Item #08(b) Approval of Capital Improvement Bond Resolutions - Supplemental Resolution to Capital Improvement Revenue and Refunding Bonds, Series 2017, Not to Exceed $44 M ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: March 21, 2017
Item # Eh)
Reviewed By:
Contact Name: Robert Briggs Department Director: `
Contact Number: X1518 City Manager: Robert Fra
Subject: Supplemental Resolution to Capital Improvement Revenue and R: unding Bonds, Not
to Exceed $44 M.
Background Summary:
As part of the annual budget adoption, the City Commission approved the financing of capital improvements to
the Downtown area of the city. Borrowings for the new projects are $25.0M and additional proceeds of $18.0M
will be used to retire the Capital Improvement Refunding Revenue Note, Series 2011 and Transportation
Improvement Refunding Revenue Note, Series 2012. This financing structure will result in level debt service
payments of approximately $2.5M annually through 2046. Revenues pledged for the issue are the
Communications Services Tax, Public Services Tax and the Half Cent Sales Tax. There is not expected to be
any additional financial burden to City taxpayers as a result of this bond issue. This resolution delegates certain
administrative functions to the City Manager related to the Official Statement, Underwriters Purchase Contract,
Registrar and to certain City staff to execute required documents.
Issue:
Should the City of Ocoee approve the Supplemental Capital Improvement Revenue and Refunding Bond
Resolution, and issue the Series 2017 Revenue and Refunding Bonds?
Recommendations:
Staff recommends approval of the supplement to Resolution 2017-_
Attachments:
Resolution 2017-
Financial Impact:
The financial impact of the Resolution is funded from the bond's proceeds.
Type of Item: (please mark with an `x')
X Public Hearing For Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
X Resolution Regular Agenda
X Commission Approval
Discussion&Direction
✓ Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by 0 N/A
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COPY OF ADVERTISEMENT
Date Published and Media Name
Monday,March 13,2017 Orlando Sentinel •
Advertisement or Article
Public Hearing,
Notices,
NOTICE OF PUBLIC HEARING
CITY OF OCOEE
Notice is hereby given pursuant to
Section C-8 of the Charter of the City
of Ocoee,Florida that the Board of City
Commissioners at a session to be held
on March 21,2017 at 7:15 p.m.,or as
soon thereafter as practical,will hold a
Public Hearing,preceded by this seven
days advance notice thereof,at Ocoee
City Hall, 150 N. Lakeshore Drive,
Ocoee, Florida in order to consider
a borrowing of money through the
issuance of not to exceed $43,000,000
Capital Improvement Revenue and
Refunding Bonds, Series 2017 (the
"Bonds"). The Bonds are being issued
for the purpose of refinancing the City's
outstanding Capital Improvement
Refunding Revenue Note, Series
2011, and the City's outstanding
Transportation I mdrovement
Refunding Revenue Note Series 2012,
and far the purpose of providing
proceeds to finance the 2017 Project for
the City as follows:
The"2017 Project"is the construction,
designing, permitting, reconstruction,
acquisition and equipping of
certain additions, extensions and
improvements to public facilities
within the City, including without
limitation the Maine Street extension,
the Bluford Avenue Reconstruction,the
City Hall Relocation,*le Lakeshore
Center Expansion,:il::. the Master
Downtown Starmwatet.:System, the
Downtown Gravity Sewer System,
the Oakland Avenue`Reconstruction,
the McKey Street Reconstruction, the
Bluford Second Left-Turn Lane, the
Silver Star Road Realignment-PD&E,
the Kissimmee Avenue Realignment,
the Taylor Street Reconstruction, the
Gateways and Wayfinding Phase 1,
the Trail Connector Segment and the
Lakefront Park Improvements Phase
2. each as more fully described in
materials on file with the City.
Interested parties may appear at the
meeting and be heard with respect
to the proposed action. A copy of the
proposed action may be examined
at Ocoee City Hall, 150 N. Lakeshore
Drive, Ocoee, Florida between the
hours of 8:00 a.m. and 5:00 p-m_,
Monday through Friday. Persons
with disabilities needing assistance to
participate in any of these proceedings
should contact the City Clerk's office
48 hours in advance of the meeting at
(407)905-3105.
Melanie Sibbitt,City Clerk •
March 13,2017
054528509 3/13/2011
•
RESOLUTION NO. 2017-
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 2017- ADOPTED ON
MARCH 21, 2017, WHICH AUTHORIZES AND APPROVES THE
NEGOTIATED SALE OF NOT TO EXCEED $43,000,000 CAPITAL
IMPROVEMENT REVENUE AND REFUNDING BONDS, SERIES
2017 FOR THE PURPOSES DESCRIBED HEREIN;
AUTHORIZING THE SALE THEREOF TO STIFEL, NICOLAUS&
COMPANY, INCORPORATED, SUBJECT TO THE TERMS AND
CONDITIONS OF A PURCHASE CONTRACT, AND
DELEGATING TO THE CITY MANAGER THE AUTHORITY TO
AWARD THE SALE OF THE BONDS TO SUCH UNDERWRITER
PURSUANT TO A NEGOTIATED SALE AND SUBJECT TO THE
CONDITIONS AND TERMS SET FORTH HEREIN AND IN
SUCH PURCHASE CONTRACT; APPROVING THE FORM OF
SUCH PURCHASE CONTRACT, THE PRELIMINARY OFFICIAL
STATEMENT AND THE CONTINUING DISCLOSURE
CERTIFICATE; AUTHORIZING THE EXECUTION AND
DELIVERY OF SUCH PURCHASE CONTRACT, THE FINAL
OFFICIAL STATEMENT AND SUCH CONTINUING
DISCLOSURE CERTIFICATE; APPOINTING A PAYING AGENT
AND REGISTRAR; AUTHORIZING OTHER REQUIRED
ACTIONS;AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission") of the City of Ocoee, Florida (the
"Issuer") has, by a resolution adopted on March 21, 2017 (the "Master Resolution" and, as
supplemented hereby, the "Resolution"), authorized the issuance of not to exceed $43,000,000
City of Ocoee, Florida Capital Improvement Revenue and Refunding Bonds, Series 2017 (the
"Series 2017 Bonds");and
WHEREAS, all capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Resolution; and
WHEREAS, Stifel, Nicolaus &Company, Incorporated, for itself and as representative of
RBC Capital Markets, LLC (collectively, the "Underwriter") has indicated that it is willing to
enter into the hereinafter defined Purchase Contract with the Issuer pursuant to which the
Underwriter will agree to purchase the Series 2017 Bonds; and
WHEREAS, due to the present volatility of the market for tax-exempt public obligations
such as the Series 2017 Bonds, the need to access such market very quickly, the willingness of
the Underwriter to purchase the Series 2017 Bonds at interest rates favorable to the Issuer, and
the critical importance of timing of the sale of the Series 2017 Bonds, the Issuer has determined
to sell the Series 2017 Bonds through a negotiated sale to the Underwriter, and it is hereby
determined that it is in the best interest of the public and the Issuer to delegate to the City
Manager or his designee the authority to fix the final details of the Series 2017 Bonds, based
upon the advice of the Financial Advisor and the Issuer's Finance Director, and accept the offer
of the Underwriter to purchase the Series 2017 Bonds at a negotiated sale pursuant to the terms
of a Purchase Contract, the form of which is attached hereto as Exhibit A (the "Purchase
Contract"), if certain conditions set forth in this resolution are satisfied; and
WHEREAS, prior to acceptance by the Issuer of the offer of the Underwriter to purchase
the Series 2017 Bonds, the Underwriter will provide the Issuer with all applicable disclosure
information required by Section 218.385, Florida Statutes, to be attached to, or otherwise
included as part of, the Purchase Contract; and
WHEREAS, the Series 2017 Bonds are being issued to (i) finance and/or reimburse all or
a portion of the Costs of the Initial Project, (ii) refund the Series 2011 Note and the Series 2012
Note, and (iii) paying certain costs of issuance of the Series 2017 Bonds; and
WHEREAS, the Issuer has determined it to be in its best interests and to serve a public
purpose to provide in this resolution for the issuance of the Series 2017 Bonds for the purposes
heretofore stated, and this resolution shall constitute a Supplemental Resolution for purposes of
the Master Resolution; and
WHEREAS, the Series 2017 Bonds will be secured by a lien on the Pledged Revenues
and, upon issuance of the Series 2017 Bonds, the Pledged Revenues will not be pledged or
encumbered in any manner except in favor of the Series 2017 Bondholders, in accordance with
the terms of the Master Resolution; and
WHEREAS, in connection with the offering and sale of the Series 2017 Bonds, the Issuer
desires to approve the distribution of the Preliminary Official Statement, a form of which is
attached hereto as Exhibit B, and delegate to (i) the City Manager the authority to deem the
Preliminary Official Statement "final" for purposes of Rule 15c2-12 of the Securities and
Exchange Commission (the "Rule"), and (ii) to the Mayor and City Manager to execute and
deliver a final Official Statement with respect to the Series 2017 Bonds (the "Official Statement");
and
WHEREAS, following the receipt of bids from various financial institutions and the
recommendation of the Financial Advisor, the Issuer desires to appoint Regions Bank,
Jacksonville, Florida, as registrar and paying agent with respect to the Series 2017 Bonds (the
"Registrar and Paying Agent") and approve the form of and authorize the execution and
delivery of a Registrar and Paying Agent Agreement, a form of which is attached hereto as
Exhibit D (the"Registrar and Paying Agent Agreement");and
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WHEREAS, in connection with its continuing disclosure obligations under the Rule, the
Issuer desires to approve the form of, and authorize the execution and delivery of, a Continuing
Disclosure Certificate, a form of which is attached hereto as Exhibit C (the "Continuing
Disclosure Certificate"); and
NOW, THEREFORE, BE IT RESOLVED by the Commission of the City of Ocoee, Florida,
that:
SECTION 1. Authority for this Resolution. This resolution is adopted pursuant to the
provisions of the Act and the Master Resolution.
SECTION 2. Definitions. All capitalized undefined terms shall have the meaning
ascribed thereto in the Master Resolution or the recitals above. In addition, the following terms,
unless the context otherwise requires, shall have the meanings specified in this Section. Words
importing singular number shall include plural number in each case and vice versa, and words
importing persons shall include firms and corporations.
"Underwriter" shall mean Stifel, Nicolaus & Company, Incorporated, for itself and as
representative of RBC Capital Markets, LLC.
SECTION 3. Approval of Issuance of Series 2017 Bonds; Terms of Series 2017 Bonds.
The Issuer hereby delegates to the City Manager the authority to determine the final terms of
the Series 2017 Bonds, based upon the advice of the Financial Advisor, including (i) the dated
date, (ii) the principal amount and whether the Series 2017 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, (viii) all other details of the Series 2017 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
2017 Bonds. All covenants contained in the Master Resolution with respect to the Bonds shall
be applicable to the Series 2017 Bonds.
SECTION 4. Award of Sale of the Series 2017 Bonds; Execution of Purchase Contract.
Due to the willingness of the Underwriter to purchase the Series 2017 Bonds at interest rates
favorable to the Issuer, the present volatility of the market for tax-exempt public obligations
such as the Series 2017 Bonds and the critical importance of timing of the sale of the Series 2017
Bonds, the Issuer hereby approves the negotiated sale of the Series 2017 Bonds to the
Underwriter and delegates to the City Manager or his designate the authority to accept the offer
of the Underwriter to purchase the Series 2017 Bonds and to the City Manager or his designee
execute and deliver, on behalf of the Issuer, the Purchase Contract, in the form attached hereto
as Exhibit A, which form is hereby approved; provided, however, that the City Manager or his
designee shall not have the authority to execute the Purchase Contract, unless the City Manager
or his designee shall have received from the Underwriter (i) all applicable disclosure
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information required by Section 218.385, Florida Statutes, and (ii) such other information as the
City Manager or his designee shall deem necessary, upon the advice of the Financial Advisor,
which demonstrates to the City Manager or his designee that (A) the aggregate principal
amount of the Series 2017 Bonds is not in excess of $43,000,000, (B) the final maturity of the
Series 2017 Bonds is not later than October 1, 2046, (C) the underwriting discount is not greater
than 1.0% of the original principal amount of the Series 2017 Bonds, and (D) the true interest
cost rate on the Series 2017 Bonds is not greater than 4.50%.
All actions of the City Manager or his designee taken pursuant to the authority
contained in Sections 1 and 3 of this resolution shall be evidenced by the execution of the
Purchase Contract by the City Manager or his designee and delivery of the Purchase Contract to
the City Clerk for filing with the City Clerk. The execution and delivery of the Purchase
Contract shall constitute complete evidence of the actions of the appropriate City officials, as
described herein, and shall constitute the action of the Issuer. Subject to satisfaction of the
conditions in this Section 4, the City Manager or his designee is hereby authorized and directed
to execute, and the City Clerk is hereby authorized to attest under seal, the Purchase Contract.
The execution and delivery thereof in the mariner described in the preceding sentence shall
constitute complete approval of such Purchase Contract by the Issuer, including any changes to
the form attached hereto as Exhibit A, and shall be deemed to be a part of this instrument as
fully and to the same extent as if incorporated verbatim herein.
The Series 2017 Bonds shall be issued under and secured by the Resolution and shall be
executed and delivered in the manner as set forth in the Resolution, with such additional
changes and insertions therein as conform to the provisions of the Purchase Contract, and such
execution and delivery shall be conclusive evidence of the approval thereof by such offers.
SECTION 5. Authorization of Series 2017 Bonds. Subject and pursuant to the provisions
hereof, obligations of the Issuer to be known as "Capital Improvement Revenue and Refunding
Bonds, Series 2017" are authorized to be issued in the aggregate principal amount of not to
exceed$43,000,000.
SECTION 6. Book Entry System. The Issuer 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 2017 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 2017 Bonds shall be initially issued in the form of a single fully registered Series 2017
Bond for each maturity. Upon initial issuance, the ownership of such Series 2017 Bonds shall be
registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee for DTC.
With respect to Series 2017 Bonds registered by the Registrar and Paying Agent in the name of
Cede & Co., as nominee of DTC, the Issuer and the Registrar and Paying Agent shall have no
responsibility or obligation to any broker-dealer, bank or other financial institution for which
DTC holds Series 2017 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")
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or to any person on behalf of whom such a Depository Participant holds an interest in the Series
2017 Bonds (each such person being herein referred to as an "Indirect Participant"). Without
limiting the immediately preceding sentence, the Issuer and the Registrar and Paying Agent
shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to the ownership interest in the Series
2017 Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any
other person, other than a registered owner of a Series 2017 Bond as shown in the bond register,
of any notice with respect to the Series 2017 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 2017 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
2017 Bonds. No person other than a registered owner of a Series 2017 Bond as shown in the
bond register shall receive a Series 2017 Bond certificate with respect to any Series 2017 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 2017 Bonds appearing as registered owners in the registration
books maintained by the Registrar and Paying Agent at the close of business on a regular record
date, the name "Cede &Co."in this resolution shall refer to such new nominee of DTC.
In the event that (a) the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the Letter of Representation, (b) the agreement among
the Issuer, the Registrar and Paying Agent and DTC evidenced by the Letter of Representation
shall be terminated for any reason or (c) the Issuer determines that it is in the best interests of
the beneficial owners of the Series 2017 Bonds that they be able to obtain certificated Series 2017
Bonds, the Issuer shall notify DTC of the availability through DTC of Series 2017 Bond
certificates and the Series 2017 Bonds shall no longer be restricted to being registered in the
bond register in the name of Cede & Co., as nominee of DTC, but only in accordance with the
Letter of Representation. At that time, the Issuer may determine that the Series 2017 Bonds
shall be registered in the name of and deposited with a successor depository operating a
universal book-entry system, as may be acceptable to the Issuer, or such depository's agent or
his designee, and if the Issuer does not select such alternate universal book-entry system, then
the Series 2017 Bonds may be registered in whatever name or names registered owners of Series
2017 Bonds transferring or changing Series 2017 Bonds designate, in accordance with the
provisions hereof. Notwithstanding any other provision of the Resolution to the contrary, so
long as any Series 2017 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 2017 Bond and all notices with respect to such Series 2017 Bond shall be made and given,
respectively, in the manner provided in the Letter of Representation.
As long as any Series 2017 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 2017 Bonds, and the Issuer covenants to cause adequate records to be kept with
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respect to the ownership of any Series 2017 Bonds issued in book-entry form or the beneficial
ownership of Series 2017 Bonds issued in the name of a nominee.
SECTION 7. Application of Series 2017 Bond Proceeds.
The proceeds, including any accrued interest received from the sale of the Series 2017
Bonds, shall be applied by the Issuer as follows:
1. Accrued interest, if any, shall be deposited in the Interest Account in the Debt
Service Fund, and shall be used only for the purpose of paying interest becoming due on the
Series 2017 Bonds.
2. The Issuer shall pay all costs and expenses in connection with the preparation,
issuance and sale of the Series 2017 Bonds.
3. Simultaneously with the issuance of the Series 2017 Bonds, the Issuer shall
prepay all of the principal amount outstanding of the Refunded Bonds, including accrued and
unpaid interest through the prepayment date.
4. The balance of said proceeds shall be deposited in the Construction Fund to be
used to pay all or a portion of the Costs of the Initial Project.
SECTION 8. Reserve Account. The Reserve Account Requirement for the Series 2017
Bonds shall be zero, based upon the advice of the Financial Advisor. The Issuer may establish
an account or accounts in the Reserve Account to secure any Additional Bonds, with details to
be established in the Supplemental Resolution which authorizes such Additional Bonds.
SECTION 9. Approval of Distribution of Preliminary Official Statement and
Authorization of Final Official Statement. The preparation and distribution of the Preliminary
Official Statement relating to the Series 2017 Bonds, in the form attached hereto as Exhibit B, is
hereby approved and authorized. The City Manager is hereby authorized to execute and
deliver a certificate of the Issuer which deems such Preliminary Official Statement"final"within
the contemplation of the Rule. Such Preliminary Official Statement is hereby authorized to be
used and distributed in connection with the sale and marketing of the Series 2017 Bonds. The
distribution of the final Official Statement relating to the Series 2017 Bonds is hereby
authorized, and the execution and delivery of such Official Statement by the Mayor and City
Manager is hereby authorized, which execution and delivery shall constitute complete evidence
of the approval of such final Official Statement by the Issuer.
SECTION 10. Appointment of Registrar and Paying Agent; Authorization of Execution
and Delivery of Registrar and Paying Agent Agreement. Regions Bank, Jacksonville, Florida is
hereby appointed to serve as Registrar and Paying Agent with respect to the Series 2017 Bonds.
The Registrar and Paying Agent shall perform such duties as are more fully described in the
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Resolution and the Registrar and Paying Agent Agreement, in the form attached hereto as
Exhibit D,to be entered into with the Issuer in connection with the Series 2017 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 Issuer and
accepts such duties, such designation to be subject to written notice to the Registrar and Paying
Agent,or until the Series 2017 Bonds have been paid in full pursuant to the Resolution.
The Registrar and Paying Agent Agreement shall be executed in the name of the Issuer
by the Mayor, such signatures to be attested to and countersigned by the City Clerk, the official
seal of the Issuer to be imprinted thereon, with such additional changes and insertions therein
as are subsequently approved, and such execution and delivery shall be conclusive evidence of
the approval thereof by such officers.
SECTION 11. Continuing Disclosure. The Issuer hereby covenants and agrees that, in
order to assist the Underwriter in complying with the continuing disclosure requirements of the
Rule with respect to the Series 2017 Bonds, it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate to be executed by the Issuer prior to the time
the Issuer delivers the Series 2017 Bonds to the Underwriter, as may be amended from time to
time in accordance with the terms thereof. The form of the Continuing Disclosure Certificate,
attached hereto as Exhibit C is hereby approved and ratified, all of the provisions of which,
when executed and delivered by the Issuer as authorized herein shall be deemed to be a part of
this instrument as fully and to the same extent as if incorporated verbatim herein.
Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with
such Continuing Disclosure Certificate shall not be considered an event of default under the
Resolution. However, the Continuing Disclosure Certificate shall be enforceable by the Series
2017 Bondholders in the event that the Issuer fails to cure a breach thereunder within a
reasonable time after written notice from a 2017 Bondholder to the Issuer that a breach exists.
Any rights of the Series 2017 Bondholders to enforce the provisions of this covenant shall be on
behalf of all Series 2017 Bondholders and shall be limited to a right to obtain specific
performance of the Issuer's obligations thereunder.
The Continuing Disclosure Certificate shall be executed in the name of the Issuer by the
Mayor, attested to and countersigned by the City Clerk under seal with such additional changes
and insertions therein as are subsequently approved, and such execution and delivery shall be
conclusive evidence of the approval thereof by such officers.
FirstSouthwest, a Division of Hilltop Securities Inc. is hereby appointed Dissemination
Agent pursuant to the Continuing Disclosure Certificate.
SECTION 12. Prior Resolutions. All prior resolutions of the Issuer inconsistent with the
provisions of the Master Resolution are hereby amended and supplemented to conform with
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the provisions herein contained and, except as may otherwise amended and supplemented
hereby, the Master Resolution shall remain in full force and effect.
SECTION 13. No Personal Liability. Neither the members of the Commission nor any
person executing the Series 2017 Bond shall be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance thereof.
SECTION 14. General Authority. The Mayor, the City Manager, the Finance Director,
the City Clerk, the City Attorney and any other proper officials of the Issuer are hereby
authorized to do all acts and things required of them by this resolution, the Master Resolution,
the Series 2017 Bonds, or any other agreement or contract relating to the Series 2017 Bonds, or
that may otherwise be desirable or consistent with accomplishing the full, punctual and
complete performance of all the terms, covenants and agreements contained in any of the
foregoing and each member, employee, attorney and officer of the Issuer is hereby authorized
and directed to execute and deliver any and all papers and instruments, including without
limitation tax returns, non-arbitrage certificates, and various other certificates, and to cause to
be done any and all acts and things necessary or proper for carrying out the transactions
contemplated thereby.
SECTION 15. Severability and Invalid Provisions. If any one or more of the covenants,
agreements or provisions herein contained shall be held contrary to any express provision of
law or contrary to the policy of express law, but not expressly prohibited or against public
policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separable from the remaining covenants,
agreements or provisions and shall in no way affect the validity of the other provisions hereof
or of the Series 2017 Bonds.
SECTION 16. No Third Party Beneficiaries. Except such other Persons as may be
expressly described in the Resolution or in the Series 2017 Bonds, nothing in the Resolution or
in the Series 2017 Bonds, expressed or implied, is intended or shall be construed to confer upon
any Person, other than the Issuer, the Series 2017 Bondholders, any right, remedy or claim, legal
or equitable, under and by reason of the Resolution or of the Series 2017 Bonds, or any
provisions thereof, all provisions thereof being intended to be and being for the sole and
exclusive benefit of the Issuer, the Persons who shall from time to time be the Series 2017
Bondholders.
SECTION 17. Master Resolution to Continue in Force. The Master Resolution and all
the terms and provisions thereof, are and shall remain in full force and effect.
SECTION 18. Effective Date. This Resolution shall become effective immediately upon
its adoption as provided by law.
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Passed and Adopted this 21st day of March, 2017, at a regular meeting duly called and
held.
CITY COMMISSION OF THE CITY OF
OCOEE, FLORIDA
(SEAL)
Rusty Johnson,Mayor
ATTEST:
Melanie Sibbitt, City Clerk
FOR USE AND RELIANCE ONLY BY THE APPROVED BY THE OCOEE CITY
CITY OF OCOEE, APPROVED AS TO FORM COMMISSION AT A MEETING HELD ON
AND LEGALITY, THIS DAY OF MARCH 21, 2017 UNDER AGENDA ITEM
MARCH, 2017. NO.
CITY ATTORNEY
j:\wdox\docs\clients\25136\015\ordres\01184774.doc
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EXHIBIT A
Form of Purchase Contract
Exhibit "A"
$
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE
AND REFUNDING BONDS, SERIES 2017
PURCHASE CONTRACT
, 2017
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 (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 Capital Improvement Revenue and Refunding Bonds, Series 2017 (the
"Series 2017 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 2017 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 2017 Bonds is payable semi-annually
on April 1 and October 1 of each year, commencing , 201_. The purchase price
for the Series 2017 Bonds shall be $ (representing the par amount of the Series
2017 Bonds [plus/minus] a net [original issue discount/bond premium] 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 2017 Bonds are payable from and secured by a pledge of and lien on the
Pledged Funds, which consist of the Pledged Revenues and, until applied in accordance with the
provisions of the hereinafter-defined Resolution, all moneys, including investments thereof, in the
funds and accounts established thereunder. "Pledged Revenues" consist of the Half-Cent Sales
Tax Revenues, Communications Services Tax Revenues, and Public Services Tax Revenues (as
each of the foregoing is defined in the Resolution).
The Series 2017 Bonds are being issued under the authority of,and in full compliance with,
the Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida
Statutes,Chapter 218,Part VI,Florida Statutes,Chapter 202,Florida Statutes,and other applicable
provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2017- of the City
Commission of the City(the "City Commission"), adopted on , 2017, as amended and
supplemented from time to time,particularly as supplemented by Resolution No. 2017-_adopted
on , 2017 (collectively, the "Resolution"). All capitalized terms not defined herein
shall have the meanings ascribed thereto in the Resolution.
The Series 2017 Bonds are being issued to (i) refund the City's outstanding Capital
Improvement Refunding Revenue Note, Series 2011 (the "Series 2011 Note"), (ii) refund the
City's outstanding Transportation Improvement Refunding Revenue Note, Series 2012 (the
"Series 2012 Note" and, together with the Series 2011 Note, the "Refunded Notes"), (iii) finance
certain capital improvements within the City, as more particularly described herein (the "2017
Project"), and(iv) pay the cost of issuing the Series 2017 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 , 2017 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 2017 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 2017 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.
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The Underwriters agree to file the Official Statement with the MSRB's Electronic
Municipal Market Access System ("EMMA") at http://emma.msrb.org portal.
The Issuer authorizes, or ratifies as the case may be, the use and distribution by the
Underwriters of the Preliminary Official Statement, the Official Statement and the
Resolution in connection with the public offering and sale of the Series 2017 Bonds. The
Underwriters agree that they will not confirm the sale of any Series 2017 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 2017 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 2017 Bonds are
hereinafter included within the term "Official Statement." Unless the Underwriters shall
provide written notice to the Issuer on , 2017 (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 2017 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 2017 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 2017 Bonds, the
Series 2017 Bonds may be offered and sold to certain dealers (including dealers depositing such
Series 2017 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.
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The Representative agrees to deliver a certificate of the Underwriters at the Closing in
substantially the form attached hereto as Exhibit C.
5. Good Faith Deposit. The Underwriters have delivered herewith to the Issuer a
check for $ ( 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 2017 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 2017 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 2017 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 2017 Bonds to the Underwriters as described herein; to
provide funds,together with other legally available funds to refund the Refunded Notes; to
undertake the 2017 Project; to accept this Contract; to execute the Continuing Disclosure
Certificate dated as of the date of the Closing (or such other date as determined by the
Issuer), substantially in the form attached to the Preliminary Official Statement (the
"Disclosure Certificate"); to execute the Official Statement; and to carry out and
consummate all other transactions contemplated by the Official Statement and by each of
the aforesaid documents, agreements, resolutions and ordinances.
(b) By official action of the Issuer taken prior to or concurrently with the
acceptance hereof,the Issuer has duly adopted the Resolution, and the Resolution is in full
force and effect and has not been amended, modified or rescinded; the Issuer has duly
authorized and approved the execution and delivery of, and the performance by the Issuer
of its obligations contained in the Series 2017 Bonds, the Disclosure Certificate and this
Contract, and the consummation by it of all other transactions contemplated by the
Resolution, the Official Statement, the Disclosure Certificate and this Contract to have
been performed or consummated at or prior to the date of Closing, and the Issuer is in
compliance with the provisions of the Resolution.
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(c) When delivered to the Underwriters in accordance with the terms of this
Contract, the Disclosure Certificate and the Series 2017 Bonds will have been duly and
validly authorized, executed, issued and delivered, the Resolution will have been duly
adopted, and each such instrument will constitute a legal, valid and binding limited
obligation of the Issuer enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies
generally and to general principles of equity, and will be entitled to the benefits of the
Resolution; and the Resolution will provide, for the benefit of the holders, from time to
time, of the Series 2017 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 2017 Bonds, the Disclosure Certificate and this
Contract and the adoption of the Resolution and compliance with the provisions on the
Issuer's part contained in each, will not conflict with or constitute a breach of or default
under any constitutional provision, law, administrative regulation,judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
Issuer is a party or to which the Issuer or any of its properties or other assets is otherwise
subject,nor will any such execution,delivery,adoption or compliance result in the creation
or imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of the properties or the assets of the Issuer under the terms of any
such law, regulation or instrument, except as provided or permitted by the Series 2017
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 2017 Project or the due performance by the Issuer of its obligations
under this Contract, the Resolution, the Disclosure Certificate and the Series 2017 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 2017 Bonds or approvals, consents and
orders: (i) described in the Official Statement as not having been obtained, or (ii)
5
customarily granted in due course after application therefor and expected to be obtained
without material difficulty or delay.
(g) The Series 2017 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 2017 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 2017 Bonds, the Resolution and the
Disclosure Certificate contained in the Preliminary Official Statement and the Official
Statement are true and accurate in all material respects.
0) 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 2017 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 2017 Bonds or the collection or pledge
of the Pledged Revenues pledged to pay the principal of and interest on the Series 2017
Bonds, or which in any way contests or affects the validity or enforceability of the Series
2017 Bonds,the Resolution this Contract and the Disclosure Certificate, or any of them, or
6
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 2017 Bonds as described in the Preliminary Official Statement and the Official
Statement,or which contests the power of the Issuer or any authority or proceedings for the
issuance, sale or delivery of the Series 2017 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 2017 Bonds, the Resolution, the Disclosure Certificate 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 2017 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 2017 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 2017 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 2017 Bonds.
(o) Except as disclosed in the Preliminary Official Statement,the Issuer has not
in the past five years failed to comply in any material respect with any agreement to which
it is a party to provide continuing disclosure information pursuant to the Rule.
(p) The Issuer has the authority to undertake the 2017 Project and refund the
Refunded Notes 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 2017 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 2017 Bonds as set forth in Paragraph 1 hereof in Federal Funds to the Issuer. The
7
Issuer shall cause CUSIP identification numbers to be printed on the Series 2017 Bonds, but
neither the failure to print such number on any Series 2017 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
the Series 2017 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 2017 Bonds shall be made available to the
Underwriters no less than 24 hours before the Closing for purposes of inspecting and packaging.
The Series 2017 Bonds shall be prepared and delivered as fully registered Series 2017 Bonds
registered in such names and denominations as the Underwriters shall so designate to the Issuer
and the printer of the Series 2017 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 2017 Bonds shall be conditioned upon the performance by the Issuer of its
obligations to be performed hereunder, and under such documents and instruments at or prior to
the Closing, and shall also be subject to the following additional conditions:
(a) The representations, warranties, covenants and agreements of the Issuer
contained herein shall be true, complete and correct on the date hereof and on and as of the
date of the Closing, as if made on the date of the Closing;
(b) At the time of Closing, the Resolution, the Disclosure Certificate and this
Contract shall be in full force and effect and, except as approved in writing by the
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 2017 Bonds, the Resolution, the 2017 Project and the Disclosure
Certificate shall be in full force and effect and shall not have been amended, modified or
supplemented, except for amendments, modifications or supplements which have been
approved by the Underwriters 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
8
the form attached as Appendix D to the Official Statement and a reliance letter
pertaining to such opinion addressed to the Underwriters.
(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 "PURPOSE OF THE SERIES 2017 BONDS,' 'PLAN
OF REFUNDING," "DESCRIPTION OF THE SERIES 2017 BONDS" (except for
the statements and information under the subheading entitled "Book-Entry Only
System" as to which no opinion is expressed), and "SECURITY FOR THE
SERIES 2017 BONDS," insofar as such statements purport to be summaries of
certain provisions of the Resolution and the Series 2017 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 2017 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
9
has satisfied all conditions on its part to be performed or satisfied thereunder; (B)
the Official Statement did not as of its date, and does not as of the date of Closing,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances in which they were made not misleading (provided, that no opinion
is hereby expressed regarding the information contained therein relating to DTC
and its book-entry system); (C) except as disclosed in the Official Statement and
except for the issuance of the Series 2017 Bonds on the date of Closing, since
September 30, 2015, (i) no material and adverse change has occurred in the
financial position or results of operations of the Issuer, (ii) the Issuer has not
incurred any material liabilities payable from Pledged Revenues other than in the
ordinary course of business, and (iii) no material adverse change has occurred in
the collection of the Pledged Revenues; (D) the financial statements and other
historical financial and statistical data relating to the Issuer included in the Official
Statement are true and correct as of the date of such information; (E) no default
under the Resolution has occurred and is continuing, and the Issuer is not in breach
of the covenants and obligations assumed under the Resolution, and all payments
required to be made in the funds and accounts provided under the Resolution, if
any, have been made to the full extent required; (F) the Issuer is not and has not
been in default on any obligation issued or guaranteed by the Issuer at any time on
or after December 31, 1975; (G) except as disclosed in the Official Statement,there
is no action, suit,proceeding, inquiry or investigation, at law or in equity,before or
by any court, government agency or public board or body pending or threatened
against the Issuer, (i)to restrain or enjoin the issuance, sale or delivery of the Series
2017 Bonds, or in any way contesting or affecting any authority for the issuance of
the Series 2017 Bonds, the Resolution or the execution and delivery of the
Disclosure Certificate or the sale of the Series 2017 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 2017 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 2017 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.
10
(8) Executed copies of the Disclosure Certificate and this Contract.
(9) Evidence that S&P Global Ratings ("S&P") and Fitch Ratings
("Fitch")have issued ratings not lower than " " and " ," respectively, for
the Series 2017 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 2017 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 2017 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 2017 Bonds.
11
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 2017 Bonds contained in this Contract,
or if the obligations of the Underwriters to purchase,to accept delivery of and to pay for the Series
2017 Bonds shall be terminated for any reason permitted by this Contract, this Contract shall
terminate with respect to such Series 2017 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 2017 Bonds, or the ability of
the Underwriters to enforce contracts for the sale of the Series 2017 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 2017 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 2017 Bonds,the Resolution or any
comparable securities of the Issuer, are not exempt from the registration,
qualification or other requirements of the Securities Act or the Trust Indenture Act
or otherwise, or would be in violation of any provision of the federal securities
laws; or
(v) except as disclosed in or contemplated by the Official Statement,
any material adverse change in the affairs of the Issuer shall have occurred; or
(vi) any rating on securities of the Issuer which are secured by a pledge
or application of the Pledged Revenues on a parity with the Series 2017 Bonds 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 2017 Bonds or the ability of
the Underwriters to enforce contracts for the sale of the Series 2017 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 2017 Bonds shall have occurred; or
(e) any new restriction on transactions in securities materially affecting the
market for securities (including the imposition of any limitation on interest rates) or the
extension of credit by, or a charge to the net capital requirements of, underwriters shall
have been established by the New York Stock Exchange, the SEC, any other federal or
State agency or the Congress of the United States, or by Executive Order; or
(f) a decision by a court of the United States shall be rendered, or a stop order,
release,regulation or no-action letter by or on behalf of the SEC or any other governmental
agency having jurisdiction of the subject matter shall have been issued or made, to the
effect that the issuance, offering or sale of the Series 2017 Bonds,including the underlying
13
obligations as contemplated by this Contract or by the Official Statement, or any document
relating to the issuance, offering or sale of the Series 2017 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 2017 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 2017 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 2017 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, 501 N. Broadway, St. Louis, Missouri
63102, Attn: Director of Public Finance.
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 2017 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
14
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, as Representative
By:
Name: Margaret Lezcano
Its: Managing Director
16
Accepted by:
CITY OF OCOEE, FLORIDA
Robert D. Frank, City Manager
Attested by:
Melanie Sibbitt, City Clerk
17
EXHIBIT A
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE
AND REFUNDING BONDS, SERIES 2017
MATURITIES,AMOUNTS, INTEREST RATES, PRICES AND YIELDS
$ Serial Bonds
Maturity Price
([October 1]) Amount Interest Rate Yield
$ % Term Bonds, due October 1, 20 , Price , Yield %, CUSIP
REDEMPTION PROVISIONS
Optional Redemption. The Series 2017 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 2017 Bonds maturing on October 1, will be
subject to mandatory redemption prior to maturity,by lot, in such manner as the Paying Agent may
deem appropriate, at the Redemption Price of 100% of the principal amount of the Series 2017
Bonds so to be redeemed in the following Amortization Installments on October 1 in the years
specified:
Exhibit A-1
Amortization
Year Installments
$
*
*Final Maturity
Exhibit A-2
EXHIBIT B
$
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE
AND REFUNDING BONDS, SERIES 2017
DISCLOSURE STATEMENT
, 2017
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 2017 Bonds"), Stifel, Nicolaus & Company,
Incorporated (the "Representative") and RBC Capital Markets, LLC (together with the
Representative, collectively, the "Underwriters"), have agreed to underwrite a public offering of
such Series 2017 Bonds. Arrangements for underwriting the Series 2017 Bonds will include a
Purchase Contract dated the date hereof 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 2017 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 2017 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 2017 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 2017 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 Capital Improvement
Revenue and Refunding Bonds, Series 2017, to: (i) refund the Issuer's outstanding Capital
Improvement Refunding Revenue Note, Series 2011, (ii) refund the City's outstanding
Transportation Improvement Refunding Revenue Note, Series 2012, (iii) finance certain capital
improvements within the City, as more particularly described in the Purchase Contract, and (iv)
pay the cost of issuing the Series 2017 Bonds.
The Series 2017 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 2017 Bonds will be $
The payment of the principal of, premium, if any, and interest on the Series 2017 Bonds
shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Revenues.
Authorizing the Series 2017 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, as Representative
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
IPreo
Day Loan
DTC
CUSIP
Miscellaneous
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 (collectively, the
"Underwriters"), as underwriters of the $ stated principal amount of the City of
Ocoee, Florida Capital Improvement Revenue and Refunding Bonds, Series 2017 (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: , 2017. 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"
PRELIMINARY OFFICIAL STATEMENT DATED ,2017
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 2017 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 2017
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 2017 Bonds.
$
CITY OF OCOEE, FLORIDA
CAPITAL IMPROVEMENT REVENUE AND REFUNDING BONDS,
SERIES 2017
Dated:Date of Delivery Due:October 1,as shown on inside cover page
The$ Capital Improvement Revenue and Refunding Bonds, Series 2017 (the"Series
2017 Bonds") of the City of Ocoee, Florida (the "City"), will be issued as fully registered bonds, without
coupons, which initially will be registered in the name of Cede & Co., as nominee of The Depository
Trust Company ("DTC"). Individual purchases will be made in book-entry form only in denominations
of$5,000 and any integral multiple thereof. Purchasers of the Series 2017 Bonds (the"Beneficial Owners")
will not receive physical delivery of the Series 2017 Bonds. Transfer of ownership in the Series 2017
Bonds will be affected by DTC's book-entry system as described herein. As long as Cede & Co. is the
registered owner as nominee of DTC, principal and interest payments will be made directly to such
registered owner which will in turn remit such payments to the Participants (as defined herein) for
subsequent disbursement to the Beneficial Owners. The principal and the premium, if any, on the Series
2017 Bonds will be payable upon presentation and surrender thereof at the designated corporate trust
office of Regions Bank,Jacksonville, Florida, as Registrar and Paying Agent, or its successors. Interest on
the Series 2017 Bonds is payable semi-annually April 1 and October 1 of each year (first interest payment
due 1, 2017)by check or draft mailed by the Paying Agent (or by wire transfer from the Paying
Agent under certain circumstances) to the registered owner thereof at the close of business on the date
which shall be the fifteenth day of the calendar next preceding such interest payment date at the address
appearing on the registration books of the City.
The Series 2017 Bonds are subject to optional and mandatory redemption prior to maturity, as
more fully described herein. See "DESCRIPTION OF THE SERIES 2017 BONDS - Redemption
Provisions"herein.
The Series 2017 Bonds are being issued under the authority of, and in full compliance with, the
Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter
218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes and other
applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No.2017-_of the City
Commission of the City (the "City Commission"), adopted on , 2017, as amended and
supplemented from time to time, particularly as supplemented by Resolution No. 2017-_ adopted on
,2017(collectively,the"Resolution"). The Series 2017 Bonds are being issued to(i)refund the
City's outstanding Capital Improvement Refunding Revenue Note, Series 2011, (ii) refund the City's
outstanding Transportation Improvement Refunding Revenue Note, Series 2012, (iii) finance certain
capital improvements within the City, as more particularly described herein, and (iv) pay the cost of
issuing the Series 2017 Bonds[, including the payment of the premium on a municipal bond insurance
policy]. See "PURPOSE OF THE SERIES 2017 BONDS," "PLAN OF REFUNDING" and "THE 2017
PROJECT"herein.
The Series 2017 Bonds are secured by a pledge of and are payable solely from Pledged Revenues
(as described herein), and, until applied in accordance with the provisions of the Resolution, all moneys,
including investments thereof, in certain funds and accounts established by the Resolution, all in the
manner and to the extent described in the Resolution.
[The scheduled payment of principal of and interest on the Series 2017 Bonds when due will
be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of
the Series 2017 Bonds by
[INSURER LOGO]
THE SERIES 2017 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS
OR INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF
THE CITY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE
PLEDGED FUNDS. NO HOLDER OF ANY SERIES 2017 BOND SHALL EVER HAVE THE RIGHT
TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES
2017 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2017 BOND FROM ANY MONEYS
OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE
RESOLUTION.
This cover page contains certain information for quick reference only. It is not a summary of this
issue. Investors must read this entire official statement to obtain information essential to making an
informed investment decision.
The Series 2017 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. FirstSouthwest, 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 2017 Bonds will occur through the facilities of DTC in New York, New York,
on or about ,2017.
Stifel,Nicolaus&Company,Incorporated RBC Capital Markets
Dated: ,2017
*Preliminary,subject to change.
$ *
CITY OF OCOEE,FLORIDA
CAPITAL IMPROVEMENT REVENUE AND REFUNDING BONDS,
SERIES 2017
MATURITIES,AMOUNTS,INTEREST RATES,PRICES,YIELDS AND CUSIP NUMBERS
Maturity Principal Interest Initial CUSIP
(October 1) Amount Rate Price Yield Numbers**
$ %Term Bonds due October 1, ,Price Yield %Initial CUSIP Number. **
* Preliminary,subject to change.
** The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any
representation made by the City as to their correctness. The CUSIP Numbers provided herein are
included solely for the convenience of the readers of this Official Statement.
RED HERRING LANGUAGE:
This Preliminary Official Statement and the information contained herein are subject to completion or
amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell
or the solicitation of an offer to buy,nor shall there be any sale of the Series 2017 Bonds in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, qualification or
exemption under the securities laws of such jurisdiction. The City has deemed this Preliminary Official
Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12
promulgated by the Securities and Exchange Commission.
CITY OF OCOEE,FLORIDA
150 North Lakeshore Drive
Ocoee,Florida 34761
MAYOR
Rusty Johnson
THE CITY COMMISSION
Richard Firstner, Commissioner
John Grogan,Commissioner
Joel F.Keller,Commissioner
Rosemary Wilsen,Commissioner
CITY MANAGER
Robert D.Frank
CITY CLERK
Melanie Sibbitt
CITY ATTORNEY
Shuffield,Lowman&Wilson,P.A.
CHIEF ACCOUNTANT
Robert K.Briggs,Jr., CPA
BOND AND DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Tampa, Florida
FINANCIAL ADVISOR
FirstSouthwest,a Division of Hilltop Securities Inc.
Orlando,Florida
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 2017 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 2017
Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale. The information set forth herein has been obtained from the City, The Depository
Trust Company, [ (the"Insurer")] 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 2017 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 2017 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 2017 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
4
OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS
DESCRIBED UNDER"CONTINUING DISCLOSURE"HEREIN.
[THE INFORMATION RELATING TO THE INSURER CONTAINED HEREIN HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE CITY NOR THE
UNDERWRITERS AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION
SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE CITY NOR THE
UNDERWRITERS HAVE MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF
THE INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER
TO MEET ITS OBLIGATIONS UNDER THE MUNICIPAL BOND INSURANCE POLICY,IF ANY.
The Insurer makes no representation regarding the Series 2017 Bonds or the advisability of
investing in the Series 2017 Bonds. In addition, the Insurer has not independently verified, makes no
representation regarding, and does not accept any responsibility for the accuracy or completeness of
this Official Statement or any information or disclosure contained herein, or omitted herefrom, other
than with respect to the accuracy of the information regarding the Insurer, supplied by the Insurer,
and presented under the heading "MUNICIPAL BOND INSURANCE" and in "APPENDIX E -
Specimen Municipal Bond Insurance Policy"attached hereto.]
TABLE OF CONTENTS
Page
INTRODUCTION 1
PURPOSE OF THE SERIES 2017 BONDS 2
THE 2017 PROJECT 2
PLAN OF FINANCE 2
PLAN OF REFUNDING 2
ESTIMATED SOURCES AND USES OF BOND PROCEEDS 3
DEBT SERVICE SCHEDULE 4
DESCRIPTION OF THE SERIES 2017 BONDS 5
General
5
Book-Entry Only System 5
Transfer of Series 2017 Bonds 7
Bonds Mutilated, Destroyed,Stolen or Lost 9
Redemption Provisions 9
Notice of Redemption 10
Selection of Series 2017 Bonds to be Redeemed 11
Redemption of Portion of Series 2017 Bonds 11
Payment of Redeemed Series 2017 Bonds 11
SECURITY FOR THE SERIES 2017 BONDS 12
Sources of Payment 12
Funds and Accounts 12
Flow of Funds 13
No Reserve Funding 15
Construction Fund 16
Additional Parity Obligations 16
Subordinated Indebtedness 17
Investments 17
DESCRIPTION OF PLEDGED REVENUES 17
Local Government Half-Cent Sales Tax 17
Local Communications Services Tax 20
Public Service Tax 24
Outstanding Obligations 26
2015 Legislation 26
Recent Court Ruling Concerning State Communications Services Tax 26
Proposed Legislation 27
THE CITY 27
General
27
City Government 27
Administration 28
Annual Audit 29
Description of Financial Practices 29
Annual Budget 29
MUNICIPAL BOND INSURANCE 30
INVESTMENT POLICY 30
LITIGATION 30
LEGAL MATTERS 30
TAX MATTERS 31
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General 31
Information Reporting and Backup Withholding 32
Other Tax Matters 33
Tax Treatment of Original Issue Discount 33
Tax Treatment of Bond Premium 33
RATINGS 34
CONTINGENT FEES 34
UNDERWRITING 34
FINANCIAL STATEMENTS 35
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 35
CONTINUING DISCLOSURE 35
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 36
AUTHORIZATION OF OFFICIAL STATEMENT 36
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 -- FORM OF THE RESOLUTION
APPENDIX D -- FORM OF BOND COUNSEL OPINION
APPENDIX E -- FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX F SPECIMEN MUNICIPAL BOND INSURANCE POLICY
ii
OFFICIAL STATEMENT
relating to
CITY OF OCOEE,FLORIDA
Capital Improvement Revenue and Refunding Bonds,
Series 2017
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and the Appendices hereto,
is to furnish information with respect to the issuance by the City of Ocoee, Florida (the "City"), of its
$ * Capital Improvement Revenue and Refunding Bonds, Series 2017 (the "Series 2017
Bonds"). The Series 2017 Bonds are being issued under and pursuant to Resolution No. 2017-_ of the
City Commission of the City (the "City Commission"), adopted on , 2017, as amended and
supplemented from time to time, particularly as supplemented by Resolution No. 2017-_ adopted on
, 2017(collectively, the"Resolution") related to the issuance of the Series 2017 Bonds. The
Series 2017 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 2017 Bonds are being issued under the authority of, and in full compliance with, the
Constitution of the State of Florida, the Charter of the City, Chapter 166, Part II, Florida Statutes, Chapter
218, Part VI, Florida Statutes, Chapter 202, Florida Statutes, Chapter 212, Florida Statutes, and other
applicable provisions of law(collectively, the"Act")and the Resolution.
This Official Statement speaks only as of its date, and the information contained herein is subject to change.
Capitalized terms used herein will have the same meanings as given to them in the Resolution unless otherwise
defined herein or where the context would clearly indicate otherwise. The references, excerpts and summaries of all
documents referred to herein do not purport to be complete statements of the provisions of such documents, and
reference is made to the originals of all such documents for full and complete statements of all matters of fact
relating to the Series 2017 Bonds, the security for the payment of the Series 2017 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 2017 Bonds and the
Resolution, is to be construed as a contract between the Registered Owners of the Series 2017 Bonds and
the City.
On parity with any Additional Bonds which may be issued in the future, the Series 2017 Bonds
are limited obligations of the City payable from "Pledged Revenues" which consist of (1) revenues
received by the City from the Local Government Half-Cent Sales Tax Clearing Trust Fund pursuant to the
•Preliminary, subject to change.
1
provisions of Chapter 218, Part VI, Florida Statutes, (2) all revenues received by the City from the levy
and collection of the communications services tax pursuant to Chapter 202, Florida Statutes, except the
receipts of taxes levied pursuant to Section 202.12, Florida Statutes, and (3) all revenues received by the
City from the levy and collection of the public service tax pursuant to Ordinance No. 542 enacted by the
City Commission on October 19, 1971, as amended by Ordinance No. 92-20 enacted by the City
Commission on September 1, 1992, in accordance with and pursuant to Section 166.231, Florida Statutes.
The Series 2017 Bonds and any Additional Bonds issued pursuant to the Resolution shall be referred to
herein as the"Bonds." See"SECURITY FOR THE SERIES 2017 BONDS"herein.
PURPOSE OF THE SERIES 2017 BONDS
The Series 2017 Bonds are being issued to (i) refund the City's outstanding Capital Improvement
Refunding Revenue Note, Series 2011 (the "Refunded 2011 Note"), (ii) refund the City's outstanding
Transportation Improvement Refunding Revenue Note, Series 2012 (the "Refunded 2012 Note" and
together with the Refunded 2011 Note, the "Refunded Notes"), (iii) finance certain capital improvements
within the City, as more particularly described herein, and (iv) pay the cost of issuing the Series 2017
Bonds[,including the payment of the premium on a municipal bond insurance policy].
THE 2017 PROJECT
The "2017 Project" is defined to include the construction, designing, permitting, reconstruction,
acquisition and equipping of certain additions, extensions and improvements to public facilities within
the City, including, without limitation, the city hall relocation, the Lakeshore Center expansion, the
Lakefront Park improvements,Maine Street extension and Bluford Avenue reconstruction.
PLAN OF FINANCE
The City anticipates the issuance of a Stormwater Revenue Note during the fiscal year ending
September 30, 2017 in order to finance certain stormwater improvements. Such improvements will be
completed in connection with the City's downtown redevelopment plan, which includes, but is not
limited to, improvements to Bluford Avenue, improvements to city hall and Starke Lake Canal, and
improvements to downtown and Starke Lake Canal. That portion of the downtown redevelopment
improvements which relate to the City's stormwater system will be financed either with cash on hand at
the City as a part of its Capital Improvement Program or with proceeds of the Stormwater Revenue
Bonds, and not with proceeds of the Series 2017 Bonds. The 2017 Project is not dependent upon such
stormwater improvements being completed.
PLAN OF REFUNDING
The City has determined it to be in their best interests for restructuring purposes to provide for
payment of the Refunded Notes. Provision for payment will be accomplished through the issuance of the
Series 2017 Bonds and the use of a portion of the proceeds thereof, together with other legally available
funds of the City, if any, to prepay the Refunded Notes. The Refunded 2011 Note will be prepaid prior to
maturity on the date of issuance of the Series 2017 Bonds, at a prepayment price of one hundred percent
(100%)of the principal amount thereof, plus accrued interest to the prepayment date. The Refunded 2012
Note will be prepaid prior to maturity on the date of issuance of the Series 2017 Bonds, at a prepayment
price of one hundred percent (100%) of the principal amount thereof, plus accrued interest to the
prepayment date.
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ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The proceeds expected to be received from the sale of the Series 2017 Bonds, together with other
legally available funds of the City, are expected to be used as follows:
Sources of Funds
Par Amounts $
Plus/Minus: Net Original Issue Premium/Discount
Plus: Other Legally Available Funds
TOTAL SOURCES $
Uses of Funds
Prepay Refunded 2011 Note $
Prepay Refunded 2012 Note
Deposit to Construction Fund for the 2017 Project
Costs of Issuance(1)
TOTAL USES $
(1) Includes financial advisor fees and expenses, Underwriters' discount, legal counsel fees and
expenses, rating agency fees, bond registrar and paying agent fees, dissemination agent fees,
printing costs, municipal bond insurance premium, and other costs associated with the issuance
of the Series 2017 Bonds.
[Remainder of page intentionally left blank]
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DEBT SERVICE SCHEDULE
The following table sets forth the estimated debt service payments on the Series 2017 Bonds.
Year Ending Total
October 1 Principal Interest Debt Service
[Remainder of page intentionally left blank]
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DESCRIPTION OF THE SERIES 2017 BONDS
General
The Series 2017 Bonds will be issued as fully registered bonds in the denomination of$5,000 each
or integral multiples thereof and will be initially registered to Cede & Co., as nominee of The Depository
Trust Company("DTC"), New York, New York, which will act as securities depository for the Series 2017
Bonds. Unless the book-entry only system is discontinued as described herein, individual purchases of
the Series 2017 Bonds will be made in book-entry form only, and the purchasers will not receive physical
delivery of the Series 2017 Bonds or any certificate representing their beneficial ownership interests in the
Series 2017 Bonds. See"-Book Entry Only System"below.
The principal and the premium, if any, on the Series 2017 Bonds will be payable upon
presentation and surrender thereof at the designated corporate trust office of Regions Bank, Jacksonville,
Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 2017 Bonds is payable
semi-annually April 1 and October 1 of each year (first interest payment due 1, ) by check
or draft mailed by the Paying Agent (or by wire transfer from the Paying Agent under certain
circumstances) to the registered owner thereof at the close of business on the date which shall be the
fifteenth day of the calendar month next preceding such interest payment date at the address appearing
on the registration books of the City maintained by Regions Bank,Jacksonville,Florida.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY
("DTC") AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT
THE CITY BELIEVES TO BE RELIABLE. THE CITY TAKES NO RESPONSIBILITY FOR THE
ACCURACY THEREOF.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2017 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2017
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2017 BONDS SHALL MEAN CEDE &
CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2017 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2017 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2017 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2017 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2017 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2017 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 2017 Bonds. The Series 2017 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 2017 Bond certificate will be issued for each maturity of the Series 2017 Bonds as set forth on the
inside cover of this Official Statement, each in the aggregate principal amount of such maturity, and will
be deposited with DTC.
5
DTC, the world's largest securities depository, is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over
3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money
market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust&Clearing Corporation ("DTCC"). DTCC is the holding company for
DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly("Indirect Participants"). The Direct Participants and
the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P
Global 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 2017 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2017 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2017 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 2017 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 2017 Bonds, except in the event that use of
the book-entry system for the Series 2017 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2017 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 2017 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 2017 Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2017
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 2017 Bonds may wish to
6
take certain steps to augment the transmission to them of notices of significant events with respect to the
Series 2017 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example, Beneficial Owners of Series 2017 Bonds may wish to ascertain that the nominee
holding the Series 2017 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the
Registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2017 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 2017 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 2017 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Payment of principal, redemption premium, if any, and interest on the Series 2017 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 2017 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 2017 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 2017 Bond certificates will be printed and
delivered to DTC.
Transfer of Series 2017 Bonds
So long as the Series 2017 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to registration, transfer and exchange of Series 2017 Bonds do not apply to the Series 2017
Bonds.
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Series 2017 Bonds, upon surrender thereof at the office of the Registrar with a written instrument
of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's attorney
duly authorized in writing, may, at the option of the Holder thereof,be exchanged for an equal aggregate
principal amount of registered Series 2017 Bonds, maturity of any other authorized denominations and
type (e.g., Serial Bonds will be exchanged for Serial Bonds and Capital Appreciation Bonds will be
exchanged for Capital Appreciation Bonds).
The Series 2017 Bonds issued under the Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in the Resolution and in the Series
2017 Bonds. So long as any of the Series 2017 Bonds shall remain Outstanding, the City shall maintain
and keep, at the office of the Registrar,books for the registration and transfer of the Series 2017 Bonds.
Each Series 2017 Bond shall be transferable only upon the books of the City, at the office of the
Registrar, under such reasonable regulations as the City may prescribe, by the Holder thereof in person
or by such Holder's attorney duly authorized in writing upon surrender thereof together with a written
instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such
Holder's duly authorized attorney. Upon the transfer of any such Series 2017 Bond, the City shall issue,
and cause to be authenticated, in the name of the transferee a new Series 2017 Bond or Series 2017 Bonds
of the same aggregate principal amount and Series and maturity as the surrendered Series 2017 Bond.
The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the Person in
whose name any Outstanding Series 2017 Bond shall be registered upon the books of the City as the
absolute owner of such Series 2017 Bond, whether such Series 2017 Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and
interest on such Series 2017 Bond and for all other purposes, and all such payments so made to any such
Holder or upon such Holder's order shall be valid and effectual to satisfy and discharge the liability upon
such Series 2017 Bond to the extent of the sum or sums so paid and neither the City nor the Registrar nor
any Paying Agent or other fiduciary of the City shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to the Series 2017
Bonds,forthwith(A)following the fifteenth day prior to an Interest Date for such Series; (B)following the
fifteenth day next preceding the date of first mailing of notice of redemption of any Series 2017 Bonds;
and (C) at any other time as reasonably requested by the Paying Agent of such Series, shall certify and
furnish to such Paying Agent the names, addresses and holdings of Series 2017 Bondholders and any
other relevant information reflected in the registration books. Any Paying Agent of any fully registered
Series 2017 Bond shall effect payment of interest on such Series 2017 Bonds by mailing a check or draft to
the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder,
transmit such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Series 2017 Bonds or transferring Series 2017
Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver such Series 2017
Bonds in accordance with the provisions of the Resolution. Execution of Series 2017 Bonds pursuant to
the Resolution for purposes of exchanging, replacing or transferring Series 2017 Bonds may occur at the
time of the original delivery of the Series 2017 Bonds are a part. All Series 2017 Bonds surrendered in any
such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the City to be
canceled by the Registrar. For every such exchange or transfer of Series 2017 Bonds, the City or the
Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental
charge required to be paid with respect to such exchange or transfer. The City and the Registrar shall not
8
be obligated to make any such exchange or transfer of Series 2017 Bonds during the fifteen days next
preceding an Interest Date on the Series 2017 Bonds (other than Variable Rate Bonds), or, in the case of
any proposed redemption of Series 2017 Bonds, then during the fifteen days next preceding the date of
the first mailing of notice of such redemption and continuing until such redemption date.
Bonds Mutilated,Destroyed, Stolen or Lost
In case any Series 2017 Bond shall become mutilated, or be destroyed,stolen or lost, the City may,
in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2017 Bond of like
tenor as the Series 2017 Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds will be exchanged
for Serial Bonds and Capital Appreciation Bonds will be exchanged for Capital Appreciation Bonds), in
exchange and substitution for such mutilated Series 2017 Bond upon surrender and cancellation of such
mutilated Series 2017 Bond or in lieu of and substitution for the Series 2017 Bond destroyed, stolen or lost,
and upon the Holder furnishing the City and the Registrar proof of such Holder's ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and conditions as the City
or the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. All
Series 2017 Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any of
the Series 2017 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2017
Bond, the City may pay the same or cause the Series 2017 Bond to be paid, upon being indemnified as
aforesaid,and if such Series 2017 Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Series 2017 Bonds issued pursuant to the Resolution shall constitute original,
additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed
Series 2017 Bond be at any time found by anyone, and such duplicate Series 2017 Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other
Series 2017 Bonds issued pursuant to the Resolution.
Redemption Provisions
Optional Redemption
The Series 2017 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 2017 Bonds maturing on October 1, will be subject to mandatory redemption prior
to maturity, by lot, in such manner as the Paying Agent may deem appropriate, at the Redemption Price
of 100% of the principal amount of the Series 2017 Bonds so to be redeemed in the following
Amortization Installments on October 1 in the years specified:
9
Amortization
Year Installments
$
*
*Final Maturity
Notice of Redemption
Unless waived by any Holder of Series 2017 Bonds to be redeemed, notice of any redemption
made pursuant to the Resolution shall be given by the Registrar on behalf of the City by mailing a copy of
an official redemption notice by registered or certified mail at least thirty days and not more than sixty
days prior to the date fixed for redemption to each Holder of Series 2017 Bonds to be redeemed at the
address of such Holder shown on the registration books maintained by the Registrar or at such other
address as shall be furnished in writing by such Holder to the Registrar; provided, however, that no
defect in any notice given pursuant to the Resolution to any Holder of Series 2017 Bonds to be redeemed
nor failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as to
all other Holders of Series 2017 Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
1. the redemption date,
2. the Redemption Price,
3. if less than all Outstanding Series 2017 Bonds are to be redeemed,the number
(and, in the case of a partial redemption of any Series 2017 Bond,the principal amount)of each
Series 2017 Bond to be redeemed,
4. that,on the redemption date, the Redemption Price will become due and payable
upon each such Series 2017 Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
5. that such Series 2017 Bonds to be redeemed, whether as a whole or in part,are to
be surrendered for payment of the Redemption Price at the designated office of the Registrar.
Prior to any redemption date, the City shall deposit with the Registrar an amount of money
sufficient to pay the Redemption Price of all the Series 2017 Bonds or portions of Series 2017 Bonds which
are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Series 2017 Bonds or portions of
Series 2017 Bonds to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the City shall default in the
payment of the Redemption Price) such Series 2017 Bonds or portions of Series 2017 Bonds shall cease to
bear interest. Upon surrender of such Series 2017 Bonds for redemption in accordance with said notice,
such Series 2017 Bonds shall be paid by the Registrar at the Redemption Price. Installments of interest
due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Series 2017 Bond, there shall be prepared for the Holder a
10
new Series 2017 Bond or Series 2017 Bonds of the same maturity in the amount of the unpaid principal of
such partially redeemed Series 2017 Bond. All Series 2017 Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
Notwithstanding the foregoing or any other provision of the Resolution, notice of optional
redemption pursuant to the Resolution may be conditioned upon the occurrence or non-occurrence of
such event or events as shall be specified in such notice of optional redemption and may also be subject to
rescission by the City if expressly set forth in such notice.
Selection of Series 2017 Bonds to be Redeemed
The Series 2017 Bonds shall be redeemed only in the principal amount of$5,000 each and integral
multiples thereof. The City shall, at least sixty days prior to the redemption date (unless a shorter time
period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the
principal amount of Series 2017 Bonds to be redeemed. For purposes of any redemption of less than all of
the Outstanding Series 2017 Bonds of a single maturity, the particular Series 2017 Bonds or portions of
Series 2017 Bonds to be redeemed shall be selected not more than forty-five days prior to the redemption
date by the Registrar from the Outstanding Series 2017 Bonds of the maturity or maturities designated by
the City by such method as the Registrar shall deem fair and appropriate and which may provide for the
selection for redemption of Series 2017 Bonds or portions of Series 2017 Bonds in principal amounts of
$5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar
shall promptly notify the City and Paying Agent (if the Registrar is not the Paying Agent for such Series
2017 Bonds) in writing of the Series 2017 Bonds or portions of Series 2017 Bonds selected for redemption
and, in the case of any Series 2017 Bond selected for partial redemption, the principal amount thereof to
be redeemed.
Redemption of Portion of Series 2017 Bonds
Any Series 2017 Bond which is to be redeemed only in part shall be surrendered at any place of
payment specified in the notice of redemption (with due endorsement by, or written instrument of
transfer in form satisfactory to, the Registrar duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the City shall execute and the Registrar shall authenticate and
deliver to the Holder of such Series 2017 Bond, without service charge, a new Series 2017 Bond or Bonds,
of the same interest rate and maturity, and of any authorized denomination as requested by such Holder,
in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Series 2017 Bonds so surrendered.
Payment of Redeemed Series 2017 Bonds
Notice of redemption having been given substantially as aforesaid, the Series 2017 Bonds or
portions of Series 2017 Bonds so to be redeemed shall, on the redemption date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the City shall default in
the payment of the Redemption Price)such Series 2017 Bonds or portions of Series 2017 Bonds shall cease
to bear interest. Upon surrender of such Series 2017 Bonds for redemption in accordance with said notice,
such Series 2017 Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption
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Price, plus accrued interest. All Series 2017 Bonds which have been redeemed shall be canceled by the
Registrar and shall not be reissued.
SECURITY FOR THE SERIES 2017 BONDS
Sources of Payment
The Series 2017 Bonds are limited obligations of the City payable from the Pledged Funds.
Pledged Funds" means the Pledged Revenues and until applied in accordance with the provisions of the
Resolution, all moneys, including investments thereof, in the funds and accounts established thereunder,
other than the Unrestricted Revenue Account; provided, however, that proceeds deposited in the
Construction Fund in connection with the issuance of a particular Series of Bonds shall only secure such
Series. "Pledged Revenues" means the Half-Cent Sales Tax Revenues, Communications Services Tax
Revenues, and Public Services Tax Revenues, and shall not include any direct subsidy payments received
from the United States Treasury relating to Direct Subsidy Bond or any other interest subsidy or similar
payments made by the Federal Government until deposited into the Interest Account. "Half-Cent Sales
Tax Revenues" means monies received by the City from the Local Government Half-Cent Sales Tax
Clearing Trust Fund pursuant to the provisions of Chapter 218, Part VI, Florida Statutes.
"Communications Services Tax Revenues" means mean all revenues received by the Issuer from the levy
of Communications Services Tax. "Communications Services Tax" means the taxes on local
communications services levied by the City pursuant to Chapter 202, Florida Statutes, except the receipts
of taxes levied pursuant to Section 202.12, Florida Statutes. "Public Services Tax Revenues" means all
revenues received by the City from the levy of Public Services Taxes. "Public Services Tax" means such
tax as levied and collected by the Issuer pursuant Ordinance No. 542 enacted by the City Commission on
October 19, 1971, as amended by Ordinance No. 92-20 enacted by the City Commission on September 1,
1992, in accordance with and pursuant to Section 166.231, Florida Statutes also referred to from time to
time as the utility service tax.
THE SERIES 2017 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE
SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO
HOLDER OF ANY SERIES 2017 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE
OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2017 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2017 BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE
PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION.
Funds and Accounts
The City covenanted and agreed in the Resolution to establish with a bank or trust company in
the State of Florida, which is eligible under the laws of such State to receive funds of the City, separate
funds to be known as the "Revenue Fund," the "Debt Service Fund," and the "Construction Fund." The
City shall maintain in the Revenue Fund two accounts: the "Restricted Revenue Account" and the
"Unrestricted Revenue Account." The City shall maintain in the Debt Service Fund four accounts: the
"Interest Account," the "Principal Account," the "Bond Amortization Account," and the "Reserve
Account." Moneys in the aforementioned funds and accounts, other than the Unrestricted Revenue
Account, until applied in accordance with the provisions of the Resolution, shall be subject to a lien and
charge in favor of the Holders and for the further security of the Holders.
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The City shall at any time and from time to time appoint one or more qualified depositories to
hold, for the benefit of the Bondholders, any one or more of the funds and accounts established by the
Resolution. Such depository or depositories shall perform at the direction of the City the duties of the
City in depositing, transferring and disbursing moneys to and from each of such funds and accounts as
set forth in the Resolution, and all records of such depository in performing such duties shall be open at
all reasonable times to inspection by the City and its agents and employees.
The moneys required to be accounted for in each of the foregoing funds and accounts established
in the Resolution may be deposited in a single bank account,and funds allocated to the various funds and
accounts established therein may be invested in a common investment pool, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit
therein and such investments for the various purposes of such funds and accounts as therein provided.
The designation and establishment of the various funds and accounts in and by the Resolution
shall not be construed to require the establishment of any completely independent, self-balancing funds
as such term is commonly defined and used in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for
application of such revenues as therein provided.
Flow of Funds
Beginning on the date the Series 2017 Bonds are issued, the City shall deposit the Pledged
Revenues (only to the extent a sufficient amount is not already on deposit from other legally available
revenue sources of the City in amounts sufficient to satisfy all payment obligations under the Resolution),
and any direct subsidy payments received from the United States Treasury relating to Direct Subsidy
Bonds or any other interest subsidy or similar payments made by the Federal government, into the
Restricted Revenue Account promptly upon receipt thereof. The moneys in the Restricted Revenue
Account shall be deposited or credited on or before the 21st day of each month, commencing with the
month in which delivery of the Series 2017 Bonds shall be made to the purchaser or purchasers thereof,or
such later date as hereinafter provided,in the following manner and in the following order of priority:
1. Interest Account. The City shall deposit into or credit to the Interest Account the sum
which, together with the balance in said Account, shall equal the interest on all Outstanding Bonds
accrued and unpaid and to accrue to the end of the then current calendar month. Moneys in the Interest
Account shall be used to pay interest on the Bonds as and when the same become due, whether by
redemption or otherwise, and for no other purpose. The City shall adjust the amount of the deposit into
the Interest Account not later than the month immediately preceding any Interest Date so as to provide
sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest
Date. Any direct subsidy payments received from the United States Treasury relating to Direct Subsidy
Bonds or any other interest subsidy or similar payments made by the Federal government shall be used
to pay interest on Bonds issued as Direct Subsidy Bonds.
2. Principal Account. Next, the City shall deposit into or credit to the Principal Account the
sum which, together with the balance in said Account, shall equal the principal amounts on all
Outstanding Bonds due and unpaid and that portion of the principal next due within one year which
would have accrued on said Bonds during the then current calendar month if such principal amounts
were deemed to accrue monthly (assuming that a year consists of twelve equivalent calendar months of
thirty days each) in equal amounts from the next preceding principal payment due date, or, if there is no
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a
such preceding principal payment due date, from a date one year preceding the due date of such
principal amount. Moneys in the Principal Account shall be used to pay the principal of the Bonds as and
when the same shall mature, and for no other purpose. The City shall adjust the amount of deposit to the
Principal Account not later than the month immediately preceding any principal payment date so as to
provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on such
principal payment date.
3. Bond Amortization Account. Commencing in the month which is one year prior to any
Amortization Installment due date,the City shall deposit into or credit to the Bond Amortization Account
the sum which, together with the balance in said Account, shall equal the Amortization Installments on
all Bonds Outstanding due and unpaid and that portion of the Amortization Installments of all Bonds
Outstanding next due which would have accrued on such Bonds during the then current calendar month
if such Amortization Installments were deemed to accrue monthly (assuming that a year consists of
twelve equivalent calendar months having thirty days each) in equal amounts from the next preceding
Amortization Installment due date, or, if there is no such preceding Amortization Installment due date,
from a date one year preceding the due date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term Bonds in the manner provided in the
Resolution, and for no other purpose. The City shall adjust the amount of the deposit into the Bond
Amortization Account not later than the 21st month immediately preceding any date for payment of an
Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the
Amortization Installments on the Bonds coming due on such date. Payments to the Bond Amortization
Account shall be on a parity with payments to the Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any Amortization
Installment (together with amounts accumulated in the Interest Account with respect to interest, if any,
on the Term Bonds for which such Amortization Installment was established)may be applied by the City,
on or prior to the sixtieth day preceding the due date of such Amortization Installment(a)to the purchase
of Term Bonds of the Series and maturity for which such Amortization Installment was established, at a
price not greater than the Redemption Price at which such Term Bonds may be redeemed on the first date
thereafter on which such Term Bonds shall be subject to redemption, or (b) to the redemption at the
applicable Redemption Price of such Term Bonds, if then redeemable by their terms. The applicable
Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or
redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization
Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after
the sixtieth day preceding the due date of any such Amortization Installment, the City shall proceed to
call for redemption on such due date, by causing notice to be given as provided in the Resolution, Term
Bonds of the Series and maturity for which such Amortization Installment was established (except in the
case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary
to complete the retirement of the unsatisfied balance of such Amortization Installment. The City shall
pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents,on
or before the day preceding such redemption date (or maturity date), the amount required for the
redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied
by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase
or redemption of Term Bonds shall be paid by the City from the Revenue Fund.
4. Reserve Account. Next, the City shall deposit into or credit to the Reserve Account
and/or any subaccount hereafter created therein a sum sufficient to maintain therein an amount equal to
the applicable Reserve Account Requirement. Moneys in the Reserve Account(or any subaccount therein)
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shall be used only for the purpose of the payment of maturing principal, interest or Amortization
Installments on the Bonds which are secured thereby when the other moneys in the Debt Service Fund
are insufficient therefor, and for no other purpose. However, whenever the moneys on deposit in the
Reserve Account (or any subaccount therein) exceed the applicable Reserve Account Requirement, such
excess shall be withdrawn and deposited into the Interest Account.
Upon the issuance of any Additional Bonds under the terms, limitations and conditions as
provided in the Resolution, the City may, on the date of delivery of such Additional Bonds, create and
establish a separate subaccount in the Reserve Account to secure such Series of Bonds, and may also
establish an applicable Reserve Account Requirement. Such required sum may be paid in full or in part
from the proceeds of such Additional Bonds.
Notwithstanding the foregoing provisions, in lieu of the required cash deposits into the Reserve
Account(or any subaccounts therein), subject to the written consent of the Insurer or Insurers, if any, the
City may, at any time, cause to be deposited into the Reserve Account (or any subaccounts therein) a
surety bond, irrevocable letter of credit, guaranty or an insurance policy for the benefit of the applicable
Bondholders in an amount equal to the difference between the applicable Reserve Account Requirement
and the sums then on deposit in the Reserve Account and/or subaccount therein. Such surety bond,
irrevocable letter of credit, guaranty or insurance policy shall be payable to the Paying Agent (upon the
giving of notice as required thereunder) on any Interest Date on which a deficiency exists which cannot
be cured by funds in any other fund or account held pursuant to the Resolution and available for such
purpose. Repayment of draws made from a surety bond, irrevocable letter of credit, guaranty or an
insurance policy provided pursuant to this paragraph, shall be made in accordance with a Supplemental
Resolution.
Whenever the amount in the Reserve Account or any subaccount therein, together with the other
amounts in the Debt Service Fund, are sufficient to fully pay all applicable Outstanding Bonds in
accordance with their terms (including principal or applicable Redemption Price and interest thereon),
the funds on deposit in the Reserve Account (or any subaccounts therein) may be transferred to the other
accounts of the Debt Service Fund for the payment of such Bonds.
5. Unrestricted Revenue Account. The balance of any moneys after the deposits required
by the Resolution may be transferred, at the discretion of the City, to the Unrestricted Revenue Account
or to any other appropriate fund or account of the City and be used for any lawful purpose.
The City, in its discretion, may use moneys in the Principal Account and the Interest Account to
purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or
redemption does not adversely affect the City's ability to pay the principal or interest coming due on such
principal payment date on the Bonds not so purchased or redeemed.
No Reserve Funding
The City has established and created the 2017 Reserve Account in the Reserve Fund; provided,
however, that the Reserve Requirement which is applicable to the 2017 Reserve Account is zero dollars
($0.00). The Series 2017 Bonds shall not be secured by any other account or subaccount in the Reserve
Fund.
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Construction Fund
The City covenanted and agreed to use moneys on deposit in the Construction Fund used only
for payment of the Cost of a Project. Moneys in the Construction Fund which derive from a particular
Series of Bonds, until applied in payment of any item of the Cost of a Project, in the manner provided in
the Resolution, shall be held in trust by the City and shall be subject to a lien and charge in favor of the
Holders of such Series of Bonds and for the further security of such Holders.
Additional Parity Obligations
No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to the
Resolution, shall be issued except upon the conditions and in the manner provided in the Resolution.
The City may issue one or more Series of Additional Bonds for any one or more of the following purposes:
financing or refinancing the Cost of an Additional Project, or the completion thereof or of the Initial
Project of the City, or refinancing Subordinate Indebtedness.
No such Additional Bonds shall be issued unless the following conditions are complied with:
1. There shall have been obtained and filed with the City a statement of the Finance
Director (1) setting forth the amount of the Pledged Revenues which have been received by the City
during the most recent Fiscal Year for which audited financial statements are available; and (2) stating
that the amount of the Pledged Revenues received during the aforementioned twelve month period
equaled at least 1.35 times the Maximum Annual Debt Service of all Bonds then Outstanding including
such proposed Additional Bonds with respect to which such statement is made (together with Policy
Costs). "Policy Costs" means any repayment or payment obligations due and owing in connection with
on any surety bond on deposit in the Reserve Account. In the event the Act is amended to provide for
additional Pledged Revenues to be distributed to the City, the City may then for the purpose of
determining whether there are sufficient Pledged Revenues to meet the coverage tests specified in the
Resolution, have the Finance Director assume that such additional Pledged Revenues were in effect
during the applicable Fiscal Year.
For the purposes of the covenants contained in the Resolution, Annual Debt Service with respect
to Variable Rate Bonds shall be determined assuming that such obligations bear interest at the higher of
6.00% per annum or the actual interest rate borne during the month immediately preceding the date of
calculation. The foregoing notwithstanding, for purposes of calculating Annual Debt Service, any
Variable Rate Bonds with respect to which the City has entered into an interest rate swap or interest rate
cap for a notional amount equal to the principal amount of such variable rate indebtedness shall be
treated for purposes of the Resolution as bearing interest at a fixed rate equal to the fixed rate payable by
the City under the interest rate swap, or the capped rate provided by the interest rate cap.
2. Additional Bonds shall be deemed to have been issued pursuant to the Resolution the
same as the Outstanding Bonds, and all of the other covenants and other provisions of the Resolution
(except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit,
protection and security of the Holders of all Bonds issued pursuant to the Resolution. All Bonds,
regardless of the time or times of their issuance, shall rank equally with respect to their lien on the
Pledged Funds and their sources and security for payment therefrom without preference of any Bond
over any other.
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3. In the event any Additional Bonds are issued for the purpose of refunding any Bonds
then Outstanding, the conditions described above shall not apply, provided that the issuance of such
Additional Bonds shall not result in an increase in the aggregate amount of Annual Debt Service on the
Outstanding Bonds becoming due in the current Bond Year or in any subsequent Bond Years. The
conditions described above shall apply to Additional Bonds issued to refund Subordinated Indebtedness
and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this
paragraph.
Subordinated Indebtedness
The City will not issue any other obligations, except under the conditions and in the manner
provided in the Resolution, payable from the Pledged Funds or voluntarily create or cause to be created
any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity
with the lien thereon in favor of the Bonds and the interest thereon. The City may at any time or from
time to time issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and
which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be,
and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by
the Resolution. The City shall have the right to covenant with the holders from time to time of any
Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any
Additional Bonds may be issued pursuant to the Resolution. The City has agreed in the Resolution to
pay promptly any Subordinated Indebtedness as the same shall become due.
Investments
The Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be
continuously secured in the manner by which the deposit of public funds are authorized to be secured by
the laws of the State and the investment policy of the City. Moneys on deposit in the Construction Fund,
the Restricted Revenue Account and the Debt Service Fund may be invested and reinvested in Permitted
Investments maturing no later than the date on which the moneys therein will be needed. Any and all
income received by the City from the investment of moneys in each account of the Construction Fund,the
Interest Account, the Principal Account, the Bond Amortization Account, the Reserve Account or any
subaccounts therein (but only to the extent that the amount therein is less than the applicable Reserve
Account Requirement) and the Restricted Revenue Account shall be retained in such respective Fund or
Account unless otherwise required by applicable law. To the extent that the amount in the Reserve
Account or any subaccounts therein is equal to or greater than the applicable Reserve Account
Requirement, any and all income received by the City from the investment of moneys therein shall be
transferred, upon receipt, and deposited into the Interest Account. See "APPENDIX C — Form of the
Resolution"attached hereto for the definition of"Permitted Investments."
DESCRIPTION OF PLEDGED REVENUES
Local Government Half-Cent Sales Tax
Chapter 212, Florida Statutes, authorizes the levy and collection by the State of a sales tax upon,
among other things, the sales price of each item or article of tangible personal property sold at retail in
the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the
Local Government Half-Cent Sales Tax Program (the "Half-Cent Sales Tax Program") which distributes a
portion of the sales tax revenue and money from the State's General Revenue Fund to counties and
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municipalities that meet strict eligibility requirements. In 1982, when the Half-Cent Sales Tax Program
was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the
fifth cent was devoted to the Half-Cent Sales Tax Program, thus giving rise to the name "Half-Cent Sales
Tax." Although the amount of sales tax revenue deposited into the Half-Cent Sales Tax Program is no
longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name
"Half-Cent Sales Tax" has continued to be utilized. As of October 1, 2001, the Local Government Half-
Cent Sales Tax Clearing Trust Fund (the "Half-Cent Sales Tax Trust Fund") began receiving a portion of
certain taxes imposed by the State on communications services pursuant to Chapter 202, Florida Statutes.
Accordingly, moneys distributed from the Half-Cent Sales Tax Trust Fund now consist of funds derived
from both general sales tax proceeds and certain taxes imposed on the sales of communications services
required to be deposited into the Half-Cent Sales Tax Trust Fund.
The Half-Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at
retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State
on a monthly basis. Chapter 218, Part VI, Florida Statutes, (the "Sales Tax Act") provides for penalties
and fines, including criminal prosecution, for non-compliance with the provisions thereof.
The general rate of sales tax in the State is currently 6%. Section 212.20, Florida Statutes,provides
for the distribution of 8.9744% of sales tax revenues to the Half-Cent Sales Tax Trust Fund, after
providing for certain transfers to the State's General Fund and the Public Employees Relations
Commission Trust Fund. Such amount deposited in the Half-Cent Sales Tax Trust Fund is earmarked for
distribution to the governing body of such county and each eligible municipality within that county
pursuant to the following distribution formula:
County Share
(percentage of total Half-Cent = unincorporated + 2/3 incorporated
Sales Tax receipts) area population area population
total county population + 2/3 incorporated
area population
Municipality Share
(percentage of total Half-Cent = municipality population
Sales Tax receipts) total county population + 2/3 incorporated
area population
For purposes of the foregoing formula, "population" is based upon the latest official State
estimate of population certified prior to the beginning of the local government fiscal year. Should the
City annex any area or should any area of the City de-annex from the City, the share of the Half-Cent
Sales Tax received by the City would be respectively increased or decreased according to the foregoing
formula.
The Half-Cent Sales Taxes are distributed from the Half-Cent Sales Tax Trust Fund on a monthly
basis to participating units of local government in accordance with the Sales Tax Act. The Sales Tax Act
permits the City to pledge its share of the Half-Cent Sales Tax for the payment of principal of and
interest on any capital project.
To be eligible to participate in the Half-Cent Sales Tax Program, each municipality and county is
required to have satisfied these Eligibility Requirements (defined below).The City must have:
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(i) reported its finances for its most recently completed fiscal year to the Florida
Department of Banking and Finance as required by Florida law;
(ii) made provisions for annual post audits of financial accounts in accordance with
provisions of law;
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special mileages authorized by the voters, to produce the
revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable
values or, in order to produce revenue equivalent to that which would otherwise be
produced by such 3 mill ad valorem tax, to have received certain revenues from a
county(in the case of a municipality), collected an occupational license tax, utility tax, or
ad valorem tax, or any combination of those three sources;
(iv) certified that persons in its employ as law enforcement officers meet certain
qualifications for employment,and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment
qualifications and are eligible for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the
general budget of such county or municipality has met the provisions for annual post
audit of its financial accounts in accordance with law;and
(vii) certified to FDOR that it has complied with certain procedures regarding the
establishment of the ad valorem tax millage of a county or municipality as required by
law.
The requirements described in (i) through (vii) are referred to herein as the "Eligibility
Requirements". If the City does not comply with the Eligibility Requirements, the City would lose its
Half-Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of
noncompliance" by FDOR. The City has continuously maintained eligibility to receive the Half-Cent
Sales Tax.
Although the Sales Tax Act does not impose any limitation on the number of years during which
the City can receive distribution of the Half-Cent Sales Tax Revenues from the Half-Cent Sales Tax Trust
Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional
requirements of eligibility for counties and municipalities participating in the Half-Cent Sales Tax
Program, and it is not unusual for the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida
Statutes, to be revised from time to time.
The City receives approximately 2.60% of the Half-Cent Sales Tax collected within Orange
County,Florida(the"County").
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The table below provides historical half-cent sales tax revenues distributed to the City for the
fiscal years ended September 30,2007 through and including 2017.
CITY OF OCOEE, FLORIDA
HISTORICAL HALF-CENT SALES TAX REVENUE DISTRIBUTION
Fiscal Year Half-Cent
Ended September 30 Sales Tax Revenues(1) Percentage Change
2007 $4,255,946 --
2008 4,293,898 0.89%
2009 3,934,436 (8.37)
2010 3,956,965 0.57
2011 4,391,828 10.99
2012 4,598,067 4.70
2013 4,924,796 7.11
2014 5,314,028 7.90
2015 5,665,490 6.61
2016(2) 6,084,185 7.39
(1) The amount of the Half-Cent Sales Tax Revenues received by the City during the fiscal year
ended September 30,2009 weakened as non-essential expenditures within the City were curtailed.
The retrenchment in consumer and business spending and confidence was caused by an
economic decline, including without limitation the diminishing wealth effect from real estate
price depreciation, increasing unemployment and decreasing tourism. However, the City
experienced increases in Half-Cent Sales Tax Revenues in the fiscal years thereafter and
anticipates further increases in the fiscal year ended September 30,2017.
(2) Unaudited.
Source: City of Ocoee,Florida Finance Department
The amount of Half-Cent Sales Tax Revenues received by the City is subject to increase or
decrease due to (i) increases or decreases in the dollar volume of taxable sales within the State, (ii)
legislative changes relating to the overall sales tax, which may include changes in the scope of taxable
sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Half-
Cent Sales Tax Trust Fund, (iii) changes in the relative population of the City to the County, which affect
the percentage of Local Government Half-Cent Sales Tax received by the City, and (iv) other factors
which may be beyond the control of the City, including but not limited to the potential for increased use
of electronic commerce and other internet-related sales activity that could have a material adverse
impact upon the amount of sales tax collected by the State and then distributed to the City.
See "-2015 Legislation" and "—Proposed Legislation" below for a description of certain recent
and proposed legislation that could have an adverse effect on the amount of Half-Cent Sales Tax
Revenues received by the City in the future.
Local Communications Services Tax
The Communications Services Tax Simplification Act, codified as Chapter 202, Florida Statutes
(the "CSTA") established, effective October 1, 2001, a local communications services tax on the sale of
communications services as defined in Section 202.11, Florida Statutes, and as of the same date repealed
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Section 166.231(9), Florida Statutes, which previously granted municipalities the authority to levy a
utility services tax on the purchase of telecommunications services. Pursuant to Ordinance No. 2001-13
enacted by the City Commission on June 19, 2001, the City's local communications services tax rate is
5.22%,which is the maximum City's utility tax rate under Florida Law.
The proceeds of the local communications services tax, less the Florida Department of Revenue's
("FDOR") cost of administration which may not exceed 1% of the total tax generated, are deposited in the
Local Communications Services Tax Clearing Trust Fund (the"CST Trust Fund") and distributed monthly
to the appropriate jurisdiction. The local communications services tax revenues received by the City are
deposited into the City's General Fund and may be used for any public purpose. The revenues that are
received by the City from such communications services tax which derive from the CST Trust Fund
created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment
of current or future bonded indebtedness.
The CSTA replaced the former public service tax on telecommunications, including pre-paid
calling arrangements, as well as any revenues from franchise fees on cable and telecommunications
service providers and permit fees relating to placing or maintaining facilities in rights-of-way collected
from providers of certain telecommunications services, with the local communications services tax. The
communications services tax applies to a broader base of communications services than the former public
service tax on telecommunications.
The local communications services tax applies to the purchase of "communications services"
which originated or terminated within the City, with certain exemptions described below.
"Communication services" under the CSTA are defined as the transmission, conveyance, or routing of
voice, data, audio, video, or any other information or signals, including cable services, to a point, or
between or among points,by or through any electronic,radio, satellite,cable, optical,microwave,or other
medium or method now in existence or hereafter devised, regardless of the protocol used for such
transmission or conveyance. The term does not include:
(a) Information services.
(b) Installation or maintenance of wiring or equipment on a customer's premises.
(c) The sale or rental of tangible personal property.
(d) The sale of advertising, including,but not limited to, directory advertising.
(e) Bad check charges.
(f) Late payment charges.
(g) Billing and collection services.
(h) Internet access service,electronic mail service,electronic bulletin board service,or
similar on-line services.
While such services have historically been taxed if the charges for such services are not stated
separately from the charges for communications services on a customer's bill, providers now have the
ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's
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books and records kept in the regular course of business. The dealer may support the allocation of
charges with books and records kept in the regular course of business covering the dealer's entire service
area,including territories outside of the State of Florida.
The sale of communications services to (i) the federal government, or any instrumentality or
agency thereof, or any entity that is exempt from state taxes under federal law, (ii)the State or any county,
municipality or political subdivision of the State when payment is made directly to the dealer by the
governmental entity, and (iii)any home for the aged or educational institution (which includes state tax-
supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries
and museums, among others) or religious institutions (which include, but are not limited to,
organizations having an established physical place for worship at which nonprofit religious services and
activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications
services tax. In addition, the local communications services tax does not apply to any direct home
satellite service.
The CSTA provides that, to the extent that a provider of communications services is required to
pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance
with respect to the services or revenues that are also subject to the local communications services tax,
such provider is entitled to a credit against the amount of such local communications services tax payable
to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The
amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to
receive under Section 202.18(3), Florida Statutes. However, the City does not impose any such fees or
charges on communications services providers.
Under the CSTA, local governments must work with the FDOR to properly identify service
addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate
service address information, the local government risks losing tax proceeds that it should properly
receive. The City believes it has provided the FDOR with all information that the FDOR has requested as
of the date hereof and that such information is accurate.
In 1998, the federal Internet Tax Freedom Act ("ITFA") imposed a moratorium on taxation of
Internet Access by states and political subdivisions. As amended by the Internet Tax Nondiscrimination
Act ("ITNA"), "Internet Access" includes telecommunications services (unregulated non-utility
telecommunications, such as cable services) purchased, used or sold by a provider of Internet Access to
provide Internet Access, including related communication services,such as email and instant messaging.
On February 24,2016,President Obama signed the Trade Facilitation and Trade Enforcement Act of 2015,
which amended the ITFA granting a Permanent Moratorium on Internet Access Taxes (Public Law 114-
125, Sec.922). Since the moratorium have been in place since before the CSTA was codified in 2001, and
Internet Access was not taxable pursuant to state law, the City did not experience, and does not
anticipate any future negative impact on future collections of local communications services tax
revenues because of this action.
Providers of communications services collect the local communications services tax and may
deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip
code database or a data base that is either supplied or certified by the FDOR). The communications
services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The
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FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments
after deducting up to 1%of the total revenues generated as an administrative fee.
The amount of local communications services tax revenues received by the City is subject to
increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the City,
(ii)legislative changes, and/or(iii)technological advances which could affect consumer preferences.
The amount of the local communications services tax revenues collected within the City may be
adversely affected by de-annexation. Such de-annexation would decrease the number of addresses
contained within the City. At this time,there are no de-annexations anticipated within the City.
In the 2012 Florida Legislative session, pursuant to Chapter 2012-70, Laws of Florida ("Chapter
2012-70"), a number of provisions of the communications services tax were modified, which have been
incorporated in the above narrative. Chapter 2012-70 also modified the requirements of Section 202.22,
Florida Statutes, relating to a dealer that does not use one of the three approved local tax situsing
methods. The liability of a communications services tax dealer in the cases of underpayment of the tax
resulting from that dealer assigning a service address to the incorrect local taxing jurisdiction is limited to
only those situations where the dealer did not use an approved situsing method and the FDOR has
determined the amount underpaid by that dealer between all jurisdictions. Chapter 2012-70 made these
revised definitions and liability provisions retroactive and remedial.
In the 2012 Florida Legislative session, pursuant to Chapter 2012-70, a Communications Services
Tax Working Group ("CST Working Group") was established to study the modernization of the local
communications services tax revenues and provide a report regarding its findings. In its report dated
February 1, 2013, the CST Working Group recommended replacing the existing local communications
services tax with an increased sales and use tax. The CST Working Group conditioned their
recommendations upon the option being revenue neutral and emphasized the need to hold the State and
each municipality and county harmless by ensuring that the amount of revenues received under this new
approach would be at least equal to the revenues that each governmental unit is currently receiving from
the local communications services tax. The CST Working Group provided that the change to the tax
structure must be implemented in a manner that ensures that State and local governments are able to
bond the revenue stream and that existing bonds are not impaired. To date,no legislative action has been
taken with respect to the CST Working Group's recommendation and it is unknown as to whether any
such legislative action will be taken in the future.
See"-2015 Legislation" and "—Recent Court Ruling Concerning State Communications Services
Tax" below for a description of certain recent legislation and litigation that could have an adverse effect
on the amount of local communications services tax revenues received by the City in the future.
[Remainder of page intentionally left blank]
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The table below provides historical communications services tax revenues collected by the City
for the fiscal years ended September 30,2007 through and including 2016.
CITY OF OCOEE,FLORIDA
HISTORICAL OF COMMUNICATIONS SERVICES TAX REVENUES DISTRIBUTION
Fiscal Year Communications
Ended September 30 Services Tax Revenues Percentage Change
2007 $1,433,884 --
2008 1,464,248 2.1%
2009 1,333,799 (8.9)
2010 1,436,491 7.7
2011 1,345,646 (6.3)
2012 1,330,929 (1.1)
2013 1,312,238 (1.4)
2014 1,238,701 (5.7)
2015 1,181,276 (4.6)
2016(1) 1,102,210 (6.7)
(1) Unaudited.
Source: City of Ocoee,Florida Finance Department
Public Service Tax
The"Public Service Tax" (also, commonly referred to as the"Utility Services Tax") is imposed by
the City pursuant to the Constitution of the State and Section 166.231, Florida Statutes, and other
applicable provisions of law. Florida law authorizes any municipality in the State to levy a public
service tax on the purchase within such municipality of electricity, metered natural gas, liquefied
petroleum gas either metered or bottled, manufactured gas either metered or bottled, and water service.
Services competitive with those enumerated in the previous sentence, as defined by ordinance, shall be
taxed on a comparable basis at the same rates. However, fuel oil shall be taxed at a rate not to exceed 4
cents per gallon. Pursuant to Ordinance No.542 enacted by the City Commission on October 19, 1971,as
amended by Ordinance No. 92-20 enacted by the City Commission on September 1, 1992 (collectively,
the"Public Service Tax Ordinance"),the City levied a public service tax on the purchase of electricity and
metered or bottled gas, whether natural liquefied petroleum gas or manufactured fuel oil delivered in
the City at a rate of ten percent (10%)of the charge made by the seller of such service.The public service
tax shall be levied only upon purchases within the corporate limits of the City and shall not exceed ten
(10%) percent of the payments received by the seller of the taxable item from the purchaser for the
purchase of such service. This tax is required to be paid by the purchaser thereof to the seller of such
electricity at the time of paying the charge therefor,but not less than monthly.
The primary source of public service tax revenues relate to electric services currently provided
by Duke Energy. City revenues in fiscal year ended September 30, 2016 from this source totaled
$2,811,941, or approximately 84% of all public service tax revenues received by the City of such fiscal
year.
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Florida law provides that a municipality may exempt from the public service tax the first 500
kilowatts of electricity per month purchased for residential use, metered or bottled gas or fuel oil for
agricultural purposes, purchases of electricity, natural gas, liquefied petroleum gas or manufactured gas
by industrial customers for use in industrial manufacturing or processing facilities in the City and
electrical energy used in a facility located in a designated enterprise zone. The City has implemented
exemptions for sale of natural gas to a public or private utility, including a utility operated by the City,
or other municipal corporation and rural electric cooperative associations, either for resale or for use as
a fuel in the generation of electricity. Additional statutory exemptions are accorded to purchases for
resale or for use as fuel in the generation of electricity,or the purchase of fuel oil or kerosene for use as an
aircraft engine fuel or propellant or for use in internal combustion engines.
The public service tax shall not be applied against any fuel adjustment charge. The term "fuel
adjustment charge" means all increases in the cost of utility services to the ultimate consumer resulting
from an increase in the cost of fuel to the utility subsequent to October 1, 1973.
The public service tax must be collected by the seller from purchasers at the time of sale and
remitted to the City on a monthly basis. Taxes on most utility services are separately itemized on the bill
rendered to customers, but separate disclosure is not required. A failure by a consumer to pay that
portion of the bill attributable to the public service tax may result in a suspension of the service involved
in the same fashion as the failure to pay that portion of the bill attributable to the particular utility service.
The amount of public service tax collected by the City may fluctuate as the price of fuel, gas,
electricity and the other services subject to the public service tax fluctuates and a sustained increase in the
price thereof may have an adverse effect on the amount of public service tax collected.
The table below provides historical public service tax revenues collected by the City for the fiscal
years ended September 30,2007 through an including 2016.
CITY OF OCOEE,FLORIDA
HISTORICAL PUBLIC SERVICE TAX REVENUES
Year Ended Public Service Percentage
September 30(i) Tax Revenues(2) Change(3)
2007 $2,684,234 -
2008 2,712,753 0.9%
2009 2,725,162 0.2
2010 3,157,954 13.9
2011 3,084,358 (2.3)
2012 2,911,601 (5.6)
2013 3,003,838 3.2
2014 3,242,016 7.9
2015 3,213,389 (0.9)
2016(i) 3,352,691 4.3
(1) Unaudited.
Source: City of Ocoee, Florida Finance Department.
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CITY OF OCOEE,FLORIDA
PRO FORMA DEBT SERVICE COVERAGE
ON THE BONDS
Fiscal Year Ended September 30
2012 2013 2014 2015 2016(1)
Public Service Tax $2,911,601 $3,003,838 $3,242,016 $3,213,389 $3,352,691
Communications Services Tax 1,330,929 1,312,238 1,238,701 1,181,276 1,102,210
Half-Cent Sales Tax 4,598,067 4,924,796 5,314,028 5,665,490 6,084,185
Total Pledged Funds $8,840,597 $9,240,872 $9,794,745 $10,060,155 $10,539,086
Maximum Annual Debt Service
on the Bonds(2) $1,758,625 $1,758,625 $1,758,625 $1,758,625
$1,758,625
Pro Forma Debt Service Coverage 5.03x 5.25x 5.57x 5.72x 5.99x
(1) Unaudited.
(2) Includes debt service on the Refunded 2011 Note and the Refunded 2012 Note (which are
expected to be refunded with proceeds of the Series 2017 Bonds). Estimated pro forma debt
service coverage for the fiscal year ended September 30, 2017 is expected to be _x, calculated
based on estimated Pledged Funds for that period divided by the Maximum Bond Service
Requirement for the Series 2017 Bonds, assuming a true interest cost of 4.01% on the Series 2017
Bonds.
Outstanding Obligations
The City currently has outstanding its Capital Improvement Revenue Note, Series 2009 (the
"Series 2009 Note") and Non-Ad Valorem Refunding Revenue Note, Series 2012 (the "Series 2012 Note")
which are each secured by a covenant to budget and appropriate legally available non-ad valorem
revenues. The Pledged Revenues securing the Series 2017 Bonds constitute a portion of the City's non-ad
valorem revenues, and may only be available to pay debt service on the Series 2009 Note and the Series
2012 Note after debt service on the Series 2017 Bonds is paid. The City fully anticipates compliance with
any covenants relating to the issuance of additional debt contained within the resolutions authorizing the
Series 2009 Note and the Series 2012 Note.
2015 Legislation
On June 15, 2015, the Florida Legislature passed House Bill 33A ("HB 33A"), relating to taxation
which was signed into law. HB 33A became effective on July 1, 2015. HB 33A contains a variety of tax
reduction measures including, but not limited to, a reduction in certain State communications services
taxes, additional sales tax and property tax exemptions, and additional sales tax holidays. However, the
bill contains provisions that are intended to ensure that local governments continue to receive the same
amount of such revenues that they would have received under the prior law. HB 33A, to date, has not
had an adverse impact on the City's receipt of revenues from the State Revenue Sharing Fund for
Municipalities or any other non-ad valorem revenues.
Recent Court Ruling Concerning State Communications Services Tax
On June 11, 2015, the First District Court of Appeal held, in DIRECTV, Inc. v. State, Dept. of
Revenue, Section 202.12(1), Florida Statutes, unconstitutional as a violation of the dormant commerce
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clause for charging different State communications services tax rates to cable and satellite television
providers. On July 7, 2015, the State filed an appeal of this decision to the Florida Supreme Court. On
April 6,2016, oral arguments were held. Some of the moneys distributed from the State Revenue Sharing
Trust Fund for Municipalities include certain proceeds of the State communications services tax that
encompass the cable and satellite television provider charges described above. If the First District Court
of Appeal's decision is upheld, it is possible the amount of revenues received by the City from the State
Revenue Sharing Trust Fund for Municipalities will be reduced. At this time, the City cannot predict
whether such decision will be upheld, and if upheld what effect it will have on the revenues received
from the State Revenue Sharing Trust Fund for Municipalities. The City also cannot predict whether the
basis for an unfavorable ruling could also apply to the local communications services tax.
Proposed Legislation
The proposed Senate Bill SB 176 ("SB 176"), which was filed for review during the upcoming
Florida Legislature's 2017 Regular Session, exempts the sale of feminine hygiene products from the sales
and use tax. House Bill HB 63 ("HB 63"), is similar to SB 176. At this time, the City cannot predict
whether SB 176 and/or HB 63 will become law, and if so, whether it will be in its current form. The City
does not know what impact, if any,SB 176 or HB 63 will have on the City's collection of sales taxes.
THE CITY
General
The City was incorporated in 1925. It is located approximately 10 miles west of Orlando, and is
bounded on the west by the City of Winter Garden, Florida, and on the south by the City of Windermere,
Florida, and has a land area of approximately 20.5 square miles, making it the second largest city in land
area of the thirteen cities in the County. The City's permanent population as of September 30, 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
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.
27
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 appoints a City Manager who serves as the
chief administrative officer of the City. The powers and duties of the City Manager include directing and
supervising the administration of all departments, offices and agencies of the City, preparing and
submitting to the City Commission the annual budget and capital program for the City, preparing and
submitting to the City Commission a complete report on the finances and administrative activities of the
City and other duties as required under the Charter.
Robert Frank currently serves as the City Manager for the City and has served in that capacity for
12 years. He graduated from Florida Atlantic University with a master's degree in public administration.
He is also the recipient of a bachelor of engineering technology from the State University of New York.
Mr. Frank has a broad range of public sector experience, which includes positions as Assistant City
Manager, Assistant Director of Public Works, Deputy County Manager, Director of Public Works,
Paramedic, Parks and Recreation, Police Officer, Process Control Engineer, and Utilities. In addition, he
has completed certificate programs in Strategic Management and Executive Leadership from the Florida
International University. Mr. Frank is certified as a "credentialed city manager"by the International City
Management Association.
Melanie Sibbitt, City Clerk. The City Manager appoints the City Clerk. The powers and duties of
the City Clerk include providing notice of City Commission meetings, attending and keeping minutes,
and acting as custodian of the City's seal, ordinances, resolutions and other documentation pertaining to
the City, preserving and filing all contracts and agreements to which the City is a party, attesting to the
Mayor's signature and other duties as required under the Charter.
Melanie Sibbitt has been employed by the City for 19 years. Within her 19 years of governmental
experience she was Deputy City Clerk for 12 years until recently promoted to City Clerk. She received
her Associates of Arts in Business Administration from Valencia Community College. She is a Certified
Municipal Clerk through the International Institute of Municipal Clerks (IIMC). Mrs. Sibbitt is currently
a member of the Florida Association of City Clerks (FACC) and the International Institute of Municipal
Clerks(IIMC).
,Finance Director. [To come]
Robert Briggs, Chief Accountant. The City Manager appoints the Chief Accountant. The Chief
Accountant is responsible for monitoring and monthly reporting of all City revenues and expenses,
preparation of quarterly financial reports, grant reporting,the monitoring of the City's two pension trusts
and Investment portfolio. The Chief Accountant works in the annual budget forecasting and preparation
process as well as capital needs forecasting/bond issuances. In addition, the Chief Accountant serves as a
Trustee on the City's General Employee Pension Board.
Robert Briggs currently serves as the Chief Accountant for the City. He has over 32 years finance
and accounting experience in county and city governments, which is most recent experience working
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with the City for the last six years. Mr. Briggs' experience includes customer service, capital planning,
financing and rate development, system accounting and financial report. He received a Master of
Business Administration from Florida State University and is a licensed Certificated Public Accountant
by the State. He is a member of the Florida Government Finance Officers Association and serves as a
Trustee on the Board of the City's General Employees Pension Trust.
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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MUNICIPAL BOND INSURANCE
[TO COME]
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 C—FORM OF THE RESOLUTION",which contains the definition of Permitted Investments.
LITIGATION
[There is no pending or, to the knowledge of the City, any threatened litigation against the
City of any nature whatsoever which in any way questions or affects the validity of the Series 2017
Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the
adoption of the Resolution, or the collection of Pledged Funds. Neither the creation, organization or
existence, nor the title of the present members of the Commission, or other officers of the City are
being contested.
The City experiences claims, litigation, and various legal proceedings which individually are
not expected to have a material adverse effect on the operations or financial condition of the City,but
may, in the aggregate, have a material impact thereon. In the opinion of the City Attorney, however,
the City will either successfully defend such actions or otherwise resolve such matters without any
material adverse consequences on the financial condition of the City.]
LEGAL MATTERS
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Certain legal matters incident to the issuance of Series 2017 Bonds and with regard to the
treatment of interest on Series 2017 Bonds for Florida and federal tax purposes(see"TAX MATTERS")are
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 2017 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 D hereto. The actual legal opinion
to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. 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 2017 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.
GrayRobinson, P.A. has represented the City on matters not related to the issuance of the Series
2017 Bonds. Bryant Miller Olive P.A. may, from time-to-time, serve as counsel to the Underwriters. The
Underwriters have not identified any additional potential or actual material conflicts that require
disclosure.
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 2017 Bonds in order that interest on the Series
2017 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-
compliance may cause interest on the Series 2017 Bonds to be included in federal gross income retroactive
to the date of issuance of the Series 2017 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 2017 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
2017 Bonds.
In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing
laws, regulations,judicial decisions and rulings, interest on the Series 2017 Bonds is excluded from gross
income for purposes of federal income taxation. Interest on the Series 2017 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 2017 Bonds may be subject to the federal alternative minimum tax when
any Series 2017 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 2017
Bonds.
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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
2017 Bonds. Prospective purchasers of Series 2017 Bonds should be aware that the ownership of Series
2017 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 2017 Bonds; (ii)
the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen
percent (15%) of certain items, including interest on Series 2017 Bonds; (iii) the inclusion of interest on
Series 2017 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 2017 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 2017 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 2017 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 2017 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 2017 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 2017 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 2017 Bonds, under certain
circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the
Series 2017 Bonds and proceeds from the sale of Series 2017 Bonds. Any amount so withheld would be
refunded or allowed as a credit against the federal income tax of such owner of Series 2017 Bonds. This
withholding generally applies if the owner of Series 2017 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 2017 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.
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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 2017 Bonds. In some cases, these proposals have contained provisions that altered
these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected
the market value of obligations similar to the Series 2017 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 2017 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 2017 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 2017 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 2017 Bonds.
Prospective purchasers of the Series 2017 Bonds should consult their own tax advisors as to the
tax consequences of owning the Series 2017 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 2017 Bonds maturing
on October 1, through and including October 1, (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 2017 Bonds maturing on October 1,
through and including October 1, (collectively, the "Premium Bonds"), and the initial offering
price to the public (excluding bond houses, brokers or similar persons or organizations acting in the
33
capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of
the same maturity and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable
bond premium which is not deductible from gross income for federal income tax purposes. The amount
of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis
over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for
each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For
purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial
purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's
adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the
taxable year. The amortization of bond premium may be taken into account as a reduction in the amount
of tax-exempt income for purposes of determining various other tax consequences of owning such
Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their
own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds.
RATINGS
S&P Global Inc. ("S&P")and Fitch Ratings("Fitch") have assigned ratings of" " ( outlook)
and" " ( outlook), respectively,to the Series 2017 Bonds. The ratings reflect only the views of
the rating agencies and an explanation of the ratings may be obtained only from the rating agencies.
There is no assurance that such ratings will continue for any given period of time or that they will not be
lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances
so warrant. A downward change in or withdrawal of any of such ratings may have an adverse effect on
the market price of the Series 2017 Bonds. An explanation of the significance of the ratings can be
received from the rating agencies at the following addresses: S&P Global Inc., 25 Broadway, New York,
New York 10004 and Fitch Ratings,Inc., One State Street Plaza, New York, New York 10004.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authorization, sale, execution and delivery of the Series 2017 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 2017 Bonds.
UNDERWRITING
The Series 2017 Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated, for
itself and as representative of RBC Capital Markets, LLC (collectively, the "Underwriters"). The
Underwriters have agreed, subject to the proceedings authorizing the issuance of the Series 2017 Bonds,
to purchase Series 2017 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 Statement pertaining to the public offering prices of
the Series 2017 Bonds. The public offering prices of the Series 2017 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 2017 Bonds will be delivered by the City to the Underwriters unless all of
Series 2017 Bonds are so delivered.
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The Underwriters and their respective affiliates are full-service financial institutions engaged in
various activities that may include securities trading, commercial and investment banking, municipal
advisory, brokerage, and asset management. In the ordinary course of business, the Underwriters and
their respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative
securities) and provide financial instruments (which may include bank loans, credit support or interest
rate swaps). The Underwriters and their respective affiliates may engage in transactions for their own
accounts involving the securities and instruments made the subject of this securities offering or other
offering of the City. The Underwriters and their respective affiliates may make a market in credit default
swaps with respect to municipal securities in the future. The Underwriters and their respective affiliates
may also communicate independent investment recommendations, market color or trading ideas and
publish independent research views in respect of this securities offering or other offerings of the City.
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 2017
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.
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 2017
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 2017 Bonds to provide certain
financial information and operating data relating to the System and the Series 2017 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 2017 Bonds remain outstanding under the Resolution.
35
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 FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc. 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 E — "FORM OF CONTINUING DISCLOSURE
CERTIFICATE," which shall be executed by the City at the time of issuance of the Series 2017 Bonds.
These covenants have been made in order to assist the Underwriters in complying with the Rule.
With respect to the Series 2017 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. In furtherance of its
intention, the City has engaged FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc.
as its dissemination agent.
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 2017 Bonds, the security for the payment of the Series 2017 Bonds and the rights and obligations of
the owners thereof and to each such statute,report or instrument.
•
Any statements made in this Official Statement involving matters of opinion or of estimates,
whether or not so expressly stated are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized. Neither this Official Statement nor any
statement that may have been made verbally or in writing is to be construed as a contract with the
owners of the Series 2017 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 2017 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 [the Insurer and] DTC and its book-entry only system of registration,
information provided by the Underwriters under the caption "Underwriting" and the information
36
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 2017 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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APPENDIX A
GENERAL INFORMATION CONCERNING
THE CITY OF OCOEE,FLORIDA AND ORANGE COUNTY,FLORIDA
GENERAL INFORMATION CONCERNING
THE CITY OF OCOEE,FLORIDA AND ORANGE COUNTY,FLORIDA
THE FOLLOWING INFORMATION CONCERNING THE CITY OF OCOEE, FLORIDA,
ORANGE COUNTY, FLORIDA AND THE ORLANDO METROPOLITAN STATISTICAL AREA IS
INCLUDED ONLY FOR THE PURPOSE OF PROVIDING GENERAL BACKGROUND INFORMATION.
THE INFORMATION HAS BEEN COMPILED ON BEHALF OF THE CITY AND SUCH COMPILATION
INVOLVED ORAL AND WRITTEN COMMUNICATION WITH THE VARIOUS SOURCES
INDICATED. THE INFORMATION IS SUBJECT TO CHANGE, ALTHOUGH EFFORTS HAVE BEEN
MADE TO UPDATE THE INFORMATION WHERE PRACTICABLE.
THE SERIES 2017 BONDS ARE NOT GENERAL OBLIGATIONS OF THE STATE OF FLORIDA
OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF OCOEE.
General Description and Location
The City of Ocoee, Florida (the "City") is a residential community in the western part of Orange
County, Florida (the "County") and was incorporated in 1925. It is bounded on the west by the City of
Winter Garden, Florida, and on the south by the City of Windermere, Florida, and has a land area of
approximately 20.5 square miles, thus making it the second largest city in land area of the thirteen cities
in the County. The City is approximately 11.8 miles from the City of Orlando, Florida ("Orlando") and is
a part of the Orlando-Kissimmee-Sanford,Florida Metropolitan Statistical Area(the"Orlando MSA").
Population
The following table sets forth historical population trends in the City of Ocoee, the County, and
the State of Florida from years 2006 through 2015:
City of Ocoee) Orange County(2) State of Florida(3)
Year Population Change Population Change Population Change
2006 32,175 -- 1,079,524 -- 18,166,990 --
2007 33,530 4.2% 1,105,603 2.4% 18,367,842 1.1%
2008 33,658 0.4 1,114,979 0.9 18,527,305 0.9
2009 33,871 0.6 1,108,882 (0.6) 18,652,644 0.7
2010 35,579 5.0 1,145,956 3.3 18,801,310 0.8
2011 36,020 1.2 1,157,342 1.0 19,105,533 1.6
2012 36,953 2.6 1,175,941 1.6 19,352,021 1.3
2013 37,615 1.8 1,202,978 2.3 19,594,467 1.3
2014 39,679 5.5 1,227,995 2.1 19,905,569 1.6
2015 40,171 1.2 1,252,396 2.0 20,271,272 1.8
Projected
2020 43,153 7.4% 1,371,988 10.0% 21,141,318 4.3%
(1) City of Ocoee, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30,2015.
(2) Orange County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30,2015.
(3) Florida Research and Economic Information Database Application.
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Recreation
The City of Ocoee Parks and Recreation Department strives to provide citizens of the City with
safe and enjoyable programs, parks and facilities. The Parks and Recreation Department manages three
(3) recreation centers located throughout the City. There are a variety of programs for youth, adults and
seniors offered at these centers throughout the week. The Parks and Recreation Department operates and
maintains fourteen (14) parks throughout the City with picnic areas, playgrounds, basketball and tennis
courts, baseball, softball, football and soccer fields, a BMX course and pavilions. The City has an active
summer recreation program for children and many other organized sporting and leisure activities for all
its citizenry.
ECONOMIC SUMMARY
Employment
The following tables provide labor force estimates for the County, the State of Florida and the
United States for calendar years 2010 through 2015 and the principal employers for the County and the
City for the Fiscal Year ended September 30,2015.
Orange County,Florida
Labor Force Estimates
Unemployment Rate
Calendar Civilian Orange State of United
Year Labor Force Employed Unemployed County Florida States
2010 635,299 566,478 68,821 10.8 11.1 9.6
2011 642,178 579,251 62,927 9.8 10.0 8.9
2012 654,230 600,337 53,893 8.2 8.5 8.1
2013 663,480 618,183 45,297 6.8 7.3 7.4
2014 678,313 638,579 39,734 5.9 6.3 6.2
2015 688,018 654,304 33,714 4.9 5.4 --
Source: Florida Research and Economic Information Database Application.
Note: Information for the United States in Fiscal Year 2015 is not provided.
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Orange County,Florida
Principal Employers
Percentage of
Employer Employees Total County Employment
Walt Disney World Co. 70,000 10.89%
Orange County Public Schools 22,347 3.47
Universal Orlando Resort 19,000 2.95
Florida Hospital/Adventist Health System 18,668 2.90
Orlando International Airport 18,000 2.80
University of Central Florida 10,854 1.69
Orange County Government 10,416 1.62
Lockheed Martin 7,000 1.09
Darden Restaurants, Inc. 6,419 1.00
Consulate Health Care 5,000 0.78
Totals 187,704 29.19%
Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended
September 30,2015.
City of Ocoee,Florida
Principal Employers
Percentage of
Employer Employees Total City Employment
Health Central Hospital 1,500 3.73%
Orange County Schools 753 1.87
Westgate Resorts, LTD 605 1.51
Publix 571 1.42
Sysco Foods 535 1.33
Wal-Mart 498 1.24
Manheim Auto Auction 335 0.81
City of Ocoee 326 0.83
West Oaks Mall 320 0.80
Wayne Automatic 204 0.51
Totals 5,647 14.06%
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
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Per Capita Income
The following table provides the personal income per capita for the period 2010 through 2014 for
the City, the County, the State of Florida and the United States.
Personal Income Per Capita
2010-2014
Year City of Ocoee') Orange County(2) State of Florida(2) United States(2)
2010 $27,980 $34,902 $38,718 $40,277
2011 27,152 36,595 40,538 42,453
2012 26,939 36,569 41,249 44,266
2013 26,050 36,685 41,309 44,438
2014 25,473 38,007 42,737 46,049
(1) Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
(2) Florida Research and Economic Information Database Application.
Education
The geographic boundaries of the School District of Orange County, Florida (the "District") are
those of the County. The District is in the center of the State of Florida and encompasses an area of about
1,000 square miles. During the 2014-15 fiscal year, the District operated 184 schools, including 123
elementary schools, three K-8 schools, 35 middle schools, 19 high schools, and 4 specialized schools with
a total of 178,941 full-time equivalent students (FTE) not including charter schools. In addition, the
District sponsored 35 charter schools with a total of 11,439 FTE. The District opened two additional
elementary schools in fiscal year 2015-2016. The estimated number for full-time equivalent students is
192,034 for fiscal year 2015-2016. The District is the 10th largest school district in the nation and the 4th
largest in Florida.
The District also provides Career and Technical education within the County. Instruction takes
place throughout four technical centers on five campuses, 19 high schools, 35 middle schools,and various
community and business sites, located throughout the County.
The Orlando MSA also, has many notable institutions of higher learning including the following:
the University of Central Florida (a four-year state university with more than 60,000 full and part-time
students, second largest university in the nation); Rollins College (the oldest four-year institution of
higher learning in the State and an independent, co-educational liberal arts college with a full and part-
time equivalent enrollment of more than 3,500 students); Barry University Dwayne O. Andreas School of
Law (founded in early 1993 as the University of Orlando School of Law, it became part of Barry
University in 1999, and received full ABA accreditation in 2006); Seminole State College (an
undergraduate institution with a total enrollment of more than 32,000 students that offers two-year
degrees as well as six bachelor's degrees); Valencia College (an undergraduate institution covering six
campuses and centers with almost 70,000 full and part-time students that offers two-year degrees as well
as three bachelor degree programs); and the Florida A&M University Law School which opened in fall of
2002 and had been ABA accredited since 2004.
The UCF College of Medicine was established in 2006 by the Florida Legislature and the Florida
Board of Governors to increase opportunities for medical education in Florida, address the physician
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shortage and enhance the economy. In 2014, the M.D. program enrolled its sixth class, and its second at
full enrollment of 120 students. That means enrollment has increased ten-fold in just five years. The
2016-17 school year,the college will be educating 480 physicians-in-training a year.
Transportation
Air Service to the County and Central Florida is primarily provided by the Orlando International
Airport ("OIA"), which is the 13th busiest domestic airport facility and the 29th busiest world airport
facility and the third largest airport property in the country with more than 15,000 acres. Designated as
an international port of entry with full customs services, OIA has grown tremendously since 1970. Air
passengers have increased from 1.3 million in 1971 to over 38 million in 2015. That increase in travelers
gives OIA the distinction of being the second busiest airport in Florida. As of March 2016, OIA was
served by 443 airlines comprised of 39 scheduled airlines and five airlines providing cargo service. There
are approximately 848 daily flights (based on commercial, military and general aviation operations).
Only 35%of airport property is developed, ensuring large areas for continued expansion.
Central Florida is also served by five (5) other regional airports: Orlando Executive Airport,
Orlando Sanford International Airport, Kissimmee Gateway Airport, Leesburg International Airport, and
Mid-Florida Airport located in the City of Eustis, Florida. Tampa International Airport and Daytona
Beach International Airport are within 90 minutes from the City.
Commercial bus lines and rail systems are also available in the area. Greyhound Bus Lines
provides interstate and intrastate bus service. Both passenger and freight rail systems provide service to
the area. Amtrak provides passenger service from the Orlando region to many cities in the U.S. In
addition it operates trains between New York and South Florida which travel through Metro Orlando.
Two major, full-service freight stations move goods between north and south Atlantic points and there
are six northbound and six southbound freight trains daily. Being the largest rail network in the eastern
United States, CSX Transportation owns and maintains approximately 1,750 route miles in Florida.
Florida Central Railroad (FCEN) operates 68 miles of track and directly serves industries in the Orlando
area. The first phase of the SunRail, a commuter rail system that will run along a 61-mile stretch of
existing rail freight tracks in the County and Seminole Volusia and Osceola counties,has been completed.
Service began May 2014. The second phase, which will extend the current 32 mile stretch further north
through Volusia County and south into Osceola County, is expected to start construction in 2016.
Located 50 miles to the east of Orlando is Port Canaveral, the only deep-water port between the
harbors of Jacksonville and Fort Lauderdale. To accommodate larger vessels, Port Canaveral is currently
undergoing a project to further deepen the entrance of the port to 46 feet; this project is part of larger
initiatives to open the harbor to about 50 feet eventually to 55 feet. Port Canaveral is the second busiest
cruise port in the world and the world's first quadramodal transportation hub, interchanging freight
among sea,land, air,and space. During 2014,3.86 million revenue cruise passengers passed through Port
Canaveral's cruise terminals (4.17 mill passengers when single day revenue passengers are considered).
Port Canaveral is home to some of the finest cruise terminals in the world. Six cruise terminals are in
operation, and a total of 3.36 million tons of cargo moved through Port Canaveral's facilities in 2014. The
Port of Tampa is on Tampa Bay, located 70 miles west of Orlando. Largely a bulk commodities port, it is
Florida's largest cargo tonnage port.
The County is at the crossroads of Florida and is crossed by superhighways such as Interstate 4,
the Florida Turnpike and the Martin Andersen Beachline Expressway. 1-4 connects the Tampa Bay area
to Daytona Beach and passes through the heart of downtown Orlando. The Florida Turnpike connects
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South Florida and Miami with I-4 and with I-75 and with I-75 with North Central Florida. The Beachline
links I-95, Cape Canaveral and the East Coast beaches with I-4 and the Florida Turnpike. To relieve
congestion, in early 2015,the Florida Department of Transportation began construction of the I-4 Ultimate
project,a 21-mile improvement project which will add four new express lanes in the center of I-4.
In addition to these major interstate thoroughfares, the County is linked throughout by other
major road systems. The SR 408 East-West Expressway expedites cross town traffic through the Orlando.
The 12.5 mile Osceola Parkway links the international airport to major attractions and half dozen regional
arterial highways. SR417, a 55 mile, limited access beltway which provides access to the southern and
eastern suburbs of Orlando and serves as a southern connection with Orlando International Airport
(consists of the Central Florida GreenWay, Seminole Expressway and Southern Connector Extension).
Completing the northwest portion of the beltway around metropolitan Orlando will be the Wekiva
Parkway, a 25 mile expressway which will connect to SR 417. A section of the parkway opened in
January 2016;however,the project is expected to be completed in 2021.
Officially known as the Central Florida Regional Transportation Authority, LYNX is the primary
mass transit provider in the Orlando urban area with a fleet of approximately 300 buses on 77 routes.
LYNX buses operate daily on a fixed route system that primarily serves the communities of the County
and Seminole and Osceola Counties covering 2,500 square miles and more than 1.8 million people. LYNX
provides over 105,682 rides each weekday and set another ridership record delivering about 30.1 million
passenger trips in 2014. LYNX provides LYMMO, a state-of-the-art, three-mile, dedicated lane bus
system in downtown Orlando, available free-of-charge.
Source: Metro Orlando Economic Development Commission; Greater Orlando Aviation Authority;
Florida Department of Transportation; Central Florida Regional Transportation Authority;
Florida's Turnpike Enterprise.
Property Taxes
The following information is provided solely for informational purposes. The Series 2017 Bonds
are not secured by nor are ad valorem taxes pledged to the repayment of the Series 2017 Bonds.
Each year the County Property Appraiser is required to certify to each taxing authority, the
aggregate taxable value of all property within the jurisdiction of the taxing authority, as well as the prior
year's tax revenues,for use in connection with determination of the forthcoming budget and millage levy.
In connection with such determination, the taxing authority must hold a public hearing in connection
with the adoption of a tentative budget and millage levy and another hearing relating to adoption of the
final budget and millage levy.
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City of Ocoee,Florida
Property Tax Rates and Tax Levies
Direct and Overlapping Governments
Millage Rates(per$1,000 of taxable value)
Orange
County
Fiscal City of Orange School
'Year Ocoee County District Total
2006 4.8018 4.1639 7.7610 18.6212
2007 4.6295 5.1639 7.1690 17.8569
2008 4.2919 4.4347 7.1210 16.6382
2009 4.8252 4.4347 7.1500 17.2005
2010 5.4974 4.4347 7.6730 18.3957
2011 5.5574 4.4347 7.8940 18.6767
2012 5.8460 4.4347 8.5450 19.5318
2013 5.8460 4.4347 8.4780 19.4648
2014 5.7855 4.4347 8.4740 19.3854
2015 5.6371 4.4347 8.2180 18.9669
2016 5.9104 N/A N/A N/A
2017 5.8291 N/A N/A N/A
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
City of Ocoee,Florida
Property Taxes Levies and Collections
2006-2015
Collected within the
Fiscal Year of the Levy Total Collections to Date
Collections
Fiscal Year Total Tax in
Ended Levy for Percentage Subsequent Percentage
September 30, Fiscal Year Amount of Levy Years Amount of Levy
2006 7,865 7,666 97.47 * 7,666 97.47
2007 9,538 9,062 95.01 * 9,062 95.01
2008 10,601 9,849 92.91 14 9,863 93.04
2009 11,245 10,852 96.51 4 10,856 96.54
2010 11,587 11,167 96.38 22 11,189 96.57
2011 10,042 9,683 96.43 32 9,715 96.74
2012 9,990 9,631 96.41 12 9,643 96.53
2013 9,689 9,324 96.23 2 9,326 96.25
2014 9,682 9,315 96.21 -122 9,193 94.95
2015 10,222 9,847 96.33 37 9,884 96.69
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
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FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM
Several constitutional and legislative amendments affecting ad valorem taxes have been
approved by voters in the past including the following:
Save Our Homes Amendment
By voter referendum held on November 3, 1992, Article VII, Section 4 of the State Constitution
was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of
homestead property to the lesser of (1) three percent of the assessment for the prior year or (2) the
percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items
1967=100, or successor reports for the preceding calendar year as initially reported by the United States
Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no
assessment shall exceed just value, (2) after any change of ownership of homestead property or upon
termination of homestead status such property shall be reassessed at just value as of January 1 of the year
following the year of sale or change of status, (3) new homestead property shall be assessed at just value
as of January 1 of the year following the establishment of the homestead, and (4) changes, additions,
reductions or improvements to homestead shall initially be assessed as provided for by general law, and
thereafter as provided in the amendment. This amendment is known as the "Save Our Homes
Amendment." The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the
Florida Supreme Court, it began to affect homestead property valuations commencing January 1, 1995,
with 1994 assessed values being the base year for determining compliance.
Millage Rollback Legislation
In 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan
which significantly impacted ad valorem tax collections for Florida local governments. One component
of the adopted legislation required counties, cities and special districts to rollback their millage rates for
the 2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the
same level of ad valorem tax revenue as in fiscal year 2006-2007;provided,however, depending upon the
relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled
back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to
nine percent (0% to 9%). In addition, the legislation limited how much the aggregate amount of ad
valorem tax revenues may increase in future fiscal years. A local government may override certain
portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its
governing body.
Constitutional Amendments Related to Ad Valorem Exemptions
On January 29,2008, in a special election held in conjunction with the State's presidential primary,
the requisite number of voters approved amendments to the Florida Constitution exempting certain
portions of a property's assessed value from taxation. These amendments were effective for the 2008 tax
year (fiscal year 2008-2009 for local governments). The following is a brief summary of certain important
provisions contained in such amendments:
1. Provides for an additional exemption for the assessed value of homestead property
between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an
assessed value equal to or greater than$75,000.
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2. Permits owners of homestead property to transfer their Save Our Homes Amendment
benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their
previous homestead property to which such benefit applied if the just value of the new homestead is
greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is
less than the just value of the prior homestead, then owners of homestead property may transfer a
proportional amount of their Save Our Homes Amendment benefit, such proportional amount equaling
the just value of the new homestead divided by the just value of the prior homestead multiplied by the
assessed value of the prior homestead. The Save Our Homes Amendment generally limits annual
increases in ad valorem tax assessments for those properties with homestead exemptions to the lesser of
three percent(3%)or the annual rate of inflation.
3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to
tangible personal property tax.
4. Limits increases in the assessed value of non-homestead property to 10% per year,
subject to certain adjustments. The cap on increases would be in effect for a 10-year period, subject to
extension by an affirmative vote of electors.
The Save Our Homes Amendment assessment cap and portability provisions described above
have been subject to legal challenge. The plaintiffs in such cases have argued that the Save Our Homes
Amendment assessment cap constitutes an unlawful residency requirement for tax benefits on
substantially similar property in violation of the equal protection provisions of the Florida Constitution
and the Privileges and Immunities Clause of the Fourteenth Amendment to the United States
Constitution. The plaintiffs also argued that the portability provision simply extends the
unconstitutionality of the tax shelters granted to long-term homeowners by the Save Our Homes
Amendment. The courts in each case have rejected such constitutional arguments and upheld the
constitutionality of such provisions; however, there is no assurance that any future challenges to such
provisions will not be successful.
In addition to the legislative activity described above, the constitutionally mandated Florida
Taxation and Budget Reform Commission (required to be convened every 20 years) (the "TBRC")
completed its meetings on April 25, 2008 and placed several constitutional amendments on the
November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of
Florida, which, among other things, do the following: (a) allow the Florida Legislature,by general law, to
exempt from assessed value of residential homes, improvements made to protect property from wind
damage and installation of a new renewable energy source device; (b) assess specified working
waterfront properties based on current use rather than highest and best use; (c) provide a property tax
exemption for (i) real property that is perpetually used for conservation (began in 2010), and (ii) land not
perpetually encumbered, require the Florida Legislature to provide classification and assessment of land
use for conservation purposes solely on the basis of character or use.
Exemption for Deployed Military Personnel
In the November 2010 General Election, voters approved a constitutional amendment which
provides an additional homestead exemption for deployed military personnel. The exemption equals the
percentage of days during the prior calendar year that the military homeowner was deployed outside of
the United States in support of military operations designated by the Legislature. This constitutional
amendment took effect on January 1, 2011.In March of 2016, HB 7023 was approved by the Governor,
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which updated the military operations specified for eligibility under this exemption. The bill also
extended the application deadline for qualifying service members.
Other Proposals Affecting Ad Valorem Taxation
During the Florida Legislature's 2011 Regular Session, it passed Senate Joint Resolution 592 ("SJR
592"). SJR 592 allows totally or partially disabled veterans who were not Florida residents at the time of
entering military service to qualify for the combat-related disabled veteran's ad valorem tax discount on
homestead property. The amendment took effect on January 1,2013.
During the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 93 ("HJR
93"). HJR 93 allows the Florida Legislature to provide ad valorem tax relief to the surviving spouse of a
veteran who died from service-connected causes while on active duty as a member of the United States
Armed Forces and to the surviving spouse of a first responder who died in the line of duty. The amount
of tax relief, to be defined by general law, can equal the total amount or a portion of the ad valorem tax
otherwise owed on the homestead property. The amendment took effect on January 1,2013.
Also during the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 169
("HJR 169") allowing the Florida Legislature by general law to permit counties and municipalities, by
ordinance, to grant an additional homestead tax exemption equal to the assessed value of homestead
property to certain low income seniors. To be eligible for the additional homestead exemption the county
or municipality must have granted the exemption by ordinance; the property must have a just value of
less than $250,000; the owner must have title to the property and maintained his or her permanent
residence thereon for at least 25 years; the owner must be age 65 years or older; and the owner's annual
household income must be less than $20,000. The additional homestead tax exemption authorized by
HJR 169 would not apply to school property taxes. This bill was approved as an amendment to the
Florida Constitution by the voters on November 6,2012.
During the Florida Legislature's 2013 Regular Session, it passed Senate Bill 1830 ("SB 1830"),
which was signed into law by the Governor and created a number of changes affecting ad valorem
taxation which became effective July 1,2013. First,SB 1830 provides long-term lessees the ability to retain
their homestead exemption and related assessment limitations and exemptions in certain instances and
extends the time for property owners to appeal value adjustment board decisions on transfers of
assessment limitations to conform with general court filing timeframes. Second, SB 1830 inserts the term
"algaculture" in the definition of "agricultural purpose" and inserts the terms "aquacultural crops" in the
provision specifying the valuation of certain annual agricultural crops, nonbearing fruit trees and nursery
stock. Third, SB 1830 allows for an automatic renewal for assessment reductions related to certain
additions to homestead properties used as living quarters for a parent or grandparent and aligns related
appeal and penalty provisions to those for other homestead exemptions. Fourth, SB 1830 deletes a
statutory requirement that the owner of the property must reside upon the property to qualify for a
homestead exemption. Fifth, SB 1830 clarifies the property tax exemptions counties and cities may
provide for certain low income persons age 65 and older. Sixth, SB 1830 removes a residency
requirement that a senior disabled veteran must have been a Florida resident at the time they entered the
service to qualify for certain property tax exemptions. Seventh, SB 1830 repeals the ability for certain
limited liability partnerships to qualify for the affordable housing property tax exemption. Eighth, SB
1830 exempts property used exclusively for educational purposes when the entities that own the property
and the educational facility are owned by the same natural persons.
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During the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House Bill
277 ("HB 277"), which was signed into law by the Governor. HB 277 provides that certain renewable
energy devices are exempt from being considered when calculating the assessed value of residential
property. HB 277 only applies to devices installed on or after January 1, 2013. HB 277 took effect on
July 1, 2013. The 2016 Florida Legislature passed Joint Resolution 193 (CS/HJR 193), which proposes an
amendment to the Florida Constitution to authorize the Legislature, by general law, to exempt the
assessed value of solar devices or renewable energy source devices subject to tangible personal property
tax from ad valorem taxation, and to prohibit the consideration of the installation of a solar device or a
renewable energy source device in determining the assessed value of real property for the purpose of ad
valorem taxation, with a designated effective date of January 1, 2018 and an expiration date of
December 31, 2037. This CS/HJR 193 has a companion bill, House Bill CS/195, which was approved by
the Governor on March 25,2016 and the electors of Florida on August 30,2016.
Also during the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House
Bill 1193 ("HB 1193"), which was signed into law by the Governor. HB 1193 eliminated three ways in
which the property appraiser had authority to reclassify agricultural land as non-agricultural
land. Additionally, HB 1193 relieved the value adjustment board of the authority to review the property
appraisers. HB 1193 is effective immediately and will apply retroactively to January 1,2013.
In the November 2016 General Election voters approved a constitutional amendment which
changed the existing language regarding homestead tax exemption so that the value of property owned
by eligible senior citizens, with a certain minimum income or less, could be assessed when they first
apply for the exemption. The measure was designed to ensure eligible seniors' ability to be able to keep
their tax exemption even if their home value exceeded$250,000 in the future. The amendment took effect
on January 1, 2017 and applies retroactively to exemptions granted before January 1, 2017. Also, in the
November 2016 General Election voters approved a constitutional amendment to authorize a first
responder, who is totally and permanently disabled as a result of injuries sustained in the line of duty, to
receive relief from ad valorem taxes assessed on homestead property.This amendment also took effect on
January 1,2017.
During the 2016 Regular Session, another Joint Resolution (CS/HJR 1009) passed, proposing an
amendment to the Florida Constitution to grant a full or partial property tax exemption on homestead
property to first responders who are totally and permanently disabled as a result of an injury or injuries
sustained in the line of duty. The amendment to the constitution was approved by more than 60% of the
voters in the 2016 General Election, the effective date is January 1, 2017.
The 2016 Legislature further passed an amendment in Joint Resolution 275 (CS/HJR 275),
clarifying the calculation for use in determining the just value for purposes of homestead tax exemption
for certain senior, long-term, low-income residents. The amendment was approved by more than 60% of
the voters in the 2016 General Election, the amendment will take effect on January 1, 2017, and operates
retroactively to January 1, 2013, for persons who received the exemption prior to January 1, 2017. The
CS/HJR 275 is tied to House Bill 277, approved by the Governor on March 25, 2016, which states
essentially the same intent and purpose, and has the same effective date of CS/HJR 275.
2017 Regular Session-Proposed Legislation
The proposed House Bill HB 49 ("HB 49"), which was filed for review during the upcoming
Florida Legislature's 2017 Regular Session, requires property appraisers to reduce the assessed value on
residential property damaged or destroyed by natural disaster under certain conditions. Senate Bill SB
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272 ("SB 272"), is similar to HB 49. At this time, the City cannot predict whether HB 49 and/or SB 272 will
become law, and if so, whether it will be in its current form. The City does not know what impact, if any,
HB 49 or SB 272 will have on the City's collection of ad valorem taxes, if approved.
The proposed Senate Bill SJR 76 ("SJR 76"), which was filed for review during the upcoming
Florida Legislature's 2017 Regular Session, proposes an amendment to the State Constitution to remove
the scheduled January 1,2019 repeal of the limitation which prohibits the increase in the assessed value of
non-homestead property to 10% per year. House Bill HJR 21 ("HJR 21"), is similar to SJR 76. At this time,
the City cannot predict whether SJR 76 and/or HJR 21 will become law, and if so,whether it will be in its
current form. The City does not know what impact, if any, SJR 76 or HJR 21 will have on the City's
collection of ad valorem taxes, if approved.
The proposed Senate Bill SB 226 ("SB 226"), which was filed for review during the upcoming
Florida Legislature's 2017 Regular Session, revises the provision concerning delinquent taxes prior to
claiming adverse possession. The bill also revises provisions related to payment of ad valorem taxes and
ad valorem assessments under specified situations, revises provisions authorizing property appraisers to
waive unpaid penalties and interest, revises property value owned by certain persons that is exempt from
taxation, and revises publication requirements for certain public hearings by local governments. House
Bill HB 289 ("HB 289"), is similar to SB 226. At this time, the City cannot predict whether SB 226 and/or
HB 289 will become law, and if so, whether it will be in its current form. The City does not know what
impact, if any,SB 226 and/or HB 289 will have on the City's collection of property taxes, if approved.
The proposed Senate Bill SB 390 ("SB 390"), which was filed for review during the upcoming
Florida Legislature's 2017 Regular Session, authorizes partial reimbursement of ad valorem taxes that
were paid on homestead properties that are rendered uninhabitable from damage inflicted by a hurricane
during 2016. The bill requires that the property owner provide documentation that the property was
uninhabitable and creates a misdemeanor of the first degree for a person who knowing and willfully
gives false information for the purpose of claiming a reimbursement. The bill also provides for
reimbursement of the state sales tax paid on the purchase of a mobile home to replace a mobile home that
experienced major damage from a hurricane during 2016. The bill includes appropriations for the
purpose of providing reimbursements.House Bill HB 279("HB 279"),is similar to SB 390.At this time,the
City cannot predict whether SB 390 and/or HB 279 will become law, and if so, whether it will be in its
current form. The City does not know what impact, if any, SB 390 and/or HB 279 will have on the City's
ad valorem assessments, if approved.
The proposed Senate Bill SJR 124 ("SJR 124"), which was filed for review during the upcoming
Florida Legislature's 2017 Regular Session, proposes an amendment to the State Constitution to authorize
the Legislature to provide, by general law, ad valorem tax relief on homestead property to the parent or
parents of a veteran who died from service-connected causes while on active duty as a member of the
United States Armed Forces.At this time,the City cannot predict whether SJR 124 will become law, and if
so, whether it will be in its current form. The City does not know what impact, if any, SJR 124 will have
on ad valorem taxes, if approved.
The proposed Senate Bill SB 90("SB 90"),which was filed for review during the upcoming Florida
Legislature's 2017 Regular Session, implements Amendment 4, which was approved by the voters in
August 2016. The bill exempts the assessed value of a renewable energy devise from tangible personal
property tax and the installation of those devices from determining the assessed value of real property,
both residential and non-residential, for the purpose of ad valorem taxation. The bill also revises the
definition of"renewable energy source device"to include power conditioning and storage devices,wiring,
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structural support and other components. The changes made by this legislation expire on December 31,
2037.At this time, the City cannot predict whether SB 90 will become law, and if so, whether it will be in
its current form. The City does not know what impact, if any, SB 90 will have on ad valorem taxes, if
approved.
The proposed Senate Bill SB 86("SB 86"),which was filed for review during the upcoming Florida
Legislature's 2017 Regular Session, requires that land that is jointly used for commercial non-agricultural
purposes and bona fide agricultural purposes directly related to apiculture, which is the raising, caring
for and breeding of honeybees, to be classified as agricultural for tax purposes, regardless of whether that
land is used primarily for commercial non-agricultural purposes. At this time, the City cannot predict
whether SB 86 will become law, and if so, whether it will be in its current form. The City does not know
what impact,if any,SB 86 will have on ad valorem taxes, if approved.
Legislative Proposals Relating to Ad Valorem Taxation
During recent years, various other legislative proposals and constitutional amendments relating
to ad valorem taxation and revenue limitation have been introduced in the State Legislature. Many of
these proposals provide for new or increased exemptions to ad valorem taxation, limit increases in
assessed valuation of certain types of property or otherwise restrict the ability of local governments in the
State to levy ad valorem taxes at recent, historical levels. There can be no assurance that similar or
additional legislation or other proposals will not be introduced or enacted in the current legislative
session or in the future that would, or might apply to, or have a material adverse effect upon, the City's
finances.
City of Ocoee,Florida
Principal Property Taxpayers
September 30,2015
(amounts expressed in thousands)
Percentage of Total
Taxpayer Taxable Assessed Value Taxable Assessed Value
Key Isle I&II $44,189 2.43%
RAIA FL SPEC Hackettstown II LLC 30,172 1.66
Duke Energy Florida Inc. 22,436 1.23
Manheim Remarketing LP 18,154 1.00
PAL of II LLC 13,637 0.75
West Oaks Mall Trust 13,202 0.73
Wal-Mart Stores East Inc. 12,499 0.69
Good Homes Plaza(E&A)LLC 12,451 0.68
Standard Pacific of Florida 12,044 0.66
PAL of I LLC 8,719 0.48
Source: Comprehensive Annual Financial Report of the City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
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PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS
For additional information concerning the City's Pension and Other Post-Employment Benefit Plans, see
"APPENDIX B - COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED
SEPTEMBER 30, 2015", Section II, Financial Section, Basic Financial Statements, Notes 12 and 13; Section II,
Financial Section, Required Supplementary Information and Section III, Statistical Section, Schedule of Revenues
by Source and Expense by Type.
Pension Plans
The City maintains two separate single-employer defined benefit pension plans for police officers
and firefighters and all other full-time employees who are included as part of the City's reporting entity
in Pension Trust Funds (each, a "Plan" and collectively, the "Plans"). In addition, the police and
firefighters plan provides disability benefits to Plan members. Chapters 175 and 185, Florida Statutes,
establish minimum benefit provisions. The Pension Trust Funds are administered by a Board of Trustees.
The City Commission appoints two trustees, employees elect two trustees and the four trustees select a
fifth member. The Board of Trustees may not amend any provisions of the Plans without the approval of
the City Commission.
Contributions from the State of Florida received under Chapters 175 and 185, Florida Statutes,
amounted to $516,942 in 2015 and were recorded as revenue and expenditures in the general fund. The
amounts legally required at September 30, 2015 to be reserved for the two Plans are $31,366,684 and
$41,551,995,respectively.
The Plans' financial statements are prepared using the accrual basis of accounting. Plan member
contributions are recognized in the period in which the contributions are due. Employer contributions to
each Plan are recognized when due and formal commitment to provide the contributions has been made.
Benefits and refunds are recognized when due and payable in accordance with the terms of the Plan. All
Plan investments are reported at fair value. Securities traded on a national or international exchange are
valued at the last reported sales price at current exchange rates. Investments without an established
market are reported at estimated fair value.
General Employees'Pension Plan
Plan Membership-At September 30,2015,Plan membership consisted of the following:
Inactive Plan Members or Beneficiaries Currently Receiving Benefits 78
Inactive Plan Members Entitled to but Not Yet Receiving Benefits 56
Active Plan Members 172
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
Contributions-Member contributions are 7.4%of salary. The Mayor and Commissioners are non-
contributory participants. City contributions are the remaining amount required in order to pay current
costs and amortize unfunded past service cost, if any, over 30 years.
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Net Pension Liability-The City's net pension liability was measured as of September 30,2015, and
the total pension liability used to calculate the net pension liability was determined as of that date. The
components of the net pension liability on September 30,2015 were as follows:
Total Pension Liability $32,842,516
Plan Fiduciary Net Pension (31,417,074)*
Sponsor's Net Pension Liability $1,425,442
Plan Fiduciary Net Pension as a Percentage of Total Pension Liability 95.66%
*Includes accrued investment income net of prepaid city contributions not included in the funds.
Source: Comprehensive Annual Financial Report for Orange County, Florida for the Fiscal Year Ended
September 30,2015.
Changes in Net Pension Liability
Increase(Decrease)
Total Pension Plan Fiduciary Net Pension
Liability Net Position Liability
(a) (b) (a)-(b)
Balances at September 30,2014 $30,970,526 $30,589,698 $ 380,828
Changes for a Year
Service Cost 1,130,748 - 1,130,748
Interest 2,440,626 - 2,440,626
Differences between expected and actual (480,737) - (480,737)
experience
Changes of assumptions - - -
Contributions-employer - 1,077,570 (1,077,570)
Contributions-employee - 603,922 (603,922)
Net investment income - 454,266 (454,266)
Benefit payments, including refunds of (1,218,647) (1,218,647) -
employee contributions
Administrative Expense - (89,735) 89,735
Net Changes 1,871,990 827,376 1,044,614
Balances at September 30,2015 $32,842,516 $31,417,074 $1,425,442
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
Deferred outflows and inflows of resources - For the year ended September 30, 2015, the City will
recognize a pension expense of$900,039.
Concentrations - The Plan did not hold investments in any one organization that represents five
percent(5%)or more of the Plan's fiduciary net position.
Rate of return - For the year ended September 30, 2015 the annual money-weighted rate of return
on Plan investments,net of pension plan investment expense,was 1.47 percent.
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Police Officers'and Firefighters'Pension
Plan Membership-At September 30,2015,Plan membership consisted of the following:
Inactive Plan Members or Beneficiaries Currently Receiving Benefits 47
Inactive Plan Members Entitled to but Not Yet Receiving Benefits 24
Active Plan Members 115
186
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
Contributions- Member contributions are 8% of salary. The City contributions are the remaining
amount required in order to pay current costs and amortize unfunded past service cost, if any, as
provided in Chapter 112,Florida Statutes.
Net Pension Liability-The City's net pension liability was measured as of September 30, 2015, and
the total pension liability used to calculate the net pension liability was determined as of that date. The
components of the net pension liability on September 30,2015 were as follows:
Total Pension Liability $50,360,075
Plan Fiduciary Net Pension (41,612,164)*
Sponsor's Net Pension Liability $8,747,911
Plan Fiduciary Net Pension as a Percentage of Total Pension Liability 82.63%
*Includes accrued investment income net of prepaid city contributions not included in the funds.
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
[Remainder of page intentionally left blank]
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Changes in Net Pension Liability
Increase(Decrease)
Total Pension Plan Fiduciary Net Pension
Liability Net Position Liability
(a) (b) (a)-(b)
Balances at September 30,2014 $47,615,120 $40,770,015 $ 6,845,105
Changes for a Year:
Service Cost 1,245,860 - 1,245,860
Interest 3,784,844 - 3,784,844
Change in excess state money 95,618 95,618
Differences between expected and actual (146,497) - (146,497)
experience
Contributions-employer - 1,726,011 (1,726,011)
Contributions-state - 516,942 (516,942)
Contributions-employee - 584,706 (584,706)
Net investment income - 343,322 (343,322)
Benefit payments, including refunds of
employee contributions (2,234,870) (2,234,870) -
Administrative Expense - (93,962) 93,962
Net Changes 2,744,955 842,149 1,902,806
Balances at September 30,2015 $50,360,075 $41,612,164 $ 8,747,911
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
Deferred outflows and inflows of resources - For the year ended September 30, 2015, the City will
recognize a pension expense of$1,612,430.
Concentrations - The Plan did not hold investments in any one organization that represents five
percent(5%) or more of the Plan's fiduciary net position.
Rate of return - For the year ended September 30, 2015 the annual money-weighted rate of return
on Plan investments,net of pension plan investment expense was 0.84 percent.
Other Post-Employment Benefits:
In accordance with Section 112.0801, Florida Statutes, the City makes continued group health
insurance through the City's current provider available to retirees and eligible dependents provided
certain service requirements and normal age retirement requirements have been met. This benefit has no
cost to the City, other than the implicit cost of including retirees in the group calculation. All premiums
are paid by the retiree. The City has fifteen retirees currently receiving benefits. The City has chosen
pay-as-you-go funding, but is recording the liability in the government wide financial statements. This
plan does not issue stand-alone financial statements.
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As of October 1, 2013, the most recent actuarial valuation date, the actuarial accrued liabilities
(AAL) and unfunded actuarial accrued liability (UAAL) for benefits was $1,796,034, and the plan has a
funded ratio of 0%. The covered payroll was $15,078,052 and the ratio of the UAAL to covered payroll
was 12%.
The annual required contribution and Net OPEB Obligation for the fiscal year ended
September 30,2015 is as follows:
Annual Required Contribution $ 210,591
Interest on Net OPEB Obligation 196,463
Adjustment to Annual Required Contribution (195,660)
Annual OPEB cost 211,394
Employer Contributions (62,993)
Increase in Net OPEB Obligation 148,401
Net OPEB Obligation(beginning of year) 4,365,838
Net OPEB Obligation(end of year) $ 4,514,239
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
Three Year Trend Information—
Percentage of OPEB Net OPEB
Fiscal Year Ending Annual OPEB Cost Cost Contributed Obligation
9/30/2015 $211,394 29.8% $4,514,239
9/30/2014 208,449 30.1% 4,365,838
9/30/2013 286,000 21.3% 4,220,208
Source: Comprehensive Annual Financial Report for City of Ocoee, Florida for the Fiscal Year Ended
September 30,2015.
Actuarial Cost Method - The entry age normal, level percentage of pay cost method was used to
determine all liabilities, with the liability for each active employee assumed to accrue over his working
lifetime based on elapsed time from his date of hire until retirement.
Amortization Method - Liabilities are amortized over a 30 year period as a level of percentage of
payroll,closed.
Investment Return (Discount Rate) - 4.5% per annum, compounded annually, net of investment
related expenses.
A-19
APPENDIX B
CITY OF OCOEE,FLORIDA
COMPREHENSIVE ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED SEPTEMBER 30,2015
APPENDIX C
FORM OF THE RESOLUTION
APPENDIX D
FORM OF BOND COUNSEL OPINION
APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
[APPENDIX F
SPECIMEN MUNICIPAL BOND INSURANCE POLICY]
EXHIBIT C
Form of Continuing Disclosure Certificate
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 $ Capital
Improvement Revenue and Refunding Bonds, Series 2017 (the "Bonds"). The Bonds are being issued
pursuant to Resolution No. 2017- of the City Commission of the Issuer (the "City Commission"),
adopted on , 2017, as amended and supplemented from time to time, particularly as
supplemented by Resolution No.2017- adopted on ,2017(the"Resolution").
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined
below) of the Bonds and in order to assist the Participating Underwriters in complying with the
continuing disclosure requirements of the Rule(defined below).
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the
following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in,Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes.
"Dissemination Agent" shall mean initially FSC Continuing Disclosure Services, a Division of
Hilltop Securities Inc., or any successor Dissemination Agent designated in writing by the Issuer and
which has filed with the Issuer a written acceptance of such designation.
"EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at
http://www.emma.msrb.org.
"Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under
the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the
Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body
and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a
court or governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Obligated Person.
"Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
25136/015/01201195.DOCv1 1
"Obligated Person" shall mean any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other arrangement to
support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond
insurance, letters of credit,or other liquidity or credit facilities).
"Participating Underwriters" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each entity authorized and approved by the Securities and Exchange
Commission from time to time to act as a repository for purposes of complying with the Rule. As of the
date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is
the MSRB,which currently accepts continuing disclosure submissions through EMMA.
"Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
"State"shall mean the State of Florida.
SECTION 3. PROVISION OF ANNUAL REPORTS.
(a) The Issuer shall, or shall cause the Dissemination Agent to, by not later than
April 30th following the end of the prior fiscal year, beginning with the report for fiscal year ending
September 30, 2016, provide to any Repository in electronic format as prescribed by such Repository an
Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The
Annual Report may be submitted as a single document or as separate documents comprising a package,
and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;
provided that the audited financial statements of the Issuer may be submitted separately from the balance
of the Annual Report and later than the date required above for the filing of the Annual Report if they are
not available by that date provided, further, in such event unaudited financial statements are required to
be delivered as part of the Annual Report in accordance with Section 4(a)below. If the Issuer's fiscal year
changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5.
(b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination
Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by
telephone and in writing(which may be by e-mail) to remind the Issuer of its undertaking to provide the
Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the
Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days
prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not
be able to file the Annual Report within the time required under this Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to
file has occurred and to immediately send a notice to the Repository in substantially the form attached as
Exhibit A.
25136/015/01201195.DOCv1 2
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report
the name and address of any Repository;
(ii) if the Dissemination Agent is other than the Issuer, file a report with the
Issuer certifying that the Annual Report has been provided pursuant to
this Disclosure Certificate, stating the date it was provided and listing
any Repository to which it was provided;and
(iii) if the Dissemination Agent has not received an Annual Report by 6:00
p.m. Eastern time on the annual filing date (or, if such annual filing date
falls on a Saturday, Sunday or holiday, then the first business day
thereafter) for the Annual Report,a failure to file shall have occurred and
the Issuer irrevocably directs the Dissemination Agent to immediately
send a notice to the Repository in substantially the form attached as
Exhibit A without reference to the anticipated filing date for the Annual
Report.
SECTION 4. CONTENT OF ANNUAL REPORTS. The Annual Report shall contain or include
by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
statements contained in the final Official Statement dated , 2017 (the "Official Statement"),
and the audited financial statements shall be filed in the same manner as the Annual Report when they
become available;and
(b) updates to the tables in the Official Statement entitled "HISTORICAL HALF-CENT
SALES TAX REVENUE DISTRIBUTION", "HISTORICAL COMMUNICATIONS SERVICES TAX
REVENUE DISTRIBUTION", "HISTORICAL PUBLIC SERVICE TAX REVENUES", and "PRO FORMA
DEBT SERVICE COVERAGE ON THE BONDS".
The information provided under Section 4(b) may be included by specific reference to
documents, including official statements of debt issues of the Issuer or related public entities, which are
available to the public on the Repository's Internet 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.
25136/015/01201195.DOCv1 3
SECTION 5. REPORTING OF SIGNIFICANT EVENTS.
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall be
given in a timely manner not in excess of ten(10)business days after the occurrence of the event,with the
exception of the event described in number 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;
5. substitution of credit or liquidity providers,or their failure to perform;
6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701
TEB) or other material notices or determinations with respect to the tax status of
the Bonds,or other material events affecting the tax status of the Bonds;
7. modifications to rights of the holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. defeasances;
10. release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. ratings changes;
12. an Event of Bankruptcy or similar event of an Obligated Person;
13. the consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the
Obligated Person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material;
14. appointment of a successor or additional trustee or the change of name of a
trustee, if material;and
15. notice of any failure on the part of the Issuer to meet the requirements of Section
3 hereof.
25136/015/01201195.DOCv1 4
(b) The notice required to be given in paragraph 5(a) above shall be filed with any
Repository, in electronic format as prescribed by such Repository.
SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings
submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying
information as prescribed by the Repository. Such information may include,but not be limited to:
(a) the category of information being provided;
(b) the period covered by any annual financial information, financial statement or
other financial information or operation data;
(c) the issues or specific securities to which such documents are related (including
CUSIPs, issuer name, state, issue description/securities name, dated date,
maturity date, and/or coupon rate);
(d) the name of any Obligated Person other than the Issuer;
(e) the name and date of the document being submitted;and
(f) contact information for the submitter.
SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of
all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no
longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give
notice of such termination in the same manner as for a Listed Event under Section 5.
SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be
FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc..
SECTION 9. AMENDMENT. Notwithstanding any other provision of this Disclosure Certificate,
the Issuer may amend this Disclosure Certificate provided that the following conditions are satisfied:
(a) The amendment may only be made in connection with a change in circumstances
that arises from a change in legal requirements, change in law, or change in the identity, nature
or status of the Issuer, or the type of business conducted;
(b) The undertaking, as amended, would have complied with the requirements of
the Rule at the time of the primary offering of the Bonds, after taking into account any
amendments or interpretations of the Rule,as well as any change in circumstances;and
(c) The amendment does not materially impair the interests of the holders, as
determined either by parties unaffiliated with the Issuer or obligated person (such as the trustee
or bond counsel), or by approving vote of bondholders pursuant to the terms of the governing
instrument at the time of the amendment.
In the event of any amendment of this Disclosure Certificate, the Issuer shall describe such
amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the
25136/015/01201195.DOCv1 5
reason for the amendment and its impact on the type(or in the case of a change of accounting principles,
on the presentation) of financial information or operating data being presented by the Issuer. In addition,
if the amendment relates to the accounting principles to be followed in preparing financial statements,
(i)notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii)
the Annual Report for the year in which the change is made should present a comparison (in narrative
form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis
of the new accounting principles and those prepared on the basis of the former accounting principles.
SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or including
any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein
constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with
any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandamus or specific performance by
court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate;provided,
however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to
comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A
default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution.
SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate,
and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The
Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or
notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the
Issuer,the holders of the Bonds or any other party.
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25136/015/01201195.DOCv1 6
SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the
Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from
time to time of the Bonds, and shall create no rights in any other person or entity.
Dated as of ,2017
CITY OF OCOEE,FLORIDA
By:
Name: Rusty Johnson
Title: Mayor
ATTEST:
By:
Name: Melanie Sibbitt
Title: City Clerk
25136/015/01201195.DOCv1 7
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Ocoee, Florida
Name of Bond Issue: City of Ocoee, Florida Capital Improvement Revenue and Refunding Bonds,
Series 2017
Date of Issuance: ,2017
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to
the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate dated as
of , 2017. The Issuer anticipates that the Annual Report will be filed by
Dated:
CITY OF OCOEE,FLORIDA
By:
Name:
Title:
25136/015/01201195.DOCv1 B-1
EXHIBIT D
Form of Registrar and Paying Agent Agreement
Exhibit "D"
REGISTRAR AND PAYING AGENT AGREEMENT
THIS REGISTRAR AND PAYING AGENT AGREEMENT, dated as of
2017, by and between the CITY OF OCOEE, FLORIDA (the "Issuer"), and REGIONS BANK, an
Alabama banking corporation,having a place of business at Jacksonville, Florida (the "Bank").
WITNESSETH:
WHEREAS, the Issuer, by the Resolution (as hereinafter defined), has designated the
Bank as Registrar and Paying Agent for its $ Capital Improvement Revenue and
Refunding Bonds, Series 2017(the "Bonds"); and
WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Registrar and
Paying Agent and the compensation to be paid the Bank for its services.
NOW, THEREFORE, it is agreed by the parties hereto as follows:
Section 1. Duties. The Bank agrees to serve as Registrar and Paying Agent for the
Bonds and to perform the duties of Registrar and Paying Agent as specified in or contemplated
by Resolution No. 2017- of the City Commission of the Issuer, adopted on , 2017,
as amended and supplemented from time to time, particularly as supplemented by Resolution
No. 2017-_adopted on , 2017(collectively, the "Resolution").
Section 2. Deposit of Funds. The Issuer shall deposit or cause to be deposited with
the Bank sufficient funds from the funds pledged for the payment of the Bonds under the
Resolution to pay when due and payable the principal of, premium, if any, and interest on the
Bonds.
Section 3. Use of Funds; Canceled Bonds. The Bank shall use the funds received
from the Issuer pursuant to Section 2 of this Agreement to pay the principal of, premium, if any,
and interest on the Bonds in accordance with the Resolution. Should the Bonds ever be held
other than by book-entry system, as described in Section 6 of the Resolution, the Bank shall
cremate canceled Bonds and transmit to the Issuer a certificate of destruction therefor.
Section 4. Statements. The Bank shall prepare and shall send to the Issuer written
statements of account relating to all transactions effected by the Bank pursuant to this
Agreement on a monthly basis.
Section 5. Obligation to Act. The Bank shall be obligated to act only in accordance
with the Resolution and any written instructions received in accordance therewith; provided,
however, that the Bank is authorized hereby to comply with any orders, judgments or decrees
of any court with or without jurisdiction and shall not be liable as a result of its compliance with
the same.
Section 6. Reliance by Bank. The Bank may rely absolutely upon the genuineness
and authorization of the signature and purported signature of any party upon any instruction,
notice,release, request, affidavit or other document delivered to it pursuant of the Resolution.
Section 7. Counsel;Limited Liability. The Bank may consult with counsel of its own
choice and shall have sole and complete authorization and protection for any action taken or
suffered by it under the Resolution in good faith and in accordance with the opinion of such
counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment,
or for any acts or omissions of any kind unless caused by its willful misconduct or negligence.
Section 8. Fees and Expenses. In consideration of the services rendered by the Bank
as Registrar and Paying Agent, the Issuer agrees to and shall pay to the Bank its proper fees and
all expenses, charges, attorneys' fees and other disbursements incurred by it or its attorneys,
agents and employees in and about the performance of its powers and duties as Registrar and
Paying Agent as set forth in Exhibit A attached hereto. The Bank shall not be obligated to allow
and credit interest upon any moneys in respect of principal, interest or premium, if any, due in
respect of the Bonds, which it shall at any time receive under any of the provisions of the
Resolution or this Agreement.
Section 9. Furnishing Information; Authorization. The Bank shall, at all times,
when requested to do so by the Issuer in writing, furnish full and complete information
pertaining to its functions as the Registrar and Paying Agent with regard to the Bonds, and shall
without further authorization, execute all necessary and proper deposit slips, checks, certificates
and other documents with reference thereto.
Section 10. Cancellation; Termination. Either of the parties hereto, at its option, may
cancel this Agreement after giving thirty (30) days written notice to the other party of its
intention to cancel, and this Agreement may be canceled at any time by mutual consent of the
parties hereto. This Agreement shall terminate without further action upon final payment of
the Bonds and the interest appertaining thereto.
Section 11. Surrender of Funds, Registration Records; Notification of Bondholders.
In the event of a cancellation of this Agreement, the Issuer shall deliver any proper and
necessary releases to the Bank upon demand and the Bank shall upon demand pay over the
funds on deposit with the Bank as Registrar and Paying Agent in connection with the Bonds
and surrender all registration books and related records, and the Issuer may appoint and name
a successor to act as Registrar and Paying Agent for the Bonds. The Issuer shall, in such event,
at its expense, notify all holders of the Bonds of the appointment and name of the successor, by
providing notice in the manner required for the redemption of the Bonds.
2
Section 12. Nonassignability. This Agreement shall not be assigned by either party
without the written consent of the other party.
Section 13. Modification. No modification of this Agreement shall be valid unless
made by a written agreement, executed and approved by the parties hereto.
Section 14. Severability. Should any action or part of any section of this Agreement
be declared void, invalid or unenforceable by any court of law for any reason, such
determination shall not render void, invalid or unenforceable any other section or other part of
any section of this Agreement.
Section 15. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida (the "State").
Section 16. Merger or Consolidation of the Bank. Any corporation into which the
Bank may be merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Bank shall be a party, shall be the successor Registrar
and Paying Agent under this Agreement, without the execution or filing of any paper or any
further act on the part of the parties hereto, provided however that the Bank shall provide 30
days prior written notice to the Issuer of any such merger or consolidation.
Section 17. Compliance with Escheat Laws. Notwithstanding anything herein to the
contrary, the Bank will escheat any money deposited with the Bank for the payment of the
principal, redemption premium, if any, or interest on any Bond as required by the laws of the
State. Any unclaimed moneys provided for the payment of Bonds shall not be returned to the
Issuer,but shall be disposed of in accordance with applicable law.
[Remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers and their official seals to be hereunto affixed and attested as of
the date first above written.
(SEAL) CITY OF OCOEE, FLORIDA
By:
Name: Rusty Johnson
Title: Mayor
ATTEST:
By:
Name: Melanie Sibbitt
Title: City Clerk
[Signature page to Registrar and Paying Agent Agreement between
City of Ocoee, Florida and Regions Bank]
j:\wdox\docs\clients\25136\015\agrmnt\01196943.doc
4
REGIONS BANK
By:
Name: Craig A.Kaye
Title: Vice President
[Signature page to Registrar and Paying Agent Agreement between
City of Ocoee, Florida and Regions Bank]
5
EXHIBIT A
Fee for services as Paying Agent and Bond Registrar will be an annual fee of $350,
payable in advance; all ordinary expenses including postage are included in this amount.
EXHIBIT E
Project Description
Proceeds of such loan will be used to finance the construction, designing, permitting,
reconstruction, acquisition and equipping of certain additions, extensions and improvements to
public facilities within the Issuer, including without limitation the Maine Street extension, the
Bluford Avenue Reconstruction, the City Hall Relocation, the Lakeshore Center Expansion, the
Master Downtown Stormwater System, the Downtown Gravity Sewer System, the Oakland
Avenue Reconstruction, the McKey Street Reconstruction, the Bluford Second Left-Turn Lane,
the Silver Star Road Realignment - PD&E, the Kissimmee Avenue Realignment, the Taylor
Street Reconstruction, the Gateways and Wayfinding Phase 1, the Trail Connector Segment and
the Lakefront Park Improvements Phase 2 as further described in the descriptions on file with
the City Clerk, and such other governmental projects as may be approved by the City
Commission.