HomeMy WebLinkAboutHanifen, Imhoff Bond Purchase Contract -2001 07 12
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$6,065,000
CITY OF WINTER SPRINGS, FLORIDA
Water and Sewer Refunding
Revenue Bonds, Series 2001
BOND PURCHASE CONTRACT
THlS lS A BOND PURCHASE CONTRACT, dated July 12, 2001 (the "Purchase
Contract"). by and betweenHANIFEN, IMHOFF, Division ofStifel Nicolaus & Company,'Inc.,
on behalf of itself and Gardnyr Michael Capital. Inc, and William R. Hough & Co. (collectively,
the "Underwriter"), and the CITY OF WINTER SPRINGS, FLORIDA (the "City"). Upon
execution and delivery of this Purchase Contract. it shall be binding upon the City and the
Underwriter. Any capitalized term not conventionally capitalized and not defined herein shall
have the meaning indicated in the hereinafter defined Bond Resolution or the Official Statement.
SECTION 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon
the basis of the representations and agreements set forth herein, the Underwriter hereby agrees to
purchase from the City for offering to the public, and the City hereby agrees to sell and deliver
to the Underwriter for such purpose, all (but not less than all) of the City's $6,065,000 aggregate
principal amount of Water and Sewer Refunding Revenue Bonds, Series 2001 (the "Series 2001
Bonds"). The Series 2001 Bonds shall be issued in such principal amount, shall mature on such
date, shall bear such rate of interest, and shall be subject to redemption, all as set forth in
Exhibit A attached hereto and incorporated herein by this reference.
The purchase price to be paid by the Underwriter to or for the account of the City upon
delivery of the Series 2001 Bonds is $6,013,679.10 (the aggregate principal amount of the Series
2001 Bonds, less net original issue 'discount of $11,109.95 and less Underwriter's discount of
$40,210.95). plus accrued interest on the Series 2001 Bonds from the dated date thereof to the
date of the payment for and delivery of the Series 2001 Bonds pursuant to Section 8 hereof. The
payment, delivery and other actions contemplated hereby to take place at the time of such payment
and delivery are referred to as the "Closing."
SECTION 2. Official Statement. As soon as practicable after the date hereof, and, in
any event, no later than July 22, 2Q01. or such earlier date as may be requested by the
Underwriter, the City shall deliver to the Underwriter a sufficient number of printed copies (as
reasonably requested by the Underwriter, but not to exceed 150 copies) of the final Official
Statement (including the cover page and appendices contained therein, the "Official Statement"),
dated the date hereof, with respect to the Series 2001 Bonds, executed (manually or conformed)
by the City in substantially the form of the Preliminary Official Statement (as hereinafter defined)
with such changes thereto as may be approved by the Mayor and City Manager (their execution
thereof evidencing approval of any such changes) and the Underwriter.
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SECTION 3. The Series 2001 Bonds. The Series 2001 Bonds shall be as described in,
and shall be issued and secured under the provisions of Resolution No. 655 and
Resolution No. 2001-10 as amended, adopted by the City Commission (the" City Commission "),
as supplemented (the "Bond Resolution ") .
SECTION 4. Disclosure Statement; Security Deposit. The City acknowledges receipt
from the Underwriter of the disclosure statement of the Underwriter required by Section
218.385 (6), Florida Statutes, substantially in the form attached hereto as Exhibit B.
The Underwriter has delivered to the City herewith a good faith check in' the amount of
$62.000 as a security deposit. payable to the City, In the event the City does not accept this offer.
such check shall be immediately returned to the Underwriter uncashed. If this offer is accepted,
the check will be held uncashed as security for the performance by the Underwriter of its
obligations to purchase. to accept delivery of and to pay for the Series 2001 Bonds atthe Closing,
ln the event of failure by the City to deliver the Series 2001 Bonds at the Closing. or if the City
shall be unable to satisfy the conditions of the obligations of the Underwriter contained herein,
or if the obligations of the Underwriter shall be terminated for any reason permitted by this
Purchase Contract, the check shall be immediately returned to the Underwriter uncashed, and such
return shall constitute a full release and discharge of all claims by the Underwriter arising out of
the transactions contemplated hereby. ln the event that the Underwriter fails (other than for
reasons permitted hereunder) to accept delivery of and to pay for the Series 2001 Bonds at the
Closing. the check shall be cashed and the proceeds thereof retained by the City as and for full
liquidated damages for such failure and for any defaults hereunder on the part of the Underwriter,
and such retention shall constitute a full release and discharge of all claims by the City against the
Underwriter arising out of the transactions contemplated hereby.
SECTION 5. Public Offering. It shall be a condition to the City's obligations to sell and
to deliver the Series2001 Bonds to the Underwriter and to the Underwriter's obligations to accept
delivery of and to pay for the Series 2001 Bonds that the entire aggregate principal amount of the
Series 2001 Bonds be issued and delivered by the Cityat the Closing. The Underwriter agrees to
make a bona fide initial public offering of all the Series 2001 Bonds. plus interest accrued thereon
from the dated date of the Series 2001 Bonds. At the Closing, the Underwriter shall deliver to the
City a certificate prepared by Bond Counsel to the City to the effect that (i) all of the Series 2001
Bonds have been the subject of an initial offering to the public as herein provided, provided,
however. the Underwriter reserves the right to make concessions to dealers and to change the
initial offering price as the Underwriter shall deem necessary in connection with the marketing of
the Series 2001 Bonds, and (ii) not less than ten percent (10%) of the Series 2001 Bonds were sold
to the public (excluding bond houses, brokers or similar persons or organizations acting in the
capacity of underwriter or wholesalers) at the initial offering price not greater than the price
shown on the cover of the Official Statement. The Underwriter agrees to make such offering in
compliance with all applicable federal and state laws and regulations,
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SECTION 6. Use of Documents. The City hereby authorizes the use by the Underwriter
in connection with the public offering, sale, and distribution of the Series 2001 Bonds of the
following documents:
(a) the Bond Resolution, as amended,
(b) . the Official Statement (including any supplements or amendments thereto) dated
the date hereof,
(c) the Preliminary Official Statement, dated June 28, 2001 (including any supplements
or amendments thereto) (the "Preliminary Official Statement"). and
(d) any other documents requested by the Underwriter related to the transactions
contemplated in the Official Statement in connection with the authorization, issuance, and delivery
of the Series 2001 Bonds to the Underwriter, and the public offering and distribution of the Series
2001 Bonds by the Underwriter on behalf of the City.
SECTION 7. Representations and Agreements. The City hereby represents and agrees,
except as may be set forth otherwise in the Official Statement, as follows:
(a) the City is, and will be at the date of Closing, duly organized and' validly existing
as a municipal corporation of the State of Florida (the "State") with the powers and authority set
forth in Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (herein
collectively referred to as the "Act");
(b) the City has full legal right, power, and authority to:
(1) issue the Series 2001 Bonds for the purpose of providing moneys to
(i) refund on a current basis, all of the City's outstanding Water and Sewer Refunding
Revenue Bonds, Series 1991 other than the 2001 maturity (the "Refunded Bonds"), and
(ii) pay certain expenses relating to the issuance and sale of the Series 2001 Bonds
including the municipal bond insurance premium and the reserve account surety bond
premium;
(2) adopt the Bond Resolution and perform its obligations thereunder;
'(3) enter into and perform its obligations under this Purchase Contract, the
Continuing Disclosure Undertaking, the Escrow Deposit Agreement and the Bond
Registrar and Paying Agent Agreement with First Union National Bank, Jacksonville,
Florida, as Escrow Agent, Paying Agent and Registrar;
(4) sell, issue and deliver the Series 2001 Bonds to the Underwriter as provided
herein; and
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(5) carry out and consummate the transactions contemplated by this Purchase
Contract, Continuing Disclosure Undertaking, the Bond Resolution, the Escrow Deposit
Agreement, the Bond Registrar and Paying Agent Agreement, and the Official Statement;
(c) by all necessary official action taken at meetings of the City Commission duly
called and held in accordance with applicable law, at which a quorum was present and acting at
the relevant times, the City has:
(1) approved and adopted, the Bond Resolution;.
(2) approved and authorized the Preliminary Official Statement and its
distribution in connection with the offering of the Series 2001 Bonds and approved the
execution, delivery and distribution of the Official Statement in connection with the
delivery of the Series 2001 Bonds;
(3) duly authorized and approved (A) the execution and delivery of, and the
performance by the City of its obligations contained in the Series 2001 Bonds, the Bond
Resolution, the Continuing Disclosure Undertaking, the Escrow Deposit Agreement and
this Purchase Contract, in connection with the issuance of, the Series 2001 Bonds and
(B) the consummation by it of all other transactions contemplated to be performed by the
City under this Purchase Contract in connection with the issuance of the Series 2001
Bonds, including the execution of the Continuing Disclosure Undertaking, the Escrow
Deposit Agreement and the Bond Registrar and Paying Agent Agreement;
(d) the City, at the time of Closing, will have performed all of its obligations required
to be performed at or prior to Closing under this Purchase Contract, Bond Registrar and Paying
Agent Agreement, the Continuing Disclosure Undertaking, the Escrow Deposit Agreement and
the Bond Resolution;
(e) the City has complied with, and at the Closing will be in compliance in all respects
with, the terms of the Act, the Bond Resolution, the Continuing Disclosure Undertaking, the
Escrow Deposit Agreement and this Purchase Contract;
(f) the Bond Resolution and this Pl,irchase Contract constitute and the Continuing
Disclosure Undertaking, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent
Agreement will, when executed, constitute, the valid and binding obligations of the City,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether .enforcement is sought in a proceeding in equity or at
law) and subject to the exercise of judicial discretion in appropriate cases;
(g) the Series 2001 Bonds, when issued, authenticated and delivered to the Underwriter
in accordance with the Bond Resolution and this Purchase Contract, will constitute valid and
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binding obligations of the City, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject. as to
enforceability, to general principles of equity (regardless of whether enforcement is sought in a
proceedin'g in equity or at law) and subject to the exercise of judicial discretion in appropriate
cases;
(h) with regard to the issuance of the Series 2001 Bonds, and the transactions
contemplated in the Official Statement, to the best knowledge of the undersigned, other than as
disclosed in the Official Statement:
(1) the City is not in breach of or default of any material provision of:
(A) any applicable constitutional provision, law or administrative
regulation of the City, the State of Florida, or the United States of America, or any
board, commission or agency of any thereof;
(B) any applicable judgment or decree of any court. board, commission
or agency of the City, the State of Florida, or the United States of America; or
(C) any loan agreement, indenture, bond, note, resolution, agreement
or other material instrument to which the City is a party or to which the City or
any of its property or assets is otherwise subject, including the Bond Resolution or
~tx'.:' . this Purchase Contract;
(2) no event has occurred or is continuing which, with the passage of time, the
giving of notice, or both, would constitute a material breach of or event of default under
any such provisions, laws, regulations, judgments, decrees, or instruments;
(3) the execution and delivery of the Series 2001 Bonds, the Continuing
Disclosure Undertaking, the Escrow Deposit Agreement, this Purchase Contract and the
Bond Registrar and Paying Agent Agreement, and the adoption of the Bond Resolution and
compliance with the provisions on the City's part contained therein, will not:
(A) materially conflict with or constitute a material breach of or default
under any constitutional provision, law, administrative regulation, judgment,
decree, loan agreement. indenture, bond, note, resolution, agreement or other
material instrument to which the City is a party or to which the City or any of its
property or assets is otherwise subject, or
(B) 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 such law, regulation or instrument,
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except as provided in the Series 2001 Bonds, the Bond Resolution, and as set forth
in the Official Statement; and
(4) no event has occurred or is continuing which, with the passage of time or
the giving of notice, or both. would constitute a default by the parties of any material
provision under any agreement with regard to the issuance of the Series 2001 Bonds or the
undertaking of the transactions contemplated in the Official Statement;
(i) all authorizations. approvals. licenses, permits, consents and orders of any
governmental authority. legislative body, board, agency or commission, which are required for
the due authorization by. or which would constitute a condition precedent to (or the absence of
which would materially adversely affect), the due performance by, the City of its obligations in
connection with the issuance of the Series 2001 Bonds under the Bond Resolution pursuant to this
Purchase Contract (except for such approvals, consents and orders as may be required under the
Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2001
Bonds) have been duly obtained;
m the Series 2001 Bonds, when issued, executed and delivered in accordance with the
Bond Resolution and sold to the Underwriter as provided herein. will be validly issued and
outstanding obligations of the City, entitled to the benefits of the Bond Re~olution as Additional
Parity Obligations; and upon such issuance, execution and delivery. the Bond Resolution will
provide. for the benefit of the Holders from time to time of the Series 2001 Bonds, a valid and
binding pledge of and lien on the Net Revenues derived from the operation of the System on a
parity and equal status with the Parity Bonds and any Additional Parity Obligations issued
pursuant to the Bond Resolution, subject only to bankruptcy. insolvency or other laws affecting
creditors' rights generally and subject. as to enforceability. to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to
the exercise .of judicial discretion in appropriate cases;
(k) the descriptions of the Series 2001 Bonds and the Bond Resolution, contained in
the Official Statement conform in all material respects to the Series 2001 Bonds and the Bond
Resolution;
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(1) except as disclosed in the Official Statement, 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 against the City or, to the best knowledge of
the City, threatened against the City:
(1) affecting or seeking to prohibit, restrain or enjoin (A) the sale, issuance or
delivery of the Series 2001 Bonds, (B) the collection of the Net Revenues of the System
pledged to pay the principal of and interest on the Series 2001 Bonds or (C) the pledge of
and lien on the Net Revenues of the System created by the Bond Resolution to secure
payment of the Series 2001 Bonds;
(2) contesting or affecting (A) the adoption, validitY, or enforceability of the
Bond Resolution, or (B) the execution, delivery and enforceability of this Purchase
. Contract, the Continuing Disclosure Undertaking, the Escrow Deposit Agreement or the
Bond Registrar and Paying Agent Agreement;
(3) contesting the exclusion from gross income for federal income tax purposes
of interest on the Series 2001 Bonds;
(4) contesting the completeness or accuracy of the Official Statement or any
supplement or amendment thereto; or
(5) contesting the existence or powers of the City or its authority (A) to collect
the Net Revenues(B) to adopt, enter into, execute and deliver, and perform its obligations
under, as the case may be, the Bond Resolution, the Continuing Disclosure Undertaking,
the Escrow Deposit Agreement and this Purchase Contract or (C) to issue the Series 2001
Bonds;
(m) the City will furnish such information, execute such instruments and take such other
action not inconsistent with law or the established policy of the City in cooperation with the
Underwriter as the Underwriter may reasonably request in order to:
(1) determine the eligibility of the Series 2001 Bonds for investment under the
Blue Sky or other securities laws and regulations of such states and other jurisdictions of
the United States as the Underwriter may designate,
(2) qualify the Series 2001 Bonds for offer and sale under the laws of such
states and other jurisdictions, and
(3) use its best efforts to continue such qualifications in effect so long as
required for the distribution of the Series 2001 Bonds;
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provided, however, that the City shall not be required to incur any costs or execute a general or
special consent to service of process or qualify to do business in connection with any such
qualification or determination in any jurisdiction;
(n) [Reserved] ;
(0) at the time of the City's acceptance hereof and at all times subsequent thereto up
to and including the date of the Closing, other than as disclosed in the Official Statement:
(1) the City will not have incurred any long-term debt obligations other than
Parity Bonds secured by the Net Revenues of the System,
(2) the City will not have suffered any material adverse change in its financial
position,
(3) the Official Statement does not and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (except with
respect to information supplied by the Underwriter, as to which no representation or
. . agreement is made);
(p) if the Official Statement is supplemented or amended, at the time of each
supplement or amendment thereto and (unless subsequently again supplemented or amended
pursuant to such paragraph) at all times subsequent thereto up to and including the date of the
Closing, the Official Statement as so supplemented or amended, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (except with
respect to information supplied by the Underwriter, as to which no representation or agreement
is made);
(q) - [Reserved];
(r) the City will prepare and submit the information reports concerning the Series 2001
Bonds required by Section 149(e) of the Code and any then existing or proposed regulations
thereunder, by registered mail, return receipt requested, to the Secretary of the Treasury within
the time limit provided in the Code; and thereafter, the City will prepare and submit or cause to
be submitted any supplement to the information reports which is deemed by Bond Counsel to be
necessary or advisable in order to preserve or restore the status of the Series 2001 Bonds under
the Code; and the information included in the information reports and any supplement thereto will
be true and complete for the purposes for which intended; and
(s) when delivered to and paid for by the Underwriter at the Closing in accordance
with the provisions of this Purchase Contract, the Series 2001 Bonds will have been duly
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executed, authenticated and delivered pursuant to the Bond Resolution and will be entitled to the
benefit and security of the Bond Resolution.
SECTION 8. Closing. Not later than 1:00 p.m., Eastern Time, on August I, 2001 at
such other time as may be mutually agreed upon by the City and the Underwriter, the City will,
subject to the terms and conditions hereof, deliver the Series 2001 Bonds to The Depository Trust
Company ("DTC") for the order of the Underwriter in definitive form, in the form of a single
certificate payable to "CEDE & Co. "as nominee for DTC, duly executed .and authenticated,
together with the other documents hereinafter mentioned, and, subject to the terms and conditions
hereof, the Underwriter will accept delivery of and pay the purchase price for the Series 2001
Bonds as set forth in Section 1 hereof in immediately available funds to the order of the City.
Delivery and payment shall be made at such place as may be mutually agreed upon by the City
and the Underwriter.
The definitive Series 2001 Bonds shall be typewritten on safety paper and' shall be
delivered to DTC at least 48 hours prior to the time set for Closing, or at such other time as may
be mutually agreed to by the City and the Underwriter.
SECTION 9. Closing Conditions.
(a) The Underwriter has entered into this Purchase Contract in reliance upon:
(1) the representations and agreements of the City contained herein,
(2) the representations and agreements to be contained in the documents and
instruments to be delivered at the Closing, and
(3) the performance by the City of its obligations hereunder, both as of the date
hereof and as of the date of the Closing,
(b) Accordingly, the Underwriter's obligation under this Purchase Contract to
purchase, to accept delivery of, and to pay for the Series 2001 Bonds is:
(1) conditioned upon the performance by the City of its obligations to be
performed hereunder and under such documents and instruments at or prior to the Closing,
and
(2) subject to the following additional conditions, which must be satisfied at or
prior to the Closing:
(A) the representations of the City contained herein shall be true,
complete and correct (i) on the date hereof and (ii) on and as of the date of the
Closing, as if made on the date of the Closing;
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(B) the Bond Resolution. this Purchase Contract. the Continuing
Disclosure Undertaking. the Escrow Deposit Agreement and the Bond Registrar
and Paying Agent Agreement shall be in full force and effect in accordance with
their respective terms and shall not have been amended. modified or supplemented;
and the Official Statement shall not have been supplemented or amended. except
in any such case as may have been agreed to by the Underwriter;
(C) all official actions of the City relating to this Purchase Contract. the
Series 2001 Bonds and the Bond Resolution (i) shall be in full force and effect in
accordance with their respective terms and (ii) shall not have been amended,
modified or supplemented in any material respect. except in each case as may have
been agreed to by the Underwriter; and
(D) the Underwriter shall have received fully executed originals, or
copies. certified under seal of the official custodian of the records in which such
documents are filed, of each of the following documents:
.
(i) this Purchase Contract;
(ii) the Official Statement and each supplement. amendment or
modification. if any. thereto;
(iii) the Bond Resolution;
(iv) a certificate. dated the date of closing. signed by the City
Manager. the Mayor or other appropriate City officials satisfactory to the
Underwriter and Bond Counsel, to the effect that. to the best of their
knowledge:
(a) the representations of the City herein are true and
correct in all material respects as of the date of Closing;
(b) the City has performed all obligations to be
performed hereunder as of the date of Closing;
(c) proceeds from the sale of the Series 2001 Bonds will
be used as contemplated in the Official Statement and the Bond
Resolution;
(d) since September 30, 2000. no material adverse
change has occurred in the financial position or results of operations
of the City except as set forth in or contemplated by the Official
Statement;
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(e) the City has not, since September 30,2000, incurred
any material liabilities other than in the ordinary course of business,
or as disclosed in the Official Statement; and
(f) 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 (except with respect to information provided
by the Underwriter, DTC or MBIA Insurance Corporation (the
"Insurer") as to which no representation need be made};
(v) a certificate (herein sometimes referred to as the "Tax
Compliance Certificate ") of the City executed by the City Manager, the.
Mayor or other appropriate City official satisfactory to Bond Counsel,
dated as of the date of Closing, setting forth facts, estimates and
circumstances concerning the use or application of the proceeds of the
Series 2001 Bonds, and stating in effect that on the basis of such facts,
estimates and circumstances in existence on the date of Closing, it is not
expected that the proceeds of the Series 2001 Bonds will be used in a
manner that would cause such Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the lnternal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder (the" Code ");
(vi) a certificate executed by an authorized officer of First Union
National Bank (the "Bank"), as Bond Registrar and Paying Agent to the
effect that:
(a) the Bank is a state bank duly organized, validly
existing under the . laws of the state of New York and is duly
authorized to exercise trust powers in the State of Florida;
. (b) the Bank has all requisite authority, power, licenses,
permits and franchises, and has full corporate power and legal
authority to perform its functions under the Bond Resolution and the
Bond Registrar and Paying Agent Agreement;
(c) . the performance by the Bank of its functions under
the Bond Resolution and the Bond 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
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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 to' be obtained by the Bank in order for the Bank to
perform its functions under the Bond Resolution and the Bond
Registrar and Paying Agent Agreement; and
(d) to the best of such authorized representative I 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 their knowledge, threatened against or affecting the Bank wherein
an unfavorable decision, ruling or finding on an issue raised by any
party thereto is likely to materially and adversely affect the ability
of the Bank to perform its obligations under the Bond Resolution
and the Bond Registrar and Paying Agent Agreement;
(vii) an approving opinion relating to the Series 2001 Bonds.
dated the date of the Closing and addressed to the City, of Akerman.
Senterfitt & Eidson, P.A. I Bond Counsel to the City, in substantially the
form included in the Official Statement as Appendix E;
(viii) an opinion, dated the date of the Closing and addressed to
the City and Underwriter. of Akerman. Senterfitt & Eidson, P.A.. Bond
Counsel to the City, to the effect that
(a) this Purchase Contract has been duly authorized.
executed.. and delivered by, and assuming due authorization.
execution and delivery thereof by the Underwriter. constitutes a
valid and binding agreement of. the City. enforceable in accordance'
with its terms except that the binding effect and enforceability are
subject to bankruptcy laws and other laws affecting creditors I rights
and to the exercise of judicial discretion;
(b) the Series 2001 Bonds are not subject to the
registr~tioJ1 requirements of the Securities' Act of 1933. as amended,
and the-Bond Resolution and the Bond Registrar and Paying Agent
Agreement are e'xempt from qualification pursuant to the Trust
lndenture Act of 1939. as amended;
(c) as Bond Counsel, they have reviewed the statements
contained in the Official Statement under the captions" SUMMARY
STATEMENT." "INTRODUCTION." "DESCRIPTION OF THE
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SERIES 2001 BONDS" (other than the information under the
caption "Book-Entry Only System"), "SECURITY FOR THE
SERIES 2001 BONDS. " "ADDITlONAL P ARlTY
OBLIGATIONS;" and "APPENDIX D - SUMMARY OF THE
RESOLUTlON," and on the cover page thereof relating to their
opinion and therein under the heading "TAX MA TIERS" and
"TAX TREATMENT OF ORIGINAL lSSUE DlSCOUNT;"
(d) the Document Summaries (insofar as such statements
constitute a summary of certain provisions of the Bond Resolution
and the Series 2001 Bonds) and the information on the cover page
and in "APPENDIX E - FORM OF BOND COUNSEL OPINION"
relating to their opinion and under the caption "TAX MATIERS"
and "TAX TREATMENT OF ORIGINAL ISSUE DlSCQUNT"
fairly present the information purported to be summarized therein.
provided, however that the Document Summaries referred to do not
purport to summarize all of the provisions of, and are qualified in
their entirety by, the complete documents which are summarized;
(ix) an opinion, dated the date of Closing and addressed to the
City of Akerman, Senterfitt & Eidson, P.A., Disclosure Counsel to the
City. to the effect that:
(a) as Disclosure Counsel, 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 date of the Closing, nothing has come to their attention
causing them to believe that (A) the Official Statement as of its date
contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made. not misleading (except for the financial information and
statistical data contained in the Official Statement or in the
Appendices thereto, as to all of which no view need be expressed),
or (B) the Official Statement (as supplemented or amended, if
applicable) as of. the date of the Closing 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 therein, in
light of the circumstances under which they were made, not
misleading (except as aforesaid); and
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(b) the Official Statement has been duly authorized,
executed and delivered by the City.
(x) an opinion, dated the date of Closing and addressed to the
Underwriter, of Akerman, Senterfitt & Eidson, P.A., to the effect that the
foregoing opinions referred to in paragraph (vii) above and addressed to the
City, 'may be relied upon by the Underwriter to the same extent as if such
opinions were addressed to the Underwriter;
(xi) an opinion of the City Attorney, dated the date of Closing,
and addressed to the City, the Underwriter, Disclosure Counsel and Bond
Counsel to the effect that:
(a) the City is a duly existing municipal corporation of
the State of Florida and has and had good right and lawful authority
under the Constitution and laws of the State to enact the Bond
Resolution and to authorize and issue the Series 2001 Bonds;
(b) this Purchase Contract and the Escrow Deposit
Agreement have been duly authorized, executed and delivered by
the City and, assuming due authorization, execution and delivery
thereof by the other parties thereto, each constitutes the binding
agreement of the City, enforceable in accordance with its terms,
except that the binding effect and enforceability are subject to
bankruptcy laws and other laws affecting creditors' rights and to the
exercise of judicial discretion;
(c) to the best of his knowledge, the information in the
Official Statement under the captions "UTIGA TlON" and "LEGAL
MAITERS" , "THE CITY," "INVESTMENT POLICY" and
statements of fact under the caption "DISCLOSURE REQUIRED
BY FLORIDA BLUE SKY REGULATION", is correct in all
material respects and does not omit any statement which, in his
opinion, . should be included or referred to therein in order to make
the statements made therein, in light of the circumstances under
which they were made, not misleading;
(d) based upon his review 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 date of the Closing, nothing has come to his
attention which would lead him to believe that the Official
Statement when taken as a whole, contains an untrue statement of
14 Q:\43802\BP A2001 #2. wpd
a material fact or omits to state a material fact necessary to make
the statements contained therein, in light of the circumstances under
which they were made, not misleading (except for the financial
information and statistical data contained in the Official Statement
or in the Appendices thereto, as to all of which no view need be
expressed) ;
(e) to the best of his knowledge and except as disclosed
in the Official Statement, the City is not in material breach of or
material default under any applicable constitutional provision, law
or administrative regulation of the State orthe United States or any
applicable judgment or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other material instrument to
which the City is a party or to which the City or any of its property
or assets is otherwise subject, including the Bond Resolution, which
would have a material. adverse impact on the City's ability to
perform its obligations under the Bond Resolution, and no event has
occurred and is continuing which, with the passage of time or the
giving of notice, or both, would constitute a default or event of
default on the part of the City or the other parties thereto under any
such instruments;
(f) to the best of his knowledge, adoption of the Bond
Resolution, the execution and delivery of the Series 2001 Bonds and
this Purchase Contract, and compliance with the provisions on the
City's part contained therein and herein, will not conflict with or
constitute a breach of or default under any judgment, decree, loan
, agreement, indenture, bond, note, resolution, agreement or other
instrument to which the City is a party or to which the City or any
of its property or assets is otherwise subject, nor will any such
execution. delivery, adoption 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 such instrument, except
as expressly provided in the Series 2001 Bonds and the Bond
Resolution;
(g) except as disclosed in the Official Statement, 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, to the best of his knowledge, threatened against
or affecting the City, nor to the best of his knowledge is there any
basis for such action, suit, proceeding, inquiry or investigation,
15 Q:\43802\BP A2001 #2. wpd
wherein an unfavorable decision, ruling or finding would have a
materially adverse effect upon the transactions contemplated by this
Purchase Contract and the Official Statement or the validity of the
Series 2001 Bonds, and the Bond Resolution;
(h) the Bond Resolution has been duly and lawfully
enacted and is in full force and effect, and constitutes valid and
binding obligation of the City, enforceable in accordance with its
terms, except that the binding effect and enforceability are subject
to applicable bankruptcy, insolvency, reorganization. moratorium,
liquidation, readjustment of debt and other laws in effect from time
to time affecting the rights of creditors generally and except to the
extent that enforceability thereof may be limited by the application
of principles of equity.
(xii) evidence that the Series 2001 Bonds have been rated "AAA"
and "AAA" by Standard & Poor's and Fitch, respectively. with an
underlying "A" rating from Standard & Poor's, and insured by the Insurer;
(xiii) A copy of the bond insurance commitment executed by the
City and the Insurer in the form previously approved by the.Underwriter.
committing to issue its municipal bond insurance policy with respect to the
Series 2001 Bonds (the "Bond Insurance Policy");
(xiv) Favorable opinions of counsel to the Insurer, satisfactory in
form and scope to the Underwriter. dated the date of the Closing and
addressed to the Underwriter, as to the power and authority of the lnsurer
to issue and deliver the Bond Insurance Policy, and as to the validity and
enforceability of such commitment and, when issued and paid for. the Bond
Insurance Policy, and as to such other matters as the Underwriter may
reasonably request;
(xv) consent letter from the City's auditors regarding the use of
the City's audited financial statements in the Preliminary and Official
Statement;
(xvi) 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 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.
16 Q:\43802\BP A2001 #2. wpd
All the opinions, letters, certificates, instruments and other documents mentioned above
or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance as.set forth herein.
Opinions concerning the validity, binding effect and enforceability of the various
agreements referred to above will in each case be deemed to assume and be premised upon the fact
that the validity, binding effect and enforceability of the agreement referred to therein may be
limited or otherwise affected by (a) bankruptcy, insolvency, reorganization. moratorium,
fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the
enforcement of creditors' rights and remedies generally and. (b) the unavailability of or limitation
on the availability of, a particular right or remedy. (whether in a proceeding in equity or at'law)
because of an equitable principle,
SECTION 10. Truth in Bonding Statement. The City is proposing to issue $6,065,000
of debt or obligations to (i) refund on a current basis the Refunded Bonds and (ii) pay certain
expenses relating to the issuance and sale of the Series 2001 Bonds including the municipal bond
insurance premium and the reserve account surety bond premium;
,', '. This debt or obligation is expected to be repaid within 20 years from proceeds of Net
Rev~nues of the System. At the interest rates shown on the cover page of the Official Statement,
... total interest paid over the life of the debt or obligation will be $3.519,219,37.
,
Authorizing this debt or obligation will result in a minimum of $482,267.50 of the Net
Revenues of the System not being available to finance the other services of the City each year for
20 years.
SECTION 11. Termination. (a) 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 Series 2001
Bonds contained in this Purchase Contract. or if the obligations of the Underwriter to purchase.
to accept delivery of and to pay for the Series 2001 Bonds shall be terminated for any reason
permitted by this Purchase Contract. then this Purchase Contract shall terminate and neither the
Underwriter nor the City shall be un~er any further obligation hereunder, except that the
respective obligations of the City and the Underwriter set forth in Section 12 hereof shall continue
in full force and effect.
(b) The Underwriter shall have the right to terminate its obligations under this Purchase
Contract to purchase. to accept delivery of, and to pay for the Series 2001 Bonds by notifying the
City of its election to do so if, after the execution hereof and prior to the Closing,
(1) the marketability of the Series 2001 Bonds or the market price thereof, in
the opinion of the Underwriter, has been {Ilaterial1y adversely affected by an amendment
to the Constitution of the United States or by any legislation (A) adopted by the United
States. (B) recommended to the Congress for passage by the President of the United States,
17 Q:\43802\BP A2001 #2, wpd
or (C) favorably reported for passage to either house of the Congress by any committee
of such house to which such legislation has been referred for consideration, or by any
. decision of any court of the United States or by any ruling or regulation (final, temporary
or proposed) on behalf of the Treasury Department of the United States, the lnternal
Revenue Service or any other authority of the United States affecting the federal income
tax status of the City, its property or income, or the interest on its bonds (including the
Series 2001 Bonds);
(2) the United States shall have become engaged in hostilities that have resulted
'in the declaration of war or a national emergency and such action will, in the opinion of
the Underwriter, materially adversely affect the marketability of the Series 2001 Bonds or
the market price thereof;
(3) there shall have occurred the declaration of a general banking moratorium
by any authority of the United States or the states of New York or Florida and such action
will, in the opinion of the Underwriter, materially adversely affect the marketability of the
Series 200 1 Bonds or the market price thereof;
(4) an event shall have occurred which, in the opinion of the Underwriter,
requires the preparation and publication of a supplement or amendment to the Official
Statement and such action will, in the opinion of the Underwriter, materially adversely
affect the marketability of the Series 2001 Bonds or the market price thereof;
(5) 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 and such action will, in the opinion
of the Underwriter, materially adversely affect the marketability of the Series 2001 Bonds
or the market price thereof;
(6) between the date hereof and the Closing, legislation shall be adopted or any
action shall be taken by the Securities and Exchange Commission which, in the opinion
of the Underwrite~, has the effe~tof requiring the contemplated distribution of the Series
2001 Bondsto be registered under the Securities Act of 1933, as amended, or ofrequiring
the Bond Resolution'to be qualified'under the Trust Indenture Act of 1939;
(7) an order; decree or iI1junction 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 adopted, with the purpose or
effect of prohibiting the issuance, offering or sale of the Se.ries 2001 Bonds as
contemplated hereby or by the Official' Statement or prohibiting the' performance by the
City of its obligations under this Purchase Contract or the Bond Resolution;
18 Q:\43802\BP A2001#2, wpd
of the Underwriter; (b) delivery of and payment for the Series 2001 Bonds pursuant to this
Purchase Contract; and (c) any termination of this Purchase Contract.
SECTION 15. Effectiveness. This Purchase Contract shall become effective upon the
acceptance hereof by the City and the execution by the appropriate representative of the
Underwriter and the designated City officials and shall be valid and enforceable at the time of such
execution.
SECTION 16. Applicable Law. This Contract shall be construed under the laws of the
State of Florida applicable thereto and venue in any action hereunder shall be in Seminole County.
Florida.
SECTION 17. Headings. The headings of the sections of this Purchase Contract are
inserted for convenience only and shall not be deemed to be a part hereof.
SECTION 18. Execution in Counterparts. This Purchase Contract may be executed
in any number of counterparts. each of which shall be deemed an original. but all of which
together shall constitute one and the same agreement.
SECTION 19. Severability. The invalidity or unenforceability of any provision of this
Purchase Contract shall not affect the validity or enforceability of the balance of this Purchase
.Contract.
SECTION 20. Waiver or Modification. No waiver or modification of anyone or more
of the terms and conditions of this Purchase Contract shall be valid unless in writing and signed
by the party or parties making such waiver or agreeing to such modification.
[SIGNATURE PAGE TO FOLLOW]
20 Q:\43802\BPA2001 #2. wpd
(8) the State of Florida shall take any action. or threaten to take any action,
whiCh shall question the existence or powers of the City to issue the Series 2001 Bonds.
SECTION 12. Expenses.
(a) The Underwriter shall be under no obligation to pay. and the City shall pay. all
expenses incident to the performance of the City's obligations hereunder including, but not limited
to: (0 the cost of preparation, printing and delivery of all of the documents referred to in Section
9 hereof including. but not limited to, the Preliminary Official Statement and the. Official
Statement, but excluding the items set forth in paragraph (b) below, (ii) the cost of preparation
and 'printing of the Series '2001 Bonds; (iii) the fees and disbursements of Bond Counsel.
'Disclosure Counsel and Counsel to the City; (vi) the fees of the bond registrar and paying agent,
escrow agent, verification agent, City's auditor and of any other experts, advisors or consultants
retained to assist the City; and (vii) the fees of the bond insurer. the rating agencies, and the
Underwriter's reasonable out-of-pocket. communications/shipping. and computer expenses related
to obtaining bond insurance and ratings, and assisting with preclosing and closing. and (viii) the
fees and expenses of any other engineers, accountants. attorneys, and other experts, consultants
or advisors retained or utilized by the City in connection with the issuance of the Series 2001
Bohds. including the preparation thereof; (ix) the costs of reproducing all necessary copies of any
of the Bond Documents and (x) all travel and other out-of-pocket expenses of the City's staff and
offiCials as incurred in connection with the Closing; all such expenses to be paid by the City as
issuance costs.
(b) the Underwriter shall pay expenses related to the initial purchase and sale of the
Series 2001 Bonds as follows: (i) all advertising expenses; (ii) the cost of preparation and printing
the blue sky and legal investment surveys with respect to the Series 2001 Bonds. if any: and (iii)
all other expenses incurred by them in connection with the public offering of the Series 2001
Bonds other than these noted in Section 12 (a) (vii) above,
SECTION 13. Notices. Any notice or other communication to be given to the City under
this Purchase Contract may be given by delivering the same in writing to the City Manager of the
City of Winter Springs. Florida at City Hall, 1126 East State Road 434, Winter Springs, Florida
32708 and any notice or other communication to be given to the Underwriter under this Purchase
Contract may be given by delivering the same in writing to their representative: Hanifen. lmhoff,
Division of Stifel Nicolaus & Company, Inc.. 1560 N. Orange Avenue, Suite 210. Winter Park,
Florida 32789 Attention: Managing Director.
SECTION 14. Parties in Interest. This Purchase Contract is made solely"for the benefit
of the City and the Underwriter (including the successors or assigns of the Underwriter) and no
other person shall acquire or have any right hereunder or by virtue hereof. All of the City's
representations and agreements contained in Section 7 of this Purchase Contract shall remain
operative and in full force and effect, regardless of: (a) any investigations made by or on behalf
19 Q:\43802\BP A200 1 #2. wpd
(
IN WITNESS WHEREOF, the undersigned hereby agree to the terms and provisions of
this Bond Purchase Contract all as of the day and year first above written.
HANIFEN, IMHOFF
Division of Stifel, Nicolaus & Company, Inc.
BY~
Ma agi . . eetor .
Accepted as of the dated first mentioned above:
CITY OF WINTER SPRINGS, Florida
By: If ~ M 'JJ'I~
City Manager
,.
21 Q:\43802\BP A2DOl #2. wpd
.
.
EXHIBIT "A"
MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS
$6,065,000 Water and Sewer Revenue Refunding Bonds
Maturities Interest
(October 1) Amounts Rates Yields Prices
2002 200,000 4.000% 2.900% I01.249
2003 200,000 4.000 3.150 101.763
2004 215,000 4.000 3.430 101.692
2005 225,000 4.000 3.610 101.492
2006 230,000 4.000 3.760 101.113
2007 240,000 4.000 3.940 100.321
2008 255,000 4.000 4.080 99.502
2009 255,000 4.125 4.200 99.481
2010 270,000 4.250 4.300 99.619
2011 275,000 4.400 4.400 . 100.000
2012 300,000 . 4.550 4.550 100.000
2013 310,000 4,625 4,650 99,763
2014 320.000 4,700 4.750 99.508
2015 345,000 4,800 4.860 99.384
2016 355,000 4.900 4,930 99.675
2017 375,000 4.950 4,980 99.662
2018 390,000 5.000 5.030 99.650
2019 415,000 5.000 5.070 99,168
2020 435,000 5,000 5.100 99.779
2021 455,000 5.000 5.120 98.494
A-I Q:\43802\BP A200 1 #2. wpd
.
4
EXHIBIT B
July 12, 2001
Mayor
City of Winter Springs, Florida
Re: City of Winter Springs, Florida. $6,065,000 Water and Sewer Refunding Revenue
Bonds, Series 2001
ln connection with the proposed issuance by the City of Winter Springs, Florida (the
"City") of $6,065,000 original aggregate principal amount of its Water and Sewer Refunding
Revenue Bonds, Series 2001, referred to above (the "Series 2001 Bonds"), Hanifen, lmhoff,
Division of Stifel Nicolaus & Company, Ine., on behalf of itself and Gardnyr Michael Capital.
lnc.and William R. Hough & Co. (collectively, the "Underwriter") is underwriting a public
offering of the Series 2001 Bonds, Arrangements for underwriting the Series 2001 Bonds will
include a Bond Purchase Contract (the "Purchase Contract") between the City and the
Underwriter, which will embody the terms in respect thereof.
The purpose of this letter is to furnish, pursuant to the provisions of Section 218,385(6),
Florida Statutes, certain information with respect to the arrangements contemplated for the
underwriting of the Series 2001 Bonds as follows:
(A) The nature and estimated amounts of expenses to be incurred by the Underwriter
in connection with the purchase and reoffering of the Series 2001 Bonds are as set forth in
Schedule 1 attached hereto.
(B) There are no "finders" as defined in Section 218.386, Florida Statutes, as amended,
. in connection with the issuance of the Series 2001 Bonds.
(C) Subject to the outcome of negotiations of the terms of the Purchase Contract and
to the successful sale by the Underwriter of all the Series 2001 Bonds at the initial public offering
price, it is our expectation that based on current market conditions, the underwriting spread (i.e.,
the difference between the price at whiCh the Series 2001 Bonds will be initially offered to the
public by the Underwriter and the price to be paid to the City for the Series 2001 Bonds, exclusive
of net original issue discount and accrued interest in both cases) will be $6.63 per $1,000 par
value of the principal amount of the Series 2001 Bonds,
B-1 Q:\43802\BP A200l #2.wpd
~
J
(D) Based on. and as part of the estimated underwriting spread set forth in paragraph
(C). above, the Underwriter will charge a management fee of $0.75 par $1,000 per value of the
. principal amount of the Series 2001 Bonds,
(E) No other fee. bonus or other compensation is estimated to be paid by the
Underwriter in connection with the issue of the Series 2001 Bonds. to any person not regularly
employed or retained' by the Underwriter (including any "finder" as defined in
, . Section 218.386(1)(a). Florida Statutes), except as specifically enumerated as expenses to be
incurred by the Underwriter in the Purchase Contract. as set forth. in Paragraph (A) above.
(F) The name and address of the Underwriter is:
Hanifen, lmhoff
Division of Stifel Nicolaus & Company, Inc.
1560 North Orange Avenue, Suite 210
Winter Park. Florida 32789
We understand that you do not require any further disclosure from the Underwriter,
pursuant to Section 218.385(6). ,Florida Statutes.
Very truly yours,
HANIFEN, IMHOFF
Division of Stifel Nicolaus & Company. lnc.
By:
B-2
.
.
City of Winter Springs, Florida
Schedule 1
to Exhibit B
Underwriter's Estimated Expenses
Dollar
Expenses Amount
Day Loan $ 200
CUSlP, DTC; PSA 900
DaIcomp 600
Underwriter's Counsel 5,000
Courier/Communication/Telefax 750
Travel & Mise. 1,000
Total $ 8 .450
B-3