer who is, or acts through, a Direct Participant in order to receive payment of principal of, premium, if any, and
interest on such Series 2003 Bonds. The principal of and interest on the Series 2003 Bonds will be paid by
Wachovia Bank, National Association, as paying agent directly to DTC as the registered owner thereof.
Disbursements of such payments to the Direct Participants is the responsibility of DTC and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Pv~ticipants, as more fully
described herein.
Certain of the Series 2003 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as set forth herein. See "THE SERIES 2003 BONDS-Redemption" herein.
Purpose of the Series 2003 Bonds
The Series 2003 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter
and Resolution No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented
and particularly as amended and supplemented by Resolution No. 2003-28 of the City adopted by the City
Commission on June 9, 2003 as supplemented (collectively the "Resolution") to, together with other legally
available moneys, (i) currently refund all of the City's outstanding Improvement Refunding Revenue Bonds, Series
1993 (the "Refunded Bonds"), and (ii) finance the costs of issuance of the Series 2003 Bonds including the financial
guaranty insurance premium and Reserve Policy premium.
~~ Preliminary, Subject to Change
v
Security for the Series 2003 Bonds
The Series 2003 Bonds are payable from and secured by a first lien upon and pledge of the franchise fees
levied and collected by the City from Florida Power Corporation for a period of thirty years from April 1, 1984 (the
"Franchise Fees"), the public service tax levied and collected by the City on purchases of electricity, metered or
bottled gas and water service within the corporate limits of the City pursuant to Section 166.231, Florida Statutes
and an ordinance duly enacted by the City Commission on March 27, 1989, as amended and supplemented (the
"Public Service Tax") and the tax imposed by the City on communication services pursuant to Section 202.19,
Florida Statutes (the "Local Communication Services Tax", collectively with the Franchise Fees and the Public
Service Tax, the "Excise Taxes"). The current franchise with Florida Power Corporation expires prior to the
final maturity of the Series 2003 Bonds. The lien of the Series 2003 Bonds on the Excise Taxes is on a parity with
the lien thereon of the City's outstanding improvement Refunding Revenue Bonds, Series 1999 (the "Parity Bonds").
The Series 2003 Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds"
within the meaning of the Florida Constitution, but shall be special obligations of the City, payable solely from the
Excise Taxes in accordance with the terms of the Resolution. No Holder of any Series 2003 Bond shall ever have the
right to compel the exercise of any ad valorem taxing power to pay such Series 2003 Bonds, or be entitled to
payment of such Series 2003 Bonds from any moneys of the City except as provided in the Resolution.
The Resolution provides that a sum equal to the Reserve Requirement shall be deposited in the subaccount
in the Reserve Account created for the benefit of the Series 2003 Bonds at the time of delivery of the Series 2003
Bonds and shall be used only for the purposes provided in the Resolution. The "Reserve Requirement" is defined as
the lesser of (i) the Maximum Bond Service Requirement for the Series 2003 Bond, (ii) 125% of the Average
Annual Bond Service Requirement for the Series 2003 Bond or (iii) 10% of the proceeds of the Series 2003 Bonds.
The City will, in connection with the issuance of the Series 2003 Bonds, purchase from Ambac Assurance
Corporation ("Ambac") for deposit to such subaccount in the Reserve Account a surety bond (the "Reserve Policy"),
in a face amount equal to the Reserve Requirement for the Series 2003 Bonds. See "SECURITY FOR THE SERIES
2003 BONDS -Reserve Policy.
Redemption
The Series 2003 Bonds maturing on or after October 1, are subject to optional redemption on or after
October 1, at the redemption prices described herein. The Series 2003 Bonds maturing on October 1, are
subject to mandatory sinking fund redemption beginning October 1, .The Series 2003 Bonds maturing on
October 1, are subject to mandatory sinking fund redemption beginning October 1, .See "THE SERIES
2003 BONDS -Redemption" herein.
Financial Guaranty Insurance
Payment of the principal of and interest on the Series 2003 Bonds, when due, will be insured by a financial
guaranty insurance policy to be issued by Ambac simultaneously with the delivery of the Series 2003 Bonds. See
"FINANCIAL GUARANTY INSURANCE" herein and Appendix D hereto.
Professionals
Wachovia Bank, National Association, Charlotte, North Carolina will serve as Registrar and Paying Agent
pursuant to the Resolution and as Escrow Holder pursuant to the Escrow Deposit Agreement.
Akerman Senterfitt, Orlando, Florida, is serving as Bond Counsel and Disclosure Counsel. Anthony A.
Garganese of Brown, Salzman, Weiss & Garganese, P.A., Orlando, Florida, is the City Attorney.
Shutts & Bowen LLP, Orlando, Florida is representing the Underwriters.
McDirmit Davis Puckett and Company, LLC, Orlando, Florida, is the City's auditor.
Public Financial Management, Inc., Orlando, Florida is the City's financial advisor.
Vl
Some of the professionals will be compensated from a portion of the proceeds of the Series 2003 Bonds,
identified as "Costs of Issuance" under the heading "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Such compensation in some instances, but not in regard to the City's auditor, is contingent upon the issuance of the
Series 2003 Bonds and the receipt of the proceeds thereof.
Delivery of the Series 2003 Bonds
It is anticipated that the Series 2003 Bonds in fully registered form will be available for delivery through
the facilities of The Depository Trust Company on or about July , 2003.
Additional Bonds
Subject to certain conditions set forth in the Resolution, the City may from time to time issue Additional
Parity Obligations, (as hereinafter defined) that are payable from and secured by a first lien on and pledge of the
Excise Taxes on a parity with the Series 2003 Bonds and the Parity Bonds then Outstanding. See "SECURITY FOR
THE SERIES 2003 BONDS -Additional Bonds" herein.
Authorizing Resolution and Definitions
A copy of the form of the Resolution is set forth in Appendix B hereto. Definitions of certain capitalized
words used in this Official Statement and not otherwise defined herein have the meaning ascribed to such terms in
the Resolution.
Continuing llisclosure
The City has agreed and undertaken for the benefit of the Holders of Series 2003 Bonds, to provide certain
financial information and operating data relating to the City and the Series 2003 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 2003 Bonds, and other agreements and documents contained herein constitute summaries
of certain provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other
agreements and documents for a more complete description of such provisions.
Investors should contact the City Clerk (407) 327-1800 at City Hall, 1126 East State Road 434, Winter
Springs, Florida 32708-2789, to obtain copies of the Resolution or basic documentation or with questions
concerning this Official Statement of the Series 2003 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 2003 Bonds, the security for the payment of the
Series 2003 Bonds, and the rights and obligations of holders thereof.
The information contained in the Official Staterent 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 2003 Bonds.
[END OF SUMMARY STATEMENT]
vii
[THIS PAGE INTENTIONALLY LEFT BLANK]
OFFICI~ApL~/STATEMENT
,PO, / 10,000'.
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS,
SERIES 2003
INTRODUCTION
The purpose of this Official Statement, including the cover page, Summary Statement and all appendices, is
to set forth certain information in connection with the issuance and sale by the City of Winter Springs, Florida (the
City") of its $8,710,000* aggregate principal amount of Improvement Refunding Revenue Bonds, Series 2003 (.the
"Series 2003 Bonds").
The Series 2003 Bonds are issued under and pursuant to Chapter 166, Part II, Florida Statutes, the City
Charter and other applicable provisions of law, and Resolution No. 615 of the City adopted by the City Commission
on May 1, 1989 as amended and supplemented and particularly as amended and supplemented by Resolution
No. 2003-28 of the City adopted by the City Commission on June 9, 2003, as supplemented (collectively, the
"Resolution"). See Appendix B, "Form of the Resolution".
The Series 2003 Bonds are payable from and secured by a first lien upon and pledge of the franchise fees
levied and collected by the City from Florida Power Corporation for a period of thirty years from April 1, 1984 (the
"Franchise Fees"), the public service tax levied and collected by the City on purchases of electricity, metered or
bottled gas and water service within the corporate lunits of the City pursuant to Section 166.231, Florida Statutes
and an ordinance duly enacted by the City Commission on March 27, 1989, as amended and supplemented (the
"Public Service Tax") and the tax imposed by the City on communication services pursuant to Section 202.19,
Florida Statutes (the "Local Communication Services Tax", collectively with the Franchise Fees and the Public
Service Tax, the "Excise Taxes"). The current franchise with Florida Power Corporation expires prior to the
final maturity of the Series 2003 Bonds. The lien of the Series 2003 Bonds on the Excise Taxes is on a parity with
the lien thereon of the City's outstanding Improvement Refunding Revenue Bonds, Series 1999 (the "Parity Bonds").
The Parity Bonds are currently outstanding in the principal amount of $7,173,969.75. See "SECURITY FOR THE
SERIES 2003 BONDS" herein.
The Series 2003 Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds"
within the meaning of the Florida Constitution, but shall be special obligations of the City, payable solely from the
Excise Taxes in accordance with the terms of the Resolution. No Holder of any Series 2003 Bond shall ever have the
right to compel the exercise of any ad valorem taxing power to pay such Series 2003 Bonds, or be entitled to
payment of such Series 2003 Bonds from any moneys of the City except as provided in the Resolution.
The Series 2003 Bonds are issuable only in the form of fully registered bonds in the denomination of
$5,000 or any integral multiple thereof. Interest on the Series 2003 Bonds is payable semi-annually on each April 1
and October 1, commencing October 1, 2003. The Series 2003 Bonds will be initially issued to and registered in the
name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), New York, New York, which will
act as securities depository for the Series 2003 Bonds. The Series 2003 Bonds will be available to purchasers under
the book-entry system maintained by DTC through brokers and dealers who are or act through Direct Participants.
Purchasers of beneficial interests in the Series 2003 Bonds will not receive physical delivery of the Series 2003
Bonds, but will be Beneficial Owners (and not registered owners) of the Series 2003 Bonds. For so long as any
purchaser is the Beneficial Owner of a Series 2003 Bond, such purchaser must maintain an account with a broker or
dealer who is, or acts through, a Direct Participant. The principal and interest on the Series 2003 Bonds will be paid
by Wachovia Bank, National Association, as paying agent directly to Cede & Co. as the registered owner thereof.
Disbursements of such payments to the Direct Participants is the responsibility of DTC and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Participants, as more fully
described herein. See "THE SERIES 2003 BONDS -Book-Entry Only System" herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Preliminary, Subject to Change
Capitalized terms 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 terms and conditions of the Series 2003
Bonds are set forth in the Resolution, the form of which is attached to this Official Statement as Appendix B. The
description of the Series 2003 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.
PURPOSE OF THE SERIES 2003 BONDS
The Series 2003 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter
and Resolution No. 615 of the City adopted by the City Commission on May 1, 1989 as amended and supplemented
and particularly as amended and supplemented by Resolution No. 2003-28 of the City adopted by the City
Commission on June 9, 2003 as supplemented (collectively, the "Resolution") to, together with other legally
available moneys, (i) currently refund all of the City's outstanding Improvement Refunding Revenue Bonds, Series
1993 (the "Refunded Bonds"), and (ii) finance the costs of issuance of the Series 2003 Bonds including the financial
guaranty insurance premium and Reserve Policy premium. See "THE PROJECT," "PLAN OF REFUNDING" and
"ESTIMATED SOURCES AND USES OF FUNDS" herein.
PLAN OF REFUNDING
The Refunded Bonds, as of the date of delivery of the Series 2003 Bonds, will be outstanding in the
aggregate principal amount of $8,350,000. To effect the refunding of the Refunded Bonds, the City will enter into an
escrow deposit agreement (the "Escrow Agreement") with Wachovia Bank, National Association as escrow trustee
(the "Escrow Holder"). Pursuant to the terms of the Escrow Agreement, the City will deposit with the Escrow
Holder a portion of the proceeds of the Series 2003 Bonds, as well as other available moneys of the City. Such
moneys, other than beginning cash balances, will be applied on the date of delivery of the Series 2003 Bonds to the
purchase of direct obligations of the United States of America (the "Federal Securities"). The Federal Securities
shall mature at such times and in such amounts as shall be sufficient to pay the principal of applicable redemption
premium, and interest on such Refunded Bonds on the redemption date of October 1, 2003. The Refunded Bonds
maturing after October 1, 2003 are subject to redemption on October 1, 2003 at a redemption price of 102% of the
principal amount thereof, plus accrued interest to the redemption date. Upon the deposit of such moneys into the
escrow deposit account (the "Escrow Account") as provided in the Escrow Agreement, in the opinion of Bond
Counsel, in reliance on the report of Public Financial Management, Inc., see "VERIFICATION OF
MATHEMATICAL COMPUTATIONS" herein, the lien of the holders of the Refunded Bonds on the Excise Taxes
and other sources pledged to such holders will no longer be in effect with respect to said Refunded Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
DEBT SERVICE REQUIREMENTS
table shows the scheduled annual principal and interest requirements on the Series 2003
followin
Th
g
e
Bonds, total annual debt service on the Series 2003 Bonds, total debt service tar the Parity Bonds and combined debt
service for all such Bonds.
ar Series 2003 Bonds Aggregate Series
Y Total Series 2003 Bond
e
2003 Bonds Parity Bonds and Parity Bonds
Ending
(October 1) Principal Interest Debt Service Debt Service Debt Service
$ * $565,390.00
2003 573,815.00
2004 580,762.50
2005 591,182.50
2006 369,797.50
2007 142,377.50
2008 159,792.50
2009 176,192.50
2010
191,537.50
2011 205,672.50
2012 213;787.50
2013 230,912.50
2014 241,725.00
2015 246,487.50
2016 260,462.50
2017 263,125.00
2018 1,275,000.00
2019 1,275,000.00
2020 1,275,000.00
2021 1,275,000.00
2022 1,275,000.00
2023 1,275,000.00
2024 1,275,000.00
2025 1,27 5,000.00
2026 1,275,000.00
~ 027 1,275,000.00
2028 1 275.000.00
2029
$
~
~ 19 038,020.00 ~ _-_
- -
Total ~ - -- __ -_
- _ -_
* Includes accrued interest of $
3
ESTIMATED SOURCES ANU USES OF FUNDS
Sources of Funds•
Principal Amount of Series 2003 Bonds ~
Less Net Original Issue Discount ~ ~
Accrued Interest
City Contribution` ~'
Total Estimated Sources of~ funds $
Uses of Funds:
Deposit of Accrued Interest to Interest Account ~
Deposit to Escrow Account for Refunded Bonds
Cost of Issuance'''
Total Estimated Uses of Funds $
(1) Consists of amounts in the Debt Service Fund for the Refunded Bonds.
(?) Includes underwriter's discount, costs of issuance, and other fees and expenses including the financial
guaranty insurance and Reserve Policy premiums associated with the issuance of the Series 2003 Bonds.
THF, SF,RIES 2003 BONUS
General Description
The Series 2003 Bonds will be issued as fully registered bonds in the denomination cif $5,000 each or
integral multiples thereof and will be initially registered in the name of Cede & Co., as nominee of DTC, New York,
New York, which will act as securities depository for the Series 2003 Bonds. Unless the book-entry system is
discontinued as described herein, individual purchases of the Series 2003 Bonds will be made in book-entry form
only, and the purchasers will not receive physical delivery of the Series 2003 Bonds or any certificate representing
their beneficial ownership interests in the Series 2003 Bonds. See "E3ook-Entry Only System" below.
Interest on the Series 2003 Bonds is payable on October I, 2003 and on each April I and October I
thereafter until maturity or redemption. Amounts due on the Series 2003 Bonds will be paid to Cede & Co., as
nominee for DTC, as registered owner of the Series 2003 E3onds, to be suhsequently disbursed to Direct Participants
and Indirect Participants and thereafter to the Beneficial Owners of the Series 2003 Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEf~T I3LANKJ
4
Redemption
O/~(io~uil Re~lem/~tion
The Series ?003 Bonds maturing on or after October 1, ,are subject to optional redemption prior to
their maturities on or after October 1, , at the option of the City in whole or in part at any time, in such manner
as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available
moneys at a redemption price (expressed as a percentage of the principal amount to be redeemed) as set forth in the
following table, together with accrued interest to the redemption date.
Period During Which Redeemed Redemption Price
(Both Dates Inclusive)
October 1, through September 30, `~'
October 1, and thereafter `~O
Manclntnn~ Redemption
The Series ?003 Bonds maturing on October 1, are subject to mandatory redemption prior to maturity
in part by lot on October 1, and on each October 1 thereafter, at a redemption price equal to the principal
amount thereof and accrued interest thereon to the date fixed for redemption, without preimiwn from Amortisation
Installments through operation of the Redemption Account, as follows:
Year Amortization Installment
The Series ?003 Bonds maturing on October 1, are subject to mandatory redemption prior to maturriy.
in part by lot on October 1, and on each October 1 thereafter, at a redemption price equal to the principal
amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization
Installments through operation of the Redemption Account, as follows:
Year Amortization Installment
Redemption Notice and Effect of Redemption
Notice of redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Registrar,
and mailed, first class mail, postage prepaid, to all Holders of Series 2003 Bonds to be redeemed at their addresses
as they appear on the registration books, but failure to mail such notice to one or more Holders of Series 2003 Bonds
shall not affect the validity of the proceedings for such redemption with respect to Holders of Series ?003 Bonds to
which notice was duly mailed. Each such notice shall set forth the date fixed for redemption, the redemption price to
be paid and, if less than all of the Series 2003 Bonds of one maturity are to be called, the distinctive numbers of such
Series ?003 Bonds to be redeemed and in the case of Series 2003 Bonds to be redeemed in part only, the portion of
the principal amount thereof to be redeemed.
As long as the book-entry only system is used for determining beneficial ownership of the Series ?003
Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC
Participants, who will in turn be responsible for notifying the Beneficial Owners. Any failure of Cede & Co. to
notify any DTC Participant, or of any DTC Participant to notify the Beneficial Owner of any such notice, will not
affect the validity of the redemption of the Series 2003 Bonds.
5
Any notice of optional redemption, other than with respect to an advance refunding, shall be circulated only
if sufficient funds have been deposited in the Debt Service Fund to pay the redemption price of the Series 2003
Bonds to be redeemed.
Official notice of redemption having been given, the Series 2003 Bonds or portions of Series 2003 Bonds
to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specked, and
from and after such date (unless the City shall default in the payment of the redemption price) such Series 2003
Bonds or portions of Series 2003 Bonds shall cease to bear interest.
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 2003 Bonds will be issued as fully registered bonds without coupons. DTC, New York, New
York, will act as securities depository for the Series 2003 Bonds. The Series 2003 Bonds will be issued as fully
registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Series
2003 Bond will be issued for each maturity of the Series 2003 Bonds. Individual purchases of beneficial ownership
interests 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 2003 Bonds will not receive physical delivery of Series 2003 Bonds.
DTC, the world's largest depository, 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 and provides asset servicing for over two (2) million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues and money market investments from over eighty-five (85) countries that
Participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities through electronic computerized book-
entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants
of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation,
MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC,
also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC,
and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com.
Purchases of Series 2003 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2003 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 2003 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 2003 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 2003 Bonds, except in the event that use of the book-entry
system for the Series 2003 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2003 Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 2003 Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
6
actual Beneficial Owners of the Series 2003 Bonds, DTC's records reflect only the identity of the Direct Participants
to whose accounts such Series 2003 Bonds are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other conununications 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.
Beneficial Owners of Series 2003 Bonds may wish to take certain steps to augment the transmission to them of
notices of significant events with respect to the Series 2003 Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the security documents. For example, Beneficial Owners of Series 2003 Bonds may wish
to ascertain that the nominee holding the Series 2003 Bonds for their benefit has agreed to obtain and transmit
notices to Beneficial Owners. In the alternative Beneficial Owners may wish to provide their names and addresses
to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2003 Bonds are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series
2003 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 the Series 2003 Bonds are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Principal and interest payments on the Series 2003 Bonds will be made to Cede & Co. or such other
nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the
Paying Agent on the payable date in accordance with their respective holdings shown on DTC's records. 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, DTC's nominee, the Paying Agent, or the City, subject ro any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal, and interest to
Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2003 Bonds at any
time by giving reasonable notice to City or paying agent. Under such circumstances, in the event that a successor
depository is not obtained, Series 2003 Bonds certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event Series 2003 Bonds certificates will be printed and delivered.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2003 BONDS, AS
NOMINEE OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE SERIES 2003 BOND OR
REGISTERED OWNERS OF THE SERIES 2003 BONDS SHALL MEAN DTC AND SHALL NOT MEAN THE
BENEFICIAL OWNERS OF THE SERIES 2003 BONDS.
The City can make no assurances that DTC will distribute payments of principal of, redemption price, if
any, or interest on the Series 2003 Bonds to the Direct Participants, or that Direct and Indirect Participants will
distribute payments of principal of, redemption price, if any, or interest on the Series 2003 Bonds or redemption
notices to the Beneficial Owners of such Series 2003 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 of DTC to make any payment to any Direct Participant or failure of any Direct or Indirect Participant
7
to give any notice or make any payment to a Beneficial Owner in respect to the Series 2003 Bonds or any error or
delay relating thereto.
The rights of holders of beneficial interests in the Series 2003 Bonds and the manner of transferring or
pledging those interests is subject to applicable state law. Holders of beneficial interests in the Series 2003 Bonds
may want to discuss the manner of transferring or pledging their interest in the Series 2003 Bonds with their legal
advisors.
In the event the book-entry system is terminated, the transfer and exchange of Series 2003 Bonds shall be
accomplished as described in Appendix B "Form of the Resolution."
SECURITY FOR THE SERIES 2003 BONDS
General
The Series 2003 Bonds are special obligations of the City and are payable solely from and secured by a first
lien upon and pledge of, (i) the proceeds of the public service tax imposed by the City on the purchase of certain
utilities services within the corporate limits of the City, under the authority of Section 166.231, Florida Statutes and
pursuant to Ordinance No. 454 enacted by the City on March 27, 1989 (the "Public Service Tax"), (ii) the tax
imposed by the City or communication services pursuant to Section 202.19, Florida Statutes (the "Local
Communication Services Tax"), and (iii) the proceeds of franchise fees to be paid for a period of thirty (30) years
commencing April 1, 1984, by Florida Power Corporation, pursuant to an ordinance enacted by the City on March
27, 1984 as amended and supplemented (the "Franchise Fees") (such Public Service Tax, Local Communication
Services Tax, and Franchise Fees are herein collectively referred to as "Excise Taxes"). The lien of the Series 2003
Bonds on the Excise Taxes is on a parity with the lien thereon of the Parity Bonds. See "PUBLIC SERVICE TAX",
"LOCAL COMMUNICATION SERVICES TAX", and "FRANCHISE FEES" herein. The current franchise
agreement in favor of Florida Power Corporation pursuant to which the Franchise Fees are paid to the City
expires on March 31, 2014 prior to the final maturity of the Series 2003 Bonds.
The Series 2003 Bonds do not constitute a general indebtedness of the City within the meaning of any
Constitutional, statutory or charter provision or limitations, but will be payable solely from and secured by a lien
upon and pledge of the Excise Taxes. The Resolution provides that no holder or holders of any of the Series 2003
Bonds will ever have the right to require or compel the exercise of the ad valorem taxing power of the City for the
payment of the principal of and interest on the Series 2003 Bonds or to make any sinking fund, or reserve or other
payment provided for in the Resolution. The obligation evidenced by the Series 2003 Bonds shall not constitute a
lien upon any property of or in the City but shall constitute a lien only upon the Excise Taxes in the manner
provided in the Resolution.
Flow of Funds
The Resolution creates an Excise Taxes Fund and requires that all Excise Taxes upon receipt by the City be
deposited therein. The Resolution provides that the Excise Taxes received by the City are immediately subject to the
lien and pledge in favor of the Series 2003 Bonds and the Parity Bonds without any physical delivery or further act.
Excise Taxes in the Excise Taxes Fund are to be deposited monthly to the Debt Service Fund and the accounts
therein in amounts sufficient to provide for the payment of debt services when due on the Series 2003 Bonds and the
Parity Bonds. The Debt Service Fund includes the Reserve Account. All such funds to be held under the Resolution
will be held by the City and no independent trustee has been appointed to hold the moneys in such funds for the
benefit of the Bondholders. Al] such funds are required to be continuously secured in the same manner as municipal
deposits are authorized to be secured by the laws of the State of Florida. Pursuant to the Resolution, any money
remaining in the Excise Taxes Fund after making provision for the payment into the Debt Service Fund may, so long
as there is no deficiency in the Debt Service Fund, be used for any lawful purpose. For additional information
concerning the flow of funds, see Appendix B hereto.
Reserve Account
The City shall, on the date of delivery of the Series 2003 Bonds deposit to the subaccount in the Reserve
Account created for the benefit of the Series 2003 Bonds a surety bond issued by Ambac Assurance Corporation
8
(the "Reserve Policy") in a face amount equal to the Reserve Requirement for the Series 2003 Bonds. See "Reserve
Policy" below. The Paying Agent on behalf of the City will draw on the Reserve Policy, up to an amount not
exceeding the Surety Bund Coverage, for the purpose of the payment of maturing principal of, or interest on the
Series ?003 Bonds when moneys in the other accounts of the Debt Service Fund are insufficient therefor, and for no
other purpose. Therefore, such Reserve Policy may not be drawn to pay debt service on the Parity Bonds or any
subsequently issued Additional Parity Obligations.
Reserve Policy
The Resolution requires that the subaccount in the Reserve Account be funded in an amount equal to the
Reserve Requirement_ The Resolution authorizes the City to obtain a surety bond in place of cash funding such
subaccount. Accordingly, application has been made to Ambac Assurance Corporation ("Ambac Assurance") for
the issuance of a surety bond (the "Surety Bond") in an amount equal to the Reserve Requirement in the Series ?003
Bonds. The Series ?003 Bonds will only be delivered upon the issuance of such Surety Bond. The premiwn on the
Surety Bond is to be fully paid at or prior to the issuance and delivery of the Series 2003 Bonds. The Surety Bond
provides that upon the later of (i) one (l) day after receipt by Ambac Assurance of a demand for payment executed
by the Paying Agent certifying that provision for the payment of principal oC or interest on the Series ?003 Bonds
when due has not been made or (ii) the interest payment date specified in the Demand for Payment submitted to
Ambac Assurance, Ambac Assurance will promptly deposit funds with the Paying Agent sufficient to enable the
Paying Agent to make such payments due on the Series 2003 Bonds, but in no event exceeding the Surety Bond
Coverage, as defined in the Surety Bond.
Pursuant to the terms of the Surety Bond, the Surety Bond Coverage is automatically reduced to the extent
of each payment made by Ambac Assurance under the terms of the Surety Bond and the City is required to
reimburse Ambac Assurance for any draws under the Surety Bond with interest at a market rate. Upon such
reimbursement, the Surety Bond is reinstated to the extent of each principal reimbursement up to but not exceeding
the Surety Bond Coverage. The reimbursement obligation of the City is subordinate to the City's obligations with
respect to the Series ?003 Bonds.
The Surety Bond does not insure against nonpayment caused by the insolvency or negligence of the Paying
Agent.
The insurance provided by the Surety Bond is not covered by the Florida Insurance Guaranty Association.
hor information concerning Ambac Assurance, see "FINANCIAL GUARANTY INSURANCE" herein.
Additional Bonds
The City may issue Additional Parity Obligations, payable on a parity from the proceeds of the Excise
Taxes with the Series 2003 Bonds and the Parity Bonds subject to the following conditions as provided in the
Resolution.
(a) There shall have been obtained and filed with the City a certificate of an independent certified
public accountant of suitable experience and responsibility stating: (a) that the books and records of the City relating
to the collection and receipt of Excise Taxes have been audited by him; (b) the amount of Excise Taxes received for
any twelve (12) months out of the immediately preceding eighteen (18) months preceding the date of issuance of the
proposed Additional Parity Obligations with respect to which such certificate is made; (c) that the aggregate amount
of such Excise Taxes for such period is equal to not less than one hundred twenty-five percent (125U/~) of the
Maximum Bond Service Requirement on all obligations issued under the Resolution, if any, then Outstanding, and
the Additional Parity Obligations with respect to which such certificate is made.
fib) The Excise Taxes for the preceding Fiscal Year may be adjusted to include the estimated Excise
Taxes as certified by an independent certified public accountant, that the City would have received from areas that
the City has annexed prior to the issuance of the Additional Parity Obligations and not fully reflected in such Fiscal
Year.
9
(c) The Excise Taxes for the preceding Fiscal Year may also be adjusted to include the estimated
Excise Taxes, as certified by an independent certified public accountant, that the City would have received during
such Fiscal Year due to increase in the rate or rates of such Excise Taxes during such Fiscal Year and not fully
reflected in such Fiscal Year.
(d) Each resolution authorizing the issuance of Additional Parity Obligations will recite that all of the
covenants contained in the Resolution will be applicable to such Additional Parity Obligations.
(e) The City shall not be in default in performing any of the covenants and obligations assumed under
the Resolution, and all payments required in the Resolution to have been made into the funds and accounts, as
provided thereunder, shall have been made to the full extent required.
(f) In the event any Additional Parity Obligations are issued for the purpose of refunding any Bonds
then Outstanding, the conditions in (a) above do not apply, provided that the issuance of such Additional Parity
Obligations shall not result in an increase in the aggregate amount of principal of and interest on the Outstanding
Bonds becoming due in the current Fiscal Year and all subsequent Fiscal Years. The conditions above shall apply to
Additional Parity Obligations issued for refunding purposes which cannot meet the conditions of this section.
Investments
Moneys on deposit in the Debt Service Fund excluding the Reserve Account may be invested and
reinvested in Investment Securities which mature not later than the dates on which the moneys on deposit therein
will be needed for the purpose of such fund. All income on such investments, except as otherwise provided, in the
Resolution shall be deposited in the respective funds and accounts from which such investments were made and be
used for the purposes thereof unless and until the maximum required amount is on deposit therein, and thereafter
shall be deposited in the Excise Taxes Fund.
Other Covenants
Pursuant to the Resolution the City has covenanted to diligently enforce and collect all Excise Taxes and
take all steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall
become delinquent to the full extent permitted or authorized by law.
The City has also covenanted not to repeal the ordinances levying the Public Service Tax and Local
Communication Services Tax and not to amend or modify said ordinances in any manner so as to impair or
adversely affect the power and obligation of the City to levy and collect the Public Service Tax and Local
Communication Services Tax, or impair or adversely affect in any manner the pledge of the Public Service Tax
made pursuant to the Resolution, or the rights of the holders of the Bonds, or the rate or amount of the Public
Service Tax and Local Communication Services Tax.
Concerning the Franchise Fees, the City has covenanted that in the event it acquires the electric power and
distribution facilities of Florida Power Corporation, or in the event it shall acquire, construct or operate an electric
power and distribution system and the Franchise Fees are not available to the City to make the payments therefrom
required pursuant to the provisions of the Resolution, the City will make payment from the net revenues first
available to it from the operation of any such electric power and distribution system so owned, acquired, constructed
or operated by it of the amounts required to be paid from the franchise Fees pursuant to the provisions of the
Resolution. The City has also covenanted, as long as any Bonds remain outstanding, it will levy Franchise Fees
when added to the amount of all taxes, license and other impositions levied by the City of at least six percent (6°I~)
on any provider of electricity within the jurisdiction of the City.
The City further covenants that as long as any of the principal of or interest on any Bonds shall he
outstanding and unpaid, or payment thereof not duly provided for, it will levy and collect the Public Service Tax and
Local Communication Services Tax to the extent necessary up to the maximum rates provided by law as will
always, together with the Franchise Fees available therefor, provide funds sufficient to pay, as the same shall
become due, the principal of or interest on the Bonds and to make all other payments, as the same shall become due,
as provided in the Resolution and all other obligations and indebtedness payable out of said Public Service Tax.
10
PUBLIC SERVICE TAX
The Public Service Tax pledged as security for the Bonds is levied and collected by the City pursuant to
Section 166231, Florida Statutes (the "Public Service Tax Statute"), and Ordinance No. 454 of the City enacted on
March 27, 1989, (the "Public Service Tax Ordinance"). Pursuant to Section 166231, Florida Statutes, a municipality
may levy a tax on the purchase of electricity, metered natural gas, liquefied petroleum gas either metered or bottled,
manufactured gas either metered or bottled, and water service and services competitive with such services as
determined by City ordinance. The tax shall be generally levied only upon purchases within the municipality and
shall not exceed ten percent (10%) of the payments (or at the option of the municipality the applicable physical unit)
received by the seller of the taxable item from the purchaser for the purchase of such service. Purchase of electricity
means the purchase of electric power by a person who will consume it within the municipality. The City levies the
Public Service Tax on each and every purchase ~ electricity, metered or bottled gas, and water service within the
corporate limits of the City in the amount ofig°/n of the total amount billed. Pursuant to the Public Service Tax
Ordinance, the Public Service Tax as imposed by the City does not apply to purchases of bottled water.
The Public Service Tax is not imposed against any fuel adjustment charge which is defined as all increases
in the cost of utility services to the ultimate consumer resulting from an increase in the cost of fuel to the utility
subsequent to October I, 1973. Also exempt are purchases by the United States Government, State of Florida and all
counties, school districts, and municipalities of the state, and by public bodies exempted by law or court order. The
Public Service Tax Statutes provides for certain other exemptions. A municipality may also provide for other
exemptions. The Public Service Tax is to be collected by the seller of the taxable item from the purchaser at the time
of the payment for such service. The seller shall renut the taxes collected to the City in the manner prescribed by the
Public Service Tax Ordinance. The seller is required to renut to the City on or before the fifteenth day of each month
the taxes levied and collected during the preceding month. Except as otherwise provided under Florida law, the
seller shall be liable for taxes that are due and not remitted to the mwiicipality.
The Public Service Tax Ordinance provides that it is unlawful for any seller to collect the price of any sale
of the above described services without, at the same time, collecting the tax levied with respect to said sale or sales
unless the seller shall elect to, assume and pay said tax without collecting the same i~rom the purchaser. Any seller
failing to collect said tax at the time of collecting the price of any sale where the seller has not elected to assume and
pay said tax is liable to the City for the amount of said tax as if the same had actually been paid to the seller and the
Mayor of the City is authorized to bring any necessary suit or action for the recovery of said tax; provided, that the
seller is not liable for the payment of said tax upon uncollected bills.
The Public Service Tax Ordinance also provides that if any purchaser shall fail, neglect or refuse to pay to
the seller the seller's charge and the tax imposed thereon, the seller has the right, power and authority to immediately
discontinue further service to the purchaser until the tax and the seller's bill shall have been paid in full.
The City covenants in the Resolution that, as long as any of the principal of and interest on any Bonds are
outstanding and unpaid, or payment thereof not provided for, it will not repeal the Public Service Tax Ordinance and
will not amend or modify said ordinance in any manner so as to impair or adversely affect the power and obligation
of the City to levy and collect the Public Service Tax or impair or affect adversely in any manner the pledge of the
Public Service Tax, or the rights of the holders of any Bonds or the rate or amount of the Public Service Tax.
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Historical Public Service Tax Collections
The following table indicates the different components of the Public Service Tax (and for fiscal year 2002
the Local Communication Services Tax) for each of the City's fiscal years 1999 through 2002.
Fiscal Years Ended
September 30
FY 1999"'
FY 2000"'
FY 2001"'
FY 2002"'
WATER UTILITY TAXES $199,200 $217,400 $210,700 $197,900
ELECTRIC UTILITY TAXES 1,213,500 1,404,300 1,555,700 1,810,900
TELEPHONE TAXES 282,900 409,300 675,900 1,348,300''
GAS UTILITY TAXES 27,200 30,700 33,000 30,000
PROPANE UTILITY TAXES 9,900 13,100 17,600 16,100
TOTAL UTILITY TAXES $1,732,700 $2,074,800 $2,492,900 $3,403,200
"'Source: City Finance Department.
'''The City has determined that the State of Florida collects the Local Communication Services Tax more
efficiently than the City collected the prior Public Service Tax on telecommunication services.
LOCAL COMMUNICATION SERVICES TAX
Florida Statutes Section 202.19 (the "Local Communication Services Tax Statute") provides that for bills
rendered on or after October 1, 2001 counties and municipalities may levy a discretionary communication services
tax (the "local communication services tax") on communication services. The revenues raised by such tax may be
pledged for the repayment of current or future bonded indebtedness. The City levies a local communication services
tax pursuant to its Ordinance No. 2001-42. Prior to the effective date of the Local Communication Services Tax
Statute the City in accordance with Florida law levied a tax on telecommunication services, pursuant to
authorization granted in the Public Service Tax Statute, at the rate of seven percent (7%). An effect of the Local
Communication Services Tax Statute was to replace the former public service tax on telecommunication services
and franchise fees on cable and telecommunication service providers with the local communication services tax.
This change in law is intended to be revenue neutral to the counties and municipalities. The local communication
services tax is applied to a broader base of telecommunication services than the former public service tax on
telecommunication services and the franchise fee on cable and telecommunication services providers.
Effective October 1, 2001, the City imposed a tax, except as otherwise provided by law, on
communications services which originate or terminate in the State of Florida and are charged to a service address in
the City at the rate of 6.32°Io. The rate of the local communications services tax applicable to the City was reduced to
5.92% on October 1, 2002. The rate of the local communication services tax applicable to the City is expected to
reduce to 5.22% in the fiscal year beginning October 1, 2003. For its fiscal year 2002, the City received the local
communications services tax for only eleven (11) months; beginning October 1, 2002, the tax will be received for all
twelve (12) months of the fiscal year. The Local Communication Services Tax statute provides that, to the extent
that a provider of communications. services is required to pay a tax, charge, or other fee under any franchise
agreement or ordinance with respect to the services or revenues that are also subject to the tax, such provider is
entitled to a credit against the amount of such tax payable to the state in the amount of such tax, charge, or fee with
respect to such service or revenues.
"Communications services" are defined as the transmission, conveyance, or routing of voice, data, audio,
video, or any other information or signals, including cable services, to a point, or between or among points, by or
through any electronic, radio, satellite, cable, optical; microwave, or other medium or method now in existence or
hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include:
(a) Information services.
(b) Installation or maintenance of wiring or equipment on a customer's premises.
(c) The sale or rental of tangible personal property.
12
(d) The sale of advertising, including, but not limited to, directory advertising.
(e) Bad check charges.
(f) Late payment charges.
(g) Billing and collection services.
(h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line
services.
The proceeds of said local communication services tax less the Florida Deparhnent of Revenue's cost of
administration is deposited in the local commmunication services tax clearing trust fund and distributed monthly to the
appropriate jurisdictions.
FRANCHISE FEES
The Franchise Fees constitute the payments to be received by the City from Progress Energy f/k/a Florida
Power Corporation pursuant to Ordinance No. 290 enacted by the City on March 27, 1984 (the "Franchise Fee
Ordinance") whereby the City granted an electric franchise for thirty (30) years to Florida Power Corporation and its
legal representative, successor and assigns ("FPC"). Under the aforementioned ordinance, FPC is required to pay to
the City for a period of thirty (30) years from April 1, 1984, an amount, when added to the amount of all taxes,
licenses and other impositions levied by the City on FPC, equal to six percent (670) of FPC's revenues derived from
the sale of electrical energy to residential and commercial customers within the corporate limits of the City for the
twelve (12) months preceding the applicable anniversary date. Section 4 of such ordinance provides: Within thirty
(30) days after the first anniversary of the effective date of the grant, and within thirty (30) days after each
succeeding anniversary of the effective date of this grant, FPC, shall make the required payment to the City.
The Franchise Fee Ordinance provides that at and after the expiration of such franchise, the City has the
right to purchase the electric plant and facilities of FPC located within the corporate limits of the City which are
used under or in connection with the franchise or right, at a valuation of the property desired, real and personal,
which valuation shall be fixed by arbitration as may be provided by law. Excepted from this reservation are power
plants and high tension transmission lines owned by FPC and connected with its general system of distribution and
used for the purposes of serving communities other than the City.
The City covenants in the Resolution that, so long as any Bonds are outstanding and unpaid, or payment
thereof not provided for, it will not repeal the Franchise Fee Ordinance and will not amend or modify said ordinance
in any manner so as to reduce the rate or amount of Franchise Fees or as to impair or adversely affect the obligation
of FPC, to pay, or the power or obligation of the City to levy and collect [he Franchise Fees, or impair or adversely
affect in any manner the pledge of the Franchise Fees, or the rights of the holders of any Bonds.
The City further expressly represents in the Resolution that it has legal and valid power to levy and
continue to levy and collect said Franchise Fees in the manner provided in said Franchise Fee Ordinance, and the
City further represents that the covenants entered into between the City and the holders of the Bonds with respect to
the pledge of the Franchise Fees constitute a valid and legally binding contract between the City and such
Bondholders and are not subject to repeal, impairment or modification by the City.
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13
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THF. SERIES 2003 BONDS AND THF, PARITY BONDS
The Public Service Tax receipts (which for fiscal year 2002 includes the Local Communication Services
Tax receipts) and Franchise Fees revenues of the City for Fiscal Years ended September 30, 1999 through
September 30, 2002 and their coverage of maximum annual debt service on the Series 2003 Bonds and the Parity
Bonds are set forth in the following table:
Combined
Maximum
Fiscal Annual Debt Coverage Of
Years Service On the Maximum
Ended Series 2003 Annual Debt
September Public Service Franchise Bonds and The Service
30 Tax ' ~' Fees ' ~' Total' ~' Parity Bonds`'' Requirement
1999 $1,732,700 $1,533,200 $4,936,400 $1,275,000 2.38x
2000 2,074,800 1,587,500 4,080,400 $1,275,000 2.73x
200] 2,492,900 1,401,800 3,476,600 $1,275,000 3.20x
2002 3,403,200 1,312,000 3,044,700 $1,275,000 3.87x
'''Derived from audited financial statements of the City.
`''Assumes a principal amount of Series 2003 Bonds of $8,710,000 and a TIC of 3.54~k.
FINANCIAL GUARANTY INSURANCE
Payment Pursuant to Financial Guaranty Insurance Policy
Ambac Assurance Corporation ("Ambac" or "Ambac Assurance") has made a commitment to issue a
financial guaranty insurance policy (the "Financial Guaranty Insurance Policy") relating to the Series 2003 Bonds
effective as of the date of issuance of the Bonds. Under the terms of the Financial Guaranty Insurance Policy,
Ambac Assurance will pay to The Bank of New York, New York, New York or any successor thereto (the
"Insurance Trustee") that portion of the principal of and interest on the Series 2003 Bonds which shall become Due
for Payment but shall be unpaid by reason of Nonpayment by the Obligor (as such terms are defined in the Financial
Guaranty Insurance Policy). Ambac Assurance will make such payments to the [nsurance Trustee on the later of the
date on which such principal and interest becomes Due for Payment or within one business day following the date
on which Ambac Assurance shall have received notice of Nonpayment from the Paying Agent. The insurance will
extend for the term of the Series 2003 Bonds and, once issued, cannot he cancelled by Ambac Assurance.
The Financial Guaranty Insurance Policy will insure payment only on stated maturity dates and on
mandatory sinking fund installment dates, in the case of principal, and on stated dates for payment, in the case of
interest. If the Series 2003 Bonds become subject to mandatory redemption and insufficient funds are available for
redemption of all outstanding Series 2003 Bonds, Ambac Assurance will remain obligated to pay principal of and
interest on outstanding Series 2003 Bonds on the originally scheduled interest and principal payment dates including
mandatory sinking fund redemption dates. In the event of any acceleration of the principal of the Series 2003
Bonds, the insm~ed payments will be made at such times and in such amounts as would have been made had there
not been an acceleration.
In the event the Paying Agent has notice that any payment of principal of or interest on a Series 2003 Bond
which has become Due for Payment and which is made to a Holder by or on behalf of the Obligor has been deemed
a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy
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Code in accordance with a final nonappealable order of a court of competent jurisdiction, such registered owner will
be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise
available.
The Financial Guaranty Insurance Policy does not insure any risk other than Nonpayment, as defined in the
Policy. Specifically, the Financial Guaranty Insurance Policy does not cover:
1 payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund
redemption) or as a result of any other advancement of maturity.
2. payment of any redemption, prepayment or acceleration pre-nium
3. nonpayment of principal or interest caused by the insolvency or negligence of any Trustee, Paying
Agent or Bond Registrar, if any.
If it becomes necessary to call upon the Financial Guaranty Insurance Policy, payment of principal requires
surrender of Series 2003 Bonds to the Insurance Trustee together with an appropriate instrument of assignment so as
to permit ownership of such Series 2003 Bonds to be registered in the name of Ambac Assurance to the extent of the
payment under the Financial Guaranty Insurance Policy. Payment of interest pursuant to the Financial Guaranty
Insurance Policy requires proof of Holder entitlement to interest payments and an appropriate assignment of the
Holder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Series 2003
Bonds, appurtenant coupon, if any, or right to payment of principal or interest on such Series 2003 Bonds and will
be fully subrogated to the surrendering Holder's rights to payment.
The insurance provided by the Financial Guaranty Insurance Policy is not covered by the Florida Insurance
Guaranty Association.
Ambac Assurance Corporation
Ambac Assurance Corporation ("Ambac Assurance") is aWisconsin-domiciled stock insurance corporation
regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do business in
50 states, the District of Columbia, the Territory of Guam and the Commonwealth of Puerto Rico, with ad-nitted
assets of approxi-nately $6,362,000,000 (unaudited) and statutory capital of $3,945,000,000 (unaudited) as of March
31, 2003. Statutory capital consists of Ambac Assurance's policyholders' surplus and statutory contingency reserve.
Standard & Poor's Credit Markets Services, a Division of The McGraw-Hill Companies, Moody's Investors Service
and Fitch, Inc. have each assigned triple-A financial strength rating to Ambac Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of
an obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such
obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy
provisions substantially identical to those contained in its Financial Guaranty insurance policy shall be treated for
federal income tax purposes in the same manner as if such payments were made by the City.
Ambac Assurance makes no representation regarding the Series 2003 Bonds or the advisability of investing
in the Series 2003 Bonds and makes no representation regarding, nor has it participated in the preparation of, the
Official Statement other than the information supplied by Ambac Assurance and presented under the heading
"FINANCIAL GUARANTY INSURANCE."
Available Information
The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). These reports, proxy statements and other information can be read and copied at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The SEC maintains an intereet site at
15
http://.www.sec.gov that contains reports, proxy and information statements and other information regarding
companies that file electronically with the SEC, including the Company. These reports, proxy statements and other
information can also be read at the offices of the New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street,
New York, New York 10005.
Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting
standards are available from Ambac Assurance. The address of Ambac Assurance's administrative offices and its
telephone number are One State Street Plaza, 19th Floor, New York, New York 10004 and (212) 668-0340.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with the SEC (File No. 1-10777) are incorporated by
reference in this Official Statement:
1) The Company's Current Report on Form 8-K dated January 23, 2003 and filed on January 24,
2003;
2) The Company's Current Report on Form 8-K dated February 25, 2003 and filed on February 28,
2003;
3) The Company's Current Report on Form 8-K dated February 25, 2003 and filed on March 4, 2003;
4) The Company's Current Report on Form 8-K dated March 18, 2003 and filed on March 20, 2003;
5) The Company's Current Report on Form 8-K dated March 19, 2003 and filed on March 26, 2003;
6) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and
filed on March 28, 2003;
7) The Company's Current Report on Form 8-K dated March 25, 2003 and filed on March 3l, 2003;
8) The Company's Current Report on Form 8-K dated April 17, 2003 and filed on April 2l, 2003;
and
9) The Company's Quarterly Report on Form 10-Q for the fiscal quarterly period ended March 31,
2003 and filed on May 15, 2003.
All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after
the date of this Official Statement will be available for inspection in the same manner as described above in
"Available Information."
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. The City is primarily a retail, office and residential area with a small amount of light
industry and commercial. The City's 2002 population was approximately 32,000. The City operates according to a
Commission/Manager form of government, with an appointed City Manager, five elected City Commissioners and a
separately elected Mayor. The Mayor votes on matters coming before the City Commission only if a vote by the
other Commissioners results in a tie.
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 2003
Bonds or questioning or affecting the validity of the Series 2003 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
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litigation pending which in any manner questions the right of the City to issue the Series ?003 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 2003 Bonds and the issuance thereof by the City
are subject to the approving opinion of Akenman Senterfitt, Orlando, Florida, Bond Counsel. The proposed legal
opinion of Bond Counsel is set forth as Appendix E. 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 it by recirculation of the Official Statement or otherwise shall create no implication that
Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinions
subsequent to their respective rates. Bond Counsel has not been engaged by the City to confine or verify, and,
except as may be set forth in an opinion of Bond Counsel delivered to the Underwriter, expresses and will express
no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement. Certain legal
matters will be passed upon for the City by Anthony A. Garganese of Brown, Salzman, Weiss & Garganese, P.A.,
City Attorney, Orlando, Florida and by Akerman Senterfitt, Disclosure Counsel. The Underwriters arc being
represented by Shutts & Bowen LLP, Orlando, Florida.
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code") establishes certain requirements which must
be met subsequent to the issuance and delivery of the Series ?003 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 ?003 Bonds to be included in gross income for federal income tax purposes retroactive to
the date of issue of the Series ?003 Bonds. Those requirements include, but are limited to, provisions which
prescribe yield and other limits within which the proceeds of the Series 2003 Bonds and other amounts arc 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 tax
covenants of the City contained in the Resolution, under existing statutes, regulations, published rulings, and judicial
decisions, and subject to the conditions described below, interest on the Series 2003 Bonds is excludable from gross
income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations, although such interest is taken into account in determining
adjusted current earnings for the purpose of computing the alternative minimum tax on corporations.
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 2003 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 purchases or the Series 2003 Bonds should be aware that ownership of the Series 2003 Bonds
may result in other federal tax consequences to certain taxpayers.
Bond Counsel's opinions are based on existing law, which is subject to change. Moreover, Bond Counsel's
opinions are not a guarantee of a particular result, and are not binding on the IRS or the courts; rather, such opinions
represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the
representations and covenants that it deems relevant to such opinions.
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Failure by the City to comply subsequent to the issuance of the Series 2003 Bonds with certain
requirements of the Code regarding the use, expenditure and investment of Series 2003 Bond proceeds and the
timely payment of certain investment earnings to the Treasury of the United States may cause interest on the Series
2003 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 2003 Bonds for purposes of federal
income taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such covenants.
In the opinion of Bond Counsel, the interest on the Series 2003 Bonds is exempt from all present intangible
personal property taxes imposed pursuant to Chapter 199, Florida Statutes.
[nterest on the Series 2003 Bonds may be subject to state or local income taxation under applicable state or
local laws in other jurisdictions. Purchasers of the Series 2003 Bonds should consult their tax advisors as to the
income tax status of interest on the Series 2003 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
2003 Bonds. In some cases these proposals have contained provisions that altered these consequences on a
retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations
similar in nature to the Series 2003 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 2003 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 2003 Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the
Series 2003 Bonds may affect the tax status of interest on the Series 2003 Bonds. Moreover, except as stated above,
Bond Counsel expresses no opinion regarding federal or state tax consequences arising with respect to the Series
2003 Bonds. Prospective purchasers of the Series 2003 Bonds are advised to consult their own tax advisors as to the
applicability of other federal or state tax consequences.
Tax Treatment of Original Issue Discount
Under the Code, the difference between the stated redemption price at maturity of the Series 2003 Bonds
maturing in the years 20_ through 20_, inclusive (collectively, 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 a substantial amount of the Discount Bonds of the same maturity was sold is
"original issue discount." Under Section 1288 of the Internal Revenue Code of 1986, as amended, original issue
discount on tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an
owner of a Discount Bond during any accrual period generally equals (i) the issue price of such Discount Bonds plus
the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of
such Discount Bond (determined on the basis of compounding at the close of each accrual period and properly
adjusted for the length of the accrual period), minus (iii) any interest payable on such Discount Bond during such
accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to
be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax
purposes, and will increase the owner's tax basis in such Discount Bond. The federal income tax consequences of the
purchase, ownership and sale or other disposition of the Discount Bonds which are not purchased in the initial
offering at the initial offering price may be determined according to rules which differ from 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.
Tax Treatment of Original Issue Premium
The Series 2003 Bonds maturing in the year through and in ("Premium Bonds") are
being offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at
maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over
the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a
18
Premium Bond callable prior to its stated maturity, the amortization period and yield must be determined on the
basis of the earliest call date that results in the lowest yield on that Premium Bond), compounded semiannually. No
portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the
owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium
Bond, the owner's tax basis in the Premiwn Bond is reduced by the amount of bond premium that accrues during the
period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes upon the sale or
other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that
Premium Bond. A purchaser of a Premium Bond at its issue price in the initial offering who holds that Premium
Bond to maturity (or, in the case of a callable Premium Bond, the earliest call that results in the lowest yield on that
Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond.
Owners ul~ Premium bonds (or book entry interests in them) should consult their own tax advisers as to the
determination for federal income tax purposes of the amount of bond premium properly accruable in any period with
respect to the Premium Bonds and as to other federal tax consequences and the treatment of bond premium for state
and local tax purposes.
UNDERWRITING
The Underwriters shown on the cover page hereof have agreed, subject to certain conditions precedent to
purchase the Series 2003 Bonds at a price of $ ($ original par amount, less
underwriters' discount of $ and less net original issue discount of $ ), plus accrued
interest. The Underwriters have furnished the information on the cover page of this Official Statement pertaining to
the public offering prices of the Series 2003 Bonds. The public offering prices of the Series ?003 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 ?003 Bonds will be delivered by the City to the Underwriters
unless all of the Series ?003 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 2003 Bonds.
INVESTMENT POLICY
The City's investment policy as adopted on Januv-y 28, 2002 limits the investment of City funds, other than
debt proceeds the investment of which are governed by the applicable City resolution or other authorization, as
follows:
A. The Florida Local Government Surplus Funds Trust Fund ("SBA")
Investment Authorization
The hinance Director may invest in the SBA.
2. Portfolio Composition
A maximum of 100~h of available funds may be invested in the SBA.
B. United States Government Securities
Purchase Authorization
The Finance Director or management designee may invest in direct negotiable
obligations, or obligations the principal and interest of which are unconditionally
guaranteed by the United States Government. Such securities will include, but not be
limited to the following:
l9
Cash Management Bills
Treasury Securities -State and Local Government Series ("BEGS")
Treasury Bills
Treasury Notes
Treasury Bonds
Treasury Strips
2. Portfolio Composition
A maximum of 100% of available funds may be invested in the United States
Government Securities.
3. Maturity Limitations
The maximum length to maturity of any direct investment in the United States
Government Securities is five (5) years from the date of purchase.
C. United States Government Agencies
1. Purchase Authorization
The Finance Director or management designee may invest in bonds, debentures, notes or
callable issued and guaranteed by the United States Governments agencies, provided such
obligations are backed by the full faith and credit of the United States Government. Such
securities will include, but not be limited to the following:
Government National Mortgage Association (GNMA)
-GNMA guaranteed mortgage-backed bonds
-GNMA guaranteed pass-through obligations
United States Export -Import Bank
-Direct obligations or fully guaranteed certificates of beneficial
ownership
Farmer Home Administration
-Certificates of beneficial ownership
Federal Financing Bank
-Discount notes, notes and bonds
Federal Housing Administration Debentures
General Services Administration
United States Maritime Administration Guaranteed
-Title XI Financing
New Communities Debentures
-United States Government guaranteed debentures
United States Public Housing Notes and Bonds
-United States Government guaranteed public housing notes and bonds
United States Department of Housing and Urban Development
-Project notes and local authority bonds
2. Portfolio Composition
A maximmn of 75% of available funds may be invested in United States Government
agencies.
3. Limits on Individual Issuers
A maximum of 50% of available funds may be invested in individual United States
Government agencies.
20
-I. Maturity Limitations
The maximum length to maturity for an investment in any United States Government
agency security is five (5) years from the date of purchase.
D. Federal Instrumentalities (United States Government sponsored agencies)
Purchase Authorization
The Finance Director or management designee may invest in bonds, debentures or notes
which may be subject to call, issued or guaranteed as to principal and interest by United
States Government sponsored agencies (Federal Instrumentalities) which are non-full
faith and credit agencies limited to the following:
Federal Farm Credit Bank (FFCB)
Federal Home Loan Bank or its district banks (FHLB)
Federal National Mortgage Association (FNMA)
Federal Home Loan Mortgage Corporation (Freddie-Macs)
Student Loan Marketing Association (Sallie-Mae)
2. Portfolio Composition
A maximum, of 80°Io of available funds maybe invested in Federal Instrumentalities.
3. Limits on Individual Issuers
A maximum of 40°~0 of available funds may be invested in any one issuer.
4. Maturity Limitations
The maximum length to maturity for an investment in any Federal Instrumentality
security is five (5) years from the date of purchase.
E. Interest Bearing Time Deposit or Saving Accounts
Purchase Authorization
The Finance Director or management designee may invest in non-negotiable interest
bearing time certificates of deposit or savings accounts in banks organized under the laws
of Florida and in national banks organized under the laws of the United States and doing
business and situated in the State of Florida. Additionally, the bank shall not be listed
with any recognized credit watch information service.
2. Portfolio Composition
A maximum of 25% of available funds may be invested in non-negotiable interest
bearing time certificates of deposit.
3. Limits on Individual Issuers
A maximum of 15°Io of available funds may be deposited with any one issuer.
4. The maximum maturity on any certificate shall be no greater than one (1) year from the
date of purchase.
F. Repurchase Agreements
Purchase Authorization
a. The Finance Director or management designee may invest in repurchase
agreements composed of only those investments based on the requirements set
21
forth by the City's Master Repurchase Agreement. All firms are required to sign
the Master Repurchase Agreement prior to the execution of a repurchase
agreement transaction.
A third party custodian with whom the City has a current custodial agreement
shall hold the collateral for all repurchase agreements with a term longer than
one (1) business day. A clearly marked receipt that shows evidence of
ownership must be supplied to the Finance Director and retained.
Securities authorized for collateral are negotiable direct obligations of the
United States Government, Government Agencies, and Federal Instrumentalities
with maturities under five (5) years and must have a market value for the
principal and accrued interest of 102 percent of the value and for the term of the
repurchase agreement. Immaterial short-term deviations from the 102 percent
requirement are permissible only upon the approval of the Finance Director or
management designee.
Portfolio Composition
A maximum of 50% of available funds may he invested in repurchase agreements
excluding one (1) business day agreements and overnight sweep agreements.
3. Limits on Individual Issuers
A maximum of 25% of available funds may he invested with any one institution.
4. Limits on Maturities
The maximum length to maturity of any repurchase agreement is 40 days from the date of
purchase.
G. Commercial Paper
1. Purchase Authorization
The Finance Director or management designee may invest in commercial paper of any
United States company that is rated, at the time or purchase, "Prime-I" by Moody's and
"A-1" by Standard & Poor's (p--ime commercial paper). Additionally, the company shall
not be listed with any recognized credit watch information service.
2. Portfolio Composition
A maximum of 30% of available funds may be directly invested in prime commercial
paper.
3. Limits on Individual Issuers
A maximum of 10% of available funds may be invested with any one issuer.
4. Maturity Limitations
The maximum length to maturity for prime commercial paper shall be 180 days from the
date of purchase.
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H. Bankers' acceptances
Purchase Authorization
The Finance Director or management designee may invest in Bankers' acceptances issued
by a domestic bank or a federally chartered domestic office of a foreign bank, which are
eligible for purchase by the Federal Reserve System, at the time or purchase, the short-
term paper is rated, at a minimum, "P-1" by Moody's Investors Services and "A-1"
Standard & Poor's. Additionally, the bank shall not be listed with any recognized credit
watch information service.
2. Portfolio Composition
A, maximum of 3070 of available funds may be directly invested in Bankers' acceptances
3. Limits on Individual Issuers
A maximum bf 10%~ of available funds may be invested with any one issuer.
~. Maturity Limitations
The maximum length to maturity for Bankers' acceptances shall be 180 days from the
date of purchase.
State and/or Local Government Taxable andlor Tax-Exempt Debt
Purchase Authorization
The 1~inance Director or management designee may invest in state and/or local
government taxable and/or tax-exempt debt, general obligation and/or revenue bonds,
rated at least "Aa" by Moody's and "AA" by Standard & Poor's for long-term debt, or
rated at least "MIG-2" by Moody's and "SP-2" by Standard & Poor's for short-term debt.
2. Portfolio Composition
A maximum of 20% of available funds may be invested in taxable and tax-exempt debts.
3. Maturity Limitations
A maximum length to maturity for an investment in any state or local government debt
security is three (3) years from the date of purchase.
J. Registered Investment Companies (Money Market Mutual Funds)
Investment Authorization
The Finance Director or management designee may invest in shares in open-end and
no-load fixed-income securities money market mutual funds provided such funds are
registered under the Federal Investment Company Act of 1940 and invest in securities
permitted by this policy.
2. Portfolio Composition
A maximum of 100°Ic of available funds may he invested in money market mutual funds
excluding one (I) business day overnight sweep agreements.
2~
Limits of Individual Issuers
A maximum of 25°Io of available funds may be invested with any one money market
mutual fund.
4. Rating Requirements
The money market mutual funds shall be rated "AAm" or "AAm-G" or better by
Standard & Poor's, or the equivalent by another national rating agency.
Due Diligence Requirements
A thorough investigation of any money market mutual market fund is required prior to
investing, and on a continual basis. There shall be a questionnaire developed by the
Finance Director or management designee that will contain a list of due diligence
considerations that deal with the major aspects of any investment pool/fund. A cuiTent
prospectus must be obtained.
K. Intergovernmental Investment Pool
Investment Authorization
The Finance Director or management designee may invest in intergovernmental
investment pools that are authorized pursuant to the Florida Interlocal Cooperation Act,
as provided in Section 163.01, Florida Statutes and provided that said funds contain no
derivatives,
2. Portfolio Composition
A maximum of 2.5% of available funds may be invested in intergovernmental investment
pools.
Investment in any derivative products or the use of reverse repurchase agreements is specifically prohibited by the
investment policy. The City's investment policy may be amended from time to time.
RATINGS
The Series 2003 Bonds are expected to be rated AAA by Standard & Poor's Credit Markets Services, a
Division of the McGraw-Hill Companies ("S&P") and by Fitch Ratings, Inc. ("Fitch") with the understanding that,
upon delivery of the Series 2003 Bonds a financial guaranty insurance policy will be issued by Ambac. S&P and
Fitch have assigned underlying ratings of A and A+ respectively for the Series 2003 Bonds. Such ratings reflect
only the views of such organization and any desired explanation of the significance of such ratings should be
obtained from the rating company at the following addresses: S&P, 55 Water Street, New York, New York ]0041;
and Fitch, One State Street Plaza, New York, New York 10004. 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 2003
Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The accuracy of the arithmetic computations showing the adequacy of the maturing principal and interest
on the securities to be acquired with a portion of the proceeds of the Series 2003 Bonds, together with other
available funds as described under "PLAN OF REFUNDING," has been verified by Public Financial Management,
Inc., the City's financial advisor.
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FINANCIAL STATEMENTS
The City's general purpose financial statements for its fiscal year ended September 30, 2002 appearing in
Appendix "B" hereto have been audited by McDinnit Davis Puckett & Company, LLC, independent auditors, as
stated in their report appearing therein. The auditors have consented to the inclusion of their report in Appendix B.
CONTINUING DISCLOSURE
The City has agreed and undertaken for the benefit of Series 2003 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 City and the
Series 2003 Bonds in each year (the "Annual Report"), and to provide notices of the occun-ence of certain
enumerated events, if material. Such undertaking shall only apply so long as the Series 2003 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
("NRMSIRs") described in the Continuing Disclosure Certificate (Appendix E 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 E.
With respect to the Series 2003 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 2003. The City has now provided such Annual Report to the
NRMSIRs, and has implemented procedures regarding the timely filing of Annual Reports.
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 2003 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 2003 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 2003 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 2003 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.
25
FORWARD-LOOKING STATEMENTS
This Official Statement contains certain "forward-looking statements" concerning the City's operations,
performance and financial condition, including its future economic performance, plans and objectives and the
likelihood of success in developing and expanding. These statements are based upon a number of assumptions and
estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The
words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar
expressions are meant to identify these forward-looking statements. Actual results may differ materially from those
expressed or implied by these forward-looking statements.
CONTINGENT FEES
The City has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to
authorization, sale, execution and delivery of the Series 2003 Bonds. Payment of certain of the fees of such
professionals is contingent upon issuance of the Series 2003 Bonds.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally
or in writing is to be construed as a contract with the owners of the Series 2003 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 of this Official Statement has been duly authorized by the City Commission of
the City. At the time of delivery of the Series 2003 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 the judgment of the undersigned for the purposes
of SEC Rule 15c2-12(6)(3).
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
By:
City Manager
26
APPENDIX A
City of Winter Springs, Florida General Information
[THIS PAGE INTENTIONALLY LEFT BLANK]
GENERAL INFORMATION REGARDING
CITY OF WINTER SPRINGS, FLORIDA
The following information concerning Winter Springs, Florida (the "City") has been
derived from the statistical section of the City's Comprehensive Annual Financial Report for its
fiscal year ended September 30, 2002, and is included only for purposes of supplying
information regarding the City. For additional information concerning the City see "THE CITY"
in the body of the Official Statement.
A-1
CITY OF WINTER SPRINGS, FLORIDA
PROPERTY TAX LEVIES AND COLLECTIONS
LAST TEN FISCAL YEARS
Total
Collections as
a Percent of
Fiscal Total Tax Current Tax Delinquent Tax Total Tax 'T'otal Tax
Year Levy `" Collections Collections Collections Levy
1993 2,333,990 $2,232,344 $810 $2,233,154 95.68~7~
1994 2,6 10,826 2,507,783 4,161 2,51 I ,944 96.2 I ~I~
1995 2,665,426 2,559,179 16,817 2,575,996 96.64~7~
1996 2,769,752 2,670,643 9,896 2,680,539 96.78~I~
1997 2,882,773 2,786,845 4,636 2,791,481 96.83~7~~
1998 3,074,799 2,960,328 7,678 2,968,006 96.53~I~
1999 3,215,932 3,097,939 25,225 3,123,164 97.12~7~,
2000 3,453,596 3,333,]99 2,817 3,336,016 96.60~7~
2001 3,771,445 3,618,281 7,288 3,625,569 96.1370
2002 4,467,372 4,239,840 7,277 4,249,1 17 95.1 I ~7c
`~' Gross taxes before discounts of 1 ~% - 4~%:, depending on month paid.
Source: Seminole County Tax Collector's Office
A-2
CITY OF WINTER SPRINGS, FLORIDA
PROPERTY TAX RATES -DIRECT ANU OVERLAPPING GOVERNMENTS
LAST TEN FISCAL YEARS
St. John's
Seminole River -Water
City of Winter Seminole County School Management
Fiscal Year Springs County Board District Total
1993 3.6153 5.4200 10.0890 0.3580 19.4823
1994 3.9221 5.3620 10.0710 0.4820 19.8371
1995 3.7626 5.1640 ] 0.0930 0.4820 17.5016
1996 3.7023 5.164 10.2910 0.4820 19.6393
1997 3.6083 5.164 102580 0.4820 19.5123
1998 3.6000 5.164 10.0360 0.4820 19.2820
1999 3.5495 5.158 9.9180 0.4820 19.1075
2000 3.5495 4.999 9.5410 0.4820 18.5715
2001 3.5400 52197 9.1620 0.4620 18.3837
2002 3.7708 4.9989 8.5230 0.4120 17.7047
Source: Seminole County Tax Collectors Office
A-3
CITY OF WINTER SPRINGS, FLORIDA
COMPUTATION OF DIRECT AND OVERLAPPING DEBT
SEPTEMBER 30, 2002
Net General
Obligation Debt Percentage Applicable to Amount Applicable to
Jurisdiction Outstanding City of Winter Springs City of Winter Springs
Overlapping:
Seminole County $30,970,000 6.85% $2,121,445
Seminole County
School Board $25,915,000 6.85% $1,775,178
Total Overlapping Debt $56,885,000 $3,896,623
Total Direct Debt`' $ 3,400,000 100% $3,400,000
Total Direct and
Overlapping Debt X60,285 000 $7,296,62
"' The City of Winter Springs has a "limited" general obligation bond that is being repaid through a levy not to
exceed one quarter of one mill on all taxable property in the City.
Source: Seminole County Finance Department
Seminole County School Board
A-4
CITY OF WINTER SPRINGS, FLORIDA
DEMOGRAPHIC STATISTICS
LAST TEN FISCAL YEARS
City of Winter Springs
School Unemployment
Fiscal Year Population`" Enrollmenf`' Rate"'
1993 24,008 3020 5.8°Io
1994 24,772 3268 5.4%
1995 25,673 3297 42%
1996 26,474 3390 3.3%
1997 27,466 3988 3.2°Io
1998 28,404 5967 2.6%n
1999 29,220 5711 2.8%n
2000 30,860 5776 2.6%
2001* 31,666 6421 3.5%n
2002** 32,000 6508 5.6%
' ~' Source: East Central Florida Regional Planning Council
`'~ Source: Seminole County Public School Board
' ~' Source: U.S. Department of Labor
* Unofficial 2001 Census population
** Estimate
A-5
CITY OF WINTER SPRINGS, FLORIDA
PROPERTY VALUES AND CONSTRUCTION
Last Ten Fiscal Years
(Values are in Thousands)
Residential Construction''
Number of Units
Single Multi
Commercial Additions/
Construction'" Alterations'"
Year Family Family Value Value Value
1993 30 I 0 $38,410 $1,260 $3, 818
1994 411 0 48,965 2,000 4,200
1995 333 1 44,425 1,200 3,555
1996 335 2 43,550 655 5,445
1997 327 0 50,428 449 3,603
1998 337 1 56,760 1,331 4,410
1999 418 42 123,290 4,898 6,580
2000 285 I 45,773 6,967 1,189
2001 163 16 31,775 3,403 1,039
2002 135 0 30,057 7,467 I , 196
' 'Source: City of Winter Springs Building Department
Total
Value
X43,488
55,165
49,180
49,650
54,480
62,501
134,768
53,929
36,217
38,720
A-6
CITY OF WINTER SPRINGS, FLORIDA
PRINCIPAL TAXPAYERS
SEPTEMBER 30, 2002
Taxable Assessed
Valuation as
of 2001 Tax
Taxpayer Type of Business Roll ~'~
Golf Terrace, Ltd. Property $22,627,410
Management
Courtney Springs LP Property 13,800,910
Management
Florida Power Corp. Electric Utility 12,173,327
United Dominion Realty Trust Property 7,378,850
Management
Tuscawilla Cay LLC & Developer 6,087,962
TRSC 54th LLC
Hacienda Village Co-Op Property 4,774,657
Management
Time Warner Utilities 3,488,744
BellSouth Communications Utilities 3,338,133
Centex Homes Builder 3,290,694
Winter Springs Golf LLC Developer 3,190,308
Total Taxable Assessed $80,150,995
Valuation of Ten Largest
Taxpayers
Total Taxable Assessed $1,104,589,275
Valuation of Other Taxpayers
Total Taxable Assessed $1 184,740 270
Valuation of All Taxpayers
Source: Seminole County Property Appraiser's Office
~~~ The tax levy for this fiscal year ended September 30, 2002, is based on the 2001 assessed values.
Percentage of
Total Taxable
Value
1.91%
1.16%
1.03%
0.62%
0.51%
0.40%
0.29%
0.28%
0.28%
0.27%
6.77%
93.23%
100.00%
A-7
a
CITY OF WINTER SPRINGS, FLORIDA
ASSESSED AND ESTIMATED VALUE OF TAXABLE PROPERTY
NET OF EXEMPTIONS
Last Ten Fiscal Years
(Amounts Expressed in Thousands)
Ratio of
Centrally Assessed and
Real Property Personal Property Exemptions Totals Total
Fiscal
Tax
Assessed
Estimated
Assessed Estimated Real and
Assessed
Estimated Assessed to
Total
Year Year Value Actual Value Value Actual Personal Value Actual Value Estimated
Value Property Actual Value
1993 1992 $ 802,113 $ 801,890 $20,920 $20,920 $177,446 $ 645,587 $ 822,810 78.46%
1994 1993 830,212 829,973 21,876 21,876 186,417 665,671 851,849 78.14%
1995 1994 882,544 882,258 22,455 22,455 196,599 708,400 904,713 78.30%
1996 1995 935,813 959,556 24,141 24,760 211,837 748,117 984,316 76.00%
1997 1996 992,796 1,001,788 26,362 26,601 220,230 798,928 1,028,389 77.69%
1998 1997 1,061,983 1,061,983 27,701 27,701 235,565 854,119 1,089,684 78.38%
1999 1998 1,127,761 1,149,603 31,494 32,104 253,253 906,002 1,181,707 76.67%
2000 1999 1,178,806 1,216,629 29,756 33,069 238,990 972,981 1,249,699 77.86%
2001 2000 1,276,337 1,284,253 40,568 37,163 251,515 1,065,390 1,321,416 80.62%
2002 2001 1,403,172 1,454,740 45,241 41,730 263,673 1,184,741 1,496,471 79.17%
Source: Seminole County Property Appraiser's Office
APPENDIX B
Form of the Resolution
[THIS PAGE INTENTIONALLY LEFT BLANK]
RESOLUTION N0. 6/ 5
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT E%CEEDING
$9,000,000 IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1989, OF THE CITY OF WINTER SPRINGS, FLORIDA TO HE
APPLIED TO AEFUIID CERTAIN PRESENTLY OUTSTANDING
OHLI CATIONS OF TH£ CITY AND TO CONSTRUCT.AND ACQUIRE A
CIVIC RECREATIONAL COMPLEX AND NECESSARY OFF-SITE
IMPROVEMENTS AND A FIRE STATION; PLEDGING E%CISE TARES
LEVIED BY THE CITY FOR THE PAYMENT OF SAID BONGS; HARING
OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMN,I SSION OF THE CITY OF WIIJTER
SPRINGS, FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the Constitution of the State of Florida;
Chapter 166, Part II, Florida Statutes, Chapter 72-718, Laws of
Florida, Special .4ct of 1972 as amended and supplemented, being the
Charter of the City of Winter Springs, and other applicable
provisions of law.
Section 2. DEFINITIONS. Unless the Context otherwise
reouires, the terms defined in this section shall have the meanines
specified in this section. Words imparting singular number shall
nclude the plural number in each case and v versa, and words
importing persons shall include firms and corporations.
(P.) "ACCRETED VP.LUEE" sY.all m ~ the a.ounts as to which
reference is made that establish the aamounis payable at maturity
or upon red e;~ption prior to maturity on the Capital Appreciation
Honds (hereinafter defined). Such amounts shay- be determined by
sub=_eque r.t resolution of the Issuer.
(B) "P.CT" shall mean Chapter 166, ?- iI, Florida Statutes,
as amended and supplemented, Chapter i2 718, Laws of Florida,
Special Act of 1972 as amended and supplemented, and other applic-
able provisions of law.
(C) "ADDITIONAL PARITY OBLIGAT;OIJS" shall mean additional
obligations issued in compliance with the terms, conditions and
limitatio r.s contained herein which have an equal lien on the Excise
Taxes and shall be payable from the Excise Taxes on a parity with
the Series 1989 Bonds ar.d rank equally in all other re =_pects with
the Series 1989 Bonds.
(E) "AIdBAC Indemnity" shall mean PMBAC Indemnity Corporation,
a Wiscc r,s ia-domiciled stock insurance company.
(E) "AGREEMENT" or "ESCROW DEPOSIT AGREEMENT" shall mean that
certain agreement by ar,d between tY,e Issue: and a bank or trust
company to be selected and named by the Issuer prior to the sale
issued under the terms, conditions and limitations contained
herein.
(K) "CAPITAL APPRECIATION HON DS" shall mean the aggregate
principal amount of the Bonds that bear interest payable solely at
maturity or upon redemption prior to maturity rn the amounts
determined by. ref Branca to the Accreted values, all es shall be
determined by subsequent resolution of the I SSUer.
(L) 'CLERx^ shall mean the City Clerk of the Issuer or such
other person as may be duly authorized by the Issuer to act on his
or her behalf. -
(M) "CONSTRUCTION FUND" shall mean the City of winter Springs
Construction Fund, Series 1989 created pursuant to Section 16
hereof.
(N) 'CURRENT INTEREST BONDS" shall mean the aggregate
principal amount of the Bonds that bear interest payable semi-
annually on such dates as shall be determined by subsequent
resolution of the Issuer. The Current Interest Bonds include
aggregate principal amount of Serial Current Interest Sonds and
such aggregate principal amount of Term Current Interest Bonds, as
shall be determined by subsequent resolution of the Issuer.
(O) "DENT SERVICE FUND" shall mean the City of Winter Springs
Improvement Revenue Ponds Debt Service Fund created and established
pursuant to Section 18 of this Resolution.
(P) "ESCROW HOLDER" shall mean a bank or trust company with
trust pcwe rs appointed by subseque r.t resolution of the Issuer to
serve as Escrow N.o lder nursuar,t to the Agreement.
(Q) "EXCISE TAXES" shall mean the Franchise Fees and the
Public Service Taxes.
(R) "EXCISE TAXES FUND" shall mean the City of Winter Springs
E>:cise Tares Fund created pursuant to Section 1H of this Resolu-
tion.
(S) "FEDERAL S'_'C URITIES" shall mean direct obligations of,
cr obligations the principal of and interest on which are uncon-
ditionally guaranteed by the United States of America, which are
not redeemable prior to maturity at the option of the obligor.
(T) "FISCAL YEP.R" shall mean the period commencin0 on October
1 of each year and ending on the succeeding September 30.
(U) "FRAIJCHISE FEES" shall mean the franchise fees levied and
collected pursuant to Ordinance No. 290 of the Issuer, as amended
and su oplemented, which granted an electric franchise to Florida
Power Corporation for a period of thirty years from April 1, 1989.
of the Series 1989 Bonds (as hereinafter defined) for the purpose
of providing for the payment of the Refunded Bonds (as hereinafter
defined) (or any similar agreement relating to Additional Parity
obligations), which agreement shall be in substantially the form
attached hereto as Exhibit A and incorporated herein by reference.
(F) "AMORTIZATION INSTALLMENT" with respect to ar.y Term Bonds
of a series, shall mean an amount so designated for mandatory
principal installments (for mandatory call or otherwise) payable
on any Term Bonds issued under the provisions of this Resolution
or any subsequent resolution authorizing Additional Parity Obliga-
tions. -
(G) "AVERAGE ANNUAL BOND SERVICE REQUIREMENT" shall mean, as
of each date on which a series of Bonds is issued, the total amount
of Bond Service Requirement to become due on all Bonds deemed to
be Outstanding immediately after the issuance of such series of
Bonds divided by the total number o£ years for which Bonds are
deemed to be Outstanding, except that with respect to any Bonds for
which Amortization Inr tallments have been established, the amount
of principal coming due on the fina'_ maturity date with respect to
such Bonds shall be reduced by the aggregate principal amount of
such Honds that are to be redeemed from Amortization Installments
to be made in prior Hond Years.
(H) "BOND SERVICE REQUIREMENT" for any Bond Year shall mean
the sum of:
(1) The amount required to pay the interest becoming due
on the Outstanding Bonds during such Bond Year, except to the
extent that such interest shall have been provided by payments into
the Interest Account in the Debt Service Fund out of Hord proceeds
for a specified period of time.
(2) The amount required to pay the principal of Out-
standing Serial Honds ma^_uring is such Hond Year.
(3) The Amortizatior, Installment for the Outstanding
Term Bonds due in such Hond Yee r. When determining the amount of
principal of and interest on Outstanding Bonds which mature in ary
year, for purposes of this instrurent or the issuance of ary
Additional Parity Obligations, the stated maturity date o'_ Term
Bonds shall be disregarded and the P.mortizetion Installment, if
any, applicable to Term Bonds rn such year shall be deemed to
mature in such year.
(I) "BOND YEAR" shall men r. the period beginning with October
2 of each year and extending for a period of twelve (12) months
thereafter.
(J) "BONDS" shall mean the Series 1989 Bonds i ued here-
under, together with ar.y P.dditionel Parity Obligation ss hereof ter
(V) "INVESTMENT SECURITIES' shall mean any of the following,
if and to the extent that the same are legal for the investment of
the proceeds of the Bonds and the Excise Taxes:
(1) direct obligations of (including obligations issued
or held in book entry form on the books of) the
Department of Treasury of .the United States of
America;
(2) obligations of any of the following federal agencies
which obligations represent full faith and credit
of the United States of America, including:
- Export-Import Bank
- Farmers Home Administration
- General Services Administration
- U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
- U.S. Department of Housing & Urban Development
(PHA's)
- Federal Housing Administration
(3) bonds, notes or other evidences of indebtedness
rated "AAA" by Standard S Poor's Corporation and
"Ana" by Moody's Investor Services issued by the
Federal National ';ortgage Association of the Fed eIal
Home Loan Mortgage Corporation with remaining
maturities not exceeding three years;
(4) U.S. dollar denominated deposit accounts, federal
funds and banker's acceptances with domestic
commercial banks which have a rating on their short
term certificates of deposit on the date o£ purchase
of "A-1" or "A-1+•' by Standard 6 Poor's and "P-1"
by Moody's and maturing no more than three hundred
sixty (360) days after the date of purchase.
(Ratings on holding companies are not considered as
the rating of the bank);
(5) commercial paper which is rated at the time of
purchase in the single highest classification,
'A-1+•' by Standard 6 Poor's and "P-1" by lloody's
Investor Services and which matures not more than
two hundred seventy (270) days after the date of
purchase;
(6) estments in a money market fund rated "AAAm" o
"
AAAm--G` or better by Standard S Pocr's
Corporation;
B~1
(7) pre-refunded municipal obligations defined as
follows:
Any bonds or other obligations of any state of the United
States or nny agency, instrumentality or local governmental
unit of any such state which ere not callable at the option
of the obligor prior to maturity or as to which irrevocable
instructions have been given Dy the obligor to call on the
date specified in the notice end (A) which are rated, based
on the escrow, in the highest rating category of Standard s
Poor's Corporation and Moody'.s Investor Service, Inc. or any
successors thereto; or (B.)(i) which ere fully secured es to
principal and interest and redemption premium, if any, by a
fund consisting only of cash or obligations described in
paragraph (1) above, which fund may be applied only to the
payment of such principal of end 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 (ii) which fund is sufficient, as verified
by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described
in this paragraph on the maturity date or dates thereof or on
the redemption date or dates specified in the irrevocable
instructions referred to above, as appropriate;
(8) investment agreements approved in writing by AMBAC
Indemnity Corporation supported by appropriate
opinions of counsel with notice to Standard a ?oor's
Corporation;
(9) insured Certificates of Deposit and Time Deposits
received as required by Chapter 280, Florida
Statutes;
(10) in the Local Government Surplus Funds Trust Fund
created pursuant to Chapter 218, Part IV of the
Florida Statutes; and
(11) other forms of investments approved in writing by
AMBAC Indemnity with notice to Standard 6 Poor's
Corporation.
(W) 'ISSllER" or "CITY' shall mean the City of Winter Springs,
Florida.
(X) 'MAXIMUM BOND SERVICE REQUIREMENT" shall mean, as of any
particular date of calculation, the greatest amount of aggregate
Bond Service Requirement for the then-current or any future Bond
Year.
(II) 'RESERVE REQUIREMENT" shall mean in any Bond Yeer the
lesser of the Maximum Bond Service Requirement or 1258 of the
Average Annual Bond Service Requirement.
(JJ) 'AE SOLllTION" shell mean this Resolution, as the same may
be amended from time to time.
(RR) "SERIES 1989 BONDS" shall mean .the City of Winter
Springs Improvement Refunding Revenue Hoods, Series 1989.
(LL) 'SERIAL CURRENT INTEREST BONDS" shall mean the aggregate
principal amount of Current Interest Bonda which ere not Term Bonds
and which shall mature on such dates and in such amounts as shall
be determined by subsequent resolution of the Issuer.
(!Af) "TERM BONDS" shall mean the Bonds of a series, all of
which shall be stated to mature on one date.
(NN) "TAXABLE BOND" shall mean any Bond which states, in the
body thereof, that the interest income thereon is includable in the
gross income of the Holder thereof for federal income tax purposes
or that such interest is subject to federal income taxation.
(00) "TERM CURRENT INTEREST BONDS" shall mean the aggregate
principal amount of Current Interest Bonds which are Term Bonds and
which shall mature on such dates and in such amounts as shall be
determined by subsequent resolution of the Issuer.
(PP) "VALUE", which shall be determined as of the end of each
month, means that the value of any investments shall be calculated
as follows:
(1) as to investments the bid and asked prices of which
are published on a regular basis in The Wall Street
Journal (or, if not there, then in The New York
Times): the average of the bid and asked prices for
such investments so published on or most recently
prior to such time of determination;
(2) as to investments the bid and asked prices of which
are not published on a regular basis in The wall
Street Journal or The New York Times: the average
bid price et such time of determination for such
investments by any two nationally recognized
government securities dealers (selected by the
Trustee in its absolute discretion) at the time
making a market in such investments or the bid price
published by a nationally recognized pricing
service;
(Y) "HUNICIPAL BOND INSURANCE POLICY' shall mean [he
municipal insurance policy issued by AMBAC Indemnity insuring the
payment when due of the principal of and interest on the Bonds as
provided therein.
(2) 'OUTSTANDING` when used in reference to the Bonds, means
ab of a particular date, all Bonds authorized and issued by the
Issuer, except: (i) any Bonds canceled at or-before such date;
(ii) any Bonds for which provisions for payment pursuant to this
Resolution have been made; and (iii) any Bond in lieu of oz in
nubstitution for which another Band shall have been authorized and
delivered pursuant to Section 11 or Section 13 of this Resolution.
(AA) "OWNER OF HONDS" or "OWNER" or any similar term shall
mean any person who shall be the registered owner of any Bond or
Bonds.
(BB) "PAYING AGENT" shall mean any authorized depositary
designated by the Issuer to serve as a paying agent or as the place
of payment for the Series 1989 Bonds that shall have agreed to
arrange for the timely payment of the principal of, interest on and
redemption premium, if any, with respect to the Bonds to the Owners
thereof, from funds made available therefor by the Issuer and any
successors designated by subsequent resolution of the Issuer.
(CC) "PROJECT' shall mean the construction and acquisition of
civic and recreational facilities and the off-site improvements
related thereto, and a fire station in accordance with certain
plans on file or to be filed with the Clerk with such changes,
deletions, additions or modifications to the enumerated improve-
ments and such other improvements as are approved by the City
Commissicn of the Issuer in accordance with the Act.
(DD) "PUBLIC SERVICE TA%~S" or "PUBLIC SERVICE TA%" shall mean
the public service tax levied and collected by the City pursuant
to Section 166.231, Florida Statutes and an ordinance duly enacted
by the Issuer on March 27, 1989, as amended and supplemented.
(EE) "REFUNDED BONDS" shall mean (a) (i) the Issuer's cut-
standing Improvement Revenue Bonds dated April 1, 1979; zed (ii)
the Issuer's outstanding Improvement Revenue Refunding Bonds,
Series 1985.
(FF) ^AEFUNDED SECURITIES" shall mean federal Securities
(GG) "REGISTRAR" shall mean the Paying Agent.
(HH) "RESERVB ACCOUNT" shall mean the special account of the
same name created within the Debt Service Fund pursuant to Section
16C of this Resolution.
(3) ae to certificate of deposit and bankers
acceptances: face amount thereof, plus accrued
interest; and
(4) as to any investment not specific above: the value
thereof established by prior agreement between the
Issuer, the Trustee and AMBAC Indemnity.
Section 3. FINDINGS. It is hereby ascertained, determined
and declared:
A. It is necessary and desirable and in the interests of the
health, welfare and safety of the citizens and inhabitants of the
Issuer that the Project be acquir:d and constructed.
The cost of the Project shall be deemed to include, without
being limited to, the acquisition of any lands or interest therein,
engineering, financial and legal expenses, a reasonable reserve for
debt service, expenses for plans, specifications and surveys,
interest during construction, bond discount, if any, bond in-
surance, if any, administrative expenses and such other expenses
as may be necessary or incidental to the financing authorized by
this resolution, including the cost of any fixtures, equipment or
property necessary or convenient tharef or, and the construction and
acquisition of the Project authorized by this resolution end the
placing of same in operation.
e. The Issuer has previously issued the Refunded Bonds of
which the sum of $9,015,000 principal amount is currently outstand-
ing and unpaid.
C. The Issuer deems it necessary, beneficial and in its best
interest to provide for the refunding of the Refunded Bonds. The
refunding program herein described will De advantageous to the
issuer by consolidating its debt.
D. A portico of the proceeds of the Series 1989 Bands, and
other funds available for such purpose, shall be deposited pu: suant
to the Agreement, in sufficient amounts tooether with the invest-
ment income thereon to pay when due all of the then outstanding
principal and interest, in respect to the Refunded Bonds.
E. Tte Excise Taxes are not now pledged or encumbered in soy
manner, except for the prior payment of the principal or interest
on a portion of the Refunded Bonds, which pledge and encumbrance
shall be defeased pursuant to the refunding herein authorized.
F. The principal of and interest on the Series 1989 Bonds
and all required reserve and other payments shall be payable solely
from the Excise Taxes as provided herein. The Issuer shall never
be required to levy ad valorem taxes on any real or personal
property therein to pay the principal of and interest on the Bonds
B~^
herein authorized or to make any other payments provided for
herein. The Series 1989 bonds shall not constitute a lien upon any
properties owned by or located within the boundaries of the Issuer.
G. The Excise Taxes are estimated to be sufficient. to pay
all principal of and interest on the Prior Honds and the Series
1989 Bonds, as the same become due, and to make all required
payments required by this Resolution.
Section 4. AUTHORIZATION OF REFUNDING AND ACQUISITION AND
OC NSTF.~_CTI ON OF THE PROJECT. There is hereby authorized the
refunding of the Refunded Bonds and the acquisition and construc-
tion of the Project in the manner provided herein.
Section 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall own the same from time to time,
this Resolution shall be deemed to be and shall constitute a
contract between the Issuer and such Owners. The covenants and
agreements herein set forth to be performed by the Issuer shall be
for the equal benefit, protection and security of the legal Owners
of any and all of the Bonds, all of which shall be of equal rank
and without preference, priority or distinction of any of the Honds
over any other thereof, except as expressly provided therein and
herein.
Section 6. AUTHORIZATION OF SERIES 1989 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Improvement Refunding Revenue Bonds, Series 1989", are
authorized to be issued in the aggregate principal amount of not
exceeding $9,000,000.
Section 7. DESCRIPTION OF SERIES 1989 BONDS. The Series 1989
Bonds shall be issued in fully registered form; may be Capital
Appreciation Bonds and/or Current Interest 3onds; shall be dated;
shall be numbered; shall be in the denomination o£ $5,000 each, or
integral multiples thereof for the Curr art Interest Bonds and in
$5,000 maturity amounts for the Capital Appreciation Bonds or in
$E,000 multiples thereof, or such other denominations as shall be
approved by the Issuer in a subsequent resolution prior to the
delivery of the Series 1989 Bonds; shall bear interest at si:ch rate
or rates not exceeding the maximum rate allowed by Florida law, the
actual rate or rates to be determined by the governing body of the
Issuer prior to or upon the sale of the Series 1989 Bonds; may be
issued with original issue discounts and as zero interest rate
bonds; such interest to be payable semi-annually at such times as
are fixed by resolution of the Issuer if Current Interest Bonds and
to be payable at maturity if Capital Appreciation Bonds; and shall
mature annually on such date in such years and amounts as will be
fixed by resolution of the Issuer prior to or upon the sale of the
Series 1989 Honds; and may be serial and/or term Honds.
Mayor of the issuer and shall be signed by, or bear the facsimile
signature of the Clerk and a facsimile of the official seal o£ the
Issuer shall be imprinted on the Series 1989 Bonds.
In case any officer whose signature or a facsimile of whose
signature shall appear on any Series 1989 Bonds shall cease to be
such officer before the delivery of such Series 1989 Bonds, such
signature or such facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained in
office until such delivery, and also any Series 1969 Bond may bear
the facsimile signature of oz may be signed by such persons who,
as et the actual time of the execution of such Series 1969 Bond,
shall be the proper officers to sign such Series 1989 Honds
although at the date of such Series 1989 Hond such persons may not
have been such officers.
Section 9. AUTHENTICATION OF SERIES 1989 BONDS. Only Such
of the Series 1989 Bonds es shall have endorsed thereon a certifi-
cate 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 Series 1969 Hond 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 o£ the
Registrar upon any such Series 1989 Bond shall be conclusive
evidence that such Series 1989 Bond has been duly authenticated and
delivered under this Resolution. The Registrar's certificate of
authentication on any Series 1989 Bond shall be deemed to have been
duly executed if signed by an authorized officer of the Registrar,
but it shall not be necessary that the szme officer sign the
certificate of authentication of all of the Series 1989 Bonds that
may be issued hereunder at any one time.
Section 10. CY aNCE OF S-RIES 1969 BDNDS Any Series 1989
Bond, upon surrender thereof at the principal corporate trust
office of the Fegistrar, together with an assignment duly executed
by the Owner or his attorney or legal representative in such form
as shall b=_ satisfactory to the Registrar, may, at the option of
the Owner, be exchanged for an aggregate principal amount of Series
1989 Bonds equal to the principal amount of tY.e Series 1989 Bond
or Series 1989 Honds so surrendered.
The Registrar shall rake provision far the exchange of Series
1989 Bonds at the principal corporate trust office of the Regis-
trar.
Section 11. NEGOTI P.B III TY. REGISTRATION AND. TRANSFER OF
SERIES 1969 BONDS. The Registrar shall keep books for the regis-
tration of and for the registration of transfers of Series 1989
Bonds as provided in this resolution. The transfer of any Series
1969 Bonds may be registered only upon such books upon surrender
thereof to the registrar together with an assignment duly e>:e cuted
Each Current Interest Bond shall bear interest from the
interest payment date next preceding the date on which it is
authenticated, unless authenticated on an interest payment date,
in which case it shall bear interest from such interest payment
date, or, unless authenticated prior to the first interest payment
data, in which case it shall bear interest from its date; provided,
however, that if at the time of authentication payment of any
interest which is due and payable has not been. made, such Current
Interest Bond shall bear interest from the date to which interest
shall have been paid.
The Capital Appreciation-Bonds shall bear interest only at
maturity or upon redemption prior to maturity in the amount
determined by reference to the Accreted Value.
The principal o£ and the interest and redemption premium, if
any, on the Series 1989 Hands 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 Current Interest Honds
shall be payable by the Registrar on each interest payment date to
the person appearing on the registration books of the Issuer
hereinafter provided for as the registered Holder thereof on the
15th day of the calendar month immediately preceding the applicable
interest payment date, by wire transfer or check mailed to such
registered Holder at his address as it appears on such registration
books. Payment of defaulted interest shall be made to the regist-
ered Holder of record on a special record date for the payment of
such defaulted interest establi =_hed by the Registrar, notice
whereof shall be given to Bondholders not less than 15 days
preceding such special record date. Payment of the principal of
and premium, if any, on all Curre :t Interest bonds and the Accreted
Value with respect to the Capita 1. P.ppreciat ion 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
Series 1989 Honds, elect to use an immobilization system or pure
book-entry system with respect to issuance of such Series 1989
Bonds, provided adequate records will be kept with respect to the
ownership of such Series 1989 bonds issued in book-entry form or
the beneficial ownership of bonds issued in the name of a norm r.ee.
As long as any Series 1989 Bonds are outstanding in book-entry from
the pr ~v isions of Sections e, 9, 30 and 13 of this Resolution shall
not be applicable to such Series 1989 Bonds. The details of any
alternative system of issuance, as described in this paragraph,
shall be set forth in a resolution of the Issuer duly adopted at
or prior to the sale o£ such Series 1989 bonds.
Section 8. EXECUTION O" SERIES 1989 BONDS. The Series 1989
Bonds shall be signed by, or bear the facsirt~ile signature of the
by the Owner or his attorney or legal representative in such form
as shall be satisfactory to the Aegisirar. Upon any such registra-
tion o£ transfer the Issuer shall execute and the Registrar shall
authenticate and deliver in exchange for such Series 1989 Bond, a
new Series 1989 Bond or Series 1989 Bonds registered in the name
of the transferee, and in an aggregate principal amount equal to
the principal amount of such Series 1989 Hond or Series 1989 Bands
so surrendered.
In all cases in which Series 1989 Bonds shall be exchanged,
the Issuer shall execute and the Registrar shall authenticate and
deliver, at the earliest practicable time, a new Series 1989 Bond
of the same type (i.e. Current Interest Bonds will be exchanged for
Current interest Bonds and Capital Appreciation Bonds will be
exchanged for Capital Appreciation Bonds) in accordance with
provisions cf this Resolution. All Series 1989 Bonds surrendered
in any such exchange or registration of transfer shall forthwith
be cancelled by the Registrar. The Issuer or the Registrar may
make a charge for every such exchange or registration of transfer
of Series 1989 Honds cuff icie rt to reimburse it for any tax or
other governmental charge required to be paid with respect to such
exchange or registration of transfer, but no other charge shall be
made to any Owner for the privilege of exchanging or registering
the transfer of Series 1989 Bonds under the provisions of this
Resolution. Neither the Issuer nor the Registrar shall be required
to make any such exchange or registration of transfer of Series
1999 Bonds sufficient to reimburse it for any tax or other govern-
mental charge required to be paid with respect to such exchange or
registration of transfer, but n other charge shall be made to any
Owner for the privilege of exchanging or registering the transfer
of Series 1989 Bonds under the provisions o£ this Resolution.
Neither the Issuer nor the Registrar shall be required to make any
such exchange or registration of transfer of Series 1989 Bonds
during the fifteen (16) days immediately preceding any interest
payment date.
Section 12. OWN=RSHIP OF S-R IES 1989 BONDS. The person in
whose name any Series 1989 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 Series 1989 Bond, and the interest en any such Series 1989
Bonds, (or, in the case of Capital Appreciation Bonds, Accreted
value with r-.spect thereto) shall be made only to or upon the order
of the registered Owner thereo` or his legal representative. R11
such payments shall be valid and effectual to satisfy and discharge
the liability upon such Series 1989 Bond including the premium, if
any, and interest thereon to the extent of the sum or sums so paid.
Section 13. SERIES 1989 BONDS MUTILATED DESTROYED STOLEN
9R LOST. In case any Series 1989 Bond shall become mutilated, or
be destroyed, stolen or lost, the Issuer may in its discretion
cause to be executed, and the Registrar shall authenticate and
B-3
deliver, a new Series 1989 Bond of like date and tenor as the
Series 1989 Bond so mutilated, destroyed, stolen or lost, (i.e.,
Current Interest Bonds shall be issued in exchange for Current
Interest Bonds and Capital Appreciation Bonds shall be issued in
exchange for Capital Appreciation Bonds) in exchange and sub-
stitution for such mutilated Series 1989 Bond upon surrender and
cancellation of such mutilated Series 1989 Bond or in lieu of and
substitution for the Series 1999 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 pay i::g such expenses as the
Issuer and the Registrar may incur. All Series 1989 Bonds so
surrendered shall be canceled by the Issuer. If any of the Series
1989 Bonds shall have matured or be about to mature, instead of
issuing a substitute Series 1989 Bond, the Issuer may pay the same,
upon being indemnified as aforesaid, and if such Series 1989 Bond
be lose, stolen or destroyed, without surrender thereof.
Any such duplicate Series 1989 Honds issued pursuant to this
section shall constitute original, additional contractual obliga-
tions on the parbof the Issuer whether or not the lost, stolen or
destroyed Series 1989 Bonds be at any time found by anyone, and
such duplicate Series 1999 Bonds shall be entitled to eeual and
proportionate benefits and rights as to lien on and source and
=_ecurity for payment from the funds, as hereinafter pledged, to the
same extent as all other Series 1989 Bonds issued hereu n2 er.
Section 14. PROVISIONS FOR REDEMPTION. The Series 1989 Bonds
shall be subject to redemption prior to their maturity, nt the
option of the Issuer, at such times and in such manner as shall be
fixed by resolution of the Issuer prior to or at the time of sale
of the Series 1989 Bonds.
Notice of such redemption shall, at least thirty (30) days
prior to the redemption date, be filed with the Registrar; and
mailed, :ostage prepaid, to all Owners of Series 1989 Bonds to be
redeemed at their addresses as they appear on the registration
books hereinbefore provided for, but £ai lure to mail such notice
to one or more Owners of Series 1989 Bonds shall not effect the
validity of the proceedings for such redemption with respect to
Owners of Series 1989 Bonds to .which notice was duly mailed
hereunder. Each scch notice shall set forth the date fixed for
redemption, the redemption price to be paid and, if less than all
of the Series 1989 Bonds of one maturity are to be called, the
distinctive numbers. ofsuch Series 1989 Bonds to be redeemed and
in the case of Series 1989 Honds to be redeemed in part only, the
portion of the principal amount thereof to be redeemed.
Upon surrender of any Series 1989 Bond for redemption in part
only, the Registrar shall authenticate and deliver to the Owner
thereof, the cost of which shall be paid by the Issuer, a new
[FOAM OF CURRENT INTEREST BONDJ
No. R - $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BOND, SERIES 1989
RNOW ALL MEN BY THESE PRESENTS, that the City of Winter
Springs, Florida (hereinafter called "City"), for value received,
hereby promises to pay to the order of
or registered assigns, as herein
provided, on the day of , upon the presenta-
tion and surrender hereof at the principal corporate trust office
of
n the City of
Florida (the "Registrar"), from the revenues hereinafter mentioned,
the principal sum of
DOLLARS in any coin or currency of the United
States of America which on the date of payment thereof is legal
tender for the payment of public and private debts, and to pay,
solely from said sources, by check or draft mailed to the person
whose name this BOnd is registered at his address as it appears
n the Bond registration books of the City at the close of business
n the fifteenth day of the month (whether or not a business day)
next preceding each interest payment date, interest n said
principal sum on each April 1 and October 1 commencing October 1,
1989 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 pa}^.ant date,
or unless this Bond is registered and authenticated prior to
_, in which event this bond shall bear
interest from ,
The Ponds of this issue shall be subject to redemption prior
to their maturity at the option of the City.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the resolution.
This Sond is one of an authorized issue of Bonds in the
agerecate principal amou rt of $9,000,000 of like date, tenor and
of Sect, except as to number, maturity and interest rate, issued to
finance the cost of refunding certain outstanding obligations of
the City and the cost of acquiring and constructing civic and
Series 1989 Bond of an authorized denomination equal to the
unredeemed portion of the Series 1989 Bond surrendered.
Section 15. FORM OF SERIES 1989 BONDS. The text of the
Series 1989 Bonds shall be in substantially the following form,
with such omissions, insertions and variations as may be necessary
and/or desirable and approved by the Mayor of the Issuer and the
Clerk prior to the issuance thereof, which necessity and/oz
desirability and approval shall be presumed by their execution of
the Series 1909 Bonds and the delivery of the Series 1989 Bonds to
the purchaser thereof by the Issuer:
recreational facilities and related off-site improvements and a
fire sta tion, .pursuant to the authority of and in full compliance
with the Constitution and Statutes of the State of Florida,
including particularly Chapter 166, Part II, Florida Statutes, the
Charter of the City and a resolution duly adopted by the City
Commission of the City on l:ay 1, 1989, as amended and supplemented
(the "Resolution") and is subject to all terms and conditions of
such Resolution.
This Bond and the interest herein are payable solely from and
secured by a lien upon and a pledge of the proceeds of the Public
Service Tax imposed by the City on the purchase of certain
utilities services within the corporate limits of the City, under
the authority of Section 166.231, Florida Statutes, and pursuant
to an ordinance enacted by the City on May 27, 1969, and the
proceeds of the Franchise Fees to be paid for a period of thirty
(30) years from April 1, 1984, by the Florida Power Corporation,
pursuant to an ordinance enacted by the Issuer on March 27, 1984
(such tax and fees, above described, are herein collectively
referred to as "Excise Taxes") in the manner provided in the
Resolution.
This Bond does not constitute an indebtedness of the City
within the meaning of any constitutional, statutory o chzrter
provision or limitation, and it is expressly agreed by the owner
of this Bond that such Owner shall never have the right to require
or compel the exercise of the ad valorem taxing power of the City
or taxation of any real or personal property therein for the
payment of the principal of and interest on this Bond or the ma ki nq
of any sinking fund, reserve or other payments provided for in the
resolution.
It is further agreed between the City and the Owner of this
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon any property o£ or in the City, but shall
constitute a lien only on the Excise Taxes in the manner provided
in the resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
nrecadent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida
applicable thereto, and that the issuance o£ the Bonds cf this
issue does not violate any constitutional or statutory limitations
br provisions.
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial Code - Invest-
ment Securities Law of the State of Florida.
B-4
CERTIFICATE OF AUTHENTICATZON
The transfer of this Bond is registrable by the Owner hereof
f
i
i
in person or by his attorney or legal representative at the This Bond is one of the Bond ons o
s
s issued under the prov
principal corporate trust office of the Registrar but only in the the within mentioned resolution.
manner and subject to the conditions provided in the Resolution
and upon surrender and cancellation of this Bond.
Registrar, as Authenticating
This Bond shall not be valid or became obligatory for any - Agent
purpose or be entitled to any benefit or security under the Date of Authentication: -
Resolution until it shall have been authenticated by the execution By (Man al Sienaturel
by the Registrar of the certificate of authentication endorsed Authorized Officer
hereon.
ASSIGNMENT A ND TRANSFER
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has
issued this Bond and has caused the same to be signed by its Mayor For valve received the under signed hereby sells, assigns and
and countersigned and attested to by the City Clerk, (the signs- transfers unto
tares of the Mayor and the City Clerk being authorized to be
b
f
facsimile of such officers' signatures) and its seal or a facsimile (Please insert Social Security er o
or other identifying num
thereof to be affixed, impressed, imprinted, lithographed or assignee) the within bond of the City
reproduced hereon
all as of the day of , 1989. of Winter Springs, Florida, and d oes hereby constitute and appoint
, attorney, to transfer the
CZTY OF WINTER SPRINGS, FLORIDA Said band on the books kept for registrati0n thereo £, with full
power of substitution in the premises.
(manual or facsimile) Date
(SEAL) Mayor
Signature Guaranteed:
ATTESTED AND COUNTERSIGNED:
NOTICE: Signature(s) must be
NOTICE: No transfer will be
guaranteed by a member registered and no new Bonds will
firm of the Nero York Stock to issued in the name o£ the
__ (manual or facsimile) Exchange or a commercial Transferee, unless the signature
City Clerk bank or a trust company. to this assignment shall
correspond with the name as it
appears upon the face of the
within Hond in every particular,
without alteration or enlarge-
ment or any change whatever and
the Social Security or Federal
Employer identification Number
of the Transferee is suppli-
ed. If the Transferee is a
trust, the nar:es and Social
Security or Federal Employer
Identification Numbers of the
settlor and beneficiaries of the
trust, the Federal Employer
Identification Number and date
of the trust and the nar..e of the
trustee should be supplied.
[End of Form of Current Interest Bond]
proceeds of the Franchise Fees to be paid for a period of thirty
ION BONDS) (30) years from April 1, 1984, by the Florida Power Corporation,
[FORM OF CAPITAL APPRECIAT ursuant to an ordinance enacted by the Issuer on March 27, 1978
p
ere herein collectively
ch tax end fees
above described
t ,
,
(su
referred to as "Erc ise Taxes") in the manner provided in the
:
No. CABR- Maturity Amoun Resolution
Bond Date: $ .
Principal Value
This Hond does not constitute an indebtedness of the City
at Issuance: $ within the meaning of any constitutional, statutory or charter
per $5,000 Maturity Amount provision or limitation, and it is expressly agreed by the Owner
of this Bond that such Owner shall never have the right to require
UNITED STATES OF AMERICA or compel the exercise o£ the ad valorem taxing power o£ the City
STATE OF FLORIDA or taxation of any real or. personal property therein for the
COUNTY~~OF SE:fINOLE payment of the principal of and interest on this Hond or the making
CITY OF WINTER SPRINGS of any sinking fund, reserve or other payments provided for in the
IMPROVEMENT REFUNDING REVENUE BOND, SERIES 1989 resolution.
KNOW ALL MEN BY TEESE PRESENTS that the City of Winter It is further agreed between the City and the Owner of this
Springs, Florida (hereinafter called "City"), for value received, Bond that this Bond and the indebtedness evidenced hereby shall not
hereby promises to pay to the order of constitute a lien upon any property of or in the City, but shall
or registered assigns, as herein constitute a lien only on the Excise Taxes in the manner provided
provided, on the day of , upon the presentz- in the resolution.
tion and surrender hereof at the principal office of
in the City of It is hereby certified and recited that all acts, conditions
Florida (the "Registrar"), from the revenues and things required to exist, to happen and to be performed
herei rafter mentioned, the Maturity Amount specified above on the precedent to and in the issuance of this Bond exist, have happened
Maturity Date specified above, or the applicable Accreted Value (as and have been performed :n regular and due form and time as
reflected in the Schedule of Accreted Values set forth herein) if required by the laws and Constitution of the State of Florida
redeemed prior thereto as hereinafter provided. applicable thereto, and that the issuance of the Bonds of this
issue does not violate any constitutional or statutory limitations
(Insert Optional or Mandatory Redemption Provisions) or provisions.
Notice of such redemption shall be given in the manner This Eond is and has all the qualities and incidents of a
required by the resolution. negotiable instrument under the Uniform Commercial Code - Invest-
meat Securities Law of the State of Florida.
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $9,000,000 of like date, tenor and The transfer of this Bond is registrable by the Owner hereof
effect, except as to number, matur_ty and interest rate, issued to in person or by his attorney or legal representative at the
Finance the cost of refunding certain outstanding obligations of principal corporate trust office of the Registrar but only in the
the City a,^.d the cost of acquiring and constructing a civic manner and subject to the conditions provided in the Resolution
recreational complex and related off-site improvements, pursuant and upon surrender and cancellation of this Bond.
to the authority of and in full compliance v.~ith the Constitution
aid Statutes of the State of Florida, including particularly This Bond shall not be valid or become obligatory for any
Chapter 166, Part II, Florida Statutes, the Charter of the City and purpose or be entitled to any benefit or security under the
a resolution duly adopted by the City Commission of the City on Resolution until it shall have been authenticated by the execution
May 1, 1989, as supplemented (the "Resolution") and is subject to by the Registrar of the certificate of authentication endorsed
all terms and conditions of such Resolution. hereon.
This Sond and the interest herein are payable solely from and Ili WITNESS WHEREOF, the City of Idi nter Springs, Florida, has
secured by a lien upon and a pledge of the proceeds of the Public issued this Bond and has caused the same to be signed by its hfayor
Service Tax imposed by the City on the purchase of certain and countersigned and attested to by the City Clerk, (the signa-
utilities services within the corporate limits of the City, under tares of the Mayor and the City Clerk being authorized to be
the authority of Section 166.237, Florida Statutes, and pursuant
to an ordinance enacted b}' the City on lfa rch 26, 1989, and the
B-5
i
' facsimile of such officers' signatures) and its seal or a facsimile
thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the day of 1989. CERTIFICATE of AUTRENTICATION
I CITY OF WINTER SPRINGS, FLORIDA This Bond is one of the Bonds issued under the provisions of
' the within mentioned Resolution.
_ rmanuel or facsimile)
', (SEAL) Mayor
Registrar, as Authenticating
Agent
ATTESTED AND COUNTERSIGNED: pate of Authentication:
By (Nan al Signature)
Authorized Officer
(manual or facsimile)
AS SIGN: SENT AND TRANSFER
~. City Clerk
i For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other identifying number of
assignee) the within bond of the City
of hinter 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
fire of the 19ew York Stock
Exchange or a commercial bank
or a trust company.]
By: (manual sicnaturel
Title: NOTICE: No transfer will be
registered and no new Ponds will
be issued in the name of the
Transferee, unless the signature
to this a=_signment 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 Em_loyer
Identification Number of the
Transferee is supplied.
[Attach Schedule of Accreted Values]
[END OF BOND FOR1d OF CP.P ITAL APPRECIATION BONDS]
Section 16. nnor rrn ON OF SERIES 1989 90ND PROC~l;DS• The
proceeds, including accrued interest and premium, if any, received
from the sale of any or all of the Series 1909 Bonds shall be
applied by the Issuer simultaneously with the delivery of such
Series 1989 Bonds to the purchaser thereof, as follows:
A. The accrued interest and at the election of the Issuer
interest to accrue during the period the Project is being acquired
and constructed on those Series 1989 Bonds allocable to the Project
shall be deposited in the Interest Account in the Debt Service Fund
and shall be used only for the purpose of paying interest becoming
due on the Series 1989 Bonds. ..Such accrued interest and proceeds
of the Series 1989 Bonds, if any, deposited in the Interest Account
shall be invested sole)/ in Federal Securities until used to pay
interest coming due on the Series 1989 Bonds.
B. Certain of the remaining proceeds shall be deposited with
the Escrow Holder to beapplied as provided in the Agreement, which
together with any other funds to be deposited in escrow, will be
sufficient to pay the principal and interest and redemption premium
when due on the Refunded Bonds.
Such escrowed funds shall be kept separate and sport from all
other funds of the Issuer and the moneys on deposit therein shall
be withdrawn, sed and applied by the Issuer solely for the
purposes set forth herein and in the Agreement. All such proceeds
shall be and constitute trust funds for such purposes and there is
hereby created a lien in favor of the Holders of the Series 1989
Bonds upon such money until so applied.
C. Unless provided from other funds of the Issuer on the
date of issuance of the Series 1989 Bonds or unless provided for
through the purchase of a guaranty or muni c+pal bond insurance
issued by a reputable and recognized municipal bond insurer that
is rated in the hichest rating category by A.M. Best 6 Ccmpany,
Standard 6 Poor's Corporation or ]doody's Investors Service, an
irrevocable letter of credit rated in one of the two h:.ghest
categories by a nationally recognized rating agency which expires
at the final not urity of the Series 1989 Bonds, an irrevocable
surety bond which expires zt the final maturity of the series 1989
Bonds, or sny combination thereof, the Issuer shall deposit to the
Reserve A.cc ount in the Debt Service Fu ;d, which Reserve Account is
h=rein created, a sum sufficient, together with other funds on
deposit in the Reserve Account to equal the Reserve Requirement on
the Series 1989 Bonds, and shall be used only for the purposes
provided in Section 18 of this Resolution.
D. To t::e e ant not reimbursed t:.eref or by the original
purchaser of the Series 1985 Bonds, the Issuer shall pay all costs
incurred in connection with the issuance of the Series 1989 Bonds.
E. The balance of the Series 1989 Bond proceeds shall be
deposited in the City of Winter Springs Construction Fund Series
1989 hereby created and such proceeds shall be used solely to
acquire and construct the Project.
Section 17. SPECIAL OBLIGATIONS DF ISSUER. The Bonds Shall
not be or constitute general obligations or indebtedness of the
Issuer as "bonds" within the meaning of the Constitution of
Florida, but shall be payable solely from and secured by a lien
upon and a pledge of the Excise Taxes as herein provided. No Owner
or Owners of any Bonds issued hereunder shall ever have the right
to compel the exercise of the ad valorem taxing power of the Issuer
or taxation in any form of any real or personal property therein
to pay such principcl and interest from any othei funds of the
Issuer except from the special funds in the manner provided herein.
The payment of the principal of and int _•rest on the Series
1989 Bonds shall be s cured forthwith equally and ratably by, and
the Issuer hereby grants to the Owner an irrevocable lien on the
Excise Taxes, which lien shall be orior and superior to all the
liens and =_n cumbrances on such Excise Taxes and the Issuer does
irrevocably pledge such Excise Taxes to the payment of the prin-
cipal of and interest on the Series 1989 Bonds, for the reserves
therefor and for all other required payments, but only rn the
manner and to the extent provided in this Resolution.
Section 18. COVENANTS OF THE ISSUF4. For so long as any of
the principal of and interest on any of the Series 1989 Bonds shall
be Outstanding and unpaid or until the Issuer hzs made provision
for payment of principal, interest and redemption premiums, if any,
with respect to the Bonds, as provided for in Section 33 below, the
Issuer covenants with the holders of any and all Series 1989 Bonds
as follows:
A. EXCISE T.AY.ES FUND. All Excise Taxes shall upon receipt
thereof be deposited in the "City of Winter Springs Excise Taz~=s
Fund" (hereinafter called the "Excise Tares Fund"), hereby created
and established. All deposits into such Excise Taxes Find sbzll
be deemed to be held in trust for the purposes herein provided and
used and applied only for the purposes and in the manner herein
provided.
The Excise Taxes shall be and are hereby pledged to the
payment of the Principal of, premium, if any, and interest en the
Series 1989 Bonds and to the security thereof. T:-:e holders of the
Series 1989 Bonds shall have a lien upon the Excise Taxes, rn
accordance with the provisions hereof. The E>:c ise Taxes so pledged
and hereafter received by the Issuer shall immediately be subject
to the lien of such pledge without any physical delivery or further
act. All of the Series 1989 Bonds shall be equally and ratably
secured hereby. The money remaining in the Excise Taxes Fund,
after making provision for the payments into the Debt Service Fund,
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and the various accounts therein, hereinafter created and
established, may, so long as there is no deficiency therein, be
used for any lawful purpose.
H. pISPOSITION OF EXCISE TAXES. All Excise Taxe6 in the
Excise Taxes Fund shall be disposed of monthly, but not later than
the fifteenth (15th) day of each month commencing in the month
immediately following the delivery of the Series 1989 Honds only
in the following manner and the following order of priority:
(1) The Issuer shall first deposit into a separate fund
which is hereby created and designated "City of Winter Springs
Excise Taxes Debt Service Fund" (hereinafter called the `Debt
Service Fund",), and credit to the following accounts, each on a
parity with each other, the following identified sums:
(a) Interest account: one-sixth (1/6) of all
interest becoming due on the Cu r: ant Interest Bonds on the next
semi-annual interest payment date, together with any fees or
charges of the Registrar or Paying P.gent thereof. The moneys in
the Interest Account shall be withdrawn and deposited with the
Paying Agent for the Bonds on or before each interest payment date
in an amount su £ficient to pay the interest due on such date and
the fees and charges of the Registrar or Paying Agent. Such
monthly paynents shall be increased or decreased proportionately
prior to the first interest payment date or dates, after making
allows r.c es for ary deposits made into the Interest Account upon the
issuance of the Honds.
(b) Principal Account: Beginning on the first day
of the month which is twelve (12) months prior to first principal
maturity date or the applicable or s'r.orter time period if the first
principsl maturity date is less than twelve (12) months after
delivery of the bonds and monthly thereafter, such su:n as will be
=_uffici ant, together with the funds then on deposit therein, to pay
one-twelfth (1/12) of the principal amount and/or the Accreted
'Jalue (except for payments to be made from the Redemption Accou rt
herein created std established) maturine or scheduled to be called
for redemption on the pert principal naturing date. The moneys on
depes it in the Principal Account shall be withdrawn and deposited
,+ith the Paying P.g ant for such Bonds on or before each principal
maturity date in an amount sufficient to pay the pri r.cipal maturi r.g
on such date and the fees ar.c charge_ of the Registrar or Paying
Agent.
(c) Redemption Account: P.n amount sufficient to
pay any Amortization Insta lament established by any subsecuent
reso:ution of the Issuer.
(d) Following the deposit provided for in Sec ticn
15(C) hereof, no further deposits shall be required to be made into
(5J The Debt Service Fund (including the accounts
therein), the Revenue Fund and any other special funds herein
established and created shall be deemed to be held in trust for the
purposes provided herein for such funds. The money in ell such
funds shall be continuously secured in the same manner as state and
municipal deposits are authorized to be secured by the laws of ~2he
State of Florida.
Except as otherwise provided in Section 16(A) of this Resolu-
tion, moneys on deposit in the Revenue Fund end the Debt Service
Fund excluding the Reserve Account may be invested and reinvested
in Investment Securities which mature not later than the dates on
which tte moneys on deposit therein will be needed for the purpose
of such fund. Moneys in the Reserve Account may be invested and
reinvested in Investment Securities maturing not later than five
(5) years from the date of their deposit in the Reserve Account.
All income on such investments, except as otherwise provided, shall
De deposited in the respective funds and accounts from which such
investments were made and be used for the purposes thereof unless
and until the maximum required amount is on deposit therein, and
thereafter shall be deposited in the Revenue Fund. If the Reserve
Requirement =_h all be on deposit in the Reserve Account, investment
income earned on the Reserve Account shall b=_ deposited in the
Interest Account. To the extent that the Reserve Requirement shall
r.ot be on deposit in the Reserve Account, investment income earned
on the Reserve Account shall remain on deposit therein.
(6) In determining the amou r.t of any of the payments
required to be made pursuant to this Section 19(8), credit shall
De given for all investment income accruing io the respective funds
and accounts described herein, except as otherwise provided.
(7) The cash required to be accounted for in each of the
funds and accounts described in this Section 19, may be deposited
n 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 v pus purposes of such funds
and accounts as herein provided. The d signation and establishment
of the various funds r and by this Resolution shall not be
construed t require the nestablishment o£ any completely indepen-
dent, self-balancing funds as such term is commonly defined and
used in governmental accounting, but rather is intended solely to
constitute an earmerkir,e of certain ues and to establish
certain priorities for application cf esu ch revenues as herein
provided.
C. PUBLIC SERVICE TAXES. For so long as any of the Bonds
are Outstanding and unpaid, or payment thereof has not been duly
provided for, it will not repeal the ordinance levying the Public
Service Sax, and will not amend or modify said ordinance in any
manner so as to impair or adversely affect the power and obligation
of the City to levy and collect the Public Service Tax, or impair
the Reserve Account whenever the amount provided for in Section
16(C) shall be on deposit therein.
Any withdrawals from the Reserve Account shall be subsequently
restored from the first moneys available in the Excise Taxes Fund
after all required payments to the Interest Account, Principal
Account and Redemption Account in the Debt Service Fund (including
all deficiencies in prior required payments therefrom) have been
made in full. Any excess funds in the Reserve Account shall be
transferred to the Interest Account. Upon the issuance of any
Additional Parity Obligations the Issuer shall fund in full part
from the proceeds of such Additional Parity Obligations or in any
other manner provided Section 16(C) hereof the required
additional deposit to th er Reserve Account.
Moneys in the Reserve Account with respect to any series of
Bonds shall be used only for the purpose of payment of maturing
principal of or interest or Amortization Installment with respect
to such series of Bends when the other money in the Debt Service
Fund is insufficient therefor, and for no other purpose.
(2) Upon the issuance of any Additional Parity Obliga-
tions under the terms, limitations and conditions as are herein
provided, the payments into the several accounts in the Debt
Service Fund, shall be increased rn such amounts as shall be
necessary to make the payment for the principal of, and interest
on such Additional Parity Obligations the same basis as
hereinabove provided with respect to the Bonds issued under this
Resolution.
(3) The Issuer shall not be required to make any further
deposits into the Debt Service Fund in any month to the extent the
monthly deposits into the Debt Service Fund, including the Reserve
Account therein, required by this Section 18(B) have been made by
the Issuer prior to the 15th day of each month and no deficiency
exists in any accou rt fir. the Debt Service Fend.
(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
spec if'_ed unless all current payments, including ary deficiencies
for prior payments, have been made in foil and unless the Issuer
shall have complied fully with all the covenants and provisions of
the Resolution.
No further deposit shall be required to any of the accounts
in the Debt Service Fund when sufficient moneys are on deposit in
the accounts within the Debt Service Fund to pay the principal,
interest, and redemption premium, if any, on all Bonds at maturity.
or adversely affect in any manner the pledge of the Public Service
Tax made herein, or the rights of the holders of the Bonds, or the
rate or amount of the Public Service Tax. The City does further
covenant and agree that so long as any of the principal of or
interest on any of the Bonds shell be outstanding and unpaid, or
payment thereof not duly provided for, it will levto the maximum
such Public Service Tax, to the extent necessary up
rate provided by law, as will always, together with other moneys
available therefor, provide funds sufficient to pay, as the same
shall become due, the principal of and interest on the Bonds, in
addition to paying, as the same shall become due, all reserve fund
and other payments provided for in this Resolution and all other
obligations and indebtedness payable out of said Public Service
Ta%.
She Issuer further expressly represents that it has legal and
valid power to continue the levy and collection of the Public
Service Tax cntil all the principal of and .nterest on the Bonds
have been fully paid, notwithstanding that the lgislative authori-
ty therefor may be repealed, amended or modified by the Legislature
of Florida prior to such time; and said City further represents
that the covenants entered into between the City and holders of the
Bonds pursuant to this subsection (C) constitute a valid and
legally binding contract between the City and such Bondholders not
subject to repeal, impairment or modification by the City.
D. FRANCHISE FEES. So long as any of the Bonds are Out-
standing and unpaid, or payment thereof l.as not been duly provided
for, it will not repeal the ordinance granting the franchi=_e to
Florida Power Corporation and levying said Franchise Fees, and will
not ar..end or modify said ordinance in any manner so as to reduce
the rate or amount of Franchise Fees levied thereunder, or impair
or adversely affect the obligation of Florida Power Corporation,
or of its legal representatives, successors or assigns, to pay, or
the power or obligation of the City to levy and collect said
Franchise Fees, or impair or adversely affect in any manner the
pledge of such Franchise Fees made herein, or tY.e rights of holders
of Bonds issued pursuant to this Resolution.
The City further expressly represents that it has legal and
valid power to levy ar.d continue to levy and collect said Franchise
Fees in the manner provided, in said ort finance, and said City
further represents that tSe covenants entered into between the City
and the holders of the Bonds pursuant to this subsection (D)
constitute a valid and legally bindinc contract between the City
and such Bondholders and are not subject to repeal, impairment or
modification by the City.
In the event the Issuer shall acquire the electric power and
distribution facilities o£ the Florida Power Corporation, or in the
event it shell acquire, construct or operate an electric power and
distribution system and the Franchise Fees are not available to the
B-/
City to make the payments therefrom required pursuant to the
provisions of this Resolution, the City will make payment from the
net revenues first available to it from the operation of any such
electric power and distribution system so owned, acquired, con-
structed or operated by it of the amounts required to be paid from
the Franchise Fees pursuant to the provisions of this Resolution.
E. -BOOKS AND ACCOUNTS: AUDIT. The Sssuer shall keep proper
books, records and accounts, separate and apart from all other
records and accounts, showing correct and complete entries of all
transactions relating to the collection and disbursement of the
Excise Taxes. The Owners of any of the Bonds or any duly
authorized agent or agents of such Owners shall have the right at
any and all reasonable times to inspect such books, records and
accounts. The Issuer shall, in accordance with application of
State of Florida law, following the close cf each Fiscal Year cause
an audit of such books, records and accounts to be made by an
independent firm of certified public accountants in accordance with
generally a cepted accounting procedures. Each such audit, shall
include thecfoll owing:
Comments regarding any non-compliance by the City in carrying
out the accounting requirements of this Resolution.
Copies of each such audit report shall be placed on file with
the Issuer and be made available at reasonable times for inspection
by Owners of Bonds, and shall be sent to the nationally recognized
bond rating agencies and to the initial purchasers of the Bonds.
The auditors selected by the issuer shall be changed at any time
by a written request signed by a majority of the Owners.
F. ENFORCEMENT OF CDLLECTIONH. The Issuer will diligently
enforce and collect all Excise Taxes and will take all steps,
actions and proceedings for the enforcement snd collection of such
rates, charges and fees as shall become delinquent to the full
extent permitted or authorized by law; and will maintain accurate
records with respect thereof. All such fees, rates, charges and
revenues herein pledged shall, as collected, be held in trust to
be applied as herein provided.
Nothing herein, however, shall be construed to grant to any
Owner of the Ponds any lien on any property of the Issuer.
G. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue
any other obligations payable from the Excise Taxes nor voluntarily
create or cause to be created any debt, lien, pledge, assignment,
encumbrance or other charge having priority to or being on a parity
with the lien of the Bonds issued pursuant to this Resolution and
the interest thereon, upon said Erc ise Taxes except under the
coral itions and in the manner provided herein. Any obligations
issued by the Issuer other than the Bonds herein authorized and
Additional Parity Obligations, payable from such Excise Taxes,
(A) The Issuer covenants with the Holders of ench Series of
Bonds (other than Taxable Bonds), that it shall not use the
proceeds of such Bonds in any manner which would cause the interest
on such Series of Bonds to be or become includable in the-gross
income of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders of Bonds (other
than Taxable Bonds) that it not will make any use of the proceeds
of such Bonds (or amounts deemed to be proceeds under the Code) in
any manner which would cause such Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code and that it shall not
do any act or fail to do any act which would cause the interest on
such Bonds to become includable in the gross income of the Holder
thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders of Bonds
(other than Taxable Bonds) that it will comply with all provisions
of the Code necessary to maintain the exclusion o£ interest on the
Bonds from the gross income of the Holder thereof for federal
income tax purposes, including, in particular, the payment of any
amount required to be rebated to the U.S. Treasury pursuant to the
code.
(D) The Issuer may, if it so elects, issue one or more series
of Taxable Bonds the interest on which is (or may be) includible
in the gross income of the Holder thereof for federal income tax
purposes, so long as each such Bond states in the body thereof that
interest payable thereon is (or may be) subject to federal income
taxation and provided that the issuance thereof will not cause the
interest on any other Bonds theretofore issued hereunder to be or
become includable in the gross income of the Holder thereof for
federal income tax purposes. The covenants set forth in paragraphs
(A), (H) and (C) above shall not apply to any Taxable Bonds.
Section 19. $VENTS OF DEFAULT. The following events shall
each constitute an "Event of Default^:
(A) Default shall be made in the payment of the principal of,
Amortization Installment, redemption premium or interest on any
Bond when due.
(H) There shall occur the dissolution or liquidation of the
Issuer, or the filing by the Issuer of a voluntary petition in
bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or
assignment by the Issuer for the benefit of its creditors, or
appointment of a receiver for the Issuer, or the entry by the
Issuer into an aereement of composition with its craditors, or the
approval by a court of competent jurisdiction of a petition
applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as
shall contain an express statert~ent that such obligations are
junior, inferior and subordinate in all respects to the Bonds
herein authorized, as to lien on and source and security £or
payment from such Excise Taxes.
_ H. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional
parity Obligations, payable on a parity from the Excise Taxes,
shall be issued after the issuance of the Series 1989 Bonds herein
authorized, except upon the conditions and in the manner herein-
after provided:
(1) There shall have been obtained and filed with the
Issuer a certificate of an independent certified public accountant
of suitable experience and responsibility stating: (a) that the
books and records of the City relating to the collection and
receipt of the Excise Taxes have been audited by him; (b) the
amount of the Excise Tares received for any twelve (12) months out
of the immediately preceding twenty-four (24) months preceding the
date of issuance of the proposed Additional Parity Obligations with
respect to which such certificate is made; (c) that the aggregate
amount of such Excise Tares for such period is equal to not less
than one hundred twenty-five percent (1258) of the N,aximum Band
Service Requirement on all obligations issued under this
Resolution, if any, then Outstanding and on the Additional Parity
Obligations with respect to which such certificate is made.
(2) The Excise Taxes for the preceding Fiscal Year may
also be adjusted to include the estimated Excise Taxes a= certified
by an independent certified public accountant, that the Issuer
would have received from a s that the Issuer has annexed prior
to the issuance of the Additional Parity Obligations and not fully
reflected in such Fiscal Year.
(3) The Excise Ta::es for the preceding Fiscal Year may
also be adjusted to include the estimated Excise Ta::es, a
certified by an independent certified public accountant, that the
Issuer would have received during such Fiscal Year due to increase
in the rate or rates of such Excise Taxes during such Fiscal Year
and not fully reflected in such Fiscal Year.
(4) Each resolution authorizing the issuance of Ad-
tlitional Parity Bonds will recite that all of the covenants herein
contained will be applicable to such Additional Parity Bonds.
(5) The City shall not be in default in performing any
of the covenants and obligations assumed hereunder, and all
payments herein required to have been made into the funds and
accounts, as provided hereunder, shall have been made to the full
extent required.
Section 18. FEDERAL INCOME TAY COVENANTS• TAXAPLE BONDS.
amended, or under any similar act in any jurisdiction which may now
be in effect or hereafter enacted.
(C) She Issuer shall default in the due and punctual perfor-
mance of any other of~the covenants, conditions, agreementsand
provisions contained in the Bonds or in this Resolution on the part
of the Issuer to be performed, and such default shall continue for
a period of thirty (30) days after written notice of such default
shall have been received from the Holders of not less than twenty-
five percent (258) of the aggregate principal amount of Bonds
Outstanding or the Insurer of such amount of Bonds or any Credit
Bank. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a
reasonable period of time and if the Issuer in good faith in-
stitutes curative action and diligently pursues such action until
the default has been corrected.
(D) An event of default pursuant to Section 30 of this
Reso lvtion .
Section 20. REMEDIES. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for
such Bondholders may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent jurisdic-
tion, protect and enforce any and all rights under the laws of the
State of Florida, or granted and contained in this Resolution, and
may enforce and compel the performance of all duties required by
this Resolution or by any applicable statutes to be performed Dy
the Issuer or by any officer thereof.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than t~ve my-five percent (254) of the Bonds then
Outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
with authority to represent such Bondholders in nny legal proceed-
ings for the enforcement and protection of the rights of such
Bondholders and such certificate shall be executed by such Bond-
holders or their duly authorized attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appoir,t-
ment, together with evidence of the requisite signatures of the
Holders of not less than twenty-five percent (256) in aggregate
principal amount of Bonds Outstanding and the trust instrurzent
under which the trustee shall have agreed to serve shall be filed
with the Issuer and the trustee and notice of appointment shall be
given to all Holders o£ Bonds in the same manner as notices of
redemption are given herev r.d er. After the appointment of the first
trust hereunder, no further trustees may be appointed; however, the
Holders of a majority in aggregate principal amount of all the
Bonds then Cutstanding may zemcva the trustee initially appointed
and appoint a successor and subsequent successors at any time.
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Upon the occurrence of an Event of Default, a trustee may,
with the consent of AMBAC Indemnity (in the case of any Sonds
insured by AMBAC Indemnity), ar.d shall, at the direction of AMBAC
Indemnity (in the case of any Bonds insured by RMBAC Indemnity) or
254 of the Bondholders with the consent of AMBAC Indemnity (in,the
case of any Bonds insured by AMBAC Indemnity), by written notice
to the Issuer and AMBAC Indemnity (in tte case of any Bonds insured
by AMBAC Indemnity), declare the principal of the Honds to be
immediately due and payable, whereupon that portion of the prin-
cipal of the Bonds thereby coming due and the interest thereon
accrued to the date of payment shall, without further action,
become and be immediately due and payable, anything in this
Resolution or in the Bonds io the contrary notwithstanding.
Section 21. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS.
The Holders of a majority in principal amount of the Bords then
Outstanding (or any Insurer insuring any t}.en Outstanding Bonds)
have the right, by an instrument or concurrent instruments in
writing executed and delivered to the trustee, to direct the method
and place of conducting all remedial proceedings to be taken by the
trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions hereof,
and that the trustee shall have the right to decline to follow any
such direction which in the opinion of the trustee would be
unjustly prejudicial to Holders of Bonds not parties to such
direction.
Section 22. R_MEDIES CUMULATIVE. No remedy herein conferred
upon or reserved to the Bondholders is intended to be exclusive of
any other remedy or remedies, and each and every such remedy shall
be cumulative, and shall be in addition to every other remedy given
hereunder or no~.u or hereafter existing at taw or in equity or by
statute.
SectioA 23. WAIVER OP CEFAULT. No delay of omission of any
Bondholder to exercise any right or power a uing upon any default
shall impair any such rieht or power o shall be construed to be
a waiver of any such default, or an accuiescence therein; and every
power and remedy given by Section 2D of this Resolution to the
Bondholders may be exercised from time to time, and as often as may
be deemed expedient.
Section 2S. PPPLICA^IO'; O- MOtiv"S S°TER DEFAULT. If an Event
of Default shall happen and shall not have been remedied, the
issuer or a trustee or receiver appointed for the purpose shall
apply all Excise Ta>:es as follows and in the following order:
(A) To the payrzent of the reasonable ar.d proper ch a: gas,
expenses ar.d liabilities of the trustee or receiver, Ragistrar and
Paying Agent hereunder; and
emended, rr under any similar act in any jurisdiction which may now
be in effect or hereafter enacted.
(C) The Issuer shall default in the due and punctual perfor-
mance of any other of~the covenants, conditions, agreements and
provisions contained in the Bonds or in this Resolution on the part
of the Issuer to be performed, and such default shall continue for
a period of thirty (30) days after written notice of such default
shall have been received from the Holders of not less than twenty-
five portent (254) of the agcregate principal amount of Bonds
ou[standinq oz the Insurer of such amount of Bonds or any Credit
Bank. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a
reasonable period of time and if the Issuer in good faith in-
stitutes curative action and diligently pursues such action until
the default has been corrected.
(D) An event of default pursuant to Section 30 of this
Resolution .
Section 20. REMEDIES. Any Holder of Bords issued under the
provisions of this Resolution or any trustee or receiver acting for
such Bondhold ors may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent jurisdic-
tion, protect and enforce any and all rights under the laws of the
State of Florida, or granted and contained in this Resolution, and
may enforce and compel the performance of all duties required by
this Resolution or by any applicable statutes to be performed by
the Issuer or by any officer thereof.
The Holder or Holders of Ponds in an aggregate principal
amount of not less than tae my-fiva percent (254) of the Bonds then
Outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
with authority to represent such Bondholders in any legal proceed-
ings for the enforcement and protection of the rights of such
Bondholders and such certificate shall be executed by such Bond-
holders or their duly authoriz ed attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appoir,t-
ment, together with evidence of the requisite signatures of the
Holders of not less than tu:enty-five percent (254) in aggregate
principal amount of Sonds Outstanding and the trust instrument
under which the trustee shall have agreed to serve shall be filed
with the Issuer and the trustee and notice of appointment shall be
given to all Holders of Bonds in tte sam.a manner as notices of
redemption are given hereunder. P.f ter the appointment of the first
trust hereunder, no further trustees may be appointed; however, the
Holders of a majority in aggregate principal amount of all the
Bonds then Outstanding may remove the trustee initially appointed
and appoint a successor and sub=_equent successors at arq~ time.
including
rincipal
d Section 26. SUPPLEMFNTAL RESOLUTION WITHOUT 90NDNOLDERS'
,
p
(B) To the payment of the interest an
due on the Bonds, as
h Consent. The Issuer, from time to time and at any time, may adopt
en
any redemption premium, if applicable, t such supplemental Resolutions without the consent of the Bond-
follows: holders (which sunplemental Resolution shall thereafter form a part
Unless the principal of all the Bonds shall have become
1 hereof) for any of the following purposes:
(
)
due and payable, all such moneys shall be applied:
(A) To cure any ambiguity or formal defect or omission or to
FIRST: to the payment to the persons entitled thereto correct any inconsistent provisions in this Resolution or to
of all installments of interest then due, in the order of the clarify any matters or questions arising hereunder.
maturity of such installments, and, if the amount available
ll
dholders any additional
B
h
-
shall not be sufficient to pay in full any particular insta on
(H) To grant to or confer upon t
e
that may lawfully
it
ment, then to the payment ratably, according to the amounts y
rights, remedies, powers, authority or secur
due on such installment, to the persons entitled thereto, be granted to or conferred upon the Bondholders.
without any discrimination or preference;
(C) To add to the conditions, limitations and restrictions
ersons entitled t},areto
t to the
th on the issuance of Bonds under the provisions of this Resolution.
p
e paymen
SECOND: to
which shall have
d .
s
of the unpaid principal of any of the Bon
t
i n
reements of the Issuer a
add to the covenants and a
T
D
o
or
become due at maturity or upon mandatory redemption pr g
(
o
)
ower herein reserved
r
ht
d
i
(other than Bonds called for redemption for the
maturit p
o
er any r
g
this Resolution or to surren
y
payment of which moneys are held pursuant to the provisions to or conferred upon the Issuer.
of this Resolution), in the order of their due dates, with
tters and things relative to
d d
t
i
if
interest upon such Bonds from the respective dates upon which y an
e
erm
ne ma
(E) To spec
nsistent with this
i
if the amount available shall not be
and
d
e
th
b nco
such Bonds which are not contrary to or
cind
,
ecame
u
,
ey
articular date,
an
d
d Resolution as theretofore in effect, or to amend, modify or res
y p
ue on
s
sufficient to pay in full Bon
st of such
fi any such authorization, specification or determination at any time
r
together with such interest, then to the payment
t d rior to the first delivery of such Bonds.
ue
interest, ratably a ording to the amount of such interes
c p
then to the payment of such principal,
on such date, and
h
(F) To change or modify the de=_cription of the Project.
ratably according to the amount of such principal due on suc
date, to the persons entitled thereto without any discrimina- (G) To specify and determine matters necessary or desirable
ti on or preference; and
for the issuance of Capital Appreciation Sonds.
THIRD: to the payment of an}' Bonds called for optional
c
a
h
)
redemption pursuant to the provisions of this Resolution. u city for the
se
affect th e
would not mater ally adversely
Issue~h
due
b Bonds but only with the prior consent of AMBAC Indemnity for
ecome
(2) If the principal o£ all the Bonds shall have
t of the changes relating to those Bonds issued by AMBAC indemnity.
and payable, all such ~ Heys shall be applied co the paymen
priccipal and i serest t}.en due and unpaid upon the Bonds, without
t
5~~2 lEd NTAL RESOI JTION 1'I TH BONDHOLDERS' AND
Section 27
preference or priority of principal over interest or of int=res
ther .
INSURER'S CONSENT. Subject to the terms and provisions contained
over principal, or of any installment of interest over any o
nd
B
h in this Section 27 and Section 26 hereof, the Holder or Holders of
o
,
er
installment of interest, or of any Bond over any ot
for principal
el
i not less than a majority in aggregate principal amount of the Bonds
v
y
ratably, aaordicg to the amounts due respect
t sa
itho then Outstanding shall have the right, from time to time, anything
y
u
aid interest, to the persons er.t itled thereto w Contained in this Resolution to the contrary -.otwithstanding, to
discrimination or preferer,c e. consent to and approve the adoption of such supplemental resolution
Section 25. CONTROL BY INSURER. Upon the occurrence and or resolutions hereto as shall be deemed necessary or desirable by
altering,
ing
modif
th
ti
f
l
continuance of an Event of Oef ault, a^y insurer of the pa),nent of
surer shall have
h i ,
y
ng,
e issuer for the purpose o
supp
emen
r escinding, in any particular, any of the
amending, adding to or
n
principal and interest on such bonds, if suc
olicy
ance
i c
terms or provisions ontained _ this Resolution; provided,
`
p
nsur
honored ell of its nmitments under its bond
ent of all
f
o or amendment will, by its terms,
however, that if such modification
orcem
direct and control the en
shall to entitled to
ll insure not take effect so long as any Bonds remain Outstanding, the
.
rights a,-,d remedies with respect to the Bonds it sha consent of the Holders of such Honds shall not be required and such
Sonds shall not be deemed co be outstanding for the purpose of any
B-9
calculation of Outstanding Bonds under this Section 27. Any
supplement el resolution which is adopted in accordance with the
provisions of this Section 27 shall also require the written
consent of the insurer of any Bonds which are Outstanding et the
time such supplemental resolution shall take effect. No
supplemental resolution may be approved or adopted which shall
permit or require (A) an extension of the maturity of the principal
of or the payment of the interest on any Bond issued hereunder, (B)
reduction in the principal amount of any Hond or the redemption
premium or the rate of interest thereon, (C) the creation of n lien
upon or a pledge of other then the lien and pledge created by this
Resolution which adversely ~~affects any Bondholders, (D) a
preference or priority of any Bond or Bonds over any other Bond or
Bonds, or (E) a reduction in the ecgregate principal amount of the
Bonds required for consent to such supplemental resolution.
Nothing herein contained, however, shall be construed as making
necessary the approval by Bondholders or the insurer of the
adoption of any supplemental resolution as authorized in Section
26 hereof.
If at any time the Issuer shall determine that it is necessary
or desirable to adopt any supplemental resolution pursuant to this
Section 27, the Clerk shall cause the Registrar to give notice of
the proposed adoption of such supol emental resolution and the form
of consent to such adoption to be mailed, postage prepaid, to all
Bondholders at their addresses as they appear on the registration
books and to all insurers of Bonds Outstanding. Such notice shall
briefly set forth the nature of the proposed supplemental resolu-
tion and shall state that copies thereof are on file et the offices
of the Clerk and the Registrar for inspection by all Bondholders.
The issuer shall not, however, be subject to any liability to .any
Bondholder by reason of its failure to cause the notice required
by this Section 27 to be mailed end any such failure shall not
effect the validity of such supplemental resolution when consented
to and approved as provided in this Section 27.
Whenever the Issuer shall deliver to the Clerk an instrument
or instruments in writing purporting to be executed by the Holders
of not less than a majority in aggregate principal amount of the
Bonds then Outstandin q, which instrument or instruments shall ref ez
to the proposed supplemental resolution described in such notice
and shall specitically consent to and approve the adopt_on thereof
in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such
supplemental z:e olution in substantially such form, without
liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate
principal amount of the Eonds Outstanding at the time of the
adooti on of such supplemental resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such
supplemental resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any
manner to question the propriety of the adoption thereof,or to
enjoin or restrain the Issuer from adopting the same or from teki nq
any action pursuant to the provisions thereof.
Upon the adoption of any supplemental resolution pursua rt to
the provisions of this Section 27, this Resolution shall be deemed
to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Resolution of
the Issuer and ell Holders of Bonds then Outstanding shall there-
after be determined, exercised and enforced in all respects under
the provisions of this Resolution as so modified and amended.
Section 28. AMENDMENT WITH CONSENT OF 7NSURER ONLY. If all
of the Bonds Outstanding hereunder are insured as to payment of
principal and interest by an insurer or insurers, and the insurer
is not in default, the Issuer may adopt one or more supplemental
resolutions ar ending all or any part hereof, with the written
consent of said insurer or insurers, and prior notice to Standard
s Poor's Corporation, and the acknowledgment by said insurer or
insurers that its insurance or guars my policy will remain in full
force and effect. The consent of the Holders of any Bonds shall
not be necessary. The foregoing right of amendment, however, does
not apply to any amendment with respect to the exclusion, if
applicable, of interest on said Bonds from the gross income of tAe
Holders thereof for federal income tax purposes nor may any such
amendment deprive the Holders of any Bond of right to payment of
the Bonds from, and their lien on, the Excise Taxes. Upon ,f fling
with the Clerk of evidence of such consent of the insurer- or
insurers as aforesaid, the Issuer may adopt such supplemental
resolution. Afiez the adoption by the Issuer of such svoplemental
resolution, notice thereof shall be mailed in the same manner as
notice of an amendment under Section 27 hereof.
Section 29. (A) CONSENT OF AMBAC INDEMNITY. Any provision
of this Resolution expressly recognizing cr granting rights in or
to AMBAC Indemnity may not be amended in any manner which affects
the rights of A1d3AC Indemnity hereunder without the prior written
Consent of AMBAC Indemnity.
(B) Consent of AMBAC Indemnity in Addition to Bondholder
Consent. Unless otherwise provided in this Section, :.MBAC
Indemnity's consent shall be required in addition to BondLolder
consent, when required, for the following purposes: (i) er.e cation
and delivery of any supplemental, or amendatory resolution; and
(ii) initiation or approval of any action not described in (i)
above which requires Bondholder consent.
(C) [onser.t of AMBAC Indemnity Upon Default. Anything in
this Resolution to the contrary notwi thstandir.g, upon the occur-
rence end continuance of an event of default as defined herein, Section 31. PAYMENT PROCEDURE PURSUANT TO MUNICIPAL BOND
AMBAC Indemnity 6ha11 be entitled, as to those Bonds insured by ~ .werla ANCE POLICY. As long as the Municipal Bond InSViance Policy
AMBAC Indemnity to control and direct the enforcement of ell rights shall be in full force and effect, the Issuer and any Paying Agent
and remedies granted to the Bondholders under this Resolution, ~. y9ree to comply with the following provisions:
including, without limitation, acceleration of the principal of the
Bonds as described in this Resolution and the right to annul any (a) if five (5) days prior to an interest payment date the
declaration of acceleration, and AMBAC Indemnity shall also be paying Agent determines that there will be insufficient funds in
entitled to appro~:e all waivers of Events of Default. -the funds and accounts created pursuant to this Resolution to pay
the principal of or interest on the Bonds insured by the lunicipal
Section 30. NOT C S TO BE GIVEN TO AMBAC IND°19iITY. While Bond Insurance Policy on such interest payment date, the Paying
the Municipal Bond Insurance Policy is in effect, the Issuer shell Agent shall so notify AMBAC Indemnity. Such notice shell specify
furnish to AMBAC Indemnity: ~~ the amount of the anticipated deficiency, the Bonds to which such
deficiency is applicable and whether such Bonds will be deficient
(a) as soon as practicable after the filing thereof, a copy as to principal or interest, or both. If the Paying Agent has not
of any financial statement of the Issuer and a copy of any audit o notified AMBAC Indemnity five (5) days prior to an interest
and annual report of the Issuer; payment date, AMBAC Indemnity will make payments of principal or
interest due on the Bonds on or before the fifth (5th) business day
(b) a cony of any notice to be given to the registered owners nett following the date on which AMBAC Indemnity shall have
of any Bonds insured by AMBAC Indemnity, including without limitn- received notice of nonpayment from the Paying Agent.
trop, notice of any redemption of or def ea lance of Bonds insured
by AMBAC Indemnity, end any certificate rendered pursuant to this (b) the Pa in A ant shall, after
y g g giving notice to AMBAC
Resolution, re latin to the securit for the Bonds insured b AMHAC
g y Y Indemnity as provided in (a) above, make available to AMBAC
Indemnity; and Indemnit and, et .1MBAC Indemnit
y y's direction, to the United States
Trust Company of New York, as insurance trustee for AMHAC Indemnity
(c) such additional information it may reasonably request. or any successor insurance trustee (the "Insurance Trustee'), the
registration books of the Issuer maintained by tY.e Paying Agent,
The Issuer will permit Ax1BAC Indemnity to discuss the affairs, and all records relating to the funds and accounts maintained under
finances and accounts of t::e Issuer or any information AMBAC this Resolution.
Indemnity may reasonably request regarding the security for the
Bonds i su red by AMBAC Indemnity with appropriate officers of the
n (c) the Paying Agent shall provide AMBAC Indemnity and the
Issuer.
The Issuer, will permit AMBAC Indemnity to have access to Insurance Trustee with a list of registered owners of Bonds
any of tAe Project financed with Bonds insured by AMBAC Indemnity entitled to receive print ipel or interest payments from AMBAC
and have access to and to make cepi es of all books and records Indemnity under the terms of the Municipal Bond Insurance Policy,
relating to the Sonds insured by AMBAC Indemnity at any reasonable and shall make arrangements with the Insurance Trustee (i) to mail
time. checks or drafts to the registered owners of Bonds entitled to
receive full or partial interact payments from AMBAC Indemnity and
A!9 BAC :~demnity shall have the right to direct an accounting (ii) to pay principal upon Bonds surrendered to the Insurance
at the Issuer's e:<pense, and the Issuer's failure to coroly with Trustee by the registered owners of the Bonds antitled to receive
su c,y direction within thirty (30) days after receipt of written full or partial principal payments from AMBAC Indemnity.
notice of the direction from AMBAC Indemnity shall be deemed an
Evert of Default hereunder; provided, however, that if compliance (d) the Paying Agent shall, at the time it provides notice
cannot occur within such pert od, then such period will be extended to AMBAC Indemnity pursuant to (a) above, notify registered owners
so lo-.g as compliance is begun within such period and diligently of Bonds entitled to receive the payment of principal or interest
pursued, but only if such extension would not material l}' adversely thereon from P?1BAC Indemnity (i) as to the fact of such entitle-
affect the interests of any regist eyed owner of the Bonds. ~ ment, (ii) that AMBAC Indemnity will remit to them all or a part
of the interest payments next coming due upon proof of Bondholder
Notwithstanding any other provision of this Resolution, the entitlement to interest payments and delivery to the Insurance
issuer shall immediately notify AMBAC Indemnity if say time there Trustee, in form satisfactory to the Insurance Trustee, of an
are insufficient moneys to make any payments of principal end/or appropriate assignment of the reeistered owner's/right to payment,
interest as required and immediately upon the occurrence of any (iii) that should they be entitled to receive full payment of
Event of Default hereunder. Principal from AMBAC Indemnity, they must surrender 'their Bonds
(along with an appropriate instrument of assignment in form
B~ 1
satisfactory to the Insurance Trustee to permit ownership of such
Bonds to he registered in the name of AMBAC Indemnity) for payment
to the Insurance Trustee, and not the Paying Agent, and (iv) that
should they be entitled to receive partial payment of principal
from AF;BAC Indemnity, they must surrender their Bonds for payment
thereon first to the Paying Agent who shall note on such Bonds the
portion of the principal paid by the Paying Agent and then, along
with an appropriate instrument of assignment in form satisfactory
to the Insurance Trustee, to the Insurance Trustee, which will then
pay the unpaid portion of principal.
(e) in the event that the Paying Agent has notice that any
payment of principal of or interest on a Bond which has become due
for payment and which is made to a Bondholder by or on behalf of
the Issuer has been deemed a preferential transfer and theretofore
recovered from its registered owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with the
final, nonappealeble order of a court having competent jurisdic-
tion, the Paying Agent shall, at the time AMBAC Indemnity is
notified pursuant to (a) above, notify all registered owners that
in the event Chat any registered owner's payment is so recovered,
such registered owner will be entitled to paym_nt from AMHAC
Indemnity to the extent of such r ovary if suf £icrent funds ere
not otherwise available, and the Raying Agent shall furnish AMBAC
indemnity its records evidencing the payments e£ principal of and
interest on the Bonds which have been made by the Paying Agent, and
subsequently recovered from registered owners and the dates on
which such payments were made.
(f) in addition to those rigtts granted AMHAC Indemnity under
this Resolution, AMBAC Ind e.-:pity shall, to the extent it Hakes
payments of principal of or interest pn Bonds, become subrogated
to the rights of the recipients of such payments in accordance with
the terms of the ]Municipal Bond iasurar.ce Policy, and to evidence
such subrocation (i) in the case of subrogation as to claims for
past due r Brest, the Paying P.cent shall note AN.BAC Indemnity's
rights as sutrogee n the registration books o' the Issuer main-
tained by the Paying Agent, upon receipt from AMBAC indemnity of
proof of the payment of interest thereon to the registered owners
of th.e Bends, and (ii) in the case of subrogation as to claims for
past due pri r.cipal, the Peyi r.q Agent s`.a 11 note AMBAC Indemnity's
rights as subrogee on the recistr anon books of the Tssuer aain-
tai,:ed by the Paying Agent upon sacra rder of the Bonds by the
registered o s thereof together with proof o£ the payment o£
principal thereof.
Section 32. PARTIES INTERESTED HEFEIN. Nothing in this
Resolution expressed or implied is intended or shall be construed
to confer upon, or to give to, any person or entity, other than the
Issuer, FMBAC Indemnity (as to those 9ond5 insured by F.MPF.C
ndemnity), the Paying Age r.t, and the registered o++r,ers of the
Hond=_, any right, remedy cr claim under or by reason of this
In the event the Bonds for which moneys are to be deposited
for the payanent thereof in accordance with this Section 33 are not
by their terms subject to redemption within the next succeeding
sixty (60) days, the issuer shall cause the Registrar to mail e
notice to the Holders of such Bonds that the deposit required by
this Section 33 of moneys and/or Federal Securities has been made
and said Bonds are deemed to be paid in accordance with the provi-
sions of this Section 33 and stating such maturity or redemption
date upon which moneys are to be available for the payment of,
including any redemption premium, and interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call
any of the outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to
impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
In the event that the principal and/or interest due on any
Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal
Bond Insurance Policy, the Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be
considered paid by the Issuer, and the assignment and pledge of the
Excise Taxes and all covenants, agreements and other obligations
of the Issuer to the registered owners shall continue to exist and
shall run to the benefit of AMBAC Indemnity, end AMBAC Indemnity
shall be subrogated to the rights of such registered owners.
Sr coon 34. HOLDERS 1'OT AF=ECTED BY USE OF PROCEEDS. The
Holders of the Honds shall have no responsibility for the use of
the proceeds thereof, and the use of such proceeds by the Issuer
shall in no way affect the rights of such Holders. The Issuer
shall be irrevocably obligated to pay the principal cf and interest
n the Bonds and to make all reserve and cth.er pa;-ie nts~provided
for herein from the E~•:c lse Tares notwithstanding any failure of the
Issuer to use and apply such proceeds in the manner provided
herein.
Section 35. CAPITAL P~PRECIPTI"y =0ND5. For the purposes of
(i) receiving payment of the redemption price of a Capital
Appreciation Bond if redeemed prior to maturity, (ii) recerving
payment if the principal of all Bonds is declared immediately due
and payable, (iii) computing 9ond Service Requirement (iv) in
compute r,q the amount of H.o ld ers required for any notice, cons ant,
request or demand hereunder for any purpose whatsoever, the
principal amount of a Capital Appreciation Bond shall be deemed to
be its P.ccr eted Value.
Section 36. SEVERAHILITY. If any one or more of the cove-
nants, ogre ements or prove ons of this Resolution should be held
:cntrery to any express provision of law or contrary to the policy
~f express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
Resolution or any covenant, condition or stipulation hereof, and
all covenants, stipulations, promises and agreements in this
Aesolu ti on, contained by and on behalf of the Issuer shall be for
.the sole and exclusive benefit of the Issuer, AMBAC Indemnity (as
to those Bonds insured by AMBAC Indemnity), Paying Agent, and the
registered owners of the Bonds.
Eection 33. DEFEASANCE. If the Issuer shall pay or cause to
.be paid or there shall otherwise be paid to the Holders of all
Bonds the principal, any redemption premium, if applicable, and
interest due or to become due thereon, at the times and in the
manner stipulated therein and ~in this Resolution, then the pledge
of the Excise Taxes, and all covenants, agreements and other
obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied.
In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to this
Resolution which are not required for the payment or redemption of
Bonds not theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto,
whether at or prior to the maturity or redemption date of such
aonds, shall be deemed to have been paid within the meaning of this
Section 33 if (A) in case any such Bonds are to be redeemed prior
to the maturity thereof, there shall have been taken all action
necessary to call such Bonds for redemption and notice of such
redemption shall have been duly c_v en or provision shall have been
made for the giving of such notice, and (B) there shall have been
deposited in irrevocable trust with a banking institution or trust
company by or on behalf of the Issuer either moneys in an amount
which shall be sufficient, or Federal Securities the principal of
and the interest on which when due will provide moneys which,
tocether with the moneys, if any, deposited with such bank or trust
ccmpany at the same time shall be sufficient, to pay the principal,
of any redemption pramiu ~, if applicable, and interest due and to
become due on said Bonda on and prior to the redemption date or
maturity date thereof, as the case may be. ~::c apt as hereafter
pr cv ided, r,ei the- the Federal Securities nor any moneys so deposit-
ed with =_uch bank or trust company nor any moneys received by scch
bank or trust company on account of principal of or redemption
premium, if applicable, or interest on said Federal Securities
shall b withdrawn or used for any purpose other than, and all such
moneys _ha 11 be held in trust for and be applied to, the payment,
whe r, doe, of the prig cipal of or redemption premium, if applicable,
of the Bonds for the payment or redemption of which they were
depesited and the interest accruing thereo r. to the date of maturity
or redemption; provided, however, the Issuer may substitute -ew
Federal Securities and moneys for the deposited Federal Secc cities
and moneys if the ne~~+ Federal Securities and moneys are sufficient
to pay the principal of or redemption premium, i£ applicable, and
interest on the refunded Bonds.
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements
or provisions of this Resolution or of the Bonds or any coupons
issued thereunder.
Section 37. INCONSISTENT RESOLUTIONS. All prior resolutions
of the Issuer inconsistent with the provisions of this Resolution
are hereby modified, supplemented and amended to conform with the
provisions herein contained.
Section 3H. EFFECTIVE DATE. The provisions of this reso-
lution shall take effect immediately upon its passage.
ADOPTED this 1st day of May, 1989.
(SEAL) CITY COF4MISSION OF THE CITY OF
MINTER SPRINGS, FLORIDA
2L;'LE ~~ ~ h-lLC2~
Ma or
ATTEST:
City Clerk
Appr ed as to F m and Legal
Euf c ~%n
City P.
~~~
J~ ~~
B~ 1 1
RESOLUTION N0.200}28
A RESOLUTION OF' THE CITY OF WINTER SPRINGS,
F'1,ORIDA AMENUING AND SIIPPLF:MF:NTING
RB.SOI,UTION NO. 6(5 AS HERETOFORE, AMHNDEU
AND SUPPLEMENTF,D; FOR THE PURPOSE, OF
PROVIDING FY)R THE. REFUNDING OF ALL THE CITY'S
OUTSTANDING IMPROVEMENT REFUNDING RF:VF,NUE
BONDS, SERIES 1993; AUTHORIZING THE ISSUANCE BY
THE CITY ON NOT EXCEEDING 59,000,000 IN
ACCRF,GATF. PRINCIPAL, AMOUNT OF IMPROVEMENT
REFUNDING RF.VF.NUE BONDS, SERIES 2003, TO
FINANCE A PART OF THE COST OF SUCH REFUNDING,
TO FIINU A DEPOSIT TO THE SUBACCOUNT IN THE
RESERVE ACCOUNT ANU PAY THE COSTS OF
ISSIIANCF. OF THE SF,RIES 2003 BONDS; ACCEPTING
THE. INSURER'S COMMITMENT REhATING TO A
FINANCIAL GUARANTY INSURANCE. POLICY AND
SURETY BOND WITH RFSPF,CT TO THE SERIFS 2003
BONDS; PLED(:INC TO SF,CURF, PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE SERIES 2003
BONUS, ON A PARITY WITH THE CITY'S
OUTSTANDING IMPROVE-MF,NT REFUNDING REVENUE
BONDS, SERI&S 1999, THE FRANCHISE FEES RF,CEIVED
BY THE CITY FROM FLORIDA POWER CORPORATION,
THE PUBLIC SERVICE TAXES LEVIED BY THE, CITY
PURSUANT TO SF,CTION 166.231, FWRIDA STATUTES
AND THE LOCAL COMMUNICATIONS SERVICFSS TAX
LEVIED BY THE CITY PURSUANT TO SECTION 202.(9,
FLORIDA STATUTES; AMENDING THE DEFINITION OF
EXCISE, TAXES IN CITY RESOLUTION NO. 615 TO
INCLUDE THE- LOCAL COMMUNICATION SERVICES
TAX; MAKING CERTAIN COVENANTS AND
AGREEMENTS FOR THE BENEFIT OF THE HOLDERS
OF THE, SF,RIES 2003 BONDS; ANU PROVIDING AN
EFFECTIVE DATE.
BF, IT RESOLVED BY THE, CITY COMMISSION OF THE, CITY OF WINTER
SPRINGS, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolmion is adopted
pursuam to Chapter 166, Pan ll, Florida Stamtcs Chapter 72-718, laws of Florida. Special Acts
ut 1972 as amended and supplemented, being the Chaser o(the City of Winter Springs, Florida,
the Original Instmment (as hereinafter defined) and other applicable provisions of law.
SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the
Original Instrument shall have the respective meanings assigned thereto by the Original
Ezpon-Import Bank
Rural Economic Community Development Administration
U.S. Maritime Administration
Small Business Adndnistmlion
U.S. Department of Housing & Urban Development (PHAs)
Federal Housing Administration
Federal Financing Bank
(2) Direct obligations of any of the following federal agencies which
obligations are not fully guaranteed by the full faith and credit o(the United States o(America:
- Senior debt oDligetions issued by the Federal National Mortgage Association
(FNMA) a Federal Home [-oan Mortgage Corporation (FHLMC).
- Obligations of the Resolution Funding Corporation (REFCORP)
- Senior debt obligations of the Federal Home Loan Bank System
- Senior debt obligations of other Govemment Sponsored Agencies approved by
Ambac Aswrance.
(3) U.S. dollar denominated deposit accounts, federal funds and bankers'
acceptances with domestic commercial banks which have a rating on their short term cenificales
of deposit on the date of purchase of "P-1" by Maody's and "A-I" or "A-1+" by S&P and
maturing not more Than 360 calendar days after the date of purchase. (Ratings on holding
companies arc rent considered as the rating o(the bank);
(4) Commercial paper which is rated at the time of purchase in the single
Aighrsl classification, "P-1" by Moody's and "A-1+" by S,$P and which matures rtol more than
270 calendar days after the dale of purchase:
(A Investments in a money market fund rated "AAAm" or "AAAm-G" or
better by 5&P,
(6) Pre-refunded Municipal Obligations defined as follows: any bonds or
other obligations of any state of the United Stales of America or of any agency, inswmentality
a local governmental unit of any such stale which arc not callable at the option of the obligor
prig ro maturity or as to which imwocabk insWCtions have been given by the obligor to call on
the dak specified in the notice: and
(A) which arc rated, based on an irrevocable escrow account or fund
(Ihe "escrow"), in the highest rating category of Moody's or $&P or any successors Iherelo: or
(B) (i) which arc fully secured as to principal and a interest and
rellrnrption premium, if any, by an escrow consisting only of cash or obligations described in
paragraph A(2) above, which escrow may be applied only to Ne payment of such principal of
aM interest and redemption premium, if any, on such bonds or other obligations on the maturity
dot or dales thereof a the specified redemption date or dates pursuam to such irrevocable
Instmmrnt and the following terms shall have the lollowing meaning. Hole+. the context elc:aly
othelwi.w rcgnins.
"Act" shall mean Chapter 166, Pan II, Ilorida Statutes, as amendeJ and uipplemenleJ.
Chapter 72-718, laws of Florida. Special Act ul 1972 as amended ant supplementeJ. and other
applicable provision..+of law.
"Agreement" u ~ "ISsemw Delxxit Agreement" shall mean that cenain agrcement by and
between the Issuer and a bank or tmst company to be celrcleJ ant name) by the Issuer prior lu
the sale of the Series 2003 Bunts tors hereinafter definrdl fur the purpine of provisiog (ur the
payrttem of the Prior Bonds (as hereinafter defincJ).
"Ambac Assurance" shall mean Ambac Assurance Curpurnlion. a Wisconsin-Domiciled
stork insurance company.
"C'ontinuing Disebsurt• CertiBcale" shall mean that cenain certificate rcl:ueJ to the Scrics
2003 Bonds to be executed by the Issuer prior to the time the Lssurr delivers the Series 2fNA
Bonds m the participating underwriter or underwriters, as it may he amended from lime b time
in acaxdane with the terms Ihercof, whereby the h.+urr undenakcs to comply with the
secondary disclosure requirements of the Rulr.
"Excise Taxes' shall have the meaning ascribeD to such Iran pucsuam h, Section 26
hereof.
"Financial Guammy Insurance Policy" shall mean the financial guar;mty incuraru~e policy
issued by Ambac Assurance insuring the payment when Jus• of [he principal o(:mJ interest un
the Series 2003 AonJs ax provided therein.
"Investment Securities" shall mean in regard to investments pursuant In This Resolution.
any investment permitted under applicable Stale and federal law including uni C+ of participation
in the Local Govermnent Surplus Ponds True Pund esmblishcd punuanl to Part IV, Chapter 218,
Florida Statutes and
A. (1) Cash (insured at all limes by the Federal Deposit Insurance Curlwrariom,
(2) Direct obligations of (including obligations ivsued or held in Ixtok entry
form on the books of the Department of [he Treasury of the United Statr.ulf America) or
(3) Senior deM obligations of other Govemment Sponsored Agencir+
approved by Ambac Assurance.
'Ihe above alw constitute "Federal Securities" in regard le any Jefravance of the
Series 2W3 Bonds.
B. (p Obligations of any of the following tedeml agencies which obligations
represent the toll faith and credit of the United States oC America, including:
instmClions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and interest and
redemption premium if any, on the bonds or other obligations described in this paragraph on the
maturity date or dales or redemption date or dates specified in the irrevocable instructions
referred to above, as appropriate.
(7) Municipal obligations rated "Aaa/AAA" or gerteral obligations of State
with a rating of "A2/A" or higher by both Moody's and S&P.
(8) Investment agreements approved in writing by Ambac Assurarce
(supposed by appropriate opinions of counseU: and
(9) Other forms of investments (including repurchase agreements) approved
in writing by Ambac Assmartce.
C. The value of the above investments shall be determined as follows:
a) For the purpose of determining the amount in any fund, all Investment
Securities credited to such fund shall be valued at fair market value. The Registrar shall
determirce the fair market value based on accepted irdrrstry standards and from accepted industry
providers. Accepkd industry providers shall include but are rwt lindted to pricing services
provided by Financial Times Interactive Data Corporation, Merrill Lynch. Salomon Smith
Bamey, Bear Steams, or Lehman Brothers.
b) As Io certificates of deposit and bankers' acceptances: the face amount
thereof, plus accnred interest thereon; and
c) As to any investment not specified above: the value thereo(established by
prior agreement among the Issuer, Ilre Registrar, and Ambac Assurance.
"Local Communication Services Tax" shall mean the discretionary communication
services tax levied by the City pursuant to Section 202.19, Florida Statutes and City Ordinance
No. 2001-42 as amended and supplemented from time to lime.
"Qiginal Inswment" shall rrtean Resolution No. 6l5 adoged by the City Commission of
the City on May 1, 1989, as heretofore amertded and supplemented.
"Parity Obligations" shag mean Ore Issuer's outstanding Improvement Refunding
Revenue Bonds, Series 1999.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company. a lmsL any unincorporated organization or govemmental entity.
"Prior Bonds" shall mean the Outstanding bolds of the City of Winter Springs. Florida,
Improvement Refunding Revenue Bonds, Series 1993.
Ita`M1IINSrAI
B~~n
"Remlulion" shall mran the Original Inxrrumenl as amenJed and supplemented including
the amrndmcnts nerd supplrmenls made by this Rcsulution and any resolution supplementing nr
amending the Resolution.
"Ihis Resolulion" shall mean Ihis iacwmenh as the .came may from rime to time be
amended, mrxlif icJ or supplemrntrd.
"Rule" shall mean Rule ISc2-12 0( the United Slates Securities and Nxchange
Commission, as amenJed.
"Series 2W3 &mJs" shall mran Ihr ('sly of Winkr Springs, l(oes)s Impmvemem
Refunding Revenue Ronde. Series 21x5.7 authorized bs he issuul pursuant b Secfion 7 of this
Resolution.
"Surfs" shall mran the Smtr of liorida.
"Surely Bond" shall mean the surety Mmd issued by Ambac Assurance guarantcring
certain payments imo the suhaccoum within the Rrcerve Acttmnl creased with respect lu the
s'erirs 2W3 Rands as pruviJed therein and subject to the limitations set Forth therein.
Thc LL•nns "herein," "hereunJer." "hereby," "hereto,'' "hereof and any similar terms shall
refer to this Resolution: Ihr term hrretu(ore shall mean before the Jetr of adoption of this
Resolution: and the term "herea0er" shall mean afire the Date of adoption of this Resolution.
Words impsning the mau;uline gender include curry other gcnJer. Words impxting the singular
number include the plural number, and vice versa.
SECTION 3. FINDINGS. It is hereby aa~enained, determined and JedarcJ thae
(A) "Ilre Issuer has previously issue) fhr Prior Bonds of which the sum of $RAOS,fxxS
principal amuwv is currrn0y outstanding and unpaid.
(BS 1'hc Issuer deems it necessary, desirable and in the best linam:ial interest of the
Issuer that the Prior Bonds M' refunded in order m effectuate inhrcst cost savings and a reduction
in Ihr debt service secured by the lixcise "faxes. Simuhaneously wish the issuance of the Series
2W3 Bonds, a cufficiem portion of the proceeds of the Series 2W3 Bonds and other available
(ands will be paid by the Iswer to the I?.u;row I1nWcr lax defined in the Agrcemenp for deposit
by the Escrow Holder into the Exmw Account established pursuant to the Iiscrow Ucposit
Agrermrnt. In ef(rcmme the refunding ant de(easancr of the Prior Bundx by providing fur the
payment of the principal uf, premium, d any, and interest on the Prior Roods ^s provide) in the
liscrow Deposit Agreentenl.
(C) "1'he Issuer deems it necessary, Desirable and in fhr best inlere.v ut the Issuer that
fhr Gxcisr l~azcs he pledge) w the payment ul the principal of and interest un the Series 2W3
13unJs. Following the issuance of fhr Scricv 2W3 Rands, no pun of the Hxcisr Taxes arc pledged
or encumbcrod in any manner except a.v security fm the Surirs 2003 bonds and the Parity
Obligation :mJ the Original Insimnnnl, in Section IRIH) thereof as amended, provides fur the
issuance of AJJitional Parity Obligations payable from the P:xcix Taxes on a parity with fhr
Parity Obligation under the terms. limitations ant conditions provided therein. The Issuer will
SECTION 8. DESCRIPTION OF' SERIFS 2003 BONUS. Thc Srrirs 2W3 Bonds
shall be issued in fully registered form: may he Capital Appreciation Bonds ur Current Interest
I3onds; shall hs• dated: shall tk numlkred consecutively fmm one upward in order of Maturity
preceded by the letter 'R" or such other Idtering as the Issuer shall approve; shall be in the
Jautmination of $5,000 rash, or integral multiples thereof fix Current Interest RonJs or in
$5.(xx) mamrily amounts 4u Ihr Capiml Apprccialiun Bundx or in $S,IXx) multiples lhcrroL or
such other Jcnominalionx as shall M: approved by the Issuer in a supplemental resolution prior rn
the delivery of the Series 2003 Bonds: shall bear interest al such rate or tales no[ exceeding the
maximum rate alloweJ by State law, the actual rate or rates to he approved by the governing
Mxly of the Issuer prior to or upon the sole of fhr Series 2fx33 Bonds: such interest us M: payable
semiannually at such times as arc fixed by supplemental rcsulutiun of the Issuer if C'unem
Interest RonS~ and shall mature annually on such date in such years fool exceeding :70 years
from the dart ul issuance( ant in such anumnL~ a.c will he fixed by supplemental resoluion of the
Issuer prior to or upon fhr sale of the Series 20153 &>nds: ant may he issued with variable,
aJjustabic. c veniblc or other rases ant with original iswe dixounls: all as the Ixsucr shall
provide heix•insur hereaGrr by supplenunwl rcxulmiun.
Each Current Interest Bond shall bear interev from the intrrcst Jme next preceding the
Date un which it is authenticate). unless authenticated on an inlrri'.ct payment Jate, in which case
it shall tkm~ interest from such imrrcsi payment date, or, unless authrnricateJ prior to the first
inlrrrsi payment date, in which cast it shall bear interest Gum ilx Joie; proviJeJ, however, That if
al the time of authenicatiou payment of any interest which is due ant payable has not (ken
made, such ('anent Interest Hunt shall hear interrsl Gum Ihr date to which interest shall have
Ikon pail.
Thc Capital Appreciation Roods shall bear interest only ut maturity or upon re•Jemption
prior to maturity in fhr amoum JdennineJ by reference to fhr Accreted Valor.
Thr principal ul', fhr Accrch•J Valor, fhr in0.•rrst and a•Jentpion premium, if any, on Ihr
Srrirs 2W3 I3onds sh;Jl Fk payable in any coin o currency of Ihr United Stairs of America
which on the respective Dates of payment therm( is legal tender Ibr Ihr paymcol of public and
private debls. "Ihr inicrrst on the Currdu Interest 13onJs shall be payable by Ihr Paying Agent on
each intrrest paymem date to fhr Ikr.wn appearing on fhr rcgistralion Mwks of the Issuer
hercinaller pnwidrd for as the regisand Owner thrrro(on the ISth day of the calendar month
immediately preceding the applicable intrresl Ix+ymrnt dale, by check or Jral'1 smile) to such
registered Owner at his address as it appears on wrh regisuation Mxskx or by win Transfer m
Owners of $1,0(x),00(5 or more in principal amount of the Series 2W3 I3onds. Payment of the
principal of all Cmrem Interest BnnJs and the Accrdcd Value with rcslkd In fhr Capital
Appreciation IionJs shall Ile made upon the ptxrntation ant cunenJer of such Series 2W3
Hunts as the same shall become due ant payahle.
NutwithstanJing any other provisions ul Ihis xdion, the Issuer may, at its option, prior to
the dale of issuance of the Series 21XH 13onJs, sled W use an immobilizviun system or Mwk-
entry system with respell to issuance ul' such Series Nx)3 Bunts. As long m any Srriex 2W3
13unJs a autslanding in Mwk-entry tinm the provisions of this Resolution inamsistrnt with
.weh system ul Mwk-curry registration shall not hs• applicable to such Srrios 2(x)3 Bonds.
issue the Scrics 2W3 I3unJs as AJJiliunal Purity Obligation within the amhorization cuntainrJ
in Sedion IR(H) of the Original Instmmenl as amended The Series 2W3I3onds shall hl payable
m a parity and rank equally as to lien on and cowx•e and security for paymem from fhr lixcise
('axes, ant in all other respects except us otherwise provided herein, wish Ihr Parity Obligations.
(D) The principal of and imeresr and redemption premium on the Series 2W3 Bonds
and all asrrvr and other payments shall be payahle solely (rum the lixcise Taxes. 'Ihr Issuer
shall never br require) to levy ad valorem taxes on any real nr pcrssmal pmprny therein to pay
the principal of and interest on the Series 2W3 Bonds herein authorize) or ns make any other
payments provided fur herein. Thc• Series 2W7 Bonds shall nut constitute a lien upon any
proprnies owned by or hK•ared within the buunJarirx of the Lcxuer or upm any properly other
Than the Ezcise Taxes.
IE) The Issuer has received from Ambac Acsuranee commitments m pnsviJr Ihr
Financial Guaranty Inwranrr Policy and Surety Bond with respell to the Series 2(N).7 Runts,
copies of such are attache) hereto a.c I!xhibir A; ant it is in the best financial intrresl of the Ismer
(hat the lasuer accept said commitments.
SECTION 4. AUTHORI%ATION OF• REFUNDING OF' PRIOR BONDS. 'There is
hereby aulhorizxJ the refunding o(rhe Print Bonds as proviJr~ in the RessslWion.
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In
untsideralion of the purchase and acceptance u( any or all of the Series 2W3 RonJs by those
who shall hold the same fmm time to lime, the provisions of this Resolulion shall be JnmeJ In
Ile and shah constitute a contract between the Issuer and the Owners from lime h, lime of the
Series 2W3 Bonds and shall be a part of any cunlracr of MmJ insurance that pertains ns the
Series 2W3 Bonds. 'Ihr pledge made in this Resolution and the provisions, covenants and
agreements herein xt forth Io be perlonnrd by or on behalf of the Iswd shall be for tM: equal
benefit, protection and security of Ihr Owners of any and all of Ihr Series 21503 Bonds ant for the
hrnefit, protection ant srsmriry of any insurer insuring the Series 2W3 I3onds All of fhr Series
20(53 Bonds, regardless of the time or times of their issuance ur maturity, shall be of equal rank
wirhom preference, priority or distinction of any of the Series 2W3 Bonds over any other thercol'
excep as expressly proviJeJ in or punuam m this Resolution.
SECTION 6. ACCEPTANCE OF INSURER'S COMMITMENTS. The Issuer hereby
cepts the Insurer's commitments to provide fhr Financial Guaranty Insurance Policy and the
Scuroty ISond with rcslR 4 to the Series 2W3 Bunts: and the Mayor, the Clerk and/or the City
Manager of the Issuer are hereby authorized to cxtt-mc msd deliver on tkhalf of the Issuer
appropriate evidence oC such acceptance.
SECTION 7. AUTHORI%ATION OF SERIES 2003 BONDS. Subject ant pusauam to
the pmv lion hereof, obligation of fhr Issuer m be known as "Impnsvcmrm Refunding
RevenuerBonds, Series 21x)}," are authorized to br issued in the aggregate principal autumn of
not exceeding $q,OW,000, which may mature at higher Accrdcd Values m include the maturity
amount of Capital Appreciation I3onds.
SECTION 9. EXECUTION OF SERIES 2003 BONUS. The Series 2W3 Bundx shall
tk signed hy, or bear the facsimile signature of the Mayor or Deputy Mayor of the Issuer, and
shall be atlesleJ by, or M:ar the facsimile signature oL the Clerk or any deputy or assistant clerk,
and a facsimile of the official seal of the Issuer shall be imprinted on the Series 2W3 Bundx.
In cast any officer whose signature or a facsimile of whoce signature shall appear on any
Series 2W3 Bonds shall cease to lse such officer tkforc [he Delivery of such Series 211153 &mds,
such signalurc or such facsimile shall nevertheless be vats) and sufficicnl tin all purpous the
same as if he has remained in office until such Delivery. Any Series 2(x13 ISond may bear the
facsimile signalurc of or may be signet by such persons who, at the actual lime of the execution
of such Srrios 2W3 Bond, shall be the proper o(licen to sign such Series 2W3 Bunts although,
al the date of such Series 2W3 Bnnd, such persons may not have been such ul firers.
SECTION 10. AUTHENTICATION OF' SERIES 2W3 BONUS. Only wrh of the
Series 2W3 Roods as shall have rndoned thereon a ceni0cate of aulhemication substantially in
the form hereinbelow set fool, duly executed by Ihr Registmc as aulhemicating agent, shall be
enlilled to any benefit or srrurity unJer [his Resolution. No Series 2fx)3 Bond shall lk valid or
obligamry fur any purps.ce unless ant until such crnilicate ut authentication shall have been duly
executed by the Regislmr, and such certificate of Ihr Registrar upm any such Series 21x33 Band
shall be conclusive eviJence that such Series 2(x13 bunt has been July authenlicaleJ and
delivered unJer Ihis Rett>Iurion. The Registrars certilicate of aulheniicarion on any Series 2W3
Rond shall hr deemed to have bcen duly exavteJ if signed by an authorized officer ul' the
Rrgislrar, but it shall nut tk necessary Ihat the same officer sign the certilicate of aulhemication
ul' all of Ihr Srrirs 2W3 I3onds that may br issued hereunder al any one time.
SECTION I1. EXCHANGE UF' SERIES 2003 RONDS, Any Series 2W3 Ronde, upon
surrender Ihcreof at the JrsignamJ attics of the Rcgistmr, together with an assignmrnl duly
amreJ by the BondhulJcr or his alhu'ney or Icgal represcnwtivc in wrh form as shall hr
satisfactory to the Registrar, may, ul the option of fhr Owner, Ile exchange) for an aggregate
principal anumm or Accrdcd Value of Srrirs 2(x)3 Bonds equal to the principal anwunl or
Accreted Value of the Series 2(5(3'3 Bond or Srriex 20(53 bonds so sunenJereJ.
The Registrar shall make provision fur Ihr exchange of Series 2W3 Bunts al the
principal a>rpsrale oust oflicr othhr Regi.ctmr.'(hr Is.wer ant Registrar shall nut be obligated to
make any exchange of Buries 2W3 Roods- during the fifteen 115) Jays next preceding an intorest
payment dale nr in Ihr case of any proprsed redemption of Series 2W3 13onJs during the (fliers
1153 days next preceding the redemption Jatc usmhlishrd fur such Series 21N13 RonJs.
SECTION 12. NEGOTIABILITY, RNGISTRATION ANU TRANSFER OF
SERIFS 2003 BONDS. 'fhe Registrar shall keep Mwks for the regi.xunliun of turd ilsr the
regisrmtion of translecs of Srrirs 21103 13onJs as provided in this Resolution. the rransler of any
Series 2W3 Bonds may tsr rcgistrrcJ only upm wrh books ant only up>n wmnder thereof m
Ihr Registrar mgether wish un assignment duly executed by the Owner ur his armrney or Irgal
represenlalive in such form as shall he xatisl'adory to the Registrar. Upon any such regishation of
transfer. the Lssurr ch:dl execute ant Iho Registrar shall authenticate ant Jdivrr in exchange lur
such Srrirs 2lN)3 Hand a new Srrios 21x33 Rand ur Series 2IX5.7 13unJs registered in Ihr name of
the transferee, ant in an aggregate principal amount equal to fhr principal amuunl of wrh Series
B-13
2003 Boml or Series 21103 Bonds yr surrendered. 'fhe Issuer and Registrar shall not be obligated
to make any transfer of Series 2003 Bonds during the fifteen (IS) days next preceding an inrcrest
payment dale or in the case of any proposed redemption of Series 2003 Bonds during the fifteen
(153 days next preceding fhe redemption date established fur such Series 2003 Bonds.
In all cases in which Series 2003 Bonds shall be exchanged, the Issuer shall execute and
the Registrar shall aufhenticale and deliver. at the eazlirsl practicable lime, a new Series 2003
Bond or Series 2003 Bonds of [he same type (e.g., Current Interest Bonds will be exchanged fur
Curtent Interest Bonds and Capiml Appreciation Bonds will be exchanged for Capiurl
Appreciation Bonds) in accordance with the provisions of this Resolution. All Series 2003 Bonds
surtendered in any such exchange or registration of Transfer shall forthwith be canceled 6y the
Registrar. The Issuer or fhe Registrar may make a charge for every such exchange or registration
of transfer of Series 2003 Bonds sufficient to reimburse it ter any tax or other govemmenlal
charge required to h paid with rcsped to such exchange or registration of transfer, but no other
charge shall be made to any Owner for the privilege of exchanging or registering the transfer of
Series 2(103 Bonds under the provisions of this Resolution.
SECTION 13.OWNER.SHIP OF SERIES 2003 BONDS. "fhe person in whose name
any Series 2003 Bond shall be registered shall be deemed and regarded as the ahsolule owner
(hereof (or all purposes, and payment of or on account of the principal or redemption price of any
such Series 2003 Bond, and the interest on any such Series 2003 Bonds shall be made only to or
upon fhe order of the registered owner thereof or his legal representative. All such payments
shall be valid and effectual to satisfy and dischazge the liability upon such Series 2003 Bond
including the premium, if any, and inleresl thereon to the extent of the sum or sums w paid.
SECTION 14. SERIES 2003 BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In rase any Series 2003 Bnnd shall becotrte mutilated, or be deswyed, stolen or loss, the
Issuer may in its discretion cause to be executed, and the Registrar shall aulhenticale and deliver,
anew Series 2003 Bond of like date and tenor as the Series 2003 Bond so mutilated, destroyed,
stolen or lost (e.g., Current Interest Bonds shall be issued in exchange for Curtenl Interest Bonds
and Capital Appreciation Bonds shall be issued in exchange for Capital Appreciation Bonds) in
exchange and substitution for such mutilated Series 2003 Bond upon surrender and cancellation
of such mutilated Series 2003 Bond or in lieu of and substitution (or the Series 2003 Bond
destroyed, stolen or lost, and upon the Owner furnishing the Issuer acrd the Regisuar proof of his
ownership (hereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer and the Registraz may prescribe and paying such
asperses as the Issuer and the Regisuar may incur. All Series 2003 Bonds so sumndered shall
be canceled by the Issuer. If any of the Series 2003 Bonds shall have matured or be abom ro
mature, instead of issuing a substitute Series 2(103 Bond, the Issuer may pay the same, upon
being indemnified as aforesaid, and if such Series 2003 Bond be loss, stolen or desuoyed,
without surtender thereof.
Any such duplicate Series 2003 Bends issued pursuant to Ibis Section shall constifule
original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen
or desuoyed Series 2003 Bonds be at any time found by anyone, and such duplicate Series 2003
Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and
(B) Fach further notice of redemption shall be sent at least 35 days before the
rcdempfon date by registered or certified mail or ovemigM delivery service to all registered
securities depositories then in the business of holding substantial amounts of obligations of types
similaz fo the type of which the Series 2003 Bonds consist and fo one or more national
information services that disseminates notices of redemption of obligations such as the Series
2003 Bonds.
SECTION l6. FORM OF SERIES 2003 BONDS. The tezf of the Series 2003 Bonds,
together with the certificate of euthendcafion to be endorsed Therein, shall be in substantially [he
following form, with such omissions, insertions and variations as may be necessary, desuablc.
authorized or permitted by this Resolution, or as may be necessary if the Series 2003 Bonds or a
portion thereof are issued as Capital Appreciation Bonds, or as may Ire necessary to comply with
applicable laws, roles and regulations of the United States and of the Stale in effect upon the
issuance thereof.
security for payment (rum fhe funds, as hereinafter pledged, to the sans eztrnt as all other Series
2(q3 Bonds issued hereunder.
SECTION 15. PROVISIONS FOR REDEMPTION. Thr Series 2003 flonJx shall be
subject to redemption prior to their maturity, al such times and in such manner us shall h< f zed
by supplemental resolution of the Issuer prior to oral fhe time of sale of the Series 21103 Bends.
Notice of such redemption shall, at least thirty (30) days prior to the redemption date. Ix
filed with fhe Registrar, and mailed, first class mail, postage prepaid, to all Owners of Series
2003 Bonds to be redeemed at their addresses as they appear on fhe regislmfinn harks
hereinbeWre provided for, but failure to mail such notice to one or more Owners of Series 2IXA
Bonds shall not affect fhe validity of fhe proceedings for such redemption with rcsped fu (hvnrrz
of Series 2003 Bends to which notice was duly mailed hereunder. fiach such notice shall set
forth the date fixed for redemption, the redemption price to be paid and, if less Than all of the
Series 2003 Bonds of one maturity arc to be called. the distinctive numhrn of such Series 2(N)3
Bonds to be redeemed and in the case of Series 2(103 Bonds to br redeemed in pan only, the
portion of the principal amount or Accreted Value thereof to be redeemed.
Any mice o(optional redemption, aher than with respect 1n an advance refunding, shall
be circulated only if sufficient funds have been deposited in [he UrM Service Pund to pay the
redemption price of the Series 2W3 Bonds 1n be redeemed.
Official notice of redemption having been given as aforesaid, fhe Series 2003 Bonds or
potions of Series 2003 Bonds to Ise redeemed shall, on the redemption dale, become due and
payable al the redemption price !herein specified, and from and after such date lunlezx the Isscer
shall default in the payment of fhe redemption price) such Series 2W3 Bonds or portions of
Series 2003 Bonds shall cease to bear interest. Upon surrender of such Series 2003 Bonds for
redemption in accurdarrce with said notce, such Series 2W3 Bonds shall he paid by fhe Registrar
aI the rcdempfion price. Installments of inleresl due on or prior In Thr redemption dale shall he
payable as herein provided for payment of interest Upon surrender fur any panial rcdempfion of
any Series 2003 Bond, there shall be prepared for the Owner a new Series 2003 Bond or Series
2(p3 Bonds of fhe same maturity in fhe amoum of fhe unpaid principal of such partially
redeemed Series 2003 Bond. All Series 2003 Bonds which have been redeemed shall he canceled
and shall not be reissued.
In addition to fhe foregoing notice, further notice shall be given by fhe Issuer as see out
below, but no defect in said further notice nor any tailurc ro give all or any portion of such
further mice shall in any manner defeat the effectiveness of a roll for redemption i( notice
thereof is given as above prescribed.
(A) Each further mice of redemption given hereunder shall contain the information
required above for an ofbcial nmice of redemption plus (i) the CUSIP numbers of all Series 2(103
Bonds being redeemed: (ii) the date of issue of the Series 2003 Bonds as originally issued: (iii)
fhe cafe of interest borne by each Series 2003 Bond being redeemed: (ivl fhe maturity date of
each Series 2003 Bond being redeemed; and (v) any other deuripfive information needed to
identity accumlely the Series 2003 Bonds being redeemed.
]FORM OF SERIES 2003 BOND]
Financial Guaranty Insurance Policy No. _ (the "Policy") with respect to payments due for
principal of and interest on this Bond has been issued by Ambac Assurance Corporation
("Ambac Assurance"1. The Policy has been delivered fo The Bank of New York. New York,
New York, as the Insurance Trustee under said Policy and will be held by such Insurance Tmstee
or any successor insurance fmsfee. The Policy is on file and available for inspection at the
principal office of the Insurance Tmstee and a copy thereof may he secured from Ambac
Assurarrce or the Insurance Tmstee. All payments required m be made under the Policy shall he
made in accordance with the provisions thereof. The owner of this Bond acknowledges and
consents m the subrogation rights of Ambac Assurance as more fully set forth in fhe Policy.
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
IMPROVEMENT REFUNDING REVENUE BONDS, SERIF:S 2003
MATURITY DATE: JN'I-F'-REST RATE: DATED DATE: C~J~Ie
7F July 1.2003 __.
Registered Owrrer:
Principal AmounC
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, F7urida
(hereinafter called the "Issuer") tut value received, hereby promises to pay to the oNer of the
Registered Owner identified above of registered assigns, as herein provided, on the Maturity
Date identified above, upon the preseolation and surrender hereof al the office of Wachovia
Bank, National Association. Charldte, North Carolina, solely from the revenues hereinafter
mentioned, the Principal Amount identified above in any coin or currency of the United Smfes of
America which on the date of paymem thereof is legal tender for the payment of public and
private debts, and to pay, solely from said sources, to fhe Registered Owner hereof by wire
transfer or check uansmiued to the Registered Owner al his address as it appears on the Bond
registration books of the Issuer as it appears on dre I $U day of the calendar month preceding the
applicable interest paymem date, interest on said Principal Amount al the Interest Rafe per
annum identified above on each April 1 and October 1 commencing October I. 2(103 from the
inleresl payment date next preceding the date of registration and authemicafion of this Bond.
udess this Bond is rcgistercd and authenicated as of an inleresl payment date, in which case it
shall beaz inleresl from said inleresl paymem date, or unless this Bond is rcgistercd and
authenticated prior to October 1, 2003. in which event This Bond shall bear interest from July I,
2003.
B-14
the 13unds of This issue shall he subject to redemption prior to their maturity at the option
of the Issuer.
^aurl (1lrtional ur Mandatory Redemption Pnwisionsl
Nunn of such rcJcmptiun shall ba• given in the manner required by the Resolution
JescribeJ tnlow.
'T'his Ihmd is one ul an authorized isaie u( Bonds in Ihc aggregate principal amount of
$ o(like date, a•noronA effttt, except as to number, principal amount, maturity.
rcJemption provisions and intercsl rare, issued to refund certain outstanding debt of the Issuer all
in toll compliance with Ihc Cunxtituliun ant Statutes of the State of Florida, including
particularly ('hapter 16fi, fart 11, Ilorida Statutes. the Charlrr of the Fssuer, and Resolution No.
615 duly adopted by the Issuer on May I. 1989, as amended supplemented and particularly as
xupplementeJ by Rasolwiun No. 21M13-28 duly adopted by the Issuer on June 9, 21103 as
supplementeJ Ihereinalkr collectively called the "Resolution"1 and is subject to all the terms and
condilioas of such Readwiun. All capitalized undefined Icons aced herein shall hove the
meaning set fimh in the Restlution.
This liund ant Ihr interest hereon are payuhle vilely Gum and secured by a lien ulxm and
a pledge of Ihr proceeds of the Public Service 'l axes impo,eeJ by the Is.cucr on Ihc purchase of
certain utilities services within the cugwrate limits ul'the Lcxuee under Ihc amhority of Section
166.231, IquriJa Statures, and par. uam m ordinances of the City, the Lrxxal Communication
Services Tax levied by Ihc City pursuant to Section ?82.19, I7orida Statutes and ordinamces of
the City and Ihc pnx:eedc of the Franchise Fees m he paid for a period of Thirty (30) years from
April I, 1984, by the Florida Power ('urpuration, pursuant h, an ordinance enacted by Ihc Issuer
m March 27, 1984 (such lax ant Ices, above Jzscribed, arc herein collectively rcferrud to as
"lixcise'laxes"1 in the manner pnrviJrJ in the Resolution.
It is providod in Ihr Resoluiun that Ihr lien of this Bond on the fixcise Taxes is on a
parity with Ihc lien Iheaon of the Lcsuzh ouLStanJing Improvement Refunding Revenue Bonds,
Series 1999.
'Ibis (fond does nut cunstima• a general inJeMedness of Ihc• Issuer within the meaning of
nny conslitmional, statutory ur charter provision ur limitation, and it is expressly agreed by the
Owner of this Bunt That such Bondnwner shall never have Ihc right to require or compel the
xcrcise of the aJ valorem nixing pow of the Issuer or taxation of any real or personal properly
Ihercin for the paymem ul the principal u( and interesl un this 13unJ or Ihr making of any deM
service fund, reserve or other payments provided fur in the Resolution.
II is further agrceJ between Ihc Isxuzr ant the Owner of This Bund That This Bond and Ihc
inJebtednexs evidenced hereby shall not convimle a lien ur on any properly of or in tho Issuer,
hm shall constiute a lien only on Ihc 1!xcise Tuxes all in the manner provided in the Resolution.
Neither Ihc memhcn of the City Commission of the Issuer nor any person executing this
hand shall he liable personally hercun ur b< suhjca liability or acmunmbility by rcaum of the
issuance hereof.
iusaias? rl I?
CERTIFI('A'1'F: OF AlI'1'HF.NTICA'f10N
This Mond is onz of the Bonds issued under the provisions of the within mentioned
Resolution.
WACHOVIA BANK, NATIONAL
ASSOCIA'170N, Registrar, as Authenticating
Dote ofAmhcmication: Agent
Amhorizul Officer
By:
is ttnificd that this BonJ is amhoriad by ant ix is.weJ in conformity with Ihc
reyuirenten(s of the Con.ctimtion and Statutes of the State of IloriJa.
1"his Rond is and has all Ihc qualities ant incidents of a negotiable inslmmrnt under
Article 8 al the Uniform Commercial Cute. Ihc Stale of IluriJa. Chapter h78. Florida Slamtes
but may ha• transfeireJ by the Bundowner hercnf in parcun or by hi.c attorney ur legal
represenhnive ut the principal mrptxam tm.ct uffin oC the Registrar but only in the manner ant
subject to the wnditiuns provide) in the Revolution and upon surrenJcr and cancellation of This
Bond.
This Bond shall not be valiJ or become obligatory fur any purpose nr be entitled to any
benefit or security under the Resnluliun until it xhall have Ixen authenticated by the execution by
the Registrar of the nrtilicate of aulhznlicalinn endowed hereon.
IN WITNGSS WHI:RF.OF', the City of Winter Springs, 1'lorida, has issued this Bond and
has caused the same m Fx. signet by its Mayor, and counlcrsigned ant auzsted m by its Clerk
(The signatures oC the Mayor, ant the Clerk being :m[horized m be 1'acsimilas of .ouch officreti
signatures), and its seal or facsimile Ihercof m Ix affixed, impressed, imprinted. lithographed nr
reproduce) hereon, all as of the La Jay oC ]uly, 2W3.
CI"CY OI' WINTER SPRINGS, 19.ORIDA
fS1:Al,) Mayor
A'1'LESTF?D AND COUNTI?RSI(iN1iU:
Clerk
u ~uoiwsau i 14
ASSIGNMENT ANU TRANSh7iR
For value receival the undersigned hereby sells, assigns and transfers unto _
_ (Please insert tioeial Security or other identifying number of
transferee) the attache) hood of the City of Winter
Springs, Florida, and does hereby constitute and apptin[ , atmmey,
to uansfer the said Bond on the Mwks kept (or Registration thereof, with Cull power of
substitution in the premises.
Signature Guaranteed by
(member firm of the New York Stuck
Exchange or a commercial bank ur a wsl
company) NOTICE: No transfer will be regivered and
no new Bonds will be issued in the name of the
Transferee, unless the signature to Ihix
yy; assignment corresponds with the name as i1
'I~itle: appears uprm the face of the within Bond in
very particular, without ahcmtiun or
enlargement ur any change whatever and the
Srxial Security or Federal I'mployer
IdemiFication Number of the Transfree is
supplied.
IP.NU OP FORM OP SIiRIES 2(X)3 13und1
ms..iwsr.i IS 7 u~a„uuca+i Ifi
B-15
SECTION 17. APPLICATION OF SERIFS 2003 Bund PROCEEDS. The pneeeds,
including accmed imrresl and premium, if any, received from the sale u( the Series 2001 Ronds
shall be applied by the Issuer simultaneously with the delivery tit such Series 2003 Bonds to the
purchaser Thereof, as follows:
IA) The acemed interest shall be depnited in the Interest Account and shall he used
only fur the purpose of paying interest becoming due on the Series 2W3 Ronds on (lctoher I,
2(103.
1131 The Issuer shall next deposit the Surety Bund in an amount equal to Ihr Reserve
Requircmrnt (or the Series 2W3 Ronds into Ihr subaccount in the Reserve Accuunl hereby
created for the benefit of the Series 20(73 Bonds.
(C1 A sufficient amoum of the Series 2003 Bonds proceeds shall be applied lu the
payment u( the premiums of the Financial Guaranty Insurance Policy and Security Rand and to
the payment of costs and expenses relating le the is.uance of the Series 2W3 Bond+.
(D) Such sum which, together with the other funds deu:ribed in the Agreement as will
lx suffciem to pay, as of any dale of calculalinn, principal and interest and any redemption
premium on the Prior Ronds at the lime and in the manner provided in the Agreement, including
expenses incurred by the Issuer in connection with the payment of such Prior Bonds shall he
deposited to the escrow fund created pursuant Io the Agreement Such funds shall he kept
separate and apart from all other (ands of the Issuer and the moneys on deposit therein shall be
withdrawn, used and applied by the Rscrow Holder solely hsr the purposes set (ooh herein and in
Ihr Agreement Simuhaneonsly with the delivery of the Series 2IX)3 Bonds to the original
purchaserz thereof, the Iswer shall enter into the Agreement the form of which will be approved
by the Issuer in a supplemental Resolution adopted prior to the issuance of [he Series 2W3
Ronds. At the time of execution o(the Agrcemenl. the Issuer shall famish Ie the Escrow Holder
appropriate drx:umemation to demonstrate shat Ihr sums being deposited and the investments m
hu made will be sufficient Io de(ease the Prior Ronds.
(h) The balance of any proceeds of Ihr Series 2IX33 Bonds shall be applied Io any
lawful purpose of the Issuer
SECTION IS. SPECIAL OBLIGATIONS OF ISSUER. The Series 2003 Bonds shall
not be or cons'timle general obligations or indebtedness of the Issuer as "bonds" within the
meaning of the Constilulion of Iqurida, but shall be payable solely Irom and secured by a lien
upon and a pledge of the Fxcisr 'faxes on a parity wish the lien thereon of the Parity Obligations
as herein provided unJ as provided in the Original Investment. No Holder or Holders of any
Series 2003 Hoods iswed 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 perwnal proprny
therein, or lu compel the Issuer to pay such principal and inleresl from any other funds of the
Issuer.
SECTION 19. SECURITY FOR SERIES 2003 BONDS. The payment of the principal
of or redemption price, if applicable, and inten:u on the Series 2003 Bonds shall tzo secured
forthwith equally and ratably by a pledge of and prior lien upon the Excise Taxes. The Excise
selection and appointment of any snceessur registrar or paying agent and (iii) initiation
or approval of any action not descdbrd in (i) or (ii) above which requires Holder consent.
C. Consent of Ambac Assurence in the Event of Insolvency
Any reorganization or liquidation plan with respect to [he Issuer muss be acceptable In
Ambac Assurance. In the event of any reorganization or liquidation. Ambac Assurance
shall have the right to vote on behalf of all Holders who hold Ambac Assurance-insured
Series 2003 Bonds absent n default by Ambac Assurance under the Financial Guaranty
Insurance Policy insuring such Series 2003 Bonds.
D. Consent of Ambac Assurance Upon Default
Anything in This Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an evem of default as defined in the Resolution, Ambac Assurance shall
be entitled to control and dirtrot the enforcement of all rights and remedies granted to Ihr
Holders under the Resolution, including, without limitation: (i) the right to accelerate the
principal of the Series 2W3 Bonds, and (u) the right to annul any declaration of
acceleration, and Ambac Assurance shall also be entitled m approve all waivers of events
of default.
E. Acceleretlon Rights
Upon the occurrence of an event of default the Registrar may, with the eonsem of
Ambac Assurance, and shalh at the direction of Ambac Assurance or 25"k of the Holders
wish the consent of Ambac Assurance, by wrinen settee to the Issuer anJ Ambac
Assurance, drrolarc the principal of the Series 2003 Ronds to be immediaely due anJ
payable, whereupon that portion of the prircipal of the Series 2003 Bonds thereby
coming due and the interest thereon acemed m the date of payment shall, without further
actiuq become and he immediately due and payable, anything in this Resolution or in the
Series 2003 &mds to the conuary notwithstanding.
F. Nmices and Information of be Civen to Ambac Assurence
(11 While the Financial Guaranty Insurance Policy is in effect, the Issuer shall furnish
m Ambac Assurance, opera request, the following:
(a) a copy of any financial uatement audit and/or annual report of the issuer.
(b) such additional information it may reaumably reyuest.
Upon nyucsl, such information shall be Delivered at the ].csuer's aspens Io the attention of the
Surveillance Department unless otherwise indicated.
(21 a copy of any notice to be given to the registered owners of the Series 20(13
13nnds, including, without limitation, settee of any redemption of or defeasance of
Srrirs 2W3 HonJs, and any crni0catc rendereJ pursuant m Ihix Resolution relating to the
security fur the Srrirs 2(3(13 Bands.
Taxes shall he subject to the lien of this pledge immediately opera the issuance and delivery of
the Series 2003 Bonds, without any physical delivery by the Issuer of the Fzcise Taxes or (usher
act, and the lien of Ibis pledge shall tzo valid anJ binding a.+ against all panics having claims ul
any kind agaiml the Issuce in tort, wntmcl or Whcrwise. "f hr Lssucr dr>L•s hereby irrcvceaMy
pledge the lixcise'hazes m the paymrnl of the principal of or redemption price, i(applicahle, and
interest on the Series 2003 Bundy in the manner provided in This Rewlution and Ihr Original
Instmment.
The Series 20f13 Bonds are payable Irom the fixcise 'f axes on a parity, ryually and
ratably, with the Parity Obligations.
SECTION 20. ADDITIONAI. SECURITY. Anything herein to the contrary
notwithstanding, however, the (ss-ucr may cauw the Series 2(303 Bonds lu he payable fiom anJ
secured by the Financial Guaranty Insurance Policy and/or Ihr Surety 13ond nut applicable to any
one or more other Series of Bonds, as shall br provided by rcsulution of the City Commission of
the Issuer, in addition In thc• security of the Excise 'T'axes provide) herein.
SECTION 21. APPLICATION OF PROVISIONS OF ORIGINAL INST'RUMEN'T.
The Series 2003 Bonds shall far all purposes he considered to be AJJilional Parity Obligations
issued under the authority of Section Ift(H) of the Original Instrument a.+ amended and shall br
entitled to all the protection and security provided in and by the Uriginal lastmment for
Additional Parity Obligations, and the Series 2W3 Bonds shall be in all rccpcctz entitled u, the
same security, rights and privileges enjoyed by the Parity Obligations. 'fhc Jebt service on the
Series 2003 Bonds shall be payable from the Debt Service Fund established by the Original
Inswment on a parity with the Parity Obligations, and deposits shall br made into the UeM
Service FunJ by the Issuer in amounts fully sufficient to pay Ihr debt service on the Series 2W3
Bonds and nn the Parity Obligations as such debt service txeomes due Notwithstanding the
immediately preceding u:nlence, the Surely Bund shall secure only the Series 2003 13unds.
SECTION 22. F9NANCIAL GUARANTY INSURANCE. POLICY AND Sl1RE'fY
BOND. Notwithstanding any provision to he contrary contained herein, the following provisions
shall apply so long as the Financial Guaranty Insurance Policy and/or Surety Bond with respect
to the Series 2003 Bonds shall be in full force and e[fee1:
A. Consent of Ambac Assurance
Any provision u( this Resolution ezpnssly recognizing or granting rights in or to Ambac
Assurance may not be amended in any manner which affects the rights of Ambac
Assurance hereunder without the prior written consent of Ambac Assurattce. Ambac
Assurance reserves the right to charge the Issue[ a fee for any consent or amendment to
the Resolution while the Financial Guaranty Insnrartce Policy is outstanJing.
B. Consent of Ambac Assurance in Addition to Holder Consent
Unless otherwise provided in the Resolution. Ambac Assurance' consent shall he require)
in addition to Holder consent, when reyuircd, for the following purposes: fi) execution
and delivery of any supplemental Resolution or any amendment, snpplemenl or change to
or malification of the Rcwlution: fill removal of the Registrar or Paying Agent and
(31 To the extent that the Issuer has entered into a continuing disclowrc agreement
with respect to Ihr Series 2003 Bonds, Ambac Assurarrcr shall he included as party to tx•
notified.
The following infnrmatinn shall be provided to the attention of the General Counsel office of
Ambac Assurance:
I. The hover shall amity Ambac Assurance of any failure of the Issuer to provide
relevant notices, certificates, etc.
2. Notwithstanding any ether provision of this Resolution, the L+.+uer shall
immediately noify Ambac Assurance if at any lime there are insufficient money.+ to make any
payments of principal and/or interest as required and immediately upon the occurrence of any
event of default hereunder.
The Issuer will permit Ambac Assurance to discuss the affairs, finances and accounts of
the Issuer or any information Ambac Assurance may reasonably request regarding the security
for the Series 2003 Bonds with appropriate officers of the Issuer. The Issuer will permit Ambac
Assurance to have access to and to make copies oC all books and records relating to the
Series 2003 Bonds al any reasonable time.
Ambac Assurance shall have the right to direct an accounting at the Issuer's expense, and the
Issuer's (allure to comply with such direction within thirty (30) days after receipt of written
notice of the direction from Ambac Assurance shall be deemed a default hereunder, provided,
however, That if compliance cannot occur within such perirzl, then such penal will be extended
so long as compliance is begun within such period and diligently pursued, but only it such
extension would not materially adversely affect the interests of any registered owner of the
Series 2003 Bonds.
G. Payment Procedure Pursuant to the Financial Guaranty Insurance Policy
As lung ax the Financial Guaranty Insurance Puliry shall be in full (on:e and effect the
Issuer and any Paying Agent agree to comply with the following provisions:
(a) At Ica.+t one (U day prior to all interest payment dates the Paying Agent, will
determine whether there will br sufficient funds in the funds and el'rounls to pay the principal of
or interest tin the Series 2003 Bonds on such imeresl paymem data If the Paying Agent,
determinrx that there will be insufficient funds in such funds or accounts, the Paying Agent shall
so notify Ambac Assurartce. Such notice shall specify the amount o(the anticipated deficiency,
the Series 2003 Bonds to which such deficiency is applicable and whether such Series 2W3
Bonds will he deficient as to principal or interest, or both. If the Paying Agem has not sr
notified Ambac Assurance at Icasl one (I) day prior to an interest payment dale, Ambac
Assurance will make payments of principal or interest due rm the Series 2003 Bonds tin or before
the fast (l") day next following the dale on which Amh:a: Assurance shall have tuccived notice
of nonpayment fivm the Paying Agent.
(bl The Paying Agent, shall, after giving notice to Ambac Aswrartce ac provided in
(a) above, make available to Ambac Assuram:e and, at Ambu Assurance's direction, ur Ihr
B-16
Bank of New Yurk, in New York, New York, as insurance tmstee fur Ambae Assurance or any
successor insurance trustee (the "Iusumnce Trustee"), the mgistmtioo books of the Issuer
mainained by the Paying Agent, and all records relating to the funds and accounts maintained
under the Resolution.
(e) The Paying Agent, shall provide Ambac Assumnce and the Insurance Tmstce
with a list of registered owners of Series 2003 Bonds entitled m receive principal or interest
payments from Ambac Assurance under the terms of the Financial Guaranty Insurance Policy,
and shall make arrangements with the Insurance "Tmstee (i) to mail checks or drags [o the
registered owners of Series 2W3 Bonds entitled to receive full or partial interest payments fmm
Ambac Assurance and (ii) to pay principal upon Series 2003 Bonds surrendered to the Insurance
Trustee by the registered owners of Series ?003 Bonds entitled to receive full or panial principal
payments fmm Ambac Assurance.
(d) The Paying Agent, shall, at the dme it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Series 2003 Bonds emitted to receive the
payment of principal or interest thereon fmm Ambae Assurance (i) as to the fact of such
entitlement, (ii) that Ambac Assurance will remit to Them all or a paz[ of the interest payments
next coming due upon proof of Holder entitlement to interest payments and delivery to the
Insurance Tmstee, in form satisfactory to the Insurance Tmstce, of an appropriate assignment of
the registered owner's right [o payment, (iii) that should they be entitled ro receive full payment
of principal from Ambac Assurance, [hey must surrender their Series 2003 Bonds (along with an
appropriate instmment of assignment in form satisfactory to the [nsumnee Tmstee to permit
ownership of such Series 2003 Bonds to be registered in the name of Ambac Assurance) for
payment to the Insurance Trustee, and m [he Paying Agent, and (iv) [hat should [hey be entitled
m receive partial payment of principal from Ambac Aswmnce, they must surrender their
Series 2003 Bonds for payment therron first to the Paying Agent, who shall note on such
Series 2003 Bonds the portion of the principal paid by the Paying Agent, and [hen, along with an
appropriate insWment of assignment in form satisfactory to the Insurance Trustee, to the
Insurance Tmstee, which will then pay the unpaid portion of principal.
(e) In the event that the Paying Agent, has notice that any payment of principal of or
interest on a Series 2003 Bond which has become Due for Payment and which is made to a
Holder by or nn behalf of the Issuer has been deemed a preferential transfer and thewtofore
recovered fmm its registered owner pursuant to the United Stales Bankruptcy Code by a Wstee
in bankruptcy in accordance wit the final, nonappealable order of a court having competent
jurisdiction, the Paying Agent shall at the time Ambac Assurance is notified pursuant to
(a) above, notify all registered owners that in the evem that any registered owner s payment is so
recovered, such registered owner will he entitled m payment from Ambac Assurance m the
extent of such recovery if sufficiem funds are nut otherwise available, and the Paying Agent,
shall furnish to Ambac Assurance its mcords evidencing the payment of principal of and interest
nn the Series 2003 Bonds which have been made by [he Paying Agent, and subsequently
recovered from registered owners and the dates on which such payments were made.
(D In addition u, those rights granted Ambac Assumnce under this Resolution,
Ambac Assurance shall, to the extent it makes payment of principal of or interest on Series 2003
Bonds, become subrogated to the rights of the recipients of such payments in accordance with
[he Issuer shall be for the sole and exclusive benefit of the Issuer, Ambac Assumnce, the Paying
Agent, and the mgistered owners of the Series 2003 Bonds.
K. Covenants re Article 9 Collateral
At the date of issue oC the Series 2003 Bonds the Issuer will have filed any requimd
financing smtements describing, and transferring possession or control over, the Excise Taxes
(and for so long as any Series 2003 Bond is outstanding the Issuer will tile, continue, and amend
all such financing statements and transfer such po,vession and control) as may be necessary to
establish and maintain such priority in each jurisdiction in which the Issuer is organized or such
collateral may be Iocalcd or that may o[hawise he applicable pursuant to Uniform Commercial
Code §§9301-9.3(16 ol'such jurisdiction.
SECTION 23. FF.DF.RAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders o[ the Series 2003 Bonds that it shall not
use the proceeds n( such Surius of Roods in auy manner which would cause the interest on such
Series of Bonds to be or become includable in the gross income of the Holder thereof for Cederal
income tax purposes.
(B) 'fhe Issuer covenants with the Holders of the Series 2103 Bonds that neither the
Issuer nor any Person under its comrol or direction will make any use of the proceeds of such
Scrics 2003 Bonds (or amounts deemed to be proceeds under the Code) in any manner which
would cause such Series 2003 Bonds to he "arbitrage bonds" within the meaning of Section L48
of the Code, and neither the Issuer nor any other Person shall do any act or fail to do any act
which would rouse the interest on such Series 2(03 Bonds to become includable in the gross
income of the Holder thereof for federal inwme tax proposes.
(C) The lssuer hereby covunants with the Holders of the Series 2003 Bonds that it will
comply with all provisions of the Cexle necessary to maintain the exclusion of interest on such
Series 2003 Bonds fi~om the gross income of the Holder thereof for federal income tax purposes,
including, in particular, the payment of any amount requimd to be rebated to the United States
Treasury pursuant to the Cnde.
SECTION 24. DF.FEASANCE. The covenants and obligations of the Isctier shall be
defunsed and discharged under terms of this Resolution as follows:
(A1 If the Issuer shall pay or wnse m he paid, or them shall otherwise be paid, to the
Holdeee of all Series 2003 Bonds the principal and/or Accreted Value, eedemption premium, if
any, and interest due or to become due thereon, a[ [he times and in the manner stipulated herein
and in the Series 2003 Bonds, 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 pay or cause to be paid, or there shall otherwise be paid, to the
Holders of any Outstanding Series 2W3 Bonds the principal and/or Accreted Value, redemption
premium, if any, and interest due or to became due thereon, at the times and in the manner
stipulated herein, such Series 2003 Bonds shall cease ro be entitled to any benefit under this
Resolutiem and all covenants, agreements and obligations of the Issuer m the Holders of such
the terms of the Financial Guaz'anty lnsumnce Policy, and [o evidence such subrogation (i) in the
case of subrogation as to claims for past due interest, the Paying Agem shall note Ambac
Assurance's rights as subrogee on the registration books of the Lssuer maintained by the Paying
Agent upon receipt fmm Ambac Assurance of proof of the payment of interest thereon to the
registered owners of the Series 2103 Bond, and (ii) in the case of subrogation as to claims for
past due principal, the Paying Agent shall note Ambac Assurance's rights as subrogee on the
registration books of the Issuer, upon surrender of the Series 2003 Bonds by the regixterctl
owners thereof together with proof of the payment of principal thereof.
H. Paying Agent- Related Provision
I. The Paying Agent may be removed a[ any time, at the request of Ambac
Assurance, for any breach of the trust set forth herein.
2. Ambac Assurance shall receive prior written notice of any Paying Agent
resignation.
3. Every successor Paying Agent appointed pursuant to this Resolution shall
be a Wst company or bank in good standing located in or incorporated under the laws of the
Stale of Florida, duly authorized [o exercise Imsl powers and subject to ezaminalion by federal
or state authority, having a reported capital and surplus of not less than $76,000,000 and
acceptable to Ambac Assurance. Any successor Paying Agent, if applicable, shall not be
appointed unless Ambac Assurance approves such successor in writing.
4. Notwithstanding any other provision of [his Resolution, in determining
whether [he rights of [he Holders will be adversely affected by any action taken pursuant to the
terms and provisions of [his Resolution, the Paying Agent shall consider the effect on the
Holders as if there were no Financial Guazanty Insurance Policy.
5. Notwithstanding any other provision of this Resolution, no removal,
resignation to termioalion of the Paying Agent shall take effect until a suwessor, acceptable m
Ambac Assumnce, shall be appointed.
I. Ambac As Third Party Beneficiary
To the extent that Ihis Resolution confers upon or gives or grants to Ambac Assurance
any right. remedy or claim under or by reason of this Resolution, Ambac Assumnce is herby
explicitly rocognized as being athird-party beneficiary hereunder and may enforce any such
right remedy or claim conferred, given or granted hereunder.
J. Parties Interested Herein
Nothing in this Resolmion expressed or implied is intended or shall be conshved to
confer upon, or to give or gram to, any Person, other than the Issuer, Ambac Assurance, the
Paying Agent, and the registered owners of the Series 2103 Bonds, any right, remedy or claim
under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all
covenans stipulations, promises and agreements in this Resolution contained by and on behalf of
Series 2003 Bonds shall thereupon cease, tennina[e and become void and be discharged and
satisfied.
(B) The Series 2003 Bonds, redemption premium, if any, and imeres[ due or to
become due for [he payment or redemption of which moneys shall have been se[ aside and shall
be held in Wst (through deposit by the Issuer of funds for such payment or redemption or
otherwise) at the roawrity or redemption dale lhercoL shall be deemed to have been paid within
the meaning and with the effesa expressed in pazagreph (A) of Ihis Section 24. Any Outstanding
Series 2003 Bonds shall prior to the maturity or redemption date [hereof be deemed to have been
paid within the meaning and with the effect expressed in pmagraph (A) of this Section if (i) in
case of said Series 2003 Bonds to be redeemed on any dale prior to (heir maturity, the Issuer
shall have given to the escrow agent instructions accepted in writing by the escrow agem to
notify Holders of Outstanding Series 2003 Bonds in the manner required herein of the
redemption of such Series 2103 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 Federal Securities
(including any Federal Seearities issued or held in hook-envy form on the books of the
Department of the'Preasury 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 es<•row
agent at the same lime, shall be sufficient, [o pay when due [he principal of and/or Accreted
Value, or premium, it any, and interest due and to become due on said Series 2003 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
Accreted Value and/or interest due on the Series 2003 Roods shall be paid by Ambac Assumnce
pursuant to the Financial Guaranty Insurance Policy and Security Bond, the Series 2W3 Bonds
shall remain Outstanding for all purposes, nut be defeased or otherwise satisfied and not he
considered paid by the Issuer, and the assignment and pledge of [he Bxcise Taxes and all
covenants, agreements and other obligations of the Issuer m the registered owners shall coninue
to exist and shall ran m the benefit of Ambac Assurance, and Ambac Assurance shall be
subrogated to the rights of such registered owners.
SECTION 25. CONTINUING DISCLOSURE. The Issuer hereby covenants and
agrees that, in order to provide for compliance with the secondazy market disclosure.
reyuirements of the Rule, That it will comply with and carry out all of the provisions of [he
Continuing Disclosure Certificate to be executed by the Issuer prior to [he time the Issuer
deliverx the Scrics 2003 Bonds to the participating underwriter or underwrilen, as it may be
amended from time to lime in accordance with the terms thereof. Notwimstanding any other
provision of this Resolution, failure of the Issuer to comply wish such Continuing Disclosure
Certificate shall nn[ be considered an F,vent of Default hereunder. However, [he Continuing
Disclosure Certificate shall he enforceable by the Series 2003 Bond owners in the even[ [hat the
Issuer fails to cure a breach (hereunder within a reasonable time after written notice fmm a Series
2003 Bond owner to the Issuer that a breach exists. Any rights of the Series 2W3 Bond owner
to enforce the provisions of the covenant shall be on behalf of all Series 2003 Bond owners and
shall be limited to a right ro obtain specific performance ofthe Issuer's obligations thereunder.
SECTION 26. CHANGE IN LAW. Due to a change in low which change was intended
to be revenue neutral, the lex:al Communication Servicus'I'ax is levied by the City and [he City
B-1/
no longer levies the Public Service "faxes or telecommunication services. In order to cure any
ambiguity in the Original Instmmenl rexulting from such change in law, the City hereby
determines hr amend [he definition of Rzciu Taxes set forth in the Original lnsuvment as
Collows:
"8xcise Taxec" shall mean the Pranchise Fees, the Public Service '[axes and the
Local Commmicalion Services Tax.
SECTION 27. SF.VF.RABILITY. If any one or more of the covenans, agreements or
provisions of this Resolution should be held eomrary to any express provisim of law or contrary
to the policy of express law, though not expressly prohibited, or against public policy, ur shall
for m,y reason whatsoever be held invalid or shall in any manner be held u> adversely affect the
validity of the Series 2W3 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 Series 2001 Roods issued hereunder.
SECTION 2S. SALE OF BONDS. The Series 2003 Bonds shall be issued and sold at
public or private sale at one time or in installments from time to time and al such price or prices
as shall be consistent with the provisions of [he requiremenES of this Resolution and other
applicable provisions of law.
SECTION 29. PREIdMINARY OFFICIAL STATEMENT. The Issuer hereby
authorizes [he distribution of a preliminary official statement in essentially the Corm attached
hereto for the purpose of marketing the Series 2003 Bonds and delegates to [he Cily Manager the
authority to deem such Preliminary Official Statement "final" except for "permitted omissions"
within the contemplation of the Rule.
SECTION 30. GENERAL AUTHORITY. The members of the City Commission of
the Issuer and [he 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 desh'ahle or
consistent with [he requirements hereof for the Cull, punctual and complete perfomrance of all of
the terms, covenants and agreements contained in the Series 2003 Bonds and this Resolution, and
they are hereby authorized to execute and deliver all documents which shall be required by bond
counsel or the initial purchasers of the Series 2003 Bonds to effectuate [he sale of the Seties
2W3 Bonds to said initial purchasers.
SECTION 31. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Series 2003 Bonds shall be personally
liable therefor or be subject to any personal liability or accountability by reason of the issuance
thereof.
SF,CTION 32. REPEAL OF INCONSISTENT INSTRUMENTS. Any Resolutions, or
pans thereof, in wnFlic[ herewith are hereby repealed to the extent of such conFlict.
SECTION 33. EFFECTIVE UATh:. "1'he provision.v of This Resolution ah:dl take e(Icei
immediately upon its passage.
ADOPTED this 9^' day of Junc, 2Wi.
(SEAL) CITY COMMISSION OF THE CPCY OF
WINTER SPRINGS, FLORIDA
ATI'F;S'I':
Mayor
City Clerk
Approved as m form:
City Attorney
B-10
APPENDIX C
Financial Statements and Independent Auditor's Report
For the Fiscal Year Ended September 30, 2002
[THIS PAGE INTENTIONALLY LEFT BLANK]
CITY OF WINTER SPRINGS
COMPREHENSIVE ANNUAL FINANCIAL REPORT
TABLE OF CONTENTS
Year Ended September 30, 2002
Page
Introductory Section:
Table of Contents i-ii
Letter of Transmittal iii-vii
GFOA Certificate of Achievement viii
List of Principal Officials ix
Organizational Chart x
II. Financial Section:
Independent Auditor's Report 1-2
Management's Discussion and Analysis 3-14
Basic Financial Statements:
Government-Wide Financial Statements:
Statement of Net Assets 15
Statement of Activities 16
Fund Financial Statements:
Balance Sheet -Governmental Funds 17
Statement of Revenues, Expenditures and Changes in
Fund Balances -Governmental Funds 18
Reconciliation of the Statement of Revenues, Expenditures and
Changes in Fund Balances of Governmental Funds to the
Statement of Activities 19
Statement of Revenues, Expenditures and Changes in Fund
Balances -Budget and Actual -General Fund 20-21
Statement of Revenues, Expenditures and Changes in Fund
Balances -Budget and Actual -Public Service Tax Special
Revenue Fund 22
Statement of Net Assets -Proprietary Funds 23-24
Statement of Revenues, Expenses and Changes in
Fund Net Assets -Proprietary Funds 25
Statement of Cash Flows -Proprietary Funds 26-27
Statement of Fiduciary Net Assets -Fiduciary Funds 28
Statement of Changes in Fiduciary Net Assets -Fiduciary Funds 29
Notes to Financial Statements 30-55
INDEPENDENT AUDITOR'S REPORT
Honorable Mayor and City Commission
City of Winter Springs, Florida
Winter Springs, Florida
We have audited the accompanying financial statements of the governmental activities, the
business-type activities, each major fund, and the aggregate remaining fund information of the
City of Winter Springs, Florida, as of and for the year ended September 30, 2002, which
collectively comprise the City's basic financial statements as listed in the table of contents. These
financial statements are the responsibility of the City's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America and the standards applicable to financial audits contained in Government
Auditing Standards, issued by the Comptroller General of the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinions.
In our opinion the financial statements referred to above present fairly, in all material respects, the
respective financial position of the governmental activities, the business-type activities, each major
fund, and the aggregate remaining fund information of the City of Winter Springs, Florida, as of
September 30, 2002, and the respective changes in financial position and cash flows, where
applicable, thereof and the respective budgetary comparisons for the general fund and the public
service tax special revenue fund for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
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l' ~= I: T i F V F= i) F U B L I C !. C C O U N T A N T S A iJ D ADVISOR S
e05 'r;. 12L`I?'NSON STRE:E3T, SUITE: 635 ° ORLAIJDD, FLORIDA 32801
._=;~I;u~:1 -0?-i~43•-5406 ° rnx 4Q7-649-9339 = EMAIL: INFO(a)MDPCPA.COM
".. ^~I!" ~ :' 'I:I `..DTI ~, ~ ..I~:; k'1: ~.. 11;"~ ,r,' ~ •: ' ~.~~~.rl Il,.~ ~~:i?'.'I .'f! OF'!~!~ZTItIFI> {-~ HI.IC <1CC!)UNTnNT$ • FI,ORII)n 1\'STITIITF: OF' CF.IZTIFIFn F`URI_IC ACCOUNTANTS
As described in Note 1, the City has implemented a new financial reporting model as required by
the provisions of GASB Statement No. 34, Basic Financial Statements -and Management's
Discussion and Analysis -for Stafe and Local Governments, as of October 1, 2001.
The Management's Discussion and Analysis on pages 3 through 14 is not a required part of the
basic financial statements but is supplemental information required by the Governmental
Auditing Standards Board. We have applied certain limited procedures, which consisted
principally of inquiries of management regarding the methods of measurement and presentation
of the supplemental information. However, we did not audit the information and express no
opinion on it.
Our audit was conducted for the purpose of forming an opinion on the financial statements that
collectively comprise the City of Winter Springs's basic financial statements. The introductory
section, is presented for purposes of additional analysis, is not a required part of the basic
financial statements and has not been subjected to the auditing procedures applied in the audit of
the basic financial statements and, accordingly, we express no opinion on it.
9~vi~rs~ lkiury~,~r~t~4u~r, uc
McDIRMIT DAVIS PUCKETT & COMPANY, LLC
March 28, 2003
Management's Discussion and Analysis
As management of the City of Winter Springs, we offer readers of the City of Winter Spring's
financial statements this narrative overview and analysis of the financial activities of the City of
Winter Springs for the fiscal year ended September 30, 2002. We encourage readers to
consider the information presented here in conjunction with additional information that we have
furnished in our letter of transmittal, which can be found on pages iii-vii of this report.
Financial Highlights
• The assets of the City of Winter Springs exceeded its liabilities at the close of the most
recent fiscal year by $54,900,927 (net assets). Of this amount, $23,818,655 (unrestricted
net assets) may be used to meet the government's ongoing obligations to citizens and
creditors.
• The government's total net assets increased by $2,762,065 or 5%.
• As of the close of the current fiscal year, the City of Winter Spring's governmental funds
reported combined ending fund balances of $12,905,925. Approximately 93% of this total
amount, $11,986,545 is available for spending at the government's discretion (unreserved
fund balance).
• At the end of the current fiscal year, unreserved fund balance for the general fund was
$4,872,404, or 37% of total general fund expenditures.
• The City of Winter Spring's total debt increased by $2,586,268 (6%) during the current
fiscal year. The key factor in this increase was the issuance of the Central Winds Limited
General Obligation Bonds.
Using this Annual Report
The new financial statement's focus (implemented this year) is on both the City as a whole
(govemment-wide) and on the major individual funds. Both perspectives (govemment-wide and
major fund) allow the user to address relevant questions, broaden a basis for comparison (year
to year or government to government) and enhance the City's accountability.
This discussion and analysis are intended to serve as an introduction to the City of Winter
Spring's basic financial statements, which are comprised of three components: 1) government-
wide financial statements, 2) fund financial statements, and 3) notes to the financial statements.
This report also contains other supplementary information in addition to the basic financial
statements themselves.
3
Government-wide financial statements. The government-wide financial statements are
designed to provide readers with a broad overview of the City of Winter Spring's finances, in a
manner similar to aprivate-sector business.
The statement of net assets presents information on all of the City of Winter Spring's assets and
liabilities, with the difference between the two reported as net assets. Over time, increases or
decreases in net assets may serve as a useful indicator of whether the financial position of the
City of Winter Springs is improving or deteriorating.
The statement of activities presents information showing how the government's net assets
changed during the most recent fiscal year. All changes in net assets are reported as soon as
the underlying event giving rise to the change occurs, regardless of the timing of related cash
flows. Thus, revenues and expenses are reported in this statement for some items that will only
result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused
vacation leave).
Both of the government-wide financial statements distinguish functions of the City of Winter
Springs that are principally supported by taxes and intergovernmental revenues (governmental
activities) from other functions that are intended to recover all or a significant portion of their
costs through user fees and charges (business-type activities). The governmental activities of
the City of Winter Springs include general government, public safety, highways and streets,
community development, and culture and recreation. The business-type activities of the City of
Winter Springs include a Water and Sewer Utility and a Stormwater Utility.
The government-wide financial statements include only the City of Winter Springs itself (known
as the primary government). The City of Winter Springs has no component units. The Water
and Sewer Utility and the Stormwater Utility functions as a department of the City of Winter
Springs, and therefore has been included as an integral part of the primary government.
The government-wide financial statements can be found on pages 15-16 of this report.
Fund financial statements. A fund is a grouping of related accounts that is used to maintain
control over resources that have been segregated for specific activities or objectives. The City
of Winter Springs, like other state and local governments, uses fund accounting to ensure and
demonstrate compliance with finance-related legal requirements. All of the funds of the City of
Winter Springs can be divided into three categories: governmental funds, proprietary funds, and
fiduciary funds.
Governmental funds. Govemmental funds are used to account for essentially the same
functions reported as governmental activities in the governmental-wide financial statements.
However, unlike the government-wide financial statements, governmental fund financial
statements focus on near-term inflows and outflows of spendable resources, as well as on
balances of spendable resources available at the end of the fiscal year. Such information may
be useful in evaluating a government's near-term financing requirements.
Because the focus of governmental funds is narrower that that of the government-wide financial
statements, it is useful to compare the information presented for govemmental funds with similar
information presented for govemmental activities in the govemment-wide financial statements.
By doing so, readers may better understand the long-term impact of the government's near-term
financing decisions. Both the governmental fund balance sheet and the governmental fund
statement of revenues, expenditures, and changes in fund balances provide a reconciliation to
facilitate this comparison between governmental funds and govemmental activities.
4
The City of Winter Springs maintains 29 individual governmental funds. Information is
presented separately in the governmental fund balance sheet and in the governmental fund
statement of revenues, expenditures, and changes in fund balances for the general fund, public
service tax and central winds capital project fund, all three of which are considered to be major
funds. Data from the other 26 govemmental funds are combined into a single, aggregated
presentation. Individual fund data for each of these nonmajor governmental funds is provided in
the form of combining statements elsewhere in this report.
The City of Winter Springs adopts an annual appropriated budget for all of its governmental
funds. Budgetary comparison statements have been provided for the General Fund and the
Public Service Tax Special Revenue Fund to demonstrate compliance with this budget at pages
20-22. Budgetary comparison schedules have been provided for the Central Winds Capital
Projects Fund and the nonmajor funds at pages 56-97.
The basic governmental fund financial statements can be found on pages 17-22 of this report.
Proprietary funds. The City of Winter Springs maintains one type of proprietary fund.
Enterprise funds are used to report the same functions presented as business-type activities in
the government-wide financial statements. The City of Winter Springs uses enterprise funds to
account for both its Water and Sewer Utility and its Stormwater Utility.
Proprietary funds provide the same type of information as the government-wide financial
statements, only in more detail. The proprietary fund financial statements provide separate
information for the Water and Sewer Utility and for the Stormwater Utility.
The basic proprietary fund financial statements can be found on pages 23-27 of this report.
Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of
parties outside the government. Fiduciary funds are not reflected in the govemment-wide
financial statement because the resources of those funds are not available to support the City of
Winter Spring's own programs. The accounting used for fiduciary funds is much like that used
for proprietary funds.
The basic fiduciary fund financial statements can be found on pages 28-29 of this report.
Notes to the financial statements. The notes provide additional information that is essential
to a full understanding of the data provided in the government-wide and fund financial
statements. The notes to the financial statements can be found on pages 30-55 of this report.
Other information. The combining statements referred to earlier in connection with nonmajor
govemmental funds are presented immediately following the Notes to Financial Statements.
Combining and individual fund statements and schedules can be found on pages 56-98 of this
report.
5
Government-wide Financial Analysis
Statement of Net Assets
As noted earlier, net assets may serve over time as a useful indicator of a government's
financial position. In the case of the City of Winter Springs, assets exceeded liabilities by
$54,900,927 at the close of the most recent fiscal year.
More than half of the City of Winter Spring's net assets (52%) reflects its investment in capital
assets (e.g., land, buildings, machinery, and equipment), less any related debt used to acquire
those assets that is still outstanding. The City of Winter Springs uses these capital assets to
provide services to citizens; consequently, these assets are not available for future spending.
Although the City of Winter Spring's investment in its capital assets is reported net of related
debt, it should be noted that the resources needed to repay this debt must be provided from
other sources, since the capital assets themselves cannot be used to liquidate these liabilities.
An additional portion of the City of Winter Spring's net assets (5%) represents resources that
are subject to external restrictions on how they may be used. The remaining balance of
unrestricted net assets ($23,818,655) may be used to meet the government's ongoing
obligations to citizens and creditors.
At September 30, 2002, the City of Winter Springs is able to report positive balances in all three
categories of net assets, both for the government as a whole, as well as for its separate
governmental and business-type activities. The following table reflects the condensed
Statement of Net Assets for the current year. Comparison to the prior year is not presented, as
2002 is the implementation year for GASB statement #34. For more detail see the Statement of
Net Assets on page 15.
6
Statement of Net Assets
As of September 30,
Current and other assets
Restricted assets
Capital assets
Total assets
Current liabilities
Long term liabilities outstanding
Other liabilities
Total liabilities
Net assets:
Invested in capital assets, net of
related debt
Restricted for capital improvement
Unrestricted
Total net assets
Statement of Activities
Governmental
Activities
2002
Business
Activities
~nro
Total
~nm
$17,772,610
106,982
42, 814, 341
60,693,933
$10,113,455
1,924,332
34,413,609
46,451,396
$27,886,065
2,031,314
77,227,950
107,145,329
2,153,394
22,391,796
106,982
24,652,172
19,982,688
16,059,073
$36,041,761
939,767
26,044,163
608,300
27,592,230
8,321,584
2,778,000
7,759,582
$18,859,166
3,093,161
48,435,959
715,282
52,244,402
28,304,272
2,778,000
23,818,655
$54,900,927
The following table reflects the condensed Statement of Activities for the current .year.
Comparison to the prior year is not presented, as 2002 is the implementation year for GASB
Statement #34. For more detailed information see the Statement of Activities on page 16.
Note that total net assets increased by $2,762,065. Governmental activities increased by
$3,300,109 whereas, the business-type activities experienced a decrease in net assets of
$538,044.
Following the Statement of Activities table is a series of bar and pie charts that relay in a
pictorial form the revenues and expenses for each the govemmental and business-type
activities as well as the revenue "source" for each.
7
„~ i
Changes in Net Assets
For The Year Ended September 30,
Revenues:
Program revenues
General revenues
Total revenues
Expenses:
General government
Public safety
Physical environment
Culture and recreation
Interest on long-term debt
Water and Sewer
Stormwater
Total expenses
Increase in net assets before
transfers
Transfers
Increase (decrease) in net assets
Net assets -October 1 (restated)
Net assets -September 30
Governmental
Activities Business
Activities
2002 2002
T.,4., t
2002
$4,761,243 $6,791,159 $11,552,402
14,635,746 - 14,635,746
19,396,989 6,791,159 26,188,148
5,177,508 - 5,177,508
6,838,109 - 6,838,109
2,746,869 - 2,746,869
1,629,128 - 1,629,128
856,851 - 856,851
- 5,648,538 5,648,538
- 529,080 529,080
17,248,465 6,177,618 23,426,083
2,148,524 613,541 2,762,065
1,151,585 (1,151,585) -
3,300,109 (538,044) 2,762,065
32,741,652 19,397,210 52,138,862
$36,041,761 $18,859,166 $54,900,927
8
Governmental Program Revenues and Expanses
e. ooo, ooo
.ooo.ooo
e.ooo.ooo
s, ooo.ooo
a, ooo, ooo
3. DOO.000
2.000.000
1 .000,000
Governmental Revenues by Source
Investment income 8
miscellaneous
3.0%
Charges for servi<
21.8%
Capital & operating grants &
contributions
2.8%
Intergovernmental revs
24.7%
^ Texas ^ Intergovernmental revenues
O Capital & operating grants & contributions ~ Charges for servicec
!Investment income & miscellaneous
Taxes
47.8°k
. w..
9
Business Revenues and Expenses
~,ooo,ooo
6,000,000
5,000,000
a,ooo,ooo
3,000,000
z,ooo,ooo
1 ,000,000
Business Revenues by Source
Capital & operating grants
s cantritxAiorts
~.~%
Investmer>t
26`.
Charges for
Services
^ Expense
Charges for services
69.7%
®Charges for services ~ Investment income ^ Caprtal & operating grants & contributions
10
W sbr Intl S~w~r Srormwralar
Financial Analysis of the Government's Funds
As noted earlier, the City of Winter Springs uses fund accounting to ensure and demonstrate
compliance with finance-related legal requirements.
Governmental funds. The focus of the City of Winter Spring's governmental funds is to
provide information on near-term inflows, outflows, and balances of spendable resources. Such
information is useful in assessing the City of Winter Spring's financing requirements. In
particular, unreserved fund balance. may serve as a useful measure of a government's net
resources available for spending at the end of the fiscal year.
As of September 30, 2002, the City of Winter Spring's governmental funds reported combined
ending fund balances of $12,905,925, an increase of $335,266 in comparison with the prior
year. Approximately 93% or $11,986,545 of this total amount constitutes unreserved fund
balance, which is available for spending at the government's discretion. The remainder of fund
balance is reserved to indicate that it is not available for new spending because it has already
been committed for debt service, inventories and prepaid costs.
The general fund is the chief operating fund of the City of Winter Springs. At the end of the
current fiscal year, unreserved fund balance of the general fund was $4,872,404, while total
fund balance reached $4,926,644. As a measure of the general fund's liquidity, it may be useful
to compare both unreserved fund balance and total fund balance to total fund expenditures.
Unreserved and total fund balance represents 37 % of total general fund expenditures.
The fund balance of the City of Winter Spring's general fund increased by $1,497,081 during the
current fiscal year, primarily due to increases in transfers from the public service tax and
franchise fee funds.
Proprietary funds. The City of Winter Spring's proprietary funds provide the same type of
information found in the government-wide financial statements, but in more detail.
Unrestricted net assets of the Water and Sewer Utility Fund at the end of the year amounted to
$7,521,412 and those for the Stormwater Utility Fund amounted to $238,170. Both funds
experienced a decrease in their net assets in the amount of $397,493 and $140,551,
respectively. A 3 year phased rate increase was enacted in July 2002 for both funds. Fiscal
year 2002 captures approximately 3-4 months worth of the first year rate increase.
General Fund Budgetary Highlights
Differences between the original General Fund expenditure budget and the final amended
General Fund expenditure budget consists of $653,002 in appropriations and can be briefly
summarized as follows:
• $600,000 in miscellaneous increases in general governmental activities; however, general
government actual expenditures came in approximately $65,000 over the original budget
• $170,000 increase for public safety
• $45,000 increase for parks and recreation
• $101,000 decrease for public works
During the year, however, revenues exceeded budgetary estimates and expenditures were less
than budgetary estimates, thus eliminating the need to draw upon existing fund balance.
11
Capital Asset and Debt Administration
Capital assets. The City of Winter Spring's investment in capital assets for its govemmental
and business type activities as of September 30, 2002 amounts to $77,227,950 (net of
accumulated depreciation). This investment in capital assets includes land, buildings and
system, improvements, machinery and equipment, park facilities, roads, highways, and bridges.
The total increase in the City of Winter Spring's investment in capital assets for the current fiscal
year was 8 % (a 15% increase for governmental activities and less than a 1 % increase for
business-type activities).
Major capital asset events during the current fiscal year included the purchase of property to
expand Central Winds Park, infrastructure improvements in the Town Center at Hickory and
Tuskawilla Road and the near completion of the improvements within the Tuscawilla Lighting
and Beautification District.
Additional information on the City of Winter Spring's capital assets can be found in note 6 on
pages 43-44 of this report.
Capital Assets
(net of deprec~~tion)
As of September 30,
Land
Buildings
Improvements other than buildings
Machinery and equipment
Infrastructure
Construction in Progress
Total
Govemmental Business
Activities Activities Total
2002 2002 2002
$9,060,305 $5,119,663 $14,179,968
3,479,344 412,088 3,891,432
5,127,961 27,726,060 32,854,021
1,741,459 994,621 2,736,080
20,011,191 - 20,011,191
3,394,081 161,177 3,555,258
$42,814,341 $34,413,609 $77,227,950
Long-term debt. At the end of the current fiscal year, the City of Winter Springs had total
bonded debt outstanding of $47,516,183. Of this amount, $3,400,000 comprises debt backed
by the full faith and credit of the govemment and $2,265,000 is special assessment debt for
which the government is liable in the event of default by the property owners subject to the
assessment. The remainder of the City of Winter Spring's debt represents bonds secured solely
by specified revenue sources (i.e., revenue bonds).
12
The City of Winter Spring's total debt increased by $2,586,268 (6%) during the current fiscal
year. The key factor in this increase was a $3,400,000 limited general obligation bond issuance
for the City of Winter Springs Series 2002. .
During the current fiscal year, the government refinanced its Water and Sewer Refunding
Revenue Bonds Series 1992 to take advantage of favorable interest rates.
The City of Winter Springs and its Water and Sewer Utility maintain an underlying rating of "A--"
and "A" from Standard & Poor's, respectively.
There are no limitations placed on the amount of debt the City may issue either by the City's
charter, code of ordinances or by the Florida State Statutes.
Additional information on the City of Winter Spring's long-term debt can be found in notes 7 and
8 on pages 45-50 of this report.
Long Term Debt
As of September 30,
Improvement Refunding Revenue Bonds
Series 1993
Subordinate Improvement Revenue Bonds
Series 1997
Improvement Refunding Revenue Bonds
Series 1999
Water and Sewer Refunding Revenue Bonds
Series 2000
Capital Notes Payable Series A and B 2000
Special Assessment Revenue Bonds Series 2001
Water and Sewer Refunding Revenue Bonds
Series 2001
Water and Sewer Refunding Revenue Bonds
Series 2002
Limited General Obligation Bonds Series 2002
Obligation Under Utility Agreement
Capital Lease
Compensated Absences
Adjustments for Issuance Discounts and Deferred
Refunding Costs
Total
Governmental Business
Activities Activities Total
2002 2002 2002
$8,455,000 - $8,455,000
125,000 - 125,000
7,413,970 - 7,413,970
- 6,969,191 6,969,191
1,151,937 - 1,151,937
2,265,000 - 2,265,000
6,065,000 6,065,000
- 13,980,000 13,980,000
3,400,000 - 3,400,000
- 180,000 180,000
43,568 212,497 256,065
318,742 104,504 423,246
(22,315) (1,134,663) (1,156,978;~
$23,150,902 $26,376,529 $49,527,431
13
Economic Factors and Next Year's Budgets and Rates
The City considered many economic factors during the preparation of the fiscal year 2003
budget namely the affect the downturn in the economy would have on intergovernmental
revenue sources and public service taxes. The City has historically enjoyed increases in
intergovernmental revenues, which were used to offset increases in the cost of City provided
services. Unfortunately, intergovernmental revenues could not be counted on in FY 03 to fund
an increase in the public safety workforce, which necessitated an increase in the millage to
4.1658.
The City underwent a Water, Wastewater, Reclaimed Water and Stormwater Rate Study and
determined that future expenses would outpace revenues. The City implemented the first of a 3
year phased rate increase during July of fiscal year 2002 and anticipates that the increases in
fiscal year 2003 and 2004 will correct this situation.
Requests for Information
This financial report is designed to provide a general overview of the City of Winter Spring's
finances for all those with an interest in the government's finances. Questions concerning any
of the information provided in this report or requests for additional financial information should
be addressed to the Finance Director, 1126 East State Road 434, Winter Springs, Florida,
32708.
14
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF NET ASSETS
September 30, 2002
Assets:
Cash and cash equivalents
Investments
Receivables, net
Inventories - at cost
Due from other governments
Prepaid costs
Restricted assets:
Cash and cash equivalents
Investments
Bond issuance costs
Capital assets (net of accumulated
depreciation)
Receivables, long-term
Total Assets
Liabilities:
Accounts payable and other current liabilities
Matured bonds and interest payable
Liabilities payable from restricted assets
Noncun-ent liabilities:
Due within one year
Due in more than one year
Total Liabilities
Primary Government
Governmental Business-type
Activities Activites Total
$ 13,418,085 $ 2,658,423 $ 16,076,508
- 6,199,107 6,199,107
543,503 812,078 1,355,581
7,419 2,152 9,571
284,379 - 284,379
46,827 - 46,827
106,982 762,298 869,280
- 1,162,034 1,162,034
82,529 441,695 524,224
42,814,341 34,413,609 77,227,950
3,389,868 - 3,369,868
60,693,933 46,451,396 107,145,329
1,394,288 75,103 1,469,391
- 762,298 762,298
106,982 608,300 715,282
759,106 102,366 861,472
22,391,796 26,044,163 48,435,959
24,652,172 27,592,230 52,244,402
Net Assets:
Invested in capital assets, net of related debt 19,982,688 8,321,584 28,304,272
Restricted - 2,778,000 2,778,000
Unrestricted 16,059,073 7,759,582 23,818,655
Total Net Assets $ 36,041,761 $ 18,859,166 $ 54,900,927
The accompanying Notes to Financial Statements are an integral part of these statements.
15
C:I I Y VF VVIN 1 tK 51'KINl~S, f-LUKIUN
STATEMENT OF ACTIVITIES
For The Year Ended September 30, 2002
Net (Expense)Revenue and
Program Revenues Changes in Net Assets
Operating Capital Primary Government
Charges for Grants and Grants and Governmental Business-type
ms
lP Expenses Services Contributions Contributions Activities Activities Total
rogra
Functions
Governmental activities:
177
508
$ 5
$ 1,793,439
$ -
$ -
$ (3,384,069) $ - $ (3,384,069)
General government ,
,
109
838
6 618,936 76,443 - (6,142,730) - (6,142,730)
Public safety
Physical environment ,
,
2,746,869 1,539,646 -
560 32,613
505
390 (1,174,610) (1,174,610)
928,962
962)
(928
Culture and recreation 1,629,128 275,101 34,
- ,
- ,
(856,851) (856,851)
Interest on long-term debt
Total governmental activities 856,851
17,248,465 4,227,122 111,003 423,118 (12,487,222) (12,487,222)
Business-type activities:
325
438
5
5,675,797
- 522 168 - 759,640 759,640
Water and sewer ,
,
080
529
413,371
-
- -
(115,709) (115,709)
°' Stormwater
Total business-type activities ,
5,967,405
-~~ ;~ 6,089,168
_?~~ -
1 ,0 522,166
,28 643,931 643,931
~~g'f~~' ~ ,8 )
Total primary government
General revenues
Property taxes
Franchise fees and utility taxes
Intergovernmental
Investment income and miscellaneous
Loss on disposition of capital assets
Transfers
Total general revenues and transfers
Change in net assets
Net assets, beginning
Net assets, ending
4,277,707 - 4,277,707
4,998,244 - 4,998,244
4,783,271 - 4,783,271
576,524 179,823 756,347
- (210,213) (210,213)
1,151,585 _ (1,151,585) -
15,787,331 (1,181,975) 14,605,356
3,300,109 (538,044) 2,762,065
32,741,652 19,397,210 52,136,862
$ 36,041,761 $ 18,859,166 $ 54,900,927
The accompanying Notes to Financial Statements are an integral part of these statements.
CITY OF WINTER SPRINGS, FLORIDA
BALANCE SHEET
GOVERNMENTAL FUNDS
September 30, 2002
Assets:
Cash and cash equivalents
Receivables, net
Inventories, at cost
Due from other government
Due from other funds
Prepaid costs
Special assessments receivable
Mortgage receivable, long-term
Restricted assets:
Cash and cash equivalents
Total Assets
Liabilities and Fund Balances:
Accounts payable
Accrued liabilities
Retainage payable
Due to other funds
Deferred revenue
Liabilities payable from restricted
assets
Total Liabilities
Fund balances:
Reserved:
Inventories and prepaid costs
Debt service
Unreserved, reported in:
General fund
Special revenue funds
Capital projects funds
Total fund balances
Total Liabilities and Fund
Balances
Public
Service Tax Central Winds Other Total
Special Capital Govemmental Govemmental
General Revenue Fund Projects Fund Funds Funds
$ 5,273,799 $ - $ 219,955 $ 7,924,331 $ 13,418,085
58,210 350,521 - 134,772 543,503
7,419 - - - 7,419
1,091 - - 283,288 284,379
350,521 - - - 350,521
46,827 - - - 46,827
- - - 2,815,907 2,615,907
- - - 573,961 573,961
106,982 - - - 106,982
$ 5,844.649 $ 350,521 5 219,955 $11.732.259 $ 18,147,564
$ 384,231 $ - $ - $ 367,133 5 751,364
412,112 - - - 412,112
14,880 - - 215,932 230,812
- 350,521 - - 350,521
- - - 3,389,868 3,389,868
106,982 - - - 106,982
918,205 350,521 - 3,972,933 5.241.659
54,240 - - - 54,240
- - - 865,140 865,140
4,872,404 - - - 4,872,404
- - - 4,105,294 4,105,294
- - 219,955 2,788,892 3.008.847
4,926,644 - 219,955 7,759.326 12,905,925
55.844,849 $ 350,521 $ 219,955 $11,732,259
Amounts reported for govemmental activivties in the statement of net
assets are different because:
Capital assets used in govemmental activities are not financial resources
and, therefore are not reported in the funds
Other long-term assets are not available to pay for current period
expenditures and, therefore, are deferred in the funds
Long-term liabilities are not due and payable in the current period and
therefore are not reported in the funds
Bond issuance costs ,which are expenditures in the funds, are deferred and
amortized over life of bond
Net assets of govemmental activities
42,814,341
3,389,868
(23,150,902)
82,529
$ 36,041,761
The accompanying Notes to Financial Statements are an integral part of these statements.
17
CITY OF WINTER SPRINGS, FLORfDA
STATEMENT OF REVENUES EXPENDITURES AND CHANGES
IN FUND BALANCES -GOVERNMENTAL FUNDS
For The Year Ended September 30, 2002
Public
Service Tax Central Winds Other Totals
Special Capital Projects Governmental (Memorandum
General Revenue Fund Fund Funds Only)
Revenues:
Taxes and special assessments $4,621,761 $ 3,403,121 5 - $ 1,607,061 5 9,631,943
Licenses and permits 1,128,635 - - 295,310 1,423,945
Intergovernmental revenues 3,420,836 - - 1,896,557 5,317,393
Charges for services 410,974 - - 1,757,927 2,168,901
Fines and forteitures 254,513 - - 75,826 330,339
Investment income 139,305 14,802 - 293,390 447,497
Miscellaneous 67,810 - - 61,217 129.027
Total revenues 10,043,834 3,417,923 - 5,987,288 19,449,045
Expenditures:
Current:
General govemment 3,671,908 213 - 1,324,035 4.996,156
Public safety 6,389,062 - - 227,237 6,616,299
Physical environment 1,286,618 - - 2,352,275 3,638,893
Culture and recreation 1,928,755 - - 98 1,928,853
Debt service:
Principal retirement - - - 612,333 612,333
Interest and fiscal charges - - - 856,345 656,345
Bond issuance costs - - 64,405 - 64,405
Capital outlay:
General govemment - - - 180,D86 160,086
Physical environment - - - 1,721,776 1,721,776
Culture and recreation - - 2,993,918 13,478 3,007,396
Total expenditures 13.276,343 213 3,078.323 7,287,663 23,642,542
Excess (Deficiency) of
Revenues Over Expenditures (3,232,509) 3.417,710 (3.078,323) (1,300.375) (4,193.497)
Other Financing Sources (Uses)
Operating transfers in 4,616,290 - - 1,520,087 6,336,377
Operating transfers out (86,700) (3,419,604) (78,900) (1,599,588) (5,184,792)
General obligation bonds issued - - 3,400,000 - 3,400,000
Discount on bonds - - (22.822) - (22,822)
Net other financing sources
(uses) 4,729.590 (3,419,604) 3,298,278 (79,501) 4.528,763
Net Change in Fund Balances 1,497,081 (1,894) 219,955 (1,379,876) 335,266
=und Balances -Beginning
As previously reported 3,429,563 1,894 - 9,713,163 13,144,620
Prior period adjustment - - - (573,961) (573,961)
As restated 3.429,563 1,894 - 9.139,202 12,570,659
=und Balances -Ending $4,926,644 $ - $ 219,955 $ 7,759,326 $ 12,905,925
The accompanying Notes to Financial Statements are an integral part of these statements.
,o
CITY OF WINTER SPRINGS, FLORIDA
RECONCILIATION OF THE STATEMENT OF REVENUES,
EXPENDITURES. AND CHANGES IN FUND BALANCES OF
GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES
For The Year Ended September 30, 2002
Amounts reported for the governmental activities in the statement of
activities (page 16) are different because:
Net change in fund balances -total governmental funds (page 18) $ 335,266
Governmental funds report capital outlays as expenditures. However, in
the statement of activities the cost of those assets is allocated over
their estimated useful lives and reported as depreciation expense.
This is the amount by which capital outlays exceeded depreciation
in the current period. 5,712,394
The issuance of long-term debt provides current financial resources to
govemmental funds, while the repayment of the principal of long-term
debt consumes the current financial resources of governmental funds.
Neither transaction, however, has any effect on net assets. Also,
govemmental funds report the effect of issuance costs, premiums,
discounts, and similar items when debt is first issued, whereas these
amounts are deferred and amortized in the statement of activities. This
amount is the net effect of these differences in the treatment of long-term
debt and related items. (2,680,439)
Special assessment revenue reported in the funds in the current year
must be eliminated from the statement of activities since revenue was
recognized in a prior year. (52,056)
Some expenses reported in the statement of activities do not require the
use of current financial resources and, therefore, are not reported as
expenditures in governmental funds. (15,056)
Change in net assets of governmental activities (page 16) $ 3,300,109
The accompanying Notes to Financial Statements are an integral part of these statements.
19
CITY OF WINTER SPRINGS, FLORIDA
CHANGES 1
For The Year Ended September 30, 2002
Variance With
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)
revenues:
Taxes:
Property taxes 5 4,273,800 S 4,235,800 5 4,277,707 S 41,907
Franchise taxes 25,000 307,100 344,054 36,954
4,298.800 4,542,900 4,621,761 78,861
Licenses and permits:
Building permfts 468,500 478,500 1,023,059 544,559
Occupational licenses 110,000 110,000 105,576 (4,424)
578,500 588,500 1,128,635 540,135
Intergovernmental revenues:
Sales tax 2,121,500 2,121,500 2,127,578 6,078
State revenue sharing 712,500 676,500 691,212 14,712
Other state shared revenue 602,400 467,647 470,848 3,201
Other county shared revenue 525,000 525,000 84,755 (440,245)
Federal grants 99,000 43,598 46,443 2,845
4,060.400 3,834,245 3,420,636 (413,409)
charges for services:
Concession stand receipts 131,400 131,400 93,951 (37,449)
Program activity fees 125,000 165,000 167,155 2,155
Rental and other 66,000 99,100 149,868 50.768
322,400 395.500 410.974 15.474
=fines and forfeitures:
Fines and forfeitures 250,555 250,555 254,513 3,958
nvestmentincome 200,000 50,000 139,305 89,305
liscellaneous 30,000 58.218 67,810 9,592
Total revenues 9,740.655 9,719,918 10,043,834 323,916
The accompanying Notes to Finanical Statements are an integral part of these statements.
20
Variance With
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)
Expenditures:
Current:
General govemment:
Executive $ 542,500 $ 572,406 $ 503,486 $ 68,920
General govemment 163,500 491,150 332,325 158,825
Finance 1,028,800 1,083,028 916,453 166,575
General services 578,20D 636,282 604,985 31,297
Information systems 396,200 426,748 399,612 27,136
Communitydevelopmsnt 895,100 996,807 915,047 81,760
3,606,300 4,206,421 3,671,908 534,513
Public safety:
Police 3,850,500 3,956,760 3,932,019 24,741
Fire 2,478,700 2,542,608 2,457,043 85,565
6,329,200 6,499,368 6,389,062 110,306
Physical environment:
Public works 1,515,100 1,413,654 1,286,618 127,036
Culture and recreation:
Parks and recreation 2,293,700 2,339,122 1,926,755 410,367
Total expenditures 13,744,300 14,458,565 13,276,343 1,182,222
Excess (Deficiency) of Revenues
Over Expenditures (4,003,645) (4,738,647) (3,232,509) 1,506,138
Other Financing Sources (Uses)
Operating transfers in 4,090,345 4,172,345 4,816,290 643,945
Operating transfers out (86,700) (86,700) (86,700) -
Net other financing sources (uses) 4,003,645 4,085,645 4,729,590 643,945
Net Change in Fund Balance - (653,002) 1,497,081 2,150,083
Fund Balances -Beginning 3,429,563 3,429,563 3,429,563 -
Fund Balances -Ending $ 3,429,563 $ 2,776,561 $ 4,926,644 $ 2,150,083
21
CITY OF WINTER SPRINGS, FLORIDA
PUBLIC SERVICE TAX SPECIAL REVENUE FUND
STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES -BUDGET AND ACTUAL
For The Year Ended September 30, 2002
Variance With
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Taxes and special assessments $ 2,712,077 $ 2,712,077 ~ 3,403,121 $ 691,044
Licenses and permits - - - -
Intergovernmental revenues - - - -
Charges for services - - - -
Fines and forfeitures - - - -
Investment income 5,000 5,000 14,802 9,802
Miscellaneous - - -
Total revenues 2,717,077 2,717,077 3,417,923 700,846
Expenditures:
Current:
General government 4,600 4,600 213 4,387
Public safety - - - -
Physical environment - - - -
Cutture and recreation - - - -
Debt service:
Principal retirement - - - -
Interest and fiscal charges - - - -
Issuance costs - - - -
Total expenditures 4,600 4,600 213 4,387
Excess (Deficiency) of
Revenues Over Expenditures 2,712,477 2,712,477 3,417,710 705,233
Other Financing Sources (Uses)
Operating transfers in - - - -
Operating transfers out (2,717,643) (2,717,643) (3,419,604) (701,961)
Net other financing sources (uses) (2,717,643) (2,717,643) (3,419,604) (701,961)
Net Change in Fund Balance (5,166) (5,166) (1,894) 3,272
Fund Balances -Beginning 1,694 1,694 1,894 -
Fund Balances -Ending $ (3,272) $ (3,272) $ - $ 3,272
The accompanying Notes to Financial Statements are an integral part of these statements.
22
CITY OF WINTER S°RINGS, FLORIDA
STATEMENT OF NET ASSETS
PROPRIETARY FUNDS
September 30, 2002
Assets
current assets:
Cash and cash equivalents
Investments
Receivables, net
Inventories
Total current assets
concurrent assets:
Restricted cash and cash equivalents
Restricted investments
Total restricted assets
Bond issuance costs
Capital assets:
Land, buildings and equipment
Construction in progress
Less accumulated depreciation
Total capital assets (net of
accumulated depreciation)
Total noncurrent assets
Total assets
Business-ty pe Activities -Enterprise Funds
Water and Stormwater
Sewer Utility Utility
Fund Fund Total
$ 2,406,360 $ 252,063 $ 2,658,423
6,199,107 - 6,199,107
812,078 - 812,078
2,152 - 2,152
9,419,697 252,063 9,671,760
762,298 - 762,298
1,162,034 - 1,162,034
1,924,332 - 1,924,332
441,695 - 441,695
43,218,903 5,974,330 49,193,233
161,177 - 161,177
(13,287,199) (1,653,602) (14,940,801)
30,092.881 4,320,728 34,413,609
32,458,908 4.320,728 36,779,636
41,878,605 4,572,791 46,451,396
The accompanying Notes to Financial Statements are an integral part of these statements.
23
Liabilities
Current liabilities:
Accounts payable
Accrued liabilities
Compensated absences
Obligation under utility agreement-current
Capita I lease-current
Total current liabilities
Current liabilities payable from restricted assets:
Customer deposits payable
Revenue bonds payable
Accrued interest payable
Total current liabilities payable from
restricted assets
Noncurrent liabilities:
Revenue bonds payable
Obligation under utility agreement
Capital lease
Total noncurrent liabilities
Total liabilities
Net Assets
Invested in capital assets, net of related debt
Restricted
Unrestricted
Total net assets
Business-ty pe Activities -Enterprise Funds
Water and Stormwater
Sewer Utility Utility
Fund Fund Total
36,481 7,764 44,245
29,196 1,662 30,858
100,037 4,467 104,504
22,000 - 22,000
70,365 - 70,365
258,079 13,893 271,972
608,300 - 608,300
230,000 - 230,000
532,298 - 532,298
1,370,598 - 1,370,598
25,649,528 - 25,649,528
158,000 - 158,000
142,132 - 142,132
25,949,660 - 25,949,660
27,578,337 13,893 27,592,230
4,000,856 4,320,728 8,321,584
2,778,000 - 2,778,000
7,521,412 238,170 7,759,582
$ 14,300,268 $4,558,898 $ 18,859,166
24
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF REVENUES. EXPENSES AND CHANGES
IN FUND NET ASSETS -PROPRIETARY FUNDS
For The Year Ended September 30, 2002
Operating Revenues:
User charges
Operating Expenses:
Salaries and benefds
Materials and supplies
Depreciation and amortization
Other operating expenses
Total operating expenses
Operating income (loss)
Nonoperating Revenue (Expenses):
Investment income
Interest expense
Connection fees
Gain (loss) on disposal of capftal assets
Total nonoperating revenue (expense)
Income (loss) before operating transfers
Operating Transfers:
Operating transfers in
Operating transfers out
Net operating transfers
Change in net assets
Total Net Assets -Beginning
As previously reported
Prior period correction
As restated
Total Net Assets -End
Business-type Activfies -Enterprise Funds
Water and Stormwater
Sewer Utility Utility
Fund Fund Total
$ 5,675,797 $ 413,371 $ 6,089,168
1,324,665 181,338 1,506,003
633,542 82,630 716,172
1,391,769 244,668 1,636,437
751,105 20,444 771,549
4,101,081 529,080 4,630,161
1,574,716 (115,709) 1,459,007
178,465 1,358 179,823
(1,337,244) - (1,337,244)
522,168 - 522,168
(210,213) - (210,213)
(846,824) 1,358 (845,466)
727,892 (114,351) 613,541
5,700 - 5,700
(1,131,085) (26,200) (1,157,285)
(1,125,385) (26,200) (1,151,585)
(397,493) (140,551) (538,044)
13,575,099 4,699,449 18,274,548
1,122,662 - 1,122,662
14,697,761 4,699,449 19,397,210
$ 14,300,268 $ 4,558,898 $ 18,859,166
The accompanying Notes to Financial Statements are an integral part of these statements.
25
CITY OF WINTER SPRINGS, FLORIdA
STATEMENT OF CASH FLOWS
PROPRIETARY FUNQS
For The Year Ended September 30, 2002
Business-ty pe Activities -Enterprise Funds
Water and Stormwater
Sewer Utility Utility
Fund Fund Total
Cash Flows from Operating Activities:
Receipts from customers $ 5,715,531 5 413,371 S 6,128,902
Payments to suppliers (1,505,936) (107,064) (1,613,000)
Payments to employees (1.357.749) (176,428) (1,534.177)
Net cash provided by operating activities 2.851.846 129,879 2.981,725
Cash Flows from Non-Capital
Financing Activities:
Net operating transfers in
Net operating transfers out
Decrease in due from other funds
Decrease in due to other funds
Net cash provided (used) by non-capital
financing activities
Cash Flows from Capital and Related
Financing Activities:
Proceeds from sale of capital assets
Acquisition of capital assets
Capital lease proceeds
Proceeds from issuance of revenue bonds
Principal paid on revenue bonds ~ leases
Interest paid on revenue bonds
Additions to bond issue costs
Connection fees
Net cash provided (used) by capital and
related financing activities
Cash Flows from Investing Activities:
Purchase of investments
Investment income
Net cash provided (used) by investing activities
Net Increase (Decrease) in Cash and
Cash Equivalents
Cash and Cash Equivalents -Beginning
Cash and Cash Equivalents -End
Classified As:
Current assets
Restricted assets
Total
5,700 - 5,700
(1,131,085) (26,200) (1,157,285)
848,915 335,786 1,184,701
(718.207) (399.230) (1.117,437)
(994.677) (89.644) (1.084.321)
9,972 - 9,972
(1,709,739) (17,254) (1,726,993)
275,935 - 275,935
13,505,088 - 13,505,088
(13,958,438) - (13,958,438)
(1,078,070) - (1,078,070)
(176,676) - (176,676)
522.168 - 522,168
(2,609.760) (17.254) (2.627,014)
(6,266,334) - (6,266,334)
178.465 1,358 179,823
(6.087,869) 1,358 (6,086.511)
(6,840,460) 24,339 (6,816,121)
10,009.118 227,724 10.236,842
5 3,168.658 S 252,063 $ 3.420.721
$ 2,406,360 $ 252,063 $ 2,658,423
762.298 - 762.298
$ 3,168,658 $ 252.063 S 3,420,721
The accompanying Notes to Financial Statements are an integral part of these statements.
26
Business-ty pe Activities -Enterprise Funds
_
Water and Stormwater
Sewer U61ity Utility
Fund Fund Total
Reconciliation of Operating Income
(Loss) to Net Cash Provided By
Operating Activities
Operating income (loss)
Adjustments Not Affecting Cash:
Depreciation
Amortization
Change in Assets and Liabilities:
Increase in accounts receivable
Increase in inventories
Decrease in accounts payable
Increase in accrued liabilities
Decrease in customer deposits
Decrease in utility agreement obligation
Increase (decrease) in accrued compensated
absences
Total adjustments
Net Cash Provided by Operating
Activities
$ 1,574,716 $ (115,709) $ 1,459,007
1,371,977 244,668 1,616,645
19,792 - 19,792
(51,228) - (51,228)
(2,152) - (2,152)
(81,137) (3,990) (85,127)
7,321 443 7,764
90,962 - 90,962
(38,000) - (38,000)
(40,405) 4,467 (35,938)
1,277,130 245,588 1,522,718
$ 2,651,846 $ 129,879 $ 2,981,725
27
CITY OF 1NINTER SRRINGS, FLORIDA
STATEMENT OF FIDUCIARY NET ASSETS
FIDUCIARY FUND
September 30, 2002
Defined
Benefit
Pension
Trust Fund
Assets:
Cash and cash equivalents $ 73,772
Receivables:
Plan members contributions 17,144
Investments, at fair value:
Common funds -equity 3,303,281
Common funds -bonds 2,161,618
Total investments 5,464,899
Total assets 5,555,815
Liabilities _
Net Assets:
Held in trust for pension benefits $ 5,555,815
The accompanying Notes to Financial Statements are an integral part of these statements.
28
CITY OF WINTER SPRINGS, FLORIDA
STATEMENT OF CHANGES IN FIDUCIARY NET ASSETS
FIDUCIARY FUNDS
For The Year Ended September 30, 2002
Defined
Benefit
Pension
Trust Fund
Additions:
Contributions:
Employer $ 604,058
Plan members 238,202
Total contributions 842,260
Investment income:
Net depreciation in fair value of investments (414,486)
Interest 4,507
Net investment income (409,979)
Total additions 432,281
Deductions:
Benefits 103,068
Administrative expenses 45,890
Total deductions 148,958
Change in Net Assets 283,323
Net Assets -Beginning 5,272,492
Net Assets -End $ 5,555,815
The accompanying Notes to Financial Statements are an integral part of these statements.
29
NOTES TO FINANCIAL STATEMENTS
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
Note 1 -Summary of Significant Accounting Policies:
A. Reporting Entity
The City of Winter Springs, Florida ("the City") is a political subdivision of the state of Florida
located in Seminole County, and was established by the Laws of Flroida 59-1614. The
legislative branch of the City is comprised of afive-member elected Commission, which is
governed by the City Charter and by state and local laws and regulations. The City
Commission is responsible for the establishment and adoption of policy; the execution of such
policy is the responsibility of the City Manager appointed by the Commission.
In evaluating how to define the government, for financial reporting purposes, the City has
considered atl potential component units. The definition of the reporting entity is based
primarily on the notion of financial accountability. A primary government is financially
accountable for the organizations that make up its legal entity. It is also financially
accountable for legally separate organizations if its officials appoint a voting majority of an
organization's governing body, and either it is able to impose its will on that organization or
there is a potential for the organization to provide specific financial benefits to, or to impose
specific financial burdens on, the primary govemment. A primary govemment may also be
financially accountable for governmental organizations that are fiscally dependent on it.
A primary govemment has the ability to impose its will on an organization if it can significantly
influence the programs, projects or activities of, or the level of services performed or provided
by, the organization. A financial benefit or burden relationship exists if the primary
government (a) is entitled to the organizations' resources; (b) is legally obligated or has
otherwise assumed the obligation to finance the deficits of, or provide financial support to, the
organization; or (c) is obligated in some manner for the debt of the organization. In applying
the above criteria, management has determined that there are no components units to be
included within the reporting entity.
30
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued):
B. Government-Wide and Fund Financial Statements
The City has elected to early implement Govemmental Standards Board Statement Number
34, Basic Financial Statements -and Management's Discussion and Analysis -for State
and Local Govemmenfs (GASB 34) that requires a change in the reporting format. The
government-wide and fund financial statements along with the notes to financial statements
comprise the basic financial statements. As a part of a phased implementation of this
Statement, there is a new reporting requirement regarding the government's infrastructure
(roads, bridges, traffic signals, etc.). This requirement permits an optional four-year further
delay for implementation. The City is electing to implement both the basic model and the
infrastructure-related portion at September 30, 2002.
The govemment-wide financial statements (i.e., the statement of net assets and the
statement of changes in net assets) report information on all of the nonfiduciary activities of
the City. For the most part, the effect of interfund activity has been removed from these
statements. Govemmental activities, which normally are supported by taxes and
intergovernmental revenues, are reported separately from business-type activities, which
rely to a significant extent on fees and charges for support.
The statement of activities demonstrates the degree to which the direct expenses of a given
function or segment are offset by program revenues. Direct expenses are those that are
clearly identifiable with a specific function or segment. Program revenues include 1)
charges to customers or applicants who purchase, use, or directly benefit from goods,
services, or privileges provided by a given function or segment and 2) grants and
contributions that are restricted to meeting the operational or capital requirements of a
particular function or segment. Taxes and other items not properly included among
program revenues are reported instead as general revenues.
Separate financial statements are provided for governmental funds, proprietary funds, and
fiduciary funds, even though the latter are excluded from the government-wide financial
statements. Major individual governmental funds and major individual enterprise funds are
reported as separate columns in the fund financial statements.
C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation
The govemment-wide financial statements are reported using the economic resources
measurement focus and the accrual basis of accounting, as are the proprietary fund and
fiduciary fund financial statements. Revenues are recorded when earned and expenses are
recorded when a liability is incurred, regardless of the timing of related cash flows. Property
taxes are recognized as revenues in the year for which they are levied. Grants and similar
items are recognized as revenue as soon as all eligibility requirements imposed by the
provider have been met.
31
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANC{AL STATEMENTS Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued}:
C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation
(Continued)
Governmental fund financial statements are reported using the current financial resources
measurement focus and the modified accrual basis of accounting. Revenues are
recognized as soon as they are both measurable and available. Revenues are considered
to be available when they are collectible within the current period or soon enough thereafter
to pay liabilities of the current period. For this purpose, the government considers revenues
to be available if they are collected within 60 days of the end of the current fiscal period.
Expenditures generally are recorded when a liability is incurred, as under accrual
accounting. However, debt service expenditures, as well as expenditures related to
compensated absences and claims and judgments, are- recorded only when payment is
due.
Property taxes, franchise taxes, licenses, and interest associated with the current fiscal
period are all considered to be susceptible to accrual and so have been recognized as
revenues of the current fiscal period. Only the portion of special assessments receivable
due within the current fiscal period is considered to be susceptible to accrual as revenue of
the current period. All other revenue items are considered to be measurable and available
only when cash is received by the City.
The government reports the following funds:
Maior Governmental Funds
The General Fund is the government's primary operating fund. It accounts for all
financial resources of the general government, except those required to be
accounted for in another fund.
The Public Service Tax Specaa! Revenue Fund accounts for collections of utility
taxes charged on electric, water and gas services as well as telecommunications
service taxes. Proceeds are used to pay annual debt service and monies not
required to pay debt service are transferred to the general fund.
The Central Winds Capita! Projects Fund was established to account for acquisition
of land for expansion of Central Winds Park.
32
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued):
C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation
(Continued)
Non-Maior Governmental Fund Tvpes
Special Revenue Funds account for specific revenue sources that are restricted by
law or administrative action to expenditures for specific purposes.
Debt Service Funds account for the accumulation of resources for, and the payment
of principal and interest on certain long-term debt.
Capital Projects Funds account for financial resources segregated for the acquisition
or construction of major capital facilities.
Maior Proprietary Fund
The Water and Sewer Utility Fund is used to account for the operations of the City's
water and wastewater systems, which are financed in a manner similar to private
business enterprises, where the costs, including depreciation, of providing services
to the general public on an ongoing basis are financed primarily through user
charges.
Non-Maior Proprietary Fund
The Stormwater Utility Fund accounts for the operation and maintenance of the
City's stormwater system.
Fiduciary Fund
The Pension Trust Fund accounts for contributions to the defined benefit plan.
Private-sector standards of accounting and financial reporting issued prior to December 1,
1989, generally are followed in both the government-wide and proprietary fund financial
statements to the extent that those standards do not conflict with or contradict guidance of
the Governmental Accounting Standards Board. Governments also have the option of
following subsequent private-sector guidance for their business-type activities and
enterprise funds, subject to this same limitation. The government has elected not to follow
subsequent private-sector guidance.
33
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued):
C. Measurement Focus, Basis of Accounting, and Financial Statement Presenfation
(Continued)
As a general rule the effect of interfund activity has been eliminated from the govemment-
wide financial statements. Exceptions to this general rule are other charges between the
City's water and sewer function and various other functions of the government. Elimination
of these charges would distort the direct costs and program revenues reported for the
various functions concerned.
Amounts reported as program revenues include 1) charges to customers or applicants for
goods, services, or privileges provided, 2) operating grants and contributions, and 3) capital
grants and contributions, including special assessments. Internally dedicated resources are
reported as general revenues rather than as program revenues. Likewise, general
revenues include all taxes.
Proprietary funds distinguish operating revenues and expenses from nonoperating items.
Operating revenues and expenses generally result from providing services and producing
and delivering goods in connection with a proprietary fund's principal ongoing operations.
The principal operating revenues of the City's water, sewer and stormwater utility funds are
charges to customers for sales and services. The City also recognizes as operating
revenue the portion of tap fees intended to recover the cost of connecting new customers to
the system. Operating expenses for enterprise funds include the cost of sales and services,
administrative expenses, and depreciation on capital assets. All revenues and expenses
not meeting this definition are reported as nonoperating revenues and expenses.
When both restricted and unrestricted resources are available for use, it is the government's
policy to use restricted resources first, then unrestricted resources as they are needed.
D. Assets, Liabilities, and Net Assets or Equity
1. Deposits and Investments
The government's cash and cash equivalents are considered to be cash on
hand, demand deposits, and short-term investments with original maturities of
three months or less from the date of acquisition.
Investments of the City are reported at fair value. The City's investments consist
of investments authorized per their investment policy adopted in accordance with
Section 218.415, Florida Statutes.
34
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued):
D. Assets, Liabilities, and Net Assets or Equity - (Continued)
2. Receivables and Payables
Activity between funds that are representative of lending/borrowing
arrangements outstanding at the end of the fiscal year are referred to as either
"due to/from other funds" (i.e., the current portion of interfund loans) or
"advances to/from other funds" (i.e., the non-current portion of interfund loans).
All other outstanding balances between funds are reported as "due to/from other
funds." Any residual balances outstanding between the governmental activities
and business-type activities are reported in the government-wide financial
statements as "internal balances".
Advances between funds, as reported in the fund financial statements, are offset
by a fund balance reserve acc ,~~nt in applicable govemmental funds to indicate
that they are not available for appropriation and are not expendable available
financial resources.
All receivables are shown net of an allowance for uncollectibles. The County
bills and collects property taxes and remits them to the City. City property tax
revenues are recognized when levied to the extent that they result in current
receivables.
All property is reassessed according to its fair value on the lien date, or January
1 of each year. Taxes are levied on October 1 of each year. Discounts are
allowed for early payment at the rate of 4% in the month of November, 3% in the
month of December, 2% in the month of January, and 1 % in the month of
February. The taxes paid in March are without discount. All unpaid taxes
become delinquent on April 1 following the year in which they are assessed. On
or around May 31 following the tax year, certificates are sold for all delinquent
taxes on real property.
3. Inventories and Prepaid Items
All inventories are valued at cost using the first-in/first-out (FIFO) method.
Inventories of governmental funds are recorded as expenditures when
consumed rather than when purchased.
Certain payments to vendors reflect costs applicable to future accounting periods
and are recorded as prepaid items in both government-wide and fund financial
statements.
35
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued):
D. Assets, Liabilities, and Net Assets or Equity - (Continued)
4. Restricted assets
Certain proceeds of the City's enterprise fund revenue bonds, as well as certai
resources set aside for their repayment, are classified as restricted assets on th
balance sheet because they are maintained in separate bank accounts and the
use is limited by applicable bond covenants. Assets so designated are identifie
as restricted assets on the balance sheet.
5. Capital assets
Capital assets, which include property, plant, equipment, and infrastructur
assets (e.g., roads, bridges, sidewalks, and similar items), are reported in th
applicable governmental or business-type activities columns in the governmen
wide financial statements. Capital assets are defined by the City, in accordanc
with Chapter 274.02, Florida Statutes, as assets with an initial, individual cost c
$750 or more and an estimated useful life in excess of one year. Such asset.
are recorded at historical cost or estimated historical cost if purchased c
constructed. Donated capital assets are recorded at estimated fair market valu~
at the date of donation.
The costs of normal maintenance and repairs that do not add to the value of th~
asset or materially extend asset lives are not capitalized.
Major outlays for capital assets and improvements are capitalized as projects ar
constructed. Interest incurred during the construction phase of capital assets c
business-type activities is included as part of the capitalized value of the asset:
constructed.
Property, plant, and equipment of the City are depreciated using the straight lint
method over the following estimated useful lives:
Assets Years
Buildings 30
Improvements 20-50
Infrastructure 30-50
Equipment 3-10
36
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 1 -Summary of Significant Accounting Policies (Continued):
D. Assets, Liabilities, and Net Assets or Equity - (Continued)
6. Compensated absences
It is the City's policy to permit employees to accumulate earned but unused
vacation and sick pay benefits. There is no liability for unpaid accumulated sick
leave since the government does not have a policy to pay any amounts when
employees separate from service with the government. All vacation pay is
accrued when incurred in the government-wide and proprietary fund financial
statements. A liability for these amounts is reported in governmental funds only
if they have matured, for example, as a result of employee resignations and
retirements. For governmental activities, compensated absences are generally
liquidated by the General Fund.
7. Long-term obligations
In the government-wide financial statements, and proprietary fund types in the
fund financial statements, long-term debt and other long-term obligations are
reported as liabilities in the applicable governmental activities, business-type
activities, or proprietary fund type statement of net assets. Bond premiums and
discounts, as well as issuance costs, are deferred and amortized over the life of
the bonds using the effective interest method. Bonds payable are reported net
of the applicable bond premium or discount. Bond issuance costs are reported
as deferred charges and amortized over the term of the related debt.
In the fund financial statements, governmental fund types recognize bond
premiums and discounts, as well as bond issuance costs, during the current
period. The face amount of debt issued is reported as other financing sources.
Premiums received on debt issuances are reported as other financing sources
while discounts on debt issuances are reported as other financing uses.
Issuances costs, whether or not withheld from the actual debt proceeds received,
are reported as debt service expenditures.
8. Fund equity
In the fund financial statements, governmental funds report reservations of fund
balance for amounts that are not available for appropriation or are legally
restricted by outside parties for use for a specific purpose. Designations of fund
balance represent tentative management plans that are subject to change.
37
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FlNANCtAL STATEMENTS -Continued
September 30, 2002
Note 2 -Reconciliation of Government-Wide and Fund Financial Statements:
A. Explanation of Certain Differences Befween the Governmental Fund Statement of
Revenues, Expenditures, and Changes in Fund Balances and the Government-Wide
Statement of Activities
The governmental fund statement of revenues, expenditures, and changes in fund
balances includes a reconciliation between net changes in fund balances -total
governmental funds and changes in net assets of governmental activities as reported in
the government-wide statement of activities. One element of that reconciliation explains
that "Governmental funds report capital outlays as expenditures. However, in the
statement of activities the cost of those assets is allocated over their estimated useful lives
and reported as depreciation expense." The details of this $5,712,394 difference are as
follows:
Capital outlay $ 7,552,102
Depreciation expense (1,839,708)
Net adjustment to increase net changes in fund balances -
fota/governmental funds to arrive at changes in net
assets of governmental activities $ 5.712.394
38
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 2 -Reconciliation of Government-Wide and Fund Financial Statements (Continued):
A. Explanation of Certain Differences Between fhe Governmental Fund Statement of
Revenues, Expenditures, and Changes in Fund Balances and the Government-Wide
Statement of Activities (Continued)
Another element of that reconciliation states that "the issuance of long-term debt (e.g.,
bonds, leases) provides current financial resources to governmental funds, while the
repayment of the principal of long-term debt consumes the current financial resources of
governmental funds. Neither transaction, however, has any effect on net assets. Also,
governmental funds report the effect of issuance costs, premiums, discounts, and similar
items when debt is first issued, whereas these amounts are deferred and amortized in the
statement of activities." The details of this $2,680,439 difference are as follows:
Debt issued or incurred:
Issuance of general obligation bonds $ 3,400,000
Less bond issuance costs (84,405)
Less discounts (22,822)
Principal repayment (612,334)
Net adjustment to decrease net changes in fund balances - fofa/
govemmental funds to arrive at changes in nef assets of
govemmental activities ~~' ~)
Another element of that reconciliation states that "Some expenses reported in the
statement of activities do not require the use of current financial resources and therefore
are not reported as expenditures in govemmental funds." The details of this $15,056
difference are as follows:
Compensated absences
Amortization of issuance costs
Amortization of bond discounts
Net adjustment to decrease net changes in fund balances -
total govemmental funds to arrive at changes in net assets of
govemmental activities
$(12,673)
(1,876)
~)
39
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 3 -Stewardship, Compliance, and Accountability:
A. Budgetary Information
Annual budgets are adopted on a basis consistent with generally accepted accounting
principles for all governmental funds. The City did not adopt a budget for the Central
Winds Debt Service Fund for the 2002 fiscal year. All annual appropriations lapse at fiscal
year end. The City follows these procedures set forth below in establishing the budgetary
data reflected in the financial statements.
1. On or before July 1St of each year, the City Manager submits a Proposed Budget to
the City Commission for the fiscal year beginning the following October 151. the
budget includes proposed revenues and expenditures, and a description of capital
activities for the ensuing fiscal year.
2. The City Commission then holds informal workshops. Each item in the budget is
thoroughly discussed, and the public is invited to participate.
3. On or before September 30t" of each year, the public hearings are completed and
the Commission adopts the final budget and establishes the ad valorem tax
millage.
4. The budget may be formally amended by the City Commission at any time.
Budgeted amounts presented in the accompanying financial statements have been
adjusted for legally authorized revisions of the annual budgets during the year.
5. The City Manager is authorized to transfer budgeted amounts between accounts
within a department. At any time during the fiscal year, the City Manager may
transfer part or all of any unencumbered appropriations among programs within
one department. The legal level of budgetary control is the department level.
B. Excess of Expenditures Over Appropriations
For the year ended September 30, 2002, expenditures and transfers out exceeded
appropriations in the following Special Revenue Funds: Street Lighting, Solid Waste,
Electric Franchise Fee, Fire Impact Fee and Medical Transport. Also, expenditures
exceeded appropriations in the 1993 Debt Service Fund, the Oak Forest Debt Service
Fund and the 1997 Construction Capital Projects Fund. These over expenditures were
funded either by greater than anticipated revenues or by available fund balance.
C. Appropriations in Excess of Funds Available
Appropriations for the Public Service Tax Special Revenue Fund, the Electric Franchise
Fee Special Revenue Fund, the Arbor Special Revenue Fund, and the Information System
Capital Project Fund were in excess of anticipated revenue and prior years fund balance.
40
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 4 -Deposits and Investments:
Deposits
At year-end, the carrying amount of the City's deposits was $3,444,368 and the bank
balance was $4,085,031. Petty cash fund of $1,825 are not on deposit with a financial
institution, and fiduciary fund cash of $73,772 held by the pension fund is not in the City's
bank. All bank deposits were covered by Federal Depository Insurance or held in banks
that are members of the State of Florida's Collateral Pool as specified under Florida law.
This limits local government deposits to "qualified public depositories." The State of
Florida Collateral Pool is a multiple financial institution pool with the ability to assess its
members for collateral shortfalls if a member institution fails. For this reason, the City
considers its deposits insured or collateralized.
Investments
The City's investment policy applies to all cash and investments held or controlled by the
City, and does not include the City's Pension Funds and funds related to the issuance of
debt where there are other existing policies or indentures in effect.
The following levels of credit risk apply to the investments of the City:
Catec o~ ry 1
Insured or registered, held by the City or its agent in the City's name.
Category 2
Uninsured or unregistered, held by a counterparty's trust department or agent in the City's
name.
Cateoory 3
Uninsured and unregistered, held by a counterparty or its trust department or agent, but
not in the City's name.
Investments in the State Board of Administration Local Government Investment Pool and
Mutual Funds are not required to be categorized since these investments are in pooled
investment funds and therefore not evidenced by securities that exist in physical or book
entry form. The fair value of the City's position is the same as the value of the pool
shares.
The State of Board of Administration Local Government Investment Pool (SBA) is an
investment pool administered by the State of Florida. Investments held in SBA consist of
U.S. Treasury obligations, short-term federal agency obligations, repurchase agreements
and commercial paper. These short-term investments are included as cash equivalents
and are stated at cost, which approximates fair value.
41
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 4 -Deposits and Investments (Continued):
Investments !Continued)
At year end, the City's investment balances were as follows:
Category
U.S. Agencies
U.S. Treasuries
Federal Home Loan Bonds
1 2 3
$1,729,765 $ - $ -
1,014,380 - -
2.458.876 - -
~~~~ ~- ~-
Investments not subject to categorization:
Fixed income mutual funds
Pension funds investing in common
equity and bond funds
State Board Administration Local
Government Investment Pool
Total investments
Note 5 -Receivables:
Reported
Amount/
Fair Value
$ 1,729,765
1,014,380
2.458.876
5,203,021
2,158,120
5,464,899
13.499.595
Receivables as of year end for the City's individual major funds and nonmajor and fiduciary
funds in the aggregate, including the applicable allowances for uncoltectible accounts, are as
follows:
Public Water and Nonmajor
General Service Sewer Utility And Other
Fund Tax Fund Fund Funds Total
Receivables:
Accounts $58,210 $350,521 $ 940,094 $ 235,836 $1,584,661
Less allowance for
uncollectible accounts - - (128.016) 1( 01,064) 229 080}
In addition to receivables detailed above, there is a mortgage receivable in a nonmajor capital
projects fund that is not considered to be available to liquidate liabilities of the current period.
This mortgage receivable amount of $573,961 is reported as deferred revenue in the
governmental funds balance sheet. There are also special assessment receivables in two
nonmajor debt service funds that are not available to liquidate liabilities of the current period.
These special assessment receivables totaling $2,815,907 are reported as deferred revenue
in the governmental funds balance sheet.
42
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 6 -Capital Assets:
Capital asset activity for the year ended September 30, 2002 was as follows:
Governmental activities:
Capital assets, not being
depreciated:
Land
Construction in progress
Total capital assets, not being
depreciated
Capital assets, being depreciated:
Buildings
Improvements
Machinery and equipment
Infrastructure
Total capital assets, being
depreciated
Less accumulated depreciation for:
Buildings
Improvements
Machinery and equipment
Infrastructure
Total accumulated depreciation
Total capital assets, being
depreciated, net
Govemmental activities capital
assets, net
Beginning
Balance
Restated Increases Decreases
Ending
Balance
$ 5,954,578 $ 3,105,727 $ - $ 9,060,305
- 3,394,081 - 3.394,081
5,954,578 6,499,808 - 12,454,386
5,316,987 - (124,093) 5,192,894
5,590,928 524,092 (4,495) 6,110,525
4,713,313 663,038 (377,749) 4,998,602
37.936,029 - - 37.936.029
53.557.257 1.187.130 5( 06,337) 54.238,050
1,530,626 182,924 - 1,713,550
782,686 199,878 - 982,564
2,741,203 698,182 (182,242) 3,257,143
17,166.114 758,724 - 17,924.838
22,220.629 1,839,708 182 242 23.878.095
31.336.628 (652,578) 3( 24,095) 30.359.955
43
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATE11hENTS -Continued
September 30, 2002
Note 6 -Capital Assets (Continued):
Business-type activities:
Capital assets, not being
depreciated:
Land
Construction in progress
Total capital assets, not being
depreciated
Capital assets, being depreciated:
Buildings
Improvements
Machinery and equipment
Total capital assets, being
depreciated
Less accumulated depreciation for:
Beginning
Balance Ending
Restated Increases Decreases Balance
$ 4,409,062 $ 710,601 $ - $ 5,119,663
396.868 109.816 345 507 161,177
4,805.930 820,417 (345,507) 5,280.840
637,546 71,650 - 709,19E
40,276,596 662,360 (58,464) 40,880,49
1..999,455 757,432 273 005) 2,483.88
42,913,597 1,491,442 33( 1,469) 44,073,57(
Buildings 276,613 20,495 - 297,10
Improvements 11,762,218 1,393,733 (1,519) 13,154,43:
Machinery and equipment 1.375.831 202.417 (88.987) 1.489.26
Total accumulated depreciation 13.414,662 1.616,645 90 506) 14.940.80
Total capital assets, being
depreciated, net 29.498,935 (125.203) 2( 40,963) 29,132,76
Business-type activities capital
assets, net $34,4 865 $ 695.214 (586.4'TO) 34.413.6C
Depreciation expense was charged to functions/programs as follows:
Govemmental activities:
General government $ 165,2
Public safety 482,6
Physical environment 914,7:
Culture and recreation 277,1:
Total depreciation expense -governmental activities 1.839.7
Business-type activities:
Water and sewer $1,371,9
Stormwater 244.6
Total depreciation expense -business-type activities 1.616.6
44
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 7 -Leases:
Capital Leases -The City has entered into a lease agreement as lessee for financing the
acquisition of a medical transport vehicle. The City also financed the acquisition of certain
equipment for its water and sewer utility fund. These lease agreements qualify as capital
leases for accounting purposes and, therefore, have been recorded at the present value of
their future minimum lease payments as of the inception date.
The assets acquired through capital leases are as follows:
Governmental Business-type
Activities Activities
Assets -
Machinery & equipment $134,568 $373,034
Less: accumulated depreciation 8( 5,226) 1( 2,434)
Total ~_4~~ ~~9~Q
The future minimum lease obligations and the net present value of these minimum lease
payments as of September 30, 2002 were as follows:
Governmental Business-type
Activities Activities
Year Ending September 30
2003 $30,056
2004 15,028
2005 -
Total minimum lease payments 45,084
Less: Amount representing interest (1,516)
$4~.
45
$ 89,967
89,967
67.475
247,409
(34,912)
~21T
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 8 -Long-Term Debt:
Revenue Bonds
The City issues bonds where the City pledges revenue derived from the acquired or
constructed assets to pay debt service. Revenue bonds have been issued for both
governmental and business-type activities. The original amount of amounts of revenue bonds
issued in prior years is described below. The Special Assessment Revenue Bonds issued in
2001 are payable from and secured by a first (ien and pledge of assessments levied on
property within the assessed area as well as the first $160,000 of half-cent sales tax received
by the City each year. During the year ended September 30, 2002, $13,980,000 of refunding
revenue bonds were issued to currently refund all of the City's outstanding Water and Sewer
Revenue Bonds, Series 1992. Revenue bonds outstanding at year end are as follows:
Interest Balance
Rates and Original September
Dates Maturi Amount 30.2002
Governmental Activities
Improvement Refunding 3.90 - 5.5% 10/1/99 -
Revenue Bonds -Series 1993 (4/1 & 10/1) 10/1/18 ~~,~ $ 8,455,000
Subordinate Improvement 4.89% 10/1/99 -
Revenue Bonds -Series 1997 (4/1 & 10/1) 10/1!02 $ 575.000 125,000
Improvement Refunding 3.25 -5.25% 10/1/10 -
Revenue Bonds -Series 1999 (4/1 8~ 10/1) 10/1/29 X7.998.970 7,413,970
Special Assessment 3.4 -5.25% .10/1/02 -
Revenue Bonds -Series 2001 (4/1 8~ 10/1) 10/1/29 ~2.~~ 2.265,000
Total $18 258 970
Business-Tvoe Activities
Water and Sewer Refunding 4.5 - 5.5% 10/1/02 -
Revenue Bonds -Series 2000 (4/1 & 10/1) 10/1/30 6.969.191 $ 6,969,191
Water and Sewer Refunding 4.0 - 5.0% 10/1/02 -
Revenue Bonds -Series 2001 (4/1 8~ 10/1) 10/1 /30 ~~~?~,QQ. 6,065,000
Water and Sewer Refunding 3.0 - 5.25% 10/1/03 -
Revenue Bonds -Series 2002 (4/1 8~ 10/1) 10/1/20 $13.980.000 13.980.00(
Total $27.014.19
46
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 8 -Long-Term Debt (Continued):
Revenue Bonds (Continued)
Annual debt service requirements to maturity for revenue bonds are as follows:
Year Ending Govemmental Activities Business-Tv pe Activities
September 30, Principal Interest Principal Interest
2003 $ 455,000 $ 731,622 $ 230,000 $ 446,832
2004 490,000 707,954 790,000 1,047,998
2005 515,000 685,499 815,000 1,020,472
2006 545, 000 661,276 850, 000 991, 586
2007 580,000 635,010 880,000 960,222
2008-2012 3,540,000 2,725,477 4,965,000 4,245,181
2013-2017 4,945,000 1,613,480 6,185,000 3,028,794
2018-2022 3,893,442 .996,454 7,027,498 2,261,164
2023-2027 2,133,569 5,059,145 2,313,074 7,577,550
2028-2031 1.161,959 2.110.920 2.958,619 4.953.881
General Obligation Bonds
During 2002, the City issued limited general obligation bonds for the acquisition of property
to expand Central Winds Park. These bonds are payable from and secured by a pledge
of the faith, credit and taxing power of the City, provided that the levy of ad valorem taxes
by the City in each year for the payment of debt service on the Series 2002 Bonds shall
not exceed one quarter (1/4) of one mil on all of the taxable properly in the City. General
obligation bonds currently outstanding are as follows:
Interest
Rates and
Dates Maturi
Govemmental Activities
Limited General 2.0 - 5.375% 7/1 /03 -
Obligation Bonds -Series 2002 (1/1 & 10/1) 7/1/31
Balance
Original September
Amount 30.2002
47
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 8 -Long-Term Debt (Continued):
General Obligation Bonds (Continued)
Annual debt service requirements to maturity for the general obligation bonds are as
follows:
Year Ending Governmental Activities
September 30, Pnncigal Interest
2003 $ 65,000 $ 160,330
2004 65,000 159,030
2005 65,000 157,438
2006 65,000 155,552
2007 70,000 153,472
2008-2012 385,000 726,678
2013-2017 475,000 629,812
2018-2022 625,000 492,500
2023-2027 795,000 320,480
2028-2031 790.000
~~~ QQ QQ 100.750
$~
Notes Payable
In June 2000, the City issued capital improvement notes to finance the acquisition of a
data processing system, a medical transport vehicle and the construction of the Oak
Forest subdivision wall. Notes payable outstanding at year end are as follows:
Capital Improvement Revenue Note, Series 2000A -payable in five
annual principal and interest payments of $204,742 through June 2005.
Interest is at 4.67%. $ 561,030
Capital Improvement Revenue Note, Series 2000B -payable interest
only at 4.67% through June 2004 and balloon principal payment with
interest due June 2005. 590.907
48
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 8 -Long-Term Debt (Continued):
Notes Pa able (Continued)
Annual debt service requirements to maturity for notes payable are as follows:
Year Ending Governmental Activities
September 30. Principal Interest
2003 $ 178,542 $ 59,976
2004 186,880 51,638
2005 786.515 42.911
Obligation Under Utility Agreement
In connection with the City's acquisition of the assets of Seminole Utility Company during
fiscal year ended September 30, 1990, the City entered into an agreement with the seller
whereby the City is obligated to pay the seller for future connections to the east utility
plant, up to a maximum of $4,967,020 over a period of 15 years. The City has paid
$2,220,574 for these connections through September 30, 2002.
At September 30, 2002, outstanding balances were as follows:
Estimated accrual for remainder of obligation $180,000
Less current portion 2-1-200)
Long-term portion at September 30, 2002 ~ !~
Current Refunding
The City issued $13,980,000 of the Water and Sewer Refunding Revenue Bonds, Series
2002 for a current refunding of $13,895,000 Water and Sewer Refunding Revenue Bonds,
Series 1992. The refunding was undertaken to reduce total future debt service payments.
The reacquisition price exceeded the net carrying amount of the old debt by $606,082.
This amount is being netted against the new debt and amortized over the new debt's life.
The transaction also resulted in an economic gain of $1,003,202 and a reduction of
$2,236,410 in future debt service payments.
49
CITY Gi= WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 8 -Long-Term Debt (Continued):
Changes in Lona-Term Liabilities
Long-term liability activity for the year ended September 30, 2002 was as follows:
Beginning Ending
Balance Additions Reductions Balance
Governmental activities:
Bonds payable -
Revenue bonds
Limited general
obligation bonds
Less: issuance
discounts
Notes payable -
Capital improvement
notes
Capital lease
Compensated absences
Govemmental activity
long-term liabilities
Business-type activities:
Bonds payable -
Revenue bonds
Less deferred
amounts:
For issuance
discount
On refunding
Total bonds
payable
Obligation under utility
agreement
Capital lease
Compensated absences
Business-type activity
long-term liabilities
$18,643,970 $ -
- 3,400,000
- (22,822)
1,351,859 -
70,980 -
306.069 12.673
$20 372.878 $ 3.389.851
$26,929,191 $13,980,000
(163,965) 13,169
(555.383) (606.082)
26,209,843 13,387,087
218,000 -
- 275,935
140.442
$26.568285 4.467
$13.667.489
$ (385,000) $18,258,970
- 3,400,000
507 (22,315)
(199,922) 1,151,937
(27,412) 43,568
318.742
~ (611.827) $23.150.902
$(13,895,000) $27,014,191
119,041 (31,755)
58.557 (1,102.908)
(13,717,402) 25,879,528
(38,000) 180,000
(63,438) 212,497
(40,405) 104.504
$(13.859.245) $26.376.529
Due
Within
One Yep
$455,0(
65,Oi
178,5-
28,5E
32.0(
$_7_ (
$230,0(
230,0(
22,0E
70,3E
10.0(
50
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 9 - Interfund Receivables, Payables and Transfers:
The balance of $350,521 due to the General Fund from the Public Service Tax Special
Revenue Fund resulted from revenue earned by the Special Revenue Fund but not remitted to
the General Fund at September 30, 2002.
Interfund transfers for the year ended September 30, 2002 consisted of the following:
Transfer Out:
General Fund
Public Service Tax
Special Revenue Fund
Central Winds Capital
Projects Fund
Nonmajor Governmental
Water and Sewer Utility Fund
Nonmajor Business-Type
Transfer In
General Nonmajor Water
Fund Governmental and Sewer Total
$ - $ 86,700 $ - $ 86,700
2,866,439 553,165 - 3,419,604
- 78,900 - 78,900
884,966 714,622 - 1,599,588
1,044,385 86,700 - 1,131,085
20.500 - 5.700 26.200
Total ;~4 ;~Q Q 1 520 087 ~5~QQ 6.342.077
Transfers are used to (1) move revenues from the fund that statute or budget requires to
collect them to the fund that statute or budget requires to expend them and (2) move
receipts restricted to debt service from the funds as debt service payments become due.
Note 10 -Defined Benefit Pension Plan:
Plan Descriation
The City maintains asingle-employer defined benefit pension plan that provides retirement
benefits to all City employees. The pension plan is maintained as a Pension Trust Fund
and is included with the fund financial statements. This pension plan does not issue
stand-alone financial report.
The Board of Trustees of the plan are appointed by the City Commission to establish and
amend all plan provisions.
51
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 10 -Defined Benefit Pension Plan (Continued):
Summary of Significant Accounting Principles
The Plan's financial statements are prepared using the accrual basis of accounting. Plan
member contributions are recognized in the period in which the contributions are due. The
City's contributions are recognized when due and formal commitment to provide the
contributions has been made. Benefits and refunds are recognized when due and
payable in accordance with the terms of the Plan. All Plan investments are reported at fair
value. Securities traded on a national exchange are valued at the last reported sales pace
on the government's balance sheet date. Securities without an established market are
reported at estimated fair value.
Funding Policy
The contribution requirements of plan members and the City are established and may be
amended by the Board of Trustees of the Plan. Plan members are required to contribute
3% of their salary to the Plan, which amounted to $238,202 for the year ended September
30, 2002. The City is required to contribute at an actuarially determined rate; the current
rate is 12.6% of covered payroll. The City's contribution for the year ended September 30,
2002 was $604,058.
Membership in the Defined Benefit Plan consisted of the following at October 1, 2001:
Retirees and beneficiaries receiving benefits 11
Terminated plan members entitled to but not
receiving benefits 11
Active plan members:
Vested 187
Non-vested 63
2Z2
Annual Pension Cost and Net Pension Obligation -The City has contributed the
Annual Required Contribution (ARC) since inception of the plan on October 1, 1997, and
thus has not had or had need to report, a Net Pension Obligation (NPO).
52
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 10 -Defined Benefit Pension Plan (Continued):
Annual Pension Cost and Net Pension Obligation (Continued)
Required supplementary information is as follows:
Schedule of Contributions from the Emoloyer
Fiscal year Annual Required Percentage of
ended Contribution (ARC) ARC Contribution
9130/02 $605,058 100%
9!30!01 556,318 100%
9/30/00 254,646 100%
9/30/99 298,000 100%
9/30/98 349,289 100%
Schedule of Funding Progress
Actuarial UAAL as
Actuarial Accrued Unfunded a % of
Actuarial Value of (AAL) AAL Funded Covered Covered
Valuation Assets Entry Age (UAAL) Ratio Payroll Payroll
Date (a) (b) b-a ~ (c) b-a /c
10/1/98 $ 366,840 $1,765,450 $1,398,610 26.2% $4,840,362 28.9%
10/1/99 745,460 2,120,844 1,375,384 35.1 5,143,401 26.7
10/1/00 4,933,945 7,701,059 2,767,114 64.1 5,324,680 52.0
10/1/01 5,829,453 8,402,821 2,573,368 69.4 6,569,263 39.2
Notes to Required Supplementary Information -The information presented in the required
supplementary schedules was determined as part of the actuarial valuation at the date
indicated. Additional information as of the latest (October 1, 2001) actuarial valuation follows:
Assumptions:
Investment Earnings
Salary Increases -
Inflation
Postretirement Benefit Increases
Mortality Table
Actuarial Valuation:
Frequency
Cost Method
Amortization Method
Amortization Period
Asset Valuation Method
9%
3%
0%
1983 Group Annuity Mortality Table
Annual
Frozen Entry Age
Level Percentage of Projected
Payroll
40 Years Open
Market Value
53
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 11 -Deferred Compensation Plan:
All employees of the City may voluntarily elect to participate in one of two available deferred
compensation plans created in accordance with Internal Revenue Code Section 457. The
plans are administered by Public Employees Benefits Service Corporation (PEBSCO) and
ICMA Retirement Corporation. The plans permit participants to defer a portion of their
salary until future years. The deferred compensation is not available to employees until
termination, retirement, death, or unforeseeable emergency.
Because the Plan Assets are held in trust for the exclusive benefit of plan participants and
their beneficiaries, the Plan is not accounted for in the City's fund financials.
Note 12 -Risk Management:
The City is exposed to various risks of loss related to torts; theft of, damage to and destruction
of assets; errors and omissions; job-related illnesses or injuries to employees; and natural
disasters. Risk of loss from above is transferred by the City to various commercial insurers
through the purchase of insurance. There has been no significant reduction in insurance
coverage from the previous year. There have been no settlements in excess of insurance
coverage in any of the prior three fiscal years.
Note 13 -Contingent Liabilities:
Amounts received or receivable from grant agencies are subject to audit and adjustment by
grantor agencies, principally the federal government and the State of Florida. Any disallowed
claims, including amounts already collected, may constitute a liability of the applicable funds.
The amount, if any, of expenditures that may be disallowed by the grantor cannot be
determined at this time, although the City expects such amounts, if any, to be immaterial.
The City is a defendant in various lawsuits. Although the outcome of these lawsuits is not
presently determinable, in the opinion of the City's counsel the resolution of these matters will
not have a material adverse effect on the financial condition of the City. However, there is onE
lawsuit regarding interim service fees collected by the City in prior years which is not coverer
by the City's insurance carrier. The City may have to refund interim services fees collected it
the amount of $160,000. A liability for this potential refund was not recorded since it is no
known if the City will be required by the courts to refund amounts collected.
Note 14 -Commitments:
At September 30, 2002, the City had entered into construction contracts in the amount o
$1,612,506.
54
CITY OF WINTER SPRINGS, FLORIDA
NOTES TO FINANCIAL STATEMENTS -Continued
September 30, 2002
Note 15 -Prior Period Adjustments:
The City recorded the following prior period adjustments:
Governmental Funds
The mortgage receivable recorded in the 1999 Construction Capital Projects Fund was
recorded as revenue in a prior year in error. Since the receivable amount did not meet the
"available" criteria, it should have been recorded as deferred revenue. The fund balance
at October 1, 2001 for this capital project was decreased by $573,961 to correct this error.
This correction has no effect on revenue or expenditures for the year ending September
30, 2002.
Enterprise Funds
During 2002, the City set up their capital assets using a new software system. During this
conversion, it was discovered that there were errors in the computation of depreciation in
prior years. In addition, there was an error made in 2001 in the recording of the deferred
loss on refunding of debt. The net assets of the Water and Sewer Utility were increased
by $1,122,662 at October 1, 2001 to correct these errors. This correction has no effect on
revenue or expenses for the year ending September 30, 2002.
55
[THIS PAGE INTENTIONALLY LEFT BLANK]
APPENDIX D
Specimen Financial Guaranty Insurance Policy
[THIS PAGE INTENTIONALLY LEFT BLANK]
ti»bac
Financial Guaranty Insurance Policy
Obligor:
Obligations:
Ambac Assurance Corporation
One State Street Plaza, 15th Floor
New York, New York 10004
Telephone: (212) 668-0340
Policy Number:
Premium:
Ambac Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in consideration of the pa ent of the
premium and subject to the terms of this Policy, hereby agrees to pay to The Bank of New York, as trustee, or its u essor (the
"Insurance Trustee"), for the benefit of the Holders, that portion of the principal of and interest on the above-describe o igations
(the "Obligations") which shall become Due for Payment but shall be unpaid by reason of Nonpayment b e Obligo
Ambac will make such payments to the Insurance Trustee within one (1) business day following wri en ti ' do A c of
Nonpayment. Upon a Holder's presentation and surrender to the Insurance Trustee of such unpai gatio s re d c p s,
uncanceled and in bearer form and free of any adverse claim, the Insurance Trustee will di ur to the H d the a t f
principal and interest which is then Due for Payment but is unpaid. Upon such disburse mbac 11 be the owner of
the surrendered Obligations and/or coupons and shall be fully subrogated to all of th~,Ho er rich t avmen t reon.
In cases where the Obligations are issued in registered form, "ie Insurance Trustee 1 isb se ncipal to of er only upon
presentation and surrender to the Insurance Trustee of the u~ ,aid Obligation, unca a and e of any v e claim, together
with an instrument of assignment, in form satisfactory to At~ibac and t nsurance e dul c y the Holder or such
Holder's duly authorized representative, so as to permit ownership of s h anon b e ister d i e name of Ambac or its
nominee. The Insurance Trustee shall disburse interest to er o a r red bli t n o y upon presentation to the
Insurance Trustee of proof that the claimant is the person entitle to he p n st o e Obligation and delivery to the
Insurance Trustee of an instrument of assignment, in form satisfac r to A b a t nsurance Trustee, duly executed by the
Holder or such Holder's duly authorized representat' ran rrin t Am c 11 ri under such Obligation to receive the
interest in respect of which the insurance disburs t was ade. c sh 1 subrogated to all of the Holders' rights to
payment on registered Obligations to the extent o a y insurance disbu nts made.
In the event that a trustee or paying a t for t e Obligations a noti that any payment of principal of or interest on an
Obligation which has become Due fo ent an ich is mad t a Holder by or on behalf of the Obligor has been deemed a
preferential transfer and theretofo r vered fr m t lder s nt to the United States Bankruptcy Code in accordance with
a final, nonappealable order of a c u of com to Puri 'coon, Holder will be entitled to payment from Ambac to the extent
of such recovery if sufficie nds re of rwise availab e.
As used herein, the e " m n any pers o er than (i) the Obligor or (ii) any person whose obligations constitute the
underlying secur' ource o p yme t gations who, at the time of Nonpayment, is the owner of an Obligation or of
a coupon relating Obli ti n. As se ein, "Due for Payment", when referring to the principal of Obligations, is when
the sche atu 't e mandator demption date for the application of a required sinking fund installment has been
reach not fer any earlier date on which payment is due by reason of call for redemption (other than by application
of r q red sinking fu stallments), acceleration or other advancement of maturity; and, when referring to interest on the
Obl g bons e he h uled date for payment of interest has been reached. As used herein, "Nonpayment" means the failure
oft i o ue pro d sufficient funds to the trustee or paying agent for payment in full of all principal of and interest
on the igations h ch are Due for Payment.
This Pol' y ' c celable. The premium on this Policy is not refundable for any reason, including payment of the Obligations
prior tom This Policy does not insure against loss of any prepayment or other acceleration payment which at any time
may become due in respect of any Obligation, other than at the sole option of Ambac, nor against any risk other than Nonpayment.
In witness whereof, Ambac has caused this Policy to be affixed with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal and signatures and binding upon Ambac by virtue of the
countersignature of its duly authorized representative.
~"" 1
President
~~~
Secretary
Effective Date:
THE BANK OF NEW YORK acknowledges that it has agreed
to perform the duties of Insurance Trustee under this Policy.
Form No.: 2B-0012 (1/Ol) D-1
Authorized Representative
Authorized Officer of Insurance Trustee
A/»bAC
Endorsement
Policy for:
The insurance provided by this Policy is not
be sif
upon
Ambac Assurance Corporation
One State Street Plaza, 15th Floor
New York, New York 10004
Telephone: (212) 668-0340
Attached to and forming part of Policy No.:
Effective Date of
Association.
rain shall be held'to vary, alter, waive or extend any of the terms, conditions, provisions, agreements
the bo a mentioned Policy other than as above stated.
h ,Ambac has caused this Endorsement to be affixed with a facsimile of its corporate seal and to
authorized officers in facsimile to become effective as its original seal and signatures and binding
virtue of the countersignature of its duty authorized representative.
Ambac Assurance Corporation
IPM
~ s6 ...+»... O0~
f~j ~ S==~I r
s ~~ ~ /
• _ /
S t1 ~
~ '~., f ~
President
Secretary
Authorized Representative
Form No.: 2B-0004 (7/9~ D_2
APPENDIX E
Form of Opinion of Bond Counsel
[THIS PAGE INTENTIONALLY LEFT' BLANK]
Senterfitt
ATFt7RNEYS A~" LAV`J
Boca Raton Citrus Center, 17th Floor
Fort Lauderdale 255 South Orange Avenue
Jacksonville Orlando, Florida 32801-3483
Miami
Post Office Box 231 mail
Orlando
Orlando, Florida 32802-0231
Tallahassee
Tampa www.akerman.com
West Palm Beach
407 843 7860 tel 407 843 6610 fax
Upon delivery of the Series 20043 Bonds in definitive form,
Akerman Senterfitt, Bond Counsel, proposes to render its
opinion with respect to such Series 2003 Bonds in substantially
the following form:
[DATE]
City Commission
City of Winter Springs, FL
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 2003
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the City of Winter
Springs, Florida (the "Issuer") of its $ Improvement Refunding Revenue Bonds,
Series 2003 (the "Series 2003 Bonds"), pursuant to the Constitution and laws of the State of
Florida, including particularly Chapter 166, Part II, Florida Statutes, the City Charter and other
applicable provisions of law (collectively the "Act"), and Resolution No. 615 of the Issuer, as
amended and supplemented and particularly as amended and supplemented by Issuer Resolution
2003-28, as supplemented (collectively the "Resolution"). Any capitalized undefined terms used
herein shall have the same meaning as such term has under the Resolution.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the Resolution and in the certified proceedings and other certifications of
public officials furnished to us, without undertaking to verify the same by independent
investigation.
Reference is made to the opinion of even date herewith of Anthony A. Garganese, Esq. of
Brown, Salzman Weiss & Garganese, P.A., Counsel to the Issuer, on which we have solely
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City of Winter Springs, Florida
[Date]
Page 2 of 4
relied, as to the due creation and valid existence of the Issuer, the due adoption of the Resolution,
the due execution and delivery of the Series 2003 Bonds and the compliance by the Issuer with
all conditions precedent to the issuance of the Series 2003 Bonds contained in the City Charter
and resolutions and ordinances of the Issuer.
In addition to the foregoing, we have examined and relied upon such other agreements,
certificates, documents, representations and opinions submitted to us, including certifications and
representations of public officials and other officers and representatives of the various parties
participating in this transaction, as we have deemed relevant and necessary in connection with
the opinions expressed below. We have not undertaken an independent audit, examination,
investigation or inspection of the matters described or contained in such agreements, certificates,
documents, representations and opinions submitted to us and have relied solely on the facts,
estimates and circumstances described and set forth therein.
In our examination of the foregoing, we have assumed the genuineness of the signatures
on all documents and instruments, the authenticity of documents submitted as originals and the
conformity to originals of documents submitted as copies and the legal capacity of all natural
persons.
The scope of our engagement in relation to the issuance of the Series 2003 Bonds has
been limited solely to the examination of facts and law incident to rendering the opinions
expressed herein.
This opinion should not be construed as offering material or an offering circular,
prospectus or official statement and is not intended in any way to be a disclosure statement used
in connection with the sale or delivery of the Series 2003 Bonds. Furthermore, we are not
passing on the accuracy or sufficiency of any CUSIP numbers appearing on the Series 2003
Bonds. In addition, we have not been engaged to and, therefore, do not express any opinion as to
the compliance by the Issuer with any federal or state statute, regulation or ruling with respect to
the sale and distribution of the Series 2003 Bonds.
Neither the Series 2003 Bonds nor the interest and premium, if any, payable thereon shall
constitute a general obligation or general indebtedness of the Issuer within the meaning of the
Constitution and laws of Florida. The Series 2003 Bonds are payable solely from the Excise
Taxes as provided in the Resolution. The lien of the Series 2003 Bonds on the Excise Taxes is
on a parity with the lien thereon of the City's Outstanding Parity Obligations. No owner of the
Series 2003 Bonds or any other person shall ever have the right, directly or indirectly, to require
or compel the exercise of any ad valorem taxing power of the Issuer or any other public authority
or governmental body to pay any other amounts required to be paid pursuant to the Resolution or
the Series 2003 Bonds.
The opinions set forth below are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the federal income tax laws of the United States of America.
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City of Winter Springs, Florida
[Date]
Page 3 of 4
Based upon the foregoing, we are of the opinion that:
1. The Issuer has been duly created and validly exists as a municipal corporation of
the State of Florida.
2. The Resolution has been duly adopted by the Issuer and constitutes a valid and
binding obligation of the Issuer and is enforceable in accordance with its terms.
3. The Series 2003 Bonds have been duly authorized, executed and delivered by the
Issuer and are valid and binding obligations of the Issuer, payable solely from the sources
provided therefor in the Resolution.
4. The interest on the Series 2003 Bonds is excludable from gross income for federal
income tax purposes and is not treated as an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, it should be noted
that for the purpose of computing the alternative minimum tax imposed on corporations (as
defined for federal income tax purposes), such interest is taken into account in determining
adjusted current earnings. The opinions set forth in the immediately preceding sentence are
subject to the condition that the Issuer comply with all requirements of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder (the "Code"), that must be met or
satisfied in order that interest thereon be, or continue to be, excludable from gross income for
federal income tax purposes. The Issuer has covenanted to comply with each such requirement.
Failure of the Issuer to comply with any of such requirements may cause the inclusion of interest
on the Series 2003 Bonds in gross income for federal income tax purposes retroactive to the date
of issuance of the Series 2003 Bonds. Other provisions of the Code may give rise to adverse
federal income tax consequences to particular holders of the Series 2003 Bonds. The scope of
this opinion is limited to the matters addressed above and we express no opinion regarding other
federal tax consequences arising with respect to the Series 2003 Bonds.
5. The Series 2003 Bonds and the interest thereon are exempt from all present
intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes.
In rendering the opinions set forth above, we are relying upon the mathematical accuracy
of certain computations included in schedules provided by the underwriters of the Series 2003
Bonds relating to computations of projected receipts of principal and interest on the obligations
of the United States of America deposited in the Escrow Account and the adequacy of such
projected receipts to, together with the uninvested cash to pay the principal of, and interest on the
Prior Bonds.
It is to be understood that the rights of the owners of Series 2003 Bonds and the
enforceability of the Series 2003 Bonds and the Resolution may be subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and
laws and equitable principles that may affect remedies or injunctive or other equitable relief, and
to the exercise of judicial discretion in appropriate cases.
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City of Winter Springs, Florida
[Date]
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Our opinions expressed herein are predicated upon present law, (and interpretations
thereof) facts and circumstances, and we assume no affirmative obligation to update the opinions
expressed herein if such laws (and interpretations thereof), facts or circumstances change after
the date hereof.
Very truly yours,
AKERMAN SENTERFITT
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APPENDIX F
Form of Continuing Disclosure Certificate
[THIS PAGE INTENTIONALLY LEFT BLANK]
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and
delivered by THE CITY OF WINTER SPRINGS, FLORIDA (the "City" or the "Issuer"), in
connection with the issuance of its $ Improvement Refunding Revenue Bonds,
Series 2003 (the "Bonds").
WITNESSETH:
WHEREAS, the Bonds are being issued pursuant to Resolution No. 615 as amended and
supplemented (collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the
City; and
WHEREAS, the City now desires to enter into this Certificate with respect to the
Disclosure Rule;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City agree as follows:
1. Recitals; Definitions. The foregoing recitals are true and correct and incorporated
herein by this reference. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Resolution.
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to,
and as described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Bonds for federal income tax
purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which
the New York Stock Exchange is closed.
"Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities
and Exchange Commission under the authority of the Securities Exchange Act of 1934,
as the same may be amended or officially interpreted by the Securities and Exchange
Commission from time to time.
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"Dissemination Agent" shall mean the City or any successor Dissemination Agent
designated in writing by the City and which has filed with the City written acceptance of
such designation.
"Fiscal Year" shall mean the period commencing on October 1 and ending on
September 30 of the next succeeding year, or such other period of time provided by
applicable law.
"Listed Events" shall mean any of the events listed in Section 5(a) hereof.
"National Repository" shall mean any Nationally Recognized Municipal
Securities Information Repository for purposes of the Disclosure Rule. Currently, the
following are National Repositories:
Bloomberg Municipal Repository
101 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
Email: Munis@Bloomberg.com
Standard & Poor's J.J. Kenny Repository
55 Water Street 45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Email: nrmsir_repository@sandp.com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390
(Secondary Market Information)
Fax: (212) 771-7391
(Primary Market Information)
Email: NRMSIR@FTID.com
DPC Data, Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
Email: nrmsir@dpcdata.com
A list of the names and addresses of all designated NRMSIRs as of any date may
currently. be obtained by calling the Securities and Exchange Commission (SEC) Fax on
Demand Service at (202) 942-8088 and requesting document number 0206.
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s),
other than the bond insurer for the Bonds (the "Bond Insurer"), who either generally or
through an enterprise fund or account of such persons are committed by contract or other
arrangement to support payment of all or a part of the obligations on such Bonds, which
person is the City.
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"Participating Underwriter" shall mean the original underwriters of the Bonds that
are required to comply with the Disclosure Rule in connection with the offering of such
Bonds.
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity
designated by the State of Florida as a state repository for the purpose of the Disclosure
Rule and recognized as such by the Securities and Exchange Commission. As of this
date, no such designation has been made by the State of Florida.
3. Provision of Annual Reports.
(a) Not later than March 31 of each year commencing March 31, 2004, the
City shall provide an Annual Report consistent with the requirements of Section 4 below to each
Repository and to the Bond Insurer. The Annual Report may be submitted as a single document
or as separate documents comprising a package; provided that the City's annual audited financial
statements (the "Audit") may be submitted separately from the balance of the Annual Report and
later than the date required above for the filing of the Annual Report if they are not available by
that date provided in such event unaudited financial statements shall be delivered in a format
similar to the audited financial statements contained in the final Official Statement dated
2003 (the "Official Statement"), and the audited financial statements shall be
filed in the same manner as the Annual Report when they become available. If the City's Fiscal
Year changes, the City shall give notice of such change in the same manner as for a Listed Event
under Section 5.
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a)
above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the
Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to (i) each National Repository or the
Municipal Securities Rulemaking Board, and (ii) the State Repository in substantially the form
attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the
Annual Report the name and address of each National Repository and the State
Repository, if any; and
(ii) if the Dissemination Agent is other than the Issuer, file a
report with the Issuer certifying that the Annual Report has been provided
pursuant to this Disclosure Certificate, stating the date it was provided and listing
all the Repositories to which it was provided.
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4. Contents of Annual Re o~rt. The Annual Report shall contain or incorporate by
reference the following:
(a) The Audit for the immediately preceding Fiscal Year, prepared in
accordance with generally accepted accounting principles applicable to operations of the City, as
same may be modified from time to time by Florida statutory requirements and the governmental
accounting standards promulgated by the Government Accounting Standards Board.
(b) an update of the financial information and operating data for the most
recent fiscal year contained in the Official Statement under the following caption or sub-caption:
HISTORICAL PUBLIC SERVICE TAX
RECEIPTS AND FRANCHISE FEES REVENUES AND
COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE
ON THE SERIES 2003 BONDS AND THE PARITY BONDS
HISTORICAL PUBLIC SERVICE TAX
The information provided under Section 4(b) may be included by specific reference to
other documents, including official statements of debt issues of the Issuer or related public
entities, which have been submitted to each of the Repositories or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify
each such other document so included by reference.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section S, the City shall give, or cause to
be given, notice of the occurrence of any of the following Listed Events with respect to the
Bonds, if material:
(i) Delinquency in payment when due of principal or interest
on the Bonds;
(ii) Non-payment related defaults;
(iii) Amendment to the Resolution modifying the rights of the
Holders of the Bonds;
Bonds;
(iv) Optional, contingent or unscheduled prepayment of the
(v) Defeasance of the Bonds or any portion thereof;
(vi) Any change in any rating of the Bonds;
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(vii) Adverse tax opinions or events adversely affecting the tax-
exempt status of the interest on the Bonds;
(viii) Any unscheduled draw on the reserve account for the
Bonds reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by
the Bond Issuer reflecting financial difficulties;
(x) Any substitution of the Bond Insurer or any failure of the
Bond Insurer to perform on its insurance policy; and
(xi) The release, substitution, or sale of any property securing
repayment of the Bonds or any portion thereof.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event,
the City shall, as soon as possible, determine if such event would be material under applicable
federal securities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii),
(viii), (ix) or (x) shall always be deemed to be material.
(c) If the City has determined that knowledge of the occurrence of a Listed
Event would be material under applicable federal securities laws, the City shall promptly report
the occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under
applicable federal securities laws, the City shall file a notice of such occurrence with the
Municipal Securities Rulemaking Board or each National Repository and the State Repository,
and send a copy thereof to the Bond Insurer. Each such notice shall be captioned "Material
Event Notice" and shall prominently state the date, title and CUSIP numbers of the Bonds to
which it relates.
6. Termination of Reporting, Obli atg ions. The obligations of the City hereunder
shall terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding
Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule
by legislative, judicial or administrative action. If such termination occurs prior to the final
maturity of the Bonds, the City shall give notice of such termination in the same manner as for a
Listed Event under Section 5(d).
7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent other than itself to assist it in carrying out its obligations hereunder and
may discharge any such Dissemination Agent with or without appointing a successor
Dissemination Agent.
8. Obligated Persons. The Obligated Person with respect to the Bonds shall be the
City.
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9. Default. In the event of a failure of the City or the Dissemination Agent to
comply with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding
Bonds may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the City or the Dissemination Agent, as the case
may be, to comply with its obligations under this Certificate. Notwithstanding any other
provision of the Resolution to the contrary, failure of the City or the Dissemination Agent to
comply with the requirements of this Certificate shall not be considered an event of default under
the Resolution, and the sole remedy under this Certificate in the event of any failure of the City
or Dissemination Agent to comply with the provisions of this Certificate shall be an action to
compel performance.
10. Amendment; Waiver. Notwithstanding any other provision hereof, the City and
the Dissemination Agent may amend the provisions of this Certificate without consent of the
Holders or Beneficial Owners of Bonds and any provision of this Certificate may be waived
provided the undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Disclosure
Rule at the time of the original issuance of the Bonds, after taking into account any amendments
or interpretations of the Disclosure Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or, in the case
of a change of accounting principles, on the presentation) of financial information or operating
data being presented by the City. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements: (i) notice of such change shall be
given in the same manner as for a Listed Event under Section 5(d); and (ii) the Annual Report for
the year in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
11. Additional Information. Nothing herein shall be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this
Certificate or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by
this Certificate. If the City chooses to include any information in an Annual Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Certificate,
the City shall have no obligation to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
12. Purpose of this Certificate. This Certificate constitutes the written undertaking for
the benefit of the Holders and Beneficial Owners of the Bonds required by Section (b)(5)(i) of
the Disclosure Rule.
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13. Beneficiaries. The covenants contained herein shall inure solely to the benefit of
the City, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial
Owners from time to time of the Bonds and shall create no .rights in any other person or entity.
14. GoverningLLaw. This Certificate shall be governed by the laws of the State of
Florida and Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
day of July, 2003.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
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EXHIBIT "A"
NOTICE OF FAILURE TO FII.E ANNUAL REPORT
Name of Issuer: City of Winter Springs, Florida
Name of Bond Issue: Improvement Refunding Revenue Bonds, Series 2003
(the "Bonds")
Date of Issuance: July , 2003
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to
the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate.
The City anticipates that the Annual Report will be filed by
CITY OF WINTER SPRINGS, FLORIDA
By:
Name:
Title:
Dated:
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