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HomeMy WebLinkAboutResolution 96-35 RESOLUTION 96.35 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $ 1O,l5D,cro CITY OF OCOEE, FLORIDA, WATER AND SEWER SYSTEM IMPROVEMENT REVENUE BONDS, SERIES 1997; AWARDING THE SALE THEREOF TO WILLIAM R. HOUGH & CO., SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CONTRACf; AUTHORIZING THE DISTRIBUTION OF A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; APPOINTING A REGISTRAR AND PA YING AGENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Ocoee, Florida (the "Issuer"), has by Resolution 93-02 adopted on February 2, 1993, and Resolution 96-32 adopted on December 3, 1996 (collectively, the "Resolution"), authorized the issuance of not to exceed $15,000,000 Cityof Ocoee, Florida, Water and Sewer System Improvement Revenue Bonds, Series 1997, to finance 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. (the "Underwriter") to purchase the City of Oeoee, Florida, Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Series 1997 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 1997 Bonds at a negotiated sale; and WHEREAS, the Underwriter proposes to submit an offer to purchase $lO,l9),OCO of the Series 1997 Bonds, subject to the terms and conditions set forth in the Purchase Contract, a copy of which is attached hereto as Exhibit A (the "Purchase Contract"); and WHEREAS, the Issuer now desires to sell its Bonds pursuant to the Purchase Contract and in furtherance thereof to appoint a Registrar and Paying Agent and to approve the form of and authorize distribution of a final Official Statement in connection with the issuance of the Series 1997 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 WHEREAS, this Resolution shall constitute a Supplemental Resolution under the terms of the Resolution and all capitalized undefined terms shall have the meaning set forth in the Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OFTHE CITY OF OCOEE, FLORIDA: SECTION 1. The negotiated sale of the Series 1997 Bonds to the Underwriter is hereby approved. The Mayor and the Clerk are hereby authorized to execute the Purchase Contract in substantially the form attached as Exhibit A, with such additional changes, insertions and omissions therein as may be approved by the said officers of the Issuer executing the same, such execution to be conclusive evidence of such approval. SECTION 2. The Series 1997 Bonds shall be issued in the aggregate principal amount of $lO,l9),OCO , shall be dated January 1, 1997, 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 1997 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 1997 Bonds is hereby cancelled. SECTION 3. The Series 1997 Bonds shall be issued under and secured by the Resolution on parity with the Issuer's Series 1993 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 is 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. SECTION 5. The distribution by the Underwriter of a final Official Statement of the Issuer relating to the Series 1997 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. First Union National Bank of Florida, Jacksonville, Florida, is hereby appointed as Registrar and Paying Agent for the Series 1997 Bonds. 3 SECfION 7. In addition to the provisions set forth in Section 2.02 of the Resolution, the Issuer agrees that at the written request and expense of a Holder of $1,000,000 or more of Series 1997 Bonds, the interest due on a Series 1997 Bond may be paid by wire transfer or other medium acceptable to the Issuer and the Holder. SECfION 8. 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 1997 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 1997 Bonds is hereby approved, confirmed and ratified. SECTION 9. 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. 4 SECI'ION 10. This Resolution shall take effect immediately upon its passing. PASSED AND ADOPTED by the City Commission of the City of Ocoee, Florida, on this 17th day of December, 1996. A TrEST: APPROVED: CITY OF OCOEE, FLORIDA .~ i 5' ~~~~ Mayor FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO FORM AND LEGALITY, this ~ day of December, 1996 APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON DECEMBER 17, 1996 UNDER AGENDA ITEM NO~. f=. FOLEY & LARDNER By: J utt11. ~-t- f1-s~' City Attorney J;\BONDS\4128\AWRESOlI12(10/961 GEDI A 5 EXHIBIT A PURCHASE CONTRACT CITY OF OCOEE, FLORIDA Water and Sewer System Improvement Revenue Bonds, Series 1997 BOND PURCHASE CONTRACT December 17, 1996 Mayor and Members of the City Commission City of Ocoee, Florida Dear Mayor and Commission Members: William R. Hough & Co. (the "Underwriter") 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 Underwriter. This offer is made subject to your acceptance on or before 11:59 p.m., E.S.T., on the date hereof and subject to withdrawal by the Underwriter upon notice to the City at any time prior to the acceptance hereof by you and subject to cancellation by the Underwriter pursuant to Section 8( e) hereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Official Statement (as hereinafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Underwriter hereby agrees to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriter for such pwpose, all (but not less than all) of the City's $10,150,000 aggregate principal amount of Water and Sewer System hnprovement Revenue Bonds, Series 1997 (the "Series 1997 Bonds"). The Series 1997 Bonds shall be dated as of January 1, 1997, shall be Q:\03177\F.3 December 17, 1996 issued in such principal amounts, bear such rates of interest and mature as set forth in Exhibit A attached hereto. Interest on the Series 1997 Bonds shall be payable on April 1, 1997, and on each October 1 and April 1 thereafter to maturity or earlier redemption. The aggregate purchase price of the Series 1997 Bonds shall be $9,944,655.74 (which takes into account an original issue discount of $130, 121.95 and an Underwriter's discount of $87, 188.50 ), plus accrued interest on the Series 1997 Bonds from January 1, 1997 to the date of Closing (as hereinafter defined). The Series 1997 Bonds initially shall be offered to the public at such prices or yields (including discounts) as indicated on Exhibit A.attached hereto. The Series 1997 Bonds shall be issued pursuant to and under the authority of, Chapter 166, Part II, Florida Statutes and other applicable provisions of law (collectively, the "Act"), the Charter of the City of Ocoee and under and pursuant to Resolution No. 93-02 adopted by the City Commission on February 2, 1993, as amended and supplemented from time to time, and as specifically amended and supplemented by Resolution No. 96-32, adopted by the City on December 3, 1996 (the "Resolution"). The Series 1997 Bonds will be payable solely from, and secured by, a pledge of and lien on the Pledged Funds (as defmed in the Resolution). The Series 1997 Bonds are being issued to provide funds sufficient, together with other available funds of the City, to (1) finance a portion of the cost of acquiring and constructing certain additions, extensions and improvements to the System of the City, (2) acquire a surety bond for deposit into the account of the Reserve Fund established for the Series 1997 Bonds, and (3) pay certain costs and expenses relating to the issuance of the Series 1997 Bonds. 2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a corporate check of the Underwriter payable to the order of the City in the amount of $101,500 as security for the performance by the Underwriter of its obligation to accept and pay for the Series 1997 Bonds at Closing (as defined herein) in accordance with the provisions hereof. In the event that you accept this offer, said check shall be held uncashed by the City as a good faith deposit. At the Closing, the check will be returned to the Underwriter. In the event you do not accept this offer, the check shall be immediately returned to the Underwriter. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Series 1997 Bonds at the Closing as provided herein, the check may be cashed by you and the proceeds retained by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriter. In the event that the City fails to deliver the Series 1997 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 2 Q:\03177\F.3 December 17. 1996 conditions to the obligations of the Underwriter contained in this Bond Purchase Contract, or if the obligations of the Underwriter contained herein shall be canceled or terminated for any reason permitted by this Bond Purchase Contract, the City shall be obligated to immediately return the check to the Underwriter. 3. Offering. It shall be a condition of your obligation to sell and deliver the Series 1997 Bonds to the Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Series 1997 Bonds, that the entire aggregate principal amount of the Series 1997 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a public offering of all of the Series 1997 Bonds at the initial offering prices (or yields) set forth in Exhibit A attached hereto; provided, however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Series 1997 Bonds. 4. Preliminary Official Statement and Official Statement. The City hereby confrrms that it has heretofore made available to the Underwriter a Preliminary Official Statement of the City relating to the Series 1997 Bonds, dated December 9, 1996 (which, together with the cover page and appendices contained therein, is herein called the "Preliminary Official. Statement"), and authorizes and ratifies the use and distribution thereof to prospective purchasers and investors. Within seven business days of the acceptance hereof by the City (or such shorter period of time to allow the Underwriter to comply with any rules of the Municipal Securities Rulemaking Board), the City shall cause to be delivered the final Official Statement, dated the date hereof (which, together with the cover page and appendices contained therein, is herein called the "Official Statement"), executed on behalf of the City by its Mayor in such reasonable numbers of conformed copies as the Underwriter shall request, which shall be sufficient in number to comply with paragraph (b)(3) ofRu1e 15c2-12 of the Securities and Exchange Commission (17 CFR ~240.15c2-12) under the Securities Exchange Act of 1934 and with Ru1e G-32 and all other applicable rilles of the Municipal Securities Ru1emaking Board. The City, by its acceptance hereof, ratifies and approves the Preliminary Official Statement and the Underwriter' use thereof, and ratifies and approves and authorizes the Underwriter to use the Official Statement and all documents described therein in connection with the public offering and the sale of the Series 1997 Bonds. 3 Q:\03177\F.3 December 17,1996 In accordance with Section 218.385, Florida Statutes, the Underwriter hereby discloses the information required by such Section, including a truth-in-bonding statement, .f>) provided in Exhibit B attached hereto. 5. Use of Documents. You hereby authorize the use by the Underwriter of (a) the Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any supplements or amendments thereto), (d) the Consulting Engineer's Report, (e) Ordinance No. 92-19 of the City, dated August 18,1992, regarding the establishment of rates for the System, and (f) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 1997 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; 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 Closmg, the City will not execute any bonds, notes or obligations for borrowed money (other than the Series 1997 Bonds or obligations which pledge neither the full faith and credit of the City nor any portion of the Pledged Funds), without giving prior written notice thereof to the Underwriter. (c) The City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation of the State of Florida, with the powers and authority set forth in the Act. (d) The City has, and will have at the date of Closing full legal right, power and authority to: (i) enter into this Bond Purchase Contract, (ii) adopt the Resolution, (iii) sell, issue and deliver the Series 1997 Bonds to the Underwriter as provided herein, (iv) acquire and construct the Project, and (v) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the Resolution and the 4 Q:\0317'i1F.3 December 17, 1996 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 1997 Bonds contained in the Resolution, the Series 1997 Bonds and this Bond Purchase Contract. (e) By all necessary official action, the City has du1y adopted the Resolution, has du1y authorized and approved the Official Statement, has du1y authorized the acquisition and construction of the Project, has du1y 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 1997 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Series 1997 Bonds; upon delivery of the Series 1997 Bonds, the Resolution will constitute a legal, valid and binding special obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (f) When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Contract, the Series 1997 Bonds will have been du1y 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. (g) The adoption of the Resolution and the authorization, execution and delivery of this Bond Purchase Contract and the Series 1997 Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a breach of or defau1t under any law, administrative regu1ation, 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 1997 Bonds. 5 Q:\03177\F.3 December 17, 1996 (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) The City is lawfully empowered to pledge and grant a lien upon the Pledged Funds. (k) Except as disclosed in the Official Statement, to the best knowledge of the City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1997 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 1997 Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the Series 1997 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 Councilor any authority for the issuance of the Series 1997 Bonds, the adoption or enactment of the Resolution or the execution and delivery by the City of this Bond Purchase Contract. (1) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the Series 1997 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, and (ii) determine the eligibility of the Series 1997 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 1997 Bonds; provided, however, that the City shall not be required to execute a general or special consent to 6 Q:\031 ~.3 Dccc:mber 17, 1996 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 1997 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)(l), except for "permitted omissions" as defined in such Rule. ( q) If, after the date of this Bond Purchase Contract and until the earlier of (i) 90 days from the end of the "underwriting period" (as defined in SEC Rule 15c2- 12) or (ii) the time when the Official Statement is available to any person from a nationally recognized repository, but in no case less than 25 days following the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter thereof, and, if in the reasonable opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its own expense forthwith prepare and furnish to the Underwriter a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel to the Underwriter) which will supplement or amend the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. 7 Q:\0317N.3 December 17, 1996 (r) The City shall comply in all respects with the continuing disclosure requirements of Ru1e 15c2-12 promu1gated under the Securities Exchange Act of 1934, as set forth in the Official Statement and the Resolution. 7. Closing. At 12:00 P.M., E.S.T., on January 9, 1997, or at such time on such earlier or later date as shall be agreed upon, you will deliver to the Underwriter, at the location and place to be agreed upon by you and the Underwriter, the Series 1997 Bonds in definitive form, du1y executed, together with the other documents herein mentioned; and the Underwriter will accept such delivery and pay at such location as may be agreed upon by you and the Underwriter the purchase price of the Series 1997 Bonds as set forth in Section 1 hereof, plus accrued interest on the Series 1997 Bonds from January 1, 1997, by immediately available funds, payable to the order of the City. This delivery and payment is herein called the "Closing." The Series 1997 Bonds shall be made available to the Underwriter at least one business day before the Closing for purposes of inspecting and packaging. The Series 1997 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriter has entered into this Bond Purchase Contract in reliance upon the representations and warranties of the City herein contained and the performance by the City of its obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations of the Underwriter under this Bond Purchase Contract are and shall be subject to the following conditions: (a) The representations and agreements of the City contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing, as if made on the date of the Closing. (b) At the time of the Closing, the Resolution shall be in full force and effect in accordance with its respective terms and shall not have been amended, modified or supplemented except as amended, modified or supplemented by a resolution or ordinance incorporating the terms of the Series 1997 Bonds and the terms and conditions contained in the municipal bond insurance commitment of the Insurer (as defined herein), and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter. (c) At the time of Closing, a resolution or ordinance of the City incorporating the terms of the Series 1997 Bonds (or setting forth the parameters under which the Series 1997 Bonds may be sold to the Underwriter) and the terms 8 Q:\031771F.3 December 17.1996 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 1997 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriter. ( e ) The Underwriter shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Series 1997 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 1997 Bonds, which, in the opinion of counsel for the Underwriter has, or will have, the effect of making such interest subject to inclusion in gross income for purposes of federal income taxation, except to the extent such interest shall be includable in gross income on the date hereof, or (ii) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of counsel for the Underwriter, has the effect of requiring the contemplated issuance or distribution of the Series 1997 Bonds to be registered under the Securities Act of 1933, as amended, or of requiring any of the Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or (iii) an event described in paragraph (q) of Section 6 hereof shall have occurred which requires an amendment or supplement to the Official Statement and which, in the reasonable opinion of the Underwriter and the financial advisor to the City, materially adversely affects the marketability of the Series 1997 Bonds or the market price thereof, or 9 Q:\03177\F.3 December 17, 1996 (iv) in the reasonable opinion of the Underwriter and the financial advisor to the City, payment for and delivery of the Series 1997 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 IDJunction 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 1997 Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption or enactment of the Resolution or the performance thereof, or (vi) between the date hereof and the Closing, the City has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, 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 TreasUl)', the Internal Revenue Service or any other governmental body, department, agency or commission of the United States or the State of Florida having jurisdiction of the subject matter shall take or propose to take any action or implement or propose regulations, rules or legislation which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the Series 1997 Bonds or causes any material information in the Official Statement, in light of the circUmstances under which it appears, to be misleading in any material respect, or (viii) any executive order shall be announced, or any legislation, ordinance, rule or regulation shall be proposed by or introduced in, or be enacted by any governmental body, department, agency or commission of the United States or the State of Florida or the State of New York, having jurisdiction over the subject matter, or a decision by any court of competent jurisdiction within the United States or within the State of Florida or the State of New York shall be rendered which, in the reasonable judgment of the Underwriter, materially adversely affects the market price 10 Q:\031771F.3 December 17. 1996 of the Series 1997 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, Fitch Investors Service, L.P. or Moody's Investors Service shall inform the City or the UndeIWriter that the Series 1997 Bonds will not be rated at least "AAA," "AAA" and "Aaa," respectively or (B) AMBAC Indemnity Corporation (the "Insurer") shall inform the Underwriter or the City that it shall not deliver its municipal bond insurance policy (the "Policy") at the time of Closing, or (x) the rating of any class of security of the City shall have been downgraded or withdrawn by a national credit rating service. (f) At or prior to the date of the Closing, the Underwriter shall receive the following documents: (i) The Resolution certified by the City Clerk under seal as having been duly adopted or enacted by the City and as being in effect, with only such supplements, modifications or amendments as may have been agreed to by the Underwriter. (ii) Fully executed counterparts of the Official Statement and copies of conformed Official Statements sufficient to satisfy the requirements of Section 4 hereof. (iii) A final approving opinion of Bryant, Miller & Olive, P.A., Bond Counsel to the City, addressed to the City, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix E. (iv) A letter of Bryant, Miller & Olive, P.A., addressed to the Underwriter, and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8(f)(iii) hereof may be relied upon by the Underwriter and the Insurer to the same extent as if such opinion were addressed to the Underwriter and the Insurer. (v) A supplemental opmlOn of Bryant, Miller & Olive, P.A., addressed to the City and the Underwriter, and dated the date of Closing, to the effect that (A) the information set forth in the Official Statement under the headings, "INTRODUCTION," "SECURITY AND SOURCES OF PAYMENT FOR THE 11 Q:\03177\F.3 December 17, 1996 SERIES 1997 BONDS," "THE SERIES 1997 BONDS," "TAX EXEMPTION," "CONTINUING DISCLOSURE," and in APPENDICES D, E and F (other than the financial, statistical and/or demographic information and information concerning the City, the Insurer and the Policy included therein as to which no opinion need be expressed), insofar as such information purports to be descriptions or summaries of the Act, the Resolution, the Series 1997 Bonds, or the laws referred to therein, constitute accurate and fair statements or summaries of the matters set forth or the documents referred to therein, and the information under the heading "TAX EXEMPTION" and in APPENDIX E is correct; and (B) the Series 1997 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. (vi) An opinion of Foley & Lardner, Attorneys to the City, addressed to the City, the Insurer and the Underwriter, and dated the date of the Closing, in such form and substance acceptable to the Underwriter and Counsel to the Underwriter. (vii) A certificate, which shall be true and correct at the time of Closing, signed by the Mayor and the City Manager of the City or such other officials satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the best of their knowledge and belief (A) the representations and covenants of the City contained herein are true and correct in all material respects and are complied with as of the time of Closing, and (B) the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to the Insurer or the Policy). (viii) An opinion of Nabors, Giblin & Nickerson, P.A., Counsel to the Underwriter, addressed to the Underwriter, and dated the date of Closing, substantially to the effect that, with respect to the information in the Official Statement and based upon said firm's participation in the preparation of the Official Statement as counsel to the Underwriter and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, said firm has no reason to believe that the Official Statement (except for the financial and statistical data contained therein, the information therein relating to the Insurer 12 Q:\03177\F.3 December 1 i, 1996 or the Policy, and Appendices A, B, C, E, F and G thereto, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which 1hey were made, not misleading. (ix) A certificate of an authorized representative of First Union National Bank of Florida, Jacksonville, Florida (the "Bank"), as Registrar, Paying Agent and Escrow Agent to the effect that (A) the Bank is a national bank du1y organized, validly existing and in good standing under the laws of the United States of America and is du1y 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 resu1t 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, ru1ing or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution. (x) A copy of the Combined Water and Wastewater Fund Financial Statements for the Fiscal year ended September 30, 1996, together with the audit opinion of McDermit, Davis, Lauteria & Company, P.A., independent accountants. (xi) The Policy and Surety Bonds issued by the Insurer. (xii) A letter from McDermit, Davis, Lauteria & 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; (xiii) A certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriter, concerning the Insurer, the Policy, and the information relating to the Insurer and the Policy contained in the Official Statement, 13 Q:\03177\F.3 Dc<:embcr 17, 1996 in form and substance satisfactory to Bond Counsel, the Underwriter and counsel to the Underwriter. (xiv) A certificate of the City Manager deeming the Preliminary Official Statement "final" as of its date for purposes of Rule 15c2-12; (xv) A letter of Standard & Poor's Ratings Group to the effect that the Series 1997 Bonds have been assigned a rating no less favorable than "AAA," a letter of Moody's Investors Service to the effect that the Series 1997 Bonds have been assigned a rating no less favorable than "Aaa," and a letter of Fitch Investors Service, L.P. to the effect that the Series 1997 Bonds have been assigned a rating no less favorable than "AAA," all of which such ratings shall be in effect as of the date of Closing; (xvi) A certificate of Professional Engineering Consultants, Inc., Orlando, Florida (the "Engineering Consultants") to the effect that: (A) the Engineering Consultants are a firm of professional consultants, (B) the Engineering Consultants consent to the use of their name in the Official Statement and the inclusion therein of the Engineering Report as Appendix B thereto, (C) the information in the Official Statement, including Appendix B thereto, relating to the Engineering Consultants, the Engineering Report and the System is correct in all material respects and does not omit any material statement, which in their opinion, should be included or referred to therein. (xvii) A certificate of First Union Capital Markets Corp. 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. (xviii) The statement of an independent certified public accountant required pursuant to Section 5.02 of the Resolution. 14 Q:\03 177\F.3 December 17,1996 (xix) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 1997 Bonds contained in this Bond Purchase Contract and the Underwriter do not waive such inability in writing, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 1997 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the Underwriter and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 9 hereof shall continue in full force and effect. 9. Expenses. The Underwriter shall be under no obligation to pay, and the City shall pay, any expense incident to the performance of the City's obligations hereunder including, but not limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of preparation and printing of the Series 1997 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; (f) fees for bond ratings; (g) the fees and expenses of the Registrar, the Paying Agent, the Engineering Consultants and of their respective counsel; and (h) the costs of preparing, printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriter shall pay: ( a) the cost of preparing, printing and delivery of this Bond Purchase Contract; (b) the cost of all "blue sky" and legal investment memoranda andtrelated filing fees; (c) the fees and expenses of counsel to the Underwriter; (d) all advertising expenses; and (e) all other expenses incurred by them or any of them in connection with the public offering of the Series 1997 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. 15 Q:\03177\F.3 December 17,1996 10. Notices. Any notice or other communication to be given to you under this Bond Purchase Contract may be given by mailing the same to City of Ocoee, Florida, 150 North Lakeshore Drive, Ocoee, Florida, to the attention of the City Manager, and any such notice or other communication to be given to the Underwriter may be mailed to William R. Hough & Co., 100 Rialto Place, Suite 731, Melbourne, Florida 32901, to the attention of Mr. John White. 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the City and the Underwriter and no other party or person shall acquire or have any right hereunder or by virtue hereof. All your representations and agreements in this Bond Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Series 1997 Bonds. 12. Waiver. Notwithstanding any prOVISIOn herein to the contrary, the performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter, in their sole discretion, and the approval of the Underwriter when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer or officers of the Underwriter and delivered to you. 13. No Liability. Neither the City Commission, nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriter with any liability, or held liable to the Underwriter under any term or provision of this Bond Purchase Contract because of its execution or attempted execution, or because of any breach or attempted or alleged breach thereof. [REMAINDER OF PAGE INTENTIONALL Y LEFT BLANK] 16 Q:\031771J!.3 December 17. 1996 EXHIBIT A TERMS OF SERIES 1997 BONDS MATURITY SCHEDULE Maturity Principal Price or (October 1) Amount Interest Rate Yield 10/1/97 $120,000.00 3.6000 3.6000 10/1/98 165,000.00 3.9000 3.9000 10/1/99 170,000.00 4.1000 4.1000 10/1/00 175,000.00 4.2000 4.2500 10/1/01 185,000.00 4.4000 4.4500 10/1/02 190,000.00 4.5000 4.6000 10/1/03 200,000.00 4.6000 4.7000 10/1/04 210,000.00 4.7000 4.8000 10/1/05 220,000.00 4.8000 4.9000 10/1/06 230,000.00 4.9000 5.0000 10/1/07 240,000.00 5.0000 5.1000 10/1/08 255,000.00 5.1000 5.2000 10/1/09 265,000.00 5.2000 5.3000 10/1/10 280,000.00 5.2000 5.4000 10/1/16 2,025,000.00 5.3750 97.3240 10/1/26 5.220.000.00 5.6250 98.9210 $10,150.000.00 A-I Q:\03177\F.3 December 17,1996 Optional Redemption The Series 1997 Bonds maturing on or prior to October 1, 2006 are not subject to redemption prior to their respective maturities. The Series 1997 Bonds maturing on or after October 1, 2007 are subject to redemption prior to maturity at the option of the City, in whole at any time or in part on any interest payment date in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available moneys at a redemption price (expressed as a percentage of the principal amount) as set forth in the following table, plus accrued interest to the redemption date. Period During Which Redeemed (Both dates inclusive) Redemption Price October 1, 2006 through September 30, 2007 October 1, 2007 through September 30, 2008 October 1,2008 and thereafter 102% 101 100 Mandatory Redemption The Series 1997 Bonds which mature on October 1,2016 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, 2011, and on each October 1 thereafter, in the following principal amounts in the years specified: Principal ~ Amount 2011 $295,000 2012 310,000 2013 325,000 2014 345,000 2015 365,000 2016* 385,000 * Maturity A-2 Q:\03177\F.3 December 17, 1996 The Series 1997 Bonds which mature on October 1, 2026 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, 2017, and on each October 1 thereafter, in the following principal amounts in the years specified: .wrr 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026* Principal Amount $405,000 425,000 450,000 475,000 500,000 530,000 560,000 590,000 625,000 660,000 * Maturity A-3 Q:\0317N.3 Dccembcr 17, 1996 EXHIBIT B DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT January 1, 1996 Mayor and Members of the City Commission City of Ocoee, Florida Re: $10,150,000 City ofOcoee, Florida Water and Sewer System Improvement Revenue Bonds, Series 1997 Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of$10,150,000 in aggregate amount of its Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Series 1997 Bonds"), William R Hough & Co. (the "Underwriter") is underwriting a public offering of the Series 1997 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 1997 Bonds, as follows: ( a) The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the purchase and re-offering of the Series 1997 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 1997 Bonds. ( c ) The undeIWriting spread, the difference between the price at which the Series 1997 Bonds will be initially offered to the public by the Underwriter and the price to be paid to the City for the Series 1997 Bonds, exclusive of accrued interest, will be $8.59 per $1,000 of Series 1997 Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriter will charge a management fee of $0.75 per $1,000 of Series 1997 Bonds issued. B-1 Q:\0317N.3 December 17. 1996 (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Series 1997 Bonds to any person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386, Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in paragraph (a) above. (f) The name and address of the Underwriter are: William R. Hough & Co. 100 Rialto Place, Suite 731 Melbourne, Florida 32901 The purpose of the following paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby, as follows: (a) The City is proposing to issue $10,150,000 of the Series 1997 Bonds for the principal purposes of providing sufficient monies to (1) finance a portion of the cost of acquiring and constructing certain additions, extensions and improvements to the Water and Sewer Systems of the City, (2) acquire a surety bond for deposit into the account of the Reserve Fund established for the Series 1997 Bonds, and (3) pay certain costs and expenses relating to the issuance of the Series 1997 Bonds. 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 $10,587,914.06. (b) The source of repayment or security of the Series 1997 Bonds is the Pledged Funds as defined in the Resolution. Authorizing this debt will result in an average of approximately $691,263.80 of such Pledged Funds not being available to finance other services of the City each year for approximately 30 years. The foregoing is provided for information pwposes only and shall not affect or control the actual terms and conditions of the Series 1997 Bonds. Very truly yours, WILLIAM R. HOUGH & CO Title: Vice President B-2 Q:\03177\F.3 December 17, 1996 SCHEDULE I UNDERWRITER'S ESTIMATED EXPENSES (per $1,000 of Series 1997 Bonds) Underwriter's Counsel Travel and out-of-pocket Federal FundslDay Loan Dalnet/Dalcomp, DTC/CUSIP CUSIP/MSRB $1.75 0.48 0.04 0.08 Total $2.27 B-3 Q:\031 fTIF.3 December 17. 1996 14. Governing Law. This Bond Purchase Contract, and the terms and conditions herein, shall constitute the full and complete agreement between the City and the Underwriter with respect to the purchase and sale of the Series 1997 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. CITY OF OCOEE, FLORIDA By: :j'M!l~y~ S. Scott Vandergrift, Mayor Executed on: ~~~ ll, 19~ Attest: (SEAL) FOR USE AND RELIANCE ONLY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this 17 day of j) Jl-CJ1.-rw k.v , 19 ~ ~ APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON ~k 17,19'1(, UNDER AGENDA ITEM NO.m- . r. Foley & Lardner By: j~~. ~i' ~s st . City Attorney 17 Q:\03177\F.3 December 17,1996