SUPPLEMENTAL RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF LEESBURG, FLORIDA, SUPPLEMENTING RESOLUTION NO. 7141 OF THE CITY AS PREVIOUSLY AMENDED AND SUPPLEMENTED BY RESOLUTION 7142 BY AUTHORIZING A CITY AUTHORIZED REPRESENTATIVE TO AWARD THE SALE OF THE CITY’S NOT EXCEEDING $12,280,000 ELECTRIC SYSTEM REVENUE BONDS, SERIES 2007A AND THE CITY’S NOT EXCEEDING $12,000,000 TAXABLE ELECTRIC SYSTEM REVENUE BONDS, SERIES 2007B TO CITIGROUP GLOBAL MARKETS INC. AND JACKSON SECURITIES, LLC IN ACCORDANCE WITH CERTAIN PARAMETERS SET FORTH HEREIN AND APPROVING THE FORM OF A BOND PURCHASE AGREEMENT TO BE USED IN CONNECTION WITH SUCH SALE; APPOINTING U.S. BANK NATIONAL ASSOCIATION AS PAYING AGENT AND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE CIRCULATION OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT; AUTHORIZING A CITY AUTHORIZED REPRESENTATIVE TO DEEM FINAL THE PRELIMINARY OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A GUARANTEED INVESTMENT CONTRACT OR CONTRACTS PURSUANT TO WHICH SOME OR ALL OF SUCH BOND PROCEEDS WILL BE INVESTED; APPROVING THE FORM OF CONSULTING ENGINEER’S REPORT; AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY DOCUMENTS AND TAKE ANY ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION.

WHEREAS, the City of Leesburg, Florida (the “Issuer”) has adopted Resolution No. 7141 authorizing the issuance of its Electric System Revenue Bonds, Series 2004 (the “Series 2004 Bonds”); and

WHEREAS, Section 12.02 of Resolution No. 7141 as amended authorizes the City to issue Additional Bonds payable on a parity from the Pledged Revenues with the Series 2004 Bonds; and

WHEREAS, the Issuer pursuant to a resolution adopted on the date hereof has authorized the issuance of its Electric System Revenue Bonds, Series 2007A (the “2007A Bonds”) and its Taxable Electric System Revenue Bonds, Series 2007B (the “2007B Bonds”; and collectively with the 2007A Bonds, the “2007 Bonds”) as Additional Bonds pursuant to its Resolution No. 7141; and

WHEREAS, Citigroup Global Markets Inc. and Jackson Securities, LLC (collectively, the “Underwriter”) intend to submit an offer to purchase the 2007 Bonds by negotiated sale pursuant to the terms of a Bond Purchase Agreement between the Issuer and the Underwriter in substantially the form attached hereto as Exhibit “A” (the “Bond Purchase Agreement”); and

WHEREAS, the Issuer desires to approve the form of Preliminary Official Statement (the “Preliminary Official Statement”) in the form attached hereto as Exhibit “B” in connection with the issuance and sale of the 2007 Bonds; and

WHEREAS, the Issuer desires to authorize a City Authorized Representative (as defined below) to deem the Preliminary Official Statement final on behalf of the Issuer for purposes of Rule 15c2‑12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Rule”); and

WHEREAS, the Issuer desires to approve the form of and authorize the execution and delivery of a Disclosure Dissemination Agent Agreement substantially in the form attached hereto as Exhibit “C” (the “Disclosure Dissemination Agent Agreement”); and

WHEREAS, because of the current conditions existing in the market for securities similar to the 2007 Bonds, the Issuer finds it appropriate to delegate to each of the Mayor, the City Manager of the Issuer (the “City Manager”), and the Finance Director (each of the Mayor, the City Manager, and the Finance Director, a “City Authorized Representative”) the authority to accept the offer of the Underwriter to purchase the 2007 Bonds to be issued pursuant to the terms of the Bond Purchase Agreement if certain conditions set forth in this Resolution are met; and

WHEREAS, Resolution No. 7141 of the Issuer as amended and supplemented is collectively referred to as the “Bond Resolution”.

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

Section 1.     Authority. This Resolution is adopted pursuant to Article VIII, Section 2, Constitution of the State of Florida, Section 159.11 and Chapter 166, Florida Statutes, as to the 2007B Bonds Chapter 159, Part VII, Florida Statutes, the Bond Resolution and other applicable provisions of law (collectively, the “Act”).

Section 2.     Definitions. All terms used herein in capitalized form, unless otherwise defined herein, shall have the same meanings as ascribed to them in the Bond Resolution, unless the context otherwise requires. All terms used herein in capitalized form and defined in the preamble hereto shall have the meanings ascribed thereto in such preamble.

Section 3.     Findings.

A.                 The Underwriter will, prior to acceptance by the Issuer of the offer of the Underwriter to purchase the 2007 Bonds, provide the Issuer with (i) a disclosure statement regarding the 2007 Bonds containing the information required by Section 218.385(6), Florida Statutes, and (ii) a Truth‑In‑Bonding Statement pursuant to Section 218.385(3), Florida Statutes (which Truth‑In‑Bonding Statement may be contained in the Bond Purchase Agreement or the disclosure statement), and no further disclosure is or shall be required by the Issuer.

B.                 Because of prevailing and anticipated market conditions and savings to be realized from the expeditious sale of the 2007 Bonds, and taking into account the advice of D.A. Davidson & Co., the Issuer's financial advisor (the “Financial Advisor”), it is in the best interest of the Issuer to accept the offer of the Underwriter to purchase the 2007A Bonds in a principal amount not exceeding $12,280,000 and the 2007B Bonds in a principal amount not exceeding $12,000,000, at a negotiated sale upon the terms and conditions outlined herein and in the Bond Purchase Agreement and as determined by a City Authorized Representative in accordance with the terms hereof. Adoption of this Resolution is necessary in order to take advantage of current market conditions.

Section 4.     Instrument to Constitute a Contract; Covenants in Bond Resolution Applicable.  In consideration of the acceptance of the 2007 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, the Bond Resolution, as supplemented by this Resolution, shall be deemed to be and shall constitute a contract between the Issuer and the Holders of the 2007 Bonds. The covenants and agreements set forth herein and in the Bond Resolution to be performed by the Issuer shall be for the equal benefit, protection and security of the Holders of the 2007 Bonds, to the extent and in the manner provided therein. The 2007 Bonds shall be of equal rank, except as otherwise provided in the Bond Resolution, with the Series 2004 Bonds, and any Hedge Obligations of the Issuer incurred under Qualified Swaps, under the Bond Resolution, without preference, priority or distinction over any other thereof.

Section 5.     Specifying Delegation Parameters for the Sale of such Bonds; and Approval of Terms and Form of 2007 Bonds.

A.                 A City Authorized Representative is hereby designated and authorized to award the sale of the 2007A Bonds to the Underwriter in an aggregate principal amount not to exceed $12,280,000 and the 2007B Bonds in an aggregate principal amount not to exceed $12,000,000 and to approve the terms thereof, including, without limitation, the principal amount thereof, including the principal amounts of Term Bonds and Serial Bonds, the interest rate or rates with respect thereto, the purchase price thereof, the maturity dates thereof and the redemption terms with respect thereto, subject, however, to the following limitations:

                                                                              (i)            the principal amount of the 2007A Bonds shall not exceed $12,280,000 and the principal amount of the 2007B Bonds shall not exceed $12,000,000 (each a “Maximum Principal Amount”);

                                                                            (ii)            the purchase price of the 2007A Bonds and the purchase price for the 2007B Bonds shall not be less than 98% of the original principal amount thereof (the “Minimum Purchase Price”);

                                                                           (iii)            the true interest cost rate (the “TIC”) of the 2007A Bonds shall not exceed 5.50% and the TIC of the 2007B Bonds shall not exceed 6.75% (each a “Maximum TIC”);

                                                                          (iv)            the final maturity of the 2007 Bonds shall not be later than October 1, 2038 (the “Maximum Maturity Date”); and

                                                                            (v)            the Underwriter discount shall not be greater than 0.6% of the original principal amount of the 2007 Bonds (the “Maximum Underwriter Discount”).

B.                 The 2007 Bonds shall be dated their date of delivery, shall bear interest from such date, payable semiannually on the first day of April and the first day of October of each year, at such rates, and shall mature on October 1 of such year or years, all as shall be established by the Bond Purchase Agreement and approved by a City Authorized Representative as herein provided, execution of the Bond Purchase Agreement by a City Authorized Representative to constitute conclusive evidence of approval of the terms set forth therein. The 2007 Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof.

C.                 The 2007 Bonds shall be subject to such optional and mandatory redemption prior to their maturity, at such prices, on such dates, and in such manner, as shall be provided by the Bond Purchase Agreement and approved by a City Authorized Representative as herein provided.

D.                 The amount and date of each Amortization Installment for the 2007 Bonds shall be provided by the Bond Purchase Agreement and approved by a City Authorized Representative as herein provided to coincide with the mandatory redemption requirements for Term Bonds as specified in the Bond Purchase Agreement.

Section 6.     Approval of Bond Purchase Agreement; Approval of Preliminary Official Statement and Official Statement and Consulting Engineer’s Report.

A.                 The form of the Bond Purchase Agreement presented by the Underwriter and attached hereto as Exhibit “A” is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved and made in such Bond Purchase Agreement by a City Authorized Representative, in a manner consistent with the provisions of the Bond Resolution and this Resolution, such execution to be conclusive evidence of such approval. Upon receipt of a disclosure statement and a Truth‑in‑Bonding Statement from the Underwriter, a City Authorized Representative, with the advice of the Financial Advisor, which advice shall include a statement that the provisions of (i) through (v) below have been complied with, is hereby authorized to accept the offer of the Underwriter to purchase the 2007 Bonds (i) in the aggregate principal amounts not exceeding each Maximum Principal Amount, (ii) at a TIC not to exceed each Maximum TIC with an interest rate no greater than the maximum rate permitted by law, (iii) at a purchase price of not less than the Minimum Purchase Price, (iv) with a final maturity date not later than the Maximum Maturity Date, (v) with an underwriter discount not in excess of the Maximum Underwriter Discount, and (vi) upon the terms and conditions set forth in the Bond Purchase Agreement. A City Authorized Representative is hereby authorized to execute the Bond Purchase Agreement for and on behalf of the Issuer pursuant to the terms hereof and of the Bond Purchase Agreement and the Clerk of the Issuer (the “Clerk”) or any Deputy Clerk of the Issuer (“Deputy Clerk”) is hereby authorized to attest such signature.

B.                 The Issuer hereby approves the form and content of the Preliminary Official Statement including the appendices thereto which shall be in substantially the form of the draft Preliminary Official Statement attached hereto as Exhibit “B,” subject to such changes, insertions and omissions and such filling of the blanks therein as shall be approved by a City Authorized Representative declaring such document final.  The Issuer hereby authorizes the execution and delivery by its City Authorized Representatives of a final Official Statement which, subject to incorporating the provisions of the Bond Purchase Agreement, shall be in substantially the form of the Preliminary Official Statement.

C.                 In order to enable the Underwriter 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 2007 Bonds, a City Authorized Representative hereby authorized, on behalf of the Issuer, to deem the Preliminary Official Statement final as of its date, except for Permitted Omissions. As used herein, “Permitted Omissions” shall mean the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, bond ratings, and other terms of the 2007 Bonds depending on such matters.

D.                 The Consulting Engineer’s Report prepared by R.W. Beck, Inc. is hereby approved in substantially the form included as part of Exhibit B hereto and use of such report executed on behalf of R.W. Beck, Inc. as an appendix to the Preliminary Official Statement and Official Statement is hereby approved.

Section 7.     Appointment of Registrar and Paying Agent. U.S. Bank National Association is hereby appointed as Registrar and Paying Agent in connection with the 2007 Bonds and shall undertake the duties as such under the terms of the Bond Resolution, as supplemented hereby.

Section 8.     Continuing Disclosure. The Issuer hereby covenants and agrees that, in order to assist the Underwriter in complying with the provisions of the Rule mandating continuing disclosure with respect to the 2007 Bonds, it will comply with and carry out all of the provisions of the Disclosure Dissemination Agent Agreement to be executed by the Issuer prior to the time the Issuer delivers the 2007 Bonds to the Underwriter, as it may be amended from time to time in accordance with the terms thereof. The form of the Disclosure Dissemination Agent Agreement, attached hereto as Exhibit “C,” is hereby approved, subject to such changes, insertions and omissions and filling of blanks therein as may be approved and made therein by the City Authorized Representative executing the same, execution and delivery thereof to be conclusive evidence of such approval. A City Authorized Representative is hereby authorized to execute and deliver the Disclosure Dissemination Agent Agreement on behalf of the Issuer. Notwithstanding any other provision of the Bond Resolution or this Resolution, failure of the Issuer to comply with such Disclosure Dissemination Agent Agreement shall not be considered an event of default thereunder or hereunder.

Section 9.     Authorization of Execution and Delivery of Guaranteed Investment Contract. The Financial Advisor is hereby authorized on behalf of the Issuer to seek bids from qualified providers to provide the Issuer a Guaranteed Investment Contract or Contracts pursuant to which some or all of the proceeds of the 2007 Bonds will be invested in a manner consistent with the provisions of the Bond Resolution and this Resolution.  A City Authorized Representative, and the Clerk or any Deputy Clerk, are hereby authorized to execute, on behalf of the Issuer, the Guaranteed Investment Contract or Contracts, in a manner consistent with the provisions of the Bond Resolution and this Resolution, such execution to be conclusive evidence of such approval and to take all actions and to execute such documents as may be required in connection therewith.

Section 10. Authorizations.

A.                 A City Authorized Representative, and the Clerk or any Deputy Clerk, are hereby authorized, in accordance with the terms hereof, to sign the Bond Purchase Agreement at the places provided therein. A City Authorized Representative is hereby authorized to deliver the Bond Purchase Agreement immediately following the execution thereof to the representative of the Underwriter.

B.                 A City Authorized Representative, and the Clerk or any Deputy Clerk, are hereby authorized to approve the terms and to execute and deliver on behalf of the Issuer the Disclosure Dissemination Agent Agreement.

C.                 A City Authorized Representative, and the Clerk or any Deputy Clerk, and such other officers and employees of the Issuer as may be designated by a City Authorized Representative or the Clerk or any Deputy Clerk, are each designated as agents of the Issuer in connection with the issuance and delivery of the 2007 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts, on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the 2007 Bonds, including but not limited to the Insurance Agreement, and which are specifically authorized by or are not inconsistent with, the terms and provisions of this Resolution or any action relating to the 2007 Bonds heretofore taken by the Issuer. Such officers and those so designated are hereby charged with the responsibility for the issuance of the 2007 Bonds.

Section 11. Continuing Effect of Bond Resolution. Except as supplemented and amended hereby, all provisions of the Bond Resolution remain in full force and effect.

Section 12. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should 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 separate from the remaining covenants, agreements or provisions of this Resolution or of the 2007 Bonds issued hereunder.

Section 13. Controlling Law; Members of Issuer Not Liable. All covenants, stipulations, obligations and agreements of the Issuer contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Issuer in his individual capacity, and neither the members of the Issuer nor any official executing the 2007 Bonds or any other document authorized hereby shall be liable personally on the 2007 Bonds, such other document, or under this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Issuer or such members thereof.

Section 14. Effective Date.  This Resolution shall take effect immediately upon its passage in the manner provided by law.

PASSED AND CERTIFIED AS TO PASSAGE this 23rd day of July, 2007.

CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA



By:                                                                              
        Mayor

(SEAL)

Attested:


By:                                                      
                        City Clerk

 

Approved as to Form and Correctness:


By:                                                      
                        City Attorney