HomeMy WebLinkAboutResolution 98-14
RESOLUTION 98-14
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF
$19,255,000 CITY OF OCOEE, FLORIDA, TRANSPORTATION
REFUNDING AND IMPROVENfENT REVENUE BONDS,
SERIES 1998; AWARDING THE SALE THEREOF TO WILLIAM
R. HOUGH & CO. AND SUNTRUST EQUITABLE SECURITIES
CORPORATION, SUBJECT TO THE TERNIS AND CONDITIONS
OF A PURCHASE CONTRACT; AUTHORIZING THE
DISTRIBUTION OF A FINAL OFFICIAL STATElvlENT IN
CONNECTION WITH THE DELIVERY OF THE BONDS;
APPOINTING A REGISTRAR, PAYING AGENT AND ESCROW
AGENT; PROVIDING FOR THE BONDS TO BE IN BOOK
ENTRY FORM; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City ofOcoee, Florida (the "Issuer"), has by Resolution 90-08 adopted on
August 21, 1990, as amended and supplemented by Resolution 90-11 adopted on August 30, 1990
and as further amended and supplemented by Resolution 98-13, adopted on September 15, 1998
(collectively, the "Resolution"), authorized the issuance of not to exceed $19,500,000 City ofOcoee,
Florida, Transportation Refunding and Improvement Revenue Bonds, Series 1998, to finance the
refunding of the Refunded Series 1990 Bonds and the Project (as defined in the Resolution); and
WHEREAS, due to the present instability in the market for revenue obligations the interest
on which is excluded from federal gross income, the critical importance of the timing of the sale of
the Bonds, and due to the willingness of William R. Hough & Co. and Sun Trust Equitable Securities
Corporation (collectively, the "Underwriter") to purchase the City of Ocoee, Florida, Transportation
Refunding and Improvement Revenue Bonds, Series 1998 (the "Series 1998 Bonds"), at interest rates
favorable to the Issuer, it is hereby determined that it is in the best interest of the public and the Issuer
to sell the Series 1998 Bonds at a negotiated sale; and
WHEREAS, the Undetwriter proposes to submit an offer to purchase $19,255,000 aggregate
principal amount of the Series 1998 Bonds, subject to the terms and conditions set forth in the Bond
Purchase Agreement, a copy of which is attached hereto as Exhibit A (the "Purchase Contract"); and
WHEREAS, the Issuer now desires to sell its Series 1998 Bonds pursuant to the Purchase
Contract and in furtherance thereof to appoint a Registrar, Paying Agent and Escrow Agent and to
approve the form of and authorize distribution of a final Official Statement in connection with the
issuance of the Series 1998 Bonds; and
WHEREAS, the Issuer has been provided all applicable disclosure information required by
Section 218.385, Florida Statutes, a copy of which is attached to the Purchase Contract; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF OCOEE, FLORIDA:
SECTION 1. The negotiated sale of the Series 1998 Bonds to the Undetwriter is hereby
approved. The Mayor and the Clerk are hereby authorized to execute the Purchase Contract in
substantially the form attached as Exhibit A, with such additional changes, insertions and omissions
therein as may be approved by the said officers of the Issuer executing the same, such execution to
be conclusive evidence of such approval.
SECTION 2. The Series 1998 Bonds shall be issued in the aggregate principal amount of
$19,255,000, shall be dated October 1, 1998, shall be in the denomination of$5,000 or any integral
multiple thereof and shall bear interest on the dates and at the rates and shall mature on the dates, in
the years and amounts as shall be set forth in the Purchase Contract. The Series 1998 Bonds shall
be subject to redemption prior to maturity at the time and in the manner set forth in the Purchase
Contract. The remaining authorized but unissued principal amount of Series 1998 Bonds is hereby
cancelled.
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SECTION 3. The Series 1998 Bonds shall be issued under and secured by the Resolution
on parity with the Issuer's Series 1990 Bonds and shall be executed by manual or facsimile signature
of the Mayor and the City Clerk of the Issuer in substantially the form set forth in the Resolution, with
such additional changes and insertions therein as shall be approved by the officers of the Issuer
executing the same, and such execution and delivery shall be conclusive evidence of the approval
thereof by such officers.
SECTION 4. The distribution by the Underwriter of the Preliminary Official Statement is
hereby ratified. The Preliminary Official Statement has been deemed final as of its date for purposes
of Rule 15c2-12 (the "Rule) of the Securities and Exchange Commission, except for "permitted
omissions," as defined in such Rule by the Mayor which is also hereby ratified.
SECTION 5. The distribution by the Underwriter of a final Official Statement of the Issuer
relating to the Series 1998 Bonds is hereby approved in substantially the form of the Preliminary
Official Statement, together with such changes thereto as may be authorized by the Mayor. The
Official Statement will be executed by the Mayor, such execution to be conclusive evidence of
approval of the Official Statement in its final form.
SECTION 6. SunTrust Bank, Central Florida, National Association, Orlando, Florida, is
hereby appointed as Registrar and Paying Agent for the Series 1998 Bonds and as the Escrow Agent
under the Escrow Deposit Agreement.
SECTION 7. The Issuer agrees that at the written request and expense of a Holder of
$1,000,000 or more of Series 1998 Bonds, the interest due on a Series 1998 Bond may be paid by
wire transfer or other medium acceptable to the Issuer and the Holder.
SECTION 8. The Issuer's has executed an agreement known as the Blanket Book Entry
Agreement (the "Book Entry Agreement") with DTC, and shall make such other provision and
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perform such further acts as are necessary or appropriate to provide for the distribution of the Series
1998 Bonds in book-entry form.
Neither the Issuer nor the Paying Agent will have any responsibility or obligations to the DTC
Participants, DTC Indirect Participants (as each is defined in the Book Entry Agreement) or the
beneficial owners with respect to (i) the accuracy of any records maintained by DTC or any DTC
Participant or DTC Indirect Participant; (ii) the payment by DTC or any DTC Participant or DTC
Indirect Participant of any amount due to any beneficial owner in respect of the principal amount or
redemption price of or interest on the Series 1998 Bonds; (iii) the delivery by DTC or any DTC
Participant or DTC Indirect Participant of any notice to any beneficial owner that is required or
permitted to be given to bondholders under the terms of the Indenture; (iv) the selection of the
beneficial owners to receive payment in the event of any partial redemption of the Series 1998 Bonds;
or (v) any consent given or other action taken by DTC as registered owner.
The Issuer shall issue Series 1998 Bonds directly to beneficial owners of Series 1998 Bonds
other than DTC, or its nominee, in the event that:
(1) DTC determines no.t to continue to ~ct as securities depository for the Series
1998 Bonds; or
(2) The Issuer advises DTC of the Issuer's determination that DTC is incapable
of discharging its duties; or
(3) The Issuer determines that it is in its best interest not to continue the book-
entry system or that the interests of the beneficial owners of the Series 1998 Bonds might be
adversely affected if the book-entry system is continued.
Upon occurrence of the events described in (1) or (2) above, the Issuer shall attempt to locate
another qualified securities depository.
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In the event the Issuer makes the determination noted in (3) above, or if the Issuer fails to
locate another qualified securities depository to replace DIC upon occurrence of the events described
in (1) or (2) above, the Paying Agent shall mail a notice to DIC for distribution to the beneficial
owners of the Series 1998 Bonds stating that DIC will no longer serve as securities depository,
whether a new securities depository will or can be appointed, the procedures for obtaining such Series
1998 Bonds and the provisions of this Resolution which govern the Series 1998 Bonds including, but
not limited to, provisions regarding authorized denominations, transfer and exchange, principal and
interest payment and other related matters.
SECTION 9. The Mayor, the City Manager, the City Clerk, the Finance Director, and the
City Attorney of the Issuer or any other appropriate officers of the Issuer are hereby authorized and
directed to execute any and all certifications or other instruments or documents required by the
Resolution, the Purchase Contract, this Resolution or any other document referred to above as a
prerequisite or precondition to the issuance of the Series 1998 Bonds and any such representation
made therein by officers or representatives of the Issuer shall be deemed to be made on behalf of the
Issuer. All action taken to date by the officers of the Issuer In furtherance of the issuance of the
Series 1998 Bonds is hereby approved, confirmed and ratified.
SECTION 10. All prior resolutions or other actions of the Issuer inconsistent with the
provisions of this Resolution are hereby modified, supplemented and amended to conform with the
provisions herein contained and except as otherwise modified, supplemented and amended hereby
shall remain in full force and effect.
SECTION 11. This Resolution shall take effect immediately upon its passing.
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PASSED AND ADOPTED by the City Commission of the City ofOcoee, Florida, on this
6th day of October, 1998.
ATTEST:
By:
Name: J
Title:
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE,
TO FORM AND LEGALITY,
TIllS 6th DAY OF OCTOBER,
1998.
FOLEY & LARDNER
fuJ.~,~
By:
Name: Paul Rosenthal
Title: City Attorney
AND BY:
BRYANT, MllLERAND OLIVE, P.A.
Y\. ^ ,. j'~, .r.
By J~ '~~
Name: Grace E. Dunlap
Title: Bond Counsel
J:\BONDS\4203\A WRES03WPD
September 23, 1998
APPROVED:
CITY OF OCOEE, FLORIDA
By:
Name: S. Scott Vandergrift
Title: Mayor
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
AS HELD ON OCTOBER 6th
1998 UNDER AGENDA ITEM
NO. VII It
6
EXHIBIT A
PURCHASE CONTRACT
Exhibit A
CITY OF OCOEE, FLORIDA
Transportation Refunding and Improvement Revenue Bonds,
Series 1998
BOND PURCHASE CONTRACT
October 6, 1998
Mayor and Members of the
City Commission
City of Ocoee, Florida
Dear Mayor and Commission Members:
William R. Hough & Co., on behalf of itself and SunTrust Equitable Securities Corporation
(the "Underwriters") offers to enter into the following agreement with the City ofOcoee, Florida (the
"City") which, upon your acceptance of this offer, will be binding upon the City and upon the
Underwriters. This offer is made subject to your acceptance on or before 11 :59 p.m., E.S.T., on the
date hereof and subject to withdrawal by the Underwriters upon notice to the City at any time prior
to the acceptance hereof by you and subject to cancellation by the Underwriters pursuant to Section
8( e) hereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in
the Official Statement (as hereinafter defined).
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations and agreements set forth herein, the Underwriters hereby agree to purchase from the
City for offering to the public and the City hereby agrees to sell and deliver to the Underwriters for
such purpose, all (but not less than all) of the City's $19,255,000 aggregate principal amount of
Transportation Refunding and Improvement Revenue Bonds, Series 1998 (the "Series 1998 Bonds").
The Series 1998 Bonds shall be dated as of October 1, 1998, shall be issued in such principal
amounts, bear such rates of interest and mature as set forth in Exhibit "A" attached hereto. Interest
on the Series 1998 Bonds shall be payable semi-annually beginning on April 1 , 1999, and on each
October 1 and April 1 thereafter to maturity or earlier redemption. The aggregate purchase price of
the Series 1998 Bonds shall be $18,625,350.30 (which takes into account an original issue discount
of $497,324.70 and an Underwriters' discount of $132,325.00), plus accrued interest on the Series
1998 Bonds from October 1, 1998 to the date of Closing (as hereinafter defined). The Series 1998
Bonds initially shall be offered to the public at such prices or yields (including discounts) as
indicated on Exhibit "A" attached hereto. The Series 1998 Bonds shall be issued pursuant to and
under the authority of, Chapter 166, Part II, Florida Statutes and other applicable provisions of law
(collectively, the "Act"), the Charter of the City of Ocoee and under and pursuant to Resolution
No. 90-08, adopted by the City Commission of the City on August 21, 1990, as amended and
supplemented, from time to time, and as specifically amended and supplemented by Resolution
No. 98-13, adopted by the City Commission of the City on September 15, 1998 (collectively, the
"Resolution"). The Series 1998 Bonds will be payable solely from, and secured by, a pledge of and
lien on the Pledged Funds (as defined in the Resolution). The Series 1998 Bonds are being issued
to provide funds sufficient, together with other available funds of the City, to: (a) refund a portion
of the City's Transportation Refunding and Improvement Revenue Bonds, Series 1990, currently
outstanding in the aggregate principal amount of$5,875,000 (the "Series 1990 Bonds"), (b) finance
the Project, consisting of the acquisition of rights-of-way and the design, construction, paving and
improvement of certain roads and related drainage improvements within the City, (c) acquire a surety
bond in an amount equal to the Reserve Requirement for the Series 1998 Bonds for deposit into a
special subaccount in the Reserve Account established for the benefit of the Series 1998 Bonds, and
(d) pay costs of issuance of the Series 1998 Bonds, including the municipal bond insurance policy
premmm.
2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a
corporate check of the Underwriters payable to the order of the City in the amount of$191,000.00
as security for the performance by the Underwriters of their obligation to accept and pay for the
Series 1998 Bonds at Closing (as defined herein) in accordance with the provisions hereof. In the
event that you accept this offer, said check shall be held uncashed by the City as a good faith deposit.
At the Closing, the check will be returned to the Underwriters. In the event you do not accept this
offer, the check shall be immediately returned to the Underwriters. If the Underwriters fail (other
than for a reason permitted hereunder) to accept and pay for the Series 1998 Bonds at the Closing
as provided herein, the check may be cashed by you and the proceeds retained by the City as and for
full liquidated damages for such failure and for any and all defaults hereunder on the part of the
Underwriters, and the retention of such amounts shall constitute a full release and discharge of all
claims and damages for such failure and for any and all such defaults hereunder on the part of the
Underwriters.
In the event that the City fails to deliver the Series 1998 Bonds at the Closing, or if the City
is unable at or prior to the date of Closing to satisfy or cause to be satisfied the conditions to the
obligations of the Underwriters contained in this Bond Purchase Contract, or if the obligations of the
Underwriters contained herein shall be canceled or terminated for any reason permitted by this Bond
Purchase Contract, the City shall be obligated to immediately return the check to the Underwriters.
3. Offering. It shall be a condition of your obligation to sell and deliver the Series 1998
Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery
of the Series 1998 Bonds, that the entire aggregate principal amount of the Series 1998 Bonds shall
be sold and delivered by you and accepted and paid for by the Underwriters at the Closing.
The Underwriters agree to make a public offering of all of the Series 1998 Bonds at the initial
offering prices (or yields) set forth in Exhibit "A" attached hereto; provided, however, the
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Underwriters reserve the right to make concessions to dealers and to change such initial offering
prices as the Underwriters shall deem necessary in connection with the marketing of the Series 1998
Bonds.
4. Preliminary Official Statement and Official Statement. The City hereby confirms
that it has heretofore made available to the Underwriters a Preliminary Official Statement of the City
relating to the Series 1998 Bonds, dated September 24, 1998 (which, together with the cover page
and appendices contained therein, is herein called the "Preliminary Official Statement"), and
authorizes and ratifies the use and distribution thereof to prospective purchasers and investors.
Within seven business days of the acceptance hereof by the City (or such shorter period of time to
allow the Underwriters to comply with any rules of the Municipal Securities Rulemaking Board),
the City shall cause to be delivered the final Official Statement, dated the date hereof (which,
together with the cover page and appendices contained therein, is herein called the "Official
Statement"), executed on behalf of the City by its Mayor in such reasonable numbers of conformed
copies as the Underwriters shall request, which shall be sufficient in number to comply with
paragraph (b)(3) of Rule 15c2-12 of the Securities and Exchange Commission
(17 CFR ~240.15c2-12) under the Securities Exchange Act of 1934 and with Rule 0-32 and all other
applicable rules of the Municipal Securities Rulemaking Board. The City, by its acceptance hereof,
ratifies and approves the Preliminary Official Statement and the Underwriters' use thereof, and
ratifies and approves and authorizes the Underwriters to use the Official Statement and all
documents described therein in connection with the public offering and the sale of the Series 1998
Bonds.
In accordance with Section 218.385, Florida Statutes, the Underwriters hereby disclose the
information required by such Section, including a truth-in-bonding statement, as provided in
Exhibit "B" attached hereto.
5. Use of Documents. You hereby authorize the use by the Underwriters of (a) the
Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any
supplements or amendments thereto), (d) Ordinance No. 330 of the City, dated December 20, 1955
and Ordinance No. 542 of the City dated October 19,1971, (e) the Interlocal Agreement dated
April 8, 1997, and (f) any other documents related to the transactions contemplated in the Official
Statement in connection with the public offering, sale and distribution of the Series 1998 Bonds.
6.
follows:
Representations and Agreements. The City hereby represents and agrees as
(a) As of the date of the Official Statement and at the time of Closing, the
statements and information contained in the Official Statement will be true, correct and
complete in all material respects and the Official Statement will not omit any statement or
information which should be included therein for the purposes for which the Official
Statement is to be used or which is necessary to make the statements or information
contained therein, in light of the circumstances under which they were made, not misleading;
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provided, however, that no representation is made regarding the municipal bond insurance
policy or any related information.
(b) Between the date of this Bond Purchase Contract and the time of Closing, the
City will not execute any bonds, notes or obligations for borrowed money (other than the
Series 1998 Bonds or obligations which pledge neither the full faith and credit of the City
nor any portion of the Pledged Funds), without giving prior written notice thereof to the
Underwriters.
(c) The City is, and will be at the date of Closing, duly organized and validly
existing as a municipal corporation of the State of Florida, with the powers and authority set
forth in the Act.
(d) The City has, and will have at the date of Closing full legal right, power and
authority to: (i) enter into this Bond Purchase Contract, (ii) adopt the Resolution, (iii) sell,
issue and deliver the Series 1998 Bonds to the Underwriters as provided herein, (iv) acquire
and construct the Project, and (v) carry out and consummate the transactions contemplated
by this Bond Purchase Contract, the Resolution and the Official Statement; and the City has
complied, and at the Closing will be in compliance, in all respects, with the terms of the Act
and with the applicable obligations on its part in connection with the issuance of the Series
1998 Bonds contained in the Resolution, the Series 1998 Bonds and this Bond Purchase
Contract.
(e) By all necessary official action, the City has duly adopted the Resolution, has
duly authorized and approved the Official Statement, has duly authorized the acquisition and
construction of the Project, has duly authorized and approved the execution and delivery of,
and the performance by the City of this Bond Purchase Contract and all other obligations on
its part in connection with the issuance of the Series 1998 Bonds and the consummation by
it of all other transactions contemplated by this Bond Purchase Contract in connection with
the issuance of the Series 1998 Bonds; upon delivery of the Series 1998 Bonds, the
Resolution will constitute a legal, valid and binding special obligation of the City,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and
similar laws affecting creditors' rights generally and subject, as to enforceability, to general
principles of equity.
(f) When delivered to and paid for by the Underwriters at the Closing in
accordance with the provisions of this Bond Purchase Contract, the Series 1998 Bonds will
have been duly authorized, executed, issued and delivered and will constitute valid and
binding special obligations of the City in conformity with the Act and the Resolution, and
shall be entitled to the benefits of the Resolution, including a prior pledge of and lien upon
the Pledged Funds, all in accordance with the provisions of the Resolution, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and subject, as to enforceability, to general principles of equity.
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(g) The adoption of the Resolution and the authorization, execution and delivery
of this Bond Purchase Contract and the Series 1998 Bonds, and compliance with the
provisions hereof and thereof, will not conflict with, or constitute a breach of or default under
any law, administrative regulation, consent decree, ordinance, resolution or any agreement
or other instrument to which the City was or is subject, as the case may be, nor will such
adoption, execution, delivery, authorization or compliance result in the creation or imposition
of any lien, charge or other security interest or encumbrance of any nature whatsoever upon
the Project or any of the other property or assets of the City, or under the terms of any law,
administrative regulation, ordinance, resolution or instrument, except as expressly provided
by the Resolution or the Series 1998 Bonds.
(h) At the time of Closing, the City will be in compliance in all respects with the
applicable covenants and agreements contained in the Resolution; and no event of default
and no event which, with the lapse of time or giving of notice, or both, would constitute an
event of default under the Resolution will have occurred or be continuing.
(i) Except as provided in the Official Statement, and except for certain permits
relating to the Project to be obtained subsequent to the date of this Bond Purchase Contract,
all approvals, consents, authorizations and orders of any governmental authority or agency
having jurisdiction in any matter which would constitute a condition precedent to the
performance by the City of its obligations hereunder or under the Resolution have been
obtained and are in full force and effect.
G)
Funds.
The City is lawfully empowered to pledge and grant a lien upon the Pledged
(k) Except as disclosed in the Official Statement, to the best knowledge of the
City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, government agency, public board or body, pending or
threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale,
issuance or delivery of the Series 1998 Bonds or the pledge of and lien on the Pledged Funds,
or contesting or affecting the validity or enforceability in any respect relating to the Series
1998 Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt
status of interest on the Series 1998 Bonds, or contesting the completeness or accuracy of the
Official Statement or any supplement or amendment thereto, or contesting the powers of the
City, the Commission or any authority for the issuance of the Series 1998 Bonds, the
adoption of the Resolution or the execution and delivery by the City of this Bond Purchase
Contract.
(1) The City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriters as the Underwriters may reasonably
request in order to (i) qualify the Series 1998 Bonds for offer and sale under the "blue sky"
or other securities laws and regulations of such states and other jurisdictions of the United
States as the Underwriters may designate and (ii) determine the eligibility of the Series 1998
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Bonds for investment under the laws of such states and other jurisdictions, and will use its
best efforts to continue such qualifications in effect so long as required for the distribution
of the Series 1998 Bonds; provided, however, that the City shall not be required to execute
a general or special consent to service of process or qualify to do business in connection with
any such qualification or determination in any jurisdiction or expend its own funds with
respect to the foregoing.
(m) The City will not take or omit to take any action, which action or omission
will in any way cause the proceeds from the sale of the Series 1998 Bonds to be applied in
a manner contrary to that provided for in the Resolution and as described in the Official
Statement.
(n) Except as expressly disclosed in the Official Statement, the City neither is nor
has been in default any time after December 31, 1975, as to payment of principal or interest
with respect to an obligation issued or guaranteed by the City.
(0) The City has not been notified of any listing or proposed listing by the Internal
Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not
be relied upon.
(P) As of its date, the Preliminary Official Statement is hereby deemed "[mal" by
the City for purposes of SEC Rule 15c2-12(b)(I), except for "permitted omissions" as
defined in such Rule.
(q) If, after the date of this Bond Purchase Contract and until the earlier of (i) 90
days from the end of the "underwriting period" (as defined in SEC Rule 15c2-12) or (ii) the
time when the Official Statement is available to any person from a nationally recognized
repository, but in no case less than 25 days following the end of the underwriting period, any
event shall occur which might or would cause the Official Statement, as then supplemented
or amended, to contain any untrue statement of a material fact or to omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the City shall notify the Underwriters thereof, and, if in the
reasonable opinion of the Underwriters such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the City will at its own expense
forthwith prepare and furnish to the Underwriters a sufficient number of copies of an
amendment of or supplement to the Official Statement (in form and substance satisfactory
to counsel to the Underwriters) which will supplement or amend the Official Statement so
that it will not contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances existing at
such time, not misleading.
(r) The City shall comply in all respects with the continuing disclosure
requirements of Rule l5c2-l2 promulgated under the Securities Exchange Act of 1934, as
set forth in the Official Statement and the Resolution.
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7. Closing. At 12:00 P.M., E.ST., on October 20, 1998, or at such time on such earlier
or later date as shall be agreed upon, you will deliver to the Underwriters, at the location and place
to be agreed upon by you and the Underwriters, the Series 1998 Bonds in definitive form, duly
executed, together with the other documents herein mentioned; and the Underwriters will accept
such delivery and pay at such location as may be agreed upon by you and the Underwriters the
purchase price of the Series 1998 Bonds as set forth in Section 1 hereof, plus accrued interest on the
Series 1998 Bonds from October 1, 1998, by immediately available funds, payable to the order of
the City. This delivery and payment is herein called the "Closing." The Series 1998 Bonds shall be
made available to the Underwriters at least one business day before the Closing for purposes of
inspecting and packaging. The Series 1998 Bonds shall be prepared and delivered as fully registered
Bonds.
8. Closing Conditions. The Underwriters have entered into this Bond Purchase
Contract in reliance upon the representations and warranties of the City herein contained and the
performance by the City of its obligations hereunder, both as of the date hereof and as of the time
of Closing. The obligations of the Underwriters under this Bond Purchase Contract are and shall be
subject to the following conditions:
(a) The representations and agreements of the City contained herein shall be true
and correct and complied with as of the date hereof and as of the date of the Closing, as if
made on the date of the Closing.
(b) At the time of the Closing, the Resolution shall be in full force and effect in
accordance with its respective terms and shall not have been amended, modified or
supplemented except as amended, modified or supplemented by a resolution or ordinance
incorporating the terms of the Series 1998 Bonds and the terms and conditions contained in
the municipal bond insurance commitment of the Insurer (as defined herein), and the Official
Statement shall not have been supplemented or amended, except in any such case as may
have been agreed to by the Underwriters.
(c) At the time of Closing, a resolution or ordinance of the City incorporating the
terms of the Series 1998 Bonds (or setting forth the parameters under which the Series 1998
Bonds may be sold to the Underwriters) and the terms and conditions contained in the
municipal bond insurance commitment of the Insurer shall have been duly adopted by the
City Commission.
(d) At the time of the Closing, all official action of the City relating to this Bond
Purchase Contract and the Series 1998 Bonds shall be in full force and effect in accordance
with their respective terms and shall not have been amended, modified or supplemented in
any material respect, except in each case as may have been agreed to by the Underwriters.
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(e) The Underwriters shall have the right to cancel the agreement contained
herein to purchase, to accept delivery of and to pay for the Series 1998 Bonds by notifying
you in writing of their intention to do so if:
(i) between the date hereof and the Closing, legislation shall have been
enacted by the Congress of the United States, or recommended to the Congress for
passage by the President of the United States, or favorably reported for passage to
either House of Congress by any Committee of such House, or passed by either
House of Congress, or a decision shall have been rendered by a court of the United
States or the United States Tax Court, or a ruling shall have been made or a
regulation shall have been proposed or made by the Treasury Department of the
United States or the Internal Revenue Service, with respect to the federal taxation of
interest received on obligations of the general character of the Series 1998 Bonds,
which, in the opinion of counsel for the Underwriters has, or will have, the effect of
making such interest subject to inclusion in gross income for purposes of federal
income taxation, except to the extent such interest shall be includable in gross
income on the date hereof, or
(ii) between the date hereof and the Closing, legislation shall be enacted
or any action shall be taken by the Securities and Exchange Commission which, in
the opinion of counsel for the Underwriters, has the effect of requiring the
contemplated issuance or distribution of the Series 1998 Bonds to be registered under
the Securities Act of 1933, as amended, or of requiring any of the Resolution to be
qualified under the Trust Indenture Act of 1939, as amended, or
(iii) an event described in paragraph (q) of Section 6 hereof shall have
occurred which requires an amendment or supplement to the Official Statement and
which, in the reasonable opinion of the Underwriters and the financial advisor to the
City, materially adversely affects the marketability of the Series 1998 Bonds or the
market price thereof, or
(iv) in the reasonable opinion of the Underwriters and the financial advisor
to the City, payment for and delivery of the Series 1998 Bonds is rendered
impracticable or inadvisable because (A) trading in securities generally shall have
been suspended on the New York Stock Exchange, Inc., or (B) a general banking
moratorium shall have been established by Federal, New York or Florida authorities,
or (C) the engagement of the United States in a war or other hostilities or the threat
of war or other hostilities, or
(v) an order, decree or injunction of any court of competent jurisdiction,
or any order, ruling, regulation or administrative proceeding by any governmental
body or board having jurisdiction of the subject matter, shall have been issued or
commenced, or any legislation enacted, with the purpose or effect of prohibiting the
issuance, offering or sale of the Series 1998 Bonds as contemplated hereby or by the
8
Official Statement or prohibiting the adoption of the Resolution or the performance
thereof, or
(vi) between the date hereof and the Closing, the City has, without the
prior written consent of the Underwriters, offered or issued any bonds, notes or other
obligations for borrowed money, or incurred any material liabilities, direct or
contingent, other than as described in the Official Statement, in either case payable
from the full faith and credit of the City or any portion of the Pledged Funds, or
(vii) the President of the United States, the Office of Management and
Budget, the Department of Treasury, the Internal Revenue Service or any other
governmental body, department, agency or commission of the United States or the
State of Florida having jurisdiction of the subject matter shall take or propose to take
any action or implement or propose regulations, rules or legislation which, in the
reasonable judgment of the Underwriters, materially adversely affects the market
price of the Series 1998 Bonds or causes any material information in the Official
'"
Statement, in light of the circumstances under which it appears, to be misleading in
any material respect, or
(viii) any executive order shall be announced, or any legislation, ordinance,
rule or regulation shall be proposed by or introduced in, or be enacted by any
governmental body, department, agency or commission of the United States or the
State of Florida or the State.ofNew York, having jurisdiction over the subject matter,
or a decision by any court of competent jurisdiction within the United States or
within the State of Florida or the State of New York shall be rendered which, in the
reasonable judgment of the Underwriters, materially adversely affects the market
price of the Series 1998 Bonds or causes any information in the Official Statement
to be misleading in any material respect, or
(ix) prior to Closing, either (A) Standard & Poor's Ratings Group and
Fitch IBCA, Inc. shall inform the City or the Underwriters that the Series 1998 Bonds
will not be rated at least "AAA" and "AAA," respectively, or (B) MBIA Insurance
Corporation (the "Insurer") shall inform the Underwriters or the City that it shall not
deliver its municipal bond insurance policy (the "Policy") at the time of Closing, or
(x) the rating of any class of security of the City shall have been
downgraded or withdrawn by a national credit rating service.
(f) At or prior to the date of the Closing, the Underwriters shall receive the
following documents:
(i) The Resolution certified by the City Clerk under seal as having been
duly adopted by the City and as being in effect, with only such supplements,
modifications or amendments as may have been agreed to by the Underwriters.
9
(ii) Fully executed counterparts of the Official Statement and copies of
conformed Official Statements sufficient to satisfy the requirements of Section 4
hereof.
(iii) A final approving opinion of Bryant, Miller & Olive, P.A., Bond
Counsel to the City, addressed to the City, dated the date of the Closing, in
substantially the form included in the Official Statement as Appendix D.
(iv) A letter of Bryant, Miller & Olive, P.A., addressed to the
Underwriters, and dated the date of Closing, to the effect that their final approving
opinion referred to in Section 8(f)(iii) hereof may be relied upon by the Underwriters
and the Insurer to the same extent as if such opinion were addressed to the
Underwriters and the Insurer.
(v) A supplemental opinion of Bryant, Miller & Olive, P.A., addressed
to the City and the Underwriters, and dated the date of Closing, to the effect that
(A) the information set forth in the Official Statement under the headings,
"INTRODUCTION," "SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 1998 BONDS," "THE SERIES 1998 BONDS," "TAX EXEMPTION,"
"CONTINUING DISCLOSURE," and in "APPENDIX C - COPY OF THE
RESOLUTION" (other than the financial, statistical and/or demographic information
and information concerning the City, the Insurer and the Policy included therein as
to which no opinion need be expressed), insofar as such information purports to be
descriptions or summaries of the Act, the Resolution, the Series 1998 Bonds, or the
laws referred to therein, constitute accurate and fair statements or summaries of the
matters set forth or the documents referred to therein, and the information under the
heading "TAX EXEMPTION" and in APPENDIX C is correct; and (B) the Series
1998 Bonds are exempt from registration under the Securities Act of 1933, as
amended, and the Resolution is exempt from qualification as an indenture under the
Trust Indenture Act of 1939, as amended.
(vi) An opinion of Foley & Lardner, Counsel to the City, addressed to the
City, the Insurer and the Underwriters, and dated the date of the Closing, in such
form and substance acceptable to the Underwriters and Counsel to the Underwriters.
(vii) A certificate, which shall be true and correct at the time of Closing,
signed by the Mayor and the City Manager of the City or such other officials
satisfactory to the Underwriters, and in form and substance satisfactory to the
Underwriters, to the effect that, to the best of their knowledge and belief (A) the
representations and covenants of the City contained herein are true and correct in all
material respects and are complied with as of the time of Closing and (B) the Official
Statement did not as of its date, and does not as of the date of Closing, contain any
untrue statement of a material fact or omit to state a material fact which should be
included therein for the purposes for which the Official Statement is to be used, or
10
which is necessary in order to make the statements contained therein, in light of the
circumstances in which they were made, not misleading (provided, that no opinion
need be expressed regarding the information contained therein relating to the Insurer
or the Policy).
(viii) An opinion of Nabors, Giblin & Nickerson, P.A., Counsel to the
Underwriters, addressed to the Underwriters, and dated the date of Closing,
substantially to the effect that, with respect to the information in the Official
Statement and based upon said firm's participation in the preparation of the Official
Statement as counsel to the Underwriters and without having undertaken to
determine independently the accuracy or completeness of the contents of the Official
Statement, said firm has no reason to believe that the Official Statement (except for
the financial and statistical data contained therein, the information therein relating to
the Insurer or the Policy, and Appendices A, B, C, E, F and thereto, as to which no
view need be expressed) contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.
(ix) A certificate of an authorized representative of SunTrust Bank,
Central Florida, National Association (the "Bank"), as Registrar, Paying Agent and
Escrow Agent to the effect that (A) the Bank is a national bank duly organized,
validly existing and in good standing under the laws of the United States of America
and is duly authorized to exercise trust powers in the State of Florida, (B) the Bank
has all requisite authority, power, licenses, permits and franchises, and has full
corporate power and legal authority to execute and perform its functions under the
Resolution, (C) the performance by the Bank of its functions under the Resolution
will not result in any violation of the Articles of Association or Bylaws of the Bank,
any court order to which the Bank is subject or any agreement, indenture or other
obligation or instrument to which the Bank is a party or by which the Bank is bound,
and no approval or other action by any governmental authority or agency having
supervisory authority over the Bank is required to be obtained by the Bank in order
to perform its functions under the Resolution and (D) to the best of such authorized
Representative's knowledge, there is no action, suit, proceeding or investigation at
law or in equity before any court, public board or body pending or, to his or her
knowledge, threatened against or affecting the Bank wherein an unfavorable decision,
ruling or finding on an issue raised by any party thereto is likely to materially and
adversely affect the ability of the Bank to perform its obligations under the
Resolution.
11
(x) A copy of the Comprehensive Annual Financial Report for the Fiscal
Year ended September 30, 1997, together with the audit opinion ofMcDirmit, Davis,
Lauteria, Puckett, Vogel & Company, P.A., independent accountants.
(xi) The Verification Report of McGladrey & Pullen, LLP, Minneapolis,
Minnesota regarding, among other things, the accuracy of the arithmetical
computations of the adequacy of the maturing principal and interest earned on the
Federal Securities (as defined in the Escrow Deposit Agreement) to pay when due,
the principal of, premium, if any, and interest on the Refunded Bonds.
(xii) The Policy and Surety Bond issued by the Insurer.
(xiii) A letter from McDirmit, Davis, Lauteria, Puckett, Vogel & Company,
P.A. to the effect that they are independent certified public accountants engaged by
the City and they consent to the use of their name and report in the Official
Statement;
(xiv) A certificate of an officer of the Insurer dated the date of the Closing
and addressed to the Underwriters, concerning the Insurer, the Policy, and the
information relating to the Insurer and the Policy contained in the Official Statement,
in form and substance satisfactory to Bond Counsel, the Underwriters and counsel
to the Underwriters.
(xv) A certificate of the Mayor or the City Manager deeming the
Preliminary Official Statement "final" as of its date for purposes of Rule 15c2-12;
(xvi) A letter of Standard & Poor's Ratings Group to the effect that the
Series 1998 Bonds have been assigned a rating no less favorable than "AAA" and
a letter of Fitch IBCA, Inc. to the effect that the Series 1998 Bonds have been
assigned a rating no less favorable than "AAA," each of which such ratings shall be
in effect as of the date of Closing;
(xvii) A certificate of First Union Capital Markets, a division of Wheat First
Securities substantially to the effect that with respect to the information in the
Official Statement and based upon their review of the Official Statement as Financial
Advisor to the City and without having undertaken to determine independently the
accuracy or completeness of the contents of the Official Statement, said firm has no
reason to believe that the Official Statement (except for the information therein
relating to the Insurer or the Policy, and the Appendices thereto, as to which no view
need be expressed) contains an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading.
12
(xviii) The statement of an independent certified public accountant required
pursuant to Section 18.D. of the Resolution.
(xix) Such additional legal opinions, certificates, instruments and other
documents as the Underwriters may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the City's
representations and warranties contained herein and of the statements and
information contained in the Official Statement and the due performance or
satisfaction by the City on or prior to the date of Closing of all the agreements then
to be performed and conditions then to be satisfied by it.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to
purchase, to accept delivery of and to pay for the Series 1998 Bonds contained in this Bond Purchase
Contract and the Underwriters do not waive such inability in writing, or if the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Series 1998 Bonds shall be
terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract
shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the
Underwriters and neither the Underwriters nor the City shall be under any further obligation
hereunder, except that the respective obligations of the City and the Underwriters set forth in
Section 9 hereof shall continue in full force and effect.
9. Expenses. The Underwriters shall be under no obligation to pay, and the City shall
pay any expense incident to the performance of the City's obligations hereunder, including, but not
limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of
preparation and printing of the Series 1998 Bonds; (c) the fees and disbursements of Bond Counsel;
(d) the fees and disbursements of the City's certified public accountants; (e) the fees and
disbursements of any experts, consultants or advisors retained by the City; (t) fees for bond ratings;
(g) the fees and expenses of the Registrar, the Paying Agent; and (h) the costs of preparing, printing
and delivering the Preliminary Official Statement and the Official Statement and any supplements
or amendments thereto.
The Underwriters shall pay: (a) the cost of preparing, printing and delivery of this Bond
Purchase Contract; (b) the cost of all "blue sky" and legal investment memoranda and related filing
fees; (c) the fees and expenses of counsel to the Underwriters; (d) all advertising expenses; and
(e) all other expenses incurred by them or any of them in connection with the public offering of the
Series 1998 Bonds. In the event that either party shall have paid obligations of the other as set forth
in this Section 9, adjustment shall be made at the time of the Closing.
10. Notices. Any notice or other communication to be given to you under this Bond
Purchase Contract may be given by mailing the same to City of Ocoee, Florida, 150 North Lakeshore
Drive, Ocoee, Florida 34761, to the attention of the City Manager, and any such notice or other
communication to be given to the Underwriters may be mailed to William R. Hough & Co., 100
13
Second Avenue South, Suite 800, St. Petersburg, Florida 3370-4386, to the attention of Ms. Julie
Santamaria.
11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of
the City and the Underwriters and no other party or person shall acquire or have any right hereunder
or by virtue hereof. All your representations and agreements in this Bond Purchase Contract shall
remain operative and in full force and effect and shall survive the delivery of the Series 1998 Bonds.
12. Waiver. Notwithstanding any provision herein to the contrary, the performance of
any and all obligations of the City hereunder and the performance of any and all conditions contained
herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole
discretion, and the approval of the Underwriters when required hereunder or the determination of
their satisfaction as to any document referred to herein shall be in writing, signed by an appropriate
officer or officers of the Underwriters and delivered to you.
13. No Liability. Neither the City Commissioner, nor any of the members thereof, nor
any officer, agent or employee thereof, shall be charged personally by the Underwriters with any
liability, or held liable to the Underwriters under any term or provision of this Bond Purchase
Contract because of its execution or attempted execution, or because of any breach or attempted or
alleged breach thereof.
[REMAINDER OF THIS PAGE INTENTIONALL Y LEFT BLANK]
14
14. Governing Law. This Bond Purchase Contract, and the terms and conditions herein,
shall constitute the full and complete agreement between the City and the Underwriters with respect
to the purchase and sale of the Series 1998 Bonds. This Bond Purchase Contract shall be governed
by and construed in accordance with the laws of the State of Florida.
Very truly yours,
WILLIAM R. HOUGH & CO.,
on behalf of itself and
SunTrust q 'table Securities Corporation
By:
S
Executed on: October~, 1998
By:
S. Scott Vandergrift,
Executed on: October b , 1998
(SEAL)
AT
FOR USE AND RELIANCE ONLY THE
CITY OF OCOEE, FLORIDA APPROlD
AS TO FORM AND LEGALITY THIS
DAY OF OCTOBER, 1998.
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
OCTOBER Co, 1998 UNDER AGENDA
TEM NO. iIi A-_
FOl1::1r
By: ~
City Attorney
~
AND BY:
BRYANT, MILLER AND OLIVE, P.A.
BY:~ >~~~
Grace E. Dunlap - ~
Bond Counsel
15
EXHIBIT" A"
TERMS OF SERIES 1998 BONDS
MATURITY SCHEDULE
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES
AND PRICES OR YIELDS
$5,130,000 Serial Bonds
Principal Interest
Maturity Amount Rate Yield
10/01/99 $150,000 3.35% 3.35%
10/01/00 305,000 4.50 3.45
10/01/01 315,000 3.50 3.50
10/01/02 325,000 3.50 3.55
10/01/03 335,000 3.60 3.60
10/01/04 350,000 4.50 3.65
10/01/05 365,000 3.70 3.75
10/01/06 380,000 3.80 3.80
10/01/07 395,000 3.80 3.85
10/01/08 410,000 3.90 3.95
10/01/09 420,000 4.00 4.05
10/01/10 440,000 4.10 4.15
10/01/11 460,000 4.25 4.30
10/01/12 480,000 4.30 4.40
$1,565,000.004.50% Term Bonds Due October 1,2015 - Price 98.829%
$6,865,000.00 4.50% Term Bonds Due October 1, 2023 - Price 96.366%
$5,695,000.004.50% Term Bonds Due October 1, 2028 - Price 95.870%
(Accrued interest to be added)
A-I
Optional Redemption
The Series 1998 Bonds maturing on or prior to October 1, 2008 are not subject to redemption
prior to their respective maturities. The Series 1998 Bonds maturing on or after October 1, 2009 are
subject to redemption prior to maturity on or after October 1, 2008, at the option of the City, in
whole at any time or in part on any interest payment date in such manner as shall be determined by
the City and by lot within a maturity if less than a full maturity from any legally available moneys
at a redemption price (expressed as a percentage of the principal amount) as set forth in the following
table, plus accrued interest to the redemption date.
Period During Which Redeemed
(Both dates inclusive)
Redemption
Price
October 1, 2008 through September 30, 2009
October 1, 2009 and thereafter
101%
100%
Mandatory Redemption
The Series 1998 Bonds which mature on October 1, 2015 are subject to mandatory
redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal
amount thereof plus interest accrued to the redemption date, beginning on October 1, 2013, and on
each October 1 thereafter, in the following principal amounts in the years specified:
Year
Principal
Amount
2013
2014
2015*
$500,000.00
520,000.00
545,000.00
* Maturity
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
A-2
The Series 1998 Bonds which mature on October 1, 2023 are subject to mandatory
redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal
amount thereof plus interest accrued to the redemption date, beginning on October 1, 2016, and on
each October 1 thereafter, in the following principal amounts in the years specified:
Year
Principal
Amount
2016
2017
2018
2019
2020
2021
2022
2023*
$730,000.00
765,000.00
800,000.00
835,000.00
875,000.00
910,000.00
955,000.00
995,000.00
*Maturity
The Series 1998 Bonds which mature on October 1, 2028 are subject to mandatory
redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal
amount thereof plus interest accrued to the redemption date, beginning on October 1, 2024, and on
each October 1 thereafter, in the following principal amounts in the years specified:
Year
Principal
Amount
2024
2025
2026
2027
2028*
$1,040,000.00
1,090,000.00
1,135,000.00
1,190,000.00
1,240,000.00
* Maturity
A-3
EXHIBIT "B"
DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT
October 6, 1998
Mayor and Members of the
City Commission
City of Ocoee, Florida
Re: Transportation Refunding and Improvement Revenue Bonds, Series 1998
Dear Mayor and Commission Members:
In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of
$19,255,000 in aggregate amount of its Transportation Refunding and Improvement Revenue Bonds,
Series 1998 (the "Series 1998 Bonds"), William R. Hough & Co. and SunTrust Equitable Securities
Corporation (collectively, the "Underwriters") is underwriting a public offering of the Series 1998
Bonds.
The purpose of the following paragraphs of this letter is to furnish, pursuant to the provisions
of Section 218.385(6), Florida Statutes, certain information with respect to the arrangements
contemplated for the purchase and sale of the Series 1998 Bonds, as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriters in
connection with the purchase and re-offering of the Series 1998 Bonds are set forth in Schedule I
attached hereto.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, connected
with the sale and purchase of the Series 1998 Bonds.
(c) The underwriting spread, the difference between the price at which the Series 1998
Bonds will be initially offered to the public by the Underwriters and the price to be paid to the City
for the Series 1998 Bonds, exclusive of accrued interest, will be $6.87 per $1,000 of Series 1998
Bonds issued.
(d) As part of the estimated underwriting spread set forth in paragraph (c) above, the
Underwriters will charge a management fee of$.50 per $1,000 of Series 1998 Bonds issued.
B-1
(e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters
in connection with the issuance of the Series 1998 Bonds to any person not regularly employed or
retained by the Underwriters (including any "finder" as defined in Section 218.386, Florida Statutes),
except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in
paragraph (a) above.
(f) The name and address of the Underwriters are:
William R. Hough & Co.
100 Second Avenue South / Suite 800
St. Petersburg, Florida 33701-4386
SunTrust Equitable Securities Corporation
200 South Orange Avenue
M/C 0-1102 / Tower 10
Orlando, Florida 32801
The purpose of the following paragraphs are to furnish, pursuant to the provisions of Sections
218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby,
as follows:
(a) The City is proposing to issue $19,255,000 of the Series 1998 Bonds for the principal
purposes of providing sufficient monies to (1) refund a portion of the City's Transportation
Refunding and Improvement Revenue Bonds, Series 1990, currently outstanding in the aggregate
principal amount of$5,875,000 (the "Series 1990 Bonds"); (2) finance the Project, consisting of the
acquisition of rights-of-way and the design, construction, paving and improvement of certain roads
and related drainage improvements within the City, (3) acquire a surety bond in an amount equal to
the Reserve Requirement for the Series 1998 Bonds for deposit into a special subaccount in the
Reserve Account established for the benefit of the Series 1998 Bonds, and (4) pay costs of issuance
of the Series 1998 Bonds, including the municipal bond insurance policy premium. This obligation
is expected to be repaid over a period of approximately 30 years. At the interest rates set forth on
Exhibit "A" to the Bond Purchase Contract to which this is attached, total interest paid over the life
of the obligation (including accrued interest) will be $16,755,635.00.
(b) The source of repayment or security of the Series 1998 Bonds is the Pledged Funds
as defined in the Resolution. Authorizing this debt will result in an average of approximately
$1,300,000.00 of such Pledged Funds not being available to finance other services of the City each
year for approximately 30 years.
B-2
The foregoing is provided for information purposes only and shall not affect or control the
actual terms and conditions of the Series 1998 Bonds.
Very truly yours,
WILLIAM R. HOUGH & CO.
BY:__~~
SeniorVice President
B-3
SCHEDULE I
UNDERWRITERS' ESTIMATED EXPENSES
(Per $1,000 of Series 1998 Bonds)
Underwriters' Counsel
Structuring Fee
DALNET, Communications
Clearance Fee, CUSIP, PSA, DTC
Day Loan
Out-of-Pocket and Miscellaneous
$.88
.40
.03
.15
.04
.13
TOTAL
$1.63
Q:\03198\Bpa.3. wpd
B-4
RESOLUTION NO. 98-13
CITY OF OCOEE, FLORIDA
TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS
SERIES 1998
Adopted on September 15, 1998
TABLE OF CONTENTS
PAGE
ARTICLE I
GENERAL ................................................................ 1
SECTION 1.01. Authority for this Resolution. ................................. 1
SECTION 1.02. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 1.03. Resolution to Constitute Contract. ............................. 3
SECTION 1.04. Findings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 1.05. Additional 1998 Project; Refunding of Refunded Series 1990 Bonds. ... 5
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF
SERIES 1998 BONDS ....................................................... 6
SECTION 2.01. Authorization of Series 1998 Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.02. Application of Series 1998 Bond Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.03 Funds and Accounts Secure Holders of the Series 1998 Bonds;
Reserve Fund; Surety Bond. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Execution of Series 1998 Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Authentication. ............................................ 8
Privilege of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Form of Series 1998 Bonds. ..................................9
SECTION 2.04.
SECTION 2.05.
SECTION 2.06.
SECTION 2.07.
ARTICLE III
REGISTRAR, PAYING AGENT, INSURER, AND ACCOUNTANT MATTERS.. . . . . . ..10
SECTION 3.01. Registrar and Paying Agent for the Series 1998 Bonds. . . . . . . . . . . . . . 10
SECTION 3.02. Preparation of Accountant's Certificate. ........................ 10
SECTION 3.03. Appointment of Bond Insurer for Series 1998 Bonds. .............. 10
SECTION 3.04. Purchase of Bond Insurance and Surety Bond. ................... 10
SECTION 3.05. Terms Regarding Series 1998 Bonds In Policy. . . . . . . . . . . . . . . . . . . . 11
SECTION 3.06. Federal Income Tax Covenants. .............................. 14
ARTICLE IV
AMENDMENT TO ORIGINAL INSTRUMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.01. Amendment to Original Instrument. ........................... 16
ARTICLE V
MISCELLANEOUS
SECTION 5.01.
SECTION 5.02.
SECTION 5.03.
SECTION 5.04.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Preliminary Official Statement. ............................... 17
Continuing Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Severability ofInvalid Provisions ............................. 17
Effective Date. ........................................... 18
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Escrow Deposit Agreement
Continuing Disclosure Certificate
Preliminary Official Statement
Municipal Bond Insurance Commitment
Reserve Fund Guaranty Agreement
