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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