18-3022 Project Financing under SRF for Planning of Smart Meter Conversion Project

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with arbitrage rebate covenants attached thereto expressing the expectation of the City as to the investment and expenditure of the proceeds of the Series 2011 Bond and of the investment of funds collected to pay the Series 2011 Bond, SECTION 7. NO BOOK -E, NTRY, The Series 2011 Bond shall be certificated and will not be eligible for book -entry registration. The Series 2011 Bond shall be issued in substantially the forms set forth in Exhibit "A" hereto. SECTION 8. PURCHASER RELYING UPON ITS OWN DUE DILIGENCE. The Purchaser is purchasing the Series 2011 Bond based upon its own due diligence regarding the Issuer and the Pledged Funds. Bypurchasing the Series 2011 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 ofthe Securities Act of 1933 promulgated by the Securities and Exchange Commission and Chapter 517 of the Florida Statutes. The Purchaser shall purchase the Series 2011 Bond for its own account and has represented that it has no present intention to sell or otherwise dispose of such Series 2011 Bond, but has reserved the right to do so. SECTION 9. NO RESERVE ACCOUNT REQUIREMENT. Pursuant to the Authorizing Resolution, the Issuer may establish a different Reserve Account Requirement by Supplemental Resolution. Accordingly, the Reserve Account Requirement for the Series 2011 Bond shall be $0. SECTION 10, NO RENEWAL AND REPLACEMENT FUND REQUIREMENT. Pursuant to the Authorizing Resolution, the Issuer may establish a different Renewal and Replacement Fund Requirement by Supplemental Resolution. Accordingly, the Renewal and Replacement Fund Requirement for the Series 2011 Bond shall be $0. SECTION 11. WAIVER OF CERTAIN PROVISIONS OF SERIES 2003A NOTE. The Issuer shall take such actions as are necessary as to redeem and defease the Series 2003A Note. Purchaser, as sole Holder of the Series 2003A Note, has indicated that upon issuance of the Series 2011 Bond, it will waive all notice and call provisions relating to the Series 2003A Note and allow such note to be currently refunded ftom the proceeds of the Series 2011 Bond. SECTION 12. APPOINTMENT OF REGISTRAR AND PAYING AGENT. Subject in all respects with the satisfaction of the conditions set forth in Section 5 hereof, the Issuer shall act as Registrar and Paying Agent for the Series 2011 Bond. SECTION 13. DESIGNATION OF THE SERIES 2011 BOND AS QUALIFIED TAX- EXEMPT OBLIGATIONS. An amount of the Series 2011 Bond equivalent to the outstanding amount of the Series 2003A Note represents a current refunding of "qualified tax-exempt obligations" and shall continue to represent "qualified tax-exempt obligations" under Section 265(B)(3) of the Code. Any amounts of the Series 2011 Bond exceeding the outstanding amount of the Series 2003A Note or amounts extending the weighted average maturity of the Series 2003A Note, if any, are hereby designated as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code based upon the findings of the Issuer set forth in the last recital of this Supplemental