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HomeMy WebLinkAboutResolution 2002-05 Sale of BondsRESOLUTION NO. 2002 -05 A RESOLUTION SUPPLEMENTING RESOLUTION NO. 2001-48 OF THE CITY OF WINTER SPRINGS, FLORIDA; AUTHORIZING AND APPROVING THE NEGOTIATED SALE OF $3,400,000 CITY OF WINTER SPRINGS, FLORIDA LIMITED GENERAL OBLIGATION BONDS, SERIES 2002; AUTHORIZING THE SALE THEREOF TO GARDNYR MICHAEL CAPITAL, INC., STIFEL, NICOLAUS & COMPANY, INCORPORATED, HANIFEN IMHOFF DIVISION AND WILLIAM R. HOUGH & CO. SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN; APPOINTING THE PAYING AGENT AND REGISTRAR; PROVIDING CERTAIN OTHER MATTERS RELATING TO THE SERIES 2002 BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Winter Springs, Florida (the "Issuer ") adopted Resolution No. 2001 -48 on December 10, 2001 (the "Resolution "); and WHEREAS, all capitalized undefined terms used herein shall have the meanings ascribed thereto in the Resolution; and WHEREAS, by the Resolution, the Issuer authorized the issuance of not to exceed $3,400,000 City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 (the "Series 2002 Bonds ") to finance and/or reimburse the cost of acquiring and constructing the Project and to pay certain expenses relating to the issuance of the Series 2002 Bonds including the cost of the Bond Insurance Policy relating to the Series 2002 Bonds; and WHEREAS, the Issuer now desires to supplement the Resolution to award the negotiated sale of the Series 2002 Bonds to Gardnyr Michael Capital, Inc., Stifel, Nicolaus & Company, Incorporated, Hanifen Imhoff Division and William R. Hough & Co. (collectively the "Underwriter ") based on satisfaction of the terms and conditions contained herein; and WHEREAS, due to the willingness of the Underwriter to purchase the Series 2002 Bonds at interest rates favorable to the Issuer and the critical importance of timing of the sale of the Series 2002 Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Series 2002 Bonds at a negotiated sale upon meeting the terms and conditions contained herein and in the Bond Purchase Contract attached hereto as Exhibit "A" (the 'Bond Purchase Agreement "); and WHEREAS, the Issuer has received an offer from the Underwriter to purchase the Series 2002 Bonds, subject to the terms and conditions contained in the Resolution and herein and set forth in the Bond Purchase Agreement; and OR471629;3 WHEREAS, the Issuer desires to sell its Series 2002 Bonds subject to the terms and conditions contained in the Resolution and herein and set forth in the Bond Purchase Agreement, and authorize execution and distribution of the Official Statement in connection with the issuance of the Series 2002 Bonds and determine certain other matters related to the issuance of the Series 2002 Bonds; and WHEREAS, prior to the execution of the Bond Purchase Agreement the Issuer will be provided all applicable disclosure information required by Section 218.385, Florida Statutes, a copy of which is attached to or otherwise included as part of the Bond Purchase Agreement; and WHEREAS, this Resolution shall constitute a Supplemental Resolution under the terms of the Resolution. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA AS FOLLOWS: SECTION 1. Due to the willingness of the Underwriter to purchase $3,400,000 in aggregate principal amount of the Series 2002 Bonds at interest costs favorable to the Issuer and the critical importance of timing of the sale of the Series 2002 Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Series 2002 Bonds at a negotiated sale (rather than through a competitive bid) and such sale to the Underwriter (pursuant to the terms and conditions contained in the Resolution and herein and in the Bond Purchase Agreement) is hereby authorized and approved. SECTION 2. Subject to the terms and conditions of Section 3 hereof, the Series 2002 Bonds may be sold in a negotiated sale to the Underwriter upon the terms and conditions set forth in the Resolution and herein and in the Bond Purchase Agreement which is attached hereto as Exhibit "A" and incorporated by reference. The form of the Bond Purchase Agreement is hereby approved by the Issuer (such approval indicating the recognition of the Issuer that the conditions precedent in Section 3 hereof and the Bond Purchase Agreement have been met or will be met prior to the delivery of the Series 2002 Bonds), and the Issuer hereby authorizes the City Manager of the Issuer to execute and deliver said Bond Purchase Agreement in the name of and on behalf of the Issuer, all of the provisions of which, when executed and delivered by the Issuer as authorized herein shall be deemed to be part of this instrument as fully and to the same extent as if incorporated verbatim herein. SECTION 3. The Issuer hereby delegates to the City Manager of the Issuer the authority (a) to determine (i) the dated date, (ii) the maturity dates and amounts, (iii) the interest rates and payment dates, (iv) the redemption features, (v) the Amortization Installments for the Term Bonds, if any, (vi) the delivery date, and (vii) all other details of the Series 2002 Bonds; and (b) the take such further action as shall be required for carrying out the purposes of the Resolution and this Resolution all with respect to the Series 2002 Bonds; and (c) to execute and deliver, on behalf of the Issuer, the Bond Purchase Agreement as provided in Section 2 above; provided, however, that the City Manager shall not take any action pursuant to this Section 3 unless the City Manager shall have OR471629;3 received from the Issuer's Financial Advisor a letter addressed to the Issuer in order to demonstrate that the true interest cost rate of the Series 2002 Bonds is not more than 5.75 %, (ii) the final maturity of the Series 2002 Bonds is not later than July 1, 2031, (iii) the underwriting discount is not greater than 1% of the original principal amount of the Series 2002 Bonds, and (iv) the Series 2002 Bonds are not subject to optional redemption prior to July 1, 2012 and not at a Redemption Price in excess of 101 %. SECTION 4. The Series 2002 Bonds shall be initially registered pursuant to a book -entry system in the name of Cede & Co., as nominee of The Depository Trust Company, and shall be issued as Serial Bonds and Term Bonds and shall bear interest at the fixed rates per annum and shall mature in the amounts and on the dates and shall be subject to redemption all as set forth in the Official Statement and the Bond Purchase Agreement. The Issuer hereby elects and approves registration of the Series 2002 Bonds pursuant to said book -entry system. The proceeds of the Bonds shall be deposited in the funds created pursuant to the Resolution and as provided in the certificates delivered in connection with the closing for the Bonds. SECTION 5. The form and content of the Preliminary Official Statement dated February 4, 2002 relating to the Series 2002 Bonds attached hereto is hereby approved. The use of such document by the Underwriter in the marketing of the Series 2002 Bonds and the deeming final of said document are hereby ratified. The Mayor and the City Manager are hereby authorized to execute and deliver on behalf of the Issuer the Official Statement relating to the Series 2002 Bonds, in substantially the form and content as the Preliminary Official Statement, with such additions, deletions, and changes thereto, including such additions, deletions and other changes as may be necessitated by this Resolution and the Bond Purchase Agreement as such officers may approve (such approval to be conclusively evidenced by their execution of said Official Statement), and to deliver such Official Statement to the Underwriter. SECTION 6. The form and content of the Continuing Disclosure Certificate (the "Disclosure Document ") relating to the Series 2002 Bonds attached hereto is hereby approved. The Mayor and the Clerk are hereby authorized to execute on behalf of the Issuer the Disclosure Document in substantially the form attached hereto, with such additions, deletions and other changes as such officers may approve (such approval to be conclusively evidenced by their execution of the Disclosure Document). SECTION 7. First Union National Bank, Jacksonville, Florida, is hereby appointed to serve as Registrar and Paying Agent for the Series 2002 Bonds. SECTION 8. The Mayor, the City Manager, the Clerk, or any Assistant or Deputy Clerk, the City Attorney and the Finance Director (collectively the "Issuer Officers "), Akerman, Senterfitt & Eidson, P.A. as Bond Counsel and Public Financial Management, Inc. as the Issuer's Financial Advisor, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the Series 2002 Bonds and the consummation of all transactions in connection therewith. The Issuer Officers are hereby authorized and directed to execute all OR471629;3 necessary or desirable certificates, documents, papers, and agreements for the undertaking and fulfillment of all transactions referred to in or contemplated by the Resolution, the Official Statement, this Resolution, and the Bond Purchase Agreement. SECTION 9. Except as hereby supplemented, the Resolution shall remain in full force and effect. SECTION 10. All actions taken to date by the members of the City Commission and the officers, agents, and employees of the Issuer in furtherance of the issuance of the Series 2002 Bonds are hereby approved, confirmed and ratified. SECTION 11. All prior resolutions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby, shall remain in full force and effect. SECTION 12. This Resolution shall become effective immediately upon its adoption. ADOPTED this I Vh day of February, 2002. (SEAL) OF Paul P. Partyka, Mayor A p p s to Form: City Attorney OR471629;3 FLORIDA EXHIBIT "A" CITY OF WINTER SPRINGS, FLORIDA LIMITED GENERAL OBLIGATION SERIES 2002 BOND PURCHASE CONTRACT February _,. 2002 Honorable Mayor and City Commission CITY 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 of the City 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 subj ect 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 $3,400,000 aggregate principal amount of Limited General Obligation Bonds, Series 2002 (the "Bonds "). The Bonds shall be dated as of February 1, 2002 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 July 1 and January 1, commencing July 1, 2002. The purchase price of the Bonds shall be $ , (after deducting from the aggregate par amount of Bonds, the original issue discount of $ and the Underwriter's discount of $ ) plus accrued interest on the Bonds from February 1, 2002 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 Article VII, Section 12 of the Florida Constitution, Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the "Act "), and Bond Resolution 2001 -48, as supplemented (the "Resolution "). 2. THE BONDS. The Bonds are being issued to provide funds necessary (i) to acquire and construct various recreational facilities within the City, and (ii) to finance the costs of issuance of the Series 2002 Bonds including the municipal bond insurance policy premium. CAWINDO W S \TEMP \bpa2.doc 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 have delivered to the Underwriter a preliminary official statement (which term as used herein shall include the cover page, the summary statement and appendices contained therein), dated as of February 4, 2002 (the "Preliminary Official Statement "), and you authorized the use of the Preliminary 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 or 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 I Ob -5 of the SEC. 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 City of the occurrence of the "end of the underwriting period," as such term is defined 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" pursuant to Rule 15c2 -12 of the Securities and Exchange Commission by the Issuer, pursuant. 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 information 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 C AWINDO WS \TEMP \bpa2.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, (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein, and to levy and collect the ad valorem taxes, as defined 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 ad valorem taxes and the issuance of the Bonds contained in the Resolution, the Bonds and this Bond Purchase Contract; (e) other than as disclosed in the Official Statement and the Preliminary Official Statement, the Issuer has never failed to comply with any agreement to provide continuing disclosure information pursuant to the Rule. (f) relating to outstanding debt of the Issuer, to the best knowledge of the Issuer, there is not an unfunded materially significant arbitrage rebate liability of the Issuer owing the Internal Revenue Service. (g) 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 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; (h) 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 municipal bond insurance policy or the issuer thereof.; (i) the execution of the Resolution and the authorization, execution and delivery of this Bond Purchase Contract, and compliance with the provisions hereof and thereof, does not and will not conflict with, or constitute a material breach of, or material default under, any law, administrative 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 CAWINDO WS \TEMP \bpa2.doc 3 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; 0) 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; (k) 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 ad valorem taxes and to the performance by the City of its obligations under this Bond Purchase Contract and the Resolution shall have been obtained and shall be in full force and effect; (1) 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, in the 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; (m) 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 levy or collect the ad valorem taxes, 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 or 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, or the execution and delivery by the City of this Bond Purchase Contract; and (n) 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 as 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 C: \WIND0WS \TEMP \bpa2.doc 4 service 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 February 27, 2002 or at such time on such earlier or later date as shall be agreed upon (the "Closing "), you will deliver to First Union National Bank, as Registrar and or agent for The Depository Trust Company, 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 1 hereof, plus accrued interest from February 1, 2002 (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. 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 City 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, shall each be in full force and effect in accordance with its 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 Florida, 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 Florida, or a decision shall have been rendered by a court of the United States or the United States Tax Court or by a court of the State of Florida, 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 by the State of Florida or any agency thereof, with respect to Florida State or local C: \WIND0WS \TEMP \bpa2.doc 5 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: (m) 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 or other hostilities 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 course 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; C: \WIND0WS \TEMP \bpa2.doc 6 (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; (iii) 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; (iv) 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; (v) An opinion, dated the Closing Date and addressed to the City and the Underwriter, of Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Disclosure Counsel for the City, substantially to the effect that based upon their preparation of the Final Official Statement as Disclosure Counsel for the City and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the Closing Date nothing has come to the attention of such counsel causing them to believe that (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 as to which no view need be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (k) of Section 7 hereof, if applicable) as of the Closing Date contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid); (vi) a Rule 15c2 -12 Certificate with respect to the Preliminary Official Statement signed by the Mayor and the City Manager (vii) an opinion, dated the Closing Date and addressed to the Underwriter, of Anthony A. Garganese, Esq., City Attorney substantially to the effect that (i) this Purchase Contract, has been duly authorized, executed and delivered by the City and constitutes a legal, valid, and binding agreement of the Issuer in accordance with its terms except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws or the application by a court of equitable principles and except further as the enforcement of indemnification provisions of this Purchase Contract may each be limited by federal or state securities laws or public policy considerations; (ii) the Issuer has authorized, executed and delivered the Official Statement; (iii) the information in the Official Statement as to legal matters relating to the Issuer, the Act and the Resolution is correct in all material respects and does not omit any statement which, in his opinion, should be included or referred to therein and, in addition, such counsel shall state that, based upon his participation in the preparation of the Official Statement as City Attorney and without having undertaken to determine independently the accuracy, C:\WIND0WS\TEMP\bpa2.doc 7 completeness or fairness of the statements contained in the Final Official Statement (except to the extent expressly set forth in this Subparagraph (vii)), as of the Closing Date 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 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 as to all of which no view shall be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (k) of Section 7 hereof, if applicable) as of the Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement as to all of which no view shall be expressed), (it is understood that in undertaking to deliver the Official Statement pursuant to this paragraph, the Issuer is not taking any responsibility for the accuracy or completeness of the information in the Official Statement concerning MBIA or The Depository Trust Company and its book -entry only system of registration of the Bonds); (iv) to the best of his knowledge the Issuer is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, material resolution, material agreement or other material instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of this Purchase Contract, and the adoption of the Resolution and compliance with the provisions on the Issuer's part contained therein, will not conflict with or constitute a material breach of or default under, any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject, and any such execution, delivery, adoption or compliance will not 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 under the terms of any such law, regulation or instrument, except as expressly provided by the Bonds or the Resolution; (v) the Issuer has the right and power under the Act to adopt the Resolution and the Resolution has been duly and lawfully adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding obligation of the Issuer, 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 for the Issuer to adopt the Resolution; (vi) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body, pending or to the best of his knowledge threatened against or affecting C: \WIND0WS \TEMP \bpa2.doe 8 the Issuer, nor is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon operations, properties, assets and financial condition of the Issuer or the transactions contemplated by the Official Statement or the validity of the Bonds, the Resolution, or this Purchase Contract, except as described in the Official Statement; and (vii) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the Issuer's adoption, execution or performance of the Bonds, the Resolution, and this Purchase Contract have been obtained or effected and, to the best of his knowledge, he has no reason to believe that the Issuer 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 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 City 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 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 (apart from the information regarding The Depository Trust Company and its book -entry only system of registration and information regarding MBIA Insurance Corporation, as to which no opinion is expressed) 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 ") ; C: \WIND0WS \TEMP \bpa2.doc 9 (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. (xii) a copy of the municipal bond insurance policy issued by MBIA. 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 permitted 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, Disclosure Counsel and the Issuer's financial advisor; (e) the fees of and disbursements of the Issuer's certified public accountants, if any; (f) 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 and 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 City 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 CAWINDO WS \TEMP \bpa2.doc 10 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 City 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 performance 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 complete 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. 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 Official Statement. C: \WIND0WS \TEMP \bpa2.doc 11 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. Executive Vice President CITY OF WINTER SPRINGS, FLORIDA By: City Manager C AW INDO W S \TEMP \bpa2. doc 12 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 H 225 E. Robinson Street, Suite 465 Orlando, Florida 32801 C: \WIND0WS \TEMP \bpa2.doc 13 DISCLOSURE STATEMENT City of Winter Springs, Florida 1126 East S.R. 434 Winter Springs, Florida 32708 Re: City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 Dear Mayor and Commissioners: In connection with the proposed issuance by the City of Winter Springs, Florida (the "Issuer ") of $3,400,000 principal amount of Limited General Obligation Bonds, Series 2002 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 Underwriters in connection with the purchase and reoffering of the Bonds are set forth in Schedule I 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 transaction in the purchase of the Bonds. (c) The amount of underwriting spread expected to be realized is as follows: Per $1,000 Amount Takedown Underwriting Risk Management Fee Underwriter's Expense Underwriting Spread (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 C AW INDO W S \TEMP \bpa2. doc 14 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, Inc. 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 32801. Authorizing this debt or obligation will result in $ (Average Annual Debt Service) of Pledged Revenues of the City of Winter Springs, Florida not being available to finance other services of the City of Winter Springs, Florida each year for approximately years. The ad valorem taxes levied pursuant to the Resolution which constitute Pledged Revenues may only be used for the purposes for which the Bonds are being issued. Very Truly Yours, GARDNYR MICHAEL CAPITAL, INC. James M. Pietkiewicz Executive Vice President C:\WINDOWS\TEMP\bpa2.doc 15 SCHEDULEI $3,400,000 City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 Estimated Underwriter's Expenses Amount Underwriter's Counsel Federal Funds Clearance PSA, MSRB Assessment, Cusip Fee DTC Closing & Miscellaneous Total Underwriter's Expenses C: \WINDOWS \TEMP \bpa2.doc 16 CONTINUING DISCLOSURE CERTIFICATE THIS CONTINUING DISCLOSURE CERTIFICATE ( "Certificate ") is executed and delivered by THE CITY OF WINTER SPRINGS, FLORIDA (the "City" or the "Issuer "), in connection with the issuance of its $3,400,000 Limited General Obligation Bonds, Series 2002 (the "Series 2002 Bonds "). WITNESSETH: WHEREAS, the Series 2002 Bonds are being issued pursuant to Resolution No. 2001 -48 of the City as supplemented (collectively, the "Resolution "); and WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the City; and WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure Rule; NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City agree as follows: 1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated herein by this reference. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Resolution. 2. Definitions. "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 hereof. "Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2002 Bonds (including persons holding Series 2002 Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Series 2002 Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday, Sunday or a day on which the New York Stock Exchange is closed. "Disclosure Rule" shall mean Rule 15c2- 12(b)(5) promulgated by the Securities and Exchange Commission under the authority of the Securities Exchange Act of 1934, as the same may be amended or officially interpreted by the Securities and Exchange Commission from time to time. OR471265;1 " Dissemination Agent" shall mean the City or any successor Dissemination Agent designated in writing by the City and which has filed with the City written acceptance of such designation. "Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law. "Listed Events" shall mean any of the events listed in Section 5(a) hereof. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Disclosure Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 101 Business Park Drive Skillman, NJ 08558 Phone: (609) 279 -3225 Fax: (609) 279 -5962 Email: Munis @Bloomberg.com FI Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: (212) 771 -6999 Fax: (212) 771 -7390 (Secondary Market Information) (212) 771 -7391 (Primary Market Information) Email: NRMSIR@FTID.com Standard & Poor's J.J. Kenny Repository 55 Water Street 45th Floor New York, NY 10041 Phone: (212) 438 -4595 Fax: (212) 438 -3975 Email: nrmsir—repository@sandp.com DPC Data, Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346 -0701 Fax: (201) 947 -0107 Email: nrmsir @dpcdata.com "Obligated Person(s)" shall mean, with respect to the Series 2002 Bonds, those person(s), other than the bond insurer for the Series 2002 Bonds (the "Bond Insurer "), who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Series 2002 Bonds, which person is the City. "Participating Underwriter" shall mean the original underwriters of the Series 2002 Bonds that are required to comply with the Disclosure Rule in connection with the offering of such Series 2002 Bonds. "Repository" shall mean each National Repository and each State Repository. OR471265;1 2 "State Repository" shall mean any public or private repository or entity designated by the State of Florida as a state repository for the purpose of the Disclosure Rule and recognized as such by the Securities and Exchange Commission. As of this date, no such designation has been made by the State of Florida. 3. Provision of Annual Reports. (a) Not later than April 30 of each year commencing April 30, 2002, the City shall provide an Annual Report consistent with the requirements of Section 4 below to each Repository and to the Bond Insurer. The Annual Report may be submitted as a single document or as separate documents comprising a package; provided that the City's annual audited financial statements (the "Audit ") may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided in such event unaudited financial statements shall be delivered in a format similar to the audited financial statements contained in the final Official Statement (hereinafter defined) for the Series 2002 Bonds together with the balance of the Annual Report. If the City's Fiscal Year changes, the City shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to (i) each National Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. 4. Contents of Annual Report. The Annual Report shall contain or incorporate by reference the following: (a) The Audit for the immediately preceding Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to operations of the City, as same may be modified from time to time by Florida statutory requirements and the governmental accounting standards promulgated by the Government Accounting Standards Board. OR471265;1 3 If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the general purpose financial statements contained in the final Official Statement dated , 2002 (the "Official Statement "), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) an update of the financial information and operating data contained in the Official Statement in the following tables: 1. City of Winter Springs, Florida, Property Tax Levies and Collections, Last Ten Fiscal Years 2. Winter Springs, Florida, Property Tax Rates, Direct and Overlapping Governments, Last Ten Fiscal Years 3. Winter Springs, Florida, Assessed and Estimated Value of Taxable Property, Net of Exemptions, Last Ten Fiscal Years 4. Winter Springs, Florida, Schedule of Ten Largest Taxpayers The information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference. Reporting of Listed Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Series 2002 Bonds, if material: (i) Delinquency in payment when due of principal or interest on the Series 2002 Bonds; (ii) Non - payment related defaults; (iii) Amendment to the Resolution modifying the rights of the Holders of the Series 2002 Bonds; 2002 Bonds; (iv) Optional, contingent or unscheduled prepayment of the Series (v) Defeasance of the Series 2002 Bonds or any portion thereof, OR471265;1 4 (vi) Any change in any rating of the Series 2002 Bonds; (vii) Adverse tax opinions or events adversely affecting the tax - exempt status of the interest on the Series 2002 Bonds; (viii) Any unscheduled draw on any reserve account for the Series 2002 Bonds reflecting financial difficulties; (ix) Any unscheduled draw on the insurance policy issued by the Bond Issuer reflecting financial difficulties; (x) Any substitution of the Bond Insurer or any failure of the Bond Insurer to perform on its insurance policy; and (xi) The release, substitution, or sale of any property securing repayment of the Series 2002 Bonds or any portion thereof. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, as soon as possible, determine if such event would be material under applicable federal securities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii), (viii), (ix) or (x) shall always be deemed to be material. (c) If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the City shall promptly report the occurrence pursuant to subsection (d) below. (d) If the City determines that the Listed Event would be material under applicable federal securities laws, the City shall file a notice of such occurrence with the Municipal Securities Rulemaking Board or each National Repository and the State Repository, and send a copy thereof to the Bond Insurer. Each such notice shall be captioned "Material Event Notice" and shall prominently state the date, title and CUSIP numbers of the Series 2002 Bonds to which it relates. 6. Termination of Reporting Obligations. The obligations of the City hereunder shall terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series 2002 Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule by legislative, judicial or administrative action. If such termination occurs prior to the final maturity of the Series 2002 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(d). 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent other than itself to assist it in carrying out its obligations hereunder and may OR471265;1 5 discharge any such Dissemination Agent with or without appointing a successor Dissemination Agent. 8. Obligated Persons. The Obligated Person with respect to the Series 2002 Bonds shall be the City. 9. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Series 2002 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under this Certificate. Notwithstanding any other provision of the Resolution to the contrary, failure of the City or the Dissemination Agent to comply with the requirements of this Certificate shall not be considered an event of default under the Resolution, and the sole remedy under this Certificate in the event of any failure of the City or Dissemination Agent to comply with the provisions of this Certificate shall be an action to compel performance. 10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and the Dissemination Agent may amend the provisions of this Certificate without consent of the Holders or Beneficial Owners of Series 2002 Bonds and any provision of this Certificate may be waived provided the undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Disclosure Rule at the time of the original issuance of the Series 2002 Bonds, after taking into account any amendments or interpretations of the Disclosure Rule, as well as any change in circumstances. In the event of any amendment or waiver of a provision of this Certificate, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(d); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. 11. Additional Information. Nothing herein shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Certificate. If the City chooses to include any information in an Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Certificate, the City shall have no obligation to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. OR471265;1 6 12. Purpose of this Certificate. This Certificate constitutes the written undertaking for the benefit of the Holders and Beneficial Owners of the Series 2002 Bonds required by Section (b)(5)(i) of the Disclosure Rule. 13. Beneficiaries. The covenants contained herein shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners from time to time of the Series 2002 Bonds and shall create no rights in any other person or entity. 14. Governing Law. This Certificate shall be governed by the laws of the State of Florida and Federal law and venue shall be in Seminole County, Florida. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 11 thday of February, 2002. CITY OF WINTER SPRINGS, FLORIDA 0 rSEAL] ATTEST r, Clerk OR471265;1 7 EXHIBIT "A" NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Winter Springs, Florida Name of Bond Issue: Limited General Obligation Bonds, Series 2002 (the "Series 2002 Bonds ") Date of Issuance: February , 2002 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above -named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate. The City anticipates that the Annual Report will be filed by Dated: CITY OF WINTER SPRINGS, FLORIDA By:_ Name: Title: OR471265;1 8 CITY OF WINTER SPRINGS, FLORIDA LIMITED GENERAL OBLIGATION SERIES 2002 BOND PURCHASE CONTRACT February 12, 2002 Honorable Mayor and City Commission CITY 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 of the City 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 $3,400,000 aggregate principal amount of Limited General Obligation Bonds, Series 2002 (the "Bonds "). The Bonds shall be dated as of February 1, 2002 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 July 1 and January 1, commencing July 1, 2002. The purchase price of the Bonds shall be $ 3,359,901.29, (after deducting from the aggregate par amount of Bonds, the original issue discount of $ 22,821.85 and the Underwriter's discount of $ 28,856.25) plus accrued interest of $11,579.39 on the Bonds from February 1, 2002 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 Article VII, Section 12 of the Florida Constitution, Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the "Act "), and Bond Resolution 2001- 48, as supplemented (the "Resolution "). 2. THE BONDS. The Bonds are being issued to provide funds necessary (i) to acquire and construct various recreational facilities within the City, and (ii) to finance the costs of issuance of the Series 2002 Bonds including the municipal bond insurance policy premium. A:\BPA 2002.doc 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 have delivered to the Underwriter a preliminary official statement (which term as used herein shall include the cover page, the summary statement and appendices contained therein), dated as of February 4, 2002 (the "Preliminary Official Statement "), and you authorized the use of the Preliminary 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 or 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 l Ob -5 of the SEC. 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 City of the occurrence of the "end of the underwriting period," as such term is defined 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. PRELEWWARY 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" pursuant to Rule 15c2 -12 of the Securities and Exchange Commission by the Issuer, pursuant. 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 information 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 AA\BPA 2002.doo 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, (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein, and to levy and collect the ad valorem taxes, as defined 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 ad valorem taxes and the issuance of the Bonds contained in the Resolution, the Bonds and this Bond Purchase Contract; (e) other than as disclosed in the Official Statement and the Preliminary Official Statement, the Issuer has never failed to comply with any agreement to provide continuing disclosure information pursuant to the Rule. (f) relating to outstanding debt of the Issuer, to the best knowledge of the Issuer, there is not an unfunded materially significant arbitrage rebate liability of the Issuer owing the Internal Revenue Service. (g) 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 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; (h) 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 municipal bond insurance policy or the issuer thereof.; (i) the execution of the Resolution and the authorization, execution and delivery of this Bond Purchase Contract, and compliance with the provisions hereof and thereof, does not and will not conflict with, or constitute a material breach of, or material default under, any law, administrative 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 A_A13PA 2002.aoc 3 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, 0) 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; (k) 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 ad valorem taxes and to the performance by the City of its obligations under this Bond Purchase Contract and the Resolution shall have been obtained and shall be in full force and effect; (1) 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, in the opinion ofthe 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; (m) except as disclosed in the Official Statement, to the best knowledge ofthe 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 levy or collect the ad valorem taxes, 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 or 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, or the execution and delivery by the City of this Bond Purchase Contract; and (n) 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 as the Underwriter may designate, and (ii) determine the eligibility ofthe 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 of process or A 1BPA 2002.doc 4 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 February 27, 2002 or at such time on such earlier or later date as shall be agreed upon (the "Closing "), you will deliver to First Union National Bank, as Registrar and or agent for The Depository Trust Company, 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 1 hereof, plus accrued interest from February 1, 2002 (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. 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 City 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, shall each be in full force and effect in accordance with its 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 Florida, 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 Florida, or a decision shall have been rendered by a court of the United States or the United States Tax Court or by a court of the State of Florida, 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 by the State of Florida or any agency thereof, with respect to Florida State or local AABPA 2002.doc 5- 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: (m) 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 or other hostilities 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 course 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; A ABPA 2002.doc 6 A:ABPA 2002.doc (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; (iii) 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; (iv) 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; (v) An opinion, dated the Closing Date and addressed to the City and the Underwriter, of Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, Disclosure Counsel for the City, substantially to the effect that based upon their preparation of the Final Official Statement as Disclosure Counsel for the City and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the Closing Date nothing has come to the attention of such counsel causing them to believe that (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 as to which no view need be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (k) of Section 7 hereof, if applicable) as of the Closing Date contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid); (vi) a Rule 15c2 -12 Certificate with respect to the Preliminary Official Statement signed by the Mayor and the City Manager (vii) an opinion, dated the Closing Date and addressed to the Underwriter, of Anthony A. Garganese, Esq., City Attorney substantially to the effect that (i) this Purchase Contract, has been duly authorized, executed and delivered by the City and constitutes a legal, valid, and binding agreement of the Issuer in accordance with its terms except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws or the application by a court of equitable principles and except further as the enforcement of indemnification provisions ofthis Purchase Contract may each be limited by federal or state securities laws or public policy considerations; (ii) the Issuer has authorized, executed and delivered the Official Statement; (iii) the information in the Official Statement as to legal matters relating to the Issuer, the Act and the Resolution is correct in all material respects and does not omit any statement which, in his opinion, should be included or referred to therein and, in addition, such counsel shall state that, based upon his participation in the preparation of the Official Statement as City Attorney and without 7 having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Final Official Statement (except to the. extent expressly set forth in this Subparagraph (vii)), as of the Closing Date 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 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 as to all of which no view shall be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (k) of Section 7 hereof, if applicable) as of the Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement as to all of which no view shall be expressed), (it is understood that in undertaking to deliver the Official Statement pursuant to this paragraph, the Issuer is not taking any responsibility for the accuracy or completeness of the information in the Official Statement concerning MBIA or The Depository Trust Company and its book -entry only system of registration of the Bonds); (iv) to the best of his knowledge the Issuer is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, material resolution, material agreement or other material instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of this Purchase Contract, and the adoption of the Resolution and compliance with the provisions on the Issuer's part contained therein, will not conflict with or constitute a material breach of or default under, any constitutional provisions law, administrative regulation; judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a parry or to which the Issuer or any of its property or assets is otherwise subject, and any such execution, delivery, adoption or compliance will not 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 under the terms of any such law, regulation or instrument, except as expressly provided by the Bonds or the Resolution; (v) the Issuer has the right and power under the Act to adopt the Resolution and the Resolution has been duly and lawfully adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding obligation of the Issuer, 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 ofwhether enforcement is sought in a proceeding in equity or at law), and no other authorization is required for the Issuer to adopt the Resolution; (vi) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body, pending or to the best of his knowledge A: \BPA 2002.doc threatened against or affecting the Issuer, nor is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon operations, properties, assets and financial condition of the Issuer or the transactions contemplated by the Official Statement or the validity of the Bonds, the Resolution, or this Purchase Contract, except as described in the Official Statement, and (vii) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the Issuer's adoption, execution or performance of the Bonds, the Resolution, and this Purchase Contract have been obtained or effected and, to the best of his knowledge, he has no reason to believe that the Issuer 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 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 City 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 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 (apart from the information regarding The Depository Trust Company and its book -entry only system of registration and information regarding MBIA Insurance Corporation, as to which no opinion is expressed) 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 ofthe 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 ") ; AA13PA 2002.doc 9 - 13. WAIVER. The Underwriter's acceptance of delivery of the Bonds and its payment to the City 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 performance 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 complete 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. 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 Official Statement. AABPA 2002.doc 11 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: i A��' E cutive Vice President CITY OF WINTER SPRINGS, FI!QRTDA City Manager-, AABPA 2002.doc 12 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 II 225 E. Robinson Street, Suite 465 Orlando, Florida 32801 AABPA 2002.doc SCHEDULE A 13 DISCLOSURE STATEMENT City of Winter Springs, Florida 1126 East S.R. 434 Winter Springs, Florida 32708 Re: City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 Dear Mayor and Commissioners: In connection with the proposed issuance by the City of Winter Springs, Florida (the "Issuer ") of $3,400,000 principal amount of Limited General Obligation Bonds, Series 2002 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 Underwriters in connection with the purchase and reoffering of the Bonds are set forth in Schedule I 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 transaction in the purchase of the Bonds. (c) The amount of underwriting spread expected to be realized is as follows: (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 AA13PA 2002.doc 14 Per $1,000 Amount Takedown $ 4.74 $ 16,106.25 Underwriting Risk Management Fee $ 1.75 $ 5,950.00 Underwriter's Expense $ 2.00 $ 6,800.00 Underwriting Spread $ 8.49 $ 28,856.25 (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 AA13PA 2002.doc 14 retained by the Underwriter except as specifically enumerated as expenses to be incurred by the Underwriter as set forth in Schedule H attached hereto. (e) The name and address of the managing underwriter connected with this bond issue is Gardnyr Michael Capital, Inc. 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 32801. Authorizing this debt or obligation will result in $ 225,500.00 (Maximum Annual Debt Service) of Pledged Revenues of the City of Winter Springs, Florida not being available to finance other services of the City of Winter Springs, Florida each year for approximately thirty (30) years. The ad valorem taxes levied pursuant to the Resolution which constitute Pledged Revenues may only be used for the purposes for which the Bonds are being issued. Very Truly Yours, GARDNYR MICHAEL CAPITAL, INC. J M. Pietkiewicz Executive Vice President AA13PA 2002.doc 15 SCHEDULEI $3,400,000 City of Winter Springs, Florida Limited General Obligation Bonds, Series 2002 Estimated Underwriter's Expenses Underwriter's Counsel Federal Funds, Day Loan, Clearance DTC, Cusip Fee Travel, Computer, Miscellaneous Copy, Teleconference Total Underwriter's Expenses AA13PA 2002.doc 16 _ Amount $ 3,500.00 $ 1,000.00 $ 900.00 $ 1,000.00 $ 400.00 $ 6,800.00 PRELIMINARY OFFICIAL STATEMENT DATED FEBRARY 4, 2002 WE - BOOK -ENTRY ONLY Ratings: S &P " Fitch"—' (MBIA Insured) (See Ratings and Municipal Bond Insurance herein) the opinion of Bond Counsel, assuming compliance with existing statutes, regulations, published rulings and court decisions, and continuing compliance by the City with certain tax covenants, interest on the Series 2002 Bonds is excludable from gross income for :ome tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and ns. However, see "TAX MATTERS" herein for a description of the federal alternative minimum tax on corporations and certain other consequences of ownership of the Series 2002 Bonds. Bond Counsel is further of the opinion that the Series 2002 Bonds are exempt resent intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes.(See "TAX MATTERS" herein). $3,400,000 CITY OF WINTER SPRINGS, FLORIDA Limited General Obligation Bonds, Series 2002 ' ebruary 1, 2002 Due: July 1, as indicated on the inside cover he City of Wmicr Springs, Florida (the "City) is issuing its Limited General Obligation Bonds, Series 2002 (the "Series 2002 Bads') only in the form jstered bonds in the denomination of S5,000 principal amount or any integral multiple thereof The Series 2002 Bonds will bear interest at the fixed rth on the inside cover payable semi - annually on each January 1 and July 1, commencing July 1, 2002. The Series 2002 Bonds, when issued, will d in the name of Cede & Co, as nominee for The Depository Trost Company, New York, New York ( "DTC") which will act as securities depository ies 2002 Bonds. Purchases of beneficial interests in the Series 2002 Bonds will be made in book -entry form. Purchasers of the Series 2002 Bonds d Owners") will not receive physical delivery of Series 2002 Bonds. Accordingly, principal of and interest on the Series 2002 Bonds will be paid by h National Bank, Jacksonville, Florida, as paying agent directly to DTC as the registered owner thereof. Disbursements of such payments to the Direct h is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect as more fully described herein. See "DESCRI MON OF THE SERIES 2002 BONDS - Book-Entry Only System" herein. ;rtain of the Series 2002 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as set forth herein. he Series 2002 Bonds are being issued by the City pursuant to Article VB §12 ofthee Cahstitution ofhe State of Florida, Chapter 166, Part B, Florida Staades, renter and Resolution No. 2001.48 of the City as supplemented (Collectively, the "Resolution') to (i)acquire and construct recreational facilities within the 'mjecx'); (h) to capitalize interest acc wing on the Series 2002 Bonds through July 1, 2002; and (iii) finance the costs of issuance of the Series 2002 Bonds he municipal bond insurance premium. See "THE THE PROJECT' and "ESTIMATED SOURCES AND USES OF FUNDS" herein. IE SERIES 2002 BONDS ARE LIMITED OBLIGATIONS OF THE CITY. THE PRINCIPAL OF, REDEMPTION PREMIUMS, IF ANY, AND T ON THE SERIES 2002 BONDS ARE PAYABLE FROM AND SECURED BY A LIMITED PLEDGE OF THE FAITH, CREDIT AND ?OWER OF THE CITY, PROVIDED THAT THE AMOUNT OF THE LEVY, IN EACH YEAR, SHALL NOT EXCEED ONE QUARTER OF L ON ALL OF THE TAXABLE PROPERTY IN THE CITY. PURSUANT TO THE RESOLUTION, BUT SUBJECT TO THE FOREGOING ON, THE CITY IS OBLIGATED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY IN THE CITY, IN EACH YEAR, AT ,S SHALL BE NECESSARY TO PROVIDE FOR THE PROMPT PAYMENT OF ALL PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, EREST ON THE SERIES 2002 BONDS. THE SERIES 2002 BONDS ARE NOT A DEBT, LIABILITY OR OBLIGATION OF THE STATE IDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE CITY, TO THE LIMITED EXTENT DESCRIBED HEREIN) THER THE FArM AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION (EXCEPT FOR THE CITY, TO THE LIMITED EXTENT DESCRIBED HEREIN) ARE PLEDGED TO THE PAYMENT OF THE hL OF THE SERIES 2002 BONDS OR ANY INTEREST OR REDEMPTION PREMIUMS THEREON. hyment of the ptincipal of and interest on the Series 2002 Bonds when due will be guaranteed by a financial guaranty insurance policy to be issued )usly with the delivery of the Series 2002 Bonds by MBIA Insurance Corporation. AMA ,ussion of the terms and provisions of such policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" herein ndix B hereto. us cover page contains certain information for quick reference only. It is not a summary of the Series 2002 Bonds. Investors must read Official Statement to obtain information essential to the making of an informed investment decision. me Series 2002 Bonds are offered when, as and if issued by the City and accepted by the Underwriters subject to the approving legal opinion an, Senterfitt & Eidson, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed on for the City by its counsel, Anthony hese of Brown, Ward, Salzman & Weiss, P.A., Orlando, Florida and by Akerman, Senterfrtt & Eidson, P.A., Disclosure Counsel. Public Management, Inc., Orlando, Florida is acting as Financial Advisor to the City in connection with the issuance of the Series 2002 Bonds. rwriters are being represented by Bryant, Miller and Olive, P.A., Orlando, Florida. The Series 2002 Bonds are expected to be delivered ne facilities of The Depository Trust Company in New York, New York on or about February 27, 2002. GARDNYR MICHAEL CAPITAL, INC. Nicolaus & Company, Incorporated William R. Hough & Co. Hanifen Imhoff Division ,2002 MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS $ Serial Bonds Maturi Prcinal Amount Interest Rate Price or Yield $ _% Term Bonds due July 1, , Price or Yield % CITY OF WINTER SPRINGS, FLORIDA OFFICIALS CITY COMMISSION Paul P. Partyka Mayor Cindy Gennell Deputy Mayor /Commissioner Robert S. Miller Commissioner Michael S. Blake Commissioner Edward Martinez, Jr. Commissioner David McLeod Commissioner CITY MANAGER Ronald McLemore CITY ATTORNEY Anthony A. Garganese Brown, Ward, Salzman & Weiss, P.A. Orlando, Florida FINANCE DIRECTOR Louise Frangoul, C.P.A. CITY CLERK Andrea Lorenzo- Luaces FINANCIAL ADVISOR Public Financial Management, Inc. Orlando, Florida BOND COUNSEL Akerman, Senterfitt & Eidson, P.A. Orlando, Florida AUDITORS McDirmit Davis Puckett & Company, LLC Orlando, Florida ;6 i No dealer, broker, salesman or other person has been authorized by the City, the Insurer or the Underwriters to give any information or to make any representation with respect to the Series 2002 Bonds other than those contained Oet such tut ier having benauthor authorized by any of the foregoing. This other fl information Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2002 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City, DTC, the Insurer, and other sources which are believed to be reliable. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The informafionherem is subjectto change without notice andneither the deliveryhereofnorany sale hereunder at any time implies that the information herein is correct as of any time subsequent to its date. Any statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not as representations of fact. IN CONNECTION WITH THE OFFERING OF THE SERIES 2002 BONDS, THE UNDERWRITERS MAY OVER -ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2002 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2002 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION') OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2002 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED By THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY URACY OR AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACC ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRAR CRIMINAL OFFENSE. Y MAC BE A References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not Purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text ofwhich may contain qualifications is and exceptions to statements made herein. Where full texts have not been included as appendices to this Official Statement, they maybe obtained from the City n. Winter Springs, Florida, City Hall, 1126 East State Road 434, Winter Springs, Florida 32708 -2799, (407) 327 -1800, Attention: City Clerk, upon prepayment of reproduction costs, postage and handling expenses. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) TABLE OF CONTENTS Page ARY STATEMENT .................................................... .... ............ r The City ................................. ............................... ............. i The Series 2002 Bonds ................................................. .... .... . ..... ..i Purpose of the Series 2002 Bonds ............................ • • • • . • • • • ............... "'' ' r Security for the Series 2002 Bonds ................. ............................... r Redemption.......................................... ............................... i i ii Municipal Bond Insurance ............................... ............................... ................ ............................... Professionals .............. ' ........ rr Additional Bonds ...................................... ............................... ii Authorizing Resolution and Def initions ..................... ............................... ii Continuing Disclosure ............................. ii .iii Additional Information .................................. ............................... . . ............................... Delivery of the Series 2002 Bonds ....... . ................ rrr Miscellaneous............ ............................... ............................rrr ,DUCTION ............................................ ............................... 1 1 ITY.................................................. ............................... )SE OF THE SERIES 2002 BONDS ........................ ............................... 1 ROJECT.............................................. ............................... 2 UPTION OF THE SERIES 2002 BONDS .................... ............................... 2 2 General Description .................................... ............................... 2 Book - Entry-Only System ................................ ............................... 4 Redemption Provisions ................................. ............................... CITY AND SOURCE OF PAYMENT FOR THE 2002 BONDS ... ............................... 5 Authority............................................ ............................... 5 5 Source of Payment ..................................... ............................... 5 Amendments to Resolution .............................. ............................... ZONALBONDS ........................................ ............................... 6 �LOREM TAX RELATED MATTERS ...................... ............................... 6 6 Ad Valorem Tax Procedures ............ ............................... ................ ' 6 Save Our Homes Amendment ............................ ............................... 7 Truth in Millage Bill ................................... ............................... 7 Procedures for Tax Collection and Distribution .............. ............................... General Exemptions .................................... ............................... 8 8 Statistical Information .................................. ............................... CIPAL BOND INSURANCE ...................... ............................... I ..... 1 10 10 The MBIA Insurance Corporation Insurance Policy .......... ............................... MBIA.............................................. ............................... 11 il•. MBIA Financial Information ............................ ............................... 12 Financial Strength Ratings of MBIA ............................. ............ ' ' • • ' • • ' ' ' ' . SERVICE REQUIREMENTS ............................ ............................... 13 In ESTIMATED SOURCES AND USES OF FUNDS ... , City of Winter Springs, Florida General Purpose LITIGATION ....................... Financial Statements for the Year Ended September 30, 2000 Specimen Municipal Bond Insurance LEGAL MATTERS ............................... Policy Summary of the Resolution . TAX MATTERS .......................... Form of Bond Counsel Opinion . General............ Form of Continuing Disclosure Certificate TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT ............ ............................... TAX TREATMENT OF ORIGINAL ISSUE PREMIUM . , 16 NOT QUALIFIED INVESTMENTS ............ . UNDERWRITING ........................ . ........... ............................... FINANCIAL ADVISOR ........ . .... ............................... 16 INVESTMENT POLICY ...................................... ............................... RATINGS 17 ......... ............................... FINANCIAL STATEMENTS ................ . 17 CONTINUING DISCLOSURE ..................... . DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .................. ENFORCEABILITY OF REMEDIES ............ ............................... . MISCELLANEOUS.......................................... . ............................... CERTIFICATE AS TO OFFICIAL STATEMENT ............. 18 . ...................... 19 APPENDIX A City of Winter Springs, Florida General Purpose APPENDIX B Financial Statements for the Year Ended September 30, 2000 Specimen Municipal Bond Insurance APPENDIX C Policy Summary of the Resolution APPENDIX D Form of Bond Counsel Opinion APPENDIX E Form of Continuing Disclosure Certificate ry SUMMARY STATEMENT This Summary Statement, being part of the Official Statement, is subject to the more complete information I herein and should not be considered to be a complete statement of the facts material to making an investment The offering by the City of Winter Springs, Florida, of its $3,400,000 Limited General Obligation Bonds, 102 (the "Series 2002 Bonds "), to potential investors is made only by means of the entire Official Statement. n is authorized to detach this Summary Statement from the Official Statement or otherwise use it without the ficial Statement. Capitalized terms used butnot defined in this Summary Statement shall have the same meaning Resolution (as hereinafter defined), unless the context would clearly indicate otherwise. See "Summary of the m" - Appendix C hereto. The City of Winter Springs, Florida (the "City") was originally incorporated in 1959 under the name of the )f North Orlando and became the City of Winter Springs in 1972. The City is located in southern Seminole i central Florida. Adjacent municipalities are Longwood, Casselberry and Oviedo. The City's estimated 2001 in was 32,013. The City is served by a City Commission - City Manager form of government consisting of a ive commissioners and a City Manager. The Mayor and City Commissioners are elected for four -year terms. or votes on matters coming before the City Commission only if needed to break a tie vote among the other City loners. The City Manager is appointed by the City Commission. For additional information concerning the City, see Appendix A hereto. ies 2002 Bonds The City will issue the Series 2002 Bonds in fully registered form in the name of Cede & Co., as nominee for ository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series nds. The Series 2002 Bonds will be available to purchasers in denominations of $5,000 or integral multiples Interest on the Series 2002 Bonds is payable on July 1, 2002 and on each January 1 and July I thereafter until or redemption. Amounts due on the Series 2002 Bonds will be paid to Cede & Co., as nominee for DTC, as d owner of the Series 2002 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the al Owners of the Series 2002 Bonds. See "DESCRIPTION OF THE SERIES 2002 BONDS" herein. Certain of the Series 2002 Bonds are subject to optional and mandatory sinking fund redemption prior to as set forth herein. See "DESCRIPTION OF THE SERIES 2002 BONDS - Redemption Provisions" herein. of the Series 2002 Bonds The Series 2002 Bonds are being issued pursuant to Article VII § 12 of the Constitution of the State of Florida, 166, Part II, Florida Statutes, the City Charter and Resolution No. 2001 -48 of the City as supplemented vely, the "Resolution ") to (i) acquire and construct certain recreational facilities within the City; (ii) to capitalize iccruing on the Series 2002 Bonds through July 1, 2002; and (iii) finance the costs of issuance of the Series 2002 rcluding the municipal bond insurance premium. See "PURPOSE OF THE SERIES 2002 BONDS," "THE :T," and "ESTIMATED SOURCES AND USES OF FUNDS" herein. for the Series 2002 Bonds The principal of and the interest on the Series 2002 Bonds will be payable from and secured by (i) a pledge of eeds of certain ad valorem taxes to be levied by the City at a rate sufficient to provide for the full and prompt of the principal of, redemption premium, if any, and interest on the Series 2002 Bonds; provided that such levy, exceed in any year one quarter of one mill on all of the taxable property within the City, and (ii) until applied dance with the provisions of the Resolution, the proceeds of the Series 2002 Bonds and all moneys including ;nts thereof in the Debt Service Fund. See "SECURITY AND SOURCE OF PAYMENT FOR THE 2002 "and "AD VALOREM TAX - RELATED MATTERS" herein. The Series 2002 Bonds are not a debt, liability or obligation of the State of Florida or any political subdivision thereof (except for the City to the extent described herein) and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof (other than the City to the limited extent described herein) are pledged to the payment of the principal of or interest on the Series 2002 Bonds. Redemption The Series 2002 Bonds maturing on or after July 1, —are subject to optional redemption on or after July 1, —at the redemption prices described herein. Certain of the Series 2002 Bonds are subject to mandatory sinking fund redemption as described herein. See "DESCRIPTION OF THE SEPIES2002 BONDS - Redemption Provisions" herein. Municipal Bond Insurance Payment of the principal of, and interest on the Series 2002 Bonds, when due, will be guaranteed by a financial guaranty insurance policy to be issued simultaneously with the delivery of the Series 2002 Bonds by MBIA Insurance Corporation. See "MUNICIPAL BOND INSURANCE" herein and Appendix B hereto. Professionals First Union National Bank, Jacksonville, Florida, will serve as Regis Resolution. traz and Paying Agent pursuant to the Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, is serving as Bond Counsel and Disclosure Counsel. Anthony A. Garganese, Esquire of Brown, Ward, Salzman & Weiss, P.A., Orlando, Florida, is the City Attorney. The Underwriters are being represented by Bryant, Miller and Olive, P.A., Orlando, Florida. McDirmit Davis Puckett & Company, LLC, Orlando, Florida, is the City's auditor. Public Financial Management, Inc., Orlando, Florida, is the City's financial advisor. Some of the professionals will be compensated from a portion of the proceeds of the Series 2002 Bonds, identified as "Cost of Issuance" under the heading "ESTIMATED SOURCES AND USES OF FUNDS" herein. Such compensation in some instances, but not in regard to the City's auditor, is contingent upon the issuance ofthe Series 2002 Bonds and the receipt of the proceeds thereof. Additional Bonds Subject to certain conditions set forth in the Resolution, the Citymay from time to time issue Additional Bonds, as defined in the Resolution that are payable from and secured by a first lien on and pledge of the Ad Valorem Tax Revenues on a parity with the Series 2002 Bonds then Outstanding. See "ADDITIONAL BONDS" herein and Appendix "D" hereto. Authorizing Resolution and Definitions A summary of the Resolution is set forth in Appendix D hereto. Definitions of certain capitalized words used in this Official Statement and not otherwise defined herein have the meaning ascribed to such terms in the Resolution. Continuing Disclosure The City has agreed and undertaken for the benefit of the Holders of Series 2002 Bonds, to provide certain financial information and operating data relating to the City and the Series 2002 Bonds and notice ofcertain enumerated events pursuant to Rule 15c2 -12 of the Securities Exchange Act of 1934. See "CONTINUING DISCLOSURE" herein and Appendix E hereto. Tonal Information This Official Statement speaks only as of its date and the information contained herein is subject to change. ptions of the Series 2002 Bonds, and other agreements and documents contained herein constitute summaries of provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other Tents and documents for a more complete description of such provisions. Investors should contact the City Clerk (407) 327 -1800 at City Hall,1126 East State Road 434, Winter Springs, 132708-2799, to obtain copies of the Resolution or other documentation referred to herein or with questions ning this Official Statement or the Series 2002 Bonds. Except to the extent otherwise indicated, information contained in this Official Statement was compiled by the ry of the Series 2002 Bonds It is anticipated that the Series 2002 Bonds will be available for delivery through the facilities of DTC, New Vew York on or about February 27, 2002. laneous The references, excerpts and summaries of all documents referred to herein do not purport to be complete .nts of the provisions of such documents, and reference is directed to all such documents for full and complete ;nts of all matters of fact relating to the Series 2002 Bonds, the security for the payment of the Series 2002 Bonds, rights and obligations of holders thereof. The information contained in the Official Statement involving matters of opinion or estimates, whether or not essly stated, are set forth as such and not as representations of fact, and no representation is made that any of the es will be realized. Neither this Official Statement nor any statement which may have been made verbally or in is to be construed as a contract with the holders of the Series 2002 Bonds. [END OF SUMMARY STATEMENT] vii [This page intentionally left blank] OFFICIAL STATEMENT RELATING TO $3,400,000 CITY OF WINTER SPRINGS, FLORIDA LIMITED GENERAL OBLIGATION BONDS, SERIES 2002 INTRODUCTION The purpose of this Official Statement, which includes the cover page and all Appendices hereto, is to furnish do information with respect to the issuance by the City of W inter Springs, Florida (the "City") of its Limited General gation Bonds, Series 2002 (the "Series 2002 Bonds ") in the aggregate principal amount of $3,400,000. The Series 2002 Bonds are being issued by the City pursuant to Article VII § 12 of the Constitution of the State lorida, Chapter 166, Part H, Florida Statutes, the City Charter and Resolution No. 2001 -48 of the City as lemented (collectively, the "Resolution ") to (i) acquire and construct recreational facilities within the City (the ject "); (ii) to capitalize interest accruing on the Series 2002 Bonds through July 1, 2002; and (iii) finance the costs suance of the Series 2002 Bonds including the municipal bond insurance premium See "THE PROJECT" and r IMATED SOURCES AND USES OF FUNDS" herein. The Series 2002 Bonds are being issued in fully registered form in the name of Cede & Co., as nominee for The )sitory Trust Company, New York, New York ( "DTC "), which will act as securities depository for the Series 2002 Is. The Series 2002 Bonds will be available to purchasers in denominations of $5,000 of integral multiples thereof est on the Series 2002 Bonds is payable on July 1, 2002 and on each January 1 and July 1 thereafter until maturity demption. Amounts due on the Series 2002 Bonds will be paid to Cede & Co., as nominee for DTC, as registered ,r of the Series 2002 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the Beneficial ers of the Series 2002 Bonds. See "DESCRIPTION OF THE SERIES 2002 BONDS" herein. This Official Statement speaks only as of its date and the information contained herein is subject to change. Capitalized terms used but not defined herein have the same meanings as when used in the Resolution unless ontext clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 2002 Bonds are irth in the Resolution, a summary of which is attached to this Official Statement as Appendix D. The description e Series 2002 Bonds, the documents authorizing and securing the same, and the information from various reports statements contained herein are not comprehensive or definitive. All references herein to such documents, reports ;tatements are qualified by the entire, actual content of such documents, reports and statements. Copies of such ments, reports and statements referred to herein that are not included in their entirety in this Official Statement may Dtained, after payment of applicable copying and mailing costs, from the City of Winter Springs, at City Hall, East State Road 434, Winter Springs, Florida 32708 -2799, Attention: City Clerk, (407) 327 -1800. THE CITY The City was incorporated in 1959 under the name of the Village of North Orlando and became the City of er Springs in 1972. The City is located in Seminole County, which is a part of the greater Orlando metropolitan in East Central Florida. This area is one of the fastest growing areas in the country. The City is primarily a retail, e and residential area with a small amount of light industry and commercial development. The City currently has d area of 14.6 square miles and a 2001 population of approximately 32,013. The City operates according to a mission/Manager form of government, with an appointed City Manager, five elected City Commissioners and a Gately elected Mayor. The Mayor votes on matters coming before the City Commission only if a vote by the missioners results in a tie. PURPOSE OF THE SERIES 2002 BONDS The Series 2002 Bonds are being issued by the City pursuant to Article VII § 12 of the Constitution of the State orida, Chapter 166, Part II, Florida Statutes, the City Charter and the Resolution to (i) acquire and construct recreational facilities within the City (the "Project "); (ii) to capitalize interest accruing on the Series 2002 Bonds through July 1, 2002; and (iii) finance the costs of issuance of the Series 2002 Bonds including the municipal bond insuMce premium. See "THE PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. THE PROJECT On September 4, 2001, a majority of the electors of the City voting on such date approved by referendum the purchase by the City of approximately 27 acres of lands adjacent to Central Winds Park to construct soccer, football, baseball and other recreation facilities and the financing of such purchase and construction by issuing bonds not exceeding $3,400,000 and bearing interest at a rate not exceeding the maximum permitted by law, and. by levying an ad valorem tax not exceeding one - quarter of one mill (0.25) on all taxable property within the City for repayment ofsuch bonds. DESCRIPTION OF THE SERIES 2002 BONDS General Description The Series 2002 Bonds are being issued in fully registered form in the name of Cede & Co., as nominee for DTC, which will act as securities depository for the Series 2002 Bonds. The Series 2002 Bonds will be available to purchasers in denominations of $5,000 of integral multiples thereof. Interest on the Series 2002 fonds is payable on July 1, 2002 and on each January 1 and July 1 thereafter. until maturity or redemption. Amounts due on the Series 2002 Bonds will be paid to Cede & Co., as nominee for DTC, as registered owner of the Series 2002 Bonds, to be subsequently disbursed to DTC Participants and thereafter to the Beneficial Owners of the Series 2002 Bonds. Book - Entry -Only System The information set forth under this caption concerning DTC and DTC's book -entry system has been obtained from sources the City believes to be reliable, but the.City takes no responsibility for the accuracy thereof. The Series 2002 Bonds will be issued as fully registered bonds without coupons. DTC will act as securities depository for the Series 2002 Bonds. The Series 2002 Bonds will be issued as fully.registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Series 2002 Bond will be issued for each maturity ofthe Series 2002 Bonds. Individual purchases will be made in book -entry form only, in theprincipal amount of$5,000 or any integral multiple thereof. Beneficial owners ofthe Series 2002 Bonds will not receive physical delivery of Series 2002 Bonds. So long as Cede & Co. is the registered owner ofthe Series 2002 Bonds, payments ofptincipal and interest due on the Series 2002 Bonds will be payable directly to DTC. References herein to the registered owners ofthe Series 2002 Bonds shall mean DTC or Cede & Co., and shall not mean the beneficial owners referred to below. DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" Within the meaning ofthe New York Banking Law, a member ofthe Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ( "Participants ") deposit with DTC. DTC also facilitates the settlement among Participants ofsecurities transactions, such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial jelationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Series 2002 Bonds under the DTC system must be made by or through Direct Participants, which eive a credit for the Series 2002 Bonds on DTC's records. The ownership interest of each actual purchaser of ;ries 2002 Bond ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participant's records. ;ial Owners will not receive written confirmation from DTC of their transaction, but Beneficial Owners are A to receive written confirmation providing details of the transaction, as well as periodic statements of their ;s, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. trs of ownership interests in the Series 2002 Bonds are to be accomplished by entries made on the books of )ants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their hip interest in Series 2002 Bonds, except in the event that use of the book -entry system for the Series 2002 Bonds ,ntinued: To facilitate subsequent transfers, all Series 2002 Bonds deposited by Participants with DTC are registered in ie of DTC's partnership nominee, Cede & Co. The deposit of Series 2002 Bonds with DTC and their registration Ame of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial of the Series 2002 Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts ;ries 2002 Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain able for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to t Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by ments among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede& Co. will consent or vote with respect to Series 2002 Bonds. Under its usual res, DTC will mail an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts in the Series 2002 Bonds lited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2002 Bonds will be made to DTC. DTC's practice is to credit Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records )TC has reason to believe that it will not receive payment on such payment date. Payments by Participants to dal Owners will be governed by standing instructions and customary practices, as is the case with securities held accounts of customers in bearer form or registered in "street name," and will be the responsibility of such )ant and not of DTC; the Paying Agent, or the City, subject to any statutory or regulatory requirements as may feet from time to time. Payment of principal and interest to DTC is the responsibility of the City or the Paying disbursement of suchpayments to Direct Participants shall be the responsibility ofDTC, and disbursement of such its to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. NONE OF THE CITY; THE REGISTRAR OR THE PAYING AGENT WILL HAVE ANY )NSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY S NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE T PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES ONDS. THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DIRECT CIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE 3 2002 BONDS PAID TO DTC ORITSNOMINEE; AS THE REGISTERED OWNER, ORDISTRIBUTEANY ES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT TILL ACTIN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. The City is not responsible or liable for the failure of DTC to make any payment to any DTC Participant or the of any DTC Participant to give any notice or make any payment to a Beneficial Owner in respect to the ?002 Bonds or any error or delay relating thereto. In the event the book -entry system is terminated, the transfer and exchange of Series 2002 Bonds shall be ilished as described in the Resolution. Redemption Provisions Optional Redemption of Series 2002 Bonds The Series 2002 Bonds maturing on or prior to July 1, , are not redeemable prior to their respective maturities. The Series 2002 Bonds maturing on or after July 1, are subject to optional redemption prior to their maturities on or after July 1, _, at the option of the City in whole or in part at any time, in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available monies at a redemption price (expressed as a percentage of the principal amount to be redeemed) as set forth in the follo together with accrued interest to the redemption date. wing table, Period During Which Redeemed (Both Dates Inclusive) Redemption Price July 1, _ through June 30, _ 101% July 1, _ and thereafter 100% Mandatory Redemption of Series 2002 Bonds The Series 2002 Bonds maturing on July 1, _ are subject to mandatory redemption inpart prior to maturity by lot on July 1, _ and on each July 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 as follows: Year Principal Amount Notice of Redemption Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be given by the Registrar, and mailed, first class mail, postage prepaid, to all Owners of Series 2002 Bonds to be redeemed at their addresses as they appear on the registration books, but failure to mail such notice to one or more Owners of Series 2002 Bonds shall not affect the validity of the proceedings for such redemption with respect to Owners of Series 2002 Bonds to which notice was duly mailed. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Series 2002 Bonds of one maturity are to be called, the distinctive numbers of such Series 2002 Bonds to be redeemed and in the case of Series 2002 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. Official notice ofredemption having been given as aforesaid, the Series 2002 Bonds orportions of Series 2002 Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Series 2002 Bonds or portions of Series 2002 Bonds shall cease to bear interest. Upon surrender of such Series 2002 Bonds for redemption in accordance with said notice, such Series 2002 Bonds shall be paid by the Registrar at the redemptionprice plus accrued interest. Upon surrender for any partial redemption of any Series 2002 Bond, there shall be prepared for the Owner a new Series 2002 Bond or Series 2002 Bonds of the same maturity in the amount of the unpaid principal of such partially redeemed Series 2002 Bond. In addition to the foregoing notice, further notice may be given by the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. a. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Series 2002 Bonds being redeemed; (ii) the ssue of the Series 2002 Bonds as originally issued; (iii) the rate of interest borne by each Series 2002 Bond being ;d; (iv) the maturity date of each Series 2002 Bond being redeemed; and (v) any other descriptive information to identify accurately the Series 2002 Bonds being redeemed. b. Each further notice of redemption shall be sent at least 35 days before the redemption date tered or certified mail or overnight delivery service to all registered securities depositories then in the business ag substantial amounts of obligations of types similar to the type of which the Series 2002 Bonds consist and to lore national information services that disseminates notices ofredemption of obligations such as the Series 2002 SECURITY AND SOURCE OF PAYMENT FOR THE 2002 BONDS The Series 2002 Bonds are being issued under the authority of and in full compliance with the Constitution and he State of Florida, particularly Article VII § 12 of the Constitution of the State of Florida, Chapter 166, Part 11, Statutes, the City Charter, other applicable provisions of law, and the Resolution. of Payment The Series 2002 Bonds are limited obligations of the City. The principal of, redemption premiums, if any, and m the Series 2002 Bonds are payable from and secured by a pledge of the faith, credit and taxing power of the rvided that the levy of Ad Valorem Taxes by the City in each year for the payment of debt service on the Series nds shall not exceed one quarter (1/4) of one mill on all of the taxable property in the City. (One mill is equal per $1,000 of assessed value of taxable property.) Pursuant to the Resolution, subject to such one quarter of limit, the City is obligated to levy Ad Valorem Taxes on all taxable property in the City at a rate as shall be y to provide for the prompt payment of all principal of, redemption premiums, if any, and interest on the Series nds. The Resolution requires that provision shall be included and made in the annual budget and tax levy for )ftaxes as described above. Whenever the City shall, in any year, have irrevocably deposited in the Debt Service ablished pursuant to the Resolution for the Series 2002 Bonds any money derived from sources other than such taxes, such property tax may be correspondingly diminished, but such diminution must leave available an of such tax, after allowance for anticipated delinquencies in collection, fully sufficient with such moneys d from other sources, to assure the prompt payment of the principal of, redemption premium, if any, and interest ;Ties 2002 Bonds falling due prior to the time that the proceeds of the next annual property tax will be available. Valorem Taxes shall be levied and collected at the same time, and in the same manner, as other ad valorem the City are assessed, levied and collected. The Series 2002 Bonds are also secured by, until applied in accordance with the provisions of the Resolution, ;eds of the Series 2002 Bonds and all moneys, including investments thereof, in the Debt Service Fund. THE SERIES 2002 BONDS ARE LIMITED OBLIGATIONS OF THECITY. THE PRINCIPAL OF, REDEMPTION PREMfUM, IF ANY, ,REST ON THE SERIES 2002 BONDS ARE PAYABLE FROM AND SECURED BY A LIMITED PLEDGE OF THE FAITH, CREDIT ING POWER OF THE CITY, PROVIDED THAT THE AMOUNT OF THE LEVY, IN EACH YEAR, SHALL NOT EXCEED ONE 20F ONE MILLON ALLOF THE TAXABLE PROPERTY IN THE CITY. PURSUANT TO THE RESOLUTION, BUT SUBJECT TO EGGING LIMITATION, THE CITY IS OBLIGATED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY IN THE 3ACH YEAR, AT A KATE AS SHALL BE NECESSARY TO PROVIDE FOR THE PROMPT PAYMENT OF ALL PRINCIPAL OF, PION PREMIUMS, IF ANY, AND INTEREST ON THE SERIES 2002 BONDS. THE SERIES 2002 BONDS ARE NOT A DEBT. 1 OR OBLIGATION OF THE STATE OF FLORIDA OR ANY POLITICALSUBDNISION THEREOF (EXCEPT FOR THE CITY, TO TED EXTENT DESCRIBED HEREIN) AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE CITY, TO THE LIMITED EXTENT DESCRIBED HEREIN) >GED TO THE PAYMENT OF THE PRMCI'ALOF THE SERIES 2002 BONDS OR ANY INTEREST OR REDEMPTION PREMIUMS 1. cents to Resolution The Resolution provides that if the Insurer (hereinafter defined) is not in default, and the Series 2002 Bonds, ie of an amendment to the Resolution, shall berated by the rating agencies rating the Series 2002 Bonds no lower than the ratings assigned thereto by such rating agencies on the date such Series 2002 Bonds were insured, the City may adopt one or more Supplemental Resolutions amending all or any part of the Resolution or any other transaction document (each a "Related Document ") only with the written consent of said Insurer, and the acknowledgment by said Insurer that its Bond Insurance Policy will remain in full force and effect and the consent of the Holders of any Series 2002 Bonds to such amendment is not necessary. ADDITIONAL BONDS Pursuant to the Resolution, no Additional Bonds, payable on a parity from the Ad Valorem Taxes pledged for the payment of principal and interest on the Series 2002 Bonds, shall be issued after the issuance of the Series 2002 Bonds, except for refunding obligations; provided that the issuance of such Additional Bonds for refunding shall result in a lower net average interest cost rate and otherwise comply with applicable law. AD VALOREM TAX RELATED MATTERS Under Florida law, only counties, municipalities, school districts and certain special districts may levy ad valorem taxes upon real estate. Such taxes may not be levied by the State. Ad Valorem Tax Procedures Section 4 of Article VII of the Constitution of the State provides, with certain exceptions: 'By general law regulations shall be prescribed which shall secure a just valuation of all real property for ad valorem taxation," The factors considered in arriving at a just valuation, as set forth in Section 193.011, Florida Statutes, as amended, are summarized as follows: (1) the present cash value of the property; (2) the highest and best use to which the property can be expected to be put in the immediate future and the present use of the property; (3) the location of the property; (4) the quantity or size of the property; (5) the cost of the property and the present replacement value of any improvements to the property; (6) the condition of the property; (7) the income from the property; and (8) the net proceeds ofthe sale of the property after deduction of certain reasonable fees and costs ofsale. All real property in the City is assessed at just value by the Property Appraiser of Seminole County (the "Property Appraiser ") who is required to complete an assessment (as of the prior January 1) of the value of all real property in the City no later than July I of each year. The Property Appraiser is required to inspect physically the real property every three years to determine its just value. All petitions relating to such valuation determinations are heard and reviewed by the Valuation Adjustment Board, which consists of three members from the Board of County Commissioners of the County and two members from the Seminole County School Board (collectively, the "Valuation Adjustment Board "). The property owner has the right to file a petition with the Clerk of the Valuation Adjustment Board if such assessed property value, as determined by the Property Appraiser, is inconsistent with the assessed property value as determined by the property owner. The Valuation Adjustment Board certifies an assessment roll upon completion of the hearings on all petitions so filed; however, provision is made by law for certification of the assessment roll prior to completion of the hearings. Save Our Homes Amendment By voter referendum held on November 3, 1992. Article VII, Section 4 ofthe Florida Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of (a) 3% of the assessment for the prior year, or (b) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967 =100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics (the "Save Our Homes Amendment "). he Save Our Homes Amendment provides that (1) no assessment shall exceed just value; (2) after any change ship of homestead property or upon termination of homestead status, such property shall be reassessed at just of January 1 of the year following the year of sale or change of status; (3) new homestead property shall be at just value as of January 1 of the year following the establishment of the homestead; and (4) changes, , reductions or improvements to homestead shall initially be assessed as provided by general law, and thereafter .ed in the Save Our Homes Amendment. The effective date of the Save Our Homes Amendment was January , and the base year for determining compliance with the restrictions is 1994. The 1995 tax roll year was the first i limitations were effective. Millage Bill The 1980 Florida Legislature enacted the Truth in Millage Bill (the "Trim Bill ") requiring that only governing 'taxing authorities fix the millage rate and requiring that all property be assessed at one hundred percent (100 %) lue. The Trim Bill, effective as of July 1, 1980, prohibits the millage for taxing authorities from being set by un, except as provided in the Constitution of the State of Florida. The City Commission sets the millage rate for the City. The millage levied by the City, at a rate sufficient to ebt service on the Series 2002 Bonds not to exceed in any year one quarter of one mill, was approved by a of the electors of the City by referendum on September 4, 2001. res for Tax Collection and Distribution The Property Appraiser assesses and the Tax Collector of Seminole County (the "Tax Collector ") collects all :m taxes within the City. While only one tax bill is produced by Seminole County (the "County") the bill s ad valorem taxes levied by the City, the County, other municipalities, and other taxing authorities within the All real property taxes are due and payable on November 1 of each year or as soon thereafter as the assessment tifred and delivered to the Tax Collector. The Tax Collector mails to each property owner on the assessment. ice of taxes levied by the various governmental entities in the County. Taxes may be paid upon receipt of such th discounts at the rate of four percent (4 %) if paid in the month of November, three percent, (3 %) if paid in r of December, two percent (2 %) if paid in the month of January, and one percent (1 %) if paid in the month of Taxes paid during the month of March are without discount. All unpaid taxes on real property become it on April 1 of the year following the year in which taxes were assessed. Within forty-five (45) days after the real property taxes become delinquent, the Tax Collector is required to a list of the names of delinquent, taxpayers and the amount of tax due by each. Prior to April 30 of the next Tax Collector is required to prepare warrants against the delinquent taxpayers and, within thirty (30) days to begin judicial proceedings for the levy, seizure and sale of the property. Delinquent real property taxes bear interest at the rate of eighteen percent (18 %) per year from April 1 of the wing the year in which taxes were assessed or immediately after 60 days have expired of the mailing of the ix notice, whichever is later, until a tax certificate is sold by the Tax Collector. Thereafter, the interest rate shall e bid by the purchaser of the tax certificate. On or before June 1 of each year, the Tax Collector is required to once each week for four weeks and offer for sale tax certificates on all real property with taxes due. Delinquent icates not sold at auction become the property of the County. The owner ofthe real property for which a tax certificate has been issued may redeem the property at any time ssuance of the tax certificate and before a tax deed is issued. To redeem a tax certificate, the owner must pay interest, charges and omitted taxes, if any, as provided by law and interest as stated in the tax certificate from ,f the certificate to the date of redemption and interest at the rate shown on the tax certificate or interest at the ,e percent (5 %), whichever is higher. At any time after two (2) years have elapsed since April I of the year of the issuance of the tax certificates and before the expiration of seven (7) years of the date of issuance, the holder of a tax certificate may file an application with the Tax Collector for a tax deed. The statutory process for sale of the tax deed can then be initiated, with the highest bidder receiving a tax deed on the property. Florida law provides that real property tax liens are superior to all other liens except prior Internal Revenue Service liens. Section 197.383, Florida Statutes, requires the Tax Collector to distribute to each governmental unit levying the tax, the taxes collected four times during each of the first two months after the tax roll comes into his possession and once per month thereafter. A different schedule may be used if the Tax Collector and governing body of the governmental unit levying the tax mutually agree. General Exemptions Exemptions from the ad valorem tax include the first $25,000 of assessed value for permanent residence; property owned by certain permanently and totally disabled persons; renewable energy source improvements; inventory; property used by not - for - profit hospitals, nursing homes, homes for special services and property used by homes for the aged; educational -use property; property owned and used by labor organizations for educational purposes; community centers; governmental property; property owned by not - for -profit water and sewer companies; the first $500 ofproperty of every widow, blind person or disabled person, and property held by a port authority and any leasehold interest in such property to the extent of immunity from taxation of City property. In addition, pursuant to Section 196.075, Florida Statutes, an additional homestead exemption ofup to $25,000 may be granted by the county commission for any person who has the legal or equitable title to real estate and maintains thereon the permanent residence of the owner, who has attained age 65, and whose household income does not exceed $20,000. Statistical Information The following table shows last ten fiscal years. the amounts of ad valorem property taxes levied and collected for the City for the CITY OF WINTER SPRINGS, FLORIDA PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Fiscal Year Total Tax L Current Tax Delinquent Tax Collections Total Tax Percent of Total Collections to 1992 (l) $2,299,468 Collections Collections Tax Levy 1993 1994 2,333,990 2,610,826 $ - 2,232,344 2,507,783 $ 810 $ 2,233,154 0 96,21% 1995 2,665,426 2,559,179 4,161 16,817 2,511;944 2,575,996 96.21% ° 1996 1997 2,769,752 2,882,773 2,670,643 9,896 2,680,539 96.78% 96.78% 1998 3,074,799 2,786,845 2,960,328 4,636 7,678 2,791,481 0 96.83/0 1999 2000 3,215,932 3,097,939 25,225 2,968,006 3,123,164 96.53% 0 96.60% 2001 3,453,596 3,771,445 3,333,199 3,636,481 2,817 3,336,769 96.60% 7,288 3,643,769 96.61% (* Gross taxes before discount of 1 % - 4 %, depending on month paid (Z) Collection information is not available before 1993 Source: Seminole County Tax Collector's Office WINTER SPRINGS, FLORIDA PROPERTY TAX RATES DIRECT AND OVERLAPPING GOVERNMENTS Last Ten Fiscal Years note County Tax Collector's Office WINTER SPRINGS, FLORIDA ASSESSED AND ESTIMATED VALUE OF TAXABLE PROPERTY NET OF EXEMPTIONS Last Ten Fiscal Years (Amounts Expressed in Thousands) Centrally Assessed St. John's River Seminole Water City of Seminole County School Management Real Property Winter Springs Co tm Board District Total 3.6153 5.697 10.169 0.358 19.8393 3.6153 5.420 10.089 0.358 19.4823 3.9221 5.362 10.071 0.482 19.8371 3.7626 5.164 10.093 0.482 19.5016 3.7023 5.164 10.291 0.482 19.6393 3.6083 5.164 10.258 0.482 19.5123 3.6000 5.164 10.036 0.482 19.2820 3.5495 5.158 9.918 0.482 19.1075 3.5495 4.999 9.541 0.482 18.5715 3.7708 5.2197 9.162 0.462 18.6145 note County Tax Collector's Office WINTER SPRINGS, FLORIDA ASSESSED AND ESTIMATED VALUE OF TAXABLE PROPERTY NET OF EXEMPTIONS Last Ten Fiscal Years (Amounts Expressed in Thousands) Centrally Assessed and Exemptio Real Property Personal Property ns Totals Ratio of Total Assessed Estimated Estimated Real and to Total Assessed Actual Assessed Actual Personal Assessed Estimated Estimated Value Value Value Value Property Value Actual Value Actual Value $ 785,825 $ 785,623 $ 21,264 $ 21,264 $ 171,051 $ 636,038 $ 806,887 78.83% 802,113 801,890 20,920 20,920 177,446 645,587 822,810 78.46% 830,212 829,973 21,876 21,876 186,417 665,671 851,849 78.14% 882,544 882,258 22,455 22,455 196,599 708,400 904,713 78.30% 935,813 959,556 24,141 24,760 211,837 748,117 984,316 76.00% 992,796 1,001,788 26,362 26,601 220,230 798,928 1,028,389 77.69% 1,061,983 1,061,983 27,701 27,701 235,585 854,119 1,089,684 78.38% 1,127,761 1,149,603 31,494 32,104 253,253 906,002 1,181,707 76.67% 1,178,806 1,216,629 29,756 33,069 238,990 972,981 1,249,699 77.86% 1,143,020 1,454,740 41,720 41,750 263,673 1,184,740 1,496,471 79.17% ich the limitations imposed under the Save Our Homes Amendment became effective. See "AD VALOREM TAX RELATED 1e our Homes Amendment" herein. e County Property Appraiser's Office 9 WINTER SPRINGS, FLORIDA SCHEDULE OF TEN LARGEST TAXPAYERS September 30, 2001 The Insurer's policy unconditionally and irrevocably guarantees the full and complete paymentregrired to be made by or on behalf of the City to the Paying Agent or its successor of an amount equal to (i) the principal of (either at the stated maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Series 2002 Bonds as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed by the Insurer's policy shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner of the Series 2001 Bonds pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law (a "Preference "). The Insurer's policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Series 2002 Bond. The Insurer's policy does not, under any circumstance, insure against loss relating to: (i) optional or mandatory redemptions (other than manddtory sinking fund iddeniptions),- (ii) any payments to be made on an accelerated basis; (iii) payments of the purchase lince of Series 2002 Bonds upon tender by an owner thereof; or (iv) any Preference relating to (i) through (iii) above. MBIA's policy also does not insure against nonpayment of principal of or interest on the Series 2002 Bonds resulting from the insolvency, negligence or any other act or omission of the Paying Agent or any other paying agent for the Series 2002 Bonds. Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or 10 Taxable Assessed Percentage of Valuation as of Total Taxable Tax a er Type of Business 2000 Tax Roll (') Value 1. Golf Terrace, Ltd. Property Management $22,870,330 2.15% 2. Florida Power Corp. Electric Utility 12,219,3.03 1.15% 3. Courtney Springs LP Property Management 11,895,230 1.12% 4. United Dominion Realty Trust Property Management 7,569,350 0.71% 5. ZP No 56 LP Developer 5,145;472 0:48% 6. Hacienda Village Co -Op Property Management 4,862,071 0.46% 7. Centex Homes . Builder 4,415,889 0.41% 7. Time Warner Entertainment Utilities 3,668,561 0.34% 9. BellSouth Communication Utilities 3532,890 0.33% 10. Winter Springs Golf LLC Developer 2,639,031 0.25% " Total taxable assessed valuation of 10 largest Taxpayers 78,818,1.27 7.40% Total taxable assessed valuation of other Taxpayers 986.572:219 92.60% Total taxable assessed valuation of all Taxpayers $1.065,390,346 100.00% Source: Seminole County Appraiser's Office The tax levy for this fiscal year ended September 30, 2001 is based on the 2000 assessed values. MUNICIPAL BOND INSURANCE The following information has been furnished by'MBIA Insurance Corporation ( "MBIA" or the "Insurer ") for use in this Official Statement. Reference is made to Appendix B for a specimen of MBIA's policy. The MBIA Insurance Corporation Insurance Policy The Insurer's policy unconditionally and irrevocably guarantees the full and complete paymentregrired to be made by or on behalf of the City to the Paying Agent or its successor of an amount equal to (i) the principal of (either at the stated maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Series 2002 Bonds as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed by the Insurer's policy shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner of the Series 2001 Bonds pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law (a "Preference "). The Insurer's policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Series 2002 Bond. The Insurer's policy does not, under any circumstance, insure against loss relating to: (i) optional or mandatory redemptions (other than manddtory sinking fund iddeniptions),- (ii) any payments to be made on an accelerated basis; (iii) payments of the purchase lince of Series 2002 Bonds upon tender by an owner thereof; or (iv) any Preference relating to (i) through (iii) above. MBIA's policy also does not insure against nonpayment of principal of or interest on the Series 2002 Bonds resulting from the insolvency, negligence or any other act or omission of the Paying Agent or any other paying agent for the Series 2002 Bonds. Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or 10 r of a Series 2002 Bond, the payment of an insured amount for which is then due, that such required payment en made, the Insurer on the due date of such payment or within one business day after receipt of notice of such Snt, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, lew York, New York, or its successor, sufficient for the payment of any such insured amounts which are then n presentment and surrender of such Series 2002 Bonds or presentment of such other proof of ownership of 2002 Bonds, together with any appropriate instruments of assignment to evidence the assignment of the insured lue on the Series 2002 Bonds as are paid by the Insurer, and appropriate instruments to effect the appointment rrer as agent for such owners of the Series 2002 Bonds in any legal proceeding related to payment of insured )n the Series 2002 Bonds, such instruments being in a form satisfactory to State Street Bank and Trust N.A., State Street Bank and Trust Company, N.A. shall disburse to such owners or the Paying Agent payment rted amounts due on such Series 2002 Bonds, less any amount held by the Paying Agent for the payment of •ed amounts and legally available therefor. A is the principal operating subsidiary of MBIA Inc., a New York Stock Exchange listed company (the y?): The Company is not obligated to pay the debts of or claims against MBIA. MBIA is domiciled in the State ork and licensed; to do business in and subject to regulation under the laws of all 50 states, the District of ,'the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands led States and the Territory of Guam MBIA has three branchesi one in the Republic of France, one in the of Singapore, and the other in the Kingdom of Spain. New York has laws prescribing minimum capital nts, limiting classes and concentrations of investments and requiring the approval of policy rates and forms. also regulate the amount of both the aggregate and individual risks that may be insured, the payment of by MBIA, changes in control and transactions among affiliates. Additionally, MBIA is required to maintain �y reserves on its liabilities in certain amounts and for certain periods of rime. A does not accept any responsibility for the accuracy or completeness of this Official Statement, or any n or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy, of the ,n regarding the policy and MBIA set forth under the heading "MUNICIPAL BOND INSURANCE ". ny, MBIA makes no representation regarding the Series 2002 Bonds or the advisability of investing in the 12 Bonds. Financial Guarantee Insurance Policies are not covered by the Property/Casualty Insurance Security Fund n Article 76 of the New York Insurance Law. rancial Information ollowing documents filed by the Company with the Securities and Exchange Commission are incorporated - eference: The Company's Annual Report on Form 10 -K for the year ended December 31, 2000. The Company's Quarterly Report on Form 10 -Q for the quarter ended September 30, 2001. The report on Form 8 -K filed by the Company on January 30, 2001. iocuments Bled by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the Official Statement and prior to the termination of the offering of the Series 2002 Bonds offered hereby shall to be incorporated by reference in this Official Statement and to be a part hereof. Any statement contained vent incorporated or deemed to be incorporated by reference. herein, or contained in this Official Statement, :emed to be modified or superseded for purposes of this Official Statement to the extent that a statement acrein or in any other subsequently filed document which also is or is deemed to be incorporated by reference lifies or supersedes such statement. Any such statement so modified or superseded shall notbe deemed, except fred or superseded; to constitute a part of this Official Statement. The Company files annual, quarterlyand special reports, informationstatements and other information with the SEC under File No. 1 -9583. Copies of the SEC filings (including (1) the Company's Annual Report on Form 10 -K for the year ended December 31, 2000, (2) the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, and (3) the report on Form 8 -K filed by the Company on January 30, 2001) are available (i) over the Internet at the SEC's web site at h- q: / /www.sec.gov; (ii) at the SEC's public reference room in Washington, D.C.; (iii) over the Internet at the Company's web site at http: / /www.mbia.com; and (iv) at no cost, upon request to M 31A Insurance Corporation, 113 King Street, Armonk, New York 10504. The telephone number of MBIA is (914) 273 -4545. As of December 31, 2000, the Insurer had admitted assets of $7.6 billion (audited), total liabilities of $5.2 billion (audited), and total capital and surplus of $2.4 billion (audited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of September 30, 2001, the Insurer had admitted assets of $8.4 billion (unaudited), total liabilities of $6.0 billion (unaudited), and total capital and surplus of $2.4 billion (unaudited) determined in accordance with statutory accounting practices. prescribed or permitted by insurance regulatory authorities. Financial Strength Ratings of MBIA Moody's Investors Service, Inc, rates the financial strength of the Insurer "Aaa." Standard & Poor's, a division of The McGraw -Hill Companies, Inc., rates the financial strength of the Insurer AAA. 11 Fitch, Inc. rates the financial strength of the Insurer "AAA." Each rating of the Insurer should be evaluated independently. The ratings reflect the respective rating agency's current assessment of the creditworthiness of the Insurer and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings maybe obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold the Series 2002 Bonds, and such ratings may be Subject to revision or withdrawal at anytime by the rating agencies. Any downward revision or withdrawal of any of he above ratings may have an adverse effect on the market price of the Series 2002 Bonds. The Insurer does not guaranty the market price of the Series 2002 Bonds nor does it guaranty that the ratings on the Series 2002 Bonds will rot be revised or withdrawn. The insurance provided by this Policy is not covered by the Florida Insurance Guaranty Association created under :hapter 631, Florida Statutes. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 12 DEBT SERVICE REQUIREMENTS e following table shows the scheduled annual principal and interest requirements on the Series 2002 Bonds and rual debt service on the Series 2002 Bonds. TOTAL 13 Aggregate Year Series Ending 2002 Bonds (July 1) Principal Interest Debt Service 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020. 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 TOTAL 13 ESTIMATED SOURCES AND USES OF FUNDS Sources of Funds: Series 2002 Bond Proceeds $ Less Original Issue Discount ($ .� Accrued Interest $ Total Estimated Sources of Funds Uses ofFunds: Deposit of Accrued and Capitalized Interest to Interest Account Deposit to Construction and Acquisition Fund Underwriter's Discount Cost of Issuance (') Total Estimated Uses of Funds t'' Includes costs of issuance fees and expenses including the municipal bond insurance premium associated with the issuance of the Series 2002 Bonds. LITIGATION There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 2002 Bonds or questioning or affecting the validity of the Series 2002 Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence of the City, nor the title of the present City Commission members or other officials of the City to their respective offices is being contested. There is no litigation pending which in any manner questions the right of the City to issue the Series 2002 Bonds in accordance with the provisions of the Resolution and the laws of the State of Florida. The City experiences routine litigation and claims incidental to the conduct of its affairs. The City carries substantial insurance for these exposures, and pending claims are defended by and, if necessary, are anticipated to be paid by the insurance carriers. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2002 Bonds and the issuance thereof by the City are subject to the approving opinion ofAkerman, Senterfitt & Eidson, PA., Orlando, Florida, Bond Counsel. The proposed legal opinion of Bond Counsel is set forth as Appendix E. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinions subsequent to their respective rates. Bond Counsel has not been engaged by the City to confirm or verify, and, except as may be set forth in an opinion of Bond Counsel delivered to the Underwriter, expresses and will express no opinion as to the accuracy, completeness or fairness ofany statements in this Official Statement. Certain legal matters will be passed upon for the City by Anthony A. Garganese of Brown, Ward, Salzman & Weiss,'P.A., City Attorney, Orlando, Florida and by Akerman, Senterfitt & Eidson, P.A., Disclosure Counsel. The Underwriters are being represented by Bryant, Miller and Olive, P.A., Orlando, Florida. TAX MATTERS The Internal Revenue Code of 1986 (the 'Code ") establishes certain requirements which must be met lent to the issuance and delivery of the Series 2002 Bonds for interest thereon to be and remain excluded from come for federal income tax purposes. Noncompliance with such requirements could cause the interest on the DO Bonds to be included in gross income for federal income tax purposes retroactive to the date of issue of the 002 Bonds. Those requirements include, but are not limited to, provisions which prescribe yield and other limits which the proceeds of the Series 2002 Bonds and other amounts are to be invested and require, under certain itances, that certain excess investment earnings on the foregoing must be rebated on a periodic basis to the y Department of the United States. The City has covenanted in the Resolution to comply with each such neat. In the opinion of Bond Counsel, assuming continuous compliance by the City with the Code and the covenants tesolution, under existing statutes; regulations, published rulings, and judicial decisions, and subject to the ms described below, interest on the Series 2002 Bonds is excludable from gross income for federal tax purposes tot an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and tions, although such interest-is taken into account in determining adjusted current earnings for the purpose of ing the alternative minimum tax on,corporations. Failure by the City to comply subsequent to the issuance of the :002 Bonds with certain requirements of the Code regarding the use, expenditure and investment of Series 2002 roceeds and the timely payment of certain investment earnings to the Treasury of the United States may cause on the Series 2002 Bonds to become included in gross income for federal income tax purposes retroactive to their issue. The City has covenanted in the Resolution to comply with all provisions of the Code necessary to, among ings, maintain the exclusion from gross income of interest on the Series 2002 Bonds. In rendering its opinion, ounsel has assumed continuing compliance with such covenants. The opinion on federal tax matters will be based on and will assume the accuracy of certain representations and tt ons and compliance with certain covenants of the City to be contained in the transcript of proceedings and that aded to evidence and assure the foregoing, including that the Series 2002 Bonds are and will remain obligations rest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not dently verify the accuracy of the certifications and representations made by the City. Prospective purchasers of the Series 2002 Bonds should be aware that ownership ofthe Series 2002 Bonds may i other federal tax consequences to certain taxpayers. In the opinion ofBond Counsel, the Series 2002 Bonds are exempt from all present intangible personal property rposed pursuant to Chapter 199, Florida Statutes. Interest on the Series 2002 Bonds may be subject to state or local income taxation under applicable state or local other jurisdictions. Purchasers of the Series 2002 Bonds should consult their tax advisors as to the income tax f interest on the Series 2002 Bonds, in their particular state or local jurisdictions. During recent years, legislative proposals have been introduced in Congress, and in some cases, enacted, that certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2002 In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. teration of federal tax consequences may have affected the market value of obligations similar in nature to the .002 Bonds. From time to time, legislative proposals may be introduced which could have an effect on both the tax consequences resulting from the ownership of the Series 2002 Bonds and their market value. No assurance riven that any such legislative proposals, if enacted, would not apply to, or would not have an adverse effect upon, es 2002 Bonds. Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the .002 Bonds may affect the tax status of interest on the Series 2002 Bonds. Moreover, except as stated above, Bond Counsel expresses no opinion regarding federal or state tax consequences arising with respect to the Series 2002 Bonds. Prospective purchasers of the Series 2002 Bonds are advised to consult their own tax advisors as to the applicability of other federal or state tax consequences. TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT ' Under the Code, the difference between the maturity amounts of the Series 2002 Bonds maturing in the years and years _ through_ (the "Discount Bonds "), and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amoirut'ofilia Discount Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue over the term of such Discount Bonds on a compounded basis. A purchaser who acquires such Discount Bonds in the initial .offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds such Discount Bonds, and will increase his or her adjusted basis in such Discount Bonds by the amount of such accniing discount for purposes of determining taxable gain or loss on the sale or other disposition of such�Discount Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of such Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to niles which differ from those above. Owners of such Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. TAX TREATMENT OF ORIGINAL ISSUE PREMIUM The Series 2002 Bonds maturing in through and in ( "Premium Bonds ") are being offered and sold to the public at a price in excess oftheir stated redempfronprice (the principal amount) at maturity. That excess constitutes bond premium For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield must be detertained on the basis of the earliest call datethatresultsin the lowest Yield on that PremiumBond ),compoundedsemiannuall y. Noportionofthatbondprerrnnm is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes upon the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Series 2002 Bond. A purchaser of a Premium Bond at its issue price in the initial offering who holds that Series 2002 Bond to maturity (or, in the case of a callable Premium Bond, the earliest call that results in the lowestyield on that Series 2002 Bond) will realize no gain or loss upon the retirement of that Series 2002 Bond. Owners of Premium Bonds (or book entry interests in them) should consult their own tax advisers as to the determination for federal income tax purposes of the amount of bond premium properly accmable in.any period with respect to the osernium Bonds and as to other federal tax consequences and the treatment of bond premium for state and local tax purposes. NOT QUALIFIED INVESTMENTS The Series 2002 Bonds have not been designated by the City as "qualified tax- exempt obligations" for purposes of paragrap; (3) of subsection (b) of Section 265 of the Code. UNDERWRITING The Underwriters shown on the cover page hereof have agreed, subject to certain conditions precedent to purchase the Series 2002 Bonds at a price of $ underwriters'discountof$ ($ original par amount, less and less original issue discount of$ ), plus accrued interest. 16 aderwriters have furnished the information on the cover page of this Official Statement pertaining to the public g prices of the Series 2002 Bonds. The public offering prices of the Series 2002 Bonds may be changed from time by the Underwriters, and the Underwriters may allow a concession from the public offering prices to certain None of the Series 2002 Bonds will be delivered by the City to the Underwriters unless all of the Series 2002 are so delivered. FINANCIAL ADVISOR Public Financial Management, Inc., Orlando, Florida, has served as financial advisor to the City in connection & issuance of the Series 2002 Bonds. INVESTMENT POLICY The City considers all highly liquid investments (including restricted assets) with a maturity of three months when purchased to be cash equivalents. During the 1998 fiscal year, the City adopted GASB Statement No. 31, itingandFinancialReportingfor Certain Investments andExternallnvestmentPools. Asa result, all investments ,sented at fair value. The City Charter authorizes the City to invest in direct obligations of or obligations teed by the Department of the Treasury of the United States of America, obligations of specific federal agencies Jnited States of America, bonds, notes, or other evidence ofindebtedness issued by the Federal National: Mortgage ation or Federal Home Loan Mortgage Corporation, secured repurchase agreements, bankers' acceptance, money commercial paper, certificates of deposit, and the Local Government Surplus Funds Trust Fund. All investments e insured, registered, or held by the City or a trustee in the City's name. RATINGS The Series 2002 Bonds are expected to be rated and by Standard & Poor's Ratings Services, ion of the McGraw -Hill Companies, Inc. and Fitch, Inc., with the understanding that, upon delivery of the Series fonds a municipal bond insurance policy will be issued by the Insurer. Such ratings reflect only the views of such rations and any desired explanation of the significance of such ratings should be obtained from the rating agency ling the same, at the following addresses: Fitch, Inc., One State Street Plaza, New York, New York 10004 and rd & Poor's Ratings Services, 55 Water Street, New York, New York 10041. Generally, a rating agency bases ag on the information and materials furnished to it and on investigations, studies and assumptions. There is no ice such ratings will continue for any given period of time or that such ratings will not be revised downward or awn entirelyby the rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any such card revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2002 FINANCIAL STATEMENTS The City's general purpose financial statements for its fiscal year ended September 30, 2000 appearing in dix "B" hereto have been audited by McDirmit Davis Puckett & Company, LLC, independent auditors, as stated i report appearing therein. The auditors have consented to the inclusion of their report in Appendix B. It is anticipated that the audited financial statements of the City for the fiscal year ending September 30, 2001 available by the middle of February 2002 and will be included as an appendix to the final Official Statement will be delivered prior to the execution and delivery of the Series 2002 Bonds. CONTINUING DISCLOSURE The City has agreed and undertaken for the benefit of Series 2002 Bondholders and in order to assist the writers in complying with the continuing disclosure requirements of Securities and Exchange Commission Rule 2 (the "Rule "), to provide certain financial information and operating data relating to the City and the Series 2002 in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events, if al. Such undertaking shall only apply so long as the Series 2002 Bonds remain outstanding under the Resolution. 17 The Annual Report and audited financial statements will be filed annually by the City pursuant to the undertaking with each Nationally Recognized Municipal Securities information Repository ("NRMSIRs ") described in the Continuing Disclosure Certificate (Appendix E hereto), as well as, any state ipformation repository that is subsequently established in the State of Florida (the "SID"). The notices of material events will be filed by the City with the Municipal Securities Rulemaking board or the NRMSIRs and with the SID. The, specific nature of the information to be contained in the Annual Report and the notices of material events are described in the Appendix E. With respect to the Series 2002 Bonds, no party;other than the City is obligated to provide nor is expected to provide, any continuing disclosure information with respect to the aforementioned. Rule. The City failed to timely provide its Annual Report due March 31, 2000 which it had agreed to ,provide in connection with the issuance. of its huprovement Refunding Revenue Bonds, Series 1999. The City has now provided such Annual Reportto theNRMSIRs, and has implemented procedures regarding the timely filing of annual reports. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act ") required that the City make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed that are orbave been in default as to principal or interest at any time after December 31, 1975. (including bonds or other debt obligations for which ithas served only as a conduit issuersuch as industrial development or private activity bonds issued on behalf of private businesses). The City is not and has not since December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations. - Although the City is not aware of any defaults with respect to bonds or other debt obligations as to which it has served only as a conduit issuer, it has not undertaken an independent review or investigation of such bonds or other obligations. The City does not believe that any information about any default would be considered material be a reasonable investor in the Series 2002 Bonds because the City was not liable to pay the principal of or interest on any such bonds except from payments made to it by the private companies on whose behalf such bonds were issued and no funds of the City were used to pay such bonds or the interest thereon. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2002 Bonds upon an event of default under the Resolution and any policy of insurance referred to herein are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and;judicial decisions, the remedies specified by the federal bankruptcy code, the Resolution, the Series 2002 Bonds and any policy of insurance referred to herein may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2002 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether of not so expressly stated, are set forth as such and not as representations of fact, and no representation, is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2002 Bonds. The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as a representation by the City or the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof. 18 This'Official Statement is submitted in connection with the sale of the securities referred to herein and may not luced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving f opinion, whether or not expressly so stated, are intended as such and not as representations of fact. CERTIFICATE AS TO OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized by the City Commission of the the time of delivery of the Series 2002 Bonds to the Underwriters, the City will provide to the Underwriters a (which may be included in a consolidated closing certificate of the City), signed by those City officials who is Official Statement, relating to the accuracy and completeness of certain materials in this Official Statement being a final official statement in the judgment ofthe undersigned for the purposes of SEC Rule 15c2- 12(b)(3). CITY OF WINTER SPRINGS, FLORIDA By: Mayor By: City Manager 19 APPENDIX A City of Winter Springs, Florida General Purpose Financial Statements for the Year Ended September 30, 2000 [This page intentionally left blank] MCDaMIT, DAMS, PUCKETT & COMPANY, P.A. kinson Street, Suite 635 Florida 3 85 Telephone: (407) 843 -5406 d Fl Hi Fax: (407) 649-9339 32802 -1 I85 8 -Mail: infG@mdpcpa.com INDEPENDENT AUDITOR'S REPORT ble Mayor and City Commissioners Winter Springs, Florida ✓e audited the accompanying general purpose financial statements of the City of linter :, Florida, as of and for the year ended September 30, 2000, as listed in the table of s. These general purpose financial statements are the responsibility of the City s )Ment. Our responsibility is to express an opinion on these general purpose financial )nts based on our audit. iducted our audit in accordance with generally accepted auditing standards and the ds applicable to financial audits contained in Government Auditing Standards, issued by nptroller General of the United States. Those standards require that we plan and perform it to obtain reasonable assurance about whether the general purpose financial statements of material misstatement. An audit includes examining, on a test basis, evidence ng the amounts and disclosures in the general purpose financial statements. An audit ,ludes assessing the accounting principles used and significant estimates made by Iment, as well as evaluating the overall general purpose financial statement presentation. ave that our audit provides a.reasonable basis for our opinion. )pinion the general purpose . financial statements referred to above present fairly, in all respects, the financial position of the City of Winter Springs, Florida, as of September 30, nd the results of its operations and the cash flows of its proprietary fund types and the in pension fund net assets for the year then ended in conformity with generally accepted ing principles. dance with Government Auditing Standards, we have also issued a report dated February on our consideration of the City of Winter Springs, Florida's internal control over financial 3 and our tests of its compliance with certain provisions of laws, regulations, contracts and That report is an integral part of an audit performed in accordance with Government Standards and should be read in conjunction with this report in considering the results of t. embers: Private Companies Practice Section • American Institute of Ccnif ed Public Accountants • Florida Institute of Certified Public Accountanb Our audit was made for the purpose of forming an opinion on the general purpose financial statements taken as a whole. The combining and individual fund and account group financial statements, and supplementary information listed in the accompanying table of contents are presented for purposes of additional analysis and are not a required part of the general purpose financial statements of the City of IMnter Springs, Florida. The accompanying schedule of state financial assistance is presented for purposes of additional analysis as required by Section 216.349, Florida Statutes, and is not a required part of the general purpose financial statements of the City of Winter Springs, Florida, Such information has been subjected to the auditing procedures applied in the audit of the general purpose financial statements and, in our opinion, is fairly presented in all material respects in relation to the general purpose financial statements taken as a whole, The information listed in the Statistical Section is presented for purposes of additional analysis and is not a required part of the general purpose financial statements. Such information has not been subjected to the auditing procedures applied In the audit of the general purpose financial statements and, accordingly, we express no opinion on it. McDIRMIT, DAVIS, PUCKETT & COMPANY, P.A. February 19, 2001 GENERAL PURPOSE FINANCIAL STATEMENTS (COMBINED STATEMENTS • OVERVIEW) These basic financial statements provide a summary overview of the financial position of all funds and account groups as well as the operating results of all funds. They also serve as an introduction to the detailed statements that follow in subsequent sections. CITY OF WINTER SPRINGS, FLORIDA COMBINED BALANCE SHEET ALL FUND TYPES AND ACCOUNT GROUPS September 30, 2000 The accompanying Notes to Financial Statements are an integral part of these statements. 3 Governmental Fund Types Special Debt General Revenue Service Assets: Cash and cash equivalents Investments $ 589,243 $ 2;292;370 $ 702,459 Receivables, net 2,055,398 1,053,359 Inventories - at cost 31,981 261,653 Due from other governments 7,993 320,324 17,401 _ Due from other funds 2,196,169 11969,026 Prepaid costs 56,617 Restricted assets: " Cash and cash equivalents 102,588 Investments - Property, plant and equipment _ Less: accumulated depreciation Construction in progress Unamortized bond issuance costs Amount available in debt-service funds _ Amount to be provided for retirement of general long -term debt Total assets $ 5,360,313 $ 5,593,809 $ 702,459 The accompanying Notes to Financial Statements are an integral part of these statements. 3 mental Proprietary ` Fiduciary rYPes 1.IF und,Type Fund Type Account Group_ General General Totals ici Fixed Long -Term (Memorandum cis " Enterprise Trust Assets Debt Only) 9,400 $ 3,305,579 $ 35,434 $ $ - $ 11,009,485 5,102,233 - 8,210990 4,194 668;734 2,643 - 979,205 2,039 - - 10,032 '6,851 609,635 - - 337,725 5,411,681 4,017 - - - 130,634 - 4,191,929 _ 4,294,517 1,091,382 - 1,091,382 41,131,683 - 24,370,718 - 65,502,401 (11,406,250) - - - (11,406,250) 105,272 - 2,695,097 - 2,800,369 388,957 - - - 388,957 - - - 702,355 702,355 - - 18,589,370 18,589,370 9,462. $ 40,089;960. $ 5;140,31,0,. $27,065,815 $ 19,291,725 $ 108,052,853 (Continued) 4 CITY OF WINTER SPRINGS, FLORIDA COMBINED BALANCE SHEET ALL FUND TYPES AND ACCOUNT GROUPS September 30, 2000 The accompanying Notes to Financial Statements are an integral part of these statements. 5 Governmental Fund T es General Special Revenue Debt Service Capital P--- -_ Liabilities and Fund Equity: Liabilities Accounts payable Retainage payable 317,394 108,355 $ - $ 701,748 Accrued liabilities Due to other funds 351237 , 1,260 - _ 231,770 Current liabilities (payable from restricted 1,265,865 1,691,701 1.04 523,891 assets): Customer deposits Accrued interest 102,588 - _ Revenue bonds payable - Obligation under utility agreement - - Accrued compensated absences Bonds payable Obligations under capital leases - - Notes payable Obligation under utilty agreement, less - - portion payable from restricted assets . Total liabilities Fund equity: 2,037,084 — 1,801,316 104 1,457,409 Contributed capital Investment in general fixed assets Retained earnings: ---- -- ---_ - Reserved for renewal and replacement Reserved for capital improvements - Unreserved Fund balances: - Reserved: Inventories Prepaid costs 7,993 Encumbrances 56,617 _ Debt service 16,377 1,045 - 38,701 Employee's pension benefits 702,355 _ Capital projects - - Unreserved - - - 3,313,352 Total Fund Equity and Other Credits 3,242,242 3,791,448 - 3,323,229 3,792,493 702,355 3,352,053 Total Liabilities, Fund Equity and Other Credits $ 5,3_ 60_313 $ 5,593,809 $ 702,459 $ 4,809,462 The accompanying Notes to Financial Statements are an integral part of these statements. 5 prietary Fiduciary n_d Type Fund Type Account Groups General General Totals Fixed . Long -Term (Memorandum terprise Trust Assets Debt Only) 146,688 $ $ $ - $ 1,274;185 - - 231,770 19,582 - 372,079 1,930,120 - 5,411,681 620,223 - 722,811 693,721 - 693,721 790,000 - - 790,000 188,000 188,000 138,113 - 836,217 974,330 ?1,845,528 - 16,738,970 38,584,498 - - 97,038 97,038 - - 1,619,500 1,619,500 158,000 - 158,000 !6,529,975 - - 19,291,725 51,117,613 9,185,403 - - - 9,185,403 27,065,815 27,065,815' 202,615 - - 202,615 582,230 582,230 3,588,737 - - 3,588,737 7,993 - - 56,617 56,123 702,355 5,140,310 5,140,310 3,313,352 - 7,033,690 3,558,985. 5,140,310 27,065,815 56,935,240 0,088,960 $ 5,140,310 $ 27,065,815 $ 19,291,725 $ 108,052,853 [This page intentionally left blank] CITY OF WINTER SPRINGS, FLORIDA COMBINED STATEMENT OF REVENUE EXPENDITURES AND CHANGES IN FUND BALANCES • ALL OWERNMENTAL FUND TYPES For the Year Ended September 30, 2000 nditures: rent: eneral government 2,733,978 Governmental Fund Types - Totals 3,039,087 ublic safety Special Debt Capital (Memorandum 5,807,995 General Revenue Service Projects Only) nues: ufture and recreation i - - :es and special assessments $.3,603,106 $ 3,476,730 $ $ 242,707 $ 7,322,542 anses and permits 581,658 349,930 - 931,588 :rgovemmentalrevenues 3,031,604 229,868 25,274 - 3,261,472 arges for services 208,657 865,245 - - 1,073,902 as and forfeitures 266214 32,143 1,658 - 298,357 :stment Income 132,194 160,405 11,774 293,142 597,515 cellaneous revenues 13,639 37 13,676 Total revenues 7,837,071 5,114,358 11,774 535,849 13,499,052 nditures: rent: eneral government 2,733,978 305,109 - 3,039,087 ublic safety 5,587,013 220,982 - 5,807,995 hysical environment 1,277,623 485,157 - 1,762,780 ufture and recreation 1,200,702 - - 1,200,702 vital outlay - - 4,347,463 4,347,463 rt service: rincipai retirement - 25,274 320,000 345;274 terest and fiscal charges - 4,782 620,764 - 625,546 suance costs 1,658 6,341 7,999 Total expenditures 10,799,316 1,042,962 940,764 4,353,804 17,136,846 ss (Deficiency) of Revenues )r Expenditures (2,962,245) 4,071,396 928,990 (3,817,955) (3,637,794) r Financing Sources (Uses) irating transfers In 3,455,698 1,123,082 1,019,777 153,789 5,752,346 :rating transfers out - (4,748;589) - (250,746) (4,999,335) e proceeds - 137,571 1,481,929 1,619,500 Net other financing sources (uses) 3,455,698 (3,487,936) 1,019,777 1,384,972 2,372,511 cess (Deficiency) of Revenues d Other Sources Over :penditures and Other Uses 493,453 583,460 90,787 (2,432,983) (1,265,283) Balances - Beginning of Year 2,829,776 3,209,033 611,568 5,785,036 12,435,413 Balances - End of Year $ 3,323,229 $ 3,792,493 $ 702,355 $ 3,352,053 $ 11,170,130 The accompanying Notes to Financial Statements are an integral part of these statements. FA CITY OF WINTER SPRINGS, FLORIDA COMBINED STATEMENT OF REVENUE EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ALL GOVERNMENTAL FUND TYPES For the Year Ended September 30, 2000 General Fund Variance Favorable Budget Actual (U�fayorable) Revenues: Taxes and special assessments $ 3,652,469 $ 3,603,105 $ (49,364) Licenses and permits 564,000 581,658 17,658 Intergovernmental revenues 3,085,699 3,031,604 (54,095) Charges for services 152,700 208,657 55,957 Fines and forfeitures 260,000 266,214 g 21q investment Income Miscellaneous 190,000 132,194 (57,806) Total revenue 75,000 13,639 (61,361) 7,979,868 7,837,071 (142,797) Expenditures: Current: General govemment 3,261,568 2,733,978 527,590 Public safety Physical environment 5,706,976 5,587,013 119,963 Culture and recreation 1,323,063 1,209,052 1,277,623 .45,440 Capital outlay 1,200,702 8,350 Debt service: Principal retirement Interest and fiscal charges Issuance costs Total expenditures 11,500,659 10,799,316 701,343 Excess (Deficiency) of Revenues Over Expenditures (3,520,791) (2,962,245) - 558,546 Other Financing Sources (Uses) Operating transfers in 3,036,825 3,455,698 418,873 Operating transfers out Note proceeds Net other financing sources(uses) 3,036,825 3,455,698 418,873 Excess (Deficiency) of Revenues and Other Sources Over Expenditures and Other Uses (403,966) 493,453 977,419 Fund Balances.- Beginning of Year 2,829,776 2,829,716 Fund Balances - End of Year $ 2,345,810 $ 3,323,229 i $ 977,419 The accompanying Notes to Financial Statements are an integral part of these statements. R Special Revenue Funds Debt Service Funds Variance Variance Favorable Favorable Budget Actual (Unfavorable) B_ udget Actual (Unfavorable) 3,147,000 $ 3,476,730 $ 329,730 365,285 349,930 (15,355) _ 240,000 229,868 (10,132) 1,807,000 2,027,551 220,551 _ 32,000 32,143 143 81,700 160,405 78,705 11,774 11,774 37 37 5,672,985 6,276,664 603,679 11,774 11,774 1,546,843 1,467,415 79,428 _ _ 309,547 220,982 88,565 837,177 485,157 352,020 _ - 25,274 (25,274) 315,000 320,000 (5,000) - 4,782 (4,782) 526,022 620,764 (94,742) 1,658 (1,658) 2,693,567 2,205,268 488,299 841,022 940,764 (99,742) 2,979,418 4,071,396 1,091,978 (841,022) (926,990) (87,968) 1,080,000 1,123,082 43,082 840,684 1,019,777 179,093 (3,968,660) (4,746,589) (779,929) _ 137,571 137,571 (2,751,089) (3,487,936) (736,847) 840,684 1,019,777 179,093 228,329 583,460 355,131 (338) 90,787 91,125 3,209,033 3,209,033 611,568 611,568 - b 3,437,362 $ 3,792,493 $ 355,131 $ 611,230 $ 702,355 $ 91,125 (Continued) CITY OF WINTER SPRINGS, FLORIDA COMBINED STATEMENT OF REVENUE EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ALL GOVERNMENTAL FUND TYPES For the Year Ended September 30, 2000 Capital Projects Funds Variance Favorable Budget. Actual .. - _(Unfavorable) Revenues: Taxes and special assessments $ 199,720 $ 242,707 $ 42,987 Licenses and permits _ Intergovernmental revenue's Charges for services Fines . and forfeitures _ Investment Income 218,000 293,142 75J42 Miscellaneous Total revenue 417,720 535,849 8 1.29 . Expenditures: Current General government Public safety Physical environment Culture and recreation _ Capital outlay 4,990;934 4;347,463 643,471 Debt service: Principal retirement _ _ Iriterest and fiscal charges Issuance costs 8,262 6,341 1,921 Total expenditures 4,999,196 4,353,604 645,392 Excess (Deficiency) of Revenues. Over Expenditures (4;581,476) (3,817,955) 783,521 Other Financing Sources (Uses) Operating transfers in - 153,789 153,789 Operating transfers out (197,908) (250,746) (52;838) Note proceeds 1,481,929 1,481,929 Net o the rfinancing sources(uses) 1,284,021 1,384;972 100,951 Excess (Deficiency) of Revenues and Other Sources Over Expenditures and Other Uses (3,297,455) (2,432,983) 864,472 Fund Balances - Beginning of Year 5,785,036 5,785,036 $ 2,487,581 $ 3.,352,053 $ 864,472 The accompanying Notes to Financial Statements are an integral part of these statements. 4n (5,963,871) (3,637,794) 1 2,326,077 4,957,509 Totals 794,837 (4,166,568) (Me noranduln Only). (832,767) 1,619,500 1,819,500 Variance 2,410,441 2,372,511 Favorable Budget.,. AgWal (Unfavorable) (3,553,430) (1,265,283) 6,999,189 $ 7,322,542 $ 323,353 929,285 931,588 2,303 3,325,699 3,261,472 (64,227) 1,959,700 2,236,208 276,508 292,000 298,357 6,357 489,700 597,515 107,815 75;000 13,676 (61,324) 14,070,573 14,661,358 590,785 4,808,411 4,201,393 607,018 6,016,523 5,807,995 208,528 2,160,240 1,762,780 397,460 1,209,052 1,200,702 8,350 4,990,934 4,347,463 643,471 315,000 345,274 (30,274) 526,022 625,546 (99,524) 8,262 7,999 .263 20,034,444 18,299,152 1,735,292 (5,963,871) (3,637,794) 1 2,326,077 4,957,509 5,752,346 794,837 (4,166,568) (4,999,335) (832,767) 1,619,500 1,819,500 2,410,441 2,372,511 (31,930) (3,553,430) (1,265,283) 2,288,147 12,435,413 12,435,413 - 8,881,983 $ 11,170,130 $ 2,288,147 CITY OF WINTER SPRINOS,FLORIDA COMBINED STATEMENT OF REVENUE EXPENSES AND CHANGES IN RETAINE[5 EARNINGS ALL PROPRIETARY FUND TYPES For the Year Ended September 30, 2000 Operating Revenues: User charges Operating Expenses: Salaries and benefits Materials and supplies Depreciation and amorization Other operating expenses Total operating expenses Operating income (loss) Nonoperating Revenue (Expenses): Investment Income Interest expense Connection fees Gain (loss) on disposal of property and equipment Total nonoperating revenue (expense) Income (loss) before operating transfers Operating Transfers: Operating transfers in Operating transfers out Net operating transfers Net income (loss) Proprietary Fund Types Enterprise $ 5,726,142 1,197,817 504,812 1;332235 729,928 3,764,792 1;969,3 352,152 (1,409,468) 432,808 (39,50 (664,015) 1,297,335 . 5,660 (758,671) (753,011) 544,324 Retained Earnings - Beginning of Year 3,829,258 Retained Earnings - End of Year $ 4,373,582 The accompanying Notes to Financial Statements are an itegrai part of these statements. 12 CITY OF WINTER SPRINGS, FLORIDA COMBINED STAT —"ENT OF CHANGES IN PRNSION FUND NET ASSETS . For the Year Ended September 30, 2000 Ions: tributions: nployer an members Total contributions stment income: it appreciation in fair value of investments serest Net investment income Total additions Alons: off. ..,.. dnistrative expenses Total deductions crease ssets Held in Trust for Pension Benefits: nning of Year of Year $ 482,069 124,745 606,814 848,782 52,137 900,919 1,507,733 283,661 36,832 320,493 1,187,240 3,953,070 $ 6,140,310 The accompanying Notes to Financial Statements are an integral part of these statements. 13 CITY OF WINTER SPRINGS, FLORIDA COMBINED STATEMENT OF CASH FLOWS ALL PROPRIETARY FUND TYPES For the Year Ended September 30, 2000 Cash Flows from Non - Capital Financing Activities: Net operating transfers in Proprietary Net operating transfers out Fund Type Decrease in due from other funds Enterprise Cash Flows from Operating Activities: 210,281 Receipts from customers $ 5,974,633 Payments to suppliers (2,025,808) Payments to employees (1,146,816) Net cash provided by operating activities 2,802,009 Cash Flows from Non - Capital Financing Activities: Net operating transfers in 5,660 Net operating transfers out (758,671) Decrease in due from other funds 867,435 Increase in due to other funds 210,281 Net cash provided by non - capital financing activities 324,705 Cash Flows from Capital and Related Financing Activities: Acquisition of property and equipment (450,840) Additions to construction in progress (78,272) Principal paid on revenue bonds (750,000) Interest paid on revenue bonds (1,417,266) Connection fees 432,808 Net cash provided (used) by capital and related financing activities (2,263,570) Cash Flows from Investing Activities: Investment income 385,503 Net cash provided by investing activities 385,503 Net Increase in Cash and Cash Equivalents 1,248,647 Cash and Cash Equivalents at Beginning of Year 6,248,861 Cash and Cash Equivalents at End of Year $ 7,497,508 Classified As: Current assets $ 3,305,579 Restricted assets 4,191,929 Total $ 7,497,508 The accompanying Notes to Financial Statements are an integral part of these statements, sh Investing, Capital and Financing Activities: ontributed property, plant and equipment $ 1,287,747 ,ecrease In the fair value of investments (33,351) 1 L Proprietary Fund Type Enterprise icillation of Operating Income to Net Cash olded by Operating Activities: )perating Income $ 1,961,349 tments Not Affecting Cash: )epreciation 1,312,751 amortization 19,484 icrease in allowance for doubtful accounts 36,377 ie in Assets and Liabilities: )ecrease in accounts receivable 184,481 icrease in inventories (1,536) 1crease in accounts payable 23,859 icrease in accrued liabilities 15,951 icrease in customer deposits 64,011 iecrease in utility agreement obligation (849,768) icrease in accrued compensated absences 35,050 Total adjustments 840,660 sh Provided by Operating Activities $ 2,802,009 sh Investing, Capital and Financing Activities: ontributed property, plant and equipment $ 1,287,747 ,ecrease In the fair value of investments (33,351) 1 L [This page intentionally left blank] NOTES TO FINANCIAL STATEMENTS CITY OF WINTER SPRINGS, FLORIDA NQT S TO FINANmAL STATEMENTS September 30, 2000 Note 1 - Summary of Significant Accounting Policies: The City of Winter Springs, Florida (the City ") was established by a special act of the Florida Legislature and incorporated in 1959. The City is located in the central Florida county of Seminole. The legislative branch of the City is composed of a five - member elected Commission, which is governed by the City Charter and by state ;and local laws and regulations. The City Commission is responsible for the establishment and adoption of policy; the execution of such policy is the responsibility of the City Manager appointed by the Commission. The accounting policies of the City conform to accounting principles generally accepted in the United States of America as applicable to units of local governments. The following is a summary of the more significant policies: Reporting Entity — In evaluating how to define the government, for financial reporting purposes, the City has considered all potential component units. The definition of the reporting entity is based primarily on the notion of financial accountability. A primary government is financially accountable for the organizations that make up its legal entity. It is also financially accountable for legally separate organizations if its officials appoint a voting majority of an organization's governing body, and either it is able to impose its will on that organization or there is a potential for the organization to provide specific financial benefits to, or to impose specific fnancial burdens on, the primary government. A primary government may also be financially accountable for governmental organizations that are fiscally dependent on it. A primary government has the ability to impose its will on an organization if it can significantly influence the programs, projects or activities of, or the level of services performed or provided by, the organization. A financial benefit or burden relationship exists it the primary government (a) is entitled to the organizations' 'resources; (b) is legally obligated or ha: otherwise assumed the obligation to finance the deficits of, or provide financial support to, thf the above criteria) management has determined that there organization. In components units toe, included within the reporting entity. CITY OF WINTER SPRINGS, FLORIDA NOTES In FINANCIAL ST&TEMFINITS September 30, 2000 e 1 - Summary of Significant Accounting Policies: Fund Accounting - The accounts of the City are organized on the basis of funds or account groups, each of which is considered a separate accounting entity. The operations of each fund are a6 ounted for with a separate set of self- balancing accounts. The various funds are grouped by type in the financial statements, The following fund types and accountgroups are used by the City. Govemtrie tal Fund Types General Fund - To account for all financial resources except those required to be accounted for in another. fund. The General Fund is the general operating fund of the City. Special Revenue Funds - To account for the proceeds of specific revenue sources (other than major capital projects) that are legally restricted to expenditures for specific Debt Service Funds To account for the accumulation of resources for, and the payment of general long -term debt principal, interest and related costs. Capital Projects Funds - To account for financial resources to 4 used for the acquisition ot construction of major capital facilities (other than those financed by proprietary funds). Proprietary, Fund Types Enterprise .'Funds - To account for operations that are financed and operated in a manner similar to private business enterprises, where the intent of the governing body is that costs of providing goods or services to the general public on a continuing basis be financed or recovered. primarily through user charges. The City's enterprise fund consists of a water and sewer utility. Fiduciary Fund Types Trust Funds - To account for assets held by the City in a trustee capacity or as an agent on behalf of others. Trust funds account for assets held by the City under the terms of a formal trust agreement. Account Groups General Fixed Assets Account Group - To account for all fixed assets of the City, other than those accounted for in the enterprise funds. General Long -Term Debt - To account for the outstanding principal balances on any general obligation debt of the City. 17 CITY OF WINTER SPRINGS, FLORIDA NOTFS TO FINANCIAL STATEMENTS - Cnntinimd September 30, 2000 Note I - Summary of Significant Accounting Poll icles (Continued): Basis of Accounting and Measurement Focus Governmental fund types include the general, special revenue, debt service, and capital projects funds. Governmental fund types use the flow of current financial resources measurement focus and the modified accrual basis of accounting. Under this method of accounting, revenues are recognized when they become measurable and available as net current assets, or when susceptible to accrual; i.e., both measurable and available. "Measurable" means that the amount of the transaction can be determined and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. The City considers all revenues available if they are collected within 60 days after year end. Expenditures are recorded when the liability is incurred, except for principal and interest on general long -term debt, which Is recognized when due and certain compensated absences which are recognized when the obligations are expected to be liquidated with expendable available financial resources. Property taxes, certain intergovern mental revenues, interest and special assessments are susceptible to accrual. Expenditure -driven grants are recognized as revenue when the qualifying expenditures have been incurred and all other grant requirements have been met. The enterprise fund is accounted for on the flow of economic resources measurement focus and uses the accrual basis of accounting. Under this method, revenues are recorded when earned and expenses are recorded at the time liabilities are incurred. The City adopted GASB Statement No. 20 and chose not to apply all FASB pronouncements issued after November 30, 1989. The basis of accounting and measurement focus of the pension trust funds is the same as proprietary fund types and therefore is maintained on the accrual basis of accounting. The General Long -Term Debt and General Fixed Assets Account Groups are concerned only with the measurement of financial position. They are not involved with the measurement of results of operations. Long -term debt which is not intended to be financed through the Proprietary Fund is accounted for in the General Long -Term Debt Account Group. Fixed assets which are not used in Proprietary Fund operations are accounted for in the General Fixed Assets Account Group. Encumbrances - Encumbrance accounting, under which purchase orders, contracts, and other commitments for the expenditure of funds are recorded in order to reserve that portion of the applicable appropriation, is utilized in the governmental funds. Encumbrances are reported as reservations of fund balances and do not constitute expenditures or liabilities because the commitments will be honored during the subsequent year. Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, demand deposits, repurchase agreement and all highly liquid investments (including restricted assets) with a maturity of ninety days or less when purchased. CITY OF WINTER SPRINGS, FLORIDA NOTES MMIANCIAL ST 10 FWTS Cnnflnuad September 30, 2000 :e 1 - Summary of Significant Accounting Policies (Continued) Investments - Investments in all fund types are. stated at fair value, which is the amount at which an investment could be exchanged in a current transaction - between willing parties, other than in a lorced liquidation sale. Fair value is based. on quoted market prices, Income from investmenfs.held by the individual funds is recorded.in the respective fund as it is earned. Changes in the fair value of investments is recognized as revenue and included in investment income. Inventories Inventories are stated at cost, using a FIFO method. The cost of governmental fund -type inventories are accounted for by the consumption method, under Nhich such inventory is recorded as an expenditure when used. Unamorfized Bond Costs In the governmental fund. types, bond issuance costs are :harged as current expenditures when the bonds are issued. For the enterprise fund, bond tests are amortized on a straight -line basis, which approximates the interest method; over the ife of the bonds. 4estricted Assets The use of certain assets of enterprise funds is restricted by specific )rovislons of bond resolutions and agreements with various parties. Assets so designated are dentified as restricted assets on the balance sheet. 7roperty, Plant and Equipment - Property, plant, and equipment owned by the enterprise unds is stated at historical cost or estimated historical cost. Additions, improvements, and Mar capital outlays that significantly extend the useful life of an asset are capitalized. Other :osts incurred for repairs and maintenance are expensed as incurred. Contributions of )roperty; plant, and equipment received from federal, state, or local sources are recorded as Dritributiorns to equity when received. Major" outlays for improvements are capitalized as )rojects are constructed. Interest incurred during the construction, phase is reflected in the apitalized value of the asset constructed net of interest earned on the invested proceeds over ie same period. Depreciation of property, plant and equipment is provided on the straight ne basis over the following estimated useful lives: Buildings 10 - 30 years Improvements 20 - 40 years Equipment 5 -1.0 years CITY OF WINTER SPRINGS, FLORIDA Ml]TES IAL ST %TFMFM r•nn4i., ,a September 30; 2000 Note 1 - Summary of Significant Accounting Policies (Continued): General Fixed Assets - General fixed assets have been acquired for general govemmentaI Purposes- Assets purchased are recorded as expenditures in the govern mental funds and capitalized at cost In the general fixed assets account group. in the case of gifts or contributions, such assets are recorded at fair market value at the time received. Certain improvements, such as roads, bridges, curbs, gutters, streets, sidewalks, drainage Immovable and lighting systems y o the City. nNo depredatitionl'has been provided on general fixed assets. The City used to have an enterprise fund for their stormwater system and stormwater system improvements were capitalized. In 1997, the City converted this to a special revenue fund and transferred the stormwater system improvements to General Fixed Assets. Since 1997, the policy has been to not capitalize stonnwater improvements. Compensated Absences - The City records compensated absences In the govemmental fund types as expenditures of the amount that would normally be liquidated with expendable available financial resources. The remainder of the liability is reported in the General Long - Term Debt Account Group. The proprietary fund type accrues compensated absences in the Period they are earned. Long -Term Obligations - Long -term debt is recognized as a liability of a governmental fund when due, or when resources have been accumulated in the debt service fund for payment early in the following year. For other long -term obligations, only that portion expected -to be financed from expendable available financial resources is reported as a fund liability of a governmental fund. The remaining portion of such obligations is reported in the general long -term debt account group. Long -term liabilities expected to be financed from proprietary fund operations are accounted for In those funds. Fund Equity Proprietary Funds - Contributed capital consists of property and equipment from developers and federal and state (capital) grants. Grants received for operating assistance are recorded as non - operating revenue. Reservations of retained earnings are created by increases in assets restricted for debt service, renewal and replacement, and other contractual obligations. These increases result from earnings on restricted assets and other intrafund transfers to (from) restricted accounts. Earnings on restricted assets are included in net income of the Proprietary Funds. Reserves are not established for bond proceeds deposited into construction accounts. CITY OF WINTER SPRINGS, FLORIDA September 30, 2000 ummary of Significant Accounting Policies (Continued): id Equity (Continued) vernmental, Funds - Reserves of the governmental funds are limited to the portions fund balance which are either not subsequently appropriated for expenditures or ally segregated for a specific use. irfund Transactions - Transactions which constitute reimbursements to a fund for enditures (expenses) initially made are recorded as expenditures or expenses (as ropnate) in the reimbursing fund and as reductions of the expenditures (expenses) in reimbursed fund. interfund transactions except advances and reimbursements are accounted for as sfers. Nonrecurring or non - routine transfers of equity between funds are considered dual equity transfers. All other interfund transactions are treated as operating sfers. : olumns on Combined Statements - Overview - Total columns on the combined :nts are captioned. Memorandum Only to indicate that they are presented only to 3 financial analysis.. Data in these columns do not present financial position, results of ns or its cash. flows in conformity with generally accepted accounting principles. is such data comparable to a consolidation. Interfund eliminations have not been the aggregation of this data. ewardship, Compliance and Accountability: and Budgetary ACCOUnting - Budgets are legally adopted for all the City's Funds 1 prepared in ,accordance with generally accepted accounting principles, with the in of the Solid Waste Special Revenue. Fund (see (7) below) which is adopted on a ry basis. The City follows these procedures set forth below in establishing the ry data reflected in the financial statements: On or before July 1"t of each year, the City Manager submits a Proposed Budget to the City Commission for the fiscal year beginning the following October t�`. The Budget includes proposed revenues and expenditures, and a description of capital activities for the ensuing fiscal year. The City Commission then holds informal workshops; Each item in the budget is thoroughly discussed, and the public is invited to participate. )n or before September 301' of each year, the public hearings are completed and the :ommission adopts the final budget and establishes the ad valorem tax millage. 71 CITY OF WINTER SPRINGS, FLORIDA MOTE- TO FINANrIA QTAT MFNTC Cnntiw,crl September 30, 2000 Stewardship, Compliance and Accountability (Continued): W let and Budgetary Accounting The budget may be formally amended by the City Commission at any time. Budgeted amounts presented in the accompanying financial statements have been adjusted for legally authorized revisions of the annual budgets during the year. The City.Manager is authorized to transfer budgeted amounts between accounts within a department. At any time during the fiscal year, the City Manager may transfer part or all of any unencumbered appropriations among programs within one department. The legal level of budgetary control is the department level. Budget and, actual comparisons by department for_the. individual funds are in the Combining and 'Individual Fund section. . Appropriations lapse at the.end of the fiscal year. The following schedule reconciles the amounts 'on the Combined Statement of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual - All Govemmental Funds to amounts on the Combined Statement of Revenue, Expenditures and Changes in Fund Balances - All Governmental 'basis): . Funds,.(GAAP Special+Revenue Fund Type Yir Reampni PC Even - ndifiurrae GAAP basis $5,114,358 $1,042,962 Pass- through costs collected and remitted as agent in Solid Waste Fund 1 i 1 16 ins Non -GAAP budgetary basis lr; ne rt Fund Equity The following funds had fund balance deficit s:af September 30, 2000: = orest Maintenance Special Revenue Fund $(104j, Oak Forest Debt .Service Fund ►, and the TLBD Improvement Capital Project Fund $(28,573). Is of Expenditures over Appropriations - Actual expenditures exceeded budgeted xiations in the following Special Revenue Funds: Fire Impact Fee Fund, the Solid : Fund, the TLB Maintenance Fund and the Oak Forest Maintenance .Fund. Actual ditures exceeded budgeted appropriat Ions -in the following Debt Service Funds: the Debt Service Fund and the Oak Forest Debt Service Fund and the following Capital is Funds: the 1997 Construction Fund and the TLBD Improvements Fund. CITY OF WINTER SPRINGS, FLORIDA NOTES TO FINANCIAL STAT hA NTS Cnntinuper September 30, 2000 :ash and Investments: ing are the components of the City's cash and investments at September 30, 2000: Unrnstrictad Rpetrletdd low i and cash equivalents $11,009,485 $4;294,517 $15,304,002 fitments 8-21117) 990 1.091.389 A 302 S19 220 d7.9i S5385899. P2d RnR 37d :its — At September 30, 2000, the carrying amount of the City's deposits was 15,827 and the bank balance was $10,487,710. ank balance was covered by federal depository insurance and by deposits held in banks 'e members of the State of Florida Collateral Pool. The Florida Collateral Pool is a e institution pool with the authority to assess member institutions in the event of any ral shortfall. For this reason, the City considers its deposits insured or collateralized. ments - Investment in all fund types are stated at fair value, which is the amount for an investment could be exchanged in a current transaction between willing parties, han in a forced. liquidation sale. Fair value Is based on quoted market prices. Changes `air value of investments are recognized as revenue and included in investment income. 4 Charter and bond resolutions authorize the City to invest in direct: obligations of or ions guaranteed by the Department of Treasury of the United States of America, ions of specific federal agencies of the United State of America, bonds, notes, or other ce of indebtedness issued by the Federal National Mortgage Association or Federal Loan Mortgage Corporation, secured repurchase agreements, bankers.' acceptance, market, commercial paper, certificates of deposit, and the Local Government Surplus Trust Fund. ty's investments are categorized to give an indication of the level of risk assumed by the September 30, 2000: tegory 1 includes investments that are insured or registered for which the securities are d by the City or its agent in the C'Ity's name. tegory�2 includes uninsured and unregistered investments for which the securities are d by a counterparty's trust department or agent in the City's name. tegory 3 includes uninsured and unregistered investments for which the securities are d by a counterparty, its trust department or agent, but not in the City's name. 23 CITY OF WINTER SPRINGS, FLORIDA NOTFS TO FINANf`IA QTe1 FAee�IT� r`nh4innnA September 30, 2000 3 - Cash and Investments (Continued): vestments (Continued Following is a summary of risk levels assumed by the City at September 30, 2000: Category a_ Carving s 0rnouot Repurchase agreements $ - $ U,'758,1'75 $. 4,758,175 U.S. Government securities 3,146,780 - 3,146,780 Corporate bonds nF s�o _ 1,053,780 Pension funds investing in S - commingled bond and stock funds 5 Jo = Accounts Receivable; following is an analysis of Accounts.Recevable: Proprietary Fiduciary Governmental Fund Fund Fund Tvues T PC TMs Special. Capital Pension General BMMOI a PrQWctc Fpta[urbt ; _F11nds ccountlowan '. fo- $31,981 $345,578 $i4�194: $1,074,175 $2,643 ass: allowance for uncoliectible accounts �- gRa- ----- MB 734 • Property Taxes: )ropeny is reassessed according to its fair value on the lien date, or January 1 of each Taxes are levied on October 1 of each year. Discounts are allowed for early payment at 'ate of 4% in the month of November, 3% in the month of December, 2% in the month of iary, and 1 % in the month of February. The taxes paid in March are without discount. All iid taxes. become delinquent on April 1 following the year in which they are assessed. On *ound May 31 following the tax year, certificates are sold for all delinquent taxes on real arty. CITY OF WINTER SPRINGS, FLORIDA A101FS TO FIIN ; .IAI. 4TAT M NTR - Crantllnupd September 30, 2000 -. Property Taxes (Continued): . �, County bills and collects property taxes and remits them to: the City.: City property tax snues are recognized when levied to the extent that they result in current receivables. .City i's`pei itted by the Municipal Finance Law of the State to levy taxes up to $10.00 per )00 of assessed valuation. The combined tax rate to finance general governmental vices• for theyear ended' September 30, 2000, was $3.5495 per 1,000 which means that City has a tax margin of 6.4505 per 1,000 and could raise up to $6,276,214 additional Derty taz revenue a year from the present assessed valuation of $972,981,000 before the t is. reached. - Property, Plant and Equipment: ing tfieliiscai year ended September 30, 2000, the following changes In general fixed ets occurred: Balance 1n_1.99 Addi inns nPlatinnc Balance 9 -30 =nn Land $ 5,796,396 $ - $ - . - $:5,796,396 ,Buildings 5,318,987 - 5,316,987 Fumiture.and . Equipment 21•240,132 450,717 49,429 2,641,420 Vehicles. 1,889,000 333,861 5,825 2,217,036 Stormwater system 5,640,702 - - 5,640,702 Pafk and recreation Facilities. 2,758,177 - - 2,758,177 Construction in Progress 1,869 2,691 ,228. 42Wd. &= a d75 P�ifi _ 95d 2,695-097 P77 fIRS A15 Construction in progress for general fixed assets as of September 30, 2000 consisted primarily of parks and recreational facilities. The sources of investment in general fixed assets areas follows: General fund $ 508,872 Special revenue funds 220,452 Capital projects funds 2,691,228 Prior year sources not available X3,645 CITY OF WINTER SPRINGS, FLORIDA September 30, 2000 )perty, Plant and Equipment (Continued): nponents of property, plant and equipment for the Proprietary Fund Types at )er 30, 2000, are as follows: Proprietary y system $34,603,164 :e building 637,546 :e furniture and equipment 793,769 Iles 688,142 J 4,409,062 struction in progress 105 23 41,236,955 accumulated depreciation (11 46A 9sm ision Plans: October 1, 1997, the City adopted a defined benefit plan and amended and restated !y Purchase Pension and Trust, integrating the two plans for purposes of providing i projected retirement benefits (referred to as a "floor - offset") that cover substantially ne employees of the City. These plans are maintained as pension trust funds and as part of the City's reporting entity. Neither plan issues a stand -alone financial floor- offset, the projected monthly benefit being provided to the participant under the 'urchase Pension Plan and Trust is compared to the anticipated projected monthly ising the defined benefit formula's minimum benefit, or 2% per year of service up to a n of 30 years, subject to certain dollar limitations depending on age at time of nt. If there are •Insufficient funds in the Money Purchase Pension Plan and Trust to :he minimum benefit, then the defined benefit plan will provide the difference between mum benefit and the projected monthly benefit provided by the Money Purchase Plan and Trust iary of Significant Accounting Policies: S of Accounting - The Plans' financial statements are prepared using the accrual Of accounting. Plan member contributions are recognized in the period in which the •ibutions are due. Employer contributions to each Plan are recognized when due and )mployer has made a formal commitment to provide the contributions. Benefits and ids are recognized when due and payable in accordance with the terms of each plan. 26 CITY OF WINTER SPRINGS, FLORIDA i�CiiES TO FINAN IAI STeTl:eneuL Nadi d September 30, 2000 Pension Plans (Continued): nmary of Significant Accounting Policies (Continued): ethod Used to Value Investments - Investments are reported at fair value. Short-term resfinents are reported at cost, which approximates fair value. Securities traded on a tional or International exchange are valued at the last reported salesz price at current change rates. Investments that do not have an established market are reported at timated fair value. iloyee 401(a) Pension Plan - tn Description - The City maintains a single employer, defined contribution plan �ney Purchase Pension Plan and Trust), which was adopted in August 1993, and ended and restated on October 1, 1997. This is a tax- qualified plan pursuant to -tion 401 (a) if the Internal Revenue Code and is administered by an outside party ing as agent for the City. refits are established by the Board.. of Trustees of the. Money Purchase' Pension Plan I Trust and may be amended by resolution of the City Commission. The Board of stees of this plan are appointed by the City Commission. Employees are eligible to icipate in the plan on 'the first day of the month immediately -following the date six iths after commencement of employment. r three continuous years of employment with the City, the amount credited to the Abution account of an employee shall vest according to the completed number of doyment yeam,,preceding the date of termination.. After three years of continuous doyment, a member is ,20 %. vested, increasing by 20% each year thereafter to a imum of`100 % ;. The plan permits withdrawals for retirement, termination and disability foes hot allow participants to borrow: against their accounts. ding Policy The City is obligated by the plan document to make a contribution rl to at least 4% of the annual compensation of each member of the plan. Additionally, the policy,of the City to fund pension costs in installments equally divided among the loyee pay periods. loyees contributed 2% of their gross pay to the plan. `.he year ended September 30, 2000, the City's contribution was $227,423 and nyee contributions were $124,745. 97 CITY OF WINTER SPRINGS, FLORIDA NOTES TO FINANf IA,1 STAT II ENTA r` ,,i�ri September 30, 2000 ' ension Plans (Continued): 'ned Qenefit Plan - an Descrlptlon — Effective October 1, 1997, employees of the City participate in a fined benefit, single - employer retirement plan (the "Defined Benefit Plan "), formed by reement between the City and Board of Trustees of the City of Winter Springs ("Board Trustees "). The Board of Trustees of this plan are appointed by the City Commission. City employees are eligible to participate in the plan on the first day of the month mediately following the date six months after commencement of employment. iployees who have reached the age of 65, or have reached the age of 55 and have mpleted at least 10 years of service are, entitled to a retirement benefit payable monthly life, equal to 2% of their average compensation multiplied by their years of service at a 65 up to a maximum of 30 years, subject to certain dollar limitations depending on e at time of retirement. Average compensation is the average of the three highest isecutive paid compensation periods, which is the 12 -month period ending on the last y of the plan year. Employees who have at least 25 years of credited service may also ct to retire prior to reaching age 55 and receive reduced retirement benefits. nefits are established by the Board of Trustees of the Defined Benefit Plan, and may be ended by resolution of the City Commission. The Defined Benefit Plan is administered an outside third party acting as agent for the City. Participants are credited with units of refit credit for hours of service worked in a plan year. Benefits fully vest upon reaching mal retirement age of 65, or upon separation of service resulting from death, disability eligibility for an early retirement pension. riding Policy — The City is obligated to contribute to the Defined Benefit Plan in ;ordance with actuarially determined contributions; them is no requirement for ployees to contribute to the Defined Benefit Plan. The City's actual contributions to the fined Benefit Plan for the year ended September 30, 2000 were $254,646 which was In ;ordance with the required contribution for the fiscal year as determined by the October 1998 actuarial valuation; no pension asset or liability exists at September 30, 2000. n forfeitures are used to reduce the City's contributions for future plan years. mbership in the Defined Benefit Plan consisted of the following at October 1, 1998, the e of the only actuarial valuation performed since inception of the plan on October 1, i7: Retirees and beneficiaries receiving benefits q Terminated plan members entitled to but not receiving benefits 9 Active plan members: Vested 202 Non - vested _ 3 2ia CITY OF WINTER SPRINGS, FLORIDA September 30, 2000 - Pension Plans (Continued): qua/ Pension Cost and Net Pension Obligation — The City has contributed the Annual juired Contribution (ARC) since inception of the plan on October 1, 1997, and thus has not or had need to report, a Net Pension Obligation (NPO). juired supplementary information is as follows: rfcSai year Annual Required ended Contribution (AR .l Percentage of ARC Contribution 9/30/00 $254,646 100% 9/30/99 298,000 100% 9/30/98 349,289 100 % SchPd nI . of Funding Pmgrrcc Valuation Date 4ctuarial value of plan assets nctohar 1, 19919 $ 354,453 4ctuarial accrued liability 1,772,673 Jnfunded actuarial liability 1,418,220 4ctuarial value of assets as a percentage of the actuarial accrued liability 20,0% 4nnual covered payroll 4,936,762 2atio of the unfunded actuarial liability to covered payroll 28.7% ?s to Required Supplementary Information — The information presented in the required )lementary schedules was determined as part of the actuarial valuation at the date sated. Additional information as of the latest (October 1, 1998) actuarial valuation follows: Assumptions: Investment Earnings Salary Increases - Inflation Postretirement Benefit Increases Mortality Table Actuarial Valuation: Frequency Cost Method Amortization Method Amortization Period Asset Valuation Method 8% 3% 0% 1983 Group Annuity Mortality Table Biennial Frozen Entry Age Level Percentage 40 Years Open Market Value CITY OF WINTER SPRINGS, FLORIDA NOTES TO FINANCIAL STAT M NTS . rnntimiAd September 30, 2000 - Deferred Compensation Plan: mployees of the City may voluntarily elect to participate in one of two available deferred pensation plans created in accordance with Internal Revenue Code Se' tior 457. The s are. administered by Public Employees Benefits Service Corporation (PEBSCO) and A Retirement Corporation. The plans permit particlpants to defer a portion of their ry until future years. The deferred compensation is not available to employees until iination, retirement, death, or unforeseeable emergency. ctive December 1, 1998, all assets in the deferred compefisation plan were transferred separate trust in accordance with section 1448 of the Small Business Jobs Protection of 1996. As a result, such amounts are not presented on the balance sheet at tember 30, 2000. Bonds and Notes Payable: nges in Genera! Long -Term Debt Following is a summary of changes in general long - debt for the year ended September 30, 2000: Balances October 1, 19A9 Improvement Refunding Revenue Bonds: Series 1993 $ 8,590,000 Series 1999 7,998;970 Improvement Revenue Bonds: Series 1997 470,000 Capital Improvement Balances September Additions Delatfonc in 2nnn $ - $ 45,000 $ 8,545,000 - 165,000 7,833,970 110,000 360,000 Revenue Notes - 1,619,500 - 1,619,500 Accrued Compensated Absences 680,994 155,223 - 836,217 Capital Lease Payable 122;3_12 - _25,274 97 038 Total P17 RR9 9781 774 P34ri �7d P19 91 79F, CITY OF WINTER SPRINGS, FLORIDA September 30, 2000 9 - Bonds and Notes Payable (Continued): nprovement Refunding Revenue Bonds and Improvement Revenue Bonds - The major •ovisions of the resolutions authorizing Improvement Refunding Revenue Bonds and 1provement Revenue Bonds are as follows: . Ir 1. Establishment and maintenance of various funds. The Debt Service Fund records ail the debt service requirements of the issue, and includes the sinking fund and reserve accounts. 2. Restriction on the use of cash in order of priority. a. Payment of current debt service requirements. b. Payment of reserve requirements up to the maximum of $888,121 for the Series 1993 bonds. c. Any remaining revenue can be used for any lawful purpose. 3. Early redemption. The bond resolutions provide for the City's optional early redemption of outstanding bonds at call rates varying from 100% to 102% of the instrument's face value plus accrued interest, depending on the call date. The redemption period began October 1, 1998 for the Series 1997 bonds, and will begin October 1, 2004 for the Series 1993 bonds and October 1, 2009 for the Series 1999 bonds. 4. Investment restrictions. Debt Service Fund and Excise Tax Fund monies may be invested in authorized investment securities which mature not later than the dates on which the monies on deposit will be needed for the purpose of such fund. Reserve Account monies may be invested in securities maturing not later than five years from the date of their deposit into the Reserve Account. - 5. Pledge of revenues. The bonds and related interest are payable solely from and collateralized by a lien on the Public Service Tax that the City is entitled to levy on certain utility sales and Franchise Fees levied by the City for a 30 -year electric franchise granted by the City in 1984. CITY OF WINTER SPRINGS, FLORIDA RIOT S TO FINAN IAl STAT�MFNTS Conflniiee September 30, 2000 Bonds and Notes Payable (Continued):' -ovement Refunding Revenue Bonds and Improvement 17evenue Bonds'= Improvement Refunding and Improvement" Revenue 'gonds' consisted of the following at ember 30, 2000. Principal Balance interest Outstanding Rates and Original at September I?ates maturitu Ammud 3n 2nnn ovement Refunding 3.90 % -5.5% 10/1/99" - tevenue Bonds — Series, 1993 (4/1 & 10/1) 10/1118 S OIlIl a say nn Irdinate Improvement 4.89% 10/1199 :evenue Bands — Series 1997 (4/1 & 10/1) 10/1/02 1. 575 an R �Fn nnn )vement Refunding 3.25 %-5.25% 10/1/10 - :evenue Bonds — Series. 1.999 (4/1. & 10/1) 10/1129 7 998 970 P 7 a fal Improvement Revenue Notes, Series 2000A and 2006B - In June 2000, the City d these notes to finance the acquisition of a data processing system, a medical transport le and the construction of the Oak Forest subdivision wail apital Improvement Revenue, Note, Series 2600A - payable in five inual principal and interest payments of $204,742_ through June 2005. terest is at 4.67% $ 896,238 apital Improvement Revenue Note, Series 2000B payable interest fly at 4.67% through ;tune 2004 and balloon principal payment with terest.due June 2005. 723 989 619 500 CITY OF WINTER SPRINGS, FLORIDA tEe rn FIN4NC M TS . Continued September 30, 2000 Bonds and Notes Payable (Continued); r and Sewer Refunding Revenue Bonds, and Water and Sewer Revenue Bonds - nalor provisions of the resolutions authorizing the Water and Sewer Refunding' Revenue s and Water and Sewer Revenue Bands areas follows: Establishment and maintenance of various funds: a, The Revenue Fund records all;gross revenues derived from operation, of the utility. b. The Debt Service Fund (including principal; interest:: and redemption accounts) records all monies to meet current debt service and reserve requirements. c. The Utility Renewal and Replacement Fund records monies for paying the cost of extensions, enlargements, additions or replacement of capital assets of the utility. Restrictions on the use of cash from operating revenue on order of priority. a. Transfer of developer agreement payments into a Developer Agreement Payments Account. b. Payment of current operating and maintenance expenses. c. Payment of current debt service and reserve requirements. d. Payments to Renewal and Replacern' Funds at 66e -twelfth of 5% of gross revenues received in the preceding fiscal year, until the amount on deposit equals or exceeds: Five percent of gross revenues of the preceding fiscal year attributable to the west utility plant. 1. Early redemption. Early redemption is provided for at a call rate varying from 100% to 102% of the face amount of the bonds. CITY OF WINTER SPRINGS, FLORIDA September 30, 2000 9 - Bonds and Notes Payable (Continued): 4. Investment restrictions. Water and Sewer Refunding Revenue Bonds, Series 1991: a. The Revenue Fund and the Debt Service Fund may invest in investment securities, which mature not later than the dates on which the monies on deposits therein will be needed for the purpose of such fund. b. The Renewal and Replacement Fund may invest in investment securities with no more than five years maturity. c. The Reserve Account of the Debt Service Fund may invest in investment securities, which mature no later than the last maturity date of the bonds. Water and Sewer Refunding Revenue Bonds, Series 1992 and Water and Sewer Subordinate Revenue Bonds, Series 1997: Monies in any fund or account may be invested in investment securities, which mature no later than dates on which the monies will be needed for the purpose of such fund or account. 5. Pledge of revenues. The bonds are payable solely from all collateralized by the next revenues of the system. Net revenues include all rates and charges received from customers, connection reservation fees and interest or investment Income, less costs for operation and maintenance of the systems. In addition, for the Water and Sewer Revenue Bonds, new revenues include amounts received under a certain 10 -year developer agreement. CITY OF WINTER SPRINGS, FLORIDA NOTES TO FINANCIAL STeTEMENTS - roiltiniPd September 30, 2000 onds and Notes Payable (Continued): ater and Sewer bonds consisted of the following at September 30, 2000: )riginal issue discount -- net amortization dinate Water and Sewer 5.81% 10/1/98 :venue Bonds -Series 1997 (4/1 & 10/1) 10/1107 3 0.000 2„540.000 Total $25 955.nnn 22,635,528 Less current portion (220 000) Long -term portion stion Under Utility Agreement - In connection with City's acquisition of the assets of ole Utility Company during fiscal year ended-September 30, 1990, the City entered into reement with the seller whereby the City is obligated to pay the seller for future ctions to the east utility plant, up to a maximum of $4,967,020 over a period of 15 years. ity has paid $2,064,574 for these connections through September 30, 2000. )tember 30, 2000, outstanding balances were as follows: timated accrual for remainder of obligation $346,000 ss current portion (-188 000) ng -term portion at September 30, 2000 Principal Balance Interest Outstanding nPCLr1 to inn Rates and J]atag Maturi Original at September Ammi t An 2non and Sewer Refunding 5.75 % -6.75% 10/1/98 - venue Bonds — Series 1991 (411 & 10/1) 1011/21 $ 6;915,000 $ 6,055,000 riginal issue discount — net amortization - (125,761; 6,915 000 $29.739 and Sewer Refunding 4.55 % - avenue Bonds — Series 1992 6.125% 10/1/98 - (411 &10/1) 4/1/20 16,015,000, 14,290,000 )riginal issue discount -- net amortization dinate Water and Sewer 5.81% 10/1/98 :venue Bonds -Series 1997 (4/1 & 10/1) 10/1107 3 0.000 2„540.000 Total $25 955.nnn 22,635,528 Less current portion (220 000) Long -term portion stion Under Utility Agreement - In connection with City's acquisition of the assets of ole Utility Company during fiscal year ended-September 30, 1990, the City entered into reement with the seller whereby the City is obligated to pay the seller for future ctions to the east utility plant, up to a maximum of $4,967,020 over a period of 15 years. ity has paid $2,064,574 for these connections through September 30, 2000. )tember 30, 2000, outstanding balances were as follows: timated accrual for remainder of obligation $346,000 ss current portion (-188 000) ng -term portion at September 30, 2000 CITY OF WINTER SPRINGS, FLORIDA NOTES TO FINANCIAL STAT M NTS . Cnntinuwtj September 30, 2000 • Bonds and Notes Payable (Continued): nual Requirements to Maturity - The annual debt. service requirements to amortize all ided debt of the City as of September 30, 2000 are as follows: :ar Ended 0 General Long Principal -TPrm Debt 10teres Enterprise Principal Fund Interest Total n ebtnrlce 2001 $ 360,000 $ 654,635 $ 795,000 $ 1,354,751 $ 3,164,386 2002 385,000 638,010 840,000 1,309,761 3,172,771 2003 415,000 .619,868 880,000 1,262,069 3,176,937 2004 445,000 597,560 925,000 1,211,683. 3,179,243 2005 470,000 576,703 985,000 1,157,167 3,188,870 306 -2010 2,840,000 2,525,757 5,000,000 4,894,119 15,259,876 311 -2015 4,035,000 1,657,581 5,290,000 3,409,710 14,392,291 316 -2020 4,707,880 2,166,111 7,200,000 1,486,097 15,560,088 321 -2025 1,759,998 4,677,344 970,000 33,750 7,441,092 326 -2030 1-321092 1F 733 97 4,074,364 - - 5,395-458 $1R 1R7933 77 RR5 nn 1R 11A 1n7 373 931 n1n lowing is the maturity schedule of principal payments due on the Capital Improvement venue Notes payable: Year Ended 2001 SP pt 30 $ 164,632 2002 170,576 2003 178,542 2004 186;880 2005 918,870 1 619 5n CITY OF WINTER SPRINGS, FLORIDA NOTES TO FINANCIAI 4TATFMFNTS rnntimrcA September 30, 2000 1- Lease Obligations: lita/ Leases - The City has entered into a lease agreement as lessee for financing the jisition of a medical transport vehicle. This lease agreement qualifies, as a capital lease accounting purposes and, therefore, has been recorded at the present value of the future mum lease payments as of the date of their inception in the General Fixed Asset Account jp• pment under capital leases recorded in the General Fixed Asset Account Group at :ember 30, 2000 consists of the following: Medical Transport Vehicle $134,568 service payments on equipment capitalized in the General Fixed Asset Group are 'ded as expenditures in the Medical Transport Special Revenue Fund. following is a schedule by years, of future minimum., lease payments under the capital together with the present value of the net minimum lease payments as of September Year Ending SARWM 2001 $30,056 2002 30,056 2003 30,058 2004 5-098 Total Minimum Lease Payments - 105,196 Less, Amount Representing Interest (7 158) Present Value of Net Minimum Lease Payments CITY OF WINTER SPRINGS, FLORIDA NOTER TO FINANIPIAI Qr.-1 F. rq (`ontm �Pd September 30, 2000 1 - interfund Receivables and Payables: following schedule as. of September 30, 2000, represents interfund receivables and abler �[j r��p Mterfund Interfond Re epo v ahips paw General Fund Special Revenue Funds: Police Education Fund Streetiighting Fund Solid Waste Fund Stormwater Utility Fund Public Service Tax Fund Excise Tax Fund Electric Franchise Fund Medical Transport Fund TLBD Maintenance Fund Oak Forest Maintenance Fund Debt Service Funds: Oak Forestbebt Service Fund Capital Project Funds: 1997 Construction Fund. 1999 Construction Fund Information System Project Fund TLBD Improvement Fund Oak Forest Capital Fund Enterprise Fund - Risk Management: $2,196,169 $1;265,865 17,152 _ 2,436 _ 632,989 109,180 403,567 301,896 893,564 1,053,596 _ 1 1 58 226,866 19,317 _ - 104 104 77 - 36,689 636,643 _ - 376,062 208 111,063 604' 6m 1 4Q $554116a r,d11 j :ity is exposed to various risks of loss related to torts; theft of, damage to and destruction sets; errors and omissions; job- related illnesses or injuries to employees; and natural tern. Risk of loss from the above is transferred by the City to various commercial insurers gh the purchase of insurance.1 There has been no significant reduction in insurance 'age from the previous year. There have been no settlements in excess of insurance age in any of the prior three fiscal years. CITY OF WINTER SPRINGS, FLORIDA September 30, 200 tributed Capital: J capital recorded in the Enterprise Fund at September 30, 2000 includes ,ns in Aid of Construction (CIAC) and utility system equipment donated by and developers. CIAC represents advances made. to the west utility plant by its and developers prior to its acquisition by the City on October 6, 1984. The City contributed capital equipment donated by developers upon physical connection to and sewer system. Changes to contributed capital during the year ended 30, 2000 were as follows: -e at September 30, 1999 $7,897,656 merit donated by developers for Water and Sewer connections =1, 747 :e at September 30, 2000 Mary Disclosure of Significant Contingencies: kmounts received or receivable from grantor agencies are subject to. audit and by grantor agencies. If any expenditures are disallowed as a result of these claims for reimbursement to the grantor agency would become a liability of the City. :)n of management, any such adjustments would not be significant. During the ordinary course of its operations, the City is a party to various claims, is, and complaints. In the opinion of the City's management and legal counsel, :rs are not anticipated to have a material financial impact on the City. mitments: )er 30, 2000, the City had entered into contracts for construction in the amount of ;equent Events: of, 2000, the City issued $6,969,191 of Water and Sewer Refunding Revenue City issued bonds to provide funds for various construction and improvements to water and sewer system and to realize interest savings from refunding :ly 2.2 million in Subordinate Water and Sewer Revenue Bonds, Series 1997. The ire in 2030. The bonds are comprised of Current Interest Bonds and Capital i Bonds with interest rates that range from 5.50% - 5.98 %. The bonds were 3 achieve a level debt service. Combined debt service for the Water and Sewer , 1992 and 2000 is approximately $1,975,000 a year through 2030. Sober 1, 2000, the City's 401(a) plan discussed in Note 7 was terminated and used onal. benefits in the City's Defined Benefit Plan. APPENDIX B Specimen Municipal Bond Insurance Policy 0 [This page intentionally left blank] FINANCIAL GUARANTY INSURANCE POLICY MBIA Insurance Corporation Armonk, New York 10504 Policy No. [NUMBER] )oration (the "Insurer ), in consideration of the payment of the premium and subject to the terms of this policy, hereby evocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment or on behalf of the Issuer to [PAYING AGENT/TRUSTEE] or its successor (the "Paying Agent ") of an amount equal to (i) the the stated maturity or by any advancement of maturity pursuant to a mandatory sinking find payment) and interest on, the n is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the W by reason ofmandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such would have been due had there not been any such acceleration); and (n) the reimbursement of any such payment which is I from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable er within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (r) and (n) of the preceding sentence in collectively as the "Insured Amounts." "Obligations" shall mean: [PAR] [LEGAL NAME OF ISSUE] )me or telegraphic notice, such notice subsequently confirnned in writing by registered or certified mail, or upon receipt of written xrtified mail, by the Ram from the Paying Agent or any owner of an Obligation the payment ofan Insured Amount for which is nred payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of chever is later, will make a deposit of fiords, in an account with State Sheet Bank and Trust Company, N.A., in New York, New xi icient for the payment of any such Insured Amounts which are then`due.` Upon presentment and surrender of such Obligations other proof of ownership of the Obligations, together with any appropriate instr rnents of assignment to evidence the assignment s due on the Obligations as are paid by the Insurer, and appropriate instnrnents to effect the appointment of the hl%m as agent for >Ggations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form reet Bank and Trust Company, N.A., State Street Bank and Trust Company, NA. shall disburse to such owners, or the Paying Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts erefor. This policy does not insue against loss of any prepayment premium which may at any time be payable with respect to any n "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the the Obligations. on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of nd binding. tillable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the I by this policy is not covered by the Florida Insurance Guaranty Association created under chapter 631, Florida Statutes. EOF, the Insurer has caused this policy to be executed in facsimile on its behalfby its duly authorized officers, this [DAY] day of MB cc Corporation nt President Arrest: Assistant Secretary s9' g c9' [This page intentionally left blank] APPENDIX C Summary of the Resolution SUMMARY OF THE RESOLUTION initions. When used in the Resolution, the following terms shall have the following meanings, ;ss the context clearly otherwise requires: "Act" shall mean Chapter 166, Part II, as amended, the Charter of the Issuer, tion 12, Article VII of the Florida Constitution, and other applicable provisions of law. "Ad Valorem Taxes: shall mean the limited direct annual tax levied on all taxable 3erty within the Issuer as provided in the Resolution. "Additional Bonds" shall mean the obligations issued at any time under the provisions ne Resolution on a parity with the Bonds. "Amortization Installment" shall mean the amount designated and established as an ortization Installment with respect to any Term Bonds by Supplemental Resolution. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Resolution. "Annual Debt Service" shall mean, at any time, the aggregate amount in the then ent Fiscal Year of (1) interest required to be paid on the Outstanding Bonds during such al Year, except, to the extent, that such interest is to be paid from deposits in the Debt lice Fund made from Bond proceeds, (2) principal of Outstanding Serial Bonds maturing in 1 Fiscal Year, and (3) the Amortization Installments coming due in such Fiscal Year. "Authorized Depository" shall mean the State Board of Administration of Florida or a c or trust company which is eligible under the laws of the State to receive funds of the er. "Authorized Investments" shall mean any of the following which shall be authorized i time to time by applicable laws of the State for deposit or purchase by the Issuer for the stment of proceeds of the Bonds and the Pledged Funds: (1) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Securities - "SLGS" ) (2) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities (3) Resolution Refunding Corp. (REFCORP) Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable. 1(509;1) SUMMARY OF TBE RESOLUTION nitions. When used in the Resolution, the following terms shall have the following meanings, ss the context clearly otherwise requires: "Act" shall mean Chapter 166, Part 11, as amended, the Charter of the Issuer, ion 12, Article VII of the Florida Constitution, and other applicable provisions of law. "Ad Valorem Taxes: shall mean the limited direct annual tax levied on all taxable erty within the Issuer as provided in the Resolution, "Additional Bonds" shall mean the obligations issued at any time under the provisions e Resolution on a parity with the Bonds. "Amortization Installment" shall mean the amount designated and established as an rtization Installment with respect to any Term Bonds by Supplemental Resolution. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of .esolution. "Annual Debt Service" shall mean, at any time, the aggregate amount in the then nt Fiscal Year of (1) interest required to be paid on the Outstanding Bonds during such I Year, except, to the extent, that such interest is to be paid from deposits in the Debt ce Fund made from Bond proceeds, (2) principal of Outstanding Serial Bonds maturing in Fiscal Year, and (3) the Amortization Installments coming due in such Fiscal Year. "Authorized Depository" shall mean the State Board of Administration of Florida or a or trust company which is eligible under the laws of the State to receive funds of the "Authorized Investments" shall mean any of the following which shall be authorized time to time by applicable laws of the State for deposit or purchase by the Issuer for the :merit of proceeds of the Bonds and the Pledged Funds: (1) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Securities - "SLGS ") (2) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities (3) Resolution Refunding Corp. ( REFCORP) Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable. 09;1) 4) Pre- refunded municipal bonds rated ' Aaa" by Moody's and "AAA" by S &P. 'If however, the issue is only rated by S &P (i.e.,.there is no Moody's rating), then the pre - refunded bonds must have been pre - refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre- refunded municipals to satisfy this condition. 5) Obligations issued by the following agencies which are backed by the full faith and credit of the, a. U.S. Export -Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership b. Farmers Home Administration (FmHA) Certificate of beneficial ownership C. Federal Financing Bank d. General Services Administration Participation certificates e. U.S. Maritime Administration Guaranteed.Title XI financing f. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds Units of Participation in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes. 'Authorized Issuer Officer" shall mean for the performance on the behalf of the Issuer ict of the Issuer or the execution of any instrument on behalf of the Issuer shall mean ;on authorized by resolution or certificate of the Issuer to perform such act or sign such fit. i} 2 "Bond Counsel shall meats Aker I , Senterfitt & Eidson,: P.A. and any other attorney v or firm of attorneys, of natioivally recognized standing in matters pertaining to the ii tax exemption of interest on obligations: issued by states and political subdivisions, and admitted to practice law before the highest court of any state of the United States of ica. "Bond Insurance Policy" shall mean the insurance policy or policies issued by an :r guaranteeing the scheduled payment of the principal of and interest on any portion of )nds when due. "Bond Referendum Election" shall mean the Bond referendum election of the qualified rs'residing in the City'of Wmter Spiings :P'londa`held on September 4, 2001 at which the ied electors voting in the Bond Referendum. Election approved the issuance of not sing $3,400,000.00 of Bonds payable from ad valorem taxes levied at a rate not to i one quarter (1/4) of one mill (25 mill) on all taxable property in the City of Winter ;s to acquire and construct the Project. "Bond Year" shall mean the annual period commencing each year on the day after the f the year on which the Bonds mature, whether or not Bonds of such Series mature in year or in the Bond. Year under consideration (except that the first Bond Year shall ence on the date of issuance of the Bonds), and ending on the next succeeding day of the ihich shall be such day, of the year on which the Bonds mature. Each Bond Year shall be sated with the number of the calendar year itrwhich such Bond Year ends. "Bondholder" or "Holder" or "holder" shall mean any Person who shall be the ,red owner of any Outstanding, Bond or Bonds according to the registration books of the "Bonds shall mean the . Limited . General Obligation Bonds; Series 2002 authorized mt to the Resolution. "Book Entry Form" or "Book Entry System" means, with respect to the Bonds, a form tern, as ,applicable; under which (1) the. ownership of beneficial interests in Bonds and ;rvice payments on Bonds may be transferred only through a book entry system and (2) al Bond certificates in fully registered form are registered only in the name of a itory or its nominee as Holder, with the physical Bond certificates "immobilized" in the y of the Depository. "Clerk" shall m..ean the. City Clerk of the `Issuer or such other person as may be duly ized by the Issuer to act on his or her behalf. "Code" shall mean the United States Internal Revenue Code of 1986, as the same may ;nded from time to time, and the regulations thereunder, whether proposed, temporary .11 promulgated by the Department of the Treasury, Internal Revenue Service, and all ,romulgations of said service pertaining thereto. 9;1) "Construction Fund" shall mean the Construction Fund established pursuant to the uion. "Continuing Disclosure Certificate" shall mean that certain certificate related to the to be executed by the Issuer prior to the time the Issuer delivers the Bonds to the writer or underwriters, as it may be amended from time to time in accordance with the thereof, whereby the Issuer undertakes to comply with the secondary disclosure ements of the Rule. "Cost" when used in connection with a Project, shall mean (1) the Issuer's cost of :al construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of nd interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost � indemnity and surety bonds and premiums for insurance during construction; (5) all st due to be paid on the Bonds and other obligations relating to the Project during the uction period of such Project and for a reasonable period thereafter; (6) engineering, and other consultant fees and expenses; (7) costs and expenses incidental to the issuance Bonds including bond insurance premium, rating agency fees and the fees and expenses auditors, Paying Agent, Registrar, Credit Bank or Depository; (8) payments, when due her at the maturity of principal or the due date of interest or upon redemption) on any :edness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of very or equipment required by the Issuer for the commencement of operation of such ;t; and (10) any other costs properly attributable to the issuance of the Bonds, and such uction or acquisition, as determined by generally accepted accounting principles and may le reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer. supplemental Resolution may provide for additional items to be included in the aforesaid "Credit Bank" shall mean as to the Bonds, the Person (other than an Insurer) providing er of credit, a line of credit or another credit or liquidity enhancement facility, as fated in the Supplemental Resolution providing for the issuance of such Bonds. "Credit Facility" shall mean as to the Bonds, a letter of credit, a line of credit or -r credit or liquidity enhancement facility (other than an insurance policy issued by an ;r), as approved in the Supplemental Resolution providing for the issuance of such Bonds. "Debt Service Fund" shall mean the Debt Service Fund established pursuant to the ution. "Debt Service Requirement" for any Bond Year shall mean the sum of: (1) The aggregate amount required to pay the interest becoming due on the Bonds, g such Bond Year, except to the extent that such interest shall have been provided by ents into the Debt Service Fund out of Bond proceeds or other sources for a specified I of time. (2) The aggregate amount required to pay the principal becoming due on the Bonds, 509;1} h Bond Year. For purposes of this definition: (a) the stated maturity date of any Term shall be disregarded and the principal of such Term Bonds shall be deemed to be due in ad Years and in the amounts of the Amortization Installments applicable to such Term and (b) the principal amount of any single maturity of Term Bonds for which the Issuer .and established no Amortization Installments shall be deemed to be due in the Bond utd in, amounts as shall provide for the amortization of such "principal amount over equal to the number of years such Term Bonds shall be Outstanding to such maturity equal annual installments of combined principal and interest; provided,' however, that if ter has employed a Credit Facility in connection with any such Term Bonds having no nation Installments the amortization of such Term Bonds shall be deemed. to correspond pplicable terms of such Credit Facility. "Depository" means any securities depository that is a "clearing,corporation" within the g of the New York Uniform Commercial Code and a "clearing agency" registered it to the provisions of Section 17A of the Securities Exchange,Act of 1934" operating intaining, with its participants or otherwise, a Book Entry System to record ownership ficial interests in Bonds, and to effect transfers of Bonds, in Book Entry Form, and > and means initially The Depository Trust Company (a limited purpose trust company), )rk, New York. "Federal Securities" shall mean 1) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Securities - "SLGS 2) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities; and 3) Resolution Refunding Corp. (REFCORP) Only the interest component of REFCORP strips which have been stripped:by request to the Federal Reserve Bank of New York in book entry form are acceptable. Fiscal Year" shall mean the period commencing on October , i of each year and ag through the next succeeding September 30, or such other period. as may be ad by law. Governing Body" shall mean the City Commission of the Issuer or its successor in Insurer" or "Bond Insurer" shall mean MBIA Insurance Corporation and any such .s shall be in the business of insuring or guaranteeing the payment of principal of and )n municipal securities. Interest Date" shall mean January 1 and July 1 of each year. Issuer" shall mean the City of Winter Springs, Florida. "Maximum Debt Service Requirement" shall mean, as of any particular date of tion, the greatest annual Debt Service Requirement for the Bonds for the then current or are Fiscal Year. "Mayor" shall mean the Mayor of the Issuer or such other person as may be duly zed by the Issuer to act on his or her behalf. "Moody's Investors Service" or "Moody's shall mean Moody's Investors Service, Inc., ionally recognized securities. rating firm, and any s cessor or successors thereto; and if arporation shall be dissolved or liquidated or, shall no longer perform securities rating ns, shall mean any other nationally recognized, securities rating firm: designated by the and approved by the Insurer and /or the CreditBank,,as applicable. "Outstanding" shall mean all Bonds theretofore and thereupon being authenticated and ed, except (1) any Bond in lieu of which another Bond or other Bonds have.been issued to agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by lder thereof in exchange for another.Bond or other Bonds under Section 2.6 and Section eof, (3) Bonds deemed to have been paid pursuant. to Section 8.1. hereof, and (4) Bonds ed after purchase in the open market or because of payment at or redemption prior to Y. "Paying Agent" shall mean any paying agent for the Bonds appointed by or pursuant to mental Resolution and its successors or assigns, and any other Person which may at any substituted in its place pursuant to Supplemental Resolution. "Person" shall mean an individual, a corporation, a partnership, an association, a joint ompany, a trust, any unincorporated organization or governmental entity. "Pledged Funds" shall mean the Ad Valorem Taxes and, until applied in accordance with ovisions of the Resolution, the proceeds of the Bonds and all moneys, including nents thereof, in the Debt Service Fund. "Project" shall mean the acquisition of approximately 27 acres of land adjacent to Central Park and the construction of soccer, football, baseball and other recreational facilities all -oved in the Bond Referendum Election. "Rebate Fund" shall mean the Rebate Fund established pursuant to the Resolution. "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal t or portion thereof, plus the applicable premium, if any, payable upon redemption thereof nt to such Bond or Supplemental Resolution. "Registrar" shall mean any registrar for the Bonds appointed by or pursuant to ;mental Resolution and its successors and assigns, and any other Person which may at any substituted in its place pursuant to Supplemental Resolution. 09;1 ) 6 "Resolution" shall mean Resolution. W 2001 -48 of the Issuer, as the same may from time be amended, modified or supplemented by any and all Supplemental Resolutions. 'Rule" shall mean Rule 15c2 -12 of the United States Securities and Exchange ;sion, as amended. 'Serial Bonds" shall mean all of the Bonds other than the Term Bonds. 'Series" shall mean all the Bonds delivered on original issuance in a simultaneous ion and identified pursuant to the Resolution or in a Supplemental Resolution ing the issuance by the Issuer. of such Bonds as a separate Series, regardless of is in maturity, interest rate, Amortization Installments or other provisions. Standard & Poor's" or "S &P" shall mean Standard & Poor's, a division of The r -Hill Companies, the nationally recognized securities rating firm, and any successor .essors thereto; and'-if such corporation shall be dissolved or liquidated or shall no perform securities rating functions,,, shall. mean any other nationally recognized s rating firm designated by the Issuer and approved by the Insurer and/or the Credit applicable. State" shall mean the State of Florida. Supplemental Resolution" shall mean any resolution, of the Issuer amending or rating the Resolution, adopted and becoming effective; prior to the issuance of the in accordance with the terms of the Resolution. Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby Supplemental Resolution and which are , subject to mandatory redemption by ition Installments. he terms "herein, " "hereunder, " "hereby, "hereto "hereof, " and any similar terms, ;r to the Resolution; the term "heretofore" shall mean before the date of adoption of )lution; and the term "hereafter" shall mean after 'the date of adoption of the M. fords importing the singular number include the plural number, and vice versa. esolution to Constitute Contract. consideration of the purchase and: acceptance of,any or all of the Bonds by those who I the same from time to time, the provisions of the Resolution shall be deemed to be constitute a contract between the Issuer and the Holders from time to time of the d shall be a part of the contract of the Issuer with any Credit Bank and any Insurer. ge made in the Resolution and the provisions, covenants and agreements set forth be performed by or on behalf of the Issuer shall be for the equal benefit, protection pity of the Holders of any and all of the Bonds and for the benefit, protection and 7 of any Credit Bank and any Insurer. All of the Bonds, regardless of the time or times issuance or maturity, shall be of equal rank without preference, priority or distinction of the Bonds over any other thereof except as expressly provided in or pursuant to the ion. Selection of Bonds to be Redeemed. The Bonds shall be .redeemed only in the principal amount of $5,000 each. and integral es.ahereof.. The Issuer shall, at least forty :(40). days prior to any optional redemption aless a shorter -time period shall be-,satisfactory to the Registrar) notify the Registrar of demption date and of the principal .amount of Bonds to be redeemed. For. purposes, of tional redemption of less than all of 'the Outstanding Bonds of a single maturity; the lar Bonds or portions of. Bonds to be, redeemed shall be selected not more than thirty- [) days prior to the redemption date by the Registrar from the Outstanding Bonds of the y or maturities designated by the Issuer by lot and which may provide for the.selection emption of Bonds or portions of Bonds in principal amounts of $5,000 and integral es thereof.' " If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the ar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption the case of any Bond selected for partial redemption, the principal amount thereof to be .ed. Pledee of A& Valorem Taxes. The faith, credit and taxing power of the Issuer shall be and is pledged pursuant to the tion for the full and prompt payment of the principal of,' redemption premium, if any, erest on the Bonds provided, that such pledge is a limited obligation of the Issuer which of exceed an amount which equals one quarter (1/4) of one mill of Ad Valorem Taxes. A annual tax not in excess of an amount which equals one quarter (114) of one mill shall ed upon all taxable property within ,the `Issuer to make such payments. Provision shall be :d and made in the annual budget and tax levy for the levy of such Ad Valorem Taxes. ver the Issuer shall, in any year, have irrevocably deposited in the Debt Service Fund Bonds any moneys derived from sources other than the aforementioned property tax, •operty tax may be correspondingly diminished; but any such diminution must leave 1e an amount of such taxes, after allowance for anticipated delinquencies in collection, ufficient, with such moneys so deposited from other sources, to assure the prompt nt of the principal of, re'demption'preinium, if any, and interest on the Bonds falling due 5 the time that the proceeds of the next annual "property tax levy will be available. Such lorem Taxes shall be levied and collected at the same time, and in the same manner, as id valorem taxes of the 'Issuer are assessed, levied and collected. The Issuer hereby :ably pledges such Ad Valorem Taxes to the payment of the Bonds. )9a} Pledged Funds shall be subject to the lien of such pledge immediately upon the ad delivery of the Bonds, without any physical delivery by the Issuer of the Pledged further act, and the lien of this pledge shall be valid and binding as against all parties ms of any kind against the Issuer, in tort, contract or otherwise. urity for Bonds payment of the principal of or Redemption Price, if applicable, and interest on the .1 be secured forthwith equally and ratably by a pledge of and lien upon the Pledged ivided, however, a Series of Bonds may be further secured by a Credit Facility or a rance Policy not applicable to any one or more other Series of Bonds, as shall be y Supplemental Resolution, in addition to the security provided in the Resolution. pursuant to the Resolution irrevocably pledges the Pledged Funds to the payment of al of or Redemption Price, if applicable, and interest on the Bonds. w of Funds. Debt Service Fund. The Issuer covenants and agrees to establish with a bank or any in the State of Florida, which is eligible under the laws of such State to receive ie Issuer, as either a separate fund or consolidated bank account maintained in the ivided in the Resolution, the Debt Service Fund. Disposition of Ad Valorem Taxes. All Ad Valorem Taxes levied and collected I in the Resolution shall be deposited as received in the Debt Service Fund, ieys in the Debt Service Fund shall be disbursed for (i) the payment of the interest 3s as such interest falls due, (ii) the payment of the principal of the Serial Bonds at ,tive maturities, (iii) the payment of the Amortization Installments of the Term to same shall become due, and (iv) the payment of the necessary charges for paying for services relating to the investment of funds established under the Resolution or the Rebate Fund. After making all deposits required by clauses (i) through (iv) ich Fiscal Year, the Issuer may use any moneys derived from said Ad Valorem cess of the amount necessary to pay said amounts for any lawful purpose. Issuer, in its discretion, may use moneys in the Debt Service Fund to purchase or ids coming due on the next principal payment date, provided such purchase or does not adversely affect the Issuer's ability to pay the principal or interest coming principal payment date on the Bonds not so purchased or redeemed. east three (3) business days prior to the date established for payment of any or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall om the Debt Service Fund sufficient moneys to pay such principal or Redemption Aicable, or interest and deposit such moneys with the Paying Agent for the Bonds nvestments. 'he Construction Fund and the Debt Service I~und `shall'be continuously secured `in the by which the deposit of public funds are authorized to be secured by the laws of the Moneys on deposit in the Construction Fund and the Debt Service Fund, may, be and reinvested in Authorized Investments maturing not later than the date on which eys therein will be needed. any and all income received by-the Issuer from the , investment of moneys in the tion Fund, the Rebate Fund and the to the .Debt Service Fund shall be retained in such ie fund or account unless otherwise required by applicable law. ill investments shall be valued at cost. Nothing contained in the Resolutibn `shall any Authorized Investments acquired as investments dor security for funds held under elution from being issued or held in book -entry form on the books of the Department of sury of the United States. ;enarate Accounts. Che moneys required to be accounted for in each of the foregoing' funds an& accounts Led herein may be deposited in a single bank account, `and' funds allocated to ` the funds and accounts established herein rimy be invested in a common investment pool i that adequate accounting records are maintained to reflect and control the restricted in of the moneys on deposit therein and such investments for the various purposes of ids and accounts as herein provided. [he designation and establishment of the various funds and accounts in and by the on shall not be construed to require the establishment of any completely independent, acing funds as such term is commonly defined and used in governmental accounting, Let is intended solely to constitute an earmarking of certain revenues' for certain s and to establish certain priorities for application of such revenues as provided in the on. sio Impairment. Che pledging of the Ad Valorem Taxes in the manner provided in the Resolution shall ;ubject to repeal, modification or impairment by any subsequent ordinance, resolution proceedings of the Governing Body of the Issuer. 3ntitlement to Pledged Ad Valorem Taxes. Che Issuer will take all lawful action necessary or required to continue to entitle the o receive the Ad Valorem Taxes pledged in the Resolution and will take no action sill impair or adversely affect its receipt of said Ad Valorem Taxes. J) 10 Vents of Default. Che following events shall each constitute an "Event of Default ": A) Default shall be made in the payment of the principal of, Amortization ent, redemption premium or interest on any Bond when due. B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the f a voluntary petition in bankruptcy, or the commission by the Issuer of any act of tcy, or adjudication of the Issuer as a bankrupt or assignment by the Issuer ' °for the if its creditors, or appointmentIof a receiver for the Issuer, "or the entry by the Issuer agreement of composition with its creditors, or the approval by a court of competent ion of a petition applicable to the Issuer in any proceeding for its reorganization 3 under the provisions of the Federal Bankruptcy Act, as amended, or under. any Let in any jurisdiction,which may now be in effect or hereafter enacted. C) The Issuer shall default in the due and punctual performance of any other of the ts, conditions, agreements and provisions contained in the Bonds or in the Resolution art of the Issuer to be performed, and such default shall continue for a period of thirty s after, written notice of such default shall have been received from any Insurer or the of,not.loss than;twenty -five pezcent (25 %) of the aggregate principal amount of Bonds ling or Any Credit Bank. Such thirty (30) day period may be extended with the prior :onsent of the Insurer(s). : emedies. Lny, Holder of Bonds issued under the provisions of the Resolution or any trustee or acting for such Bondholders may either at_law or in equity, by suit, action, mandamus proceedings in any court of competent jurisdiction; protect and enforce any and all der the laws of the State, or granted and contained in the Resolution, and may enforce . ipel the performance of all duties required by the Resolution or by any applicable o be performed by the Issuer or by any officer thereof. i determining whether there has been a payment default in regard to the Bonds no all be given to payments made under the Bond Insurance Policy. Any acceleration of s due on the Bonds shall be subject to the prior written consent of the Bond Insurer if t failed to comply with its payment obligations under, the Bond Insurance Policy. 'ontrol by Insurer or Credit Bank. fotwithstanding any of the provisions of the Resolution, upon the occurrence and ace of an Event of Default, each Insurer or Credit Bank, if such Insurer or Credit L11 have honored all of its commitments under its Bond insurance Policy or its Credit as the case may be, shall be deemed the sole holder of Bonds enhanced by it and shall A to direct and control the enforcement of all rights and remedies with respect to the insures or for which such Credit Facility is provided. The maturity of Bonds insured 11 trer shall not be accelerated without the consent of such Insurer. The right of an Credit Bank to direct and control the enforcement of all rights and remedies shall )licable if the Bond Insurance Policy or the Credit Facility is not in effect or the Credit Bank provides written notice that it waives such right. The rights granted to under the Resolution or any other related document to request, consent to or direct are rights granted to the Insurer(s) in consideration of its issuance of its Bond Policy. Any exercise by an Insurer of such rights is merely an exercise of such ;ontractual rights and shall not be construed or deemed to be taken for the benefit or of the Bondholders nor does such action evidence any position of the Insurer, negative, as to whether Bondholder consent is required in addition to consent of the feasance. he Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders ids the principal or Redemption Price, if applicable, and interest due or to become in, at the times and in the manner stipulated therein and in the Resolution, then the the Pledged Funds and any additional security pledged hereunder, and all covenants, s and other obligations of the Issuer to the Bondholders, shall thereupon cease, and become void and be discharged and satisfied. In such event, the Paying Agents over or deliver to the Issuer all money or securities held by them pursuant to the i which are not required for the payment or redemption of Bonds not theretofore A for such payment or redemption. Personal Liability. representation, statement, covenant, warranty, stipulation, obligation or agreement in the Resolution, or contained in the Bonds, or in any certificate or other instrument ;sited on behalf of the Issuer in connection with the issuance of the Bonds, shall be o be a representation, statement, covenant, warranty, stipulation, obligation or of any member of the Governing Body, officer, employee or agent of the Issuer in individual capacity, and none of the foregoing persons nor any officer of the Issuer the Bonds, or any certificate or other instrument to be executed in connection with ice of the Bonds, shall be liable personally thereon or be subject to any personal r accountability by reason of the execution or delivery thereof. Third Party Beneficiaries. :cept such other Persons as may be expressly described in the Resolution or in the )thing in the Resolution, or in the Bonds, expressed or implied, is intended or shall be to confer upon any Person other than the Issuer, the Holders and any Insurer any nedy or claim, legal or equitable, under and by reason of the Resolution or any thereof, or of the Bonds, all provisions thereof and in the Resolution being intended being for the sole and exclusive benefit of the Issuer, the Persons who shall from ne be the Holders and any Insurer. 12 APPENDIX D Form of Bond Counsel's Opinion [This page intentionally left blank] Upon delivery of the Series 2002 Bonds in definitive form, Akerman, Senterfitt & Eidson, P.A., Bond Counsel, proposes to render its opinion with respect to such Series 2002 Bonds in substantially the following form: (Date of Delivery) ommission f Winter Springs, Florida CITY OF WINTER SPRINGS, FLORIDA LIMITED GENERAL OBLIGATION BONDS, SERIES 2002 and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the City of Winter s, Florida (the "Issuer ") of its $ Limited General Obligation Bonds, ?002 (the "Series 2002 Bonds "), pursuant to the Constitution and laws of the State of Florida, ng particularly Article VII § 12 of the Constitution of the State of Florida, Chapter 166, Part II, . Statutes, the City Charter and other applicable provisions of law (collectively the "Act "), and Lion No. 2001 -48 of the Issuer, as supplemented (collectively the "Resolution "). Any zed undefined terms used herein shall have the same meaning as such term has under the [ion. As to questions of fact material to our opinion, we have relied upon representations of the ontained in the Resolution and in the certified proceedings and other certifications of public s furnished to us, without undertaking to verify the same by independent investigation. Reference is made to the opinion of even date herewith of Anthony A. Garganese, Esq. of Ward, Salzman & Weiss, P.A., Counsel to the Issuer, on which we have solely relied, as to e creation and valid existence of the Issuer, the due adoption of the Resolution and the due on of the resolution of the Issuer authorizing the Bond Referendum Election. In addition to the foregoing, we have examined and relied upon such other agreements, sates, documents, representations and opinions submitted to us, including certifications and entation of public officials and other officers and representatives of the various parties pating in this transaction, as we have deemed relevant and necessary in connection with the ns expressed below. We have not undertaken an independent audit, examination, investigation Section of the matters described or contained in such agreements, certificates, documents, entations and opinions submitted to us and have relied solely on the facts, estimates and istances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of the signatures on cuments and instruments, the authenticity of documents submitted as originals and the -mity to originals of documents submitted as copies. The scope of our engagement in relation to the issuance of the Series 2002 Bonds has been d solely to the examination of facts and law incident to rendering the opinions expressed L. This opinion should not be construed as offering material or an offering circular, prospectus icial statement and is not intended in any way to be a disclosure statement used in connection he sale or delivery of the Series 2002 Bonds. Furthermore, we are not passing on the accuracy ficiency of any CUSIP numbers appearing on the Series 2002 Bonds. In addition, we have not - ngaged to and, therefore, do not express any opinion as to the compliance by the Issuer with deral or state statute, regulation or ruling with respect to the sale and distribution of the Series Bonds. The Series 2002 Bonds are limited obligations of the City. The principal of, redemption .um, if any, and interest on the Series 2002 Bonds are payable from and secured by a limited e of the faith, credit and taxing power of the City, provided that the amount of the levy, in each shall not exceed one quarter of one mill.on all of the taxable property in the City. Pursuant to ,solution, but subject to the foregoing limitation, the City is obligated to levy ad valorem taxes taxable property in the City, in each year, at a rate as shall be necessary to provide for the pt payment of all principal of, redemption premiums, if any, and interest on the Series 2002 s. The Series 2002 Bonds are not a debt, liability or obligation of the State of Florida or any cal subdivision thereof (except for the City, to the limited extent described above) and neither .ith and credit nor the taxing . power of the State of Florida or any political subdivision thereof pt for the City, to the limited extent described above) are pledged to the payment of the ipal of the Series 2002 Bonds or any interest or redemption premiums thereon. The opinions set forth below are expressly limited to, and we opine only with respect to, the of the State of Florida and the federal income tax laws of the United States of America. Based upon the foregoing, we are of the opinion that: as7;1 I . The Issuer has been duly created and validly exists as a municipal corporation of the to of Florida. 2. The Resolution has been duly adopted by the Issuer and constitutes a valid and ding obligation of the Issuer and is enforceable in accordance with its terms. 3. The Series 2002 Bonds have been duly authorized, executed and delivered by the .ier and are valid and binding obligations of the Issuer, payable solely from the'sources provided refor in the Resolution. 4. The interest on the Series 2002 Bonds is excludable from gross income for federal ome tax purposes and is not treated as an item of tax preference for purposes of the federal ;mative minimum tax imposed on individuals and corporations; however, it should be noted that the purpose of computing the alternative minimum tax imposed on corporations (as defined for eral income tax purposes), such interest is taken into account in determining adjusted current pings. The opinions set forth iii the immediately preceding sentence are subject to the condition t the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code "), that must be met or satisfied in order that interest thereon or continue to be, excludable from gross income for federal income tax purposes. The Issuer has enanted to comply with each such requirement. Failure of the Issuer to comply with any of such airements may cause the inclusion of interest on the Series 2002 Bonds in gross income for :rat income tax purposes retroactive to the date of issuance of the Series 2002 Bonds. Other visions of the Code may give rise to adverse federal income tax consequences to particular 3ers of the Series 2002 Bonds. The scope of this opinion is limited to the matters addressed above we express no opinion regarding other federal tax consequences arising with respect to the Series 2 Bonds. 5. The Series 2002 Bonds and the interest thereon are exempt from all present intangible ;onal property taxes imposed pursuant to Chapter 199, Florida Statutes. It is to be understood that the rights of the owners of Series 2002 Bonds and the >rceability of the Series 2002 Bonds and the Resolution may be subject to bankruptcy, dvency, reorganization, moratorium and other similar laws affecting creditors' rights and laws equitable principles that may affect remedies or injunctive or other equitable relief, and to the -cise of judicial discretion in appropriate cases. Our opinions expressed herein are predicated upon present law, (and interpretations thereof) s and circumstances, and we assume no affirmative obligation to update the opinions expressed in if such laws (and interpretations thereof), facts or circumstances change after the date hereof. Very truly yours, AKERMAN, SENTERFITT & EIDSON, P.A. I457:I APPENDIX E Form of Continuing Disclosure Certificate [This page intentionally left blank] CONTINUING DISCLOSURE CERTIFICATE THIS CONTINUING DISCLOSURE CERTIFICATE ( "Certificate ") is executed and red by THE CITY OF WINTER SPRINGS, FLORIDA (the "City" or the "Issuer "), in ;tion with the issuance of its $3,400,000 Limited General Obligation Bonds, Series 2002 (the > 2002 Bonds"), WITNESSETH: WHEREAS, the Series 2002 Bonds are being issued pursuant to Resolution No. 2001 -48 of y as supplemented (collectively, the 'Resolution "); and WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the ad WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure NOW, THEREFORE, in consideration of the mutual agreements and covenants herein ed and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the City agree as follows: 1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated )y this reference. All capitalized terms not otherwise defined herein shall have the meaning i thereto in the Resolution. 2. Definitions "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 hereof. "Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2002 Bonds (including persons holding Series 2002 Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Series 2002 Bonds for federal income ax purposes. "Business Day" shall mean a day other than a Saturday, Sunday or a day on which the \Iew York Stock Exchange is closed. "Disclosure Rule" shall mean Rule 15c2- 12(b)(5) promulgated by the Securities and 71xchange Commission under the authority of the Securities Exchange Act of 1934, as the ;ame may be amended or officially interpreted by the Securities and Exchange Commission iom time to time. " Dissemination Agent" shall mean the City or any successor Dissemination Agent designated in writing by the City and which has filed with the City written acceptance of such designation. "Fiscal Year" shall mean the period commencing on October 1. and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law. "Listed Events" shall mean any of the events listed in Section 5(a) hereof. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Disclosure Rule.; Currently, the following are National Repositories: Bloomberg Municipal Repository 101 Business Park Drive Skillman, NJ 08558 Phone: (609) 279 -3225 Fax: (609)279 -5962 Email: Munis@Bloomberg.com FI Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: (212) 771 -6999 Fax: (212) 771 -7390 (Secondary Market Information) (212) 771 -7391 (Primary Market Information) Email: NRMSIR @FTID.com Standard & Poor's J.J. Kenny Repository ' 55 Water Street 45th Floor New York, NY 10041 Phone: (212) 438 -4595 Fax: (212) 438-3975 Email: nrmsir_ repository@sandp.com DPC Data, Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346 -0701 Fax: (201) 947-0107 Email: nrmsir @dpcdata.com "Obligated Person(s)" shall mean, with respect to the Series 2002 Bonds, those person(s), other than the bond insurer for the Series 2002 Bonds (the "Bond Insurer "), who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Series 2002 Bonds, which person is the City. "Participating Underwriter" shall mean the original underwriters of the Series 2002 Bonds that are required to comply with the Disclosure Rule in connection with the offering of such Series 2002 Bonds. "Repository" shall mean each National Repository and each State Repository. 1265;1 "State Repository" shall mean any public or private repository or entity designated by the State of Florida as a state repository for the purpose of the Disclosure Rule and recognized as such by the Securities and Exchange Commission. As of this date, no such designation has been made by the State of Florida. Provision of Annual Reports. (a) Not laterthan April 30 of each year commencing April 30,2002, the Cityshall e an Annual Report consistent with the requirements of Section 4 below to each Repository the Bond Insurer. The Annual Report may be submitted as a single document or as separate ents comprising a package; provided that the City's annual audited financial statements (the may be submitted separately from the balance of the Annual Report and later than the date d above for the filing of the Annual Report if they are not available by that date provided in ✓ent unaudited financial statements shall be delivered in a format similar to the audited al statements contained in the final Official Statement (hereinafter defined) for the Series onds together with the balance of the Annual Report. If the City's Fiscal Year changes, the all give notice of such change in the same manner as for a Listed Event under Section 5. (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the If the Issuer is unable to provide to the Repositories an Annual Report by the date required action (a), the Issuer shall send a notice to (i) each National Repository or the Municipal es Rulemaking Board, and (ii) the State Repository in substantially the form attached as A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual 2port the name and address of each National Repository and the State Repository, f any; and (ii) if the Dissemination Agent is other than the Issuer, file a report vith the Issuer certifying that the Annual Report has been provided pursuant to this )isclosure Certificate, stating the date it was provided and listing all the Repositories a which it was provided. Contents of Annual Report. The Annual Report shall contain or incorporate by the following: (a) The Audit for the immediately preceding Fiscal Year, prepared in accordance -rally accepted accounting principles applicable to operations of the City, as same may be from time to time by Florida statutory requirements and the governmental accounting promulgated by the Government Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report tired to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial ients in a format similar to the general purpose financial statements contained in the final al Statement dated , 2002 (the "Official Statement "), and the audited financial cents shall be filed in the same manner as the Annual Report when they become available; and (b) an update of the financial information and operating data contained in the al Statement in the following tables: 1. City ofWinter Springs, Florida, Property Tax Levies and Collections, Last Ten Fiscal Years 2. Winter Springs, Florida, Property Tax Rates, Direct and Overlapping Governments, Last Ten Fiscal Years 3. Winter Springs, Florida, Assessed and Estimated Value of Taxable Property, Net of Exemptions, Last Ten Fiscal Years 4. Winter Springs, Florida, Schedule of Ten Largest Taxpayers The information provided under Section 4(b) may be included by specific reference to other vents, including official statements of debt issues of the Issuer or related public entities, which been submitted to each of the Repositories or the Securities and Exchange Commission. If the nent included by reference is a final official statement, it must be available from the Municipal ities Rulemaking Board. The Issuer shall clearly identify each such other document so led by reference. Reporting of Listed Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to ven, notice of the occurrence of any of the following Listed Events with respect to the Series Bonds, if material: (i) Delinquency in payment when due of principal or interest on the Series 2002 Bonds; (ii) Non - payment related defaults; (iii) Amendment to the Resolution modifying the rights of the Holders of the Series 2002 Bonds; (iv) Optional, contingent or unscheduled prepayment of the Series 2002 Bonds; (v) Defeasance of the Series 2002 Bonds or any portion thereof, 265;1 (vi) Any change in any rating of the Series 2002 Bonds; (vii) Adverse tax opinions or events adversely affecting the tax - exempt status of the interest on the Series 2002 Bonds; (viii) Any unscheduled draw on any reserve account for the Series 2002 Bonds reflecting financial difficulties; (ix) Any unscheduled draw on the insurance policy issued by the Bond Issuer reflecting financial difficulties; (x) Anysubstitution of the Bond Insurer or any failure of the Bond Insurer to perform on its insurance policy; and (xi) The release, substitution, or sale of any property securing repayment of the Series 2002 Bonds or any portion thereof. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, shall, as soon as possible, determine if such event would be material under applicable ; ecurities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii), (viii), x) shall always be deemed to be material. (c) If the City has determined that knowledge of the occurrence of a Listed Event re material under applicable federal securities laws, the City shall promptly report the ice pursuant to subsection (d) below. (d) If the City determines that the Listed Event would be material under le federal securities laws, the City shall file a notice of such occurrence with the Municipal ;s Rulemaking Board or each National Repository and the State Repository, and send a copy D the Bond Insurer. Each such notice shall be captioned "Material Event Notice" and shall ntly state the date, title and CUSIP numbers of the Series 2002 Bonds to which it relates. Termination of Reportine Obligations. The obligations of the City hereunder shall upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series ids or upon the termination of the continuing disclosure requirements of the Disclosure Rule itive, judicial or administrative action. If such termination occurs prior to the final maturity ries 2002 Bonds, the City shall give notice of such termination in the same manner as for Event under Section 5(d). Dissemination Agent. The City may, from time to time, appoint or engage a .ation Agent other than itself to assist it in carrying out its obligations hereunder and may arge any such Dissemination Agent with or without appointing a successor Dissemination 8. Obligated Persons. The Obligated Person with respect to the Series 2002 Bonds shall City. 9. Default. In the event of a failure of the City or the Dissemination Agent to comply any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Series 2002 .s may take such actions as may be necessary and appropriate, including seeking mandate or fic performance by court order, to cause the City or the Dissemination Agent, as the case may comply with its obligations under this Certificate. Notwithstanding any other provision of the lution to the contrary, failure of the City or the Dissemination Agent to comply with the rements of this Certificate shall not be considered an event of default under the Resolution, and )le remedy under this Certificate in the event of any failure of the City or Dissemination Agent mply with the provisions of this Certificate shall be an action to compel performance. 10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and the - mination Agent may amend the provisions of this Certificate without consent of the Holders eneficial Owners of Series 2002 Bonds and any provision of this Certificate may be waived ided the undertaking, as amended or taking into account such waiver, would, in the opinion of orally recognized bond counsel, have complied with the requirements of the Disclosure Rule at me of the original issuance of the Series 2002 Bonds, after taking into account any amendments terpretations of the Disclosure Rule, as well as any change in circumstances. In the event of any amendment or waiver of a provision of this Certificate, the City shall ribe such amendment in the next Annual Report, and shall include, as applicable, a narrative anation of the reason for the amendment or waiver and its impact on the type (or, in the case of ange of accounting principles, on the presentation) of financial information or operating data g presented by the City. In addition, if the amendment relates to the accounting principles to be )wed in preparing financial statements: (i) notice of such change shall be given in the same ner as for a Listed Event under Section 5(d); and (ii) the Annual Report for the year in which change is made should present a comparison (in narrative form and also, if feasible, in atitative form) between the financial statements as prepared on the basis of the new accounting ciples and those prepared on the basis of the former accounting principles. 11. Additional Information. Nothing herein shall be deemed to prevent the City from eminating any other information, using the means of dissemination set forth in this Certificate ny other means of communication, or including any other information in any Annual Report or .ce of occurrence of a Listed Event, in addition to that which is required by this Certificate. If the chooses to include any information in an Annual Report or notice of occurrence of a Listed !nt in addition to that which is specifically required by this Certificate, the City shall have no igation to update such information or include it in any future Annual Report or notice of urrence of a Listed Event. 71265;1 12. P=ose of this Certificate. This Certificate constitutes the written undertaking for =fit of the Holders and Beneficial Owners of the Series 2002 Bonds required by n (b)(5)(i) of the Disclosure Rule. 13. Beneficiaries. The covenants contained herein shall inure solely to the benefit of the ie Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners me to time of the Series 2002 Bonds and shall create no rights in any other person or entity. 14. Governing Law. This Certificate shall be governed by the laws of the State of Florida deral law and venue shall be in Seminole County, Florida. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the day vary, 2002. CITY OF WINTER SPRINGS, FLORIDA By: IT Mayor EXHIBIT "A" NOTICE OF FAILURE TO FILE ANNUAL REPORT of Issuer: City of Winter Springs, Florida of Bond Issue: Limited General Obligation Bonds, Series 2002 (the "Series 2002 Bonds ") of Issuance: February _, 2002 [CE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate. The anticipates that the Annual Report will be filed by CITY OF WINTER SPRINGS, FLORIDA 1265;1