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2020-011 Capital Improvement Revenue Bonds, Series 2020
RESOLUTION NO. 2020-011 A RESOLUTION OF THE CITY OF OCOEE, FLORIDA, SUPPLEMENTING RESOLUTION NO. 2017-005 ADOPTED ON MARCH 21, 2017; AUTHORIZING AND APPROVING THE ISSUANCE OF NOT TO EXCEED $13,500,000 CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 FOR THE PURPOSES DESCRIBED HEREIN; AUTHORIZING THE SALE THEREOF TO RBC CAPITAL MARKETS, LLC, AND DELEGATING TO THE CITY MANAGER THE AUTHORITY TO AWARD THE SALE OF THE BONDS TO SUCH UNDERWRITER PURSUANT TO A NEGOTIATED SALE SUBJECT TO THE CONDITIONS AND TERMS SET FORTH HEREIN AND IN SUCH PURCHASE CONTRACT; APPROVING THE FORM OF SUCH PURCHASE CONTRACT, THE PRELIMINARY OFFICIAL STATEMENT AND THE CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH PURCHASE CONTRACT, THE FINAL OFFICIAL STATEMENT AND SUCH CONTINUING DISCLOSURE CERTIFICATE; APPOINTING A PAYING AGENT AND REGISTRAR; AUTHORIZING OTHER REQUIRED ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission") of the City of Ocoee, Florida (the "Issuer")has, pursuant to a resolution adopted on March 21,2017(the "Master Resolution" and, as supplemented hereby, the "Resolution"), previously issued its $39,415,000 City of Ocoee, Florida Capital Improvement Revenue and Refunding Bonds, Series 2017 (the "Series 2017 Bonds") for the purpose of, among others, financing the Cost of the Initial Project; and WHEREAS, the Commission now desires to adopt this resolution in order to provide for the issuance of its not to exceed $13,500,000 Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds") in order to provide additional proceeds to finance the Initial Project (particularly, the completion of the City Hall Relocation portion of the Initial Project, as further described in the Preliminary Official Statement attached hereto as Exhibit B (the "2020 Project")); and WHEREAS,RBC Capital Markets,LLC(the"Underwriter")has indicated that it is willing to enter into the hereinafter defined Purchase Contract with the Issuer pursuant to which the Underwriter will agree to purchase the Series 2020 Bonds; and WHEREAS, due to the present volatility of the market for tax-exempt public obligations such as the Series 2020 Bonds, the need to access such market very quickly, the willingness of the Underwriter to purchase the Series 2020 Bonds at interest rates favorable to the Issuer, and the critical importance of timing of the sale of the Series 2020 Bonds, the Issuer has determined to sell the Series 2020 Bonds through a negotiated sale to the Underwriter, and it is hereby determined that it is in the best interest of the public and the Issuer to delegate to the City Manager or his designee the authority to fix the final details of the Series 2020 Bonds, based upon the advice of the Financial Advisor and the Issuer's Finance Director, and accept the offer of the Underwriter to purchase the Series 2020 Bonds at a negotiated sale pursuant to the terms of a Purchase Contract, the form of which is attached hereto as Exhibit A (the "Purchase Contract"), if certain conditions set forth in this resolution are satisfied; and WHEREAS, prior to acceptance by the Issuer of the offer of the Underwriter to purchase the Series 2020 Bonds, the Underwriter will provide the Issuer with all applicable disclosure information required by Section 218.385,Florida Statutes,to be attached to,or otherwise included as part of, the Purchase Contract; and WHEREAS, the Series 2020 Bonds are being issued to (i) finance and/or reimburse all or a portion of the Costs of the 2020 Project, and (ii) paying certain costs of issuance of the Series 2020 Bonds; and WHEREAS, the Issuer has determined it to be in its best interests and to serve a public purpose to provide in this resolution for the issuance of the Series 2020 Bonds for the purposes heretofore stated, and this resolution shall constitute a Supplemental Resolution for purposes of the Master Resolution; and WHEREAS, the Series 2020 Bonds will be secured by a lien on the Pledged Funds on a parity basis with the Series 2017 Bonds and, upon issuance of the Series 2020 Bonds, the Pledged Funds will not be pledged or encumbered in any manner except in favor of the Series 2017 Bondholders and the Series 2020 Bondholders, in accordance with the terms of the Master Resolution; and WHEREAS, in connection with the offering and sale of the Series 2020 Bonds, the Issuer desires to approve the distribution of the Preliminary Official Statement, a form of which is attached hereto as Exhibit B, and delegate to (i) the City Manager the authority to deem the Preliminary Official Statement"final"for purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), and (ii) the Mayor and City Manager the authority to execute and deliver a final Official Statement with respect to the Series 2020 Bonds (the "Official Statement"); and WHEREAS, following the receipt of bids from various financial institutions and the recommendation of the Financial Advisor, the Issuer desires to appoint Regions Bank, Jacksonville, Florida, as registrar and paying agent with respect to the Series 2020 Bonds (the "Registrar and Paying Agent") and approve the form of and authorize the execution and delivery of a Registrar and Paying Agent Agreement, a form of which is attached hereto as Exhibit D (the "Registrar and Paying Agent Agreement"); and 2 WHEREAS, in connection with its continuing disclosure obligations under the Rule, the Issuer desires to approve the form of, and authorize the execution and delivery of, a Continuing Disclosure Certificate,a form of which is attached hereto as Exhibit C(the"Continuing Disclosure Certificate"); and NOW, THEREFORE, BE IT RESOLVED by the Commission of the City of Ocoee, Florida, that: SECTION 1. Authority for this Resolution. This resolution is adopted pursuant to the provisions of the Act and the Master Resolution. SECTION 2. Definitions. All capitalized undefined terms used herein shall have the meanings ascribed thereto in the Master Resolution or in the recitals above. In addition, the following terms, unless the context otherwise requires, shall have the meanings specified in this Section. Words importing singular number shall include plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Depository Participant" shall mean any broker-dealer,bank or other financial institution for which DTC holds Series 2020 Bonds from time to time as securities depositary. "DTC" shall mean the Depository Trust Company. "Indirect Participant" shall mean any person on behalf of whom a Depository Participant holds an interest in the Series 2020 Bonds. "Letter of Representation" shall mean the blanket letter of representation executed by the City Manager and dated October 6, 2020. SECTION 3. Approval of Issuance of Series 2020 Bonds;Terms of Series 2020 Bonds. The Issuer hereby delegates to the City Manager the authority to determine the final terms of the Series 2020 Bonds, based upon the advice of the Financial Advisor, including (i) the dated date; (ii)the principal amount and whether the Series 2020 Bonds shall be issued as Serial Bonds and/or Term Bonds; (iii) the maturity dates and amounts; (iv) the interest rates, prices, yields, and Interest Dates;(v)the optional redemption features,if any;(vi)the Amortization Installments and other mandatory redemption features, if any; (vii) the sale date and the delivery date; and (viii) all other details of the Series 2020 Bonds. The City Manager is further authorized to take such further action as shall be required for carrying out the purposes of the Resolution, all with respect to the Series 2020 Bonds. All covenants contained in the Master Resolution with respect to the Bonds shall be applicable to the Series 2020 Bonds. 3 SECTION 4. Award of Sale of the Series 2020 Bonds;Execution of Purchase Contract. Due to the willingness of the Underwriter to purchase the Series 2020 Bonds at interest rates favorable to the Issuer, the present volatility of the market for tax-exempt public obligations such as the Series 2020 Bonds and the critical importance of timing of the sale of the Series 2020 Bonds, the Issuer hereby approves the negotiated sale of the Series 2020 Bonds to the Underwriter and delegates to the City Manager or his designee the authority to accept the offer of the Underwriter to purchase the Series 2020 Bonds and to execute and deliver,on behalf of the Issuer,the Purchase Contract in the form attached hereto as Exhibit A, which form is hereby approved. Notwithstanding the foregoing, the City Manager or his designee shall not have the authority to execute the Purchase Contract unless the City Manager or his designee shall have received from the Underwriter (i) all applicable disclosure information required by Section 218.385, Florida Statutes,and(ii)such other information as the City Manager or his designee shall deem necessary, upon the advice of the Financial Advisor,which demonstrates to the City Manager or his designee that (A) the aggregate principal amount of the Series 2020 Bonds is not in excess of$13,500,000, (B) the Series 2020 Bonds shall be subject to optional redemption no later than October 1, 2030, the final maturity of the Series 2020 Bonds is not later than October 1, 2046, (C) the underwriting discount is not greater than 0.75% of the original principal amount of the Series 2020 Bonds, and (D) the true interest cost rate on the Series 2020 Bonds is not greater than 4.00%. All actions of the City Manager or his designee taken pursuant to the authority contained in Sections 3 and 4 of this resolution shall be evidenced by the execution of the Purchase Contract by the City Manager or his designee and delivery of the Purchase Contract to the City Clerk for filing with the City Clerk. The execution and delivery of the Purchase Contract shall constitute complete evidence of the actions of the appropriate City officials, as described herein, and shall constitute the action of the Issuer. Subject to satisfaction of the conditions in this Section 4, the City Manager or his designee is hereby authorized and directed to execute, and the City Clerk is hereby authorized to attest under seal,the Purchase Contract. The execution and delivery thereof in the manner described in the preceding sentence shall constitute complete approval of such Purchase Contract by the Issuer, including any changes to the form attached hereto as Exhibit A, and shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. The Series 2020 Bonds shall be issued under and secured by the Resolution and shall be executed and delivered in the manner as set forth in the Master Resolution, with such additional changes and insertions therein as conform to the provisions of the Purchase Contract, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 5. Authorization of Series 2020 Bonds. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Capital Improvement Revenue Bonds, Series 2020" are authorized to be issued in the aggregate principal amount of not to exceed$13,500,000. The Series 2020 Bonds are being issued as Additional Bonds pursuant to the terms of the Master Indenture. 4 SECTION 6. Book Entry System. The City Manager is hereby authorized to execute the Letter of Representation with DTC. It is intended that the Series 2020 Bonds be registered so as to participate in a global book-entry system with DTC as set forth herein and in such Letter of Representation. The Series 2020 Bonds shall be initially issued in the form of a single fully registered Series 2020 Bond for each maturity. Upon initial issuance,the ownership of such Series 2020 Bonds shall be registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee for DTC. With respect to Series 2020 Bonds registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee of DTC, the Issuer and the Registrar and Paying Agent shall have no responsibility or obligation to any Depository Participant or to any Indirect Participant. Without limiting the immediately preceding sentence, the Issuer and the Registrar and Paying Agent shall have no responsibility or obligation with respect to(a)the accuracy of the records of DTC, Cede&Co., or any Depository Participant with respect to the ownership interest in the Series 2020 Bonds, (b)the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Series 2020 Bond as shown in the bond register, of any notice with respect to the Series 2020 Bonds, including any notice of redemption, if applicable,or(c)the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Series 2020 Bond as shown in the bond register, of any amount with respect to principal of, premium, if any, or interest on, if applicable, the Series 2020 Bonds. No person other than a registered owner of a Series 2020 Bond as shown in the bond register shall receive a Series 2020 Bond certificate with respect to any Series 2020 Bond. Upon delivery by DTC to the Registrar and Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Series 2020 Bonds appearing as registered owners in the registration books maintained by the Registrar and Paying Agent at the close of business on a regular record date, the name "Cede&Co." in this resolution shall refer to such new nominee of DTC. In the event that (a) the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representation, (b) the agreement among the Issuer, the Registrar and Paying Agent and DTC evidenced by the Letter of Representation shall be terminated for any reason or(c) the Issuer determines that it is in the best interests of the beneficial owners of the Series 2020 Bonds that they be able to obtain certificated Series 2020 Bonds,the Issuer shall notify DTC of the availability through DTC of Series 2020 Bond certificates and the Series 2020 Bonds shall no longer be restricted to being registered in the bond register in the name of Cede & Co., as nominee of DTC, but only in accordance with the Letter of Representation. At that time, the Issuer may determine that the Series 2020 Bonds shall be registered in the name of and deposited with a successor depository operating a universal book- entry system, as may be acceptable to the Issuer, or such depository's agent or his designee, and if the Issuer does not select such alternate universal book-entry system,then the Series 2020 Bonds may be registered in whatever name or names registered owners of Series 2020 Bonds transferring or changing Series 2020 Bonds designate, in accordance with the provisions hereof. Notwithstanding any other provision of the Resolution to the contrary,so long as any Series 2020 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to { 5 9 principal of,premium, if any, and interest on, if applicable, such Series 2020 Bond and all notices with respect to such Series 2020 Bond shall be made and given, respectively, in the manner provided in the Letter of Representation. As long as any Series 2020 Bonds are outstanding in book-entry form, the provisions of the Resolution inconsistent with such system of book-entry registration shall not be applicable to such Series 2020 Bonds, and the Issuer covenants to cause adequate records to be kept with respect to the ownership of any Series 2020 Bonds issued in book-entry form or the beneficial ownership of Series 2020 Bonds issued in the name of a nominee. SECTION 7. Application of Series 2020 Bond Proceeds. The proceeds, including any accrued interest received from the sale of the Series 2020 Bonds, shall be applied by the Issuer as follows: { 1. Accrued interest, if any, shall be deposited in the Interest Account in the Debt Service Fund, and shall be used only for the purpose of paying interest to become due on the Series 2020 Bonds. 2. The Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2020 Bonds. 1 3. The balance of said proceeds shall be deposited in the Construction Fund to be used to pay all or a portion of the Costs of the 2020 Project. Pursuant to the Master Resolution, the proceeds of the Series 2020 Bonds deposited into the Construction Fund shall, until applied to the Cost of the 2020 Project, be held in trust by the Issuer and shall be subject to a lien and charge in favor of the Holders of the Series 2020 Bonds and for the further security of such Holders and shall not be subject to a lien or provide further security to the Holders of any other Series of Bonds issued pursuant to the Master Resolution. t SECTION 8. Reserve Account. The Reserve Account Requirement for the Series 2020 Bonds shall be zero,based upon the advice of the Financial Advisor. The Issuer may establish an account or accounts in the Reserve Account to secure any Additional Bonds, with details to be established in the Supplemental Resolution which authorizes such Additional Bonds. SECTION 9. Approval of Distribution of Preliminary Official Statement and Authorization of Final Official Statement. The preparation and distribution of the Preliminary Official Statement relating to the Series 2020 Bonds, in the form attached hereto as Exhibit B, is hereby approved and authorized. The City Manager is hereby authorized to execute and deliver a certificate of the Issuer which deems such Preliminary Official Statement "final" within the contemplation of the Rule. Such Preliminary Official Statement is hereby authorized to be used and distributed in connection with the sale and marketing of the Series 2020 Bonds. The distribution of the final Official Statement relating to the Series 2020 Bonds is hereby authorized, 6 1 1 and the execution and delivery of such Official Statement by the Mayor and City Manager is hereby authorized, which execution and delivery shall constitute complete evidence of the approval of such final Official Statement by the Issuer. SECTION 10. Appointment of Registrar and Paying Agent; Authorization of Execution and Delivery of Registrar and Paying Agent Agreement. Regions Bank, Jacksonville, Florida is hereby appointed to serve as Registrar and Paying Agent with respect to the Series 2020 Bonds. The Registrar and Paying Agent shall perform such duties as are more fully described in the Resolution and the Registrar and Paying Agent Agreement,the form of which is attached hereto as Exhibit D,to be entered into with the Issuer in connection with the Series 2020 Bonds. The Registrar and Paying Agent shall fulfill such functions with respect to the Registrar and Paying Agent Agreement until a qualified successor shall have been designated by the Issuer and accepts such duties, such designation to be subject to written notice to the Registrar and Paying Agent,or until the Series 2020 Bonds have been paid in full pursuant to the Resolution. The Registrar and Paying Agent Agreement shall be executed in the name of the Issuer by the Mayor, such signatures to be attested to and countersigned by the City Clerk, the official seal of the Issuer to be imprinted thereon, with such additional changes and insertions therein as are subsequently approved, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 11. Continuing Disclosure. The Issuer hereby covenants and agrees that, in order to assist the Underwriter in complying with the continuing disclosure requirements of the Rule with respect to the Series 2020 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 2020 Bonds to the Underwriter, as may be amended from time to time in accordance with the terms thereof. The form of the Continuing Disclosure Certificate, attached hereto as Exhibit C is hereby approved and ratified, all of the provisions of which,when executed and delivered by the Issuer as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an event of default under the Resolution. However, the Continuing Disclosure Certificate shall be enforceable by the Series 2020 Bondholders in the event that the Issuer fails to cure a breach thereunder within a reasonable time after written notice from a Series 2020 Bondholder to the Issuer that a breach exists. Any rights of the Series 2020 Bondholders to enforce the provisions of this covenant shall be on behalf of all Series 2020 Bondholders and shall be limited to a right to obtain specific performance of the Issuer's obligations thereunder. 1 7 The Continuing Disclosure Certificate shall be executed in the name of the Issuer by the Mayor, attested to and countersigned by the City Clerk under seal, with such additional changes and insertions therein as are subsequently approved, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. Hilltop Securities Inc. is hereby appointed Dissemination Agent pursuant to the Continuing Disclosure Certificate. SECTION 12. Prior Resolutions. All prior resolutions of the Issuer inconsistent with the provisions of the Master Resolution are hereby amended and supplemented to conform with the provisions herein contained and, except as may otherwise amended and supplemented hereby, the Master Resolution shall remain in full force and effect. SECTION 13. No Personal Liability. Neither the members of the Commission nor any person executing the Series 2020 Bond shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 14. General Authority. The Mayor,the City Manager,the Finance Director,the City Clerk, the City Attorney and any other proper officials of the Issuer are hereby authorized to do all acts and things required of them by this resolution, the Master Resolution, the Series 2020 Bonds, or any other agreement or contract relating to the Series 2020 Bonds, or that may otherwise be desirable or consistent with accomplishing the full, punctual and complete performance of all the terms, covenants and agreements contained in any of the foregoing and each member, employee, attorney and officer of the Issuer is hereby authorized and directed to execute and deliver any and all papers and instruments,including without limitation tax returns, non-arbitrage certificates, and various other certificates, and to cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated thereby. SECTION 15. Severability and Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law,but not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of the other provisions hereof or of the Series 2020 Bonds. SECTION 16. No Third Party Beneficiaries. Except such other Persons as may be expressly described in the Resolution or in the Series 2020 Bonds,nothing in the Resolution or in the Series 2020 Bonds, expressed or implied,is intended or shall be construed to confer upon any Person, other than the Issuer, the Series 2020 Bondholders, any right, remedy or claim, legal or equitable, under and by reason of the Resolution or of the Series 2020 Bonds, or any provisions thereof, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Persons who shall from time to time be the Series 2020 Bondholders. Sp 8 SECTION 17. Master Resolution to Continue in Force. The Master Resolution and all the terms and provisions thereof, are and shall remain in full force and effect. SECTION 18. Effective Date. This Resolution shall become effective immediately upon its adoption as provided by law. Passed and Adopted this 6th day of October, 2020, at a regular meeting duly called and held. CITY COMMISSION OF THE CITY OF `a OCOEE, FLORIDA es" \Ts." C\ Rusty Johnson, r EST: -1(0/ Melanie Sibbitt, City Clerk FOR USE AND RELIANCE ONLY BY THE APPROVED BY THE OCOEE CITY CITY OF OCOEE, APPROVED AS TO FORM COMMISSION AT A MEETING HELD ON AND LEGALITY, THIS 6 DAY OF OCTOBER 6, 2020 UNDER AGENDA ITEM OCTOBER, 2020. NO. /9 CITY AT 9 EXHIBIT A Form of Purchase Contract DRAFT-3 GrayRobinson,P.A. September 24,2020 $ CITY OF OCOEE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 PURCHASE CONTRACT , 2020 City Commission of City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Ladies and Gentlemen: On the basis of the representations, warranties, and covenants, and upon the terms and conditions, contained in this Purchase Contract (the "Contract"), the undersigned, RBC Capital Markets,LLC(the "Underwriter"),offers to enter into this Contract with the City of Ocoee,Florida (the "Issuer"), subject to written acceptance hereof by the Issuer at or before 7:00 p.m.,New York time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. 1. Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the $ aggregate principal amount of the City of Ocoee, Florida Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds"). The Issuer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Issuer, but rather is acting solely in its capacity as Underwriter for its own account, as more particularly set forth in Section 17 hereof The Series 2020 Bonds shall be dated as of the date of their delivery, and shall be payable in the years and principal amounts, bear such rates of interest and be subject to redemption, all as set forth in Exhibit A attached hereto. Interest on the Series 2020 Bonds is payable semi-annually on April 1 and October 1 of each year, commencing 1, 20_. The purchase price for the Series 2020 Bonds shall be $ (representing the par amount of the Series 2020 Bonds [plus/less a net bond premium/discount of $ and] less an Underwriter's discount of $ ). The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B. The Series 2020 Bonds are payable from and secured by a pledge of and lien on the Pledged Funds,which consist of the Pledged Revenues and,until applied in accordance with the provisions of the hereinafter-defined Resolution, all moneys, including investments thereof, in the funds and accounts established thereunder. "Pledged Revenues" consist of the Half-Cent Sales Tax 1 Revenues, Communications Services Tax Revenues, and Public Services Tax Revenues (as each of the foregoing is defined in the hereinafter Resolution). The Series 2020 Bonds are being issued under the authority of,and in full compliance with, the Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter 218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2017-005 of the City Commission of the City (the "City Commission"), adopted on March 21,2017,as amended and supplemented from time to time,particularly as supplemented by Resolution No. 2020- adopted on , 2020 (collectively, the "Resolution"). All capitalized terms not defined herein shall have the meanings ascribed thereto in the Resolution. The Series 2020 Bonds are being issued to (i) finance and/or reimburse all or a portion of the 2020 Project (as defined in the Resolution), and (ii) pay the cost of issuing the Series 2020 Bonds. 2. Delivery of Official Statement and Other Documents. (a) Prior to the date hereof, the Issuer has provided to the Underwriter for its review the Preliminary Official Statement dated , 2020, that the Issuer deemed "final" as required by Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") as of its date (the "Preliminary Official Statement"), except for certain permitted omissions (the "Permitted Omissions"), as contemplated by the Rule in connection with the pricing of the Series 2020 Bonds. The Underwriter has reviewed the Preliminary Official Statement prior to the execution of this Contract. The Issuer hereby confirms that the Preliminary Official Statement was "final" as of its date, except for the Permitted Omissions. (b) The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof, and at least three (3) business days prior to the date the Series 2020 Bonds are delivered to the Underwriter, or within such other period as may be prescribed by the Municipal Securities Rulemaking Board ("MSRB") in order to accompany any confirmation that requests payment from any customer, the number of copies, in form and substance satisfactory to the Underwriter, of the final Official Statement(the "Official Statement")that the Underwriter shall notify the Issuer is reasonably necessary. "Reasonably necessary" shall mean, at a minimum, the number that shall be sufficient to enable the Underwriter to comply with the requirements of Rule 15c2-12, all applicable rules of the MSRB, and to fulfill their duties and responsibilities under Florida and federal securities laws generally. The Underwriter agrees to file the Official Statement with the MSRB's Electronic Municipal Market Access System ("EMMA") at http://emma.msrb.org portal. The Issuer authorizes, or ratifies as the case may be, the use and distribution by the Underwriter of the Preliminary Official Statement, the Official Statement and the Resolution in connection with the public offering and sale of the Series 2020 Bonds. The Underwriter agrees that they will not confirm the sale of any Series 2020 Bonds unless the 2 confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Official Statement. (c) From the date hereof until the earlier of(i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person on EMMA(but in no case less than 25 days following the end of the underwriting period), if any event occurs which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in the reasonable opinion of the Issuer or the reasonable opinion of the Underwriter, such event requires the preparation and publication of an amendment or supplement to the Official Statement, the Issuer, at its expense (unless such event was caused by the Underwriter), promptly will prepare an appropriate amendment or supplement thereto (and file, or cause to be filed, the same with EMMA, and mail such amendment or supplement to each registered owner of Series 2020 Bonds) so that the statements in the Official Statement as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter of the occurrence of any event of which it has knowledge,which, in its reasonable opinion, is an event described in the preceding sentence. The amendments or supplements that may be authorized for use with respect to the Series 2020 Bonds are hereinafter included within the term "Official Statement." Unless the Underwriter shall provide written notice to the Issuer on , 2020 (date of the "Closing")that the Underwriter retains directly, or as a member of an underwriting syndicate, an unsold balance of the Series 2020 Bonds,the end of the underwriting period shall be the date of Closing, but in no event later than 90 days after the Closing. 3. Representations of the Underwriter. The Underwriter is duly authorized to execute this Contract. Neither the Underwriter nor any "persons" or "affiliates" thereof have been on the "convicted vendor list" during the past 36 months as all such terms are defined in Section 287.133, Florida Statutes. 4. Public Offering. (a) The Underwriter agrees to make a bona fide initial offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers)of all of the Series 2020 Bonds at not in excess of the initial public offering price or prices (or not below the yields) set forth on the inside cover page of the Official Statement. If such public offering does not result in the sale of all the Series 2020 Bonds, the Series 2020 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2020 Bonds into investment trusts)at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriter. (b) The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2020 Bonds and shall execute and deliver to the Issuer on the Closing Date (as hereinafter defined) an "issue price" or similar certificate, together with reasonable supporting documentation for such certification, such as the supporting pricing wires or 3 equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the initial offering price or prices to the public and the actual sales price or prices or of the Series 2020 Bonds. (c) Except as otherwise set forth in Exhibit A,the Issuer will treat the first price at which 10% of each maturity of the Series 2020 Bonds (the "10% test") is sold to the public as the issue price of that maturity(if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). If at that time the 10% test has not been satisfied as to any maturity of the Series 2020 Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which Series 2020 Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue until either (i) all Series 2020 Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Series 2020 Bonds of that maturity, provided that the Underwriter's reporting obligation shall terminate on the Closing Date. For purposes of this Section, if Series 2020 Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2020 Bonds. (d) The Underwriter has offered the Series 2020 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the final Official Statement, except as otherwise set forth herein. Exhibit A sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2020 Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity(the "hold-the-offering-price rule"). So long as the hold-the-offering- price rule remains applicable to any maturity of the Series 2020 Bonds, the Underwriter will neither offer nor sell unsold Series 2020 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020 Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter will advise the Issuer promptly after the close of the fifth (5th)business day after the sale date whether the Underwriter has sold 10%of that maturity of the Series 2020 Bonds to the public at a price that is no higher than the initial offering price to the public. (f) The Underwriter confirms that any selling group agreement relating to the initial sale of the Series 2020 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling 4 group to (A) report the prices at which it sells to the public the unsold Series 2020 Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10%test has been satisfied as to the Series 2020 Bonds of that maturity or all Securities of that maturity have been sold to the public and(B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on in the event a selling group has been created in connection with the initial sale of the Series 2020 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule,if applicable, as set forth in a selling group agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering- price rule as applicable to the Series 2020 Bonds. (g) The Underwriter acknowledges that sales of any Series 2020 Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) "public" means any person other than an underwriter or a related party to an underwriter, (ii) "underwriter"means(A)any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2020 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2020 Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2020 Bonds to the public), and (iii) a purchaser of any of the Series 2020 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly,to(i)more than 50%common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii)more than 50%common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). The Underwriter agrees to deliver a certificate of the Underwriter at the Closing in substantially the form attached hereto as Exhibit C. 5. Good Faith Deposit. The Underwriter has delivered herewith to the Issuer a wire transfer credited to the order of the Issuer in immediately available federal funds in the aggregate 5 amount of$ ( Hundred Thousand and 00/00 Dollars)(the "Good Faith Deposit"), which is being delivered to the Issuer on account of the purchase price of the Series 2020 Bonds and as security for the performance by the Underwriter of their obligation to accept and to pay for the Series 2020 Bonds. If the Issuer does not accept this offer,the Good Faith Deposit shall be immediately returned to the Underwriter by wire transfer credited to the order of the Underwriter in the amount of the Good Faith Deposit, in federal funds to the Underwriter. In the event the Closing takes place, the amount of the Good Faith Deposit shall be credited against the purchase price of the Series 2020 Bonds. In the event of the Issuer's failure to deliver the Series 2020 Bonds at the Closing, or if the Issuer shall be unable at or prior to the Closing to satisfy the conditions to the obligations of the Underwriter contained in this Contract (unless such conditions are waived by the Underwriter), or if the obligations of the Underwriter shall be terminated for any reason permitted by this Contract, the Issuer shall immediately wire to the Underwriter in federal funds the Good Faith Deposit without interest, and such wire shall constitute a full release and discharge of all claims by the Underwriter against the Issuer arising out of the transactions contemplated by this Contract, except that the obligations of the Issuer and the Underwriter set forth in Paragraph 10 hereof shall continue in full force and effect. In the event that the Underwriter fails other than for a reason permitted under this Contract to accept and pay for the Series 2020 Bonds upon their tender by the Issuer at the Closing, the amount of the Good Faith Deposit shall be retained by the Issuer and such retention shall represent full liquidated damages for such failure and for any and all defaults on the part of the Underwriter and the retention of such funds shall constitute a full release and discharge of all claims by the Issuer against the Underwriter arising out of the transactions contemplated by this Contract, except that the obligations set forth in Paragraph 10 hereof shall continue in full force and effect. 6. Issuer Representations, Warranties, Covenants and Agreements. The Issuer represents and warrants to and covenants and agrees: (a) The Issuer is a municipal corporation, duly organized and validly existing pursuant to the Constitution and laws of the State and is authorized and empowered by law to issue, sell and deliver the Series 2020 Bonds to the Underwriter as described herein; to provide funds,together with other legally available funds to undertake the 2020 Project;to accept this Contract; to execute the Continuing Disclosure Certificate dated as of the date of the Closing (or such other date as determined by the Issuer), substantially in the form attached to the Preliminary Official Statement(the "Disclosure Certificate");to execute the Official Statement; and to carry out and consummate all other transactions contemplated by the Official Statement and by each of the aforesaid documents, agreements, resolutions and ordinances. (b) By official action of the Issuer taken prior to or concurrently with the acceptance hereof, the Issuer has duly adopted the Resolution, and the Resolution is in full force and effect and has not been amended, modified or rescinded; the Issuer has duly authorized and approved the execution and delivery of, and the performance by the Issuer of its obligations contained in the Series 2020 Bonds, the Disclosure Certificate and this Contract, and the consummation by it of all other transactions contemplated by the Resolution, the Official Statement, the Disclosure Certificate and this Contract to have been performed or consummated at or prior to the date of Closing, and the Issuer is in compliance with the provisions of the Resolution. • (c) When delivered to the Underwriter in accordance with the terms of this Contract, the Disclosure Certificate and the Series 2020 Bonds will have been duly and validly authorized, executed, issued and delivered, the Resolution will have been duly adopted, and each such instrument will constitute a legal, valid and binding limited obligation of the Issuer enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies generally and to general principles of equity, and will be entitled to the benefits of the Resolution; and the Resolution will provide, for the benefit of the holders, from time to time, of the Series 2020 Bonds, the legally valid and binding pledge of and lien on the Pledged Revenues that it purports to create, as set forth in the Resolution. (d) Except as described in the Official Statement, the Issuer is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its properties or other assets is otherwise subject, and, to the best knowledge of the Issuer, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the Issuer including the Issuer's receipt of the Pledged Revenues in the amounts contemplated by the Official Statement; and the execution and delivery of the Series 2020 Bonds, the Disclosure Certificate and this Contract and the adoption of the Resolution and compliance with the provisions on the Issuer's part contained in each,will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation,judgment, decree, loan agreement, indenture,bond, note,resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or the assets of the Issuer under the terms of any such law, regulation or instrument, except as provided or permitted by the Series 2020 Bonds and the Resolution. (e) The Issuer is not and has not been in default on any obligations issued or guaranteed by the Issuer at any time on or after December 31, 1975. The Issuer has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The Issuer does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2020 Bonds because the Issuer would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the Issuer would have been pledged or used to pay such securities or the interest thereon. (f) All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the financial condition of the Issuer, the Issuer's receipt of the Pledged Revenues, the Issuer's 7 ability to complete the 2020 Project or the due performance by the Issuer of its obligations under this Contract, the Resolution, the Disclosure Certificate and the Series 2020 Bonds have been, or prior to the Closing will have been, duly obtained,except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2020 Bonds or approvals, consents and orders: (i) described in the Official Statement as not having been obtained, or (ii) customarily granted in due course after application therefor and expected to be obtained without material difficulty or delay. (g) The Series 2020 Bonds, when issued, authenticated and delivered in accordance with the Resolution and sold to the Underwriter as provided herein and in accordance with the provisions of the Resolution, will be legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms and the terms of the Resolution(subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in each case relating to or affecting the enforcement of creditor's rights generally, and other general principles of equity), and the Resolution will provide, for the benefit of the holders from time to time of the Series 2020 Bonds, a legally valid and binding pledge of and lien on the Pledged Revenues, subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth therein. (h) The Issuer has reviewed the information in the Preliminary Official Statement, except for the information provided by The Depository Trust Company ("DTC"), as to which no view is expressed. The Preliminary Official Statement was, as of the date thereof, and the Official Statement is and at all times subsequent hereto up to and including the date of the Closing will be, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, any amendments or supplements to the Official Statement prepared and furnished by the Issuer pursuant hereto will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) The financial statements of, and other financial information regarding the Issuer, in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth. (j) The descriptions of the Series 2020 Bonds, the Resolution and the Disclosure Certificate contained in the Preliminary Official Statement and the Official Statement are true and accurate in all material respects. (k) Except as disclosed in the Preliminary Official Statement and the Official Statement, since September 30, 2019, the Issuer will not have incurred any material liabilities,direct or contingent,or entered into any transaction which is material to potential holders of the Series 2020 Bonds, in each case other than in the ordinary course of its 8 business, and there shall not have been any material adverse change in the condition, financial or otherwise, of the Issuer or its properties or other assets. (1) Except as disclosed in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, government agency or public board or body, pending or,to the best knowledge of the Issuer,threatened,against or affecting the Issuer or the titles of its officers to their respective offices,or which may affect or which seeks to prohibit,restrain or enjoin the sale, issuance or delivery of the Series 2020 Bonds or the collection or pledge of the Pledged Revenues pledged to pay the principal of and interest on the Series 2020 Bonds, or which in any way contests or affects the validity or enforceability of the Series 2020 Bonds,the Resolution this Contract and the Disclosure Certificate,or any of them,or which may result in any material adverse change in the business, properties, other assets or financial condition of the Issuer or which contests the tax-exempt status of the interest on the Series 2020 Bonds as described in the Preliminary Official Statement and the Official Statement, or which contests the power of the Issuer or any authority or proceedings for the issuance, sale or delivery of the Series 2020 Bonds or this Contract, nor, to the best knowledge of the Issuer,is there any basis therefor,wherein an unfavorable decision,ruling or finding would materially adversely affect the validity or enforceability of the Series 2020 Bonds, the Resolution, the Disclosure Certificate or this Contract. (m) The Issuer will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriter as the Underwriter may reasonably request in order(i)to qualify the Series 2020 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, (ii) to determine the eligibility of the Series 2020 Bonds for investment under the laws of such states and other jurisdictions, and (iii) to continue such qualifications in effect so long as required for the distribution of the Series 2020 Bonds;provided that the Issuer shall not be obligated to take any action that would subject it to the general service of process in any state where it is not now so subject or require it to qualify to do business and any expense related to the foregoing shall be borne by the Underwriter. (n) The Issuer will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect any such amendment or supplement without the consent of the Underwriter. The Issuer will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Series 2020 Bonds. (o) Except as disclosed in the Preliminary Official Statement,the Issuer has not in the past five years failed to comply in any material respect with any agreement to which it is a party to provide continuing disclosure information pursuant to the Rule. (p) The Issuer has the authority to undertake the 2020 Project as described in the Preliminary Official Statement. 9 7. The Closing. At 10:00 a.m.,New York time,on the date of Closing,or at such other time or date to which the Issuer and the Underwriter may mutually agree, the Issuer will, subject to the terms and conditions hereof,deliver the Series 2020 Bonds in book-entry form to the account of the Underwriter, at the facilities of DTC in New York, New York, or an agent thereof, or such other location as determined by the Underwriter and agreed to by the Issuer, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof,the Underwriter will accept such delivery and pay the aggregate purchase price of the Series 2020 Bonds as set forth in Paragraph 1 hereof in Federal Funds to the Issuer. The Issuer shall cause CUSIP identification numbers to be printed on the Series 2020 Bonds, but neither the failure to print such number on any Series 2020 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 2020 Bonds in accordance with the terms of this Contract. The Closing shall occur at the offices of the Issuer in Ocoee, Florida, or such other place to which the Issuer and the Underwriter shall have mutually agreed. The Series 2020 Bonds shall be made available to the Underwriter no less than 24 hours before the Closing for purposes of inspecting and packaging. The Series 2020 Bonds shall be prepared and delivered as fully registered Series 2020 Bonds registered in such names and denominations as the Underwriter shall so designate to the Issuer and the printer of the Series 2020 Bonds not less than one day prior to the Closing. 8. Closing Conditions.The Underwriter has entered into this Contract in reliance upon the representations, warranties, covenants and agreements of the Issuer contained herein and in reliance upon the representations, warranties, covenants and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Contract to purchase, to accept delivery of and to pay for the Series 2020 Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder, and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations, warranties, covenants and agreements of the Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) At the time of Closing, the Resolution, the Disclosure Certificate and this Contract shall be in full force and effect and, except as approved in writing by the Underwriter,shall not have been amended,modified or supplemented since the date hereof, and the Official Statement as delivered to the Underwriter shall not have been supplemented or amended, except in any such case as may have been approved by the Underwriter; (c) At the time of the Closing, all official action of the Issuer taken relating to this Contract, the Series 2020 Bonds, the Resolution, the 2020 Project and the Disclosure Certificate shall be in full force and effect and shall not have been amended, modified or supplemented, except for amendments, modifications or supplements which have been approved by the Underwriter prior to the Closing; 10 (d) At the time of the Closing, except as contemplated by the Official Statement, there shall have been no material adverse change in the financial condition of the Issuer; (e) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) An opinion of Bryant Miller Olive P.A., Orlando, Florida ("Bond Counsel"),dated the date of the Closing and addressed to the Issuer,in substantially the form attached as Appendix D to the Official Statement and a reliance letter pertaining to such opinion addressed to the Underwriter. (2) An opinion of Bond Counsel, dated the date of the Closing and addressed to the Underwriter, in such form as is acceptable to the Issuer and the Underwriter, (i)to the effect that the statements contained in the Official Statement under the captions "PURPOSE OF THE SERIES 2020 BONDS," "DESCRIPTION OF THE SERIES 2020 BONDS" (except for the statements and information under the subheading entitled "Book-Entry Only System" as to which no opinion is expressed), and "SECURITY FOR THE BONDS," insofar as such statements purport to be summaries of certain provisions of the Resolution and the Series 2020 Bonds,constitute accurate summaries of the provisions purported to be summarized therein, and the statements in the Official Statement under the caption "TAX MATTERS" are accurate, (ii) to the effect that the Series 2020 Bonds are exempt from registration under the Securities Act of 1933,as amended and(iii)to the effect that the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. (3) An opinion, dated the date of the Closing and addressed to the Issuer, the Underwriter and Bond Counsel, of Shuffield, Lowman& Wilson, P.A., City Attorney, in form and substance acceptable to the Underwriter and GrayRobinson, P.A. ("Underwriter's Counsel"). (4) An opinion of Bryant Miller Olive P.A., Tampa, Florida ("Disclosure Counsel"), dated the Closing Date, in substantially the form attached hereto as Exhibit D and a reliance letter addressed to the Underwriter; (5) A certificate dated the date of Closing and signed by the Mayor, the City Manager, and the City Clerk of the Issuer, or such other officials satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that(A)the representations and warranties of the Issuer contained herein are true and correct in all material respects as of the date of Closing, and the Issuer has satisfied all conditions on its part to be performed or satisfied thereunder; (B) the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they were made not misleading (provided, that no opinion is hereby expressed regarding the information contained therein relating to DTC and its book-entry system); (C) except as disclosed in the Official Statement and 11 except for the issuance of the Series 2020 Bonds on the date of Closing, since September 30, 2019, (i) no material and adverse change has occurred in the financial position or results of operations of the Issuer, (ii) the Issuer has not incurred any material liabilities payable from Pledged Revenues other than in the ordinary course of business, and (iii) no material adverse change has occurred in the collection of the Pledged Revenues; (D) the financial statements and other historical financial and statistical data relating to the Issuer included in the Official Statement are true and correct as of the date of such information; (E) no default under the Resolution has occurred and is continuing, and the Issuer is not in breach of the covenants and obligations assumed under the Resolution, and all payments required to be made in the funds and accounts provided under the Resolution, if any, have been made to the full extent required; (F) the Issuer is not and has not been in default on any obligation issued or guaranteed by the Issuer at any time on or after December 31, 1975; (G)except as disclosed in the Official Statement,there is no action, suit,proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency or public board or body pending or threatened against the Issuer, (i)to restrain or enjoin the issuance, sale or delivery of the Series 2020 Bonds, or in any way contesting or affecting any authority for the issuance of the Series 2020 Bonds, the Resolution or the execution and delivery of the Disclosure Certificate or the sale of the Series 2020 Bonds; (ii) questioning, contesting or affecting the corporate existence or powers of the Issuer or the City Commission or the entitlement to office of the officers thereof; (iii) to restrain or enjoin the collection or pledge of the Pledged Revenues, or any portion thereof, to pay the principal of, premium, if any, and interest on the Series 2020 Bonds; (iv) which may result in any material adverse change in the business, properties, assets or the financial condition of the Issuer; or(v)asserting that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (H) all provisions regarding any amounts to be rebated to the United States government have been complied with and provisions have been made for the payment of the rebate amount which will become due relating to outstanding debt of the Issuer, and there is not an unfunded materially significant arbitrage rebate liability of the Issuer owing the Internal Revenue Service; (I) the Series 2020 Bonds are in substantially the form approved by the City Commission in the Resolution, have been signed with the manual signatures of the undersigned Mayor and have been attested and countersigned with the manual signature of the undersigned City Clerk; and(J)the Resolution has been duly adopted by the Issuer,is in full force and effect and has not been modified, amended or repealed. (6) Certified copy of the Resolution. (7) Executed copies of the Disclosure Certificate and this Contract. (8) Evidence that S&P Global Ratings ("S&P") and Fitch Ratings ("Fitch") have issued ratings not lower than "[ 1" and "[ 1," respectively, for the Series 2020 Bonds. 12 (9) A certificate of an authorized representative of Regions Bank (the "Bank"), as Registrar and Paying Agent, to the effect that (A) the Bank is an Alabama banking corporation duly organized,validly existing and in good standing under the laws of the State of Alabama and is duly authorized to exercise trust powers in the State of Florida, (B) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Resolution and any registrar and paying agent agreement, (C)the performance by the Bank of its functions under the Resolution and any registrar and paying agent agreement will not result in any violation of the Articles of Incorporation or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution and any registrar and paying agent agreement, (D) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution or any registrar and paying agent agreement and (E) the Series 2020 Bonds have been authenticated in accordance with the terms of the Resolution. (10) An executed copy of any registrar and paying agent agreement between the Issuer and the Bank with respect to the Series 2020 Bonds. (11) Evidence that the Issuer has deemed the Preliminary Official Statement "final" as of its date for purpose of the Rule, except for "permitted omissions." (12) Such additional legal opinions, certificates, instruments and other documents as the Underwriter or Underwriter's Counsel may reasonably request. All of the evidence, opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriter with such exceptions and modifications as shall be approved by the Underwriter and as shall not in the reasonable opinion of the Underwriter materially impair the investment quality of the Series 2020 Bonds. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase,to accept delivery of and to pay for the Series 2020 Bonds contained in this Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2020 Bonds shall be terminated for any reason permitted by this Contract, this Contract shall terminate with respect to such Series 2020 Bonds subject to termination and neither the Underwriter nor the Issuer shall be under any further obligation hereunder with respect thereto, except that the Issuer shall return the good faith check referred to in Paragraph 5 and the respective 13 obligations of the Issuer and the Underwriter set forth in Paragraph 10 hereof shall continue in full force and effect. 9. Termination. The Underwriter shall have the right to terminate this Contract, without liability therefor, by notification to the Issuer, if at any time subsequent to the date of this Contract at or prior to Closing, any of the following events shall, in the Underwriter's sole and reasonable judgment occur: (a) the market price or marketability of the Series 2020 Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Series 2020 Bonds, shall be materially adversely affected by any of the following events: (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Series 2020 Bonds; or (ii) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (2)any other calamity or crisis, or escalation thereof, in the financial markets or otherwise of the United States or elsewhere, (3) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (4) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city, county or other political subdivision located in the United States having a population of over 500,000; or (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (iv) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency 14 having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Series 2020 Bonds,the Resolution or any comparable securities of the Issuer, are not exempt from the registration, qualification or other requirements of the Securities Act or the Trust Indenture Act or otherwise, or would be in violation of any provision of the federal securities laws; or (v) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the Issuer shall have occurred; or (vi) any rating on securities of the Issuer which are secured by a pledge or application of the Pledged Revenues on a parity with the Series 2020 Bonds is reduced or withdrawn or placed on credit watch negative outlook by any major credit rating agency; or (b) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter)or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Issuer refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Series 2020 Bonds or the ability of the Underwriter to enforce contracts for the sale of the Series 2020 Bonds; or (c) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement,payment or clearance services affecting the Series 2020 Bonds shall have occurred; or (e) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be rendered, or a stop order, release,regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Series 2020 Bonds, including the underlying obligations as contemplated by this Contract or by the Official Statement, or any document relating to the issuance, offering or sale of the Series 2020 Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act. Upon the occurrence of a Termination Event and the termination of this Contract by the Underwriter, all obligations of the Issuer and the Underwriter under this Contract shall terminate, 15 without further liability, except that: (i)the Issuer promptly shall return the Good Faith Deposit to the Underwriter, in accordance with Section 5 hereof, and(ii)the Issuer and the Underwriter shall pay their respective expenses as set forth in Section 10 here. 10. Expenses. The Issuer acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Series 2020 Bonds. The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the obligations of the Issuer hereunder including, but not limited to: (a)the cost of preparation, printing or other reproduction of the Resolution; (b) the cost of preparation and printing of the Series 2020 Bonds; (c) the fees and disbursements of Bond Counsel, the City Attorney and Disclosure Counsel; (d) the fees and disbursements of the financial advisor to the Issuer; (e) the fees and disbursements of any experts, consultants or advisors retained by the Issuer, including fees of the auditor and any paying agent and registrar; (f)fees for bond ratings and municipal bond insurance; (g)the costs of preparing, printing and delivering a reasonable number of copies of the Preliminary Official Statement and the Official Statement and any supplements or amendments to either of them; and(h)reimbursement to the Underwriter of expenses incurred by the Underwriter on behalf of the Issuer's employees and representatives in connection with this Contract,including but not limited to meals and travel of such employees and representatives, which payment may be in the form of inclusion of such expense in the expense component of the Underwriter's discount. The Underwriter shall pay: (a) all advertising expenses in connection with the public offering of the Series 2020 Bonds; (b)the cost of preparing,printing and delivery of any agreement among the Underwriter; and (c) all other expenses incurred by them or any of them in connection with the public offering of the Series 2020 Bonds, including the fees and disbursements of counsel retained by them, including the costs of all "blue sky" memoranda and related filing fees. In the event that either party shall have paid obligations of the other as set forth in this Section 10, adjustment shall be made at the time of the Closing. 11. Notices. Any notice or other communication to be given to the Issuer under this Contract may be given by delivering the same in writing at its address set forth above to the attention of the City Manager, 150 N. Lakeshore Drive, Ocoee, Florida 34761, and any notice or other communication to be given to the Underwriter may be given by delivering the same in writing to RBC Capital Markets, LLC, 100 Second Avenue South, Suite 800, St. Petersburg, Florida 33701, Attn: Julie Santamaria, Director. 12. Parties in Interest. This Contract is made solely for the benefit of the Issuer and the Underwriter, and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties, covenants and agreements in this Contract shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) the delivery of the Series 2020 Bonds pursuant to this Contract; or (iii) any termination of this Contract but only to the extent provided by the last part of Section 8 hereof. 13. Waiver. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter, in its sole discretion, and the approval of the Underwriter when required hereunder or the determination of 16 their satisfaction as to any document referred to herein shall be in writing, signed by appropriate officer or officers of the Underwriter and delivered to the Issuer. 14. Effectiveness. This Contract shall become effective upon the execution of the acceptance hereof by the City Manager and shall be valid and enforceable at the time of such acceptance. 15. Counterparts. This Contract may be executed in several counterparts,each of which shall be regarded as an original and all of which shall constitute one and the same document. 16. Headings.The headings of the sections of this Contract are inserted for convenience only and shall not be deemed to be a part hereof. 17. No Advisory or Fiduciary Role. The Issuer acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm's length commercial transaction between the Issuer and the Underwriter, and the Underwriter has financial and other interests that differ from those of the Issuer; (ii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor,financial advisor or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby, and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Contract; and (iv) the Issuer has consulted its own financial and/or municipal, legal, accounting,tax,financial and other advisors, as applicable,to the extent it has deemed appropriate. [Remainder of page intentionally left blank] 17 18. Florida Law Governs. The validity, interpretation and performance of this Contract shall be governed by the laws of the State of Florida. Very truly yours, RBC CAPITAL MARKETS, LLC, as Underwriter By: Name: Julie Santamaria Its: Director 18 Accepted at [ ][a.m./p.m.]Eastern Time Zone this [ ] day of[ ], 2020: CITY OF OCOEE, FLORIDA Robert D. Frank, City Manager Attested by: Melanie Sibbitt, City Clerk 19 EXHIBIT A CITY OF OCOEE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS $ Serial Bonds Maturity (October 1) Amount Interest Rate Price Yield { $ %Term Bonds, due October 1, 20 , Price , Yield $ %Term Bonds, due October 1, 20_, Price , Yield *Priced to the first optional call date. REDEMPTION PROVISIONS Optional Redemption. The Series 2020 Bonds are subject to redemption prior to their stated dates of maturity, at the option of the Issuer, in whole or in part on October 1, , or on any date thereafter, at a Redemption Price of 100% of the principal amount thereof, together with accrued interest on such principal amount to the redemption date. Mandatory Redemption. The Series 2020 Bonds maturing on October 1, will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Paying Agent may deem appropriate, at the Redemption Price of 100% of the principal amount of the Series Exhibit A-1 2020 Bonds so to be redeemed in the following Amortization Installments on October 1 in the years specified: Amortization Year Installments * *Final Maturity Exhibit A-2 EXHIBIT B CITY OF OCOEE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 DISCLOSURE STATEMENT , 2020 City Commission of City of Ocoee Ocoee, Florida Ladies and Gentlemen: In connection with the proposed issuance by City of Ocoee, Florida (the "Issuer") of the issue of bonds referred to above (the "Series 2020 Bonds"), RBC Capital Markets, LLC (the "Underwriter"), has agreed to underwrite a public offering of such Series 2020 Bonds. Arrangements for underwriting the Series 2020 Bonds will include a Purchase Contract dated the date hereof between the Issuer and the Underwriter (the "Purchase Contract"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Contract. The purpose of this letter is to furnish, pursuant to the provisions of Sections 218.385(2), (3) and (6), Florida Statutes, certain information in respect to the arrangement contemplated for the underwriting of the Series 2020 Bonds as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the issuance of the Series 2020 Bonds are set forth on Schedule I attached hereto. (b) There are no "finders," as that term is defined in Section 218.386, Florida Statutes, connected with the issuance of the Series 2020 Bonds. (c) The amount of underwriting spread, including the management fee, expected to be realized is as follows: Per$1,000 Dollar Amount Average Takedown $ $ Underwriter's Expenses Management Fee Total Underwriting Spread $ $ } (d) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Series 2020 Bonds to any person not regularly employed or retained by the Underwriter, except as described in Schedule I attached hereto. Exhibit B-1 (e) The name and address of the Underwriter is set forth below: RBC Capital Markets, LLC 100 Second Avenue South, Suite 800 St. Petersburg, Florida 33701 (f) The Issuer is proposing to issue $ of its Capital Improvement Revenue Bonds, Series 2020,to: (i)finance and/or reimburse all or a portion of the 2020 Project(as defined in the Resolution) and (ii) pay the cost of issuing the Series 2020 Bonds. The Series 2020 Bonds are expected to be repaid over a period of approximately and ( ._) years (from the date of Closing). At a true interest cost rate of approximately %, total interest paid over the life of the Series 2020 Bonds will be The payment of the principal of, premium, if any, and interest on the Series 2020 Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Revenues. Authorizing the Series 2020 Bonds will result in an average of$ of Pledged Revenues not being available to finance the other services of the Issuer each year for approximately . years. [Remainder of page intentionally left blank] Exhibit B-2 We understand that the Issuer does not require any further disclosure from the Underwriter, pursuant to Sections 218.385(2), (3) and (6), Florida Statutes. Very truly yours, RBC CAPITAL MARKETS, LLC, as Underwriter By: Name: Julie Santamaria Its: Director ii Exhibit B-3 SCHEDULE I ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER Per $1,000 Dollar Amount Underwriter's Counsel $ $ Disclosure Review Other/Miscellaneous CUSIP Numbers DTC IPREO Fees Day Loan TOTAL $ $ Schedule I-1 EXHIBIT C ISSUE PRICE CERTIFICATE CITY OF OCOEE, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS SERIES 2020 The undersigned, on behalf of RBC Capital Markets, LLC (the "Underwriter"), hereby certifies,as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Underwriter offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Purchase Contract,the Underwriter has agreed in writing that, (i)for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement,to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Tax Law Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period for such Maturity. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter has sold at least 10% of such Exhibit C-1 Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the City of Ocoee, Florida. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual,trust, estate,partnership, association, company, or corporation) other than a Tax Law Underwriter or a Related Party to a Tax Law Underwriter. (g) Related Party means an entity that shares with another entity (1) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (2) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (3) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (h) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is (i) Tax Law Underwriter means(1)any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (2) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public). [Remainder of page intentionally left blank] Exhibit C-2 The signer is an officer of the Underwriter and duly authorized to execute and deliver this certificate. The Issuer may rely on the statements made herein in connection with making the representations set forth in the Tax Certificate to which this certificate is attached and in its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the "Code"). Bryant Miller Olive P.A., as bond counsel may also rely on this certificate for purposes of its opinion regarding the treatment of interest on the Series 2020 Bonds as excludable from gross income for federal income tax purposes. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. Notwithstanding anything set forth herein,the Underwriter is not engaged in the practice of law. Accordingly, the Underwriter makes no representation as to the legal sufficiency of the factual matters set forth herein. Dated: , 2020 RBC CAPITAL MARKETS,LLC, as Underwriter By: qt Exhibit C-3 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) Schedule A-1 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) Schedule B-1 EXHIBIT D FORM OF OPINION OF DISCLOSURE COUNSEL [To Come] Exhibit D-1 EXHIBIT B Form of Preliminary Official Statement PRELIMINARY OFFICIAL STATEMENT DATED ,2020 NEW ISSUE-FULL BOOK ENTRY RATINGS: See"RATINGS"herein. In the opinion of Bond Counsel, assuming compliance by the City with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the Series 2020 Bonds will be excluded from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax. See "TAX MATTERS" herein for a description of other tax consequences to holders of the Series 2020 Bonds. $ * CITY OF OCOEE,FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 Dated:Date of Delivery Due: October 1,as shown on inside cover page The $ * Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds") of the City of Ocoee, Florida (the "City"), will be issued as fully registered bonds, without coupons, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Individual purchases will be made in book-entry form only in denominations of$5,000 and any integral multiple thereof. Purchasers of the Series 2020 Bonds (the "Beneficial Owners") will not receive physical delivery of the Series 2020 Bonds. Transfer of ownership in the Series 2020 Bonds will be affected by DTC's book-entry system as described herein. As long as Cede& Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. The principal and the premium, if any, on the Series 2020 Bonds will be payable upon presentation and surrender thereof at the designated corporate trust office of Regions Bank, Jacksonville, Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 2020 Bonds is payable semi-annually April 1 and October 1 of each year (first interest payment due April 1, 2021) by check or draft mailed by the Paying Agent (or by wire transfer from the Paying Agent under certain circumstances) to the registered owner thereof at the close of business on the date which shall be the fifteenth day of the calendar next preceding such interest payment date at the address appearing on the registration books of the City. The Series 2020 Bonds are subject to optional and mandatory redemption prior to maturity, as more fully described herein. See "DESCRIPTION OF THE SERIES 2020 BONDS - Redemption Provisions"herein. The Series 2020 Bonds are being issued under the authority of, and in full compliance with, the Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter 218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes and other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2017-005 of the City Commission of the City (the "City Commission"), adopted on March 21, 2017, as amended and supplemented from time to time, particularly as supplemented by Resolution No. 2020- adopted on , 2020 (collectively, the "Resolution"). The Series 2020 Bonds are being issued to (i) finance certain capital improvements within the City (as more particularly described in "THE 2020 PROJECT" herein), and (ii) pay the cost of issuing the Series 2020 Bonds. See "PURPOSE OF THE SERIES 2020 BONDS" and"THE 2020 PROJECT"herein. The Series 2020 Bonds are secured by a pledge of and are payable solely from the Pledged Funds which includes the Pledged Revenues (as described herein), and, until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain funds and accounts established by the Resolution, all in the manner and to the extent described in the Resolution. Pledged Revenues includes the Half-Cent Sales Tax Revenues, Public Service Tax Revenues and Communications Services Tax Revenues, as further described herein. The Series 2020 Bonds are secured on parity with the City's outstanding Capital Improvement Revenue and Refunding Bonds, Series 2017 and any other Additional Bonds issued under the Resolution. The City has experienced a decline in certain Pledged Revenues as a result of COVID-19 and expects to continue to see a decline, but cannot predict the extent or duration of such decline. See "RISK FACTORS" herein for more information about the impacts of COVID-19 on the City and its collection of Pledged Revenues. THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO HOLDER OF ANY SERIES 2020 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2020 BOND,OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read this entire official statement to obtain information essential to making an informed investment decision. The Series 2020 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the opinion on certain legal matters relating to their issuance by Bryant Miller Olive P.A., Bond Counsel. Certain legal matters will be passed on for the City by Shuffield, Lowman & Wilson, P.A., City Attorney, and Bryant Miller Olive P.A., Disclosure Counsel. Hilltop Securities Inc., Orlando, Florida is acting as Municipal Advisor to the City. The Underwriter is being represented by GrayRobinson, P.A., Tampa, Florida. It is expected that settlement for the Series 2020 Bonds will occur through the facilities of DTC in New York, New York, on or about ,2020. RBC Capital Markets Dated: ,2020 Preliminary, subject to change $ * CITY OF OCOEE,FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 MATURITIES,AMOUNTS,INTEREST RATES,PRICES,YIELDS AND CUSIP NUMBERS Maturity Principal Interest Initial CUSIP (October 1) Amount Rate Price Yield Numbers** $ %Term Bond due October 1, ,Price Yield %Initial CUSIP Number ** * Preliminary, subject to change. ** The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the City as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2020 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The City has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. CITY OF OCOEE,FLORIDA 150 North Lakeshore Drive Ocoee,Florida 34761 MAYOR Rusty Johnson THE CITY COMMISSION Larry Brinson,Sr., Commissioner Richard Firstner, Commissioner George Oliver III,Commissioner Rosemary Wilsen, Commissioner CITY MANAGER Robert D.Frank CITY CLERK Melanie Sibbitt CITY ATTORNEY Shuffield, Lowman&Wilson, P.A. FINANCE DIRECTOR Rebecca Roberts BOND AND DISCLOSURE COUNSEL Bryant Miller Olive P.A. Orlando,Florida MUNICIPAL ADVISOR Hilltop Securities Inc. Orlando, Florida No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representation with respect to the Series 2020 Bonds other than those contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell nor the solicitation of an offer to buy,nor will there be any sale of the Series 2020 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 obtained from the City, The Depository Trust Company, and other sources which are believed to be reliable, and while not guaranteed as to completeness or accuracy, is believed to be correct. The information and expressions of opinion stated herein are subject to change without notice. The delivery of this Official Statement will not, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereon. Upon issuance the Series 2020 Bonds will not be registered under the Securities Act of 1933, will not be listed on any stock or other securities exchange and neither the Securities and Exchange Commission nor any other federal,state,municipal or other governmental entity, other than the City,will have passed upon the accuracy or adequacy of this Official Statement or approved the Series 2020 Bonds for sale. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to this Official Statement they will be furnished on request. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT PURSUANT TO ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "PROJECT," "ANTICIPATE," "BUDGET" OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER"CONTINUING DISCLOSURE" HEREIN. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES, AND THE INFORMATION OR LINKS CONTAINED THEREIN, ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS OFFICIAL STATEMENT FOR ANY PURPOSE. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE WEBSITE HTTP://WWW.MUNIOS.COM OR HTTP://WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH WEBSITES. TABLE OF CONTENTS Page INTRODUCTION 1 PURPOSE OF THE SERIES 2020 BONDS 2 THE 2020 PROJECT 2 ESTIMATED SOURCES AND USES OF BOND PROCEEDS 3 DEBT SERVICE SCHEDULE 4 DESCRIPTION OF THE SERIES 2020 BONDS 5 General 5 Book-Entry Only System 5 Transfer of Series 2020 Bonds 7 Bonds Mutilated,Destroyed,Stolen or Lost 9 Redemption Provisions 9 Notice of Redemption 10 Selection of Series 2020 Bonds to be Redeemed 10 Redemption of Portion of Series 2020 Bonds 11 Payment of Redeemed Series 2020 Bonds 11 SECURITY FOR THE BONDS 11 Sources of Payment 11 Funds and Accounts 12 Flow of Funds 13 No Reserve Funding 15 Construction Fund 15 Additional Parity Obligations 16 Subordinated Indebtedness 17 Investments 17 DESCRIPTION OF PLEDGED REVENUES 17 Local Government Half-Cent Sales Tax 17 Local Communications Services Tax 21 Public Service Tax 23 Outstanding Obligations 25 Recent Legislation 26 RISK FACTORS 26 THE CITY 28 General 28 City Government 28 Administration 29 Annual Audit 30 Description of Financial Practices 30 Annual Budget 30 INVESTMENT POLICY 30 LITIGATION 31 LEGAL MATTERS 31 TAX MATTERS 32 General 32 Information Reporting and Backup Withholding 33 Other Tax Matters 33 Tax Treatment of Original Issue Discount 34 Tax Treatment of Bond Premium 34 RATINGS 35 CONTINGENT FEES 35 UNDERWRITING 35 MUNICIPAL ADVISOR 36 FINANCIAL STATEMENTS 36 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 36 CONTINUING DISCLOSURE 36 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 37 AUTHORIZATION OF OFFICIAL STATEMENT 38 APPENDIX A -- GENERAL INFORMATION PERTAINING TO THE CITY OF OCOEE, FLORIDA AND ORANGE COUNTY, FLORIDA APPENDIX B -- CITY OF OCOEE, FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30,2019 APPENDIX C -- THE RESOLUTION APPENDIX D -- FORM OF BOND COUNSEL OPINION APPENDIX E -- FORM OF CONTINUING DISCLOSURE CERTIFICATE ii OFFICIAL STATEMENT relating to $ " CITY OF OCOEE,FLORIDA Capital Improvement Revenue Bonds, Series 2020 INTRODUCTION The purpose of this Official Statement, which includes the cover page and the Appendices hereto, is to furnish information with respect to the issuance by the City of Ocoee, Florida (the "City"), of its $ Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds"). The Series 2020 Bonds are being issued under and pursuant to Resolution No. 2017-005 of the City Commission of the City (the "City Commission"), adopted on March 21, 2017, as amended and supplemented from time to time, particularly as supplemented by Resolution No. 2020-_adopted on , 2020 (collectively, the "Resolution") related to the issuance of the Series 2020 Bonds. A copy of the Resolution is attached hereto as Appendix C. The Series 2020 Bonds are being issued under the authority of, and in full compliance with, the Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter 218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes, and other applicable provisions of law(collectively,the"Act") and the Resolution. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Capitalized terms used herein will have the same meanings as given to them in the Resolution unless otherwise defined herein or where the context would clearly indicate otherwise. The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is made to the originals of all such documents for full and complete statements of all matters of fact relating to the Series 2020 Bonds, the security for the payment of the Series 2020 Bonds,and the rights and remedies of Registered Owners thereof. The assumptions, estimates, projections and matters of opinion contained in this Official Statement, whether or not so expressly stated, are set forth as such and not as matters of fact, and no representation is made that any of the assumptions or matters of opinion herein are valid or that any projections or estimates contained herein will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing, other than the Series 2020 Bonds and the Resolution, is to be construed as a contract between the Registered Owners of the Series 2020 Bonds and the City. The Series 2020 Bonds are limited obligations, secured by a lien on the Pledged Funds under the Resolution on parity with the outstanding Capital Improvement Revenue and Refunding Bonds, Series 2017 (the "Series 2017 Bonds") and any Additional Bonds which may be issued in the future. Pledged Funds includes Pledged Revenues and until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in the funds and account established thereunder, other than the Unrestricted Revenue Account;provided,however, that proceeds deposited in the Construction Fund Preliminary,subject to change. 1 in connection with the issuance of a particular Series of Bonds shall only secure that Series. "Pledged Revenues" consist of (1) monies received by the City from the Local Government Half-Cent Sales Tax Clearing Trust Fund pursuant to the provisions of Chapter 218, Part VI, Florida Statutes, (2) all revenues received by the City from the levy and collection of the public service tax pursuant to Ordinance No.542 enacted by the City Commission on October 19, 1971, as amended by Ordinance No. 92-20 enacted by the City Commission on September 1, 1992, in accordance with and pursuant to Section 166.231, Florida Statutes and (3) all revenues received by the City from the levy and collection of the taxes on local communications services pursuant to Chapter 202, Florida Statutes, except the receipts of taxes levied pursuant to Section 202.12, Florida Statutes. The Series 2017 Bonds, the Series 2020 Bonds and any Additional Bonds issued pursuant to the Resolution shall be referred to herein as the "Bonds." See "SECURITY FOR THE SERIES 2020 BONDS"herein. The City has experienced a decline in certain Pledged Revenues as a result of COVID-19 and expects to continue to see a decline, but cannot predict the extent or duration of such decline. See "RISK FACTORS"herein for more information about the impacts of COVID-19 on the City and its collection of Pledged Revenues. PURPOSE OF THE SERIES 2020 BONDS The Series 2020 Bonds are being issued to (i) finance certain capital improvements within the City, as more particularly described below in "THE 2020 PROJECT" and (ii) pay the cost of issuing the Series 2020 Bonds. THE 2020 PROJECT The 2020 Project includes the construction, designing, permitting, reconstruction, acquisition and equipping of certain additions, extensions and improvements to public facilities within the City, including,without limitation,the completion of the city hall relocation. [add further details on 2020 project] [Remainder of page intentionally left blank] 2 ESTIMATED SOURCES AND USES OF BOND PROCEEDS The proceeds expected to be received from the sale of the Series 2020 Bonds are expected to be used as follows: Sources of Funds Par Amount $ Plus/Less: Net Original Issue Premium/Discount TOTAL SOURCES $ Uses of Funds Deposit to Construction Fund for the 2020 Project $ Costs of Issuance(1) TOTAL USES $ (1) Includes municipal advisor fees and expenses, Underwriter's discount, legal counsel fees and expenses, rating agency fees,bond registrar and paying agent fees,dissemination agent fees,printing costs, and other costs associated with the issuance of the Series 2020 Bonds. [Remainder of page intentionally left blank] 3 DEBT SERVICE SCHEDULE The following table sets forth the debt service payments on the Series 2020 Bonds and the Series 2017 Bonds. Bond Year Series 2020 Bonds Series 2017 Bonds Combined Ending Annual Annual Debt Annual October 1 Principal Interest Debt Service Service Debt Service 2020 $2,367,637.50 2021 2,374,237.50 2022 2,369,437.50 2023 2,370,937.50 2024 2,365,437.50 2025 2,373,187.50 2026 2,373,437.50 2027 2,366,437.50 2028 2,372,437.50 2029 2,365,687.50 2030 2,366,687.50 2031 2,369,937.50 2032 2,370,187.50 2033 2,367,437.50 2034 2,371,687.50 2035 2,367,437.50 2036 2,369,937.50 2037 2,368,687.50 2038 2,368,687.50 2039 2,370,687.50 2040 2,370,250.00 2041 2,367,375.00 2042 2,372,062.50 2043 2,369,562.50 2044 2,367,875.00 2045 2,368,375.00 2046 2,375,875.00 $63,981,625.00 4 DESCRIPTION OF THE SERIES 2020 BONDS General The Series 2020 Bonds will be issued as fully registered bonds in the denomination of$5,000 each or integral multiples thereof and will be initially registered to Cede& Co., as nominee of The Depository Trust Company("DTC"), New York, New York,which will act as securities depository for the Series 2020 Bonds. Unless the book-entry only system is discontinued as described herein, individual purchases of the Series 2020 Bonds will be made in book-entry form only, and the purchasers will not receive physical delivery of the Series 2020 Bonds or any certificate representing their beneficial ownership interests in the Series 2020 Bonds. See"-Book Entry Only System"below. The principal and premium, if any, on the Series 2020 Bonds will be payable upon presentation and surrender thereof at the designated corporate trust office of Regions Bank, Jacksonville, Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 2020 Bonds is payable semi-annually April 1 and October 1 of each year (first interest payment due April 1, 2021) by check or draft mailed by the Paying Agent (or by wire transfer from the Paying Agent under certain circumstances) to the registered owner thereof at the close of business on the date which shall be the fifteenth day of the calendar month next preceding such interest payment date at the address appearing on the registration books of the City maintained by Regions Bank,Jacksonville,Florida. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY ("DTC") AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE. THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2020 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE 2020 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2020 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2020 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2020 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2020 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2020 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2020 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2020 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE CITY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds will be issued as fully-registered securities registered in the name of Cede& Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2020 Bond certificate will be issued for each maturity of each series of the Series 2020 Bonds as set forth in the inside cover of this Official Statement, in the aggregate principal amount thereof, and will be deposited with DTC. 5 DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust&Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Ratings ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com. Purchases of 2020 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2020 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2020 Bonds, except in the event that use of the book-entry system for the Series 2020 Bonds is discontinued. To facilitate subsequent transfers, all 2020 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2020 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2020 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2020 Bonds may wish to take 6 certain steps to augment the transmission to them of notices of significant events with respect to the Series 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2020 Bonds may wish to ascertain that the nominee holding the Series 2020 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2020 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2020 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and distributions on the Series 2020 Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2020 Bonds at any time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained,the 2020 Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, 2020 Bond certificates will be printed and delivered to DTC. Transfer of Series 2020 Bonds So long as the Series 2020 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to registration, transfer and exchange of Series 2020 Bonds do not apply to the Series 2020 Bonds. 7 Series 2020 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 Series 2020 Bonds, maturity of any other authorized denominations and type (e.g., Serial Bonds will be exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds). The Series 2020 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2020 Bonds. So long as any of the Series 2020 Bonds shall remain Outstanding, the City shall maintain and keep, at the office of the Registrar,books for the registration and transfer of the Series 2020 Bonds. Each Series 2020 Bond 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. Upon the transfer of any such Series 2020 Bond, the City shall issue, and cause to be authenticated, in the name of the transferee a new Series 2020 Bond or Series 2020 Bonds of the same aggregate principal amount and Series and maturity as the surrendered Series 2020 Bond. The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the Person in whose name any Outstanding Series 2020 Bond shall be registered upon the books of the City as the absolute owner of such Series 2020 Bond, whether such Series 2020 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 Series 2020 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 Series 2020 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. The Registrar, in any case where it is not also the Paying Agent in respect to the Series 2020 Bonds, forthwith(A)following the fifteenth day prior to an Interest Date for such Series; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Series 2020 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and holdings of Series 2020 Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Series 2020 Bond shall effect payment of interest on such Series 2020 Bonds by mailing a check or draft to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Series 2020 Bonds or transferring Series 2020 Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver such Series 2020 Bonds in accordance with the provisions of the Resolution. Execution of Series 2020 Bonds pursuant to the Resolution for purposes of exchanging, replacing or transferring Series 2020 Bonds may occur at the time of the original delivery of the Series 2020 Bonds are a part. All Series 2020 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the City to be canceled by the Registrar. For every such exchange or transfer of Series 2020 Bonds, the City or the Registrar may make a charge sufficient 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 8 be obligated to make any such exchange or transfer of Series 2020 Bonds during the fifteen days next preceding an Interest Date on the Series 2020 Bonds (other than Variable Rate Bonds), or, in the case of any proposed redemption of Series 2020 Bonds, then during the fifteen days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. Bonds Mutilated,Destroyed, Stolen or Lost In case any Series 2020 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 2020 Bond of like tenor as the Series 2020 Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds will be exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds), in exchange and substitution for such mutilated Series 2020 Bond upon surrender and cancellation of such mutilated Series 2020 Bond or in lieu of and substitution for the Series 2020 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. All Series 2020 Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any of the Series 2020 Bonds shall have matured or be about to mature,instead of issuing a substitute Series 2020 Bond, the City may pay the same or cause the Series 2020 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2020 Bonds be lost, stolen or destroyed,without surrender thereof. Any such duplicate Series 2020 Bonds issued pursuant to the Resolution shall constitute original, additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed Series 2020 Bond be at any time found by anyone, and such duplicate Series 2020 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Series 2020 Bonds issued pursuant to the Resolution. Redemption Provisions Optional Redemption The Series 2020 Bonds are subject to redemption prior to their stated dates of maturity, at the option of the City,in whole or in part on October 1, , or on any date thereafter, at a Redemption Price of 100% of the principal amount thereof, together with accrued interest on such principal amount to the redemption date. Mandatory Redemption The Series 2020 Term Bond maturing on October 1, will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Paying Agent may deem appropriate, at the Redemption Price of 100% of the principal amount of the Series 2020 Bonds so to be redeemed in the following Amortization Installments on October 1 in the years specified: Amortization Year Installment * *Final Maturity 9 Notice of Redemption Unless waived by any Holder of Series 2020 Bonds to be redeemed, notice of any redemption made pursuant to the Resolution shall be given by the Registrar on behalf of the City by mailing a copy of an official redemption notice by registered or certified mail at least thirty days and not more than sixty days prior to the date fixed for redemption to each Holder of Series 2020 Bonds to be redeemed at the address of such Holder shown on the registration books maintained by the Registrar or at such other address as shall be furnished in writing by such Holder to the Registrar; provided, however, that no defect in any notice given pursuant to the Resolution to any Holder of Series 2020 Bonds to be redeemed nor failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as to all other Holders of Series 2020 Bonds to be redeemed. Every official notice of redemption shall be dated and shall state:the redemption date, the Redemption Price, if less than all Outstanding Series 2020 Bonds are to be redeemed, the number (and, in the case of a partial redemption of any Series 2020 Bond, the principal amount) of each Series 2020 Bond to be redeemed, that, on the redemption date, the Redemption Price will become due and payable upon each such Series 2020 Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and that such Series 2020 Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar. Prior to any redemption date, the City shall deposit with the Registrar an amount of money sufficient to pay the Redemption Price of all the Series 2020 Bonds or portions of Series 2020 Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Series 2020 Bonds or portions of Series 2020 Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the City shall default in the payment of the Redemption Price) such Series 2020 Bonds or portions of Series 2020 Bonds shall cease to bear interest. Upon surrender of such Series 2020 Bonds for redemption in accordance with said notice, such Series 2020 Bonds shall be paid by the Registrar at the Redemption Price.Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Series 2020 Bond, there shall be prepared for the Holder a new Series 2020 Bond or Series 2020 Bonds of the same maturity in the amount of the unpaid principal of such partially redeemed Series 2020 Bond. All Series 2020 Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued. Notwithstanding the foregoing or any other provision of the Resolution, notice of optional redemption pursuant to the Resolution may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the City if expressly set forth in such notice. Selection of Series 2020 Bonds to be Redeemed The Series 2020 Bonds shall be redeemed only in the principal amount of$5,000 each and integral multiples thereof. The City shall, at least sixty days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Series 2020 Bonds to be redeemed. For purposes of any redemption of less than all of 10 the Outstanding Series 2020 Bonds of a single maturity, the particular Series 2020 Bonds or portions of Series 2020 Bonds to be redeemed shall be selected not more than forty-five days prior to the redemption date by the Registrar from the Outstanding Series 2020 Bonds of the maturity or maturities designated by the City by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2020 Bonds or portions of Series 2020 Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the City and Paying Agent (if the Registrar is not the Paying Agent for such Series 2020 Bonds) in writing of the Series 2020 Bonds or portions of Series 2020 Bonds selected for redemption and, in the case of any Series 2020 Bond selected for partial redemption, the principal amount thereof to be redeemed. Redemption of Portion of Series 2020 Bonds Any Series 2020 Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to, the Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the City shall execute and the Registrar shall authenticate and deliver to the Holder of such Series 2020 Bond, without service charge, a new Series 2020 Bond or Bonds, of the same interest rate and maturity, and of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 2020 Bonds so surrendered. Payment of Redeemed Series 2020 Bonds Notice of redemption having been given substantially as aforesaid, the Series 2020 Bonds or portions of Series 2020 Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the City shall default in the payment of the Redemption Price)such Series 2020 Bonds or portions of Series 2020 Bonds shall cease to bear interest. Upon surrender of such Series 2020 Bonds for redemption in accordance with said notice, such Series 2020 Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Series 2020 Bonds which have been redeemed shall be canceled by the Registrar and shall not be reissued. SECURITY FOR THE BONDS Sources of Payment The Series 2020 Bonds are limited obligations of the City payable from the Pledged Funds on parity with the Series 2017 Bonds and any Additional Bonds hereafter issued. "Pledged Funds" means the Pledged Revenues and until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts established thereunder, other than the Unrestricted Revenue Account; provided, however, that proceeds deposited in the Construction Fund in connection with the issuance of a particular Series of Bonds shall only secure such Series. "Pledged Revenues"means the Half-Cent Sales Tax Revenues, Communications Services Tax Revenues, and Public Service Tax Revenues, and shall not include any direct subsidy payments received from the United States Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar payments made by the 11 Federal Government until deposited into the Interest Account. "Half-Cent Sales Tax Revenues" means monies received by the City from the Local Government Half-Cent Sales Tax Clearing Trust Fund pursuant to the provisions of Chapter 218, Part VI, Florida Statutes. "Communications Services Tax Revenues" means all revenues received by the Issuer from the levy of Communications Services Tax. "Communications Services Tax" means the taxes on local communications services levied by the City pursuant to Chapter 202, Florida Statutes, except the receipts of taxes levied pursuant to Section 202.12, Florida Statutes. "Public Service Tax Revenues" means all revenues received by the City from the levy of Public Service Taxes. "Public Service Tax" means such tax as levied and collected by the City pursuant Ordinance No. 542 enacted by the City Commission on October 19, 1971, as amended by Ordinance No. 92-20 enacted by the City Commission on September 1, 1992 (and codified in Chapter 160, Taxation, Article I of the City's Code of Ordinances), in accordance with and pursuant to Section 166.231, Florida Statutes also referred to from time to time as the utility service tax. The City has experienced a decline in certain Pledged Revenues as a result of COVID-19 and expects to continue to see a decline, but cannot predict the extent or duration of such decline. See "RISK FACTORS" herein for more information about the impacts of COVID-19 on the City and its collection of Pledged Revenues. THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO HOLDER OF ANY SERIES 2020 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2020 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION. Funds and Accounts The City covenanted and agreed in the Resolution to establish with a bank or trust company in the State of Florida, which is eligible under the laws of such State to receive funds of the City, separate funds to be known as the "Revenue Fund," the "Debt Service Fund," and the "Construction Fund." The City shall maintain in the Revenue Fund two accounts: the "Restricted Revenue Account" and the "Unrestricted Revenue Account." The City shall maintain in the Debt Service Fund four accounts: the "Interest Account," the "Principal Account," the "Bond Amortization Account," and the "Reserve Account." Moneys in the aforementioned funds and accounts, other than the Unrestricted Revenue Account, until applied in accordance with the provisions of the Resolution, shall be subject to a lien and charge in favor of the Holders and for the further security of the Holders. The City shall at any time and from time to time appoint one or more qualified depositories to hold, for the benefit of the Bondholders, any one or more of the funds and accounts established by the Resolution. Such depository or depositories shall perform at the direction of the City the duties of the City in depositing, transferring and disbursing moneys to and from each of such funds and accounts as set forth in the Resolution, and all records of such depository in performing such duties shall be open at all reasonable times to inspection by the City and its agents and employees. The moneys required to be accounted for in each of the foregoing funds and accounts established in the Resolution may be deposited in a single bank account, and funds allocated to the various funds and 12 accounts established therein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds and accounts as therein provided. The designation and establishment of the various funds and accounts in and by the Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as therein provided. Flow of Funds The City shall deposit the Pledged Revenues (only to the extent a sufficient amount is not already on deposit from other legally available revenue sources of the City in amounts sufficient to satisfy all payment obligations under the Resolution), and any direct subsidy payments received from the United States Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar payments made by the Federal government, into the Restricted Revenue Account promptly upon receipt thereof. The moneys in the Restricted Revenue Account shall be deposited or credited on or before the 21st day of each month, commencing with the month in which delivery of the Series 2020 Bonds shall be made to the purchaser or purchasers thereof, or such later date as hereinafter provided, in the following manner and in the following order of priority: 1. Interest Account. The City shall deposit into or credit to the Interest Account the sum which, together with the balance in said Account, shall equal the interest on all Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar month. Moneys in the Interest Account shall be used to pay interest on the Bonds as and when the same become due, whether by redemption or otherwise, and for no other purpose. The City shall adjust the amount of the deposit into the Interest Account not later than the month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. Any direct subsidy payments received from the United States Treasury relating to Direct Subsidy Bonds or any other interest subsidy or similar payments made by the Federal government shall be used to pay interest on Bonds issued as Direct Subsidy Bonds. 2. Principal Account. Next,the City shall deposit into or credit to the Principal Account the sum which, together with the balance in said Account, shall equal the principal amounts on all Outstanding Bonds due and unpaid and that portion of the principal next due within one year which would have accrued on said Bonds during the then current calendar month if such principal amounts were deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar months of thirty days each) in equal amounts from the next preceding principal payment due date, or, if there is no such preceding principal payment due date, from a date one year preceding the due date of such principal amount. Moneys in the Principal Account shall be used to pay the principal of the Bonds as and when the same shall mature, and for no other purpose. The City shall adjust the amount of deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on such principal payment date. Payments to the Principal Account shall be on parity with payments to the Bond Amortization Account. 13 3. Bond Amortization Account. Commencing in the month which is one year prior to any Amortization Installment due date, the City shall deposit into or credit to the Bond Amortization Account the sum which, together with the balance in said Account, shall equal the Amortization Installments on all Bonds Outstanding due and unpaid and that portion of the Amortization Installments of all Bonds Outstanding next due which would have accrued on such Bonds during the then current calendar month if such Amortization Installments were deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar months having thirty days each) in equal amounts from the next preceding Amortization Installment due date, or, if there is no such preceding Amortization Installment due date, from a date one year preceding the due date of such Amortization Installment. Moneys in the Bond Amortization Account shall be used to purchase or redeem Term Bonds in the manner provided in the Resolution, and for no other purpose. The City shall adjust the amount of the deposit into the Bond Amortization Account not later than the 21st month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments on the Bonds coming due on such date. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization Installment was established)may be applied by the City, on or prior to the sixtieth day preceding the due date of such Amortization Installment(a)to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established, at a price not greater than the Redemption Price at which such Term Bonds may be redeemed on the first date thereafter on which such Term Bonds shall be subject to redemption, or (b) to the redemption at the applicable Redemption Price of such Term Bonds, if then redeemable by their terms. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the sixtieth day preceding the due date of any such Amortization Installment, the City shall proceed to call for redemption on such due date, by causing notice to be given as provided in the Resolution, Term Bonds of the Series and maturity for which such Amortization Installment was established (except in the case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The City shall pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the City from the Revenue Fund. 4. Reserve Account. Next, the City shall deposit into or credit to the Reserve Account and/or any subaccount hereafter created therein a sum sufficient to maintain therein an amount equal to the applicable Reserve Account Requirement. Moneys in the Reserve Account(or any subaccount therein) shall be used only for the purpose of the payment of maturing principal, interest or Amortization Installments on the Bonds which are secured thereby when the other moneys in the Debt Service Fund are insufficient therefor, and for no other purpose. However, whenever the moneys on deposit in the Reserve Account (or any subaccount therein) exceed the applicable Reserve Account Requirement, such excess shall be withdrawn and deposited into the Interest Account. 14 Upon the issuance of any Additional Bonds under the terms, limitations and conditions as provided in the Resolution, the City may, on the date of delivery of such Additional Bonds, create and establish a separate subaccount in the Reserve Account to secure such Series of Bonds, and may also establish an applicable Reserve Account Requirement. Such required sum may be paid in full or in part from the proceeds of such Additional Bonds. No separate subaccount has been created with respect to the Series 2020 Bonds.See"—No Reserve Funding" below. Notwithstanding the foregoing provisions, in lieu of the required cash deposits into the Reserve Account (or any subaccounts therein), subject to the written consent of the Insurer or Insurers, if any, the City may, at any time, cause to be deposited into the Reserve Account (or any subaccounts therein) a surety bond, irrevocable letter of credit, guaranty or an insurance policy for the benefit of the applicable Bondholders in an amount equal to the difference between the applicable Reserve Account Requirement and the sums then on deposit in the Reserve Account and/or subaccount therein. Such surety bond, irrevocable letter of credit, guaranty or insurance policy shall be payable to the Paying Agent (upon the giving of notice as required thereunder) on any Interest Date on which a deficiency exists which cannot be cured by funds in any other fund or account held pursuant to the Resolution and available for such purpose. Repayment of draws made from a surety bond, irrevocable letter of credit, guaranty or an insurance policy provided pursuant to this paragraph, shall be made in accordance with a Supplemental Resolution. Whenever the amount in the Reserve Account or any subaccount therein, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all applicable Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account (or any subaccounts therein) may be transferred to the other accounts of the Debt Service Fund for the payment of such Bonds. 5. Unrestricted Revenue Account. The balance of any moneys after the deposits required by the Resolution may be transferred, at the discretion of the City, to the Unrestricted Revenue Account or to any other appropriate fund or account of the City and be used for any lawful purpose. The City, in its discretion, may use moneys in the Principal Account and the Interest Account to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the City's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. No Reserve Funding The City has established in the Resolution that the Reserve Requirement with respect to the Series 2020 Bonds is zero dollars ($0.00) and has not created a separate subaccount in the Reserve Account for the Series 2020 Bonds. The Series 2020 Bonds shall not be secured by any other account or subaccount in the Reserve Fund. The Reserve Requirement for the Series 2017 Bonds is also zero dollars ($0.00) and the Series 2017 Bonds are not secured by any other account or subaccount in the Reserve Fund. Construction Fund The City has covenanted and agreed to use moneys on deposit in the Construction Fund only for payment of the Cost of a Project. Moneys in the Construction Fund which derive from a particular Series of Bonds,until applied in payment of the Cost of a Project in the manner provided in the Resolution,shall 15 be held in trust by the City and shall be subject to a lien and charge in favor of the Holders of such Series of Bonds and for the further security of such Holders and shall not be subject to a lien or provide further security to the Holders of any other Series of Bonds issued pursuant to the Master Resolution. Additional Parity Obligations No Additional Bonds payable on a parity with the Bonds then Outstanding pursuant to the Resolution shall be issued except upon the conditions and in the manner provided in the Resolution.The City may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing or refinancing the Cost of an Additional Project, or the completion thereof or of the Initial Project of the City, or refinancing Subordinate Indebtedness. No such Additional Bonds shall be issued unless the following conditions are complied with: 1. There shall have been obtained and filed with the City a statement of the Finance Director (1) setting forth the amount of the Pledged Revenues which have been received by the City during the most recent Fiscal Year for which audited financial statements are available; and (2) stating that the amount of the Pledged Revenues received during the aforementioned twelve month period equaled at least 1.35 times the Maximum Annual Debt Service of all Bonds then Outstanding including such proposed Additional Bonds with respect to which such statement is made (together with Policy Costs). "Policy Costs" means any repayment or payment obligations due and owing in connection with on any surety bond on deposit in the Reserve Account. In the event the Act is amended to provide for additional Pledged Revenues to be distributed to the City, the City may then for the purpose of determining whether there are sufficient Pledged Revenues to meet the coverage tests specified in the Resolution, have the Finance Director assume that such additional Pledged Revenues were in effect during the applicable Fiscal Year. For the purposes of the covenants contained in the Resolution, Annual Debt Service with respect to Variable Rate Bonds shall be determined assuming that such obligations bear interest at the higher of 6.00% per annum or the actual interest rate borne during the month immediately preceding the date of calculation. The foregoing notwithstanding, for purposes of calculating Annual Debt Service, any Variable Rate Bonds with respect to which the City has entered into an interest rate swap or interest rate cap for a notional amount equal to the principal amount of such variable rate indebtedness shall be treated for purposes of the Resolution as bearing interest at a fixed rate equal to the fixed rate payable by the City under the interest rate swap, or the capped rate provided by the interest rate cap. 2. Additional Bonds shall be deemed to have been issued pursuant to the Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of the Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to the Resolution. All Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bond over any other. 3. In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions described above shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of Annual Debt Service on the Outstanding Bonds becoming due in the current Bond Year or in any subsequent Bond Years. The conditions described above shall apply to Additional Bonds issued to refund Subordinated Indebtedness 16 and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. Subordinated Indebtedness The City will not issue any other obligations, except under the conditions and in the manner provided in the Resolution, payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The City may 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. The City shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to the Resolution. The City has agreed in the Resolution to pay promptly any Subordinated Indebtedness as the same shall become due. Investments The Construction Fund, the Restricted Revenue Account and the Debt Service Fund 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 and the investment policy of the City. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund may be invested and reinvested 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 account of the Construction Fund,the Interest Account, the Principal Account, the Bond Amortization Account, the Reserve Account or any subaccounts therein (but only to the extent that the amount therein is less than the applicable Reserve Account Requirement) and the Restricted Revenue Account shall be retained in such respective Fund or Account unless otherwise required by applicable law. To the extent that the amount in the Reserve Account or any subaccounts therein is equal to or greater than the applicable Reserve Account Requirement, any and all income received by the City from the investment of moneys therein shall be transferred, upon receipt, and deposited into the Interest Account. See"APPENDIX C — The Resolution" attached hereto for the definition of"Permitted Investments." DESCRIPTION OF PLEDGED REVENUES Local Government Half-Cent Sales Tax The City has experienced a decline in Half-Cent Sales Tax Revenue collections as a result of declines in retail sales as a result of COVID-19 and expects to continue to see a decline in Half-Cent Sales Tax Revenue collections but cannot predict the extent or duration of such decline. See "RISK FACTORS" herein for more information about the impacts of COVID-19 on the City and its receipt of Half-Cent Sales Tax Revenues because of reduced retail sales. Chapter 212, Florida Statutes, authorizes the levy and collection by the State of a sales tax upon, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the Local Government Half-Cent Sales Tax Program (the "Half-Cent Sales Tax Program") which distributes a 17 portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half-Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half-Cent Sales Tax Program, thus giving rise to the name "Half-Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half-Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half-Cent Sales Tax" has continued to be utilized. As of October 1, 2001, the Local Government Half- Cent Sales Tax Clearing Trust Fund (the "Half-Cent Sales Tax Trust Fund") began receiving a portion of certain taxes imposed by the State on communications services pursuant to Chapter 202, Florida Statutes. Accordingly, moneys distributed from the Half-Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and certain taxes imposed on the sales of communications services required to be deposited into the Half-Cent Sales Tax Trust Fund. The Half-Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State on a monthly basis. Chapter 218, Part VI, Florida Statutes, (the "Sales Tax Act") provides for penalties and fines,including criminal prosecution, for non-compliance with the provisions thereof. The general rate of sales tax in the State is currently 6%. Section 212.20,Florida Statutes, provides for the distribution of 8.9744% of sales tax revenues to the Half-Cent Sales Tax Trust Fund, after providing for certain transfers to the State's General Fund and the Public Employees Relations Commission Trust Fund. Such amount deposited in the Half-Cent Sales Tax Trust Fund is earmarked for distribution to the governing body of such county and each eligible municipality within that county pursuant to the following distribution formula: County Share (percentage of total Half-Cent = unincorporated + 2/3 incorporated Sales Tax receipts) area population area population total county population + 2/3 incorporated area population Municipality Share (percentage of total Half-Cent = municipality population Sales Tax receipts) total county population + 2/3 incorporated area population For purposes of the foregoing formula, "population" is based upon the latest official State estimate of population certified prior to the beginning of the local government fiscal year. Should the City annex any area or should any area of the City de-annex from the City, the share of the Half-Cent Sales Tax received by the City would be respectively increased or decreased according to the foregoing formula. The Half-Cent Sales Taxes are distributed from the Half-Cent Sales Tax Trust Fund on a monthly basis to participating units of local government in accordance with the Sales Tax Act. The Sales Tax Act permits the City to pledge its share of the Half-Cent Sales Tax for the payment of principal of and interest on any capital project. 18 To be eligible to participate in the Half-Cent Sales Tax Program, each municipality and county is required to have satisfied these Eligibility Requirements(defined below).The City must have: (i) reported its finances for its most recently completed fiscal year to the Florida Department of Banking and Finance as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special mileages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county(in the case of a municipality), collected an occupational license tax,utility tax, or ad valorem tax, or any combination of those three sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law;and (vii) certified to FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of a county or municipality as required by law. The requirements described in (i) through (vii) are referred to herein as the "Eligibility Requirements". If the City does not comply with the Eligibility Requirements, the City would lose its Half-Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by FDOR. The City has continuously maintained eligibility to receive the Half-Cent Sales Tax. Although the Sales Tax Act does not impose any limitation on the number of years during which the City can receive distribution of the Half-Cent Sales Tax Revenues from the Half-Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional requirements of eligibility for counties and municipalities participating in the Half-Cent Sales Tax Program, and it is not unusual for the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, to be revised from time to time. The City receives approximately 4.15% of the Half-Cent Sales Tax collected within Orange County,Florida(the"County"). The table below provides historical half-cent sales tax revenues distributed to the City for the fiscal years ended September 30,2010 through and including 2019. 19 CITY OF OCOEE,FLORIDA HISTORICAL HALF-CENT SALES TAX REVENUE DISTRIBUTION Fiscal Year Half-Cent Ended September 30 Sales Tax Revenues Percentage Change 2010 $3,956,965 --% 2011 4,391,828 10.99 2012 4,598,067 4.70 2013 4,924,796 7.11 2014 5,314,028 7.90 2015 5,665,490 6.61 2016 6,084,185 7.39 2017 6,359,607 4.53 2018 7,013,913 10.29 2019 7,365,056 5.01 Source: City of Ocoee,Florida Finance Department Collections of Half-Cent Sales Tax Revenues received by the City for the ten-month period ended July, 2020 totaled $5,533,965 (unaudited). Collections for the same ten-month period for the fiscal year ended September 30,2019 totaled$6,124,524. A comparison of such ten-month periods(the"Comparison Period") reflects a total 10% decrease in collections. The table below reflects month by month collections and percentage increase/decrease for that Comparison Period. Monthly Half- Monthly Half- Cent Sales Tax Cent Sales Revenue Tax Revenue Collections Percent Month Collections Month (unaudited) Increase/Decrease October 2018 $533,005 October 2019 $589,188 11% November 2018 571,294 November 2019 585,622 3 December 2018 602,959 December 2019 643,836 7 January 2019 620,607 January 2020 659,892 6 February 2019 669,182 February 2020 721,256 8 March 2019 585,275 March 2020 647,966 11 April 2019 587,741 April 2020 620,599 6 May 2019 702,371 May 2020 463,034 (34) June 2019 619,909 June 2020 273,521 (56) July 2019 612,180 July 2020 329,051 (46) The City expects it will continue to see a decrease in Half-Cent Sales Tax Revenue collections as a result of declines in retail sales as a result of COVID-19,but cannot predict the extent or duration of such decline. See "RISK FACTORS"herein for more information about the impacts of COVID-19 on the City and its receipt of Half-Cent Sales Tax Revenues because of reduced retail sales. The amount of Half-Cent Sales Tax Revenues received by the City is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the State, (ii) legislative changes relating to the overall sales tax, which may include changes in the scope of taxable 20 sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Half- Cent Sales Tax Trust Fund, (iii) changes in the relative population of the City to the County,which affect the percentage of Local Government Half-Cent Sales Tax received by the City, and (iv) other factors which may be beyond the control of the City, including but not limited to the potential for increased use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amount of sales tax collected by the State and then distributed to the City. See "—Recent Legislation" below for a description of certain recent and proposed legislation that could have an adverse effect on the amount of Half-Cent Sales Tax Revenues received by the City in the future. Local Communications Services Tax The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "CSTA") established, effective October 1, 2001, a local communications services tax on the sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same date repealed Section 166.231(9), Florida Statutes, which previously granted municipalities the authority to levy a utility services tax on the purchase of telecommunications services. See "—Public Service Tax" below. Pursuant to Ordinance No. 2001-13 enacted by the City Commission on June 19, 2001, the City's local communications services tax rate is 5.22%, which is the maximum City's utility tax rate under Florida Law. The proceeds of the local communications services tax, less the FDOR cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the City are deposited into the City's General Fund and may be used for any public purpose. The revenues that are received by the City from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness. The CSTA replaced the former public service tax on telecommunications, including pre-paid calling arrangements, as well as any revenues from franchise fees on cable and telecommunications service providers and permit fees relating to placing or maintaining facilities in rights-of-way collected from providers of certain telecommunications services, with the local communications services tax. The communications services tax applies to a broader base of communications services than the former public service tax on telecommunications. The local communications services tax applies to the purchase of "communications services" which originated or terminated within the City, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points,by or through any electronic,radio, satellite,cable,optical,microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. 21 (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising, including,but not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. (h) Internet access service,electronic mail service, electronic bulletin board service, or similar on-line services. While such services have historically been taxed if the charges for such services are not stated separately from the charges for communications services on a customer's bill, providers now have the ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's books and records kept in the regular course of business. The dealer may support the allocation of charges with books and records kept in the regular course of business covering the dealer's entire service area,including territories outside of the State of Florida. The sale of communications services to (i) the federal government, or any instrumentality or agency thereof, or any entity that is exempt from state taxes under federal law, (ii)the State or any county, municipality or political subdivision of the State when payment is made directly to the dealer by the governmental entity, and (iii) any home for the aged or educational institution (which includes state tax- supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums, among others) or religious institutions (which include, but are not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications services tax. In addition, the local communications services tax does not apply to any direct home satellite service. The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the local communications services tax, such provider is entitled to a credit against the amount of such local communications services tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section 202.18(3), Florida Statutes. However, the City does not impose any such fees or charges on communications services providers. Under the CSTA, local governments must work with the FDOR to properly identify service addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The City believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate. 22 Providers of communications services collect the local communications services tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a data base that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments after deducting up to 1%of the total revenues generated as an administrative fee. The amount of local communications services tax revenues received by the City is subject to increase or decrease due to(i) increases or decreases in the dollar volume of taxable sales within the City, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. The amount of the local communications services tax revenues collected within the City may be adversely affected by de-annexation. Such de-annexation would decrease the number of addresses contained within the City. At this time, there are no de-annexations anticipated within the City. The table below provides historical Communications Services Tax Revenues collected by the City for the fiscal years ended September 30, 2010 through and including 2019 and Communications Services Tax Revenues collected by the City for the ten month period ending July 31,2020(unaudited). CITY OF OCOEE,FLORIDA HISTORICAL COMMUNICATIONS SERVICES TAX REVENUES DISTRIBUTION Fiscal Year Communications Ended September 30 Services Tax Revenues Percentage Change(') 2010 $1,436,491 --% 2011 1,345,646 (6.3) 2012 1,330,929 (1.1) 2013 1,312,238 (1.4) 2014 1,238,701 (5.6) 2015 1,181,276 (4.6) 2016 1,102,210 (6.7) 2017 1,051,040 (4.6) 2018 981,126 (6.7) 2019 1,014,220 3.4 2020(2) 882,148 N/A (1) Exemptions to certain services and plans, advances in technology, and shifts in the market have led to the decline in Communications Services Tax Revenues. (2) Reflects unaudited Communication Services Tax Revenues for the ten month period ending July 31,2020. Source: City of Ocoee,Florida Finance Department. Public Service Tax The"Public Service Tax" (also, commonly referred to as the"Utility Services Tax") is imposed by the City pursuant to the Constitution of the State and Section 166.231, Florida Statutes, and other applicable provisions of law. Florida law authorizes any municipality in the State to levy a public service tax on the purchase within such municipality of electricity, metered natural gas, liquefied petroleum gas either metered or bottled, manufactured gas either metered or bottled, and water service. 23 Services competitive with those enumerated in the previous sentence, as defined by ordinance, shall be taxed on a comparable basis at the same rates. However, fuel oil shall be taxed at a rate not to exceed 4 cents per gallon. Pursuant to Ordinance No.542 enacted by the City Commission on October 19, 1971, as amended by Ordinance No. 92-20 enacted by the City Commission on September 1, 1992 (collectively, the"Public Service Tax Ordinance"),the City levied a public service tax on the purchase of electricity and metered or bottled gas, whether natural liquefied petroleum gas or manufactured fuel oil delivered in the City at a rate of ten percent (10%) of the charge made by the seller of such service. The public service tax shall be levied only upon purchases within the corporate limits of the City and shall not exceed ten (10%) percent of the payments received by the seller of the taxable item from the purchaser for the purchase of such service. This tax is required to be paid by the purchaser thereof to the seller of such electricity at the time of paying the charge therefor,but not less than monthly. Florida law provides that a municipality may exempt from the public service tax the first 500 kilowatts of electricity per month purchased for residential use, metered or bottled gas or fuel oil for agricultural purposes, purchases of electricity, natural gas, liquefied petroleum gas or manufactured gas by industrial customers for use in industrial manufacturing or processing facilities in the City and electrical energy used in a facility located in a designated enterprise zone. The City has implemented exemptions for sale of natural gas to a public or private utility, including a utility operated by the City, or other municipal corporation and rural electric cooperative associations, either for resale or for use as a fuel in the generation of electricity. Additional statutory exemptions are accorded to purchases for resale or for use as fuel in the generation of electricity, or the purchase of fuel oil or kerosene for use as an aircraft engine fuel or propellant or for use in internal combustion engines. The public service tax shall not be applied against any fuel adjustment charge. The term "fuel adjustment charge" means all increases in the cost of utility services to the ultimate consumer resulting from an increase in the cost of fuel to the utility subsequent to October 1, 1973. The public service tax must be collected by the seller from purchasers at the time of sale and remitted to the City on a monthly basis. Taxes on most utility services are separately itemized on the bill rendered to customers, but separate disclosure is not required. A failure by a consumer to pay that portion of the bill attributable to the public service tax may result in a suspension of the service involved in the same fashion as the failure to pay that portion of the bill attributable to the particular utility service. The primary source of Public Service Tax Revenues relate to electric services currently provided by Duke Energy. Public Service Tax Revenues received in fiscal year ended September 30,2019 from this source totaled $3,367,439, or approximately 84% of all Public Service Tax Revenues received by the City in such fiscal year. The amount of Public Service Tax Revenues collected by the City may fluctuate as the price of fuel, gas, electricity and the other services subject to the Public Service Tax fluctuates and a sustained increase in the price thereof may have an adverse effect on the amount of Public Service Tax collected. The table below provides historical Public Service Tax Revenues collected by the City for the fiscal years ended September 30, 2010 through an including 2019 and Public Service Tax Revenues collected by the City for the ten month period ending July 31,2020 (unaudited). 24 CITY OF OCOEE,FLORIDA HISTORICAL PUBLIC SERVICE TAX REVENUES Year Ended Public Service Percentage September 30 Tax Revenues Change 2010 $3,157,954 --% 2011 3,084,358 (2.3) 2012 2,911,601 (5.6) 2013 3,003,838 3.2 2014 3,242,016 7.9 2015 3,213,389 (0.9) 2016 3,352,691 4.3 2017 3,446,277 2.8 2018 3,601,253 4.5 2019 4,010,073 11.4 2020(1) 3,522,097 N/A (1) Reflects unaudited Public Service Tax Revenues for the ten month period ending July 31,2020. Source: City of Ocoee,Florida Finance Department. CITY OF OCOEE,FLORIDA PRO FORMA DEBT SERVICE COVERAGE ON THE BONDS Fiscal year Ended September 30 2015 2016 2017 2018 2019 Public Service Tax $3,213,389 $3,352,691 $3,446,277 $3,601,253 $4,010,073 Communications Services Tax 1,181,276 1,102,210 1,051,040 981,126 1,014,220 Half-Cent Sales Tax 5,665,490 6,084,185 6,359,607 7,013,913 7,365,056 Total Pledged Funds $10,060,155 $10,539,086 $10,856,924 $11,596,292 $12,389,349 Maximum Annual Debt Service on the Bonds(1) $3,075,188 $3,075,188 $3,075,188 $3,075,188 $3,075,188 Pro Forma Debt Service Coverage(2) 3.27x 3.43x 3.53x 3.77x 4.03x (1) Maximum Annual Debt Service includes actual debt service on the Series 2017 Bonds and estimated debt service on the Series 2020 Bonds based on a final maturity of October 1,2046 and an estimated true interest cost rate of 3.00%. (2) Debt Service Coverage is expected to decline for fiscal year ending September 30,2020 due to the effects of the COVID-19 pandemic. The City cannot predict the extent or duration of such effects. See "—Local Government Half-Cent Sales Tax" above for unaudited Comparison Period results of Half-Cent Sales Tax collections and"RISK FACTORS"below for more information about COVID-19 and its impacts on the City. Outstanding Obligations The City currently has outstanding its Capital Improvement Revenue Note, Series 2009 (the "Series 2009 Note") and Non-Ad Valorem Refunding Revenue Note, Series 2012 (the "Series 2012 Note") which are each secured by a covenant to budget and appropriate legally available non-ad valorem revenues. The Pledged Revenues securing the Series 2020 Bonds constitute a portion of the City's non-ad 25 valorem revenues, and may only be available to pay debt service on the Series 2009 Note and the Series 2012 Note after debt service on the Series 2017 Bonds and the Series 2020 Bonds is paid. The City fully anticipates compliance with any covenants relating to the issuance of additional debt contained within the resolutions authorizing the Series 2009 Note and the Series 2012 Note. Recent Legislation The Florida Legislature passed CS/HB 7087 during its 2018 session that went into effect on July 1, 2018. Among other things, CS/HB 7087 implemented new, extended, or expanded sales tax exemptions including: sales tax credits for contributions to the Gardiner Scholarship and Florida Tax Credit Scholarship programs; certain generators for nursing homes and assisted living facilities; and certain purchases of agriculture related fencing materials and building materials for repair of storm damage from Hurricane Irma. The Florida Legislature passed CS/HB 7097 during its 2020 session that goes into effect on July 1,2020. Among other things, CS/HB 7097 added sales tax holidays including a three day"back to school" holiday for clothing, footwear, school supplies and computers and a seven day "disaster preparedness" holiday for sales of specified items related to disaster preparedness. The City does not expect CS/HB 7087 and CS/HB 7097 will have an adverse impact on its ability to pay debt service on the Series 2020 Bonds. RISK FACTORS In addition to other factors described in this Official Statement, the future financial condition of the City and/or its collection of the Pledged Revenues could be affected adversely by, among other things, public health emergencies, legislation, economic conditions, demographic changes, hurricanes and litigation,some of which are described in further detail below: Infectious Disease. The City's financial results could be harmed by a national or localized outbreak of a highly contagious, epidemic or pandemic disease. Specifically, there can be no assurances that the spread of the novel strain of coronavirus called COVID-19, or other highly contagious or epidemic or pandemic diseases, will not adversely impact the City's collection of the Pledged Revenues or any of the City's finances and/or its financial position, including pension funding and property tax valuations. COVID-19 was characterized by the World Health Organization on March 11, 2020, as a pandemic. Responses to COVID-19 have varied at the local, state and national levels. On March 13, 2020, President Trump declared a national emergency in response to COVID-19. Both prior and subsequent to the President's declaration, a variety of federal agencies, along with state and local governments, have implemented efforts designed to limit the spread of COVID-19. Among other matters, the Florida Governor has issued executive orders to address the impact of COVID-19. Most recently, Executive Order 20-139 was issued on June 5, 2020, bringing all but three (3) Florida counties into Phase 2 of the "Safe. Smart. Step-by-Step Plan for Florida's Recovery." Since the pandemic declaration, COVID-19 has negatively affected travel, commerce, and financial markets globally, and is widely expected to continue to negatively affect economic growth and financial markets worldwide, including within Florida. These negative impacts could reduce property values,and/or significantly and materially slow retail sales. The continued spread of COVID-19, and measures taken to prevent or reduce it, have, and are anticipated to, adversely impact state,national and global economic activities and, accordingly, adversely impact the financial condition and performance of the State and the City, and the extent of that impact could be material. Recently, stock markets in the U.S. and globally have seen significant volatility and declines that have been attributed, at least in part, to the COVID-19 concerns. While the impact on the 26 City is uncertain at this time, the City is monitoring the impact of COVID-19 and will address such impacts, as necessary. However, due to the unprecedented nature of the spread of COVID-19, the duration and extent of the impact of COVID-19 on the City's revenues, expenses and cash flow or ratings are uncertain and cannot be quantified at this time. See "DESCRIPTION OF PLEDGED REVENUES — Local Government Half-Cent Sales Tax" and "RATINGS" herein, and "APPENDIX B - CITY OF OCOEE, FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30, 2019"attached hereto. While the foregoing describes certain risks related to the current outbreak of COVID-19, the same risks may be associated with any contagious epidemic or pandemic or disease. Cyber Security. The City, like many other governmental entities, relies on a technology environment to conduct its operations. As such,it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be no assurance that any security and operational control measures implemented by the City will be completely successful to guard against and prevent cyber threats and attacks. The result of any such attack could impact operations and/or digital networks and the costs of remedying any such damage could be significant. The City has a disaster recovery manual that is frequently reviewed and updated. In terms of operational security, the City uses off-site email filtering services that checks each incoming and outgoing message for malware. The City's website is hosted at a remote location with no connection to the City's network. Internet connection points were distributed to multiple locations that are all protected by several firewalls and other levels of security and local and remote locations. Traffic for public Wi-Fi services is not comingled with security City traffic. The City deploys all software updates on a routine basis. The City has a complete, real-time backup of all data at a second server location that can provide full failover services due to an outage at City Hall, including city government continuation should a cyberattack occur. There is also a complete secure 24-hour cycle backups that are isolated from the network. A honeypot trap has been established with continuous network traffic monitoring that allows staff to detect and observe any attempts to hack the City's network. The City provides cybersecurity training to all staff and test that training regularly through managed mock-phishing campaigns that send an employee to additional training if they fail the test. The City has monthly cyberattack testing conducted by federal agencies to check the network for any weak elements, participate in the Multi-State Information Sharing and Analysis Center (MS-ISAC), and work with regional, state, and federal partners on a continuing basis to ensure we have the latest information regarding cyber threats. Senior IT staff are certified in cybersecurity methods and receive frequent training in the latest measures. Climate Change and Natural Disasters. The State is naturally susceptible to the effects of extreme weather events and natural disasters including floods, droughts, and hurricanes, which could result in negative economic impacts local governments. Such effects can be exacerbated by change in climate. The occurrence of such extreme weather events could damage the local infrastructure that provides essential services to the City. The economic impacts resulting from such extreme weather events could include a loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the City. Legislative Changes. New proposals may be presented regarding ad valorem tax reform or one or more sources of the Pledged Revenues during upcoming legislative sessions. It is impossible to predict 27 with certainty whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor of the State, if adopted, the form thereof or the impact that any pending or future legislation will or may have on the Pledged Revenues. THE CITY General The City was incorporated in 1925. It is located approximately 10 miles west of Orlando, is bounded on the west by the City of Winter Garden, Florida and on the south by the City of 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 the County. The City's permanent population as of September 30, 2019 was 47,580. Further demographic information regarding the City is included in APPENDIX A hereto. City Government The City is governed by a Commission-Manager form of government. The four City Commissioners and the Mayor are elected on staggered three-year terms of office. The City Commission constitutes the governing body and authority of the City with all the powers and privileges granted and provided in its Charter. The members of the City Commission and the expiration of their terms of office are as follows: City Commissioners District Term Expires Rusty Johnson,Mayor At Large March 2023 Larry Brinson,Sr. 1 March 2023 Rosemary Wilsen 2 March 2021 Richard Firstner 3 March 2023 George Oliver III 4 March 2021 Scott Cookson, City Attorney. The City Commission appoints a City Attorney who acts as the attorney and counselor for the City. The City Attorney prepares and/or reviews as to form and legality all contracts, agreements, bonds and other written instruments to which the City is a party. He also prosecutes and defends complaints, suits and other controversies on behalf of the City. Scott Cookson currently serves as the City Attorney for the City and has served in that capacity for four years. Mr. Cookson is an attorney at the law firm of Shuffield, Lowman & Wilson, P.A. He received his law degree from the University of Florida in 1997 and has been a member of The Florida Bar since 1998. 28 Administration Robert D. Frank, City Manager. The City Commission appoints a City Manager who serves as the chief administrative officer of the City. The powers and duties of the City Manager include directing and supervising the administration of all departments, offices and agencies of the City, preparing and submitting to the City Commission the annual budget and capital program for the City, preparing and submitting to the City Commission a complete report on the finances and administrative activities of the City and other duties as required under the Charter. Robert Frank currently serves as the City Manager for the City and has served in that capacity for 12 years. He graduated from Florida Atlantic University with a master's degree in public administration. He is also the recipient of a bachelor of engineering technology from the State University of New York. Mr. Frank has a broad range of public sector experience, which includes positions as Assistant City Manager, Assistant Director of Public Works, Deputy County Manager, Director of Public Works, Paramedic, Parks and Recreation, Police Officer, Process Control Engineer, and Utilities. In addition, he has completed certificate programs in Strategic Management and Executive Leadership from the Florida International University. Mr. Frank is certified as a "credentialed city manager" by the International City Management Association. Melanie Sibbitt, City Clerk. The City Manager appoints the City Clerk. The powers and duties of the City Clerk include providing notice of City Commission meetings, attending and keeping minutes, and acting as custodian of the City's seal, ordinances, resolutions and other documentation pertaining to the City, preserving and filing all contracts and agreements to which the City is a party, attesting to the Mayor's signature and other duties as required under the Charter. Melanie Sibbitt has been employed by the City for 19 years. Within her 19 years of governmental experience she was Deputy City Clerk for 12 years until recently promoted to City Clerk. She received her Associates of Arts in Business Administration from Valencia Community College. She is a Certified Municipal Clerk through the International Institute of Municipal Clerks (IIMC). Mrs. Sibbitt is currently a member of the Florida Association of City Clerks (FACC) and the International Institute of Municipal Clerks(IIMC). Rebecca Roberts, Finance Director. The City Manager appoints the Finance Director. The Finance Director is responsible for the accounting of all monies received and paid on behalf of the City, verifying that prudence and due diligence are used in the expenditure of City funds, ensuring compliance with all laws and regulations for financial reporting, and the safeguarding of the City's assets. Rebecca Roberts, CPA, is a Certified Public Accountant with over ten years government finance experience. She has served as the Finance Director for the City since 2018 where she manages the City's Finance Department a 14-person office whose responsibilities include Finance, Accounting, Procurement, Treasury Management, and Customer Service. She is also currently the President of the Board of the Florida Short Term Asset Reserve (FLSTAR). Prior to working at the City, Ms. Roberts previously held the positions of Chief Financial Officer with the School District of Manatee County, Florida and Division Chief/Chief Accountant with the City of Baltimore, Maryland. Prior to assuming the role in Baltimore, Ms. Roberts held senior leadership positions in the private sector and served on various boards and committees. Ms. Roberts is a graduate of the University of Maryland—University College/Asian Division with a bachelor's degree. 29 Annual Audit The Charter of the City requires the City Commission provide for an independent annual audit of all City accounts. Audits are required to be made by a certified public accountant or firm of accountants who or which have no personal interest, direct or indirect, in the fiscal affairs of the City government or any of its officers. Florida law also requires that an annual audit of all City accounts and records be completed within nine months following the end of each Fiscal Year by an independent certified public accountant retained by the City and paid from its public funds. The City has retained an independent certified public accountant for such purpose. See "FINANCIAL STATEMENTS" herein and "APPENDIX B — CITY OF OCOEE, FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30,2019"hereto. Description of Financial Practices The financial statements of the City are prepared in conformity with generally accepted accounting principles as applied to local government finances. The City uses funds and accounts groups to report on its financial position and the results of its operations. A summary of significant accounting policies of the City is contained in the notes to the City's financial statements, which are included in APPENDIX B hereto. Annual Budget Annual budgets of the City are adopted on a basis consistent with generally accepted accounting principles, except as described in its financial statements. The City follows these procedures set forth below in establishing the budgetary data reflected in the financial statements. 1. Prior to August 1st, the City Manager submits to the City Commission a proposed operating budget for the fiscal year commencing the following October 1st. The operating budget includes proposed expenditures and the means of financing them. 2. Public hearings are conducted to obtain taxpayers comments. 3. On or before September 30th of each year, public hearings are completed and the City Commission adopts the final budget and establishes the ad valorem tax millage. 4. The City cannot legally exceed the budget; however, the City Manager is authorized to transfer budgeted amounts within departments within any fund. The City Commission must approve revisions that alter the total expenditures of any department. The legal level of budgetary control is the department level. 5. Budgetary comparisons are not presented for Enterprise Funds since not required under generally accepted accounting principles. INVESTMENT POLICY Generally, investment of surplus funds of the City is subject to State law, including, in particular, Section 218.415, Florida Statutes, which requires the adoption of a formal written investment policy for each unit of local government within the State. The City's investment policy is governed by State Statutes and City ordinances. The investment policy does not apply to the City's pension funds and funds related 30 to the issuance of debt where there are other existing policies or indentures in effect. City ordinances allow investments in any financial institution that is a qualified public depository of the State as identified by the State Treasurer, in accordance with Chapter 280, Florida Statutes. Authorized investments under the City's investment policy are: 1. State Board of Administration Local Government Investment Pool; 2. Registered investment companies (money market mutual funds); 3. Money market funds and certificates of deposit in state-certified qualified public depositories; 4. U.S.Government Agency Securities and U.S.Treasury bills,notes and bonds;and 5. Repurchase agreements Moneys on deposit in the funds and accounts created under the Resolution may be invested only in Authorized Investments (as defined in the Resolution). For a description of the Permitted Investments for moneys in the Funds and Accounts established under the Resolution, see the information contained in "APPENDIX C—THE RESOLUTION",which contains the definition of Permitted Investments. LITIGATION There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2020 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the collection of Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the Commission, or other officers of the City are being contested. The City experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the City,but may, in the aggregate,have a material impact thereon. In the opinion of the City Attorney,however,the City will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the City. LEGAL MATTERS Certain legal matters incident to the issuance of Series 2020 Bonds and with regard to the treatment of interest on Series 2020 Bonds for federal tax purposes (see "TAX MATTERS") are subject to the legal opinion of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel. The signed legal opinion, dated and premised on law in effect as of the date of original delivery of Series 2020 Bonds, will be delivered to the Underwriter at the time of original delivery. The proposed text of the legal opinion is set forth as APPENDIX D hereto. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. Such opinion is also based on factual representations made to Bond Counsel as of the date of such opinion and will speak only as of its date. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention or reflect any changes in law that may thereafter occur or become effective. Subsequent distribution of the 31 opinion by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. Furthermore,Bond Counsel's opinion is not a guarantee of a particular result,and is not binding on the Internal Revenue Service or other courts; rather such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion. Certain legal matters incident to the issuance of Series 2020 Bonds will be passed upon for the City by Shuffield, Lowman & Wilson, P.A., City Attorney, and by Bryant Miller Olive P.A., Orlando, Florida, Disclosure Counsel. The Underwriter is being represented by GrayRobinson P.A., Tampa, Florida. GrayRobinson, P.A. has represented the City on matters not related to the issuance of the Series 2020 Bonds. Bryant Miller Olive P.A. may, from time-to-time, serve as counsel to the Underwriter. The Underwriter has not identified any additional potential or actual material conflicts that require disclosure. TAX MATTERS General The Code establishes certain requirements which must be met subsequent to the issuance of the Series 2020 Bonds in order that interest on the Series 2020 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2020 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2020 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 2020 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The City has covenanted in the Resolution with respect to the Series 2020 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2020 Bonds. In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations,judicial decisions and rulings, interest on the Series 2020 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2020 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax. Except as described above,Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 2020 Bonds. Prospective purchasers of Series 2020 Bonds should be aware that the ownership of Series 2020 Bonds may result in collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2020 Bonds; (ii)the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on Series 2020 Bonds; (iii) the inclusion of interest on Series 2020 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the inclusion of interest on Series 2020 Bonds in passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and 32 profits at the close of the taxable year; and (v)the inclusion of interest on Series 2020 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes. As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the City, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the Series 2020 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2020 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Series 2020 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2020 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Series 2020 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the Series 2020 Bonds and proceeds from the sale of Series 2020 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2020 Bonds. This withholding generally applies if the owner of Series 2020 Bonds (i)fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2020 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. Other Tax Matters 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 2020 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 2020 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2020 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to,or have an adverse effect upon, the Series 2020 Bonds. 33 Prospective purchasers of the Series 2020 Bonds should consult their own tax advisors as to the tax consequences of owning the Series 2020 Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amount of the Series 2020 Bonds maturing on (collectively, the "Discount Bonds"), 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 the Discount Bonds of the same maturity and, if applicable, interest rate, was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest rate compounded periodically. A purchaser who acquires the Discount 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 or she holds the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount 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. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount Bonds. Tax Treatment of Bond Premium The difference between the principal amount of the Series 2020 Bonds maturing on (collectively, the "Premium Bonds"), 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 such Premium Bonds of the same maturity and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds. 34 RATINGS S&P Global Inc. ("S&P") and Fitch Ratings ("Fitch") have assigned ratings of " " outlook) and " " ( outlook), respectively, to the Series 2020 Bonds. The ratings reflect only the views of the rating agencies and an explanation of the ratings may be obtained only from the rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings may have an adverse effect on the market price of the Series 2020 Bonds. An explanation of the significance of the ratings can be received from the rating agencies at the following addresses: S&P Global Inc., 25 Broadway, New York, New York 10004 and Fitch Ratings, Inc., One State Street Plaza, New York, New York 10004. CONTINGENT FEES The City has retained Bond Counsel,Disclosure Counsel and the Municipal Advisor with respect to the authorization, sale, execution and delivery of the Series 2020 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriter to be paid by the City and the fees of Underwriter's Counsel are each contingent upon the issuance of the Series 2020 Bonds. UNDERWRITING The Series 2020 Bonds are being purchased by RBC Capital Markets, LLC (the "Underwriter"). The Underwriter has agreed, subject to the proceedings authorizing the issuance of the Series 2020 Bonds, to purchase Series 2020 Bonds from the City, at a price of $ (which represents $ principal amount, plus/less [net] original issue premium/discount of $ , less Underwriter's discount of $ ), for the purpose of resale to the public. The Underwriter has furnished the information on the inside cover page of this Official Statement pertaining to the public offering prices of the Series 2020 Bonds. The public offering prices of the Series 2020 Bonds may be changed from time to time by the Underwriter, and the Underwriter may allow a concession from the public offering prices to certain dealers. None of Series 2020 Bonds will be delivered by the City to the Underwriter unless all of Series 2020 Bonds are so delivered. The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the City. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the City. 35 MUNICIPAL ADVISOR Hilltop Securities Inc., Orlando, Florida, is serving as municipal advisor to the City (the "Municipal Advisor"). Although the Municipal Advisor assisted in the preparation of this Official Statement, and in other matters relating to the planning, structuring and issuance of the Series 2020 Bonds and provided other advice, the Municipal Advisor is not obligated to undertake and has not undertaken to make an independent verification of the accuracy, completeness or fairness of the information or statements contained in this Official Statement or the appendices hereto. The Municipal Advisor did not engage in any underwriting activities with regard to the sale of the Series 2020 Bonds. FINANCIAL STATEMENTS The Comprehensive Annual Financial Report of the City, at and for the fiscal year ended September 30, 2019, including the City's Financial Statements for such fiscal year and report thereon of the City's independent certified public accountants (the"Auditor"), has been included as APPENDIX B to this Official Statement as a matter of public record and the consent of the Auditors to include such documents was not requested. The Auditor was not requested to perform and has not performed any services in connection with the preparation of this Official Statement or the issuance of the Series 2020 Bonds. The Series 2020 Bonds are payable solely from Pledged Funds in the manner and to the extent provided in the Resolution. See "SECURITY FOR THE SERIES 2020 BONDS" herein. The audited financial statements are presented for general information purposes only. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the City except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant to administrative rulemaking, the FFSC has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults,whether a trustee or receiver has been appointed over the assets of the City, and certain additional financial information, unless the City believes in good faith that such information would not be considered material by a reasonable investor. The City is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. The City has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The City does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2020 Bonds because the City would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the City would have been pledged or used to pay such securities or the interest thereon. CONTINUING DISCLOSURE The City has covenanted for the benefit of the Holders of the Series 2020 Bonds to provide certain financial information and operating data relating to the System and the Series 2020 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events. Such covenant shall only apply so long as the Series 2020 Bonds remain outstanding under the Resolution. The 36 covenant shall also cease upon the termination of the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12(b)(5) (the"Rule")by legislative,judicial or administrative action. The Annual Report will be filed by the City as required with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System("EMMA"). The specific nature of the information to be contained in the Annual Report and the notices of material events are described in APPENDIX E — "FORM OF CONTINUING DISCLOSURE CERTIFICATE" hereto, which shall be executed by the City at the time of issuance of the Series 2020 Bonds. These covenants have been made in order to assist the Underwriters in complying with the Rule. With respect to the Series 2020 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The City has engaged FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc. as its dissemination agent. [5 YEAR DISCLOSURE HISTORY CURRENTLY UNDER REVIEW] ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2020 Bonds, the security for the payment of the Series 2020 Bonds and the rights and obligations of the owners thereof and to each such statute,report or instrument. 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 2020 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] 37 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the City. At the time of delivery of the Series 2020 Bonds, the City will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to DTC and its book-entry only system of registration, information provided by the Underwriters under the caption "Underwriting" and the information contained under the caption "TAX MATTERS" as to which no view shall be expressed), as of its date and as of the date of delivery of the Series 2020 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made,not misleading. CITY OF OCOEE,FLORIDA By: Mayor By: City Manager 38 APPENDIX A GENERAL INFORMATION CONCERNING THE CITY OF OCOEE,FLORIDA AND ORANGE COUNTY,FLORIDA GENERAL INFORMATION CONCERNING THE CITY OF OCOEE,FLORIDA 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 2020 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 the City of Winter Garden, Florida, and on the south by the City of Windermere, Florida, and has a land area of approximately 20.5 square miles, thus making it the second largest city in land area of the thirteen cities in the County. The City is approximately 11.8 miles from the City of Orlando, Florida ("Orlando") and is a part of the Orlando-Kissimmee-Sanford,Florida Metropolitan Statistical Area(the"Orlando MSA"). Population The following table sets forth historical population trends in the City of Ocoee, the County, and the State of Florida from years 2010 through 2019: City of Ocoee) Orange County(2) State of Florida(2) Year Population Change Population Change Population Change 2010 35,579 -- 1,148,546 -- 18,845,537 -- 2011 36,020 1.2% 1,170,579 1.9% 19,053,237 1.1% 2012 36,953 2.6 1,202,498 2.7 19,297,822 1.3 2013 37,615 1.8 1,227,435 2.1 19,545,621 1.3 2014 39,679 5.5 1,256,606 2.4 19,845,911 1.5 2015 40,171 1.2 1,291,301 2.8 20,209,042 1.8 2016 41,881 4.3 1,326,516 2.7 20,613,477 2.0 2017 43,072 2.8 1,355,921 2.2 20,963,613 1.7 2018 47,000 9.1 1,381,540 1.9 21,244,317 1.3 2019 47,580 1.2 1,393,452 1.0 21,477,737 1.1 Projected(2)(3) 2020 50,394 5.9% 1,418,927 1.8% 21,555,986 0.4% (1) City of Ocoee, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30,2019. (2) Florida Research and Economic Information Database Application. (3) World Population Review Database. A-1 ECONOMIC SUMMARY Employment The following tables provide labor force estimates for the County, the State of Florida and the United States for calendar years 2014 through 2019 and the principal employers for the County and the City for the Fiscal Year ended September 30,2019. Orange County,Florida Labor Force Estimates Unemployment Rate Calendar Civilian Orange State of United Year Labor Force Employed Unemployed County Florida States 2014 675,922 636,407 39,515 5.8 6.3 6.2 2015 684,810 650,412 34,398 5.0 5.5 5.3 2016 705,308 674,711 30,597 4.3 4.8 4.9 2017 730,111 702,466 27,645 3.8 4.2 4.4 2018 745,550 721,134 24,416 2.9 3.6 3.9 2019 762,737 740,564 22,173 2.9 3.1 3.7 Source: Florida Research and Economic Information Database Application. Orange County,Florida Principal Employers Percentage of Employer Employees Total County Employment Walt Disney World Co. 75,000 9.82% Florida Hospital/Adventist Health System 34,627 4.53 Universal Orlando Resort 27,000 3.54 Orange County Public Schools 25,145 3.29 Orlando Health 20,258 2.65 University of Central Florida 13,483 1.77 Orange County Government 11,104 1.45 Resource Employment Solutions LLC 8,400 1.10 Lockheed Martin 8,000 1.05 Darden Restaurants,Inc. 7,178 0.94 Totals 255,195 30.14% Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended September 30,2019. t A-2 3 City of Ocoee,Florida Principal Employers Percentage of Employer Employees Total City Employment Health Central Hospital 1,800 4.18% Publix 656 1.52 Westgate Resorts,LTD 606 1.41 Orange County Schools 540 1.25 Sysco Foods 210 1.18 Wal-Mart 435 1.01 City of Ocoee 377 0.88 Manheim Auto Auction 349 0.81 Wayne Automatic 249 0.58 Bright Future Electric 189 0.44 Totals 5,411 13.26% Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. At this time the long-term impacts of COVID-19 on the City the County, the State and the United States and employment is not known, however it is expected unemployment rates will increase significantly from the figures stated above and included in this Appendix. On May 8, 2020,June 5, 2020, July 2, 2020, August 7, 2020 and September 4, 2020, the Bureau of Labor Statistics released its unemployment reports for April, 2020, May, 2020, June, 2020,July, 2020 and August, 2020, respectively, which indicate that unemployment within the United States has increased to approximately 14.7%for April,2020 and declined to approximately 13.3%for May,2020, 11.1%for June,2020, 10.2%for July,2020 and 8.4%for August,2020. The increases in unemployment rates are reflective of the negative impacts of COVID-19 on employment. While the City does not have updated unemployment statistics as of the date hereof, the April, 2020, May, 2020,June 2020, July, 2020, August, 2020 and September, 2020 reports from the Bureau of Labor Statistics are likely indicative of the kind of increase the City may see in its unemployment rate as a result of the negative impacts of COVID-19. See "RISK FACTORS"in the body of this Official Statement. Principal employers in the City and the County have experienced significant changes in business operations, including periodic shut downs and reduced capacity since the outbreak of COVID-19. A-3 Per Capita Income The following table provides the personal income per capita for the period 2014 through 2018 for the City,the County, the State of Florida and the United States. Personal Income Per Capita 2014-2018 Year City of Ocoee) Orange Countya) State of Florida(3) United Stateso> 2014 $26,487 $38,266 $42,953 $55,047 2015 25,473 40,379 45,634 56,822 2016 26,157 40,750 46,385 59,957 2017 28,515 42,776 48,173 62,996 2018 27.88 44,647 50,515 65,280 (1) Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. (2) Comprehensive Annual Financial Report of Orange County, Florida for the Fiscal Year Ended September 30,2019. (3) Florida Research and Economic Information Database Application. (4) The World Bank Database. It is not possible to determine the impact of COVID-19 on the Personal Income Per Capita of the residents of the City,the County,the State or the United States. Education The geographic boundaries of the School District of Orange County, Florida (the "District") are those of the County. The District is in the center of the State of Florida and encompasses an area of about 1,000 square miles. During the 2018-19 fiscal year, the District operated 196 schools, including 124 elementary schools, seven K-8 schools,37 middle schools,20 high schools, and 8 exceptional schools with a total of 211,685 full-time equivalent students (FTE) not including charter schools. In addition, the District sponsored 41 charter schools with a total of 15,461 FTE. Through the 2019-20 school year, 124 schools have been replaced or renovated. The District is the 8th largest school district in the nation and the 4th largest in Florida. The District also provides Career and Technical education within the County. Instruction takes place throughout five technical campuses, 20 high schools, 37 middle schools, and various community and business sites, located throughout the County. The Orlando MSA also, has many notable institutions of higher learning including the following: the University of Central Florida (a four-year state university with more than 69,000 full and part-time students, one of the largest universities in the nation); Rollins College (the oldest four-year institution of higher learning in the State and an independent, co-educational liberal arts college with a full and part- time equivalent enrollment of more than 3,000 students); Barry University Dwayne O. Andreas School of Law (founded in early 1993 as the University of Orlando School of Law, it became part of Barry University in 1999, and received full ABA accreditation in 2006); Seminole State College (an undergraduate institution with a total enrollment of more than 29,000 students that offers two-year degrees as well as six bachelor's degrees); Valencia College (an undergraduate institution covering seven campuses and centers with almost 78,000 full and part-time students that offers two-year degrees as well A-4 as six bachelor degree programs); and the Florida A&M University Law School which opened in fall of 2002 and had been ABA accredited since 2004. The UCF College of Medicine was established in 2006 by the Florida Legislature and the Florida Board of Governors to increase opportunities for medical education in Florida, address the physician shortage and enhance the economy. The college is unique nationally because of its large undergraduate and graduate programs in biomedicine through its Burnett School of Biomedical Sciences which has almost 3,000 undergraduate majors, making it the third most popular major at UCF. It is not possible to determine the impact of COVID-19 on the operations of primary or secondary educational systems available in the City or the County. Transportation Air Service to the County and Central Florida is primarily provided by the Orlando International Airport("OIA"). OIA occupies more than 12,000 acres and during fiscal year 2019, was the busiest airport in Florida. During calendar year 2018 OIA was ranked the 10th busiest in the United States and the 34th busiest in the world. Designated as an international port of entry with full customs services, OIA has grown tremendously since 1970. Air passengers have increased from 1.3 million in 1971 to over 50 million in 2019. There are approximately 850 daily flights on 35 commercial airlines. As of 2018, OIA surpassed more than 150 total non-stop U.S. and international destinations. Central Florida is also served by five (5) other regional airports: Orlando Executive Airport, Orlando Sanford International Airport, Kissimmee Gateway Airport, Leesburg International Airport, and Mid-Florida Airport located in the City of Eustis, Florida. Tampa International Airport and Daytona Beach International Airport are within 90 minutes from the City. Commercial bus lines and rail systems are also available in the area. Greyhound Bus Lines provides interstate and intrastate bus service. Both passenger and freight rail systems provide service to the area. Amtrak provides passenger service from the Orlando region to many cities in the U.S. In addition it operates trains between New York and South Florida which travel through Metro Orlando. Two major, full-service freight stations move goods between north and south Atlantic points and there are six northbound and six southbound freight trains daily. Being the largest rail network in the eastern United States, CSX Transportation owns and maintains approximately 1,750 route miles in Florida. Florida Central Railroad (FCEN) operates 68 miles of track and directly serves industries in the Orlando area. The first phase of the SunRail opened in May 2014 which covers a 32 mile commuter rail system from the City of Debary in Volusia County to Sand Lake Road in Orange County. The second phase officially opened in 2018 which extends the current 32 mile stretch further north through Volusia County and south into Osceola County. Located 50 miles to the east of Orlando is Port Canaveral, the only deep-water port between the harbors of Jacksonville and Fort Lauderdale. In conjunction with harbor improvements that includes a new channel depth of 43' to accommodate larger vessels, Port Canaveral's expansion includes building facilities that are designed to amplify and enhance business activity at this local, regional, and national strategic asset. Port Canaveral is the second busiest cruise port in the world and the world's first quadramodal transportation hub, interchanging freight among sea, land, air, and space. During 2019, 4.6 million multi-day cruise passengers passed through Port Canaveral's cruise terminals. Port Canaveral is home to some of the finest cruise terminals in the world. Six cruise terminals are in operation with three more slated for completion in 2020, and today nearly 4 million tons of cargo moved through Port A-5 Canaveral's facilities. The Port of Tampa is on Tampa Bay, located 70 miles west of Orlando. Largely a bulk commodities port, it is Florida's largest cargo tonnage port. The County is at the crossroads of Florida and is crossed by superhighways such as Interstate 4, the Florida Turnpike and the Martin Andersen Beachline Expressway. I-4 connects the Tampa Bay area to Daytona Beach and passes through the heart of downtown Orlando. The Florida Turnpike connects South Florida and Miami with I-4 and with I-75 and with I-75 with North Central Florida. The Beachline links I-95, Cape Canaveral and the East Coast beaches with I-4 and the Florida Turnpike. To relieve congestion, in early 2015, the Florida Department of Transportation began construction of the I-4 Ultimate project, a 21-mile improvement project which will add four new express lanes in the center of I-4. Construction on the Florida Department of Transportation's I-4 Beyond the Ultimate started in September, 2019, which will reconstruct the E.E. Williamson Road overpass, add the eastbound I-4 auxiliary lane from the end of the 1-4 Ultimate project to Lake Mary Boulevard, and repave eastbound I-4 between County Road 46A and U.S. 17-92. In addition to these major interstate thoroughfares, the County is linked throughout by other major road systems. The SR 408 East-West Expressway expedites cross town traffic through the Orlando. The 12.5 mile Osceola Parkway links the international airport to major attractions and half dozen regional arterial highways. SR417, a 55 mile, limited access beltway which provides access to the southern and eastern suburbs of Orlando and serves as a southern connection with Orlando International Airport (consists of the Central Florida GreenWay, Seminole Expressway and Southern Connector Extension). Completing the northwest portion of the beltway around metropolitan Orlando will be the Wekiva Parkway, a 25 mile expressway which will connect to SR 417. A section of the parkway opened in January 2016;however, the project is expected to be completed in 2021. Officially known as the Central Florida Regional Transportation Authority, LYNX is the primary mass transit provider in the Orlando urban area with a fleet of more than 310 air-conditioned coaches on 74 routes. LYNX buses operate daily on a fixed route system that primarily serves the communities of the County and Seminole and Osceola Counties covering 2,500 square miles and more than 1.8 million people. LYNX provides more than 79,000 rides each weekday and set another ridership record delivering more than 25 million passenger trips in 2019. LYNX provides LYMMO, a state-of-the-art, three-mile, dedicated lane bus system in downtown Orlando, available free-of-charge and has plans to purchase electric buses to operate on its Orange and Lime lines in the near future. It is not possible to determine the impact of COVID-19 on the operations of any transportation services available to or surrounding the City or the County. Property Taxes The following information is provided solely for informational purposes. The Series 2020 Bonds are not secured by nor are ad valorem taxes pledged to the repayment of the Series 2020 Bonds. 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-6 City of Ocoee,Florida Property Tax Rates and Tax Levies Direct and Overlapping Governments Millage Rates (per$1,000 of taxable value) Orange County Fiscal City of Orange School Year Ocoee County District Total 2010 5.4974 4.4347 7.6730 18.3957 2011 5.5574 4.4347 7.8940 18.6767 2012 5.8460 4.4347 8.5450 19.5318 2013 5.8460 4.4347 8.4780 19.4648 2014 5.7855 4.4347 8.4740 19.3854 2015 5.6371 4.4347 8.2180 18.9669 2016 5.9104 4.4347 7.8110 18.9467 2017 5.8291 4.4347 7.8110 17.9650 2018 5.6546 4.4347 7.8110 17.8104 2019 5.5000 4.4347 7.1090 17.6599 Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended September 30,2019; Comprehensive Annual Financial Report of Orange County School District for the Fiscal Year Ended September 30,2019. City of Ocoee,Florida Property Taxes Levies and Collections 2010-2019 Collected within the Fiscal Year of the Levy Total Collections to Date Collections Fiscal Year Total Tax in Ended Levy for Percentage Subsequent Percentage September 30, Fiscal Year Amount of Levy Years Amount of Levy 2010 $11,587 $11,167 96.38% 22 $11,189 96.57% 2011 10,042 9,683 96.43 32 9,715 96.74 2012 9,990 9,631 96.41 12 9,643 96.53 2013 9,689 9,324 96.23 2 9,326 96.25 2014 9,682 9,315 96.21 -122 9,193 94.95 2015 10,222 9,847 96.33 37 9,884 96.69 2016 11,174 10,491 93.89 4 10,495 93.92 2017 12,139 11,004 90.65 177 11,181 92.11 2018 13,059 11,989 91.81 20 12,009 91.96 2019 14,435 13,085 90.65 166 13,251 91.80 Source: Comprehensive Annual Financial Report of the City of Ocoee,Florida for the Fiscal Year Ended September 30,2019. A-7 City of Ocoee,Florida Principal Property Taxpayers September 30,2019 (amounts expressed in thousands) Percentage of Total Taxpayer Taxable Assessed Value Taxable Assessed Value Windmere Owner LLC $67,012 2.24% Mar Casa Mirella LLC 53,203 1.78 Oasis at Lake Bennet LLC 49,097 1.64 Maguire Park Street Owner LLC 45,534 1.52 Advenir at the Oaks LLC 44,857 1.50 Arbours at Crown Point LLC 42,957 1.44 BCI IV Park 429 Logistics Center LLC 38,056 1.27 Manheim Remarketing LP 22,741 0.76 Suso 4 Good Homes LP 20,817 0.70 West Oaks Mall Trust 16,121 0.54 Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. [Remainder of page intentionally left blank] A-8 O\ ' to CO CO 1-1 .O 71+ CO N a" •0 to N r-i O N VD <1, U 1-i ,--i ,-i ,-i ,-' ,--i - ,-, -i ,-i ,--i 710 ov 4 E N N in O\ VD in .0 co 7ri N a) O 0 ,--I O1 co ,--+ .0 a\ N O a, .6 .6 to in to to 41 to to i O ~ CT c-4 -cif;--' 0 N cn CU F E .O n 00 O\ N O\ O N O to d\ i d\ CO '- to n O L N ay E in N N O a\ O to in N 63 . in in in In 7' � r N N N .-+ H 0.4 - 0 H a) in -d d O .co) m `n Oo . a tn N o COo © .,t1 cc Ti co U W iti H U 4 a) to 7.1 .0 0 ,-1 CO .0 0 0 0 >, 44 cn — © to Cr, C CO 00 ,-1 o 0 0 et{ ,� a) a) .G in 0 .O CO O, N .0 O O O a) "O ++ L p" O ., in N .O .O N.l-i N. — d d O Ci V z W y to O O to O O O ,--1 o0 O O Q' Q c4e3, C "C N oin m o O o •o rn rn 00 w C +V) r Rl CD O ,7-i PN ,N—I N O O O Cr)" NN N N "O cu Ca o CD �' Q +�"+ U c a 0 1.: o cn o a et v *'' �-+ cn .0 .0 N O\ wct+ O1 00 N O, .0 °' U al " .� aJ co CO ,-1 o en co ,-a N. o •"4 cn in CO ,-1 co in CO N \o CO 1-4 et a) c v �i v 4 w o 0 CV in in .O CT d N. .O O N •0 N b.0 (Do i-i in in ea ..00 ON, N CC) 000 N CO 000 N 0.0 .0 z ed ,N-+ ram-, CO C cri yr) CT' N..' N d c1 da �. -01 D '0 m O aJ "0 cz1 V N , * O 4.1 �* ZP� oAaro000000ototo N. o0000 °OoN ' oNCO o 'a' ` d .o U ar CO 'ti Q) .0) C 'g CO FA a., o c7 cu v . M CI) o o 'O yv 0 0 0 0 0 0 0 0 0 0 in NNNNNNNNNNW i.o �c Wea v a) g * * C0 PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS For additional information concerning the City's Pension and Other Post-Employment Benefit Plans, see "APPENDIX B - COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2019", Section II, Financial Section, Basic Financial Statements, Notes 11 and 12; Section II, Financial Section, Required Supplementary Information and Section III, Statistical Section, Schedule of Revenues by Source and Expense by Type. Pension Plans The City maintains two separate single-employer defined benefit pension plans for police officers and firefighters and all other full-time employees who are included as part of the City's reporting entity in Pension Trust Funds (each, a "Plan" and collectively, the "Plans"). In addition, the police and firefighters plan provides disability benefits to Plan members. Chapters 175 and 185, Florida Statutes, establish minimum benefit provisions. The Pension Trust Funds are administered by a Board of Trustees. The City Commission appoints two trustees, employees elect two trustees and the four trustees select a fifth member. The Board of Trustees may not amend any provisions of the Plans without the approval of the City Commission. Contributions from the State of Florida received under Chapters 175 and 185, Florida Statutes, amounted to $709,269 in 2019 and were recorded as revenue and expenditures in the general fund. The amounts legally required at September 30, 2019 to be reserved for the two Plans are $41,395,524 and $57,472,199,respectively. The Plans' financial statements are prepared using the accrual basis of accounting. Plan member contributions are recognized in the period in which the contributions are due. Employer contributions to each Plan are recognized when due and formal commitment to provide the contributions has been made. Benefits and refunds are recognized when due and payable in accordance with the terms of the Plan. All Plan investments are reported at fair value. Securities traded on a national or international exchange are valued at the last reported sales price at current exchange rates. Investments without an established market are reported at estimated fair value. General Employees'Pension Plan Plan Membership-At September 30,2019,Plan membership consisted of the following: Inactive Plan Members or Beneficiaries Currently Receiving Benefits 110 Inactive Plan Members Entitled to but Not Yet Receiving Benefits 90 Active Plan Members 184 384 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. [Contributions - Member contributions are 7.4% of salary. The Mayor and Commissioners are non-contributory participants. City contributions are the remaining amount required in order to pay current costs and amortize unfunded past service cost, if any, over 30 years. A-10 Net Pension Liability-The City's net pension liability was measured as of September 30,2019, and the total pension liability used to calculate the net pension liability was determined as of that date. The components of the net pension liability on September 30,2019 were as follows: Total Pension Liability $42,204,017 Plan Fiduciary Net Pension (41,366,866) Sponsor's Net Pension Liability $837,151 Plan Fiduciary Net Pension as a Percentage of Total Pension Liability 98.02% Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended September 30,2019. Changes in Net Pension Liability Increase(Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a)-(b) Balances at September 30,2018 $40,494,661 $40,778,139 $(283,478) Changes for a Year Service Cost 1,149,974 - 1,149,974 Interest 3,146,116 - 3,146,116 Differences between expected and actual (362,530) - (362,530) experience Changes of assumptions - - - Contributions-employer - 959,036 (959,036) Contributions-employee - 673,662 (673,662) Net investment income - 1,188,196 (1,188,196) Benefit payments,including refunds of (2,099,182) (2,099,182) - employee contributions Administrative Expense - (132,985) 132,985 Net Changes 1,709,356 588,727 1,120,629 Balances at September 30,2019 $42,204,017 $41,366,866 $837,151 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. Deferred outflows and inflows of resources - For the year ended September 30, 2019, the City will recognize a pension expense of$(19,939). Concentrations - The Plan did not hold investments in any one organization that represents five percent(5%) or more of the Plan's fiduciary net position. Rate of return- For the year ended September 30, 2019 the annual money-weighted rate of return on Plan investments,net of pension plan investment expense,was 2.94 percent. A-11 See "RISK FACTORS" in the body of this Official Statement for a discussion of COVID-19 and its possible impacts on the City. It is possible that in the future net pension fund liability could increase as a result of the downward trend in stock market performance as a result of COVID-19. Police Officers'and Firefighters'Pension Plan Membership-At September 30,2019,Plan membership consisted of the following: Inactive Plan Members or Beneficiaries Currently Receiving Benefits 69 Inactive Plan Members Entitled to but Not Yet Receiving Benefits 26 Active Plan Members 131 226 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. Contributions- Member contributions are 8% of salary. The City contributions are the remaining amount required in order to pay current costs and amortize unfunded past service cost, if any, as provided in Chapter 112, Florida Statutes. Net Pension Liability-The City's net pension liability was measured as of September 30, 2019, and the total pension liability used to calculate the net pension liability was determined as of that date. The components of the net pension liability on September 30,2019 were as follows: Total Pension Liability $63,545,542 Plan Fiduciary Net Pension (57,904,806)* Sponsor's Net Pension Liability $5,640,736 Plan Fiduciary Net Pension as a Percentage of Total Pension Liability 91,12% *Includes accrued investment income net of prepaid city contributions not included in the funds. Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. [Remainder of page intentionally left blank] A-12 Changes in Net Pension Liability Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a)-(b) Balances at September 30,2018 $60,949,229 $55,186,237 $5,762,992 Changes for a Year: Service Cost 1,733,023 - 1,733,023 Interest 4,795,870 - 4,795,870 Share plan allocation 79,615 79.615 Differences between expected and actual experience (1,189,010) - (1,189,010) Changes of assumptions 340,308 - 340,308 Changes of benefit terms (13,236) - (13,236) Contributions-employer - 3,060,827 (3,060,827) Contributions-state - 709,268 (709,268) Contributions-employee - 658,066 (658,066) Net investment income - 1,559,613 (1,559,613) Benefit payments, including refunds of employee (3,150,257) (3,150,257) contributions Administrative expense - (118,948) (118,948) Net Changes 2,596,313 2,718,569 (122,256) Balances at September 30,2019 $63,545,542 57,904,806 $ 5,640,736 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. Deferred outflows and inflows of resources - For the year ended September 30, 2019, the City will recognize a pension expense of$1,070,791. Concentrations - The Plan did not hold investments in any one organization that represents five percent(5%) or more of the Plan's fiduciary net position. Rate of return- For the year ended September 30, 2019 the annual money-weighted rate of return on Plan investments,net of pension plan investment expense was 2.82 percent. See "RISK FACTORS" in the body of this Official Statement for a discussion of COVID-19 and its possible impacts on the City. It is possible that in the future net pension fund liability could increase as a result of the downward trend in stock market performance as a result of COVID-19. Other Post-Employment Benefits: In accordance with Section 112.0801, Florida Statutes, the City makes continued group health insurance through the City's current provider available to retirees and eligible dependents provided certain service requirements and normal age retirement requirements have been met. This benefit has no cost to the City, other than the implicit cost of including retirees in the group calculation. All premiums are paid by the retiree. The City has fifteen retirees currently receiving benefits. The City has chosen pay- A-13 as-you-go funding, but is recording the liability in the government wide financial statements. This plan does not issue standalone financial statements. Plan Description - The City's Retiree Health Care Plan ("Plan") is a single-employer defined benefit postemployment health care plan that covers eligible retired employees of the City. The Plan, which is administered by the City, allows employees who retire and meet eligibility requirements under one of the City's retirement plans to continue medical and life insurance coverage as a participant in the City's plan. For purposes of applying Paragraph 4 under Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, the Plan does not meet the requirements for an OPEB plan administered through a trust. Employees Covered by Benefit terms-At September 30,2017,the following employees were covered by the benefit terms: Inactive plan members or beneficiaries currently receiving benefits 72 Inactive plan members entitled to but not yet receiving benefits - Active plan members 321 Benefits Provided - A retired employee and his or her spouse and eligible dependents are eligible to continue health insurance identical to active employees if they meet the eligibility for retirement under the applicable retirement plan. The retiree is responsible for paying the entire monthly premium for health coverage and that of any covered spouse or eligible dependents. Medicare coverage is assumed to become primary upon attainment of age 65. Eligible retirees may also elect $10,000 in life insurance coverage. The retiree is responsible for paying the entire monthly premium for coverage. Summary of Actuarial Methods&Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. A-14 The total OPEB liability was determined by an actuarial valuation as of September 30,2017 using the following actuarial assumptions: Inflation 2.50% Salary increases Varies by service Discount rate 3.64% Initial trend rate 8.50% Ultimate trend rate 4.00% Years to ultimate 55 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. All mortality rates were based on the RP-2000 mortality tables. All mortality rates are those outlined in Millimari s July 1,2017 Florida Retirement System("FRS")valuation report. Discount Rate - Given the City's decision not to fund the program, all future benefit payments were discounted using a high-quality municipal bond rate of 4.18%. The high-quality municipal bond rate was based on the week closest but not later than the measurement date of the Bond Buyer 20-Bond Index as published by the Federal Reserve. The 20-Bond Index is roughly equivalent to Moody's Investors Service's Aa2 rating and Standard&Poor's Corp.'s AA. Below are the details regarding the Total OPEB liability for the measurement period from October 1,2018 to September 30,2019. Increases and (Decreases)in Total OPEB Liability Balances at September 30,2018 $3,392,729 Changes for a Year: Service Cost 245,728 Interest 130,806 Differences between expected and actual experience - Changes of assumptions (230,864) Benefit payments (90,512) Other changes Net Changes 55,158 Balances at September 30,2019 S3,447,887 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. A-15 The following represents the Total OPEB liability of the City, as well as what the City's Total OPEB liability would be if it were calculated using a discount rate that is one percentage-point lower or one percentage-point higher than the current discount rate: Current 1%Decrease Discount Rate 1%Increase 3.18% 4.18% 5.18% Net OPEB liability $3,893,976 $3,447,887 $3,073,510 Source: Comprehensive Annual Financial Report for City of Ocoee,Florida for the Fiscal Year Ended September 30,2019. The following represents the Total OPEB liability of the City, as well as what the City's Total OPEB liability would be if it were calculated using healthcare cost trend rates that is one percentage-point lower or one percentage-point higher than the current healthcare cost trend rates: Healthcare Cost 1%Decrease Trend Rates 1%Increase 3.0%-7.5% 4.0%-8.5% 5.0%-9.5% Net OPEB liability $3,112,069 $3,447,887 $3,847,141 Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. For the year ended September 30,2019 the City will recognize OPEB expense of$314,627. On September 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Outflows of Deferred Inflows of Resources Resources Differences between expected and actual experience $- $- Changes of assumptions - 381,515 Employer contributions subsequent to the 100,706 measurement date $100,706 $381,515 Source: Comprehensive Annual Financial Report for City of Ocoee,Florida for the Fiscal Year Ended September 30,2019. A-16 Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: Year Ended September 30: 2020 $(69,707) 2021 (69,707) 2022 (69,707) 2023 (69,707) 2024 (69,709) Thereafter (32,978) Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended September 30,2019. A-17 APPENDIX B CITY OF OCOEE,FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30,2019 • • APPENDIX C THE RESOLUTION APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE EXHIBIT C Form of Continuing Disclosure Certificate 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 its $ Capital Improvement Revenue Bonds, Series 2020 (the "Bonds"). The Bonds are being issued pursuant to Resolution No. 2020- of the City Commission of the Issuer (the "City Commission"), adopted on , 2020, as amended and supplemented from time to time, particularly as supplemented by Resolution No.2020- adopted on ,2020(the"Resolution"). 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 (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule(defined below). 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 herein, 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 initially FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc., or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. 25136/017/01662008.DOCv1 1 "Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate. "MSRB"shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance,letters of credit,or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB,which currently accepts continuing disclosure submissions through EMMA. "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. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, by not later than April 30th following the end of the prior fiscal year, beginning with the report for fiscal year ending September 30, 2020, provide to any Repository in electronic format as prescribed by such 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 provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a)below. 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. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing(which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Certificate, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to immediately send a notice to the Repository in substantially the form attached as Exhibit A. 25136/017/01662008.DOCv1 2 (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; (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 any Repository to which it was provided;and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter)for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report. SECTION 4. CONTENT OF ANNUAL REPORTS. The 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 statements contained in the final Official Statement dated , 2020 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available;and (b) updates to the tables in the Official Statement entitled "HISTORICAL HALF-CENT SALES TAX REVENUE DISTRIBUTION", "HISTORICAL COMMUNICATIONS SERVICES TAX REVENUE DISTRIBUTION", "HISTORICAL PUBLIC SERVICE TAX REVENUES", and "PRO FORMA DEBT SERVICE COVERAGE ON THE BONDS". The information provided under Section 4(b) may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet website or filed with the Securities and Exchange Commission. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. 25136/017/01662008.DOCv1 3 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. Such notice shall be given in a timely manner not in excess of ten(10)business days after the occurrence of the event,with the exception of the event described in number 17 below,which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers,or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. modifications to rights of the holders of the Bonds, if material; 8. Bond calls,if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms,if material; 14. appointment of a successor or additional trustee or the change of name of a trustee,if material; 15. incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other 25136/017/01662008.DOCv1 4 similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders,if material; 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;and 17. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include,but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted;and (f) contact information for the submitter. SECTION 7. 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, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. 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. SECTION 8. 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 FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc.. SECTION 9. AMENDMENT. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate provided that the following conditions are satisfied: (a) The amendment 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; 25136/017/01662008.DOCv1 5 (b) The undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary offering 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 does not materially impair the interests of the holders, as determined either by parties unaffiliated with the Issuer or obligated person (such as the trustee or bond counsel), or by approving vote of bondholders pursuant to the terms of the governing instrument at the time of the amendment. In the event of any amendment 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 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, 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 10. 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. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. 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 mandamus 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 12. 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 willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the holders of the Bonds or any other party. 25136/017/01662008.DOCv1 6 SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated as of ,2020 CITY OF OCOEE,FLORIDA By: Name: Rusty Johnson Title: Mayor ATTEST: By: Name: Melanie Sibbitt Title: City Clerk 25136/017/01662008.DOCv1 7 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Ocoee,Florida Name of Bond Issue: City of Ocoee, Florida Capital Improvement Revenue Bonds,Series 2020 Date of Issuance: ,2020 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate dated as of , 2020. The Issuer anticipates that the Annual Report will be filed by Dated: CITY OF OCOEE,FLORIDA By: Name: Title: 25136/017/01662008.DOCv1 A-1 EXHIBIT D Form of Registrar and Paying Agent Agreement REGISTRAR AND PAYING AGENT AGREEMENT THIS REGISTRAR AND PAYING AGENT AGREEMENT, dated as of October J 2020, by and between the CITY OF OCOEE, FLORIDA (the "Issuer"), and REGIONS BANK, an Alabama banking corporation,having a place of business at Jacksonville, Florida (the "Bank"). WITNESSETH: WHEREAS,the Issuer,by the Resolution(as hereinafter defined),has designated the Bank as Registrar and Paying Agent for its$ Capital Improvement Revenue Bonds, Series 2020 (the "Bonds"); and WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Registrar and Paying Agent and the compensation to be paid the Bank for its services. NOW, THEREFORE, it is agreed by the parties hereto as follows: Section 1. Duties. The Bank agrees to serve as Registrar and Paying Agent for the Bonds and to perform the duties of Registrar and Paying Agent as specified in or contemplated by Resolution No. 2017-005 of the City Commission of the Issuer (the "City Commission"), adopted on March 21, 2017, as amended and supplemented from time to time, particularly as supplemented by Resolution No. 2020- adopted by the City Commission on October 6, 2020 (collectively, the "Resolution"). Section 2. Deposit of Funds. The Issuer shall deposit or cause to be deposited with the Bank sufficient funds from the funds pledged for the payment of the Bonds under the Resolution to pay when due and payable the principal of, premium, if any, and interest on the Bonds. Section 3. Use of Funds;Canceled Bonds. The Bank shall use the funds received from the Issuer pursuant to Section 2 of this Agreement to pay the principal of, premium, if any, and interest on the Bonds in accordance with the Resolution. Should the Bonds ever be held other than by book-entry system, as described in Section 6 of the Resolution, the Bank shall cremate canceled Bonds and transmit to the Issuer a certificate of destruction therefor. Section 4. Statements. The Bank shall prepare and shall send to the Issuer written statements of account relating to all transactions effected by the Bank pursuant to this Agreement on a monthly basis. Section 5. Obligation to Act. The Bank shall be obligated to act only in accordance with the Resolution and any written instructions received in accordance therewith; provided, however, that the Bank is authorized hereby to comply with any orders,judgments or decrees of any court with or without jurisdiction and shall not be liable as a result of its compliance with the same. Section 6. Reliance by Bank. The Bank may rely absolutely upon the genuineness and authorization of the signature and purported signature of any party upon any instruction,notice, release, request, affidavit or other document delivered to it pursuant of the Resolution. Section 7. Counsel;Limited Liability. The Bank may consult with counsel of its own choice and shall have sole and complete authorization and protection for any action taken or suffered by it under the Resolution in good faith and in accordance with the opinion of such counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or negligence. Section 8. Fees and Expenses. In consideration of the services rendered by the Bank as Registrar and Paying Agent, the Issuer agrees to and shall pay to the Bank its proper fees and all expenses, charges, attorneys' fees and other disbursements incurred by it or its attorneys, agents and employees in and about the performance of its powers and duties as Registrar and Paying Agent as set forth in Exhibit A attached hereto. The Bank shall not be obligated to allow and credit interest upon any moneys in respect of principal, interest or premium, if any, due in respect of the Bonds, which it shall at any time receive under any of the provisions of the Resolution or this Agreement. Section 9. Furnishing Information;Authorization. The Bank shall, at all times, when requested to do so by the Issuer in writing, furnish full and complete information pertaining to its functions as the Registrar and Paying Agent with regard to the Bonds, and shall without further authorization,execute all necessary and proper deposit slips,checks,certificates and other documents with reference thereto. Section 10. Cancellation; Termination. Either of the parties hereto, at its option, may cancel this Agreement after giving thirty(30) days written notice to the other party of its intention to cancel, and this Agreement may be canceled at any time by mutual consent of the parties hereto. This Agreement shall terminate without further action upon final payment of the Bonds and the interest appertaining thereto. Section 11. Surrender of Funds, Registration Records; Notification of Bondholders. In the event of a cancellation of this Agreement, the Issuer shall deliver any proper and necessary releases to the Bank upon demand and the Bank shall upon demand pay over the funds on deposit with the Bank as Registrar and Paying Agent in connection with the Bonds and surrender all registration books and related records, and the Issuer may appoint and name a successor to act as Registrar and Paying Agent for the Bonds. The Issuer shall, in such event, at its expense, notify all holders of the Bonds of the appointment and name of the successor,by providing notice in the manner required for the redemption of the Bonds. 2 Section 12. Nonassignability. This Agreement shall not be assigned by either party without the written consent of the other party. Section 13. Modification. No modification of this Agreement shall be valid unless made by a written agreement, executed and approved by the parties hereto. Section 14. Severability. Should any action or part of any section of this Agreement be declared void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other section or other part of any section of this Agreement. Section 15. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida (the "State"). Section 16. Merger or Consolidation of the Bank. Any corporation into which the Bank may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Bank shall be a party, shall be the successor Registrar and Paying Agent under this Agreement, without the execution or filing of any paper or any further act on the part of the parties hereto, provided however that the Bank shall provide 30 days prior written notice to the Issuer of any such merger or consolidation. Section 17. Compliance with Escheat Laws. Notwithstanding anything herein to the contrary, the Bank will escheat any money deposited with the Bank for the payment of the principal, redemption premium, if any, or interest on any Bond as required by the laws of the State. Any unclaimed moneys provided for the payment of Bonds shall not be returned to the Issuer,but shall be disposed of in accordance with applicable law. [Remainder of page intentionally left blank] 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their official seals to be hereunto affixed and attested as of the date first above written. (SEAL) CITY OF OCOEE, FLORIDA By: Name: Rusty Johnson Title: Mayor ATTEST: By: Name: Melanie Sibbitt Title: City Clerk [Signature page to Registrar and Paying Agent Agreement between City of Ocoee, Florida and Regions Bank] 4 REGIONS BANK By: Name: Title: [Signature page to Registrar and Paying Agent Agreement between City of Ocoee, Florida and Regions Bank] 5 EXHIBIT A Fee for services as Paying Agent and Bond Registrar will be an annual fee of $ payable in advance; all ordinary expenses including postage are included in this amount.