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HomeMy WebLinkAboutIII(A) Pricing Of Bonds "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" -MAYOR•COMMISSIONER S.SCOTT VANDERGRIFT • Ocoee COMMISSIONERS Cr. % _ CITY OF O C OEE DANNY HOWELL 4- �y tifs_ 150 N.LAKESHORE DRIVE SCOTT ANDERSON ► Q SCOTT A.GLASS OCOEE,FLORIDA 34761-2258 NANCY J.PARKER �+ v. (407)656-2322 �4 AN CITY MANAGER 4 Of G 00,~` ELLIS SHAPIRO MEMORANDUM TO: The Honorable Mayor and City Commissioners FROM: Wanda Horton,Finance Directors DATE: January 28, 1999 RE: Bond Purchase Contract- Capital Improvement Refunding Revenue Bonds, Series 1999 Attached is the Bond Purchase Contract which will be presented by our underwriters, SunTrust Equitable Securities and William F. Hough & Company at the•special meeting tonight. The contract outlines the interest rates and terms for the bonds referenced above. The trading desk for SunTrust was very pleased with response to the offerings. The City was able to secure great rates(3.00% to 4.750% with yields from 3.00% to 5.00% in 2028) due to the success of the rating trip in acquiring an underlying "A" rating for this issue. V1/40/VV .L :41 rAA 4ur 4Zb iUZZ - NO ORLANDO 2002/024 CITY OF OCOEE,FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999 BOND PURChIASE CONTRACT January 28, 1999 Mayor and Members of the City Commission City of Ocoee,Florida Dear Mayor and Commission Members: SunTrust Equitable Securities Corporation,on behalf of itself and William R.Hough&Co. (the"Underwriters")offers to enter into the following agreement with the City of Ocoee,Florida(the "City") which, upon your acceptance of this offer, will be binding upon the City and upon the Underwriters. This offer is made subject to your acceptance on or before 11:59 p.m.,E.S.T.,on the date hereof and subject to withdrawal by the Underwriters upon notice to the City at any time prior to the acceptance hereof by you and subject to cancellation by the Underwriters pursuant to Section 8(e)hereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Official Statement(as hereinafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein,the Underwriters hereby agree to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriters for such purpose, all (but not less than all) of the City's S11,405,000 aggregate principal amount of Capital Improvement Refunding Revenue Bonds,Series 1999(the"Series 1999 Bonds"). The Series 1999 Bonds shall be dated as ofJanuary 1, 1999,shall be issued in such principal amounts,bear such rates of interest and mature as set forth in Exhibit"A" attached hereto. Interest on the Series 1999 Bonds shall be payable semi-annually beginning on April 1, 1999,and on each October 1 and April 1 thereafter to maturity or earlier redemption. The aggregate purchase price of the Series 1999 Bonds shall be$11,082,372.45 (which takes into account an original issue discount of S246,049.65 and an Underwriters'discount of$76,577.90). The Series 1999 Bonds initially shall be offered to the public at such prices or yields(including discounts)as indicated on Exhibit"A"attached hereto. The Series 1999 Bonds shall be issued pursuant to and under the authority of, Chapter.166, Part II, Florida Statutes,the Charter of the City and other applicable provisions of law(collectively,the"Act"),and viicoitfb 1G:41 rAA 4UI 44o DULL NGN ORLAND)O l{11003/024 under and pursuant to aResolution adopted by the City Commission of the City on January 19,1999 (the"Resolution")_ The Series 1999 Bonds will be payable solely from,and secured by,a pledge of and lien on legally available local government half-cent sales tax revenues received by the City(the "Sales Tax Revenues") and the Pledged Funds (as defined in the Resolution). The Series 1999 Bonds are being issued to provide funds sufficient,together with other available funds of the City, to:(a)refund the outstanding principal amount of the City's Capital Improvement Revenue Bonds, Series 1991,currently outstanding in the aggregate principal amount of$2,020,000,(b)refinance the outstanding principal amount of the City's Capital Improvement Revenue Promissory Note,Series 1996, currently outstanding in the aggregate principal amount of$4,355,000, (c) finance certain capital improvement projects within the City(collectively,the"Project"), (d)acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1999 Bonds for deposit into a special subaccount in the Reserve Account established for the benefit of the Series 1999 Bonds,and(e)pay the costs of issuance of the Series 1999 Bonds, including the premium on the municipal bond insurance policy. 2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a corporate check of the Underwriters payable to the order of the City in the amount of$114,050 as security for the performance by the Underwriters of their obligation to accept and pay for the Series 1999 Bonds at Closing(as defined herein)in accordance with the provisions hereof. In the event that you accept this offer,said check shall be held uncashed by the City as a good faith deposit. At the .Closing,the check will be returned to the Underwriters. In the event you do not accept this offer, the check shall be immediately returned to the Underwriters. If the Underwriters fail(other than for areason permitted hereunder)to accept and pay for the Series 1999 Bonds at the Closing as provided herein, the check may be cashed by you and the proceeds retained by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriters. In the event that the City fails to deliver the Series 1999 Bonds at the Closing,or if the City is unable at or prior to the date of'Closing to satisfy or cause to be satisfied the conditions to the obligations ofthe Underwriters contained in this Bond Purchase Contract,or if the obligations of the Underwriters contained herein shall be canceled or terminated for any reason permitted by this Bond Purchase Contract,the City shall be obligated to immediately return the check to the Underwriters. 3. Offering. It shall be a condition ofyour obligation to sell and deliver the Series 1999 Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the Series 1999 Bonds,that the entire aggregate principal amount of the Series 1999 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriters at the Closing. The Underwriters agree to make a public offering of all of the Series 1999 Bonds at the initial offering prices (or yields) set forth in Exhibit "A" attached hereto; provided, however, the 2 V1/AO)/Ob lt:4t 1AA 4UI 440 outs_ NGN ORLANI)O I]004/024 Underwriters reserve the right to make concessions to dealers and to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing ofthe Series 1999 Bonds. 4. Preliminary Official Statement and Official Statement. The City hereby confirms that it has heretofore made available to the Underwriters a Preliminary Official Statement ofthe City relating to the Series 1999 Bonds,dated January 22, 1999(which,together with the cover page and appendices contained therein,is herein called the"Preliminary Official Statement"),and authorizes and ratifies the use and distribution thereof to prospective purchasers and investors. Within seven business days of the acceptance hereof by the City (or such shorter period of time to allow the Underwriters to complywith any rules ofthe Municipal Securities Rulemaking Board),the City shall cause to be delivered the final Official Statement, dated the date hereof(which, together with the cover page and appendices contained therein,is herein called the"Official Statement"),executed on behalf of the City by its Mayor in such reasonable numbers of conformed copies as the Underwriters shall request,which shall be sufficient in number to comply with paragraph(b)(3)of Rule 15c2-12 of the Securities and Exchange Commission(17 CFR§240.15c2-12)under the Securities Exchange Act of 1934 and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City,by it acceptance hereof,ratifies and approves the Preliminary Official Statement and the Underwriters' use thereof, and ratifies and approves and authorizes the Underwriters to use the Official Statement and all documents described therein in connection with the public offering and the sale of the Series 1999 Bonds. In accordance with Section 218.385,Florida Statutes,the Underwriters hereby disclose the information required by such Section, including a truth-in-bonding statement, as provided in Exhibit"B" attached hereto. 5. Use of Documents. You hereby authorize the use by the Underwriters of, (a) the Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any supplements or amendments thereto), and (d) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering,sale and distribution of the Series 1999 Bonds. 6. Representations and Agreements. The City hereby represents and agrees as follows: (a) As of the date of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein,in light of the circumstances under which they were made,not misleading; provided,however, that no representation is made regarding the municipal bond insurance policy or any related information. 3 V.L/ coo i4:44 raa Our 4Zo bUZZ NGN ORLANDOa 005/024 (b) Between the date of this Bond Purchase Contract and the time of Closing,the City will not execute any bonds,notes or obligations for borrowed money(other than the Series 1999 Bonds or obligations which pledge neither the full faith and credit of the City nor any portion of the Pledged Funds), without giving prior written notice thereof to the Underwriters. (c) 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,with the powers and authority set • forth in the Act. (d) The City has, and will have at the date of Closing full legal right,power and authority to: (i) enter into this Bond Purchase Contract, (ii) adopt the Resolution, (iii) sell, issue and deliver the Series 1999 Bonds to the Underwriters as provided herein,(iv)acquire and construct the Project, and(v)carry out and consummate the transactions contemplated by this Bond Purchase Contract,the Resolution and the Official Statement; and the City has complied,and at the Closing will be in compliance,in all respects,with the terms of the Act and with the applicable obligations on its part in connection with the issuance of the Series 1999 Bonds contained in the Resolution, the Series 1999 Bonds and this Bond Purchase Contract. (e) • By all necessary official action,the City has duly adopted the Resolution,has • duly authorized and approved the Official Statement,has duly authorized the'acquisition and construction of the Project,has duly authorized and approved the execution and delivery of, and the performance by the City of this Bond Purchase Contract and all other obligations on its part in connection with the issuance of the Series 1999 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Series 1999 Bonds; upon delivery of the Series 1999 Bonds, the Resolution will constitute a legal, valid and binding special obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy,insolvency, and similar laws affecting creditors'rights generally and subject, as to enforceability,to general principles of equity_ (f) When delivered to and paid for by the Underwriters at the Closing in accordance with the provisions of this Bond Purchase Contract,the Series 1999 Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding special obligations of the City in conformity with the Act and the Resolution, and shall be entitled to the benefits of the Resolution,including a prior pledge of and lien upon the Sales Tax Revenues and the Pledged Funds,all in accordance with the provisions of the Resolution,subject to bankruptcy,insolvency,reorganization,moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (g) The adoption of the Resolution and the authorization,execution and delivery of this Bond Purchase Contract and the Series 1999 Bonds, and compliance with the 4 . J. YA. .na, %V I %GV ovLL ivaiv uKLIMA)U 1111 0 0 6/0 2 4 provisions hereof and thereof,will not conflict with,or constitute a breach of or default under any law, administrative regulation, consent decree,ordinance,resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor will such adoption,execution,delivery,authorization or compliance result in the creation or imposition of any lien,charge or other security interest or encumbrance of any nature whatsoever upon the Project or any of the other property or assets of the City, or under the terms of any law, administrative regulation,ordinance,resolution or instrument,except as expressly provided by the Resolution or the Series 1999 Bonds. (h) At the time of Closing,the City will be in compliance in all respects with the applicable covenants and agreements contained in the Resolution; and no event of default and no event which,with the lapse of time or giving of notice,or both,would constitute an event of default under the Resolution will have occurred or be continuing. • (i) Except as provided in the Official Statement, and except for certain permits relating to the Project to be obtained subsequent to the date of this Bond Purchase Contract, all approvals,consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations hereunder or under the Resolution have been obtained and are in full force and effect. (j) The City is lawfully empowered to pledge and grant a lien upon the Pledged Funds. (k) Except as disclosed in the Official Statement, to the best knowledge of the City,as of the date hereof,there is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court, government agency,public board or body,pending or threatened against.the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1999 Bonds or the pledge of and lien on the Sales Tax Revenues and the Pledged Funds,or contesting or affecting the validity or enforceability in any respect relating to the Series 1999 Bonds,the Resolution or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Series 1999 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City,the Commission or any authority for the issuance of the Series 1999 Bonds,the adoption of the Resolution or the execution and delivery by the City of this Bond Purchase Contract. (1) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to (i)qualify the Series 1999 Bonds for offer and sale under the"blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and(ii)determine the eligibility of the Series 1999 Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution 5 01/28/99_ 12:43 FAX 407 426 8022 - NGN ORLANDO LP10U7/0Z4 of the Series 1999 Bonds;provided,however,that the City shall not be required to execute a general or special consent to service ofprocess or qualify to do business in connection with any such qualification or determination in any jurisdiction or expend its own funds with respect to the foregoing. (m) The City will not take or omit to take any action,which action or omission will in any way cause the proceeds from the sale of the Series 1999 Bonds to be applied in a manner contrary to that provided for in the Resolution and as described in the Official Statement. (n) Except as expressly disclosed in the Official Statement,the City neither is nor has been in default any time after December 31, 1975, as to payment of principal or interest with respect to an obligation issued or guaranteed by the City_ (o) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (p) As of its date,the Preliminary Official Statement is hereby deemed"final"by the City for purposes of SEC Rule 15c2-12(b)(1), except for "permitted omissions" as defined in such Rule. (q) If,after the date of this Bond Purchase Contract and until the earlier of(i)90 days from the end of the "underwriting period" (as defined in SEC Rule 15c2-12) or(ii)the time when the Official Statement is available to any person from a nationally recognized repository,but in no case less than 25 days following the end of the underwriting period,any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein,in the light of the circumstances under which they were made,not misleading,the City shall notify the Underwriters thereof,and,if in the reasonable opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its own expense forthwith prepare and furnish to the Underwriters a sufficient number of copies of an amendment of or supplement to the Official Statement(in form and substance satisfactory to counsel to the Underwriters)which will supplement or amend the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. (r) The City shall comply in all respects with the continuing disclosure requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as set forth in the Official Statement and the Resolution. 6 01/28/99 12:43 FAX 407 426 8022 NGN ORLANDO id1 008/024 7. Closing. At 12:00 P.M.,E.S.T.,on February 11,1999,or at such time on such earlier or later date as shall be agreed upon,you will deliver to the Underwriters, at the location and place to be agreed upon by you and the Underwriters, the Series 1999 Bonds in definitive form, duly executed,together with the other documents herein mentioned; and the Underwriters will accept such delivery and pay at such location as may be agreed upon by you and the Underwriters the purchase price of the Series 1999 Bonds as set forth in Section 1 hereof, by immediately available funds, payable to the order of the'City. This delivery and payment is herein called the"Closing_" The Series 1999 Bonds shall be made available to the Underwriters at least one business day before the Closing for purposes of inspecting and packaging. The Series 1999 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriters have entered into this Bond Purchase Contract in reliance upon the representations and warranties of the City herein contained and the performance by the City of its obligations hereunder,both as of the date hereof and as of the time of Closing. The obligations of the Underwriters under this Bond Purchase Contract are and shall be subject to the following conditions: (a) The representations and agreements of the City contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing, as if made on the date of the Closing. (b) At the time of the Closing, the Resolution shall be in full force and effect in accordance with its respective terms and shall not have been amended, modified or supplemented except as amended, modified or supplemented by a resolution or ordinance incorporating the terms of the Series 1999 Bonds and the terms and conditions contained in the municipal bond insurance commitment of the Insurer(as defined herein),and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriters. (c) At the time of Closing,a resolution or ordinance of the City incorporating the terms of the Series 1999 Bonds(or setting forth the parameters under which the Series 1999 Bonds may be sold to the Underwriters) and the terms and conditions contained in the municipal bond insurance commitment of the Insurer shall have been duly adopted by the City Commission. (d) At the time of the Closing,all official action of the City relating to this Bond Purchase Contract and the Series 1999 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended,modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriters. 7 01/28/99 12:4.3 FAX 407 426 8022 NGN ORLANDO 4 009/024 (e) The Underwriters shall have the right to cancel the agreement contained herein to purchase,to accept delivery of and to pay for the Series 1999 Bonds by notifying you in writing of their intention to do so iE (i) . between the date hereof and the Closing,legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of Congress by any Committee of such House, or passed-by either House of Congress, or a decision shall have been rendered by a court of the United States or the United States Tax Court, or a ruling shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service,with respect to the federal taxation of interest received on obligations of the general character of the Series 1999 Bonds, which,in the opinion of counsel for the Underwriters has,or will have,the effect of making such interest subject to inclusion in gross income for purposes of federal income taxation, except to.the extent such interest shall be includable in gross income on the date hereof, or (ii) between the date hereof and the Closing,legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of counsel for the Underwriters, has the effect of requiring the contemplated issuance or distribution ofthe Series 1999 Bonds to be registered under the Securities Act of 1933, as amended, or of requiring any of the Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or (iii) an event described in paragraph (q) of Section 6 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which,in the reasonable opinion of the Underwriters and the financial advisor to the City, materially adversely affects the marketability of the Series 1999 Bonds or the market price thereof, or (iv) in the reasonable opinion ofthe Underwriters and the financial advisor to the City, payment for and delivery of the Series 1999 Bonds is rendered impracticable or inadvisable because(A) trading in securities generally shall have been suspended on the New York Stock Exchange, Inc., or(B) a general banking moratorium shall have been established by Federal,New York or Florida authorities, or(C)the engagement of the United States in a war or other hostilities or the threat of war or other hostilities, or (v) an order,decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board having jurisdiction of the subject matter, shall have been issued or commenced,or any legislation enacted,with the purpose or effect ofprohibiting the issuance,offering or sale of the Series 1999 Bonds as contemplated hereby or by the 8 yiizo/ 14:44 FAA 4U7 4Zti $UZZ NGN ORLANDO a 010/024 Official Statement or prohibiting the adoption of the Resolution or the performance thereof, or (vi) between the date hereof and the Closing, the City has, without the prior written consent of the Underwriters,offered or issued any bonds,notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement,in either case payable from the full faith and credit ofthe City or any portion ofthe Sales Tax Revenues and the Pledged Funds, or (vii) the President of the United States, the Office of Management and Budget, the Department of Treasury, the Internal Revenue Service or any other governmental body,department, agency or commission of the United States or the State of Florida having jurisdiction of the subject matter shall take or propose to take any action or implement or propose regulations, rules or legislation which, in the reasonable judgment of the Underwriters, materially adversely affects the market price of the Series 1999 Bonds or causes any material information in the Official Statement,in light of the circumstances under which it appears,to be misleading in any material respect, or (viii) any executive order shall be announced,or any legislation,ordinance, rule or regulation shall be proposed by or introduced in, or be enacted by any governmental body, department, agency or commission of the United States or the • State of Florida or the State ofNew York,having jurisdiction over the subject matter, or a decision by any court of competent jurisdiction within the United States or within the State of Florida or the State of New York shall be rendered which, in the reasonable judgment of the Underwriters, materially adversely affects the market price of the Series 1999 Bonds or causes any information in the Official Statement to be misleading in any material respect, or (ix) prior to Closing, either(A)Moody's investor Service("Moody's"), Standard &Poor's Ratings Group, a division of The McGraw Hill Companies, Inc_ ("S&P") and Fitch IBCA, Inc. ("Fitch"), shall inform the City or the Underwriters that the Series 1999 Bonds will not be rated at least "Aaa," "AAA," and "AAA," respectively, or (B) Financial Security Assurance (the "Insurer") shall inform the Underwriters or the City that it shall not deliver its municipal bond insurance policy (the"Policy") at the time of Closing, or (x) the rating of any class of security of the City shall have been downgraded or withdrawn by a national credit rating service. 9 Mira/aa 12:44 FAL 407 428 8022 NGN ORLANDO 011/024 (f) At or prior to the date of the Closing, the Underwriters shall receive the following documents: • (i) . The Resolution certified by the City Clerk under seal as having been duly adopted by the City and as being in effect, with only such supplements, modifications or amendments as may have been agreed to by the Underwriters. (ii) Fully executed counterparts of the Official Statement and copies of conformed Official Statements sufficient to satisfy the requirements of Section 4 hereof. (iii) A final approving opinion of Bryant, Miller & Olive, P.A., Bond Counsel to the City, addressed to the City, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix D. (iv) A letter of Bryant, Miller & Olive, PA., addressed to the Underwriters, and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8(f)(iii)hereof may be relied upon by the Underwriters and the Insurer to the same extent as if such opinion were addressed to the Underwriters and the Insurer. • • (v) A supplemental opinion of Bryant, Miller& Olive, P.A., addressed to the City and the Underwriters, and dated the date of Closing, to the effect that (A) the information set forth in the Official Statement under the headings, "INTRODUCTION," "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1999 BONDS," "THE SERIES 1999 BONDS," "TAX EXEMPTION," "CONTINUING DISCLOSURE; and in "APPENDIX C - COPY OF THE RESOLUTION"(other than the financial,statistical and/or demographic information and information concerning the City, the insurer and the Policy included therein as to which no opinion need be expressed),insofar as such information purports to be descriptions or summaries of the Act,the Resolution,the Series 1999 Bonds, or the laws referred to therein, constitute accurate and fair statements or summaries of the matters set forth or the documents referred to therein,and the information under the heading "TAX EXEMPTION" and in APPENDIX C is correct; and(B)the Series 1999 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. (vi) An opinion of Foley&Lardner, Counsel to the City,addressed to the City, the Insurer and the Underwriters, and dated the date of the Closing, in such form and substance acceptable to the Underwriters and Counsel to the Underwriters. 10 Vl/LO/2727 1L j 44 rAA 4U/ 4L0 auzz NGN ORLANDO a 012/024 (vii) A certificate, which shall be true and correct at the time of Closing, signed by the Mayor and the City Manager of the City or such other officials satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that, to the best.of their knowledge and belief(A) the representations and covenants of the City contained herein are true and correct in all material respects and are complied with as of the time of Closing and(B)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(provided, that no opinion need be expressed regarding the information contained therein relating to the Insurer or the Policy). (viii) An opinion of Nabors, Giblin & Nickerson, P.A., Counsel to the Underwriters, addressed to the Underwriters, and dated the date of Closing, substantially to the effect that, with respect to the information in the Official Statement and based upon said firm's participation in the preparation of the Official Statement as counsel to the Underwriters and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement,said firm.has no reason to believe that the Official Statement(except for• the financial and statistical data contained therein,the information therein relating to. the Insurer or the Policy, and Appendices A,B, C,E,F and thereto, as to which no view need be expressed)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 made therein, in light of the circumstances under which they were made, not misleading. (ix) A certificate of an authorized representative of SunTrust Bank, Central Florida,National Association(the"Bank"), as Registrar,Paying Agent and Escrow Agent to the effect that (A) the Bank is a national bank duly organised, validly existing and in good standing 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 execute and perform its functions under the Resolution, (C)the performance by the Bank of its functions under the Resolution 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 to perform its functions under the Resolution 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 his or her 11 V1i x.oi bb 1Z:40 rAA 4ui 4to tsULL NGN ORLANDO [6013/024 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 Resolution. (x) A copy of the Comprehensive Annual Financial Report for the Fiscal Year ended September 30,1998,together with the audit opinion ofMcDirmit,Davis, Lauteria,Puckett,Vogel &Company,P.A.,independent accountants. (xi) The Verification Report of Causey Demgen&Moore Inc., Denver, Colorado, regarding, among other things, the accuracy .of the arithmetical computations of the adequacy of the maturing principal and interest earned on the Federal Securities (as defined in the Escrow Deposit Agreement)to pay when due, the principal of,premium,if any, and interest on the Refunded Bonds. (xii) . The Policy and Surety Bond issued by the Insurer. • (xiii) A letter from McDirmit,Davis,Lauteria,Puckett,Vogel&Company, P.A. to the effect that they are independent certified public accountants engaged by the City and they consent to the use of their name and report in the Official • Statement; • (xiv) A certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriters, concerning the Insurer, the Policy, and the information relating to the Insurer and the Policy contained in the Official Statement, in form and substance satisfactory to Bond Counsel, the Underwriters and counsel to the Underwriters. (xv) A certificate of the Mayor or the City Manager deeming the Preliminary Official Statement"final" as of its date for purposes of Rule 15c2-12; (xvi) A letter ofMoody's to the effect that the Series 1999 Bonds have been assigned a rating no less favorable than"Aaa," a letter of S&P to the effect that the Series 1999 Bonds have been assigned a rating no less favorable than"AAA"and a letter of Fitch to the effect that the Series 1999 Bonds have been assigned a rating no less favorable than"AAA,"each ofwhich such ratings shall be in effect as of the date of Closing; (xvii) A certificate of First Union Capital Markets,a division of Wheat First Securities substantially to the effect that with respect to the information in the Official Statement and based upon their review of the Official Statement as Financial Advisor to the City and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement,said firm has no reason to believe that the Official Statement (except for the information therein 12 Vl/LP/yy 1L:45 FAX 407 4i$ bUZZ NGN ORLANDO 1014/024 relating to the Insurer or the Policy,and the Appendices thereto,as to which no view need be expressed) 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 made therein, in light of the circumstances under which they were made, not misleading. (xviii) Such additional legal opinions, certificates, instruments and other documents as the Underwriters 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 and warranties 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. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series 1999 Bonds contained in this Bond Purchase Contract and the Underwriters do not waive such inability in writing, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 1999 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract,this Bond Purchase Contract shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the Underwriters and neither the Underwriters nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Section 9 hereof shall continue in full force and effect. 9. Expenses. The Underwriters shall be under no obligation to pay, and the City shall pay any expense incident to the performance of the City's obligations hereunder,including,but not limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of preparation and printing of the Series 1999 Bonds;(c)the fees and disbursements of Bond Counsel; (d) the fees and disbursements of the City's certified public accountants; (e) the fees and disbursements of any experts,consultants or advisors retained by the City;(f)fees for bond ratings; (g)the fees and expenses of the Registrar,the Paying Agent; and(h)the costs ofpreparing,printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriters shall pay: (a) the cost of preparing, printing and delivery of this Bond Purchase Contract; (b)the cost of all"blue sky" and legal investment memoranda and related filing fees; (c) the fees and expenses of counsel to the Underwriters; (d) all advertising expenses; and (e) all other expenses incurred by them or any of them in connection with the public offering of the Series 1999 Bonds.In the event that either party shall have paid obligations of the other as set forth in this Section 9,adjustment shall be made at the time of the Closing_ 10. Notices. Any notice or other communication to be given to you under this Bond Purchase Contract may be given by mailing the same to City of Ocoee,Florida,150 North Lakeshore Drive, Ocoee, Florida 34761, to the attention of the City Manager, and any such notice or other 13 01/28/99 12:45 FAX 407 426 8022 NGN ORLANDO 121 015/024 communication to be given to the Underwriters maybe mailed to SunTrust Equitable Securities,200 South Orange Avenue, M/C 0-1102/Tower 10, Orlando, Florida 32801, to the attention of Brent Wilder_ 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the City and the Underwriters and no other party or person shall acquire or have any right hereunder or by virtue hereof. All your representations and agreements in this Bond Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Series 1999 Bonds. 12. Waiver. Notwithstanding any provision herein to the contrary,the performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole discretion, and the approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer or officers of the Underwriters and delivered to you. 13. No Liability. Neither the City Commissioner,nor any of the members thereof,nor any officer, agent or employee thereof, shall be charged personally by the Underwriters with any liability, or held liable to the Underwriters under any term or provision of this Bond Purchase Contract because of its execution or attempted execution,or because of any breach or attempted or alleged breach thereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 14 ui/Z /9 12:45 FAA 407 426 8022 NGN ORLANDO l 016/024 14. Governing Law. This Bond Purchase Contract,and the terms and conditions herein, shall constitute the full and complete agreement between the City and the Underwriters with respect to the purchase and sale of the Series 1999 Bonds. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, SunTrust Equitable Securities Corporation, on behalf of itself and William R. Bough & Co. By: Senior Vice President CITY OF OCOEE, FLORIDA (SEAL) By: S. Scott Vandergrift, Mayor ATTEST: By: Jean Grafton, City Clerk FOR USE AND RELIANCE ONLY THE APPROVED BY THE OCOEE CITY CITY OF OCOEE, FLORIDA APPROVED •COMMISSION AT A MEETING HELD ON AS TO FORM AND LEGALITY THIS JANUARY 1999 UNDER AGENDA DAY OF JANUARY, 1999. ITEM NO. FOLEY&LARDNER By: City Attorney BRYANT, MILLER AND OLIVE,P.A. • By: Bond Counsel 15 01/26/99 12:46 FAX 407 426 8022 NGN ORLANDO Z 017/024 EXHIBIT "A" TERMS OF SERIES 1999 BONDS MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES. AND PRICES OR YIELDS SEE ATTACHED • A-1 01/28/99 12:46 FAX 407 426 8022 NGN ORLANDO 12 018/024 BOND PRICINt3 crrY OF OCOEE, FLORIDA Capital Improvement Refunding &Improvement Revenue ponds. Series 1999 Current Refund of Ser-ies 1996 Bank Note Advance Refund of Series 1991 Capital Improvement Rev.Bonds Fill Sol-ution Final Pricing(2:0-0 pm;1/27/99) -SLOS Escrow-- Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Takedown • Refunding Serial Bonds 1998-2015: 10/01/1999 150,000 3.000% 3.000% 100.000 2.500 10/01/2000 210,000 3.150% 3.150% 100.000 2.500 10/01/2001 215,000 3.350% 3.350% 100.000 3.750 10/01/2002 225,000 3.550% 3.550% 100.000 3.759 10/01/2003 230,000 3.600% 3.600% 100.000 r- 3,f50 10/01/2004 240,000 3.700% 3.700% 100.000 3.750 10/01/2005 250,000 3.750% 3.750% 100.000 3.750 10/01/2006 255,000 3.850% 3.850% 100,000 3.750 10/01/2007 265,000 3.900% 3.950% 99.633 -972.55 3.750 10/01/2008 275,000 3.950% 4.000% 99.599 -1,102.75 3.750 10/01/2009 290,000 4.050% 4.100% 99.568 -1,252-80 3.750 10/01/2010 300,000 4.200% 4.250% 99.540 -I,380.00 5.000 10/01/20I1 315,000 4.300% 4.350% 99.513 -1,534.05 5.000 10/01/2012 325,000 4.400% 4.450% 99.487 -1,667.25 5.000 10/01/2013 340,000 4.500% 4.550% 99.464 -1,822.40 5.000 10/0I/2014 355,000 4.600% 4.650% 99.443 4,977.35 5.000 10/01/2015 370,000 4.700% 4.750% 99.423 -2,134,90 5.000 4,6I 0,000 -13,844.05 Term Bond due 2019: 10/01/2019 1,675,000 4.750% 4.960% 97.300 -45,225.00 5.000 Tenn Bond due 2024: 10/01/2024 2,580,000 4.750% 4.990% 96.543 -89,190.60 5.000 Term Bond due 2028: 10/01/2028 2,540,000 4.750% 5.000% 96.150 -97,790.00 5.000 11,405,000 -246,049.65 • • A-2 Jan 28, 1999 8:36 am Prepared by SvnTrust Equitable Securttics (4.206 Ocaee.C17Y-9811FiJF_6,99 RF2) Page 3 01/28/99 12:46 FAX 407 426 8022 NGN ORLANDO . 0J019/024 Optional Redemption The Series 1999 Bonds maturing on or prior to October 1,2008 are not subject to redemption prior to their respective maturities. The Series 1999 Bonds maturing on or after October 1,2009 are subject to redemption prior to maturity on or after October 1, 2008, at the option of the City, in whole at any time or in part on any interest payment date 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(expressed as a percentage of the principal amount)as set forth in the following table,plus accrued interest to the redemption date. Period During Which Redeemed Redemption (Both dates inclusive) Price October 1, 2008 through September 30,2009 101% October I,2009 and thereafter 100 Mandatory Redemption The Series 1999 Bonds which mature on October 1, 2019 are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the redemption date,beginning on October 1,2016, and on each October 1 thereafter,in the following principal amounts in the years specified: • :Principal October 1 Amount 2016 $390,000 2017 410,000 2018 425,000 2019* 450,000 *Maturity A-3 vli LO/00 1.4.4o retA 4U! 4L0 OUZZ NUN Uk(LANLU lQ 020/024 The Series 1999 Bonds which mature on October 1, 2024 are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal amount thereofplus interest accrued to the redemption date,beginning on October 1,2020, and on each October 1 thereafter, in the following principal amounts in the years specified: Year Principal Amount 2020 $470,000 2021 • 490,000 2022 515,000 2023 540,000 2024 565,000 *Maturity The Series 1999 Bonds which mature on October 1, 2028 are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the redemption date,beginning on October 1,2025 ,and on each October 1 thereafter,in the following principal amounts in the years specified: Year Principal Amount 2025 $590,000 2026 620,000 2027 650,000 2028 680,000 * Maturity A-4 u1/4o/M0 14;40 rAA 4U1 4ZU CUZL NGN ORLANDO U1 021/024 EXHIBIT "B" DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT January 28, 1999 Mayor and Members of the City Commission City of Ocoee,Florida Re: Capital Improvement Refunding Revenue Bonds, Series 1999 Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of • $11,405,000 in aggregate amount of its Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), SunTntst Equitable Securities Corporation and William R. Hough&Co.(collectively,the"Underwriters")areunderwniting a public offering of the Series 1999 Bonds. The purpose of the following paragraphs 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 purchase and sale of the Series 1999 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and re-offering of the Series 1999 Bonds are set forth in Schedule I attached hereto. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, connected with the sale and purchase of the Series 1999 Bonds. (c) . The underwriting spread,the difference between the price at which the Series 1999 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the City for the Series 1999 Bonds, exclusive of accrued interest,will be$6.71 per$1,000 of Series 1999 Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of$4.68 per$1,000 of Series 1999 Bonds issued. B-1 U1/26/98 12:46 FAX 407 426 6022 NGN ORLANDO IJ022/024 (e) No other fee,bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance of the Series 1999 Bonds to any person not regularly employed or retained by the Underwriters(including any"finder"as defined in Section 218.3 86,Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in paragraph(a) above. (f) The name and address of the Underwriters are: SunTrust Equitable Securities Corporation 200 South Orange Avenue M/C 0-1102/Tower 10 Orlando,Florida 32801 William R.Hough& Co. 100 Second Avenue South/Suite 800 St.Petersburg,Florida 33701-4386 The purpose of the following paragraphs are to furnish,pursuant to the provisions of Sections 218.385(2) and(3),Florida Statutes,as amended,the truth-in-bonding statement required thereby, as follows: (a) The City is proposing to issue$11,405,000 of the Series 1999 Bonds for the principal purposes of providing sufficient monies to.(a)refund the outstanding principal amount of the City's Capital Improvement Revenue Bonds, Series 1991,currently outstanding in the aggregate principal amount of$2,020,000(the"Series 1991 Bonds"),(b)refund the outstanding principal amount of the City's Capital Improvement Revenue Promissory Note, Series 1996 in the aggregate principal amount of$4,355,000(the"1996 Note"),(c)finance certain capital improvement projects within the City, (d) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1999 Bonds for deposit into a special subaccount in the Reserve Account established for the benefit of the Series 1999 Bonds, and (e) pay the costs of issuance of the Series 1999 Bonds, including the premium on the municipal bond insurance policy. This obligation is expected to be repaid over a period of approximately 30 years. At the interest rates set forth on Exhibit"A"to the Bond Purchase Contract to which this is attached,total interest paid over the life of the obligation(including accrued interest)will be $9,782,255.63. (b) The source of repayment or security of the Series 1999 Bonds is the Pledged Funds (as defined in the Resolution). Authorizing this debt will result in an average of$712,923.51 of such Sales Tax Revenues and Pledged Funds not being available to finance other services of the City each year for approximately 30 years. B-2 ui/z6iaa 1Z:47 FAX 4u7 42ti 8022 NGN ORLANDO I]023/024 The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Series 1999 Bonds. Very truly yours, SunTrust Equitable Securities Corporation By: Senior Vice President B-3 utizaiaa 1L:4'! rA,i 4u! 420 tluzz 11(N U!(LANDU 411024/024 SCHEDULE 1 UNDERyY111TF.R S DISCOUNT CITY OF OCOEE, FLORIDA Capital Improvement Rebinding &Improvement Revenue Bonds Series 1999 Current R -end of Series 1996 BankNNotte ,Bonds Advance Refund of Series 1991 Capital Improvement Fill Solution Final Pricing(2:00 pin;l/27/99) —SLGS Escrow— Undear/ArisenDiscount S/1000 A?nO unt Average Takedown 40000 53,375,40 Underwriter's Counsel 1.31521 15,000,00 0.40000 4,562.00 Structuring Fee 0.25 57 DALMT,Co�urcications 0.050000.0 1,570,25 DTC,CUSIP 0.05000 570.25 Day Loan 0.13152 1,500.00 Our-of-Pucka use&Miac• 6.71441 76,577.90 • ]an 28,1999 10:17,atn Prepared by StmTYiiar Equitable Seawitiea (4 206 Oeuee:CIT'Y-98RFDP 6199 RF2) Pap 1 CITY OF OCOEE, FLORIDA Pricing Summary $ 11,405,000 CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999 January 28, 1999 Prepared By: F N Capital Markets L� CITY OF OCOEE, FLORIDA $11 ,405,000 CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999 PRICING SUMMARY TABLE Issue Size $11,405,000 Dated Date January 1, 1999 Pricing Date January 27, 1999 Settlement Date February 10, 1999 Insured Ratings AAA/Aaa/AAA (FSA Insured) Underlying Rating Fitch "AAA", Moody's "Aaa", S& P "AAA" Interest Rates/Yields 3.00%-5.00% Maximum Annual Debt Service $714,627.50 Construction Proceeds $11,137,387.10 Net Interest Cost 4.794867% True Interest Cost 4.860752% All in Cost 5.035870% Arbitrage Yield 4.870664% II pN Capital Markets CITY OF OCOEE, FLORIDA $11,405,000 CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999 Term Sheet Maturity Principal($) Interest Rate(%) Yield(%) 1999 $150,000 3.00% 3.00% 2000 210,000 3.15 3.15 2001 215,000 3.35 3.35 2002 225,000 3.55 3.55 2003 230,000 3.60 3.60 2004 240,000 3.70 3.70 -� 2005 250,000 3.75 3.75 I 2006 255,000 3.85 3.85 _ 2007 265,000 3.90 3.95 I 2008 275,000 3.95 4.00 2009 290,000 4.05 4.10 2010 300,000 4.20 4.25 2011 315,000 4.30 4.35 2012 325,000 4.40 4.45 2013 340,000 4.50 4.55 2014 355,000 4.60 4.65 2015 370,000 4.70 4.75 LI 2019 1,675,000 4.75 4.96 2024 2 580 000 4.75 I 4.99 2028 2,540,000 4.75 5.00 -1 F ON Capital Markets CITY OF OCOEE, FLORIDA $11 ,405,000 CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999 OPTIONAL CALL FEATURES Redemption Period Redemption Price October 1,2009-September 30,2010 101% October 1,2010-and thereafter 100% $1,675,000 -2019 TERM BOND REDEMPTION Maturity Principal 2016 390,000 2017 410,000 2018 425,000 2019 450,000 $2,580,000-2024 TERM BOND REDEMPTION Maturity Principal 2020 470,000 2021 490,000 2022 515,000 2023 540,000 2024 565,000 $2,540,000-2028 TERM BOND REDEMPTION Maturity Principal 2025 590,000 2026 620,000 2027 650,000 2028 680,000 F oN Capital Markets c 5 PRELIMINARY OFFICIAL STATEMENT DATED AS OF JANUARY 22,1999 3 d'S NEW ISSUE-BOOK-ENTRY ONLY Moody's:"Aaa" in▪ *' Standard&Poor's:"AAA" i = Fitch IBCA:"AAA" c, c 2 (See"Ratings"herein) o c°� (FSA Insured) o In the opinion of Bond Counsel,assuming compliance by the City with certain covenants in the herein described Resolution, interest on aE 3 the Series 1999 Bonds is excluded from gross income for purposes of Federal income taxation and the Series 1999 Bonds are exempt from all c: 43 present intangible personal property taxes imposed pursuant to Chapter 199,Florida Statutes.See,however, "TAX EXEMPTION"herein for - as 4- 'a a description of certain Federal minimum and other special taxes that may affect the tax treatment of interest on the Series 1999 Bonds. o _ $11,500,000* • CITY OF OCOEE,FLORIDA - E Z o Capital Improvement Refunding Revenue Bonds, .c H Series 1999 mo Dated:January 1,1999 Due:October 1 o,a o (See inside cover) of La 0 The City of Ocoee,Florida Capital Improvement Refunding Revenue Bonds,Series 1999(the"Series 1999 Bonds")are being issued by — H c c the City of Ocoee,Florida(the"City")in fully registered form,without coupons,in denominations of$5,000 or integral multiples thereof in ? R. the name of Cede&Co.,as nominee for The Depository Trust Company("DTC"),an automated depository for securities and clearinghouse - ctA E s for securities transactions.The principal and the premium,if any, on the Series 1999 Bonds will be payable upon surrender of the Series 1999 Bonds at the designated corporate office of SunTrust Bank,Central Florida,National Association,Orlando,Florida,as Registrar and .0 Paying Agent,or its successors.As long as DTC or its nominee,Cede&Co.,is the registered owner of the Series 1999 Bonds,payments of La C principal of,redemption premium,if any,and interest on the Series 1999 Bonds will be made directly to Cede&Co.,which will remit such aci payment to participants of DTC.Such participants will,in turn,remit such payments to the beneficial owners of the Series 1999 Bonds.See E _'v "BOOK-ENTRY ONLY SYSTEM"herein. Interest on the Series 1999 Bonds is payable semi-annually beginning on April 1, 1999 and on c.°-• each October 1 and April 1 thereafter by check or draft mailed by the Paying Agent to the registered owners thereof at the addresses as to ° = shown on the registration books maintained by the Registrar at the close of business on the fifteenth day of the calendar month immediately a °c c' preceding such interest pay ment date or,at the written request and expense of a registered owner by wire transfer. - d The Series 1999 Bonds are being issued pursuant to the Constitution and the laws of the State of Florida,particularly Chapter 166, �9 c'N Part II,Florida Statutes,the Charter of the City and other applicable provisions of law,and under and pursuant to a Resolution adopted by o the City Commission of the City on January 19,1999(the"Resolution"). m m Certain of the Series 1999 Bonds are subject to optional and mandatory redemption prior to maturity as described in o-.0 this Official Statement. o�o of The Series 1999 Bonds are being issued,together with other legally available funds,to:(a)refund the outstanding principal amount of cw co the City's Capital Improvement Revenue Bonds, Series 1991, (b) refinance the outstanding principal amount of the City's Capital c d Improvement Revenue Promissory Note,Series 1996,(c)finance certain capital improvement projects within the City as described herein a• 3 under"THE PROJECT,"(d)acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1999 Bonds for deposit d into a special subaccount in the Reserve Account established for the benefit of the Series 1999 Bonds,and(e)pay the costs of issuance of the H•? d Series 1999 Bonds,including premium on the municipal bond insurance policy. i o v The Series 1999 Bonds and the interest thereon are payable solely from and secured by a prior lien on and pledge of: (a) legally d`o available local government half-cent sales tax revenues received by the City(the"Sales Tax Revenues"),and(b)until applied in accordance +, ,y c uJ C with the provisions of the Resolution,certain moneys,including investments thereof,in certain of the funds and accounts established by the A Resolution(collectively with the Sales Tax Revenues,the"Pledged Funds").Such lien on and pledge of the Pledged Funds will be on a parity aa) 0 with the lien and pledge granted to the holders of any Additional Bonds subsequently issued pursuant to the Resolution. - °2 v=i The Series 1999 Bonds and the interest thereon do not constitute a general indebtedness or general obligation of the •E N F.o City within the meaning of any constitutional,statutory or charter provision or limitation,and the City has not pledged its o- .�« 3 full faith and credit for the payment of the principal of,redemption premium,if any,and interest on the Series 1999 Bonds o E_ a or the making of any reserve or other payments provided for in the Resolution.No Series 1999 Bondholder shall ever have - c 0 s , the right to require or compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or :070 Z' .y• personal property of or in the City,or to use any other funds of the City other than the Pledged Funds,for the payment of mcoc E c °c the principal of,redemption premium,if any,and interest on the Series 1999 Bonds or the making of any reserve or other . E A payments in connection therewith. - .E ;!.=a tow The scheduled payment of principal of and interest on the Series 1999 Bonds when due will be guaranteed under an insurance policy to L $r be issued concurrently with the delivery of the Series 1999 Bonds by FINANCIAL SECURITY ASSURANCE INC. 13 FSA. - c" c This cover page contain9 certain information for quick reference only. It is not a summary of the Series 1999 Bonds.Investors must - Ew c read the entire Official Statement to obtain information essential to the making of an informed investment decision regarding the Series $ c 1999 Bonds. N o The Series 1999 Bonds are offered when,as,and if issued and received by the Underwriters and subject to the receipt of an opinion as to •a u a. the validity of the Series 1999 Bonds and certain other matters by Bryant,Miller and Olive,PA, Tampa, Florida,Bond Counsel. Certain 75•o `o legal matters incident to the issuance and delivery of the Series 1999 Bonds will be passed upon for the City by its counsel,Foley&Lardner, E La to c Orlando,Florida,and for the Underwriters by their counsel,Nabors, Giblin&Nickerson,PA.,Orlando,Florida.The City has retained First o a d c Union Capital Markets,a division of Wheat First Securities,Inc.,Orlando,Florida,as its financial advisor with respect to the issuance of the a" i Series 1999 Bonds.It is expected that the Series 1999 Bonds in definitive form will be available for delivery in New York,New York on or c a 0 H about February 1999. Em L tL o 0 o SunTrust Equitable Securities William H.Hough & Co c « tc�a ,`g Dated:January_,1999 E o a *Preliminary,subject to change i BOND DEBT SERVICE CITY OF OCOEE, FLORIDA Capital Improvement Refunding &Improvement Revenue Bonds . Series 1999 Current Refund of Series 1996 Bank Note Advance Refund of Series 1991 Capital Improvement Rev.Bonds Fill Solution Final Pricing(2:00 pm;1/27/99) -SLGS Escrow-- Prod Bond Total 1 Ending Principal Coupon Interest Debt Service Balance Bond Value 10/01/1999 150,000 3.000% 380,870.63 530,870.63 11,255,000 11,255,000 10/01/2000 210,000 3.150% 503,327.50 713,327.50 11,045,000 11,045,000 10/01/2001 215,000 3.350% 496,712.50 711,712.50 10,830,000 10,830,000 - 10/01/2002 225,000 3.550% 489,5I0.00 714,510.00 10,605,000 10,605,000 10/01/2003 230,000 3.600% 481,522.50 711,522.50 10,375,000 10,375,000 10/01/2004 240,000 3.700% 473,242.50 713,242.50 10,135,000 10,135,000 10/01/2005 250,000 3.750% 464,36250 714,362.50 9,885,000 9,885,000 10/01/2006 255,000 3.850% 454,987.50 709,987.50 9,630,000 9,630,000 10/01/2007 265,000 3.900% 445,170.00 710,170.00 9,365,000 9,365,000 10/01/2008 275,000 3.950% 434,835.00 709,835.00 9,090,000 9,090,000 10/01/2009 290,000 4.050% 423,972.50 713,972.50 8,800,000 8,800,000 10/01/2010 300,000 4.200% 412,227.50 712,227.50 8,500,000 8,500,000 10/01/2011 315,000 4.300% 399,627.50 714,627.50 8,185,000 8,185,000 10/01/2012 325,000 4.400% 386,082.50 711,08250 7,860,000 7,860,000 10/01/2013 340,000 4.500% 371,782.50 711,782.50 7,520,000 7,520,000 10/01/2014 355,000 4.600% 356,482.50 711,482.50 7,165,000 7,165,000 10/01/2015 370,000 4.700% 340,152.50 710,152.50 6,795,000 6,795,000 10/01/2016 390,000 4.750% 322,762.50 712,762.50 6,405,000 6,405,000 __ 10/01/2017 410,000 4.750% 304,237.50 714,237.50 5,995,000 5,995,000 10/01/2018 425,000 4.750% 284,762.50 709,762.50 5,570,000 5,570,000 10/01/2019 450,000 4.750% 264,575.00 714,575.00 5,120,000 5,120,000 1 10/01/2020 470,000 4.750% 243,200.00 713,200.00 4,650,000 4,650,000 10/01/2021 490,000 4.750% 220,875.00 710,875.00 4,160,000 4,160,000 10/01/2022 515,000 4.750% 197,600.00 712,600.00 3,645,000 3,645,000 10/01/2023 540,000 4.750% 173,137.50 713,137.50 3,105,000 3,105,000 10/01/2024 565,000 4.750% 147,487.50 712,487.50 2,540,000 2,540,000 10/01/2025 590,000 4.750% 120,650.00 710,650.00 1,950,000 1,950,000 10/01/2026 620,000 4.750% 92,625.00 712,625.00 1,330,000 1,330,000 1 10/01/2027 650,000 4.750% 63,175.00 713,175.00 680,000 680,000 10/01/2028 680,000 4.750% 32,300.00 712,300.00 11,405,000 9,782,255.63 21,187,255.63 Jan 27,1999 8:56 pm Prepared by SunTrust Equitable Securities (4.206 Ocoee:CITY-98RFDF_6,99_RF2) I