21-3230 - Bond Issuance - Series 2021

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The Series 2021 Bond shall be issued in fully registered form without coupons; shall be issued as a current interest paying Series 2021 Bond; shall be payable in lawful money of the United States of America; and shall bear interest from its date, payable only to the Registered Owner or its legal representative, and payment of the interest on the Series 2021 Bond shall be made by the Bond Registrar and Paying Agent on each Interest Payment Date to the Registered Owner, by wire transfer or check mailed to such Registered Owner at his address as it appears on such registration books on the 15th day of the calendar month (whether or not a business day) preceding the Interest Payment Date. Payment of the principal of the Series 2021 Bond shall be made upon the presentation and surrender of such Series 2021 Bond as the same shall become due and payable. The Series 2021 Bond shall be issued in certificated form and registered in the name of the Purchaser. The Series 2021 Bond may only be transferred, in whole or in part, to an "accredited investor" within the meaning of Rule 501 of the Securities Act of 1933, as amended (the "Securities Act") or a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act and shall bear a legend to such effect at the top of the first page thereof. Notwithstanding the foregoing, the Owner, in its sole discretion, shall have the right to assign all or a portion of the Series 2021 Bond to an affiliate of the Owner. The Series 2021 Project is hereby authorized. SECTION 7. CONDITIONS TO PURCHASE OF BOND BY PURCHASER. The City shall not be required to sell the Series 2021 Bond to the Purchaser and the Purchaser shall not be required to purchase the Series 2021 Bond until such time as the following conditions have been satisfied: (a) Receipt by the Mayor of a Purchaser's Certificate, the form of which is attached hereto as Exhibit "A", and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit "B". (b) Receipt by the Purchaser of the City Attorney's opinion as to the due authorization, execution, delivery and enforceability of the Ordinance, the Bond Resolution, this Series 2021 Resolution, the Series 2021 Bond, the Bond Referendum and such other matters required by the Purchaser. (c) Receipt by the City, with a Reliance Letter to the Purchaser, of an opinion of Bond Counsel as to the exclusion of the interest on the Series 2021 Bond from gross income for federal tax purposes under the Code, and certain other matters related to the Series 2021 Bond. (d) Receipt by the City of the supplemental opinion of Bond Counsel addressed to the City and the Purchaser to the effect that the Series 2021 Bond is not subject to the registration requirements of the Securities Act of 1933, as amended, and the Series 2021 Resolution, Bond Resolution and Bond Ordinance are exempt from qualification under the Trust Indenture Act of 1939, as amended. 2