HomeMy WebLinkAboutSoutheastern Municipal Bonds Purchase Contract -1984 05 08
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CITY OF WH,ll'ER SPRI NGS, FLORIDA
IMPROVEMENT REVENUE BONDS, SERIES 1984
PURCHASE CONTRACT
May 8, 1984
City Council of the
City of Winter Springs, Florida
Winter Springs, Florida
Dear Sirs:
The undersigned, Southeastern Municipal Bonds, Inc. (the
~Purchaser"), offers to enter into the following agreement
with you (the "City"), which, upon your acceptance of this
offer, will be binding upon you and upon the Purchaser.
This offer is made subject to your acceptance on or before
11:00 p.m., EDT, on the date hereof, and if not so accepted,
will be subject to withdrawal by the Purchaser upon notice
to the City at any time prior to the acceptance hereof
by you.
1. Upon the terms and conditions and upon the basis
of the representations and warranties herein set forth,
the Purchaser hereby agrees to Purchase from you, and you
hereby agree to sell to the Purchaser on such basis,
S 3,505,000.00 aggregate principal amount of your Improvement
Revenue Bonds, Series 1984 (the "Bonds"), all to be dated
May 1, 1984, and to mature on the dates and in the amounts
and to bear interest at the rates per annum shown in Exhibit
A attached hereto, at an aggregate purchase price of
S 3,367,837.50, plus interest accrued from May 1, 1984,
to the date of Closing (as hereinafter described). The
Bonds shall initially be offered to the public at such
prices (including discounts) as indicated on the hereinafter
referred Official Statement. The Bonds shall be as described
in and shall be issued pursuant to the Constitution and
the laws of the State of Florida, including particularly
Chapter 72-718, Laws of Florida (1972), as amended, and
Chapter 166, Florida Statutes (collectively, the "Act"),
and Resolution No. 251 of the City adopted on February
27, 1979, as amended and supplemented, in particular by
Resolution No. 438 of the City adopted on January 10, 1984
(such Resolution No. 251, as 50 supplemented and amended,
is herein collectively referred to as the "Resolution").
The Bonds shall be further secured by (i) a pledge of the
proceeds of the public service tax imposed by the City
on the purchase of certain utilities services within the
corporate limits of the City in accordance with Section
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166.231, Florida Statutes, and Ordinance No. 161 of the
City enacted on October 24, 1977, as supplemented and amended
(the "Public Service Tax Ordinance"), and (ii) a pledge
of the franchise fees imposed by the City on Florida Power
Corporation pursuant to C~apter 180, Florida Statutes,
the Act and Ordinance No. 290 of the City enacted on March
27, 1984, as supplemented and amended (the "Franchise Tax
Ordinance"). The Public Service Tax Ordinance and the
Pranchise Tax Ordinance are herein collectively referred
to as the "Ordinances".
2. It shall be a condition of your obligation to
sell and deliver the Bonds to tr.e Purchaser, and the obligation
of the Purchaser 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 Purchaser at the Closing.
3. With your acceptance hereof, you will deliver
to the Purchaser two copies of, (a) the form of the official
statement (which term as ~sed herein shall include the
cover page, the summary state~ent and appendices contained
tjerein), dated the date hereof (the "Official Statement"),
executed on your behalf as indicated therein, a copy of
wjich is attached hereto as Exhibit B, and you hereby authorize
t~e use of the Official Sta:e~ent, and the information
t~erein contained, by the Purchaser in connection with
t~e offering, sale and distribution of the Bonds by the
P~rchaser, and (b) the Ordi:1ances and the Resolution, each
certified by the City Clerk.
You represent and warrant :0 the Purchaser that:
(i) At the time of you: delivery to the Purchaser
of the Official Statement anj at the time of Closing, the
s~atements and information cO:1tained in the Official Statement
will be true, correct and co~?lete in all material respects
a~d the Official Stateffien: will not omit any statement
or information which should be included therein for the
p~rposes for which the Off:cial Statement is to be used
or which is necessary to make the statements or information
contained therein, in lig~t of the circumstances under
-jich they were made, not misle:dir-gi
(ii) Between the date c: this Purchase Contract and
t~e time of Closing, the Cit~ ~:ll not execute any bonds,
~~tes or obligations for ~Jrr~wed money, other than the
32nds, without giving prior ~ri:ten notice thereof to the
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(iii) The City is, and will be at the date of Closing,
duly organized and validly existing as a political subdivision
of the State of Florida, with the powers and authority
set forth in the Act;
(iv) When delivered to and paid for by the Purchaser
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 direct and special obligations of the City
in conformity with the Act and the Resolution; provided,
however, the enforceability thereof may be subject to the
exercise of judicial discretion in accordance with general
principles of equity and to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditor's
rights heretofore or hereafter enacted;
(v) The enactment of the Ordinances, the adoption
of the Resolution and the authorization, execution and
delivery of this Purchase Contract and the Bonds, and compliance
with the provisions hereof and thereof, 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 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;
(vi) At the time of Closing, the City will be in compliance
in all 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;
(vii) All approvals, consents, authorizations 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 hereunder,
the Ordinances and the Resolution have been obtained and
are in full force and effect;
(viii) The City is lawfully empowered to pledge the Excise
Taxes (as defined in the Resolution) for payment of the
principal of and interest on the Bonds;
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(ix) If between the date of this Purchase Contract
and the time of Closing an event occurs which would cause
the Official Statement to contain an untrue statement or
to omit to state a fact required to be stated therein,
in light of the circumstances under which they were made,
not misleading, the City shall notify the Purchaser and
if in the opinion of the Purchaser the event requires an
amendment or supplement to the Official Statement, the
City will amend or supplement the Official Statement in
a form and in a manner satisfactory to the Purchaser; and
(x) No litigation is pending or, to the best knowledge
of the City, threatened to restrain or enjoin the issuance
and delivery of any of the Bonds, or the collection of
any amount of the Excise Taxes, or the pledge thereof to
the payment of the Bonds, or in any way contending or affecting
any authority for the issuance of the Bonds (or tax-exemption
of the interest thereon), or the enactment and enforceability
of the Resolution, the Ordinances or this Purchase Contract,
or in any way contesting or affecting the existence or
powers of the City or the City Councilor the title to
office of any of the members of the City Council.
4. At 11:00 a.m., EDT, on March 30, 1984, or at such
time on such earlier or later date as shall be agreed upon,
you will deliver to the Purchaser, at the location to be
agreed upon by you and the Purchaser in New York, New York,
the Bonds in permanent form (all Bonds being printed or
lithographed on steel engraved borders), duly executed,
together with the other documents herein mentioned; and
the Purchaser will accept such delivery and pay at such
location as may be agreed upon by you and the Purchaser
the purchase price of the Bonds as set forth in Section
1 hereof, plus accrued interest from May 1, 1984, to the
date of Closing by New York Clearing House funds, payable
to the order of the City. This delivery and payment is
herein called the "Closing." The Bonds shall be made available
to the Purchaser 24 hours before the Closing for purposes
of inspecting and packaging. The Bonds shall be prepared
and delivered as fully registered Bonds.
5. The Purchaser has entered into this Purchase Contract
in reliance upon the representations and warranties of
the City 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
Purchaser under this Purchase Contract are and shall be
subject to the following conditions:
(a) the representations, warranties and covenants
of the City contained herein shall be true and correct
and complied with at the time of Closing;
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(b) both at the date of this Purchase Contract and
at the time of Closing, the Resolution shall have been
duly adopted and the Ordinances shall have been duly enacted
by the City; at the time of the Closing, each of the foregcing
instruments shall be in full force and effect; neither
the Resolution nor the Ordinances shall have been amended,
modified or supplemented since the date of this Purchase
Contract, except in each case as may have been agreed to
in writing by the undersigned; and there shall have been
taken in connection with the issuance of the Bonds all
such actions as shall, in the opinion of Livermore Klein
& Lott, P.A., bond counsel to the City, or Nabors, Potter,
McClelland, Griffith & Jones, P.A., counsel to the Purchaser,
be necessary and appropriate in connection with the transactions
contemplated hereby;
(c) the Purchaser shall have the right to cancel the
agreement contained herein to purchase the Bonds by notifying
you in 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 recommended to the Congress for passage
by the President of the United States, or favorably
reported for passage to either House of Congress by
any Committee of such House, or passed by either House
of Congress, or a decision shall have been rendered
by a court of the United States or the United States
Tax Court, 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 of interest received
on obligations of the general character of the Bonds,
which, in the opinion of counsel for the Purchaser
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 Purchaser, 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
(iii) an event described in clause (ix) of the
second paragraph of Section 3 hereof shall have occurred
which requires an amendment or supplement to the Official
Statement and which, in the opinion of the Purchaser,
adversely affects the marketability of the Bonds or
the market price thereof, or
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(iv) in the opinion of the Purchaser, payment
for and delivery of the Bonds is rendered impracticable
or inadvisable because (A) trading in securities generally
shall have been suspended on the New York Stock Exchange,
Inc., or (B) a general banking moratorium shall have
been established by Federal, New York or Florida authorities,
or (C) a war involving the United States 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 enactment or performance of the
Resolution or the Ordinances, or
(vi) The municipal bond insurer for the Bonds
(the "Insurer") shall inform the City or the Purchaser
that it will not insure payment of the principal of
and interest on the Bonds as described in the Official
Statement, or
(vii) if, prior to Closing, the rating of the
Bonds by Standard and Poor's Corporation, in effect
on the date of this Purchase Contract, shall be revised
downward or suspended; and
(d) at or prior to the date of the Closing, the Purchaser
shall receive the following documents:
(i) an unqualified final approving opinion of
Livermore Klein & Lott, P.A., bond counsel to the
City, addressed to you, dated the date of the Closing,
in form and substance satisfactory to the Purchaser,
(ii) a letter of Livermore Klein & Lott, P.A.,
addressed to the Purchaser, and dated the date of
Closing, to the effect that their final approving
opinion referred to in Section 5(d) (i) hereof may
be relied upon by the Purchaser to the same extent
as if such opinion were addressed to the Purchaser,
(iii) an unqualified opinion of Livermore Klein
& Lott, P.A., addressed to you and the Purchaser and
dated the date of Closing to the effect that, (A)
the information set forth in the Official Statement
under the headings, "Introduction," "Purpose of the
1984 Bonds," "Security for the 1984 Bonds" (except
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as to the subcaption "Municipal Bond Insurance"},
"Collection of Public Service Tax and Franchise Fees,"
"Public Service Tax," "Franchise Fees" {except as
to the subcaption "The Corporation"} ,"Additional Parity
Bonds," "Description of Bonds," "Summary of Certain
Provisions of the Resolution," "Proposed Constitutional
Referendum," "Tax Exemption," "Validation," and "Appendix
o - Form of Opinion of Bond Counsel," insofar as such
information purports to be the descriptions or summaries
of the Resolution, the Ordinances, the Bonds, the
Act and the Constitution and laws of the State of
Florida, are correct as to matters of law and, to
the extent indicated therein, accurate and fair statements
or summaries of the matters set forth or documents
referred to therein, {B} with respect to the information
in the Official Statement and based upon said firm's
participation in the preparation of the Official Statement
as bond counsel and without having undertaken to determine
independently the accuracy or completeness of the
contents of the Official Statement, said firm has
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,
(C) the Official Statement has been duly authorized,
executed and delivered by the City, and the City has
consented to the use thereof by the Purchaser, and
(D) 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;
(iv) an unqualified opinion of Swann and Haddock,
counsel to the City, addressed to you and the Purchaser
and dated the date of Closing, to the effect that,
(A) the City is a political subdivision of the 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 enact and perform its obligations under the Ordinances,
and to authorize, execute and deliver and to perform
its obligations under this Purchase Contract, (B)
the City has duly adopted the Resolution, duly enacted
the Ordinances, and has duly authorized, executed
and delivered this Purchase Contract, and assuming
the due authorization, execution and delivery of this
Purchase Contract by the Purchaser, such instruments
constitute legal, binding and valid obligations of
the City, enforceable in accordance with their respective
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terms; provided, however, the enforceability thereof
may be subject to the exercise of judicial discretion
in accordance with general principles of equity and
to bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditor's rights
heretofore or hereafter enacted, and (C) to such other
effect as the Purchaser or its counsel may reasonably
request, including, without limitation, to the effect
set forth in clauses (v), (vii) and (x) of Section
3, and clauses (B) and (C) of Section 5(d) (iii);
(v) a certificate, which shall be true and correct
at the time of Closing, signed by the Mayor of the
City, or such other official satisfactory to the Purchaser,
and in form and substance satisfactory to the Purchaser,
to the effect that, (A) the representations, warranties
and covenants of the City contained herein are true
and correct to the best of his knowledge and belief
in all material respects and are complied with as
of the time of Closing, and (B) no event affecting
the City has occurred since the date of the Official
Statement which should be disclosed in the Official
Statement for the purpose for which it is to be used
or which it is necessary to disclose therein in order
to make the statements and information therein, in
light of the circumstances under which they were made,
not misleading in any material respect;
(vi) the opinion of Nabors, Potter, McClelland,
Griffith & Jones, P.A., counsel to the Purchaser,
addressed to the Purchaser and dated the date of Closing,
to the effect set forth in clauses (B) and (E) of
Section 5 (d) (iii) hereof;
(vii) evidence, satisfactory to the Purchaser,
to the effect that the Bonds have been validated and
there has been no appeal from the judgment validating
the Bond s;
(viii) evidence, satisfactory to the Purchaser,
dated the date of Closing, to the effect that the
Insurer's insurance policy described in the Official
Statement is in full force and effect;
(ix) a certificate from an independent certified
public accountant, satisfactory in form and substance
to the Purchaser, responsive to Section 18 of the
Resolution;
(x) consents of the holders of any outstanding
notes issued by the City, in form and substance
satisfactory to the Purchaser, to the effect that
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such notes are junior and subordinate as to lien on
and source and security as to payment from the Excise
Taxes;
(xi) at the time of the Closing, the Purchaser
shall receive a letter dated the date of Closing of
Watsky & Company, A1tamonte Springs, Florida, confirming
that they are independent public accountants with
respect to the City and stating in effect that (A)
on the basis of specified procedures including (1)
a reading of the latest available interim financial
statements of the City, (2) consultations with officers
of the City responsible for financial and accounting
matters, and (3) a reading of the minutes of the meetings
of the City, nothing has come to their attention which
caused them to believe that at the date of the latest
available interim balance sheet of the City and at
a subsequent specified date not more than five business
days prior to the date of delivery of such letter,
there was any change in the revenues or earnings of
the City derived from the Excise Taxes (as defined
in the Resolution), as compared with the corresponding
periods of the preceding year, except for decreases
which the Official Statement disclosed have occurred
or may occur or which are described in such letter,
and (B) they have read the information included in
the Official Statement concerning the Excise Taxes
and historical Excise Taxes received by the City and
have compared such information with the audited and
unaudited financial statements or accounting records
of the City from which such information was derived
and have found such information to be in agreement
with such audited and unaudited statements or such
other accounting records. The letter shall also state
that Watsky & Company has reviewed and agrees to the
publication of the excerpts from the Financial Statements
and Auditor's Report for the year ending September
30, 1983, appearing in the Official Statement as Appendix
B.
(xii) a letter from Standard & Poor's Corporation,
in form and substance satisfactory to the Purchaser,
to the effect that the Bonds, at the time of Closing,
are rated "AAA" based upon the Insurer's insurance
policy; and
(xiii) such additional legal opinions, certificates,
instruments and other documents as the undersigned
may reasonably request to evidence the truth and accuracy,
as of the time of Closing, of your representations
herein and in the Official Statement (including the
use of the material therein) or otherwise and the
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due performance or satisfaction by you at or prior
to such date of all agreements then to be performed
and all conditions then to be satisfied by you.
If the obligations of the Purchaser shall be terminated
for any reason permitted by this Purchase Contract, neither
the Purchaser nor you shall be under further obligation
hereunder, except for the continuing obligations to pay
the expenses as hereinafter provided.
6. The Purchaser shall not be under any obligation
to pay any, and you agree to pay all, expenses incident
to the performance of your obligations hereunder, including
but not limited to, the cost of composition, printing or
reproducing of the Bonds, the cost of preparation, review,
c03position, printing or reproducing of the Official Statement
(including legal fees related thereto), the cost of printing
or reproducing the Resolution, the fees of agencies rating
the Bonds, the Insurer's insurance premium, fees and expenses
of the accountants, the fees of any paying agents or registrars,
and the fees and disbursements of bond counsel and counsel
to the City. Except as provided in the preceding sentence,
you shall not be under obligation to pay any, and the Purchaser
agrees to pay all, expenses incurred by it in connection
with the offering, sale and closing of the Bonds, including
but not limited to, the cost of composition, printing or
reproduction of this Purchase Contract, the cost of all
"blue sky" and legal investment memoranda used by it and
of qualifying the Bonds under the "blue sky" laws of any
states or other jurisdictions, and the fees and disbursements
of counsel for the Purchaser. In the event that either
party shall have paid obligations of the other as set forth
in this Section 6, adjustment shall be made at the time
of the Closing.
7. Any notice or other communication to be given
to you under this Purchase Contract may be given by mailing
the same to your Mayor at City Hall, Winter Springs, Florida,
and any such notice or other communication to be given
to the Purchaser may be mailed to Southeastern Municipal
Bo~ds, Inc., Post Office Box 3333, Orlando, Florida 32802,
to the attention of Gary E. Akers.
8. This Purchase Contract is made solely for the
be~efit of the City and the Purchaser and no other party
or person shall acquire or have any right hereunder or
by virtue hereof. All your representations, warranties
and agreements in this Purchase Contract shall remain operative
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and in full force and effect and shall survive the delivery
of the Bonds.
9. Notwithstanding any provision herein to the contract,
the performance of any and all obligations of the City
hereunder and the performance of any and all conditions
contained herein for the benefit of the Purchaser may be
waived by the Purchaser in its sole discretion, and the
approval of the Purchaser when required hereunder or the
deter~ination of its satisfaction as to any document referred
to herein shall be in writing, signed by an appropriate
officer of the Purchaser and delivered to you.
10. Neither the City Council of the City, nor any
of the members thereof, nor any officer, agent or employee
thereof, shall be charged personally by the Purchaser with
any liability, or held liable to the Purchaser under any
term or provision of this Purchase Contract because of
its execution or attempted execution, or because of any
breach or attempted or alleged breach thereof.
11. This Purchase Contract, and the terms and conditions
herein, shall constitute the full and complete agreement
between the City and the Purchaser with respect to the
purchase and sale of the Bonds. This Purchase Contract
shall be governed by and construed in accordance with the
laws of the State of Florida.
Very truly yours,
SOUTHEASTERN MUNICIPAL
BONDS, INC.
By: ~ L Cllww-
Vice P sl.dent
Accepted this 8th day
of May, 1984
SPRI NGS, FLORIDA
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EXHIDI'!" A
Interest
Maturity Amount Rate
1985 $ 45,000 6.00%
1986 45,000 6.50
1987 50,000 7.00
1988 55,000 7.50
1989 60,000 7.75
1990 65,000 8.00
1991 65,000 8.25
1992 70,000 8.50
1993 80,000 8.70
1994 85,000 9.00
1995 95,000 9.20
1996 100,000 9.40
1997 110,000 9.60
1998 125,000 9.70
1999 130,000 9.80
2009 2,325,000 10.00
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..... IOUTHEAnEAn mUnICIPAL80n~lnC.
ftWII INVESTMENT BANKERS & FINANCIAL CONSULTANTS
J II D POST OFFICE BOX 3333 . ORLANDO, FLORIDA 32802
~ M If II .. TELEPHONE (305) 680-2025
May 8, 1984
Honorable Mayor and Members of the City Commission
City of Winter Springs
400 North Edgemon Avenue
Winter Springs, Florida 32708
Re: City of Winter Springs, Florida
Improvement Revenue Bonds, Series 1984
Dear Mayor and Commissioners:
This letter is submitted to you in accordance with Section
218.385(4) Florida Statutes.
(a) The list of our expenses is as follows:
Per $1,000
Legal $ 7,000 $2.00
Clearing and Communications 3,500 1. 00
Underwriters Travel and
Miscellaneous Expenses 4,500 1.28
Closing Expenses 11,500 3.28
$26,500 7.56
(b) No finders have been retained or compensated in
connection with this issue.
(c) The amount of underwriting spread is $32.50 per $1,000
which does not include an original issue discount of
$10.00 per $1,000 for the 2009 Term Bonds.
(d) The amount of management fee is $8.67 per $1,000.
.
Honorable Mayor and City Commissioners
City of Winter Springs, Florida
May 8, 1984
Page 2
(e) No other fee, bonus or other compensation has been
paid by us to a person not regularly employed or retained by us.
(f) Southeastern Municipal Bonds, Inc.
Suite 350
800 Trafalgar Court
Maitland, Florida 32751
Very truly yours,
~~ c.., ~
:~-;crAkers
Vice President
GEA/pS