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HomeMy WebLinkAboutHanifen, Imhoff (1) -2000 10 03 .. ! i ; . I I . $6,969,191.35 " CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000 BOND PURCHASE AGREEMENT October 3, 2000 Honorable Members of the City Commission of the City of Winter Springs, Florida Winter Springs, Florida Ladies and Gentlemen: The undersigned, William R. Hough & Co, (the "Representative"), on behalf of itself and Gardnyr Michael Capital, Inc, and Hanifen, Imhoff, a division ofStifel Nicolaus & Company, Incorporated (collectively, the "Underwriters") offers to enter into this Bond Purchase Agreement (this "Agreement") with the City of Winter Springs, Florida (the "City"), which, upon the acceptance of this offer and the execution of this Agreement by the City, shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriters. This offer is made subject to your acceptance and execution of this Agreement on or before II :59 p.m., Eastern Time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Representative upon oral or written notice delivered by the Representative to the City at any time prior to the acceptance hereof by the City. Unless otherwise indicated, capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Bond Resolution (hereinafter defmed). 1. Purchase of Bonds; Security Deposit (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriters hereby agree to purchase from the City, and the City hereby agrees to issue, sell and deliver to the Underwriters, all (but not less than all) of the $6,969,191.35 aggregate principal amount of City of Winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 2000 (the "Series 2000 Bonds"), at a purchase price of$6,855,645.48 (representing the par amount of the Series 2000 Bonds less an original issue discount of$60,255.35 and an Underwriters' discount of$53,290.52) (the "Purchase Price"), plus accrued interest on the Current. Interest Bonds from October 1, 2000 to the' Closing Date (hereinafter defined). The Underwriters agree to make a bona fide public offering of substantially all of the Series 2000 Bonds to the public at initial public offering prices not greater than (or yields not less than) the initial public offering prices (or yields) set forth in the Official Statement (hereinafter defined); provided, however, that,the Underwriters reserve the right to make concessions to certain dealers, certain dealer banks and banks acting as agents and to change such initial public offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2000 Bonds, (b) The Representative has delivered to the City herewith a corporate check equal to $70,000 as a security deposit, payable to the City, In the event you do not accept this offer, such check shall be J :/Bonds/WRHough/6046/BP A2, doc 1 immediately returned to the Representative uncashed. If this offer is accepted, the check will be held un cashed as security for the performance by the Underwriters of their obligations to purchase, to accept delivery of and to pay for the Series 2000 Bonds at the Closing. In the event of your failure to deliver the Series 2000 Bonds at the Closing, or if you shall be unable to satisfy the conditions ofthe obligations of the Underwriters contained herein, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Agreement, the check shall be immediately returned to the Representative uncashed, and such return shall constitute a full release and discharge of all claims by the Underwriters arising out of the transactions contemplated hereby. In the event that the Underwriters fail (other than for reasons permitted hereunder) to accept delivery of and to pay for the Series 2000 Bonds at the Closing, the check shall be cashed and the proceeds thereof retained by you as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters, and such retention shall constitute a full release and discharge of all claims by the City against the Underwriters arising out of the transactions contemplated hereby. 2, The Series 2000 Bonds. The Series 2000 Bonds shall be as described in, and shall be issued and secured under and pursuant to, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions oflaw (collectively, the "Act") and Resolution 665 of the City Commission of the City (the "City Commission"), as amended and supplemented from time to time, and particularly as amended and supplemented by Resolution 2000-32 and 2000-36 adopted by the City Commission on October 3, 2000 (collectively, the "Bond Resolution"). The Series 2000 Bonds shall mature on such dates, shall bear interest at such rates, and shall be subject to redemption as set forth in Exhibit "A" attached hereto. In connection with the public offering of the Series 2000 Bonds, the Representative has delivered to the City a letter containing the information required by Section 218.385, Florida Statutes, which letter is in the form attached hereto as Exhibit "B," and the Issuer and the Representative have delivered the truth-in-bonding statement in Section 4 hereof as required by Sections 218.385(2) and (3), Florida Statutes. 3. Purpose of the Series 2000 Bonds. The City is proposing to issue the Series 2000 Bonds, together with other legally available funds of the City, (i) to advance refund all of the City's outstanding Subordinate Water and Sewer revenue Bonds, Series 1997 (ii) finance capital improvements to the Water and Sewer System (the "System"), (iii) to make a deposit to the subaccount in the Reserve Account established for the benefit of the Series 2000 Bonds of an amount equal to the Reserve Requirement on the Series 2000 Bonds, and (iv) to pay costs of issuance ofthe Series 2000 Bonds including the municipal bond insurance premium. It shall be a condition to the obligation of the City to sell and deliver the Series 2000 Bonds to the Underwriters, and the obligations of the Underwriters to purchase and accept delivery of the Series 2000 Bonds, that the entire aggregate principal amount of the Series 2000 Bonds shall be sold and delivered by the City and paid for by the Underwriters at the Closing. 4. Tmth-In-Bonding Statement. The Series 2000 Bonds are being issued for the purposes described in Section 3 hereof, and are expected to be repaid over a period of approximately 30 years. At a true interest cost rate of 5.88%, total interest paid over the life of the Series 2000 Bonds will be $16,527, 168.65 (exclusive of accrued interest). As more fully described in the Official Statement, the source of repayment or security for the Series 2000 Bonds are the Net Revenues derived by the City from the operation of the System (collectively, the "Pledged Funds") on parity and equal status with the City of Winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 1991, and City of Winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 1992. Authorizing the Series 2000 Bonds will result in a maximum of$783,212.00 of such Pledged Funds not being available to finance other services of the City each year over the approximate 30 year period. 5, Official Statement. As soon as practicable after the date hereof, and, in any event, no later than seven (7) business days after the date hereof, the City shall, so as to enable the Underwriters to comply with the J:lBondslWRHough/6046/BP A2.doc 2 . provisions of the Securities and Exchange Commission ("SEC") Rule 15c2-12 (the "Rule"), deliver to the w Underwriters a sufficient number of printed copies of the final Official Statement with respect to the Series 2000 Bonds, dated the date hereof (including the cover page, the summary statement and the appendices contained therein, the "Official Statement"). 6. Use of Preliminary Official Statement and Official Statement. The City hereby authorizes and ratifies the use by the Underwriters of the Preliminary Official Statement, dated September 26, 2000 (which, together with the cover page, summary statement and all appendices included therein is herein called the "Preliminary Official Statement"), prior to the date hereof, and authorizes the use by the Underwriters of the Official Statement, as the same may be modified, amended or supplemented upon mutual agreement of the City and the Underwriters in connection with the public offering and sale of the Series 2000 Bonds. 7. Representations and Warranties of the City. The City represents and warrants to the Underwriters as follows: (a) As of their respective dates, at the time of acceptance hereof and at the time of Closing, the statements and information contained in the Preliminary Official Statement (other than as modified in the Official Statement), the Official Statement, and this Agreement supplied by the City are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light . of the circumstances under which they were made, not misleading. In addition, any amendments to the Official Statement prepared and furnished by the City pursuant hereto will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light ofthe circumstances under which they were made, not misleading. (b) As of its date, the Preliminary Official Statement was deemed "fmal" by the City for purposes of paragraph (b)( I) of the Rule and, as of the date hereof, the Official Statement is deemed "[mal" by the City for purposes of the Rule. (c) The City has duly authorized the execution, delivery and due performance of this Agreement. (d) When executed and delivered by the City in accordance with the provisions of this Agreement, the Series 2000 Bonds will have been duly authorized by the City, in the manner required under applicable law, executed, issued and delivered and will constitute valid and binding special obligations of the City, enforceable against the City in accordance with their terms, in conformance with the Act and the Bond Resolution, such enforceability being subject to bankruptcy, insolvency, reorganization, moratorium or similar laws, relating to or affecting the enforcement of creditors' rights generally and to the exercise of judicial discretion in accordance with general principles of equity. (e) The adoption by the City of the Bond Resolution, the enactment of the ordinance or ordinances by the City Council which established the rates, fees and charges applicable to users ofthe System (collectively, the "Rate Ordinances"), the execution and delivery by the City of this Agreement, the blanket letter of representations entered into between the City and The Depository Trust Company, New York, New York ("DTC") (the "DTC Agreement"), the Series 2000 Bonds, and any other documents executed and delivered by the City in connection with the issuance of the Series 2000 Bonds (collectively, including the Bond Resolution and the Rate Ordinances, the "Bond Documents") and the compliance by the City with the provisions thereof will not in any material respect conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or other instrument to which the City is a party or by which the City is bound, or any existing law, administrative regulation, court order or consent decree to which the City or its property is subject. J :/Bonds/WRHough/6046/BP A2. doc 3 . . (f) The City will furnish such information, execute such instruments and take such other action in cooperation with the Representative as the Representative may reasonably request, to (i) qualify the Series 2000 Bonds for offer and sale under the Blue Sky or other securities laws or regulations of such states and other jurisdictions of the United States of America as the Representative may designate, if required by the Representative, and (ii) determine the eligibility of the Series 2000 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 Series 2000 Bonds. This paragraph shall not, however, require the City to submit to the jurisdiction of a court of any state other than Florida. (g) Between the date of this Agreement and the time of Closing, the City will not execute any bonds, notes or other obligations for borrowed money secured by the Pledged Funds, other than the proposed issuance or the issuance of which is referred to explicitly in the Official Statement, without giving prior written notice thereof to the Representative, (h) The City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation under the Constifution and laws of the State of Florida, with the power and authority set forth in the Act. (i) The City (i) has full legal power and authority to adopt and execute the Bond Resolution; to enact and execute the Rate Ordinances; to execute and deliver this Agreement and the other Bond Documents; to issue, sell and deliver the Series 2000 Bonds; and to carry out and consummate the transactions contemplated by this Agreement, the Official Statement and the other Bond Documents; (ii) has in full force and effect all consents, approvals, permits or other actions by or filings with any governmental authority required for the execution and delivery by the City of this Agreement and the other Bond Documents, for the adoption of the Bond Resolution, for the enactment of the Rate Ordinances, and for the performance by the City ofthe fmancing transactions contemplated thereby; (iii) represents that from the time of acceptance by the City hereof through the date of the Closing, except as contemplated by the Official Statement, the City will not incur any material liabilities, direct or contingent, or enter into any transaction that could adversely affect the transactions contemplated hereby or by the Bond Documents, and there shall not have been any material adverse change in the condition, fmancial or physical, of the City or the System that could adversely affect the transactions contemplated hereby other than changes in the ordinary course of business or in the normal'operation of the facilities operated by the City; and (iv) represents that the execution and delivery by the City of this Agreement and the other Bond DocuIl1ents, the adoption of the Bond Resolution, the enactment of the Rate Ordinances, and the compliance by the City with the provisions thereof, and the carrying out and consummation by the City of its obligations under such documents and instruments will not conflict with or constitute a breach of or a default under any law, administrative,regulation, court decree, instrument or agreement to which the City is subject or by which the City is or any of its properties are bound. G) lfbetween the date of this Agreement and the date which is twenty-five (25) days from the end of the underwriting period(as such term is defmed in paragraph (e)(2) of the Rule) any event shall occur which, in the opinion of the City, would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstance~ under whiCh they were made, not misleading, the City shall notify the Representative and, if in the reasonable opinion of the Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in a form and iI~ a manner approved by the Representative and provide the Representative with sufficient copies of such supplement or amendment so as to enable the Underwriters to comply with the provisions of paragraph (b)(4) of the Rule. J :/Bonds/WRHough/6046/BP A2, doc 4 (k) 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 Series 2000 Bonds or contesting the validity or enforceability ofthe Act in any respect relating to authorization for the issuance ofthe Series 2000 Bonds, the adoption of the Bond Resolution, the enactment of the Rate Ordinances, or contesting the pledge of the Pledged Funds to secure payment of the Series 2000 Bonds or contesting the collection and application of the Pledged Funds in accordance with the provisions of the Bond Resolution or contesting the exclusion from gross income for federal income tax purposes of interest on the Series 2000 Bonds, or contesting the completeness or accuracy ofthe Official Statement or any supplement or amendment thereto, or contesting the powers or the authority of the City for the issuance of the Series 2000 Bonds, the adoption of the Bond Resolution, the enactment ofthe Rate Ordinances, or the execution and delivery by the City of this Agreement and the other Bond Documents. (I) The City is lawfully empowered to pledge and grant a first lien upon the Pledged Funds for payment of the principal of, redemption premium, if any, and interest on the Series 2000 Bonds on parity and equal status with the obligations hereinbefore described. (m) The City will not take or omit to take any action which action or omission willin any way cause the proceeds from the sale of the Series 2000 Bonds to be applied in a manner contrary to that provided for in the Bond Resolution and as described in the Official Statement. (n) The City has undertaken pursuant to the Bond Resolution to comply with the provisions of the Rule, as defmed in Paragraph 5 above, by providing certain annual financial information, audited fmancial statements and material event notices, as described in the Bond Resolution. The City has not previously been subject to such provisions of the Rule. A description of the City's undertaking is also set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. 8. The Closing. At 10:00 a.m., New York time, on October 12, 2000, or on such later time or date as may be mutually agreed upon by the City and the Representative (such time and date being herein referred to as the "Closing Date"), the City will, subject to the terms and conditions hereof, deliver the Series 2000 Bonds to DTC or its agent in New York, New York or at such other location as agreed to by DTC in such form as shall be acceptable to DTC (which shall include printed or typewritten Bonds if and to the extent required by DTC, registered in the name of its nominee, duly executed), and deliver to the Representative the other documents hereinafter mentioned; and, subject to the terms and conditions hereof, the Underwriters will pay the Purchase Price of the Series 2000 Bonds as set forth in Paragraph lea) hereof in federal funds or other immediately available moneys drawn to the order of the City, and the check delivered to the City pursuant to Paragraph l(b) hereof shall be returned to the Representative (such delivery of and payment for the Series 2000 Bonds is herein called the "Closing"). The City shall cause CUSIP identification numbers provided by the Representative to be typed on the Series 2000 Bonds, but neither the failure to type such numbers on any Series 2000 Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept delivery of and pay for the Series 2000 Bonds in accordance with the tenns of this Agreement. The Closing (except for delivery of the Series 2000 Bonds to DTC in New York, New York or at such other location as agreed to by DTC) shall occur at City Hall in Winter Springs, Florida or such other location as shall be agreed upon between the parties hereto. 9, Conditions of Closing. The Underwriters have entered into this Agreement 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 Underwriters hereunder are subject to the following conditions: J :/Bonds/WRHough/6046/B P A2.doc 5 (a) At the time of the Closing, (i) the Bond Documents, and any other documents deemed . necessary in connection with the issuance of the Series 2000 Bonds shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect prior to the Closing, except as may have been agreed to in writing by the City and the Representative, and the City shall have duly adopted and/or executed, as the case may be, and there shall be in full force and effect the Bond Resolution, the Rate Ordinances and such additional resolutions, or ordinances or agreements as shall, in the opinion of Anthony Garganese of Brown, Ward, Salzman & Weiss, P.A" Counsel to the City, Akerman, Senterfitt & Edison, P.A., Bond Counsel and Disclosure Counsel, and Bryant, Miller and Olive, P.A., Counsel to the Underwriters, be necessary in connection with the issuance of the Series 2000 Bonds, (ii) the representations and warranties of the City herein shall be true and accurate in all material respects, and (iii) the City shall perform or have performed all obligations required under or specified in this Agreement and the other Bond Documents to be performed at or prior to the Closing, (b) At or prior to the Closing, the Representative shall have received the following documents: (i) The approving opinion of Bond Counsel, dated the Closing Date, substantially in the form appended to the Official Statement as Appendix F and a letter of such Bond Counsel, dated the date of Closing and addressed to the Underwriters and the Insurer (hereinafter defmed), to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion were addressed to it. (ii) A copy of the opinion of Disclosure Counsel, dated the date of the Closing and addressed to the City substantially to the effect that: (A) the Series 2000 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (B) based upon their participation in the preparation of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the Closing Date, nothing has come to the attention of such Counsel causing them to believe that the Official Statement, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement and information in the Official Statement relating to DTC, the DTC Book- Entry Only system, the Insurer and its Policy, as to all of which no view need be expressed); and a letter of such Disclosure Bond Counsel, dated the date of Closing and addressed to the Underwriters, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion were addressed to it. ( iii) A certificate or certificates, dated the date of Closing, signed by the Mayor, the City Manager, and the Finance Director, in form and substance satisfactory to Bond Counsel, the Representative and Counsel to the Underwriters, in which such officials, to the best of their knowledge, state: (A) that the representations and warranties of the City herein contained are true and correct in all material respects as of the Closing, that the City has satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and that the infonnation and statements contained in the Official Statement are true, correct and complete in all material respects for the purposes for which such J:/Bonds/WRHough/6046/BP A2.doc 6 Official Statement is to be used, and, as to factual matters relating to the City and the System, nothing has come '. to their attention that would lead them to believe that such information in the Official Statement includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such certification shall not include the information concerning DTC and DTC's book-entry only system and the Insurer and its Policy (as hereinafter defined) contained in the Official Statement; (B) that no event affecting the City or the System has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein not misleading in any material respect; (C) that the financial statements and the other financial and statistical data relating to the City and the System included in the Official Statement are true and correct as of the date of such information included in the Official Statement; (D) that since the date of the financial statements included in the Official Statement, (i) no material adverse change has occurred in the [mancial condition ofthe City and (ii) the City has not incurred any material liabilities other than in the ordinary course of business, except as set forth in or contemplated by the Official Statement; and (E) that no obligations issued or guaranteed by the City are in default as to payment of principal or interest or have been in default as to payment of principal or interest at any time after December 31, 1975 (except with respect to conduit issues for which the City has no repayment obligation as to which no representation is made); (iv) An opinion, dated the date of Closing, of Counsel to the City, addressed to the City and to the Underwriters, in form and substance satisfactory to the Representative and Counsel to the Underwriters, to the effect that: (A) the City is a duly existing municipal corporation of the State of Florida (the "State") and had and has good right and lawful authority under the Constitution and laws of the State to adopt the Bond Resolution, to enact the Rate Ordinances, and to authorize and issue the Series 2000 Bonds; the execution, delivery and due performance of the Bond Documents were duly authorized by the City; the Bond Resolution has been duly adopted by the City, the Rate Ordinances have been duly enacted by the City, and each are in full force and effect and constitute the valid, legal and binding obligations ofthe City enforceable in accordance with their respective terms; and under the laws ofthe State, the holders of the Series 2000 Bonds are not precluded pursuant to any sovereign immunity laws or similar laws from bringing proceedings to enforce the obligations imposed by the Bond Resolution; (B) as of the Closing Date, the City has duly performed all obligations to be performed by it as of such date pursuant to the Bond Resolution; (C) the Bond .Documents have been duly authorized, executed and delivered by the City and constitute legal, valid and binding agreements 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; (D) the adoption of the Bond Resolution, the enactment of the Rate Ordinances, and the execution and delivery of the Bond Documents, and the Series 2000 Bonds and compliance J IBonds/WRHough/6046/BP A2.doc 7 with the provisions thereof, will not conflict with or constitute a breach of or default under any existing law, administrative regulation, court decree, resolution or agreement to which the City is subject and the City has the power and authority under the laws of the State to pledge on a ftrst lien basis the Pledged Funds pledged under the Bond Resolution to pay the Series 2000 Bonds and interest thereon in accordance with the terms thereof; (E) except as disclosed in the Official Statement, to the best of their knowledge after due inquiry with respect thereto, no litigation or other proceedings are pending or threatened in any court or other tribunal of competent jurisdiction, state or federal, in any way (i) restraining or enjoining the issuance, sale or delivery of any of the Series 2000 Bonds; or (ii) questioning or affecting the validity of the Bond Documents, the Series 2000 Bonds, or any of the Pledged Funds; or (iii) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, registration, issuance or delivery of the Series 2000 Bonds and the security therefor; or (iv) questioning or affecting the organization or existence ofthe City or the City Commission or the title to office ofthe officers thereof; or (v) which could materially adversely affect the operations of the City or the System or the ftnancial condition of the City or the System; (F) except as disclosed in the Official Statement, 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 and under the Bond Resolution and the other Bond Documents have been obtained and are in full force and effect; (G) the Preliminary Official Statement was duly and lawfully deemed ftnal, as of its date, within the meaning of the Rule, the use of the Preliminary Official Statement by the Underwriters in connection with the marketing and sale of the Series 2000 Bonds was duly authorized, and the Official Statement has been duly authorized, executed and delivered for use in connection with the sale of the Series 2000 Bonds; (H) the Official Statement, as of the date of such document and at all subsequent times up to and including the date of Closing, as to legal matters relating to the City, did not and does not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make such information not misleading; (v) An opinion of Counsel to the Underwriters dated the date of the Closing and addressed to the Underwriters to the effect that: (A) the continuing disclosure undertaking of the City in the Bond Resolution satisfies the requirements of the Rule. (vi) A letter from Standard and Poor's Ratings Services ("S&P") and a letter from Fitch mCA, Inc. confirming that such rating agencies have issued ratings "AAA" and "AAA" respectively, for the Series 2000 Bonds, conditioned upon the delivery of a municipal bond insurance policy (the "Policy") by Financial Guaranty Insurance Company (the "Insurer") and a letter from S&P conftrming an underlying rating of "A". (vii) An executed copy of the Official Statement and each ofthe Bond Documents, including but not limited to certified copies of the Resolution 665 and Resolution Nos, 2000-32 and 2000- - (viii) A certiftcate of an authorized representative of First Union National Bank (the "Bank") as Registrar and Paying Agent to the effect that: (A) the Bank is a national banking association organized, validly existing and in good standing under the laws of the United States and is duly authorized to exercise trust powers; J :/BondsIWRI-lough/6046/BP A2.doc 8 . . (B) the Bank has all the requisite authority, power, licenses, penn its and franchises, and has full corporate power and legal authority to execute and perfonn its functions under the Bond Resolution and the registrar and paying agent agreement; (C) the perfonnance by the Bank of its functions under the Bond Resolution and the registrar and paying agent agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required in order for the Bank to perfonn its functions under the Bond Resolution and the registrar and paying agent agreement; (D) the registrar and paying agent agreement constitutes a valid and binding obligation of the Bank in accordance with their tenns, 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; and (E) to the best of such authorized representative's knowledge, there is no action, suit, proceeding, or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or fmding on an issue raised by any party thereto is likely to materially and adversely affect the ability ofthe Bank to perfonn its obligations under the Bond Resolution and the registrar and paying agent agreement. (ix) A duly executed copy ofthe Policy. (x) An opinion of general counsel to the Insurer and a certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriters, concerning the Insurer, the Policy and the infonnation relating to the Insurer and the Policy, contained in the Official Statement, in fonn and substance satisfactory to the Underwriters and Counsel for the Underwriters. (xi) A certificate executed by the City Manager and Finance Director, dated the Closing Date, satisfactory to Bond Counsel setting forth the facts, estimates and circumstances which establish that it is not expected that the proceeds of the Series 2000 Bonds will be used in a manner that would cause the Series 2000 Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended, and to the best of the knowledge and belief of such officer, such expectations are reasonable, (xii) A copy of the duly executed escrow deposit agreement by and between the City and First Union National Bank as escrow agent. (xiii) An executed verification report dated the date of closing by Causey, Demgen & Moore, Denver, Colorado, (xiv) Such additional certificates, instruments or opinions as Counsel to the City, Bond Counsel, Counsel for the Underwriters or the Underwriters may deem necessary or desirable. 10. Termination. The Representative may tenninate this Agreement by notification from the Representative to the City, if at the time or prior to the Closing (a) legislation shall be enacted by the Congress of the United States or adopted by either the United States Senate or House of Representatives or recommended by the President of the United States to the Congress for passage or favorably reported for passage to either House of Congress by any committee of the House and Senate or a decision by a Court of the United States, J :/BondsIWRHough/6046/B P A2. doc 9 . including the United States Tax Court shall be rendered or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other governmental agency shall be made, with respect to federal taxation of interest upon the Series 2000 Bonds or other action of events shall have occurred which have the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith, which in the reasonable opinion ofthe Representative, materially adversely affects the market for the Series 2000 Bonds or the sale by the Underwriters of the Series 2000 Bonds; or (b) legislation shall be enacted or any action shall be taken by the SEC which, in the reasonable opinion of the Representative, has the effect of requiring the contemplated distributionofthe Series 2000 Bonds to be registered under the Securities Act of 1933, as amended, or the Bond Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or there shall exist a stop order, ruling or regulation by the SEC the effect of which is that the issuance, offering or sale of the Series 2000 Bonds, as contemplated hereby or by the Official Statement, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange Act of 1934, as amended and as then in effect, or that the Bond Resolution is not exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended and as then in effect; or (c) there shall exist any event which in the reasonable judgment of the Representative either (i) makes untrue or incorrect in any material respect any statement of information contained in the Official Statement or (ii) is not reflected in the Official Statement but should be reflected therein or in an attachment thereto in order to make any material statement and the information contained therein not misleading in any material respect; or (d) there shall have occurred any outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the [mancial markets or the United States being such as to materially adversely affect the marketability ofthe Series 2000 Bonds; or (e) there shall be in force a general suspension of trading or other material restrictions not now in force on the New York Stock Exchange; or (f) a general banking moratorium shall have been declared by either federal, Florida or New York authorities having jurisdiction and then in force the effect of which on the [mancial markets of the United States is such as, in the reasonable judgment of the Representative, would materially adversely affect the market for the Series 2000 Bonds or the sale by the Underwriters of the Series 2000 Bonds; or (g ) except as disclosed in the Official Statement any litigation shall be instituted or be pending at Closing to restrain or enjoin the issuance, sale or delivery of the Series 2000 Bonds or that in any way contests or affects any authority for the validity of the Series 2000 Bonds or any of the Bond Documents, the pledge or application of any moneys or securities provided for the payment of the Series 2000 Bonds, or the existence or powers of the City; or (h) the City has, without prior written consent of the Representative, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liability for borrowed money, or incurred any material liability direct or indirect, in each case secured by the Pledged Funds, or there has been an adverse change of a material nature in the [mancial position, results of operation or condition, financial or otherwise, of the City in all cases other than in the ordinary course of its business, or other than as contemplated in the Official Statement, which change could adversely affect the transactions contemplated hereby. Ifthe City shall be unable to satisfy the conditions to the obligation of the Underwriters to purchase, to accept delivery of and to pay for the Series 2000 Bonds contained in this Agreement and the Representative does not waive such inability in writing, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Agreement, this Agreement shall be terminated and neither the Underwriters nor the City shall have any further obligations hereunder, except as provided in Sections II, 12, and .13 hereof; however, the Representative may, in its discretion, waive, by written notice, one or more of the conditions imposed by this Agreement and proceed with the closing. 11, Expenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay, all expenses incident to the performance of the City's obligations under this Agreement, including, without limitation, (i) the cost of preparation and printing of the Preliminary Official Statement and the Official Statement (including amendments or supplements thereto), (ii) the cost of the preparation, printing and execution of the J :lBonds/WRHough/6046/BP A2. doc 10 . Series 2000 Bonds, (iii) the fees and disbursements of Bond Counsel, Disclosure Counsel and Counsel to the City, (iv) the fees and disbursements of the bond registrar, the paying agent, escrow agent, financial advisor, the City's independent certified public accountants and of any other experts, advisors or consultants retained to assist the City, (v) fees for bond ratings and bond insurance, and (vi) the cost of reproducing all necessary copies of any of the Bond Documents including those incurred by the Underwriters on the City's behalf. (b) The Underwriters shall pay (i) all underwriting and advertising expenses in connection with the public offering and distribution of the Series 2000 Bonds, and (ii) all travel and out-of-pocket expenses of the Underwriters, 12. Survival of Contract. The respective agreements, representations and warranties and other statements ofthe City, the Underwriters and their respective officials and officers and directors set forth in, or made pursuant to, this Agreement will remain in full force and effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of the City, the Underwriters or any of their respective officials, officers or directors or any controlling person, and will survive delivery and payment of the Series 2000 Bonds. 13, Benefit. This Agreement is made for the benefit of the parties hereto including the successors or assigns of the Underwriters. No other person shall acquire or have any right hereunder or by virtue thereof. 14, Execution in Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may execute this Agreement by signing any s'uch counterpart. The execution of this Agreement has been duly authorized by the City Commission of the City. 15. Notices. Any notices or other communications tCl be given to the City under this Agreement may be given by mailing the same to the City Manager of the City of Winter Springs, Florida at 1126 East State Road 434 Winter Springs, Florida 32708-2799, and any such notice or other communication to be given to the Underwriters may be mailed to William R. Hough & Co. 225 E. Robinson Street, Suite 465, Orlando, Florida 32801. 16. Severability. The invalidity or enforceability of any provision of this Agreement as to anyone or more jurisdictions shall not affect the validity or enforceability of the balance of this Agreement as to such jurisdiction or jurisdictions, or affect in any way such validity or enforceability as to any other jurisdictions. 17. Waiver or Modifications. No waiver or modification of anyone or more of the terms and conditions of this Agreement shall be valid unless in writing and signed by the party or parties making such waiver or agreeing to such modification. . J :/Bonds/WRHough/6046/BP A2.doc 11 - 18. Governing Law. This Agreement shall be governed by and construed in accordance with the . laws of the State of Florida. Very truly yours, WILLIAM R. HOUGH & CO. By: ~c~_ .. ACCEPTED oriOctober 3, 2000 (SEAL) CITY OF WINTER SPRINGS, FLORIDA .; ,A.ttest: By: ~~ ~~-j/L I .~ ~ May '-J,.' C' Clerk J :lBonds/WRHough/6046/BP A2.doc 12 EXHIBIT A MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS $1,875,000 Serial Bonds Maturity Interest (Oct I) Amount Rate Price 2030 1,875,000.00 5.500% 97.280% Term Bonds $105,000.00 - 4.500% Term Bonds due Oct I, 2004 - Price 100.00% $140,000.00 - 4.600% Term Bonds due Oct 1,2007 - Price 99.703% $110,000.00 - 4.750% Term Bonds due Oct. I, 2009 - Price 99.637% $135,000.00 - 5.000% Term Bonds due Oct. I, 2011 - Price 100.00% $140,000.00 - 5.100% Term Bonds due Oct. I, 2013 - Price 99.063% $165,000.00 - 5.250% Term Bonds due Oct. I, 2015 - Price 98.976% $505,000.00 - 5.500% Term Bonds due Oct 1,2020 - Price 98.923% (Accrued interest to be added) REDEMPTION PROVISIONS The Series 2000 Capital Appreciation Bonds are not subject to redemption at the option of the City. Optional Redemption of Series 2000 Current Interest Bonds The Series 2000 Current Interest Bonds maturing on or prior to October 1, 2009 are not redeemable prior totheir respective maturities. The Series 2000 Current Interest Bonds maturing on or after October 1, 2011 are subject to optional redemption prior to their maturities on or after October 1, 20 I 0, at the option of the City in whole or in part at any time, in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available monies at a redemption price (expressed as a percentage of the principal amount to be redeemed) as set forth ,in the following table, together with accrued interest to the redemption date. Period During Which Redeemed Redemption Price (Both Dates lnclusive) October I, 2010 through September 30, 2011 101% October 1, 2011 and thereafter 100% Mandatory Redemption of Series 2000 Current Interest Bonds The Series 2000 Current Interest Bonds maturing on October I, 2004 are subject to mandatory redemption prior to maturity by lot on October I, 2002 and on each October I thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation ofthe Redemption Account, as follows: J :/Bonds/WRHough/6046/BP A2. doc Exhibit A-l October I of Year Principal Amount . 2002 $30,000.00 2003 40,000.00 2004 35,000.00 The Series 2000 Current Interest Bonds maturing on October I, 2007 are subject to mandatory redemption prior to maturity by lot on October 1,2005 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization lnstallments through operation of the Redemption Account, as follows: October I of Year Principal Amount 2005 $40,000.00 2006 45,000.00 2007 55,000.00 The Series 2000 Current Interest Bonds maturing on October I, 2009 are subject to mandatory redemption prior to maturity by lot on October 1,2008 and on each October I thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: October I of Year Principal Amount 2008 $50,000.00 2009 60,000.00 The Series 2000 Current Interest Bonds maturing on October I, 20 II are subject to mandatory redemption prior to maturity by lot on October 1, 2010 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: October 1 of Year Principal Amount 2010 $65,000.00 2011 70,000.00 The Series 2000 Current Interest Bonds maturing on October I, 2013 are subject to mandatory redemption prior to maturity by lot on October 1,2012 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization lnstallments through operation ofthe Redemption Account, as follows: October I of Year Principal Amount 2012 $65,000.00 2013 75,000.00 The Series 2000 Current Interest Bonds maturing on October I, 2015 are subject to mandatory redemption prior to maturity by lot on October I, 2014 and on each October I thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: J :/Bonds/WRHollgh/6046/BP A2.doc Exhibit A-2 - October 1 of Year Principal Amount 2014 $85,000.00 2015 80,000.00 The Series 2000 Current Interest Bonds maturing on October I, 2020 are subject to mandatory redemption prior to maturity by lot on October 1, 20 16 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption.Account, as follows: October I of Year Principal Amount 2016 $ 90,000.00 2017 95,000.00 2018 100,000.00 2019 105,000.00 2020 115,000.00 Series 2000 Capital Appreciation Bonds Maturity Issuance Maturity (Oct. I) Yield Value Value 2021 5.880% $397,497.60 $1,340,000.00 2022 5.900% 522,637.50 1,875,000.00 2023 5.920% 490,931.25 1,875,000.00 2024 5.940% 460,950.00 1,875,000.00 2025 5.960% 432,637.50 1,875,000.00 2026 5.980% 405,918.75 1,875,000.00 2027 5.980% 382,687.50 1,875,000.00 2028 5.980% 360,787.50 1,875,000.00 2029 5.980% 340,143.75 1,875,000.00 J :/Bonds/WRHough/6046/BP A2.doc Exhibit A-3 . EXHIBIT B . Form of Disclosure Letter pursuant to Section 218.385, Florida Statutes October 3,2000 Members of the City Council of the City of Winter Springs, Florida Winter Springs, Florida Re: $6,969,191.35 City of Winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 2000 Ladies and Gentlemen: In connection with the proposed issuance by the City of Winter Springs, Florida (the "City"), of $6,969,191.35 in aggregate principal amount of its Water and Sewer Refunding Revenue Bonds, Series 2000, referred to above (the "Series 2000 Bonds"), William R. Hough & Co" on behalf of itself and Gardnyr Michael Capital, Inc. and Hanifen Imhoff, a division of Stifel, Nicolaus & Company, Incorporated (the "Underwriters") is preparing to underwrite a public offering ofthe Series 2000 Bonds. Arrangements for underwriting the Series 2000 Bonds will include a Bond Purchase Agreement (the "Agreement") between the City and the Underwriters that will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385, Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Series 2000 Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and offering of the Series 2000 Bonds are set forth in Schedule I attached hereto. (b) There are no "fmders," as defined in Section 218.386, Florida Statutes, who have been retained or who will be paid by the Underwriters in connection with the issuance of the Series 2000 Bonds. (c) The underwriting spread (i.e., the difference between the price at which the Series 2000 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the City for the Series ~OOO Bonds exclusive of original issue discount and accrued interest in both cases) will be $7.64 per-$I,OOO par value of the principal amount of the Series 2000 Bonds. (d) Based on and as part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of $,95 per $1,000 par value of the principal amount ofthe Series 2000 Bonds, (e) There is no other fee, bonus or other compensation to be paid by the Underwriters in connection with the issuance of the Series 2000 Bonds to any person not regularly J :lBondsIWRHough/6046/BP A2.doc Exhibit B-1 employed or retained by the Underwriters, except as specifically enumerated as . expenses referred to in paragraph (a) above to be incurred by the Underwriters as set forth in Schedule I attached hereto. (t) The names of the Underwriters are: William R. Hough & Co. 225 E. Robinson Street Suite 465 Orlando, Florida 32801 Hanifen, Imhoff, a division of Stifel, Nicolaus & Company, Incorporated 1560 N. Orange Avenue Suite210 Winter Park, Florida 32789 Gardnyr Michael Capital, Inc. 2281 Lee road Suite 104 Winter Park, Florida 32789 We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385, Florida Statutes. Very truly yours, WTLLr2 & CO: By: ~ C!.... J :/Bonds/WRHough/6046/BP A2. doc Exhibit B-2 SCHEDULE I ESTIMA TED EXPENSES ITEM TOTAL (per/$l ,000 Underwriter's Counsel 0.73 PSA, DTC 0.07 CUSTP and Day Loan 0.06 Communication and Clearance 0,20 $1.06 J :/Bonds/WRHough/6046/B P A2. doc 1- 1