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HomeMy WebLinkAboutResolution 99-05 RESOLUTION 99- oS" A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $11,405,000 CITY OF OCOEE, FLORIDA, CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999; AWARDING THE SALE THEREOF TO SUNTRUST EQUITABLE SECURITIES CORPORATION AND WILLIAM R. HOUGH & CO., SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CONTRACT; AUTHORIZING THE DISTRIBUTION OF A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND ESCROW AGENT; PROVIDING FOR THE FORM OF AND THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City ofOcoee, Florida (the "Issuer"), has by Resolution 99-Q!fadopted on January 19, 1999, (the "Resolution"), authorized the issuance of not to exceed $12,000,000 City of Ocoee, Florida, Capital Improvement Refunding Revenue Bonds, Series 1999, to finance the refunding of the Refunded Bonds and the Initial Project (as defined in the Resolution); and WHEREAS, due to the present instability in the market for revenue obligations the interest on which is excluded from federal gross income, the critical importance of the timing of the sale of the Bonds, and due to the willingness of Sun Trust Equitable Securities Corporation and William R. Hough & Co. (collectively, the "Underwriter") to purchase the City of Ocoee, Florida, Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), at interest rates favorable to the Issuer, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Series 1999 Bonds at a negotiated sale; and WHEREAS, the Underwriter proposes to submit an offer to purchase $11,405,000 aggregate principal amount of the Series 1999 Bonds, subject to the terms and conditions set forth in the Bond Purchase Agreement, a copy of which is attached hereto as Exhibit A (the "Purchase Contract"); and WHEREAS, the Issuer now desires to sell its Series 1999 Bonds pursuant to the Purchase Contract and in furtherance thereof to appoint a Registrar, Paying Agent and Escrow Agent, to approve the form of and the execution of the Escrow Deposit Agreement and to approve the form of and authorize distribution of a final Official Statement in connection with the issuance of the Series 1999 Bonds; and WHEREAS, the Issuer has been provided all applicable disclosure information required by Section 218.385, Florida Statutes, a copy of which is attached to the Purchase Contract; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: SECTION 1. The negotiated sale of the Series 1999 Bonds to the Underwriter is hereby approved. The Mayor and the Clerk are hereby authorized to execute the Purchase Contract in substantially the form attached as Exhibit A, with such additional changes, insertions and omissions therein as may be approved by the said officers of the Issuer executing the same, such execution to be conclusive evidence of such approval. SECTION 2. The Series 1999 Bonds shall be issued in the aggregate principal amount of $11,405,000, shall be dated January 1, 1999, shallpe in the denomination of$5,000 or any integral multiple thereof and shall bear interest on the d~tes and at the rates and shall mature on the dates, in the years and amounts as shall be set forth in the Purchase Contract. The Series 1999 Bonds shall be subject to redemption prior to maturity at the time and in the manner set forth in the Purchase Contract. The remaining authorized but unissued principal amount of Series 1999 Bonds is hereby cancelled. SECTION 3. The Series 1999 Bonds shall be issued under and secured by the Resolution and shall be executed by manual or facsimile signature of the Mayor and the City Clerk of the Issuer 2 in substantially the form set forth in the Resolution, with such additional changes and insertions therein as shall be approved by the officers of the Issuer executing the same, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. I SECTION 4. The distribution by the Underwriter of the Preliminary Official Statement is hereby ratified. The Preliminary Official Statement has been deemed final as of its date for purposes of Rule 15c2-12 (the "Rule) of the Securities and Exchange Commission, except for "permitted omissions," as defined in such Rule by the Mayor which is also hereby ratified. SECTION 5. The distribution by the Underwriter of a final Official Statement of the Issuer relating to the Series 1999 Bonds is hereby approved in substantially the form of the Preliminary Official Statement, together with such changes thereto as may be undertaken pursuant to the terms of the Bond Purchase Agreement. The Official Statement will be executed by the Mayor, such execution to be conclusive evidence of approval of the Official Statement in its final form. SECTION 6. SunTrust Bank, Central Florida, National Association, Orlando, Florida, is hereby appointed as Registrar and Paying Agent for the Series 1999 Bonds and as the Escrow Agent under the Escrow Deposit Agreement. SECTION 7. There is hereby authorized the execution of the Escrow Deposit Agreement in order to refund the Refunded Bonds in the manner provided herein. Simultaneously with the delivery of the Series 1999 Bonds to the Underwriter thereof, the Issuer will enter into the Escrow Deposit Agreement in substantially the form attached hereto as Exhibit B with the Escrow Holder. At the time the Escrow Deposit Agreement is executed, the Issuer will furnish to the escrow holder appropriate documentation to demonstrate that the sum being deposited with the escrow holder pursuant to this Resolution, together with other funds deposited into the escrow account pursuant to the provisions of the Escrow Deposit Agreement, shall be equal to the Escrow Requirement and 3 that such moneys and the investments to be made pursuant to the Escrow Deposit Agreement will be sufficient to produce the moneys required to make all payments described in the Escrow Deposit Agreement for the full and complete refunding and defeasance of the Refunded Bonds. SECTION 8. In order to enable the Underwriter to comply with the provisions of the Securities and Exchange Commission Rule 15c2-12 relating to secondary market disclosure, the Mayor is hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate, and the Clerk to attest, in the name and on behalf of the Issuer substantially in the form attached hereto as Exhibit C with such changes, amendments, omissions and additions as shall be approved by the Mayor, his or her execution and delivery thereof being conclusive evidence of such approval. SECTION 9. The Mayor, the City Manager, the City Clerk, the Finance Director, and the City Attorney of the Issuer or any other appropriate officers of the Issuer are hereby authorized and directed to execute any and all certifications, tax returns, or other instruments or documents required by the Resolution, the Purchase Contract, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Series 1999 Bonds and any such representation made therein by officers or representatives of the Issuer shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Series 1999 Bonds is hereby approved, confirmed and ratified. SECTION 10. All prior resolutions or other actions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 11. This Resolution shall take effect immediately upon its passing. 4 PASSED AND ADOPTED by the City Commission of the City ofOcoee, Florida, on this - J.--.t day of 0 If- 1./(/ ~, 1999. ATTEST: ~~~ By' Na~e: Jean fton Title: Clerk FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, fIfI2oVE] frs TO FORM AND LEGALITY, THISd$ DAYOF0anva.rl ' 1999. FOLEY & LARDNER fJr f6dtf) By: Name: Paul Rosenthal Title: City Attorney AND BY: BRYANT, MILLER AND OLIVE, P.A. By: 12~ (. S)~ Name: Grace E. Dunlap Title: Bond Counsel J:\BONDS\4229\BRES04.WPD January 28, 1999 APPROVED: CITY OF OCOEE, FLORIDA ~ tL.f. By: Name: S. Scott Vandergrift Title: Mayor APPROVED BY THE OCOEE CITY COM:MISSION AT ~ET1NG S(JEGIIfL AS HELD ON ~ o.~ d-,f) 1999 UNDER AGENDA ITEM NO. if[:.B - 5 EXHIBIT A PURCHASE CONTRACT CITY OF,OCOEE, FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999 BOND PURCHASE CONTRACT January 28, 1999 Mayor and Members of the City Commission City of Ocoee, Florida Dear Mayor and Commission Members: SunTrust Equitable Securities Corporation, on behalf of itself and William R. Hough & Co. (the "Underwriters") offers to enter into the following agreement with the City ofOcoee, Florida (the "City") which, upon your acceptance of this offer, will be binding upon the City and upon the Underwriters. This offer is made subject to your acceptance on or before 11 :59 p.m., E.S.T., on the date hereof and subject to withdrawal by the Underwriters upon notice to the City at any time prior to the acceptance hereof by you and subject to cancellation by the Underwriters pursuant to Section 8( e) hereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Official Statement (as hereinafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Underwriters hereby agree to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriters for such purpose, all (but not less than all) of the City's $11,405,000 aggregate principal amount of Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"). The Series 1999 Bonds shall be dated as of January 1, 1999, 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 1999 Bonds shall be payable semi-annually beginning on April 1, 1999, and on each October 1 and April 1 thereafter to maturity or earlier redemption. The aggregate purchase price of the Series 1999 Bonds shall be $11,082,372.45 (which takes into account an original issue discount of$246,049.65 and an Underwriters' discount of$76,577 .90). The Series 1999 Bonds initially shall be offered to the public at such prices or yields (including discounts) as indicated on Exhibit "A" attached hereto. The Series 1999 Bonds shall be issued pursuant to and under the authority of, Chapter 166, Part II, Florida Statutes, the Charter ofthe City and other applicable provisions oflaw (collectively, the" Act"), and under and pursuant to a Resolution adopted?y the City Commission of the City on January 19, 1999 (the "Resolution"). The Series 1999 Bonds will be payable solely from, and secured by, a pledge of and lien on legally available local government half-cent sales tax revenues received by the City (the "Sales Tax Revenues") and the Pledged Funds (as defined in the Resolution). The Series 1999 Bonds are being issued to provide funds sufficient, together with other available funds of the City, to: (a) refund the outstanding principal amount of the City's Capital Improvement Revenue Bonds, Series 1991, currently outstanding in the aggregate principal amount of$2,020,000, (b) refinance the outstanding principal amount of the City's Capital Improvement Revenue Promissory Note, Series 1996, currently outstanding in the aggregate principal amount of $4,355,000, (c) finance certain capital improvement projects within the City (collectively, the "Project"), (d) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1999 Bonds for deposit into a special subaccount in the Reserve Account established for the benefit ofthe Series 1999 Bonds, and (e) pay the costs of issuance of the Series 1999 Bonds, including the premium on the municipal bond insurance policy. 2. Good Faith Deposit. Delivered to you herewith, as a good faith deposit, is a corporate check of the Underwriters payable to the order of the City in the amount of$114,050 as security for the performance by the Underwriters of their obligation to accept and pay for the Series 1999 Bonds at Closing (as defined herein) in accordance with the provisions hereof. In the event that you accept this offer, said check shall be held uncashed by the City as a good faith deposit. At the Closing, the check will be returned to the Underwriters. In the event you do not accept this offer, the check shall be immediately returned to the Underwriters. If the Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Series 1999 Bonds at the Closing as provided herein, the check may be cashed by you and the proceeds retained by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriters. In the event that the City fails to deliver the Series 1999 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 ofthe Underwriters contained in this Bond Purchase Contract, or ifthe obligations ofthe Underwriters contained herein shall be canceled or terminated for any reason permitted by this Bond Purchase Contract, the City shall be obligated to immediately return the check to the Underwriters. 3. Offering. It shall be a condition of your obligation to sell and deliver the Series 1999 Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the Series 1999 Bonds, that the entire aggregate principal amount of the Series 1999 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriters at the Closing. The Underwriters agree to make a public offering of all ofthe Series 1999 Bonds at the initial offering prices (or yields) set forth in Exhibit "A" attached hereto; provided, however, the 2 Underwriters reserve the right to make co~cessions to dealers and to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 1999 Bonds. 4. Preliminary Official Statement and Official Statement. The City hereby confirms that it has heretofore made available to the Underwriters a Preliminary Official Statement ofthe City relating to the Series 1999 Bonds, dated January 22, 1999 (which, together with the cover page and appendices contained therein, is herein called the "Preliminary Official Statement"), and authorizes and ratifies the use and distribution thereof to prospective purchasers and investors. Within seven business days of the acceptance hereof by the City (or such shorter period of time to allow the Underwriters to comply with any rules ofthe Municipal Securities Rulemaking Board), the City shall cause to be delivered the final Official Statement, dated the date hereof (which, together with the cover page and appendices contained therein, is herein called the "Official Statement"), executed on behalf of the City by its Mayor in such reasonable numbers of conformed copies as the Underwriters shall request, which shall be sufficient in number to comply with paragraph (b )(3) of Rule 15c2-12 ofthe 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 Underwriters' use thereof, and ratifies and approves and authorizes the Underwriters to use the Official Statement and all documents described therein in connection with the public offering and the sale ofthe Series 1999 Bonds. In accordance with Section 218.385, Florida Statutes, the Underwriters hereby disclose the information required by such Section, including a truth-in-bonding statement, as provided in Exhibit "B" attached hereto. 5. Use of Documents. You hereby authorize the use by the Underwriters of (a) the Resolution, (b) the Preliminary Official Statement, (c) the Official Statement (including any supplements or amendments thereto), 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 1999 Bonds. 6. follows: Representations and Agreements. The City hereby represents and agrees as (a) As of the date of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein, in light ofthe 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. 3 (b) Between the date ofthis 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 1999 Bonds or obligations which pledge neither the full faith and credit ofthe City nor any portion of the Pledged Funds), without giving prior written notice thereof to the Underwriters. (c) The City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation ofthe 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 1999 Bonds to the Underwriters as provided herein, (iv) acquire and construct the Project, and (v) carry out and consummate the transactions contemplated by this Bond Purchase Contract, the Resolution and the Official Statement; and the City has complied, and at the Closing will be in compliance, in all respects, with the terms ofthe Act and with the applicable obligations on its part in connection with the issuance ofthe Series 1999 Bonds contained in the Resolution, the Series 1999 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 ofthe 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 1999 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract in connection with the issuance of the Series 1999 Bonds; upon delivery of the Series 1999 Bonds, the Resolution will constitute a legal, valid and binding special obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (f) When delivered to and paid for by the Underwriters at the Closing in accordance with the provisions ofthis Bond Purchase Contract, the Series 1999 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 Sales Tax Revenues and the Pledged Funds, all in accordance with the provisions ofthe Resolution, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (g) The adoption ofthe Resolution and the authorization, execution and delivery of this Bond Purchase Contract and the Series 1999 Bonds, and compliance with the 4 provisions hereof and thereof, will n9t 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 ofthe 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 1999 Bonds. (h) At the time of Closing, the City will be in compliance in all respects with the applicable covenants and agreements contained in the Resolution; and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Resolution will have occurred or be continuing. (i) Except as provided in the Official Statement, and except for certain permits relating to the Project to be obtained subsequent to the date ofthis Bond Purchase Contract, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations hereunder or under the Resolution have been obtained and are in full force and effect. (j) Funds. The City is lawfully empowered to pledge and grant a lien upon the Pledged (k) Except as disclosed in the Official Statement, to the best knowledge of the City, as ofthe 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 1999 Bonds or the pledge of and lien on the Sales Tax Revenues and the Pledged Funds, or contesting or affecting the validity or enforceability in any respect relating to the Series 1999 Bonds, the Resolution or this Bond Purchase Contract, or contesting the tax -exempt status of interest on the Series 1999 Bonds, or contesting the completeness or accuracy ofthe Official Statement or any supplement or amendment thereto, or contesting the powers ofthe City, the Commission or any authority for the issuance ofthe Series 1999 Bonds, the adoption ofthe Resolution or the execution and delivery by the City of this Bond Purchase Contract. (1) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to (i) qualify the Series 1999 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (ii) determine the eligibility ofthe Series 1999 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 5 of the Series 1999 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 1999 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 anytime 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 ofthe 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 ofthe circumstances under which they were made, not misleading, the City shall notify the Underwriters thereof, and, if in the reasonable opinion ofthe Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its own expense forthwith prepare and furnish to the Underwriters a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel to the Underwriters) which will supplement or amend the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. (r) The City shall comply in all respects with the continuing disclosure requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as set forth in the Official Statement and the Resolution. 6 7. Closing. At 12:00P.M., E.S.T., on February 10,1999, or at such time on such earlier or later date as shall be agreed upon, you will deliver to the Underwriters, at the location and place to be agreed upon by you and the Underwriters, the Series 1999 Bonds in definitive form, duly executed, together with the other documents herein mentioned; and the Underwriters will accept such delivery and pay at such location as may be agreed upon by you and the Underwriters the purchase price of the Series 1999 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 1999 Bonds shall be made available to the Underwriters at least one business day before the Closing for purposes of inspecting and packaging. The Series 1999 Bonds shall be prepared and delivered as fully registered Bonds. 8. Closing Conditions. The Underwriters have entered into this Bond Purchase Contract in reliance upon the representations and warranties of the City herein contained and the performance by the City of its obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations ofthe Underwriters under this Bond Purchase Contract are and shall be subject to the following conditions: (a) The representations and agreements ofthe 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 ofthe 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 1999 Bonds and the terms and conditions contained in the municipal bond insurance commitment ofthe Insurer (as defined herein), and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriters. (c) At the time of Closing, a resolution or ordinance ofthe City incorporating the terms of the Series 1999 Bonds (or setting forth the parameters under which the Series 1999 Bonds may be sold to the Underwriters) and the terms and conditions contained in the municipal bond insurance commitment of the Insurer shall have been duly adopted by the City Commission. (d) At the time of the Closing, all official action ofthe City relating to this Bond Purchase Contract and the Series 1999 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriters. 7 (e) The Underwriters shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Series 1999 Bonds by notifying you in writing of their intention to do so if: (i) between the date hereof and the Closing, legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of Congress by any Committee of such House, or passed by either House of Congress, or a decision shall have been rendered by a court ofthe 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 1999 Bonds, which, in the opinion of counsel for the Underwriters has, or will have, the effect of making such interest subject to inclusion in gross income for purposes of federal income taxation, except to the extent such interest shall be includable in gross income on the date hereof, or (ii) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of counsel for the Underwriters, has the effect of requiring the contemplated issuance or distribution ofthe Series 1999 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 ofthe Underwriters and the financial advisor to the City, materially adversely affects the marketability of the Series 1999 Bonds or the market price thereof, or (iv) in the reasonable opinion ofthe Underwriters and the financial advisor to the City, payment for and delivery of the Series 1999 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 ofthe 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 1999 Bonds as contemplated hereby or by the 8 Official Statement or prohib~ting the adoption of the Resolution or the performance thereof, or . (vi) between the date hereof and the Closing, the City has, without the prior written consent of the Underwriters, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement, in either case payable from the full faith and credit of the City or any portion ofthe Sales Tax Revenues and 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 ofthe subject matter shall take or propose to take any action or implement or propose regulations, rules or legislation which, in the reasonable judgment of the Underwriters, materially adversely affects the market price of the Series 1999 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, havingjurisdiction over the subject matter, or a decision by any court of competent jurisdiction within the United States or within the State of Florida or the State of New York shall be rendered which, in the reasonable judgment of the Underwriters, materially adversely affects the market price of the Series 1999 Bonds or causes any information in the Official Statement to be misleading in any material respect, or (ix) prior to Closing, either (A) Moody's Investor Service ("Moody's"), Standard & Poor's Ratings Group, a division of The McGraw Hill Companies, Inc. ("S&P") and Fitch IBCA, Inc. ("Fitch"), shall inform the City or the Underwriters that the Series 1999 Bonds will not be rated at least "Aaa," "AAA," and "AAA," respectively, or (B) Financial Security Assurance (the "Insurer") shall inform the Underwriters or the City that it shall not deliver its municipal bond insurance policy (the "Policy") at the time of Closing, or (x) the rating of any class of security of the City shall have been downgraded or withdrawn by a national credit rating service. 9 (f) At or prior to the date of the Closing, the Underwriters shall receive the following documents: (i) The Resolution certified by the City Clerk under seal as having been duly adopted by the City and as being in effect, with only such supplements, modifications or amendments as may have been agreed to by the Underwriters. (ii) Fully executed counterparts of the Official Statement and copies of conformed Official Statements sufficient to satisfy the requirements of Section 4 hereof. (iii) A final approving opinion of Bryant, Miller & Olive, P.A., Bond Counsel to the City, addressed to the City, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix D. (iv) A letter of Bryant, Miller & Olive, P.A., addressed to the Underwriters, and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8( f)(iii) hereof may be relied upon by the Underwriters and the Insurer to the same extent as if such opinion were addressed to the Underwriters and the Insurer. (v) A supplemental opinion of Bryant, Miller & Olive, P.A., addressed to the City and the Underwriters, and dated the date of Closing, to the effect that (A) the information set forth in the Official Statement under the headings, "INTRODUCTION," "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1999 BONDS," "THE SERIES 1999 BONDS," "TAX EXEMPTION," "CONTINUING DISCLOSURE," and in "APPENDIX C - COPY OF THE RESOLUTION" (other than the financial, statistical and/or demographic information and information concerning the City, the Insurer and the Policy included therein as to which no opinion need be expressed), insofar as such information purports to be descriptions or summaries of the Act, the Resolution, the Series 1999 Bonds, or the laws referred to therein, constitute accurate and fair statements or summaries ofthe matters set forth or the documents referred to therein, and the information under the heading "TAX EXEMPTION" and in APPENDIX C is correct; and (B) the Series 1999 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. (vi) An opinion of Foley & Lardner, Counsel to the City, addressed to the City, the Insurer and the Underwriters, and dated the date of the Closing, in such form and substance acceptable to the Underwriters and Counsel to the Underwriters. 10 (vii) A certificate,.which shall be true and correct at the time of Closing, signed by the Mayor and the City Manager of the City or such other officials satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that, to the best of their knowledge and belief (A) the representations and covenants ofthe City contained herein are true and correct in all material respects and are complied with as ofthe time of Closing and (B) the Official Statement did not as of its date, and does not as ofthe date of Closing, contain any untrue statement of a material fact or omitto state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to the Insurer or the Policy). (viii) An opinion of Nabors, Giblin & Nickerson, P.A., Counsel to the Underwriters, addressed to the Underwriters, and dated the date of Closing, substantially to the effect that, with respect to the information in the Official Statement and based upon said firm's participation in the preparation of the Official Statement as counsel to the Underwriters and without having undertaken to determine independently the accuracy or completeness of the contents ofthe Official Statement, said firm has no reason to believe that the Official Statement (except for the financial and statistical data contained therein, the information therein relating to the Insurer or the Policy, and Appendices A, B, C, E, F and thereto, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (ix) A certificate of an authorized representative of SunTrust Bank, Central Florida, National Association (the "Bank"), as Registrar, Paying Agent and Escrow Agent to the effect that (A) the Bank is a national bank duly organized, validly existing and in good standing under the laws ofthe 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 ofthe Articles of Association or Bylaws ofthe 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 11 knowledge, threatened again.st 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 Comprehensive Annual Financial Report for the Fiscal Year ended September 30, 1998, together with the audit opinion ofMcDirmit, Davis, Lauteria, Puckett, Vogel & Company, P.A., independent accountants. (xi) The Verification Report of Causey Demgen & Moore Inc., Denver, Colorado, regarding, among other things, the accuracy. of the arithmetical computations of the adequacy of the maturing principal and interest earned on the Federal Securities (as defined in the Escrow Deposit Agreement) to pay when due, the principal of, premium, if any, and interest on the Refunded Bonds. (xii) The Policy and Surety Bond issued by the Insurer. (xiii) A letter from McDirmit, Davis, Lauteria, Puckett, Vogel & Company, P.A. to the effect that they are independent certified public accountants engaged by the City and they consent to the use of their name and report in the Official Statement; (xiv) A certificate of an officer ofthe Insurer dated the date ofthe Closing and addressed to the Underwriters, concerning the Insurer, the Policy, and the information relating to the Insurer and the Policy contained in the Official Statement, in form and substance satisfactory to Bond Counsel, the Underwriters and counsel to the Underwriters. (xv) A certificate of the Mayor or the City Manager deeming the Preliminary Official Statement "final" as of its date for purposes of Rule 15c2-12; (xvi) A letter of Moody' s to the effect that the Series 1999 Bonds have been assigned a rating no less favorable than "Aaa," a letter ofS&P to the effect that the Series 1999 Bonds have been assigned a rating no less favorable than "AAA" and a letter of Fitch to the effect that the Series 1999 Bonds have been assigned a rating no less favorable than "AAA," each of which such ratings shall be in effect as ofthe date of Closing; (xvii) A certificate of First Union Capital Markets, a division of Wheat First Securities substantially to the effect that with respect to the information in the Official Statement and based upon theirreview ofthe Official Statement as Financial Advisor to the City and without having undertaken to determine independently the accuracy or completeness ofthe contents ofthe Official Statement, said firm has no reason to believe that the Official Statement (except for the information therein 12 relating to the Insurer or the ~olicy, and the Appendices thereto, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (xviii) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and th~ 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 obligationsofthe Underwriters to purchase, to accept delivery of and to pay for the Series 1999 Bonds contained in this Bond Purchase Contract and the Underwriters do not waive such inability in writing, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 1999 Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the Underwriters and neither the Underwriters nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Section 9 hereof shall continue in full force and effect. 9. Expenses. The Underwriters shall be under no obligation to pay, and the City shall pay any expense incident to the performance ofthe 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 1999 Bonds; (c) the fees and disbursements of Bond Counsel; (d) the fees and disbursements of the City's certified public accountants; (e) the fees and disbursements of any experts, consultants or advisors retained by the City; (f) fees for bond ratings; (g) the fees and expenses ofthe Registrar, the Paying Agent; and (h) the costs of preparing, printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriters shall pay: (a) the cost of preparing, printing and delivery of this Bond Purchase Contract; (b) the cost of all "blue sky" and legal investment memoranda and related filing fees; (c) the fees and expenses of counsel to the Underwriters; (d) all advertising expenses; and (e) all other expenses incurred by them or any of them in connection with the public offering of the Series 1999 Bonds. In the event that either party shall have paid obligations ofthe other as set forth in this Section 9, adjustment shall be made at the time ofthe 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 ofOcoee, Florida, 150 North Lakeshore Drive, Ocoee, Florida 34761, to the attention of the City Manager, and any such notice or other 13 communication to be given to the Underwri~ers may be mailed to SunTrust Equitable Securities, 200 South Orange Avenue, M/C 0-1102/ Tower 10, Orlando, Florida 32801, to the attention of Brent Wilder. 11. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the City and the Underwriters and no other party or person shall acquire or have any right hereunder or by virtue hereof. All your representations and agreements in this Bond Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Series 1999 Bonds. 12. Waiver. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole discretion, and the approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by an appropriate officer or officers of the Underwriters and delivered to you. 13. No Liability. Neither the City Commissioner, nor any ofthe members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriters with any liability, or held liable to the Underwriters under any term or provision of this Bond Purchase Contract because of its execution or attempted execution, or because of any breach or attempted or alleged breach thereof. [REMAINDER OF P AGE INTENTIONALLY LEFT BLANK] 14 14. Governing Law. This Bond. Purchase Contract, and the terms and conditions herein, shall constitute the full and complete agreement between the City and the Underwriters with respect to the purchase and sale of the Series 1999 Bonds. This Bond Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, SunTrust Equitable Securities Corporation, on behalf of itself and William R. Hough & Co. By: Vice President CITY OF OCOEE, FLORIDA (SEAL) By: S. Scott Vandergrift, Mayor ATTEST: By: Jean Grafton, City Clerk FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY THIS DAY OF JANUARY, 1999. APPROVED BY THE OCOEE CITY COMMISSION AT A SPECIAL MEETING HELD ON JANUARY 28, 1999 UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attorney BRYANT, MILLER AND OLIVE, P.A. By: Bond Counsel . 15 EXHIBIT" A" TERMS OF SERIES 1999 BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES OR YIELDS SEE ATTACHED A-I BOND PRICING CITY OF OCOEE, FLORIDA Capital Improvement Refunding & Improvement Revenue Bonds . Series 1999 Current Refund of Series 1996 Bank Note Advance Refund of Series 1991 Capital Improvement Rev. Bonds Fill Solution Final Pricing (2:00 pm jl/27/99) - SLGS Escrow -- Maturity Premium Bond Component Date Amount Rate Yield Price ( -J:?iscount) Takedown Refunding Serial Bonds 1998 - 2015: 10/01/1999 150,000 3.000% 3,000% 100.000 2.500 10/01/2000 210,000 3.150% 3.150% 100.000 2.500 10/01/2001 215,000 3.350% 3.350% 100.000 3.750 1 % 1/2002 225,000 3.550% 3.550% 100.000 3.~ 10/01/2003 230,000 3.600% 3.600% 100.000 _-3. SO 10/01/2004 240,000 3.700% 3.700% 100,000 3.750 10/01/2005 250,000 3.750% 3.750% 100.000 3.750 10/01/2006 255,000 3.850% 3.850% 100.000 3.750 10/01/2007 265,000 3.900% 3.950% 99.633 -972.55 3.750 1 % 1/2008 275,000 3.950% 4.000% 99.599 -1,102.75 3.750 10/0112009 290,000 4.050% 4.100% 99.568 -1,252.80 3.750 10/01/2010 300,000 4.200% 4.250% 99.540 -1,380.00 5.000 1 % 1/20 11 315,000 4.300% 4.350% 99.513 -1,534.05 5,000 10/01/2012 325,000 4.400% 4.450% 99.487 -1,667.25 5.000 10/01/2013 340,000 4.500% 4.550% 99.464 -1,822.40 5.000 10/0ln014 355,000 4.600% 4.650% 99.443 -1,977.35 5.000 10/01/2015 370,000 4.700% 4.750% 99.423 -2,134.90 5.000 4,610,000 -13,844.05 Term Bond due 2019: 10/0112019 1,675,000 4.750% 4.960% 97,300 -45,225.00 5.000 Term Bond due 2024: 1 % 1/2024 2,580,000 4.750% 4.990% 96.543 -89,190.60 5.000 Term Bond due 2028: 10/01/2028 2,540,000 4.750% 5.000% 96.150 -97,790.00 5.000 11,405,000 -246,049.65 A-2 1~".,12 11100 12.":I"~", PT...,,,r..rl hv Q..nTrl1~t P.nnitable Securities (4.2060coee:CITY-98RFDF 6.99_RF2) Page 3 Optional Redemption The Series 1999 Bonds maturing on or prior to October 1,2009 are not subject to redemption prior to their respective maturities. The Series 1999 Bonds maturing on or after October 1, 2010 are subject to redemption prior to maturity on or after October 1, 2009, 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 ofthe principal amount) as set forth in the following table, plus accrued interest to the redemption date. Period During Which Redeemed (Both dates inclusive) Redemption Price October 1, 2009 through September 30, 2010 October 1,2010 and thereafter 101% . 100 Mandatory Redemption The Series 1999 Bonds which mature on October 1, 2019 are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal amount thereofplus interest accrued to the redemption date, beginning on October 1,2016, and on each October 1 thereafter, in the following principal amounts in the years specified: October 1 2016 2017 2018 2019* Principal Amount $390,000 410,000 425,000 450,000 * Maturity A-3 The Series 1999 Bonds which m~ture on October 1, 2024 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, 2020, and on each October 1 thereafter, in the following principal amounts in the years specified: Year 2020 2021 2022 2023 2024 Principal Amount $470,000 490,000 515,000 540,000 565,000 * Maturity The Series 1999 Bonds which mature on October 1, 2028 are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the redemption date, beginning on October 1, 2025 , and on each October 1 thereafter, in the following principal amounts in the years specified: Year 2025 2026 2027 2028 Principal Amount $590,000 620,000 650,000 680,000 * Maturity A-4 EXHIBIT "B" DISCLOSURE STATEMENT AND TRUTH-IN-BONDING STATEMENT January 28, 1999 Mayor and Members of the City Commission City of Ocoee, Florida Re: Capital Improvement Refunding Revenue Bonds, Series 1999 Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Ocoee, Florida (the "City") of $11,405,000 in aggregate amount of its Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), SunTrust Equitable Securities Corporation and William R. Hough & Co. (collectively, the "Underwriters") are underwriting a public offering ofthe Series 1999 Bonds. The purpose ofthe following paragraphs ofthis 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 1999 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and re-offering ofthe Series 1999 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 1999 Bonds. (c) The underwriting spread, the difference between the price at which the Series 1999 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the City for the Series 1999 Bonds, exclusive of accrued interest, will be $6.71 per $1,000 of Series 1999 Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph ( c) above, the Underwriters will charge a management fee of $0 per $1,000 of Series 1999 Bonds issued. B-1 (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance of the Series 1999 Bonds to any person not regularly employed or retained by the Underwriters (including any "finder" as defined in Section 218.386, Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in paragraph (a) above. (f) The name and address of the Underwriters are: SunTrust Equitable Securities Corporation 200 South Orange Avenue M/C 0-1102 / Tower 10 Orlando, Florida 32801 William R. Hough & Co. 100 Second Avenue South / Suite 800 St. Petersburg, Florida 33701-4386 The purpose ofthe following paragraphs are to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby, as follows: (a) The City is proposing to issue $11,405,000 ofthe Series 1999 Bonds for the principal purposes of providing sufficient monies to (a) refund the outstanding principal amount of the City's Capital Improvement Revenue Bonds, Series 1991, currently outstanding in the aggregate principal amount of$2,020,000 (the "Series 1991 Bonds"), (b) refund the outstanding principal amount ofthe City's Capital Improvement Revenue Promissory Note, Series 1996 in the aggregate principal amount of$4,35 5,000 (the" 1996 Note"), (c) finance certain capital improvement proj ects within the City, (d) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1999 Bonds for deposit into a special subaccount in the Reserve Account established for the benefit ofthe Series 1999 Bonds, and (e) pay the costs of issuance of the Series 1999 Bonds, including the premium on the municipal bond insurance policy. This obligation is expected to be repaid over a period of approximately 30 years. At the interest rates set forth on Exhibit" A" to the Bond Purchase Contract to which this is attached, total interest paid over the life ofthe obligation (including accrued interest) will be $9,782,255.63. (b) The source of repayment or security of the Series 1999 Bonds is the Pledged Funds (as defined in the Resolution). Authorizing this debt will result in an average of$712,923.51 of such Sales Tax Revenues and Pledged Funds not being available to finance other services ofthe City each year for approximately 30 years. B-2 The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions ofthe Series 1999 Bonds. Very truly yours, SunTrust Equitable Securities Corporation By: Vice President B-3 SCHEDULE I UNDERWRI'l'ER'S DISCOUNT CITY OF QCOBB, PLORIDA Ca:pital1mpIovement Refunding &. Improvement Revenue Bonds Series 1999 Current Refund of Series 1996 Bank Note Advance Refund of Series 1991 Capital Improvement Rev. Bonds Fill Solution Final Pricing (2:00 pm ;1/27/99) - -::SLOS Escrow- Underwritet's Discount $/1000 Amount Average Takedown 4.68000 53,375.40 Underwriter's Counsel 1.31521 15,000.00 Structuring Fee 0.40000 4,562.00 DALNBT, Communications 0.05000 570.25 DTC, CUSIP 0.08768 1,000.00 Day Loan 0.05000 570.25 Out-of.Pockc\ Expense &. Mise. 0.13152 1,500.00 6.71441 76,,577.90 Jan 28, 1999 10: 17 am Prepared by S1DlTrust Equitable SecurlIies (4.2060coee:crrv.98RFDF_6,99_RF2) Page I EXI-fJBI7 (J ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of February 1, 1999, by and between the CITY OF OCOEE, FLORIDA (the "Issuer"), and SunTrust Bank, Central Florida, National Association, a national banking association organized under the laws of the United States of America, as Escrow Agent, and its successors and assigns (the "Escrow Agent"); WIT N E SSE T H: WHEREAS, the Issuer has previously authorized and issued its Capital Improvement Revenue Bonds, Series 1991, a portion of which will be refunded as of the date of delivery of the Bonds (as hereinafter defined) in the principal amount of $ which mature in the years (the "Refunded Bonds"), as to which the Total Debt Service for the Refunded Bonds (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service for the Refunded Bonds by depositing with the Escrow Agent an amount which, together with investment earnings thereon, is at least equal to such Total Debt Service for the Refunded Bonds; and WHEREAS, in order to obtain the funds needed for such purpose and for other purposes, the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing its Capital Improvement Refunding Revenue Bonds, Series 1999; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer's obligations relating to the Refunded Bonds; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Agent agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: (a) "Agreement" means this Escrow Deposit Agreement. (b) "Annual Debt Service" means the principal, interest, and redemption premium, if any, on the Refunded Bonds coming due in a particular year as shown on Schedule A attached hereto and made a part hereof (c) "Bonds" means the $11,405,000 City ofOcoee, Florida, Capital Improvement Refunding Revenue Bond, Series 1999, issued under the Resolution. (d) "Escrow Account" means the account hereby created and entitled Escrow Account established and held by the Escrow Agent pursuant to this Agreement in which cash and investments will be held for payment of the principal, interest, and redemption premium, if any, on the Refunded Bonds as they become due and payable. (e) "Escrow Agent" means SunTrust Bank, Central Florida, National Association, having its designated corporate trust office in Orlando, Florida, and its successors and assigns. (t) "Federal Securities" means any bonds or other obligations which, as to principal and interest, constitute direct obligations of, or are unconditionally guaranteed as to full and timely payment by, the United States of America, none of which permit redemption or prepayment at the option of the United States of America prior to the dates on which such Federal Securities are scheduled to mature pursuant to Schedule C attached hereto. The term "Federal Securities" shall not include money market funds or mutual funds invested in obligations described in this definition. (g) "Issuer" means the City of Ocoee, Florida, and its successors and assigns. (h) "Refunded Bonds" means the Issuer's Capital Improvement Revenue Bonds, Series 1991, a portion of which shall be refunded as of the delivery date of the Bonds in the principal amount of $ maturing in the years (i) "Resolution" means Resolution No. 99-04, as amended and supplemented by Resolution No. , and Resolution No. , relating to the issuance of the Bonds. (j) "Total Debt Service for the Refunded Bonds" means, as of any date, the sum of the principal of, redemption premium, if any, and interest remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto. . SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Agent for deposit into the Escrow Account, in immediately available funds, which funds the Escrow Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent separate and apart from other funds of the Escrow Agent and applied solely as provided in this Agreement. All of such funds are being derived from proceeds of the Bonds. None of such funds are being derived from the Debt Service Fund (as that term is defined in the Resolution) related to the Refunded Bonds. The Issuer represents that the Federal Securities, the interest to be earned thereon, and the in cash deposited to the Escrow Account (i) are at least equal to the Total Debt Service for the Refunded Bonds as of the date of such deposit, and (ii) are sufficient to pay principal, interest and redemption premium on the Refunded Bonds as they become due and payable in accordance with Schedule A attached hereto. SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the sum described in Section 2 and agrees: (a) to hold the funds 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 Federal Securities set forth on Schedule 2 C attached hereto and to hold such securities and .41 ~of such funds in cash 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 Federal Securities, the interest to be earned thereon, and the cash deposited in the Escrow Account will not be less than the Total Debt Service for the Refunded Bonds, and only upon receipt of an opinion of Bryant, Miller and Olive, P.A. that such securities constitute Federal Securities for purposes of this Agreement; and (d) there will be no investment offunds except as set forth in this Section 3 and except as set forth in 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 , as successor to the Paying Agent for the Refunded Bonds (the "Paying Agent"), in immediately available funds solely from amounts available in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service for the Refunded Bonds coming due on such dates, as shown on Schedule A. (b) Expenses. The Issuer shall pay the fees and expenses of the Escrow Agent as set forth on Schedule B attached hereto. (c) Surplus. After making the payments from the Escrow Account described in Subsections 4(a) and (b) above, the Escrow Agent shall retain in the Escrow Account any remaining cash in the Escrow Account in excess of the Total Debt Service for the Refunded Bonds until the termination of this Agreement pursuant to the terms of Section 13 hereof, and shall then pay any remaining funds to the Issuer. (d) Priority of Payments. The holders of the Refunded Bonds shall have an express first priority security interest in the funds and Federal Securities in the Escrow Account until such funds and Federal 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 Federal 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 Federal Securities acquired hereunder and shall substitute other Federal Securities and reinvest any excess receipts in Federal Securities. 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 3 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 Federal Securities, interest to be earned thereon, and cash remaining on hand after the transactions are completed will, assuming no reinvestment or any earnings, be not less than the Total Debt Service for the Refunded Bonds, and that reinvestment in such Federal Securities will not postpone the anticipated transfer of moneys from the Escrow Account to the Paying Agent pursuant to Section 4(a) hereof, 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 or the Refunded Bonds to be included in the gross income of the holders thereof for purposes of Federal income taxation and such substitution is in compliance with this Agreement. Subsection 4( c) above notwithstanding, cash in excess of the Total Debt Service for the Refunded Bonds caused by substitution of Federal Securities shall, as soon as practical, be paid to the Issuer. Notwithstanding any provision of this Agreement to the contrary, no forward purchase agreement relating to the future reinvestment of cash held hereunder shall be executed unless the following condition is met: to the extent either Moody's Investors Service, Inc., Fitch meA, Inc., and/or Standard & Poor's Ratings Services have an outstanding rating on the Refunded Bonds, at least one of such rating agencies must give written confirmation that it will not lower or withdraw the rating as a result of the execution of such forward purchase agreement. In the event of any inconsistency between the terms and conditions of such forward purchase agreement and this Agreement, the terms and conditions of this Agreement shall control. SECTION 6. Redemption or Acceleration of Maturity. The Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity, any Refunded Bonds, except as set forth on Schedule A attached hereto. SECTION 7. Indemnity. To the extent permitted by law and without waiving sovereign immunity, the Issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless, the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement and performance by the Escrow Agent of its duties hereunder, including without limitation, the establishment of the Escrow Account established hereunder, the acceptance of the funds and securities deposited therein, the purchase of the Federal Securities, the retention of the Federal 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, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow 4 Agent shall not be liable for any deficiencies in the amounts necessary to pay the Total Debt Service for the Refunded Bonds. 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 Federal Securities and the earnings thereon to pay the Total Debt Service for the Refunded Bonds. SECTION 8. Responsibilities of Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Federal Securities, the retention of the Federal 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 obligations of the Escrow Agent shall be determined by the express provisions of this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel, who 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 conclusively established by a certificate signed by an authorized officer of the Issuer. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, letter or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. SECTION 9. Resignation of Escrow Agent. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer, any rating agency then providing a rating on either the Refunded Bonds or the 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 10. Removal of Escrow Agent. (a) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty-one percentum (51 %) in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be 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 financial journal of general circulation in the City of New York, New York, not less than sixty (60) days before such removal is to take effect as stated in said 5 instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent. (b) The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than five percentum (5%) in aggregate principal amount of the 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 11. Successor Escrow Agent. (a) If, at any time hereafter, the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall immediately appoint an Escrow Agent to fill such vacancy and, upon such appointment, all assets held hereunder shall be transferred to such successor. The Issuer shall either (i) publish notice of any such appointment made by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of any such appointment made by it to the holders of the Refunded Bonds within thirty (30) days after such appointment. (b) At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of the 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) Ifno appointment ofa successor Escrow Agent shall be made pursuant to the foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Agent, may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. 6 (d) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all the trust, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto, anything herein to the contrary notwithstanding, provided such successor shall have reported total capital and surplus in excess of$ , provided that such successor Escrow Agent assumes in writing all the trust, duties and responsibilities of the Escrow Agent hereunder. SECTION 12. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it has agreed to accept compensation under the Agreement pursuant to the terms of Schedule B attached hereto for services to be performed by the Escrow Agent pursuant to this Agreement, plus out-of-pocket expenses to be reimbursed at cost from legally available funds of the Issuer. The Escrow Agent shall not be compensated from amounts on deposit in the Escrow Account, and the Escrow Agent shall have no lien or claim against funds in the Escrow Account for payment of obligations due it under this Section. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds, except as provided in Section 7. SECTION 14. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, notice of such event shall be sent to the municipal bond insurer(s) for the Refunded Bonds, if any, as well as Moody's Investors Service, Inc., Fitch fiCA, Inc. and Standard & Poor's Ratings Services (but only to the extent such agencies have a rating outstanding on any of the Refunded Bonds), and while such covenant or agreements herein contained shall be null and void, they shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 15. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Bonds and the Bonds and it shall not be repealed, revoked, altered or amended in whole or in part without the written consent of all holders of Refunded Bonds, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for anyone or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; 7 (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. The Escrow Agent shall, at its option, be entitled to request, at the Issuer's expense, and rely exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. Prior written notice of such amendments, together with proposed copies of such amendments, shall be provided to Moody's Investors Service, Inc., Fitch IBCA, Inc., and Standard & Poor's Ratings Services (but only to the extent such agencies at that time have a rating outstanding on any of the Refunded Bonds). SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida. [Remainder of page intentionally left blank] 8 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) . ATTEST: By: Name: S. Scott Vandergrift Title: Mayor By: Name: Jean Grafton Title: Clerk FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO FORM AND LEGALITY: FOLEY & LARDNER By: Name: Paul Rosenthal Title: City Attorney SUNTRUSTBANK,CENTRALFLORIDA NATIONAL ASSOCIATION, as Escrow Agent (SEAL) By: Name: Title: J:\BONDS\422!>IEDAl.WPD J...II)' 28. 1999 9 Date Principal SCHEDULE A TOTAL DEBT SERVICE Redemption Premium Total Debt Service Interest SCHEDULE B PAYMENTS TO BE MADE TO ESCROW AGENT One time up-front fee of $1,500.00 at closing plus out-of-pocket expenses not to exceed $ Maturity Date SCHEDULE C SCHEDULE OF FEDERAL SECURITIES Principal Amount Interest Rate ~ eX/II;3J7 C- CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Ocoee, Florida (the "City") in connection with the issuance of its $ Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"). The Series 1999 Bonds are being issued pursuant to the City's Resolution No. 90-08, adopted by the City Commission of the City on August 21, 1990, as amended and supplemented, from time to time, and as specifically amended and supplemented by Resolution No. 99-_, adopted by the City Commission of the City on January 18, 1999 (collectively, the "Resolution"). The City covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Series 1999 Bondholders and in order to assist the original underwriter of the Series 1990 Bonds in complying with Rule 15c2- 12(b)(5) promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934 (the "Rule"). SECTION 2. PROVISION OF ANNUAL INFORMATION. Except as otherwise provided herein, the City shall provide to all of the nationally recognized municipal securities information repositories described in Section 4 hereof (the "NRMSIRs"), and to any state information depository that is established within the State of Florida (the "SID") on or before April 30 of each year, commencing April 30, 1999, the information set forth below in this Section 2. Notwithstanding the immediately preceding sentence, to the extent any such information does not become available to the City before on April 30 of any year, the City shall provide such information when it becomes available, but no later than one year following the end of the City's Fiscal Year. (A) the City's Comprehensive Annual Financial Report for the immediately preceding Fiscal Year (the "CAFR"), which shall include the audited financial statements of the City for the immediately preceding Fiscal Year prepared in accordance with Generally Accepted Accounting Principles, as modified by applicable State of Florida requirements and the governmental accounting standards promulgated by the Government Accounting Standards Board; provided, however, if the audited financial statements of the City are not completed prior to on April 30 of any year, the City shall provide unaudited financial statements on such date and shall provide the audited financial statements within 30 days of the completion of such audited financial statements; and (B) to the extent not set forth in the CAFR, additional financial information and operating data of the type included with respect to the City in the final official statement prepared in connection with the sale and issuance of the Series 1999 Bonds (as amended, the "Official Statement"), as set forth below: 1. Updates of information set forth in the following subsections of the section of the Official Statement captioned "Historical and Projected Coverage of the Maximum Bond Service Requirement," and "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1999 BONDS - Sales Tax Revenues." 2. Description of any indebtedness payable in whole or in part from the Pledged Funds (as defined in the Official Statement). 3. Description of any material litigation which would have been disclosed in the Official Statement if such litigation had occurred and been ongoing at the time the Official Statement is dated. 4. Any other financial information or operating data of the type included in the Official Statement which would be material to a holder or prospective holders ofthe Series 1999 Bonds. For purposes of this Disclosure Certificate, "Fiscal Year" means 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. SECTION 3. REPORTING SIGNIFICANT EVENTS. The City shall provide to the NRMSIRs or the Municipal Securities Rulemaking Board (the "MSRB") and to the SID, on a timely basis, notice of any ofthe following events, if such event is material with respect to the Series 1999 Bonds or the City's ability to satisfy its payment obligations with respect to the Series 1999 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on the debt service reserve fund reflecting financial difficulties; (D) Unscheduled draws on credit enhancement reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 1999 Bonds; (G) Modifications to rights of Series 1999 Bondholders; (H) Calls on the Series 1999 Bonds; (I) Defeasance of the Series 1999 Bonds; (J) Release, substitution, or sale of property securing repayment of the Series 1999 Bonds; (K) Rating changes; and 2 (L) Notice of any failure on the part ofthe City or any other Obligated Person (as defined herein) to meet the requirements of Section 2 hereof. The City may from time to time, in its discretion, choose to provide notice of the occurrence of certain other events, in addition to those listed in this Section 3, if, in the judgment of the City, such other events are material with respect to the Series 1999 Bonds, but the City does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. Whenever the City obtains knowledge of the occurrence of a significant event described in this Section 3, the City shall as soon as possible determine if such event would be material under applicable federal securities law to holders of Series 1999 Bonds, provided, that any event under clauses (D), (E), (F), (K) or (L) above will always be deemed to be material. SECTION 4. NRMSIRs. The NRMSIRs to which the City shall provide the information described in Sections 2 and 3 above, to the extent required, shall be the following organizations, their successors and assigns: (A) Bloomberg Financial Markets Attention: Municipal Repository 100 Business Park Drive Skillman, New Jersey 08558 Phone: 609/279-3200 Fax: 609/279-5962 Email: MUNIS@bloomberg.com (B) Thomson NRMSIR Attention: Municipal Disclosure 395 Hudson Street, 3rd Floor New York, New York 10014 Phone: 212/807 -5001 Fax: 212/989-2078 Email: Disclosure@muller.com (C) DPC Data, Inc. One Executive Drive Fort Lee, New Jersey 07024 Phone: 201/346-0701 Fax: 201/947-0107 Email: NRMSIR@DPCDATA.COM 3 (D) J.J. Kenny Attention: Repository 65 Broadway, 16th Floor New York, New York 10006 Phone: 212/770-4568 Fax: 212/770-0222 http://www.jjkenny.com (F) Any NRMSIRs that are established subsequently and approved by the SEe. (G) A list of the names and addresses of all designated NRMSIRs as of any date may currently be obtained by calling the SEC's Fax on Demand Service at 202/942-8088 and requesting document number 0206. SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any other provision in the Resolution to the contrary, failure of the City to comply with the provisions of this Disclosure Certificate shall not be considered an event of default under the Resolution; provided, however, any Series 1999 Bondholder may take such actions as may be necessary and appropriate, including pursuing an action for mandamus or specific performance, as applicable, by court order, to cause the City to comply with its obligations hereunder. For purposes of this Disclosure Certificate, "Series 1999 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 1999 Bonds (including persons holding Series 1999 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 1999 Bond for federal income tax purposes. It is the City's intent that specific performance be the sole remedy for an event of default under this Disclosure Certificate. SECTION 6. INCORPORATION BY REFERENCE Any or all of the information required herein to be disclosed may be incorporated by reference from other documents, including official statements or debt issues of the City of related public entities, which have been submitted to each ofthe NRMSIRs and the SID, if any, or the SEe. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify each document incorporated by reference. SECTION 7. DISSEMINATION AGENTS. The City may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent. SECTION 8. TERMINATION. The City's obligations under this Disclosure Certificate shall terminate upon (A) the legal defeasance, prior redemption or payment in full of all of the Series 1999 Bonds, or (B) the termination of the continuing disclosure requirements of the Rule by legislative, judicial or administrative action. 4 SECTION 9. AMENDMENTS. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision may be waived, if such amendment or waiver is supported by an opinion of counsel that is nationally recognized in the area of federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in its annual information described in Section 2 hereof or notice of occurrence of a significant event described in Section 3 hereof, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in its annual information or notice of occurrence of a significant event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in its future annual information or notice of occurrence of a significant event. SECTION 11. OBLIGATED PERSONS. If any person, other than the City, becomes an Obligated Person (as defined in the Rule) relating to the Series 1999 Bonds, the City shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. Dated: January _, 1999 CITY OF OCOEE, FLORIDA (SEAL) By: S. Scott Vandergrift, Mayor ATTEST: Jean Grafton, City Clerk 5 Q:\36201\CDA1.wpd