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HomeMy WebLinkAbout1993-081s INDIAN RIVER COUNTY, FLORIDA 1 RESOLUTION NO. 93 - B.L A RESOLUTION SPECIFYING CERTAIN TERMS AND PROVISIONS FOR THE $47,190,000 AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE BONDS, SERIES 1993A, AND THE $3,330,000 AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE BONDS, SERIES 1993B, OF INDIAN RIVER COUNTY, FLORIDA; APPROVING, ACCEPTING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT FOR THE AWARD AND SALE OF THE BONDS, AT PRIVATE SALE BY NEGOTIATION, TO THE PURCHASER THEREOF; AUTHORIZING THE PURCHASE OF MUNICIPAL BOND INSURANCE WITH RESPECT TO THE BONDS; APPOINTING A PAYING AGENT AND BOND REGISTRAR FOR THE BONDS; RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE MARKETING OF THE BONDS; PROVIDING FOR THE RETIREMENT OF THE RETIRED BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT IN CONNECTION WITH SAID RETIREMENTS; APPOINTING AN ESCROW AGENT; PROVIDING FOR CERTAIN OTHER MATTERS RELATING TO THE BONDS AND SAID RETIREMENTS; AUTHORIZING ALL OTHER NECESSARY, DESIRABLE AND/OR APPROPRIATE ACTIONS IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF THE BONDS AND SAID RETIREMENTS AND SPECIFYING THE EFFECTIVE DATE HEREOF. WHEREAS, the Board of County Commissioners of Indian River County, Florida (the "Board" and the "County", respectively), by Resolution No. 93-_90 , duly adopted on April 13, 1993 (the "Resolution"), authorized the issuance of Water and Sewer Revenue Bonds, Series 1993A, in an aggregate principal amount not to exceed $47,190,000 (the "Series 1993A Bonds") and the issuance of Water and Sewer Revenue Bonds, Series 1993B, in an aggregate principal amount not to exceed $3,330,000 (the "Series 1993E Bonds") (collectively the "Bonds") and authorized the retirement of the Retired Bonds, as defined in the Resolution; WHEREAS, it is necessary and desirable to specify certain terms and provisions with respect to the Bonds; WHEREAS, the County deems it in its long term best interest that the Bonds be sold at this time at private sale by negotiation; WHEREAS, William R. Hough & Co. (the "Purchaser"), has offered to purchase the Bonds on the terms and conditions hereinafter described; WHEREAS, the County desires to purchase municipal bond insurance in connection with the Bonds; WHEREAS, the County desires to appoint a Paying Agent and Bond Registrar for the Bonds, to ratify the distribution of a Preliminary Official Statement and to authorize the execution and distribution of an Official Statement; WHEREAS, the County desires to provide for the retirement of Retired Bonds; WHEREAS, the County desires to authorize the execution and delivery of the Escrow Agreement and to appoint an Escrow Agent in connection with said retirements; and WHEREAS, the County desires to provide for certain other matters in connection with the foregoing. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. The Series 1993A Bonds shall be in the aggregate principal amount of $47,190,000. The Series 1993B Bonds shall be in the aggregate principal amount of $3,330,000. The Bonds shall be dated as of April 1, 1993, shall be in fully registered form, shall be in denominations of $5,000 or any integral multiple thereof, shall bear interest payable semiannually, on March 1 and September 1 of each year, commencing September 1, 1993, until the principal amount thereof is paid, by check mailed by the Paying Agent to the Registered Owners thereof at their addresses as the same appear on the registration books kept by the Bond Registrar on behalf of the County at 5:00 p.m. local time at the location of the Bond Registrar on the fifteenth (15th) day of the month 2 immediately preceding the applicable interest payment date, at the interest rates per annum set forth in the Bond Purchase Agreement (hereinafter defined), shall mature on September 1 of ttie years and in the principal amounts set forth in the Bond Purchase Agreement. The Bonds shall not be subject to optional or mandatory redemption prior to maturity. At the option of any Registered Owner of $1,000,000 or more in aggregate principal amount of Bonds on any Record Date, as defined in the Resolution, interest shall be payable by domestic wire transfer pursuant to written instructions from such Registered Owner; provided that such instructions are on file with the Paying Agent not later than such Record Date. SECTION 2. Due to the complexity of the refunding the Retired Bonds, to the critical timing involved in the sale of the Bonds and the refunding of the Retired Bonds and the willingness of the Purchaser to purchase the Bonds at prices and on terms favorable to the County, it is hereby found, ascertained, determined and declared by the Board that a negotiated sale of the Bonds is in the long term best interest of the County. SECTION 3. In compliance with Subsection 218.385, Florida Statutes, as amended, the Purchaser has provided to the County, prior to the adoption of this Resolution, a truth -in -bonding and disclosure statement containing the information required by said Subsection 218.385. Said truth -in -bonding and disclosure statement is attached to the Bond Purchase Agreement. SECTION 4. The Bonds are hereby awarded and sold to the Purchaser at a total price of $48,664,229.60 (the aggregate principal amount less original issue discount of $1,410,184.00 and underwriter's discount of $445,586.40) plus accrued interest from April 1, 1993 to the date of delivery thereof. The Purchase Contract dated April 13, 1993 by and between the Purchaser and the County, in the form attached hereto (the "Bond Purchase Agreement"), is hereby approved and E accepted and the proper officers of the County are authorized and directed to execute the acceptance thereof in the space provided therefor on the Bond Purchase Agreement. SECTION 5. The purchase of municipal bond insurance with respect to the Bonds from Financial Guaranty Insurance Company is hereby authorized and directed. The Chairman, the Vice Chairman and the Clerk of the Board and the proper officers of the County are each hereby authorized and directed to take all actions on behalf of the County as may be necessary, desirable and/or appropriate in connection with such insurance, including without limitation the payment of the premium therefor. SECTION 6. NationsBank of Florida, N. A., Fort Lauderdale, Florida, is hereby appointed Paying Agent and Bond Registrar for the Bonds. SECTION 7. The Preliminary Official Statement with respect to the Bonds (the "Preliminary Official Statement"), a copy of which was attached to Resolution No. 43-_a is hereby approved and ratified by the County, and the County hereby approves and ratifies the use by the Purchaser of the Preliminary Official Statement in connection with the sale and public re -offering of the Bonds. The Official Statement with respect to the Bonds, in substantially the form of the Preliminary Official Statement, with such insertions, deletions and changes as may be necessary and/or desirable and approved by the Chairman or Vice Chairman of the Board prior to the execution thereof (the "Official Statement"), is hereby approved by the County and the Chairman or the Vice Chairman and the proper officers of the County are hereby authorized and directed to execute the Official Statement and to deliver the same to the Purchaser for use by it in connection with the sale and distribution of the Bonds, the necessity and/or desirability and approval of any such omissions, insertions and variations shall 4 be conclusively presumed by such execution and delivery. SECTION 8. The Chairman and Clerk of the Board are hereby authorized and directed to execute the Bonds, when prepared, by manual or facsimile signatures, and to deliver the same to the Purchaser upon payment of the purchase price without further authority from the Board. SECTION 9. The County shall provide for the retirement of the Retired Bonds by depositing with the Escrow Agent (hereafter appointed) under the Escrow Agreement (hereinafter defined) the amounts from the various sinking funds and reserve accounts for the Retired Bonds, from the proceeds of the sale of the Bonds and from other funds of the County required to meet the escrow requirements set forth in the verified refunding report to be delivered at the closing on the sale of the Bonds. Said amounts, together with the interest to be earned thereon when invested as provided in the Escrow Agreement, shall be sufficient to provide for the timely payment of the Retired Bonds in the manner and at the times provided in the Resolution and in the Escrow Agreement. SECTION 10. The County shall enter into an Escrow Agreement (the "Escrow Agreement") with NationsBank of Florida, N.A., Fort Lauderdale, Florida (the "Escrow Agent"), who is hereby appointed, under the terms and provisions of which the Escrow Agent shall hold, invest and apply money deposited with the Escrow Agent for the timely payment of the Retired Bonds in the manner and at the times provided in the Resolution and in the Escrow Agreement. SECTION 11. The Escrow Agreement shall be in the form approved by the Chairman or Vice Chairman of the Board prior to the execution thereof, the approval thereof shall be conclusively presumed by the execution thereof by the Chairman or Vice Chairman. SECTION 12. The Chairman or Vice Chairman and the Clerk of the Board are 5 07 authorized and directed to execute and deliver the Escrow Agreement on behalf of the County. SECTION 13. Pursuant to Section 20B(4) of the Resolution, the deposit of $1,237,702.00 of the proceeds of the sale of the Bonds into the Series 1993 Reserve Account created and established under the Resolution is hereby authorized and directed. SECTION 14. The Chairman or Vice Chairman and the Clerk of the Board are authorized to execute and deliver a Depository Agreement in connection with the Series 1993 Reserve Account, as defined in the Resolution, on behalf of the County, if deemed necessary and/or desirable by the Chairman or Vice Chairman, the necessity and/or desirability thereof shall be conclusively presumed by the execution thereof by the Chairman or Vice Chairman. SECTION 15. The Chairman or Vice Chairman and the Clerk of the Board are authorized to execute and deliver a Forward Supply Contract on behalf of the County, if deemed necessary and/or desirable by the Chairman or Vice Chairman, the necessity and/or desirability thereof shall be conclusively presumed by the execution thereof by the Chairman or Vice Chairman. SECTION 16. The Chairman, the Vice Chairman and the Clerk of the Board and the proper officers of the County are each hereby authorized to take all other actions on behalf of the County as may be necessary, desirable and/or appropriate in connection herewith and with the sale, issuance and delivery of the Bonds and the retirement of the Retired Bonds, including without limitation to execute and deliver any and all documents and instruments on behalf of the County. SECTION 16. This Resolution shall take effect immediately upon its adoption. 6 - The foregoing resolution was offered by Commissioner Eggert who moved for its adoption. The motion was seconded by Commissioner MaGht and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Ave Vice Chairman John W. Tippin Ave Commissioner Fran B. Adams Ave Commissioner Carolyn K. Eggert Ave Commissioner Kenneth R. Macht Ave The Chairman thereupon declared the Resolution duly passed and adopted this 13 day of ADri1 , 1993. %'�' Attest: J J ff 'iG `$'' t Clerk e. rey ar on, APPROVED AS TO FORM AND LEGAL SUFFICIENCY Charles P. Vitunac County Attorney BOARD OF COUNTY CONNISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By:lC� cOG� Richard N. Bird, Chairman FRO" 0 N 0 904 224 1544 4.12.1993 20133 P. 2 w -" $47,1900000 XyDIAm R7:VER COUNTYe FLORIDA HATER WD OVER REVBNUB BONDS, •ERIBS 199SA 03,230,000 INDIAN RIVZX COUNTY, VLORTDA NATTER AND SENER REVENQE BONDS, SERIES 1993E PURCghns CONTRACT April 13, 1993 Chairman Board of County Commissioners Indian River County, Florida 1840 25th Street Vero Beach, Florida 32960 Ladies and Gentlemen: The undersigned William R. dough i Co. (the "Underwriter") offers to enter into this Purchase Contract with Indian River County, Florida (the "County"), which, upon acceptance of this offer by the County, will be binding upon the County and upon the Underwriter. This offer is made subject to written acceptance hereof by the County at or prior to 11:59 P.M., Eastern Daylight Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the County at any time prior to the acceptance hereof by the County. 1. Purgh sa_e and sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agree- ments not forth herein, the Underwriter hereby agrees to purchase from the County and the County hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the aggregate principal amount of $47,190,000 Indian River County, Florida Water and Sewer Revenue Bonds, series 1993A and $3,330,000 Indian River County, Florida water and Sewer Revenue Bonds, Series 1993E (collectively, the "Bonds") . The Bonds shall be dated April 1, 1993. The purchase price shall be $48,664,229.60 (which represents the par amount of the Bonds minus original issue discount of $1,410,184.00 and underwriter's discount of $445,586.40) plus accrued interest from their date to the date of the closing referred to in Paragraph 7 of this Purchase Contract (the "Closing")). The Bonds shall be as described in and shall be issued and secured under the provisions of Resolution No. 93- , as the same may be amended and supplemented (collectively the "Resolution") of FROM 9 M 0 904 224 1544 4.12.1993 20133 P. 3 the county, for the purpose of providing funds, together with certain other legally available funds, to (i) retire all of the County's outstanding bonds relating to the Water and Sewer System which consists of the S9,6so,000 water i Sewer Revenue Bonds, Series 1986 and Series 1986A currently outstanding in the aggregate principal amount of $9,562,460, the $6,510,000 Water and Sewer Revenue Refunding Bonds, Series 19s9 currently outstanding in the amount of $6,220,000 And the $9,205,000 Water and Sewer Revenue Bonds, Series 1991 currently outstanding in the aggregate principal amount of $9,135,000, (ii) retire debt currently secured by special assessments collected on specific bensfitted property within the County consisting of $6,075,000 Special Assessment Revenue Bonds, Series 1969 currently outstanding in the aggregate principal amount of $4,855,000 and the $720,000 Special Assessment Revenue Bonds, Series 1990 currently outstanding in the aggregate principal amount of $580,000, (iii) provide funds to make certain capital improvements and additions to the County's water and sewer system, (vi) maks a deposit to the Reserve Account established under the Resolution, (vii) fund the Sinking Fund in an amount to pay a portion of the interest first coming due on the Bonds, and (vii) pay certain costs incurred in connection with the issuance of the Series 1993 Bonds, all as more particularly described herein. The Bonds shall mature at the times and in the amounts and bear interest at the rates not forth in Exhibit A attached hereto and shall be subject to redemption as set forth in Exhibit B attached hereto. The information required by Section 218.385(4), Florida Statutes, to be provided to the County by the Underwriter is set forth in Exhibit C attached hereto. All capitalized unidentified terms used herein shall have the meaning set forth in the Resolution. 2. Delivery of offigial Statement and Other Documents. (a) Prior to the data hereof, the County shall have provided to the Underwriter for their review the Preliminary official Statement dated April 2, 1993 (the "Preliminary official Statement") that the County deemed final as of its date, except for certain permitted omissions in connection with the pricing of the Bonds, and authorizes the distribution thereof to prospective purchasers and investors. The Underwriter has reviewed such Preliminary official Statement prior to the execution of this Purchase Contract. (b) With your acceptance hereof, you will deliver, at your expense, to the Underwriter within seven (7) business days of the data hereof (or within such shorter period as may be requested by the Underwriter in order to accompany any confirmation that requests payment from any customer to comply with Rule G-32 of the Municipal Securities Rulemakinq Board) copies of the Final official Statement in sufficient quanti- ties to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Act of -2- FROM. 8 " 0 984 224 1544 4.12.1993 20134 P. 4 1434, as amended (the "Rule"), and the rules of the Municipal Securities Rulemaking Board, dated the date hereof, together with all supplements and amendments thereto, substantially in the form of the Preliminary Official statement, with only such changes therein as shall have been accepted by the Underwriter, signed on behalf of the County by the Chairman of the Board of County Commissioners, and the County Administrator of the County. it is understood that in undertaking to deliver Final Official Statements pursuant to this paragraph, ybu are not undertaking any responsibility for the accuracy or completeness of the information in the Final Official Statement concerning Financial Guaranty Insurance Company. (c) The Underwriter shall give notice to the County and Financial Guaranty Insurance Company (the "Insurer") on the dots after which no participating Underwriter, as such term is defined in the Rule, remains obligated to deliver Final Official Statements pursuant to paragraph (b)(4) of the Rule. (d) At or prior to the Closing, the Underwriter agrees on behalf of the County to file, or cause to be filed, the Final official Statement with a national recognized municipal securities information repository. (e) At Closing, the County shall deliver, or cause to be delivered to the Underwriter copies of the Resolution, certified by the Clark, all substantially in the form hereto- fore delivered to the Underwriter, with only such changes therein as agreed upon by the Underwriter. 3. RRe2resentation of the Underwriter as tg Authority. The Underwriter has authority to execute this Purchase Contract. 4. Public Offerin. The Underwriter agrees to make an offering of all the Bonds at the initial public offering prices or yields as set forth on Exhibit A attached hereto. The Underwriter reserves the right to make concessions to dealers and to change such initial public offering prices or yields as the Underwriter reasonably deems necessary in connection with the marketing of the Bonds. The County hereby authorizes the Underwriter to use the Final Official Statement (including any supplements or amendments thereto) and the information contained therein in connection with the offering and sale of the Bonds and ratifies and confirms its authorization of the use by the Underwriter prior to the date hereof of the Preliminary official Statement in connection with such offering and sale. The Preliminary Official Statement, the Final official State- ment and any amendments or supplements that may be authorized for use with respect to the Bonds are herein referred to collectively as the "Official Statement-" -3- FROM, B M 0 904 224 1544 4.12.1993 26:33 P. 5 The Underwriter shall furnish the Issuer and Bond Counsel (as herein defined) , at closing, (1) a certificate satisfactory in form and substance to Bond Counsel to the effect that each maturity of the Bonds was the subject of a bona fide public offering and stating the initial or revised initial reoffering prices at which at least tan percent (lock) of each maturity of the Bonds was sold to the public (excluding bond houses, brokers and similar persons or entities acting in the capacity of underwriters or wholesalers) and (2) such other certificates as the issuer or Bond Counsel may reasonably request to establish or assure compliance with the Internal Revenue Code of 1986, as amended, and the regulations thereunder pertaining to the Bonds. S, SScurity Degosit. The Underwriter has delivered to the County a corporate check for $500,000 (FIVE HUNDRED THOUSAND DOLLARS) payable to the order of the County. In the event the County does not accept this offer, such check shall be returned immediately to the Underwriter. If the offer made hereby is accepted, the County agrees to hold the check uncashed until the Closing as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing, or if the County shall be unable to satisfy or cause other parties to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, such check shall be immediately returned to the Underwriter and the acceptance of such return shall constitute a full release and discharge of all claims by the Underwriter against the County arising out of the transactions contemplated hereby. In the event that the Underwriter fails (other than for a reason permitted herein) to accept and pay for the Bonds at the Closing as herein provided, such check shall be retained by the County as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and such retention shall constitute a full release and discharge of all claims and damages by the County against the Underwriter arising out of the transactions contemplated hereby and neither party shall have any further rights against the other hereunder. In the event that the Underwriter does not fail or default under the terms of this Purchase Contract, such check shall be returned to the Underwriter at the Closing. 6. County's Representations, Warranties, Covenants and Agreements. By its acceptance hereof, the County represents and warrants to, covenants and agrees with the Underwriter that, as of the date hereof: (a) The County is a public body duly and validly existing as a political subdivision under the authority of and in full compliance with the laws of the State of Florida. -4- FROM, 0 M 0 904 224 1544 4.12.1993 20,35 P. Q (b) The County has full legal right, power and authority to issue and sell the Bonds as contemplated in the Resolution and the official statement and to operate the System in the manner described in the official Statement. (c) The County has full legal right, power and authority to enter into this Purchase osit Agreement to be dated as of April 1�,cd 19�93"Escrow (the row Dethe Escrow posit Agreement") between the County and NationsBank of Florida, N.A. (the "Escrow Agent"), and to sell and deliver the Bonds to the Underwriter as provided herein; by official action of the County taken prior to or concurrently with the acceptance hereof, the Resolution has been duly adopted in accordance with the Constitution and the laws of the State of Florida, including particularly the Act (as defined in the Resolution); the Resolution is in full force and has not been rescinded; this Purchase Contract, when executed by the County, will be duly authorized and delivered and will constitute a valid and legally binding obligation of the County enforceable in accordance with its terms, except as the enforcement thereof may be affected by bankruptcy, insolvency, or other similar laws or the application by a court of equitable principles generally affecting creditors' rights; and the County has duly authorized and approved the consummation by it of all other transactions contemplated by the Resolution, the Official Statement, the Escrow Deposit Agreement and this Purchase Contract to have been performed or consummated at or prior to the Date of closing (as herein defined). (d) The execution and delivery of the Bonds, the Escrow Deposit Agreement and this Purchase Contract and the adoption and implementation of the Resolution, and compliance with the obligations on the County's part contained herein and therein, will not conflict with or constitute a material breach of or material default under the Act or any federal or Florida constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, ordinance, agreement or other instrument to which the County is a party or to which the County or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption, implementation or compli. once result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or other assets of the County under the terms of any such provision, law, regulation, document, resolution, ordinance or instrument, except as provided or permitted by the Bonds and the Resolution. (e) All approvals, consents and orders of any govern- mental authority, legislative body, board, agency or commis- sion having jurisdiction which would constitute a condition mm FROM, 9 M 0 984 224 1544 4.12.1993 28,36 P. T precedent to or the absence of which would materially adversely affect the due performance by the County of its obligations under this Purchase Contract, the Escrow Deposit Agreement, the Resolution and the Bonds, or prior to the Closing will have been duly obtained; provided, however, that this representation and warranty does not apply to such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds, or to such official action by the County which the Resolution contemplates is to be taken from time to time after the Closing. (f) The Bonds, when issued, registered and delivered in accordance with the Resolution and sold to the Underwriter as provided herein and in accordance with the provisions of the Resolution, will be valid and legally enforceable obligations of the County in accordance with their terms and the terms of the Resolution, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting creditors' rights generally and by the application of general principles of equity; and the Resolution will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and irrevocable first lien and pledge of the Pledged Funds (as defined therein). (q) The County is lawfully empowered to pledge and grant and has pledged and granted a prior and irrevocable lien upon the Pledged Funds for the payment of the principal of, redemption premium, if any, and interest on the Bonds. (h) The information contained in the Preliminary Official Statement (as of its date) and, as of its date and the Date of Closing, the Final Official Statement, including but not limited to information pertaining to the County, the Bonds, the Resolution and the System, is and will be true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact which is necessary to make the statements there- in, in the light of the circumstances under which they were made, not misleading. (i) Except as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency or public board or body, pending or, to the best knowledge of the County, threatened: (i) which may affect the existence of the County or the titles of its officers to their respective offices; (ii) which may affect or which seeks to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds, the collection or disbursement of the Pledged Funds to pay the principal of and interest on the Bonds and premium, if -6- I IIII IAIIIIIA Y.A1111I V I I I IIII I I FROM 0 M 0 904 224 1344 4.12.1993 20137 F. 0 any; (iii) which in any way contests or affects the validity or enforceability of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract; (iv) which would cause the interest on the Bonds to be included in the federal gross income of the holders of the Bonds; or (v) which contests in any way the completeness or accuracy of the Preliminary official statement or the Final Official Statement or which contests the powers of the County or any authority or proceedings for the issuance, sale or delivery of the Bonds, or the due adoption of the Resolution, the execution and delivery of this Purchase Contract, or the operation by the County of the System, including the power to levy rates for the services of the System; nor, to the best knowledge of the County, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract or the power of the County to operate the System or to levy rates for the services of the System. (j) The County will furnish such information, execute such instruments and take such other action not inconsistent with law 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 juris- dictions, 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 County shall not be obligated to qualify to do business or take any action that would subject it to general service of process in any state where it is not now so subject. (k) It between the date of this Purchase Contract and the date which is earlier of (A) 90 days from the and of the "underwriting period" (as defined in SEC Rule 15e2-12 or (B) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository (but in no case less than 25 days following the and of the underwriting period), any event shall occur which would or might cause the information contained in the Official statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact 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, the County shall notify the Underwriter thereof, and it in the reasonable opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to -7- FROM. 8 M 0 904 224 1344 4.12.1993 28138 P. 9 the official Statement, the County shall cooperate with the Underwriter in supplementing or amending the Official Statement, the printing of which will be at the County's expense, in such form and manner and at such time or times as may be reasonably called for by the Underwriter, so that the statements in the official Statement as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading. (1) The County covenants to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code") in order to maintain the exclusion from gross income of the interest on the Bonds for purposes of federal income taxation. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the pro- ceeds of the Bonds and other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. (m) Since 1975, the County has not been in default on any bonds or other debt obligations of the County. (n) The Preliminary official Statement is deemed final within the meaning of Rule 15c2 -12(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, as of its date, except for omissions of no more than the following infor- mation: the offering price(*), interest rate(*), selling compensation, aggregate principal amount, amount per maturity, delivery date, ratings, redemption provisions, sources and uses, debt service requirements and other terms depending on such matters. 7. The Closina. At 10:00 a.m., Eastern Daylight Time, on May 13, 1993 (such data herein called the "Date of Closing"), or at such other time or on such other date as may be mutually agreed upon by the County and the Underwriter, the County shall, subject to the terms and conditions hereof, deliver the Bonds to the Under- writer in New York, New York in definitive form (all the Bonds to bear proper CUSIP numbers), duly executed and authenticated, together with the other documents hereinafter mentioned, and subject to the terms and conditions hereof, the Underwriter shall accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof in immediately available Federal Funds to the order of the County (such delivery of and payment for the Bonds herein called the "Closing"). The uncashed check referred to in Paragraph 5 shall be returned to the Underwriter at the Closing. The closing shall occur at the offices of the Finance Director of the County, or such other place as shall have been mutually agreed upon by the County and the Underwriter. The Bonds shall be pre- pared and delivered as fully registered bonds in such denominations and in such registered names as the Underwriter may request at -8- FROM 0 M 0 904 224 1544 4.12.1993 20130 P.10 least five business days prior to the Data of Closing and shall be made available to the Underwriter during the business day prior to the Closing for the purposes of inspection and packaging. Failure to print a CUSIP number on a Bond or any error with respect thereto shall not be cause for a refusal or failure by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms hereof. However, the County agrees to promptly correct any omission of or error with respect to a CUSIP number. 8. Closing Conditions. The Underwriter is entering into this purchase Contract in reliance upon the representations, warranties and agreements of the County contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing, and upon the performance of the covenants and agreements herein, as of the date hereof and as of the Date of Closing. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance of the covenants and agreements to be performed hereunder and under such other documents and instruments to be delivered at or prior to the Closing, and shall be subject to the following additional conditions: (a) The representations and warranties of the County contained herein shall be true, complete and correct on the data hereof and on and as of the Date of Closing, as if made on the Date of Closing. (b) At the data of execution hereof and at the Closing, the Resolution shall have been duly approved and adopted by the County, shall be in full force and effect and shall not have been amended, modified or supplemented, except to the extent to which the Underwriter shall have given its prior written consent and there shall have been taken in connection therewith and in connection with the issuance of the Bonds all such action as in the opinion of Rhoads & Sinon, Bond Counsel, and Bryant, Miller and olive, P.A., Tallahassee, Florida, and Josias & Goren, Ft. Lauderdale, Florida, Co -counsel for the Underwriter, shall be necessary and appropriate in connection with the transactions contemplated hereby. (c) At the Closing there will be no pending or threatened litigation or proceeding of any nature seeking to restrain or enjoin the issuance, sale or delivery of the Bonds, or the pledge, collection or application of the Pledged Funds to pay the principal of and interest on the Bonds or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract or contesting in any way the proceedings of the County taken with respect thereto, or contesting in any way the due existence or powers of the -9- FRO" 0 M 0 904 224 1344 4.12.1993 20139 P.11 County or the title of any of the members of the Board of officials of the County to their respective offices or in any way contesting the operation of the System by the County, including but not limited to its power to levy fees, rates and charges for the use of services of the System, or if such litigation does exist, the Underwriter will receive an opinion of Charles P. Vitunac, Esquire, Attorney for the County, that any such litigation is without merit. (d) Except as described in the Official Statement, there shall have been no material adverse change in the financial condition of the County since September 30, 1992. (e) At the Closing, the Underwriter shall receive the following documents each dated as of the Closing: (i) An opinion of Rhoads i ninon, Bond Counsel, substantially in the form attached to the official State- ment as Appendix F, together with letters of such counsel, dated the Date of Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the county may be relied upon by the Underwriter to the same effect as if such opinion were addressed to themf (ii) An opinion of bond Counsel, addressed to the County and the Underwriter to the effect that the information contained in the official Statement under the headings "Purpose of the series 1993 Bonds," "Description of the Series 1993 Bonds," "Security and Sources of Payment," "Approval of Legality" and "Tax Exemption," insofar as such information purports to summarize portions of the Resolution, the Bonds, or the laws referred to therein, constitutes a fair summary of the portions of such documents and the law purported to be summarized therein and to the effect that the information under "Tax Exemption" is correct. (iii) A defeasance opinion, dated the data of the Closing and addressed to the Underwriter, of Bond Counsel, addressed to the County and the Underwriter, in such form as is mutually, reasonably acceptable to the Underwriter and Bond Counsali (iv) An opinion, dated the Date of the Closing and addressed to the County and the Underwriter, of Charles P. Vitunac, Esquire, Attorney for the County, to the effect that: (i) this Purchase Contract and the Escrow Deposit Agreement have been duly authorized,. executed and delivered by the County and constitutes a legal, valid and binding agreement of the County in accordance with its terms except to the extent that the enforceability of -10- FROM 9 M 0 994 224 1544 4.12.1993 29149 P.12 the rights and remedies set forth herein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by the exercise of judicial discretion in accordance with general principles of equity; (ii) the County has authorized, executed and delivered the Official Statement; (iii) the information in the official Statement as to legal matters relating to the County, the Bonds, the Resolution, the Escrow Deposit Agreement and the Pledged Funds is correct in all material respects and doss 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 Attorney for the County, as of the Date of Closing nothing has come to his attention causing him to believe that: (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the official State- ment as to all of which no view need be expressed and except for information relating to Financial Guaranty Insurance Company), or (B) the Official Statement (as supplemented or amended pursuant to Paragraph (j) of Section 6 hereof, if applicable) as of the Date of Closing contains any untrue statement of a material fact or omits to stats 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); (iv) the execution and delivery of the Bonds, this Purchase Contract and the Escrow Deposit Agreement, the adoption of the Resolution and compliance with the provisions on the County's part contained therein, will not conflict with or constitute a material breach of or default under, any constitutional provision, law, administrative regula- tion, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the County is a party 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 County under the terms of any such ordinancelaw, regulation or instrument, except as expressly provided by the Bonds and the Resolution; (v) the County has the right and power under the Act to adopt the Resolution and the Resolution has been duly and lawfully adopted by the County, is in full force and effect and constitutes the legal, valid and binding -11- FROM 0 M 0 904 224 1544 4.12.1993 20240 F.13 obligation of the County, 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), (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 the County, nor is there any basis for any such action, suit, proceeding, inquiry investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by the official statement or the validity of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract, except as described in the official statement; (vii) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the County's adoption, execution or performance of the Bonds, the Resolution, the Escrow Deposit Agreement and this Purchase Contract have been obtained or effected and, to the best of his knowledge, he has no reason to believe that the County will be unable to obtain or effect any such additional authoriza- tion, consent, approval or review that may be required in the future for performance of any of them by the County; and, in addition, he shall give his opinion to the same effect as set forth under the caption "Litigation" in the official statement. (v) A certificate, dated the Date of Closing, signed by the Chairman and the Clerk of the Circuit Court of the County (the "Clerk"), or other appropriate officials satisfactory to the Underwriter, to the effect that: (A) the representations of the County herein are true and correct in all material respects as of the Date of Closing; (B) the County has performed all obligations to be performed hereunder as of the Date of Closing; (C) except as disclosed in the official Statement, there is no litigation of which either of them have notice, and no litigation is pending or to the best knowledge of each of them threatened (1) to restrain or enjoin the issuance or delivery of any of the Bonds, (2) in any way con- testing or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract, (3) in any way contesting the corporate existence or powers of the County, (4) to restrain or enjoin the funds pledged or to be pledged to pay the principal of, interest and premium, if any, on the Bonds, (3) which may result in any material adverse change in the business, -12- PRO" 9 M 0 994 224 1544 4.12.1993 29141 P.14 properties, assets and the financial condition of the county taken as a whole or the System, or (6) asserting that the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading; (D) since September 30, 1992, no material adverse change has occurred in the financial position or results of operations of the county except as set forth in or contemplated by the official Statement; (E) the County has not, since September 30, 1992, incurred any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official state- ment; (F) the county has not, ■ince 1975, bean in default on any bonds or other debt obligations of the County; and (G) 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 required to be included therein or necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. (vi) An opinion, dated the Date of Closing and addressed to the Underwriter, of Bryant, Miller and olive, P.A., and Josias i Goren, Co -counsel for the Underwriter, to the effect that (A) it is not necessary to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust indenture Act of 1939, as amended; and (B) based upon the Information made available to them in the course of their participation in the preparation of the Official Statement as counsel for the Underwriters and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, they do not believe that the Official Statement as of its date and as of the Closing 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 that no opinion or belief need be expressed as to any engineering, financial and statistical data contained in the official Statement). (vii) A letter from Coopers S Lybrand, independent certified public accountants, addressed to the County and the Underwriter, consenting to the use of the audited financial statements of the County in the Official Statement. -13- F*0" 9 M 4 994 224 1544 4.12.1993 29142 P.15 (viii) A certificate from the NationsBank of Florida, N.A. in form and substance satisfaotory to the Underwriter and its counsel, to be dated the Date of Closing. (ix) A certificate of, or opinion of counsel to, the Insurer to the effect that the information relating to it appearing under the caption "Municipal Bond Insurance" in the official Statement accurately and fairly presents the information purported to be shown therein, fairly and accurately describes the Insurer. (x) An opinion, dated the Date of Closing, and addressed to the Underwriter from counsel for the Insurer, to the effect that: (A) the Insurer is duly organized and validly existing under 'the laws of its state of incorporation and is qualified to do business in the State of Florida, and (B) the Policy has been duly and validly issued by the Insurer and constitutes the legal, valid and binding obligation of the Insurer enforceable in accordance with its terms except as limited by bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally and subject as to enforceability by general principles of equity. (xi) verification by a firm of independent certified public accountants, of the accuracy of the mathematical computations supporting (i) the adequacy of the maturing principal amounts of, and interest earned on, the Escrow Securities deposited under the Escrow Deposit Agreement to pay the principal of and interest and premium on, the obligations being refunded with the proceeds of the Bonds, and (ii) the conclusion that the refunding aspects of the Bonds will not cause the Bonds to be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code. (xii) 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 Closing, of the County's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfac- tion by the County on or prior to the Date of Closing of all the agreements than to be performed and all conditions then to be satisfied by it. (f) The insurer shall have issued its policy to insure the Bonds and Fitch Investors Service, Inc., Standard i Poor's Corporation and Moody's Investors Service, Inc. shall have -14- FROM 0 M 0 904 224 1544 4.12.1993 20142 P.16 assigned their municipal bond ratings of "AAA," "AAA" and "Asa" respectively, to the Bonds. (g) Evidence that NationsBank of Florida, N.A. has been approved by the County as the Paying Agent and Bond Registrar for the Bonds. All of the evidence, opinions, letters, certificates, instru- ments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter and the County. If 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 are not satisfied, 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 County shall be under any further obligation hereunder, except that the respective obligations of the County and the Underwriter set forth in Paragraph 10 hereof shall continue in full force and effect and the security deposit spec- ified in Paragraph 5 hereof shall be returned to the Underwriter. 9. Torminatipn. The Underwriter may terminate this Purchase Contract, without liability therefor, by notification to the County, if at any time subsequent to the date of this Purchase Contract at or prior to Closings (a) Legislation shall be enacted by the Congress of the United states, or a bill introduced (by amendment or other- wise) or favorably reported or passed by either the House of Representatives or the Senate of the Congress of the United States or any committee of the House or senate, or a confer- ence committee of such House and Senate makes a report (or takes any other action), or a decision by a court of the United states or the Tax Court of the United States shall be rendered, or a ruling, regulation or fiscal action shall be issued or proposed by or on behalf of the Treasury Department of the United states, the Internal Revenue service or other governmental agency with respect to or having the purpose or effect of changing directly or indirectly the federal income tax consequences of interest on the Bonds in the hands of the holders thereof (including imposition of a minimum federal tax which includes tax-exempt interest in the calculation of such tax), which materially adversely affects the market price or the marketability of the Bonds. (b) Any legislation, rule or regulation shall be intro- duced in, or be enacted by any department or agency in the State of Florida, or a decision by any court of competent -15- FRO" 0 M 0 904 224 1544 4. 19.4774 4p.1 jurisdiction within the State of Florida shall be rendered which materially affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds to be purchased by them. (e) Any amendment to the Official statement is proposed by the County or deemed necessary by Bond Counsel or Counsel to the Underwriter which adversely affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds to be purchased by it. I(d) Any fact shall exist or any event shall have occurred which makes the Official Statement, in the form as originally approved by the Board of County Commissioners of the County, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (e) There shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, financial or otherwise, including a general suspension of trading on any national securities exchange which (i) materially adversely affects the market for the Bonds or the sale of the Bonds, at the contemplated offering prices disclosed on the cover of the Official Statement, by the Underwriter or (ii) causes a material disruption in the municipal bond market and as, in the judgment of the Under- writer, makes it impracticable for them to market the Bonds or to enforce contracts for the sale of the Bonds. (f) Legislation shall be enacted or any action shall be taken by, or on behalf of, the Securities and Exchange Commis- sion which has the effect of requiring the contemplated dis- tribution of the Bonds to be registered under the Securities Act of 1933, or any laws analogous thereto relating to govern- mental bodies, and compliance therewith cannot be accomplished prior to the Closing. (g) A general banking moratorium shall have been declared by the United States, Now York or Florida authorities which materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds to be purchased by them. (h) Any national securities exchange, or any govern- mental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrio- tions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter. -lb- PRO" 9 M 0 984 224 1544 4.12.1993 28144 P.18 (i) Any rating of the bonds shall have been downgraded or withdrawn by a national rating service, which materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds to be purchased by them; or any proceeding shall be pending or threatened by the Securities and Exchange Commission against the County which has a material adverse effect on the market price of the Bonds. (j) Financial Guaranty insurance Company (the "Insurer") shall inform the County or the Underwriter that it will not insure payment of the principal of or interest on the Bonds as described in the Official Statement. 10. ZApanses. (a) Whether or not the Bonds are sold by the County to the Underwriter (unless such sale be prevented at Closing by the Underwriter's default), the County shall be obligated to pay the following expenses: (i) the cost of the preparing and printing or other reproduction of the Resolution and the Escrow Deposit Agreement; (ii) the cost of preparing and printing the Bonds, the Preliminary Official Statement and the Final Official statement; (iii) the fees and disbursements of Rhoads & Sinon incurred in its capacity as Bond Counsel; (iv) the teas of the Insurer for the Policy and the fees of Standard & Poor's Corporation and Moody's Investors Service, Inc.; (v) the fees and disbursements of the Paying Agent and Registrar; (vi) the fees and disbursements of Fishkind & Associates incurred in its capacity as Financial Advisor; (vii) the fees and disbursements of Coopers & Lybrand, the County's certified public accountants; and (viii) the fees and disbursements of any other experts, accountants, consultants or advisors retained by the County, including fees of the auditor, if any, the rate consultants and consulting engineers. (b) Whether or not the Bonds are sold by the County to the Underwriter (unless such sale be prevented at Closing by the County's default), the Underwriter shall be obligated to pay the following expenses and shall be permitted to pay such expenses from its discount: (i) all advertising expenses in connection with the public offering of the Bonds; (11) the fees and disbursements of Bryant, Miller and Olive, P.A., and 3osias & Goren, Co -counsel to the Underwriter, and the cost of preparing the Blue Sky Survey and this Purchase Contract; and (iii) all other expenses incurred by them in connection with its public offering of the Bonds. 11. Noticed. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing to the address set forth above and f17- FROM 8 M 0 984 224 1544 4.12.1993 2et45 P.19 any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to William R. Bough i Co., 100 Second Avenue South, Suite 800, St. Petersburg, Florida 33701, Attention: Public Finance Department. 13. Pgrties in Znter st. (a) This Purchase Contract is made solely for the benefit of the County and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the County contained in this Purchase Contract shall remain operative and in full force and effect (but shall not be deemed to be continuing representations, warranties and agree- ments of the County), regardless of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract; or (iii) any termination of this Purchase Contract. (b) No covenant, stipulation, obligation or agreement contained in this Purchase Contract shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the County in his individual capacity and neither the members of the governing body of the County nor any official executing this Purchase Contract shall be liable personally under this Purchase Contract or be subject to any personal liability or accountability by reason of the execution hereof. 13. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof on behalf of the County by the Chairman and attestation by the Clerk, and shall be valid and enforceable at the time of such acceptance. 14. Counterparts. This Purchase Contract may be executed in several counterparts, which together shall constitute one and the same instrument. 15. Florida Law Governs. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of Florida. 16. Entire Agreement. This Purchase Contract when accepted by the County in writing as heretofore specified shall conatitute the entire agreement between us. -18- FROM 6 M 0 964 224 1544 4.12.1993 20145 P.20 17. Hegdi►gs. The headings of the Sections of this Purchase Contract are inserted for convenience only and shall not be deemed . to be part hereof. i Very truly yours, i" WILLIAM R. HOUGH i CO. f Its: Vice President Accepted as of the date hereof: BOARD Or COUNTY COMMISSIONERS INDIAN�RCO Y Chairman (SEALY ATTEST# Clerk of Courts of Z dian f% RiverCounty County �y, d G 14-+` i3O/ "�. Approved as to form and legal sufficiency# c )�ti1S X liM�� County Attorney FROM 0 M 0 904 224 1544 4.12.1993 20145 P.21 ■UIBIT a KhTOAITY DCBBuas $47,190,000 Indian River County, Florida Water and Sewer Revenue Bonds, Series 1993A Maturing September i Principal Amount interest Rate Price or Yield 1993 300,000 2.6004 100.000% 1994 695,000 3.000 100.000 1995 720,000 3.400 99.667 1996 745,000 3.750 99.688 1997 770,000 4.125 99.508 1998 800,000 4.300 99.526 1999 835,000 4.500 99.452 2000 875,000 4.700 99.383 2001 915,000 4.800 99.317 2002 960,000 5.000 100.000 2003 1,005,000 5.000 99.198 2004 1,055,000 5.100 99.145 2005 1,110,000 5.200 98.652 2006 1,170,000 5.300 98.5851 2008 2,540,000 6.500 110.244 2011 4,425,000 5.500 99.000 2015 7,120,000 5.500 97.875 2018 6,415,000 5.250 94.001 2020 4,860,000 5.250 93.625 2024 9,875,000 5.250 93.000 $3,330,000 Indian River County, Florida water and Sewer Revenue Bonds, Series 19931) Maturing Principal Interest Price or se1)tember 1 Amount Rate Yield 1993 380,000 2.606 100.000% 1994 425,000 3.00 99.070 1995 425,000 3.50 99.669 1996 420,000 3.85 99.688 1997 420,000 4.25 99.606 1996 420,000 4.40 99.317 1999 420,000 4.60 99.453 2000 420,000 4.80 99.385 -l►-1- PROM 0 h 0 904 224 1544 4.12.1993 20146 P.22 RSDRKPTION DROVISIONS Mandatory Redemption 23MXBXT B The Series 1993A Bonds due September 1, 2008, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, in the years and amounts set forth below at a price equal to 100% of principal amount thereof plus accrued interest to the redemption date. Principal XI" Amount 2007 $1,230,000 2008 (maturity) 1,310,000 The Series 1993A Bonds due September 1, 2011, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, in the years and amounts set forth below at a price equal to loo; of principal amount thereof plus accrued interest to the redemption date. Principal Year mount 2009 $1,395,000 2010 1,475,000 2011 (maturity) 1,555,000 The Series 1993A Bonds due September 1, 2015, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, in the years and amounts set forth below at a price equal to 1004 of principal amount thereof plus accrued interest to the redemption date. Principal Y1ax Amcunt ,,,_ 2012 $1,640,000 2013 1,730,000 2014 1,825,000 2015 (maturity) 1,985,000 The Series 1993A Bonds due September 1, 2018, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, in the years and amounts -8-1- FROM 0 M 0 904 224 1544 4.12.1993 20146 P.23 set forth below at a price equal to loot of principal amount thereof plus accrued interest to the redemption date. Principal Year Amount 2016 62,030,000 2017 2,135,000 2018 (maturity) 2,250,000 The Series 1993A Bonds due September 1, 2020, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, in the years and amounts not forth below at a price equal to 100% of principal amount thereof plus accrued interest to the redemption data. Principal i� Amount 2019 $2,370,000 2020 (maturity) 2,490,000 The Series 1993A Bonds due September 1, 2024, are subject to mandatory redemption by lot prior to maturity in such manner as shall be determined by the Bond Registrar, in the years and amounts set forth below at a price equal to 100% of principal amount thereof plus accrued interest to the redemption date. Except as described below under "Zxtraordinary Mandatory Redemption", the Series 1993E Bonds shall not be subject to mandatory redemption prior to maturity. The County may apply moneys in the Bond Amortization Account to the purchase of Series 1993A Bonds subject to mandatory redemption (the "Series 1993 Term Bonds") at prices not greater than par plus accrued interest and apply the principal amount of any Series 1993A Term Bonds so purchased as a credit against and in fulfillment of amortization installments required on the series 1993A Term Bonds of the same maturity. If the County shall purchase or call for redemption in any year Series 1993A Term Bonds in excess of the amortization installment requirement for such -B-2- Principal X6,M Amount 2021 $2,625,000 2022 2,760,000 2023 2,905,000 2024 (maturity) 1,585,000 Except as described below under "Zxtraordinary Mandatory Redemption", the Series 1993E Bonds shall not be subject to mandatory redemption prior to maturity. The County may apply moneys in the Bond Amortization Account to the purchase of Series 1993A Bonds subject to mandatory redemption (the "Series 1993 Term Bonds") at prices not greater than par plus accrued interest and apply the principal amount of any Series 1993A Term Bonds so purchased as a credit against and in fulfillment of amortization installments required on the series 1993A Term Bonds of the same maturity. If the County shall purchase or call for redemption in any year Series 1993A Term Bonds in excess of the amortization installment requirement for such -B-2- FROM 9 M 0 904 224 1544 4.12.1993 20147 P.24 year, such excess of Series 1993A Term Bonds so purchased or redeemed shall be credited against subsequent mandatory redemption of the Series 1993A Term Bonds at such times and amounts as the county may direct. To the extent the County's obligation to make installments in a particular year is fulfilled through such purchases, the likelihood of redemption through such installments of any Owner's Series 1993A Bonds of the maturity so purchased will be reduced for such year. Optional Redemption The Series 1993A Bonds maturing on or prior to September 1, 2009, shall not be subject to redemption prior to their respective dates of maturity. The Series 1993A Bonds stated to mature on or after September 1, 2009, are subject to redemption at the option of the County in whole or, from time to time, in part, on September 1, 2008, or on any date thereafter at the respective redemption prices set forth below expressed as percentages of the principal amount to be redeemed, plus accrued interest to the date of redemption. Rede »tion Period Redemation price September 1, 2008 through August 310 2009 1024' September 1, 2009 through August 31, 2010 101% September 1, 2010 and thereafter 100% If fewer than all of the Series 1993A Bonds are to be so redeemed, the County may select the maturity or maturities to be redeemed. if fewer than all of the Series 1993A Bonds of any particular maturity are to be redeemed, the Bond Registrar will select by lot the particular Series 1993A Bonds or portions of Series 1993A Bonds of such maturity to be redeemed. The portion of any Series 1993A Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or an integral multiple of that sum. The Series 19938 Bonds shall not be subject to optional redemption prior to maturity. Rxtraordinary Xandatory Redemption The Series 1993B Bonds are subject to extraordinary mandatory redemption in whole or in part, on any payment date, from moneys received on prepayments of the 1989 Special Assessments and the 1990 Special Assessments, as defined herein, at a redemption price equal to the principal amount due thereon plus accrued interest. The Series 19938 Bonds will be selected for extraordinary mandatory redemption in ascending order of maturities and, if redeemed in part, by lot within maturities. It is possible that substantial prepayments could occur, which result in a significant portion of the Series 19938 Bonds being -8-3- FROM R M 0 904 224 1544 4.12.1993 20140 P.25 redeemed prior to maturity. sae "saCURZTV AND SOVRCIN O! PATUNMT PLsnas Ot lost •Paot7►L ASSalaxaNT RPVXMBD" and "89COR=TY Alm •OORCa9 O! PjLjrX M • PLLDOa OF 8FECIAL Assassi ENT RaYSN0a8" herein. FROM 9 M 0 984 224 1544 4.12.1993 20148 P.26 DiBOLOBURN BTATSUBM11 33MISIT C The undersigned, as underwriter, propose to negotiate with Indian River county, Florida for the sale of $50,520,000 principal amount of its mater and Sewer Revenue Refunding Bonds, Series 1993 (the "Bonds"), to be completed on this date. Prior to the award of the Bonds, the following information is hereby furnished to the countye 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance of the Bondss ggr Bond Underwriter's Counsel Fees Underwriter's Counsel Expenses Federal Funds Day Loan DALCOMp, DALNET PSA, MSRB clearance Travel & Miscellaneous CUS2P TOTAL $25,260.00 $.50 4,500.00 .09 5,557.20 .11 505.20 .01 3,031.20 .06 3,031.20 .06 12,630.00 .25 11,527.45 .23 $67,062.65 $1.33 2. Set forth below are the names, addresses and estimated amounts of compensation of all "finders" as defined in Section 218.386, Florida Statutes: NONE 3. The amount of the underwriting spread expected to be realized by the Underwriter is $445,586.40 ($8.82 per Bond) which includes the following: Management Fee $ 50,520.00 $1.00 Average Takedown 328,013.75 6.49 Expenses 67,052.65 1.33 4. The management fee to be charged by the Underwriter is $50,320.00 ($1.00 per Bond). 5. Set forth below are all other fees, bonuses and other compensation estimated to be paid by the Underwriter on behalf of the County from Bond proceeds in connection with the Bond issue to all persons not regularly employed or retained by them. -C-1- FROM 0 M 0 904 224 1544 4.12.1993 20:4 F.zr Underwriter's counsel fee $29,760.00 (including expenses) 6.Tie names and addresses of the Underwriter connected with the Bonds etre set forth below: William R. Hough i Co. 100 Becond Avenue South suite 800 St. Petersburg, Florida 33701 Attention: public Finance Department 7. Indian River County (the "County") is proposing to issue $50,520,000 of debt or obligation for the purpose of refunding certain outstanding obligations of the County and to pay a portion of the costs of planned capital improvements to the County's water and sewer system. This debt or obligation is expected to be repaid over a period of thirty-two years. At a forecasted average interest rate of 5.2513%, total interest paid over the life of the debt obligation will be $50,902,707.32. The source of repayment or security for this proposal is the net revenue of the County's water and sewer system. Authorizing this debt or obligation will result in not more than $3,684,540.00 of the County's water and sewer system revenue moneys not being available to finance other services of the County each year for thirty-two years. However, by completing this transaction, the County will have reduced the total debt service to be paid from the net revenues of the County's water and sewer system. Therefore, this financing will not result in additional moneys not being available to finance other services of the County. IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Underwriter this 13th day of April, 1993. WILLIAM R. HOUGH i CO. By: rfw, !''// gu�eAzS� Its: Filtr 11,-e lres,." -C-2-