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994-Stifel,Nicolaus & Company $12,450,000 CITY OF SANFORD, FLORIDA Utility System Revenue Refunding Bonds, Series 2003 BOND PURCHASE CONTRACT THIS IS A BOND PURCHASE CONTRACT, dated September 16, 2003 (the "Purchase Contract"), by and between STIFEL, NICOLAUS & COMPANY, INCORPORATED, HAN1FEN IMHOFF DIVISION (the "Underwriter") and the CITY OF SANFORD, FLORIDA (the "City"). Upon execution and delivery of this Purchase Contract, it shall be binding upon the City and the Underwriter. Any capitalized term not conventionally capitalized and not otherwise defined herein shall have the meaning ascribed thereto in the Bond Resolution or the Official Statement (as each is defined herein). SECTION 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Underwriter hereby agrees to purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the City's $12,450,000 aggregate principal amount of Utility System Revenue Refunding Bonds, Series 2003 (the "Series 2003 Bonds"). The Series 2003 Bonds shall be issued in such principal amounts, shall mature on such dates, shall bear such rates of interest, and shall be subject to redemption, all as set forth in Exhibit A attached hereto and incorporated herein by this reference. The purchase price to be paid by the Underwriter to or for the account of the City upon delivery of the Series 2003 Bonds is $12,481,080.50 (the aggregate principal amount of the Series 2003 Bonds, plus Net Original Issue Premium of $82,997.00, less Underwriter's discount of $51,916.50), plus accrued interest on the Series 2003 Bonds of $25,148.00 from the dated date thereof to the date of the payment for and delivery of the Series 2003 Bonds pursuant to Section 8 hereof. The time at which such payment, delivery and other actions contemplated hereby are to take place is hereinafter referred to as the "Closing." SECTION 2. Official Statement. As soon as practicable after the date hereof, and, in any event, no later than September 24, 2003, the City shall deliver to the Underwriter a sufficient number of printed copies (as reasonably requested by the Underwriter, but not to exceed 250 copies) of the final Official Statement dated the date hereof (including the cover page and appendices contained therein, the "Official Statement"), with respect to the Series 2003 Bonds, executed (manually or conformed) by the City in substantially the form of the Preliminary Official Statement (as hereinafter defined) with such changes, amendments, omissions and additions thereto as may be approved by the City Manager and the Underwriter. Execution thereof by the Mayor shall be deemed conclusive evidence of approval of any such changes. SECTION 3. The Series 2003 Bonds. The Series 2003 Bonds shall be as described in, and shall be issued and secured under the provisions of Chapter 159, Part I and Chapter 166, Part II, Florida Statutes and the Master Utility System Bond Resolution adopted as Resolution No. 1944 by the City Commission of the City (the "City Commission") on September 8, 2003 (the "Bond Resolution"). C:\Nr Por tbl\ORLDOCS\SJZ~ l018 7118_5.DOC SECTION 4. Disclosure Statement; Good Faith Deposit. The City acknowledges receipt from the Underwriter of the disclosure statement of the Underwriter required by Section 218.385(6), Florida Statutes, substantially in the form attached hereto as Exhibit B. The Underwriter has delivered to the City herewith by wire transfer to the account of the City the amount of $124,500 as a good faith deposit representing approximately 1% of the par amount of the Series 2003 Bonds. In the event the City does not accept this offer, such good faith deposit shall be immediately returned to the Underwriter by check or wire transfer. If this offer is accepted, the good faith deposit will be held as security for the performance by the Underwriter of its obligations to purchase, to accept delivery of and to pay for the Series 2003 Bonds at the Closing. Upon Closing, the good faith deposit shall be applied toward the purchase price. In the event of failure by the City to deliver the Series 2003 Bonds at the Closing, or if the City shall be unable to satisfy the conditions of the obligations of the Underwriter contained heroin, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, the good faith deposit shall be immediately returned to the Underwriter by check or wire transfer, and such return shall constitute a full release and discharge of all claims by the Underwriter arising out of the transactions contemplated hereby, in the event that the Underwriter fails (other than for reasons permitted hereunder) to accept delivery of and to pay for the Series 2003 Bonds at the Closing, the good faith deposit shall be retained by the City as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriter, and such retention shall constitute a full release and discharge of all claims by the City against the Underwriter arising out of the transactions contemplated hereby. SECTION 5. Public Offering. It shall be a condition to the City's obligations to sell and to deliver the Series 2003 Bonds to the Underwriter and to the Underwriter's obligation to accept delivery of and to pay for the Series 2003 Bonds that the entire aggregate principal amount of the Series 2003 Bonds be issued and delivered by the City at the Closing. The Underwriter agrees to make a bona fide initial public offering of all the Series 2003 Bonds at the prices and yields set forth in Exhibit A hereto, plus interest accrued thereon from the dated date of the Series 2003 Bonds. At the Closing, the Underwriter shall deliver to the City a certificate prepared by Bond Counsel and addressed to the City substantially to the effect that (i) all of the Series 2003 Bonds have been the subject of an initial offering to the public as herein provided, and (ii) not less than ten percent (10%) of each maturity of the Series 2003 Bonds was sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriter or wholesalers) at initial offering prices not greater than the prices shown on the cover of the Official Statement. The Underwriter agrees to make such offering in compliance with all applicable federal and state laws and regulations. SECTION 6. Use of Documents. The City hereby authorizes the use by the Underwriter in connection with the public offering, sale, and distribution of the Series 2003 Bonds of the following documents: (a) the Bond Resolution, as may be amended or supplemented; (b) the Official Statement (including any supplements or amendments thereto); 2 (c) the Preliminary Official Statement, dated September 9, 2003 (including any supplements or amendments thereto) (the "Preliminary Official Statement"); and (d) any other documents requested by the Underwriter related to the transactions contemplated in the Official Statement in connection with the authorization, issuance and delivery of the Series 2003 Bonds to the Underwriter and the public offering and distribution of the Series 2003 Bonds by the Underwriter on behalf of the City. SECTION 7. Representations and Agreements. The City hereby represents and agrees, except as may be set forth otherwise in the Official Statement, as follows: (a) the City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation of the State of Florida (the "State") with the powers and authority set forth in Chapter 159, Part I and Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (herein collectively referred to as the "Act"); (b) the City has full legal right, power, and authority to: (1) issue the Series 2003 Bonds and use the proceeds, together with other legally available moneys of the City, to (i) currently refund all of the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1992 and the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1993 other than such bonds maturing October 1, 2018 and October 1,2021 (collectively, the "Refunded Bonds"); and (ii) finance the costs of issuance of the Series 2003 Bonds including the financial guaranty insurance premium and Reserve Policy premium; (2) adopt the Bond Resolution and perform its obligations thereunder; (3) enter into and perform its obligations under this Purchase Contract, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent Agreement with The Bank of New York Trust Company of Florida, N.A., as Escrow Agent, Paying Agent and Registrar; (4) sell, issue and deliver the Series 2003 Bonds to the Underwriter as provided herein; and (5) carry out and consummate the transactions contemplated by this Purchase Contract, the Continuing Disclosure Certificate, the Bond Resolution, the Escrow Deposit Agreement, the Bond Registrar and Paying Agent Agreement, and the Official Statement; (c) by all necessary official action taken at meetings of the City Commission duly called and held in accordance with applicable law, at which a quorum was present and acting at the relevant times, the City has: (1) approved and adopted the Bond Resolution, which includes a provision approving and authorizing the Preliminary Official Statement prepared with respect to the sale of the Series 2003 Bonds to be published with only such permitted omissions as 3 provided in Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule") and deems final the Preliminary Official Statement for purposes of the Rule and which includes provisions delegating authority and authorizing the Mayor, City Manager, City Attorney, and other officer's of the City to perform all acts and things required of them by the Bond Resolution or desirable or consistent with the requirements thereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2003 Bonds and the Bond Resolution, and authorizes them to execute and deliver all documents which shall be required by Bond Counsel or the Underwriter to effectuate the sale of the Series 2003 Bonds and fulfill all transactions referred to in or contemplated by the Bond Resolution, and the Official Statement, including, but not limited to, execution and delivery of this Purchase Contract, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and such documents and instruments necessary to cause Ambac Assurance Corporation ("Ambac") to insure the Series 2003 Bonds; (2) authorized the execution, delivery and distribution of the Preliminary Official Statement in connection with the offering of the Series 2003 Bonds and authorized the execution, delivery and distribution of the Official Statement in connection with the delivery of the Series 2003 Bonds; (3) duly authorized and approved (A) the execution and delivery of, and the performance by the City of its obligations contained in the Series 2003 Bonds, the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and this Purchase Contract, in connection with the issuance of the Series 2003 Bonds and (B) the consummation by it of all other transactions contemplated to be performed by the City under this Purchase Contract in connection with the issuance of the Series 2003 Bonds, including the execution of the Continuing Disclosure Certificate, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent Agreement; (d) the City, at the time of Closing, will have performed all of its obligations required to be performed at or prior to Closing under this Purchase Contract, the Bond Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and the Bond Resolution; (e) the City has complied with, and at the Closing will be in compliance in all material respects with, the terms of the Act, the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and this Purchase Contract; (f) the Series 2003 Bonds, when issued, authenticated and delivered to the Underwriter in accordance with the Bond Resolution and this Purchase Contract, will constitute valid and binding limited obligations of the City, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' fights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to the exercise of judicial discretion in appropriate cases; 4 (g) with regard to the issuance of the Series 2003 Bonds and the transactions contemplated in the Offficial Statement, to the best knowledge of the undersigned, other than as disclosed in the Official Statement: (1) the City is not in breach of or default of any material provision off (A) any applicable constitutional provision, law or administrative regulation of the City, the State of Florida or the United States of America, or any board, commission or agency of any thereof; (B) any applicable judgment or decree of any court, board, commission, council or agency of the City, the County of Seminole, the State of Florida, or the United States of America; or (C) any loan agreement, indenture, bond, note, resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, including the Bond Resolution or this Purchase Contract; (2) no event has occurred or is continuing which, with the passage of time, the giving of notice, or both, would constitute a material breach of or event of default under any such provisions, laws, regulations, judgments, decrees, or instruments; (3) the execution and delivery of the Series 2003 Bonds, the Continuing Disclosure Certificate, the Escrow Deposit Agreement, the Bond Registrar and Paying Agent Agreement and this Purchase Contract, and the adoption of the Bond Resolution and compliance with the provisions on the City's part contained therein, will not: (A) materially conflict with or constitute a material breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, or (B) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as provided in the Series 2003 Bonds, the Bond Resolution, and as set forth in the Official Statement; and (4) no event has occurred or is continuing which, with the passage of time or the giving of notice, or both, would constitute a default by the City of any material provision under any agreement with regard to the issuance of the Series 2003 Bonds or the undertaking of the transactions contemplated in the Official Statement; (h) all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission, which are required for the due authorization by, or which would constitute a condition precedent to (or the absence of which would materially adversely affect), the due performance by, the City of its obligations under the Bond Resolution, this Purchase Contract or otherwise in connection with the issuance of the Series 2003 Bonds (except for 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 Series 2003 Bonds) have been duly obtained; (i) the Series 2003 Bonds, when issued, executed and delivered in accordance with the Bond Resolution and sold to the Underwriter as provided herein, will be validly issued and outstanding limited obligations of the City, entitled to the benefits of the Bond Resolution; and upon such issuance, execution and delivery, the Bond Resolution will provide for the benefit of the Series 2003 Bond owners from time to time a valid and binding pledge of and lien on the Pledged Revenues on a parity and equal status with (A) any Parity Bonds issued pursuant to the Original Resolution (as defined in the Bond Resolution), (B) the Parity Bonds (as defined herein), (C) any Additional Parity Obligations issued pursuant to the Bond Resolution and (D) any Parity Contract Obligations (as defined in the Bond Resolution), subject only to bankruptcy, insolvency or other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to the exercise of judicial discretion in appropriate cases; O) except as disclosed in the Official Statement, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending against the City or, to the best knowledge of the City, threatened against the City: (1) affecting or seeking to prohibit, restrain or enjoin (A) the sale, issuance or delivery of the Series 2003 Bonds, (B) the collection of the Pledged Revenues or the use of the Pledged Revenues to pay principal and interest on the Series 2003 Bonds or (C) the pledge of and lien on the Pledged Revenues created by the Bond Resolution to secure payment of the Series 2003 Bonds; (2) contesting or affecting (A) the adoption, validity, or enforceability of the Bond Resolution, or (B) the execution, delivery and enforceability of this Purchase Contract, the Continuing Disclosure Certificate, the Escrow Deposit Agreement or the Bond Registrar and Paying Agent Agreement; (3) contesting the exclusion from gross income for federal income tax purposes of interest on the Series 2003 Bonds; (4) contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto; or (5) contesting the existence or powers of the City or its authority (A) to collect the Pledged Revenues, (B) to adopt, enter into, execute and deliver, and perform its obligations under, as the case may be, the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and this Purchase Contract or (C) to issue the Series 2003 Bonds; 6 (k) the City will furnish such information, execute such instruments and take such other action not inconsistent with law or the established policy of the City in cooperation with the Underwriter as the Underwriter or its legal counsel may reasonably request in order to: (1) determine the eligibility of the Series 2003 Bonds for investment 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, (2) qualify the Series 2003 Bonds for offer and sale under the laws of such states and other jurisdictions, and (3) use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2003 Bonds; provided, however, that the City shall not be required to incur any costs or execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction; (1) at the time of the City's acceptance hereof and at all times subsequent thereto up to and including the date of the Closing, other than as disclosed in the Official Statement: (1) the City will not have incurred any long-term debt obligations secured by the Pledged Revenues, other than the Series 2003 Bonds, and (2) position; the City will not have suffered any material adverse change in its financial (m) the Official Statement, including if and as supplemented or amended, as of the date hereof, and at the time of each supplement or amendment thereto, and at all times subsequent thereto up to and including the date of the Closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the cimumstances under which they were made, not misleading (except with respect to information supplied by the Underwriter, as to which no representation or agreement is made); (n) the City will prepare and submit the information report concerning the Series 2003 Bonds required by Section 149(e) of the Internal Revenue Code of 1986, as amended, and any existing or proposed regulations thereunder (the "Code"), by registered mail, return receipt requested, to the Secretary of the Treasury within the time limit provided in the Code; and thereafter, the City will prepare and submit or cause to be submitted any supplement to the information reports which is deemed by Bond Counsel to be necessary or advisable in order to preserve or restore the status of the Series 2003 Bonds under the Code; and the information included in the information reports and any supplement thereto will be true and complete for the purposes for which intended; and (o) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Pumhase Contract, the Series 2003 Bonds will have been duly executed, authenticated and delivered pursuant to the Bond Resolution and will be entitled to the benefit and security of the Bond Resolution. SECTION 8. Closing. Not later than at 1:00 p.m., Eastern Time, on September 25, 2003, or at such other time as may be mutually agreed upon by the City and the Underwriter, the City will, subject to the terms and conditions hereof, deliver the Series 2003 Bonds to The Depository Trust Company ("DTC") for the order of the Underwriter in definitive form, in the form of a single certificate for each maturity thereof payable to "CEDE & Co." as nominee for DTC, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept delivery of and pay the purchase price for the Series 2003 Bonds as set forth in Section 1 hereof in immediately available funds to the order of the City. Delivery and payment shall be made at such place as may be mutually agreed upon by the City and the Underwriter. The definitive Series 2003 Bonds shall be typewritten on safety paper and shall be delivered to DTC, or to the Paying Agent as agent of DTC, at least 48 hours prior to the time set for Closing, or at such other time as may be mutually agreed to by the City and the Underwriter. SECTION 9. Closing Conditions. (a) The Underwriter has entered into this Purchase Contract in reliance upon: (1) the representations and agreements of the City contained herein; (2) the representations and agreements to be contained in the documents and instruments to be delivered at the Closing; and (3) the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. (b) Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of, and to pay for the Series 2003 Bonds is: (1) conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, (2) subject to the following additional conditions, which must be satisfied at or prior to the Closing: (A) the representations of the City contained herein shall be true, complete and correct (i) on the date hereof and (ii) on and as of the date of the Closing, as if made on the date of the Closing; (B) the Bond Resolution, this Purchase Contract, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent Agreement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented; and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; (C) all official actions of the City relating to this Purchase Contract, the Series 2003 Bonds and the Bond Resolution (i) shall be in full force and effect in accordance with their respective terms and (ii) shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriter; and (D) the Underwriter shall have received fully executed originals, or copies, certified under seal of the official custodian of the records in which such documents are filed, of each of the following documents: (i) this Purchase Contract; (ii) the Official Statement and each supplement, amendment or modification, if any, thereto; (iii) the Bond Resolution; (iv) a certificate, dated the date of closing, signed by the Mayor, the City Manager, or other appropriate City officials satisfactory to the Underwriter, Underwriter's Counsel, Disclosure Counsel and Bond Counsel, to the effect that, to the best of their knowledge: (a) the representations of the City herein are tree and correct in all material respects as of the date of Closing; (b) the City has performed all obligations to be performed hereunder as of the date of Closing; (c) proceeds from the sale of the Series 2003 Bonds will be used as contemplated in the Official Statement and the Bond Resolution; (d) since September 30, 2002, no material adverse change has occurred in the financial position or results of operations of the City except as set forth in or contemplated by the Official Statement; (e) the City has not, since September 30, 2002, incurred any material liabilities other than in the ordinary course of business, or as disclosed in the Official Statement; and (f) the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (except with respect to information provided by the Underwriter, DTC or Ambac as to which no representation need be made); (v) a certificate (herein sometimes referred to as the "Tax Compliance Certificate") of the City executed by the Mayor or the City Manager, or other appropriate City officer satisfactory to Bond Counsel, dated as of the date of Closing, setting forth facts, estimates and cimumstances concerning the use or application of the proceeds of the Series 2003 Bonds, and stating in effect that on the basis of such facts, estimates and circumstances in existence on the date of Closing, that is not expected that the proceeds of the Series 2003 Bonds will be used in a manner that would cause the Series 2003 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; (vi) a certificate executed by an authorized officer of The Bank of New York Trust Company of Florida, N.A. (the "Bank"), as the Escrow Agent and as the Bond Registrar and Paying Agent to the effect that: (a) the Bank is a national banking association duly organized and validly existing under the laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida; (b) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to perform its functions under the Bond Resolution, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent Agreement; (c) the performance by the Bank of its functions under the Bond Resolution, the Escrow Deposit Agreement and the Bonds Registrar and Paying Agent Agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order for the Bank to perform its functions under the 10 Bond Resolution and the Bond Registrar and Paying Agent Agreement; and (d) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to their knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Bond Resolution, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent Agreement; (vii) an approving opinion of Bryant Miller & Olive P.A., Orlando, Florida, serving as Bond Counsel to the City, relating to the Series 2003 Bonds, dated the date of the Closing and addressed to the City and the Underwriter, in substantially the form included in the Official Statement as Appendix E; (viii) an opinion of Bryant Miller & Olive P.A., Orlando, Florida, serving as Bond Counsel to the City, dated the date of the Closing and addressed to the City and the Underwriter, to the effect that: (a) the Series 2003 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution and the Bond Registrar and Paying Agent Agreement are exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (b) as Bond Counsel, they have reviewed the statements contained in the Official Statement under the captions "SUMMARY STATEMENT," "INTRODUCTION," "PLAN OF REFUNDING .... THE SERIES 2003 BONDS" (other than information under the caption "Book-Entry Only System"), "SECURITY FOR THE SERIES 2003 BONDS" and "APPENDIX D - The Resolution" (except for the financial and statistical data contained therein as to which no view need be expressed), are accurately and fairly presented; (c) the information on the cover page and in "APPENDIX E - FORM OF BOND COUNSEL OPINION" relating to their opinion and under the heading "TAX MATTERS," including Tax Treamaent of Original Issue Discount and Tax Treatment of Original Issue Premium is accurately and fairly presented; and 11 (d) the descriptions of the Series 2003 Bonds and the Bond Resolution contained in the Official Statement conform in all material respects to the Series 2003 Bonds and the Bond Resolution; (ix) an opinion of Akerman Senterfitt, Orlando, Florida, serving as Disclosure Cotmsel, dated the date of Closing and addressed to the City, substantially to the effect that, as Disclosure Counsel, based upon their participation in the preparation of the Official Statement, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the date of the Closing, nothing has come to their attention causing them to believe that (A) the Official Statement as of its date contained an 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 light of the circumstances under which they were made, not misleading (except for the financial information and statistical data contained in the Official Statement or in the Appendices thereto and the information under the captions "PLAN OF REFUNDING" "THE SERIES 2003 BONDS - Book-Entry Only System .... SECURITY FOR THE SERIES 2003 BONDS Reserve Policy" and "FINANCIAL GUARANTY INSURANCE," as to all of which no view need be expressed), or (B) the Official Statement (as supplemented or amended, if applicable) as of the date of the Closing contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except as aforesaid); (x) a letter from Akerman Senterfitt, Orlando, Florida, dated the date of Closing and addressed to the Underwriter to the effect that the foregoing opinion referred to in paragraph (ix) above and addressed to the City, may be relied upon by the Underwriter to the same extent as if such opinions were addressed to the Underwriter; (xi) an opinion of Stenstrom, Mclntosh, Colbert, Whigham, Reischmann & Partlow P.A., Sanford, Florida, as the City Attorney, dated the date of Closing, and addressed to the City, the Underwriter, Disclosure Counsel and Bond Counsel to the effect that: (a) the City is a duly existing municipal corporation of the State of Florida and has and had good fight and lawful authority under the Constitution and laws of the State and other applicable provisions of law to adopt the Bond Resolution and to authorize and issue the Series 2003 Bonds; (b) this Purchase Contract, the Continuing Disclosure Certificate, the Escrow Deposit Agreement and the Bond Registrar and Paying Agent Agreement have been duly authorized, executed 12 and delivered by the City and, assuming due authorization, execution and delivery thereof by the other parties thereto, each constitutes the valid and binding agreement of the City, enforceable in accordance with its terms, except that the binding effect and enforceability are subject to bankruptcy laws and other laws affecting creditors' rights and to the exercise of judicial discretion; (c) to the best of their knowledge, the information in the Official Statement under the captions "THE SYSTEM," "THE CITY," "LITIGATION," "LEGAL MATTERS," and statements of fact under the captions "CONTINUING DISCLOSURE" and "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," are correct in all material respects and do not omit any statement which, in his opinion, should be included or referred to therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (d) based upon their review of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the date of the Closing, nothing has come to their attention which would lead them to believe that the Official Statement when taken as a whole, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (except for the financial information and statistical data contained in the Official Statement or in the Appendices thereto, as to all of which no view need be expressed); (e) to the best of their knowledge and except as disclosed in the Official Statement, the City is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, including the Bond Resolution, which would have a material, adverse impact on the City's ability to perform its obligations under the Bond Resolution, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default on the part of the City under any such instruments; 13 (f) to the best of their knowledge, adoption of the Bond Resolution, the execution and delivery of the Series 2003 Bonds and this Purchase Contract, and compliance with the provisions on the City's part contained therein and herein, will not conflict with or constitute a breach of or default under any judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such instrument, except as expressly provided in the Series 2003 Bonds and the Bond Resolution; (g) except as disclosed in the Official Statement, 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 their knowledge, threatened against or affecting the City, nor to the best of their knowledge is there any basis for such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by this Purchase Contract and the Official Statement or the validity of the Series 2003 Bonds, and the Bond Resolution; (h) the Bond Resolution has been duly and lawfully adopted and is in full force and effect, and constitutes valid and binding obligation of the City, enforceable in accordance with its terms, except that the binding effect and enforceability are subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity; and (i) the Official Statement has been duly authorized, executed and delivered by the City. (xii) evidence satisfactory to the Underwriter that (a) the Series 2003 Bonds have received ratings of "AAA" and "AAA," respectively, from Standard & Poor's Credit Market Services ("S&P") and Fitch, Inc. ("Fitch") based on the financial guaranty insurance policy issued by Ambac and that such ratings are in effect at Closing and (b) the Series 2003 Bonds have received underlying ratings of A and A+, respectively, from S&P and Fitch and that such ratings are in effect at Closing; 14 (xiii) if required by the Disclosure Counsel, a consent letter from the City's auditors, Cherry, Bekdert & Holland, L.L.P. Orlando, Florida, regarding the use of the City's audited financial statements in the Preliminary Official Statement and Official Statement; and (xiv) such additional legal opinions, certificates, instrtmaents and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. All the opinions, letters, certificates, instruments 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 as to the form and substance as set forth herein. Opinions concerning the validity, binding effect and enforceability of the various agreements referred to above will in each case be deemed to assume and be premised upon the fact that the validity, binding effect and enforceability of the agreement referred to therein may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the enforcement of creditors' rights and remedies generally and (b) the unavailability of or limitation on the availability of, a particular right or remedy, (whether in a proceeding in equity or at law) because of an equitable principle. SECTION 10. Truth in Bonding Statement. The City is proposing to issue $12,450,000 of debt or obligations for the purpose of providing funds, together with other legally available moneys of the City, to (i) currently refund all of the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1992 and the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1993 other than such bonds maturing October 1, 2018 and October 1, 2021 and (ii) finance the costs of issuance of the Series 2003 Bonds including the financial guaranty insurance premium and Reserve Policy premium. This debt or obligation is expected to be repaid within approximately eleven (11) years from proceeds of the Pledged Revenues, with a final maturity date of October 1, 2014. At the interest rates shown on the inside cover of the Official Statement, total interest paid over the life of the debt or obligation will be $2,749,900.00. The Series 2003 Bonds and the interest thereon are secured by and payable solely from (i) the Net Revenues of the System, (ii) Water System Development Charges, (ii) Sewer System Development Charges and (iv) until applied in accordance with the Bond Resolution, the moneys on deposit in the various funds and accounts created pursuant to the Bond Resolution, except (A) as for the Rebate Fund, (B) to the extent moneys therein shall be required to pay the Cost of Operation and Maintenance in accordance with the terms of the Bond Resolution, and (C) to the extent moneys on deposit in a subaccount of the Reserve Fund shall be pledged solely for the 15 payment of the Series of Bonds for which it was established in accordance with the provisions of the Resolution (collectively, the "Pledged Revenues"). The lien of the Series 2003 Bonds on the Pledged Revenues is on a parity with the lien thereon of the City's Water and Sewer Refunding Revenue Bonds, Series 1993 maturing October 1, 2018 and October 1, 2021 (the "Parity Bonds"). The City has granted a lien on Net Revenues of the System junior to the lien thereon of the Series 2003 Bonds to secure several loans in favor of the City administered by the Florida Department of Environmental Protection as part of the State Revolving Loan Fund Program. The Bond Resolution provides that a sum equal to the Reserve Requirement shall be deposited in the Reserve Fund at the time of delivery of the Series 2003 Bonds and shall be used only for the purposes provided in the Bond Resolution. The City has a commitment from Ambac to provide its surety bond (the "Reserve Policy") in connection with the issuance of the Series 2003 Bonds which Reserve Policy will, together with the amounts on deposit in the Reserve Fund, equal the Reserve Requirement for the Series 2003 Bonds and the Parity Bonds. The "Reserve Requirement" is defined as the lesser of (i) the Maximum Bond Service Requirement; (ii) 125% of the Average Armual Bond Service Requirement; or (iii) the largest amount as shall not adversely affect the exclusion of the interest on the Bonds from the gross income for federal income tax purposes. The Bond Resolution also provides that the City may establish by Supplemental Resolution a different Reserve Requirement for an account of the Reserve Fund which secures a Series of Bonds and pledge such account to the payment of such Series of Bonds apart from the pledge otherwise provided by the Bond Resolution. The authorization of this debt or obligation will result in an average of approximately $1,379,096 of Pledged Revenues not being available to the City to finance other projects or services each year for just over eleven (11) years. SECTION 11. Termination. (a) If the City shall be unable to satisfy the conditions precedent to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds contained in this Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be terminated for any reason permitted by this Purchase Contract, then this Purchase Contract shall terminate and, except for the return of the good faith deposit to the Underwriter, neither the Underwriter nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 12 hereof shall continue in full force and effect. (b) The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of, and to pay for the Series 2003 Bonds by notifying the City of its election to do so if, after the execution hereof and prior to the Closing, (1) the marketability of the Series 2003 Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation (A) adopted by the United States, (B) recommended to the Congress for passage by the President of the United States, or (C) favorably reported for passage to either house of the Congress by any 16 committee of such house to which such legislation has been referred for consideration, or by any decision of any court of the United States or by any ruling or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other authority of the United States affecting the federal income tax status of the City, its property or income, or the interest on its bonds (including the Series 2003 Bonds); (2) in the Underwriter's judgment, the marketability of the Series 2003 Bonds or the market price of the Series 2003 Bonds is materially adversely affected because of (a) war involving the United States of America having been declared or there having occurred any conflict involving the armed forces of the United States of America or (b) any other national emergency (including events arising out of acts of terrorism or international calamity having occurred (economic or otherwise); (3) there shall have occurred the declaration of a general banking moratorium by any authority of the United States or the states of New York or Florida and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the Series 2003 Bonds or the market price thereof; (4) an event shall have occurred which, in the opinion of the Underwriter, requires the preparation and publication of a supplement or amendment to the Official Statement and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the Series 2003 Bonds or the market price thereof; (5) there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the City, in either case other than in the ordinary course of its business and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the Series 2003 Bonds or the market price thereof; (6) between the date hereof and the Closing, legislation shall be adopted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of the Underwriter, has the effect of requiting the contemplated distribution of the Series 2003 Bonds to be registered under the Securities Act of 1933, as amended, or of requiring the Bond Resolution to be qualified under the Trust Indenture Act of 1939; (7) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board, shall have been issued or commenced, or any legislation adopted, with the purpose or effect of prohibiting the issuance, offering or sale of the Series 2003 Bonds as contemplated hereby or by the Official Statement or prohibiting the performance by the City of its obligations under this Purchase Contract or the Bond Resolution; (8) the State of Florida shall take any action, or threaten to take any action, which shall question the existence or powers of the City to issue the Series 2003 Bonds. 17 SECTION 12. Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay all expenses incident to the performance of the City's obligations hereunder including, but not limited to: (i) the cost of preparation, printing and delivery of all of the documents referred to in Section 9 hereof including, but not limited to, the Preliminary Official Statement and the Official Statement, but excluding the items set forth in paragraph (b) below; (ii) the cost of preparation and printing of the Series 2003 Bonds; (iii) the fees and disbursements of Bryant, Miller & Olive P.A., as Bond Counsel, Akerman Senterfitt, as Disclosure Counsel; and Stanstrom, McIntosh, Colbert, Whigham, Reischmann & Partlow P.A., as City Attorney; (iv) the fees of the Financial Advisor, Bond Registrar and Paying Agent, Escrow Agent, verification agent and the City's auditor; (v) the fees of the bond insurer, reserve surety policy provider and the rating agencies; (vi) the fees and expenses of any other engineers, accountants, attorneys, and other experts, consultants or advisors retained or utilized by the City in connection with the issuance of the Series 2003 Bonds, including the preparation thereof; (vii) the costs of reproducing all necessary copies of any of the Bond Documents; and (viii) all travel and other out-of-pocket expenses of the City's staff and officials as incurred in connection with the Closing, all such expenses to be paid by the City as issuance costs. In the event and to the extent that the Underwriter has incurred any of the foregoing costs or expenses, the City shall reimburse the Underwriter by issuing a check at Closing to the Underwriter upon presentation of an invoice. (b) the Underwriter shall pay expenses related to the initial purchase and sale of the Series 2003 Bonds as follows: (i) all advertising expenses; (ii) the cost of preparation and printing the blue sky and legal investment surveys with respect to the Series 2003 Bonds, if any; and (iii) all other expenses incurred by them in connection with the public offering of the Series 2003 Bonds, including the fees of legal counsel to the Underwriter. SECTION 13. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City Manager of the City of Sanford, Florida, at City Hall, 300 North Park Avenue, Sanford, Florida 32722 and 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 Stifel, Nicolaus and Company, Incorporated, Hanifen Imhoff Division, 1560 North Orange Avenue, Suite 210, Winter Park, Florida 32789 Attention: Senior Vice President. SECTION 14. Parties in Interest. This Purchase Contract is made solely for the benefit of the City 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 City's representations and agreements contained in Section 7 of this Purchase Contract shall remain operative and in full force and effect, regardless of: (a) any investigations made by or on behalf of the Underwriter; (b) delivery of and payment for the Series 2003 Bonds pursuant to this Purchase Contract; and (c) any termination of this Purchase Contract. SECTION 15. Effectiveness. This Purchase Contract shall become effective upon the acceptance hereof by the City and the execution by the Underwriter and by the designated City officials and shall be valid and enforceable at the time of such execution. 18 SECTION 16. Applicable Law. This Contract shall be construed under the laws of the State of Florida applicable thereto and venue in any action hereunder shall be in Seminole County, Florida. SECTION 17. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. SECTION 18. Execution in Counterparts. This Purchase Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. SECTION 19. Severability. The invalidity or unenforceability of any provision of this Purchase Contract shall not affect the validity or enforceability of the balance of this Purchase Contract. SECTION 20. Waiver or Modification. No waiver or modification of any one or more of the terms and conditions of this Purchase Contract shall be valid unless in writing and signed by the party or parties making such waiver or agreeing to such modification. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 19 1N WITNESS WItEREOF, the undersigned hereby agree to the terms and provisions of this Purchase Contract all as of the day and year first above written. STIFEL, N1COLAUS AND COMPANY, INCORPORATED, HANIFEN IMHOFF DIVISION Gary Akers/~ Senior Vice ~resident Accepted as of the dated first mentioned above: CI~RIDA Mayor ATTEST: City Clerk (SEAL) 10187118v5<ORLDOCS> 20 EXHIBIT A NAME: City of Sanford, Florida Utility System Revenue Refunding Bonds, Series 2003 PRINCIPAL AMOUNT: $12,450,000 DATED DATE: September 1, 2003 INTEREST RATES: See Attached Bond Pricing Schedule INTEREST PAYABLE: April I and October 1, commencing April 1, 2004 DENOMiNATIONS: $5,000 FINAL MATURITY DATE: October 1, 2014 REDEMPTION PROVISIONS: Optional Redemption The Series 2003 Bonds maturing on or prior to October 1, 2013 are not subject to optional redemption by the City prior to their stated dates of maturity. The Series 2003 Bonds maturing on October 1, 2014 are subject to optional redemption prior to their stated date of maturity on October 1, 2013 or on any date thereafter, at the option o£the City, in whole or in part at any time, in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available moneys at a redemption price equal to the principal amount of the Series 2003 Bonds to be redeemed, together with accrued interest to the redemption date, without premium. A-1 Bond Pricing Schedule City of Sanford, Florida Utility System Revenue Refunding Bonds, Series 2003 Maturity Date Amount Rate Yield Price 10/1/2004 920,000 2.000% 1.080% 100.927 10/1/2005 970,000 2.000% 1.270% 101.448 10/1/2006 990,000 2.000% 1.650% 101.025 10/1/2007 1,010,000 2.250% 2.060% 100.728 10/1/2008 1,030,000 3.000% 2.440% 102.628 10/1/2009 1,065,000 3.000% 2.790% 101.155 10/1/2010 1,095,000 3.100% 3.170% 99.562 10/1/2011 1,120,000 3.625% 3.440% 101.286 10/1/2012 1,365,000 3.500% 3.650% 98.855 10/1/2013 1,415,000 4.000% 3.740% 102.154 10/1/2014 1,470,000 3.750% 3.910% 98.578 12,450,000 A-2 Stifel, Nicolaus & Company, Incorporated Hanifen Imhoff Division Exhibit B Disclosure Statement 1560 North Orange Avenue, Suite 210 Winter Park, Florida 32789 407-622.0296 Fax: 407-622.0305 City of Sanford, Florida 300 North Park Avenue Sanford, Florida 32722 September 16, 2003 Re: $12,450,000 City of Sanford, Florida Utility System Revenue Refunding Bonds, Series 2003 Ladies and Gentlemen: In connection with the proposed issuance by City of Sanford, Florida (the "City) of $12,450,000 original aggregate principal amount of its Utility System Revenue Refunding Bonds, Series 2003, referred to above (the "Series 2003 Bonds"), Stifel, Nicolaus and Company, Incorporated, Hanifen Imhoff Division, Winter Park, Florida (the" · ,, Underwriter ) is underwriting a public offering of the Series 2003 Bonds. Arrangements for underwriting the Series 2003 Bonds will include a Bond Purchase Contract (the "Purchase Contract") between the City and the Underwriter, which will embody the terms in respect thereofi The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, certain information with respect to the arrangements contemplated for the underwriting of the Series 2003 Bonds as follows: (A) The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the purchase and reoffering of the Series 2003 Bonds are as set forth in Schedule I attached hereto. (B) There are no "finders" as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance &the Series 2003 Bonds. (C) Subject to the outcome of negotiations of the terms of the Purchase Contract, it is our expectation that based on current market conditions, the underwriting spread (i.e., the difference between the price at which the Series 2003 Bonds will be initially offered to the public by the Underwriter and the price to be paid to the City for the Series 2003 Bonds, exclusive of accrued interest in both cases) will be approximately $4.17 per $1,000 par value of the principal amount of the Series 2003 Bonds. (D) Based on and as part of the estimated underwriting spread set forth in paragraph (C) above, the ' ' Underwriter will char e amana emen o g g t fee of 039% &the Bonds. . principal amount of the Series 2003 MEMBER SIPC AND MEMBERS, NEW YORK STOCK EXCHANGE, INC, CHICAGO AND AMERICAN STOCK EXCHANGES City of Sanford Exhibit B Disclosure Statement September 16, 2003 Page 2 (E) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issue of the Series 2003 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), except as specifically enumerated as expenses to be incurred by the Underwriter in the Purchase Contract, as set forth in Sch~edulel attached hereto. (F) The City is proposing to issue the Series 2003 Bonds for the purpose using the proceeds, together with other legally available moneys of the City, to (i) currently refund all of the C' ' ' lty s outstanding Water and Sewer Refunding Revenue Bonds, Series 1992 and the City's outstanding Water and Sewer Refunding Revenue Bonds, Series 1993 other than such bonds maturing October l, 2018 and October l, 2021 (collectively, the "Refunded Bonds"); and (ii) finance the costs of issuance of the Series 2003 Bonds including the financial guaranty insurance premium and Reserve Policy premium. The Series 2003 Bonds are expected to be repaid over a period of approximately eleven (1 l) years. At a true interest cost of 3.3028085%, the total interest paid over the life of the Series 2003 Bonds will be $2,749,900.00. The source of repayment or security for the Series 2003 Bonds is limited solely to the Pledged Revenues. The lien of the Series 2003 Bonds on the Pledged Revenues is on a parity with the lien thereon of the City's Water and Sewer Refunding Revenue Bonds, Series 1993 maturing October l, 2018 and October 1, 2021 (the "Parity Bonds"). The authorization of this debt or obligation will result in an average of $1,379,096 of Pledged Revenues not being available to the City to finance other projects or services each year for just over eleven (11) years. (G) The name and address of the Underwriter is: Stifel, Nicolaas and Company, Incorporated, Hanifen Imhoff Division 1560 North Orange Avenue Suite 210 Winter Park, Florida 32789 We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes. Very truly yours, STIFEL, NICOLAUS AND COMPANY, INCORPORATED, HANIFEN IMHOFF DIVISION BY: ~'~ ~ - Gary Akers [~ -- Senior Vice ~sident City of Sanford, Florida Schedule I to Exhibit B Underwriter's Estimated Expenses (1) Expenses Underwriter's Counsel Day Loan CUSIP DTC Dalcomp MSRB BMA Courier/Communication/Misc. Total Dollar Amount $7,500.00 373.50 373.50 871.50 622.50 373.50 498.00 871.50 $11,484.00 (1) Based on issue size of $12,450,000