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HomeMy WebLinkAboutResolution 711 Refunding Revenue Bonds RESOLUTION NO. 711 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $9,365,000 CITY OF WINTER SPRINGS, FLORIDA, IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1993; AWARDING THE SALE THEREOF TO WILLIAM R. HOUGH & CO., THE LEEDY CORPORATION, GARDNYR MICHAEL CAPITAL, INC., A.G. EDWARDS & SONS, INC., AND PRUDENTIAL SECURITIES, INC. SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CONTRACT; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; APPOINTING A REGISTRAR AND PAYING AGENT AND ESCROW HOLDER; AUTHORIZING THE PURCHASE OF BOND INSURANCE TO BE ISSUED BY AMBAC INDEMNITY CORPORATION; PROVIDING FOR THE TRANSFER OF CERTAIN MONIES HELD FOR THE BENEFIT OF THE REFUNDED BONDS; AUTHORIZING THE EARLY REDEMPTION OF CERTAIN OF THE REFUNDED BONDS; CANCELLING THE AUTHORIZED BUT UNISSUED BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Winter Springs, Florida (the "Issuer") has pursuant to Resolution No. 615 of the Issuer adopted May 1, 1989, as amended and supplemented (the "Resolution"), authorized the issuance of its not exceeding $10,000,000 City of Winter Springs, Florida, Improvement Refunding Revenue Bonds, Series 1989 (the "Bonds"), to (a) advance refund a portion of the Issuer's outstanding Improvement Refunding Revenue Bonds, Series 1993 (the "Refunded Bonds"); (b) to acquire and construct various capital improvements within the jurisdiction of the Issuer as more specifically specified in the resolution of the Issuer adopted on this date amending and supplementing Resolution No. 615; (c) deposit to the Reserve Account for the Bonds an amount equal to the Reserve Requirement; and (d) pay certain costs of issuing and delivering the Bonds; and WHEREAS, due to the present instability in the market for revenue obligations the interest on which is excluded from federal gross income, the critical importance of the timing of the sale of the Bonds and due to the willingness of William R. Hough & Co., The Leedy Corporation, Gardnyr Michael Capital, Inc., A.G. Edwards & Sons, Inc., and Prudential Securities, Inc. (the "Underwriters"), to purchase $9,365,000 in aggregate principal amount of the Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Bonds at a negotiated sale; and WHEREAS, the Issuer has received an offer from the Underwriters to purchase the Bonds, subject to the terms and conditions set forth in the Contract of Purchase (the "Contract of Purchase"), a copy of which is attached hereto as Exhibit "A"; and WHEREAS, the Issuer now desires to sell its Bonds pursuant to the Contract of Purchase and in furtherance thereof to appoint a Registrar and Paying Agent and Escrow Holder, to authorize distribution of a Preliminary Official statement and an Official statement in connection with the issuance of the Bonds, to authorize the purchase of bond insurance and to make certain other determinations concerning the Bonds; and WHEREAS, the Issuer has been provided all applicable disclosure information required by Section 218.385(6), Florida Statutes, a copy of which is attached as an Exhibit to the Contract of Purchase hereto; HOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. The negotiated sale of $9,365,000 City of Winter Springs, Florida, Improvement Refunding Revenue Bonds, Series 1993, is hereby authorized and approved. SECTION 2. The Bonds are hereby sold to the Underwriters upon the terms and conditions set forth in the Contract of Purchase attached hereto as Exhibit "A" and incorporated by reference. The Mayor or Deputy-Mayor and Clerk are hereby authorized to execute such Contract of Purchase in substantially the form attached as Exhibit "A", with such additional changes, insertions and omissions therein as do not change the substance thereof and as may be approved by the said officer of the Issuer executing the same, such execution to be conclusive evidence of such approval. SECTION 3. The Bonds shall be dated June 1, 1993, shall bear interest at the rates, be subject to redemption prior to their stated dates of maturity, mature on October 1 in the years and amounts, and be subject to certain other terms as set forth as an Exhibit to the Contract of Purchase. Interest on the Bonds shall be payable on April 1 and October 1 of each year commencing October 1, 1993. SECTION 4. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Mayor and attested by the Clerk in substantially the form set forth in the Resolution, with such additional changes and insertions therein as conform to the provisions of the Contract of Purchase, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 5. The distribution of the Preliminary Official Statement relating to the Bonds by the Underwriters attached hereto as an exhibit is hereby approved, confirmed and ratified, and the distribution of an Official Statement, of the Issuer relating to the Bonds is hereby approved, such Official Statement to be in substantially the form of the Preliminary Official Statement attached hereto, with such additional changes, insertions and omissions as do not change the substance thereof except in conformity with the Contract of Purchase and as may be made and approved by officers of the Issuer executing the same, such execution to be conclusive evidence of any such approval. SECTION 6. NationsBank of Florida, N.A., is hereby appointed to serve as Registrar and Paying Agent for the Bonds. SECTION 7. Insurance to insure the holder of any Bond the scheduled payment of principal and interest on behalf of the Issuer is hereby authorized to be purchased from AMBAC Indemnity Corporation ("AMBAC") and payment for such insurance is hereby authorized from Bond proceeds. A statement of insurance is hereby authorized to be printed on or attached to the Bonds for the benefit and information of the Bondholders. SECTION 8. The Mayor of the Issuer and the Clerk, the Acting City Manager, the Finance Director or other appropriate officers of the Issuer are hereby authorized and directed to execute any and all certifications or other instruments or documents including but not limited to a Registrar/Paying Agent Agreement required by the Resolution, the Contract of Purchase, this Resolution or any other document referred to above or below as a prerequisite or precondi- tion to the issuance of the Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the 3 officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified. SECTION 9. NationsBank of Florida, N.A., is hereby appointed to serve as escrow holder pursuant to that escrow deposit agreement the form of which was attached as an exhibit to this Resolution. SECTION 10. The Issuer hereby authorizes the use of certain monies held in the Reserve Account and Debt Service Fund for the Refunded Bonds to be used as provided in the exhibit attached hereto. SECTION 11. The Refunded Bonds in the principal amounts indicated on the schedules attached hereto scheduled to mature after October 1, 1998 are hereby called for early redemption on October 1, 1998 at a redemption price of one hundred two percent (102%) of their principal amounts together with accrued interest to October 1, 1998. SECTION 12. In accordance with Section 218.385 (2) and (3) the Issuer hereby determines that: The Issuer is proposing to issue $9,365,000 of debt or obligation for the purpose of (a) advance refunding a portion of the Issuer's outstanding Improvement Refunding Revenue Bonds, Series 1989 (the "Refunded Bonds"); (b) to acquire and construct various capital improvements within the jurisdiction of the Issuer as more specifically specified in the resolution of the Issuer adopted on this date amending and supplementing Resolution No. 615; (c) deposit to the Reserve Account for the Bonds an amount equal to the Reserve Requirement; and (d) pay certain costs of issuing and delivering the Bonds. This debt or obligation is expected to be repaid over a period of approximately 25 years. At the interest rates specified in the Contract of Purchase, total interest paid over the life of the debt or obligation will be $9,149,982.50. The source of repayment of the Bonds is the Issuer's Excise Taxes (as defined in the Resolution). Authorizing this debt or obligation will result in a maximum of $962,450.00 of such Excise Taxes not being available to finance the other services of the Issuer each year for approximately 25.5 years. 4 SECTION 13. The authority to issue $635,000 of the Bonds authorized pursuant to the Resolution is hereby canceled. SECTION 14. All prior resolutions of the Issuer inconsistent with the pro- visions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. To the extent of a conflict between any of the provisions of Resolution No. 705 adopted by the Issuer on April 27, 1993 and the provisions hereof, the provisions of this Resolution shall control. SECTION 15. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Commission of the City of Winter Springs, Florida, this 24th day of May, 1993. (SEAL) CITY OF WINTER SPRINGS, FLORIDA PHILIP A. KULBES, MAYOR ATTEST: Mary T. Norton CITY CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: CITY ATTORNEY SALES.RES 05121/93 5 AMBAC@ AMBAC Indemnity Corporation One State Street Plaza New York, New York 10004 1elephone: (212) 668-0340 May 20,1993 The City Commission City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 RE: City of Winters Springs, Florida Improvement Refunding Revenue Bonds, Series 1993 City Commissioners: This letter is being provided to you pursuant to Section 28 of Resolution No. 615 of the City of Winter Springs adopted on May 1, 1989 (the "Series 1989 Bonds") and in connection with the issuance by the City of Winter Springs, Florida of its Improvement Refunding Revenue Bonds, Series 1993. AMBAC Indemnity Corporation is the insurer of all of the Series 1989 and Series 1993 Bonds. AMBAC Indemnity Corporation consents to the amendments set forth in the attached Resolution amending Resolution No. 615 and acknowledge that its insurance policy insuring the Series 1989 Bonds will remain in full force and effect. Very truly yours, Alessandra D'Imperio Vice President Underwriting RECEIVED MAY 24, 2993 CITY OF WINTER SPRINGS CITY HALL May 24, 1992 $9,365,000 CITY OF 'WINTER SPRINGS, l'LORIDA Improvement Refunding Revenue Bonds Series 1993 CONTRACT OF PURCHASE Honorable Mayor and Members of the City Council City of Winter Springs. Florida 1126 East S.R. 434 Winter Springs, Florida 32708 Ladies and Gentlemen: William R. Hough & Co., Tho Leedy Corpotation, A.G. Edwards & Sons, Inc., Gardn)'!," Michel Capital, Inc., and Prudential Securities, Inc. herein:;.fter referred to as the "Undenvritersft hereby offer to enter into this Contract of Purchase CContract of Purchase") with the City of Winter Springs, Florida (the "City") for its $9,365,000 City of Winter Springs, Florida Improvemeut Refunding Revenue Bonds, Series 1993, to be dated as of June 1, 1993 (the "Bonds"). This offer is made subject to acce.ptance by the City prior to 11:59 p.m., loc~ time On the date bereof, and upon such acceptance this Contn>.ct of Purch1ise shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriters. William R. Hough & Co. ha..c; the authority to execute this Contract of Purchase on behalf of the Underwriters 1. Upon the terms and conditions and upon the basis of the representations herein Set forth, the Underwriters shall purcba...c;e from the City and the City hereby agrees to sell to the Underwriters all (but Dot less than all) of the Bonds at an aggregate purchase price of $8,809,770.10 (such amount representing the aggregate principal amount of the BODds of $9,365,000 less an underwriter's discount of $70,424.80 and an original issue discount of $484,805.10) plus accrued interest ffom June I, 1993 to the Date. of Closing referred to in Section 6 bereof. The Bonds shall be as described in, and sb3.ll be issued under the authority of and in full compliance with, the Constitution and Statutes of the State of Florida, i.o.cludiog particularly Chapter 166, Part II, Florida Statutes, the Charter of the City, as amended, and other applicable provisions of the Law (collectively, the ftAct"), and Resolution No. 615 of the City adopted On May 1. 1989, as amended and supplemented (the "Resolution"), authorizing issuance of the Bonds. In o(de.r to provide credit enhancement for the Bonds, AM:BAC Indemnity Corporation, a stock insurance company incorporated under the laws of the State of WiscoDsin. will issue simultaneously with the delivery of the Bonds a Municipal Bond Insurance Indwmity Policy insuring the payment when due of the principal of and interest On the Bonds as provided therein. T1:1e BODds shall mature at the times and in the tUIlounts and bear interest at the rates set forth in Schedule I hereto and shall be redeemable as set forth in Schedule II hereto. All capitalized words and phrases used herein. unless otherwise noted, shall have the meaning given to them in the Resolution. The Underwriters shall make a public offering of the Bonds at the initial offering prices set forth in the Official Statement (as described below) relating to the Bonds; provided, however, that the Underwriters reserve the right to make concessions to dea.len and to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing of the Bonds. 2. Delivered to the City herewith or at or prior to execution hereof by the City, is a certified check (the "Good Faith Check") in the amount of $93,650 (equal to 1 % of the proposed face amount of the Bonds) to be held by the City as security for the performance by the Undetwriters of their joint and several obligations to accept delivery of and pay for the Series 1993 Bonds at the Clo~ing Date in accord.-mce with the provisions of this Purchase Contract. Concurrently v.'ith the delivery of and pa)'IDen.t for the Series 1993 Bonds at the Closing Date, the uncashed Good Faith Check shall be returned to William R. Hough & Co. In the event the City does not accept this offer, or upon the City's failure to tender the Series 1993 Bonds for delivery at the Closing Date, or if the City does not sell the Series 1993 Bonds to the Underv.nters, or if the conditions to the obligations of the UnderWriters shall be terolinat.ed for any reason permitted by this Purchase Contract, this aforesaid Good Faith Check shall be immediately returned to Willilun R. Hough & Co" as representative of the Underwriters. In the event that the Underwriters fail (other than for a reason permitted under this Purchase Contract) to accept and pay for the Bonds at the Closing, the Good Faith Check shall be retaine.d by the City and shall constitute full liquidated damages for such failure and for any and all defaults hereunder on the part of the Under;vriters, and shill constitute full release and discharge of all claims and rights hereunder of the City against the Underwriters. The Underwriters and the City understand that, in such event, the City's actual damages may be greater or less than the Good Faith Check. Accordingly, the Underwriters hereby waive any right to claim. that the City's actual damages are less than such sum, and the acceptance of this offer by the City shall constitute a waiver of any right the City may have to additional damages from the Underwriters. 3. The Underwriters purchase and acceptance of delivery of the entire $9,365,000 aggregate principal amount of the Bonds shall be a condition to the City's obligation to sell and deliver any Bonds to the Underwriters. 4. With the City's acceptance hereof, it shall deliver to the Underwriters two copies of (a) the Official Statement (which term as used herein shall include the cover page, the su:rnmary statement and appendices contained therein), dated the date hereof substantially in the fonn of Exhibit A hereto (the "Official Statement"), executed on your behalf as indicated therein, and (b) the Resolution, certified by the Clerk; of the City. In addition, within seven (7) business days after acceptance hereof, the City shall deliver to the Underwriters one hundred fifty (150) copies of the Official Statement md shaH furnish as many additional copies as may be mutually agreeable and are reasonably nec.e$S&ry to enable the Undenvriters to comply with the requirements of Rule 15c2-12 of ilie Securities and Exchange Commission under the Securities Exchange Act of 1934, as 8.mended (the "Rule") and to fulfill its duties and responsibilities Under the fe.der-.J securities laws generally. The Underwriters shall file the Official Statement with a Natiomlly Recognized MU11icipal Securities Information Repository ("NRMSIR") which has been so designated by theSecurities and Exchange Commission pursuant to Rule lSc2-12 not lster than. two business days after the Closing, and will furnish the name and address of the NRMSIR to the City upon request. The filing of the Official Statement with the NRMSIR shill be in accordance with tbe ten:ns and conditions applicable to such NRMSIR. The City hereby llgrees and covenants to furnish upon request of the Underwriters ongoing reports and information to the Underwriters as are or may become customary in the industry for municipal obligations similar to tbe Bonds, and specifically to furnish upon request to William R. Hough & Co. annually a copy of the City's audited t1n:mcial statements when such becomes available. The City shall furnish to tbe Underwriters upon request such other information as the same becomes available from time to time which would have been included in the Official Statement bad the informatlon been available at the time of the preparation thereof; such information to include data concerning any material adverse change in its business, properties or financial condition. The City authorizes the use and distribution of the Official Statement in connection with the public offering and sale of the Bonds. The City hereby ratifies and approves the u.se of the Preliminary Official Statement, dated May 13, 1993, with. respect to the Bonds (the 'Preliminary Official Statement") by the Underwriters and confirms that the Preliminary Official Statement was deemed final within the meaning of the Rule except for certain permitted omissions. The Underwriters shall not confirm the sale of Bonds unless a final written confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement, 5. The City hereby represents and agrees as follows: (a) The City 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 Florida Statutes, including particularly the Act; (b) The City has full legal right, power and authority to: (i) enter into this Contract of Purchase, (ll) adopt the Resolution, (iii) sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iv) enter mto an Escrow Agreement between the City and NationsBank of Florida, N.A., Ft. Lauderdale, Florida, dated as of the date of delivery of the bonds (the "Escrow Agreement"), and (v) carry out and consumate the transactions contemplated by this Contract of Purchase, the Resolution and the Official Statement. The City bas complied, and at the Closing will be in compliance -with the terms of the Act and with the obligations it has undertaken in connection with the issuance of the Bonds contained in the Resolution, the Bonds and this Contract of Purchase; 2 (c) By all necessary official action, the City has duly adopted the Resolution, has duly authorized and approved the Preliminary Official Statement and the Official Statement, has duly authorized and approved the execution and delivery of this Contract of Purchase and the performance by the City of its obligations in connection with the issuance of the Bonds contained in the Resolution and this Contract of Purchase, and the consummation by it of all other transactions contemplated by this Contract of Purchase in connection with the issuance of the Bonds; the Resolution constitutes a legal, valid and binding special obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and the Bonds, when issued, authenticated and delivered to the Undetwriters in accordance with the ResolutioIl. and this Contract of Purchase, will constitute legal, valid and binding special obligations of the City, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, general principles of equity (regardless of wh~ther enforcement is sought in a proceeding in equity or at law); (d) The City is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State of Florida (the "State") or the United States or any applicable judgment or decree, or any loan agreement, indenture, bond, note, or material resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject and no event has occurred and is continuing which with the passage of time or the giving of notice or both, would constitute a default or event of default under any such constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, or material resolution, agreement or other material instrument; and the execution and delivery of the Bonds, this Contract of Purchase, the adoption of the Resolution and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution; (e) All required authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission (which has jurisdiction over such matter) have been duly obtained (other than certain permits for the Project, which permits are expected to be obtained as needed) which are necessary for the due authorization or which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the issuance of the Bonds, its obligations under this Contract of Purchase, and its obligations under the Resolution, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with offering and sale of the Bonds, as to which the City makes no representation; (t) The descriptions of the Bonds and the Resolution in the Official Statement conform in all material respects to the Bonds and the Resolution; (g) The Bonds, when issued, executed and delivered in accordance with the Resolution and sold to the Undetwriters as provided herein, will be validly issued and outstanding special obligations of the City, for which the Excise Taxes as defined in the Resolution of the City are pledged; (h) 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, to the best knowledge of the officials of the City executing this Contract of Purchase, threatened, against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Excise Taxes or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating 3 to authorization for the issuance of the Bonds Or contesting the exclusion of interest on the Bonds from gross income for Federal income tu purposes, or contesting the completeness or llCCUt:l.cy of the Official Statement or s..ny supplement or amendment thereto, or contesting the authority of the City for the issuance of the Bonds, adoption of the Resolution, or the execution and delivery by the City of this Contract of Purchase; (1) The City wil furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws lmd regulations of such states and other jurisdictions of the United St.a.tes as the Underwriters 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 City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction; (j) As of the date of the Official Statement and at the time of Closing, the statements and inforIIUition coutained in the Official Statement will be true, correct and complete in all material respects and the Official Statement not omit rny statement or information which should be included therein for the purposes for which the Official Statemeut is to be used or which is necessary to make the statements or information contained therein, in light of the circumsumces under which they were made, not misleading; (k) As of its date, the Preliminary Official Statement is deemed "final" by the City for purposes of SEC Rule 15c2-12(b)(1); (1) Between the date of this Purchase Contract and the time of Closing, the City will not execute any bonds, notes or obligations for borrowed money, other than the Bonds and obligations which pledge neither the full faith and credit of the City nor the Excise Taxes, without giving prior written notice thereof to the Underwriters; (m) If the Official Statement is supplemente.d or amended pursuant to Subsection (n) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subsection) at aU times subsequent thereto up to and including the Date of Closing referred to in Section 6 hereof, the Ofticial SLo.U:rnent ss so supplemented or amended will not contain any untrue stlitement of a material fact or 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; (n) If between the date of this Contract of Purchase and the Da.te of Closing referred to in Section 6 hereof, any event shall occur which might or would cause the Officid 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 m.a.de, not misleading, the City shall notify the Underwriters thereof and if, in the reasonable opinion of the City, 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 City and the Underwriters, aod will supply such amended and/or supplemented copies of the Official Statement to the Underwriters for distribution. 6. At 10:00 a.m., New York City Time on June 10, 1993, or at such other time or on such earlier Or later date as may be mutually agreed upon by the Ciry and the Underwriters, the City will deliver or cause to be delivered to the Underwriters, in New York, NY, the Bonds in definitive form (all the Bonds to be lithographed on steel engraved borders and to bear proper CUSIP numbers, the responsibility to obtain such CUSIP numbers to be the responsibility of the Underwriters), duly executed and authenticated in accordance with the Resolution and shall fiuther deliver at the office of Bond Counsel as herewith defined the other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof, in Federal funds to the order of the City. Thls delivery and payment is herein called the .Closing- and tbe date of such delivery and payment is herein called the "Date 4 of Closing." The Bonds will be made available at least one business day before the Date of Closing at Depository Trust Company, New York, NY. The Bonds to be delivered at Closing shall be prepared and delivered only in fully registrable form. 7. The Underwriters have entered into this Contract of Purchase in reliance upon the representations of the City contained herein, and in reliance upon the representations to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its respective obligations hereunder and thereunder, both as of the date hereof and as of the Date of Closing. Accordingly, the Underwriters' obligations under this Contract of Purchase to purchase, to accept delivery of and to pay for the Bonds are conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and are also subject to the following additional conditions: (a) The representations of the City contained herein shall be true, complete and correct on the date hereof and on and as of the Date of Closing, as if made on the Date of Closing; (b) At the time of the Closing, the Resolution shall be in full force and effect in accordance with its terms and shall not have been amended, modified or supplemented except as mutually agreed upon since the date of this Contract of Purchase and the Official Statement shall not have been supplemented or amended, except in each such case as may have been agreed to by the Underwriters; (c) At the time of the Closing, all required official action of the City relating to this Contract of Purchase, the Bonds, and the City's approval of the Official Statement shall have been taken and shall be in full force and effect and such documents shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriters; (d) At or prior to the Closing, the Underwriters shall have received copies of each of the following documents: (1) The Official Statement and each supplement or amendment, if any, thereto executed on behalf of the City by the Mayor and the Acting City Manager; (2) The Resolution, certified by the Clerk under the seal as having been duly enacted by the City Commission and as being in effect, with such supplements or amendments as may have been agreed to by the Underwriters; (3) An opinion, dated the Date of Closing, of Honigman Miller Schwartz & Cohn, Orlando, Florida, Bond Counsel to the City, in the form as attached as Appendix E to the Official Statement together with a letter of such counsel, dated the Date of Closing and addressed to the Underwriters to the effect that the foregoing opinion may be relied upon by the Underwriters to the same extent as if such opinion were addressed to the Underwriters; (4) An opinion, dated the Date of Closing and addressed to the Underwriters, of Honigman Miller Schwartz & Cohn, Orlando, Florida, Bond Counsel to the City, to the effect that (i) this Contract of Purchase has been duly authorized, executed and delivered by the City and, assuming due authorization and execution by the Underwriters, constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditor's rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (ii) stating that the statements contained in the Official Statement under the captions "Security for the 1993 Bonds," and "Tax Exemption" insofar as such statements or information purports to be descriptions or summaries 5 of the Resolution, the Bonds, the Act, and the Constitution and laws of the State of Florida and Federal law, such statements, to the extent indicated therein, are accurate and fair statements or summaries of the matters set forth in documents referred to therein; (5) An opinion, dated the Date of Closing and addressed to the Underwriters of Frank Kruppenbacher, Esquire, Attorney for the City, to the effect that (i) this Contract of Purchase has been duly authorized, executed and delivered by the City and constitutes a binding agreement of the City enforceable in accordance with its terms except to the extent that the enforceability of the rights and remedies set forth herein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally; (ii) the City has duly authorized, executed and delivered the Official Statement and has duly authorized the distribution of the Preliminary Official Statement; (iii) the information under the captions "Litigation" and "Disclosure Required by Florida Blue Sky Regulations" is correct in all material respects and does not omit any statement which in his opinion should be included or referred to therein in order to make the statements contained therein not misleading and, in addition, such counsel shall state that, based upon his participation in the preparation of the Official Statement as the Attorney for the City and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement (except to the extent expressly set forth in this subparagraph (iii)), as of the Date of Closing nothing has come to his attention causing him to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in 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 except for the information under the caption "Municipal Bond Insurance," and "Tax Exemption," as to all of which no view need be expressed) or (B) the Official Statement (as supplemented or amended pursuant to subsection (n) of Section 5 hereof, if applicable) as of the Date of Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid); (iv) the City is not in material breach of or material default under any applicable constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is subject, nor will the execution, delivery, adoption, enactment, or compliance with any of the documents relating to the Bonds result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as expressly provided by the Bonds and the Resolution; (v) the City had the right and power to adopt the Resolution; the Resolution has been duly and lawfully adopted by the City; the Resolution is in full force and effect, and the Resolution constitutes the legal, valid and binding special obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and no other authorization is required; (vi) the Bonds are valid and binding obligations of the City, enforceable in accordance with their terms and the terms of the Resolution, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are entitled to the benefits of the Resolution; and (vii) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities (except those under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, as to which no opinion is expressed) then required for the City's adoption, enactment, execution and performance of and under the Bonds, the Resolution, and this Contract of Purchase have been obtained or effected and, to the best of his knowledge, he has no reason 6 to believe that the City will be unable to obtain or effect any such additional authorization, consent, approval or review that may be required in the future for performance of any of them by the City; (6) A certificate, dated the Date of Closing, signed by the Mayor, the Acting City Manager and Finance Director, or other appropriate officials satisfactory to the Underwriters to the effect that, to the best of their knowledge; (i) the representations of the City herein are true and correct in all material respects as of the Date of Closing; (ii) the City has performed all obligations to be performed hereunder as of the Date of Closing; (iii) no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of any of the Bonds, (B) to contest or affect any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, or this Contract of Purchase, (C) to contest in any way the corporate existence or powers of the City, (0) to restrain or enjoin the collection of the Excise Taxes, or (E) asserts that the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; but, in lieu of such certificate, the Underwriters may, in their sole discretion, accept an opinion of counsel, acceptable to the Underwriters in form and substance, that in the opinion of counsel, the issues raised in any such pending or threatened litigation are without substance or that the contentions of any plaintiffs therein are without merit; (iv) since September 30, 1992 no material adverse change has occurred in the financial position and results of operations of the City except as set forth in or contemplated by the Official Statement; (v) the City has not, since September 30, 1992 incurred any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official Statement; and (vi) the Official Statement did not as of its date, and does not as of the Date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (7) Verification by Coopers & Lybrand, Orlando, Florida, independent certified public accountants of the adequacy of the maturing mathematical computations supporting (i) the adequacy of the maturing principal amounts of, and interest earned on, the United States Treasury Obligations deposited under the Escrow Agreement to pay the principal of and interest and premium on, the Refunded Bonds, and (ii) the conclusion that the refunding bonds are not "arbitrage bonds" under Section 103 of the Internal Revenue Code. (8) At or prior to Closing the executed municipal bond insurance policy (the "Policy") issued by AMBAC Indemnity Corporation Indemnity Corporation (the "Insurer") in standard form and substance, insuring the timely payment of principal of, and interest on, the Bonds accompanied by the following documents or other evidence satisfactory to the Underwriters: (i) A certificate of, or opinion of counsel to, the Insurer to the effect that (1) the Insurer is a stock insurance corporation validly existing and in good standing under the laws of the State of Wisconsin and qualified to do business therein and is licenses and authorized to issue the Policy under the laws of the State of Florida; (2) the Policy is valid and binding upon the Insurer and enforceable in accordance with its terms, subject to applicable laws affecting creditors' rights generally; and (ii) A certificate from the Insurer to the effect that the Insurer has not defaulted on any of its insurance policies. 7 (9) A letter of Standard & Poor's Corporation to the effect that the Bonds have been assigned a rating no less favorable than AAA and a letter of Moody's Investors Service to the effect that the Bonds have been assigned a rating no less favorable than Aaa, all of which ratings shall be in effect as of the Date of Closing. (10) A letter from Coopers and Lybrand, Orlando, Florida, addressed to the Underwriters, to the effect that: (A) they are independent certified public accountants engaged by the City, and (B) they consent to the use of their name and their report in the Official Statement. (11) At the Closing, a certificate (herein sometimes referred to as the "Tax Compliance Certificate") of the City executed by the Mayor and the Acting City Manager, or such other officials satisfactory to the Underwriters, 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 on the date of 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 Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code"). (12) At or prior to the Closing, the Underwriters shall receive a certificate executed by an authorized officer of the Bond Registrar and Paying Agent, to the effect that: (i) the Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida; (ii) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Resolution and the Bond Registrar and Paying Agent Agreement, dated the date of Closing, by and between the Bank and the City (the "Paying Agent Agreement"); (iii) the performance by the Bank of its functions under the Resolution will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order of which the Bank is subject or any agreement, indenture or other obligation or instrument of 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 in order to perform its functions under the Resolution and the Paying Agent Agreement; and (iv) 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 their knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution and the Paying Agent Agreement. (13) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Date of Closing, of the City's representations contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the Date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. 8 "'-~._-,.,._...............,-~--~-'-,.. All the opinions, letters, certificates, instnlrnents a:nd other documents mentioned above or elsewhere in this Contract of Purchase shall be deemed to be in coropli$llce with the provisions hereof if, but onJy if, they are in fonn snd substance satisfuctory to the Under\lr'rit:ers. The opini01J. of J:Ionigrnan Miller Schwartz & Cohn, Orlando, Florida, which is referred to in Clause (3) of Subsection (d) of this Se>:tioo sball be deemed satisfactory provided it is substantially in the form included in the Official Sts.tement :as Appendix E. If the City should be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Contract of Purchase, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the Underwriters nor the City shall be under any further obligation hereunder. s. The Underwriters shall have the right to terminate its obligations under this Contrnct of Purchase to purchase, to accept delivery of, and to pay for the Bonds by notifying the City of its election to do so if, after the execution hereof and prior to the Closing, the marketability of the Bonds or the market price thereof in the reasonable opinion of the Underwriters, bas been roaterially adversely affected by (i) an. amendment to the Constitution of the United States or by any legislation having au effective, date on or prior to closing (A) enacted by the United States, (B) recomn1ended to the Congress for passage by the President of the United States, or (C) favorably reported for passage to either House of Congress by any con.rmittee of such House to which such legislation hs.s been referred for consideration. or introduced by my member or committee of the Congress, or by an,,:! decision of any c.ourt of the United States or by any ruling or regulation (final, temporary or proposed.) on behalf of the Treasury Department of tho United States, the Internal Revenue Service or any other authority of the United States affecting the federal tax status of the City, its property or income or the interest of its Bonds (including the Bonds); (ii) an outbreak of war or a national emergency or an escalation occurs with respect to ongoing or threatened hostilities in which the United States is currently engaged; (ill) there shall have occurred a declaration of a general banking moratorium by any authority of the United States or tho states of New York or Florida; or (iv) an event described in Subsection (m) of Section 5 bereof shall have occurred which in tho opinion of the Underwrite13 requires the preparation and publication of a supplement or amendment to the Official Ststernent. 9. The Underwriters shall be under no obligation to pay, and the City shall pay, any expense incident to the performance of the City's obligatioIlS hereunder including, but not limited to: (i) the cost of preparation, printing and delivery of the Preliminary Official Statement and the Official Statement, and any supplement and amendments thereto; (ii) the cost of preparation and printing of the Bonds; (ui) the foes and disburseIIients of Honigman Miller Schwartz &. Cohn, Orlando, Florida, Bond Counsel and Frank :Kruppenbacher, Esquire, Attorney for the City; (iv) any fees due rate consultants, engineers, financial advisors wd certified public accountants for their services to the City; (iv) any fees due to rating agencies or credit enhancement providers in connection with the issuances of the Bonds. The Underwriters shall pay the following issuance expenses: (i) the cost of preparation of this Contract of Purchase; and (ii) all other expenses incurred by it in coWlection with the public offering of the Bonds. Attached hereto as Schedule m is the disclomre statement required pursuant to Section 218.385 (6), Florida Statl.1tes. 10. Any notice or other communications to be given to the City under this Contract of Purchase may be given by delivering the same in writing signed by an officer of William R. Hough &. Co. at your address set forth above with a copy of such sent to the City Attorney and my such notice or other communications to be given to the Underwriters may be given by delivering the same in writing to William R. Hough & Co., 100 Rialto Place, Suite 731, Melbourne, Florida 32901, Attention: John E. White (407) 952. 1718. 11. This Contract of Purchase is not assignable and is made solel)' for the benefit of the City and the Underwriters and no other person, partnership, association or corporation shall acquire or have any right bereunder or by virtue bereof. 9 12. Neither the City Commission of the City, nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriters with any liability, or held liable to the Underwriters under any term or provision of this Purchase Contract because of its execution or attempted execution, or because of any breach or attempted or alleged breach thereof. 13. This Purchase Contract, and the terms and conditions herein, shall constitute the full and complete agreement between the City and the Underwriters with respect to the purchase and sale of the Bonds. This Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. 14. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived on behalf of the Underwriters by William R. Hough & Co., in its sole discretion, and the approval of the Underwriters when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer or officers of William R. Hough & Co., and delivered to the City; otherwise, such approval shall be deemed given if the Underwriters accept delivery of and pays the purchase price for the Bonds at Closing. This Contract of Purchase shall become legally effective upon its acceptance by the City, as evidenced by the signature of the Mayor, the City Clerk, and the City Attorney in the spaces provided therefor below. WILLIAM R. HOUGH & CO. John E. White, Vice President CITY OF WINTER SPRINGS, FLORIDA PHILIP A. KULBES, MAYOR ATTEST: Mary T. Norton CITY CLERK APPROVED AS TO FORM AND LEGAL FOR USE AND RELIANCE ONLY BY THE CITY OF WINTER SPRINGS: CITY ATTORNEY 10 Schedule I $9,365,000 CITY OF Winter Springs, FLORIDA Improvement Refunding Revenue Bonds, Series 1993 The City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1993 (the "Bonds"), shall be dated June 1, 1993, and bear interest at the rates set forth in the following table. Inw'est shall be payable on October 1, 1993, and ~iannually thereafter, each April 1 and October 1. The Bonds shall be in denominations of $5,000 or any integral multiple thereof. MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Maturitv Amount Rate Yield 1994 1995 1996 1997 1998 $55,000 50,000 110,000 275,000 285,000 3.00% 3.40 3.60 3.90 4.20 3.00% 3.40 3.60 3.90 4.20 The tenn bonds shall mature on October 1 of the following years and in the following amounts and shall bear interest and shall be priced as follows: $135,000 4.60% Tenn Bonds due 2001 at 4.70% $160,000 5.10% Tenn Bonds due 2004 at 100% $120,000 5.25% Tenn Bonds due 2006 at 5.35% $2,015,000 5.25% Tenn Bonds due 2010 at 5.65% $1,310,000 5.25% Tenn Bonds due 2012 at 94.875% $2,235,000 5.50% Tenn Bonds due 2015 at 97.00% $2,615,000 5.00% Tenn Bonds due 2018 at 5.75% 11 REDEMPTION PROVISIONS Optional Redemption The Series 1993 Bonds maturing on or prior to October 1, 2003, are not subject to optional redemption prior to maturity. The Series 1993 Bonds maturing after October 1, 2004 shall, at the option of the City, be redeemable on or after October 1, 2003 in whole on any date, or in part on the first day of any month and by lot within a maturity if less than all of the Series 1993 Bonds are to be redeemed from maturities designated by the City and from any monies made available for such purposes at the applicable redemption prices set forth in the table below expressed as a percentage of the principal amount thereof plus interest, if any, accrued to the date fixed for redemption. Redemption Period Both Dates Inclusive Redemption Prices October 1, 2003 through September 30, 2004 October 1, 2004 through September 30, 2005 October 1, 2005 and thereafter 102% 101% 100% Mandatory Redemption The Series 1993 Bonds maturing on October 1, 2001 are subject to mandatory sinking fund redemption in part prior to maturity, by lot, from Amortization Installments, in the following years at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 1999 2000 2001 $45,000 45,000 45,000 The Series 1993 Bonds maturing on October 1, 2004 are subject to mandatory sinking fund redemption in part prior to maturity by lot from Amortization Installments, in the following years, at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 2002 2003 2004 $50,000 55,000 55,000 The Series 1993 Bonds maturing on October 1, 2006 are subject to mandatory sinking fund redemption in part prior to maturity by lot from Amortization Installments, in the following years, at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 2005 2006 $60,000 60,000 12 The Series 1993 Bonds maturing on October 1, 2010 are subject to mandatory sinking fund redemption in part prior to maturity by lot from Amortization Installments, in the following years, at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 2007 2008 2009 2010 $290,000 545,000 575,000 605,000 The Series 1993 Bonds maturing on October 1, 2012 are subject to mandatory sinking fund redemption in part prior to maturity by lot from Amortization Installments, in the following years, at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 20B 2012 $640,000 670,000 The Series 1993 Bonds maturing on October 1, 2015 are subject to mandatory sinking fund redemption in part prior to maturity by lot from Amortization Installments, in the following years, at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 2013 2014 2015 $705,000 745,000 785,000 The Series 1993 Bonds maturing on October 1, 2018 are subject to mandatory sinking fund redemption in part prior to maturity by lot from Amortization Installments, in the following years, at par plus accrued interest to the date fixed for redemption in accordance with the following schedule: Year Principal Amount 2016 2017 2018 $830,000 870,000 915,000 13 Schedule ill DISCLOSURE STATEMENT $9,365,000 CITY OF WINTER SPRlNGS. FLORIDA Improvement Refunding :Revenue Bonds, Series 1993 Pursuant to Florida Statutes, Section 218.385(6), the follo.....wg information is provided. 1. The estimated expenses which the Underwrite('S expects to incur with respect to the captioned obligations (the ~BODds.) are as follows: Clearance ...................... Out-of Pocket, Closing and Travel . . . . . . . . . Federal Funds and Da.y Loan. ........... Communications . . . . . . . . . . . . . . . . . . . PSA, CUSIP. MSRB ................ S.2S per $1,000 $.41 per $1,000 $.13 per $1,000 $.05 per $1,000 $.06 per $1,000 Total Expenses $.90 per $1,000 2. There are no finders, as defined in Section 218.386, F1ori~ Statutes, who have been employed by the Underwriters in connection with the issuance of the Bonds. 3. The amount of underwriter spre.<ld expected to be re.ilized with respect to the Bonds is $7.52 per $1,000 which includes $.()- per $1,000 risk and $6.12 per $1,000 takedo'W'n. 4. The I11All8gement fee expected to be charged by the Underwriters is $.50 per $1,000. S. The Managing Underwriter is Willia.m R. Hough & Co., 100 Rialto Place, Suite 731, Melbourne, Florida 32901. IN WITNESS WHEREOF, the Undenigned bas executed this Disclosure Statement On behalf of the Underwriters this 20th day of May, 1993. WILLIAM R. HOUGH & CO. By: John E. White Vice President 14 LAW OFFICES HONIGMAN MILLER SCHWARTZ AND COHN 390 NORTH ORANGE AVENUE SUITE 1300 ORLANDO, F'LORIDA 32801-2448 J EAN N E ADAMS Legal Assistant TELEPHONE (407) 648-0300 TELECOPIER (407) 648-1155 WEST PALM BEACH, FLORIDA TAMPA, FLORIDA DETROIT, MICHIGAN LANSING, MICHIGAN HOUSTON, TEXAS LOS ANGELES, CALIFORNIA June 14, 1993 Mary Norton, City Clerk City of winter Springs, Florida 1126 East State Road 434 winter springs, FL 32708 Re: City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1993 Dear Mary: Please find enclosed a revised first page to sale resolution in connection with the referenced financing. We found a couple of typos on the first page and have corrected them. If you have any questions, please do not hesitate to call. Very truly yours, Jeanne Adams Legal Assistant JA Enclosure