HomeMy WebLinkAboutItem 19 Capital Improvement Revenue Bonds, Series 2020, Not to Exceed $13.5 MillionAGENDA ITEM COVER SHEET
Meeting Date: October 6, 2020
Contact Name: Robert Frank
Contact Number: X1500
Item # iq
Reviewed By.-
Department
y:Department Director:
City Manager: Robert
Improvement Revenue Bonds, Series 2020 - Resolution
Background Summary:
The City previously issued Capital Improvement Revenue Bonds Series 2017 in part to finance the design and
construction of a new City Hall complex. Subsequently, due to increased costs of construction and revisions to
the design criteria, the City has determined it is necessary to provide for an additional $13 million in construction
funds to complete the City Hall project. To meet that need the City will need to issue approximately $13 million in
Capital Improvement Revenue Bonds, Series 2020. The Series 2020 Bonds will be issued on a parity basis (equal
lien) with the Series 2017 Bonds. The Series 2017 and the 2020 Bonds are rated AA+ from Fitch Ratings and AA
from Standard and Poor's Rating Service.
The attached Capital Improvement Revenue Bond Series 2020 Resolution authorizes the City Manager to award
the sale of the bonds, based on the recommendation of the Financial Advisor based on certain parameters
provided for in the Resolution. Exhibits to the Resolution include drafts of the Preliminary Official Statement, the
Bond Purchase Contract and the Continuing Disclosure Agreements
Issue:
Should the Commission approve the Capital Improvement Revenue Bond Series 2020 Resolution authorizing
the issuance of the Series 2020 Bonds, allowing the City to move forward with supplemental funding to complete
the City Hall project?
Recommendations
Staff recommends the Commission approve the Capital Improvement Bond Series 2020 Resolution, allowing the
City to move forward with supplemental funding to complete the City Hall project?
Attachments:
Resolution
Financial Impact:
An additional $13 million funding has been added to the 2021 budget and appropriated for the completion of the
City Hall project. The expected annual Debt Service on the Bonds is $720,000.
Type of Item: (please mark with an "x")
Public Hearing
Ordinance First Reading
Ordinance Second Reading
Resolution
Commission Approval
Discussion & Direction
_ Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
For Clerk's Dent Use:
X Consent Agenda
Public Hearing
Regular Agenda
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by () N/A
RESOLUTION NO. 2020-
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 2017-005 ADOPTED ON
MARCH 21, 2017; AUTHORIZING AND APPROVING THE
ISSUANCE OF NOT TO EXCEED $13,500,000 CAPITAL
IMPROVEMENT REVENUE BONDS, SERIES 2020 FOR THE
PURPOSES DESCRIBED HEREIN; AUTHORIZING THE SALE
THEREOF TO RBC CAPITAL MARKETS, LLC, AND
DELEGATING TO THE CITY MANAGER THE AUTHORITY TO
AWARD THE SALE OF THE BONDS TO SUCH UNDERWRITER
PURSUANT TO A NEGOTIATED SALE SUBJECT TO THE
CONDITIONS AND TERMS SET FORTH HEREIN AND IN SUCH
PURCHASE CONTRACT; APPROVING THE FORM OF SUCH
PURCHASE CONTRACT, THE PRELIMINARY OFFICIAL
STATEMENT AND THE CONTINUING DISCLOSURE
CERTIFICATE; AUTHORIZING THE EXECUTION AND
DELIVERY OF SUCH PURCHASE CONTRACT, THE FINAL
OFFICIAL STATEMENT AND SUCH CONTINUING
DISCLOSURE CERTIFICATE; APPOINTING A PAYING AGENT
AND REGISTRAR; AUTHORIZING OTHER REQUIRED
ACTIONS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission') of the City of Ocoee, Florida (the
"Issuer") has, pursuant to a resolution adopted on March 21, 2017 (the "Master Resolution' and,
as supplemented hereby, the "Resolution'), previously issued its $39,415,000 City of Ocoee,
Florida Capital Improvement Revenue and Refunding Bonds, Series 2017 (the "Series 2017
Bonds") for the purpose of, among others, financing the Cost of the Initial Project; and
WHEREAS, the Commission now desires to adopt this resolution in order to provide for
the issuance of its not to exceed $13,500,000 Capital Improvement Revenue Bonds, Series 2020
(the "Series 2020 Bonds") in order to provide additional proceeds to finance the Initial Project
(particularly, the completion of the City Hall Relocation portion of the Initial Project, as further
described in the Preliminary Official Statement attached hereto as Exhibit B (the "2020 Project'));
and
WHEREAS, RBC Capital Markets, LLC (the "Underwriter") has indicated that it is willing
to enter into the hereinafter defined Purchase Contract with the Issuer pursuant to which the
Underwriter will agree to purchase the Series 2020 Bonds; and
WHEREAS, due to the present volatility of the market for tax-exempt public obligations
such as the Series 2020 Bonds, the need to access such market very quickly, the willingness of the
Underwriter to purchase the Series 2020 Bonds at interest rates favorable to the Issuer, and the
critical importance of timing of the sale of the Series 2020 Bonds, the Issuer has determined to sell
the Series 2020 Bonds through a negotiated sale to the Underwriter, and it is hereby determined
that it is in the best interest of the public and the Issuer to delegate to the City Manager or his
designee the authority to fix the final details of the Series 2020 Bonds, based upon the advice of
the Financial Advisor and the Issuer's Finance Director, and accept the offer of the Underwriter
to purchase the Series 2020 Bonds at a negotiated sale pursuant to the terms of a Purchase
Contract, the form of which is attached hereto as Exhibit A (the "Purchase Contract"), if certain
conditions set forth in this resolution are satisfied; and
WHEREAS, prior to acceptance by the Issuer of the offer of the Underwriter to purchase
the Series 2020 Bonds, the Underwriter will provide the Issuer with all applicable disclosure
information required by Section 218.385, Florida Statutes, to be attached to, or otherwise included
as part of, the Purchase Contract; and
WHEREAS, the Series 2020 Bonds are being issued to (i) finance and/or reimburse all or a
portion of the Costs of the 2020 Project, and (ii) paying certain costs of issuance of the Series 2020
Bonds; and
WHEREAS, the Issuer has determined it to be in its best interests and to serve a public
purpose to provide in this resolution for the issuance of the Series 2020 Bonds for the purposes
heretofore stated, and this resolution shall constitute a Supplemental Resolution for purposes of
the Master Resolution; and
WHEREAS, the Series 2020 Bonds will be secured by alien on the Pledged Funds on a
parity basis with the Series 2017 Bonds and, upon issuance of the Series 2020 Bonds, the Pledged
Funds will not be pledged or encumbered in any manner except in favor of the Series 2017
Bondholders and the Series 2020 Bondholders, in accordance with the terms of the Master
Resolution; and
WHEREAS, in connection with the offering and sale of the Series 2020 Bonds, the Issuer
desires to approve the distribution of the Preliminary Official Statement, a form of which is
attached hereto as Exhibit B, and delegate to (i) the City Manager the authority to deem the
Preliminary Official Statement "final" for purposes of Rule 15c2-12 of the Securities and Exchange
Commission (the "Rule"), and (if) the Mayor and City Manager the authority to execute and
deliver a final Official Statement with respect to the Series 2020 Bonds (the "Official Statement");
and
WHEREAS, following the receipt of bids from various financial institutions and the
recommendation of the Financial Advisor, the Issuer desires to appoint Regions Bank,
Jacksonville, Florida, as registrar and paying agent with respect to the Series 2020 Bonds (the
"Registrar and Paying Agent") and approve the form of and authorize the execution and delivery
of a Registrar and Paying Agent Agreement, a form of which is attached hereto as Exhibit D (the
"Registrar and Paying Agent Agreement'); and
WHEREAS, in connection with its continuing disclosure obligations under the Rule, the
Issuer desires to approve the form of, and authorize the execution and delivery of, a Continuing
Disclosure Certificate, a form of which is attached hereto as Exhibit C (the "Continuing Disclosure
Certificate'); and
NOW, THEREFORE, BE IT RESOLVED by the Commission of the City of Ocoee, Florida,
that:
SECTION 1. Authority for this Resolution. This resolution is adopted pursuant to the
provisions of the Act and the Master Resolution.
SECTION 2. Definitions. All capitalized undefined terms used herein shall have the
meanings ascribed thereto in the Master Resolution or in the recitals above. In addition, the
following terms, unless the context otherwise requires, shall have the meanings specified in this
Section. Words importing singular number shall include plural number in each case and vice
versa, and words importing persons shall include firms and corporations.
"Depository Participant" shall mean any broker-dealer, bank or other financial institution
for which DTC holds Series 2020 Bonds from time to time as securities depositary.
"DTC" shall mean the Depository Trust Company.
"Indirect Participant" shall mean any person on behalf of whom a Depository Participant
holds an interest in the Series 2020 Bonds.
"Letter of Representation" shall mean the blanket letter of representation executed by the
City Manager and dated October 6, 2020.
SECTION 3. Approval of Issuance of Series 2020 Bonds; Terms of Series 2020 Bonds. The
Issuer hereby delegates to the City Manager the authority to determine the final terms of the
Series 2020 Bonds, based upon the advice of the Financial Advisor, including (i) the dated date;
(ii) the principal amount and whether the Series 2020 Bonds shall be issued as Serial Bonds and/or
Term Bonds; (iii) the maturity dates and amounts; (iv) the interest rates, prices, yields, and
Interest Dates; (v) the optional redemption features, if any; (vi) the Amortization Installments and
other mandatory redemption features, if any; (vii) the sale date and the delivery date; and (viii)
all other details of the Series 2020 Bonds. The City Manager is further authorized to take such
further action as shall be required for carrying out the purposes of the Resolution, all with respect
to the Series 2020 Bonds. All covenants contained in the Master Resolution with respect to the
Bonds shall be applicable to the Series 2020 Bonds.
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SECTION 4. Award of Sale of the Series 2020 Bonds; Execution of Purchase Contract. Due
to the willingness of the Underwriter to purchase the Series 2020 Bonds at interest rates favorable
to the Issuer, the present volatility of the market for tax-exempt public obligations such as the
Series 2020 Bonds and the critical importance of timing of the sale of the Series 2020 Bonds, the
Issuer hereby approves the negotiated sale of the Series 2020 Bonds to the Underwriter and
delegates to the City Manager or his designee the authority to accept the offer of the Underwriter
to purchase the Series 2020 Bonds and to execute and deliver, on behalf of the Issuer, the Purchase
Contract in the form attached hereto as Exhibit A, which form is hereby approved.
Notwithstanding the foregoing, the City Manager or his designee shall not have the authority to
execute the Purchase Contract unless the City Manager or his designee shall have received from
the Underwriter (i) all applicable disclosure information required by Section 218.385, Florida
Statutes, and (ii) such other information as the City Manager or his designee shall deem necessary,
upon the advice of the Financial Advisor, which demonstrates to the City Manager or his designee
that (A) the aggregate principal amount of the Series 2020 Bonds is not in excess of $13,500,000,
(B) the Series 2020 Bonds shall be subject to optional redemption no later than October 1, 2030,
the final maturity of the Series 2020 Bonds is not later than October 1, 2046, (C) the underwriting
discount is not greater than 0.75% of the original principal amount of the Series 2020 Bonds, and
(D) the true interest cost rate on the Series 2020 Bonds is not greater than 4.00%.
All actions of the City Manager or his designee taken pursuant to the authority contained
in Sections 3 and 4 of this resolution shall be evidenced by the execution of the Purchase Contract
by the City Manager or his designee and delivery of the Purchase Contract to the City Clerk for
filing with the City Clerk. The execution and delivery of the Purchase Contract shall constitute
complete evidence of the actions of the appropriate City officials, as described herein, and shall
constitute the action of the Issuer. Subject to satisfaction of the conditions in this Section 4, the
City Manager or his designee is hereby authorized and directed to execute, and the City Clerk is
hereby authorized to attest under seal, the Purchase Contract. The execution and delivery thereof
in the manner described in the preceding sentence shall constitute complete approval of such
Purchase Contract by the Issuer, including any changes to the form attached hereto as Exhibit A,
and shall be deemed to be a part of this instrument as fully and to the same extent as if
incorporated verbatim herein.
The Series 2020 Bonds shall be issued under and secured by the Resolution and shall be
executed and delivered in the manner as set forth in the Master Resolution, with such additional
changes and insertions therein as conform to the provisions of the Purchase Contract, and such
execution and delivery shall be conclusive evidence of the approval thereof by such officers.
SECTION 5. Authorization of Series 2020 Bonds. Subject and pursuant to the provisions
hereof, obligations of the Issuer to be known as "Capital Improvement Revenue Bonds, Series
2020" are authorized to be issued in the aggregate principal amount of not to exceed $13,500,000.
The Series 2020 Bonds are being issued as Additional Bonds pursuant to the terms of the Master
Indenture.
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SECTION 6. Book Entry System. The City Manager is hereby authorized to execute the
Letter of Representation with DTC. It is intended that the Series 2020 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 2020 Bonds shall be initially issued in the form of a single fully
registered Series 2020 Bond for each maturity. Upon initial issuance, the ownership of such Series
2020 Bonds shall be registered by the Registrar and Paying Agent in the name of Cede & Co., as
nominee for DTC. With respect to Series 2020 Bonds registered by the Registrar and Paying Agent
in the name of Cede & Co., as nominee of DTC, the Issuer and the Registrar and Paying Agent
shall have no responsibility or obligation to any Depository Participant or to any Indirect
Participant. Without limiting the immediately preceding sentence, the Issuer and the 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 2020 Bonds, (b) the delivery to any Depository Participant or any Indirect Participant
or any other person, other than a registered owner of a Series 2020 Bond as shown in the bond
register, of any notice with respect to the Series 2020 Bonds, including any notice of redemption,
if applicable, or (c) the payment to any Depository Participant or Indirect Participant or any other
person, other than a registered owner of a Series 2020 Bond as shown in the bond register, of any
amount with respect to principal of, premium, if any, or interest on, if applicable, the Series 2020
Bonds. No person other than a registered owner of a Series 2020 Bond as shown in the bond
register shall receive a Series 2020 Bond certificate with respect to any Series 2020 Bond. Upon
delivery by DTC to the Registrar and Paying Agent 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 2020 Bonds appearing as registered owners in the registration books maintained
by the Registrar and Paying Agent at the close of business on a regular record date, the name
"Cede & Co." in this resolution shall refer to such new nominee of DTC.
In the event that (a) the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the Letter of Representation, (b) the agreement among
the Issuer, the Registrar and Paying Agent and DTC evidenced by the Letter of Representation
shall be terminated for any reason or (c) the Issuer determines that it is in the best interests of the
beneficial owners of the Series 2020 Bonds that they be able to obtain certificated Series 2020
Bonds, the Issuer shall notify DTC of the availability through DTC of Series 2020 Bond certificates
and the Series 2020 Bonds shall no longer be restricted to being registered in the bond register in
the name of Cede & Co., as nominee of DTC, but only in accordance with the Letter of
Representation. At that time, the Issuer may determine that the Series 2020 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 Issuer, or such depository's agent or his designee, and
if the Issuer does not select such alternate universal book -entry system, then the Series 2020 Bonds
may be registered in whatever name or names registered owners of Series 2020 Bonds transferring
or changing Series 2020 Bonds designate, in accordance with the provisions hereof.
Notwithstanding any other provision of the Resolution to the contrary, so long as any Series 2020
Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
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principal of, premium, if any, and interest on, if applicable, such Series 2020 Bond and all notices
with respect to such Series 2020 Bond shall be made and given, respectively, in the manner
provided in the Letter of Representation.
As long as any Series 2020 Bonds are outstanding in book -entry form, the provisions of
the Resolution inconsistent with such system of book -entry registration shall not be applicable to
such Series 2020 Bonds, and the Issuer covenants to cause adequate records to be kept with
respect to the ownership of any Series 2020 Bonds issued in book -entry form or the beneficial
ownership of Series 2020 Bonds issued in the name of a nominee.
SECTION 7. Application of Series 2020 Bond Proceeds.
The proceeds, including any accrued interest received from the sale of the Series 2020
Bonds, shall be applied by the Issuer as follows:
1. Accrued interest, if any, shall be deposited in the Interest Account in the Debt
Service Fund, and shall be used only for the purpose of paying interest to become due on the
Series 2020 Bonds.
2. The Issuer shall pay all costs and expenses in connection with the preparation,
issuance and sale of the Series 2020 Bonds.
3. The balance of said proceeds shall be deposited in the Construction Fund to be
used to pay all or a portion of the Costs of the 2020 Project. Pursuant to the Master Resolution,
the proceeds of the Series 2020 Bonds deposited into the Construction Fund shall, until applied
to the Cost of the 2020 Project, be held in trust by the Issuer and shall be subject to alien and
charge in favor of the Holders of the Series 2020 Bonds and for the further security of such Holders
and shall not be subject to a lien or provide further security to the Holders of any other Series of
Bonds issued pursuant to the Master Resolution.
SECTION 8. Reserve Account. The Reserve Account Requirement for the Series 2020
Bonds shall be zero, based upon the advice of the Financial Advisor. The Issuer may establish an
account or accounts in the Reserve Account to secure any Additional Bonds, with details to be
established in the Supplemental Resolution which authorizes such Additional Bonds.
SECTION 9. Approval of Distribution of Preliminary Official Statement and
Authorization of Final Official Statement. The preparation and distribution of the Preliminary
Official Statement relating to the Series 2020 Bonds, in the form attached hereto as Exhibit B, is
hereby approved and authorized. The City Manager is hereby authorized to execute and deliver
a certificate of the Issuer which deems such Preliminary Official Statement "final' within the
contemplation of the Rule. Such Preliminary Official Statement is hereby authorized to be used
and distributed in connection with the sale and marketing of the Series 2020 Bonds. The
distribution of the final Official Statement relating to the Series 2020 Bonds is hereby authorized,
and the execution and delivery of such Official Statement by the Mayor and City Manager is
hereby authorized, which execution and delivery shall constitute complete evidence of the
approval of such final Official Statement by the Issuer.
SECTION 10. Appointment of Registrar and Paying Agent; Authorization of Execution
and Delivery of Registrar and Paying Agent Agreement. Regions Bank, Jacksonville, Florida is
hereby appointed to serve as Registrar and Paying Agent with respect to the Series 2020 Bonds.
The Registrar and Paying Agent shall perform such duties as are more fully described in the
Resolution and the Registrar and Paying Agent Agreement, the form of which is attached hereto as
Exhibit D to be entered into with the Issuer in connection with the Series 2020 Bonds.
The Registrar and Paying Agent shall fulfill such functions with respect to the Registrar and
Paying Agent Agreement until a qualified successor shall have been designated by the Issuer and
accepts such duties, such designation to be subject to written notice to the Registrar and Paying
Agent, or until the Series 2020 Bonds have been paid in full pursuant to the Resolution.
The Registrar and Paying Agent Agreement shall be executed in the name of the Issuer by
the Mayor, such signatures to be attested to and countersigned by the City Clerk, the official seal
of the Issuer to be imprinted thereon, with such additional changes and insertions therein as are
subsequently approved, and such execution and delivery shall be conclusive evidence of the
approval thereof by such officers.
SECTION 11. Continuing Disclosure. The Issuer hereby covenants and agrees that, in
order to assist the Underwriter in complying with the continuing disclosure requirements of the
Rule with respect to the Series 2020 Bonds, it will comply with and carry out all of the provisions
of the Continuing Disclosure Certificate to be executed by the Issuer prior to the time the Issuer
delivers the Series 2020 Bonds to the Underwriter, as may be amended from time to time in
accordance with the terms thereof. The form of the Continuing Disclosure Certificate, attached
hereto as Exhibit C is hereby approved and ratified, all of the provisions of which, when executed
and delivered by the Issuer 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. Notwithstanding any other
provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure
Certificate shall not be considered an event of default under the Resolution. However, the
Continuing Disclosure Certificate shall be enforceable by the Series 2020 Bondholders in the event
that the Issuer fails to cure a breach thereunder within a reasonable time after written notice from
a Series 2020 Bondholder to the Issuer that a breach exists. Any rights of the Series 2020
Bondholders to enforce the provisions of this covenant shall be on behalf of all Series 2020
Bondholders and shall be limited to a right to obtain specific performance of the Issuer's
obligations thereunder.
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The Continuing Disclosure Certificate shall be executed in the name of the Issuer by the
Mayor, attested to and countersigned by the City Clerk under seal, with such additional changes
and insertions therein as are subsequently approved, and such execution and delivery shall be
conclusive evidence of the approval thereof by such officers.
Hilltop Securities Inc. is hereby appointed Dissemination Agent pursuant to the
Continuing Disclosure Certificate.
SECTION 12. Prior Resolutions. All prior resolutions of the Issuer inconsistent with the
provisions of the Master Resolution are hereby amended and supplemented to conform with the
provisions herein contained and, except as may otherwise amended and supplemented hereby,
the Master Resolution shall remain in full force and effect.
SECTION 13. No Personal Liability. Neither the members of the Commission nor any
person executing the Series 2020 Bond shall be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance thereof.
SECTION 14. General Authority. The Mayor, the City Manager, the Finance Director, the
City Clerk, the City Attorney and any other proper officials of the Issuer are hereby authorized
to do all acts and things required of them by this resolution, the Master Resolution, the Series
2020 Bonds, or any other agreement or contract relating to the Series 2020 Bonds, or that may
otherwise be desirable or consistent with accomplishing the full, punctual and complete
performance of all the terms, covenants and agreements contained in any of the foregoing and
each member, employee, attorney and officer of the Issuer is hereby authorized and directed to
execute and deliver any and all papers and instruments, including without limitation tax returns,
non -arbitrage certificates, and various other certificates, and to cause to be done any and all acts
and things necessary or proper for carrying out the transactions contemplated thereby.
SECTION 15. Severabflity and Invalid Provisions. If any one or more of the covenants,
agreements or provisions herein contained shall be held contrary to any express provision of law
or contrary to the policy of express law, but not expressly prohibited or against public policy, or
shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions
shall be null and void and shall be deemed separable from the remaining covenants, agreements
or provisions and shall in no way affect the validity of the other provisions hereof or of the Series
2020 Bonds.
SECTION 16. No Third Party Beneficiaries. Except such other Persons as may be
expressly described in the Resolution or in the Series 2020 Bonds, nothing in the Resolution or in
the Series 2020 Bonds, expressed or implied, is intended or shall be construed to confer upon any
Person, other than the Issuer, the Series 2020 Bondholders, any right, remedy or claim, legal or
equitable, under and by reason of the Resolution or of the Series 2020 Bonds, or any provisions
thereof, all provisions thereof being intended to be and being for the sole and exclusive benefit of
the Issuer, the Persons who shall from time to time be the Series 2020 Bondholders.
SECTION 17. Master Resolution to Continue in Force. The Master Resolution and all the
terms and provisions thereof, are and shall remain in full force and effect.
SECTION 18. Effective Date. This Resolution shall become effective immediately upon
its adoption as provided by law.
Passed and Adopted this 6th day of October, 2020, at a regular meeting duly called and
held.
(SEAL)
ATTEST:
Melanie Sibbitt, City Clerk
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE, APPROVED AS TO FORM
AND LEGALITY, THIS DAY OF
OCTOBER, 2020.
CITY ATTORNEY
E
CITY COMMISSION OF THE CITY OF
OCOEE, FLORIDA
Rusty Johnson, Mayor
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
OCTOBER 6, 2020 UNDER AGENDA ITEM
NO.
EXHIBIT A
Form of Purchase Contract
EXHIBIT B
Form of Preliminary Official Statement
EXHIBIT C
Form of Continuing Disclosure Certificate
EXHIBIT D
Form of Registrar and Paying Agent Agreement
DRAFT -3
GrayRobinson, P.A.
September 24, 2020
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020
PURCHASE CONTRACT
,2020
City Commission of City of Ocoee
150 N. Lakeshore Drive
Ocoee, Florida 34761
Ladies and Gentlemen:
On the basis of the representations, warranties, and covenants, and upon the terms and
conditions, contained in this Purchase Contract (the "Contract"), the undersigned, RBC Capital
Markets, LLC (the "Underwriter"), offers to enter into this Contract with the City of Ocoee, Florida
(the "Issuer"), subject to written acceptance hereof by the Issuer at or before 7:00 p.m., New York
time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter
upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer.
1. Purchase and Sale. Upon the terms and conditions and in reliance on the
representations, warranties, covenants and agreements set forth herein, the Underwriter hereby
agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the
Underwriter, all (but not less than all) of the $ aggregate principal amount of the City
of Ocoee, Florida Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds").
The Issuer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of
the Issuer, but rather is acting solely in its capacity as Underwriter for its own account, as more
particularly set forth in Section 17 hereof.
The Series 2020 Bonds shall be dated as of the date of their delivery, and shall be payable
in the years and principal amounts, bear such rates of interest and be subject to redemption, all as
set forth in Exhibit A attached hereto. Interest on the Series 2020 Bonds is payable semi-annually
on April 1 and October 1 of each year, commencing 1, 20 . The purchase price for
the Series 2020 Bonds shall be $ (representing the par amount of the Series 2020 Bonds
[plus/less a net bond premium/discount of $ and] less an Underwriter's discount of
The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto
as Exhibit B.
The Series 2020 Bonds are payable from and secured by a pledge of and lien on the Pledged
Funds, which consist of the Pledged Revenues and, until applied in accordance with the provisions
of the hereinafter -defined Resolution, all moneys, including investments thereof, in the funds and
accounts established thereunder. "Pledged Revenues" consist of the Half -Cent Sales Tax
Revenues, Communications Services Tax Revenues, and Public Services Tax Revenues (as each
of the foregoing is defined in the hereinafter Resolution).
The Series 2020 Bonds are being issued under the authority of, and in full compliance with,
the Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida
Statutes, Chapter 218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212,
Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant to
Resolution No. 2017-005 of the City Commission of the City (the "City Commission"), adopted
on March 21, 2017, as amended and supplemented from time to time, particularly as supplemented
by Resolution No. 2020- adopted on , 2020 (collectively, the "Resolution"). All
capitalized terms not defined herein shall have the meanings ascribed thereto in the Resolution.
The Series 2020 Bonds are being issued to (i) finance and/or reimburse all or a portion of
the 2020 Project (as defined in the Resolution), and (ii) pay the cost of issuing the Series 2020
Bonds.
2. Delivery of Official Statement and Other Documents.
(a) Prior to the date hereof, the Issuer has provided to the Underwriter for its
review the Preliminary Official Statement dated , 2020, that the Issuer deemed
"final" as required by Rule 15c2-12 of the Securities and Exchange Commission ("Rule
15c2-12" or the "Rule") as of its date (the "Preliminary Official Statement"), except for
certain permitted omissions (the "Permitted Omissions"), as contemplated by the Rule in
connection with the pricing of the Series 2020 Bonds. The Underwriter has reviewed the
Preliminary Official Statement prior to the execution of this Contract. The Issuer hereby
confirms that the Preliminary Official Statement was "final" as of its date, except for the
Permitted Omissions.
(b) The Issuer shall deliver, or cause to be delivered, at its expense, to the
Underwriter within seven (7) business days after the date hereof, and at least three (3)
business days prior to the date the Series 2020 Bonds are delivered to the Underwriter, or
within such other period as may be prescribed by the Municipal Securities Rulemaking
Board ("MSRB") in order to accompany any confirmation that requests payment from any
customer, the number of copies, in form and substance satisfactory to the Underwriter, of
the final Official Statement (the "Official Statement") that the Underwriter shall notify the
Issuer is reasonably necessary. "Reasonably necessary" shall mean, at a minimum, the
number that shall be sufficient to enable the Underwriter to comply with the requirements
of Rule 15c2-12, all applicable rules of the MSRB, and to fulfill their duties and
responsibilities under Florida and federal securities laws generally.
The Underwriter agrees to file the Official Statement with the MSRB's Electronic
Municipal Market Access System ("EMMA") at http://emma.msrb.org portal.
The Issuer authorizes, or ratifies as the case may be, the use and distribution by the
Underwriter of the Preliminary Official Statement, the Official Statement and the
Resolution in connection with the public offering and sale of the Series 2020 Bonds. The
Underwriter agrees that they will not confirm the sale of any Series 2020 Bonds unless the
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confirmation of sale requesting payment is accompanied or preceded by the delivery of a
copy of the Official Statement.
(c) From the date hereof until the earlier of (i) ninety days from the "end of the
underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement
is available to any person on EMMA (but in no case less than 25 days following the end of
the underwriting period), if any event occurs which may make it necessary to amend or
supplement the Official Statement in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, the Issuer shall notify the
Underwriter and if, in the reasonable opinion of the Issuer or the reasonable opinion of the
Underwriter, such event requires the preparation and publication of an amendment or
supplement to the Official Statement, the Issuer, at its expense (unless such event was
caused by the Underwriter), promptly will prepare an appropriate amendment or
supplement thereto (and file, or cause to be filed, the same with EMMA, and mail such
amendment or supplement to each registered owner of Series 2020 Bonds) so that the
statements in the Official Statement as so amended or supplemented will not, in light of
the circumstances under which they were made, be misleading, in a form and in a manner
reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter
of the occurrence of any event of which it has knowledge, which, in its reasonable opinion,
is an event described in the preceding sentence. The amendments or supplements that may
be authorized for use with respect to the Series 2020 Bonds are hereinafter included within
the term "Official Statement." Unless the Underwriter shall provide written notice to the
Issuer on , 2020 (date of the "Closing") that the Underwriter retains directly, or
as a member of an underwriting syndicate, an unsold balance of the Series 2020 Bonds, the
end of the underwriting period shall be the date of Closing, but in no event later than 90
days after the Closing.
3. Representations of the Underwriter. The Underwriter is duly authorized to execute
this Contract. Neither the Underwriter nor any "persons" or "affiliates" thereof have been on the
'convicted vendor list' during the past 36 months as all such teims are defined in Section 287.133,
Florida Statutes.
4. Public Offering.
(a) The Underwriter agrees to make a bona fide initial offering to the public
(excluding bond houses, brokers or similar persons or organizations acting in the capacity
of underwriters or wholesalers) of all of the Series 2020 Bonds at not in excess of the initial
public offering price or prices (or not below the yields) set forth on the inside cover page
of the Official Statement. If such public offering does not result in the sale of all the Series
2020 Bonds, the Series 2020 Bonds may be offered and sold to certain dealers (including
dealers depositing such Series 2020 Bonds into investment trusts) at prices lower than such
public offering prices, and such public offering prices may be changed, from time to time,
by the Underwriter.
(b) The Underwriter agrees to assist the Issuer in establishing the issue price of
the Series 2020 Bonds and shall execute and deliver to the Issuer on the Closing Date (as
hereinafter defined) an "issue price" or similar certificate, together with reasonable
supporting documentation for such certification, such as the supporting pricing wires or
it
equivalent communications, substantially in the form attached hereto as Exhibit A, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the
Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the initial
offering price or prices to the public and the actual sales price or prices or of the Series
2020 Bonds.
(c) Except as otherwise set forth in Exhibit A, the Issuer will treat the first price
at which 10% of each maturity of the Series 2020 Bonds (the "10% test") is sold to the
public as the issue price of that maturity (if different interest rates apply within a maturity,
each separate CUSIP number within that maturity will be subject to the 10% test). If at
that time the 10% test has not been satisfied as to any maturity of the Series 2020 Bonds,
the Underwriter agrees to promptly report to the Issuer the prices at which Series 2020
Bonds of that maturity have been sold by the Underwriter to the public. That reporting
obligation shall continue until either (i) all Series 2020 Bonds of that maturity have been
sold or (ii) the 10% test has been satisfied as to the Series 2020 Bonds of that maturity,
provided that the Underwriter's reporting obligation shall terminate on the Closing Date.
For purposes of this Section, if Series 2020 Bonds mature on the same date but have
different interest rates, each separate CUSIP number within that maturity will be treated as
a separate maturity of the Series 2020 Bonds.
(d) The Underwriter has offered the Series 2020 Bonds to the public on or
before the date of this Purchase Agreement at the offering price or prices (the "initial
offering price"), or at the corresponding yield or yields, set forth in the final Official
Statement, except as otherwise set forth herein. Exhibit A sets forth, as of the date of this
Purchase Agreement, the maturities, if any, of the Series 2020 Bonds for which the 10%
test has not been satisfied and for which the Issuer and the Underwriter agrees that the
restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat
the initial offering price to the public of each such maturity as of the sale date as the issue
price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -
price rule remains applicable to any maturity of the Series 2020 Bonds, the Underwriter
will neither offer nor sell unsold Series 2020 Bonds of that maturity to any person at a price
that is higher than the initial offering price to the public during the period starting on the
sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that
maturity of the Series 2020 Bonds to the public at a price that is no higher than the
initial offering price to the public.
(e) The Underwriter will advise the Issuer promptly after the close of the fifth
(5th) business day after the sale date whether the Underwriter has sold 10% of that maturity
of the Series 2020 Bonds to the public at a price that is no higher than the initial offering
price to the public.
(f) The Underwriter confirms that any selling group agreement relating to the
initial sale of the Series 2020 Bonds to the public, together with the related pricing wires,
contains or will contain language obligating each dealer who is a member of the selling
9
group to (A) report the prices at which it sells to the public the unsold Series 2020 Bonds
of each maturity allotted to it until it is notified by the Underwriter that either the 10% test
has been satisfied as to the Series 2020 Bonds of that maturity or all Securities of that
maturity have been sold to the public and (B) comply with the hold -the -offering -price rule,
if applicable, in each case if and for so long as directed by the Underwriter. The Issuer
acknowledges that, in making the representation set forth in this subsection, the
Underwriter will rely on in the event a selling group has been created in connection with
the initial sale of the Series 2020 Bonds to the public, the agreement of each dealer who is
a member of the selling group to comply with the hold -the -offering -price rule, if applicable,
as set forth in a selling group agreement and the related pricing wires. The Issuer further
acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a
member of a selling group, or of any broker-dealer that is a party to a retail distribution
agreement, to comply with its corresponding agreement regarding the hold -the -offering -
price rule as applicable to the Series 2020 Bonds.
(g) The Underwriter acknowledges that sales of any Series 2020 Bonds to any
person that is a related party to the Underwriter shall not constitute sales to the public for
purposes of this Section. Further, for purposes of this Section:
(i) "public" means any person other than an underwriter or a related
party to an underwriter,
(ii) "underwriter" means (A) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Series 2020 Bonds to the public
and (B) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (A) to participate in the initial sale of the Series
2020 Bonds to the public (including a member of a selling group or a party to a
retail distribution agreement participating in the initial sale of the Series 2020
Bonds to the public), and
(iii) a purchaser of any of the Series 2020 Bonds is a "related party" to
an underwriter if the underwriter and the purchaser are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or the total
value of their stock, if both entities are corporations (including direct ownership by
one corporation of another), (ii) more than 50% common ownership of their capital
interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another), or (iii) more than 50% common
ownership of the value of the outstanding stock of the corporation or the capital
interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
The Underwriter agrees to deliver a certificate of the Underwriter at the Closing in
substantially the form attached hereto as Exhibit C.
5. Good Faith Deposit. The Underwriter has delivered herewith to the Issuer a wire
transfer credited to the order of the Issuer in immediately available federal funds in the aggregate
amount of $ ( Hundred Thousand and 00/00 Dollars)(the "Good
Faith Deposit"), which is being delivered to the Issuer on account of the purchase price of the
Series 2020 Bonds and as security for the performance by the Underwriter of their obligation to
accept and to pay for the Series 2020 Bonds. If the Issuer does not accept this offer, the Good Faith
Deposit shall be immediately returned to the Underwriter by wire transfer credited to the order of
the Underwriter in the amount of the Good Faith Deposit, in federal funds to the Underwriter. In
the event the Closing takes place, the amount of the Good Faith Deposit shall be credited against
the purchase price of the Series 2020 Bonds. In the event of the Issuer's failure to deliver the Series
2020 Bonds at the Closing, or if the Issuer shall be unable at or prior to the Closing to satisfy the
conditions to the obligations of the Underwriter contained in this Contract (unless such conditions
are waived by the Underwriter), or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Contract, the Issuer shall immediately wire to the Underwriter in federal
funds the Good Faith Deposit without interest, and such wire shall constitute a full release and
discharge of all claims by the Underwriter against the Issuer arising out of the transactions
contemplated by this Contract, except that the obligations of the Issuer and the Underwriter set
forth in Paragraph 10 hereof shall continue in full force and effect. In the event that the Underwriter
fails other than for a reason permitted under this Contract to accept and pay for the Series 2020
Bonds upon their tender by the Issuer at the Closing, the amount of the Good Faith Deposit shall
be retained by the Issuer and such retention shall represent full liquidated damages for such failure
and for any and all defaults on the part of the Underwriter and the retention of such funds shall
constitute a full release and discharge of all claims by the Issuer against the Underwriter arising
out of the transactions contemplated by this Contract, except that the obligations set forth in
Paragraph 10 hereof shall continue in full force and effect.
6. Issuer Representations, Warranties, Covenants and Agreements. The Issuer
represents and warrants to and covenants and agrees:
(a) The Issuer is a municipal corporation, duly organized and validly existing
pursuant to the Constitution and laws of the State and is authorized and empowered by law
to issue, sell and deliver the Series 2020 Bonds to the Underwriter as described herein; to
provide funds, together with other legally available funds to undertake the 2020 Project; to
accept this Contract; to execute the Continuing Disclosure Certificate dated as of the date
of the Closing (or such other date as determined by the Issuer), substantially in the form
attached to the Preliminary Official Statement (the "Disclosure Certificate"); to execute the
Official Statement; and to carry out and consummate all other transactions contemplated
by the Official Statement and by each of the aforesaid documents, agreements, resolutions
and ordinances.
(b) By official action of the Issuer taken prior to or concurrently with the
acceptance hereof, the Issuer has duly adopted the Resolution, and the Resolution is in full
force and effect and has not been amended, modified or rescinded; the Issuer has duly
authorized and approved the execution and delivery of, and the performance by the Issuer
of its obligations contained in the Series 2020 Bonds, the Disclosure Certificate and this
Contract, and the consummation by it of all other transactions contemplated by the
Resolution, the Official Statement, the Disclosure Certificate and this Contract to have
been performed or consummated at or prior to the date of Closing, and the Issuer is in
compliance with the provisions of the Resolution.
3
(c) When delivered to the Underwriter in accordance with the terms of this
Contract, the Disclosure Certificate and the Series 2020 Bonds will have been duly and
validly authorized, executed, issued and delivered, the Resolution will have been duly
adopted, and each such instrument will constitute a legal, valid and binding limited
obligation of the Issuer enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies
generally and to general principles of equity, and will be entitled to the benefits of the
Resolution; and the Resolution will provide, for the benefit of the holders, from time to
time, of the Series 2020 Bonds, the legally valid and binding pledge of and lien on the
Pledged Revenues that it purports to create, as set forth in the Resolution.
(d) Except as described in the Official Statement, the Issuer is not in breach of
or default under any applicable constitutional provision, law or administrative regulation
of the State of Florida or the United States, or any agency or department of either, or any
applicable judgment or decree or any loan agreement, indenture, bond, note, resolution,
agreement or other instrument to which the Issuer is a party or to which the Issuer or any
of its properties or other assets is otherwise subject, and, to the best knowledge of the
Issuer, no event has occurred and is continuing which, with the passage of time or the
giving of notice, or both, would constitute a default or event of default under any such
instrument, in any such case to the extent that the same would have a material and adverse
effect upon the business or properties or financial condition of the Issuer including the
Issuer's receipt of the Pledged Revenues in the amounts contemplated by the Official
Statement; and the execution and delivery of the Series 2020 Bonds, the Disclosure
Certificate and this Contract and the adoption of the Resolution and compliance with the
provisions on the Issuer's part contained in each, will not conflict with or constitute a breach
of or default under any constitutional provision, law, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to
which the Issuer is a party or to which the Issuer or any of its properties or other assets is
otherwise subject, nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of
any nature whatsoever upon any of the properties or the assets of the Issuer under the terms
of any such law, regulation or instrument, except as provided or permitted by the Series
2020 Bonds and the Resolution.
(e) The Issuer is not and has not been in default on any obligations issued or
guaranteed by the Issuer at any time on or after December 31, 1975. The Issuer has not
undertaken an independent review or investigation of securities for which it has served as
conduit issuer. The Issuer does not believe that any information about any default on such
securities is appropriate and would be considered material by a reasonable investor in the
Series 2020 Bonds because the Issuer would not have been obligated to pay the debt service
on any such securities except from payments made to it by the private companies on whose
behalf such securities were issued and no funds of the Issuer would have been pledged or
used to pay such securities or the interest thereon.
(f) All approvals, consents and orders of any governmental authority,
legislative body, board, agency or commission having jurisdiction which would constitute
a condition precedent to or the absence of which would materially adversely affect the
financial condition of the Issuer, the Issuer's receipt of the Pledged Revenues, the Issuer's
7
ability to complete the 2020 Project or the due performance by the Issuer of its obligations
under this Contract, the Resolution, the Disclosure Certificate and the Series 2020 Bonds
have been, or prior to the Closing will have been, duly obtained, except for such approvals,
consents and orders as may be required under the Blue Sky or securities laws of any state
in connection with the offering and sale of the Series 2020 Bonds or approvals, consents
and orders: (i) described in the Official Statement as not having been obtained, or (ii)
customarily granted in due course after application therefor and expected to be obtained
without material difficulty or delay.
(g) The Series 2020 Bonds, when issued, authenticated and delivered in
accordance with the Resolution and sold to the Underwriter as provided herein and in
accordance with the provisions of the Resolution, will be legal, valid and binding
obligations of the Issuer, enforceable in accordance with their terms and the terms of the
Resolution (subject to and limited by bankruptcy, insolvency, reorganization, moratorium,
and similar laws in each case relating to or affecting the enforcement of creditor's rights
generally, and other general principles of equity), and the Resolution will provide, for the
benefit of the holders from time to time of the Series 2020 Bonds, a legally valid and
binding pledge of and lien on the Pledged Revenues, subject to the provisions of the
Resolution permitting the application thereof for the purposes and on the terms and
conditions set forth therein.
(h) The Issuer has reviewed the information in the Preliminary Official
Statement, except for the information provided by The Depository Trust Company
("DTC"), as to which no view is expressed. The Preliminary Official Statement was, as of
the date thereof, and the Official Statement is and at all times subsequent hereto up to and
including the date of the Closing will be, true and correct in all material respects and does
not contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. In addition, any amendments or supplements to the Official
Statement prepared and furnished by the Issuer pursuant hereto will not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading.
(i) The financial statements of, and other financial information regarding the
Issuer, in the Preliminary Official Statement and the Official Statement fairly present the
financial position and results of the Issuer as of the dates and for the periods therein set
forth.
0) The descriptions of the Series 2020 Bonds, the Resolution and the
Disclosure Certificate contained in the Preliminary Official Statement and the Official
Statement are true and accurate in all material respects.
(k) Except as disclosed in the Preliminary Official Statement and the Official
Statement, since September 30, 2019, the Issuer will not have incurred any material
liabilities, direct or contingent, or entered into any transaction which is material to potential
holders of the Series 2020 Bonds, in each case other than in the ordinary course of its
8
business, and there shall not have been any material adverse change in the condition,
financial or otherwise, of the Issuer or its properties or other assets.
(1) Except as disclosed in the Preliminary Official Statement and the Official
Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity
before or by any court, government agency or public board or body, pending or, to the best
knowledge of the Issuer, threatened, against or affecting the Issuer or the titles of its officers
to their respective offices, or which may affect or which seeks to prohibit, restrain or enjoin
the sale, issuance or delivery of the Series 2020 Bonds or the collection or pledge of the
Pledged Revenues pledged to pay the principal of and interest on the Series 2020 Bonds,
or which in any way contests or affects the validity or enforceability of the Series 2020
Bonds, the Resolution this Contract and the Disclosure Certificate, or any of them, or which
may result in any material adverse change in the business, properties, other assets or
financial condition of the Issuer or which contests the tax-exempt status of the interest on
the Series 2020 Bonds as described in the Preliminary Official Statement and the Official
Statement, or which contests the power of the Issuer or any authority or proceedings for
the issuance, sale or delivery of the Series 2020 Bonds or this Contract, nor, to the best
knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling
or finding would materially adversely affect the validity or enforceability of the Series
2020 Bonds, the Resolution, the Disclosure Certificate or this Contract.
(m) The Issuer will furnish such information, execute such instruments and take
such other action not inconsistent with law in cooperation with the Underwriter as the
Underwriter may reasonably request in order (i) to qualify the Series 2020 Bonds for offer
and sale under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions of the United States as the Underwriter may designate, (ii) to determine the
eligibility of the Series 2020 Bonds for investment under the laws of such states and other
jurisdictions, and (iii) to continue such qualifications in effect so long as required for the
distribution of the Series 2020 Bonds; provided that the Issuer shall not be obligated to take
any action that would subject it to the general service of process in any state where it is not
now so subject or require it to qualify to do business and any expense related to the
foregoing shall be borne by the Underwriter.
(n) The Issuer will advise the Underwriter promptly of any proposal to amend
or supplement the Official Statement and will not effect any such amendment or
supplement without the consent of the Underwriter. The Issuer will advise the Underwriter
promptly of the institution of any proceedings known to it by any governmental agency
prohibiting or otherwise affecting the use of the Preliminary Official Statement or the
Official Statement in connection with the offering, sale or distribution of the Series 2020
Bonds.
(o) Except as disclosed in the Preliminary Official Statement, the Issuer has not
in the past five years failed to comply in any material respect with any agreement to which
it is a party to provide continuing disclosure information pursuant to the Rule.
(p) The Issuer has the authority to undertake the 2020 Project as described in
the Preliminary Official Statement.
7
7. The Closing. At 10:00 a.m., New York time, on the date of Closing, or at such other
time or date to which the Issuer and the Underwriter may mutually agree, the Issuer will, subject
to the terms and conditions hereof, deliver the Series 2020 Bonds in book -entry form to the account
of the Underwriter, at the facilities of DTC in New York, New York, or an agent thereof, or such
other location as determined by the Underwriter and agreed to by the Issuer, duly executed,
together with the other documents hereinafter mentioned, and, subject to the terms and conditions
hereof, the Underwriter will accept such delivery and pay the aggregate purchase price of the Series
2020 Bonds as set forth in Paragraph I hereof in Federal Funds to the Issuer. The Issuer shall cause
CUSIP identification numbers to be printed on the Series 2020 Bonds, but neither the failure to
print such number on any Series 2020 Bond nor any error with respect thereto shall constitute
cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 2020
Bonds in accordance with the terms of this Contract. The Closing shall occur at the offices of the
Issuer in Ocoee, Florida, or such other place to which the Issuer and the Underwriter shall have
mutually agreed. The Series 2020 Bonds shall be made available to the Underwriter no less than
24 hours before the Closing for purposes of inspecting and packaging. The Series 2020 Bonds
shall be prepared and delivered as fully registered Series 2020 Bonds registered in such names and
denominations as the Underwriter shall so designate to the Issuer and the printer of the Series 2020
Bonds not less than one day prior to the Closing.
8. Closing Conditions. The Underwriter has entered into this Contract in reliance upon
the representations, warranties, covenants and agreements of the Issuer contained herein and in
reliance upon the representations, warranties, covenants and agreements to be contained in the
documents and instruments to be delivered at the Closing and upon the performance by the Issuer
of its obligations hereunder, both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriter's obligations under this Contract to purchase, to accept delivery of
and to pay for the Series 2020 Bonds shall be conditioned upon the performance by the Issuer of
its obligations to be performed hereunder, and under such documents and instruments at or prior
to the Closing, and shall also be subject to the following additional conditions:
(a) The representations, warranties, covenants and agreements of the Issuer
contained herein shall be true, complete and correct on the date hereof and on and as of the
date of the Closing, as if made on the date of the Closing;
(b) At the time of Closing, the Resolution, the Disclosure Certificate and this
Contract shall be in full force and effect and, except as approved in writing by the
Underwriter, shall not have been amended, modified or supplemented since the date hereof,
and the Official Statement as delivered to the Underwriter shall not have been
supplemented or amended, except in any such case as may have been approved by the
Underwriter;
(c) At the time of the Closing, all official action of the Issuer taken relating to
this Contract, the Series 2020 Bonds, the Resolution, the 2020 Project and the Disclosure
Certificate shall be in full force and effect and shall not have been amended, modified or
supplemented, except for amendments, modifications or supplements which have been
approved by the Underwriter prior to the Closing;
10
(d) At the time of the Closing, except as contemplated by the Official
Statement, there shall have been no material adverse change in the financial condition of
the Issuer;
(e) At or prior to the Closing, the Underwriter shall have received copies of
each of the following documents:
(1) An opinion of Bryant Miller Olive P.A., Orlando, Florida ("Bond
Counsel"), dated the date of the Closing and addressed to the Issuer, in substantially
the form attached as Appendix D to the Official Statement and a reliance letter
pertaining to such opinion addressed to the Underwriter.
(2) An opinion of Bond Counsel, dated the date of the Closing and
addressed to the Underwriter, in such form as is acceptable to the Issuer and the
Underwriter, (i) to the effect that the statements contained in the Official Statement
under the captions "PURPOSE OF THE SERIES 2020 BONDS," "DESCRIPTION
OF THE SERIES 2020 BONDS" (except for the statements and information under
the subheading entitled "Book -Entry Only System" as to which no opinion is
expressed), and "SECURITY FOR THE BONDS," insofar as such statements
purport to be summaries of certain provisions of the Resolution and the Series 2020
Bonds, constitute accurate summaries of the provisions purported to be summarized
therein, and the statements in the Official Statement under the caption "TAX
MATTERS" are accurate, (ii) to the effect that the Series 2020 Bonds are exempt
from registration under the Securities Act of 1933, as amended and (iii) to the effect
that the Resolution is exempt from qualification under the Trust Indenture Act of
1939, as amended.
(3) An opinion, dated the date of the Closing and addressed to the
Issuer, the Underwriter and Bond Counsel, of Shuffield, Lowman & Wilson, P.A.,
City Attorney, in form and substance acceptable to the Underwriter and
GrayRobinson, P.A. ("Underwriter's Counsel").
(4) An opinion of Bryant Miller Olive P.A., Tampa, Florida
("Disclosure Counsel"), dated the Closing Date, in substantially the form attached
hereto as Exhibit D and a reliance letter addressed to the Underwriter;
(5) A certificate dated the date of Closing and signed by the Mayor, the
City Manager, and the City Clerk of the Issuer, or such other officials satisfactory
to the Underwriter, and in form and substance satisfactory to the Underwriter, to
the effect that (A) the representations and warranties of the Issuer contained herein
are true and correct in all material respects as of the date of Closing, and the Issuer
has satisfied all conditions on its part to be performed or satisfied thereunder; (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
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
is hereby expressed regarding the information contained therein relating to DTC
and its book -entry system); (C) except as disclosed in the Official Statement and
11
except for the issuance of the Series 2020 Bonds on the date of Closing, since
September 30, 2019, (i) no material and adverse change has occurred in the
financial position or results of operations of the Issuer, (ii) the Issuer has not
incurred any material liabilities payable from Pledged Revenues other than in the
ordinary course of business, and (iii) no material adverse change has occurred in
the collection of the Pledged Revenues; (D) the financial statements and other
historical financial and statistical data relating to the Issuer included in the Official
Statement are true and correct as of the date of such information; (E) no default
under the Resolution has occurred and is continuing, and the Issuer is not in breach
of the covenants and obligations assumed under the Resolution, and all payments
required to be made in the funds and accounts provided under the Resolution, if
any, have been made to the full extent required; (F) the Issuer is not and has not
been in default on any obligation issued or guaranteed by the Issuer at any time on
or after December 31, 1975; (G) except as disclosed in the Official Statement, there
is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or
by any court, government agency or public board or body pending or threatened
against the Issuer, (i) to restrain or enjoin the issuance, sale or delivery of the Series
2020 Bonds, or in any way contesting or affecting any authority for the issuance of
the Series 2020 Bonds, the Resolution or the execution and delivery of the
Disclosure Certificate or the sale of the Series 2020 Bonds; (ii) questioning,
contesting or affecting the corporate existence or powers of the Issuer or the City
Commission or the entitlement to office of the officers thereof, (iii) to restrain or
enjoin the collection or pledge of the Pledged Revenues, or any portion thereof, to
pay the principal of, premium, if any, and interest on the Series 2020 Bonds; (iv)
which may result in any material adverse change in the business, properties, assets
or the financial condition of the Issuer; or (v) asserting that the Preliminary Official
Statement or the Official Statement contains any untrue statement of a material fact
or omits any material fact necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading; (H) all
provisions regarding any amounts to be rebated to the United States government
have been complied with and provisions have been made for the payment of the
rebate amount which will become due relating to outstanding debt of the Issuer,
and there is not an unfunded materially significant arbitrage rebate liability of the
Issuer owing the Internal Revenue Service; (I) the Series 2020 Bonds are in
substantially the form approved by the City Commission in the Resolution, have
been signed with the manual signatures of the undersigned Mayor and have been
attested and countersigned with the manual signature of the undersigned City Clerk;
and (J) the Resolution has been duly adopted by the Issuer, is in full force and effect
and has not been modified, amended or repealed.
(6) Certified copy of the Resolution.
(7) Executed copies of the Disclosure Certificate and this Contract.
(8) Evidence that S&P Global Ratings ("S&P") and Fitch Ratings
("Fitch") have issued ratings not lower than and ""," respectively, for
the Series 2020 Bonds.
12
(9) A certificate of an authorized representative of Regions Bank (the
"Bank"), as Registrar and Paying Agent, to the effect that (A) the Bank is an
Alabama banking corporation duly organized, validly existing and in good standing
under the laws of the State of Alabama 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 and any registrar and
paying agent agreement, (C) the performance by the Bank of its functions under the
Resolution and any registrar and paying agent agreement will not result in any
violation of the Articles of Incorporation 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 any registrar and paying agent
agreement, (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 or any registrar and paying
agent agreement and (E) the Series 2020 Bonds have been authenticated in
accordance with the terms of the Resolution.
(10) An executed copy of any registrar and paying agent agreement
between the Issuer and the Bank with respect to the Series 2020 Bonds.
(11) Evidence that the Issuer has deemed the Preliminary Official
Statement "final" as of its date for purpose of the Rule, except for "permitted
omissions."
(12) Such additional legal opinions, certificates, instruments and other
documents as the Underwriter or Underwriter's Counsel may reasonably request.
All of the evidence, opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Contract shall be deemed to be in compliance with the
provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the
Underwriter with such exceptions and modifications as shall be approved by the Underwriter and
as shall not in the reasonable opinion of the Underwriter materially impair the investment quality
of the Series 2020 Bonds.
If the Issuer 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 2020 Bonds contained in this Contract,
or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series
2020 Bonds shall be terminated for any reason permitted by this Contract, this Contract shall
terminate with respect to such Series 2020 Bonds subject to termination and neither the
Underwriter nor the Issuer shall be under any further obligation hereunder with respect thereto,
except that the Issuer shall return the good faith check referred to in Paragraph 5 and the respective
13
obligations of the Issuer and the Underwriter set forth in Paragraph 10 hereof shall continue in full
force and effect.
9. Termination. The Underwriter shall have the right to terminate this Contract,
without liability therefor, by notification to the Issuer, if at any time subsequent to the date of this
Contract at or prior to Closing, any of the following events shall, in the Underwriter's sole and
reasonable judgment occur:
(a) the market price or marketability of the Series 2020 Bonds, or the ability of
the Underwriter to enforce contracts for the sale of the Series 2020 Bonds, shall be
materially adversely affected by any of the following events:
(i) legislation shall have been enacted by the Congress of the United
States or the legislature of the State or shall have been favorably reported out of
committee of either body or be pending in committee of either body, or shall have
been recommended to the Congress for passage by the President of the United
States or a member of the President's Cabinet, or a decision shall have been
rendered by a court of the United States or the State or the Tax Court of the United
States, or a ruling, resolution, regulation or temporary regulation, release or
announcement shall have been made or shall have been proposed to be made by the
Treasury Department of the United States or the Internal Revenue Service, or other
federal or state authority with appropriate jurisdiction, with respect to federal or
state taxation upon interest received on obligations of the general character of the
Series 2020 Bonds; or
(ii) there shall have occurred (1) an outbreak or escalation of hostilities
or the declaration by the United States of a national emergency or war, (2) any other
calamity or crisis, or escalation thereof, in the financial markets or otherwise of the
United States or elsewhere, (3) the sovereign debt rating of the United States is
downgraded by any major credit rating agency or a payment default occurs on
United States Treasury obligations, or (4) a default with respect to the debt
obligations of, or the institution of proceedings under any federal bankruptcy laws
by or against, any state of the United States or any city, county or other political
subdivision located in the United States having a population of over 500,000; or
(iii) a general suspension of trading on the New York Stock Exchange
or other major exchange shall be in force, or minimum or maximum prices for
trading shall have been fixed and be in force, or maximum ranges for prices for
securities shall have been required and be in force on any such exchange, whether
by virtue of determination by that exchange or by order of the SEC or any other
governmental authority having jurisdiction; or
(iv) legislation shall have been enacted by the Congress of the United
States or shall have been favorably reported out of committee or be pending in
committee, or shall have been recommended to the Congress for passage by the
President of the United States or a member of the President's Cabinet, or a decision
by a court of the United States shall be rendered, or a ruling, regulation, proposed
regulation or statement by or on behalf of the SEC or other governmental agency
14
having jurisdiction of the subject matter shall be made, to the effect that any
obligations of the general character of the Series 2020 Bonds, the Resolution or any
comparable securities of the Issuer, are not exempt from the registration,
qualification or other requirements of the Securities Act or the Trust Indenture Act
or otherwise, or would be in violation of any provision of the federal securities
laws; or
(v) except as disclosed in or contemplated by the Official Statement,
any material adverse change in the affairs of the Issuer shall have occurred; or
(vi) any rating on securities of the Issuer which are secured by a pledge
or application of the Pledged Revenues on a parity with the Series 2020 Bonds is
reduced or withdrawn or placed on credit watch negative outlook by any major
credit rating agency; or
(b) any event or circumstance shall exist that either makes untrue or incorrect
in any material respect any statement or information in the Official Statement (other than
any statement provided by the Underwriter) or is not reflected in the Official Statement but
should be reflected therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading and, in either such event, the
Issuer refuses to permit the Official Statement to be supplemented to supply such statement
or information, or the effect of the Official Statement as so supplemented is to materially
adversely affect the market price or marketability of the Series 2020 Bonds or the ability of
the Underwriter to enforce contracts for the sale of the Series 2020 Bonds; or
(c) a general banking moratorium shall have been declared by federal or State
authorities having jurisdiction and be in force; or
(d) a material disruption in securities settlement, payment or clearance services
affecting the Series 2020 Bonds shall have occurred; or
(e) any new restriction on transactions in securities materially affecting the
market for securities (including the imposition of any limitation on interest rates) or the
extension of credit by, or a charge to the net capital requirements of, underwriters shall
have been established by the New York Stock Exchange, the SEC, any other federal or
State agency or the Congress of the United States, or by Executive Order; or
(f) a decision by a court of the United States shall be rendered, or a stop order,
release, regulation or no -action letter by or on behalf of the SEC or any other governmental
agency having jurisdiction of the subject matter shall have been issued or made, to the
effect that the issuance, offering or sale of the Series 2020 Bonds, including the underlying
obligations as contemplated by this Contract or by the Official Statement, or any document
relating to the issuance, offering or sale of the Series 2020 Bonds, is or would be in
violation of any provision of the federal securities laws at the Closing Date, including the
Securities Act, the Exchange Act and the Trust Indenture Act.
Upon the occurrence of a Termination Event and the termination of this Contract by the
Underwriter, all obligations of the Issuer and the Underwriter under this Contract shall terminate,
15
without further liability, except that: (i) the Issuer promptly shall return the Good Faith Deposit to
the Underwriter, in accordance with Section 5 hereof, and (ii) the Issuer and the Underwriter shall
pay their respective expenses as set forth in Section 10 here.
10. Expenses. The Issuer acknowledges that it has had an opportunity, in consultation
with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and
expenses being incurred as part of the issuance of the Series 2020 Bonds. The Underwriter shall
be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance
of the obligations of the Issuer hereunder including, but not limited to: (a) the cost of preparation,
printing or other reproduction of the Resolution; (b) the cost of preparation and printing of the
Series 2020 Bonds; (c) the fees and disbursements of Bond Counsel, the City Attorney and
Disclosure Counsel; (d) the fees and disbursements of the financial advisor to the Issuer; (e) the
fees and disbursements of any experts, consultants or advisors retained by the Issuer, including
fees of the auditor and any paying agent and registrar; (f) fees for bond ratings and municipal bond
insurance; (g) the costs of preparing, printing and delivering a reasonable number of copies of the
Preliminary Official Statement and the Official Statement and any supplements or amendments to
either of them; and (h) reimbursement to the Underwriter of expenses incurred by the Underwriter
on behalf of the Issuer's employees and representatives in connection with this Contract, including
but not limited to meals and travel of such employees and representatives, which payment may be
in the form of inclusion of such expense in the expense component of the Underwriter's discount.
The Underwriter shall pay: (a) all advertising expenses in connection with the public
offering of the Series 2020 Bonds; (b) the cost of preparing, printing and delivery of any agreement
among the Underwriter; and (c) all other expenses incurred by them or any of them in connection
with the public offering of the Series 2020 Bonds, including the fees and disbursements of counsel
retained by them, including the costs of all "blue sky" memoranda and related filing fees. In the
event that either party shall have paid obligations of the other as set forth in this Section 10,
adjustment shall be made at the time of the Closing.
11. Notices. Any notice or other communication to be given to the Issuer under this
Contract may be given by delivering the same in writing at its address set forth above to the
attention of the City Manager, 150 N. Lakeshore Drive, Ocoee, Florida 34761, and any notice or
other communication to be given to the Underwriter may be given by delivering the same in writing
to RBC Capital Markets, LLC, 100 Second Avenue South, Suite 800, St. Petersburg, Florida
33701, Attn: Julie Santamaria, Director.
12. Parties in Interest. This Contract is made solely for the benefit of the Issuer and the
Underwriter, and no other party or person shall acquire or have any right hereunder or by virtue
hereof. All representations, warranties, covenants and agreements in this Contract shall remain
operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of
the Underwriter; (ii) the delivery of the Series 2020 Bonds pursuant to this Contract; or (iii) any
termination of this Contract but only to the extent provided by the last part of Section 8 hereof.
13. Waiver. Notwithstanding any provision herein to the contrary, the performance of
any and all obligations of the Issuer hereunder and the performance of any and all conditions
contained herein for the benefit of the Underwriter may be waived by the Underwriter, in its sole
discretion, and the approval of the Underwriter when required hereunder or the determination of
16
their satisfaction as to any document referred to herein shall be in writing, signed by appropriate
officer or officers of the Underwriter and delivered to the Issuer.
14. Effectiveness. This Contract shall become effective upon the execution of the
acceptance hereof by the City Manager and shall be valid and enforceable at the time of such
acceptance.
15. Counterparts. This Contract may be executed in several counterparts, each of which
shall be regarded as an original and all of which shall constitute one and the same document.
16. Headings. The headings of the sections of this Contract are inserted for convenience
only and shall not be deemed to be a part hereof.
17. No Advisory or Fiduciary Role. The Issuer acknowledges and agrees that: (i) the
primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors,
in an arm's length commercial transaction between the Issuer and the Underwriter, and the
Underwriter has financial and other interests that differ from those of the Issuer; (ii) the
Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor
or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer
with respect to the transaction contemplated hereby, and the discussions, undertakings and
procedures leading thereto (irrespective of whether the Underwriter has provided other services or
is currently providing other services to the Issuer on other matters); (iii) the only obligations the
Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set
forth in this Contract; and (iv) the Issuer has consulted its own financial and/or municipal, legal,
accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate.
[Remainder of page intentionally left blank]
17
18. Florida Law Governs. The validity, interpretation and performance of this Contract
shall be governed by the laws of the State of Florida.
Very truly yours,
RBC CAPITAL MARKETS, LLC, as Underwriter
By:
Name: Julie Santamaria
Its: Director
18
Attested by:
Melanie Sibbitt, City Clerk
Accepted at r [a.m./p.m.]Eastern Time Zone
this U day of [ ], 2020:
CITY OF OCOEE, FLORIDA
Robert D. Frank, City Manager
19
EXHIBIT A
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 2020
MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS
$ Serial Bonds
Maturity
October 1 Amount Interest Rate Price Yield
Term Bonds, due October 1, 20 , Price Yield %
Term Bonds, due October 1, 20. Price Yield %
*Priced to the first optional call date.
REDEMPTION PROVISIONS
Optional Redemption. The Series 2020 Bonds are subject to redemption prior to their
stated dates of maturity, at the option of the Issuer, in whole or in part on October 1, , or on
any date thereafter, at a Redemption Price of 100% of the principal amount thereof, together with
accrued interest on such principal amount to the redemption date.
Mandatory Redemption. The Series 2020 Bonds maturing on October 1, will be
subject to mandatory redemption prior to maturity, by lot, in such manner as the Paying Agent
may deem appropriate, at the Redemption Price of 100% of the principal amount of the Series
Exhibit A-1
2020 Bonds so to be redeemed in the following Amortization Installments on October 1 in the
years specified:
*Final Maturity
Amortization
Year Installments
Exhibit A-2
EXHIBIT B
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 2020
DISCLOSURE STATEMENT
, 2020
City Commission of City of Ocoee
Ocoee, Florida
Ladies and Gentlemen:
In connection with the proposed issuance by City of Ocoee, Florida (the "Issuer") of the
issue of bonds referred to above (the "Series 2020 Bonds"), RBC Capital Markets, LLC (the
"Underwriter"), has agreed to underwrite a public offering of such Series 2020 Bonds.
Arrangements for underwriting the Series 2020 Bonds will include a Purchase Contract dated the
date hereof between the Issuer and the Underwriter (the "Purchase Contract"). Capitalized terms
used but not defined herein shall have the meanings assigned to them in the Purchase Contract.
The purpose of this letter is to furnish, pursuant to the provisions of Sections 218.385(2),
(3) and (6), Florida Statutes, certain information in respect to the arrangement contemplated for
the underwriting of the Series 2020 Bonds as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriter in
connection with the issuance of the Series 2020 Bonds are set forth on Schedule I attached hereto.
(b) There are no "finders," as that term is defined in Section 218.386, Florida Statutes,
connected with the issuance of the Series 2020 Bonds.
(c) The amount of underwriting spread, including the management fee, expected to be
realized is as follows:
Per $1,000 Dollar Amount
Average Takedown
Underwriter's Expenses
Management Fee
Total Underwriting Spread
(d) No other fee, bonus or other compensation is estimated to be paid by the
Underwriter in connection with the issuance of the Series 2020 Bonds to any person not regularly
employed or retained by the Underwriter, except as described in Schedule I attached hereto.
Exhibit B-1
(e) The name and address of the Underwriter is set forth below:
RBC Capital Markets, LLC
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33701
(f) The Issuer is proposing to issue $ of its Capital Improvement Revenue
Bonds, Series 2020, to: (i) finance and/or reimburse all or a portion of the 2020 Project (as defined
in the Resolution) and (ii) pay the cost of issuing the Series 2020 Bonds.
The Series 2020 Bonds are expected to be repaid over a period of approximately
and (_._) years (from the date of Closing). At a true interest cost rate of
approximately %, total interest paid over the life of the Series 2020 Bonds will be
The payment of the principal of, premium, if any, and interest on the Series 2020 Bonds
shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Revenues.
Authorizing the Series 2020 Bonds will result in an average of $ of Pledged Revenues
not being available to finance the other services of the Issuer each year for approximately
years.
[Remainder of page intentionally left blank]
Exhibit B-2
We understand that the Issuer does not require any further disclosure from the Underwriter,
pursuant to Sections 218.385(2), (3) and (6), Florida Statutes.
Very truly yours,
RBC CAPITAL MARKETS, LLC, as Underwriter
By:
Name: Julie Santamaria
Its: Director
Exhibit B-3
SCHEDULEI
ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER
Underwriter's Counsel
Disclosure Review
Other/Miscellaneous
CUSIP Numbers
DTC
IPREO Fees
Day Loan
TOTAL
Schedule I-1
Per $1,000 Dollar Amount
EXHIBIT C
ISSUE PRICE CERTIFICATE
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS
SERIES 2020
The undersigned, on behalf of RBC Capital Markets, LLC (the "Underwriter"), hereby
certifies, as set forth below with respect to the sale and issuance of the above -captioned obligations
(the 'Bonds").
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was
sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold -the -Offering -Price Maturities.
(a) The Underwriter offered the Hold -the -Offering -Price Maturities to the
Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial
Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Purchase Contract, the Underwriter has agreed in writing
that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell
any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering
Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price
rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a
member of the selling group, and any third -party distribution agreement shall contain the
agreement of each broker-dealer who is a party to the third -party distribution agreement, to comply
with the hold -the -offering -price rule. Pursuant to such agreement, no Tax Law Underwriter (as
defined below) has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a
price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during
the Holding Period for such Maturity.
Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "General Rule Maturities."
(b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds
listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities."
(c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business
day after the Sale Date, or (ii) the date on which the Underwriter has sold at least 10% of such
Exhibit C-1
Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering
Price for such Hold -the -Offering -Price Maturity.
(d) Issuer means the City of Ocoee, Florida.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than a Tax Law Underwriter or a Related Party to a
Tax Law Underwriter.
(g) Related Party means an entity that shares with another entity (1) more than
50% common ownership of the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another), (2) more than 50%
common ownership of their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (3) more than 50% common
ownership of the value of the outstanding stock of the corporation or the capital interests or profit
interests of the partnership, as applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests by one entity of the
other).
(h) Sale Date means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is
(i) Tax Law Underwriter means (1) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public, and (2) any person that agrees pursuant to
a written contract directly or indirectly with a person described in clause (1) of this paragraph to
participate in the initial sale of the Bonds to the Public (including a member of a selling group or
a party to a third -party distribution agreement participating in the initial sale of the Bonds to the
Public).
[Remainder of page intentionally left blank]
Exhibit C-2
The signer is an officer of the Underwriter and duly authorized to execute and deliver this
certificate. The Issuer may rely on the statements made herein in connection with making the
representations set forth in the Tax Certificate to which this certificate is attached and in its efforts
to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the
"Code"). Bryant Miller Olive P.A., as bond counsel may also rely on this certificate for purposes
of its opinion regarding the treatment of interest on the Series 2020 Bonds as excludable from
gross income for federal income tax purposes. Except as expressly set forth above, the
certifications set forth herein may not be relied upon or used by any third party or for any other
purpose. Notwithstanding anything set forth herein, the Underwriter is not engaged in the practice
of law. Accordingly, the Underwriter makes no representation as to the legal sufficiency of the
factual matters set forth herein.
Dated: , 2020
RBC CAPITAL MARKETS, LLC,
as Underwriter
Exhibit C-3
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE
MATURITIES
(Attached)
Schedule A -I
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
Schedule B -I
EXHIBIT D
FORM OF OPINION OF DISCLOSURE COUNSEL
[To Come]
Exhibit D-1
PRELIMINARY OFFICIAL STATEMENT DATED . 2020
NEW ISSUE - FULL BOOK ENTRY
RATINGS: See "RATINGS" herein.
In the opinion of Bond Counsel, assuming compliance by the Citi zoith certain covenants, under existing
statutes, regulations, and judicial decisions, the interest on the Series 2020 Bonds mill be excluded from gross
income for federal income tax purposes of the holders thereof and zoill not be an item of tax preference for purposes of
the federal alternative minimum tax. See "TAX MATTERS" herein for a description of other tax consequences to
holders of the Series 2020 Bonds.
Dated: Date of Delivery
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS,
SERIES 2020
Due: October 1, as shown on inside cover page
The $ ` Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds") of
the City of Ocoee, Florida (the "City"), will be issued as fully registered bonds, without coupons, which
initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"). Individual purchases will be made in book -entry form only in denominations of $5,000 and any
integral multiple thereof. Purchasers of the Series 2020 Bonds (the "Beneficial Owners") will not receive
physical delivery of the Series 2020 Bonds. Transfer of ownership in the Series 2020 Bonds will be
affected by DTC's book -entry system as described herein. As long as Cede & Co. is the registered owner
as nominee of DTC, principal and interest payments will be made directly to such registered owner
which will in turn remit such payments to the Participants (as defined herein) for subsequent
disbursement to the Beneficial Owners. The principal and the premium, if any, on the Series 2020 Bonds
will be payable upon presentation and surrender thereof at the designated corporate trust office of
Regions Bank, Jacksonville, Florida, as Registrar and Paying Agent, or its successors. Interest on the
Series 2020 Bonds is payable semi-annually April 1 and October 1 of each year (first interest payment due
April 1, 2021) by check or draft mailed by the Paying Agent (or by wire transfer from the Paying Agent
under certain circumstances) to the registered owner thereof at the close of business on the date which
shall be the fifteenth day of the calendar next preceding such interest payment date at the address
appearing on the registration books of the City.
The Series 2020 Bonds are subject to optional and mandatory redemption prior to maturity, as
more fully described herein. See "DESCRIPTION OF THE SERIES 2020 BONDS - Redemption
Provisions" herein.
The Series 2020 Bonds are being issued under the authority of, and in full compliance with, the
Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter
218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes and other
applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2017-005 of the City
Commission of the City (the "City Commission"), adopted on March 21, 2017, as amended and
supplemented from time to time, particularly as supplemented by Resolution No. 2020- adopted on
, 2020 (collectively, the "Resolution"). The Series 2020 Bonds are being issued to (i) finance
certain capital improvements within the City (as more particularly described in "THE 2020 PROJECT"
herein), and (ii) pay the cost of issuing the Series 2020 Bonds. See "PURPOSE OF THE SERIES 2020
BONDS" and "THE 2020 PROJECT" herein.
The Series 2020 Bonds are secured by a pledge of and are payable solely from the Pledged Funds
which includes the Pledged Revenues (as described herein), and, until applied in accordance with the
provisions of the Resolution, all moneys, including investments thereof, in certain funds and accounts
established by the Resolution, all in the manner and to the extent described in the Resolution. Pledged
Revenues includes the Half -Cent Sales Tax Revenues, Public Service Tax Revenues and Communications
Services Tax Revenues, as further described herein. The Series 2020 Bonds are secured on parity with the
City's outstanding Capital Improvement Revenue and Refunding Bonds, Series 2017 and any other
Additional Bonds issued under the Resolution.
The City has experienced a decline in certain Pledged Revenues as a result of COVID-19 and
expects to continue to see a decline, but cannot predict the extent or duration of such decline. See
"RISK FACTORS" herein for more information about the impacts of COWD-19 on the City and its
collection of Pledged Revenues.
THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS
OR INDEBTEDNESS OF THE CITY AS 'BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF
THE CITY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE
PLEDGED FUNDS. NO HOLDER OF ANY SERIES 2020 BOND SHALL EVER HAVE THE RIGHT
TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES
2020 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS
OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE
RESOLUTION.
This cover page contains certain information for quick reference only. It is not a summary of this
issue. Investors must read this entire official statement to obtain information essential to making an
informed investment decision.
The Series 2020 Bonds are offered when, as and if issued and accepted by the Underzoriter, subject to the
opinion on certain legal matters relating to their issuance by Bryant Miller Olive P.A., Bond Counsel. Certain legal
matters will be passed on for the City by Shuffield, Lowman & Wilson, P.A., City Attorney, and Bryant Miller
Olive P.A., Disclosure Counsel. Hilltop Securities Inc., Orlando, Florida is acting as Municipal Advisor to the
City. The Underwriter is being represented by GrayRobinson, P.A., Tampa, Florida. It is expected that settlement
for the Series 2020 Bonds will occur through the facilities of DTC in Nezo York, New York, on or about
2020.
RBC Capital Markets
Dated: 2020
* Preliminary, subject to change
$ *
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS,
SERIES 2020
MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS AND CUSIP NUMBERS
Maturity Principal Interest Initial CUSIP
(October 1) Amount Rate Price Yield Numbers**
$ _% Term Bond due October 1, . Price _ Yield _% Initial CUSIP Number
* Preliminary, subject to change.
* The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any
representation made by the City as to their correctness. The CUSIP Numbers provided herein are
included solely for the convenience of the readers of this Official Statement.
RED HERRING LANGUAGE:
This Preliminary Official Statement and the information contained herein are subject to completion or
amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of the Series 2020 Bonds in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, qualification or
exemption under the securities laws of such jurisdiction. The City has deemed this Preliminary Official
Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12
promulgated by the Securities and Exchange Commission.
CITY OF OCOEE, FLORIDA
150 North Lakeshore Drive
Ocoee, Florida 34761
MAYOR
Rusty Johnson
THE CITY COMMISSION
Larry Brinson, Sr., Commissioner
Richard Firstner, Commissioner
George Oliver III, Commissioner
Rosemary Wilsen, Commissioner
CITY MANAGER
Robert D. Frank
CITY CLERK
Melanie Sibbitt
CITY ATTORNEY
Shuffield, Lowman & Wilson, P.A.
FINANCE DIRECTOR
Rebecca Roberts
BOND AND DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Orlando, Florida
MUNICIPAL ADVISOR
Hilltop Securities Inc.
Orlando, Florida
No dealer, broker, salesman or other person has been authorized by the City or the Underwriter
to give any information or to make any representation with respect to the Series 2020 Bonds other than
those contained in this Official Statement, and if given or made, such information or representations must
not be relied upon as having been authorized by any of the foregoing. This Official Statement does not
constitute an offer to sell nor the solicitation of an offer to buy, nor will there be any sale of the Series 2020
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 obtained from the City, The Depository
Trust Company, and other sources which are believed to be reliable, and while not guaranteed as to
completeness or accuracy, is believed to be correct. The information and expressions of opinion stated
herein are subject to change without notice. The delivery of this Official Statement will not, under any
circumstances, create any implication that there has been no change in the affairs of the City since the
date hereon.
Upon issuance the Series 2020 Bonds will not be registered under the Securities Act of 1933, will
not be listed on any stock or other securities exchange and neither the Securities and Exchange
Commission nor any other federal, state, municipal or other governmental entity, other than the City, will
have passed upon the accuracy or adequacy of this Official Statement or approved the Series 2020 Bonds
for sale.
References herein to laws, rules, regulations, resolutions, agreements, reports and other
documents do not purport to be comprehensive or definitive. All references to such documents are
qualified in their entirety by reference to the particular document, the full text of which may contain
qualifications of and exceptions to statements made herein. Where full texts have not been included as
appendices to this Official Statement they will be furnished on request.
THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN
THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS
OFFICIAL STATEMENT PURSUANT TO ITS RESPONSIBILITIES TO INVESTORS UNDER THE
FEDERAL SECURITIES LAWS, BUT THE UNDERWRITER DOES NOT GUARANTEE THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN
THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS." SUCH
STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN,"
"EXPECT," "ESTIMATE," "PROJECT," "ANTICIPATE," "BUDGET" OR OTHER SIMILAR WORDS. THE
ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE
FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS
OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS
DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN.
REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL
PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S
CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES, AND THE INFORMATION
OR LINKS CONTAINED THEREIN, ARE NOT INCORPORATED INTO, AND ARE NOT PART OF,
THIS OFFICIAL STATEMENT FOR ANY PURPOSE.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS
EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC
FORMAT ON THE WEBSITE HTTP://WWW.MUNIOS.COM OR
HTTP://W W W.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT
IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH
WEBSITES.
TABLE OF CONTENTS
Page
INTRODUCTION.......................................................................................................................................................1
PURPOSE OF THE SERIES 2020 BONDS...............................................................................................................2
THE2020 PROJECT...................................................................................................................................................2
ESTIMATED SOURCES AND USES OF BOND PROCEEDS..............................................................................3
DEBTSERVICE SCHEDULE....................................................................................................................................4
DESCRIPTION OF THE SERIES 2020 BONDS......................................................................................................5
General..................................................................................................................................................................
5
Book -Entry Only System....................................................................................................................................5
Transferof Series 2020 Bonds............................................................................................................................7
Bonds Mutilated, Destroyed, Stolen or Lost....................................................................................................9
RedemptionProvisions......................................................................................................................................9
Noticeof Redemption.......................................................................................................................................10
Selection of Series 2020 Bonds to be Redeemed............................................................................................10
Redemption of Portion of Series 2020 Bonds.................................................................................................11
Payment of Redeemed Series 2020 Bonds......................................................................................................11
SECURITY FOR THE BONDS................................................................................................................................
it
Sourcesof Payment...........................................................................................................................................11
Fundsand Accounts.........................................................................................................................................12
Flowof Funds....................................................................................................................................................13
NoReserve Funding.........................................................................................................................................15
ConstructionFund............................................................................................................................................15
AdditionalParity Obligations.........................................................................................................................16
SubordinatedIndebtedness.............................................................................................................................17
Investments........................................................................................................................................................17
DESCRIPTION OF PLEDGED REVENUES.........................................................................................................17
LocalGovernment Half -Cent Sales Tax.........................................................................................................17
Local Communications Services Tax..............................................................................................................21
PublicService Tax.............................................................................................................................................23
OutstandingObligations..................................................................................................................................25
RecentLegislation.............................................................................................................................................26
RISKFACTORS........................................................................................................................................................26
THECITY..................................................................................................................................................................28
General................................................................................................................................................................
28
CityGovernment...............................................................................................................................................28
Administration..................................................................................................................................................29
AnnualAudit.....................................................................................................................................................30
Description of Financial Practices...................................................................................................................
30
AnnualBudget...................................................................................................................................................30
INVESTMENTPOLICY...........................................................................................................................................30
LITIGATION.............................................................................................................................................................
31
LEGALMATTERS...................................................................................................................................................
31
TAXMATTERS.........................................................................................................................................................32
General................................................................................................................................................................
32
Information Reporting and Backup Withholding.........................................................................................33
OtherTax Matters.............................................................................................................................................33
Tax Treatment of Original Issue Discount.....................................................................................................
34
Tax Treatment of Bond Premium....................................................................................................................34
RATINGS...................................................................................................................................................................
35
CONTINGENTFEES...............................................................................................................................................35
UNDERWRITING....................................................................................................................................................
35
MUNICIPALADVISOR..........................................................................................................................................36
FINANCIALSTATEMENTS..................................................................................................................................36
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................
36
CONTINUINGDISCLOSURE................................................................................................................................36
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT...............................................................37
AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................38
APPENDIX A -- GENERAL INFORMATION PERTAINING TO THE CITY OF OCOEE, FLORIDA
AND ORANGE COUNTY, FLORIDA
APPENDIX B -- CITY OF OCOEE, FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT
FISCAL YEAR ENDED SEPTEMBER 30, 2019
APPENDIX C -- THE RESOLUTION
APPENDIX D -- FORM OF BOND COUNSEL OPINION
APPENDIX E -- FORM OF CONTINUING DISCLOSURE CERTIFICATE
ii
OFFICIAL STATEMENT
relating to
CITY OF OCOEE, FLORIDA
Capital Improvement Revenue Bonds,
Series 2020
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and the Appendices hereto,
is to furnish information with respect to the issuance by the City of Ocoee, Florida (the "City"), of its
$ Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds"). The Series
2020 Bonds are being issued under and pursuant to Resolution No. 2017-005 of the City Commission of
the City (the "City Commission"), adopted on March 21, 2017, as amended and supplemented from time
to time, particularly as supplemented by Resolution No. 2020 adopted on 2020 (collectively,
the 'Resolution") related to the issuance of the Series 2020 Bonds. A copy of the Resolution is attached
hereto as Appendix C.
The Series 2020 Bonds are being issued under the authority of, and in full compliance with, the
Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter
218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes, and other
applicable provisions of law (collectively, the "Act') and the Resolution.
This Official Statement speaks only as of its date, and the information contained herein is subject to change.
Capitalized terms used herein will have the same meanings as given to them in the Resolution unless otherwise
defined herein or where the context would clearly indicate otherwise. The references, excerpts and summaries of all
documents referred to herein do not purport to be complete statements of the provisions of such documents, and
reference is made to the originals of all such documents for full and complete statements of all matters of fact
relating to the Series 2020 Bonds, the security for the payment of the Series 2020 Bonds, and the rights and remedies
of Registered Owners thereof.
The assumptions, estimates, projections and matters of opinion contained in this Official
Statement, whether or not so expressly stated, are set forth as such and not as matters of fact, and no
representation is made that any of the assumptions or matters of opinion herein are valid or that any
projections or estimates contained herein will be realized. Neither this Official Statement nor any
statement which may have been made verbally or in writing, other than the Series 2020 Bonds and the
Resolution, is to be construed as a contract between the Registered Owners of the Series 2020 Bonds and
the City.
The Series 2020 Bonds are limited obligations, secured by a lien on the Pledged Funds under the
Resolution on parity with the outstanding Capital Improvement Revenue and Refunding Bonds, Series
2017 (the "Series 2017 Bonds") and any Additional Bonds which may be issued in the future. Pledged
Funds includes Pledged Revenues and until applied in accordance with the provisions of the Resolution,
all moneys, including investments thereof, in the funds and account established thereunder, other than
the Unrestricted Revenue Account; provided, however, that proceeds deposited in the Construction Fund
'Preliminary, subject to change.
1
in connection with the issuance of a particular Series of Bonds shall only secure that Series. 'Pledged
Revenues" consist of (1) monies received by the City from the Local Government Half -Cent Sales Tax
Clearing Trust Fund pursuant to the provisions of Chapter 218, Part VI, Florida Statutes, (2) all revenues
received by the City from the levy and collection of the public service tax pursuant to Ordinance No. 542
enacted by the City Commission on October 19, 1971, as amended by Ordinance No. 92-20 enacted by the
City Commission on September 1, 1992, in accordance with and pursuant to Section 166.231, Florida
Statutes and (3) all revenues received by the City from the levy and collection of the taxes on local
communications services pursuant to Chapter 202, Florida Statutes, except the receipts of taxes levied
pursuant to Section 202.12, Florida Statutes. The Series 2017 Bonds, the Series 2020 Bonds and any
Additional Bonds issued pursuant to the Resolution shall be referred to herein as the 'Bonds." See
"SECURITY FOR THE SERIES 2020 BONDS" herein.
The City has experienced a decline in certain Pledged Revenues as a result of COVID-19 and
expects to continue to see a decline, but cannot predict the extent or duration of such decline. See 'RISK
FACTORS" herein for more information about the impacts of COVID-19 on the Cihj and its collection of Pledged
Revenues.
PURPOSE OF THE SERIES 2020 BONDS
The Series 2020 Bonds are being issued to (i) finance certain capital improvements within the City,
as more particularly described below in "THE 2020 PROJECT" and (ii) pay the cost of issuing the Series
2020 Bonds.
THE 2020 PROJECT
The 2020 Project includes the construction, designing, permitting, reconstruction, acquisition and
equipping of certain additions, extensions and improvements to public facilities within the City,
including, without limitation, the completion of the city hall relocation.
[add further details on 2020 project]
[Remainder of page intentionally left blank]
ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The proceeds expected to be received from the sale of the Series 2020 Bonds are expected to be
used as follows:
Sources of Funds
Par Amount
Plus/Less: Net Original Issue Premium/Discount
TOTAL SOURCES
Uses of Funds
Deposit to Construction Fund for the 2020 Project
Costs of IssuanceM
TOTAL USES
(1) Includes municipal advisor fees and expenses, Underwriter's discount, legal counsel fees and expenses,
rating agency fees, bond registrar and paying agent fees, dissemination agent fees, printing costs, and other
costs associated with the issuance of the Series 2020 Bonds.
[Remainder of page intentionally left blank]
DEBT SERVICE SCHEDULE
The following table sets forth the debt service payments on the Series 2020 Bonds and the Series
2017 Bonds.
Bond Year
Ending
October 1
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
Series 2020 Bonds
Annual
Principal Interest Debt Service
4
Series 2017 Bonds Combined
Annual Debt Annual
Service Debt Service
$2,367,637.50
2,374,237.50
2,369,437.50
2,370,937.50
2,365,437.50
2,373,187.50
2,373,437.50
2,366,437.50
2,372,437.50
2,365,687.50
2,366,687.50
2,369,937.50
2,370,187.50
2,367,437.50
2,371,687.50
2,367,437.50
2,369,937.50
2,368,687.50
2,368,687.50
2,370,687.50
2,370,250.00
2,367,375.00
2,372,062.50
2,369,562.50
2,367,875.00
2,368,375.00
2.375,875.00
$63,981,625.00
DESCRIPTION OF THE SERIES 2020 BONDS
General
The Series 2020 Bonds will be issued as fully registered bonds in the denomination of $5,000 each
or integral multiples thereof and will be initially registered to Cede & Co., as nominee of The Depository
Trust Company ("DTC"), New York, New York, which will act as securities depository for the Series 2020
Bonds. Unless the book -entry only system is discontinued as described herein, individual purchases of
the Series 2020 Bonds will be made in book -entry form only, and the purchasers will not receive physical
delivery of the Series 2020 Bonds or any certificate representing their beneficial ownership interests in the
Series 2020 Bonds. See "- Book Entry Only System" below.
The principal and premium, if any, on the Series 2020 Bonds will be payable upon presentation
and surrender thereof at the designated corporate trust office of Regions Bank, Jacksonville, Florida, as
Registrar and Paying Agent, or its successors. Interest on the Series 2020 Bonds is payable semi-annually
April 1 and October 1 of each year (first interest payment due April 1, 2021) by check or draft mailed by
the Paying Agent (or by wire transfer from the Paying Agent under certain circumstances) to the
registered owner thereof at the close of business on the date which shall be the fifteenth day of the
calendar month next preceding such interest payment date at the address appearing on the registration
books of the City maintained by Regions Bank, Jacksonville, Florida.
Book -Entry Only System
THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY
("DTC") AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT
THE CITY BELIEVES TO BE RELIABLE. THE CITY TAKES NO RESPONSIBILITY FOR THE
ACCURACY THEREOF.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2020 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE 2020
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2020 BONDS SHALL MEAN CEDE &
CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2020 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2020 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2020 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2020 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2020 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2020 BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTC. ACCORDINGLY, THE CITY NEITHER MAKES NOR CAN MAKE ANY
REPRESENTATIONS CONCERNING THESE MATTERS.
DTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds will be
issued as fully -registered securities 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 2020
Bond certificate will be issued for each maturity of each series of the Series 2020 Bonds as set forth in the
inside cover of this Official Statement, in the aggregate principal amount thereof, and will be deposited
with DTC.
5
DTC, the world's largest securities 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
3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money
market instruments from over 100 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 is the holding company for
DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. 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"). The Direct Participants and
the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P
Global Ratings ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with
the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at
www.dtcc.com.
Purchases of 2020 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2020 Bonds on DTC's records. The ownership interest of each
actual purchaser of each 2020 Bond ("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 2020 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 the Series 2020 Bonds, except in the event that use of the book -entry system for the
Series 2020 Bonds is discontinued.
To facilitate subsequent transfers, all 2020 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 the Series 2020 Bonds with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such 2020 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 2020 Bonds may wish to take
2
certain steps to augment the transmission to them of notices of significant events with respect to the
Series 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example, Beneficial Owners of 2020 Bonds may wish to ascertain that the nominee
holding the Series 2020 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 2020 Bonds within a
maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City 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 the Series 2020 Bonds are credited on the record date (identified in
a listing attached to the Omnibus Proxy).
Redemption proceeds and distributions on the Series 2020 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 the payment date in accordance with their respective holdings
shown on DTC's records. Payments by DTC 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 DTC
Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to
Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the City and/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 2020 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, the 2020 Bond certificates are required to be printed and
delivered.
The City may decide to discontinue use of the system of book -entry -only transfers through DTC
(or a successor securities depository). In that event, 2020 Bond certificates will be printed and delivered
to DTC.
Transfer of Series 2020 Bonds
So long as the Series 2020 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to registration, transfer and exchange of Series 2020 Bonds do not apply to the Series
2020 Bonds.
7
Series 2020 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 Series 2020 Bonds, maturity of any other authorized denominations and
type (e.g., Serial Bonds will be exchanged for Serial Bonds and Capital Appreciation Bonds will be
exchanged for Capital Appreciation Bonds).
The Series 2020 Bonds issued under the Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in the Resolution and in the Series
2020 Bonds. So long as any of the Series 2020 Bonds shall remain Outstanding, the City shall maintain
and keep, at the office of the Registrar, books for the registration and transfer of the Series 2020 Bonds.
Each Series 2020 Bond 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. Upon the transfer of any such Series 2020 Bond, the City shall issue,
and cause to be authenticated, in the name of the transferee a new Series 2020 Bond or Series 2020 Bonds
of the same aggregate principal amount and Series and maturity as the surrendered Series 2020 Bond.
The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the Person in
whose name any Outstanding Series 2020 Bond shall be registered upon the books of the City as the
absolute owner of such Series 2020 Bond, whether such Series 2020 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 Series 2020 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 Series 2020 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.
The Registrar, in any case where it is not also the Paying Agent in respect to the Series 2020
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B) following the
fifteenth day next preceding the date of first mailing of notice of redemption of any Series 2020 Bonds;
and (C) at any other time as reasonably requested by the Paying Agent of such Series, shall certify and
furnish to such Paying Agent the names, addresses and holdings of Series 2020 Bondholders and any
other relevant information reflected in the registration books. Any Paying Agent of any fully registered
Series 2020 Bond shall effect payment of interest on such Series 2020 Bonds by mailing a check or draft to
the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder,
transmit such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Series 2020 Bonds or transferring Series 2020
Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver such Series 2020
Bonds in accordance with the provisions of the Resolution. Execution of Series 2020 Bonds pursuant to
the Resolution for purposes of exchanging, replacing or transferring Series 2020 Bonds may occur at the
time of the original delivery of the Series 2020 Bonds are a part. All Series 2020 Bonds surrendered in any
such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the City to be
canceled by the Registrar. For every such exchange or transfer of Series 2020 Bonds, the City or the
Registrar may make a charge sufficient 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 2020 Bonds during the fifteen days next
preceding an Interest Date on the Series 2020 Bonds (other than Variable Rate Bonds), or, in the case of
any proposed redemption of Series 2020 Bonds, then during the fifteen days next preceding the date of
the first mailing of notice of such redemption and continuing until such redemption date.
Bonds Mutilated, Destroyed, Stolen or Lost
In case any Series 2020 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 2020 Bond of like
tenor as the Series 2020 Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds will be exchanged
for Serial Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds), in
exchange and substitution for such mutilated Series 2020 Bond upon surrender and cancellation of such
mutilated Series 2020 Bond or in lieu of and substitution for the Series 2020 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. All
Series 2020 Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any of
the Series 2020 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2020
Bond, the City may pay the same or cause the Series 2020 Bond to be paid, upon being indemnified as
aforesaid, and if such Series 2020 Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Series 2020 Bonds issued pursuant to the Resolution shall constitute original,
additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed
Series 2020 Bond be at any time found by anyone, and such duplicate Series 2020 Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other
Series 2020 Bonds issued pursuant to the Resolution.
Redemption Provisions
Optional Redemption
The Series 2020 Bonds are subject to redemption prior to their stated dates of maturity, at the
option of the City, in whole or in part on October 1, J or on any date thereafter, at a Redemption Price
of 100% of the principal amount thereof, together with accrued interest on such principal amount to the
redemption date.
Mandatonj Redemption
The Series 2020 Term Bond maturing on October 1, will be subject to mandatory
redemption prior to maturity, by lot, in such manner as the Paying Agent may deem appropriate, at the
Redemption Price of 100% of the principal amount of the Series 2020 Bonds so to be redeemed in the
following Amortization Installments on October 1 in the years specified:
*Final Maturity
Amortization
Year Installment
*
0
Notice of Redemption
Unless waived by any Holder of Series 2020 Bonds to be redeemed, notice of any redemption
made pursuant to the Resolution shall be given by the Registrar on behalf of the City by mailing a copy of
an official redemption notice by registered or certified mail at least thirty days and not more than sixty
days prior to the date fixed for redemption to each Holder of Series 2020 Bonds to be redeemed at the
address of such Holder shown on the registration books maintained by the Registrar or at such other
address as shall be furnished in writing by such Holder to the Registrar; provided, however, that no
defect in any notice given pursuant to the Resolution to any Holder of Series 2020 Bonds to be redeemed
nor failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as to
all other Holders of Series 2020 Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state: the redemption date, the
Redemption Price, if less than all Outstanding Series 2020 Bonds are to be redeemed, the number (and, in
the case of a partial redemption of any Series 2020 Bond, the principal amount) of each Series 2020 Bond
to be redeemed, that, on the redemption date, the Redemption Price will become due and payable upon
each such Series 2020 Bond or portion thereof called for redemption, and that interest thereon shall cease
to accrue from and after said date, and that such Series 2020 Bonds to be redeemed, whether as a whole
or in part, are to be surrendered for payment of the Redemption Price at the designated office of the
Registrar.
Prior to any redemption date, the City shall deposit with the Registrar an amount of money
sufficient to pay the Redemption Price of all the Series 2020 Bonds or portions of Series 2020 Bonds which
are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Series 2020 Bonds or portions of
Series 2020 Bonds to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the City shall default in the
payment of the Redemption Price) such Series 2020 Bonds or portions of Series 2020 Bonds shall cease to
bear interest. Upon surrender of such Series 2020 Bonds for redemption in accordance with said notice,
such Series 2020 Bonds shall be paid by the Registrar at the Redemption Price. Installments of interest due
on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Series 2020 Bond, there shall be prepared for the Holder a
new Series 2020 Bond or Series 2020 Bonds of the same maturity in the amount of the unpaid principal of
such partially redeemed Series 2020 Bond. All Series 2020 Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
Notwithstanding the foregoing or any other provision of the Resolution, notice of optional
redemption pursuant to the Resolution may be conditioned upon the occurrence or non-occurrence of
such event or events as shall be specified in such notice of optional redemption and may also be subject to
rescission by the City if expressly set forth in such notice.
Selection of Series 2020 Bonds to be Redeemed
The Series 2020 Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The City shall, at least sixty days prior to the redemption date (unless a shorter time
period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the
principal amount of Series 2020 Bonds to be redeemed. For purposes of any redemption of less than all of
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the Outstanding Series 2020 Bonds of a single maturity, the particular Series 2020 Bonds or portions of
Series 2020 Bonds to be redeemed shall be selected not more than forty-five days prior to the redemption
date by the Registrar from the Outstanding Series 2020 Bonds of the maturity or maturities designated by
the City by such method as the Registrar shall deem fair and appropriate and which may provide for the
selection for redemption of Series 2020 Bonds or portions of Series 2020 Bonds in principal amounts of
$5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the City and Paying Agent (if the Registrar is not the Paying
Agent for such Series 2020 Bonds) in writing of the Series 2020 Bonds or portions of Series 2020
Bonds selected for redemption and, in the case of any Series 2020 Bond selected for partial
redemption, the principal amount thereof to be redeemed.
Redemption of Portion of Series 2020 Bonds
Any Series 2020 Bond which is to be redeemed only in part shall be surrendered at any place of
payment specified in the notice of redemption (with due endorsement by, or written instrument of
transfer in form satisfactory to, the Registrar duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the City shall execute and the Registrar shall authenticate and
deliver to the Holder of such Series 2020 Bond, without service charge, a new Series 2020 Bond or Bonds,
of the same interest rate and maturity, and of any authorized denomination as requested by such Holder,
in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Series 2020 Bonds so surrendered.
Payment of Redeemed Series 2020 Bonds
Notice of redemption having been given substantially as aforesaid, the Series 2020 Bonds or
portions of Series 2020 Bonds so to be redeemed shall, on the redemption date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the City shall default in
the payment of the Redemption Price) such Series 2020 Bonds or portions of Series 2020 Bonds shall cease
to bear interest. Upon surrender of such Series 2020 Bonds for redemption in accordance with said notice,
such Series 2020 Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption
Price, plus accrued interest. All Series 2020 Bonds which have been redeemed shall be canceled by the
Registrar and shall not be reissued.
SECURITY FOR THE BONDS
Sources of Payment
The Series 2020 Bonds are limited obligations of the City payable from the Pledged Funds on
parity with the Series 2017 Bonds and any Additional Bonds hereafter issued. 'Pledged Funds" means
the Pledged Revenues and until applied in accordance with the provisions of the Resolution, all moneys,
including investments thereof, in the funds and accounts established thereunder, other than the
Unrestricted Revenue Account; provided, however, that proceeds deposited in the Construction Fund in
connection with the issuance of a particular Series of Bonds shall only secure such Series. 'Pledged
Revenues" means the Half -Cent Sales Tax Revenues, Communications Services Tax Revenues, and Public
Service Tax Revenues, and shall not include any direct subsidy payments received from the United States
Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar payments made by the
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Federal Government until deposited into the Interest Account. "Half -Cent Sales Tax Revenues" means
monies received by the City from the Local Government Half -Cent Sales Tax Clearing Trust Fund
pursuant to the provisions of Chapter 218, Part VI, Florida Statutes. "Communications Services Tax
Revenues" means all revenues received by the Issuer from the levy of Communications Services Tax.
"Communications Services Tax" means the taxes on local communications services levied by the City
pursuant to Chapter 202, Florida Statutes, except the receipts of taxes levied pursuant to Section 202.12,
Florida Statutes. "Public Service Tax Revenues" means all revenues received by the City from the levy of
Public Service Taxes. "Public Service Tax" means such tax as levied and collected by the City pursuant
Ordinance No. 542 enacted by the City Commission on October 19, 1971, as amended by Ordinance No.
92-20 enacted by the City Commission on September 1, 1992 (and codified in Chapter 160, Taxation,
Article I of the City's Code of Ordinances), in accordance with and pursuant to Section 166.231, Florida
Statutes also referred to from time to time. as the utility service tax.
The City has experienced a decline in certain Pledged Revenues as a result of COVID-19 and
expects to continue to see a decline, but cannot predict the extent or duration of such decline. See
"RISK FACTORS" herein for more information about the impacts of COWD-19 on the City and its
collection of Pledged Revenues.
THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE
SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO
HOLDER OF ANY SERIES 2020 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE
OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2020 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE
PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION.
Funds and Accounts
The City covenanted and agreed in the Resolution to establish with a bank or trust company in
the State of Florida, which is eligible under the laws of such State to receive funds of the City, separate
funds to be known as the "Revenue Fund," the "Debt Service Fund," and the "Construction Fund." The
City shall maintain in the Revenue Fund two accounts: the "Restricted Revenue Account" and the
"Unrestricted Revenue Account." The City shall maintain in the Debt Service Fund four accounts: the
"Interest Account," the "Principal Account," the "Bond Amortization Account," and the "Reserve
Account." Moneys in the aforementioned funds and accounts, other than the Unrestricted Revenue
Account, until applied in accordance with the provisions of the Resolution, shall be subject to a lien and
charge in favor of the Holders and for the further security of the Holders.
The City shall at any time and from time to time appoint one or more qualified depositories to
hold, for the benefit of the Bondholders, any one or more of the funds and accounts established by the
Resolution. Such depository or depositories shall perform at the direction of the City the duties of the
City in depositing, transferring and disbursing moneys to and from each of such funds and accounts as
set forth in the Resolution, and all records of such depository in performing such duties shall be open at
all reasonable times to inspection by the City and its agents and employees.
The moneys required to be accounted for in each of the foregoing funds and accounts established
in the Resolution may be deposited in a single bank account, and funds allocated to the various funds and
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accounts established therein may be invested in a common investment pool, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit
therein and such investments for the various purposes of such funds and accounts as therein provided.
The designation and establishment of the various funds and accounts in and by the Resolution
shall not be construed to require the establishment of any completely independent, self -balancing funds
as such term is commonly defined and used in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for
application of such revenues as therein provided.
Flow of Funds
The City shall deposit the Pledged Revenues (only to the extent a sufficient amount is not already
on deposit from other legally available revenue sources of the City in amounts sufficient to satisfy all
payment obligations under the Resolution), and any direct subsidy payments received from the United
States Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar payments made
by the Federal government, into the Restricted Revenue Account promptly upon receipt thereof. The
moneys in the Restricted Revenue Account shall be deposited or credited on or before the 21st day of
each month, commencing with the month in which delivery of the Series 2020 Bonds shall be made to the
purchaser or purchasers thereof, or such later date as hereinafter provided, in the following manner and
in the following order of priority:
1. Interest Account. The City shall deposit into or credit to the Interest Account the sum
which, together with the balance in said Account, shall equal the interest on all Outstanding Bonds
accrued and unpaid and to accrue to the end of the then current calendar month. Moneys in the Interest
Account shall be used to pay interest on the Bonds as and when the same become due, whether by
redemption or otherwise, and for no other purpose. The City shall adjust the amount of the deposit into
the Interest Account not later than the month immediately preceding any Interest Date so as to provide
sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest
Date. Any direct subsidy payments received from the United States Treasury relating to Direct Subsidy
Bonds or any other interest subsidy or similar payments made by the Federal government shall be used
to pay interest on Bonds issued as Direct Subsidy Bonds.
2. Principal Account. Next, the City shall deposit into or credit to the Principal Account the
sum which, together with the balance in said Account, shall equal the principal amounts on all
Outstanding Bonds due and unpaid and that portion of the principal next due within one year which
would have accrued on said Bonds during the then current calendar month if such principal amounts
were deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar months of
thirty days each) in equal amounts from the next preceding principal payment due date, or, if there is no
such preceding principal payment due date, from a date one year preceding the due date of such
principal amount. Moneys in the Principal Account shall be used to pay the principal of the Bonds as and
when the same shall mature, and for no other purpose. The City shall adjust the amount of deposit to the
Principal Account not later than the month immediately preceding any principal payment date so as to
provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on such
principal payment date. Payments to the Principal Account shall be on parity with payments to the Bond
Amortization Account.
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3. Bond Amortization Account. Commencing in the month which is one year prior to any
Amortization Installment due date, the City shall deposit into or credit to the Bond Amortization Account
the sum which, together with the balance in said Account, shall equal the Amortization Installments on
all Bonds Outstanding due and unpaid and that portion of the Amortization Installments of all Bonds
Outstanding next due which would have accrued on such Bonds during the then current calendar month
if such Amortization Installments were deemed to accrue monthly (assuming that a year consists of
twelve equivalent calendar months having thirty days each) in equal amounts from the next preceding
Amortization Installment due date, or, if there is no such preceding Amortization Installment due date,
from a date one year preceding the due date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term Bonds in the manner provided in the
Resolution, and for no other purpose. The City shall adjust the amount of the deposit into the Bond
Amortization Account not later than the 21st month immediately preceding any date for payment of an
Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the
Amortization Installments on the Bonds coming due on such date. Payments to the Bond Amortization
Account shall be on a parity with payments to the Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any Amortization
Installment (together with amounts accumulated in the Interest Account with respect to interest, if any,
on the Term Bonds for which such Amortization Installment was established) may be applied by the City,
on or prior to the sixtieth day preceding the due date of such Amortization Installment (a) to the purchase
of Term Bonds of the Series and maturity for which such Amortization Installment was established, at a
price not greater than the Redemption Price at which such Term Bonds may be redeemed on the first date
thereafter on which such Term Bonds shall be subject to redemption, or (b) to the redemption at the
applicable Redemption Price of such Term Bonds, if then redeemable by their terms. The applicable
Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or
redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization
Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after
the sixtieth day preceding the due date of any such Amortization Installment, the City shall proceed to
call for redemption on such due date, by causing notice to be given as provided in the Resolution, Term
Bonds of the Series and maturity for which such Amortization Installment was established (except in the
case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary
to complete the retirement of the unsatisfied balance of such Amortization Installment. The City shall
pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on
or before the day preceding such redemption date (or maturity date), the amount required for the
redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied
by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase
or redemption of Term Bonds shall be paid by the City from the Revenue Fund.
4. Reserve Account. Next, the City shall deposit into or credit to the Reserve Account
and/or any subaccount hereafter created therein a sum sufficient to maintain therein an amount equal to
the applicable Reserve Account Requirement. Moneys in the Reserve Account (or any subaccount therein)
shall be used only for the purpose of the payment of maturing principal, interest or Amortization
Installments on the Bonds which are secured thereby when the other moneys in the Debt Service Fund
are insufficient therefor, and for no other purpose. However, whenever the moneys on deposit in the
Reserve Account (or any subaccount therein) exceed the applicable Reserve Account Requirement, such
excess shall be withdrawn and deposited into the Interest Account.
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Upon the issuance of any Additional Bonds under the terms, limitations and conditions as
provided in the Resolution, the City may, on the date of delivery of such Additional Bonds, create and
establish a separate subaccount in the Reserve Account to secure such Series of Bonds, and may also
establish an applicable Reserve Account Requirement. Such required sum may be paid in full or in part
from the proceeds of such Additional Bonds. No separate subaccount has been created with respect to
the Series 2020 Bonds. See "—No Reserve Funding" below.
Notwithstanding the foregoing provisions, in lieu of the required cash deposits into the Reserve
Account (or any subaccounts therein) , subject to the written consent of the Insurer or Insurers, if any, the
City may, at any time, cause to be deposited into the Reserve Account (or any subaccounts therein) a
surety bond, irrevocable letter of credit, guaranty or an insurance policy for the benefit of the applicable
Bondholders in an amount equal to the difference between the applicable Reserve Account Requirement
and the sums then on deposit in the Reserve Account and/or subaccount therein. Such surety bond,
irrevocable letter of credit, guaranty or insurance policy shall be payable to the Paying Agent (upon the
giving of notice as required thereunder) on any Interest Date on which a deficiency exists which cannot
be cured by funds in any other fund or account held pursuant to the Resolution and available for such
purpose. Repayment of draws made from a surety bond, irrevocable letter of credit, guaranty or an
insurance policy provided pursuant to this paragraph, shall be made in accordance with a Supplemental
Resolution.
Whenever the amount in the Reserve Account or any subaccount therein, together with the other
amounts in the Debt Service Fund, are sufficient to fully pay all applicable Outstanding Bonds in
accordance with their terms (including principal or applicable Redemption Price and interest thereon),
the funds on deposit in the Reserve Account (or any subaccounts therein) may be transferred to the other
accounts of the Debt Service Fund for the payment of such Bonds.
5. Unrestricted Revenue Account. The balance of any moneys after the deposits required
by the Resolution may be transferred, at the discretion of the City, to the Unrestricted Revenue Account
or to any other appropriate fund or account of the City and be used for any lawful purpose.
The City, in its discretion, may use moneys in the Principal Account and the Interest Account to
purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or
redemption does not adversely affect the City's ability to pay the principal or interest coming due on such
principal payment date on the Bonds not so purchased or redeemed.
No Reserve Funding
The City has established in the Resolution that the Reserve Requirement with respect to the Series
2020 Bonds is zero dollars ($0.00) and has not created a separate subaccount in the Reserve Account for
the Series 2020 Bonds. The Series 2020 Bonds shall not be secured by any other account or subaccount in
the Reserve Fund. The Reserve Requirement for the Series 2017 Bonds is also zero dollars ($0.00) and the
Series 2017 Bonds are not secured by any other account or subaccount in the Reserve Fund.
Construction Fund
The City has covenanted and agreed to use moneys on deposit in the Construction Fund only for
payment of the Cost of a Project. Moneys in the Construction Fund which derive from a particular Series
of Bonds, until applied in payment of the Cost of a Project in the manner provided in the Resolution, shall
15
be held in trust by the City and shall be subject to a lien and charge in favor of the Holders of such Series
of Bonds and for the further security of such Holders and shall not be subject to a lien or provide further
security to the Holders of any other Series of Bonds issued pursuant to the Master Resolution.
Additional Parity Obligations
No Additional Bonds payable on a parity with the Bonds then Outstanding pursuant to the
Resolution shall be issued except upon the conditions and in the manner provided in the Resolution. The
City may issue one or more Series of Additional Bonds for any one or more of the following purposes:
financing or refinancing the Cost of an Additional Project, or the completion thereof or of the Initial
Project of the City, or refinancing Subordinate Indebtedness. No such Additional Bonds shall be issued
unless the following conditions are complied with:
1. There shall have been obtained and filed with the City a statement of the Finance
Director (1) setting forth the amount of the Pledged Revenues which have been received by the City
during the most recent Fiscal Year for which audited financial statements are available; and (2) stating
that the amount of the Pledged Revenues received during the aforementioned twelve month period
equaled at least 1.35 times the Maximum Annual Debt Service of all Bonds then Outstanding including
such proposed Additional Bonds with respect to which such statement is made (together with Policy
Costs). 'Policy Costs" means any repayment or payment obligations due and owing in connection with
on any surety bond on deposit in the Reserve Account. In the event the Act is amended to provide for
additional Pledged Revenues to be distributed to the City, the City may then for the purpose of
determining whether there are sufficient Pledged Revenues to meet the coverage tests specified in the
Resolution, have the Finance Director assume that such additional Pledged Revenues were in effect
during the applicable Fiscal Year.
For the purposes of the covenants contained in the Resolution, Annual Debt Service with respect
to Variable Rate Bonds shall be determined assuming that such obligations bear interest at the higher of
6.00% per annum or the actual interest rate borne during the month immediately preceding the date of
calculation. The foregoing notwithstanding, for purposes of calculating Annual Debt Service, any
Variable Rate Bonds with respect to which the City has entered into an interest rate swap or interest rate
cap for a notional amount equal to the principal amount of such variable rate indebtedness shall be
treated for purposes of the Resolution as bearing interest at a fixed rate equal to the fixed rate payable by
the City under the interest rate swap, or the capped rate provided by the interest rate cap.
2. Additional Bonds shall be deemed to have been issued pursuant to the Resolution the
same as the Outstanding Bonds, and all of the other covenants and other provisions of the Resolution
(except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit,
protection and security of the Holders of all Bonds issued pursuant to the Resolution. All Bonds,
regardless of the time or times of their issuance, shall rank equally with respect to their lien on the
Pledged Funds and their sources and security for payment therefrom without preference of any Bond
over any other.
3. In the event any Additional Bonds are issued for the purpose of refunding any Bonds
then Outstanding, the conditions described above shall not apply, provided that the issuance of such
Additional Bonds shall not result in an increase in the aggregate amount of Annual Debt Service on the
Outstanding Bonds becoming due in the current Bond Year or in any subsequent Bond Years. The
conditions described above shall apply to Additional Bonds issued to refund Subordinated Indebtedness
16
and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this
paragraph.
Subordinated Indebtedness
The City will not issue any other obligations, except under the conditions and in the manner
provided in the Resolution, payable from the Pledged Funds or voluntarily create or cause to be created
any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity
with the lien thereon in favor of the Bonds and the interest thereon. The City may 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. The City shall have the right to covenant with the holders from time to time of any
Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any
Additional Bonds may be issued pursuant to the Resolution. The City has agreed in the Resolution to
pay promptly any Subordinated Indebtedness as the same shall become due.
Investments
The Construction Fund, the Restricted Revenue Account and the Debt Service Fund 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 and the investment policy of the City. Moneys on deposit in the Construction Fund,
the Restricted Revenue Account and the Debt Service Fund may be invested and reinvested 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 account of the Construction Fund, the
Interest Account, the Principal Account, the Bond Amortization Account, the Reserve Account or any
subaccounts therein (but only to the extent that the amount therein is less than the applicable Reserve
Account Requirement) and the Restricted Revenue Account shall be retained in such respective Fund or
Account unless otherwise required by applicable law. To the extent that the amount in the Reserve
Account or any subaccounts therein is equal to or greater than the applicable Reserve Account
Requirement, any and all income received by the City from the investment of moneys therein shall be
transferred, upon receipt, and deposited into the Interest Account. See "APPENDIX C — The Resolution"
attached hereto for the definition of 'Permitted Investments."
DESCRIPTION OF PLEDGED REVENUES
Local Government Half -Cent Sales Tax
The City has experienced a decline in Half -Cent Sales Tax Revenue collections as a result of
declines in retail sales as a result of COVID-19 and expects to continue to see a decline in Half -Cent
Sales Tax Revenue collections but cannot predict the extent or duration of such decline. See "RISK
FACTORS" herein for more information about the impacts of COWD-19 on the City and its receipt of
Half -Cent Sales Tax Revenues because of reduced retail sales.
Chapter 212, Florida Statutes, authorizes the levy and collection by the State of a sales tax upon,
among other things, the sales price of each item or article of tangible personal property sold at retail in
the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the
Local Government Half -Cent Sales Tax Program (the "Half -Cent Sales Tax Program") which distributes a
17
portion of the sales tax revenue and money from the State's General Revenue Fund to counties and
municipalities that meet strict eligibility requirements. In 1982, when the Half -Cent Sales Tax Program
was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the
fifth cent was devoted to the Half -Cent Sales Tax Program, thus giving rise to the name "Half -Cent Sales
Tax." Although the amount of sales tax revenue deposited into the Half -Cent Sales Tax Program is no
longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name
"Half -Cent Sales Tax" has continued to be utilized. As of October 1, 2001, the Local Government Half -
Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund") began receiving a portion of
certain taxes imposed by the State on communications services pursuant to Chapter 202, Florida Statutes.
Accordingly, moneys distributed from the Half -Cent Sales Tax Trust Fund now consist of funds derived
from both general sales tax proceeds and certain taxes imposed on the sales of communications services
required to be deposited into the Half -Cent Sales Tax Trust Fund.
The Half -Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at
retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State
on a monthly basis. Chapter 218, Part VI, Florida Statutes, (the "Sales Tax Act") provides for penalties
and fines, including criminal prosecution, for non-compliance with the provisions thereof.
The general rate of sales tax in the State is currently 6%. Section 212.20, Florida Statutes, provides
for the distribution of 8.9744% of sales tax revenues to the Half -Cent Sales Tax Trust Fund, after
providing for certain transfers to the State's General Fund and the Public Employees Relations
Commission Trust Fund. Such amount deposited in the Half -Cent Sales Tax Trust Fund is earmarked for
distribution to the governing body of such county and each eligible municipality within that county
pursuant to the following distribution formula:
County Share
(percentage of total Half -Cent = unincorporated + 2/3 incorporated
Sales Tax receipts) area population area population
total county population + 2/3 incorporated
area population
Municipality Share
(percentage of total Half -Cent = municipality population
Sales Tax receipts) total county population + 2/3 incorporated
area population
For purposes of the foregoing formula, "population" is based upon the latest official State
estimate of population certified prior to the beginning of the local government fiscal year. Should the
City annex any area or should any area of the City de -annex from the City, the share of the Half -Cent
Sales Tax received by the City would be respectively increased or decreased according to the foregoing
formula.
The Half -Cent Sales Taxes are distributed from the Half -Cent Sales Tax Trust Fund on a monthly
basis to participating units of local government in accordance with the Sales Tax Act. The Sales Tax Act
permits the City to pledge its share of the Half -Cent Sales Tax for the payment of principal of and
interest on any capital project.
M
To be eligible to participate in the Half -Cent Sales Tax Program, each municipality and county is
required to have satisfied these Eligibility Requirements (defined below). The City must have:
(i) reported its finances for its most recently completed fiscal year to the Florida
Department of Banking and Finance as required by Florida law;
(ii) made provisions for annual post audits of financial accounts in accordance with
provisions of law;
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special mileages authorized by the voters, to produce the
revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable
values or, in order to produce revenue equivalent to that which would otherwise be
produced by such 3 mill ad valorem tax, to have received certain revenues from a
county (in the case of a municipality), collected an occupational license tax, utility tax, or
ad valorem tax, or any combination of those three sources;
(iv) certified that persons in its employ as law enforcement officers meet certain
qualifications for employment, and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment
qualifications and are eligible for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the
general budget of such county or municipality has met the provisions for annual post
audit of its financial accounts in accordance with law; and
(vii) certified to FDOR that it has complied with certain procedures regarding the
establishment of the ad valorem tax millage of a county or municipality as required by
law.
The requirements described in (i) through (vii) are referred to herein as the "Eligibility
Requirements". If the City does not comply with the Eligibility Requirements, the City would lose its
Half -Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of
noncompliance" by FDOR. The City has continuously maintained eligibility to receive the Half -Cent
Sales Tax.
Although the Sales Tax Act does not impose any limitation on the number of years during which
the City can receive distribution of the Half -Cent Sales Tax Revenues from the Half -Cent Sales Tax Trust
Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional
requirements of eligibility for counties and municipalities participating in the Half -Cent Sales Tax
Program, and it is not unusual for the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida
Statutes, to be revised from time to time.
The City receives approximately 4.15% of the Half -Cent Sales Tax collected within Orange
County, Florida (the "County").
The table below provides historical half -cent sales tax revenues distributed to the City for the
fiscal years ended September 30, 2010 through and including 2019.
19
CITY OF OCOEE, FLORIDA
HISTORICAL HALF -CENT SALES TAX REVENUE DISTRIBUTION
Fiscal Year
Ended September 30
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Half -Cent
Sales Tax Revenues
$3,956,965
4,391,828
4,598,067
4,924,796
5,314,028
5,665,490
6,084,185
6,359,607
7,013,913
7,365,056
Source: City of Ocoee, Florida Finance Department
Percentage Change
10.99
4.70
7.11
7.90
6.61
7.39
4.53
10.29
5.01
Collections of Half -Cent Sales Tax Revenues received by the City for the ten-month period ended
July, 2020 totaled $5,533,965 (unaudited). Collections for the same ten-month period for the fiscal year
ended September 30, 2019 totaled $6,124,524. A comparison of such ten-month periods (the "Comparison
Period") reflects a total 10% decrease in collections. The table below reflects month by month collections
and percentage increase/decrease for that Comparison Period.
Month
October 2018
November 2018
December 2018
January 2019
February 2019
March 2019
April 2019
May 2019
June 2019
July 2019
Monthly Half -
Cent Sales
Tax Revenue
Collections
$533,005
571,294
602,959
620,607
669,182
585,275
587,741
702,371
619,909
612,180
Month
October 2019
November 2019
December 2019
January 2020
February 2020
March 2020
April 2020
May 2020
June 2020
July 2020
Monthly Half -
Cent Sales Tax
Revenue
Collections
(unaudited)
$589,188
585,622
643,836
659,892
721,256
647,966
620,599
463,034
273,521
329,051
Percent
Increase/Decrease
11%
3
7
6
8
11
6
(34)
(56)
(46)
The City expects it will continue to see a decrease in Half -Cent Sales Tax Revenue collections
as a result of declines in retail sales as a result of COVID-19, but cannot predict the extent or duration
of such decline. See "RISK FACTORS" herein for more information about the impacts of COWD-19 on
the City and its receipt of Half -Cent Sales Tax Revenues because of reduced retail sales.
The amount of Half -Cent Sales Tax Revenues received by the City is subject to increase or
decrease due to (i) increases or decreases in the dollar volume of taxable sales within the State, (ii)
legislative changes relating to the overall sales tax, which may include changes in the scope of taxable
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sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Half -
Cent Sales Tax Trust Fund, (iii) changes in the relative population of the City to the County, which affect
the percentage of Local Government Half -Cent Sales Tax received by the City, and (iv) other factors
which may be beyond the control of the City, including but not limited to the potential for increased use
of electronic commerce and other internet-related sales activity that could have a material adverse
impact upon the amount of sales tax collected by the State and then distributed to the City.
See "—Recent Legislation' below for a description of certain recent and proposed legislation
that could have an adverse effect on the amount of Half -Cent Sales Tax Revenues received by the City in
the future.
Local Communications Services Tax
The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of
Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202,
Florida Statutes (the "CSTA") established, effective October 1, 2001, a local communications services tax
on the sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same
date repealed Section 166.231(9), Florida Statutes, which previously granted municipalities the authority
to levy a utility services tax on the purchase of telecommunications services. See "—Public Service Tax'
below. Pursuant to Ordinance No. 2001-13 enacted by the City Commission on June 19, 2001, the City's
local communications services tax rate is 5.22%, which is the maximum City's utility tax rate under
Florida Law.
The proceeds of the local communications services tax, less the FDOR cost of administration
which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services
Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction.
The local communications services tax revenues received by the City are deposited into the City's General
Fund and may be used for any public purpose. The revenues that are received by the City from such
communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to
Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded
indebtedness.
The CSTA replaced the former public service tax on telecommunications, including pre -paid
calling arrangements, as well as any revenues from franchise fees on cable and telecommunications
service providers and permit fees relating to placing or maintaining facilities in rights-of-way collected
from providers of certain telecommunications services, with the local communications services tax. The
communications services tax applies to a broader base of communications services than the former public
service tax on telecommunications.
The local communications services tax applies to the purchase of "communications services"
which originated or terminated within the City, with certain exemptions described below.
"Communication services" under the CSTA are defined as the transmission, conveyance, or routing of
voice, data, audio, video, or any other information or signals, including cable services, to a point, or
between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other
medium or method now in existence or hereafter devised, regardless of the protocol used for such
transmission or conveyance. The term does not include:
(a) Information services.
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(b) Installation or maintenance of wiring or equipment on a customer's premises.
(c) The sale or rental of tangible personal property.
(d) The sale of advertising, including, but not limited to, directory advertising.
(e) Bad check charges.
(f) Late payment charges.
(g) Billing and collection services.
(h) Internet access service, electronic mail service, electronic bulletin board service, or
similar on-line services.
While such services have historically been taxed if the charges for such services are not stated
separately from the charges for communications services on a customer's bill, providers now have the
ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's
books and records kept in the regular course of business. The dealer may support the allocation of
charges with books and records kept in the regular course of business covering the dealer's entire service
area, including territories outside of the State of Florida.
The sale of communications services to (i) the federal government, or any instrumentality or
agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the State or any county,
municipality or political subdivision of the State when payment is made directly to the dealer by the
governmental entity, and (iii) any home for the aged or educational institution (which includes state tax -
supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries
and museums, among others) or religious institutions (which include, but are not limited to,
organizations having an established physical place for worship at which nonprofit religious services and
activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications
services tax. In addition, the local communications services tax does not apply to any direct home
satellite service.
The CSTA provides that, to the extent that a provider of communications services is required to
pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance
with respect to the services or revenues that are also subject to the local communications services tax,
such provider is entitled to a credit against the amount of such local communications services tax payable
to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The
amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to
receive under Section 202.18(3), Florida Statutes. However, the City does not impose any such fees or
charges on communications services providers.
Under the CSTA, local governments must work with the FDOR to properly identify service
addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate
service address information, the local government risks losing tax proceeds that it should properly
receive. The City believes it has provided the FDOR with all information that the FDOR has requested as
of the date hereof and that such information is accurate.
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Providers of communications services collect the local communications services tax and may
deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip
code database or a data base that is either supplied or certified by the FDOR). The communications
services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The
FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments
after deducting up to 1% of the total revenues generated as an administrative fee.
The amount of local communications services tax revenues received by the City is subject to
increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the City,
(ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. The
amount of the local communications services tax revenues collected within the City may be adversely
affected by de -annexation. Such de -annexation would decrease the number of addresses contained
within the City. At this time, there are no de -annexations anticipated within the City.
The table below provides historical Communications Services Tax Revenues collected by the
City for the fiscal years ended September 30, 2010 through and including 2019 and Communications
Services Tax Revenues collected by the City for the ten month period ending July 31, 2020 (unaudited).
CITY OF OCOEE, FLORIDA
HISTORICAL COMMUNICATIONS SERVICES TAX REVENUES DISTRIBUTION
Fiscal Year
Ended September 30
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020(2)
Communications
Services Tax Revenues
$1,436,491
1,345,646
1,330,929
1,312,238
1,238,701
1,181,276
1,102,210
1,051,040
981,126
1,014,220
882,148
Percentage Change 1)
(6.3)
(1.1)
(1.4)
(5.6)
(4.6)
(6.7)
(4.6)
(6.7)
3.4
N/A
(1) Exemptions to certain services and plans, advances in technology, and shifts in the market have
led to the decline in Communications Services Tax Revenues.
(2) Reflects unaudited Communication Services. Tax Revenues for the ten month period ending July
31, 2020.
Source: City of Ocoee, Florida Finance Department.
Public Service Tax
The 'Public Service Tax" (also, commonly referred to as the "Utility Services Tax") is imposed by
the City pursuant to the Constitution of the State and Section 166.231, Florida Statutes, and other
applicable provisions of law. Florida law authorizes any municipality in the State to levy a public
service tax on the purchase within such municipality of electricity, metered natural gas, liquefied
petroleum gas either metered or bottled, manufactured gas either metered or bottled, and water service.
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Services competitive with those enumerated in the previous sentence, as defined by ordinance, shall be
taxed on a comparable basis at the same rates. However, fuel oil shall be taxed at a rate not to exceed 4
cents per gallon. Pursuant to Ordinance No. 542 enacted by the City Commission on October 19, 1971, as
amended by Ordinance No. 92-20 enacted by the City Commission on September 1, 1992 (collectively,
the 'Public Service Tax Ordinance"), the City levied a public service tax on the purchase of electricity and
metered or bottled gas, whether natural liquefied petroleum gas or manufactured fuel oil delivered in
the City at a rate of ten percent (10%) of the charge made by the seller of such service. The public service
tax shall be levied only upon purchases within the corporate limits of the City and shall not exceed ten
(10%) percent of the payments received by the seller of the taxable item from the purchaser for the
purchase of such service. This tax is required to be paid by the purchaser thereof to the seller of such
electricity at the time of paying the charge therefor, but not less than monthly.
Florida law provides that a municipality may exempt from the public service tax the first 500
kilowatts of electricity per month purchased for residential use, metered or bottled gas or fuel oil for
agricultural purposes, purchases of electricity, natural gas, liquefied petroleum gas or manufactured gas
by industrial customers for use in industrial manufacturing or processing facilities in the City and
electrical energy used in a facility located in a designated enterprise zone. The City has implemented
exemptions for sale of natural gas to a public or private utility, including a utility operated by the City,
or other municipal corporation and rural electric cooperative associations, either for resale or for use as
a fuel in the generation of electricity. Additional statutory exemptions are accorded to purchases for
resale or for use as fuel in the generation of electricity, or the purchase of fuel oil or kerosene for use as an
aircraft engine fuel or propellant or for use in internal combustion engines.
The public service tax shall not be applied against any fuel adjustment charge. The term "fuel
adjustment charge" means all increases in the cost of utility services to the ultimate consumer resulting
from an increase in the cost of fuel to the utility subsequent to October 1, 1973.
The public service tax must be collected by the seller from purchasers at the time of sale and
remitted to the City on a monthly basis. Taxes on most utility services are separately itemized on the bill
rendered to customers, but separate disclosure is not required. A failure by a consumer to pay that
portion of the bill attributable to the public service tax may result in a suspension of the service involved
in the same fashion as the failure to pay that portion of the bill attributable to the particular utility service.
The primary source of Public Service Tax Revenues relate to electric services currently provided
by Duke Energy. Public Service Tax Revenues received in fiscal year ended September 30, 2019 from this
source totaled $3,367,439, or approximately 84% of all Public Service Tax Revenues received by the City
in such fiscal year.
The amount of Public Service Tax Revenues collected by the City may fluctuate as the price of
fuel, gas, electricity and the other services subject to the Public Service Tax fluctuates and a sustained
increase in the price thereof may have an adverse effect on the amount of Public Service Tax collected.
The table below provides historical Public Service Tax Revenues collected by the City for the
fiscal years ended September 30, 2010 through an including 2019 and Public Service Tax Revenues
collected by the City for the ten month period ending July 31, 2020 (unaudited).
24
CITY OF OCOEE, FLORIDA
HISTORICAL PUBLIC SERVICE TAX REVENUES
Year Ended
Public Service
Percentage
September 30
Tax Revenues
Change
2010
$3,157,954
—%
2011
3,084,358
(2.3)
2012
2,911,601
(5.6)
2013
3,003,838
3.2
2014
3,242,016
7.9
2015
3,213,389
(0.9)
2016
3,352,691
4.3
2017
3,446,277
2.8
2018
3,601,253
4.5
2019
4,010,073
11.4
20200)
3,522,097
N/A
(r) Reflects unaudited Public Service Tax Revenues for the ten month period ending July 31, 2020.
Source: City of Ocoee, Florida Finance Department.
CITY OF OCOEE, FLORIDA
PRO FORMA DEBT SERVICE COVERAGE
ON THE BONDS
Fiscal year Ended September 30
2015 2016 2017 2018 2019
Public Service Tax $3,213,389 $3,352,691 $3,446,277 $3,601,253 $4,010,073
Communications Services Tax 1,181,276 1,102,210 1,051,040 981,126 1,014,220
Half -Cent Sales Tax 5,665.490 6,084,185 6,359,607 7,013,913 7,365,056
Total Pledged Funds $10,060,155 $10,539,086 $10,856,924 $11,596,292 $12,389,349
Maximum Annual Debt
Service on the Bonds(') $3,075,188 $3,075,188 $3,075,188 $3,075,188 $3,075,188
Pro Forma Debt Service
Coverage(2) 3.27x 3.43x 3.53x 3.77x 4.03x
(') Maximum Annual Debt Service includes actual debt service on the Series 2017 Bonds and estimated debt
service on the Series 2020 Bonds based on a final maturity of October 1, 2046 and an estimated true interest
cost rate of 3.00%.
(2) Debt Service Coverage is expected to decline for fiscal year ending September 30, 2020 due to the effects of
the COVID-19 pandemic. The City cannot predict the extent or duration of such effects. See "—Local
Government Half -Cent Sales Tax" above for unaudited Comparison Period results of Half -Cent Sales Tax
collections and "RISK FACTORS" below for more information about COVID-19 and its impacts on the City.
Outstanding Obligations
The City currently has outstanding its Capital Improvement Revenue Note, Series 2009 (the
"Series 2009 Note") and Non -Ad Valorem Refunding Revenue Note, Series 2012 (the "Series 2012 Note")
which are each secured by a covenant to budget and appropriate legally available non -ad valorem
revenues. The Pledged Revenues securing the Series 2020 Bonds constitute a portion of the City's non -ad
25
valorem revenues, and may only be available to pay debt service on the Series 2009 Note and the Series
2012 Note after debt service on the Series 2017 Bonds and the Series 2020 Bonds is paid. The City fully
anticipates compliance with any covenants relating to the issuance of additional debt contained within
the resolutions authorizing the Series 2009 Note and the Series 2012 Note.
Recent Legislation
The Florida Legislature passed CS/HB 7087 during its 2018 session that went into effect on July 1,
2018. Among other things, CS/HB 7087 implemented new, extended, or expanded sales tax exemptions
including: sales tax credits for contributions to the Gardiner Scholarship and Florida Tax Credit
Scholarship programs; certain generators for nursing homes and assisted living facilities; and certain
purchases of agriculture related fencing materials and building materials for repair of storm damage from
Hurricane Irma. The Florida Legislature passed CS/HB 7097 during its 2020 session that goes into effect
on July 1, 2020. Among other things, CS/HB 7097 added sales tax holidays including a three day "back to
school" holiday for clothing, footwear, school supplies and computers and a seven day "disaster
preparedness" holiday for sales of specified items related to disaster preparedness. The City does not
expect CS/HB 7087 and CS/HB 7097 will have an adverse impact on its ability to pay debt service on the
Series 2020 Bonds.
RISK FACTORS
In addition to other factors described in this Official Statement, the future financial condition of
the City and/or its collection of the Pledged Revenues could be affected adversely by, among other things,
public health emergencies, legislation, economic conditions, demographic changes, hurricanes and
litigation, some of which are described in further detail below:
Infectious Disease. The City's financial results could be harmed by a national or localized outbreak
of a highly contagious, epidemic or pandemic disease. Specifically, there can be no assurances that the
spread of the novel strain of coronavirus called COVID-19, or other highly contagious or epidemic or
pandemic diseases, will not adversely impact the City's collection of the Pledged Revenues or any of the
City's finances and/or its financial position, including pension funding and property tax valuations.
COVID-19 was characterized by the World Health Organization on March 11, 2020, as a pandemic.
Responses to COVID-19 have varied at the local, state and national levels. On March 13, 2020, President
Trump declared a national emergency in response to COVID-19. Both prior and subsequent to the
President's declaration, a variety of federal agencies, along with state and local governments, have
implemented efforts designed to limit the spread of COVID-19. Among other matters, the Florida
Governor has issued executive orders to address the impact of COVID-19. Most recently, Executive
Order 20-139 was issued on June 5, 2020, bringing all but three (3) Florida counties into Phase 2 of the
"Safe. Smart. Step -by -Step Plan for Florida s Recovery." Since the pandemic declaration, COVID-19 has
negatively affected travel, commerce, and financial markets globally, and is widely expected to continue
to negatively affect economic growth and financial markets worldwide, including within Florida. These
negative impacts could reduce property values, and/or significantly and materially slow retail sales.
The continued spread of COVID-19, and measures taken to prevent or reduce it, have, and are
anticipated to, adversely impact state, national and global economic activities and, accordingly, adversely
impact the financial condition and performance of the State and the City, and the extent of that impact
could be material. Recently, stock markets in the U.S. and globally have seen significant volatility and
declines that have been attributed, at least in part, to the COVID-19 concerns. While the impact on the
26
City is uncertain at this time, the City is monitoring the impact of COVID-19 and will address such
impacts, as necessary. However, due to the unprecedented nature of the spread of COVID-19, the
duration and extent of the impact of COVID-19 on the City's revenues, expenses and cash flow or ratings
are uncertain and cannot be quantified at this time. See "DESCRIPTION OF PLEDGED REVENUES -
Local Government Half -Cent Sales Tax' and 'RATINGS" herein, and "APPENDIX B - CITY OF OCOEE,
FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30,
2019" attached hereto.
While the foregoing describes certain risks related to the current outbreak of COVID-19, the same
risks may be associated with any contagious epidemic or pandemic or disease.
Ober Security. The City, like many other governmental entities, relies on a technology
environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not
limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and
networks. There can be no assurance that any security and operational control measures implemented by
the City will be completely successful to guard against and prevent cyber threats and attacks. The result of
any such attack could impact operations and/or digital networks and the costs of remedying any such
damage could be significant.
The City has a disaster recovery manual that is frequently reviewed and updated. In terms of
operational security, the City uses off-site email filtering services that checks each incoming and outgoing
message for malware. The Citys website is hosted at a remote location with no connection to the City's
network. Internet connection points were distributed to multiple locations that are all protected by
several firewalls and other levels of security and local and remote locations. Traffic for public Wi-Fi
services is not comingled with security City traffic. The City deploys all software updates on a routine
basis. The City has a complete, real-time backup of all data at a second server location that can provide
full failover services due to an outage at City Hall, including city government continuation should a
cyberattack occur. There is also a complete secure 24-hour cycle backups that are isolated from the
network. A honeypot trap has been established with continuous network traffic monitoring that allows
staff to detect and observe any attempts to hack the City's network. The City provides cybersecurity
training to all staff and test that training regularly through managed mock-phishing campaigns that send
an employee to additional training if they fail the test. The City has monthly cyberattack testing
conducted by federal agencies to check the network for any weak elements, participate in the Multi -State
Information Sharing and Analysis Center (MS-ISAC), and work with regional, state, and federal partners
on a continuing basis to ensure we have the latest information regarding cyber threats. Senior IT staff are
certified in cybersecurity methods and receive frequent training in the latest measures.
Climate Change and Natural Disasters. The State is naturally susceptible to the effects of extreme
weather events and natural disasters including floods, droughts, and hurricanes, which could result in
negative economic impacts local governments. Such effects can be exacerbated by change in climate. The
occurrence of such extreme weather events could damage the local infrastructure that provides essential
services to the City. The economic impacts resulting from such extreme weather events could include a
loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be
given as to whether future extreme weather events will occur that could materially impair the financial
condition of the City.
Legislative Changes. New proposals may be presented regarding ad valorem tax reform or one or
more sources of the Pledged Revenues during upcoming legislative sessions. It is impossible to predict
27
with certainty whether such new proposals or any previous proposals regarding the same will be
adopted by the Florida Senate and House of Representatives and signed by the Governor of the State, if
adopted, the form thereof or the impact that any pending or future legislation will or may have on the
Pledged Revenues.
THE CITY
General
The City was incorporated in 1925. It is located approximately 10 miles west of Orlando, is
bounded on the west by the City of Winter Garden, Florida and on the south by the City of 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 the County. The City's permanent population as of September 30, 2019 was
47,580. Further demographic information regarding the City is included in APPENDIX A hereto.
City Government
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. The City Commission
constitutes the governing body and authority of the City with all the powers and privileges granted and
provided in its Charter.
The members of the City Commission and the expiration of their terms of office are as follows:
City Commissioners
District
Term Expires
Rusty Johnson, Mayor
At Large
March 2023
Larry Brinson, Sr.
1
March 2023
Rosemary Wilsen
2
March 2021
Richard Firstner
3
March 2023
George Oliver III
4
March 2021
Scott Cookson, City Attorney. The City Commission appoints a City Attorney who acts as the
attorney and counselor for the City. The City Attorney prepares and/or reviews as to form and legality
all contracts, agreements, bonds and other written instruments to which the City is a party. He also
prosecutes and defends complaints, suits and other controversies on behalf of the City.
Scott Cookson currently serves as the City Attorney for the City and has served in that capacity
for four years. Mr. Cookson is an attorney at the law firm of Shuffield, Lowman & Wilson, P.A. He
received his law degree from the University of Florida in 1997 and has been a member of The Florida Bar
since 1998.
M
Administration
Robert D. Frank, City Manager. The City Commission appoints a City Manager who serves as the
chief administrative officer of the City. The powers and duties of the City Manager include directing and
supervising the administration of all departments, offices and agencies of the City, preparing and
submitting to the City Commission the annual budget and capital program for the City, preparing and
submitting to the City Commission a complete report on the finances and administrative activities of the
City and other duties as required under the Charter.
Robert Frank currently serves as the City Manager for the City and has served in that capacity for
12 years. He graduated from Florida Atlantic University with a master's degree in public administration.
He is also the recipient of a bachelor of engineering technology from the State University of New York.
Mr. Frank has a broad range of public sector experience, which includes positions as Assistant City
Manager, Assistant Director of Public Works, Deputy County Manager, Director of Public Works,
Paramedic, Parks and Recreation, Police Officer, Process Control Engineer, and Utilities. In addition, he
has completed certificate programs in Strategic Management and Executive Leadership from the Florida
International University. Mr. Frank is certified as a "credentialed city manager" by the International City
Management Association.
Melanie Sibbitt, City Clerk. The City Manager appoints the City Clerk. The powers and duties of
the City Clerk include providing notice of City Commission meetings, attending and keeping minutes,
and acting as custodian of the City's seal, ordinances, resolutions and other documentation pertaining to
the City, preserving and filing all contracts and agreements to which the City is a party, attesting to the
Mayor's signature and other duties as required under the Charter.
Melanie Sibbitt has been employed by the City for 19 years. Within her 19 years of governmental
experience she was Deputy City Clerk for 12 years until recently promoted to City Clerk. She received
her Associates of Arts in Business Administration from Valencia Community College. She is a Certified
Municipal Clerk through the International Institute of Municipal Clerks (IIMC). Mrs. Sibbitt is currently
a member of the Florida Association of City Clerks (FACC) and the International Institute of Municipal
Clerks (IIMC).
Rebecca Roberts, Finance Director. The City Manager appoints the Finance Director. The Finance
Director is responsible for the accounting of all monies received and paid on behalf of the City, verifying
that prudence and due diligence are used in the expenditure of City funds, ensuring compliance with all
laws and regulations for financial reporting, and the safeguarding of the City's assets.
Rebecca Roberts, CPA, is a Certified Public Accountant with over ten years government finance
experience. She has served as the Finance Director for the City since 2018 where she manages the City's
Finance Department a 14 -person office whose responsibilities include Finance, Accounting, Procurement,
Treasury Management, and Customer Service. She is also currently the President of the Board of the
Florida Short Term Asset Reserve (FLSTAR). Prior to working at the City, Ms. Roberts previously held
the positions of Chief Financial Officer with the School District of Manatee County, Florida and Division
Chief/Chief Accountant with the City of Baltimore, Maryland. Prior to assuming the role in Baltimore,
Ms. Roberts held senior leadership positions in the private sector and served on various boards and
committees. Ms. Roberts is a graduate of the University of Maryland —University College/Asian Division
with a bachelor's degree.
29
Annual Audit
The Charter of the City requires the City Commission provide for an independent annual audit of
all City accounts. Audits are required to be made by a certified public accountant or firm of accountants
who or which have no personal interest, direct or indirect, in the fiscal affairs of the City government or
any of its officers. Florida law also requires that an annual audit of all City accounts and records be
completed within nine months following the end of each Fiscal Year by an independent certified public
accountant retained by the City and paid from its public funds. The City has retained an independent
certified public accountant for such purpose. See "FINANCIAL STATEMENTS" herein and
"APPENDIX B — CITY OF OCOEE, FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT
FISCAL YEAR ENDED SEPTEMBER 30,2019" hereto.
Description of Financial Practices
The financial statements of the City are prepared in conformity with generally accepted
accounting principles as applied to local government finances. The City uses funds and accounts groups
to report on its financial position and the results of its operations. A summary of significant accounting
policies of the City is contained in the notes to the City's financial statements, which are included in
APPENDIX B hereto.
Annual Budget
Annual budgets of the City are adopted on a basis consistent with generally accepted accounting
principles, except as described in its financial statements. The City follows these procedures set forth
below in establishing the budgetary data reflected in the financial statements.
1. Prior to August 1st, the City Manager submits to the City Commission a proposed
operating budget for the fiscal year commencing the following October 1st. The
operating budget includes proposed expenditures and the means of financing them.
2. Public hearings are conducted to obtain taxpayers comments.
3. On or before September 30th of each year, public hearings are completed and the City
Commission adopts the final budget and establishes the ad valorem tax millage.
4. The City cannot legally exceed the budget; however, the City Manager is authorized to
transfer budgeted amounts within departments within any fund. The City Commission
must approve revisions that alter the total expenditures of any department. The legal
level of budgetary control is the department level.
5. Budgetary comparisons are not presented for Enterprise Funds since not required under
generally accepted accounting principles.
INVESTMENT POLICY
Generally, investment of surplus funds of the City is subject to State law, including, in particular,
Section 218.415, Florida Statutes, which requires the adoption of a formal written investment policy for
each unit of local government within the State. The City's investment policy is governed by State Statutes
and City ordinances. The investment policy does not apply to the City's pension funds and funds related
30
to the issuance of debt where there are other existing policies or indentures in effect. City ordinances
allow investments in any financial institution that is a qualified public depository of the State as
identified by the State Treasurer, in accordance with Chapter 280, Florida Statutes. Authorized
investments under the City's investment policy are:
1. State Board of Administration Local Government Investment Pool;
2. Registered investment companies (money market mutual funds);
3. Money market funds and certificates of deposit in state -certified qualified public
depositories;
4. U.S. Government Agency Securities and U.S. Treasury bills, notes and bonds; and
5. Repurchase agreements
Moneys on deposit in the funds and accounts created under the Resolution may be invested only
in Authorized Investments (as defined in the Resolution). For a description of the Permitted Investments
for moneys in the Funds and Accounts established under the Resolution, see the information contained in
"APPENDIX C -THE RESOLUTION", which contains the definition of Permitted Investments.
LITIGATION
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 2020 Bonds, or any
proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the
Resolution, or the collection of Pledged Funds. Neither the creation, organization or existence, nor the
title of the present members of the Commission, or other officers of the City are 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 on the financial condition of the City.
LEGAL MATTERS
Certain legal matters incident to the issuance of Series 2020 Bonds and with regard to the
treatment of interest on Series 2020 Bonds for federal tax purposes (see "TAX MATTERS") are subject to
the legal opinion of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel. The signed legal opinion,
dated and premised on law in effect as of the date of original delivery of Series 2020 Bonds, will be
delivered to the Underwriter at the time of original delivery.
The proposed text of the legal opinion is set forth as APPENDIX D hereto. The actual legal
opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of
delivery. Such opinion is also based on factual representations made to Bond Counsel as of the date of
such opinion and will speak only as of its date. Bond Counsel assumes no duty to update or supplement
its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention or
reflect any changes in law that may thereafter occur or become effective. Subsequent distribution of the
31
opinion by recirculation of the Official Statement or otherwise shall create no implication that Bond
Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion
subsequent to its date. Furthermore, Bond Counsel's opinion is not a guarantee of a particular result, and
is not binding on the Internal Revenue Service or other courts; rather such opinion represents Bond
Counsel's professional judgment based on its review of existing law, and in reliance on the
representations and covenants that it deems relevant to such opinion.
Certain legal matters incident to the issuance of Series 2020 Bonds will be passed upon for the
City by Shuffield, Lowman & Wilson, P.A., City Attorney, and by Bryant Miller Olive P.A., Orlando,
Florida, Disclosure Counsel. The Underwriter is being represented by GrayRobinson P.A., Tampa,
Florida.
GrayRobinson, P.A. has represented the City on matters not related to the issuance of the Series
2020 Bonds. Bryant Miller Olive P.A. may, from time -to -time, serve as counsel to the Underwriter. The
Underwriter has not identified any additional potential or actual material conflicts that require
disclosure.
TAX MATTERS
General
The Code establishes certain requirements which must be met subsequent to the issuance of the
Series 2020 Bonds in order that interest on the Series 2020 Bonds be and remain excluded from gross
income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2020
Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2020 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 2020 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 with respect to the Series 2020 Bonds to
comply with such requirements in order to maintain the exclusion from federal gross income of the
interest on the Series 2020 Bonds.
In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing
laws, regulations, judicial decisions and rulings, interest on the Series 2020 Bonds is excluded from gross
income for purposes of federal income taxation. Interest on the Series 2020 Bonds is not an item of tax
preference for purposes of the federal alternative minimum tax.
Except as described above, Bond Counsel will express no opinion regarding other federal income
tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series
2020 Bonds. Prospective purchasers of Series 2020 Bonds should be aware that the ownership of Series
2020 Bonds may result in collateral federal income tax consequences, including (i) the denial of a
deduction for interest on indebtedness incurred or continued to purchase or carry Series 2020 Bonds;
(ii) the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen
percent (15%) of certain items, including interest on Series 2020 Bonds; (iii) the inclusion of interest on
Series 2020 Bonds in earnings of certain foreign corporations doing business in the United States for
purposes of the branch profits tax; (iv) the inclusion of interest on Series 2020 Bonds in passive income
subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and
32
profits at the close of the taxable year; and (v) the inclusion of interest on Series 2020 Bonds in "modified
adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the
purposes of determining whether such benefits are included in gross income for federal income tax
purposes.
As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon
representations and covenants made on behalf of the City, certificates of appropriate officers and
certificates of public officials (including certifications as to the use of proceeds of the Series 2020 Bonds
and of the property financed or refinanced thereby), without undertaking to verify the same by
independent investigation.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2020 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING,
BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN
THAT REGARD.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Series 2020 Bonds is subject to information
reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This
reporting requirement does not affect the excludability of interest on the Series 2020 Bonds from gross
income for federal income tax purposes. However, in conjunction with that information reporting
requirement, the Code subjects certain non -corporate owners of Series 2020 Bonds, under certain
circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the
Series 2020 Bonds and proceeds from the sale of Series 2020 Bonds. Any amount so withheld would be
refunded or allowed as a credit against the federal income tax of such owner of Series 2020 Bonds. This
withholding generally applies if the owner of Series 2020 Bonds (i) fails to furnish the payor such owner's
social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an
incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined
in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities
broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and
that such owner is not subject to backup withholding. Prospective purchasers of the Series 2020 Bonds
may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer
information in order to avoid backup withholding.
Other Tax Matters
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 2020 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 2020 Bonds. From time to time, legislative proposals
are pending which could have an effect on both the federal tax consequences resulting from ownership of
the Series 2020 Bonds and their market value. No assurance can be given that legislative proposals will
not be enacted that would apply to, or have an adverse effect upon, the Series 2020 Bonds.
33
Prospective purchasers of the Series 2020 Bonds should consult their own tax advisors as to the
tax consequences of owning the Series 2020 Bonds in their particular state or local jurisdiction and
regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which
Bond Counsel expresses no opinion.
Tax Treatment of Original Issue Discount
Under the Code, the difference between the maturity amount of the Series 2020 Bonds maturing
on (collectively, the "Discount Bonds"), 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 the Discount Bonds of the same maturity and, if
applicable, interest rate, was sold is "original issue discount." Original issue discount will accrue over
the term of the Discount Bonds at a constant interest rate compounded periodically. A purchaser who
acquires the Discount Bonds in the initial 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 the
Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such
accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the
Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale
or other disposition of the Discount 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. Bondholders of the
Discount 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 the
Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the
Discount Bonds.
Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2020 Bonds maturing on
(collectively, the "Premium Bonds"), 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 such Premium Bonds of the same
maturity and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond
premium which is not deductible from gross income for federal income tax purposes. The amount of
amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis
over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for
each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For
purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial
purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's
adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the
taxable year. The amortization of bond premium may be taken into account as a reduction in the amount
of tax-exempt income for purposes of determining various other tax consequences of owning such
Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their
own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds.
34
RATINGS
S&P Global Inc. ("S&P") and Fitch Ratings ("Fitch") have assigned ratings of " " (
outlook) and "" ( outlook), respectively, to the Series 2020 Bonds. The ratings reflect only the
views of the rating agencies and an explanation of the ratings may be obtained only from the rating
agencies. There is no assurance that such ratings will continue for any given period of time or that they
will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment,
circumstances so warrant. A downward change in or withdrawal of any of such ratings may have an
adverse effect on the market price of the Series 2020 Bonds. An explanation of the significance of the
ratings can be received from the rating agencies at the following addresses: S&P Global Inc., 25
Broadway, New York, New York 10004 and Fitch Ratings, Inc., One State Street Plaza, New York, New
York 10004.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Municipal Advisor with respect
to the authorization, sale, execution and delivery of the Series 2020 Bonds. Payment of the fees of such
professionals and an underwriting discount to the Underwriter to be paid by the City and the fees of
Underwriter's Counsel are each contingent upon the issuance of the Series 2020 Bonds.
UNDERWRITING
The Series 2020 Bonds are being purchased by RBC Capital Markets, LLC (the "Underwriter").
The Underwriter has agreed, subject to the proceedings authorizing the issuance of the Series 2020 Bonds,
to purchase Series 2020 Bonds from the City, at a price of $ (which represents $
principal amount, plus/less [net] original issue premium/discount of $. less Underwriter's
discount of $ ), for the purpose of resale to the public. The Underwriter has furnished the
information on the inside cover page of this Official Statement pertaining to the public offering prices of
the Series 2020 Bonds. The public offering prices of the Series 2020 Bonds may be changed from time to
time by the Underwriter, and the Underwriter may allow a concession from the public offering prices to
certain dealers. None of Series 2020 Bonds will be delivered by the City to the Underwriter unless all of
Series 2020 Bonds are so delivered.
The Underwriter and its respective affiliates are full-service financial institutions engaged in
various activities that may include securities trading, commercial and investment banking, municipal
advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its
respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative
securities) and provide financial instruments (which may include bank loans, credit support or interest
rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own
accounts involving the securities and instruments made the subject of this securities offering or other
offering of the City. The Underwriter and its respective affiliates may make a market in credit default
swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates
may also communicate independent investment recommendations, market color or trading ideas and
publish independent research views in respect of this securities offering or other offerings of the City.
35
MUNICIPAL ADVISOR
Hilltop Securities Inc., Orlando, Florida, is serving as municipal advisor to the City (the
"Municipal Advisor'). Although the Municipal Advisor assisted in the preparation of this Official
Statement, and in other matters relating to the planning, structuring and issuance of the Series 2020
Bonds and provided other advice, the Municipal Advisor is not obligated to undertake and has not
undertaken to make an independent verification of the accuracy, completeness or fairness of the
information or statements contained in this Official Statement or the appendices hereto. The Municipal
Advisor did not engage in any underwriting activities with regard to the sale of the Series 2020 Bonds.
FINANCIAL STATEMENTS
The Comprehensive Annual Financial Report of the City, at and for the fiscal year ended
September 30, 2019, including the City's Financial Statements for such fiscal year and report thereon of
the City's independent certified public accountants (the "Auditor"), has been included as APPENDIX B to
this Official Statement as a matter of public record and the consent of the Auditors to include such
documents was not requested. The Auditor was not requested to perform and has not performed any
services in connection with the preparation of this Official Statement or the issuance of the Series 2020
Bonds. The Series 2020 Bonds are payable solely from Pledged Funds in the manner and to the extent
provided in the Resolution. See "SECURITY FOR THE SERIES 2020 BONDS" herein. The audited
financial statements are presented for general information purposes only.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly
offer or sell securities of the City except by an offering circular containing full and fair disclosure of all
defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the
Office of Financial Regulation within the Florida Financial Services Commission (the TFSC"). Pursuant
to administrative rulemaking, the FFSC has required the disclosure of the amounts and types of defaults,
any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over
the assets of the City, and certain additional financial information, unless the City believes in good faith
that such information would not be considered material by a reasonable investor. The City is not and has
not been in default on any bond issued since December 31, 1975 that would be considered material by a
reasonable investor.
The City has not undertaken an independent review or investigation of securities for which it has
served as conduit issuer. The City does not believe that any information about any default on such
securities is appropriate and would be considered material by a reasonable investor in the Series 2020
Bonds because the City would not have been obligated to pay the debt service on any such securities
except from payments made to it by the private companies on whose behalf such securities were issued
and no funds of the City would have been pledged or used to pay such securities or the interest thereon.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of the Holders of the Series 2020 Bonds to provide certain
financial information and operating data relating to the System and the Series 2020 Bonds in each year
(the "Annual Report"), and to provide notices of the occurrence of certain enumerated events. Such
covenant shall only apply so long as the Series 2020 Bonds remain outstanding under the Resolution. The
36
covenant shall also cease upon the termination of the continuing disclosure requirements of Securities
and Exchange Commission Rule 150-12(b)(5) (the "Rule") by legislative, judicial or administrative action.
The Annual Report will be filed by the City as required with the Municipal Securities Rulemaking
Board's Electronic Municipal Market Access System ("EMMA").
The specific nature of the information to be contained in the Annual Report and the notices of
material events are described in APPENDIX E — "FORM OF CONTINUING DISCLOSURE
CERTIFICATE" hereto, which shall be executed by the City at the time of issuance of the Series 2020
Bonds. These covenants have been made in order to assist the Underwriters in complying with the Rule.
With respect to the Series 2020 Bonds, no party other than the City is obligated to provide, nor is
expected to provide, any continuing disclosure information with respect to the Rule. The City has
engaged FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc. as its dissemination
agent. [5 YEAR DISCLOSURE HISTORY CURRENTLY UNDER REVIEW]
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning
the City and certain reports and statistical data referred to herein do not purport to be complete,
comprehensive and definitive and each such summary and reference is qualified in its entirety by
reference to each such document for full and complete statements of all matters of fact relating to the
Series 2020 Bonds, the security for the payment of the Series 2020 Bonds and the rights and obligations of
the owners thereof and to each such statute, report or instrument.
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 2020 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
[Remainder of page intentionally left blank]
37
AUTHORIZATION OF OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized and approved by
the City. At the time of delivery of the Series 2020 Bonds, the City will furnish a certificate to the effect
that nothing has come to their attention which would lead it to believe that the Official Statement (other
than information herein related to DTC and its book -entry only system of registration, information
provided by the Underwriters under the caption "Underwriting" and the information contained under
the caption "TAX MATTERS" as to which no view shall be expressed), as of its date and as of the date of
delivery of the Series 2020 Bonds, contains an untrue statement of a material fact or omits to state a
material fact which should be included therein for the purposes for which the Official Statement is
intended to be used, or which is necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
CITY OF OCOEE, FLORIDA
By:
Mayor
By:
City Manager
M
" rOV 00-O rm:]
GENERAL INFORMATION CONCERNING
THE CITY OF OCOEE, FLORIDA AND ORANGE COUNTY, FLORIDA
GENERAL INFORMATION CONCERNING
THE CITY OF OCOEE, FLORIDA AND ORANGE COUNTY, FLORIDA
THE FOLLOWING INFORMATION CONCERNING THE CITY OF OCOEE, FLORIDA,
ORANGE COUNTY, FLORIDA AND THE ORLANDO METROPOLITAN STATISTICAL AREA IS
INCLUDED ONLY FOR THE PURPOSE OF PROVIDING GENERAL BACKGROUND INFORMATION.
THE INFORMATION HAS BEEN COMPILED ON BEHALF OF THE CITY AND SUCH COMPILATION
INVOLVED ORAL AND WRITTEN COMMUNICATION WITH THE VARIOUS SOURCES
INDICATED. THE INFORMATION IS SUBJECT TO CHANGE, ALTHOUGH EFFORTS HAVE BEEN
MADE TO UPDATE THE INFORMATION WHERE PRACTICABLE.
THE SERIES 2020 BONDS ARE NOT GENERAL OBLIGATIONS OF THE STATE OF FLORIDA
OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF OCOEE.
General Description and Location
The City of Ocoee, Florida (the "City") is a residential community in the western part of Orange
County, Florida (the "County") and was incorporated in 1925. It is bounded on the west by the City of
Winter Garden, Florida, and on the south by the City of Windermere, Florida, and has a land area of
approximately 20.5 square miles, thus making it the second largest city in land area of the thirteen cities
in the County. The City is approximately 11.8 miles from the City of Orlando, Florida ("Orlando") and is
a part of the Orlando -Kissimmee -Sanford, Florida Metropolitan Statistical Area (the "Orlando MSA").
Population
The following table sets forth historical population trends in the City of Ocoee, the County, and
the State of Florida from years 2010 through 2019:
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Proj ected(2) (3)
2020
City of Ocoee(11
Population
Change
35,579
--
36,020
1.2%
36,953
2.6
37,615
1.8
39,679
5.5
40,171
1.2
41,881
4.3
43,072
2.8
47,000
9.1
47,580
1.2
50,394 5.9%
Orange County(2)
Population
Change
1,148,546
--
1,170,579
1.9%
1,202,498
2.7
1,227,435
2.1
1,256,606
2.4
1,291,301
2.8
1,326,516
2.7
1,355,921
2.2
1,381,540
1.9
1,393,452
1.0
1,418,927 1.8%
State of Florida(z)
Population
Change
18,845,537
--
19,053,237
1.1%
19,297,822
1.3
19,545,621
1.3
19,845,911
1.5
20,209,042
1.8
20,613,477
2.0
20,963,613
1.7
21,244,317
1.3
21,477,737
1.1
21,555,986 0.4%
(1) City of Ocoee, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30, 2019.
(Z) Florida Research and Economic Information Database Application.
(3) World Population Review Database.
A-1
ECONOMIC SUMMARY
Employment
The following tables provide labor force estimates for the County, the State of Florida and the
United States for calendar years 2014 through 2019 and the principal employers for the County and the
City for the Fiscal Year ended September 30, 2019.
Orange County, Florida
Labor Force Estimates
Unemployment Rate
Calendar
Civilian
Percentage of
Employer
Orange
State of
United
Year
Labor Force
Employed
Unemployed
Coun
Florida
States
2014
675,922
636,407
39,515
5.8
6.3
6.2
2015
684,810
650,412
34,398
5.0
5.5
5.3
2016
705,308
674,711
30,597
4.3
4.8
4.9
2017
730,111
702,466
27,645
3.8
4.2
4.4
2018
745,550
721,134
24,416
2.9
3.6
3.9
2019
762,737
740,564
22,173
2.9
3.1
3.7
Source: Florida Research and Economic Information Database Application
Orange County, Florida
Principal Employers
Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended
September 30, 2019.
A-2
Percentage of
Employer
Employees
Total County Employment
Walt Disney World Co.
75,000
9.82%
Florida Hospital/Adventist Health System
34,627
4.53
Universal Orlando Resort
27,000
3.54
Orange County Public Schools
25,145
3.29
Orlando Health
20,258
2.65
University of Central Florida
13,483
1.77
Orange County Government
11,104
1.45
Resource Employment Solutions LLC
8,400
1.10
Lockheed Martin
8,000
1.05
Darden Restaurants, Inc.
7,178
0.94
Totals
255,195
30.14%
Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended
September 30, 2019.
A-2
City of Ocoee, Florida
Principal Employers
Percentage of
Employer Employees Total City Employment
Health Central Hospital 1,800 4.18%
Publix
Westgate Resorts, LTD
Orange County Schools
Sysco Foods
Wal-Mart
City of Ocoee
Manheim Auto Auction
Wayne Automatic
Bright Future Electric
Totals
656
1.52
606
1.41
540
1.25
210
1.18
435
1.01
377
0.88
349
0.81
249
0.58
189
0.44
5,411
13.26%
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
At this time the long-term impacts of COVID-19 on the City the County, the State and the
United States and employment is not known, however it is expected unemployment rates will increase
significantly from the figures stated above and included in this Appendix. On May 8, 2020, June 5, 2020,
July 2, 2020, August 7, 2020 and September 4, 2020, the Bureau of Labor Statistics released its
unemployment reports for April, 2020, May, 2020, June, 2020, July, 2020 and August, 2020, respectively,
which indicate that unemployment within the United States has increased to approximately 14.7% for
April, 2020 and declined to approximately 13.3% for May, 2020,11.1% for June, 2020,10.2% for July, 2020
and 8.4% for August, 2020. The increases in unemployment rates are reflective of the negative impacts of
COVID-19 on employment. While the City does not have updated unemployment statistics as of the
date hereof, the April, 2020, May, 2020, June 2020, July, 2020, August, 2020 and September, 2020 reports
from the Bureau of Labor Statistics are likely indicative of the kind of increase the City may see in its
unemployment rate as a result of the negative impacts of COVID-19. See "RISK FACTORS" in the body
of this Official Statement. Principal employers in the City and the County have experienced significant
changes in business operations, including periodic shut downs and reduced capacity since the outbreak of
COVID-19.
A-3
Per Capita Income
The following table provides the personal income per capita for the period 2014 through 2018 for
the City, the County, the State of Florida and the United States.
Personal Income Per Capita
2014-2018
Year
City of Ocoee(v
Orange County(2)
State of Florida(3)
United States(')
2014
$26,487
$38,266
$42,953
$55,047
2015
25,473
40,379
45,634
56,822
2016
26,157
40,750
46,385
59,957
2017
28,515
42,776
48,173
62,996
2018
27.88
44,647
50,515
65,280
(1) Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
(2) Comprehensive Annual Financial Report of Orange County, Florida for the Fiscal Year Ended
September 30, 2019.
(3) Florida Research and Economic Information Database Application.
(4) The World Bank Database.
It is not possible to determine the impact of COVID-19 on the Personal Income Per Capita of
the residents of the City, the County, the State or the United States.
Education
The geographic boundaries of the School District of Orange County, Florida (the "District") are
those of the County. The District is in the center of the State of Florida and encompasses an area of about
1,000 square miles. During the 2018-19 fiscal year, the District operated 196 schools, including 124
elementary schools, seven K-8 schools, 37 middle schools, 20 high schools, and 8 exceptional schools with
a total of 211,685 full-time equivalent students (FTE) not including charter schools. In addition, the
District sponsored 41 charter schools with a total of 15,461 FTE. Through the 2019-20 school year, 124
schools have been replaced or renovated. The District is the 8th largest school district in the nation and
the 4th largest in Florida.
The District also provides Career and Technical education within the County. Instruction takes
place throughout five technical campuses, 20 high schools, 37 middle schools, and various community
and business sites, located throughout the County.
The Orlando MSA also, has many notable institutions of higher learning including the following:
the University of Central Florida (a four-year state university with more than 69,000 full and part-time
students, one of the largest universities in the nation); Rollins College (the oldest four-year institution of
higher learning in the State and an independent, co-educational liberal arts college with a full and part-
time equivalent enrollment of more than 3,000 students); Barry University Dwayne O. Andreas School of
Law (founded in early 1993 as the University of Orlando School of Law, it became part of Barry
University in 1999, and received full ABA accreditation in 2006); Seminole State College (an
undergraduate institution with a total enrollment of more than 29,000 students that offers two-year
degrees as well as six bachelor's degrees); Valencia College (an undergraduate institution covering seven
campuses and centers with almost 78,000 full and part-time students that offers two-year degrees as well
A-4
as six bachelor degree programs); and the Florida A&M University Law School which opened in fall of
2002 and had been ABA accredited since 2004.
The UCF College of Medicine was established in 2006 by the Florida Legislature and the Florida
Board of Governors to increase opportunities for medical education in Florida, address the physician
shortage and enhance the economy. The college is unique nationally because of its large undergraduate
and graduate programs in biomedicine through its Burnett School of Biomedical Sciences which has
almost 3,000 undergraduate majors, making it the third most popular major at UCF.
It is not possible to determine the impact of COVID-19 on the operations of primary or
secondary educational systems available in the City or the County.
Transportation
Air Service to the County and Central Florida is primarily provided by the Orlando International
Airport ("CIA"). OIA occupies more than 12,000 acres and during fiscal year 2019, was the busiest airport
in Florida. During calendar year 2018 CIA was ranked the 10th busiest in the United States and the 34th
busiest in the world. Designated as an international port of entry with full customs services, OIA has
grown tremendously since 1970. Air passengers have increased from 1.3 million in 1971 to over 50
million in 2019. There are approximately 850 daily flights on 35 commercial airlines. As of 2018, OIA
surpassed more than 150 total non-stop U.S. and international destinations.
Central Florida is also served by five (5) other regional airports: Orlando Executive Airport,
Orlando Sanford International Airport, Kissimmee Gateway Airport, Leesburg International Airport, and
Mid -Florida Airport located in the City of Eustis, Florida. Tampa International Airport and Daytona
Beach International Airport are within 90 minutes from the City.
Commercial bus lines and rail systems are also available in the area. Greyhound Bus Lines
provides interstate and intrastate bus service. Both passenger and freight rail systems provide service to
the area. Amtrak provides passenger service from the Orlando region to many cities in the U.S. In
addition it operates trains between New York and South Florida which travel through Metro Orlando.
Two major, full-service freight stations move goods between north and south Atlantic points and there
are six northbound and six southbound freight trains daily. Being the largest rail network in the eastern
Unitecj States, CSX Transportation owns and maintains approximately 1,750 route miles in Florida.
Florida Central Railroad (FCEN) operates 68 miles of track and directly serves industries in the Orlando
area. The first phase of the SunRail opened in May 2014 which covers a 32 mile commuter rail system
from the City of Debary in Volusia County to Sand Lake Road in Orange County. The second phase
officially opened in 2018 which extends the current 32 mile stretch further north through Volusia County
and south into Osceola County.
Located 50 miles to the east of Orlando is Port Canaveral, the only deep -water port between the
harbors of Jacksonville and Fort Lauderdale. In conjunction with harbor improvements that includes a
new channel depth of 43' to accommodate larger vessels, Port Canaveral's expansion includes building
facilities that are designed to amplify and enhance business activity at this local, regional, and national
strategic asset. Port Canaveral is the second busiest cruise port in the world and the world's first
quadramodal transportation hub, interchanging freight among sea, land, air, and space. During 2019, 4.6
million multi -day cruise passengers passed through Port Canaveral's cruise terminals. Port Canaveral is
home to some of the finest cruise terminals in the world. Six cruise terminals are in operation with three
more slated for completion in 2020, and today nearly 4 million tons of cargo moved through Port
A-5
Canaveral's facilities. The Port of Tampa is on Tampa Bay, located 70 miles west of Orlando. Largely a
bulk commodities port, it is Florida's largest cargo tonnage port.
The County is at the crossroads of Florida and is crossed by superhighways such as Interstate 4,
the Florida Turnpike and the Martin Andersen Beachline Expressway. I-4 connects the Tampa Bay area
to Daytona Beach and passes through the heart of downtown Orlando. The Florida Turnpike connects
South Florida and Miami with I-4 and with I-75 and with I-75 with North Central Florida. The Beachline
links I-95, Cape Canaveral and the East Coast beaches with I-4 and the Florida Turnpike. To relieve
congestion, in early 2015, the Florida Department of Transportation began construction of the I-4 Ultimate
project, a 21 -mile improvement project which will add four new express lanes in the center of I-4.
Construction on the Florida Department of Transportations I-4 Beyond the Ultimate started in
September, 2019, which will reconstruct the E.E. Williamson Road overpass, add the eastbound I-4
auxiliary lane from the end of the I-4 Ultimate project to Lake Mary Boulevard, and repave eastbound I-4
between County Road 46A and U.S. 17-92.
In addition to these major interstate thoroughfares, the County is linked throughout by other
major road systems. The SR 408 East-West Expressway expedites cross town traffic through the Orlando.
The 12.5 mile Osceola Parkway links the international airport to major attractions and half dozen regional
arterial highways. SR417, a 55 mile, limited access beltway which prudes access to the southern and
eastern suburbs of Orlando and serves as a southern connection with Orlando International Airport
(consists of the Central Florida GreenWay, Seminole Expressway and Southern Connector Extension).
Completing the northwest portion of the beltway around metropolitan Orlando will be the Wekiva
Parkway, a 25 mile expressway which will connect to SR 417. A section of the parkway opened in
January 2016; however, the project is expected to be completed in 2021.
Officially known as the Central Florida Regional Transportation Authority, LYNX is the primary
mass transit provider in the Orlando urban area with a fleet of more than 310 air-conditioned coaches on
74 routes. LYNX buses operate daily on a fixed route system that primarily serves the communities of the
County and Seminole and Osceola Counties covering 2,500 square miles and more than 1.8 million
people. LYNX provides more than 79,000 rides each weekday and set another ridership record delivering
more than 25 million passenger trips in 2019. LYNX provides LYMMO, a state-of-the-art, three-mile,
dedicated lane bus system in downtown Orlando, available free -of -charge and has plans to purchase
electric buses to operate on its Orange and Lime lines in the near future.
It is not possible to determine the impact of COVID-19 on the operations of any transportation
services available to or surrounding the City or the County.
Property Taxes
The following information is provided solely for informational purposes. The Series 2020 Bonds
are not secured by nor are ad valorem taxes pledged to the repayment of the Series 2020 Bonds.
Each year the County Property Appraiser is required to certify to each taxing authority, the
aggregate taxable value of all property within the jurisdiction of the taxing authority, as well as the prior
year's tax revenues, for use in connection with determination of the forthcoming budget and millage levy.
In connection with such determination, the taxing authority must hold a public hearing in connection
with the adoption of a tentative budget and millage levy and another hearing relating to adoption of the
final budget and millage levy.
RWI
City of Ocoee, Florida
Property Tax Rates and Tax Levies
Direct and Overlapping Governments
Millage Rates (per $1,000 of taxable value)
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019; Comprehensive Annual Financial Report of Orange County School District
for the Fiscal Year Ended September 30, 2019.
Fiscal Year
Ended
September 30,
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Total Tax
Levy for
Fiscal Year
$11,587
10,042
9,990
9,689
9,682
10,222
11,174
12,139
13,059
14,435
City of Ocoee, Florida
Property Taxes Levies and Collections
2010-2019
Collected within the
Fiscal Year of the Levy Total Collections to Date
Amount
$11,167
9,683
9,631
9,324
9,315
9,847
10,491
11,004
11,989
13,085
Percentage
of Levy
96.38%
96.43
96.41
96.23
96.21
96.33
93.89
90.65
91.81
90.65
Collections
in
Subsequent
Years
22
32
12
2
-122
37
4
177
20
166
Amount
$11,189
9,715
9,643
9,326
9,193
9,884
10,495
11,181
12,009
13,251
Percentage
of Levy
96.57%
96.74
96.53
96.25
94.95
96.69
93.92
92.11
91.96
91.80
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
A-7
Orange
County
Fiscal
City of
Orange
School
Year
Ocoee
County
District
Total
2010
5.4974
4.4347
7.6730
18.3957
2011
5.5574
4.4347
7.8940
18.6767
2012
5.8460
4.4347
8.5450
19.5318
2013
5.8460
4.4347
8.4780
19.4648
2014
5.7855
4.4347
8.4740
19.3854
2015
5.6371
4.4347
8.2180
18.9669
2016
5.9104
4.4347
7.8110
18.9467
2017
5.8291
4.4347
7.8110
17.9650
2018
5.6546
4.4347
7.8110
17.8104
2019
5.5000
4.4347
7.1090
17.6599
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019; Comprehensive Annual Financial Report of Orange County School District
for the Fiscal Year Ended September 30, 2019.
Fiscal Year
Ended
September 30,
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Total Tax
Levy for
Fiscal Year
$11,587
10,042
9,990
9,689
9,682
10,222
11,174
12,139
13,059
14,435
City of Ocoee, Florida
Property Taxes Levies and Collections
2010-2019
Collected within the
Fiscal Year of the Levy Total Collections to Date
Amount
$11,167
9,683
9,631
9,324
9,315
9,847
10,491
11,004
11,989
13,085
Percentage
of Levy
96.38%
96.43
96.41
96.23
96.21
96.33
93.89
90.65
91.81
90.65
Collections
in
Subsequent
Years
22
32
12
2
-122
37
4
177
20
166
Amount
$11,189
9,715
9,643
9,326
9,193
9,884
10,495
11,181
12,009
13,251
Percentage
of Levy
96.57%
96.74
96.53
96.25
94.95
96.69
93.92
92.11
91.96
91.80
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
A-7
City of Ocoee, Florida
Principal Property Taxpayers
September 30, 2019
(amounts expressed in thousands)
Taxpayer
Windmere Owner LLC
Mar Casa Mirella LLC
Oasis at Lake Bennet LLC
Maguire Park Street Owner LLC
Advenir at the Oaks LLC
Arbours at Crown Point LLC
BCI IV Park 429 Logistics Center LLC
Manheim Remarketing LP
Suso 4 Good Homes LP
West Oaks Mall Trust
Taxable Assessed Value
$67,012
53,203
49,097
45,534
44,857
42,957
38,056
22,741
20,817
16,121
Percentage of Total
Taxable Assessed Value
2.24%
1.78
1.64
1.52
1.50
1.44
1.27
0.76
0.70
0.54
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
[Remainder of page intentionally left blank]
W-11
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I
PENSION AND OTHER POST -EMPLOYMENT BENEFIT PLANS
For additional information concerning the City's Pension and Other Post -Employment Benefit Plans, see
"APPENDIX B - COMPREHENSNE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED
SEPTEMBER 30, 2019", Section II, Financial Section, Basic Financial Statements, Notes 11 and 12; Section II,
Financial Section, Required Supplementary Information and Section III, Statistical Section, Schedule of Revenues
by Source and Expense by Type.
Pension Plans
The City maintains two separate single -employer defined benefit pension plans for police officers
and firefighters and all other full-time employees who are included as part of the City's reporting entity
in Pension Trust Funds (each, a 'Plan" and collectively, the 'Plans"). In addition, the police and
firefighters plan provides disability benefits to Plan members. Chapters 175 and 185, Florida Statutes,
establish minimum benefit provisions. The Pension Trust Funds are administered by a Board of Trustees.
The City Commission appoints two trustees, employees elect two trustees and the four trustees select a
fifth member. The Board of Trustees may not amend any provisions of the Plans without the approval of
the City Commission.
Contributions from the State of Florida received under Chapters 175 and 185, Florida Statutes,
amounted to $709,269 in 2019 and were recorded as revenue and expenditures in the general fund. The
amounts legally required at September 30, 2019 to be reserved for the two Plans are $41,395,524 and
$57,472,199, respectively.
The Plans' financial statements are prepared using the accrual basis of accounting. Plan member
contributions are recognized in the period in which the contributions are due. Employer contributions to
each Plan are recognized when due and formal commitment to provide the contributions has been made.
Benefits and refunds are recognized when due and payable in accordance with the terms of the Plan. All
Plan investments are reported at fair value. Securities traded on a national or international exchange are
valued at the last reported sales price at current exchange rates. Investments without an established
market are reported at estimated fair value.
General Employees' Pension Plan
Plan Membership - At September 30, 2019, Plan membership consisted of the following:
Inactive Plan Members or Beneficiaries Currently Receiving Benefits 110
Inactive Plan Members Entitled to but Not Yet Receiving Benefits 90
Active Plan Members 184
38A
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
[Contributions - Member contributions are 7.4% of salary. The Mayor and Commissioners are
non-contributory participants. City contributions are the remaining amount required in order to pay
current costs and amortize unfunded past service cost, if any, over 30 years.
A-10
Net Pension Liability - The City's net pension liability was measured as of September 30, 2019, and
the total pension liability used to calculate the net pension liability was determined as of that date. The
components of the net pension liability on September 30, 2019 were as follows:
Total Pension Liability $42,204,017
Plan Fiduciary Net Pension (41,366,866)
Sponsor's Net Pension Liability $837,151
Plan Fiduciary Net Pension as a Percentage of Total Pension Liability 98.02%
Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended
September 30, 2019.
Changes in Net Pension Liability
Balances at September 30, 2018
Changes for a Year
Service Cost
Interest
Differences between expected and actual
experience
Changes of assumptions
Contributions -employer
Contributions -employee
Net investment income
Benefit payments, including refunds of
employee contributions
Administrative Expense
Net Changes
Balances at September 30, 2019
Increase (Decrease)
Total Pension Plan Fiduciary Net Pension
Liability
Net Position
Liability
(a)
(b)
(a) -(b)
$40,494,661
$40,778,139
$(283,478)
1,149,974
1,149,974
3,146,116
3,146,116
(362,530)
(362,530)
959,036
(959,036)
673,662
(673,662)
1,188,196
(1,188,196)
(2,099,182) (2,099,182)
- (132,985) 132,985
1,709,356 588,727 1,120,629
$42,204,017 $41,366,866 $837,151
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
Deferred outflows and infloaos of resources - For the year ended September 30, 2019, the City will
recognize a pension expense of $(19,939).
Concentrations - The Plan did not hold investments in any one organization that represents five
percent (5%) or more of the Plans fiduciary net position.
Rate of return - For the year ended September 30, 2019 the annual money -weighted rate of return
on Plan investments, net of pension plan investment expense, was 2.94 percent.
A-11
See 'RISK FACTORS" in the body of this Official Statement for a discussion of COVID-19 and its
possible impacts on the City. It is possible that in the future net pension fund liability could increase as a
result of the downward trend in stock market performance as a result of COVID-19.
Police Officers' and Firefighters' Pension
Plan Membership - At September 30, 2019, Plan membership consisted of the following:
Inactive Plan Members or Beneficiaries Currently Receiving Benefits 69
Inactive Plan Members Entitled to but Not Yet Receiving Benefits 26
Active Plan Members
131
226
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
Contributions - Member contributions are 8% of salary. The City contributions are the remaining
amount required in order to pay current costs and amortize unfunded past service cost, if any, as
provided in Chapter 112, Florida Statutes.
Net Pension Liability - The City's net pension liability was measured as of September 30, 2019, and
the total pension liability used to calculate the net pension liability was determined as of that date. The
components of the net pension liability on September 30, 2019 were as follows:
Total Pension Liability $63,545,542
Plan Fiduciary Net Pension (57,904,806)*
Sponsor's Net Pension Liability $5,640,736
Plan Fiduciary Net Pension as a Percentage of Total Pension Liability 91,12%
*Includes accrued investment income net of prepaid city contributions not included in the funds.
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
[Remainder of page intentionally left blank]
FWWW
Changes in Net Pension Liability
Balances at September 30, 2018
Changes for a Year:
Service Cost
Interest
Share plan allocation
Differences between expected and actual experience
Changes of assumptions
Changes of benefit terms
Contributions -employer
Contributions -state
Contributions -employee
Net investment income
Benefit payments, including refunds of employee
contributions
Administrative expense
Net Changes
Balances at September 30, 2019
Increase (Decrease)
Total Pension Plan Fiduciary Net Pension
Liability Net Position Liability
(a) (b) (a) -(b)
$60,949,229 $55,186,237 $ 5,762,992
1,733,023
-
1,733,023
4,795,870
-
4,795,870
79,615
79.615
(1,189,010)
-
(1,189,010)
340,308
-
340,308
(13,236)
-
(13,236)
-
3,060,827
(3,060,827)
-
709,268
(709,268)
-
658,066
(658,066)
-
1,559,613
(1,559,613)
(3,150,257) (3,150,257)
- (118,948)
(118,948)
2,596,313 2,718,569
(122,256)
$ 63,545,542 57,904,806
$ 5,640,736
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
Deferred outflozos and inflows of resources - For the year ended September 30, 2019, the City will
recognize a pension expense of $1,070,791.
Concentrations - The Plan did not hold investments in any one organization that represents five
percent (5%) or more of the Plan's fiduciary net position.
Rate of return - For the year ended September 30, 2019 the annual money -weighted rate of return
on Plan investments, net of pension plan investment expense was 2.82 percent.
See 'RISK FACTORS" in the body of this Official Statement for a discussion of COVID-19 and its
possible impacts on the City. It is possible that in the future net pension fund liability could increase as a
result of the downward trend in stock market performance as a result of COVID-19.
Other Post -Employment Benefits:
In accordance with Section 112.0801, Florida Statutes, the City makes continued group health
insurance through the City's current provider available to retirees and eligible dependents provided
certain service requirements and normal age retirement requirements have been met. This benefit has no
cost to the City, other than the implicit cost of including retirees in the group calculation. All premiums
are paid by the retiree. The City has fifteen retirees currently receiving benefits. The City has chosen pay -
A -13
as -you -go funding, but is recording the liability in the government wide financial statements. This plan
does not issue standalone financial statements.
Plan Description - The City's Retiree Health Care Plan ("Plan") is a single -employer defined
benefit postemployment health care plan that covers eligible retired employees of the City. The Plan,
which is administered by the City, allows employees who retire and meet eligibility requirements under
one of the City's retirement plans to continue medical and life insurance coverage as a participant in the
City's plan. For purposes of applying Paragraph 4 under Statement No. 75, Accounting and Financial
Reporting for Postemployment Benefits Other Than Pensions, the Plan does not meet the requirements for an
OPEB plan administered through a trust.
Employees Covered by Benefit terms - At September 30, 2017, the following employees were covered
by the benefit terms:
Inactive plan members or beneficiaries currently receiving benefits 72
Inactive plan members entitled to but not yet receiving benefits -
Active plan members 321
393
Benefits Provided - A retired employee and his or her spouse and eligible dependents are eligible
to continue health insurance identical to active employees if they meet the eligibility for retirement under
the applicable retirement plan. The retiree is responsible for paying the entire monthly premium for
health coverage and that of any covered spouse or eligible dependents. Medicare coverage is assumed to
become primary upon attainment of age 65.
Eligible retirees may also elect $10,000 in life insurance coverage. The retiree is responsible for
paying the entire monthly premium for coverage.
Summary of Actuarial Methods & Assumptions
Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and
assumptions about the probability of occurrence of events far into the future. Examples include
assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined
regarding the funded status of the plan and the annual required contributions of the employer are subject
to continual revision as actual results are compared with past expectations and new estimates are made
about the future.
Projections of benefits for financial reporting purposes are based on the substantive plan (the
plan as understood by the employer and the plan members) and include the types of benefits provided at
the time of each valuation and the historical pattern of sharing of benefit costs between the employer and
plan members to that point. The actuarial methods and assumptions used include techniques that are
designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial
value of assets, consistent with the long-term perspective of the calculations.
A-14
The total OPEB liability was determined by an actuarial valuation as of September 30, 2017 using
the following actuarial assumptions:
Inflation
Salary increases
Discount rate
Initial trend rate
Ultimate trend rate
Years to ultimate
2.50%
Varies by service
3.64%
8.50%
4.00%
55
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
All mortality rates were based on the RP -2000 mortality tables. All mortality rates are those
outlined in Milliman s July 1, 2017 Florida Retirement System ("FRS") valuation report.
Discount Rate - Given the City s decision not to fund the program, all future benefit payments
were discounted using a high-quality municipal bond rate of 4.18%. The high-quality municipal bond
rate was based on the week closest but not later than the measurement date of the Bond Buyer 20 -Bond
Index as published by the Federal Reserve. The 20 -Bond Index is roughly equivalent to Moody's
Investors Services Aa2 rating and Standard & Poor's Corp.'s AA.
Below are the details regarding the Total OPEB liability for the measurement period from
October 1, 2018 to September 30, 2019.
Increases and
(Decreases) in Total
OPEB Liability
Balances at September 30, 2018
$3,392,729
Changes for a Year:
Service Cost
245,728
Interest
130,806
Differences between expected and actual experience
-
Changes of assumptions
(230,864)
Benefit payments
(90,512)
Other changes
Net Changes
55,158
Balances at September 30, 2019
7 887
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
A-15
The following represents the Total OPEB liability of the City, as well as what the City s Total
OPEB liability would be if it were calculated using a discount rate that is one percentage -point lower or
one percentage -point higher than the current discount rate:
Current
1% Decrease Discount Rate 1% Increase
3.18% 4.18% 5.18%
Net OPEB liability $3,893,976 $3,447,887 $3,073,510
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
The following represents the Total OPEB liability of the City, as well as what the City's Total
OPEB liability would be if it were calculated using healthcare cost trend rates that is one percentage -point
lower or one percentage -point higher than the current healthcare cost trend rates:
Healthcare Cost
1% Decrease Trend Rates
1% Increase
3.0%-7.5% 4.0%-8.5%
5.0%-9.5%
Net OPEB liability $3,112,069 $3,447,887
$3,847,141
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
For the year ended September 30, 2019 the City will recognize OPEB expense of $314,627.
On September 30, 2019, the City reported deferred outflows of resources and deferred inflows of
resources related to OPEB from the following sources:
Deferred Outflows of Deferred Inflows of
Resources Resources
Differences between expected and actual experience $- $_
Changes of assumptions 381,515
Employer contributions subsequent to the 100,706
measurement date
100 706 381515
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
A-16
Amounts reported as deferred outflows of resources and deferred inflows of resources related to
OPEB will be recognized in OPEB expense as follows:
Year Ended September 30
2020
$(69,707)
2021
(69,707)
2022
(69,707)
2023
(69,707)
2024
(69,709)
Thereafter
(32,978)
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30, 2019.
F-INVA
APPENDIX B
CITY OF OCOEE, FLORIDA
COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30, 2019
APPENDIX C
THE RESOLUTION
APPENDIX D
FORM OF BOND COUNSEL OPINION
APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the 'Disclosure Certificate") is executed and delivered by
the City of Ocoee, Florida (the "Issuer") in connection with the issuance of its $ Capital
Improvement Revenue Bonds, Series 2020 (the 'Bonds"). The Bonds are being issued pursuant to
Resolution No. 2020-_ of the City Commission of the Issuer (the "City Commission"), adopted on
2020, as amended and supplemented from time to time, particularly as supplemented by
Resolution No. 2020-_ adopted on . 2020 (the "Resolution").
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined
below) of the Bonds and in order to assist the Participating Underwriters in complying with the
continuing disclosure requirements of the Rule (defined below).
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the
following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"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.
"Dissemination Agent" shall mean initially FSC Continuing Disclosure Services, a Division of
Hilltop Securities Inc., or any successor Dissemination Agent designated in writing by the Issuer and
which has filed with the Issuer a written acceptance of such designation.
"EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at
httl2://www.emma.msrb.or .
"Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under
the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the
Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body
and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a
court or governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Obligated Person.
"Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal
securities as to which a final official statement has been provided to the Municipal Securities Rulemaking
Board consistent with the Rule.
25136/017/01662008.DOCv1
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Obligated Person" shall mean any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other arrangement to
support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond
insurance, letters of credit, or other liquidity or credit facilities).
"Participating Underwriters" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each entity authorized and approved by the Securities and Exchange
Commission from time to time to act as a repository for purposes of complying with the Rule. As of the
date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is
the MSRB, which currently accepts continuing disclosure submissions through EMMA.
"Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
"State" shall mean the State of Florida.
SECTION 3. PROVISION OF ANNUAL REPORTS.
(a) The Issuer shall, or shall cause the Dissemination Agent to, by not later than
April 30' following the end of the prior fiscal year, beginning with the report for fiscal year ending
September 30, 2020, provide to any Repository in electronic format as prescribed by such Repository an
Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The
Annual Report may be submitted as a single document or as separate documents comprising a package,
and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;
provided that the audited financial statements of the Issuer 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, further, in such event unaudited financial statements are required to
be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year
changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5.
(b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination
Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by
telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the
Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the
Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days
prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not
be able to file the Annual Report within the time required under this Certificate, state the date by which
the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to
file has occurred and to immediately send a notice to the Repository in substantially the form attached as
Exhibit A.
25136/017/01662008.DOCv1
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report
the name and address of any Repository;
(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
any Repository to which it was provided; and
(iii) if the Dissemination Agent has not received an Annual Report by 6:00
p.m. Eastern time on the annual filing date (or, if such annual filing date
falls on a Saturday, Sunday or holiday, then the first business day
thereafter) for the Annual Report, a failure to file shall have occurred and
the Issuer irrevocably directs the Dissemination Agent to immediately
send a notice to the Repository in substantially the form attached as
Exhibit A without reference to the anticipated filing date for the Annual
Report.
SECTION 4. CONTENT OF ANNUAL REPORTS. The Annual Report shall contain or include
by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental 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
statements contained in the final Official Statement dated . 2020 (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) updates to the tables in the Official Statement entitled "HISTORICAL HALF -CENT
SALES TAX REVENUE DISTRIBUTION", "HISTORICAL COMMUNICATIONS SERVICES TAX
REVENUE DISTRIBUTION", "HISTORICAL PUBLIC SERVICE TAX REVENUES", and "PRO FORMA
DEBT SERVICE COVERAGE ON THE BONDS".
The information provided under Section 4(b) may be included by specific reference to
documents, including official statements of debt issues of the Issuer or related public entities, which are
available to the public on the Repository's Internet website or filed with the Securities and Exchange
Commission.
The Issuer reserves the right to modify from time to time the specific types of information
provided in its Annual Report or the format of the presentation of such information, to the extent
necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such
modification will be done in a manner consistent with the Rule.
25136/017/01662008.DOCvl 3
SECTION 5. REPORTING OF SIGNIFICANT EVENTS.
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall be
given in a timely manner not in excess of ten (10) business days after the occurrence of the event, with the
exception of the event described in number 17 below, which notice shall be given in a timely manner:
1. principal and interest payment delinquencies;
2. non-payment related defaults, if material;
3. unscheduled draws on debt service reserves reflecting financial difficulties;
4. unscheduled draws on credit enhancements reflecting financial difficulties;
5. substitution of credit or liquidity providers, or their failure to perform;
6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701
TEB) or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. modifications to rights of the holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. defeasances;
10. release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. ratings changes;
12. an Event of Bankruptcy or similar event of an Obligated Person;
13. the consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the
Obligated Person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material;
14. appointment of a successor or additional trustee or the change of name of a
trustee, if material;
15. incurrence of a Financial Obligation of the Issuer or Obligated Person, if material,
or agreement to covenants, events of default, remedies, priority rights, or other
25136/017/01662008.DOCvl 4
similar terms of a Financial Obligation of the Issuer or Obligated Person, any of
which affect security holders, if material;
16. default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of the Financial Obligation of the Issuer or
Obligated Person, any of which reflect financial difficulties; and
17. notice of any failure on the part of the Issuer to meet the requirements of Section
3 hereof.
(b) The notice required to be given in paragraph 5(a) above shall be filed with any
Repository, in electronic format as prescribed by such Repository.
SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings
submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying
information as prescribed by the Repository. Such information may include, but not be limited to:
(a) the category of information being provided;
(b) the period covered by any annual financial information, financial statement or
other financial information or operation data;
(c) the issues or specific securities to which such documents are related (including
CUSIPs, issuer name, state, issue description/securities name, dated date,
maturity date, and/or coupon rate);
(d) the name of any Obligated Person other than the Issuer;
(e) the name and date of the document being submitted; and
(f) contact information for the submitter.
SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of
all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no
longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give
notice of such termination in the same manner as for a Listed Event under Section 5.
SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be
FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc..
SECTION 9. AMENDMENT. Notwithstanding any other provision of this Disclosure Certificate,
the Issuer may amend this Disclosure Certificate provided that the following conditions are satisfied:
(a) The amendment may only be made in connection with a change in circumstances
that arises from a change in legal requirements, change in law, or change in the identity, nature
or status of the Issuer, or the type of business conducted;
25136/017/01662008.DOCv1
(b) The undertaking, as amended, would have complied with the requirements of
the Rule at the time of the primary offering of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment does not materially impair the interests of the holders, as
determined either by parties unaffiliated with the Issuer or obligated person (such as the trustee
or bond counsel), or by approving vote of bondholders pursuant to the terms of the governing
instrument at the time of the amendment.
In the event of any amendment of this Disclosure Certificate, the Issuer shall describe such
amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the
reason for the amendment 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 Issuer. 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, 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.
SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure 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 Disclosure Certificate. If the Issuer chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein
constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with
any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandamus or specific performance by
court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided,
however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to
comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A
default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution.
SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate,
and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The
Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or
notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the
Issuer, the holders of the Bonds or any other party.
25136/017/01662008.DOCv1 6
SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the
Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from
time to time of the Bonds, and shall create no rights in any other person or entity.
Dated as of 2020
CITY OF OCOEE, FLORIDA
Name: Rusty Johnson
Title: Mayor
By:
Name: Melanie Sibbitt
Title: City Clerk
25136/017/01662008.DOCv1
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Ocoee, Florida
Name of Bond Issue: City of Ocoee, Florida Capital Improvement Revenue Bonds, Series 2020
Date of Issuance: .2020
NOTICE IS HEREBY GIVEN that the Issuer 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 dated as
of , 2020. The Issuer anticipates that the Annual Report will be filed by
CITY OF OCOEE, FLORIDA
25136/017/01662008.DOCv1 A-1
REGISTRAR AND PAYING AGENT AGREEMENT
THIS REGISTRAR AND PAYING AGENT AGREEMENT, dated as of October J 2020,
by and between the CITY OF OCOEE, FLORIDA (the "Issuer"), and REGIONS BANK, an
Alabama banking corporation, having a place of business at Jacksonville, Florida (the "Bank").
WITNESSETH:
WHEREAS, the Issuer, by the Resolution (as hereinafter defined), has designated the Bank
as Registrar and Paying Agent for its $ Capital Improvement Revenue Bonds, Series
2020 (the "Bonds"); and
WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Registrar and
Paying Agent and the compensation to be paid the Bank for its services.
NOW, THEREFORE, it is agreed by the parties hereto as follows:
Section 1. Duties. The Bank agrees to serve as Registrar and Paying Agent for the
Bonds and to perform the duties of Registrar and Paying Agent as specified in or contemplated
by Resolution No. 2017-005 of the City Commission of the Issuer (the "City Commission"),
adopted on March 21, 2017, as amended and supplemented from time to time, particularly as
supplemented by Resolution No. 2020-_ adopted by the City Commission on October 6, 2020
(collectively, the "Resolution").
Section 2. Deposit of Funds. The Issuer shall deposit or cause to be deposited with
the Bank sufficient funds from the funds pledged for the payment of the Bonds under the
Resolution to pay when due and payable the principal of, premium, if any, and interest on the
Bonds.
Section 3. Use of Funds; Canceled Bonds. The Bank shall use the funds received from
the Issuer pursuant to Section 2 of this Agreement to pay the principal of, premium, if any, and
interest on the Bonds in accordance with the Resolution. Should the Bonds ever be held other
than by book -entry system, as described in Section 6 of the Resolution, the Bank shall cremate
canceled Bonds and transmit to the Issuer a certificate of destruction therefor.
Section 4. Statements. The Bank shall prepare and shall send to the Issuer written
statements of account relating to all transactions effected by the Bank pursuant to this Agreement
on a monthly basis.
Section 5. Obligation to Act. The Bank shall be obligated to act only in accordance
with the Resolution and any written instructions received in accordance therewith; provided,
however, that the Bank is authorized hereby to comply with any orders, judgments or decrees of
any court with or without jurisdiction and shall not be liable as a result of its compliance with the
same.
Section 6. Reliance by Bank. The Bank may rely absolutely upon the genuineness and
authorization of the signature and purported signature of any party upon any instruction, notice,
release, request, affidavit or other document delivered to it pursuant of the Resolution.
Section 7. Counsel; Limited Liability. The Bank may consult with counsel of its own
choice and shall have sole and complete authorization and protection for any action taken or
suffered by it under the Resolution in good faith and in accordance with the opinion of such
counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment, or
for any acts or omissions of any kind unless caused by its willful misconduct or negligence.
Section 8. Fees and Expenses. In consideration of the services rendered by the Bank
as Registrar and Paying Agent, the Issuer agrees to and shall pay to the Bank its proper fees and
all expenses, charges, attorneys' fees and other disbursements incurred by it or its attorneys,
agents and employees in and about the performance of its powers and duties as Registrar and
Paying Agent as set forth in Exhibit A attached hereto. The Bank shall not be obligated to allow
and credit interest upon any moneys in respect of principal, interest or premium, if any, due in
respect of the Bonds, which it shall at any time receive under any of the provisions of the
Resolution or this Agreement.
Section 9. Furnishing Information; Authorization. The Bank shall, at all times, when
requested to do so by the Issuer in writing, furnish full and complete information pertaining to
its functions as the Registrar and Paying Agent with regard to the Bonds, and shall without
further authorization, execute all necessary and proper deposit slips, checks, certificates and other
documents with reference thereto.
Section 10. Cancellation; Termination. Either of the parties hereto, at its option, may
cancel this Agreement after giving thirty (30) days written notice to the other party of its intention
to cancel, and this Agreement may be canceled at any time by mutual consent of the parties
hereto. This Agreement shall terminate without further action upon final payment of the Bonds
and the interest appertaining thereto.
Section 11. Surrender of Funds Registration Records; Notification of Bondholders. In
the event of a cancellation of this Agreement, the Issuer shall deliver any proper and necessary
releases to the Bank upon demand and the Bank shall upon demand pay over the funds on
deposit with the Bank as Registrar and Paying Agent in connection with the Bonds and surrender
all registration books and related records, and the Issuer may appoint and name a successor to
act as Registrar and Paying Agent for the Bonds. The Issuer shall, in such event, at its expense,
notify all holders of the Bonds of the appointment and name of the successor, by providing notice
in the manner required for the redemption of the Bonds.
2
Section 12. Nonassignabilf . This Agreement shall not be assigned by either party
without the written consent of the other party.
Section 13. Modification. No modification of this Agreement shall be valid unless
made by a written agreement, executed and approved by the parties hereto.
Section 14. Severability. Should any action or part of any section of this Agreement be
declared void, invalid or unenforceable by any court of law for any reason, such determination
shall not render void, invalid or unenforceable any other section or other part of any section of
this Agreement.
Section 15. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida (the "State").
Section 16. Merger or Consolidation of the Bank. Any corporation into which the Bank
may be merged or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Bank shall be a party, shall be the successor Registrar and
Paying Agent under this Agreement, without the execution or filing of any paper or any further
act on the part of the parties hereto, provided however that the Bank shall provide 30 days prior
written notice to the Issuer of any such merger or consolidation.
Section 17. Compliance with Escheat Laws. Notwithstanding anything herein to the
contrary, the Bank will escheat any money deposited with the Bank for the payment of the
principal, redemption premium, if any, or interest on any Bond as required by the laws of the
State. Any unclaimed moneys provided for the payment of Bonds shall not be returned to the
Issuer, but shall be disposed of in accordance with applicable law.
[Remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers and their official seals to be hereunto affixed and attested as of
the date first above written.
(SEAL)
ATTEST:
Bv:
Name: Melanie Sibbitt
Title: City Clerk
CITY OF OCOEE, FLORIDA
Name: Rusty Johnson
Title: Mayor
[Signature page to Registrar and Paying Agent Agreement between
City of Ocoee, Florida and Regions Bank]
REGIONS BANK
N
[Signature page to Registrar and Paying Agent Agreement between
City of Ocoee, Florida and Regions Bank]
EXHIBIT A
Fee for services as Paying Agent and Bond Registrar will be an annual fee of $
payable in advance; all ordinary expenses including postage are included in this amount.
COPY OF ADVERTISEMENT
Date Published and Media Name
H6 I Orlando Sentinel Sunday, Soptember 27,2020.
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