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V (C) Resolution No. 96-32, authorizing 12M Water/Sewer System Revenue Bonds Series 1997, to finance the construction and certain improvements to the combined water and sewer systems � 1 AGENDA 12-3-96 "CENTER OF GOOD LIVING -PRIDE OF WEST ORANGE" Item V C Ocoee Jc.w-r VtUN G61ck,Air? ®� CITY OF OCOEE pat S COMMISSIONERS RUSTY JOHNSON +.• ► a SCOTT ANDERSON 150 N.LAKESHORE DRIVE SCOTT A.GLASS Lb OCOEE,FLORIDA 34761-2258 JIM GLEASON � 4. (407)656-2322 CITY MANAGER Of 000v `" ELLIS SHAPIRO MEMORANDUM TO: Honorable Mayor and Board of City Commissioners FROM: Wanda Horton, Finance Director DATE: November 26, 1996 RE: Water and Sewer Improvement Revenue Bonds, Series 1997 In order to meet the-future capacity demands on the water and sewer system through the year 2016, the City established long-range planning procedures. The City has also established a long-range capital improvement plan identifying certain improvements to the system in order to meet future capacity demands. The plan has an estimated cost of $10, 813 , 000. These improvements will be paid for or financed from existing Renewal and Replacement funds, Capital funds and proceeds of the Series 1997 bonds. The following documents are attached for your review: * Summary of the results of the presentations to insurers and rating agencies during the New York trip * Resolution 96-32 authorizing the issuance of Series 1997 Water and Sewer Revenue Improvement Bonds * Preliminary Operating Statement City Advisors, Bond Counsel and Underwriters and City Staff are present to discuss these items. Action Requested The Honorable Mayor and Board of City Commissioners adopt Resolution 96-32 authorizing the issuance of Series 1997 Water and Sewer Revenue Bonds. rL- �1 CITY OF OCOEE,FLORIDA WATER AND SEWER IMPROVEMENT REVENUE BONDS, SERIES 1997 TERM SHEET Issue Size $10,275,000* Final Maturity 2026 Ratings AAA/Aaa/AAA (AMBAC Insured) A- S&P Underlying Yields 3.60% - 5.70% Reserve Account Surety Bond Construction Proceeds $9,700,000* Combined Maximum Annual Debt Service 1997-2016 $1,345,000 2017-2027 $ 700,000 Security Net Revenue of the Water and Sewer System, the Water and Sewer System Development Charges (Impact Fees). Rate Covenant Net Revenues of the System must equal 100% of the annual debt service requirement; and Net Revenues plus Water and Sewer System Development Charges (Impact Fees) must equal 110% of the annual debt service requirement. Additional Bonds Test Net Revenues of the System must equal 100% of the maximum annual debt service requirement on the outstanding and proposed bonds; Net Revenues plus Water and Sewer System Development Charges must equal 110% of the maximum annual debt service requirement on the outstanding and proposed bonds. *Estimated; subject to change CITY OF OCOEE,FLORIDA WATER AND SEWER IMPROVEMENT REVENUE BONDS, SERIES 1997 MUNICIPAL BOND RATING AGENCIES' COMMENTS AND RATINGS OR RATING INDICATORS Credit Strengths • Excellent Comprehensive Planning - The Rating Agencies were impressed by the City's ability to meet future capacity requirements of the City. • Strong Financial Performance - The Water and Sewer Systems has maintained a strong historical financial performance. • Strong Management of the System- The were impressed by the management of the City, including Elected Officials and Staff. • Solid Cash Position- Cash reserves in Renewal and Replace Account and System Development Charge Maintain are solid. • Good Operating Performance - The System is new and maintained Credit Weakness • Reliance on Maintenance Revenues - While maintenance revenues are viewed favorable, the rating agencies concerns are based on the possibility that the developers will not hook on to the system or fail to pay their fees putting pressure on existing costumers. • Reliance on Impact Fee Revenues -Risk of development slowing down could put additional pressure on existing customers. • Weak Legal Covenants- The Additional Bonds Test and Rate Covenant we structured to provide the City with flexibility(1.10x debt service coverage). Rating Agencies would prefer to have a higher test or excluded maintance fees from the test. Ratings or Rating Indicators Fitch Rating Service Baa Rating Indicator Moody's Investor Service Baa Rating Indicator Standard& Poor's A- Actual Rating • CITY OF OCOEE,FLORIDA WATER AND SEWER IMPROVEMENT REVENUE BONDS, SERIES 1997 SUMMARY OF MUNICIPAL BOND INSURANCE COMPANIES COMMITMENTS AMBAC Indemnity Base Premium .29% of Total $60,174* Debt Service DSRF Surety Bond 1.85% of Reserve $12,947* Requirement Covenant Requirements None MBIA Base Premium .295% of Total $61,000* Debt Service DSRF Surety Bond 3.0% of Reserve $21,000* Requirement Covenant Requirements None FGIC Base Premium Did Not Bid DSRF Surety Bond Did Not Bid Covenant Requirements Changes in Rate Covenant and Additional Bond Test Notes: (1) On the $8,555,000 Water and Sewer Revenue Bonds, Series 1993 issue the MBIA's municipal insurance premium was .769% of total debt service. Using this premium on the proposed 1997 Bonds would result in a insurance premium of$159,567*. (2) The Debt Service Reserve Surety Bond Premium quotes are also good for the 1993 Debt Service Reserve Fund. The cost for a surety bond would be$12,021 and$19,494 respectively for Ambac and MBIA. * Estimated;subject to change AGENDA DRAFT RESOLUTION • CITY OF OCOEE, FLORIDA WATER AND SEWER SYSTEM IMPROVEMENT REVENUE BONDS SERIES 1997 Adopted on December 3, 1996 TABLE OF CONTENTS PAGE ARTICLE I GENERAL SECTION 1. 01. Authority for this Resolution. 1 SECTION 1. 02. Definitions. 1 SECTION 1.03. Resolution to Constitute Contract. . . 3 SECTION 1. 04 . Findings 3 SECTION 1.05. Additional 1997 Project. 4 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 1997 BONDS SECTION 2 . 01. Authorization of Series 1997 Bonds. . . 5 SECTION 2 . 02 . Application of Series 1997 Bond Proceeds 6 SECTION 2. 03 Funds and Accounts Secure Holders of the Series 1997 Bonds; Reserve Fund; Surety Bond. . . . 7 SECTION 2 . 04 . Execution of Series 1997 Bonds 8 SECTION 2 . 05. Authentication 8 SECTION 2 . 06. Privilege of Redemption. 9 SECTION 2.07. Form of Series 1997 Bonds. 9 ARTICLE III REGISTRAR, PAYING AGENT, INSURER, AND ACCOUNTANT MATTERS SECTION 3 . 01. Registrar and Paying Agent for the Series 1997 Bonds 20 SECTION 3.02 . Preparation of Accountant ' s Certificate. 20 SECTION 3 . 03 . Appointment of Bond Insurer for Series 1997 Bonds 20 SECTION 3 . 04 . Purchase of Bond Insurance and Surety Bond 20 SECTION 3 . 05. Terms Regarding Series 1997 Bonds In Policy 20 SECTION 3 . 06. Federal Income Tax Covenants 25 ARTICLE IV MISCELLANEOUS SECTION 4 . 01. Preliminary Official Statement 26 SECTION 4 . 02 . Continuing Disclosure 26 i SECTION 4. 03. Severability of Invalid Provisions . . . 26 SECTION 4. 04 . Effective Date 27 Exhibit A - Continuing Disclosure Certificate Exhibit B - Preliminary Official Statement Exhibit C - Municipal Bond Insurance Policy Exhibit D - Guaranty Agreement ii RESOLUTION NO. 96-32 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, PROVIDING FOR THE CONSTRUCTION AND ACQUISITION OF CERTAIN IMPROVEMENTS TO THE COMBINED WATER AND SEWER SYSTEM OF THE CITY OF OCOEE, FLORIDA; AUTHORIZING THE ISSUANCE BY THE CITY OF NOT TO EXCEED $11,000, 000 WATER AND SEWER SYSTEM IMPROVEMENT REVENUE BONDS, SERIES 1997, TO FINANCE THE COST THEREOF; PLEDGING NET REVENUES OF THE SYSTEM TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH SERIES 1997 BONDS ON PARITY WITH THE CITY'S SERIES 1993 BONDS; AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR SEVERABILITY OF INVALID PROVI- SIONS; AUTHORIZING THE PREPARATION OF A PRELIMINARY OFFICIAL STATEMENT; DESIGNATING AMBAC INDEMNITY CORPORATION AS THE BOND INSURER FOR THE SERIES 1997 BONDS; PROVIDING FOR THE REPEAL OF ANY RESOLUTIONS IN CONFLICT WITH THE PROVISIONS OF THIS RESOLUTION; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: ARTICLE I GENERAL SECTION 1. 01. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, the Charter of the City of Ocoee, Chapter 166, Part II, Florida Statutes, Resolution 93-02 of the City of Ocoee, and other applicable provisions of law. SECTION 1. 02 . Definitions. When used in this Resolution, capitalized terms not otherwise defined shall be as defined in Resolution 93-02 of the City of Ocoee, and the following terms shall have the following meanings, unless the context clearly otherwise requires. "Additional 1997 Project" shall mean the acquisition, construction or reconstruction of capital improvements to the System and shall include all property rights, easements, franchises and equipment relating thereto and deemed necessary or convenient for the construction or acquisition or the operation thereof which is financed from the Series 1997 Bonds, as more fully described in the plans on file with the Issuer. "Bond Insurer" shall mean, with respect to the Series 1997 Bonds, AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate related to the Series 1997 Bonds to be executed by the Issuer prior to the time the Issuer delivers the Series 1997 Bonds to the underwriter or underwriters, as it may be amended from time to time in accordance with the terms thereof, whereby the Issuer undertakes to assist the underwriter or underwriters in complying with the continuing disclosure requirements of the Continuing Disclosure Rule, in substantially the form attached hereto as Exhibit A. "Continuing Disclosure Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 of the United States Securities and Exchange Commission, as amended. "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Series 1997 Bonds as provided therein. "Original Instrument" shall mean Resolution No. 93-02 adopted by the City Commission on February 2 , 1993 , as supplemented by Resolution No. 93-03 adopted by the City Commission on February 16, 1993. "Policy" shall mean the municipal bond insurance policy issued by the Bond Insurer insuring the Series 1997 Bonds. "Preliminary Official Statement" shall mean the preliminary official statement relating to the Series 1997 Bonds attached hereto as Exhibit B. "Series 1993 Bonds" or "Parity Bonds" shall mean the City of Ocoee, Florida, Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 , issued under the Original Instrument. "Series 1997 Bonds" shall mean the Series 1997 Bonds, herein authorized to be issued on parity with the Series 1993 Bonds. "Supplemental 1996 Resolution" shall mean this resolution of the Issuer supplementing the Original Instrument adopted and becoming effective in accordance with the terms of Section 7.01 of the Original Instrument. "Surety Bond" shall mean the surety bond issued by AMBAC Indemnity, the Bond Insurer for the Series 1997 Bonds, guaranteeing certain payments into the Reserve Fund with respect to the Series 2 1997 Bonds as provided therein and subject to the limitations set forth therein. SECTION 1.03. Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Series 1997 Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Series 1997 Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Series 1997 Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Series 1997 Bonds. All of the Series 1997 Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Series 1997 Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1. 04. Findings. It is hereby ascertained, determined and declared that: (A) The Issuer owns and operates a combined Water System and Sewer System. (B) The Issuer deems it necessary, desirable and in the best interests of the Issuer and the residents thereof that the Additional 1997 Project be acquired, constructed and erected. (C) The Additional 1997 Project shall be financed with the proceeds of the Series 1997 Bonds, together with certain other legally available funds of the Issuer. (D) No portion of the Pledged Funds are pledged or encumbered in any manner, except with respect to the payment of the Parity Bonds. (E) In order to preserve and protect the public health, safety and welfare of the inhabitants of the Issuer, it is necessary and desirable to acquire, design and construct the Additional 1997 Project. (F) The principal of and interest on the Series 1997 Bonds and all other payments provided for in this Resolution will be paid solely from the Pledged Funds; and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of, premium, if any, and interest on the Series 1997 Bonds and the Series 1997 Bonds shall not constitute a lien upon any property of the Issuer other than the Pledged Funds. (G) The Issuer adopted this Resolution after a public hearing preceded by at least seven (7) days notice of the hearing and the • proposed action by publication in a newspaper of general circula- tion in the City in accordance with the requirements of the City Charter of the Issuer. SECTION 1.05. Additional 1997 Project. The Issuer does hereby authorize the acquisition, construction and erection of the Additional 1997 Project in accordance herewith. 4 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 1997 BONDS SECTION 2.01. Authorization of Series 1997 Bonds. This Resolution creates an issue of Series 1997 Bonds of the Issuer to be designated as "City of Ocoee, Florida, Water and Sewer System Improvement Revenue Bonds" . The aggregate principal amount of the Series 1997 Bonds which may be executed and delivered under this Resolution is not limited except as is or may hereafter be provided in this Resolution or as limited by the Act or by law. The Series 1997 Bonds shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by Supplemental Resolution of the Issuer. In no event shall the rate of interest on the Series 1997 Bonds exceed the maximum rate permitted by law. The Series 1997 Bonds shall be issued in such denominations and such form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be Serial and/or Term Bonds; shall be payable at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in, such years and amounts; shall provide that the proceeds thereof be used in such manner, all as determined by Supplemental Resolution of the Issuer. The Series 1997 Bonds shall be issued in fully registered form without coupons; may be issued as Term and/or Serial Bonds; may be Capital Appreciation Bonds and/or Current Interest Bonds; shall be dated; shall be numbered consecutively from R-1 upward if Current Interest Bonds; shall be numbered from CABR-1 upward if Capital Appreciation Bonds; shall be in the denomination of $5, 000 each, or integral multiples thereof for the Current Interest Bonds and in $5,000 maturity amounts for the Capital Appreciation Bonds or in $5, 000 multiples thereof, or such other denominations as shall be approved by the Issuer in a Supplemental Resolution prior to the delivery of the Series 1997 Bonds; and shall mature on such dates in such years and amounts as will be fixed by Supplemental Resolu- tion of the Issuer prior to or upon the sale of the Series 1997 Bonds. Each Series 1997 Current Interest Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment date, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication payment of any interest which is due and payable has not been made, such Series 5 1997 Current Interest Bond shall bear interest from the date to which interest shall have been paid. Any Series 1997 Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior to maturity in the amount determined by reference to the Compounded Amounts. The principal of and the interest and redemption premium, if any, on the Series 1997 Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The interest on the Series 1997 Current Inter- est Bonds shall be payable by the Paying Agent on each interest payment date to the person appearing, as of the fifteenth day of the calendar month immediately preceding such interest payment date (the "Record Date") , on the registration books of the Issuer here- inafter provided for as the Holder thereof, by check or draft mailed to such Holder at his address as it appears on such registration books, or at the request and expense of a registered owner of $1, 000, 000 or more of Series 1997 Bonds, by wire transfer or other medium acceptable to the Issuer and Paying Agent. Payment of the principal of all Series 1997 Current Interest Bonds and the Compounded Amount with respect to the Series 1997 Capital Apprecia- tion Bonds shall be made upon the presentation and surrender at the office of the Paying Agent of such Series 1997 Bonds as the same shall become due and payable. SECTION 2.02. Application of Series 1997 Bond Proceeds. Except as otherwise provided by Supplemental Resolution of the Issuer, the proceeds derived from the sale of the Series 1997 Bonds, including accrued interest and premium, if any, shall, simultaneously with the delivery of the Series 1997 Bonds to the purchaser or purchasers thereof, be applied by the Issuer as follows: (A) Accrued interest, if any, shall be deposited in the Interest Account and shall be used only for the purpose of paying the interest which shall thereafter become due on the Series 1997 Bonds. (B) A sufficient amount of the Series 1997 Bond proceeds shall be applied to the payment of reasonable and necessary costs and expenses relating to delivery of the Series 1997 Bonds, including any premium for municipal bond insurance and the Surety Bond to the Bond Insurer. (C) Unless otherwise provided in a Supplemental Resolution of the Issuer prior to the issuance of the Series 1997 Bonds, Reserve Requirement for the Series 1997 Bonds shall be established and deposited in an account in the Reserve Fund for the benefit of the Series 1997 Bonds by the deposit of the Surety Bond as permitted by Section 4.05(A) (4) of the Original Instrument.. 6 (D) The remainder of the proceeds of the Series 1997 Bonds after providing for the payments required by A, B, and C shall be deposited in the proper account in the Construction Fund relating to the Series 1997 Bonds created and established pursuant to Section 4. 03 of the Original Instrument and shall be used to acquire, construct and erect the Additional 1997 Project. SECTION 2.03 Funds and Accounts Secure Holders of the Series 1997 Bonds; Reserve Fund; Surety Bond. The funds and accounts created pursuant to Section 4.04 of the Original Instrument shall be for the equal benefit and use of the Series 1997 Bonds as Outstanding Additional Bonds, provided, however, that the account in the Reserve Fund for the Series 1993 Bonds solely secures the Series 1993 Bonds. The deposits required in Section 4.05 of the Original Instrument shall be calculated commencing with the month in which the Series 1997 Bonds are delivered to provide for such deposits to reflect the issuance of the Series 1997 Bonds. There is hereby created a reserve account in the Reserve Fund for the Series 1997 Bonds as authorized by Section 4 . 05 (A) (4) of the Original Instrument, which shall be funded with the Reserve Requirement for the Series 1997 Bonds as provided in Section 2.02 (c) hereof with the deposit of the Surety Bond to solely secure the Series 1997 Bonds. To the extent funds are deposited in the account of the Reserve Fund such moneys shall be invested in Permitted Investments maturing not later than the maturity date of the Series 1997 Bonds, and such securities shall be valued at cost. As long as the Surety Bond shall be in full force and effect, the Issuer and the Paying Agent agree to comply with the following provisions: (a) In the event and to the extent that moneys on deposit in the Fund and the Debt Service Fund, plus all amounts on deposit in and credited to the Reserve Fund in excess of the amount of the Surety Bond, are insufficient to pay the amount of principal and interest coming due on the Series 1997 Bonds, then upon the later of: (i) one (1) day after receipt by the general counsel of the Bond Insurer of a demand for payment in the form attached to the Surety Bond as Attachment 1 (the "Demand for Payment") , duly executed by the Paying Agent certifying that payment due under the Original Instrument has not been made to the Paying Agent; or (ii) the payment date of the Series 1997 Bonds as specified in the Demand for Payment presented by the Paying Agent to the general counsel of the Bond Insurer, the Bond Insurer will make a deposit of funds in an account with the Paying Agent or its successor, in New. York, New York, sufficient for the payment to the Paying Agent, of amounts which are then due to the Paying Agent under the Original Instrument (as specified in the Demand for Payment) up to but not in excess of the Surety Bond Coverage, as defined in the 7 Surety Bond; provided, however, that in the event that the amount on deposit in, or credited to, the Reserve Fund, in addition to the amount available under the Surety Bond, includes amounts available under a letter of credit, insurance policy, surety bond or other such funding instrument (the "Additional Funding Instrument") , draws on the Surety Bond and the Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency. (B) Paying Agent shall, after submitting to the Bond Insurer the Demand for Payment as provided in (a) above, make available to the Bond Insurer all records relating to the Funds and Accounts maintained under the Original Instrument. (C) the Paying Agent shall, upon receipt of moneys received from the draw on the Surety Bond, as specified in the Demand for Payment, credit the Reserve Fund to the extent of moneys received pursuant to such Demand. (D) the Reserve Fund shall be replenished in the following priority: (i) principal and interest on the Surety Bond shall be paid from first available Revenues; (ii) after all such amounts are paid in full, amounts necessary to fund the Reserve Fund to the Reserve Requirement, after taking into account the amounts available under the Surety Bond shall be deposited from next available Revenues. SECTION 2.04. Execution of Series 1997 Bonds. The Series 1997 Bonds shall be signed by, or bear the facsimile signature of, the Mayor and shall be signed by, or bear the facsimile signature of, the Clerk and a facsimile or an original impression of the official seal of the Issuer shall be imprinted on the Series 1997 Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 1997 Bond shall cease to be such officer before the delivery of such Series 1997 Bond, such signature or such facsimile shall nevertheless be valid and suffi- cient for all purposes the same as if he has remained in office until such delivery. Any Series 1997 Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of such Series 1997 Bond, shall be the proper officers to sign such Series 1997 Bond although at the date of such Series 1997 Bond such persons may not have been such officers. SECTION 2.05. Authentication. Only such of the Series 1997 Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution and the Original Instrument. No Series 1997 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar, and 8 such certificate of the Registrar upon any such Series 1997 Bond shall be conclusive evidence that such Series 1997 Bond has been duly authenticated and delivered under this Resolution. The Regis- trar's certificate of authentication on any Series 1997 Bond shall be deemed to have been duly executed if - signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Series 1997 Bonds that may be issued hereunder at any one time. SECTION 2.06. Privilege of Redemption. The Issuer shall have the right to redeem any or all of the Series 1997 Bonds in whole or in part, as shall be determined by Supplemental Resolution of the Issuer prior to the issuance of the Series 1997 Bonds. SECTION 2.07. Form of Series 1997 Bonds. The text of the Series 1997 Bonds, together with the certificate of authentication, shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by the Issuer's delivery of the Series 1997 Bonds to the purchaser or purchasers thereof) : 9 [FORM OF CURRENT INTEREST BOND] No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF ORANGE CITY OF OCOEE WATER AND SEWER SYSTEM IMPROVEMENT REVENUE BONDS SERIES 1997 MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP Registered Owner: Principal Amount: KNOW ALL MEN BY THESE PRESENTS that the City of Ocoee, Florida (hereinafter called "City") , for value received, hereby promises to pay to the order of the Registered Owner identified above, or registered assigns, as herein provided, on the Maturity Date set forth above, upon the presentation and surrender hereof at the designated corporate trust office of , Florida (the "Paying Agent") , from the special funds hereinafter mentioned, the Principal Amount set forth above in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay, solely from said sources, to the Registered Owner hereof by check mailed to the Registered Owner at his address as it ' appears on the Bond registration books of the City maintained by (the "Registrar") , at the Interest Rate per annum set forth above, interest on said Principal Amount on each 1 and 1 commencing , 19_ from the interest payment date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an interest payment date, in which case it shall bear interest from said interest payment date, or unless this Bond is registered and authenticated prior to , 19 , in which event such Bond shall bear interest from , 19 ; provided, however, that if at the time of authentication interest is in default, this Bond shall bear interest from the date to which interest shall have been paid. [The Bonds of this issue shall be subject to redemption prior to their maturity at the option of the City. ] 10 (Insert Optional or Mandatory Redemption Provisions) Notice of such redemption shall be given in the manner required by the Resolution described below. This Bond is one of an authorized issue of Bonds in the aggre- gate principal amount of $ of like date, tenor and effect, except as to number, principal amount, maturity, redemption provisions and interest rate, issued to finance the cost of acquiring, designing and constructing certain improvements to the combined water and sewer system of the Issuer in full compli- ance with the Constitution and Statutes of the State of Florida, including particularly the Charter of the City of Ocoee, Chapter 166, Part II, Florida Statutes, Resolution No. 93-02 duly adopted by the City on February 2, 1993 (the "Original Instrument") , and Resolution 96- duly adopted by the City on , 1996 (hereinafter collectively called "Resolution") , and is subject to all the terms and conditions of such Resolution. This Bond is payable solely from and secured by a prior lien upon and pledge of the Pledged Funds, as defined in the Resolution, in the manner provided in the Resolution on parity with the City's Water and Sewer System Refunding and Improvement Revenues Bonds, Series 1993 (the "Parity Bonds") . [The Series of Bonds of which this Bond is a part includes $ aggregate principal amount of Bonds as to which interest is payable semi-annually. Such Bonds are referred to herein and in the Resolution as "Current Interest Bonds. " The Series of Bonds of which this Bond is a part also includes $ aggregate principal amount of Bonds as to which interest is payable only at maturity or upon redemption prior to maturity. Such Bonds are referred to herein and in the Resolution as "Capital Appreciation Bonds. "] This Bond does not constitute a general indebtedness or general obligation of the City within the meaning of any constitu- tional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. It is expressly agreed by the Holder of this Bond that such Bondholder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property therein for the payment of the prin- cipal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. It is further agreed between the City and the Holder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon any property of or in the City, but shall 11 constitute a lien only on the Pledged Funds all in the manner provided in the Resolution. The payment of the principal and interest of the Bonds shall be secured by a lien upon and pledge of the Pledged Funds in the manner provided in the Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed prece- dent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional, statutory, or charter limitation or provision. This Bond is and has all the qualities and incidents of a negotiable instrument under Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes. The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney or legal representative at the designated corporate trust office of the Registrar (or if the City Clerk is the Registrar, at the office of the City Clerk) but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Bond. This Bond shall not be valid or become obligatory for any' purpose or be entitled to any benefit or security under the Resolu- tion until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. 12 IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued this Bond and has caused the same to be signed by the Mayor and attested to by the City Clerk (the signatures of the Mayor and the City Clerk being authorized to be a facsimile of such officers' signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of , 1996. CITY OF OCOEE, FLORIDA (SEAL) (manual or facsimile) Mayor ATTESTED: (manual or facsimile) City Clerk CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within-mentioned Resolution. Registrar, as Authenticating Agent Date of Authentication: By (manual signature) Authorized Officer 13 ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Bond of the City of Ocoee, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date NOTICE: No transfer will be Signature Guaranteed by registered and no new Bonds will be issued in the name of the Notice: Signature must be Transferee, unless the signature guaranteed by an eligible to this assignment corresponds guarantor institution which with the name as it appears upon is a participant in a recognized the face of the within Bond in signature program, i.e. , the every particular, without alter- Securities Transfer Agent ation or enlargement or any Medallion Program (STAMP) , change whatever and the Social Stock Exchanges Medallion Security or Federal Employer Signature Program (MSP) Identification Number of the Transferee is supplied. By: (manual signature) Title: [Bond Counsel Opinion] [END OF CURRENT INTEREST BOND FORM] 14 [FORM OF CAPITAL APPRECIATION BONDS] No. CABR- Maturity Amount: Bond Date: $ Principal Value at Issuance: per $5, 000 Maturity Amount UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF ORANGE CITY OF OCOEE WATER AND SEWER SYSTEM IMPROVEMENT REVENUE BONDS SERIES 1997 MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP Registered Owner: Maturity Amount: KNOW ALL MEN BY THESE PRESENTS that the City of Ocoee, Florida (hereinafter called "City") , for value received, hereby promises to pay to the order of the Registered Owner identified above, or registered assigns, as herein provided, on the Maturity Date set forth above, upon the presentation and surrender hereof at the principal corporate trust office of , Florida (the "Paying Agent") , from the special funds hereinafter mentioned, the Maturity Amount set forth above or the Compounded Amounts (as reflected on the Schedule of Compounded Amounts set forth herein) if redeemed prior thereto as hereinafter provided in any coin or currency of the United States of America which on such date is legal tender for the payment of public and private debts, and to pay, solely from said sources, to the Registered Owner hereof by check mailed to the Registered Owner at his address as it appears on the Bond registration books of the City maintained by (the "Registrar") . [The Bonds of this issue shall be subject to redemption prior to their maturity at the option of the City. ] (Insert Optional or Mandatory Redemption Provisions) 15 Notice of such redemption shall be given in the manner required by the Resolution described below. This Bond is one of an authorized issue of Bonds in the aggre- gate principal amount of $ of like date, tenor and effect, except as to number, principal amount, maturity, redemption provisions and interest rate, issued to finance the cost of acquiring, designing and constructing certain improvements to the combined water and sewer system of the Issuer in full compliance with the Constitution and Statutes of the State of Florida, including particularly the Charter of the City of Ocoee, Chapter 166, Part II, Florida Statutes, Resolution No. 93-02 duly adopted by the City on February 2, 1993 (the "Original Instrument") , and Resolution 96- duly adopted by the City on , 1996 (hereinafter collectively called "Resolution") , and is subject to all the terms and conditions of such Resolution. This Bond is payable solely from and secured by a prior lien upon and pledge of the Pledged Funds, as defined in the Resolution, in the manner provided in the Resolution on parity with the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 (the "Parity Bonds") . The Series of Bonds of which this Bond is a part includes $ aggregate principal amount of Bonds as to which interest is payable semi-annually. Such Bonds are referred to herein and in the Resolution as "Current Interest Bonds. " The Series of Bonds of which this Bond is a part also includes $ aggregate principal amount of Bonds as to which interest is payable only at maturity or upon redemption prior to maturity. Such Bonds are referred to herein and in the Resolution as "Capital Appreciation Bonds. " This Bond does not constitute a general indebtedness or general obligation of the City within the meaning of any constitu- tional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. It is expressly agreed by the Holder of this Bond that such Bondholder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property therein for the payment of the principal of, redemption premium, if any, and interest on this Bond or the making of any reserve or other payments provided for in the Resolution. It is further agreed between the City and the Holder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Pledged Funds all in the manner provided in the Resolution. 16 The payment of the principal and interest of the Bonds shall be secured by a lien upon and pledge of the Pledged Funds in the manner provided in the Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed prece- dent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional, statutory, or charter limitation or provision. This Bond is and has all the qualities and incidents of a negotiable instrument under Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes. The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney or legal representative at the principal corporate trust office of the Registrar (or if the City Clerk is the Registrar, at the office of the City Clerk) but only in the manner and subject to the conditions provided in the Resolution and upon surrender and cancellation of this Bond. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Reso- lution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. 17 IN WITNESS WHEREOF, the City of Ocoee, Florida, has issued this Bond and has caused the same to be signed by the Mayor and attested to by the City Clerk (the signatures of the Mayor and the City Clerk being authorized to be a facsimile of such officers' signatures) and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of , 1996. CITY OF OCOEE, FLORIDA (SEAL) (manual or facsimile) ATTESTED: Mayor (manual or facsimile) City Clerk CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of the within-mentioned Resolution. Registrar, as Authenticating Agent Date of Authentication: By (manual signature) Authorized Officer 18 ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Bond of the City of Ocoee, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date NOTICE: No transfer will be Signature Guaranteed by registered and no new Bonds will be issued in the name of the Notice: Signature must be Transferee, unless the signature guaranteed by an eligible to this assignment corresponds guarantor institution which with the name as it appears upon is a participant in a recognized the face of the within Bond in signature program, i.e. , the every particular, without alter- Securities Transfer Agent ation or enlargement or any Medallion Program (STAMP) , change whatever and the Social Stock Exchanges Medallion Security or Federal Employer Signature Program (MSP) Identification Number of the Transferee is supplied. By: (manual signature) Title: [Bond Counsel Opinion] [Attach Schedule of Compounded Amounts] [END OF CAPITAL APPRECIATION BOND FORM] 19 ARTICLE III REGISTRAR, PAYING AGENT, INSURER, AND ACCOUNTANT MATTERS SECTION 3.01. Registrar and Paying Agent for the Series 1997 Bonds. The Registrar and Paying Agent for the Series 1997 Bonds shall be appointed prior to the issuance of the Series 1997 Bonds; and the Mayor and the Clerk are hereby authorized to execute and deliver on behalf of the Issuer a registrar and paying agency agreement in a form which shall be approved by the Issuer's attorney. SECTION 3.02. Preparation of Accountant's Certificate. Prior to the issuance of the Series 1997 Bonds, the accounting firm of McDirmit, Davis, Lauteria & Co. , as independent certified public accountants shall prepare and file the certificate required by Section 5.02 of the Original Instrument, in order to issue the Series 1997 Bonds as Additional Bonds under the Original Instrument. SECTION 3.03. Appointment of Bond Insurer for Series 1997 Bonds. The Bond Insurer for the Series 1997 Bonds shall be AMBAC Indemnity Corporation. SECTION 3.04. Purchase of Bond Insurance and Surety Bond. The purchase of Municipal Bond Insurance Policy from the Bond Insurer to irrevocably guarantee the payment of principal and interest on the Series 1996 Bonds is hereby authorized in accordance with the terms of the Commitment for the Municipal Bond Insurance Policy attached hereto as Exhibit C. The purchase of the Surety Bond from the Bond Insurer is hereby authorized. The Issuer is hereby authorized and directed to purchase a surety bond from the Bond Insurer (the "Reserve Fund Policy") relating to the Series 1996 Bonds to be deposited in the Reserve Fund, and payment for such Reserve Fund Policy to the Bond Insurer - is hereby authorized from Series 1996 Bond proceeds. The Issuer hereby authorizes the execution of the Reserve Fund Guaranty Agreement with the Bond Insurer (the "Agreement") in the form attached as Exhibit D relating to the issuance of the Surety Bond for the Reserve Fund in conjunction with the issuance of the Series 1997 Bonds and to deliver said Agreement to the Bond Insurer, and does hereby direct the execution and delivery of said Agreement. All of the provisions of said Agreement, when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Bond Insurer, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim in the appropriate sections. SECTION 3.05. Terms Regarding Series 1997 Bonds In Policy. The Issuer hereby covenants, represents, and expressly agrees to 20 the following terms and provisions as such are necessary and desirable in order to obtain the Municipal Bond Insurance Policy: A. Consent of the Bond Insurer. Any provision of this Resolution or the Original Instrument expressly recognizing or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond Insurer hereunder without the prior written consent of the Bond Insurer. B. Consent of the Bond Insurer in Addition to Bondholder Consent. Unless otherwise provided in this Section, the Bond Insurer's consent shall be required in addition to Bondholder consent, when required, for the following purposes: (i) execution and delivery of any supplemental resolution or any amendment, supplement or change to or modification thereto, (ii) removal of the Paying Agent and selection and appointment of any successor paying agent for the Series 1997 Bonds; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholder consent. C. Consent of the Bond Insurer in the Event of Insolvency. Any reorganization or liquidation plan with respect to the Issuer must be acceptable to the Bond Insurer. In the event of any reorganization or liquidation, the Bond Insurer shall have the right to vote on behalf of all Series 1997 Bondholders who hold the Series 1997 Bond Insurer-insured Bonds absent a default by the Bond Insurer under the applicable Municipal Bond Insurance Policy insuring such Series 1997 Bonds. D. Consent of the Bond Insurer upon Default. Anything in this Resolution to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined in the Original Instrument, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Series 1997 Bondholders for the benefit of the Series 1997 Bondholders under this Resolution and Original Instrument. E. Notification and Documents to be Furnished. While the . Municipal Bond Insurance Policy is in effect, the Issuer shall furnish to the Bond Insurer (to the attention of the Surveillance Department, unless otherwise indicated) : (i) as soon as practicable after the filing thereof, a copy of any financial statement of the Issuer and a copy of any audit and annual report of the Issuer; (ii) a copy of any notice to be given to the registered owners of the Series 1997 Bonds, including, without limitation, notice of any redemption of or defeasance of the Series 1997 Bonds, and any certificate rendered pursuant to this Resolution or relating to the security for the Series 1997 Bonds; 21 (iii) such additional information it may reasonably request; (iv) notice of any failure of the Issuer to provide relevant notices, certificates, etc. ; and (v) immediate notification if at any time there are insufficient moneys to make any payments of principal and or interest as required and immediate notification upon the occurrence of any event of default. F. Access to Issuer Information. The Issuer will permit the Bond Insurer to discuss the affairs, financings and accounts of the Issuer or any information the Bond Insurer may reasonably request regarding the security for the Series 1997 Bonds with appropriate officers of the Issuer. The Issuer will permit the Bond Insurer to have access to the Additional 1997 Project and to have access to and make copies of all books and records relating to the Series 1997 Bonds at any reasonable time. G. Right to Direct an Accounting. The Bond Insurer shall have the right to direct an accounting at the Issuer's expense, and the Issuer's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Bond Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Series 1997 Bonds. I. Payment Procedure. As long as the Municipal Bond Insurance Policy shall be in full force and effect, the Issuer and the Paying Agent agree to comply with the following provisions: (a) At least one (1) day prior to all interest payment dates the Paying Agent will determine whether there will be sufficient funds in the funds and accounts to pay the principal of or interest on the Series 1997 Bonds on such interest payment date. If the Paying Agent determines that there will be insufficient funds in such funds or accounts, the Paying Agent shall so notify the Bond Insurer. Such notice shall specify the amount of the anticipated deficiency, the Series 1997 Bonds to which such deficiency is applicable and whether such Series 1997 Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified the Bond Insurer at least one day prior to an interest payment date, the Bond Insurer will make payments of principal or interest due on the Series 1997 Bonds on or before the first (1st) day next following the date on which the Bond Insurer shall have received notice of nonpayment from the Paying Agent. (b) The Paying Agent shall, after giving notice to the Bond Insurer as provided in (a) above, make available to the Bond 22 Insurer and, at the Bond Insurer's direction, to the United States Trust Company of New York, as insurance trustee for the Bond Insurer or any successor insurance trustee (the "Insurance Trustee") , the registration books of the Issuer maintained by the Paying Agent and all records relating to the funds and accounts maintained under the Original Instrument or this Resolution. (c) The Paying Agent shall provide the Bond Insurer and the Insurance Trustee with a list of registered owners of Series 1997 Bonds entitled to receive principal or interest payments from the Bond Insurer under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Series 1997 Bonds entitled to receive full or partial interest payments from the Bond Insurer and (ii) to pay principal upon Series 1997 Bonds surrendered to the Insurance Trustee by the registered owners of Series 1997 Bonds entitled to receive full or partial principal payments from the Bond Insurer. (d) The Paying Agent shall, at the time it provides notice to the Bond Insurer pursuant to (a) above, notify registered owners of Series 1997 Bonds entitled to receive the payment of principal or interest thereon from the Bond Insurer (i) as to the fact of such entitlement, (ii) that the Bond Insurer will remit to them all or a part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from the Bond Insurer, they must surrender their Series 1997 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Series 1997 Bonds to be registered in the name of the Bond Insurer) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from the Bond Insurer, they must surrender their Series 1997 Bonds for payment thereon first to the Paying Agent who shall note on such Series 1997 Bonds the portion of the principal paid by the Paying Agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Series 1997 Bond which has become due for payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time the Bond Insurer is notified pursuant to (a) above, notify all 23 registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from the Bond Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Series 1997 Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (f) In addition to those rights granted to the Bond Insurer under this Resolution, the Bond Insurer shall, to the extent it makes payment of principal of or interest on Series 1997 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note the Bond Insurer's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon receipt from the Bond Insurer of proof of the payment of interest thereon to the registered owners of the Series 1997 Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Bond Insurer's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon surrender of the Series 1997 Bonds by the registered owners thereof together with proof of the payment of principal thereof. K. The Bond Insurer as Third Party Beneficiary. To the extent that the Resolution or the Original Instrument confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by reason of this Resolution or the Original Instrument, the Bond Insurer is hereby explicitly recognized as being a third- party beneficiary and may enforce any such right, remedy or claim conferred, given or granted. L. Parties Interested Herein. Nothing in this Resolution or expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Issuer, the Bond Insurer, the Paying Agent, and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution or the Original Instrument contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Bond Insurer, the Paying Agent and the registered owners of the Series 1997 Bonds. M. Defeasance Provisions. Notwithstanding anything in the Resolution to the contrary, in the event that the principal and/or interest due on the Series 1997 Bonds shall be paid by the Bond Insurer pursuant to the Municipal Bond Insurance Policy, the Series 24 1997 Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the security for the Series 1997 Bonds and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered owners. SECTION 3.06. Federal Income Tax Covenants. (A) The Issuer covenants with the Holders of the Series 1997 Bonds (other than Taxable Bonds) , that it shall not use the proceeds of such Series 1997 Bonds in any manner which would cause the interest on such Series 1997 Bonds to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (B) The Issuer covenants with the Holders of the Series 1997 Bonds (other than Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of the Series 1997 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would - cause the Series 1997 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on the Series 1997 Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes. (C) The Issuer hereby covenants with the Holders of the . Series 1997 Bonds (other than Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Series 1997 Bonds from the gross income of the Holder thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. 25 ARTICLE IV MISCELLANEOUS SECTION 4.01. Preliminary Official Statement. The preparation of a Preliminary Official Statement relating to the Series 1997 Bonds is hereby authorized in such form and substance as shall be approved by the Mayor of the Issuer. The Mayor and the City Manager are hereby authorized to deem such Preliminary Official Statement as "final" within the meaning of Rule 15c-2-12 of the Securities and Exchange Commission, except for certain "permitted omissions" as defined in such rule. SECTION 4.02 . Continuing Disclosure. The Issuer hereby covenants and agrees that, in order to assist the underwriter or underwriters in complying with the Continuing Disclosure Rule with respect to the Series 1997 Bonds, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the Issuer prior to the time the Issuer delivers the Series 1997 Bonds to the underwriter or underwriters, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate, substantially in the form attached hereto as Exhibit A, is hereby approved and ratified. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default hereunder or thereunder. However, the Continuing Disclosure Certificate shall be enforceable by the Series 1997 Bondholders in the event that the Issuer fails to cure a breach thereunder within a reasonable time after written notice from a Series 1997 Bondholder to the Issuer that a breach exists. Any rights of the Series 1997 Bondholders to enforce the provisions of the covenant shall be on behalf of all Series 1997 Bondholders and shall be limited to a right to obtain specific performance of the Issuer' s obligations thereunder. SECTION 4. 03. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolu- tion shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohib- ited, or against public policy, or shall for any reason whatsoever be held invalid, or shall in any manner adversely affect the validity of the Series 1997 Bonds, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 1997 Bonds issued hereunder. 26 SECTION 4.04. Effective Date. This Resolution shall take effect immediately upon its adoption. DULY ADOPTED this 3rd day of December, 1996. CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA (SEAL) Mayor ATTEST: Clerk FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON DECEMBER 3 , 1996 UNDER LEGALITY, THIS AGENDA ITEM NO. DAY OF DECEMBER, 1996 FOLEY & LARDNER By: City Attorney J:\BONDS\4128\BRE505I 11/25/96I GED I R 27 EXHIBIT A FORM OF CONTINUING DISCLOSURE CERTIFICATE • f PRELIMINARY OFFICIAL STATEMENT DATED , 1996 NEW ISSUE RATINGS: Moody's: " " Standard & Poor's: " " Fitch: " " (AMBAC Insured) (See "Ratings" herein) In the opinion of Bond Counsel, assuming compliance by the City with certain covenants in the herein described Resolution, interest on the Series 1997 Bonds is excluded from gross income for purposes of Federal income taxation and the Series 1997 Bonds are exempt from all present intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes. See, however, "TAX EXEMPTION" herein for a description of certain Federal minimum and other special taxes that may affect the tax treatment of interest on the Series 1997 Bonds. $11,000,000* CITY OF OCOEE, FLORIDA Water and Sewer System Improvement Revenue Bonds, Series 1997 Dated: January 1, 1997 Due: October 1 (as shown below) The City of Ocoee, Florida, Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Series 1997 Bonds") are being issued by the City of Ocoee, Florida (the "City") in fully registered form, without coupons, in denominations of$5,000 or integral multiples thereof. The principal and the premium, if any, on the Series 1997 Bonds will be payable upon surrender of the Series 1997 Bonds at the designated corporate office of , Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 1997 Bonds is payable semi-annually beginning on April 1, 1997 and on each October 1 and April 1 thereafter by check or draft mailed by the Paying Agent to the registered owners thereof at the addresses as shown on the registration books maintained by the Registrar at the close of business on the.fifteenth day of the calendar month immediately preceding such interest payment date or, at the written request and expense of a registered owner of $1,000,000 or more of Series 1997 Bonds, by wire transfer or other medium acceptable to the City and the Paying Agent. The Series 1997 Bonds are being issued pursuant to the Constitution and the laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes and other applicable provisions of law, the Charter of the City of Ocoee, Resolution No. 93-02, adopted by the Q:\03177\3.4 November 25, 1996 City Commission of the City on February 2, 1993, as amended and supplemented (the "Resolution"), in particular as amended and supplemented by Resolution No. 96- adopted by the City Commission of the City on December_, 1996 authorizing the Series 1997 Bonds. Certain of the Series 1997 Bonds are subject to optional and mandatory redemption prior to maturity as set forth in this Official Statement. The Series 1997 Bonds are being issued, together with other legally available funds, to: (i) expand the capacity of and construct and acquire other improvements to the City's water and sewer system(the "System"), (ii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1997 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 1997 Bonds, and (iii)pay costs of issuance of the Series 1997 Bonds, including the municipal bond insurance policy premium. The Series 1997 Bonds and the interest thereon are payable solely from and secured by a prior lien on and pledge of: (i)the Net Revenues (as defined herein) of the System, (ii) certain System development charges as described herein, and(iii)until applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in certain of the funds and accounts established by the Resolution (collectively the "Pledged • Funds"). Such prior lien on and pledge of the Pledged Funds is on a parity with the lien and pledge granted to the holders of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 and any Additional Bonds subsequently issued pursuant to the Resolution. The Series 1997 Bonds and the interest thereon do not constitute a general indebtedness or general obligation of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Series 1997 Bonds and or the making of any reserve or other payments provided for in the Resolution. No Series 1997 Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property of or in the City, or to use any other funds of the City other than the Pledged Funds,for the payment of the principal of, redemption premium, if any, and interest on the Series 1997 Bonds or the making of any reserve or other payments in connection therewith. Payment of the principal of and interest, when due, on the Series 1997 Bonds will be insured by a municipal bond insurance policy to be issued by AMBAC Indemnity Corporation ("AMBAC Indemnity") simultaneously with the delivery of the Series 1997 Q:\03177\B.4 November 25, 1996 Bonds. For a discussion of the terms and provisions of such policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" herein and Appendix G hereto. [AMBAC LOGO] MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES AND PRICES OR YIELDS $ * Serial Bonds Price Price Principal Interest or Principal Interest or Maturity Amount Rate Yield Maturity Amount Rate Yield $ % Term Bonds Due - Yield % $ % Term Bonds Due - Yield % $ %Term Bonds Due - Yield % (Accrued interest to be added) This cover page contains certain information for quick reference only. It is not a summary of the Series 1997 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision regarding the Series 1997 Bonds. The Series 1997 Bonds are offered when, as, and if issued and received by the Underwriter and subject to the receipt of an opinion as to the validity of the Series 1997 Bonds and certain other matters by Bryant, Miller and Olive, P.A., Tampa, Florida, Bond Counsel. Certain legal matters incident to the issuance and delivery of the Series 1997 Bonds will be passed upon for the City by its counsel, Foley& Lardner, Orlando, Florida, and for the Underwriter by its counsel, Nabors, Giblin&Nickerson, P.A., Tampa, Florida. The City has retained First Union Capital Markets Corp., Orlando, Florida, as its financial Q:\03177\B.4 November 25, 1996 advisor with respect to the issuance of the Series 1997 Bonds. It is expected that the Series 1997 Bonds in definitive form will be available for delivery in New York, New York on or about , 1997. WILLIAM R. HOUGH & CO. Dated: , 1996 _ - _ _ *Preliminary, subject to change. Q:\03177\B.4 November 25, 1996 CITY OF OCOEE, FLORIDA 150 North Lakeshore Drive Ocoee, Florida 34761 (407) 656-2322 MAYOR - S. Scott Vandergrift COMMISSIONERS Leon "Rusty" Johnson Jim Gleason Scott A. Glass Scott Anderson CITY MANAGER Ellis Shapiro CITY CLERK Jean Grafton FINANCE DIRECTOR Wanda Horton CITY ATTORNEYS Foley& Lardner Orlando, Florida INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS McDirmit, Davis, Lauteria& Company, P.A. Orlando, Florida CONSULTING ENGINEER PEC/Professional Engineering Consultants, Inc. Orlando, Florida BOND COUNSEL Bryant, Miller and Olive, P.A. Tampa, Florida FINANCIAL ADVISOR First Union Capital Markets Corp. Orlando, Florida Q:\03177\B.4 November 25, 1996 r No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than as contained in the Official Statement, in connection with the offering of the Series 1997 Bonds described herein, and if given or made, such information or representations must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell nor the solicitation of an offer to buy the Series 1997 Bonds, nor shall there be any sale of the Series 1997 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or.sale The information set forth herein has been furnished by the City and by other sources which are believed to be reliable, but such information is not guaranteed as to completeness and accuracy and is not to be construed as a representation or contract, by the Underwriter. The information and expressions of opinion stated herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances create any implication that there has been no change in the information or opinions set forth herein after the date of this Official Statement. IN CONNECTION WITH THE OFFERING OF THE SERIES 1997 BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 1997 BONDS OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THIS PRELIMINARY OFFERING STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY FOR THE PURPOSE OF RULE 15c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED UNDER RULE 15c2-12(b)(1). THE SERIES 1997 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933,AS AMENDED,NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE -. TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 1997 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 1997 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION.OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 1997 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. Q:\03177\B.4 1 November 25, 1996 TABLE OF CONTENTS Page HISTORICAL AND PROJECTED SCHEDULE SUMMARY STATEMENT iii OF NET REVENUES AND DEBT SERVICE COVERAGE 35 INTRODUCTION 1 LITIGATION 37 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1997 BONDS 2 LEGAL MATTERS 37 General 2 Development Charges 3 TAX EXEMPTION . . . . . . . . . . . . . . . 37 Rate Covenant 5 General -- 37 . . . . . . . Reserve Fund 6 Tax Treatment of Original Issue Discount . 39 Additional Bonds 7 Subordinated Indebtedness 8 UNDERWRITING 40 Investments 8 Other Covenants 9 CONTINUING DISCLOSURE 40 MUNICIPAL BOND INSURANCE 9 RATINGS 41 AMBAC Indemnity Corporation 9 FINANCIAL STATEMENTS 41 THE SERIES 1997 BONDS 11 General 11 FINANCIAL ADVISOR 41 Optional Redemption 13 Mandatory Redemption 13 DISCLOSURE REQUIRED BY FLORIDA Notice of Redemption 15 BLUE SKY REGULATIONS 41 ESTIMATED SOURCES AND USES ENFORCEABILITY OF REMEDIES 42 OF FUNDS 16 MISCELLANEOUS 42 SCHEDULED DEBT SERVICE FOR THE SERIES 1997 BONDS 17 CERTIFICATE AS TO OFFICIAL STATEMENT 43 THE CITY 17 History and Organization 18 Appendices THE SYSTEM 18 A— General Information Concerning the City of Ocoee Introduction 18 and Orange County Water and Sewer Territorial Agreements . 20 Administration 21 B— Engineering Report of Professional Engineering Employees 22 Consultants, Inc. Water System 23 Sewer System 25 C— Combined Water and Wastewater Fund Financial Water and Wastewater Rates 27 Statements for the Fiscal Year Ended Revenue and Maintenance Fees; Impact September 30, 1996 Fees; Other Charges and Deposits 30 Collection Practices; Delinquencies 30 D— Summary of Certain Provisions of the Resolution Regulation 31 E— Form of Bond Counsel's Legal Opinion THE PROJECT 32 Introduction 32 F— Form of Continuing Disclosure Certificate Capital Improvements to Water System 32 • Capital Improvements to Sewer System 33 G— Specimen Copy of Municipal Bond Insurance Policy SUMMARY OF CONSULTING ENGINEER'S CONCLUSIONS 33 Q:\03177113.4 11 November 25, 1996 • SUMMARY STATEMENT This Summary Statement, being part of the Official Statement, is subject to the more complete information contained herein and should not be considered to be a complete statement of the facts material to making an investment decision. The offering of the City of Ocoee, Florida, Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Series 1997 Bonds"), to potential investors is made-only-by-means of the entire Official= - --- Statement. No person is authorized to detach this Summary Statement from the Official Statement or otherwise use it without the entire Official Statement. Capitalized terms used but not defined in this Summary Statement shall have the same meanings as in the Resolution (as hereinafter defined), unless the context would clearly indicate otherwise. See "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" in Appendix D • hereto. The City The City of Ocoee, Florida(the "City"), was incorporated in 1925. It is bounded on the west by Winter Garden, Florida, and on the south by Windermere, Florida, and has a land area of approximately 20.5 square miles, making it the second largest city in land area of the thirteen cities in Orange County. As of April 1, 1996, the population of the City was estimated at 19,261, which ranks the City third in population of the cities in Orange County. See "GENERAL INFORMATION CONCERNING THE CITY OF OCOEE AND ORANGE COUNTY" in Appendix A hereto. The Series 1997 Bonds The Series 1997 Bonds are issuable only in fully registered form, without coupons, in denominations of$5,000 or any integral multiples thereof. Interest on the Series 1997 Bonds is payable semi-annually beginning on April 1, 1997 and on each October 1 and April 1 thereafter until maturity or earlier redemption as more fully described herein. , Florida is serving as Registrar and Paying Agent for the Series 1997 Bonds. The System The City operates a municipal water production and distribution system as well as a municipal wastewater collection, treatment and disposal system. The water system (the "Water System") currently consists of three water treatment sites with a combined permitted capacity of 3.342 million gallons per day ("mgd") and approximately 175 miles of water mains. Q:\03177\B.4 iil November 25, 1996 • The wastewater system (the,"Sewer System") currently consists of one wastewater treatment plant, 32 pump stations, approximately 40 miles of sewage collection system piping, 240 acres of property used for effluent disposal and has a current treatment capacity of 3.0 mgd. The existing operating permit is valid through September 20, 2001. Purpose of the Series 1997 Bonds The Series 1997 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes and other applicable provisions of law (the "Act"), the Charter of the City of Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as amended and supplemented(the "Resolution"), in particular as amended and supplemented by Resolution No. 96— adopted by the City Commission of the City on December_, 1996, to provide funds to: (i) expand the capacity of and construct and acquire other improvements to the City's water and sewer system(the "System"), (ii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1997 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 1997 Bonds, and (iii) pay costs of issuance of the Series 1997 Bonds, including the municipal bond insurance premium. Security and Sources of Payment for the Bonds; Parity Bonds The Series 1997 Bonds and the interest thereon are payable solely from and secured by a prior lien upon and pledge of(i)the Net Revenues of the System, (ii) the Sewer System Development Charges, but only to the extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development Charges, but only to the extent of the Water System Development Charges Bond Service Component, and (iv) until applied in accordance with the provisions of the Resolution, certain moneys, including investment thereof, in the funds and accounts (except the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds"). Such prior lien and pledge of the Pledged Funds is on a parity with the lien and pledge granted to the holders of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 (the "Parity Bonds"),which are currently outstanding in the aggregate principal amount of$7,850,000, and any Additional Bonds subsequently issued pursuant to the Resolution. The Series 1997 Bonds and the interest thereon shall not be or constitute a general indebtedness or general obligation of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of, redemption premium, if any, and interest on the Series 1997 Bonds or the making of any reserve or other payments provided for in the Resolution. No Series 1997 Bondholder shall ever have the right to require or compel the • Q:\03177\B.4 iv November 25, 1996 exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property of or in the City for the payment of the principal of, redemption premium, if any, and interest on the Series 1997 Bonds or the making of any reserve or other payments in connection therewith. The Series 1997 Bonds shall not constitute a lien upon the System, or any part thereof, or on any other real or personal property of orin-the City,but shall-constitute-a lien only on the Pledged Funds all in the manner provided in the Resolution and described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1997 BONDS" herein. Reserve Fund The Resolution provides for the establishment and maintenance of a Reserve Fund and provides for separate accounts within the Reserve Fund for each Series of Bonds issued pursuant to the Resolution. Upon delivery of the Series 1997 Bonds, the City shall deposit a surety bond in an amount equal to the Reserve Requirement to the separate account of the Reserve Fund established for the benefit of the Series 1997 Bonds. Rate Covenant The City covenants in the Resolution to fix, establish, revise from time to time, whenever necessary,maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which will always provide Revenues in each year sufficient to pay: (i) the aggregate of the amount needed to pay all Costs of Operation and Maintenance as the same shall become due in such year, 100% of the Bond Service Requirement becoming due in such year on the Outstanding Bonds, and 100% of all other deposits to be made pursuant to the Resolution and (ii) together with Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component, the aggregate of the amount needed to pay the Cost of Operation and Maintenance as the same shall become due in such year, 110%of the Bond Service Requirement coming due in such year on the Outstanding Bonds, and 100%of all other deposits to be made pursuant to the Resolution. Such rates, fees,rental or other charges shall not be reduced so as to render them insufficient to provide revenues for such purposes. Municipal Bond Insurance Payment of the principal of and interest, when due, on the Series 1997 Bonds will be insured by a municipal bond insurance policy to be issued by AMBAC Indemnity • Q:\03177\B.4 V November 25, 1996 simultaneously with the issuance of the Series 1997 Bonds. For a discussion of the terms and provisions of that policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE" herein and Appendix G hereto. Additional Bonds Upon compliance with certain requirements set forth in the Resolution, the City may issue Additional Bonds payable on a parity with the Parity Bonds and the Series 1997 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1997 BONDS — Additional Bonds" herein. Q:\03177\B.4 November 25, 1996 OFFICIAL STATEMENT $11,000,000* CITY OF OCOEE, FLORIDA Water and Sewer System Improvement Revenue Bonds, Series 1997 INTRODUCTION The purpose of this Official Statement, including the cover page; the Summary Statement and all appendices, is to set forth certain information in connection with the sale by the City of Ocoee, Florida (the "City") of its $11,000,000* aggregate principal amount of Water and Sewer System Improvement Revenue-Bonds, Series 1997 (the "Series 1997 Bonds"). The Series 1997 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida, including Chapter 166; Part II, Florida Statutes and other applicable provisions of law (the "Act"), the Charter of the City of Ocoee, Resolution No. 93-02, adopted by the City Commission of the City on February 2, 1993, as amended and supplemented(the "Resolution"), in particular as amended and supplemented by Resolution No. 96- , adopted by the City Commission of the City on November 19, 1996. The Series 1997 Bonds are being issued, together with other legally available funds to: (i) expand the capacity of and construct and acquire other improvements (the "Project") to the City's water and sewer system(the "System"), (ii) acquire a surety bond in an amount equal to the Reserve Requirement for the Series 1997 Bonds for deposit into the account in the Reserve Fund established for the benefit of the Series 1997 Bonds, and (iii) pay costs of issuance of the Series 1997 Bonds, including the municipal bond insurance premium. For additional information concerning the use of the proceeds of the Series 1997 Bonds, see "ESTIMATED SOURCES AND USES OF FUNDS" herein. The Series 1997 Bonds and the interest thereon are payable solely from and secured by a prior lien upon and a pledge of: .(i) the Net Revenues of the System, (ii) the Sewer System Development Charges, but only to the extent of the Sewer System Development Charges Bond Service Component, (iii)the Water System Development Charges, but only , to the extent of the Water System Development Charges Bond Service Component, and(iv) until applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in the funds and accounts (other than the Rebate Fund) established by *Preliminary, subject to change. November 25, 1996 • the Resolution (collectively, the "Pledged Funds"). Such prior lien on and pledge of the Pledged Funds is on a parity with the lien on and pledge of the Pledged Funds that has been granted to the holders of the City's Water and Sewer System Refunding and Improvement Revenue Bonds, Series 1993 (the "Parity Bonds") currently outstanding in the aggregate principal amount of$7,850,000 and which may, in the future, be granted in connection with the issuance of any Additional Bonds. For additional information concerning the security for and source of payment of the Series 1997 Bonds, see "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1997 BONDS" herein. This Official Statement speaks only as of its date and the information contained herein is subject to change. Capitalized terms used but not defined in this Official Statement have the same meanings as used in the Resolution, unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 1997 Bonds are set forth in the Resolution, a summary of certain provisions of which is attached to this Official Statement as Appendix D. The description of the Series 1997 Bonds, the documents authorizing and securing the same, and the information from various reports and statements contained herein are not comprehensive or definitive. All references herein to such documents, reports and statements are qualified by the entire, actual content of such documents, reports and statements. Copies of such documents,reports and statements referred to herein that are not included in their entirety in this Official Statement may be obtained, after payment of applicable copying and mailing costs, from the City of Ocoee, at 150 North Lakeshore Drive, Ocoee, Florida 34761, Attention: City Manager. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1997 BONDS General The Series 1997 Bonds are payable solely from and secured by a prior lien upon and pledge of(i) the Net Revenues derived from the operation of the System, (ii) the Sewer System Development Charges, but only to the extent of the Sewer System Development Charges Bond Service Component, (iii) the Water System Development Charges, but only to the extent of the Water System Development Charges Bond Service Component, and(iv) until applied in accordance with the provisions of the Resolution, certain moneys, including investments thereof, in the funds and accounts (other than the Rebate Fund) established by the Resolution (collectively, the "Pledged Funds"). In the Resolution, the City irrevocably pledges the Pledged Funds to the payment of the principal of, redemption premium, if any, 2 Q:1031771B.4 November 25, 1996 and interest on the Series 1997 Bonds and the Parity Bonds, the reserves for the Series 1997 Bonds and the Parity Bonds and all other payments required under the Resolution. The Series 1997 Bonds and the interest thereon do not constitute a general indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation, and the City has not pledged its full faith and credit for the payment of the principal of,redemption premium, if any, and interest on the Series 1997 Bonds. No - Series 1997 Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property of or in the City for the payment of the principal of, redemption premium, if any, and interest on the Series 1997 Bonds or the making of any reserve or other payments provided for in the Resolution. The Series 1997 Bonds and the indebtedness evidenced thereby do not constitute a lien upon the System, or any part thereof or on any other property of or in the City, but shall constitute a lien only on the Pledged Funds all in the manner provided in the Resolution. The Resolution establishes the Revenue Fund,the Debt Service Fund(which includes the Principal Account; the Interest Account and the Redemption Account), the Reserve Fund, the Sewer System Development Charges Fund, the Water System Development Charges Fund and the Construction Fund. All such funds and accounts will be held by the City as trust funds,but no independent trustee has been appointed to hold the moneys in such funds for the benefit of the Holders of the Series 1997 Bonds. For information on all funds and accounts and the disposition and flow of revenues, see "APPENDIX D— SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION—Funds and Accounts; Flow of Funds." The designation and establishment of the various funds and accounts by the Resolution does not require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in government accounting, but rather is intended solely to constitute an earmarking of certain revenues of the System for certain purposes and to establish certain priorities for application of such revenues as provided in the Resolution. • Development Charges Pursuant to the Resolution, Sewer System Development Charges and Water System Development Charges are defined as the impact fees and capital charges levied upon and collected from new users of the Sewer System and Water System, respectively (or the proceeds of any security provided for the payment thereof), if any, to the extent the same are lawfully available for the acquisition and construction of Sewer Expansion Facilities and Water Expansion Facilities, respectively, and for Sewer System Development Charges Bond 3 Q:\03177\B.4 November 25, 1996 Service Component and for Water System Development Charges Bond Service Component, respectively. Such Development Charges do not include Connection Charges. Pursuant to the City Code and various ordinances of the City, the City imposes water capital charges and sewer capital charges that are.based on equivalent residential units ("ERUs"), which are the City's estimates of the average daily water and sewer capacity usage, in gallons per day, for a single family residential household. The City has assigned----== a value of 300 gallons per day per ERU for water capacity and 270 gallons per day per ERU for sewer capacity. The City imposes a water capital charge of$966 per ERU for the cost of providing water treatment facilities and extending water distribution and treatment lines to a point of reasonable availability for connection to the Water System. The City also imposes a sewer capital charge of$2,865 per ERU for the cost of providing sewage treatment facilities, effluent disposal facilities and pumping stations and extending sewer collection lines to a reasonable point of availability to the Sewer System. Such capital charges are due at the time the City issues a building permit. Only the Sewer System Development Charges Bond Service Component and the Water System Development Charges Bond Service Component, that portion of the debt service on the Series 1997 Bonds and Parity Bonds for a given year determined by multiplying the debt service on the Series 1997 Bonds and Parity Bonds for that given year by the percentage of the cost of the projects financed from the proceeds of the Series 1997 Bonds and Parity Bonds attributable to Sewer Expansion Facilities and Water Expansion Facilities, respectively, are pledged to the Series 1997 Bonds and Parity Bonds. Pursuant to the Resolution, the portion of the projects financed with proceeds of the Series 1997 Bonds and Parity Bonds which is attributable to Sewer Expansion Facilities and Water Expansion Facilities is determined by the Qualified Independent Consultant and set forth in a Project Certificate. The City's Consulting Engineer will set forth in a Project Certificate at the time of delivery of the Series 1997 Bonds that 100%of the Project to be financed with the proceeds of the Series 1997 Bonds are Expansion Facilities. In addition, 100% of the projects financed with the Parity Bonds are Expansion Facilities. Under Florida law, impact fees may be validly imposed against new construction in • order to fund capital improvements which are necessitated by such new construction or for debt service for bonds or other obligations issued for such purposes. Proceeds of the fees must be placed in separate accounts and used only for the capital improvements attributable to the new construction. Pursuant to the Resolution, all Sewer System Development Charges are required, upon receipt, to be deposited in the Sewer System Development Charges Fund and all Water System Development Charges are required, upon receipt, to be deposited in the Water System Development Charges Fund. 4 Q:\03177\B.4 November 25, 1996 Impact fees have frequently been the subject of litigation in Florida and the City's development charges have not yet been tested in court. There can, therefore, be no assurances that, if challenged, the City's development charges would be found valid. Impact fee revenues fluctuate with the amount of new construction which occurs. There can,therefore, be no assurances that such revenues will not decrease or be eliminated altogether in the event that new-construction,-for whatever reason, might decrease-or_cease.-==== =-==_=-- altogether within the City. Rate Covenant The City covenants in the Resolution to fix, establish, revise from time to time, whenever necessary,maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which, together with other Pledged Funds, will always provide Revenues in each year sufficient to pay(i) 100% of the aggregate of the amount needed to pay all Costs of Operation and Maintenance as the same shall become due in such year, 100%of all Bond Service Requirement becoming due in such year on the Outstanding Bonds and 100% of all other deposits to be made pursuant to the Resolution and(ii)together with the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component, the aggregate of the amount needed to pay the Cost of Operation and Maintenance as the same shall become due in such year, 110% of the Bond Service Requirement coming due in such year on the Outstanding Bonds, and 100%of all other deposits to be made pursuant to the Resolution. Such rates, fees, rental or other charges shall not be reduced so as to render them insufficient to provide revenues for such purposes. Revenues are defined as all income or earnings, including Connection Charges, received by the City or accrued to the City from the ownership, use or operation of the System and all parts thereof, including investment income, if any, earned on any fund or account created pursuant to the Resolution, and on any fund or account established by the City for the System, all as calculated in accordance with generally accepted accounting principles, but "Revenues" shall not include proceeds from the sale or other disposition of the System or any part thereof, condemnation awards or proceeds of insurance received with respect to the System. Further, "Revenues" do not include Sewer System Development Charges or Water System Development Charges or Contributions in Aid of Construction. 5 Q:\03177\B.4 November 25,1996 Reserve Fund The Resolution provides for the establishment and maintenance of a Reserve Fund and provides for separate accounts within the Reserve Fund for each Series of Bonds issued pursuant to the Resolution. Upon delivery of the Series 1997 Bonds, the City shall deposit a surety bond issued by AMBAC Indemnity in an amount equal to the Reserve Requirement to the separate account in theReserve Fund-established for the benefit=ofthe=Series=1=997 Bonds. Pursuant to the Resolution, the "Reserve Requirement" is defined as the lesser of: (i) the Maximum Debt Service Requirement, (ii) one and one-quarter times the Average Annual Debt Service Requirement, or (iii) such amount as will not adversely affect the exclusion of interest on the Series 1997 Bonds from the gross income of the holders of the - Series 1997 Bonds for purposes of Federal income taxation. The City previously established a separate account in the Reserve Fund for the Parity Bonds which is funded in an amount equal to the Reserve Requirement for such Bonds. Upon delivery of the Series 1997 Bonds, a surety bond issued by AMBAC Indemnity in an amount equal to the Reserve Requirement for the Parity Bonds will be deposited into the separate account of the Reserve Fund for the Parity Bonds and the funds in such account will be used for the Project. Proceeds of the surety bonds on deposit in each account in the Reserve Fund shall be applied in accordance with the provisions of the Resolution solely for the purpose of the payment of Amortization Installments, principal of, or interest on the Outstanding Series of Bonds for which such account was established and for no other Series of Bonds. Therefore, proceeds of the surety bond on deposit in the special account established for the benefit of the Series 1997 Bonds may not be used to pay Amortization Installments, principal or interest on the Parity Bonds and any other Series of Additional Bonds. Any withdrawals from an account in the Reserve Fund shall be subsequently restored from the first moneys available in the Revenue Fund, on a pro rata basis as to allaccounts in the Reserve Fund, after all required current payments for Cost of Operation and Maintenance and all current applications and allocations to the Debt Service Fund, including all deficiencies for prior payments, have been made in full. Notwithstanding the foregoing, in no event shall the City be required to deposit into any account in the Reserve Fund an amount greater than that amount necessary to ensure that the difference between the Reserve Requirement for the Series of Bonds for which such account was established and the amounts on deposit in such account on the date of calculation shall be restored not later than 60 months after the date of such deficiency (assuming equal monthly payments into such account for such 60 month period). 6 Q:\03177\B.4 November 25, 1996 Additional Bonds Additional Bonds having a lien on and pledge of the Pledged Funds equal to that of the Series 1997 Bonds and Parity Bonds may be issued by the City to finance the cost of acquiring, constructing or completing an Additional Project or refunding any or all outstanding Bonds or any Subordinated Indebtedness. Before issuing Additional Bonds, the City must obtain and file in itspublic-records a statement of an-independent-certified public accountant of reasonable experience and responsibility (the "CPA Certificate") which provides as follows: (a) stating that the books and records of the City relating to the Pledged Funds have been examined by him or her; (b) setting forth the amount of Pledged Funds which have been received by the City during any 12.consecutive months designated by the City within the 24 months immediately preceding the date of delivery of such Additional Bonds, including the Series 1997 Bonds, with respect to which such statement is made; (c) stating that the amount of the Net Revenues received during the aforementioned 12 month period equals at least 100% of the Maximum Annual Debt Service of all Bonds then Outstanding and such Additional Bonds with respect to which such CPA Certificate is obtained; (d) stating that the amount of the Net Revenues together with the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component received during the aforementioned 12 month period equals at least 110% of the Maximum Annual Debt Service of all Bonds then Outstanding and the Additional Bonds with respect to which such CPA Certificate is obtained; (e) stating that the Net Revenues projected for the 12 month period following the issuance of such Additional Bonds is projected by the Consulting Engineer to equal not less than 100% of the Maximum Annual Debt Service on the Bonds and any proposed Additional Bonds; and (f) stating that the Net Revenues together with the Sewer System Development Charges in an amount not greater than the Sewer System Development Charges Bond Service Component and the Water System Development Charges in an amount not greater than the Water System Development Charges Bond Service Component projected for the 12 month period following the issuance of such Additional Bonds is projected by the Consulting Engineer to equal not less than 110% of the Maximum Annual Debt Service on the Bonds and any proposed Additional Bonds. The Net Revenues contained in the CPA Certificate may be adjusted upon recommendation by the Consulting Engineers by including: (a) 100%of the additional Net Revenues which, in the opinion of the Consulting Engineers, would have been derived by the City from rate increases adopted before the Additional Bonds are issued if such rate increases had been implemented before the commencement of the period for which Pledged Funds are being certified; and 7Q:\03177\B.4 November 25, 1996 (b) 100%of the additional Net Revenues which, in the opinion of the Consulting Engineers, will be derived during the first full 12-month period after the date of placing in service the Additional Project financed with the proceeds of the Additional Bonds. The above conditions shall not apply to any Additional Bonds issued for the purpose of refunding any Bonds, provided that the issuance of such Additional Bonds does not increase the aggregate amount of principal_and interest_on the:Outstanding Bonds.coming.due- __ - -__. - in the current Fiscal Year and all subsequent Fiscal Years. Subordinated Indebtedness The City may also at any time, or from time to time, issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by the Resolution. Investments The Construction Fund, the Revenue Fund, the Debt Service Fund, the Reserve Fund and all accounts and subaccounts in such funds shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State of Florida. Moneys on deposit in the Construction Fund, the Debt Service Fund, the Reserve Fund(except the reserve account for the Series 1997 Bonds), the Revenue Fund, the Sewer System Development Charges Fund, the Water System Development Charges Fund and all accounts and subaccounts in such funds may be invested and reinvested by the City and as directed by the City in Permitted Investments maturing no later than the date on which the moneys therein will be needed. Any and all income received by the City from the investment of moneys in each fund or account created pursuant to the Resolution, except the Construction Fund, shall be retained in such respective fund or account until the amount required to be on deposit therein shall be on deposit in such fund or account, and thereafter shall be transferred to the Revenue Fund. Any and all income received from the investment • of moneys in the Construction Fund shall remain on deposit in such fund until the amounts required to complete the Project are on deposit therein, and thereafter shall be transferred to the Revenue Fund. Nothing contained in the Resolution shall prevent any Permitted Investments acquired as investments of or security for funds held under the Resolution from being issued or held in book-entry form on the books of the Department of Treasury of the United States. 8 Q:\03177\B.4 November 25, 1996 Other Covenants Pursuant to the Resolution, the City has additionally covenanted: (i) not to render or cause to be rendered either free of charge or for a nominal charge to any person, firm or corporation,public or private, the services and commodities of the System, provided the City may, on behalf of the City or on behalf of any person, firm or corporation, pay for such facilities, services and commodities__with_legally-available-funds of the-City,:other-than = Pledged Funds, (ii)to the full extent permitted by law, not to grant any franchise, license or permit for the construction or operation or any competitive water and sewer facilities in the territorial area serviced by the City which the City determines will adversely affect Revenues, and(iii)to diligently enforce and collect the rates, fees and charges for the service and facilities of the System. See "THE SYSTEM — Territorial Agreement" and "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" in Appendix D hereto. MUNICIPAL BOND INSURANCE The following information has been furnished by AMBAC Indemnity Corporation ("AMBAC Indemnity") for use in this Official Statement. See Appendix G hereto for a specimen of the AMBAC Indemnity's policy. AMBAC Indemnity Corporation AMBAC Indemnity Corporation ("AMBAC Indemnity") is a Wisconsin-domiciled stock insurance corporation,regulated by the Office of the Commissioner of Insurance of the State of Wisconsin, and licensed to do business in 50 states, the District of Columbia, the Territory of Guam and the Commonwealth of Puerto Rico, with admitted assets of approximately $2,440,000,000 (unaudited) and statutory capital of approximately $1,387,000,000 (unaudited) as of March 31, 1996. Statutory capital consists of AMBAC Indemnity's policyholders' surplus and statutory contingency reserve. AMBAC Indemnity is a wholly owned subsidiary of AMBAC Inc., a 100%publicly-held company. Standard& Poor's Ratings Services, Moody's Investors Service and Fitch Investors Service, L.P. have each assigned a triple-A claims-paying ability rating to AMBAC Indemnity. AMBAC Indemnity has entered into pro rata reinsurance agreements under which a percentage of the insurance underwritten pursuant to certain municipal bond insurance programs of AMBAC Indemnity has been and will be assumed by a number of foreign and domestic unaffiliated reinsurers. 9 Q:\03177\B.4 November 25, 1996 AMBAC Indemnity has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an obligation by AMBAC Indemnity will not affect the treatment for federal income tax purposes of interest on such obligation and that insurance proceeds representing maturing interest paid by AMBAC Indemnity under policy provisions substantially identical to those contained in its municipal bond insurance policy shall be treated for federal income tax purposes in the same manner as if such payments were made by the issuer of the Bonds. - --__--_-- _--.- --- _-- AMBAC Indemnity makes no representation regarding the Bonds or the advisability of investing in the Bonds and makes no representation regarding, nor has it participated in the preparation of, the Official Statement other than the information supplied by AMBAC Indemnity and presented under the heading "MUNICIPAL BOND INSURANCE." • AVAILABLE INFORMATION The parent company of AMBAC Indemnity, AMBAC Inc. (the "Company"), is subject to the informational requirements of the Securities Exchange Act of 1934, as amended(the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission(the "Commission"). Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at 7 World Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the public reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the aforementioned material may also be inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE") at 20 Broad Street, New York, New York 10005. The Company's Common Stock is listed on the NYSE. Copies of AMBAC Indemnity's financial statements prepared in accordance with statutory accounting standards are available from AMBAC Indemnity. The address of AMBAC Indemnity's administrative offices and its telephone number are One State Street Plaza, 17th Floor, New York, New York 10004 and (212)/668-0340. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission (File No. 1- 10777) are incorporated by reference in this Official Statement. 1 O Q:\03177\B.4 November 25, 1996 (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and filed on April 1, 1996; (2) The Company's Current Report on Form 8-K dated January 31, 1996 and filed on February 28, 1996; (3) The Company's Current Report on Form 8-K dated March 13,1996_and-filed. - -- - - -on March 14, 1996; (4) The Company's Current Report on Form 8-K/A, First Amendment to Current Report on Form 8-K dated March 13, 1996 and filed on March 15, 1996; and (5) The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 and filed on May 15, 1996. All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in the same manner as described above in "AVAILABLE INFORMATION." THE.SERIES 1997 BONDS General The Series 1997 Bonds shall be issued in fully registered form, without coupons, in the denomination of$5,000 each, or integral multiples thereof, shall be dated, shall bear interest computed on the basis of a 360-day year of twelve 30-day months at the rates and shall mature on the dates and in the amounts shown on the cover page hereof. The Series 1997 Bonds shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on an interest payment • date, in which case it shall bear interest from such interest payment date, Or unless authenticated prior to the first interest payment date, in which case it shall bear interest from its date. However, if at the time of authentication payment of any interest which is due and payable has not been made, such Series 1997 Bond shall bear interest from the date to which interest shall have been paid. The interest on the Series 1997 Bonds shall be payable by the Paying Agent, by check or draft on each interest payment date, to the registered owner thereof at the address as shown on the registration books kept by the Registrar at the close of business on the fifteenth 11 Q:\03177\B.4 November 25, 1996 day of the calendar month immediately preceding such interest payment date (the "Record Date"). At the written request and expense of a registered owner of$1,000,000 or more of Series 1997 Bonds, interest may be paid to such registered owner by wire transfer or other medium acceptable to the City and the Paying Agent. Payment of the principal of all Series 1997 Bonds shall be made, when due, upon the presentation and surrender of such Series 1997 Bonds at the office of the Paying Agent as the same shall become due and payable. - ---------- ------- - - - - - - -- -- --- --- Only Series 1997 Bonds which have endorsed thereon a certificate of authentication duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under the,Resolution. No Series 1997 Bond shall be valid or obligatory for any purpose unless such certificate of authentication shall have been duly executed by the Registrar. The Series 1997 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same type and maturity of the Bonds so surrendered. Series 1997 Bonds shall be transferable only upon the books of the City, at the office of the Registrar, under such reasonable regulations as the City may prescribe, by the Holder thereof in person or by such Holder's attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized attorney. The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the person in whose name any Outstanding Bond shall be registered upon the books of the City as absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder, or upon such Holder's order, shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the City nor the Registrar nor any Paying Agent or other fiduciary of the City shall be affected by any notice to the contrary. For exchange or transfer of Series 1997 Bonds, the City or the Registrar charge a sufficient amount to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The City and the Registrar shall not be obligated to make any such exchange or transfer of Series 1997 Bonds during the 15 days next preceding an Interest Date on the Series 1997 Bonds, or, in the case of any 12 Q:\03177\B.4 November 25, 1996 proposed redemption of Series 1997 Bonds, then during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. In case any Series 1997 Bond shall become mutilated, or be destroyed, stolen or lost, the City may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 1997 Bond of like tenor as the Series 1997 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 1997 Bond or in-lieu-of and substitution for the Series 1997 Bond destroyed, stolen or lost, and upon the Holder furnishing the City and the Registrar proof of such Holder's ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City or the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. Optional Redemption The Series 1997 Bonds maturing on or prior to October 1, are not subject to redemption prior to their respective maturities. The Series 1997 Bonds maturing on or after October 1, are subject to redemption prior to maturity on or after October 1, , at the option of the City, in whole at any time or in part on any interest payment date in such manner as shall be determined by the City and by lot within a maturity if less than a full maturity from any legally available moneys at a redemption price (expressed as a percentage of the principal amount) as set forth in the following table, plus accrued interest to the redemption date. Period During Which Redeemed Redemption (Both dates inclusive) Price October 1, through September 30, October 1, through September 30, October 1, and thereafter Mandatory Redemption The Series 1997 Bonds which mature on October 1, are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the 13 Q:\03177\B.4 November 25, 1996 • principal amount thereof plus interest accrued to the redemption date, beginning on October 1, , and on each October 1 thereafter, in the following principal amounts in the years specified: Principal Year Amount * *Maturity The Series 1997 Bonds which mature on October 1, are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the redemption date, beginning on October 1, , and on each October 1 thereafter, in the following principal amounts in the years specified: Principal Year Amount * *Maturity The Series 1997 Bonds which mature on October 1, are subject to mandatory redemption in part prior to maturity by lot, at redemption prices equal to 100% of the 14 Q:\03177\B.4 November 25, 1996 principal amount thereof plus interest accrued to the redemption date, beginning on October 1, , and on each October 1 thereafter, in the following principal amounts in the years specified: Principal Year Amount * *Maturity Notice of Redemption Notice of redemption of the Series 1997 Bonds must be: (i) filed with the Paying Agent; (ii) mailed, first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the redemption date, to all Holders of Series 1997 Bonds to be redeemed at their addresses as they appear on the registration books as of 15 days before the mailing date; and(iii)mailed by registered or certified mail, postage prepaid, or by telecopy or facsimile transmission, at least 35 days before the redemption date, to the registered securities depositories and two or more nationally recognized municipal bond information services. Failure to mail such notice to one or more Holders of Series 1997 Bonds or any securities depositories or any defect therein shall not affect the validity of the proceedings for such redemption with respect to Holders of Series 1997 Bonds to which notice was duly mailed. Notice of any optional redemption of Series 1997 Bonds shall be given only upon the prior deposit into the Redemption Account of amounts sufficient to pay the principal of, interest accrued from the last interest payment date to the proposed redemption date and premium, if any, with respect to the Series 1997 Bonds to be redeemed. Upon surrender of any Series 1997 Bond for redemption in part only, the Registrar shall authenticate and deliver to the holder thereof a new Series 1997 Bond of an authorized denomination equal to the unredeemed portion of the Series 1997 Bond surrendered the cost of which shall be paid by the City. 15 QB.4 November:\03177\25, 1996 ESTIMATED SOURCES AND USES OF FUNDS The proceeds to be received from the sale of the Series 1997 Bonds, including`accrued interest on the Series 1997 Bonds to the date of delivery, are expected to be applied as follows: Sources of Funds Principal Amount of Series 1997 Bonds $ Less: Original Issue Discount Accrued Interest Total Sources $ Uses of Funds Deposit to Construction Fund(1) $ Costs of Issuance Deposit of Accrued Interest to Interest Account Total Uses $ (1) Moneys used to fund a portion of the Project. (2) Includes underwriter's discount, costs of issuance and bond insurance and surety bond premiums. 16 Q:\03177\B.4 November 25, 1996 SCHEDULED DEBT SERVICE FOR THE SERIES 1997 BONDS Bond Year Series 1997 Bonds Ending Aggregate Parity Bonds Total October 1 Principal(1) Interest Debt Service Debt Service Debt Service 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Total (1) Includes Amortization Installments for Tenn Bonds. THE CITY The City of Ocoee, Florida was incorporated in 1925. It is bounded on the west by Winter Garden, Florida, and on the south by Windermere, Florida, and has a land area of approximately 20.5 square miles,making it the second largest city in land area of the thirteen cities in Orange County. As of April 1, 1996, the population of the City was estimated at 19,261, which ranks the City third in population of the cities in Orange County. 1,7 Q:\03177\B.4 November 25, 1996 The City is govemed by a Commission-Manager form of government. The four City Commissioners and the Mayor are elected on staggered two-year terms of office, who in turn appoint the City Manager. History and Organization The City of Ocoee, Florida, is a municipal corporation created under the laws of the State of Florida. The current Mayor and commissioners, the years in which their terms expire, and their principal occupations are as follows: Commissioner Expiration of Term Occupation S. Scott Vandergrift, Mayor February 1997 Real Estate Leon "Rusty" Johnson February 1997 Mail Carrier Jim Gleason February 1998 Business Owner Scott A. Glass February 1997 Attorney Scott Anderson February 1998 Pilot For additional information concerning the City see Appendix A hereto: THE SYSTEM Introduction The Resolution defines the System as, collectively, the Water System and the Sewer System of the City. The Resolution defines the Water System as the complete water system now owned, operated and maintained by the City, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired, together with all lands or interests therein, including plants, buildings, machinery, franchises, pipes, mains, fixtures, equipments and all property, real or personal, tangible or intangible, now or hereafter used in connection therewith. The Resolution defines the Sewer System as the complete sewer system now owned, operated and maintained by the City, together with any and all improvements, extensions and additions thereto hereafter constructed or acquired, together with all lands or interests therein, including plants, buildings, machinery, franchises, pipes, mains, fixtures, equipment and all property, real or personal, tangible or intangible, now or hereafter used in connection therewith. The City initiated central water service in the early 1980's with construction of the Kissimmee Avenue Water Treatment Plant. The City expanded its water treatment service 18 Q:\03177\B.4 November 25, 1996 in 1986 by adding the Forest Oaks Water Treatment Plant. The newest water plant (South Water Treatment Plant)was added to the system in 1992 and the Kissimmee Avenue Plant was removed from service in 1994 due to age and obsolescence. The City initiated central wastewater in 1987 with the acquisition of a private utility named Prima Vista Utilities. Initially the City provided water service to 650 equivalent residential units ("ERUs"). See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1997 BONDS - Development Charges"-for a description of equivalent residential units and the-values - assigned by the City for an ERU of water capacity and an ERU of sewer capacity. At the present time, the City provides water and wastewater service to approximately 9,950 and 3,701 ERUs, respectively, located both within and outside the City's corporate limits. Of the water customers, approximately 7,861 ERUs are residential and approximately 2,089 ERUs are commercial. Of the wastewater customers, approximately 2,750 ERUs are residential and 951 ERUs are commercial. The following tables show the historic growth of the System's customers. The following table sets forth the total number of ERUs for the past five years: Historic Number of Water System ERUs Fiscal Year Total Water ERUs 1996 9,950 1995 9,437 1994 8,979 1993 8,505 1992 8,044 Source: City of Ocoee. Q:\03177\B.4 19 November 25, 1996 The following table sets forth the total number of sewer ERUs for the past five years: Historic Number of Sewer System ERUs January 1 Total Sewer ERUs 1996 3,701 1995 3,307 1994 2,917 1993 2,501 • 1992 2,117 Source: City of Ocoee. Additional water and sewer customers derive principally from new developments constructed within the City's System service area. The City's municipal code requires all new developments within its System service area to connect to the wastewater system in accordance with Florida law. Pursuant to Florida law, a property owner utilizing a properly functioning septic system that can be reasonably connected to a wastewater system must connect to such system within one year of being notified by the owner of the wastewater system of the availability of the wastewater facilities. The owner of a wastewater system may, with the approval of the Florida Department of Health and Rehabilitation Services, waive the mandatory connection requirement if it finds that mandatory connection is not required for public health reasons. [The City is presently considering the public health effects of septic system users within its System service area, and will take no action to either enforce or seek a waiver of its right to require mandatory connection until a public health determination is made.] Water and Sewer Territorial Agreements The Water System provides potable water to the City's water service area and the Sewer System provides central wastewater service to the City's wastewater service area. The City's water service area and its wastewater service area comprise approximately 15 square miles and their boundaries, which include approximately 75%of the City's corporate limits and certain unincorporated portions of Orange County, Florida(the "County"). The City's water service area is specifically described in the Water Service Territorial Agreement (Contract No. W-88-06) dated November 14, 1988 between the City and Orange County, Florida (the "County"), as amended (the "Water Territorial Agreement"). Pursuant to the Water Territorial Agreement, the City and Orange County have agreed that a designated portion of the City and unincorporated Orange County will be the exclusive water service i 20 Q:\03177\B.4 November 25, 1996 area of the City and that the County will not provide water service within such areas. The City's designated service area may be amended from time to time based on future circumstances upon the mutual consent of both parties. The parties also agreed to permit each other to interconnect their water systems and to provide wholesale water service to the connecting party at rates to be mutually agreed upon. The term of the Water Territorial Agreement began on November 14, 1988 and is effective for a period of 30 years (the "Initial Term"), with automatic-renewals-thereafter-for-one year-periods. The--Water-Territorial Agreement may be canceled by either party after the Initial Term upon providing the other party with six months advance written notice. The City's wastewater service area is specifically described in that certain Orange County/Prima Vista Utility Company, Inc. Sewer Service Territorial Agreement(Contract No. S-87-8)dated June 8, 1987 between the Prima Vista Utility Company, Inc. (the "Utility") and the County, which was assigned by the Utility pursuant to that certain Assignment of Sewer System Territorial Agreement dated December 30, 1987 (collectively, the "Sewer Territorial Agreement"). Under the Sewer Territorial Agreement, the City and Orange County agreed that a designated portion of the City and unincorporated Orange County will be the exclusive sewer service area of the City and that the County will not provide sewer service within such areas. The City's designated sewer service area may be amended from time to time based on future circumstances upon the mutual consent of both parties. The parties also agreed to permit each other to interconnect their sewer systems and to provide wholesale sewer service to the connecting party at rates to be mutually agreed upon. The term of the Sewer Territorial Agreement began on June 8, 1987 and is effective for a period of 30 years (the "Initial Term"), with automatic renewals thereafter for one year periods. The Water Territorial Agreement may be canceled by either party after the Initial Term upon providing the other party with six months advance written notice. Administration The System is administered by the City's Utility Director/City Engineer, who reports directly to the City Manager. The Utility Director/City Engineer is James W. Shira, who has been an employee of the City since 1989. Mr. Shira is responsible for overseeing System construction and for managing the System. Mr. Shira is assisted by the Assistant Utilities Director/Assistant City Engineer, David A. Wheeler. Both Mr. Shira and Mr. Wheeler are professional engineers, registered to practice engineering in the State of Florida. Mr. Shira is also assisted by other City departments, such as the Finance Department, the Planning Department, the Personnel Department and the Public Works Department. The City also employs a Utility Superintendent, Robert Holland. Mr. Holland has been employed by the City since April, 1988. He possesses a Class "A" wastewater license and a Class "C" drinking water license. Mr. Holland is responsible for the overall daily operations of the • 21 Q:\03177\B.4 November 25, 1996 System facilities and personnel and he reports directly to Mr. Shira. Mr. David Gosnell is the Chief Water Plant Operator and has been employed by the City since October, 1983. Mr. Gosnell possesses a Class "A" drinking water license. Mr. Gosnell is in direct charge of all personnel and facilities related to production and treatment of potable water and he reports directly to Mr. Holland. Mr. Fred Ostrander is the City's Chief Wastewater Plant Operator and has been employed by the City since December, 1987. He possesses a Class "B" wastewater license and a class "C" drinking water license. Mr.-Ostrander-is-in-direct charge -of all personnel and facilities related to collection, transmission of wastewater, as well as distribution and disposal of treated effluent and he reports directly to Mr. Holland. Employees The System employs 37 persons, not including administrative support from other City departments. Twenty persons are employed by the City to service the Water System and 17 persons are employed by the City to service the Sewer System. The employees of the System are not represented by a union. The City considers its relationship with its employees as amicable. The City contributes to a single employer defined benefit pension plan and trust(the "Pension Plan"). The contribution made by the City is allocated to the Water and Wastewater Fund based on covered payroll of employees whose salaries are charged to the Water and Wastewater Fund. Participation in the Pension Plan is a condition of employment. Benefits fully vest on reaching five years of service. Benefit provisions and all other requirements are established by City ordinance. Members of the Pension Plan are required to make regular contributions to the plan in the amount of 5%of their salary. The City is required to make quarterly contributions to the Pension Plan equal to the difference in each year, between the total aggregate member contributions and the total cost as shown by the most recent actuarial valuation of the Pension Plan. The City offers its employees a single employer deferred compensation plan created in accordance with Section 457 of the Internal Revenue Code (the "Deferred Compensation Plan"). The Deferred Compensation Plan is voluntary and any employee may elect to participate. The Deferred Compensation Plan permits employees to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. Q:\031771B.4 22 November 25, 1996 Water System The City receives its raw water through withdrawals from five existing City owned deep wells located at each of the City's three existing water treatment plants, which draw water from the upper Floridan Aquifer. The City currently has two additional deep wells under construction which will also draw raw water from the lower Floridan Aquifer. Raw water is treated at each of the-City's-water treatment plants by a process-that includes-aeration for removal of hydrogen sulfide, disinfection by free residual chlorination and fluoridation. Treated water is routinely tested for bacteriological and chemical parameters in an outside certified laboratory to ensure compliance with applicable state and Federal regulations. o Treated water is pumped to three water storage tanks located at each of the existing water treatment plants and then discharged to the System customers through the water distribution system. The City's three water treatment plants are briefly described below: 1. Jamela Plant. The Jamela Plant is located in the northern portion of the City's service area at Wurst Road and Jamela Drive. The Jamela Plant is the oldest water treatment plant in the Water System and it provides treated water to the northern portion of the City's water service area. Raw water is supplied to the Jamela Plant from two of the City's deep wells, each of which are equipped with a vertical turbine low service pump that are rated at 550 gallons per minute ("gpm") and 2,000 gpm, respectively. Raw water is treated in a 500,000 gallon concrete ground storage tank and discharged into the water distribution system and into a 500,000 steel elevated storage tank by three high service pumps. Two of the high service pumps are rated at 1,000 gpm and one is rated at 1,200 gpm. The Jamela plant is also equipped with a 250 kilowatt standby engine generator which is capable of operating the 2,000 gpm well and a high service pump in the event of a loss of primary power. The Jamela plant is not suitable for future expansion and upgrade. The Jamela Drive plant has its high service pumps and associated electrical panels located below grade in a concrete structure that was previously used as a water storage tank. Also, the existing elevated storage tank at this plant cannot be taken off-line for inspection or repair due to a frozen valve on the pipe which serves both to fill and empty the tank. Due to the deteriorated condition and high maintenance requirements of the Jamela plant, Professional Engineering Consultants, Inc., the Consulting Engineers to the City, has recommended that the Jamela plant be removed from service upon the completion of improvements to the Forest Oaks plant and the South plant. The City anticipates removing the Jamela plant from service in 1998. - • 23 Q:\03177\B.4 November 25, 1996 2. Forest Oaks Plant. The Forest Oaks plant is located in the northeast portion of the City's service area along Hackney-Prairie Road. The Forest Oaks plant has been in service for ten years and provides treated water to customers in the City's northern water service area. Raw water is supplied to the Forest Oaks plant from two of the City's deep wells, each of which are equipped with a vertical turbine low service pump that are rated at 700 gpm and 2,000 gpm, respectively. A third deep well is presently under construction and will-be equipped with a vertical turbine engine rated at 3,500 gpm. Raw water is treated in a 400,000 gallon concrete ground storage tank and discharged into the water distribution system by three high service pumps. Two of the high service pumps are rated at 800 gpm and one is rated at 1,500.gpm. -The Forest Oaks plant is equipped with a 275 kilowatt standby engine generator which is capable of operating both deep wells, the 1,500 gpm high service pump and the 800 gpm high service pump in the event of a loss of primary power. 3. South Plant. The South Plant is located in the Southern portion of the City's service area approximately one mile south of State Road 50 and 1/2 mile east of Maguire Road. The South plant was constructed in 1992 and provides treated water to customers in the City's southern water service area. Raw water is supplied to the South plant from a deep well, which is equipped with a vertical turbine low service pump that are rated at 3,500 gpm. A second deep well is currently under construction and will be equipped with a vertical low service pump rated at 3,00 gpm. Raw water is treated in a 670,000 gallon concrete ground storage tank and discharged into the water distribution system by four high service pumps. One of the high service pumps is rated at 370 gpm, two are rated at 540 gpm and the fourth one is rated at 1,350 gpm. The South plant is equipped with a 500 kilowatt standby engine generator which is capable of operating the entire South plant in the event of a loss of primary power. The combined maximum permitted pumping capacity of the three plants is approximately 3.342 million gallons per day ("mgd"). The current average monthly production is approximately 3.0 mgd. The Water System currently serves approximately 8,000 water customers, representing approximately 9,950 ERU's, with an additional 3,519 ERU's reserved through various developer agreements. These ERU's represent approximately 1.1 mgd of reserved capacity. The water consumptive use permits for the five City owned deep wells allow 3.342 mgd average day withdrawal and 6.684 mgd maximum day withdrawal. As shown in the table below, the average daily flow for the Water System in Fiscal Year 1996 was 3.912 mgd. The City's distribution system includes approximately 175 miles of localized piping ranging in size from 6 to 16 inches in diameter. The distribution system is divided into a 24 Q:\031771B.4 November 25, 1996 northern piping network and a southern piping network, with the northern and southern isolated by a number of closed valves because of significant elevation differences between the central northern portion of the System and the remainder of the System. The City's water distribution system extends to all but the recently annexed northwestern portion of the City. Historic Water Consumption Flows Fiscal Average Daily Year Flow(mgd) 1996 3.912 1995 3.680 1994 3.011 1993 3.072 1992 2.797 Source: City of Ocoee. See "APPENDIX B — ENGINEERING REPORT OF PROFESSIONAL ENGINEERING CONSULTANTS, INC." for additional information concerning the Water System. Sewer System The Sewer System currently consists of approximately 40 miles of sewage collection system piping, one wastewater treatment plant, 32 pumping stations, and 280 acres of property available for effluent disposal. Effluent disposal property consists of 40 acres of property located at the wastewater treatment plant and the City's 240 acre remote effluent disposal site, which the City has leased to Forest Lake Club, Ltd. and which has been converted into the Forest Lake Golf Course (the "Golf Course"). The- City owns, operates and maintains approximately 40 miles of wastewater collection system,which utilizes a combination of gravity and force main systems to collect and transport wastewater to the wastewater treatment plant. The gravity wastewater collection system consists of PVC pipes ranging from 6 to 15 inches in diameter. The force main wastewater collection system consists of PVC and ductile iron pipes ranging from 6 to 12 inches in diameter. The City owns, operates and maintains 32 pump stations that are used for wastewater collection and discharge. The wastewater treatment plant is located at 1800 A.D. Mims Road, on a 128-acre site and was purchased from the Utility in 1988. The wastewater treatment plant is a poured in place concrete structure and utilizes a new and efficient Kruger Treatment Process 25 Q:\03177\B.4 November 25, 1996 (biodenitrofication) that results in substantial reduction of operation and maintenance expenses. The wastewater plant is equipped with tertiary filters, chemical feed and high- level disinfection facilities. The wastewater treatment plant has an estimated useful life of 50 years. The wastewater plant is staffed by operators with class "B" and "C" wastewater licenses in accordance with state laws and DEP rules. The operation of the wastewater plant is highly automated and is computer controlled. The wastewater plant is staffed 8 hours per day, 5 days per week. Operational anomalies are detected by the automated process control system, and plant personnel are automatically notified by pager that a fault condition has occurred. This high level of control enabled DEP to issue a permit based on 8 hours per day on-site staffing rather than the standard 16 hours per day. The wastewater treatment plant is also capable of producing reclaimed water. Under normal operating conditions, all of the reclaimed water produced by the wastewater treatment plant is discharged to the Golf • Course. The current designated treatment capacity at the waste water treatment plant is 3.0 mgd,with a permitted treatment capacity limited by the current permitted effluent disposal capacity of 1.5 mgd. The current average daily flow at the plant is approximately 0.9 mgd, equivalent to approximately 3,701 ERU's, generated by approximately 3,100 existing customers. There are approximately 3,840 ERU's of capacity reserved through various developer agreements. These ERU's represent approximately 1.1 mgd of reserved capacity. Treated wastewater is transported to the Golf Course through a 12 inch low pressure piping system. Effluent disposal is currently accomplished by: (1) irrigating the Golf Course with reclaimed water from the wastewater treatment plant (total capacity of 1.0 mgd); (2) discharging effluent to two on-site percolation ponds located at the site of the wastewater treatment plant(total capacity of 0.5 mgd); and (3) discharging effluent to two percolation ponds located at the Golf Course (total capacity of 1.0 mgd). 26 Q:\03177\B.4 November 25, 1996 The following table sets forth the historic wastewater treatment flows from the wastewater facilities: Historic Wastewater Treatment Plant Flows Fiscal Average Daily Year Flow(mgd) 1996 0.9466 1995 0.9430 1994 0.8215 1993 0.8114 1992 0.6750 Source: City of Ocoee. See "APPENDIX B — ENGINEERING REPORT OF PROFESSIONAL ENGINEERING CONSULTANTS, INC." for additional information concerning the Sewer System. Water and Wastewater Rates The System's rates structure includes a base facility charge and a volumetric consumption charge. Water and wastewater rates were adjusted on a System wide basis in 1992 following preparation of detailed cost of service rate studies. Historically, the City has adjusted water and sewer rates to meet increased revenue needs for the incurrence of new debt or to meet increased operating expenses. Because much of the System was originally designed and constructed to meet anticipated future increases in service demands. Since 1991, the monthly combined water and sewer charge for the typical residential customer who uses 10,000 gallons per month has increased from $40.56 to $41.25 per month. QB 27 November:\03177\25, 199.46 The following tables show the System's current rate structure: Existing Water Rates Meter Size (Inches) Base Facility Charge 5/8 $.._ 7.64 1 19.10 1.5 38.20 2 61.12 3 122.24 4 . 191.00 6 382.00 8 611.00 10 878.60 12 1,642.60 Plus: Volumetric charge of$0.51 per 1,000 gallons. Source: City of Ocoee Ordinance No. 92-19, adopted August 18, 1992. Existing Wastewater Rates Meter Size (Inches) Base Facility Charge 5/8 $ 13.81 1 34.53 1.5 69.05 2 110.48 3 220.96 4 345.25 6 690.50 8 1,104.80 10 1,588.15 12 2,969.15 Volumetric charge of$1.47 per 1,000 gallons for residential customers with a 5/8 inch meter up to 12,000 gallons. Source: City of Ocoee Ordinance No. 92-19, adopted August 18, 1992. Q:\03177\B.4 28 November 25, 1996 The City's present water and wastewater rates compare favorably with that of other municipal and county utility systems in the Central Florida area. The following chart presents comparative information for an average residential bill for the City and surrounding communities. Comparison of Monthly Water and Wastewater Billing in the City of Ocoee and Surrounding Areasol-- -- Water Wastewater Total • City of Ocoee $12.74 $28.51 $41.25 Other Similar Utilities Brevard County $19.49 $41.93 $61.42 Indian River County 32.70 43.98 76.68 Orange County 16.51 42.05 58.56 Seminole County 11.70 30.00 41.70 City of Apopka 10.25 22.00 32.25 City of Casselberry 14.00 34.70 48.70 City of Lake Mary 19.80. 35.00 54.80 City of Oviedo 11.50 36.26 47.76 City of Sanford 17.14 35.57 52.71 City of Winter Springs 11.30 36.33 47.63 City of Winter Park 7.75 23.81 31.56 City of Kissimmee 9.51 32.20 41.71 City of Orlando 8.93 33.72 42.65 City of Melbourne 20.76 35.44 56.20 City of Daytona Beach 23.21 33.48 56.69 City of Titusville 20.55 60.17 80.72 City of Cocoa 14.72 34.00 48.72 City of Winter Garden 11.73 26.18 37.91 Average $15.64 $35.38 $51.02 (1) Based on average monthly water and waste water rates in effect as of September, 1996. Amounts shown are exclusive of taxes, franchise fees and outside City , surcharges, if any. Based on 10,000 gallons of water usage monthly. Source: City of Ocoee. Q:\03177\B.4 29 November 25, 1996 Revenue and Maintenance Fees; Impact Fees; Other Charges and Deposits The City charges its customers a water and wastewater capital charge of$966 and $2,865,respectively. These charges are derived using a marginal/incremental or standards driven methodology, which are based on the recovery of a new customer's proportionate share of the present value of capacity-related capital projects during a base period. The City imposes on customers holding water capacity an annual Revenue and Maintenance Fee of$93 per ERU or a monthly Revenue and Maintenance Fee of$9 per ERU. The Revenue and Maintenance Fee is paid beginning on the 12-month anniversary of the date that the water capacity is acquired until a customer connects to the Water System and begins paying the rates set forth above. The City also imposes on customers holding sewer capacity an annual Revenue and Maintenance Fee of$121 per ERU or a monthly Revenue and Maintenance Fee of$13 per ERU. The Revenue and Maintenance Fee is paid beginning on the 12-month anniversary of the date a sewer capacity is acquired until a customer connects to the City Sewer System and begins paying the rates set forth above. B.M.L. Investments, a Florida , has acquired and holds a substantial portion of such water and sewer capacity and pays approximately one half of the Revenue and Maintenance fees presently received by the City. Collection Practices; Delinquencies All residential and commercial customer meters are read and billed monthly. The bills become delinquent 20 days after the billing date. At such time a $5 penalty is assessed. Utility service is terminated if payment of all charges and penalties is not received within 55 days from the billing date. Restoration of service requires full payment of all current utility charges,penalties and a restoration charge of$20. The customer may also be required to pay an additional deposit to restore service. Accounts which remain delinquent may be forwarded to authorized collection agencies and deposits may be applied to pay such delinquencies. 3 O Q:\03177\B.4 November 25, 1996 Accounts receivable and allowance for estimated uncollectible account balances for the past five fiscal years are as follows: Fiscal Accounts Allowance for Estimated Year Receivable Uncollectible Accounts 1996 $802,400 $76,000 1995 677,327 101,000 1994 651,492 79,000 1993 649,308 53,100 1992 310,528 39,500 Source: City of Ocoee, Florida. Regulation The United States Environmental Protection Agency ("EPA") and the Florida Department of Environmental Protection("DEP"),promulgate various regulations governing operation of the System. Regulations deal primarily with the quality of effluent discharged from sewage treatment facilities, the disposal of sludge generated by the sewage treatment plants, the discharge of pollutants into the groundwater and the nature of waste material discharged into the collection facilities. Associated with the regulations are various monitoring and reporting requirements. The City's sewage treatment plant is properly permitted and does not have a history of permit violations. The City is not facing any EPA or DEP mandated schedules for elimination of discharges, or any sewage related administrative orders or consent decree decisions. The System currently is in compliance with all state and Federal regulations relating to its wastewater treatment facilities and process and the City does not anticipate that it will have any problems remaining in continued compliance with the DEP use permit. In addition to regulation of the sewage treatment facilities, EPA and DEP regulate the quality of the System's water. The City presently is in compliance with all applicable regulations relating to water quality. The consumptive use of water is administered by the St. Johns River Water Management District (the "District") through a consumptive use permitting system, pursuant to which water resources are divided among the permitted consumers. Pursuant to Chapter 373, Florida Statutes, the District issues consumptive use permits for the various wellfields existing within its jurisdiction, including the wellfields that supply water for the System. The provisions of Chapter 373, Florida Statutes, and the regulations promulgated thereunder provide for the issuance of a permit for new uses if the 31 QB.4 November:\031771 25, 1996 proposed use of water (1) is reasonable and beneficial, (2) will not interfere with any presently existing legal uses of water, and(3) is consistent with the public interest. Presently, all applicable consumptive use permits for the water drawn for the System are in place, as well as the consumptive use permits for the two deep wells currently under construction. Such permits are valid until 2006. and provide the City with an increasing allocation of groundwater supplies. THE PROJECT Introduction In order to meet the future capacity demands on the System through the year 2016, the City has established certain long-range planning procedures. The City commissioned a Water, Sewer and Reuse Master Plan(the "Master Plan") in order to specifically determine the potential future capacity demands on the System through the year 2016. The City has also established a long-range capital improvement plan in the form of the Project pursuant to which certain improvements will be made to the System in order to meet future capacity demands through the year.2016. The Project includes improvements to both the Water System and the Sewer System. The estimated total cost of the Project is $10,813,000, of which$4,973,000 will be used for Water System improvements and $5,840,000 will be used for Sewer System improvements. The cost of the Project will be paid for or financed from the following sources: Existing funds from the City's Renewal and Replacement Account and Water and Sewer Capital Account $ Funds from the separate account in the Debt Service Reserve Fund established for the holders of the Parity Bonds Proceeds of the Series 1997 Bonds Total Sources Capital Improvements to Water System Proposed capital improvements to the Water System emphasize the construction of enhancements to the Forest Oaks and South water treatment plants and the expansion of the water distribution system. The total estimated cost of such improvements is $4,973,000, as follows: 32 Q:\03177\B.4 November 25, 1996 Improvements to Forest Oaks plant $ 553,000 Improvements to South plant 648,000 • Enhancements to distribution system 3,123,000 Engineering/Inspection Fee 649,000 $4,973,000 Capital Improvements to Sewer System Proposed capital improvements to the Sewer System emphasize the need to expand the capacity of the existing effluent disposal system to equal the capacity of the wastewater treatment facility. Pursuant to the Master Plan, an expanded reclaimed water system and the initiation of a reclaimed water retrofit program were identified as a cost effective means of • expanding the capacity of the City's effluent disposal system. The retrofit program will provide reclaimed water to existing developments located adjacent to the major reclaimed water transmission mains. The City has also identified the expansion of the effluent disposal system at the Golf Course as a means of expanding the effluent disposal capacity of the Sewer System. The City proposes purchasing additional undeveloped acreage near the Golf Course in order to achieve such expansion. The capital improvements plan also identifies the need to construct a modem maintenance facility to provide a centrally located maintenance facility for the System as it is expanded. The total estimated cost of the expansion of the effluent disposal system is $5,840,000, as follows: Reclaimed Water Program $2,790,000 Retrofit Program 1,050,000 Effluent Disposal Expansion 1,500,000 Maintenance Facility 500,000 $5,840,000 SUMMARY OF CONSULTING ENGINEER'S CONCLUSIONS Professional Engineering Consultants, Inc. are the Consulting Engineers for the City with respect to the System. Based on its general familiarity with and review of the System as indicated in the Consulting Engineer's Report attached hereto as Appendix B, which Report should be read in its entirety in conjunction with the following, the Consulting Engineers have concluded that: 1. The System is in good condition and has been operated and maintained in accordance with standard utility industry practices, and provides good, reliable and cost-effective water and sewer service to the customers of the System. . 33 November mber 25, 1996 2. The System is operated in compliance with current Federal, State and local regulatory requirements. All regulatory permits necessary for the operation of the System are current (renewal in progress) and in good standing. 3. The Project is necessary and provides water and sewer service for new growth. The average annual growth rate of 350 ERUs is reasonable and valid during the 20-year planning period. The -Project is technically sound and conforms:-to proven and industry accepted engineering practice. The Project will provide for water-and sewer system improvements and expansion which will meet Federal, State and local regulatory requirements and projected growth-related water and sewer demands for a 20-year period. _ 4. The proposed Project is or shall be designed in accordance with accepted engineering standards using proven conventional technology. The proposed improvements have or shall be designed with a high level of sensitivity to concerns held by nearby residents regarding aesthetic issues such as odor control, noise, lighting and utility. 5. The City's management and professional staff are well qualified and certified to manage, operate and maintain the System. 6. It is reasonable to assume that all required regulatory permits and/or governmental approvals shall be obtained in a timely manner for regulatory compliance and will be obtained prior to construction of the proposed Project and subsequently all necessary operating permits will be obtained for the completed capital improvements. 7. No material charges have occurred in the Project which will have a negative impact on the cost estimate for successful completion of the Project. 8. Proceeds from the Series 1997 Bonds will be sufficient for design, construction and implementation of the Project as described in the Report. 9. The useful life of the Project is in excess of the weighted life of the Series 1997 Bonds. 10. The adopted water and sewer rates are reasonable and sufficient to meet projected system operating expenses, estimate project cost recovery, debt service coverage for Series 1997 Bonds and renewal and replacement contributions. 11. Based on the analysis and evaluation contained in the Report, the capital fmancing of the City's proposed Project is economically feasible. . Q:\03177\B.4 34 November 25, 1996 HISTORICAL AND PROJECTED SCHEDULE OF NET REVENUES AND DEBT SERVICE COVERAGE The information in the following table sets forth the historical and projected Net Revenues of the System and debt service coverage. The historical data has been developed from data contained in the audited financial statements of the City for the fiscal years ended September 30, 1994, 1995 and 1996,-respectively. The projected revenues and expenditures for the fiscal year ended September 30, 1997 are based on the budgeted amounts determined and provided by the City. The projected revenues and expenditures for the fiscal years ending September 30, 1998, 1999, 2000 and 2001, respectively, were determined and provided by the City's Consulting Engineers. - Q:\03177\B.4 35 November25, 1996 WA I EK AND SI W ER SYSTEM HISTORICAL AND PROJECTED STATEMENT OF NET REVENUES OF THE SYSTEMS FOR YEARS ENDED SEPTEMBER 30, 1994-2001 CITY OF OCOEE, FLORIDA Actual-Audited Projected 1994 1995 1996 1997 1998 1999 2000 2001 Operating Revenues (1) Water Charges (2) $1,283,905 $1,741,711 $1,909,585 $1,925,290 $1,968,985 $2,004,029 $2,037,395 $2,071,761 Sewer Charges 1,610,972 1,775,997 1,875,421 2,055,399 2,158,106 2,239,450 2,318,794 2,399,138 Non-Operating Revenue 68,289 387,437 428,158 40,000 40,000 40,000 40,000 40,000 I Gross Revenue $2,963,166 $3,905,145 $4,213,164 $4,020,689 $4,167,091 $4,283,479 $4,396,189 4,510,899 Less: Operation and Maintenance Expense (Excluding Depreciation) $1,869,359 $1,914,065 $2,134,380 $2,572,880 $2,677,481 $2,784,580 $2,894,140 $3,009,906 o\ Net Revenue Available for - Debt Service $1,093,807 $1,991,080 $2,078,784 $1,447,809 $1,489,610 $1,498,899 $1,502,049 $1,500,993 Impact Fees (3) $649,875 $649,875 $649,875 $649,875 $649,875 $649,875 $649,875 $649,875 Annual Debt Service Series 1997 Bonds (4) $0 $0 $0 $700,000 $700,000 $700,000 $700,000 $700,000 Parity Bonds 649,875 649,875 649,875 649,875 649,875 649,875 649,875 649,875 Debt Service Coverage-Net Revenues Only 1.68x 3.06x 3.20x 1.07x 1.10x 1.l lx 1.l lx 1.11x Debt Service Coverage-Net Revenues and Impact Fees 2.68x 4.06x 4.20x 1.55x 1.59x 1.59x 1.59x 1.59x (1) Operating Revenues does not include any revenues from the provision of reclaimed water services. (2) Operating Revenues From Water Charges is shown net of Utility Tax. (3) Constitutes Sewer System Development Charges Bond Service Component and Water System Development Charges Bond Service Component. (4) Assumed interest rate of 5.65%. Sources: City of Ocoee Annual Financial Report for the years ended September 30, 1994, 1995 and 1996, respectively; 1997-2001 figures are based on projections by the City's Consulting Engineers, PEC/Professional Engineering Consultants, Inc. Q:1031771B.4 November 25, 1996 • LITIGATION There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 1997 Bonds or the pledge of the Pledged Funds or questioning or affecting the validity of the Series 1997 Bonds or the pledge of the Pledged Funds or the proceedings and authority under which they are to be issued and the Pledged Funds are pledged. Neither the creation,- organization or-existence-of the-City,nor-the-title of-the -- - --- present Mayor or commissioners or other officials of the City to their respective offices is being contested. The City experiences routine litigation and claims incidental to the--conduct of its • affairs and the operating of the System. The City carries substantial insurance for these exposures, and pending claims are defended by and, if necessary, are anticipated to be paid by the insurance carriers. There is no cause either pending or, to the best knowledge of the City, threatened against the City which may materially adversely affect the ability of the City to pay the Series 1997 Bonds or adversely affect the general financial condition of the City. LEGAL MATTERS Certain legal matters incident to the validity of the Series 1997 Bonds and the issuance thereof by the City are subject to the approval of-Bryant, Miller and Olive, P.A., Tampa, Florida, Bond Counsel, whose approving opinion will be printed on the Series 1997 Bonds. Certain legal matters will be passed upon for the City by Foley& Lardner, Orlando, Florida, City Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, Nabors, Giblin&Nickerson, P.A., Tampa, Florida. TAX EXEMPTION General The Internal Revenue Code of 1986, as amended, establishes certain requirements which must be met subsequent to the issuance and delivery of the Series 1997 Bonds in order that interest on the Series 1997 Bonds be and remain excluded from gross income for purposes of Federal income taxation. Non-compliance may cause interest on the Series 1997 Bonds to be included in Federal gross income retroactive to the date of issuance of the Series 1997 Bonds,regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 1997 Bonds and the other amounts are 3 7 Q:103177\B.4 November 25, 1996 to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The City has covenanted in the Resolution to comply with such requirements in order to maintain the exclusion from Federal gross income of the interest on the Series 1997 Bonds. In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under existing laws, regulations,judicial decisions-and-rulings;:interest-on the - - Series 1997 Bonds is excluded from gross income for purposes of Federal income taxation. Interest on the Series 1997 Bonds is not an item of tax preference for purposes of the Federal alternative minimum tax imposed on individuals or corporations; however, interest on the Series 1997 Bonds may be subject to the alternative minimum tax when any Series 1997 - - Bond is held by a corporation. The alternative minimum taxable income of a corporation • must be increased by 75%of the excess of such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment and the alternative tax net operating loss deduction). "Adjusted current earnings" will include interest on the Series 1997 Bonds. The Series 1997 Bonds are exempt from all present intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes. Except as described above, Bond Counsel will express no opinion regarding the Federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 1997 Bonds. Prospective purchasers of Series 1997 Bonds should be aware that the ownership of Series 1997 Bonds may result in collateral Federal income tax consequences, including (1) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 1997 Bonds, (2) the reduction of the loss reserve deduction for property and casualty insurance companies by 15% of certain items, including interest on the Series 1997 Bonds, (3) for taxable years beginning before January 1, 1996, the inclusion of interest on Series 1997 Bonds in. "modified alternative minimum taxable income" for purposes of the environmental tax imposed on corporations, (4) the inclusion of interest on the Series 1997 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (5) the inclusion of interest on Series 1997 Bonds in passive income subject to Federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, and(6)the inclusion of interest on the Series 1997 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for purposes of determining whether such benefits are included in gross income for Federal income tax purposes. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 1997 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL • 3 g Q:1031771B.4 November 25,1996 AND CORPORATE BONDHOLDERS. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. During recent years legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain Federal tax consequences resulting from the ownership of obligations that are similar to the Series 1997 Bonds. In some cases these proposals have contained provisions that altered these-consequences-on a-retroactive basis. Such alteration of Federal tax consequences may have affected the market value of obligations similar to the Series 1997 Bonds. From time to time, legislative proposals are pending which could.have an effect on both the Federal tax consequences resulting from ownership of Series ,1997 Bonds and their market value. No assurance can be given that legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 1997 Bonds. Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amounts of the Series 1997 Bonds maturing in the years through , inclusive, and in the year and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of Series 1997 Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue over the term of such Series 1997 Bonds at a constant interest rate compounded periodically. A purchaser who acquires such Series 1997 Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he holds such Series 1997 Bonds, and will increase his adjusted basis in such Series 1997 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Series 1997 Bonds. The Federal income tax consequences of the purchase, ownership and sale or other disposition of Series 1997 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of such Series 1997 Bonds should consult their own tax advisors with respect to the precise determination for Federal income tax purposes of interest accrued upon sale or other disposition of Series 1997 Bonds and with respect to the state and local tax consequences of owning and disposing of Series 1997 Bonds. 3 9 Q:\03177\B.4 November 25, 1996 UNDERWRITING William R. Hough & Co. (the "Underwriter") has agreed, subject to certain conditions, to purchase the Series 1997 Bonds from the City at an aggregate discount of $ , from the initial public offering prices set forth on the cover page of this Official Statement. The initial public offering prices set forth on the cover page of this Official Statement include--aggregate-original issue discount -of-$ - The - Underwriter's obligation is subject to certain conditions precedent, and they will be obligated to purchase all of the Series 1997 Bonds if any Series 1997 Bonds are purchased. The Series 1997 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 1997 Bonds into investment trusts) at prices lower than the public offering-prices- stated on the cover page hereof, and such public offering prices may be changed from time to time by the Underwriter. CONTINUING DISCLOSURE The City has covenanted for the benefit of Series 1997 Bondholders to provide certain financial information and operating data relating to the City and the Series 1997 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant shall only apply so long as the Series 1997 Bonds remain outstanding under the Resolution. The covenant shall also cease upon the termination of the continuing disclosure requirements of S.E.C. Rule 15c2-12(b)(5) (the "Rule")by legislative,judicial or administration action. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository (the "NRMSIRs") described in the Form of the Continuing Disclosure Certificate attached hereto as Appendix F, as well as any state information depository that is subsequently established in the State of Florida(the "SID"). The notices of material events will be filed by the City with the NRMSIRs or the Municipal Securities Rulemaking Board, and with the SID. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in"APPENDIX F-FORM OF CONTINUING DISCLOSURE CERTIFICATE," which shall be executed by the City at the time of issuance of the Series 1997 Bonds. These covenants have been made in order to assist the Underwriter in 'complying with the Rule. With respect to the Series 1997 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the aforementioned Rule. 40 Q:\03177\B.4 November 25, 1996 RATINGS Moody's Investors Service, Inc., Standard&Poor's Ratings Group and Fitch Investors Service, L.P. have assigned their municipal bond ratings of " ," " " and " " respectively, to this issue of Series 1997 Bonds with the understanding that upon delivery of the Series 1997 Bonds, a policy insuring the timely payment of the principal of and interest on the Series 1997 Bonds will be-issued-by - . Such ratings reflect only the views of the rating agencies, and an explanation of the significance of such ratings may be obtained from the applicable rating agency. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by such rating agencies, if in their judgment, circumstances so warrant. - - -- Any downward revision or withdrawal of such ratings may have an adverse effect upon the market price of the Series 1997 Bonds. FINANCIAL STATEMENTS The Water and Wastewater Fund Financial Statements for the fiscal year ended September 30, 1996 of the City of Ocoee, Florida, appearing in Appendix C to this Official Statement have been audited by McDirmit, Davis, Lauteria& Company, P.A., independent accountants, as set forth in their reports dated , 1996, which reports also appear as Appendix C hereto. FINANCIAL ADVISOR The City has retained First Union Capital Markets Corp. ("First Union"), Orlando, Florida, as financial advisor with respect to the issuance of the Series 1997 Bonds. First Union is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Florida law requires the City to make a full and fair disclosure of any bonds or other , obligations which it has issued or guaranteed and which are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served as a conduit issuer). The City is not and has not been in default as to principal and interest on nonconduit bonds or other debt obligations which it Q:\03177\B.4 41 November 25, 1996 has issued or guaranteed. The City has not served as a conduit issuer for bonds or other debt obligations. ENFORCEABILITY OF REMEDIES The remedies available to the-owners-of the-Series 1997-Bonds upon an-event of default under the"Resolutionand any policy of insurance referred to herein are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution,the Series 1997 Bonds and any policy of insurance referred to herein may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 1997 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy,reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates,whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 1997 Bonds. The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as a representation by the City or the Underwriter. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof. This Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or the Holders of any of the Series 1997 Bonds. 42 Q:\03177\B.4 November 25, 1996 CERTIFICATE AS TO OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized by the City Commission of the City. At the time of delivery of the Series 1997 Bonds to the Underwriter, the City will provide to the Underwriter a certificate (which may be included in a consolidated closing certificate of the City), signed by those City officials who signed this Official Statement,-relating to the accuracy and completeness of certain-materials in-this- Official Statement and to its being a "final official statement" in the judgment of the City Commission for the purpose of SEC Rule 15c2-12(b)(3). CITY OF OCOEE, FLORIDA By: Mayor 43 November 7\B.4 25, 1996 APPENDIX A GENERAL INFORMATION CONCERNING THE CITY OF OCOEE AND ORANGE COUNTY, FLORIDA • • Q:\03177\B.4 November 25, 1996 APPENDIX A GENERAL INFORMATION CONCERNING THE CITY OF OCOEE AND ORANGE COUNTY,FLORIDA THE FOLLOWING INFORMATION CONCERNING THE CITY OF OCOEE, FLORIDA, ORANGE COUNTY, FLORIDA AND THE ORLANDO METROPOLITAN STATISTICAL AREA IS INCLUDED ONLY FOR THE PURPOSE OF PROVIDING GENERAL BACKGROUND INFORMATION. THE INFORMATION HAS BEEN COMPILED ON BEHALF OF THE CITY AND SUCH COMPILATION INVOLVED ORAL AND WRITTEN COMMUNICATION WITH THE VARIOUS SOURCES INDICATED. THE INFORMATION IS SUBJECT TO CHANGE,ALTHOUGH EFFORTS HAVE BEEN MADE TO UPDATE THE INFORMATION WHERE PRACTICABLE. THE SERIES 1997 BONDS ARE NOT GENERAL OBLIGATIONS OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF OCOEE. General Description and Location The City of Ocoee, Florida(the "City")is a residential community in the western part of Orange County, Florida (the "County") and was incorporated in 1925. It is bounded on the west by Winter Garden, and on the south by Windermere, and has a land area of approximately 20 square miles, thus making it the second largest city in land area of the thirteen cities in Orange County. State Roads 50, 437 and 438 are major roads providing easy access to City residents. The Florida Turnpike, the East-West Expressway and State Road 50 all pass through the City limits. The planned Western Beltway will also be accessible within the City limits. As of April 1, 1996, the population of the City was estimated at 19,261. The City ranks third in population of the cities in Orange County. The average household income, as estimated by the West Orange Chamber of Commerce for West Orange County, is $47,900 and the median age of an Orange County resident is 32.5 years of age. A-1 Population The following table sets forth historical and projected population trends in the City of Ocoee, Orange County, and the State of Florida from years 1960 through 2010: City of Ocoee Orange County State of Florida Year Population Change _ __Population ____Change -- ---Population-------Change 1995 18,578 45.4% 758,962 12.0% 14,149,317 9.4% 1990 12,778 63.8 677,491 43.9 12,938,071 32.7 1980 7,803 98.2 470,865 36.8 9,746,424 43.5 1970 3,937 57.5 344,311 - 30.6 6,791,418 37.2 1960 2,500 .-- 263,540 -- 4,951,560 -- Projected 2010 34,835 70.2 928,562 19.9 16,761,774 15.3 2000 22,357 63.2 842,660 29.1 15,527,384 20.5 Source: U.S. Census Bureau; Population Studies Population Program, Bureau of Economic and Business Research, University of Florida; City of Ocoee. Government The City is governed by a Commission-Manager form of government. The four City Commissioners and the Mayor are elected on staggered two-year terms of office, who in turn appoint the City Manager. Listed below are the current Mayor and City Commissioners and their respective term expiration dates: Members Term Expires S. Scott Vandergrift, Mayor February 1997 Leon "Rusty" Johnson, Commissioner February 1997 Jim Gleason, Commissioner February 1998 Scott A. Glass, Commissioner February 1997 Scott Anderson, Commissioner February 1998 Police and Fire.Protection Approximately 53 law enforcement personnel and 35 fire protection personnel provide 24-hour police and fire protection. A-2 • Recreation The City has ten parks and an 18-hole public golf course. Major public recreational facilities include tennis courts, outdoor basketball courts, a football field, baseball fields and a BMX course, as well as several picnic areas, playground equipment, walking trails and boat launching facilities. A new multi-purpose recreational complex is in the planning stages to include a full-size gymnasium, soccer-and baseball/softball-fields, a municipal swimming pool and nature trails. The City has an active summer recreation program for children and many other organized sporting and leisure activities for all its citizenry. Budget Preparation Pursuant to Florida law, on July 1, the Property Appraiser of Orange County certifies the tax roll. On July 31,the City submits to the Property Appraiser the proposed millage as well as the date, time, and place of the first public hearing. The first public hearing on the budget is held by mid-September, at which time the City Commission reviews the recommended budget, making adjustments as it deems appropriate. By September 30, the budget is adopted by ordinance, and the millage rate and other revenues are set to fund the operating budget. Employee's Defined Pension Plan and Trust The City contributes to a defined benefit pension plan and trust. As of September 30, 1995, the plan was amended by separating the program into separate plans for general employees, police officers and firefighters. The assets were allocated as follows: General Employees $1,228,539 Police Officers and Firefighters $1,384,589 City Employees are required to contribute 5% of salary to the plan. The normal retirement benefit is 2% of average final compensation for each year of credited services. The normal retirement age is 60. Average compensation is based on the highest five (5) years of last ten (10) years of service. Benefits fully vest on reaching five (5) years of service. The plan provides death but not disability benefits. These benefit provisions and all other requirements are established by City ordinance. A-3 ECONOMIC SUMMARY Employment Prior to 1967, the Orlando Metropolitan Statistical Area("MSA") economy was based upon agricultural and citrus products, tourism, light manufacturing and industries relating to the space program at the Kennedy Space Center at Cape Canaveral.- Since 1967; construction- -- of Walt Disney World, EPCOT Center, Disney-MGM Studios, Sea World,Universal Studios Florida and other tourist attractions, together with increasing convention activity, have played an important part in the local economy. This has resulted in a larger percentage of • total employment in the Orlando MSA consisting of trade and service jobs as compared to the national average. Orange County Labor Force Estimates 1990-1996 Civilian Unemployment Rate Calendar Labor Orange State of United Year Force Employed Unemployed County Florida States. 1996* 437,031 420,210 16,821 3.8 5.3 5.5 1995 443,472 422,602 20,870 4.7 5.5 5.2 1994 426,155 401,471 24,684 5.8 6.6 6.1 1993 410,216 384,758 25,458 6.2 7.0 6.8 1992 398,327 368,940 29,387 7.4 8.2 7.4 *Preliminary figures as of June 1996. Sources: 1990-1994: Florida Statistical Abstracts; 1995-1996: Florida Department of Labor and Employment Security,Division of Labor, Employment and Training, Local Area Unemployment Statistics by County. A-4 Largest Employers in Orlando MSA Area 1996 Name of Employer # of Employees 1. Walt Disney World Co. 36,000 2. Orange County Public Schools 23,000 3. Publix Supermarkets, Inc. 10,480 4. Florida Hospital 8,523 5. Orlando Regional Healthcare System 7,131 6. Lockheed Martin _ 6,277 7. AT&T Information Systems 6,000 8. Seminole County Public Schools 5,733 9. Orange County Government 5,400 10. Winn Dixie Stores 5,374 Source: Economic Development Commission of Mid-Florida, Inc. Largest Employers in the City of Ocoee, Florida 1996 Name of Employer # of Employees 1. Health Central 529 2. Sysco Foods, Inc. 500 3. Florida Auto Auction 426 4. Publix Supermarkets, Inc. 325 5. Dillard's 305 6. Gayfer's 283 7. Sears 232 8. JCPenney's 190 9. Winn Dixie Stores 180 10. Wal-Mart 170 Source: City of Ocoee, Florida. In the City there are several major employers, including the Florida Auto Auction, Wal-Mart, the Holiday Inn, Certi-Fine Fruit Company, Inc., the Colony Plaza Hotel, Amber Electric, Sysco Foods, Inc., a large food distributorship, and Whitaker Oil Company, a chemical concern. The City's industrial base is diverse, ranging from stained glass artistry • to casket and burial vault production. A-5 • Personal Income Per Capita 1990-1994 Year Orange County State of Florida United States 1994 N/A $21,677 $21,809 1993 19,570 20,650 20,800 1992 18,861 19,664 20,137 1991 18,154 19,180 19,163 1990 17,916 18,692 18,696 Source: 1990-1993: 1995 Florida Statistical Abstract; 1994: City of Ocoee, Florida. Effective Buying Income January 1, 1996 Orange County State of Florida United States Average Household EBI $42,195 $39,205 $40,598 Median Household EBI 33,433 29,664 32,238 Per Capita EBI 15,910 15,495 14,965 Under 15,000 17.6% 22.6% 21.7% 15,000 - 24,999 17.8 19.1 17.0 25,000 - 49,999 36.6 34.0 33.8 50,000 - 74,999 18.0 15.1 17.6 75,000 and above 10.0 9.2 9.9 Source: Market Statistics, 1996 Demographics USA - County Edition. Education The Orlando area has four major institutions of higher learning: University of Central Florida (a four-year state university with an enrollment of more than 26,000 full and part- time students); Rollins College(the oldest four-year institution of higher learning in Florida, an independent, coeducational, liberal arts college with an enrollment of more than 1,400 day-time students and 3,000 total students); Seminole Community College (a two-year undergraduate institution with approximately 30,000 students annually); and Valencia Community College (the fourth largest of Florida's 28 community colleges, a two-year undergraduate institution covering six campuses with over 60,000 full and part-time • students). A-6 Public School enrollment for the 1995-1996 school year in Orange County was 270,899. Source: Economic Development Commission of Mid-Florida, Inc., 1996 Opportunity Orlando. Transportation The Orlando MSA is primarily served by Orlando International Airport ("OIA"), which is the 18th busiest domestic airport facility and-the 27th busiest world airport facility. OIA is the eighth largest port of entry for international visitors to the continental United States, accommodating more than 2.5 million passengers on international flights from Europe, Mexico, Canada, the Caribbean and Central and South America. Air passengers have increased from 18.4 million in 1991 to 22 million in 1994. OIA is the second largest airport in the country in terms of property size, ensuring room for continued expansion well into the next century. Thirty-one scheduled carriers serve OIA with 1,050 departures and arrivals daily, including direct and international flights. More than 100 U.S. and international cities are served by direct and nonstop flights from OIA, the most of any airport in Florida. In addition to scheduled airlines, more than 30 scheduled charter companies serve the Orlando MSA. The Orlando MSA is also served by three general aviation airports: Orlando Executive Airport, Orlando Sanford Airport and Kissimmee Municipal Airport. The Orlando MSA is also served by 35 common-carrier truck lines, most of which have local terminals and several parcel delivery and package express services covering Orange County and neighboring communities. Greyhound, Gray Line, Superior and Trailways Bus Lines offer charter, express and passenger services. Both passenger and freight rail systems provide service to the area. Amtrak currently operates two trains daily between New York and South Florida which travel through Metro Orlando. Amtrak stops at four stations in the area: Sanford, Winter Park, Orlando and Kissimmee. Rail passenger stations in the area are among the busiest in the southeast, with approximately 400 Amtrak passengers arriving and departing daily. CSX Transportation moves freight between north and south Atlantic points and connects with all major rail lines in the United States. Three major limited-access highways bisect the area: (1) Interstate 4 runs east and west across Florida from Daytona Beach and Interstate 95 on the Atlantic coast of Florida to Tampa and Interstate 75 near the Gulf coast of Florida; (2) Florida's Turnpike runs north and south from Interstate 75 near Ocala, Florida to Miami; and (3) Interstate 75, which extends through Georgia and the midwestem part of the United States. Other highways A-7 serving the area include U.S. Highways 441, 17-92, 27 and 192, as well as numerous state roadways and toll roads. The Bee Line Expressway(State Road 528) provides direct limited access to Kennedy Space Center, Port Canaveral and the beaches along the Atlantic coast of Florida. The East-West Expressway (State Road 408) expedites traffic through the metropolitan Orlando and is connected by full interchanges with Interstate 4 and with Florida's Turnpike. To address road transportation needs, four mid-Florida county governments have combined efforts to construct a 100-mile, limited-access beltway encircling metropolitan Orlando called the Central Florida Greeneway(the "GreeneWay"). More than half of the GreeneWay is in use. Most recently, portions were completed to Aloma Avenue and U.S. Highway 17-92 and from the Bee Line just east of Orlando International Airport to near State Road 536 in Osceola County's busy Disney area. The GreeneWay extension to I-4 west of U.S. Highway 192 is under construction and is slated for completion by the end of 1996. Other portions of the GreeneWay, including those in the western section of the region, are being planned. Public transportation is provided by 204 Lynx buses,run by the nationally recognized transportation system serving Orange, Seminole and Osceola Counties. Included in its regularly served 47 routes are stops at shopping centers, government complexes, schools, financial institutions, industrial and commercial centers and tourist attractions. The FreeBee, a no-cost bus service for those getting around in downtown Orlando, is also available. Another transit route circulating downtown begins construction this year. Source: Economic Development Commission of Mid-Florida, Inc., 1996 Opportunity Orlando and the City of Ocoee, Florida. Levy of Taxes Each year the County Property Appraiser is required to certify to each taxing authority, the aggregate taxable value of all property within the jurisdiction of the taxing authority, as well as the prior year's tax revenues, for use in connection with determination of the forthcoming budget and millage levy. In connection with such determination, the taxing authority must hold a public hearing in connection with the adoption of a tentative budget and millage levy and another hearing relating to adoption of the final budget and millage levy. A-8 City of Ocoee, Florida Property Tax Rates and Tax Levies Direct and Overlapping Governments 1993-1997 Millage Rates (per $1,000 of taxable value) Fiscal City of Orange School Year Ocoee County Board Total 1997 4.00 5.2889 9.177 18.4650 1996 4.00 5.2889 9.375 18.6630 1995 4.00 5.2889 9.324 18.6129 1994 4.00 5.2889 8.930 18.2189 1993 4.00 5.2889 8.930 18.2189 Taxes Levied and Collected City of Ocoee, Florida 1993-1997 Taxable Total % of Total Fiscal Assessed Tax Total Tax Collections Year Valuation Levy Collections Delinquent to Levy 1997 546,637,911 2,326,642 N/A N/A 1996 505,656,888 2,022,628 2,173,162 2,247 1995 469,310,003 1,877,240 1,803,405 -- 96.07 1994 424,437,664 1,697,751 1,647,742 1,753 97.05 1993 375,807,867 1,503,231 1,455,968 4,941 96.86 Source: 1993-1995: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended September 30, 1995; 1996-1997: City of Ocoee, Florida. A-9 City of Ocoee, Florida Schedule of Ten Largest Taxpayers September 30, 1996 Taxpayer Type of Business Valuation Percentage 1. GGP/Homart Inc. West Oaks Mall $15,489,250 3.0% 2. Oak Forest Partners, Ltd. Developer $ 9,600,006 1.9 3. Manhein Remarketing, L.P. Developer 9,405,293 1.8 4. Good Homes Plaza Shopping Center 9,302,171 1.8 5. Towne Square Associates Shopping Center 6,585,168 1.3 6. West Orange Health Care Districts Health Care 6,383,453 1.2 7. West Lake Partners, Ltd. Developer 6,151,569 1.2 8. Lake Olympia Square Shopping Center 5,306,914 1.0 Partnership 9. Sysco Corporation Food Distribution 5,051,752 1.0 10. Teachers Insurance & Annuity Investments 4,375,720 0.9 Total Taxable Assessed Value of 10 Largest Taxpayers 77,651,296 15.1 Total Taxable Assessed Value of Other Taxpayers 429,854,454 84.9 Total Taxable Value of All Taxpayers $507,505,750 100.0% Note: The West Oaks Mall, which on October 2, 1996, has an expected taxable valuation at build-out of approximately $138 million. Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended September 30, 1995. A-10 City of Ocoee, Florida Construction Property Value and Bank Deposits 1992-1996 Residential Construction" Bank Deposits(2) Number of Units (in thousands) Single- Multi- Property Savings Year Family Family Value Banks & Loans 1996 366 0 33,871,752 6,937,918 859,921 1995 331 0 28,836,036 6,147,414 828,351 1994 402 0 35,211,374 5,874,598 1,078,501 1993 411 0 36,188,257 5,743,997 1,133,135 1992 438 0 36,622,069 5,614,174 2,936,546 (1) Source: City of Ocoee Building Department (2) Source: Florida Bankers Association. 1992-1995 figures represent deposits for Orange County as of September 30 of such year; 1996 figures represent deposits as of June 30, 1996. • A-11 City of Ocoee, Florida Debt Statement September 30, 1996 General . Non-Self Self- Obligation Supporting Supporting Direct City Debt Debt Debt Debt Capital Improvement Revenue Bonds, Series 1991 due 10/1/2011 $2,205,000 Transportation Refunding and Improvement Revenue Bonds, Series 1990 due 10/1/2015 6,215,000 Stormwater Utility Bonds, Series 1996 $ 2,200,000 Water and Sewer System Refunding and Improvement Bonds, Series 1993 due 10/1/2017 7,850,000 Total Direct Debt $ -0- $8,420,000 $10,050,000 Overlapping Debt- Orange County Library District Library Refunding Bonds, Series 1993 $10,045,000 Total Overlapping Debt $10,045,000 % City's Share of Overlapping Debt 1.43% City's Share of Overlapping Debt $ 143,643 Total Direct and Overlapping Debt $ 143,643 $8,420,000 $10,050,000 Note: The City is in the process of securing a$4.4 million(15-year) loan secured by non-ad valorem revenues. Sources: City of Ocoee and Orange County, Florida. A-12 City of Ocoee, Florida Comparative Ratios of Bonded Debt September 30, 1996 1. 1996 Population 19,261 2. 1996 Total Assessed Valuation $581,660,537 3. 1996 Taxable Assessed Valuation $546,637,911 4. Direct and Overlapping General Obligation Debt Per Capita $7.46 5. Direct and Overlapping General Obligation Debt and Self-Supporting Debt Per capita $529.24 As a percent of total assessed valuation 1.75% As a percent of taxable assessed valuation 1.86% 6. Direct and Overlapping General Obligation Debt and Non-Self Supporting Revenue Debt Per capita $444.61 As a percent of total assessed valuation 1.47% As a percent of taxable assessed valuation 1.57% Source: City of Ocoee, Florida. A-13 APPENDIX B ENGINEERING REPORT OF PROFESSIONAL ENGINEERING CONSULTANTS, INC. Q:\03177\B.4 November 25, 1996 APPENDIX C COMBINED WATER AND WASTEWATER FUND FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED'SEPTEMBER 30, 1996 Q:\031771B.4 November 25, 1996 APPENDIX D • SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION Q:\03177\B.4 November 25, 1996 APPENDIX E FORM OF BOND COUNSEL'S LEGAL OPINION Q:1031771B.4 November 25, 1996 APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE Q:\03177\B.4 November 25, 1996 a APPENDIX G SPECIMEN COPY OF MUNICIPAL BOND INSURANCE POLICY Q:\03177\B.4 November 25, 1996 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Ocoee, Florida (the "Issuer") in connection with the issuance of $ Water and Sewer System Improvement Revenue Bonds, Series 1997 (the "Bonds"). The Bonds are being issued pursuant to Resolution No. adopted by the governing board of the Issuer on , 1996, as amended and supplemented (the "Resolution"). The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. • "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with, respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository, for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter"shall mean the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. "State Repository" shall mean any public or private repository or entity designated by the State as a state information depository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate,there is no State Repository. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the Issuer's fiscal year (presently ends September 30), commencing with the report for the 1996 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to (i) each National Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. 2 SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) an update of the following financial information and operating data from the Official Statement which are in tabular form: [Insert financial info to be updated] The information provided under Section 4(b) may he included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference. (c) a 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 that the Official Statement is dated. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: , 1. ' delinquencies in the payment of principal and interest on the Bonds; 2. non-payment related defaults; 3. unscheduled draws on the debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 3 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions to or events affecting the tax-exempt status of the Bonds; 7. modifications to rights of the Holders of the Bonds; 8. any call of the Bonds (other than scheduled mandatory redemption) or any acceleration of the maturity thereof; 9. defeasance in whole or in part of the Bonds; 10. release, substitution, or sale of property securing repayment of the Bonds; and 11. any change in the rating assigned to the Bonds or other obligations of the Issuer. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event,the Issuer shall as soon as possible, determine if such event would be material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with (i) each National Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository. Notwithstanding the foregoing, notice of Listed Events described in Sections 5(a)(8) and (9) need not be given under this Section 5 any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. SECTION 6. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. DISSEMINATION AGENT. The Issuer 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 Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. 4 SECTION 8. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business.conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of .the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer 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 any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. 5 ' SECTION 10. DEFAULT. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 11. DUTIES,IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or wilful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: , 199 (SEAL) ATTEST: Mayor City Clerk 6 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Ocoee, Florida Name of Bond Issue: Water and Sewer System Improvement Revenue Bonds, Series 1997 (the 'Bonds") Date of Issuance: , 199 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Section [8.02] of Resolution No. duly adopted by the Issuer on , 1996, as amended and supplemented, authorizing the issuance of the Bonds, and Sections 3 and 4(b) of the Continuing Disclosure Statement dated , 199_. The Issuer anticipates that the Annual Report will be filed by Dated: ISSUER By Name: Title: A-1 EXHIBIT B Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission: Bloomberg Municipal Repositories Kenny Information Services, Inc. P.O. Box 840 Attn: Kenny Repository Service Princeton, NJ 08542-0840 65 Broadway, 16th Floor (609) 279-3200 New York, NY 10006 FAX (609) 279-5962 (212) 770-4595 FAX (212) 797-7994 Thomson NRMSIR Attn: Municipal Disclosure Moody's NRMSIR 395 Hudson Street, 3rd Floor Public Finance Information Center New York, NY 10014 99 Church Street (212) 807-5001 New York, NY 10007 FAX (212) 989-2078 (800) 339-6306 FAX (212) 553-1460 Disclosure, Inc. Attn: Document Acquisitions/ Donnelly Financial Municipal Securities Municipal Securities Disclosure Archive 5161 River Road 559 Main Street Bethesda, MD 20816 Hudson, MA 01749 (301) 951-1450 (800) 580-3670 FAX (301) 718-2329 According to a Securities and Exchange Commission press release dated June 26, 1995, a list of names and addresses of all designated Nationally Recognized Municipal Securities Information Repositories as of any point in time is available by calling the SEC's FAX On Demand Service at (202) 942-8088 from a telecopier machine and requesting document number 0206. B-1 EXHIBIT B PRELIMINARY OFFICIAL STATEMENT EXHIBIT C MUNICIPAL BOND INSURANCE POLICY EXHIBIT D GUARANTY AGREEMENT EXHIBIT D GUARANTY AGREEMENT GUARANTY AGREEMENT dated as of , 19 by and between ,a public body corporate organized and existing under the laws of the State of (the -"Obligor"); and AMBAC INDEMNITY CORPORATION ("AMBAC"), a Wisconsin domiciled stock insurance company. WITNESSETH: WHEREAS,the Obligor has or will issue (the"Obligations");and WHEREAS,AMBAC will issue its Surety Bond(the"Surety Bond"), substantially in the form set forth in Annex A to this Agreement,guaranteeing certain payments by the Obligor subject to the terms and limitations of the Surety Bond;and WHEREAS,to induce AMBAC to issue the Surety Bond, the Obligor has agreed to pay the premium for such Surety Bond and to reimburse AMBAC for all payments made by AMBAC under the Surety Bond from Legally Available Funds, all as more fully set forth in this Agreement; and WHEREAS,the Obligor understands that AMBAC expressly requires the delivery of this Agreement as part of the consideration for the execution by AMBAC of the Surety Bond;and NOW, THEREFORE, in consideration of the premises and of the agreements herein contained and of the execution of the Surety Bond,the Obligor and AMBAC agree as follows: ARTICLE I DEFINITIONS; SURETY BOND Section 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, the terms which are capitalized herein shall have the meanings specified in Annex B hereto. Section 1.02. Surety Bond. (a) AMBAC will issue the Surety Bond in accordance with and subject to the terms and conditions of the Commitment. (b) The maximum liability of AMBAC under the Surety Bond and the coverage and term thereof shall be subject to and limited by the Surety Bond Coverage and the terms and conditions of the Surety Bond. (c) Payments made under the Surety Bond will reduce the Surety Bond Coverage to the extent of that payment, provided that the Surety Bond Coverage shall be automatically reinstated to the extent of the reimbursement of principal by the Obligor of any payment made by AMBAC. AMBAC shall notify the Paying Agent in writing no later than the fifth (5th) day following the reimbursement by the Obligor that the Surety Bond has been reinstated to the extent of such reimbursement Section 1.03. Premium. In consideration of AMBAC agreeing to issue the Surety Bond hereunder,the Obligor hereby agrees to pay or cause to be paid from Legally Available Funds the premium set forth in the Commitment. Section 1.04. Certain Other Expenses. The Obligor will pay all reasonable fees and disbursements of AMBAC's counsel related to any modification of this Agreement or the Surety Bond. ARTICLE II REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFORE Section 2.01. Reimbursement for Payments Under the Surety Bond and Expenses. (a) The Obligor will reimburse AMBAC, from Legally Available Funds within the Reimbursement Period, without demand or notice by AMBAC to the Obligor or any other person, to the extent of each Surety Bond Payment with interest on each Surety Bond Payment from and including the date made to the date of the reimbursement by the Obligor at the Effective Interest Rate. The Obligor agrees that it shall make monthly level principal repayments for each Surety Bond Payment during the Reimbursement Period. Interest on each Surety Bond Payment shall be paid monthly during the Reimbursement Period. To the extent that interest payments due hereunder are not paid on a monthly basis, or are not paid as each principal repayment is made, interest shall accrue on such unpaid amounts at a rate equal to the Effective Interest Rate. (b) The Obligor also agrees to reimburse AMBAC, from Legally Available Funds, immediately and unconditionally upon demand for all reasonable expenses incurred by AMBAC in connection with the Surety Bond and the enforcement by AMBAC of the Obligor's obligations under this Agreement together with interest on all such expenses from and including the date which is 30 days from the date a statement for such expenses is received by the Obligor incurred to the date of payment at the rate set forth in subsection(a)of this Section 2.01. Section 2.02. Allocation of Payments. AMBAC and the Obligor hereby agree that each repayment of principal received by AMBAC from or on behalf of the Obligor as a reimbursement to AMBAC as required by Section 2.01(a) hereof shall be applied to reinstate all or a portion of the Surety Bond Coverage to the extent of such repayment Any interest payable pursuant to Section 2.01(a)hereof shall not be applied to the reinstatement of any portion of the Surety Bond Coverage. Section 2.03. Security for Payments:Instruments of Further Assurance. To the extent,but only to the extent, that the Resolution, pledges to the Owners or any paying agent therefor, or grants a security interest or lien in or on any collateral property,revenue or other payments ("Collateral and Revenues") in order to secure the Obligations or provide a source of payment for the Obligations, the Obligor hereby grants to AMBAC a security interest in or lien on, as the case may be, and •pledges to AMBAC all such Collateral and Revenues as security for payment of all amounts due hereunder, which security interest, lien and/or pledge created or granted under this Section 2.03 shall be subordinate only to the interests of the Owners and any paying agent therefor in such Collateral and Revenues. The Obligor agrees that it will, from time to time, execute, acknowledge and deliver,or cause to be executed,acknowledged and delivered,any and all financing statements, if applicable,and all other further instruments as may be required by law or as shall reasonably be requested by AMBAC for the perfection of the security interest,if any,granted under this Section 2.03 and for the preservation and protection of all rights of AMBAC under this Section 2.03. Section 2.04. Unconditional Obligation. The obligations of the Obligor hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement, irrespective of (a) any lack of validity or enforceability of or any amendment or other modification of or waiver with respect to the Resolution or the Obligations; (b) any exchange, release or nonperfection of any security interest in property securing the Obligations or this Agreement or any obligations hereunder; (c) any circumstances which might otherwise constitute a defense available to, or discharge of,the Obligor with respect to the Obligations; (d) whether or not such Obligations are contingent or matured, disputed or undisputed, liquidated or unliquidated. ARTICLE III - EVENTS OF DEFAULT;REMEDIES Section 3.01. Events of Default. The following events shall constitute Events of Default hereunder: (a) The Obligor shall fail to pay to AMBAC any amount payable under Sections 1.04 and 2.01 hereof and such failure shall have continued for a period in excess of the Reimbursement Period; (b) Any material representation or warranty made by the Obligor hereunder or under the Resolution or any statement in the application for the Surety Bond or any report, certificate, financial statement or other instrument provided in connection with the Commitment, the Surety Bond or herewith shall have been materially false at the time when made; (c) Except as otherwise provided in this Section 3.01, the Obligor shall fail to perform any of its other obligations under this Agreement or hereunder,provided that such failure continues for more than thirty(30)days after receipt by the Obligor of notice of such failure to perform; (d) The Obligor shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a.timely and appropriate manner, any such proceeding or the filing of any such petition, (iii).apply for or consent to the appointment of a receiver, paying agent, custodian, sequestrator or similar official for the Obligor or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v)make a general assignment for the benefit of creditors, (vi)become unable, admit in writing its inability or fail generally to pay its debts as they become due or(vii)take action for the purpose of effecting any of the foregoing;or (e) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking(i)relief in respect of the Obligor,or of a substantial part of its property, under the United States Bankruptcy Code or any other Federal, state or foreign • bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, paying agent, custodian, sequestrator or similar official for the Obligor or for a substantial part of its property; and such proceeding or petition shall continue undismissed for sixty(60)days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for thirty (30) days. Section 3.02. Remedies. If an Event of Default shall occur and be continuing,then AMBAC may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due under this Agreement or any related instrument and any obligation, agreement or covenant of the Obligor under this Agreement; provided, however, that AMBAC may not take any action to direct or require acceleration or other early redemption of the Obligations or adversely affect the rights of the Owners. All rights and remedies of AMBAC under this Section 3.02 are cumulative and the exercise of any one remedy does not preclude the exercise of one or more of the other available remedies. ARTICLE IV SETTLEMENT AMBAC shall have the exclusive right to decide and determine whether any claim, liability, suit or judgment made or brought against AMBAC, the Obligor or any other party on the Surety Bond shall or shall not be paid, compromised, resisted, defended, tried or appealed, and AMBAC's decision thereon, if made in good faith, shall be final and binding upon the Obligor. An itemized statement of payments made by AMBAC, certified by an officer of AMBAC, or the voucher or vouchers for such payments,shall be prima facie evidence of the liability of the Obligor, and if the Obligor fails to reimburse AMBAC, pursuant to subsection (b) of Section 2.01 hereof, upon the receipt of such statement of payments, interest shall be computed on such amount from the date of any payment made by AMBAC at the rate set forth in subsection(a)of Section 2.01 hereof. ARTICLE V MISCELLANEOUS Section 5.01. Computations. All computations of premium, interest and fees hereunder shall be • made on the basis of the actual number of days elapsed over a year of 360 days. Section 5.02. Exercise of Rights. No failure or delay on the part of AMBAC to exercise any right,power or privilege under this Agreement and no course of dealing between AMBAC and the Obligor or any other party shall operate as a waiver of any such right,power or privilege,nor shall any single or partial exercise of any such right, power or privilege preclude any other or further • exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which AMBAC would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances,or constitute a waiver of the right of the other party to any other or further action in any circumstances without notice or demand. Section 5.03. Amendment and Waiver. Any provision of this Agreement may be amended, waived, supplemented, discharged or terminated only with the prior written consent of the Obligor and AMBAC. The Obligor hereby agrees that upon the written request of the Paying Agent, AMBAC may make or consent to issue any substitute for the Surety Bond to cure any ambiguity or formal defect or omission in the Surety Bond which does not materially change the terms of the Surety Bond nor adversely affect the rights of the Owners, and this Agreement shall apply to such substituted Surety Bond. AMBAC agrees to deliver to the Obligor and to the company or companies,if any,rating the Obligations,a copy of such substituted Surety Bond. Section 5.04. Successors and Assigns;Descriptive Headings. (a)This Agreement shall bind,and the benefits thereof shall inure to,the Obligor and AMBAC and their respective successors and assigns; provided, that the Obligor may not transfer or assign any or all of its rights and obligations hereunder without the prior written consent of AMBAC. (b) The descriptive headings of the various provisions of.this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. Section 5.05. Other Sureties. If AMBAC shall procure any other surety to reinsure the Surety Bond,this Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a direct right of action against the Obligor to enforce this Agreement, and "AMBAC," wherever used herein, shall be deemed to include such reinsuring surety, as its respective interests may appear. Section 5.06. Signature on Bond. The Obligor's liability shall not be affected by its failure to sign the Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the release of any indemnity, nor the return or exchange of any collateral that may have been obtained. Section 5.07. Waiver. The Obligor waives any defense that this Agreement was executed subsequent to the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to the Obligor's request and in reliance on the Obligor's promise to execute this Agreement Section 5.08. Notices. Requests. Demands. Except as otherwise expressly provided herein, all written notices,requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been given or made when actually received, or in the case of telex or telecopier notice sent over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as specified below or at such other address as either of the parties hereto or the Paying Agent may hereafter specify in writing to the others: If to the Obligor. > If to the Paying Agent: > If to AMBAC: AMBAC Indemnity Corporation One State Street Plaza 17th Floor New York,New York 10004 • Attention: General Counsel • Section 5.09. Survival of Representations and Warranties. All representations, warranties and obligations contained herein shall survive the execution and delivery of this Agreement and the Surety Bond. Section 5.10. Governing Law. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State. Section 5.11. Counterparts. This Agreement may be executed in any number of copies and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument. Complete counterparts of this Agreement shall be lodged with the Obligor and AMBAC. Section 5.12. SeverabiIity. In the event any provision of this;Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. IN WITNESS WHEREOF,each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. (Seal) Attest: By Title Title AMBAC INDEMNITY CORPORATION By Title ANNEX A- SURETY BOND ANNEX B DEFINITIONS • For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, all capitalized terms shall have the meaning as set out below. "Agreement" means this Guaranty Agreement. "AMBAC" has the same meaning as set forth in the first paragraph of this Agreement. "Collateral and Revenues" has the same meaning as set forth in Section 2.03 hereof. "Commitment" means the AMBAC Commitment for Surety Bond in the form attached hereto as Annex C. "Debt Service Payments" means those payments required to be made by the Obligor which will be applied to payment of principal of and interest on the Obligations. "Effective Interest Rate" means the lesser of the Reimbursement Rate or the maximum rate of interest permitted by then applicable law;provided, however, that the Effective Interest Rate shall in no event be less than the interest rate on the Obligations. • "Event of Default"shall mean those events of default set forth in Section 3.01 of this Agreement. "Legally Available Funds" means any moneys legally available to the Obligor for the payment of its obligations. "Obligations" has the same meaning as set forth in the second paragraph of this Agreement. "Obligor" has the same meaning as set forth in the first paragraph of this Agreement. "Owners" means the registered owner of any Obligation as indicated in the books maintained by the applicable paying agent,the Obligor or any designee of the Obligor for such purpose. The term "Owner"shall not include the Obligor or any person or entity whose obligation or obligations by agreement constitute the underlying security or source of payment for the Obligations. "Paying Agent" means "Reimbursement Period" means, with respect to a particular Surety Bond Payment, the period commencing on the date of such Surety Bond Payment and ending 12 months following such Surety Bond Payment. "Reimbursement Rate" means Citibank's prime rate plus two(2)percent per annum,as of the date of such Surety Bond Payment, said"prime rate"being the rate of interest announced from time to time by Citibank,New York,New York, as its prime rate. The rate of interest shall be calculated on the basis of a 360 day year. "Resolution"means "State"means the State of . "Surety Bond" means the surety bond issued by AMBAC substantially in the form attached to this Agreement as.Annex A. "Surety Bond Coverage" means the amount available at any particular time to be paid to the Paying Agent under the terms of the Surety Bond,which amount shall never exceed S . "Surety Bond Payment"means an amount equal to the Debt Service Payment less (i) that portion of the Debt Service Payment paid by the Obligor, and (ii) other funds legally available to the Paying Agent for payment to the Owners, all as certified by the Paying Agent in a demand for payment rendered pursuant to the terms of the Surety Bond. ANNEX C COMMITMENT AMBAC INDEMNITY CORPORATION WIRING INSTRUCTIONS Citibank N.A. ABA NO. 021000089 For.AMBAC Indemnity Corporation A/C No.40609486 Advise:Pamela Dottin(212)208-3308 ***Please indicate Policy Number on wire*** POLICY NUMBER CAN BE OBTAINED FROM AMBAC INDEMNITY'S CLOSING DEPARTMENT. CALL JANINE FEUDI AT(212)208-3301 Ise cuteacalion of the notice.trio retie• 1 v�a"c.,:•a• ''.V'.-�:•;y $lea. '.Chapterits 865.09,Floned$tat• t0i�rharna•*ant man to the LUP tee the fratOwnng the GOv efdng,Char gene n ent. 'net • utes,will reaNter with the Division ol NOTICE OF PUBLIC HEARING congest the General Sondes Oeptut eta.Seca r Corporations. Department of Stets. WINTER PARK'9 INTERNATIONAL The Orange County board of County '1.Trsct 6 to charge from Residential ono Floor;Orange Coonqq Adm,natrs•s 1p• State o1 Ronda ol redid el prod ol CORNER a Commissioners will conduct a public Low-Medium denstty to Residential Oon Center.201 South K•hsaknd Ass- Iris pudiw;ion of trite nonce.the Ike- under Mtid1 I expect 10 engage n tenet heamg on December 10,1996,at 3:30 Medium .. . nue.Odonde.Florida.or titterer*that • sous name,ro-.at 'Rees at 340 North Dent Awanwa'Wntar Pan-.rr as soon thereeRsr as pcssbae, 2.Tract 18toto density; from School/ Varmint:at. 00 a407:836•SS B36-- r GIFTS a MORE OF Pent 327�• in the County Comms,monrs'o Chars- Low Medium to Residentlsl Low-Me- 'a • .CENTRAL FLORIDA Thal Me parry irOvesled in said bus► bats.First Floor.Cornry AamrYstratron Blum,end tate acaddt arm be weds, Marta O.Haynie,Cooky C°mptroaa under When I meet to engage in Mai- Hess. erprcse are o,bspws: Ce new.201 South Rosalnd Avome,Or ed to Traci it As Ca*d Use mess at ' ' • JOSEPH G.IZOUIERDO yndo,Floc da.to cons der " Board of Cowry Cortntisssasen',,'`.,f Dated at Writer Park,Senwote Corr► ],Intend esebactu for all resWentlal 4311 N.O HIGHWAY 17 ;; A substanttat cher+ge rpunst by shall bs as Ioilowc � 'Fl • SAtJFORO,Fl. N.Florida November 12,1996. Roben T.Shuns.Welded Grove •: Front 20 am•Rear.20 feet,Side:5 1 70a - ' -• •24.199a, • That the nary Interested in said Dusi 1251074 NOV24,1996 North(aka Country Chase)Pre-• feet.Side Street 15 feat 4.The club- NOTICE OF PUBUC HEARING; rasa internist.,a asf000ws:' ' NOTICE UNDER FlCTTT1OUS llminary Subdivision, to delete house on Tract 24 and the dubhou se The Orange County Board of.County FERDINAND M.'MACON • NAME STATUTE the connection between Apopke villas on Tract 24A wit exchange loco- ComnuJsstoners will conduct a pubic MONIQUE A.WEEKS - TO WHOM iT MAY CONCERN Vineland Road and the property worts: rearing on December 10,1996,at 3:731 Dated at Orlando. Orange County, Hobe*is hereby given that the under• to the east vie Willow Wood 5.The Park on Tract 25 wit be relocated p.m..or as soon thereafter as possible. Fonda,Nov.20.1996 signed pursuant to the"Fi tous Name Street wrath.vniuld add two lots to Tract 10 writ Traci 25 being-no:ma in the County Commaslonere:'CRam- 01S1251084 NOV.24,1996 Stators'.Chapter 665.09,Florida Slat- to the subdivision and eliminate rated into Tract 9 as Residential Low bens.Fvst.Floor.Cantu Administration i We,.wilt register with the Divsion of the cul-de-sac at Willow Wood dormY, Center.201 South RosalindAvsnw.Ord • NOTICE UNDER FICTTTIOUS •NAME STATUTE' Corporations. Department of State. Street, to°road County e.lnlemat boulevards will here a 6loot tondo.Florida.to consider..' TO WHOM IT MAY CONCERN • State of Florida upon receipt d proof of • Code. • II,Section 34-27:on sidewalk on one side only,as wed as A request by FHB Properties.Inc, Norco as hereby given that the tasdetr the pubecaaon Of this nonce.the kit- property generally located east and ' 30-foot pavement widths to allow for to reuoee Ratae Commercial Dlo.r. taws name.10-wit west of tua- neIand Road and bike lanes:-• .Met C-1 (1980)and Industrial • S tutu tales*"to tlous Name ( )• Statute'.Chapter 865.09.Ronda Stat• FINE ONES DESIGN SERVICES south of Inver Star Road:District pursuant to Orange County Code. Park•DhMct (1.2/1J) (1957) to utes.will register with the Division of wider id kit I expect to engage in busi- 6:Sections 14 and 23,Township Chapter 30.Section 38-1207:on prop. Planned Development(PD)and. ' Corporations. Department of Store 'rhKs u 103E kieltUi Our Drive•Ono' State of Ronda upon receipt of pro0I04 0o. 2. Range 28: Orange County. erty generally located on Malaya Trail Nolte*•of Proposed Changed, Floridaea 327B•• Florida. e legal property do- approsima cosoe-quarterth tefy r and Woe-quarter(t (NOPC) to the Development•of e publication of this notice,t Vita That the party i Th nterested in said base scripece is on hie In the deco of 3/4) males south of Lake Underhill Regional Impart(DRI),on proper taus name,rawer rtess e terWue are as follows: the Compualer Cleat of the Board Road:-District 4:-SeCons 1 and 2. • ty generally located on the noM•.' CARDSERVICEINTER.NET ' URIE ANN MAU,IBERO of County Commissioners.201 S. Toavnstep 23 South.Range 31 East:Or- west corner of Southland BOuge- under I mod to engage n busi• Dated at Oviedo. Seminole County. Rosalnd Avenue.Fourth Flow:Or- ange County,Florida.(The legal prop- vend and Sand Lake Road:District ' Hess at which mod Perk Orin.Suite Ronda.November 12.1996. audio.Florida: 07-1336-7300.1 erty doscaPtwt is on file in the otkv of 6;Section 27 Township 23.Rome t40.Orlando.FL 32810. • S151251088 NOV.24,15913 All intwested parties oro invited to at- the Comptroller Clerk of the Board of 29:Orange County.Florida(The•; That Use party interested in said busi- NOTICE UNDER FlCTTTiOUS tend and be heard. If you have any County Commissioners,201 S.Rosal- legal property description is en-tie ness ererprse is as f000ws: NAME STATUTE questions regarding the public hear- adAvenue.Fouts Floor;Floor;Orlando.nor- in the office of rne•Complroller CAROSERVICE INTERNATIONAL TO WHOM if MAY CONCERN ' Mg,contact the Omega County Plan► Ida:407.8367300.) Clerk of the Board W County Corn- INC. Noses as hereby given tour the under. rang Department,407 838.5616. All interested partial aro invited to at- missioners,201 S.Rosaand Ave- Dated'at Orlando. Orange County. signed pursuant to the•Fc�..:iaa Name Any Person'mean()10 appeal arty deo- lend and be hoard. -II you have any ' nue.Fourth Floor:Orlando.Fonda:.; ' Florida.November ta.199G Statute'.Chapter 865.09.Ronda Stat• son made by the Board of County CuesG°ns rcgardxg the public hearxq. 40 7-836-7300. ' -• i 01E1251131 NOV.24,1996 utes,will register with the Division ol Commissioners at this meeting wilt contact the Orange County Planning NOTICE UNDER FICTTTIOUS Corporations. Department of State. need a record of ore proceedings.For Depanment 407-836.5600.- All interested one invited to•a NAME STATUTE Stale of Ponds upon recent of proof of that purpose.such person may need to My person wishing to appeal any 0eo• tend and be heard.If you have an$ TO WHOM IT MAY TATUTECONCERN the publication of Nis notice,the Rm. ensure that a verbatim record of the Sian made by the Board of County questions regerdIn the puerile hear- Nolice is g that wader. ,bus rune:tome p oceeta+gs is made.which record Err Commissioners at this meeting will Mg,contact the Orange County-Plan- • VISIBLE KEEPSAKES dudes he testimony and evidence ire- need a record of Iho proceedings.For ning Department 407.636-5600.': i Stgte'.Chia st to et the Florida wear weirs I aspect to engage in ousa o accordance hiktappeal Is 10 be acebased. web assume a verbatim retain eedt to �person washing to appeal Wry clod- , nest.et P.O.Box ea3668,Longwood, lion made by the Board of County uses.will register with the Division of FL 32752-066a Disabilties Act(ADA).if any person with as made,wnid1 record in. (l Corporations, Department of State. ,„,„, I b chides the commissioners a reo co at this meeting Fe State of Florida upon receipt of proof Ot That the intexasleo n said tousi a disability specials as de nod by. Aar. dudes O o eappeal and beevidencebased. LP- that arose, of the Fat the publication of this notice,the ticD •ness Cf11erprAR are A draws needs ntiesaccommodation then to par. On wlhieYt the appeal a to Dared. Out purpose,such person need to •h1AAY DEANS tidpate n this proceeding.then not tat• to a°rordmce wets the Americans with ensure meta verbatim record•°I the tours name.to-wit Dated at Casselbony.Senate Cove er than two(2)business days prior to DwDlNes Act(ADA).If any person with on:o Oiftgs is made,whist record tea. FLORIDA HOSPITAL EAST ORLANDO tfyy Florida.Horombw 19.1996 Ile proceedcW,tna1 person should nut a disability as defined by the ADA moos Use sno evidence up. urea wac h I expectto inDuv •SLS1251102 NOV24,1996 the General Services Department Sec• needs special accommodation to par• on mach ate co a to be eased.' Hess at 7727 Lake Underlie Dnvo,Or- NOTICE UNDER FlCTTTIOUS end Floor.Otango County Administra• uapale in Oasaccordance win me Americana wi h • l °.Florida 32�• lion Center.201 South Rosalind Ave- en than two(2 business days prior to DisaDdgiee Act(ADA).N any person ma - That the party interested in said Dust • NAME STATUTE nue.0.'lando.Florida.or telephone that trio proceeding.that person sriould vonf ness enterprise is as teems: TO WHOM IT MAY CONCERN • department at 407.836-5500 or 836- the General Services De Sec- a e saspec as defined •the Aar. ADVENTIST HEALTH SYSTEM/SUN- Notice is hereby given that the wider- py Air ui needs at this accommodation to par. BELT.INC. Signed pursuant to the•F,ct ous Name 7372. ton Cow.Orange South Rosalind AOmnave- ocpato n ws men not al• Marina O.Haynie.and 01 Comp con non Center,20O Southon Ave- m than two(2 business'days prior to Dated at Orlando. Orange County. Statute.Chapter 865.09.Florida Seat- As Clerk of the Board of County Corr sue.Orlando.Florida.or telephone that the Oat person she vies Florida.November 13.19'36. utes.will register with the Division o1 mrss,wers department at 407.8365500 or 836 :no GeneralG��Sences Department Sec• O1S1251391 NOV.24.1996 Corporations. Department of State. and Floor.Orange Coun Admaastra- State of Florida upon receipt of proof of On o County.Fronds 7372. ty NOTICE UNDER FICTITIOUS the publication of this notice.the rice- NAME 32492 nOV.24.1996 Manna O.Haynie.Canty Comptrpstt lion Center,201g South Rosalind Ave NAME STATUTE uous name.to-vat NOTICE OF PUBLIC HEARING As Caen(of the Board o County Can- ue.Orlando.Ronda or telephone vial TO WHOM IT MAY CONCERN GROVEVIEW VILLAS APARTMENTS The Orange County Board of County Ossroo C department at 407.8365500 or 1136 7372. Noaco is homy given that the under- under which we are engaged n bus,. COmYnissioners will conduct a public 0�adga 2976 Ronda • Marti sired Dumont to Ono'Flottroue Name ness at 13411 Grovewe Way.Sanford. hearing on December 10. 1996.at 2 OLSt232976 NOV.24.1596 mama 0.►ado.County gter' Statute'.Chapter 865.09.Florida Stat- at 32773 p.m.,a as span thereafter as possible. NOTICE OF PUBUC HEARING As Clerk of the ' ides.visa reeaster with the Division of That pia parry interested in said bust• in the County Commissioners'Clam• The Orange County Board of County Bear0 et Covey orvnss'°^era Corporations. Department of Slate. nese en irons°is as wows; bets.First Row.County Aam restran°n Commissioners wJ conduct a public OeCounty.Florida ' State of Fonda upon remit of proof of GROVEVIEW UNITED Center.201 South Ros land Avenue.On nearing on December 10,1996.at 3:30 OLS1233751 NOV.24,1999 the publication of this notice,the rat- 1637 East Vine St.Siete E tondo.Florida.to consider, p.m..or as soon thereafter as posSble. NOTICE OF PUBUC HEARING 1 sous name.to-wit lasssnvnee.Fldrgi 34744. A permit application renewal by in the County Commissioners'Chant- • • CITY OF OCOEE CAR•O-VAN COLLISION CENTER Dated at Sanford,Seminole County, Praise!ABC,Whlsporwood to fill • bets,Fast Boor.County Adnvustrabon Notice a•herebygreen p rsuant to th4 under which it is engaged In business Ronda November IS.1996 and dredge portions of two nest. Center.201 South Rosafrid Avenue,Or- Charter of the CI d Ocoee.Florida. at 2733 Sher Star Road,0rtvhdo.Floe- OL.S1251111 NOV.24.1596 ingg barrow pit lakes under trio Woo.Florida.to°ormder. • that the Board el commissioners at de 32604,. • Lakeshore Protection Ordinance The Waterford Lakes Planned Da- a session to to held commissioners 3.1996. That the parry interested in said tarsi- according to Orange County Code. veloprnent/Trect N-23 Preliminary at 7:30 pan-car➢herd a Phmra Mminq noss CAR-C� Wows: capers •PU r it H SING Chanter 15.Arse VI,on property SubdMslon Plan,su°mwed in a°- al the Ocoee City Hal.150 North Lake bpi,, 1 I. NOTICES adjacent to WAlsperwood Lake cordance with Chapter 65.2015, shore Dale.Ocoee.Florida in order to ea- Dated at Orlando. Orange County, and an unnamed pond.generally Laws of Florida,and Article VI of consider the issuance o1 a not to ea- D D Florida.November Oran, tocateo at'the southwest corner of the Orange County Subdivision coed 512.000.000 Water and Sewer Flor1a NOV.2a.t996 Notice of Intent to use the Uniform John Young Parkway and Central - Regulations:on generally System Revenue Bonds.Series 1997 to Method for Collection of Non-ed veto- Florida Parkway: District 1: Sec- located south cf S.R.SO and east finance the mrstnxmn and certain,err NOTICE UNDER FlCTTTIOUS rem mints: On December Iron 9.Townsls,p 24 South.Range of Alataya Trail:District 4:Set.Yai htrovemena to the combined water and NAME LAW 2,1996,®2 p.m.,or as soon trereat:er 29 East Orange County.Florida. 26. Township 22, Range 31; Or. sewer systems. NOTICE IS HEREBY GIVEN,Under as the matter may be heard,the City (The legal property description is anger County,Florida. (The legal Interested parties may napes:at thb Chapter 90-267,that the undersigned. Council of the City of Orlando.Florida on rile in trio°r'ice of the Comptro4 property dtsaption a on ale in the meeting and be heard wart respect to desiring to engage in buisnoss under will(told a public hearing in Council lee Clerk of the Board of County • office of the Cort+ptroner Clerk of the proposed act i.A dopy of the era- the Fictitious Name ol POINTE VISTA Chambers.City Hail.2nd Fla.400 5. Commissioners,201.S. Rosalind the Board of County Commission- posed octlat may be examined at City APARTMENTS Located at 5455 Oran o Ave.,to consider the adoption Avenue. Fourth Floor; Orlando, ens, 201 S. Rosalind Avenue. Hall, 150 N.Lakeshore-Dane.Ocoee, POINTE VISTA CIRCLE in the City of of a Resolution of ireent to use use um- Florida,40743367300.) Fauth Floor,Orlando,Florida;407- Florida between the hours of 8:00 am. f ORLANDO.ORANGE County,Florida. term method for collection'of nonad All interested pastes are invited to at- 835-7300.) and 5:00 p.m..Mondry through Friday' intends to register the said name with val°ran asscssmens as aues°rued by tend and be heard. II you have any All interested parties are invited to at. You are advised that if a person do- ate Divrsaon of Corporatons of trio Oo- Section 197.3632 Ronda Statutes.This questions regarding the public hear. tend and bo heard. If you have any odes to appeal any deasion made with prurient of State. non-ad valorem special assessment wit Ing,contact the Orange County Env/- questions regarding the public hear- respect to any matter considered at Dated at Tallahassee. Florida. this bo levied for the Erse time.Suds Resokr ronmental Protection Department. frig,contact the Orange County Pub- such hearing,he or she wet need a met- the 19T11 day of NOVEMBER.1996. ton Wi)state the need for the levy a 407436-7400. tic Works Walden,407-8367158. • f cord of proceedings and for such pun• OWNERS: wad,in the form of an weal.cumin a Any person wohing to aaPealrty a de - Any person wsr+ng to appeal arty dco Peso may Hoed to ensure that a venue POINTE VISTA LTD. • legal description of the boundaries of sion made by the Board of County son made by the Board.of County tam record of the proceeding is madd. OLS1251419 NOV.24,1998 real property subject to the levy.All in. Commissioners at this meeting will Commissioners at this meeting w,4 which record inctoes the testimony and NOTICE UNDER FOCTTTiOUS terested persons may appear a be need a record of ate proceedings.For need a record of the pr°ceeeargs.For evidence upon which the appeal is NAME LAW hoard the use of tM wsibnn Ohal purpose.such person may need to that purpose.watt person may need to based.Persons won disab,Goe3 need. NOTICE IS HEREBY GNEN,Under Readied for collection of such non-ad ensure that a.verbatim record of the ensure that a verbatim record of the n9 assistance to particwto in any al Chapter 90.267,that undersigned. val0rorn asscssmdnts.The Cy Counol proceedings is made.wteidt record n• proceedings is made,which record in- these proceedngs should contact the des ring to engage in the candor cow hereby provide Notice.pursuant dudes the tesomony and evidence up- chuees the tesarrhorty and cadence up City Clerk's dace 48 non.ra.n advance .Ono Ficboua Name W RUBIN BROTM- to Section 197.•taal7(3)(a).Florida Stat- on wilds the appeal a to be based, on witch tie al 'f is to be based. of the meeting at(407)656-2322.'.',z a. us ERS Located at 4424 SEABOARD es•of as'intent to use them In umtoraccordance with the Amen wit h th In amorOance wail the Atheneum with Jean Grafton.Cal Clerk • ROAD in the C y of ORLANDO.OR- method for c oeection of non-ad valorem Disabilities Act(ADA)),d anyperson with onatv.Ies Act(ADA).d arty person wmt November 24,1996 ANGE Crxny,Florida.vkexhas lo edge asseansents for the cost 01 design, a disability as defined by the ADA a disability as defined by the ADA`OL51248778. NOV.24.1996, ter the said name da.wit the isDi tO re of t&other°aortal protect ex• needs special accommodation to par- needs special accommodation to par- NOTICE OF PUBUC HEARING ter the sa of the OoeDnmeot of P a costs associated with the is- bopato in that proceeding,then riot at. tiooato in this then not tat- CiTY OF OCOEE - i CCove nuance of debt obligations as as such er than two(2)business days prior to er than two(2 business days prior to stows is pirsuar+t VS Ore Dated at is ltnassee. Florida.this costs relate to a road Ireenmago n the the proceecing,that person sriotdd visa •the proceeding.Out person snofd0 van Charter of the C of O°000,Florida One 19THof NOVEMBER.1996. wanly of Interstate Highway a a Can- the General Sermon Department Sec- the General Saves Department Sec• that Use Board of Cornnticvon ers at dayroy Road.The benefit area potentially oral Floor.Orange County Adm.n,sua• and Floor.Orange County Administra- a session to be held December 3,1996. OWNERS: wbjed to the special assessment con- ton Center.201 South Rosalind Ave- lion Cantor.201 South Rosalind Ave- RUBIN BROTHERS.INC. saes of pandis wmtrn the City nue.Ohaoo.Florida.or telephone that nue.(Maxie.Florida.or teleprh°rte that ar 7:30 p.m,via told a Pudic Hearng OLSI251422 NOV.24.1996 gamer of the Ocoee Im Hag.150 NoM lakto limas in the vicinity 01 the road Inter- department at 407.8365500 or 836 department at 407.8365500 Or 836 shhoro Done,C1t-n e.Florda in order to NOTICE UNDER FlCTTTiOUS Wang°.as such area is more part u- 7372. 7372 consider a resolution autoriung•the Name.STATUTE tarty identified in the legal description Martha O.Hae.County Compuoler MaNa O.Hark..Canty Compeer ter eamad,and d0L-eery 0 a tout agree,. TO WHOM IT MAY CONCERN attached to the Resolution of intent. As Clerk of ate BoardCounty of Corn- As Clerk of the Board of County mom m and pryrti ut ssory te•urost awe and ate ash a t w wasting oa trioany•FicaD Nam e ne made by the Cite n ouol win respect Orange Cnty.Florida•• Orange County.Florida Statute'.Chapter 865.09.Florida Slat- to any matter reterig to the candor- OLSt23253Ja NOV24.1996 OLa1233O11 NOV24.1596 • •Caseoaed la one paps •- hi .