RESOLUTION NO. ____

A RESOLUTION EXPRESSING THE INTENT OF THE CITY OF LEESBURG, FLORIDA TO ACQUIRE WATER AND/OR WASTEWATER SYSTEMS AND CONSTRUCT, IMPROVE AND EQUIP BOTH ACQUIRED AND EXISTING WATER AND/OR SEWER UTILITY SYSTEM CAPITAL ASSETS; EXPRESSING THE INTENT FOR PURPOSES OF COMPLIANCE WITH UNITED STATES TREASURY REGULATION SECTION 1.150-(2)(e) TO REIMBURSE WITH THE PROCEEDS OF FUTURE TAX-EXEMPT FINANCINGS, CAPITAL EXPENDITURES MADE WITH RESPECT TO SUCH ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF SUCH CAPITAL ASSETS; PROVIDING FOR THE ISSUANCE BY THE CITY OF REVENUE BONDS, NOTES, BOND ANTICIPATION NOTES OR OTHER OBLIGATIONS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING [$15,000,000] TO PAY THE COSTS OF SUCH PROJECTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the City of Leesburg, Florida (the “City”) intends to finance the costs of the acquisition of various water and/or sewer systems and the construction, improvement, and/or equipping of, and making of other utility system capital expenditures with respect to, both acquired and existing water and sewer system capital assets, all as more particularly described in Exhibit “A” hereto, as the same may be modified from time to time by the City (collectively, the “Projects”), with the proceeds of its revenue bonds, notes, bond anticipation notes or other obligations to be issued in the future in one or more series (collectively, the “Tax Exempt Financing”); and

WHEREAS, the City expects to initially pay certain costs of the Projects with funds other than proceeds of the Tax Exempt Financing (collectively, the “Advanced Funds”) and to reimburse itself for such payments and expenditures with proceeds from the Tax Exempt Financing;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA, THAT:

AUTHORITY. This Resolution is adopted pursuant to Chapter 166, Florida Statutes and other applicable provisions of law (collectively, the “Act”).

FINDINGS. The City Commission hereby finds, determines and declares as follows:

The City is authorized under law, including, without limitation, the Act, to issue and incur the Tax Exempt Financing for the valid public purpose of paying the cost of the Projects.

It is necessary, desirable, convenient and in the interest of the City that the Projects be acquired, constructed, improved, equipped and financed as contemplated in this Resolution.

The City intends to finance the cost of the acquisition, design, permitting, construction, improvement, equipping and installation of the Projects initially with the proceeds of its Tax Exempt Bank Anticipation Notes (BAN) Financing to be issued in the future.

The City expects to pay certain costs of the Projects with Advanced Funds before the issuance of the Tax Exempt Financing.

EXPRESSION OF INTENT. The City reasonably expects to use the proceeds of the Tax Exempt Financing to reimburse itself for all expenditures described herein made with the Advanced Funds. This Resolution is a declaration of the official intent of the City in that regard, within the contemplation of Section 1.150-(2)(e) of the Income Tax Regulations promulgated by the United States Department of the Treasury.

MAXIMUM AMOUNT OF DEBT. The maximum principal amount of the Tax Exempt Financing expected to be issued to finance the cost of the Projects is [$15,000,000].

EXPENDITURES TO BE REIMBURSED. All of the expenditures initially to be made with the Advanced Funds and then to be reimbursed by the City from proceeds of the Tax Exempt Financing will be for costs of the Projects of a type constituting capital expenditures or costs of issuing the Tax Exempt Financing. Any such capital expenditures to be reimbursed have been paid not more than sixty days earlier than the date of this Resolution or will be paid on or after the date of this Resolution.

FURTHER ACTION. The officers and employees of the City are hereby authorized to do all acts and things required of them by this Resolution for the full, punctual and complete performance of all the terms, covenants and agreements contained herein or necessary or convenient to the issuance of the Tax Exempt Financing as provided herein.

EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED at the regular meeting of the City Commission of the City of Leesburg, Florida on the _____ day of _________, 2006.

THE CITY OF LEESBURG, FLORIDA

(SEAL) By:

Mayor-Commissioner

ATTEST:

City Clerk

APPROVED AS TO FORM AND CORRECTNESS:

City Attorney

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