2016-018 Supplemental Water and Sewer System Revenue and Refunding Bonds, Series 2016, not to Exceed $26M RESOLUTION NO. 2016-018
A RESOLUTION OF THE CITY COMMISSIONERS OF THE CITY
OF OCOEE, FLORIDA SUPPLEMENTING A RESOLUTION
ADOPTED ON THE DATE HEREOF PROVIDING FOR THE
ISSUANCE OF NOT TO EXCEED $26,000,000 WATER AND
SEWER SYSTEM REVENUE AND REFUNDING REVENUE
BONDS, SERIES 2016 FOR THE PURPOSE OF REFUNDING THE
CITY'S OUTSTANDING WATER AND SEWER SYSTEM
REFUNDING REVENUE NOTE, SERIES 2012, AND WATER
AND SEWER SYSTEM REFUNDING REVENUE NOTE, SERIES
2013 AND FOR THE PURPOSE OF PROVIDING PROCEEDS TO
FINANCE IMPROVEMENTS TO THE SYSTEM; APPROVING
THE FORM OF THE PURCHASE CONTRACT, PRELIMINARY
OFFICIAL STATEMENT, AND CONTINUING DISCLOSURE
CERTIFICATE; AUTHORIZING THE EXECUTION AND
DELIVERY OF A PURCHASE CONTRACT, FINAL OFFICIAL
STATEMENT AND CONTINUING DISCLOSURE CERTIFICATE;
DELEGATING TO THE CITY MANAGER TO AWARD THE
SALE OF THE BONDS TO THE UNDERWRITERS NAMED
HEREIN PURSUANT TO A NEGOTIATED SALE AND SUBJECT
TO THE CONDITIONS AND TERMS SET FORTH HEREIN AND
IN THE PURCHASE CONTRACT; APPROVING THE FORM
AND APPOINTING A PAYING AGENT AND REGISTRAR;
AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO
EXECUTE ANY DOCUMENT OR TO TAKE ANY ACTIONS
REQUIRED TO OFFER THE BONDS AT NEGOTIATED SALE
AND IN CONNECTION WITH THE ISSUANCE OF SAID
BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING FOR AN EFFECTIVE DATE.
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 Constitution of the State of Florida, the Charter of the City, Chapter 166, Part
II, Florida Statutes, and other applicable provisions of law (collectively, the "Act") and the
Resolution adopted by the City on even date herewith(the "Resolution").
SECTION 2. Definitions. All capitalized undefined terms shall have the meaning
ascribed thereto in the Resolution.
SECTION 3. Findings. It is hereby ascertained, determined and declared that:
A. Stifel, Nicolaus & Company, Incorporated, for itself and as representative of RBC
Capital Markets, LCC and Wells Fargo Bank, National Association (collectively, the
"Underwriters") have indicated that they are willing to enter into the hereinafter defined
Purchase Contract with the City pursuant to which the Underwriters will agree to purchase the
Series 2016 Bonds.
B. Due to the present volatility of the market for public obligations like the Series
2016 Bonds, the need to access such market very quickly, the willingness of the Underwriters to
purchase the Series 2016 Bonds at interest rates favorable to the City, and the critical importance
of timing of the sale of the Series 2016 Bonds, the City has determined to sell the Series 2016
Bonds through a negotiated sale to the Underwriters, and it is hereby determined that it is in the
best interest of the public and the City to delegate to the City Manager the authority to fix the
final details of the Series 2016 Bonds, based upon the advice of the Financial Advisor, and
accept the offer of the Underwriters to purchase the Series 2016 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.
C. Prior to acceptance by the City of the offer of the Underwriters to purchase the
Series 2016 Bonds, the Underwriters will provide the City 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.
D. The City has determined it to be in its best interests and to serve a municipal
purpose to provide in this resolution for the issuance of the Series 2016. Bonds for the purposes
heretofore described, and this resolution shall constitute a Supplemental Resolution for
purposes of the Resolution.
E. In connection with the offering and sale of the Series 2016 Bonds, the City desires
to approve the distribution of the Preliminary Official Statement, a form of which is attached
hereto as Exhibit B, and delegate to 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 to execute and deliver a final Official Statement (the "Official
Statement") with respect to the Series 2016 Bonds in accordance herewith.
F. The City desires to appoint a registrar and paying agent with respect to the Series
2016 Bonds and authorize the execution and delivery of a Registrar and Paying Agent
Agreement(the "Registrar and Paying Agent Agreement"), if required.
G. In connection with its continuing disclosure obligations under the Rule, the City
desires to approve the form, and authorize the execution and delivery, of a Continuing
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Disclosure Certificate, a form of which is attached hereto as Exhibit C (the "Continuing
Disclosure Certificate").
H. With respect to the Series 2016 Bonds, the City desires to use the book-entry
system of registration with The Depository Trust Company("DTC").
I. The City has determined together with the advice of its Financial Advisor, not to
secure the Series 2016 Bonds by the Reserve Fund or any account created therein.
SECTION 4. Authorization of Series 2016 Bonds; Terms of Series 2016 Bonds;
Authorization to Refund Refunded Obligations and to Finance the 2016 Project;Pledge.
A. Subject and pursuant to the provisions hereof and the Resolution, obligations of
the City to be known as "Water and Sewer System Revenue and Refunding Revenue Bonds,
Series 2016" are authorized to be issued in the aggregate principal amount of not to exceed
$26,000,000 to (i) refund all of the Water and Sewer System Refunding Revenue Note, Series
2012 and its Water and Sewer System Refunding Revenue Note, Series 2013 (collectively, the
"Refunded Obligations"), (ii) to finance improvements to the System as the 2016 Project as
further described on Exhibit D hereto, and (iii) pay the cost of issuing the Series 2016 Bonds.
B. The City hereby delegates to the City Manager the authority to determine the
final terms of the Series 2016 Bonds, based upon the advice of the Financial Advisor, including
(i) the dated date, (ii) the principal amount and whether the Series 2016 Bonds shall be issued as
Serial Bonds and/or Term Bonds, (iii) the maturity dates and amounts, (iv) the interest rates,
prices and 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 2016 Bonds, and to take such
further action as shall be required for carrying out the purposes of this resolution, all with
respect to the Series 2016 Bonds. All covenants contained in the Resolution with respect to the
Bonds shall be applicable to the Series 2016 Bonds.
Interest on the Series 2016 Bonds shall be calculated based upon a 360-day year
consisting of 12-30 day months.
C. The refunding of the Refunded Obligations and the financing of the 2016 Project
are hereby specifically authorized.
D. The payment of the principal of and interest on the Series 2016 Bonds shall be
secured forthwith equally and ratably by a pledge and lien upon the Pledged Funds; the Issuer
does hereby irrevocably pledge the Pledged Revenues to the payment of the principal of and
interest of the Series 2016 Bond and with any additional Bonds issued on parity therewith. The
City also hereby pledges and secures the Series 2016 Bonds with the Water System Capital
Facilities Charges and the Sewer System Capital Facilities Charges and covenants to collect and
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deposit the amounts from the Water System Capital Facilities Charges and the Sewer System
Capital Facilities Charges pursuant to Section 5.01(R) and Section 5.01(5), respectively, of the
Resolution.
SECTION 5. Award of Sale of the Series 2016 Bonds; Execution of Purchase Contract.
Due to the indication by the Underwriters of their willingness to purchase the Series 2016 Bonds
by negotiated sale at interest rates favorable to the City, the present volatility of the market for
public obligations such as the Series 2016 Bonds and the critical importance of timing of the sale
of the Series 2016 Bonds, the City hereby approves the negotiated sale of the Series 2016 Bonds
to the Underwriters and delegates to the City Manager the authority to accept the offer of the
Underwriters to purchase the Series 2016 Bonds and to execute and deliver, on behalf of the
City, the Purchase Contract, in the form attached hereto as Exhibit A, which form is hereby
approved; provided, however, that the City Manager shall not have the authority to execute
and deliver the Purchase Contract, unless the City Manager shall have received from the
Underwriters (i) all applicable disclosure information required by Section 218.385, Florida
Statutes, and (ii) such other information as the City Manager shall deem necessary, upon the
advice of the Financial Advisor, which demonstrates to the City Manager that(A) the aggregate
principal amount of the Series 2016 Bonds (not taking into account any net premium) is not in
excess of $26,000,000 (B) the final maturity of the Series 2016 Bonds is not later than
October 1, 2036, (C) the underwriting discount is not greater than 0.75% of the original principal
amount of the Series 2016 Bonds, and (D) the true interest cost rate on the Series 2016 Bonds is
not greater than 3.75%.
All actions of the City Manager taken pursuant to the authority contained in Section 4
and this Section 5 of this Resolution shall be evidenced by the execution and delivery of the
Purchase Contract, which shall be filed with the Clerk. The execution and delivery of the
Purchase Contract shall constitute complete evidence of the actions of the City Manager and
shall constitute the authorized action of the City. Subject to satisfaction of the conditions in this
Section 5, the City Manager is hereby authorized and directed to execute and deliver 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 City,
including any changes to the form attached hereto as Exhibit A, and shall be deemed to be part
of this instrument as fully and to the same extent as if incorporated verbatim herein.
SECTION 6. Book Entry System. The City has previously executed a blanket letter of
representation dated October 6, 1998 (the "Letter of Representation") with The Depository Trust
Company ("DTC"). It is intended that the Series 2016 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 2016 Bonds shall be initially issued in the form of a single fully registered Series 2016
Bond for each maturity. Upon initial issuance, the ownership of such Series 2016 Bonds shall be
registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee for DTC.
With respect to Series 2016 Bonds registered by the Registrar and Paying Agent in the name of
Cede & Co., as nominee of DTC, the City and the Registrar and Paying Agent shall have no
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responsibility or obligation to any broker-dealer, bank or other financial institution for which
DTC holds Series 2016 Bonds from time to time as securities depositary (each such broker-
dealer, bank or other financial institution being referred to herein as a "Depository Participant")
or to any Person on behalf of whom such a Depository Participant holds an interest in the Series
2016 Bonds (each such Person being herein referred to as an "Indirect Participant"). Without
limiting the immediately preceding sentence, the City 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 2016
Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any other
Person, other than a registered owner of a Series 2016 Bond as shown in the bond register, of
any notice with respect to the Series 2016 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 2016 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
2016 Bonds. No Person other than a registered owner of a Series 2016 Bond as shown in the
bond register shall receive a Series 2016 Bond certificate with respect to any Series 2016 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 2016 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 City determines that DTC is incapable of discharging its
responsibilities described herein and in the Letter of Representation, (b) the agreement among
the City, the Registrar and Paying Agent and DTC evidenced by the Letter of Representation
shall be terminated for any reason or (c) the City determines that it is in the best interests of the
beneficial owners of the Series 2016 Bonds that they be able to obtain certificated Series 2016
Bonds, the City shall notify DTC of the availability of Series 2016 Bond certificates and the
Series 2016 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 City may determine that the Series 2016 Bonds shall be
registered in the name of and deposited with a successor depository operating a universal book-
entry system, as may be acceptable to the City, or such depository's agent or designee, and if the
City does not select such alternate universal book-entry system, then the Series 2016 Bonds may
be registered in whatever name or names registered owners of Series 2016 Bonds transferring or
changing Series 2016 Bonds designate, in accordance with the provisions hereof.
Notwithstanding any other provision of the Resolution to the contrary, so long as any Series
2016 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of, premium, if any, and interest on, if applicable, such Series 2016 Bond and
all notices with respect to such Series 2016 Bond shall be made and given, respectively, in the
manner provided in the Letter of Representation.
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As long as any Series 2016 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 2016 Bonds, and the City covenants to cause adequate records to be kept with
respect to the ownership of any Series 2016 Bonds issued in book-entry form or the beneficial
ownership of Series 2016 Bonds issued in the name of a nominee.
SECTION 7. Application of Series 2016 Bond Proceeds. The proceeds, including any
accrued interest received from the sale of the Series 2016 Bonds, shall be applied by the City as
follows:
1. The City shall pay or cause to be paid all costs and expenses in connection with
the authorization, sale and issuance of the Series 2016 Bonds.
2. Simultaneously with the issuance of the Series 2016 Bonds, the City shall prepay
all of the principal amount outstanding of the Refunded Obligations, including accrued and
unpaid interest through the prepayment date.
3. The balance of the proceeds of the Series 2016 Bonds shall be deposited into a
Series 2016 Account of the Project Fund (the "Series 2016 Account") hereby created and
established pursuant to Section 3.01(F) of the Resolution. Amounts deposited into the Series
2016 Account in the Project Fund shall be used to pay or reimburse the City for Project Costs
relating to the 2016 Project in accordance with Section 4.02 of the Resolution.
SECTION 8. Reserve Requirement for Series 2016 Bonds. The Reserve Requirement for
the Series 2016 Bonds shall be$0.00(zero dollars).
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 2016 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 City 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 2016 Bonds. The
distribution of the final Official Statement relating to the Series 2016 Bonds is hereby
authorized, and the execution of such Official Statement by the City Manager is hereby
authorized, which execution and delivery shall constitute complete evidence of the approval of
such final Official Statement by the City.
SECTION 10. Appointment of Registrar and Paying Agent; Authorization of Execution
and Delivery of Registrar and Paying Agent Agreement, if Required. Regions Bank is hereby
appointed to serve as Registrar and Paying Agent with respect to the Series 2016 Bonds. The
Registrar and Paying Agent shall perform such duties as are more fully described herein and in
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the Resolution and an agreement, if any, to be entered into with the City in connection with the
Series 2016 Bonds.
The Registrar and Paying Agent shall fulfill such functions with respect to Registrar and
Paying Agent Agreement until a qualified successor shall have been designated by the City and
accepts such duties, such designation to be subject to written notice to the Registrar and Paying
Agent,or until the Series 2016 Bonds have been paid in full pursuant to the Resolution.
The Registrar and Paying Agent Agreement, if any, may be executed in the name of the
City by the Mayor and attested by the Clerk and the corporate seal of the City or facsimile
thereof shall be affixed thereto or reproduced thereon. The execution and delivery thereof in
the manner described in the preceding sentence shall constitute complete approval of any
Registrar and Paying Agent Agreement by the City
SECTION 11. Continuing Disclosure. The City hereby covenants and agrees that, in
order to assist the Underwriters in complying with the continuing disclosure requirements of
the Rule with respect to the Series 2016 Bonds, it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate to be executed by the City prior to the time
the City delivers the Series 2016 Bonds to the Underwriters, 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, subject to such changes, amendments, modifications, omissions and additions
thereto as shall be approved by the Mayor, in accordance with the provisions hereof, execution
thereof by the Mayor to be deemed conclusive evidence of the approval of such changes. The
Continuing Disclosure Certificate shall be executed in the name of the City by the Mayor and
attested by the Clerk and the corporate seal of the City or facsimile thereof shall be affixed
thereto or reproduced thereon. The execution and delivery thereof in the mariner described in
the preceding sentence shall constitute complete approval of the Continuing Disclosure
Certificate by the City, including any changes to the form being approved.
Notwithstanding any other provision of the Resolution, failure of the City to comply
with such Continuing Disclosure Certificate shall not be considered an event of default
hereunder or under the Resolution. However, the Continuing Disclosure Certificate shall be
enforceable by the Series 2016 Bondholders in the event that the City fails to cure a breach
thereunder within a reasonable time after written notice from a Series 2016 Bondholder to the
City that a breach exists. Any rights of the Series 2016 Bondholders to enforce the provisions of
this covenant shall be on behalf of all Series 2016 Bondholders and shall be limited to a right to
obtain specific performance of the City's obligations thereunder.
SECTION 12. Prior Resolutions. All prior resolutions of the City inconsistent with the
provisions of this resolution or the Resolution are hereby amended and supplemented to
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conform with the provisions herein contained and in the Resolution and this resolution and the
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 2016 Bonds 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 members of the Commission of the City and the
City's officers, attorneys and other agents and employees are hereby authorized to perform all
acts and things required of them by this resolution or desirable or consistent with the
requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Series 2016 Bonds and the Resolution, and they are
hereby authorized to execute and deliver all documents which shall be required by Bond
Counsel to effectuate the sale of the Series 2016 Bonds to the Underwriters.
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 2016 Bonds.
SECTION 16. Resolution to Continue in Force. The Resolution and all the terms and
provisions thereof, are and shall remain in full force and effect.
[Remainder of page intentionally left blank]
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SECTION 17. Effective Date. This resolution shall take effect immediately upon its
adoption and authentication as provided by law.
Passed and Adopted this Pt day of November, 2016, at a regular meeting duly called
and held.
CITY OF OCOEE,FLORIDA
Rusty Jo Mayor
ATTEST:
ket1A9
Melanie Sibbitt, City Clerk
APPROVED AS TO FORM&
LEGAL SUFFICIENCY:
City A orney
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE
APPROVED AS TO FORM A ND LEGALITY
this 6T day of N10 4 20
Shuffield, Lowman & Wilso , -.
BY: •
..-,44•'ney
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EXHIBIT A
Form of Purchase Contract
A-1
EXHIBIT A
CITY OF OCOEE, FLORIDA
WATER AND SEWER SYSTEM REVENUE
AND REFUNDING REVENUE BONDS, SERIES 2016
PURCHASE CONTRACT
November , 2016
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, Stifel,Nicolaus
& Company, Incorporated (the "Representative"), on behalf of itself and RBC Capital Markets,
LLC and Wells Fargo Bank, National Association (collectively, the "Underwriters"), 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 Underwriters hereby
agree to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the
Underwriters, all (but not less than all) of the $ aggregate principal amount of the City
of Ocoee, Florida Water and Sewer System Revenue and Refunding Revenue Bonds, Series 2016
(the "Series 2016 Bonds"). The Issuer understands,and hereby confirms,that the Underwriters are
not acting as fiduciaries of the Issuer, but rather are acting solely in their capacity as Underwriters
for their own account, as more particularly set forth in Section 17 hereof.
The Series 2016 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 2016 Bonds is payable semi-annually
on April 1 and October 1 of each year, commencing April 1, 2017. The purchase price for the
Series 2016 Bonds shall be $ (representing the par amount of the Series 2016 Bonds of
$ [plus/less a net bond premium/original discount of $ and] less an
Underwriters' discount of$ ).
The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto
as Exhibit B.
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The Series 2016 Bonds are payable from and secured by a pledge of and lien on the
Pledged Revenues, which consist of the Net Revenues of the System (as defined in the
hereinafter-defined Resolution) and until applied in accordance with the Resolution, certain
moneys on deposit in the various funds and accounts created pursuant to the Resolution and, with
respect to the Series 2016 Bonds, the Sewer System Capital Facilities Charges and the Water
System Capital Facilities Charges (collectively, the "Pledged Revenues").
The Series 2016 Bonds are being issued pursuant to the provisions of the Constitution of
the State of Florida (the "State"), the Charter of the Issuer, Chapter 166, Part II, Florida Statutes,
and other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No.
16- of the City Commission of the Issuer (the "City Commission"), adopted on November 1,
2016, as amended and supplemented from time to time, particularly as supplemented by
Resolution No. 16- adopted on November 1, 2016 (collectively, the "Resolution"). All
capitalized terms not defined herein shall have the meanings ascribed thereto in the Resolution.
The Series 2016 Bonds are being issued by Issuer for the purpose of(i) currently refunding
the Issuer's Water and Sewer System Refunding Revenue Note, Series 2012 (the "Series 2012
Note"), (ii) currently refunding the Issuer's Water and Sewer System Refunding Revenue Note,
Series 2013 (the "Series 2013 Note" and, together with the Series 2012 Note, the "Refunded
Obligations"), (iii) financing improvements to the System as the 2016 Project (as described in the
Resolution), and (iv)paying the cost of issuing the Series 2016 Bonds.
2. Delivery of Official Statement and Other Documents.
(a) Prior to the date hereof,the Issuer has provided to the Underwriters for their
review the Preliminary Official Statement dated November , 2016 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 2016 Bonds. The Underwriters have 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
Underwriters within seven (7) business days after the date hereof, and at least three (3)
business days prior to the date the Series 2016 Bonds are delivered to the Underwriters, 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 Representative,
of the final Official Statement (the "Official Statement") that the Representative shall
notify the Issuer is reasonably necessary. "Reasonably necessary" shall mean, at a
minimum,the number that shall be sufficient to enable the Underwriters 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 Underwriters agree to file the Official Statement with the MSRB's Electronic
Municipal Market Access System ("EMMA") at http://emma.msrb.org portal.
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The Issuer authorizes, or ratifies as the case may be,the use and distribution by the
Underwriters of the Preliminary Official Statement, the Official Statement and the
Resolution in connection with the public offering and sale of the Series 2016 Bonds. The
Underwriters agree that they will not confirm the sale of any Series 2016 Bonds unless the
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
Underwriters and if,in the reasonable opinion of the Issuer or the reasonable opinion of the
Representative, 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 Underwriters), 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 2016 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 Representative. The Issuer will promptly notify the
Underwriters 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 2016 Bonds are
hereinafter included within the term "Official Statement." Unless the Underwriters shall
provide written notice to the Issuer on November ,2016(date of the "Closing")that any
of the Underwriters retains directly, or as a member of an underwriting syndicate, an
unsold balance of the Series 2016 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 Underwriters. The Representative is duly authorized to
execute this Contract on behalf of the Underwriters. Neither the Underwriters 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. The Underwriters agree 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 2016 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 2016 Bonds, the
Series 2016 Bonds may be offered and sold to certain dealers (including dealers depositing such
Series 2016 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 Underwriters.
The Representative agrees to deliver a certificate of the Underwriters at the Closing in
substantially the form attached hereto as Exhibit C.
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5. Good Faith Deposit. The Underwriters have delivered herewith to the Issuer a
check for $ ( Hundred Thousand and 00/00 Dollars) payable to
the order of the Issuer. In the event that the Issuer does not accept this offer, such check shall be
immediately returned to the Representative. If the offer made hereby is accepted,the Issuer agrees
to hold this check uncashed until the Closing as security for the performance by the Underwriters
of their obligation to accept and pay for the Series 2016 Bonds at the Closing, and, in the event of
its compliance with such obligation, such check shall be returned to the Representative at the
Closing. In the event the Issuer fails to deliver the Series 2016 Bonds at the Closing, or if the
Issuer shall be unable to satisfy the conditions of Closing contained herein, or if the obligations of
the Underwriters are terminated for any reason permitted by this Contract, such check shall be
immediately returned to the Representative, and such return shall constitute a full release and
discharge of all claims by the Underwriters arising out of the transactions contemplated hereby,
except that the obligations of the Issuer and the Underwriters set forth in Paragraph 10 hereof shall
continue in full force and effect. In the event that the Underwriters fail (other than for a reason
permitted hereunder)to accept and pay for the Series 2016 Bonds at the Closing, such check shall
be retained by the Issuer as and for full liquidated damages for such failure and for any defaults
hereunder on the part of the Underwriters and such retention shall constitute a full release and
discharge of all claims by the Issuer against the Underwriters arising out of the transactions
contemplated hereby, except that the obligations of the Issuer and the Underwriter 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 2016 Bonds to the Underwriters as described herein; to
provide funds, together with other legally available funds to refund the Refunded
Obligations; to undertake the 2016 Project; to accept this Contract; to execute the
Continuing Disclosure Agreement 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 Agreement"); 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 2016 Bonds, the Disclosure Agreement and this
Contract, and the consummation by it of all other transactions contemplated by the
Resolution, the Official Statement, the Disclosure Agreement 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 Underwriters in accordance with the terms of this
Contract, the Disclosure Agreement and the Series 2016 Bonds will have been duly and
4
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 2016 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 2016 Bonds, the Disclosure Agreement 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 2016
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.
(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
ability to complete the 2016 Project or the due performance by the Issuer of its obligations
under this Contract, the Resolution, the Disclosure Agreement and the Series 2016 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 2016 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.
5
(g) The Series 2016 Bonds, when issued, authenticated and delivered in
accordance with the Resolution and sold to the Underwriters 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 2016 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 descriptions of the Series 2016 Bonds, the Resolution and the
Disclosure Agreement contained in the Preliminary Official Statement and the Official
Statement are true and accurate in all material respects.
(j) Except as disclosed in the Preliminary Official Statement and the Official
Statement, since September 30, 2015, 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 2016 Bonds, in each case other than in the ordinary course of its
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.
(k) 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 2016 Bonds or the collection or pledge
of the Pledged Revenues pledged to pay the principal of and interest on the Series 2016
Bonds, or which in any way contests or affects the validity or enforceability of the Series
2016 Bonds,the Resolution this Contract and the Disclosure Agreement,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 2016 Bonds as described in the Preliminary Official Statement and the Official
6
Statement,or which contests the power of the Issuer or any authority or proceedings for the
issuance, sale or delivery of the Series 2016 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 2016 Bonds, the Resolution, the Disclosure Agreement or this Contract.
(1) The Issuer has done all things necessary on its part to entitle the Issuer to
continue to receive each and all of the Pledged Revenues at levels consistent with those
historically received as set forth in the Preliminary Official Statement.
(m) The Issuer will furnish such information, execute such instruments and take
such other action not inconsistent with law in cooperation with the Underwriters as the
Underwriters may reasonably request in order(i)to qualify the Series 2016 Bonds for offer
and sale under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions of the United States as the Underwriters may designate, (ii) to determine the
eligibility of the Series 2016 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 2016 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 Underwriters.
(n) The Issuer will advise the Underwriters 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 Representative. The Issuer will advise the
Underwriters 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 2016 Bonds.
(o) Except as disclosed in the Preliminary Offering 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 2016 Project and refund the
Refunded Obligations as described in the Preliminary Official Statement.
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 Underwriters may mutually agree, the Issuer will,
subject to the terms and conditions hereof, deliver the Series 2016 Bonds in book-entry form to the
account of the Underwriters, at the facilities of DTC in New York,New York,or an agent thereof,
or such other location as determined by the Underwriters and agreed to by the Issuer, duly
executed, together with the other documents hereinafter mentioned, and, subject to the terms and
conditions hereof,the Underwriters will accept such delivery and pay the aggregate purchase price
of the Series 2016 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 2016 Bonds, but
neither the failure to print such number on any Series 2016 Bond nor any error with respect thereto
shall constitute cause for a failure or refusal by the Underwriters to accept delivery of and pay for
7
the Series 2016 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
Underwriters shall have mutually agreed. The Series 2016 Bonds shall be made available to the
Underwriters no less than 24 hours before the Closing for purposes of inspecting and packaging.
The Series 2016 Bonds shall be prepared and delivered as fully registered Series 2016 Bonds
registered in such names and denominations as the Underwriters shall so designate to the Issuer
and the printer of the Series 2016 Bonds not less than one day prior to the Closing.
8. Closing Conditions. The Underwriters have 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 Underwriters' obligations under this Contract to purchase, to accept delivery of
and to pay for the Series 2016 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 Agreement and this
Contract shall be in full force and effect and, except as approved in writing by the
Underwriters, shall not have been amended, modified or supplemented since the date
hereof, and the Official Statement as delivered to the Underwriters shall not have been
supplemented or amended, except in any such case as may have been approved by the
Underwriters;
(c) At the time of the Closing, all official action of the Issuer taken relating to
this Contract, the Series 2016 Bonds, the Resolution, the 2016 Project and the Disclosure
Agreement 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;
(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 Underwriters shall have received copies of
each of the following documents:
(1) An opinion of Bryant Miller Olive P.A., Tampa, Florida ("Bond
Counsel"),dated the date of the Closing and addressed to the Issuer,in substantially
the form attached as Appendix E to the Official Statement and a reliance letter
pertaining to such opinion addressed to the Underwriters.
8
(2) An opinion of Bond Counsel, dated the date of the Closing and
addressed to the Underwriters, in such form as is acceptable to the Issuer and the
Underwriters, (i) to the effect that the statements contained in the Official
Statement under the captions "DESCRIPTION OF THE SERIES 2016 BONDS"
(except for the statements and information under the subheading entitled
"Book-Entry Only System" as to which no opinion is expressed), "SECURITY
FOR THE SERIES 2016 BONDS" and in "APPENDIX D — Composite
Resolution," insofar as such statements purport to be summaries of certain
provisions of the Resolution and the Series 2016 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 2016 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 Underwriters and Bond Counsel, of Shuffield, Lowman&Wilson, P.A.,
City Attorney, in form and substance acceptable to the Underwriters and
GrayRobinson, P.A. ("Underwriters' Counsel").
(4) An opinion, dated the date of the Closing and addressed to the
Issuer, of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, in form
and substance satisfactory to the Issuer and the Underwriters, and a reliance letter
pertaining thereto addressed to the Underwriters, including opinions to the effect
that, based on the assumptions and reliance noted in such opinion, nothing has
come to the attention of Disclosure Counsel which leads Disclosure Counsel to
believe that the Official Statement contains any untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make
the statements, in light of the circumstances under which they were made, not
misleading (provided that no opinion need be expressed regarding historical or
projected financial information, demographic, statistical or operating data or
information included in the Official Statement, including but not limited to
appendices, schedules and exhibits, or any information about the Depository Trust
Company and its book-entry system of registration).
(5) An opinion, dated the date of the Closing and addressed to the
Underwriters, of GrayRobinson, P.A., Tampa, Florida, Underwriters' Counsel, in
form and substance satisfactory to the Underwriters.
(6) 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 Underwriters, and in form and substance satisfactory to the Underwriters, 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
9
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
except for the issuance of the Series 2016 Bonds on the date of Closing, (i) since
September 30, 2015, no material and adverse change has occurred in the financial
position or results of operations of the Issuer, (ii) the Issuer has not, since
September 30, 2015, incurred any material liabilities payable from Pledged
Revenues other than in the ordinary course of business, and (iii) since the date of
the information provided in the Official Statement, 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 2016 Bonds, or in any way contesting or affecting any
authority for the issuance of the Series 2016 Bonds,the Resolution or the execution
and delivery of the Disclosure Agreement or the sale of the Series 2016 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 2016
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 2016
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.
(7) Certified copy of the Resolution.
(8) Executed copies of the Disclosure Agreement and this Contract.
t0
(9) Evidence that S&P Global Ratings ("S&P") and Fitch Ratings
("Fitch")have issued ratings not lower than "AA+" and "AA," respectively, for the
Series 2016 Bonds.
(10) 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 2016 Bonds have been authenticated in
accordance with the terms of the Resolution.
(11) An executed copy of any registrar and paying agent agreement
between the Issuer and the Bank with respect to the Series 2016 Bonds.
(12) Evidence that the Issuer has deemed the Preliminary Official
Statement "final" as of its date for purpose of the Rule, except for "permitted
omissions."
(13) Such additional legal opinions, certificates, instruments and other
documents as the Underwriters or Underwriters' 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
Underwriters with such exceptions and modifications as shall be approved by the Representative
and as shall not in the reasonable opinion of the Underwriters materially impair the investment
quality of the Series 2016 Bonds.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters
to purchase, to accept delivery of and to pay for the Series 2016 Bonds contained in this Contract,
11
or if the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series
2016 Bonds shall be terminated for any reason permitted by this Contract, this Contract shall
terminate with respect to such Series 2016 Bonds subject to termination and neither the
Underwriters 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
obligations of the Issuer and the Underwriters set forth in Paragraph 10 hereof shall continue in full
force and effect.
9. Termination. The Underwriters 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 Representative's sole and
reasonable judgment occur:
(a) the market price or marketability of the Series 2016 Bonds, or the ability of
the Underwriters to enforce contracts for the sale of the Series 2016 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 2016 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 in the financial markets 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
12
(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
having jurisdiction of the subject matter shall be made, to the effect that any
obligations of the general character of the Series 2016 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:
(1) securities of the Issuer which are secured by a pledge or
application of the Pledged Revenues on a parity with the Series 2016
Bonds, or
(2)if the Series 2016 Bonds(or any portion thereof)are insured by a
Policy, on the Insurer,
is reduced or withdrawn or placed on credit watch with 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 Underwriters) 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 2016 Bonds or the ability of
the Underwriters to enforce contracts for the sale of the Series 2016 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 2016 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
13
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 2016 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 2016 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
Underwriters, all obligations of the Issuer and the Underwriters under this Contract shall
terminate,without further liability, except that: (i) the Issuer promptly shall return the Good Faith
Deposit to the Representative, in accordance with Section 5 hereof, and (ii) the Issuer and the
Underwriters shall pay their respective expenses as set forth in Section 10 here.
10. Expenses. The Underwriters 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 2016 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 Underwriters of expenses incurred by the Underwriters 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 Underwriters' discount.
The Underwriters shall pay: (a) all advertising expenses in connection with the public
offering of the Series 2016 Bonds; (b) the cost of preparing, printing and delivery of any
agreement among the Underwriters; and (c) all other expenses incurred by them or any of them in
connection with the public offering of the Series 2016 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 Underwriters may be given by delivering the same in
writing to Stifel, Nicolaus & Company, Incorporated, 111 North Magnolia Avenue, Suite 1175,
Orlando, Florida 32801, Attn: Margaret Lezcano, Managing Director.
14
12. Parties in Interest. This Contract is made solely for the benefit of the Issuer and the
Underwriters, 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 Underwriters; (ii) the delivery of the Series 2016 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 Underwriters may be waived by the Representative, in its
sole discretion, and the approval of the Underwriters when required hereunder or the
determination of their satisfaction as to any document referred to herein shall be in writing, signed
by appropriate officer or officers of the Underwriters 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 Underwriters, as underwriters, is to purchase securities, for resale to investors,
in an arm's length commercial transaction between the Issuer and the Underwriters, and the
Underwriters have financial and other interests that differ from those of the Issuer; (ii) the
Underwriters are acting solely as principals and are not acting as municipal advisors, financial
advisors or fiduciaries to the Issuer have 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 Underwriters, or any of them, have
provided other services or are currently providing other services to the Issuer on other matters);
(iii) the only obligations the Underwriters have 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]
15
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,
STIFEL,NICOLAUS & COMPANY,
INCORPORATED, the Underwriter
By:
Name: Margaret Lezcano
Its: Managing Director
Accepted by:
CITY OF OCOEE, FLORIDA
Robert D. Frank, City Manager
Attested by:
Melanie Sibbitt, City Clerk
16
EXHIBIT A
CITY OF OCOEE,FLORIDA
WATER AND SEWER SYSTEM
REVENUE AND REFUNDING REVENUE BONDS, SERIES 2016
MATURITIES,AMOUNTS,INTEREST RATES,PRICES AND YIELDS
$ Serial Bonds
Maturity Amount Interest Rate Price Yield
$ % Term Bond due October 1, 20 Price Yield %
$ % Term Bond due October 1, 20 Price Yield %
REDEMPTION PROVISIONS
Optional Redemption. The Series 2016 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, 20 , 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 2016 Bonds maturing on October 1,20 are subject
to mandatory redemption prior to maturity,in part,by lot,at a redemption price equal to the unpaid
principal amount of the Series 2016 Bonds to be redeemed, plus interest accrued thereon to the
date of redemption, on October 1 in the following years and in the following amounts:
Exhibit A-1
Amortization
Year Installment
*
* Maturity
The Series 2016 Bonds maturing on October 1,20 are subject to mandatory redemption
prior to maturity, in part, by lot, at a redemption price equal to the unpaid principal amount of the
Series 2016 Bonds to be redeemed, plus interest accrued thereon to the date of redemption, on
October 1 in the following years and in the following amounts:
Amortization
Year Installment
*
* Maturity
Exhibit A-2
EXHIBIT B
$
CITY OF OCOEE,FLORIDA
WATER AND SEWER SYSTEM
REVENUE AND REFUNDING REVENUE BONDS, SERIES 2016
DISCLOSURE STATEMENT
November , 2016
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 2016 Bonds"), Stifel, Nicolaus & Company,
Incorporated (the "Representative"), RBC Capital Markets, LLC and Wells Fargo Bank,National
Association(collectively,the "Underwriters"),have agreed to underwrite a public offering of such
Series 2016 Bonds. Arrangements for underwriting the Series 2016 Bonds will include a Purchase
Contract between the Issuer and the Underwriters (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 2016 Bonds as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriters in
connection with the issuance of the Series 2016 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 2016 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
Underwriters' Expenses
Management Fee
Total Underwriting Spread
Exhibit B-1
(d) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Series 2016 Bonds to any person not regularly
employed or retained by the Underwriters, except as described in Schedule I attached hereto.
(e) The name and address of the Representative are set forth below:
Stifel,Nicolaus & Company, Incorporated
111 North Magnolia Avenue, Suite 1175
Orlando, Florida 32801
(f) The Issuer is proposing to issue $ of its Water and Sewer System
Revenue and Refunding Revenue Bonds, Series 2016, for the purposes of, together with other
legally available funds of the Issuer, (i) currently refunding the Issuer's Water and Sewer System
Refunding Revenue Note, Series 2012, (ii) currently refunding the Issuer's Water and Sewer
System Refunding Revenue Note, Series 2013, (iii) financing improvements to the System as the
2016 Project (as described in the Resolution), and (iv) paying the cost of issuing the Series 2016
Bonds.
The Series 2016 Bonds are expected to be repaid over a period of approximately
years (from the date of Closing). At a true interest cost rate of approximately
%, total interest paid over the life of the Series 2016 Bonds will be $
The payment of the principal of, premium, if any, and interest on the Series 2016 Bonds
shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Revenues.
Authorizing the Series 2016 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,
STIFEL,NICOLAUS & COMPANY,
INCORPORATED, the Underwriter
By:
Name: Margaret Lezcano
Its: Managing Director
Exhibit B-3
SCHEDULE I
ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITERS
Per$1,000 Dollar Amount
Underwriters' Counsel
Travel/Miscellaneous
DTC Charges
CUSIP Expense
Ipreo Expense
Continuing Disclosure Review
TOTAL
Schedule I-1
EXHIBIT C
FORM OF ISSUE PRICE CERTIFICATE
This Certificate is furnished by Stifel, Nicolaus & Company, Incorporated (the
"Representative"), on behalf of itself and RBC Capital Markets, LLC and Wells Fargo Bank,
National Association(collectively, the "Underwriters"), as underwriters of the $ stated
principal amount of the City of Ocoee, Florida Water and Sewer System Revenue and Refunding
Revenue Bonds, Series 2016 (the "Bonds"). The Representative hereby certifies and represents
the following, based upon the information available to it:
1. Issue Price.
1.1 As of the date a purchase agreement was signed with respect to the Bonds (the
"Sale Date"), we reasonably expected that the first prices at which [a substantial amount of each
maturity (i.e., at least 10%) of] the Bonds would be sold to the general public (excluding bond
houses, brokers, or similar persons acting in the capacity of underwriter or wholesalers) in a bona
fide public offering would be the prices listed on Schedule A.
1.2 In our opinion, and based upon our estimate as of the Sale Date, the initial offering
prices of the Bonds set forth in Schedule A are within a reasonable range of, and should reflect,the
fair market prices for such Bonds.
1.3 As of the Sale Date, all of the Bonds have actually been offered to the general
public at the prices listed in Schedule A.
1.4 As of the Sale Date at least 10% of each maturity of the Bonds were first sold or
were reasonably expected to be first sold at the prices referred to in Schedule A.
We express no view regarding the legal sufficiency of any such computations or the
correctness of any legal interpretation made by Bond Counsel.
Nothing herein represents our interpretation of any laws or regulations under the Internal
Revenue Code of 1986, as amended.
Dated: November_, 2016 STIFEL,NICOLAUS & COMPANY,
INCORPORATED, as underwriter
By:
Margaret Lezcano, Managing Director
By:
Alan Murphy, Managing Director and
Underwriter
Exhibit C-1
EXHIBIT B
Form of Preliminary Official Statement
Exhibit B-1
EXHIBIT B
PRELIMINARY OFFICIAL STATEMENT DATED ,2016
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 2016 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 imposed on individuals and corporations. However, interest on the Series 2016
Bonds shall be taken into account in determining adjusted current earnings for purposes of computing the
alternative minimum tax on corporations. See "TAX MATTERS" herein for a description of other tax
consequences to holders of the Series 2016 Bonds.
CITY OF OCOEE,FLORIDA
WATER AND SEWER SYSTEM REVENUE AND REFUNDING REVENUE BONDS,
SERIES 2016
Dated: Date of Delivery Due:October 1,as shown on inside cover page
The$ Water and Sewer System Revenue and Refunding Revenue Bonds, Series 2016
(the "Series 2016 Bonds") of the City of Ocoee, Florida (the "City"), will be issued only as fully registered
bonds in the denomination of$5,000 or any integral multiple thereof, and will be initially registered only
in the name of Cede&Co.,as nominee of The Depository Trust Company, New York, New York("DTC"),
which will act as securities depository for the Series 2016 Bonds. The Series 2016 Bonds will be available
to purchasers only under the book-entry system maintained by DTC through brokers and dealers who
are, or act through, DTC Participants (as defined herein). Purchasers will not receive delivery of the
Series 2016 Bonds. So long as any purchaser is the Beneficial Owner (as defined herein) of a Series 2016
Bond, the purchaser must maintain an account with a broker or dealer who is, or acts through, a DTC
Participant to receive payment of principal of and interest on such Series 2016 Bond. The principal of and
interest on the Series 2016 Bonds will be paid by Regions Bank, Jacksonville, Florida, as paying agent,
directly to DTC as the registered owner thereof. See "DESCRIPTION OF THE SERIES 2016 BONDS -
Book-Entry Only System" herein. Interest on the Series 2016 Bonds will be payable on April 1, 2017 and
semiannually thereafter on October 1 and April 1 of each year.
The Series 2016 Bonds are subject to optional and mandatory redemption prior to maturity,as
more fully described herein. See "DESCRIPTION OF THE SERIES 2016 BONDS - Redemption
Provisions."
The Series 2016 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, and
other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 16- of the
City Commission of the City (the "City Commission"), adopted on November 1, 2016, as amended and
supplemented from time to time, particularly as supplemented by Resolution No. 16-_ adopted on
November 1,2016 (collectively, the"Resolution"). The Series 2016 Bonds are being issued to (i) currently
refund the City's Water and Sewer System Refunding Revenue Note,Series 2012, (ii)currently refund the
City's Water and Sewer System Refunding Revenue Note, Series 2013, (iii) finance improvements to the
System as the 2016 Project (each as further described herein), and (iv) pay the cost of issuing the Series
2016 Bonds. See "PURPOSE OF THE SERIES 2016 BONDS," "PLAN OF REFUNDING" and "THE 2016
PROJECT'herein.
The Series 2016 Bonds, the redemption premium, if any, and the interest thereon are limited,
special obligations of the City, payable from and secured solely by a pledge of and lien on the Pledged
Revenues (as defined herein). For a discussion of the security for the Series 2016 Bonds, see "SECURITY
FOR THE SERIES 2016 BONDS"herein.
THE SERIES 2016 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS
OR INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF THE
CONSTITUTION OF THE STATE,BUT SHALL BE PAYABLE SOLELY FROM AND SECURED BY A
FIRST LIEN UPON AND A PLEDGE OF THE PLEDGED REVENUES AS PROVIDED IN THE
RESOLUTION. NO HOLDER OR HOLDERS OF ANY SERIES 2016 BONDS ISSUED UNDER THE
RESOLUTION OR QUALIFIED AGREEMENT PROVIDER SHALL EVER HAVE THE RIGHT TO
COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION
IN ANY FORM OF ANY REAL OR PERSONAL PROPERTY THEREIN, OR TO COMPEL THE CITY
TO PAY SUCH PRINCIPAL AND INTEREST FROM ANY OTHER FUNDS OF THE CITY.
The Series 2016 Bonds are offered when, as and if issued and accepted by the Underwriters, 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. First Southwest, a Division of Hilltop Securities Inc., is acting as Financial
Advisor to the City. The Underwriters are being represented by GrayRobinson, P.A., Tampa, Florida. It is
expected that settlement for the Series 2016 Bonds will occur through the facilities of DTC in New York, New York,
on or about November ,2016.
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.
Stifel,Nicolaus&Company,Incorporated
RBC Capital Markets Wells Fargo Securities
Dated: ,2016
$
CITY OF OCOEE,FLORIDA
WATER AND SEWER SYSTEM REVENUE AND REFUNDING REVENUE BONDS, SERIES 2016
MATURITIES,AMOUNTS,INTEREST RATES,PRICES,YIELDS AND CUSIP NUMBERS*
* 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 2016 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.
II
CITY OF OCOEE, FLORIDA
150 North Lakeshore Drive
Ocoee,Florida 34761
MAYOR
Rusty Johnson
THE CITY COMMISSION
John Grogan,Commissioner
Rosemary Wilsen,Commissioner
Richard Firstner,Commissioner
Joel F.Keller,Commissioner
CITY MANAGER
Robert D.Frank
CITY CLERK
Melanie Sibbitt
CITY ATTORNEY
Shuffield,Lowman&Wilson, P.A.
CHIEF ACCOUNTANT
Robert K.Briggs,Jr.,CPA
FINANCE DIRECTOR
Wanda Horton
UTILITIES DIRECTOR
Charles Smith, P.E.
BOND AND DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Tampa, Florida
FINANCIAL ADVISOR
First Southwest,a Division of Hilltop Securities Inc.
Orlando, Florida
CONSULTING ENGINEER
Reiss Engineering
FEASIBILITY CONSULTANT
Public Resources Management Group, Inc.
No dealer, broker, salesman or other person has been authorized by the City or the
Underwriters to give any information or to make any representation with respect to the Series
2016 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 2016 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, 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 2016 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 2016 Bonds for sale.
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SERIES 2016 BONDS OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME.
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 UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR
INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE REVIEWED
THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH AND AS
PART OF THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES
LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THE TRANSACTION, BUT
THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR THE 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.
TABLE OF CONTENTS
Page
INTRODUCTION 1
PURPOSE OF THE SERIES 2016 BONDS 1
PLAN OF REFUNDING 2
THE 2016 PROJECT 2
ESTIMATED SOURCES AND USES OF BOND PROCEEDS 3
DEBT SERVICE SCHEDULE 4
DESCRIPTION OF THE SERIES 2016 BONDS 5
General 5
Book-Entry Only System 5
Negotiability,Registration,and Transfer 7
Bonds Mutilated,Destroyed,Stolen or Lost 8
Redemption 8
Notice of Redemption 9
SECURITY FOR THE SERIES 2016 BONDS 9
Sources of Payment 9
Application of Moneys under the Resolution 11
No Reserve Funding 14
Investments 14
Sewer System Capital Facilities Charges 15
Water System Capital Facilities Charges 15
Rate Stabilization Fund 15
Operation and Maintenance 16
Books and Accounts;Audit 16
No Free Service;Services Rendered to the City;No Preferential Rates 16
Mandatory Cut Off 16
Enforcement of Collections 17
Mandatory Collections;No Competing System 17
COVENANTS REGARDING RATES AND ADDITIONAL DEBT 17
General 17
Rate Covenant 17
Issuance of Additional Parity Obligations 18
THE SYSTEM 20
Consulting Engineering and Bond Feasibility Report 20
Utility Services Provided by the City 20
Service Area 20
Existing Water System Facilities 21
Existing Wastewater Treatment Facility 22
Future Flow Projections and Capacity 24
Interlocal and Large User Agreements 26
Regulatory Issues 27
System Administration 28
Rates and Fees 29
CAPITAL IMPROVEMENTS PROGRAM 34
Funding for Capital Improvement Projects 34
Funding Sources for Capital Program 34
Renewal,Replacement and Improvement Fund Summary 35
HISTORICAL AND PROJECTED SYSTEM SALES AND CUSTOMER USAGE STATISTICS 36
General 36
Historical Water System Customer and Sales Statistics 37
Historical Sewer System Customer and Sales Statistics 38
Historical Reclaimed Water System Customer and Sales Statistics 39
Projected Water and Sewer Systems Customer and Sales 39
Ten Largest Customers 42
HISTORICAL AND PROJECTED OPERATING RESULTS 43
Summary of Historical Operating Results 43
Summary of Projected Operating Results 45
CONSULTING ENGINEERING AND BOND FEASIBILITY REPORT FINDINGS AND CONCLUSIONS 47
THE CITY 48
General 48
City Government 48
Administration 49
Annual Audit 50
Description of Financial Practices 50
Annual Budget 50
INVESTMENT POLICY 51
LITIGATION 51
LEGAL MATTERS 51
TAX MATTERS 52
General 52
Information Reporting and Backup Withholding 53
Other Tax Matters 53
[Tax Treatment of Original Issue Discount 54
[Tax Treatment of Bond Premium 54
RATINGS 55
EXPERTS AND CONSULTANTS 55
CONTINGENT FEES 55
UNDERWRITING 55
FINANCIAL STATEMENTS 56
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 56
CONTINUING DISCLOSURE 57
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 57
AUTHORIZATION OF OFFICIAL STATEMENT 58
APPENDIX A -- GENERAL INFORMATION PERTAINING THE CITY OF OCOEE, FLORIDA AND
ORANGE COUNTY,FLORIDA
APPENDIX B -- CITY OF OCOEE, FLORIDA COMPREHENSIVE ANNUAL FINANCIAL REPORT
FISCAL YEAR ENDED SEPTEMBER 30,2015
APPENDIX C -- CONSULTING ENGINEERING AND BOND FEASIBILITY REPORT
APPENDIX D -- COMPOSITE RESOLUTION
APPENDIX E -- FORM OF BOND COUNSEL OPINION
APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE
ii
OFFICIAL STATEMENT
relating to
CITY OF OCOEE,FLORIDA
Water and Sewer System Revenue and Refunding Revenue Bonds,
Series 2016
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
$ Water and Sewer System Revenue and Refunding Revenue Bonds, Series 2016 (the "Series
2016 Bonds"). The Series 2016 Bonds are being issued under and pursuant to Resolution No. 16-_of the
City Commission of the City (the "City Commission"), adopted on November 1, 2016, as amended and
supplemented from time to time, particularly as supplemented by Resolution No. 16- adopted on
November 1, 2016 (collectively, the "Resolution") related to the issuance of the Series 2016 Bonds. The
Series 2016 Bonds and any additional obligations of the City issued on a parity therewith pursuant to the
Resolution(the"Additional Parity Obligations"),are hereinafter referred to collectively as the"Bonds."
The Series 2016 Bonds are being issued under the authority of and in full compliance with the
Constitution of the State of Florida, the City Charter of the City,Chapter 166, Part II, Florida Statutes, and
other applicable provisions of law, 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 2016 Bonds, the security for the payment of the Series 2016 Bonds, and the rights and remedies
of Registered Owners thereof Copies of this Official Statement may be obtained from the Finance Director, 150
North Lakeshore Drive, Ocoee, Florida 34761, (407) 905-3190, upon payment of reproduction costs and postage
and handling expenses.
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 2016 Bonds and the
Resolution, is to be construed as a contract between the Registered Owners of the Series 2016 Bonds and
the City.
PURPOSE OF THE SERIES 2016 BONDS
The Series 2016 Bonds are being issued to (i) currently refund the City's Water and Sewer System
Refunding Revenue Note, Series 2012 (the "Series 2012 Note"), (ii) currently refund the City's Water and
1
Sewer System Refunding Revenue Note, Series 2013 (the "Series 2013 Note, collectively with the Series
2012 Note,the"Refunded Obligations"), (iii) finance improvements to the System as the 2016 Project, and
(iv)pay the cost of issuing the Series 2016 Bonds.
PLAN OF REFUNDING
The City has determined that it can achieve an anticipated net present value savings in debt
service payments by providing for the refunding of the Refunded Obligations. Provision for payment
will be accomplished through the issuance of the Series 2016 Bonds and the use of a portion of the
proceeds thereof, together with other legally available funds, if any, to refund the Refunded
Obligations. The Refunded Obligations will be redeemed prior to maturity on the date of issuance of the
Series 2016 Bonds at a redemption price of 100% of the principal amount thereof, plus accrued interest to
the redemption date.
THE 2016 PROJECT
The "2016 Project" is defined to include the design, planning, construction, and equipping of
certain projects, including but not limited to, the North of Silver Star Phase of the "Downtown & West
Sanitary Transmission Project," the South of Silver Star Phase of the "Downtown & West Sanitary Sewer
Transmission Project" associated with Bluford Streetscape, the Oakland-Downtown Gravity Main and
Lift Station Installation Project, the Silver Water Main Looping and the final conversion to automated
meter reading system (FlexNet), each as more fully described in materials on file with the City. See
"APPENDIX C — CONSULTING ENGINEERING AND BOND FEASIBILITY REPORT" hereto for more
information about the 2016 Project.
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ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The proceeds expected to be received from the sale of the Series 2016 Bonds, together
with other legally available funds of the City, are expected to be used as follows:
Sources of Funds Series 2016 Bonds
Par Amounts
Plus/Less: Net Original Issue Premium/Discount
TOTAL SOURCES
Uses of Funds
Prepay Series 2012 Note
Prepay Series 2013 Note
Deposit to Project Fund for the 2016 Project
Costs of Issuance(1)
TOTAL USES
(1) Includes financial advisors' fees and expenses, Underwriters' 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 2016 Bonds.
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DEBT SERVICE SCHEDULE
The following table sets forth the estimated debt service payments on the Series 2016
Bonds.
Year Ending Total
October 1 Principal Interest Debt Service
Total
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DESCRIPTION OF THE SERIES 2016 BONDS
General
The Series 2016 Bonds will be dated the date of their delivery, will be issued in fully registered
form, without coupons, in the denominations of$5,000 each or integral multiples thereof, and will bear
interest at the rates and mature in the amounts and on the dates set forth on the inside cover page of this
Official Statement. Interest on the Series 2016 Bonds will accrue from the date of delivery thereof and will
be payable on April 1, 2017, and semiannually thereafter on October 1 and April 1 in each year. The
Series 2016 Bonds will be issued in book-entry only format, as described in the following section.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE. THE
CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2016 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2016
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2016 BONDS SHALL MEAN CEDE &
CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2016 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2016 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2016 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2016 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2016 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2016 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 2016 Bonds. The Series 2016 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
Series 2016 Bond certificate will be issued for each maturity of the Series 2016 Bonds as set forth in the
inside cover of this Official Statement, each in the aggregate principal amount of such maturity, and will
be deposited with DTC.
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
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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 Inc. ("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 Series 2016 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2016 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2016 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 2016 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 2016 Bonds, except in the event that use of
the book-entry system for the Series 2016 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2016 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 2016 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 2016 Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2016
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 Series 2016 Bonds may wish to
take certain steps to augment the transmission to them of notices of significant events with respect to the
Series 2016 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example,Beneficial Owners of Series 2016 Bonds may wish to ascertain that the nominee
holding the Series 2016 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.
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Redemption notices shall be sent to DTC. If less than all of the Series 2016 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
Series 2016 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 Series 2016 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Series 2016 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, distributions and
dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the City 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 2016 Bonds
at any time by giving reasonable notice to the City or Paying Agent. Under such circumstances, in the
event that a successor depository is not obtained, the Series 2016 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, Series 2016 Bond certificates will be printed and
delivered to DTC.
Negotiability,Registration,and Transfer
The Registrar shall keep books for the registration of and for the registration of transfers of Bonds
as provided in the Resolution. The transfer of any Bonds may be registered only upon such books and
only upon surrender thereof to the Registrar together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar.
Upon any such registration of transfer, the City shall execute and the Registrar shall authenticate and
deliver in exchange for such Bond, a new Bond or Bonds registered in the name of the transferee, and in
an aggregate principal amount equal to the principal amount of such Bond or Bonds so surrendered and
of the same Series.
In all cases in which Bonds shall be exchanged, the City shall execute and the Registrar shall
authenticate and deliver, at the earliest practicable time, a new Bond or Bonds of the same type (e.g.,
Serial Bonds will be exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged for
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Capital Appreciation Bonds) and of the same Series in accordance with the provisions of the Resolution.
All Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the
Registrar. The City or the Registrar may make a charge for every such exchange or registration of
transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid
with respect to such exchange or registration of transfer, but no other charge shall be made to any
Bondholder for the privilege of exchanging or registering the transfer of Bonds under the provisions of
the Resolution. Neither the City nor the Registrar shall be required to make any such exchange,
registration or transfer of Bonds after the Record Date.
Bonds Mutilated,Destroyed, Stolen or Lost
In case any Bond shall become mutilated, or be destroyed, stolen or lost, the City may, in its
discretion, cause to be executed, and the Registrar shall authenticate and deliver, a new Bond of like date
and tenor as the Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds shall be issued in
exchange for Serial Bonds and Capital Appreciation Bonds shall be issued in exchange for Capital
Appreciation Bonds) in exchange and substitution for such mutilated Bond upon surrender and
cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost,
and upon the Holder furnishing the City and the Registrar proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and conditions as the City
and the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. All
Bonds so surrendered shall be canceled by the City. If any of the Bonds shall have matured or be about to
mature, instead of issuing a substitute Bond, the City may pay the same, upon being indemnified as
aforesaid,and if such Bond be lost, stolen or destroyed,without surrender thereof.
Any such duplicate 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 Bonds be at any
time found by anyone,and such duplicate Bonds shall be entitled to equal and proportionate benefits and
rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the
same extent as all other Bonds issued hereunder.
Redemption
Optional Redemption. The Series 2016 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, 20 , 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 2016 Bonds maturing on October 1, 20 are subject to
mandatory redemption prior to maturity, in part, by lot, at a redemption price equal to the unpaid
principal amount of the Series 2016 Bonds to be redeemed, plus interest accrued thereon to the date of
redemption, on October 1 in the following years and in the following amounts:
Amortization
Year Installment
20
20 *
*Maturity
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Notice of Redemption
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed
with the Registrar, and mailed by the Registrar on behalf of the City, first class mail, postage prepaid, to
all Holders of Bonds to be redeemed at their addresses as they appear on the registration books provided
for on the Record Date, but failure to mail such notice to one or more Holders of such Bonds, or any
defect therein, shall not affect the validity of the proceedings for such redemption with respect to Holders
of Bonds to which notice was duly mailed under the Resolution and no defect occurred. Each such notice
shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of such
Bonds, of one maturity are to be called, the distinctive numbers of such Bonds to be redeemed and, in the
case of Bonds to be redeemed in part only,the portion of the principal amount thereof to be redeemed.
Any notice of optional redemption given pursuant to the Resolution may state that it is
conditional upon receipt by the Paying Agent of moneys sufficient to pay the redemption price, plus
interest accrued to the redemption date, or upon the satisfaction of any other condition, or that it may be
rescinded upon the occurrence of any other event, and any conditional notice so given may be rescinded
at any time before payment of such redemption price and accrued interest if any such condition so
specified is not satisfied or if any such other event occurs. Notice of such rescission shall be given by the
Paying Agent to affected Holders of such Bonds as promptly as practicable upon the failure of such
condition or the occurrence of such other event.
Official notice of redemption having been given as aforesaid, such Bonds or portions of 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 Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption
price. Each check or other transfer of funds issued by the Registrar for the purpose of the payment of the
redemption price of Bonds being redeemed shall bear the CUSIP number identifying, by issue and
maturity, such Bonds being redeemed with the proceeds of such check or other transfer. 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 such Bond, there shall be prepared for the
Holder a new Bond or Bonds of the same maturity in the amount of the unpaid principal of such partially
redeemed Bond. All such Bonds which have been redeemed shall be canceled and destroyed by the
Registrar and shall not be reissued.
SECURITY FOR THE SERIES 2016 BONDS
Sources of Payment
The Series 2016 Bonds are special obligations of the City, the principal of, premium, if any, and
interest on which are payable solely from and secured by a pledge of and lien on the Pledged Revenues,
which consist of the Net Revenues of the System and until applied in accordance with the Resolution, the
moneys on deposit in the various funds and accounts created pursuant to the Resolution, except (A) as
for the Rebate Fund, and (B) to the extent moneys on deposit in an account of the Reserve Fund or the
Project Fund shall be pledged solely for the payment of the Series of Bonds for which it was established in
accordance with the provisions of the Resolution. The Resolution provides that Pledged Revenues may
also include the Sewer System Capital Facilities Charges and/or the Water System Capital Facilities
9
Charges to the extent either or both are pledged to secure a Series of Bonds,based upon the calculation of
the applicable Expansion Percentage, by the Qualified Independent Consultant. With respect to the
Series 2016 Bonds, Pledged Revenues include the Sewer System Capital Facilities Charges and the Water
System Facilities Charges. These sources of payment are herein collectively referred to as the "Pledged
Revenues".
The City is also permitted to issue additional obligations on a parity with the Series 2016 Bonds.
See "COVENANTS REGARDING RATES AND ADDITIONAL DEBT-Issuance of Additional Parity
Obligations"herein.
THE SERIES 2016 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS
OR INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF THE
CONSTITUTION OF THE STATE, BUT SHALL BE PAYABLE SOLELY FROM AND SECURED BY A
FIRST LIEN UPON AND A PLEDGE OF THE PLEDGED REVENUES AS PROVIDED IN THE
RESOLUTION. NO HOLDER OR HOLDERS OF ANY SERIES 2016 BONDS ISSUED UNDER THE
RESOLUTION OR QUALIFIED AGREEMENT PROVIDER SHALL EVER HAVE THE RIGHT TO
COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION
IN ANY FORM OF ANY REAL OR PERSONAL PROPERTY THEREIN, OR TO COMPEL THE CITY
TO PAY SUCH PRINCIPAL AND INTEREST FROM ANY OTHER FUNDS OF THE CITY.
Gross Revenues and Net Revenues. The Net Revenues derived by the City from the operation of
the System means the Gross Revenues remaining after deducting only the Cost of Operation and
Maintenance. Gross Revenues consist of all fees, rentals or other charges or other income received by the
City in connection with the System, or accruing to the City or to any other board or agency of the City in
control of the management and operation of the System, all as calculated in accordance with Accounting
Principles. Gross Revenues include, without limitation, (a)unencumbered, non-ad valorem special
assessments relating to the System not pledged for the repayment of, or as security for, any indebtedness
of the City,whether currently outstanding or hereafter issued, other than the Bonds and which are legally
available to be used as contemplated in the Resolution, and (b)Investment Earnings on moneys in all
funds and accounts created in the Resolution or authorized, except the Project Fund and the Rebate Fund,
to the extent that Investment Earnings are required to be deposited into the Revenue Fund. Moneys
deposited into the Rate Stabilization Fund shall be excluded from Gross Revenues for the purposes of
calculating Gross Revenues pursuant to the Resolution for the Fiscal Year in which such transfer into the
Rate Stabilization Fund occurs. Moneys on deposit in the Rate Stabilization Fund may be withdrawn at
any time and redeposited into the Revenue Fund, and such moneys shall be included in Gross Revenues
for the purpose of calculating Gross Revenues for the Fiscal Year in which such redeposit into the
Revenue Fund occurs. Gross Revenues do not include (i) Sewer System Capital Facilities Charges, Water
System Capital Facilities Charges or Investment Earnings thereon, (ii) any direct subsidy payments
received from the United States Treasury relating to Build America Bonds or any other similar interest
subsidy or payments made by the Federal government, (iii) non-ad valorem special assessments which
are pledged for the repayment of, or as security for, any indebtedness of the City, whether currently
outstanding or hereafter issued, other than the Bonds, and (iv) any "utility project charge" or the like as
set forth in the Resolution. For purposes of calculating compliance with the rate covenant or the
Additional Parity Obligations test, "Gross Revenues" shall not include such income or earnings which are
deposited into the Rate Stabilization Fund.
Capital Facilities Charges. "Sewer System Capital Facilities Charges" means the capacity or
impact fees, if any, imposed by the City upon and collected from new users of the Sewer System which
10
represent an equitable share of the capital costs of the Sewer System which are attributable to the
increased demand such additional connections create upon the Sewer System. The term "Sewer System
Capital Facilities Charges" in each year shall not include any amounts in excess of the Bond Service
Requirement for such Bond Year multiplied by the Expansion Percentage.
"Water System Capital Facilities Charges" means the capacity or impact fees, if any, imposed by
the City upon and collected from new users of the Water System which represent an equitable share of
the capital costs of the Water System which are attributable to the increased demand such additional
connections create upon the Water System. The term "Water System Capital Facilities Charges" in each
year shall not include any amounts in excess of the Bond Service Requirement for such Bond Year
multiplied by the Expansion Percentage.
The use of Sewer System Capital Facilities Charges and/or Water System Capital Facilities
Charges (collectively, the "Capital Facilities Charges") is currently limited under Florida law to payment
for Expansion Facilities or payment of debt issued to acquire or construct expansion facilities. The Water
System Capital Facilities Charges and Sewer System Capital Facilities Charges must be segregated from
each other and used only for purposes of the respective facilities or debt related thereto. Investment
Earnings with respect to Capital Facilities Charges are subject to the same restrictions on use as the
Capital Facilities Charges.
Investment Earnings. Investment Earnings consist of interest received on, or the realized gain or
loss from the purchase and sale of, the Permitted Investments held in the funds and accounts established
under the Resolution, except to the extent such amounts are required to be rebated to the United States of
America.
Application of Moneys under the Resolution
Creation of Funds and Accounts. The Resolution creates a number of funds and accounts into
which moneys will be deposited for various purposes, including (1) the Revenue Fund, (2) Bond Service
Fund, (3) Reserve Fund, (4) Subordinated Debt Service Fund, (5) Renewal, Replacement and
Improvement Fund, (6) Project Fund, (7)Sewer System Capital Facilities Charges Fund, (8) Water System
Capital Facilities Charges Fund, (9) Rate Stabilization Fund, and (10) Surplus Fund provided that
separate accounts and subaccounts in any of the foregoing may be established and maintained for the
Series 2016 Bonds.
General. Under the terms of the Resolution, all Gross Revenues of the System and any direct
subsidy payments received from the United States Treasury relating to Build America Bonds or any other
similar interest subsidy or payments made by the Federal government shall, upon receipt thereof, be
deposited in the Revenue Fund. All Sewer System Capital Facilities Charges, if any, shall be deposited
into the Sewer System Capital Facilities Charges Fund and all Waster System Capital Facilities Charges,if
any,shall be deposited into the Water System Capital Facilities Charges Fund.
Disposition of Revenues. All amounts on deposit in the Revenue Fund shall be disposed of
monthly, but not later than the twenty-fifth (25th) day of each month commencing in the month
immediately following the delivery of the first Series of Bonds only in the following manner and the
following order of priority:
(1) The City shall first fund the Cost of Operation and Maintenance for the next month.
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(2) The City shall next deposit into the Bond Service Fund and credit to the following
accounts, in the following order (except that payments into the Interest Account and the Parity Contract
Obligations Account shall be on parity with each other, and the payments into the Principal Account and
the Redemption Account shall be on a parity with each other),the following identified sums:
(a) Interest Account: Taking into account actual and anticipated earnings in the
Interest Account of the Bond Service Fund within the current Bond Year, such sum as will be
sufficient to pay one-sixth (1/6th) (or such greater fractional amount if less than six months will
transpire before the next interest payment date) of all interest coming due on all Outstanding
Bonds on the next interest payment date;provided,however,that monthly deposits of interest,or
portions thereof, shall not be required to be made to the extent that money on deposit within
such Interest Account is sufficient for such purpose. In the event the City has issued Variable
Rate Bonds pursuant to the provisions of the Resolution, amounts transferred from the Revenue
Fund shall be deposited at such other or additional times and amounts as necessary to pay any
interest coming due on such Variable Rate Bonds on the next interest payment date, all in the
manner provided in a Supplemental Resolution of the City. Any monthly payment from such
amounts to be deposited as set forth above, for the purpose of meeting interest payments for any
Series of Bonds, shall be adjusted, as appropriate, to reflect the frequency of interest payment
dates applicable to such Series. Moneys in the Interest Account may be used only for the
purposes set forth in this paragraph (a). Deposits required pursuant to the foregoing shall be
increased or decreased each month to the extent required to timely pay interest next becoming
due and payable after making allowance for any accrued and capitalized interest, and to make up
any deficiency or loss that may otherwise arise in such fund or account. Any direct subsidy
payments received from the United States Treasury relating to Build America Bonds or any other
similar interest subsidy or payments made by the Federal government shall be used to pay
interest on Bonds issued as Build America Bonds.
(b) Parity Contract Obligations Account: Taking into account the actual and
anticipated earnings in the Parity Contract Obligations Account in the Bond Service Fund within the
current Bond Year, a pro rata estimated amount necessary to build up over time the amount of any
Parity Contract Obligation which will next be due and payable or reasonably expected to be due and
payable under any Qualified Agreement on the next payment date thereunder; provided, however,
that the monthly amount to be so deposited may be adjusted,as appropriate,to reflect the frequency
of payment dates thereunder (e.g., if such Parity Contract Obligations are required to be paid semi-
annually,the City shall be required to deposit monthly an amount which is estimated to equal one-
sixth (1/6th) of the next such payment). Moneys in the Parity Contract Obligations Account may be
used only for the purposes set forth in this paragraph (b). Deposits required pursuant to the
foregoing shall be increased or decreased each month to the extent required to timely pay Parity
Contract Obligations next becoming due and payable and to make up any deficiency or loss that
may otherwise arise in such fund or account.
(c) Principal Account: Taking into account actual and anticipated earnings in the
Principal Account of the Bond Service Fund within the current Bond Year, such sum as will be
sufficient to pay one-twelfth(1/12th) (or such greater fractional amount if less than twelve months
will transpire before the next principal is due) of the principal amount of the Outstanding Bonds
which will mature and become due on such annual maturity dates beginning the month which is
twelve (12) months prior to the first principal maturity date (or such month which is the month
after the issuance of Bonds which may be less than twelve months prior); provided, however,
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that monthly deposits for principal, or portions thereof, shall not be required to be made to the
extent that money on deposit within such Principal Account is sufficient for such purpose. Any
monthly payment from amounts transferred from the Revenue Fund to be deposited as set forth
above, for the purpose of meeting principal payments for any Series of Bonds, shall be adjusted,
as appropriate, to reflect the frequency of principal payment dates applicable to such Series.
Moneys in the Principal Account may be used only for the purposes set forth in this paragraph
(c). Deposits required pursuant to the foregoing shall be increased or decreased each month to
the extent required to timely pay principal next becoming due and payable and to make up any
deficiency or loss that may otherwise arise in such fund or account.
(d) Redemption Account: Taking into account actual and anticipated earnings in the
Redemption Account of the Bond Service Fund within the current Bond Year,such sum as will be
sufficient to pay one-twelfth (1/12th) of any Amortization Installment established for the
mandatory redemption of Outstanding Bonds on such annual maturity date beginning the month
which is twelve (12) months prior to the first Amortization Installment date; provided, however,
that monthly deposits into the Redemption Account, or portions thereof, shall not be required to
be made to the extent that money on deposit in the Redemption Account is sufficient for such
purpose. Any monthly payment from amounts transferred from the Revenue Fund to be
deposited as set forth above, for the purpose of meeting Amortization Installments for any Series
of Bonds, shall be adjusted, as appropriate, to reflect the frequency of dates or the number of
months prior to such dates established for Amortization Installments applicable to such Series.
The moneys in the Redemption Account shall be used solely for the purchase or redemption of
the Term Bonds payable therefrom. The City may at any time purchase any of said Term Bonds
at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are
not then redeemable prior to maturity, the City may purchase said Term Bonds at prices not
greater than the redemption price of such Term Bonds on the next ensuing redemption date. If
Term Bonds are so purchased by the City, the City shall credit the account of such purchased
Term Bonds against any current Amortization Installment to be paid by the City. If the City shall
purchase or call for redemption in any year Term Bonds in excess of the Amortization Installment
requirement for such year, such excess of Term Bonds so purchased or redeemed shall be
credited in such manner and at such times as the City shall determine. Moneys in the
Redemption Account in the Debt Service Fund may be used only for the purposes set forth in this
paragraph (d). Deposits required pursuant to the foregoing shall be increased or decreased each
month to the extent required to timely pay Amortization Installments next becoming due and
payable and to make up any deficiency or loss that may otherwise arise in such fund or account.
(3) To the extent that the amounts on deposit in the Reserve Fund (or any account therein)
are less than the applicable Reserve Requirement, the City shall next make deposits into the Reserve Fund
(or any account therein) in the manner described below from moneys remaining in the Revenue Fund.
Any withdrawals from the Reserve Fund (or any account therein) shall be subsequently restored from the
first moneys available in the Revenue Fund, after all required current payments for Cost of Operation and
Maintenance as set forth above and all current applications and allocations to the Bond Service Fund,
including all deficiencies for prior payments have been made in full. Notwithstanding the foregoing, in
case of withdrawal from the Reserve Fund (or any account therein), in no event shall the City be required
to deposit into the Reserve Fund (or any account therein) an amount greater than that amount necessary
to ensure that the difference between the applicable Reserve Requirement and the amounts on deposit in
the Reserve Fund (or any account therein) on the date of calculation shall be restored not later than sixty
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(60) months after the date of such deficiency (assuming equal monthly payments into the Reserve Fund
(or any account therein) for such sixty(60)month period).
(4) From the moneys remaining in the Revenue Fund, the City shall next deposit into the
Subordinated Debt Service Fund an amount required to be paid as provided in the resolution or
agreement of the City authorizing such Subordinated Debt,but for no other purposes.
(5) The City shall next apply and deposit monthly from the moneys remaining on deposit in
the Revenue Fund into the Renewal, Replacement and Improvement Fund, an amount at least equal to
one-twelfth (1/12th) of five percent (5%) of the Gross Revenues received during the immediately
preceding Fiscal Year, subject to the minimum account balance set forth below. The moneys in the
Renewal, Replacement and Improvement Fund shall be used only for the purpose of paying the cost of
extraordinary repairs, extensions, enlargements or additions to, or the replacement of capital assets of the
System or emergency repairs thereto. No further deposits shall be required to be made into the Renewal,
Replacement and Improvement Fund when there shall be on deposit therein an amount equal to or
greater than $500,000, or such other amount as may be determined from time to time by the Consulting
Engineers upon the request of the City. Funds on hand in the Renewal, Replacement and Improvement
Fund may be used to pay current Cost of Operation and Maintenance to the extent moneys on deposit in
the Revenue Fund are insufficient for such purposes. The moneys on deposit in such fund may also be
used to supplement the Reserve Fund (or any account therein), if necessary, in order to prevent a default
in the payment of the principal and interest on the Bonds.
(6) Moneys may next, in the discretion of the City Commission, be deposited into the Rate
Stabilization Fund in such sums as shall be determined by the City Commission.
(7) The balance of any moneys remaining in the Revenue Fund after the above required
payments have been made shall be deposited into the Surplus Fund and may be used for any lawful
purpose; provided, however, that none of such moneys shall be used for any purposes other than those
hereinabove specified unless all current payments, including any deficiencies for prior payments, have
been made in full and unless the City shall have complied fully with all the covenants and provisions of
the Resolution.
No Reserve Funding
The City has established and created the 2016 Reserve Account in the Reserve Fund to secure the
Series 2016 Bonds; provided, however, that the Reserve Requirement which is applicable to the 2016
Reserve Account is zero dollars ($0.00). The Series 2016 Bonds shall not be secured by any other account
or subaccount in the Reserve Fund.
Investments
Moneys in any fund or account created under the Resolution may be invested and reinvested in
Permitted Investments which mature not later than the dates on which the moneys on deposit therein
will be needed for the purpose of such fund. All income on such investments, except as otherwise
provided, shall be deposited in the respective funds and accounts from which such investments were
made and be used for the purposes thereof unless and until the maximum required amount (or, with
respect to the Project Fund, the amount required to acquire, construct and erect the Project) is on deposit
therein,and thereafter shall be deposited in the Revenue Fund.
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Sewer System Capital Facilities Charges
All Sewer System Capital Facilities Charges, if any, shall be deposited into the Sewer System
Capital Facilities Charges Fund. All moneys remaining on deposit in such fund shall be utilized on or
before the 26th day of each month and shall be applied by the City as follows:
(1) Such moneys shall, in the case of a deficiency in the Bond Service Fund, first be applied
and allocated, together with Water System Capital Facilities Charges pursuant to the Resolution on a pro
rata basis, to the Bond Service Fund to supplement other Pledged Revenues to be deposited therein or in
substitution of other Pledged Revenues to be deposited therein to the extent the Sewer System Capital
Facilities Charges are pledged to the Bonds.
(2) Thereafter, all moneys in the Sewer System Capital Facilities Charges Fund may be
applied by the City for any use allowed by law.
Notwithstanding any provision of the Resolution to the contrary, the amount of Sewer System
Capital Facilities Charges used for the payment of principal of, redemption premium, if any, and interest
on the Bonds in any Bond Year shall never exceed the maximum amount permitted by law.
Water System Capital Facilities Charges
All Water System Capital Facilities Charges, if any, shall be deposited into the Water System
Capital Facilities Charges Fund. All moneys remaining on deposit in such fund shall be utilized on or
before the 26th day of each month and shall be applied by the City as follows:
(1) Such moneys shall, in the case of a deficiency in the Bond Service Fund, first be applied
and allocated, together with Sewer System Capital Facilities Charges pursuant to the Resolution on a pro
rata basis, to the Bond Service Fund to supplement other Pledged Revenues to be deposited therein or in
substitution of other Pledged Revenues to be deposited therein to the extent the Water System Capital
Facilities Charges are pledged to the Bonds.
(2) Thereafter, all moneys in the Water System Capital Facilities Charges Fund may be
applied by the City for any use allowed by law.
Notwithstanding any provision of the Resolution to the contrary, the amount of Water System
Capital Facilities Charges used for the payment of principal of, redemption premium, if any, and interest
on the Bonds in any Bond Year shall never exceed the maximum amount permitted by law.
Rate Stabilization Fund
Moneys on deposit in the Rate Stabilization Fund may be used only for redeposit into
the Revenue Fund. Moneys redeposited into the Revenue Fund shall be included in Gross
Revenues for the purposes of calculating Gross Revenues under the Resolution for the Fiscal
Year in which the redeposit occurs.
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Operation and Maintenance
The City will maintain the System and all parts thereof in good condition and will operate the
same in an efficient and economical manner, making such expenditures for equipment and for renewals,
repairs and replacements as may be proper for the economical operation and maintenance thereof.
Books and Accounts;Audit
The City shall keep proper books, records and accounts, separate and apart from all other records
and accounts, showing correct and complete entries of all transactions of the System, and the Holders of
any of the Bonds or any duly authorized agent or agents of such Holders shall have the right at any and
all reasonable times to inspect such books, records and accounts. The City shall, within two hundred
forty (240) days following the close of each Fiscal Year of the City, cause an audit of such books, records
and accounts to be made by an independent firm of certified public accountants.
Copies of each such audit report shall be placed on file with the City and be made available at
reasonable times for inspection by Holders of the Bonds.
No Free Service; Services Rendered to the City;No Preferential Rates
The City will neither render nor cause to be rendered any free services of any nature by the
System, or any part thereof, nor will any preferential rates be established for users of the same class; in
the event the City, or any department, agency, or instrumentality, or any officer or employee thereof,
shall avail itself of the facilities or services provided by the System, or any part thereof, the same rates,
fees, or charges applicable to other customers receiving like services under similar circumstances shall be
charged to the City and to any such department, agency, instrumentality, officer, or employee. Such
charges shall be paid as they accrue, and the City shall transfer from its general funds sufficient sums to
pay such charges. The moneys so received shall be deemed to be Gross Revenues derived from the
operation of the System, and shall be deposited and accounted for in the same manner as other Gross
Revenues derived from the operation of the System.
The foregoing paragraph shall not require the City to have the same rates for (a) different classes
of users or (b)for users of the services and facilities of the System residing or located within different
geographical areas, and the City may have different rates for (i)different classes of users or (ii)for users
of the services and facilities of the System located within and without the boundaries of the City, as long
as such rates comply with the foregoing paragraph, insofar as they relate to the users within(A)any class
or (B)any particular area or areas located within and without the City. The foregoing provisions
notwithstanding, the City shall set rates for customers of the System residing within the corporate limits
of the City in accordance with any applicable provisions of law.
Mandatory Cut Off
To the full extent permitted by law, the City shall abide by its established written policy
consistent with Prudent Utility Practice for the disconnection from the System of any customer who fails
to pay for services rendered by the System, and shall enforce such policy diligently and fairly.
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Enforcement of Collections
The City will diligently enforce and collect the rates, fees and other charges for the services and
facilities of the System and will take all steps, actions and proceedings for the enforcement and collection
of such rates, charges and fees as shall become delinquent to the full extent permitted or authorized by
law; and will maintain accurate records with respect thereof. All such fees, rates, charges and revenues
shall,as collected,be held in trust to be applied as provided in the Resolution.
Mandatory Collections;No Competing System
So long as service is in fact available as reasonably determined by the City, the City will, to the
full extent permitted by law, require all lands, buildings and structures within the Service Area being
served by the System (other than the residential and commercial reuse/reclaimed water system), to
connect with and use such facilities within one year after notification. To the extent permitted by law,the
City will not grant a franchise for the operation of any competing utility system or systems within the
Service Area until all Bonds issued under the Resolution, together with the interest thereon, and
premium, if any, have been paid in full. Notwithstanding the foregoing, the City is not required to
duplicate services being provided by private or public utilities in the area being served by such private or
public utilities on the date of issuance of the Series 2016 Bonds. In addition, the City shall not be
prohibited from allowing other private or public utilities to provide services within the Service Area, if it
would be uneconomical for the City to provide service in such portions of the Service Area. The City
collaborated with the City of Orlando, the County and the Orlando Utility System in providing certain
utility services. Nothing in the Resolution shall be deemed to constitute the approval of the City for any
private or public utility (other than the System) to provide any services within the boundaries of the
Service Area or the City or within any other area of the City.
COVENANTS REGARDING RATES AND ADDITIONAL DEBT
General
In order to maintain Net Revenues at the necessary level to make the deposits required under the
Resolution, the City has covenanted in the Resolution (1) to maintain rates for System services at levels
described below and in the Resolution and (2)to restrict its ability to issue additional debt secured by the
Pledged Revenues on a parity with the Bonds.
Rate Covenant
The City will fix, establish and maintain such rates and collect such fees, rentals, or other charges
for the services and facilities of the System, and will revise the same from time to time whenever
necessary, so as to provide Net Revenues in the upcoming Fiscal Year equal to the amounts set forth
below:
Net Revenues in such Fiscal Year equal to (a)one hundred fifteen percent (115%)of the Bond
Service Requirement on the Bonds in the corresponding Bond Year, and (b)one hundred percent
(100%)of the required deposits into (i)the Reserve Fund (less any portion thereof to be deposited from
proceeds of Bonds)together with any Reimbursements Obligations due and owing in such Bond Year,
and(ii)the Renewal,Replacement and Improvement Fund in such Bond Year(the "Rate Covenant").
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The City has further covenanted that, from time to time and as often as shall be necessary, it will
revise rates, fees and charges of the System or the Cost of Operation and Maintenance, and methods of
operations of the System as may be necessary so that Net Revenues in each Fiscal Year will, subject to
applicable requirements and restrictions imposed by law, not be less than the amount required for such
Fiscal Year (1) under the Rate Covenant described above and in the Resolution and (2) to make all
deposits and payments required by the provisions of the Resolution. The City further covenants and
agrees that it will annually, within thirty (30) days after adoption of the annual budget, revise its rates,
fees and charges to the extent necessary to cause the estimated Net Revenues during the Fiscal Year to
which such budget pertains to be not less than the amount of Net Revenues (1) required by the Rate
Covenant described above and in the Resolution and (2) needed to make the deposits and payments
required by the Resolution.
Nothing in the Resolution obligates the City to impose Sewer System Capital Facilities Charges or
Water System Capital Facilities Charges other than in accordance with law.
Issuance of Additional Parity Obligations
No Additional Parity Obligations shall be issued after the issuance of the Series 2016 Bonds
herein authorized,except upon the conditions and in the manner hereinafter provided:
(1) There shall have been obtained and filed with the Clerk a certificate of the Finance
Director stating:
(a) that the books and records of the City relative to the System and the Net
Revenues, and if applicable,the Sewer System Capital Facilities Charges and/or the Water System Capital
Facilities Charges,have been reviewed by the Finance Director;and
(b) that the amount of the Net Revenues derived for any consecutive twelve (12)
months out of the preceding thirty(30)months preceding the date of issuance of the proposed Additional
Parity Obligations(the"Test Period")adjusted as provided in paragraphs(2), (3), (4), (5)and/or(6)below,
is equal to not less than 115% of the Maximum Bond Service Requirement becoming due in any Bond
Year thereafter on (A) all Bonds issued under the Resolution, if any, then Outstanding, and (B) on the
Additional Parity Obligations with respect to which such certificate is made.
(2) Upon recommendation of the Qualified Independent Consultants, the Net Revenues
certified pursuant to (b) in the previous paragraph may be adjusted by including: (a) 100% of the
additional Net Revenues which in the opinion of the Qualified Independent Consultant would have been
derived by the City from rate increases adopted before the Additional Parity Obligations are issued, if
such rate increases had been in place throughout the Test Period, and (b) 100% of the additional Net
Revenues estimated by the Qualified Independent Consultant to be derived during the first full twelve
month period after the facilities of the System are extended, enlarged, improved or added to with the
proceeds of the Additional Parity Obligations with respect to which such certificate is made.
(3) Upon recommendation of the Qualified Independent Consultants, if the Additional
Parity Obligations are to be issued for the purpose of acquiring an existing water system and/or sewer
system and/or any other utility system in accordance with the Resolution, the Net Revenues certified
pursuant to the Resolution and as described in (1)(b) above may be adjusted by including: 100% of the
additional estimated Net Revenues which in the written opinion of the Qualified Independent
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Consultants will be derived from the acquired facilities during the first full 12-month period after the
issuance of such Additional Parity Obligations (the Qualified Independent Consultants' report shall be
based on the actual operating revenues of the acquired utility for a recent 12-month period adjusted to
reflect the City's ownership and the City's rate structure in effect with respect to the System at the time of
the issuance of the Additional Parity Obligations).
(4) Upon recommendation of the Qualified Independent Consultants, if the number of
connections as of the first day of the month in which the proposed Additional Parity Obligations are to be
issued exceeds the average number of such connections during such twelve (12) consecutive month
period, then the Net Revenues certified pursuant to the Resolution and as described in (1)(b) above may
be adjusted to include the Net Revenues which would have been received in such twelve(12) consecutive
months if those additional connections had also been connected to the System during all of such twelve
(12)consecutive months.
(5) Upon recommendation of the Qualified Independent Consultant, if the City shall have
entered into a contract, which contract shall be for a duration of not less than the final maturity of the
proposed Additional Parity Obligations, with any public body, whereby the City shall have agreed to
furnish services for the collection, treatment or disposal of sewage or agreed to furnish services in
connection with any water system or any other utility system, then the Net Revenues certified pursuant
to the Resolution and as described in (1)(b) above may be increased (to the extent such amounts were not
reflected in such Net Revenues)by the minimum amount which the public body shall guarantee to pay in
any one year for the furnishing of services by the City, after deducting from such payment the estimated
Cost of Operation and Maintenance attributable in such year to such services.
(6) Upon recommendations of the Qualified Independent Consultants, if there is an
estimated increase in Net Revenues to be received by the City as a result of additions, extensions or
improvements to the System during the period of three (3) years following the completion of such
additions, extensions or improvements financed with the proceeds of Bonds or Additional Parity
Obligations, then the Net Revenues derived from the System certified pursuant to the Resolution and as
described in (1)(b) above may be increased by fifty percent (50%) of the average annual additional Net
Revenues calculated for such three year period.
(7) The City need not comply with the provisions of paragraph (1) of this section if and to
the extent the Additional Parity Obligations to be issued are refunding bonds, if the City shall cause to be
delivered a certificate of the Finance Director of the City setting forth the Maximum Annual Bond Service
Requirement (i) for the Bonds then Outstanding and (ii) for all Series of Bonds to be immediately
Outstanding thereafter and stating that the Maximum Annual Bond Service Requirement pursuant to (ii)
above is not greater than that set forth pursuant to(i)above.
(8) The City need not comply with the provisions of paragraph(1) above if and to the extent
the Bonds to be issued are for the purpose of providing any necessary additional funds required for
completion of any improvements to the System ("Completion Bonds") if originally financed with the
proceeds of Bonds; provided that such Completion Bonds for which the City need not comply with the
provision of such paragraph (1) above may not exceed 10% of the total principal amount of Bonds
estimated to be required for such improvements to the System at the time of issuance of the initial Series
of Bonds to finance such improvements.
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(9) The Finance Director of the City shall have certified that the City is not in default in the
carrying out of any of the obligations assumed under the Resolution and no event of default shall have
occurred under the Resolution and shall be continuing, and all payments required by the Resolution to be
made into the funds and accounts established thereunder shall have been made to the full extent required.
(10) The Supplemental Resolution authorizing the issuance of the Additional Parity
Obligations shall recite that all of the covenants contained herein will be applicable to such Additional
Parity Obligations.
(11) Notwithstanding anything herein to the contrary, no Additional Parity Obligations shall
be issued if an Event of Default would continue beyond such issuance.
THE SYSTEM
Consulting Engineering and Bond Feasibility Report
Reference is made to "APPENDIX C — CONSULTING ENGINEERING AND BOND
FEASIBILITY REPORT" attached hereto (the "Report") for a detailed description of the System, which
Report should be read in its entirety. Set forth below is certain general information relating to the System
based on such Report prepared by Reiss Engineering, Inc. (the "Consulting Engineer") and Public
Resources Management Group, Inc. (the "Feasibility Consultant" and together with the Consulting
Engineer,the"Consultants").
Utility Services Provided by the City
The City owns and operates potable water, wastewater, and public-access reuse(reclaimed water)
systems within the City's utility service boundary in the County. The City has approximately 11,600
potable water service connections, nearly 7,000 wastewater connections, and has 4,600 reclaimed water
connections. Additionally, the City provides a portion of its service area with up to 3.0 million gallons
per day("mgd")of reclaimed water,which conserves the valuable potable water supply.
The City's two water treatment plants ("WTPs") provide a total permitted maximum day
operating capacity of 10.85 mgd with the Forest Oak WTP providing 5.227 mgd and the South WTP
providing 5.623 mgd. The City's Wastewater Treatment Facility("WWTF")has a permitted capacity of 3.0
mgd and a permitted effluent disposal capacity of 3.00 mgd. The WWTF also provides reclaimed water
to a permitted public access reuse service area supplemented by interconnections with Orange County
Utilities("OCU")and the City of Orlando.
Service Area
The current City water and wastewater service area is located in West Orange County. The water
and wastewater service area is bordered to the north, east, and south by OCU and to the west by the City
of Winter Garden("Water and Wastewater Service Area").
In 1988, the City entered into an agreement with the County establishing both water and
wastewater territories. Since that time there have been three water and four wastewater amendments to
the agreement causing minor alterations to the territories. In essence, the City water and sewer territories
are the same, generally matching the incorporated area of the City includes certain County enclaved
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parcels (island within the City) with two major exceptions and one minor exception. The northern
exception is generally described as all incorporated land north of Clarcona Ocoee Road with the
exception of the Pines Subdivision and Forest Lake Golf Course (3.83 square miles) and is referred to as
the Northern Service Area. The second exception is the southern incorporated lands bordering Maguire
Road lying south of Roberson/Moore Road (0.33 square miles). The minor exception is the Rose Hill
Phase II & III subdivision that annexed after the County began providing water and wastewater service
(0.13 square miles). The City Water and Wastewater Service Area is 12.24 square miles and is shown in
Figure 2-1 of the Report. All the data provided in the Report for the water and wastewater systems are
within the City Water and Wastewater Service Area described therein.
In 2012, the City entered into a third territorial agreement with the County establishing all of the
City incorporated limits as the City's reclaimed water service area (15.61 square miles), which is called
the Central Service Area. The Central Service Area is located along the Maguire Road corridor south of
State Road 50 and bounded by Clarcona-Ocoee Road and State Road 429 to the north including the Forest
Lake Golf Course. The Central Service Area customers are located mainly along the Clarke Road and
Maguire Road corridors. Subsequent to the 2012 territorial agreement, the City entered into an
agreement establishing the North Service Area as a City retail reclaimed water service provider and the
County as the exclusive provider (wholesale capacity) to the northern area. The Northern Service Area
(together with the Central Service Area, the "Reclaimed Water Service Area"), located north of Clarcona-
Ocoee Road and State Road 429, includes public-access residential in-ground reclaimed water
distribution systems. The City's Reclaimed Water Service Area is shown in Figure 2-2 of the Report. All
data provided in the Report is for the City's reclaimed water system within the Reclaimed Water Service
Area described therein.
Almost all of the service area is served with City potable water while there are a minimal number
of individual wells. The majority of the City is served with central wastewater collection, with significant
areas in the older central part of the City still served by onsite sewage septic tank systems. The City plans
to extend central sewer to these areas to help protect the Wekiva River Basin and minimize nutrient
inputs, however, much of the plan is cost prohibitive. The capital improvements included in the funding
from proceeds of the Series 2016 Bonds will help the City expand central sewer service within the service
area capturing an important piece of its downtown area.
See Section 2.1 of the Report for additional information concerning the Water and Wastewater
Service Area and the Reclaimed Water Service Area.
Existing Water System Facilities
Existing Water Treatment Plants. The City owns and operates two water treatment plants within
its service area: the South WTP and the Forest Oak WTP. The two WTPs are interconnected and provide
water throughout the City's service area. The South WTP has a permitted maximum operating capacity
of 5.623 mgd. The Forest Oaks WTP has a permitted maximum operating capacity of 5.227 mgd. The
City's total permitted maximum operating capacity is 10.85 mgd. The current maximum flow of 5.73 mgd
is well within the total permitted capacity of 10.85 mgd, indicating that the City's WTPs have sufficient
capacity to meet existing demands and significant capacity for expansion. The following table provides a
summary of the historical annual flows for the past seven years. See Section 2.2.1 and 2.2.2 for additional
information concerning the Forest Oaks WTP and the South WTP.
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---Annual Average Maximum Daily
Year Daily Flow(mgd) Flow(mgd) ; MDF/AADF
2009 3.15 6.59 2.09
2010 3.23 5.36 I 1.66
2011 3.51 6.76 1.93
2012 i 3.38 _ 6.41 1.90
2013 2.93 1 4.78 1.63
2014 i 3.15 4.69 1.49
2015 3.58 5.49 i 1.53
(--- ``�'v '— .... ___ 3.28 .._..._...._....._.......... 1 5.73 — — -- L75........_.__._.._!
Source: Table 2-1, Historical WTP Flows, Consulting Engineering and Bond Feasibility Report for the Water,
Wastewater,and Reclaimed Water Systems.
WTP Condition Assessment. The Consulting Engineer provided visual inspections in July 2016.
Observations by the Consulting Engineer are provided in Section 2.2.3 of the Report.
Potable Water Distribution and Transmission System. The existing water distribution system (see
Figure 2-3 of the Report) consists of 2-inch to 20-inch water mains that are either ductile iron, cast iron,
polyvinyl chloride ("PVC") or high density polyethylene ("HDPE") pipe material. The City has an
ongoing repair and replacement program to replace older transmission pipe materials that have caused
service issues and failures. A majority of the System's transmission mains are 12-inch or 16-inch
diameter. Future transmission mains are implemented in configurations that can both deliver the
required fire flow to future developments, and provide looping where applicable to improve water
quality.
Existing Wastewater Treatment Facility
Existing Wastewater Treatment Facility. The City operates one WWTF which operates under
Florida Department of Environmental Protection ("FDEP") Permit No. FLA010815 issued on May 13,
2013 and is valid through May 12, 2023. The FDEP permit provides the City a permitted treatment
capacity of 3.0 mgd annual average daily flow ("AADF"). The current wastewater AADF is
approximately 1.60 mgd, which is well below the permitted operating capacity, indicating that the
WWTF has sufficient capacity to meet existing wastewater demands.
The WWTF process consists of mechanical screening, grit removal and the Bio-Denitro®
treatment process. The Bio-Denitro® treatment process is an advanced biological nutrient removal
process, which uses dual oxidation ditches that is effective for the reduction of nitrogen and biological
oxygen demand ("BOD"). Secondary clarification, tertiary sand filtration,and chlorination follow the Bio-
Denitro® process. After chlorine disinfection, the effluent gravity flows into either the Master Effluent
Pump Station or the Effluent Transfer Pump station. The pump stations deliver the treated water to one
of the following locations for reuse and recharge:
• Neighborhood public access reclaimed-irrigation(1.89 mgd annual average demand)
• Winter Garden Rapid Infiltration Basins("RIBs")adjacent to the northwest City boundary
(0.25 mgd permitted capacity)
• On-site percolation ponds,for reclaimed reject(0.35 mgd permitted capacity)
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• Forest Lake Golf Course RIBs and/or public access reclaimed-irrigation, (1.0 mgd
permitted capacity)
Effluent unsuitable for the public access reuse system is diverted by gravity overflow to either the
Master Effluent Pump Station or the Effluent Transfer Pump Station. The Effluent Transfer Pump Station
discharges into the reject Ground Storage Tank("GST"). The Master Effluent Pump Station routes flow to
the reject GST or the on-site percolation ponds via electronic chlorine and turbidity sensors.
The larger non-biodegradable materials (grit, sand and other small materials) removed from the
wastewater by mechanical bar screens are disposed at a Class I landfill site. Activated sludge from the
Bio-Denitro® process is aerobically digested, dewatered, and hauled offsite for beneficial land
application.
The following table provides the historical flow data for the WWTF:
Annual Average Daily Maximum Daily Flow
Year Flow(mgd) (mgd) MDF/AADF
2009 1.63 2.46 1.51
2010 1.56 2.82 1.80
2011 1.61 2.07 1.28
2012 1.63 2.38 1.46
2013 1.61 2.01 1.25
2014 1.59 2.00 1.26
2015 1.57 1.73 1.10
Avg_ —_— 1.60 2.21 1.38
— — — -- Total Permitted Capacity 3.0 mgd — —Source: Table 2-2,Historical WWTF Influent Flows,Consulting Engineering and Bond Feasibility Report for the
Water,Wastewater,and Reclaimed Water Systems.
WWTF Condition Assessment. The Consulting Engineer provided visual inspections of the City's
WWTF in July 2016. Observations by the Consulting Engineer are provided in Section 2.4.1 of the Report.
Wastewater Collection and Transmission System. The City's wastewater collection system serves
approximately 5,402 connections and collects and transmits approximately 1.56 mgd of average daily
wastewater flow. The City's wastewater collection system utilizes a combination of gravity and force
main systems to collect and transport wastewater to the WWTF. The gravity system is comprised of PVC
pipe ranging from 6 to 21 inches in diameter. The force main system is constructed of PVC and ductile
iron pipe and varies in size from 4 to 24 inches in diameter.
Lift Station Condition Assessment. Wastewater lift stations are a key component of a functioning
transmission system. The City tracks and manages the status of its lift stations with an asset management
database. Lift stations are proactively maintained on a regular schedule including pump and site
maintenance and major rehabilitations. The Consulting Engineer visited three of the City's most critical
lift stations to help analyze the condition of the City's wastewater transmission system.
• All three lift stations were clearly marked indicating their respective identification numbers
and two emergency contact numbers.
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• The three lift station sites were well maintained with no overgrowth and were easily
accessible.
• Only two of the lift stations had generators, both seemed older but well cared for with
minimal rust and faded paint.
• Electrical components, including ATS for the lift stations with generators and the control
panels at all three locations visually appeared to be well maintained.
The City also maintains and uses a hydraulic model of the wastewater transmission system
including lift stations. The City has promptly addressed capacity issues including reviewing the lift
stations that will be impacted by the Western Force Main (a part of the City's Capital Improvement
Program). Based on a review of the hydraulic model by the Consulting Engineer the lift stations have no
significant theoretical capacity issues.
Reclaimed Water Facilities and Transmission System
Existing Reclaimed Water Facilities. The Reclaimed Water Service Area consists of the Central
Service Area and the Northern Service Area, as shown in Figure 2-5 of the Report and discussed above.
(See "— Service Area" above). The two service areas are not currently connected, but are planned for
interconnection in the future to increase reclaimed water utilization and redundancy throughout the City.
The City plans to utilize internal reclaimed water sources first and then supplement supplies from
outside sources.
The Central Service Area is supplied by reclaimed water from the WWTF and supplemented by
CONSERV II interconnect through a wholesale-retail agreement. The Central Service Area customers are
located mostly along Clarke Road and Maguire Road corridors.
The Northern Service Area includes public-access residential in-ground reclaimed water
distribution systems that are currently connected to and supplied from OCU's Northwest Water
Reclamation Facility ("WRF"). The City has entered into an interlocal agreement with OCU, as
summarized in Appendix 13.4 of the Report, for the supply of reclaimed water to the customers of the
North Service Area from OCU's Northwest WRF.
Golf Course Public Access Reclaimed. The City has an agreement with the Forest Lake Golf Course
("GC") to provide reclaimed water for irrigation. The GC is an 18-hole professional length golf course
adjacent to the City's WWTF site. The golf course is 182 acres in total area and has an irrigation capacity
limit of 0.45 mgd. The GC property is owned by the City and has onsite percolation ponds with a
permitted effluent disposal capacity of 0.25 mgd. The GC has been utilizing reclaimed water for
irrigation for over 15 years. It should be noted that the GC reclaimed application and RIB application
capacities are not additive; and combined capacity cannot exceed the permitted 1.0 mgd wet weather
capacity.
Future Flow Projections and Capacity
Systems Overview. Water and wastewater future flow projections have been developed and
updated to determine whether the City's infrastructure is adequately sized to meet future demands.
These projections are consistent with documents such as the Wastewater Facility Plan (2010) and the
Reclaimed Feasibility and Capacity Plan Update (2014). Potable water, wastewater, and reclaimed water
reuse demand/flow projections were developed using a methodology that employs such factors as
24
historical growth rates and flow data (provided by the City), land use designations, reserved water and
sewer capacity, vested development projects, dwelling unit densities, traffic projections, socio-economic
data and local population projections.
Future Water Projections - Water flow projections were developed based on historical growth
trends. AADF values from historical flow data were utilized to develop a linear historical growth trend,
which was then applied to the current AADF of approximately 3.58 mgd, and was projected to determine
future flows. While the City has plans to continue to offset potable water use with additional reclaimed
water retrofits in the future, a limited number (70 residential lots) are planned for retrofit completion in
the next five years;therefore significant potable offset is not expected within the next five years. In order
to determine the future MDF, the existing MDF/AADF peaking factor of 1.528 was used. As shown in the
following table, the permitted total WTP of 10.85 mgd will be sufficient to meet a future demand of 7.14
mgd MDF in 2030.
Annual Average Daily ! Maximum Daily Flow
Year Timeline Flow(mgd) (mgd)
2015 I Existing 3.58 j 5.49
2020 I Future 3.84 5.88
2025 ( Future 4.26 6.51
2030 Future } 4.67 J 7.14
Total Permitted Capacity:10.85 Maximum Daily Flow
Source: Table 3-1, Potable Water Flow Projections, Consulting Engineering and Bond Feasibility Report for the
Water,Wastewater,and Reclaimed Water Systems.
Future Wastewater Projections. The wastewater influent flows have remained steady for the past
three years. The City has offset population growth with reductions in inflow and infiltration. However,
wastewater influent flows are projected to increase in future years because of additional planned
developments and planned septic tank conversions to City sewer service. The flow projections are
consistent with the City's 2014 Reclaimed Facility and Capacity Plan Update. Although these projections
show a significant increase in wastewater flows of nearly 1 mgd from 2015 to 2020, these values were
utilized in consideration of the major transmission main and sewer conversion projects that are planned
for the upcoming years
The projections estimate that wastewater flows will be approaching 2.75 mgd in 2030, which is
still under the WWTF's permitted capacity. Therefore, the City's WWTF is able to meet projected
wastewater influent demands until 2030. However, in order to provide sewer service to customers in the
downtown area, as well as for future planned developments, transmission system improvements are
needed. The Western Force Main and Lift Station are planned as part of the City's Capital Improvement
Program("CIP"),which will be necessary to route additional flows to the WWTF without overloading the
current transmission mains. This project, which will be funded by the Series 2016 Bonds, is described
further in Section 8.1 of the Report. See"THE 2016 PROJECT" herein.
The wastewater flow projections, as compared to historical wastewater flows and the WWTF
permitted capacity,are shown below:
25
Annual Average Daily Maximum Daily Flow
Year Timeline Flow(mgd) (mgd)
2015 Existing i 1.57 1.74
2020 Future 2.46 2.72
2025 Future 2.60 2.88 1
•
2030 Future---- � 2.75 3.04 ----__._.._........_.
Total Permitted Capacity=3.0 mgd(AADF);Buildout Capacity=4.0 mgd
Source: Table 3-2, WWTF Influent Projections, Consulting Engineering and Bond Feasibility Report for the
Water,Wastewater,and Reclaimed Water Systems.
Future Reuse Projections - The City currently has three sources of reclaimed water supply: the
WWTF, CONSERV II, and OCU's Northwest WRF via two wholesale agreements. Supply from
CONSERV II is limited to a daily limit of 1.8 mgd by the wholesale agreement. Supply from OCU
Northwest WRF is currently limited to 1.0 mgd of reclaimed water supply for transfer within the City's
Reclaimed Water Service Area. Both agreements have provisions to increase the wholesale supplies
based on mutual acceptance.
The reclaimed water demand projections presented in the Report are consistent with the City's
2014 Reclaimed Facility and Capacity Plan Update. The future reclaimed projection is shown in Table 3-3.
As shown in the table, the City will have a projected reclaimed demand of 4.09 mgd in 2025. The
available supply of 5.40 mgd was based on the assumptions that the OCU Northwest WRF can provide
1.5 mgd, and that the City's WWTF and the CONSERV II program interconnects will provide the
remaining supply. Therefore, the City is projected to have adequate supplies available to meet 2025
reclaimed water demands.
Annual Average Daily !
Year Timeline Flow(mgd)(1)
2015 Existing 2.70
2020 Future 3.04
2025 Future ( 4.09
Total Available Future 2025 Reclaimed Water Supply=5.40 mgd AADF
(1) Future reclaimed flows determined from the 2014 Future Reclaimed Facility and Capacity Plan Update.
Source: Table 3-3, Future Reclaimed Flow Projections, Consulting Engineering and Bond Feasibility Report for
the Water,Wastewater,and Reclaimed Water Systems.
Interlocal and Large User Agreements
Orange County Potable Water. In 1988, the City entered into an agreement with OCU to facilitate
the provision of water service via interconnection in order to supplement the City's water supply. The
original terms of the agreement were established for a period of 30 years and are automatically extended
in one year increments to follow. The original 30-year period ends in 2018, after which the agreement
will be automatically extended. Additional amendments have been created to expand the City's service
area. Orange County Potable Water Service agreements can be found in Appendix 13.4 of the Report.
Orange County Sewer Service. In 1987, the City entered into an agreement with OCU that allows
OCU to furnish sewer service connections in unincorporated areas within the County and established
26
sewer service interconnections between the City and OCU. The original terms of the agreement were
established for a period of thirty years and are automatically extended in one year increments to follow.
The original 30-year period ends in 2017, after which the agreement will be automatically extended.
Additional amendments have been created to expand the City's service area. Orange County Sewer
Service agreements can be found in Appendix 13.4 of the Report.
Orange County Reclaimed Water. In 2012, the City entered into an agreement with OCU that
allows OCU to supplement the City's reclaimed water supply in order to meet demand. The original
terms of the agreement were established for a period of 25 years and are automatically extended in ten
year increments to follow. Additional amendments have been created to expand the City's service area.
Orange County Reclaimed Water agreements can be found in Appendix 13.4 of the Report.
St. Johns River Water Management District Cost Share. The St. Johns River Water Management
District ("SJRWMD") has established the Cooperative Cost Share Initiative Program to assist the City in
its financial responsibilities for projects that may aide in the conservation of limited water supply. In
Fiscal Year ending September 30, 2017, the cost share initiative was extended, and the City requested
funding for their Final Meter Replacement & AMI Implementation. The request was not to exceed the
amount of $1,115,282.70 towards the estimated construction cost of $2,230,565.40. In January 2016, the
agreement was finalized by the City. The cost agreement expires on September 30, 2016 as agreed to in
the terms of the contract. A copy of the Cost Share agreement can be seen in Appendix 13.4 of the Report.
Ocoee Pines Water and Wastewater. Two agreements have been made at Landing at Ocoee Pines.
The first agreement was established between JTD Land at Ocoee Pines, LLC (the "Owner") and the City
in May 2015. The agreement grants a credit to the Owner against accrued City Revenue and Maintenance
Fees owed on capacity based on current water and sewer rates. The second agreement is between the
City and the County. This agreement was established in October 2015 and establishes rates, payments,
and capital charges for the City by the County relating to the Ocoee Pines Developments. The original
terms of the agreement were established for a period of fifty (50)years and are automatically extended in
successive ten year increments to follow. Both agreements related to Ocoee Pines are found in Appendix
13.4 of the Report.
Forest Lake Golf Club. In December 1991, the City entered into a ground lease agreement with
Forest Lake Golf Club, LLP for storage of reclaimed water. Additional amendments have been created to
alter the boundary of the land at the golf course. Forest Lake Golf Club Ground Lease Agreement can be
found in Appendix 13.4 of the Report.
Regulatory Issues
Applicable Regulations. The City is subject to regulation at the federal, State, and regional levels.
Regulation at the federal level is implemented by the United States Environmental Protection Agency
("USEPA") under the Safe Drinking Water Act. The FDEP is the State regulatory and permitting agency
for potable water, wastewater, and reclaimed water usage. The SJRWMD is the regional regulatory and
permitting agency on water supply issues.
Permits—
FDEP. The City is required to submit Monthly Operating Reports to FDEP on the water
treatment process for disinfectants and residuals entering the distribution system. Additionally,
27
sampling is performed throughout the distribution system on a monthly, quarterly, and annual
basis and drinking water quality reports are sent to FDEP to ensure compliance with drinking
water standards.
FDEP also sets limitations for influent wastewater at the WWTF as well as for effluent
reclaimed water. The City also submits monthly Discharge Monitoring Reports ("DMRs"), which
monitors disinfection levels, Total Suspended Solids, pH, nitrogen and phosphorus in the
effluent flow. The City reports effluent flows, discharged flows,and reclaimed water flows in the
DMRs in order to be in compliance with its permit. Wastewater spills are also reported to FDEP
to be in compliance with the permit.
Additionally, construction of collection, transmission, and distribution system extensions
and other facilities require FDEP permits, which are routinely obtained during design prior to
commencement of construction.
STRWMD. SJRWMD is the permitting agency charged with protecting the area's water
resources and issues permits for withdrawal and use of both ground water and surface water.
The City has been issued SJRWMD Water Use Individual Permit("WUP")No.3216-9. The permit
was effective as of November 14, 2010 and is current until November 15, 2026. Under the terms
of this permit, the City is allowed to withdraw 7.66 mgd of groundwater for household,
commercial and industrial, urban landscape, unaccounted for water and essential type uses until
2026.
Compliance Issues. To the best of the Consultants' knowledge, and according to their review of
City records and discussions with City staff, there are no outstanding compliance issues related to the
City's System.
System Administration
Utilities Director. The Utilities Director is a Professional Engineer responsible for directing and
supervising the Utilities Department, including overseeing water and wastewater treatment, reclaimed
water production, infrastructure, and personnel. The Utilities Director is also responsible for various
plan review and production, and utility mapping and AutoCAD projects.
Charles Smith, P.E., currently serves as the Utilities Director. Mr.Smith has been working for the
City for 11 Years. He is a Florida Licensed Professional Engineer#39632, and has a Bachelor of Science in
Civil Engineering from University of Central Florida. Mr. Smith has worked in the engineering field
since 1978. He has served as Utilities Director for more than 24 years. His experience extends beyond
public utilities;Mr.Smith also has extensive experience in the field of Civil Engineering.
Facilities Manager. The Facilities Manager is responsible for overseeing the daily operation and
maintenance of the City's potable water treatment facilities,wastewater treatment facilities and reclaimed
production facilities. The Facilities Manager is also responsible for the City's wastewater collection lift
stations, development and oversight of facilities annual and ten year budgets, and development and
administration of treatment facilities capital projects.
Tom King currently serves as the Facilities Manager. Mr.King has been employed by the City for
five years. He holds a Class "A" Drinking Water Treatment Plant Operators Certificate, Class "B"
Wastewater Treatment Plant Operators Certificate, Class "A" (Level 1) FDEP Distribution and Collection
28
Technicians certification, and a Masters Certificate in Project Management from the University of Central
Florida. Mr. King was the recipient of the 2014 FDEP Central District Plant Operational Excellence
Award and has previous experience working for the City.
Operations Manager - The Operations Manager oversees field personnel and projects, and assists
with plans engineering and reviewing development plans.
Ken Lengyel currently serves as the Operations Manager. Mr. Lengyel has been employed by the
City for 11 years. He has worked in the utilities industry since 1974, and has held managerial positions
since 1989. He worked for Connecticut Water for 9 years and the City of Oviedo for 22 years prior to
working for the City. He has experience with water distribution, wastewater collection, reclaimed water
systems, and treatment plant operation. He previously maintained a "C" Level Water Treatment
Operator License.
Engineering/Utilities Inspector. The Engineering/Utilities Inspector is responsible for construction
inspection of facilities dedicated to the City. This includes City projects and aspects of development
projects. The work includes underground utilities, stormwater pipe and facilities, and roadways. Capital
projects completed by other departments have also been included as needed. Documentation for
completion of these projects through final acceptance and issuance of certificate of completion has also
been part of his or her role.
Roger Densberger currently serves as the Engineering/Utilities Inspector. Mr. Densberger has
been employed by the City for eight years. He is a State Licensed General Contractor and is certified by
Construction Specifications Institute as a Construction Document Technologist, and has certifications
through the Federal Emergency Management Agency Incident Command and National Incident
Management, and United States Army Corps of Engineers Construction Quality Management.
Rates and Fees
The City's rates and fees were analyzed in 2016 in conjunction with the Report by the Feasibility
Consultant in order to verify that the City has sufficient revenue to implement the planned capital
improvement projects. The City is a municipal corporation of the State. The System is under the
authority of the City Commission and is operated and maintained by its City Manager, [Public Works
Director] and staff. The System's service charges are levied under the authority of the City Commission.
The City Commission has specific legal authority for acquisition, construction, and operation of City-
owned water, sewer, and reclaimed facilities. The authority is derived from home rule powers granted
by Article VIII of the Florida Constitution, City Charter and Chapters 163 and 166, Florida Statutes, and
other provisions of law. [Chapter 22] of the City's Code of Ordinances provides for modification of City
Ordinances related to the System.
Pursuant to the Resolution, the City covenants with the Bondholders to fix, establish and
maintain such rates and collect such fees, rentals or other charges for the services and facilities of the
System, and will revise the same from time to time, whenever necessary, so as to provide Net Revenues
in the upcoming Fiscal Year equal to one hundred fifteen percent(115%)of the Bond Service Requirement
for such Bond Year, plus one hundred percent(100%) of the required deposits in such Bond Year into the
Reserve Fund and the Renewal, Replacement and Improvement Fund. (See "COVENANTS
REGARDING RATES AND ADDITIONAL DEBT—Rate Covenant".
29
Moneys on deposit in the Rate Stabilization Fund may be withdrawn at any time and redeposited
into the Revenue Fund, and such moneys shall be included in Gross Revenues for the purpose of
calculating Gross Revenues for the Fiscal Year in which such redeposit into the Revenue Fund occurs.
See "SECURITY FOR SERIES 2016 BONDS-Sources of Payment- Gross Revenues and Net Revenues" and
"SECURITY FOR SERIES 2016 BONDS-Rate Stabilization".
Beyond Fiscal Year ending September 30,2016, it is assumed the rates will be increased pursuant
to the rate indexing provision from Chapter 173, Article I, Subsection 173-4(F) of the City's Code of
Ordinances(the "Indexing Provision"). The following table provides the estimated System Average Rate
Percentage Adjustment.(1)
Fiscal ( Water Wastewater Reclaimed
Year j System System System
2016 3.00% 3.00% 3.00%
2017 3.00% 3.00% 3.00%
2018 3.00% 3.00% 3.00%
2019 3.00% 3.00% 3.00%
2020 3.00% 3.00% 3.00%
2021 3.00% 3.00% 3.00%
(1) Rate adjustment to become effective with services rendered on October 1 of each Fiscal Year.
Source: Table 7-1, Estimated System Average Rate Percentage Adjustment, Consulting Engineering and Bond
Feasibility Report for the Water,Wastewater,and Reclaimed Water Systems.
Water System Rates. The following table displays the base and volumetric rates for residential and
non-residential potable water.
Base Facility Charge
Meter Type Charge----
5/8 inch meter $7.64
1 inch meter $19.10
---1-1/2 inch meter _ $38.20
2 inch meter � $61.12 ----------------------____-�
- ----- _ -meter - _..._..._... 1---- ... —
3 inch meter 122.24
4 inch meter $191.00
6 inch meter $382.00
8 inch meter $611.00
10 inch meter $878.60
12 inch meter $1,642.60
Residential Volumetric Charge
Quantity of Water(Gallons) I Cost($per 1,000 Gallons)
0-6,000 $1.20
6,000-12,000 $1.51
12,000-18,000 $1.89
18,000-24,000 $4.73
24,000-30,000 I $7.08
30
>30,000 $8.63
Non Residential Volumetric Charge
Quantity of Water(Gallons) Cost($per 1,000 Gallons)
0—6,000
$1.20
6,000—12,000
$1.51
12,000—18,000 I $1.89
>18,000 $2.53
Source: Table 7-2, Water Base and Volumetric Rates, Consulting Engineering and Bond Feasibility Report for
the Water,Wastewater,and Reclaimed Water Systems.
Sewer System Rates—The following table displays the base and volumetric rates for residential and
non-residential wastewater collection and transmission.
Base Facility Charge
Meter Type Charge
5/8 inch meter $14.22
1 inch meter $35.56
1-1/2 inch meter $71.12
2 inch meter $113.79
3 inch meter $227.58
-4--
4 inch meter $355.60
6 inch meter $393.46
8 inch meter $1,137.94
10 inch meter $1,635.79
12 inch meter $3,058.22
Residential Volumetric Charge
Quantity of Water(Gallons) Cost($per 1,000 Gallons)
0—12,000 $2.84
>12,000 $0.00
Non Residential Volumetric Charge
Quantity of Water(Gallons) Cost($per 1,000 Gallons)
0—12,000
$2.84
>12,000 $0.00
$0.00
Source: Table 7-3, Sewer Base and Volumetric Rates, Consulting Engineering and Bond Feasibility Report for
the Water,Wastewater,and Reclaimed Water Systems
31
Reclaimed Water System Rates. The following table displays the base and volumetric rates for
residential and non-residential reclaimed water from the City.
Base Facility Charge
_- - -
Meter Type Charge
3/4 inch meter — --— $5.90
1 inch meter $14.75
1-1/2 inch meter $29.50
2 inch meter $47.21
3 inch meter $94.43
e 4 inch meter $147.54
--- 6 inch meter $295.09
8 inch meter $471.99 !
10 inch meter $678.71
12 inch meter $1,268.90
Residential Volumetric Charge
Quantity of Water(Gallons) Cost($per 1,000 Gallons)
0-6,000 $0.87
6,000-12,000 $1.14
12,000-18,000 $1.42
>18,000 $2.11
Non Residential Volumetric Charge '
Quantity of Water(Gallons) Cost($per 1,000 Gallons)
0-6,000 $0.84
6,000-12,000 $1.10
12,000-18,000 $1.38
�-------_-_-_-_ >18,000 $2.05
L— — -- - --- —— -— — -— --- ..J
Source: Table 7-4, Reclaimed Base and Volumetric Rates, Consulting Engineering and Bond Feasibility Report
for the Water,Wastewater,and Reclaimed Water Systems.
Comparative Monthly Rates. The average monthly water and sewer service bill for customers using
6,000 gallons of water per month are $18.23 and $36.91, respectively, for a total of $55.14. Tables 7-8
through 7-10 of the Report provide a comparison of the monthly cost of providing water and sewer service
for a 5/8" x 3/4" or smaller water meter at various usage levels calculated under the rates for the System.
Also included on the comparison are bills calculated under the rates of other neighboring Florida utilities
as of the billing month of May 2016. The monthly bills for the various Florida utilities used for the
comparison are exclusive of local taxes. Additionally, for municipally-owned systems, such utilities may
apply an outside City surcharge to customers located outside the corporate limits as allowed pursuant to
Section 180.191, Florida Statutes. The 5/8" x 3/4" meter or smaller comparison was provided since this
represents the majority of the customers for the utilities included in the comparisons. As can be seen on
the comparisons on [Tables 9 through 111 of the Report, the rates to be charged by the City produce bills
that are comparable with the bills charged for similar service by other neighboring utilities. A
comparison of water and sewer rates at the monthly consumption level of 6,000 gallons between the
City's rates and a number of the utilities surveyed is below.(1)
32
1 Residential Service Assuming 6,000 Gallons of Utility
I Water j Wastewater Total
Existing Rates:
Existing f y Rates Effective Oct. 1,2015 1 $18.23 $36.91 $55.14
1
Other Surveyed Florida Utilities: ! ;
City of Apopka o P_ 15.58 $27.85 $43.43 A r----------------.__.....__..__
'
p- __.._.__..._._...-.__._.._.._..__...----- ---------.-.,...._.....------ ----_..._...._.._.._.-_._._._._..._.._.__.._.._...__�...._......._..------------- ----{
Cityof Clermont 12.08 27.33 39.41
City of Groveland 16.00 31.33 47.33
ity of Eustis _ 22.44 22.44 } 41.01 63.45
ity of Haines City 15.06 I 47.92 62.98
City of Mount Dora I 37.64 i� 49.48 87.12 j
City of Maitland 16.95 i 48.70 65.65
ity of Ocala 15.42 I 40.38 55.79
range County 14.34 37.13 51.47
City of Orlando/OUC. + 12.63 45.85 58.48
City of Leesburg -- 14.89 33.01 47.90
City of Oviedo 20.45 ; 49.33 r 69.78
Polk County 22.56 1 75.02 97.58
ity of Sanford ! 19.76 42.84 + 62.60
eminole County - - i 19.43 48.45 67.88
ity of St.Cloud- - - `- 22.94 I 42.99 65.93
ity of Tavares 25.06 j 39.76 64.82
oho Water Authority(Kissimmee j 14.10 38.37 j 52.47
City of Winter Garden _--- 12.38 1 29.62 ' 42.00
I E
Other Florida Utilities Average i --1.._._...............__.__-___._._._._.._._-..._....-___.,__...._._._..._._..__.._.
--'... $18,41 . f....__..__._... $41.91._.._... L__._... ..... _$60.32 i
(1) Based on utility survey shown on[Tables 9 through 11]of the Report and for municipalities inside the
City rates.
Source: Table 7-5, Rate Comparison, Consulting Engineering and Bond Feasibility Report for the Water,
Wastewater,and Reclaimed Water Systems.
System Fees and Charges. Pursuant to the [Rate Resolution], the City has adopted a schedule of
connection fees, charges, and deposits that are applicable to customers requesting services. The fees are
generally imposed to recover the cost of specific services such as water and sewer taps, utility turn-on
fees or a deposit to defray the risk of non-payment. The various miscellaneous charges imposed by the
City are shown on[Table 7-6]of the Report.
Capital Facilities Charges. The City currently charges a Water System Capital Facilities Charge and
a Sewer System Capital Facilities Charge (collectively, the "Capital Facilities Charges") (i.e., a capacity
or impact fee) imposed by the City upon and collected from new users of the Water System and Sewer
System, as applicable, which represent an equitable share of the capital costs of the Water System and
Sewer System which are attributable to the increased demand such additional connections created upon
the Water System and Sewer System. Such costs include i)water production and transmission facilities;
and ii)sewer transmission, treatment and effluent disposal capacity of the Water System and Sewer
System, as applicable. If an existing customer requests an increase in water or sewer capacity due to
33
increased development, an additional Capital Facilities Charge will be collected prior to the
development consistent with the increase in demand. The current connection fees are based on an
equivalent residential unit("ERU") or equivalent residential connection("ERC")which assigns a value of
300 gallons per ERU for water capacity and 270 gallons per ERU for sewer capacity. See "SECURITY
FOR THE SERIES 2016 BONDS — Water System Capital Facilities Charges" and "SECURITY FOR THE
SERIES 2016 BONDS—Sewer System Capital Facilities Charges" herein.
Capital Facilities Charge
Water Capital Facilities Charge,per ERU _ $1,944.00 _;
ewer Capital Facilities Charge,per ERU 5,767.00
Total Water and Sewer Capital Facilities Charge $7,711.00
Source: Section 7.7, Capital Facilities Charges, Consulting Engineering and Bond Feasibility Report for the
Water, Wastewater,and Reclaimed Water Systems.
CAPITAL IMPROVEMENTS PROGRAM
Funding for Capital Improvement Projects
In order to meet future needs based on increases in customer growth and consumption rates and
to maintain the System properly, the City has developed a Capital Improvement Program ("CIP")
comprising a variety of additions, extensions, improvements, and rehabilitations of the water and sewer
systems as set forth in Table 8-1 of the Report.
Projects are to be funded from Net Revenues (based on adopted and assumed rate index
increases hereinafter described), Capital Facilities Charges, and funds on hand including grants, future
borrowings, and proceeds from the Series 2016 Bonds. The City reviews its CIP annually and updates
such program recognizing, as appropriate, changes in cost and priority of the improvements.
Accordingly, the total cost of the CIP could be more or less depending on future demand, actual contract
awards, and other economic factors. The CIP is summarized on Table 8-2 of the Report. The City has
identified approximately $20.2 million in capital expenditure for the Fiscal Years ending September 30,
2017 through 2021 (the"Forecast Period").
Capital Improvement Program—For the Forecast Period
For the Fiscal Year Ending September 30,
Description 2016 2017 2018 2019 2020 2021 Total
Water System CIP $496,425 4,026,905 $1,117,616 $1,031,284 $911,196 $1,159,067 $8,742,492
Sewer System CIP 965,100 6,014,600 1,598,307 1,073,845 974,076 869,784 $11,495,722
Total Capital Improvement
Program $1,461,535 $10,041,505 $2,715,923 $2,105,128 $1,885,272 $2,028,851 $20,238,214
Source: Section 8-2, Funding for Capital Improvement Projects, Capital Improvement Program — For the
Forecast Period, Consulting Engineering and Bond Feasibility Report for the Water, Wastewater, and
Reclaimed Water Systems
Funding Sources for Capital Program
As shown above and included within Table 8-2 of the Report, the City has identified
approximately$20.2 million in capital expenditures on behalf of the System for the five Fiscal Year period
34
ending September 30, 2021. Based on an analysis of funds available to the City, proceeds from the Series
2016 Bonds,the funding sources for the total CIP as identified by the City and recognized for the purpose
of preparing the financial projections contained in the Report were assumed to be as follows:
Capital Improvement Program Funding
Estimated
Funding Source Funding Amountt(1) Percent
Revenue Fund/Rate Revenues(PAYGO)(2) $3,452,300 17.06%
Capital Facilities Charges(Impact Fee) 871,298 4.31
Renewal,Replacement and Improvement Fund 6,664,333 32.93
Grants(3) 1,115,283 5.51
Series 2016 Bonds(4) 8,135,000 40.19
Totals $20,238,214 100.0%
(1) Amounts shown are derived from Table 8-2 of the Report. Amounts may not sum due to rounding.
(2) Amounts reflects existing and anticipated funds to be generated from System operations based on the
financial forecast as shown on Table 8-2 of the Report.
(3) Includes approximately $1,115,283 in grants from the SJRWMD for the System's conversion to the
Automated Meter Reading System(FlexNet).
(4) Reflects approximately $8.1 million in capital projects anticipated to be funded from the proceeds of the
Series 2016 Bonds. Amounts derived from Table 8-2 of the Report. The forecast assumes the following
projects will be funded or partially funded with proceeds of the Series 2016 Bonds: (i)North of Silver Star
Phase of the Downtown and West Sanitary Sewer Transmission Project in the amount of $3,635,000; (ii)
South of Silver Star Phase of the Downtown and West Sanitary Sewer Transmission Project in the amount of
$2,350,000; (iii) Oakland Downtown Gravity Main and Lift Station Installation Project in the amount of
$750,000;(iv)Silver Start Water Main Looping Project in the amount of$150,000;and(v)Final Conversion to
Automated Meter Reading System Project in the amount of$1,250,000.
Source: Section 8.2.1, Funding Sources for Capital Program, Capital Improvement Program Funding,
Consulting Engineering and Bond Feasibility Report for the Water, Wastewater, and Reclaimed Water
Systems.
It should be noted that the City annually updates its CIP and corresponding funding analysis as
part of the budget process to evaluate the timing of the expenditure of funds and securing additional debt
proceeds as a result of changes in growth, levels of service, and other factors.
Renewal,Replacement and Improvement Fund Summary
Pursuant to the Resolution, the City has established a Renewal, Replacement and Improvement
Fund into which Gross Revenues will be deposited monthly in an amount at least equal to one-twelfth
(1/12th) of five percent (5%) of the Gross Revenues received during the immediately preceding Fiscal
Year. No further deposits are required to be made into the Renewal, Replacement and Improvement
Fund when there is on deposit therein an amount equal to or greater than$500,000,or such other amount
as may be determined from time to time by the Consulting Engineers. Except as described in the
Resolution, the moneys in the Renewal, Replacement and Improvement Fund may be used only for the
purpose of paying the cost of extraordinary repairs, extensions, enlargements or additions to, or the
replacement of capital assets of the System or emergency repairs thereto. See "SECURITY FOR THE
SERIES 2016 BONDS—Application of Moneys Under the Resolution."
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HISTORICAL AND PROJECTED SYSTEM SALES AND CUSTOMER USAGE STATISTICS
General
The following summarizes the recent trends in water, sewer and reclaimed water customers or
accounts (terms used synonymously), and the associated sales and usage characteristics of the System.
The historical period reflected in the Report covers the Fiscal Years ended September 30, 2011 through
September 30, 2015 consistent with the City's financial reporting period. The projected period is for the
Fiscal Years ending September 30, 2016 through and including 2021 and is shown on a combined water
and wastewater system basis. Tables 9-1 and 9-2 of the Report reflect the water and sewer system
customers or accounts and sales.
The majority of customers served by the System are single family residential customers. Water,
sewer and reclaimed water service is also provided to non-residential customers.
As of September 30, 2015, the System consisted of 11,748 average water accounts and 8,038
average sewer accounts. Approximately 94% of the water customers are residential and 6% are non-
residential. Of the 8,038 sewer customers, approximately 95% are residential and 5% are non-residential.
The system also had approximately 4,250 reclaimed water accounts. Approximately 97% of these
accounts are residential and 3%are non-residential. The following table shows the historic growth of the
System's customers.
Historic Growth of System Customers
Average Number of Active Accounts
Reclaimed
As of September 30, Water Sewer Water
2011 10,535 7,039 2,461
2012 10,733 7,218 2,555
2013 10,924 7,408 2,808
2014 11,257 7,690 3,364
2015 11,403 7,819 4,194
Source: Section 9.1, General, Historic Growth of System Customers, Consulting Engineering and Bond
Feasibility Report for the Water,Wastewater,and Reclaimed Water Systems
The System's customer growth is derived principally from infill of existing properties and new
developments constructed within the existing utility service area. The customer base of the Water System
increased 868 accounts between Fiscal Years ended September 30, 2011 and 2015 for an average annual
increase of approximately 2.0%. The customer base of the sewer system increased 780 accounts between
Fiscal Year 2011 and 2015 for an annual average increase of approximately 2.7%. The customer base of
the reclaimed water system increased 1,733 accounts between Fiscal Years 2011 and 2015 for an annual
average increase of approximately 14.3%.
36
Historical Water System Customer and Sales Statistics
The following is a discussion of the historical water customers and sales statistics for the System:
Fiscal Year Ended Average Average Monthly
September 30, Annual Water Water Sales Water Use Per
(Historical) Accounts (000s of Gallons) Account(Gallons)
2011 10,535 1,277,679 10,107
2012 10,733 1,181,499 9,173
2013 10,924 1,129,667 8,618
2014 11,257 1,100,300 8,145
2015 11,403 1,097,826 8,023
Average Annual
Historical Growth Rate
Source: Section 9.2, Historical Water System, Customer and Sales Statistics, Consulting Engineering and Bond
Feasibility Report for the Water,Wastewater,and Reclaimed Water Systems
The distribution of retail water customers by class served by the Water System for Fiscal Year
ended September 30, 2015 is shown on the following table. As can be seen below, approximately 94% of
the total average annual accounts are classified by the City as residential service.
Water System Customer Accounts
Fiscal Year Ended September 30,2015
Average Annual
No.of Customers Percent to Total
Residential 10,710 93.92%
Non-residential 693 6.08
Total 11,403 100.00%
Source: Section 9.2,Historical Water System,Customer and Sales Statistics,Water System Customer Accounts,
Consulting Engineering and Bond Feasibility Report for the Water, Wastewater,and Reclaimed Water
Systems
Based on discussions with City staff regarding the availability of service to the Water System and
recent historical trends, it is anticipated that the growth within the Water System continue to be
consistent with recent historical trends. Furthermore, it is anticipated that the increase will be primarily
for single-family residential service.
37
Historical Sewer System Customer and Sales Statistics
With respect to the Sewer System, the historical customer statistics are as follows:
Fiscal Year Ended Average Average Monthly
September 30, Annual Sewer Sewer Sales Sewer Use Per
(Historical) Accounts (000s of Gallons) Account(Gallons)
2011 7,039 844,466 9,997
2012 7,218 793,297 9,159
2013 7,408 773,778 8,704
2014 7,690 763,312 8,272
2015 7,819 747,427 7,966
Average Annual
Historical Growth Rate 2.66% 3.01%
Source: Section 9.3, Historical Sewer System Customer and Sales Statistics, Consulting Engineering and Bond
Feasibility Report for the Water,Wastewater,and Reclaimed Water Systems
As can be seen above and on Table 9-1 of the Report, the number of retail sewer customers within
the City's service area has grown by approximately 2.66% annually. It is assumed based on discussions
with City staff that the growth within the Sewer System will be consistent with recent historical trends.
The distribution of sewer customers by class for Fiscal Year ended September 30, 2015 is shown
on the following table. As shown below, the residential class accounts for approximately 95% of the
sewer accounts served and is consistent with the Water System customer relationships.
Sewer System Customer Accounts
Fiscal Year Ended September 30,2015
Average Annual
No.of Customers Percent to Total
Residential 7,408 94.74%
Non-residential 411 5.26
Total 7,819 100.00%
Source: Section 9.3, Historical Sewer System Customer and Sales Statistics, Sewer System Customer Accounts,
Consulting Engineering and Bond Feasibility Report for the Water, Wastewater, and Reclaimed Water
Systems.
38
Historical Reclaimed Water System Customer and Sales Statistics
With respect to the reclaimed water system,the historical customer statistics are as follows:
Average Monthly
Fiscal Year Ended Average Annual Reclaimed Water Sales Reclaimed Use per
September 30,(Historical) Reclaimed Accounts (000s of Gallons) Account(Gallons)
2011 2,461 510,103 17,273
2012 2,555 568,144 18,530
2013 2,808 520,652 15,451
2014 3,364 609,566 15,100
2015 4,194 809,936 16,093
Average Annual Historical
Growth Rate 14.26% 12.25%
Source: Section 9.4, Historical Reclaimed Water System Customer and Sales Statistics, Consulting Engineering
and Bond Feasibility Report for the Water,Wastewater,and Reclaimed Water Systems
As can be seen above and on Table 9-1 of the Report, the number of reclaimed water customers
within the City's service area has grown by approximately 14.26% annually. It is assumed based on
discussions with City staff that the growth within the reclaimed system service area will be somewhat
consistent with recent historical trends.
The distribution of reclaimed water customers by class for Fiscal Year ended September 30, 2015
is shown on following table. As shown below,the residential class accounts for approximately 97%of the
reclaimed water accounts served.
Reclaimed Water System Customer Accounts
Fiscal Year Ended September 30,2015
Average Annual
No. of Customers Percent to Total
Residential 4,062 96.86%
Non-residential 132 53.14
Total 4,194 100.00%
Source: Section 9.4, Historical Reclaimed Water System Customer and Sales Statistics, Reclaimed Water System
Customer Accounts, Consulting Engineering and Bond Feasibility Report for the Water, Wastewater,
and Reclaimed Water Systems
Projected Water and Sewer Systems Customer and Sales
In order to project revenues from rates for the System a forecast of the utility service area was
developed. The forecast of water sales, customers, sewer billed flow, or revenue gallons was performed
for the Fiscal Years ending September 30,2015 through and including 2021 based upon recent trends that
reflect modest growth. The City's existing service area currently has significant opportunity for future
growth of the System. Prior to the recent economic recession, the City was anticipating significant new
39
development. As the economy continues to improve it is anticipated System customer growth may
increase relative to recent trends.
The development of the System customer forecast for the Forecast Period reflected in the Report
was based on: (i) recent historical trends in customer growth as experienced by each respective customer
class for the utility service area; and (ii) discussions and information about new development provided
by City staff. As shown on Table 9-2 of the Report and for the purposes of the Report, it was assumed
that the customer growth for the Forecast Period for the System would increase at an average compound
rate of growth of approximately 1.7%per year(from Fiscal Year ending September 30,2016). This rate of
growth is consistent with the average growth rate recently experienced and is considered conservative by
City staff.
Based on information provided by the City coupled with discussions with City staff and a review
of historical growth trends, the following projections of customer(account)statistics for the Water System
are detailed on Table 9-2 of the Report were estimated.
Projected Water Customers(Accounts) and Sales Statistics—
Water System
Average Annual Average
Fiscal Year Ending No.of Billed Flow Monthly Use
September 30, Customers (000s) per Account
2016 11,603 1,097,723 7,884
2017 11,803 1,116,645 7,884
2018 12,003 1,135,566 7,884
2019 12,203 1,154,487 7,884
2020 12,403 1,173,409 7,884
2021 12,603 1,192,330 7,884
Average Annual
Projected Growth Rate 1.67% 1.67%
Source: Section 9.5, Projected Water and Sewer Systems Customers and Sales, Projected Water Customers
(Accounts)and Sales Statistics—Water System,Consulting Engineering and Bond Feasibility Report for
the Water,Wastewater,and Reclaimed Water Systems.
40
With respect to projected customer growth of the Sewer System, the following table summarizes
the customer and sales forecast that is detailed on Table 9-2 of the Report. As can be seen below, Sewer
System customer growth is anticipated to be similar to that assumed for the Water System.
Projected Sewer Customers(Accounts) and Sales Statistics-
Sewer System(1)
Average Annual Average
Fiscal Year Ending No.of Billed Flow Monthly Use
September 30, Customers (000s) per Account
2016 7,956 755,482 7,913
2017 8,093 768,504 7,913
2018 8,230 781,527 7,913
2019 8,368 794,549 7,913
2020 8,505 807,571 7,913
2021 8,642 820,593 7,913
Average Annual
Projected Growth Rate 1.67% 1.67%
Source: Section 9.5, Projected Water and Sewer Systems Customers and Sales, Projected Sewer Customers
(Accounts)and Sales Statistics-Sewer System,Consulting Engineering and Bond Feasibility Report for
the Water,Wastewater,and Reclaimed Water Systems
With respect to projected customer growth of the reclaimed Water System, the following table
summarizes the customer and sales forecast that is detailed on Table 9-2 of the Report.
Projected Reclaimed Water Customers(Accounts) and Sales Statistics-
Reclaimed Water System(1)
Average Annual Average
Fiscal Year Ending No.of Billed Flow Monthly Use
September 30, Customers (000s) per Account
2016 4,544 876,731 16,079
2017 4,894 944,261 16,079
2018 5,244 1,011,791 16,079
2019 5,594 1,079,321 16,079
2020 5,944 1,146,850 16,079
2021 6,294 1,214,380 16,079
Average Annual
Projected Growth Rate 6.73% 6.73%
(D Amounts shown derived from Table 9-2 of the Report.
Source: Section 9.5, Projected Water and Sewer Systems Customers and Sales, Projected Reclaimed Water
Customers (Accounts) and Sales Statistics - Reclaimed Water System), Consulting Engineering and
Bond Feasibility Report for the Water,Wastewater,and Reclaimed Water Systems.
41
Ten Largest Customers
In order to provide additional information regarding the System's existing customer base, a
summary of certain statistical information of the ten largest customers of the System on the basis of
revenue billed(pursuant to rates in effect)has been presented based on information compiled by the City.
Top Ten Water and Sewer Utility Customers(Based on System Revenue)
System %of Total City
Customer Class Type of Service Revenue Sales Revenue
Health Central Commercial Water&Sewer $167,208 1.82%
Pal Of I,LLC Commercial Water&Sewer 127,389 1.39%
City Of Ocoee Government Water&Sewer 84,383 0.92%
Good Homes Orlando,LLC Commercial Water&Sewer 82,571 0.90%
Health Services Of Ocoee Commercial Water&Sewer 43,160 0.47%
Summerville Healthcare#0380 Commercial Water&Sewer 37,162 0.41%
Wal-Mart Stores Inc. Commercial Water&Sewer 36,352 0.40%
Summit XV Holdings,LLC Commercial Water 32,413 0.35%
Ocoee Middle School Government Water&Sewer 27,595 0.30%
Ocoee Health Facilities LP Commercial Water&Sewer 27,589 0.30%
Totals $665,822 7.26%
Source: Section 9.7, Ten Largest Customers, Top Ten Water and Sewer Utility Customers (Based on System
Revenue), Consulting Engineering and Bond Feasibility Report for the Water, Wastewater, and
Reclaimed Water Systems
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HISTORICAL AND PROJECTED OPERATING RESULTS
Summary of Historical Operating Results
The historical operating results for the System as shown in the Report are summarized below.
Historical Operating Results and Debt Service Coverage-System
Fiscal Year Ending September 30,
Description 2011 2012 2013 2014 2015
Gross Revenue
Charges for Services(1)(2) $8,470,715 $8,485,818 $8,716,867 $9,155,979 $9,661,140
Investment Income(3) 90,699 90,414 13,541 72,500 80,625
Transfers In(4) 5,500 5,500 5,500 5,500 5,500
Total Gross Revenue $8,566,914 $8,581,732 $8,735,908 $9,233,979 $9,747,265
Cost of Operation and Maintenance(5)
Cost of Operation and Maintenance $4,537,402 $4,473,607 $4,703,252 $4,770,780 $5,270,360
General Fund Administration Transfer(6) 1,388,705 1,350,007 1,430,790 1,236,091 1,478,749
Loss on Disposal of Capital Assets 22,202 111,545 0 0 14,356
Total Cost of Operation and Maintenance $5,948,309 $5,935,159 $6,134,042 $6,006,871 $6,763,465
Net Revenues Available for Debt Service Coverage $2,618,605 $2,646,573 $2,601,866 $3,227,108 $2,983,801
Bond Service Requirement—Senior Lien Debt
Water and Sewer System Refunding and Improvement Revenue
Bonds,Series 2003 $787,418 $791,338 $26,891 $0 $0
Water and Sewer System Refunding Revenue Note,Series 2008 244,504 243,660 23,197 0 0
Water and Sewer System Refunding Revenue Note,Series 2010 358,591 371,421 369,453 372,381 374,101
Water and Sewer System Refunding Revenue Note,Series 2012 0 0 155,992 175,174 178,976
Water and Sewer System Refunding Revenue Note,Series 2013 0 0 708,977 703,500 705,343
Total Bond Service Requirements—Senior Lien Debt(7) $1,390,512 $1,406,418 $1,284,509 $1,251,054 $1,258,419
Annual Debt Service Coverage Calculations(8)
Net Revenues Available for Debt Service Coverage $2,618,605 $2,646,573 $2,601,866 $3,227,108 $2,983,801
Total Bond Service Requirement $1,390,512 $1,406,418 $1,284,509 $1,251,054 $1,258,419
Other Required Deposits(9) 0 0 0 0 0
Subtotal $1,390,512 $1,406,418 $1,284,509 $1,251,054 $1,258,419
Coverage Ratio—Calculated 188.32% 188.18% 202.56% 257.95% 237.11%
Coverage Ratio—Required 115.00% 115.00% 115.00% 115.00% 115.00%
Net Revenues After Bond Service Requirement $1,228,093 $1,240,155 $1,317,357 $1,976,053 $1,725,382
(1) Amounts include historical revenues from monthly water, reclaimed water and wastewater rates effective for each
respective historical year.
(2) Amounts includes water, reclaimed water, and wastewater connection charges revenue, water and wastewater
maintenance fee revenue,septic pumping fees,violations of ordinance revenue,and other miscellaneous revenues.
(3) Amounts shown only reflect earnings from funds and accounts established by the City that are considered unrestricted
(earnings not required to be retained in such funds and accounts and are available as a component of Net Revenues).
Earnings from Capital Facilities Charges and the Construction Fund established are considered restricted to such accounts
and are not considered as a component of net available revenues for this analysis.
(4) Amounts shown is historical annual transfers in from the City's General Fund for the usage of property by the City's
Parks and Recreation Department.
(5) Amounts shown do not include depreciation and amortization expenses, which are non-cash expenses and are not
considered part of the Cost of Operation and Maintenance as defined in the Resolution. Payments in lieu of taxes are also
excluded from the Cost of Operation and Maintenance in accordance with the Resolution: "In determining Cost of
Operation and Maintenance, there shall not be taken into account: (a)any gain or loss resulting from either the
extinguishment or refinancing of any Series of Bonds or other long-term indebtedness;(b)loss from the sale,exchange or
43
other disposition of capital assets not made in the ordinary course of business;(c)any capital expenditures for renewal,
replacement,expansion or acquisition of capital assets(including any deposits or reserves therefor)and(d)payments in
lieu of taxes."
(6) Administrative transfers are based on a cost allocation that includes among other costs:i)a portion of the costs for the
utility counter;ii)an allocation of salaries costs for two of the City engineers;iii)an allocation of mowing costs incurred
by the public works department;and iv)a transfer equal to 12.0%of Gross Rate Revenues for the reimbursement of other
indirect costs incurred by the General Fund in support of the Utility System.
(7) All outstanding Senior Lien Obligations other than the Series 2016 Bonds will be repaid upon the issuance of the Series
2016 Bonds.
(8) The Coverage Ratio is the Rate Covenant as described in the Resolution. (See "Covenants Regarding Rates and
Additional Debt—Rate Covenant".)
(9) Other Required Deposits include the required deposits into(i)the Reserve Fund(less any portion thereof to be deposited
from proceeds of Bonds)together with any Reimbursements Obligations due and owing in such Bond Year,and(ii)the
Renewal,Replacement and Improvement Fund in such Bond Year.
Source: Section 10.2 Historical Operating Results,Consulting Engineering and Bond Feasibility Report for the Water,Wastewater,
and Reclaimed Water Systems
[Remainder of page intentionally left blank]
44
Summary of Projected Operating Results
The projected operating results for the System as reflected in the Report are summarized below.
See Section 12.2 of the Report for principal considerations and assumptions regarding projected operating
results.
Summary of Projected Operating Results
Fiscal Year Ending September 30,
Description 2016 2017 2018 2019 2020 2021
Gross Revenues:
Charges for Services(1)(2x3x4) $9,568,570 $10,058,005 $10,559,211 $11,079,738 $11,602,234 $12,167,260
Investment Income(5) 59,100 61,600 58,700 54,400 49,800 46,100
Transfers In(6) 5,500 5,500 5,500 5,500 5,500 5,500
Total Gross Revenues $9,633,170 $10,125,105 $10,623,411 $11,139,638 $11,657,534 $12,218,860
Cost of Operation and Maintenance:(
Cost of Operation and Maintenance $6,214,777 $5,987,498 $6,218,275 $6,689,656 $6,975,017 $7,306,522
Transfers Out—General Fund Administrative
Transfer(8) 1,489,400 1,611,000 1,682,600 1,756,800 1,831,600 1,912,000
Loss on Disposal of Capital Assets 0 0 0 0 0 0
Total Cost of Operation and Maintenance $7,704,177 $7,598,498 $7,900,875 $8,446,456 $8,806,617 $9,218,522
Annual Debt Service Coverage Calculationu0)
Net Revenues Available for Debt Service Coverage $1,928,993 $2,526,608 $2,722,536 $2,693,181 $2,850,916 $3,000,338
Bond Service Requirement—Senior Lien Debt:
Water and Sewer System Refunding and
Improvement Revenue Bonds,Series 2003 $0 $0 $0 $0 $0 $0
Water and Sewer System Refunding Revenue
Note Series 2010 374,634 0 0 0 0 0
Water and Sewer System Refunding Revenue
Note Series 2012 177,660 7,912 0 0 0 0
Water and Sewer System Refunding Revenue
Note Series 2013 $705,754 $29,045 $0 $0 $0 $0
Water and Sewer System Revenue Refunding
Bonds,Series 2016(9) 0 1,622,678 1,770,650 1,769,650 1,771,650 1,766,400
Total Bond Service Requirement—Senior Lien Debt $1,258,047 $1,659,635 $1,770,650 $1,769,650 $1,771,650 $1,766,400
Net Revenue Available for Debt Service $2,526,608 $2,722,536 $2,693,181 $2,850,916 $3,000,338
Coverage $1,928,993
Total Bond Service Requirement $1,258,047 $1,659,635 $1,770,650 $1,769,650 $1,771,650 $1,766,400
Other Required Deposits(Reserve Fund and
Renewal and Replacement Fund)(15) 0 0 0 0 0 0
Subtotal $1,258,047 $1,659,635 $1,770,650 $1,769,650 $1,771,650 $1,766,400
Coverage Ratio—Calculated 153.33% 152.24% 153.76% 152.19% 160.92% 169.86%
Coverage Ratio—Required 115.00% 115.00% 115.00% 115.00% 115.00% 115.00%
Net Revenues After Paying Bond Service
Requirement $670,947 $866,973 $951,886 $923,531 $1,079,266 $1,233,938
(5) Amounts include projected revenue from monthly water,reclaimed water,and wastewater rates effective as of October 1,2015.
(2) Revenues reflect anticipated increase of revenues for the Reclaimed System due to: i)irrigation customers class codes(IR50)
and (IR77) expected to become part of the Reclaimed System during the Forecast Period; and ii)anticipated revenue from
retrofits.
45
(3) Amounts include revenues from the following System-wide average projected rate adjustments
Projected Fiscal Year Ending September 30,
2016 2017 2018 2019 2020 2021
CPI Index Adjustments:
Water System 0.0% 3.0% 3.0% 3.0% 3.0% 3.0%
Reclaimed Water System 0.0% 3.0% 3.0% 3.0% 3.0% 3.0%
Wastewater System 0.0% 3.0% 3.0% 3.0% 3.0% 3.0%
Rate Adjustments(Additional to CPI Index
Adjustments):
Water System 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Reclaimed Water System 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Wastewater System 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
(4) Amount includes water,reclaimed water,and wastewater connection charges revenue,water and wastewater maintenance fee
revenue,septic pumping fees,violations of ordinance revenue,and other miscellaneous revenues.
(s) Amounts shown only reflect earnings from funds and accounts established by the City that are considered unrestricted
(earnings not required to be retained in such funds and accounts and are available as a component of Net Revenues). Earnings
from Capital Facilities Charges and the Construction Fund established are considered restricted to such accounts and are not
considered as a component of net available revenues for this analysis.
(6) Amounts shown is an annual transfer in from the City's General Fund for the usage of property by the City's Parks and
Recreation Department.
(7) The Cost of Operation and Maintenance for Fiscal Years 2016 and 2017 was derived from the adjusted Fiscal Year 2016 and
proposed Fiscal Year 2017 Operating Budget as prepared by City staff. Amounts for the remainder of the Forecast Period have
been escalated from budgeted amounts as shown on Working Paper. Amounts shown do not include depreciation and
amortization expenses,which are non-cash expenses and are not considered part of the Cost of Operation and Maintenance as
defined in the Resolution. Payments in lieu of taxes are also excluded from the Cost of Operation and Maintenance in
accordance with the Resolution: "In determining Cost of Operations and Maintenance, there shall not be taken into account:
(a)any gain or loss resulting from either the extinguishment or refinancing of any Series of Bonds or other long-term
indebtedness;(b)loss from the sale,exchange or other disposition of capital assets not made in the ordinary course of business;
(c)any capital expenditures for renewal, replacement, expansion or acquisition of capital assets (including any deposits or
reserves therefor),and(d)payments in lieu of taxes."
(8) Administrative transfers are based on a cost allocation that includes among other costs:i)a portion of the costs for the utility
counter; ii)an allocation of salaries costs for some City engineers; iii)an allocation of mowing costs incurred by the public
works department; and iv)a transfer equal to 12.0% of Gross Rate Revenues for the reimbursement of other indirect costs
incurred by the General Fund in support of the Utility System.
(9) Amounts include anticipated additional debt estimated to be issued during the Forecast Period reflected above. The additional
debt includes the following assumptions:
Water and Sewer System Revenue Refunding Bonds,Series
2016:
Principal Amount of Bonds(Rounded) $21,180,000
Term-Years 20
Total Interest Cost 2.72%
First Year of Bond Term(Fiscal Year) 2017
Average Annual Payment $1,740,206
(10) The Coverage Ratio is the Rate Covenant as described in the Resolution. (See "Covenants Regarding Rates and Additional
Debt-Rate Covenant").
(11) Other Required Deposits include the required deposits into(i)the Reserve Fund(less any portion thereof to be deposited from
proceeds of Bonds)together with any Reimbursements Obligations due and owing in such Bond Year, and (ii)the Renewal,
Replacement and Improvement Fund in such Bond Year.
Source: Section 11.3 Summary of Projected Operating Results,Consulting Engineering and Bond Feasibility Report for the
Water,Wastewater,and Reclaimed Water Systems
46
CONSULTING ENGINEERING AND BOND FEASIBILITY REPORT FINDINGS AND
CONCLUSIONS
The Report, which appears as APPENDIX C attached hereto, sets forth certain information
concerning the System. Based upon the principal considerations and assumptions and the results of the
Consultants' studies, evaluations, and analyses as summarized in the Report, which should be read in its
entirety and in conjunction with the following,the Consultants are of the opinion that:
1. Based on general field observations of the above-ground facilities, discussions with City
staff, and a review of documents and reports filed with regulatory agencies, the existing facilities of the
System appear to be in good condition. The System appears to be adequately operated and maintained in
accordance with prudent utility practice and can reasonably be expected to provide sufficient and reliable
service to meet the existing and projected requirements of the System.
2. The capacity of the existing facilities of the System, taking into account planned renewals,
replacements, and additions, can reasonably be expected to meet the projected demands, at least through
the fiscal year ending September 30,2030.
3. During the engineering due diligence investigations, nothing has come to the Consulting
Engineer's attention that leads the Consulting Engineer to believe that significant funds will be required
for System improvements beyond that identified in the Report.
4. [Except as described in the Report], upon issuance of the Series 2016 Bonds, all water
production facilities and WTPs will be operating pursuant to unexpired permits issued by the requisite
regulatory authorities, and any expired water use permits are expected to be renewed as a matter of
course without a material reduction in maximum permitted consumption levels.
5. Assuming the City continues to perform the necessary renewals and replacements to the
System and continues to operate the System under prudent utility practices, major facilities acquired with
or constructed from proceeds of the Series 2016 Bonds are expected to have a useful life in excess of the
term of the Series 2016 Bonds.
6. Based on our knowledge of the System facilities, information provided by City staff on
renewal and replacement of System facilities, and a good history of regulatory compliance, the
Consulting Engineer believes the System to be in good condition and that adequate maintenance is being
provided or planned to keep the System in good operating condition.
7. Nothing came to the Consultant Engineer's attention that would adversely affect the
continued operating and financial condition of the System, including but not limited to compliance with
regulatory agencies.
8. The City's financial, administrative, and operating staff together with the expected staff
additions described in the Report are capable of operating, maintaining, and expanding the System as
scheduled,needed,and required.
9. The City's CIP for the System is reasonable given the System's projected growth and
current condition,and the funding sources of the CIP described in the Report are adequate.
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10. The City's CIP for the System is reasonable, necessary, and adequate to meet current
regulatory requirements to provide reliable water and wastewater service to the System's customers and
adequate reserve capacity for expected growth in customer connections reflected in the Report.
11. The forecasted growth in customer accounts, demands, and corresponding revenues
generated from such assumptions represent reasonable and attainable projections for the purposes of the
Report.
12. The projections of the Cost of Operations and Maintenance represent reasonable
projections for the purposes of the Report.
13. The estimated Revenues for the Fiscal Years ending September 30,2016 through 2021, are
projected to be sufficient to: (i) pay all of the Cost of Operation and Maintenance of the System; (ii) pay
the estimated debt service on the Series 2016 Bonds; (iii) make the projected deposits necessary to
maintain the funds as identified in the Resolution; (iv) be in compliance with the Rate Covenant; and (v)
have available funds for the funding of ongoing capital expenditures in an amount equal to the amount
required to be on deposit in the Renewal, Replacement and Improvement Fund.
14. The System's rates for water and sewer service are comparable to charges for similar
service provided by other neighboring utilities.
15. The Water System Capital Facilities Charges and Sewer System Capital Facilities Charges
are comparable to the fees charged by neighboring utilities.
THE CITY
General
The City was incorporated in 1925. It is located approximately 10 miles west of the City of
Orlando, Florida, and is bounded on the west by Winter Garden, Florida, and on the south by
Windermere, Florida, and has a land area of approximately 20.5 square miles, making it the second
largest city in land area of the thirteen cities in the County. The City's permanent population as of
September 30,2015 was 40,171.
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 2019
John Grogan 1 March 2019
Rosemary Wilsen 2 March 2018
Richard Firstner 3 March 2019
Joel Keller 4 March 2018
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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.
Administration
Robert D. Frank, City Manager. The City Commission also 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: Florida Association of City Clerks (FACC) and International Institute of Municipal Clerks
(IIMC).
Wanda Horton, Finance Director. The City Manager appoints the Finance Director. The Finance
Department 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.
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Wanda Horton currently serves as the City Clerk for the City and has served in that capacity for
17 years. Ms. Horton has over 29 years of governmental accounting experience. She received a Bachelor
of Arts in Economics from Spelman College. She is a Certified Government Finance Officer and is
currently a member of the Government Finance Officers Association, Florida Government Finance
Officers Association,Institute of Internal Auditors,and National Institute of Government Purchasers.
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 30,2015" 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.
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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
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 D — COMPOSITE BOND 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 2016
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 Revenues. 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 2016 Bonds and with regard to the
treatment of interest on Series 2016 Bonds for Florida and federal tax purposes (see"TAX MATTERS")are
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subject to the legal opinion of Bryant Miller Olive P.A., Tampa, Florida, Bond Counsel. The signed legal
opinion, dated and premised on law in effect as of the date of original delivery of Series 2016 Bonds, will
be delivered to the Underwriters at the time of original delivery.
The proposed text of the legal opinion is set forth as Appendix E 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. The
opinion will speak only as of its date, and subsequent distribution of the 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.
Certain legal matters incident to the issuance of Series 2016 Bonds will be passed upon for the
City by Shuffield, Lowman & Wilson, P.A., City Attorney, and by Bryant Miller Olive P.A., Tampa,
Florida, Disclosure Counsel. The Underwriters are being represented by GrayRobinson P.A., Tampa,
Florida.
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code") establishes certain requirements
which must be met subsequent to the issuance of the Series 2016 Bonds in order that interest on the Series
2016 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-
compliance may cause interest on the Series 2016 Bonds to be included in federal gross income retroactive
to the date of issuance of the Series 2016 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 2016 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 to comply with such
requirements in order to maintain the exclusion from federal gross income of the interest on the Series
2016 Bonds.
In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing
laws, regulations,judicial decisions and rulings, interest on the Series 2016 Bonds is excluded from gross
income for purposes of federal income taxation. Interest on the Series 2016 Bonds is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals or corporations;
however, interest on the Series 2016 Bonds may be subject to the federal alternative minimum tax when
any Series 2016 Bond is held by a corporation. The federal alternative minimum taxable income of a
corporation must be increased by seventy-five percent (75%) of the excess of such corporation's adjusted
current earnings over its alternative minimum taxable income (before this adjustment and the alternative
tax net operating loss deduction). "Adjusted Current Earnings" will include interest on the Series 2016
Bonds.
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
2016 Bonds. Prospective purchasers of Series 2016 Bonds should be aware that the ownership of Series
2016 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 2016 Bonds; (ii)
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the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen
percent (15%) of certain items, including interest on Series 2016 Bonds; (iii) the inclusion of interest on
Series 2016 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 2016 Bonds in passive income
subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and
profits at the close of the taxable year; and (v) the inclusion of interest on Series 2016 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 2016 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 2016 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 2016 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 2016 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 2016 Bonds, under certain
circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the
Series 2016 Bonds and proceeds from the sale of Series 2016 Bonds. Any amount so withheld would be
refunded or allowed as a credit against the federal income tax of such owner of Series 2016 Bonds. This
withholding generally applies if the owner of Series 2016 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 2016 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 2016 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
53
the market value of obligations similar to the Series 2016 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 2016 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 2016 Bonds. For example,
in connection with federal deficit reduction,job creation and tax law reform efforts, proposals have been
and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the
exclusion from gross income of interest on obligations like the Series 2016 Bonds. There can be no
assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take.
The introduction or enactment of any such legislative proposals may affect, perhaps significantly, the
market price for,or marketability of, the Series 2016 Bonds.
Prospective purchasers of the Series 2016 Bonds should consult their own tax advisors as to the
tax consequences of owning the Series 2016 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 2016 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 2016 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
54
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.]
RATINGS
S&P Global Inc. ("S&P")and Fitch Ratings("Fitch")have assigned ratings of"AA+" (stable outlook)
and "AA" (stable outlook), respectively, to the Series 2016 Bonds. The ratings reflect only the views of
said rating agencies and an explanation of the ratings may be obtained only from said 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 2016 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.
EXPERTS AND CONSULTANTS
The references herein to Reiss Engineering, Inc., Winter Springs, Florida, as Consulting Engineer,
and Public Resources Management Group, Inc., Maitland, Florida, as Feasibility Consultant, have been
approved by said firms. The Report of the Consulting Engineer and the Feasibility Consultant has been
included as "APPENDIX C — CONSULTING ENGINEERING AND BOND FEASIBILITY REPORT"
attached to this Official Statement. References to and excerpts herein from such Report do not purport to
be an adequate summary of such Report or complete in all respects. Such Report is an integral part of
this Official Statement and should be read in its entirety for complete information with respect to the
subjects discussed therein.
CONTINGENT FEES
The City has retained Bond Counsel,Disclosure Counsel,Financial Advisor, Consulting Engineer,
and Feasibility Consultant with respect to the authorization, sale, execution and delivery of the Series
2016 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters
to be paid by the City are each contingent upon the issuance of the Series 2016 Bonds.
UNDERWRITING
The Series 2016 Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated, for
itself and as representative of RBC Capital Markets, LCC and Wells Fargo Bank, National Association
(collectively, the"Underwriters"). The Underwriters have agreed, subject to the proceedings authorizing
the issuance of the Series 2016 Bonds, to purchase Series 2016 Bonds from the City, at a price of
$ (which represents $ principal amount, plus/minus net original issue
premium/discount of$ , less Underwriters' discount of$ ), for the purpose of resale to
the public. The Underwriters have furnished the information on the inside cover page of this Official
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Statement pertaining to the public offering prices of the Series 2016 Bonds. The public offering prices of
the Series 2016 Bonds may be changed from time to time by the Underwriters, and the Underwriters may
allow a concession from the public offering prices to certain dealers. None of Series 2016 Bonds will be
delivered by the City to the Underwriters unless all of Series 2016 Bonds are so delivered.
Wells Fargo Securities is the trade name for certain securities-related capital markets and
investment banking services of Wells Fargo &Company and its subsidiaries, including Wells Fargo Bank,
National Association, which conducts its municipal securities sales, trading and underwriting operations
through the Wells Fargo Bank, NA Municipal Products Group, a separately identifiable department of
Wells Fargo Bank, National Association, registered with the Securities and Exchange Commission as a
municipal securities dealer pursuant to Section 15B(a)of the Securities Exchange Act of 1934.
[Wells Fargo Bank, National Association, acting through its Municipal Products Group
("WFBNA"), one of the underwriters of the Series 2016 Bonds, has entered into an agreement (the
"WFA Distribution Agreement") with its affiliate, Wells Fargo Advisors, LLC ("WFA"), for the
distribution of certain municipal securities offerings,including the Series 2016 Bonds. Pursuant to the
WFA Distribution Agreement, WFBNA will share a portion of its underwriting or remarketing agent
compensation, as applicable, with respect to the Series 2016 Bonds with WFA. WFBNA also entered
into an agreement (the "WFSLLC Distribution Agreement") with its affiliate Wells Fargo Securities,
LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series 2016
Bonds. Pursuant to the WFSLLC Distribution Agreement, WFBNA pays a portion of WFSLLC's
expenses based on its municipal securities transactions. WFBNA,WFSLLC,and WFA are each wholly-
owned subsidiaries of Wells Fargo&Company.]
FINANCIAL STATEMENTS
The Comprehensive Annual Financial Report of the City, at and for the fiscal year ended
September 30, 2015, 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 2016
Bonds.
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.
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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 2016
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 2016 Bonds to provide certain
financial information and operating data relating to the System and the Series 2016 Bonds in each year
(the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events.
Such covenant shall only apply so long as the Series 2016 Bonds remain outstanding under the Resolution.
The 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 City has retained [FCS Continuing Disclosure Services, a Division of First Southwest
Company, LLC] as its dissemination agent. The specific nature of the information to be contained in the
Annual Report and the notices of material events are described in APPENDIX F — "Form of Continuing
Disclosure Certificate," which shall be executed by the City at the time of issuance of the Series 2016
Bonds. These covenants have been made in order to assist the Underwriters in complying with the Rule.
With respect to the Series 2016 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 not
failed to comply in all material respects with its continuing disclosure undertakings pursuant to the Rule
during the last five (5) years. However, a review of filings made pursuant to prior undertakings
indicated that with respect to its Transportation Refunding Revenue Bonds, Series 1998 (the "Refunded
1998 Bonds"), the City covenanted to provide notice "on a timely basis" of the legal defeasance of the
Refunded 1998 Bonds, which were legally defeased on June 8, 2012. The City posted notice on EMMA of
such legal defeasance 47 days after the Refunded 1998 Bonds were legally defeased. The City fully
anticipates satisfying all future disclosure obligations required pursuant to the Rule.
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 2016 Bonds, the security for the payment of the Series 2016 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
57
statement that may have been made verbally or in writing is to be construed as a contract with the
owners of the Series 2016 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
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 2016 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 2016 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
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[Appendices intentionally omitted]
EXHIBIT C
Form of Continuing Disclosure Certificate
Exhibit C-1
EXHIBIT C
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 $ Water and
Sewer System Revenue and Refunding Revenue Bonds, Series 2016 (the "Series 2016 Bonds"). The Series
2016 Bonds are being issued pursuant to Resolution No.2016- duly adopted by the City Commission
of the City (the "City Commission") on November 1, 2016, as amended and supplemented by Resolution
No.2016-_duly adopted by the City Commission on November 1,2016(collectively,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 Series 2016 Bonds and in order to assist the Participating Underwriter in complying with
the continuing disclosure requirements of the Rule(each as hereinafter defined).
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 Series
2016 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any
Series 2016 Bonds for federal income tax purposes.
"Business Day" shall mean any day other than a Saturday,Sunday or a day on which the Issuer is
required,or authorized or not prohibited by law(including executive orders), to close and is closed.
"Dissemination Agent" shall mean initially [FSC Continuing Disclosure Services, a Division of
First Southwest Company, LLC], 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.
"Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate.
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"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 Series 2016 Bonds (other than providers of
municipal bond insurance, letters of credit,or other liquidity or credit facilities).
"Participating Underwriter" shall mean the original underwriter of the Series 2016 Bonds
required to comply with the Rule in connection with offering of the Series 2016 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 2015-2016 fiscal year, 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) Not later than fifteen (15) Business Days prior to the date set forth in (a) above,
the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the
Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer
(or the Dissemination Agent, if other than the Issuer) shall send a notice to any Repository, in electronic
format as prescribed by such Repository in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name
and address of any Repository;
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(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
SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or
include by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement dated , 2016 (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 of historical financial information and operating data set forth in the following
tables contained in the Official Statement under the captions:
(i) The System;
(ii) Historical and Projected System Sales and Customer Usage Statistics;and
(iii) Historical and Projected Operating Results.
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 Web site 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.
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 Series 2016 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 15 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;
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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 Series 2016 Bonds, or other material events affecting the tax status of the
Series 2016 Bonds;
7. modifications to rights of the holders of the Series 2016 Bonds, if material;
8. Bond calls,if material, and tender offers;
9. defeasances;
10. release, substitution, or sale of property securing repayment of the Series 2016
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;and
14. appointment of a successor or additional trustee or the change of name of a
trustee, if material;and
15. 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;
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(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 Series 2016 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 Series 2016
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 First Southwest Company,LLC].
SECTION 9. AMENDMENT;WAIVER. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a),4, or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of the Issuer, or the type
of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Series 2016 Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances;and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial
Owners of the Series 2016 Bonds in the same manner as provided in the Resolution for
amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not,
in the opinion of nationally recognized bond counsel, materially impair the interests of the
holders or Beneficial Owners of the Series 2016 Bonds.
Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this
Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of
the Rule as announced by the Securities and Exchange Commission from time to time.
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In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer
shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data being
presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed
in preparing financial statements, (i)notice of such change shall be given in the same manner as for a
Listed Event under Section 5, 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 Series 2016 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 Series
2016 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 Series 2016 Bonds.
[Remainder of Page Intentionally Left Blank]
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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 Series 2016 Bonds,and shall create no rights in any other person or entity.
Dated as of ,2016
CITY OF OCOEE,FLORIDA
By:
Name: Rusty Johnson
Title: Mayor
ATTEST:
By:
Name: Robert D.Frank
Title: City Manager
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EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Ocoee, Florida
Name of Bond Issue: Water and Sewer System Revenue and Refunding Revenue Bonds,Series 2016
Date of Issuance: ,2016
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(a) and 4(b) of the Continuing Disclosure Certificate
dated as of , 2016. The Issuer anticipates that the Annual Report will be filed by
Dated:
CITY OF OCOEE,FLORIDA
By:
Name:
Title:
Exhibit A-1
EXHIBIT D
2016 PROJECT DESCRIPTION
The design, planning, construction, and equipping of certain projects, including but not limited
to, the North of Silver Star Phase of the "Downtown & West Sanitary Transmission Project," the
South of Silver Star Phase of the "Downtown & West Sanitary Sewer Transmission Project"
associated with Bluford Streetscape, the Oakland-Downtown Gravity Main and Lift Station
Installation Project, the Silver Water Main Looping and the final conversion to automated meter
reading system (FlexNet).
Exhibit D-1
CERTIFICATE AS TO PUBLIC MEETINGS
STATE OF FLORIDA .•
COUNTY OF ORANGE .
Each of the undersigned members of the City Commission (the "City Commission") of
the City of Ocoee, Florida (the "City") recognizing that the purchaser of the City's Water and
Sewer System Revenue and Refunding Revenue Bonds, Series 2016 (the "Series 2016 Bonds"),
will have purchased said Series 2016 Bonds in reliance upon this Certificate, DOES HEREBY
CERTIFY that he/she has no personal knowledge that any two or more members of the City
Commission, meeting together, reached any prior conclusion as to whether the actions taken by
the City Commission, with respect to said Series 2016 Bonds, the security therefor and the
application of the proceeds thereof, should or should not be taken by the City Commission or
should or should not be recommended as an action to be taken or not to be taken by the City
Commission, except at public meetings of the City Commission held after due notice to the
public was given in the ordinary manner required by law and custom of the City Commission.
IN WITNESS WHEREOF, we have hereunto affixed our official signatures as of this 1st
day of November, 2016.
Rusty Jo Mayor ,
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Rosemary W sen
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Richard Firstner
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fl F. Keller