HomeMy WebLinkAboutResolution 2003-23
RESOLUTION NO. 2003-23
CITY OF OCOEE, FLORIDA
WATER AND SEWER SYSTEM REFUNDING AND
IMPROVEMENT REVENUE BONDS
SERIES 2003
Adopted on November 18,2003
TABLE OF CONTENTS
PAGE
ARTICLE I - GENERAL.......................................................................................................... 2
SECTION 1.01. Authority for this Resolution. ............................................................2
SECTION 1.02. Definitions......................... ........................ ................ .........................2
SECTION 1.03. Resolution to Constitute Contract. ....................................................6
SECTION 1.04. Findings................................................................. .............................6
SECTION 1.05. Additional 2003 Project; Refunding of Refunded Bonds ................... 7
SECTION 1.06. Negotiated Sale .............. ....... ............................................................. 7
ARTICLE II - AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION
OF SERIES 2003 BONDS.......... ................................................. .......................8
SECTION 2.01. Authorization and Description of Series 2003 Bonds. ....................... 8
SECTION 2.02. Application of Series 2003 Bond Proceeds......................................... 9
SECTION 2.03. Funds and Accounts Secure Holders ofthe Series 2003
Bonds; Reserve Fund; Reserve Fund Surety Bond ......................... 9
SECTION 2.04. Execution of Series 2003 Bonds .......................................................12
SECTION 2.05. Authentication............. ................................ ................................. ....12
SECTION 2.06. Privilege of Redemption............................ ................. .................. ....12
SECTION 2.07. Form of Series 2003 Bonds....................... ...... ......... ....................... ..12
SECTION 2.08. Sale of Series 2003 Bonds ................................................................12
ARTICLE III - REGISTRAR, PAYING AGENT, ESCROW AGENT, INSURER AND
ACCOUNTANT MATTERS................................................................. ........... .14
SECTION 3.01. Registrar and Paying Agent for the Series 2003 Bonds. .................14
SECTION 3.02. Escrow Agent; Escrow Deposit Agreement...................................... 14
SECTION 3.03. Preparation of Accountant's Certificate........................................... 14
SECTION 3.04. Appointment of Bond Insurer for Series 2003 Bonds...................... 14
SECTION 3.05. Purchase of Bond Insurance and Reserve Fund Surety Bond. .......14
SECTION 3.06. Terms Regarding Series 2003 Bonds Insurance Policy. ..................15
SECTION 3.07 Federal Income Tax Covenants......................................................... 19
ARTICLE IV - MISCELLANEOUS ........................................................................................20
SECTION 4.01. Rate Covenant. ............... ............ ................. ............... ...................... 20
SECTION 4.02. Preliminary Official Statement; Official Statement.......................~20
SECTION 4.03. Continuing Disclosure. ........ ................. ............................................ 20
SECTION 4.04. Book Entry Only System.................................................................. 20
SECTION 4.05. Redemption of Refunded Bonds. ......................................................22
SECTION 4.06. Severability of Invalid Provisions. ................................................... 22
SECTION 4.07. Effective Date. ..................................................................................22
Exhibit A - Form of Continuing Disclosure Certificate
Exhibit B - Form of Preliminary Official Statement
Exhibit C - Form of Escrow Deposit Agreement
Exhibit D - Municipal Bond Insurance Commitment
Exhibit E - Guaranty Agreement
Exhibit F - Form of Bond Purchase Agreement
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RESOLUTION NO. 2003-23
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OCOEE, FLORIDA, PROVIDING FOR THE REFUNDING
OF ALL OF THE CITY'S WATER AND SEWER SYSTEM
REFUNDING AND IMPROVEMENT REVENUE BONDS,
SERIES 1993; PROVIDING FOR THE CONSTRUCTION AND
ACQUISITION OF CERTAIN IMPROVEMENTS TO THE
COMBINED WATER AND SEWER SYSTEM OF THE CITY;
AUTHORIZING THE ISSUANCE BY THE CITY OF NOT TO
EXCEED $15,000,000 WATER AND SEWER SYSTEM
REFUNDING AND IMPROVEMENT REVENUE BONDS,
SERIES 2003, TO FINANCE THE COST THEREOF;
PLEDGING NET REVENUES OF THE SYSTEM TO SECURE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
SUCH SERIES 2003 BONDS ON PARITY WITH THE CITY'S
SERIES 1997 BONDS; AUTHORIZING THE EXECUTION OF
A CONTINUING DISCLOSURE CERTIFICATE;
AUTHORIZING THE EXECUTION OF AN ESCROW
DEPOSIT AGREEMENT AND A BOND PURCHASE
AGREEMENT; MAKING CERTAIN COVENANTS AND
AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF
THE SERIES 2003 BONDS; PROVIDING FOR
SEVERABILITY OF INVALID PROVISIONS; AUTHORIZING
THE PREPARATION OF A PRELIMINARY OFFICIAL
STATEMENT AND A FINAL OFFICIAL STATEMENT;
DESIGNATING AMBAC ASSURANCE CORPORATION AS
THE BOND INSURER FOR THE SERIES 2003 BONDS;
AUTHORIZING THE AWARD OF THE SALE OF THE
SERIES 2003 BONDS TO WILLIAM R. HOUGH & CO. AND
SUNTRUST CAPITAL MARKETS AS THE UNDERWRITERS
UNDER CERTAIN TERMS AND CONDITIONS;
DELEGATING THE AWARD OF THE SALE OF THE SERIES
2003 BONDS TO THE MAYOR AND THE CITY MANAGER;
PROVIDING FOR THE REPEAL OF ANY RESOLUTIONS IN
CONFLICT WITH THE PROVISIONS OF THIS
SUPPLEMENTAL 2003 RESOLUTION; PROVIDING
CERTAIN OTHER MATTERS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
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BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE,
FLORIDA:
ARTICLE I - GENERAL
SECTION 1.01. Authority for this Resolution. This Supplemental 2003
Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida,
the Charter of the City of Ocoee, Chapter 166, Part II, Florida Statutes, Resolution No. 93-
02 of the City ofOcoee, and other applicable provisions of law.
SECTION 1.02. Definitions. When used in this Supplemental 2003 Resolution,
capitalized terms not otherwise defined shall be as defined in Resolution No. 93-02 of the
City of Ocoee, and the following terms shall have the following meanings, unless the con-
text clearly otherwise requires.
"Additional 2003 Project" shall mean the acquisition, construction or reconstruction
of capital improvements to the System and shall include all property rights, easements,
franchises and equipment relating thereto and deemed necessary or convenient for the con-
struction or acquisition or the operation thereof which is financed from the Series 2003
Bonds, as more fully described in the plans on file with the City.
"Bond Insurer" or "Ambac Assurance" shall mean, with respect to the Series 2003
Bonds, Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company.
"City" shall mean the City of Ocoee, Florida.
"Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure
Certificate related to the Series 2003 Bonds to be executed by the City prior to the time the
City delivers the Series 2003 Bonds to the Underwriters, as it may be amended from time
to time in accordance with the terms thereof, whereby the City undertakes to assist the
Underwriters in complying with the continuing disclosure requirements of the Continuing
Disclosure Rule, in substantially the form attached hereto as Exhibit A and incorporated
herein by reference.
"Continuing Disclosure Rule" shall mean the continuing disclosure requirements of
Rule 15c2-12 of the United States Securities and Exchange Commission, as amended.
"Escrow Agent" shall mean SunTrust Bank, Orlando, Florida, selected as a party to
the Escrow Deposit Agreement pursuant to Section 3.02 hereof, together with any
successors and assigns.
"Escrow Deposit Agreement" shall mean an Agreement or agreements by and
between the City and an Escrow Agent, the purpose of which is to provide for the payment
of the Refunded Bonds. Such Agreement shall be in substantially the form attached hereto
as Exhibit C and incorporated herein by reference.
"Original Instrument" shall mean Resolution No. 93-02 adopted by the City
Commission on February 2, 1993, as supplemented by Resolution No. 93-03 adopted by the
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City Commission on February 16, 1993 and Resolution No. 96-32 adopted by the City
Commission on December 3, 1996.
"Paying Agent" with respect to the Series 2003 Bonds shall mean SunTrust Bank,
Orlando, Florida or their successors and assigns.
"Permitted Investments" shall mean the following for the Series 2003 Bonds:
A. Ambac Assurance will allow the following obligations to be used as Permitted
Investments for all purposes, including defeasance investments in refunding escrow
accounts.
(Ambac Assurance does not give a premium credit for the investment of accrued
and/or capitalized interest).
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation),
(2) Obligations of, or obligations guaranteed as to principal and interest by, the U. S.
or any agency or instrumentality thereof, when such obligations are backed by the
full faith and credit of the U.S. including:
* U.S. treasury obligations
* All direct or fully guaranteed obligations
* Farmers Home Administration
* General Services Administration
* Guaranteed Title XI financing
* Government National Mortgage Association (GNMA)
* State and Local Government Series
Any security used for defeasance must provide for the timely payment of principal
and interest and cannot be callable or prepayable prior to maturity or earlier
redemption of the rated debt (excluding securities that do not have a fixed par value
and/or whose terms do not promise a fixed dollar amount at maturity or call date.)
B. Ambac Assurance will allow the following obligations to be used as Permitted
Investments for all purposes other than defeasance investments in refunding escrow
accounts.
(1) Obligations of any of the following federal agencies which obligations represent
the full faith and credit of the United States of America, including:
-Export-Import Bank
-Rural Economic Community Development Administration
-U.S. Maritime Administration
-Small Business Administration
-U.S. Department of Housing & Urban Development (PHAs)
-Federal Housing Administration
-Federal Financing Bank
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(2) Direct obligations of any of the following federal agencies which obligations are
not fully guaranteed by the full faith and credit of the United States of
America:
-Senior debt obligations issued by the Federal National Mortgage Association
(FNMA) or Federal Home Loan Mortgage Corporation (FHLMC).
-Obligations of the Resolution Funding Corporation (REFCORP)
-Senior debt obligations of the Federal Home Loan Bank System
-Senior debt obligations of other Government Sponsored Agencies approved
by Ambac Assurance
(3) U.S. dollar denominated deposit accounts, federal funds and bankers'
acceptances with domestic commercial banks which have a rating on their short
term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or
"A-1+" by S&P and maturing not more than 360 calendar days after the date of
purchase. (Ratings on holding companies are not considered as the rating of the
bank);
(4) Commercial paper which is rated at the time of purchase in the single
highest classification, "P-1" by Moody's and "A-1+" by S&P and which matures not
more than 270 calendar days after the date of purchase;
(5) Investments in a money market fund rated "AAAm" or "AAAm-G" or better
by S&P;
(6) Pre-refunded Municipal Obligations defined as follows: any bonds or other
obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state which are not callable
at the option of the obligor prior to maturity or as to which irrevocable instructions
have been given by the obligor to call on the date specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category of Moody's or S&P or any successors
thereto; or
(B) (i) which are fully secured as to principal and interest and redemption
premium, if any, by an escrow consisting only of cash or obligations described
in paragraph A(2) above, which escrow may be applied only to the payment of
such principal of and interest and redemption premium, if any, on such bonds
or other obligations on the maturity date or dates thereof or the specified
redemption date or dates pursuant to such irrevocable instructions, as
appropriate, and (ii) which escrow is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and
interest and redemption premium, if any, on the bonds or other obligations
described in this paragraph on the maturity date or dates specified in the
irrevocable instructions referred to above, as appropriate;
(7) Municipal obligations rated "Aaa/AAA" or general obligations of States with a
rating of "A2/A" or higher by both Moody's and S&P;
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(8) Investment agreements approved in writing by Ambac Assurance (supported
by appropriate opinions of counsel); and
(9) Other forms of investments (including repurchase agreements) approved in
writing by Ambac Assurance.
C. The value of the above investments shall be determined as follows:
a) For the purpose of determining the amount in any fund, all Permitted
Investments credited to such fund shall be valued at fair market value. The
Paying Agent shall determine the fair market value based on accepted industry
standards and from accepted industry providers. Accepted industry providers
shall include but are not limited to pricing services provided by Financial Times
Interactive Data Corporation, Merrill Lynch, Salomon Smith Barney, Bear
Stearns, or Lehman Brothers.
b) As to certificates of deposit and bankers' acceptances: the face amount thereof,
plus accrued interest thereon; and
c) As to any investment not specified above: the value thereof established by prior
agreement among the City, the Paying Agent, and Ambac Assurance.
"Policy" shall mean the financial guaranty insurance policy issued by the Bond
Insurer insuring the payment when due of the principal of and interest on the Series 2003
Bonds as provided therein.
"Preliminary Official Statement" shall mean the preliminary official statement
relating to the Series 2003 Bonds substantially in the form attached hereto as Exhibit B
and incorporated herein by reference.
"Refunded Bonds" shall mean all or a portion of the Outstanding City of Ocoee,
Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series
1993.
"Reserve Fund Surety Bond" shall mean the surety bond issued by Ambac Assurance
Corporation, the Bond Insurer for the Series 2003 Bonds, guaranteeing certain payments
into the Reserve Fund with respect to the Series 2003 Bonds as provided therein and
subject to the limitations set forth therein.
"Series 1997 Bonds" or "Parity Bonds" shall mean the City of Ocoee, Florida, Water
and Sewer System Improvement Revenue Bonds, Series 1997, issued under the Original
Instrument.
"Series 2003 Bonds" shall mean the City's not to exceed $15,000,000 Water and
Sewer System Refunding and Improvement Revenue Bonds, Series 2003, herein authorized
to be issued on parity with the Series 1997 Bonds.
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"Supplemental 2003 Resolution" shall mean this resolution of the City
supplementing the Original Instrument adopted and becoming effective in accordance with
the terms of Section 7.01 of the Original Instrument.
"Underwriters" shall mean William R. Hough & Co., as representative, on behalf of
themselves and Sun Trust Capital Markets, Inc..
SECTION 1.03. Resolution to Constitute Contract. In consideration of the
purchase and acceptance of any or all of the Series 2003 Bonds by those who shall hold the
same from time to time, the provisions of this Supplemental 2003 Resolution shall be a part
of the contract of the City with the Holders of the Series 2003 Bonds and shall be deemed to
be and shall constitute a contract between the City and the Holders from time to time of the
Series 2003 Bonds. The pledge made in this Supplemental 2003 Resolution and the
provisions, covenants and agreements herein set forth to be performed by or on behalf of
the City shall be for the equal benefit, protection and security of the Holders of any and all
of said Series 2003 Bonds. All of the Series 2003 Bonds, regardless of the time or times of
their issuance or maturity, shall be of equal rank without preference, priority or distinction
of any of the Series 2003 Bonds over any other thereof except as expressly provided in or
pursuant to this Supplemental 2003 Resolution.
SECTION 1.04. Findings. It is hereby ascertained, determined and declared that:
(A) The City owns and operates a combined Water System and Sewer System.
(B) The City deems it necessary, desirable and in the best interests of the City and
the residents thereof that the Additional 2003 Project be acquired, constructed and erected.
(C) The Additional 2003 Project shall be financed with the proceeds of the Series
2003 Bonds, together with certain other legally available funds of the City.
(D) No portion of the Pledged Funds are currently pledged or encumbered in any
manner, except with respect to the payment of the Parity Bonds and the Refunded Bonds.
(E) In order to preserve and protect the public health, safety and welfare of the
inhabitants of the City, it is necessary and desirable to acquire, design and construct the
Additional 2003 Project.
(F) The City deems it necessary, beneficial and in its best interest to provide for the
refunding of the Refunded Bonds. Such refunding will be advantageous to the City because
it will allow the City to realize debt service savings.
(G) The estimated sum required for the refunding of the Refunded Bonds will be
derived from a portion of the proceeds of the sale of the Series 2003 Bonds, together with
certain other legally available funds of the City.
(H) A portion of the proceeds of the Series 2003 Bonds shall be deposited with the
Escrow Agent pursuant to the Escrow Deposit Agreement, in amounts which, together with
earnings thereon, will be sufficient to make timely payments of the interest on and
outstanding principal of the Refunded Bonds to their scheduled redemption date. Such
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funds shall be invested pursuant to the Escrow Deposit Agreement in such Permitted
Investments as will be sufficient to pay such principal and interest.
(I) The principal of and interest on the Series 2003 Bonds and all other payments
provided for in this Supplemental 2003 Resolution will be paid solely from the Pledged
Funds and shall be on parity with the Series 1997 Bonds; and the ad valorem taxing power
of the City will never be necessary or authorized to pay the principal of, premium, if any,
and interest on the Series 2003 Bonds and the Series 2003 Bonds shall not constitute a lien
upon any property of the City other than the Pledged Funds.
(J) The City adopted this Supplemental 2003 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 City in accordance with the
requirements of the City Charter of the City.
SECTION 1.05. Additional 2003 Project; Refunding of Refunded Bonds. The
City does hereby authorize the acquisition, construction and erection of the Additional 2003
Project and the refunding of the Refunded Bonds in accordance herewith.
SECTION 1.06. Negotiated Sale. Due to the willingness of the Underwriters to
purchase not to exceed $15,000,000 in aggregate principal amount of the Series 2003 Bonds
at interest rates favorable to the City and the critical importance of timing of the sale of the
Series 2003 Bonds, it is hereby determined that it is in the best interest of the public and
the City to sell the Series 2003 Bonds at a negotiated sale (rather than through a
competitive bid) and such sale to the Underwriters is hereby authorized and approved upon
meeting the terms and conditions contained herein and in the Bond Purchase Agreement,
the form of which is attached hereto as Exhibit F and incorporated herein by reference (the
"Bond Purchase Agreement") as further determined herein.
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ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF SERIES 2003 BONDS
SECTION 2.01. Authorization and Description of Series 2003 Bonds. This
Supplemental 2003 Resolution creates an issue of bonds of the City in an aggregate
principal amount not to exceed $15,000,000, to be designated as "City of Ocoee, Florida,
Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003" which
are issued pursuant to the terms and conditions hereof and of the Original Instrument.
The Series 2003 Bonds shall be dated as of the first day of the month in which occurs
the delivery of the Series 2003 Bonds to the purchaser or purchasers thereof or such other
date as may be determined by the Mayor and City Manager pursuant to Section 2.08
hereof; shall be issued as fully registered Bonds; may be Capital Appreciation Bonds and/or
Current Interest Bonds; shall be dated; shall be numbered consecutively from R-1 upward if
Current Interest Bonds; shall be numbered from CABR-1 upward if Capital Appreciation
Bonds; shall be in the denomination of $5,000 each, or integral multiples thereof for the
Current Interest Bonds and in $5,000 maturity amounts for the Capital Appreciation Bonds
or in $5,000 multiples thereof and shall bear interest at a rate or rates not exceeding the
maximum rate permitted by law determined pursuant to Section 2.08 hereof, payable in
such manner and on such dates; shall consist of such amounts of Serial Bonds and/or Term
Bonds; maturing in such amounts or Amortization Installments and in such years not
exceeding forty (40) years from their date; shall be payable in such place or places; and
shall contain such redemption provisions; all as determined pursuant to Section 2.08
hereof.
Each Series 2003 Current Interest Bond shall bear interest from the interest
payment date next preceding the date on which it is authenticated, unless authenticated on
an interest payment date, in which case it shall bear interest from such interest payment
date, or, unless authenticated prior to the first interest payment date, in which case it shall
bear interest from its date; provided, however, that if at the time of authentication payment
of any interest which is due and payable has not been made, such Series 2003 Current
Interest Bond shall bear interest from the date to which interest shall have been paid.
Any Series 2003 Capital Appreciation Bonds shall bear interest only at maturity or
upon redemption prior to maturity in the amount determined by reference to the
Compounded Amounts.
The principal of and the interest and redemption premium, if any, on the Series
2003 Bonds 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 interest on the Series 2003 Current Interest Bonds shall be payable by
the Paying Agent on each interest payment date to the person appearing, as of the fifteenth
day of the calendar month immediately preceding such interest payment date (the "Record
Date"), on the registration books of the City hereinafter provided for as the Holder thereof,
by check or draft mailed to such Holder at his address as it appears on such registration
books, or at the request and expense of a registered owner of $1,000,000 or more of Series
2003 Bonds, by wire transfer or other medium acceptable to the City and Paying Agent.
Payment of the principal of all Series 2003 Current Interest Bonds and the Compounded
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Amount with respect to the Series 2003 Capital Appreciation Bonds shall be made upon the
presentation and surrender at the office of the Paying Agent of such Series 2003 Bonds as
the same shall become due and payable.
SECTION 2.02. Application of Series 2003 Bond Proceeds. Except as
otherwise provided by Supplemental Resolution of the City, the proceeds derived from the
sale of the Series 2003 Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Series 2003 Bonds to the purchaser or purchasers
thereof, be applied by the City as follows:
(A) Accrued interest, if any, shall be deposited in the Interest Account and shall
be used only for the purpose of paying the interest which shall thereafter become due on the
Series 2003 Bonds.
(B) A sufficient amount of the Series 2003 Bond proceeds shall be applied to the
payment of reasonable and necessary costs and expenses relating to delivery of the Series
2003 Bonds, including a premium for the Policy and the Reserve Fund Surety Bond to the
Bond Insurer.
(C) Unless otherwise provided in a Supplemental Resolution of the City prior to
the issuance of the Series 2003 Bonds, the Reserve Requirement for the Series 2003 Bonds
shall be established and deposited in an account in the Reserve Fund for the benefit of the
Series 2003 Bonds by the deposit of the Reserve Fund Surety Bond as permitted by Section
4.05(A)(4) of the Original Instrument.
(D) A sum as specified by the City shall, together with other legally available
funds of the City, if any, be used to defease the Refunded Bonds by depositing such sums of
money for investment in appropriate Permitted Investments pursuant to the Escrow
Deposit Agreement so as to produce sufficient funds to make all the payments described in
such Escrow Deposit Agreement. At the time of execution of such Escrow Deposit
Agreement, the City shall furnish to the Escrow Agent appropriate documentation to
demonstrate that the sums being deposited and the investment to be made will be sufficient
for such purposes. Simultaneously with the issuance of the Series 2003 Bonds, the City
shall enter into an Escrow Deposit Agreement substantially in the form attached hereto as
Exhibit C with the Escrow Agent. Such escrowed funds and earnings on Permitted
Investments thereof shall be kept separate and apart from all other funds of the City and
the moneys on deposit under the Escrow Deposit Agreement shall be withdrawn, used and
applied by the Escrow Agent solely for the purpose set forth in the Escrow Deposit
Agreement.
(E) The remainder of the proceeds of the Series 2003 Bonds after providing for
the payments required by A, Band D above, shall be deposited in the proper account in the
Construction Fund relating to the Series 2003 Bonds created and established pursuant to
Section 4.03 of the Original Instrument and shall be used to acquire, construct and erect
the Additional 2003 Project.
SECTION 2.03. Funds and Accounts Secure Holders of the Series 2003
Bonds; Reserve Fund; Reserve Fund Surety Bond. The funds and accounts created
pursuant to Section 4.04 of the Original Instrument shall be for the equal benefit and use of
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the Series 2003 Bonds as Outstanding Additional Bonds on parity with the Series 1997
Bonds, provided, however, that the account in the Reserve Fund for the Series 1997 Bonds
solely secures the Series 1997 Bonds. The deposits required in Section 4.05 of the Original
Instrument shall be calculated commencing with the month in which the Series 2003 Bonds
are delivered to provide for such deposits to reflect the issuance of the Series 2003 Bonds.
There is hereby created a reserve account in the Reserve Fund for the Series 2003
Bonds as authorized by Section 4.05(A)(4) of the Original Instrument, which shall be
funded with the Reserve Requirement for the Series 2003 Bonds as provided in Section
2.02(C) hereof with the deposit of the Reserve Fund Surety Bond to solely secure the Series
2003 Bonds.
To the extent funds are deposited in the account of the Reserve Fund such moneys
shall be invested in Permitted Investments maturing not later than the maturity date of
the Series 2003 Bonds, and such securities shall be valued at cost.
As long as the Reserve Fund Surety Bond shall be in full force and effect, the City
and the Paying Agent agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the fund/account, plus all
amounts in and credited to the Reserve Fund in excess of the amount of the Reserve Fund
Surety Bonds, are insufficient to pay the amount of principal and interest coming due, then
upon the later of: (i) one (1) day after receipt by the General Counsel of Ambac Assurance
of a demand for payment in the form attached to the Reserve Fund Surety Bond as
Attachment l(the "Demand for Payment"), duly executed by the Paying Agent certifying
that payment due under the Resolution has not been made to the Paying Agent; or (ii) the
payment date of the Series 2003 Bonds as specified in the Demand for Payment presented
by the Paying Agent to the General Counsel of Ambac Assurance, Ambac Assurance will
make a deposit of funds in an account with the Paying Agent or its successor, in New York,
New York, sufficient for the payment to the Paying Agent, of amounts which are then due
to the Paying Agent under the Resolution (as specified in the Demand for Payment) up to
but not in excess of the Surety Bond Coverage, as defined in the Reserve Fund Surety Bond;
provided, however, that in the event that the amount on deposit in, or credited to, the
Reserve Fund, in addition to the amount available under the Reserve Fund Surety Bond,
includes amounts available under a letter of credit, insurance policy, Reserve Fund Surety
Bond or other such funding instrument (the "Additional Funding Instrument"), draws on
the Reserve Fund Surety Bonds and the Additional Funding Instrument shall be made on a
pro rata basis to fund the insufficiency.
(b) The Paying Agent shall, after submitting to Ambac Assurance the Demand for
Payment as provided in (a) above, make available to Ambac Assurance all records relating
the funds and accounts maintained under the Resolution.
(c) The Paying Agent shall, upon receipt of moneys received from the draw on the
Reserve Fund Surety Bonds, as specified in the Demand for Payment, credit the Reserve
Fund to the extent of moneys received pursuant to such Demand.
(d) The Reserve Fund shall be replenished in the following priority: (i) principal and
interest on the Reserve Fund Surety Bond shall be paid from first available revenues; (ii)
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after all such amounts are paid in full, amounts necessary to fund the Reserve Fund to the
required level, after taking into account the amounts available under the Reserve Fund
Surety Bond shall be deposited from next available revenues.
Consent of Ambac Assurance
Any provision of this Resolution expressly recognizing or granting rights in or to Ambac
Assurance may not be amended in any manner which affects the rights of Ambac Assurance
hereunder without the prior written consent of Ambac Assurance. Ambac Assurance reserves
the right to charge the City a fee for any consent or amendment to the Resolution while the
Reserve Fund Surety Bond is outstanting.
Notices to be sent to the attention ofthe SURVEILLANCE DEPARTMENT:
A. While the Reserve Fund Surety Bond is in effect, the City or the Paying Agent shall
furnish to Ambac Assurance, upon request, the following:
(a) a copy of any financial statement, audit and/or annual report of the City
(b) such additional information it may reasonably request.
Upon request, such information shall be delivered at the City's expense to the attention of the
Surveillance Department, unless otherwise indicated.
B. a copy of any notice to be given to the registered owners of the Series 2003 Bonds,
including, without limitation, notice of any redemption of or defeasance of Series 2003
Bonds, and any certificate rendered pursuant to this Resolution relating to the security
for the Series 2003 Bonds.
C. To the extent that the City has entered into a continuing disclosure agreement with
respect to the Series 2003 Bonds, Ambac Assurance shall be included as party to be
notified.
Notices to be sent to the attention of the GENERAL COUNSEL OFFICE:
A. The City shall notify Ambac Assurance of any failure of the City to provide relevant
notices, certificates, etc.
B. Notwithstanding any other provision of this Resolution, the City shall immediately
notify Ambac Assurance if at any time there are insufficient moneys to make any
payments of principal and/or interest as required and immediately upon the occurrence
of any event of default hereunder.
Other Information to be given to Ambac Assurance:
The City will permit Ambac Assurance to discuss the affairs, finances and accounts of
the City or any information Ambac Assurance may reasonably request regarding the security
for the Series 2003 Bonds with appropriate officers of the City. The City will permit Ambac
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Assurance to have access to the Additional 2003 Project and have access to and to make copies
of all books and records relating to the Series 2003 Bonds at any reasonable time.
SECTION 2.04. Execution of Series 2003 Bonds. The Series 2003 Bonds shall
be signed by, or bear the facsimile signature of, the Mayor and shall be signed by, or bear
the facsimile signature of, the Clerk and a facsimile or an original impression of the official
seal of the City shall be imprinted on the Series 2003 Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on
any Series 2003 Bond shall cease to be such officer before the delivery of such Series 2003
Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all
purposes the same as if he has remained in office until such delivery. Any Series 2003
Bond may bear the facsimile signature of or may be signed by such persons who, at the
actual time of the execution of such Series 2003 Bond, shall be the proper officers to sign
such Series 2003 Bond although at the date of such Series 2003 Bond such persons may not
have been such officers.
SECTION 2.05. Authentication. Only such of the Series 2003 Bonds as shall
have endorsed thereon a certificate of authentication substantially in the form hereinbelow
set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any
benefit or security under this Supplemental 2003 Resolution and the Original Instrument.
No Series 2003 Bond shall be valid or obligatory for any purpose unless and until such
certificate of authentication shall have been duly executed by the Registrar, and such
certificate of the Registrar upon any such Series 2003 Bond shall be conclusive evidence
that such Series 2003 Bond has been duly authenticated and delivered under this
Supplemental 2003 Resolution. The Registrar's certificate of authentication on any Series
2003 Bond shall be deemed to have been duly executed if signed by an authorized officer of
the Registrar, but it shall not be necessary that the same officer sign the certificate of
authentication of all of the Series 2003 Bonds that may be issued hereunder at anyone
time.
SECTION 2.06. Privilege of Redemption. The City shall have the right to
redeem any or all of the Series 2003 Bonds in whole or in part, as shall be determined by
Section 2.08 hereof.
SECTION 2.07. Form of Series 2003 Bonds. The text of the Series 2003 Bonds,
together with the certificate of authentication, shall be in substantially the form as set forth
in the Original Instrument, with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Mayor prior to the issuance thereof (which
necessity and/or desirability and approval shall be presumed by the City's delivery of the
Series 2003 Bonds to the purchaser or purchasers thereof).
SECTION 2.08. Sale of Series 2003 Bonds. Subject to the terms and conditions
of this Section 2.08, the Series 2003 Bonds may be sold in a negotiated sale to the
Underwriters upon the terms and conditions set forth herein and in the Bond Purchase
Agreement, the form of which is attached hereto as Exhibit F and incorporated by
reference. The form of the Bond Purchase Agreement is hereby approved by the City, and
the City hereby authorizes the Mayor or Mayor Pro- Tem of the City to execute and deliver
and the Clerk to attest to said Bond Purchase Agreement in the name of and on behalf of
the City, the form and legality of which is to be approved by the City Attorney, all of the
provisions of which, when executed and delivered by the City as authorized herein shall be
12
deemed to be a part of this instrument as fully and to the same extent as if incorporated
verbatim herein.
The City hereby delegates to the Mayor and the City Manager of the City the
authority (a) to determine (i) the dated date, (ii) the maturity dates and amounts, (iii) the
interest rates and payment dates, (iv) the redemption features, (v) the Amortization
Installments for the Term Bonds, if any, (vi) the delivery date, and (vii) all other details of
the Series 2003 Bonds not otherwise set forth herein; and (b) to take such further action as
shall be required for carrying out the purposes of this Supplemental 2003 Resolution all
with respect to the Series 2003 Bonds; and (c) to execute and deliver, on behalf of the City,
the Bond Purchase Agreement as provided above; provided, however, that the Mayor and
the City Manager shall not take any action pursuant to this Section 2.08 unless the Mayor
and the City Manager shall have received from the Underwriters such information as the
Mayor and the City Manager shall deem necessary, upon the advice of the City's Financial
Advisor and the City's Bond Counsel, in order to demonstrate that (i) the par amount of the
Series 2003 Bonds is not in excess of $15,000,000, (ii) the true interest cost rate of the
Series 2003 Bonds is not more than 5.30%, (iii) the final maturity of the Series 2003 Bonds
is not later than October 1, 2035, and (iv) the underwriting discount is not greater than 1%
of the original principal amount of the Series 2003 Bonds.
13
ARTICLE III
REGISTRAR, PAYING AGENT, ESCROW AGENT,
INSURER AND ACCOUNTANT MATTERS
SECTION 3.01. Registrar and Paying Agent for the Series 2003 Bonds. The
Registrar and Paying Agent for the Series 2003 Bonds shall be SunTrust Bank, Orlando,
Florida; and the Mayor and the Clerk are hereby authorized to execute and deliver on
behalf of the City a registrar and paying agency agreement in a form which shall be
approved by the City's Attorney.
SECTION 3.02. Escrow Agent; Escrow Deposit Agreement. The City hereby
authorizes and directs the Mayor and the City Clerk to execute the Escrow Deposit
Agreement and to deliver the Escrow Deposit Agreement to SunTrust Bank, Orlando,
Florida, which is hereby appointed as Escrow Agent thereunder. All of the provisions of the
Escrow Deposit Agreement when executed and delivered by the City as authorized herein
and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to
be a part of this Supplemental 2003 Resolution as fully and to the same extent as if
incorporated verbatim herein, and the Escrow Deposit Agreement shall be in substantially
the form of the Escrow Deposit Agreement attached hereto as Exhibit C with such changes,
amendments, modification, omissions and additions, including the date of such Escrow
Deposit Agreement, as may be approved by said Mayor and the City Clerk. Execution by
the Mayor and the City Clerk of the Escrow Deposit Agreement shall be deemed to be
conclusive evidence of approval of such changes. The Mayor, the City Clerk, the Finance
Director, City Attorney, Bond Counsel, the City's financial advisor and the Escrow Agent
are hereby authorized and directed to execute and file all documents necessary to purchase
or subscribe to the Escrow Securities (as defined in the Escrow Deposit Agreement) on
behalf of the City.
SECTION 3.03. Preparation of Accountant's Certificate. Prior to the issuance
of the Series 2003 Bonds, the accounting firm of McDirmit, Davis, Puckett & Co., LLC as
independent certified public accountants shall prepare and file the certificate required by
Section 5.02 of the Original Instrument, in order to issue the Series 2003 Bonds as
Additional Bonds under the Original Instrument.
SECTION 3.04. Appointment of Bond Insurer for Series 2003 Bonds. The
Bond Insurer for the Series 2003 Bonds shall be Ambac Assurance Corporation.
SECTION 3.05. Purchase of Bond Insurance and Reserve Fund Surety
Bond. The purchase of Policy from the Bond Insurer to irrevocably guarantee the payment
of principal of and interest on the Series 2003 Bonds is hereby authorized in accordance
with the terms of the Commitment for the Policy, the form of which is attached hereto as
Exhibit D. The purchase of the Reserve Fund Surety Bond from the Bond Insurer is hereby
authorized.
The City is hereby authorized and directed to purchase a surety bond from the Bond
Insurer (the "Reserve Fund Surety Bond") relating to the Series 2003 Bonds to be deposited
in the Reserve Fund, and payment for such Reserve Fund Surety Bond to the Bond Insurer
is hereby authorized from Series 2003 Bond proceeds. The City hereby authorizes the
execution of the Reserve Fund Guaranty Agreement with the Bond Insurer (the
"Agreement") in the form attached as Exhibit E relating to the issuance of the Reserve
14
Fund Surety Bond for the Reserve Fund in conjunction with the issuance of the Series 2003
Bonds and to deliver said Agreement to the Bond Insurer, and does hereby direct the
execution and delivery of said Agreement. All of the provisions of said Agreement, when
executed and delivered by the City as authorized herein and when duly authorized,
executed and delivered by the Bond Insurer, shall be deemed to be a part of this
Supplemental 2003 Resolution as fully and to the same extent as if incorporated verbatim
in the appropriate sections.
SECTION 3.06. Terms Regarding Series 2003 Bonds Insurance Policy. The
City hereby covenants, represents, and expressly agrees to the following terms and
provisions as such are necessary and desirable in order to obtain the Policy.
As long as the Policy shall be in full force and effect, the City and the Paying Agent
agree to comply with the following provisions:
(a) At least one (1) day prior to all Interest Payment Dates, the Paying Agent will
determine whether there will be sufficient funds in the funds and accounts to pay the
principal of or interest on the Series 2003 Bonds on such Interest Payment Date. If the
Paying Agent determines that there will be insufficient funds in such funds or
accounts, the Paying Agent shall so notify Ambac Assurance. Such notice shall specify
the amount of the anticipated deficiency, the Series 2003 Bonds to which such
deficiency is applicable and whether such Series 2003 Bonds will be deficient as to
principal or interest, or both. If the Paying Agent has not so notified Ambac Assurance
at least one (1) day prior to an Interest Payment Date, Ambac Assurance will make
payments of principal or interest due on the Series 2003 Bonds on or before the first
(1st) day next following the date on which Ambac Assurance shall have received notice
of nonpayment from the Paying Agent.
(b) the Paying Agent shall, after giving notice to Ambac Assurance as provided in (a)
above, make available to Ambac Assurance and, at Ambac Assurance's direction, to
The Bank of New York, in New York, New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the
registration books of the City maintained by the Paying Agent and all records relating
to the funds and accounts maintained under the Resolution.
(c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee with a
list of registered owners of Series 2003 Bonds entitled to receive principal or interest
payments from Ambac Assurance under the terms of the Policy, and shall make
arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered
owners of Series 2003 Bonds entitled to receive full or partial interest payments from
Ambac Assurance and (ii) to pay principal upon Series 2003 Bonds surrendered to the
Insurance Trustee by the registered owners of Series 2003 Bonds entitled to receive full
or partial principal payments from Ambac Assurance.
(d) the Paying Agent shall, at the time it provides notice to Ambac Assurance pursuant
to (a) above, notify registered owners of Series 2003 Bonds entitled to receive the
payment of principal or interest thereon from Ambac Assurance (i) as to the fact of
such entitlement, (ii) that Ambac Assurance will remit to them all or a part of the
15
interest payments next coming due upon proof of Holder entitlement to interest
payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance
Trustee, of an appropriate assignment of the registered owner's right to payment, (iii)
that should they be entitled to receive full payment of principal from Ambac
Assurance, they must surrender their Series 2003 Bonds (along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee to permit
ownership of such Series 2003 Bonds to be registered in the name of Ambac Assurance)
for payment to the Insurance Trustee, and not the Paying Agent and (iv) that should
they be entitled to receive partial payment of principal from Ambac Assurance, they
must surrender their Series 2003 Bonds for payment thereon first to the Paying Agent
who shall note on such Series 2003 Bonds the portion of the principal paid by the
Paying Agent and then, along with an appropriate instrument of assignment in form
satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay
the unpaid portion of principal.
(e) in the event that the Paying Agent has notice that any payment of principal of or
interest on an Series 2003 Bonds which has become Due for Payment and which is
made to a Holder by or on behalf of the City has been deemed a preferential transfer
and theretofore recovered from its registered owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with the final,
nonappealable order of a court having competent jurisdiction, the Paying Agent shall,
at the time Ambac Assurance is notified pursuant to (a) above, notify all registered
owners that in the event that any registered owner's payment is so recovered, such
registered owner will be entitled to payment from Ambac Assurance to the extent of
such recovery if sufficient funds are not otherwise available, and the Paying Agent
shall furnish to Ambac Assurance its records evidencing the payments of principal of
and interest on the Series 2003 Bonds which have been made by the Paying Agent and
subsequently recovered from registered owners and the dates on which such payments
were made.
(f) in addition to those rights granted Ambac Assurance under this Resolution, Ambac
Assurance shall, to the extent it makes payment of principal of or interest on Series
2003 Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Policy, and to evidence such subrogation (i) in the
case of subrogation as to claims for past due interest, the Paying Agent shall note
Ambac Assurance's rights as subrogee on the registration books of the City maintained
by the Paying Agent upon receipt from Ambac Assurance of proof of the payment of
interest thereon to the registered owners of the Series 2003 Bonds, and (ii) in the case
of subrogation as to claims for past due principal, the Paying Agent shall note Ambac
Assurance's rights as subrogee on the registration books of the City maintained by the
Paying Agent upon surrender of the Series 2003 Bonds by the registered owners
thereof together with proof of the payment of principal thereof.
1. The Paying Agent may be removed at any time, at the request of Ambac Assurance, for
any breach of the Trust set forth herein.
2. Ambac Assurance shall receive prior written notice of any or Paying Agent resignation.
16
3. Every successor Paying Agent appointed pursuant to this Section shall be a trust company
or bank in good standing located in or incorporated under the laws of the State, duly
authorized to exercise trust powers and subject to examination by federal or state
authority, having a reported capital and surplus of not less than $75,000,000 and
acceptable to Ambac Assurance. Any successor Paying Agent shall not be appointed unless
Ambac Assurance approves such successor in writing.
4. Notwithstanding any other provision of this Resolution, in determining whether the rights
of the Holders will be adversely affected by any action taken pursuant to the terms and
provisions of this Resolution, the Paying Agent shall consider the effect on the Holders as
if there were no Policy.
5. Notwithstanding any other prOVISIon of this Resolution, no removal, resignation or
termination of the Paying Agent shall take effect until a successor, acceptable to Ambac
Assurance, shall be appointed.
Ambac Assurance As Third Party Beneficiarv
To the extent that this Resolution confers upon or gives or grants to Ambac Assurance
any right, remedy or claim under or by reason of this Resolution, Ambac Assurance is hereby
explicitly recognized as being a third-party beneficiary hereunder and may enforce any such
right remedy or claim conferred, given or granted hereunder.
Parties Interested Herein
Nothing in this Resolution expressed or implied is intended or shall be construed to
confer upon, or to give or grant to, any person or entity, other than the City, Ambac
Assurance, the Paying Agent and the registered owners of the Series 2003 Bonds, any right,
remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation
hereof, and all covenants, stipulations, promises and agreements in this Resolution contained
by and on behalf of the City shall be for the sole and exclusive benefit of the City, Ambac
Assurance, the Paying Agent and the registered owners of the Series 2003 Bonds.
Consent of Ambac Assurance
Any provision of this Resolution expressly recognizing or granting rights in or to
Ambac Assurance may not be amended in any manner which affects the rights of Ambac
Assurance hereunder without the prior written consent of Ambac Assurance. Ambac
Assurance reserves the right to charge the City a fee for any consent or amendment to the
Resolution while the Policy is outstanding.
Consent of Ambac Assurance in Addition to Holder Consent
Unless otherwise provided in this Section, Ambac Assurance's consent shall be
required in addition to Holder consent, when required, for the following purposes: (i)
execution and delivery of any supplemental Resolution; (ii) removal of the Paying Agent and
selection and appointment of any successor paying agent; and (iii) initiation or approval of any
action not described in (i) or (ii) above which requires Holder consent.
17
Consent of Ambac Assurance in the Event of Insolvency
Any reorganization or liquidation plan with respect to the City must be acceptable to
Ambac Assurance. In the event of any reorganization or liquidation, Ambac Assurance shall
have the right to vote on behalf of all Holders who hold Ambac Assurance-insured Series 2003
Bonds absent a default by Ambac Assurance under the applicable Policy insuring such Series
2003 Bonds.
Consent of Ambac Assurance Upon Default
Anything in this Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an event of default as defined herein, Ambac Assurance shall be entitled to
control and direct the enforcement of all rights and remedies granted to the Holders or the
Paying Agent for the benefit of the Holders under this Resolution.
Defeasance
Notwithstanding anything herein to the contrary, in the event that the principal and/or
interest due on the Series 2003 Bonds shall be paid by Ambac Assurance pursuant to the
Policy, the Series 2003 Bonds shall remain Outstanding for all purposes, not be defeased or
otherwise satisfied and not be considered paid by the City, and the assignment and pledge of
the Pledged Funds and all covenants, agreements and other obligations of the City to the
registered owners shall continue to exist and shall run to the benefit of Ambac Assurance, and
Ambac Assurance shall be subrogated to the rights of such registered owners.
Notices to be sent to the attention of the SURVEILLANCE DEPARTMENT:
A. While the Policy is in effect, the City or the Paying Agent shall furnish to Ambac
Assurance, upon request, the following:
(a) a copy of any financial statement, audit and/or annual report of the City
(c) such additional information it may reasonably request.
Upon request, such information shall be delivered at the City's expense to the attention of the
Surveillance Department, unless otherwise indicated.
B. a copy of any notice to be given to the registered owners of the Series 2003 Bonds,
including, without limitation, notice of any redemption of or defeasance of Series 2003
Bonds, and any certificate rendered pursuant to this Resolution relating to the security
for the Series 2003 Bonds.
C. To the extent that the City has entered into a continuing disclosure agreement with
respect to the Series 2003 Bonds, Ambac Assurance shall be included as party to be
notified.
Notices to be sent to the attention of the GENERAL COUNSEL OFFICE:
18
A. The City shall notify Ambac Assurance of any failure of the City to provide relevant
notices, certificates, etc.
B. Notwithstanding any other provision of this Resolution, the City shall immediately
notify Ambac Assurance if at any time there are insufficient moneys to make any
payments of principal and/or interest as required and immediately upon the occurrence
of any event of default hereunder.
Other Information to be given to Ambac Assurance:
The City will permit Ambac Assurance to discuss the affairs, finances and accounts of
the City or any information Ambac Assurance may reasonably request regarding the
security for the Series 2003 Bonds with appropriate officers of the City. The City will
permit Ambac Assurance to have access to the Additional 2003 Project and have access
to and to make copies of all books and records relating to the Series 2003 Bonds at any
reasonable time.
Ambac Assurance shall have the right to direct an accounting at the City's
expense, and the City's failure to comply with such direction within thirty (30) days after
receipt of written notice of the direction from Ambac Assurance shall be deemed a default
hereunder; provided, however, that if compliance cannot occur within such period, then such
period will be extended so long as compliance is begun within such period and diligently
pursued, but only if such extension would not materially adversely affect the interests of any
registered owner of the Series 2003 Bonds.
SECTION 3.07 Federal Income Tax Covenants.
(A) The City covenants with the Holders of the Series 2003 Bonds (other than
Taxable Bonds), that it shall not use the proceeds of such Series 2003 Bonds in any manner
which would cause the interest on such Series 2003 Bonds to be or become includable in the
gross income of the Holder thereof for federal income tax purposes.
(B) The City covenants with the Holders of the Series 2003 Bonds (other than
Taxable Bonds) that neither the City nor any Person under its control or direction will
make any use of the proceeds of the Series 2003 Bonds (or amounts deemed to be proceeds
under the Code) in any manner which would cause the Series 2003 Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Code and neither the City nor any other
Person shall do any act or fail to do any act which would cause the interest on the Series
2003 Bonds to become includable in the gross income of the Holder thereof for federal
income tax purposes.
(C) The City hereby covenants with the Holders of the Series 2003 Bonds (other
than Taxable Bonds) that it will comply with all provisions of the Code necessary to
maintain the exclusion of interest on the Series 2003 Bonds from the gross income of the
Holder thereof for federal income tax purposes, including, in particular, the payment of any
amount required to be rebated to the U.S. Treasury pursuant to the Code.
19
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Rate Covenant. Notwithstanding anything to the contrary, if the
City is not in compliance with the rate covenant pursuant to the Original Instrument at the
end of any fiscal year, the City covenants and agrees to conduct an independent rate study
within sixty (60) days and then implement the recommended rates or another plan
approved by the Bond Insurer within six (6) months.
SECTION 4.02. Preliminary Official Statement; Official Statement. The City
hereby ratifies and approves the form of the Preliminary Official Statement attached hereto
as Exhibit B. The City hereby authorizes execution by the Mayor and the City Manager,
and the delivery of, a final Official Statement which incorporates the terms and provisions
set forth in the final executed Bond Purchase Agreement. The Mayor and the City
Manager are hereby authorized to deem such Preliminary Official Statement as "final"
within the meaning of Rule 15c-2-12 of the Securities and Exchange Commission, except for
certain "permitted omissions" as defined in such rule.
SECTION 4.03. Continuing Disclosure. The City hereby covenants and agrees
that, in order to assist the Underwriter in complying with the Continuing Disclosure Rule
with respect to the Series 2003 Bonds, it will comply with and carry out all of the provisions
of the Continuing Disclosure Certificate to be executed by the City prior to the time the City
delivers the Series 2003 Bonds to the underwriter or underwriters, as it may be amended
from time to time in accordance with the terms thereof. The Continuing Disclosure
Certificate, substantially in the form attached hereto as Exhibit A, is hereby approved and
ratified. Notwithstanding any other provision of this Supplemental 2003 Resolution,
failure of the City to comply with such Continuing Disclosure Certificate shall not be
considered an Event of Default hereunder or thereunder. However, the Continuing
Disclosure Certificate shall be enforceable by the Series 2003 Bondholders in the event that
the City fails to cure a breach thereunder within a reasonable time after written notice
from a Series 2003 Bondholder to the City that a breach exists. Any rights of the Series
2003 Bondholders to enforce the provisions of the covenant shall be on behalf of all Series
2003 Bondholders and shall be limited to a right to obtain specific performance of the City's
obligations thereunder.
SECTION 4.04. Book Entry Only System. The person in whose name any Series
2003 Bond shall be registered shall be deemed and regarded as the absolute owner thereof
for all purposes, and payment of or on account of the principal or redemption price of any
such Series 2003 Bond, and the interest on any such Series 2003 Bonds (or, in the case of
the Capital Appreciation Bonds, Compounded Amounts with respect thereto), shall be made
only to or upon the order of the registered owner thereto or his legal representative. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such
Series 2003 Bond including the premium, if any, and interest thereon to the extent of the
sum or sums so paid.
A blanket letter of representation dated as of October 6, 1998 was entered into by
the City with respect to DTC (the "Letter of Representation"). It is intended that the Series
20
2003 Bonds be registered so as to participate in a global book-entry system with DTC as set
forth herein and in such Letter of Representation. The Series 2003 Bonds shall be initially
issued in the form of a single fully registered Bond of each maturity. Upon initial issuance,
the ownership of such Series 2003 Bonds shall be registered by the Registrar in the name of
Cede & Co., as nominee for DTC. With respect to Series 2003 Bonds registered by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, Registrar and Paying
Agent shall have no responsibility or obligation to any broker-dealer, bank or other
financial institution for which DTC holds Series 2003 Bonds from time to time as securities
depositary (each such broker-dealer, bank or other financial institution being referred to
herein as a "Depository Participant") or to any person on behalf of whom such a Depository
Participant holds an interest in the Series 2003 Bonds (each such person being herein
referred to as an "Indirect Participant"). Without limiting the immediately preceding
sentence, the City, Registrar and Paying Agent shall have no responsibility or obligation
with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository
Participant with respect to the ownership interest in the Series 2003 Bonds, (b) the delivery
to any Depository Participant or any Indirect Participant or any other person, other than a
registered owner of a Series 2003 Bond as shown in the Bond Register, of any notice with
respect to the Series 2003 Bonds, including any notice of redemption or (c) the payment to
any Depository Participant or Indirect Participant or any other person, other than a
registered owner of a Series 2003 Bond as shown in the Bond Register, of any amount with
respect to principal of, premium, if any, or interest on, the Series 2003 Bonds. No person
other than a registered owner of a Series 2003 Bond as shown in the Bond Register shall
receive a Series 2003 Bond certificate with respect to any Series 2003 Bond. Upon delivery
by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with
respect to the payment of interest by the mailing of checks or drafts to the registered
owners of Series 2003 Bonds appearing as registered owners in the registration books
maintained by the Registrar at the close of business on regular record date, the name "Cede
& Co." in this Supplemental 2003 Resolution shall refer to such new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Agreement
among the City, the Paying Agent and DTC evidenced by the Representation Letter shall be
terminated for any reason or (c) the City determines that it is in the best interests of the
beneficial owners of the Series 2003 Bonds that they be able to obtain certificated Series
2003 Bonds, the City shall notify DTC of the availability through DTC of Series 2003 Bond
certificates and the Series 2003 Bonds shall no longer be restricted to being registered in
the Bond register in the name of Cede & Co., as nominee of DTC. At that time, the City
may determine that the Series 2003 Bonds shall be registered in the name of and deposited
with a successor depository operating a universal book-entry system, as may be acceptable
to the City, or such depository's agent or designee, and if the City does not select such
alternate universal book-entry system, then the Series 2003 Bonds may be registered in
whatever name or names registered owners of Series 2003 Bonds transferring or changing
Series 2003 Bonds designate, in accordance with the provisions hereof. Notwithstanding
any other provision of this Supplemental 2003 Resolution to the contrary, so long as any
Series 2003 Bond is registered in the name of Cede & Co., as nominee ofDTC, all payments
with respect to principal of, premium, if any, and interest on such Series 2003 Bond and all
notices with respect to such Series 2003 Bond shall be made and given, respectively, in the
manner provided in the Letter of Representation.
21
SECTION 4.05. Redemption of Refunded Bonds. The Refunded Bonds
scheduled to mature on October 1, 2004 and thereafter are hereby irrevocably called for
redemption on any date after October 1, 2003 at 102% of the principal amount thereof. The
Paying Agent is hereby authorized and directed to provide written notice of such
redemption to the paying agent for the Refunded Bonds being called for redemption and
such paying agent shall provide written notice at least thirty (30) days prior to the
redemption date to each of the registered owners of such Refunded Bonds at their
respective addresses as they appear on the registration books of the registrar for the
Refunded Bonds.
SECTION 4.06. Severability of Invalid Provisions. !if anyone or more of the
covenants, agreements or provisions of this Supplemental 2003 Resolution shall be held
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, or shall in any manner adversely affect the validity of the Series 2003 Bonds, then
such covenants, agreements or provisions shall be null and void and shall be deemed
separable from the remaining covenants, agreements and provisions of this Supplemental
2003 Resolution and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or of the Series 2003 Bonds issued hereunder.
SECTION 4.07. Effective Date. This Supplemental 2003 Resolution shall take
effect immediately upon its adoption.
DULY ADOPTED this 18th day of November, 2003.
(SEAL)
CITY COMMISSION OF THE CITY OF
OCOEE.. ' FL. ORI~D
J::--7
C- "
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE, APPROVED AS.J'O
FORM AND LEGALITY, THIS , (f DAY
n/rJt7CdtJ
FOLEY & LARDNER
C If71rl1()((\~
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
NOVEMBER 18, 2003 UNDER AGENDA
ITEM NO. ~
22
EXHIBIT A
FORM OF CONTINUING DISCLOSURE CERTIFICATE
A-I
CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE ("Certificate") is executed and
delivered by the CITY OF OCOEE, FLORIDA (the "City" or the "Issuer"), in connection with
the issuance of its $14,000,000 Water and Sewer System Refunding and Improvement Revenue
Bonds, Series 2003 (the "Bonds").
WITNESSETH:
WHEREAS, the Bonds are being issued pursuant to Chapter 166, Florida Statutes, the
Charter of the City and other applicable provisions of Florida law, and Resolution No. 93-02,
adopted by the City Commission of the City on February 2, 1993, as supplemented by
Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No.
96-32, adopted by the City Commission on December 3, 1996, and as amended and
supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on
November 18,2003, authorizing the Series 2003 Bonds (collectively, the "Resolution"); and
WHEREAS, the Disclosure Rule (hereinafter defined) imposes certain obligations on the
City; and
WHEREAS, the City now desires to enter into this Certificate with respect to the
Disclosure Rule;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and incorporated
herein by this reference. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Resolution.
2. Definitions.
"Annual Report" shall mean any Annual Report provided by the City pursuant to,
and as described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other
intermediaries); or (b) is treated as the owner of any Bonds for federal income tax I
purposes.
"Business Day" shall mean a day other than a Saturday, Sunday or a day on which
the New York Stock Exchange is closed.
{OR687576;1}
"Disclosure Rule" shall mean Rule l5c2-l2(b)(5) promulgated by the Securities
and Exchange Commission under the authority of the Securities Exchange Act of 1934,
as the same may be amended or officially interpreted by the Securities and Exchange
Commission from time to time.
"Dissemination Agent" shall mean the City or any successor Dissemination Agent
designated in writing by the City and which has filed with the City written acceptance of
such designation.
"Fiscal Year" shall mean the period commencing on October 1 and ending on
September 30 of the next succeeding year, or such other period of time provided by
applicable law.
"Listed Events" shall mean any of the events listed in Section 5( a) hereof.
"National Repository" shall mean any Nationally Recognized Municipal
Securities Information Repository for purposes of the Disclosure Rule. Currently, the
following are National Repositories:
Bloomberg Municipal Repository
101 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
Email: Munis@Bloomberg.com
Standard & Poor's J.J. Kenny Repository
55 Water Street 45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Email: nrmsir_repository@sandp.com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390
(Secondary Market Information)
Fax: (212) 771-7391
(Primary Market Information)
Email: NRMSIR@FTID.com
DPC Data, Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
Email: nrmsir@dpcdata.com
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who
either generally or through an enterprise fund or account of such persons are committed
by contract or other arrangement to support payment of all or a part of the obligations on
such Bonds, which person is the City.
{ OR687576;l}
2
"Participating Underwriter" shall mean the original underwriters of the Bonds that
are required to comply with the Disclosure Rule in connection with the offering of such
Bonds.
"Repository" shall mean each National Repository and each State Repository.
"State Repository" shall mean any public or private repository or entity
designated by the State of Florida as a state repository for the purpose of the Disclosure
Rule and recognized as such by the Securities and Exchange Commission. As of this
date, no such designation has been made by the State of Florida.
3. Provision of Annual Reports.
(a) Not later than April 30 of each year commencing April 30, 2004, the City
shall provide an Annual Report consistent with the requirements of Section 4 below to each
Repository. The Annual Report may be submitted as a single document or as separate
documents comprising a package; provided that the City's annual audited financial statements
(the "Audit") may be submitted separately from the balance of the Annual Report and later than
the date required above for the filing of the Annual Report if they are not available by that date
provided in such event unaudited financial statements shall be delivered in a format similar to the
audited financial statements contained in the final Official Statement (hereinafter defined) for the
Bonds together with the balance of the Annual Report. If the City's Fiscal Year changes, the
City shall give notice of such change in the same manner as for a Listed Event under Section 5.
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a)
above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the
Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to (i) each National Repository or the
Municipal Securities Rulemaking Board, and (ii) the State Repository in substantially the form
attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the
Annual Report the name and address of each National Repository and the State
Repository, if any; and
(ii) if the Dissemination Agent is other than the Issuer, file a
report with the Issuer certifying that the Annual Report has been provided
pursuant to this Disclosure Certificate, stating the date it was provided and listing
all the Repositories to which it was provided.
{OR687576;1 }
3
4. Contents of Annual Report. The Annual Report shall contain or incorporate by
reference the following:
(a) The Audit for the immediately preceding Fiscal Year, prepared in
accordance with generally accepted accounting principles applicable to operations of the City, as
same may be modified from time to time by Florida statutory requirements and the governmental
accounting standards promulgated by the Government Accounting Standards Board.
If the Issuer's audited financial statements are not available by the time the Annual
Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited
financial statements in a format similar to the financial statements contained in the final Official
Statement dated , 2003 (the "Official Statement"), and the audited financial
statements shall be filed in the same manner as the Annual Report when they become available;
and
(b) An update of the financial information and operating data contained in the
Official Statement under the sections captioned "THE SYSTEM" and "HISTORICAL AND
PROJECTED SCHEDULE OF NET REVENUES AND DEBT SERVICE"
The information provided under Section 4(b) may be included by specific reference to
other documents, including official statements of debt issues of the Issuer or related public
entities, which have been submitted to each of the Repositories or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify
each such other document so included by reference.
5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to
be given, notice of the occurrence of any of the following Listed Events with respect to the
Bonds, if material:
(i) Delinquency in payment when due of principal or interest
on the Bonds;
(ii) Non-payment related defaults;
(iii) Amendment to the Resolution modifying the rights of the
Holders of the Bonds;
(iv) Optional, contingent or unscheduled prepayment of the
Bonds;
(v) Defeasance of the Bonds or any portion thereof;
(vi) Any change in any rating of the Bonds;
{OR687576;1} 4
(vii) Adverse tax opinions or events adversely affecting the tax-
exempt status of the interest on the Bonds;
(viii) Any unscheduled draw on the reserve account for the
Bonds reflecting financial difficulties; and
(ix) The release, substitution, or sale of any property securing
repayment of the Bonds or any portion thereof.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event,
the City shall, as soon as possible, determine if such event would be material under applicable
federal securities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii) or
(viii) shall always be deemed to be material.
(c) If the City has determined that knowledge of the occurrence of a Listed
Event would be material under applicable federal securities laws, the City shall promptly report
the occurrence pursuant to subsection (d) below.
(d) If the City determines that the Listed Event would be material under
applicable federal securities laws, the City shall file a notice of such occurrence with the
Municipal Securities Rulemaking Board or each National Repository and the State Repository.
Each such notice shall be captioned "Material Event Notice" and shall prominently state the date,
title and CUSIP numbers of the Bonds to which it relates.
6. Termination of Reporting Obligations. The obligations of the City hereunder
shall terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding
Bonds or upon the termination of the continuing disclosure requirements of the Disclosure Rule
by legislative, judicial or administrative action. If such termination occurs prior to the final
maturity of the Bonds, the City shall give notice of such termination in the same manner as for a
Listed Event under Section 5( d).
7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent other than itself to assist it in carrying out its obligations hereunder and
may discharge any such Dissemination Agent with or without appointing a successor
Dissemination Agent.
8. Obligated Persons. The Obligated Person with respect to the Bonds shall be the
City.
9. Default. In the event of a failure of the City or the Dissemination Agent to
comply with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding
Bonds may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the City or the Dissemination Agent, as the case
may be, to comply with its obligations under this Certificate. Notwithstanding any other
proyision of the Resolution to the contrary, failure of the City or the Dissemination Agent to
{OR687576;1}
5
comply with the requirements of this Certificate shall not be considered an event of default under
the Resolution, and the sole remedy under this Certificate in the event of any failure of the City
or Dissemination Agent to comply with the provisions of this Certificate shall be an action to
compel performance.
10. Amendment: Waiver. Notwithstanding any other provision hereof, the City and
the Dissemination Agent may amend the provisions of this Certificate without consent of the
Holders or Beneficial Owners of Bonds and any provision of this Certificate may be waived
provided the undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Disclosure
Rule at the time of the original issuance of the Bonds, after taking into account any amendments
or interpretations of the Disclosure Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or, in the case
of a change of accounting principles, on the presentation) of financial information or operating
data being presented by the City. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements: (i) notice of such change shall be
given in the same manner as for a Listed Event under Section 5(d); and (ii) the Annual Report for
the year in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
11. Additional Information. Nothing herein shall be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this
Certificate or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by
this Certificate. If the City chooses to include any information in an Annual Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Certificate,
the City shall have no obligation to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
12. Purpose of this Certificate. This Certificate constitutes the written undertaking for
the benefit of the Holders and Beneficial Owners of the Bonds required by Section (b)(5)(i) of
the Disclosure Rule.
13. Beneficiaries. The covenants contained herein shall inure solely to the benefit of
the City, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial
Owners from time to time of the Bonds and shall create no rights in any other person or entity.
14. Governing Law. This Certificate shall be governed by the laws of the State of
Florida and Federal law and venue shall be in Orange County, Florida.
{OR687576;1}
6
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the _
day of , 2003.
CITY OF OCOEE, FLORIDA
By:
Mayor
[SEAL]
ATTEST
Clerk
{OR687576; 1 }
7
EXHIBIT" A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer:
City of Ocoee, Florida
Name of Bond Issue:
Water and Sewer System Refunding and Improvement Revenue
Bonds, Series 2003 (the "Bonds")
Date of Issuance:
1, 2003
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to
the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate.
The City anticipates that the Annual Report will be filed by
CITY OF OCOEE, FLORIDA
By:
Name:
Title:
Dated:
{OR687576;l}
EXHIBIT B
FORM OF PRELIMINARY OFFICIAL STATEMENT
B-1
Electronic Distribution of the Official Statement Disclaimer Language
$14,000,000*
CITY OF OCOEE, FLORIDA
Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003
DISCLAIMER
Electronic access to the following Official Statement (including the information incorporated by reference) is being
provided to you as a matter of convenience only. The only official version of the Official Statement is the printed
version available for physical delivery. Although the information contained in the following Official Statement has
been formatted in a manner which should exactly replicate the printed Official Statement, physical appearance may
differ for various reasons, including electronic communication difficulties or particular user equipment. In order to
assure accuracy, users should obtain a copy of and refer to the printed Official Statement. The user of this Official
Statement assumes the risk of any discrepancies between the printed Official Statement and the electronic version of
this document.
Copies of the printed Official Statement may be obtained from:
Tel: (_)_-
This Official Statement and the information contained herein are subject to completion or amendment without
notice. The posting of this Official Statement does not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the securities described in the Official Statement in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such jurisdiction.
By clicking on the hyperlink at the bottom of this page and accessing the following Official Statement, you will
have been deemed to have (i) accepted the provisions of this page, (ii) agreed not to print the Official Statement
except in its entirety, and (iii) consented to the electronic transmission ofthe Official Statement.
* Preliminary, subject to change.
{OR605670; 12}
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PRELI1VIINARY OFFICIAL STATEMENT DATED NOVEMBER _,2003
NEW ISSUE - BOOK-ENTRY ONLY
RATINGS: (See "Ratings" herein)
In the opinion of Bond Counsel, assuming compliance by the City with certain tax covenants, interest on
the Series 2003 Bonds is excluded from gross income for purposes of federal income tax purposes, under existing
statutes, regulations, rulings and court decisions. Bond counsel is further of the opinion that the Series 2003 Bonds
and the income thereof are exempt from all present intangible personal property taxes imposed pursuant to Chapter
199, Florida Statutes. Interest on the Series 2003 Bonds is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2003 Bonds is
taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax
imposed on corporations. See "TAX EXEMPTION" herein.
$14,000,000*
CITY OF OCOEE, FLORIDA
Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003
Dated: November 1, 2003
Due: October 1 (as shown below)
The City of Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series
2003 (the "Series 2003 Bonds") are being issued by the City of Ocoee, Florida (the "City") in fully registered form,
without coupons, in denominations of $5,000 or integral multiples thereof. The principal and the premium, if any,
on the Series 2003 Bonds will be payable upon surrender of the Series 2003 Bonds at the designated corporate office
of SunTrust Bank, Orlando, Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 2003
Bonds is payable semi-annually beginning on April 1, 2004, and on each October I and April 1 thereafter by check
or draft mailed by the Paying Agent to the registered owners thereof at the addresses as shown on the registration
books maintained by the Registrar at the close of business on the fifteenth day of the calendar month immediately
preceding such interest payment date; provided, however, that (i) if ownership of Series 2003 Bonds is maintained in
a book-entry only system by a securities depository, such payment may be made by automatic funds transfer (wire)
to such securities depository or its nominee or (ii) if such Series 2003 Bonds are not maintained in a book-entry only
system by a securities depository, at the written request and expense of a registered owner of $1,000,000 or more of
Series 2003 Bonds, by wire transfer or other medium acceptable to the City and the Paying Agent.
The Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2003 Bonds.
Purchases will be made in book-entry only form and no physical delivery of the Series 2003 Bonds will be made to
Beneficial Owners (as herein defined). Payment of principal of and premium, if any, on the Series 2003 Bonds will
be made to Beneficial Owners by DTC through its Participants (as herein defined). As long as Cede & Co. is the
registered owner of the Series 2003 Bonds, as nominee of DTC, references herein to the holders of the Series 2003
Bonds or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the
Series 2003 Bonds. See "SERIES 2003 BONDS -- Book-Entry Only System" herein.
The Series 2003 Bonds are being issued pursuant to the Constitution and the laws of the State of Florida,
particularly Chapter 166, Part II, Florida Statutes and other applicable provisions of law, the Charter of the City of
Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as supplemented by
Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No. 96-32, adopted by
the City Commission on December 3, 1996 (collectively, the "Original Instrument"), and as amended and
supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November 18, 2003,
authorizing the Series 2003 Bonds (the "Original Instrument" together with Resolution No. 2003-23, collectively,
the "Resolution").
Certain of the Series 2003 Bonds are subject to optional and mandatory redemption prior to
maturity as set forth in this Official Statement.
{OR605670;12}
The Series 2003 Bonds are being issued, together with other legally available funds, to: (i) refund all or a
portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993,
(ii) acquire, construct or reconstruct capital improvements to the City's water and sewer system (the "System") and
finance all property rights, easements, franchises and equipment relating thereto and deemed necessary for the
construction or acquisition or the operation thereof (the "Additional 2003 Project"), (iii) acquire a surety bond in an
amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve
Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds,
including the municipal bond insurance policy premium.
The Series 2003 Bonds and the interest thereon are payable solely from and secured by a prior lien on and
pledge of: (i) the Net Revenues (as defined herein) of the System, (ii) certain System development charges as
described herein, and (iii) until applied in accordance with the provisions of the Resolution, certain moneys,
including investments thereof, in certain of the funds and accounts established by the Resolution (collectively, the
"Pledged Funds"). Such prior lien on and pledge of the Pledged Funds is on a parity with the lien and pledge
granted to the holders of the City's Water and Sewer System Improvement Revenue Bonds, Series 1997 and any
Additional Bonds subsequently issued pursuant to the Resolution.
The Series 2003 Bonds and the interest thereon do not constitute a general indebtedness or general
obligation of the City within the meaning of any constitutional, statutory or charter provision or limitation,
and the City has not pledged its full faith and credit for the payment of the principal of, redemption
premium, if any, and interest on the Series 2003 Bonds and/or the making of any reserve or other payments
provided for in the Resolution. No Series 2003 Bondholder shall ever have the right to require or compel the
exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property
of or in the City, or to use any other funds of the City other than the Pledged Funds, for the payment of the
principal of, redemption premium, if any, and interest on the Series 2003 Bonds or the making of any reserve
or other payments in connection therewith.
Payment of the principal of and interest, when due, on the Series 2003 Bonds will be insured by a
municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of
the Series 2003 Bonds. For a discussion of the terms and provisions of such policy, including the limitations
thereof, see "MUNICIPAL BOND INSURANCE" herein and Appendix G hereto.
[AMBAC LOGO]
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES
AND PRICES OR YIELDS
$ Serial Bonds
Principal
Maturity Amount
Interest
Rate
Price or
Yield
CUSIP
Maturity
Principal
Amount
Interest
Rate
Yield CUSIP
$
$
_% Term Bonds Due October 1,
_% Term Bonds Due October 1,
- Price
- Price
%
%
[Accrued interest to be added]
This cover page contains certain information for quick reference only. It is not a summary of the Series
2003 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an
informed investment decision regarding the Series 2003 Bonds.
The Series 2003 Bonds are offered when, as, and if issued and received by the Underwriters and subject to
the receipt of an opinion as to the validity of the Series 2003 Bonds and certain other matters by Bryant, Miller and
{OR605670; 12}
Olive, P.A., Tampa, Florida, Bond Counsel. Certain legal matters incident to the issuance and delivery of the Series
2003 Bonds will be passed upon for the City by its counsel, Foley & Lardner, Orlando, Florida, and for the
Underwriter by its counsel, Akerman Senterfitt, Orlando, Florida. The City has retained First Southwest Company,
Orlando, Florida, as its financial advisor with respect to the issuance of the Series 2003 Bonds. It is expected that
the Series 2003 Bonds in definitive form will be available for delivery in New York, New York on or about
December _,2003.
WILLIAM R. HOUGH & CO.
SUNTRUST CAPITAL MARKETS
Dated: November _, 2003
· Preliminary, subject to change.
{OR605670;12}
CITY OF OCOEE, FLORIDA
150 North Lakeshore Drive
Ocoee, Florida 34761-2258
(407) 656-2322
MAYOR
S. Scott Vandergrift
COMMISSIONERS
Danny Howell
Scott Anderson
Leon "Rusty" Johnson
Nancy Parker
CITY MANAGER
Jim Gleason
CITY CLERK
Jean Grafton
FINANCE DIRECTOR
Wanda Horton
DIRECTOR OF PUBLIC WORKS
David A. Wheeler, P.E.
CITY ATTORNEYS
Foley & Lardner
Orlando, Florida
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
McDirmit, Davis, Puckett & Company, LLC
Orlando, Florida
CONSUL TING ENGINEER
PEC/Professional Engineering Consultants, Inc.
Orlando, Florida
BOND COUNSEL
Bryant, Miller and Olive, P.A.
Tampa, Florida
FINANCIAL ADVISOR
First Southwest Company
Orlando, Florida
{ OR605670; 12 }
No dealer, broker, salesman or other person has been authorized to give any information or to make any
representations, other than as contained in the Official Statement, in connection with the offering of the Series 2003
Bonds described herein, and if given or made, such information or representations must not be relied upon as having
been authorized by the City or the Underwriters. This Official Statement does not constitute an offer to sell nor the
solicitation of an offer to buy the Series 2003 Bonds, nor shall there be any sale of the Series 2003 Bonds by any
person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.
The information set forth herein has been furnished by the City and by other sources which are believed to
be reliable, but such information is not guaranteed as to completeness and accuracy and is not to be construed as a
representation or contract, by the Underwriters. The information and expressions of opinion stated herein are
subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder
shall, under any circumstances create any implication that there has been no change in the information or opinions
set forth herein after the date of this Official Statement.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2003 BONDS, THE UNDERWRITERS
MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF SUCH SERIES 2003 BONDS OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY FOR
PURPOSES OF RULE 15C2-12 ISSUED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITIED PURSUANT TO
RULE 15C2-12(B)(1).
THE SERIES 2003 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE
RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN
RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR
QUALIFICATION OF THE SERIES 2003 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF
THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2003 BONDS HAVE BEEN
REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN
CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER
THESE STATES NOR ANY OF THEIR AGENCIES HA VE PASSED UPON THE MERITS OF THE SERIES
2003 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATIONS TO THE CONTRARY MAYBE A CRIMINAL OFFENSE.
{OR605670;12}
TABLE OF CONTENTS
Pal!e
SUMMARY STATEMENT ......................................................................................................................... 1
The City 1
The Series 2003 Bonds....................................................................................................................................1
The System.... .................. ....... ........... ..................... ..... ................ ......... ............. ................... ............. .......... .... 1
Purpose of the Series 2003 Bonds................................................................................................................... 1
Security and Sources of Payment for the Bonds; Parity Bonds ......................................................................2
Reserve Fund ......... .... ....... ......... ....... ..... .......... ............ .... ............. ................. ...... ............... .......... ........... ....... 2
Rate Covenant........ ........... ....... ........................ ................................... ............... ......... .................... ................2
Municipal Bond Insurance ..............................................................................................................................2
Additional Bonds................ ......... ........... ................................................ ................ ............... ............... .......... 3
OFFICIAL STATEMENT............................................................................................................................ 4
INTRODUCTION......................................................................................................................................... 4
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS ..................................... 5
General 5
Development Charges.............................................. ...... ................. ..................... .............................. ........ ..... 5
Rate Covenant............................... ................... ....................... .............. .................... .................. ....................6
Reserve Fund .. .............. ......... ......... ....... .......... ..... ............... ........ ......... .... .... ............ ....... ............. ... ...... .........7
Additional Bonds.... ........ ....... .............. ................... ...... ................... ................... ................. ......... ............ ......7
Subordinated Indebtedness.................................................................................................................. ............ 8
Investments................................................................................................................... .................................. 8
Other Covenants..................................................................................................................... ......................... 8
MUNICIPAL BOND INSURANCE............................................................................................................. 9
THE SERIES 2003 BONDS....................................................................................................................... 11
General 11
Registration, Transfer and Exchange ............................................................................................................12
Book-Entry Only System .............................................................................................................................. 12
Optional Redemption..... ............. ......... ................... ............... ................ ........... ............. .......... ..................... 14
Mandatory Redemption...... ....... ........... ................... ........ ....... .............. ............... ....... ............ ................. ...... 14
Notice of Redemption ................................................................................................................................... 15
ESTIMATED SOURCES AND USES OF FUNDS ...................................................................................15
SCHEDULED DEBT SERVICE FOR THE SERIES 2003 BONDS......................................................... 16
THE CITY ...................................................................................................................................................16
History and Organization .............................................................................................................................. 16
THE SySTEM............................................................................................................................................ 17
Introduction.... ........ ................. ............... ......... ............ .......... ..... ........... ............... ..................... .................... 17
Water and Sewer Territorial Agreements......................................................................................................18
Administration .... ............. ............... ............ ........................... ...... ...... ......... ......................... ......................... 18
Employees............................................. ......... ............ ................. ........... ............... ..... ................ ............ ....... 19
~::~ ~~~~:: :::: :::::::::: ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: :::::::::::::::::::::::::::::::::::~::::::::::::: ; i
Water and Wastewater Rates ........................................................................................................................ 22
Revenue and Maintenance Fees; Impact Fees; Other Charges and Deposits ................................................24
Collection Practices; Delinquencies ................. .......... ..... ........ ........ ......... ...... ........... ..... ....... ....... ......... ........24
Regulation.................................................................................................................... ................................. 25
THE ADDITIONAL 2003 PROJECT........................................................................................................ 26
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Introduction................................................................................................................... ................................ 26
Capital Improvements to Sewer System ....................................................................................................... 26
DistributionlCollection!Transmission System Improvements.. .... ...................... .......... .................... ....... ...... 27
The Additional 2003 Project - Summary ......................................................................................................27
SUMMARY OF CONSULTING ENGINEER'S CONCLUSIONS ...........................................................27
HISTORICAL AND PROJECTED SCHEDULE OF NET REVENUES AND DEBT SERVICE
COVERAGE.................................................................................................................................. 28
LEGAL MA TIERS.................................................................................................................................... 30
TAX EXEMP'fION..................................................................................................................................... 30
General 30
Tax Treatment of Original Issue Discount .................................................................................................... 31
Tax Treatment of Original Issue Premium....................................................................................................31
VERIFICATION...................................................................................................................................... ... 32
UNDERWRITING ......................................................................................................................................32
CONTINUING DISCLOSURE ..................................................................................................................32
RA TINGS....................................................................................................................................................33
FINANCIAL STATEMENTS.................................................................................................................... 33
FINANCIAL ADVISOR.............................................................................................................................33
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .............................................33
ENFORCEABILITY OF REMEDIES........................................................................................................ 33
FORWARD LOOKING STATEMENTS ...................................................................................................33
MISCELLANEOUS....................................................................................................................................34
CERTIFICATE AS TO OFFICIAL STATEMENT ...................................................................................35
Appendices
A - General Information Concerning the City of Ocoee and Orange County
B - Engineering Report of Professional Engineering Consultants, Inc.
C - Audited Financial Report of the City
D - Summary of Certain Provisions of the Resolution
E - Form of Bond Counsel's Legal Opinion
F - Form of Continuing Disclosure Certificate
G - Specimen Copy of Municipal Bond Insurance Policy
H - Financial Feasibility Report of Burton & Associates
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SUMMARY STATEMENT
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the facts material to making an
investment decision. The offering of the City of Ocoee, Florida, Water and Sewer System Refunding and
Improvement Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), to potential investors is made only by means
of the entire Official Statement. No person is authorized to detach this Summary Statement from the Official
Statement or otherwise use it without the entire Official Statement. Capitalized terms used but not defined in this
Summary Statement shall have the same meanings as in the Resolution (as hereinafter defined), unless the context
would clearly indicate otherwise. See "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" in
Appendix D hereto.
The City
The City of Ocoee, Florida (the "City"), was incorporated in 1925. It is bounded on the west by Winter
Garden, Florida, and on the south by Windermere, Florida, and has a land area of approximately 20.5 square miles,
making it the second largest city in land area of the thirteen cities in Orange County. As of April 1, 2003, the
population of the City was estimated at 27,246, which ranks the City third in population of the cities in Orange
County. See "GENERAL INFORMATION CONCERNING THE CITY OF OCOEE AND ORANGE COUNTY"
in Appendix A hereto.
The Series 2003 Bonds
The Series 2003 Bonds are issuable only in fully registered form, without coupons, in denominations of
$5,000 or any integral multiples thereof. Interest on the Series 2003 Bonds is payable semi-annually beginning on
April I, 2004, and on each October 1 and April 1 thereafter until maturity or earlier redemption as more fully
described herein. Sun Trust Bank, of Orlando, Florida is serving as Registrar and Paying Agent for the Series 2003
Bonds.
The System
The City operates a municipal water production and distribution system as well as a municipal wastewater
collection, treatment and disposal system. The water system (the "Water System") currently consists of three water
treatment plants with a combined permitted capacity of 11.05 million gallons per day ("mgd") and approximately
130 miles of water mains.
The wastewater system (the "Sewer System") currently consists of one wastewater treatment plant, 46
pump stations, approximately 72 miles of sewage collection system piping, 230 acres of property available for
effluent disposal and has a current permitted treatment capacity of 3.0 mgd. The existing operating permit is valid
through August 30, 2007.
Purpose of the Series 2003 Bonds
The Series 2003 Bonds are being issued pursuant to the Constitution and laws of the State of Florida,
particularly Chapter 166, Part II, Florida Statutes and other applicable provisions of law (the "Act"), the Charter of
the City of Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as
supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No.
96-32, adopted by the City Commission on December 3, 1996 (collectively, the "Original Instrument"), and as
amended and supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November
18, 2003, authorizing the Series 2003 Bonds (the "Original Instrument" together with Resolution No. 2003-23,
collectively, the "Resolution"), to provide funds to: (i) refund all or a portion of the City's Water and Sewer System
Refunding and Improvement Revenue Bonds, Series 1993, (ii) acquire, construct or reconstruct capital
improvements to the City's water and sewer system (the "System") and finance all property rights, easements,
franchises and equipment relating thereto and deemed necessary for the construction or acquisition or the operation
thereof (the "Additional 2003 Project"), (iii) acquire a surety bond in an amount equal to the Reserve Requirement
for the Series 2003 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series
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1
2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds, including the municipal bond insurance policy
premIUm.
Security and Sources of Payment for the Bonds; Parity Bonds
The Series 2003 Bonds and the interest thereon are payable solely from and secured by a prior lien upon
and pledge of (i) the Net Revenues of the System, (ii) the Sewer System Development Charges, but only to the
extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development
Charges, but only to the extent of the Water System Development Charges Bond Service Component, and (iv) until
applied in accordance with the provisions of the Resolution, certain moneys, including investment thereof, in the
funds and accounts (except the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds").
Such prior lien and pledge of the Pledged Funds is on a parity with the lien and pledge granted to the holders of the
City's Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Parity Bonds"), which are currently
outstanding in the aggregate principal amount of $8,945,000, and any Additional Bonds subsequently issued
pursuant to the Resolution.
The Series 2003 Bonds and the interest thereon shall not be or constitute a general indebtedness or general
obligation of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the
City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and
interest on the Series 2003 Bonds or the making of any reserve or other payments provided for in the Resolution.
No Series 2003 Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing
power of the City or taxation in any form on any real or personal property of or in the City for the payment of the
principal of, redemption premium, if any, and interest on the Series 2003 Bonds or the making of any reserve or
other payments in connection therewith.
The Series 2003 Bonds shall not constitute a lien upon the System, or any part thereof, or on any other real
or personal property of or in the City, but shall constitute a lien only on the Pledged Funds all in the manner
provided in the Resolution and described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2003 BONDS" herein.
Reserve Fund
The Resolution provides for the establishment and maintenance of a Reserve Fund and provides for
separate accounts within the Reserve Fund for each Series of Bonds issued pursuant to the Resolution. Upon
delivery of the Series 2003 Bonds, the City shall deposit a surety bond in an amount equal to the Reserve
Requirement to the separate account of the Reserve Fund established for the benefit of the Series 2003 Bonds.
Rate Covenant
The City covenants in the Resolution to fix, establish, revise from time to time, whenever necessary,
maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and
facilities of the System which will always provide Revenues in each year sufficient to pay: (i) the aggregate of the
amount needed to pay all Costs of Operation and Maintenance as the same shall become due in such year, 100% of
the Bond Service Requirement becoming due in such year on the Outstanding Bonds, and 100% of all other deposits
to be made pursuant to the Resolution and (ii) together with Sewer System Development Charges in an amount not
greater than the Sewer System Development Charges Bond Service Component and the Water System Development
Charges in an amount not greater than the Water System Development Charges Bond Service Component, the
aggregate of the amount needed to pay the Cost of Operation and Maintenance as the same shall become due in such
year, 110% of the Bond Service Requirement coming due in such year on the Outstanding Bonds, and 100% of all
other deposits to be made pursuant to the Resolution. Such rates, fees, rental or other charges shall not be reduced
so as to render them insufficient to provide revenues for such purposes,
Municipal Bond Insurance
Payment of the principal of and interest, when due, on the Series 2003 Bonds will be insured by a
municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the issuance of
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the Series 2003 Bonds. For a discussion of the terms and provisions of that policy, including the limitations thereof,
see "MUNICIPAL BOND INSURANCE" herein and Appendix G hereto.
Additional Bonds
Upon compliance with certain requirements set forth in the Resolution, the City may issue Additional
Bonds payable on a parity with the Parity Bonds and the Series 2003 Bonds. See "SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2003 BONDS - Additional Bonds" herein.
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3
OFFICIAL STATEMENT
$14,000,000.
CITY OF OCOEE, FLORIDA
Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003
INTRODUCTION
The purpose of this Official Statement, including the cover page, the Summary Statement and all
appendices, is to set forth certain information in connection with the sale by the City of Ocoee, Florida (the "City")
of its $14,000,000 aggregate principal amount of Water and Sewer System Refunding and Improvement Revenue
Bonds, Series 2003 (the "Series 2003 Bonds").
The Series 2003 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida,
including Chapter 166, Part II, Florida Statutes and other applicable provisions of law (the "Act"), the Charter of the
City of Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as
supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993 and Resolution No.
96-32, adopted by the City Commission on December 3, 1996 (collectively, the "Original Instrument"), and as
amended and supplemented by Resolution No. 2003-23, adopted by the City Commission of the City on November
18, 2003, authorizing the Series 2003 Bonds (the "Original Instrument" together with Resolution No. 2003-23,
collectively, the "Resolution").
The Series 2003 Bonds are being issued, together with other legally available funds to: (i) refund all or a
portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 (the
"Refunded Bonds"), (ii) acquire, construct or reconstruct capital improvements to the City's water and sewer system
(the "System") and finance all property rights, easements, franchises and equipment relating thereto and deemed
necessary for the construction or acquisition or the operation thereof (the "Additional 2003 Project") (iii) acquire a
surety bond in an amount equal to the Reserve Requirement for the Series 2003 Bonds for deposit into the account
in the Reserve Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the Series
2003 Bonds, including the municipal bond insurance policy premium. For additional information concerning the
use of the proceeds of the Series 2003 Bonds, see "ESTIMATED SOURCES AND USES OF FUNDS" herein.
The Series 2003 Bonds and the interest thereon are payable solely from and secured by a prior lien upon
and a pledge of: (i) the Net Revenues of the System, (ii) the Sewer System Development Charges, but only to the
extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development
Charges, but only to the extent of the Water System Development Charges Bond Service Component, and (iv) until
applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in the
funds and accounts (other than the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds").
Such prior lien on and pledge of the Pledged Funds is on a parity with the lien on and pledge of the Pledged Funds
that has been granted to the holders of the City's Water and Sewer System Improvement Revenue Bonds, Series
1997 (the "Parity Bonds") currently outstanding in the aggregate principal amount of $ and which may,
in the future, be granted in connection with the issuance of any Additional Bonds. For additional information
concerning the security for and source of payment of the Series 2003 Bonds, see "SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2003 BONDS" herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized terms used but not defined in this Official Statement have the same meanings as used in the
Resolution, unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the
Series 2003 Bonds are set forth in the Resolution, a summary of certain provisions of which is attached to this
Official Statement as Appendix D. The description of the Series 2003 Bonds, the documents authorizing and
* Preliminary, subject to change.
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4
securing the same, and the information from various reports and statements contained herein are not comprehensive
or definitive. All references herein to such documents, reports and statements are qualified by the entire, actual
content of such documents, reports and statements. Copies of such documents, reports and statements referred to
herein that are not included in their entirety in this Official Statement may be obtained, after payment of applicable
copying and mailing costs, from the City of Ocoee, at 150 North Lakeshore Drive, Ocoee, Florida 34761, Attention:
City Manager.
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS
General
The Series 2003 Bonds are payable solely from and secured by a prior lien upon and pledge of (i) the Net
Revenues derived from the operation of the System, (ii) the Sewer System Development Charges, but only to the
extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development
Charges, but only to the extent of the Water System Development Charges Bond Service Component, and (iv) until
applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in the
funds and accounts (other than the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds").
In the Resolution, the City irrevocably pledges the Pledged Funds to the payment of the principal of, redemption
premium, if any, and interest on the Series 2003 Bonds and the Parity Bonds, the reserves for the Series 2003 Bonds
and the Parity Bonds and all other payments required under the Resolution, provided, however that the account in
the Reserve Fund for the Series 1997 Bonds solely secures the Series 1997 Bonds.
The Series 2003 Bonds and the interest thereon do not constitute a general indebtedness of the City within
the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full
faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Series 2003
Bonds. No Series 2003 Bondholder shall ever have the right to require or compel the exercise of the ad valorem
taxing power of the City or taxation of any real or personal property of or in the City for the payment of the principal
of, redemption premium, if any, and interest on the Series 2003 Bonds or the making of any reserve or other
payments provided for in the Resolution. The Series 2003 Bonds and the indebtedness evidenced thereby do not
constitute a lien upon the System, or any part thereof, or on any other property of or in the City, but shall constitute a
lien only on the Pledged Funds all in the manner provided in the Resolution.
The Resolution establishes the Revenue Fund, the Debt Service Fund (which includes the Principal
Account, the Interest Account and the Redemption Account), the Reserve Fund, the Sewer System Development
Charges Fund, the Water System Development Charges Fund and the Construction Fund. All such funds and
accounts will be held by the City as trust funds, but no independent trustee has been appointed to hold the moneys in
such funds for the benefit of the Holders of the Series 2003 Bonds. For information on all funds and accounts and
the disposition and flow of revenues, see "APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE
RESOLUTION - Funds and Accounts; Flow of Funds."
The designation and establishment of the various funds and accounts by the Resolution does not require the
establishment of any completely independent, self-balancing funds as such term is commonly defined and used in
government accounting, but rather is intended solely to constitute an earmarking of certain revenues of the System
for certain purposes and to establish certain priorities for application of such revenues as provided in the Resolution.
Development Charges
Pursuant to the Resolution, Sewer System Development Charges and Water System Development Charges
are defined as the impact fees and capital charges levied upon and collected from new users of the Sewer System
and Water System, respectively (or the proceeds of any security provided for the payment thereot), if any, to the
extent the same are lawfully availab~e for the acquisition and construction of Sewer Expansion Facilities and Water
Expansion Facilities, respectively, and for Sewer System Development Charges Bond Service Component and for
Water System Development Charges Bond Service Component, respectively. Such Development Charges do not
include Connection Charges.
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5
Pursuant to the City Code and various ordinances of the City, the City imposes water capital charges and
sewer capital charges that are based on equivalent residential units ("ERUs"), which are the City's estimates of the
average daily water and sewer capacity usage, in gallons per day, for a single family residential household. The City
has assigned a value of 300 gallons per day per ERU for water capacity and 270 gallons per day per ERU for sewer
capacity. The City imposes a water capital charge of $966 per ERU for the cost of providing water treatment
facilities and extending water distribution and treatment lines to a point of reasonable availability for connection to
the Water System. The City also imposes a sewer capital charge of $2,865 per ERU for the cost of providing
sewage treatment facilities, effluent disposal facilities and pumping stations and extending sewer collection lines to
a reasonable point of availability to the Sewer System. Such capital charges are due at the time the City issues a
building permit.
Only the Sewer System Development Charges Bond Service Component and the Water System
Development Charges Bond Service Component, that portion of the debt service on the Series 2003 Bonds and
Parity Bonds for a given year determined by multiplying the debt service on the Series 2003 Bonds and Parity Bonds
for that given year by the percentage of the cost of the projects financed from the proceeds of the Series 2003 Bonds
and Parity Bonds attributable to Sewer Expansion Facilities and Water Expansion Facilities, respectively, are
pledged to the Series 2003 Bonds and Parity Bonds. Pursuant to the Resolution, the portion of the projects financed
with proceeds of the Series 2003 Bonds and Parity Bonds which is attributable to Sewer Expansion Facilities and
Water Expansion Facilities is determined by the Qualified Independent Consultant and set forth in a Project
Certificate. The City's Consulting Engineer will set forth in a Project Certificate at the time of delivery of the Series
2003 Bonds that 100% of the Project to be financed with the proceeds of the Series 2003 Bonds are Expansion
Facilities. In addition, 100% of the projects financed with the Parity Bonds are Expansion Facilities.
Under Florida law, impact fees may be validly imposed against new construction in order to fund capital
improvements which are necessitated by such new construction or for debt service for bonds or other obligations
issued for such purposes. Proceeds of the fees must be placed in separate accounts and used only for the capital
improvements attributable to the new construction. Pursuant to the Resolution, all Sewer System Development
Charges are required, upon receipt, to be deposited in the Sewer System Development Charges Fund and all Water
System Development Charges are required, upon receipt, to be deposited in the Water System Development Charges
Fund.
Impact fees have frequently been the subject of litigation in Florida and the City's development charges
have not yet been tested in court. There can, therefore, be no assurances that, if challenged, the City's development
charges would be found valid.
Impact fee revenues fluctuate with the amount of new construction which occurs. There can, therefore, be
no assurances that such revenues will not decrease or be eliminated altogether in the event that new construction, for
whatever reason, might decrease or cease altogether within the City.
Rate Covenant
The City covenants in the Resolution to fix, establish, revise from time to time, whenever necessary,
maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and
facilities of the System which, together with other Pledged Funds, will always provide Revenues in each year
sufficient to pay (i) 100% of the aggregate of the amount needed to pay all Costs of Operation and Maintenance as
the same shall become due in such year, 100% of all Bond Service Requirement becoming due in such year on the
Outstanding Bonds and 100% of all other deposits to be made pursuant to the Resolution and (ii) together with the
Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond
Service Component and the Water System Development Charges in an amount not greater than the Water System
Development Charges Bond Service Component, the aggregate of the amount needed to pay the Cost of Operation
and Maintenance as the same shall become due in such year, 110% of the Bond Service Requirement coming due in
such year on the Outstanding Bonds, and 100% of all other deposits to be made pursuant to the Resolution. Such
rates, fees, rental or other charges shall not be reduced so as to render them insufficient to provide revenues for such
purposes.
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6
Revenues are defined as all income or earnings, including Connection Charges, received by the City or
accrued to the City from the ownership, use or operation of the System and all parts thereof, including investment
income, if any, earned on any fund or account created pursuant to the Resolution, and on any fund or account
established by the City for the System, all as calculated in accordance with generally accepted accounting principles,
but "Revenues" shall not include proceeds from the sale or other disposition of the System or any part thereof,
condemnation awards or proceeds of insurance received with respect to the System. Further, "Revenues" do not
include Sewer System Development Charges or Water System Development Charges or Contributions in Aid of
Construction.
Reserve Fund
The Resolution provides for the establishment and maintenance of a Reserve Fund and provides for
separate accounts within the Reserve Fund for each Series of Bonds issued pursuant to the Resolution. Upon
delivery of the Series 2003 Bonds, the City shall deposit a surety bond issued by Ambac Assurance Corporation in
an amount equal to the Reserve Requirement to the separate account in the Reserve Fund established for the benefit
of the Series 2003 Bonds. Pursuant to the Resolution, the "Reserve Requirement" is defined as the lesser of: (i) the
Maximum Debt Service Requirement, (ii) one and one-quarter times the Average Annual Debt Service
Requirement, or (iii) such amount as will not adversely affect the exclusion of interest on the Series 2003 Bonds
from the gross income of the holders of the Series 2003 Bonds for purposes of Federal income taxation. The City
previously established a separate account in the Reserve Fund for the Parity Bonds which is funded in an amount
equal to the Reserve Requirement for such Bonds.
Proceeds of the surety bonds on deposit in each account in the Reserve Fund shall be applied in accordance
with the provisions of the Resolution solely for the purpose of the payment of Amortization Installments, principal
of, or interest on the Outstanding Series of Bonds for which such account was established and for no other Series of
Bonds. Therefore, proceeds of the surety bond on deposit in the special account established for the benefit of the
Series 2003 Bonds may not be used to pay Amortization Installments, principal or interest on the Parity Bonds or
any other Series of Additional Bonds.
Any withdrawals from an account in the Reserve Fund shall be subsequently restored from the first moneys
available in the Revenue Fund, on a pro rata basis as to all accounts in the Reserve Fund, after all required current
payments for Cost of Operation and Maintenance and all current applications and allocations to the Debt Service
Fund, including all deficiencies for prior payments, have been made in full. Notwithstanding the foregoing, in no
event shall the City be required to deposit into any account in the Reserve Fund an amount greater than that amount
necessary to ensure that the difference between the Reserve Requirement for the Series of Bonds for which such
account was established and the amounts on deposit in such account on the date of calculation shall be restored not
later than 60 months after the date of such deficiency (assuming equal monthly payments into such account for such
60 month period).
Additional Bonds
Additional Bonds having a lien on and pledge of the Pledged Funds equal to that of the Series 2003 Bonds
and Parity Bonds may be issued by the City to finance the cost of acquiring, constructing or completing an
Additional Project or refunding any or all outstanding Bonds or any Subordinated Indebtedness. Before issuing
Additional Bonds, the City must obtain and file in its public records a statement of an independent certified public
accountant of reasonable experience and responsibility (the "CPA Certificate") which provides as follows: (a)
stating that the books and records of the City relating to the Pledged Funds have been examined by him or her; (b)
setting forth the amount of Pledged Funds which have been received by the City during any 12 consecutive months
designated by the City within the 24 months immediately preceding the date of delivery of such Additional Bonds,
including the Series 2003 Bonds, with respect to which such statement is made; (c) stating that the amount of the
Net Revenues received during the aforementioned 12 month period equals at least 100% of the Maximum Annual
Debt Service of all Bonds then Outstanding and such Additional Bonds with respect to which such CPA Certificate
is obtained; (d) stating that the amount of the Net Revenues together with the Sewer System Development Charges
in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water
System Development Charges in an amount not greater than the Water System Development Charges Bond Service
Component received during the aforementioned 12 month period equals at least 110% of the Maximum Annual
{OR605670; 12}
7
Debt Service of all Bonds then Outstanding and the Additional Bonds with respect to which such CPA Certificate is
obtained; (e) stating that the Net Revenues projected for the 12 month period following the issuance of such
Additional Bonds is projected by the Consulting Engineer to equal not less than 100% of the Maximum Annual
Debt Service on the Bonds and any proposed Additional Bonds; and (t) stating that the Net Revenues together with
the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges
Bond Service Component and the Water System Development Charges in an amount not greater than the Water
System Development Charges Bond Service Component projected for the 12 month period following the issuance of
such Additional Bonds is projected by the Consulting Engineer to equal not less than 110% of the Maximum Annual
Debt Service on the Bonds and any proposed Additional Bonds.
The Net Revenues contained in the CPA Certificate may be adjusted upon recommendation by the
Consulting Engineers by including:
(a) 100% of the additional Net Revenues which, in the opinion of the Consulting Engineers, would
have been derived by the City from rate increases adopted before the Additional Bonds are issued if such rate
increases had been implemented before the commencement of the period for which Pledged Funds are being
certified; and
(b) 100% of the additional Net Revenues which, in the opinion of the Consulting Engineers, will be
derived during the first full 12-month period after the date of placing in service the Additional Project financed with
the proceeds of the Additional Bonds.
The above conditions shall not apply to any Additional Bonds issued for the purpose of refunding any
Bonds, provided that the issuance of such Additional Bonds does not increase the aggregate amount of principal and
interest on the Outstanding Bonds coming due in the current Fiscal Year and all subsequent Fiscal Years.
Subordinated Indebtedness
The City may also at any time, or from time to time, issue evidences of indebtedness payable in whole or in
part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that
such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds
created by the Resolution.
Investments
The Construction Fund, the Revenue Fund, the Debt Service Fund, the Reserve Fund and all accounts and
sub-accounts in such funds shall be continuously secured in the manner by which the deposit of public funds are
authorized to be secured by the laws of the State of Florida. Moneys on deposit in the Construction Fund, the Debt
Service Fund, the Reserve Fund, the Revenue Fund, the Sewer System Development Charges Fund, the Water
System Development Charges Fund and all accounts and sub-accounts in such funds may be invested and reinvested
by the City and as directed by the City in Permitted Investments maturing no later than the date on which the
moneys therein will be needed. Any and all income received by the City from the investment of moneys in each
fund or account created pursuant to the Resolution, except the Construction Fund, shall be retained in such
respective fund or account until the amount required to be on deposit therein shall be on deposit in such fund or
account, and thereafter shall be transferred to the Revenue Fund. Any and all income received from the investment
of moneys in the Construction Fund shall remain on deposit in such fund until the amounts required to complete the
Project are on deposit therein, and thereafter shall be transferred to the Revenue Fund.
Nothing contained in the Resolution shall prevent any Permitted Investments acquired as investments of or
security for funds held under the Resolution from being issued or held in book-entry form on the books of the
Department of Treasury of the United States.
Other Covenants
Pursuant to the Resolution, the City has additionally covenanted: (i) not to render or cause to be rendered
either free of charge or for a nominal charge to any person, firm or corporation, public or private, the services and
{ OR605670; 12}
8
commodities of the System, provided the City may, on behalf of the City or on behalf of any person, firm or
corporation, pay for such facilities, services and commodities with legally available funds of the City, other than
Pledged Funds, (ii) to the full extent permitted by law, not to grant any franchise, license or permit for the
construction or operation or any competitive water and sewer facilities in the territorial area serviced by the City
which the City determines will adversely affect Revenues, and (iii) to diligently enforce and collect the rates, fees
and charges for the service and facilities of the System. See "THE SYSTEM - Territorial Agreement" and
"SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" in Appendix D hereto.
MUNICIPAL BOND INSURANCE
The following information has been furnished by Ambac Assurance Corporation (the "Insurer") for use in
this Official Statement. See Appendix G hereto for a specimen of the Insurer's policy.
Payment Pursuant to Financial Guaranty Insurance Policy
Ambac Assurance has made a commitment to issue a financial guaranty insurance policy (the "Financial
Guaranty Insurance Policy") relating to the Obligations effective as of the date of issuance of the Obligations. Under the
terms of the Financial Guaranty Insurance Policy, Ambac Assurance will pay to The Bank of New York, New York,
New York or any successor thereto (the "Insurance Trustee") that portion of the principal of and interest on the
Obligations which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor (as such
terms are defined in the Financial Guaranty Insurance Policy). Ambac Assurance will make such payments to the
Insurance Trustee on the later of the date on which such principal and interest becomes Due for Payment or within one
business day following the date on which Ambac Assurance shall have received notice of Nonpayment from the
[Trustee/Paying AgentIBond Registrar]. The insurance will extend for the term of the Obligations and, once issued,
cannot be canceled by Ambac Assurance.
The Financial Guaranty Insurance Policy will insure payment only on stated maturity dates and on mandatory
sinking fund installment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the
Obligations become subject to mandatory redemption and insufficient funds are available for redemption of all
outstanding Obligations, Ambac Assurance will remain obligated to pay principal of and interest on outstanding
Obligations on the originally scheduled interest and principal payment dates including mandatory sinking fund
redemption dates. In the event of any acceleration of the principal of the Obligations, the insured payments will be made
at such times and in such amounts as would have been made had there not been an acceleration.
In the event the Trustee has notice that any payment of principal of or interest on an Obligation which has become Due
for Payment and which is made to a Holder by or on behalf of the Obligor has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code in accordance with a
final, nonappealable order of a court of competent jurisdiction, such registered owner will be entitled to payment from
Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available.
The Financial Guaranty Insurance Policy does not insure any risk other than Nonpayment, as defined in the Policy.
Specifically, the Financial Guaranty Insurance Policy does not cover:
1. payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund redemption) or
as a result of any other advancement of maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or negligence of any Trustee, Paying Agent or
Bond Registrar, if any.
If it becomes necessary to call upon the Financial Guaranty Insurance Policy, payment of principal requires surrender of
Obligations to the Insurance Trustee together with an appropriate instrument of assignment so as to permit ownership of
such Obligations to be registered in the name of Ambac Assurance to the extent of the payment under the Financial
Guaranty Insurance Policy. Payment of interest pursuant to the Financial Guaranty Insurance Policy requires proof of
{ OR605670; 12}
9
Holder entitlement to interest payments and an appropriate assignment of the Holder's right to payment to Ambac
Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Obligation, appurtenant
coupon, if any, or right to payment of principal or interest on such Obligation and will be fully subrogated to the
surrendering Holder's rights to payment.
The insurance provided by the Financial Guaranty Insurance Policy is not covered by the Florida Insurance
Guaranty Association.
Ambac Assurance Corporation
Ambac Assurance Corporation ("Ambac Assurance") is a Wisconsin-domiciled stock insurance
corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia, the Territory of Guam, the Commonwealth of Puerto Rico and the
U.S. Virgin Islands, with admitted assets of approximately $6,789,000,000 (unaudited) and statutory capital of
$4,043,000,000 (unaudited) as of June 30, 2003. Statutory capital consists of Ambac Assurance's policyholders'
surplus and statutory contingency reserve. Standard & Poor's Credit Markets Services, a Division of The McGraw-
Hill Companies, Moody's Investors Service and Fitch, Inc. have each assigned a triple-A financial strength rating to
Ambac Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an
obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such
obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy provisions
substantially identical to those contained in its Financial Guaranty insurance policy shall be treated for federal income
tax purposes in the same manner as if such payments were made by the Obligor of the Obligations. Ambac Assurance
makes no representation regarding the Obligations or the advisability of investing in the Obligations and makes no
representation regarding, nor has it participated in the preparation of, the Official Statement other than the information
supplied by Ambac Assurance and presented under the heading "MUNICIPAL BOND INSURANCE".
Available Information
The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the
"SEC"). These reports, proxy statements and other information can be read and copied at the SEe's public reference room
at 450 Fifth Street, NoW., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding companies that file electronically with the SEC, including the
Company. These reports, proxy statements and other information can also be read at the offices of the New York Stock
Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New York 10005.
Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting standards are
available from Ambac Assurance. The address of Ambac Assurance's administrative offices and its telephone number are
One State Street Plaza, 19th Floor, New York, New York, 10004 and (212) 668-0340.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with the SEC (File No. 1-10777) are incorporated by
reference in this Official Statement:
I) The Company's Current Report on Form 8-K dated January 23, 2003 and filed on January 24,
2003;
2) The Company's Current Report on Form 8-K dated February 25, 2003 and filed on February 28,
2003;
{OR605670;12}
10
3) The Company's Current Report on Form 8-K dated February 25, 2003 and filed on March 4, 2003;
4) The Company's Current Report on Form 8-K dated March 18,2003 and filed on March 20, 2003;
5) The Company's Current Report on Form 8-K dated March 19,2003 and filed on March 26, 2003;
6) The Company's Annual Report on Form lO-K for the fiscal year ended December 31, 2002 and
filed on March 28, 2003;
7) The Company's Current Report on Form 8-K dated March 25,2003 and filed on March 31,2003;
8) The Company's Current Report on Form 8-K dated April 17, 2003 and filed on April 21, 2003;
9) The Company's Quarterly Report on Form 10-0 for the fiscal quarterly period ended March 31, 2003
and filed on May 15, 2003;
10) The Company's Current Report on Form 8-K dated July 17,2003 and filed on July 18,2003;
11) The Company's Quarterly Report on Form 10-0 for the fiscal quarterly period ended June 30, 2003 and
filed on August 14, 2003; and
12) The Company's Current Report on From 8- K dated October 16, 2003 and filed on October 17, 2003.
All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after the date of
this Official Statement will be available for inspection in the same manner as described above in "Available
Information".
THE SERIES 2003 BONDS
General
The Series 2003 Bonds shall be issued as fully registered, book-entry only bonds in the denomination of
$5,000 each or any integral multiple thereof through the book-entry only system maintained by The Depository
Trust Company, New York, New York and shall be dated, shall bear interest computed on the basis of a 360-day
year of twelve 30-day months at the rates and shall mature on the dates and in the amounts shown on the cover page
hereof.
The Series 2003 Bonds shall bear interest from the interest payment date next preceding the date on which
it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such
interest payment date, or unless authenticated prior to the first interest payment date, in which case it shall bear
interest from its date. However, if at the time of authentication payment of any interest which is due and payable
has not been made, such Series 2003 Bond shall bear interest from the date to which interest shall have been paid.
The interest on the Series 2003 Bonds shall be payable by the Paying Agent, by check or draft on each
interest payment date, to the registered owner thereof at the address as shown on the registration books kept by the
Registrar at the close of business on the fifteenth day of the calendar month immediately preceding such interest
payment date (the "Record Date"); provided, however, that (i) if ownership of Series 2003 Bonds is maintained in a
book-entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to
such securities depository or its nominee or (ii) if such Series 2003 Bonds are not maintained in a book-entry only
system by a securities depository, at the written request and expense of a registered owner of $1,000,000 or more of
Series 2003 Bonds, such interest may be paid to such registered owner by wire transfer or other medium acceptable
to the City and the Paying Agent. Payment of the principal of all Series 2003 Bonds shall be made, when due, upon
{OR605670;12}
11
the presentation and surrender of such Series 2003 Bonds at the office of the Paying Agent as the same shall become
due and payable.
Only Series 2003 Bonds which have endorsed thereon a certificate of authentication duly executed by the
Registrar, as authenticating agent, shall be entitled to any benefit or security under the Resolution. No Series 2003
Bond shall be valid or obligatory for any purpose unless such certificate of authentication shall have been duly
executed by the Registrar.
Registration, Transfer and Exchange
So long as the Series 2003 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Bonds do not apply to the Series 2003 Bonds.
The Series 2003 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of
transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized
in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of
registered Bonds of the same type and maturity of the Bonds so surrendered.
Series 2003 Bonds shall be transferable only upon the books of the City, at the office of the Registrar,
under such reasonable regulations as the City may prescribe, by the Holder thereof in person or by such Holder's
attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory
to the Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized attorney. The City,
the Registrar and any Paying Agent or fiduciary of the City may deem and treat the person in whose name any
Outstanding Bond shall be registered upon the books of the City as absolute owner of such Bond, whether such
Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption
Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such
Holder, or upon such Holder's order, shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid and neither the City nor the Registrar nor any Paying Agent or other
fiduciary of the City shall be affected by any notice to the contrary.
For exchange or transfer of Series 2003 Bonds, the City or the Registrar may charge a sufficient amount to
reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such
exchange or transfer. The City and the Registrar shall not be obligated to make any such exchange or transfer of
Series 2003 Bonds during the 15 days next preceding an Interest Date on the Series 2003 Bonds, or, in the case of
any proposed redemption of Series 2003 Bonds, then during the 15 days next preceding the date of the first mailing
of notice of such redemption and continuing until such redemption date.
In case any Series 2003 Bond shall become mutilated, or be destroyed, stolen or lost, the City may, in its
discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2003 Bond of like tenor as the Series
2003 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2003 Bond
or in lieu of and substitution for the Series 2003 Bond destroyed, stolen or lost, and upon the Holder furnishing the
City and the Registrar proof of such Holder's ownership thereof and satisfactory indemnity and complying with such
other reasonable regulations and conditions as the City or the Registrar may prescribe and paying such expenses as
the City and the Registrar may incur.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT
THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities
(the "Series 2003 Bonds"). The Series 2003 Bonds will be issued as fully-registered Series 2003 Bonds registered in
the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered Series 2003 Bonds certificate will be issued for each maturity of Series
2003 Bonds, and will be deposited with DTC.
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12
DTC, the world's largest depository, is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate
and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of
DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation,
MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC,
also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC,
and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on
file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Series 2003 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2003 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 2003 Bonds ("Beneficial Owner")is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the Series 2003 Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2003 Bonds,
except in the event that use of the book-entry system for the Series 2003 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2003 Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of Series 2003 Bonds with DTC and their registration in the name of
Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Series 2003 Bonds; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series 2003 Bonds are credited, which mayor may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf
of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Series 2003 Bonds may wish to take certain steps to augment the transmission to them of
notices of significant events with respect to the Series 2003 Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Series 2003 Bonds documents. For example, Beneficial Owners of Series 2003 Bonds
may wish to ascertain that the nominee holding the Series 2003 Bonds for their benefit has agreed to obtain and
transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2003 Bonds within an issue are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.
{OR605670;12}
13
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series
2003 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2003 Bonds
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Series 2003 Bonds will be made to Cede
& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to
credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City
or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent, or the City, subject
to any statutory or regulatory requirements as maybe in effect from time to time. Payment of redemption proceeds,
distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners
will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2003 Bonds at any
time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a
successor depository is not obtained, Series 2003 Bonds certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Series 2003 Bonds certificates will be printed and delivered.
Optional Redemption
The Series 2003 Bonds maturing on or prior to October 1, _ are not subject to redemption prior to their
respective maturities. The Series 2003 Bonds maturing on or after October 1, _ are subject to redemption prior
to maturity on or after October 1, _, at the option of the City, in whole at any time or in part on any interest
payment date in such manner as shall be determined by the City and by lot within a maturity if less than a full
maturity from any legally available moneys at a redemption price (expressed as a percentage of the principal
amount) as set forth in the following table, plus accrued interest to the redemption date.
Period During Which Redeemed
(Both dates inclusive)
Redemption
Price
Mandatory Redemption
The Series 2003 Bonds which mature on October 1, _ are subject to mandatory redemption in part prior
to maturity by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the
redemption date, beginning on October 1, _, and on each October 1 thereafter, in the following principal
amounts in the years specified:
{ OR605670; 12}
14
Year
Principal
Amount
October 1, _
*Maturity
The Series 2003 Bonds which mature on October 1, _ are subject to mandatory redemption in part prior
to maturity by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the
redemption date, beginning on October 1, _, and on each October 1 thereafter, in the following principal
amounts in the years specified:
Year
Principal
Amount
October 1, _
*Maturity
Notice of Redemption
Notice of redemption of the Series 2003 Bonds must be: (i) filed with the Paying Agent; (ii) mailed, first
class mail, postage prepaid, at least 30 days and not more than 60 days prior to the redemption date, to all Holders of
Series 2003 Bonds to be redeemed at their addresses as they appear on the registration books as of 15 days before
the mailing date; and (iii) mailed by registered or certified mail, postage prepaid, or by telecopy or facsimile
transmission, at least 35 days before the redemption date, to the registered securities depositories and two or more
nationally recognized municipal bond information services. Failure to mail such notice to one or more Holders of
Series 2003 Bonds or any securities depositories or any defect therein shall not affect the validity of the proceedings
for such redemption with respect to Holders of Series 2003 Bonds to which notice was duly mailed. Notice of any
optional redemption of Series 2003 Bonds shall be given only upon the prior deposit into the Redemption Account
of amounts sufficient to pay the principal of, interest accrued from the last interest payment date to the proposed
redemption date and premium, if any, with respect to the Series 2003 Bonds to be redeemed.
Upon surrender of any Series 2003 Bond for redemption in part only, the Registrar shall authenticate and
deliver to the holder thereof a new Series 2003 Bond of an authorized denomination equal to the unredeemed
portion of the Series 2003 Bond surrendered the cost of which shall be paid by the City.
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 2003 Bonds, including accrued interest on the
Series 2003 Bonds to the date of delivery, are expected to be applied as follows:
Sources of Funds
Principal Amount of Series 2003 Bonds $
Net Original Issue (Discount)/Premium
Transfer from Debt Service Reserve Funds for Prior Bonds
Total Sources $
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15
Uses of Funds
Deposit to Escrow Deposit Account
Deposit to Construction Fund (I)
Costs of Issuance(2)
$
$
$
Total Uses
$
(I)
(2)
Moneys used to fund a portion of the Additional 2003 Project.
Includes underwriters' discount, costs of issuance and bond insurance and surety bond premiums.
SCHEDULED DEBT SERVICE FOR THE SERIES 2003 BONDS
Bond Year
Ending
October 1
Princioal(l)
Interest
Aggregated
Debt Service
Parity Bonds
Debt Service
Total Debt
Service
Total
$
$
$
$
$
(1) Includes Amortization Installments for Term Bonds.
THE CITY
The City of Ocoee, Florida was incorporated in 1925. It is located approximately 10 miles west of the city
of Orlando, Florida, and is bounded on the west by Winter Garden, Florida, and on the south by Windermere,
Florida, and has a land area of approximately 20.5 square miles, making it the second largest city in land area of the
thirteen cities in Orange County. As of April 1, 2003, the population of the City was estimated at 27,246, which
ranks the City third in population ofthe cities in Orange County.
The City is governed by a Commission-Manager form of government. The four City Commissioners and
the Mayor are elected on staggered three-year terms of office, who in turn appoint the City Manager.
History and Organization
The City of Ocoee, Florida, is a municipal corporation created under the laws of the State of Florida. The
current Mayor and commissioners, the years in which their terms expire, and their principal occupations are as
follows:
Expiration of Term
Occupation
Commissioner
{OR605670; 12 }
16
S. Scott Vandergrift, Mayor
Danny Howell
Scott Anderson
Leon "Rusty" Johnson
Nancy Parker
Marcy 2004
March 2004
March 2006
March 2004
March 2006
BrokerlRealtor
Fire Service Technician
Sales
Security Manager
Executive Assistant
For additional information concerning the City see Appendix A hereto.
THE SYSTEM
Introduction
The Resolution defines the System as, collectively, the Water System and the Sewer System of the City.
The Resolution defines the Water System as the complete water system now owned, operated and maintained by the
City, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired,
together with all lands or interests therein, including plants, buildings, machinery, franchises, pipes, mains, fixtures,
equipments and all property, real or personal, tangible or intangible, now or hereafter used in connection therewith.
The Resolution defines the Sewer System as the complete sewer system now owned, operated and maintained by the
City, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired,
together with all lands or interests therein, including plants, buildings, machinery, franchises, pipes, mains, fixtures,
equipment and all property, real or personal, tangible or intangible, now or hereafter used in connection therewith.
The City initiated central water service in the early 1980's with construction of the Kissimmee Avenue
Water Treatment Plant, which was removed from service in 1994 due to age and obsolescence. The City currently
has three water treatment facilities within its service area including the Jamela Water Treatment Plant, the City's
oldest water treatment plant, the Forest Oaks Water Treatment Plant, added to the System in 1986, and the South
Water Treatment Plant, added to the System in 1992. The City initiated central wastewater service in 1987 with the
acquisition of a private utility named Prima Vista Utilities. Initially the City provided water service to 650 ERUs.
See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS - Development Charges" for
a description of equivalent residential units and the values assigned by the City for an ERU of water capacity and an
ERU of sewer capacity.
At the present time, the City provides water and wastewater service to approximately 10,530 and 6,230
customers, respectively, located both within and outside the City's corporate limits. Of the water customers,
approximately 9,954 are residential and approximately 576 are commercial. Of the wastewater customers,
approximately 5,964 are residential and 266 are commercial. The following tables show the historic growth of the
System's customers.
The following table sets forth the total number of water customers for the past five years:
Historic Number of Water System Customers
Fiscal Year
Total Water Customers
2003
2002
2001
2000
1999
10,412
9,916
9,536
8,754
8,296
Source: City of Ocoee.
The following table sets forth the total number of sewer customers for the past five years:
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Historic Number of Sewer System Customers
Januarv 1
Total Sewer Customers
2003
2002
2001
2000
1999
6,158
5,900
5,450
5,238
4,806
Source: City of Ocoee.
Additional water and sewer customers derive principally from new developments constructed within the
City's System service area. The City's municipal code requires all new developments within its System service area
to connect to the wastewater system in accordance with Florida law. Pursuant to Florida law, a property owner
utilizing a properly functioning septic system that can be reasonably connected to a wastewater system must connect
to such system within one year of being notified by the owner of the wastewater system of the availability of the
wastewater facilities. The owner of a wastewater system may, with the approval of the Florida Department of
Health and Rehabilitation Services, waive the mandatory connection requirement if it finds that mandatory
connection is not required for public health reasons.
Water and Sewer Territorial Agreements
The Water System provides potable water to the City's water service area and the Sewer System provides
central wastewater service to the City's wastewater service area. The City's water service area and its wastewater
service area comprise approximately 15 square miles and their boundaries, which include approximately 75% of the
City's corporate limits and certain unincorporated portions of Orange County, Florida (the "County"). The City's
water service area is specifically described in the Water Service Territorial Agreement (Contract No. W-88-06)
dated November 14, 1988, between the City and Orange County, Florida (the "County"), as amended (the "Water
Territorial Agreement"). Pursuant to the Water Territorial Agreement, the City and Orange County have agreed that
a designated portion of the City and unincorporated Orange County will be the exclusive water service area of the
City and that the County will not provide water service within such areas. The City's designated service area may be
amended from time to time based on future circumstances upon the mutual consent of both parties. The parties also
agreed to permit each other to interconnect their water systems and to provide wholesale water service to the
connecting party at rates to be mutually agreed upon. The term of the Water Territorial Agreement began on
November 14, 1988 and is effective for a period of 30 years (the "Initial Term"), with automatic renewals thereafter
for one year periods. The Water Territorial Agreement may be canceled by either party after the Initial Term upon
providing the other party with six months advance written notice.
The City's wastewater service area is specifically described in that certain Orange County/ Prima Vista
Utility Company, Inc. Sewer Service Territorial Agreement (Contract No. S-87-8) dated June 8, 1987, between the
Prima Vista Utility Company, Inc. (the "Utility") and the County, which was assigned by the Utility pursuant to that
certain Assignment of Sewer System Territorial Agreement dated December 30, 1987 (collectively, the "Sewer
Territorial Agreement"). Under the Sewer Territorial Agreement, the City and Orange County agreed that a
designated portion of the City and unincorporated Orange County will be the exclusive sewer service area of the
City and that the County will not provide sewer service within such areas. The City's designated sewer service area
may be amended from time to time based on future circumstances upon the mutual consent of both parties. The
parties also agreed to permit each other to interconnect their sewer systems and to provide wholesale sewer service
to the connecting party at rates to be mutually agreed upon. The term of the Sewer Territorial Agreement began on
June 8, 1987, and is effective for a period of 30 years (the "Initial Term"), with automatic renewals thereafter for one
year periods. The Water Territorial Agreement may be canceled by either party after the Initial Term upon
providing the other party with six months advance written notice. '
Administration
The System is administered by the City's Director of Public Works/City Engineer, who reports directly to
the City Manager. The Director of Public Works/City Engineer is David A. Wheeler, who has been an employee of
{OR605670;12}
18
the City since 1996. As Director of Public Works, Mr. Wheeler oversees three divisions: the Engineering Division,
the Public Works Division and the Utilities Division. Mr. Wheeler is a professional engineer, registered to practice
engineering in the State of Florida. Mr. Wheeler is assisted by other City departments, such as the Finance
Department, the Planning Department, and the Human Resources Department. The City also employs a Utility
Superintendent, Robert Holland. Mr. Holland has been employed by the City since April, 1988. He possesses a
Class "A" wastewater license and a Class "C" water license. Mr. Holland is responsible for the overall daily
operations of the System facilities and personnel and he reports directly to Mr. Wheeler. Mr. David Gosnell is the
Chief Water Plant Operator and has been employed by the City since October, 1983. Mr. Gosnell possesses a Class
"A" potable water license. Mr. Gosnell is in direct charge of all personnel and facilities related to production and
treatment of potable water and he reports directly to Mr. Holland. Mr. Fred Ostrander is the City's Chief
Wastewater Plant Operator and has been employed by the City since December, 1987. He possesses a Class "B"
wastewater license and a class "C" potable water license. Mr. Ostrander is in direct charge of all personnel and
facilities related to collection, transmission of wastewater, as well as distribution and disposal of treated effluent and
he reports directly to Mr. Holland.
Employees
The System employs thirty-two (32) persons, not including administrative support from other City
departments. Approximately twenty-one (21) persons are employed either full or part-time by the City to service the
Water System and approximately eleven (II) persons are employed either full or part-time by the City to service the
Sewer System. The employees of the System are not represented by a union. The City considers its relationship
with its employees as amicable.
The City contributes to a single employer defined benefit pension plan and trust (the "Pension Plan"). The
contribution made by the City is allocated to the Water and Wastewater Fund based on covered payroll of
employees whose salaries are charged to the Water and Wastewater Fund.
Participation in the Pension Plan is a condition of employment. Benefits fully vest on reaching five years
of service. Benefit provisions and all other requirements are established by City ordinance.
Members of the Pension Plan are required to make regular contributions to the plan in the amount of 7.4%
of their salary. The City is required to make quarterly contributions to the Pension Plan equal to the difference in
each year, between the total aggregate member contributions and the total cost as shown by the most recent actuarial
valuation of the Pension Plan.
The City offers its employees a single employer deferred compensation plan created in accordance with
Section 457 of the Internal Revenue Code (the "Deferred Compensation Plan"). The Deferred Compensation Plan is
voluntary and any employee may elect to participate. The Deferred Compensation Plan permits employees to defer
a portion of their salary until future years. The deferred compensation is not available to employees until
termination, retirement, death, or unforeseeable emergency.
Water System
The City receives its raw water through withdrawals from seven existing City owned deep wells located at
each of the City's three existing water treatment plants, which draw water from the lower and upper Floridan
Aquifer. Raw water is treated at each of the City's water treatment plants by a process that includes aeration for
removal of hydrogen sulfide, disinfection by free residual chlorination and fluoridation. Treated water is routinely
tested for bacteriological and chemical parameters in an outside certified laboratory to ensure compliance with
applicable state and Federal regulations. Treated water is pumped to four water storage tanks located at the existing
water treatment plants and then discharged to the System customers through the water distribution system.
The City's three water treatment plants are briefly described below:
1.
Jamela Plant. The Jamela Plant is located in the northern portion of the City's service area at
Wurst Road and Jamela Drive. The Jamela Plant is the oldest water treatment plant in the Water
System and it provides treated water to the northern portion of the City's water service area. Raw
{OR605670; 12}
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water is supplied to the Jamela Plant from one of the City's deep wells, which is equipped with a
vertical turbine low service pump that is rated at 2000 gallons per minute ("gpm") for Well No.2
(well No. 1 has been removed from service by the City's water operations staft). Raw water
pumped from Well No.2 is discharged to a 2,500 gpm cascade tray type aerator located on top of
the ground storage tank. Treated water is pumped from the ground storage tank by two high
service pumps rated at 1,000 gpm each. The total well capacity at the Jamela Plant is 2,000 gpm.
The total finished water storage capacity is 1,000,000 gallons of which 500,000 gallons is
provided by an elevated storage tank and 500,000 gallons provided by a ground storage tank. The
elevated storage tank is connected to the distribution system downstream of the high service
pumps. The tank floats on the distribution system and stores water for emergency fire flows and
maintains static head (pressure) in the distribution system when the high service pumps are not
operating. The Jamela plant is also equipped with a 250 kilowatt standby engine generator which
is capable of operating the 2,000 gpm well and a high service pump in the event of a loss of
primary power. Due to the deteriorated condition and obsolescence of the Jamela plant, the City
has decided to improve the Jamela plant by repairing the existing high service pumps and
electrical service and rehabilitating the existing ground storage tank. It is also the City's intent to
remove the elevated storage tank. Upon removal of the elevated storage tank, water storage
capacity will be reduced to 500,000 gallons The upgraded Jamela Plant will operate as a major
component of the Water System.
2. Forest Oaks Plant. The Forest Oaks plant is located in the northeast portion of the City's service
area along Hackney-Prairie Road. The Forest Oaks plant has been in service for seventeen years
and provides treated water to customers in the City's northern water service area. Raw water is
supplied to the Forest Oaks plant from three of the City's deep wells, each of which are equipped
with a vertical turbine low service pump that are rated at 800 gpm, 1,150 gpm and 3,500 gpm,
respectively. Raw water is pumped from the wells and discharged into a 3,500 gpm cascade type
aerator located on top of a 400,000 gallon concrete ground storage tank and discharged into the
water distribution system by four high service pumps. The high service pumps are rated at various
capacities: 400 gpm, 800 gpm, 1,500 gpm and 1,600 gpm, resulting in a total pumping capacity of
4,300 gpm.
3. South Plant. The South Plant is located in the Southern portion of the City's service area
approximately one mile south of State Road 50 and Y2 mile east of Maguire Road. The South
plant was constructed in 1992 and provides treated water to customers in the City's southern water
service area. Raw water is supplied to the South plant from two deep wells, Well No. 1 is
equipped with a vertical turbine low service pump that is rated at 3,000 gpm. Well No.2 is
equipped with a 150 h.p. pump rated at 3,500 gpm. Raw water is treated in two 670,000 gallon
concrete ground storage tanks and discharged into the water distribution system by five high
service pumps. One of the high service pumps is rated at 370 gpm, two are rated at 450 gpm, the
fourth one is rated at 1,000 gpm, and the fifth is rated at 2,500 gpm.
The combined maximum permitted pumping capacity of the three plants is approximately 11.05 million
gallons per day ("mgd"). The current average monthly production is approximately 4 million mgd. The Water
System currently serves approximately 9,628 water accounts, representing approximately 14,400 ERU's, with an
additional 11.64 ERU's reserved through various developer agreements. These ERU's represent approximately .035
mgd of reserved capacity.
The water consumptive use permits for the seven City owned deep wells allow 3.81 mgd average day
withdrawal and 7.7 mgd maximum day withdrawal for the year 2003. It is a sliding scale, increases every year of 10
year permit. As shown in the table below, the average monthly flow for the Water System in Fiscal Year 2002 was
5.12 mgd. The City's water main distribution system consists of a series of 16-inch, 12-inch, and to a lesser extent,
8-inch and 6-inch pipes that are comprised of either ductile iron, cast iron or PVC pipe. The City's water
distribution system extends to all but the recently annexed northwestern portion of the City.
{OR605670;12}
20
Historic Water Consumption Flows
Fiscal
Year
Average Monthly
Flow (mgd)
2002
2001
2000
1999
1998
5.12
5.38
6.30
5.13
4.95
Source: City of Ocoee.
See "APPENDIX B ENGINEERING REPORT OF PROFESSIONAL ENGINEERING
CONSULTANTS, INC." for additional information concerning the Water System.
Sewer System
The Sewer System currently consists of approximately 72 miles of sewage collection system piping, one
wastewater treatment plant, 46 pumping stations, and 230 acres of property available for effluent disposal. Effluent
disposal property consists of 10.7 acres of property located at the wastewater treatment plant and the City's 220 acre
remote effluent disposal site, which the City has leased to Forest Lake Club, Ltd. and which has been converted into
the Forest Lake Golf Course (the "Golf Course").
The City owns, operates and maintains approximately 72 miles of wastewater collection system, which
utilizes a combination of gravity and force main systems to collect and transport wastewater to the wastewater
treatment plant. The gravity wastewater collection system consists of PVC pipes ranging from 6 to 15 inches in
diameter. The force main wastewater collection system consists of PVC and ductile iron pipes ranging from 6 to 12
inches in diameter. The City owns, operates and maintains 32 pump stations that are used for wastewater collection
and discharge.
The wastewater treatment plant is located at 1800 A.D. Mims Road, on a 128-acre site and was purchased
from the Utility in 1988. The wastewater treatment plant is a poured in place concrete structure and utilizes a new
and efficient Kruger Treatment Process (biodenitrofication) that results in substantial reduction of operation and
maintenance expenses. The wastewater plant is equipped with tertiary filters, chemical feed and high-level
disinfection facilities. The wastewater treatment plant has an estimated useful life of 50 years. The wastewater
plant is staffed by operators with class "B" and "C" wastewater licenses in accordance with state laws and DEP
rules. The operation of the wastewater plant is highly automated and is computer controlled. The wastewater plant
is staffed 8 hours per day, 5 days per week. Operational anomalies are detected by the automated process control
system, and plant personnel are automatically notified by pager that a fault condition has occurred. This high level
of control enabled DEP to issue a permit based on 8 hours per day on-site staffing rather than the standard 16 hours
per day. The wastewater treatment plant is also capable of producing reclaimed water. Under normal operating
conditions, all of the reclaimed water produced by the wastewater treatment plant is discharged to the Golf Course.
The current designated treatment capacity at the wastewater treatment plant is 3.0 mgd, with a permitted
treatment capacity limited by the current permitted effluent disposal capacity of 1.6 mgd. The current average daily
flow at the plant is approximately 1.592 mgd, equivalent to approximately 5896 ERU's, generated by approximately
6,191 existing accounts. There are approximately 1,458 ERU's of capacity reserved through various developer
agreements. These ERU's represent approximately 0.39 mgd of reserved capacity.
Treated wastewater is transported to the Golf Course through a 12 inch low pressure piping system.
Effluent disposal is currently accomplished by: (1) irrigating the Golf Course with reclaimed water from the
wastewater treatment plant (total capacity of 1.0 mgd); (2) discharging effluent to two on-site percolation ponds
located at the site of the wastewater treatment plant (total capacity of 0.35 mgd); and (3) discharging effluent to two
percolation ponds located at the Golf Course (total capacity of 0.25 mgd).
{OR605670; 12 }
21
The following table sets forth the historic wastewater treatment flows from the wastewater facilities:
Historic Wastewater Treatment Plant Flows
Fiscal
Year
Average Daily
Flow (mgd)
2002
2001
2000
1999
1998
1.519
1.395
1.377
1.190
1.153
Source: City of Ocoee.
See "APPENDIX B ENGINEERING REPORT OF PROFESSIONAL ENGINEERING
CONSULTANTS, INC." for additional information concerning the Sewer System.
Water and Wastewater Rates
The System's rates structure includes a base facility charge and a volumetric consumption charge. Water
and wastewater rates were adjusted on a System wide basis on October 1, 2003. In addition, the City Commission
adopted an annual indexing rate adjustment of 3 percent or the Consumer Price Index, whichever is greater. The
annual rate indexing will become effective on October 1, 2004 and every October 1 thereafter through October 1,
2013. The new water rates include inclined water rates as required by the City's consumptive use permit. The new
water rates will increase operating revenue and provide conservation measures through an inclined rate format.
Since 1991, the monthly combined water and sewer charge for the typical residential customer who uses
10,000 gallons per month has increased from $40.56 to $50.49 per month.
The following tables show the System's current rate structure:
Existing Water Rates
Meter Size (Inches)
Base Facilitv Charge
0.75
1
1.5
2
3
4
6
8
10
12
$ 7.64
19.10
38.20
61.12
122.24
191.00
382.00
611.00
878.60
1,642.60
Plus: Residential Volumetric charge of $0.84 per 1,000 gallons from 0-6,000 gallons; $1.05 per 1,000 gallons from
6,001-12,000 gallons; $1.31 per 1,000 gallons from 12,001-18,000 gallons, $3.28 per 1,000 gallons from 18,001-
24,000 gallons, $4.92 per 1,000 gallons from 24,001-30,000 gallons and $5.98 per 1,000 gallons from 30,001 and
Greater gallons. Non-Residential Volumetric charge of $0.84 per 1,000 gallons from 0-6,000 gallons; $1.05 per
1,000 gallons from 6,001-12.000 gallons; $1.31 per 1,000 gallons from 12,001-18,000 gallons, $1.97 per 1,000
gallons from 18,001 and Greater gallons.
Source: City of Ocoee.
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22
Existing Wastewater Rates
Meter Size (Inches)
Base Facilitv Charge
0.75
1
1.5
2
3
4
6
8
10
12
$ 13.81
34.53
69.05
110.48
220.96
345.25
690.50
1,104.80
1,588.15
2,969.15
Plus: Residential Volumetric charge of $1.98 per 1,000 gallons from 0-12,000 gallons, and $0.00 per 1,000 gallons
from 12,001 and Greater gallons. Non-Residential Volumetric charge of $1.98 per 1,000 gallons.
Source: City of Ocoee.
Existing Reclaimed Rates
Meter Size (Inches)
Base Facilitv Charge
0.75
1
1.5
2
3
4
6
8
10
12
$ 5.73
14.33
28.65
45.84
91.68
143.25
286.50
458.25
658.95
1,231.95
Plus: Residential Volumetric charge of $0.63 per 1,000 gallons from 0-6,000 gallons; $0.79 per 1,000 gallons from
6,001-12,000 gallons; $0.98 per 1,000 gallons from 12,001-18,000 gallons, and $1.48 per 1,000 gallons from 18,001
and Greater gallons. Non-Residential Volumetric charge of $0.63 per 1,000 gallons from 0-6,000 gallons; $0.79 per
1,000 gallons from 6,001-12,000 gallons; $0.98 per 1,000 gallons from 12,001-18,000 gallons, and $1.48 per 1,000
gallons from 18,001 and Greater gallons.
Source: City of Ocoee.
The City's present water and wastewater rates are reasonable when compared with that of other municipal
and county utility systems in the Central Florida area. The following chart presents comparative information for an
average residential bill for the City and surrounding communities.
{OR605670;12}
23
Comparison of Monthly Water and Wastewater
Billing in the City of Ocoee and Surrounding Areas(l)
Water Wastewater Total
City of Ocoee $16.88 $33.61 $50.49
Other Similar Utilities
Brevard County 28.61 41.93 70.54
Orange County 30.43 30.43 60.86
Seminole County 13.10 37.25 50.86
Apopka 14.52 28.89 43.41
Casselberry 20.47 50.02 70.49
Lake Mary 19.80 35.00 54.80
Oviedo 13.30 37.30 50.60
Sanford 18.71 36.78 55.49
Winter Springs 12.68 32.55 45.23
Kissimmee 9.51 32.30 41.71
Orlando 16.47 45.66 62.13
Melbourne 40.00 72.22 112.22
Daytona Beach 30.87 42.69 73.56
Titusville 43.59 73.69 117.28
Cocoa 16.28 47.50 63.78
(1) Based on average monthly water and wastewater rates in effect as of October 1, 2003. Amounts shown are exclusive of
taxes, franchise fees and outside City surcharges, if any. Based on 10,000 gallons of water usage monthly.
Source: City of Ocoee.
Revenue and Maintenance Fees; Impact Fees; Other Charges and Deposits
The City charges its customers a water and wastewater capital charge of $966 and $2,865, respectively.
These charges are derived using a marginal/incremental or standards driven methodology, which are based on the
recovery of a new customer's proportionate share of the present value of capacity-related capital projects during a
base period.
The City imposes on customers holding water capacity an annual Revenue and Maintenance Fee of $117
per ERU or a monthly Revenue and Maintenance Fee of $17 per ERU. The Revenue and Maintenance Fee is paid
beginning on the 12-month anniversary of the date that the water capacity is acquired until a customer connects to
the Water System and begins paying the rates set forth above. The City also imposes on customers holding sewer
capacity an annual Revenue and Maintenance Fee of $145 per ERU or a monthly Revenue and Maintenance Fee of
$21 per ERU. The Revenue and Maintenance Fee is paid beginning on the 12-month anniversary of the date a sewer
capacity is acquired until a customer connects to the City Sewer System and begins paying the rates set forth above.
B.M.L. Investments, a Florida general partnership, has acquired and holds a substantial portion of such water and
sewer capacity and pays approximately one third of the Revenue and Maintenance fees presently received by the
City.
Collection Practices; Delinquencies
All residential and commercial customer meters are read and billed monthly. The bills become delinquent
on the 15th day of the month. At such time a $25 penalty is assessed. Utility service is terminated if payment of all
charge& and penalties is not received within 65 days from the billing date. Restoration of service requires full
payment of all current utility charges, penalties and a restoration charge of $50. The customer may also be required
to pay an additional deposit to restore service. Accounts which remain delinquent may be forwarded to authorized
collection agencies and deposits may be applied to pay such delinquencies.
{OR605670;12}
24
Accounts receivable and allowance for estimated uncollectible account balances for the past five fiscal
years are as follows:
Fiscal
Year
Accounts
Receivable
Allowance for Estimated
Uncollectible Accounts
2002
2001
2000
1999
1998
$509,825
556,046
503,288
606,377
602,615
$39,864
39,864
39,747
110,000
81,500
Source: City of Ocoee, Florida.
Regulation
The United States Environmental Protection Agency ("EPA") and the Florida Department of
Environmental Protection ("DEP"), promulgate various regulations governing operation of the System. Regulations
deal primarily with the quality of effluent discharged from sewage treatment facilities, the disposal of sludge
generated by the sewage treatment plants, the discharge of pollutants into the groundwater and the nature of waste
material discharged into the collection facilities. Associated with the regulations are various monitoring and
reporting requirements.
In addition to regulation of the sewage treatment facilities, EP A and DEP regulate the quality of the
System's water. The City presently is in compliance with all applicable regulations relating to water quality. The
consumptive use of water is administered by the St. Johns River Water Management District (the "District") through
a consumptive use permitting system, pursuant to which water resources are divided among the permitted
consumers. Pursuant to Chapter 373, Florida Statutes, the District issues consumptive use permits for the various
wellfields existing within its jurisdiction, including the wellfields that supply water for the System. The provisions
of Chapter 373, Florida Statutes, and the regulations promulgated thereunder provide for the issuance of a permit for
new uses if the proposed use of water (1) is reasonable and beneficial, (2) will not interfere with any presently
existing legal uses of water, and (3) is consistent with the public interest.
The City operates its water system under the authority granted in the Consumptive Use Permit ("CUP")
issued to the City in 1996 and valid through 2006. The City is currently exceeding its allowable withdrawal rate of
groundwater for annual average daily and maximum daily withdrawals. The District seeks to issue withdrawal
permits with limits of 150 gallons per capita per day. The City's residents are currently consuming approximately
175 gallons per capital per day. General conditions of the CUP permit include water conservation guidelines and the
City is encouraged to maximize the use of reclaimed water in lieu of groundwater supplies. The City's renewed
CUP has an increasing allocation adjustment of potable water source based on population projections through the
year 2010. The City is planning to expand its reclaimed water system throughout the City to reduce the potable
water demand and the City is planning to implement inclined water rates to promote the conservation of potable
water. The City has developed and implemented a public education/awareness program to promote conservation.
The education/awareness program has been successful in reducing the water consumption per capital, but additional
steps are needed to achieve compliance in accordance with the CUP.
The quality and quantity of wastewater facility effluent discharge is controlled by the wastewater operating
permits issued by the Florida Department of Environmental Protection. Discharges must meet the restrictions
imposed by the Federal Clean Water Act, Clean Water Act Amendments and the Florida Administrative Code.
Wastewater effluent standards are determined by the type of wastewater treatment and type of effluent disposal
method (percolation ponds, reclaimed water irrigation). The City's wastewater treatment plant is an advanced
secondary facility producing public-access level of effluent for the reclaimed water system.
The City has recently received renewal of its wastewater operating permit in September 2002. The City's
facility is in full compliance of current federal and state regulatory requirements concerning the water quality of the
effluent disposal. The City's total effluent disposal capacity is limited due to wet weather disposal and the need to
( OR605670; 12)
25
expand the reclaimed water system. The City is limited to a total effluent disposal capacity of 1.602 MGD and
based on the minimum daily flow, the City is currently exceeding the effluent disposal capacity by approximately
0.1 MGD. The Additional 2003 Project included the expansion of the reclaimed water system and the wet weather
disposal capacity. Upon completion of the expansion of the effluent disposal system, no problems are anticipated
for continuing compliance with the operating permit conditions as future customers are added to the system.
THE ADDITIONAL 2003 PROJECT
Introduction
The City has recently experienced regulatory agency concerns related to the need to expand the City's
ability to provide wastewater capacity associated with effluent disposal, wet weather disposal for the City's
reclaimed water system and the rehabilitation of the Jamela Water Treatment Facility. The City has also received
regulatory concerns related to the volume of ground water withdrawn compared to the City's consumptive use
permit limitations.
The City has developed the Additional 2003 Project to alleviate the concerns of the regulatory agencies and
provide improvements for long-term compliance with all applicable permit conditions. The Additional 2003 Project
is currently planned and under design and can be implemented within a 24-month period. The funds for
construction of the Additional 2003 Project are from the Series 2003 Bonds, fund balances of the impact fee
account, fund balance of the system renewal and replacement account and other available revenue sources as set
forth herein.
The Additional 2003 Project includes improvements to both the Water System and the Sewer System. The
estimated total cost of the Project is $7,150,000, of which $4,150,000 will be used for System improvements and
$3,000,000 will be used for water and sewer distribution/collection/transmission system improvements. The cost of
the Project will be paid for or financed from the following sources:
Existing funds from the Water and Sewer Capital Account
Funds from 1997 Bond Issuance
Proceeds of the Series 2003 Bonds
$650,000
2,000,000
7.150,000
Total Sources
$9.800.000
Capital Improvements to Sewer System
Proposed capital improvements to the Sewer System emphasize the need to expand the capacity of the
City's existing effluent and wet weather disposal system and the reclaimed water system.
Expansion of the Effluent and Wet Weather Disposal System. The City plans to connect to the regional
reclaimed water project as partners with the City of Winter Garden and Apopka. The project consists of a new
transmission pipeline from the Ocoee/Winter Garden regional system to the Apopka reclaimed system. The pipeline
project is currently being designed by the engineering firm of Ivey-Harris and completion of the project is planned
for September 2004 with the City's portion of cost estimated to be $1.1 million.
Expand City's Existing Reclaimed Water System. The City has an existing reclaimed system that serves
residential and commercial customers north of S.R. 50, primarily along the Clarke Road corridor. The City plans to
expand the reclaimed system into existing subdivisions and commercial areas by July 2004. The expansion of the
reclaimed water system will provide approximately .55 MGD of additional effluent disposal thus assisting the City
in developing additional effluent disposal capacity to comply with its FDEP permit. The City has hired the
consulting firms of Hartman & Associates, Ivey Harris and WCG, Inc. to prepare construction plans and permit
applications for expansion of the City's reclaimed system. The total cost is estimated to be $2.3 million.
The City has entered into an interlocal agreement with Orlando/Orange County (Conserv II) to obtain an
additional source of reclaimed water to supply the City's reclaimed service area south of S.R. 50. The project
{ OR605670; 12 }
26
includes a reclaimed water pump station south of S.R. 50 located on Maguire Road and reclaimed transmission
mains along Maguire Road and Professional Parkway. The reclaimed pump station has been designed and permitted
by Professional Engineering Consultants, Inc. and the reclaimed transmission mains along Maguire Road and
Professional Parkway have been designed by such fIrm. The reclaimed project is planned to provide .65 MGD of
reclaimed water resulting in a reduction of the use of potable water for irrigation thus assisting the City in achieving
compliance with its Consumptive Use Permit. The reclaimed pump station and transmission main are planned to be
completed by April 2004. The estimated cost is $2.55 million and the City has allocated $2.0 million from current
available revenue sources and plans to use $550,000 from the proceeds of the Series 2003 Bonds to fund the
remaining amount.
Distribution/Collectionffransmission System Improvements
The City is widening Professional Parkway/Old Winter Garden Road from a two-lane rural section to a
four-lane urban roadway. The road widening includes the relocation and upgrading of the existing water and sewer
distribution/collection/transmission system. The utility relocation project will occur in conjunction with the
roadway widening construction project. The design and permitting of the utility relocation is being completed by
Professional Engineering Consultants, Inc. The utility relocation project is scheduled to be completed by May 2005.
The estimated cost if $1 million.
The City is seeking to relocate and expand the existing wastewater/collection and transmission system
along S.R. 50. The existing collection/transmission system is obsolete and originally sized to accept wastewater
flow from a smaller commercial corridor along S.R. 50. The commercial corridor has expanded due to major
commercial development in and around the West Oaks Mall and other commercial parcels. The City's Activity
Centers are located along the S.R. 50 corridor. The improvements are planned to be completed by December 2004.
The cost is estimated to be $1.5 million.
The City is planning to expand Maguire Road to a four-lane urban typical section north of S.R. 50. The
City plans to widen the road by the year 2004. The road widening project (Maguire Road Phase 5) will cause the
need to relocate existing water and sewer collection and transmission mains. The cost estimated is $0.7 million.
The Additional 2003 Project - Summary
Regional Effluent Disposal and Wet Weather Disposal
$1.1 Million
Reclaimed System Expansion (Northern Service Area)
$2.3 Million
Reclaimed System Expansion (Southern Service Area)
$0.55 Million
Professional Parkway/Old Winter Garden Road Utility Relocation and Expansion
$1 Million
S.R. 50 Wastewater Collection!rransmission System Relocation and Expansion
$1.5 Million
Utility Relocation along Maguire Road
$0.70 Million
TOTAL
$7.15 Million
SUMMARY OF CONSULTING ENGINEER'S CONCLUSIONS
PEC/Professional Engineering Consultants, Inc. are the Consulting Engineers for the City with respect to
the System. Based on its general familiarity with and review of the System as indicated in the Consulting Engineer's
Report attached hereto as Appendix B (the "Report"), which Report should be read in its entirety in conjunction with
the following, the Consulting Engineers have concluded that:
{OR605670;12}
27
1. The System is in good condition and has been operated and maintained in accordance with standard utility
industry practices, and provides good, reliable and cost-effective water, sewer and reuse service to the
customers ofthe System.
2. The System is operated substantially in compliance with current Federal, State and local regulatory
requirements. Upon completion and implementation of the Additional 2003 Project, concerns related to
effluent disposal and groundwater withdrawal rates will be resolved. All regulatory permits necessary for
the operation of the System are current and upon completion of the Additional 2003 Project will be in good
standing.
3. The Additional 2003 Project is necessary and provides water, sewer and reuse service for existing and new
growth. The average annual growth rate of 400 ERUs is reasonable and valid during the 20-year planning
period. The Additional 2003 Project is technically sound and conforms to proven and industry accepted
engineering practice. The Additional 2003 Project will provide for water, sewer and reuse system
improvements and expansion which will meet Federal, State and local regulatory requirements and
projected growth related to water and sewer demands for a twenty (20) year period;.
4. The proposed Additional 2003 Project is or shall be designed in accordance with accepted engineering
standards using proven conventional technology. The proposed improvements have or shall be designed
with a high level of sensitivity to concerns held by nearby residents regarding aesthetic issues such as odor
control, noise, lighting and utility.
5. The City's management and professional staff are well qualified and certified to manage, operate and
maintain the System.
6. It is reasonable to assume that all required regulatory permits and/or governmental approvals shall be
obtained in a timely manner for regulatory compliance and will be obtained prior to construction of the
proposed Additional 2003 Project and subsequently all necessary operating permits will be obtained for the
completed capital improvements.
7. No material charges have occurred in the Additional 2003 Project which will have a negative impact on the
cost estimate for successful completion of the Additional 2003 Project.
8. Proceeds from the Series 2003 Bonds plus funds from certain existing fund balances and other available
revenues sources will be sufficient for design, construction and implementation of the Additional 2003
Project as described in the Report.
9. The useful life of the Project is in excess of the weighted life of the Series 2003 Bonds.
10. The water, sewer and reuse rates have been adjusted effective October 1, 2003 and are reasonable and
sufficient to meet projected system operating expenses, estimated project cost recovery, debt service
coverage for the Series 2003 Bonds and renewal and replacement contributions; and
11. Based on the analysis and evaluation contained in the Report and the Burton & Associates report, the
capital financing of the City's proposed Additional 2003 Project is economically feasible.
HISTORICAL AND PROJECTED SCHEDULE OF NET REVENUES
AND DEBT SERVICE COVERAGE
The information in the following table sets forth the historical and projected Net Revenues of the System
and debt service coverage. The historical data has been developed from data contained in the audited financial
statements of the City for the fiscal years ended September 30, 2000, 2001 and 2002, respectively. The projected
revenues and expenditures for the fiscal years ending September 30,2003,2004,2005,2006 and 2007, respectively,
were determined and provided by Burton & Associates, the City's Feasibility Consultant.
{OR605670; 12 }
28
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As the actual, audited results presented above indicate, impact fee revenues may vary due to various
factors, including prepayments of impact fees, secondary market sales, usage of impact fee credits purchased in prior
years, and the level of construction activity. For the purposes of the forecast, the City has assumed an average
annual amount of cash collections of $498,000 during the forecast period. This is based upon an assumed 130
equivalent residential connections per year of cash collections of impact fee revenues. To the extent that annual
fluctuations cause the actual amount of impact fee revenues in any particular year to be less than the forecast
amount, the City has the ability to apply prepaid impact fee monies collected in prior years and on deposit with the
City (currently in the amount of $2.1 million) to make up for such deficiencies.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 2003 Bonds and the issuance thereof by the City
are subject to the approval of Bryant, Miller and Olive, P.A., Tampa, Florida, Bond Counsel. Certain legal matters
will be passed upon for the City by Foley & Lardner, Orlando, Florida, City Attorney. Certain legal matters will be
passed upon for the Underwriters by their counsel, Akerman Senterfitt, Orlando, Florida.
There is no pending or, to the knowledge of the City, any threatened litigation against the City of any
nature whatsoever which in any way questions or affects the validity of the Series 2003 Bonds, or any proceedings
or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the
imposition, collection or application of the Pledged Funds. Neither the creation, organization or existence, nor the
title of the present members of the City Commission, or other officers of the City is being contested.
The City experiences claims, litigation, and various legal proceedings which individually are not expected
to have a material adverse effect on the operations or financial condition of the City, but may, in the aggregate, have
a material impact thereon. In the opinion of the City Attorney, however, the City will either successfully defend
such actions or otherwise resolve such matters without any material adverse consequences to the financial condition
of the City.
TAX EXEMPTION
General
The Internal Revenue Code of 1986, as amended, establishes certain requirements which must be met
subsequent to the issuance and delivery of the Series 2003 Bonds in order that interest on the Series 2003 Bonds be
and remain excluded from gross income for purposes of Federal income taxation. Non-compliance may cause
interest on the Series 2003 Bonds to be included in Federal gross income retroactive to the date of issuance of the
Series 2003 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These
requirements include, but are not limited to, provisions which prescribe yield and other limits within which the
proceeds of the Series 2003 Bonds and the other amounts are to be invested and require that certain investment
earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The
City has covenanted in the Resolution to comply with such requirements in order to maintain the exclusion from
Federal gross income of the interest on the Series 2003 Bonds.
In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under ~xisting
laws, regulations, judicial decisions and rulings, interest on the Series 2003 Bonds is excluded from gross income
for purposes of Federal income taxation. Interest on the Series 2003 Bonds is not an item of tax preference for
purposes of the Federal alternative minimum tax imposed on individuals or corporations; however, interest on the
Series 2003 Bonds may be subject to the alternative minimum tax when any Series 2003 Bond is held by a
corporation. The alternative minimum taxable income of a corporation must be increased by 75% of the excess of
such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment
and the alternative tax net operating loss deduction). "Adjusted current earnings" will include interest on the Series
2003 Bonds. The Series 2003 Bonds are exempt from all present intangible personal property taxes imposed
pursuant to Chapter 199, Florida Statutes.
Except as described above, Bond Counsel will express no opinion regarding the Federal income tax
consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 2003 Bonds.
{OR605670;12}
30
Prospective purchasers of Series 2003 Bonds should be aware that the ownership of Series 2003 Bonds may result in
collateral Federal income tax consequences, including (1) the denial of a deduction for interest on indebtedness
incurred or continued to purchase or carry Series 2003 Bonds, (2) the reduction of the loss reserve deduction for
property and casualty insurance companies by 15% of certain items, including interest on the Series 2003 Bonds,
(3) for taxable years beginning before January 1, 1996, the inclusion of interest on Series 2003 Bonds in "modified
alternative minimum taxable income" for purposes of the environmental tax imposed on corporations, (4) the
inclusion of interest on the Series 2003 Bonds in earnings of certain foreign corporations doing business in the
United States for purposes of a branch profits tax, (5) the inclusion of interest on Series 2003 Bonds in passive
income subject to Federal income taxation of certain Subchapter S corporations with Subchapter C earnings and
profits at the close of the taxable year, and (6) the inclusion of interest on the Series 2003 Bonds in "modified
adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for purposes of
determining whether such benefits are included in gross income for Federal income tax purposes.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2003 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MA Y HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS. PROSPECTIVE
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT
REGARD.
During recent years legislative proposals have been introduced in Congress, and in some cases enacted, that
altered certain Federal tax consequences resulting from the ownership of obligations that are similar to the Series
2003 Bonds. In some cases these proposals have contained provisions that altered these consequences on a
retroactive basis. Such alteration of Federal tax consequences may have affected the market value of obligations
similar to the Series 2003 Bonds. From time to time, legislative proposals are pending which could have an effect
on both the Federal tax consequences resulting from ownership of Series 2003 Bonds and their market value. No
assurance can be given that legislative proposals will not be introduced or enacted that would or might apply to, or
have an adverse effect upon, the Series 2003 Bonds.
Tax Treatment of Original Issue Discount
Under the Code, the difference between the maturity amounts of the Series 2003 Bonds maturing in the
years _ through _ and the initial offering price to the public, excluding bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of
Series 2003 Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue
over the term of such Series 2003 Bonds at a constant interest rate compounded periodically. A purchaser who
acquires such Series 2003 Bonds in the initial public offering at a price equal to the initial offering price thereof to
the public will be treated as receiving an amount of interest excludable from gross income for federal income tax
purposes equal to the original issue discount accruing during the period he or she holds such Series 2003 Bonds, and
will increase his or her adjusted basis in such Series 2003 Bonds by the amount of such accruing discount for
purposes of determining taxable gain or loss on the sale or other disposition of such Series 2003 Bonds. The federal
income tax consequences of the purchase, ownership and redemption, sale or other disposition of Series 2003 Bonds
which are not purchased in the initial offering at the initial offering price may be determined according to rules
which differ from those above. Owners of such Series 2003 Bonds should consult their own tax advisors with
respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or
other disposition of Series 2003 Bonds and with respect to the state and local tax consequences of owning and
disposing of Series 2003 Bonds.
Tax Treatment of Original Issue Premium
The Series 2003 Bonds maturing in the years _ were offered at a price in excess of the principal
amount thereof. Under the Code, the excess of the cost basis of a bond over the principal amount of the bond (other
than for a bondholder who holds a bond as inventory, stock in trade, or for sale to customers in the ordinary course
of business) is generally characterized as "bond premium." For federal income tax purposes, bond premium is
amortized over the term of the bonds. A bondholder will therefore be required to decrease his basis in the Series
2003 Bonds by the amount of the amortizable bond premium attributable to each taxable year he holds such Series
2003 Bond. The amount of the amortizable bond premium attributable to each taxable year is determined on an
{OR605670; 12}
31
actuarial basis at a constant interest rate compounded on each interest payment date. The amortizable bond premium
attributable to a taxable year is not deductible for federal income tax purposes.
In addition, the Series 2003 Bonds maturing in the years _ and _ were offered at prices in excess of
the principal amount thereof to achieve a yield based upon the date on which such Series 2003 Bonds are subject to
optional redemption by the Issuer (the "Call Date") rather than the maturity date (the "Callable Premium Bonds").
Under the Code, the excess of the cost basis of a Callable Premium Bond over the amount payable at the Call Date
of the Callable Premium Bond that minimizes the yield to a purchaser of a Callable Premium Bond (the "Lowest
Yield Call Date") (other than for a bondholder who holds a bond as inventory, stock in trade, or for sale to
customers in the ordinary course of business) is generally characterized as "bond premium." For federal income tax
purposes, bond premium is amortized over the period to the Lowest Yield Call Date of a Callable Premium Bond. A
bondholder will therefore be required to decrease his basis in the Callable Premium Bond by the amount of the
amortizable bond premium attributable to each taxable year he holds such Callable Premium Bond. The amount of
the amortizable bond premium attributable to each taxable year is determined on an actuarial basis at a constant
interest rate compounded on each interest payment date. The amortizable bond premium attributable to a taxable
year is not deductible for federal income tax purposes.
Holders of the Series 2003 Bonds described above should consult their own tax advisors with respect to the
precise determination for federal income tax purposes of the treatment of bond premium upon sale, redemption, or
other disposition of such Series 2003 Bonds.
VERIFICA TION
The accuracy of the mathematical computations of the adequacy of the maturing principal amounts and
interest on escrow securities and initial cash balances to pay all principal of, interest on, and redemption premium
and accrued interest on the Refunded Bonds through their redemption dates will be verified by
Such verification will be based upon information provided by the Underwriters and the Financial Advisor.
UNDERWRITING
The Underwriters have agreed, subject to certain conditions, to purchase the Series 2003 Bonds from the
City at a price $ , (which represents the principal amount of the Bonds less an original issue discount
of $ and less an underwriters' discount of $ ) plus accrued interest. The Underwriters'
obligation is subject to certain conditions precedent, and they will be obligated to purchase all of the Series 2003
Bonds if any Series 2003 Bonds are purchased. The Series 2003 Bonds may be offered and sold to certain dealers
(including dealers depositing such Series 2003 Bonds into investment trusts) at prices lower than the public offering
prices stated on the cover page hereof, and such public offering prices may be changed from time to time by the
Underwriters.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of Series 2003 Bondholders to provide certain financial
information and operating data relating to the City and the Series 2003 Bonds in each year (the "Annual Report"),
and to provide notices of the occurrence of certain enumerated material events. Such covenant shall only apply so
long as the Series 2003 Bonds remain outstanding under the Resolution. The covenant shall also cease upon the
termination of the continuing disclosure requirements of SEC Rule 15c2-12(b)(5) (the "Rule") by legislative,
judicial or administration action. The Annual Report will be filed by the City with each Nationally Recognized
Municipal Securities Information Repository (the "NRMSIRs") described in "APPENDIX F - FORM OF
CONTINUING DISCLOSURE CERTIFICATE" attached hereto, as well as any state information depository that is
subsequently established in the State of Florida (the "SID"). The notices of material events will be filed by the City
with the NRMSIRs or the Municipal Securities Rulemaking Board, and with the SID. The specific;: nature of the
information to be contained in the Annual Report and the notices of material events are described in
"APPENDIX F - FORM OF CONTINUING DISCLOSURE CERTIFICATE," which shall be executed by the City
at the time of issuance of the Series 2003 Bonds. These covenants have been made in order to assist the
Underwriters in complying with the Rule.
{OR605670; 12}
32
With respect to the Series 2003 Bonds, no party other than the City is obligated to provide, nor is expected
to provide, any continuing disclosure information with respect to the aforementioned Rule. It is the intent of the
City that specific performance be the sole remedy for an event of default under the Continuing Disclosure
Certificate. The City is in compliance with its continuing disclosure obligations with respect to its outstanding
bonds that are subject to the Rule.
RATINGS
It is anticipated that Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies Inc.
("S&P) and Fitch Ratings ("Fitch") shall assign municipal bond ratings of "AAA," and "AAA," respectively, to this
issue of Series 2003 Bonds with the understanding that upon delivery of the Series 2003 Bonds, a policy insuring the
timely payment of the principal of and interest on the Series 2003 Bonds will be issued by Ambac Assurance
Corporation. Such ratings reflect only the views of the rating agencies, and an explanation of the significance of
such ratings may be obtained from the applicable rating agency. There is no assurance that such ratings will
continue for any given period of time or that they will not be revised or withdrawn entirely by such rating agencies,
if in their judgment, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an
adverse effect upon the market price of the Series 2003 Bonds.
FINANCIAL STATEMENTS
The audited financial statements of the City for the Fiscal Years ended September 30, 2001 and
September 30, 2002, including the audit report, dated November 18, 2002, of McDirmit, Davis, Puckett &
Company, LLC, independent accountants, are set forth in "APPENDIX C - AUDITED FINANCIAL
STATEMENTS OF THE CITY" attached hereto.
FINANCIAL ADVISOR
The City has retained First Southwest Company, Orlando, Florida ("First Southwest") as financial advisor
with respect to the issuance of the Series 2003 Bonds. First Southwest is not obligated to undertake and has not
undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or
fairness of the information contained in the Official Statement.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Florida law requires the City to make a full and fair disclosure of any bonds or other obligations which it
has issued or guaranteed and which are or have been in default as to principal or interest at any time after
December 31, 1975 (including bonds or other debt obligations for which it has served as a conduit issuer). The City
is not and has not been in default as to principal and interest on non-conduit bonds or other debt obligations which it
has issued or guaranteed. The City has not served as a conduit issuer for bonds or other debt obligations.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2003 Bonds upon an event of default under the
Resolution and any policy of insurance referred to herein are in many respects dependent upon judicial actions
which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial
decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution, the Series
2003 Bonds and any policy of insurance referred to herein may not be readily available or may be limited. The
various legal opinions to be delivered concurrently with the delivery of the Series 2003 Bonds (including Bond
Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal
instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the
rights of creditors enacted before or after such delivery.
FORWARD LOOKING STATEMENTS
The statements contained in this Official Statement, and in any other information provided by the City, that
are not purely historical, are forward-looking statements, including statements regarding the City's expectations,
{OR605670; 12}
33
hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking
statements. All forward looking statements included in the Official Statement are based on information available to
the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. I t is
important to note that the City's actual results could differ materially from those in such forward-looking statements.
The forward-looking statements herein are necessarily based on various assumptions and estimates and are
inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible
invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic,
business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be
taken by third parties, including customers, suppliers, business partners and competitors and legislative, judicial and
other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect
to, among other things, future economic, competitive, and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any
of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Official Statement would prove to be accurate.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally
or in writing is to be construed as a contract with the owners of the Series 2003 Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed
as a representation by the City or the Underwriters. The information and expressions of opinion herein are subject
to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create,
under any circumstances, any implication that there has been no change in the affairs of the City from the date
hereof.
This Official Statement is submitted in connection with the sale of the securities referred to herein and may
not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement
involving matters of opinion, whether or not expressly so stated are intended as such and not as representations of
fact. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers
or the Holders of any of the Series 2003 Bonds.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
{OR605670;12}
34
CERTIFICATE AS TO OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized by the City Commission of
the City. At the time of delivery of the Series 2003 Bonds to the Underwriters, the City will provide to the
Underwriters a certificate (which may be included in a consolidated closing certificate of the City), signed by the
City official who signed this Official Statement, relating to the accuracy and completeness of certain materials in
this Official Statement and to its being a "final official statement" in the judgment of the City Commission for the
purpose of SEC Rule 15c2-12(b)(3) or which is necessary in order to make the statements contained herein, in light
of the circumstances under which they were made, not misleading; provided, however, no representation is made
relating to DTC, the book-entry system, Financial Security or the Policy.
CITY OF OCOEE, FLORIDA
By:
S. Scott Vandergrift, Mayor
Executed on:
,2003
(SEAL)
{ OR605670; 12 }
35
APPENDIX A
GENERAL INFORMATION CONCERNING
THE CITY OF OCOEE AND ORANGE COUNTY
{OR605670; 12 }
APPENDIX B
ENGINEERING REPORT OF
PROFESSIONAL ENGINEERING CONSULTANTS, INC.
{OR605670;12}
APPENDIX C
AUDITED FINANCIAL REPORT OF THE CITY
{ OR605670; 12}
{OR605670; 12}
APPENDIX D
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION
APPENDIX E
FORM OF BOND COUNSEL'S LEGAL OPINION
{OR605670;12 }
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
{ OR605670; 12 }
{ OR605670; 12}
APPENDIX G
SPECIMEN COPY OF MUNICIPAL BOND INSURANCE POLICY
{OR605670;12}
APPENDIX H
FINANCIAL FEASIBILITY REPORT OF BURTON & ASSOCIATES
EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
C-l
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of ,2003, by and between the
CITY OF OCOEE, FLORIDA (the "Issuer"), and SUNTRUST BANK, ORLANDO FLORIDA, 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");
WIT N E SSE T H:
WHEREAS, the Issuer has previously authorized and issued obligations, hereinafter defined
as "Refunded Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth on
Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of
the Refunded Bonds by depositing with the Escrow Agent an amount which together with investment
earnings thereon is at least equal to such Total Debt Service; and
WHEREAS, in order to obtain the funds needed for such purpose, the Issuer has authorized
and is, concurrently with the delivery of this Agreement, issuing its Water and Sewer System
Refunding and Improvement Bonds, Series 2003, as defined herein; and
WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the
provisions hereof shall defease and discharge the Issuer from the aforestated obligations;
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 interest, principal and redemption on the Refunded
Bonds coming due in such year as shown on Schedule A attached hereto and made a part hereof.
(c) "Bonds" means the $15,000,000 City of Ocoee, Florida Water and Sewer System
Refunding and Improvement Revenue Bonds, Series 2003, issued under the Resolution.
(d) "Eligible Securities" means direct, full faith and credit, non-callable obligations of the
United States of America.
(e) "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 of and accrued interest on the Refunded Bonds as they
become due and payable.
(f) "Escrow Agent" means SunTrust Bank, Orlando, Florida, having its primary corporate
trust office in Orlando, Florida, and its successors and assigns.
(g) "Escrow Requirement" means, as of any date of calculation, the sum of an amount in
cash and principal amount of Federal Securities in the Escrow Account which together with the
interest to become due on the Federal Securities will be sufficient to pay the Total Debt Service on
the Refunded Bonds in accordance with Schedule A.
(h) "Issuer" means the City of Ocoee, Florida, and its successors and assigns.
(i) "Resolution" means collectively, Resolution No. 93-02 adopted February 2, 1993, as
amended and supplemented and Resolution No. adopted by the governing body of the
Issuer on November _, 2003, authorizing issuance of the Bonds.
(j) "Refunded Bonds" means all or a portion of the Issuer's remaining outstanding City of
Ocoee, Florida Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993
as shown on Schedule D.
(k) "Total Debt Service" means the sum of the principal, premium 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 Bonds. $ of such
funds are being derived from legally available funds of the Issuer. The Issuer represents that such
securities and funds are at least equal to the Escrow Requirement as of the date of such deposit.
SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt ofthe
sum described in Section 2 and agrees:
(a) to hold the funds and investments purchased 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 immediately invest $ of such funds derived from the proceeds of the
Bonds and other legally available funds of the Issuer in the Eligible Securities set forth on Schedule
C attached hereto and to hold such securities in accordance with the terms of this Agreement;
(c) in the event the securities described on Schedule C cannot be purchased, substitute
securities may be purchased with the consent of the Issuer but only upon receipt of verification from
an independent certified public accountant that the cash and securities deposited will not be less than
the Escrow Requirement and only upon receipt of an opinion of Bryant Miller & Olive P.A., that
such securities constitute Eligible Securities for purposes of this Agreement;
2
(d)
hereof.
there will be no investment of funds except as set forth in this Section 3 and Section 5
SECTION 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow
Agent shall transfer to Wachovia Bank, National Association, Jacksonville, Florida (formerly First
Union Bank of Florida), 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 dates, as
shown on Schedule A.
(b) Expenses. On each of the due dates as shown on Schedule B, the Escrow Agent shall
pay the portion of the expenses coming due on such date to the appropriate payee or payees
designated on Schedule B or designated by separate certificate of the Issuer.
(c) Surplus. After making the payments from the Escrow Account described in Subsection
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 Escrow Requirement until the termination of this Agreement, and
shall then pay any remaining funds to the Issuer for deposit into the Debt Service Fund to pay interest
on the Bonds.
(d) Priority of Payments. The Holders of the Refunded Bonds shall have an express first
priority security interest in the funds and Eligible Securities in the Escrow Account until such funds
and Eligible Securities are used and applied as provided in this Agreement.
SECTION 5. Reinvestment. (a) Except as provided in Section 3 and in this Section, 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 Eligible Securities held hereunder.
(b) At the written request of the Issuer, and upon compliance with the conditions hereinafter
stated, the Escrow Agent shall sell, transfer or otherwise dispose of any of the Eligible Securities
acquired hereunder and shall substitute other Eligible Securities and reinvest any excess receipts in
Eligible Securities. Any costs involved will be borne by the Issuer. The Issuer will not request the
Escrow Agent to exercise any of the powers described in the preceding sentence in any manner
which will cause interest on the Bonds to be included in the gross income of the Holders thereof for
purposes of Federal income taxation. The transactions may be effected only if (i) an independent
certified public accountant selected by the Issuer shall certify or opine in writing to the Issuer and the
Escrow Agent that the cash and principal amount of Eligible Securities remaining on hand after the
transactions are completed will be not less than the Escrow Requirement, and (ii) the Escrow Agent
shall receive an opinion from a nationally recognized bond counsel acceptable to the Issuer to the
effect that the transactions, in and by themselves will not cause interest on such Bonds to be included
3
in the gross income of the Holders thereof for purposes of Federal income taxation and such
substitution is in compliance with this Agreement.
SECTION 6. No Redemption or Acceleration of Maturity. Except as set forth in the
Resolution and reflected on Schedule A hereto, the Issuer will not accelerate the maturity of, or
exercise any option to redeem before maturity, any Refunded Bonds.
SECTION 7. 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, the purchase of
the Eligible Securities, the retention of the Eligible Securities or the proceeds thereof 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 obli-
gations of the Escrow Agent may be determined by the express provisions of this Agreement. The
Escrow Agent may consult with counsel, who mayor 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 conc1usi vel y established by a certificate signed by an authorized officer of the
Issuer.
SECTION 8. 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 Bonds, 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 9. 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 filed
with the Issuer, and notice in writing given by such Holders to the original purchaser or purchasers of
the Bonds 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 financialjoumal 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.
4
(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 Bonds 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 10. 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 appoint an Escrow Agent to fill such vacancy. 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 Bonds 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.
(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 pre-
scribe, 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 the bond
administration portion of its corporate trust business and assets as a whole or substantially as a
5
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 assume in writing all the trust, duties and
responsibilities of the Escrow Agent hereunder.
SECTION 11. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it
has agreed to accept compensation under the Agreement in the sum of $ , payable at closing,
for services to be performed by the Escrow Agent pursuant to this Agreement, plus out-of-pocket
expenses (including attorneys fees) to be reimbursed at cost from legally available funds of the
Issuer. 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 12. 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.
SECTION 13. Severability. If anyone 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
Moody's Investors Service at the address set forth in Section 14, but such covenant or agreements
herein contained shall be null and void and shall in no way affect the validity of the remaining
provisions of this Agreement.
SECTION 14. 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 Bonds and it shall not be
repealed, revoked, altered or amended in whole or in part without the written consent of all affected
Holders, 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 anyone 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 Bonds
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.
6
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
SECTION 15. Indemnity. To the extent permitted by law, 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,
the establishment of the Escrow Account established hereunder, the acceptance of the funds and
securities deposited therein, the purchase of the Eligible Securities, the retention of the Eligible
Securities or the proceeds thereof and any payment, transfer or other application of funds or
securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, how-
ever, 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 Escrow
Requirement. Furthermore, the Escrow Agent shall not be liable for the accuracy of the calculation
as to the sufficiency of moneys and the principal amount of Eligible Securities and the earnings
thereon to pay the Escrow Requirement.
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 construed under the laws of the
State of Florida.
7
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)
Mayor
ATTEST:
Clerk
8
ESCROW DEPOSIT AGREEMENT
SUNTRUST BANK, ORLANDO FLORIDA
(SEAL)
By
ATTEST:
9
SCHEDULE A
TOTAL DEBT SERVICE
FOR
REFUNDED BONDS
[Schedule Attached]
Name ofPavee
NONE
SCHEDULE B
EXPENSES TO BE PAID BY ESCROW AGENT
Amount
SCHEDULE C
SCHEDULE OF ELIGIBLE SECURITIES
[Schedule Attached]
SCHEDULE D
[Schedules attached]
EXHIBIT D
MUNICIPAL BOND INSURANCE COMMITMENT
D-l
Ambac Assuran~ Corporation
One State Street Plaza
New York, NY 10004
212.668.0340
A member of Ambac Financial Group, Inc.
COMMITMENT FOR FINANCIAL GUARANTY INSURANCE
Obligor:
CI1Y OF OCOEE, FLORIDA
Commitment Number: 25840
Commitment Date: November 3, 2003
Expiration Date: February 2, 2004
Obligations: $13,780,000. Water and Sewer Refunding and Improvement Revenue Bonds, Series 2003,
dated November 1, 2003 maturing on October 1 in the years 2004 through 2033, both
inclusive.
Insurance premium: 0.4880/. of the total principal and interest due on the Obllgations (Fitch,Inc.,
Moody's Investon Service and Standard & Poor's Credit Markets Services assess separate rating fees
which are payable directly to them. Each rating agency will bill separately and all questions
regarding the payment of soch feeS must be addressed to the appllcable agency.)
Ambac Assurance Corporation ("Ambac''), a WISCOnsin Stock Insurance Corporation,
hereby commits to issue a Financial Guaranty Insurance Policy (the "Policy") relating to the above-
described debt obligations (the "Obligations"), substantially in the form imprinted in this Commitment,
subject to the terms and conditions contained herein or added hereto (see conditions set forth herein).
To keep this Commitment in effect after the expiration date set forth above, a request for renewal must be
submitted to Ambac prior to such expiration date. Ambac reserves the right to refuse wholly or in part to
grant a renewal.
The Financial Guaranty Insurance Pollcy shall be issued if the following conditions are satisfied:
1. The documents to be executed and delivered in connection with the issuance and sale of the. Obligations
shall not contain any untrue or misleading statement of a material fact and shall not fail to state a
material fact necessary in order to tnake the information contained therein not misleading.
2. No event shall occur which would permit any purchaser of the Obligations, otherwise required, not to be
required to purchase the Obligations on the date scheduled for the issuance and delivery thereof.
3. There shall be no material change in or affecting the Obligations (including, without limitation, the
security for the Obligations or the proposed debt service structure for the Obligations)orthe financing
documents or the official statement (or any similar disclosure document) to be executed and delivered in
connection with the issuance and sale of the Obligations from the descriptions or schedules thereof
heretofore provided to Ambac. .
· Subject to change, with Ambac's approval.
4. The Obligations shall contain no reference to Ambae, the Policy or the financial guaranty insurance
evidenced thereby except as may be approved by Ambac.
5, Ambac shall be provided with:
(a) Executed copies of all financing documents, the official statement (or any similar disclosure
document) and the various legal opinions delivered in connection with the issuance and sale of the
Obligations; including, without limitation, the unqualified approving opinion of bond counsel
rendered by a law firm acceptable to Ambac. The form of Bond Counsel's approving opinion shall
also indicate, if applicable, that the Obligations are exempt from federal income taxation, that the
Obligor must comply with certain covenants under and pursuant to the new tax . law and that the
Obligor has the legal power to cortlply with such covenants. Such opinion of bond counsel shall be
addressed to Ambac or, in lieu thereof, a letter shall be provided to Ambac to the effect that Ambac
may rely on such opinion as if it were addressed to Ambac.
(b) Evidence of a wire transfer in an amount equal to the insurance premium at the time of the issuance
and delivery of the Obligations.
6. Unless expressly waived in whole or in part by Ambac, the financing documents and the Official
Statement shall contain (a) theterms and provisions provided in Ambac's STANDARD PACKAGE
transmitted herewith, and (b) any additional oral or written provisions or comments submitted by
Ambac.
7. Ambac shall receive a copy of any insmance policy, surety bond, guaranty or indemnification or any
other policy, contract or agreement which provides for payment of all or any portion of the debt, the
costs of reconstruction, the loss of business income or in any way secures, ensures or enhances the
inCOItte stream anticipated to pay the Obligations.
8. Any provisions or requirements of the Purchase Contract or Bond Purchase Agreement referencine:
Ambac must be sent to the attention of Danielle Brackett not less than five (5) business days prior to
closing. . If such provisions or requirements are not received within that time, compliance may not be
possible.
9. Review and approval by Ambac at least 5 days prior to the closing of the Escrow Agreement for the
defeasance of the applicable Obligations (the "Prior Obligations'').
10, Prior to closing, Ambac must receive certification by an accounting firm acceptable to Ambac that the
securities invested are sufficient to pay the Prior Obligations. Upon receipt of this commitment Ambac
should be notified which firm will be providing certification.
11. Receipt of an acceptable opinion of counsel addressed to Ambac that the Prior Obligations have been
legally defeased.
12. Receipt of an acceptable opinion of counsel addressed to Ambac with regard to the validity and
enforceability of the Escrow Agreement.
13. If a forward supply contract is used:
(a) Securities delivered to the escrow agreement must be non-callable U.S. Government obligations,
which do not mature later than the date needed to pay debt service on the refunded Obligations.
(b) The CPA verification must be in form and substance satisfactoiy to Ambac and must opine that
the escrow is sufficient to defease the refimded Obligations whether or not the forward supply
contract provider delivers securities to the escrow.
(c) The forward supply contract must specify that (i) the purchase price of the securities delivered to
the escrow must not exceed the amount of cash received from maturing securities in the escrow,
as specified in the verification, and (ii) the maturity value of the securities delivered to the escrow
must not be less than the purchase price paid for such securities.
(d) The forward supply contract provider shall have no recourse to the escrow upon any failure of the
Obligor or escrow agent to perform its obligations under the forward supply contract. Other than
the payment of the purchase price for the securities to be delivered pursuant to the forward supply
contract, no payments of any other kind may be made from the escrow in respect of the forward
supply contract
(e) The forward supply contract provider must be rated at least A by a nationally recognized rating
agency.
(f) The forward supply contract shall be in form and substance satisfactory to Ambac.
14. At the end of any fiscal year where the City is not in compliance with the rate covenant, the City
agrees to conduct an independent rate study.within sixty (60) days and implement the recommended
rates or another plan approved by the Insurer within six (6) months.
~
Authorized Offi ..
EXHIBIT E
GUARANTY AGREEMENT
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.. GUARANTY AGREEMENT dated as of : 200_byandbetween . .' a
.... . public body corporate organi:red and existing under the laws. of the State of. . (the '''Obligor''); arid ...'
. AMBAC ASSURANCECORPQRATlON("Ambac"X a Wisconsin domiciled. stock insurance company;
WHEREAS, A1n.bacwiU issue Its Surety Bond. (the "Surety Bond"), substantially jrithe fomiset forth .
in Az1nexAto this Agreement, gu&-anteeing certain paymentsby the Obligor subjectt~ the terms and -limitations
ofth~SuretyBon~;'and . . .... . ... ", ,...
wHEREAS, to induce Ambac to issue the, Surety, :Bond, the Obligor has agreed tripay the premium for
such Surety Bond andtoi"eimburseAmbac forallpayments.madeby Ambac undertheStjI"ety Bondfronl
Legally Available Funds,;ill as~ore fully. set forth. in. this Agreement; and. . .
.. . WHEREAS, the Obligor un:derstands that: Ambacexpressly requires the. delivery of this Agreement as'.
part of the consideration for the execution by Arnbac of the Surety Bond; and.
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NOW, THEREFORE, in co~sideration of the premises and of the agreements herein containedliTId. of
the execution ofthe SuretyBond,the ObligofandAmbac agree as follows: .
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(a) Ambacwill issue theSllfety Bond inaccordaIl.c:ewith.and subjeet to the terms and conditions of the
Commitment. ..
(b) The maximumJiabilit}rofAriibac under the Surety Bondmdthecoverage and teIm there<)fshall be stibje~t
to and limited by the Surety Bon9- Coverage. and the terms 'arid conditions ,of the Surety Bond, .... .
(~)P~yments made under the Surety Bond wilireduce.the Surety Bond Coverage to the extent of that payment,
.' provided thatthe Surety BoridCoverageshallpe automatically reinstated to the extent 'oftpe reimbursement of
principal by the Obligor ofanypayment.rnadebYArr,1ba~.Ambae:shall notify the Paying Agent iI1 writing 110,
later than. the fifth . (5th) dRy: folIowingthe.'reimbursementPy the..Obligor.that the Surety Bond has been.'.
. reinstated to the extent otsuchreimbursement ,.. . ... . .' -. ..
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Section 1.03.Premium.Jn consi9-eration ofAmbac agreeing to issue 1:h:e Surety Bond heretmdet,theObligor
. hereby agrees topay or. cause to be p.aidfrom ~gallyAvailableFunds theprennumset forth in the
Commitment' ...,.,. ,... .... .... . .. . ... '. . .. .
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ARTICLEU
(a) The Obligor will re~burse Ambac,frolll Legal}yAVailable Funds within the Reim"ursementPeriod,
.'. Without demand . or . notice by Ambac to the Obligor or any other . person, to. the ext~tof each SuretY. Bond
. Payment with interest on each Surety Bond Payment from.andincluding the date. made to the date of the
. . reimbursement by the Obligor at the Effective Interest Rate. .The Obligor agrees that it shall make monthly level
. principal reiJaymentsforea9h Surety Bond Payment during the Reimbursement Period. Interest on. each Surety.
Bond Payment shall be paid monthly during the Reimbursement Period. To the. extent that interest payments due '..
hereundeiare :not paid ona monthly basis', or are not paid .as eacb principal repaymentis made, interest shall
. accrue on sucbunpaidamountsata rate equal to the Effective Interest Rate.
(b) The Obligor also a~ees" to reimburse Ambac,' from Legally Available, Fun&;'iInmediately and
. unconditionally upon:. demand. for" all reasonable' expenses'. incun;ed by. Ambacin cOmiec:tionwith. the Surety.
. Bond and the enforcement by Ambac of the Obligor's obligations tinder this Agreement to~etherwith interest
on all such expenses from and including the date which is 30 days from the date a statement for such expenses isc .
received by the Obligor incurred to the date of payment a.tthe rate set forth in subseCtiQIl (a)()fthis Section 2.01.
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Section 2.03:..... Security. fotPavments;.. Instruments of Further Assurance.. To the ..extent, b\ltonlyto the exten' .
. ... ._ that the Resolutionpledges to the Owners or any paying agenftherefor, or grants a SC9~ty interest or lien: in or
on any collateral property, revenue or otherpaym,ents ("Collateral and Revenues") in order to secure the ...
Obligations or proVide a soi.l1'ce of payment for the Obligations, the Obligor hereby gn!11ts to. Arribac a secUrity. ..
'0 interest in or lien on; as the case may be, and piedges to Ambac all such Collateta1 and Revenues assecurityfor
payment of all amounts due hereunder,:which.securityinterest, lien and/or pledge createdorgrarited under this..
Section2.0Jshall be subordinate only to the interests of the OwnersaIid any paying agent therefor 41 such .
; Collateral and Revenues. The Obligor agrees that it will,from time to time, execute, acknowledge and deliver,
or cause to be executed, acknowledged and delivered~anyai1d allfinancingstatements,jfapp1icable,and~.. .
....otherfurther instruments. 31l..rnay be required by lawor.asshallreasonably be requested by Ambac. for the
. perfection: of the security interest, if any, granted .under this Section2.03 and for the presefvation and protection'
of all rights of A,ffibac under thisSectiori2.03. .. .. .. ..
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Section. 2;02. . Allocation of Payments: Ambac arid the Obligor hereby agree that each repayment of principal...
. . r~ceived bY.Ambac from or Qnbehalf of the Obligor as. a . reimbursement to' Ambac as required by Section
2.0 I (a) . hereof shall be appli~ to reinstate alLor a "portion of the Surety ~ond Coverage to the . extent of such
... . repayment. Any interest payabiepursuant t6 Section 2.01(a} hereOf shall notbe applied to the rdnstatemenfof
. any portion of the SuretY Bond Coverage. . '. ... . ... . ....-
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Section 2~04... Unconmtional..Obligation. . The obligations of the Obligor hereunder . are . absolute.
unconditional and will be paid Qr performed strictly inaccotdance with this A~eement,irtespective of:
(a). any lack of vaiidity or enforceability of, or' any amendtnent. ot other modificationof,'or waiver 'with res~ect ...
to the Resolutiol1 or the Obligations; -. . . .. .
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(d) whether ,or not .such .obligations are oontingent or. matured, disputed or undisputed,: liquidated or
un,liquidated. .
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(a) The' Obligor shall [ail to pay toAmbac anyalllount payable under Sections 1.04 and 2.0 lheI:eo(~dsuch
. failure shan have continuedfor B.period in excess of the ReimbursemeritPeriod;
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(b) Any material representation or warrantymadebytheObHgor hereunder or under the ResQlutionorany
statement in the application for .the Surety Bond or any report, certificate, financial statement or other instrument..
proVided in connection with the Commitment,. the Surety Bond or herevvith,shall have been materially false at .
thetimewhenma~e; .. .. . '........ .. .. '.... .... .' ...
(~) ExcePt as otherWise provided in this Section 3.0.1, the Qbligorshallfail to.perfortn any of its ,other
obligations' under this. Agreement, provided that such Jailurecontinues . for more than thirty (3()) days' after
receipt by the Obligor of notice: ofsuch failure to perform; .,
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(d) TheObligoi' shall (i)voluntaiilycommence any proceeding or file any petition seekirigtelief under the
,United States Bankruptcy Code or. any other Federal,. state or foreignbai1kruptcy,insolvencyorsiniilarlaw, (ii)
. consent to the instittition 0[, or fail to controvert in a timely and appropriate manner, any such proseeding or the
filing of any such petitiOn. (iii) apply for or, consenCto, theappoip,tment Of a receiver; payingligent, custodian,
sequestrator ,or similar official for the Obligor or fora substantial part of its property, (iv) file an answer
.. admitting the' material'. allegations of a.petition filed. against it in any SIlCn. proceedtng, (v).. make. a general
assignment for the benefit ofcreditors,(vi) become unable, admit in writing ifsinabilityor failgenerally to pay
its debts as they become due or (vii) take action for the purpose of effecting any of the ~oregoing;or.
(e). An involuntary proceeding shall be commenced or an : iiivoltfutary . petition ,shall' be filed in .acmJI't ,of
competerit jurisdictioriseeking (i) relief in resp~t of the ,obligor" or of a stlbstantialpartof its property, under
, the United StatelilBaruauptcy Code or any other Federa1;state or foreign bankruptcy, insolvency or similar law
. or (ii)theappointn).ent ora receiver, paying agent; custodian; seque~tratororsimilar official for.the Obligor or.
, for a Substantial paitof itsprop~;and su.chproceedingor petition shall continueundismissed for sixty (60)
. days or anordeior decree approving or ordering any of the foregoing shall continue: unstayed and in effect for
thirty (30) days.. . .. .
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Section 3.02. . Remedies.' If an Event of befuult shall occur !lIldbe continuitig,: then .Ambacmaytakewhatever
action' at law. orin equity may appear necessary. or desirable to collect the amounts then due and 'thereafter to .
become due under this Agreement or any related instrument and enforce any obligation, agreement or ~ovenant.
of the Obligor under this Agreement; . proyided,. however, that Anibac may not take any action to direc;t. or
require acceleration or other early redemption of the . Obligations: or adversely affect the rights ofthe Owners~
A. 11. .rights l!Ild remedies. ofA.ni bacun. derthis S. ecti. .0, n3.02. ar.. e. c.utnulative. and the exercise ofap;., y, .onerem.edy .'
does not preclude the exercise of one or more of the other available rernedies. .
. . . . .
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Ambacshall have the exClusive right to decid~~mddetemrine whether any claim, liabiHty,.suit or judgment
made or brought against Ambac,. the Obligor. or anydthet party. on the Surety Bond shall or shall not be paid, .
. compromised, resisted, defended, tried or appealed, and Ambac's decision thereon, if made in. good faith, shall
befmal and binding UPOll the Obligor. An itemized statement of payments made by Ambac,certifiedby:an
officer ofAID.bac, or the voucher or vouchers for such payments, shall be prima Jacie. evidence of the liability of
the bbligor,andif the Obligor fails toieimburse Ambac,pursUanttosubsection (b) of Section 2.01 hereof, upon .
the receipt of such statement of payments;!rtterest shall be computed on suchamourit 1Tomthe, date of any
. payment made by Ambacat the rate set forth insubs~ction (a) of Section 2.01.. hereof. '
Section 5.02. Exercise Of Rights. No failuieordelay on thewrtof Arnbac toexerc~se any right, power or
privilege under this Agreement and no course of dealing between Ambac and the Obligor ;orany other party
shall..operate asa waiver ofany.suchHght, pdwer orprivilege,.riorshall any single or partial. exercise. of any ..
.. such right, power or privilege preclude. any. oth. eror..furi:her e.xercisethereofOr the exercise of any other,right,.
. .. . . '. " .' .
power or privilege. The rightsandremedieshereinexpresslypro~dedare cumulative andnotexclusive .of any
rights or remedies which. Ambac would othery.rise have pursuant to. law or equity.NClnoticetoor demand on
any party in any case shall entitle stiCh party to. any other or further notice or demandinsimilarQr other .
circUmstances, ,or constitute a waiver of the rightof.the other party to any other or further action inany:-,
circumstances without notice or demand.
.. .
Section5:03.A:mendrrlent and Waiver. Ally:provision of this Agreement may be arriended, waived,
supplemented, discharged .or terminated orily with the prior written consent' of the Obligor and Ambac:..The
Obligor hereby agrees that upon the'written request of the Paying Agen~. Ambac may make. or CClnsent to issue.
any substitute for 'the Surety Bond to' cure any ambiguity or fonnaldef~ct or omission in the Surety Bond which
..does. not ma. terially.change. the t..erms.ofth. .eSur. etyBo.nd.nor.ad.v.er.: se.ly affe.ct.the rights. ofth.eO:wn.. ..ers,lln.. dthis.
. . .. Agreement shall' apply to . such substituted Surety Bond. 'Amb~c agrees to deliver to the Obligor and to the ..
company or companies; ifaIlY; rating the Obligations, a copy of such substituted Surety Bond... .. .
. ',' . .
(b)The descriptive headings of the various provisioris bfthis Agreement are inserted fotconvenience of
. reference. only and shall notbe deemed tCl affect the ':TIeaning or construction of any of the p.rOvi~ions hereof:
. '" -, .".
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Section. 5.0.5. Other Sureties.. .. If Ambacshall. pr. b.cU:re any other surety... .to reinsure the Sur. e.ty. Bond, thi. . s
Agreenientshall inure to the benefit of such othersurety,its sUccessors and. assigns, so as to give to it a direct
right or-action against. the Obligor ..to.enforce.this Agreement,-and "Ambac,". wherever used. herein, ..shall.be
. deemed to. include. such reinsuring surety, as its respective interests. mayap. pear'..
. '. .. .' . - .
. .
S~ction .5.06. Signature onOblilration.... The. Obligor's .liabilitysl,1all not be affected by. its . Eailure to. sign the .
Surety Bond nor by anxclaimthat other indenmity'Qr security was to have been obtained nor by the release of
any inderrinity, nor the return or exchange of ariycollateral that may have been QbtaWed. . . .
[.
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Section 5.08. Notices. Requests; Demands. Except as otherwise expressly provided herein, all written notices,
requests, demands or other communications to or upon the respective parties hereto shall be deemed to 4ave
been given or made when actually received, or in the case oftelexor telecopiernoticesent over a telex ora
telecopier machine owned oroperated by a party hereto, when sent, addressed as sPecified below or at such ~ ..
o. ther address as either of the parties hereto ortheP~yingAgent may hereafter specifyinwritfug to the others:.
',' ',' " .'
. -' '.
. . '
. . Ambac Assurance CorPO:ration
. One State Street Plaza .
17th Floor. .
New York, New York 10004.
Attention: .general. Counsel
,. . : .
"Section 5.09. S~va1of Representations and Warranti~s. All~epresentations, warranti~~ andobliga~ons
.cont:a:ined her. .. einshall SUfVl. 'vetheexecution and delivery. of this Agr. ee:ment and the SUrety Bo. 'nd.: . ..
. ..
. . .
Section 5.10.: Gbvemiiisf Law. ThisAgreementand the rights'and obligatio~sof.thepartiesunder this
. Agreement shall be governed by and construed andinterpreted in acC?ordance with the lllWsof theState~ .
. . ." .
.Section 5.11. Counterparts. This Agreement maybe executed in anynumber of copies and'bythe different
partleshereto on the sameorseparatecounterpms,~ch of which shall be deemed to be an original instrument.
Complete counterp~ofthis AgreementShalfbe lodged with the Obligor and Ambac; .
. . .
. .. ' ." .
": . .' -'- '.
. -'"
. .
Section 5.12.. SeverabilitY.' In the. ev~t anyprovisiQnof this Agteetlient shall be hcidinvalid.of unenforceable
.. by any coUrt of competentjuP,sdiction, suohholding shall not invalidate orrenderuneIiforceable any other
provision hereof. ' '. . . . .... .
. . . . . '
. 'IN WITNESS WHEREOF; .~achof the parties hereto . has caused <a COlmterpartofthisAgreement lobe duly
; executed and delivered as of the <4te first above wri~; . '.
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. "Debt. Sexvi.ce Payments" means those paymeiJ.ts required to be made by. the Obligor whichwi.l1be. applied teL...
, payment of principal of and interest on :theObliga~ons.
. " .
. .' .' - , ." ,
"Effe~tive Interest Rate" means the lesser of the Reimbursement Rate or the maximum rateofinterestpermitted .
by then. applicable law; . provided, .however,thatthe Effective Ihtere~t . Rate . shall. in no. event be less than . the
interest rate on theOb,ligations: ... . ... . .. ..... ... ..... .... .
.'Event of Default".shall mean those events of default setfo~,in Section 3.010fthisAgre~ent. ,.
. ../ .. . .
"Legally. Available' Funds"
obligations. ..
,";
. .... . , ,"
. 'I . ,".., _ .
"Owners" means the registered owner of any Obligation as indicated in the books maintailledp)1 the applicable ...
paying agent, the Obligor oJ;'~Y desigIleeof the Obligor for such purp~se.Theterm..Owner." shall not include
the Obligor oranypersonoi entity whose obligation orobligationsbyagreementco~titute..the und~lying. .
security Or source of payment for theObligations,.. '. . ... ... .
EXHIBIT F
FORM OF BOND PURCHASE AGREEMENT
F-l
CITY OF OCOEE, FLORIDA
Water and Sewer System Refunding and Improvement Revenue Bonds, Series 2003
BOND PURCHASE CONTRACT
November _, 2003
Mayor and Members of the
City Commission
City of Ocoee, Florida
Dear Mayor and Commission Members:
William R. Hough & Co. as representative of the underwriters set forth on the cover of
the Official Statement (defined herein) (collectively, the "Underwriter") offers to enter into the
following agreement with the City of Ocoee, Florida (the "City") which, upon your acceptance of
this offer, will be binding upon the City and upon the Underwriter. This offer is made subject to
your acceptance on or before 11:59 p.m., E.S.T., on the date hereof and subject to withdrawal by
the Underwriter upon notice to the City at any time prior to the acceptance hereof by you and
subject to cancellation by the Underwriter pursuant to Section 8(e) hereof. All capitalized terms
not otherwise defined herein shall have the meanings set forth in the Official Statement (as
hereinafter defined).
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations and agreements set forth herein, the Underwriter hereby agrees to purchase from
the City for offering to the public and the City hereby agrees to sell and deliver to the
Underwriter for such purpose, all (but not less than all) of the City's $[14,000,000] aggregate
principal amount of Water and Sewer System Refunding and Improvement Revenue Bonds,
Series 2003 (the "Series 2003 Bonds"). The Series 2003 Bonds shall be dated as of November I,
2003; shall be issued in such principal amounts, bear such rates of interest and mature as set forth
in Exhibit A attached hereto. Interest on the Series 2003 Bonds shall be payable on April 1,
2004, and on each October 1 and April I thereafter to maturity or earlier redemption. The
aggregate purchase price of the Series 2003 Bonds shall be $ (which takes into
{OR605707;4}
account a net original issue discount [premium] of $ , accrued interest of $
and an Underwriter's discount of $ ). The Series 2003 Bonds initially shall be
offered to the public at such prices or yields (including discounts) as indicated on Exhibit A
attached hereto. The Series 2003 Bonds shall be issued pursuant to and under the authority of,
Chapter 166, Part II, Florida Statutes and other applicable provisions of law (collectively, the
"Act"), the Charter of the City of Ocoee and under and pursuant to Resolution No. 93-02 adopted
by the City Commission on February 2, 1993, as supplemented by Resolution No. 93-03 adopted
by the City Commission on February 16, 1993 and Resolution No. 96-32 adopted by the City
Commission on December 3, 1996, (collectively, the "Original Instrument") and as specifically
amended and supplemented by Resolution No. 2003-23, adopted by the City on November 18,
2003 (the Original Instrument, together with Resolution No. 2003-23, collectively, the
"Resolution"). The Series 2003 Bonds will be payable solely from, and secured by, a pledge of
and lien on the Pledged Funds (as defined in the Resolution). The Series 2003 Bonds are being
issued to provide funds sufficient, together with other available funds of the City, to (i) refund all
or a portion of the City's Water and Sewer System Refunding and Improvement Revenue Bonds,
Series 1993, (ii) expand the capacity of and construct and acquire other improvements to the
City's water and sewer system (the "System"), (iii) acquire a surety bond in an amount equal to
the Reserve Requirement for the Series 2003 Bonds for deposit into the account in the Reserve
Fund established for the benefit of the Series 2003 Bonds, and (iv) pay costs of issuance of the
Series 2003 Bonds, including the municipal bond insurance policy premium.
2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a
corporate check of the Underwriter payable to the order of the City in the amount of
$ as security for the performance by the Underwriter of its obligation to accept
and pay for the Series 2003 Bonds at Closing (as defined herein) in accordance with the
provisions hereof. In the event that you accept this offer, said check shall be held uncashed by
the City as a good faith deposit. At the Closing, the check will be returned to the Underwriter.
In the event you do not accept this offer, the check shall be immediately returned to the
Underwriter. If the Underwriter fails (other than for a reason permitted hereunder) to accept and
pay for the Series 2003 Bonds at the Closing as provided herein, the check may be cashed by you
and the proceeds retained by the City as and for full liquidated damages for such failure and for
any and all defaults hereunder on the part of the Underwriter, and the retention of such amounts
shall constitute a full release and discharge of all claims and damages for such failure and for any
and all such defaults hereunder on the part of the Underwriter.
In the event that the City fails to deliver the Series 2003 Bonds at the Closing, or if the
City is unable at or prior to the date of Closing to satisfy or cause to be satisfied the conditions to
the obligations of the Underwriter contained in this Bond Purchase Contract, or if the obligations
of the Underwriter contained herein shall be canceled or terminated for any reason permitted by
this Bond Purchase Contract, the City shall be obligated to immediately return the check to the
Underwriter.
3. Offering. It shall be a condition of your obligation to sell and deliver the Series
2003 Bonds to the Underwriter, and the obligation of the Underwriter to purchase and accept
delivery of the Series 2003 Bonds, that the entire aggregate principal amount of the Series 2003
{OR605707;4 }
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Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the
Closing.
The Underwriter agrees to make a public offering of all of the Series 2003 Bonds at the
initial offering prices (or yields) set forth in Exhibit A attached hereto; provided, however, the
Underwriter reserves the right to make concessions to dealers and to change such initial offering
prices as the Underwriter shall deem necessary in connection with the marketing of the Series
2003 Bonds.
4. Preliminary Official Statement and Official Statement. The City hereby
confirms that it has heretofore made available to the Underwriter a Preliminary Official
Statement of the City relating to the Series 2003 Bonds, dated May 1,2003 (which, together with
the cover page and appendices contained therein, is herein called the "Preliminary Official
Statement"), and authorizes and ratifies the use and distribution thereof to prospective purchasers
and investors. Within seven business days of the acceptance hereof by the City (or such shorter
period of time to allow the Underwriter to comply with any rules of the Municipal Securities
Rulemaking Board), the City shall cause to be delivered the final Official Statement, dated the
date hereof (which, together with the cover page and appendices contained therein, is herein
called the "Official Statement"), executed on behalf of the City by its Mayor in such reasonable
numbers of conformed copies as the Underwriter shall request, which shall be sufficient in
number to comply with paragraph (b)(3) of Rule 15c2-12 of the Securities and Exchange
Commission (17 CFR ~240.15c2-12) under the Securities Exchange Act of 1934 and with Rule
G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City, by
its acceptance hereof, ratifies and approves the Preliminary Official Statement and the
Underwriter' use thereof, and ratifies and approves and authorizes the Underwriter to use the
Official Statement and all documents described therein in connection with the public offering
and the sale of the Series 2003 Bonds.
In accordance with Section 218.385, Florida Statutes, the Underwriter hereby discloses
the information required by such Section, including a truth-in-bonding statement, as provided in
Exhibit B attached hereto.
s. Use of Documents. You hereby authorize the use by the Underwriter of (a) the
Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any
supplements or amendments thereto), (d) the Consulting Engineer's Report, (e) the Financial
Feasibility Consultant's Report (e) Ordinance No. 2003-24 of the City, regarding the
establishment of rates for the System, and (D any other documents related to the transactions
contemplated in the Official Statement in connection with the public offering, sale and
distribution of the Series 2003 Bonds.
6.
follows:
Representations and Agreements. The City hereby represents and agrees as
(a) As of the date of the Official Statement and at the time of Closing, the
statements and information contained in the Official Statement will be true, correct and
complete in all material respects and the Official Statement will not omit any statement or
{OR605707;4 }
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information which should be included therein for the purposes for which the Official
Statement is to be used or which is necessary to make the statements or information
contained therein, in light of the circumstances under which they were made, not
misleading; provided, however, that no representation is made regarding the municipal
bond insurance policy or any related information.
(b) Between the date of this Bond Purchase Contract and the time of Closing,
the City will not execute any bonds, notes or obligations for borrowed money (other than
the Series 2003 Bonds or obligations which pledge neither the full faith and credit of the
City nor any portion of the Pledged Funds), without giving prior written notice thereof to
the Underwriter.
(c) The City is, and will be at the date of Closing, duly organized and validly
existing as a municipal corporation of the State of Florida, with the powers and authority
set forth in the Act.
(d) The City has, and will have at the date of Closing full legal right, power
and authority to: (i) enter into this Bond Purchase Contract, (ii) adopt the Resolution,
(iii) sell, issue and deliver the Series 2003 Bonds to the Underwriter as provided herein,
(iv) acquire and construct the Project, and (v) carry out and consummate the transactions
contemplated by this Bond Purchase Contract, the Resolution and the Official Statement;
and the City has complied, and at the Closing will be in compliance, in all respects, with
the terms of the Act and with the applicable obligations on its part in connection with the
issuance of the Series 2003 Bonds contained in the Resolution, the Series 2003 Bonds
and this Bond Purchase Contract.
(e) By all necessary official action, the City has duly adopted the Resolution,
has duly authorized and approved the Official Statement, has duly authorized the
acquisition and construction of the Project, has duly authorized and approved the
execution and delivery of, and the performance by the City of, this Bond Purchase
Contract and all other obligations on its part in connection with the issuance of the Series
2003 Bonds and the consummation by it of all other transactions contemplated by this
Bond Purchase Contract in connection with the issuance of the Series 2003 Bonds; upon
delivery of the Series 2003 Bonds, the Resolution will constitute a legal, valid and
binding special obligation of the City, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally
and subject, as to enforceability, to general principles of equity.
(0 When delivered to and paid for by the Underwriter at the Closing in
accordance with the provisions of this Bond Purchase Contract, the Series 2003 Bonds
will have been duly authorized, executed, issued and delivered and will constitute valid
and binding special obligations of the City in conformity with the Act and the Resolution,
and shall be entitled to the benefits of the Resolution, including a prior pledge of and lien
upon the Pledged Funds, all in accordance with the provisions of the Resolution, subject
to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and subject, as to enforceability, to general principles of equity.
{OR605707;4}
4
(g) The adoption of the Resolution and the authorization, execution and
delivery of this Bond Purchase Contract and the Series 2003 Bonds, and compliance with
the provisions hereof and thereof, will not conflict with, or constitute a breach of or
default under any law, administrative regulation, consent decree, ordinance, resolution or
any agreement or other instrument to which the City was or is subject, as the case may
be, nor will such adoption, execution, delivery, authorization or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon the Project or any of the other property or assets of the City, or
under the terms of any law, administrative regulation, ordinance, resolution or
instrument, except as expressly provided by the Resolution or the Series 2003 Bonds.
(h) At the time of Closing, the City will be in compliance in all respects with
the applicable covenants and agreements contained in the Resolution; and no event of
default and no event which, with the lapse of time or giving of notice, or both, would
constitute an event of default under the Resolution will have occurred or be continuing.
(i) Except as provided in the Official Statement, all approvals, consents,
authorizations and orders of any governmental authority or agency having jurisdiction in
any matter which would constitute a condition precedent to the performance by the City
of its obligations hereunder or under the Resolution have been obtained and are in full
force and effect provided however that this representation shall not be deemed to be a
representation by the City regarding approvals, consents, authorizations and orders
related to the Project, which may be obtained subsequent to the date of this Bond
Purchase Agreement, and the Closing.
(j) The City is lawfully empowered to pledge and grant a lien upon the
Pledged Funds.
(k) Except as disclosed in the Official Statement, to the best knowledge of the
City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, government agency, public board or body,
pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin
the sale, issuance or delivery of the Series 2003 Bonds or the pledge of and lien on the
Pledged Funds, or contesting or affecting the validity or enforceability in any respect
relating to the Series 2003 Bonds, the Resolution or this Bond Purchase Contract, or
contesting the tax -exempt status of interest on the Series 2003 Bonds, or contesting the
completeness or accuracy of the Official Statement or any supplement or amendment
thereto, or contesting the powers of the City, the Councilor any authority for the issuance
of the Series 2003 Bonds, the adoption or enactment of the Resolution or the execution
and delivery by the City of this Bond Purchase Contract.
(1) The City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriter as the Underwriter may reasonably
request in order to (i) qualify the Series 2003 Bonds for offer and sale under the "blue
sky" or other securities laws and regulations of such states and other jurisdictions of the
{OR605707;4}
5
United States as the Underwriter may designate, and (ii) determine the eligibility of the
Series 2003 Bonds for investment under the laws of such states and other jurisdictions,
and will use its best efforts to continue such qualifications in effect so long as required
for the distribution of the Series 2003 Bonds; provided, however, that the City shall not
be required to execute a general or special consent to service of process or qualify to do
business in connection with any such qualification or determination in any jurisdiction or
expend its own funds with respect to the foregoing.
(m) The City will not take or omit to take any action, which action or omission
will in any way cause the proceeds from the sale of the Series 2003 Bonds to be applied
in a manner contrary to that provided for in the Resolution and as described in the
Official Statement.
(n) Except as expressly disclosed in the Official Statement, the City neither is
nor has been in default any time after December 31, 1975, as to payment of principal or
interest with respect to an obligation issued or guaranteed by the City.
(0) The City has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage
certifications may not be relied upon.
(p) As of its date, the Preliminary Official Statement is hereby deemed "final"
by the City for purposes of SEC Rule 15c2-12(b)(I), except for "permitted omissions" as
defined in such Rule.
(q) If, after the date of this Bond Purchase Contract and until the earlier of
(i) 90 days from the end of the "underwriting period" (as defined in SEC Rule 15c2-12)
or (ii) the time when the Official Statement is available to any person from a nationally
recognized repository, but in no case less than 25 days following the end of the
underwriting period, any event shall occur which might or would cause the Official
Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, the City
shall notify the Underwriter thereof, and, if in the reasonable opinion of the Underwriter
such event requires the preparation and publication of a supplement or amendment to the
Official Statement, the City will at its own expense forthwith prepare and furnish to the
Underwriter a sufficient number of copies of an amendment of or supplement to the
Official Statement (in form and substance satisfactory to counsel to the Underwriter)
which will supplement or amend the Official Statement so that it will not contain an
untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances existing at such time, not
misleading.
(r) The City shall comply in all respects with the continuing disclosure
requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934,
as set forth in the Official Statement and the Resolution.
{OR605707;4}
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7. Closing. At 12:00 P.M., E.S.T., on December _, 2003, or at such time on
such earlier or later date as shall be agreed upon, you will deliver to the Underwriter, at the
location and place to be agreed upon by you and the Underwriter, the Series 2003 Bonds in
definitive form, duly executed, together with the other documents herein mentioned; and the
Underwriter will accept such delivery and pay at such location as may be agreed upon by you
and the Underwriter the purchase price of the Series 2003 Bonds as set forth in Section 1 hereof,
by immediately available funds, payable to the order of the City. This delivery and payment is
herein called the "Closing." The Series 2003 Bonds shall be made available to the Underwriter
at least one business day before the Closing for purposes of inspecting and packaging. The
Series 2003 Bonds shall be prepared and delivered as fully registered Bonds.
8. Closing Conditions. The Underwriter has entered into this Bond Purchase
Contract in reliance upon the representations and warranties of the City herein contained and the
performance by the City of its obligations hereunder, both as of the date hereof and as of the time
of Closing. The obligations of the Underwriter under this Bond Purchase Contract are and shall
be subject to the following conditions:
(a) The representations and agreements of the City contained herein shall be
true and correct and complied with as of the date hereof and as of the date of the Closing,
as if made on the date of the Closing.
(b) At the time of the Closing, the Resolution shall be in full force and effect
in accordance with its respective terms and shall not have been amended, modified or
supplemented except as amended, modified or supplemented by a resolution or ordinance
incorporating the terms of the Series 2003 Bonds and the terms and conditions contained
in the municipal bond insurance commitment of the Insurer (as defined herein), and the
Official Statement shall not have been supplemented or amended, except in any such case
as may have been agreed to by the Underwriter.
(c) At the time of Closing, a resolution or ordinance of the City incorporating
the terms of the Series 2003 Bonds (or setting forth the parameters under which the
Series 2003 Bonds may be sold to the Underwriter) and the terms and conditions
contained in the municipal bond insurance commitment of the Insurer shall have been
duly adopted by the City Commission.
(d) At the time of the Closing, all official action of the City relating to this
Bond Purchase Contract and the Series 2003 Bonds shall be in full force and effect in
accordance with their respective terms and shall not have been amended, modified or
supplemented in any material respect, except in each case as may have been agreed to by
the Underwriter.
(e) The Underwriter shall have the right to cancel the agreement contained
herein to purchase, to accept delivery of and to pay for the Series 2003 Bonds by
notifying you in writing of their intention to do so if:
{OR605707;4}
7
(i) between the date hereof and the Closing, legislation shall have
been enacted by the Congress of the United States, or recommended to the Congress for
passage by the President of the United States, or favorably reported for passage to either
House of Congress by any Committee of such House, or passed by either House of
Congress, or a decision shall have been rendered by a court of the United States or the
United States Tax Court, or a ruling shall have been made or a regulation shall have been
proposed or made by the Treasury Department of the United States or the Internal
Revenue Service, with respect to the federal taxation of interest received on obligations
of the general character of the Series 2003 Bonds, which, in the opinion of counsel for the
Underwriter has, or will have, the effect of making such interest subject to inclusion in
gross income for purposes of federal income taxation, except to the extent such interest
shall be includable in gross income on the date hereof, or
(ii) between the date hereof and the Closing, legislation shall be
enacted or any action shall be taken by the Securities and Exchange Commission which,
in the opinion of counsel for the Underwriter, has the effect of requiring the contemplated
issuance or distribution of the Series 2003 Bonds to be registered under the Securities Act
of 1933, as amended, or of requiring any of the Resolution to be qualified under the Trust
Indenture Act of 1939, as amended, or
(iii) an event described in paragraph (q) of Section 6 hereof shall have
occurred which requires an amendment or supplement to the Official Statement and
which, in the reasonable opinion of the Underwriter and the financial advisor to the City,
materially adversely affects the marketability of the Series 2003 Bonds or the market
price thereof, or
(iv) in the reasonable OpInIOn of the Underwriter and the financial
advisor to the City, payment for and delivery of the Series 2003 Bonds is rendered
impracticable or inadvisable because (A) trading in securities generally shall have been
suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium
shall have been established by Federal, New York or Florida authorities, or (C) the
engagement of the United States in a war or other hostilities or the threat of war or other
hostilities, or
(v) an order, decree or injunction of any court of competent
jurisdiction, or any order, ruling, regulation or administrative proceeding by any
governmental body or board having jurisdiction of the subject matter, shall have been
issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting
the issuance, offering or sale of the Series 2003 Bonds as contemplated hereby or by the
Official Statement or prohibiting the adoption or enactment of the Resolution or the
performance thereof, or
(vi) between the date hereof and the Closing, the City has, without the
prior written consent of the Underwriter, offered or issued any bonds, notes or other
obligations for borrowed money, or incurred any material liabilities, direct or contingent,
{OR605707;4 }
8
other than as described in the Official Statement, in either case payable from the full faith
and credit of the City or any portion of the Pledged Funds, or
(vii) the President of the United States, the Office of Management and
Budget, the Department of Treasury, the Internal Revenue Service or any other
governmental body, department, agency or commission of the United States or the State
of Florida having jurisdiction of the subject matter shall take or propose to take any
action or implement or propose regulations, rules or legislation which, in the reasonable
judgment of the Underwriter, materially adversely affects the market price of the Series
2003 Bonds or causes any material information in the Official Statement, in light of the
circumstances under which it appears, to be misleading in any material respect, or
(viii) any executive order shall be announced, or any legislation,
ordinance, rule or regulation shall be proposed by or introduced in, or be enacted by any
governmental body, department, agency or commission of the United States or the State
of Florida or the State of New York, having jurisdiction over the subject matter, or a
decision by any court of competent jurisdiction within the United States or within the
State of Florida or the State of New York shall be rendered which, in the reasonable
judgment of the Underwriter, materially adversely affects the market price of the Series
2003 Bonds or causes any information in the Official Statement to be misleading in any
material respect, or
(ix) prior to Closing, either (A) Standard & Poor's, a division of the
McGraw Hill Companies, or Fitch Ratings shall inform the City or the Underwriter that
the Series 2003 Bonds will not be rated at least "AAA" and "AAA" respectively or (B)
Ambac Assurance Corporation (the "Insurer") shall inform the Underwriter or the City
that it shall not deliver its municipal bond insurance policy (the "Policy") at the time of
Closing, or
(x) the rating of any class of security of the City shall have been
downgraded or withdrawn by a national credit rating service.
(f) At or prior to the date of the Closing, the Underwriter shall receive the
following documents:
(i) The Resolution certified by the City Clerk under seal as having
been duly adopted or enacted by the City and as being in effect, with only such
supplements, modifications or amendments as may have been agreed to by the
Underwriter.
(ii) Fully executed counterparts of the Official Statement and copies of
conformed Official Statements sufficient to satisfy the requirements of Section 4 hereof.
,
(iii) A final approving opinion of Bryant, Miller and Olive, P.A., Bond
Counsel to the City, addressed to the City, dated the date of the Closing, in substantially
the form included in the Official Statement as Appendix E.
{OR605707;4 }
9
(iv) A letter of Bryant Miller & Olive P.A., addressed to the
Underwriter, and dated the date of Closing, to the effect that their final approving opinion
referred to in Section 8(t)(iii) hereof may be relied upon by the Underwriter and the
Insurer to the same extent as if such opinion were addressed to the Underwriter and the
Insurer.
(v) A supplemental opinion of Bryant Miller & Olive P.A., addressed
to the City and the Underwriter, and dated the date of Closing, to the effect that (A) the
information set forth in the Official Statement under the headings, "INTRODUCTION,"
"SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2003 BONDS,"
"THE SERIES 2003 BONDS," "TAX EXEMPTION," "CONTINUING DISCLOSURE,"
and in APPENDICES D, E and F (other than the financial, statistical and/or demographic
information and information concerning the City, the Insurer and the Policy included
therein as to which no opinion need be expressed), insofar as such information purports
to be descriptions or summaries of the Act, the Resolution, the Series 2003 Bonds, or the
laws referred to therein, constitute accurate and fair statements or summaries of the
matters set forth or the documents referred to therein, and the information under the
heading "TAX EXEMPTION" and in APPENDIX E is correct; and (B) the Series 2003
Bonds are exempt from registration under the Securities Act of 1933, as amended, and
the Resolution is exempt from qualification as an indenture under the Trust Indenture Act
of 1939, as amended.
(vi) An opinion of Foley & Lardner, Attorneys to the City, addressed to
the City, the Insurer and the Underwriter, and dated the date of the Closing, in such form
and substance acceptable to the Underwriter and Counsel to the Underwriter.
(vii) A certificate, which shall be true and correct at the time of Closing,
signed by the Mayor and the City Manager of the City or such other officials satisfactory
to the Underwriter, and in form and substance satisfactory to the Underwriter, to the
effect that, to the best of their knowledge and belief (A) the representations and
covenants of the City contained herein are true and correct in all material respects and are
complied with as of the time of Closing, and (B) the Official Statement did not as of its
date, and does not as of the date of Closing, contain any untrue statement of a material
fact or omit to state a material fact which should be included therein for the purposes for
which the Official Statement is to be used, or which is necessary in order to make the
statements contained therein, in light of the circumstances in which they were made, not
misleading (provided, that no opinion need be expressed regarding the information
contained therein relating to the Insurer or the Policy).
(viii) An opinion of Akerman Senterfitt, Counsel to the Underwriter,
addressed to the Underwriter, and dated the date of Closing, substantially to the effect
that, with respect to the information in the Official Statement and b'ased upon said firm's
participation in the preparation of the Official Statement as counsel to the Underwriter
and without having undertaken to determine independently the accuracy or completeness
of the contents of the Official Statement, said firm has no reason to believe that the
{OR605707;4 }
10
Official Statement (except for the financial and statistical data contained therein, the
information therein relating to the Insurer or the Policy, and Appendices A, B, C, E, F
and G thereto, as to which no view need be expressed) contains an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they were
made, not misleading.
(ix) A certificate of an authorized representative of SunTrust Bank (the
"Bank"), as Registrar, Paying Agent and Escrow Agent to the effect that (A) the Bank is a
national bank duly organized, validly existing and in good standing under the laws of the
United States of America and is duly authorized to exercise trust powers in the State of
Florida, (B) the Bank has all requisite authority, power, licenses, permits and franchises,
and has full corporate power and legal authority to execute and perform its functions
under the Resolution, (C) the performance by the Bank of its functions under the
Resolution will not result in any violation of the Articles of Association or Bylaws of the
Bank, any court order to which the Bank is subject or any agreement, indenture or other
obligation or instrument to which the Bank is a party or by which the Bank is bound, and
no approval or other action by any governmental authority or agency having supervisory
authority over the Bank is required to be obtained by the Bank in order to perform its
functions under the Resolution and (D) to the best of such authorized Representative's
knowledge, there is no action, suit, proceeding or investigation at law or in equity before
any court, public board or body pending or, to his or her knowledge, threatened against or
affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised
by any party thereto is likely to materially and adversely affect the ability of the Bank to
perform its obligations under the Resolution.
(x) A copy of the Audited Financial Report of the City for the Fiscal
year ended September 30, 2002, together with the audit opinion of McDermit, Davis,
Puckett & Company, LLC, independent accountants.
(xi) The Policy and Surety Bonds issued by the Insurer.
(xii) A letter from McDermit, Davis, Puckett & Company, LLC to the
effect that they are independent certified public accountants engaged by the City and they
consent to the use of their name and report in the Official Statement;
(xiii) A certificate of an officer of the Insurer dated the date of the
Closing and addressed to the Underwriter, concerning the Insurer, the Policy, and the
information relating to the Insurer and the Policy contained in the Official Statement, in
form and substance satisfactory to Bond Counsel, the Underwriter and counsel to the
Underwriter.
(xiv) A certificate of the City Manager deeming the Preliminary Official
Statement "final" as of its date for purposes of Rule 15c2-12;
{ OR605707;4 }
11
(xv) A letter of Standard & Poor's, a division of McGraw Hill
Companies, to the effect that the Series 2003 Bonds have been assigned a rating no less
favorable than "AAA," and a letter of Fitch Ratings to the effect that the Series 2003
Bonds have been assigned a rating no less favorable than "AAA," all of which such
ratings shall be in effect as of the date of Closing;
(xvi) A certificate of PEC/Professional Engineering Consultants, Inc.,
Orlando, Florida (the "Engineering Consultants") to the effect that: (A) the Engineering
Consultants are a firm of professional consultants, (B) the Engineering Consultants
consent to the use of their name in the Official Statement and the inclusion therein of the
Engineering Report as Appendix B thereto, (C) the information in the Official Statement,
including Appendix B thereto, relating to the Engineering Consultants, the Engineering
Report and the System is correct in all material respects and does not omit any material
statement, which in their opinion, should be included or referred to therein.
(xvii) [Reserved].
(xviii) The statement of an independent certified public accountant
required pursuant to Section 5.02 of the Resolution.
(xix) Verification Report of
(xx) A certificate of Burton & Associates, Jacksonville Beach, Florida
(the "Feasibility Consultants") to the effect that: (A) the Feasibility Consultants consent
to the use of their name in the Official Statement and the inclusion therein of the
Financial Feasibility Report as Appendix H thereto, and (B) the information in the
Official Statement, including Appendix H thereto, relating to the Feasibility Consultants,
the Financial Feasibility Report and the System is correct in all material respects and does
not omit any material statement, which in their opinion, should be included or referred to
therein.
(xxi) Such additional legal opinions, certificates, instruments and other
documents as the Underwriter may reasonably request to evidence the truth and accuracy,
as of the date hereof and as of the date of the Closing, of the City's representations and
warranties contained herein and of the statements and information contained in the
Official Statement and the due performance or satisfaction by the City on or prior to the
date of Closing of all the agreements then to be performed and conditions then to be
satisfied by it.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter
to purchase, to accept delivery of and to pay for the Series 2003 Bonds contained in this Bond
Purchase Contract and the Underwriter do not waive such inability in writing, or if the
obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2003
Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond
Purchase Contract shall terminate, the good faith deposit described in Section 2 hereof shall be
returned to the Underwriter and neither the Underwriter nor the City shall be under any further
{OR605707;4}
12
obligation hereunder, except that the respective obligations of the City and the Underwriter set
forth in Section 9 hereof shall continue in full force and effect.
9. Expenses. The Underwriter shall be under no obligation to pay, and the City
shall pay, any expense incident to the performance of the City's obligations hereunder including,
but not limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the
cost of preparation and printing of the Series 2003 Bonds; (c) the fees and disbursements of
Bond Counsel; (d) the fees and disbursements of the City's certified public accountants and
verification agent; (e) the fees and disbursements of any experts, consultants or advisors retained
by the City; (t) fees for bond ratings; (g) the fees and expenses of the Registrar, the Paying
Agent, the Engineering Consultants, the Feasibility Consultants and of their respective counsel,
if any; and (h) the costs of preparing, printing and delivering the Preliminary Official Statement
and the Official Statement and any supplements or amendments thereto.
The Underwriter shall pay: (a) the cost of preparing, printing and delivery of this Bond
Purchase Contract; (b) the cost of all "blue sky" and legal investment memoranda and related
filing fees; (c) the fees and expenses of counsel to the Underwriter; (d) all advertising expenses;
and (e) all other expenses incurred by them or any of them in connection with the public offering
of the Series 2003 Bonds. In the event that either party shall have paid obligations of the other as
set forth in this Section 9, adjustment shall be made at the time of the Closing.
10. Notices. Any notice or other communication to be given to you under this Bond
Purchase Contract may be given by mailing the same to City of Ocoee, Florida, 150 North
Lakeshore Drive, Ocoee, Florida, to the attention of the City Manager, and any such notice or
other communication to be given to the Underwriter may be mailed to William R. Hough & Co.,
One Independence Drive, Suite 3204, Jacksonville, Florida 32202 to the Attention of Mitch
Owens, Senior Vice President.
11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit
of the City and the Underwriter and no other party or person shall acquire or have any right
hereunder or by virtue hereof. All your representations and agreements in this Bond Purchase
Contract shall remain operative and in full force and effect and shall survive the delivery of the
Series 2003 Bonds.
12. Waiver. Notwithstanding any provision herein to the contrary, the performance
of any and all obligations of the City hereunder and the performance of any and all conditions
contained herein for the benefit of the Underwriter may be waived by the Underwriter, in their
sole discretion, and the approval of the Underwriter when required hereunder or the
determination of their satisfaction as to any document referred to herein shall be in writing,
signed by an appropriate officer or officers of the Underwriter and delivered to you.
{OR605707;4 }
13
13. No Liability. Neither the City Commission, nor any of the members thereof, nor
the City, or any officer, agent, employee, consultants or attorney thereof, shall be charged
personally by the Underwriter with any liability, or held liable to the Underwriter under any term
or provision of this Bond Purchase Contract because of its execution or attempted execution, or
because of any breach or attempted or alleged breach thereof.
[REMAINDER OF P AGE INTENTIONALLY LEFT BLANK]
{OR605707;4 }
14
14. Governing Law. This Bond Purchase Contract, and the terms and conditions
herein, shall constitute the full and complete agreement between the City and the Underwriter
with respect to the purchase and sale of the Series 2003 Bonds. This Bond Purchase Contract
shall be governed by and construed in accordance with the laws of the State of Florida.
Very truly yours,
WILLIAM R. HOUGH & CO.
By:
Name:
Title:
CITY OF OCOEE, FLORIDA
By:
S. Scott Vandergrift, Mayor
Executed on:
,2003
Attest:
Jean Grafton, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY
THE CITY OF OCOEE, FLORIDA
APPROVED AS TO FORM AND
LEGALITY THIS DAY OF
, 2003
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON , 2003
UNDER AGENDA ITEM NO.
FOLEY & LARDNER
By:
City Attorney
{OR605707;4 }
15
EXHIBIT A
TERMS OF SERIES 2003 BONDS
MATURITY SCHEDULE
Maturity
(October 1)
Principal
Amount
Interest Rate
Price or
Yield
{OR605707;4}
A-I
Optional Redemption
The Series 2003 Bonds maturing on or prior to October 1, _, are not subject to
redemption prior to their respective maturities. The Series 2003 Bonds maturing on or after
October I, _, are subject to redemption prior to maturity at the option of the City, in whole
at any time or in part on any interest payment date in such manner as shall be determined by the
City and by lot within a maturity if less than a full maturity from any legally available moneys at
a redemption price (expressed as a percentage of the principal amount) as set forth in the
following table, plus accrued interest to the redemption date.
Period During Which Redeemed
(Both dates inclusive)
Redemption
Price
Mandatory Redemption
The Series 2003 Bonds which mature on , are subject to
mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the
principal amount thereof plus interest accrued to the redemption date, beginning on
, and on each October I thereafter, in the following principal amounts in the
years specified:
Year
Principal
Amount
*Maturity
{OR605707;4 }
A-2
The Series 2003 Bonds which mature on , are subject to
mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the
principal amount thereof plus interest accrued to the redemption date, beginning on
, and on each October 1 thereafter, in the following principal amounts in the
years specified:
Year
* Maturity
{OR605707;4}
Principal
Amount
A-3
EXHIBIT B
DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT
November _, 2003
Mayor and Members of the
City Commission
City of Ocoee, Florida
Re: $[14,000,000] City of Ocoee, Florida Water and Sewer System
Refunding and Improvement Revenue Bonds, Series 2003
Dear Mayor and Commission Members:
In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of
$[14,000,000] in aggregate amount of its Water and Sewer System Refunding and Improvement
Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), William R. Hough & Co. as
representative of the underwriters set forth on the cover of the Official Statement for the Series
2003 Bonds (collectively, the "Underwriter") is underwriting a public offering of the Series 2003
Bonds.
The purpose of the following paragraphs of this letter is to furnish, pursuant to the
provisions of Section 218.385(6), Florida Statutes, certain information with respect to the
arrangements contemplated for the purchase and sale of the Series 2003 Bonds, as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriter in
connection with the purchase and re-offering of the Series 2003 Bonds are set forth in Schedule I
attached hereto.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, connected
with the sale and purchase of the Series 2003 Bonds.
(c) The underwriting spread, the difference between the price at which the Series
2003 Bonds will be initially offered to the public by the Underwriter and the price to be paid to
the City for the Series 2003 Bonds, exclusive of accrued interest, will be $ per
$1,000 of Series 2003 Bonds issued.
(d) As part of the estimated underwriting spread set forth in paragraph (c) above, the
Underwriter will charge a management fee of $ per $1,000 of Series 2003 Bonds
issued.
{OR605707;4 }
B-1
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriter in connection with the issuance of the Series 2003 Bonds to any person not
regularly employed or retained by the Underwriter (including any "finder" as defined in Section
218.386, Florida Statutes), except as specifically enumerated as expenses to be incurred by the
Underwriter, as set forth in paragraph (a) above.
(f) The name and address of the Underwriter is:
William R. Hough & Co.
One Independence Drive, Suite 3204
Jacksonville, Florida 32202
The purpose of the following paragraphs is to furnish, pursuant to the provisions of
Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement
required thereby, as follows:
(a) The City is proposing to issue $[14,000,000] of the Series 2003 Bonds for the
principal purposes of providing sufficient monies to (i) refund all or a portion of the City's Water
and Sewer System Refunding and Improvement Revenue Bonds, Series 1993, (ii) expand the
capacity of and construct and acquire other improvements to the City's water and sewer system,
(iii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 2003
Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series
2003 Bonds, and (iv) pay costs of issuance of the Series 2003 Bonds, including the municipal
bond insurance policy premium. This obligation is expected to be repaid over a period of
approximately years. At the interest rates set forth on Exhibit A to the Bond Purchase
Contract to which this is attached, total interest paid over the life of the obligation (including
accrued interest) will be $
(b) The source of repayment or security of the Series 2003 Bonds is the Pledged
Funds as defined in the Resolution. Authorizing this debt will result in an average of
approximately $ of such Pledged Funds not being available to finance other
services of the City each year for approximately years.
The foregoing is provided for information purposes only and shall not affect or control
the actual terms and conditions of the Series 2003 Bonds.
Very truly yours,
WILLIAM R. HOUGH & CO
By:
Name:
Title:
{OR605707;4}
B-2
SCHEDULE I
UNDERWRITER'S ESTIMATED EXPENSES
(Per $1,000 of Series 2003 Bonds)
Underwriter's Counsel $
Travel and out-of-pocket
Federal FundslDay Loan
Dalnet/Dalcomp, DTC/CUSIP
CUSIP/MSRB
Total $
{OR605707;4} B-3