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96-13 v • t RESOLUTION NO. 96-13 A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, SUPPLEMENTING ORDINANCE NO. 15-96-8 OF THE CITY ENACTED ON MARCH 11, 1996; PROVIDING FOR THE AWARD OF UTILITIES SYSTEM REVENUE BONDS, SERIES 1996, SUBJECT TO CERTAIN CONDITIONS SUBSEQUENT; PROVIDING FOR THE APPROVAL OF FINAL TERMS OF THE 1996 BONDS, INCLUDING THE DATE, MATURITIES, INTEREST RATES, REDEMPTION PROVISIONS, AND AMORTIZATION INSTALLMENTS; APPOINTING A BOND REGISTRAR AND PAYING AGENT; AUTHORIZING EXECUTION AND DELIVERY BY THE CITY MANAGER OF A BOND PURCHASE CONTRACT WITHIN CERTAIN SPECIFIED PARAMETERS; AUTHORIZING THE CITY MANAGER OF THE CITY TO PROCEED TO DEVELOP NECESSARY DOCUMENTS, MAKE CERTAIN CERTIFICATIONS ON BEHALF OF THE CITY REGARDING THE PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING EXECUTION, DELIVERY AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT;AUTHORIZING EXECUTION AND DELIVERY OF CLOSING DOCUMENTS AND ALL OTHER ACTION NECESSARY TO DELIVERY OF THE SERIES 1996 BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION AND ON BEHALF OF THE PEOPLE OF THE CITY OF ATLANTIC BEACH, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, the Ordinance (as herein defined), as supplemented by the Resolution (as herein defined), and other applicable provisions of law (the "Act"), and is supplementary to the Ordinance. SECTION 2. DEFINITIONS. Capitalized terms used in this Resolution shall have the meaning specified in the Ordinance unless specified otherwise herein. Words importing singular number shall include the plural number in each case and vice versa, and words of one gender shall be deemed to include the other genders. In this Resolution: "Authorized City Representative" means the City Manager or such other Person as is designated by the Commission to act on behalf of the City. "Bond Ordinance" means Ordinance No. 15-95-7, enacted by the City Commission on November 13, 1995, as amended from time to time, and as supplemented. "Ordinance" means, collectively, the Bond Ordinance, and Ordinance No. 15-96-8, enacted on March 11, 1996, supplementing the Bond Ordinance. "Purchase Contract" means a Bond Purchase Contract between the City and the Underwriter providing for the purchase of the 1996 Bonds by the Underwriter, in substantially the form attached hereto as Exhibit A. "Resolution" means this Resolution, which is supplemental to the Ordinance. "Underwriters" means, collectively, with respect to the 1996 Bonds, William R. Hough & Co., Prudential Securities, Inc., and Raymond James & Associates, Inc.. as purchasers of the 1996 Bonds. SECTION 3. FINDINGS. It is hereby ascertained, determined, and declared as follows: A. The City Commission (the "Commission") of the City of Atlantic Beach, Florida (the "City") has duly enacted the Ordinance, which authorized the issuance of the 1996 Bonds. B. The City has determined to proceed with the financing of the 1996 Project through the issuance and sale of the 1996 Bonds to the underwriter. C. It is in the best interest of the City and the customers and ratepayers of the System to authorize the execution of a Bond Purchase Contract (the "Purchase Contract"), between the City and the Underwriters, whereby the City will agree to sell to the Underwriters and the Underwriters will agree to purchase from the City, all of the 1996 Bonds, all on the basis of the representations and the terms and conditions set forth in a Purchase Contract. D. The City has been advised by First Union Capital Markets Corp., Orlando, Florida, Financial Advisor to the City (the "Financial Advisor"), that, in order to obtain the best interest rates and prices in the current municipal bond market, extensive planning of the structure and the timing of the issuance of the 1996 Bonds by the Financial Advisor and the Underwriter is necessary and, therefore, that it is in the best interest of the City and the customers and ratepayers of the System that the 1996 Bonds be sold at negotiated sale. E. In order to enable the Underwriter for the 1996 Bonds to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"), in connection with the offering and sale of the 1996 Bonds, it is necessary that the Preliminary Official Statement prepared on behalf of the City in connection with the 1996 Bonds be "deemed final" (except for permitted omissions) by an Authorized City Representative. F. It is necessary to delegate to the Authorized City Representative the authority, upon the advice of the Financial Advisor and within certain parameters, to fix the date, maturities, mandatory amortization installments, interest rates, redemption provisions and certain other details of the 1996 Bonds, subject to certain restrictions. G. It is necessary to designate the Bond Registrar and Paying Agent for the 1996 Bonds. 3248/ATL 16.003/R-AWARD-DELEGATION-1 C 2 H. It is necessary to fix the maximum amount of Issuance Expenses for the 1996 Bonds. I. It is necessary to provide for formal acceptance of the Engineer's Report prepared by Smith & Gillespie in connection with the issuance of the 1996 Bonds. SECTION 4. DELEGATION OF AUTHORITY TO EXECUTE PURCHASE CONTRACT; CONDITIONS TO EXERCISE OF AUTHORITY. The Authorized City Representative is hereby, subject to the conditions hereinafter set forth. authorized and empowered to execute the Purchase Contract on behalf of the City and to deliver an executed copy thereof to the Underwriter. This delegation of authority is expressly made subject to the following conditions, the failure of any of which shall render the Purchase Contract voidable at the option of the City. The conditions to exercise of the authority to execute the Purchase Contract are: A. The Purchase Contract shall be executed on or before June 1, 1996. B. The Purchase Contract shall be executed by and on behalf of the City by the Authorized City Representative in substantially the form attached hereto as Exhibit A, with such changes, insertions and omissions and such filling in of blanks (including final purchase price) therein as hereafter may be approved by the Mayor or Vice-Mayor and City Clerk, upon the advice of the Financial Advisor and Bond Counsel and the City Attorney, the execution of the Purchase Contract for and on behalf of the City by the Mayor or Vice-Mayor and City Clerk being conclusive evidence of the approval of any such changes, insertions, omissions or filling in of blanks. C. The aggregate principal amount of the 1996 Bonds (excluding original issue discount) to be sold shall not exceed twenty-four million five hundred thousand dollars ($24,500,000), and the final maturity of the 1996 Bonds shall be not later than March 1, 2036. D. The purchase price for the 1996 Bonds shall be equal to not less than ninety-nine percent (99%) of the aggregate principal amount of the 1996 Bonds (without regard to original issue discount, if any), plus accrued interest from their dated date to their date of delivery. E. The interest rate (true interest cost calculation method) on the 1996 Bonds shall not exceed five and ninety-five/100 percent (5.95%) per annum. F. The total fees, expenses, insurance premiums and underwriter's discount on the 1996 Bonds shall not exceed two and two-tenths percent (2.2%) of the authorized principal amount of the 1996 Bonds; the estimated Issuance Expenses and other amounts to be paid from bond proceeds are shown on Exhibit B hereto and the estimated insurance premiums are shown on Exhibit C hereto. G. The City shall have received a disclosure statement from the Underwriter, setting forth the information required by Section 218.385, Florida Statutes, as amended. H. The Underwriter shall have delivered to the City its good faith check in an amount equal to one percent (1%) of the par amount of the 1996 Bonds. 3248/ATL 16.003/R-AWARD-DELEGATION-1 C 3 I. Such other conditions as shall be deemed necessary by Bond Counsel, the Financial Advisor, or the City Attorney or the Authorized City Representative. The exercise of the authority delegated hereby shall be evidenced by the execution by the Authorized City Representative of an award certificate in substantially the form attached hereto as Exhibit E, with such modifications thereto as may be approved by the Authorized City Representative on the advice of the City's Financial Advisor and Bond Counsel. SECTION 5. BOND REGISTRAR AND PAYING AGENT. Bank of New York, Jacksonville, Florida, is hereby appointed Bond Registrar and Paying Agent for the 1996 Bonds. The Bond Registrar and Paying Agent shall perform such duties as are described in the Ordinance, this Resolution, the 1996 Bonds, and a Paying Agent and Registrar Agreement, dated as of the date of closing between the City and the Bond Registrar and Paying Agent and in form and substance satisfactory to the City, upon the advice of the City Attorney and Bond Counsel. The Mayor or Vice-Mayor and the City Clerk or such other person so designated by the City, are hereby authorized to execute a Paying Agent and Registrar Agreement upon delivery of the 1995 Bonds with such changes as are not inconsistent with the terms hereof and other action heretofore taken by the City. SECTION 6. PRELIMINARY OFFICIAL STATEMENT. Any Preliminary Official Statement provided by the City to the Underwriters for the 1996 Bonds shall be "deemed final" (except for permitted omissions) in accordance with the Rule. The Authorized City Representative, upon the advice of the City Attorney and the City's Bond and Disclosure Counsel, is hereby authorized to certify or otherwise represent when such Preliminary Official Statement shall be "deemed final" by the City as of its date (except for permitted omissions), in accordance with such Rule. The proper officers of the City and each of them are authorized and directed, on behalf of the City, in their official capacities, to complete the Preliminary Official Statement, with such modifications, changes and supplements as those officers shall approve or authorize for purposes of preparing and determining, and to certify and otherwise represent, that the Preliminary Official Statement as so completed (the "Official Statement") is "final" for purposes of SEC Rule 15c2-12(b)(3) and (4). Those officers and each of them are also authorized to sign and deliver on behalf of the City, in their official capacities, the final Official Statement and such certificates in connection with the accuracy of the final Official Statement and any amendment thereto as may, in their judgment, be necessary or appropriate to the Purchaser. The distribution and use of the final Official Statement by the Purchaser in connection with the original issuance of the 1996 Bonds is further approved. SECTION 7. EXECUTION AND DELIVERY OF 1996 BONDS. The Mayor or Vice Mayo and City Manager of the City be and they are hereby authorized and directed subject to execution of the Purchase Contract upon compliance with the conditions set forth in Section 5 hereof, to execute and deliver the 1996 Bonds to or on behalf of the Underwriters upon payment of the purchase price, pursuant to the conditions stated in the Purchase Contract. 3248/ATL 16.003/R-AWARD-DELEGATION-1 C 4 SECTION 8. 1996 OFFERING, CLOSING DOCUMENTS AND AUTHORIZATION OF ADDITIONAL DOCUMENTS AND CERTIFICATES IN CONNECTION WITH THE DELIVERY THEREOF; APPROVAL OF THE NECESSARY ACTION. The Mayor, Vice- Mayor, City Clerk, City Manager and Finance Director, in consultation with and upon the advice of the City Attorney, Bond and Disclosure Counsel, the Financial Advisor, and the other professionals involved in the issuance of the 1996 Bonds, are authorized and empowered, collectively and individually, to take all action and steps and to execute and deliver, on behalf of the City, and in their official capacities, the 1996 Bonds, and any and all instruments, documents, or certificates, including temporary 1996 Bonds, if necessary, and a Tax Compliance Certificate, which are necessary or desirable in connection with the issuance and delivery of the 1996 Bonds. The approval of various documents and certificates hereby is hereby declared to be of such documents in substantially the form attached hereto as exhibits or as subsequently prepared, upon the advice of the City Commission and Bond Counsel, with such insertions, deletions, and variations thereto as shall be approved by the officers executing such documents and certificates on behalf of the City, and in their official capacities, upon the advice of Counsel to the City and Bond Counsel, such officers' approval thereof to be presumed by their execution. SECTION 9. RETURN OF GOOD FAITH CHECK. The Authorized City Representative is hereby authorized and directed to return the good faith check to the Underwriters simultaneous with receipt of the purchase price for the 1996 Bonds as set forth in the Purchase Contract. SECTION 10. CONSULTING ENGINEER'S REPORT. The report prepared by Smith & Gillespie, Jacksonville, Florida, in connection with the authorization and issuance of the 1996 Bonds is hereby accepted and approved. SECTION 11. APPLICATION OF BOND PROCEEDS; PAYMENT OF ISSUANCE EXPENSES. The proceeds of the 1996 Bonds shall be applied substantially in accordance with Exhibit D hereto, adjusted as may be necessary to allow for increases or decreases in the principal amount of the 1996 Bonds actually issued. The payment of Issuance Expenses, underwriter's discount and bond insurance premiums in connection with the issuance of the 1996 Bonds the aggregate not to exceed two and two-tenths (2.2%) of the authorized principal amount of the 1996 Bonds, as shown on Exhibits B and C hereto, is hereby approved to be made upon submission of proper invoice at or subsequent to the time of closing of the 1996 Bonds. SECTION 12. INCORPORATION BY REFERENCE. All of the terms hereof regarding the 1996 Bonds are hereby incorporated in the Ordinance by reference and shall be fully applicable to the 1996 Bonds and a part of the City's contract with the Registered Owners of the 1996 Bonds and the Credit Facility Issuer during the period the 1996 Bonds are outstanding, and shall be enforceable to the same extent as if set forth in full in the Ordinance. SECTION 13. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should be held to be contrary to any express provision of law or to be contrary to the policy of express law, though not expressly prohibited, or to be against public policy, or should for any reason whatsoever be held invalid, 3248/ATL 16.003/R-AWARD-DELEGATION-1 C 5 then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all the other provisions of this Resolution or of the Bonds. SECTION 14. REPEALING CLAUSE. All resolutions of the City, or parts thereof, in conflict with the provisions of this Resolution are to the extent of such conflict, hereby superseded and repealed. SECTION 13. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach, Florida at a regular meeting duly called and held this 11th day of March, 1996. CITY OF ATLANTIC BEACH, FLORIDA Approved as to form, sufficiency and correctness: ity Atr• - ey 'ayor/Presiding Officer ATTEST: ateld tf--1 City rk 3248/ATL 16.003/R-AWARD-DELEGATION-1 C 6 • EXHIBIT A BOND PURCHASE CONTRACT CITY OF ATLANTIC BEACH, FLORIDA Utilities System Revenue Bonds, Series 1996 BOND PURCHASE CONTRACT THIS IS A BOND PURCHASE CONTRACT, dated , 1996 (the "Purchase Contract"), by and between William R. Hough & Co., St. Petersburg, Florida, on behalf of itself and Prudential Securities, Incorporated and Raymond James & Associates, Inc. (collectively, herein the "Underwriter"), and the City of Atlantic Beach, Florida (the "City"). Upon execution and delivery of this Purchase Contract, it shall be binding upon the City and the Underwriter. Any capitalized term not conventionally capitalized and not defined herein shall have the meaning indicated in the Bond Ordinance or the Official Statement (hereinafter defined). SECTION 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Underwriter hereby agrees to purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to the Underwriter for such purpose, all (but not less than all) of the City's $ aggregate principal amount of Utilities System Revenue Bonds, Series 1996 (the "1996 Bonds"). The 1996 Bonds shall be issued in such principal amounts, shall mature on such dates and in such amounts, shall bear such rates of interest, and shall be subject to redemption, all as set forth in Exhibit A attached hereto and incorporated herein by this reference. The purchase price to be paid by the Underwriter to or for the account of the City upon delivery of the 1996 Bonds is $ (the aggregate principal amount of the 1996 Bonds, less Underwriter's discount of$ and original issue discount of$ ) plus accrued interest on the 1996 Bonds from the dated date thereof to the date of the payment for and delivery of the 1996 Bonds pursuant to Section 8 hereof. The payment, delivery and other actions contemplated hereby to take place at the time of such payment and delivery are referred to as the "Closing". SECTION 2. Official Statement. As soon as practicable after the date hereof, and, in any event, no later than the earlier of (a) 7 business days after the date hereof or (b) 5 business days prior to the date of Closing, the City shall, so as to enable the Underwriter to comply with the provisions of SEC Rule 15c2-12, deliver to the Underwriter a sufficient number of printed copies (as reasonably requested by the Underwriter not to exceed copies) of the final Official Statement (including the cover page and appendices contained therein, the "Official Statement"), dated the date hereof, with respect to the 1996 Bonds, executed (manually or conformed) by the City in substantially the form of the Preliminary Official Statement (as hereinafter defined) with such changes thereto as may be approved by the Mayor of the City (his execution thereof evidencing approval of any such changes) and the Underwriter. SECTION 3. The 1996 Bonds. The 1996 Bonds shall be as described in, and shall be issued and secured under the provisions of Ordinance No. 15-95-7, enacted by the City Commission on November 3, 1995, as supplemented (the "Bond Ordinance"), approving the issuance of the 1996 Bonds. SECTION 4. Disclosure Statement; Good Faith Deposit. The City acknowledges receipt from the Underwriter of the disclosure statement required by Section 218.385(6), Florida Statutes, substantially in the form attached hereto as Exhibit B. The City further acknowledges receipt of a corporate check of William R. Hough& Co., St. Petersburg, Florida, in the amount of $ (the "Good Faith Check"), and the City agrees to hold the Good Faith Check uncashed as security for the performance by the Underwriter of its obligation to accept and pay for the 1996 Bonds at the Closing in accordance with the provisions of this Purchase Contract. Upon compliance by the Underwriter with such obligation, the City shall return the uncashed Good Faith Check to William R. Hough & Co. at the Closing. If, however, the City does not accept this offer, the City shall immediately return the Good Faith Check to William R. Hough & Co. If, in the event: (a) the City fails to deliver the 1996 Bonds at the Closing, (b) the City shall be unable at or prior to the Closing to satisfy all of the conditions to the obligations of the Underwriter contained herein, or (c) the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, then the City shall immediately return the uncashed Good Faith Check to William R. Hough & Co. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the 1996 Bonds upon tender thereof by the City at the Closing as herein provided, the City may cash the Good Faith Check and retain the proceeds as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the cashing of the Good Faith Check shall constitute a full release and discharge of all claims and rights of the City against the Underwriter for damages for such failure and for any and all such defaults. SECTION 5. Public Offering. It shall be a condition to the City's obligations to sell and to deliver the 1996 Bonds to the Underwriter and to the Underwriter's obligations to accept delivery of and to pay for the 1996 Bonds that the entire aggregate principal amount of the 1996 Bonds be sold and be issued and delivered by the City at the Closing. The Underwriter agree to make a bona fide initial public offering of all the 1996 Bonds, plus interest accrued thereon from the dated date of the 1996 Bonds. At the Closing the Underwriter shall deliver to the City a certificate to the effect that(i) all of the 1996 Bonds have been the subject of an initial offering to the public as herein provided and (ii) not less than ten percent (10%) of the 1996 Bonds of each maturity were sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriter or wholesalers) at initial offering prices not greater than the respective prices shown on the cover of the Official Statement. The Underwriter agrees to make such offering in compliance with all applicable federal and state laws and regulations. 3248/ATLI6003/CD-BPC-1 2 3-12-1996/13:09pn SECTION 6. Use of Documents. The City hereby authorizes the use by the Underwriter in connection with the public offering, sale and distribution of the 1996 Bonds of the following documents: (a) the Bond Ordinance, together with any supplements or amendments thereto, (b) the Official Statement (including any supplements or amendments thereto) dated the date hereof, (c) the Preliminary Official Statement, dated , 1996 (the "Preliminary Official Statement"), (d) any other documents related to the transactions contemplated in the Official Statement in connection with the authorization, issuance and delivery of the 1996 Bonds to the Underwriter, the 1996 Project, the refunding of the 1996 Refunded Obligation, and public offering and distribution of the 1996 Bonds by the Underwriter on behalf of the City, (g) the Bond Registrar and Paying Agent Agreement between the City and , Florida. The Bond Ordinance is referred to herein sometimes as the "Ordinance"; and this Purchase Contract and the Paying Agent/Registrar Agreement are, sometimes, referred to herein, collectively, as the "Agreements". SECTION 7. Representations and Agreements. The City hereby represents and agrees, except as may be set forth otherwise in the Official Statement, as follows: (a) the City is, and will be at the date of Closing, duly organized and validly existing as a political subdivision of the State of Florida (the "State") with the powers and authority set forth in Chapter 166, Florida Statutes, and other applicable laws (herein collectively referred to as the "Act"); (b) the City has full legal right, power and authority to: (i) issue the 1996 Bonds for the purpose of providing moneys to finance the costs of (a) the acquisition and construction of additions, extensions, and improvements to the System, and the Stormwater System (the "1996 Project"), (b) refinance the 1996 Refunded Obligation, (c) fund the Reserve Account by the purchase of a Reserve Account Credit Facility, and (d) paying certain expenses related to the issuance and sale of the 1996 Bonds. (ii) enact the Ordinance and perform its obligations thereunder, (iii) enter into and perform its obligations under the Agreements, 3248/ATLI6003/CD-BPC-1 3 312-I996/13:09po (iv) sell, issue and deliver the 1996 Bonds to the Underwriter as provided herein, and (v) carry out and consummate the transactions contemplated by the Ordinance, the Agreements, and the Official Statement; (c) by all necessary official action taken at meetings of the City Commission duly called and held in accordance with applicable law, at which a quorum was present and acting at the relevant times, the City has: (i) approved and/or enacted as the case may be, the Ordinance and the Agreements, (ii) approved and authorized the Preliminary Official Statement and its distribution in connection with the offering of the 1996 Bonds and approved the execution, delivery and distribution of the Official Statement in connection with the delivery of the 1996 Bonds, (iii) duly authorized and approved (a) the execution and delivery of, and the performance by the City of its obligations in connection with the issuance of, the 1996 Bonds contained in the 1996 Bonds, the Ordinance, and this Purchase Contract, and (h) the consummation by it of all other transactions contemplated to be performed by the City under this Purchase Contract in connection with the issuance of the 1996 Bonds, including the execution of the Agreements; (d) the City, at the time of Closing, will have performed all of its obligations required to be performed at or prior to Closing under this Purchase Contract and the Bond Ordinance; (e) the City has complied, and at the Closing will be in compliance in all respects, with the terms of the Act, the Ordinance, and the Agreements. (f) this Purchase Contract constitutes, and the Ordinance and the Agreements will constitute, the valid and binding obligations of the City, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to the exercise of judicial discretion in appropriate cases; (g) the 1996 Bonds, when issued, authenticated and delivered to the Underwriter in accordance with the Ordinance and this Purchase Contract, will constitute valid and binding obligations of the City, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to the exercise of judicial discretion in appropriate cases; 3248/ATL16003/CD-BPC-I 4 3-12-1996/13 09pin (h) with regard to the issuance of the 1996 Bonds and the transactions contemplated in the Official Statement, and except as disclosed in the Official Statement, to the best of the undersigned's knowledge: (i) the City is not in material breach of or default under: (A) any applicable constitutional provision, law or administrative regulation of the City, the State or the United States of America, or any board, commission or agency, if any, thereof, (B) any applicable judgment or decree of any court, board, commission or agency of the City, the State, or the United States of America; or (C) any loan agreement, indenture, bond, note, resolution, agreement or other material instrument to which the City is a party or to which the City, or any of its property or assets, is otherwise subject, including the Ordinance, the Agreements, or this Purchase Contract; (ii) no event has occurred or is continuing which, with the passage of time, the giving of notice, or both, would constitute a material breach of or event of default under any such provisions, laws, regulations, judgments, decrees, or instruments; (iii) the execution and delivery of the 1996 Bonds, this Purchase Contract, the Agreements and the enactment of the Ordinance, and compliance with the provisions on the City's part contained therein, will not: (A) materially conflict with or constitute a material breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, or (B) 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 provided in the 1996 Bonds, the Bond Ordinance, and as set forth in the Official Statement; and (iv) no event has occurred or is continuing which, with the passage of time or the giving of notice, or both, would constitute a default by the parties, other than the City, under any agreement with regard to the issuance of the 1996 Bonds and the transactions contemplated in the Official Statement, or under any other material instrument to which the City is a party. (i) all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission, which are required for the due authorization by, or which would constitute a condition precedent to (or the absence of which would materially adversely affect), the due performance by, the City of its obligations in connection with the issuance of the 1996 Bonds under the Bond Ordinance, pursuant to this Purchase Contract, except for such approvals, consents and orders as may be required under the 3248/ATLI60031CD-BPC-1 5 3-12-1996/13:09pm Blue Sky or securities laws of any state in connection with the offering and sale of the 1996 Bonds, have been duly obtained or are reasonably obtainable in the ordinary course of business; (j) the 1996 Bonds, when issued, executed and delivered in accordance with the Bond Ordinance and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City, entitled to the benefits of the Bond Ordinance; and upon such issuance, execution and delivery, the Bond Ordinance, will provide, for the benefit of the Registered Owners from time to time of the 1996 Bonds, a valid and binding pledge of and lien on the Pledged Revenues pledged to the payment thereof, subject only to bankruptcy, insolvency or other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to the exercise of judicial discretion in appropriate cases; (k) the descriptions of the 1996 Bonds, the Ordinance and the Agreements contained in the Official Statement conform in all material respects to the 1996 Bonds, the Ordinance and the Agreements; (1) except as disclosed in the Official Statement, as of the date hereof, 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 the City: (i) affecting or seeking to prohibit, restrain or enjoin (A) the sale, issuance or delivery of the 1996 Bonds, (B) the 1996 Project, (C) the collection of the Pledged Revenues pledged to pay the principal of and interest on the 1996 Bonds, or (D) the pledge of and lien on such Pledged Revenues to secure payment of the 1996 Bonds, or (ii) contesting or affecting (A) the enactment, validity, or enforceability of the Ordinance or the Agreements, (B) the execution, delivery and enforceability of this Purchase Contract, or (C) the ownership and operation of the 1996 Project, or (D) the refunding of the 1996 Refunded Obligation, or (iii) contesting the exclusion from gross income for federal income tax purposes of interest on the 1996 Bonds, or (iv) contesting the completeness or accuracy of the Official Statement, or (v) contesting the existence or powers of the City or its authority (A) to enact, enter into, execute and deliver, and perform its obligations under, as the case may be, the Ordinance, the Agreements, and this Purchase Contract, (C) to issue the 1996 Bonds, or (D) to undertake the 1996 Project. (m) the City will furnish such information, execute such instruments and take such other action not inconsistent with law or the established policy of the City in cooperation with the Underwriter as the Underwriter may reasonably request in order to: 3248/ATL 16003/CD-BPC-1 6 3-12-1996/13 09pm (i) determine the eligibility of the 1996 Bonds for investment under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, (ii) qualify the 1996 Bonds for offer and sale under the laws of such states and other jurisdictions, and (iii) use its best efforts to continue such qualifications in effect so long as required for the distribution of the 1996 Bonds; provided, however, that the City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction; (n) as of its date, the Preliminary Official Statement, except for certain permitted omissions relating to prices, interest rates, maturities, aggregate principal amount, selling compensation, delivery dates and other final pricing information related to the 1996 Bonds as shown herein, is deemed "final" by the City for purposes of SEC Rule 15c2-12(b)(1); (o) at the time of the City's acceptance hereof and (unless an event occurs of the nature described in paragraph (q) of this Section 7) at all times subsequent thereto up to and including the date of the Closing, other than as disclosed in the Official Statement: (i) the City will not have incurred any long-term debt obligations secured by the Pledged Revenues or relating to the 1996 Project, (ii) the City will not have suffered any material adverse change in its financial position, (iii) the 1996 Project will not have suffered any material adverse change in its status or permitting or real property, and (iv) the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except with respect to information supplied by the Underwriter as to which no representation or agreement is made); (p) if the Official Statement is supplemented or amended pursuant to paragraph (q) of this Section 7, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date of the Closing, the Official Statement as so supplemented or amended, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except with respect to information supplied by the Underwriter as to which no representation or agreement is made); 3248/ATLI6003/CD-BPC-I 7 3-12-1996/13:09pm (q) If between the date of this Purchase Contract and the date of the closing the City is notified or becomes aware of the occurrence of any event which might or would cause the Official Statement, as then printed, supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City will immediately notify the Underwriter thereof, and, if, in the reasonable opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, then the City will, at its own expense, supplement or amend the Official Statement in a form and in a manner approved by the Underwriter and will provide the Underwriter with sufficient copies of such supplement or amendment as reasonably requested by the Underwriter so as to enable the Underwriter to comply with the provisions of SEC Rule 15c2-12; (r) the City will prepare and submit the information reports concerning the 1996 Bonds required by Section 149(e) of the Code and any then existing or proposed regulations thereunder, by registered mail, return receipt requested, to the Secretary of the Treasury within the time limit provided in the Code; and thereafter, the City will prepare and submit or cause to be submitted any supplement to the information reports which is deemed by Bond Counsel to be necessary or advisable in order to preserve or restore the status of the 1996 Bonds under the Code; and the information included in the information reports and any supplement thereto will be true and complete for the purposes for which intended; (s) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, the 1996 Bonds will have been duly executed, authenticated and delivered pursuant to the Ordinance and will be entitled to the benefit and security of the Ordinance; and (t) the City has not previously entered into a continuing disclosure undertaking as described in SEC Rule 15c2-12. SECTION 8. Closing. Not later than at 1:00 p.m., Eastern Time, on , 1996, or at such other time as may be mutually agreed upon by the City and the Underwriter, the City will, subject to the terms and conditions hereof, deliver the 1996 Bonds to or for the order of the Underwriter in definitive form, in such denominations and payable to such parties as shall be requested by the Underwriter (not less than five business days prior to Closing, otherwise in the discretion of the City, to be made payable to the Underwriter in such denominations as the City shall determine), duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept delivery of and pay the purchase price for the 1996 Bonds as set forth in Section 1 hereof in immediately available funds to the order of the City; and thereupon, the City shall deliver the (uncashed) Good Faith Check described in Section 4 hereof to William R. Hough & Co. The definitive 1996 Bonds shall be printed or lithographed on steel engraved borders and shall be made available to the Underwriter at such place as the Underwriter shall reasonably designate, at least 24 hours prior to the time set for Closing, or at such other time as may be mutually agreed to by the City and the Underwriter. SECTION 9. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon: (i) the representations and agreements of the City contained 3248/ATL 16003/CD-BPC-1 8 3-12-1996/13 09pm herein, (ii) the representations and agreements to be contained in the documents and instruments to be delivered at the Closing, and (iii) the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligation under this Purchase Contract to purchase, to accept delivery of, and to pay for the 1996 Bonds is: (i) conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and (ii) subject to the following additional conditions, which must be satisfied at or prior to the Closing: (a) the representations of the City contained herein shall be true, complete and correct (i) on the date hereof and (ii) on and as of the date of the Closing, as if made on the date of the Closing; (b) the Ordinance and the Agreements shall, except as set forth in the Official Statement, be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; (c) all official actions of the City relating to this Purchase Contract, the 1996 Bonds, the Ordinance, the 1996 Project and the refunded of the 1996 Refunded Obligation (i) shall be in full force and effect in accordance with their respective terms and (ii) shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriter; and (d) the time for taking an appeal from the Final Judgment of the Circuit Court of Duval County, in Case No. 95-05783-CA, validating the 1996 Bonds, rendered on December 21, 1995, shall have expired without any notice of appeal, motion for rehearing, or other pleading challenging the findings or decrees in such judgment, having been filed, as evidenced by the certificate of the Clerk of the Circuit Court for Duval County duly executed and filed in such proceedings; (e) the Underwriter shall have received fully executed originals, or copies, certified under seal of the official custodian of the records in which such documents are filed, of each of the following documents: (1) this Bond Purchase Contract; (2) the Official Statement and each supplement, amendment or modification, if any, thereto; (3) the Bond Ordinance, setting forth the continuing disclosure undertaking of the City pursuant to SEC Rule 15c2-12 in form and substance satisfactory to the Underwriter; (4) the Paying Agent/Registrar Agreement; 3248/ATL 16003/CD-BPC-I 9 3-12-1996/13 09pm (5) a certificate, dated the date of closing, signed by the Mayor of the City and the City Manager, or other appropriate City officials satisfactory to the Underwriter and Bond Counsel, to the effect that, to the best of their knowledge: (i) the representations of the City herein are true and correct in all material respects as of the date of closing; (ii) the City has performed all obligations to be performed hereunder as of the date of closing; (iii) proceeds from the sale of the 1996 Bonds will be used as contemplated in the Official Statement and the Bond Ordinance; (iv) since September 30, 1995, no material adverse change has occurred in the financial position or results of operations of the City except as set forth in or contemplated by the Official Statement; (v) the City has not, since September 30, 1995, incurred any material liabilities other than in the ordinary course of business, or as disclosed in the Official Statement; and (vi) the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; (6) a certificate (herein sometimes referred to as the "Tax Compliance Certificate") of the City executed by the Mayor of the City or other appropriate City official satisfactory to Bond Counsel, dated as of the date of Closing, setting forth facts, estimates and circumstances concerning the use or application of the proceeds of the 1996 Bonds, and stating in effect that on the basis of such facts, estimates and circumstances in existence on the date of Closing, it is not expected that the proceeds of the 1996 Bonds will be used in a manner that would cause such 1996 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code"); (7) a certificate executed by an authorized officer of , Florida(the "Bank"), as Bond Registrar and Paying Agent to the effect that: (i) the Bank is a national banking association duly organized, validly existing under the laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida; (ii) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to perform its functions under the Bond Ordinance, and the Paying Agent/Registrar Agreement; (iii) the performance by the Bank of its functions under the Bond Ordinance and the Paying Agent/Registrar Agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Bond Ordinance and the Paying Agent/Registrar Agreement; and (iv) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public 3248/ATL 16003/CD-BPC-I 10 3-12-1996/13 09pm board or body pending or, to their knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Bond Ordinance and the Paying Agent/Registrar Agreement; (8) an approving opinion relating to the 1996 Bonds, dated the date of the Closing and addressed to the City of Squire, Sanders & Dempsey, Jacksonville, Florida, Bond Counsel to the City, in substantially the form included in the Official Statement as Appendix E; (9) an opinion, dated the date of the Closing and addressed to the City, of Squire, Sanders & Dempsey, Jacksonville, Florida, Bond Counsel to the City, to the effect that (i) this Purchase Contract has been duly authorized, executed and delivered by, and assuming due authorization, execution and delivery thereof by the Underwriter, constitutes a valid and binding agreement of the City in accordance with its 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 the rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity; (ii) the 1996 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Ordinance and the Paying Agent/Registrar Agreement are exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (iii) they have reviewed the statements contained in the Official Statement under the headings "DESCRIPTION OF THE SERIES 1996 BONDS", "SECURITY FOR THE SERIES 1996 BONDS", "SUMMARY OF CERTAIN PROVISIONS OF ORDINANCE", "TAX EXEMPTION"; "ADVISORS AND CONSULTANTS--Bond and Disclosure Counsel", and "APPENDIX D - FORM OF BOND ORDINANCE" (collectively, the "Bond Provisions"), and on the cover page thereof relating to their opinion; (iv) the Bond Provisions (insofar as the statements constitute a summary of certain provisions of the Bond Ordinance and the 1996 Bonds) and the information on the cover page and in "APPENDIX E - FORM OF BOND COUNSEL OPINION" relating to their opinion fairly present the information purported to be summarized; provided, however, that the Bond Provisions referred to do not purport to summarize all the provisions of, and are qualified in their entirety by, the complete documents which are summarized; (10) an opinion, dated the date of Closing and addressed to the City, of Squire, Sander's and Dempsey, Jacksonville, Florida, Disclosure Counsel, to the effect that based upon their participation in the preparation 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 their attention causing them to believe that (A) the Official Statement as of its date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements 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), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (q) of Section 7 hereof, if applicable) 3248/ATL16003/CD-BPC-1 11 3-12-1996/13:09pm as of the date of the Closing contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except as aforesaid); (11) an opinion, dated the date of Closing and addressed to the Underwriter, of Squire, Sanders & Dempsey, Jacksonville, Florida, to the effect that, the foregoing opinions referred to in paragraphs (9) and (10) above and addressed to the City, may be relied upon by the Underwriter to the same extent as if such opinions were addressed to the Underwriter; (12) an opinion of Alan C. Jensen, City Attorney, dated the date of Closing, and addressed to the City and Bond Counsel to the effect that (i) this Purchase Contract and the Agreements have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery thereof by the Underwriter, constitutes the binding and enforceable agreements of the City in accordance with its 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 the rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity; (ii) to the best of his knowledge, the information in the Official Statement under the headings "THE CITY," "LITIGATION" and "LEGAL MATTERS," and statements of fact under the caption "DISCLOSURE MATTERS - Required by Florida Blue Sky Regulation" is correct in all material respects and does not omit any statement which, in his 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; (iii) based upon his 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 his attention which would lead him 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); (iv) to the best of his knowledge and except as disclosed in the Official Statement, the City is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, including the Ordinance and the Agreements, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default on the part of the City or the other parties under any of such instruments; (v) the Official Statement has been duly authorized, executed and delivered by the City; (vi) to the best of his knowledge, adoption or enactment, as the case may be, of the Ordinance and the Agreements and the execution and delivery of the 1996 Bonds, the Agreements and this Purchase Contract, 3248/ATL16003/CD-BPC-1 12 3-12-1996/13 09pm • 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, 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 1996 Bonds and the Bond Ordinance; (vii) to the best of his 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 his knowledge is there any basis for such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by this Purchase Contract and the Official Statement or the validity of the 1996 Bonds, the Agreements, the Ordinance or the Ordinance, and (viii) the City has the right and power under the Act to enact the Ordinance, and to execute and deliver the Agreements, and each of such instruments has been duly and lawfully enacted and executed, is in full force and effect, and constitutes valid and binding obligation of the City, enforceable in accordance with its respective 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 the rights of creditors generally and except to the extent that enforceability thereof may be limited by the application of principles of equity; (13) executed copies of the Consulting Engineer's Report in substantially the form and delivered by the firm as shown in Appendix A to the Official Statement; (14) a certificate of First Union Capital Markets Corp., Orlando, Florida, the City's Financial Advisor, that they have reviewed the Official Statement, and particularly the information under the headings "SOURCES AND USES OF FUNDS", "DEBT SERVICE SCHEDULE", and "ADVISORS AND CONSULTANTS - Financial Advisor", and that based upon their participation in the preparation 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 their attention causing them to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact necessary to be stated therein or necessary to make the statements 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), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (q) of Section 7 hereof, if applicable) as of the date of the Closing contains any untrue statement of a material fact or omits to state a material fact necessary to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except as aforesaid); 3248/ATLI6003/CD-BPC-1 13 3-12-1996/13:09pm (15) a certificate from Smith and Gillespie, Consulting Engineer. Jacksonville, Florida, (the "Consulting Engineer") dated as of the date of closing, to the effect that (i) they are a firm of professional engineers registered in the State and they consent to the use of their name in the Official Statement and the inclusion therein as Appendix A of their Report of Consulting Engineer dated February 26, 1996 (the "Engineer Report"); (ii) the Engineer Report was prepared in accordance with generally accepted engineering practices; (iii) nothing has come to their attention which would cause them to believe the Engineer Report was, as of its date, or as of the date of Closing, inaccurate in any material respect; and (iv) the statements contained in the Official Statement under the headings "THE SYSTEM," "THE 1996 PROJECT"- (and all subsections therein), "CONSULTING ENGINEER'S REPORT" and "ADVISORS AND CONSULTANTS -- Consulting Engineers" are true and correct in all material respects and, to the extent such sections summarize sections of their report, such sections constitute a fair and accurate summary of the relevant sections of their report. (16) evidence of compliance by the City with the conditions set forth in the Commitment for a Credit Facility issued by MBIA Insurance Corporation, New York, New York (the "Credit Facility Issuer") to the City, dated , 1996 (the "Commitment"), and delivery to the City of the executed Credit Facility of the Credit Facility Issuer in substantially the form attached to the Official Statement as Appendix F thereof, insuring the timely payment of principal of and interest on the 1996 Bonds, accompanied by a certificate of the Credit Facility Issuer and an opinion of counsel to the Credit Facility in the form attached as Schedule 7 to the Commitment. (17) letters of Moody's Investors Services, L.P., Standard & Poor's Ratings Services and Fitch Financial Services (collectively, the "Rating Agencies") to the effect that the 1996 Bonds have been assigned a rating no less favorable than "AAA", "AA" based on the Credit Facility, respectively, which rating shall be in effect as of the date of Closing. (18) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the date of Closing of all the agreements then to be performed and conditions then to he satisfied by it. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance as set forth herein. Opinions concerning the validity, binding effect and enforceability of the various agreements referred to above will in each case be deemed to assume and be premised upon the fact that the validity, binding effect and enforceability of the agreement referred to therein may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the 3248/ATL 16003/CD-BPC-I 14 3-12-1996/13 09pm enforcement of creditors' rights and remedies generally and (b)the unavailability of or limitation on the availability of, a particular right or remedy, (whether in a proceeding in equity or at law) because of an equitable principle. SECTION 10. Truth in Bonding Statement. The City is proposing to issue $ of debt or obligations to finance the costs of(i) the 1996 Project, (ii) refinance the 1996 Refunded Obligation, (iii) fund the Reserve Account by purchasing the Reserve Account Credit Facility, and (iv) pay certain expenses related to the issuance and sale of the Series 1996 Bonds. This debt or obligation is expected to be repaid over a period of approximately (_) years. At interest rates shown on the cover page of the Official Statement, dated 1996, total net interest paid over the life of the debt or obligation will be $ The source of repayment or security for the Series 1996 Bonds is on the Pledged Revenues which consist of (i) Net Revenues (as defined below) derived from the operation of the System(ii) Capital Facilities Charges, (iii) the moneys on deposit in the Funds and Accounts established in the Bond Ordinance, and(iv) Investment Earnings(collectively, the "1996 Pledged Revenues"). Authorizing this debt or obligation will result in $ (representing the average annual debt service on the Series 1996 Bonds) of City water and sewer revenues not being available to finance other projects or pay operating and maintenance expenses of the System each year for years. SECTION 11. Termination. (a) If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the 1996 Bonds contained in this Purchase Contract, or if the obligation of the Underwriter to purchase, to accept delivery of and to pay for the 1996 Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 12 hereof shall continue in full force and effect. (b) The Underwriter shall have the right to terminate its obligation under this Purchase Contract to purchase, to accept delivery of and to pay for the 1996 Bonds by notifying the City of its election to do so if, after the execution hereof and prior to the Closing, (i) the marketability of the 1996 Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation (A) adopted by the United States, (B) recommended to the Congress for passage by the President of the United States, or (C) favorably reported for passage to either house of the Congress by any committee of such house to which such legislation has been referred for consideration, or by any decision of any court of the United States or by any ruling or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other authority of the United States affecting the federal income tax status of the City, its property or income, or the interest on its bonds (including the 1996 Bonds); (ii) the United States shall have become engaged in hostilities which have resulted in the declaration of war or a national emergency and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the 1996 Bonds or 3248/A7LI6003/CD-BPC-1 15 3-12-1996/13:09pn the market price thereof; (iii) there shall have occurred the declaration of a general banking moratorium by any authority of the United States or the states of New York or Florida and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the 1996 Bonds or the market price thereof; (iv) an event described in paragraph (q) of Section 7 hereof shall have occurred which, in the opinion of the Underwriter, requires the preparation and publication of a supplement or amendment to the Official Statement and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the 1996 Bonds or the market price thereof; (v) any rating of the City shall have been downgraded by the Rating Agencies and such action, in the opinion of the Underwriter, will materially adversely affect the marketability of the 1996 Bonds or the market price thereof; (vi) there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the City, in either case other than in the ordinary course of its business and such action will, in the opinion of the Underwriter, materially adversely affect the marketability of the 1996 Bonds or the market price thereof; (vii) between the date hereof and the Closing, legislation shall be adopted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of the Underwriter, has the effect of requiring the contemplated distribution of the 1996 Bonds to be registered under the Securities Act of 1933, as amended, or of requiring the Bond Ordinance to be qualified under the Trust Indenture Act of 1939; (viii) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board, shall have been issued or commenced, or any legislation adopted, with the purpose or effect of prohibiting the issuance, offering or sale of the 1996 Bonds as contemplated hereby or by the Official Statement or prohibiting the performance by the City of its obligations under the Bond Ordinance; or(ix) the State of Florida shall take any action, or threaten to take any action which shall question the existence or powers of the City. SECTION 12. Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay, such expenses, if any, incident to the performance of the City's obligations hereunder including, but not limited to: (i) the cost of preparation, printing and delivery of all of the documents referred to in Section 9 hereof including, but not limited to, the Preliminary Official Statement and the Official Statement, but excluding the items set forth in paragraph (b) below, (ii) the cost of preparation and printing of the 1996 Bonds, including any temporary 1996 Bonds; (iii) the fees and disbursements of Squire, Sanders & Dempsey, as Bond Counsel and as Disclosure Counsel; (iv) the fees and disbursements of First Union Capital Markets Corp., Financial Advisor to the City; (v) the fees and disbursements of Smith and Gillespie Engineers Inc., Consulting Engineers; (vi) the fees and disbursement of the Credit Facility Issuer and the Rating Agencies; and (vii) the fees and disbursements of any other engineers, accountants, attorneys, and other experts, consultants or advisors retained or utilized by the City in connection with the refunding of the 1996 Refunding Obligation or the issuance of the 1996 Bonds, including the preparation thereof. (b) the Underwriter shall pay expenses related to the initial purchase and sale of the 1996 Bonds as follows: (i) all advertising expenses; (ii) the cost of preparation and printing any blue sky and legal investment surveys with respect to the 1996 Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the 1996 Bonds. 3248/ATLI6003/CD-BPC-I 16 3-12-1996/13:09pm SECTION 13. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City Manager of City of Atlantic Beach, Florida, 800 Seminole Road, Atlantic Beach, Florida 32233- 5445, Attention: City Manager, with a copy to Alan C. Jensen, City Attorney, Jensen and Hould, 708 North Third Street, Jacksonville Beach, Florida 32240-0457, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to their representative: William R. Hough & Co., One Independent Drive, Suite 2502, Jacksonville, Florida 32202 Attention: Mitchell N. Owens. SECTION 14. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's representations and agreements contained in Section 7 of this Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the 1996 Bonds pursuant to this Purchase Contract; and (iii) any termination of this Purchase Contract. SECTION 15. Effectiveness. This Purchase Contract shall become effective upon the acceptance hereof by the City and the execution by the appropriate representative of the Underwriter and the designated City officials and shall be valid and enforceable at the time of such execution. SECTION 16. Applicable Law. This Contract shall be construed under the laws of the State of Florida applicable thereto and venue in any action hereunder shall lie in Duval County, Florida. SECTION 17. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. SECTION 18. Execution in Counterparts. This Purchase Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. SECTION 19. Severability. The invalidity or unenforceability of any provision of this Purchase Contract shall not affect the validity or enforceability of the balance of this Purchase Contract. SECTION 20. Waiver or Modification. No waiver or modification of any one or more of the terms and conditions of this Purchase Contract shall be valid unless in writing and signed by the party or parties making such waiver or agreeing to such modification. [Remainder of Page Intentionally Blank] 3248/ATLI6003/CD-BPC-I 17 3-12-1996/13:09pm IN WITNESS WHEREOF, the undersigned hereby agree to the terms and provisions of this Bond Purchase Contract all as of the day and year first above written. WILLIAM R. HOUGH & CO. JACKSONVILLE, FLORIDA, As Representative of the Underwriters BY: Senior Vice President APPROVED AS TO FORM AND CITY OF ATLANTIC BEACH, FLORIDA CORRECTNESS: BY: BY: City Attorney Mayor 3248/ATLI6003/CD-13PC-I 18 3 12 1,e9o,I3 09pm EXHIBIT A NAME: $ Utilities System Revenue Bonds, Series 1996 DATED: 1, 1996 INTEREST PAYABLE: _ 1 and 1 of each year commencing 1, 1996 DENOMINATIONS: $5,000 and integral multiples thereof MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS $ * Serial Bonds Maturity Interest Price or Maturity Interest Price or ( ) Amount Rate Yield ( I) Amount Rate Yield $ % Term Bonds, due 1, 20_, Price % $ % Term Bonds, due 1, 20 , Price % 3248/ATL16003/CD-BPC-1 A-1 3-12-1996/13 09piu REDEMPTION PROVISIONS Mandatory Redemption. The Term Bonds maturing on 1, in the years and , are subject to mandatory redemption prior to maturity, in part, by lot, through Amortization Installments by operation of the Bond Amortization Account, at a redemption price equal to the unpaid principal amount of the Term Bonds to be redeemed, plus interest accrued thereon to the date of redemption, on 1 in the following years and in the following Amortization Installments: / Term Bond / / Term Bond / Amortization Amortization Year Installments Year Installments * * Maturity Optional Redemption. The Series 1996 Bonds maturing in the years through , inclusive, are not redeemable prior to their stated dates of maturity. The Series 1996 Bonds maturing on or after 1, are redeemable prior to their stated dates of maturity, at the option of the City, as a whole on 1, , or on any date thereafter, or in part on the first Business Day of any month on or after 1, , in such amounts as the City in its discretion shall select and by lot within a maturity if less than a full maturity, from moneys which may be available for such purpose and deposited with the Paying Agent on or before the date fixed for redemption, at a redemption price equal to 100% of the principal amount of Series 1996 Bonds being redeemed, together with accrued interest on such principal amount to the Redemption Date. 3248/ATL 16003/CD-BPC-I A-2 3-12-1996/13:09pn EXHIBIT B , 1996 Mayor and Members of the City Commission Atlantic Beach, Florida RE: City of Atlantic Beach, Florida $ Utilities System Revenue Bonds, Series 1996 Gentlemen: In connection with the proposed issue by the City of Atlantic Beach, Florida (the "City") of $ original aggregate principal amount of its Utilities System Revenue Bonds, Series 1996 (the "1996 Bonds"), William R. Hough & Co., Jacksonville, Florida, as representative of the Underwriters (the "Underwriter"), is underwriting a public offering of the 1996 Bonds. Arrangements for underwriting the 1996 Bonds will include a Bond Purchase Contract(the "Purchase Contract") between the City and the Underwriter, which will embody the terms in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, certain information with respect to the arrangements contemplated for the underwriting of the 1996 Bonds as follows: (A) The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the purchase and reoffering of the 1996 Bonds are as set forth in Schedule 1 attached hereto. (B) No person has entered into an understanding with the Underwriter, or to the knowledge of the Underwriter, with the City, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Underwriter or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the 1996 Bonds. (C) The Underwriting Spread(the difference between the price at which the 1996 Bonds will be initially offered to the public by the Underwriter and the price to be paid to the City for the 1996 Bonds, exclusive of accrued interest in both cases) will be $ /$1,000 (which includes a management fee of$ 1$1,000, risk of$ /$1,000, average takedown of$ 1$1,000 and expenses of $ /$1,000). (D) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issue of the 1996 Bonds, to any, person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), 3248/ATL16003/CD-BPC-1 B-1 3-12-1996/13 00prn Chairman and Members of the Board of County Commissioners January 11, 1994 Page Two except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in Paragraph (A) above. (E) The names and addresses of the Underwriters are: William R. Hough & Co. 100 Second Avenue South - Suite 800 St. Petersburg, Florida Prudential Securities Incorporated [Need address] Raymond James & Associates, Inc. 1405 NW 13th Street Gainesville, Florida 32601 We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes. Very truly yours, WILLIAM R. HOUGH & CO. JACKSONVILLE, FLORIDA As Representative of the Underwriters By: Senior Vice President 3248/ATL16003/CD-BPC-1 B-2 3-12-1996/I3:09pn SCHEDULE 1 TO EXHIBIT B LIST OF EXPENSES UNDERWRITER'S EXPENSES Per $1,000 BREAKDOWN OF UNDERWRITING SPREAD: Management Fee $ Risk Takedown Expenses TOTAL SPREAD $ EXPENSES: Fed Funds $ CUSIP Day Loan Interest DALNET DTC Travel and Out-of-Pocket Computer and Communications Advertising Closing TOTAL EXPENSES $ 3248/ATL16003/CD-BPC-I B-3 3-12-1996/13 09pm EXHIBIT B ESTIMATED ISSUANCE EXPENSES Estimated Costs of Issuance Bond Counsel $50,000 Disclosure Counsel 19,500 Financial Advisor 45,000 Consulting Engineer 25,000 Official Statement Printing 8,000 Bond Printing 2,500 Bond Ratings S&P 14,000 Moody's 14,675 Paying Agent 1,000 Sub Total $179,675 Underwriter's Discount* 117,605 TOTAL $297,280 *Based on Bond Issue Size of $22,660,000 3248/ATL16.003/R-AWARD-DELEGATION-1 C B-1 EXHIBIT C ESTIMATED INSURANCE PREMIUMS* Insurance Costs Bond Insurance Policy Premium 115,000 Debt Service Reserve Account 36,000 *Based on Bond Issue Size of $22,660,000 3248/ATL 16.003/R-AWARD-DELEGATION-1 C C-1 EXHIBIT D ESTIMATED SOURCES AND USES OF FUNDS* Sources of Funds Par Amount of Bonds $22,660,000 Plus: Accrued Interest 47,342 Less: Original Issue Discount (339,730) Debt Service Reserve for Barnett Bank Loan 500,000 TOTAL SOURCES $22,867,612 Uses of Funds Underwriter's Discount $ 117,605 Bond Insurance Premium 115,000 Debt Service Reserve Fund Surety Bond Premium 36,000 Retirement of Barnett Bank Loan 7,242,775 Deposit of Accrued and Capital- ized Interest to Sinking Fund 1,432,564 Issuance Expenses 179,675 Deposit to Project Fund 13,743,993 TOTAL USES $22,867,612 *Based on Bond Issue Size of $22,660,000 @ 5.79% all-in-interest rate 3248/ATL16.003/R-AWARD-DELEGATION-1C D-1 EXHIBIT E CERTIFICATE OF CITY MANAGER RE COMPLIANCE WITH RESOLUTION NO. 96-13 I, the undersigned City Manager of the City of Atlantic Beach, Florida (the "City"), pursuant to authorization of the City granted to me by the Delegation Resolution (herein defined), in connection with the authorization, sale, and issuance of the City's $ Utilities System Revenue Bonds, Series 1996 (the "Bonds"), DO HEREBY CERTIFY AS FOLLOWS: 1. Capitalized terms used herein shall have the meanings set forth in Ordinance No. 15-95-7, enacted by the City Commission (the "Commission") on November 13, 1995, as amended from time to time, as supplemented by Ordinance No. 15-96-8, enacted by the Commission on March 11, 1996 (collectively, the "Bond Ordinance"), as supplemented by Resolution No. 96-13 duly adopted on March 11, 1996 (the "Delegation Resolution"). 2. I have reviewed the terms and conditions of the Bond Purchase Contract dated , 1996 (the "Purchase Contract"), between the Commission and the underwriter named therein, relating to the Bonds, and Delegation Resolution, providing the conditions under which a bond purchase contract may be executed and delivered by the Commission. 3. The conditions set forth in the Delegation Resolution have been satisfied as follows: A. The Purchase Contract has been executed by the parties thereto on , 1996. B. The Purchase Contract is in substantially the form attached to the Delegation Resolution as Exhibit A, with such changes, insertions and omissions and such filling in of blanks (including final purchase price) which I have approved, upon the advice of the Financial Advisor, Bond Counsel, and the City Attorney. C. The aggregate principal amount of the 1996 Bonds to be sold is D. The purchase price for the 1996 Bonds is percent ( %) of the aggregate principal amount of the 1996 Bonds (without regard to original issue discount, if any), plus accrued interest from their dated date to their date of delivery (which is not less than 99% as required by the Delegation Resolution). E-1 E. The true interest cost on the 1996 Bonds is percent ( %) per annum (which does exceed 5.95% per annum as required by the Delegation Resolution). F. The total fees, expenses, insurance premiums and underwriter's discount on the 1996 Bonds is $ (which does not exceed 2.2% of the authorized principal amount of the 1996 Bonds as required by the Delegation Resolution). G. The City has received a disclosure statement from the Underwriter, setting forth the information required by Section 218.385, Florida Statutes, as amended. H. The Underwriter has delivered to the City its good faith check in an amount equal to dollars ($ ,000). 4. The foregoing satisfies all conditions precedent to the execution and delivery of the Purchase Contract by the Commission in accordance with the Delegation Resolution. 5. The dated date, the maturities, mandatory amortization installments, interest rates, redemption provisions and other details of the Bonds, are set forth on Exhibit A attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand as of this day of , 1996. CITY OF ATLANTIC BEACH, FLORIDA By: City Manager 3248/ATLI6.003/CD-AWARD-CERTIFICATE 3-I2-I 996/I 7 06pm E-2 EXHIBIT A NAME: $ Utilities System Revenue Bonds, Series 1996 DATED: March 1, 1996 INTEREST PAYABLE: April 1 and October 1 of each year commencing October 1, 1996 DENOMINATIONS: $5,000 and integral multiples thereof MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS $ * Serial Bonds Maturity Interest Price or Maturity Interest Price or (October 1) Amount Rate Yield (October 1) Amount Rate field 1998 2005 1999 2006 2000 2007 2001 2008 2002 2009 2003 2010 2004 $ % Term Bonds, due October 1, 2016, Price % $ % Term Bonds, due October 1, 2025, Price % • REDEMPTION PROVISIONS Mandatory Redemption. The Term Bonds maturing on October 1, in the years 2016 and 2025, are subject to mandatory redemption prior to maturity, in part, by lot, through Amortization Installments by operation of the Bond Amortization Account, at a redemption price equal to the unpaid principal amount of the Term Bonds to be redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following years and in the following Amortization Installments: / Term Bond / / Term Bond / Amortization Amortization Year Installments Year Installments 2016* 2025* * Maturity Optional Redemption. The Series 1996 Bonds maturing in the years 1998 through 2005, inclusive, are not redeemable prior to their stated dates of maturity. The Series 1996 Bonds maturing on or after October 1, 2006 are redeemable prior to their stated dates of maturity, at the option of the City, as a whole on October 1, 2005, or on any date thereafter, or in part on the first Business Day of any month on or after October 1, 2005, in such amounts as the City in its discretion shall select and by lot within a maturity if less than a full maturity, from moneys which may be available for such purpose and deposited with the Paying Agent on or before the date fixed for redemption, at a redemption price equal to 100% of the principal amount of Series 1996 Bonds being redeemed, together with accrued interest on such principal amount to the Redemption Date. [INSERT TABLE] 3248/ATLI6.003/CD-AWARD-CERTIFICATE4 3-12-1996/17:O pm