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HomeMy WebLinkAboutSoutheastern Capital Group Purchase Contract -1991 04 29 .~ ~ .. ", { / l ~ '-' CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REFUNDING REVENUE BONDS SERIES 1991 Purchase Contract April 29, 1991 The Honorable Mayor and City Commission CITY OF WINTER SPRINGS 1126 East S.R. 434 Winter Springs, Florida 32708 Dear Mayor and City Commissioners: Southeastern Capital Group, Inc. (the "Underwriter"), offers to enter into the following agreement with you, the City of Winter Springs, Florida (the "City"), which, upon your acceptance, will be binding upon you and upon the Underwriter. This offer is made subject to your acceptance on or before April 29, 1991, 11:00 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 City 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 representation and agreements set forth herein, the Underwriter hereby agrees to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the City's $6,915,000 aggregate principal amount of Water and Sewer Refunding Revenue Bonds, Series 1991 (the "Bonds"). The Bonds are described on Exhibit A to this Purchase Contract with respect to their date, interest rates, payment dates, maturities, and redemption, if applicable. The aggregate purchase price of the bonds shall be $6,826,902.90 less an original issue discount of $186,104.95 for a net aggregate purchase price of $6,640,797.95 plus accrued interest from May 1, 1991 to the date of Closing (as hereinafter defined). The Bonds shall initially be offered to the puplic at the prices (including discounts, if any) indicated on the cover of the hereinafter described Official Statement; provided, however, that the Underwriter may offer to sell the Bonds to certain dealers and others at prices lower than those indicated on the cover of such Official Statement. The Bonds shall be issued pursuant to the Constitution and Laws of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (the "Act"), and pursuant to a resolution duly adopted by the City Commission of the City on 1 :r) : ) r April 29, 1991, as amended and supplemented (the "Resolution"). The City acknowledges receipt of the disclosure statement required by Section 218.385 (4), Florida Statutes, ,as amended, in the form attached hereto as Exhibit B. 2. 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. 3. Official Statement. With your acceptance hereof, you will deliver to the UnderWriter at or prior to closing a sufficient number of copies of, an official statement (which term as used ,herein shall include the cover page, the summary statement and appendices contained therein), dated as of or after the date hereof but prior to closing (the "Official Statement"), executed on your behalf as indicated therein, and you hereby authorize the use of the Official Statement, as the same may be modified, amended or supplemented upon mutual agreement of the City 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. As of its date"the Preliminary Official Statement attached hereto as Exhibit E was "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1). It is subject to revision, amendment and completion in the final Official Statement. The City shall deliver to the Underwriter the final Official Statement within seven business days of the date hereof and in sufficient time to accompany any written confirmation of sale that requests payment from any customer. 4. 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 Purchase' Contract and (d) the Escrow Deposit Agreement, dated as of May 1, 1991 between the City and Barnett Banks Trust Company, N.A., Jacksonville, Florida (the "Bank"), as escrow agent. 5. Good Faith Check. Delivered to the City immediately prior to the execution of this Purchase Contract by the City, is a check of the Underwriter in the amount of $69,150, made payable to the City ("Good Faith Check") for the performance by the Underwriter of its obligation to accept delivery of and pay for the Bonds on the Closing Date in accordance with the provisions of this Purchase Contract. ,If this .offer is accepted by the City, the Good Faith Check shall be held uncashed by the City. There shall be no interest due the Underwriter during the time said Good Faith Check shall be held by the ,City. The City shall return the Good Faith Check to the Underwriter once the Underwriter has performed its obligation to accept 'and pay for the Bonds on the Closing Date in accordance with this Purchase Contract. Upon the City's failure 2 {~} : -) to deliver the Bonds on the Closing Date; or if the conditions to the obligations of the, Underwriter contained in this Purchase Contract shall be unsatisfied (unless waived by the, Underwriter), or if such obligations shall be terminated for any reason permitted, by this Purchase Contract, the City shall immediately ,return the Good Faith Check to, the' Underwriter. Upon the return of ,such Good " Faith Check to the Uriderwriter all claims and 'rights the Underwriter may have against the City in connection with this Purchase Contract shall be fully released and discharged. In the event that the Underwriter fails (other than for a reason permitted under this Purchase Contract) to accept delivery of and pay for the Bonds on the Closing Date, such Good Faith Check shall be retained and cashed by the City and shall constitute full liquidated damages, and not a penalty for such failure and for any and all defaults hereunder on the part of the Underwriter, and shall constitute full release and discharge of, all claims and rights here,under:()f ,the,' City against the Underwriter. Except as set forth in Section 9 hereof, no party hereto ,shall have any further rightf!3 agains,tany other hereunder. After the closing, the Underwriter shallpromptly , notify the City of the "end ,of the underwriting, period" ,(as defined in Section 6,( aJ of this Purchase Contract ) aild of the filing of, the ,Official Statement with "nationally recognized, municipal securities information repository" (as defined in Section6(a) of this Purchase Contract). " 6. Representations and Aareements. represents and agrees as follows: The City hereby ( a) if between the date of this Purchase Contract and, the earlier of (i) ninety (90) days from, the, "end ,of' ,the underwriting period" or (ii) the time when the Official statement is available to any pers'on fro~ a ,,'nationally recognizedmuilicipaL securities information repository", but in no case for less than twenty-five (25) days following the "end of the underWri'ting period", an event occurs affecting the City or any transaction contemplated by this Purchase Contract", the' Resolution 'or th~, Official Statement that could cause the Official statement to ' coIitain an untrue statement 'of a material fact or to omit ,to stat'e a material fact that shouid be included therein for the purposes' for which the Official Statement is used or'that ,is necessary ,in order to make the, statements therein, in the, light of the circumstances under which they were made, not misleading, the, City shall notify the Underwriter, and, if in the opinion of the,City or the Underwriter such event requires an amendment or supplement to the Official Statement, the City will change, amend or supplement the Official Statement so as to correct the, foregoing in a form and in a manner acceptable to the Undeiwriter, and at the reasonable expense of the Underwriter; provided, however, if such event shall occur on or prior to the Closing Date, the Underwriter in its sole discretion shall have the right to terminate its obligation hereunder by written notice to the City, and the Underwriter shall be under no obligation to purchase and pay for 3 Ii } ., y the Bonds. Each such amendment or supplement to the Official Statement shall also be filed by the City with each "nationally recognized municipal securities information repository" with which the Official Statement has been filed. The term "end of the underwriting period" means the later of such time as (i) the City delivers the Bonds to the Underwriter or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. The term "nationally recognized municipal securities information repository" means any organization recognized and designated as such by the Securities and Exchange Commission; (b) 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 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; (c) between the date of this Purchase Contract and the time of, Closing, the City will not execute any bonds, notes or obligations for borrowed money, payable from the Net Revenues (as hereinafter defined), other than the Bonds, without giving prior written notice thereof to the Underwriter; (d) the City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation under the ConstitutiQn and laws of the State of Florida, with the powers and authority set forth in the Act; (e) the City has full legal right, power and authority to: (i) enter into this Purchase Contract, (ii) adopt the Resolution, (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein, and (iv) carry out and consummate the transactions contemplated. by this Purchase Contract, the Resolution, the Escrow Deposit Agreement and the Official Statement, and the City has complied, and at the Closing will be in compliance, in all material respects with the terms of the Act and with the obligations on its part in connection with the issuance of the Bonds contained in the Resolution, the Bonds, the Pu~chase Contract and the Escrow Deposit Agreement; (f) by all necessary official action, the City has duly adopted the Resolution, has duly authorized and approved the Official Statement, has duly authorized and approved the execution and delivery and the performance by the City of this Purchase Contract and the performance all other obligations on its part in 4 , j \ j connection with the issuance of the Bonds andthe,consununation by it of all other transactions contemplated by this ,Purchase Contract in connection with the issuance of the Bonds; and upon deliv~ry of the Bonds, the Resolution will consti tutea legal, valid and binding obligation of the City, 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; (g) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding special obligations of the City in conformity with the Act and the Resolution, and shall be entitled to the benefits of the Resolution, including a first lien upon and' pledge of the' Net Revenues of the City's Water and Sewer System, ,as defined i,n the Resolution and described in the Official Statement (the. ", "Net Revenues"), subject to applicable 'bankruptcy , insolvency,' reorganization,' 'moratorium' and other similar 'laws "affecting creditors' rights generally and subject, as to enforceability,' to general principals of equity; " , . (h) as'of the date thereof the Official Statement, will not contain any untrue statement of a material fact or omit to ' st'ate 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; (i) the adoption of the Resolution and the authorization, . execution and delivery of this, Purchase Contract, the Escrow Deposit Agreement and the Bonds, and compliance with theprovi.sio~s 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 anyaq+eement, or other' instrument 'to which the City 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 City 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 City 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; 5 f'....-- ) (k) at the time of Closing, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would con~titute a condition precedent to the performance ,by the City of its obligations under' this Purchase Contract, ,the Escrow Deposit Agreement and the Resolution shall have been obtained and shall be in full force and effect; (1) except as disclosed in the Official Statement, to the best knowledge of the City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the,Bonds or the collection of the Net Revenues or the pledge of and' first lien on the Net Revenues, or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the' issuance ,of the Bonds, the Resolution, the Escrow, Deposit Agreement' or ,this Purchase Contract, or contesting the ,exclusion from gross income, for. federal income tax purposes'of interest on the Bonds, or' contesting the completeness or accuracy of,. the Official Statement;. o.r ,any supplement or amendment thereto, or contesting the powers of,the City or any authority for, the issuance of the Bonds, the,adoption of,' the 'Resolution, or the execution and, delivery by the City <;>f this Purchase Contract or the ,Escrow Depo~it Agreement; and (m) the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the Bonds for offer and sale under the "blue sky" or, other securities laws and regulations of such stCites and otheJ::" jurisdictioQs 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, anc;l 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 City 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; and (n)the City is not: now in default, nor has the City been in default at any time after December 31, 1975, with respect to the payment of the principal of or interest on any obligation issued by the City. 7.' Closing. At 10:00 a.m., Eastern Daylight Savings Time, on May 16, 1991 or at such time on such earlier or later date as shall be agreed upon (the "Closing Date"), you will deliver to the Underwriter at the location to be agreed upon by you and, the Underwriter in New York, New York, the Bonds in permanent form (all 6 , ) Bonds being printed or lithographed on steel engraved borders), duly executed, together with the other documents he+,ein mentioned; 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 lhereof,'plus, accrued interest, if, applicable, by immediately available..funds, payable to the order of the City. 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. , (c) at the time of the Closing, all official action of the City relating to this Purchase Contract, the'ResolutioIi," the Bonds and the Escrow Oeposi t Agreement shall' ,be in full force and effect in accordance with their respective terms and shall not have been amended, modified ,or supplemented ,in any mater~al,~espect, except in each case as may have been agreed 1:.0 by the Underwriter; and at or prior to the, Closing, the City will take all necessary, action to provide, for the defeasance of the obligations .unposed by', its Water and Sewer Refunding "Revenue Bonds, Series, 1985 (the' "Refunded Obligations"); (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 iri writing of their intention to do so if: (i) between the date hereof and the Closing, legislation shall have been enacted by the Congress of the United States, or enacted by the Legislature of the State, of Florida,' orreconnnended to the Congress, for passage by the President of the United States, or 7 . . /-, J' /- ) proposed' for passage by the Legislature of t~e State of Florida or favorably reported for passage to either House of Congress of the United States or of the Legislature of the Sta~e 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 Uni ted States or the Uni ted 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 interest on the Bonds or permitting the imposition of Florida state or local taxation of interest received on obligations of the general character of the Bonds, which, in the opinion of Honigman, Miller, Schwartz and Cohn ("Bond Counsel") has, or will have, the effect of making such interest includable in gross income for federal income tax purposes, 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 the Underwriter, has the effect of requiring the contemplated issuance and distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Resolution to be qualified as an indenture under' the Trust Indenture Act of 1939, as amended, or; ( iii) an event descr wed in paragraph ( a) of ,Section 6 hereof shall have occurred prior to closing which requires an amendment or supplement to the Official Statement and-which, in the reasonable opinion of the Underwriter, adversely affects the marketability of the Bonds or the market price thereof, or; (iv) in the reasonable opinion of the Underwriter, payment for and delivery, of the Bonds is rendered impracticable or inadvisable because (A) trading in securities generally s4all have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been ,established by Federal, New York or Florida authorities, or ,(C) a war involving the United States shall have been declared or shall have been commenced in fact, or other national calamity shall have occurred, or (D) any rating of the Bonds shall be wi thdrawn ,or . downgraded by Standard and Poor's Corporation, or Moody's Investors Service, Inc. or; (v) qn order, decree or injunction of any court of competent-jurisdiction, or any order, ruling, regulation 8 /-'-'\ i. Y ) 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 City 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, in either case payable from the Net Revenues, or there has been an adverse change of a material nature in the financial position, results of operations or condition, firiancialor otherwise, of the City or its System (as defined in ,the Resol~tion) other than in,the ordinary course of its business; or there has been any development effecting the market acceptance" of the Bonds for any reason which, in the reasonable opinion of the, Underwriter, materially impairs the investment quai~ty of the Bonds or the ability of the Underwriter to market the Bonds,'or; (vii) Municipal Bond Investors Assurance Corporation (the "Insurer") shall inform the City or the Underwriter that it, will not issue to the, City an insurance policy (the "Policy") in substantially the,form set forth' in Appendix C to the Official Statement guaranteeing the payment of the principal of and interest on the Bonds upon the terms described in the Official Statement, or; (viii) the Insurer shall inform the City, or the Underwriter that it will not issue to the City a Reserve, Account Surety Bond upon the terms described in the, OffLcial Statement. (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 City by the Mayor of the City and the City Clerk; (ii) the Resolution certified by the City Clerk under seal as having been duly adopted by the City and as being in effect, with such supplements, modifications or amendments as may have been agreed to by the Underwriter; 9 . . ,/ -', , ) ~- - '\ , J (iii) a final approving opinion of Bond Counsel, addressed to you, dated the date of the Closing,' in substantially the form included in the Official Statement as Appendix E. (iv) a letter of Bond Counsel, addressed to the Underwriter and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8(e)(iii) hereof may be relied upon by the Underwriter to the same extent as if such qpinion were addressed to the Underwriter; (v) an opinion of Bond Counsel, addressed to you and the Underwriter, and dated the date of Closing, substantially to the effect that, (A) the information set forth in the Official Statement under the headings, "The Refunding Program", "Security of the Series 19~n, Bonds", "Additional Parity Obligations", "Description of the Series 1991 Bonds", "Tax Exemption", "Legal Opinion" , "Appendix D - A Resolution Authorizing the,Issuance of the Series 1991 Bonds", insofar as such information purports to be the descriptions or summaries of the Resolution, the Bonds, the Act, the Constitution ,and laws of the State of Florida, and Federal tax law, presents a fair summary as to the matters set forth or documents referred to therein and (B) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture ,Act of 1939, as amended; (vi) an op~n~on of Honigman, Miller, Schwartz and Cohn, Attorneys for the City, addressed to you, Bond Counsel and the Underwriter and dated the date of the Closing, substantially to the effect that, (A) the City is a municipal corporation under the Constitution and laws of th~ State of Florida, duly organized and validly existing and has full legal right, power and authority to adopt and perform its obligations under the Resolution, to authorize and issue the Bonds and to authorize, execute and deliver and to perform its obligations under this Purchase Contract, the Escrow Deposit Agreement and the Payment and Investment Agreement,' (B) the City has duly adopted the Resolution, and has duly authorized, executed and delivered this Purchase Contract, the Escrow Deposit ,Agreement and 'assuming the due authorization, execution and delivery of this Purchase Contract and the Escrow Deposit Agreement by the other parties thereto, such instruments constitute legal, binding and valid obligations of the City, enforceable in accordance with their respective 10 ~~--) terms; provided, however, the enforceability thereof may be subject. to bankruptcy, insolvency, reorganization, moratorium and other, similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity, (C) the City,owns and is fully empOwered to operate the Water and Sewer System as defined and described in the Official Statement, (D) with respect to the information in the Official Statement and based upOn their participation in the preparation of the Official Statement as Attorneys for the City and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, they have no reason to believe that the Official Statement (except for the financial and statistical data contained therein, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact reqUired to be stated therein or necessary to make the. statements made therein, in light of the circumstances under which they were made, not misleading, (E) the Official, Statement has been duly authorized, executed' and delivered by the City, and the City has consented to the use thereof by the Underwriter, (F) the adopt'ion of the Resolution and the authorization, execution and, delivery : of this ,'Purchase' Contract, the Escrow, Deposit Agreement and the Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a breach 'of or defaul t under, any law" administrative regulation, court decree, ordinance, resolution or 'any agreement or other instrument to which the City 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 ,City, or under the, term of, any law, administrative regulation, ordinance, resolution or instrument, except ~as expressly provided in the Resolution, ( G) all approvals, consents ,authoriz'ations and orders ,of any governmental authority or, agency having jurisdiction, in any matter which.' would constitute a condition precedent to the performance by the City of its obligations under 'this Purchase Contract, the Escrow Deposit Agreement and the Resolution have been obtained and are in full force and effect, (H) the City is lawfully empowered under the Act and the Constitution and laws of the State of Florida to pledge, and grant a first lien on the Net Revenues as security for the Bonds to the extent provided in the Resolution and ( I) ,except as disclosed in the Official Statement, to the best of his knowledge, as of the date of such opinion, there is no action, suit, proceeding, inquiry or investigation, at 11 /'') , y law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of the Net Revenues, or the pledge of and first lien on the Net Revenues, or contesting or affecting as to the, City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the Resolution or this Purchase Contract, Escrow Deposit Agreement or contesting the exclusion from gross income for federal income tax purposes 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 City for the issuance of ,the Bonds, the adoption of the Resolution, or the execution and delivery by the City of this Purchase Contract, the Escrow Deposit Agreement or the organization or existence of the City or the title to office of the officers thereof; (vii) a certificate, dated the date of the closing, which shall be true and correct at the time of Closing, signed by the Mayor of the City and the 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 City 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 wnichthe 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 of 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, the Escrow Deposit Agreement 9r the pledge by the City to the Bondholders of any moneys-or other security provided under the Resolution; or Ciii) questioning or affecting the organization or existence, of the Ci~y or the title to office of the officers thereof; 12 /,,-<- } /~) (viii) a certificate of the City executed by the Mayor of, the City, in form and, substance acceptable to Bond Counsel, dated as of the date of Closing indicated, which states facts that the Bonds are "qualified tax exempt obligation" and that the' Bonds are validly 'designated,as a "qualified ,tax-exempt obligation" under Section 265 (b)(3) of the Internal Revenue Code of 1986, ' as amended. (ix) a certificate of the City executed by the Mayor of the City, 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 ~he basis of such facts, estimates and circumstances in existence as of the date Of theC;Losing, " it is not expected that the proceeds of the Bonds will be used ina 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 to the effect that payment for the Policy and the Surety Bond of the Insurer has been made by the City and received by, ,the Insurer, that the Insurer has received all documents, ' that is has deemed necessary to review and that such Policy and Surety Bond is in full force and effect; (xi) a certificate of the Insurer, dated the date of Closing, ,addressed to the Underwriter, in form and sUbstance satisfactory to the Underwriter, to ,the effect that (A) the Insurer is duly qualified ,to do business in, the State of Florida, (B) the Insurer hasfull'corpora:te power and authority to execute and deliver thePo~icy and the Surety Bond and that they have been duly authorized; executed and delivered by the Insurer and constitutes legal, valid and. binding obligations of the Insurer enforceable in accordance with' their terms, (C) ,the statements contained in the Official Statement under the headings "Municipal Bond Insurance," and "Reserve Account" insofar as such statements constitute summaries of the matters referred' to therein, are true and accurately reflect ,the information proposed to be shown and, insofar as such statements purport to describe the Insurer, are true and accurately describe the Insurer, and (D) the Insurer is not now in default, nor has the Insurer been in default at any time after December 31, 1975 with respect to the payment of principal of or interest on any obligation guaranteed by the Insurer; 13 J ) (xii) a letter of Moody's Investors Service, Inc. to the effect that the Bonds have been assigned a rating no less favorable than Aaa, and a letter of Standard & Poor's Corporation to the effect that the Bonds have been assigned a rating no less favorable than AAA, which ratings assume the issuance of the Policy by the Insurer and shall be in effect as of the date of Closing; (xiii) a certificate, dated the date of Closing, signed by a duly authorized officer of the Bank, to the effect that (A) the Bank is duly incorporated and validly existing in good standing under the laws of the ~nited States as a bank, with full power and authority (corporate. and other) to conduct its business and affairs as escrow agent, (B) the Bank has full right, power and authority to enter into the Escrow Deposit Agreement and to perform its obligations under, and carry out and consummate all of the transactions contemplated by the Escrow Deposit Agreement, (C) the Escrow Deposit Agreement has been duly authorized, executed and delivered by the Bank, and as sliming the due authorization, execution and delivery by the City of such instrument, the Escrow Deposit Agreement constitutes a legal, valid and binding obligation of the Bank enfor~e..~le in accordance with its terms, and (D) the execution and delivery by the Bank of the Escrow Deposit Agreement is not, and the performance of its obligations thereunder will not be, inconsistent with its charter or bylaws, does not and will not contravene any law, governmental rule or regulation, judgment or order appli- cable to it, and does not and will not contravene any provision of, or constitute a default under, any indenture,. mortgage, . contract or . other instrument to which it is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any governmental authority or agency of the United States or the State of Florida, or any subdivision or agency thereof, except such as have been obtained, given or accomplished; -(xiv) a letteru from Coopers & Lybrand, independent certified public accountants, addressed to the Underwriter and dated the date of Closing, in substantially the form attached hereto as Exhibit C; (xv) a report dated. the date of the Closing from- Ernst &,Young, independent certified public accountants, verifying. the accuracy of (A) the mathematical computations of the adequacy of the maturing principal amounts arid interest of the united States government obligations. deposited pursuant to the Escrow Deposit 14 : ) -\ Agreement to pay, when due, the principal of and interest and redemption premium on the Refunded Bonds, (B) schedules furnished to such firm showing the outstanding principal amount, interest rates and redemption provisions of the Refunded Obligations (such schedules. to be verified by review of the original . source documents), and' (C) the mathematical computations suP-. porting the conclusion that the Bonds are not "arbitrage bonds" under Section 103(b)(2) and 148 of the Internal Revenue Code of 1986, as amended, and the regulations prescribed or proposed thereunder; (xvi) such additional legal opinions including -an Opinion of Counsel to the Bank, certificates, instruments and other documents as the Underwr1ter may reasonably request to evidence the truth and accura9Y, as of the date hereof and as of the date of the Closing, of .the City's representations and agreements contained herein and of the statements and information contained in the Official Statement and the due performance' or satisfaction by the' City on or prior to the date of Closing of all the agreements then to beperfon.med and conditions then to be satisfied by it. The City confirms that it has previously provided the Underwriter with copies. of its Preliminary Of.ficial Statement relating to the Bonds and hereby ratifies the distribution of the Preliminary Official Statement to . prospective' purchasers and investors by the Underwriter prior to the date of this Purchase Contract. If the City 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 contairiedin 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 City shall be under. any further obligation hereunder, except that the _respective, obligations of the City and the Underwriter set forth in Section 9 hereof shall continue in .full force and effect. . . 9 ~ Expenses. The City shall payor cause to be paid from the proceeds of the Bonds or other non-ad valorem funds available to. it the eXpenses incident to the performance of its obligations hereunder including but not limited to. (a) the attorneys' fees. and disbursements of Honigman, Miller, Schwartz and Cohn, Attorneys for the City and Bond Counsel, (b) the fee of the financial advisor, (c) the fees of independent certified public accountants or other consultants, (d) the,fees of the consulting engineer, (e) the fees of the Bank, (f) the municipal bond insurance premium and surety 15 ..... / ' : } / -~ bond premium, (g) the verification agent's fees, (h) the costs and fees of the rating agencies, (i) the cost of printing.a sufficient number of. Official Statements, (j) the cost of preparing -and delivering definitive Bonds containing reproductions of the leg~l opinion, and (k) any other expenses not specifically enumerated in . this section incurred in connection with the issuance of the Bonds-.. The. Underwriter shall pay .all other expenses .incurred by. the Underwriter in connection with the public offering of the Bonds. If the City shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by the Purchase Contract, each party shall be responsible for its expenses or expenses paid on its behalf as set forth in the preceding paragraph. 10. Notices. Any notice or other communication to .be given to you under this Purchase Contract may be given by mailing the same to the Mayor of the City of Winter Spring, 1126 East S.R.' 434, Winter Springs, Florida 32708 and any such notice. or other 'communication to be given to the 'Underwriter' may be mailed to Southeasterri Capital Group, Inc., P.O. Box 3333, Orlando, Florida 32802. . 11.. Parties in Interest '.This Purchase Contract. is made solely for the benefit of the City and the Underwriter and no other party or person shall acquire or have any . right. hereunder or. by. virtue }:lereof. All representations and agreements in this Purchase .Contract shall .remain operative .and in full force and ueffe"Ct and .. shall survive the delivery of the Bonds. 12. Waiver. Notwithstanding' any other provision }:lerein to the contrary, the performance of. any and .all obligations o'f the City - hereunder and the performance of any and all conditions cpntained herein. for the benefit of the Underwriter may be waived by the Underwri t,er ,in their' sole discretion, and the' approval of the Underwriter when reqUired hereunder or the determination.of their satisfaction as to any. document referred to herei.n shall be in writing, signed by. appropriate officer or officers . of the.' . Underwriter and delivered to you. 13. No Liabilitv. Neither the City Commission of the City, 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 Purchase' Contract because of their execution or attempted execution, or. because of any breach or attempted. or alleged breach thereof. 14. Governinq Law. This Purchase Contract, and the terms and conditions herein, shall constitute .the full and complete agreement between the City and the Underwriter with respect to the purchase and sale of the Bonds. 16 : ) ,- " I " This Purchase Contract shall be governed. by and construed in" accordance with the laws of the State of Florida. Very truly yours, SOUTHEASTERN CAPITAL GROUP, INC. By: CITY of April, 1991. (SEAL) Attest: ~ftr /?~~J City Cl "rk sufficiency: 17 ..~ ._~" \ EXHIBIT A TERMS OF THE BONDS Maturitv Schedule The Series 1991 .Bonds shall be dated as of May 1, 1991; shall be issued in fully registered form; shall bear interest payable on October 1 and April 1, of each year; and shall be in the denomination of $5,000 and integral multiples thereof. Principal Interest pri.ce or Maturity Amount Rate Yi.eld 10/01/91 $ 35,000.00 4.500% 100.000% 10/01/92 85,000.00 4.600 100.000 10/01/93 90,000.00 5.150 100.000 10/01/94 95,000.00 5.350 100.000 10/01/95 100,000.00 5.550 100.000 10/01/96 105,000.00 5.650 100.000 10/01/97 110,000.00 5.750 100.000 lO/01/98 115,000.00 5.900 100.000 10/01/99 125,000.00 6.000 100.000 10/01/00 135,000.00 . 6..100 100.000 10/01/01 140,000.00 6.200 100.000 10/01/02 150',000.00 6.300 100.000 10/0l/03 155,000.00 6.400 100.000 10/01/04 170,000.00 6.500 100.000 10/Oi/05 180,000.00 6.625 100.000 10/01/14 2,220,000.00 6.500 95.379 10/01/21 2,905,000.00 6.750 97.125 Total $6,915,000.00 A-I > ) Optional Redemotion The Series 1991 Bonds maturing after October 1, 2001 will be subject to optional redemption by the City prior to maturity in whole at any time or in part on any interest payment, date on or after October 1, 2001 (less than all of a single maturity to. be selected by lot by the City in such manner as the City.may'deem appropriate), at a redemption price (expressed as a percentage. of principal amount) as set forth in the table below, together with accrued interest to the redemption date: Redemption Periods (Both Dates Inclusive) Redemption Price October 1, 2001 to September 30, 2002 October 1, 2002 to September 30, 2003 October 1, 2003 and thereafter 102% 101% 100% MandatOry Redemption The Series 1991 Bonds maturing on October 1, 2014 and October 1, 2021 (the "Term Bonds ") are subject to mandatory redemption prior to maturity on October 1, 2006, and .October 1, 2015, respectively, and on each October 1 thereafter, by operation of the Redemption Account in. the Debt. Service Fund at 100% of the principal amount. of such Series'1991 Bonds. so to be redeemed plus accrued interest, if any, to the redemption date in the years and amounts set forth below: . Term Bonds Due October 1, 2014 October 1 Amount 2006 $190,000.00 2007 200,000.00 2008 220,000.00 2009 225,000.00 2010 245,000.00 2011 255,000.00 2012 280,000.00 2013 295,000.00 2014 310,000.00 Term Bonds Due October 1, 2021 October 1 Amount 2015 $340,000.00 2016 360,000.00 2017 385,000".00 2018 410,000.00 2019 440,000.00 2020 470,000.00 2021 500,000.00 A-2 \ I I EXHIBIT B . April 29, 1991 The Honorable Mayor and City Commission City of Winter Springs Winter Springs, Florida Re: $6,915,000 City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 1991 Dear Mayor and City Commissioners: , In connection with the proposed issuance by the City of Winter Springs, Florida, (the "City") of $6,915,000 principal amount of. Water and Sewer Refunding Revenue Bonds, Series 1991, referred to above (the "Bonds'''), Southeastern Capital Group, Inc.,. .(the "Under- writer") has agreed to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds will include'a Purchase Contract between the City and the Underwriter which will embody the negotiations in respect thereof. The purpose of . this letter is to furnish, pursuant to the provisions of Section 218.385 (4), Florida Statutes, as amended, 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 Underwriter and paid by the Underwriter in connection with the purchase and reoffering of the Bonds, are set forth in Schedule B-I attached hereto. The nature and estimated amounts of expenses to be incurred by the City in connection with the issuance and sale of the Bonds are set forth. in Schedule B-II attached hereto. (b) No person :has entered into an understanding with the Underwriter,' or to the knowledge of the Underwriter, with the City for any paid or promised compensation or valuable consideration, directly q:t indirectly I expressly or implied, to act solely as an intermediary between the City and the Underwriter or to . exercise or attempt to . exercise any influence to effect any transaction in the purchase of the Bonds. B-1 ;>-'') Mayor and City Commissioners April 29, 1991 Page Two (c) The amount of underwriting spread expected to be realized which includes the management fee indicated: Per $1,000 Bond Sales Credit Unde~iting Risk Management Fee Underwriter's Expenses $ 6.93 -0- 3.87 1.94 Underwriting Spread $12.74 $186,104.95 (d) .Original Issue Discount (e) No other' fee, bonus or other compensation is estimated to be paid by.the Underwriter in connection with the issue of the Bonds, to any person not regularly employed or retained 'by the Underwriter, (including any, "finder" asd~fined in Section, 218.396(1)(a), Florida Statutes, as. amended); except as ~pecifically enumerated as expenses .to be incurred and. paid by the Underwriter, as set .forth in Schedule B-I attached hereto. Expenses to.be incurred by the City are set forth in Schedule B-II attached hereto. . We understand that you do not require any further disclos~e from the Underwriter, pursuant to Section ~18.J85(4), Florida Statutes, as amended. Very truly yours, SOUTHEASTERN CAPIT!\L GROUP, INC. 1900 Summit Tower Blvd. Suite 700 Orl~ndo, Florida 32810 By: B-2 SCHEDULE B- I --,. i } $6,915,000 CITY OF WINTER SPRIBGS, FLORIDA WATER AND SEWER REFUNDIRG REVENUE BONDS SERIES'1991 Estimated Underwriter's Exoenses Clearance Federal Funds MSRB, PSA, CDSIP, and DTCFees Computer Communications and Reproduction Travel and Miscellaneous Total Underwriters Expenses Per $1.000 $ .50 .24 .10 .75 .20 . .15 $1.94. ~ ) SCHEDULE B- I I $6,915,000 CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REFUNDING REVENUE BONDS SERIES 1991 Estimated Issuance ExPenses to be Paid by the. City Certified Public Accountants Fee $ 5,000 Bond Printing 5,000 1,500 . 45,000 5,000 3,000 Verification Agent paying Agent/Registrar/EsCrqw Agent Legal Fee (including expenses) Official. Statement Printing and Distribution. Rating Fees Moody's S&P'S 8,500 6,100 Closing and Miscellaneous Total Issuance Expenses to be Paid by the City 5,000 $84,100 Insurance Premium and Surety Bond Premium $73~OOO (I J ) . EXHIBIT C LETTERHEAD OF COOPERS & LYBRAND, May -' 1991 Southeastern Capital Group, 'Inc. 1900 Summit Tower Blvd. Suite 700 Orlando, Florida 32810 RE: $6,915,,000 City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 1991 Gentlemen: We. haVe;!. examined the financial statements ..' of ..the City. of Winter Springs,. Florida (the "City") as of and for the year ended . . September 3.0; 1990. We acknowledge and consent to the in:cl~sion of ,our' accountants' report dated November 26 , 1990 as Appendix 'B . of theOffici,al Statement dated April 29, 1991 of the,City i'Jl connection with the offering by the City of the above-referenced bonds (the ""Official Statement") and consent to the references made. to us therein. . In, connection with the. offering by the City, of the above-. referenced bonds: . 1. We' are independent certified, public accountants with respect to the City. within the'meaning of the Rules of Conduct and related interpretations of the Code of Professional Ethics of. the American Institute of.Certified Pub11c Accountants. 2~ . For purposes of this letter we have read the minutes of the City from September 30; 1990 through May 11, .1991 (a date not. more than 5 days prior to the date of Closing) as; set forth in the' minute books of the City, officials of the City having advised us . that the minutes of all such meetings through May 11, 1991 (a date not more than 5 days" prior to the date of Closing) we're set forth therein; .and we have carried out other procedures to May 11, 1991 (a date not. more than 5 days prior to the date" of Closing)., as follows: a. With respect to the period from September 30, 1990 to May 11, 1991, we have: C-1 Ii J ,'--, , } :, i. Read the unaudited financial statements of the City as of , 19 and the -month period then ended furnished to US by the City officials of the City having advised us that ,no such financial statements .as of any date or for any period subsequent to __, 19__, were available; ii. Made inqui~ies of certain officials of the City who have responsibility for financing and accounting matters, regarding whether the unaudited financial statements referred to in a.(i) are stated on a .basis substantially consistent with that of the audited financial statements of the City as of and for the year ended September 30, 1990, included in the Official Statement. b. With respect to the Official Statement, we have:, i. Read the information included in the Official St~tement, concerning the Estimated Coverage of Maximum Bond Service Requirement; ii. . Compared the information referred to ,in b.(i.) with the audited and unaudited financial statements or accounting records of the City from which such,' info~ationw:as derived. On the basis of these inqu~r1es, nothing has come to our . attention that caused us to believe that (a) there has been any. decrease, as compared with the corresponding periode~ded (the clate corresponding to the partial period described, .above) of'. the, preceding fiscal year, in the water and sewer rev,enues of the City, or (b) the information included in the Official Statement concerning the Estimated Coverage of the Maximum.Bond Se,rvice Requirement received are not in' agreement with the audited. and, unaudited financial statements or accounting re,cords of the City.. 3. This letter is solely for the information of the addressees and to 'assist the underwriter in, conducting and documenting their investigation ,of the af,fairs ,of the City in connection with the offering of the securities c.overed by the Official Statement, and it is not to be used, circulated, quoted,. or otherwise referred to within or without the underwriting. group for any, other purpose, including but . not limited to the registration, purchase, or sale of securities, nor is it to be filed with or. referred to in whole or in part in the Official Statement or any other,document, except that reference may be made to it in the underwriting agreement or in any list of closing' documents pertaining ,to the offering of the securities covered by the Official Statement. C-2 , ) EXHIBIT D LETTERHEAD 'OFCONKLIN, PORTER & HOLMES ENGINEERS, INC. May_, 1991 Southeastern Capital Group, Inc. 1900 Summit Tower Blvd. Suite 700 Orlando, Florida 32810 RE: $6,915,000 City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series"19.91 Gentlemen: In connectiori with the offering of the, City of the above~ referenced bonds: 1. We ,are aware of no material change in, :the matters described in the Offic~al Statement. 2. Based upon our participation in the preparation of the Official Statement as consulting engineers and: without having undertaken to determine independently the accuracy, complete~ess or fairness of the statements contained in the, Official, Statement.' (except. as to the ex-tent expressly set forth in paragraph 1 above), as of the date of .'the Closing, nothing has. come to ollr attention causing us to believe that: .i. 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 light. of the circumstances under which they weremad~i not misleading (except'. for the financial. and statistical info~ation _contained in the Official Statement, as to all of which no view is expres~ed) or ii. the Official Statement, (as supplemented or amended) as of the date, of the Closing, 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 statement therein, in light of the circumstances under which they'were made, ,not misleading~ D-1 i......, ") .. This letter is ~olely for the information of the addressees and to assist the underwriter in conducting and documenting their investigation of the affairs of the City in connection with the offering of the securities covered by the Official Statement; and it is not to be used, circulated, quoted, or otherwise referred to within or without the underwriting group fora purchase, or sale. of securities, nor is it to be filed with or referred to in whole or in part in the Official Statement or for any other purpose, including but not limited to the registration, purchase, or sale. of securities, nor is it to be filed with or referred to in whole or in part in the Official Statement or any other document, except that reference may be made to it in the underwriting agreement or in any list of closing documents pertaining to the offering of the . securities covered by the Official Statement., D-2 s EXHIBIT E FORM OF PRELIMINARY OFFICIAL STATEMENT