HomeMy WebLinkAboutSoutheastern Municipal Bonds Purchase Contract -1989 05 01
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CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS,
SERIES 1989
PURCHASE CONTRACT
May 1, 1989
The Honorable Mayor and
City Conunission
City of Winter Springs
1126 East S.R. 434
Winter Springs, Florida 32708
Dear Mayor and Conunissioners:
Sou theas tern Munic i pal Bonds, I nc. (the it Underwr iter" ), 0 f f ers
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 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 $9,000,000 aggregate principal amount of
Improvement Refunding Revenue Bonds, Series 1989 (the, "Bonds") .
The bonds shall be dated as of May 1, 1989, and shall mature on the
dates and in such principal amounts, bear such rates of interest
and be subject to such other terms as set forth in Exhibit A to
this Purchase Contract. Such interest shall be payable on each
April 1 and October 1, commencing October 1, 1989. The purchase
price of the Bonds shall be $8,811,000, plus accrued interest on
Bonds from May 1, 1989 to the date of Closing '(as hereinafter
defined). The Bonds shall initially be offered to the public 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
Chapter 166, Part II, Florida Statutes, and other applicable
provisions of law (the "Act"), and a Resolution of .the City adopted
on May 1, 1989, as amended and supplemented (collectively, the
"Resolution") . The City acknowledges receipt of the disclosure
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statement required by Section 218.385(4), Florida Statutes, as
amended, in the form attached hereto as Exhibit B.
2. Good Faith Check. Delivered to the City herewith is a
check in the amount of $90,000 payable to the order of the City.
If you accept this offer, you agree to hold said check uncashed as
security for the performance by the Underwriter of its obligations
to accept and pay for the Bonds at the Closing, and in the event
of its compliance with such obligations, to return said check to
the Underwriter at Closing. In the event you do not accept this
offer, such check shall be immediately returned to the Underwriter.
In the event of your failure to deliver the Bonds at the Closing,
or if you shall be unable to satisfy the conditions of the
obligations of the Underwriter contained herein (unless waived by
the Underwriter), or if the obligations of the Underwriter shall
be terminated for any reason permitted by this Purchase Contract,
this Purchase Contract shall terminate and said check shall be
immediately returned to the Underwriter. In the event that the
Underwriter fails (other than for a reason permitted hereunder) to
accept and pay for the Bonds at the Closing as herein provided,
said check may be retained by you as and for full liquidated
damages for such failure and for any defaults hereunder on the part
of the Underwriter, and, except as set forth in Section 9 hereof,
the retention of such amounts shall constitute a full release and
discharge of all claims and damages for such failure and for any
and all such defaults. The Underwriter understands that in such
event your actual damages may be greater or may be less than such
sum. Accordingly, the Underwriter hereby waives any right to claim
that your actual damages, are less than such sum, and your
acceptance of this offer shall constitute a waiver of any right
you may have to additional damages from the Underwriter.
3. Offerinq. It shall be a condition of your obligation to
sell and deliver the Bonds to the Underwriter, and the obligation
of the Underwriter to purchase and accept delivery of the Bonds,
that the entire aggregate principal amount of the Bonds shall be
sold and delivered by you and accepted and paid for by the
Underwriter at,the Closing.
4. Official Statement. With'your acceptance hereof, you
will deliver to the Underwriter at or prior to closing sufficient
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, a~ the same may be modi~ied, 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.
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5 . 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, (d) Preliminary Official Statement (e) the
Escrow Deposit Agreement, dated as of May 1, 1989 (the "Escrow
Deposit Agreement"), between the City and Sun Bank, National
Association, Orlando, Florida (the "Escrow Agent"), and (f) any
other documents related to the transactions contemplated in the
Official Statement in connection 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 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;
(b) 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, other than the Bonds, without
giving prior written notice thereof to the Underwriter;
(c) the City is, and will be at the date of Closing,
duly organized and validly existing as a municipal corporation
under the Constitution and laws 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 and the Escrow Deposit
Agreement, (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, 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 and
this Purchase Contract;
(e) 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 the Escrow Deposit
Agreement and this Purchase Contract and will perform all other
obligations on its part in connection with the issuance of the
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Bonds and the consummation by it of all other transactions contem-
plated by this Purchase Contract in connection with the issuance
of the Bonds; and upon delivery of the Bonds, the Resolution will
constitute a 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;
(f) when delivered to and paid for by the Underwriter
at the Closing in accordance with the provisions of this Purchase
Contract, the Bonds wi,ll 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 Public
Service Tax and the Electric Franchise Fees all as defined in the
Resolution and described in the Official Statement, (collectively,
the "Excise Taxes"), 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;
(g) as of the date thereof the Preliminary Official
Statement did riot contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(~) the City has duly and validly levied and imposed the
public serv1ce tax and the electric franchise fees as described in
the Official Statement;
(i) the City is lawfully empowered to pledge and grant
a first lien on the Excise Taxes for payment of the principal of,
redemption premium, if any, and interest on the Bonds;
(j) 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 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 ahy 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;
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(k) at the time of Closing, the City will be in
compliance 1n 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;
(1) at the time of Closing, 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 under this Purchase Contract, the Escrow Deposit
Agreement and the Resolution shall have been obtained and shall be
in full force and effect;
(m) 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, or which is necessary in order to
make the statements contained therein, in light of the
circumstances under which they were made, not misleading, the City
shall notify the Underwriter and if in the 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
in accordance with the Resolution;
(n) 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 Excise Taxes or the pledge of
and first lien on the Excise Taxes, 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 Escrow Deposit Agreement, the Resolution or this Purchase
Contract, or exclusion from gross income 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 adoption of. the Resolution, or the execution and delivery by
the City of this Purchase Contract or the Escrow Deposit Agreement;
and '
(0) the City will furnish such information, execute such
inst,ruments 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
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designate, and (il) 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 qua11fy to
do business in connection with any such qualification or determina,..
tion in any jurisdiction.
7. Closing. At 10:00 a.m., New York City time, on May 25,
1989 or at such time on such ,earlier or later date as shall be
agreed upon (the "Closing"), 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 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 location ,as
may be agreed upon by you and the Underwriter the purchase price
of the Bonds as set forth in Section 1 hereof, plus accrued
interest from May 1, 1989 to the date of Closing 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.
8. Closinq Conditions. The Underwriter has entered ,into
this Purchase Contract in reliance upon the' representations and
agreements 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, in the
discretion of the Underwriter, to the following conditions:
( a) the representations and agreements of the Ci ty
contained herein shall be true and correct and complied with as of
the date hereof and as of the date of the Closing, as if made on
the date of the Closing;
, (b) at the time of the Closing, the Resolution shall be
in full force and 'effect in accordance with its terms and shall not
have been amended, modified or supplemented, and the Official
Stat~ment 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, the Resolution, the
Bonds and the Escrow Deposit Agreement shall be in full force and
effect in accordance with their respective terms and shall not have
been amended, modified pr supplemented in any material respect,
except in each case-as may have been agreed to by the Underwriter,
and at or prior to the Closing, the City will take,all necessary
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action to defease the obligations imposed by its Improvement
Revenue Bonds, dated April 1, 1979, and the Improvement Revenue
Refunding Bonds, Series 1985 (the "Refunded Bonds");
(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,
legislation shall have been enacted by the Congress of
the United States, or enacted by the Legislature of the
State of Florida, or recommended to the Congress for
passage by the President of the United States, or
recommended to the Legislature for passage by the
Government of the State of Florida or favorably reported
for passage to either House of Congress of the United
States or of the Legislature of the State of Florida by
any Committee of such House, or passed by either House
of Congress of the United States or of the Legislature
of the State of Florida, or a decision shall have been
rendered by a court. of the United States or the United
States Tax Court or by a court of the State of Florida,
or a ruling shall have been made or a regulation shall
have been proposed or made by the Treasury Department
of the United States or the Internal Revenue Service,
with respect to the Federal taxation or by the State of
Florida or any agency thereof, with respect to Florida
State or local taxation of interest received on
obligations of the general character of the Bonds, which,
in the opinion of the Underwriter has, or will have, the
effect of making such interest taxable, or;
(ii) between the date hereof and the Closing,
legislation shall be enacted or any action shall be taken
by the Securities and Exchange Commission which, in the
opinion of the Underwriter, has the effect of requiring
the contemplated issuance of 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 described in paragraph (m) of
Section 6 hereof shall have occurred which requires an
amendment or supplement to the Official Statement and
which, in, the 'opinion of the Underwriter, adversely
affects the marketability of the Bonds or the market
price, or;
. (iv), in the op1n10n of the Underwriter, payment for
and delivery of the Bonds is rendered impracticable or
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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 shall have been
declared or shall have been commenced in fact, or other
national calamity shall have occurred, or;
(v) an order, decree or injunction of any court of
competent jurisdiction, or any order, ruling, regulation
or administrative proceeding by any governmental body or
board, shall have been issued or commenced, or any
legislation enacted, with the purpose or effect of
prohibiting the issuance, offering or sale of the Bonds
as contemplated hereby or by the Official Statement or
prohibiting the adoption or performance of the
Resolution, or;
(vi) the 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 Excise Taxes,. or there has been an adverse
change of a material nature in the financial position,
results of, operations or condition, financial or
otherwise, of the City in either case 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 quality
of the Bonds or the ability of the Underwriter to market
the Bonds, or;
(vii) AMBAC Indemnity (the "Insurer") shall inform
the City or the Underwriter that it will not issue to the
City an insurance policy in substantially the form set
forth in an Appendix 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) 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 more than
the permitted yield on the Bonds.
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(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,
the City Clerk and the City Manager;
( 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;
(iii) City Ordinance No. 454, levying the public
service tax, certified by the City Clerk under seal as
having been duly enacted by the City and as being in
effect;
, (iv) City Ordinance No. 290 and City Ordinance No.
297, imposing the electric franchise fees, certified by
the City Clerk under seal as having been duly enacted by
the City and as being in effect; ,
(v) an unqualified final approving opinion of
Parker, ~ohnson, Owen, McGuire, Michaud, Lang &
Kruppenbacher, P.A. ("Bond Counsel"), addressed to you,
dated the date of the Closing, in substantially the form
included in the Official Statement as an Appendix;
(vi) 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)(x) hereof may be relied upon by the
Underwriter to the same extent as if such opinion were
addressed to the Underwriter;
(vii) an unqualified op~n~on 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 Statement on the cover page thereof
and under the headings, "Purpose of the 1989 Bonds", "The
Refunding Program", "Estimated Sources and Uses of Bond
Proceeds", "Security for the 1989 Bonds", "Description
of the 19,89 Bonds ", "Public Service Tax", "Franchise
Fees", "Tax Exemption", Appendix A - Summary of Certain
Provisions of the Bond Resolution insofar as such
information purports to be the descriptions or summaries
of the Resolution, the Bonds, the Act and the
Constitution and ,laws of the State of Florida, such are
fair statements or summaries of the matters set forth or
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documents referred to therein, (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.
(viii) an unqualified op~n~on of Parker, Johnson,
Owen, McGuire, Michaud, Lang & Kruppenbacher, P . A. ,
Counsel to the City, addressed to you, and the
Underwriter and dated the date of the Closing, to the
effect that, (A) the City is a municipal corporation
under the Constitution and laws 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 authorize and issue
the Bonds and to authorize, execute and deliver and to,
perform its obligations under this Purchase Contract and
the Escrow Deposit Agreement, (B) the City has duly
adopted the Resolution, and has duly authorized, executed
and delivered this Purchase Contract and 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 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 has duly and validly levied and imposed the
public 'service tax and the electric franchise fees as
described in the Official Statement, (D) with respect to
the information in the Official Statement and based upon
its 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 statistical data contained therein, as
to which no vie~ 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 Ci ty , and the City has
consented to the use thereof by the Underwriter, (F) 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 the provisions hereof and thereof, will not conflict
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with, or constitute a breach of or default 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, 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 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 Excise Taxes 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
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,
r.es,train or enjoin the sale, issuance or delivery of the.
Bonds, or the collection of the Excise Taxes, or the
pledge of and, first lien on the Excise Taxes, 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 Escrow
Deposit,Agreement, the Resolution or this Purchase Con-
tract, or contesting the completeness or accuracy of the
Official Statement or any supplement or amendment there-
to, '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 of
this 'Purchase Contract or the Escrow Deposit. Agreement
or the organization or existence of the 'City or the title
to office of the officers thereof;
(ix) 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
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material respects and are complied with as of the time
of Closing, (-B) to the best of their knowledge the,
Official Statement did not as of its date, and does not
as of the date of Closing, contain any untrue statement
of a material fact or omit to state a material fact which
should be included therein for the purposes for which the
Official Statement is to be used, or which is necessary
in order to make the statements contained therein, in
light of the circumstances in which they were made, not
misleading and (c) except as disclosed in the Official
Statement, no ,litigation or other proceedings are pending
or, to the' best of their knowledge, threatened in any
court or other tribunal or competent jurisdiction, state
or federal, in any way (i) restraining or enjoining the
issuance, sale or delivery of any of the Bonds, or (ii)
questioning or affecting the validity of this Purchase
Contract, the Bonds, the Resolution, the Escrow Deposit
Agreement or the pledge by the City to the Bondholde~s
of any moneys or other security provided, under the
Resolution, or (iii) questioning or affecting the
organization or existence of the City or the title to
office of the officers thereof;
(x) 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 the basis of such facts, estimates and
circumstances in existence of the date of the Closing,
it is not expected that the proceeds of the Bonds will
be used in a manner that would cause such Bonds to be
"arbitrage bonds" within the meaning of Section 148 of
the Internal Revenue Code of 1986, as amended, and the
regulations prescribed thereunder ( collectively, the
"Code"); ,
(xi) evidence,- satisfactory to the Underwriter,
dated the date of the Closing, to the effect that payment
for the insurance p~licy 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;
(xii) 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 authority to execute and deliver the insurance
policy for the Bonds (the "Policy") and the Policy has
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been duly authorized, executed and delivered by the
Insurer and consti tutes 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 "Municipal Bond
Insurance," insofar as such statements constitute
summaries of the matters referred to therein, accurately
reflect the information proposed to be shown and, insofar
as such statements purport to describe the Insurer,
accurately describe the Insurer;
(xiii) 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;
(xiv) a certificate, dated the date of Closing,
signed by a duly authorized officer of the Escrow Agent,
to the effect that (A) the Escrow Agent is duly
incorporated and validly existing in good standing under
the laws of the United States as a bank, with full power
and authority (corporate and other) to conduct its
business and affairs as Escrow Agent, (B) the Escrow
~gent 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 Escrow Agent,
and assuming 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 Escrow Agent enforceable in accordance
with its terms, and (D) the execution and delivery by the--
Escrow Agent of the Escrow Deposit. Agreement is not, and
the performance of ,its obligations thereunder will not
be, inconsistent with its charter or byiaws, do not and
will not contravene any "law, governmental rule or
regulation, judgment or'order applicable 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 t~e 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;
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(xv) a letter from Kane & Associates, independent
certified public accountants, addressed to the
Underwriter and dated the date 'of Closing, in
substantially the form attached hereto as Exhibit C;
(xvi) a report dated the date of the Closing from
Arthur Young & Company, independent certified public
accountants, verifying the accuracy of ,(A) the
mathematical computations of the adequacy of the maturing
principal amounts and interest of the United States
government obligations to pay, when due, the principal
of and interest on the Refunded Bonds and to redeem such
Refunded Bonds, (B) schedules furnished to such firm
showing the outstanding principal amount, interest rates
and' redemption provisions of the Refunded ,Bonds (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 148 of the Internal Revenue Code of
1986, as amended, and the regulations prescribed or
proposed thereunder;
(xvii) 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 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 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 delivery of
and to pay for the Bonds contained in this Purchase Contract and
the Underwriter does not waive such inability in writing, or if the
obligations of the Underwriter to purchase, to accept delivery of
and to pay for the Bonds shall be terminated 'for any reason
permitted by this Purchase Contract, this Purchase Contract shall
terminate and neither the Underwriter nor the 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 obligation
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, printing and delivery of'
the Resolution; (b) the cost of preparation, printing and delivery
of the Preliminary Official Statement and the Official Statement
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and any supplements of amendments thereto; (C) the cost of
preparation and printing of the Bonds; (d) the fees and disburse-
ments of Bond Counsel and the City Attorney; (e) the fees and
disbursements of the City's certified public accountants; (f) the
fees and disbursements of any accountants and other experts,
consultants or advisors retained by the City; (g) the fees and
expenses of the Escrow Agent, the Registrar, the Paying Agent, and
of their respective counsel; and (h) the cost of the verification
required by Section 8(e) (xvii) hereof.
The Underwriter shall pay: (a) the cost of preparing delivery
of any agreements among the Underwriter; (b) the cost of preparing,
printing and delivery of this Purchase Contract; (c) the cost of
all "blue sky" and legal investment, memoranda and related filing
fees; (d) all advertising expenses; and (e) all other expenses
incurred by them or any of them in connection with the public
offering of the Bonds. 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, 1126 East S.R.
434, Winter Springs, Florida and any such notice or other
communication to be, given to the Underwriter may be mailed to
Southeastern Municipal ,Bonds, Inc., Post Office 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 hereof. All representations, warranties and agreements in
this Purchase Contract shall remain operative and in full force and
effect and shall survive the delivery of the Bonds.
12. Waiver. 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 Underwriter may be waived
by the Underwriter, in its sole discretion, and the, approval of the
Underwriter when required hereunder or the determination of its
satisfaction as to any document referred to herein shall be in
writing,: ,signed .by appropriate officer or officers of the
Underwriter and delivered to you.
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.
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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.
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. tv\... . · t . ~
V~nt
Accepted this ~ay Of~ 198~
CITY OF WINTER SPRINGS, FLORIDA
.,.
Attest:
lPl'U "-r; ~,
Clty cTerk
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The 1989 Bonds maturing after October 1, 1998 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, 1998 in inverse order of their maturities (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 Period
(Both Date~ Inclusive)
October 1, 1998 to SeptemQer 30, 1999
October 1, 1999 to SeptemQer 30, 2000
October 1, 2000 and thereafter
Redemption
Price
102%
101%
100%
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MandatorvRedemotion
The 1989 Bonds maturing on October 1, 2005 and October 1, 2014
(the "Term Bonds" ) are subject to mandatory redemption prior to
maturity on October 1, 2001, and October 1, 2006, 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 1989 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
2001 $295,000
2002 315,000
2003 335,000
2004 365,,000
2005 (maturity) 390,000
TERM BONDS DUE October 1, 2014
October 1 Amount
2006 $420,000
2007 450,000
2008 485,000
2009 520,000
2010 560,000
2011 600,000
2012 645,000
2013 690,000
2014 (1I.l_~.t~r i ty) 745,000
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EXHIBIT B
May 1, 1989
The Honorable Mayor and City Commission
City of Winter Springs
Winter Springs, Florida
Re: City of Winter Springs, Florida
Improvement Refunding Revenue Bonds, Series 1989
Dear Mayor and Council Members:
In connection with the proposed issuance of the City of Winter
Springs, Florida, (the "City") of $9,000,000 principal amount of
Improvement Refunding Revenue Bonds, Series 1989, referred to above
(the "Bonds"), Southeastern Municipal Bonds, 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
certa;in 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-I! attached hereto.
(b) No person has entered into an understanding wi th the
Underwriter, or to the knowledge of the Underwriter, with
the City for any paid or promised compensation or valuable
consideration, directly or indirectly, 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.
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Mayor and City Council Members
May 1, 1989
Page Two
(c) The amount of underwriting spread expected to be realized:
Underwriting Spread
(Per S L 000 )
$9.16
1.00
4.50,
6.34
$21. 00
Sales Credit
Underwriting Risk
Management Fee
Underwriter's Expenses
(d) 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 regula~ly employed
or retained by the Underwriter, (including any, "finder"
as defined in Section 218.386(1)(a), Florida Statutes,
as amended), ~xceptas specifically enumerated as
expenses to be incurred and paid by the Underwriter, as
set forth in Schedule B-I attached .hereto and as
specifically enumerated as expenses to be incurred by the
City and paid by the Underwriter, as set forth in
Schedule B-II attached hereto.
We understand that you do not require any further disclosure
from the Underwriter, pursuant to Section 218.385 (4), Florida
Statutes, as amended.
Very truly yours,
SOUTHEASTERN MUNICIPAL BONDS, INC.
601 S. Lake Destiny Road, Suite 300
Mait and, Florida 32751
By:
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SCHEDULE 8-1
$9,000,000
CITY OF WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1989
Underwriter's Expenses
Clearance
Federal Funds
Computer
Reproduction and
Courier Service
Travel, Closing and
Miscellaneous Expenses
$ 1. 00
.25
2.50
.40
2.19
$6.34'
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SCHEDULE B-II
$9,000,000
WINTER SPRINGS, FLORIDA
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1989
Estimated Issuance Expenses
Legal Expense
$48,000
Escrow Agent
4,000
2,000
1,500
4,500
5,000
Auditors
, Paying Agent/Registrar
CPA Verification
Official Statement Printing
Bond Printing
Closing and Miscellaneous
Expenses
2,500
Total Expenses
5,000
$72,500
Insurance Premium (.45% of total P&I
includes $5,500 S&P Fee)
$91,225.3l
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EXHIBIT C
LETTERHEAD OF (CPA)
_, 19
Southeastern Municipal Bonds, Inc.
Post Office Box 3333
Orlando, Florida 32802
RE: City of Winter Springs, Florida
Improvement Refunding Revenue Bonds, Series 1989
Gentlemen:
We have examined the financial statements of the City of
Winter Springs, Florida (the "City") as of and for the year ended
September 30, 1988. We acknowledge and consent to the inclusion
of our accountants' report dated _, 1989 as Appendix
C of the Official Statement dated May _, 1989 of the City in
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 of 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 Public Accountants.
2. For purposes of this letter we have read the minutes of
the City from September 30, 1988 through May _, 1989 (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._, 1989 (a date
not more than 5 days prior to the date of Closing) were set forth
therein; and we have carried out other procedures to May , 1989
(a date not more than 5"days prior to the date of Closing), as
follows:
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a. With respect to the period from September 30, 1988 to May
, 1989, we have:
i. Read the unaudited financial statements of the City
as of , 19 furnished to us by the City
officials of theCity having advised us that no such
financial statements as of any date or for any
period subsequent to __, 1989, were
available;
ii. Made inquiries 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, 1988, included in
the Official Statement.
b. With respect to the period from September 30,1988 to May
__, 1989 (a date not more than 5 days prior to the date of
Closing), we have:
i. Read the unaudited daily cash receipts accounting
records relating to revenues of the City derived
from the Public Service Tax and the Electric
Franchise Fees, each as defined in Resolution and;
ii. Made inquiries of certain officials of the City who
have responsibility for financial and accounting
matters regarding whether the unaudited daily cash
receipts accounting records referred to in b.(i.)
and b. (ii.) are stated and prepared on a basis
substantially consistent with the preceding months
of the current fiscal year and prior fiscal year.
c. ,With respect to the Official Statement dated bonds, we
have': ,
,i. Read the information included in the Official
Statement concerning the Public Service Tax and the
historical Public Service Tax Revenues received by
the City;
ii. Read the information contained in the Official
, ,
Statement concerning the Electric Franchise Fees and
the historical Electric Franchise Fees received by
the City; and
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iii. Compared the information referred to in c.(i.),
c. (ii.) and with the audited and unaudited financial
statements or accounting records of the City from
which such information was derived.
On the basis of these inquiries, nothing has come to our
attention that caused us to believe that (a) there has been any
decrease, as compared with the corresponding period ended (the date
corresponding to the partial period described above) of the
preceding fiscal year, the Utility Service Tax and the Electric
Franchise Fees, or (b) the information included in the Official
Statement concerning the Public Service Tax and the Electric
Franchise Fees and historical revenues derived from the Public
Service Tax and Electric Franchise Fees received are not in
agreement with the audited and unaudited financial statements or
accounting records 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 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
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.
25