532-CRA $6,000,000
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994A
PURCHASE CONTRACT
July 25, 1994
Community Redevelopment Agency
of the City of Sanford
300 North Park Avenue
Sanford, Florida 32772
The undersigned, J.P. Morgan Securities Inc. (the "Underwriter"), offers to enter
into this agreement with the Community Redevelopment Agency of the City of Sanford,
Florida {the 'Agency"), which, upon the Agency's acceptance of this offer, will be
binding upon the Agency and upon the Underwriter. This offer is made subject to the
Agency's confirmation and acceptance pursuant to a duly adopted resolution or
resolutions of the Agency and the Agency's execution of this Purchase Contract and its
delivery to the Underwriter on or before 11:00 p.m., Sanford, Florida time today or at
such other time and date as are mutually agreed upon by the Agency and the
Underwriter.
1. Upon the terms and conditions and upon the basis of the representations '
set forth in this Purchase Contract, the Underwriter agrees to purchase from the Agency
for offering to the public, and the Agency agrees to sell to the Underwriter for such
purpose, all, but not less than all, of an issue of $6,000,000 Community Redevelopment
Agency of the City of Sanford, Florida, Community Redevelopment Revenue Bonds,
Series 1994A (the "Bonds"). The Bonds shall mature and bear interest as set forth in
the Bond Resolution, as defined herein.
The purchase price of the Bonds shall be $5,794,008.11, which represents
$6,000,000 principal amount of the Bonds net of underwriter's discount in the amount
of $178,700 and original issue discount in the amount of $35,000, plus accrued interest
in the amount of $7,708.11. Other terms of the Bonds shall be as set forth in the
Disclosure Statement attached as EXHIBIT A.
2. The Bonds shall be as described in, and shall be issued pursuant to, the
Agency's Resolution No. 93-2, pertaining to the Bonds, adopted September 27, 1993 as
amended and supplemented on July 11, 1994 and July 25, 1994 (the "Bond
Resolution").
J127829-3
3. The Underwriter agrees to make a bona fide public offering of all the
Bonds at prices not in excess of the initial public offering prices or yields set forth or
reflected on the cover page of the Official Statement, as defined herein.
4. Delivered to the Agency with this Purchase Contract is a certified or bank
eashier's check payable to the order of the Agency in the amount of $61,000. This
check shall not be cashed by the Agency except as hereinafter provided. The check
shall be returned to the Underwriter at the time of payment for and delivery of the
Bonds, as set forth in paragraph 7 of this Purchase Contract (the "Closing"). In the .
event that the Agency does not accept this offer, the cheek sh~r[ 6~"promptly retUrne~l
to the Underwriter. In the event of the Ageney's failure to deliver the Bonds at the
Closing, or if the Agency shall be unable to satisfy the conditions to the obligations of
the Underwriter to purchase and accept delivery of the Bonds as set forth in this
Purchase Contract, or if the obligations of the Underwriter with respect to the Bonds
shall be terminated for any reason permitted by this Purchase Contract, the cheek shall
be promptly returned to the Underwriter and thereafter the Agency shall have no
further liability under this Purchase Contract. In the event that the Underwriter falls
(other than for a reason permitted under this Purchase Contract) to accept and pay for
the Bonds at the Closing as provided in this Purchase Contract, the Agency may cash
the cheek and the principal sum of 861,000 shall be retained by the Agency as and for
full liquidated damages for such failure and for any defaults under this Purchase
Contract on the Underwriter's part. It is understood that in such event the Agency's
actual damages may be greater or may be less than such sum. Accordingly, the
Underwriter waives any right to claim that the Agency's actual damages are less than
such sum, and the Ageney's acceptance of this offer shall constitute a waiver of any
right the Agency may have to additional damages from the Underwriter.
5. At the time of the Agency's acceptance of this Purchase Contract, the'
Agency shall deliver to the Underwriter:
(a) three executed copies of an Official Statement relating to the Bonds,
dated the date hereof (which, together with all appendices and exhibits thereto and
other reports or statements attached thereto or included therein, is called the 'Official
Statement") executed on behalf of the Agency by its Chairman; and
(b) three certified copies of the Bond Resolution, which shall include
confirmation, approval and authorization for execution and delivery of this Purchase
Contract and the Official Statement.
The Agency authorizes any and all of this material, including specifically the
Offi, xcial Statement, the Bond Resolution and the information contained in each thereof,
to be used in connection with the public offering and sale of the Bonds. The Agency ""
consents to the use by the Underwriter prior to the date of this Purchase Contract of the
Preliminary Official Statement of the Agency relating to the Bonds, dated July 21, 1994
(the "Preliminary Official Statement"), in connection with the public offering of the
Bonds. The Agency agrees to furnish such information, execute such instruments and
take such other action in cooperation with the Underwriter as the Underwriter may
deem necessary in order to qualify the Bonds for offering 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 except where such action would
require the Agency to file a general consent to service of process in such jurisdiction or
to comply with any other requirement reasonably believed by the Agency to be unduly
burdensome.
The Agency represents and warrants to the Underwriter that the Preliminary
Official Statement was "deemed final" by the Agency as of the date there0r, except for
the omission of such information which is dependent upofiI 'th~'hnai pacing of tile
Bonds for completion, all as permitted to be excluded by Rule 15c2-12 under the
Securities Exchange Act of 1934 ("Rule 15c2-12"). The Official Statement delivered to
the Underwriter immediately prior to or concurrently herewith is "final" for purposes
of Rule 15c2-12 as of the date hereof. The Underwriter hereby agrees to comply with
all applicable provisions of Rule 15c2-12. The Underwriter hereby agrees to file timely
the Official Statement with a nationally recognized information repository and notify
the Agency of the date of such filing. Unless otherwise notified in writing by the
Underwriter, the Agency can assume that the "end of the underwriting period" for
purposes of Rule 15c2-12 shall be the date of Closing.
The Agency agrees with the Underwriter that while the Bonds are outstanding,
it will provide such information in such manner as may be required pursuant to
applicable rules or regulations of the Securities and Exchange Commission or the
Municipal Securities Rulemaking Board to enable brokers, dealers or municipal
securities dealers to effect transactions in the Bonds in the secondary market.
6. The Agency represents and warrants to the Underwriter' that (i) except
with respect to the information contained under the captions "The Redevelopment
Project Developer," "Municipal Bond Insurance," "Tax Exemption" and
"Underwriting," and except for the information contained in Appendices A and C, and
except for information provided by Seminole Towne Center Limited Partnership (the
"Developer"), any subsidiary of the Developer, or Louik/Schneider & Associates, Inc.,
the Preliminary Official Statement was (except as modified by the Official Statement),
and the Official Statement is, and (except as it may have been modified with the
consent of the Underwriter as described herein) at all times subsequent to the date of
this Purchase Contract up to and including the date of the Closing will be, true and
correct in all material respects; and that the Preliminary Official Statement did not
(except as modified by the Official Statement), and the Official Statement does not and
(except as it may have been modified with the consent of the Underwriter as described
herein) at all times subsequent to the date of this Purchase Contract up to and
ine, luding the date of Closing will not, omit any statement or information which is
necessary to make the statements and information contained in it not misleading in any
material respect; and (ii) the execution and delivery of this Purchase Contract, and
compliance with the provisions of this Purchase Contract and the Bond Resolution will
not conflict with or constitute a breach of or a default under any law or agreement to
which the Agency is subject or by which it is bound.
J1278294 ' 3 ~
7. At 10:30 a.m., Sanford, Florida time, on August 9, 1994 or at such other
time or on such earlier or later business day as shall have been mutually agreed upon
by the Agency and the Underwriter, the Agency will deliver to the Underwriter the
Bonds fully registered and duly executed, bearing CUSIP numbers (provided that
neither the printing of a wrong number on any Bond nor the failure to print a number
thereon shall constitute cause to refuse delivery of any Bond), together with the other
documents mentioned below, and the Underwriter will accept such delivery and pay the
purchase price of the Bonds, as set forth in paragraph i of this Purchase Contract, to
the Agency in Federal funds. Upon that payment at the office of the City of Sanford, ~
300 North Park Avenue, Sanford, Florida 32772 or such othei' pl~'~ as shall have be~n
mutually agreed to by the Agency and the Underwriter, the Agency shall return to the
Underwriter uncashed the check referred to in paragraph 4 of this Purchase Contract
and the Bonds will be delivered to the Underwriter in New York, New York or in such
other place as the Underwriter shall designate 24 hours or more prior to Closing.
8. In the event the Agency determines to issue the Bonds in book-entry form,
the Agency shall deliver to the Underwriter the Bonds in fully registered form, duly
executed and registered in the name of Cede & Co., as nominee of The Depository Trust
Company ("DTC"), and in such denominations as to provide one Bond for each
respective maturity as set forth on the cover page of the Official Statement. Such Bonds
shall be deposited by the Underwriter with DTC in New York, New York, on the date
of the Closing. In addition, at or prior to the Closing, the Underwriter shall receive (a)
an executed copy of the Representations Letter Agreement dated as of the date of the
Closing, from the Agency to DTC (the "Representations Letter"); and (b) a certificate of
an authorized DTC officer acceptable to the Agency and the Underwriter, dated the date
of the Closing and addressed to the Agency and the Underwriter, to the effect that (i)
DTC is a limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within the'
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as
mended; and (ii) attached to such certificate are true and correct copies of the Rules
and By-laws of DTC and such Rules and By-laws have not been amended, modified,
repealed, revoked or otherwise changed and each is in full force and effect as of the date
of such certificate.
9. The obligations of the Underwriter under this Purchase Contract as to the
Bonds are subject to the truth, accuracy and completeness in all material respects of
the representations and warranties of the Agency contained in this Purchase Contract
as of the date of this Purchase Contract and the date of the Closing and to the following
additional conditions:
(a) At the time of the Closing (i) the Bond Resolution shall be in full
force and effect, and shall not have been amended, modified or supplemented since the
date of this Purchase Contract except as may have been agreed to in writing by the
Underwriter, and the Agency shall have duly adopted and there shall be in full force
and effect such additional ordinances or agreements as shall, in the opinion of Bryant,
Miller and Olive, P.A., Bond Counsel, be necessary in connection with the transactions
J127829~3 '4 -
contemplated by this Purchase Contract; and {ii) the representations and warranties of
the Agency contained in this Purchase Contract shall be true, accurate and complete;
(iii) the Agency shall perform or have performed all of its obligations required under or
specified in this Purchase Contract with respect to the Bonds, the Bond Resolution to
be performed at, simultaneously with or prior to the Closing;
(b) the Bonds shall have been duly authorized and executed in
accordance with the provisions of the Bond Resolution;
(c) The Underwriter may terminate this Purcfias~dbntmc{'~vith respect
to the Bonds by notification to the Agency if at any time subsequent to the execution
of this Purchase Contract and at or prior to the Closing, (i) legislation shall be enacted
by the United States Congress or adopted by either House or a Committee of either
House or introduced in either House with an effective date which would make it
applicable to the Bonds, or a decision by a court of the United States or the Tax Court
of the United States shall be rendered, or an officially published ruling, regulation,
proposed regulation or official statement by or on behalf of the Treasury Department
of the United States, the Internal Revenue Service or any other governmental agency
shall be made, with respect to Federal taxation upon revenues or other income of the
general character expected to be derived by the Agency and pledged under the Bond
Resolution or upon interest received on securities of the general character of the Bonds,
or which would have the effect of changing, directly or indirectly, the Federal income
tax consequences of interest on securities of the general character of the Bonds in the
hands of their holders, which in the Underwriter's opinion materially affects the market
price of the Bonds; or (ii) the United States shall have become engaged in hostilities
which have resulted in a declaration of war by the United States or a declaration of a
national emergency by the Executive or Legislative branch of government of the United
States; or {iii) there shall have occurred a general suspension of trading on the New'
York Stock Exchange or the declaration of a general banking moratorium by the United
States or State of Florida or State of New York authorities;
(d) If prior to or within 90 days of the first date on which the Bonds
have been delivered in definitive, fully registered forn~, an event occurs affecting the
Agency or the City of Sanford, which is materially adverse for the purpose for which the
Official Statement is to be used and is not disclosed in the Official Statement, the
Agency shall promptly notify the Underwriter, and if in the opinion of the Agency, the
Underwriter, or counsel acceptable to the Underwriter such event requires a
supplement or amendment to the Official Statement, the Agency will supplement or
amend the Official Statement in a form and in a manner approved by the Underwriter
and counsel to the Underwriter and counsel to the Agency. Such approval by the
Underwriter of a supplement or amendment to the Official Statement shall not preclude
th~ Underwriter from subsequently terminating this Purchase Contract with respect to
the Bonds, and if the Official Statement is amended or supplemented subsequent to the
date of this Purchase Contract with respect to the Bonds, the Underwriter may
terminate this Purchase Contract by notification to the Agency at any time prior to the
Closing if in the reasonable judgment of the Underwriter such amendment or
supplement has or will have a material adverse-effect on the market price of the Bonds.
J127829-3 ' 5 -
(e) At or prior to the Closing, the Underwriter shall receive the
following documents with respect to the Bonds:
(1) A certificate of the Chairman of the Agency, dated the date
of Closing, that the Bond Resolution has not been amended,
revoked, rescinded, or otherwise changed, except as shall
have been agreed to by the Underwriter;
(2) The approving legal opinion as to the Bonds of B...ryant, Miller
and Olive, P.A., Bond Counsel, dated ~'e date of Closing;'
(3) An opinion of Bond Counsel, dated the date of Closing,
addressed to the Agency, with a reliance letter to the
Underwriter, to the effect that (i) the Bonds are not subject
to the registration requirements of the Securities Act of
1933, as amended, and the Bond Resolution is exempt from
qualification pursuant to the Trust Indenture Act of 1939, as
amended; and (ii) the statements in the Official Statement
(or, as it may have been amended or supplemented
pursuant to this Purchase Contract), as of its date and as of
the date of Closing, under the captions "The Series 1994A
Bonds" and "Summary of Certain Provisions of the
Resolution" present fair and accurate summaries of the
provisions of the Bonds and the Resolution purported to be
summarized, and under the caption "Tax Exemption" are
correct;
(4) An opinion of Hopkins & Sutter, counsel to the Underwriter,:'
dated the date of Closing, to the effect that (i) the Bonds are
not subject to the registration requirements of the Securities
Act of 1933, as amended, and the Bond Resolution is exempt
from qualification pursuant to the Trust Indenture Act of
1939, as amended; and (ii) without having undertaken to
determine independently the accuracy or completeness of
the statements contained in the Official Statement based on
their participation in conferences with representatives of the
Agency and the Underwriter, nothing has come to their
attention which leads them to believe that the Official
Statement (or, as it may have been amended or
supplemented pursuant to this Purchase Contract), as of its
date and as of the date of Closing, other than the financial
and statistical data or information regarding DTC and DTC's
book-entry system, contained therein, and other than the
information contained in the Appendices as to which no
opinion is expressed, contains an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements
J127829~ * 6 -
therein, in the light of the circumstances under which they
were made, not misleading;
(5) An opinion of the Attorney for the Agency dated the date of
Closing and addressed to the Underwriter, to the effect that
(i) the Agency is duly created and vaiidly existing body
politic and corporate of the State of Florida; (ii) this Purchase
Contract has been duly confirmed, approved and authorized,
executed and delivered by the Agen?Z., and constitutes an
agreement binding upon the Ager/cy ~'iice0~'dl/nce with its '
tens; (iii) the Bond Resolution is in full force and effect, and
have not been mended, modified or supplemented since the
date of this Purchase Contract; (iv) the execution and
delivery of this Purchase Contract and the Bonds, and
compliance with the provisions of this Purchase Contract,
will not conflict with or constitute a breach of or a default
under any law, administrative regulation, court decree,
ordinance or agreement to which the Agency is subject or by
which it is bound; and (v) other than as set forth in the
Official Statement, no litigation for which the Agency has
received service of process is pending or, to such Attorney's
knowledge, threatened in any court to restrain or enjoin the
issuance or delivery of the Bonds or the collection of
revenues pledged or to be pledged to pay the prineipai or
redemption price, if any, of and interest on the Bonds or in
any way contesting or affecting the validity of the Bonds, the
Bond Resolution, this Purchase Contract or the transactions
contemplated by them. In addition such Attorney shall state~'
in his letter containing the foregoing opinion, or in a
separate letter addressed to the Underwriter and dated the
date of Closing, that he has no reason to believe that the
information contained under the captions "The Agency,"
"The City," "Validation," and "Litigation in the Official
Statement (or, as it may have been amended or
supplemented pursuant to this Purchase Contract) as of its
date and as of the date of Closing contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements in it, in light of the
circumstances under which they were made, not misleading;
(6) A certificate of the Chairman of the Agency dated the date
of Closing to the effect that each of the representations and ' "'
warranties set forth. in this Purchase Contract is true,
accurate and complete in all material respects as of the date
of Closing and each of the agreements of the Agency, as set
forth in this Purchase Contract to be ecruplied with at or
prior to the Closing,' has been complied with;
J1278294 - 7 -
(7) A certificate of the Chairman of the Agency dated the date
of Closing to the effect that, except as set forth in the Official
Statement, no litigation is pending or, to his or her
knowledge, threatened questioning, affecting, or relating to
the issuance, sale, execution or delivery of the Bonds or in
any way contesting or affecting the validity of the Bonds, the
Bond Resolution or the transactions contemplated thereby;
(8) The Representations Letter, duly executed by the parties ,
thereto; ' -- "-"" ' ; '
(9) A certificate of the Clerk and the Chairman of the Agency to
the effect that except with respect to the information
contained under the captions "The Redevelopment Project -
Developer," "Municipal Bond Insurance," "Tax ExemptiOn"
and "Underwriting," and except for the information
contained in Appendices A and C, and except for
information provided by the Developer, any subsidiary of the
Developer, or Louik/Schneider & Associates, Inc.. the
information contained in the Official Statement was, as of its
date, and is, as of the date of the certificate, true and correct
and that the Official Statement does not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(10) A certificate of the General Partner of the Ereveloper to the
effect that the information contained in the Official'
Statement under the captions "The Redevelopment Project,"
"Bondholders' Risks - Competition" and "Bondholders' Risks
- Risks Relating to Towne Center" was, as of the date of the
Official Statement, and is, as of the date of the certificate,
true and correct and that such information does not contain
an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading;
(11) The executed Feasibility Report of Louik/Schneider &
Associates, Inc.;
(12) The executed Surety Bond of AMBAC Indemnity '-
Corporation;
(13) The executed Municipal Bond Insurance Policy of AMBAC
Indemnity Corporation;
(14) The closing certificate of AMBAC Indemnity Corporation;
(15) The opinion of counsel to AMBAC Indemnity Corporation;
(16) Consents from Louik/Schneider & Associates, Inc., George
McElroy & Associates, Inc. and MS Management Associates,
Inc. to the use of their names and the reproduction of
information provided by them in APPENDIX A to the Official
Statement;
{17) A letter from each of Moody's Investors Service, Inc.,
Standard and Poor's Ratings Group and Fitch Investors
Service Inc. indicating such agency has assigned its
municipal bond ratings of 'Aaa," "AAA" and "AAA"
respectively, to the Bonds; and
(18) Such additional certificates, instruments or opinions as the
Underwriter or Bond Counsel may deem reasonably
necessary or desirable to evidence the due authorization,
execution and delivery of the Bonds and the conformity of
the Bonds and the Bond Resolution with their respective
terms as summarized in the Official Statement.
If the Agency shall be unable to satisfy the conditions to the obligations of the
Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter
shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and neither the Underwriter nor the Agency-shall be under
further obligations under this Purchase Contract, except that the amount paid to the 7
Agency pursuant to paragraph 4 of this Purchase Contract shall immediately be
returned to the Underwriter by the Agency and the respective obligations of the Agency
and the Underwriter for payment of expenses, as provided in paragraph 10 of this
Purchase Contract, shall continue in full force and effect. If the Underwriter terminates
this Purchase Contract under the provisions contained herein, it shall do so by written
notice delivered to the Agency at least twenty-four (24) hours prior to such termination.
10. The Underwriter shall be under no obligation to pay, and the Agency shall
pay, any expenses incident to the performance of its obligations hereunder, including,
but not limited to: (a) the fees and disbursements of Bond Counsel and any other
experts or consultants retained by the Agency; (b) the fees of any Paying Agent, Bond
Registrar, Authenticating Agent or Trustee designated by the Agency in connection
with the Bonds; (c) the cost of printing the Bond Resolution together with a reasonable
number of certified copies of the Bond Resolution; (d) the cost of printing and '~ '-
preparation for printing or other reproduction for distribution of the Preliminary Official
Statement, the Official Statement and the Bonds, as well as any postage or shipping
costs incurred in connection with such distribution; and (e) and all other expenses
incurred by the Underwriter in connection with the public offering and distribution of
the Bonds, including without limitation fees and disbursement of rating agencies. The
J127829-3 - 9 -
Underwriter shall pay: (a) the cost of printing of this Purchase Contract, the cost of
printing and distribution of the Preliminary Official Statement, the final Official
Statement and of any Blue Sky Survey and any legal investment memorandum to be
used by it, and Blue Sky registration fees; (b) the fees and disbursements of its counsel;
and (c) all advertising expenses in connection with the public offering of the Bonds.
11. Any notice or other communication to be given to the Agency under this
Purchase Contract may be given by delivering the same in writing to the Community
Redevelopment Agency of the City of Sanford, 300 North Park Avenue, Sanford, Florida
32772, and any notice or other communication to be given to-tHee'UnderWriter Under
this Purchase Contract may be given by delivering the same in writing to J.P. Morgan
Securities Inc., 227 West Monroe Street, Chicago, Illinois 60606, Attention: James M.
Beck.
12. This Purchase Contract is made solely for the benefit of the Agency and
the Underwriter (including the successors or assigns of the Underwriter) and no other
person shall acquire or have any right under or by virtue of this Purchase Contract. All
of the Agency's representations, warranties and agreements in this Purchase Contract
shall, except as otherwise specifically provided herein, remain operative and in full force
and effect, regardless of (a) any investigation made by or on behalf of the Underwriter,
(b) delivery of and payment for the Bonds under this Purchase Contract, and (c) any
termination of this Purchase Contract.
J.P. MORGAN SECURITIES INC. a Underwriter
Confirmed and Accepted: _.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANFORD, FLORIDA
By: c~~' ~
ATTEST: -
J1278294 ' 10 -
EXHIBIT A
$6,000,000
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANFORD, FLORIDA
COMMUNITY REDEVELOPMENT REVENUE BONDS
SERIES 1994A
DISCLOSURE STATEMENT
July 25, 1994 '-' ~ ....
Community Redevelopment Agency
of the City of Sanford, Florida
200 North Park Avenue
2nd Floor
Sanford, Florida 32771-1788
Ladies and Gentlemen:
In connection with the proposed issuance by the Community Redevelopment
Agency of the City of Sanford, Florida (the "Agency") of $6,000,000 principal amount
of the issue of bonds referred to above (the "Bonds"), J.P. Morgan Securities Inc. (the
"Underwriter"), has agreed to underwrite a public offering of the Bonds..4xrangements
for underwriting the Bonds will include a Purchase Contract between the Agency and
the Underwriter.
The purpose of this letter is to furnish, pursuant to the provisions of Sections-
218.385(4), Florida Statutes, as amended, certain information in respect to the
arrangement contemplated for the underwriting of the Bonds, and Section 218.385(2)
and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby,
as follows:
(a) The nature and estimated amount of expenses to be incurred by the
Underwriter and paid by the Underwriter in connection with the purchase and
reoffering of the Bonds are set forth on Schedule I attached hereto.
(b) No person has entered into an understanding with the Underwriter, or to
the knowledge of the Underwriter, with the Agency for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or implied, to
act solely as an intermediary between the Agency and 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, including the management fee,
expected to be realized is as follows:
A-1
Per $1,000
Bond
Average Takedown $ 7.50
Management Fee 5.00
Underwriting .75
Underwriters' Expenses 16.53
Total Underwriting Spread $ 29.78
(d) No other fee, bonus or other compensation is e~tim'~f~d t~ b~~ paid by the
Underwriter in connection with the issuance of the Bonds to any person not regularly
employed or retained by the Underwriter (including any "finder." as defined in Section
218.386(1)(a), Florida Statutes, as amended), except as specifically enumerated as
expenses to be incurred and paid by the Underwriter, asset forth in Schedule I attached
hereto.
(e) The name and address of the Underwriter is set forth below:
J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260
(f) The Agency is proposing to issue $6,000,000 of Bonds for the purpose of
providing funds which, together with other available funds of the Agency will be used
to provide for the acquisition and construction of certain facilities and improvements
in the Seminole Towne Center Redevelopment Area, to make a deposit to the Debt
Service Reserve Account, and pay certain costs of issuance of the BoNds, including a
municipal bond insurance premium. The Bonds are expected to be repaid over a period'
of seventeen years. At a forecasted interest rate of 6.040031% (adjusted for the cost of
bond insurance; the bond yield), total interest paid over the life of the Bonds will be
$4,487,873.06.
(g) The source of repayment or security for the Bonds is the revenues received
by the City of Sanford and deposited in the Redevelopment Fund created pursuant to
Ordinance No. 3160 of the City adopted on June 28, 1993 (the "Pledged Revenues").
Authorizing these Bonds will result in not more than $947,600 of the Pledged Revenues
not being available to finance other services of the Agency each year for the seventeen-
year term of the Bonds.
We understand that you do not require any further disclosure from the
Underwriter, pursuant to Section 218.385(4), Florida Statutes, as amended.
Very truly yours,
J.P. Morgan Securities Inc.
A-2
SCHEDULEI
ESTIMATED UNDERWRITER'S FEE AND ISSUANCE EXPENSES
UNDERWRITERS' DISCOUNT Per Bond DOllarAmount
Management Fee $ 5.00 ..~ $ 30,000
Average Takedown 7.50 ' ""' 45,060
Underwriting 0.75 4,500
Manager's Expenses:
Federal Funds/Day Loan 0.25 1,500
MSRB/PSA 0.07 400
T.I.F. Advisor 1.25 7,500
Uhderwriter's Counsel 9.17 55,000
Out-of-Pocket, Travel,
Communications 2.28 13,700
Clearance 0.52 3,100
DALCOMP 0.21 1,250
Miscellaneous 0.54 3,250
Printing/Mailing 13 500
Total Manager's Expenses 16.53 9~.200
TOTAL UNDERWRITERS' DISCOUNT $29.78 $178,700
J129583-2 A-3