21-3283 - Series 2021 Capital Improvement Bond - Police Station - Sterling National Bank

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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 City shall within five (5) days after it acquires knowledge thereof, notify the Owner in writing at its notice address (a) of any change in any material fact or circumstance represented or warranted by the City in this Resolution or in connection with the issuance of the Series 2021 Bond; (b) upon the happening, occurrence, or existence of any Event of Default, and (c) any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Owner, with such written notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken or proposed to be taken by the City with respect thereto. Regardless of the date of receipt of such notice by the Owner, such date shall not in any way modify the date of occurrence of the actual Event of Default. 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) Re-ceipt 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's counsel's opinion as to the due authorization, execution, delivery and enforceability of the Ordinance, this Resolution, the Series 2021 Bond 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 Resolution and Bond Ordinance are exempt from qualification under the Trust Indenture Act of 1939, as amended. (e) 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 7, the Mayor, upon the advice of the City's financial advisor as to the satisfaction of the provisions of this Resolution, is authorized to execute and deliver the Series 2021 Bond in exchange for the principal amount thereof from the Purchaser.