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V(A) Water and Sewer System Refunding and Improvements Revenue Bonds, Series 2003
Agenda 11-18-2003 Item V A Mayor , Center f Good Liv, Commissioners S. Scott Vandergrift Danny Howell, District 1 Scott Anderson, District 2 City Manager Rusty Johnson, District 3 Jim Gleason r!' _� �'" Nancy J. Parker, District 4 STAFF REPORT TO: The Honorable Mayor and City Commissioners FROM: Wanda Horton,Finance Director DATE: November 10, 2003 RE: Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 ISSUE Should the Mayor and Commissioners adopt Resolution 2003-23 authorizing the issuance of Revenue Bonds to fund capital improvements to the Water and Sewer System of the City of Ocoee, pledging net revenues of the system, authorizing the execution of an escrow deposit agreement and a bond purchase agreement,and making certain covenants and agreements? BACKGROUND/DISCUSSION Last fiscal year Staff presented the commission with a plan to reduce consumption, fund capital projects and begin to restore unrestricted fund balance. The commission subsequently approved the plan, certain capital improvements, and adopted an inclined rate structure to encourage consumption and cover increasing operating costs. The projects to be funded from the bond issue are estimated to cost $7,150,000. Staff proposes refinancing the Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 to generate funding for the projects. The following documents are attached for your review: • Resolution 2003-23 • Commitment Letter • Guaranty Agreement • Escrow Deposit Agreement • Bond Purchase Contact • Continuing Disclosure Certificate • Preliminary Official Statement • Feasibility Report • Engineer Report The City's financing team-Financial Advisor, Underwriter, Underwriter Counsel, and Bond Counsel will present the details of the financing structure,review the bond documents,and be available for questions at the commission meeting. RECOMMENDATION Staff recommends the Mayor and City Commission adopt Resolution 2003-23 and all attachments, authorize the Mayor and City Manager to execute the Bond Purchase Agreement and deem the Preliminary Official Statement final,and authorize the Mayor and staff to execute all necessary documents. Copy of Public Hearing Advertisement Date Published Orlando Sentinel w SUNDAY, NOVEMBER 9, 2003 1(17 Advertisement NOTICE OF PUBLIC HEARING WY OF OCOEE,FLORIDA Notice is hereby given pursuant'lo the Charter of the City of Ocoee, I Florida that the City Commission of the City of Ocoee, Florida (the 'City')at a session to be held on November 18,2003 et3:15 p.m.,or as soon thereafter as practical,-will hold a Public Hearing at Ocoee City Hall, 150 N. Lakeshore Drive, Ocoee,Florida in order to consider the issuance of not to exceed 315,000,000 Water and Sewer System Refunding and Improvement Reve- nue Bonds,Series 2003,for the pur- pose of refunding all or a portion of the City's Water and Sewer System Refunding and Improvement Reve- nue'Bonds,Series 1993 and to ac- quire and construct capital im- provements to the City's Water and Sewer System. Interested parties mdy appear at I the meeting and be heard with re- spect to the proposed action.A copy of the proposed action may be ex- amined at Ocoee City Hall,150 N. Lakeshore Drive, Ocoee, Florida between the hours of 8:00 a.m.and 5:00 p.m.,Monday through Friday. You are advised that if a person de- cides to appeal any decision made with respect to any matter consid- ered at such hearing,he or she will need a record of proceedings and for such purpose may need to in- sure that a verbatim record of the proceeding Is made,which record includes the testimony and evi- dence upon which the appeal is based. Persons with.disabilities needing assistance to participate in any of these proceedings should contact the City Clerk's office 48 hours in advance of the meeting at (407)905-3105. Jean Grafton,City Clerk November 9,2003 - OLS5334160• 11NI03 RESOLUTION NO. 2003-23 CITY OF OCOEE, FLORIDA WATER AND SEWER SYSTEM REFUNDING AND IMPROVEMENT REVENUE BONDS SERIES 2003 Adopted on November 18, 2003 TABLE OF CONTENTS PAGE ARTICLE I - GENERAL 2 SECTION 1.01. Authority for this Resolution. 2 SECTION 1.02. Definitions. 2 SECTION 1.03. Resolution to Constitute Contract. 6 SECTION 1.04. Findings 6 SECTION 1.05. Additional 2003 Project; Refunding of Refunded Bonds 7 SECTION 1.06. Negotiated Sale 7 ARTICLE II -AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2003 BONDS 8 SECTION 2.01. Authorization and Description of Series 2003 Bonds 8 SECTION 2.02. Application of Series 2003 Bond Proceeds 9 SECTION 2.03. Funds and Accounts Secure Holders of the Series 2003 Bonds; Reserve Fund; Reserve Fund Surety Bond 9 SECTION 2.04. Execution of Series 2003 Bonds 12 SECTION 2.05. Authentication 12 SECTION 2.06. Privilege of Redemption 12 SECTION 2.07. Form of Series 2003 Bonds 12 SECTION 2.08. Sale of Series 2003 Bonds 12 ARTICLE III - REGISTRAR, PAYING AGENT, ESCROW AGENT, INSURER AND ACCOUNTANT MATTERS 14 SECTION 3.01. Registrar and Paying Agent for the Series 2003 Bonds. 14 SECTION 3.02. Escrow Agent; Escrow Deposit Agreement 14 SECTION 3.03. Preparation of Accountant's Certificate. 14 SECTION 3.04. Appointment of Bond Insurer for Series 2003 Bonds 14 SECTION 3.05. Purchase of Bond Insurance and Reserve Fund Surety Bond 14 SECTION 3.06. Terms Regarding Series 2003 Bonds Insurance Policy. 15 SECTION 3.07 Federal Income Tax Covenants 19 ARTICLE IV - MISCELLANEOUS 21 SECTION 4.01. Rate Covenant. 21 SECTION 4.02. Preliminary Official Statement; Official Statement. 21 SECTION 4.03. Continuing Disclosure. 21 SECTION 4.04. Book Entry Only System. 21 SECTION 4.05. Redemption of Refunded Bonds. 23 SECTION 4.06. Severability of Invalid Provisions. 23 SECTION 4.07. Effective Date. 23 Exhibit A - Form of Continuing Disclosure Certificate Exhibit B - Form of Preliminary Official Statement Exhibit C - Form of Escrow Deposit Agreement Exhibit D - Municipal Bond Insurance Commitment Exhibit E - Guaranty Agreement Exhibit F - Form of Bond Purchase Agreement i RESOLUTION NO. 2003-23 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, PROVIDING FOR THE REFUNDING OF ALL OF THE CITY'S WATER AND SEWER SYSTEM REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 1993; PROVIDING FOR THE CONSTRUCTION AND ACQUISITION OF CERTAIN IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE CITY; AUTHORIZING THE ISSUANCE BY THE CITY OF NOT TO EXCEED $15,000,000 WATER AND SEWER SYSTEM REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2003, TO FINANCE THE COST THEREOF; PLEDGING NET REVENUES OF THE SYSTEM TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH SERIES 2003 BONDS ON PARITY WITH THE CITY'S SERIES 1997 BONDS; AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT AND A BOND PURCHASE AGREEMENT; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF THE SERIES 2003 BONDS; PROVIDING FOR SEVERABILITY OF INVALID PROVISIONS; AUTHORIZING THE PREPARATION OF A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT; DESIGNATING AMBAC ASSURANCE CORPORATION AS THE BOND INSURER FOR THE SERIES 2003 BONDS; AUTHORIZING THE AWARD OF THE SALE OF THE SERIES 2003 BONDS TO WILLIAM R. HOUGH & CO. AND SUNTRUST CAPITAL MARKETS AS THE UNDERWRITERS UNDER CERTAIN TERMS AND CONDITIONS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2003 BONDS TO THE MAYOR AND THE CITY MANAGER; PROVIDING FOR THE REPEAL OF ANY RESOLUTIONS IN CONFLICT WITH THE PROVISIONS OF THIS SUPPLEMENTAL 2003 RESOLUTION; 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: 1 ARTICLE I- GENERAL SECTION 1.01. Authority for this Resolution. This Supplemental 2003 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 No. 93-02 of the City of Ocoee, and other applicable provisions of law. SECTION 1.02. Definitions. When used in this Supplemental 2003 Resolution, capitalized terms not otherwise defined shall be as defined in Resolution No. 93-02 of the City of Ocoee, and the following terms shall have the following meanings, unless the context clearly otherwise requires. "Additional 2003 Project" shall mean the acquisition, construction or reconstruction of capital improvements to the System and shall include all property rights, easements, franchises and equipment relating thereto and deemed necessary or convenient for the construction or acquisition or the operation thereof which is financed from the Series 2003 Bonds, as more fully described in the plans on file with the City. "Bond Insurer" or "Ambac Assurance" shall mean, with respect to the Series 2003 Bonds, Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company. "City" shall mean the City of Ocoee, Florida. "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate related to the Series 2003 Bonds to be executed by the City prior to the time the City delivers the Series 2003 Bonds to the Underwriters, as it may be amended from time to time in accordance with the terms thereof, whereby the City undertakes to assist the Underwriters in complying with the continuing disclosure requirements of the Continuing Disclosure Rule, in substantially the form attached hereto as Exhibit A and incorporated herein by reference. "Continuing Disclosure Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 of the United States Securities and Exchange Commission, as amended. "Escrow Agent" shall mean SunTrust Bank, Orlando, Florida, selected as a party to the Escrow Deposit Agreement pursuant to Section 3.02 hereof, together with any successors and assigns. "Escrow Deposit Agreement" shall mean an Agreement or agreements by and between the City and an Escrow Agent, the purpose of which is to provide for the payment of the Refunded Bonds. Such Agreement shall be in substantially the form attached hereto as Exhibit C and incorporated herein by reference. "Original Instrument" shall mean Resolution No. 93-02 adopted by the City Commission on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32 adopted by the City Commission on December 3, 1996. 2 "Paying Agent" with respect to the Series 2003 Bonds shall mean SunTrust Bank, Orlando, Florida or their successors and assigns. "Permitted Investments" shall mean the following for the Series 2003 Bonds: A. Ambac Assurance will allow the following obligations to be used as Permitted Investments for all purposes, including defeasance investments in refunding escrow accounts. (Ambac Assurance does not give a premium credit for the investment of accrued and/or capitalized interest). (1) Cash (insured at all times by the Federal Deposit Insurance Corporation), (2) Obligations of, or obligations guaranteed as to principal and interest by, the U. S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including: * U.S. treasury obligations * All direct or fully guaranteed obligations * Farmers Home Administration * General Services Administration * Guaranteed Title XI financing * Government National Mortgage Association (GNMA) * State and Local Government Series Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date.) B. Ambac Assurance will allow the following obligations to be used as Permitted Investments for all purposes other than defeasance investments in refunding escrow accounts. (1) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: -Export-Import Bank -Rural Economic Community Development Administration -U.S. Maritime Administration -Small Business Administration -U.S. Department of Housing & Urban Development (PHAs) -Federal Housing Administration -Federal Financing Bank (2) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: ti 3 -Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC). -Obligations of the Resolution Funding Corporation (REFCORP) -Senior debt obligations of the Federal Home Loan Bank System -Senior debt obligations of other Government Sponsored Agencies approved by Ambac Assurance (3) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (4) Commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by Moody's and "A-1+" by S&P and which matures not more than 270 calendar days after the date of purchase; (5) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P; (6) Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the `£ notice; and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's or S&P or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph A(2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (7) Municipal obligations rated "Aaa/AAA" or general obligations of States with a rating of"A2/A" or higher by both Moody's and S&P; 4 rs (8) Investment agreements approved in writing by Ambac Assurance (supported by appropriate opinions of counsel); and (9) Other forms of investments (including repurchase agreements) approved in writing by Ambac Assurance. C. The value of the above investments shall be determined as follows: a) For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at fair market value. The Paying Agent shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Merrill Lynch, Salomon Smith Barney, Bear Stearns, or Lehman Brothers. b) As to certificates of deposit and bankers' acceptances: the face amount thereof, plus accrued interest thereon; and c) As to any investment not specified above: the value thereof established by prior agreement among the City, the Paying Agent, and Ambac Assurance. "Policy" shall mean the financial guaranty insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Series 2003 Bonds as provided therein. "Preliminary Official Statement" shall mean the preliminary official statement relating to the Series 2003 Bonds substantially in the form attached hereto as Exhibit B and incorporated herein by reference. "Refunded Bonds" shall mean all or a portion of the Outstanding City of Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993. "Reserve Fund Surety Bond" shall mean the surety bond issued by Ambac Assurance Corporation, the Bond Insurer for the Series 2003 Bonds, guaranteeing certain payments into the Reserve Fund with respect to the Series 2003 Bonds as provided therein and subject to the limitations set forth therein. "Series 1997 Bonds" or "Parity Bonds" shall mean the City of Ocoee, Florida, Water and Sewer System Improvement Revenue Bonds, Series 1997, issued under the Original Instrument. "Series 2003 Bonds" shall mean the City's not to exceed $15,000,000 Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003, herein authorized to be issued on parity with the Series 1997 Bonds. 5 "Supplemental 2003 Resolution" shall mean this resolution of the City supplementing the Original Instrument adopted and becoming effective in accordance with the terms of Section 7.01 of the Original Instrument. "Underwriters" shall mean William R. Hough & Co., as representative, on behalf of themselves and SunTrust Capital Markets, Inc.. SECTION 1.03. Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Series 2003 Bonds by those who shall hold the same from time to time, the provisions of this Supplemental 2003 Resolution shall be a part of the contract of the City with the Holders of the Series 2003 Bonds and shall be deemed to be and shall constitute a contract between the City and the Holders from time to time of the Series 2003 Bonds. The pledge made in this Supplemental 2003 Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Holders of any and all of said Series 2003 Bonds. All of the Series 2003 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 2003 Bonds over any other thereof except as expressly provided in or pursuant to this Supplemental 2003 Resolution. SECTION 1.04. Findings. It is hereby ascertained, determined and declared that: (A) The City owns and operates a combined Water System and Sewer System. (B) The City deems it necessary, desirable and in the best interests of the City and the residents thereof that the Additional 2003 Project be acquired, constructed and erected. (C) The Additional 2003 Project shall be financed with the proceeds of the Series 2003 Bonds, together with certain other legally available funds of the City. (D) No portion of the Pledged Funds are currently pledged or encumbered in any manner, except with respect to the payment of the Parity Bonds and the Refunded Bonds. (E) In order to preserve and protect the public health, safety and welfare of the inhabitants of the City, it is necessary and desirable to acquire, design and construct the Additional 2003 Project. (F) The City deems it necessary, beneficial and in its best interest to provide for the refunding of the Refunded Bonds. Such refunding will be advantageous to the City because it will allow the City to realize debt service savings. (G) The estimated sum required for the refunding of the Refunded Bonds will be derived from a portion of the proceeds of the sale of the Series 2003 Bonds, together with certain other legally available funds of the City. (H) A portion of the proceeds of the Series 2003 Bonds shall be deposited with the Escrow Agent pursuant to the Escrow Deposit Agreement, in amounts which, 6 pd 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 Permitted Investments as will be sufficient to pay such principal and interest. (I) The principal of and interest on the Series 2003 Bonds and all other payments provided for in this Supplemental 2003 Resolution will be paid solely from the Pledged Funds and shall be on parity with the Series 1997 Bonds; and the ad valorem taxing power of the City will never be necessary or authorized to pay the principal of, premium, if any, and interest on the Series 2003 Bonds and the Series 2003 Bonds shall not constitute a lien upon any property of the City other than the Pledged Funds. (J) The City adopted this Supplemental 2003 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 City in accordance with the requirements of the City Charter of the City. SECTION 1.05. Additional 2003 Project; Refunding of Refunded Bonds. The City does hereby authorize the acquisition, construction and erection of the Additional 2003 Project and the refunding of the Refunded Bonds in accordance herewith. SECTION 1.06. Negotiated Sale. Due to the willingness of the Underwriters to purchase not to exceed $15,000,000 in aggregate principal amount of the Series 2003 Bonds at interest rates favorable to the City and the critical importance of timing of the sale of the Series 2003 Bonds, it is hereby determined that it is in the best interest of the public and the City to sell the Series 2003 Bonds at a negotiated sale (rather than through a competitive bid) and such sale to the Underwriters is hereby authorized and approved upon meeting the terms and conditions contained herein and in the Bond Purchase Agreement, the form of which is attached hereto as Exhibit F and incorporated herein by reference (the "Bond Purchase Agreement") as further determined herein. 7 Si ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2003 BONDS SECTION 2.01. Authorization and Description of Series 2003 Bonds. This Supplemental 2003 Resolution creates an issue of bonds of the City in an aggregate principal amount not to exceed $15,000,000, to be designated as "City of Ocoee, Florida, Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003" which are issued pursuant to the terms and conditions hereof and of the Original Instrument. The Series 2003 Bonds shall be dated as of the first day of the month in which occurs the delivery of the Series 2003 Bonds to the purchaser or purchasers thereof or such other date as may be determined by the Mayor and City Manager pursuant to Section 2.08 hereof; shall be issued as fully registered Bonds; may be Capital Appreciation Bonds and/or Current Interest Bonds; shall be dated; shall be numbered consecutively from R-1 upward if Current Interest Bonds; shall be numbered from CABR-1 upward if Capital Appreciation Bonds; shall be in the denomination of$5,000 each, or integral multiples thereof for the Current Interest Bonds and in $5,000 maturity amounts for the Capital Appreciation Bonds or in $5,000 multiples thereof and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law determined pursuant to Section 2.08 hereof, payable in such manner and on such dates; shall consist of such amounts of Serial Bonds and/or Term Bonds; maturing in such amounts or Amortization Installments and in such years not exceeding forty (40) years from their date; shall be payable in such place or places; and shall contain such redemption provisions; all as determined pursuant to Section 2.08 hereof. Each Series 2003 Current Interest 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, v that if at the time of authentication payment of any interest which is due and payable has not been made, such Series 2003 Current Interest Bond shall bear interest from the date to which interest shall have been paid. Any Series 2003 Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior to maturity in the amount determined by reference to the Compounded Amounts. The principal of and the interest and redemption premium, if any, on the Series 2003 Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The interest on the Series 2003 Current Interest Bonds shall be payable by the Paying Agent on each interest payment date to the person appearing, as of the fifteenth day of the calendar month immediately preceding such interest payment date (the "Record Date"), on the registration books of the City hereinafter provided for as the Holder thereof, by check or draft mailed to such Holder at his address as it appears on such registration books, or at the request and expense L of a registered owner of $1,000,000 or more of Series 2003 Bonds, by wire transfer or other medium acceptable to the City and Paying Agent. Payment of the principal of all 8 1 Series 2003 Current Interest Bonds and the Compounded Amount with respect to the Series 2003 Capital Appreciation Bonds shall be made upon the presentation and surrender at the office of the Paying Agent of such Series 2003 Bonds as the same shall become due and payable. SECTION 2.02. Application of Series 2003 Bond Proceeds. Except as otherwise provided by Supplemental Resolution of the City, the proceeds derived from the sale of the Series 2003 Bonds, including accrued interest and premium, if any, shall, simultaneously with the delivery of the Series 2003 Bonds to the purchaser or purchasers thereof, be applied by the City 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 2003 Bonds. (B) A sufficient amount of the Series 2003 Bond proceeds shall be applied to the payment of reasonable and necessary costs and expenses relating to delivery of the Series 2003 Bonds, including a premium for the Policy and the Reserve Fund Surety Bond to the Bond Insurer. (C) Unless otherwise provided in a Supplemental Resolution of the City prior to the issuance of the Series 2003 Bonds, the Reserve Requirement for the Series 2003 Bonds shall be established and deposited in an account in the Reserve Fund for the benefit of the Series 2003 Bonds by the deposit of the Reserve Fund Surety Bond as permitted by Section 4.05(A)(4) of the Original Instrument. (D) A sum as specified by the City shall, together with other legally available funds of the City, if any, be used to defease the Refunded Bonds by depositing such sums of money for investment in appropriate Permitted Investments 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 time of execution of such Escrow Deposit Agreement, the City shall furnish to the Escrow Agent 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 2003 Bonds, the City shall enter into an Escrow Deposit Agreement substantially in the form attached hereto as Exhibit C with the Escrow Agent. Such escrowed funds and earnings on Permitted Investments thereof shall be kept separate and apart from all other funds of the City and the moneys on deposit under the Escrow Deposit Agreement shall be withdrawn, used and applied by the Escrow Agent solely for the purpose set forth in the Escrow Deposit Agreement. (E) The remainder of the proceeds of the Series 2003 Bonds after providing for the payments required by A, B and D above, shall be deposited in the proper account in the Construction Fund relating to the Series 2003 Bonds created and established pursuant to Section 4.03 of the Original Instrument and shall be used to acquire, construct and erect the Additional 2003 Project. SECTION 2.03. Funds and Accounts Secure Holders of the Series 2003 Bonds; Reserve Fund; Reserve Fund Surety Bond. The funds and accounts created pursuant to Section 4.04 of the Original Instrument shall be for the equal benefit and 9 ( use of the Series 2003 Bonds as Outstanding Additional Bonds on parity with the Series 1997 Bonds, provided, however, that the account in the Reserve Fund for the Series 1997 Bonds solely secures the Series 1997 Bonds. The deposits required in Section 4.05 of the Original Instrument shall be calculated commencing with the month in which the Series 2003 Bonds are delivered to provide for such deposits to reflect the issuance of the Series 2003 Bonds. There is hereby created a reserve account in the Reserve Fund for the Series 2003 Bonds as authorized by Section 4.05(A)(4) of the Original Instrument, which shall be funded with the Reserve Requirement for the Series 2003 Bonds as provided in Section 2.02(C) hereof with the deposit of the Reserve Fund Surety Bond to solely secure the Series 2003 Bonds. To the extent funds are deposited in the account of the Reserve Fund such moneys shall be invested in Permitted Investments maturing not later than the maturity date of the Series 2003 Bonds, and such securities shall be valued at cost. As long as the Reserve Fund Surety Bond shall be in full force and effect, the City and the Paying Agent agree to comply with the following provisions: (a) In the event and to the extent that moneys on deposit in the fund/account, plus all amounts in and credited to the Reserve Fund in excess of the amount of the Reserve Fund Surety Bonds, are insufficient to pay the amount of principal and interest coming due, then upon the later of: (i) one (1) day after receipt by the General Counsel of Ambac Assurance of a demand for payment in the form attached to the Reserve Fund Surety Bond as Attachment 1(the "Demand for Payment"), duly executed by the Paying Agent certifying that payment due under the Resolution has not been made to the Paying Agent; or (ii) the payment date of the Series 2003 Bonds as specified in the Demand for Payment presented by the Paying Agent to the General Counsel of Ambac Assurance, Ambac Assurance will make a deposit of funds in an account with the Paying Agent or its successor, in New York, New York, sufficient for the payment to the Paying Agent, of amounts which are then due to the Paying Agent under the Resolution (as specified in the Demand for Payment) up to but not in excess of the Surety Bond Coverage, as defined in the Reserve Fund Surety Bond; provided, however, that in the event that the amount on deposit in, or credited to, the Reserve Fund, in addition to the amount available under the Reserve Fund Surety Bond, includes amounts available under a letter of credit, insurance policy, Reserve Fund Surety Bond or other such funding instrument (the "Additional Funding Instrument"), draws on the Reserve Fund Surety Bonds and the Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency. (b) The Paying Agent shall, after submitting to Ambac Assurance the Demand for Payment as provided in (a) above, make available to Ambac Assurance all records relating the funds and accounts maintained under the Resolution. (c) The Paying Agent shall, upon receipt of moneys received from the draw on the Reserve Fund Surety Bonds, as specified in the Demand for Payment, credit the Reserve Fund to the extent of moneys received pursuant to such Demand. (d) The Reserve Fund shall be replenished in the following priority: (i) principal and 10 1 interest on the Reserve Fund Surety Bond shall be paid from first available revenues; (ii) after all such amounts are paid in full, amounts necessary to fund the Reserve Fund to the required level, after taking into account the amounts available under the Reserve Fund Surety Bond shall be deposited from next available revenues. Consent of Ambac Assurance Any provision of this Resolution expressly recognizing or granting rights in or to Ambac Assurance may not be amended in any manner which affects the rights of Ambac Assurance hereunder without the prior written consent of Ambac Assurance. Ambac Assurance reserves the right to charge the City a fee for any consent or amendment to the Resolution while the Reserve Fund Surety Bond is outstanting. Notices to be sent to the attention of the SURVEILLANCE DEPARTMENT: A. While the Reserve Fund Surety Bond is in effect, the City or the Paying Agent shall furnish to Ambac Assurance, upon request, the following: (a) a copy of any financial statement, audit and/or annual report of the City (b) such additional information it may reasonably request. Upon request, such information shall be delivered at the City's expense to the attention of the Surveillance Department, unless otherwise indicated. B. a copy of any notice to be given to the registered owners of the Series 2003 Bonds, including, without limitation, notice of any redemption of or defeasance of Series 2003 Bonds, and any certificate rendered pursuant to this Resolution relating to the security for the Series 2003 Bonds. C. To the extent that the City has entered into a continuing disclosure agreement with respect to the Series 2003 Bonds, Ambac Assurance shall be included as party to be notified. Notices to be sent to the attention of the GENERAL COUNSEL OFFICE: A. The City shall notify Ambac Assurance of any failure of the City to provide relevant notices, certificates, etc. B. Notwithstanding any other provision of this Resolution, the City shall immediately notify Ambac Assurance if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder. Other Information to be given to Ambac Assurance: The City will permit Ambac Assurance to discuss the affairs, finances and accounts of the City or any information Ambac Assurance may reasonably request regarding the security for the Series 2003 Bonds with appropriate officers of the City. The City will permit Ambac Assurance to have access to the Additional 2003 Project and 11 have access to and to make copies of all books and records relating to the Series 2003 Bonds at any reasonable time. SECTION 2.04. Execution of Series 2003 Bonds. The Series 2003 Bonds shall be signed by, or bear the facsimile signature of, the Mayor and shall be signed by, or bear the facsimile signature of, the Clerk and a facsimile or an original impression of the official seal of the City shall be imprinted on the Series 2003 Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2003 Bond shall cease to be such officer before the delivery of such Series 2003 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 2003 Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of such Series 2003 Bond, shall be the proper officers to sign such Series 2003 Bond although at the date of such Series 2003 Bond such persons may not have been such officers. SECTION 2.05. Authentication. Only such of the Series 2003 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 Supplemental 2003 Resolution and the Original Instrument. No Series 2003 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 2003 Bond shall be conclusive evidence that such Series 2003 Bond has been duly authenticated and delivered under this Supplemental 2003 Resolution. The Registrar's certificate of authentication on any Series 2003 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 2003 Bonds that may be issued hereunder at any one time. SECTION 2.06. Privilege of Redemption. The City shall have the right to redeem any or all of the Series 2003 Bonds in whole or in part, as shall be determined by Section 2.08 hereof. SECTION 2.07. Form of Series 2003 Bonds. The text of the Series 2003 Bonds, together with the certificate of authentication, shall be in substantially the form as set forth in the Original Instrument, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by the City's delivery of the Series 2003 Bonds to the purchaser or purchasers thereof). SECTION 2.08. Sale of Series 2003 Bonds. Subject to the terms and conditions of this Section 2.08, the Series 2003 Bonds may be sold in a negotiated sale to the Underwriters upon the terms and conditions set forth herein and in the Bond Purchase Agreement, the form of which is attached hereto as Exhibit F and incorporated by reference. The form of the Bond Purchase Agreement is hereby approved by the City, and the City hereby authorizes the Mayor or Mayor Pro-Tern of the City to execute and deliver and the Clerk to attest to said Bond Purchase Agreement in the name of and on behalf of the City, the form and legality of which is to be approved by the City Attorney, all of the provisions of which, when executed and 12 r 1 delivered by the City as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. The City hereby delegates to the Mayor and the City Manager of the City the authority (a) to determine (i) the dated date, (ii) the maturity dates and amounts, (iii) the interest rates and payment dates, (iv) the redemption features, (v) the Amortization Installments for the Term Bonds, if any, (vi) the delivery date, and (vii) all other details of the Series 2003 Bonds not otherwise set forth herein; and (b) to take such further action as shall be required for carrying out the purposes of this Supplemental 2003 Resolution all with respect to the Series 2003 Bonds; and (c) to execute and deliver, on behalf of the City, the Bond Purchase Agreement as provided above; provided, it however, that the Mayor and the City Manager shall not take any action pursuant to this Section 2.08 unless the Mayor and the City Manager shall have received from the Underwriters such information as the Mayor and the City Manager shall deem necessary, upon the advice of the City's Financial Advisor and the City's Bond Counsel, in order to demonstrate that (i) the par amount of the Series 2003 Bonds is not in excess of$15,000,000, (ii) the true interest cost rate of the Series 2003 Bonds is not more than 5.30%, (iii) the final maturity of the Series 2003 Bonds is not later than October 1, 2035, and (iv) the underwriting discount is not greater than 1% of the original principal amount of the Series 2003 Bonds. _. } fF fi fi y�. 13 t #. ARTICLE III REGISTRAR, PAYING AGENT, ESCROW AGENT, }, INSURER AND ACCOUNTANT MATTERS SECTION 3.01. Registrar and Paying Agent for the Series 2003 Bonds. The Registrar and Paying Agent for the Series 2003 Bonds shall be SunTrust Bank, Orlando, Florida; and the Mayor and the Clerk are hereby authorized to execute and deliver on behalf of the City a registrar and paying agency agreement in a form which shall be approved by the City's Attorney. SECTION 3.02. Escrow Agent; Escrow Deposit Agreement. The City hereby authorizes and directs the Mayor and the City Clerk to execute the Escrow Deposit Agreement and to deliver the Escrow Deposit Agreement to SunTrust Bank, Orlando, Florida, which is hereby appointed as Escrow Agent thereunder. All of the provisions of the Escrow Deposit Agreement when executed and delivered by the City as authorized herein and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to be a part of this Supplemental 2003 Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Deposit Agreement shall be in substantially the form of the Escrow Deposit Agreement attached hereto as Exhibit C with such changes, amendments, modification, omissions and additions, including the date of such Escrow Deposit Agreement, as may be approved by said Mayor and the City Clerk. Execution by the Mayor and the City Clerk of the Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of such changes. The Mayor, the City Clerk, the Finance Director, City Attorney, Bond Counsel, the City's fmancial advisor and the Escrow Agent are hereby authorized and directed to execute and file all documents necessary to purchase or subscribe to the Escrow Securities (as defined in the Escrow Deposit Agreement) on behalf of the City. SECTION 3.03. Preparation of Accountant's Certificate. Prior to the issuance of the Series 2003 Bonds, the accounting firm of McDirmit, Davis, Puckett 86 Co., LLC as independent certified public accountants shall prepare and file the certificate required by Section 5.02 of the Original Instrument, in order to issue the Series 2003 Bonds as Additional Bonds under the Original Instrument. SECTION 3.04. Appointment of Bond Insurer for Series 2003 Bonds. The Bond Insurer for the Series 2003 Bonds shall be Ambac Assurance Corporation. SECTION 3.05. Purchase of Bond Insurance and Reserve Fund Surety Bond. The purchase of Policy from the Bond Insurer to irrevocably guarantee the payment of principal of and interest on the Series 2003 Bonds is hereby authorized in accordance with the terms of the Commitment for the Policy, the form of which is attached hereto as Exhibit D. The purchase of the Reserve Fund Surety Bond from the Bond Insurer is hereby authorized. The City is hereby authorized and directed to purchase a surety bond from the Bond Insurer (the "Reserve Fund Surety Bond") relating to the Series 2003 Bonds to be deposited in the Reserve Fund, and payment for such Reserve Fund Surety Bond to the Bond Insurer is hereby authorized from Series 2003 Bond proceeds. The City . hereby authorizes the execution of the Reserve Fund Guaranty Agreement with the Bond Insurer (the "Agreement") in the form attached as Exhibit E relating to the 14 I i issuance of the Reserve Fund Surety Bond for the Reserve Fund in conjunction with f the issuance of the Series 2003 Bonds and to deliver said Agreement to the Bond Insurer, and does hereby direct the execution and delivery of said Agreement. All of the provisions of said Agreement, when executed and delivered by the City as authorized herein and when duly authorized, executed and delivered by the Bond Insurer, shall be deemed to be a part of this Supplemental 2003 Resolution as fully and to the same extent as if incorporated verbatim in the appropriate sections. r SECTION 3.06. Terms Regarding Series 2003 Bonds Insurance Policy. The City hereby covenants, represents, and expressly agrees to the following terms and provisions as such are necessary and desirable in order to obtain the Policy. i I I As long as the Policy shall be in full force and effect, the City and the Paying Agent agree to comply with the following provisions: (a) At least one (1) day prior to all Interest Payment Dates, the Paying Agent will I determine whether there will be sufficient funds in the funds and accounts to pay the principal of or interest on the Series 2003 Bonds on such Interest Payment Date. If the Paying Agent determines that there will be insufficient funds in such funds or accounts, the Paying Agent shall so notify Ambac Assurance. Such notice shall specify the amount of the anticipated deficiency, the Series 2003 ° Bonds to which such deficiency is applicable and whether such Series 2003 t Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified Ambac Assurance at least one (1) day prior to an Interest Payment Date, Ambac Assurance will make payments of principal or interest due on the Series 2003 Bonds on or before the first (1st) day next following the date on which } Ambac Assurance shall have received notice of nonpayment from the Paying Agent. i (b) the Paying Agent shall, after giving notice to Ambac Assurance as provided in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of New York, in New York, New York, as insurance trustee i for Ambac Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration books of the City maintained by the Paying Agent and I all records relating to the funds and accounts maintained under the Resolution. 1. (c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee '1. with a list of registered owners of Series 2003 Bonds entitled to receive principal or interest payments from Ambac Assurance under the terms of the Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to i the registered owners of Series 2003 Bonds entitled to receive full or partial interest payments from Ambac Assurance and (ii) to pay principal upon Series 2003 Bonds surrendered to the Insurance Trustee by the registered owners of Series 2003 Bonds entitled to receive full or partial principal payments from Ambac Assurance. (d) the Paying Agent shall, at the time it provides notice to Ambac Assurance pursuant to (a) above, notify registered owners of Series 2003 Bonds entitled to receive the payment of principal or interest thereon from Ambac Assurance (i) as 1 15 I to the fact of such entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest payments next coming due upon proof of Holder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from Ambac Assurance, they must surrender their Series 2003 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Series 2003 Bonds to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not the Paying Agent and (iv) that should they be entitled to receive partial payment of principal from Ambac Assurance, they must surrender their Series 2003 Bonds for payment thereon first to the Paying Agent who shall note on such Series 2003 Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) in the event that the Paying Agent has notice that any payment of principal of or interest on an Series 2003 Bonds which has become Due for Payment and which is made to a Holder by or on behalf of the City has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time Ambac Assurance is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to Ambac Assurance its records evidencing the payments of principal of and interest on the Series 2003 Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (f) in addition to those rights granted Ambac Assurance under this Resolution, Ambac Assurance shall, to the extent it makes payment of principal of or interest on Series 2003 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note Ambac Assurance's rights as subrogee on the registration books of the City maintained by the Paying Agent upon receipt from Ambac Assurance of proof of the payment of interest thereon to the registered owners of the Series 2003 Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note Ambac Assurance's rights as subrogee on the registration books of the City maintained by the Paying Agent upon surrender of the Series 2003 Bonds by the registered owners thereof together with proof of the payment of principal thereof. 1. The Paying Agent may be removed at any time, at the request of Ambac Assurance, for any breach of the Trust set forth herein. ( 16 i°° 2. Ambac Assurance shall receive prior written notice of any or Paying Agent " resignation. 3. Every successor Paying Agent appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000 and acceptable to Ambac Assurance. Any successor Paying Agent shall not be appointed unless Ambac Assurance approves such successor in writing. 4. Notwithstanding any other provision of this Resolution, in determining whether the rights of the Holders will be adversely affected by any action taken pursuant to the terms and provisions of this Resolution, the Paying Agent shall consider the effect on the Holders as if there were no Policy. 5. Notwithstanding any other provision of this Resolution, no removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to Ambac Assurance, shall be appointed. Ambac Assurance As Third Party Beneficiary To the extent that this Resolution confers upon or gives or grants to Ambac Assurance any right, remedy or claim under or by reason of this Resolution, Ambac Assurance is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder. Parties Interested Herein Nothing in this Resolution expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the City, Ambac Assurance, the Paying Agent and the registered owners of the Series 2003 Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition F or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, Ambac Assurance, the Paying Agent and the registered owners of the Series 2003 Bonds. Consent of Ambac Assurance Any provision of this Resolution expressly recognizing or granting rights in or to Ambac Assurance may not be amended in any manner which affects the rights of Ambac Assurance hereunder without the prior written consent of Ambac Assurance. Ambac Assurance reserves the right to charge the City a fee for any consent or amendment to the Resolution while the Policy is outstanding. Consent of Ambac Assurance in Addition to Holder Consent Unless otherwise provided in this Section, Ambac Assurance's consent shall be required in addition to Holder consent, when required, for the following purposes: (i) execution and delivery of any supplemental Resolution; (ii) removal of the Paying Agent 17 and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Holder consent. Consent of Ambac Assurance in the Event of Insolvency i Any reorganization or liquidation plan with respect to the City must be acceptable to Ambac Assurance. In the event of any reorganization or liquidation, Ambac Assurance 1 shall have the right to vote on behalf of all Holders who hold Ambac Assurance-insured k Series 2003 Bonds absent a default by Ambac Assurance under the applicable Policy insuring such Series 2003 Bonds. Consent of Ambac Assurance Upon Default I Anything in this Resolution to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined herein, Ambac Assurance shall be entitled to control and direct the enforcement of all rights and remedies granted to the Holders or the Paying Agent for the benefit of the Holders under this Resolution. t Defeasance ` i Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Series 2003 Bonds shall be paid by Ambac Assurance pursuant to the Policy, the Series 2003 Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, and the I assignment and pledge of the Pledged Funds and all covenants, agreements and other obligations of the City to the registered owners shall continue to exist and shall run to the benefit of Ambac Assurance, and Ambac Assurance shall be subrogated to the rights k of such registered owners. Notices to be sent to the attention of the SURVEILLANCE DEPARTMENT: A. While the Policy is in effect, the City or the Paying Agent shall furnish to Ambac Assurance, upon request, the following: t (a) a copy of any financial statement, audit and/or annual report of the City (c) such additional information it may reasonably request. f t Upon request, such information shall be delivered at the City's expense to the attention of the Surveillance Department, unless otherwise indicated. t t B. a copy of any notice to be given to the registered owners of the Series 2003 Bonds, including, without limitation, notice of any redemption of or defeasance of Series 2003 Bonds, and any certificate rendered pursuant to this Resolution relating to the security for the Series 2003 Bonds. C. To the extent that the City has entered into a continuing disclosure agreement with respect to the Series 2003 Bonds, Ambac Assurance shall be included as party to be notified. C 18 Notices to be sent to the attention of the GENERAL COUNSEL OFFICE: A. The City shall notify Ambac Assurance of any failure of the City to provide relevant notices, certificates, etc. B. Notwithstanding any other provision of this Resolution, the City shall immediately notify Ambac Assurance if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder. Other Information to be given to Ambac Assurance: The City will permit Ambac Assurance to discuss the affairs, finances and accounts of the City or any information Ambac Assurance may reasonably request regarding the security for the Series 2003 Bonds with appropriate officers of the City. The City will permit Ambac Assurance to have access to the Additional 2003 Project and have access to and to make copies of all books and records relating to the Series 2003 Bonds at any reasonable time. Ambac Assurance shall have the right to direct an accounting at the City's expense, and the City's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from Ambac Assurance shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Series 2003 Bonds. SECTION 3.07 Federal Income Tax Covenants. (A) The City covenants with the Holders of the Series 2003 Bonds (other than Taxable Bonds), that it shall not use the proceeds of such Series 2003 Bonds in any manner which would cause the interest on such Series 2003 Bonds to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (B) The City covenants with the Holders of the Series 2003 Bonds (other than Taxable Bonds) that neither the City nor any Person under its control or direction will make any use of the proceeds of the Series 2003 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Series 2003 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and neither the City nor any other Person shall do any act or fail to do any act which would cause the interest on the Series 2003 Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes. (C) The City hereby covenants with the Holders of the Series 2003 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 2003 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. 19 20 ARTICLE IV MISCELLANEOUS SECTION 4.01. Rate Covenant. Notwithstanding anything to the contrary, if the City is not in compliance with the rate covenant pursuant to the Original Instrument at the end of any fiscal year, the City covenants and agrees to conduct an independent rate study within sixty (60) days and then implement the recommended rates or another plan approved by the Bond Insurer within six (6) months. SECTION 4.02. Preliminary Official Statement; Official Statement. The City hereby ratifies and approves the form of the Preliminary Official Statement attached hereto as Exhibit B. The City hereby authorizes execution by the Mayor and the City Manager, and the delivery of, a final Official Statement which incorporates the terms and provisions set forth in the final executed Bond Purchase Agreement. The Mayor and the City Manager are hereby authorized to deem such Preliminary Official Statement as "final" within the meaning of Rule 15c-2-12 of the Securities and Exchange Commission, except for certain "permitted omissions" as defined in such rule. SECTION 4.03. Continuing Disclosure. The City hereby covenants and agrees that, in order to assist the Underwriter in complying with the Continuing Disclosure Rule with respect to the Series 2003 Bonds, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the City prior to the time the City delivers the Series 2003 Bonds to the underwriter or underwriters, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate, substantially in the form attached hereto as Exhibit A, is hereby approved and ratified. Notwithstanding any other provision of this Supplemental 2003 Resolution, failure of the City to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default hereunder or thereunder. However, the Continuing Disclosure Certificate shall be enforceable by the Series 2003 Bondholders in the event that the City fails to cure a breach thereunder within a reasonable time after written notice from a Series 2003 Bondholder to the City that a breach exists. Any rights of the Series 2003 Bondholders to enforce the provisions of the covenant shall be on behalf of all Series 2003 Bondholders and shall be limited to a right to obtain specific performance of the City's obligations thereunder. SECTION 4.04. Book Entry Only System. The person in whose name any Series 2003 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or redemption price of any such Series 2003 Bond, and the interest on any such Series 2003 Bonds (or, in the case of the Capital Appreciation Bonds, Compounded Amounts with respect thereto), shall be made only to or upon the order of the registered owner thereto or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2003 Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. • 21 A blanket letter of representation dated as of October 6, 1998 was entered into by the City with respect to DTC (the "Letter of Representation"). It is intended that the Series 2003 Bonds be registered so as to participate in a global book-entry system with DTC as set forth herein and in such Letter of Representation. The Series 2003 Bonds shall be initially issued in the form of a single fully registered Bond of each maturity. Upon initial issuance, the ownership of such Series 2003 Bonds shall be registered by the Registrar in the name of Cede & Co., as nominee for DTC. With respect to Series 2003 Bonds registered by the Registrar in the name of Cede & Co., as nominee of DTC, the City, Registrar and Paying Agent shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Series 2003 Bonds from time to time as securities depositary (each such broker- dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Series 2003 Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the City, Registrar and Paying Agent shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Series 2003 Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Series 2003 Bond as shown in the Bond Register, of any notice with respect to the Series 2003 Bonds, including any notice of redemption or (c) the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Series 2003 Bond as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on, the Series 2003 Bonds. No person other than a registered owner of a Series 2003 Bond as shown in the Bond Register shall receive a Series 2003 Bond certificate with respect to any Series 2003 Bond. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Series 2003 Bonds appearing as registered owners in the registration books maintained by the Registrar at the close of business on regular record date, the name "Cede & Co." in this Supplemental 2003 Resolution shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Agreement among the City, the Paying Agent and DTC evidenced by the Representation Letter shall be terminated for any reason or (c) the City determines that it is in the best interests of the beneficial owners of the Series 2003 Bonds that they be able to obtain certificated Series 2003 Bonds, the City shall notify DTC of the availability through DTC of Series 2003 Bond certificates and the Series 2003 Bonds shall no longer be restricted to being registered in the Bond register in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Series 2003 Bonds shall be registered in the name of and deposited with a successor depository operating a universal book-entry system, as may be acceptable to the City, or such depository's agent or designee, and if the City does not select such alternate universal book-entry system, then the Series 2003 Bonds may be registered in whatever name or names registered owners of Series 2003 Bonds transferring or changing Series 2003 Bonds designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Supplemental 2003 Resolution to the contrary, so long as any Series 22 2003 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Series 2003 Bond and all notices with respect to such Series 2003 Bond shall be made and given, respectively, in the manner provided in the Letter of Representation. SECTION 4.05. Redemption of Refunded Bonds. The Refunded Bonds scheduled to mature on October 1, 2004 and thereafter are hereby irrevocably called for redemption on any date after October 1, 2003 at 102% of the principal amount thereof. The Paying Agent is hereby authorized and directed to provide written notice of such redemption to the paying agent for the Refunded Bonds being called for redemption and such paying agent shall provide written notice at least thirty (30) days prior to the redemption date to each of the registered owners of such Refunded Bonds at their respective addresses as they appear on the registration books of the registrar for the Refunded Bonds. SECTION 4.06. Severability of Invalid Provisions. Iif any one or more of the covenants, agreements or provisions of this Supplemental 2003 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 2003 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 Supplemental 2003 Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2003 Bonds issued hereunder. SECTION 4.07. Effective Date. This Supplemental 2003 Resolution shall take effect immediately upon its adoption. DULY ADOPTED this 18th day of November, 2003. 23 CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA (SEAL) S. Scott Vandergrift, Mayor ATTEST: Jean Grafton, Clerk FOR USE AND RELIANCE ONLY BY THE APPROVED BY THE OCOEE CITY CITY OF OCOEE, APPROVED AS TO COMMISSION AT A MEETING HELD ON FORM AND LEGALITY, THIS DAY NOVEMBER 18, 2003 UNDER AGENDA OF NOVEMBER. ITEM NO. FOLEY & LARDNER 24 EXHIBIT A FORM OF CONTINUING DISCLOSURE CERTIFICATE A-1 EXHIBIT B FORM OF PRELIMINARY OFFICIAL STATEMENT B-1 EXHIBIT C FORM OF ESCROW DEPOSIT AGREEMENT C-1 EXHIBIT D MUNICIPAL BOND INSURANCE COMMITMENT D-1 EXHIBIT E GUARANTY AGREEMENT E-1 EXHIBIT F FORM OF BOND PURCHASE AGREEMENT F-1 Copy of Public Hearing Advertisement Date Published Orlando Sentinel w SUNDAY, NOVEMBER 9, 2003 K17 Advertisement f+mCITY OF ROMA the Notice errof hereby given City of Ocoee, I Florida that the City Commission of the City of Ocoee, Florida (the City')at a session to be held on November 18,2003 at 7:15 p.m.,or as soon thereafter as practical,.will hold a Public Hearing at Ocoee City Hall, 150 N. Lakeshore Drive, Ocoee,Florida in order to consider the issuance of not to exceed 515,000,000 Water and Sewer System Refunding and Improvement Reve- nue Bonds,Series 2003,for the pur- pose of refunding all or a portion of the City's Water and Sewer System Refunding and Improvement Reve- nue Bonds,Series 1993 and to ac- quire and construct capital im- provements to the City's Water and Sewer System. Interested parties may appear at the meeting and be heard with re- spect to the proposed action.A copy of the proposed action may be ex- amined at Ocoee City Hall,150 N. Lakeshore Drive, Ocoee, Florida between the hours of 8:00 a.m.and 5:00 p.m.,Monday through Friday. You are advised that if a person de- cides to appeal any decision made with respect to any matter consid- ered at such hearing,he or she will need a record of proceedings and for such purpose may need to in- sure that a verbatim record of the proceeding is made,which record includes the testimony and evi- dence upon which the appeal is based. Persons with.disabilities needing assistance to participate in any of these proceedings should contact the City Clerk's office 48 hours in advance of the meeting at (407)905-3105. Jean Grafton,City Clerk November 9,2003 - 0LS5334160• 11/9/03 EXHIBIT I GUARANTY AGREEMENT ` GUARANTY AGREEMENT dated as of 200 ..by and:between ,a public body corporate organized and existing under the laws of the State of (the"Obligor");and AMBAC ASSURANCE CORPORATION("Ambac"),a Wisconsin domiciled stock insurance company. d . . . WITNESSETH: ' • • WHEREAS,the.Obligor has or will issue_(the"Obligations");and WHEREAS, Ambac will issue its Surety Bond(the"Surety Bond"), substantially in the form set forth in Annex A to this Agreement,guaranteeing certain payments by the Obligor subject to the terms and limitations of the Surety Bond,and WHEREAS,to induce Ambac to issue.the.Surety Bond,the Obligor has agreed to paythe premium for .. such. Surety Bond and to reimburse Ambac for all payments made by Ambac under the Surety Bond from Legally Available Funds,all as more fully set forth in this Agreement;and • WHEREAS, the.Obligor understands that Ambac expressly requires the delivery of this Agreement as part of the consideration for the execution by Ambac of the.Surety Bond;and • NOW, THEREFORE,in consideration of the premisesand of the agreements herein contained and of the execution of the Surety Bond,the Obligor and Ambac agree as follows: ARTICLE I DEFINITIONS; SURETY BOND . :Section 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires,the terms which are capitalized herein shall have themeanings specified in Annex B,hereto. Section 1.02. Surety Bond. - (a):Ambac will issue the Surety Bond in.accordance with-and subject to the terms and conditions of the Commitment. • •,(b) The maximum liability of Ambac under the Surety Bond and the coverage and term thereof shall be subject to and limited by the Surety Bond Coverage and the terms arid conditions of the Surety Bond.: (c) Payments made under the Surety Bond will reduce the.Surety Bond Coverage to the extent of that payment, provided that the Surety.Bond Coverage shall be automatically reinstated to the extent'of the reimbursement of principal by the Obligor of any payment made by Ambao Ambac shall notify the Paying Agent in writing no. later than the fifth (5th) day following the reimbursement by the.Obligor that the Surety Bond has been • reinstated to the extent of such reimbursement: • :. ; Section 1.03. Premium..:.In consideration of Ambac agreeing to issue the Surety Bond hereunder,the Obligor hereby agrees to pay or cause''.to be paid from Legally,Available Funds the premium set forth_in.the { Commitment. -Section 1.04. Certain Other Expenses: The Obligor will pay all reasonable fees and:disbursements:of Ambac's • • counsel related to any modification of this Agreement or the Surety Bond.. 15 ARTICLE IL . REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFORE • • I - Section 2.01. Reimbursement for Payments Under the Surety Bond and Expenses. (a) The Obligor will reimburse Ambac, from Legally Available Funds within the Reimbursement Period, without demand or notice by Ambac to the'Obligor.or any other person, to the extent of:each'Surety Bond 'Payment with interest on each Surety Bond Payment from and including the date made to-the date of the , .reimbursement by the Obligor at the Effective Interest Rate.The Obligor agrees that it shall make monthly level- principal repayments for.each Surety Bond Payment during the Reimbursement Period. Interest on.each Surety Bond Payment shall be paid monthly during the ReimbursementPeriod..To'theextent that interest payments due • •' , hereunder are not paid on ia monthly basis, or are not paid.as each principal repayment is made, interest shall accrue on such unpaid amounts at rate equal to the Effective Interest Rate. : (b) The Obligor also agrees- to reimburse Ambac, from Legally Available Funds,'. immediately and. •• unconditionally upon demand for•all reasonable expenses incurred by Ambac in connection with the Surety Bondand the enforcement by Ambac of the Obligor's obligations under this Agreement together with interest On all such expenses from and including the date which is'30 days from the date a statement for such expenses is - received by the Obligor incurred to the date of payment at the rate set forth in subsection(a)of this Section 2.01. • • Section 2.02.. Allocation of Payments: Ambac and the Obligor hereby agree that each repayment of principal : : received by Ambac from or on behalf of the Obligor as a reimbursement to'Ambac.as required by Section 2.01(a) hereof shall be applied to reinstate all.or a•portion of the Surety Bond Coverage to the extent of such • - repayment. Any interest payable pursuant to Section 2.01(a) hereof shall not be applied to the reinstatement of •: • any portion of the Surety Bond Coverage. • • Section 2.03. Security for Payments; Instruments of Further Assurance. To the extent,but only-to the extent, that the Resolution.pledges to the Owners or any payingagent therefor, or grants a security interest or lienin or : on any collateral property, revenue or other•payments ("Collateral and Revenues") inorder to secure the :Obligations or provide a source of payment for the Obligations;the Obligor hereby grants to Ambac a security: interest in or lien on;as the.case may be, and pledges to Ambac all such Collateral and Revenues as security for payment of all amounts due hereunder,which.security interest, lien and%or pledge created or granted under this-- :._• :: Section 2.03 shall be subordinate only to the interests of the Owners and any paying'agent therefor in such • . Collateral and Revenues:The Obligor agrees that it will, from time to time, execute,acknowledge and deliver, . . _ or cause to be executed, acknowledged and delivered, any and all financing statements,if applicable, and all • • other further instruments as may.be required.by law or as'shall reasonably be requested by Ambac for the : • perfection of the security interest,if any, granted under this Section 2.03 and for the preservation and protection-. of all rights of Ambac under this Section 2.03. • -:Section 2.04. Unconditional Obligation.' The obligations of the Obligor hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement,irrespective of: • • • (a) any lack of validi or enforceabilityof, or any amendment or other modification of,'or waiver with res.`ect Y tY: _ P to the Resolution or.the'Obligations; (b). any exchange;'release or nonperfectionof any security interest in property securing.the Obligations or this ; , • Agreement or any obligations hereunder; '(c) any circumstances which might otherwise constitute a defense available to,or discharge of,the Obligor:with .respect to the Obligations; • • 17. (d) whether..or not such obligations are continent or matured, disputed or undisputed,::"liquidated or I unliquidated. - , . ARTICLE III EVENTS OF DEFAULT;REMEDIES i • Section-3.01. Events of Default. The following events shall constitute Events of Default hereunder (a) • The Obligor shall fail topayto Ambac anyamount Payable under Sections.1.04.and 2.01 hereof'and g pY failure shall have continued for a period in excess of the Reimbursement Period; (b) Any material representation or warranty made by the.Obligor hereunder or under the Resolution or•any statement in the application for the Surety Bond or any report,certificate,financial statement or other instrument provided"in connection with the Commitment, the Surety Bond or herewith.shall have been materially false at. the timewhen made; .•. (c) Except as otherwise provided in this Section 3.01, the Obligor shall fail to perform any of its other. ; obligations under this Agreement, provided that such failure continues for more than thirty (30) days after receipt by the Obligor of notice of such failure to perform; . • (d) The Obligor shall (i).voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or.,any other Federal,state or foreign bankruptcy, insolvency or similar law,(ii) consent to the institution of,or fail to controvert in a timely:and appropriate manner,any such proceeding:or the filing of any such petition, (iii) apply foror consent to the appointment of a receiver, paying agent, custodian, . sequestrator.or .similar official for the Obligor or for.a substantial.part .of its property, (iv) file an answer admitting the'material allegations of a:petition filed against it in any such.proceeding, (v) make a general assignment for the benefit of creditors, (vi)become unable,admit in writing its inability or failgenerally to pay - its debts as they become due or(vii)take action for the purpose of effecting any of the foregoing;or (e) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court-of " • competent jurisdiction seeking (i) relief in respect'of the Obligor,or of a substantial part of its property,under ' the United States Bankruptcy Code or any other Federal, state or foreignbankruptcy,insolvency or.similar law or(ii)the appointment of a receiver,paying agent,custodian,sequestrator'or similar official for.the Obligor or 7 for a substantial part.of its property; and such proceeding or petition shall continue undismissed for sixty(60) days or an order or decree approving or ordering any of the foregoing shall continue.unstayed'and in effect for thirty(30)days. : Section 3.02. Remedies.:If an Event of Default shalloccur and be continuing, then Ambac may take whatever , action at.law or in equity:may appear necessary or desirable to collect the amounts then due and thereafter to become due under this Agreement or any related instrument and enforce any obligation,agreement or covenant of the Obligor under. this Agreement;'provided, however;that Ambac may not take any action to direct or require acceleration or other early redemption of the Obligations or adversely affect the rights of the Owners: • All rights and remedies of Ambac under this Section 3.02 are cumulative and the exercise of any one remedy does not preclude the exercise of one or more of the other available remedies. • • ARTICLE IV • SETTLEMENT. 18 Ambac shall have the exclusive right to decide and'determine whether any claim; liability, suit or judgment made or brought against Ambac, the Obligor or any other party on the Surety Bond shall or shall not be paid, compromised,resisted, defended,tried or appealed, and Ambac's decision thereon, if made in good faith, shall. be.final and bindingupon the Obligor. An itemized statement of payments made by Ambac, certified by.an officer of Ambac,or the voucher or vouchers for such payments,shall be prima.facie evidence of the liability of the Obligor,and if the Obligor fails to reimburse Ambac,pursuant to subsection(b)of Section 2,01 hereof,upon the receipt of such statement of payments, interest shall be computed on such amount from-the date of any payment made by Ambac at the rate set forth in subsection(a)of Section 2.01 hereof. . ARTICLE V . • MISCELLANEOUS . Section 5.01. Computations. All computations of premium, interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days, Section 5,02. Exercise of Rights. No failure or delay on the part of Ambac to exercise any right, power or privilege under this Agreement and no course of dealing between Ambac and the Obligor:or any other party shall operate as "a waiver of any such right, power or privilege, nor shall any single or partial exercise of any - such right,power or privilege preclude any,other or further exercise thereof or the exercise of any other.right,. - • power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any • rights or remedies which Ambac would otherwise have pursuant to law or equity.No notice to or demand on " any party in any case shall entitlesuch party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of.the other party.to any other or further action in any. circumstances without notice or demand. • Section 5.03. Amendment and Waiver. Any:provision of this Agreement may be amended, waived,. • supplemented, discharged or terminated only with the prior written consent'of the Obligor and Ambac: The Obligor hereby agrees that upon the'written request of the Paying Agent,Ambac may make or consent to issue any substitute for'the Surety Bond to cure any ambiguity or formal defect or omission.in:the Surety.Bond.which does not materially change the terms of the Surety Bond nor adversely affect the rights of the Owners,:and this . *Agreement shall apply to such substituted.Surety Bond. Ambac agrees to deliver to the Obligor and to the company orcompanies;if any;rating the Obligations,a copy of such substituted Surety Bond Section 5.04. Successors and Assigns;Descriptive Headings.. • (a) This Agreement_shall bind, and the benefitsthereof shall inure to,"the Obligor and.Ambac and their respective successors and assigns; provided,that the Obligor may not transfer or assign"any or all of its rights and obligations hereunder without the prior written consent of Ambac. (b) The descriptive headings.=of the various provisions of this"Agreement are inserted for convenience of.: - reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof Section 5.05. Other Sureties...'If Ambac shall procureany othersurety to reinsure the Surety Bond, this Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a direct , ' right of action against the Obligor to enforce.this Agreements and "Ambac,".wherever used herein,:shall.be deemed to includesuch reinsuring:surety,as its respectiveinterests may appear. Section 5.06. Signature on Obligation. The Obligor's liability shall not'be affected by its failure to sign the Surety Bond nor by any:claim that other indemnity•or security was to have been obtained nor by the release of any indemnity,nor the return or exchange of any collateral that may have been obtained. Section 5.07.:Waiver. The Obligor waives any defense that.this Agreement was executed subsequent to the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to the Obligor's request and in reliance on the Obligor's promise to execute this Agreement. 19 • • Section 5.08..Notices,Requests:Demands..Except as otherwise expressly provided herein, all written notices, requests, demands or other communicationsto or upon the respective parties hereto shall be deemed to have been given or made when..actually received, or in the case of telex or telecopier notice sent over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as specified below orat.such . other address as either of the parties hereto or the Paying Agent mayhereafter specify in writing to the others: I . If to the Obligor: . > • If to the Paying Agent: > • If to Ambac: Ambac Assurance Corporation One State Street Plaza 17th Floor . New York,New York 10004 Attention: General Counsel 'Section 5:09. Survival of Representations and Warranties: All representations, warranties and obligations contained herein shall survive the execution and delivery-of this Agreement and the Surety Bond. Section 5.10. Governing Law.. This Agreement and the rights-and obligations of the parties under this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State: Section 5.11. Counterparts. This Agreement may be executed in any number of copies and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument Complete counterparts of this Agreement shall be lodged with the Obligor and Ambac. • •Section 5.12. Severability. In the event any provision of this Agreement shall be held invalid-or unenforceable • ..by any court of competentjurisdiction, such holding shall not invalidate or render unenforceable any.other. • provision hereof. IN WITNESS WHEREOF; each of the parties hereto has caused.a counterpart:of this Agreement to be duly ' executed and delivered as of the date first above written: ` • • [OBLIGOR] (Seal) Attest. • By Title: Title: - • AMBAC ASSURANCE CORPORATION Attest: By. Title: Title: 20 • ANNEX A- SURETY BOND . • 21 . ANNEX B DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided herein or unless`the context otherwise requires,all capitalized terms shall have the meaning as set out below: ' "Agreement" means this Guaranty Agreement. "Ambac". has the same meaning as set forth in the first paragraph of this Agreement. • • "Collateral and Revenues" has thesame meaning as set forth in Section 2.03 hereof. "Commitment" means the Ambac Commitment for Surety.Bond in the form attached hereto as Annex C. • • "Debt Service Payments" means those payments required to be made by.the Obligor which will be applied to payment of principal of and interest on-the Obligations. "Effective Interest Rate"means the lesser of the Reimbursement Rateor the maximum rate of interest permitted by then applicable law; provided, however, that the Effective Interest Rate shall in no event be less than the interest rate on the Obligations:. . "`Event of Default"shall mean those events of default set forth.in Section 3.01 of this Agreement. "Legally Available Funds" means.any moneys legally:available to the Obligor for.the payment of its,: obligations. • • - "Obligations" has the same meaning'as set forth in the second paragraph of this Agreement:. "Obligor" has the same meaning as set forth in the first paragraph of this Agreement . • "Owners" means the registered ownerof any Obligation as indicated in thebooks maintained by the applicable paying agent,the Obligor or any designee of the Obligor for such purpose:The term"Owner"shall not include the Obligor or any.person or entity whose'obligation or obligations by agreement constitute the underlying • security or source of payment for the Obligations. ... "Paying Agent" means • "Reimbursement Period means, with respect to a particular Surety Bond Payment,the period commencing on. the date of such Surety Bond Payment and ending 12 months following such Surety Bond Payment. "Reimbursement Rate" means Citibank's prime rate plus two (2) percent per annum, as of the date•of such Surety Bond Payment, said "prime rate" being the rateof interest announced from time to time by Citibank,. New York,New York,as:its prime rate.The rate of interest shall be calculated on the basis of a 360 day year. • • • 22 • "Resolution"means • • "State"means the State of - "Surety Bond" means the Surety Bond issued by Ambac.substantially.in the formattached to this Agreement as Annex A. "Surety Bond Coverage" means the amount available at any particular time to bepaid to,the Paying Agent under the terms of the Surety Bond,which amount shall never exceed$ "Surety Bond Payment".means an amount equal to the Debt Service Payment less(i)thatportion of the Debt Service Payment paid by.the Obligor,and(ii)other funds legally available to the Paying Agent for payment to the Owners,all as certified by the Paying Agent ina demand for payment rendered pursuant to the terms of the Surety Bond: d ANNEX C . COMMITMENT • 24 "` • EXHIBIT J • AMBAC ASSURANCE CORPORATION WIRING INSTRUCTIONS Citibank N.A. ABA NO.021000089 For:Ambac Assurance Corporation A/C No..40609486.. Attention: [Closing Coordinator],212-208-3--- *** Please indicate.Policy Number on wire and call your closing coordinator with your wire reference number on the morning of closing***. • • • • 25 Ambac Assurance Corporation One State Street Plaza New York,NY 10004 212.668.0340 A member of Ambac Financial Group,Inc. COMMITMENT FOR FINANCIAL GUARANTY INSURANCE Obligor: CITY OF OCOEE,FLORIDA Commitment Number: 25840 Commitment Date: November 3,2003 Expiration Date: February 2,2004 Obligations: $13,780,000*Water and Sewer Refunding and Improvement Revenue Bonds, Series 2003, dated November 1, 2003 maturing on October 1 in the years 2004 through 2033, both inclusive. Insurance premium: 0.488% of the total principal and interest due on the Obligations (Fitch,Inc., Moody's Investors Service and Standard&Poor's Credit Markets Services assess separate rating fees which are payable directly to them. Each rating agency will bill separately and all questions regarding the payment of such fees must be addressed to the applicable agency.) , Ambac Assurance Corporation("Ambac"),a Wisconsin Stock Insurance Corporation, hereby commits to issue a Financial Guaranty Insurance Policy (the 'Policy") relating to the above- described debt obligations (the "Obligations"), substantially in the form imprinted in this Commitment, subject to the termsand conditions contained herein or added hereto(see conditions set forth herein). To keep this Commitment in effect after the expiration date set forth above,a request for renewal must be submitted to Ambac prior to such expiration date. Ambac reserves the right to refuse wholly or in part to grant a renewal. The Financial Guaranty Insurance Policy shall be issued if the following conditions are satisfied: 1. The documents to be executed and delivered in connection with the issuance and sale of the Obligations shall not contain any untrue or misleading statement of a material fact and shall not fail to state a material fact necessary in order to make the information contained therein not misleading. 2. No event shall occur which would permit any purchaser of the Obligations,otherwise required,not to be required to purchase the Obligations on the date scheduled for the issuance and delivery thereof. 3. There shall be no material change in or affecting the Obligations (including, without limitation, the security for the Obligations or the proposed debt service structure for the Obligations)or the financing documents or the official statement(or any similar disclosure document)to be executed and delivered in connection with the issuance and sale of the Obligations from the descriptions or schedules thereof heretofore provided to Ambac. *Subject to change,with Ambac's approval. 4. The Obligations shall contain no reference to Ambac, the Policy or the financial guaranty insurance evidenced thereby except as may be approved by Ambac. 5. Ambac shall be provided with: (a) Executed copies of all financing documents, the official statement (or any similar disclosure document)and the various legal opinions delivered in connection with the issuance and sale of the Obligations; including, without limitation, the unqualified approving opinion of bond counsel rendered by a law firm acceptable to Ambac. The form of Bond Counsel's approving opinion shall also indicate, if applicable,that the Obligations are exempt from federal income taxation,that the Obligor must comply with certain covenants wider and pursuant to the new tax law and that the Obligor has the legal power to comply with such covenants. Such opinion of bond counsel shall be addressed to Ambac or,in lieu thereof,a letter shall be provided to Ambac to the effect that Ambac may rely on such opinion as if it were addressed to Ambac. (b) Evidence of a wire transfer in an amount equal to the insurance premium at the time of the issuance and delivery of the Obligations. 6. Unless expressly waived in whole or in part by Ambac, the financing documents and the Official Statement shall contain (a) the terms and provisions provided in Ambac's STANDARD PACKAGE transmitted herewith, and (b) any additional oral or written provisions or comments submitted by Ambac. 7. Ambac shall receive a copy of any insurance policy, surety bond, guaranty or indemnification or any other policy, contract or agreement which provides for payment of all or any portion of the debt, the costs of reconstruction, the loss of business income or in any way secures, ensures or enhances the income stream anticipated to pay the Obligations. 8. Any provisions or requirements of the Purchase Contract or Bond Purchase Agreement referencing Ambac must be sent to the attention of Danielle Brackett not less than five (5)business days prior to closing. If such provisions or requirements are not received within that time, compliance may not be possible. 9. Review and approval by Ambac at least 5 days prior to the closing of the Escrow Agreement for the defeasance of the applicable Obligations(the"Prior Obligations"). 10. Prior to closing,Ambac must receive certification by an accounting firm acceptable to Ambac that the securities invested are sufficient to pay the Prior Obligations.Upon receipt of this commitment Ambac should be notified which firm will be providing certification. 11. Receipt of an acceptable opinion of counsel addressed to Ambac that the Prior Obligations have been legally defeased. 12. Receipt of an acceptable opinion of counsel addressed to Ambac with regard to the validity and enforceability of the Escrow Agreement. 13. If a forward supply contract is used: (a) Securities delivered to the escrow agreement must be non-callable U.S. Government obligations, which do not mature later than the date needed to pay debt service on the refunded Obligations. (b) The CPA verification must be in form and substance satisfactory to Ambac and must opine that the escrow is sufficient to defease the refunded Obligations whether or not the forward supply contract provider delivers securities to the escrow. (c) The forward supply contract must specify that(i)the purchase price of the securities delivered to the escrow must not exceed the amount of cash received from maturing securities in the escrow, as specified in the verification,and(ii)the maturity value of the securities delivered to the escrow must not be less than the purchase price paid for such securities. (d) The forward supply contract provider shall have no recourse to the escrow upon any failure of the Obligor or escrow agent to perform its obligations under the forward supply contract. Other than the payment of the purchase price for the securities to be delivered pursuant to the forward supply contract,no payments of any other kind may be made from the escrow in respect of the forward supply contract. (e) The forward supply contract provider must be rated at least A by a nationally recognized rating agency. (f) The forward supply contract shall be in form and substance satisfactory to Ambac. 14. At the end of any fiscal year where the City is not in compliance with the rate covenant, the City agrees to conduct an independent rate study within sixty(60) days and implement the recommended rates or another plan approved by the Insurer within six(6)months. Authorized Offi. EXHIBIT A FORM OF CONTINUING DISCLOSURE CERTIFICATE A-1 CONTINUING DISCLOSURE CERTIFICATE THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and delivered by the CITY OF OCOEE, FLORIDA (the "City" or the "Issuer"), in connection with the issuance of its $14,000,000 Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the 'Bonds"). WITNESSETH: WHEREAS, the Bonds are being issued pursuant to Chapter 166, Florida Statutes, the Charter of the City and other applicable provisions of Florida law, and Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32, adopted by the City Commission on December 3, 1996, and as amended and supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November 18, 2003, authorizing the Series 2003 Bonds (collectively, the "Resolution"); and WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the City; and WHEREAS, the City now desires to enter into this Certificate with respect to the Disclosure Rule; NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City agree as follows: 1. Recitals; Definitions. The foregoing recitals are true and correct and incorporated herein by this reference. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Resolution. 2. Definitions. "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 hereof. "Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday, Sunday or a day on which the New York Stock Exchange is closed. {0R687576;1} "Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission under the authority of the Securities Exchange Act of 1934, as the same may be amended or officially interpreted by the Securities and Exchange Commission from time to time. "Dissemination Agent" shall mean the City or any successor Dissemination Agent designated in writing by the City and which has filed with the City written acceptance of such designation. "Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law. "Listed Events" shall mean any of the events listed in Section 5(a)hereof. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Disclosure Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository Standard&Poor's J.J. Kenny Repository 101 Business Park Drive 55 Water Street 45th Floor Skillman,NJ 08558 New York, NY 10041 Phone: (609) 279-3225 Phone: (212) 438-4595 Fax: (609) 279-5962 Fax: (212) 438-3975 Email: Munis@Bloomberg.com Email: nrmsir_repository@sandp.com FT Interactive Data DPC Data, Inc. Attn: NRMSIR One Executive Drive 100 William Street Fort Lee,NJ 07024 New York,NY 10038 Phone: (201) 346-0701 Phone: (212) 771-6999 Fax: (201) 947-0107 Fax: (212) 771-7390 Email: nrmsir@dpcdata.com (Secondary Market Information) Fax: (212) 771-7391 (Primary Market Information) Email: NRMSIR@FTID.com "Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds, which person is the City. {0R687576;1} 2 "Participating Underwriter" shall mean the original underwriters of the Bonds that are required to comply with the Disclosure Rule in connection with the offering of such Bonds. "Repository" shall mean each National Repository and each State Repository. "State Repository" shall mean any public or private repository or entity designated by the State of Florida as a state repository for the purpose of the Disclosure Rule and recognized as such by the Securities and Exchange Commission. As of this date, no such designation has been made by the State of Florida. 3. Provision of Annual Reports. (a) Not later than April 30 of each year commencing April 30, 2004, the City shall provide an Annual Report consistent with the requirements of Section 4 below to each Repository. The Annual Report may be submitted as a single document or as separate documents comprising a package; provided that the City's annual audited financial statements (the "Audit") may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided in such event unaudited financial statements shall be delivered in a format similar to the audited financial statements contained in the final Official Statement (hereinafter defined) for the Bonds together with the balance of the Annual Report. If the City's Fiscal Year changes, the City shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to (i) each National Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. {0R687576;1} 3 4. Contents of Annual Report. The Annual Report shall contain or incorporate by reference the following: (a) The Audit for the immediately preceding Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to operations of the City, as same may be modified from time to time by Florida statutory requirements and the governmental accounting standards promulgated by the Government Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated , 2003 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) An update of the financial information and operating data contained in the Official Statement under the sections captioned "THE SYSTEM" and "HISTORICAL AND PROJECTED SCHEDULE OF NET REVENUES AND DEBT SERVICE" The information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference. 5. Reporting of Listed Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds, if material: (i) Delinquency in payment when due of principal or interest on the Bonds; (ii) Non-payment related defaults; (iii) Amendment to the Resolution modifying the rights of the Holders of the Bonds; (iv) Optional, contingent or unscheduled prepayment of the Bonds; (v) Defeasance of the Bonds or any portion thereof; (vi) Any change in any rating of the Bonds; {0R687576;1} 4 (vii) Adverse tax opinions or events adversely affecting the tax- exempt status of the interest on the Bonds; (viii) Any unscheduled draw on the reserve account for the Bonds reflecting financial difficulties; and (ix) The release, substitution, or sale of any property securing repayment of the Bonds or any portion thereof. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, as soon as possible, determine if such event would be material under applicable federal securities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii) or (viii) shall always be deemed to be material. (c) If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the City shall promptly report the occurrence pursuant to subsection (d)below. (d) If the City determines that the Listed Event would be material under applicable federal securities laws, the City shall file a notice of such occurrence with the Municipal Securities Rulemaking Board or each National Repository and the State Repository. Each such notice shall be captioned "Material Event Notice" and shall prominently state the date, title and CUSIP numbers of the Bonds to which it relates. 6. Termination of Reporting Obligations. The obligations of the City hereunder shall terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule by legislative, judicial or administrative action. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(d). 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent other than itself to assist it in carrying out its obligations hereunder and may discharge any such Dissemination Agent with or without appointing a successor Dissemination Agent. 8. Obligated Persons. The Obligated Person with respect to the Bonds shall be the City. 9. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under this Certificate. Notwithstanding any other provision of the Resolution to the contrary, failure of the City or the Dissemination Agent to {0R687576;1} 5 comply with the requirements of this Certificate shall not be considered an event of default under the Resolution, and the sole remedy under this Certificate in the event of any failure of the City or Dissemination Agent to comply with the provisions of this Certificate shall be an action to compel performance. 10. Amendment; Waiver. Notwithstanding any other provision hereof, the City and the Dissemination Agent may amend the provisions of this Certificate without consent of the Holders or Beneficial Owners of Bonds and any provision of this Certificate may be waived provided the undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Disclosure Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Disclosure Rule, as well as any change in circumstances. In the event of any amendment or waiver of a provision of this Certificate, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(d); and(ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. 11. Additional Information. Nothing herein shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Certificate. If the City chooses to include any information in an Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Certificate, the City shall have no obligation to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. 12. Purpose of this Certificate. This Certificate constitutes the written undertaking for the benefit of the Holders and Beneficial Owners of the Bonds required by Section(b)(5)(i) of the Disclosure Rule. 13. Beneficiaries. The covenants contained herein shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners from time to time of the Bonds and shall create no rights in any other person or entity. 14. Governing Law. This Certificate shall be governed by the laws of the State of Florida and Federal law and venue shall be in Orange County, Florida. {0R687576;1} 6 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the day of , 2003. CITY OF OCOEE, FLORIDA By: Mayor [SEAL] ATTEST Clerk {0R687576;1} 7 EXHIBIT "A" NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Ocoee, Florida Name of Bond Issue: Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Bonds") Date of Issuance: 1, 2003 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate. The City anticipates that the Annual Report will be filed by CITY OF OCOEE, FLORIDA By: Name: Title: Dated: {0R687576;1} EXHIBIT B FORM OF PRELIMINARY OFFICIAL STATEMENT B-1 EXHIBIT C' FORM OF ESCROW DEPOSIT AGREEMENT C-1 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT,dated as of ,2003,by and between the CITY OF OCOEE, FLORIDA(the "Issuer"), and SUNTRUST BANK, ORLANDO FLORIDA, 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"); WITNESSETH: WHEREAS,the Issuer has previously authorizedand issued obligations,hereinafter defined as "Refunded Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of 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; and WHEREAS, in order to obtain the funds needed for such purpose,the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing its Water and Sewer System Refunding and Improvement Bonds, Series 2003, as defined herein; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer from the aforestated obligations; 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 interest, principal and redemption on the Refunded Bonds coming due in such year as shown on Schedule A attached hereto and made a part hereof (c) "Bonds" means the $15,000,000 City of Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003, issued under the Resolution. (d) "Eligible Securities"means direct, full faith and credit,non-callable obligations of the United States of America. (e) "Escrow Account" means the account hereby created and entitled Escrow Account established and held by the Escrow Agent pursuant to this Agreement,in which cash and investments will be held for payment of the principal of and accrued interest on the Refunded Bonds as they become due and payable. (f) "Escrow Agent"means SunTrust Bank, Orlando, Florida,having its primary corporate trust office in Orlando, Florida, and its successors and assigns. (g) "Escrow Requirement" means, as of any date of calculation, the sum of an amount in cash and principal amount of Federal Securities in the Escrow Account which together with the interest to become due on the Federal Securities will be sufficient to pay the Total Debt Service on the Refunded Bonds in accordance with Schedule A. (h) "Issuer"means the City of Ocoee, Florida, and its successors and assigns. (i) "Resolution" means collectively, Resolution No. 93-02 adopted February 2, 1993, as amended and supplemented and Resolution No. adopted by the governing body of the Issuer on November_, 2003, authorizing issuance of the Bonds. (j) "Refunded Bonds"means all or a portion of the Issuer's remaining outstanding City of Ocoee,Florida Water and Sewer System Refunding and Improvement Revenue Bonds,Series 1993 as shown on Schedule D. (k) "Total Debt Service"means the sum of the principal, premium and interest remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto. SECTION 2. Deposit of Funds. The Issuer hereby deposits$ -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. $ of such funds are being derived from proceeds of the Bonds. $ of such funds are being derived from legally available funds of the Issuer. The Issuer represents that such securities and funds are at least equal to the Escrow Requirement as of the date of such deposit. 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 Eligible Securities set forth on Schedule C attached hereto and to hold such securities 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 cash and securities deposited will not be less than the Escrow Requirement and only upon receipt of an opinion of Bryant Miller & Olive P.A., that such securities constitute Eligible Securities for purposes of this Agreement; 2 (d) there will be no investment of funds except as set forth in this Section 3 and Section 5 hereof 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 Wachovia Bank,National Association,Jacksonville,Florida(formerly First Union Bank of Florida), 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. On each of the due dates as shown on Schedule B,the Escrow Agent shall pay the portion of the expenses coming due on such date to the appropriate payee or payees designated on Schedule B or designated by separate certificate of the Issuer. (c) Surplus. After making the payments from the Escrow Account described in Subsection 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 Escrow Requirement until the termination of this Agreement,and shall then pay any remaining funds to the Issuer for deposit into the Debt Service Fund to pay interest on the Bonds. (d) Priority of Payments. The Holders of the Refunded Bonds shall have an express first priority security interest in the funds and Eligible Securities in the Escrow Account until such funds and Eligible 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 Eligible 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 Eligible Securities acquired hereunder and shall substitute other Eligible Securities and reinvest any excess receipts in Eligible Securities. Any costs involved will be borne by the Issuer. 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 the cash and principal amount of Eligible Securities remaining on hand after the transactions are completed will be not less than the Escrow Requirement,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 to be included 3 in the gross income of the Holders thereof for purposes of Federal income taxation and such substitution is in compliance with this Agreement. SECTION 6. No Redemption or Acceleration of Maturity. Except as set forth in the Resolution and reflected on Schedule A hereto, the Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity, any Refunded Bonds. SECTION 7. 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 Eligible Securities, the retention of the Eligible 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 obli- gations of the Escrow Agent may be determined by the express provisions of this Agreement. 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. SECTION 8. 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 9. 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 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. 4 (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 10. 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 appoint an Escrow Agent to fill such vacancy. 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 pre- scribe, 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 the bond administration portion of its corporate trust business and assets as a whole or substantially as a 5 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 $15,000,000,provided that such successor Escrow Agent assume in writing all the trust,duties and responsibilities of the Escrow Agent hereunder. SECTION 11. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it has agreed to accept compensation under the Agreement in the sum of$ ,payable at closing, for services to be performed by the Escrow Agent pursuant to this Agreement, plus out-of-pocket expenses (including attorneys fees) to be reimbursed at cost from legally available funds of the Issuer. 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 12. 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. SECTION 13. 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 Moody's Investors Service at the address set forth in Section 14, but such covenant or agreements herein contained shall be null and void and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 14. 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 affected Holders,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. 6 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 SECTION 15. Indemnity. To the extent permitted by law,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, the establishment of the Escrow Account established hereunder, the acceptance of the funds and securities deposited therein, the purchase of the Eligible Securities, the retention of the Eligible 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,how- ever,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 Agent shall not be liable for any deficiencies in the amounts necessary to pay the Escrow Requirement. 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 Eligible Securities and the earnings thereon to pay the Escrow Requirement. 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 construed under the laws of the State of Florida. 7 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) Mayor ATTEST: Clerk 8 ESCROW DEPOSIT AGREEMENT SUNTRUST BANK, ORLANDO FLORIDA (SEAL) By ATTEST: 9 SCHEDULE A TOTAL DEBT SERVICE FOR REFUNDED BONDS [Schedule Attached] SCHEDULE B EXPENSES TO BE PAID BY ESCROW AGENT Name of Payee Amount NONE SCHEDULE C SCHEDULE OF ELIGIBLE SECURITIES [Schedule Attached] SCHEDULE D [Schedules attached] EXHIBIT D MUNICIPAL BOND INSURANCE COMMITMENT D-1 EXHIBIT E GUARANTY AGREEMENT E-1 EXHIBIT F FORM OF BOND PURCHASE AGREEMENT F-1 CITY OF OCOEE, FLORIDA Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 BOND PURCHASE CONTRACT November , 2003 Mayor and Members of the City Commission City of Ocoee, Florida Dear Mayor and Commission Members: William R. Hough & Co. as representative of the underwriters set forth on the cover of the Official Statement (defined herein) (collectively, the "Underwriter") 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 Underwriter. 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 Underwriter upon notice to the City at any time prior to the acceptance hereof by you and subject to cancellation by the Underwriter 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 Underwriter hereby agrees to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the City's $[14,000,000] aggregate principal amount of Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds"). The Series 2003 Bonds shall be dated as of November 1, 2003, 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 2003 Bonds shall be payable on April 1, 2004, and on each October 1 and April 1 thereafter to maturity or earlier redemption. The aggregate purchase price of the Series 2003 Bonds shall be $ (which takes into {08605707;4} account a net original issue discount [premium] of$ , accrued interest of$ and an Underwriter's discount of $ ). The Series 2003 Bonds initially shall be offered to the public at such prices or yields (including discounts) as indicated on Exhibit A attached hereto. The Series 2003 Bonds shall be issued pursuant to and under the authority of, Chapter 166, Part II, Florida Statutes and other applicable provisions of law (collectively, the "Act"), the Charter of the City of Ocoee and under and pursuant to Resolution No. 93-02 adopted by the City Commission on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32 adopted by the City Commission on December 3, 1996, (collectively, the "Original Instrument") and as specifically amended and supplemented by Resolution No. 2003-23, adopted by the City on November 18, 2003 (the Original Instrument, together with Resolution No. 2003-23, collectively, the "Resolution"). The Series 2003 Bonds will be payable solely from, and secured by, a pledge of and lien on the Pledged Funds (as defined in the Resolution). The Series 2003 Bonds are being issued to provide funds sufficient, together with other available funds of the City, to (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii) expand the capacity of and construct and acquire other improvements to the City's water and sewer system (the "System"), (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy premium. 2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a corporate check of the Underwriter payable to the order of the City in the amount of $ as security for the performance by the Underwriter of its obligation to accept and pay for the Series 2003 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 Underwriter. In the event you do not accept this offer, the check shall be immediately returned to the Underwriter. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Series 2003 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 Underwriter, 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 Underwriter. In the event that the City fails to deliver the Series 2003 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 of the Underwriter contained in this Bond Purchase Contract, or if the obligations of the Underwriter 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 Underwriter. 3. Offering. It shall be a condition of your obligation to sell and deliver the Series 2003 Bonds to the Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Series 2003 Bonds, that the entire aggregate principal amount of the Series 2003 {OR605707;4} 2 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a public offering of all of the Series 2003 Bonds at the initial offering prices (or yields) set forth in Exhibit A attached hereto; provided, however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Series 2003 Bonds. 4. Preliminary Official Statement and Official Statement. The City hereby confirms that it has heretofore made available to the Underwriter a Preliminary Official Statement of the City relating to the Series 2003 Bonds, dated May 1, 2003 (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 Underwriter to comply with any rules of the 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 Underwriter 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 its acceptance hereof, ratifies and approves the Preliminary Official Statement and the Underwriter' use thereof, and ratifies and approves and authorizes the Underwriter to use the Official Statement and all documents described therein in connection with the public offering and the sale of the Series 2003 Bonds. In accordance with Section 218.385, Florida Statutes, the Underwriter hereby discloses 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 Underwriter of(a) the Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any supplements or amendments thereto), (d) the Consulting Engineer's Report, (e) the Financial Feasibility Consultant's Report (e) Ordinance No. 2003-24 of the City, regarding the establishment of rates for the System, and (f) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 2003 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 {0R605707;4} 3 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. (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 2003 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 Underwriter. (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 2003 Bonds to the Underwriter 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 2003 Bonds contained in the Resolution, the Series 2003 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 2003 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Series 2003 Bonds; upon delivery of the Series 2003 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 Underwriter at the Closing in accordance with the provisions of this Bond Purchase Contract, the Series 2003 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 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. {0R605707;4} 4 (g) The adoption of the Resolution and the authorization, execution and delivery of this Bond Purchase Contract and the Series 2003 Bonds, and compliance with the 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 2003 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, 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 provided however that this representation shall not be deemed to be a representation by the City regarding approvals, consents, authorizations and orders related to the Project, which may be obtained subsequent to the date of this Bond Purchase Agreement, and the Closing. (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 2003 Bonds or the pledge of and lien on the Pledged Funds, or contesting or affecting the validity or enforceability in any respect relating to the Series 2003 Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Series 2003 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 Council or any authority for the issuance of the Series 2003 Bonds, the adoption or enactment 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 Underwriter as the Underwriter may reasonably request in order to (i) qualify the Series 2003 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the (0R605707;4} 5 United States as the Underwriter may designate, and (ii) determine the eligibility of the Series 2003 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 of the Series 2003 Bonds; provided, however, that the City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction 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 2003 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 Underwriter thereof, and, if in the reasonable opinion of the Underwriter 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 Underwriter a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel to the Underwriter) 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. (0R605707;4} 6 { 7. Closing. At 12:00 P.M., E.S.T., on December , 2003, or at such time on such earlier or later date as shall be agreed upon, you will deliver to the Underwriter, at the location and place to be agreed upon by you and the Underwriter, the Series 2003 Bonds in definitive form, duly executed, together with the other documents herein mentioned; and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you and the Underwriter the purchase price of the Series 2003 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 2003 Bonds shall be made available to the Underwriter at least one business day before the Closing for purposes of inspecting and packaging. The Series 2003 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriter has 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 Underwriter 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 2003 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 Underwriter. (c) At the time of Closing, a resolution or ordinance of the City incorporating the terms of the Series 2003 Bonds (or setting forth the parameters under which the Series 2003 Bonds may be sold to the Underwriter) 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 2003 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 Underwriter. (e) The Underwriter shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Series 2003 Bonds by notifying you in writing of their intention to do so if: {012605707;41 7 (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 2003 Bonds, which, in the opinion of counsel for the Underwriter 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 Underwriter, has the effect of requiring the contemplated issuance or distribution of the Series 2003 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 Underwriter and the financial advisor to the City, materially adversely affects the marketability of the Series 2003 Bonds or the market price thereof, or (iv) in the reasonable opinion of the Underwriter and the financial advisor to the City, payment for and delivery of the Series 2003 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 of prohibiting the issuance, offering or sale of the Series 2003 Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption or enactment 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 Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, {0R605707;4} 8 other than as described in the Official Statement, in either case payable from the full faith and credit of the City or any portion of 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 Underwriter, materially adversely affects the market price of the Series 2003 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 of New 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 Underwriter, materially adversely affects the market price of the Series 2003 Bonds or causes any information in the Official Statement to be misleading in any material respect, or (ix) prior to Closing, either (A) Standard & Poor's, a division of the McGraw Hill Companies, or Fitch Ratings shall inform the City or the Underwriter that the Series 2003 Bonds will not be rated at least "AAA" and "AAA" respectively or (B) Ambac Assurance Corporation (the "Insurer") shall inform the Underwriter 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. (f) At or prior to the date of the Closing, the Underwriter shall receive the following documents: (i) The Resolution certified by the City Clerk under seal as having been duly adopted or enacted by the City and as being in effect, with only such supplements, modifications or amendments as may have been agreed to by the Underwriter. (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 and 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 E. M605707;4} 9 (iv) A letter of Bryant Miller & Olive P.A., addressed to the Underwriter, 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 Underwriter and the Insurer to the same extent as if such opinion were addressed to the Underwriter and the Insurer. (v) A supplemental opinion of Bryant Miller & Olive P.A., addressed to the City and the Underwriter, 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 2003 BONDS," "THE SERIES 2003 BONDS," "TAX EXEMPTION," "CONTINUING DISCLOSURE," and in APPENDICES D, E and F (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 2003 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 E is correct; and (B) the Series 2003 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, Attorneys to the City, addressed to the City, the Insurer and the Underwriter, and dated the date of the Closing, in such form and substance acceptable to the Underwriter and Counsel to the Underwriter. (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 Underwriter, and in form and substance satisfactory to the Underwriter, 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 Akerman Senterfitt, Counsel to the Underwriter, addressed to the Underwriter, 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 Underwriter 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 {0R605707;4} 10 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 G 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 (the "Bank"), as Registrar, Paying Agent and Escrow Agent to the effect that(A)the Bank is a national bank duly organized, 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 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 Audited Financial Report of the City for the Fiscal year ended September 30, 2002, together with the audit opinion of McDermit, Davis, Puckett& Company, LLC, independent accountants. (xi) The Policy and Surety Bonds issued by the Insurer. (xii) A letter from McDermit, Davis, Puckett & Company, LLC 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; (xiii) A certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriter, 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 Underwriter and counsel to the Underwriter. (xiv) A certificate of the City Manager deeming the Preliminary Official Statement "final" as of its date for purposes of Rule 15c2-12; {0R605707;4} 1 1 (xv) A letter of Standard & Poor's, a division of McGraw Hill Companies, to the effect that the Series 2003 Bonds have been assigned a rating no less favorable than "AAA," and a letter of Fitch Ratings to the effect that the Series 2003 Bonds have been assigned a rating no less favorable than "AAA," all of which such ratings shall be in effect as of the date of Closing; (xvi) A certificate of PEC/Professional Engineering Consultants, Inc., Orlando, Florida (the "Engineering Consultants") to the effect that: (A) the Engineering Consultants are a firm of professional consultants, (B) the Engineering Consultants consent to the use of their name in the Official Statement and the inclusion therein of the Engineering Report as Appendix B thereto, (C) the information in the Official Statement, including Appendix B thereto, relating to the Engineering Consultants, the Engineering Report and the System is correct in all material respects and does not omit any material statement, which in their opinion, should be included or referred to therein. (xvii) [Reserved]. (xviii) The statement of an independent certified public accountant required pursuant to Section 5.02 of the Resolution. (xix) Verification Report of (xx) A certificate of Burton & Associates, Jacksonville Beach, Florida (the "Feasibility Consultants") to the effect that: (A) the Feasibility Consultants consent to the use of their name in the Official Statement and the inclusion therein of the Financial Feasibility Report as Appendix H thereto, and (B) the information in the Official Statement, including Appendix H thereto, relating to the Feasibility Consultants, the Financial Feasibility Report and the System is correct in all material respects and does not omit any material statement, which in their opinion, should be included or referred to therein. (xxi) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations 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 Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds contained in this Bond Purchase Contract and the Underwriter do not waive such inability in writing, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the Underwriter and neither the Underwriter nor the City shall be under any further {0R605707;4} 12 obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 9 hereof shall continue in full force and effect. 9. Expenses. The Underwriter 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 2003 Bonds; (c) the fees and disbursements of Bond Counsel; (d) the fees and disbursements of the City's certified public accountants and verification agent; (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, the Engineering Consultants, the Feasibility Consultants and of their respective counsel, if any; and (h) the costs of preparing, printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriter 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 Underwriter; (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 2003 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, to the attention of the City Manager, and any such notice or other communication to be given to the Underwriter may be mailed to William R. Hough & Co., One Independence Drive, Suite 3204, Jacksonville, Florida 32202 to the Attention of Mitch Owens, Senior Vice President. 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the City and the Underwriter 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 2003 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 Underwriter may be waived by the Underwriter, in their sole discretion, and the approval of the Underwriter 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 Underwriter and delivered to you. {0R605707;4} 13 13. No Liability. Neither the City Commission, nor any of the members thereof, nor the City, or any officer, agent, employee, consultants or attorney thereof, shall be charged personally by the Underwriter with any liability, or held liable to the Underwriter 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] {08605707;4} 14 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 Underwriter with respect to the purchase and sale of the Series 2003 Bonds. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, WILLIAM R. HOUGH & CO. By: Name: Title: CITY OF OCOEE, FLORIDA By: S. Scott Vandergrift, Mayor Executed on: , 2003 Attest: Jean Grafton, City Clerk (SEAL) FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 2003 LEGALITY THIS DAY OF UNDER AGENDA ITEM NO. , 2003 FOLEY& LARDNER By: City Attorney {0R605707;4} 15 EXHIBIT A TERMS OF SERIES 2003 BONDS MATURITY SCHEDULE Maturity Principal Price or (October 1) Amount Interest Rate Yield {0R605707;4} A-1 Optional Redemption The Series 2003 Bonds maturing on or prior to October 1, , are not subject to redemption prior to their respective maturities. The Series 2003 Bonds maturing on or after October 1, , are subject to redemption prior to maturity 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 Mandatory Redemption The Series 2003 Bonds which mature on , 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 , and on each October 1 thereafter, in the following principal amounts in the years specified: Principal Year Amount *Maturity {0R605707;41 A-2 The Series 2003 Bonds which mature on , 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 , and on each October 1 thereafter, in the following principal amounts in the years specified: Principal Year Amount *Maturity {0R605707;4} A-3 EXHIBIT B DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT November_, 2003 Mayor and Members of the City Commission City of Ocoee, Florida Re: $[14,000,000] City of Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of $[14,000,000] in aggregate amount of its Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), William R. Hough & Co. as representative of the underwriters set forth on the cover of the Official Statement for the Series 2003 Bonds (collectively, the "Underwriter") is underwriting a public offering of the Series 2003 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 2003 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the purchase and re-offering of the Series 2003 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 2003 Bonds. (c) The underwriting spread, the difference between the price at which the Series 2003 Bonds will be initially offered to the public by the Underwriter and the price to be paid to the City for the Series 2003 Bonds, exclusive of accrued interest, will be $ per $1,000 of Series 2003 Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriter will charge a management fee of $ per $1,000 of Series 2003 Bonds issued. {0R605707;4} B-1 (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Series 2003 Bonds to any person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386, Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in paragraph (a) above. (f) The name and address of the Underwriter is: William R. Hough& Co. One Independence Drive, Suite 3204 Jacksonville, Florida 32202 The purpose of the following paragraphs is 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 $[14,000,000] of the Series 2003 Bonds for the principal purposes of providing sufficient monies to (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii) expand the capacity of and construct and acquire other improvements to the City's water and sewer system, (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy premium. This obligation is expected to be repaid over a period of approximately 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 $ (b) The source of repayment or security of the Series 2003 Bonds is the Pledged Funds as defined in the Resolution. Authorizing this debt will result in an average of approximately $ of such Pledged Funds not being available to finance other services of the City each year for approximately years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Series 2003 Bonds. Very truly yours, WILLIAM R. HOUGH & CO By: Name: Title: (0R605707;4} B-2 SCHEDULE I UNDERWRITER'S ESTIMATED EXPENSES (Per$1,000 of Series 2003 Bonds) Underwriter's Counsel $ _ Travel and out-of-pocket Federal Funds/Day Loan Dalnet/Dalcomp, DTC/CUSIP CUSIP/MSRB Total $ {0R605707;4} B-3 Electronic Distribution of the Official Statement Disclaimer Language $14,000,000* CITY OF OCOEE,FLORIDA Water and Sewer System Refunding and Improvement Revenue Bonds,Series 2003 DISCLAIMER Electronic access to the following Official Statement(including the information incorporated by reference) is being provided to you as a matter of convenience only. The only official version of the Official Statement is the printed version available for physical delivery. Although the information contained in the following Official Statement has been formatted in a manner which should exactly replicate the printed Official Statement,physical appearance may differ for various reasons, including electronic communication difficulties or particular user equipment. In order to assure accuracy, users should obtain a copy of and refer to the printed Official Statement. The user of this Official Statement assumes the risk of any discrepancies between the printed Official Statement and the electronic version of this document. Copies of the printed Official Statement may be obtained from: Tel: ( ) This Official Statement and the information contained herein are subject to completion or amendment without notice. The posting of this Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described in the Official Statement in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. By clicking on the hyperlink at the bottom of this page and accessing the following Official Statement, you will have been deemed to have (i) accepted the provisions of this page, (ii) agreed not to print the Official Statement except in its entirety,and(iii)consented to the electronic transmission of the Official Statement. *Preliminary,subject to change. {0R605670;121 EQ PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER_,2003 i NEW ISSUE-BOOK-ENTRY ONLY RATINGS: (See"Ratings" herein) E2 a a In the opinion of Bond Counsel, assuming compliance by the City with certain tax covenants, interest on .7' the Series 2003 Bonds is excluded from gross income for purposes of federal income tax purposes, under existing - 3 statutes,regulations, rulings and court decisions. Bond counsel is further of the opinion that the Series 2003 Bonds and the income thereof are exempt from all present intangible personal property taxes imposed pursuant to Chapter 0 199, Florida Statutes. Interest on the Series 2003 Bonds is not an item of tax preference for purposes of the federal o alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2003 Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations. See"TAX EXEMPTION"herein. 0 $14,000,000* a a i CITY OF OCOEE,FLORIDA 8 I Water and Sewer System Refunding and Improvement Revenue Bonds,Series 2003 • st Dated: November 1,2003 Due: October 1 (as shown below) c .1 -v g N - The City of Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds")are being issued by the City of Ocoee, Florida(the "City") in fully registered form, 1 without coupons, in denominations of$5,000 or integral multiples thereof. The principal and the premium, if any, I ! on the Series 2003 Bonds will be payable upon surrender of the Series 2003 Bonds at the designated corporate office o 0 of SunTrust Bank, Orlando, Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 2003 p > Bonds is payable semi-annually beginning on April 1, 2004, and on each October 1 and April 1 thereafter by check nm cT$ 2 N 8 or draft mailed by the Paying Agent to the registered owners thereof at the addresses as shown on the registration S .v v books maintained by the Registrar at the close of business on the fifteenth day of the calendar month immediately t5 ti ' preceding such interest payment date;provided,however,that(i)if ownership of Series 2003 Bonds is maintained in 0 up.0 0 . a book-entry only system by a securities depository, such payment may be made by automatic funds transfer(wire) v to such securities depository or its nominee or(ii)if such Series 2003 Bonds are not maintained in a book-entry only al• b 2 system by a securities depository, at the written request and expense of a registered owner of$1,000,000 or more of y Series 2003 Bonds,bywire transfer or other medium acceptable to the Cityand the PayingAgent. 6) ++ P g 5 y U lal .� o The Bonds,when issued,will be registered in the name of Cede&Co.,as nominee of The Depository Trust 1 . ; Company, New York, New York (“DTC"). DTC will act as securities depository for the Series 2003 Bonds. "R :2 Purchases will be made in book-entry only form and no physical delivery of the Series 2003 Bonds will be made to 5, `' Beneficial Owners(as herein defined). Payment of principal of and premium, if any,on the Series 2003 Bonds will b .5 ..0 g = < be made to Beneficial Owners by DTC through its Participants (as herein defined). As long as Cede & Co. is the tis, o registered owner of the Series 2003 Bonds, as nominee of DTC, references herein to the holders of the Series 2003 4 ° 15 Bonds or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Y ''• I Series 2003 Bonds. See"SERIES 2003 BONDS--Book-Entry Only System"herein. -,:3” t,..0 0 The Series 2003 Bonds are being issued pursuant to the Constitution and the laws of the State of Florida, .. o ° particularly Chapter 166, Part II, Florida Statutes and other applicable provisions of law, the Charter of the City of Y al Ocoee,Resolution No. 93-02,adopted by the City Commission of the City on February 2, 1993,as supplemented by .8 G Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32,adopted by • y the City Commission on December 3, 1996 (collectively, the "Original Instrument"), and as amended and 2o P supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November 18, 2003, N -.5 authorizing the Series 2003 Bonds (the "Original Instrument" together with Resolution No. 2003-23, collectively, o . the"Resolution"). I s o . Certain of the Series 2003 Bonds are subject to optional and mandatory redemption prior to 2- cp Y maturity as set forth in this Official Statement. ii 5" E '' ,5 a`▪ E LI ;: $,t° {0R605670;12} The Series 2003 Bonds are being issued, together with other legally available funds, to: (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii)acquire, construct or reconstruct capital improvements to the City's water and sewer system(the "System") and finance all property rights, easements, franchises and equipment relating thereto and deemed necessary for the construction or acquisition or the operation thereof(the "Additional 2003 Project"), (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 2003 Bonds, and(iv)pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy premium. The Series 2003 Bonds and the interest thereon are payable solely from and secured by a prior lien on and pledge of: (i) the Net Revenues (as defined herein) of the System, (ii) certain System development charges as described herein, and (iii) until applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in certain of the funds and accounts established by the Resolution (collectively, the "Pledged Funds"). Such prior lien on and pledge of the Pledged Funds is on a parity with the lien and pledge granted to the holders of the City's Water and Sewer System Improvement Revenue Bonds, Series 1997 and any Additional Bonds subsequently issued pursuant to the Resolution. The Series 2003 Bonds and the interest thereon do not constitute a general indebtedness or general obligation of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds and/or the making of any reserve or other payments provided for in the Resolution. No Series 2003 Bondholder shall ever have 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 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 the principal of,redemption premium,if any,and interest on the Series 2003 Bonds or the making of any reserve or other payments in connection therewith. Payment of the principal of and interest, when due, on the Series 2003 Bonds will be insured by a municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Series 2003 Bonds. For a discussion of the terms and provisions of such policy, including the limitations thereof,see"MUNICIPAL BOND INSURANCE"herein and Appendix G hereto. [AMBAC LOGO] MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES AND PRICES OR YIELDS $ Serial Bonds Principal Interest Price or Principal Interest Maturity Amount Rate_ Yield CUSIP Maturity Amount Rate_ Yield CUSIP $ %Term Bonds Due October 1, -Price_ $ %Term Bonds Due October 1, -Price [Accrued interest to be added] This cover page contains certain information for quick reference only. It is not a summary of the Series 2003 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision regarding the Series 2003 Bonds. The Series 2003 Bonds are offered when, as, and if issued and received by the Underwriters and subject to the receipt of an opinion as to the validity of the Series 2003 Bonds and certain other matters by Bryant,Miller and {0R605670;121 Olive,P.A.,Tampa,Florida,Bond Counsel. Certain legal matters incident to the issuance and delivery of the Series 2003 Bonds will be passed upon for the City by its counsel, Foley & Lardner, Orlando, Florida, and for the Underwriter by its counsel,Akerman Senterfitt, Orlando,Florida. The City has retained First Southwest Company, Orlando,Florida, as its financial advisor with respect to the issuance of the Series 2003 Bonds. It is expected that the Series 2003 Bonds in definitive form will be available for delivery in New York, New York on or about December ,2003. WILLIAM R.HOUGH&CO. SUNTRUST CAPITAL MARKETS Dated:November_,2003 'Preliminary,subject to change. {0R605670;12} CITY OF OCOEE,FLORIDA 150 North Lakeshore Drive Ocoee,Florida 34761-2258 (407)656-2322 MAYOR S. Scott Vandergrift COMMISSIONERS Danny Howell Scott Anderson Leon"Rusty"Johnson Nancy Parker CITY MANAGER Jim Gleason CITY CLERK Jean Grafton FINANCE DIRECTOR Wanda Horton DIRECTOR OF PUBLIC WORKS David A.Wheeler,P.E. CITY ATTORNEYS Foley&Lardner Orlando,Florida INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS McDirmit,Davis,Puckett&Company,LLC Orlando,Florida CONSULTING ENGINEER PEC/Professional Engineering Consultants,Inc. Orlando,Florida BOND COUNSEL Bryant,Miller and Olive,P.A. Tampa,Florida FINANCIAL ADVISOR First Southwest Company Orlando,Florida {0R605670;12) No dealer, broker, salesman or other person has been authorized to give any information or to make any representations,other than as contained in the Official Statement,in connection with the offering of the Series 2003 Bonds described herein,and if given or made,such information or representations must not be relied upon as having been authorized by the City or the Underwriters. This Official Statement does not constitute an offer to sell nor the solicitation of an offer to buy the Series 2003 Bonds, nor shall there be any sale of the Series 2003 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,solicitation or sale. The information set forth herein has been furnished by the City and by other sources which are believed to be reliable,but such information is not guaranteed as to completeness and accuracy and is not to be construed as a representation or contract, by the Underwriters. The information and expressions of opinion stated herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances create any implication that there has been no change in the information or opinions set forth herein after the date of this Official Statement. IN CONNECTION WITH THE OFFERING OF THE SERIES 2003 BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2003 BONDS OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15C2-12 ISSUED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1). THE SERIES 2003 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2003 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2003 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2003 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. {0R605670;12) TABLE OF CONTENTS Page SUMMARY STATEMENT 1 The City 1 The Series 2003 Bonds 1 The System 1 Purpose of the Series 2003 Bonds 1 Security and Sources of Payment for the Bonds;Parity Bonds 2 Reserve Fund 2 Rate Covenant 2 Municipal Bond Insurance 2 Additional Bonds 3 OFFICIAL STATEMENT 4 INTRODUCTION 4 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS 5 General 5 Development Charges 5 Rate Covenant 6 Reserve Fund 7 Additional Bonds 7 Subordinated Indebtedness 8 Investments 8 Other Covenants 8 MUNICIPAL BOND INSURANCE 9 THE SERIES 2003 BONDS 11 General 11 Registration,Transfer and Exchange 12 Book-Entry Only System 12 Optional Redemption 14 Mandatory Redemption 14 Notice of Redemption 15 ESTIMATED SOURCES AND USES OF FUNDS 15 SCHEDULED DEBT SERVICE FOR THE SERIES 2003 BONDS 16 THE CITY 16 History and Organization 16 THE SYSTEM 17 Introduction 17 Water and Sewer Territorial Agreements 18 Administration 18 Employees 19 Water System 19 Sewer System 21 Water and Wastewater Rates 22 Revenue and Maintenance Fees;Impact Fees;Other Charges and Deposits 24 Collection Practices;Delinquencies 24 Regulation 25 THE ADDITIONAL 2003 PROJECT 26 {0R605670;12) 1 Introduction 26 Capital Improvements to Sewer System 26 Distribution/Collection/Transmission System Improvements 27 The Additional 2003 Project-Summary 27 SUMMARY OF CONSULTING ENGINEER'S CONCLUSIONS 27 HISTORICAL AND PROJECTED SCHEDULE OF NET REVENUES AND DEBT SERVICE COVERAGE 28 LEGAL MATTERS 30 TAX EXEMPTION 30 General 30 Tax Treatment of Original Issue Discount 31 Tax Treatment of Original Issue Premium 31 VERIFICATION 32 UNDERWRITING 32 CONTINUING DISCLOSURE 32 RATINGS 33 FINANCIAL STATEMENTS 33 FINANCIAL ADVISOR 33 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 33 ENFORCEABILITY OF REMEDIES 33 FORWARD LOOKING STATEMENTS 33 MISCELLANEOUS 34 CERTIFICATE AS TO OFFICIAL STATEMENT 35 Appendices A— General Information Concerning the City of Ocoee and Orange County B— Engineering Report of Professional Engineering Consultants,Inc. C— Audited Financial Report of the City D— Summary of Certain Provisions of the Resolution E— Form of Bond Counsel's Legal Opinion F— Form of Continuing Disclosure Certificate G— Specimen Copy of Municipal Bond Insurance Policy H— Financial Feasibility Report of Burton&Associates {0R605670;121 11 SUMMARY STATEMENT This Summary Statement,being part of the Official Statement, is subject to the more complete information contained herein and should not be considered to be a complete statement of the facts material to making an investment decision. The offering of the City of Ocoee, Florida, Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), to potential investors is made only by means of the entire Official Statement. No person is authorized to detach this Summary Statement from the Official Statement or otherwise use it without the entire Official Statement. Capitalized terms used but not defined in this Summary Statement shall have the same meanings as in the Resolution (as hereinafter defined), unless the context would clearly indicate otherwise. See "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" in Appendix D hereto. The City The City of Ocoee, Florida (the "City"), was incorporated in 1925. It is bounded on the west by Winter Garden,Florida,and on the south by Windermere,Florida, and has a land area of approximately 20.5 square miles, making it the second largest city in land area of the thirteen cities in Orange County. As of April 1, 2003, the population of the City was estimated at 27,246, which ranks the City third in population of the cities in Orange County. See "GENERAL INFORMATION CONCERNING THE CITY OF OCOEE AND ORANGE COUNTY" in Appendix A hereto. The Series 2003 Bonds The Series 2003 Bonds are issuable only in fully registered form, without coupons, in denominations of $5,000 or any integral multiples thereof. Interest on the Series 2003 Bonds is payable semi-annually beginning on April 1, 2004, and on each October 1 and April 1 thereafter until maturity or earlier redemption as more fully described herein. SunTrust Bank, of Orlando,Florida is serving as Registrar and Paying Agent for the Series 2003 Bonds. The System The City operates a municipal water production and distribution system as well as a municipal wastewater collection,treatment and disposal system. The water system(the "Water System") currently consists of three water treatment plants with a combined permitted capacity of 11.05 million gallons per day ("mgd") and approximately 130 miles of water mains. The wastewater system (the "Sewer System") currently consists of one wastewater treatment plant, 46 pump stations, approximately 72 miles of sewage collection system piping, 230 acres of property available for effluent disposal and has a current permitted treatment capacity of 3.0 mgd. The existing operating permit is valid through August 30,2007. Purpose of the Series 2003 Bonds The Series 2003 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Part II,Florida Statutes and other applicable provisions of law (the "Act"), the Charter of the City of Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32, adopted by the City Commission on December 3, 1996 (collectively, the "Original Instrument"), and as amended and supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November 18, 2003, authorizing the Series 2003 Bonds (the "Original Instrument" together with Resolution No. 2003-23, collectively,the "Resolution"),to provide funds to: (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii) acquire, construct or reconstruct capital improvements to the City's water and sewer system (the "System") and finance all property rights, easements, franchises and equipment relating thereto and deemed necessary for the construction or acquisition or the operation thereof(the "Additional 2003 Project"), (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series {0R605670;121 1 2003 Bonds,and(iv)pay costs of issuance of the Series 2003 Bonds,including the municipal bond insurance policy premium. Security and Sources of Payment for the Bonds; Parity Bonds The Series 2003 Bonds and the interest thereon are payable solely from and secured by a prior lien upon and pledge of(i) the Net Revenues of the System, (ii) the Sewer System Development Charges, but only to the extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development Charges,but only to the extent of the Water System Development Charges Bond Service Component, and(iv)until applied in accordance with the provisions of the Resolution, certain moneys, including investment thereof, in the funds and accounts (except the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds"). Such prior lien and pledge of the Pledged Funds is on a parity with the lien and pledge granted to the holders of the City's Water and Sewer System Improvement Revenue Bonds,Series 1997(the "Parity Bonds"),which are currently outstanding in the aggregate principal amount of $8,945,000, and any Additional Bonds subsequently issued pursuant to the Resolution. The Series 2003 Bonds and the interest thereon shall not be or constitute a general indebtedness or general obligation of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds or the making of any reserve or other payments provided for in the Resolution. No Series 2003 Bondholder shall ever have 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 personal property of or in the City for the payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds or the making of any reserve or other payments in connection therewith. The Series 2003 Bonds shall not constitute a lien upon the System,or any part thereof, or on any other real or personal property of or in the City, but shall constitute a lien only on the Pledged Funds all in the manner provided in the Resolution and described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS"herein. Reserve Fund The Resolution provides for the establishment and maintenance of a Reserve Fund and provides for separate accounts within the Reserve Fund for each Series of Bonds issued pursuant to the Resolution. Upon delivery of the Series 2003 Bonds, the City shall deposit a surety bond in an amount equal to the Reserve Requirement to the separate account of the Reserve Fund established for the benefit of the Series 2003 Bonds. Rate Covenant The City covenants in the Resolution to fix, establish, revise from time to time, whenever necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which will always provide Revenues in each year sufficient to pay: (i)the aggregate of the amount needed to pay all Costs of Operation and Maintenance as the same shall become due in such year, 100%of the Bond Service Requirement becoming due in such year on the Outstanding Bonds, and 100%of all other deposits to be made pursuant to the Resolution and(ii) together with Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component, the aggregate of the amount needed to pay the Cost of Operation and Maintenance as the same shall become due in such year, 110%of the Bond Service Requirement coming due in such year on the Outstanding Bonds, and 100%of all other deposits to be made pursuant to the Resolution. Such rates, fees, rental or other charges shall not be reduced so as to render them insufficient to provide revenues for such purposes. Municipal Bond Insurance Payment of the principal of and interest, when due, on the Series 2003 Bonds will be insured by a municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the issuance of {0R605670;12} 2 the Series 2003 Bonds. For a discussion of the terms and provisions of that policy, including the limitations thereof, see"MUNICIPAL BOND INSURANCE"herein and Appendix G hereto. Additional Bonds Upon compliance with certain requirements set forth in the Resolution, the City may issue Additional Bonds payable on a parity with the Parity Bonds and the Series 2003 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS—Additional Bonds"herein. [REMAINDER OF PAGE INTENTIONALLY BLANK] {OR605670;12} 3 OFFICIAL STATEMENT $14,000,000` CITY OF OCOEE,FLORIDA Water and Sewer System Refunding and Improvement Revenue Bonds,Series 2003 INTRODUCTION The purpose of this Official Statement, including the cover page, the Summary Statement and all appendices, is to set forth certain information in connection with the sale by the City of Ocoee,Florida(the "City") of its $14,000,000 aggregate principal amount of Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the"Series 2003 Bonds"). The Series 2003 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida, including Chapter 166,Part II,Florida Statutes and other applicable provisions of law(the "Act"),the Charter of the City of Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32, adopted by the City Commission on December 3, 1996 (collectively, the "Original Instrument"), and as amended and supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November 18, 2003, authorizing the Series 2003 Bonds (the "Original Instrument" together with Resolution No. 2003-23, collectively,the"Resolution"). The Series 2003 Bonds are being issued, together with other legally available funds to: (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 (the "Refunded Bonds"), (ii)acquire, construct or reconstruct capital improvements to the City's water and sewer system (the "System") and finance all property rights, easements, franchises and equipment relating thereto and deemed necessary for the construction or acquisition or the operation thereof(the "Additional 2003 Project") (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 2003 Bonds,and(iv)pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy premium. For additional information concerning the use of the proceeds of the Series 2003 Bonds,see"ESTIMATED SOURCES AND USES OF FUNDS"herein. The Series 2003 Bonds and the interest thereon are payable solely from and secured by a prior lien upon and a pledge of: (i) the Net Revenues of the System, (ii) the Sewer System Development Charges, but only to the extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development Charges,but only to the extent of the Water System Development Charges Bond Service Component, and(iv)until applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in the funds and accounts (other than the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds"). Such prior lien on and pledge of the Pledged Funds is on a parity with the lien on and pledge of the Pledged Funds that has been granted to the holders of the City's Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Parity Bonds") currently outstanding in the aggregate principal amount of$ and which may, in the future, be granted in connection with the issuance of any Additional Bonds. For additional information concerning the security for and source of payment of the Series 2003 Bonds, see "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS" herein. This Official Statement speaks only as of its date and the information contained herein is subject to change. Capitalized terms used but not defined in this Official Statement have the same meanings as used in the Resolution,unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 2003 Bonds are set forth in the Resolution, a summary of certain provisions of which is attached to this Official Statement as Appendix D. The description of the Series 2003 Bonds, the documents authorizing and Preliminary,subject to change. {08605670;12} 4 securing the same, and the information from various reports and statements contained herein are not comprehensive or definitive. All references herein to such documents, reports and statements are qualified by the entire, actual content of such documents, reports and statements. Copies of such documents, reports and statements referred to herein that are not included in their entirety in this Official Statement may be obtained, after payment of applicable copying and mailing costs, from the City of Ocoee,at 150 North Lakeshore Drive,Ocoee,Florida 34761,Attention: City Manager. SECURITY AND SOIJRCES OF PAYMENT FOR THE SERIES 2003 BONDS General The Series 2003 Bonds are payable solely from and secured by a prior lien upon and pledge of(i) the Net Revenues derived from the operation of the System, (ii) the Sewer System Development Charges, but only to the extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development Charges,but only to the extent of the Water System Development Charges Bond Service Component, and(iv)until applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in the funds and accounts (other than the Rebate Fund) established by the Resolution(collectively, the "Pledged Funds"). In the Resolution, the City irrevocably pledges the Pledged Funds to the payment of the principal of, redemption premium,if any,and interest on the Series 2003 Bonds and the Parity Bonds,the reserves for the Series 2003 Bonds and the Parity Bonds and all other payments required under the Resolution, provided, however that the account in the Reserve Fund for the Series 1997 Bonds solely secures the Series 1997 Bonds. The Series 2003 Bonds and the interest thereon do not constitute a general indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds. No Series 2003 Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property of or in the City for the payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds or the making of any reserve or other payments provided for in the Resolution. The Series 2003 Bonds and the indebtedness evidenced thereby do not constitute a lien upon the System,or any part thereof,or on any other property of or in the City,but shall constitute a lien only on the Pledged Funds all in the manner provided in the Resolution. The Resolution establishes the Revenue Fund, the Debt Service Fund (which includes the Principal Account, the Interest Account and the Redemption Account), the Reserve Fund, the Sewer System Development Charges Fund, the Water System Development Charges Fund and the Construction Fund. All such funds and accounts will be held by the City as trust funds,but no independent trustee has been appointed to hold the moneys in such funds for the benefit of the Holders of the Series 2003 Bonds. For information on all funds and accounts and the disposition and flow of revenues, see "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION—Funds and Accounts;Flow of Funds." The designation and establishment of the various funds and accounts by the Resolution does not require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in government accounting, but rather is intended solely to constitute an earmarking of certain revenues of the System for certain purposes and to establish certain priorities for application of such revenues as provided in the Resolution. Development Charges Pursuant to the Resolution, Sewer System Development Charges and Water System Development Charges are defined as the impact fees and capital charges levied upon and collected from new users of the Sewer System and Water System, respectively (or the proceeds of any security provided for the payment thereof), if any, to the extent the same are lawfully available for the acquisition and construction of Sewer Expansion Facilities and Water Expansion Facilities, respectively, and for Sewer System Development Charges Bond Service Component and for Water System Development Charges Bond Service Component, respectively. Such Development Charges do not include Connection Charges. {0R605670;12} 5 Pursuant to the City Code and various ordinances of the City, the City imposes water capital charges and sewer capital charges that are based on equivalent residential units ("ERUs"), which are the City's estimates of the average daily water and sewer capacity usage,in gallons per day, for a single family residential household. The City has assigned a value of 300 gallons per day per ERU for water capacity and 270 gallons per day per ERU for sewer capacity. The City imposes a water capital charge of$966 per ERU for the cost of providing water treatment facilities and extending water distribution and treatment lines to a point of reasonable availability for connection to the Water System. The City also imposes a sewer capital charge of$2,865 per ERU for the cost of providing sewage treatment facilities, effluent disposal facilities and pumping stations and extending sewer collection lines to a reasonable point of availability to the Sewer System. Such capital charges are due at the time the City issues a building permit. Only the Sewer System Development Charges Bond Service Component and the Water System Development Charges Bond Service Component, that portion of the debt service on the Series 2003 Bonds and Parity Bonds for a given year determined by multiplying the debt service on the Series 2003 Bonds and Parity Bonds for that given year by the percentage of the cost of the projects financed from the proceeds of the Series 2003 Bonds and Parity Bonds attributable to Sewer Expansion Facilities and Water Expansion Facilities, respectively, are pledged to the Series 2003 Bonds and Parity Bonds. Pursuant to the Resolution,the portion of the projects financed with proceeds of the Series 2003 Bonds and Parity Bonds which is attributable to Sewer Expansion Facilities and Water Expansion Facilities is determined by the Qualified Independent Consultant and set forth in a Project Certificate. The City's Consulting Engineer will set forth in a Project Certificate at the time of delivery of the Series 2003 Bonds that 100% of the Project to be financed with the proceeds of the Series 2003 Bonds are Expansion Facilities. In addition, 100%of the projects financed with the Parity Bonds are Expansion Facilities. Under Florida law, impact fees may be validly imposed against new construction in order to fund capital improvements which are necessitated by such new construction or for debt service for bonds or other obligations issued for such purposes. Proceeds of the fees must be placed in separate accounts and used only for the capital improvements attributable to the new construction. Pursuant to the Resolution, all Sewer System Development Charges are required, upon receipt,to be deposited in the Sewer System Development Charges Fund and all Water System Development Charges are required,upon receipt,to be deposited in the Water System Development Charges Fund. Impact fees have frequently been the subject of litigation in Florida and the City's development charges have not yet been tested in court. There can,therefore, be no assurances that, if challenged,the City's development charges would be found valid. Impact fee revenues fluctuate with the amount of new construction which occurs. There can, therefore,be no assurances that such revenues will not decrease or be eliminated altogether in the event that new construction,for whatever reason,might decrease or cease altogether within the City. Rate Covenant The City covenants in the Resolution to fix, establish, revise from time to time, whenever necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which, together with other Pledged Funds, will always provide Revenues in each year sufficient to pay(i) 100% of the aggregate of the amount needed to pay all Costs of Operation and Maintenance as the same shall become due in such year, 100% of all Bond Service Requirement becoming due in such year on the Outstanding Bonds and 100% of all other deposits to be made pursuant to the Resolution and(ii)together with the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component, the aggregate of the amount needed to pay the Cost of Operation and Maintenance as the same shall become due in such year, 110%of the Bond Service Requirement coming due in such year on the Outstanding Bonds, and 100% of all other deposits to be made pursuant to the Resolution. Such rates,fees,rental or other charges shall not be reduced so as to render them insufficient to provide revenues for such purposes. {0R605670;12} 6 Revenues are defined as all income or earnings, including Connection Charges, received by the City or accrued to the City from the ownership, use or operation of the System and all parts thereof, including investment income, if any, earned on any fund or account created pursuant to the Resolution, and on any fund or account established by the City for the System,all as calculated in accordance with generally accepted accounting principles, but "Revenues" shall not include proceeds from the sale or other disposition of the System or any part thereof, condemnation awards or proceeds of insurance received with respect to the System. Further, "Revenues" do not include Sewer System Development Charges or Water System Development Charges or Contributions in Aid of Construction. Reserve Fund The Resolution provides for the establishment and maintenance of a Reserve Fund and provides for separate accounts within the Reserve Fund for each Series of Bonds issued pursuant to the Resolution. Upon delivery of the Series 2003 Bonds, the City shall deposit a surety bond issued by Ambac Assurance Corporation in an amount equal to the Reserve Requirement to the separate account in the Reserve Fund established for the benefit of the Series 2003 Bonds. Pursuant to the Resolution,the "Reserve Requirement" is defined as the lesser of: (i)the Maximum Debt Service Requirement, (ii) one and one-quarter times the Average Annual Debt Service Requirement, or (iii) such amount as will not adversely affect the exclusion of interest on the Series 2003 Bonds from the gross income of the holders of the Series 2003 Bonds for purposes of Federal income taxation. The City previously established a separate account in the Reserve Fund for the Parity Bonds which is funded in an amount equal to the Reserve Requirement for such Bonds. Proceeds of the surety bonds on deposit in each account in the Reserve Fund shall be applied in accordance with the provisions of the Resolution solely for the purpose of the payment of Amortization Installments,principal of,or interest on the Outstanding Series of Bonds for which such account was established and for no other Series of Bonds. Therefore, proceeds of the surety bond on deposit in the special account established for the benefit of the Series 2003 Bonds may not be used to pay Amortization Installments, principal or interest on the Parity Bonds or any other Series of Additional Bonds. Any withdrawals from an account in the Reserve Fund shall be subsequently restored from the first moneys available in the Revenue Fund, on a pro rata basis as to all accounts in the Reserve Fund, after all required current payments for Cost of Operation and Maintenance and all current applications and allocations to the Debt Service Fund, including all deficiencies for prior payments, have been made in full. Notwithstanding the foregoing, in no event shall the City be required to deposit into any account in the Reserve Fund an amount greater than that amount necessary to ensure that the difference between the Reserve Requirement for the Series of Bonds for which such account was established and the amounts on deposit in such account on the date of calculation shall be restored not later than 60 months after the date of such deficiency(assuming equal monthly payments into such account for such 60 month period). Additional Bonds Additional Bonds having a lien on and pledge of the Pledged Funds equal to that of the Series 2003 Bonds and Parity Bonds may be issued by the City to finance the cost of acquiring, constructing or completing an Additional Project or refunding any or all outstanding Bonds or any Subordinated Indebtedness. Before issuing Additional Bonds, the City must obtain and file in its public records a statement of an independent certified public accountant of reasonable experience and responsibility (the "CPA Certificate") which provides as follows: (a) stating that the books and records of the City relating to the Pledged Funds have been examined by him or her; (b) setting forth the amount of Pledged Funds which have been received by the City during any 12 consecutive months designated by the City within the 24 months immediately preceding the date of delivery of such Additional Bonds, including the Series 2003 Bonds, with respect to which such statement is made; (c) stating that the amount of the Net Revenues received during the aforementioned 12 month period equals at least 100% of the Maximum Annual Debt Service of all Bonds then Outstanding and such Additional Bonds with respect to which such CPA Certificate is obtained; (d) stating that the amount of the Net Revenues together with the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component received during the aforementioned 12 month period equals at least 110% of the Maximum Annual {0R605670;12} 7 Debt Service of all Bonds then Outstanding and the Additional Bonds with respect to which such CPA Certificate is obtained; (e) stating that the Net Revenues projected for the 12 month period following the issuance of such Additional Bonds is projected by the Consulting Engineer to equal not less than 100% of the Maximum Annual Debt Service on the Bonds and any proposed Additional Bonds; and(f) stating that the Net Revenues together with the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component projected for the 12 month period following the issuance of such Additional Bonds is projected by the Consulting Engineer to equal not less than 110%of the Maximum Annual Debt Service on the Bonds and any proposed Additional Bonds. The Net Revenues contained in the CPA Certificate may be adjusted upon recommendation by the Consulting Engineers by including: (a) 100% of the additional Net Revenues which, in the opinion of the Consulting Engineers, would have been derived by the City from rate increases adopted before the Additional Bonds are issued if such rate increases had been implemented before the commencement of the period for which Pledged Funds are being certified;and (b) 100% of the additional Net Revenues which, in the opinion of the Consulting Engineers, will be derived during the first full 12-month period after the date of placing in service the Additional Project financed with the proceeds of the Additional Bonds. The above conditions shall not apply to any Additional Bonds issued for the purpose of refunding any Bonds,provided that the issuance of such Additional Bonds does not increase the aggregate amount of principal and interest on the Outstanding Bonds coming due in the current Fiscal Year and all subsequent Fiscal Years. Subordinated Indebtedness The City may also at any time,or from time to time,issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds;provided,however,that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by the Resolution. Investments The Construction Fund,the Revenue Fund, the Debt Service Fund,the Reserve Fund and all accounts and sub-accounts in such funds shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State of Florida. Moneys on deposit in the Construction Fund,the Debt Service Fund, the Reserve Fund, the Revenue Fund, the Sewer System Development Charges Fund, the Water System Development Charges Fund and all accounts and sub-accounts in such funds may be invested and reinvested by the City and as directed by the City in Permitted Investments maturing no later than the date on which the moneys therein will be needed. Any and all income received by the City from the investment of moneys in each fund or account created pursuant to the Resolution, except the Construction Fund, shall be retained in such respective fund or account until the amount required to be on deposit therein shall be on deposit in such fund or account,and thereafter shall be transferred to the Revenue Fund. Any and all income received from the investment of moneys in the Construction Fund shall remain on deposit in such fund until the amounts required to complete the Project are on deposit therein,and thereafter shall be transferred to the Revenue Fund. Nothing contained in the Resolution shall prevent any Permitted Investments acquired as investments of or security for funds held under the Resolution from being issued or held in book-entry form on the books of the Department of Treasury of the United States. Other Covenants Pursuant to the Resolution, the City has additionally covenanted: (i) not to render or cause to be rendered either free of charge or for a nominal charge to any person, firm or corporation, public or private, the services and {0R605670;12} 8 commodities of the System, provided the City may, on behalf of the City or on behalf of any person, firm or corporation, pay for such facilities, services and commodities with legally available funds of the City, other than Pledged Funds, (ii) to the full extent permitted by law, not to grant any franchise, license or permit for the construction or operation or any competitive water and sewer facilities in the territorial area serviced by the City which the City determines will adversely affect Revenues, and (iii) to diligently enforce and collect the rates, fees and charges for the service and facilities of the System. See "THE SYSTEM — Territorial Agreement" and "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" in Appendix D hereto. MUNICIPAL BOND INSURANCE The following information has been furnished by Ambac Assurance Corporation (the "Insurer") for use in this Official Statement. See Appendix G hereto for a specimen of the Insurer's policy. Payment Pursuant to Financial Guaranty Insurance Policy Ambac Assurance has made a commitment to issue a financial guaranty insurance policy (the "Financial Guaranty Insurance Policy")relating to the Obligations effective as of the date of issuance of the Obligations.Under the terms of the Financial Guaranty Insurance Policy, Ambac Assurance will pay to The Bank of New York,New York, New York or any successor thereto (the "Insurance Trustee") that portion of the principal of and interest on the Obligations which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor(as such terms are defined in the Financial Guaranty Insurance Policy). Ambac Assurance will make such payments to the Insurance Trustee on the later of the date on which such principal and interest becomes Due for Payment or within one business day following the date on which Ambac Assurance shall have received notice of Nonpayment from the [Trustee/Paying Agent/Bond Registrar]. The insurance will extend for the term of the Obligations and, once issued, cannot be canceled by Ambac Assurance. The Financial Guaranty Insurance Policy will insure payment only on stated maturity dates and on mandatory sinking fund installment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the Obligations become subject to mandatory redemption and insufficient funds are available for redemption of all outstanding Obligations, Ambac Assurance will remain obligated to pay principal of and interest on outstanding Obligations on the originally scheduled interest and principal payment dates including mandatory sinking fund redemption dates.In the event of any acceleration of the principal of the Obligations,the insured payments will be made at such times and in such amounts as would have been made had there not been an acceleration. In the event the Trustee has notice that any payment of principal of or interest on an Obligation which has become Due for Payment and which is made to a Holder by or on behalf of the Obligor has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code in accordance with a final,nonappealable order of a court of competent jurisdiction, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available. The Financial Guaranty Insurance Policy does not insure any risk other than Nonpayment, as defined in the Policy. Specifically,the Financial Guaranty Insurance Policy does not cover: 1. payment on acceleration,as a result of a call for redemption(other than mandatory sinking fund redemption)or as a result of any other advancement of maturity. 2. payment of any redemption,prepayment or acceleration premium. 3. nonpayment of principal or interest caused by the insolvency or negligence of any Trustee, Paying Agent or Bond Registrar,if any. If it becomes necessary to call upon the Financial Guaranty Insurance Policy,payment of principal requires surrender of Obligations to the Insurance Trustee together with an appropriate instrument of assignment so as to permit ownership of such Obligations to be registered in the name of Ambac Assurance to the extent of the payment under the Financial Guaranty Insurance Policy. Payment of interest pursuant to the Financial Guaranty Insurance Policy requires proof of {0R605670;12) 9 Holder entitlement to interest payments and an appropriate assignment of the Holder's right to payment to Ambac Assurance. Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Obligation, appurtenant coupon, if any, or right to payment of principal or interest on such Obligation and will be fully subrogated to the surrendering Holder's rights to payment. The insurance provided by the Financial Guaranty Insurance Policy is not covered by the Florida Insurance Guaranty Association. Ambac Assurance Corporation Ambac Assurance Corporation ("Ambac Assurance") is a Wisconsin-domiciled stock insurance corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do business in 50 states, the District of Columbia, the Territory of Guam, the Commonwealth of Puerto Rico and the U.S. Virgin Islands, with admitted assets of approximately $6,789,000,000 (unaudited) and statutory capital of $4,043,000,000 (unaudited) as of June 30, 2003. Statutory capital consists of Ambac Assurance's policyholders' surplus and statutory contingency reserve. Standard&Poor's Credit Markets Services, a Division of The McGraw- Hill Companies,Moody's Investors Service and Fitch,Inc. have each assigned a triple-A financial strength rating to Ambac Assurance. Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy provisions substantially identical to those contained in its Financial Guaranty insurance policy shall be treated for federal income tax purposes in the same manner as if such payments were made by the Obligor of the Obligations. Ambac Assurance makes no representation regarding the Obligations or the advisability of investing in the Obligations and makes no representation regarding,nor has it participated in the preparation of, the Official Statement other than the information supplied by Ambac Assurance and presented under the heading "MUNICIPAL BOND INSURANCE". Available Information The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the informational requirements of the Securities Exchange Act of 1934,as amended(the"Exchange Act"),and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC").These reports,proxy statements and other information can be read and copied at the SEC's public reference room at 450 Fifth Street,N.W.,Washington,D.C.20549.Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains an interne site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including the Company. These reports,proxy statements and other information can also be read at the offices of the New York Stock Exchange,Inc.(the"NYSE"),20 Broad Street,New York,New York 10005. Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting standards are available from Ambac Assurance.The address of Ambac Assurance's administrative offices and its telephone number are One State Street P1a7a, 19th Floor,New York,New York, 10004 and(212)668-0340. Incorporation of Certain Documents by Reference The following documents filed by the Company with the SEC(File No. 1-10777)are incorporated by reference in this Official Statement: 1) The Company's Current Report on Form 8-K dated January 23,2003 and filed on January 24, 2003; 2) The Company's Current Report on Form 8-K dated February 25,2003 and filed on February 28, 2003; {08605670;12} 10 3) The Company's Current Report on Form 8-K dated February 25,2003 and filed on March 4,2003; 4) The Company's Current Report on Form 8-K dated March 18,2003 and filed on March 20,2003; 5) The Company's Current Report on Form 8-K dated March 19,2003 and filed on March 26,2003; 6) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and filed on March 28,2003; 7) The Company's Current Report on Form 8-K dated March 25,2003 and filed on March 31,2003; 8) The Company's Current Report on Form 8-K dated April 17,2003 and filed on April 21,2003; 9) The Company's Quarterly Report on Form 10-0 for the fiscal quarterly period ended March 31, 2003 and filed on May 15,2003; 10) The Company's Current Report on Form 8-K dated July 17,2003 and filed on July 18,2003; 11) The Company's Quarterly Report on Form 10-Q for the fiscal quarterly period ended June 30, 2003 and filed on August 14,2003;and 12) The Company's Current Report on From 8-K dated October 16,2003 and filed on October 17,2003. All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in the same manner as described above in "Available Information". THE SERIES 2003 BONDS General The Series 2003 Bonds shall be issued as fully registered, book-entry only bonds in the denomination of $5,000 each or any integral multiple thereof through the book-entry only system maintained by The Depository Trust Company, New York, New York and shall be dated, shall bear interest computed on the basis of a 360-day year of twelve 30-day months at the rates and shall mature on the dates and in the amounts shown on the cover page hereof. The Series 2003 Bonds 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. However, if at the time of authentication payment of any interest which is due and payable has not been made,such Series 2003 Bond shall bear interest from the date to which interest shall have been paid. The interest on the Series 2003 Bonds shall be payable by the Paying Agent, by check or draft on each interest payment date, to the registered owner thereof at the address as shown on the registration books kept by the Registrar at the close of business on the fifteenth day of the calendar month immediately preceding such interest payment date(the "Record Date");provided,however,that(i)if ownership of Series 2003 Bonds is maintained in a book-entry only system by a securities depository, such payment may be made by automatic funds transfer(wire)to such securities depository or its nominee or(ii) if such Series 2003 Bonds are not maintained in a book-entry only system by a securities depository,at the written request and expense of a registered owner of$1,000,000 or more of Series 2003 Bonds, such interest may be paid to such registered owner by wire transfer or other medium acceptable to the City and the Paying Agent. Payment of the principal of all Series 2003 Bonds shall be made,when due,upon {0R605670;12} 1 1 the presentation and surrender of such Series 2003 Bonds at the office of the Paying Agent as the same shall become due and payable. Only Series 2003 Bonds which have endorsed thereon a certificate of authentication duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under the Resolution. No Series 2003 Bond shall be valid or obligatory for any purpose unless such certificate of authentication shall have been duly executed by the Registrar. Registration,Transfer and Exchange So long as the Series 2003 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Bonds do not apply to the Series 2003 Bonds. The Series 2003 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same type and maturity of the Bonds so surrendered. Series 2003 Bonds shall be transferable only upon the books of the City, at the office of the Registrar, under such reasonable regulations as the City may prescribe, by the Holder thereof in person or by such Holder's attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized attorney. The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the person in whose name any Outstanding Bond shall be registered upon the books of the City as absolute owner of such Bond, whether such Bond shall be overdue or not,for the purpose of receiving payment of,or on account of,the principal or Redemption Price,if applicable,and interest on such Bond and for all other purposes,and all such payments so made to any such Holder, or upon such Holder's order, shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the City nor the Registrar nor any Paying Agent or other fiduciary of the City shall be affected by any notice to the contrary. For exchange or transfer of Series 2003 Bonds,the City or the Registrar may charge a sufficient amount to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The City and the Registrar shall not be obligated to make any such exchange or transfer of Series 2003 Bonds during the 15 days next preceding an Interest Date on the Series 2003 Bonds, or, in the case of any proposed redemption of Series 2003 Bonds,then during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. In case any Series 2003 Bond shall become mutilated, or be destroyed, stolen or lost, the City may, in its discretion, issue and deliver, and the Registrar shall authenticate,a new Series 2003 Bond of like tenor as the Series 2003 Bond so mutilated,destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2003 Bond or in lieu of and substitution for the Series 2003 Bond destroyed, stolen or lost, and upon the Holder furnishing the City and the Registrar proof of such Holder's ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City or the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. The Depository Trust Company("DTC"),New York,NY,will act as securities depository for the securities (the"Series 2003 Bonds").The Series 2003 Bonds will be issued as fully-registered Series 2003 Bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2003 Bonds certificate will be issued for each maturity of Series 2003 Bonds,and will be deposited with DTC. {0R605670;12} 12 DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a"clearing corporation"within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues,corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust&Clearing Corporation("DTCC").DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc.,the American Stock Exchange LLC, and the National Association of Securities Dealers,Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants").DTC has Standard&Poor's highest rating: AAA.The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.More information about DTC can be found at www.dtcc.com. Purchases of Series 2003 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2003 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2003 Bonds ("Beneficial Owner")is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2003 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2003 Bonds, except in the event that use of the book-entry system for the Series 2003 Bonds is discontinued. To facilitate subsequent transfers, all Series 2003 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC.The deposit of Series 2003 Bonds with DTC and their registration in the name of Cede& Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2003 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2003 Bonds are credited, which may or may not be the Beneficial Owners.The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2003 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2003 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2003 Bonds documents. For example, Beneficial Owners of Series 2003 Bonds may wish to ascertain that the nominee holding the Series 2003 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC.If less than all of the Series 2003 Bonds within an issue are being redeemed,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. {0R605670;12) 13 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2003 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede &Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2003 Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds,distributions,and dividend payments on the Series 2003 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee,the Paying Agent, or the City,subject to any statutory or regulatory requirements as maybe in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2003 Bonds at any time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained,Series 2003 Bonds certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository).In that event, Series 2003 Bonds certificates will be printed and delivered. Optional Redemption The Series 2003 Bonds maturing on or prior to October 1, are not subject to redemption prior to their respective maturities. The Series 2003 Bonds maturing on or after October 1, are subject to redemption prior to maturity on or after October 1, , 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 Mandatory Redemption The Series 2003 Bonds which mature on October 1, 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, , and on each October 1 thereafter, in the following principal amounts in the years specified: {0R605670;12} 14 Principal Year Amount October 1, *Maturity The Series 2003 Bonds which mature on October 1, 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, , and on each October 1 thereafter, in the following principal amounts in the years specified: Principal Year Amount October 1, *Maturity Notice of Redemption Notice of redemption of the Series 2003 Bonds must be: (i) filed with the Paying Agent; (ii) mailed, first class mail,postage prepaid,at least 30 days and not more than 60 days prior to the redemption date,to all Holders of Series 2003 Bonds to be redeemed at their addresses as they appear on the registration books as of 15 days before the mailing date; and (iii) mailed by registered or certified mail, postage prepaid, or by telecopy or facsimile transmission, at least 35 days before the redemption date, to the registered securities depositories and two or more nationally recognized municipal bond information services. Failure to mail such notice to one or more Holders of Series 2003 Bonds or any securities depositories or any defect therein shall not affect the validity of the proceedings for such redemption with respect to Holders of Series 2003 Bonds to which notice was duly mailed. Notice of any optional redemption of Series 2003 Bonds shall be given only upon the prior deposit into the Redemption Account of amounts sufficient to pay the principal of, interest accrued from the last interest payment date to the proposed redemption date and premium,if any,with respect to the Series 2003 Bonds to be redeemed. Upon surrender of any Series 2003 Bond for redemption in part only, the Registrar shall authenticate and deliver to the holder thereof a new Series 2003 Bond of an authorized denomination equal to the unredeemed portion of the Series 2003 Bond surrendered the cost of which shall be paid by the City. ESTIMATED SOURCES AND USES OF FUNDS The proceeds to be received from the sale of the Series 2003 Bonds, including accrued interest on the Series 2003 Bonds to the date of delivery,are expected to be applied as follows: Sources of Funds Principal Amount of Series 2003 Bonds $ Net Original Issue(Discount)/Premium Transfer from Debt Service Reserve Funds for Prior Bonds Total Sources $ {0R605670;12} 15 Uses of Funds Deposit to Escrow Deposit Account $ Deposit to Construction Fund(I) $ Costs of Issuance(2) $ Total Uses $ (1) Moneys used to fund a portion of the Additional 2003 Project. (2) Includes underwriters'discount,costs of issuance and bond insurance and surety bond premiums. SCHEDULED DEBT SERVICE FOR THE SERIES 2003 BONDS Bond Year Ending Aggregated Parity Bonds Total Debt October 1 Principal') Interest Debt Service Debt Service Service Total $ $ $ $ $ (') Includes Amortization Installments for Term Bonds. THE CITY The City of Ocoee,Florida was incorporated in 1925. It is located approximately 10 miles west of the city of Orlando, Florida, and is bounded on the west by Winter Garden, Florida, and on the south by Windermere, Florida, and has a land area of approximately 20.5 square miles, making it the second largest city in land area of the thirteen cities in Orange County. As of April 1, 2003, the population of the City was estimated at 27,246, which ranks the City third in population of the cities in Orange County. The City is governed by a Commission-Manager form of government. The four City Commissioners and the Mayor are elected on staggered three-year terms of office,who in turn appoint the City Manager. History and Organization The City of Ocoee,Florida, is a municipal corporation created under the laws of the State of Florida. The current Mayor and commissioners, the years in which their terms expire, and their principal occupations are as follows: Commissioner Expiration of Term Occupation (0R605670;12} 16 S. Scott Vandergrift,Mayor Marcy 2004 Broker/Realtor Danny Howell March 2004 Fire Service Technician Scott Anderson March 2006 Sales Leon"Rusty" Johnson March 2004 Security Manager Nancy Parker March 2006 Executive Assistant For additional information concerning the City see Appendix A hereto. THE SYSTEM Introduction The Resolution defines the System as, collectively, the Water System and the Sewer System of the City. The Resolution defines the Water System as the complete water system now owned,operated and maintained by the City, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired, together with all lands or interests therein, including plants, buildings,machinery, franchises,pipes, mains, fixtures, equipments and all property, real or personal, tangible or intangible, now or hereafter used in connection therewith. The Resolution defines the Sewer System as the complete sewer system now owned,operated and maintained by the City, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired, together with all lands or interests therein, including plants,buildings, machinery, franchises,pipes,mains, fixtures, equipment and all property,real or personal,tangible or intangible,now or hereafter used in connection therewith. The City initiated central water service in the early 1980's with construction of the Kissimmee Avenue Water Treatment Plant, which was removed from service in 1994 due to age and obsolescence. The City currently has three water treatment facilities within its service area including the Jamela Water Treatment Plant, the City's oldest water treatment plant, the Forest Oaks Water Treatment Plant, added to the System in 1986, and the South Water Treatment Plant, added to the System in 1992. The City initiated central wastewater service in 1987 with the acquisition of a private utility named Prima Vista Utilities. Initially the City provided water service to 650 ERUs. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS -Development Charges" for a description of equivalent residential units and the values assigned by the City for an ERU of water capacity and an ERU of sewer capacity. At the present time, the City provides water and wastewater service to approximately 10,530 and 6,230 customers, respectively, located both within and outside the City's corporate limits. Of the water customers, approximately 9,954 are residential and approximately 576 are commercial. Of the wastewater customers, approximately 5,964 are residential and 266 are commercial. The following tables show the historic growth of the System's customers. The following table sets forth the total number of water customers for the past five years: Historic Number of Water System Customers Fiscal Year Total Water Customers 2003 10,412 2002 9,916 2001 9,536 2000 8,754 1999 8,296 Source: City of Ocoee. The following table sets forth the total number of sewer customers for the past five years: {CR605670;12} 17 T `�A°- Historic Number of Sewer System Customers January 1 Total Sewer Customers 2003 6,158 2002 5,900 2001 5,450 2000 5,238 1999 4,806 Source: City of Ocoee. Additional water and sewer customers derive principally from new developments constructed within the City's System service area. The City's municipal code requires all new developments within its System service area to connect to the wastewater system in accordance with Florida law. Pursuant to Florida law, a property owner utilizing a properly functioning septic system that can be reasonably connected to a wastewater system must connect to such system within one year of being notified by the owner of the wastewater system of the availability of the wastewater facilities. The owner of a wastewater system may, with the approval of the Florida Department of Health and Rehabilitation Services, waive the mandatory connection requirement if it finds that mandatory connection is not required for public health reasons. Water and Sewer Territorial Agreements The Water System provides potable water to the City's water service area and the Sewer System provides central wastewater service to the City's wastewater service area. The City's water service area and its wastewater service area comprise approximately 15 square miles and their boundaries,which include approximately 75%of the City's corporate limits and certain unincorporated portions of Orange County, Florida (the "County"). The City's water service area is specifically described in the Water Service Territorial Agreement (Contract No. W-88-06) dated November 14, 1988, between the City and Orange County, Florida (the "County"), as amended (the "Water Territorial Agreement"). Pursuant to the Water Territorial Agreement,the City and Orange County have agreed that a designated portion of the City and unincorporated Orange County will be the exclusive water service area of the City and that the County will not provide water service within such areas. The City's designated service area may be amended from time to time based on future circumstances upon the mutual consent of both parties. The parties also agreed to permit each other to interconnect their water systems and to provide wholesale water service to the connecting party at rates to be mutually agreed upon. The term of the Water Territorial Agreement began on November 14, 1988 and is effective for a period of 30 years(the "Initial Term"), with automatic renewals thereafter for one year periods. The Water Territorial Agreement may be canceled by either party after the Initial Term upon providing the other party with six months advance written notice. The City's wastewater service area is specifically described in that certain Orange County/ Prima Vista Utility Company, Inc. Sewer Service Territorial Agreement (Contract No. S-87-8) dated June 8, 1987,between the Prima Vista Utility Company,Inc. (the "Utility")and the County,which was assigned by the Utility pursuant to that certain Assignment of Sewer System Territorial Agreement dated December 30, 1987 (collectively, the "Sewer Territorial Agreement"). Under the Sewer Territorial Agreement, the City and Orange County agreed that a designated portion of the City and unincorporated Orange County will be the exclusive sewer service area of the City and that the County will not provide sewer service within such areas. The City's designated sewer service area may be amended from time to time based on future circumstances upon the mutual consent of both parties. The parties also agreed to permit each other to interconnect their sewer systems and to provide wholesale sewer service to the connecting party at rates to be mutually agreed upon. The term of the Sewer Territorial Agreement began on June 8, 1987,and is effective for a period of 30 years(the"Initial Term"),with automatic renewals thereafter for one year periods. The Water Territorial Agreement may be canceled by either party after the Initial Term upon providing the other party with six months advance written notice. Administration The System is administered by the City's Director of Public Works/City Engineer, who reports directly to the City Manager. The Director of Public Works/City Engineer is David A. Wheeler, who has been an employee of {0R605670;12) 18 the City since 1996. As Director of Public Works,Mr. Wheeler oversees three divisions: the Engineering Division, the Public Works Division and the Utilities Division. Mr. Wheeler is a professional engineer, registered to practice engineering in the State of Florida. Mr. Wheeler is assisted by other City departments, such as the Finance Department, the Planning Department, and the Human Resources Department. The City also employs a Utility Superintendent, Robert Holland. Mr. Holland has been employed by the City since April, 1988. He possesses a Class "A" wastewater license and a Class "C" water license. Mr. Holland is responsible for the overall daily operations of the System facilities and personnel and he reports directly to Mr. Wheeler. Mr.David Gosnell is the Chief Water Plant Operator and has been employed by the City since October, 1983. Mr. Gosnell possesses a Class "A" potable water license. Mr. Gosnell is in direct charge of all personnel and facilities related to production and treatment of potable water and he reports directly to Mr. Holland. Mr. Fred Ostrander is the City's Chief Wastewater Plant Operator and has been employed by the City since December, 1987. He possesses a Class "B" wastewater license and a class "C" potable water license. Mr. Ostrander is in direct charge of all personnel and facilities related to collection,transmission of wastewater,as well as distribution and disposal of treated effluent and he reports directly to Mr.Holland. Employees The System employs thirty-two (32) persons, not including administrative support from other City departments. Approximately twenty-one(21)persons are employed either full or part-time by the City to service the Water System and approximately eleven(11)persons are employed either full or part-time by the City to service the Sewer System. The employees of the System are not represented by a union. The City considers its relationship with its employees as amicable. The City contributes to a single employer defined benefit pension plan and trust(the "Pension Plan"). The contribution made by the City is allocated to the Water and Wastewater Fund based on covered payroll of employees whose salaries are charged to the Water and Wastewater Fund. Participation in the Pension Plan is a condition of employment. Benefits fully vest on reaching five years of service. Benefit provisions and all other requirements are established by City ordinance. Members of the Pension Plan are required to make regular contributions to the plan in the amount of 7.4% of their salary. The City is required to make quarterly contributions to the Pension Plan equal to the difference in each year,between the total aggregate member contributions and the total cost as shown by the most recent actuarial valuation of the Pension Plan. The City offers its employees a single employer deferred compensation plan created in accordance with Section 457 of the Internal Revenue Code(the"Deferred Compensation Plan"). The Deferred Compensation Plan is voluntary and any employee may elect to participate. The Deferred Compensation Plan permits employees to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination,retirement,death,or unforeseeable emergency. Water System The City receives its raw water through withdrawals from seven existing City owned deep wells located at each of the City's three existing water treatment plants, which draw water from the lower and upper Floridan Aquifer. Raw water is treated at each of the City's water treatment plants by a process that includes aeration for removal of hydrogen sulfide, disinfection by free residual chlorination and fluoridation. Treated water is routinely tested for bacteriological and chemical parameters in an outside certified laboratory to ensure compliance with applicable state and Federal regulations. Treated water is pumped to four water storage tanks located at the existing water treatment plants and then discharged to the System customers through the water distribution system. The City's three water treatment plants are briefly described below: 1. Jamela Plant. The Jamela Plant is located in the northern portion of the City's service area at Wurst Road and Jamela Drive. The Jamela Plant is the oldest water treatment plant in the Water System and it provides treated water to the northern portion of the City's water service area. Raw {0R605670;12) 19 water is supplied to the Jamela Plant from one of the City's deep wells, which is equipped with a vertical turbine low service pump that is rated at 2000 gallons per minute("gpm") for Well No. 2 (well No. 1 has been removed from service by the City's water operations staff). Raw water pumped from Well No. 2 is discharged to a 2,500 gpm cascade tray type aerator located on top of the ground storage tank. Treated water is pumped from the ground storage tank by two high service pumps rated at 1,000 gpm each. The total well capacity at the Jamela Plant is 2,000 gpm. The total finished water storage capacity is 1,000,000 gallons of which 500,000 gallons is provided by an elevated storage tank and 500,000 gallons provided by a ground storage tank. The elevated storage tank is connected to the distribution system downstream of the high service pumps. The tank floats on the distribution system and stores water for emergency fire flows and maintains static head (pressure) in the distribution system when the high service pumps are not operating. The Jamela plant is also equipped with a 250 kilowatt standby engine generator which is capable of operating the 2,000 gpm well and a high service pump in the event of a loss of primary power. Due to the deteriorated condition and obsolescence of the Jamela plant, the City has decided to improve the Jamela plant by repairing the existing high service pumps and electrical service and rehabilitating the existing ground storage tank. It is also the City's intent to remove the elevated storage tank. Upon removal of the elevated storage tank, water storage capacity will be reduced to 500,000 gallons The upgraded Jamela Plant will operate as a major component of the Water System. 2. Forest Oaks Plant. The Forest Oaks plant is located in the northeast portion of the City's service area along Hackney-Prairie Road. The Forest Oaks plant has been in service for seventeen years and provides treated water to customers in the City's northern water service area. Raw water is supplied to the Forest Oaks plant from three of the City's deep wells, each of which are equipped with a vertical turbine low service pump that are rated at 800 gpm, 1,150 gpm and 3,500 gpm, respectively. Raw water is pumped from the wells and discharged into a 3,500 gpm cascade type aerator located on top of a 400,000 gallon concrete ground storage tank and discharged into the water distribution system by four high service pumps. The high service pumps are rated at various capacities: 400 gpm,800 gpm, 1,500 gpm and 1,600 gpm,resulting in a total pumping capacity of 4,300 gpm. 3. South Plant. The South Plant is located in the Southern portion of the City's service area approximately one mile south of State Road 50 and '/z mile east of Maguire Road. The South plant was constructed in 1992 and provides treated water to customers in the City's southern water service area. Raw water is supplied to the South plant from two deep wells, Well No. 1 is equipped with a vertical turbine low service pump that is rated at 3,000 gpm. Well No. 2 is equipped with a 150 h.p. pump rated at 3,500 gpm. Raw water is treated in two 670,000 gallon concrete ground storage tanks and discharged into the water distribution system by five high service pumps. One of the high service pumps is rated at 370 gpm,two are rated at 450 gpm,the fourth one is rated at 1,000 gpm,and the fifth is rated at 2,500 gpm. The combined maximum permitted pumping capacity of the three plants is approximately 11.05 million gallons per day ("mgd"). The current average monthly production is approximately 4 million mgd. The Water System currently serves approximately 9,628 water accounts, representing approximately 14,400 ERU's, with an additional 11.64 ERU's reserved through various developer agreements. These ERU's represent approximately .035 mgd of reserved capacity. The water consumptive use permits for the seven City owned deep wells allow 3.81 mgd average day withdrawal and 7.7 mgd maximum day withdrawal for the year 2003. It is a sliding scale,increases every year of 10 year permit. As shown in the table below,the average monthly flow for the Water System in Fiscal Year 2002 was 5.12 mgd. The City's water main distribution system consists of a series of 16-inch, 12-inch, and to a lesser extent, 8-inch and 6-inch pipes that are comprised of either ductile iron, cast iron or PVC pipe. The City's water distribution system extends to all but the recently annexed northwestern portion of the City. {0R605670;12} 20 Historic Water Consumption Flows Fiscal Average Monthly Year Flow(mgd) 2002 5.12 2001 5.38 2000 6.30 1999 5.13 1998 4.95 Source: City of Ocoee. See "APPENDIX B — ENGINEERING REPORT OF PROFESSIONAL ENGINEERING CONSULTANTS,INC." for additional information concerning the Water System. Sewer System The Sewer System currently consists of approximately 72 miles of sewage collection system piping, one wastewater treatment plant,46 pumping stations, and 230 acres of property available for effluent disposal. Effluent disposal property consists of 10.7 acres of property located at the wastewater treatment plant and the City's 220 acre remote effluent disposal site,which the City has leased to Forest Lake Club, Ltd. and which has been converted into the Forest Lake Golf Course(the"Golf Course"). The City owns, operates and maintains approximately 72 miles of wastewater collection system, which utilizes a combination of gravity and force main systems to collect and transport wastewater to the wastewater treatment plant. The gravity wastewater collection system consists of PVC pipes ranging from 6 to 15 inches in diameter. The force main wastewater collection system consists of PVC and ductile iron pipes ranging from 6 to 12 inches in diameter. The City owns, operates and maintains 32 pump stations that are used for wastewater collection and discharge. The wastewater treatment plant is located at 1800 A.D. Mims Road, on a 128-acre site and was purchased from the Utility in 1988. The wastewater treatment plant is a poured in place concrete structure and utilizes a new and efficient Kruger Treatment Process (biodenitrofication) that results in substantial reduction of operation and maintenance expenses. The wastewater plant is equipped with tertiary filters, chemical feed and high-level disinfection facilities. The wastewater treatment plant has an estimated useful life of 50 years. The wastewater plant is staffed by operators with class "B" and "C" wastewater licenses in accordance with state laws and DEP rules. The operation of the wastewater plant is highly automated and is computer controlled. The wastewater plant is staffed 8 hours per day, 5 days per week. Operational anomalies are detected by the automated process control system, and plant personnel are automatically notified by pager that a fault condition has occurred. This high level of control enabled DEP to issue a permit based on 8 hours per day on-site staffing rather than the standard 16 hours per day. The wastewater treatment plant is also capable of producing reclaimed water. Under normal operating conditions,all of the reclaimed water produced by the wastewater treatment plant is discharged to the Golf Course. The current designated treatment capacity at the wastewater treatment plant is 3.0 mgd, with a permitted treatment capacity limited by the current permitted effluent disposal capacity of 1.6 mgd. The current average daily flow at the plant is approximately 1.592 mgd, equivalent to approximately 5896 ERU's,generated by approximately 6,191 existing accounts. There are approximately 1,458 ERU's of capacity reserved through various developer agreements. These ERU's represent approximately 0.39 mgd of reserved capacity. Treated wastewater is transported to the Golf Course through a 12 inch low pressure piping system. Effluent disposal is currently accomplished by: (1) irrigating the Golf Course with reclaimed water from the wastewater treatment plant (total capacity of 1.0 mgd); (2) discharging effluent to two on-site percolation ponds located at the site of the wastewater treatment plant(total capacity of 0.35 mgd); and(3)discharging effluent to two percolation ponds located at the Golf Course(total capacity of 0.25 mgd). {0R605670;121 21 The following table sets forth the historic wastewater treatment flows from the wastewater facilities: Historic Wastewater Treatment Plant Flows Fiscal Average Daily Year Flow(mgd) 2002 1.519 2001 1.395 2000 1.377 1999 1.190 1998 1.153 Source: City of Ocoee. See "APPENDIX B — ENGINEERING REPORT OF PROFESSIONAL ENGINEERING CONSULTANTS,INC." for additional information concerning the Sewer System. Water and Wastewater Rates The System's rates structure includes a base facility charge and a volumetric consumption charge. Water and wastewater rates were adjusted on a System wide basis on October 1, 2003. In addition, the City Commission adopted an annual indexing rate adjustment of 3 percent or the Consumer Price Index, whichever is greater. The annual rate indexing will become effective on October 1, 2004 and every October 1 thereafter through October 1, 2013. The new water rates include inclined water rates as required by the City's consumptive use permit. The new water rates will increase operating revenue and provide conservation measures through an inclined rate format. Since 1991, the monthly combined water and sewer charge for the typical residential customer who uses 10,000 gallons per month has increased from$40.56 to$50.49 per month. The following tables show the System's current rate structure: Existing Water Rates Meter Size(Inches) Base Facility Charge 0.75 $ 7.64 1 19.10 1.5 38.20 2 61.12 3 122.24 4 191.00 6 382.00 8 611.00 10 878.60 12 1,642.60 Plus: Residential Volumetric charge of$0.84 per 1,000 gallons from 0-6,000 gallons; $1.05 per 1,000 gallons from 6,001-12,000 gallons; $1.31 per 1,000 gallons from 12,001-18,000 gallons, $3.28 per 1,000 gallons from 18,001- 24,000 gallons, $4.92 per 1,000 gallons from 24,001-30,000 gallons and $5.98 per 1,000 gallons from 30,001 and Greater gallons. Non-Residential Volumetric charge of$0.84 per 1,000 gallons from 0-6,000 gallons; $1.05 per 1,000 gallons from 6,001-12,000 gallons; $1.31 per 1,000 gallons from 12,001-18,000 gallons, $1.97 per 1,000 gallons from 18,001 and Greater gallons. Source: City of Ocoee. {08605670;12} 22 Existing Wastewater Rates Meter Size(Inches) Base Facility Charge 0.75 $ 13.81 1 34.53 1.5 69.05 2 110.48 3 220.96 4 345.25 6 690.50 8 1,104.80 10 1,588.15 12 2,969.15 Plus: Residential Volumetric charge of$1.98 per 1,000 gallons from 0-12,000 gallons, and$0.00 per 1,000 gallons from 12,001 and Greater gallons. Non-Residential Volumetric charge of$1.98 per 1,000 gallons. Source: City of Ocoee. Existing Reclaimed Rates Meter Size(Inches) Base Facility Charge 0.75 $ 5.73 1 14.33 1.5 28.65 2 45.84 3 91.68 4 143.25 6 286.50 8 458.25 10 658.95 12 1,231.95 Plus: Residential Volumetric charge of$0.63 per 1,000 gallons from 0-6,000 gallons; $0.79 per 1,000 gallons from 6,001-12,000 gallons; $0.98 per 1,000 gallons from 12,001-18,000 gallons,and$1.48 per 1,000 gallons from 18,001 and Greater gallons. Non-Residential Volumetric charge of$0.63 per 1,000 gallons from 0-6,000 gallons; $0.79 per 1,000 gallons from 6,001-12,000 gallons; $0.98 per 1,000 gallons from 12,001-18,000 gallons, and$1.48 per 1,000 gallons from 18,001 and Greater gallons. Source: City of Ocoee. The City's present water and wastewater rates are reasonable when compared with that of other municipal and county utility systems in the Central Florida area. The following chart presents comparative information for an average residential bill for the City and surrounding communities. {0R605670;12) 23 Comparison of Monthly Water and Wastewater Billing in the City of Ocoee and Surrounding Areasl'1 Water Wastewater Total City of Ocoee $16.88 $33.61 $50.49 Other Similar Utilities Brevard County 28.61 41.93 70.54 Orange County 30.43 30.43 60.86 Seminole County 13.10 37.25 50.86 Apopka 14.52 28.89 43.41 Casselberry 20.47 50.02 70.49 Lake Mary 19.80 35.00 54.80 Oviedo 13.30 37.30 50.60 Sanford 18.71 36.78 55.49 Winter Springs 12.68 32.55 45.23 Kissimmee 9.51 32.30 41.71 Orlando 16.47 45.66 62.13 Melbourne 40.00 72.22 112.22 Daytona Beach 30.87 42.69 73.56 Titusville 43.59 73.69 117.28 Cocoa 16.28 47.50 63.78 (1) Based on average monthly water and wastewater rates in effect as of October 1,2003. Amounts shown are exclusive of taxes,franchise fees and outside City surcharges,if any. Based on 10,000 gallons of water usage monthly. Source: City of Ocoee. Revenue and Maintenance Fees;Impact Fees; Other Charges and Deposits The City charges its customers a water and wastewater capital charge of$966 and $2,865, respectively. These charges are derived using a marginal/incremental or standards driven methodology, which are based on the recovery of a new customer's proportionate share of the present value of capacity-related capital projects during a base period. The City imposes on customers holding water capacity an annual Revenue and Maintenance Fee of$117 per ERU or a monthly Revenue and Maintenance Fee of$17 per ERU. The Revenue and Maintenance Fee is paid beginning on the 12-month anniversary of the date that the water capacity is acquired until a customer connects to the Water System and begins paying the rates set forth above. The City also imposes on customers holding sewer capacity an annual Revenue and Maintenance Fee of$145 per ERU or a monthly Revenue and Maintenance Fee of $21 per ERU. The Revenue and Maintenance Fee is paid beginning on the 12-month anniversary of the date a sewer capacity is acquired until a customer connects to the City Sewer System and begins paying the rates set forth above. B.M.L. Investments, a Florida general partnership, has acquired and holds a substantial portion of such water and sewer capacity and pays approximately one third of the Revenue and Maintenance fees presently received by the City. Collection Practices;Delinquencies All residential and commercial customer meters are read and billed monthly. The bills become delinquent on the 15th day of the month. At such time a$25 penalty is assessed. Utility service is terminated if payment of all charges and penalties is not received within 65 days from the billing date. Restoration of service requires full payment of all current utility charges,penalties and a restoration charge of$50. The customer may also be required to pay an additional deposit to restore service. Accounts which remain delinquent may be forwarded to authorized collection agencies and deposits may be applied to pay such delinquencies. {OR605670;12} 24 Accounts receivable and allowance for estimated uncollectible account balances for the past five fiscal years are as follows: Fiscal Accounts Allowance for Estimated Year Receivable Uncollectible Accounts 2002 $509,825 $39,864 2001 556,046 39,864 2000 503,288 39,747 1999 606,377 110,000 1998 602,615 81,500 Source: City of Ocoee,Florida. Regulation The United States Environmental Protection Agency ("EPA") and the Florida Department of Environmental Protection("DEP"),promulgate various regulations governing operation of the System. Regulations deal primarily with the quality of effluent discharged from sewage treatment facilities, the disposal of sludge generated by the sewage treatment plants, the discharge of pollutants into the groundwater and the nature of waste material discharged into the collection facilities. Associated with the regulations are various monitoring and reporting requirements. In addition to regulation of the sewage treatment facilities, EPA and DEP regulate the quality of the System's water. The City presently is in compliance with all applicable regulations relating to water quality. The consumptive use of water is administered by the St. Johns River Water Management District(the"District")through a consumptive use permitting system, pursuant to which water resources are divided among the permitted consumers. Pursuant to Chapter 373, Florida Statutes, the District issues consumptive use permits for the various wellfields existing within its jurisdiction, including the wellfields that supply water for the System. The provisions of Chapter 373,Florida Statutes,and the regulations promulgated thereunder provide for the issuance of a permit for new uses if the proposed use of water (1) is reasonable and beneficial, (2) will not interfere with any presently existing legal uses of water,and(3)is consistent with the public interest. The City operates its water system under the authority granted in the Consumptive Use Permit ("CUP") issued to the City in 1996 and valid through 2006. The City is currently exceeding its allowable withdrawal rate of groundwater for annual average daily and maximum daily withdrawals. The District seeks to issue withdrawal permits with limits of 150 gallons per capita per day. The City's residents are currently consuming approximately 175 gallons per capital per day. General conditions of the CUP permit include water conservation guidelines and the City is encouraged to maximize the use of reclaimed water in lieu of groundwater supplies. The City's renewed CUP has an increasing allocation adjustment of potable water source based on population projections through the year 2010. The City is planning to expand its reclaimed water system throughout the City to reduce the potable water demand and the City is planning to implement inclined water rates to promote the conservation of potable water. The City has developed and implemented a public education/awareness program to promote conservation. The education/awareness program has been successful in reducing the water consumption per capital,but additional steps are needed to achieve compliance in accordance with the CUP. The quality and quantity of wastewater facility effluent discharge is controlled by the wastewater operating permits issued by the Florida Department of Environmental Protection. Discharges must meet the restrictions imposed by the Federal Clean Water Act, Clean Water Act Amendments and the Florida Administrative Code. Wastewater effluent standards are determined by the type of wastewater treatment and type of effluent disposal method (percolation ponds, reclaimed water irrigation). The City's wastewater treatment plant is an advanced secondary facility producing public-access level of effluent for the reclaimed water system. The City has recently received renewal of its wastewater operating permit in September 2002. The City's facility is in full compliance of current federal and state regulatory requirements concerning the water quality of the effluent disposal. The City's total effluent disposal capacity is limited due to wet weather disposal and the need to {0R605670;12} 25 expand the reclaimed water system. The City is limited to a total effluent disposal capacity of 1.602 MGD and based on the minimum daily flow, the City is currently exceeding the effluent disposal capacity by approximately 0.1 MGD. The Additional 2003 Project included the expansion of the reclaimed water system and the wet weather disposal capacity. Upon completion of the expansion of the effluent disposal system, no problems are anticipated for continuing compliance with the operating permit conditions as future customers are added to the system. THE ADDITIONAL 2003 PROJECT Introduction The City has recently experienced regulatory agency concerns related to the need to expand the City's ability to provide wastewater capacity associated with effluent disposal, wet weather disposal for the City's reclaimed water system and the rehabilitation of the Jamela Water Treatment Facility. The City has also received regulatory concerns related to the volume of ground water withdrawn compared to the City's consumptive use permit limitations. The City has developed the Additional 2003 Project to alleviate the concerns of the regulatory agencies and provide improvements for long-term compliance with all applicable permit conditions. The Additional 2003 Project is currently planned and under design and can be implemented within a 24-month period. The funds for construction of the Additional 2003 Project are from the Series 2003 Bonds, fund balances of the impact fee account, fund balance of the system renewal and replacement account and other available revenue sources as set forth herein. The Additional 2003 Project includes improvements to both the Water System and the Sewer System. The estimated total cost of the Project is $7,150,000, of which $4,150,000 will be used for System improvements and $3,000,000 will be used for water and sewer distribution/collection/transmission system improvements. The cost of the Project will be paid for or financed from the following sources: Existing funds from the Water and Sewer Capital Account $650,000 Funds from 1997 Bond Issuance 2,000,000 Proceeds of the Series 2003 Bonds 7,150,000 Total Sources $9,800,000 Capital Improvements to Sewer System Proposed capital improvements to the Sewer System emphasize the need to expand the capacity of the City's existing effluent and wet weather disposal system and the reclaimed water system. Expansion of the Effluent and Wet Weather Disposal System. The City plans to connect to the regional reclaimed water project as partners with the City of Winter Garden and Apopka. The project consists of a new transmission pipeline from the Ocoee/Winter Garden regional system to the Apopka reclaimed system. The pipeline project is currently being designed by the engineering firm of Ivey-Harris and completion of the project is planned for September 2004 with the City's portion of cost estimated to be$1.1 million. Expand City's Existing Reclaimed Water System. The City has an existing reclaimed system that serves residential and commercial customers north of S.R. 50,primarily along the Clarke Road corridor. The City plans to expand the reclaimed system into existing subdivisions and commercial areas by July 2004. The expansion of the reclaimed water system will provide approximately .55 MGD of additional effluent disposal thus assisting the City in developing additional effluent disposal capacity to comply with its FDEP permit. The City has hired the consulting firms of Hartman & Associates, Ivey Harris and WCG, Inc. to prepare construction plans and permit applications for expansion of the City's reclaimed system. The total cost is estimated to be$2.3 million. The City has entered into an interlocal agreement with Orlando/Orange County (Consery II) to obtain an additional source of reclaimed water to supply the City's reclaimed service area south of S.R. 50. The project {0R605670;12) 26 includes a reclaimed water pump station south of S.R. 50 located on Maguire Road and reclaimed transmission mains along Maguire Road and Professional Parkway. The reclaimed pump station has been designed and permitted by Professional Engineering Consultants, Inc. and the reclaimed transmission mains along Maguire Road and Professional Parkway have been designed by such firm. The reclaimed project is planned to provide .65 MGD of reclaimed water resulting in a reduction of the use of potable water for irrigation thus assisting the City in achieving compliance with its Consumptive Use Permit. The reclaimed pump station and transmission main are planned to be completed by April 2004. The estimated cost is $2.55 million and the City has allocated $2.0 million from current available revenue sources and plans to use $550,000 from the proceeds of the Series 2003 Bonds to fund the remaining amount. Distribution/Collection/Transmission System Improvements The City is widening Professional Parkway/Old Winter Garden Road from a two-lane rural section to a four-lane urban roadway. The road widening includes the relocation and upgrading of the existing water and sewer distribution/collection/transmission system. The utility relocation project will occur in conjunction with the roadway widening construction project. The design and permitting of the utility relocation is being completed by Professional Engineering Consultants,Inc. The utility relocation project is scheduled to be completed by May 2005. The estimated cost if$1 million. The City is seeking to relocate and expand the existing wastewater/collection and transmission system along S.R. 50. The existing collection/transmission system is obsolete and originally sized to accept wastewater flow from a smaller commercial corridor along S.R. 50. The commercial corridor has expanded due to major commercial development in and around the West Oaks Mall and other commercial parcels. The City's Activity Centers are located along the S.R. 50 corridor. The improvements are planned to be completed by December 2004. The cost is estimated to be$1.5 million. The City is planning to expand Maguire Road to a four-lane urban typical section north of S.R. 50. The City plans to widen the road by the year 2004. The road widening project (Maguire Road Phase 5) will cause the need to relocate existing water and sewer collection and transmission mains. The cost estimated is$0.7 million. The Additional 2003 Project-Summary Regional Effluent Disposal and Wet Weather Disposal $1.1 Million Reclaimed System Expansion(Northern Service Area) $2.3 Million Reclaimed System Expansion(Southern Service Area) $0.55 Million Professional Parkway/Old Winter Garden Road Utility Relocation and Expansion $1 Million S.R. 50 Wastewater Collection/Transmission System Relocation and Expansion $1.5 Million Utility Relocation along Maguire Road $0.70 Million TOTAL $7.15 Million SUMMARY OF CONSULTING ENGINEER'S CONCLUSIONS PEC/Professional Engineering Consultants, Inc. are the Consulting Engineers for the City with respect to the System. Based on its general familiarity with and review of the System as indicated in the Consulting Engineer's Report attached hereto as Appendix B(the"Report"),which Report should be read in its entirety in conjunction with the following,the Consulting Engineers have concluded that: {0R605670;12} 27 1. The System is in good condition and has been operated and maintained in accordance with standard utility industry practices, and provides good, reliable and cost-effective water, sewer and reuse service to the customers of the System. 2. The System is operated substantially in compliance with current Federal, State and local regulatory requirements. Upon completion and implementation of the Additional 2003 Project, concerns related to effluent disposal and groundwater withdrawal rates will be resolved. All regulatory permits necessary for the operation of the System are current and upon completion of the Additional 2003 Project will be in good standing. 3. The Additional 2003 Project is necessary and provides water, sewer and reuse service for existing and new growth. The average annual growth rate of 400 ERUs is reasonable and valid during the 20-year planning period. The Additional 2003 Project is technically sound and conforms to proven and industry accepted engineering practice. The Additional 2003 Project will provide for water, sewer and reuse system improvements and expansion which will meet Federal, State and local regulatory requirements and projected growth related to water and sewer demands for a twenty(20)year period;. 4. The proposed Additional 2003 Project is or shall be designed in accordance with accepted engineering standards using proven conventional technology. The proposed improvements have or shall be designed with a high level of sensitivity to concerns held by nearby residents regarding aesthetic issues such as odor control,noise,lighting and utility. 5. The City's management and professional staff are well qualified and certified to manage, operate and maintain the System. 6. It is reasonable to assume that all required regulatory permits and/or governmental approvals shall be obtained in a timely manner for regulatory compliance and will be obtained prior to construction of the proposed Additional 2003 Project and subsequently all necessary operating permits will be obtained for the completed capital improvements. 7. No material charges have occurred in the Additional 2003 Project which will have a negative impact on the cost estimate for successful completion of the Additional 2003 Project. 8. Proceeds from the Series 2003 Bonds plus funds from certain existing fund balances and other available revenues sources will be sufficient for design, construction and implementation of the Additional 2003 Project as described in the Report. 9. The useful life of the Project is in excess of the weighted life of the Series 2003 Bonds. 10. The water, sewer and reuse rates have been adjusted effective October 1, 2003 and are reasonable and sufficient to meet projected system operating expenses, estimated project cost recovery, debt service coverage for the Series 2003 Bonds and renewal and replacement contributions;and 11. Based on the analysis and evaluation contained in the Report and the Burton & Associates report, the capital financing of the City's proposed Additional 2003 Project is economically feasible. HISTORICAL AND PROJECTED SCHEDULE OF NET REVENUES AND DEBT SERVICE COVERAGE The information in the following table sets forth the historical and projected Net Revenues of the System and debt service coverage. The historical data has been developed from data contained in the audited financial statements of the City for the fiscal years ended September 30, 2000, 2001 and 2002, respectively. The projected revenues and expenditures for the fiscal years ending September 30,2003,2004,2005,2006 and 2007,respectively, were determined and provided by Burton&Associates,the City's Feasibility Consultant. {OR605670;12} 28 0 Cu C O Op ro aA a) o a4 44. 0 0 M C y N O _ aa�� @w Xw -O .M-OT� O O a NJ- C)) M n O O C (-+ y toOMM ' O to r CC N 2 a '-�O I �O�pp�p(0 O to N 0 O) tf) O C~ 'AEI -- 7 IOM�0 M CO069 A ( O N C tte N M CO to N O o w M co c co.0 0 a U) y' got b ." Q 1- X8 3 U AM M o < N N cMo yn1 N 41 7 0 Q b coM(O0i O <6 1: of r T /<6 C >.0 U y 4 2 .I MM N CN c o' a) >>w .O x NLV C7 O O� 9 co U W ..,a) _•D C y U OZ E W o0� y . a) >, i s v?. C �O-O c a. . i;), -d - 4'" (AM ONO0o O) r- co - O M 0 (0 c N j - OO C' o--i ]y" N 10 O N r < a) a7>.= C '0 3 °01 ,4 H I M M r _ 1 0to Oo 10 A (U C a1 C Q Q co U pUgW .U. FW NN M c- co @OO . .- ‘4 o @ Q., .L7 ,__, 69 fA to a) O C ''gyp O- 3 Q N U 0 C`1L 2 N U o - o � WoA '17 m °N' U� 7N oc U CL O CO 0 I 0 �' C O C 77 ° a W W Q Q = 0 .-., C 0 O N w � � C � W 0117000 CO Q) 4 0o jNUyy� 2)Co 01tl) U N r f� N CO N 0 00 O C_ N y ,O W Lr•, .�-, N V� CC) _ .,- CO M COr ,- o ,..O 0 5 g 00) •0 o c�. EW- W Q , 1�n c0 1�i o v rn v -CU- rn •- � N w •- tJ A F Cir W I M r (o N 0 in (1.. ` C w O C rn jf0��.r>.0- ,2 �, 8 01 W 0 �N MwO U 3 N a) tLJ �; wAO Co � Nt ow � �" o WQWw 0Nr? �4? a) O N 0 co c o w F" F" 0 O it0- co c >y QY Wy • 00 co co m c ron E LL, v �F-, - o- O M C a) m N O 0 Oa O •0 F . U ii 0 `007 N a v 0 =0_c�A, TC C-2 C r l="' (n O a)a? •U o E-, o v N- 0 C) TT c o v in m a)m 0 0 w O • n ,- C) M A OQ`)Oat m ' coo ti Z 0. Q O ' I �N M U U G N2O N m >,2 N y +••� N (3y C'a M N O 'C •C U > >, c 0 r c ali ; oca m � ,nC o0 rn p •0 H rn O a)w>0 20 .4'/3 U � Fz, � �c� oa 6 o ' Ovwo 2)a)4,9a �a-i'0cw & c • OyevtC i2 v 0NoCwc v, 0C T O a) G. 6-0 N 0 M C..0 r C_,- !0 w��( a) a) C N w U }. - a)L O > O ) > C tL 7 0 'b ) icf O y E U O C C O O 7 N V N a) O a) C:C al v,y �' co Q •; H y p +p C ,Z� l2 92 L N'a)U C N C x a co O p a) N c Y' U o.0 N' , o LJ O th . - _ g 7 c a Q 0 co cjF U Ci a) a) ? U ss +, O a�'i�wa) > ill o CS m m >� o $)'a)2 � a; �bQ`m O v) c a) 0)0a O _ pO@O) - Q 0 a).. 7'7t) o N c c ,_to Oi c C N ,.. ..r.� C. aO c C N C 0) '> 7 M c`•-•' W W 0 0)�M O._ 8') V a) tea-,-, z Z 2 > coC 0 C.al a) a) Q C V 7 - o ,2 Iii'C tV co- co c'a; °''� / $a> > m .99 Eo ca. 203 ac) Zaci 9'c wa)CCN N. o 1n NVD E & 2 0 3 z 2- g 8 8 v� v� 0 As the actual, audited results presented above indicate, impact fee revenues may vary due to various factors,including prepayments of impact fees, secondary market sales,usage of impact fee credits purchased in prior years, and the level of construction activity. For the purposes of the forecast, the City has assumed an average annual amount of cash collections of$498,000 during the forecast period. This is based upon an assumed 130 equivalent residential connections per year of cash collections of impact fee revenues. To the extent that annual fluctuations cause the actual amount of impact fee revenues in any particular year to be less than the forecast amount, the City has the ability to apply prepaid impact fee monies collected in prior years and on deposit with the City(currently in the amount of$2.1 million)to make up for such deficiencies. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2003 Bonds and the issuance thereof by the City are subject to the approval of Bryant, Miller and Olive,P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Foley&Lardner, Orlando,Florida, City Attorney. Certain legal matters will be passed upon for the Underwriters by their counsel,Akerman Senterfitt,Orlando,Florida. There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2003 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the imposition, collection or application of the Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the City Commission,or other officers of the City is being contested. The City experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the City,but may, in the aggregate,have a material impact thereon. In the opinion of the City Attorney, however, the City will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences to the financial condition of the City. TAX EXEMPTION General The Internal Revenue Code of 1986, as amended, establishes certain requirements which must be met subsequent to the issuance and delivery of the Series 2003 Bonds in order that interest on the Series 2003 Bonds be and remain excluded from gross income for purposes of Federal income taxation. Non-compliance may cause interest on the Series 2003 Bonds to be included in Federal gross income retroactive to the date of issuance of the Series 2003 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 2003 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The City has covenanted in the Resolution to comply with such requirements in order to maintain the exclusion from Federal gross income of the interest on the Series 2003 Bonds. In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under existing laws, regulations,judicial decisions and rulings, interest on the Series 2003 Bonds is excluded from gross income for purposes of Federal income taxation. Interest on the Series 2003 Bonds is not an item of tax preference for purposes of the Federal alternative minimum tax imposed on individuals or corporations; however, interest on the Series 2003 Bonds may be subject to the alternative minimum tax when any Series 2003 Bond is held by a corporation. The alternative minimum taxable income of a corporation must be increased by 75% of the excess of such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment and the alternative tax net operating loss deduction). "Adjusted current earnings" will include interest on the Series 2003 Bonds. The Series 2003 Bonds are exempt from all present intangible personal property taxes imposed pursuant to Chapter 199,Florida Statutes. Except as described above, Bond Counsel will express no opinion regarding the Federal income tax consequences resulting from the ownership of,receipt or accrual of interest on,or disposition of Series 2003 Bonds. {OR605670;12} 30 Prospective purchasers of Series 2003 Bonds should be aware that the ownership of Series 2003 Bonds may result in collateral Federal income tax consequences, including (1) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2003 Bonds, (2) the reduction of the loss reserve deduction for property and casualty insurance companies by 15% of certain items, including interest on the Series 2003 Bonds, (3)for taxable years beginning before January 1, 1996, the inclusion of interest on Series 2003 Bonds in"modified alternative minimum taxable income" for purposes of the environmental tax imposed on corporations, (4)the inclusion of interest on the Series 2003 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (5) the inclusion of interest on Series 2003 Bonds in passive income subject to Federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, and (6) the inclusion of interest on the Series 2003 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for purposes of determining whether such benefits are included in gross income for Federal income tax purposes. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2003 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. During recent years legislative proposals have been introduced in Congress,and in some cases enacted,that altered certain Federal tax consequences resulting from the ownership of obligations that are similar to the Series 2003 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of Federal tax consequences may have affected the market value of obligations similar to the Series 2003 Bonds. From time to time, legislative proposals are pending which could have an effect on both the Federal tax consequences resulting from ownership of Series 2003 Bonds and their market value. No assurance can be given that legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon,the Series 2003 Bonds. Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amounts of the Series 2003 Bonds maturing in the years through and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers,at which price a substantial amount of Series 2003 Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue over the term of such Series 2003 Bonds at a constant interest rate compounded periodically. A purchaser who acquires such Series 2003 Bonds in the initial public offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds such Series 2003 Bonds,and will increase his or her adjusted basis in such Series 2003 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Series 2003 Bonds. The federal income tax consequences of the purchase,ownership and redemption, sale or other disposition of Series 2003 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of such Series 2003 Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of Series 2003 Bonds and with respect to the state and local tax consequences of owning and disposing of Series 2003 Bonds. Tax Treatment of Original Issue Premium The Series 2003 Bonds maturing in the years were offered at a price in excess of the principal amount thereof. Under the Code,the excess of the cost basis of a bond over the principal amount of the bond(other than for a bondholder who holds a bond as inventory, stock in trade, or for sale to customers in the ordinary course of business) is generally characterized as "bond premium." For federal income tax purposes, bond premium is amortized over the term of the bonds. A bondholder will therefore be required to decrease his basis in the Series 2003 Bonds by the amount of the amortizable bond premium attributable to each taxable year he holds such Series 2003 Bond. The amount of the amortizable bond premium attributable to each taxable year is determined on an {0R605670;121 31 actuarial basis at a constant interest rate compounded on each interest payment date. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. In addition,the Series 2003 Bonds maturing in the years and were offered at prices in excess of the principal amount thereof to achieve a yield based upon the date on which such Series 2003 Bonds are subject to optional redemption by the Issuer (the "Call Date") rather than the maturity date (the "Callable Premium Bonds"). Under the Code,the excess of the cost basis of a Callable Premium Bond over the amount payable at the Call Date of the Callable Premium Bond that minimizes the yield to a purchaser of a Callable Premium Bond (the "Lowest Yield Call Date") (other than for a bondholder who holds a bond as inventory, stock in trade, or for sale to customers in the ordinary course of business) is generally characterized as "bond premium." For federal income tax purposes,bond premium is amortized over the period to the Lowest Yield Call Date of a Callable Premium Bond. A bondholder will therefore be required to decrease his basis in the Callable Premium Bond by the amount of the amortizable bond premium attributable to each taxable year he holds such Callable Premium Bond. The amount of the amortizable bond premium attributable to each taxable year is determined on an actuarial basis at a constant interest rate compounded on each interest payment date. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Holders of the Series 2003 Bonds described above should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon sale, redemption, or other disposition of such Series 2003 Bonds. VERIFICATION The accuracy of the mathematical computations of the adequacy of the maturing principal amounts and interest on escrow securities and initial cash balances to pay all principal of, interest on, and redemption premium and accrued interest on the Refunded Bonds through their redemption dates will be verified by Such verification will be based upon information provided by the Underwriters and the Financial Advisor. UNDERWRITING The Underwriters have agreed, subject to certain conditions, to purchase the Series 2003 Bonds from the City at a price$ ,(which represents the principal amount of the Bonds less an original issue discount of $ and less an underwriters' discount of $ ) plus accrued interest. The Underwriters' obligation is subject to certain conditions precedent, and they will be obligated to purchase all of the Series 2003 Bonds if any Series 2003 Bonds are purchased. The Series 2003 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2003 Bonds into investment trusts)at prices lower than the public offering prices stated on the cover page hereof, and such public offering prices may be changed from time to time by the Underwriters. CONTINUING DISCLOSURE The City has covenanted for the benefit of Series 2003 Bondholders to provide certain financial information and operating data relating to the City and the Series 2003 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant shall only apply so long as the Series 2003 Bonds remain outstanding under the Resolution. The covenant shall also cease upon the termination of the continuing disclosure requirements of SEC Rule 15c2-12(b)(5) (the "Rule") by legislative, judicial or administration action. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository (the "NRMSIRs") described in "APPENDIX F-FORM OF CONTINUING DISCLOSURE CERTIFICATE" attached hereto, as well as any state information depository that is subsequently established in the State of Florida(the"SID"). The notices of material events will be filed by the City with the NRMSIRs or the Municipal Securities Rulemaking Board, and with the SID. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in "APPENDIX F-FORM OF CONTINUING DISCLOSURE CERTIFICATE," which shall be executed by the City at the time of issuance of the Series 2003 Bonds. These covenants have been made in order to assist the Underwriters in complying with the Rule. {0R605670;12) 32 With respect to the Series 2003 Bonds,no party other than the City is obligated to provide,nor is expected to provide, any continuing disclosure information with respect to the aforementioned Rule. It is the intent of the City that specific performance be the sole remedy for an event of default under the Continuing Disclosure Certificate. The City is in compliance with its continuing disclosure obligations with respect to its outstanding bonds that are subject to the Rule. RATINGS It is anticipated that Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies Inc. ("S&P)and Fitch Ratings("Fitch")shall assign municipal bond ratings of "AAA,"and"AAA,"respectively,to this issue of Series 2003 Bonds with the understanding that upon delivery of the Series 2003 Bonds,a policy insuring the timely payment of the principal of and interest on the Series 2003 Bonds will be issued by Ambac Assurance Corporation. Such ratings reflect only the views of the rating agencies, and an explanation of the significance of such ratings may be obtained from the applicable rating agency. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by such rating agencies, if in their judgment, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an adverse effect upon the market price of the Series 2003 Bonds. FINANCIAL STATEMENTS The audited financial statements of the City for the Fiscal Years ended September 30, 2001 and September 30, 2002, including the audit report, dated November 18, 2002, of McDirmit, Davis, Puckett & Company, LLC, independent accountants, are set forth in "APPENDIX C-AUDITED FINANCIAL STATEMENTS OF THE CITY"attached hereto. FINANCIAL ADVISOR The City has retained First Southwest Company, Orlando, Florida ("First Southwest") as financial advisor with respect to the issuance of the Series 2003 Bonds. First Southwest is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Florida law requires the City to make a full and fair disclosure of any bonds or other obligations which it has issued or guaranteed and which are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served as a conduit issuer). The City is not and has not been in default as to principal and interest on non-conduit bonds or other debt obligations which it has issued or guaranteed. The City has not served as a conduit issuer for bonds or other debt obligations. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2003 Bonds upon an event of default under the Resolution and any policy of insurance referred to herein are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution, the Series 2003 Bonds and any policy of insurance referred to herein may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2003 Bonds (including Bond Counsel's approving opinion)will be qualified,as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. FORWARD LOOKING STATEMENTS The statements contained in this Official Statement,and in any other information provided by the City,that are not purely historical, are forward-looking statements, including statements regarding the City's expectations, {0R605670;121 33 hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward looking statements included in the Official Statement are based on information available to the City on the date hereof,and the City assumes no obligation to update any such forward-looking statements. I t is important to note that the City's actual results could differ materially from those in such forward-looking statements. The forward-looking statements herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties,including customers, suppliers,business partners and competitors and legislative,judicial and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement would prove to be accurate. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates,whether or not so expressly stated,are set forth as such and not as representations of fact,and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2003 Bonds. The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as a representation by the City or the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof. This Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or the Holders of any of the Series 2003 Bonds. [REMAINDER OF PAGE INTENTIONALLY BLANK] {0R605670;121 34 CERTIFICATE AS TO OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized by the City Commission of the City. At the time of delivery of the Series 2003 Bonds to the Underwriters, the City will provide to the Underwriters a certificate (which may be included in a consolidated closing certificate of the City), signed by the City official who signed this Official Statement, relating to the accuracy and completeness of certain materials in this Official Statement and to its being a"final official statement" in the judgment of the City Commission for the purpose of SEC Rule 15c2-12(b)(3)or which is necessary in order to make the statements contained herein, in light of the circumstances under which they were made, not misleading; provided, however, no representation is made relating to DTC,the book-entry system,Financial Security or the Policy. CITY OF OCOEE,FLORIDA By: S. Scott Vandergrift,Mayor Executed on: ,2003 (SEAL) {0R605670;12} 35 APPENDIX A GENERAL INFORMATION CONCERNING THE CITY OF OCOEE AND ORANGE COUNTY {OR605670;12} APPENDIX B ENGINEERING REPORT OF PROFESSIONAL ENGINEERING CONSULTANTS,INC. {0R605670;12} APPENDIX C AUDITED FINANCIAL REPORT OF THE CITY {OR605670;12} APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION {08605670;12} APPENDIX E FORM OF BOND COUNSEL'S LEGAL OPINION {08605670;12} tl APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE {0R605670;12} APPENDIX G SPECIMEN COPY OF MUNICIPAL BOND INSURANCE POLICY {0R605670;12} APPENDIX H FINANCIAL FEASIBILITY REPORT OF BURTON&ASSOCIATES {0R605670;12) B {, .I LO11 8 2902 Isabella Boulevard,Suite 20 Jacksonville Beach,Florida Financial Associates 32250 (904)247-0787 Feasibility Report November 10, 2003 Honorable Mayor City Commissioners City of Ocoee, Florida RE: City of Ocoee, Florida Water& Sewer System Refunding& Improvement Revenue Bonds, Series 2003 Dear Mayor and City Commissioners: The accompanying financial forecast of the City of Ocoee Water& Sewer System (the System) consists of a forecast of the financial results of operations on a working capital basis and debt service coverage for each of the five fiscal years in the period from October 1, 2003 through September 30, 2008, with supporting schedules, and a summary of significant forecast assumptions. This forecast presents the City of Ocoee Public Works -Utilities Department's estimates of the most probable results of operations and debt service coverage for the forecast period. The forecast reflects management's judgment, based upon present circumstances, as to the most likely set of conditions and management's most likely course of action. We have examined the financial forecast in accordance with generally accepted standards for an examination of a financial forecast. Our examination included such procedures as we considered necessary to evaluate both the assumptions used by management and the preparation and presentation of the forecast. We have no responsibility to update this report for events and circumstances occurring after the date of this report. The accompanying financial forecast indicates that, based upon the assumptions presented herein, sufficient revenues are projected to be generated by the System to meet the System's operations and maintenance, debt service and capital cost requirements through Fiscal Year 2008. Based upon our examination, we believe that the accompanying financial forecast is presented in conformity with generally accepted guidelines for presentation of a financial forecast, that the underlying assumptions provide a reasonable basis for management's forecast and that management's forecast is reasonable. However, there will usually be differences between the City of Ocoee, Florida November 10, 2003 Burton & Associates Page 1 lBL rton ( 2902 Isabella Boulevard,Suite 20 Jacksonville Beach,Florida Financial As s o c i ate s 32250 (904)247-0787 Feasibility Report forecast and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Very truly yours, Michael E. Bl xtotA, Michael E. Burton President City of Ocoee, Florida November 10, 2003 Burton & Associates Page 2 City of Ocoee, Florida Water & Sewer System Refunding & Improvement Revenue Bonds, Series 2003 Financial Forecast Including Summary of Significant Forecast Assumptions and Notes to Financial Forecast November 10, 2003 Prepared by: Burton & Associates, Inc. City of Ocoee, Florida November 10, 2003 Burton & Associates Page 3 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND NOTES TO FINANCIAL FORECAST Prepared November 10, 2003 FOR THE SIX FISCAL YEARS ENDING SEPTEMBER 30, 2008 A. Basis of Presentation The accompanying Forecast, consisting of Figure 1, "Historical and Projected Statement of Net Revenues of the Systems", Figure 2, "Condensed Forecast of Net Revenues and Debt Service Coverage" and Figure 3, "Forecast of Sources and Uses of Funds", presents calculations of debt service coverage and the financial results of operations on a working capital basis for the five fiscal years ending September 30, 2008 for the City of Ocoee Water & Sewer Utility System (the "System"). The Forecast was prepared based upon data and information provided by City of Ocoee, which owns and operates the System. Accompanying the Forecast are the following supplementary Figures: • Figure 4—Capital Improvements Program • Figure 5 —Significant Forecast Assumptions The Forecast has been prepared by Burton & Associates, in consultation with City of Ocoee Utility Management, based upon assumptions concerning future events and circumstances and management's most likely courses of action during the Forecast Period, and reflects management's best estimate of the financial results of operations during the period FY 2003 —FY 2008. The cover letter of this Forecast, issued by the City's rate consultants, Burton & Associates, Inc. of Jacksonville Beach, Florida, attests to the reasonableness of the Forecast and its underlying assumptions. B. Sijfnificant Assumptions Figure 5, "Significant Forecast Assumptions", summarizes, in tabular format, the most important calculation assumptions underlying the Forecast, other than the capital improvements program discussed in Note 9 and presented in Figure 4, "Capital Improvements Program". The following notes explain the assumptions presented in Figure 5, "Significant Forecast Assumptions", as well as more general assumptions used in the Forecast. City of Ocoee, Florida November 10, 2003 Burton & Associates Page 4 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX 1. Scope of Operations It is assumed that during the Forecast Period the System will continue to provide water and sewer services to its current service area as a utility owned and operated by City of Ocoee under the supervision of the Public Works Director, City Manager and the City Commission, the governing body of City of Ocoee, and that no material changes will occur to reduce significantly the number of customers served or those customers' demand for the System's services. 2. Regulation It is assumed that current and anticipated Federal and State government regulations concerning environmental and other matters affecting operations of the System have been considered by management in the development of the System's operations and maintenance budget and capital improvement program. 3. Revenues from Rates and Other Operating Revenues Based upon projections of additional equivalent residential connections in each year of the Forecast Period provided by management, increases in rate revenue due to growth are expected to average about 2.85% per year for water and 4.35% for sewer based upon management's projection of an additional 300 equivalent residential connections (ERCs) to the water and sewer systems per year. There currently are approximately 10,412 connected water accounts and approximately 6,158 connected sewer accounts. Management has adopted a rate increase of 35%that will be effective on October 1, 2003. In addition, management has adopted annual indexing rate adjustments equal to the greater of the Consumer Price Index or 3%that will become effective on October 1, 2004, and every October 1 thereafter through October 1, 2013. Other System operating revenues included in the Forecast were projected by management for FY 2003 through FY 2008 based upon consideration of historical revenues, current conditions and other relevant factors as appropriate. 4. Water and Sewer Impact Fees Water and sewer impact fee revenues are projected during the forecast period based upon the current impact fees per ERC of $966 for water and $2,865 for sewer. During the forecast period, water impact fee revenues are projected to average $126,000 per year and sewer impact fees are projected to average $372,000 per year. Impact fee revenues may City of Ocoee, Florida November 10, 2003 Burton & Associates Page 5 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX vary due to various factors, including prepayments of impact fees, secondary market sales and usage of impact fee credits purchased in prior years and the level of construction activity. For the purposes of this forecast, the City has assumed an average annual amount of cash collections of$498,000 during the forecast period. This is based upon an assumed 130 equivalent residential connections per year of cash collections of impact fee revenues. To the extent that annual fluctuations cause the actual amount of impact fee revenues in any particular year to be less than the forecast amount, the City has the ability to apply prepaid impact fee monies collected in prior years and on deposit with the City (currently in the amount of$2.1 million)to make up for such deficiencies. S. Grants No grants are assumed during the Forecast Period. 6. Cost of Operations and Maintenance It is projected that the Cost of Operations and Maintenance for FY 2004 through FY 2008 will increase over FY 2003 estimated Cost of Operations and Maintenance by a 3.0% annual inflation rate. During the Forecast Period transfers to the General Fund for administrative expense have been included in Operations and Maintenance costs for the period FY 2004 through FY 2008. For FY 1999 through FY 2003 Operation and Maintenance Expense does not include Administrative Transfers for such services as Accounting, Human Resources, Billing and Collections and Information Technology for years ended September 30, 1999, 2000, 2001 and 2002. These transfers amounted to $293,736, $354,312, $465,467 and $442,076 respectfully. For year ended September 30, 2003 these transfer cost are included as Operation and Maintenance Expense in the amount of$698,539. The increase in the transfers for fiscal year 2003 ($233,785) results from restructuring the Water and Sewer System such that a portion of expenses reported as Operations and Maintenance Expense in previous years has been transferred to the General Fund. All future projections include Administrative Transfers as Operation and Maintenance Expense. 7. Other Budgetary Requirements It is assumed that, after applying system revenues to the payment of the Cost of Operations and Maintenance and debt service, and to the deposit of any amount needed to maintain the required debt service reserve, the balance of system revenues available may be used for any other lawful purpose. Management has determined, and this forecast City of Ocoee,Florida November 10, 2003 Burton & Associates Page 6 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX shows, that the sources of funds projected to be available during the Forecast Period will be sufficient in each year to meet all budgetary requirements, maintain required reserves, and maintain a working capital reserve equal to at least three months of the Cost of Operations and Maintenance. 8. Interest Income Based upon recent historical experience of similar utility systems, it is assumed that an interest rate of 1.5% per annum will be earned on the average balance all funds on hand during each year of the Forecast Period. 9. Capital Improvements Program Capital Expenditures to be funded with proceeds of the Series 2003 Bonds are listed in the Engineer's Report. In addition, it is assumed that during the Forecast Period capital projects expenditures not funded with the Series 2003 Bonds will not exceed the following amounts in each year: Capital Improvements Program not Funded by the Series 2003 Bonds (millions)1 FY FY FY FY FY FY 2003 2004 2005 2006 2007 2008 Total Total $0 $.442 $1.154 $1.032 $1.300 $1.000 $4.928 Details of the Capital Improvements Program which supports the above annual totals are shown in Figure 4 "Capital Improvements Program not Funded with Series 2003 Bond Proceeds". These amounts have been determined by management and the System's consulting engineers to be sufficient to meet the System's requirements during the Forecast Period. Funding of this Capital Improvements Program is discussed in Note 10 and shown in more detail in Figure 3 "Forecast of Sources and Uses of Funds", Page 2 of 2. 10. Financing It is assumed that the City will adopt its plan of finance regarding System projects, which plan provides for the issuance of the Series 2003 Bonds. Under this plan of finance, the A detailed list of the capital projects planned for each year is presented in Figure 4. City of Ocoee, Florida November 10, 2003 Burton & Associates Page 7 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX debt service on the proposed Series 2003 Bonds and the outstanding Water and Sewer System Improvement Revenue Bonds, Series 1997 will be approximately $1,470,000 per year, as is shown in Figure 2 "Condensed Forecast of Net Revenues and Debt Service Coverage". Proceeds of the Series 2003 Bonds will be used to refinance the existing Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993. The Forecast indicates, that if the capital improvements program is implemented as presented in Figure 4, "Capital Improvements Program not Funded with Series 2003 Bond Proceeds", no additional bonds will be required during the forecast period. 11. Debt Service Coverage Under the authorizing Water and Sewer Bond Resolution, the rate covenant and the additional bonds test are shown below and debt service coverage calculations are shown in Figure 2 "Condensed Forecast of Net Revenues and Debt Service Coverage". Rate Covenant Coverage Test— In each Bond Year, the Gross Revenues to be received in such Bond Year shall be at least equal to 100% of the sum of the Cost of Operations and Maintenance plus 100% of the Bond Service Requirement for the Bonds in such Bond Year, plus the payment of annual debt service on Subordinated Obligations, And The sum of the Gross Revenues and the Available Development Charges2 to be received in such Bond Year shall be equal to at least 100% of the Cost of Operations and Maintenance for such Bond Year, and 110% of the Bond Service Requirement for the 2 Available Development Charges shall mean the amount of Development Charges that,in the opinion of the City's Consulting Engineer,are reasonably expected to be received in such Bond Year;provided,however,that the maximum amount of Development Charges that may be included for purposes of this coverage test shall be the Expansion Project Percentage(as defined in the Bond Ordinance)of the Bond Service Requirement in such Bond Year. City of Ocoee,Florida November 10, 2003 Burton & Associates Page 8 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX Bonds in such Bond Year, plus the payment of annual debt service on Subordinated Obligations. Additional Parity Bonds Coverage Test- In each year Historical Adjusted Gross Revenues3 shall be at least equal to 100% of Historical Adjusted Cost of Operation and Maintenance and 100% of the Maximum Bond Service Requirement plus payment of the annual debt service requirements on Subordinated Obligations, And The sum of the Historical Adjusted Gross Revenues and the Historical Adjusted Available Development Charges to be received in such Bond Year shall be equal to at least 100% of the Historical Adjusted Cost of Operations and Maintenance for such Bond Year, and 110% of the Bond Service Requirement for the Bonds in such Bond Year plus payment of the annual debt service requirements on Subordinated Obligations. C. Financial Forecast The Financial Forecast is presented in Figure 1, "Historical and Projected Statement of Net Revenues of the Systems", Figure 2, "Condensed Forecast of Net Revenues and Debt Service Coverage", and Figure 3, "Forecast of Sources and Uses of Funds". Supporting information regarding the capital improvements program is presented in Figure 4, "Capital Improvements Program", and assumptions used in the Forecast are presented in Figure 5, "Significant Forecast Assumptions". 3 Adjusted in accordance with the provisions set forth in the Bond Ordinance City of Ocoee,Florida November 10, 2003 Burton & Associates Page 9 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX D. Conclusion The Forecast presented herein indicates that, based upon the assumptions presented herein, sufficient revenues are projected to be generated by the System to meet the System's operation and maintenance, debt service and capital cost requirements through Fiscal Year 2008. City of Ocoee, Florida November 10, 2003 Burton & Associates Page 10 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX Figure 1 HISTORICAL AND PROJECTED STATEMENT OF NET REVENUES OF THE SYSTEMS FOR YEARS ENDED SEPTEMBER 30,2003-2008 CITY OF OCOEE,FLORIDA Actual- Actual-Audited Unaudited Projected FY 2000 FY 2001 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 Operating Revenue Water Charges(1) $2,359,219 $2,366,720 $2,367,620 $2,560,613 $2,745,000 $2,909,000 $3,080,000 $3,259,000 $3,446,000 Sewer Charges $2,134,475 $2,314,312 $2,335,331 $2,361,001 $3,020,000 $3,249,000 $3,489,000 $3,740,000 $4,003,000 Non-Operating Revenue(2) $656,518 $751,458 $351,645 $277,692 $589,000 $670,000 $757,000 $764,000 $771,000 Gross Revenue $5,150,212 $5,432,490 $5,054,596 $5,199,306 $6,354,000 $6.828,000 $7,326,000 $7,763,000 $8,220,000 Less: Operation and Maintenance Expense (Excluding Depreciation)-(3) $3,202,828 $3,550,449 $3,408,455 $3,336,402 $4,465,000 $4,652,000 $4,852,000 $5,070,000 $5,303,000 Net Revenue Avaliable for Debt Service $1,947,384 $1,882,041 $1,646,141 $1,862,904 $1,889,000 $2,176,000 $2,474,000 $2,693,000 $2,917,000 Inpact Fees used for Annul Debt Service(4) $592,829 $591,216 $547,213 $638,654 $498,000 $498,000 $498,000 $498,000 $498,000 Maximum Annual Debt Service on Bonds(5) $1,349,194 $1,349,194 $1,349,194 $1,349,194 $1,471,000 $1,471,000 $1,471,000 $1,471,000 $1,471,000 Debt Service Coverage Net Revenues Only 1.44 x 1.39 x 1.22 x 1.38 x 1.28 x 1.48 x 1.68 x 1.83 x 1.98 x Debt Service Coverage Net Revenues and Impact Fees 1.88 x 1.83 x 1.63 x 1.85 x 1.62 x 1.82 x 2.02 x 2.17 x 2.32 x (1) Operating Revenues from water charges are shown net of Utility tax. (2) Non-Operating Revenue includes reclaimed water in FY 2002 through FY 2008. Reclaimed water rates were not in force prior to FY 2002. (3) For FY 1999 through FY 2003 Operation and Maintenance Expense does not include Administrative Transfers for such services as Accounting,Human Resources,and Information Technology for years ended September 30,1999,2000,2001 and 2002. These transfers amounted to$293,736,$354,312, $465,467 and$442,076 respectfully. For year ended September 30,2003 these transfer cost are included as Operation and Maintenance Expense in the amount of$698,539.The increase in the transfers for fiscal year 2003($233,785)results from restructuring the Water and Sewer System such that a portion of expenses reported as Operations and Maintenance Expense in previous years has been transferred to the General Fund. All future projections include Administrative Transfers as Operation and Maintenance Expense. (4) Constitutes Water System Development Charges Bond Service Component and Sewer System Development Charges Bond Service Component. (5) For years FY 2000 through FY 2003,consists of the maximum annual debt service on the Parity Bonds;for the years FY 2004 through FY 2008,consists of the aggregate maximum annual debt service on the Parity Bonds and the Series 2003 Bonds. Sources. City of Ocoee Annual Financial Report for the years ended September 30,2000,2001 and 2003 respectively;City of Ocoee budget vs.actual reports for FY 2003;FY 2004 through FY 2008 figures are based upon projections by the City's Rate Consultant,Burton&Associates,Inc. City of Ocoee, Florida November 10, 2003 Burton & Associates Page 11 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX City of Ocoee Figure 2 Water and Wastewater Revenue Sufficiency Analysis Condensed Forecast of Net Revenues and Debt Service Coverage 2004 2005 2006 2007 2008 1 REVENUE FORECAST SUMMARY: 2 WATER RATE REVENUE 3 RATE REVENUE BEFORE CURRENT YEAR RATE INCREASE $1,974,000 $2,745,000 $2,909,000 $3,080,000 $3,259,000 4 RATE REVENUE ADJUSTED FOR PARTIAL YR RATE INCR(WHERE APPLICABLE) 1,974,000 2,745,000 2,909,000 3,080,000 3,259,000 5 GROWTH RATE 2.97% 2.88% 2.80% 2.72% 2.65% 6 RATE REVENUE FROM GROWTH 59,000 79,000 81,000 84,000 86,000 7 RATE INCREASE 35.00% 3.00% 3.00% 3.00% 3.00% 8 PORTION OF YEAR RATE INC EFFECTIVE 100.00% 100.00% 100.00% 100.00% 100.00% 9 RATE REVENUE FROM RATE INCREASE 712,000 85,000 90,000 95,000 101,000 10 TOTAL WATER RATE REVENUE $2,745,000 $2,909,000 $3,080,000 $3,259,000 $3,446,000 11 12 WASTEWATER RATE REVENUE 13 RATE REVENUE BEFORE CURRENT YEAR RATE INCREASE $2,138,000 $3,020,000 $3,249,000 $3,489,000 $3,740,000 14 RATE REVENUE ADJUSTED FOR PARTIAL YR RATE INCR(WHERE APPLICABLE) 2,138,000 3,020,000 3,249,000 3,489,000 3,740,000 15 GROWTH RATE 4.63% 4.42% 4.24% 4.07% 3.91% 16 RATE REVENUE FROM GROWTH 99,000 134,000 138,000 142,000 146,000 17 RATE INCREASE 35.00% 3.00% 3.00% 3.00% 3.00% 18 PORTION OF YEAR RATE INC EFFECTIVE 100.00% 100.00% 100.00% 100.00% 100.00% ' 19 RATE REVENUE FROM RATE INCREASE 783,000 95,000 102,000 109,000 117,000 20 TOTAL WASTEWATER RATE REVENUE $3,020,000 $3,249,000 $3,489,000 $3,740,000 $4,003,000 21 22 TOTAL RATE REVENUE $5,765,000 $6,158,000 $6,569,000 $6,999,000 $7,449,000 23 24 OTHER OPERATING REVENUE 25 OPERATING FUND 509,000 590,000 677,000 684,000 691,000 26 TOTAL OTHER OPERATING REVENUE $509,000 $590,000 $677,000 $684,000 $691,000 27 28 TOTAL OPERATING REVENUE $6,274,000 $6,748,000 $7,246,000 $7,683,000 $8,140,000 29 30 EXPENSES 31 OPERATING EXPENSES 4,465,000 4,652,000 4,852,000 5,070,000 5,303,000 32 NET OPERATING INCOME(LOSS) $1,809,000 $2,096,000 $2,394,000 $2,613,000 $2,837,000 33 34 NON-OPERATING REVENUES(EXPENSES) 35 INTEREST INCOME ON OPERATING FUND 80,000 80,000 80,000 80,000 80,000 36 TOTAL NON-OPERATING REVENUES(EXPENSES) $80,000 $80,000 $80,000 $80,000 $80,000 37 38 TOTAL NET INCOME $1,889,000 $2,176,000 $2,474,000 $2,693,000 $2,917,000 39 40 DEBT SERVICE COVERAGE CALCULATIONS: 41 42 RATE COVENANT TEST-WITHOUT IMPACT FEES 43 TOTAL NET OPERATING INCOME $1,889,000 $2,176,000 $2,474,000 $2,693,000 $2,917,000 44 CURRENT YEAR DEBT SERVICE 1,469,000 1,468,000 1,470,000 1,471,000 1,470,000 45 DEBT SERVICE COVERAGE FOR RATE COVENANT TEST 1.29 1.48 1.68 1.83 1.98 - 46 47 RATE COVENANT TEST-WITH IMPACT FEES 48 TOTAL NET OPERATING INCOME $1,889,000 $2,176,000 $2,474,000 $2,693,000 $2,917,000 49 WATER IMPACT FEES 126,000 126,000 126,000 126,000 126,000 so SEWER IMPACT FEES 372,000 372,000 372,000 372,000 372,000 51 NET REVENUE AVAILABLE FOR DEBT SERVICE $2,381,000 $2,674,000 $2,972,000 $3,191,000 $3,415,000 52 CURRENT YEAR DEBT SERVICE 1,469,000 1,468,000 1,470,000 1,471,000 1,470,000 53 DEBT SERVICE COVERAGE FOR RATE COVENANT TEST 1.62 1.82 2.02 2.17 2.32 54 55 PARITY TEST-WITHOUT IMPACT FEES so TOTAL NET OPERATING INCOME $1,889,000 $2,176,000 $2,474,000 $2,693,000 $2,917,000 57 MAN MUM ANNUAL DEBT SERVICE 1,471,000 1,471,000 1,471,000 1,471,000 1,471,000 58 DEBT SERVICE COVERAGE FOR RATE COVENANT TEST NA NA NA NA NA 59 60 PARITY TEST-WITH IMPACT FEES 61 TOTAL NET OPERATING INCOME $1,889,000 $2,178,000 $2,474,000 $2,693,000 $2,917,000 62 WATER IMPACT FEES 126,000 126,000 126,000 126,000 126,000 63 SEWER IMPACT FEES 372,000 372,000 372,000 372,000 372,000 84 NET REVENUE AVAILABLE FOR DEBT SERVICE $2,387,000 $2,674,000 $2,972,000 $3,191,000 $3,415,000 85 MAXIMUM ANNUAL DEBT SERVICE 1,471,000 1,471,000 1,471,000 1,471,000 1,471,000 86 DEBT SERVICE COVERAGE FOR RATE COVENANT TEST NA NA NA NA NA , SOURCE:BURTON&ASSOCIATES CiDATAIOCCEE1 ASTI9-26-03103OCO22 WK4 City of Ocoee,Florida November 10, 2003 Burton & Associates Page 12 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX City of Ocoee Figure 3 Water and Wastewater Revenue Sufficiency Analysis Page 1 of 2 Forecast of Sources and Uses of Funds 2004 2005 2006 2007 2008 1 CASH FLOW RECONCILIATION: 2 OPERATING FUND 3 BEGINNING BALANCES 5,427,000 5,513,000 5,662,000 5,716,000 5,707,000 4 LESS. ' s RESTRICTED RESERVES (4,396,744) (4,396,744) (4,396,744) (4,396,744) (4,396,744) 6 UNKESI RICItU WORKING CAPITAL RESERVES 1,030,256 1,116,256 1,255,256 1,319,256 1,310,256 7 LESS 5 DISCRETIONARY WORKING CAPITAL RESERVE (1,116,000) (1,163,000) (1,213,000) (1,268,000) (1,326,000) 9 UNRESIRIC!EU RESERVES AVAILABLE(NEI OF DISLREIIUNAKY WUKRING CAPITAL RESERVE) (85,744) (46,744) 02,255 51,256 (15,744) 10 11 NET INCOME 1,889,000 2,176,000 2,474,000 2,693,000 2,917,000 12 ADD 13 TRANSFERS IN 0 0 0 0 0 14 DEBT SERVICE RESERVE PROCEEDS 0 0 0 0 0 1s LESS. 18 DEBT SERVICE (971,000) (915,000) (972,000) (973,000) (972,000) 17 CAPITAL OUTLAY (392,000) (405,000) (419,000) (433,000) (449,000) is TRANSFERS OUT 0 0 0 0 0 is NEI CASH FROM OPERATIONS 526,000 801,000 1,083,000 1,281,000 1,496,000 20 21 UNRESTRICTED RESERVES BEFORE FUNDING OF CAPITAL PROJECTS 440,256 754,256 1,135,256 1,338,256 1,480,256 22 LESS: 23 CAPITAL PROJECTS FUNDED FROM REVENUE FUNDS(THRU FUNDING ANALYSIS) (442,000) (654,000) (1,032,000) (1,300,000) (1,000,000) 24 ENDING BALANCE-UNRESTRICTED RESERVES (1,744) 100,256 103,256 38,256 480,256 25 ADD: 26 DISCRETIONARY WORKING CAPITAL RESERVE 1,116,000 1,163,000 1,213,000 1,268,000 1,326,000 27 ENDING UNRESTRICTED FUND BALANCES 1,114,256 1,263,256 1,316,256 1,306,256 1,806,256 26 ADD 29 RESTRICTED RESERVES 4,396,744 4,396,744 4,396,744 4,396,744 4,396,744 so ENDING BALANCE-OPERATING FUND 5,511,000 5,880,000 5,713,000 5,703,000 6,203,000 31 BOND PROCEEDS FROM 2003 REFI FUND 32 BEGINNING BALANCES 7,102,875 7,209,418 6,813,809 6,916,017 7,019,757 33 LESS: 34 RESTRICTED RESERVES 0 0 0 0 0 35 ENDING UNRESTRICTED BALANCES 7,102,875 7,209,418 6,813,809 6,916,017 7,019,757 3s ADD 37 BOND PROCEEDS FROM 2003 REFI FUND REVENUES 0 0 0 0 0 3s INTEREST ON BOND PROCEEDS FROM 2003 REFI FUND BALANCES 106,543 104,391 102,207 103,740 105,296 a LESS: 40 TOTAL USES OF FUNDS 0 0 0 0 0 41 BOND PROCEEDS FROM 2003 REFI FUND UNRESTRICTED BALANCE BEFORE CAPITAL PROJECT 7,209,418 7,313,809 6,916,017 7,019,757 7,125,053 42 LESS: a CAPITAL PROJECTS FUNDED FROM BOND PROCEEDS FROM 2003 REFI FUND 0 (500,000) 0 0 0 W ENDING UNRESTRICTED BALANCE IN BOND PROCEEDS FROM 2003 REFI FUND FUND 7,209,418 6,813,809 6,916,017 7,019,757 7,125,053 45 ADD' 45 RESTRICTED RESERVES 0 0 0 0 0 47 ENDING BALANCE IN BOND PROCEEDS FROM 2003 REFI FUND FUND 7,209,418 6,813,809 6,916,017 7,019,757 7,125,053 45 WASTEWATER DEV CHARGE FUND 4s BEGINNING BALANCES 0 0 0 0 0 so LESS. 51 RESTRICTED RESERVES 0 0 0 0 0 52 ENDING UNRESTRIC IED BALANCES 0 0 0 0 0 53 ADD: 54 WASTEWATER DEV CHARGE FUND REVENUES 372,000 372,000 372,000 372,000 372,000 55 INTEREST ON WASTEWATER DEV CHARGE FUND BALANCES 0 0 0 0 0 55 WASTEWATER DEV CHARGE FUND UNRESTRICTED BALANCE BEFORE CAPITAL PROJECTS 372,000 372,000 372,000 372,000 372,000 57 LESS: 58 DEBT SERVICE FUNDED WITH WASTEWATER DEVELOPMENT CHARGE REVENUE (372.000) (372.000) (372,000) (372,000) (372,000) 56 CAPITAL PROJECTS FUNDED FROM WASTEWATER DEV CHARGE FUND 0 0 0 0 0 so ENDING UNRESTRICTED BALANCE IN WASTEWATER DEV CHARGE FUND FUND 0 0 0 0 0 81 ADD: 62 RESTRICTED RESERVES 0 0 0 0 0 63 ENDING BALANCE IN WASTEWATER DEV CHARGE FUND FUND 0 0 0 0 0 84 WATER DEV CHARGE FUND 55 BEGINNING BALANCES 0 0 0 0 0 aS LESS 67 RESTRICTED RESERVES 0 0 0 0 0 a5 ENDING UNRESTRICTED BALANCES 0 0 0 0 0 Se ADD. 70 WATER DEV CHARGE FUND REVENUES 126,000 126,000 126,000 126,000 126,000 71 INTEREST ON WATER DEV CHARGE FUND BALANCES 0 0 0 0 0 72 WAIOR DEV CHARGE FUND UNKESIRIC IED BALANCE 1151-012E CAVI IAL YHOJIL.lS 126,000 126,000 126,000 126,000 126,000 73 LESS. 74 DEBT SERVICE FUNDED WITH WATER DEVELOPMENT CHARGE REVENUE (126,000) (126,000) (126,000) (126,000) (126,000) is CAPITAL PROJECTS FUNDED FROM WATER DEV CHARGE FUND 0 0 0 0 0 78 ENDING UNHESIHIC ILU BALANCE IN BONO PROCEEDS FROM 2003 REFI FUND FUND 0 0 0 0 0 77 ADD. 75 RESTRICTED RESERVES 0 0 0 0 0 7s ENDING BALANCE IN WATER DEV CHARGE FUND FUND 0 0 0 0 0 SOURCE:BURTON&ASSOCIATES CADATA'OCOEELASTW3503630CO22 WK4 City of Ocoee,Florida November 10, 2003 Burton & Associates Page 13 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX Figure 3 City of Ocoee Page 2 of 2 Water and Wastewater Revenue Sufficiency Analysis Forecast of Sources end Uses of Funds Summary Table of Capital Improvements Program Sources and Uses 2004 2005 2006 2007 2008 2 Total Capital Projects $442,000 $1,154,000 $1,032,000 $1,300,000 $1,000,000 3 Less:Projects Funded with Operating Fund Revenue (442,000) (854,000) (1,032,000) (1,300,000) (1,000,000) 4 Less:Projects Funded with Proceeds From 2003 Refinancing 0 (500,000) 0 0 0 s Less:Projects Funded with Water Dev elopement Fees 0 0 0 0 0 s Less:Projects Funded with Sevsr Dev elopement Fees 0 0 0 0 0 7 Projects Projected to Be Funded valh Additional Revenue Bond Issue(s)in Future Years $0 50 50 50 50 SOURCE:BURTON&ASSOCIATES CADATMOCOEE\LASTi42603'O30CO22 WK4 City of Ocoee,Florida November 10, 2003 Burton & Associates Page 14 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX City of Ocoee Figure 4 Water amd Wastewater Revenue Sufficiency Analysis Capital Improvements Program not Funded v ith Series 2003 Bonds WATER PROJECTS PROJECT NAME 2004 2005 2006 2007 2008 TOTAL PUMP AT SOUTH WTP - $100,000 - -- - $100,000 PUMP AT EXPANSION AT FOREST OAKS WTP - $100,000 - - - $100,000 INSTALL NEW WATER MAINS-PHASE 1A - -- - $750,000 - $750,000 PRELACE SODIUM HYPOCHLORITE GEN ANODES AT SOUTH WTP $50,000 -- - - - $50,000 REPLACE SODIUM HYPOCHLORITE GEN ANODES AT FOREST OAKS WTP - - - $50,000 - $50,000 OFFICE ADDITION AT SOUTH WTP -- $50,CCO - - - $50,000 PAINT GST AND OPERATIONS BLDG-SOUTH WTP - -- $20,000 - - $20,000 PAINT GST AND OPERATIONS BLDG-FOREST OAKS WTP $20,000 - - - - $20,000 REPLACE ROOF-OPERATIONS BLDG-SOUTH WTP -- - $12,000 -- - $12,000 RECOAT IMPERMEABLE COATING ON CHEM.CONTAINMT AREA-FO WTP $12,000 -- - -- - $12,000 RECOAT IMPERMEABLE COATING ON CHEM.CONTAINMT AREA-SOUTH WTP $10,000 -- - -- - $10,000 INSTALL SAFETY LADDER ON SALT AND BRINE TANKS-FO WTP - $23,000 - -- - $23,000 INSTALL SAFETY LADDER ON SALT AND BRINE TANKS-SOUTH WTP -- $23,000 - -- - $23,000 ENCLOSE CHLORINE GEN BLDG-SOUTH WTP -- $8,000 - - - $8,000 IUTAL WAItH PRUJECIS 592,060 $304,000 $32,000 $800,000 - $1,228,000 WASTEWATER PROJECTS PROJECT NAME 2004 2005 2006 2007 2008 TOTAL REROUTE PIONEER KEY II SEWER TO NEW LIFT STATION 22 5250,000 - - - - $250,000 MAGUIRE RD TO CLARK RD-RECLAIMED LINE $100,000 $250,000 $150,000 - $500,000 $1,000,000 CONVERT TO HYPO GEN DISINFECTION SYSTEM -- $500,000 - -- - $500,000 ARIAL PHOTO-GPS BASED GIS MAPPING -- $100,000 - -- - $100,000 ADDL CAP PER DAVE WHEELER - - $850,000 $500,000 $500,000 $1,850,000 IUTAL WASII_WATEH NHUJtCIS $350,000 $850,000 $1,000,000 $500,000 $1,000,000 $3,700,000 TOTAL CIP-WATER AND WASTEWATER $442,000 $1,154,000 $1,032,000 $1,300,000 $1,000,000 $4,928,000 SOURCE:BURTON&ASSOCIATES CiDATA\OCOEEILASTW-2603\0300022 WK4 City of Ocoee, Florida November 10, 2003 Burton & Associates Page 15 City of Ocoee, Florida Water & Sewer System Refunding and Improvement Revenue Bonds, Series 2003 APPENDIX City of Ocoee Figure 5 Water and Sewer System Significant Forecast Assumptions 2 Assumption 2004 2005 2006 2007 2008 3 Annual Growth in Customer Base/Revenue-Water 2.97% 2.88% 2.80% 2.72% 2.65% 4 Annual Growth in Customer Base/Revenue-Sewer 4.63% 4.42% 4.24% 4.07% 3.91% 5 Annual Interest Earnings Rate on all Invested Funds 1.50% 1.50% 1.50% 1.50% 1.50% g Working Capital Reserve(Expressed as Months of O&M) 3 3 3 3 3 7 Annual Cost Escalation Factor 3.74% 3.72% 3.70% 3.68% 3.66% 8 Debt Service Coverage Requirements on Projected FY 2003 Revenue Bond 9 Net Income Only 1.00 1.00 1.00 1.00 1.00 to Net Income Plus Water and Sewer Development Charges 1.10 1.10 1.10 1.10 1.10 Source:Burton&Associates C:\DATA\123\GLYNNC-1\FINAL\GCFAMS48.WK4 City of Ocoee, Florida November 10, 2003 Burton & Associates Page 16 Engineering Report for . . .. .. City o f Ocoee , „„ 2003 Water and Sewer Revenue Bond ce1tex of Good L ez ^r' _,,di I 'lin NSF.kiII7l.A ffl Li • „ i • City ee Florof Oco , PPh/fe,S/OIhfl/ffluIflfleI'Ii/t'eflhlSIIIhhuhS, lnc. CITY OF OCOEE WATER AND SEWER REFUNDING AND IMPROVEMENTS REVENUE BONDS -2003 SERIES TABLE OF CONTENTS PAGE SECTION TITLE NO. 1 INTRODUCTION 1 1.1 Purpose and Scope 1 1.2 Background 1 1.3 Authorization 4 2 DESCRIPTION OF EXISTING AND FUTURE UTILITY SYSTEM 5 2.1 Service Area Description 5 2.2 Description of Existing Water System 7 2.2.1 Jamela Water Treatment Plant 8 2.2.2 Forest Oaks Water Treatment Plant 9 2.2.3 South Water Treatment Plant 10 2.3 Potable Water Distribution System 13 2.4 Existing Wastewater Facilities 15 2,5 Existing Wastewater Transmission Facilities 15 2.6 Existing Reuse Water Facilities and Transmission System 17 2.7 Future Wastewater Facilities 20 2.8 Future Expansions and Upgrades 22 2.9 Wastewater System Growth Restrictions 22 2.10 Future Wastewater Transmission Facilities 23 2.11 Future Reuse Facilities and Transmission System 23 2.12 Future Water Facilities 25 3 WATER AND SEWER FLOW PROJECTIONS 27 3.1 Overview 27 3.2 Future Water Flow Projections 28 3.3 Future Sewer Flow Projections 30 4 RATES AND CHARGES 31 4.1 Overview 31 4.2 Capital Fee (Impact Fee) Charges 31 4.3 Water, Sewer and Reuse User Charges 32 4.4 Comparison of Water and Sewer Service Charges with Other 36 Communities 4.5 Summary of System Charge Schedules 36 5 FINANCIAL PROJECTIONS 38 5.1 Overview 38 K:1 .\2003WATERBONDREPORT\TOC TOC-i OE-380/1.0(10116/03) CITY OF OCOEE WATER AND SEWER REFUNDING AND IMPROVEMENTS REVENUE BONDS -2003 SERIES TABLE OF CONTENTS (CONT'D) 6 ORGANIZATIONAL STRUCTURE AND REGULATORY 39 COMPLIANCE 6.1 Organizational Structure 39 6.2 Regulatory Agency Compliance 41 T CAPITAL IMPROVEMENT PROGRAM -THE PROJECT 44 7.1 Background 44 7.2 Wastewater Capital Improvements 45 7.3 Water Projects 46 7.4 Distribution/Collection/Transmission System Improvements 47 7.5 The Project 48 8 CONCLUSIONS 49 8.1 Findings of Fact 49 K:1.. 12003WATERBONDREPORT\TOC TOC-ii OE-380/1.0(10/16/03) CITY OF OCOEE WATER AND SEWER REFUNDING AND IMPROVEMENTS REVENUE BONDS -2003 SERIES TABLE OF CONTENTS (CONT'D) LIST OF TABLES TABLE PAGE NO. NO. 2-1 Water Treatment Plant Summary 11 2-2 Monthly Water Production 12 2-3 Wastewater Treatment Plant Flow Data 16 2-4 Wastewater Flow Projection 21 3-1 Water Flow Demand 29 3-2 Future Wastewater Flows 30 4-1 City of Ocoee, Rate Structure 33 4-2 Comparative Water and Sewer Service Charges of 10,000 Gallons 37 LIST OF FIGURES FIGURE PAGE NO. NO. 2.1 Water and Wastewater Treatment Plant Location Map 6 2.2 Water Distribution System Map 14 2.3 Wastewater System Map 18 2.4 Existing Reuse System Map 19 2.5 Future Reuse System Map 24 K:1 12003WATERBONDREPORTITOC TOC-iii OE-380/1 0(10/16/03) SECTION 1 INTRODUCTION 1.1 Purpose and Scope The purpose of this report is to provide pertinent information concerning the issuance of the Water and Sewer Refunding and Improvement Revenue Bonds, Series 2003 by the City of Ocoee. This Engineer's Report is intended to provide a description of the City's existing water, sewer and reuse system, provide a financial review of the water, sewer and reuse system revenues and expenses, describe future water, sewer and reuse capital infrastructure needs and describe proposed capital water, sewer and reuse improvements to ensure dependable water, sewer and reuse service for future years. The Water and Sewer Refunding and Improvement Revenue Bonds Series 2003 are being issued to finance the construction of Water and Wastewater System Capital Improvements and Reuse Water System Improvements including expansion of the City's wastewater effluent disposal system. The water, wastewater and reuse capital projects to be financed from the Water and Sewer Refunding and Improvement Revenue Bonds Series 2003 are hereinafter referred to as "The Project". The proposed water, wastewater and reuse capital improvements are necessary to meet regulatory permit criteria and provide dependable, cost effective water, sewer and reuse service for future years. 1.2 Background The City of Ocoee, Florida, is a municipal corporation created under the laws of Florida. The City of Ocoee is located in western Orange County, Florida, and is approximately 10 miles west K:1 \2003WATERBONDREPORT\SECTION 1 1 OE-380/1 0(10/16/03) of the City of Orlando. The City of Ocoee was incorporated in 1925 and is located in the Metropolitan Orlando urban area. The City of Ocoee operates under the City Manager-City Commission form of government. The City of Ocoee is the second largest city in land area in Orange County and one of the fastest growing (4.7% annual population increase) cities of the thirteen cities in Orange County according to the City's Planning Department. The City of Ocoee has a land area of approximately 20.5 square miles and a population of 27,000 within the utility service area (water and sewer) as of March 2003. It is the City's adopted policy to provide utility service to the incorporated area and the City does not provide utility service to unincorporated Orange County. The utility service area (water and sewer) is 14.8 square miles. The reuse service area is the city's incorporation boundary (20.5 square miles) The average annual household income as estimated by the West Orange Chamber of Commerce is $37,500 and the median age of an Ocoee resident is 37 years old. The City of Ocoee has experienced a tremendous growth rate and continues to receive a mixture of new residential and commercial developments. With the completion of the West Oaks Regional Mall and the nearby commercial development, growth along the S.R. 50 corridor located in the southern section of the City has escalated. The City is located in a unique growth area due to the transportation system alignment for this region of Central Florida. State Roads 50, 429, and 438 are major arterial/collector roads with direct and easy access to the City of Ocoee. The City is ideally located at the junction of the East-West Expressway (408), Western Beltway(429)and the Florida Turnpike. Other factors influencing the City of Ocoee's growth rate is its proximity to the Orlando Metropolitan area, Walt Disney World, MGM Studios and Universal Studios. The City's and K:\ 12003WATERBONDREPORT\SECTION 1 2 OE-3130/1 0(10/16/03) surrounding area's unique transportation location brings Ocoee within fifteen minutes of downtown Orlando and the Disney area The City of Ocoee presently owns and operates a water supply, treatment and distribution system which provides potable water to the City's water service area. The City's water service area is approximately 14,8 square miles and currently serves 10,412 water accounts. The City's 2002 annual average daily water demand is 4 million gallons per day(MGD). The City of Ocoee presently owns and operates a wastewater treatment, collection and effluent disposal system which provides wastewater treatment and disposal service to the City's wastewater service area The City's wastewater service area, being identical to the water service area, is approximately 14.8 square miles and currently (September, 2003) serves 6,158 sewer accounts. The City owns and operates one wastewater treatment facility located on A.D. Mims Road. The wastewater treatment facility has a treatment capacity of 3 MGD and currently receives an average daily wastewater flow of 1.525 MGD and a maximum daily wastewater flow of 1.76 MGD. The City of Ocoee and Orange County have adopted a Water and Wastewater Territorial Agreement. The City of Ocoee and Orange County have adopted a Joint Planning Area Agreement (January, 1994) to facilitate future planning boundaries and consistent land use designations. The City of Ocoee owns approximately 240 acres of land for effluent disposal and has leased the property to Forest Lake Golf Club, Ltd. for joint use as a public golf course. Per the issuance of the recent Florida Department of Environmental Protection (FDEP) Domestic Wastewater permit renewal on September 11, 2002 (Permit Number FLA 010815), the City has an effluent disposal capacity of 0.25 MGD at the Forest Lakes Golf Course. By the same FDEP permit, the City's effluent capacities also include 0 25 MGD at the City of Winter K:\ 12003WATERBONDREPORTISECTION I 3 OE-380/1 0(10/16/03) Garden percolation ponds, 0 35 MGD at the wastewater treatment plant's on-site percolation pond and 0 752 MGD for the City's reuse system The total permitted effluent disposal capacity is 1.602 MGD.. The permitted effluent disposal capacity will be increased by the expansion of the reuse system as defined in the Project. 1.3 Authorization In February 2003, Professional Engineering Consultants, Inc. (PEC) received authorization from the City Manager under the Continuing Engineering Contract dated August 1984 to prepare this Engineering Report in support of the issuance of the Water and Sewer Refunding and Improvement Revenue Bonds Series 2003. K:1. 12003WATERBONDREPORTISECTION 1 4 OE-38011.0(10/16/03) SECTION 2 DESCRIPTION OF EXISTING AND FUTURE UTILITY SYSTEM 2.1 Service Area Description The City's water and sewer service area is approximately 15 square miles and the reuse service area is 20.5 square miles. The City's service area is generally bounded on the west by the City of Winter Garden and Lake Apopka, Ocoee-Clarcona Apopka Road to the north, Apopka- Vineland Road to the east and Old Winter Garden Road and Moore Road to the south. The City's service area has been contractually defined by the Ocoee/Orange County Water and Wastewater Territorial Agreement. The City's reuse service area is the City limits and the City may service areas outside the City limits subject to agreement by Orange County. No competing water, sewer, or reuse service is available within the City's service area. The City's water, sewer and reuse area boundaries as well as the treatment plant locations are depicted in Figure 2.1. The City's existing land uses within the water and sewer service area are approximately 25 percent residential, 15 percent commercial, 5 percent public facilities, 15 percent conservation (including water bodies). Approximately 40 percent of the area within the water and sewer service area is undeveloped but designated as future residential and commercial land use. Projected future land use designation, based on the City's adopted and compliant Comprehensive Plan, indicates intense commercial and industrial growth in the southern service area along S.R. 50. Commercial growth is also expected along S.R. 438 (Silver Star Road). Additional residential and commercial growth is anticipated along the recently widened Maguire Road corridor and along the Winter Garden/Professional Parkway Road corridor which is K:1 12003WATERBONDREPORTISECTION 2 5 OE-380/1.0(10/16/03) . ..r1., II .1 ;:" . II P .— .-- j i ..,_ I 1 1_, 1!1 , 11 I 11 i 1._.I URI • '. .. • " .../;,:z. ' ./-1r,i,„'•ilu 1 i ,I I ii,,,v, ,• -• II —' • ,= , • .,...., , • • 7 1 -1—(11?11)1 I 17:21 1 , ' .. . •)•1 1 ..0,.... •I 1.I•1'II /HI SEViCE 1 .. ' I ,, , 'I-1 I[ I , /11 _ I ,_ •,,. ''''11. I I •• SCALE 1" --= 41)00* • __. H 1-1 ; "-' • 1..4 o„';'', , , I h , . • .-.- '"•• ifir..! • • II e--.rrn• . II I . . 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Based on a review of recent aerials it is estimated that 60 percent of the City's water and sewer service area is developed. The City's water and sewer new service connections have grown at an average rate of approximately 400 new connections per year since 1988. 2.2 Description of Existing Water System The City owns and operates three (3)water treatment facilities within its service area as shown in Figure 2.1. The City's three water distribution systems are interconnected and serve as a single distribution system. Brief descriptions of the existing water treatment plants (WTP) are as follows: 1. The Jamela WTP, located at Wurst Road in the north portion of the service area, is the City's oldest water treatment plant in service and provides water service to the northern portion of the City's service area. 2. The Forest.Oaks WTP, located along Hackney-Prairie Road in the northeast portion of the service area, provides water service to the City's northern service area. 3. The South WTP, located east of Maguire Road and south of the Florida Turnpike in the southern portion of the City's service area, is the City's largest water plant.. The plant provides water service to the commercial area along S.R. 50 and the southern service area. K:1 12003WATERBONDREPORTISECTION 2 7 OE-380/1.0(10/16/03) The City obtains raw water from a series of deep wells located at the three (3) water treatment plants The potable water wells withdraw from the Floridan Aquifer. The following is a technical summary of the City-owned water treatment plants.. 2.2.1 Jamela Water Treatment Plant Raw water is supplied to the Jamela Plant from one (1)deep well which penetrates the Floridan Aquifer The well is equipped with a 100 hp motor and has a 24-inch diameter casing and a pumping capacity of 2,000 gpm. Raw water pumped from the well is discharged to a 2,500 gpm cascade tray type aerator located on top of the ground storage tank. Treated water is pumped from the ground storage tank by two high service pumps and discharged to the distribution system. The two high service pumps are rated at 1,000 gpm each. The total finished water storage capacity is 1,000,000 gallons of which 500,000 gallons is provided by an obsolete elevated storage tank and 500,000 gallons provided by a ground storage tank. The elevated steel storage tank is connected to the distribution system downstream of the high service pumps. A 250 kilowatt standby engine generator provides emergency power, and is capable of operating the 2,000 gpm well and a high service pump. Due to obsolescence and the deteriorated condition of the Jamela WTP, the City has decided to improve the plant by replacing the existing high service pumping facilities, electrical service, rehabilitating the existing ground storage tank and upgrade the disinfection system.. It is also the intent to remove the obsolete elevated storage tank.. The estimated cost of improving the Jamela WTP is $660,000 and shall be funded from the Renewal and Replacement Account K:\ 12003WATERBONDREPORTISECTION 2 8 OE-380/1.0(10/16/03) (R&R Fund). The upgraded Jamela WTP will continue to operate as a major component of the City water treatment system. 2.2.2 Forest Oaks Water Treatment Plant The Forest Oaks WTP was constructed and sold to the City as part of a Developers Agreement in 1986 Raw water is supplied by three deep wells, which withdraw from the Floridan aquifer. Well No 1 has a capacity of approximately 800 gpm with a 10-inch diameter casing and Well No. 2 has a 16-inch diameter casing with a capacity of 1,150 gpm. A third potable well delivers approximately 3,500 gpm for a total system well capacity of 5,450 gpm. Raw water is pumped from the wells and discharged into a 3,500 gpm cascade type aerator located on top of a 400,000 gallon concrete ground storage tank. In addition to the 400,000 gallon storage capacity, a 640,000 gallon ground storage tank is also located at the Forest Oaks WTP. Total storage capacity at the Forest Oaks WTP is 1.04 MG. Treated water is pumped from the ground storage tank by four (4) high service pumps and discharged to the distribution system. The high service pumps are rated at various pumping capacities: 400 gpm, 800 gpm, 1,500 gpm and 1,600 gpm resulting in a total pumping capacity of 4,300 gpm. The Forest Oaks WTP was expanded and upgraded with proceeds from the Series 1997 Water and Sewer Revenue Bonds and is a modern water facility and in excellent condition. The Forest Oaks WTP shall continue to operate as a major component of the City's water treatment and distribution system K:1 \2003WATERBONDREPORT\SECTION 2 9 OE-380/1 0(10/16/03) 22.3 South Water Treatment Plant The initial phase of the South Plant was constructed in 1992 and draws raw water from two (2) deep wells which penetrate the lower Floridan Aquifer. Well No, 1 has a 24-inch diameter casing, a casing depth of 800 feet, a total depth of 1,450 feet and is equipped with a 125 horsepower vertical turbine low service pump rated at 3,000 gpm. A second well, which also has a 24-inch diameter casing, delivers 3,500 gpm of raw water and is equipped with a 150 hp pump The South WTP has a total storage capacity of 1 34 million gallons due to two (2) 670,000 gallon storage tanks located onsite. Treated water is pumped from the ground storage tanks by five (5) high service pumps and discharged to the distribution system. One of the five high service pumps is rated at 350 gpm, two are rated at 1,000 gpm, the fourth pump is rated at 1,500 gpm and the fifth pump is rated at 2,500 gpm resulting in a total pumping capacity of 6,350 gpm. The South WTP was expanded with proceeds from the Series 1997 Water and Sewer Revenue Bonds. The expanded South WTP is modern and in excellent condition.. The South WTP shall continue to operate as a major component of the City's water treatment and distribution system A summary of the presented data for each of the three water treatment plants is presented in Table 2-1. Table 2-2 depicts the monthly water production for the City's three (3) water treatment plants for the years 2000, 2001 and 2002. The water production quantities exceed the limits defined by the St Johns River Water Management District (SJRWMD) Consumptive Use Permit (CUP). Although annual ground water withdrawal amounts have declined by 39 percent between the K:1. 12003WATERBONDREPORTISECTION 2 10 0E-380/1.0(10/16/03) o co o ECIci E ID E ' 2 0 ' � k S00 ci 2 � coo / nC1 QC4 7 dd k E t Ee90 EE . % L. o 0 c E S - o o 2 \ | K R9 000 - n \ Rm - § inn U (D ® � & — / �� � � ~ ~ s- N a- E — c-) 7 c 2 To To � CO CO � ■ \ 7RRE } § • � § � R kR @ _ - � k � RR , Soo . 000S ' 2 � � o � @c © ot- too � ad - oon ( - � w- ocm ■ Omwa © � o � . # - � - . 0, NIk 0 O k ■ a' »U . 7 2 @ ro - - q . $ © 3 — Et 1:5 c 2 v- " E o E 2 w2mf ] ■ 4 k r ' % 2 � CC L. CD 1_ 0. E e . g E $ & . $ Ea 1111 R Q. O. k � � k © k - 2 �\ � k 0 SS §2w : 220 : co 00 k � ~ CO CD - - c A 9 W ..o • W E �0 CU \ ~ \ % 0 4.4 tD e o > CC 7 # E « g ; 2 M a § E ° A $ * § O _ e ° ° m e • \ 2 . § ei w 5 • la 0 - o (13 � � \ % 6 CO \ 0 • 2 : ( \ ( Q e• c ( ( § \ E q § @ ( ( \ E \ \ E TD 0 kE 0- '- J ^ E O ± Ca $ '- E k $ T6 0 Cl) a 2 f G W co I- co e @ R _ ; Table 2-2 City of Ocoee Water and Sewer System Refunding and Improvement Revenue Bonds -Series 2003 Monthly Water Production No. of Total Monthly Flow(Million Gallons) Days Jamela Forest Oaks ' South Total Month Per Month Water Plant Water Plant Water Plant Flow Jan-00 31 7.787 75.758 64.822 148.367 Feb-00 29 15.657 72.141 62.73 150.528 Mar-00 31 26.447 82.751 93.272 202.470 A•r-00 30 25.57 70.711 110.766 207.047 May-00 31 39.651 92.351 141.022 273.024 Jun-00 30 28.785 83.314 122.906 235.005 Jul-00 31 17.616 72.978 100.357 190.951 Au.-00 31 14.004 71.833 93.512 179.349 Sep-00 30 9.408 63.188 80.06 152.656 Oct-00 31 18 76.353 106.703 201.056 Nov-00 30 18.384 70.998 104.895 194.277 Dec-00 31 17.052 72.541 83.761 173.354 Avera•e 19.863 75.410 97.067 192.340 Jan-01 31 16.812 67.458 76.667 160.937 Feb-01 28 _ 13.584 62.250 61.864 137.698 Mar-01 31 11.684 62.794 74.155 148.633 Air-01 30 19.724 72.321 86.141 178.186 Ma -01 31 28.192 80.572 100.800 209.564 Jun-01 30 20.136 64.074 78.880 163.090 Jul-01 31 30.672 60.460 76.378 167.510 Aug-01 31 16.584 69.713 68.694 154.991 Se.-01 30 14.062 63.247 61.877 139.186 Oct-01 31 29.316 69.161 75.361 173.838 Nov-01 30 17.940 67.326 76.645 161.911 Dec-01 31 21.732 71.285 81.758 174.775 Avera•e 20.037 67.555 76.602 164.193 Jan-02 31 19.416 65.946 67.139 152.501 Feb-02 28 8.616 55.729 71.639 135.984 Mar-02 31 13.128 74.102 88.132 175.362 A•r-02 30 21.961 76.955 95.597 194.513 May-02 31 26.928 89.626 106.957 223.511 Jun-02 30 12.304 71.501 57.083 140.888 Jul-02 31 8.412 68.784 53.511 130.707 Au•-02 31 10.836 70.359 57.165 138.360 Sep-02 _ 30 9.672 75.182 - 51.711 136.565 Oct-02 31 9.288 _ 90.699 67.693 167.680 Nov-02 30 10.876 65.264 70.815 146.955 Dec-02 31 8.628 62.93154.541 126.100 Average 13.339 72.257 - 70.165 155.761 K\ENV100CUMENT10E10E-38012003 Bond Report Tabres 12 (10116103) year 2000 and 2001 and by 19 percent between the year 2001 and 2002, the City remains out of compliance concerning the total withdrawal of potable groundwater. 2.3 Potable Water Distribution System The Ocoee water distribution system is a network of water mains that presently provides service to the majority of the City's water service area. The City's water distribution system was substantially expanded with proceeds from the series 1997 Water and Sewer Revenue Bonds. The water distribution system serves approximately 10,412 water accounts. Figure 2.2 depicts the City's water distribution system. The existing water main distribution system consists of a series of 16-inch, 12-inch, and to a lesser extent, 8-inch and 6-inch pipes, that are comprised of either ductile iron, cast iron, or PVC pipe. A cost-effective distribution network has been planned and installed utilizing 12-inch and 16-inch diameter transmission mains as the desired size for future mains within the primary distribution system from both a cost and a hydraulics consideration. K:1 12003WATERBONDREPORT\SECT1ON 2 13 OE-380/1 0(10/16/03) { 1 " /n('r ii ✓r I J - I/ L'(?(ir L:Nh(:41Y1 I D�' :,I'I I.1 f_ Aoo'6 • - ' .:. 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I!Ils'1{Ill!IIII'.'. 1 h" WATER MAIN 1 I',!). .—. „ - 1 'Nf ® hp,„n.Ir,`..r.il'ilil'i:: l I r I 'is I i. ..1 IJ) III I• ` `=; I,,,,I,. :, _L I I I I I 6 WATER MAIN - ll7 • • :. I ii�llll !TE \.} 1 III :. 11 1 1 I n1. 8,. WATER MAIN i„ :: !VIII!: :''''1.'i , �IiI;• '..I 11+L1 ;:. 1 I':® '1'(= ', ..: I II. L. II .1 I - 10” WATER MAIN 1 •I -•rlrn, J I , i'; i IIRII!i -- "'y',\ -., ,,,,� ii,. Iipi_ic,j' ii"I I 12' WATER MAIN v, I II �:�'��;II III j __ 1 11. .!',I 'Ili:i -'ti_iI I ,'in 1 I'III �I 16` WATER MAIN ' I ',- 1 r : -....,..,,,.;$.,,I,'b I 1 I I I i_,- !-I!1'( III 11.I-i1•I"•--11 " I I I I I Il SERVICE AREA �` i CITY OF OCOEE, FLORIDA PECWATER DISTRIBUTION SYSTEM MAP FIGURE 2.2 • 2.4 Existing Wastewater Facilities The City of Ocoee currently operates one (1) wastewater treatment facility (WWTF) located north of A.D. Mims Road as shown in Figure 2.1. The WWTF has a permitted treatment capacity of 3.0 MGD annual average daily flow (AADF) and operates under DEP Permit No. FLA 010815 which was recently renewed and issued on September 11, 2002 and is valid through August 30, 2007. Flow data for the facility is presented in Table 2-3. This facility is characterized as a conventional activated sludge wastewater treatment facility consisting of a dual oxidation ditch utilizing the Kruger Treatment Process (biodenitrofication) that results in substantial reduction of operation and maintenance expenses; mechanical screening; grit removal system; secondary clarification; tertiary sand filters; chemical feed facilities; and high- level disinfection facilities to achieve the public-access treatment level and monitoring required by FDEP for reuse quality effluent. Should the reuse quality effluent not be achieved, reject water is automatically diverted to flow to the on-site percolation ponds by electronic chlorine and turbidity sensors and pump motor controls. Residuals (solids) undergo aerobic digestion followed by a dewatering process via dewatering belt filter presses. The residuals are then transported to a Residuals Management Facility for further stabilization and disposal. 2.5 Existing Wastewater Transmission Facilities The City's wastewater collection system serves approximately 6,158 wastewater accounts. K:1 12003WATERBONDREPORTISECTION 2 15 0E-380/1.0(10/16/03) Table 2-3 City of Ocoee Water and Sewer System Refunding and Improvement Revenue Bonds - Series 2003 Wastewater Treatment Plant Flow Data No.of Days Flow Data in MGD Month Per Month AADF ( Max Pay ( Min Day Max/AADF Min/AADF Jan-00 31 1.274 1.465 1.155 1.150 0.907 Feb-00 29 1.319 1.578 1.227 1.196 0.930 Mar-00 31 1.332 1.679 1.139 1.261 0.855 A•r-00 30 1.349 1.762 1.143 1.306 0.847 Ma -00 31 1.327 1.58 1.121 1.191 0.845 Jun-00 30 1.349 1.582 1.082 1.173 0.802 Jul-00 31 1.460 2.279 0.974 1.561 0.667 Aug-00 31 1.410 1.88 0.897 1.333 0.636 Sep-00 30 1.399 1.832 1.046 1.310 0.748 Oct-00 31 1.421 1.844 1.229 1.298 0.865 Nov-00 30 1.434 1.696 1.312 1.183 0.915 Dec-00 31 1.406 1.534 1.024 1.091 0.728 Avera•e 1.373 1.726 1.112 1.254 0.812 Jan-01 31 1.483 1.971 1.324 1.329 0.893 Feb-01 28 1.373 1.546 0.093 1.126 0.068 Mar-01 31 1.446 1.652 1.312 1.142 0.907 Apr-01 30 1.363 1.635 1.145 1.200 0.840 Ma -01 31 1.467 1.732 1.264 1.181 0.862 Jun-01 30 1.596 1.833 1.316 1.148 0.825 Jul-01 31 1.540 1.840 1.094 1.195 0.710 Aug-01 31 1.531 1.722 1.301 1.125 0.850 Sep-01 30 1.544 1.813 1.394 1.174 0.903 Oct-01 31 1.523 1.661 1.354 1.091 0.889 Nov-01 30 1.551 2.242 1.055 1.446 0.680 Dec-01 31 _ 1.511 1.826 0.617 1.208 0.408 Average 1.494 1.789 1.106 1.197 0.736 Jan-02 31 1.499 1.790 1.270 1.194 0.847 Feb-02 28 1.455 1.712 1.250 1.177 0.859 Mar-02 31 1.443 1.702 1.140 1.179 0.790 A•r-02 30 1.419 1.512 1.290 1.066 0.909 May-02 31 1.374 1.485 1.263 1.081 0.919 Jun-02 30 1.466 1.724 1.282 1.176 0.874 Jul-02 31 1.599 1.786 1.434 1.117 0.897 Au•-02 31 1.636 1.789 1.513 1.094 0.925 Se•-02 30 1.579 1.765 1.407 1.118 0.891 Oct-02 31 1.566 1.863 1.406 1.190 0.898 Nov-02 30 1.576 1.875 1.364 1.190 0.865 Dec-02 31 1.682 2.080 1.408 1.237 0.837 Average 1.525 1.757 1.336 1.151 0.876 K:\ENV\DOCUMENT\OE\OE-38012003 Bond Report Tables 16 (10116103) The City's wastewater collection system, shown in Figure 2.3, utilizes a combination of gravity and force main systems to collect and transport wastewater to the wastewater treatment facility The gravity system is comprised of PVC pipe ranging from 6 to 15 inches in diameter. The force main system is constructed of PVC and ductile iron pipe and varies in size from 6 to 12 inches in diameter. 2.6 Existing Reuse Water Facilities and Transmission System The City of Ocoee currently provides reuse water to the Forest Lakes Golf Course and to the Reuse Service Area located along Clarke Road north of S.R. 50. For the year 2002, the Forest Lakes Golf Course received 0.740 MOD Annual Average Daily Flow (AADF) and the Reuse Service Area received 0.430 MGD AADF of reuse water. Figure 2.4 depicts the existing reuse water system.. Areas within the City of Ocoee presently receiving reuse water are along the Clarke Road corridor; Remington Oaks, Prairie Lakes, Villages of West Oaks, Willows-on-the-Lake, West Oaks Mall, Summerville, Silver Crossing and the Clarke Road median. The reuse water main along Clarke Road consists of a 16-inch reuse water main which extends from the City of Ocoee WWTF west along A.D. Mims Road to Clarke Road. From this intersection, the reuse water main continues south along Clarke Road to Silver Star Road. The 16-inch reuse water main then connects to a 12-inch reuse water main in the vicinity of the Silver Star Road/Clarke Road intersection, and the 12-inch reuse water main then continues south to the West Oaks Mall. K:1 .12003WATERBONDREPORTISECTION 2 17 0E-380/1.0(10/16/03) -..,... 1. I,1...: ili . • ' I ' .--"1- • ,!,,,.)..,.4 . r. •,„i, in .• .• , • • . i . . . . • . I 1 I:IARC Cg Lir tr:flt.r..RI).4.,•.,, , il I . ' . I ;., - I 1 I Ii I• '-. I I --- f _-.- -i- - L......_ti ' . __ . -.--1 ,'• - ' a!s• .i. 1-' (fi.;;;, ifttili,',34..1! 1 7 11_ i C.) - - ......',- ,.',...:Tisli_. • _ '„1!l ‘-'q.. __,.. r(1,11,1.111, , ,,,,,,m,,. I I ‘,/ _ r__.,___- ,,. - - . :!,,,,,T,,::0,1....!ovui,, - / ; , :, , . ' ' ' ' . ...)- T I 1 , . ,- . ...,,.... 1 I mil.. ••.,,,,_,„,1..-' t},ill:I . 1 1 1 1 I ' I . - ..'* '' I 1 I .. ii-ILE•qiiiii.I I - i ,j . 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' I II Ii,-:•-•'t.:-..,:r2.'g„‘Lrei i ; • ii LI__ 11.1- 1. , • ..1 , 11 11 '••'.1.7.11 lu-Ill 1 1••••c.''1 I '11J 1 20 PIPE .. " ''• ;-iiiiiillilf,A, „ --- „- ,,„, i 1' I i I 1 , 1 , r I III A i I „ ..,1.,-i, ..,,...,,,..' .1 .--. .1 SERVICE AREA .r.• Ii, I II' t-//,';'L!-'1"9,,,• ., N. , _.1. i 1 CITY OF OCOEE, FLORIDA ....1- PEC WASTEWATER SYSTEM MAP FIGURE 2 3 I . Ihj.,iyj,t,:r�i}1!111'1:'.1 II ,_I� I i. J--.I I I..—. 1 I III__ !" u�.1 , i A: _511:. E,,, I Apopka I(I� '111'1 R I I lu'ort I I i 1 ,' ;;� arrl:,r,,,•, '� • / ' ( :41:1._ i• .'' ' • r,. • l SCALE 1" = 4000''/ I J; {/:.; Recently constructed in the southern portion of the City is a 16-inch reuse water main which extends from south of Roberson Road, north along Maguire Road to Professional Parkway. Orange County/Orlando's Conserv II Water Reclamation Facility will provide the reuse service to the southern reuse system as outlined in the agreement between Conserv II and the City of Ocoee. This southern system is planned and designed to connect to the existing reuse transmission main along Clarke Road at some future time. The expanded reuse service area will assist the City with the reduction of groundwater withdrawal to achieve compliance with the Consumptive lJse Permit. The Winter Garden/Ocoee reuse interconnection allows the exchange of reuse water between the Cities. The agreement allows the City of Winter Garden to send up to 0.75 MGD of reuse water to the Forest Lakes Golf Course. In exchange, the City of Ocoee was provided a 0.25 MGD wet weather disposal capacity for discharge into percolation ponds at the City of Winter Garden Rapid Infiltration Basin (RIB) site However, as stated in Ocoee's wastewater operating permit, the exchange of disposal capacity was deducted from the overall capacity. The net result is a loss of 0.50 MGD of effluent disposal for the City of Ocoee. 2.7 Future Wastewater Facilities Wastewater flow is anticipated to increase at a rate of 400 new connections per year over the next 20 years. Table 2-4 shows previous flow data from years 1993 through 2002 and flow projections for future years based on an average rate of approximately 400 additional ERUs per year for the next 20 years at 270 gallons per day (gpd) per ERU producing an additional 108,000 gallons per year. It should be noted that the anticipated growth is an estimate and that K:\ 12003WATERBONDREPORTISECTION 2 20 OE-380/1.0(10/16/03) TABLE 2-4 WASTEWATER FLOW PROJECTIONS Year Flow Projection (gpd)1 1998 1,154,0002 1999 1,190,0002 2000 1,373,0002 2001 1,494,0002 2002 1,525,0002 2003 1,633,000 2004 1,771,000 2005 1,879,000 2010 2,419,000 2015 2,959,000 2020 3,499,000 Flow projections are based on an estimated increase of 400 equivalent residential units (ERUs) per year at 270 gpd/ERU, average daily flow. 2 Average daily wastewater flows for 1998 through 2002 are actual wastewater treatment plant flows. K:1 12003WATERBONDREPORTISECTION 2 21 OE-380/1 0(10/16/03) the actual annual growth may vary. These parameters predict a future wastewater treatment demand of 3 MGD by 2020.. 2.8 Future Expansions and Upgrades The WWTF currently has a permitted treatment capacity of 3.0 MGD Provisions in the design of the wastewater treatment facility may allow the treatment capacity to be expanded to 4.0 MGD which will meet wastewater demands well beyond the year 2020. The rerating and expansion of the treatment facility is not incorporated in the Project. Other planned wastewater system expansions which are included in the Project are to increase effluent disposal capacity by the expansion of the City's reclaimed water system and connection to the Regional (Apopka, Winter Garden, Ocoee) reclaimed/effluent disposal system. 2.9 Wastewater System Growth Restrictions Currently, constraints on the wastewater treatment system relate to the lack of disposal for wastewater effluent. Expanding the existing reuse water system and expansion of wastewater disposal through the regional interlocal agreement will relieve these constraints. The expansion of the City's reuse system and connection to the regional reuse system are included in the Project. The expansion of the City's reuse water system and connection to the regional reuse system are currently being planned, designed and permitted. Expansion of the reuse system is planned to provide additional effluent disposal capacity and obtain permit compliance K:1 12003WATERBONDREPORTISECTION 2 22 OE-380/1 0(10/16/03) 2.10 Future Wastewater Transmission Facilities New development within the sewer service area has resulted in an increase of approximately 400 ERUs per year. Generally, the wastewater transmission facilities have been installed by the developers and dedicated to the City. The City has installed, relocated or expanded approximately 12,000 feet of sanitary sewer and force main each year for the past several years. Most of the new wastewater collection and transmission expansion has been accomplished in conjunction with the City's roadway improvement program.. New regional gravity or force mains have been installed in advance of development in potential high growth areas. Since no major wastewater transmission facility construction is currently planned, the City anticipates the expansion or relocation of approximately 12,000 feet of wastewater transmission system (as part of roadway improvements) installation within the coming years. The relocation and expansion of water and sewer transmission/collection mains are presently under design concurrent with the Old Winter Garden Road/Professional Parkway roadway improvement project. 2.11 Future Reuse Facilities and Transmission System The availability of reuse to customers is dependent on the timely planning, development and construction of the respective reuse transmission and distribution system. Proposed reuse facilities and transmission mains are shown in Figure 2.5. The City plans to immediately expand its existing reuse system. The City plans to provide reuse to several existing subdivisions in the northern service area (Clarke Road corridor) increasing the effluent disposal capacity by 0 55 MGD The City's current wastewater K:\ \2003WATERBONDREPORT\SECTION 2 23 OE-380/1.0(10/16/03) • 1 , 1 1 , 1 • • • 1 I '' II •• , i 1.k.,7.;,.. !gc,,,,,,,,?...i:ii[H,iiii"1 II 1, i'l I ', :L 1 1 1 _1 . _. . _ , _.,. ,.„ I ' 1._ Aptrist i Ill 1.1 ' I I I I ;,1„,.„ 1 I . ., . / . . 11111) I I - ._ . I . .. ./.,.. ... L!,.....x.-1 1 . 1 1 •.'"r !II r,j.,. ,,- ., . ___i _.i, .. 1 -.1 Illiv,..-,:i_ L.-. ._. • I -..,,r SCALE: 1"'= 40u0 /. i__. ._:, .— , . •• / ! I . .''.I 1 r ri 1 • •/II I 1 .,,•• -:_., ‘.2) ! , ,_ , I .I. .,i'' III PROPOSED REOLIDIED WItlER MAIN i . — I 1 .6,' . li ;........`".1 • li 1 —H ORONO RECLAIMED WATiR1,6R i 1./ ' I i . // ' 1 III- : I . - -i.J.• -1 ---. 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A Reuse Booster Pumping Facility is currently being designed for construction in the vicinity of the Maguire Road/Roberson Road intersection. This Booster Pumping Facility will enable the City to receive the designated reclaimed water from the Conserv II line and to distribute reuse to potential customers south of S.R. 50. This reuse facility will be constructed utilizing existing capital funds. The West Oaks Regional Mall is expected to accelerate other commercial development along Clarke Road and high density multi-family development in the adjacent area. The City requires all new developments to install reuse distribution as a component of the development approval process. Several existing subdivisions/areas located along the Clarke Road corridor, however, are not connected to the reuse system. Those subdivision/areas that can be cost effectively retrofitted in the near future with reuse mains are: Reflections, Reserve, Waterside, Silver Glen; Prairie Lake Village, Lake Olympia,Wedgewood Commons,Albertsons and Lake Olympia Square. 2.12 Future Water Facilities The majority of the long term water treatment and water distribution system improvements were completed using bond proceeds from the 1997 Series Revenue Bonds. The Forest Oaks WTP and South WTP were expanded by the addition of new wells, additional ground storage tanks and new high service pumps. The water distribution system was expanded by the addition of over 40,000 feet of 12-inch or larger water mains. K:\ \2003WATERBONDREPOR1\SECTION 2 25 OE-380/1 0(10!16/03) The City's existing water treatment facilities have the ability to provide potable water at an annual average daily flow of approximately 7 MGD and a maximum daily flow of approximately 11 MGD. At the predicted growth rate of 400 new connections per year, the City has sufficient water capacity to meet the water demand through Year 2020. K:\ 12003WATERBONDREPORT\SECTION 2 26 OE-380/1 0(10/16103) SECTION 3 WATER AND SEWER FLOW PROJECTIONS 3.1 Overview Water and sewer future flow projections have been developed and updated to produce the City's Water Master Plan, Wastewater Master Plan and the Reuse Master Plan. Water, sewer and reuse flow projections were developed using a methodology which employs such factors as historical growth rates, land use designations, reserved water and sewer capacity, vested development projects, dwelling unit densities, traffic projections, socio-economic data and local population projections.. PEC has been the City's continuing consulting engineer since 1987 and has assisted the City in development of the following long-range planning documents: City's Initial Comprehensive Plan and Amendments Master Water Plan and 2003 Update (February 2003) Master Sewer Plan Master Reuse Plan and Regional Reclaimed Water Mater Plan (February 2001) Water and Sewer Rates Water and Sewer Impact Fees Traffic Impact Fees Traffic Modelling Consumptive Use Permits K:1 12003WATERBONDREPORIISECTION 3 27 OE-380/1 0(10/16/03) Our involvement in the City's long-range planning process has assisted PEC in developing accurate 20-year projections for the water and sewer systems. The general process used for projecting future water and sewer demand consists of the following steps: 1 Review socio-economic data that was used for roadway impact fee and traffic analysis. 2. Establish a grid or zone system to subdivide the City's water and sewer service area into discrete land units.. Traffic area zones (TAZ) were used to provide consistent model parameters in all master planning projects. 3. Project future land uses based on the current and approved (by Florida Department of Community Affairs, DCA)land use designations. 4. Estimate build-out period for the City's water and sewer service area. 5. Review approved vested development projects, zoning applications, and the City's concurrency management program. 6. Review pre-purchased water and sewer capacity and the Revenue and Maintenance Fees. 7. Apply average consumption factors per dwelling unit to develop annual flow projections. 3.2 Future Water Flow Projections Based on the described methodology, the historical and future flow projections are presented in Table 3-1. New connections are based on a value of 300 gallons per equivalent residential unit (ERU). Future water flow demands are based on 400 new connections per year and a 33 percent increase in water consumption was added based on existing water consumption per capita. K:\ 12003WATERBONDREPORT\SECTION 3 28 0E-38011.0(10/16/03) Table 3-1 Water Flow Demands ACCOUNTS FLOW YEAR (GALLONS) 1999 (1) 8,296 5,240,000 2000 (1) 8,754 5,270,000 2001 (1) 9,536 4,500,000 _ 2002(1) 9,916 4,300,000 2003(1) 10,412 4,460,000 _ 2004(2) 10,812 4,314,000 2005 (2) 11,212 4,474,000 2010 (2) 13,212 _ 5,272,000 2015 (2) 15,212 6,070,000 2020 (2) 17,212 6,868,000 (1) Actual (2) Projected K:1 12003WATERBONDREPORT\SECTION 3 29 OE-380/1 0(10/16103) 3.3 Future Sewer Flow Projections The historical and future flow projections are presented in Table 3-2. Connections are based on 270 gallons per ERU. Table 3-2 Future Wastewater Flows YEAR ACCOUNTS FLOW GALLONS) 1999 (1) 4,806 1,190,000 2000(1) 5,238 1,373,000 2001 (1) 5,450 1,494,000 2002 (1) 5,900 1,525,000 2003(1) 6,158 1,633,000 2004 (2) 6,558 1,771,000 2005 (2) 6,958 1,879,000 2010(2) 8,958 2,419,000 2015(2) 10,958 2,959,000 2020 (2) 12,958 3,499,000 (1) Actual (2) Projected K:1 12003WATERBONDREPORT\SECTION 3 30 OE-38011.0(10/16/03) SECTION 4 RATES AND CHARGES 4.1 Overview The City of Ocoee is a political subdivision of the State of Florida. The City's water, sewer and reuse systems are under the authority of the Ocoee City Commission and are operated and maintained through its City Manager, Public Works Director and staff. The system's service charges are levied by the authority of the Ocoee City Commission. The Ocoee City Commission has specific legal authority for acquisition, construction and operation of City- owned water, sewer and reclaimed facilities. The authority is derived from home rale powers granted by the Article VIII of the Florida Constitution, City Charter and Chapters 163 and 166 of the Florida Statutes and other provisions of law. Chapter 22 of the City of Ocoee's Code of Ordinances provide for modification of City Ordinances related to the water, sewer and reclaimed system_ 4.2 Capital Fee(Impact Fee) Charges For the purpose of this Engineer's Report, the existing water and sewer capital fee (impact fee) schedule was assumed to remain unchanged during the FY03-08 period with the exception of possible automatic adjustments due to capital construction cost index changes identified in the Engineering News Record (ENR). The current connection fees are based on an equivalent residential unit (ERU) or equivalent residential connection (ERC) which assigns a value of 300 gallons per ER11 for water capacity and 270 gallons per ERU for sewer capacity. The existing connection fees derived using the marginal/incremental or "standards-driven" methodology. This method is based on the recovery of a new customer's proportionate share of the present K:\..\2003WATERBONDREPORT\SECTION 4 31 OE-38011.0(10/16/03) value of capacity-related capital projects during a base period. The existing connection fee per ERU of incremental water capacity is $966 00 The connection fee per ERU of incremental sewer capacity is $2,865.00. The current connection fees for water and sewer were adopted by the City Commission and became effective August 18, 1992. 4.3 Water, Sewer and Reuse User Charges The Ocoee City Commission adopted new water, sewer and reuse user charges on August 5, 2003 and the new user charges become effective October 1, 2003.. The total revenue from water, sewer and reuse user charges have increased 35 percent. In addition, the City Commission has adopted an annual indexing rate adjustment of 3 percent or the Consumer Price Index whichever is greater. The annual rate indexing will become effective October 1, 2004 and every October 1st thereafter through October 1,2013. The adopted water, sewer and reuse user fees are shown in Table 4-1. The adopted rates are based on an inclined water consumption rate structure which is consistent with the requirements of the City's existing consumptive use permit issued by the St. Johns River Water Management District. K;\ 12003WATERBONDREPORT\SECT{ON 4 32 OE-380/1 0(10/16/03) TABLE 4-1 CITY OF OCOEE RATE STRUCTURE WATER BASE FACILITY CHARGE 3/4 inch meter $7.64 1 inch meter $19.10 1-1/2 inch meter $38.20 2 inch meter $61.12 3 inch meter $122.24 4 inch meter $191.00 6 inch meter $382.00 8 inch meter $611 .00 10 inch meter $878.60 12 inch meter $1,642.60 Plus: Volumetric charges per 1,000 gallons: Residential 0-6,000 $0 84 6,001-12,000 $1.05 12,001 -18,000 $1.31 18,001 -24,000 $3.28 24,000-30,000 $4.92 30,001 and Greater $5.98 Non Residential 0-6,000 $0.84 6,001- 12,000 $1 05 12,001 - 18,000 $1 31 18,001 -24,000 $1 97 24,000-30,000 $1 97 30,001 and Greater $1.97 K:\ 12003WATERBONDREPORT\SECTION 4 33 0E-38011 0(10/16/03) TABLE 4-1 (CONTINUED) SEWER BASE FACILITY CHARGE 3/4 inch meter $13.81 1 inch meter $34.53 1-1/2 inch meter $69.05 2 inch meter $110.48 3 inch meter $220.96 4 inch meter $345.25 6 inch meter $690.50 8 inch meter $1,104.80 10 inch meter $1,588.15 12 inch meter $2,969.15 Plus: Volumetric charge per 1,000 gallons: Residential 0- 12,000 $198 Non Residential 0- 12,000 $1.98 12,001 and Greater $1 98 K:\. \2003WATERBONDREPORT\SECTION 4 34 OE-380/1 0(10/16103) TABLE 4-1 (CONTINUED) REUSE BASE FACILITY CHARGE 3/4 inch meter $5.73 1 inch meter $14.33 1-1/2 inch meter $28.65 2 inch meter $45.84 3 inch meter $91.68 4 inch meter $143.25 6 inch meter $286.50 8 inch meter $458.25 10 inch meter $658.95 12 inch meter $1,231.95 Plus: Volumetric charges per 1,000 gallons: Residential 0-6,000 $0 63 6,001 - 12,000 $0 79 12,001 - 18,000 $0.98 18,001 -24,000 $1.48 24,000-30,000 $1.48 30,001 and Greater $1.48 Non Residential 0-6,000 $0.63 6,001 -12,000 $0 79 12,001 - 18,000 $0 98 18,001 -24,000 $1 48 24,000-30,000 $1 48 30,001 and Greater $1 48 K:1 12003WATERBONDREPORTISECTION 4 35 0E-380/1.0(10/16/03) 4.4 Comparison of Water and Sewer Service Charges with Other Communities The average monthly water and sewer service bill for Ocoee's customers using 10,000 gallons of water per month are $16.88 and $33.61 respectively, for a total of $50.49. A comparison is presented in Table 4-2, showing that the City of Ocoee's charges are relatively low when compared to rates from comparably-sized water and sewer utility systems of other publicly- owned entities. 4.5 Summary of System Charge Schedules The recently adopted water, sewer and reuse service charges and other water and sewer revenue sources (connection fees, revenue and maintenance fees) provide sufficient funds to meet current operation and maintenance expenses, existing debt service coverage requirements, renewal and replacement fund deposits and contribution monies to the City of Ocoee's General Fund. As described in the Financial Feasibility Report by Burton and Associates, the City's revenue from water, sewer and reuse user charges meet or exceed all debt service coverage requirements. The adopted rates plus annual indexing will enable the City to meet all budgetary requirements, debt service coverage requirements and maintain required reserves. K:\ \2003WATERr3ONDREPORT\SECTION 4 36 OE-38011.0(10/16/03) TABLE 4-2 COMPARATIVE WATER AND SEWER SERVICE CHARGES OF 10,000 GALLONS ENTITY '..WATER SEWER ' . TOTAL Brevard County $28.61 $41.93 $70.54 Orange County $30.43 $30.43 $60.86 Seminole County $13.10 $37.25 $50.86 Apopka $14.52 $28.89 $43.41 Casselberry $20.47 $50.02 $70.49 Lake Mary $19.80 $35.00 $54.80 Oviedo $13.30 $37.30 $50.60 Sanford $18.71 $36.78 $55.49 Winter Springs $12.68 $32.55 $45.23 Kissimmee $9.51 $32.20 $41.71 Orlando $16.47 $45.66 $62 13 Melbourne $40 00 $72..22 $112.22 Daytona Beach $30.87 $42.69 $73.56 Titusville $43.59 $73.69 $117.28 Cocoa $16.28 $47.50 $63.78 Ocoee $16.88 $33.61 $50.49 K:\ 12003WATERBONDREPORT\SECTION 4 37 0E-380/1.0(10/16103) SECTION 5 FINANCIAL PROJECTIONS 5.1 Overview The financial projections are provided in a separate report by Burton and Associates dated September 2003. K:1 \2003WATERBONDREPORT\SECTION 5 38 OE-380/1.0(10116103) SECTION 6 ORGANIZATIONAL STRUCTURE AND REGULATORY COMPLIANCE 6.1 Organizational Structure The City of Ocoee owns and operates one (1) wastewater treatment plant and three (3) water treatment plants which provide utility service to 10,412 water accounts and 6,158 sewer accounts. Presently, under the approved organizational structure, the Public Works Director reports directly to the City Manager. The Public Works Director is a professional engineer registered to practice engineering in the State of Florida. Mr. David A. Wheeler, P.E. is the Public Works Director and has been with the City of Ocoee since August 1996. Mr Wheeler is responsible for both the management of the City's water, sewer and reuse system and overseeing the construction of new/expansion capital improvement projects. Mr. Wheeler is supported by other City departments such as the Finance Department, Community Department, Human Resources Department, the Engineering and Utilities Department and information Systems. Mr. Robert Holland is the City's Utility Superintendent and has been employed by the City since April 1988 He possesses a Class "A" wastewater license and a Class "C" potable water license. Mr. David Gosnell is the Chief Water Plant Operator and has been employed by the City since October 1983. He possesses a Class "A" potable water license. Mr.. Fred Ostrender is the City's Chief wastewater plant operator and has been employed by the City since K:\ \2003WATERBONDREPORTISECTION 6 39 OE-380/1 0(10/16103) December 1987. He possesses a Class "B"wastewater license and a Class "C" potable water license.. PEC has also reviewed the use of the City Renewal and Replacement Fund. The City has utilized the R&R Fund to make operational and maintenance repairs to the system. The R&R Fund has been used to keep the system modern and in a state of good repair. Future uses of the R&R Fund include: pump replacements; recoating/repainting; safety improvements and upgrading the disinfection system. The City plans to spend approximately $5 million from the R&R Fund for maintenance and upgrades to the system through Year 2008. PEC is of the opinion that the City's water, sewer and reuse system is relatively new and in good operating condition and is well maintained. Representatives of PEC recently inspected the City's wastewater treatment facility as part of the FDEP operating permit renewal process. The City's wastewater treatment facility is modern (constructed in 1995) and much of the wastewater collection system is relatively new due to recent development within the City. The City's water treatment plants are relatively new (South Plant built in 1992 and expanded in 2000), or recently upgraded and expanded (Forest Oak Water Plant, 2000). The water distribution system provides adequate service pressure to meet average daily flow, maximum daily flow, peak flow and fire flow needs. Proceeds from the Water and Sewer Revenue Bonds Series 1997 were used to expand and upgrade the City's water treatment facilities, water distribution system and to implement the City's northern reuse system The City has formal preventative maintenance procedures for the water, sewer and reuse system The staffing for the City-owned treatment facilities is in compliance with FDEP rules and regulations. As the City's water, sewer and reuse system grows, regulatory requirements change, and as the proposed capital improvements are completed, the number of staff positions may increase or be modified to obtain additional personnel with the required technical training and experience. The K:1 \2003WATERBONDREPORT\SECTION 6 40 OE-380/1.0(10/16/03) City's administration has shown a strong awareness of the need to provide continuing personnel growth. It is the opinion of PEC that the organizational structure and experience of the City Water and Sewer Department is of sufficient size and quality to adequately serve the City's current and future water and sewer customers. 6.2 Regulatory Agency Compliance Regulatory requirements for the protection of public water supplies are mandated by the Safe Drinking Water Act (SDWA) and the Florida Administrative Code (FAC). The City of Ocoee samples its water supply and potable water system at required intervals consistent with permit conditions of federal and state guidelines. The City of Ocoee is currently in full compliance with all federal and state water quality regulations. Permitting of the use of water resources in Florida has been performed by the water management districts since 1972. This function of water resource protection includes the issuance of Consumptive Use Permits (CUPs). The City of Ocoee falls within the jurisdiction of the St. Johns River Water Management District (SJRWMD). The City operates its water system under the authority granted in the 1996 Consumptive Use Permit. The Consumptive Use Permit is valid through 2006.. The City is currently exceeding its allowable withdrawal rate of groundwater for annual average daily and maximum daily withdrawals. The Water Management District seeks to issue withdrawal permits with limits of 150 gallons per capita per day. The City's residents are currently consuming approximately 175 gallons per capita per day. General conditions of the CUP permit include water conservation guidelines and the City is encouraged to maximize the use of reclaimed water in lieu of groundwater supplies.. The City's renewed CUP has an increasing allocation adjustment of potable water source based on population projections through the year 2010. The City will use the proceeds of the Water and Sewer K:1 12003WATERBONDREPORT\SECTION 6 41 OE-380/1.0(10/16/03) Refunding and Improvement Revenue Bond Series 2003 to expand its reuse system throughout the City to reduce the potable water demand and the City has recently implemented inclined water rates to promote the conservation of potable water. The City has developed and implemented a public education/awareness program to promote conservation. The education/awareness program has been successful in reducing the water consumption per capita, but additional steps are needed to achieve compliance in accordance with the consumptive use permit The City has reduced the withdrawal of groundwater using education and conservation. The recent implementation of an inclined rate structure plus the reclaimed water improvements contained in the Project will enable the City to comply with all regulatory permitting criteria. The quality and quantity of wastewater facility effluent discharge is controlled by the wastewater operating permits issued by the Florida Department of Environmental Protection. Discharges must meet the restrictions imposed by the Federal Clean Water Act, Clean Water Act Amendments and the Florida Administrative Code. Wastewater effluent standards are determined by the type of wastewater treatment and type of effluent disposal method (percolation ponds, reclaimed water irrigation). The City's wastewater treatment plant is an advanced secondary facility producing public-access level of effluent for the reclaimed water system. The City has recently received renewal of its wastewater operating permit in September 2002. The City's facility is in full compliance of current federal and state regulatory requirements concerning the water quality of the effluent disposal The City's total effluent disposal capacity is limited due to wet weather disposal and the need to expand the reuse system. The City is limited to a total effluent disposal capacity of 1.602 MGD and based on the maximum daily flow, the City is currently exceeding the effluent disposal capacity by approximately 0.1 MGD. The K:1 12003WATERBONLREPORT\SECTION 6 42 OE-380/1 0(10/16/03) City will use the proceeds of the Water and Sewer Refunding and Improvement Revenue Bonds Series 2003 to expand the reuse system and expand the wet weather disposal capacity. Upon completion of the expansion of the effluent disposal system, the City shall be in compliance with the operating permit conditions as future customers are added to the system. In summary, with the adoption of inclined water rates and the completion of the Project, the City will be in compliance with all federal and state permit conditions. K:1 \2003WATERBONDREPORT\SECTION 6 43 OE-380/1,0(10/16/03) SECTION 7 CAPITAL IMPROVEMENT PROGRAM THE PROJECT 7.1 Background The City of Ocoee is experiencing significant residential and commercial growth throughout the City's water, sewer and reuse service area.. The City has annexed over two thousand acres of land (since 1993) for future residential and commercial development. The 1.2 million square foot West Oaks regional shopping mall along Clarke Road has encouraged significant development of commercial and high density residential growth throughout the City's eastern and southern service area. Due to existing demands and anticipated growth, the City's water, sewer and reuse facilities must be expanded to meet future water and sewer service demands. In anticipation of the rapid growth, the City has provided long-range planning procedures for expansion of their water, sewer and reuse system. Master planning of the City's water, sewer and reuse system has been completed and the City has established a long-range Capital Improvement Plan (CIP) to meet future water, sewer and reuse capacity demands. To ensure future compliance with the City's concurrency management plan, the City has provided long-range planning analysis of other important services such as transportation, drainage, police, fire and recreational facilities. The City has taken a pro-active planning position to properly prepare for the imminent growth. K:1 12003WATERBONDREPORTISECTION 7 44 OE-380/1 0(10/16/03) The City has recently experienced regulatory agency concerns related to the need to expand the City's ability to provide wastewater capacity associated with effluent disposal, wet weather disposal for the City's reclaimed water system and the rehabilitation of the Jamela Water Treatment Facility. The City has also received regulatory concerns related to the volume of ground water withdrawn compared to the City's consumptive use permit limitations. The City has developed a Capital Improvement Plan (the Project) to eliminate the concerns of the regulatory agencies and provide improvements for long-term compliance with all applicable permit conditions The Project is currently planned and design efforts have been initiated. The Project can he implemented within a 24-month period. The funds for construction of the Project are from the Refunding Revenue Bonds Series 2003, fund balances of the impact fee account, fund balance of the system renewal and replacement account and other available revenue sources. 7.2 Wastewater Capital Improvements A) Expansion of the Effluent and Wetweather Disposal System - The City plans to connect to the regional reclaimed water project as partners with the City of Winter Garden and Apopka. The project consists of a new transmission pipeline from the Ocoee/Winter Garden regional system to the Apopka reclaimed system. The pipeline project is currently being designed under the direction of the City of Apopka and completion of the project is planned for September 2004 with the City of Ocoee's portion of cost estimated to be$1.1 million. B) Expand City's Existing Reuse System -The City of Ocoee has an existing reuse system that serves residential and commercial customers north of S.R. 50, primarily along the K:1 12003WATERBONDREPORTISECTION 7 45 0E-380/1 0(10/16/03) Clarke Road corridor. The City plans to expand the reuse system into existing subdivisions and commercial areas by July 2004. The expansion of the reuse system will provide approximately 0.55 MGD of additional effluent disposal thus assisting the City in developing additional effluent disposal capacity to comply with its FDEP permit The City has hired the consulting firms of Hartman & Associates and Ivey Harris to prepare construction plans and permit applications for expansion of the City's reuse system. The total cost is estimated to be $2.3 million. C) The City of Ocoee has entered into an interlocal agreement with Orlando/Orange County (Conserv II) to obtain an additional source of reuse to supply the City's reuse service area south of S.R. 50. The project includes a reuse pump station south of S.R. 50 located on Maguire Road and reuse transmission mains along Maguire Road and Professional Parkway. The reuse pump station has been designed and permitted by PEC and the reuse transmission mains along Maguire Road and Professional Parkway have been designed by PEC The reuse project is planned to provide 0.65 MGD of reuse resulting in a reduction of the use of potable water for irrigation thus assisting the City in achieving compliance with its Consumptive Use Permit. The reuse pump station and transmission main are planned to be completed by April 2004. The estimated total cost is $2.55 million and the City has allocated $2.0 million from current available revenue sources thus $0.55 million will be used from the 2003 Revenue Bond Issue. 7.3 Water Projects A) The City's oldest water treatment plant is in need of immediate rehabilitation and repair. The water plant has an obsolete elevated storage tank that needs to be demolished and removed. The existing ground storage tank (0.5 MG) needs minor repairs. The ground K:1..12003WATERBONDREPORTISECTION 7 46 OE-380/1 0(10/16/03) storage tank has been inspected and can be repaired and is expected to perform for many years. The Jamela WTP's high service pumps and electrical panels are in need of replacement. The engineering firm of Hartman and Associates have been hired by the City to design and permit the planned upgrade to the Jamela Water Treatment Plant. The water plant upgrades can be completed by January 2005.. The estimated cost of the upgrading of the Jamela Water Plant is estimated to be $0.65 million. The funding for this capital project is from existing renewal and replacement funds. 7.4 Distribution/Collection/Transmission System Improvements A) The City of Ocoee is widening Professional Parkway/Old Winter Garden Road from a two-lane rural section to a four-lane urban roadway. The road widening includes the relocation and upgrading of the existing water and sewer distribution / collection / transmission system. The utility relocation project will occur in conjunction with the roadway widening construction project. The design and permitting of the utility relocation is being completed by PEC. The utility relocation project is scheduled to be completed by May 2005. The estimated cost is $1.0 million. B) The City is seeking to relocate and expand the existing wastewater/collection and transmission system along S,R. 50, The existing wastewater transmission system is obsolete and originally sized to accept wastewater flow from a smaller commercial corridor along S.R. 50. The commercial corridor has expanded due to major commercial development in and around the West Oaks Mall and other commercial parcels. The City's Activity Centers are located along the S.R. 50 corridor. The improvements are planned to be completed by December 2004. The cost is estimated to be$1.5 million. K:1 12003WATERBONDREPORT\SECTION 7 47 OE-380/1 0(10/16/03) C) The City is planning to expand Maguire Road to a four-lane urban typical section north of S.R. 50. The City plans to widen the road by the year 2004. The road widening project (Maguire Road Phase 5) will cause the need to relocate existing water and sewer collection and transmission mains. The cost estimated is $0.7 million. 7.5 The Project • Regional Effluent Disposal and Wet Weather Disposal -Section 7.2(A) $ 1.10 Million • Reuse System Expansion (Northern Service Area)—Section 7.2 (B) $ 2.30 Million • Reuse System Expansion (Southern Service Area)—Section 7.2(C) $ 0.55 Million • Professional Parkway/Old Winter Garden Road Utility Relocation $ 1.00 Million and Expansion— Section 7..4(A) • SR. 50 Wastewater Collection/Transmission System Relocation $ 1.50 Million and Expansion—Section 7.4 (B) • Utility Relocation along Maguire Road -Phase 5— Section 7.4 (C) $ 0.70 Million TOTAL $7.15 Million K:1.. 12003WATERBONDREPORTISECTION 7 48 OE-380/1.0(10/16/03) SECTION 8 CONCLUSIONS 8.1 Findings of Fact Based on PEC's review of the City of Ocoee's water, sewer and reuse system, reviews of master plans and studies performed by PEC and other City engineering consultants, review of the City's Comprehensive Plan, review of the City's financial information concerning the water, sewer and reuse system and our recent site visits to the major water, sewer and reuse facilities, to the best of our belief, PEC concludes the following: 1. The City's water, sewer and reuse system is in good condition and has been operated and maintained in accordance with standard utility industry practices, and provides good, reliable and cost-effective water, sewer and reuse service to the City's customers; 2. The City's water, sewer and reuse system is operated substantially in compliance with current Federal, State and Local regulatory requirements. Upon completion and implementation of the Project, the regulatory concerns related to effluent disposal and ground water withdrawal rates will be resolved. All regulatory permits necessary for the operation of a public municipal water, sewer and reuse system are current and upon completion of the Project will be in good standing; 3. The Project is necessary and provides water, sewer and reuse service for existing and new growth. The average annual growth rate of 400 ERUs is K:1..12003WATERBONDREPORTISECTION 8 49 0E-380/1.0(10/16/03) reasonable and valid during the 20-year planning period. The Project is technically sound and conforms to proven and industry accepted engineering practice. The Project will provide for water, sewer and reuse system improvements and expansion which will meet Federal, State and local regulatory requirements and projected growth related to water and sewer demands for a twenty(20)year period; 4. The proposed Project is or shall be designed in accordance with accepted engineering standards using proven conventional technology. The proposed improvements have or shall be designed with a high level of sensitivity to concerns held by nearby residents regarding aesthetic issues such as odor control, noise, lighting and utility; 5. The City's management and professional staff are well qualified and certified to manage, operate and maintain the City's water and sewer system; 6. It is reasonable to assume that . all required regulatory permits and/or governmental approvals shall be obtained in a timely manner for regulatory compliance and will be obtained prior to construction of the proposed Project and subsequently all necessary operating permits will be obtained for the completed Capital Improvements; 7. No material charges have occurred in the Project which will have a negative impact on the cost estimate for successful completion of the Project; K:1 12003WATERBONDREPORT\SECTION 8 50 OE-380/1 0(10/16/03) 8. Proceeds from the Series 2003 Bonds plus funds from existing fund balance (impact fees, R&R) and other available revenue sources will be sufficient for design, construction and implementation of the Project as described in Section 7; 9. The useful life of the Project is in excess of the weighted life of the Series 2003 Water and Sewer Revenue Bonds; 10. The water, sewer and reuse rates have been adjusted effective October 1, 2003 and are reasonable and sufficient to meet projected system operating expenses, estimated project cost recovery, debt service coverage for Series 2003 bonds and renewal and replacement(R&R)contributions; and 11. Based on the analysis and evaluation contained in this report and the Burton and Associates report, the capital financing of the City of Ocoee's proposed Capital Improvement Program is economically feasible. K:1 12003WATERBONDREPORTISECTION 8 51 OE-380/1 0(10/16/03) CITY OF OCOEE, FLORIDA Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 BOND PURCHASE CONTRACT November 25, 2003 Mayor and Members of the City Commission City of Ocoee, Florida Dear Mayor and Commission Members: William R. Hough & Co. as representative of the underwriters set forth on the cover of the Official Statement (defined herein) (collectively, the "Underwriter") 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 Underwriter. 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 Underwriter upon notice to the City at any time prior to the acceptance hereof by you and subject to cancellation by the Underwriter 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 Underwriter hereby agrees to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the City's $13,795,000 aggregate principal amount of Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds"). The Series 2003 Bonds shall be dated as of December 1, 2003, 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 2003 Bonds shall be payable on April 1, 2004, and on each October 1 and April 1 thereafter to maturity or earlier redemption. The aggregate purchase price of the Series 2003 Bonds shall be $13,754,877.46 (which takes into {0R605707,5) account a net original issue premium of $32,355.15, accrued interest of $25,975.31 and an Underwriter's discount of$98,453.00). The Series 2003 Bonds initially shall be offered to the public at such prices or yields (including discounts) as indicated on Exhibit A attached hereto. The Series 2003 Bonds shall be issued pursuant to and under the authority of, Chapter 166, Part II, Florida Statutes and other applicable provisions of law (collectively, the "Act"), the Charter of the City of Ocoee and under and pursuant to Resolution No. 93-02 adopted by the City Commission on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32 adopted by the City Commission on December 3, 1996, (collectively, the "Original Instrument") and as specifically amended and supplemented by Resolution No. 2003-23, adopted by the City on November 18, 2003 (the Original Instrument, together with Resolution No. 2003-23, collectively, the "Resolution"). The Series 2003 Bonds will be payable solely from, and secured by, a pledge of and lien on the Pledged Funds (as defined in the Resolution). The Series 2003 Bonds are being issued to provide funds sufficient, together with other available funds of the City, to (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii) expand the capacity of and construct and acquire other improvements to the City's water and sewer system (the "System"), (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy premium. 2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a corporate check of the Underwriter payable to the order of the City in the amount of$138,000 as security for the performance by the Underwriter of its obligation to accept and pay for the Series 2003 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 Underwriter. In the event you do not accept this offer, the check shall be immediately returned to the Underwriter. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Series 2003 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 Underwriter, 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 Underwriter. In the event that the City fails to deliver the Series 2003 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 of the Underwriter contained in this Bond Purchase Contract, or if the obligations of the Underwriter 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 Underwriter. 3. Offering. It shall be a condition of your obligation to sell and deliver the Series 2003 Bonds to the Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Series 2003 Bonds, that the entire aggregate principal amount of the Series 2003 {0R605707;5) 2 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a public offering of all of the Series 2003 Bonds at the initial offering prices (or yields) set forth in Exhibit A attached hereto; provided, however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Series 2003 Bonds. 4. Preliminary Official Statement and Official Statement. The City hereby confirms that it has heretofore made available to the Underwriter a Preliminary Official Statement of the City relating to the Series 2003 Bonds, dated May 1, 2003 (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 Underwriter to comply with any rules of the 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 Underwriter 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 its acceptance hereof, ratifies and approves the Preliminary Official Statement and the Underwriter' use thereof, and ratifies and approves and authorizes the Underwriter to use the Official Statement and all documents described therein in connection with the public offering and the sale of the Series 2003 Bonds. In accordance with Section 218.385, Florida Statutes, the Underwriter hereby discloses 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 Underwriter of(a) the Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any supplements or amendments thereto), (d) the Consulting Engineer's Report, (e) the Financial Feasibility Consultant's Report (e) Ordinance No. 2003-24 of the City, regarding the establishment of rates for the System, and (f) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 2003 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 {M605707,5} 3 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. (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 2003 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 Underwriter. (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 2003 Bonds to the Underwriter 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 2003 Bonds contained in the Resolution, the Series 2003 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 2003 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Series 2003 Bonds; upon delivery of the Series 2003 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 Underwriter at the Closing in accordance with the provisions of this Bond Purchase Contract, the Series 2003 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 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. {012605707;5) 4 (g) The adoption of the Resolution and the authorization, execution and delivery of this Bond Purchase Contract and the Series 2003 Bonds, and compliance with the 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 2003 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, 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 provided however that this representation shall not be deemed to be a representation by the City regarding approvals, consents, authorizations and orders related to the Project, which may be obtained subsequent to the date of this Bond Purchase Agreement, and the Closing. ) 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 2003 Bonds or the pledge of and lien on the Pledged Funds, or contesting or affecting the validity or enforceability in any respect relating to the Series 2003 Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Series 2003 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 Council or any authority for the issuance of the Series 2003 Bonds, the adoption or enactment 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 Underwriter as the Underwriter may reasonably request in order to (i) qualify the Series 2003 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the {0R605707;5} 5 United States as the Underwriter may designate, and (ii) determine the eligibility of the Series 2003 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 of the Series 2003 Bonds; provided, however, that the City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction 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 2003 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 Underwriter thereof, and, if in the reasonable opinion of the Underwriter 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 Underwriter a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel to the Underwriter) 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. {OR605707;5} 7. Closing. At 12:00 P.M., E.S.T., on December 16, 2003, or at such time on such earlier or later date as shall be agreed upon, you will deliver to the Underwriter, at the location and place to be agreed upon by you and the Underwriter, the Series 2003 Bonds in definitive form, duly executed, together with the other documents herein mentioned; and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you and the Underwriter the purchase price of the Series 2003 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 2003 Bonds shall be made available to the Underwriter at least one business day before the Closing for purposes of inspecting and packaging. The Series 2003 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriter has 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 Underwriter 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 2003 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 Underwriter. (c) At the time of Closing, a resolution or ordinance of the City incorporating the terms of the Series 2003 Bonds (or setting forth the parameters under which the Series 2003 Bonds may be sold to the Underwriter) 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 2003 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 Underwriter. (e) The Underwriter shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Series 2003 Bonds by notifying you in writing of their intention to do so if: {0R605707,5) 7 (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 2003 Bonds, which, in the opinion of counsel for the Underwriter 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 Underwriter, has the effect of requiring the contemplated issuance or distribution of the Series 2003 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 Underwriter and the financial advisor to the City, materially adversely affects the marketability of the Series 2003 Bonds or the market price thereof, or (iv) in the reasonable opinion of the Underwriter and the financial advisor to the City, payment for and delivery of the Series 2003 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 of prohibiting the issuance, offering or sale of the Series 2003 Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption or enactment 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 Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, {0R605707;5) 8 other than as described in the Official Statement, in either case payable from the full faith and credit of the City or any portion of 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 Underwriter, materially adversely affects the market price of the Series 2003 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 of New 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 Underwriter, materially adversely affects the market price of the Series 2003 Bonds or causes any information in the Official Statement to be misleading in any material respect, or (ix) prior to Closing, either (A) Standard & Poor's, a division of the McGraw Hill Companies, or Fitch Ratings shall inform the City or the Underwriter that the Series 2003 Bonds will not be rated at least "AAA" and "AAA" respectively or (B) Ambac Assurance Corporation (the "Insurer") shall inform the Underwriter 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. (f) At or prior to the date of the Closing, the Underwriter shall receive the following documents: (i) The Resolution certified by the City Clerk under seal as having been duly adopted or enacted by the City and as being in effect, with only such supplements, modifications or amendments as may have been agreed to by the Underwriter. (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 and 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 E. {0R605707;5) 9 (iv) A letter of Bryant Miller & Olive P.A., addressed to the Underwriter, 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 Underwriter and the Insurer to the same extent as if such opinion were addressed to the Underwriter and the Insurer. (v) A supplemental opinion of Bryant Miller & Olive P.A., addressed to the City and the Underwriter, 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 2003 BONDS," "THE SERIES 2003 BONDS," "TAX EXEMPTION," "CONTINUING DISCLOSURE," and in APPENDICES D, E and F (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 2003 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 E is correct; and (B) the Series 2003 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, Attorneys to the City, addressed to the City, the Insurer and the Underwriter, and dated the date of the Closing, in such form and substance acceptable to the Underwriter and Counsel to the Underwriter. (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 Underwriter, and in form and substance satisfactory to the Underwriter, 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 Akerman Senterfitt, Counsel to the Underwriter, addressed to the Underwriter, 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 Underwriter 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 {0R605707,5) 10 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 G 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 (the "Bank"), as Registrar, Paying Agent and Escrow Agent to the effect that(A)the Bank is a national bank duly organized, 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 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 Audited Financial Report of the City for the Fiscal year ended September 30, 2002, together with the audit opinion of McDermit, Davis, Puckett& Company, LLC, independent accountants. (xi) The Policy and Surety Bonds issued by the Insurer. (xii) A letter from McDermit, Davis, Puckett & Company, LLC 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; (xiii) A certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriter, 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 Underwriter and counsel to the Underwriter. (xiv) A certificate of the City Manager deeming the Preliminary Official Statement "final" as of its date for purposes of Rule 15c2-12; {0R605707,5) 1 1 (xv) A letter of Standard & Poor's, a division of McGraw Hill Companies, to the effect that the Series 2003 Bonds have been assigned a rating no less favorable than "AAA," and a letter of Fitch Ratings to the effect that the Series 2003 Bonds have been assigned a rating no less favorable than "AAA," all of which such ratings shall be in effect as of the date of Closing; (xvi) A certificate of PEC/Professional Engineering Consultants, Inc., Orlando, Florida (the "Engineering Consultants") to the effect that: (A) the Engineering Consultants are a firm of professional consultants, (B) the Engineering Consultants consent to the use of their name in the Official Statement and the inclusion therein of the Engineering Report as Appendix B thereto, (C) the information in the Official Statement, including Appendix B thereto, relating to the Engineering Consultants, the Engineering Report and the System is correct in all material respects and does not omit any material statement,which in their opinion, should be included or referred to therein. (xvii) [Reserved]. (xviii) The statement of an independent certified public accountant required pursuant to Section 5.02 of the Resolution. (xix) Verification Report of Causey Demgen& Moore Inc. (xx) A certificate of Burton & Associates, Jacksonville Beach, Florida (the "Feasibility Consultants") to the effect that: (A) the Feasibility Consultants consent to the use of their name in the Official Statement and the inclusion therein of the Financial Feasibility Report as Appendix H thereto, and (B) the information in the Official Statement, including Appendix H thereto, relating to the Feasibility Consultants, the Financial Feasibility Report and the System is correct in all material respects and does not omit any material statement, which in their opinion, should be included or referred to therein. (xxi) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations 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 Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds contained in this Bond Purchase Contract and the Underwriter do not waive such inability in writing, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the Underwriter and neither the Underwriter nor the City shall be under any further {0R605707;5} 12 obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 9 hereof shall continue in full force and effect. 9. Expenses. The Underwriter 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 2003 Bonds; (c) the fees and disbursements of Bond Counsel; (d) the fees and disbursements of the City's certified public accountants and verification agent; (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, the Engineering Consultants, the Feasibility Consultants and of their respective counsel, if any; and (h) the costs of preparing, printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriter 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 Underwriter; (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 2003 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, to the attention of the City Manager, and any such notice or other communication to be given to the Underwriter may be mailed to William R. Hough& Co., One Independence Drive, Suite 3204, Jacksonville, Florida 32202 to the Attention of Mitch Owens, Senior Vice President. 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the City and the Underwriter 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 2003 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 Underwriter may be waived by the Underwriter, in their sole discretion, and the approval of the Underwriter 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 Underwriter and delivered to you. {0R605707,5) 13 13. No Liability. Neither the City Commission, nor any of the members thereof, nor the City, or any officer, agent, employee, consultants or attorney thereof, shall be charged personally by the Underwriter with any liability, or held liable to the Underwriter 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] {0R605707;5) 14 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 Underwriter with respect to the purchase and sale of the Series 2003 Bonds. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, WILLIAM R. HOUGH& CO. iewi.JA: 4r . By: J• Name: fat/ 4: G- 50A vn �( /44/viTitle: j42Si Vee Par,8E/fir Ark CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor Executed on: November 25, 2003 Attest: 4 A4 I ean Grafton, City r lerk (SEAL) FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON NOVEMBER 18,2003 LEGALITY THIS .5 DAY OF UNDER AGENDA ITEM NO. V.A. N V1,40V t,- , 2003 FOLEY LARDNER By: G .c� z g4,14/ City Attorney {0R605707,5) 15 EXHIBIT A TERMS OF SERIES 2003 BONDS MATURITY SCHEDULE $2,830,000 Series 2003 Serial Bonds Maturity Principal (October 1) Amount Interest Rate Yield 10/01/2004 $ 55,000.00 2.000% 1.150% 10/01/2005 165,000.00 2.000% 1.380% 10/01/2006 170,000.00 2.000% 1.710% 10/01/2007 175,000.00 2.000% 2.030% 10/01/2008 175,000.00 2.500% 2.380% 10/01/2009 180,000.00 2.750% 2.640% 10/01/2010 185,000.00 2.900% 2.930% 10/01/2011 190,000.00 3.200% 3.210% 10/01/2012 200,000.00 3.400% 3.460% 10/01/2013 205,000.00 3.500% 3.620% 10/01/2014 210,000.00 3.625% 3.750% 10/01/2015 215,000.00 3.750% 3.890% 10/01/2016 225,000.00 4.000% 4.020% 10/01/2017 235,000.00 4.000% 4.120% 10/01/2018 245,000.00 4.000% 4.220% $1,395,000.00-4.50% - Term Bonds Due October 1, 2023 -Yield 4.640% $3,160,000.00-4.50% -Term Bonds Due October 1, 2028 -Yield 4.810% $6,410,000.00-5.125% -Term Bonds Due October 1, 2033 -Yield 4.700% (Plus Accrued Interest from December 1,2003) Optional Redemption The Series 2003 Bonds maturing on or prior to October 1, 2013, are not subject to redemption prior to their respective maturities. The Series 2003 Bonds maturing on or after October 1, 2014, are subject to redemption prior to maturity on or after October 1, 2013 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 equal to the par amount thereof, plus accrued interest to the redemption date. Mandatory Redemption The Series 2003 Bonds which mature on October 1, 2023, are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal {0R605707,5) A-1 amount thereof plus interest accrued to the redemption date, beginning on October 1, 2019, and on each October 1 thereafter, in the following principal amounts in the years specified: Year Principal Amount 2019 $255,000 2020 265,000 2021 280,000 2022 290,000 2023 305,000* *Maturity The Series 2003 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, 2024, and on each October 1 thereafter, in the following principal amounts in the years specified: Year Principal Amount 2024 $320,000 2025 330,000 2026 345,000 2027 1,060,000 2028 1,105,000* *Maturity The Series 2003 Bonds which mature on October 1, 2033, 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, 2029, and on each October 1 thereafter, in the following principal amounts in the years specified: Year Principal Amount 2029 $1,155,000 2030 1,215,000 2031 1,280,000 2032 1,345,000 2033 1,415,000* *Maturity {0R605707;5} A-2 EXHIBIT B DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT November 25, 2003 Mayor and Members of the City Commission City of Ocoee, Florida Re: $13,795,000 City of Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of $13,795,000 in aggregate amount of its Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), William R. Hough & Co. as representative of the underwriters set forth on the cover of the Official Statement for the Series 2003 Bonds (collectively, the "Underwriter") is underwriting a public offering of the Series 2003 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 2003 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the purchase and re-offering of the Series 2003 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 2003 Bonds. (c) The underwriting spread, the difference between the price at which the Series 2003 Bonds will be initially offered to the public by the Underwriter and the price to be paid to the City for the Series 2003 Bonds, exclusive of accrued interest, will be $7.14 per $1,000 of Series 2003 Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriter will charge a management fee of$0.75 per$1,000 of Series 2003 Bonds issued. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Series 2003 Bonds to any person not {0R605707;5) B-1 regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386, Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in paragraph(a) above. (0 The name and address of the Underwriter is: William R. Hough& Co. One Independence Drive, Suite 3204 Jacksonville, Florida 32202 The purpose of the following paragraphs is 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 $13,795,000 of the Series 2003 Bonds for the principal purposes of providing sufficient monies to (i) refund all or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii) expand the capacity of and construct and acquire other improvements to the City's water and sewer system, (iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy premium. 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 will be $14,516,143.77. (b) The source of repayment or security of the Series 2003 Bonds is the Pledged Funds as defined in the Resolution. Authorizing this debt will result in an average of approximately $949,083 of such Pledged Funds not being available to finance other services of the City each year for approximately 30 years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Series 2003 Bonds. Very truly yours, WILLIAM R. HOUGH& CO By: q. Name: JKt4 - 4. vy2-J f - Title: 6e.f r {M605707,5} B-2 SCHEDULE I UNDERWRITER'S ESTIMATED EXPENSES Underwriter's Counsel $17,500.00 Day Loan 551.80 Dalcomp Municipal Wire Service 827.70 CUSIP/DTC 275.90 PSA 413.85 Communications 1,500.00 Total $21,069.25 {0R605707;5} B-3