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Home My WebLink About1993 12 00 - Utilities System Revenue BondsGARY B. FRESE I CRAELEs Lw NAEN VINCENT G. TonrY. JR. i RICHARD E. Tonry GREGORY S. HANSEN i J. PAfRICF ANDERSON LAURA L.. ANDERSON CHARLES A. SCNILUNOF.R STEPHEN P. HEUSTON WILI.LUt A. GRIMM OF COUNSEL CRIS BATES FOETER OF COUNSEL FRES34,. NASH & Tom -Y. P.A. ATTORNEYS AT LAW December 13, 1993 VIA TELECOPIER NO.: 904-356-2986 Robert F. Freeman, Esquire Squire, Sanders & Dempsey One Enterprise Center 225 Water Street, 21st Floor Jacksonville, FL 32202 RE: City of Sebastian, Florida Utilities System Revenue Bond, Series 1993 Our File No.: 93-2236 Dear Mr. Freeman: 930 S. HARROR CITY BLVD. SUITE 505 MELBOURNE. FLORIDA 32901 (407) 964-3300 FAX (407) 951-3741 tBOARD CERTIFIED IN TAXATION •BOARD CERTIFIED IN WU1S. TmU & ESTATES *BOARD CERTIFIED IN CML TRW. I.nW I have enclosed with this letter a copy of the Opinion Letter issued by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. dated December 16, 1993, for your reference. Please note that I have, in my possession, three originals of said Opinion Letter which I intend to deliver at the bond closing. Should you have any questions pertaining to this matter, please Robert F. Freeman, Esquire December 14, 1993 Page Two feel free to contact either myself or Joel K. Goldman, Esquire of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. Very truly FRESE, N SI/ PY, P.A. les Ian Nash CIN/bl Enclosures as stated cc: Mark T. Mustian, Esquire, via telecopier with copies of enclosures J€an E. Wilson, Esquire, via telecopier with copies of enclosures Kathryn M. O'Halloran, Interim City Manager, City of Sebastian with copies of enclosures Marilyn Swichkow, C.P.A., Finance Director, City of Sebastian with copies of enclosures Richard B. Votapka, P.E., Utilities Director, City of Sebastian with copies of enclosures Joel K. Goldman, Esquire with copies of enclosures I. ...:,rd 1 N.H. r F4...la. k. C. Alun.. C. ;,, L. %I ..... r. I.I.-n. Anr,a. [1--1 11 A........ David f. A.LI„un Char[:, N1 AnaanA.r I le.id I'. A: n Fred W. IIag; .v Kcrri L. Ilar.li Ililaric Ha., V. Dawn I1, ighey Natrona 1. IB:nford Lisa J. H.r Dale S. Be ..... Bridget Berry Mark F. Rideau Loret.e Jnn Rielhy Mark D. [if... Reginald L. Bouthi0icr. Jr. Howard Bregma. Blake D. Bringgold Francis B. Brogan- Jr. Ban Bruto. Bernardo Burstein David R. Chase Michael J. Cherniga Ary I:h..... I, I. trunk C"'d. •• C. D.:"I Cou.:1. Albs: A. del C ,.I1,. Alan T. Di maa.I 'rani I.. Donau. I.—. A. UuuKlu:n1 C.'ahtee R. Dull William H. F.ck Kenneth Edelman Gurlea W. Edg.c 111 Arthur J. England. Jr. Gary M. Epstein Henry H. ffluekyl Fox Jeffrey R. Fried Robin F. Frydman Be['.. C. Gang Richard G. Garrcu Brian K. Gant Jeffrey Gilbert Laurie L Gildan Bruce H. Giles -Klein Richard 1. Givato Lawrence Godofsky Joel K. Coleman Steven E. Goldman Joel K Goldman (3115) 579-0673 City of Sebastian Sebastian, Florida T r rr u A 1 s. 1 T L r a .11—.... )1 ... I. I..... 1, Jo'e"l, 1: I...Id,-... Su,-. 5. I...... I .... .. M."Inw I[ r.......,. Dianne 6n.-,LrK Mely N. C�.. „L.rg Sandra V L,..al'au Rohm 1.. 1;.....roe.. H.0nn,a A. Dan Paige A. Ilaq.. . Fred F. Il:rrri.. Jr. Alberta M. Il. nraulce C. Herntunh l,ne,.vu, Jeffrey A. Ilrr.,d, Kenneth C. Ibdfman Larry 1. Huffmno Kenneth A. Ilorkv Gerald J. II .... lihan Keith A. lam... Martin Kalb Ste... M. Katxmm, David S. Ken in Steven J. Kravlte Ronald C. I.F'.ce Steven A. taouly Steven B. laPidu. Nancy B. Inch �b,.h. M L.Inf.id l:rr,�.. I•. i. Ld,:rw Mne S. L.:.." O.enr la:vin Norman II. 1.Ipaff Cala. E. 11 ... nhs Juan I'. I" iet B,a- E. Macd..o.Kh Hulas. R Manlna Affred J. Malufauo Samantha 1). Malloy Ines Mar.:ro-Priegucs Enrique J. Martin Pedro J. Martine: -Frage Joel D. Mavcr Juan 1. AJayol. Jr. Robert R. McDonald John T. Manager Janet L. O'Brien Maury It. Clicker Rebcaa R. Orand Debbie M. Orshefsky Aileen Ortega A. Friesner Pardo Stevan J. Pardo Rose Parish -Ramon Marshall R. Pasternac1, December 16, 1993 Raymond James & Associates, Inc. Boca Raton, Florida Squire, Sanders & Dempsey Jacksonville, Florida I',. nn.y. ILL. .m It. I'npo AIL.. 11. (1.,.nu l Von... Va,vo Q,drnga C. H'an It-.” Mark J. Hei.ma. Lor. Reiter Ilar.y Scull Richard A. Jeffry Ihdnnsnn K. n,n. R. R.bino.rn It I A. It ... In.... Alan I1. IO,hd.k Marvin S. Ita..n Richard A. Ih.senhaum Ronald M. Rosenganen David L. It.. Gary A. Sad Elliot II. Schcrkcr Mark P. Schnapp Clifford A. Schalman Paul E. Shapiro Randy J. She. Paul A. Shclo.ita Brian 1. Sherr Enrique Silva Mariana K. Silverman Re: City of Sebastian, Florida, Utilities System Revenue Bonds, Series 1993 (the "1993 Bonds") Ladies and Gentlemen: We have acted as counsel connection with the sale of certain "City') to be funded by the City Raymond James & Associates, Inc. to General Devel utility facilities to t through the sale (the "Underwriter"). Ilolll I: .l �Lu.k Imus I'. ae�pL.a.,m 1...1 1.. �n... k..r Da u,[a, It. Ihurnlrurg Rul-n If "f aarig Ilriun J. WaW. Kent, W.... r.rrom IrIfroy W.!ilh..rn David E. WON Rradfard II. Wes, Howard W. Whitaker Jerrold A. Wi.h Timothy D. Wolfe Linda G. Wortan Julia A. Z hniacr T. Wayne Daviv, of Gmnael Arnold J. Hafb.an, of Counsel Patrick T O'Rrien, of Ceanaal 0. K. Roberts, of Cnu... I All.. Salovin, of Counaei Craig E. Stein, of Cea.ael Marc M. Watann. of Counsel Zachary If. Wn10, Retired opment Utilities, Inc. ("GDU") in be City of Sebastian, Florida (the and delivery of the 1993 Bonds to In such capacity, we have reviewed a copy of the City of Sebastian, Florida/General Development Utilities, Inc. Water and Sewer System Asset Purchase and Sale Agreement, dated October 12, 1993, between GDU and the City (the "Agreement"), relating to the City's acquisition of certain water and sewer facilities from GDU. GREENBERG. TRAURIC. HOFFMAN. LIPOFF, ROSEN & QUENTEL. P.A. 1221 BRICKELL AVENUE MIAMI. FLORIDA 33131 305.579-0500 FAX 305-579-0717 MIAMI FORT LAUDERDALE WEST PALM BEACH TALLAHASSEE City of Sebastian; Raymond James & Associates, Inc.; Squire, Sanders & Dempsey December 16, 1993 Page 2 We are of the opinion that: (a) GDU is a duly organized Florida corporation in good standing within the State of Florida; (b) The Agreement has been duly authorized, executed and delivered by GDU, and assuming due authorization, execution and delivery thereof by the City, constitutes a valid, binding and enforceable agreement of GDU in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity; (c) To the best of our knowledge, and without undertaking an independent investigation into any other matters, there is no action, suit, proceeding, injury or investigation at law or in equity before or by any court, government agency, public board or body, pending or, to the best of our knowledge, threatened against or affecting GDU, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by or the validity of the Agreement; and (d) To the best of our knowledge, and without undertaking an independent investigation into any other matters, all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the execution or performance of the Agreement by GDU have been obtained or effected or will be obtained prior to the closing of the transaction contemplated in the Agreement and we have no reason to believe that GDU will be unable to obtain or effect any such additional authorization, consent, approval or review that may be required in the future for the performance by GDU of its obligations under the Agreement. This opinion is furnished to you solely for your benefit in connection with the original delivery of the 1993 Bonds by the City to the Underwriter, and this opinion may not be relied upon by any other person for any purpose. This opinion is not to be used, circulated, quoted or otherwise referred to in any other connection other than as may be required by law. Respectfully submitted, GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEI, P.A.p GREENRF.Rc TRAURIc GARY B. FRESE 1 CNAELEs IAN NARH VINCENT G. TORPY. JR. _ RICHARD E. TORPT GREGORY S. 13ANSEN I J. PATRICK ANDERSON I,AUM L. ANDERSON CNARLEs A. SCHILLINOER STEPHEN P. HEUSTON WIIAAAM A. GRIMM OF COUNSEL CRIS BATES FOSTER OF COUNSEL FIZEsE, NAsH & ToRPY, P.A. ATTORNEYS AT LAW December 13, 1993 VIA FACSIMILE 930 S. HARBOR C= BLvO. SurrE 505 MELBOURNE, FLORIDA 32901 (407) 984.3300 FAX (407) 951-3741 tBOAED CERTIFIED W TA moN • BoAED CERTIFIED IN WILLS. TRUSIE & ESTATES 1B0ARI) CERTIFIED IN CML TEIAL LAW TO THE PERSONS ON THE ATTACHED DISTRIBUTION LIST RE: City of Sebastian Utilities System Revenue Bonds, Series 1993 Ladies & Gentlemen: The following revised closing documents are enclosed for your review and comment: 1. Opinion of Counsel to the City. I would appreciate receiving your comments on or before 5:00 p.m. on Tuesday, December 14, 1993. Your comments should be called into my legal secretary, Beth Lynch, or fax them to my attention. Telephone if you have any questions. Very truly yo rs, FRESEI NA & TO /SPY, P.A. Charles Ian Nash City Attorney City of Sebastian CIN/bl Enclosure as stated CITY OF SEBASTIAN Utilities System Revenue goods, Series 1993A CITY COUNSEL, Charles lan Nash, Esquire FRESE, NASH & TORPY, P.A. 930 South Harbor City Boulevard Suite 505 Melbouma, Florida 32,901 Phone (407) 964.3300 Fax: (407) 951.3741 BOND_ COUNSEL Mark T. Mushan, Esquire NABORS, G1BL1N & NICKERSON. 315 South Calhoun Street Suite 800 Tallahassee, Florida 32301 - Phone: 1904) 2244070 Fax: (904( 224.4073 Jdan E. Wilson, Esquire 201 South Orange Avenue Suite 1060 Orlando, Florida 32801 Phone: (40714267595 Fax.- 1407) 426-8022 UNDERWRITER Arthur rev RAYMOND JAMES & ASSOCIATES, INC. 2255 Glades Road, Suite 1204 Bora Raton, Florida 33431 Phone: (800) 327.1055 Fax: (40719900198 Oistrib: uhti Lim CiiY OF SEBASTIAN Kathryn D Ha`` Acting City Manager x36 UNDERWRITER'S COUNSFI MarilynSwichkoW. Rohert Freeman, Esquire Poona Direttor x40 SQUIRE, SANDERS & DEMPSEV Richard Votapka, One Enterprise Center Uti7ifies Direttor x45 225 Watt" Street, 21st Floor T225 Main Street Jacksonville, Florida 32202 SehasOan, Florida 32850 Phone (904( 3531264 Phone: (407) 589-5330 Fax: 1904) 356.2906 Fax: 1407) 589-5510 CITY COUNSEL, Charles lan Nash, Esquire FRESE, NASH & TORPY, P.A. 930 South Harbor City Boulevard Suite 505 Melbouma, Florida 32,901 Phone (407) 964.3300 Fax: (407) 951.3741 BOND_ COUNSEL Mark T. Mushan, Esquire NABORS, G1BL1N & NICKERSON. 315 South Calhoun Street Suite 800 Tallahassee, Florida 32301 - Phone: 1904) 2244070 Fax: (904( 224.4073 Jdan E. Wilson, Esquire 201 South Orange Avenue Suite 1060 Orlando, Florida 32801 Phone: (40714267595 Fax.- 1407) 426-8022 UNDERWRITER Arthur rev RAYMOND JAMES & ASSOCIATES, INC. 2255 Glades Road, Suite 1204 Bora Raton, Florida 33431 Phone: (800) 327.1055 Fax: (40719900198 FPEsE. Nasi & ToRPY. P.A. ATTORNEYS AT LAW GRAY B. FRESE 1 CHARLES IAN N"H VINCENT G. TORPY. JR , RICHARD E. TORPY GREGORY S. HANSEN i J. PATRICK ANDERSON L. ANDERSON N CHARLEDP CS A. SCHILWNOEA STEPHEN P. HEUSTON WILLIAM A. GRIMM OF COUNSEL CRIE BATES Fos R OF COUNSEL December 16, 1993 City Council of City of Sebastian City of Sebastian, Florida Arthur Ziev Raymond James & Associates, Inc. 2255 Glades Road, Suite 120A Boca Raton, Florida 33431 Larry E. Levitz Municipal Bond Investors Assurance Corporation 113 Ring Street Armonk, New York 10504 Robert Freeman, Esquire Squire, Sanders & Dempsey One Enterprise Center 225 Water Street, 21st Floor Jacksonville, Florida 32202 930 S. HARBOR CITY BLvn, Su1TE 505 MELBOURNE. FLORIDA 32901 (407) 984-3300 FAX (407) 951-3741 tBDAED CEHPIFIED IN TAXATION BOARD CEETIFIED IN WILLS. TRus &. EErATEE $BOARD CERTIFIED IN CN TRIAI.LAW RE: City of Sebastian, Florida $5,000.00 Utilities System Revenue Bonds, Series 1993 Ladies and Gentlemen: In connection with the issuance and sale of the above described Bonds (the "Series 1993 Bonds"), I have served as counsel to the City of Sebastian, Florida (the "City"). In connection therewith, I have reviewed various documents I have deemed necessary to enable me to render this opinion, including: (A) Resolution No. R-93-58 adopted by the City Council of the City on November 3, 1993, as later amended and supplemented in Resolution No. R-93-68 adopted by the City Council of the City on December 8, 1993, Resolution No. R-93-67 adopted by the City Council of the City on December 8, 1993, and Resolution No. R-93-76 adopted by the City Council of the City on December 15, 1993 (collectively, the "Bond Resolution") authorizing the Bonds; (B) Resolution No. R-93-59 adopted by the City Council of the City Council of City of Sebastian _ Arthur Ziev Larry E. Levitz, and Robert Freeman December 13, 1993 Page Two City on December 1, 1993 (the "Rate Resolution") establishing a water system rate schedule and a wastewater system rate schedule; (C) Resolution No. R-93-63 adopted by the City Council of the City on November 10, 1993 (the "Purchase Agreement Resolution") authorizing the purchase of the Sebastian Highlands Water and Wastewater System from General Development Utilities, Inc. pursuant to the Purchase Agreement; (D) The Official Statement, dated December 8, 1993 (the "Official Statement") with respect to the Series 1993 Bonds; (E) The Bond Purchase Agreement, dated December 8, 1993 (the "Purchase Contract") between the City and Raymond James & Associates, Inc. with respect to the Series 1993 Bonds; and (F) Such other certificates and documents as I have deemed necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon the representations of the City contained in the Bond Resolution, the Rate Resolution, the Purchase Agreement Resolution and in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation. All capitalized terms used herein shall have the meanings set forth in the Purchase Contract. Based upon the foregoing, I am of the opinion that: 1. The City is a municipal corporation of the State of Florida, duly created and validly existing under and by virtue of the Constitution and laws of the State of Florida, with legal authority to issue the Series 1993 Bonds, and secure the Series 1993 Bonds as provided by the Bond Resolution. 2. The City has full legal right, power and authority to adopt the Bond Resolution and to enter into and assume the obligations under the Purchase Contract and consummate all the transactions contemplated by the Bond Resolution and the Purchase Contract. 3. The City Council meetings held on November 3, 1993, November 10, 1993, December 1, 1993, December 8, 1993, and December City Council of City of Sebastian Arthur Ziev Larry E. Levitz, and Robert Freeman DRAFT December 13, 1993 Page Three 15, 1993, were duly noticed and validly convened. 4. The Bond Resolution, the Purchase Contract, the Rate Resolution, the Purchase Agreement and the Purchase Agreement Resolution have been duly adopted or authorized, executed and delivered by the City and, assuming due authorization, execution and deliver thereof by the other parties thereto, constitute binding and enforceable obligations of the City in accordance with their terms, except that the binding effect and enforceability are subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt and other laws in effect from time to time affecting rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity. 5. The information in the Official Statement under the captions "PURPOSE OF THE 1993 BONDS", "THE ACQUISITION PROGRAM", "THE CITY", "LITIGATION", "LEGAL MATTERS", and statements of fact under the caption "DISCLOSURE MATTERS" - Required by Florida Blue Sky Regulations", is correct in all material respects and does not omit any statement which, in my opinion, should be included or referred to therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 6. Based upon my review of the Official Statement, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement as of the date of the Closing, nothing has come to my attention which would lead me to believe that the Official Statement, when taken as a whole, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statement contained therein, in light of the circumstances under which they were made, not misleading (except for the financial information and statistical data contained in the Official Statement or in the Appendices thereto, as to all of which no view is expressed). 7. The adoption of the Bond Resolution, the Rate Resolution, the Purchase Agreement Resolution, and the execution and delivery of the Series 1993 Bonds, the Purchase Contract and the Purchase Agreement, and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a breach of City Council of City of Sebastian Arthur Ziev Larry E. Levitz, and Robert Freeman December 13, 1993 DRAFT Page Four or default under any constitutional provisions, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party, or to which the City or any of its property or 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 property or assets of the City or under the terms of any such law, regulation, or instrument, except as expressly provided in the Series 1993 Bonds, and the Resolution. 8. To the best of my knowledge and 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, public board or body, pending or, threatened against or affecting the City, nor to the best of my knowledge is there a basis for such action, suit, proceeding, inquiry or investigation wherein an unfavorable decision, ruling or finding would have a materially adverse affect upon the transactions contemplated by the Purchase Contract and the Official Statement or the validity of the Series 1993 Bonds, the Bond Resolution, the Rate Resolution, the Purchase Agreement and the Purchase Agreement Resolution. 9. The City has obtained, as contemplated in the Purchase Agreement, fee simple title or other appropriate possessory interest to the facilities constituting the System, subject only to such liens, encumbrances, administrative orders or proceedings, as are specifically disclosed in such opinion or in any policy of title insurance delivered in connection with the acquisition of the System as may be acceptable to the City. CIN/bl Very truly yours, FRESE, NASH & TORPY, P.A. Charles Ian Nash City Attorney City of Sebastian 12/13/93 12:26 S $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM001/038 SARAH M. BLCARLET MAUREEM M.CARTHT OAUGHTON THOMAS M, OUPPY L. THOMAS GIBLIM MARK G. LAWSON STEVEN E. MILLER MARK T MUSTIAN ROGER` L NABORS GEORGE M NICKERSON. JR GREGORY' STCWART JOHN R. STOKES WILLIAM O. TYLER JEAN E. WILSON NABORS. GIBLIN & NICKERSON. P. A. ATTORNEYS AT LAW SIGNATURE PLAZA. SUITE 1060 201 SOUTH ORANGE AVENUE ORLANDO, FLORIDA 32601 TELEPHONE (007) 626-7595 TELECOPT (407) 426-8022 December 13, 1993 BARNETT BANK SUILOING. SUITE BOO 313 SOUTH CALHOUN STREET TALLAHASSEE, F60910A 32301 (904) 2 -4070 TELECOPY (20A) 224-4073 THE POINTE, SUITE 1060 2502 ROCKY POINT DRIVE TAMPA FLORIDA 33507 TELEPHONE (813) 291-2222 TELECOPY (513) 291.0129 VIA FACSIMILE TO THE PERSONS ON THE ATTACHED DISTRIBUTION LIST WVE 3 Re: City o£ Sebastian Q I Utilities System Revenue Bonds, Series 1993 Ladies a Gentlemen: The following closing documents are enclosed for your review and comments: 1. Certificate as to Arbitrage and Certain Other Tax Matters, including Exhibit A - Arbitrage Rebate Statement, Exhibit B - MBIA Letter and Exhibit C - Underwriter's Certificate; 2. Approving Opinion of Bond Counsel; 3. Supplemental Opinion of Bond Counsel; 4. Reliance Letter of Bond Counsel; and 5. Opinion of Counsel to the City_ LAAA nauAAC.s-aay.yecemoer 16, 1993 by Sebastian's Mayor Lonnie Powell and must be finalized by Tuesday afternoon Your comments should be called into my legal assistant, Carmen Emerson, or faxed to my attention. Telephone if you have any questions. very truly yours, I' Je n E. Wilson /Jew enclosures Qy G:112301,Z �n �/ 12/13/93 12:26 $4074268022 TY OF EBASTIAN Kathryn O'Halloran, Acting City Manager 138 Marilyn Swichkow, Finance Director x40 iRichard Votapka, Utilities Director x45 1225 Main Street Sebastian, Florida 32958 Phone: (407) 589.5330 Fax: (407) 5895570 C COUNSEL Charles Ian Nash, Esquire FRESE, NASH & TORPY, P.A. 930 South Harbor City Boulevard Suite 505 Melbourne, Florida 32901 Phone: (4071984-3300 Fax: (407) 951-3741 BOND COUNSEL Mark T. Mustian, Esquire NABORS, GIBLIN & NICKERSON, 315 South Calhoun Street Suite 800 Tallahassee, Florida 32301 Phone: 19041 224-4070 Fax: (904) 224.4073 Jdan E. Wilson, Esquire 201 South Orange Avenue Suite 1060 Orlando, Florida 32601 Phone: (407) 426.7595 Fax: 1407) 426022 UNDERWRITER Arthur Ziev RAYMOND JAMES & ASSOCIATES, INC. 2255 Glades Road, Suite 120A Boca Raton, Florida 33431 Phone: (800) 327.1055 Fax: (40719980198 NGN ORLANDO CITY OF SEBASTIAN Utilities System Revenue Bonds, Series 1993A Distribution List Page 1 of 2 444 CITY OF SEBASTIA Hobert Freemen, Esquire SQUIRE, SANDERS & DEMPSEY One Enterprise Center 225 Water Street, 21st Floor Jacksonville, Florida 32202 Phone: (9041 353.1264 Fax: (904) 356-2986 Hal Schmidt HARTMAN & ASSOCIATES, INC. 201 East Pine Street Suite 1000 Orlando, Florida 32801 Phone: 18001881-3955 Fax: K07) 839-3790 U002/038 CERTIFIED PUBLIC ACCOUNTANTS Debbie Bradley HOYMAN, DOBSON & COMPANY, P.A. 6767 North Wickham Road Melbourne, Florida 32940 Phone: (4137) 25MOBB Fax: (407) 259-8648 RATE ANALYSTS Robert Ori HARTMAN & ASSOCIATES, INC. 201 East Pine Street Suite 1000 Orlando, Florida 32801 Phone* (8001881-3955 Fax: (407) 839.3790 NONIO¢ r 13,16930 G112331.00 11TO. 12/13/93 12:27 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 16003/038 Jenny Reid BARNETT BANKS TRUST COMPANY, N.A. 9000 Southside Boulevard Building 100 Jacksonville, Florida 32256 Phone: (904) 4642804 Fax: (904) 464.2255 MUNICIPAL BOND INSURER Larry E. Levitz MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION 113 King Street Armonk, New York 10504 Phone: (914) 765-3513 Fax: (914) 765.3163 Page 2 of 2 WhOmm , 13, 19938 G812302A@ 11:00. 12/13/93 12:27 '04074288022 NGN ORLANDO ... CITY OF SEBASTIA Z004/038 2.8 CERTIFICATE AS TO ARBITRAGE AND CERTAIN OTHER TAX MATTERS I, Marilyn Swichkow, Finance Director of the City of Sebastian, Florida (the "City"), being a person duly charged, together with others, with the responsibility for issuing the City's $5,000,000 Utilities System Revenue Bonds, Series 1993 (the "Series 1993 Bonds") dated as of December 1, 1993 being issued this day, DO HEREBY CERTIFY that: 1. AUTHORIZATION AND DEFINITIONS. The Series 1993 Bonds are being issued pursuant to the authority contained in Chapter 166, Florida Statutes, the City Charter and pursuant to Resolution R-93- 67 of the City, adopted December 8, 1993, as supplemented (collectively, the "Resolution"). The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate unless the context clearly indicates another meaning is intended. Other terms used in this Certificate shall have the meanings set forth for same in other provisions hereof or in the Code, or in the Regulations, or in the Arbitrage Rebate Statement attached hereto as Exhibit A, in each case unless the context clearly indicates another meaning is intended. 2. PURPOSE. The Series 1993 Bonds are being issued for the purposes of providing sufficient moneys to: (a) acquire certain water production, treatment, storage and distribution facilities, wastewater collection, treatment and effluent disposal facilities located in the City and the establishment of a City -owned water and wastewater utility system (the "System"), (b) make certain capital improvements to the System, (c) fund the Reserve Subaccount in an amount equal to the Reserve Subaccount Requirement, (d) pay acquisition and transition costs as well as any allowed reimbursement expenses associated with the acquisition by the City of the System, (e) provide for capitalized interest, and (f) pay certain costs of issuance incurred with respect to the Series 1993 Bonds. 3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Series 1993 Bonds and with respect to the proceeds of the Series 1993 Bonds: (a) NET PROCEEDS. (i) Total. The amount of proceeds received by the City from the sale of the Series 1993 Bonds (the "Net Proceeds"), which consists of the principal amount of $5,000,000, plus accrued interest of $10,728.44, less underwriter's discount of 12/13/93 12:27 %Y4074268022 NGN ORLANDO CITY OF SEBASTIA 0005/038 $62,500.00, less original issue discount of $8,451.00, will be $4,939,777.40. (ii) Accrued Interest. An amount of the Net Proceeds of the Series 1993 Bonds equal to $10,728.44, which represents accrued interest, will be deposited in the Payment Subaccount and will be used to pay a portion of the interest due on the Series 1993 Bonds on April 1, 1994. (iii) Capitalized Interest. An amount of the Net Proceeds of the Series 1993 Bonds equal to $21,419.27 will be deposited in the Payment Subaccount and used to pay a portion of the interest due on the Series 1993 Bonds on April 1, 1994. (iv) Project Account. An amount of the Net Proceeds of the Series 1993 Bonds equal to $4,340,000 will be deposited in the Project Account and will be used to pay a portion of the costs of the acquisition of the System and to pay the Costs of the Initial Project. (v) Reserve Subaccount Deposit. An amount of the Net Proceeds of the Series 1993 Bonds equal to $353,847.50 will be deposited in the Subaccount of the Reserve Subaccount established with respect to the Series 1993 Bonds. (vi) Costs of Issuance and Insurance. On the date hereof, an amount of Net Proceeds of the Series 1993 Bonds equal to $108,000.00 will be expended to provide for payment of an insurance premium to Municipal Bond Investors Assurance Corporation ('MBIA") for issuance of a bond insurance policy relating to the Series 1993 Bonds. In addition, an amount of the Net Proceeds of the Series 1.993 Bonds equal to $105,782.23 will be held by the City and will be used within six months of the date hereof to provide for the payment of the expenses of issuance of the Series 1993 Bonds. (b) NO OVERISSUANCE. The Net Proceeds of the Series 1993 Bonds ($4,939,777.40), less payment of the costs of issuance including the bond insurance policy premium to MBIA from the Net Proceeds of $108,000 will be $4,725,995.17 (the "Original Proceeds"). The Original Proceeds and the investment earnings thereon from amounts deposited in the Project Account will be used to finance the acquisition of the System and the acquisition and construction of the Initial Project. Taking into account other available funds, the Original Proceeds plus the investment earnings on the Original Proceeds do not exceed the amount necessary to finance the acquisition of the System and the acquisition and construction of the Initial Project. (C) PROJECT ACCOUNT: (i) Project Account. An amount of the Original Proceeds of the Series 3.993 Bonds equal to $4,340,000 will be deposited in the Project Account. Such amounts and investment earnings 12/13/83 12:28 $4074268022 NGF ORLANDO 444 CITY" OF SEBASTIA Z006/038 thereon will be used to pay a portion of the costs of the acquisition of the System and for a portion of the Costs of the Initial Project. (ii) use of Proiect Account Moneys. The City expects to spend all of the Original Proceeds of the Series 1993 Bonds and any investment proceeds related thereto on or before December 16, 1996. The City hereby represents that any amounts reimbursed to the City for expenditures made with respect to the Initial Project prior to the date hereof constituted "preliminary expenditures" within the meaning of Treasury Regulation Section 1.150-2(f)(2). Such amounts do not, in the aggregate exceed twenty percent (200) of the aggregate issue price of the Series 1993 Bonds. (iii) Binding Obligations. The City has spent or expects, within six months of the date hereof, to spend (or to enter into binding obligations with third parties obligating the City to spend) from the Original Proceeds and any investment proceeds thereon, an amount at least equal to the lesser of $100,000 or 2 1/2 percent of the cost of that portion of the initial Project to be financed from the Original Proceeds in order to commence or acquire such portion of the Initial Project. (iv) Due Diligence. Work on the acquisition and construction of the Initial Project to be funded from the Original Proceeds will proceed with due diligence to the completion thereof. (v) Disposal of Initial Project. The Initial Project is not expected to be sold or disposed of prior to the last maturity date of the Series 1993 Bonds, except such portions as may be disposed of in the normal course of business. (d) FLOW OF FUNDS. The City shall deposit or credit all Gross Revenues, as received, into the Revenue Account. Moneys in the Revenue Account shall be applied as follows: Operation and Maintenance Account. Moneys in the Revenue Account shall first be used each month to deposit or credit to the Operation and Maintenance Account such sums as are necessary to pay Operating Expenses for the ensuing month, taking into account other moneys reasonably expected to be available for such purpose; provided the City may transfer moneys from the Revenue Account to the Operation and Maintenance Account at any time to pay operating Expenses to the extent there is a deficiency in the Operation and Maintenance Account for such purpose. Amounts in the Operation and Maintenance Account shall be paid out from time to time by the City for reasonable and necessary Operating Expenses. Amounts remaining in the Revenue Account after the aforementioned deposits or credits to the Operation and Maintenance Account shall be applied by the City on or before the twenty-fifth 12/13/90 12:28 $4074268022 NGN ORLANDO 4�4 CITY" OF SEBASTIA U007/038 (25th) day of each month, commencing in the month immediately following the delivery of any of the Bonds to the purchasers thereof, or such later date as hereinafter provided, in the following manner and in the following order of priority: (i) Payment Subaccount. The City shall deposit or credit to the Payment Subaccount the sum which, together with the balance in said Subaccount, shall equal the interest on all Bonds Outstanding (except as to Capital Appreciation Bonds) accrued and unpaid to accrue to the end of the then current calendar month. The City shall also deposit or credit to the Payment Subaccount the sum which, together with the balance in said Subaccount, shall equal the principal amounts on all Bonds outstanding due and unpaid and that portion of the principal next due which would have accrued on such Bonds during the then current calendar month if such principal amounts were deemed to accrue monthly (assuming that a year consists of twelve (12) equivalent calendar months having 30 days each) in equal amounts from the next preceding principal payment due date, or, if there be no such preceding payment due date from a date one year preceding the due date of such principal amount. Moneys in the Payment Subaccount shall be applied by the City for deposit with the Paying Agents to pay the principal of and interest on the Bonds on or prior to the date the same shall become due_ (ii) Term Bonds Redemption Subaccount. Commencing in the month which is one year prior to the first Amortization Installment, there shall be deposited or credited to the Term Bonds Redemption Subaccount the sum which, together with the balance in such Subaccount, shall equal the Amortization Installments on all Term Bonds Outstanding due and unpaid and that portion of the Amortization Installments of all Term Bonds Outstanding next due which would have accrued on such Term Bonds during the then current calendar month if such Amortization Installments were deemed to accrue monthly (assuming that a year consists of twelve (12) equivalent calendar months having 30 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 Term Bonds Redemption Subaccount shall be used to purchase or redeem Term Bonds in the manner provided in the Resolution, and for no other purpose. (iii) Reserve Subaccount. Except as otherwise providedby the Resolution, the City is required to establish within the Reserve Subaccount a separate subaccount for each Series of Bonds issued under the Resolution. The moneys in each such subaccount shall be applied in the manner provided in the Resolution solely for the payment of the principal of, or Redemption Price, if applicable, and interest on the Series of Bonds for which it is designated in the event amounts on deposit in the Payment Subaccount and certain other accounts 12/13/93 12:29 $4074268022 NGN ORLANDO CITY OF SEBASTIA Z008/038 are insufficient therefor, and shall not be available to pay debt service on any other Series. There shall be deposited or credited to each subaccount of the Reserve Subaccount such sum, if any, as will be necessary to immediately restore the funds in each such Subaccount to an amount equal to the Reserve Subaccount Requirement applicable thereto including the reinstatement of any Reserve Subaccount Credit Instrument therein; provided, in no event shall the amount deposited or credited to the subaccounts of the applicable Reserve Subaccount be less than one twelfth (1/12) of the amount which would enable the City to restore the funds in each such subaccount to an amount equal to the Reserve Subaccount Requirement in one (1) year from the date of such shortfall. (iv) payments to Issuer of Reserve Subaccount. The City shall next make any payments required to be made to the issuer of any Reserve Subaccount Credit Instrument. (v) Renewal and Replacement Account. There shall be deposited or credited to the Renewal and Replacement Account an amount equal to one -twelfth of the Renewal and Replacement Requirement until the amount accumulated in such Account is equal to the Renewal and Replacement Account Requirement. In the event that the Renewal and Replacement Account Requirement is reduced, any excess amount in the Renewal and Replacement Account shall be deposited or credited to the Surplus Reserve Account. The moneys in the Renewal and Replacement Account shall be applied by the City for the purpose of paying the cost of major extensions, improvements or additions to, or the replacement or renewal of capital assets of, the System, or extraordinary repairs of the system; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the twenty-fifth (25th) day of the month next preceding such payment date), moneys in the Renewal and Replacement Account shall be applied for the payment into the Payment Subaccount, and the Term Bonds Redemption Subaccount when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys available in certain funds and accounts established under the Resolution for such purpose shall be inadequate to fully provide for such insufficiency. (vi) Subordinated Indebtedness. Gross Revenues shall next be applied by the City for the payment of any accrued debt service on Subordinated Indebtedness incurred by the City in connection with the System and in accordance with the proceedings authorizing such Subordinated Indebtedness. (vii) Administrative Expenses. Gross Revenues shall next be applied by the City to pay Administrative Expenses. 12/13/93 12:30 $4074268022 NGN ORLANDO -aa CITY OF SEBASTIA IM009/038 (viii) Surplus Reserve Account. The balance of any Gross Revenues remaining in said Revenue Account after the foregoing shall be deposited or credited to the Surplus Reserve Account. Moneys in the Surplus Reserve Account shall be applied monthly by the City, to the extent necessary, to pay Operating Expenses whenever the moneys in the Operation and Maintenance Account shall be insufficient for such purpose. Whenever no Event of Default shall have occurred and be continuing under the Resolution, and after setting aside in the Surplus Reserve Account a sum which, together with the moneys in the Operation and Maintenance Account, shall be sufficient to pay Operating Expenses for the succeeding twelve (12) months according to the Annual Budget, the balance of any moneys remaining in the Surplus Reserve Account may be applied by the City to any lawful purpose. Notwithstanding the foregoing requirement for the segregation of moneys for Operating Expenses, the City shall have the right, at any time, to apply any money in the Surplus Reserve Account to the payment of all or any part of principal of, Redemption Price or interest on the Bonds or any Subordinated Indebtedness. (ix) Water Impact Fees Account. The City shall deposit into the Water Impact Fees Account all Water Impact Fees as received, together with moneys transferred to such Account from the Surplus Reserve Account and such Water Impact Fees shall be accumulated in the Water Impact Fees Account and applied by the City in the following manner and order of priority: (A) for the payments on or prior to each Interest Payment Date (in no event earlier than the twenty-fifth (25th) day of the month next preceding such payment date) into the Payment Subaccount and the Term Bonds Redemption Subaccount, when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Surplus Reserve Account for such purpose pursuant to the Resolution shall be inadequate to fully provide for such insufficiency; (B) to pay the cost of acquiring and/or constructing new user water improvements or additions to the System in accordance with the plans and specifications provided by the Consulting Engineers and the requisitions for disbursement of moneys provided by the City; and (C) to be used for any other lawful purpose relating to the System. (x) Sewer Impact Fees Account. The City shall deposit into the Sewer Impact Fees Account all Sewer Impact Fees as received, together with moneys transferred to such Account from the Surplus Reserve Account and such Sewer Impact Fees shall be accumulated in the Sewer Impact Fees Account and applied by the Issuer in the following manner and order of priority; (A) for the payments on or prior to each Interest Payment Date (in no event earlier than the twenty-fifth (25th) day of the month next preceding such payment date) into the Payment Subaccount and the Term Bonds Redemption Subaccount, when the moneys therein are insufficient to pay the principal 12/13/93 12:30 $4074288022 NGN ORLANDO 4�� CITY OF SEBASTIA U010/038 of and interest on the Bonds coming due, but only to the extent moneys transferred from the Surplus Reserve Account for such purpose pursuant to the Resolution shall be inadequate to fully provide for such insufficiency; (B) to pay the cost of acquiring and/or constructing new user related sewer improvements or additions to the System in accordance with the plans and specifications provided by the Consulting Engineers and the requisitions for disbursement of moneys provided by the City; and (C) to be used for any other lawful purpose relating to the System. (xi) Rate Stabilization Account. The City may transfer into the Rate Stabilization Account such moneys which are on deposit in the Surplus Reserve Account as it deems appropriate. The City may transfer such amounts of moneys from the Rate Stabilization Account to the Revenue Account as it deems appropriate; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the twenty-fifth (25th) day of the month next preceding such payment date), moneys in the Rate Stabilization Account shall be applied for the payment into the Payment Subaccount and the Term Bonds Redemption Subaccount when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Surplus Reserve Account for such purposes and moneys transferred from the Water Impact Fees Account and Sewer Impact Fees Account shall be inadequate to fully provide for such insufficiency. (xii) Half -Cent Sales Tax Revenue Account. The City shall deposit all Half -Cent Sales Tax Revenues, as received, into the Half -Cent Sales Tax Revenue Account until the amount on deposit therein is equal to the aggregate required deposits to the Payment Subaccount and Term Bonds Redemption Subaccount on the next ensuing twenty-fifth (25th) day of the month. On the twenty -fifty (25th) day of each month, amounts on deposit in the Half -Cent Sales Tax Revenue Account shall be deposited or credited to the Payment Subaccount and Term Bonds Redemption Subaccount, when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Surplus Reserve Account, the Rate Stabilization Account, the Water Impact Fees Account and the Sewer Impact Fees Account for such purpose shall be inadequate to fully provide for such insufficiency. Any funds on deposit in the Half -Cent Sales Tax Revenue Account not required for deposit or credit to the aforementioned Accounts shall be transferred out of the Half - Cent Sales Tax Revenue Account and may be used for any other lawful purpose of the City. (xiii) Project Account. Amounts in the Project Account shall be used for the purpose of paying the Costs of the Initial Project. Amounts deposited in the Project Account may be used for the payment of debt service on the Series 1993 12/13/93 12:31 '84074268022 NGN ORLANDO 444 CITY OF SEBASTIA 0011/038 r Bonds; however, the City does not expect that amounts in such Account will be used to pay debt service on the Series 1993 Bonds and there is no assurance that any portion of the amounts deposited in such Account will be available to pay such debt service_ (xiv) Investment Earnings_ Any and all income received from the investment of moneys in the Payment Subaccount or Term Bonds Redemption Subaccount shall be retained in such fund and shall be expended within one year of receipt thereof. (xv) No Other Funds. other than the Revenue Account, Project Account, Payment Subaccount, Term Bonds Redemption Subaccount and Reserve Subaccount of the Debt Service Account, Renewal and Replacement Account, Surplus Reserve Account, Rate Stabilization Account and Half -Cent Sales Tax Revenue Account described in this Certificate, no fund or account has been established pursuant to any instrument which secures or otherwise relates to the Series 1993 Bonds. 4. YIELD. (a) GENERAL. For purposes of this Certificate, bond yield is, and shall be, calculated in the manner provided in Treasury Regulations Section 1.148-3T, and the provisions therein will be complied with in all respects. The term "bond yield" means, with respect to a bond, the discount rate that when used in computing the present value of all the unconditionally payable payments of principal and interest and all the payments for a qualified guarantee paid and to be paid with respect to the bond produces an amount equal to the present value of the issue price of the bond. In computing the purchase price of the Series 1993 Bonds, which is equal to the issue price, the City did not take into consideration the costs of issuance or the underwriters, discount. The purchase price of the Series 1993 Bonds, therefore, is $4,894,277.44 (principal amount of $5,000,000, plus accrued interest of $10,728.44, less original issue discount of $8,451.00, less municipal bond insurance policy premium of $108,000). For purposes hereof, yield is, and shall be, calculated on a 360 -day year basis with interest compounded semiannually. The yield on the Series 1993 Bonds calculated in the above-described manner is 6.492478 percent (the "Bond Yield"). Such calculation has been computed by Raymond James & Associates, Inc., the underwriter for the Series 1993 Bonds. It should be noted, however, that such yield may, under certain circumstances set forth in the Treasury Regulations, be subject to recalculation. See Exhibit A hereto. The purchase price of all obligations other than tax-exempt investments ("Taxable obligations") to which restrictions as to yield under this Certificate applies shall be calculated using (i) the price, taking into account discount, premium, and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable obligations were not purchased directly from the United States 12/19/99 12:92 $4074288022 NGN ORLANDO CITY OF SEBASTIA Q012/038 c Treasury. The City will acquire all such Taxable Obligations directly from the United States Treasury or in arms length transactions without regard to any amounts paid to reduce the yield on such Taxable Obligations. The City will not pay or permit the payment of any amounts to reduce the yield on any Taxable Obligations. (b) INSURANCE. On the date hereof, $108,000 will be paid to MBIA as a bond insurance policy premium for the Series 1993 Bonds. According to information supplied by Raymond James & Associates, Inc., the underwriter for the Series 1993 Bonds, the present value of the debt service savings reasonably expected to result from the purchase of such insurance, discounted at the yield of the Series 1993 Bonds, computed without taking into account the bond insurance policy premium, exceeds the amount of the bond insurance policy premium. Thus, for purposes of calculating the Bond Yield, the 108,000 bond insurance policy premium is treated as an interest payment on the date of issuance. For all other purposes such amounts are treated as an expense of issuance. (c) PAYMENT SUBACCOUNT -- ACCRUED AND CAPITALIZED INTEREST. Amounts held in the Payment Subaccount representing accrued and capitalized interest on the Series 1993 Bonds will be invested without regard to yield restriction for a period not to exceed 12 months from the date of deposit of such amounts in such Subaccount. Any amounts not expended within the period set forth above shall be invested at a yield not in excess of the Bond Yield. (d) DEBT SERVICE ACCOUNT -- DEBT SERVICE. Amounts held in the Debt Service Account which are set aside for the payment of the principal of and interest on the Series 1993 Bonds will be invested without regard to yield restriction for a period not to exceed 13 months from the date of deposit of such amounts in such Account. Any amounts not expended within the period set forth above shall be invested at a yield not in excess of the Bond Yield. (e) PROJECT ACCOUNT. Amounts deposited in the Project Account from Original Proceeds will be invested without regard to yield restrictions for a period not exceeding three years from the date hereof. Any such amounts not expended within the period set forth above shall, to the extent not invested in tax-exempt investments, be invested at a yield not in excess of the Bond Yield. (f) INVESTMENT EARNINGS. All investment earnings on amounts in the Project Account derived from Original Proceeds may be invested without regard to yield restrictions for a period not to exceed three years from the date hereof. Any investment earnings on amounts in the Project Account derived from Original Proceeds not expended within three years from the date hereof shall be invested at a Yield not in excess of the Bond Yield. All investment earnings on amounts in the Debt Service Account may be invested without regard to yield restriction for a period not to exceed one year from the date of receipt of the amount earned. All 12/13/93 12:32 $4074268022 NGN ORLANDO 44- CITY OF SEBASTIA U013/038 investment earnings on amounts in the Debt Service Account not expended within one year from the date of receipt shall be invested at a yield not in excess of the Bond Yield. 5. FURTHER CERTIFICATIONS. The City will take no action which would cause the Series 1993 Bonds to become Private Activity Bonds or Industrial Development Bonds (as such terms are defined in the Code), including, without limitation, any sale, lease, management or similar use of the Initial Project or the System to or by any person other than a governmental unit. None of the Gross Proceeds of the Series 1993 Bonds will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit. No bonds or other obligations of the City (a) were sold in the 15 days preceding the date of sale of the Series 1993 Bonds, (b) were sold or will be sold within the 15 days after the date of sale of the Series 1993 Bonds, (c) have been delivered in the past 15 days, or (d) will be delivered in the next 15 days, pursuant to a common plan of financing with the plan for the issuance of the Series 1993 Bonds and payable out of substantially the same source of revenues. The City does not expect that the proceeds of the Series 1993 Bonds will be used in a manner that would cause them to be arbitrage bonds under Section 148 of the Code. The City does not expect that the proceeds of the Series 1993 Bonds will be used in a manner that would cause the interest on the Series 1993 Bonds to be includable in the gross income of the holder of the Series 1993 Bonds under Section 103 of the Code. 6. REBATE. Moneys in the Rebate Account shall be held in trust by the City and, subject to the provisions hereof, shall be held for the benefit of the United States Government as contemplated under the provisions hereof and shall not constitute part of the Pledged Funds held for the benefit of the Holders of the Series 1993 Bonds or the City. The City acknowledges and agrees to comply with the terms of the Arbitrage Rebate Statement attached hereto as Exhibit A. 7. AMENDMENTS. The provisions hereof need not be observed and this Certificate may be amended or supplemented at any time by the City if, in each case, the City receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause, and that the terms of such amendment or supplement will not cause, any of the Series 1993 Bonds to become arbitrage bonds under Section 148 of the Code, or other applicable section of the Code, or otherwise cause interest on any of the Series 1993 Bonds to become includable in gross income for federal income tax purposes under the Code. S. SERIES 1993 BONDS NOT FEDERALLY GUARANTEED. Payment of debt service on the Series 1993 Bonds is not directly or indirectly guaranteed in whole or in part by the United States, within the 12/13/93 12:33 04074268022 NGN ORLANDO 44� CITY OF SEBASTIA 16014:038 meaning of Section 149(b) of the Code. None of the Original Proceeds of the Series 1993 Bonds will be invested directly or indirectly in federally insured deposits or accounts except for: (i) Original Proceeds invested during the applicable temporary periods described in paragraph 3(c)(ii) hereof until such original Proceeds are needed for the purpose for which the Series 1993 Bonds are being issued and (ii) investments of the Debt Service Account described in paragraphs 3(d)(i) and (ii) hereof. 9. SERIES 1993 BONDS NOT HEDGE BONDS. It is reasonably expected that not less than 85* of the Original Proceeds will be used to carry out the governmental purposes of the Series 1993 Bonds within three years from the date hereof. None of the Original Proceeds will be invested in nonpurpose investments having a substantially guaranteed yield for four years or more (including but not limited to any investment contract or fixed yield investment having a maturity of 4 years or more). The reasonable expectations stated above are not based on and do not take into account any expectations or assumptions as to the occurrence of changes in market interest rates or of federal tax law or regulations or rulings thereunder. Those reasonable expectations are not based on any prepayments of items other than items which are customarily prepaid. 10. ADDITIONAL COVENANTS. The City further agrees to (a) impose such limitations on the investment or use of moneys or investments related to the Series 1993 Bonds, (b) make such rebate payments to the United States Treasury, (c) maintain such records, (d) perform such calculations, (e) enter into such agreements, and (f) perform such other acts as may be necessary under the Code to preserve the exclusion from gross income for purposes of federal income taxation of interest on the Series 1993 Bonds, which it may lawfully do- ll. INFORMATION. The City agrees to file all information statements as may be required by the Code. 12. VALUATION AND MARKET PRICE RULES. In determining the amounts on deposit in any fund or account for purposes of this Certificate, the purchase price of the obligations, including accrued interest, shall be added together, and adding or subtracting to such purchase prices any discount, computed ratably on an annual basis. With respect to any amounts required to be restricted as to yield, the "market price rules" set forth in Exhibit A attached hereto shall apply_ 13. NO REPLACEMENT. No portion of the amounts received from issuance, conversion, sale or remarketing of the Series 1993 Bonds will be used as a substitute for other funds which were otherwise to be used for the payment of debt service of the Series 1993 Bonds, and which have been or will be used to acquire, directly or indirectly, obligations producing a yield in excess of the Bond Yield. 12/15/93 12:35 '6'4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM 015/038 14. RELIANCE. The City has relied on certain representations made by M13IA in its certificate attached as Exhibit B hereto and by Raymond James & Associates, Inc., in its certificate attached as Exhibit C hereto. The City is not aware of any facts or circumstances that would cause it to question the accuracy of such representations. 15. NO ADVERSE ACTION. The City has neither received notice that its Certificate may not be relied upon with respect to its issues, nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge and belief there are no facts, estimates or circumstances other than those expressed herein that materially affect the expectations herein expressed, and, to the best of my knowledge and belief, the City's expectations are reasonable. I further represent that the City expects and intends to be able to comply with the provisions and procedures set forth herein, including Section 148 of the Code. IN WITNESS WHEREOF, I have hereunto set my hand as of this 16th day of December, 1993. CITY OF SEBASTIAN, FLORIDA By: Finance Director 12/13/90 12:34 V4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM016/038 z EXHIBIT A ARBITRAGE REBATE STATEMENT This Arbitrage Rebate Statement is intended to set forth certain duties and requirements necessary for compliance with Section 148(f) of the Code to the extent necessary to preserve the tax exempt treatment of interest on the Series 1993 Bonds. This Statement is based upon Section 148(f) and, by analogy, to Treasury Regulations Sections 1.148-0 through 1.148-11, 1.149(b)-1 and (d)-1 and 1.150-0 through 1.150-2. However, it is not intended to be exhaustive. since the requirements of such Section 148(f) are subject to amplification and clarification, it may be necessary to supplement or modify this Statement from time to time to reflect any additional or different requirements of such Section or to specify that action required hereunder is no longer required or that some further or different action is required to maintain or assure the exemption from federal income tax of interest with respect to the Series 1993 Bonds. For purposes hereof, any covenant relating to a fund, account or subaccount established under the Resolution shall be deemed to apply only to that portion of such fund, account or subaccount allocable to the Series 1993 Bonds. SECTION 1. TAX COVENANTS. Pursuant to the Resolution, the City and has made certain covenants designed to assure that the interest with respect to the Series 1993 Bonds is and shall remain excludable from gross income for purposes of federal income taxation. The City shall not, directly or indirectly, use or permit the use of any proceeds of the Series 1993 Bonds or any other funds or take or omit to take any action that would cause the Series 1993 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or that would cause interest on the Series 1993 Bonds to be subject to federal income tax under the provisions of the Code. The City shall comply with all other requirements as shall be determined by Bond Counsel to be necessary or appropriate to assure that interest on the Series 1993 Bonds will be excludable from gross income for purposes of federal income taxation. To that end, the City shall comply with all requirements of Section 148 of the Code to the extent applicable to the Series 1993 Bonds. SECTION 2. DEFINITIONS. Capitalized terms used herein, not otherwise defined herein, shall have the same meanings set forth in the Resolution and in the City's Certificate as to Arbitrage and Certain Other Tax Matters relating to the Series 1993 Bonds. "Bond Counsel" means Nabors, Giblin & Nickerson, P.A., or such other firm of nationally recognized bond counsel as may be selected by the City. 12/13/93 12:34 V4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 0017/038 "Bond Year" means any one-year period (or shorter period from the Issue Date) ending on the close of business on the day preceding the anniversary of the Issue Date; provided, however, that the City may select any other day as the end of a Bond Year if such selection is made prior to the earlier of the final maturity date of the Series 1993 Bonds or the fifth anniversary of the Issue Date. "Computation Date" means any date selected by the City which is not more than 5 years later than the later of (x) the date of issue or (y) the most recent Computation Date; provided, however, that for purposes of paying any penalty due as a result of an election of the City pursuant to Section 3(f) hereof, the Computation Date shall be the last day of each six-month period described in said Section 3(f). "Code" means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations proposed or promulgated thereunder. "Fair Market Value" means, when applied to a Nonpurpose Investment, the fair market value of such Investment as determined in accordance with Section 4 hereof. "Gross Proceeds" means, with respect to the Series 1993 Bonds: (1) Amounts constituting sale proceeds of the Series 1993 Bonds, within the meaning of Treasury Regulations Section 1.148- 1(b) (i.e., amounts actually or constructively received from the sale of the Series 1993 Bonds, not including accrued interest). (2) Amounts constituting investment proceeds of the Series 1993 Bonds, within the meaning of Treasury Regulations Section 1.148-1(b) (i.e., amounts actually or constructively received from investing sale proceeds and investment proceeds of the Series 1993 Bonds). (3) Amounts constituting transferred proceeds of the Series 1993 Bonds, within the meaning of Treasury Regulations Section 1.148-1(b). (4) Other amounts constituting replacement proceeds of the Series 1993 Bonds, within the meaning of Treasury Regulations Section 1.148 -1(c)- (5) .148 -1(c)_(5) Amounts that constitute Pledged Moneys (as defined below) and that are derived directly or indirectly from the City (or a governmental unit of which the City is a part) or any other person who substantially benefits from the issuance of the Series 1993 Bonds. "Investment -type Property" means any security or obligation held principally as a passive vehicle for the production of income, within the meaning of Treasury Regulations 1.148-1(b). 12/13/93 12:35 '64074268022 NGN ORLANDO 444 CITY OF SEBASTIA 91018/038 "Issue Date" means December 16, 1993. "Nonpurpose Investment" shall have the meaning ascribed to such term in Section 148(b)(2) of the Code and shall include any Investment Property in which Gross Proceeds are invested which is not acquired to carry out the governmental purpose of the series 1993 Bonds, e.g., obligations acquired with Gross Proceeds that are invested temporarily until needed for the governmental purpose of the Series 1993 Bonds, that are used to discharge a prior issue, or that are invested in a reasonably required reserve or replacement fund. "Nonpurpose Payments" shall include the payments specified in Treasury Regulations Section 1.148-3(d)(1)(i)-(v). "Nonpurpose Receipts" shall include the receipts specified in Treasury Regulations Section 1.148-3(d)(2)(i)-(iii). "Pledged Moneys" means moneys that are reasonably expected to be used directly or indirectly to pay debt service on the Series 1993 Bonds (or to reimburse the Insurer) or as to which there is a reasonable assurance that such moneys or the earnings thereon will be available directly or indirectly to pay debt service on the Series 1993 Bonds (or to reimburse the Insurer) if the City encounters financial difficulties. "Rebatable Arbitrage" means, as of any Computation Date, the excess of the future value of all Nonpurpose Receipts over the future value of all NonDuroose Pavments_ "Rebate Account" means the Rebate Account established pursuant to the Resolution and described in Section 3 hereof. "Tax -Exempt Investment" means (i) an obligation the interest on which is excluded from gross income pursuant to Section 103 of the Code, (ii) United States Treasury -State and Local Government Series, Demand Deposit Securities, and (iii) stock in a tax-exempt mutual fund. Tax -Exempt Investment shall not include a specified private activity bond as defined in Section 57 (a) (5) (C) of the Code. For purposes of this Rebate Statement, a tax-exempt mutual fund includes any regulated investment company within the meaning of Code Section 851(a) meeting the requirements of Code Section 852(a) for the applicable taxable year; having only one class of stock authorized and outstanding; investing all of its assets in tax-exempt bonds to the extent practicable; and having at least 9816 of (1) its gross income derived from interest on, or gain from the sale of or other disposition of, tax-exempt bonds or (2) the weighted average value of its assets represented by investments in tax-exempt bonds. "Yield on the Bonds" means, for all Computation Dates, the Yield expected as of the date hereof on the Series 1993 Bonds over the term of such Bonds computed by: 12/13/93 12:35 $4079268022 NGN ORLANDO 4�4 CITY OF SEBASTIA X1019/098 (i) using as the purchase price of the Series 1993 Bonds, the amount at which such Bonds were sold to the public within the meaning of Sections 1273 and 1274 of the Code; and (ii) assuming that all of the Series 1993 Bonds will be paid at their scheduled maturity dates or in accordance with any mandatory redemption requirements_ "Yield" means, generally, the discount rate which, when used in computing the present value of all the unconditionally payable payments of principal and interest on an obligation and all the payments for a qualified guarantee paid and to be paid with respect to such obligation, produces an amount equal to the present value of the issue price of such obligation. Present value is computed as of the date of issue of the obligation. There are, however, many additional specific rules contained in the Treasury Regulations which apply to the calculation and recalculation of yield for particular obligations and such rules should be consulted prior to calculating the yield for the Series 1993 Bonds on any Computation Date. Yield shall be calculated on a 360 -day year basis with interest compounded semi-annually. For this purpose the purchase price of a Nonpurpose Investment or a Tax -Exempt Investment is its Fair Market Value, as determined pursuant to Section 4 of this Rebate Statement, as of the date that it becomes allocated to Gross Proceeds of the Series 1993 Bonds. SECTION 3. REBATE REQUIRMC3NTS. (a) The City shall pay to the United States Government at the times and in the amounts determined hereunder the Rebatable Arbitrage. For purposes of determining the Rebatable Arbitrage, the City hereby covenants to cause the calculations described below to be made by competent tax counsel or other financial or accounting advisors to ensure correct application of the rules contained in the Code and the Treasury Regulations relating to arbitrage rebate. (b) Pursuant to the Resolution, there has been established a fund separate from any other fund or account established and maintained under the Resolution designated the Rebate Account. The City or its designated agent shall administer the Rebate Account and continuously invest all amounts held in the Rebate Account in Authorized Investment (as defined in the Resolution) as described in clause (1) and (2) of such definition. (c) Within 30 days after any Computation Date, the City shall calculate or cause to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f) hereof. Immediately following such calculations, but in no event later than 60 days following the Computation Date, the City shall remit an amount which shall not be less than 90 percent (100 percent with respect to the Computation Date on the final repayment or retirement of the Series 1993 Bonds) of the Rebatable Arbitrage or 100% of any penalty due pursuant to Section 3(f) hereof as of the applicable Computation Date. 12/13/93 12:36 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA Z020/038 Each payment shall be accompanied by Form 8038-T and, until such Forms are modified to reflect the payment of penalty payments, such Form shall conform to the requirements set forth in IRS Revenue Procedure 92-22 if the subject payment constitutes a penalty payment described in Section 3(£) hereof. (d) The obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Series 1993 Bonds if (i) Gross Proceeds are expended for the governmental purpose of the Series 1993 Bonds by no later than the date which is six months after the Issue Date and if it is not anticipated that any other Proceeds will arise during the remainder of the term of the Series 1993 Bonds and (ii) the requirement to pay Rebatable Arbitrage, if any, to the United States with respect to the portion of the Reserve Subaccount allocable to the Series 1993 Bonds is met. For this purpose only, Gross Proceeds do not include (i) amounts deposited in a bona fide debt service fund, so long as the funds therein constitute bona fide debt service funds, or a reserve or replacement fund (as defined in Treasury Regulations Section 1.148-1 and meeting the requirements of Treasury Regulations 1.148-2(f), respectively), (ii) amounts that, as of the Issue Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the date which is six months after the Issue Date, (iii) amounts representing sale or investment proceeds derived from any Purpose Investment (as defined in Treasury Regulations Section 1.148-1) and, earnings on those payments and (iv) amounts representing any repayments of grants (as defined in Treasury Regulations 1.148- 6(d)(4)). If Gross Proceeds are in fact expended by such date, then Rebatable Arbitrage need not be calculated and no payment thereof to the United States Department of Treasury need be made. use of Gross Proceeds to redeem the Series 1993 Bonds shall not be treated as an expenditure of such Gross Proceeds_ Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected to be Gross Proceeds on the Issue Date actually become available after the date which is six months after the Issue Date, as determined by the City, then the requirements described herein relating to the calculation of Rebatable Arbitrage and the payment thereof to the United States must be satisfied, except that no such calculation or payment need be made with respect to the initial six month period. (e) As an alternative to paragraph (d) above, the obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Series 1993 Bonds if the Gross Proceeds are expended for the governmental purposes of the issue within the periods set forth below: (i) at least 15 percent of such Gross Proceeds are spent within the six-month period beginning on the Issue Date; (ii) at least 60 percent of such Gross Proceeds are spent within the 1 -year period beginning on the Issue Date; and 12/13/93 12:58 $4074288022 NGN ORLANDO +++ CITY OF SEBASTIA Q:J021/038 at least 100 percent of such Gross Proceeds are spent within the 18 -month period beginning on the Issue Date. As set forth in Treasury Regulations Section 1.148-7(d)(2), for purposes of the expenditure requirements set forth in this paragraph (e), 100 percent of the Gross Proceeds of the Series 1993 Bonds shall be treated as expended for the governmental purposes of the issue within the 18 -month period beginning on the Issue Date if such requirement is met within the 30 -month period beginning on the Issue Date and such requirement would have been met within such 18 - month period but for a reasonable retainage (not exceeding 5 percent of the Net Proceeds of the Series 1993 Bonds). if Gross Proceeds are in fact expended by such dates, then Rebatable Arbitrage need not be calculated and no payment thereof to the United States Department of Treasury need be made. Any failure to satisfy the final spending requirement shall be disregarded if the City exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of 3 percent of the issue price of the Series 1993 Bonds or $250,000. Use of Gross Proceeds to redeem the Series 1993 Bonds shall not be treated as an expenditure of such Gross Proceeds. For purposes of this paragraph (e), "Gross Proceeds" shall be modified as described in paragraph (d) above. THE FOLLO9aING PARAGRAPH (f) IS INAPPLICABLE TO THE SERIES 1993 BONDS. (f) As an alternative to paragraphs (d) and (e) above, the obligation to pay Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied with respect to the Series 1993 Bonds if the Available Construction Proceeds (as defined in Section 148 (f ) (4) (c) (vi) of the Code and described below) are expended for the governmental purposes of the issue within the periods set forth below: (i) at least 10 percent of such Available Construction Proceeds are spent within the six-month period beginning on the Issue Date; (ii) at least 45 percent of such Available Construction Proceeds are spent within the 1 -year period beginning on the Issue Date; (iii) at least 75 percent of such Available Construction Proceeds are spent within the eighteen -month period beginning on the Issue Date; and (iv) at least 100 percent of such Available Construction Proceeds are spent within the 2 -year period beginning on the Issue Date. For purposes of this paragraph (f), the term Available Construction Proceeds means the Net Proceeds of the construction issue, increased by earnings on the Net Proceeds, and earnings on amounts 12/13/93 12:37 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA Q022/038 in the Reserve Subaccount to the extent that such amounts were not funded from proceeds of the Series 1993 Bonds, and earnings on all of the foregoing earnings, and reduced by the amount of the Net Proceeds deposited to the Reserve Subaccount and amounts used to pay issuance costs (including bond insurance premium)_ As set forth in Section 146(f) (4) (B) (iv) (III) of the Code, for purposes of the expenditure requirements set forth in this paragraph (f), 100 percent of the Available Construction Proceeds of the Series 1993 Bonds shall be treated as expended for the governmental purposes of the issue within the 2 -year period beginning on the Issue Date if such requirement is met within the 3 -year period beginning on the Issue Date and such requirement would have been met within such 2 -year period but for a reasonable retainage (not exceeding 5 percent of the Net Proceeds of the Series 1993 Bonds). Any failure to satisfy the final spending requirement shall be disregarded if the City exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of 3 percent of the issue price of the issuer or $250,000. For purposes of Section 148(f)(4)(C)(vii) of the Code, in the event the City fails to meet the expenditure requirements referred to above, the City may elect to pay, in lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such Gross Proceeds, a penalty with respect to the close of each 6 -month period after the Issue Date equal to 1.5 percent of the amount of the Available Construction Proceeds of the Series 1993 Bonds which shall be used to construct improvements to the land acquired as part of the project which, as of the close of such period, are not spent as required by the expenditure provisions set forth above_ The penalty referred to above shall cease to apply only after the Series 1993 Bonds (including any refunding bonds issued with respect thereto) are no longer outstanding. The City makes no election in regard to the above-described penalty. In order to qualify for the exemption from the obligation to pay Rebatable Arbitrage to the United States pursuant to this paragraph (f), at least 75 percent of the Available Construction Proceeds of the Series 1993 Bonds must be used for construction expenditures (as defined in Treasury Regulations Section 1.148- 7(8)) with respect to property which is owned by a governmental unit or an organization described in Section 501(c)(3) of the Code. If only a portion of an issue is to be used for construction expenditures, such portion and the other portion of such issue may, at the election of the issuer, be treated as separate issues for purposes of this Section 3(f) (although the remaining portion may not be entitled to the benefits of paragraph (d) hereof). The City does not elect to treat any portion of the Series 1993 Bonds as a separate issue. (g) The City shall keep proper books of records and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and 12/13/93 12:38 $4074268022 NGN ORLANDO 44� CITY OF SEBASTIA 16023/008 application of the moneys related to the Series 1993 Bonds, including moneys derived from, pledged to, or to be used to make payments on the Series 1993 Bonds. Such records shall, at a minimum, be adequate to enable the City or its consultants to make the calculations for payment of Rebatable Arbitrage as required by this Arbitrage Rebate Statement. The records required to be maintained under this Section 3(g) shall be retained by the City until six years after the retirement of the last obligation of the series 1993 Bonds or for such other period as the United States Treasury may by regulations otherwise provide. Such records shall at least specify the account or fund to which each investment (or portion thereof) is to be allocated and shall set forth, in the case of each investment security, (i) its purchase price (including the amount of accrued interest to be stated separately), (i i) identifying information, including par amount, coupon rate, and payment dates, (iii) the amount received at maturity or its sale price, as the case may be, including accrued interest, (iv) the amounts and dates of any payments made with respect thereto, (v) the dates of acquisition and disposition or maturity, (vi) the amount of original issue discount or premium (if any), (vii) the frequency of periodic payments (and actual dates and amounts of receipts), (viii) the period of compounding, (ix) the transaction costs (e.g., commissions) incurred in acquiring, carrying or disposing of the Nonpurpose Investments, and (x) market price data sufficient to establish that the purchase price (disposition price) was not greater than (less than) the arm's-length price (see Section 4 below) on the date of acquisition (disposition) or, if earlier, on the date of a binding contract to acquire (dispose of) such Nonpurpose Investment. SECTION 4_ MARKET PRICE RULES. Except as provided below, the City agrees to comply with the requirements relating to the "fair market value" of acquired Nonpurpose Investments ("Fair Market Value"). All investments required to be made pursuant to this Rebate Statement shall be made to the extent permitted by law. In this regard, the City agrees, among other things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or any other investment acquired with Gross Proceeds or on deposit in the Rebate Account ), in excess of its Fair Market Value or sell any such investment at a price (determined without any reduction for transaction costs) less than its Fair Market Value, except as provided below. For this purpose, the following rules shall apply: (a) Established securities markets. Except as otherwise provided below, any market especially established to provide a security or obligation to an issuer of municipal obligations shall not be treated as an established market. (b) Arm's-length price. Any transaction in which a Nonpurpose Investment is directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable to Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no amount shall be paid to reduce the yield on the Nonpurpose Investment_ Provided that the requirements of the preceding 12/15/93 12:38 *a4071268022 NGN ORLANDO CITY OF SEBASTIA IM 024/038 sentence are satisfied, the price at which an acquisition or disposition of any such Nonpurpose Investment occurs need not be Fair Market Value. (c) Fair Market Value of traded obligations. The Fair Market Value of any Nonpurpose Investment (other than an obligation described in (c) above) that is traded on an established securities market (within the meaning of Treasury Regulations Section 15A.453-1(e)(4)Uv) ) shall be determined as provided in Treasury Regulations Section 20.2031-2. (d) Fair Market Value of other obligations. The Fair Market Value of a Nonpurpose Investment (other than one described in Section (c) above) shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller. If the Nonpurpose Investment is not readily salable, the Fair Market Value shall be determined by taking into account the price at which a willing buyer would purchase the same (or a substantially similar) investment from the issuer of the investment. The price shall not be increased by brokerage commissions, administrative expenses or similar expenses. Any such other obligation is rebuttably presumed to be acquired or disposed of for a price that is not equal to its Fair Market Value. (e) Arm's-length price for investment contracts. In the case of an investment contract, the purchase price of the investment contract shall not be considered to be an arm's-length price unless all the following conditions are met: (i) At least three bids on the investment contract are received from reasonably competitive providers (of investment contracts) that have no material financial interest in the Series 1993 Bonds. (ii) The City purchases the highest -yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker's fees); (iii) The yield on the guaranteed investment contract (determined net of broker's fees) is not less than the yield then available from the provider on reasonably comparable guaranteed investment contracts, if any, offered to other persons from a source of funds other than gross proceeds of tax-exempt bonds; (iv) The determination of the terms of the guaranteed investment contract takes into account as a significant factor the city's reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in debt service funds and reasonably required reserve or replacement funds; 12/13/99 12:09 '$4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 1@025/038 (v) The terms of the guaranteed investment contract, including collateral security requirements, are reasonable; and (vi) the obligor on the guaranteed investment contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the guaranteed investment contract. Certificates in substantially the form of subparagraph (vi) above must be obtained to evidence the foregoing. SECTION 5. ACCOUNTS AND FUNDS SUBJECT TO REBATE. Generally, the basic principle of the rebate requirement is that the City must determine the extent to which earnings on the investment of Gross Proceeds of the Series 1993 Bonds exceeds the Yield on the Series 1993 Bonds. Such arbitrage profits, if any, must be set aside in the Rebate Account, invested and paid to the United States Government as set forth herein. Subject to the provisions hereof, calculation of the Rebatable Arbitrage shall take into account, but shall not be limited to, investments in the Series 1993 Subaccount of the Reserve Subaccount. SECTION 6. MODIFICATION UPON RECEIPT OF BOND COUNSEL OPINION. Notwithstanding any provision of this Rebate Statement, if the City shall receive an opinion of Bond Counsel that any specified action required under this Rebate Statement is no longer required or that some further or different action is required to maintain or assure the exclusion from federal gross income of interest with respect to the Series 1993 Bonds, the City may conclusively rely on such opinion in complying with the requirements of this Rebate Statement and the covenants herein shall be deemed to be modified to that extent. This Rebate Statement shall be amended or modified by the parties hereto in any manner which is necessary to comply with such regulations as may be promulgated by the United States Treasury Department from time to time. 12/13/93 12:39 8`4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 0/026/038 EXHIBIT B December 16, 1993 City Council of City of Sebastian, Florida Sebastian, Florida Re: City of Sebastian, Florida Utilities System Revenue Bonds, Series 1993 Gentlemen: We have provided a municipal bond insurance policy (the Policy") for the above -referenced bonds (the "Bonds"). In connection with the delivery of the Policy, we hereby certify as follows: (1) MBIA is not exempt from Federal income taxation and its claims paying ability on debt obligations which it insures is such that such debt obligations are rated in one of the two highest ("AA" or "AAA") categories by a nationally recognized rating agency. (z) The premium paid to MBIA for delivery of the Policy does not exceed a reasonable charge for transfer of credit risk and does not include direct or indirect payment for a cost, risk or other element that is not customarily borne by guarantors of tax-exempt bonds (in transactions in which the guarantor has no involvement other than as guarantor). Very truly yours, MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION By: Title: 12/13/93 12:99 '$4074288022 NGN ORLANDO 444 CITY OF SEBASTIA IM 027/038 EXHIBIT C UNDERWRITER'S CERTIFICATE The undersigned, acting on behalf of Raymond James & Associates, Inc. (the "Underwriter") for the $5,000,000 Utilities System Revenue Bonds, Series 1993 (the "Bonds"), hereby certifies to City of Sebastian, Florida (the "City") that: 1_ All of the Bonds have been the subject of 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), at prices no higher than, or yields no lower than, those shown on the cover of the Official Statement relating to the Bonds. 2. Based on our records and other information available to us, which we believe to be correct, at least ten percent (10%) of the principal amount of the Bonds was sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at initial offering prices not greater than the respective prices shown on the cover of the Official Statement, plus accrued interest, or in the case of discount obligations sold on a yield basis, at yields no lower than the respective yields shown on the cover, plus accrued interest. At the time the Underwriter agreed to purchase the Bonds, based upon then prevailing market conditions, we had no reason to believe any of the Bonds would be initially sold to the public (excluding such bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices greater than the prices, or yields less than the yields, shown on the cover of the Official Statement, plus accrued interest. 3. The funding of the Reserve Subaccount (as described in the Official Statement) in the required amount is in accordance with customary practice in the municipal bond market, facilitates the marketing of such Bonds, permits the marketing of such Bonds at an interest rate comparable to that of other bond issues of a similar size and type, and is not in excess of that amount considered necessary for such purpose. 4. The sum of the present value of the premium paid to Municipal Bond Investors Assurance Corporation ("MBIA") to obtain credit support for the Bonds through the issuance of a bond insurance policy (the "Policy") is less than the present value of the interest reasonably expected to be saved as a result of such Policy. The discount rate chosen for computing such present value the yield on the Bonds (determined without regard to costs of issuing the Bonds or such premiums). 12/13/93 12:40 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA Q028/038 s We understand that the representations set forth herein are being relied on by the County in the County's Certificate as to .Arbitrage and Certain Other Tax Matters. Dated: December 16, 1993 RAYMOND JAMES & ASSOCIATES, INC. Its: 12/13/93 12:40 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM 029/038 (FORM) December 8, 1993 City Council of the City of Sebastian, Florida Sebastian, Florida Council Members: we have examined a record of proceedings relating to the issuance of $5,000,000 Utilities System Revenue Bonds, Series 1993 (the "Bonds") of the City of Sebastian, Florida (the "City"). The Bonds are issued under and pursuant to the Constitution and laws of the State of Florida, including particularly Chapter 166, Florida Statutes, and other applicable provisions of law, and under and pursuant to a resolution of the City adopted on December 8, 1993, as supplemented (the "Resolution"). The Bonds are dated as of and bear interest from December 1, 1993, except as otherwise provided in the Resolution. The Bonds will mature on the dates and in the principal amounts, and will bear interest at the respective rates per annum, as provided in the Resolution. Interest on the Bonds shall be payable on each April 1 and October 1, commencing April 1, 1994. The Bonds are subject to redemption prior to maturity in accordance with the terms of the Resolution. The Bonds are issued for the principal purpose of providing moneys to acquire a water and wastewater utility system in and for the City and to construct and acquire certain improvements thereto. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Resolution and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. 12/13/93 12:40 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA R030/038 City Council Sebastian, December 8, Page Two of the City of Florida 1993 Based on the foregoing, we are of the opinion that: 1. The City is a duly created and validly existing municipal corporation of the State of Florida. 2. The City has the right and power under the Constitution and Laws of the State of Florida to adopt the Resolution, and the Resolution has been duly and lawfully adopted by the City, is in full force and effect in accordance with its terms and is valid and binding upon the City and enforceable in accordance with its terms, and no other authorization for the Resolution is required. The Resolution creates the valid pledge which it purports to create of the Pledged Funds (as defined in the Resolution), subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. 3. The City is duly authorized and entitled to issue the Bonds, and the Bonds have been duly and validly authorized and issued by the City in accordance with the Constitution and Laws of the State of Florida. The Bonds constitute a valid and binding obligation of the City as provided in the Resolution, are enforceable in accordance with their terms and the terms of the Resolution and are entitled to the benefits of the Resolution and the laws pursuant to which they are issued. The Bonds do not constitute a general indebtedness of the City or the State of Florida or any agency, department or political subdivision thereof, or a pledge of the faith and credit of such entities, but are payable solely from the Pledged Funds in the manner provided in the Resolution. No holder of the Bonds shall ever have the right to compel the exercise of any ad valorem taxing power of the City or the State of Florida or any agency, department or political subdivision thereof to pay the Bonds. 4. The Bonds and interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida statutes, on interest, income or profits on debt obligations owned by corporations, as defined in said Chapter 220. S. under existing statutes, regulations, rulings and court decisions, the interest on the Bonds (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be 12/13/93 12:41 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM 031/038 City Council of the City of Sebastian, Florida December 8, 1993 Page Three noted that with respect to certain corporations, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. The opinion set forth in clause (a) above is subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. The City has covenanted to comply with all such requirements. Ownership of the Bonds may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Bonds. It should be noted that (1) except as may expressly be set forth in an opinion delivered by us to the underwriters (on which opinion only they may rely) for the Bonds on the date hereof, we have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds and we express no opinion relating thereto, and (2) we have not been engaged or undertaken to review the compliance with any federal or state law with regard to the sale or distribution of the Bonds and we express no opinion relating thereto. The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution and the Bonds, respectively, may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. We have examined the form of the Bonds and, in our opinion, the form of the Bonds are regular and proper. Very truly yours, 12/13/93 12:41 $4074268022 NGN ORLANDO - CITY OF SEBASTIA 0002/038 5.2 December 16, 1993 Raymond James & Associates, Inc. St. Petersburg, Florida Municipal Bond Investors Assurance Corporation Armonk, New York Gentlemen: We have acted as Bond Counsel for City of Sebastian, Florida (the "City"), in connection with the issuance of the City's $5,000,000 Utilities System Revenue Refunding Bonds, Series 1993 (the "Series 1993 Bonds"), issued pursuant to a resolution of the City adopted on December 8, 1993, as amended and supplemented (the "Resolution"). In such capacity, we have examined the following: (i) the Official Statement, dated December 8, 1993 (the "Official Statement"), relating to the sale of the Series 1993 Bonds; (ii) the Resolution; (iii) the Bond Purchase Contract, dated December 8, 1993 (the "Purchase Contract"), between the City and the underwriter named therein; and (iv) such other records, documents, certificates, proceedings and questions of law as we have considered necessary to enable us to render this opinion. Capitalized terms used herein have the meanings set forth in the Resolution. Based upon such examination, we are of the opinion that: 1. The information (other than any financial and statistical data contained in the Official Statement, for which no opinion is expressed) set forth in the Official Statement under the subheadings "Summary Statement - Sources and Security for Payment of the Bonds and Description of the Bonds" and under the headings "DESCRIPTION OF THE 1993 BONDS" "SECURITY FOR THE 1993 BONDS" "COVENANTS REGARDING RATES AND ADDITIONAL DEBT" "SUMMARY OF CERTAIN BOND RESOLUTION PROVISIONS" and "TAX EXEMPTION," insofar as such 12/13/83 12:42 '8'4074288022 NGN ORLANDO 444 CITY OF SEBASTIA IM033/038 information purports to be descriptions or summaries of the Resolution, the series 1993 Bonds, the Act and the constitution and laws of the State of Florida, or federal tax law, is correct as to matters of law and, to the extent indicated therein, accurate and fair statements or summaries of the matters set forth or documents referred to therein, and that attached to the Official Statement as Exhibit D is a true and accurate copy of the Resolution except as to the amendment thereto adopted December 15, 1993. 2. The Series 1993 Bonds are exempt securities as described in Section 3(a)(2) of the Securities Act of 1933, as amended and now in effect, and the offer and sale thereof does not require any registration under such Securities Act or the qualification of the Resolution under the Trust Indenture Act of 1939, as amended and now in effect. Very truly yours, 12/13/93 12:42 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM 034/038 5.3 December 16, 1993 Raymond James & Associates, Inc. St. Petersburg, Florida Municipal Bond Investors Assurance Corporation Armonk, New York Gentlemen: Of even date herewith, we have given our approving opinion with respect to City of Sebastian, Florida Utilities System Revenue Bonds, Series 1993. You may rely upon such opinion as if it were addressed to you. Very truly yours, 12/10/93 12:42 $4074288022 NGN ORLANDO -rya CITY OF SEBASTIA IM035/O38 5.4 December 16, 1993 City Council of City of Sebastian City of Sebastian, Florida Raymond James & Associates, Inc. St. Petersburg, Florida Municipal Bond Investors Assurance Corporation Armonk, New York Squire, Sanders & Dempsey Jacksonville, Florida Re: City of Sebastian, Florida $5,000,000 Utilities System Revenue Bonds, Series 1993 Ladies and Gentlemen: In connection with the issuance and sale of the above- described Bonds (the "Series 1993 Bonds"), we have served as counsel to the City of Sebastian, Florida (the "City"). In connection therewith, we have reviewed various documents we have deemed necessary to enable us to render this opinion, including: (A) A resolution of the City Council of the City adopted December 8, 1993, as amended and supplemented (the "Resolution") authorizing the Bonds; (B) The Official Statement, dated December 8, 1993 (the "Official Statement") with respect to the Series 1993 Bonds; (C) The Bond Purchase Contract, dated December 8, 1993 (the "Purchase Contract") between the City and Raymond James & Associates, Inc. with respect to the Series 1993 Bonds; and (D) Such other certificates and documents as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Resolution and in the certified proceedings and other 12/13/93 12:43 $4074268022 NGN ORLANDO -4CITY OF SEBASTIA U036/038 City Council of City of Sebastian Raymond James & Associates, Inc. Municipal Bond Investors Assurance Corporation Squire, Sanders & Dempsey December 16, 1993 Page 3 certifications of public officials furnished to us without undertaking to verify the same by independent investigation. All capitalized terms used herein shall have the meanings set forth in the Purchase Contract. 1. The City is a municipal corporation of the State of Florida, duly created and validly existing under and by virtue of the Constitution and laws of the State of Florida, with legal authority to issue the Series 1993 Bonds, and secure the Series 1993 Bonds as provided by the Resolution. 2. The City has full legal right, power and authority to adopt the Resolution and to enter into and assume the obligations under the Purchase Contract and consummate all the transactions contemplated by the Resolution and the Purchase Contract. 3. The City Council meetings held on December 8, 1993 and December 15, 1995 were duly noticed and validly convened. 4. The Resolution, the Purchase Contract the Rate Resolution, the Purchase Agreement and the Purchase Agreement Resolution have been duly adopted or authorized, executed and delivered by the City and assuming due authorization, execution and delivery thereof by the other parties thereto, constitute binding and enforceable obligations of the City in accordance with their terms except that the binding effect and enforceability are subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt and other laws in effect from time to time affecting rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity. 5. The information in the Official Statement under the captions "PURPOSE OF THE 1993 BONDS", "THE ACQUISITION PROGRAM", "THE CITY", "LITIGATION", "LEGAL MATTERS", and statements of fact under the caption "DISCLOSURE MATTERS" - Required by Florida Blue Sky Regulation", is correct in all material respects does not omit any statement which, in our opinion, should be included or referred to therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 6. Based upon our review of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the 12/13/93 12:43 $4074268022 NGN ORLANDO City Council of City of Sebastian Raymond James & Associates, Inc. Municipal Bond Investors Assurance Corporation Squire, Sanders & Dempsey December 16, 1993 Page 4 444 CITY OF SEBASTIA 0037/038 Official Statement as of the date of the Closing nothing has come to our attention which would lead us to believe that the Official Statement when taken as a whole contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (except for the financial information and statistical data contained in the Official Statement or in the Appendices thereto, as to all of which no view need be expressed). 7. The adoption of the Resolution, the Rate Resolution, the Purchase Agreement Resolution, and the execution and delivery of the Series 1993 Bonds, the Purchase Contract and the Purchase Agreement, and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgement, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the city is a party, or to which the City or any of its property or 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 property or assets of the City or under the terms of any such law, regulation, or instrument, except as expressly provided in the Series 1993 Bonds, and the Resolution. 8. To the best of our knowledge and 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, public board or body, pending or, threatened against or affecting the City, nor to the best of our knowledge is there a basis for such action, suit, proceeding, inquiry or investigation wherein an unfavorable decision, ruling or finding would have a materially adverse affect upon the transactions contemplated by the Purchase Contract and the Official Statement or the validity of the Series 1993 Bonds, the Resolution, the Rate Resolution, the Purchase Agreement and the Purchase Agreement Resolution. 9. The City has obtained, as contemplated in the Purchase Agreement, fee simple title or other appropriate possessory interest to the facilities constituting the System, subject only to such liens, encumbrances, administrative orders or proceedings, as are specifically disclosed in such opinion or in any policy of 12/13/99 12:44 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 1@038/038 City Council of City of Sebastian Raymond James & Associates, Inc. Municipal Bond Investors Assurance Corporation Squire, Sanders & Dempsey December 16, 1993 Page 5 title insurance delivered in connection with the acquisition of the System as may be acceptable to the City. Respectfully submitted, 12/08/93 TO FROM: DATE: 17:04 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 16001/020 NABORS, GIBLIN & NICKERSON, P.A.UZ 201 South Orange AvenueSignature Plaza - Suite 1060Orlando, Florida 32801 Telephone: (407) 426-7595 Telecopy: (407) 426-8022 The information contained in shit brunsmission is aaorncyprivOegedand confdendaL his intended oniyforOie we of the individual or entity named below. If the reader of this ,neuage is notthe intended renpieot, you are hereby nodfhd OW any &echuh nation, distribution o, copy of this communication ss strictly prohibited. If you have rerdved [hit communication in error, please notify us immediately by telephone called and return the anginal message to us at the above address via the U. S. Postal Service. We will reimburse you for postage. Thank you. VIA FACSIMILE THE ATTACHED DISTRIBUTION LIST Jean Wilson, Esquire December 8, 1993 RE: City of Sebastian Utilities System Revenue Bonds, Series 1993 Enclosed are changed pages of the Authorizing Resolution and the revised Award Resolution. Telecopy consists of page(s), including cover sheet. It you have any questions or to receive any portion of the telecopy, please call (407) 426-7595. 12/08/90 17:04 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA CITY OF SEBASTIAN Utilities System Revenue Bonds, Series 1993A Distribution List ITY OF SEBASTIAN ✓ Kathryn O'Halloran, Acting City Manager x36 Marilyn Swichkow, Finance Director x40 Richard Votapka, Utilities Director x45 1225 Main Street Sebastian, Florida 32958 Phone: (407) 589-5330 Fax: (407) 589-5570 CITY COUNSEL Charles Ian Nash, Esquire FRESE, HASH & TORPY, P.A. 930 South Harbor City Boulevard Melbourne, Florida 32901 Phone: (407) 984-3300 Fax: (407) 951-3741 BOND COUNSEL Mark T. Mustian, Esquire NABORS, GIBLIN & NICKERSON, 315 South Calhoun Street Suite 800 Tallahassee, Florida 32301 Phone: (904) 224-4070 Fax: (904) 224-4073 Jean E. Wilson, Esquire 201 South Orange Avenue Suite 1060 Orlando, Florida 32801 Phone: (407) 426-7595 Fax: (407) 426-8022 UNDERWRITER Arthur Ziev RAYMOND JAMES & ASSOCIATES, INC. 2255 Glades Road, Suite 120A Boca Raton, Florida 33431 Phone: (800) 327-1055 Fax: (407) 998-0198 Page 1 of 1 Q002/020 UNDERWRITER'S COUNSEL 1(31I) Robert Freeman, Esquire £ Fus5cU SQUIRE, SANDERS & DEMPSEY One Enterprise Center 225 Water Street, 21st Floor Jacksonville, Florida 32202 Phone: (904) 353-1264 Fax: (904) 356-2986 Penl SG Hachmidt HARTMAN & ASSOCIATES, INC. 201 East Pine Street Suite 1000 Orlando, Florida 32801 Phone: (800) 881-3955 Fax: (407) 839-3790 CSRTIFZED PU8LIC ACCOUNTANTS Debbie Bradley HOYMAN, DOBSON & COMPANY, P.A. 6767 North Wickham Road Melbourne, Florida 32940 Phone: (407) 255-0088 Fax: (407) 259-8648 RATE ANALYSTS Robert Ori HARTMAN & ASSOCIATES, INC. 201 East Pine Street Suite 1000 Orlando, Florida 32801 Phone: (800) 881-3955 Fax: (407) 839-3790 PA ING AGENT REGISTRAR Jenny Reid BARNETT BANKS TRUST COMPANY, N.A. 9000 Southside Boulevard Building 100 Jacksonville, Florida 32256 Phone: (904) 464-2804 Fax: (904) 464-2255 NGN1D=mba 7, 1993 GAV102.D 12/08/93 17:04 '$4074268022 NGN ORLANDO 444 CITY OF SEBASTIA U003/020 DRAFT December B, 1993 12302.A8 CITY OF SEBASTIAN, FLORIDA RESTATED UTILITIES SYSTEM REVENUE BOND RESOLUTION ADOPTED DECEMBER 8, 1993 12/08/99 17:04 '64074268022 NGN ORLANDO 444 CITY OF SEBASTIA 1@004/020 Amortization Installments herein designated with respect to such Fiscal Year and (4) any amounts owed by the Issuer to the issuer of such Reserve Subaccount Credit Instrument as a result of a draw thereon or a claim thereunder; provided that in computing such Annual Debt Service for any future period, any variable Rate Bonds shall be deemed to bear interest at all times to the maturity thereof at a constant rate of interest equal to the lesser of (i) the interest rate for 30 -year revenue bonds published by The Bond Buyer no more than two weeks prior to the sale of the additional parity Variable Rate Bonds, plus fifty (50) basis points or (ii) the Maximum Interest Rate. For purposes of this definition, all amounts payable on a Capital Appreciation Bond shall be considered a principal payment due in the year it becomes due. "Authorized Investments° shall mean any of the following, if and to the extent that the same are at the time legal for investment of funds of the Issuer: [A]i Direct obligations of the United States of America ["J(ineludina obligations issued or held in book entry form on the es of America["'] ["]c U.S. Export -Import Bank (Eximbank) Direct [-] obligations or fully guaranteed certificates of beneficial [ ] ownership Farmers Home. Administration (FHA) Certificates of beneficial ownership Federal Financing Bank [,]_ Federal Housing Administration [�1 Debentures (FHA) issues. General Services Administration Participation certificates - V.S. Maritime Administration 3 12/08/93 17:05 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 0005/020 [^] Guaranteed Title RI financing U.S. Department of Housing [ and Urban Development (A� Federal Home Loan Bank_System Senior debt obligations a Resolution Funding Corp. (REFCORP) obligations Farm Credit System Consolidated systemwide bonds and notes V 12/08/93 17:06 04074268022 NGN ORLANDO 444 CITY OF SEBASTIA 2006/020 la Commercial paper rated, at the time of purchase, ["] "Prime - 111 by Moody's Investors Service and 11A-11" or better by Standard & Poor's[-] Corporation. 11Repurchase Agreements must satis£v the following criteria -CAZ sealer 118t wn].cn are rated A or better & Poor's [ ]Corporation and Moodv' Service, or ["] iii Banka rated "A° or above by Standard & Poor's certificates of deposit["] or time or demand deposits 417 tfi a Il mml4F4 A�.n /-_ -t. [^] 15 Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Part Iv, Chapter 5 12/08/93 17:07 $4074268022 NGN ORLANDO 44. CITY OF SEBASTIA 0007/020 Half -Cent Sales Tax Revenues is released as provided in Section 4.11 hereof, the Issuer will not cause to be issued any obligations secured by a lien on the Half -Cent Sales Tax Revenues prior to or on a parity with the lien of the Bonds on such Half -Cent Sales Tax Revenues other than Additional Bonds issued in accordance with Article VI hereof or obligations described in Section 6.05 hereof. SECTION 4.11. RELEASE OF HALF -CENT SALES TAX REVENUES. (A) The pledge of and lien upon the Half -Cent Sales Tax Revenues shall be discharged and satisfied upon compliance with the following requirements: (1) An independent certified public account shall certify to the Issuer and each Insurer and Credit Bank that (a) the amount of the Net Revenues, adjusted as provided in Section 6.02(E) hereof, received during each of the three most recently completed Fiscal Years is equal to at least 1.15 times the Maximum Annual Debt Service on the Outstanding Bonds. For the purpose of determining the ---•----•---- = CAQ LLI"Jkk t IAAual iJ _UL Jervlce w1Ln respect to Such certificate, the interest rate on Outstanding variable Rate Bonds shall be deemed to be the Maximum Rate. (2) Each Insurer should give written approval of such release, which approval shall not be unnecessarily withheld. (3) Such release shall be conditioned upon the Reserve Subaccount being fully funded at the Reserve Subaccount Requirement at the time of release. The Issuer shall adopt a resolution acknowledging receipt of the independent certified public accountant's certificate and discharging the Half -Cent Sales Tax Revenues from the lien of this Resolution. A certified copy of the resolution described in the foregoing Section 4.11(A)(3) shall be provided to any Insurer, Credit Bank or other financial institution that has insured or provided for Bonds of any one or more Series credit or liquidity support to enhance the security or the value of such Bonds. (4) Upon discharge and satisfaction of the lien on and the pledge of the Half -Cent Sales Tax Revenues in accordance with Section 4.11(A), the Bondholders shall have no further rights to such Half -Cent Sales Tax Revenues, which may, thereupon, be used for any lawful purpose by the Issuer. 51 12/08/93 17:07 '8'4074268022 NGN ORLANDO CITY OF SEBASTIA 0008/020 (B) An independent certified public accountant or the Rate Consultant shall certify to the Issuer that the amount of the Net Revenues received during the immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the Issuer of the 1"7 eighteen (18) months immediately preceding the issuance of said Additional Bonds, adjusted as hereinafter provided, were equal to at least (a) one hundred fifteen percent (115'x) of the Maximum Annual Debt Service of the Outstanding Bonds and the Additional Bonds then proposed to be issued plus (b) one hundred percent (100-t) of (i) the maximum annual debt service for all Subordinated Indebtedness then outstanding; (ii) any amounts owed to the issuer of a Reserve Subaccount Letter of Credit as a result of a draw against such Reserve Subaccount Letter of Credit; (iii) any amounts required by the terms hereof to be deposited in the Renewal and Replacement Account or the Reserve Subaccount; and (iv) any amounts required by the terms of Sections 4.07(A) and 4.08(A) hereof to be repaid to the Water Impact Fees Account and Sewer Impact Fees Account during such twelve (12) month period. (C) For the purpose of determining the Maximum Annual Debt Service under this Section 6.02, the additional parity variable Rate Bonds then proposed to be issued and on variable Rate Bonds then outstanding shall be deemed to be the rate described for Variable Rate Bonds under the definition of "Reserve Account Requirement." (D) For the purpose of this Section 6.02, the phrase "immediately preceding Fiscal Year or the twelve (12) consecutive months of the (I eighteen (18) months immediately preceding the issuance of said Additional Bonds" shall be sometimes referred to as "twelve (12) consecutive months." Such twelve (12) consecutive months may occur during a period of time during which the System was not owned by the Issuer. (E) The Net Revenues and Impact Fees calculated pursuant to Section 6.02(B) may be adjusted by an independent certified public accountant upon the written advice of the Consulting Engineers, at the option of the Issuer, as follows: (1) If the Issuer, prior to the issuance of the proposed Additional Bonds, shall have put into effect or budgeted an increase in the rates, fees or other charges for the product, services or facilities of the System, the Net Revenues and Impact Fees for the twelve (12) consecutive months shall be adjusted to show the Net Revenues and Impact Fees which would have been derived from the System in such twelve (12) consecutive months as if such increased rates, fees or other charges for the product, services or facilities of the System had been in effect during all of such twelve (12) consecutive months. (2) If the Issuer shall have acquired or has contracted to acquire any privately or publicly owned existing utilities 62 12/08/90 17:09 $4074288022 NGN ORLANDO +ea CITY OF SEBASTIA 0/009/020 or privately owned water and/or sewer system issued in connection therewith, such payments to be made by the Issuer shall be junior, inferior and subordinate in all respects to the Bonds issued hereunder, unless such obligations (when treated as Additional Bonds) shall meet the conditions of Section 6.02(B), in which case such obligations shall rank on parity as to lien on the Pledged Funds with the Bonds and will thereafter be treated as Additional Bonds for purposes of making any additional determinations of when the conditions of said Section 6.02(B) have been met. (I) For purposes of making a draw against any Reserve Subaccount Letter of Credit, the Issuer's obligation to reinstate the Reserve Subaccount Letter of credit shall not be subject to the Additional Bonds test set forth in the Resolution. SECTION 6.03. BOND ANTICIPATION NOTES. The Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner not inconsistent with this Resolution, as shall be provided by Supplemental Resolution of the Issuer. SECTION 6.04. ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY STATUS WITH BONDS. The Issuer may provide for the accession of subordinated Indebtedness to the status of complete parity with the Bonds if (A) the Issuer shall meet all the requirements imposed upon the issuance of Additional Bonds by Sections 6.02(A) and (B) hereof, assuming for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds, (B) the facilities financed by such Subordinated Indebtedness shall be, or become part of, the System, and (C) if such Bonds are to be secured by the Reserve Subaccount, a subaccount in the Reserve Subaccount is established, upon such accession, which shall contain an amount equal to the Reserve Subaccount Requirement in accordance with Section 4.05(B)(4) hereof. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution. SECTION 6.05. ISSUANCE OF OBLIGATIONS SECURED BY HALF -CENT SALES TAS REVENUES. The Issuer may issue obligations secured by the Half -Cent Sales Tax Revenues on a parity with the pledge hereunder of the Half -Cent Sales Tax Revenues, provided that the Issuer has received a certificate from an independent certified public accountant that for any twelve (12) consecutive months out of the preceding [�] eighteen (18) months the Half -Cent Sales Tax Revenues equal at least one hundred twenty-five percent (125k) of the Maximum Annual Debt Service on the Outstanding Bonds and the additional parity debt to be secured by the Half -Cent Sales Tax Revenues and one hundred percent (100%) of all required deposits to the Renewal and Replacement Account and Reserve Subaccount, all amounts required by the terms of Sections 4.07(A) and 4.08(A) hereof to be repaid to the Water Impact Fees Account and Sewer 65 12/08/90 17:10 $4074268022 NGN ORLANDO X44 CITY OF SEBASTIA RESOLUTION NO. R-93-68 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA, SUPPLEMENTING A RESOLUTION ENTITLED: "A RESOLUTION RESTATING, AMENDING AND SUPPLEMENTING RESOLUTION NO. R-93-58 OF THE CITY OF SEBASTIAN, FLORIDA; AND PROVIDING AN EFFECTIVE DATE"; PROVIDING CERTAIN TERMS AND DETAILS OF SAID BONDS, INCLUDING AUTHORIZING A NEGOTIATED SALE OF SAID BONDS AND THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT -TO TEE SERIES 1993 BONDS; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 1993 BONDS AND RATIFYING THE USE OF A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A LETTER OF REPRESENTATIONS OF A CHEREWITH; AND PROVIDING AN EFFECTIVE DATE. (1010/020 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA: that: SECTION 1. FINDINGS. It is hereby found and determined (A) Immediately prior to consideration of this Supplemental Resolution, the Issuer duly adopted a resolution (the "Authorizing Resolution"), the title of which Authorizing Resolution is quoted in the title of this Supplemental Resolution, for the purposes described therein, authorizing, among other things, the issuance of not exceeding $5,000,000 Utilities System Revenue Bonds, Series 1993 (the "Series 1993 Bonds"). (B) The principal of and interest on the Series 1993 Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Funds as provided in the Authorizing Resolution. The Issuer shall never be required to levy ad valorem taxes on any property within its corporate territory to pay the principal of and interest on the Series 1993 Bonds or to make the required sinking fund, reserve or other payments, and such Series 1993 Bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the Issuer. 12/08/93 17:10 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA Q011/020 (C) Due to the present volatility of the market for tax- exempt obligations such as the Series 1993 Bonds and the complexity of the transactions relating to such Series 1993 Bonds, it is in the best interest of the Issuer to sell the Series 1993 Bonds by a negotiated sale, allowing the Issuer to enter the market at the most advantageous time, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible price and interest rate for the Series 1993 Bonds. The Issuer acknowledges receipt of the information required by Section 218.385, Florida Statutes, including a "truth -in -bonding statement", in connection with the negotiated sale of the Series 1993 Bonds. A copy of the letter of the underwriter for the Series 1993 Bonds containing the aforementioned information is attached to the hereinafter described Purchase Contract. (D) Raymond James & Associates, Inc: (the "Underwriter") has offered to purchase the Series 1993 Bonds from the Issuer and has submitted a Bond Purchase Contract attached hereto as Exhibit A (the "Purchase Contract") expressing the terms of such offer, and the Issuer does hereby find and determine that it is in the best financial interest of the Issuer that the terms expressed in the Purchase Contract be accepted by the Issuer. (E) The Authorizing Resolution provides that the Bonds, such as the Series 1993 Bonds, shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer determine such terms and details. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Authorizing Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is enacted pursuant to the provisions of the.Act and other applicable provisions of law. SECTION 4. AUTHORIZATION AND DESCRIPTION OF THE SERIES 1993 BONDS. The Issuer hereby determines to issue a Series of Bonds in the aggregate principal amount of $5,000,000 to be known as "Utilities System Revenue Bonds, Series 1993," for the principal purpose^ of providing moneys for the acquisition of the Initial Project. Said Series 1993 Bonds shall be dated December 1, 1993, shall be issued in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from December 1, 1993, payable semi-annually, on April 1 and October 1 of each year, commencing on April 1, 1994, at such rates and maturing in such amounts on October 1 of such years as follows: 12/08/99 17:11 $4074268022 NGN ORLANDO -.. CITY OF SEBASTIA e012/020 SECTION 5. REDEMPTION PROVISIONS. The Series 1993 Bonds shall be subject to redemption prior to maturity as follows: (A) The Series 1993 Bonds maturing October 1 of the years 1996 through 2003, inclusive, are not subject to redemption prior To—maturity. The Series 1993 Bonds maturing October 1, 2004, and thereafter may, at the option of the Issuer, be ca'T1'ed for redemption prior to maturity in whole on any date on or after October 1, 2003, or in part, on October 1, 2003, or on the first business day of any month thereafter, in such maturity or maturx ies as snall be designated by the Issuer and by such method within a maturity as the Registrar shall deem fair and appropriate if less than a full maturity, from any legally available moneys at the following redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued interest to the redemption date: Redemption Date (Both Dates Inclusive) Redemption Price 1, 2003 through September 30, 2004 102October 1, 2004 through September 30, 2005 101 O [Dctober ctober 1, 2005 and thereafter 100 (B) The Series 1993 Bonds maturing on October 1, 2013, are subject to mandatory redemption by Amortization Installments prior to maturity in part by lot at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, as follows: Principal Interest Year Amount Rate 1996 $ 50,000.00 3.401 1997 75,000.00 3.60 1998 100,000.00 3.70 1999 100,000.00 3.90 2000 105,000.00 4.00 2001 110,000.00 4.20 2002 115,000.00 4.30 2003 120,000.00 4.45 2004 125,000.00 4.60 2005 130,000.00 4.75 2006 135,000.00 4.90 2007 145,000.00 • 5.00 2013 11035,000.00 5.40 2023 2,655,000.00 5.45 SECTION 5. REDEMPTION PROVISIONS. The Series 1993 Bonds shall be subject to redemption prior to maturity as follows: (A) The Series 1993 Bonds maturing October 1 of the years 1996 through 2003, inclusive, are not subject to redemption prior To—maturity. The Series 1993 Bonds maturing October 1, 2004, and thereafter may, at the option of the Issuer, be ca'T1'ed for redemption prior to maturity in whole on any date on or after October 1, 2003, or in part, on October 1, 2003, or on the first business day of any month thereafter, in such maturity or maturx ies as snall be designated by the Issuer and by such method within a maturity as the Registrar shall deem fair and appropriate if less than a full maturity, from any legally available moneys at the following redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued interest to the redemption date: Redemption Date (Both Dates Inclusive) Redemption Price 1, 2003 through September 30, 2004 102October 1, 2004 through September 30, 2005 101 O [Dctober ctober 1, 2005 and thereafter 100 (B) The Series 1993 Bonds maturing on October 1, 2013, are subject to mandatory redemption by Amortization Installments prior to maturity in part by lot at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, as follows: 12/08/93 17:12 '$4074268022 October 1 2008 2009 2010 2011 2012 2013* *Maturity NGN ORLANDO 444 CITY OF SEBASTIA Principal Amount $150,000 160,000 170,000 175,000 185,000 195,000 IM 013/020 (C) The Series 1993 Bonds maturing on October 1, 2023 are subject to mandatory redemption by Amortization Installments prior to maturity in part by lot at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, as follows: October 1 Principal Amount 2014 $205,000 2015 220,000 2016 230,000 2017 240,000 2018 255,000 2019 270,000 2020 285,000 2021 300,000 2022 315,000 2023* 335,000 *Maturity SECTION 6. SALE OF THE SERIES 1993 BONDS. The Series 1993 Bonds shall be sold to the Underwriter pursuant to the Purchase Contract at the purchase price set forth therein; all the terms and conditions set forth in said Purchase Contract being hereby approved. The Mayor is hereby authorized and directed to execute said Purchase Contract and to deliver the same to the Underwriter. SECTION 7. OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement, dated the date hereof, in the form of the Preliminary Official Statement submitted at this meeting and attached hereto as Exhibit B, relating to the Series 1993 Bonds, be and the same are hereby approved with respect to the information therein contained. The Mayor and City Clerk are hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such official Statement to be delivered to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the Mayor. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Mayor, and the 12/08/93 17:13 $4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 11014/020 information contained therein are hereby authorized to be used in connection with the sale of the Series 1993 Bonds to the public. Execution by the Mayor of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION S. PRELIMINARY OFFICIAL STATEMENT. The Preliminary Official Statement attached hereto as Exhibit B, is hereby approved as to form, terms and substance, and the use thereof in the offering of the Series 1993 Bonds is hereby ratified. The PreliMinary Official statement is "deemed final," as of its date, within the meanincl of paragraph (b) (1) of SEC Ru e 15c2-12 and the aDA1ledDle rules clevelotfPti by tl,o irii,n,.:, T a SECTION 9. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Barnett Banks Trust Company, N.A., Jacksonville, Florida, is hereby designated Registrar and Paying Agent for the Series 1993 Bonds. The Mayor and the City Clerk are hereby authorized to approve and execute any agreement which may be necessary to a ec e transactions contemplated by this Section 9 and by the Authorizing Resolution. SECTION 10. MUNICIPAL BOND INSURANCE. The Issuer hereby authorizes the payment of the principal of and interest on the Series 1993 Bonds to be insured pursuant to a municipal bond insurance policy (the "Policy") issued by Municipal Bond Investors Assurance Corporation (the "Insurer"). The Mayor and the Clerk are hereby authorized to execute such documents and instruments necessary to cause the Insurer to insure the Series 1993 Bonds. SECTION 11. PROVISIONS REGARDING MUNICIPAL BOND INSURANCE. The following provisions relating to the municipal bond insurance shall apply to the Series 1993 Bonds so long as the Policy is in full force and effect: (A) If on the second business day prior to a payment date the Issuer does not have sufficient moneys to pay the principal of and interest on the Series 1993 Bonds on such date, it shall so inform the Insurer on such day. In the event that on the business day immediately prior to the payment date on the Series 1993 Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Series 1993 Bonds due on the following business day, the Paying Agent shall immediately notify the Insurer or its designee on the same business day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. (B) If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Insurer or its designee. (C) In addition, if the Paying Agent has notice that any 12/08/95 17:14 $4074288022 NGN ORLANDO 4+4 CITY OF SEBASTIA 0015/020 Bondholder has been required to disgorge payments of principal or interest on the Series 1993 Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (D) The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Bondholders of the Series 1993 Bonds as follows: (1) If and to the extent there is a deficiency in amounts required to pay interest on the Series 1993 Bonds, the Paying Agent shall (a) execute and deliver to Citibank, N.A., or its successors under the Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Insurer as agent for such Bondholders in any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the Insurer, (b) receive as designee of the respective Bondholders (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Bondholders; and (2) If and to the extent of a deficiency in amounts required to pay principal of the Series 1993 Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Insurer as agent for such Bondholder in any legal proceeding relating to the payment of such principal and an assignment to the Insurer of any of the Series 1993 Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Bondholders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Bondholders. (E) Payments with respect to claims for interest on and principal of series 1993 Bonds disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Series 1993 Bonds, and the Insurer shall become the owner of such unpaid Series 1993 Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. 12/08/93 17:11 V4074268022 NGN ORLANDO 444 CITY OF SEBASTIA IM016/020 (F) Irrespective of whether any such assignment is executed rand delivered, the Issuer and the Paying Agent agree for the enefit of the Insurer that: (1) They recognize that to the extent the Insurer makes Payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Series 1993 Bonds, the Insurer will be subrogated to the rights of such Bondholders to receive the amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in the Authorizing Resolution and the Series 1993 Bonds; and (2) They will accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in the Authorizing Resolution and the Series 1993 Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Series 1993 Bonds to Bondholders, and will otherwise treat the Insurer as the owner of such rights to the amount of such principal and interest. (G) In connection with the issuance of Additional Bonds, the Issuer shall deliver to the Insurer a copy of the disclosure document, if any, circulated with respect to such Additional Bonds. (H) The Issuer shall provide copies of any amendments made to the Authorizing Resolution which are consented to by the Insurer to Standard & Poor's Corporation. (I) The Issuer shall provide the Insurer with notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto. (J) The Issuer shall provide the Insurer with copies of all notices required to be delivered to Bondholders under the Authorizing Resolution and, on an annual basis, copies of the Issuer's audited financial statements and Annual Budget. (K) Any notice required to be given to a Bondholder or to the Paying Agent pursuant to the Authorizing Resolution shall also be provided to the Insurer. All notices required to be given to the Insurer shall be in writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 1OSO4, Attention: Surveillance . SECTION 12. COVENANT REGARDING VARIABLE RATE BONDS. The Issuer does hereby covenant, that until such time as the Half -Cent Sales Tax Revenues have been released pursuant to the provisions of the Authorizing Resolution, it will not, without the prior written 12/08/99 17:15 '04074288022 NGN ORLANDO 444 CITY OF SEBASTIA IM017/020 consent of the Insurer, issue any Variable Rate Bonds. SECTION 13. DESIGNATION FOR BANK QUALIFICATION. The Issuer does hereby designate the Series 1993 Bonds as a "qualified tax- exempt obligation" within the meaning of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended, and in connection therewith does hereby certify that it, together with all subordinate entities thereof, does not expect to issue in excess of $10,000,000 of tax-exempt obligations in calendar year 1993. SECTION 14. BOOK -ENTRY SYSTEM OF REGISTRATION. The Series 1993 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 1993 Bond for each of the maturities of the Series 1993 Bonds. The Issuer hereby authorizes and directs the Mayor to execute and deliver a letter of representations (the "Letter of Representations") to The Depository Trust Company (°DTC"), in substantially the form attached hereto as Exhibit C, in order to induce DTC to act as securities depository for the Series 1993 Bonds. Upon initial issuance, the ownership of each such Series 1993 Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. Except as provided in this Section, all of the Outstanding Series 1993 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. As long as the Series 1993 Bonds shall be registered in the name of Cede & Co., all payments of interest on the Series 1993 Bonds shall be made by the Paying Agent by check or draft or by wire transfer to Cede & Co., as Holder of the Series 1993 Bonds. With respect to Series 1993 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any participant in the ATC book -entry program (a "Participant") or to any indirect participant. without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co., or any Participant with respect to any ownership interest in the Series 1993 Bonds, (B) the delivery to any Participant or any other Person other than a Series 1993 Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 1993 Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Series 1993 Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, redemption premium, if any, or interest on the Series 1993 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Series 1993 Bond for the purpose of payment of principal, redemption premium, if any, and interest with respect to such 12/08/93 17:16 $4074268022 NGN ORLANDO .44 CITY OF SEBASTIA 0018/020 Series 1993 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 1993 Bond, for the purpose of registering transfers with respect to such Series 1993 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Series 1993 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal, redemption premium, if any, and interest on the Series 1993 Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Series 1993 Bond evidencing the obligation of the Issuer to make payments of principal, redemption premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cade & Co., and subject to the provisions herein with respect to transfers during the fifteen (15) days next preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co." in this Resolution shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 1993 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 1993 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book -entry only system is burdensome to the Issuer, the Series 1993 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions hereof. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange Series 1993 Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book - entry only system is discontinued, the provisions set forth in the Letter of Representations shall apply to the payment of principal of and interest on the Series 1993 Bonds. SECTION 15. GENERAL AUTHORITY. The members of the City Council of the Issuer and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the 12108/93 17:17 '8`4074268022 NGN ORLANDO 444 CITY OF SEBASTIA 1@019/020 Authorizing Resolution, the Official Statement or the Purchase Contract, or desirable or consistent with the requirements hereof or the Authorizing Resolution, the Official statement or the Purchase Contract for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 1993 Bonds, the Authorizing Resolution, the Official Statement and the Purchase Contract, including the execution of any documents or instruments relating to insuring payment of the Series 1993 Bonds, and each member, employee, attorney and officer of the Issuer and the City Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. SECTION 16. 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, though 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 any of the other provisions hereof or of the Series 1993 Bonds. SECTION 17. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Authorizing Resolution and all the terms and provisions thereof are and shall remain in full force and effect. 12/08/93 17:18 $4074268022 NGN ORLANDO 4�� CITY OF SEBASTIA IM020/020 SECTION 18. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. The foregoing Resolution was moved for adoption by Council Member The motion was seconded by Council Member and, upon being put to a vote, the vote was as follows: Mayor Lonnie R. Powell Vice -Mayor Frank Oberbeck Council Member Carolyn Corum Council Member Norma J. Damp Council Member Robert Freeland The Mayor thereupon declared this Resolution duly passed and adopted on this 8th day of December, 1993. CITY OF SEBASTIAN, FLORIDA By: Lonnie R. Powell, Mayor ATTEST: Kathryn M. O'Halloran, CMC/AAE City Clerk (SEAL) Approved as to Form and Content: Charles Ian Nash, City Attorney Raymond James & Associates, Inc. December 8, 1993 $5,000,000 City of Sebastian, Florida Utilities System Revenue Bonds, Series 1993 Final Numbers City of Sebastian, Florida Utilites System Revenue Bonds Series 1993 Insured, Cap Int on $330,000, Deferred Principal SOURCES AND USES Dated 12/01/1993 Delivery 12/16/1993 Par Amount of Bonds ............................... 85,000,000.00 (Discount)/Premium................................ (8,451.00) Accrued Interest from 12/01/1993 to 12/16/1993... 10,728.44 Total Sources 85,002,277.44 Total Underwriter's Discount (1.250%) ............. 862,500.00 costs ofIssuance................................. 105,000.00 Gross Bond Insurance Premium ...................... 108,000.00 Deposit to Debt Service Reserve Fund (DSRF)....... 353,847.50 Deposit to Capitalized Interest Fund (CIF)........ 32,147.71 Deposit to Project Construction Fund .............. 4,340,000.00 Contingency ....................................... 782.23 Total Uses Raymond James & Associates, Inc. Public Finance Department 85,002,277.44 FILE = NMFINAL 12/ 8/1993 10:26 AM Raymond James & Associates, Inc. Public Finance Department BID INFORMATION Par Amount of Bonds ............................... (Discount)/Premium................................ Gross Production ( 99.8309800%) Total Underwriter's Discount (1.250%) ............. Bid Accrued Interest from 12/01/1993 to 12/16/1993... Total Purchase Price Bond Years ........................................ Average Life ...................................... Average Coupon .................................... Net Interest Cost (NIC) ........................... True Interest Cost (TIC) .......................... 85,000,000.00 (8,451.00) S4,991,549.00 862,500.00 $4,929,049.00 10,728.44 $4,939,777.44 98,421.67 19.684 YEARS 5.3278119% 5.3999007% 5.4119152% FILE = NMFINAL 12/ 8/1993 10:25 AM City of Sebastian, Florida Utilites System Revenue Bonds Series 1993 Insured, Cap Int on $330,000, Deferred Principal PRICING SUMMARY DATE PRINCIPAL COUPON YIELD MATURITY VALUE PRICE DOLLAR PRICE BOND YEARS 10/01/1996 50,000.00 3.40000% 3.39868% 50,000.00 100.000% 50,000.00 397.50 10/01/1997 75,000.00 3.60000% 3.59889% 75,000.00 100.000% 75,000.00 287.50 10/01/1998 100,000.00 3.70000% 3.75000% 100,000.00 99.778% 99,778.00 483.33 10/01/1999 100,000.00 3.90000% 4.00000% 100,000.00 99.482% 99,482.00 583.33 10/01/2000 - -105,000.00 4.00000% 4.10000% 105,000.00 99.407% 104,37735 717.50 10/01/2001 110,000.00 4.20000% 4.25000% 110,000.00 99.665%. 109,631.50 861.67 10/01/2002 115,000.00 4.30000% 4.40000% 115,000.00 99.271% 114,161.65 1,015.83 10/01/2003 120,000.00 4.45000% 4.55000% 120,000.00 99.210% 119,052.00 1,180.00 10/01/2004 125,000.00 4.60000% 4.70000% 125,000.00 99.154% 123,942.50 1,354.17 10/01/2005 130,000.00 4.75000% 4.85000% 130,000.00 99.103% 128,833.90 1,538.33 10/01/2006 135,000.00 4.90000% 5.00000% 135,000.00 99.056% 133,725.60 1,732.50 10/01/2007 145,000.00 5.00000% 5.10000% 145,000.00 99.010% 143,564.50 2,005.83 10/01/2013 1,035,000.00 5.40000% 5.39928% 1,035,000.00 100.000% 1,035,000.00 18,092.50 10/01/2023 2,655,000.00 5.45000% 5.44939% 2,655,000.00 100.000% 2,655,000.00 68,427.50 TOTAL 5,000,000.00 - - 5,000,000.00 - 4,991,549.00 98,677.50 Raymond James & Associates, Inc. Public Finance Department BID INFORMATION Par Amount of Bonds ............................... (Discount)/Premium................................ Gross Production ( 99.8309800%) Total Underwriter's Discount (1.250%) ............. Bid Accrued Interest from 12/01/1993 to 12/16/1993... Total Purchase Price Bond Years ........................................ Average Life ...................................... Average Coupon .................................... Net Interest Cost (NIC) ........................... True Interest Cost (TIC) .......................... 85,000,000.00 (8,451.00) S4,991,549.00 862,500.00 $4,929,049.00 10,728.44 $4,939,777.44 98,421.67 19.684 YEARS 5.3278119% 5.3999007% 5.4119152% FILE = NMFINAL 12/ 8/1993 10:25 AM Raymond James 8 Associates, Inc. Public Finance Department YIELD STATISTICS Accrued Interest from 12/01/1993 to 12/16/1993... Average Life ...................................... Bond Years ......................................... Average Coupon .................................... Net Interest Cost (NIC) ........................... Bond Yield for Arbitrage Purposes ................. True Interest Cost (TIC) .......................... Effective Interest Cost (EIC) ..................... FILE = NMFINAL 12/ 8/1993 10:27 AM 10,728.44 19.684 YEARS 98,421.67 5.3278119% 5.3999007% 5.4924780% 5.4119152% 5.7990909% City of Sebastian, Florida Utilites System Revenue Bonds Series 1993 Insured, Cap Int on $330,000, Deferred Principal DEBT SERVICE SCHEDULE DATE PRINCIPAL COUPON INTEREST DEBT SERVICE 10/01/1994 - - 214,568.75 214,568.75 10/01/1995 - - 257,482.50 257,482.50 10/01/1996 50,000.00 3.40000% 257,482.50 307,482.50 10/01/1997 75,000.00 3.60000% 255,782.50 330,782.50 `10/01/1998 .100,000.00 3.70000% 253,082.50 353,082.50 - 10/01/1999 100,000.00 3.90000% 249,382.50 349,382.50 10/01/2000 105,000.00 4.00000% 245,482.50 350,482.50 10/01/2001 110,000.00 4.20000% 241,282.50 351,282.50 10/012002 115,000.00 4.30000% 236,662.50 351,662.50 10/01/2003 120,000.00 4.45000% 231,717.50 351,717.50 10/01/2004 125,000.00 4.60000% 226,377.50 351,377.50 10/01/2005 130,000.00 4.75000% 220,627.50 350,627.50 10/01/2006 135,000.00 4.90000% 214,452.50 349,452.50 10/01/2007 145,000.00 5.00000% 207,837.50 352,837.50 10/01/2008 150,000.00 5.40000% 200,587.50 350,587.50 10/01/2009 160,000.00 5.40000% 192,487.50 352,487.50 10/01/2010 170,000.00 5.40000% 183,847.50 353,847.50 10/01/2011 175,000.00 5.40000% 174,667.50 349,667.50 10/01/2012 185,000.00 5.40000% 165,217.50 350,217.50 10/01/2013 195,000.00. 5.40000% 155,227.50 350,227.50 10/01/2014 205,000.00 5.45000% 144,697.50 349,697.50 10/01/2015 220,000.00 5.45000% 133,525.00 353,525.00 10/01/2016 230,000.00 5.45000% 121,535.00 351,535.00 10/01/2017 240,000.00 5.45000% 109,000.00 349,000.00 10/01/2018 255,000.00 5.45000% 95,920.00 350,920.00 10/01/2019 270,000.00 5.45000% 82,022.50 352,022.50 10/01/2020 285,000.00 5.45000% 67,307.50 352,307.50 10/01/2021 300,000.00 5.45000% 51,775.00 351,775.00 10/01/2022 315,000.00 5.45000% 35,425.00 350,425.00 10/01/2023 335,000.00 5.45000% 18,257.50 353,257.50 TOTAL 5,000,000.00 - 5,243,721.25 10,243,721.25 Raymond James 8 Associates, Inc. Public Finance Department YIELD STATISTICS Accrued Interest from 12/01/1993 to 12/16/1993... Average Life ...................................... Bond Years ......................................... Average Coupon .................................... Net Interest Cost (NIC) ........................... Bond Yield for Arbitrage Purposes ................. True Interest Cost (TIC) .......................... Effective Interest Cost (EIC) ..................... FILE = NMFINAL 12/ 8/1993 10:27 AM 10,728.44 19.684 YEARS 98,421.67 5.3278119% 5.3999007% 5.4924780% 5.4119152% 5.7990909% Raymond James 8 Associates, Inc. FILE = NMFINAL Public Finance Department 12/ 8/1993 2:34 PM City of Sebastian, Florida Utilites System Revenue Bonds Series 1993 Insured, Cap Int on $330,000, Deferred Principal NET DEBT SERVICE SCHEDULE DATE DEBT SERVICE CIF DRAWS DSR CASHFLOW NEN NET D/5 10/01/1994 214,568.75 15,019.81 13,896.83 185,652.11 10/01/1995 257,482.50 18,023.78 17,692.38 221,766.35 10/01/1996 307,482.50 - 17,692.38 289,790.12 10/01/1997 330,782.50 - 17,692.38 313,090.12 10/01/1998 353,082.50 - 17,692.38 335,390.12 10/01/1999 349,382.50 - 17,692.38 331,690.12 10/01/2000 350,482.50 - 17,692.38 332,790.12 10/01/2001 351,282.50 - 17,692.38 333,590.12 10/01/2002 351,662.50 17,692.38 333,970.12 .10/01/2003 351,717.50 - 17,692.38 334,025.12 10/01/2004 351,377.50 - 17,692.38 333,685.12 10/01/2005 350,627.50 - 17,692.38 332,935.12 10/01/2006 349,452.50 - 17,692.38 331,760.12 10/01/2007 352,837.50 - 17,692.38 335,145.12 10/01/2008 350,587.50 - 17,692.38 332,895.12 10/01/2009 352,487.50 - 17,692.38 334,795.12 10/01/2010 353,847.50 - 17,692.38 336,155.12 10/01/2011 349,667.50 - 17,692.38 331,975.12 10/01/2012 350,217.50 - 17,692.38 332,525.12 10/01/2013 350,227.50 - 17,692.38 332,535.12 10/01/2014 349,697.50 - 17,692.38 332,005.12 10/01/2015 353,525.00 - 17,692.38 335,832.62 10/01/2016 351,535.00 - 17,692.38 333,842.62 10/01/2017 349,000.00 - 17,692.38 331,307.62 ,10701/2018 350,920.00 - 17,692.38 333,227.62 10/01/2019 352,022.50 - 17,692.38 334,330.12 10/01/2020 352,307.50 - 17,692.38 334,615.12 10/01/2021 351,775.00 - 17,692.38 334,082.62 10/01/2022 350,425.00 - 17,692.38 332,732.62 10/01%2023 353,257.50 - 371,539.88 (18,282.38) TOTAL 10,243,721.25 33,043.59 849,234.14 9,361,443.52 Raymond James 8 Associates, Inc. FILE = NMFINAL Public Finance Department 12/ 8/1993 2:34 PM Raymond James 8 Associates, Inc. Public Finance Department FILE a NMFINAL 12/ 8/1993 10:26 AM CAPITALIZED INTEREST FUND (LIF) SOLUTION METHOD NET FUNDED Deposit to Capitalized Interest Fund (CIF)........ 32,147.71 Capitalize LOC payments during CIF period......... NO First Deposit Date ................................ 12/16/1993 Final Capitalized Interest Date ................... 10/01/1995 Frequency of Interest Compounding ................. 2 PER YEAR Interest on aggregate Balance or individual Draws: Individual Draws Transfer amounts in excess of CIF requirements to: Debt Service Fund City of Sebastian, Florida Utilites System Revenue Bonds Series 1993 Insured, Cap Int on $330,000, Deferred Principal OPERATION OF CAPITALIZED INTEREST FUND DATE BEG. BALANCE YIELD INTEREST DRAWS END. BALANCE 12/16/1993 32,147.71 - - - 32,147.71 4/01/1994 32,147.71 2.50000% 233.81 6,007.93 26,373.60 10/01/1994 26,373.60 2.50000% 329.67 9,011.89 17,691.37 4/01/1995 17,691.37 2.50000% 221.15 9,011.89 8,900.63 10/01/1995 8,900.63 2.50000% 111.26 9,011.89 - TOTAL - - 895.88 33,043.59 - Raymond James 8 Associates, Inc. Public Finance Department FILE a NMFINAL 12/ 8/1993 10:26 AM CAPITALIZED INTEREST FUND (LIF) SOLUTION METHOD NET FUNDED Deposit to Capitalized Interest Fund (CIF)........ 32,147.71 Capitalize LOC payments during CIF period......... NO First Deposit Date ................................ 12/16/1993 Final Capitalized Interest Date ................... 10/01/1995 Frequency of Interest Compounding ................. 2 PER YEAR Interest on aggregate Balance or individual Draws: Individual Draws Transfer amounts in excess of CIF requirements to: Debt Service Fund Re: City of Sebastian Utilities System Revenue Bonds, Series 1993 Ladies & Gentlemen: Enclosed please find the fourth draft of the Authorizing Resolution, marked to show changes from the previous draft, further revisions to which are anticipated upon our receipt and review of the insurance commitment. Also enclosed is the initial draft of the Award Resolution. I look forward to receiving your comments on the enclosures. Please telephone me if you have any questions. t MTM/cme enclosures GA123022 NABORS, GIBLIN & NICKERSON, P, A. ATTORNEYS AT LAW SIGNATURE PLAZA, SUITE 1060 201 SOUTH ORANGE AVENUE ORLANDO, FLORIDA 32801 SARAH M. BLEAKLEY TELEPHONE (407) 426-7595 BARNETT BANK BUILDING, SUITE 800 MAUREEN MCCARTHY DAUGHTON TELECOPY(407)426-6022 315 SOUTH CALHOUN STREET THOMAS H. DUFFY TALLAHASSEE, FLORIDA 32301 L. THOMAS GIBLIN (9pA1224 070 MARK G. LAWSON TELECOPY(904)224- 224-40>3 STEVEN E. MILLER Kathryn O'Halloran MARKT MUSTIAN ROBERT L. NABORS THE POINTE, SUITE 1060 GEORGE H. NICKERSON, JR. - -- - 2502 ROCKY POINT DRIVE GREGORY T. STEWART TAMPA, FLORIDA 33607 JOHN R. STOKES November 30 1993 TELEPHONE (813) 281-2222 WILLIAM D. TYLER TELECOPY (813) 281-0129 JEAN E. WILSON VIA FEDERAL EXPRESS TO: THE PERSONS ON THE ATTACHED DISTRIBUTION LIST Re: City of Sebastian Utilities System Revenue Bonds, Series 1993 Ladies & Gentlemen: Enclosed please find the fourth draft of the Authorizing Resolution, marked to show changes from the previous draft, further revisions to which are anticipated upon our receipt and review of the insurance commitment. Also enclosed is the initial draft of the Award Resolution. I look forward to receiving your comments on the enclosures. Please telephone me if you have any questions. t MTM/cme enclosures GA123022 CITY OF SEBASTIAN Kathryn O'Halloran, Acting City Manager Marilyn Swichkow, Finance Director Richard Votapka, Utilities Director 1225 Main Street CITY OF SEBASTIAN Utilities System Revenue Bonds, Series 1993A Distribution List UNDERWRITER'S COUNSEL Robert Freeman, Esquire x36 SQUIRE, SANDERS & DEMPSEY One Enterprise Center x40 225 Water Street, 21st Floor Jacksonville, Florida 32202 x45 Phone: (904) 353-1264 Fax: (904) 356-2986 Sebastian, Florida 32958 Phone: (407) 589-5330 Fax: (407) 589-5570 CITY COUNSEL Charles Ian Nash, Esquire FRESE, NASH & TORPY, P.A. 930 South Harbor City Boulevard Melbourne, Florida 32901 Phone: (407) 984-3300 Fax: (407) 951-3741 BOND COUNSEL Mark T. Mustian, Esquire NABORS, GIBLIN & NICKERSON, 315 South Calhoun Street Suite 800 Tallahassee, Florida 32301 Phone: (904) 224-4070 Fax: (904) 224-4073 J6an E. Wilson, Esquire 201 South Orange Avenue Suite 1060 Orlando, Florida 32801 Phone: (407) 426-7595 Fax: (407) 426-8022 Arthur Ziev RAYMOND JAMES & ASSOCIATES, INC. 2255 Glades Road, Suite 120A Boca Raton, Florida 33431 Phone: (800) 327-1055 Fax: (407) 998-0198 PROJECT ENGINEERS Hal Schmidt HARTMAN & ASSOCIATES, INC. 201 East Pine Street Suite 1000 Orlando, Florida 32801 Phone: (800) 881-3955 Fax: (407) 839-3790 CERTIFIED PUBLIC ACCOUNTANTS Debbie Bradley HOYMAN, DOBSON & COMPANY, P.A. 6767 North Wickham Road Melbourne, Florida 32940 Phone: (407) 255-0088 Fax: (407) 259-8648 RATE ANALYSTS Robert Ori HARTMAN & ASSOCIATES, INC. 201 East Pine Street Suite 1000 Orlando, Florida 32801 Phone: (800) 881-3955 Fax: (407) 839-3790 NGN/November 29, 1993 Page 1 of I GA12302.D 130 5JI :. 0111i�� TO: Working Group FROM: Robert O. Freeman DATE: December 2, 1993 Re: City of Sebastian, Florida - Utilities System Revenue Bonds, Series 1993 Enclosed is the black -lined fourth draft of the Preliminary Official Statement ("POS") for review and comment. The POS incorporates changes received from various members of the working group, and the addition of the Half -Cent Sales Tax Revenues as an additional security. Upon receipt of the amended Bond Resolution, additional changes will be included and faxed on Friday, December 3 for your review. Please call with your comments no later than 4:00 p.m., Friday, December 3, 1993, as the POS is scheduled to be mailed Monday, December 6, 1993. 3248/JAM13.005/M5 CITY OF SEBASTIAN Utilities System Revenue Bonds Series 1993A Distribution List CITY OF SEBASTIAN Kathryn O'Halloran Interim City Manager Marilyn Swichkow, CPA Finance Director Richard Votapka Utilities Director CITY OF SEBASTIAN 1225 Main Street Sebastian, Florida 32958 CITY COUNSEL Charles Ian Nash, Esquire FRESE, NASH & TORPY, P.A. 930 South Harbor City Boulevard Melbourne, Florida 32901 BOND COUNSEL Mark T. Mustian, Esquire NABORS, GIBLIN & NICKERSON, P.A. 315 South Calhoun Street, Suite 800 Tallahassee, Florida 32301 Ms. Jean E. Wilson, Esquire NABORS, GIBLIN & NICKERSON, P.A. 201 South Orange Avenue, Suite 1060 Orlando, Florida 32801 1 D07:103248.DOCS.JAM 13.005)DIST.LIS[ ext. 36 ext. 40 ext. 45 PH (407) 589-5330 FX (407) 589-5570 PH (407) 984-3300 FX (407) 951-3741 PH (904) 224-4070 FX (904) 224-4073 PH (407) 426-7595 FX (407) 426-8022 Arthur Ziev RAYMOND JAMES & ASSOCIATES, INC. 225 Glades Road, Suite 120A Boca Raton, Florida 33431 UNDERWRITER'S COUNSEL Robert O. Freeman, Esq. SQUIRE, SANDERS & DEMPSEY One Enterprise Center 225 Water Street, Suite 2100 Jacksonville, Florida 32202 PROJECT ENGINEERS Hal Schmidt HARTMAN & ASSOCIATES, INC. 201 East Pine Street, Suite 1000 Orlando, Florida 32801 CERTIFIED PUBLIC ACCOUNTANTS Debbie Bradley HOYMAN, DOBSON & COMPANY, P.A. 6767 Norht Wickham Road Melbourne, Florida 32940 RATE ANALYST Robert Ori, C.P.A. HARTMEN & ASSOCIATES, INC. 201 East Pine Street, Suite 100 Orlando, Florida 32801 7 D07: [03248.DOCS.IAM 13.005]DIST.LIST [AFTER HOURS (407) 998-23091 PH (800) 327-1055 FX (407) 998-0198 PH (904) 353-1264 FX (904) 356-2986 PH (800) 881-3955 FX (407) 839-3790 PH (407) 255-0088 FX (407) 259-8648 PH (800) 881-3955 FX (407) 839-3790