HomeMy WebLinkAboutHough, William R. & Gardnyr Michael Capital, Inc. and Hanifen, Imhoff -2000 10 03
$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 11 :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 defined).
1. Purchase of Bonds; Security Deposit.
(a) Upon the terms and conditions and upon the basis ofthe 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 ofthe 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
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immediately returned to the Representative uncashed. If this offer is accepted, the check will be held uncashed
as security for the performance by the Underwriters oftheir 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 of the 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 ofthe 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 of the 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. Truth-In-I?onding 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 of5.88%, 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 ofthe 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 ofthe 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
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provisions of the Securities and Exchange Commission ("SEC") Rule 15c2-12 (the "Rule"), deliver to the
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 of the circumstances
under which they were made, not misleading.
(b) As of its date, the Preliminary Official Statement was deemed "final" by the City for
purposes of paragraph (b)(l) of the Rule and, as of the date hereof, the Official Statement is deemed "final" 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 of the System
(collectively, the "Rate Ordinances"), the execution and delivery by the City ofthis 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.
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(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 Constitution 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 ofthis 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 of the 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, financial 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 Documents, the adoption ofthe Bond Resolution, the enactment ofthe 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) Ifbetween 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 circumstances 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 in 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.
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(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 ofthe Series 2000 Bonds or contesting the validity or
enforceability of the Act in any respect relating to authorization for the issuance of the Series 2000 Bonds, the
adoption ofthe Bond Resolution, the enactment ofthe 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
of the 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 of the
Rate Ordinances, or the execution and delivery by the City of this Agreement and the other Bond Documents.
(1) 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 will in 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 fmancial information, audited fmancial
statements and material event notices, as described in the Bond Resolution. The City has not previously been
subject to such provisions ofthe 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 terms 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:
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(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 ofthe 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 ofthe 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 information and statements contained
in the Official Statement are true, correct and complete in all material respects for the purposes for which such
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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 financial condition of the 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 of the City enforceable in
accordance with their respective terms; and under the laws of the State, the holders ofthe 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
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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 ofthe Series 2000 Bonds; or (ii) questioning or affecting the validity ofthe Bond
Documents, the Series 2000 Bonds, or any ofthe 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 offtce of the 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 III the Bond
Resolution satisftes the requirements ofthe Rule.
(vi) A letter from Standard and Poor's Ratings Services ("S&P") and a letter from
Fitch mCA, Inc. conftrming 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 of the Bond Documents,
including but not limited to certifted copies ofthe 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;
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(B) the Bank has all the requisite authority, power, licenses, permits and
franchises, and has full corporate power and legal authority to execute and perform its functions under the Bond
Resolution and the registrar and paying agent agreement;
(C) the performance 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 ofthe 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 perform 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 terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity; 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 perform its obligations under the Bond Resolution and the registrar and paying agent agreement.
(ix) A duly executed copy of the 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 information relating to the Insurer and the Policy, contained in the Official Statement, in form 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 terminate 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 :/Bonds/WRHough/6046/BP 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 of the 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 distribution of the 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 ofthe 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 financial markets or the
United States being such as to materially adversely affect the marketability of the 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 fmancial 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 ofthe 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 financial 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.
If the City shall be unable to satisfY the conditions to the obligation ofthe 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 11, 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 :/Bonds/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 ofthe 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 such counterpart. The execution of this Agreement has been duly authorized by the
City Commission of the City.
15. Notices. Any notices or other communications to 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 bemailedtoWilliamR. 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.
ACCEPTED on October 3,2000
(SEAL)
Attest:
~~~
City Clerk ,~
J :/Bonds/WRHough/6046/BP A2 .doc
Very truly yours,
~:LLIS=C~1t-
CITY OF WINTER SPRINGS, FLORIDA
By: ~ ~~~/L
May
12
EXHIBIT A
MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS
$1,875,000 Serial Bonds
Maturity
(Oct. 1)
2030
Amount
1,875,000.00
Interest
Rate
5.500%
Price
97.280%
Term Bonds
$105,000.00 - 4.500% Term Bonds due Oct. 1,2004 - 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. 1,2009 - Price 99.637%
$135,000.00 - 5.000% Term Bonds due Oct. 1,2011 - Price 100.00%
$140,000.00 - 5.100% Term Bonds due Oct. 1,2013 - Price 99.063%
$165,000.00 - 5.250% Term Bonds due Oct. 1,2015 - 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
to their 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, 2010, 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
(Both Dates Inclusive)
Redemption Price
October 1,2010 through September 30, 2011
October 1, 2011 and thereafter
101%
100%
Mandatory Redemption of Series 2000 Current Interest Bonds
The Series 2000 Current Interest Bonds maturing on October 1, 2004 are subject to mandatory
redemption prior to maturity by lot on October 1, 2002 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:
J :/Bonds/WRHough/6046/BP A2.doc
Exhibit A-l
October 1 of Year
2002
2003
2004
Principal Amount
$30,000.00
40,000.00
35,000.00
The Series 2000 Current Interest Bonds maturing on October 1, 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 Installments through operation of the Redemption Account, as follows:
October 1 of Year
2005
2006
2007
Principal Amount
$40,000.00
45,000.00
55,000.00
The Series 2000 Current Interest Bonds maturing on October 1, 2009 are subject to mandatory
redemption prior to maturity by lot on October 1,2008 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
2008
2009
Principal Amount
$50,000.00
60,000.00
The Series 2000 Current Interest Bonds maturing on October 1, 2011 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
2010
2011
Principal Amount
$65,000.00
70,000.00
The Series 2000 Current Interest Bonds maturing on October 1, 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 Installments through operation of the Redemption Account, as follows:
October 1 of Year
2012
2013
Principal Amount
$65,000.00
75,000.00
The Series 2000 Current Interest Bonds maturing on October 1, 2015 are subject to mandatory
redemption prior to maturity by lot on October 1, 2014 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:
J :/Bonds/WRHough/6046/BP A2. doc
Exhibit A-2
October 1 of Year
2014
2015
Principal Amount
$85,000.00
80,000.00
The Series 2000 Current Interest Bonds maturing on October 1, 2020 are subject to mandatory
redemption prior to maturity by lot on October 1, 2016 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 ofthe Redemption.Account, as follows:
October 1 of Year
2016
2017
2018
2019
2020
Principal Amount
$ 90,000.00
95,000.00
100,000.00
105,000.00
115,000.00
Series 2000 Capital Appreciation Bonds
Maturity Issuance Maturity
(OctI) 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 :/BondsfWRHough/6046/BP A2.doc
Exhibit A-3
EXHIBIT B
Form of Disclosure Letter pursuant to
Section 218.3 85, 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 ofStifel, Nicolaus & Company, Incorporated (the "Underwriters") is
preparing to underwrite a public offering of the 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 ofthe 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 "finders," 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 ofthe
Series 2000 Bonds.
(c) The underwriting spread (Le., 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 2000 Bonds exclusive of original issue discount and accrued
interest in both cases) will be $7.64 per $1,000 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 $1,000 par value of the
principal amount of the Series 2000 Bonds.
(e) There is no other fee, bonus or other compensation to be paid by the Underwriters in
connection with the issuance of the Series 2000 Bonds to any person not regularly
J :/Bonds/WRHough/6046/BP A2.doc
Exhibit B-1
employed or retained by the Underwriters, except as specifically enumerated as
expenses referred to in paragraph (a) above to be incurred by the Underwriters as set
forth in Schedule I attached hereto.
(f) The names of the Underwriters are:
William R. Hough & Co.
225 E. Robinson Street
Suite 465
Orlando, Florida 32801
Hanifen, Imhoff, a division of
Stifel, Nicolaus & Company, Incorporated
1560 N. Orange Avenue
Suite 210
Winter Park, Florida 32789
Gardnyr Michael Capital, Inc.
2281 Lee road
Suite 104
Winter Park, Florida 32789
We understand that you do not require any further disclosure from the Underwriters pursuant to Section
218.385, Florida Statutes.
Very truly yours,
:aL~&;OL~
f
J :/BondslWRHough/6046fBP A2.doc
Exhibit B-2
ITEM
Underwriter's Counsel
PSA, DTC
CUSIP and Day Loan
Communication and Clearance
J :/Bonds/WRHough/6046/BP A2. doc
SCHEDULE I
ESTIMATED EXPENSES
1- 1
TOTAL
(per/$I,OOO
0.73
0.07
0.06
0.20
$1.06
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EXHIBIT B
PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 21,2000
NEW ISSUE - BOOK-ENTRY ONLY
Ratings: Standard & Poor's: "_"
Fitch: "_"
(Financial Guaranty Insured)
(See Ratings and Municipal Bond Insurance herein)
In the opinion of Bond Counsel, assuming compliance with existing statutes, regulations, published rulings and court decisions, and assuming
continuing compliance by the City with certain tax covenants, interest on the Series 2000 Bonds is excludable from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, see
"TAX EXEMPTION" herein for a description of the federal alternative minimum tax on corporations and certain other federal tax consequences of
ownership of the Series 2000 Bonds. Bond Counsel is further of the opinion that the Series 2000 Bonds are exempt from all present intangible personal
property taxes imposed pursuant to Chapter 199, Florida Statutes. Furthermore, in the opinion of Bond Counsel, based on representations of the City,
the Series 2000 Bonds are "qualified tax-exempt obligations "within the meaning of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended.
(See "TAX EXEMPTION" herein).
$6,950,000*
CITY OF WINTER SPRINGS, FLORIDA
Water and Sewer Refunding Revenue Bonds, Series 2000
Due: October 1, as indicated below
Current Interest Bonds Dated: October 1, 2000
Capital Appreciation Bonds Dated: Date of Delivery
The City of Winter Springs, Florida (the "City") is issuing its Refunding Revenue Bonds, Series 2000 (the "Series 2000 Bonds") only in the form of fully
registered bonds in the denomination of $5,000 principal amount or any integral multiple thereof in the case of Series 2000 Bonds which pay interest semi-
annually ("Series 2000 Current Interest Bonds"), and in the original principal amounts set forth herein per $5,000 accreted value at maturity or any integral
multiple thereof in the case of Series 2000 Bonds which do not pay interest until maturity ("Series 2000 Capital Appreciation Bonds"). The Series 2000
Capital Appreciation Bonds bear interest payable only at maturity which maturity amount includes both the original principal amount and interest
compounded semi-annually on each April I and October I, commencing April I ,2001. The Series 2000 Current Interest Bonds will bear interest at the fixed
rates set forth below payable semi-annually on each April I and October 1, commencing April 1, 2001. The Series 2000 Bonds, when issued, will be
registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC") which will act as securities depository
for the Series 2000 Bonds. Purchases of beneficial interests in the Series 2000 Bonds will be made in book-entry form. Purchasers of the Series 2000 Bonds
("Beneficial Owners") will not receive physical delivery of Series 2000 Bonds. Accordingly, principal of and interest on the Series 2000 Current Interest
Bonds and the Accreted Value of the Series 2000 Capital Appreciation Bonds will be paid by First Union National Bank, Charlotte, North Carolina, as paying
agent directly to DTC as the registered owner thereof. Disbursements of such payments to the DTC Participants is the responsibility of DTC and
disbursements of such payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Participants, as more fully described herein.
See "DESCRIPTION OF THE SERIES 2000 BONDS - Book-Entry Only System" herein.
Certain of the Series 2000 Current Interest Bonds are subject to optional and mandatory redemption prior to maturity as set forth herein.
The Series 2000 Bonds are being issued by the City pursuant to Chapter 166, Part 11, Florida Statutes, the City Charter and Resolution No. 665 of the
City as amended and supplemented and particularly as supplemented by Resolution No. 2000-32 ofthe City as supplemented (collectively the "Resolution")
to (i) advance refund all of the City's outstanding Subordinate Water and Sewer Revenue Bonds, Series 1997 (the "Refunded Bonds"); (ii) finance the
acquisition and construction of various capital improvements to the City's combined water and sewer system (the "Project"); (iii) to make a deposit to the
subaccount in the Reserve Account created for the benefit ofthe Series 2000 Bonds, and (iv) finance the costs of issuance of the Series 2000 Bonds including
the municipal bond insurance premium.
The Series 2000 Bonds are secured by a pledge of and are payable solely from the Net Revenues (as defined herein) on a parity and equal status with
the City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 1991 and the City of Winter Springs, Florida Water and Sewer
Refunding Revenue Bonds, Series 1992 (collectively the "Parity Bonds").
The Series 2000 Bonds shall not be or constitute general obligations or indebtedness of the City or the State of Florida or any political
subdivision thereof within the meaning of any constitutional, statutory or charter, provision or limitation, and no holder shall ever have the right
to compel the exercise of the ad valorem taxing power ofthe City or taxation of any real or personal property therein for the payment ofthe Series
2000 Bonds or the making of deposits into the debt service fund, reserve account or other payments provided for in the Resolution. The Series 2000
Bonds shall not constitute a lien upon the System, or any part thereof, or on any other property of or in the City, but shall constitute a lien only
upon the Net Revenues derived from the operation of the System all in the manner provided in the Resolution.
Payment of the principal of and interest on the Series 2000 Bonds when due will be guaranteed by a municipal bond insurance policy to be issued
simultaneously with the delivery of the Series 2000 Bonds by Financial Guaranty Insurance Company.
[INSURER's LOGO]
For a discussion ofthe terms and provisions of such policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" herein and Appendix
D hereto.
This cover page contains certain information for quick reference only. It is not a summary of the Series 2000 Bonds. Investors must read the entire
Official Statement to obtain information essential to the making of an informed investment decision.
MATURITIES, AMOUNTS, INTEREST RATES, AND PRICES
Current Interest Bonds
$_ Serial Bonds
Maturities October 1
Amounts
Interest Rates
Prices or Yields
$_ _% Term Bonds, due October I, _, Price_%
(plus accrued interest from October 1, 2000)
Capital Appreciation Bonds
Maturity
October I
Original
Principal Amount
Initial Amount per
$5,000 at Maturity
Approximate
Yield to Maturity
The Series 2000 Bonds are offered when, as and if issued by the City and accepted by the Underwriters subject to the approving legal opinion of Akerman,
Senterfitt & Eidson, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed on for the City by its counsel, Anthony A. Garganese of Brown,
Ward, Salzman & Weiss, P.A., Orlando, Florida and by Akerman, Senterfitt & Eidson, P.A., Disclosure Counsel. Public Financial Management, Inc., Orlando,
Florida is acting as Financial Advisor to the City in connection with the issuance of the Series 2000 Bonds. The Series 2000 Bonds are expected to be delivered
through the facilities of The Depository Trust Company in New York, New York on or about October _,2000.
WILLIAM R. HOUGH & CO.
GARDNYR MICHAEL CAPITAL, INC.
HANIFEN, IMHOFF, a division of
Stifel, Nicolaus-Company, Inc.
Dated: _ _,2000
.Preliminary, subject to Change
CITY OF WINTER SPRINGS, FLORIDA
OFFICIALS
CITY COMMISSION
PaulP.Partyka
Cindy Gennell
Robert S. Miller
Michael S. Blake
Edward Martinez, Jr.
David McLeod
Mayor
Vice Mayor/Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
CITY MANAGER
Ronald McLemore
CITY ATTORNEY
Anthony A. Garganese
Brown, Ward, Salzman & Weiss, P.A.
Orlando, Florida
FINANCE DIRECTOR
Louise Frangoul
CITY CLERK
Andrea Lorenzo- Luaces
PUBLIC WORKS/UTILITY DIRECTOR
Kipton Lockcuff
FINANCIAL ADVISOR
Public Financial Management, Inc.
AUDITORS
Deloitte & Touche LLP
BOND COUNSEL
Akerman, Senterfitt & Eidson, P.A.
CONSULTING ENGINEER
CPR Engineers, Inc.
No dealer, broker, salesman or other person has been authorized by the City, the Insurer or the Underwriters to give any
information or to make any representation with respect to the Series 2000 Bonds other than those contained in this Official
Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized
by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale ofthe Series 2000 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. The information set forth herein has been obtained from the City, DTC, the Insurer, and other sources
which are believed to be reliable.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriters do not guarantee the accuracy or completeness of such information.
The information herein is subject to change without notice and neither the delivery hereof nor any sale hereunder at any
time implies that information herein is correct as of any time subsequent to its date. Any statements in this Official Statement
involving estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not as
representations of fact.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2000 BONDS, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2000
BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2000 BONDS HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES
COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THE SERIES 2000 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION
OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES
HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be
comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular
document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have
not been included as appendices to this Official Statement, they may be obtained from the City of Winter Springs, Florida, City
Hall, 1126 East State Road 434, Winter Springs, Florida 32708-2799, (407) 327-1800, Attention: City Clerk, upon prepayment
of reproduction costs, postage and handling expenses.
[REMAINDER OF P AGE INTENTIONALLY LEFT BLANK]
11
TABLE OF CONTENTS
Page
SUMMARY STATEMENT ................................................................... v
The City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. v
The Series 2000 Bonds ................................................................ v
Purpose of the Series 2000 Bonds ....................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. v
Security for the Series 2000 Bonds ....................................................... vi
Redemption ......................................................................... vi
Municipal Bond Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Professionals ........................................................................ vi
Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. vii
Authorizing Resolution and Defmitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. VB
Continuing Disclosure ................................................................ VB
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. VB
Miscellaneous ...................................................................... VB
INTRODUCTION ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 1
DEBT SERVICE REQUIREMENTS ............................................................ 2
ESTIMATED SOURCES AND USES OF FUNDS ................................................. 3
THE CITY ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 3
PURPOSE OF THE SERIES 2000 BONDS ....................................................... 3
PLAN OF REFUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3
DESCRIPTION OF THE SERIES 2000 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
General Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
Book-Entry-Only System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
Redemption Provisions ................................................................ 6
MUNICIPAL BOND INSURANCE ............................................................. 7
SECURITY FOR THE SERIES 2000 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
Rate Covenant ....................................................................... 9
Reserve Account ..................................................................... 9
Construction Fund ................................................................... 10
Renewal and Replacement Fund ........................................................ 10
Investments ........................................................................ 10
ADDITIONALPARITYOBLIGATIONS ....................................................... 11
THE SYSTEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 12
History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
Service Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14
Administration Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15
Water and Wastewater Treatment Plant Operations Division .................................. 15
Water Distribution and Wastewater Collection Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15
Existing Water System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16
Existing Sewer System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 18
Rates and Charges ................................................................... 20
Monthly Residential and General Service ................................................. 21
THE PROJECT ............................................................................ 24
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 24
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 24
TAX EXEMPTION ......................................................................... 25
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 25
111
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT ........................................... 26
UNDERWRITING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26
FINANCIAL ADVISOR ..................................................................... 26
INVESTMENT POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26
RATINGS ................................................................................ 27
FINANCIAL STATEMENTS ................................................................. 27
CONTINUING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 27
VERIFICATION OF MATHEMATICAL COMPUTATIONS ........................................ 27
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 27
ENFORCEABILITY OF REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 28
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 28
CERTIFICATE AS TO OFFICIAL STATEMENT ................................................ 28
APPENDIX A:
APPENDIXB:
General Information Concerning the City
City of Winter Springs, Florida General Purpose Financial Statements for the Year Ended September
30, 1999
Consulting Engineer's Report
Specimen Municipal Bond Insurance Policy
Summary of the Resolution
Form of Proposed Bond Counsel's Opinion
Form of Continuing Disclosure Certificate
Accreted Value Table
APPENDIX C:
APPENDIX D:
APPENDIX E:
APPENDIX F:
APPENDIX G:
APPENDIX H:
IV
SUMMARY STATEMENT
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the facts material to making an investment
decision. The offering by the City of Winter Springs, Florida, of its $6,950,000. Water and Sewer Refunding Revenue
Bonds, Series 2000 (the "Series 2000 Bonds"), to potential investors is made only by means of the entire Official
Statement. No person is authorized to detach this Summary Statement from the Official Statement or otherwise use it
without the entire Official Statement. Capitalized terms used but not defined in this Summary Statement shall have the
same meaning as in the Resolution (as hereinafter defmed), unless the context would clearly indicate otherwise. See
"Summary of the Resolution" - Appendix E hereto.
The City
The City of Winter Springs, Florida (the "City") was originally incorporated in 1959 under the name of the
Village of North Orlando and became the City of Winter Springs in 1972. The City is located in southern Seminole
County in central Florida. Adjacent municipalities are Longwood, Casselberry and Oviedo. The City's estimated 1999
population was 29,220. The City is served by a City Commission - City Manager form of government consisting of a
Mayor, five commissioners and a City Manager. The Mayor and City Commissioners are elected for three-year terms.
The Mayor votes on matters coming before the City Commission only if needed to break a tie vote among the other City
Commissioners. The City Manager is appointed by the City Commission.
For additional information concerning the City, see Appendices A and B hereto.
The Series 2000 Bonds
The Series 2000 Bonds are being issued in fully registered form in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series 2000
Bonds. The Series 2000 Bonds will be available to purchasers in denominations of$5,000 or integral multiples thereof
in the case of the Series 2000 Bonds which pay interest semiannually (the "Series 2000 Current Interest Bonds"), and
in the principal amounts set forth herein per $5,000 Accreted Value at maturity or any integral multiple thereof in the
case of Series 2000 Bonds which do not pay interest until maturity ("Series 2000 Capital Appreciation Bonds"). Interest
on the Series 2000 Current Interest Bonds is payable on April 1 , 2001 and on each October 1 and April 1 thereafter until
maturity or redemption. The Series 2000 Capital Appreciation Bonds bear interest payable only at maturity which
maturity amount includes both the original principal amount and interest compounded semi-annually on each April 1 and
October 1, commencing April 1 , 2001. Amounts due on the Series 2000 Bonds will be paid to Cede & Co., as nominee
for DTC, as registered owner of the Series 2000 Bonds, to be subsequently disbursed to DTC Participants and thereafter
to the Beneficial Owners of the Series 2000 Bonds. See "DESCRIPTION OF THE SERIES 2000 BONDS" herein.
Certain of the Series 2000 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as set forth herein. See "DESCRIPTION OF THE SERIES 2000 BONDS - Redemption Provisions" herein.
Purpose of the Series 2000 Bonds
The Series 2000 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and
Resolution No. 665 of the City as amended and supplemented and particularly as supplemented by Resolution No. 2000-
32 of the City adopted by the City Commission on October _,2000 as supplemented (collectively the "Resolution")
to (i) advance refund all of the City's outstanding Subordinate Water and Sewer Revenue Bonds, Series 1997 (the
"Refunded Bonds"); (ii) finance the acquisition and construction of various capital improvements to the City's combined
water and sewer system (the "Project"); (iii) to make a deposit to the subaccount in the Reserve Account created for the
.
Preliminary, subject to change
v
benefit of the Series 2000 Bonds, and (iv) fmance the costs of issuance of the Series 2000 Bonds including the municipal
bond insurance premium. See "PURPOSE OF THE SERIES 2000 BONDS," "PLAN OF REFUNDING," "THE
PROJECT," and "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Security for the Series 2000 Bonds
The Series 2000 Bonds are payable from and secured by a first lien upon and pledge of the Net Revenues of
the City's combined water and sewer system (the "System"). The lien of the Series 2000 Bonds on the Net Revenues
is on a parity with the lien thereon of the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1991
and the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1992 (collectively the "Parity Bonds").
See "SECURITY FOR THE SERIES 2000 BONDS" herein.
The Series 2000 Bonds shall not be or constitute general obligations or indebtedness of the City or the
State of Florida or any political subdivision thereof within the meaning of any constitutional, statutory or charter,
provision or limitation, and no holder shall ever have the right to compel the exercise of the ad valorem taxing
power of the City or taxation of any real or personal property therein for the payment of the Series 2000 Bonds
or the making of deposits into the debt service fund, reserve account or other payments provided for in the
Resolution. The Series 2000 Bonds shall not constitute a lien upon the System, or any part thereof, or on any
other property of or in the City, but shall constitute a lien only upon the Net Revenues derived from the operation
of the System all in the manner provided in the Resolution.
The Resolution provides that a sum equal to the Reserve Requirement shall be deposited in the subaccount in
the Reserve Account created for the benefit of the Series 2000 Bonds at the time of delivery of the Series 2000 Bonds
and shall be used only for the purposes provided in the Resolution. The "Reserve Requirement" is defmed as the lesser
of (i) the Maximum Bond Service Requirement for the Series 2000 Bonds; (ii) 125% of the Average Annual Bond
Service Requirement for the Series 2000 Bonds, or (iii) 10% of the proceeds of the Series 2000 Bonds. See "SECURITY
FOR THE SERIES 2000 BONDS - Reserve Account.
Redemption
The Series 2000 Bonds maturing on or after October I, _ (other than the Series 2000 Capital Appreciation
Bonds) are subject to optional redemption on or after October 1, _ at the redemption prices described herein. The
Series 2000 Bonds maturing on October 1, _ are subject to mandatory sinking fund redemption beginning October
1, _' See "DESCRIPTION OF THE SERIES 2000 BONDS - Redemption Provisions" herein.
Municipal Bond Insurance
Payment of the principal of, accreted value and interest on the Series 2000 Bonds, when due, will be guaranteed
by a municipal bond insurance policy to be issued simultaneously with the delivery of the Series 2000 Bonds by Financial
Guaranty Insurance Company. See "MUNICIPAL BOND INSURANCE" herein and Appendix D hereto.
Professionals
First Union National Bank, Charlotte, North Carolina, will serve as Registrar and Paying Agent pursuant to the
Resolution and as Escrow Holder pursuant to the Escrow Agreement.
Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, is serving as Bond Counsel and Disclosure Counsel.
Brown, Ward, Salzman & Weiss, P.A., Orlando, Florida, is the City Attorney.
De10itte & Touche LLP is the City's auditor.
Public Financial Management, Inc., Orlando, Florida, is the City's fmancial advisor.
VI
Some of the professionals will be compensated from a portion of the proceeds of the Series 2000 Bonds,
identified as "Cost of Issuance" under the heading "ESTIMATED SOURCES AND USES OF FUNDS" herein. Such
compensation in some instances, but not in regard to the City's auditor, is contingent upon the issuance of the Series 2000
Bonds and the receipt of the proceeds thereof.
Additional Bonds
Subject to certain conditions set forth in the Resolution, the City may from time to time issue Additional Parity
Obligations, (as hereinafter defined) that are payable from and secured by a first lien on and pledge of the Net Revenues
on a parity with the Series 2000 Bonds and the Parity Bonds then Outstanding. See "ADDITIONAL PARITY
OBLIGATIONS" herein.
Authorizing Resolution and Definitions
A summary of the Resolution is set forth in Appendix E hereto. Definitions of certain capitalized words used
in this Official Statement and not otherwise defmed herein have the meaning ascribed to such terms in the Resolution.
Continuing Disclosure
The City has agreed and undertaken for the benefit of the Holders of Series 2000 Bonds, to provide certain
fmancial information and operating data relating to the City and the Series 2000 Bonds and notice of certain enumerated
events pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934. See "CONTINUING DISCLOSURE" herein.
Additional Information
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Descriptions of the Series 2000 Bonds, and other agreements and documents contained herein constitute summaries of
certain provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other
agreements and documents for a more complete description of such provisions.
Investors should contact the City Clerk (407) 327-1800 at City Hall, 1126 East State Road 434, Winter Springs,
Florida 32708-2789, to obtain copies of the Resolution or other documentation referred to herein or with questions
concerning this Official Statement or the Series 2000 Bonds.
Except to the extent otherwise indicated, information contained in this Official Statement was compiled by the
City.
Miscellaneous
The references, excerpts and summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is directed to all such documents for full and complete
statements of all matters of fact relating to the Series 2000 Bonds, the security for the payment of the Series 2000 Bonds,
and the rights and obligations of holders thereof.
The information contained in the Official Statement involving matters of opinion or estimates, whether or not
so expressly stated, are set forth as such and not as representations off act, and no representation is made that any of the
estimates will be realized. Neither this Official Statement nor any statement which may have been made verbally or in
writing is to be construed as a contract with the holders of the Series 2000 Bonds.
[END OF SUMMARY STATEMENT]
Vll
PRELIMINARY OFFICIAL STATEMENT
$6,950,000.
CITY OF WINTER SPRINGS, FLORIDA
WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and all Appendices hereto, is to furnish
certain information with respect to the issuance by the City ofW inter Springs, Florida (the "City") of its Water and Sewer
Refunding Revenue Bonds, Series 2000 (the "Series 2000 Bonds") in the aggregate principal amount of $6,950,000..
The Series 2000 Bonds are being issued pursuant to the Constitution of the State of Florida, Chapter 166, Part
II, Florida Statutes, as amended and supplemented, Chapter 72-718, Laws of Florida, Special Act of 1972, as amended
(the "City Charter") and other applicable provisions of law, and Resolution 665 as amended and supplemented (the
"Original Resolution") and particularly as supplemented by Resolution No. 2000-32, as supplemented (collectively, the
"Resolution"). See Appendix E, "Summary of the Resolution".
The Series 2000 Bonds are payable from and secured by a first lien upon and pledge of the Net Revenue (as
hereinafter defined) derived from the operation of the City's combined Water and Sewer System (the "System"). The
lien of the Series 2000 Bonds on the Net Revenues is on a parity with the lien thereon of the City's outstanding Water
and Sewer Refunding Revenue Bonds, Series 1991 and the City's outstanding Water and Sewer Refunding Revenue
Bonds, Series 1992 (collectively the "Parity Bonds"). The Parity Bonds are currently outstanding in the principal amount
of$20,2l0,000. See "SECURITY FOR THE SERIES 2000 BONDS" herein.
The Series 2000 Bonds are being issued in fully registered form in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series 2000
Bonds. The Series 2000 Bonds will be available to purchasers in denominations of$5,000 of integral multiples thereof
in the case of the Series 2000 Bonds which pay interest semiannually (the "Series 2000 Current Interest Bonds"), and
in the principal amounts set forth herein per $5,000 Accreted Value at maturity or any integral multiple thereof in the
case of Series 2000 Bonds which do not pay interest until maturity ("Series 2000 Capital Appreciation Bonds"). Interest
on the Series 2000 Current Interest Bonds is payable on April 1 , 2001 and on each October 1 and April 1 thereafter until
maturity or redemption. The Series 2000 Capital Appreciation Bonds bear interest payable only at maturity which
maturity amount includes both the original principal amount and interest compounded semi-annually on each April 1 and
October 1, commencing April 1, 2001. Amounts due on the Series 2000 Bonds will be paid to Cede & Co., as nominee
for DTC, as registered owner of the Series 2000 Bonds, to be subsequently disbursed to DTC Participants and thereafter
to the Beneficial Owners of the Series 2000 Bonds. See "DESCRIPTION OF THE SERIES 2000 BONDS" herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized terms used but not defined herein have the same meanings as when used in the Resolution unless
the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 2000 Bonds are
set forth in the Resolution, a summary of which is attached to this Official Statement as Appendix E. The description
of the Series 2000 Bonds, the documents authorizing and securing the same, and the information from various reports
and statements contained herein are not comprehensive or defmitive. All references herein to such documents, reports
and statements are qualified by the entire, actual content of such documents, reports and statements. Copies of such
documents, reports and statements referred to herein that are not included in their entirety in this Official Statement may
be obtained, after payment of applicable copying and mailing costs, from the City of Winter Springs, at City Hall, 1126
East State Road 434, Winter Springs, Florida 32708-2797, Attention: City Clerk, (407) 327-1800.
*
Preliminary, subject to change
DEBT SERVICE REQUIREMENTS
The following table shows the scheduled annual principal, Accreted Value and interest reguirements on the
Series 2000 Bonds, tolal annual debt service on the Series 2000 Bonds, total debt service for the Parity Bonds and
combined debt service for all such Bonds.
Principal
Interest
Aggregate
Series
2000 Bonds
Debt Service
Parity Bonds
Debt Service
Total Series 2000 Bond
and Parity Bonds Debt
Service
Year
Ending
(October 1)
Series 2000 Bonds
2015
$1,772,167
1,776,679
1,769,009
1,774,422
1,771,742
1,770,894
1,762,387
1,770,909
1,760,452
1,762,244
1,755,449
1,765,412
1,760,907
1,752,579
1,760,366
1,757,138
1,758,838
1,755,575
1,756,597
1,751,613
533,750
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
TOTAL
* Includes accrued interest of $
on the Series 2000 Current Interest Bonds.
2
ESTIMATED SOURCES AND USES OF FUNDS
Sources of Funds:
Series 2000 Bond Proceeds
Less Original Issue Discount on Series 2000 Current Interest Bonds
Accrued Interest
City Contribution
$
($
$
$
Total Estimated Sources of Funds $
Uses of Funds
Deposit of Accrued Interest to Interest Account
Deposit to Escrow Account for Refunded Bonds
Deposit to Construction Fund for Project
Deposit to Subaccount in Reserve Account
Underwriter's Discount
Cost of Issuance( 1)
$
$
$
$
$
$
Total Estimated Uses of Funds $
Includes costs of issuance, and other fees and expenses including the municipal bond insurance premium
associated with the issuance of the Series 2000 Bonds.
THE CITY
The City was incorporated in 1959 under the name of the Village of North Orlando and became the City of
Winter Springs in 1976. The City is located in Seminole County, which is a part of the greater Orlando metropolitan
area in East Central Florida. This area is one of the fastest growing areas in the country. The City is primarily a retail,
office and residential area with a small amount oflight industry and commercial. The City currently has a land area of
14.6 square miles and a 1999 population of approximately 29,220. The City operates according to a
Commission/Manager form of government, with an appointed City Manager, five elected City Commissioners and a
separately elected Mayor. The Mayor votes on matters coming before the City Commission only if a vote by the other
Commissions results in a tie.
PURPOSE OF THE SERIES 2000 BONDS
The Series 2000 Bonds are being issued pursuant to Chapter 166, Part II, Florida Statutes, the City Charter and
Resolution No. 665 of the City as amended and supplemented and particularly as supplemented by Resolution No. 2000-
32 of the City adopted by the City Commission on October _, 2000 as supplemented (collectively the "Resolution")
to (i) advance refund all of the City's outstanding Subordinate Water and Sewer Revenue Bonds, Series 1997 (the
"Refunded Bonds"); (ii) fmance the acquisition and construction of various capital improvements to the City's combined
water and sewer system (the "Project"); (iii) to make a deposit to the subaccount in the Reserve Account created for the
benefit of the Series 2000 Bonds, and (iv) finance the costs of issuance of the Series 2000 Bonds including the municipal
bond insurance premium. See "THE PROJECT," and "ESTIMATED SOURCES AND USES OF FUNDS" herein.
PLAN OF REFUNDING
The Refunded Bonds, as of the date of delivery of the Series 2000 Bonds, will be outstanding in the aggregate
principal amount of $2,280,000. To effect the refunding of the Refunded Bonds, the City will enter into an escrow
3
deposit agreement (the "Escrow Agreement") with First Union National Bank, Charlotte, North Carolina, as escrow
holder (the "Escrow Holder"). Pursuant to the terms of the Escrow Agreement, the City will deposit with the Escrow
Holder a portion of the proceeds of the Series 2000 Bonds, as well as other available moneys of the City. Such moneys,
other than beginning cash balances, will be applied on the date of delivery of the Series 2000 Bonds to the purchase of
direct obligations of the United States of America (the "Federal Securities"). The Federal Securities shall mature at such
times and in such amounts as shall be sufficient to pay the principal of interest on such Refunded Bonds on the
redemption date of October 1, 2002. Such Refunded Bonds are subject to redemption on October 1, 2002 at a
redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. Upon deposit
of such moneys into the escrow deposit account (the "Escrow Account") as provided in the Escrow Agreement, in the
opinion of Bond Counsel, the lien of the holders ofthe Refunded Bonds on the pledged revenues pledged to such holders
will no longer be in effect with respect to said Refunded Bonds.
DESCRIPTION OF THE SERIES 2000 BONDS
General Description
The Series 2000 Bonds are being issued in fully registered form in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series 2000
Bonds. The Series 2000 Bonds will be available to purchasers in denominations of$5,000 of integral multiples thereof
in the case of the Series 2000 Bonds which pay interest semiannually (the "Series 2000 Current Interest Bonds"), and
in the principal amounts set forth herein per $5,000 Accreted Value at maturity or any integral multiple thereof in the
case of Series 2000 Bonds which do not pay interest until maturity ("Series 2000 Capital Appreciation Bonds"). Interest
on the Series 2000 Current Interest Bonds is payable on April 1 , 2001 and on each October 1 and April 1 thereafter until
maturity or redemption. The Series 2000 Capital Appreciation Bonds bear interest payable only at maturity which
maturity amount includes both the original principal amount and interest compounded semi-annually on each April 1 and
October 1, commencing April 1 , 2001. Amounts due on the Series 2000 Bonds will be paid to Cede & Co., as nominee
for DTC, as registered owner of the Series 2000 Bonds, to be subsequently disbursed to DTC Participants and thereafter
to the Beneficial Owners of the Series 2000 Bonds. See "DESCRIPTION OF THE SERIES 2000 BONDS" herein.
Book-Entry-Only System
The information set forth under this caption concerning DTC and DTC's book-entry system has been
obtained from sources the City believes to be reliable, but the City takes no responsibility for the accuracy
thereof.
The Series 2000 Bonds will be issued as fully registered bonds without coupons. The Depository Trust
Company ("DTC"), New York, New York, will act as securities depository for the Series 2000 Bonds. The Series 2000
Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee).
One fully registered Series 2000 Bond will be issued for each maturity of the Series 2000 Bonds. Individual purchases
will be made in book-entry form only, in the principal amount or maturity amount of $5,000 or any integral multiple
thereof. Beneficial owners of the Series 2000 Bonds will not receive physical delivery of Series 2000 Bonds.
DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such
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as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Series 2000 Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Series 2000 Bonds on DTC's records. The ownership interest of each actual purchaser of
each Series 2000 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participant's records.
Beneficial Owners will not receive written confirmation from DTC of their transaction, but Beneficial Owners are
expected to receive written confirmation providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2000 Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interest in Series 2000 Bonds, except in the event that use of the book-entry system for the Series 2000 Bonds
is discontinued.
To facilitate subsequent transfers, all Series 2000 Bonds deposited by Participants with DTC are registered in
the name ofDTC's partnership nominee, Cede & Co. The deposit of Series 2000 Bonds withDTC and theirregistration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Series 2000 Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts
such Series 2000 Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Series 2000 Bonds. Under its usual
procedures, DTC will mail an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.' s consenting or voting rights to those Direct Participants to whose accounts in the Series 2000 Bonds
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2000 Bonds will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held
for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not ofDTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal, accreted value and interest to DTC is the responsibility of the City
or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2000 BONDS, AS NOMINEE
OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE SERIES 2000 BOND OR REGISTERED OWNERS
OF THE SERIES 2000 BONDS SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2000 BONDS.
The City shall provide for issuance of Series 2000 Bonds (the "Replacement Certificates") directly to owners
of Series 2000 Bonds other than DTC, or its nominee, but only in the event that (i) DTC determines not to continue to
act as securities depository for the Series 2000 Bonds; or (ii) the City has advised DTC of its determination that DTC
is incapable of discharging its duties as a securities depository of immobilized securities; or (iii) the City has determined
in its sole discretion not to continue the book-entry system of transfer. Upon the occurrence of (i), (ii) or (iii) above, the
City may attempt to locate another qualified securities depository. If the City does not locate another qualified securities
depository to replace DTC, the City shall have authenticated and delivered Replacement Certificates. In the event the
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City makes the determination to issue Replacement Certificates, and has made provision to notify the Beneficial Owners
of Series 2000 Bonds by mailing an appropriate notice to DTC, it shall issue Replacement Certificates at the address of
such owner as it appears in the registration books maintained by the Registrar and principal and accreted value on the
Series 2000 Bonds will be payable when due upon presentation and surrender of such Series 2000 Bonds at the office
of the Paying Agent. Interest payable on any Series 2000 Current Interest Bond on any Interest Date will (except for the
final payment of interest which shall be paid only upon presentation and surrender of the Series 2000 Bonds at the office
of the Paying Agent) be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be
registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding such Interest Date, or by wire transfer to owners of $1,000,000 or more is principal
amount or accreted value of Series 2000 Bonds. Replacement Certificates will be transferable only by presentation and
surrender to the Registrar, together with an assignment duly executed by the owner of the Replacement Certificate, or
by his attorney or legal representative, in form satisfactory to the Registrar and subject to the other conditions set forth
in the Resolution.
The City can make no assurances that DTC will distribute payments of principal of, redemption price, if any,
or interest on the Series 2000 Bonds to the DTC Participants, or that DTC Participants will distribute payments of
principal of, redemption price, if any, accreted value or interest on the Series 2000 Bonds or redemption notice (referred
to below) to the Beneficial Owners of such Series 2000 Bonds or that they will do so on a timely basis, or that DTC or
any of its Participants will act in a manner described in this Official Statement. The City is not responsible or liable for
the failure of DTC to make any payment to any DTC Participant or failure of any DTC Participant to give any notice or
make any payment to a Beneficial Owner in respect to the Series 2000 Bonds or any error or delay relating thereto.
In the event of an insolvency of DTC, or if DTC has insufficient securities to satisfy the claims of the DTC
Participants with respect to deposited securities, DTC Participants may not be able to obtain all of their deposited
securities.
The rights of holders of beneficial interests in the Series 2000 Bonds and the manner of transferring or pledging
those interests is subject to applicable state law. Holders of beneficial interests in the Series 2000 Bonds may want to
discuss the manner of transferring or pledging their interest in the Series 2000 Bonds with their legal advisors.
Redemption Provisions
Optional Redemption of Series 2000 Current Interest Bonds
The Series 2000 Current Interest Bonds maturing on or prior to October 1, 2010, are not redeemable prior to
their 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 1,2010, 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 ifless 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
(Both Dates Inclusive)
Redemption Price
October 1,2010 through September 30, 2011
October 1,2011 and thereafter
101%
100%
Mandatory Redemption of Series 2000 Current Interest Bonds
The Series 2000 Current Interest Bonds maturing on October 1, _ are subject to mandatory redemption prior
to maturity by lot on October 1, _ and on each October 1 thereafter, at a redemption price equal to the principal
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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
Notice of Redemption
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed with the Registrar,
and mailed, first class mail, postage prepaid, to all Owners of Series 2000 Bonds to be redeemed at their addresses as
they appear on the registration books hereinbefore provided for, but failure to mail such notice to one or more Owners
of Series 2000 Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners of Series
2000 Bonds to which notice was duly mailed. Each such notice shall set forth the date fixed for redemption, the
redemption price to be paid and, ifless than all of the Series 2000 Bonds of one maturity are to be called, the distinctive
numbers of such Series 2000 Bonds to be redeemed and in the case of Series 2000 Bonds to be redeemed in part only,
the portion of the principal amount thereof to be redeemed.
Any notice of optional redemption, other than with respect to an advance refunding, shall be circulated only
if sufficient funds have been deposited in the Debt Service Fund to pay the redemption price of the Series 2000 Bonds
to be redeemed.
Official notice of redemption having been given as aforesaid, the Series 2000 Bonds or portions of Series 2000
Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified,
and from and after such date (unless the City shall default in the payment of the redemption price) such Series 2000
Bonds or portions of Series 2000 Bonds shall cease to bear interest. Upon surrender of such Series 2000 Bonds for
redemption in accordance with said notice, such Series 2000 Bonds shall be paid by the Registrar at the redemption price.
Installments of interest due on or prior to the redemption date shall be payable as provided in the Resolution for payment
of interest. Upon surrender for any partial redemption of any Series 2000 Bond, there shall be prepared for the Owner
a new Series 2000 Bond or Series 2000 Bonds of the same maturity in the amount of the unpaid principal of such
partially redeemed Series 2000 Bond. All Series 2000 Bonds which have been redeemed shall be canceled and destroyed
by the Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Issuer as set out below, but no defect
in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is given as above prescribed.
a. Each further notice of redemption given hereunder shall contain the information required
above for an official notice of redemption plus (i) the CUSIP numbers of all Series 2000 Bonds being redeemed; (ii) the
date of issue of the Series 2000 Bonds as originally issued; (iii) the rate of interest borne by each Series 2000 Bond being
redeemed; (iv) the maturity date of each Series 2000 Bond being redeemed; and (v) any other descriptive information
needed to identify accurately the Series 2000 Bonds being redeemed.
b. Each further notice of redemption shall be sent at least 35 days before the redemption date
by registered or certified mail or overnight delivery service to all registered securities depositories then in the business
of holding substantial amounts of obligations of types similar to the type of which the Series 2000 Bonds consist and to
one or more national information services that disseminates notices of redemption of obligations such as the Series 2000
Bonds.
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MUNICIPAL BOND INSURANCE
Concurrently with the issuance of the Series 2000 Bonds, Financial Guaranty Insurance Company ("Financial
Guaranty") will issue its Municipal Bond New Issue Insurance Policy for the Series 2000 Bonds (the "Policy"). The
Policy unconditionally guarantees the payment of that portion of the principal (or accreted value in the case of capital
appreciation bonds) of and interest on the Series 2000 Bonds which has become due for payment, but shall be unpaid
by reason of nonpayment by the issuer of the Series 2000 Bonds (the "Issuer"). Financial Guaranty will make such
payments to State Street Bank and Trust Company, N.A., or its successor as its agent (the "Fiscal Agent"), on the later
of the date on which such principal (or accreted value in the case of capital appreciation bonds) and interest is due or
on the business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic
notice, subsequently confIrmed in writing, or written notice by registered or certified mail, from an owner of Series 2000
Bonds or the Paying Agent of the nonpayment of such amount by the Issuer. The Fiscal Agent will disburse such amount
due on any Series 2000 Bond to its owner upon receipt by the Fiscal Agent of evidence satisfactory to the Fiscal Agent
of the owner's right to receive payment ofthe principal (or accreted value in the case of capital appreciation bonds) and
interest due for payment and evidence, including any appropriate instruments of assignment, that all of such owner's
rights to payment of such principal (or accreted value in the case of capital appreciation bonds) and interest shall be
vested in Financial Guaranty. The term "nonpayment" in respect of a Series 2000 Bond includes any payment of
principal (or accreted value in the case of capital appreciation bonds) or interest made to an owner of a Series 2000 Bond
which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy
in accordance with a final, nonappealable order of a court having competent jurisdiction.
The Policy is non-cancelable and the premium will be fully paid at the time of delivery of the Series 2000
Bonds. The Policy covers failure to pay principal (or accreted value in the case of capital appreciation bonds) of the
Series 2000 Bonds on their respective stated maturity dates or dates on which the same shall have been duly called for
mandatory sinking fund redemption, and not on any other date on which the Series 2000 Bonds may have been otherwise
called for redemption, accelerated or advanced in maturity, and covers the failure to pay an installment of interest on the
stated date for its payment.
Generally, in connection with its insurance of an issue of municipal securities, Financial Guaranty requires,
among other things, (i) that it be granted the power to exercise any rights granted to the holders of such securities upon
the occurrence of an event of default, without the consent of such holders, and that such holders may not exercise such
rights without Financial Guaranty's consent, in each case so long as Financial Guaranty has not failed to comply with
its payment obligations under its insurance policy; and (ii) that any amendment or supplement to or other modification
of the principal legal documents to subject to Financial Guaranty's consent. The specific rights, if any, granted to
Financial Guaranty in connection with its insurance of the Series 2000 Bonds are set forth in the description of the
principal legal documents appearing elsewhere in this Official Statement. Reference should be made as well to such
description for a discussion of the circumstances, if any, under which the Issuer is required to provide additional or
substitute credit enhancement, and related matters.
This Official Statement contains a section regarding the ratings assigned to the Series 2000 Bonds and reference
should be made to such section for a discussion of such ratings and the basis for their assignment to the Series 2000
Bonds.
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 ofthe New
York Insurance Law or by the Florida Insurance Guaranty Association (Florida Insurance Code, ~~ 631.50 et seq.).
Financial Guaranty is a wholly-owned subsidiary ofFGIC Corporation (the "Corporation"), a Delaware holding
company. The Corporation is a subsidiary of General Electric Capital Corporation ("GE Capital"). Neither the
Corporation nor GE Capital is obligated to pay the debts of or the claims against Financial Guaranty. Financial Guaranty
is a mono line fmancial guaranty insurer domiciled in the State ofN ew York and subject to regulation by the State of New
York Insurance Department. As of June 30, 2000, the total capital and surplus of Financial Guaranty was approximately
$1.293 billion. Financial Guaranty prepares financial statements on the basis of both statutory accounting principles and
8
generally accepted accounting principles. Copies of such financial statements may be obtained in writing to Financial
Guaranty at 115 Broadway, New York, New York 10006, Attention: Communications Department (telephone number:
212-312-3000) or to the New York State Insurance Department at 25 Beaver Street, New York, New York 10004-2319,
Attention: Financial Condition Property/Casualty Bureau (telephone number: 212-480-5187).
SECURITY FOR THE SERIES 2000 BONDS
General
The Series 2000 Bonds are being issued as Additional Parity Obligations under the Resolution and are payable
solely from and secured by a prior lien upon and pledge of 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 hereafter issued pursuant to
the Resolution. The Series 2000 Bonds, the Parity Bonds, and any Additional Parity Obligations issued pursuant to the
Resolution are collectively referred to as the "Bonds." In the Resolution, the City irrevocably pledges the Net Revenues
to the payment of the principal of, redemption premium, if any, and interest on the Bonds, the reserves for the Bonds and
all other payments required under the Resolution.
The Bonds do not constitute a general obligation or indebtedness of the City within the meaning of any
constitutional, statutory or charter provision or limitation, and no holder of the Bonds shall ever have the right to require
or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property therein
for the payment of the principal of and interest on the Bonds or the making of any debt service fund, reserve account or
the payments provided for in the Resolution. The Bonds and the indebtedness evidenced thereby do not constitute a lien
upon the System, or any part thereof, or on any other property of or in the City, but shall constitute a lien only on the Net
Revenues all in the manner provided in the Resolution.
The Resolution establishes the Revenue Fund, the Debt Service Fund (which includes the Principal Account, the Interest
Account, the Redemption Account, and the Reserve Account) and the Renewal and Replacement Fund. All such funds
and accounts will be held by the City as trust funds, but no independent trustee as been appointed to hold the monies in
such funds for the benefit of the holders of the Bonds. For information on all funds and accounts and the disposition and
flow of revenues, see "APPENDIX E - Summary of the Resolution" attached hereto.
The establishment of the various funds by the Resolution does not require the establishment of any completely
independent, self-balancing funds as such is commonly defined and used in government accounting, but rather is intended
solely to constitute an earmarking of certain revenues and assets of the System for certain purposes and to establish
certain priorities for application of such revenues and assets as provided in the Resolution.
Rate Covenant
Pursuant to the Resolution, the City has covenanted to fix, establish, revise from time to time, whenever
necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and
facilities of the System which will always provide Revenues in each year sufficient to pay the aggregate of the amount
needed to pay all Cost of Operation and Maintenance as the same shall become due in such year, plus one hundred ten
percent (110%) of the Bond Service Requirement becoming due in such year on the Bonds Outstanding and one hundred
percent (100%) of all other deposits to be made pursuant to the Resolution. Such rates, fees, rental or other charges shall
not be reduced so as to render them insufficient to provide Revenues for such purposes.
Reserve Account
The Resolution provides for the establishment and maintenance of a Reserve Account in the Debt Service Fund.
Upon delivery of the Series 2000 Bonds, the City shall deposit into the subaccount in the Reserve Account established
for the benefit of the Series 2000 Bonds an amount equal to the Reserve Requirement. Pursuant to the Resolution the
"Reserve Requirement" is defined as the lesser of (i) the Maximum Bond Service Requirement for the Series 2000
9
Bonds, (i) 125% of the Average Annual Bond Service Requirement for the Series 2000 Bonds, or (ii) 10% of the
proceeds of the Series 2000 Bonds.
Monies on deposit in each subaccount in the Reserve Account shall be applied in accordance with the provisions
of the Resolution solely for the purpose of the payment of maturing principal of, accreted value, amortization, and
interest on the Bonds Outstanding for which such subaccount was established and for no other Series of Bonds.
Therefore, monies on deposit in the subaccount within the Reserve Account established for the benefit of the Series 2000
Bonds may not be used for holders of the Parity Bonds or any Additional Parity Obligations.
In no event shall the City be required to deposit cash or monies into such subaccount in the Reserve Account
in an amount greater than that amount necessary to ensure that the difference between the Reserve Requirement for the
Series 2000 Bonds and the amounts on deposit in such subaccount on the date of calculation shall be restored not later
than twelve (12) months after the initial date of such deficiency (assuming equal monthly payments into such account
for such twelve (12) month period).
As provided in the Resolution, the City may replace cash on deposit in such subaccount within the Reserve
Account with a surety bond, insurance policy, or letter of credit.
Construction Fund
The Construction Fund was created in the Resolution and shall be used solely for the purpose of paying Costs
of the Project. Other than costs of issuing and delivering the Series 2000 Bonds, the City shall make disbursements or
payments from the Construction Fund to pay the Costs of the Project only upon the filing in the office of the Clerk of
certificates signed by the Finance Director and the Project engineer or other qualified consultant, stating with respect
to each disbursement or payment to be made: (1) the item number of the payment, (2) the name and address of the Person
to whom payment is due, (3) the amount to be paid, and (4) that each obligation, item or cost or expense mentioned
therein has been properly incurred, is in payment of a part of the Cost of the Project and is a proper charge against the
Construction Fund and has not been the basis of any previous disbursement or payment, or that each obligation, item of
cost or expense mentioned therein is a reimbursement of a part of the Cost of the Project which has been paid by the City
or will be paid by the City substantially contemporaneously with such disbursement from the Construction Fund, and
is a proper charge against the Construction Fund, has not been theretofore reimbursed to the City or otherwise been the
basis of any previous disbursement or payment and the City is entitled to reimbursement thereof.
The date of completion of the Project shall be determined by the Project engineer or other qualified consultant
who shall certify such fact in writing to the governing body of the City. Promptly after the date of completion of the
Project, and after paying or making provisions for the payment of all unpaid items of the Cost of the Project, the City
shall deposit in the following order of priority any balance of monies remaining in the Construction Fund in (1) another
construction fund or account established in connection with the projects for which there are insufficient monies present
to pay the costs of such project, (2) the subaccount in the Reserve Account created for the benefit of the Series 2000
Bonds, to the extent of a deficiency therein, and (3) such other fund or account of the City, provided the City has received
an opinion of bond counsel to the effect that such transfer shall not adversely affect the exclusion of interest on the Series
2000 Bonds from gross income for federal income tax purposes.
Renewal and Replacement Fund
The Resolution creates a Renewal and Replacement Fund into which the City is to deposit monthly from the
monies remaining on deposit in the Revenue Fund, an amount equal to one-twelfth (l/12th) of five percent (5%) of the
Gross Revenues received during the immediately preceding Fiscal Year, such deposit to be continued to be made for the
purpose of this fund; provided that no deposit shall be required to be made so long as there is an amount on deposit in
the Renewal and Replacement Fund in the amount of 5% of the Gross Revenues received during the immediately
preceding Fiscal Year. The monies in the Renewal and Replacement Fund shall be used only for the purpose of paying
the cost of extensions, enlargements or additions to, or the replacement of capital assets of the System and emergency
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repairs thereto. Such monies on deposit in such account shall also be used to supplement the Reserve Account, if
necessary, in order to prevent a default in the payment of the principal of and interest on the Bonds.
Investments
Monies in any fund or account created pursuant to the Resolution, with the exception of the Reserve Account,
may be invested and reinvested in Investment Securities which mature not later than the dates on which the monies on
deposit therein will be needed for the purpose of such fund or account. Monies in the subaccount in the Reserve Account
may be invested and reinvested in Investment Securities maturing not later than five (5) years from the date of acquisition
of such investment. All income on such investments, except as otherwise provided in the Resolution, shall be deposited
in the respective funds and account from which such investments were made and be used for the purposes thereof unless
and until the maximum required amount is on deposit and thereafter shall be deposited in the Revenue Fund.
ADDITIONAL P ARITY OBLIGATIONS
The City may issue additional obligations having an equal lien on the Net Revenues and ranking equally in all
other aspects with the Series 2000 Bonds and the Parity Bonds subject to the following conditions as provided in the
Resolution:
1. There shall have been obtained and filed with the City a certificate or other statement of an independent
certified public accountant of suitable experience and responsibility stating: (a) that the books and records of the City
relative to the System have been audited by him; (b) the amount of the Net Revenues of the System, derived for the Fiscal
Year preceding the date of issuance of the proposed Additional Parity Obligations with respect to which such certificate
is made, adjusted as provided in (2) through (5) below; (c) that the aggregate amount of such Net Revenues, as adjusted,
from the System, for such preceding Fiscal Year is equal to not less than one hundred ten percent (110%) of the
Maximum Bond Service Requirement on all obligations issued under the Resolution if any, then outstanding and on the
Additional Parity Obligations with respect to which such certificate is made.
2. Upon recommendation of the Consulting Engineer, historical Net Revenues of the System may be
adjusted by including 100% of the additional Net Revenues, which in the opinion of the Consulting Engineer would have
been derived by the City from rate increases adopted and in effect before the Additional Parity Obligations are issued.
3. Upon recommendation of the Consulting Engineers if the Additional Parity Obligations are to be issued
for the purpose of acquiring an existing water and/or sewer system the Net Revenues may be adjusted by including: 100%
of the additional estimated Net Revenues which in the written opinion of the Consulting Engineers will be derived from
the acquired facility during the first complete Fiscal Year after the issuance of such Additional Parity Obligations (the
Consulting Engineers' report shall be based on the actual operating revenues of the acquired utility for a recent 12-month
period adjusted to reflect the City's ownership and the City's rate structure in effect with respect to the System at the time
of the issuance of the Additional Parity Obligations).
4. Upon recommendation of the Consulting Engineers, if the number of connections as of the first day
of the month in which the proposed Additional Parity Obligations are to be issued exceeds the average number of such
connections during such Fiscal Year, then the Net Revenues shall be adjusted to include the Net Revenues which would
have been received in such Fiscal Year as ifthose additional connections had also been connected to the System during
all of such Fiscal Year.
5. Upon recommendation of the Consulting Engineer, if the City shall have entered into a contract, which
contract shall be for a duration of not less than the fmal maturity of the proposed Additional Parity Obligations, with any
public body, whereby the City shall have agreed to furnish services for the collection, treatment or disposal of sewage
or agreed to furnish services in connection with any water system, then the Net Revenues during the Fiscal Year shall
be increased (to the extent such amounts were not reflected in such Revenues) by the minimum amount which the public
11
body shall guarantee to pay in anyone year for the furnishing of services by the City, after deducting from such payment
the estimated Cost of Operation and Maintenance attributable in such year to such services.
6. The City need not comply with the provisions of paragraph 1 above if and to the extent the Bonds to
be issued are Refunding Bonds, if the City shall cause to be delivered a certificate of an independent certified public
accountant setting forth the Average Annual Debt Service Requirement (i) for the Bonds then Outstanding and (ii) for
all Series of Bonds to be immediately Outstanding thereafter and stating that the Average Annual Debt Service
Requirement pursuant to (ii) above is not greater than that set forth pursuant to (i) above.
7. The City shall not be in default in carrying out of any of the obligations assumed under the Resolution,
and all payments required by the Resolution to be made into the funds and accounts established thereunder shall have
been made to the full extent required
8. The resolution authorizing the issuance ofthe Additional Parity Obligations shall recite that all of the
covenants contained in the Resolution will be applicable to such Additional Parity Obligations, unless in the opinion of
Bond Counsel the failure to make any covenant applicable to such Additional Parity Obligations will not adversely affect
the rights of the Holders of any Outstanding Bonds.
CITY OF WINTER SPRINGS, FLORIDA
WATER AND SEWER SYSTEM HISTORICAL AND ESTIMATED STATEMENT
OF PRO-FORMA DEBT SERVICE COVERAGE
FOR YEARS ENDED SEPTEMBER 30,1996 THROUGH 2000
Audited Unaudited
1996 1997 1998 1999 2000
Operating Revenues $5,021,899 $5,098,941 $5,302,148 $5,652,715 $5,438,518
- User Charges
Connection Fees 327,903 305,914 376,942 1,088,862 368,324
Interest 197,526 212,264 244,022 252,455 98,303
Miscellaneous 26,421 0 1,000 5,660 24,131
Total Income $5,573,749 $5,617,119 $5,924,112 $6,999,692 $5,929,276
Dired Operating Expenses $2,569,791 $2,517,191 $2,696,506 $3,312,000 $2,698,944
Total Net Revenues $3,003,958 $3,099,928 $3,227,606 $3,687,692 $3,230,332
Available for Debt Service
Maximum Bond Requirement
for all Bonds
Coverage
1 - "Direct Operating Expenses" exclude depreciation, interest expense and capital expenditures.
Source: City of Winter Springs Comprehensive Annual Financial Reports and Fiscal Year 2000 numbers are annualized
based on ten months of data.
12
THE SYSTEM
The Resolution defmes the "System" as all properties and assets, real and personal, tangible and intangible,
owned or operated by the City which properties and assets include those properties and assets described as the Seminole
System and the City System in the resolution of the Issuer adopted September 28, 1992 merging the City System and the
Seminole System, used or useful for the collection, transmission, treatment, and disposal of sewage, and for the supply,
storage, treatment, transmission and distribution of water, and all properties and assets hereafter constructed or acquired
as additions, improvements, betterments or replacements thereto and extensions thereof.
The descriptions of the System and other information set forth under this caption is derived from the Consulting
Engineer's Report set forth in Appendix C hereto. The Consulting Engineer's Report should be read in its entirety for
a more detailed description of such System.
History
The System is the result of the combination of two private utilities acquired by the City. Although for debt
purposes the System is a single utility, the City from an operational and permitting perspective treats its sewage facilities
as consisting of the East System and the West System as hereinafter described. Winter Springs was previously known
as the Village of North Orlando. This area was originally a planned development by Florida Land Company. In the
1950's, Florida Land Company commenced development and a utility called North Orlando Water and Sewer Company
was formed. This utility company was acquired by the City in 1984 and serves the western half of the current City limits.
In the 1970's, Winter Springs Land and Development started a Planned Unit Development currently known as
Tuscawilla. The utility company serving this area was Seminole Utilities. Seminole Utilities was acquired by the City
in 1990. This utility served the eastern half of the City. Over the last ten years the City has interconnected both systems
physically and administratively to provide a cost effective and efficient utility system.
Service Area
The service area of the System is defined as the Winter Springs city limits plus a small commercial area in the
neighboring City of Oviedo (sewer only). In connection with the issuance of its Water and Sewer Refunding Revenue
Bonds, Series 1992, the City consolidated for bonding purposes the East and West Systems. All new water and sewer
customers in the service area are, to the extent permitted by the law, required to connect to the System.
The City has a policy that to obtain service, the area must be incorporated into the City. All areas within the
City limits are served with the exception of the RancWand area, which are large country estate type lots served by septic
systems and private wells. As improvements (such as paving projects) are performed, City water service is extended into
the RancWand area. It is estimated that this area represents approximately 150 single-family units.
The projections contained in the table below are based on certain assumptions and estimates and no
representation is made that any of the assumptions or estimates are valid or that any of such projections will be realized.
[REMAINDER OF P AGE INTENTIONALLY LEFT BLANK]
13
Historical and Projected Customer Growth (ERCs)
Fiscal Water Sewer
Year
West East West East
ERCs Population ERCs Population ERCs Population ERCs Population
1995 4,824 14,303 4,930 12,918 4,383 12,995 4,564 12,520
1996 4,959 14,667 5,138 13,515 4,518 13,360 4,917 13,290
1997 5,101 15,051 5,319 14,035 4,660 13,743 5,099 13,813
1998 5,251 15,451 5,504 14,565 4,803 14,133 5,272 14,309
1999 5,524 16,188 5,676 15,059 5,066 14,843 5,442 14,797
2000 5,690 16,674 5,846 15,511 5,218 15,288 5,605 15,241
2001 5,860 17,174 6,022 15,976 5,375 15,747 5,773 15,698
2002 6,036 17,689 6,202 16,455 5,536 16,219 5,947 16,169
2003 6,217 18,220 6,388 16,949 5,702 16,706 6,125 16,654
2004 6,404 18,766 6,580 17,458 5,873 17,207 6,309 17,154
2005 6,596 19,329 6,777 17,981 6,049 17,723 6,498 17,668
Fiscal year ending September 30.
Historical data is based on the City files and the projected growth is based on the historical rate of3%.
Organization
The System has been organized as a Utility Enterprise Fund with management and administration provided
through City staff. As such, the System is responsible for generating the revenues necessary to fund its activities and pay
debt. The City does not have a policy or a practice of making discretionary transfers from the Utility Enterprise Fund
to the General Fund. The Utility Enterprise Fund is charged by the General Fund for indirect costs based on an allocation
plan to recover the System's share of administrative costs of services rendered such as accounts payable, personnel and
information systems support.
The City has an existing staff of managers and directors who have experience in utility management, fmancing
and operations. The personnel strategically involved in System management include the following:
Mr. Ronald McLemore has been the City Manager since 1996. Mr. McLemore has been in leadership positions
in county and local government for 30 years. Most recently, Mr. McLemore served as Assistant County Administrator
for Martin County from 1993 to 1996. Mr. McLemore holds a Masters Degree in Public Administration from the
University of Georgia. He is a member ofthe International City Management Association, American Society for Public
Administration, and was past president of the Winter Springs Rotary Club. In his government positions, he has been
responsible for the fmancing and construction of numerous water and wastewater systems, including acquisitions and
systems integration.
14
Ms. Louise Frangoul has joined the City as Finance Director this past year. Ms. Frangoul has 10 years of
experience in both the public and private accounting sector. Prior to her position with the City, she was employed at the
Central Florida YMCA as the Corporate Controller. The "Y" is a $30 million dollar organization with 20 branch
locations. Prior to her employment with the Y, Ms. Frangoul spent a total of7 years with Coopers & Lybrand, and a
local CPA firm where she was responsible for auditing the financial records for Orange County, Marion County, Town
of Medley, City of Hialeah and various other governmental and non-profit entities. She is a Certified Public Accountant
in the State of Florida and holds a Master's of Business Administration from Rollins College. Ms. Frangoul is a member
of both the American and Florida Institutes of Certified Public Accountants. Ms. Frangoul oversees 9 City employees
and is responsible for all [mancial functions for the City including financial management, accounting, payroll, budgeting,
cash receipts, utility billing, investments and debt functions. Ms. Frangoul reports directly to the City Manager.
Mr. Kipton Lockcuffhas been the Public Works/Utility Director for the City since 1991. Prior to that, Mr.
Lockcuffworked as a consulting engineer for three years and also as Assistant Utility Director for the City of Mar gate
for four years. Mr. Lockcuff is a registered professional engineer in the States of Florida and Pennsylvania and has a
Bachelor's Degree in Environmental Engineering from Penn State University. He has significant past experience
managing municipally and contract operating privately owned water and wastewater utilities, including administration,
organization and training for the construction, operation and maintenance of water and wastewater facilities. Mr.
Lockcuff reports directly to the City Manager.
Mr. Doug Taylor is the Utility Superintendent and has been with the City since 1984. Mr. Taylor has over 30
years experience in water and wastewater treatment plant operations, wastewater collection system maintenance, water
distribution system maintenance, training, and utility construction. Mr. Taylor reports directly to the Utility Director.
Administration Division
This Administrative Division of the System is one of three units comprising the System and consists of three
personnel and is responsible for the supervision of the three divisions of the Utilities Department, as well as certain
[mancial activities involved with the System. The administrative personnel coordinate and supervise the operation and
construction of improvements and expansion to the water and wastewater facilities. Regular reporting requirements of
the various local, state and federal regulatory agencies involved in water and wastewater issues are the responsibilities
of the Administration Division, as well as the continued monitoring and analysis of the infrastructure required for System
operation.
Water and Wastewater Treatment Plant Operations Division
The Water and Wastewater Treatment Plant Operations Division consists of 1 0 water and wastewater treatment
plant operators, all of which are state certified. The water plant operations division oversees the supply, treatment, and
storage of potable water. In addition, the staff associated with water plant operations is also responsible for providing
customers with a safe and reliable supply of drinking water which meets all local, state and federal standards for potable
water quality. The wastewater treatment plant operators are responsible for the operation, maintenance and regulatory
reporting of such operations of the wastewater treatment facilities.
Water Distribution and Wastewater Collection Division
The Water Distribution and Wastewater Collection Division consists of four certified maintenance mechanics,
service workers and general laborers. This division is responsible for the maintenance of raw water mains, water
transmission and distribution mains, gravity sewers and wastewater force mains throughout the City. This division
services over 800 fire hydrants and 34 wastewater lift stations located throughout the System. This division repairs leaks
and major line breaks, new main installation, lift station repairs, correction of wastewater backups and general routine
preventive and emergency water and wastewater treatment plant maintenance.
15
Existing Water System
The water system serves approximately 5,558 connections (approximately 15,223 people) on the former east
system and 5199 connections (approximately 16,409 people) on the former west system for a total of 1 0,757 connections
(31,632 people). The systems are interconnected by the distribution system. The distribution system is supplied from
three water treatment plants; one located in the eastern portion of the service area (Northern Way), one located in the
northwest part of the service area (Clearn Court), and one located in the southwest part of the service area (Bahama
Road). The water treatment facilities use a total of 7 wells and 9 high service pumps. Water is stored in 4 (lone million
and 3 500,000-gallon) storage tanks.
There are approximately 753,000 lineal feet of water lines in the system ranging in size from 2-inches to 18-
inches, and ranging in material from steel to asbestos cement to PVC and ductile iron. There are over 800 fire hydrants
in the System. The oldest materials are the asbestos cement and steel installed from 1959 to around 1975. The PVC and
ductile was installed from 1970 to present.
Water treatment plants do not have "operations" permits. All plants are currently in full compliance with the
regulations of the State of Florida and have excess capacity. Water supply is permitted by the St. Johns River Water
Management District ("SJRWMD"). The Consumptive Use Permit (CUP), Permit Number 8238, expires on October
8,2006 and is based on historical data and growth projections provided by the City to SJRWMD. The City exceeded
permitted flows in 1998 and 1999 by 5.2% and 7.8% respectively. The consulting engineer reports that since 1998, the
Central Florida area has been in a drought condition and higher than normal consumption is to be expected. The
consulting engineer additionally reports that in general, if an entity consistently exceeds the allocated value or if they
exceed the allocated value by over 10% for anyone year, the entity will be required to appear before the SJR WMD staff
to explain the reason(s) for the overage. Ifnecessary, a new permit and/or modification may be required. There are no
definitive rules governing overages.
[REMAINDER OF P AGE INTENTIONALLY LEFT BLANK]
16
Historical and Projected Water Flows
The projections contained in the table below are based on certain assumptions and
estimates and no representation is made that any of the assumptions or estimates are valid or that
any of such projections will be realized.
Population Average Daily Flow Total
Year Residential Commercial Residential Commercial ADF Actual ADF
(MGD) (MGD) (MGD) (MGD)
1990 21,555 3.60 3.60
1991 22,292 3.06 3.06
1992 23,057 500 3.27 0.05 3.32 3.34
1993 23,848 608 3.22 0.06 3.28 3.64
1994 24,670 758 3.92 0.08 4.00 3.52
1995 25,521 897 3.18 0.09 3.27 3.60
1996 26,403 3,420 3.16 0.34 3.50 3.77
1997 27,317 3,845 3.14 0.38 3.52 3.81
1998 27,859 4,336 3.21 0.43 3.64 4.28
1999 28,415 4,905 3.28 0.5 3.78 4.31
2000 28,986 5,567 3.35 0.56 3.91
2001 29,574 6,339 3.42 0.64 4.06
2002 30,175 7,242 3.5 0.72 4.22
2003 30,794 8,301 3.58 0.83 4.41
2004 31,429 9,548 3.66 0.96 4.62
2005 32,623 11,019 3.74 1.1 4.84
2006 32,753 12,758 3.82 1.27 5.09
2007 33,442 14,820 3.9 1.48 5.38
2008 34,151 17,269 3.99 1.73 5.72
2009 34,878 17,760 4.09 1.78 5.87
2010 35,625 18,290 4.18 1.83 6.01
Source - Amendment #4: Master Water and Wastewater Plans, 2/15/92.
Available capacity is 6.7 MGD for all wastewater treatment plants combined.
Water conservation goals were factored into 1995 and beyond in the plan.
17
Existing Sewer System
The wastewater system serves approximately 15,000 people on the West System and approximately 15,000 on
the East System from two separate wastewater facilities for a total of approximately 30,000 people. Each facility is
permitted separately and sewage flow cannot be switched between facilities. However, the effluent/reclaimed distribution
systems are interconnected to allow complete disposal flexibility between the facilities and maximize the utilization of
reclaimed water for beneficial reuse. Both facilities provide reclaimed water to golf courses and also utilize restricted
access spray irrigation sites and percolation ponds. Each wastewater treatment location has two circular, field erected,
steel waste-activated sludge plants, two parallel tertiary filters, a chlorine contact chamber, effluent holding ponds, and
an effluent pumping station. The systems meet full Class I Reliability Criteria.
The West facility, located in the northwest comer of the City on a 19.1-acre tract, is capable of treating 2.5
MGD (design capacity) of wastewater per day with public access disposal capability, currently permitted for 2.07 MGD
of disposal. The current three-monthADF average ending June 2000 is 1.054 MGD. Seventeen (17) lift stations convey
the wastewater to this facility. Improvements to the plant in the last 10 years are the addition of a 2.0 MG effluent storage
tank, effluent transfer pump station, effluent distribution pump station, and the installation of a third blower. In the last
five years, a larger auxiliary generator was installed and the old generator was relocated to Lift Station 7-W.
The East facility, located in the eastern portion of the city on an 11.88 acre tract, is capable of treating 2.24
MGD (design capacity) with an effluent disposal capacity of 2.0 12 MGD. The current three-month ADF ending June
2000 is 0.944 MGD. Seventeen (17) lift stations convey the wastewater to this facility. Recent improvements in the last
five years to this facility include digester addition, chlorine contact chamber, effluent transfer pump station, 3.0 million
gallon reclaimed water storage tank, effluent distribution pump station, blowers were upgraded, and an auxiliary
generator was installed to handle the entire facility.
The collection and transmission system consists of 527,000 lineal feet of gravity sewer ranging in size from 6-
inch to 15-inch with 2,365 manholes and 87,500 lineal feet of force main ranging in size from 4-inch to 20-inch. The
system was first constructed on the west side in 1959 with additions occurring over the years by mostly residential
development. The east side was constructed starting in 1974 as the Tuscawilla PUD and serves predominantly residential
development. This original PUD area is close to its build-out capacity.
As part of the wastewater system, a reclaimed distribution system was developed to dispose of the effluent from
the wastewater reclamation facilities. The reclaimed distribution system serves percolation ponds, parks, golf courses,
rights-of-way, and residential areas with public access quality water. There are currently 1,379 residential customers
on this alternative water source. In addition, the system serves two golf courses, several schools, several parks and other
public areas. There are approximately 177,000 lineal feet of reclaimed water lines in the system ranging in size from
four (4)-inches to eighteen (18)-inches. These lines are predominantly PVC with some DIP. The system is relatively
new with construction starting in the 1980's and a major portion of the residential distribution occurring in the 1990's.
Ifreclaimed water is available, reclaimed distribution systems are required to be constructed by the land developer and
dedicated to the City after construction.
The City recently received design/build proposals for a telemetry system to monitor the operation of the water
facilities (including wells), lift station facilities, and wastewater facilities. This project is a replacement of a very minimal
telemetry system that monitors on-site treatment operations. Equipment will be installed to improve the reliability of
the operations, decrease response time to changes in plant performance and provide additional record-keeping
capabilities. These improvements are expected to be completed in fiscal year 2000/01 for a cost of approximately
$400,000 and will not be financed with proceeds of the Series 2000 Bonds.
18
Winter Springs Historical and Projected Sewer Flows West
Year Population Average Daily Flow
Residential Commercial Total ADF Actual ADF
Residential Commercial (MGD) (MGD) (MGD) MGD)
1990 10,612 0.84
1991 10,900 0.92
1992 11,197 500 1.12 0.05 1.17 0.93
1993 11,501 608 1.15 0.06 1.21 0.93
1994 11,814 758 1.18 0.08 1.26 1.07
1995 12,135 897 1.21 0.09 1.30 1.08
1996 12,465 1,090 1.25 0.11 1.36 1.21
1997 12,804 1,324 1.28 0.13 1.41 1.11
1998 12,904 1,609 1.29 0.16 1.45 1.16
1999 13,004 1,955 1.30 0.20 1.50 1.09
2000 13,106 2,375 1.31 0.24 1.55
2001 13,209 2,886 1.32 0.29 1.61
2002 13,312 3,506 1.33 0.35 1.68
2003 13,416 4,260 1.34 0.43 1.77
2004 13,521 5,176 1.35 0.52 1.87
2005 13,627 6,289 1.36 0.63 1.99
2006 13,733 7,641 1.37 0.76 2.14
2007 13,840 9,284 1.38 0.93 2.31
2008 13,948 11 ,280 1.39 1.13 2.52
2009 14,057 11 ,280 1.41 1.13 2.53
2010 14,167 11,280 1.42 1.13 2.54
Source: Amendment #4: Master Water and Wastewater Plans, 2/15/92.
Facility design capacity is 2.5 MGD.
Actual three month ADF for June 2000 is 1.054 MGD.
19
Historical and Projected Sewer Flows East
Population Average Daily Flow
Year Residential Commercial Residential Commercial Total ADF Actual ADF
(MGD) (MGD) (MGD) (MGD)
1990 9,909 0.73 0.73
1991 10,349 0.74 0.74
1992 10,809 1.08 1.08 0.77
1993 11,208 1.12 1.12 0.94
1994 11,790 1.18 1.18 0.96
1995 12,313 1.23 1.23 0.96
1996 12,860 2,330 1.29 0.23 1.52 0.92
1997 13,431 2,521 1.34 0.25 1.60 1.07
1998 13,881 2,727 1.39 0.27 1.66 0.95
1999 14,345 2,950 1.43 0.30 1.73 0.98
2000 14,286 3,192 1.43 0.32 1.75
2001 16,322 3,453 1.63 0.35 1.98
2002 15,385 3,736 1.58 0.37 1.96
2003 16,365 4,041 1.64 0.40 2.04
2004 16,913 4,372 1.69 0.44 2.13
2005 17,479 4,730 1.75 0.47 2.22
2006 18,065 5,177 1.81 0.52 2.32
2007 18,669 5,536 1.87 0.55 2.42
2008 19,294 5,989 1.93 .060 2.53
2009 19,940 6,480 1.99 0.65 2.64
2010 20,608 7,010 2.06 0.70 2.76
Source: Amendment #4: Master Water and Wastewater Plans, 2/15/92.
Facility design capacity is 2.24 MGD.
Actual three month ADF for June 2000 is 0.944 MGD.
Rates and Charges
The City has a computer billing and collection system in-house.
20
Each customer is billed monthly by the utility for services provided. The utility utilizes a billing system of a
base charge, plus a usage charge per 1,000 gallons. To encourage conservation of water resources, the City has
implemented an incremental block fee system. The higher the usage, the higher the cost per 1,000 gallons. The tariff
schedule is listed below. A residential customer using 10,000 gallons per month (typical customer) would pay a water
and sewer bill of $45 .23, excluding taxes. The rates shown below are exclusive of taxes, franchise fees, surcharges, or
other rate adjustments.
The utility has the authority to discontinue water and sewer service for nonpayment of water and sewer service.
In addition to these charges, connection fees are also required as shown in the tariff schedule.
Monthly Residential and General Service
Water Rates
Meter Size
Base Facility
Charge
5/8" x %" (residential)
1"
1 Yz"
2"
3"
4"
6"
$ 3.58
8.94
17.89
28.62
57.23
89.50
178.85
Gallonage charge per 1,000 gallons
$ 0.91
Individually metered residential customers:
Gallons
Charge Per Thousand
0.000) Gallons
0-10,000
10,001 - 15,000
15,001 - 20,000
20,001 - 25,000
25,001 - 30,000
Over 30,000
$ 0.91
1.25
1.50
1.75
2.00
2.50
Irrigation Meters:
Gallons
Charge Per Thousand
0,000) Gallons
o - 5,000
5,001 - 10,000
10,001 - 15,000
15,001 - 20,000
Over 20,000
$ 1.25
1.50
1.75
2.00
2.50
21
Meter Installation Fees
Sewer Rates
Meter Size
Charge
5/8" x %"
5/8" x %", double check
5/8" x %", double check - remote read
1 " plus backflow prevention device
1 'li" plus backflow prevention device
2" with separate double check valve
Above 2" with backflow prevention device
$120.00
150.00
225.00
200.00
450.00
550.00
Actual Cost
Meter Size
Charge
5/8"
1"
1 Yz"
2"
3"
4"
6"
$ 6.65
16.63
33.24
53.19
106.37
166.25
332.41
Gallonage charge per 1,000 gallons
$ 2.59
Reclaimed Rates
Non-metered Residential Per Month
(No gallonage charge)
$ 5.00
Metered Commercial
Per Month (includes 20,000 gallons)
Over 20,000 Gallons - per 1,000 gallons
$ 5.00
0.25
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22
COMPARISON OF USER CHARGES
Base Fee Consumption Fee Total
Meter Size $!l 000 gal Total
WINTER SPRINGS
Water 5/8" X 3/4" $3.58 $0.91 $9.10 $12.68
2" $28.62 $0.91 $9.10 $37.72
Sewer 5/8" X 3/4" $6.65 $2.59 $25.90 $32.55
2" $53.19 $2.59 $25.90 $79.09
CASSELBERRY
Water 5/8" X 3/4" $4.50 $0.95 $9.50 $14.00
2" $35.97 $0.95 $9.50 $45.47
Sewer 5/8" X 3/4" $7.85 $2.66 $31.70 $39.55
2" $64.45 $2.66 $31. 70 $96.15
OVIEDO
Water 5/8" X 3/4" $5.30 $1. 00 $7.00 $12.30
2" $5.30 $1.00 $7.00 $12.30
Sewer 5/8" X 3/4" $11.00 $2.63 $26.30 $37.30
2" $66.00 $2.63 $26.30 $92.30
LONGWOOD
Water 5/8" X 3/4" $6.25 $1.05/$1.1 0 $8.50 $14.75
2" $6.25 $1.05/$1.1 0 $8.50 $14.75
Sewer 5/8" X 3/4" $26.70 $0.00 $0.00 $26.70
2" $26.70 $0.00 $0.00 $26.70
SANFORD
Water 5/8" X 3/4" $3.14 $1.2/$1.45 $14.00 $17.14
2" $18.85 $1.2/$1.45 $14.00 $32.85
Sewer 5/8" X 3/4" $4.69 $2.2/$3.31 $30.88 $35.57
2" $28.17 $2.2/$3.31 $30.88 $59.05
SEMINOLE COUNTY
Water 5/8" X 3/4" $6.60 $0.65 $6.50 $13.10
2" $39.60 $0.65 $6.50 $46.10
Sewer 5/8" X 3/4" $11.35 $2.59 $25.90 $37.25
2" $11.35 $2.59 $25.90 $37.25
Notes:
I. User charges are based on a total usage of 10,000 gallons.
2. Oviedo water base includes first 3,000 gallons. Sewer base is $11.00 per ERU.
3. Longwood base includes first 2,000 gallons. From 2k to 9k is at a rate of$I.05 and over 9k = $1.10.
4. Sanford base includes first 2,000 gallons.
5. Seminole County charges base fees of$6.60 per ERC for water and $11.35 per ERC for Sewer.
6. The 2" meter is assumed to have 6 ERU's.
7. In City rates only, where applicable.
23
THE PROJECT
The Project, which will be financed from a portion of the net proceeds of the Series 2000 Bonds and other
available funds, includes the construction of extensions of the sewer and water system to the area of the City known as
the Town Center area. The estimated cost of the Project is set forth below.
Improvement
Estimated Cost
Wastewater Force Main Improvements
$1,150,000
$ 770,000
$ 200,000
$ 50,000
$ 580,000
$ 1,000,000
$ 250,000
$ 4,000,000
Water Line Extensions and Improvements
Lift Station Improvements
Gravity Sewer Extensions
Reclaimed Augmentation System
Utility Operations Facility
Well Number 4 at WTP 1
TOTAL
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 2000
Bonds or questioning or affecting the validity of the Series 2000 Bonds or the proceedings and authority under which
they are to be issued. Neither the creation, organization or existence of the City, nor the title of the present City
Commission members or other officials of the City to their respective offices is being contested. There is no litigation
pending which in any manner questions the right of the City to issue the Series 2000 Bonds in accordance with the
provisions of the Resolution and the laws of the State of Florida.
The City experiences routine litigation and claims incidental to the conduct of its affairs. The City carries
substantial insurance for these exposures, and pending claims are defended by and, if necessary, are anticipated to be
paid by the insurance carriers.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 2000 Bonds and the issuance thereof by the City are
subject to the approving opinion of Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Bond Counsel. Copies of such
opinion will be available at the time of the delivery of the Series 2000 Bonds and the proposed form of such opinion is
set forth in Appendix F hereto and reference is made thereto for the terms thereof. The actual legal opinion to be
delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak
only as of its date, and subsequent distribution of its by recirculation of the Official Statement or otherwise shall create
no implication that subsequent to the date ofthe opinion Bond Counsel has reviewed or expresses any opinion concerning
any of the matters referenced in the opinion. Certain legal matters will be passed upon for the City by Anthony A.
Garganese of Brown, Ward, Salzman & Weiss, P.A., City Attorney, Orlando, Florida and by Akerman, Senterfitt &
Eidson, P.A., Disclosure Counsel.
24
TAX EXEMPTION
General
The Internal Revenue Code of 1986 (the "Code") establishes certain requirements which must be met
subsequent to the issuance and delivery of the Series 2000 Bonds for interest thereon to be and remain excluded from
gross income for federal income tax purposes. Noncompliance with such requirements could cause the interest on the
Series 2000 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issue of the
Series 2000 Bonds. Those requirements include, but are not limited to, provisions which prescribe yield and other limits
within which the proceeds of the Series 2000 Bonds and other amounts are to be invested and require, under certain
circumstances, that certain excess investment earnings on the foregoing must be rebated on a periodic basis to the
Treasury Department of the United States. The City has covenanted in the Resolution to comply with each such
requirement.
In the opinion of Bond Counsel, assuming continuous compliance by the City with the Code and the covenants
in the Resolution, under existing statutes, regulations, published rulings, and judicial decisions, and subject to the
conditions described below, interest on the Series 2000 Bonds is excludable from gross income for federal tax purposes
and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations, although such interest is taken into account in determining adjusted current earnings for the purpose of
computing the alternative minimum tax on corporations. Failure by the City to comply subsequent to the issuance ofthe
Series 2000 Bonds with certain requirements of the Code regarding the use, expenditures and investment of Series 2000
Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States may cause
interest on the Series 2000 Bonds to become included in gross income for federal income tax purposes retroactive to their
date of issue. The City has covenanted in the Resolution to comply with all provisions of the Code necessary to, among
other things, maintain the exclusion from gross income of interest on the Series 2000 Bonds. In rendering its opinion,
Bond Counsel has assumed continuing compliance with such covenants.
Prospective purchasers of the Series 2000 Bonds should be aware that ownership ofthe Series 2000 Bonds may
result in other federal tax consequences to certain taxpayers.
In the opinion of Bond Counsel, the Series 2000 Bonds are exempt from all present intangible personal property
taxes imposed pursuant to Chapter 199, Florida Statutes.
Interest on the Series 2000 Bonds may be subject to state or local income taxation under applicable state or local
laws in other jurisdictions. Purchasers of the Series 2000 Bonds should consult their tax advisors as to the income tax
status of interest on the Series 2000 Bonds, in their particular state or local jurisdictions.
During recent years, legislative proposals have been introduced in Congress, and in some cases, enacted, that
altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2000
Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis.
Such alteration of federal tax consequences may have affected the market value of obligations similar in nature to the
Series 2000 Bonds. From time to time, legislative proposals may be introduced which could have an effect on both the
federal tax consequences resulting from the ownership of the Series 2000 Bonds and their market value. No assurance
can be given that any such legislative proposals, if enacted, would not apply to, or would not have an adverse effect upon,
the Series 2000 Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the
Series 2000 Bonds may affect the tax status of interest on the Series 2000 Bonds. Moreover, except as stated above,
Bond Counsel expresses no opinion regarding federal or state tax consequences arising with respect to the Series 2000
Bonds. Prospective purchasers of the Series 2000 Bonds are advised to consult their own tax advisors as to the
applicability of other federal or state tax consequences.
25
Assuming the City can rectify certain representations and findings made by the City in the Resolution upon the
issuance of the Series 2000 Bonds, the Series 2000 Bonds are "qualified tax-exempt obligations" (within the meaning
of Section 265(b)(3) of the Code), and, in the case of certain [mancial institutions (within the meaning of Section
265(b)(3) of the Code), a deduction is allowed for 80% of that portion of the interest expense of such [mancial
institutions which shall be allocable to interest on the Series 2000 Bonds.
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT
Under the Code, the difference between the maturity amounts of the Series 2000 Bonds maturing in the year
_ and years _ through _ (the "Discount Bonds"), and the initial offering price to the public, excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price
a substantial amount of the Discount Bonds of the same maturity was sold is "original issue discount." Original issue
discount will accrue over the term of such Discount Bonds on a compounded basis. A purchaser who acquires such
Discount Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as
receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue
discount accruing during the period he or she holds such Discount Bonds, and will increase his or her adjusted basis in
such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the
sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and
sale or other disposition of such Discount Bonds which are not purchased in the initial offering at the initial offering price
may be determined according to rules which differ from those above. Owners of such Discount Bonds should consult
their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon
sale, redemption or other disposition of Discount Bonds and with respect to the state and local tax consequences of
owning and disposing of such Discount Bonds.
UNDERWRITING
The Underwriters shown on the cover page hereof have agreed, subject to certain conditions precedent to
purchase the Series 2000 Bonds at a price of$ ($ original par amount, less underwriters' discount
of $ and less original issue discount on the Series 2000 Current Interest Bonds of $ ), plus accrued
interest on the Series 2000 Current Interest Bonds. The Underwriters have furnished the information on the cover page
of this Official Statement pertaining to the public offering prices of the Series 2000 Bonds. The public offering prices
of the Series 2000 Bonds may be changed from time to time by the Underwriters, and the Underwriters may allow a
concession from the public offering prices to certain dealers. None of the Series 2000 Bonds will be delivered by the
City to the Underwriters unless all of the Series 2000 Bonds are so delivered.
FINANCIAL ADVISOR
Public Financial Management, Inc., Orlando, Florida, has served as [mancial advisor to the City in connection
with the issuance of the Series 2000 Bonds.
INVESTMENT POLICY
The City considers all highly liquid investments (including restricted assets) with a maturity of three months
or less when purchased to be cash equivalents. During the 1998 fiscal year, the City adopted GASB Statement No. 31,
Accounting and Financial Reportingfor Certain Investments and External Investment Pools. As a result, all investments
are presented at fair value. The City Charter authorizes the City to invest in direct obligations of or obligations
guaranteed by the Department ofthe Treasury of the United States of America, obligations of specific federal agencies
of the United States of America, bonds, notes, or other evidence of indebtedness issued by the Federal National Mortgage
Association or Federal Home Loan Mortgage Corporation, secured repurchase agreements, bankers' acceptance, money
market, commercial paper, certificates of deposit, and the Local Government Surplus Funds Trust Fund. All investments
must be insured, registered, or held by the City or a trustee in the City's name.
26
RATINGS
Standard & Poor's Ratings Services and Fitch IBCA, Inc., have assigned ratings of "_" and "_,"
respectively, to the Series 2000 Bonds, with the understanding that, upon delivery of the Series 2000 Bonds a municipal
bond insurance policy will be issued by Financial Guaranty. In addition, Standard & Poor's Ratings Services has
issued an underlying rating of A for the Series 2000 Bonds. Such ratings reflect only the views of such organizations
and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the
same, at the following addresses: Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004 and Standard
& Poor's Ratings Services, 55 Water Street, New York, New York 10041. Generally, a rating agency bases its rating
on the information and materials furnished to it and on investigations, studies and assumptions. There is no assurance
such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn
entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any such downward
revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2000 Bonds.
FINANCIAL STATEMENTS
The City's general purpose [mancial statements for its fiscal year ended September 30, 1999 appearing in
Appendix "B" hereto have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report
appearing therein.
CONTINUING DISCLOSURE
The City has agreed and undertaken for the benefit of Series 2000 Bondholders and in order to assist the
Underwriters in complying with the continuing disclosure requirements of Securities and Exchange Commission Rule
15c2-12 (the "Rule"), to provide certain [mancial information and operating data relating to the City and the Series 2000
Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events, if
material. Such undertaking shall only apply so long as the Series 2000 Bonds remain outstanding under the Resolution.
The Annual Report and audited [mancial statements will be filed annually by the City pursuant to the undertaking with
each Nationally Recognized Municipal Securities Information Repository ("NRMSIRs") described in the Continuing
Disclosure Certificate (Appendix G hereto), as well as any state information repository that is subsequently established
in the State of Florida (the "SID"). The notices of material events will be filed by the City with the Municipal Securities
Rulemaking board or the NRMSIRs and with the SID. The specific nature of the information to be contained in the
Annual Report and the notices of material events are described in the Appendix G.
With respect to the Series 2000 Bonds, no party other than the City is obligated to provide, nor is expected to
provide, any continuing disclosure information with respect to the aforementioned Rule. The City failed to timely
provide its Annual Report due March 31, 2000 which it had agreed to provide in connection with the issuance of its
Improvements Refunding Revenue Bonds, Series 1999. The City has now provided such Annual Report to the
NRMSIRs.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The accuracy of the arithmetic computations showing the adequacy of the maturing principal and interest on
the securities to be acquired with a portion of the proceeds of the Series 2000 Bonds, together with other funds available
for that purpose, to pay the principal and interest and applicable redemption premium on the Refunded Bonds, as
described under "THE PLAN OF REFUNDING," have been verified by Causey, Demgen & Moore, Inc., independent
certified public accountants.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act") required
that the City make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed that
27
are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt
obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued
on behalf of private businesses). The City is not and has not since December 31, 1975 been in default as to principal
and interest on its bonds or other debt obligations.
Although the City is not aware of any defaults with respect to bonds or other debt obligations as to which it has
served only as a conduit issuer, it has not undertaken an independent review or investigation of such bonds or other
obligations. The City does not believe that any information about any default would be considered material be a
reasonable investor in the Series 2000 Bonds because the City was not liable to pay the principal of or interest on any
such bonds except from payments made to it by the private companies on whose behalf such bonds were issued and no
funds of the City were used to pay such bonds or the interest thereon.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners ofthe Series 2000 Bonds upon an event of default under the Resolution
and any policy of insurance referred to herein are in many respects dependent upon judicial actions which are often
subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies
specified by the federal bankruptcy code, the Resolution, the Series 2000 Bonds and any policy of insurance referred
to herein may not be readily available or may be limited. The various legal opinions to be delivered concurrently with
the delivery of the Series 2000 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the
enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy,
reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in
writing is to be construed as a contract with the owners of the Series 2000 Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as
a representation by the City or the Underwriters. The information and expressions of opinion herein are subject to
change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under
any circumstances, any implication that there has been no change in the affairs of the City from the date hereof.
This Official Statement is submitted in connection with the sale of the securities referred to herein and may not
be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving
matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact.
CERTIFICATE AS TO OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized by the City Commission of the
City. At the time of delivery ofthe Series 2000 Bonds to the Underwriters, the City will provide to the Underwriters a
certificate (which may be included in a consolidated closing certificate of the City), signed by those City officials who
signed this Official Statement, relating to the accuracy and completeness of certain materials in this Official Statement
and to its being a final official statement in the judgment ofthe undersigned for the purposes ofSEC Rule 15c2-12(b )(3).
CITY OF WINTER SPRINGS, FLORIDA
By: /s/
Mayor
By: /s/
City Manager
28
EXHIBIT C
THE ISSUER HAS ESTABLISHED A BOOK ENTRY SYSTEM OF REGISTRATION FOR THIS BOND.
EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THE RESOLUTION, CEDE & CO., AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), WILL BE THE
REGISTERED OWNER AND WILL HOLD THIS BOND ON BEHALF OF EACH BENEFICIAL OWNER
HEREOF. BY ACCEPTANCE OF A CONFIRMATION OF PURCHASE, DELIVERY OR TRANSFER, EACH
BENEFICIAL OWNER OF THIS BOND SHALL BE DEEMED TO HA VE AGREED TO SUCH
ARRANGEMENT. CEDE & CO., AS REGISTERED OWNER OF THIS BOND, MAY BE TREATED AS THE
OWNER OF IT FOR ALL PURPOSES.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, WITH RESPECT TO ANY
BOND REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS AND REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the following
provisions with respect to the City of Winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series
2000 (the "Bonds"), such policy being on file at the principal office of First Union National Bank, Charlotte, North
Carolina, as paying agent (the "Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders
that portion of the principal (or accreted value in the case of capital appreciation bonds) of and interest on the Bonds
which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for
payment means, with respect to principal (or accreted value in the case of capital appreciation bonds), the stated
maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption
and does not refer to any earlier date on which the payment of principal (or accreted value in the case of capital
appreciation bonds) of the Bonds is due by reason of call for redemption (other than mandatory sinking fund
redemption), acceleration or other advancement of maturity, and with respect to interest, the stated date for payment
of such interest.
Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by
registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment
of principal (or accreted value in the case of capital appreciation bonds) or interest has not been made by the Issuer
to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of
notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Sttreet Bank and
Trust Company, N.A., or its successor as its agent (the "Fiscal Agent"), sufficient to make the portion of such payment
not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right
to receive such payment and any appropraite instruments of assignment required to vest all of such Bondholder I s right
to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder.
As used herein, the term "Bondholder" means the person other than the Issuer or the borrower(s) of bond
proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof.
The policy is non-cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
0R3J0517;6
No. R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS
WATER AND SEWER REFUNDING REVENUE BOND, SERIES 2000
MA TURITY DATE: INTEREST RATE:
DA TED DATE:
CUSIP:
October 1, %
Registered Owner: CED E & CO.
October 1, 2000
Principal Amount: MILLION
AND NO/IOO DOLLARS
HUNDRED
THOUSAND
KNOW ALL MEN BY THESE PRESENTS that the City of Winter Springs, Florida
(hereinafter called the "Issuer") for value received, hereby promises to pay to the order of the
Registered Owner identified above or registered assigns, as herein provided, on the Maturity Date
identified above, upon the presentation and surrender hereof at the principal corporate trust office
of First Union National Bank, Charlotte, North Carolina, solely from the revenues hereinafter
mentioned, the Principal Amount identified above, and to pay, solely from said sources, to the
Registered Owner hereof by check or draft or by wire transfer if such Registered Owner owns
$1,000,000 or more in principal amount of Series 2000 Bonds transmitted to the Registered Owner
at his address as it appears on the bond registration books of the Issuer as it appears on the 15th
day of the calendar month immediately preceding the applicable interest payment date, interest on
said Principal Amount at the Interest Rate per annum identified above on each April 1 and October
1 commencing April 1 , 2001 from the interest payment date next preceding the date of registration
and authentication of this bond, unless this bond is registered and authenticated as of an interest
payment date, in which case it shall bear interest from said interest payment date, or unless this
bond is registered and authenticated prior to April 1, 2001, in which event this bond shall bear
interest from October 1, 2000. Payments of principal and interest shall be made in any coin or
currency of the United States of America which on the date of payment thereof is legal tender for
the payment of public and private debts.
This bond is one of an authorized issue of bonds originally issued in the aggregate original
principal amount of $ (the "Series 2000 Bonds") of like date, tenor and effect, except
as to number, principal amount, maturity, redemption provisions and interest rate, issued to refund
certain outstanding water and sewer debt of the Issuer and to finance the cost of acquiring and
constructing improvements to the Issuer's water and sewer system pursuant to and in full
compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, the Charter of the Issuer, other applicable provisions of
law, Section 19(A) of Resolution No. 665 of the Issuer as amended and supplemented, and
0R310517;6
2
particularly as supplemented by Resolution No. 2000-36 duly adopted by the City Commission
on October 3, 2000, as supplemented (hereinafter collectively call the "Resolution") and is subject
to all the terms and conditions of such Resolution. All capitalized undefined terms used herein
shall have the meaning set forth in the Resolution.
This bond is payable solely from and secured by a prior lien upon and pledge of the Net
Revenues, as defined in the Resolution, derived and collected by the Issuer from the operation of
the Issuer's water and sewer system (the "System"), in the manner provided in the Resolution.
The lien of the Series 2000 Bonds on the Net Revenues is on a parity with the lien thereon of the
Issuer's outstanding Parity Bonds. Reference is made to the Resolution for more complete
definition and description of Net Revenues and the System.
Optional Redemption
The Series 2000 Bonds maturing on or prior to October 1, 2010 and the Series 2000 Bonds
maturing October 1, _ through October 1, _ are not redeemable prior to their respective
maturities. The Series 2000 Current Interest Bonds maturing on or after October 1, 2001, are
subject to redemption prior to their respective maturities, on or after October 1, 2010, at the
option of the Issuer, in whole or in part at any time in such manner as shall be determined by the
Issuer 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) of accrued interest to the redemption date.
[INSERT TABLE]
Mandatory Redemption
The Series 2000 Current Interest Bonds which mature October 1, , are subject to
mandatory redemption in part prior to maturity by lot on October 1 and on each October 1
thereafter, at a redemption price equal to the principal amount thereof plus interest accrued to the
redemption date without premium from Amortization Installments through operation of the
Redemption Account, as follows:
Year
Principal Amount
$
* Final Maturity
Notice of such redemption shall be given in the manner required by the Resolution
described below.
0R310517;6
3
This bond does not constitute a general indebtedness of the Issuer within the meaning of
any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the
Owner of this bond that such Owner shall never have the right to require or compel the exercise
of the ad valorem taxing power of the Issuer or taxation of any real or personal property therein
for the payment of the principal of and interest on this bond or the making of any Debt Service
Fund, or other payments provided in the Resolution.
It is further agreed between the Issuer and the Owner of this bond that this bond and the
indebtedness evidenced hereby shall not constitute a lien upon the System, or any part thereof, or
on any other property of or in the Issuer, but shall constitute a lien only on the Net Revenues
derived from the operation of the System all in the manner provided in the Resolution.
The Issuer in the Resolution has covenanted and agreed with the Owners of the Series 2000
Bonds to fix, establish, revise from time to time whenever necessary, maintain and collect always
such fees, rates, rentals and other charges for the use of the products, services and facilities of the
System which will always provide Revenues in each year sufficient to pay the aggregate of the
amount needed to pay all Cost of Operation and Maintenance as the same shall become due in such
year, plus one hundred ten percent (110 % ) of the Bond Service Requirement becoming due in such
year on the Outstanding Bonds, and one hundred percent (100 %) of all other deposits to be made
pursuant to the Resolution, and that such rates, fees, rentals and other charges will not be reduced
so as to be insufficient to provide Revenues for such purposes. The Issuer has reserved the right
in the Resolution to issue in the future Additional Parity Obligations having a lien on the Net
Revenues equal to the lien thereon of the Series 2000 Bonds and the Parity Bonds. The Issuer has
entered into certain further covenants with the Owners of the bonds of this issue for the terms of
which reference is made to the Resolution.
Neither the members of the City Commission of the Issuer nor any person executing this
bond shall be liable personally hereon or be subject liability or accountability by reason of the
issuance hereof.
It is certified that this bond is authorized by and is issued in conformity with the
requirements of the Constitution and Statutes of the State of Florida.
This bond is and has all the qualities and incidents of a negotiable instrument under Article
8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes but may
be transferred by the Bondowner hereof in person or by his attorney or legal representative at the
principal corporate trust office of the Registrar but only in the manner and subject to the conditions
provided in the Resolution and upon surrender and cancellation of this Bond.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by
the Registrar of the certificate of authentication endorsed hereon.
0R310517;6
4
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has issued this Bond and
has caused the same to be signed by its Mayor, and countersigned and attested to by its City Clerk
(the signatures of the Mayor, and the City Clerk being authorized to be facsimiles of such officers'
signatures), and its seal or facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the 1st day of October, 2000.
CITY OF WINTER SPRINGS, FLORIDA
Mayor
(SEAL)
A TTESTED AND COUNTERSIGNED:
City Clerk
0R310517;6
5
CERTIFICATE OF AUTHENTICATION
This bond is one of the Series 2000 Bonds issued under the provisions of the within mentioned
Resolution.
Date of Authentication:
October , 2000
FIRST UNION NATIONAL BANK, as Registrar
By:
Authorized Signatory
0R3J0517;6
6
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other identifying number of
transferee) the attached bond ofthe City of Winter Springs, Florida,
and does hereby constitute and appoint , attorney, to transfer the said
Bond on the books kept for Registration thereof, with full power of substitution in the premises.
Date
Signature Guaranteed by
(member firm of the
New York Stock Exchange or a commercial
bank or a trust company).
NOTICE: No transfer will be registered and
no new Series 2000 Bonds will be issued in
the name of the Transferee, unless the
signature to this assignment corresponds with
the name as it appears upon the face of the
within bond in every particular, without
alteration or enlargement or any change
whatever and the Social Security or Federal
Employer Identification Number of the
Transferee is supplied.
By:
Title:
0R310517;6
7
EXHIBIT D
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and
delivered by THE CITY OF WINTER SPRINGS, FLORIDA (the "City"), in connection with the
issuance of its $ Water and Sewer Refunding Revenue Bonds, Series 2000 (the
"Series 2000 Bonds").
WITNESSETH:
WHEREAS, the Series 2000 Bonds are being issued pursuant to Resolution No. 665 as
amended and supplemented and particularly as supplemented by Resolution No. 2000-32, as
supplemented (collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the
City; and
WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure
Rule;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated
herein by this reference. All capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Resolution.
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and
as described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2000
Bonds (including persons ho 1ding Series 2000 Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Series 2000 Bonds for federal income
tax purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which the
New York Stock Exchange is closed.
"Disclosure Rule" shall mean Rule 15c2-12(b)( 5) promulgated by the Securities and
Exchange Commission under the authority of the Securities Exchange Act of 1934, as the
0R323802;\
same may be amended or officially interpreted by the Securities and Exchange Commission
from time to time.
" Dissemination Agent" shall mean the City or any successor Dissemination Agent
designated in writing by the City and which has filed with the City written acceptance of such
designation.
"Fiscal Year" shall mean the period commencing on October 1 and ending on
September 30 of the next succeeding year, or such other period of time provided by
applicable law.
"Listed Events" shall mean any of the events listed in Section 5 hereof.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Disclosure Rule. Currently, the following are
National Repositories:
Bloomberg Municipal Repositories
P. O. Box 840
Princeton, NJ 08542-0840
(609) 279-3200
FAX (609) 279-5962
Email: munis@bloomberg.com
Kenny Information Systems, Inc.
Attn: Kenny Repository Service
65 Broadway, 16th Floor
New York, NY 10006
(212) 770-4595
FAX (212) 797-7994
Thomson NRMSIR
Attn: Municipal Disclosure
395 Hudson Street, 3rd Floor
New York, NY 10014
(212) 807-5001
(800) 689-8466
FAX (212) 989-2078
Email: Disclosure@muller.com
DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
(201) 346-0701
Fax: (201) 947-0107
Email: NRMSIR@dpcdata.com
A list of names and addresses of all designated Nationally Recognized Municipal
Securities Information Repositories as of any point in time is available by calling the SEC's
FAX On Demand Service at (202) 942-8088 from a telecopier machine and requesting
document number 0206.
"Obligated Person(s)" shall mean, with respect to the Series 2000 Bonds, those
person(s), other than the bond insurer for the Series 2000 Bonds (the "Bond Insurer"), who
either generally or through an enterprise fund or account of such persons are committed by
0R323802;!
2
contract or other arrangement to support payment of all or a part of the obligations on such
Series 2000 Bonds, which person(s) shall include the City.
"Participating Underwriter" shall mean the original underwriters of the Series 2000
Bonds that are required to comply with the Disclosure Rule in connection with the offering
of such Series 2000 Bonds.
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity designated
by the State of Florida as a state repository for the purpose of the Disclosure Rule and
recognized as such by the Securities and Exchange Commission. As of this date, no such
designation has been made by the State of Florida.
3. Provision of Annual Reports.
(a) Not later than April 30 of each year commencing April 30, 2001, the City shall
provide an Annual Report consistent with the requirements of Section 4 below to each Repository
and to the Bond Insurer. The Annual Report may be submitted as a single document or as separate
documents comprising a package; provided that the City's annual audited financial statements (the
"Audit") may be submitted separately from the balance ofthe Annual Report and later than the date
required above for the filing of the Annual Report if they are not available by that date. If the City's
Fiscal Year changes, the City shall give notice of such change in the same manner as for a Listed
Event under Section 5.
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a)
above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the
Issuer). Ifthe Issuer is unable to provide to the Repositories an Annual Report by the date required
in subsection (a), the Issuer shall send a notice to (i) each National Repository or the Municipal
Securities Rulemaking Board, and (ii) the State Repository in substantially the form attached as
Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual
Report the name and address of each National Repository and the State Repository,
if any; and
(ii) ifthe Dissemination Agent is other than the Issuer, file a report
with the Issuer certifying that the Annual Report has been provided pursuant to this
Disclosure Certificate, stating the date it was provided and listing all the Repositories
to which it was provided.
0R323802; 1
3
4. Contents of Annual Report. The Annual Report shall contain or incorporate by
reference the following:
(a) The Audit for the immediately preceding Fiscal Year, prepared in accordance
with generally accepted accounting principles applicable to operations ofthe City, as same may be
modified from time to time by Florida statutory requirements and the governmental accounting
standards promulgated by the Government Accounting Standards Board; and
If the Issuer's audited financial statements are not available by the time the Annual Report
is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the final Official Statement
dated ,2000 (the "Official Statement"), and the audited financial statements shall be filed
in the same manner as the Annual Report when they become available; and
(b) Updates to the following historical financial information and operating data
presented in the Official Statement:
1. Historical Pro-Forma Debt Service Coverage (5 years)
2. History of System Customers
3. Historical Water Flows
4. Historical Sewer Flows
5. Water Rates
6. Sewer Rates
7. Comparison of Rates to Surrounding Cities
The information provided under Section 4(b) may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public entities, which
have been submitted to each ofthe Repositories or the Securities and Exchange Commission. Ifthe
document included by reference is a final official statement, it must be available from the Municipal
Securities Rulemaking Board. The Issuer shall clearly identify each such other document so
included by reference.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to
be given, notice of the occurrence of any of the following Listed Events with respect to the Series
2000 Bonds, if material:
(i) Delinquency in payment when due of principal or interest on
the Series 2000 Bonds;
(ii)
Non-payment related defaults;
0R323802;1
4
(iii) Amendment to the Resolution modifying the rights of the
Holders of the Series 2000 Bonds;
(iv) Optional, contingent or unscheduled prepayment ofthe Series
2000 Bonds;
(v) Defeasance of the Series 2000 Bonds or any portion thereof;
(vi) Any change in any rating of the Series 2000 Bonds;
(vii) Adverse tax opinions or events adversely affecting the tax-
exempt status of the interest on the Series 2000 Bonds;
(viii) Any unscheduled draw on the reserve account for the Series
2000 Bonds reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by the
Bond Issuer reflecting financial difficulties;
(x) Any substitution ofthe Bond Insurer or any failure ofthe Bond
Insurer to perform on its insurance policy; and
(xi) The release, substitution, or sale of any property securing
repayment of the Series 2000 Bonds or any portion thereof.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event,
the City shall, as soon as possible, determine if such event would be material under applicable
federal securities laws.
(c) Ifthe City has determined that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the City shall promptly report the
occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under
applicable federal securities laws, the City shall file a notice of such occurrence with the Municipal
Securities Rulemaking Board or each National Repository and the State Repository, and send a copy
thereofto the Bond Insurer. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii),
(viii), (ix) or (x) shall always be deemed to be material. Each such notice shall be captioned
"Material Event Notice" and shall prominently state the date, title and CUSIP numbers ofthe Series
2000 Bonds to which it relates. Notwithstanding the foregoing, notice ofthe occurrence of a Listed
Event described in clauses (iv) or (v) of subsection (a) above need not be given under this subsection
any earlier than the notice (if any) ofthe underlying event is given to Holders of affected Series 2000
Bonds pursuant to the Resolution.
0R323802;\
5
6. Termination of Reporting Obligations. The obligations ofthe City hereunder shall
terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series
2000 Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule
by legislative, judicial or administrative action. If such termination occurs prior to the final maturity
of the Series 2000 Bonds, the City shall give notice of such termination in the same manner as for
a Listed Event under Section 5( d).
7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations hereunder and may discharge any such
Dissemination Agent with or without appointing a successor Dissemination Agent.
8. Obligated Persons. The Obligated Person with respect to the Series 2000 Bonds shall
be the City.
9. Default. In the event of a failure of the City or the Dissemination Agent to comply
with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Series 2000
Bonds may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the City or the Dissemination Agent, as the case may
be, to comply with its obligations under this Certificate. Notwithstanding any other provision ofthe
Resolution to the contrary, failure of the City or the Dissemination Agent to comply with the
requirements of this Certificate shall not be considered an event of default under the Resolution, and
the sole remedy under this Certificate in the event of any failure of the City or Dissemination Agent
to comply with the provisions of this Certificate shall be an action to compel performance.
10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and the
Dissemination Agent may amend the provisions of this Certificate without consent of the Holders
of Series 2000 Bonds and any provision ofthis Certificate may be waived provided the undertaking,
as amended or taking into account such waiver, would, in the opinion of nationally recognized bond
counsel, have complied with the requirements of the Disclosure Rule at the time of the original
issuance of the Series 2000 Bonds, after taking into account any amendments or interpretations of
the Disclosure Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation ofthe reason for the amendment or waiver and its impact on the type (or, in the case of
a change of accounting principles, on the presentation) of financial information or operating data
being presented by the City. In addition, ifthe amendment relates to the accounting principles to be
followed in preparing financial statements: (i) notice of such change shall be given in the same
manner as for a Listed Event under Section 5( d); and (ii) the Annual Report for the year in which
the change is made should present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as prepared on the basis ofthe new accounting
principles and those prepared on the basis of the former accounting principles.
0R323802;\
6
11. Additional Information. Nothing herein shall be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this Certificate
or any other means of communication, or including any other information in any Annual Report or
notice of occurrence of a Listed Event, in addition to that which is required by this Certificate. Ifthe
city chooses to include any information in an Annual Report or notice of occurrence of a Listed
Event in addition to that which is specifically required by this Certificate, the City shall have no
obligation to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event.
12. Purpose of this Certificate. This Certificate constitutes the written undertaking for
the benefit of the Holders and Beneficial Owners of the Series 2000 Bonds required by Section
(b)(5)(i) of the Disclosure Rule.
13. Beneficiaries. The covenants contained herein shall inure solely to the benefit ofthe
City, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners
from time to time of the Series 2000 Bonds and shall create no rights in any other person or entity.
14. Governing Law. This Certificate shall be governed by the laws ofthe State of Florida
and Federal law and venue shall be in Seminole County, Florida.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as ofthe _
day of October, 2000.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
0R323802;\
7
EXHIBIT "A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name ofIssuer:
City of Winter Springs, Florida
Name of Bond Issue:
Water and Sewer Refunding Revenue Bonds,
Series 2000 (the "Series 2000 Bonds")
Date of Issuance:
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the
above-named Bonds as required by Sections 3 and 4 ofthe Continuing Disclosure Certificate. The
City anticipates that the Annual Report will be filed by
Dated:
CITY OF WINTER SPRINGS, FLORIDA
By:
Name:
Title:
0R323802;1
8
EXHIBIT E
Financial Guaranty Insurance
Company
115 Broadway
New York, NY 10006
(212) 312-3000
(800) 352-0001
A GE Capital Company
-
FGle,
Commitment
F or Municipal Bond Insurance
Issuer: City of Winter Springs, Florida
Date of Commitment: September 14, 2000
Expiration Date: November 14,2000*
Bonds Insured: Not to exceed $7,000,000 in initial
principal amount of Water and Sewer Refunding
Revenue Bonds, Series 2000
Premium: 0.227% of total debt service on the
Bonds Insured**
FINANCIAL GUARANTY INSURANCE COMPANY
("Financial Guaranty")
A Stock Insurance Company
hereby commits to issue a Municipal Bond New Issue Insurance Policy (the "Policy"), in the form
attached hereto as Exhibit A, relating to the above-described debt obligations (the "Bonds"),
subject to the terms and conditions contained herein or added hereto.
To keep this Commitment in effect after the Expiration Date set forth above, a request for renewal
must be submitted to Financial Guaranty prior to such Expiration Date. Financial Guaranty
reserves the right to refuse wholly or in part to grant a renewal.
THE MUNICIPAL BOND NEW ISSUE INSURANCE POLICY SHALL BE ISSUED IF
THE FOLLOWING CONDITIONS ARE SATISFIED:
1.
The documents to be executed and delivered in connection with the issuance and sale of
the Bonds shall not contain any untrue or misleading statement of a material fact and shall
not fail to state a material fact necessary in order to make the information contained therein
not misleading.
2.
No event shall occur which would permit any purchaser of the Bonds, otherwise required,
not to be required to purchase the Bonds on the date scheduled for the issuance and
delivery thereof.
*
Subject to written acceptance of this Commitment being furnished to Financial Guaranty
by the earlier of the date on which the disclosure document relating to the Bonds is
circulated and September 21,2000.
**
The amount of Bond proceeds deposited with the Trustee or Paying Agent at closing for
the payment of accrued interest shall not be applied as a credit in calculating total debt
service on the Bonds Insured.
Page I of4
Financial Guaranty Insurance
Company
3. There shall be no material change in or affecting the Bonds (including, without limitation,
the security for the Bonds) or the financing documents or the official statement (or any
similar disclosure documents) to be executed and delivered in connection with the issuance
and sale of the Bonds from the descriptions or forms thereof approved by Financial
Guaranty.
4. The Bonds shall contain no reference to Financial Guaranty, the Policy or the municipal
bond insurance evidenced thereby except as may be approved by Financial Guaranty.
5. Financial Guaranty shall be provided with the following:
(a)
(i) Executed copies of all financing documents, the official statement (or any
similar disclosure document), and all Bond documentation evidencing the Issuer's
ability and intent to comply with the Internal Revenue Code of 1986, as amended
(if in the opinion of bond counsel (described below) ongoing compliance would be
necessary to maintain the exemption from federal income taxation of interest on
the Bonds), which shall be in form and substance acceptable to Financial
Guaranty; (ii) the various legal opinions delivered in connection with the issuance
and sale of the Bonds, including, without limitation, the unqualified approving
opinion of bond counsel rendered by a law firm acceptable to Financial Guaranty
and addressed to (oJ with a reliance letter addressed to) Financial Guaran~, which
opinion shall include a statement to the effect that the interest on the Bonds is
excludable from gross income of the holders thereof for federal income tax
purposes under the Internal Revenue Code of 1986, as amended (if the Bonds are
issued as tax-exempt obligations); and (iii) opinion(s) of counsel, addressed to and
in form and substance satisfactory to Financial Guaranty, as to the due
authorization, validity and enforceability of all financing and bond documentation.
Copies of all drafts of such documents and legal opinions (blacklined as
appropriate) prepared subsequent to the date of this Commitment shall be
furnished to Financial Guaranty. Final drafts of such documents shall be provided
to Financial Guaranty at least five (5) business days prior to the issuance of the
Policy unless Financial Guaranty shall approve a shorter period and such
documents shall be satisfactory to Financial Guaranty in all respects.
(b)
Evidence of wire transfer in federal funds in an amount equal to the insurance
premium, unless alternative arrangements for the payment of the premium
acceptable to Financial Guaranty have been made prior to the delivery date of the
Bonds.
On or prior to the date of delivery of the Policy, Financial Guaranty shall receive J
letter from bond counsel stating that all requirements of all provisions of the
exhibit attached hereto entitled "Legal Documentation Requirements" have been
satisfied and incorporated into the appropriate bond documents.
(c)
All drafts of the preliminary official statement, official statement or any other disclosure
documents and the form of the Bonds should be directed to the attention of Claudette
Littlejohn (212-312-3374) at Financial Guaranty for approval. All other documentation
and any inquiries concerning this Commitment should be directed to ~ W. Wong
~12-312-17.:'i9), the Financial Guaranty analyst assigned to this transaction.
7. All authorizing documents shall be subject to Financial Guaranty's review and approval
and shall incorporate all of the terms and conditions set forth in the exhibit attached hereto
entitled "Legal Documentation Requirements," all of which provisions may, at bond
6.
~ ~ CI:>
J,;r61tl ~
Page 2 of 4
Financial Guaranty Insurance
Company
counsel's election, be incorporated into one article of, or as an exhibit to, the appropriate
authorizing documents, or may be incorporated into the appropriate specific sections of the
appropriate authorizing documents.
8. If the subject transaction includes the issuance of refunding bonds, the following addhional
conditions shall be met:
(a) The Escrow Agreement (the "Escrow Agreement") providing for the refunding of
the bonds to be refunded with the proceeds of the Bonds (the "Prior Bonds") shall
permit the deposit solely of cash, direct non-callable obligations of the United
States of America and securities fully and unconditionally guaranteed as to the
timely payment of principal and interest by the United States of America, to which
direct obligation or guarantee the full faith and credit of the United States of I
America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or
defeased municipal bonds rated AAA by S&P or Aaa by Moody's (or any
combination thereof) ("Direct Obligations") and shall permit substitution of Direct
Obligations for other Direct Obligations solely upon the receipt by the escrow
agent of (i) a new verification of the sufficiency of the escrowed securities
(assuming such substitution has been made) to provide for the payment of the Prior
Bonds in accordance with the terms of the escrow agreement and (ii) an opinion of
bond counsel to the effect that such substitution shall not affect the tax-exempt
status of interest on the Prior Bonds or the Bonds. Modification of the Escrow
Agreement shall not be permitted unless the holders of all of the Prior Bonds
consent to such modification.
(b) At least five business days prior to the proposed date for delivery of the Policy,
Financial Guaranty shall receive for its review and approval (i) the verification by
independent certified public accountants satisfactory to Financial Guaranty of the
accuracy of the mathematical computation of the adequacy of the escrow
established to provide for the payment of the Prior Bonds in accordance with the
terms and provisions of the Escrow Agreement, (ii) as applicable, copies of the
subscription forms for the purchase and issue of U.S. Treasury Securities - State
and Local Government Series which have been stamped as received by the Federal
Reserve Bank or copies of the confirmations of purchase of open market Direct J
Obligations, and (Hi) the form of an opinion of bond counsel addressed to
Financial Guaranty (or a reliance letter relating thereto) to the effect that, upon the
making of the required deposit to the escrow, the legal defeasance of the Prior
Bonds shall have occurred. An executed copy of such opinion shall be forwarded
to Financial Guaranty, together with the documentation requested by Condition 5
hereof.
(c) The Escrow Agreement may provide that cash received by the escrow agent not
required for purchase of the initial investments that are referenced in the
verification report may be invested, in accordance with an opinion of bond counsel /
as described in Condition (a)(ii) above, by the escrow agent, but only in
noncallable Direct Obligations that mature in an amount at least equal to the
purchase price of such Direct Obligations prior to the next scheduled interest
payment date for the Prior Bonds. The escrow agent shall be responsible for
determining compliance with this requirement.
(d) A forward supply contract relating to the provision of such investments which is
acceptable to Financial Guaranty may be entered into at closing if (i) the terms
thereof are consistent with the foregoing requirements, (ii) the Escrow Agreement
Page 3 of 4
Financial Guaranty Insurance
Company
provides that in the event of any discrepancy or difference between the terms of the
forward supply contract and the Escrow Agreement, the terms of the Escrow
Agreement shall be controlling, and (Hi) the verification report shall expressly state
that the adequacy of the escrow to accomplish the refunding project relies solely
on the initial escrowed investments and the maturing principal thereof and interest
income thereon and does not assume performance under or compliance with the
forward supply contract.
9.
The Bonds shall bear a Statement of Insurance in the form attached hereto as Exhibit B
(also available online on our web site at www.filic.com). BOND PROOFS SHALL BE
APPROVED BY FINANCIAL GUARANTY PRIOR TO PRINTING.
10.
The preliminary official statement and the official statement shall (a) be satisfactory in
form and substance to Financial Guaranty and (b) shall contain the language attached
hereto as Exhibit C and only such other references to Financial Guaranty as we shall
supply or approve. Financial Guaranty's official statement language and cover logo are
also available online on our web site at www.fgic.com.
Promptly after the closing of the Bonds, Financial Guaranty shall receiv~ompleted
sets of executed documents (one original and two photocopies), copies o't;hich we will
deliver to each agency rating the Bonds.
11.
David E. Lopp
Team Leader
To keep this commitment in effect to the Expiration Date set forth on the first page, Financial
Guaranty must receive a duplicate of this Commitment executed by an appropriate officer of the
Issuer by the earlier of the date on which the disclosure document relating to the Bonds is
circulated and September 21, 2000.
The undersigned agrees that if the Bonds are insured by a policy of municipal bond insurance, such
insurance shall be provided by Financial Guaranty in accordance with the terms of this
Commitment.
Accepted as of
,2000 by [the] City of Winter Springs, Florida.
By:
Name:
Title:
Wong\commit\FL-City of Winter Springs. doc
5021195
Page 4 of 4
EXHIBIT F
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of July 20, 1999, by and between the City
of Winter Springs, Florida (the "City"), a duly constituted and existing municipal corporation
of the State of Florida, and SunTrust Bank, Central Florida, National Association (the
"Escrow Trustee"), a national banking association organized and existing under the laws of the
United States of America, having a principal place of business in Orlando, Florida, as escrow
trustee hereunder.
WHEREAS, the City has previously issued its Improvement Refunding Revenue Bonds,
Series 1989 (the "Refunded Bonds") pursuant to Resolution No. 615 of the City as amended and
supplemented (collectively the "Prior Resolution").
WHEREAS, the Prior Resolution provides that the Refunded Bonds shall be deemed to
have been paid within the meaning and with the effect expressed in the Prior Resolution upon
compliance by the City with the provisions of Section 33 of the Prior Resolution, which provisions
of the Prior Resolution the City hereby represents have not been amended or supplemented; and
WHEREAS, the City has determined to issue, pursuant to a resolution adopted by the City
on June 14, 1999 as supplemented, its $7,998,969.75 aggregate principal amount of Improvement
Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), a portion of the proceeds of
which Series 1999 Bonds will be used to buy securities in order to provide payment for the
Refunded Bonds and discharge and satisfy the pledges, liens and other obligations of the City
under the Prior Resolution in regard to such Refunded Bonds; and
WHEREAS, the issuance of the Series 1999 Bonds, the purchase by the Escrow Trustee
of the hereinafter defined Escrow Securities from a portion of the proceeds thereof, the deposit
of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Trustee and
the discharge and satisfaction ofthe pledges, liens and other obligations of the City under the Prior
Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. The recitals stated above are true and correct and incorporated herein.
0R326211;1
2. Receipt of true and correct copies of the above-mentioned Prior Resolution is
hereby acknowledged by the Escrow Trustee. The applicable and necessary provisions ofthe Prior
Resolution, in particular Section 33 thereof, are incorporated herein by reference. The Escrow
Trustee also acknowledges receipt of the verification report of McGladrey & Dullen dated July
20, 1999 (the "Verification Report"). Reference herein to or citation herein of any provisions of
the Prior Resolution or the Verification Report shall be deemed to incorporate the same as a part
hereof in the same manner and with the same effect as if the same were fully set forth herein.
3. In accordance with the Prior Resolution, the City by this writing exercises the
option to have the pledges, liens and obligations to the holders of the Refunded Bonds discharged
and satisfied.
4. There is hereby created and established with the Escrow Trustee a special,
segregated and irrevocable escrow fund designated the "City of Winter Springs, Florida
Improvement Refunding Revenue Escrow Deposit Fund" (the "Escrow Fund") which Escrow
Fund to be held in the custody of the Escrow Trustee as a trust fund for the benefit of the holders
of the Refunded Bonds, separate and apart from other funds of the City and the Escrow Trustee.
The Escrow Trustee hereby accepts the Escrow Fund and acknowledges the receipt of and deposit
to the credit of the Escrow Fund of the sum of $2,980,287.93 in immediately available funds,
$2,328,287.93 of such funds being received by the City from the sale and delivery of the Series
1999 Bonds and $177,000.00 of such funds being from funds previously held by the City in the
Debt Service Fund for payment of the Refunded Bonds and $475,000.00 being held in the Reserve
Account for the Refunded Bonds.
5. The Escrow Trustee represents and acknowledges that, concurrently with the
deposit of the Escrow Proceeds, it has used $2,980,287.00 of such Escrow Proceeds to purchase
on behalf of and for the account of the City, from the United States Treasury, certain noncallable
direct obligations of the United States of America guaranteed as to full and timely payment (the
"Escrow Securities"), in the aggregate principal or par amount of $2,980,287.00 which are
described in Schedule "A" hereto, and the Escrow Trustee will deposit such obligations to the
Escrow Fund. The Escrow Agent has retained $0.93 of the Escrow Proceeds as uninvested cash
to be applied to pay the difference between the principal amount and interest on maturing Escrow
Securities and the debt service on the Refunded Bonds becoming due on the redemption date.
In the event any of the Escrow Securities described in Schedule "A" hereto are not
available for delivery on July 20, 1999, the Escrow Trustee may, with the approval of Bond
Counsel, substitute other United States Treasury obligations and shall credit such other obligations
to the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have
been delivered. The City will provide the Escrow Trustee and Bond Counsel with a revised
Verification Report of McGladrey & Pullen in regard to the adequacy of the Escrow Securities,
taking into account the substituted obligations to pay the Refunded Bonds in accordance with the
terms hereof. The parties hereto shall not enter into a forward purchase agreement relating to the
future investment of cash held hereunder.
0R326211;1
2
6. In reliance upon the Verification Report, the City represents that the principal
amounts maturing on the Escrow Securities together with the interest to be earned thereon in
accordance with their terms (without consideration of any reinvestment of such maturing principal
and interest), are sufficient together with the uninvested cash available to the Escrow Trustee to
pay the amounts of principal of, redemption premium, and interest due and to become due on the
Refunded Bonds as described in Schedule "B" attached hereto. If the Escrow Securities shall be
insufficient to make such redemption payments, the City shall timely deposit in the Escrow Fund,
solely from legally available funds of the City, such additional amounts as may be required to pay
the Refunded Bonds as described in Schedule "B" hereto. Notice of any insufficiency shall be
given by the Escrow Trustee to the City as promptly as possible, but the Escrow Trustee shall in
no manner be responsible for the City's failure to make such deposits.
7. The deposit of the Escrow Securities in the Escrow Fund shall constitute an
irrevocable deposit of Federal Securities (as defined in the Prior Resolution) in irrevocable trust
with a banking institution solely for the payment of the principal, redemption premium, if any, and
interest on the Refunded Bonds at such times and amounts as set forth in Schedule "B" hereto, and
subject to the provisions of Section 9 hereof, the principal of and interest earnings on such Escrow
Securities shall be used solely for such purposes.
8. The City hereby directs, and the Escrow Trustee hereby agrees, that it will
undertake the timely transfer of money to SunTrust Bank, Central Florida, National Association,
the Paying Agent for the Refunded Bonds (such Paying Agent, and any successors or assigns being
hereinafter referred to as the "Refunded Bonds Paying Agent") in accordance with Schedule "B"
attached hereto, in order to effectuate this Agreement and to pay the Refunded Bonds in the
amounts and at the times provided in said Schedule "B". The liability of the Escrow Trustee to
make such transfer for the payment of the principal of, redemption premium, if any, and interest
on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the
Escrow Securities and the interest earnings thereon and cash available for such purposes in the
Escrow Fund.
9. Money deposited in the Escrow Fund shall be invested and reinvested only in the
Escrow Securities listed in Schedule "A" hereto, and, except as provided in Section 5 hereof and
this section, neither the City nor the Escrow Trustee shall otherwise invest or reinvest any money
in the Escrow Fund.
The Escrow Trustee may not sell or otherwise dispose of any or all of the Escrow
Securities in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it
substitute securities for any of the Escrow Securities, except upon written direction of the City
(which direction may be in the form of a City Resolution or written instructions from an
authorized officer of the City) and where, prior to any such reinvestment or substitution, the
Escrow Trustee has received from the City the following:
0R32621 1;1
3
(a) a written opinion by an independent certified public accountant or firm of
independent certified public accountants, of recognized standing, appointed
by the City and acceptable to the Escrow Trustee, to the effect that after
such reinvestment or substitution the principal amount of Escrow Securities,
together with the interest thereon together with any cash, will be sufficient
to pay the Refunded Bonds as described in Schedule "B" hereto; and
(b) a written opinion of nationally recognized bond counsel to the effect that (i)
such investment will not cause the Refunded Bonds or the Series 1999
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder or otherwise cause the interest on the Refunded
Bonds or the Series 1999 Bonds to be subject to federal income tax, and (ii)
such investment does not violate any provision of Florida law or of any
documents, or resolution of the City relating to the Refunded Bonds or the
Series 1999 Bonds;
In the event the above-referenced verification concludes that there are surplus moneys in
the Escrow Fund, such surplus moneys shall be immediately released to the City. The Escrow
Fund shall continue in effect until the date upon which the Escrow Trustee makes the final
payment to the Refunded Bonds Paying Agent in an amount sufficient to pay the Refunded Bonds
as described in Schedule "B" hereto, whereupon the Escrow Trustee shall sell or redeem any
Escrow Securities remaining in the Escrow Fund, and shall remit to the City the proceeds thereof,
together with all other money, if any, then remaining in the Escrow Fund.
1 O. The City hereby informs the Escrow Trustee that all of the then Outstanding
Refunded Bonds have been called for early redemption on October 1, 1999 at 101.0% of the
principal amount thereof, plus accrued interest to the redemption date. The City hereby
irrevocably instructs the Escrow Trustee to notify the Refunded Bonds Paying Agent of such
redemption and inform each of them to give notice of redemption of the Refunded Bonds as
provided in the Prior Resolution.
11. Concurrently with the deposit of the Escrow Securities and cash set forth in Section
5 hereof, the Refunded Bonds are hereby deemed to have been paid within the meaning and with
the effect expressed in the Prior Resolution.
12. The Escrow Fund hereby created shall be irrevocable and the holders of the
Refunded Bonds shall have an express lien on all Escrow Securities and cash deposited in the
Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used
and applied in accordance with this Agreement. Neither the City or the Escrow Trustee shall cause
or permit any other lien or interest to be imposed upon the Escrow Funds.
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13. This Agreement is made for the benefit of the City and the holders from time to
time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the
written consent of all such holders and the written consent of the Escrow Trustee and Ambac
Assurance Corporation, the insurer for the Series 1999 Bonds provided, however, that the City
and the Escrow Trustee may, without the consent of, or notice to, such holders, but with the
consent of such insurer, enter into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such holders and as shall not be inconsistent with the terms and
provisions of this Agreement, for anyone or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant, or confer upon, the Escrow Trustee for the benefit of the holders
of the Refunded Bonds, any additional rights, remedies, powers or authority
that may lawfully be granted to, or conferred upon, such holders or the
Escrow Trustee; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Trustee shall be entitled to rely exclusively upon an unqualified opinion of
nationally recognized bond counsel with respect to compliance with this Section 13, including the
extent, if any, to which any change, modification or addition affects the rights of the holders of
the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and
provisions of this Section 13.
14. In consideration of the services rendered by the Escrow Trustee under this
Agreement, the City is simultaneously paying to the Escrow Trustee $500; provided, that such fee
shall not include any expenses associated with the performance by the Escrow Trustee at the
request of the City of any extraordinary services, which are payable by the City upon presentation
of an invoice therefor from the Escrow Trustee. The Escrow Trustee shall have no lien
whatsoever upon any of the Escrow Securities or cash in said Escrow Fund for the payment of
such proper fees and expenses. The City further agrees to indemnify and save the Escrow Trustee
harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise
and performance of its powers and duties hereunder, and which are not due to its negligence or
default.
15. The Escrow Trustee, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than thirty (30) days'
written notice to the City and mailing notice thereof, specifying the date when such resignation
will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall
take effect unless a successor Escrow Trustee shall have been appointed by the holders of a
majority in aggregate principal amount of the Refunded Bonds then outstanding or by the City as
hereinafter provided and such successor Escrow Trustee shall have accepted such appointment,
in which event such resignation shall take effect immediately upon the appointment and acceptance
of a successor Escrow Trustee.
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The Escrow Trustee may be removed at any time by an instrument or concurrent
instruments in writing, delivered to the Escrow Trustee and to the City and signed by the holders
of a majority in aggregate principal amount of the Refunded Bonds then outstanding.
In the event the Escrow Trustee hereunder shall resign or be removed, or be dissolved, or
shall be in the course of dissolution or liquidation, or otherwise become incapable of acting
hereunder, or in case the Escrow Trustee shall be taken under the control of any public officer or
officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a
majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument
or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly
authorized in writing; provided, nevertheless, that in any such event, the City shall appoint a
temporary Escrow Trustee to fill such vacancy until a successor Escrow Trustee shall be appointed
by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding
in the manner above provided, and any such temporary Escrow Trustee so appointed by the City
shall immediately and without further act be superseded by the Escrow Trustee so appointed by
such holders. The City shall mail notice of any such appointment made by it at the times and in
the manner described in the first paragraph of this Section 15.
In the event that no appointment of a successor Escrow Trustee or a temporary successor
Escrow Trustee shall have been made by such holders or the City pursuant to the foregoing
provisions of this Section 15 within thirty (30) days after written notice of resignation of the
Escrow Trustee has been given to the City, the holder of any of the Refunded Bonds or any
retiring Escrow Trustee may apply to any court of competent jurisdiction for the appointment of
a successor Escrow Trustee, and such court may thereupon, after such notice, if any, as it shall
deem proper, appoint a successor Escrow Trustee.
No successor Escrow Trustee shall be appointed unless such successor Escrow Trustee
shall be a corporation with trust powers organized under the banking laws of the United States or
any State, and shall have at the time of appointment capital and surplus of not less than
$20,000,000.
Every successor Escrow Trustee appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the City an instrument in writing accepting such appointment
hereunder and thereupon such successor Escrow Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and
obligations of its predecessor; but such predecessor shall nevertheless, on the written request of
such successor Escrow Trustee or the City execute and deliver an instrument transferring to such
successor Escrow Trustee all the estates, properties, rights, powers and trust of such predecessor
hereunder; and every predecessor Escrow Trustee shall deliver all securities and moneys held by
it to its successor; provided, however, that before any such delivery is required to be made, all
fees, advances and expenses of the retiring or removed Escrow Trustee shall be paid in full.
Should any transfer, assignment or instrument in writing from the City be required by any
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successor Escrow Trustee for more fully and certainly vesting in such successor Escrow Trustee
the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor
Escrow Trustee, any such transfer, assignment and instruments in writing shall, on request, be
executed, acknowledged and delivered by the City.
Any corporation into which the Escrow Trustee, or any successor to it in the trusts created
by this Agreement, may be merged or converted or with which it or any successor to it may be
consolidated, or transfers all or substantially all of its corporate trust business to, or any
corporation resulting from any merger, conversion, consolidation or tax-free reorganization to
which the Escrow Trustee or any successor to it shall be a party, if satisfactory to the City, shall
be the successor Escrow Trustee under this Agreement without the execution or filing of any paper
or any other act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
In the event the Escrow Trustee resigns or is removed pursuant to the provisions hereof,
the total fee paid to the Escrow Trustee as provided in Section 14 hereof shall be prorated on a
straight line basis from the date hereof until the final payment is scheduled to be made for the
Refunded Bonds, and the unearned portion of such fee shall be rebated and returned to the City.
16. This Agreement, except for Section 14 hereof, shall terminate when all transfers
and payments required to be made by the Escrow Trustee under the provisions hereof shall have
been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released
to the City.
17. This Agreement shall be governed by the applicable laws of the State of Florida.
18. If anyone or more of the covenants or agreements provided in this Agreement on
the part of the City or the Escrow Trustee to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and shall
in no way affect the validity of the remaining provisions of this Agreement.
19. This Agreement may be executed in several counterparts, all or any of which shall
be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
20. The Issuer will not accelerate the maturity of any Refunded Bonds or exercise any
option to redeem any Refunded Obligations before October 1, 1999.
21. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or certified
mail addressed to:
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SunTrust Bank, Central Florida, National Association
225 E. Robinson Street, Suite 250
Orlando, Florida 32801
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, Florida 32708
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit
Agreement to be executed by their duly authorized officers and appointed officials and their seals
to be hereunder affixed and attested as of the date first above written.
CITY OF WINTER SPRINGS, FLORIDA
By:
Mayor
(SEAL)
ATTEST:
City Clerk
Approved as to form and correctness:
City Attorney
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By:
Chief
Officer
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SCHEDULE A
Security
Maturity Date
October 1, 1999
SLGS
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Par Amount
$2,980,287.00
Coupon
4.54%
Date
Principal
October 1, 1999 $2,875,000
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SCHEDULE B
Redemption
Premium
$26,200.00
10
Interest
$106,075.00
Total
$3,007,275.00