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eer <br />additions thereto as shall be approved by the Chairman or Vice Chairman in accordance with the <br />provisions of this Section, their execution thereof being deemed conclusive evidence of the approval of such <br />changes and full satisfaction of the conditions set forth in this Section. The Bond Purchase Contract shall <br />not be executed by the Chanman or Vice Chairman until such time as all of the following conditions have <br />been satisfied. <br />(A) Receipt by the Chairman or Vice Chairman ofa written offer to purchase the Bonds by the <br />Underwriter substantially in the form of the Bond Purchase Contract, said offer to provide <br />for, among other things (i) the issuance of not exceeding $18,000,000 aggregate principal <br />amount of Bonds at a net interest rate not to exceed 6.00% (ii) an underwriting discount <br />(including management fees and all expenses) not in excess of $6 per $1,000 of principal <br />amount of Bonds, (iii) the final maturity of the Bonds shall be not later than 2031 and (iv) <br />the dated date of the Bonds shall be August I, 2001. <br />(B) Receipt by the Chaimnan from the Underwriters ofa disclosure statement and truth -in - <br />bonding information complying with Section 218.385, Florida Statutes. <br />(C) The Bonds shall be subject to optional redemption at the option of the Issuer in whole or <br />in part on and after a date that is not later than 2012 at a redemption price not to exceed <br />102%. <br />The County Administrator, or his designee, is hereby authorized to approve the payment of the <br />costs of issuing the Bonds, including, but not limited to fees and expenses of Bond Counsel, Disclosure <br />Counsel, Financial Advisor, Underwriter's Counsel, Issuer's Counsel, Registrar and Paying Agent, Rating <br />Agency fees, Bond Insurance premiums and printing fees. <br />SECTION 2. The Bonds shall be issued under and secured by the Resolution and shall be <br />executed and delivered by the Chairman or Vice Chairman of the Issuer, and attested by the Clerk in <br />substantially the fonn set forth in the Resolution, with such additional changes and insertions therein as <br />conform to the provisions of the Bond Purchase Contract, and such execution and delivery shall be <br />conclusive evidence of the approval thereof by such officers <br />SECTION 3. The Serial and Term Bonds shall be subject to such redemption provisions and <br />amortizations as set forth m the Bond Purchase Contract, the form of which is attached hereto as Exhibit <br />A., <br />SECTION 4. A book -entry -only system of registration is hereby authorized for the Bonds. So <br />long as the Issuer shall maintain a book -entry -only system with respect to the Bonds, the following <br />provisions shall apply: <br />The Bonds shall initially be issued in the name of Cede & Co. as nominee for the Depository Trust <br />Company ("DTC"), which will act as secunties depository for the Bonds and so long as the Bonds are held <br />in book -entry -only form, Cede & Co. shall be considered the registered owner for all purposes hereof. <br />On original issue, the Bonds shall be deposited with DTC, which shall be responsible for maintaining a <br />book -entry -only system for recording the ownership interests of its participants ("DTC Participants"), and <br />other instituuons who clear through ormaintain a custodial relationship with DTC Participants ("Indirect <br />Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records <br />with respect to the beneficial ownership interests of individual purchasers of the Bonds (`Beneficial <br />Owners"). <br />Principal and interest prior to and at maturity shall be payable directly to Cede & Co., in care of <br />DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments to <br />Indirect Participants shall be the responsibility of DTC Participants, and payments by DTC Participants and <br />Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect <br />Participants and not of DTC, the Paying Agent or the Issuer. <br />AUGUST 7, 2001 <br />-101- <br />BR 119 PG 116 <br />• <br />} <br />