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HomeMy WebLinkAboutGardnyr Michael Capital Bond Purchase Contract -2001 04 27 ISSUER OF WINTER SPRINGS, FLORIDA SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001 (Tuscawilla Improvement Area) BOND PURCHASE CONTRACT April 27, 2001 Honorable Mayor and Issuer Commission ISSUER OF WINTER SPRINGS, FLORIDA 1126 East S.R. 434 Winter Springs, Florida 32708 Dear Mayor and Commissioners: Gardnyr Michael Capital, Inc., as Senior Manager (the "Underwriter"), offers to enter into the following agreement on behalf of itself and the other underwriters listed on Schedule A hereto with you as the governing body, the Issuer of Winter Springs, Florida (the "Issuer"), which, upon your acceptance, will be binding upon you and upon the Underwriter. This offer is made subject to your acceptance on or before 10:00 p.m., local time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice to the Issuer at any time prior to the acceptance hereof by you. 1. PURCHASE AND SALE. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Underwriter hereby agree to purchase from the Issuer for offering to the public and the Issuer hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the Issuer's $2,265,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2001 (Tuscawilla Improvement Area) (the "Bonds"). The Bonds shall be dated as of May 1, 2001 and shall mature on the dates and in such principal amounts, bear such rates of interest and be subject to such other terms as set forth in Exhibit A to this Purchase Contract. Such interest shall be payable on each April 1 and October 1, commencing October 1, 2001. The purchase price of the Bonds shall be $2,215,079.00, (after deducting from the aggregate par amount of Bonds, the original issue discount of $24,078.05 and the Underwriter's discount of $25,842.95) plus accrued interest on the Bonds from May 1, 2001 to the date of Closing (as hereinafter defined), if any. The Bonds shall initially be offered to the public at the prices (including discounts, if any) indicated on Exhibit A provided, however, that the Underwriter may offer to sell the Bonds to certain dealers and others at prices lower than those indicated on Exhibit A. The Bonds shall be issued pursuant to Chapter 166, Part IT, Florida Statutes, as amended, and other applicable provisions oflaw (the "Act"), and an Bond Resolution adopted on April 9, 2001, (the "Resolution"). 2. THE BONDS. The Bonds are being issued to provide funds necessary (i) to acquire and construct various capital projects within the Tuscawilla lniprovement Area, and (ii) to finance the costs of issuance of the Series 2001 Bonds including the rimnicipal bond insurance policy premium and the Reserve Fund surety bond premium. A:\BPA3.DOC 1 3. OFFERING. It shall be a condition of your obligation to sell and deliver the Bonds to the Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Bonds, that the entire aggregate principal amount of the Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the Closing. 4. OFFICIAL STATEMENT. You will deliver to the Underwriter an official statement (which term as used herein shall include the cover page, the summary statement and appendices contained therein), dated as of the date hereof (the "Official Statement"), executed on your behalf as indicated therein, and you hereby authorize the use of the Official Statement, as the same may be modified, amended or supplemented upon mutual agreement of the Issuer and the Underwriter, and the information therein contained, by the Underwriter in connection with the offering, sale and distribution of the Bonds by the Underwriter. The Issuer agrees (i) to deliver to the Underwriter, within seven (7) business days after the date hereof, and in sufficient time to accompany confirmations to its customers, a final Official Statement in sufficient quantity to comply with Rule 15c2-12 of the Securities and Exchange Commission (SEC), and (ii) to deliver to the Underwriter, at any time within 90 days after the end of the underwriting period, a supplemental final Official Statement, if necessary to comply with Rule lOb-5 of the SEe. If any such supplement is required, prior to the Closing, the Underwriter shall have the option to decline to accept delivery of the Bonds. The Issuer authorizes the use and distribution of the Official Statement in connection with the public offering and sale of the Bonds. The Underwriter agrees that they will not confirm the sale of any Bonds unless the confirmation of sales requesting payment is accompanied or preceded by the delivery of a copy of the Official Statement. The Underwriter shall notify the Issuer of the occurrence of the "end of the underwriting period," as such term is defmed in the Rule, on the date which is one day thereafter and of the passage of the date after which the Underwriter no longer remains obligated to deliver Official Statement pursuant to paragraph (b) (4) of the rule on the date which is one day thereafter. 5. PRELIMINARY OFFICIAL STATEMENT. The Bonds shall be as described in the preliminary official statement of the Issuer relating to the Bonds, in substantially the form approved and deemed "final" pursmmt to Rule 15c2-12 of the Securities and Exchange Commission by the Issuer, pursuant to the Resolution which together with the cover pages, and all exhibits, is herein called the "Preliminary Official Statement". 6: USE OF DOCUMENTS. You hereby authorize the use by the Underwriter of (a) the Resolution, (b) the Official Statement (including any supplements or amendments thereto), (c) this Bond Purchase Contract, (d) the Preliminary Official Statement, and (e) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Bonds. 7. REPRESENTATIONS AND AGREEMENTS. The Issuer hereby represents and agrees as follows: (a) at the time of your delivery to the Underwriter of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or infonnation which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein, in light of the circumstances under which they were made, not misleading A:\BPA3.DOC 2 provided that no representation or agreement is made regarding any information about The Depository Trust Company and its book-entry system, the Reserve Fund surety bond, the municipal bond insurance policy or the issuer thereof. (b) between the date of this Bond Purchase Contract and the time of Closing, the Issuer will not execute any bonds, notes or obligations for borrowed money, other than the bonds, without giving prior written notice thereof to the Underwriter; (c) the Issuer is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation under the laws of the State of Florida, with the powers and authority set forth in the Act; (d) the Issuer has full legal right, power and authority to: (i) enter into this Bond Purchase Contract, (ii) execute the Resolution and Resolution 887, (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein, and to levy and collect the Assessments, as defmed in the Resolution and (iv) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the Resolution, and the Official Statement, and the Issuer has complied with the terms of the Act and with the obligations on its part in connection with the levy of the Assessments and the issuance of the Bonds contained in the Resolution, the Bonds and this Bond Purchase Contract; (e) by all necessary official action, the Issuer has duly authorized and approved the execution and delivery and the performance by the Issuer, of this Bond Purchase Contract and will perform all other obligations on its part in connection with the issuance of the Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Bonds; and, upon delivery of the Bonds, the Resolution, and the Bonds will each constitute a legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and, subject as to enforceability, to general principles of equity; (f) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Contract, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding special obligations of the Issuer in conformity with the Act and the Resolution, and shall be entitled to the benefits of the Resolution, as described in the Resolution and in the Official Statement 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; (g) as of the date thereof the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading provided that no representation or agreement is made regarding any information about The Depository Trust Company and its book-entry system, the Reserve Fund surety bond, the municipal bond insurance policy or the issuer thereof.; (h) the execution of the Resolution and the authorization; execution and delivery of this Bond Purchase Contract, and coinpliance with the provisions hereof and thereof, does not and will not conflict with, or constitute a breach of, or default under, any law, administrative A:\BPA3.DOC 3 regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the Issuer was or is subject, as the case may be, nor will such enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution; (i) at the time of Closing, the Issuer will be in compliance in all material respects with the covenants and agreements contained in the Resolution and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Resolution will have occurred or be continuing; G) at the time of Closing, all approvals, consents, authorizations and orders of any governmental agency having jurisdiction in any matter which would constitute a condition precedent to this assessment, levy, and collection of the Assessments and to the performance . by the Issuer of its obligations under this Bond Purchase Contract and the Resolution shall have been obtaineq and shall be in full force and effect; (k) if between the date of this Bond Purchase Contract and the time of Closing any event occurs of which the Issuer has knowledge which would cause the Official Statement to contain an untrue statement or to omit to state a fact required to be stated therein, or which is necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, inthe opinion of the Underwriter, the event requires an amendment or supplement to the Official Statement, the Issuer will amend or supplement the Official Statement in a form and in a manner reasonably satisfactory to the Underwriter; (1) except as disclosed in the Official Statement, to the best knowledge of the Issuer, 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 Issuer, affecting or seeking to prohibit, restrain or enjoin the authority of the Issuer to assess, levy or collect the Assessments, the sale, issuance or delivery of the Bonds or contesting or affecting, as to the Issuer, the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Bonds, or contesting the completeness Of accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the execution of the Resolution, Of the execution and delivery by the Issuer of this Bond Purchase Contract; and (m) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States Il$ the Underwriter may designate, and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Issuer shall not be required to execute a general or special consent to service A:\BPA3.DOC 4 of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. 8. CLOSING. At 12:00 noon, New York Issuer time, on May 9,2001 or at such time on such earlier or later date as shall be agreed upon (the "Closing"), you will deliver to The Depository Trust Company in New York, New York, the Bonds, duly executed, and will deliver the other documents herein mentioned at a mutually agreed to location; and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you and the Underwriter the purchase price of the Bonds as set forth in Section I hereof, plus accrued interest from May 1, 2001 (if any) to the date of Closing by immediately available funds, payable to the order of the Issuer. The Bonds shall be made available to the Underwriter 24 hours before the Closing for purposes of inspecting and packaging. The Bonds shall be prepared and delivered as fully registered Bonds and shall be of the terms and tenor described in the Official Statement. 9. CLOSING CONDITIONS. The Underwriter has entered into this Bond Purchase Contract in reliance upon the representations and agreements of the Issuer herein contained and the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations of the Underwriter under this Bond Purchase Contract are and shall be subject, in the 'discretion of the Underwriter, to the following conditions: (a) the representations and agreements of the Issuer contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing, as if made on the date of the Closing; (b) at the time of the Closing, the Resolution, Issuer Resolution 887 and Issuer Resolution 99-884 shall each be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented, except in any such case as may have been agreed to by the Underwriter; (c) at the time of the Closing, all official action of the Issuer relating to this Bond Purchase Contract, the Resolution, and the Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect. (d) the Underwriter shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of their intention to do so if between the date hereof and the Closing: (i) legislation shall have been enacted by the Congress of the United States, or enacted by the Legislature of the State of Rorida, or recommended to the Congress for passage by the President of the United States, or recommended to the Legislature for passage by the Government of the State of Florida or favorably reported for passage to either House of Congress of the United States or of the Legislature of the State of Florida by any Committee of such House, or passed by either House of Congress of the United States or of the Legislature of the State of Rorida, or a decision shall have bee~ rendered by a court of the United States or the United States Tax Court or by a court of the State of Rorida, or a ruling shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service, with respect to the Federal taxation or A:\BPA3.DOC 5 by the State of Florida or any agency thereof, with respect to Florida State or local taxation of interest received on obligations of the general. character of the Bonds, which, in the opinion of Counsel for the Underwriter has, or will have, the effect of making such interest taxable, or: (ii) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of Counsel for the Underwriter, has the effect of requiring the contemplated issuance or distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, (iii) as amended, or an event described in paragraph: (k) of Section 7 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which, in the opinion of the Underwriter, adversely affects the marketability of the Bonds, or the market price, or; (iv) in the opinion of the Underwriter, payment for and delivery of the Bonds is rendered impracticable or inadvisable because (A) trading in securities generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been established by Federal, New York or Florida authorities, or (C) a war involving the United States shall have been declared or shall have been commenced in fact, or other national calamity shall have occurred, or; (v) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board, shall have been issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting the issuance, offering or sale of the Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption or performance of the Resolution, or; (vi) the Issuer has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Issuer in the ordinary c()Ufse of its business, or there has been any development affecting the market acceptance of the Bonds for any reason which, in the reasonable opinion of the Underwriter, materially impairs the investment quality of the Bonds or the ability of the UnderWriter to market the Bonds. (e) at or prior to the date of the Closing, the Underwriter shall receive the following documents: (i) the Official Statement, as printed, and each supplement, amendment or modification, if any, thereto, executed on behalf of the Issuer by the Mayor and the Issuer Manager; (ii) the Resolution certified by the Issuer under seal as having been duly adopted by the Issuer and as being in effect, with such supplements, modifications or amendments as may have been agreed to by the Underwriter; A:\BPA3.DOC 6 (iii) certified copies of Issuer Resolution 887, Issuer Resolution 99-884 and all amending or supplemental resolution thereto; (iv) a final approving opinion of Akerman, Senterfitt & Eidson, P.A., Bond Counsel, Orlando, Florida, addressed to you dated the date of the Closing, in substantially the form included as an appendix to the Official Statement; (v) a letter of Bond Counsel, addressed to the Underwriter and dated the date of Closing, to the effect that their final approving opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter; (vi) 'an opinion of Bond Counsel, addressed to you and the Underwriter, and dated the date of Closing, to the effect that, (A) the information set forth in the Official Statement under the headings, "Description of the Series 2001 Bonds," (other than the information under the subheading "Book-Entry Only System" as to which no opinion need be expressed), "Se9urity for the Series 2001 Bonds," and "Tax Exemption," insofar as such information purports to be the descriptions or summaries of the , Resolution, the Bonds, the Act and the income tax laws of the United States, is correct and accurate in all material respects, and are fair statements or summaries of the matters set forth or documents referred to therein, and (B) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as a Resolution under the Trust h1denture Act of 1939, as amended; (vii) An opinion dated the date of Closing of Brown, Ward, Salzman, & Weiss, P.A., Attorney for the Issuer, to the effect that as of such date, that the Issuer is a municipal corporation of the State of Florida and the resolution has been duly adopted and except for litigation or claims disclosed or referred to in the Official Statements, no litigation is pending or, to his knowledge, threatened, in any court (i) challenging the creation, organization or existence of the Issuer, or (ii) seeking to restrain or enjoin the assessment, levy or collection of the Assessments, the issuance or delivery of any of the Bonds, or the collection of the Pledged Revenues (as defined in the Resolution) to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Resolution, or the collection of said revenues, or contesting the powers of the Issuer for the issuance of the Bonds, or the execution of the Resolution, or (iii) in any way contesting or affecting the validity of the Bond Purchase Contract, or (iv) in which a final adverse decision would materially adversely affect the financial condition or operations 'of the Issuer. (viii) a certificate, dated the date of the Closing, which shall be true and correct at the time of Closing, signed by the Mayor and Issuer Clerk, or'such other official satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, (A) the representations, and agreements of the Issuer contained herein are true and correct to the best of their knowledge and belief in all material respects and are complied with as of the time of Closing, (B) to the best of their knowledge the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official A:\BPA3.DOC 7 Statement is to be used, or which is necessary in order to make the statements . contained therein, in light of the circumstances in which they were made, not misleading and (C) except as disclosed in the Official Statement, no litigation or other proceedings are pending or, to the best of their knowledge, threatened in any court or other tribunal or competent jurisdiction, state or federal, in any way (i) restraining or enjoining the issuance, sale or delivery of any of the Bonds, or (ii) questioning or affecting the validity of this Purchase Contract, the Bonds, the Resolution, or the pledge by the Issuer to the Bondholders of any moneys or other security provided under the Resolution, or (iii) questioning or affecting the organization or existence of the Issuer or the title to office of the officers thereof or (iv) restraining or enjoining the Issuer from assessing, levying or collecting the Assessments; (ix) a certificate of the Issuer executed by the Mayor of the Issuer, in form and substance acceptable to Bond Counsel, dated as of the date of Closing, setting forth facts, estimates and circumstances concerning the use or application of the Bond proceeds, and stating in effect that on the basis of such facts, estimates and . circumstances in existence of the date of the Closing, it is not expected that the proceeds of the Bonds will be used in a manner that would cause such Bonds to be "arbitrage bonds" within. the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations prescribed thereunder (collectively, the "Code") , (x) evidence satisfactory to the Underwriter that Standard & Poor's and Fitch shall have issued ratings of "AAA" on the Bonds, and such ratings shall still be in effect; (xi) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations, warranties and agreements contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of Closing of all the Resolutions then to be performed and conditions then to be satisfied by it. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract and the Underwriter does not waive such inability in writing, or if the obligations of the Underwriter to purchase, to accept delivery_ of and to pay for the Bonds shall be terminated for any reason pennitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Section 10 hereof shall continue in full force and effect. 10. EXPENSES. The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expense incident to the performance of the Issuer's obligations hereunder including, but not limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of preparation, printing and delivery of the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto; (c) the cost of preparation and printing of the Bonds; (d) the fees and disbursements of the Issuer Attorney, Bond Counsel and Disclosure Counsel; (e) the fees of A:\BPA3.DOC 8 and disbursements of the Issuer's certified public accountants, if any; (1) the fees and disbursements of any other accountants, experts or consultants; (g) fees of bond rating agencies, and; (h) the fees and expenses of the Registrar :md the Paying Agent and of its counsel. The Underwriter shall pay: (i) expenses of advertising in connection with the public offering of the Bonds, (ii) the CUSIP Service Bureau charge for the assignment of CUSIP numbers with respect to the Bonds, (iii) the charges of The Depository Trust Company ("DTC"), (iv) the cost of obtaining and printing any Blue Sky and legal investment surveys with respect to the Bonds, and (v) any other expenses including but not limited to underwriter's counsel contracted for by the Underwriter in connection with their public offering and distribution of the Bonds. 11. NOTICES.' Any notice or other communication to he given to you under this Bond Purchase Contract may be given by mailing the same to the Issuer, the Issuer of Winter Springs, Florida, 1126 East S.R. 434 Winter Springs, Florida 32708, attention: Issuer Manager, and any such notice or other communication to be given to the Underwriter may be mailed to Pfilip G. Hunt, Jr., President, Gardnyr Michael Capital, Inc., 2281 Lee Road, Suite 104, Winter Park, Florida 32789. 12. PARTIES OF'INTEREST. This Bond Purchase Contract is made solely for the benefit of the Issuer and the Underwriter and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties, and authority in this Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Bonds. 13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to the Issuer of the purchase price of the Bonds shall not constitute a waiver of any condition or provision contained herein for the benefit of the Underwriter. Notwithstanding the preceding sentence or any other provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the perfonnance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter, in their sole discretion, and the approval of the Underwriter when required herein or the determination of its satisfaction as to any document referred to herein shall be in writing, signed by appropriate officer or officers of the Underwriter and delivered to you. 14. NO LIABILITY. Neither the Issuer nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriter with any liability, or held liable to the Underwriter under any term or provision of this Bond Purchase Contract. 15. INTEGRATION. This Bond Purchase Contract, and the terms and conditions herein, shall constitute the full and c.omplete authority between the Issuer and the Underwriter with respect to the purchase and sale of the Bonds. 16. GOVERNING LAW. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. 17. EFFECTIVENESS. This Bond Purchase Contract shall become effective upon acceptance hereof by the Issuer and the execution by the Underwriter and the designated Issuer officials and shall be valid and enforceable at the time of such execution. 18. HEADINGS. The headings of this Bond Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. A;\BPA3.DOC 9 19. SEVERABILITY. The invalidity or unenforceability of any provision of this Bond Purchase Contract shall not affect the validity or enforceability of the balance of this Bond Purchase Contract. 20. CONTINUING DISCLOSURE. The Issuer will undertake, pursuant to the Resolution and a Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. IN WITNESS WHEREOF, the undersigned hereby agree to the terms and provisions of this Bond Purchase Contract all as of the day and year first above written. Very Truly Yours, GARDNYR MICHAEL CAPITAL, INC. By: (SEAL) J ISSUER OF WINTER SP,RTI\rdS; FLORIDA. I' '~L J1~ kt) 7J1--F ATIES. ,J", L~ = -~ - , Issuer Clerk:- , City Manager / A:\BPA3.DOC 10 SCHEDULE A Senior Manager Gardnyr Michael Capital, Inc. Michael C. Stewart, Vice President 2281 Lee Road, Suite 104 Winter Park, Florida 32789 (407) 629-4600 Co-Managers Hanifen, Imhoff Jeffrey Larson, Managing Director 1560 N. Orange Avenue, Suite 210 Winter Park, Florida 32789 (407) 622-0296 William R. Hough & Co., Inc. William Leedy, Senior Vice President Landmark Center IT 225 E. Robinson Street, Suite 465 Orlando, Florida 32801 A:\BPA3.DOC 11 DISCLOSURE STATEMENT Issuer of Winter Springs, Florida 1126 East S.R. 434 Winter Springs, Florida 32708 Re: Issuer of Winter Springs, Florida Special Assessment Revenue Bonds, Series 2001 (Tuscawilla Improvement Area) Dear Mayor and Commissioners: In connection with the proposed issuance by the Issuer of Winter Springs, Florida (the "Issuer") of $2,265,000 principal amount of Special Assessment Revenue Bonds, Series 2001 referred to above (the "Bonds"), Gardnyr Michael Capital, Inc. as Senior Manager (the "Underwriter") and the other underwriters listed on Schedule A hereto have agreed to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds will include a Bond Purchase Contract between the Issuer and the Underwriter which will embody the negotiations in respect thereof: The purpose of this letter is to furnish certain information in respect of the arrangements contemplated for the underwriting of the Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Issuer in connection with the issuance and sale of the Bonds are set forth in Schedule I attached hereto. The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Bonds are set forth in Schedule II attached hereto. (b) No person has entered into an understanding with the Underwriter or, to the knowledge of Underwriter, with the Issuer for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act as an intermediary between the Issuer an the Underwriter or to exercise or attempt to exercise any influence to effect any tnmsaction in the purchase of the Bonds. (c) The amount of underwriting spread expected to be realized is as follows: Per $1.000 Amount Takedown $ 5.00 $11,325.00 Underwriting Risk -- -0- Management Fee $ 4.00 9,060.00 Underwriter's Expense $ 2.41 5,457.95 Underwriting Spread $11.41 $25,842.95 (d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Bonds to any person not regularly employed or A:\BPA3.DOC 12 retained by the Underwriter except as specifically enumerated as expenses to be incurred by the Underwriter as set forth in Schedule II attached hereto. (e) The name and address of the managing underwriter connected with this bond issue is Gardnyr Michael Capital, me. 2281 Lee Road, Suite 104 Winter Park, Florida 32789. The name of the co-managing underwriters connected with this bond issue are Hanifen, Imhoff 1560 N. Orange Avenue, Suite 210 Winter Park, Florida 32789 and William R. Hough & Co. 225 E. Robinson Street, Suite 465 Orlando, Florida 3280l. Authorizing this debt or obligation will result in $155,948 (Maximum Annual Debt Service) of Pledged Revenues of th.e Issuer of Winter Springs, Florida not being available to finance other services of the Issuer of Winter Springs, Florida each year for approximately 29 years. Very Truly Yours, ~ James M. Pietkiewicz Executive Vice President A:\BPA3.DOC 13 SCHEDULE I. $ 2,265,000 Issuer of Winter Springs, Florida Special Assessment Revenue Bonds, Series 2001 (Tuscawilla Improvement Area) Estimated Underwriter's Expenses Amount Underwriter's Counsel $2,500.00 Federal Funds 280.00 Clearance 1,500.00 MSRB Assessment, Cusip Fee 67.95 DTC 200.00 Computer, Closing & Miscellaneous 910.00. Total Underwriter's Expenses $5,457.95 A:\BPA3.DOC 14 EXHffiIT A MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Serial Bonds Maturity Interest (Oct. 1) Amount Rate Yield 2002 $40,000.00 3.400% 3.500% 2003 45,000.00 3.550 3.650 2004 45,000.00 3.700 3.800 2005 45,000.00 3.850 3.950 Term Bonds $325,000.00 - 4.450% Term Bonds due Oct. 1,2011 - Price 99.174% . $65,000.00 - 4.550% Term Bonds due Oct. 1,2012 - Price 99.118% $280,000.00 - 4.950% Term Bonds due Oct. 1,2016 - Price 99.462% $345,000.00 - 5.125% Term Bonds due Oct. 1,2020 - Price 99.085% $1,075,000.00 - 5.250% Term Bonds due Oct. 1,2029 - Price 99.542% (Accrued interest to be added) Optional Redemption of Series 2001 Bonds The Series 2001 Bonds maturing on or prior to October 1, 2010 are not redeemable prior to their respective maturities. The Series 2001 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 Issuer in whole or in part at any time, in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available monies at a redemption price (expressed as a percentage of the principal amount to be redeemed) as set forth in the following table, together with accrued interest to the redemption date. Period During Which Redeemed Redemption Price (Both Dates Inclusive) October 1, 2010 through September 30,2011 101% October 1, 2011 and thereafter 100% Mandatory Redemption of Series 2001 Bonds The Series 2001 Bonds maturing on' October 1, 20011 are subject to mandatory redemption prior to maturity by lot on October 1, 2006 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: October 1 of Year Principal Amount 2006 $50,000.00 2007 50,000.00 2008 55,000.00 2009 55,000.00 2010 55,000.00 2011 60,000.00 The Series 2001 Bonds maturing on October 1, 2012 are subject to mandatory redemption prior to maturity by lot on October 1, 2012 at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: October 1 of Year Principal Amount 2012 $65,000.00 The Series 2001 Bonds maturing on October 1, 2016 are subject to mandatory redemption prior to maturity by lot on October 1, 2013 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, withoilt premium from Amortization Installments through operation of the Redemption Account, as follows: October 1 of Year Principal Amount 2013 $65,000.00 2014 70,000.00 2015 70,000.00 2016 75,000.00 The Series 2001 Bonds maturing on October 1, 2020 are subject to mandatory redemption prior to maturity by lot on October 1, 2017 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: October 1 of Year Principal Amount 2017 $80,000.00 2018 85,000.00 2019 90,000.00 2020 90,000.00 The Series 2001 Bonds maturing on October 1, 2029 are subject to mandatory redemption prior to maturity by lot on October 1, 2021 and on each October 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium from Amortization Installments through operation of the Redemption Account, as follows: October 1 of Year Principal Amount 2021 $ 95,000.00 2022 100,000.00 2023 105,000.00 2024 115,000.00 2025 120,000.00 2026 125,000.00 2027 130,000.00 2028 140,000.00 2029 145,000.00 Extraordinary Mandatory Redemption The Series 2001 Bonds are subject to extraordinary mandatory redemption in whole or in part on any interest payment date and if in part in inverse order of maturity at a redemption price equal to the principal amount thereof and accrued interestto the date of redemption as a result of deposits of Prepayment Principal to the Prepayment Account. Such redemption shall be in denominations of $5,000 or integral multiples thereof.