HomeMy WebLinkAbout2002 02 11 Consent C Resolution 2002-05 Sales of General Obligation Bonds
COMMISSION AGENDA
ITEM C
CONSENT X
INFORMATIONAL
PUBLIC HEARING
REGULAR
Fehrnary 11, 2002
Meeting
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REQUEST:
The City Manager is requesting the Commission adopt Resolution #2002-05 which supplements
Resolution 2001-48, authorizing and approving the negotiated sale of $3.4 million in City of
Winter Springs, Florida Limited General Obligation Bonds, Series 2002; authorizes the sale to
our underwriters and appoints the paying agent and registrar.
PURPOSE:
To authorize and approve the sale of the General Obligation Bonds, to award sale to our
underwriters and appoint paying agent and registrar.
CONSIDERATIONS:
1. A referendum was passed 9/4/2001 authorizing the City to issue General Obligation Bonds in
order to acquire and improve property adjacent to Central Winds Park. Repayment of the
bonds will be made from an Ad-Valorem tax not exceeding one-quarter of one mill on all
taxable property within the City.
2. Resolution 2001-48 was passed 12/10/2001 providing for the acquisition and improvement of
the property; authorizing the issuance by the City of not exceeding $3.4 in limited general
obligation bonds and pledging the repayment of the bonds through voted debt service (one
mill on all taxable property within the City).
3. Resolution 2002-05 delegates sale parameters to the City Manager as follows: true interest
cost rate not more than 5.75%; final maturity not later than July 1,2031; underwriting
discount is not greater than 1 % of the original premium amount; bonds are not subject to
optional redemption prior to July 1,2012 and not at a redemption price not in excess of
101 %; and the Manager has the authority to determine specifics such as dated date, maturity
amount and dates, interest rates and payment dates as detailed in Section 2. of the resolution.
4. Resolution 2002-05 awards the sale of the bonds to our underwriters, Gardnyr Michael
Capital, Stifel Nicolaus & Company and William R. Hough & Co..
5. Resolution 2002-05 appoints First Union National Bank, Jacksonville, Florida as Registrar
and Paying Agent.
ATTACHMENTS:
1. Resolution No. 2002-05
2. Resolution No. 2001-48 adopted 12/1O/200l.
3. Bond Purchase Agreement
4. Bond Purchase Contract
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RECOMMENDATION:
The Commission approve Resolution 2002-05 authorizing and approving the negotiated sale of
$3.4 million in City of Winter Springs Limited General Obligation Bonds, authorize the sale to
our underwriters and appoint a registrar and paying agent.
COMMISSION ACTION:
RESOLUTION NO. OLoo ';)...- 05
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A RESOLUTION SUPPLEMENTING RESOLUTION NO. 2001-48
OF THE CITY OF WINTER SPRINGS, FLORIDA;
AUTHORIZING AND APPROVING THE NEGOTIATED S
OF $3,400,000 CITY OF WINTER SPRINGS, FLORIDALLMI D
GENERAL OBLIGATION BONDS, SERIES 2002; AUTHOR ING
THE SALE THEREOF TO GARDNYR MICHAEL C ITAL,
INC., STIFEL, NICOLAUS & COMPANY, INCORP TED,
HANIFEN IMHOFF DIVISION AND WILLIAM R. HO GH & CO.
SUBJECT TO THE TERMS AND CONDITIONS NT AINED
HEREIN; APPOINTING THE PAYING ENT AND
REGISTRAR; PROVIDING CERTAIN OT R MATTERS
RELATING TO THE SERIES 2002 BONDS; D PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City 0 Winter Springs, Florida (the "Issuer")
adopted Resolution No. 2001-48 on December 10,200 (the "Resolution"); and
WHEREAS, all capitalized undefined term used herein shall have the meanings ascribed
thereto in the Resolution; and
WHEREAS, by the Resolution, the suer authorized the issuance of not to exceed
$3,400,000 City of Winter Springs, Florida imited General Obligation Bonds, Series 2002 (the
"Series 2002 Bonds") to finance and/or rei urse the cost of acquiring and constructing the Project
and to pay certain expenses relating to th issuance of the Series 2002 Bonds including the cost of
the Bond Insurance Policy relating to t Series 2002 Bonds; and
WHEREAS, the Issuernow sires to supplementthe Resolution to award the negotiated sale
of the Series 2002 Bonds to dnyr Michael Capital, Inc., Stifel, Nicolaus & Company,
Incorporated, HanifenImhoffDi sion and WilliamR. Hough & Co. (collectively the "Underwriter")
based on satisfaction of the te s and conditions contained herein; and
WHEREAS, due to he willingness of the Underwriter to purchase the Series 2002 Bonds
at interest rates favorable 0 the Issuer and the critical importance of timing of the sale of the Series
2002 Bonds, it is hereb oetermined that it is in the best interest of the public and the Issuer to sell
the Series 2002 Bonds t a negotiated sale upon meeting the tenus and conditions contained herein
and in the Bond Purc se Contract attached hereto as Exhibit "A" (the "Bond Purchase Agreement");
and
WHERE S, the Issuer has received an offer from the Underwriter to purchase the Series
2002 Bonds, subj ct to the terms and conditions contained in the Resolution and herein and set forth
in the Bond Purchase Agreement; and
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WHEREAS, the Issuer desires to sell its Series 2002 Bonds subject to the terms and
conditions contained in the Resolution and herein and set forth in the Bond Purchase Agreement, and
authorize execution and distribution of the Official Statement in connection with the issuance of the
Series 2002 Bonds and determine certain other matters related to the issuance of t e Series 2002
Bonds.
WHEREAS, prior to the execution of the Bond Purchase Agree nt the Issuer will be
provided all applicable disclosure information required by Section 218.385 lorida Statutes, a copy
of which is attached to or otherwise included as part of the Bond Purch e Agreement; and
WHEREAS, this Resolution shall constitute a Supplemental esolution under the terms of
the Resolution.
BE IT RESOLVED BY THE CITY COMMISSION OF E CITY OF WINTER SPRINGS,
FLORIDA AS FOLLOWS:
SECTION 1. Due to the willingness of the nderwriter to purchase $3,400,000 in
aggregate principal amount of the Series 2002 Bonds at i terest costs favorable to the Issuer and the
critical importance of timing ofthe sale of the serie~s 2 02 Bonds, it is hereby detennined that it is
in the best interest of the public and the Issuer to se the Series 2002 Bonds at a negotiated sale
(rather than through a competitive bid) and such sa to the Underwriter (pursuant to the terms and
conditions contained in the Resolution and herei d in the Bond Purchase Agreement) is hereby
authorized and approved.
SECTION 2. Subject to the terms and conditions of Section 3 hereof, the Series 2002
Bonds may be sold in a negotiated sale to t e Underwriter upon the terms and conditions set forth
in the Resolution and herein and in the ond Purchase Agreement which is attached hereto as
Exhibit "A" and incorporated by refere ceo The form of the Bond Purchase Agreement is hereby
approved by the Issuer (such approva indicating the recognition of the Issuer that the conditions
precedent in Section 3 hereof and th ond Purchase Agreement have been met or will be met prior
to the delivery ofthe Series 2002 nds), and the Issuer hereby authorizes the City Manager of the
Issuer to execute and deliver sai Bond Purchase Agreement in the name of and on behalf of the
Issuer, all of the provisions ofw ich, when executed and delivered by the Issuer as authorized herein
shall be deemed to be part 0 this instrument as fully and to the same extent as if incorporated
verbatim herein.
SECTION 3. e Issuer hereby delegates to the City Manager of the Issuer the authority
(a) to determine (i) the ated date, (ii) the maturity dates and amounts, (iii) the interest rates and
payment dates, (iv) th redemption features, (v) the Amortization Installments for the Term Bonds,
ifany, (vi) the delive date, and (vii) all other details of the Series 2002 Bonds; and (b) the take
such further action as shall be required for carrying out the purposes of the Resolution and this
Resolution all with respect to the Series 2002 Bonds; and (c) to execute and deliver, on behalf of the
Issuer, the Bond Purchase Agreement as provided in Section 2 above; provided, however, that the
City Manager shall not take any action pursuant to this Section 3 unless the City Manager shall have
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received from the Issuer's Financial Advisor a letter addressed to the Issuer in order to demonstrate
that the true interest cost rate ofthe Series 2002 Bonds is not more than 5.75%, (ii) the final maturity
of the Series 2002 Bonds is not later than July 1,2031, (iii) the underwriting discount is not greater
than 1 % of the original principal amount ofthe Series 2002 Bonds, and (iv) the Series 2002 Bonds
are not subject to optional redemption prior to July 1,2012 and not at a R demption Price not in
excess of 10 1 %.
SECTION 4. The Series 2002 Bonds shall be initially regi ered pursuant to a book-entry
system in the name of Cede & Co., as nominee of The Deposito Trust Company, and shall be
issued as Serial Bonds and Term Bonds and shall bear interest at t e fixed rates per annum and shall
mature in the amounts and on the dates and shall be subject t redemption all as set forth in the
Official Statement and the Bond Purchase Agreement. Th Issuer hereby elects and approves
registration ofthe Series 2002 Bonds pursuant to said book ntry system.
The proceeds of the Bonds shall be deposited in th funds created pursuant to the Resolution
and as provided in the certificates delivered in connecti n with the closing for the Bonds.
SECTION 5. The form and content of the Preliminary Official Statement dated
February 4,2002 relating to the Series 2002 Bonds ttached hereto is hereby approved. The use of
such document by the Underwriter in the marketin of the Series 2002 Bonds and the deeming final
of said document are hereby ratified. The May and the City Manager are hereby authorized to
execute and deliver on behalf of the Issuer the 0 'ticial Statement relating to the Series 2002 Bonds,
in substantially the form and content as the P liminary Official Statement, with such additions,
deletions, and changes thereto, including su h additions, deletions and other changes as may be
necessitated by this Resolution and the Bo d Purchase Agreement as such officers may approve
(such approval to be conclusively evidenc d by their execution of said Official Statement), and to
deliver such Official Statement to the U erwriter.
SECTION 6. The form an content of the Continuing Disclosure Certificate (the
"Disclosure Document") relating to t Series 2002 Bonds attached hereto is hereby approved. The
Mayor and the Clerk are hereby thorized to execute on behalf of the Issuer the Disclosure
Document in substantially the fo ttachedhereto, with such additions, deletions and other changes
as such officers may approve (sue approval to be conclusively evidenced by their execution of the
Disclosure Document).
SECTION 7. First nion National Bank, Jacksonville, Florida, is hereby appointed to
serve as Registrar and Payi Agent for the Series 2002 Bonds.
SECTION 8. L e Mayor, the City Manager, the Clerk, or any Assistant or Deputy Clerk,
the City Attorney and the inance Director (collectively the "Issuer Officers"), Akerman, Senterfitt
& Eidson, P.A. as Bond Counsel and Public Financial Management, Inc. as the Issuer's Financial
Advisor, are hereby authorized and directed to take all actions necessary or desirable in connection
with the issuance and delivery of the Series 2002 Bonds and the consummation of all transactions
in connection therewith. The Issuer Officers are hereby authorized and directed to execute all
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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 fficial
Statement, this Resolution, and the Bond Purchase Agreement.
SECTION 9. Except as hereby supplemented, the Resolution shall remain'
and effect.
SECTION 10. All actions taken to date by the members of the City C mission and the
officers, agents, and employees ofthe Issuer in furtherance of the issuance oft Series 2002 Bonds
are hereby approved, confirmed and ratified.
SECTION 11. All prior resolutions of the Issuer inconsistent ith the provisions of this
Resolution are hereby modified, supplemented and amended to confo ' with the provisions herein
contained and, except as so modified, supplemented and amended hereby, shall remain in full force
and effect. I
SECTION 12. This Resolution shall become effecf:ve immediately upon its adoption.
ADOPTED this 11th day of February, 2002.
(SEAL)
A TEST:
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{OR446801;3}
RESOLUTION NO. 2001-48
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA, PROVIDING FOR THE ACQUISITION OF
APPROXIMATELY 27 ACRES OF LAND TO EXPAND
CENTRAL WINDS PARK AND TO CONSTRUCT SOCCER,
FOOTBALL, BASEBALL AND OTHER RECREATIONAL
FACILITIES IN THE CITY; AUTHORIZING THE ISSUANCE
BY THE CITY OF NOT EXCEEDING $3,400,000 IN
AGGREGATE PRINCIPAL AMOUNT OF LIMITED
GENERAL OBLIGA TION BONDS, SERIES 2002, TO
FINANCE THE COST OF SUCH PROJECT AND PAY THE
COSTS OF ISSUANCE OF SUCH BONDS; PLEDGING TO
SECURE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON SUCH BONDS THE MONEYS RECEIVED BY
THE CITY FROM AN ANNUAL AD VALOREM TAX NOT
EXCEEDING ONE-QUARTER OF ONE MILL ON ALL
TAXABLE PROPERTY WITHIN THE CITY, ALL MONEYS
ON DEPOSIT IN AND INVESTMENTS HELD FOR THE
CREDIT OF CERTAIN FUNDS CREATED HEREUNDER
AND THE EARNINGS ON SUCH INVESTMENTS; MAKING
CERTAIN COVENANTS AND AGREEMENTS FOR THE
BENEFIT OF THE HOLDERS OF SUCH BONDS;
ACCEPTING THE INSURER'S COMMITMENT RELATING
TO A BOND INSURANCE POLICY WITH RESPECT TO
SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE.
CITY OF WINTER SPRINGS, FLORIDA
LIMITED GENERAL OBLIGATION
SERIES 2002
BOND PURCHASE CONTRACT
February _,. 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 governing body, the City of Winter Springs, Florida (the "Issuer"), which, upon your
acceptance, will be binding upon you and upon the Underwriter. This offer is made subject to your
acceptance on or before 10:00 p.m., local time, on the date hereof and, if not so accepted, will be
subject to withdrawal by the Underwriter upon notice to the Issuer at any time prior to the acceptance
hereof by you.
I. PURCHASE AND SALE. Upon the terms and conditions and upon the basis of the
representations and agreements set forth herein, the Underwriter hereby agree to purchase from the
Issuer for offering to the public and the Issuer hereby agrees to 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 I and January I, commencing July I, 2002. The purchase price
of the Bonds shall be $ ,(after deducting from the aggregate par amount of Bonds, the
original issue discount of $ and the Underwriter's discount of $ ) plus accrued
interest on the Bonds from February 1, 2002 to the date of Closing (as hereinafter defined), if any.
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 certain dealers
and others at prices lower than those indicated on Exhibit A. The Bonds shall be issued pursuant
. to Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the
"Act"), and Bond Resolution 2002-48, (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.
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3. OFFERING. It shall be a condition of your obligation to sell and deliver the Bonds to the
Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Bonds, that
the entire aggregate principal amount ofthe Bonds shall be sold and delivered by you and accepted
and paid for by the Underwriter at the Closing.
4. OFFICIAL STATEMENT. You will deliver to the Underwriter a preliminary official
statement (which term as used herein shall include the cover page, the summary statement and
appendices contained therein), dated as of the date hereof (the "Preliminary Official Statement"), and
you hereby authorize 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, if
necessary to comply with Rule IOb-5 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 ofthe 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 delivery 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 15c2-12 ofthe 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. REPRESENT A TIONS 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
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misleading provided that no representation or agreement is made regarding any information
about The Depository Trust Company and its book-entry system, the Reserve Fund surety
bond, the municipal bond insurance policy or the issuer thereof.
(b) between the date of this Bond Purchase Contract and the time of Closing, the
Issuer will not execute any bonds, notes or obligations for borrowed money, other than the
bonds, without giving prior written notice thereof to the Underwriter;
(c) the Issuer is, and will be at the date of Closing, duly organized and validly
existing as a municipal corporation under the laws of the State of Florida, with the powers
and authority set forth in the Act;
(d) the Issuer has full legal right, power and authority to: (i) enter into this Bond
Purchase Contract, (ii) execute the Resolution and Resolution 887, (iii) sell, issue and deliver
the Bonds to the Underwriter as provided herein, and to levy and collect the Assessments,
as defined in the Resolution and (iv) carry out and consummate the transactions
contemplated by this Bond Purchase Contract, the Resolution, and the Official Statement,
and the Issuer has complied with the terms of the Act and with the obligations on its part in
connection with the levy of the Assessments and the issuance of the Bonds contained in the
Resolution, the Bonds and this Bond Purchase 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, 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 will perform all other obligations on its part in connection with the issuance ofthe Bonds
and the consummation by it of all other transactions contemplated by this Bond Purchase
Contract in connection with the issuance of the Bonds; and, upon delivery of the Bonds, the
Resolution, 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) when delivered to and paid for by the Underwriter at the Closing in accordance
with the provisions of this Bond Purchase Contract, the Bonds will have been duly
authorized, executed, issued and delivered and will constitute valid and binding limited
general obligations of the Issuer in conformity with the Act and the Resolution, and shall be
entitled to the benefits of the Resolution, as described in the Resolution and in the Official
Statement subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity;
(i) 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
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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
municipal bond insurance policy or the issuer thereof.;
(j) the execution ofthe Resolution and the authorization, execution and delivery of
this Bond Purchase Contract, and compliance with the provisions hereof and thereof, does
not and will not conflict with, or constitute a breach of, or default under, any law,
administrative regulation, consent decree, ordinance, resolution or any agreement or other
instrument to which the Issuer was or is subject, as the case may be, nor will such enactment,
adoption, execution, delivery, authorization or compliance result in the creation or imposition
of any lien, charge or other security interest or encumbrance of any nature whatsoever upon
any of the property or assets of the Issuer or under the terms of any law, administrative
regulation, ordinance, resolution or instrument, except as expressly provided by the
Resolution;
(k) 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;
(I) 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 Assessments 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;
(m) if between the date of this Bond Purchase Contract and the time of Closing any
event occurs of which the Issuer has knowledge which would cause the Official Statement
to contain an untrue statement or to omit to state a fact required to be stated therein, or which
is necessary in order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading, the Issuer shall notify the Underwriter and if,
in the opinion of the Underwriter, the event requires an amendment or supplement to the
Official Statement, the Issuer will amend or supplement the Official Statement in a form and
in a manner reasonably satisfactory to the Underwriter;
(n) except as disclosed in the Official Statement, to the best knowledge ofthe Issuer,
as ofthe 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 assess, levy or collect the Assessments, the sale, issuance or delivery ofthe
Bonds or contesting or affecting, as to the Issuer, the validity or enforceability ofthe 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
ofthe Bonds, the execution ofthe Resolution, or the execution and delivery by the City of
this Bond Purchase Contract; and
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(0) 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 qualify to do business in connection with any such qualification or
determination in any jurisdiction.
8. CLOSING. At 12:00 noon, New York Issuer time, on February 28,2002 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, duly
executed, and will deliver the other documents herein mentioned at a mutually agreed to location;
and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you
and the Underwriter the purchase price of the Bonds as set forth in Section 1 hereof, plus accrued
interest from 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 and packaging. 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 if
made 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 their respective terms and shall not have been amended, modified or
supplemented, except in any such case as may have been agreed to by the Underwriter;
(c) at the time of the Closing, all official action of the Issuer relating to this Bond
Purchase Contract, the Resolution, and the Bonds shall be in full force and effect in
accordance with their respective terms and shall not have been amended, modified or
supplemented in any material respect.
(d) the Underwriter shall have the right to cancel the agreement contained herein to
purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of their
intention to do so if between the date hereof and the Closing:
(i) legislation shall have been enacted by the Congress of the United States,
or enacted by the Legislature ofthe State of Florida, or recommended to the Congress
for passage by the President of the United States, or recommended to the Legislature
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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 ofthe United States or the United States
Tax Court or by a court ofthe State of Florida, or a ruling shall have been made or
a regulation shall have been proposed or made by the Treasury Department of the
United States or the Internal Revenue Service, with respect to the Federal taxation
or by the State of Florida or any agency thereof, with respect to Florida State or local
taxation of interest received on obligations of the general. character of the Bonds,
which, in the opinion of Counsel for the 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: (k) of Section 7 hereof
shall have occurred which requires an amendment or supplement to the Official
Statement and which, in the opinion of the Underwriter, adversely affects the
marketability of the Bonds, or the market price, or;
(iv) in the opinion of the Underwriter, payment for and delivery of the Bonds
is rendered impracticable or inadvisable because (A) trading in securities generally
shall have been suspended on the New York Stock Exchange, Inc., or (B) a general
banking moratorium shall have been established by Federal, New York or Florida
authorities, or (C) a war 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
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6
opinion ofthe Underwriter, materially impairs the investment quality of the 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 ofthe Issuer by the Mayor and the
Issuer Manager;
(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, 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 Final 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 (except 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 to the effect that (i) this Purchase
Contract, has been duly authorized, executed and delivered by the City and
constitutes a legal, valid, 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
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7
a court of equitable principles and except further as the enforcement of
indemnification provisions of this Purchase Contract may each be limited by federal
or state securities laws or public policy considerations; (ii) the Issuer has authorized,
executed and delivered the Official Statement; (iii) the information in the Official
Statement as to legal matters relating to the Issuer, the Bonds, 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 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
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8
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 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 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 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 upon operations, properties, assets and financial condition
ofthe 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
governmental 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 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;
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9
(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") ;
(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 performed 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 and Disclosure Counsel; (e) the
fees of and disbursements of the Issuer's certified public accountants, if any; (f) the fees and
disbursements of any other accountants, experts or consultants; (g) fees of bond rating agencies, and;
(h) the fees and expenses of the Registrar and the Paying Agent and of its counsel.
The Underwriter shall pay: (i) expenses of advertising in connection with the public offering
of the Bonds, (ii) the CUSIP Service Bureau charge for the assignment of CUSIP numbers with
respect to the Bonds, (iii) the charges of The Depository Trust Company ("DTC"), (iv) the cost of
obtaining and printing any Blue Sky and legal investment surveys with respect to the Bonds, and (v)
any other expenses including but not limited to underwriter's counsel contracted for by the
Underwriter in connection with their public offering and distribution of the Bonds.
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10
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 Ea.st 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 INTEREST. This Bond Purchase Contract is made solely for the
benefit of the Issuer and the Underwriter and no other party or person shall acquire or have any right
hereunder or by virtue hereof. All representations, warranties, and authority in this Purchase
Contract shall remain operative and in full force and effect and shall survive the delivery of the
Bonds.
13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to
the 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 LIABILITY. Neither the Issuer nor any of the members thereof, nor any officer,
agent or employee thereof, shall be charged personally by the Underwriter with any liability, or held
liable to the Underwriter under any term or provision 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 Bonds.
16. GOVERNING LAW. This Bond Purchase Contract shall be governed by and
construed in accordance with the laws ofthe State of Florida.
17. EFFECTIVENESS. This Bond Purchase Contract shall become effective upon
acceptance hereof by the Issuer and the execution by the Underwriter and the designated Issuer
officials and shall be valid and enforceable at the time of such execution.
18. HEADINGS. The headings of this Bond Purchase Contract are inserted for
convenience only and shall not be deemed to be a part hereof.
19. SEVERABILITY. The invalidity or unenforceability of any provision of this Bond
Purchase Contract shall not affect the validity or enforceability of the balance of this Bond Purchase
Contract.
20. CONTINUING DISCLOSURE. The Issuer will 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 Final Official Statement.
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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.
By:
Executive Vice President
(SEAL)
CITY OF WINTER SPRINGS, FLORIDA
ATTEST:
City Clerk
City Manager
Approved As To Form:
City Attorney
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12
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 Oirector
1560 N. Orange Avenue, Suite 210
Winter Park, Florida 32789
(407) 622-0296
William R. Hough & Co., Inc.
William Leedy, Senior Vice President
Landmark Center II
225 E. Robinson Street, Suite 465
Orlando, Florida 32801
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SCHEDULE A
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 Issuer in connection with
the issuance and sale of the Bonds are set forth in Schedule I attached hereto. The nature
and estimated amounts of expenses to be incurred by the Underwriters in connection with
the purchase and reoffering ofthe Bonds are set forth in Schedule II attached hereto.
(b) No person has entered into an understanding with the Underwriter or, to the knowledge of
Underwriter, with the 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
Underwriting Risk
Management Fee
Underwriter's Expense
Underwriting Spread
(d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in
connection with the issuance of the Bonds to any person not regularly employed or
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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 $ (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 _ years.
Very Truly Yours,
GARDNYR MICHAEL CAPITAL, INC.
James M. Pietkiewicz
Executive Vice President
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15
SCHEDULE I
$3,400,000
City of Winter Springs, Florida
Limited General Obligation Bonds, Series 2002
Estimated Underwriter's Expenses
Bond Counsel Fee for the Bonds
(includes Expenses)
Financial Advisor
Paying Agent
Official Statement Printing
Bond Rating (Moody's "Aaa")
(S&P "AAA")
Closing and Miscellaneous
Total Issuer Expenses
Estimated Municipal Bond Insurance Premium (MBIA)
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16
Amount
Underwriter's Counsel
Federal Funds
Clearance
SCHEDULE II
$3,400,000
City of Winter Springs, Florida
Limited General Obligation Bonds, Series 2002
Estimated Underwriter's Expenses
PSA, MSRB Assessment, Cusip Fee
DTC
Closing & Miscellaneous
Total Underwriter's Expenses
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17
Amount
CITY OF WINTER SPRINGS, FLORIDA
LIMITED GENERAL OBLIGATION
SERIES 2002
BOND PURCHASE CONTRACT
February _,.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 governing 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, if not 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 agreements 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 I, 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 $ , (after deducting from the aggregate par amount of Bonds, the
original issue discount of$ and the Underwriter's discount of$ ) plus accrued
interest on the Bonds from February 1, 2002 to the date of Closing (as hereinafter defined), if any.
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 certain dealers
and others at prices lower than those indicated on Exhibit A. The Bonds shall be issued pursuant
to Article VII, 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.
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1
3. OFFERING. It shall be a condition of your obligation to sell and deliver the Bonds to the
Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Bonds, that
the entire aggregate principal amount of the Bonds shall be sold and delivered by you and accepted
and paid for by the Underwriter at the Closing.
4. OFFICIAL STATEMENT. You 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, if
necessary to comply with Rule 10b-5 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 delivery 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 l5c2-12 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. REPRESENTATIONS 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
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2
misleading provided that no representation or agreement is made regarding any information
about The Depository Trust Company and its book-entry system, the Reserve Fund surety
bond, the municipal bond insurance policy or the issuer thereof.
(b) between the date of this Bond Purchase Contract and the time of Closing, the
Issuer will not execute any bonds, notes or obligations for borrowed money, other than the
bonds, without giving prior written notice thereof to the Underwriter;
(c) the Issuer is, and will be at the date of Closing, duly organized and validly
existing as a municipal corporation under the laws of the State of Florida, with the powers
and authority set forth in the Act;
(d) the Issuer has full legal right, power and authority to: (i) enter into this Bond
Purchase Contract, (ii) execute the Resolution, (iii) sell, issue and deliver the Bonds to the
Underwriter as provided herein, and 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 Resolution, and the Official Statement, and the Issuer has
complied with the terms of the Act and with the obligations on its part in connection with the
levy of the ad valorem taxes and the issuance of the Bonds contained in the Resolution, the
Bonds and this Bond Purchase 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.
(t) 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
municipal bond insurance policy or the issuer thereof.;
(i) the execution ofthe Resolution and the authorization, execution and delivery of
this Bond Purchase Contract, and compliance with the provisions hereof and thereof, does
not and will not conflict with, or constitute a 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
C:\WINDOWS\TEMP\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;
(j) 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;
(1) ifbetween the date of this Bond Purchase Contract and the time of Closing any
event occurs of which the Issuer has knowledge which would cause the Official Statement
to contain an untrue statement or to omit to state a fact required to be stated therein, or which
is necessary in order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading, the Issuer shall notify the Underwriter and if,
in the opinion of the Underwriter, the event requires an amendment or supplement to the
Official Statement, the Issuer will amend or supplement the Official Statement in a form and
in a manner 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
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service of process or qualify to do business in connection with any such qualification or
determination in any jurisdiction.
8. CLOSING. At 12:00 noon, New York 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, duly
executed, and will deliver the other documents herein mentioned at a mutually agreed to location;
and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you
and the Underwriter the purchase price of the Bonds as set forth in Section 1 hereof, plus accrued
interest from 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 if
made 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 if between the date hereof and the Closing:
(i) legislation shall have been enacted by the Congress ofthe 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
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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 ofthe 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 of the Bonds
or the ability ofthe Underwriter to market the Bonds.
(e) at or prior to the date of the Closing, the Underwriter shall receive the following
documents:
(i) the Official Statement, as printed, and each supplement, amendment or
modification, if any, thereto, executed on behalf of the Issuer by the Mayor and the
Issuer Manager;
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(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 (except 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, valid, 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 enforcement of
indemnification provisions of this Purchase Contract may each be limited by federal
or state securities laws or public policy considerations; (ii) the Issuer has authorized,
executed and delivered the Official Statement; (iii) 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 stateothat, based upon his participation in the preparation of the Official Statement as City
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Attorney and without 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 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 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
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board or body, pending or to the best of his knowledge 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 upon 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
governmental 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 of registration and information regarding MBIA Insurance
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
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of 1986, as amended, and the regulations prescribed thereunder (collectively, the
"Code") ;
(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 performed 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 ] 0 hereof shall continue in full force and effect.
] O. 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 of the Registrar and the Paying Agent
and of its counsel.
The Underwriter shall pay: (i) expenses of advertising in connection with the public offering
of the Bonds, (ii) the CUSIP Service Bureau charge for the assignment of CUSIP numbers with
respect to the Bonds, (iii) the charges of The Depository Trust Company ("DTC"), (iv) the cost of
obtaining and printing any Blue Sky and legal investment surveys with respect to the Bonds, and (v)
any other expenses including but not limited to underwriter's counsel contracted for by the
Underwriter in connection with their public offering and distribution of the Bonds.
11. NOTICES. Any notice or other communication to he given to you under this Bond
Purchase Contract may be given by mailing the same to the Issuer, the City of Winter Springs,
Florida, 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.
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12. PARTIES OF INTEREST. This Bond Purchase Contract is made solely for the
benefit of the Issuer and the Underwriter and no other party or person shall acquire or have any right
hereunder or by virtue hereof. All representations, warranties, and authority in this Purchase
Contract shall remain operative and in full force and effect and shall survive the delivery of the
Bonds.
13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to
the 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 LIABILITY. Neither the Issuer nor any of the members thereof, nor any officer,
agent or employee thereof, shall be charged personally by the Underwriter with any liability, or held
liable to the Underwriter under any term or provision 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 Bonds.
16. GOVERNING LAW. This Bond Purchase Contract shall be governed by and
construed in accordance with the laws of the State of Florida.
17. EFFECTIVENESS. This Bond Purchase Contract shall become effective upon
acceptance hereof by the Issuer and the execution by the Underwriter and the designated Issuer
officials and shall be valid and enforceable at the time of such execution.
18. HEADINGS. The headings of this Bond Purchase Contract are inserted for
convenience only and shall not be deemed to be a part hereof.
19. SEVERABILITY. The invalidity or unenforceability of any provision of this Bond
Purchase Contract shall not affect the validity or enforceability of the balance of this Bond Purchase
Contract.
20. CONTINUING DISCLOSURE. The Issuer will 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.
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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.
By:
Executive Vice President
CITY OF WINTER SPRINGS, FLORIDA
By:
City Manager
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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 II
225 E. Robinson Street, Suite 465
Orlando, Florida 32801
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SCHEDULE A
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
Underwriting Risk
Management Fee
Underwriter's Expense
Underwriting Spread
(d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in
connection with the issuance of the Bonds to any person not regularly employed or
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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 $ (Average 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 _ 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.
James M. Pietkiewicz
Executive Vice
President
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RESOLUTION NO. 2002-05
A RESOLUTION SUPPLEMENTING RESOLUTION NO. 2001-48
OF THE CITY OF WINTER SPRlNGS, FLORIDA;
AUTHORIZING AND APPROVING THE NEGOTIATED SALE
OF $3,400,000 CITY OF WINTER SPRINGS, FLORIDA LIMITED
GENERAL OBLIGATION BONDS, SERIES 2002; AUTHORIZING
THE SALE THEREOF TO GARDNYR MICHAEL CAPITAL,
INC., STIFEL, NICOLAUS & COMPANY, INCORPORATED,
HANIFEN IMHOFF DIVISION AND WILLIAM R. HOUGH & CO.
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED
HEREIN; APPOINTING THE PAYING AGENT AND
REGISTRAR; PROVIDING CERTAIN OTHER MATTERS
RELATING TO THE SERIES 2002 BONDS; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Winter Springs, Florida (the "Issuer")
adopted Resolution No. 2001-48 on December 10,2001 (the "Resolution"); and
WHEREAS, all capitalized undefined terms used herein shall have the meanings ascribed
thereto in the Resolution; and
WHEREAS, by the Resolution, the Issuer authorized the issuance of not to exceed
$3,400,000 City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 (the
"Series 2002 Bonds") to finance and/or reimburse the cost of acquiring and constructing the Project
and to pay certain expenses relating to the issuance of the Series 2002 Bonds including the cost of
the Bond Insurance Policy relating to the Series 2002 Bonds; and
WHEREAS, the Issuer now desires to supplement the Resolution to award the negotiated sale
of the Series 2002 Bonds to Gardnyr Michael Capital, Inc., Stifel, Nicolaus & Company,
Incorporated, Hanifen hnhoffDivision and William R. Hough & Co. (collectively the "Underwriter")
based on satisfaction of the terms and conditions contained herein; and
WHEREAS, due to the willingness of the Underwriter to purchase the Series 2002 Bonds
at interest rates favorable to the Issuer and the critical importance of timing of the sale of the Series
2002 Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell
the Series 2002 Bonds at a negotiated sale upon meeting the terms and conditions contained herein
and in the Bond Purchase Contract attached hereto as Exhibit "A" (the "Bond Purchase Agreement");
and
WHEREAS, the Issuer has received an offer from the Underwriter to purchase the Series
2002 Bonds, subject to the terms and conditions contained in the Resolution and herein and set forthlin the Bond Purchase Agreement; and
OR47 1629;3
WHEREAS, the Issuer desires to sell its Series 2002 Bonds subject to the terms and
conditions contained in the Resolution and herein and set forth in the Bond Purchase Agreement, and
authorize execution and distribution of the Official Statement in connection with the issuance of the
Series 2002 Bonds and detemline certain other matters related to the issuance of the Series 2002
Bonds; and
WHEREAS, prior to the execution of the Bond Purchase Agreement the Issuer will be
provided all applicable disclosure information required by Section 218.385, Florida Statutes, a copy
of which is attached to or otherwise included as part ofthe Bond Purchase Agreement; and
WHEREAS, this Resolution shall constitute a Supplemental Resolution under the terms of
the Resolution.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS,
FLORIDA AS FOLLOWS:
SECTION 1. Due to the willingness of the Underwriter to purchase $3,400,000 in
aggregate principal amount of the Series 2002 Bonds at interest costs favorable to the Issuer and the
critical importance of timing of the sale of the Series 2002 Bonds, it is hereby determined that it is
in the best interest of the public and the Issuer to sell the Series 2002 Bonds at a negotiated sale
(rather than through a competitive bid) and such sale to the Underwriter (pursuant to the terms and
conditions contained in the Resolution and herein and in the Bond Purchase Agreement) is hereby
authorized and approved.
SECTION 2. Subject to the temlS and conditions of Section 3 hereof, the Series 2002
Bonds may be sold in a negotiated sale to the Underwriter upon the terms and conditions set forth
in the Resolution and herein and in the Bond Purchase Agreement which is attached hereto as
Exhibit "A" and incorporated by reference. The form of the Bond Purchase Agreement is hereby
approved by the Issuer (such approval indicating the recognition of the Issuer that the conditions
precedent in Section 3 hereof and the Bond Purchase Agreement have been met or will be met prior
to the delivery of the Series 2002 Bonds), and the Issuer hereby authorizes the City Manager of the
Issuer to execute and deliver said Bond Purchase Agreement in the name of and on behalf of the
. Issuer, all ofthe provisions of which, when executed and delivered by the Issuer as authorized herein
shall be deemed to be part of this instrument as fully and to the same extent as if incorporated
verbatim herein.
SECTION 3. The Issuer hereby delegates to the City Manager of the Issuer the authority
(a) to determine (i) the dated date, (ii) the maturity dates and amounts, (iii) the interest rates and
payment dates, (iv) the redemption features, (v) the Amortization Installments for the Term Bonds,
if any, (vi) the delivery date, and (vii) all other details of the Series 2002 Bonds; and (b) the take
such further action as shall be required for carrying out the purposes of the Resolution and this
Resolution all with respect to the Series 2002 Bonds; and (c) to execute and deliver, on behalf of the
Issuer, the Bond Purchase Agreement as provided in Section 2 above; provided, however, that the
City Manager shall not take any action pursuant to this Section 3 unless the City Manager shall have
OR471629;3
received from the Issuer's Financial Advisor a letter addressed to the Issuer in order to demonstrate
that the true interest cost rate of the Series 2002 Bonds is not more than 5.75%, (ii) the final maturity
ofthe Series 2002 Bonds is not later than July 1, 2031, (iii) the underwriting discount is not greater
than 1 % of the original principal amount of the Series 2002 Bonds, and (iv) the Series 2002 Bonds
are not subject to optional redemption prior to July 1,2012 and not at a Redemption Price in excess
of 101 %.
SECTION 4. The Series 2002 Bonds 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 be
issued as Serial Bonds and Term Bonds and shall bear interest at the fixed rates per annum and shall
mature in the amounts and on the dates and shall be subject to redemption all as set forth in the
Official Statement and the Bond Purchase Agreement. The Issuer hereby elects and approves
registration of the Series 2002 Bonds pursuant to said book-entry system.
The proceeds of the Bonds shall be deposited in the funds created pursuant to the Resolution
and as provided in the certificates delivered in connection with the closing for the Bonds.
SECTION 5. The form and content of the Preliminary Official Statement dated
February 4, 2002 relating to the Series 2002 Bonds attached hereto is hereby approved. The use of
such document by the Underwriter in the marketing of the Series 2002 Bonds and the deeming final
of said document are hereby ratified. The Mayor and the City Manager are hereby authorized to
execute and deliver on behalf of the Issuer the Official Statement relating to the Series 2002 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 Bond Purchase Agreement 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.. The form and content of the Continuing Disclosure Certificate (the
"Disclosure Document") relating to the Series 2002 Bonds attached hereto 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 7. First Union National Bank, Jacksonville, Florida, is hereby appointed to
serve as Registrar and Paying Agent for the Series 2002 Bonds.
SECTION 8. The Mayor, the City Manager, the Clerk, or any Assistant or Deputy Clerk,
the City Attorney and the Finance Director (collectively the "Issuer Officers"), Akerman, Senterfitt
& Eidson, P.A. as Bond Counsel and Public Financial Management, Inc. as the Issuer's Financial
Advisor, are hereby authorized and directed to take all actions necessary or desirable in connection
with the issuance and delivery of the Series 2002 Bonds and the consummation of all transactions
in connection therewith. The Issuer Officers are hereby authorized and directed to execute all
OR471629;3
.4 " ,. '.
necessary or desirable certificates, documents, papers, and agreements for the undertaking and
fulfillment of all transactions referred to in or contemplated by the Resolution, the Official
Statement, this Resolution, and the Bond Purchase Agreement.
SECTION 9.
and effect.
Except as hereby supplemented, the Resolution shall remain in full force
SECTION 10. All actions taken to date by the members of the City Commission and the
officers, agents, and employees of the Issuer in furtherance ofthe issuance of the Series 2002 Bonds
are hereby approved, confirmed and ratified.
SECTION II. 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.
SECTION 12. This Resolution shall become effective immediately upon its adoption.
ADOPTED this 11th day of February, 2002.
(SEAL)
A:~~Er-ST: _
U)yL
j:]OFO=----
City Attorney
OR47 1629;3
.i.:
EXHIBIT "A"
CITY OF WINTER SPRINGS, FLORIDA
LIMITED GENERAL OBLIGATION
SERIES 2002
BOND PURCHASE CONTRACT
February _,.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 governing 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, if not 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.
I. PURCHASE AND SALE. Upon the terms and conditions and upon the basis of the
representations and agreements set forth herein, the Underwriter hereby agree to purchase from the
Issuer for offering to the public and the Issuer hereby agrees to 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
ofthe Bonds shall be $ , (after deducting from the aggregate par amount of Bonds, the
original issue discount of$ and the Underwriter's discount of$ ) plus accrued
interest on the Bonds from February I, 2002 to the date of Closing (as hereinafter defined), if any.
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 certain dealers
and others at prices lower than those indicated on Exhibit A. The Bonds shall be issued pursuant to
Article VII, Section 12 of the Florida Constitution, Chapter 166, Part II, Florida Statutes, as
amended, and other' applicable provisions of law (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 ofthe
Series 2002 Bonds including the municipal bond insurance policy premium.
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. ,
3. OFFERING. It shall be a condition of your obligation to sell and deliver the Bonds to the
Underwriter, and the obligation of the Underwriter to purchase and accept delivery ofthe 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. 0 FFICIAL 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 confim1ations
to its customers, a final Official Statement in sufficient quantity to comply with Rule l5c2-l2 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, if
necessary to comply with Rule 10b-5 of the SEC. If any such supplement is required, prior to the
Closing, the Underwriter shall have the option to decline to accept delivery of the Bonds.
The Issuer authorizes the use and distribution of the Official Statement in cOlmection 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
delivery of a copy ofthe Official Statement. The Underwri ter shall notify the City ofthe 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 ofthe 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 ofthe Issuer relating to the Bonds, in substantially the form approved
and deemed "final" pursuant to Rule 15c2-12 of the Securities and Exchange Commission by the
Issuer, pursuant.
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. REPRESENT A TYONS 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 infonnation 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 infom1ation 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 ofthe circumstances under which they were made, not misleading
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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, (iii) 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 Resolution, and the Official Statement, and. the Issuer has
complied with the terms of the Act and with the obligations on its part in connection with the
levy of the ad valorem taxes and the issuance of the Bonds contained in the Resolution, the
Bonds and this Bond Purchase 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
municipal 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 hereof and 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
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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;
(j) 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 of which the Issuer has knowledge which would cause the Official Statement to
contain an untrue statement or to omit to state a fact required to be stated therein, or which is
necessary in order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in
the opinion of the Underwriter, the event requires an amendment or supplement to the
Official Statement, the Issuer will amend or supplement the Official Statement in a form and
in.a manner reasonably satisfactory to the Underwriter;
(m) except as disclosed in the Official Statement, to the best knowledge ofthe 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 b'y 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
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4
service of process or qualify to do business in connection with any such qualification or
determination in any jurisdiction.
8. CLOSING. At 12:00 noon, New York 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 Ban.k, as Registrar and or agent for The Depository Trust Company, the Bonds, duly
executed, and will deliver the other documents herein mentioned at a mutually agreed to location;
and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you
and the Underwriter the purchase price of the Bonds as set forth in Section I 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 tenns 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 if
made 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 ofthe Issuer relating to this Bond
Purchase Contract, the Resolution, and the Bonds shall be in full force and effect in
accordance with their respective terms and shall not have been amended, modified or
supplemented in any material respect.
(d) the Underwriter shall have the right to cancel the agreement contained herein to
purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of their
intention to do so if between the date hereof and the Closing:
(i) legisl~tjQJlsb.4ILh.a\l.e b.e~n en4~J~d by the Q:mgr.e.ss Qfthe_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 ofthe Legislature ofthe
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 ofthe 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
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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 uilder 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 Und~rwriter, 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;
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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 fonn 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 ifsuch 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 ofthe
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 (except 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, valid, 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 enforcement of
indemnification provisions of this Purchase Contract may each be limited by federal
or state securities laws or public policy considerations; (ii) the Issuer has authorized,
executed and delivered the Official Statement; (iii) 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 having undertaken to determine independently the accuracy,
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7
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 infonnation 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
inforn1ation 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 DepositoryTrust 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 oftheproperty.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 tern1s, 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 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 threatened against or affecting
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8
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 upon 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
govemmental 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 tothe
Underwriter, to the effect that, (A) the representations, and agreements ofthe Issuer
contained herein are true and correct to the best of their knowledge and beliefin 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 of registration and information regarding MBIA Insurance
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 Intemal Revenue Code of
1986, as amended, and the regulations prescribed thereunder (collectively, the
"Code") ;
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(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 performed 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 ofthe 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 ofthe 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 of the Registrar and the Paying Agent
and of its counsel.
The Underwriter shall pay: (i) expenses of advertising in connection with the public offering
of the Bonds, (ii) the CUSIP Service Bureau charge for the assignment of CUSIP numbers with
respect to the Bonds, (iii) the charges of The Depository Trust Company ("DTC"), (iv) the cost of
obtaining and printing any Blue Sky and legal investment surveys with respect to the Bonds, and (v)
any other expenses including but not limited to underwriter's counsel contracted for by the
Underwriter in connection with their public offering and distribution of the Bonds.
II. 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 INTEREST. This Bond Purchase Contract is made solely for the
benefit of the Issuer and the Underwriter and no other party or person shall acquire or have any right
hereunder or by virtue hereof. All representations, warranties, and authority in this Purchase
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10
Contract shall remain operative and in full force and effect and shall survive the delivery of the
Bonds.
13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to
the City of the purchase price ofthe 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 perfonnance of any arid 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 deternlination of its satisfaction as to any document referred
to herein shall be in writing, signed by appropriate officer or officers of the Underwriter and
delivered to you.
14. NO LIABILITY. Neither the Issuer nor any of the members thereof, nor any officer,
agent or employee thereof, shall be charged personally by the Underwriter with any liabi Ii ty, or held
liable to the Underwriter under any term or provision of this Bond Purchase Contract.
15. INTEGRATION. This Bond Purchase Contract, and the terms and conditions herein,
shall constitute the full and complete authorit)' between the Issuer and the Underwriter with respect
to the purchase and sale of the Bonds.
16. GOVERNING LA W. This Bond Purchase Contract shall be governed by and construed
in accordance with the laws of the State of Florida.
17. EFFECTIVENESS. This Bond Purchase Contract shall become effective upon
acceptance hereof by the Issuer and the execution by the Underwriter and the designated Issuer
officials and shall be valid and enforceable at the time of such execution.
18. HEADINGS. The headings of this Bond Purchase Contract are inserted for convenience
only and shall not be deemed to be a part hereof.
19. SEVERABILITY. The invalidity or unenforceability of any provision of this Bond
Purchase Contract shall not affect the validity or enforceability of the balance oftrus 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, ifmaterial. A description of this undertaking is set forth in the
Preliminary Official Statement and will also be set forth in the Official Statement.
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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.
By:
Executive Vice President
CITY OF WINTER SPRINGS, FLORIDA
/l
By: 10~ulv!/f~!h,t/2-~
City Manager
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12
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 II
225 E. Robinson Street, Suite 465
Orlando, Florida 32801
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SCHEDULE A
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, Selies 2002
Dear Mayor and Commissioners:
In connection with the proposed issuance by the City of Winter Springs, Florida (the "Issuer") ('j
$3,400,000 principal amount of Limited General Obligation Bonds, Series 2002 referred to aboh',
(the "Bonds"), Gardnyr Michael Capital, Inc. as Senior Manager (the "Underwriter") and the otl1(',-
underwriters listed on Schedule A hereto have agreed to underwrite a public offering of the Bond::,
Arrangements for underwriting the Bonds will include a Bond Purchase Contract between the Iss,~:,':
and the Underwriter which will embody the negotiations in respect thereof:
The purpose of this letter is to fumish certain infomlation in respect of the arrangemcn',S
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 .,
attached hereto.
(b) No person has entered into an understanding with the Underwriter or, to the knowledge c:'
Underwriter, with the Issuer for any paid or promised compensation or va:u::',,:,
consideration, directly or indirectly, expressly or implied, to act as an i;ltern-':':_~ .
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 $ I ,000
Amount
Takedown
Underwriting Risk
Management Fee
Underwriter's Expense
Underwriting Spread
(d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter ;..
connection with the issuance of the Bonds to any person not regularly employed C'
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retained by the Underwriter except as specifically enumerated as expenses to be incurred
by the Underwriter as set forth in Schedule n 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 $ (Average 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 _ 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.
James M. Pietkiewicz
Executive Vice President
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15
oj; -,
.. '.
Underwriter's Counsel
Federal Funds
Clearance
SCHEDULE I
$3,400,000
City of Winter Springs, Florida
Limited General Obligation Bonds, Series 2002
Estimated Underwriter's Expenses
PSA, MSRB Assessment, Cusip Fee
DTC
Closing & Miscellaneous
Total Underwriter's Expenses
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16
Amount
,.;.;."
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUlNG 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 $3,400,000 Limited General Obligation Bonds, Series 2002 (the
"Series 2002 Bonds").
WITNESSETH:
WHEREAS, the Series 2002 Bonds are being issued pursuant to Resolution No. 2001-48 of
the City as 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:
I. Recitals: Definitions. The foregoing recitals are true and correct and incorporated
herein by this reference. All capitalized tem1S not otherwise defined herein shall have the meaning
ascribed thereto in the Resolution. .... .... ........-
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and
as described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2002
Bonds (including persons holding Series 2002 Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Series 2002 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.
OR471265: I
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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
FI Interactive Data
Attn: NRMSIR
100 WilliamsStreet......-
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 77L"".739_0.(SecondaryMarket
Information)
(212) 771-7391 (Primary Market Information)
Email: NRMSIR@FTID.com
DPC Data, Inc.
One Executive Drive
Fort Lee, NJ .07024.
Phone: (20 I) 346-0701
Fax: (201) 947-0107
Email: nrmsir@dpcdata.com
"Obligated Person(s)" shall mean, with respect to the Series 2002 Bonds, those
person(s), other than the bond insurer for the Series 2002 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
Series 2002 Bonds, which .personis. the City.
"Participating Underwriter" shall mean the original underwriters of the Series 2002
Bonds that are required to comply with the Disclosure Rule in connection with the offering
of such Series 2002 Bonds.
"Repository" shall mean each National Repository and each State Repository.
OR471265;1
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"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 April 30 of each yearcol11mencing April 30, 2002, 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 (hereinafter defined) for the Series
2002 Bonds together with the balance of the Annual Report. If the City's Fiscal Year changes, the
City shall give notice of such change in the same manner as for a Listed Event under Section 5.
(b) Not later than fifteen (IS) 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.
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.
OR471265; I
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If the Issuer's audited financial statements are not available by the time the Annual Report
is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial
statements in a format similar to the general purpose financial statements contained in the final
Official Statement dated , 2002 (the "Official Statement"), and the audited financial
statements shall be filed in the same manner as the Annual Report when they become available; and
(b) an update of the financial information and operating data contained in the
Official Statement in the following tables:
1. City of Winter Springs, Florida, Property Tax Levies and Collections,
Last Ten Fiscal Years
2. Winter Springs, Florida, Property Tax Rates, Direct and Overlapping
Governments, Last Ten Fiscal Years
3. Winter Springs, Florida, Assessed and Estimated Value of Taxable
Property, Net of Exemptions, Last Ten Fiscal Years
4. Winter Springs, Florida, Schedule ofTen Largest Taxpayers
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 ofthe 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 Series
2002 Bonds, if material:
(i) Delinquency in payment when due of principal or interest on
the Series 2002 Bonds;
(ii) Non-payment related defaults;
(iii) Amendment to the Resolution modifying the rights of the
Holders of the Series 2002 Bonds;
(iv) Optional, contingent or unscheduled prepayment ofthe Series
2002 Bonds;
(v)
Defeasance of the Series 2002 Bonds or any portion thereof;
OR471265;1
4
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(vi) Any change in any rating of the Series 2002 Bonds;
(vii) Adverse tax opinions or events adversely affecting the tax-
exempt status of the interest on the Series 2002 Bonds;
(viii) Any unscheduled draw on any reserve account for the Series
2002 Bonds reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by the
Bond Issuer reflecting financial difficulties;
(x) Any substitution ofthe Bond Insurer or any failure ofthe Bond
Insurer to perform on its insurance policy; and
(xi) The release, substitution, or sale of any property securing
repayment of the Series 2002 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 woulci .1:>e 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 Series 2002 Bonds to which it relates.
6. Termination of Reporting Obligations. The obligations of the City hereunder shall
terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series
2002 Bonds or upon the temlination ofthe continuing disclosure requirements ofthe DisclosU(e Rule......
by legislative, judicial or administrative action. If such termination occurs priorto.tl1e.ftl1alll1a~ty
of the Series 2002 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
OR471265;1
5
..,
discharge any such Dissemination Agent with or without appointing a successor Dissemination
Agent.
8. Obligated Persons. The Obligated Person with respect to the Series 2002 Bonds shall
be the City.
9. Default. In the event ofa failure of the City or the Dissemination Agent to comply
with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Series 2002
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 ofthis 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 Series 2002 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 ofthe Series 2002 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) offinancia1.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,. - Nothinghereinshall-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.
OR471265;1
6
""
12. Purpose of this Certificate. This Certificate constitutes the written undertaking for
the benefit of the Holders and Beneficial Owners of the Series 2002 Bonds required by
Section (b)(5)(i) of the Disclosure Rule.
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 Series 2002 Bonds and shall create no rights in any other person or entity.
14. Governing Law. This Certificate shall be governed by the laws ofthe State of Florida
and Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as ofthe _ day
of February, 2002.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
c tL~L
. Clerk
OR471265;1
7
..h
EXHIBIT "A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name ofIssuer:
City of Winter Springs, Florida
Name of Bond Issue:
Limited General Obligation Bonds, Series
2002 (the "Series 2002 Bonds")
Date ofIssuance:
February _,2002
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
Dated:
CITY OF WINTER SPRINGS, FLORIDA
By:
Name:
Title:
OR471265;1
8
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.
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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
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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
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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
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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
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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;
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(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
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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
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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") ;
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(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.
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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.
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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
"'-
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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
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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
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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.
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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
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