Loading...
HomeMy WebLinkAboutVI (C) Resolution No. 2002-25, Bond Issue - Transportation Refunding Revenue Bonds, Series 2002, Issues to Refund Certain Outstanding Series 1990 Bonds Agenda I1-19-2002 Center of Goodl Item VI C Mayor `tom �ejtlg Commissioners S. Scott Vandergrift ta" ,,,. :IIm Danny dowel], District I 66I '' Scott Anderson, District 2 Cih� Managers ���„/ Rush Johnson. Dishit3 Jim Gleason �. �n t s Nancy J Parker Dish icl 4 The Honorable Mayor and City Commissioners From: Wanda Horton, Finance Director Date: November I I, 2002 Re: Refunding of the S1,325,000 Transportation Refunding and Improvement Revenue Bonds, Series 1990 The City in 1990 issued Transportation Refunding and Improvement Revenue Bonds Series 1990 (the Series 90 Bonds). These bonds were issued to refund the City's outstanding 1987 Transportation Bonds and to Finance the acquisition of rights-of way, design, construction and paving, and related drainage improvements for Clark Road. The bonds arc secured by a lien and pledge of: a) the Local Option Gas Tax and h) the Public Services Taxes. In 1998, the City refunded a portion of the Series 1990 Bonds with the issuance of the $19,255.000 in Transportation Refunding Improvement Revenue Bonds. The Series 98 Bonds advance refunded a portion of the City's 1990 l ransporlation Revenue Bonds, and financed the acquisition of rights-of-way and the design, construction, paving and improvement of certain roads and related drainage improvements within the City including but not limited to Maguire Road and Professional Parkway. These Bonds are also secured by the Local Option Gas Tax and the Public Services Taxes. The Series 90 Bonds are currently outstanding in the aggregate principal amount of$1,325,000 and mature annually through October I, 2015. These bonds have interest rates ranging from 7.30% to 7.50% and arc currently callable. Due to the small amount of remaining principal outstanding on the Series 1990 Bonds and their short maturity, the City's Financial Advisor recommends the City refund the Series 90 Bonds through the use of a traditional fixed rate bank loan instead of a traditional bond underwriting. Based on current interest rates, the City could expect to save under a bank loan approximately $25.000 annually, $350,000over the life and $284,000 on a present value basis. The term of the Series 2002 will remain October I, 2015 and will be on parity with the outstanding Series 98 Bonds. SunTrust has presented to the City various financing proposals to refund the Series 90 Bonds during the past year. Due to volatile market conditions, characteristics of the proposed 2002 Series Bonds and additional savings to he realized from an expeditious sale of the proposed bonds, the financing team recommends that it be in the best interest of the City to accept the offer of SunTrust(as the Purchaser)to purchase the Series 2002 Bonds at a private negotiated sale. Resolution 2002-25 authorizes a) the City of Ocoee to refund the 1990 Transportation Refunding Revenue Bonds($1,325,000)and, b)the issuance of Series 2002 Transportation Refunding Revenue Bonds. Action Requested Staff recommends the City Commission adopt Resolution 2002-25 and authorize the Mayor, City Clerk and Staff to execute all documents necessary to effect the transaction. City of Ocoee • 159 N Lakeshore Drive• Ocoee, Ilorida 5.17G phone: (407)905-3100 • nix: (407)656- 504• cc'r cv.ctoence.n.ex RESOLUTION NO. 2002-25 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA; PROVIDING FOR THE REFUNDING OF THE CITY'S TRANSPORTATION REFUNDING REVENUE BONDS, SERIES 1990, AUTHORIZING THE ISSUANCE BY THE CITY OF NOT TO EXCEED $1,500,000 TRANSPORTATION REFUNDING REVENUE BONDS, SERIES 2002, TO FINANCE THE COST THEREOF; PLEDGING REVENUES DERIVED FROM THE LOCAL OPTION GAS TAX, THE PUBLIC SERVICE TAXES AND CERTAIN INVESTMENT EARNINGS TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH SERIES 2002 BONDS ON PARITY WITH THE CITY'S OUTSTANDING PARITY BONDS; AUTHORIZING THE NEGOTIATED SALE TO SUNTRUST BANK; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR SEVERABILITY OF INVALID PROVISIONS; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: ARTICLE I GENERAL SECTION 1.01. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, the Charter of the City of Ocoee, Chapter 166, Part II, Florida Statutes, Resolution 90-08, as amended and supplemented by Resolutions 90-11 and 98-13 of the City of Ocoee, and other applicable provisions of law. SECTION 1.02. Definitions. When used in this Resolution, capitalized terms not otherwise defined shall be as defined in Resolution 90-08, as amended and supplemented by Resolutions 90-11 and 98-13 of the Issuer, and the following terms shall have the following meanings, unless the context clearly otherwise requires. "Escrow Agent" shall mean a bank with trust powers or a trust company selected and named by the City Manager as a party to the Escrow Deposit Agreement prior to the sale of the Series 2002 Bonds, together with any successors and assigns. "Escrow Deposit Agreement" shall mean an agreement or agreements by and between the Issuer and an Escrow Agent, the purpose of which is to provide for the payment of the Refunded Series 1990 Bonds. Such agreement shall be in substantially the form attached hereto as Exhibit A and incorporated herein by reference. "Original Instrument" shall mean Resolution No. 90-08 adopted by the City Commission on August 21, 1990, as supplemented and amended by Resolution Nos. 90-11 and 98-13 adopted by the City Commission on August 30, 1990 and September 15, 1998, respectively. "Panty Bonds" shall mean the Issuer's Transportation Refunding and Improvement Revenue Bonds, Series 1998. "Principal Office" means, with respect to the Purchaser, 200 South Orange Avenue, Orlando, Florida 32801 or such other office as the Purchaser may designate to the Issuer in writing. "Purchaser" shall mean SunTrust Bank, a Georgia banking association. "Refunded Series 1990 Bonds" shall mean the Issuers outstanding Transportation Refunding and Improvement Revenue Bonds, Series 1990 refunded with the proceeds of the Series 2002 Bonds. A "Series 1998 Bonds" shall mean the Series 1998 Bonds previously authorized and issued which are on parity with the Series 2002 Bonds. "Supplemental 2002 Resolution" shall mean this resolution of the Issuer supplementing the Original Instrument adopted and becoming effective in accordance with the terms of Section 26(F) of the Original Instrument. SECTION 1.03. Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Series 2002 Bonds by those who shall hold the same from time to time, the provisions of this Resolution and the Original Instrument shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Series 2002 Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth and in the Original Instrument to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Series 2002 Bonds. All of the Series 2002 Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Series 2002 Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. Findings. It is hereby ascertained, determined and declared that: (A) The Issuer owns and maintains certain streets, roads, and associated transportation facilities within its corporate limits. (B) No portion of the Public Service Taxes and Local Option Gas Tax are pledged or encumbered in any manner, except with respect to the payment of the Parity Bonds. (C) The Issuer has received an officer from the Purchaser to purchase the Series 2002 Bonds. (D) The Issuer deems it necessary, beneficial and in its best interest to provide for the refunding of the Refunded Series 1990 Bonds. Such refunding will be advantageous to the Issuer because it will allow the Issuer to provide for debt service savings. (E) The estimated sum required for the refunding of the Refunded Series 1990 Bonds will be derived from a portion of the proceeds of the sale of the Series 2002 Bonds, together with certain other legally available funds of the Issuer. (F) A portion of the proceeds of the Series 2002 Bonds shall be deposited with the Escrow Agent pursuant to the Escrow Deposit Agreement, in amounts which, together with earnings thereon, will be sufficient to make timely payments of the interest on and outstanding principal of the Refunded Bonds to their scheduled redemption date. Such funds shall be invested pursuant to the Escrow Deposit Agreement in such investments as will be sufficient to pay such principal and interest. (Cr) The principal of and interest on the Series 2002 Bonds and all other payments provided for in the Original Instrument and this Supplemental 2002 Resolution will be paid solely from the Public Service Taxes and Local Option Gas Tax; and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of, premium, if any, and interest on the Series 2002 Bonds and the Series 2002 Bonds shall not constitute a lien upon any property of the Issuer other than the Pledged Funds. (H) The Issuer adopted this Resolution after a public hearing preceded by at least seven (7) days notice of the hearing and the proposed action by publication in a newspaper of general circulation in the in accordance with the requirements of the Charter of the Issuer. SECTION 1.05. Refunding of Refunded Series 1990 Bonds. The Issuer does hereby authorize the refunding of the Refunded Series 1990 Bonds in accordance herewith. ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2002 BONDS SECTION 2.01. Authorization of Series 2002 Bonds. This Supplemental 2002 Resolution creates an issue of Series 2002 Bonds of the Issuer to be designated as "City of Ocoee, Florida, Transportation Refunding Revenue Bonds". The aggregate principal amount of the Series 2002 Bonds which may be executed and delivered under this Supplemental 2002 Resolution shall not exceed $01,500,000. The Series 2002 Bonds are issued as Additional Parity Obligations on parity with Parity Bonds and are entitled to the full benefit and security of the Original Instrument as Bonds issued thereunder. The Series 2002 Bonds shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America. In no event shall the rate of interest on the Series 2002 Bonds exceed the maximum rate permitted by law. The Series 2002 Bonds shall be dated as of the date of issuance; shall be payable at the Principal Office of the Purchaser and shall contain such redemption provisions and shall mature in such years and amounts as set forth in the form of the Series 2002 Bond. Because of the characteristics of the Series 2002 Bonds, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Series 2002 Bonds, it is in the best interest of the Issuer to accept the offer of the Purchaser, and upon receipt to purchase the Series 2002 Bonds at a private negotiated sale. Prior to the issuance of the Series 2002 Bonds, the Issuer shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, the form of which is attached hereto as Exhibit C. The Mayor and City Manager shall establish the principal amount of the Series 2002 Bonds, so long as it shall not exceed $A1,500,000. Each Series 2002 Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date; provided, however, that if on the date of authentication payment of any interest which is due and payable has not been made, such Series 2002 Bond shall bear interest from the date which interest has been paid. The Series 2002 Bonds shall be delivered on a date agreed upon by the Issuer and the Purchaser, subject to the following terms: (A) Interest Rate. The Series 2002 Bonds shall have a Mixed interest rate of _% (subject to adjustment as described below, the "Interest Rate')AA, or such other rate as may be fixed by subsequent resolution, calculated on a 30/360 day basis and not exceeding the maximum interest rates permitted by the Act. (B) Adjustments to Interest Rate. If (i) the interest on the Series 2002 Bonds becomes includable in the gross income of the Owner for Federal income tax purposes (an "Event of Taxability) because of any amendments to existing law which would adversely affect the Owner's after-tax yield, or (ii) the Series 2002 Bonds shall not be "a qualified tax exempt obligation" as defined in Section 265(b)(3) of the Internal Revenue Service Code of 1986, as amended, then the Owner shall have the right to adjust the Interest Rate in order to maintain the same after-tax yield as if the events in (i) or (ii) had not occurred. This adjustment shall survive payment of the Series 2002 Bonds until such lime as the federal statute of limitations under which the interest on the Series 2002 Bonds could be declared taxable under the Internal Revenue Code of 1986, as amended, shall have expired. For so long as this Series 2002 Bonds is owned by the Owner, the Interest Rate set forth above assumes a maximum corporate tax rate of 35%. In the event of a change in the maximum corporate tax rate, so long as this Series 2002 Bonds is owned by the Owner, or its successors and assigns, the Owner shall have the right to adjust such Interest Rate in order to maintain the same after-tax yield. (C) Final Maturity. The final maturity date of the Series 2002 Bonds shall be AOctober 1, 2015. (D) Prepayment Provisions. The Series 2002 Bonds shall be subject to prepayment at the option of the Issuer in whole or in part on any date at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without penalty. SECTION 2.02. Application of Series 2002 Bond Proceeds. Except as otherwise provided by supplemental resolution of the Issuer, the proceeds derived from the sale of the Series 2002 Bonds, including accrued interest and premium, if any, shall, simultaneously with the delivery of the Series 2002 Bonds to the purchaser or purchasers thereof, be applied by the Issuer as follows: (A) Accrued interest, if any, shall be deposited in the Interest Account and shall be used only for the purpose of paying the interest which shall thereafter become due on the Series 2002 Bonds. (B) A sufficient amount of the Series 2002 Bond proceeds shall be applied to the payment of reasonable and necessary costs and expenses relating to delivery of the Series 2002 Bonds. (C) Unless otherwise provided in a supplemental resolution of the Issuer prior to the issuance of the Series 2002 Bonds, A—the Series 2002 Bonds shall not have a Reserve Requirement nor shall there be established Aany subaccount in the Reserve Account for the benefit of the Series 2002 Bonds. (D) A sum as specified in the Escrow Deposit Agreement of the Issuer shall, together with other legally available funds of the Issuer, if any, be used to defease the Refunded Series 1990 Bonds by depositing such sums of money for investment in appropriate Acquired Obligations pursuant to the Escrow Deposit Agreement so as to produce sufficient funds to make all the payments described in such Escrow Deposit Agreement. At the lime of execution of such Escrow Deposit Agreement, the Issuer shall furnish to the Escrow Agent named therein appropriate documentation to demonstrate that the sums being deposited and the investment to be made will be sufficient for such purposes. Simultaneously with the issuance of the Series 2002 Bonds, the Issuer shall enter into an Escrow Deposit Agreement substantially in the form attached hereto as Exhibit A with the Escrow Agent. Such escrowed funds shall be kept separate and apart from all other funds of the Issuer and the moneys on deposit under the Escrow Deposit Agreement shall be withdrawn, used and applied by the Escrow Agent solely for the purposed set forth in the Escrow Deposit Agreement. SECTION 2.03 Funds and Accounts Secure Holders of the Series 2002 Bonds; ANo Reserve FundA. The funds and accounts created pursuant to Section 18 of the Original Instrument shall be for the equal benefit and use of the Series 2002 Bonds as Additional Parity Obligations, provided, however, that the previous accounts in the Reserve Account established for those particular Series of Bonds solely secures such Series of Bonds. The deposits required in Section 18 of the Original Instrument shall be calculated commencing with the month in which the Series 2002 Bonds are delivered to provide for such deposits to reflect the issuance of the Series 2002 Bonds. A SECTION 2.04. Execution of Series 2002 Bonds. The Series 2002 Bonds shall be signed by or bear the facsimile signatures of the Mayor and the Clerk and a facsimile or an original impression of the official seal of the Issuer shall be imprinted on the Series 2002 Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2002 Bond shall cease to be such officer before the delivery of such Series 2002 Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has remained in office until such delivery. Any Series 2002 Bond may bear the original or facsimile signature of such persons who, on the date of the execution of such Series 2002 Bond, shall be the proper officers to sign such Series 2002 Bond although on the delivery date of such Series 2002 Bond such persons may not have been such officers. SECTION 2.05. Authentication. Only such of the Series 2002 Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution and the Original Instrument. No Series 2002 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar upon any such Series 2002 Bond shall be conclusive evidence that such Series 2002 Bond has been duly authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Series 2002 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Series 2002 Bonds that may be issued hereunder at any one time. SECTION 2.06. Privilege of Redemption. The Issuer shall have the right to redeem any or all of the Series 2002 Bonds in whole or in part, as shall be determined by supplemental resolution of the Issuer prior to the issuance of the Series 2002 Bonds. SECTION 2.07. Form of Series 2002 Bonds. The text of the Series 2002 Bonds, together with the certificate of authentication, shall be in substantially the form of the Series 1990 Bonds as set forth in Section 15 of the Original Instrument with such omissions, insertions and variations as may be necessary and/or desirable to recite the details of the Series 2002 Bonds as Additional Parity Obligations and approved by the Mayor prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by the Issuers delivery of the Series 2002 Bonds to the purchaser or purchasers thereof). ARTICLE III REGISTRAR, PAYING AGENT, SALE OF SERIES 2002 BONDS AND ACCOUNTANT MATTERS SECTION 3.01. Registrar and Paying Agent for the Series 2002 Bonds. The Registrar and Paying Agent for the Series 2002 Bonds shall be SunTrust Bank; and the Mayor and the Clerk are hereby authorized to execute and deliver on behalf of the Issuer a registrar and paying agency agreement in a form which shall be approved by the Issuer's attorney. SECTION 3.02. Preparation of Accountant's Certificate. Prior to the issuance of the Series 2002 Bonds, the accounting firm of AMcDirmit, Davis, Lauteria & Co.A, as independent certified public accountants shall prepare and file the certificates required by Section 18 D (1) and (2) of the Original Instrument, in order to issue the Series 2002 Bonds as Additional Parity Obligations under the Original Instrument. SECTION 3.03. Federal Income Tax Covenants. (A) The Issuer covenants with the Holders of the Series 2002 Bonds (other than taxable bonds), that it shall not use the proceeds of such Series 2002 Bonds in any manner which would cause the interest on such Series 2002 Bonds to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (B) The Issuer covenants with the Holders of the Series 2002 Bonds (other than taxable bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of the Series 2002 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Series 2002 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on the Series 2002 Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes. (C) The Issuer hereby covenants with the Holders of the Series 2002 Bonds (other than taxable bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Series 2002 Bonds from the gross income of the Holder thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. ARTICLE IV RELEASE UNDER ORIGINAL INSTRUMENT; BANK QUALIFIED SECTION 4.01. Release Under Original Instrument. Notwithstanding the provisions of Section 18(K) of the Original Instrument, the Issuer shall not be entitled to exercise any right to release the lien on the Public Service Taxes unless or until the Issuer receives the consent of the Purchaser. SECTION 4.02. Bank Qualified. The Issuer hereby designates the Series 2002 Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. The Issuer and any subordinate entities of the Issuer and any issuer of "tax-exempt" debt that issues on behalf of the Issuer do not reasonably expect during the calendar year 2002 to issue more than $10,000,000 of "tax-exempt" obligations including the Series 2002 Bonds, exclusive of any private activity bonds as defined in Section 141(a) of the Code (other than qualified 501(c)(3) bonds as defined in Section 145 of the Code). ARTICLE V MISCELLANEOUS SECTION 5.01. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, or shall in any manner adversely affect the validity of the Series 2002 Bonds, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2002 Bonds issued hereunder. (Remainder of this page intentionally left blank) SECTION 5.02. Effective Date. This Resolution shall take effect immediately upon its adoption. This Resolution was approved at an advertised public hearing of the City Commission of the City of Ocoee pursuant to the provisions of Section of the Charter of the City. DULY ADOPTED this 1901 day of November, 2002. CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA (SEAL) By: Name: S. Scott Vandergrift Title: Mayor ATTEST: By: Name:Jean Grafton Title: Clerk FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON NOVEMBER A19 2002 UNDER LEGALITY, THIS AGENDA ITEM NO. DAY OF NOVEMBER, 2002 FOLEY & LARDNER By: A Title: City Attorney j'.A bonds A432302\res2adnc EXHIBIT A FORM OF ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of November 1, 2002, by and between the CITY OF OCOEE, FLORIDA (the "Issuer"), and , a banking association, as Escrow Agent, and its successors and assigns (the "Escrow Agent"); WITNESSETH: WHEREAS, the Issuer has previously authorized and issued Transportation Refunding and Improvement Revenue Bonds, Series 1990, the portion of which remaining outstanding to be refunded as of the date of delivery of the Bonds (as hereinafter defined)in the principal amount of $ (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 Transportation Refunding Revenue Bonds, Series 2002; 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 on , 200_, the redemption date as shown on Schedule A attached hereto and made a part hereof. (c) "Bonds" means the $ City of Ocoee, Florida, Transportation Refunding Revenue Bonds, Series 2002, 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 , having its designated corporate trust office in , 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 Transportation Refunding and Improvement Revenue Bonds, Series 1990, the portion of which remaining outstanding shall be refunded as of the delivery date of the Bonds in the principal amount of $ maturing in the years 2005, 2006, 2010 and 2015. (i) "Resolution" means Resolution No. 90-08, as amended and supplemented by Resolution No. 90-11, Resolution No- 98-13, Resolution No. 98-14 and Resolution No. 2002- , relating to the issuance of the Bonds. (j) "Total Debt Service for the Refunded Bonds" means, as of the redemption 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 cents (. ¢) in cash deposited to the Escrow Account(i) arc 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 are redeemed 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 2 on Schedule C attached hereto and to hold such securities and . g 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; Notice of Redemption. (a) Refunded Bonds. On the date and in the amount set forth on Schedule A, the Escrow Agent shall transfer to Bank of New York, as successor to Citizens & Southern Trust Company, National Association, 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. (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. (e) Notice of Redemption. Thee Issuer hereby instructions The Bank of New York, as Registrar for the Refunded Bonds, to undertake the publication and transmittal of the notice of redemption required by the Resolution. 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 3 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 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 Ratings, 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 4 Agreement. The Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Total Deht 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 5 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. (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 6 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 $15,000,000, 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 Ratings 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; (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. 7 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 Ratings, 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) 8 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:dean 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 as Escrow Agent (SEAL) By: Name: Title: j:AbondsV432302Vedal.doc 9 EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that SunTrust Bank (the "Purchaser") has not required the City of Ocoee, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of the not to exceed $ City of Ocoee, Florida Transportation Refunding Revenue Bonds, Series 2002 (the "Series 2002 Bonds"), and no inference should be drawn that the Purchaser, in the acceptance of said Series 2002 Bonds, is relying on Bond Counsel or Issuer's Counsel as to any such matters other than the legal opinion rendered by Bond Counsel, Bryant, Miller and Olive, P.A. and by the City Attorney, Foley & Lardner. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution 90-08, as amended and supplemented by Resolutions 90-11 and 98-13 (the "Resolution") We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor the City Attorney shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Series 2002 Bonds as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Series 2002 Bonds may not be transferred except to a bank, savings association, insurance company or other 'accredited investor" as described below in accordance with the restrictions set forth in the Series 2002 Bonds. We are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Series 2002 Bonds for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. We are an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. DATED this day of November, 2002. SUNTRUST BANK By: Name: Its: EXHIBIT C FORM OF DISCLOSURE LETTER The undersigned, as purchaser, proposes to negotiate with the City of Ocoee, Florida (the "Issuer') for the private purchase of its City of Ocoee, Florida Transportation Refunding Revenue Bonds, Series 2002 (the "Series 2002 Bonds ") in the principal amount of$ . Prior to the award of the Series 2002 Bonds, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Bank") in connection with the issuance of the Series 2002 Bonds (such fees and expenses to be paid by the Issuer): $1,500 Bank Counsel 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Series 2002 Bonds to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Bank, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Bank, or to the knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series 2002 Bonds. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is $0. 5. Truth-in-Bonding Statement: The Series 2002 Bonds are being issued primarily to finance the transportation facilities improvements within the Issuer. Unless earlier redeemed, the Series 2002 Bonds is expected to be repaid at the end of ( ) years. At an interest rate of %, total interest paid over the life of the Series 2002 Bonds is estimated to be $ The Series 2002 Bonds will be payable solely from (i) Fuel Tax Revenues, (ii) to the extent required, a covenant to budget and appropriate from Non-Ad Valorem Revenues sufficient to make such payments, appropriated and deposited, and (iii) moneys and securities on deposit in the Construction Account and the Reserve Account as described in Resolution 90-08, as amended and supplemented by Resolutions 90-11 and 98-13 (the "Resolution"). See the Resolution for a definition of Fuel Tax Revenues and Non-Ad Valorem Revenues. Based on the above assumptions, issuance of the Series 2002 Bonds is estimated to result in maximum of approximately $ of annual revenues of the Issuer not being available to finance other services of the Issuer during the life of the Series 2002 Bonds. 6. The name and address of the Bank is as follows: SunTnlst Bank 200 South Orange Avenue Mail Code 1100 Orlando, Florida 32801 Phone: 407-237-5909 Fax: 407-237-5615 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Bank this day of , 2002. SUNTRUST BANK By: Name: Its: