Loading...
HomeMy WebLinkAboutItem #08 Authorizing the Issuance of City of ocoee, Florida Transportation Improvement Refunding Revenue Note, Series 2012 in the principal amount not to be exceeded $15,000,000 ,tpe Cen tex of Good Lev j'" �� ! �_ AGENDA ITEM COVER SHEET Meeting Date: June 5, 2012 Item # 8 Reviewed By: Contact Name: Wanda Horton Department Director: Wanda Horton _ Contact Number: X1520 City Manager: /407144'.. Subject: Authorizing the Issuance of City of Ocoee, Florida Transportation Improvement Refunding Revenue Note, Series 2012 in the principal amount not to exceed $15,000,000. Background Summary: The 1998 Transportation Refunding and Improvement Revenue Bonds were issued to fund roadway projects including Maguire Road and Professional Parkway and to advance refund the city's 1987 Public Improvement Bonds. The principal amount outstanding is $14,605,000 with interest rates ranging from 4.30% to 4.50 %. The bonds mature October 2028. The City issued a Request for Proposal (RFP) for non bank - qualified loan proposals to refund the City's outstanding 1998 Transportation Bonds for possible annual debt service savings. The refunding would exceed $10,000,000 making it ineligible for bank qualified financing. Responses were received from two financial institutions - JP Morgan Chase Bank and SunTrust Bank. The responses are available in Finance for review. Chase bank proposed three financing options; SunTrust proposed two options. Proposed interest rates are from 2.56% to 2.95 %. Finance and the City's Financial Advisor reviewed and compared the proposals to determine the best opportunity for the City. Issue: The terms and conditions of each proposal were analyzed and then compared to one another. Both institutions offer an option to prepay with and without penalty. Both proposals include "Capital Adequacy" covenants; however SunTrust will waive the requirement for an additional five basis points. JP Morgan Chase does not lock interest rates beyond 7 years so we are unable to project what the savings would be for the life of the note. Their proposal provides for the bank to have the option to reset the interest rate every seven years. Their interest rates range from 2.65% to 2.95% with no option to lock in the interest rate for the life of the note. SunTrust offers the ability to save about $136,000 annually or $2,200,000 over the life of the loan. They offer interest rates of 2.61% with a prepayment penalty and 2.81% without prepayment penalty. They are also willing to cap the interest rate at 2.65% and 2.85% with an option to lock in interest rates for four additional basis points. This option expires June 14, 2012. Because of the lower interest rate the City also has the ability to refund the 2002 Transportation Refunding and Improvement Revenue Note that refunded the 1990 Transportation Bonds. The note has an outstanding principal balance of $490,000 maturing October 2015. The note has an outstanding balance of $490,000 with an interest rate of 3.69% and is secured by a pledge of the Public Services Taxes and the Local Option Gas Taxes. SunTrust has agreed to include the refunding of this note in the proposed 2012 financing. This will provide the City with greater flexibility and increased bonding capacity; eliminate the local option gas tax revenues as a security. It will also eliminate SunTrust's additional requirement to include a covenant to budget and appropriate general fund revenues as an additional security pledge. Recommendations Staff recommends the commission approve 1) The resolution authorizing refunding of the 1998 Transportation Refunding and Improvement Revenue Bonds and the 2002 Transportation Refunding and Improvement Revenue Note (not to exceed $15,000,000) with SunTrust Bank utilizing Option 1, with the ability to prepay without penalty and locking in interest rates and eliminating the Capital Adequacy clause This option will provide an estimated annual debt service savings of $136,000 and does not extend the maturity date, and 2) Authorize the Mayor and staff to execute all documents necessary to complete the transaction. Attachments: Authorizing Resolution Financial Impact: Issuance of the Transportation Improvement Refunding Revenue Note, Series The 2012, is estimated to save the city about $2,200,000 in debt service payments over the life of the note. Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading ✓ Public Hearing Resolution Regular Agenda Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. i.g N/A Reviewed by 0 N/A 2 Draft Dated 5/29/2012 RESOLUTION NO. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA; AUTHORIZING THE ISSUANCE OF CITY OF OCOEE, FLORIDA TRANSPORTATION IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2012 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $15,000,000 TO REFUND THE CITY'S TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 1998 AND TRANSPORTATION REFUNDING REVENUE BONDS, SERIES 2002; PROVIDING THAT SUCH NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM PUBLIC SERVICE TAX REVENUES AS THE PLEDGED REVENUES AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF SUCH NOTE AND FOR THE PRIVATE PLACEMENT OF SUCH NOTE WITH SUNTRUST BANK; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; APPROVING THE FORM OF AN ESCROW DEPOSIT AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the Charter of the City of Ocoee (the "Issuer "), the Issuer's home rule powers and other applicable provisions of law. Section 2. Definitions. The following words and phrases shall have the following meanings when used herein including the exhibits attached hereto: "1998 Bonds" means the Issuer's Transportation Refunding and Improvement Revenue Bonds, Series 1998, originally issued in the aggregate principal amount of $19,255,000 and currently outstanding in the aggregate principal amount of $14,605,000. "2002 Bonds" means the Issuer's Transportation Refunding Revenue Bonds, Series 2002, originally issued in the aggregate principal amount of $1,360,000 and currently outstanding in the aggregate principal amount of $490,000. "Additional Debt" is as defined in Section 15(b) hereof. 1 Draft Dated 5/29/2012 "Business Day" means a day on which the Owner and the Issuer are open for business and on which dealings in U.S. dollar deposits are carried on in the London Inter -Bank Market. "City Clerk" means the City Clerk of the Issuer or any Deputy City Clerk. "City Manager" means the duly appointed and acting City Manager of the Issuer, or any duly authorized deputy thereof. "Closing" means June [8], 2012, the date of issuance of the Note, or such other date as determined by the Issuer and the Original Purchaser. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Debt Service Requirement" for any Note Year shall mean the sum of: (1) the amount required to pay the interest becoming due on the Note and any Additional Debt during such Note Year and (2) the amount required to pay the principal of such Note and Additional Debt maturing in such Note Year. "Escrow Deposit Agreement" shall mean the agreement described in Section 10 hereof securing the 1998 Bonds. "Escrow Holder" shall mean U.S. Bank National Association. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30. "Interest Rate" shall be as set forth in the Note. "Issuer" means the City of Ocoee, Florida, a municipal corporation of the State of Florida. "Mayor" means the Mayor of the Issuer or in his or her absence or inability to act, the Vice Mayor of the Issuer or such other person as may be duly authorized by the City Commission to act on its behalf. "Maximum Debt Service Requirement" means, as of a particular date of calculation, the greatest amount of Debt Service Requirement for the then current or any future Note Year. "Note" means the Issuer's Transportation Improvement Refunding Revenue Note, Series 2012 authorized by Section 4 hereof. 2 Draft Dated 5/29/2012 "Note Year" shall mean the period beginning with October 1 and extending for a period of twelve (12) months thereafter. "Original Purchaser" means SunTrust Bank, a Georgia banking corporation. "Owner" or "Owners" means the Person or Persons in whose name or names the Notes shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution, including, initially, the Original Purchaser. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Revenues" means the tax revenues received by the Issuer from the levy of taxes pursuant to Section 166.231, Florida Statutes, and Chapter 160, Code of the Issuer, as amended, on the purchase of electricity, metered natural gas, liquefied petroleum gas either metered or bottled, manufactured gas either metered or bottled, and water service. Pledged revenues shall not include revenues received by the Issuer pursuant to Section 202.19, Florida Statutes, and Ordinance Nos. 2001 -13 and 2001 -14 enacted by the Issuer. "Principal Office" means, with respect to the Original Purchaser, the office located at 200 S. Orange Avenue, SOAB 6th Floor, Orlando, Florida 32801 Attention: Institutional and Governmental Banking, or such other office as the Original Purchaser may designate to the Issuer in writing. "Refunded Bonds" means, collectively, the 1998 Bonds and the 2002 Bonds. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued. "State" means the State of Florida. Section 3. Findings. (A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is in the best financial interests of the Issuer and its inhabitants to refund the Refunded Bonds. Issuance of the Note to refund the Refunded Bonds, the proceeds of which originally refinanced certain indebtedness of the Issuer that financed various capital improvements of the Issuer satisfies a paramount public purpose and will provide debt service savings to the Issuer. (B) Debt service on the Note will be payable from the Pledged Revenues. The Pledged Revenues will be sufficient to pay the principal and interest on the Note herein authorized, as the same become due, and to make all deposits required by this Resolution. 3 Draft Dated 5/29/2012 (C) The Issuer has received an offer from the Original Purchaser to purchase the Note. Because of the characteristics of the Note, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note at a private negotiated sale, which was based upon a proposal process. Prior to the issuance of the Note, the Issuer shall receive from the Original Purchaser a disclosure letter containing the information required by Section 218.385, Florida Statutes, and a Purchaser's Certificate, the form of which is attached hereto as Exhibit C (the "Purchaser's Certificate "). (D) In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. (E) The Issuer adopted this Resolution after a public hearing preceded by at least seven (7) days notice of the hearing and the proposed action by publication in a newspaper of general circulation in the Issuer in accordance with the requirements of the Charter of the Issuer. Section 4. Authorization of Note. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as City of Ocoee, Florida, Transportation Improvement Refunding Revenue Note, Series 2012 is hereby authorized to be issued under and secured by this Resolution, in the aggregate principal amount of not to exceed $15,000,000, for the purpose of providing funds to refund the Refunded Bonds. Section 5. Description of Note. The Note shall be issued as one fully registered Note in the principal amount not to exceed $15,000,000, shall be dated as of the date of its delivery to the Original Purchaser thereof and shall mature on October 1, 2028. The Note shall be payable to the Original Purchaser, and shall bear interest equal to the Interest Rate and calculated on the basis of a 30/360 day count basis, subject to adjustment as provided in the form of the Note attached hereto as Exhibit A. The initial Interest Rate shall be determined on or prior to the date of issuance of the Note and shall not exceed 4.00% per annum. The rate of interest on the Note shall be fixed as set forth on the executed Note. Principal shall be payable annually on October 1, commencing October 1, 2012 based upon level annual debt service payments. Interest shall be payable semi - annually on April 1 and October 1 of each year, commencing October 1, 2012 or such other date as agreed upon by the Issuer and the Original Purchaser prior to the issuance of the Note. Said principal and any unpaid interest shall be payable upon maturity or prepayment. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal and interest on the Note, shall be payable by the Issuer's Finance Director, as the paying agent (the "Paying Agent "), to the person appearing on the registration books of the Issuer in its capacity as registrar (the "Registrar ") hereinafter provided for as the registered Owner thereof. The principal of the Note shall be payable only to the registered Owner or his legal representative at the office of the 4 Draft Dated 5/29/2012 Issuer who shall also keep a registration book registering the ownership of the Note (the "Registrar "). The Note is to be in substantially the form set forth on Exhibit A, attached hereto, together with such changes as shall be approved by the Mayor, following review by the City Manager, Finance Director and City Attorney, such approval to be conclusively evidenced by the execution thereof by the Mayor. The Note shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be attested with the manual signature of the City Clerk and approved as to form by the City Attorney. The Mayor, City Clerk and City Attorney are hereby authorized to execute, attest and approve to the Note on behalf of the Issuer. Section 6. Registration and Exchange of Note; Persons Treated as Owners. The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books; provided, however, that the Note may be transferred only in whole and not in part and any such transfer shall be made only to an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. Notwithstanding the foregoing, nothing in this Resolution or in the Note shall be construed to prohibit the Original Purchaser from granting a participation or participations in the Note to any other bank or banks affiliated with SunTrust Bank or any subsidiary thereof. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on such Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7. Note Mutilated, Destroyed, Stolen or Lost. In case a Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so surrendered shall be canceled. Section 8. Payment of Principal and Interest; Limited Obligation. The Issuer promises that it will promptly pay the principal of and interest on the Note at the place, on the dates and in the mariner provided therein according to the true intent and meaning hereof and thereof. The Note shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of Article VII, Section 12 of the Constitution of the State of Florida, 5 Draft Dated 5/29/2012 but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of the Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Note, or be entitled to payment of such Note from any funds of the Issuer except from the Pledged Revenues as described herein. Section 9. Prepayment. The Note shall be subject to prepayment at the option of the Issuer in whole or in part at any time without penalty, upon two (2) Business Days' prior written notice to the Owner. Such prepayment notice shall specify the amount of the prepayment which is to be made. Section 10. Disbursement of and Application of Proceeds of Note; Appointment of Escrow Holder; Escrow Deposit Agreement. At the time of delivery of the Note herein authorized, the proceeds from the sale of the Note, together with other legally available funds of the Issuer provided for such purpose, shall be used to 1) deposit funds with SunTrust Bank, the sole holder of the 2002 Bonds (in such capacity, the "2002 Bondholder "), to prepay the 2002 Bonds in their entirety and 2) deposit funds with the Escrow Holder to secure the 1998 Bonds and redeem the 1998 Bonds as provided in the Escrow Deposit Agreement. On the date of issuance of the Note, the Issuer hereby authorizes the transfer of moneys on deposit in the funds and accounts created for the benefit of the 1998 Bonds to the Escrow Holder, to be held on behalf of the Issuer and to be used pursuant to the terms of the Escrow Deposit Agreement. On the date of issuance of the Note, the Issuer hereby authorizes the transfer of moneys, if any, on deposit in the funds and accounts created for the benefit of the 2002 Bonds to the 2002 Bondholder to provide a portion of the funds needed to prepay the 2002 Bonds. U.S. Bank National Association is hereby appointed as the Escrow Holder. There is hereby authorized the execution of the Escrow Deposit Agreement in order to secure the funds deposited to refund the 1998 Bonds in the manner provided herein. Simultaneously with the delivery of the Note to the Original Purchaser thereof, the Issuer will enter into the Escrow Deposit Agreement in substantially the form attached hereto as Exhibit B with the Escrow Holder, together with such changes as shall be approved by the Mayor, following review by the City Manager, Finance Director and City Attorney, such approval to be conclusively evidenced by the execution thereof by the Mayor. The Escrow Deposit Agreement shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be attested with the manual signature of the City Clerk and approved as to form by the City Attorney. The Mayor, City Clerk and City Attorney are hereby authorized to execute, attest and approve to the Escrow Deposit Agreement on behalf of the Issuer. At the time the Escrow Deposit Agreement is executed, the Issuer will furnish to the Escrow Holder appropriate documentation to demonstrate that the sum being deposited with the Escrow Holder pursuant to this Resolution, together with other funds deposited into the escrow account pursuant to the provisions of the Escrow Deposit Agreement, shall be equal to the Escrow Requirement (as defined therein) and that such moneys and the investments to be 6 Draft Dated 5/29/2012 made pursuant to the Escrow Deposit Agreement, if any, will be sufficient to produce the moneys required to make all payments described in the Escrow Deposit Agreement for the full and complete refunding and defeasance of the 1998 Bonds. Section 11. Tax Covenant. The Issuer covenants to the Owner of the Note provided for in this Resolution that the Issuer will not make any use of the proceeds of the Note at any time during the term of the Note which, if such use had been reasonably expected on the date the Note was issued, would have caused such Note to be "arbitrage bonds" within the meaning of the Code. The Issuer will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to ensure the exclusion of interest on the Note from the gross income of the holders thereof for purposes of federal income taxation. Section 12. Sale of Note; Authorization Regarding Debit for Interest Payments. The Note is hereby sold and awarded to SunTrust Bank at the price of par and the Mayor and the City Clerk are hereby authorized to execute and deliver the Note in the form set forth herein, receive the purchase price therefor and apply the proceeds thereof as herein provided, without further authority from this body. The Mayor and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the commitment of SunTrust Bank. Execution of the Note by the Mayor and the City Clerk shall be conclusive evidence of their approval of the form of the Note. The Finance Director of the Issuer shall provide for the payment of debt service on the Note through an auto debit from the Issuer's account with the Original Purchaser. Section 13. Impairment of Contract. The Issuer covenants with the Owner of the Note that it will not, without the written consent of the Owner of the Note, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder. The pledging of the Pledge Revenues in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the City Commission. The Issuer covenants that it will not impair or adversely affect the power and right of the Issuer to receive the Pledged Revenues. The Issuer will proceed diligently to perform legally and effectively all steps required on its part in the levy and collection of the Pledged Revenues and shall exercise all legally available remedies to enforce such collections now or hereafter available under State law. Section 14. Budget and Financial Information. The Issuer shall provide the Owner of the Note with a copy of its annual budget within 30 days of adoption and such other financial information regarding the Issuer as the Owner of the Note may reasonably request. The Issuer 7 Draft Dated 5/29/2012 shall provide the Owner of the Note with annual financial statements not later than two hundred seventy (270) days after the close of such fiscal year. The financial statements shall be prepared in accordance with applicable law and generally accepted accounting principles and audited by an independent certified public accountant. All accounting terms not specifically defined or specified herein shall have the meanings attributed to such terms under generally accepted accounting principles ( "GAAP ") as in effect from time to time, consistently applied. Section 15. Additional Debt. (a) The Issuer shall issue no bonds, notes or obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues if such obligations have priority over the Note with respect to payment or lien, nor shall the Issuer create or cause or permit to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the Note upon said Pledged Revenues. However, the Issuer may issue additional debt under the conditions and in the manner provided below. Any obligations issued by the Issuer other than the Note and Additional Debt (as described in subparagraph (b) below), which are payable from the Pledged Revenues shall contain an express statement that such obligations are junior and subordinate in all respects to the Note as to lien on and source and security for payment from such Pledged Revenues. (b) No additional debt, notes, bonds, payable on a parity from the Pledged Revenues ( "Additional Debt "), shall be issued after the issuance of the Note herein authorized, except upon the conditions and in the manner hereinafter provided: (1) The Issuer's Finance Director shall certify at the time of the issuance of the Additional Debt that the Issuer is not in default of any of the provisions, covenants and agreements hereof. (2) An independent certified public accountant shall also certify at the time of the issuance of the Additional Debt that the Pledged Revenues received by the Issuer during each of the two preceding complete fiscal years immediately preceding the date of issuance of such Additional Debt shall equal at least 1.35 times the Maximum Debt Service Requirement on the outstanding Note, any then outstanding Additional Debt and the proposed Additional Debt. Section 16. Events of Default; Remedies of Owner. The following shall constitute Events of Default: (i) if the Issuer fails to pay any payment of principal of or interest on any Note as the same becomes due and payable; (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Note (other than set forth in (i) above) and fails to cure the same within thirty (30) days; (iii) filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the United States Bankruptcy Code, as amended, or any other insolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the continuance of any such event for ninety (90) days undismissed or undischarged; or (iv) the Issuer admits in 8 Draft Dated 5/29/2012 writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself. Upon the occurrence and during the continuation of any Event of Default, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. In case of an Event of Default, the Owner may declare the entire debt remaining unpaid hereunder immediately due and payable, and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by the Note, all costs of collection and enforcement thereof, including such reasonable attorneys' fees as may be incurred, including on appeal or incurred in any proceeding under any bankruptcy laws as they now or hereafter exist. Section 17. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 18. Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Note except with the written consent of the Owner of the Note. Section 19. City Commission Members of the Issuer Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any City Commission members, as such, of the Issuer, past, present or future, either directly or through the Issuer it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Commission members of the Issuer, as such, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such City Commission member of the Issuer, as such, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Note, on the part of the Issuer. 9 Draft Dated 5/29/2012 Section 20. Authorizations. The Mayor and any member of the City Commission, the City Manager, the City Attorney, the City Clerk and such other officials and employees of the Issuer as may be designated by the Issuer are each designated as agents of the Issuer in connection with the issuance and delivery of the Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. Section 21. Business Days. In any case where the due date of interest on or principal of the Note is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 22. Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State. Section 23. Rules of Interpretation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 24. Captions. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Section 25. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 26. Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 27. No Third Party Beneficiaries. Except such other persons as may be expressly described in this Resolution or in the Note, nothing in this Resolution or in the Note, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer and the holders, any right, remedy or claim, legal or equitable, under and by reason of this Resolution, or any provision thereof, or of the Note, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the persons who shall from time to time be the Owners. 10 Draft Dated 5/29/2012 Section 28. Effective Date. This Resolution shall be in full force and take effect immediately upon its passage and adoption. [Remainder of page intentionally left blank] 11 Draft Dated 5/29/2012 PASSED AND ADOPTED by the City Commission of the City of Ocoee, Florida, on this 5th day of June, 2012. ATTEST: APPROVED: CITY OF OCOEE, FLORIDA By: By: Name: Beth Eikenberry Name: S. Scott Vandergrift Title: City Clerk Title: Mayor Approved as to form and legality for the use and reliance of the City of Ocoee, Florida, only. Name: Scott Cookson Title: City Attorney j: \ wdox \ docs \ clients \ 25136 \ 006 \ ordres \ 00663532.doc 12 Draft Dated 5/29/2012 EXHIBIT A FORM OF NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. R -1 $ STATE OF FLORIDA COUNTY OF ORANGE CITY OF OCOEE, FLORIDA TRANSPORTATION IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2012 Dated Date Maturity Date Interest Rate , 2012 October 1, 2028 % (subject to adjustment as provided herein) The City of Ocoee, Florida (the "Issuer "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of SunTrust Bank or its registered assigns (hereinafter, the "Owner "), the principal sum of $ together with interest on the principal balance at the Interest Rate (subject to adjustment as herein provided) based upon a 30/360 day count basis. Principal payments shall be each October 1 begin on October 1, 2012 and interest shall be payable on each April 1 and October 1, and shall begin on October 1, 2012, and the final installment of the entire unpaid principal balance, together with all accrued and unpaid interest hereon, is due and payable on October 1, 2028, and shall be in the amounts attached hereto as Schedule A. This Note is issued pursuant to the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the Charter of the Issuer and a Resolution duly adopted by the Issuer on June 5, 2012 (herein referred to as the "Resolution "), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution, including, without limitation, remedies in the Event of Default are by this reference thereto incorporated herein as a part of this Note. Payment of this Note is secured by the Pledged Revenues of the A -1 Draft Dated 5/29/2012 Issuer. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. Principal of and interest on this Note is payable in lawful money of the United States of America at such place as the Owner may designate to the Issuer in writing. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to principal. The Interest Rate on this Note may be adjusted as follows; provided, however, the Interest Rate on this Note shall not exceed the maximum rate permitted by law: Upon the occurrence of a Determination of Taxability and for as long as this Note remains outstanding, the Interest Rate on this Note shall be converted to the Taxable Rate. In addition, upon a Determination of Taxability, the Issuer shall pay to the Owner (i) an additional amount equal to the difference between (A) the amount of interest actually paid on this Note during the Taxable Period and (B) the amount of interest that would have been paid during the Taxable Period had this Note borne interest at the Taxable Rate, and (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner as a result of the Determination of Taxability. If the Maximum Federal Corporate Tax Rate decreases the interest rate otherwise borne by this Note shall be adjusted (increased) to the product obtained by multiplying the interest rate otherwise borne by this Note by a fraction, (i) the numerator of which is equal to one (1) minus the Maximum Federal Corporate Tax Rate in effect as of the date of adjustment and (ii) the denominator of which is equal to .65 (while the Maximum Federal Corporate Tax Rate is 35 %, the multiplier would be 1.00). The interest rate otherwise borne by this Note shall be adjusted automatically as of the effective date of each decrease in the Maximum Federal Corporate Tax Rate. Upon an Event of Default (as defined in the Resolution), the Interest Rate on this Note shall be adjusted to the Default Rate. For purposes of the foregoing, the following terms shall have the following meanings: "Default Rate" shall mean the sum of the Prime Rate plus 2% per annum. A -2 Draft Dated 5/29/2012 "Determination of Taxability" shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on this Note is or was includable in the gross income of the Owner of this Note for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Issuer has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner of this Note, and until the conclusion of any appellate review, if sought. "Interest Rate" shall mean a per annum rate equal to (a) %, multiplied, prior to the occurrence of a Determination of Taxability, by (b) the Margin Rate Factor. Upon an Event of Default the per annum rate shall equal to the Default Rate. "Margin Rate Factor" shall mean the fraction the numerator of which is equal to one (1) minus the Maximum Federal Corporate Tax Rate on the date of calculation and the denominator of which is 0.65. The Margin Rate Factor shall be 0.65/0.65 or 1.0 so long as the Maximum Federal Corporate Tax Rate shall be 35 %, and thereafter shall increase from time to time effective as of the effective date of any decrease in the Maximum Federal Corporate Tax Rate. "Maximum Federal Corporate Tax Rate" means the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Code, determined without regard to tax rate or tax benefit make -up provisions such as the last two sentences of Section 11 (b) (1) of the Code, as in effect from time to time (or, if as a result of a change in the Code the rate of income taxation imposed on corporations shall not be applicable to the Owner, the maximum statutory rate of federal income taxation which could apply to the Owner). The Maximum Federal Corporate Tax Rate on the date of execution of this Note is 35 %. "Prime Rate" shall mean the per annum rate which the Original Purchaser announces from time to time to be its prime rate, as in effect from time to time. The Original Purchaser's prime rate is a reference or benchmark rate, is purely discretionary and does not necessarily represent the lowest or best rate charged to borrowing customers. The Original Purchaser may make commercial loans or other loans at rates of interest at, above or below the Original Purchaser's prime rate. Each change in the Original Purchaser's prime rate shall be effective from and including the date such change is announced as being effective. "Taxable Period" shall mean the period of time between (a) the date that interest on the Note is deemed to be includable in the gross income of the owner thereof for federal income tax purposes as a result of a Determination of Taxability, and (b) the date of the Determination of Taxability. "Taxable Rate" shall mean, upon a Determination of Taxability, the interest rate per annum that shall provide the Owner with the same after tax yield that the Owner would have A -3 Draft Dated 5/29/2012 otherwise received had the Determination of Taxability not occurred, taking into account the increased taxable income of the Owner as a result of such Determination of Taxability. The Owner shall provide sufficient evidence supporting such rate calculation to the Issuer, which statement shall, in the absence of manifest error, be conclusive and binding on the Issuer. This Note shall be subject to prepayment at the option of the Issuer in whole or in part at any time without penalty, upon two (2) Business Days' prior written notice to the Owner. Such prepayment notice shall specify the amount of the prepayment which is to be made. In case of an Event of Default (as defined in the Resolution), the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such reasonable legal fees and expenses as may be incurred, including on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION, OR BE ENTITLED TO PAYMENT OF SUCH NOTE FROM ANY FUNDS OF THE ISSUER EXCEPT FROM THE PLEDGED REVENUES. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the mariner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. A -4 Draft Dated 5/29/2012 THE ISSUER, AND THE OWNER, BY ACCEPTANCE OF THIS NOTE, AGREE TO WAIVE TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM BETWEEN THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS. IN WITNESS WHEREOF, the City of Ocoee, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its City Clerk, and its seal to be impressed hereon, all this day of , 2012. CITY OF OCOEE, FLORIDA [SEAL] By: Mayor Attest: City Clerk APPROVED AS TO FORM: City Attorney A -5 Draft Dated 5/29/2012 ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Note of the City of Ocoee, Florida, and does hereby constitute and appoint , attorney, to transfer the said Note on the books kept for registration thereof, with full power of substitution in the premises. Date: By: (manual signature) NOTICE: No transfer will be registered and no Title: new Note will be issued in the name of the Transferee, unless the signature to this assignment corresponds with the name as it appears upon the face of the within Note every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Signature Guaranteed by [member firm of the New York Stock Exchange or a commercial bank or a trust company.] A -6 Draft Dated 5/29/2012 SCHEDULE A Principal and Interest Repayment Schedule A -7 Draft Dated 5/29/2012 EXHIBIT B FORM OF ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of June , 2012, by and between the CITY OF OCOEE, FLORIDA (the "Issuer "), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Escrow Agent, and its successors and assigns (the "Escrow Agent "); WITNESSETH: WHEREAS, the Issuer has previously authorized and issued its Transportation Refunding and Improvement Revenue Bonds, Series 1998, which will be refunded from a portion of the proceeds of the Note (as hereinafter defined) in the principal amount of $14,605,000 which mature in the years 2012, 2015, 2023 and 2028 (the "Refunded Bonds "), as to which the Total Debt Service for the Refunded Bonds (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service for the Refunded Bonds by depositing with the Escrow Agent an amount which is at least equal to such Total Debt Service for the Refunded Bonds; and WHEREAS, in order to obtain the funds needed for such purpose and for other purposes, the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing its Transportation Improvement Refunding Revenue Note, Series 2012; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer's obligations relating to the Refunded Bonds; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Agent agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: (a) "Agreement" means this Escrow Deposit Agreement. (b) "Annual Debt Service" means the principal, interest, and redemption premium, if any, on the Refunded Bonds coming due [July 9, 2012] as shown on Schedule A attached hereto and made a part hereof. B -1 Draft Dated 5/29/2012 (c) "Escrow Account" means the account hereby created and entitled Escrow Account established and held by the Escrow Agent pursuant to this Agreement in which cash and investments will be held for payment of the principal, interest, and redemption premium, if any, on the Refunded Bonds as they become due and payable. (d) "Escrow Agent" means U.S. Bank National Association, having its designated corporate trust office in Orlando, Florida, and its successors and assigns. (e) "Issuer" means the City of Ocoee, Florida, and its successors and assigns. (f) "Note" means the $ City of Ocoee, Florida, Transportation Improvement Refunding Revenue Note, Series 2012, issued under the Resolution. (g) "Refunded Bonds" means the Issuer's Transportation Refunding and Improvement Revenue Bonds, Series 1998, which shall be refunded as of the delivery date of the Note in the principal amount of $14,605,000 maturing in the years 2012, 2015, 2023 and 2028. (h) "Resolution" means a resolution adopted by the City Commission of the Issuer on June 5, 2012 relating to the issuance of the Note. (i) "Total Debt Service for the Refunded Bonds" means, as of any date, the sum of the principal of, redemption premium, if any, and interest remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto. SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Agent for deposit into the Escrow Account, in immediately available funds, which funds the Escrow Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent separate and apart from other funds of the Escrow Agent and applied solely as provided in this Agreement. $ of such funds are being derived from proceeds of the Note and $ of such funds are being derived from other legally available funds of the Issuer. The Issuer represents that $ which is deposited as cash in the Escrow Account (i) is at least equal to the Total Debt Service for the Refunded Bonds as of the date of such deposit, and (ii) is sufficient to pay principal, interest and redemption premium, if any, on the Refunded Bonds as they become due and payable in accordance with Schedule A attached hereto. SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the sum described in Section 2 and agrees: (a) to hold the funds pursuant to this Agreement in irrevocable escrow during the term of this Agreement for the sole benefit of the holders of the Refunded Bonds; (b) to hold such funds uninvested which are derived from the proceeds of the Note and other legally available funds of the Issuer; B -2 Draft Dated 5/29/2012 SECTION 4. Payment of Note and Expenses. (a) Refunded Bonds. On [July 9, 2012] in the amounts set forth on Schedule A, the Escrow Agent shall transfer to U.S. Bank National Association, Orlando, Florida, to the Paying Agent for the Refunded Bonds (the "Paying Agent "), in immediately available funds solely from amounts available in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service for the Refunded Bonds coming due on such date, as shown on Schedule A hereto. (b) Expenses. The Issuer shall pay the fees and expenses of the Escrow Agent as set forth on Schedule B attached hereto. (c) Surplus. After making the payments from the Escrow Account described in Subsections 4(a) and (b) above, the Escrow Agent shall retain in the Escrow Account any remaining cash in the Escrow Account in excess of the Total Debt Service for the Refunded Bonds until the termination of this Agreement pursuant to the terms of Section 13 hereof, and shall then pay any remaining funds to the Issuer. (d) Priority of Payments. The holders of the Refunded Bonds shall have an express first priority security interest in the funds in the Escrow Account until such funds are used and applied as provided in this Agreement. SECTION 5. Reinvestment. The Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the cash. SECTION 6. Redemption or Acceleration of Maturity. The Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity, any Refunded Bonds, except as set forth on Schedule A attached hereto. SECTION 7. Indemnity. To the extent permitted by law and without waiving sovereign immunity, the Issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless, the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement and performance by the Escrow Agent of its duties hereunder, including without limitation, the establishment of the Escrow Account established hereunder, the acceptance of the funds and securities deposited therein, and any payment, transfer or other application of funds or securities by the Escrow B -3 Draft Dated 5/29/2012 Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Total Debt Service for the Refunded Bonds. SECTION 8. Responsibilities of Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein, or for any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non - negligent or non - willful act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be responsible for its negligent or willful failure to comply with its duties required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer, at the Issuer's expense, and in reliance upon the opinion of such counsel, shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, letter or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. SECTION 9. Resignation of Escrow Agent. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer, any rating agency then providing a rating on either the Refunded Bonds or the Note, and the Paying Agent for the Refunded Bonds not less than sixty (60) days before such resignation shall take effect. Such resignation shall not take effect until the appointment of a new Escrow Agent hereunder. SECTION 10. Removal of Escrow Agent. (a) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty -one percentum (51 %) in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be B -4 Draft Dated 5/29/2012 filed with the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the Note and published by the Issuer once in a newspaper of general circulation in the territorial limits of the Issuer, and in a daily newspaper or financial journal of general circulation in the City of New York, New York, not less than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent. (b) The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than five percentum (5 %) in aggregate principal amount of the Note then outstanding, or the holders of not less than five percentum (5 %) in aggregate principal amount of the Refunded Bonds then outstanding. (c) The Escrow Agent may not be removed until a successor Escrow Agent has been appointed in the manner set forth herein. SECTION 11. Successor Escrow Agent. (a) If, at any time hereafter, the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall immediately appoint an Escrow Agent to fill such vacancy and, upon such appointment, all assets held hereunder shall be transferred to such successor. The Issuer shall either (i) publish notice of any such appointment made by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of any such appointment made by it to the holders of the Refunded Bonds within thirty (30) days after such appointment. (b) At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of the Note then outstanding or a majority in principal amount of the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by either group of such bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the Bondholders. In the case of conflicting appointments made by the Bondholders under this paragraph, the first effective appointment made during the one year period shall govern. B -5 Draft Dated 5/29/2012 (c) If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Agent, may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. (d) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all the trust, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto, anything herein to the contrary notwithstanding, provided such successor shall have reported total capital and surplus in excess of $15,000,000, provided that such successor Escrow Agent assumes in writing all the trust, duties and responsibilities of the Escrow Agent hereunder. SECTION 12. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it has agreed to accept compensation under the Agreement pursuant to the terms of Schedule B attached hereto for services to be performed by the Escrow Agent pursuant to this Agreement, plus out -of- pocket expenses to be reimbursed at cost from legally available funds of the Issuer. The Escrow Agent shall not be compensated from amounts on deposit in the Escrow Account, and the Escrow Agent shall have no lien or claim against funds in the Escrow Account for payment of obligations due it under this Section. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds, except as provided in Section 7. SECTION 14. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, notice of such event shall be sent to the municipal bond insurer(s) for the Refunded Bonds, if any, as well as Moody's Investors Service, Inc., Fitch, Inc. and Standard & Poor's Ratings Services (but only to the extent such agencies have a rating outstanding on any of the Refunded Bonds), and while such covenant or agreements herein contained shall be null and void, they shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 15. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Bonds and the Note and it shall not be repealed, revoked, altered or amended in whole or in part without the written consent of B -6 Draft Dated 5/29/2012 all holders of Refunded Bonds, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent, for the benefit of the holders of the Note and the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall, at its option, be entitled to request, at the Issuer's expense, and rely exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. Prior written notice of such amendments, together with proposed copies of such amendments, shall be provided to Moody's Investors Service, Inc., Fitch, Inc., and Standard & Poor's Ratings Services (but only to the extent such agencies at that time have a rating outstanding on any of the Refunded Bonds). SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida. [Remainder of page intentionally left blank] B -7 Draft Dated 5/29/2012 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. CITY OF OCOEE, FLORIDA (SEAL) By: ATTEST: Name: S. Scott Vandergrift Title: Mayor By: Name: Beth Eikenberry Title: Clerk FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO FORM AND LEGALITY: SHUFFIELD, LOWMAN & WILSON, P.A. By: Name: Scott Cookson Title: City Attorney [Issuer's Signature Page to Escrow Deposit Agreement] B -8 Draft Dated 5/29/2012 U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Name: Leanne Duffy Title: Assistant Vice President [Escrow Agent's Signature Page to Escrow Deposit Agreement] j: \ wdox\ docs \ clients \ 25136\ 006\ agrmnt\ 00662267.docx B -9 Draft Dated 5/29/2012 SCHEDULE B PAYMENTS TO BE MADE TO ESCROW AGENT One time up -front fee of $0 at closing plus out -of- pocket expenses paid by the Issuer. B -1 Draft Dated 5/29/2012 EXHIBIT C FORM OF PURCHASER'S CERTIFICATE This is to certify that SUNTRUST BANK (the "Purchaser ") has not required the City of Ocoee, Florida (the "Issuer ") to deliver any offering document or to make any filing with respect to the loan with EMMA, the Municipal Securities Rulemaking Board's continuing disclosure site. The Purchaser has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of its Transportation Improvement Refunding Revenue Note, Series 2012 dated June [8], 2012, in an aggregate principal amount of $ (the "Note "), and no inference should be drawn that the Purchaser, in the acceptance of said Note, is relying on Note Counsel or Issuer's Counsel as to any such matters other than the legal opinion rendered by Note Counsel, Bryant Miller Olive P.A., and by Issuer's Counsel, Shuffield, Lowman & Wilson, P.A. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in a resolution adopted by the City Commission of the Issuer on June 5, 2012 (the "Resolution "). We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act "), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and /or Section 517.061(7), Florida Statutes, and neither the Issuer, Note Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. We acknowledge that no CUSIP numbers or credit ratings have been obtained with respect to the Note. We acknowledge and understand that the Note is issued in a single denomination equal to the aggregate principal amount of the Note and may not be transferred except in whole and will not be transferred to any kind of trust under any circumstances. We further represent that we do not currently intend to syndicate the Note, and will characterize the Note as a loan for accounting purposes. We are not acting as a broker or other intermediary, and are purchasing the Note with our own capital for our own account and not with a present view to a resale or other distribution to the public. We understand that the Note may not be transferred except to a bank, savings association, insurance company or other "accredited investor" as described below in accordance with the restrictions set forth in the Note. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. C -1 Draft Dated 5/29/2012 We are an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder. Dated this [8th] day of June, 2012. SUNTRUST BANK By: Name: William C. Jones Title: First Vice President C -2