HomeMy WebLinkAboutIII(B) Resolution No. 99-05, Authorizing The Negotiated Sale Of The Bonds "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER
S.SCOTT VANDERGRIFT
Ocoee COMMISSIONERS
ON
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P•� • 150 N.LAKESHORE DRIVE
v a OCOEE FLORIDA 34761-2258 SCOTT A.GLASS
D NANCY J.PARKER
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j �% CITY MANAGER
e4s of G00v ELLIS SHAPIRO
MEMORANDUM
TO: The Honorable Mayor and City Commissioners
FROM: Wanda B. Horton,Finance Director &Mi
DATE: January 22, 1999
RE: Resolution 99-05—Authorizing the Negotiated Sale of capital Improvement
Refunding Revenue Bonds, Series 1999
Resolution 99-04 authorizing the issuance of Capital Improvement Refunding Revenue Bonds,
Series 1999 was approved at the last commission meeting. The underwriters- SunTrust
Equitable Securities and William R. Hough& Company- are currently marketing the bonds.
A finalized Bond Purchase Contract will be offered by the underwriters at the January 28`"
special meeting. This contract will include the final interest rates and terms for the negotiated
underwriting. Resolution 99-05 was prepared by City Bond Council, Bryant, Miller and Olive,
P.A., and reviewed by the City Attorney. Approval of the Award Resolution will approve the
Bond Purchase Contract setting the actual terms for the Series 1999 Bonds, authorize execution
of the related documents and appoint SunTrust Equitable Securities as the Registrar and Paying
Agent.
Action Requested
Based upon approval of the financial terms by staff and the financial advisor, staff
recommends the Mayor and City Commission adopt Resolution 99-05 and authorize the
Mayor, City Clerk and other staff as indicated in the resolution to execute any and all
documents required to effect the transaction.
APPENDIX C
RESOLUTION 99-.0 5:
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF
$ CITY OF OCOEE, FLORIDA, CAPITAL
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1999; AWARDING.THE SALE THEREOF TO WILLIAM R.
HOUGH & CO. AND SUNTRUST EQUITABLE SECURITIES
CORPORATION, SUBJECT TO THE TERMS AND CONDITIONS
OF A PURCHASE CONTRACT; AUTHORIZING THE
DISTRIBUTION OF A FINAL OFFICIAL STATEMENT IN
CONNECTION WITH THE DELIVERY OF THE BONDS;
APPOINTING A REGISTRAR,PAYING AGENT AND ESCROW
AGENT; PROVIDING FOR. THE FORM OF AND THE
EXECUTION OF AN ESCROW DEPOSIT AGREEMENT;
PROVIDING CERTAIN OTHER MATTERS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Ocoee, Florida (the "Issuer"), has by Resolution 99-0adopted on
January 19, 1999, (the "Resolution"), authorized the issuance of not to exceed $12,000,000 City of
Ocoee, Florida, Capital Improvement Refunding Revenue Bonds, Series 1999, to finance the
refunding of the Refunded Bonds and the Initial Project (as defined in the Resolution); and
WHEREAS, due to the present instability in the market for revenue obligations the interest
on which is excluded from federal gross income, the critical importance of the timing of the sale of
the Bonds, and.due to the willingness'of SunTrust Equitable Securities Corporation and William R.
Hough & Co. (collectively, the."Underwriter") to purchase the City of Ocoee, Florida, Capital
Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1998 Bonds"), at interest rates
favorable to the Issuer, it is hereby determined that it is in the best interest of the public and the Issuer
to sell the Series 1999 Bonds at a negotiated sale; and
WHEREAS, the Underwriter proposes to submit an offer to purchase $
aggregate principal amount of the Series 1999 Bonds, subject to the terms and conditions set forth
in the Bond Purchase Agreement, a copy of which is attached hereto as Exhibit A (the "Purchase
Contract"); and
WHEREAS, the Issuer now desires to sell its Series 1999 Bonds pursuant to the Purchase
Contract and in furtherance thereof to appoint a Registrar, Paying Agent and Escrow Agent, to
approve the form of and the execution of the Escrow Deposit Agreement and to approve the form
of and authorize distribution of a final Official Statement in connection with the issuance of the Series
1999 Bonds; and
WHEREAS, the Issuer has been provided all applicable disclosure information required by
Section 218.385, Florida Statutes, a copy of which is attached to the Purchase Contract; and
NOW, THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF OCOEE, FLORIDA:
. SECTION 1. The negotiated sale of the Series 1998 Bonds to the Underwriter is hereby
approved. The Mayor and the Clerk are hereby authorized to execute the Purchase Contract in
substantially the form attached as Exhibit A, with such additional changes, insertions and omissions
therein as may be approved by the said officers of the Issuer executing the same, such execution to
be conclusive evidence of such approval.
SECTION 2. The Series 1999 Bonds shall be issued in the aggregate principal amount of
$ , shall be dated February 1, 1999, shall be in the denomination of$5,000 or any integral
multiple thereof and shall bear interest on the dates and at the rates and shall mature on the dates, in
the years and amounts as shall be set forth in the Purchase Contract. The Series 1999 Bonds shall
be subject to redemption prior to maturity at the time and in the manner set forth in the Purchase
Contract. The remaining authorized but unissued principal amount of Series 1999 Bonds is hereby
cancelled.
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SECTION 3. The Series 1999 Bonds shall be issued under and secured by the Resolution
and shall be executed by manual or facsimile signature of the Mayor and the City Clerk of the Issuer
in substantially the form set forth in the Resolution, with such additional changes and insertions
therein as shall be approved by the officers of the Issuer executing the same, and such execution and
delivery shall be conclusive evidence of the approval thereof by such officers.
SECTION 4. The distribution by the Underwriter of the Preliminary Official Statement is
hereby ratified. The Preliminary Official Statement has been deemed final as of its date for purposes
of Rule 15c2-12 (the "Rule) of the Securities and Exchange Commission, except for "permitted
omissions," as defined in such Rule by the Mayor which is also hereby ratified.
SECTION 5. The distribution by the Underwriter of a final Official Statement of the Issuer
relating to the Series 1999 Bonds is hereby approved in substantially the form of the Preliminary
Official Statement, together with such changes thereto as may be undertaken pursuant to the terms
of the Bond Purchase Agreement. The Official Statement will be executed by the Mayor, such
execution to be conclusive evidence of approval of the Official Statement in its final form.
SECTION 6. SunTrust Bank, Central Florida, National Association, Orlando, Florida, is
hereby appointed as Registrar and Paying Agent for the Series 1999 Bonds and as the Escrow Holder
under the Escrow Deposit Agreement.
SECTION 7. There is hereby authorized the execution of the Escrow Deposit Agreement
in order to refund the Refunded Bonds in the manner provided therein. Simultaneously with the
delivery of the Series 1998 Bonds to the Underwriter thereof, the Issuer will enter into the Escrow
Deposit Agreement in substantially the form attached hereto as Exhibit B with the Escrow Holder.
At the time the Escrow Deposit Agreement is executed, the Issuer will furnish to the Escrow holder
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appropriate documentation to demonstrate that the sum being deposited with the Escrow holder
pursuant to this Resolution, together with other funds deposited into the escrow account pursuant
to the provisions of the Escrow Deposit Agreement, shall be equal to the Escrow Requirement and
that such moneys and the investments to be made pursuant to the Escrow Deposit Agreement will
be sufficient to produce the moneys required to make all payments described in the Escrow Deposit
Agreement for the full and complete refunding and defeasance of the Refunded Bonds.
SECTION 8. In order to enable the Underwriter to comply with the provisions of the
Securities and Exchange Commission Rule 15c2-12 relating to secondary market disclosure, the
Mayor is hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate,
and the Clerk to attest, in the name and on behalf of the Issuer substantially in the form attached
hereto as Exhibit C with such changes, amendments, omissions and additions as shall be approved
by.the Mayor, his or her execution and delivery thereof being conclusive evidence of such approval.
SECTION 9. The Mayor, the City Manager, the City Clerk, the Finance Director, and the
City Attorney of the Issuer or any other appropriate officers of the Issuer are hereby authorized and
directed to execute any and all certifications, tax returns, or other instruments or documents required
by the Resolution, the Purchase Contract, this Resolution or any other document referred to above
as a prerequisite or precondition to the issuance of the Series 1999 Bonds and any such representation
made therein by officers or representatives of the Issuer shall be deemed to be made on behalf of the
Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the
Series 1999 Bonds is hereby approved, confirmed and ratified.
SECTION 10. All prior resolutions or other actions of the Issuer inconsistent with the
provisions of this Resolution are hereby modified, supplemented and amended to conform with the
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provisions herein contained and except as otherwise modified, supplemented and amended hereby
shall remain in full force and effect.
SECTION 11. This Resolution shall take effect immediately upon its passing.
PASSED AND ADOPTED by the City Commission of the City of Ocoee, Florida, on this
28th day of January, 1999.
ATTEST: APPROVED:
CITY OF OCOEE, FLORIDA
By: By:
Name: Jean Grafton Name: S. Scott Vandergrift
Title: Clerk Title: Mayor
FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY
BY THE CITY OF OCOEE, COMMISSION AT A MEETING
TO FORM AND LEGALITY, AS HELD ON JANUARY 28,
THIS 28 DAY OF JANUARY, 1999 UNDER AGENDA ITEM
1999. NO.
FOLEY&LARDNER
By:
Name: Paul Rosenthal
Title: City Attorney
AND BY:
BRYANT, MILLER AND OLIVE, P.A.
By:
Name: Grace E. Dunlap
Title: Bond Counsel
J:\BONDS\42291BRESOS.WPD .
September 23,1998
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EXEIIBIT A
PURCHASE CONTRACT
[To be provided under separate cover by Nabors, Giblin&Nickerson, P.A.]
EXHIBIT B
•
ESCROW DEPOSIT AGREEMENT
EXHIBIT C
CONTINUING DISCLOSURE CERTIFICATE
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of February 1 , 1999, by and between
the CITY OF OCOEE, FLORIDA (the "Issuer"), and SunTrust Bank, Central Florida, National
Association, a national banking association organized under the laws of the United States of America,
as Escrow Agent, and its successors and assigns(the "Escrow Agent");
WITNES SETH:
WHEREAS,the Issuer has previously authorized and issued its Capital Improvement Revenue
Bonds, Series 1991, a portion of which will be refunded as of the date of delivery of the Bonds (as
hereinafter defined) in the principal amount of $ which mature in the years
(the"Refunded Bonds"), as to which the Total Debt Service for the Refunded Bonds
(as hereinafter defined) is set forth on Schedule A; and
WHEREAS,the Issuer has determined to provide for payment of the Total Debt Service for
the Refunded Bonds by depositing with the Escrow Agent an amount which, together with investment
earnings thereon, is at least equal to such Total Debt Service for the Refunded Bonds; and
WHEREAS, in order to obtain the funds needed for such purpose and for other purposes, the
Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing its Capital
Improvement Refunding Revenue Bonds, Series 1999; and
WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the
provisions hereof shall defease and discharge the Issuer's obligations relating to the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the Issuer and the Escrow Agent agree as follows:
SECTION 1. Definitions. As used herein,the following terms mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means the principal, interest, and redemption premium, if any, on
the Refunded Bonds coming due in a particular year as shown on Schedule A attached hereto and
made a part hereof.
(c) "Bonds" means the $ City of Ocoee, Florida, Capital Improvement
Refunding Revenue Bond, Series 1999, issued under the Resolution.
(d) "Escrow Account" means the account hereby created and entitled Escrow Account
established and held by the Escrow Agent pursuant to this Agreement in which cash and investments
will be held for payment of the principal, interest, and redemption premium, if any, on the Refunded
Bonds as they become due and payable.
(e) "Escrow Agent" means SunTrust Bank, Central Florida,National Association, having its
designated corporate trust office in Orlando, Florida, and its successors and assigns.
(f) "Federal Securities" means any bonds or other obligations which, as to principal and
interest, constitute direct obligations of, or are unconditionally guaranteed as to full and timely •
payment by, the United States of America, none of which permit redemption or prepayment at the
option of the United States of America prior to the dates on which such Federal Securities are
scheduled to mature pursuant to Schedule C attached hereto. The term "Federal Securities" shall not
include money market funds or mutual funds invested in obligations described in this definition.
(g) "Issuer" means the City of Ocoee, Florida, and its successors and assigns.
(h) "Refunded Bonds" means the Issuer's Capital Improvement Revenue Bonds, Series 1991,
a portion of which shall be refunded as of the delivery date of the Bonds in the principal amount of
$ maturing in the years
(i) "Resolution" means Resolution No. 99-04, as amended and supplemented by Resolution
No. , and Resolution No. , relating to the issuance of the Bonds.
(j) "Total Debt Service for the Refunded Bonds" means, as of any date, the sum of the
principal of, redemption premium, if any, and interest remaining unpaid with respect to the Refunded
Bonds in accordance with Schedule A attached hereto.
SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow
Agent for deposit into the Escrow Account, in immediately available funds, which funds the Escrow
Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent separate and
apart from other funds of the Escrow Agent and applied solely as provided in this Agreement. All
of such funds are being derived from proceeds of the Bonds. None of such funds are being derived
from the Debt Service Fund(as that term is defined in the Resolution)related to the Refunded Bonds.
The Issuer represents that the Federal Securities, the interest to be earned thereon, and the
in cash deposited to the Escrow Account (i) are at least equal to the Total Debt Service
for the Refunded Bonds as of the date of such deposit, and (ii) are sufficient to pay principal, interest
and redemption premium on the Refunded Bonds as they become due and payable in accordance with
Schedule A attached hereto.
SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the
sum described in Section 2 and agrees:
(a) to hold the funds and investments purchased pursuant to this Agreement in irrevocable
escrow during the term of this Agreement for the sole benefit of the holders of the Refunded Bonds;
(b) to immediately invest $ of such funds derived from the proceeds of the
Bonds and other legally available funds of the Issuer in the Federal Securities set forth on Schedule
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C attached hereto and to hold such securities and .41¢of such funds in cash in accordance with the
terms of this Agreement;
(c) in the event the securities described on Schedule C cannot be purchased, substitute
securities may be purchased with the consent of the Issuer but only upon receipt of verification from
an independent certified public accountant that the Federal Securities, the interest to be earned
thereon, and the cash deposited in the Escrow Account will not be less than the Total Debt Service
for the Refunded Bonds, and only upon receipt of an opinion of Bryant, Miller and Olive, P.A. that
such securities constitute Federal Securities for purposes of this Agreement; and
(d)there will be no investment of funds except as set forth in this Section 3 and except as set
forth in Section 5.
SECTION 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow
Agent shall transfer to , as successor to
the Paying Agent for the Refunded Bonds(the"Paying Agent"), in immediately available funds solely
from amounts available in the Escrow Account, a sum sufficient to pay that portion of the Annual
Debt Service for the Refunded Bonds coming due on such dates, as shown on Schedule A.
(b) Expenses. The Issuer shall pay the fees and expenses of the Escrow Agent as set forth
on Schedule B attached hereto.
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(c) Surplus. After making the payments from the Escrow Account described in Subsections
4(a)and(b) above, the Escrow Agent shall retain in the Escrow Account any remaining cash in the
Escrow Account in excess of the Total Debt Service for the Refunded Bonds until the termination
of this Agreement pursuant to the terms of Section 13 hereof, and shall then pay any remaining funds
to the Issuer.
(d) Priority of Payments. The holders of the Refunded Bonds shall have an express first
priority security interest in the funds and Federal Securities in the Escrow Account until such funds
and Federal Securities are used and applied as provided in this Agreement.
SECTION 5. Reinvestment. (a) Except as provided in Section 3 and in this Section, the
Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell,
transfer or otherwise dispose of or make substitutions of the Federal Securities held hereunder.
(b) At the written request of the Issuer and upon compliance with the conditions hereinafter
stated, the Escrow Agent shall sell, transfer or otherwise dispose of any of the Federal Securities
acquired hereunder and shall substitute other Federal Securities and reinvest any excess receipts in
Federal Securities. The Issuer will not request the Escrow Agent to exercise any of the powers
described in the preceding sentence in any manner which will cause interest on the Bonds to be
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included in the gross income of the holders thereof for purposes of Federal income taxation. The
transactions may be effected only if(i) an independent certified public accountant selected by the
Issuer shall certify or opine in writing to the Issuer and the Escrow Agent that Federal Securities,
interest to be earned thereon, and cash remaining on hand after the transactions are completed will,
assuming no reinvestment or any earnings, be not less than the Total Debt Service for the Refunded
Bonds, and that reinvestment in such Federal Securities will not postpone the anticipated transfer of
moneys from the Escrow Account to the Paying Agent pursuant to Section 4(a) hereof, and(ii)the
Escrow Agent shall receive an opinion from a nationally recognized bond counsel acceptable to the
Issuer to the effect that the transactions, in and by themselves, will not cause interest on such Bonds
or the Refunded Bonds to be included in the gross income of the holders thereof for purposes of
Federal income taxation and such substitution is in compliance with this Agreement. Subsection 4(c)
above notwithstanding, cash in excess of the Total Debt Service for the Refunded Bonds caused by
substitution of Federal Securities shall, as soon as practical, be paid to the Issuer. Notwithstanding
any provision of this Agreement to the contrary,no forward purchase agreement relating to the future
reinvestment of cash held hereunder shall be executed unless the following condition is met: to the
extent either Moody's Investors Service, Inc., Fitch IBCA, Inc., and/or Standard &Poor's Ratings
Services have an outstanding rating on the Refunded Bonds, at least one of such rating agencies must
give written confirmation that it will not lower or withdraw the rating as a result of the execution of
such forward purchase agreement. In the event of any inconsistency between the terms and
conditions of such forward purchase agreement and this Agreement, the terms and conditions of this
Agreement shall control.
SECTION 6. Redemption or Acceleration of Maturity. The Issuer will not accelerate the
maturity of, or exercise any option to redeem before maturity, any Refunded Bonds, except as set
forth on Schedule A attached hereto.
SECTION 7. Indemnity. To the extent permitted by law and without waiving sovereign
immunity,the Issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and
keep harmless, the Escrow Agent and its respective successors, assigns, agents and servants, from
and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind
and nature which may be imposed on, incurred by,,or asserted against at any time, the Escrow Agent
(whether or not also indemnified against the same by the Issuer or any other person under any other
agreement or instrument) and in any way relating to or arising out of the execution and delivery of
this Agreement and performance by the Escrow Agent of its duties hereunder, including without
limitation, the establishment of the Escrow Account established hereunder, the acceptance of the
funds and securities deposited therein, the purchase of the Federal Securities, the retention of the
Federal Securities or the proceeds thereof and any payment, transfer or other application of funds or
securities by the Escrow Agent in accordance with the provisions of this Agreement; provided,
however, that the .Issuer shall not be required to indemnify the Escrow Agent against its own
negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the
transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The
indemnities contained in this Section shall survive the termination of this Agreement. The Escrow
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Agent shall not be liable for any deficiencies in the amounts necessary to pay the Total Debt Service
for the Refunded Bonds. Furthermore, the Escrow Agent shall not be liable for the accuracy of the
calculation as to the sufficiency of moneys and the principal amount of Federal Securities and the
earnings thereon to pay the Total Debt Service for the Refunded Bonds.
SECTION 8. Responsibilities of Escrow Agent. The Escrow Agent and its respective
successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort,
contract, or otherwise, in connection with the execution and delivery of this Agreement, the
establishment of the Escrow Account,the acceptance of the funds deposited therein, the purchase of
the Federal Securities, the retention of the Federal Securities or the proceeds thereof or for any
payment, transfer or other application of moneys or securities by the Escrow Agent in accordance
with the provisions of this Agreement or by reason of any non-negligent or non-willful act, omission
or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent
shall, however, be responsible for its negligent or willful failure to comply with its duties required
hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and obligations
of the Escrow Agent shall be determined by the express provisions of this Agreement, and no implied
duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent
may consult with counsel,who may or may not be counsel to the Issuer, at the Issuer's expense, and
in reliance upon the opinion of such counsel, shall have full and complete authorization and protection
in respect of any action taken, suffered or omitted by it in good faith in accordance therewith.
Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action under this Agreement, such matter may
be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer.
The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate,
letter or other paper or document believed by it to be genuine and correct and to have been signed
or sent by the proper person or persons.
SECTION 9. Resignation of Escrow Agent. The Escrow Agent may resign and thereby
become discharged from the duties and obligations hereby created, by notice in writing given to the
Issuer, any rating agency then providing a rating on either the Refunded Bonds or the Bonds, and the
Paying Agent for the Refunded Bonds not less than sixty(60) days before such resignation shall take
effect. Such resignation shall not take effect until the appointment of a new Escrow Agent hereunder.
SECTION 10. Removal of Escrow Agent.
(a) The Escrow Agent may be removed at any time by an instrument or concurrent
instruments in writing, executed by the holders of not less than fifty-one percentum (51%) in
aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with
the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the
Bonds and published by the Issuer once in a newspaper of general circulation in the territorial limits
of the Issuer, and in a daily newspaper or financial journal of general circulation in the City of New
York,New York, not less than sixty(60) days before such removal is to take effect as stated in said
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instrument or instruments. A photographic copy of any instrument filed with the Issuer under the
provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent.
(b) The Escrow Agent may also be removed at any time for any breach of trust or for acting
or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of
this Agreement with respect to the duties and obligations of the Escrow Agent by any court of
competent jurisdiction upon the application of the Issuer or the holders of not less than five
percentum(5%)in aggregate principal amount of the Bonds then outstanding, or the holders of not
less than five percentum(5%)in aggregate principal amount of the Refunded Bonds then outstanding.
(c) The Escrow Agent may not be removed until a successor Escrow Agent has been
appointed in the manner set forth herein.
SECTION 11. Successor Escrow Agent.
(a) If, at any time hereafter, the Escrow Agent shall resign, be removed, be dissolved or
otherwise become incapable of acting, or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Agent shall thereupon become vacant. If the position
of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the
Issuer shall immediately appoint an Escrow Agent to fill such vacancy and, upon such appointment,
all assets held hereunder shall be transferred to such successor. The Issuer shall either (i) publish
notice of any such appointment made by it once in each week for four (4) successive weeks in a
newspaper of general circulation published in the territorial limits of the Issuer and in a daily
newspaper or financial journal of general circulation in the City of New York, New York, or(ii) mail
a notice of any such appointment made by it to the holders of the Refunded Bonds within thirty(30)
days after such appointment.
(b) At any time within one year after such vacancy shall have occurred, the holders of a
majority in principal amount of the Bonds then outstanding or a majority in principal amount of the
Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed
by either group of such bondholders and filed with the governing body of the Issuer, may appoint a
successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the
Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the
predecessor Escrow Agent and to the Escrow Agent so appointed by the Bondholders. In the case
of conflicting appointments made by the Bondholders under this paragraph, the first effective
appointment made during the one year period shall govern.
(c) If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing
provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow
Agent, may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such
court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint
a successor Escrow Agent.
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(d) Any corporation or association into which the Escrow Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole, or any corporation or association resulting
from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto,
shall be and become successor Escrow Agent hereunder and vested with all the trust, powers,
discretions, immunities, privileges and all other matters as was its predecessor, without the execution
or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto,
anything herein to the contrary notwithstanding, provided such successor shall have reported total
capital and surplus in excess of$ , provided that such successor Escrow Agent assumes
in writing all the trust, duties and responsibilities of the Escrow Agent hereunder.
SECTION 12. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it
has agreed to accept compensation under the Agreement pursuant to the terms of Schedule B
attached hereto for services to be performed by the Escrow Agent pursuant to this Agreement, plus
out-of-pocket expenses to be reimbursed at cost from legally available funds of the Issuer. The
Escrow Agent shall not be compensated from amounts on deposit in the Escrow Account, and the
Escrow Agent shall have no lien or claim against funds in the Escrow Account for payment of
obligations due it under this Section.
SECTION 13. Term. This Agreement shall commence upon its execution and delivery and
shall terminate when the Refunded Bonds have been paid and discharged in accordance with the
proceedings authorizing the Refunded Bonds, except as provided in Section 7.
SECTION 14. Severability. If any one or more of the covenants or agreements provided in
this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law, notice of such event shall be sent to the
municipal bond insurer(s)for the Refunded Bonds, if any, as well as Moody's Investors Service, Inc.,
Fitch IBCA,Inc. and Standard&Poor's Ratings Services(but only to the extent such agencies have •
a rating outstanding on any of the Refunded Bonds), and while such covenant or agreements herein
contained shall be null and void, they shall in no way affect the validity of the remaining provisions
of this Agreement.
SECTION 15. Amendments to this Agreement. This Agreement is made for the benefit of
the Issuer and the holders from time to time of the Refunded Bonds and the Bonds and it shall not
be repealed, revoked, altered or amended in whole or in part without the written consent of all
holders of Refunded Bonds,the Escrow Agent and the Issuer;provided, however, that the Issuer and
the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements
supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall
not be inconsistent with the terms and provisions of this Agreement, for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
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(b) to grant to, or confer upon,the Escrow Agent,for the benefit of the holders of the Bonds
and the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to, or conferred upon, such holders or the Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall, at its option, be entitled to request, at the Issuer's expense, and rely
exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds
acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to
which any change, modification, addition or elimination affects the rights of the holders of the
Refunded Bonds, or that any instrument executed hereunder complies with the conditions and
provisions of this Section. Prior written notice of such amendments, together with proposed copies
of such amendments, shall be provided to Moody's Investors Service, Inc., Fitch IBCA, Inc., and
Standard&Poor's Ratings Services (but only to the extent such agencies at that time have a rating
outstanding on any of the Refunded Bonds).
SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all
or any of which shall be regarded for all purposes as one original and shall constitute and be but one
and the same instrument.
SECTION 17. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Florida.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by
their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the
date first above written.
CITY OF OCOEE, FLORIDA
(SEAL)
By:
ATTEST: Name: S. Scott Vandergrift
Title: Mayor
By:
Name: Jean Grafton
Title: Clerk
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE, APPROVED
AS TO FORM AND LEGALITY:
FOLEY&LARDNER
By:
Name: Paul Rosenthal
Title: City Attorney
SUNTRUST BANK, CENTRAL FLORIDA
NATIONAL ASSOCIATION,
as Escrow Agent
(SEAL)
By:
Name:
Title:
J:1B ONDS W 2291EDA I.W PD
Jemmy 21,1999
9
SCHEDULE A
TOTAL DEBT SERVICE
Redemption Total Debt
Date Principal Premium Interest Service
SCHEDULE B
PAYMENTS TO BE MADE TO ESCROW AGENT
One time upfront fee of $ at closing plus out-of-pocket expenses not to exceed
SCHEDULE C
SCHEDULE OF FEDERAL SECURITIES
Maturity Date Principal Amount Interest Rate Type