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HomeMy WebLinkAboutResolution 91-08 RESOLUTION NO. 91-08 . A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $2,580,000 CITY OF OCOEE, FLORIDA, CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1991; AWARDING THE SALE THEREOF TO WILLIAM R. HOUGH & CO., SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CONTRACT; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; AUTHORIZING THE ISSUANCE OF SUCH BONDS; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Ocoee, Florida (the "Issuer"), has by Resolution NO. 91-07, adopted on April 16, 1991, (the "Resolution"), authorized the issuance of not to exceed $2,600,000 City of Ocoee, Florida, Capital Improvement Revenue Bonds, Series 1991, to finance the acquisition, construction, expansion, renovation, installation and equipping of the City of Ocoee's city hall and police station (the "Project"); 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 $2,580,000 principal amount of City of Ocoee, Florida, Capital Improvement Revenue Bonds, Series 1991 (the "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 Bonds at a negotiated sale; and . . WHEREAS, the Issuer has received an offer from the Underwriter to purchase the Bonds, subject to the terms and conditions set forth in the Contract of Purchase, 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 to authorize distribution of an Official Statement in connection with the issuance of the 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 as an exhibit to the Purchase Contract; and WHEREAS, all capitalized undefined terms used herein shall have the meaning set forth in Resolution 91-07; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: SECTION 1. The Bonds are hereby sold to William R. Hough & Co., upon the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit A and incorporated by reference. The Mayor and the City Clerk of the Issuer are hereby authorized to execute such Purchase Contract in substantially the form attached as Exhibit A, with such additional changes, insertions and omissions therein as do not change the substance thereof and as may be approved by the said officers of the Issuer executing the same and the City Attorney, such execution to be conclusive evidence of all such approvals. 2 . . - I SECTION 2. The Bonds shall be dated April 1, 1991, shall bear interest at the rates, shall be in such denomination, shall mature in the years and amounts, and shall be subject to redemption, as set forth in the Exhibits to the Purchase Contract. SECTION 3. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Mayor and attested by the city Clerk of the Issuer in substantially the form set forth in the Resolution, with such additional changes and insertions therein as conform to the provisions of the Purchase Contract, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 4. The distribution by the Underwriter of a Preliminary Official Statement of the Issuer relating to the Bonds is hereby approved, confirmed and ratified, and a final Official Statement of the Issuer relating to the Bonds is hereby approved in substantially the form of the Preliminary Official Statement attached as an Exhibit to the Purchase Contract. The Official Statement will be executed by appropriate officers of the Issuer, such execution to be conclusive evidence of approval of the Official Statement in its final form. SECTION 5. The Reserve Fund Requirement for the Bond shall be $249,945. SECTION 6. 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, 3 . . supplemented and amended hereby shall remain in full force and effect. SECTION 7. The Mayor and the City Clerk, 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 Bonds and any such representation made therein 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 Bonds is hereby approved, confirmed and ratified. SECTION 8. In accordance with the Code, the Issuer represents and covenants that it is a governmental unit with taxing powers; that the Bonds are not private activity bonds as defined in section 141(a) of the Code; that 95% or more of the net proceeds of the Bonds (i.e., the face amount of the Bonds), are to be used for the local governmental acti vi ties of the Issuer and that the aggregate face amount of all obligations of the Issuer (including all subordinate entities of the Issuer and entities, if any, which issue bonds on behalf of the Issuer), the interest on which is not includable in federal gross income (other than private activity bonds as defined in section 142(a) of the Code), issued during the calendar year 1991 will not exceed $5,000,000. SECTION 9. This Resolution has been adopted pursuant to an advertised public hearing held on March 5, 1991 in accordance with 4 . . and pursuant to the provisions of the Charter of the City of Ocoee. SECTION 10. This Resolution shall be in full force and effect immediately upon its adoption and approval in the manner provided by law. PASSED AND ADOPTED IN PUBLIC SESSION of the City Commission of the City of Ocoee, Florida, this \~ tiu day of April A.D., 1991. APPROVED this J ltJ t:L day of ~ , A. D. , 1991, at q: (:) 5 o'clock p.m. 'rr)~.A ~ /Li"" ) ~ JJ A oo~ Acting City Clerk . , : FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA, APPROVED hS TO FORM hfY'J rEGALITY THIS Jhfb DAY OF , 1991. APPROVED BY THE OCOEE 'CITY COMMISSION AT A MEETING HELD ON April 16 , 1991 UNDER AGENDA ITEM NO. VI A 2 FOLEY ~!J~R /J / J ~ By: ffJ I~ City Attorney 5 Exhibit A April 16, 1991 . $2,580,000 CITY OF OCOEE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS SERIES 1991 CONTRACT OF PURCHASE Honorable Mayor and Commissioners City of Ocoee 150 Lakeshore Drive Ocoeet Florida 34761 Gentlemen: . Will iam R. Hough & Co. (the "Underwriter") hereby offers to enter into this Contract of Purchase ("Contract of Purchase") with the City of Ocoeet Florida (the "City") for its $2t580,000 City of Ocoeet Florida Capital Improvement Revenue Bonds, Series 1991, to be dated as of April 1, 1991 (the "Bonds"). This offer is made subject to acceptance by the City prior to 11:59 p.m., New York City time on the date hereof, and upon such acceptance this Contract of Purchase sha 11 be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. 1. Upon the terms and conditions and upon the basis of the representations herein set forth, the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the Bonds at an aggregate purchase price of $2,543,493 (such amount representing the aggregate principal amount of the Bonds of $2t580,000 less an underwriter's discount of 1. 415% of the pri nc i pa 1 amount of the Bonds) plus accrued interest from April 1, 1991 to the Date of Closing referred to in Section 6 hereof. The Bonds shall be as described in, and shall be issued under the authority of and in full compliance with, the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, Resolution No. 91-07 of the City adopted on April 16,1991, as amended and supplemented (the "Resolution"), authorizing issuance of the Bonds with only such changes therein as shall be agreed upon between us. The Bonds shal'l mature at the time and in the amount and bear interest at the rates set forth in Schedule I hereto and sha 11 be redeel11ab 1 e as set forth in Schedul e II hereto . All capitalized words and phrases used herein, unless otherwise noted, shall have the meaning given to them in the Resolution. The Underwriter agrees to make a public or private offering of the Bonds at the initial offering prices set forth in the Official Statement (as described below) relating to the Bonds; provided, however, that 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 Bonds. . . 2. The Underwri ter herewi th del i vers a check payabl e to the order of the City in the amount of one percent (1%) of the principal amount of the Bonds to be held uncashed as securi ty for the performance by the Underwri ter of its obligations to accept and pay for the Bonds at the Closing in accordance with the provisions of this Contract of Purchase. If the City does not accept this offer, or upon the City's failure to deliver the Bonds at Closing, or if the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Contract of Purchase (unless waived by the Underwriter), or if such obligations shall be terminated for any reason permitted by this Contract of Purchaset or otherwise at the Closing, you shall immediately return said check. If the Underwriter fails (other than for a reason permitted under this Contract of Purchase) to accept and pay for the Bonds at the Closing, the check may be cashed and the proceeds thereof shall be 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 thereupon all your claims and rights under this Contract of Purchase against the Underwriter shall be fully released and discharged. You and the Underwriter understand that in such event your actual damages may be greater or may be less than such sum. Accordingly, the City hereby waives any right it may have to additional damages from the Underwriter. Upon delivery of the Bonds by the City at Closing and payment by the Underwriter for such Bonds, as set forth here in, sa i d check shall be returned to the Underwriters uncashed at Closing. 3. The Underwriter's purchase and acceptance of delivery of the entire $2,580,000 aggregate principal amount of the Bonds shall be a condition to the City's obligation to sell and deliver any Bonds to the Underwriter. 4. With your acceptance hereof, you will deliver to the Underwriter withi n seven bus i ness days after acceptance hereof, two copi es of (a) the Official Statement (which term as used herein shall include the cover page, the summary statement and appendi ces contained therei n), dated the date hereof substantially in the form of Schedule III hereto {the "Official Statement")t executed on your behalf as indicated thereint and (b) the Resolution, certified by the Clerk of the City. In addition, as promptly as practicable after the date hereof, the City shall deliver to the Underwriter 250 copies of the Official Statement and shall furnish as many additional copies as may be mutually agreeable and are reasonably necessary to enable the Underwriter to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule") and to fulfill its duties and responsibilities under the federal securities laws generally. The Official Statement shall be delivered to the Underwriter in final, printed form within seven business days after the date hereof. The Underwriter agrees to file the Official Statement with a Nationally Recognized Municipal Securities Information Repository ("NRMSIR") which has been so designated by the Securities and Exchange Commission pursuant to Rule 15c2-12 not later than two business days after the Closing, and will furnish the name and address of the NRMSIR to the City upon request. The fil ing of the Official Statement with the NRMSIR shall be in accordance with the terms and conditions appl icable to such NRMSIR. The City hereby agrees and covenants to furnish 2 . ongoing reports and information to the Underwriter as are or may become customary in the industry for municipal obligations similar to the Bonds, and specifically to furnish to the underwriter annually a copy of the City's audited financial statements when such becomes avail abl e. The City further hereby agrees and covenants to furn ish to the Underwriter such other i nformat i on as becomes available from time to time as would have been included in the Official Statement had the information been known at the time of the preparation thereof which information shall include data concerning any material adverse change in its business, properties or financial condition occurring either (i) before the Date of Closing or (ii) for the period thereafter during which the Underwriter is obligated to deliver a copy of the Official Statement in accordance with the Rule. The City authorizes the use and distribution of the Official Statement in connection with the public offering and sale of the Bonds. The City hereby ratifies and approves the use of the Preliminary Official Statement (the "Prel iminary Official Statement") by the Underwriter and confirms that the Preliminary Official Statement was deemed final within the meaning of the Rule except for certain permitted omissions. The Underwriter agrees that it will not confirm the sale of Bonds unless a final written confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. 5. The City hereby represents and agrees as follows: (a) The City is and will be at the Date of Closing duly organized and validly existing as a municipal corporation under the laws of the State of Flori da wi th the powers and authority set forth in the Flori da Statutes t including particularly Chapter 166 and the Charter of the City, and any other applicable laws (collectively, the "Act"); (b) The City has full legal right, power and authority to: (i) enter into this Contract of Purchase, (ii) adopt the Resolution, (iii) sell, issue and deliver the bonds to the Underwriter as provided herein, and (iv) carry out and consummate the transactions contemplated by this Contract of Purchase, the Resolution and the Official Statement. The City has complied, and at the Closing will be in compliance with the terms of the Act and with the obligations it has undertaken in connection with the issuance of the Bonds contained in the Resolution, the Bonds, and this Contract of Purchase; . (c) By all necessary official action, the City has duly adopted the Resolution, has duly authorized and approved the Preliminary Official Statement and the Official Statement, has duly authorized and approved the execution and delivery of this Contract of Purchase and the performance by the City of its obligations in connection with the issuance of the Bonds contained in the Resolution and this Contract of Purchase, and the consummation by it of all other transactions contemplated by this Contract of Purchase in connection with the issuance of the Bonds; the Resolution constitutes a legalt valid and binding special obligation of the CitYt 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 (regardless of whether enforcement is sought in a proceeding in equity or at law); and the Bonds, when issued, authenticated and delivered to the 3 . . Underwriter in accordance with the Resolution and this Contract of Purchase, will constitute legal, valid and binding special obligations of the CitYt enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) The City is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State of Florida (the "State") or the United States or any applicable judgment or decreet or any loan agreement, indenture, bond, note, or material resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject and no event has occurred and is continuing which with the passage of time or the giving of notice or both, woul d constitute a defaul t or event of defaul t under any such constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, or material resolution, agreement or other material instrument; and the execution and delivery of the Bonds, this Contract of Purchase, the adoption of the Resolution and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture bond, note, resolution, or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subjectt nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution; (e) All required authorizations, approvals, licenses, permits, consents and orders of any governmental authoritYt legislative body, boardt agency or commission (which has jurisdiction over such matter) have been duly obtained which are necessary for the due authorization or which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the issuance of the Bonds, its obligations under this Contract of Purchaset and its obligations under the Resolution, except for such approvals, consents and orders as may be requ i red under the Bl ue Sky or securi ties 1 aws of any state in connection with offering and sale of the Bonds; (f) The descri pt ions of the Bonds and the Reso 1 ut ion in the Official Statement conform in all material respects to the Bonds and the Resolution; (g) The Bonds, when issued, executed and delivered in accordance with the Resolution and sold to the Underwriter as provided herein, will be validly issued and outstanding special obligations of the City, entitled to the benefits of the Resolution, and upon such issuance, execution and delivery the Resolution will provide for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Pledged Funds; 4 . . (h) As of the date hereoft there is no action, suitt proceeding, inquiry or investigationt at law or in equity, before or by any courtt government agency, public board or body pending or, to the best knowledge of the officials of the City executing this Contract of Purchase, threatened, against the CitYt affecting or seeking to prohibitt restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of the Revenues or the pledge of and lien thereon pursuant to the Resolution, or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds or contesting the exclusion of interest on the Bonds for Federal income tax purposes, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the authority of the City for the issuance of the Bonds, adoption of the Resolution, or the execution and delivery by the City of this Contract of Purchase; (i) 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 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other juri sdi ct ions of the United States as the Underwriter may designatet and (ii) determine the eligibility of the 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 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 bus i ness in connect i on wi th any such qual ifi cat i on or determi nat ion in any jurisdiction; (j) As of the date hereof, the information contained in the Preliminary Official Statement and the Official Statement under the headings "Purpose of the Bonds", Description of Certain Sources of Non-ad Valorem Revenues"t and" The Project" did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (k) If the Official Statement is supplemented or amended pursuant to Subsection (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subsection> at all times subsequent thereto up to and including the Date of Closing referred to in Section 6 hereof, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact necessary to make tnp statements therein, in the 1 ight of the circumstances under which they were made, not misleading; (l) If between the date of this Contract of Purchase and the Date of Closing referred to in Section 6 hereof, any event shall occur which might or would cause the Official Statement, as then supplemented or amendedt 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 1 ight 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 City, such event requires the 5 . . preparat i on and pub 1 i cat i on of a supplement or amendment to the Offi cia 1 Statementt the City will at its expense supplement or amend the Official Statementt in a form and in a manner approved by the City and the Underwriter, and will supply such amended and/or supplemented copies of the Official Statement to the Underwriter for distribution. 6. At 10:00 a.m., New York City Time on April 30t 1991, or at such other time or on such earlier or later date upon which we agree, the City will deliver or cause to be delivered to us, at a place upon which we agree, the Bonds in definitive form (all the Bonds to be either lithographed on steel engraved borders or, at the election of the Underwriter, to be typewritten on safety paper, and in either case to bear proper CUSIP numbers) duly executed and authenticated in accordance with the Resolution and shall further deliver at such place the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof, in Federal funds to the order of the City. This delivery and payment is herein called the "Closing" and the date of such delivery and payment is herein called the "Date of Closing". The Bonds will be made available at least one business day before the Date of Closing at a location to be agreed upon by us. The Bonds to be delivered at Closing shall be prepared and delivered only in fully registrable form. 7. The Underwriter has entered into this Contract of Purchase in reliance upon the representations of the City contained hereint and in reliance upon the representations to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its respective obligations hereunder and thereunder, both as of the date hereof and as of the Date of Closing. Accordingly, the Underwriter's obligations under this Contract of Purchase to purchase, to accept delivery of and to pay for the Bonds are conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closingt and are also subject to the following additional conditions: (a) The representations of the City contained herein shall be true, comp 1 ete and correct on the date hereof and on and as of the Date of Closing, as if made on the Date of Closing; (b) At the time of the Closing, the Resolution shall be in full force and effect in accordance with their terms and shall not have been amended, modified or supplemented except as mutually agreed since the date of this Contract of Pu~chase and the Official Statement shall not have been supplemented or amended, except in each such case as may have been agreed to by the Underwriter; (c) At the time of the Closing, all required official action of the City relating to this Contract of Purchase, the Bonds, and the City's approval of the Official Statement shall have been taken and shall be in full force and effect and such documents sha 11 not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriter; (d) At or prior to the Closingt the Underwriter shall have received 6 . . ~ copies of each of the following documents: (I) The Official Statement and each supplement or amendment, if anYt thereto executed on behalf of the City by the Mayor; (2) The Resolution, certified by the Clerk under the seal as having been duly adopted or enacted by the City Commission and as being in effect, with such supplements or amendments as may have been agreed to by the Underwriter; (3) An opinion, dated the Date of Closing and addressed to the CitYt of Foley & Lardner, Bond Counsel to the CitYt in the form as attached to the Official Statement together with a letter of such counselt dated the Date of Closing and addressed to the Underwriter to the effect that the foregoing opiniont addressed to the City may be re 1 i ed upon by the Underwri ter to the same extent as if such opinion were addressed to the Underwriter; (4) An opinion, dated the Date of Closing and addressed to the Underwriter, of Foley & Lardner, Bond Counsel to the City, to the effect that (i) this Contract of Purchase has been duly authorizedt executed and delivered by the City and, assuming due authorization and execution by the Underwriter, constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms subject to appl icable bankruptcy, insolvency and similar laws affecting creditor's rights generally and subject, as to enforceability, to general principles of equity (regardl ess of whether enforcement is sought in a proceedi ng in equity or at law) and no other authorization is required; and (ii) stating that the statements contained in the Official Statement under the captions "Description of the Bonds," "Security for the Bonds," "Tax Exemption" are correct in all material respects and do not omit any statement which, in their opinion, should be included or referred to therein in order to make the statements contained therein not misleading; (S) An opinion, dated the Date of Closing and addressed to the Underwriter of Foley & Lardner, Attorneys for the City, to the effect that (i) this Contract of Purchase has been duly authorized, executed and delivered by the City and constitutes a binding agreement of the City enforceabl e in accordance wi th its terms except to the extent that the enforceabil ity of the rights and remedies set forth herein may be limited by bankY'uptcy, insolvency or other laws affecting creditors' rights generally; (ii) the City has duly authorized, executed and delivered the Official Statement; (i i i) the i nformat i on under the capt ions "Lit i gat ion" and "Disclosure Required by Florida Blue Sky Regulations" is correct in all material respects and does not omit any statement which in their opinion should be included or referred to therein in order to make the statements contained therein not misleading and, in addition, such counsel shall state that, based upon their participation in the preparation of the Official Statement as the Attorneys for the City ; .j \ 7 . and without having undertaken to determine independently the accuracYt completeness or fairness of the statements contained in the Official Statement {except to the extent expressly set forth in this subparagraph {iii)t as of the Date of Closing nothing has come to their attention causing them to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were madet not misleading (except for the financial and statistical information contained in the Official Statement, and except for the information under the caption "Tax Exemption", as to all of which no view need be expressed) or (B) the Official Statement (as supplemented or amended pursuant to subsection (m) of Section 5 hereof, if applicable) as of the Date of Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid); (iv) the City is not in material breach of or material default under any applicable constitutional provision, law, administrative regulation, judgmentt decree, loan agreement, indenturet bond, note, resolution, agreement or other instrument to which the City is a party or to which the Ci ty or any of its property or assets is subject, nor wi 11 the execution, delivery, adoptiont enactmentt or compliance with any of the documents re 1 at i ng to the Bonds result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as expressly provided by the Bonds and the Resolution; (v) at all relevant times the City had the right and power to adopt the Resolution; the Resolution has been duly and lawfully adopted by the City; the Resolution is in full force and effectt and the Resolution constitutes the 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 (regardless of whether enforcement is sought in a proceeding in equity or at law), and no other authorization is required; (vi) the Bonds are valid and binding special obligations of the City, enforceable in accordance with their terms and the terms of the Resolution, subject to applicable bankruptcy, insolvency and similar laws affecting cfPditors' rights generally and subject, as to enforceability, to Y0itt'y'al principles of equ'ity (regaY'dless of whether enforcement is sought in a proceeding in equity or at law) and are entitled to the benefits of the Resolution; and (vii) all authorizations, consentst approvals and reviews of governmental bodies or regulatory authorities then required for the City's adoptiont enactment, execution and performance of and under the Bonds, the Resolutiont and this Contract of Purchase have been obtained or effected and, to the best of their knowledge, they have no reason to believe that the City will be unable to obtain or effect any such additional . 8 authorization, consent, approval or review that may be required in the future for performance of any of them by the City; and , in addition, they shall give their opinion to the effect set forth under the caption "Litigation" in the Official Statement. . (6) A certificatet dated the Date of Closing, signed by the Mayor and the City Clerk, or other appropriate officials satisfactory to the Underwriter to the effect that, to the best of their knowledge; (i) the representations of the City herein are true and correct in all material respects as of the Date of Closing; (ii) the City has performed all obligations to be performed hereunder as of the Date of Closing; (iii) no litigation is pending or, to the best of their knowledge threatened (A) to restrain or enjoin the issuance or delivery of any of the Bonds, (B) in any way contesting or affecting any authori ty for the issuance of the Bonds or the validity of the Bonds, the Resolution, or this Contract of Purchase, (C) in any way contesting the corporate existence or powers of the City, (D) to restrain or enjoin the collection of the Revenues, (E) which may result in any material adverse change in the businesst properties, assets or the financial condition of the City, or (F) asserting that the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading but, in lieu of such certificate, the Underwriter may in its sole discretion accept an opinion of counsel, acceptable to the Underwriter in form and substance, that in the opinion of counsel t the issues raised in any such pending or threatened litigation are without substance or that the contentions of any plaintiffs therein are without merit); (iv) since September 30, 1990 no material adverse change has occurred in the financial position and results of operations of the City except as set forth in or contemplated by the Official Statement; (v) the City has nott since September 30, 1990 incurred any material liabilities other than in the ordi nary course of bus i ness or as set forth in or contemplated by the Official Statement; and (vi) 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 therei n, in light of the circumstances in which they were made, not misleading. (7) A certificate, dated the Date of Closing, signed by the Mayor, City Manager, and the City Clerk, to the effect that, to the best of their knowledge the information set forth under the captions "Introduction," "Security for the Bonds," "The Project," "Litigation," Appendix A in the Official Statement (including any statistical information), does not contain any untrue statement of a materi a 1 factor omit any materi a 1 fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. . 9 . (8) A Certificate, dated the Date of Closing, signed by the Finance Director and the City Manager to the effect that no material adverse change has occurred in the financial position and results of operations of the City since September 30t 1990 and that the data concerning the Pledged Funds contained in the Official Statement and the information contained in the section entitled "Security for the Bonds" is accurate in all material respects; (9) A letter, dated March 25, 1991 addressed to the Underwriter from McDermit, Davis, Lauteria & Company, P.A. consenting to the use of their opinion on the City's audited financial statements in the Official Statement to the references therein; (10) 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 Closing, of the City's representations contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or pri or to the Date of Cl os i ng of all the agreements then to be performed and conditions then to be satisfied by it. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Contract of Purchase shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. The opinion of Foley & Lardner which is referred to in Clause (3) of Subsection (d) of this Section shall be deemed satisfactory provided it is substantially in the form included in the Official Statement as Appendix D. If the City should be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Contract of Purchase, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase, sha 11 termi nate and neither the Underwriter nor the City shall be under any further obligation hereundert except that: (i) the proceeds of the Good Faith Check referred to in Section 2 hereof shall immediately be returned to the Underwriter by the City; and (ii) the respective obligations of the City and the Unden'lriter set forth in Section 10 hereof shall continue in full force and effect. 8. The Underwriter shall have the right to terminate its obligations under this Contract of Purchase to purchase, to accept delivery of, and to pay for, the Bonds by notifying the City of its election to do so if, after the execution hereof prior to the Closing, if the marketability of the Bonds or the market price thereof in the reasonable opinion of the Underwritert has been materially adversely affected by (i) an amendment to the Constitution of the . United States or by any legislation (A) enacted by the United States, (B) recommended to the Congress for passage by the President of the United States, or (C) favorably reported for passage to either House of Congress by any committee of such House to which such legislation has been referred for 10 . . consideration, or introduced by any member or committee of the Congresst or by any decision of any court of the United States or by any ruling or regulation (fi na 1 t temporary or proposed) on behalf of the Treasury Department of the Un i ted Statest the Internal Revenue Service or any other authority of the United States affecting the federal tax status of the City, its property or income or the interest of its Bonds (including the Bonds); (ii) an outbreak of war or a national emergency or an escalation occurs with respect to hostilities in which the United States is currently engaged; (iii) there shall have occurred a declaration of a general banking moratorium by any authority of the United States or the states of New York or Florida; or (iv) an event described in Subsection (m) of Section 5 hereof shall have occurred which in the opinion of the Underwriter requires the preparation and publ ication of a supplement or amendment to the Official Statement. 9. 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: (i) the cost of preparation, printing and delivery of the Preliminary Official Statement and the Official Statement, and any supplement and amendments thereto; (i i) the cost of preparation and printing or typewriting of the Bonds; (iii) the fees and disbursements of Foley & Lardner, Bond Counsel and Attorneys for the City; (iv) any fees due rate consultants, engineers and financial advisors; and (v) the fees and disbursements of McDermit, Davis, Lauteria & Company, P.A. for their services as independent certified public accountants for the City. The Underwriter shall pay the following issuance expenses: (i) the cost of preparation of this Contract of Purchase; and (ii) all other expenses incurred by it in connection with the public offering of the Bonds. The Underwriter has provided to the City the disclosure letter pursuant to Section 218.385 (4), Florida Statutes, which is attached hereto as Schedule V. 10. Any notice or other communications to be given to the City under this Contract of Purchase may be given by delivering the same in writing signed by an officer of William R. Hough & Co. at your address set forth above and any such notice or other communications to be given to the Underwriter may be given by delivering the same in writing to William R. Hough & Co., 100 Second Avenue southt Suite 800, St. Petersburg, Florida, 33701. 11. This Contract of Purchase is made solely for the benefit of the City and the Underwriter and no other person~ partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. All representations and agreements of the City in this Contract of Purchase shall remain operative and in full force and effect regardless of any investigation made by on or behalf of the Underwri ter' and shall survr ve the deli very of and payment for the Bonds. 12. Notwithstanding any provision herein to the contrarYt 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 its sole discretion, and the approval of the Underwriter when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer 11 . . or officers of the Underwriter and delivered to you. 13. The approval of the underwriter when required hereunder or the determination of its satisfaction with any document referred to herein shall be in writing signed by a Vice President of William R. Hough & Co. and delivered to you; otherwise, such approval shall be deemed given if the Underwriter accepts delivery of and pays the purchase price for the Bonds at Closing. This Contract of Purchase shall become 1 ega lly effect i ve upon its acceptance by you, as evidenced by the signature of the Mayor, the City Clerk, and the City Attorney in the spaces provided therefor below. WILLIAM R. HOUGH & CO. CITY OF OCOEEt FLORIDA By: Lester Dabbs, Jr., Mayor Attest: City Clerk APPROVED AS TO FORM AND LEGALITY FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE: City Attorney 12 T If - <: J SCHEDULE I ~ ~ e t , t City of Ocoee, Florida Capital I.provelent Revenue Bonds, Series 1q91 Debt Service Schedule Debt Service Fro. 04/01/91 Date Principal Rate Interest Annual DIS 10/01/91 90,875.00 90,875.00 10/01/92 65,000 5.400 181,750.00 246,750.00 10/01193 70,000 5.700 178,240.00 248,240.00 10/01/94 75,000 5.900 174,2:,0.00 249. 2~,O, 00 10/01/95 80.000 6.100 16q,825.00 249,825.00 10/01/96 85~OOO 6.300 164,945.00 249,945.00 10/01/97 90,000 6.400 159,590.00 249,590.00 10/01/98 95,000 6.500 153,830.00 248,830.00 10/(1199 100,000 6.650 147,6:,5.00 247,655.00 1 Of 0 1 / 00 105,;)00 6.800 141.005.00 246,005.00 10/01/01 11:,,000 6.900 133,865.00 248,865.00 10;01/02 120,000 7.000 12:',930.00 245,930.00 10/01i03 130,000 7.100 117,530100 247.530.00 10/01104 140,000 7.400 108,300.00 248,300.00 lG/Ol/0~, 150~OOO 7.400 97,940.00 247,940,00 1(/01/06 160,000 7.400 86,840.00 246,840.00 10/01/07 170,000 7. :,00 75,000.00 245,000,00 10/01108 18:',000 7.500 62,250.00 247,250.00 10/01109 200,000 7 I ~d)O 48,37~,.OO 248,375.00 10/01/10 215,000 7.500 33,3i~j,i)O 248,375.00 10/01/11 230,000 7.500 17,250.00 247,250.00 TDtai 2,~80,OOO 2,468,620.00 5.048,620.00 v e e ,. , 1 r 1 S e ) V e V t . 13 '. . . SCHEDULE IV William R. HouSh & Co. 100 SECOND AVENUE SOUTH SU ITE 800 ST. PETERSBURG, FLORIDA 33701 (813) 823-8100 April 16t 1991 City Commission City of Ocoee, Florida Re: $2,580,000 City of Ocoee, Florida Capital Improvement Revenue Bonds, Series 1991 Gentlemen: In connection with the proposed issuance by Ocoee, Florida (the "City") of $2,580,000 principal amount of its Capital Improvement Revenue Bonds, Series 1991 {the "Bonds")t William R. Hough & Co. (the "Underwriter") has offered to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds will include a Contract of Purchase between the City and the Underwriter, which will embody the negotiations in respect thereof. The purpose of this letter is to furnish pursuant to the provisions of Section 218.385(4), Florida Statutes, certain information in respect of the arrangements contemplated for the underwriting of the Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwri ter in connection wi th the purchase and reofferi ng of the Bonds are set forth in Exhibit A attached hereto. (b) No person has entered into an understanding with the Underwriter, or to the knowledge of the Underwriter with the City, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or impliedly, to act solely as an intermediary between the City and the Underwriter for the purpose of influencing any transaction in the purchase of the Bonds. (c) The underwriting spread (i .e., the difference between the price at which the Bonds will be initially offered to the public by the Underwriter and the price to be paid to the City for the Bonds, exclusive of accrued interest in both cases) will be 1.415% of the principal amount of the Bonds. (d) The estimated underwriting spread set forth in paragraph (c) above, includes a management fee. No additional management fee will be charged. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Bonds to any person not regularly employed or retained by the Underwriter (including andy "finder" as defined in Section 218.386{I){a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter as set forth in Exhibit A. ~;,"~lOo-':'~' :'..,~........_~.'::""" ~ STATE, COUNTY AND MUNICIPAL BONDS ..,,- ~:~- I. " . . City Commi ss ion City of Ocoee, Florida April 16, 1991 Page 2 (f) The name and address of the Underwriter is: William R. Hough & Co. 100 Second Avenue South Suite 800 St. Petersburg, FL 33701 No other dealer firms were associated for the purpose of underwriting the Bonds. We understand that you do not requi re any further di scl osure from the Underwriter pursuant to Section 218.385(4), Florida Statutes. Very truly yours, WILLIAM R. HOUGH & CO. BY:~~ rVice Presi e EXHIBIT A . $2,580,000 City of Ocoee, Florida Capital Improvement Revenue Bonds, Series 1991 Underwriter's Expenses S per Bond S Amount Clearance $ .50 $1 , 290.00 Federal Funds/Good Faith/Day Loan .30 774.00 Cusip, MSRB, PSA .10 258.00 Dalnet/Dalcomp .70 1,806.00 Expenses/Closing Costs .80 2.064.00 Total $ 2.40 $6,192.00 .