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HomeMy WebLinkAboutGardnyr Michael Capital Bond Purchase Contract -2002 02 12 CITY OF WINTER SPRINGS, FLORIDA Lll\1ITED GENERAL OBLIGATION SERIES 2002 BOND PURCHASE CONTRACT February 12,2002 Honorable Mayor and City Commission CITY OF WINTER SPRINGS, FLORIDA 1126 East S.R. 434 Winter Springs, Florida 32708 Dear Mayor and Commissioners: Gardnyr Michael Capital, Inc., as Senior Manager (the "Underwriter"), offers to enter into the following agreement on behalf of itself and the other underwriters listed on Schedule A hereto with you as the goverping body of the City of Winter Springs, Florida (the "Issuer"), which, upon your acceptance, will be binding upon you and upon the Underwriter. This offer is made subject to your acceptance on or before 10:00 p.m., local time, on the date hereof and, ifnot so accepted, will be subject to withdrawal by the Underwriter upon notice to the Issuer at any time prior to the acceptance hereof by you. 1. PURCHASE AND SALE. Upon the terms and conditions and upon the basis of the representations and agreem(;:nts set forth herein, the Underwriter hereby agree to purchase from the Issuer for offering to the public and the Issuer hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the Issuer's $3,400,000 aggregate principal amount of Limited General Obligation Bonds, Series 2002 (the "Bonds"). The Bonds shall be dated as of February 1, 2002 and shall mature on the dates and in such principal amounts, bear such rates of interest and be subject to such other terms as set forth in Exhibit A to this Purchase Contract. Such interest shall be payable on each July 1 and January 1, commenCing July 1, 2002. The purchase price of the Bonds shall be $ 3,359,901.29, (after deducting from the aggregate par amount of Bonds, the original issue discount of $ 22,821.85 and the Underwriter's discount of $ 28,856.25) plus accrued interest of $11,579.39 on the Bonds from' February 1, 2002 to the date of Closing (as hereinafter defined), ifany. The Bonds shall initially be offered to the public at the prices (including discounts, if any) indicated on Exhibit A provided, however, that the Underwriter may offer to sell the Bonds to c'ertain dealers and others at prices lower than those indicated on Exhibit A. The Bonds shall be issued pursuant to Article va, Section 12 of the Florida Constitution, Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions oflaw (the "Act"), and Bond Resolution 2001- 48, as supplemented (the "Resolution"). 2. THE BONDS. The Bonds are being issued to provide funds necessary (i) to acquire and construct various recreational facilities within the City, and (ii) to finance the costs of issuance of the Series 2002 Bonds including the municipal bond insurance policy premium. A:\BP A 2002.doc 1 3. OFFERING. It shall be a condition of your obligation to sell and deliver the Bonds to the Underwriter, and the obligation ofthe Underwriter to purchase and accept delivery of the Bonds, that the entire aggregate principal amount of the Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the Closing. 4. OFFICIAL STATEMENT. You have delivered to the Underwriter a preliminary official statement (which term as used herein shall include the cover page, the summary statement and' appendices contained therein), dated as of February 4,2002 (the "Preliminary Official Statement"), and you authorized the use of the Preliminary Official Statement, as the same may be modified, amended or supplemented upon mutual agreement of the Issuer and the Underwriter, and the information therein contained, by the Underwriter in connection with the offering, sale and distribution of the Bonds by the Underwriter. The Issuer agrees (i) to deliver to the Underwriter, within seven (7) business days after the date hereof or in sufficient time to accompany confirmations to its customers, a final Official Statement in sufficient quantity to comply with Rule 15c2-12 of the Securities and Exchange' Commission (SEC), and (ii) to deliver to the Underwriter, at any time within 90 days after the end of the underwriting period, a supplemental final Official Statement, ifnecessary to comply with Rule 10b-S of the SEe. If any such supplement is required, prior to the Closing, the Underwriter shall have the option to decline to accept delivery of the Bonds. The Issuer authorizes the use and distribution of the Official Statement in connection with the public offering and sale of the Bonds. The Underwriter agrees that they will not confirm the sale of any Bonds unless the confirmation of sales requesting payment is accompanied or preceded by the deliv~ry of a copy of the Official Statement. The Underwriter shall notifY the City of the occurrence of the "end of the underwriting period," as such term is defined in the Rule, on the date which is one day thereafter and of the passage of the date after which the Underwriter no longer remains obligated to deliver Official Statement pursuant to paragraph (b) (4) of the rule on the date which is one day thereafter. 5. PRELIMINARY OFFICIAL STATEMENT. The Bonds shall be as described in the Preliminary Official Statement of the Issuer relating to the Bonds, in substantially the form approved and deemed "final" pursuant to Rule lSc2-12 of the Securities and Exchange Commission by the Issuer, pursuant. 6. USE OF DOCUMENTS. You hereby authorize the use by the Underwriter of (a) the Resolution, (b) the Official Statement (including any supplements or amendments thereto), (c) this Bond Purchase Contract, (d) the Preliminary Official Statement, and (e) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Bonds. 7. REPRESENTA nONS AND AGREEMENTS. The Issuer hereby represents and agrees as follows: (a) at the time of your delivery to the Underwriter of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true; correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein, in light of the circumstances under which they were made, not misleading A:\BP A 2002.doc 2 provided that no representation or agreement is made regarding any information about The Depository Trust Company and its book-entry system, the Reserve Fund surety bond, the municipal bond insurance policy or the issuer thereof (b) between the date of this Bond Purchase Contract and the time of Closing, the Issuer will not execute any bonds, notes or obligations for borrowed money, other than the bonds, without giving prior written notice thereof to the Underwriter; (c) the Issuer is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation under the laws of the State of Florida, with the powers and authority set forth in the Act; (d) the Issuer has full legal right, power and authority to: (i) enter into this Bond Purchase Contract, (ii) execute the Resolution, (ill) sell, issue and deliver the Bonds to the Underwriter as provided herein, and to levy and collect the ad valorem taxes, as defined in the Resolution and (iv) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the R:esolution, and the Official Statement, and the Issuer has complied with the terms of the Act and with the obligations on its part in connection with the levy of the ad valorem taxes and the issuance of the Bonds contained in the Resolution, the Bonds and this Bond Purchas.e Contract; (e) other than as disclosed in the Official Statement and the Preliminary Official Statement, the Issuer has never failed to comply with any agreement to provide continuing disclosure information pursuant to the Rule. (f) relating to outstanding debt of the Issuer, to the best knowledge of the Issuer, there is not an unfunded materially significant arbitrage rebate liability of the Issuer owing the Internal Revenue Service. (g) by all necessary official action, the Issuer has duly authorized and approved the execution and delivery and the performance by the Issuer of this Bond Purchase Contract and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Bonds; and, upon delivery of the Bonds, the Resolution, and the Bonds will each constitute a legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and, subject as to enforceability, to general principles of equity; (h) as of the date thereof the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading provided that no representation or agreement is made regarding any information about The Depository Trust Company and its book-entry system, the murucipal bond insurance policy or the issuer thereof; (i) the execution of the Resolution and the authorization, execution and delivery of this Bond Purchase Contract, and compliance with the provisions hereofand thereof, does not and will not conflict with, or constitute a material breach of, or material default under, any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the Issuer was or is subject, as the case may be, nor will such A:\BPA 2002.doc 3 enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution; G) at the time of Closing, the Issuer will be in compliance in all material respects with the covenants and agreements contained in the Resolution and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Resolution will have occurred or be continuing; (k) at the time of Closing, all approvals, consents, authorizations and orders of any governmental agency having jurisdiction in any matter which would constitute a condition precedent to this assessment, levy, and collection of the ad valorem taxes and to the performance by the City of its obligations under this Bond Purchase Contract and the Resolution shall have been obtained and shall be in full force and effect; (I) if between the date of this Bond Purchase Contract and the time of Closing any event occurs ofwhieh the Issuer has knowledge which would cause the Official Statement to contain an untrue statement or to omit to state a fact required to be stated therein, or which is necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in the opinion of the Underwriter, the event requires an amendment or supplement to the Official Statement, the Issuer will amend or supplement the Official Statement in a form and in a manner reasonably satisfactory to the Underwriter; (m) except as disclosed in the Official Statement, to the best knowledge of the Issuer, as of the date hereof, there is no action suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the Issuer, affecting or seeking to prohibit, restrain or enjoin the authority of the Issuer to levy or collect the ad valorem taxes, the sale, issuance or delivery of the Bonds or contesting or affecting, as to the Issuer, the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the execution of the Resolution, or the execution and delivery by the City of this Bond Purchase Contract; and (n) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Issuer shall not be required to execute a general or special consent to service of process or A:IBP A 2002.doc 4 qualify to do busiO(~ss in connection with any such qualification or determination in any jurisdiction. 8. CLOSING. At 12:00 noon, New York Issuer time, on February 27, 2002 or at such time on such earlier or later date as shall be agreed upon (the "Closing"), you will deliver to First Union National Bank, as Registrar and or agent for The Depository Trust Company, the Bonds, du1y executed, and will deliver the other documents herein mentioned at a mutually agreed to location; and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you and the Underwriter the purchase price of the Bonds as set forth in Section 1 hereof, plus accrued interest from February 1,2002 (if any) to the date of Closing by immediately available funds, payable to the order of the Issuer. The Bonds shall be made available to the Underwriter 24 hours before the Closing for purposes of inspecting. The Bonds shall be prepared and delivered as fully registered Bonds and shall be of the terms and tenor described in the Official Statement. 9. CLOSING CONDITIONS. The Underwriter has entered into this Bond Purchase Contract in reliance upon the representations and agreements of the Issuer herein contained and the performance by the City of its obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations of the Underwriter under this Bond Purchase Contract are and shall be subject, in the discretion of the Underwriter, to the following conditions: (a) the representations and agreements of the Issuer contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing, as ifmade on the date of the Closing; (b) at the time of the Closing, the Resolution, shall each be in full force and effect in accordance with its terms and shall not have been amended, modified or supplemented, except in any such case as may have been agreed to by the Underwriter; (c) at the time of the Closing, all official action of the Issuer relating to this Bond Purchase Contract, the Resolution, and the Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect. (d) the Underwriter shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of their intention to do so ifbetween the date hereof and the Closing: (i) legislation shall have been enacted by the Congress of the United States, or enacted by the Legislature of the State of Florida, or recommended to the Congress for passage by the President of the United States, or recommended to the Legislature for passage by the Government of the State of Florida or favorably reported for passage to either House of Congress of the United States or of the Legislature of the State of Florida by any Committee of such House, or passed by either House of. Congress of the United States or of the Legislature of the State of Florida, or a decision shall have been rendered by a court of the United States or the United States Tax Court or by a court of the State of Florida, or a ruling shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service, with respect to the Federal taxation or by the State of Florida or any agency thereof, with respect to Florida State or local A\BP A 2002.doc 5 taxation of interest received on obligations of the general. character of the Bonds, which, in the opinion of Counsel for the Underwriter has, or will have, the effect of making such interest taxable, or: (ii) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of Counsel for the Underwriter, has the effect of requiring the contemplated issuance or distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, (iii) as amended, or an event described in paragraph: (m) of Section 7 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which, in the opinion of the Underwriter, adversely affects the marketability of the Bonds, or the market price, or; (iv) in the opinion of the Underwriter, payment for and delivery of the Bonds is rendered impracticable or inadvisable because (A) trading in securities generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been established by Federal, New York or Florida authorities, or (C) a war or other hostilities involving the United States shall have been declared or shall have been commenced in fact, or other national calamity shall have occurred, or; (v) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board, shall have been issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting the issuance, offering or sale of the Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption or performance of the Resolution, or; (vi) the Issuer has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement, or there has been an adverse change of a material natUre in the financial position, results of operations or condition, finanCial or otherwise, of the Issuer in the ordinary course of its business, or there has been any development affecting the market acceptance of the Bonds for any reason which, in the reasonable opinion of the Underwriter, materially impairs the investment quality .ofthe Bonds or the ability of the Underwriter to market the Bonds. (e) at or prior to the date of the Closing, the Underwriter shall receive the following documents: (i) the Official Statement, as printed, and each supplement, amendment or modification, if any, thereto, executed on behalf of the Issuer by the Mayor and the Issuer Manager; A:\BPA 2002.doc 6 (ii) the Resolution certified by the Issuer under seal as having been duly adopted by the Issuer and as being in effect, with such supplements, modifications or amendments as may have been agreed to by the Underwriter; (iii) a final approving opinion of Akerman, Senterfitt & Eidson, P.A., Bond Counsel, Orlando, Florida, addressed to you dated the date of the Closing, in substantially the form included as an appendix to the Official Statement; (iv) a letter of Bond Counsel, addressed to the Underwriter and dated the date of Closing, to the effect that their final approving opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter; (v) An opinion, dated the Closing Date and addressed to the City and the Underwriter, of Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Disclosure Counsel for the City, substantially to the effect that based upon their preparation of the Final Official Statement as Disclosure Counsel for the City and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the Closing Date nothing has come to the attention of such counsel causing them to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement as to which no view need be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (k) of Section 7 hereof, if applicable) as of the Closing Date contains any 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 the light of the circumstances under which they were made, not misleading ((~xcept as aforesaid); (vi) a Rule 15c2-12 Certificate with respect to the Preliminary Official Statement signed by the Mayor and the City Manager (vii) an opinion, dated the Closing Date and addressed to the Underwriter, of Anthony A. Garganese, Esq., City Attorney substantially to the effect that (i) this Purchase Contract, has been duly authorized, executed and delivered by the City and constitutes a legal, va~d, and binding agreement of the Issuer in accordance with its terms except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws or the application by a court of equitable principles and except further as the enforcementofindemnification provisions of this Purchase Contract may.each be limited by federal or state securities laws or public policy considerations; (ii) the Issuer has authqrized, executed and delivered the Official Statement; (ill) the information in the Official Statement as to legal matters relating to the Issuer, the Act and the Resolution is correct in all material respects and does not omit any statement which, in his opinion, should be included or referred to therein and, in addition, such counsel shall state that, based upon his participation in the preparation of the Official Statement as City Attorney and without AIBPA 2002.doc 7 having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Final Official Statement (except to the. extent expressly set forth in this Subparagraph (vii)), as of the Closing Date nothing has come to his attention causing him to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement as to all of which no view shall be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (k) of Section 7 hereof, if applicable) as of the Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement as to all of which no view shall be expressed), (it is understood that . in undertaking to deliver the Official Statement pursuant to this paragraph, the Issuer is not taking any responsibility for the accuracy or completeness of the information in the Official Statement concerning MBIA or The Depository Trust Company and its book -entry only system of registration of the Bonds); (iv) to the best of his knowledge the Issuer 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 judgment or decree or any loan agreement, indenture, bond, note, material resolution, material agreement or other material instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of this Purchase Contract, and the adoption of the Resolution and compliance with the provisions on the Issuer's part contained therein, will not 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 instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject, and any such execution, delivery, adoption or compliance will not result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer under the terms of any such law, regulation or instrument, except as expressly provided by the Bonds or the Resolution; (v) the Issuer has the right and power under the Act to adopt the Resolution and the Resolution has been duly and lawfully adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and siritilar 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 no other authorization is required for the Issuer to adopt the Resolution; (vi) 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 A\BP A 2002.doc 8 threatened against or affecting the Issuer, nor is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect up(;m operations, properties, assets and financial condition of the Issuer or the transactions contemplated by the Official Statement or the validity of the Bonds, the Resolution, or this Purchase Contract, except as described in the Official Statement; and (vii) all authorizations, consents, approvals and reviews of goverrunental bodies or regulatory authorities then required for the Issuer's adoption, execution or performance of the Bonds, the Resolution, and this Purchase Contract have been obtained or effected and, to the best of his knowledge, he has no reason to believe that the Issuer will be unable to obtain or effect any such additional authorization, consent, approval or review that may be required in the future for performance of any of them by the Issuer. (viii) a certificate, dated the date of the Closing, which shall be true and correct at the time of Closing; signed by the Mayor and City Clerk, or such other official satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, (A) the representations, and agreements of the Issuer contained herein are true and correct to the best of their knowledge and belief in all material respects and are complied with as of the time of Closing, (B) to the best of their knowledge the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (apart from the information regarding The Depository Trust Company and its book-entry only system ofregistration and information regarding MBIAInsurance Corporation, as to which no opinion is expressed) and (C) except as disclosed in the Official Statement, no litigation or other proceedings are pending or, to the best of their knowledge, threatened in any court or other tribunal or competent jurisdiction, state or federal, in any way (i) restraining or enjoining the issuance, sale or delivery of any of the Bonds, or (ii) questioning or affecting the validity of this Purchase Contract, the Bonds, the Resolution, or the pledge by the Issuer to the Bondholders of any moneys or other security provided under the Resolution, or (iii) questioning or affecting the organization or existence of the Issuer or the title to office of the officers thereof or (iv) restraining or enjoining the Issuer from assessing, levying or collecting the Assessments; (ix) a certificate of the Issuer executed by the Mayor of the Issuer, in form and substance acceptable to Bond Counsel, dated as of the date of Closing, setting forth facts, estimates and circumstances concerning the use or application of the Bond proceeds, and stating in effect that on the basis of such facts, estimates and circumstances in existence of the date of the Closing, it is not expected that the proceeds of the Bonds will be used in a manner that would cause such Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations prescribed thereunder (collectively, the "Code") ; A:\BPA 2002.doc 9 (x) evidence satisfactory to the Underwriter that Standard & Poor's and Fitch shall have issued ratings of "AAA" on the Bonds, and such ratings shall still be in effect; (xi) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations, warranties and agreements contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of Closing of all the Resolutions then to be perfoffiled and conditions then to be satisfied by it. (xii) a copy of the municipal bond insurance policy issued by MBIA. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract and the Underwriter does not waive such inability in writing, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Section 10 hereof shall continue in full force and effect. 10. EXPENSES. The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expense incident to the performance of the Issuer's obligations hereunder including, but not limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of preparation, printing and delivery of the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto; (c) the cost of preparation and printing of the Bonds; (d) the fees and disbursements of the Issuer Attorney, Bond Counsel, Disclosure Counsel and the Issuer's financial advisor; (e) the fees of and disbursements of the Issuer's certified public accountants, if any; (f) the fees and disbursements' of any other accountants, experts or consultants; (g) fees of bond rating agencies, and; (h) the fees and expenses ofthe Registrar and the Paying Agent and of its counsel. The Underwriter shall pay: (i) expenses of advertising in connection with the public offering of the Bonds, (ii) the CUSIP Sc::rvice Bureau charge for the assignment ofCUSIP numbers with respect to the Bonds, (iii) the charges of The Depository Trust Company ("DTC"), (iv) the cost of obtaining and printing any Blue Sky and legal investment surveys with respect to the Bonds, and (v) any other expenses includingbut.not limited to underwriter's counsel contracted for by the Underwriter in connection with their public offering and distribution of the Bonds. 11. NOTICES. Any notice or other communication to he given to'you under this Bond Purchase Contract may be given by mailing the same to the Issuer, the City of Winter Springs, Florida, 1126 East S.R. 434 Winter Springs, Florida 32708, attention: Issuer Manager, and any such notice or other communication to be given to the Underwriter may be mailed to Pfilip G. Hunt, Jr., President, Gardnyr Michael Capital, Inc., 2281 Lee Road, Suite 104, Winter Park, Florida 32789. 12, PARTIES OF lINTEREST. This Bond Purchase Contract is made solely for the benefit of the Issuer and the Unde:rwriter and no other party or person shall acquire or have any right hereunder or by virtue hereof All representations, warranties, and authority in this PurchaseContract shall remain operative and in full force and effect and shall survive the delivery of the Bonds. A:\BPA 2002.doc 10 13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to the City of the purchase price of the Bonds shall not constitute a waiver of any condition or provision contained herein for the benefit of the Underwriter. Notwithstanding the preceding sentence or any other provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter, in their sole discretion, and the approval of the Underwriter when required herein or the determination of its satisfaction as to any document referred to herein shall be in writing, signed by appropriate officer or officers of the Underwriter and delivered to you. 14. NO LIABILITX. Neither the Issuer nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriter with any liability, or held liable to the Underwriter under any term or provisi<?n of this Bond Purchase Contract. 15. INTEGRATION. This Bond Purchase Contract, and the terms and conditions herein, shall constitute the full and complete authority between the Issuer and the Underwriter with respect to the purchase and sale of the JBonds. 16. GOVERNING LAW. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. 17. EFFECTIVENJ~SS. This Bond Purchase Contract shall become effective upon acceptance hereof by the Issuer and the execution by the Underwriter and the designated Issuer officials and shall be valid and enforceable at the time of such execution. 18. HEADINGS. The headings of this Bond Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof 19. SEVERABILI1LY. The invalidity or unenforceability of any provision of this Bond Purchase Contract shall not affect the validity or enforceability of the balance of this Bond Purchase Contract. 20. CONTINUING DISCLOSURE. The Issuer will undertake, pursuant to the Resolution and a Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. A:IJ3P A 2002.doc 11 IN WITNESS WHEREOF, the undersigned hereby agree to the terms and provisions of this Bond Purchase Contract all as of the day and year first above written. Very Truly Yours, GARDNYR MICHAEL CAPITAL, INC. I cutive Vice President CITY OF WINTER SPR.I:NGS, FLOR,IDA By: If~ v/ ~~----= City Manager "'- A:\BPA 2002.doc 12 SCHEDULE A Senior Manager Gardnyr Michael Capital, Inc. Michael C. Stewart, Vice President 2281 Lee Road, Suite 104 Winter Park, Florida 32789 (407) 629-4600 Co-Managers Hanifen, Imhoff Jeffrey Larson, Managing Director 1560 N. Orange Avenue, Suite 210 Winter Park, Florida 32789 (407) 622-0296 William R. Hough & Co., Inc. William Leedy, Senior Vice President Landmark Center IT 225 E. Robinson Street, Suite 465 Orlando, Florida 32801 A:\BP A 2002.doc 13 DISCLOSURE STATEMENT City of Winter Springs, Florida 1126 East S.R 434 Winter Springs, Florida 32708 Re: City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 Dear Mayor and Commissioners: In connection with the proposed issuance by the City of Winter Springs, Florida (the "Issuer") of $3,400,000 principal amount of Limited General Obligation Bonds, Series 2002 referred to above (the "Bonds"), Gardnyr Michael Capital, Inc. as Senior Manager (the "Underwriter") and the other underwriters listed on Schedule A hereto have agreed to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds will include a Bond Purchase Contract between the Issuer and the Underwriter which will embody the negotiations in respect thereof: The purpose of this letter is to furnish certain information in respect of the arrangements contemplated for the underwriting of the Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Bonds are set forth in Schedule I attached hereto. (b) No person has entered into an understanding with the Underwriter or, to the knowledge of Underwriter, with the Issuer for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act as an intermediary between the Issuer an the Underwriter or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bonds. (c) The amount of underwriting spread expected to be realized is as follows: Per $ 1.000 Amount Takedown $ 4.74 $ 16,106.25 Underwriting Risk Management Fee $ 1. 75 $ 5,950.00 Underwriter's Expense $ 2.00 $ 6,800.00 Underwriting Spread $8.49 $ 28,856.25 (d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Bonds to any person not regularly employed or A:\BPA 2002.doc 14 retained by the Underwriter except as specifically enumerated as expenses to be incurred by the Underwriter as set forth in Schedule II attached hereto. (e) . The name and address of the managing underwriter connected with this bond issue is Gardnyr Michael Capital, Inc. 2281 Lee Road, Suite 104 Winter Park, Florida 32789. The name of the co-managing underwriters connected with this bond issue are Hanifen, Imhoff 1560 N. Orange Avenue, Suite 210 Winter Park, Florida 32789 and William R. Hough & Co. 225 E. Robinson Street, Suite 465 Orlando, Florida 32801. Authorizing this debt or obligation will result in $ 225,500.00 (Maximum Annual Debt Service) of Pledged Revenues of the City of Winter Springs, Florida not being available to finance other services of the City of Winter Springs, Florida each year for approximately thirty (30) years. The ad valorem taxes levied pursuant to the Resolution which constitute Pledged Revenues may only be used for the purposes for which the Bonds are being issued. Very Truly Yours, GARDNYR MICHAEL CAPITAL, INC. A:\BP A 2002.doc 15 SCHEDULE I $3,400,000 City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 Estimated Underwriter's Expenses Amount Underwriter's Counsel $ 3,500.00 Federal Funds, Day Loan, Clearance $ 1,000.00 DTC, Cusip Fee $ 900.00 Travel, Computer, Miscellaneous $ 1,000.00 Copy, Teleconference $ 400.00 Total Underwriter's Expenses $ 6,800.00 A:\BP A 2002.doc 16