19-3143 Issuing Utility System Revenue Bond, Series 2019

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other characteristics of the Series 2019 Bond as provided herein and in Section 6 hereof. The City hereby approves the terms and details of the Series 2019 Bond and the application of the proceeds thereof, all as provided herein and in the bond terms agreement. The bond terms agreement to be executed by the Mayor shall establish the sale and closing dates of the Series 2019 Bond and act as bond purchase agreement as between the Issuer and the Purchaser. Execution by the Mayor of the bond terms agreement shall be conclusive evidence of the approval of such terms. The proceeds of the Series 2019 Bond shall be applied to the costs of the Series 2019 Project and to pay the costs of issuance of the Series 2019 Bond. SECTION 5. CONDITIONS TO PURCHASE OF SERIES 2019 BOND BY PURCHASER. The Issuer shall not be required to sell the Series 2019 Bond to the Purchaser and the Purchaser shall not be required to purchase the Series 2019 Bond until such time as the following conditions have been satisfied: (A) Receipt by the Mayor of a disclosure statement and a truth -in -bonding statement of the Purchaser complying with Section 218.385, Florida Statutes. (B) Receipt by the Purchaser of the Issuer's counsel's opinion as to the due authorization, execution, delivery and enforceability of this Supplemental Resolution and the Series 2019 Bond. (C) Receipt by the Issuer of an opinion of Bond Counsel as to the exclusion of the interest on the Series 2019 Bond from gross income for federal tax purposes under the Code, and certain other matters related to the Series 2019 Bond. (D) Such other conditions as shall be deemed necessary by bond counsel or the City Attorney. Upon satisfaction of all the requirements set forth in this Section 5, the Mayor, upon the advice of the City's financial advisor as to the satisfaction of the provisions of this Supplemental Resolution, is authorized to execute and deliver the Series 2019 Bond in exchange for the principal amount thereof from the Purchaser. SECTION 6. ARBITRAGE AND TAX CERTIFICATE. The Mayor and Finance Director are hereby authorized to execute an arbitrage and tax certificate prepared by bond counsel with arbitrage rebate covenants attached thereto expressing the expectation of the City as to the investment and expenditure of the proceeds of the Series 2019 Bond and of the investment of funds collected to pay the Series 2019 Bond. SECTION 7. NO BOOK -ENTRY. The Series 2019 Bond shall be certificated and will not be eligible for book -entry registration. The Series 2019 Bond shall be issued in substantially the form set forth in Exhibit "A" hereto. SECTION 8. PURCHASER RELYING UPON ITS OWN DUE DILIGENCE. The Purchaser is purchasing the Series 2019 Bond based upon its own due diligence regarding the Issuer and the Pledged Funds. By purchasing the Series 2019 Bond, it acknowledges that it is experienced in the field of purchasing municipal debt and that it is an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933 promulgated by the Securities and