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p S AT LAW
CHICAGO T POST OFFICE BOX 2 193 SACRAMENTO
DENVER ORLANDO, FLORIDA 3 280 2-2 1 93 SAN DIEGO
JACKSONVILLE I I I NORTH ORANGE AVENUE. SURE I BOO SAN FRANCISCO
LOS ANGELES ORLANDO, FLORIDA 32001-2386 TALLAHASSEE
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prosenthal@foleylaw.com 020377-0107
MEMORANDUM
TO: The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City Attorney
DATE: February 2, 1999
RE: Resolution No. 99-06 Supplementing and Amending Resolution No. 99-04
With Respect to the City of Ocoee Capital Improvement Refunding Revenue
Bonds, Series 1999
Subsequent to the adoption of Resolution 99-04, the City was advised by Financial
Security Assurance, Inc. ("FSA"), the Bond Insurer, that certain additional information
needed to be contained in Resolution No. 99-04 in order to insure the City of Ocoee Capital
Improvement Refunding Revenue Bonds, Series 1999. A condition of the Bond Purchase
Contract is that the City comply with the requirements of FSA. Accordingly, Bond Counsel
has prepared the attached Resolution which is supplemental to and amends Resolution 99-04.
RECOMMENDATION:
It respectfully is recommended that the Mayor and City Commissioners adopt
Resolution 99-06 and authorize the Mayor, City Clerk and other staff as indicated in the
Resolution to execute any and all documents required to affect the transaction.
/jh
006.126124.1
ESTABLISHED 1842
A MEMerR OF GLOBALE%WITH MEMBER OFFICES IN BERLN,BRUSSELS,DRESDEµ FRANKFURT,LONDoµ SINGAPORE,STOCXXOLM AND STUTTGART
RESOLUTION 99-06
A RESOLUTION AMENDING AND SUPPLEMENTING
RESOLUTION 99-04 REGARDING THE ISSUANCE OF
$11,405,000 CITY OF OCOEE, FLORIDA, CAPITAL
IMPROVEMENT REFUNDING REVENUE BONDS, SERIES
1999; PROVIDING FOR CERTAIN TERMS REQUESTED BY
FINANCIAL SECURITY ASSURANCE, INC., THE BOND
INSURERS PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Ocoee, Florida (the "Issuer"), has by Resolution 99-04 adopted
on January 19, 1999 (the "Resolution"), authorized the issuance of the City of Ocoee, Florida,
Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Bonds") to finance the
refunding of the Refunded Bonds and the Initial Project (as defined in the Resolution); and
WHEREAS, the municipal bond insurer for the Bonds, Financial Security Assurance,
Inc., has now requested that the Issuer amend and supplement certain terms of the Resolution;
and
WHEREAS, the Issuer now desires to comply with the Bond Insurer's request in
connection with the issuance of the Bonds; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF OCOEE, FLORIDA:
SECTION 1. All capitalized terms as defined herein shall be as defined in the
Resolution.
SECTION 2. The Issuer shall receive the prior written consent of the Insurer prior to the
issuance of any Variable Rate Bonds secured by the Sales Tax Revenues.
SECTION 3. The Insurer shall be considered a third party beneficiary under the
Resolution, including but not limited to Section 8.04 thereof, and all the provisions of the
Resolution both expressed and implied.
SECTION 4. Notwithstanding the provisions of Section 6.01(c) of the Resolution, no
grace period for a covenant default of the Issuer shall exceed sixty (60) days unless the Issuer has
received the prior written consent of the Insurer.
SECTION 5. With respect to the provisions of Section 4.05(A)(4) of the Resolution, the
Issuer shall receive the prior written consent of the Insurer (i) prior to the deposit in the Reserve
Account of any surety bond, letter of credit, guaranty or other such instrument in lieu of the
required cash deposit to meet the Reserve Account Requirement, and (ii) prior to accumulating
the Reserve Account Requirement over time rather than funding the Reserve Account in full upon
the issuance of such Additional Bonds.
SECTION 6. Prior to adopting any Supplemental Resolution, other than one approving
the issuance of Additional Bonds as permitted by Section 5.02 of the Resolution, the Issuer shall
receive the written consent of the Insurer.
SECTION 7. Copies of any modification or amendment to the Resolution, except for
the Resolution 99-06, or any other related document shall be sent to Standard & Poor's Ratings
Services and Moody's Investors Service, Inc. at least 10 days prior to the effective date thereof
SECTION 8. In addition to the other terms and conditions in Section 8.01 regarding the
defeasance of the Bonds, the Issuer shall cause to be delivered (i) a report of an independent firm
of nationally recognized certified public accountants or such other accountant as shall be
acceptable to the Insurer ("Accountant") verifying the sufficiency of the escrow established to
pay the Bonds in full on the maturity or redemption date ("Verification"), (ii) an escrow deposit
agreement (which shall be acceptable in form and substance to the Insurer), and (iii) an opinion
of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding'
under the Resolution each Verification and defeasance opinion shall be acceptable in form and
substance, and addressed, to the Issuer, the Paying Agent and the Insurer. In the event a forward
purchase agreement will be employed in the refunding, such agreement shall be subject to the
approval of the Insurer and shall be accompanied by such opinions of counsel as may be required
by the Insurer. The Insurer shall be provided with final drafts of the above-referenced
documentation not less than five business days prior to the funding of the escrow for the Bonds.
SECTION 9. In addition to the other terms of Section 5.10 of the Resolution, regarding
the Reserve Account Insurance Policy the terms of this section shall apply. Any cash or
investments in the Reserve Account shall be utilized to pay debt service on the Bonds, if
necessary, prior to any draw upon the Reserve Policy. The payment of any Policy Costs should
be made by the Issuer before the replenishment of any cash amounts so used. If, and in addition
to the Reserve Policy, any other reserve fund substitute instrument ("Additional Reserve Policy")
is provided, drawings under the Reserve Policy and any such Additional Reserve Policy, and
repayment of Policy Costs and reimbursement of amounts due under the Additional Reserve
Policy, shall be made on a pro rata basis after applying all available cash in the Reserve Account
and prior to replenishment of any such cash draws, respectively.
SECTION 10. This Resolution shall take effect immediately upon its adoption.
[Remainder of page intentionally left blank.]
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PASSED AND ADOPTED by the City Commission of the City of Ocoee, Florida, on
this 2 day of February, 1999.
ATTEST: APPROVED:
CITY OF OCOEE, FLORIDA
By: By:
Name: Jean Grafton Name: S. Scott Vandergrift
Title: City Clerk Title: Mayor
FOR USE AND RELIANCE ONLY APPROVED BY TILE OCOEE CITY
BY THE CITY OF OCOEE, COMMISSION AS AN EMERGENCY
APPROVED AS TO FORM ITEM AT A MEETING AS HELD ON
AND LEGALITY, THIS 2'DAY AS HELD ON FEBRUARY 2, 1999.
1999.
FOLEY & LARDNER
By:
Name: Paul E. Rosenthal
Title: City Attorney
AND BY:
BRYANT, MILLER AND OLIVE, Y.A.
By:
Name: Grace E. Dunlap
Title: Bond Counsel
i'SONDSs22ss.vx„m.-w
vmwa Z 1999
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