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HomeMy WebLinkAboutSoutheastern Municipal Bonds Purchase Contract -1985 05 17 CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 1985 PURCHASE CONTRACT May 17, 1985 City of Winter Springs 400 North Edgemon Avenue Winter Springs, Florida 32708 Dear Sirs: Southeastern Municipal Bonds, Inc. (the "Underwriter") hereby offers to enter into the following agreement with the City bf winter Springs, Florida (the "City"), which, upon the City's ~cceptance of this offer, will be binding upon the City and upon the Underwriter. This offer is made subject to the City's acceptance on or before 2:00 p.m., Eastern Daylight Saving Time, on the date hereof, and until so accepted, will be subject to withdrawal by the Underwriter upon notice to the City at any time prior to the acceptance hereof by the City. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations 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, $l)"b\-; .0000 aggregate principal amount of the City's Water and Sewer Revenue Refunding Bonds, Series 1985 (the "Bonds"). The Bonds shall be issued for the purpose of refunding the City's outstanding Water and Sewer Revenue Bonds, Series 1984, issued in the original principal amount of $5,035,000 (the "Refunded Bonds"). Such aggregate principal amount of the Bonds may be increased or decreased by not exceeding 1% thereof (with a pro- portionate increase or decrease in the purchase price of the Bonds hereinafter mentioned and a corresponding adjustment in the maturities set out in Exhibit A) to the end that the Bonds be issued in an aggregate principal amount sufficient only to accom- plish such refunding program, including the City's costs and expenses incurred for such purpose. The Bonds shall be dated as of June 1, 1985, and shall be issued in such principal amounts, -1- bear such rates of interest and be subject to redemption prior to maturity upon such terms and conditions as are set forth in Exhi- bit A attached hereto. Such interest shall be payable on each April 1 and October I, commencing on October I, 1985. The pur- chase price of the Bonds shall be $ SLl.;").,~\~.SO, plus accrued interest on the Bonds from June 1, ~98S to the date of Closing (as hereinafter defined). The Bonds shall initially be offered to the public at the prices indicated in Exhibit A. The Bonds shall be issued pursuant to the Constitution and the laws of the State of Florida, including Chapter 166, Part II, Florida Statutes (the "Act"). The City shall adopt a resolution or enact an ordinance authorizing issuance of the Bonds, which resolution or ordinance (the "Ordinance") shall contain all of the covenants and provi- sions customarily contained in enabling legislation for revenue refunding obligations of Florida issuers enacted for the refund- ing of bonds such as the Refunded Bonds and shall be acceptable to Foley & Lardner, Jacksonville, Florida, Counsel to the Under- writers. The Bonds shall be payable from and secured by a first and prior lien upon and pledge of the net revenues to be derived by the City from its ownership and operation of its municipal water and sewer system. The City acknowledges receipt of the disclosure statement required by Section 2l8.385(4}, Florida Statutes, in the form attached hereto as Exhibit B. 2. Good Faith Check. Delivered to the City herewith is a check payable to the order of the City in the amount of $56,000.00 (such check being hereinafter referred to as the "Good Faith Check"), which shall be held uncashed by the City and returned to the Underwriter at the Closing. No interest shall be paid by the City to the Underwriter upon the amount of the Good Faith Check. In the event the City fails to deliver the Bonds at the Closing, or in the event the City is unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in this Purchase Contract (unless waived by the Underwriter), or in the event such obligations of the Underwriter are terminated for any reason permitted by this Purchase Contract, this Purchase Con- tract shall terminate and the Good Faith Check shall be immedi- ately returned to the Underwriter. In the event that the Under- writer fails (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, the City shall cash the Good Faith Check and retain the amount thereof as full liquidated damages for such failure and for any defaults hereunder on the part of the Under- writer and, except as set forth in Section 9 hereof, neither party hereto shall have any further rights against the other hereunder. 3. Offering. It shall be a condition of the City's 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 -2- Bonds shall be sold and delivered by the City and accepted and paid for by the Underwriter at the Closing. 4. Official Statement. With the City's acceptance hereof, the City hereby agrees to deliver to the Underwriter at or prior to the Closing sufficient copies of an official state- ment (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 the Closing (the "Official Statement"), executed on behalf of the City by its Mayor and its City Manager, and the City hereby authorizes the use of the Official Statement, and the information therein contained, by the Underwriter in connection with the offering, sale and distribu- tion of the Bonds by the Underwriter. S. Use of Documents. The City hereby authorizes the use by the Underwriter of (a) the Ordinance, (b) the Official Statement (including any supplements or amendments thereto), (c) this Purchase Contract, and (d) any other documents related to the transactions contemplated in the Official Statement in con- nection with the public offering, sale and distribution of the Bonds. 6. Representations and Agreements. represents and agrees as follows: The City hereby (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 state- ments or information contained therein, in light of the circum- stances under which they were made, not misleading; (b) Between the date of this Purchase Contract and the time of Closing, the City wil not execute any bonds, notes or obligations for borrowed money, other than the Bonds, without giving notice thereof to the Underwriter; (c) The City is, and will be at the date of Closing, duly organized and validly existing political subdivision of the State of Florida, with the powers and authority set forth in the Act; (d) The City has full legal right, power and authority to: (i) enter into this Purchase Contract, (ii) enact the Ordin- ance, (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein, and (iv) carry out and consummate the trans- actions contemplated by this Purchase Contract, the Ordinance and the Official Statement, and the City has complied, and at the -3- . . Closing will be in compliance, in all material respects with the terms of the Act and with the obligations on its part in connec- tion with the issuance of the Bonds contained in the Ordinance, the Bonds and this Purchase Contract; (e) By all necessary official action, the City will duly enact the Ordinance, will duly authorize and approve the Official Statement, has duly authorized and approved the execu- tion and delivery, and the performance by the City, of this Pur- chase Contract and will perform all other obligations on its part in connection with the issuance of the bonds and the consummation by it of all other transactions contemplated by this Purchase Contract in connection with the issuance of the Bonds; and upon delivery of the Bonds, the Ordinance will constitute a legal, valid and binding special obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights gener- ally and subject, as to enforceability, to general principles of equity; (f) 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 direct obligations of the City in conformity with the Act and the Ordin- ance, and shall be entitled to the benefits of the Ordinance sub- ject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity; (g) The enactment of the Ordinance and the authoriza- tion, execution and delivery of this Purchase Contract and the Bonds, 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 instru- ment 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 Ordinance; (h) At the time of Closing, the City will be in compli- ance in all material respects with the covenants and agreements contained in the Ordinance 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 Ordinance will have occurred or be continuing; -4- , . (i) At the time of the Closing, all approvals, con- sents, 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 obliga- tions hereunder and the Ordinance shall have been obtained and shall be in full force and effect; (j) The City is lawfully empowered to provide for payment of the principal of and interest on the Bonds from the net revenues of the City's water and sewer system; (k) If prior to 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 there- in, in light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter and if in the reasonable opinion of the Underwriter 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 Underwriter; (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, proceedings, 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 pledged revenues, or use thereof, to pay the principal of and interest on the Bonds, or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authoriza- tion for the issuance of the Bonds, the Ordinance or this Pur- chase 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 City or any authority for the issu- ance of the Bonds, the enactment of the Ordinance, or the execu- tion and delivery by the City of this Purchase Contract; 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 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 City shall not be required to execute a general or special consent to service of process or qualify to -5- ..J do business in connection with any such qualification or deter- mination in any jurisdiction; and provided further, all blue sky expenses shall be paid by the Underwriter. 7. Closing. At 11:00 a.m., Eastern Daylight Saving Time, on June 18, 1985, in New York, New York, or at such time on such earlier or later date as shall be agreed upon, you will deliver to the Underwriter, at the location to be agreed upon by you and the Underwriter, 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 Underwriter will accept such delivery and pay at such loca- tion as may be agreed upon by you and the Underwriter the pur- chase price of the Bonds as set forth in Section 1 hereof by Clearing House funds, payable to the order of the Board. This delivery and payment is herein called the "Closing.11 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. The Underwriter shall assume the responsibility for furnishing to the bond printer , in sufficient time for the preparation and delivery of the Bonds for execution, the names of the registered owners it desires to be printed on the Bonds and the denominations of the Bonds. 8. Closing Conditions. The Underwriter has entered into this Purc,hase Contract in reliance upon the representations 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 Underwriter under this Purchase Contract are and shall be subject to the following conditions: (a) The representations and agreements of the City 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 Ordinance shall be in full force and effect in accordance with its terms and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter. (c) At the time of the Closing, all official action of the City relating to this Purchase Contract 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, except in each case as may have been agreed to by the Underwriter. -6- L (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: (i) between the date hereof and the Closing, legis- lation 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 reasonable 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, legis- lation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the reasonable 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 (iii) an event described in paragraph (k) of Section 6 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which, in the opin- ion of the Underwriter, adversely affects the marketability Qt the Bonds or the market price thereof, or (iv) in the opinion of the Underwriter, payment for and delivery of the Bonds is rendered impracticable or in- advisable 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 (e) a war involving the United States shall have been declared or shall have 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 issu- ance, offering or sale of the Bonds as contemplated hereby or -7- by the Official Statement or prohibiting the enactment or performance of the Ordinance, 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 mater- ial liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position of the City, or (vii) Municipal "Insurer") shall inform will not insure payment the Bonds, or Bond Insurance Association (the the City or the Underwriter that it of the principal of and interest on (viii) prior to Closing, the rating of the Bonds by either Standard and poor's Corporation or Moody's Investors Service in effect on the date of this purchase Contract, shall be revised downward or suspended, or (ix) the City shall be unable to subscribe for and purchase U.S. Government Certificates, Notes and Bonds State and Local Government Series yielding not less than the permitted yield on the Bonds. (e) At or prior to the date of the Closing, the Under- writer shall receive the following documents: (i) the Official Statement, as printed, and each supplement, amendment or modification, if any, thereto, exe- cuted on behalf of the City by its Mayor; (ii) the Ordinance certified by the Clerk of the City under seal as having been duly enacted by the City and as being in effect, or copies thereof, with such supplements, modifications or amendments as may have been agreed to by the Underwriter; (iii) a final approving opinion of Bryant, Miller & Olive, Bond Counsel, addressed to you, dated the date of the Closing, in form acceptable to Counsel for the Underwriter; (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 opinion were addressed to the Under- writer; (v) an opinion of Bond Counsel, addressed to you and the Underwriter, and dated the date of Closing, to the effect that, (A) the information set forth in the Official -8- Statement under the headings, "Introduction," "Description of the Bonds," "purpose of the Bonds," "Security for the Bonds," "Summary of Certain provisions of the Ordinance," and "Tax Exemption," insofar as such information purports to be the descriptions or summaries of the Ordinance, the Bonds, the Act and the Constitution and laws of the State of Florida, are correct as to matters set forth or documents referred to therein, (B) the City has duly authorized, executed and deli- vered this Purchase Contract, and assuming the due authoriza- tion, execution and delivery of this Purchase Contract by the other party thereto, such instrument constitutes a legal, binding and valid special obligation of the City, enforceable in accordance with its terms; provided, however, the enforce- ability thereof may be subject to bankruptcy, insolvency, reoorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceabil- ity, to general principles of equity, (C) the Official State- ment has been duly authorized, executed and delivered by the City, and the City has consented to the use thereof by the Underwriter, and (D) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Ordin- ance is exempt from qualification as an indenture undeT the Trust Indenture Act of 1939, as amended; (vi) an opinion of Thomas F. Lang, Attorney for the City, unqualified except as provided herein, addressed to'you and the Underwriter, and dated the date of the Closing, to the effect that, (A) the City is a duly organized and validly existing political subdivision of the State of Florida and has full legal right, power and authority to enact and ~er- form its obligations under the Ordinance, and to authorize, execute and deliver and to perform its obligations under this Purchase Contract, (B) the City has duly adopted the Ordin- ance, and has duly authorized, executed and delivered this Purchase Contract, and assuming the due authorization, exe- cution and delivery of this Purchase Contract by the other party thereto, such instrument constitutes legal, binding and valid special obligations of the City, (C) with respect to the information in the Official Statement and based upon his limited participation in the preparation of the Official Statement as City Attorney and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, he has no reason to believe that the Official Statement (except for the financial and statitstical 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, (D) the Official Statement has been duly author- ized, executed and delivered by the City, and the City has consented to the use thereof by the Underwriter, (E) the -9- enactment of the Ordinance 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, ordin- ance, resolution or any agreement or other instrument to which the City was or is subject which has come to his atten- tion, 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, reso- lution or instrument which has come to his attention, except as expressly provided by the City, (F) the City is lawfully empowered to provide for payment of the principal of and interest on the Bonds from the pledged revenues, and (G) except as disclosed in the Official Statement, to his know- ledge, as of the date of such opinion, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board of body, pending against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or deli- very of the Bonds or the collection of the pledged revenues, or the payment of the principal of or interest on the Bonds from the pledged 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 Ordinance or this 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 City or any authority for the issuance of the Bonds, the enactment of the Ordinance, or the execution and delivery by the City of this Purchase Contract; in rendering his opinion, the City Attorney may state that he has relied on existing judicial precedent and with respect to clause (G) hereof that he has relied on the absence of notice from any City official upon whom process may be served that service has been attempted or made; the opinion may further state that the enforceability of any of the City's obligations may be sub- ject to bankruptcy, insolvency, reorganization or moratorium laws and other laws pertaining to creditors rights generally and subject as to enforceability to general principles of equity. (vii) a certificate, which shall be true and correct at the time of Closing, signed by the Mayor of the City and the City Manager as to clause (B) hereof, or such other offi- cial satisfactory to the Underwriter, and in form and sub- stance satisfactory to the Underwriter, to the effect that, (A) the representations and covenants of the City contained -10- 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) the Official Statement did not as of its date, and does not as of the date of Closing, con- tain any untrue statement of a material fact or omit to state a material fact which should be included therein for the pur- poses 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; (viii) an opinion of Counsel to the Underwriter, addressed to the Underwriter and dated the date of Closing, to the effect that, (A) with respect to the information in the Official Statement and based upon said firm1s participa- tion in the preparation of the Official Statement as Counsel to the Underwriter 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, and (B) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Ordin- ance is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended; (ix) evidence, satisfactory to the Underwriter, dated the date of the Closing, to the effect that payment for the insurance policy of the Insurer has been made by the City and received by the Insurer, that the Insurer has received all documents that it has deemed necessary to review and that such insurance policy is in full force and effect; (x) 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 has full corporate power and author- ity to execute and deliver the insurance policy for the Bonds (the "Policy") and the Policy has been duly authorized, exe- cuted and delivered by the Insurer and constitutes a legal, valid and binding obligation of the Insurer enforceable in accordance with its terms, and (C) the statements contained in the Official Statement under the heading "Security for the Bonds - Municipal Bond Insurance," insofar as such statements constitute summaries of the matters referred to therein, ~ll- accurately reflect and fairly present ted to be shown and, insofar as such describe the Insurer, fairly and Insurer; the information purpor- statements purport to accurately describe the (xi) letter of Moody's effect that the Bonds have been favorable than Aaa, and letter of tion to the effect that the Bonds no less favorable than AAA, which as of the date of Closing; and Investors Service to the assigned a rating no less Standard & poor's Corpora- have been assigned a rating ratings shall be in effect (xii) 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 City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept deli- very 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 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 Underwriter shall be under no obliga- tion to pay, and the City shall pay, any expense incident to the performance of the City's obligations hereunder including, but not limited to: (a) the cost of preparation and delivery of copies of the Ordinance; (b) the cost of preparation and printing of the Bonds; (c) the fees and disbursements of Bond Counsel and the City Attorney; (d) the fees and disbursements of the City's certified public accountants; (e) the fees and disbursements of any engineers, accountants, and other experts, consultants or advisors retained by the City; (f) fees for bond ratings; (g) the fees and expenses of the Escrow Holder, Registrar, the Paying Agent and of their respective counsel; (h) the costs of prepar- ing, printing and delivering a reasonable number of the Official Statement and any supplements or amendments thereto; and (i) the Insurer's insurance policy premium. The Underwriter shall pay: (A) the cost of preparing, printing and delivery of this Purchase Contract; (B) the cost of -12- all "blue sky" and legal investment memoranda and related filing fees; (C) all advertising expenses; and (0) all other expenses incurred by them or any of them in connection with the public offering of the Bonds, including the fees and disbursements of Counsel retained by them. In the event that either party shall have paid obligations of the other as set forth in this Section 9, adjustment shall be made at the time of the Closing. 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 Springs, 400 North Edgemon Avenue, Winter Springs, Florida 32708, and any such notice or other communication to be given to the Underwriter may be mailed to Southeastern Municipal Bonds, Inc., 800 Trafalgar Court, Suite 350, Maitland, Florida 32751, Attention: Gary Akers. Any notice to the City or the Underwriter shall also be sent to Bryant, Miller & Olive, 700 Barnett Bank Building, Talla- hassee, Florida 32301, Attention: Randall W. Hanna, Esquire. 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 here- under or by virtue hereof. All your representations and agree- ments in this Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Bonds. 12. Waiver. Notwithstanding any provIsIon herein to the contrary, the performance of any and all obligations of the City hereunder and the performance of,any and all conditions con- tained herein for the benefit of the Underwriter may be waived by the Underwriter, in its sole discretion, and the approval of the Underwriter when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by appropriate officer or officers of the Under- writer and delivered to you. 13. No Liability. Neither the City, nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriter with any liabil- ity, or held liable to the Underwriter under any term or provi- sion of this Purchase Contract because of its execution or attempted execution, or because of any breach or attempted or alleged breach thereof. 14. Governing Law. This Purchase Contract, and the terms and conditions herein, shall constitute the full and com- plete agreement between the City and the Underwriter with respect to the purchase and sale of the Bonds. This Purchase Contract -13- shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, SOUTHEASTERN MUNICIPAL BONDS, INC. ~ ~ ,~E Vice PreSl nt Cll,~A A - Accepted this 17th day of May, 1985 ,DEPUTY LT2SMBPC -14- ,.... CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS SERIES 1985 EXHIBIT A TERMS OF BONDS Maturity Principal Interest October 1 Amount Rate Price 1985 $ 100,000 5.0000% 100% 1986 55,000 5.2500 100 1987 55,000 5.7500 100 1988 60,000 6.2500 100 1989 65,000 6.6250 100 1990 65,000 6.8750 100 1991 75,000 7.1250 100 1992 80,000 7.3750 100 1993 85,000 7.6250 100 1994 90,000 7.8750 100 1995 100,000 8.1250 100 1996 105,000 8.2500 100 1997 115,000 8.4000 100 1998 125,000 8.6000 100 1999 135,000 8.7000 100 2000 150,000 8.7500 100 2005 965,000 8.8750 100 2014 3,190,000 9,0000 100 Redemption Provisions The Series 1985 Bonds maturing before October 1, 1992 will not be subject to optional redemption. The Series 1985 Bonds maturing on or after October 1, 1992 are subject to redemption prior to maturity at the option of the City, in whole on any date, or in part on any interest payment date, on or after October 1, 1992. The City may select the maturities of the Series 1985 Bonds to be redeemed and if less than all Series 1985 Bonds of a maturity are called for redemption, the selection of the particular Series 1985 bonds to be called for redemption shall be by lot in any customary manner of selection as designated by the City, and any such redemption shall be made at the following redemption prices (expressed below as a percentage .. of the principal amount being redeemed) plus accrued interest to the redemption date: Period During Which Redeemed Redemption Price October 1, 1992 to September 30, 1993 102 % October 1, 1993 to September 30, 1994 101.5 October 1, 1994 to September 30, 1995 101 October 1, 1995 to September 30, 1996 100.5 October 1, 1996 and thereafter 100 The Series 1985 Bonds due October 1, 2005 and October 1, 2014, (the "Term Bonds") will be subject to mandatory redemption prior to maturity, on October 1, 2001, and October 1, 2006, respectively, and on each October 1 thereafter at 100% of the principal amount of such Series 1985 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, 2005 October 1 Amount October 1 Amount 2001 2002 2003 $160,000 175,000 190,000 2004 2005 $210,000 230,000 TERM BONDS DUE OCTOBER 1, 2014 October 1 Amount October 1 Amount 2006 2007 2008 2009 2010 $245,000 265,000 295,000 315,000 345,000 2011 2012 2013 2014 $375,000 415,000 450,000 485,000 Notice of redemption will be mailed to the holders of the Series 1985 Bonds to be redeemed not less than thirty (30) days prior to the redemption date, but in no event will such mailing be a condition precedent to redemption nor will the failure to mail notice affect the validity of the redemption proceedings. EXHIBIT B $5,615,000 CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS SERIES 1985 The following information is provided in accordance with the disclosure requirements of Section 218.385, Florida Statutes: I. Estimated Underwriting Spread (per $1,000) Average Takedown $ 15.41 Underwriting Risk 1.50 Management Fee 9.00 Expenses 6.59 Total Underwriting Spread $ 32.50 ' II. Expenses Detail (per $1,000) Legal $16,845 $ 3.00 Clearing, Delivery and Funds Transfer 8,422 1. 50 Corrununications 2,807 .50 8,928 1. 59 Travel and Miscellaneous Total Expenses $37,002 $ 6.59 III. No fee, bonus or other compensation is to be paid to any person not regularly employed by the Underwriter. IV. MANAGING UNDERWRITER Southeastern Municipal Bonds, Inc. 800 Trafalgar Court Maitland, Florida 32751 Submitted: May 17, 1985