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DOCUMENTARY NO

VIEWS: 12 PAGES: 24

									A RESOLUTION OF THE CITY OF ORLANDO, FLORIDA,
SUPPLEMENTING AN ORDINANCE OF THE CITY BEARING
DOCUMENTARY NO. 17940; PROVIDING FOR AND
AUTHORIZING THE ISSUANCE OF ITS WASTE WATER
SYSTEM REFUNDING REVENUE BONDS, 2006 SERIES A IN AN
AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING
$20,300,000 TO REFUND THE CITY’S OUTSTANDING WASTE
WATER SYSTEM REFUNDING REVENUE BONDS, 1997
SERIES C; ESTABLISHING CRITERIA FOR DETERMINING
THE DATE, INTEREST RATES, INTEREST PAYMENT DATES,
PROVISIONS FOR REDEMPTION, SERIES DESIGNATION AND
MATURITY SCHEDULE OF SUCH BONDS; APPROVING THE
FORM OF AND AUTHORIZING THE MODIFICATION AND
EXECUTION OF AN ESCROW DEPOSIT AGREEMENT AND
DESIGNATING AN ESCROW AGENT THEREUNDER; MAKING
THE DETERMINATION THAT A NEGOTIATED SALE OF SUCH
BONDS IS IN THE BEST INTEREST OF THE CITY; APPROVING
THE FORM OF AND AUTHORIZING CIRCULATION OF THE
OFFICIAL NOTICE OF BOND SALE; AUTHORIZING THE
MAYOR OR MAYOR PRO TEM TO AWARD THE SALE OF
SAID BONDS TO ONE OR MORE OF THE UNDERWRITERS
DESCRIBED HEREIN ON A NEGOTIATED BASIS AND
APPROVING THE CONDITIONS AND CRITERIA OF SUCH
SALE; AUTHORIZING THE DESIGNATION OF A BOND
REGISTRAR, PAYING AGENT AND AUTHENTICATING
AGENT FOR THE 2006A BONDS; AUTHORIZING THE
DESIGNATION OF A VERIFICATION AGENT; DESIGNATING
AND AUTHORIZING THE DESIGNATION OF QUALIFIED
INDEPENDENT      CONSULTANTS     FOR   SAID   BONDS;
PROVIDING FOR THE TRANSFER OF CERTAIN MONEYS
HELD IN FUNDS AND ACCOUNTS FOR THE REFUNDED
BONDS; PROVIDING COVENANTS TO COMPLY WITH
APPLICABLE       TAX    AND    ARBITRAGE      REBATE
REQUIREMENTS; APPROVING THE FORM OF A DRAFT
PRELIMINARY OFFICIAL STATEMENT WITH RESPECT TO
THE BONDS AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A FINAL OFFICIAL STATEMENT; MAKING
PROVISIONS FOR THE HOLDERS OF THE 2006A BONDS TO
CONSENT TO CERTAIN AMENDMENTS TO THE SENIOR
BOND ORDINANCE; AUTHORIZING THE NEGOTIATION AND
ACQUISITION OF MUNICIPAL BOND INSURANCE TO INSURE
ALL OR A DESIGNATED PORTION OF THE 2006A BONDS;
PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION;
APPROVING THE FORM OF AND AUTHORIZING THE
MODIFICATION, EXECUTION AND DELIVERY OF THE
CONTINUING DISCLOSURE COMMITMENT WITH RESPECT
               TO SUCH BONDS; AND PROVIDING CERTAIN OTHER
               DETAILS WITH RESPECT THERETO.

        WHEREAS, the City of Orlando, Florida (the “City”) previously enacted an Ordinance
bearing Documentary No. 17940 on July 25, 1983, as amended by ordinances enacted by the
City on May 14, 1984, May 20, 1985, June 10, 1985, August 19, 1985, April 23, 1990, August
23, 1993, March 24, 1997, and October 21, 2002, and as supplemented by resolutions adopted by
the City on April 19, 1984, May 20, 1985, June 10, 1985, August 5, 1985, August 19, 1985,
April 14, 1986, July 28, 1986, October 20, 1986, April 23, 1990, January 7, 1991, August 17,
1992, January 11, 1993, July 12, 1993, January 22, 1996, February 12, 1996, March 17, 1997,
March 24, 1997, March 31, 1997, July 7, 1997, October 21, 2002, and November 4, 2002
(collectively, the “Senior Bond Ordinance”), pursuant to which it has issued its $51,485,000
Waste Water System Revenue Bonds, Series 1984A, $45,000,000 Waste Water System Revenue
Bonds, 1985 Series A, $26,000,000 Waste Water System Revenue Bonds, 1985 Series B,
$26,000,000 Waste Water System Revenue Bonds, 1985 Series C, $59,070,000 Waste Water
System Refunding Revenue Bonds, 1986 Series A, $53,015,000 Waste Water System Revenue
Bonds, 1986 Series B, $51,700,000 Waste Water System Refunding Revenue Bonds, 1990
Series A, $47,825,000 Waste Water System Refunding Revenue Bonds, 1991 Series A,
$55,285,000 Waste Water System Refunding Revenue Bonds, 1993 Series A, $47,860,000
Waste Water System Refunding Revenue Bonds, 1993 Series B, $39,430,000 Waste Water
System Refunding Revenue Bonds, 1997 Series A (Muni CPI’s), $6,500,000 Waste Water
System Refunding Revenue Bonds, 1997 Series B, $40,135,000 Waste Water System Refunding
Revenue Bonds, 1997 Series C (the "1997 Series C Bonds"), $46,970,000 Waste Water System
Refunding Revenue Bonds, 2002 Series A, and $26,450,000 Waste Water System Refunding
Revenue Bonds, 2003 Series A; and

       WHEREAS, the Senior Bond Ordinance authorizes the issuance of additional parity
bonds to refund all of the bonds previously issued thereunder or any Series or maturity thereof;
and

       WHEREAS, the City desires to issue its Waste Water System Refunding Revenue
Bonds, 2006 Series A (the “2006A Bonds”) as additional parity bonds under the Senior Bond
Ordinance to refund a portion of the Outstanding 1997 Series C Bonds; and

        WHEREAS, the City desires to authorize and provide for the sale of the 2006A Bonds to
the Underwriters (the “Underwriters”) pursuant to a negotiated sale under the conditions set forth
herein; and

        WHEREAS, the City desires to approve the form of and authorize the circulation of an
Official Notice of Bond Sale in substantially the form set forth as Exhibit A attached hereto (the
“Notice of Sale”), and to authorize and provide for the sale of the 2006A Bonds to one or more
underwriters selected by the City (the “Underwriters”) pursuant to a negotiated sale following
the solicitation of bids from such Underwriters; and

       WHEREAS, the City desires to approve the form of and authorize the execution and
delivery of an Escrow Deposit Agreement, substantially in the form attached hereto as Exhibit B




                                                2
(the “Escrow Deposit Agreement”) to provide for the payment of the portion of the 1997 Series
C Bonds to be refunded and to designate an Escrow Agent thereunder; and

       WHEREAS, the City desires to approve the form of a draft Preliminary Official
Statement regarding the 2006A Bonds, a copy of which is attached hereto as Exhibit C (the
“Preliminary Official Statement”) and to authorize the approval of a Preliminary Official
Statement and a final Official Statement with respect to the 2006A Bonds;

        WHEREAS, the City desires to approve the form of a Continuing Disclosure
Commitment with respect to the 2006A Bonds in substantially the form of Exhibit D attached
hereto (the “Continuing Disclosure Commitment”), pursuant to Rule 15c2-12 in effect from time
to time and applicable to the 2006A Bonds, promulgated by the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934 (the “Rule”);
and

       WHEREAS, the City finds it desirable to authorize the issuance and sale of the 2006A
Bonds in the aggregate principal amount as provided herein;

     NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ORLANDO, FLORIDA, that:

        SECTION 1.           Authority for Resolution. This Resolution is adopted pursuant to
Article VIII, Section 2, Constitution of the State of Florida, Section 159.11 and Chapter 166,
Florida Statutes, Ordinance bearing Documentary No. 17943 of the City enacted by the City
Council on July 25, 1983, as supplemented and amended, and the Senior Bond Ordinance
(collectively, the “Act”).

       SECTION 2.             Definitions. All terms used herein in capitalized form, unless
otherwise defined herein, shall have the same meaning as ascribed to them in the Senior Bond
Ordinance. In addition, as used herein:

        “Code” mean the Internal Revenue Code of 1986, as amended, or any applicable
corresponding provisions of any future laws of the United States of America relating to federal
income taxation, and except as otherwise provided herein or required by the context hereof,
includes interpretations thereof contained or set forth in the applicable regulations of the
Department of the Treasury (including applicable final regulations and temporary regulations),
the applicable rulings of the Internal Revenue Service including published Revenue Rulings and
private letter rulings and applicable court decisions.

        “Refunded Bonds” means the Outstanding 1997 Series C Bonds to be refunded subject to
the selection criteria and limitations herein set forth.

       SECTION 3.            Findings and Awards.

              A.     The findings and declarations of the City contained in the Senior Bond
Ordinance are hereby expressly approved, reaffirmed and ratified.




                                              3
                B.      It is necessary and in the best interests of the City to provide for the
refunding of a portion of the 1997 Series C Bonds presently Outstanding, subject to the criteria
herein set forth (the “Refunded Bonds”), to obtain substantial net interest cost savings.

               C.     The City is authorized under the Act to issue Additional Bonds and to
deposit the proceeds thereof in escrow to provide for the immediate refunding or the payment
when due at maturity or upon prior redemption of the principal of and interest and redemption
premiums, if any, on any Series of Bonds or any maturity of Bonds within a Series Outstanding
under the Senior Bond Ordinance.

              D.     Prior to the issuance of the 2006A Bonds pursuant hereto, provision shall
be made for the payment of all costs attributable to the Refunded Bonds as required pursuant to
and in compliance with Section 14.02 of the Senior Bond Ordinance.

               E.     The 2006A Bonds will not be issued unless the requirements of Section
12.02 of the Senior Bond Ordinance are satisfied on or prior to the issuance thereof and upon
issuance in accordance with the terms hereof, the 2006A Bonds will constitute Additional Bonds
under the Senior Bond Ordinance entitled to all the security and benefits thereof and hereof.

                F.      It is hereby ascertained, determined and declared that, because of the
characteristics of the 2006A Bonds, prevailing and anticipated market conditions and additional
savings to be realized from an expeditious sale of the 2006A Bonds, it is in the best interest of
the City to sell the 2006A Bonds at a private negotiated sale to the Underwriters upon the
satisfaction of the conditions set forth herein and on the terms set forth herein.

               G.     Prior to the sale of the 2006A Bonds, the Underwriters to whom the
2006A Bonds are sold as provided herein will provide the City with a disclosure statement
containing the information required by Section 218.385(6), Florida Statutes. The bid form shall
include a Truth In Bonding Statement pursuant to Section 218.385(2), Florida Statutes.

        SECTION 4.             Instrument to Constitute a Contract; Covenants in Senior Bond
Ordinance Applicable. In consideration of the acceptance of the 2006A Bonds authorized to be
issued hereunder by those who shall hold the same from time to time, this Resolution shall be
deemed to be and shall constitute a contract between the City and the registered owners of the
2006A Bonds. The covenants and agreements set forth herein and in the Senior Bond Ordinance
to be performed by the City shall be for the equal benefit, protection and security of the
registered owners of the 2006A Bonds and the 2006A Bonds shall be of equal rank with all other
2006A Bonds and with all other Bonds Outstanding under the Senior Bond Ordinance, without
preference, priority or distinction over any other thereof. All covenants contained in the Senior
Bond Ordinance shall be fully applicable to the 2006A Bonds as if originally issued thereunder.




                                               4
       SECTION 5.             Authorization of Refunding and Issuance of Bonds.

               A.       Subject to the limitations and criteria set forth below, the refunding and
redemption of the Outstanding 1997 Series C Bonds, or any maturity or maturities thereof, is
hereby authorized. The issuance of the 2006A Bonds for the purposes provided herein, in the
aggregate principal amount of not to exceed $20,300,000 and maturing not later than October 1,
2014, is hereby authorized. The Mayor or Mayor Pro Tem is hereby authorized to designate the
selected maturities of the 1997 Series C Bonds to be refunded and to award the sale of the 2006A
Bonds in an aggregate principal amount (not to exceed $20,300,000) necessary to refund the
Refunded Bonds and to pay the costs and expenses associated therewith, subject to the
following:

              (1) the purchase price of the 2006A Bonds is not less than 98%, expressed as a
percentage of the original principal amount of the 2006A Bonds, excluding original issue
premium and discount (the “Minimum Purchase Price”),

              (2) the all-in true interest cost rate (including costs of issuance and underwriting
spread) (“TIC”) on the 2006A Bonds does not exceed 4.30% (the “Maximum TIC”), and

               (3) either (a) present value savings are not less 3.25% of the principal amount of
the Refunded Bonds or (b) annual average savings are not less than $85,000, without giving
effect to the impact of amounts available to pay the Refunded Bonds due to a reduction in
amounts required to be on deposit in the Reserve Account (the “Minimum Savings”).

                B.     Subject and pursuant to the provisions hereof and of the Senior Bond
Ordinance, the 2006A Bonds to be known as the “City of Orlando, Florida Waste Water System
Refunding Revenue Bonds, 2006 Series A” are hereby authorized to be issued in the aggregate
principal amount not to exceed $20,300,000 or such lesser amount as may be approved by the
Mayor or Mayor Pro Tem for the purpose of refunding the selected Refunded Bonds and paying
the costs of issuance in connection therewith. Notwithstanding anything contained herein to the
contrary, the 2006A Bonds shall not be issued until the City has complied with the requirements
for the issuance of the 2006A Bonds as Additional Bonds under Section 12.02 of the Senior
Bond Ordinance.

       SECTION 6.             Terms and Form of 2006A Bonds.

                A.      The 2006A Bonds shall be issued in an aggregate principal amount of
$20,300,000 or such lesser amount as may be determined and approved by the Mayor or Mayor
Pro Tem pursuant to the terms hereof, shall be dated as of the date of original issuance and
delivery thereof, shall bear interest from such date, payable (except with respect to zero coupon,
capital appreciation or other deferred interest bonds) semiannually on the first day of April and
the first day of October of each year, commencing on the first April 1 or October 1 next
succeeding the date of issuance of the 2006A Bonds (or such later date as the Mayor or Mayor
Pro Tem may approve), at the rates (which may include zero percent interest rates) and shall
mature substantially in accordance with the maturity schedule set forth in the Notice of Sale and
the final Official Statement, as such rate and maturity schedule may be approved by the Mayor
or Mayor Pro Tem; provided that the TIC shall not exceed the rate set forth in Section 5 and that


                                                5
the final maturity of the 2006A Bonds shall not be later than October 1, 2014. The 2006A Bonds
may be issued as current interest paying bonds, zero coupon bonds, capital appreciation bonds or
other types of deferred interest bonds, or a combination thereof. The 2006A Bonds shall be
issued as fully registered bonds in the denomination of $5,000 ($5,000 value at maturity with
respect to 2006A Bonds issued as zero coupon or capital appreciation bonds) each or any integral
multiple thereof.

                 B.    The 2006A Bonds shall be numbered from one upward preceded by the
letter “R” prefixed to the number. Principal of and premium, if any, on the 2006A Bonds, shall
be payable upon presentation and surrender at the principal designated corporate trust office of
the Registrar. Interest on the 2006A Bonds (other than capital appreciation bonds) shall be paid
by check or draft drawn upon the Paying Agent and mailed to the registered owners of the
2006A Bonds at the addresses as they appear on the registration books held by the Registrar at
the close of business on the fifteenth (15th) day (whether or not a business day) of the month
next preceding the interest payment date (the “Record Date”), irrespective of any transfer or
exchange of such 2006A Bonds subsequent to such Record Date and prior to such interest
payment date, unless the City shall be in default in payment of interest due or such interest
payment date. In the event of such default, such defaulted interest shall be payable to the
persons in whose names the 2006A Bonds are registered at the close of business on a special
record date for the payment of such defaulted interest as established by notice deposited in the
U.S. mail, postage prepaid, by the City to the registered owners of the 2006A Bonds not less than
fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons
in whose names the 2006A Bonds are registered at the close of business on the fifth (5th) day
(whether or not a business day) preceding the date of mailing. Interest with respect to capital
appreciation bonds shall be paid only upon presentation and surrender thereof at the principal
corporate trust office of the Registrar upon maturity or prior redemption. Notwithstanding the
foregoing, the form of the 2006A Bonds may provide for the payment of interest thereon to
registered owners of a specified minimum aggregate principal amount of 2006A Bonds by wire
transfer. The City shall appoint such registrars, paying agents, transfer agents, depositaries or
other agents as shall be necessary to cause the registration, registration of transfer and reissuance
of 2006A Bonds within a commercially reasonable time according to the then current industry
standards. The transfer of registration of the 2006A Bonds may be made in the manner and upon
the terms and conditions contained in the form of the 2006A Bonds set forth below. The
registered owners of the 2006A Bonds shall be deemed and regarded as the absolute owners
thereof for all purposes.

               C.      The 2006A Bonds shall not be subject to redemption prior to maturity.

               D.      The text of the 2006A Bonds and the form of the assignment for such
2006A Bonds shall be substantially in the following form, with such omissions, insertions and
variations as may be necessary or desirable and approved by the Mayor or Mayor Pro Tem,
execution thereof being conclusive evidence of such approval, including, without limitation, such
changes as may be required for the issuance of uncertificated public obligations or coupon Bonds
to the extent authorized herein or in the Senior Bond Ordinance, capital appreciation bonds (the
interest on which is payable only upon maturity or prior redemption) or zero coupon bonds or
other deferred interest bonds, for payment of interest by wire transfer and for execution of the
2006A Bonds by an authenticating agent:


                                                 6
                                     [Form of 2006A Bond]

No. R-_____                                                                      $____________

                            UNITED STATES OF AMERICA
                                STATE OF FLORIDA
                                CITY OF ORLANDO
                   WASTE WATER SYSTEM REFUNDING REVENUE BOND,
                                  2006 SERIES A


  Interest Rate:         Maturity Date:          Original Dated Date:           CUSIP NO:

        %               October 1, ____             _____ __, 2006



REGISTERED OWNER:

PRINCIPAL AMOUNT:                                                                     DOLLARS

        The City of Orlando, Florida (hereinafter called the “Issuer”), for value received, hereby
promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, but solely from the revenues hereinafter mentioned, on the Maturity Date
identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon
presentation and surrender hereof at the designated office of ______________, _________,
____________, or its successors, as Bond Registrar and Paying Agent (the “Registrar”), and to
pay, solely from such revenues, interest on such Principal Amount from the date hereof, or from
the most recent interest payment date to which interest has been paid, at the Interest Rate per
annum identified above, until payment of such Principal Amount, or until provision for the
payment thereof has been duly provided for, such interest being payable semiannually on the
first day of April and the first day of October of each year, commencing on April 1, 2007.
Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it
appears on the registration books of the Issuer maintained by the Registrar at the close of
business on the 15th day (whether or not a business day) of the month next preceding the interest
payment date (the “Record Date”), irrespective of any transfer or exchange of such Bond
subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall
be in default in payment of interest due on such interest payment date. In the event of any such
default, such defaulted interest shall be payable to the person in whose name such Bond is
registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice by deposit in the U. S. mails, postage prepaid, by the Issuer to
the Registered Owners of Bonds not less than fifteen (15) days preceding such special record
date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the
close of business on the fifth (5th) day (whether or not a business day) preceding the date of
mailing. Payment of principal, upon presentation and surrender, or interest on the 2006A Bonds
may, at the option of any registered owner of 2006A Bonds in an aggregate principal amount of


                                                7
at least $1,000,000, be transmitted by wire transfer to such registered owner to the bank account
number on file with the Registrar as of the Record Date.

        This Bond and the interest hereon is payable solely from and secured by a prior lien upon
and pledge of certain revenues (“Net Revenues”) derived by the Issuer from the operation of the
System (as that term is defined in an Ordinance bearing documentary number 17940, finally
enacted by the Issuer on July 25, 1983, as amended (the “Ordinance”)), together with Impact
Fees (as that term is defined in the Ordinance), the Utilities Services Tax (as that term is defined
in the Ordinance) and certain other funds and investment earnings thereon, all in the manner and
to the extent provided in the Ordinance and in the Resolution bearing documentary number
_______, adopted by the Issuer on August 14, 2006 (the “2006 Supplemental Resolution”) and
as more particularly described below. Reference is hereby made to the Ordinance and the 2006
Supplemental Resolution for the provisions, among others, relating to the terms, lien and security
of the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies
of the Registered Owners of the Bonds, the extent of and limitations on the Issuer’s rights, duties
and obligations, [provisions pursuant to which the Bond Insurer is given the sole right to
exercise certain rights of owners of the 2006A Bonds insured by such Bond Insurer,] and
the provisions permitting the issuance of additional parity indebtedness, to all of which
provisions the Registered Owner hereof for himself and his successors in interest assents by
acceptance of this Bond. All terms used herein in capitalized form and not otherwise defined
shall have the meanings ascribed thereto under the Ordinance or the 2006 Supplemental
Resolution.

        This Bond shall not be deemed to constitute a debt or a pledge of the faith and credit
of the Issuer, the State of Florida or any political subdivision thereof within the meaning of
any constitutional, legislative or charter provision or limitation, and it is expressly agreed
by the Registered Owner of this Bond that such Registered Owner shall never have the
right, directly or indirectly, to require or compel the exercise of the ad valorem taxing
power of the Issuer or any other political subdivision of the State of Florida or taxation in
any form on any real or personal property for the payment of the principal of and interest
on this Bond or for the payment of any other amounts provided for in the Ordinance or the
2006 Supplemental Resolution.

       It is further agreed between the Issuer and the Registered Owner of this Bond that
this Bond and the indebtedness evidenced hereby shall not constitute a lien upon the
System, or any part thereof, or any other tangible personal property of or in the Issuer, but
shall constitute a lien only on certain revenues derived from the operation of the System,
certain Impact Fees, the Utilities Services Tax, and certain other funds and investment
earnings thereon, all in the manner and to the extent provided in the Ordinance. Neither
the members of the governing body of the Issuer nor any person executing the Bonds shall
be liable personally on the Bonds by reason of their issuance.

        This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$__,___,___, of like date, tenor and effect, except as to number, maturity and interest rate, issued
on a parity with certain other series of Outstanding Bonds issued pursuant to the Ordinance,
issued to provide for the refunding of a portion of the Issuer’s Outstanding Waste Water System
Refunding Revenue Bonds, 1997 Series C, all pursuant to the authority of and in full compliance


                                                 8
with the Constitution and laws of the State of Florida, including particularly the Ordinance,
Article VIII, Section 2, Constitution of the State of Florida, Section 159.11 and Chapter 166,
Florida Statutes, and Home Rule Ordinance bearing documentary number 17943 enacted on July
25, 1983, as supplemented and amended. This Bond is also subject to the terms and conditions
of the Ordinance and the 2006 Supplemental Resolution.

       In and by the Ordinance, the Issuer has covenanted and agreed with the holders of the
Bonds of this Series that it will fix, establish, revise from time to time whenever necessary,
maintain and collect such fees, rates, rentals and other charges for the use of the products,
services and facilities of the System which will always provide Gross Revenues in each Bond
Year which, together with the additional sources of funds referred to above, will be sufficient in
accordance with the provisions of the Ordinance to meet various financial requirements therein
described, including the requirement that the sum of the Gross Revenues, Available Impact Fees,
and Utilities Services Tax to be received in such Bond Year will be at least one hundred percent
(100%) of the Cost of Operation and Maintenance (as defined in the Ordinance) for such Bond
Year plus one hundred twenty-five percent (125%) of the Maximum Bond Service Requirement.
For purposes of the foregoing, the “Available Impact Fees” shall mean the amount of Impact
Fees projected to be received or available in such year, as determined in accordance with the
Ordinance, not to exceed the percentage of debt service on the Bonds allocated to Expansion
Projects as defined in the Ordinance. The Issuer has entered into certain further covenants with
the holders of the Bonds of this issue for the terms of which reference is made to the Ordinance.

       The Bonds of this Series are not subject to redemption prior to maturity.

        The person in whose name this Bond is registered shall be deemed and regarded as the
absolute owner hereof for all purposes, and payment of or on account of the principal of or
interest or redemption premium, if any, on this Bond will be made only to or upon the order of
the Registered Owner hereof or his legal representative. The registration of this Bond may be
transferred upon the registration books upon delivery to the principal office of the Registrar
accompanied by a written instrument or instruments of transfer in form and with guaranty of
signature satisfactory to the Registrar, duly executed by the owner of this Bond or by his
attorney-in-fact or legal representative, containing written instructions as to the details of transfer
of this Bond, along with the social security number or federal employer identification number of
such transferee. In all cases of a transfer of a Bond, the Registrar shall at the earliest practical
time in accordance with the provisions of the Ordinance enter the transfer of ownership in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Bond or Bonds of the same maturity and of authorized denomination or
denominations, for the same aggregate principal amount and payable from the same source of
funds. The Issuer and the Registrar may charge the owner of such Bond for the registration of
every such transfer of a Bond an amount sufficient to reimburse them for any tax, fee or any
other governmental charge required (other than by the Issuer) to be paid with respect to the
registration of such transfer, and may require that such amounts be paid before any such new
Bond shall be delivered. Neither the Issuer nor the Registrar shall be required to register the
transfer of any Bond between the Record Date and the related interest payment date, or, in the
case of any proposed redemption of the Bonds, after such Bond or any portion thereof has been
selected for redemption.



                                                  9
        If the date for payment of the principal of, premium, if any, or interest on this Bond shall
be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the
corporate trust office of the Registrar is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday,
legal holiday or a day on which such banking institutions are authorized to close, and payment
on such day shall have the same force and effect as if made on the nominal date of payment.

        As of November 4, 2003 (the “Effective Date”), the owners of all Bonds then outstanding
consented to and approved amendments to the Ordinance that fully release the Utilities Services
Tax from the lien and pledge thereof. Notwithstanding the foregoing, the City will not amend
the Ordinance to release the Utilities Services Tax from the lien and pledge thereof if such
release would result in a reduction or withdrawal of any credit rating then assigned at the request
of the City to any of the Senior Bonds then Outstanding, without regard to any credit
enhancement. Without limiting the generality of the foregoing, by acceptance of their respective
Bonds, the registered owners of the 2006A Bonds consent to the following amendments and
acknowledge that they are conceptual and descriptive in nature only and that such consent and
approval shall apply to definitive provisions amending the Senior Bond Ordinance that embody
the intent, and that are not inconsistent with, the general descriptions of the amendments set forth
below.

        The Ordinance may be amended to release the Utilities Services Tax from the lien and
pledge thereof and to otherwise delete all covenants and references in the Senior Bond Ordinance
to the Utilities Services Tax. Such amendments may include, without limiting the generality of
the foregoing, the following:

       (i)     the deletion of the Issuer’s covenants concerning the pledge, collection, receipt
               and disbursement of the Utilities Services Tax;

       (ii)    the revision of the rate covenant to delete references to the Utilities Services Tax,
               to delete the first rate covenant that would require Gross Revenues to be at least
               equal to one hundred percent (100%) of the Cost of Operation and Maintenance
               for such Bond Year plus the Maximum Bond Service Requirement, and to
               consolidate the remainder of the rate covenant requirements;

       (iii)   the revision of the additional bonds tests to delete references to the Utilities
               Services Tax, the Historical Adjusted Utilities Service Tax and the Adjusted
               Utilities Services Tax, and the deletion of the first additional bonds test that would
               require Adjusted Gross Revenues to be at least 100% of the Maximum Bond
               Service Requirement plus the Cost of Operation and Maintenance in the
               applicable bond years;

       (iv)    the deletion of the requirements that the Issuer include the Utilities Services Tax
               in its annual operating budget and that the Issuer retain books and records with
               respect thereto; and

       (v)     the deletion of the Utilities Services Tax from consideration in meeting various
               financial tests relating to the sale of the System or the future capacity thereof.



                                                 10
        Notwithstanding the foregoing, the Issuer may elect to reimburse the Utilities Tax
Account with respect to Utilities Services Tax revenues used to pay debt service on the Bonds
after the Effective Date.

       The 2006A Bondholders, by acceptance of their Bonds, shall be deemed to have
irrevocably consented in writing to the amendments set forth above.

        It is hereby certified and recited that all acts, conditions and things required to exist, to
happen, and to be performed precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this
Series does not violate any constitutional or statutory limitation or provision.

        This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Ordinance until the Certificate of Authentication endorsed hereon
shall have been signed by the Registrar.




                                                 11
       IN WITNESS WHEREOF, the City of Orlando, Florida, has issued this Bond and has
caused the same to be signed by its Mayor [Pro Tem] and attested to and countersigned by its
City Clerk, either manually or with their facsimile signatures, and its corporate seal or a
facsimile thereof to be reproduced hereon, all as of the __ day of ___________, 2006.

                                                    CITY OF ORLANDO, FLORIDA
(SEAL)

                                                    By:
                                                      Mayor [Pro Tem]
ATTESTED AND COUNTERSIGNED:


By________________________
 City Clerk

                           CERTIFICATE OF AUTHENTICATION

       This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Ordinance and 2006 Supplemental Resolution.




                                                    By:
                                                      Authorized Officer

Date of Authentication:

                                        ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned ___________________________
______________________________ (the “Transferor”), hereby sells, assigns and transfers unto
__________________________________________ (the “Transferee”)

                            PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF TRANSFEREE
                           ______________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
___________________________________________________________________ as attorney
to register the transfer of the within Bond on the books kept for registration and registration of
transfer thereof, with full power of substitution in the premises.

Date:_______________

Signature Guaranteed:




                                               12
NOTICE: Signature(s) must be guaranteed by          NOTICE: No transfer will be registered and
an eligible guarantor institution which is a        no new Bond will be issued in the name of
member of a recognized signature guaranty           the Transferee, unless the signature(s) to this
program, i.e., Securities Transfer Agents           assignment correspond(s) with the name as
Medallion    Program      (STAMP),     Stock        it appears upon the face of the within Bond
Exchanges Medallion Program (SEMP) or               in every particular, without alteration or
New York Stock Exchange Medallion                   enlargement or any change whatever and the
Signature Program (MSP), a member firm of           Social Security or Federal Employer
the New York Stock Exchange or a                    Identification Number of the Transferee is
commercial bank or trust company.                   supplied.



                                  [End of 2006A Bond Form]


        SECTION 7.             Sale of 2006A Bonds. The form of the Notice of Sale attached
hereto as Exhibit A is hereby approved, subject to such changes (including, without limitation,
changes which would provide for sale of the 2006A Bonds pursuant to an interactive bidding
system), insertions and omissions and filling of blanks therein as may be approved and made in
such form by the Mayor or Mayor Pro Tem in a manner consistent with the terms of this
Resolution, distribution of such notice shall be conclusive evidence of such approval. The Chief
Financial Officer is hereby authorized to distribute the Notice of Sale to the Underwriters and to
solicit bids for the purchase of the 2006A Bonds from the Underwriters. Upon receipt of such
bids for the purchase of the 2006A Bonds and a financial analysis from the Issuer’s financial
advisor evidencing that the minimum purchase price, maximum TIC and minimum savings
requirements provided in Section 5 above are met with respect to the Refunded Bonds as
designated and the delegation parameters set forth in this resolution are satisfied, the Mayor or
Mayor Pro Tem is hereby authorized to award the sale of the 2006A Bonds in the aggregate
principal amount of not exceeding $20,300,000 at a TIC equal to or less than the Maximum TIC,
to one or more of the Underwriters upon the terms and conditions set forth herein and in the
Notice of Sale. To determine the principal amount of zero coupon bonds, the face amount
thereof shall be discounted at the yield to maturity rate thereof shown in the final Official
Statement.

       SECTION 8.            Approval of Form of Escrow Deposit Agreement, Designation of
Escrow Agent. The form of the Escrow Deposit Agreement attached hereto as Exhibit B is
hereby approved, subject to such changes, insertions and omissions and filling of blanks therein
as may be approved and made in such form of Escrow Deposit Agreement by the officers of the
City executing the same, in a manner consistent with the provisions of this Resolution and the
Senior Bond Ordinance, such execution to be conclusive evidence of such approval. The Mayor
or Mayor Pro Tem of the City is hereby authorized to execute the Escrow Deposit Agreement on
behalf of the City. The Bank of New York is hereby appointed and designated as the Escrow
Agent under the Escrow Deposit Agreement (the “Escrow Agent”) with respect to the Refunded
Bonds.




                                               13
       SECTION 9.            Application of Proceeds.

                A.     Proceeds from the sale of the 2006A Bonds, including accrued interest, if
any, shall be disbursed as follows:

                     (a)    Accrued interest, if any, shall be deposited in the Debt Service
       Account created pursuant to the Senior Bond Ordinance and applied against interest next
       coming due on the 2006A Bonds.

                      (b)     An amount which, together with other funds of the City (including
       those held for the Refunded Bonds), if any, and investment earnings thereon is equal to
       the principal of and interest and redemption premiums, if any, on the Refunded Bonds
       when due in accordance with the schedules to be attached to the Escrow Deposit
       Agreement shall be transferred to the Escrow Agent for deposit into the Escrow Deposit
       Trust Fund created and established pursuant to the Escrow Deposit Agreement and shall
       be used and applied pursuant to and in the manner described in the Escrow Deposit
       Agreement to pay principal and interest on the Refunded Bonds and to pay call premiums
       and costs with respect thereto.

                       (c)   An amount equal to the premium with respect to any municipal
       insurance policy or policies, if any, securing the principal of and interest on the 2006A
       Bonds shall be paid by wire transfer directly by the Underwriters or by the City to the
       bond insurers to pay such premium or premiums. An amount equal to the other costs of
       issuance of the 2006A Bonds shall be set aside by the City and used to pay the other costs
       of issuance of the 2006A Bonds.

                     (d)   An amount, if any, which, together with other funds of the City
       and funds then on deposit in the Reserve Account, is equal to the Maximum Bond
       Service Requirement shall be deposited in the Reserve Account created pursuant to the
       Senior Bond Ordinance.

                B.     Notwithstanding the provisions of Section 9A above, the Mayor or Mayor
Pro Tem is hereby authorized to supplement and amend the application of proceeds of the 2006A
Bonds provided in Section 9A above, as evidenced by a Certificate of the Mayor or Mayor Pro
Tem executed in connection with the issuance of the 2006A Bonds, in a manner consistent with
the terms of this Resolution.

               C.      Amounts held for the benefit of the Refunded Bonds under the Senior
Bond Ordinance shall be applied as directed by Certificate of the Mayor or Mayor Pro Tem at
closing provided that such funds shall be used (1) to refund the Refunded Bonds; (2) to pay debt
service on or fund the Reserve Account for the 2006A Bonds or other Outstanding Bonds under
the Senior Bond Ordinance; or (3) to fund additional improvements to the System heretofore or
hereafter authorized by the City, or any combination of the foregoing, all in accordance with the
terms of the Senior Bond Ordinance.

        SECTION 10.          Compliance with Tax Requirements. It is the intention of the City
that the interest on the 2006A Bonds issued hereunder be and remain excluded from gross


                                               14
income for federal income tax purposes. To this end, the City hereby represents to and
covenants with each of the holders of the 2006A Bonds issued hereunder that it will comply with
the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of
Chapter 1 of Subtitle A of the Code to the extent necessary to preserve the exclusion of interest
on the 2006A Bonds issued hereunder from gross income for federal income tax purposes.
Specifically, without intending to limit in any way the generality of the foregoing, the City
covenants and agrees:

                      (a)    to make or cause to be made all necessary determinations and
       calculations of the Rebate Amount (as hereinafter defined) and required payments of the
       Rebate Amount;

                      (b)     to set aside sufficient moneys from the funds and sources of
       revenue pledged to the payment of the Bonds under the Senior Bond Ordinance or other
       legally available funds of the City, to timely pay the Rebate Amount to the United States
       of America;

                      (c)    to pay the Rebate Amount to the United States of America from
       the funds and sources of revenue pledged to the payment of the Bonds under the Senior
       Bond Ordinance or from other legally available funds of the City, at the times and to the
       extent required pursuant to Section 148(f) of the Code;

                      (d)    to maintain and retain all records pertaining to the Rebate Amount
       with respect to the 2006A Bonds issued hereunder and required payments of the Rebate
       Amount with respect to the 2006A Bonds for at least six years after the final maturity of
       the 2006A Bonds or such other period as shall be necessary to comply with the Code;

                      (e)     to refrain from using proceeds from the 2006A Bonds issued
       hereunder or the facilities financed or refinanced with the proceeds thereof in a manner
       that might cause the 2006A Bonds to be classified as private activity bonds under Section
       141(a) of the Code; and

                     (f)    to refrain from taking any action that would cause the 2006A
       Bonds issued hereunder to become arbitrage bonds under Section 148 of the Code.

        As used herein, the term “Rebate Amount” means the excess of the future value, as of a
computation date, of all receipts on non-purpose investments (as defined in Section 1.148-3 of
the Income Tax Regulations) over the future value, as of that date, of all payments on non-
purpose investments, all as provided by regulations under the Code implementing Section 148
thereof.

        The City understands that the foregoing covenants impose continuing obligations on the
City that will exist as long as the requirements of Section 103 and Part IV of subchapter B of
Chapter 1 of Subtitle A of the Code are applicable to the 2006A Bonds. Notwithstanding any
other provision of this Resolution or the Senior Bond Ordinance, including, in particular, Section
14.02 of the Senior Bond Ordinance, the obligation of the City to pay the Rebate Amount to the
United States of America and to comply with the other requirements of this Section 10 shall
survive the defeasance or payment in full of the 2006A Bonds.


                                               15
       SECTION 11.            Authenticating Agent, Paying Agent and Registrar; Verification
Agent. The Mayor or Mayor Pro Tem is hereby authorized to designate the initial
Authenticating Agent, Paying Agent and Registrar for the 2006A Bonds and to designate a
Verification Agent for the 2006A Bonds.

        SECTION 12.            Approval of Preliminary Official Statement; Authorization of
Official Statement. The City hereby approves the form and content of the draft Preliminary
Official Statement attached hereto as Exhibit C. The Mayor or Mayor Pro Tem and Chief
Financial Officer of the City are hereby authorized to approve the form of a Preliminary Official
Statement, in substantially the form of the draft Preliminary Official Statement attached hereto
together with such changes, insertions, omissions and filling of blanks therein as they, in their
sole discretion may approve, and to authorize the use of such Preliminary Official Statement by
the Underwriters in the initial marketing of the 2006A Bonds. The Mayor or Mayor Pro Tem of
the City is hereby authorized to execute a certificate deeming the Preliminary Official Statement
final within the meaning of Securities Exchange Commission Rule 15c2-12 except for certain
omissions permitted by the Rule. Execution and delivery of such certificate shall be conclusive
evidence of the approval of the changes in the Preliminary Official Statement from the form
thereof attached hereto. The Mayor or Mayor Pro Tem of the City and the Chief Financial
Officer of the City are hereby authorized to approve and execute, on behalf of the City, the final
Official Statement relating to the 2006A Bonds, with such changes from the Preliminary Official
Statement as they, in their sole discretion, may approve, such execution to be conclusive
evidence of such approval.

       SECTION 13.           Qualified Independent Consultants. The firm of Public Resources
Advisory Group, Inc. is hereby designated a Qualified Independent Consultant of the City under
the Senior Bond Ordinance for purposes of this issue. The Mayor or Mayor Pro Tem is hereby
authorized to designate one or more additional Qualified Independent Consultants under the
Senior Bond Ordinance in connection with the issuance of the 2006A Bonds and the refunding
and redemption of the Refunded Bonds as such officer may deem necessary or convenient.

       SECTION 14.            Approval of Continuing Disclosure Commitment.

       The form of the Continuing Disclosure Commitment attached hereto as Exhibit D is
hereby approved, subject to such changes, insertions, omissions and filling of blanks therein as
may be approved and made in such form of Continuing Disclosure Commitment by the officer of
the City executing the same, such execution to be conclusive evidence of such approval. The
Mayor or Mayor Pro Tem of the City is hereby authorized to execute the Continuing Disclosure
Commitment on behalf of the City. The failure of the City to comply with the Continuing
Disclosure Commitment will not be considered an “event of default” under the Senior Bond
Ordinance; provided, however, that any Bondholder or beneficial owner of Outstanding 2006A
Bonds may take such action as may be necessary and appropriate, including seeking a court
order or mandate, to cause the City to comply with its obligations under the Continuing
Disclosure Commitment, as provided therein.

       SECTION 15.          Authorization of Bond Insurance. The Mayor or Mayor Pro Tem
and Chief Financial Officer of the City, or any of them, are hereby authorized to solicit bids,
negotiate and arrange for municipal bond insurance with respect thereto to insure all, or a


                                               16
designated portion, of the 2006A Bonds (the “Insured 2006A Bonds”) and, upon the
recommendation and advice of the Chief Financial Officer of the City that purchasing such bond
insurance would be in the best interest of the City, the Mayor or Mayor Pro Tem is hereby
authorized to execute a commitment agreement and to pay the premium with respect thereto and
to take all actions and execute such documents as maybe required in connection therewith.

       Subject to the next following paragraph, for all purposes of Section 14.01 of the Senior
Bond Ordinance, the bond insurer with respect to the Insured 2006A Bonds, if any, (the “2006A
Bond Insurer”) shall be deemed to be the Bondholder of all Insured 2006A Bonds insured by it,
except that the 2006A Bond Insurer shall not be deemed to be the Bondholder of such Insured
2006A Bonds for purposes of consenting to amendments with respect to changes in the maturity,
principal amount, interest rates or payment dates with respect to the Insured 2006A Bonds.

       Notwithstanding any other provision contained herein to the contrary:

                      (1)    If the 2006A Bond Insurer shall be in default in the due and
       punctual performance of its obligations under the bond insurance policy securing the
       Insured 2006A Bonds (the “Insurance Policy”) or if such policy for whatever reason is
       not then enforceable and in full force and effect; or

                        (2)     If the 2006A Bond Insurer shall apply for or consent to the
       appointment of a receiver, custodian, trustee or liquidator of itself or of all or a
       substantial part of its assets, or shall admit in writing its inability, or be generally unable,
       to pay its debts as such debts become due, or shall make a general assignment for the
       benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code
       (as now or hereafter in effect) or shall file a petition seeking to take advantage of any
       other law relating to bankruptcy, insolvency, reorganization, winding up or composition
       or adjustment of debts, or shall fail to convert in a timely and appropriate manner, or
       acquiesce in writing to, any other petition filed against the 2006A Bond Insurer in any
       involuntary case under said Federal Bankruptcy Code, or shall take any other action for
       the purpose of effecting the foregoing; or

                       (3)     If a proceeding or case shall be commenced without the application
       or consent of the 2006A Bond Insurer, in any court of competent jurisdiction seeking the
       liquidation, reorganization, dissolution, winding up or composition or readjustment of
       debts of the 2006A Bond Insurer or the appointment of a trustee, receiver, custodian, or
       liquidator or the like of the 2006A Bond Insurer or of all or a substantial part of its assets,
       or similar relief with respect to the 2006A Bond Insurer under any law relating to
       bankruptcy, insolvency, reorganization, winding up or composition or adjustment of
       debts, and such proceeding or case shall continue undismissed and an order, judgment or
       decree approving or ordering any of the foregoing shall be entered and continue unstayed
       in effect for a period of one hundred twenty (120) days from the commencement of such
       proceedings or case, or any order for relief against the 2006A Bond Insurer shall be
       entered in an involuntary case under said Federal Bankruptcy Code;

then and in any such event the 2006A Bond Insurer shall not be entitled to any rights specifically
granted to it herein to consent to, approve or participate in any actions proposed to be taken by


                                                 17
the City, a Bondholder or any of them pursuant to this Resolution or the Senior Bond Ordinance
or to any other rights granted to the 2006A Bond Insurer under this Section 15.

        SECTION 16.            Approval of Amendments to Senior Bond Ordinance with Respect
to Release of the Utilities Services Tax. As of November 4, 2003 (the “Effective Date”), all of
the registered owners of all Bonds then Outstanding under the Senior Bond Ordinance were
deemed to have irrevocably consented in writing to and approved the following amendments to
the Senior Bond Ordinance. The following provisions set forth below are conceptual and
descriptive in nature only and such Bondholder consent and approval shall apply to definitive
provisions amending the Senior Bond Ordinance that embody the intent, and are not inconsistent
with, the general descriptions of the amendments set forth below.

        The City may, at its option, amend the Senior Bond Ordinance to release the Utilities
Services Tax from the lien and pledge thereof and to otherwise delete all covenants and
references in the Senior Bond Ordinance to the Utilities Services Tax. Notwithstanding the
foregoing, the City will not amend the Senor Bond Ordinance to release the Utilities Services
Tax from the lien and pledge thereof if such release would result in a reduction or withdrawal of
any credit rating then assigned, at the request of the City, to any of the Senior Bonds then
Outstanding, without regard to any credit enhancement. Such amendments may include, without
limiting the generality of the foregoing, the following:

               (a)     the deletion of Section 9.07 of the Senior Bond Ordinance pertaining to
       the pledge, collection, receipt and disbursement of the Utilities Services Tax;

              (b)     the revision of the rate covenant contained in Section 11.03 of the Senior
       Bond Ordinance to delete references to the Utilities Services Tax, to delete the
       requirements in Sections 11.03(a) and (b) of the Senior Bond Ordinance and to
       consolidate the remainder of the rate covenant requirements;

               (c)     the revision of the additional bonds tests contained in Section 12.02 of the
       Senior Bond Ordinance to delete references to the Utilities Services Tax, the Historical
       Adjusted Utilities Services Tax and the Adjusted Utilities Services Tax and to delete the
       requirement in Section 12.02(j)(i) of the Senior Bond Ordinance. Pursuant to such
       amendments, after the Effective Date, no historical or prospective revenues derived from
       the Utilities Services Taxes may be considered in meeting those requirements;

               (d)    the deletion of the requirements that the Issuer include the Utilities
       Services Tax in its annual operating budget under Section 11.02 of the Senior Bond
       Ordinance, and the deletion of the requirement that it retain books and records with
       respect to the Utilities Services Tax under Section 11.04 of the Senior Bond Ordinance;
       and

               (e)     the deletion of the Utilities Services Tax from consideration in meeting
       various financial tests under Section 11.06 of the Senior Bond Ordinance relating to the
       sale of the System or the future capacity thereof.




                                               18
       Notwithstanding the foregoing, the City may elect to reimburse the Utilities Tax Account
under Section 9.02(1)(h) of the Senior Bond Ordinance with respect to Utilities Services Tax
revenues used to pay debt service on the Bonds after the Effective Date.

        SECTION 17.           Authorizations Concerning 2006A Bonds.

               A.      The Mayor or Mayor Pro Tem is hereby authorized to award the sale of
the 2006A Bonds upon receipt of bids pursuant to the Notice of Sale in accordance with the
terms of this Resolution and the Notice of Sale.

                B.    Upon the satisfaction of the conditions precedent set forth herein and in
the Senior Bond Ordinance for the issuance of Additional Bonds, the Mayor or Mayor Pro Tem
and the Clerk or any Deputy Clerk of the City or their duly authorized alternative officers are
hereby authorized and directed on behalf of the City to execute the 2006A Bonds (including any
temporary bond or bonds) as provided in the Senior Bond Ordinance and any of such officers is
hereby authorized and directed upon the execution of the 2006A Bonds in the manner and in
substantially the form set forth herein and in the Senior Bond Ordinance to deliver the 2006A
Bonds in the amounts authorized to be issued hereunder, to the Bond Registrar for authentication
and delivery to or upon the order of the Underwriters to whom the 2006A Bonds are sold, upon
payment of said purchase price and upon compliance by such Underwriters with the terms of this
Resolution and the Notice of Sale.

                C.      The Mayor or Mayor Pro Tem and Clerk or any Deputy Clerk of the City,
the Chief Financial Officer of the City, and such other officers and employees of the City as may
be designated by the Mayor or Mayor Pro Tem, are each designated as agents of the City in
connection with the issuance and delivery of the 2006A 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 City including, without limitation, the
Escrow Deposit Agreement, the final Official Statement, the Continuing Disclosure Commitment
and a registrar and paying agent agreement, that are necessary or desirable in connection with the
execution and delivery of the 2006A Bonds, and which are specifically authorized or are not
inconsistent with the terms and provisions of this Resolution or the Senior Bond Ordinance or
any action relating to the 2006A Bonds heretofore taken by the City. Such officers and those so
designated are hereby charged with the responsibility for the issuance of the 2006A Bonds.

      SECTION 18.            Effective    Date. This    Resolution    shall   become     effective
immediately upon its adoption.

        This Resolution passed and adopted this _____ day of __________________, 2006.


ATTEST:                                             APPROVED:



Clerk                                               Mayor




                                               19
(SEAL)


Approved as to form and legality
for the use and reliance of the
City of Orlando, Florida only.
Dated this ____ day of __________, 2006.


_________________________
City Attorney
City of Orlando, Florida


              Filed in my office this ____ day of ________, 2006.


_______________________
City Clerk




                                             20
  EXHIBIT A

NOTICE OF SALE




      21
        EXHIBIT B

ESCROW DEPOSIT AGREEMENT




           22
          EXHIBIT C

PRELIMINARY OFFICIAL STATEMENT




              23
                           EXHIBIT D

               CONTINUING DISCLOSURE COMMITMENT
# 3864496_v6




                              24

								
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