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Master Transfer Agmt of Utilities Volume 2 of 3
OKEECHOBEE UTILITY AUTHORITY TRANSFER OF UTILIT?:ES September 27, 1995 Prepared for: CITY OF OKEECHOBEE Volume 2 of 3 Prepared By: W. LEE DOBBINS, ESQ. Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Fort Pierce, Florida 34954-2757 (407) 464-7700 s - CLOSING BINDER INDEX DMM CI CO OUA 1 . Deed by City . - _Q 2 . Deed and Agreement transferring C C C O the City Groundwater Treatment Plant and related easements to OUA 3 . Deed by OBWA (recorded in Okeechobee C C C 0 County) 4 . Deed by OBWA (recorded in Glades _Q. County) 5 . Deed by Kings Bay C C C 0 6 . Easement from City for C C C 0 Old Wastewater Treatment Plant and Wastewater Connection 7 . Dedication of Easement and C C C 0 Bill of Sale by County for Okee-Tantie Plant 8 . Owners Affidavit by City O 9 . Owners Affidavit by County . .Q 1 0 . Owners Affidavit by OBWA C C C O 1 1 . Owners Affidavit by Kings Bay O 12 . Property Interest Assignment C C C 0 and Assumption Agreement and Deed of Transfer by City 1 3 . Property Interest Assignment C C C O and Assumption Agreement and Deed of Transfer by OBWA (recorded in Okeechobee County) 1 4 . Property Interest Assignment C C C O and Assumption Agreement and Deed of Transfer by OBWA (recorded in Glades County) 1 5 . Property Interest Assignment C C C O & Assumption Agreement and Deed of Transfer by Kings Bay 1 6 . General Bill of Sale and O Assignment by OBWA 1 7 . General Bill of Sale and .__cO Assignment by King' s Bay 18 . Deed of Transfer and C O C 0 Assignment of Rights by City 19 . Deed of Transfer and Assignment C C C 0 of Rights by OBWA 20 . Deed of Transfer and C C C 0 Assignment of Rights by County 21 . Short Form Deed of Transfer C 0 C 0 and Assignment of Rights by City 2 DMM CI CO OUA 22 . Short Form Deed of Transfer C C C 0 and Assignment of Rights by OBWA (Okeechobee County) 23 . Short Form Deed of Transfer C C C 0 and Assignment of Rights by OBWA (Glades County) 24 . Short Form Deed of Transfer and C C C 0 Assignment of Rights by Kings Bay 2 5 . Assignment and Assumption C O C O Agreement assigning obligations of City 2 6 . Assignment and Assumption C C C O Agreement assigning obligations of OBWA 2 7 . Assignment and Assumption C O Agreement assigning obligations of County 2 8 . Assignment of Agreement by City C O C O assigning City agreements with: (i) HRS (ii) Eckerd Family Youth Alternatives (iii) Walpole, Inc . (iv) Williamson Cattle Company (v) Software Management, Inc . 29 . Assignment of Agreement by City C 0 C 0 (Speegle Construction, Inc. ) 3 0 . Assignment of Agreement by City C O C O assigning City agreements with Censtate Contractors, Inc. : (i) Water Distribution Improvement (ii) Lift Station Improvements 31 . Assignment of City Wastewater C C C 0 Treatment Plant lease from TIFF 32 . Assignment of Agreement C C C O between Digital Matrix Services, Inc . and OBWA 3 3 . Assignment of Agreement C C C O between LeWare Construction Company, Inc . and OBWA 34 . Notice of Termination of C C C 0 Third Party Beneficiary Contract, between Bay Utilities, Inc . and Kings Bay Homeowner' s Association, Inc. 35 . Satisfaction of three OBWA C C C 0 mortgages to FHA 3 6 . Confirmation of Municipal C C C O Purposes by TIFF 3 7 . Acknowledgment (that OBWA may C dissolve) 38 . Easement from Stokes (rewitnessed) C C C O* 39 . Easement from Mable Thomas C C C 0* (rewitnessed) 3 DMM CI CO OUA 40 . Easement from Alan Thomas C C C 0* (rewitnessed) 41 . Easement from Leggets (rewitnessed) C C C 0* 4 2 . Certified Copy of Resolutions -cC adopted by City Council authorizing the execution, delivery and performance of the Agreement 4 3 . Certified Copy of Resolutions C C C C adopted by the Board of Directors of OBWA authorizing the execution, delivery and performance of the Agreement 4 4 . Certified Copy of Resolutions C C adopted by the Board of Directors of Kings Bay authorizing the execution, delivery and performance of the Agreement 4 5 . Certified Copy of Resolutions C C C C adopted by the Board of County Commissioners authorizing the execution, delivery and performance of the Agreement 46 . Certified Copy of Resolutions C C C C adopted by the Board of Directors of OUA authorizing the execution, delivery and performance of the Agreement 47 . Certificate of the Clerk of the C C C 0 City as to incumbency and signatures of the City officers 48 . Certificate of the Secretary of C C C C OBWA as to incumbency and signatures of the OBWA officers 4 9 . Certificate of the Clerk of C C C C the Board of County Commissioners as to incumbency and signatures of the County officers 5 0 . Certificate of the Secretary of C C OUA as to incumbency and signatures of the OUA officers 5 1 . Certified copy of Amended OBWA C C C O Franchise Ordinance 5 2 . OBWA Consent to Amended OBWA C C C C Franchise Ordinance 53 . Certified copy of OUA Consent to C C C 0 Amended OWBA Franchise Ordinance 5 4 . Interlocal Agreement between City C O C O and OUA Governing Facilities and Services to be provided by the City to OUA 5 5 . Opinion of City Counsel . C 5 6 . Opinion of OBWA Counsel C C 4 DMM CI CO OUA 5 7 . Opinion of County Counsel C 5 8 . Opinion of OUA Counsel C C C C 5 9 . Opinion Letters from City Insurance C C C C Carrier 6 0 . Stipulation for Voluntary C C Dismissal by City, County & OBWA 6 1 . Petitioner' s Motion for C C C C Dismissal by City 6 2 . Public Service Commission C C C C Order Exempting OUA 63 . Certified copy of Final Judgment C C C 0 Validating Bonds (Okeechobee County) 64 . Certified copy of Final Judgment Validating Bonds (Glades County) C C C O 65 . Closing Statement 0 0 0 0 66 . Title Insurance Commitment C C C 0 0 = Original C = Copy 0* = Original delivered outside of Binder DMM = Dean, Mead & Minton CI = City of Okeechobee CO = County of Okeechobee OBWA = Okeechobee Beach Water Authority OUA = Okeechobee Utility Authority f:\data\rnk\index\214041sr.99 5 PREPARED BY AND RETURN TO: Michael D. Minton, Esq. Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Fort Pierce, Florida 34954-2757 (407) 464-7700 SHORT FORM DEED OF TRANSFER AND ASSIGNMENT OF RIGHTS KNOW ALL MEN BY THESE PRESENTS that the CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida (the "City" ) , for and in consideration of the sum of TEN DOLLARS ($10 . 00) and other good and valuable considerations to be paid by the OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) , the receipt of which is hereby acknowledged, has grant- ed, bargained, sold, transferred, set over, assigned and delivered, and by these presents does grant, bargain, sell, transfer, set over, assign and deliver, unto OUA, its successors and assigns, the City water and wastewater systems (collectively, the "City Utilities" ) , both tangible and intangible, and such rights and obligations, whether contractual or not, as more fully set forth in the Master Transfer Agreement dated July 13, 1995 (the "Agreement" ) , which is incorporated herein by specific reference. 1 . The City hereby transfers, AS IS, WHERE IS, and upon the terms and subject to the conditions and provisions of the Agreement, the following property, known as "Transferred Assets" , of the City: A. All easements, licenses, rights-of-way and con- sents owned or utilized by the City for the con- struction, operation and maintenance of the City Utilities . B. All water rights, wells, raw water sources, water production, treatment plant, storage, trans- mission, distribution, pumping, and other water facilities, all wastewater treatment plant, waste- water and/or sanitary sewer collection, trans- mission, pumping, reuse and disposal facilities of every kind and description whatsoever, including without limitation, all trade fixtures, leasehold improvements, storage tanks, lift stations, force mains pumps, pump stations, generators, controls, collection and transmission pipes or facilities, fire hydrants, valves, meters, service connections, and all other water and/or wastewater service connections, and all other water and/or wastewater physical, general plant and/or other facilities and property installations in use in connection with the operation of the City Utilities . C. All interest of the City in and to (a) all utility franchises of every character whatsoever and all certificates, immunities, privileges, permits, licenses, license rights, consents, grants, ordinances, interconnect agreements and interlocal agreements to construct, maintain and operate the City Utilities and every right of every character whatever in connection therewith; (b) all agree- ments for the supply of water to the Utility Systems, and (c) all water rights, flowage rights and riparian rights and all renewals, extensions, additions or modifications of any of the fore- going. D. All Developer Agreements, which provide for pay- ments to be made by Developers in exchange for water or wastewater services . E. Those Facilities referenced in the instruments listed in Composite Exhibit "A" attached hereto and made a part hereof. 2 . OUA, for itself and its successors and assigns, hereby accepts title to, and ownership of, these Transferred Assets . OUA further hereby agrees to assume the obligations of the City arising from, through or under any obligations arising from the City' s operation of the City Utilities prior to the date hereof, and agrees to indemnify and hold Assignor harmless from same as provided under the Agreement. 3 . As contemplated by and in furtherance of the provisions of Section 3 . 2 . f. of that certain Interlocal Agreement dated November 10, 1994, recorded in Official Records Book 360, Page 1684, Public Records of Okeechobee County, Florida, the City hereby grants to OUA, its successors, assigns and contractors, (i) the right to construct, operate, maintain and repair over, across or under property owned or controlled by the City any water and/or wastewater lines or other facilities currently in use, or to be used, by OUA in its provision of utility services, and (ii) the right of ingress and egress over property owned or controlled by the City, as shall be necessary or desirable for access to any water and/or wastewater lines or other facilities, whether in operation or to be constructed, which facilities may or may not be located on City property. Prior to using the easements or uses granted herein, OUA shall first notify the City of its intentions; and subsequent to such construction or use by OUA or its agents or contractors, shall cause the City property or property controlled by the City to be restored to its original condition at no expense to the City. -2- 4 . It is the intent of the parties hereto that this Deed of Transfer not merge with the Agreement and that the Agreement survive the execution hereof. IN WITNESS WHEREOF, the parties have caused this instrument to be executed and delivered effective as of the D day of September, 1995 . CITY: ATTEST: CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of he State of Florida _ tea.; By: er. qto 4W City Cl-rk , : J .s E. Kirk, Mayor (OFFICIAL SEAL}- APPROVED AS TO FORM CORRNESS: By‹.2.) City A torney OUA: AT 1ST: OKEECHOBEE UTILITY AUTHORITY Adi ■ K'm Love, Secretary Ja k Coker, Chairman (OFFICIA SEAL) ,1 Lr APP t.,' FOIL AND RRE^r; K Y'� l j aw ,, f AD `" __ ority At =: ey dd$ e�'4 -3- STATE OF FLORIDA COUNTY OF OKEECHOBEE nrrk The foregoing instrument was acknowledged before me this 2 day of September, 1995, by JAMES E. KIRK, as Mayor of the CITY OF OKEECHOBEE, FLORIDA, a municipality existing under.�r. the laws of the State of Florida. Said person (check one) 0-is personally known to me, ❑ produced a driver' s license (issued by a state of the United States within the last five (5) years) as identification, or ❑ produce of er ident' ication, to wit: • OFFICIAL NOTARY SEAL Print Name t1 ES ETA?e .-t DOLORES JARRIN Notary Publ c, State of Florida NOTARY PUBLIC STATE OF Ft.ORIDA! Commission No. : COMMISSION NO CC426614 My Commission Expires MY COMMISSION FX P DEC I4,l y�t� STATE OF FLORIDA OF OKEECHOBEE ..L The foregoing instrument was acknowledged before me this21 day of September, 1995, by JACK COKER, as Chairman o the OKEECHOBEE UTILITY AUTHORITY. Said person (check one) gvis personally known to me, ❑ produced a driver' s license (issued by a state of the United States within the last five (5) years) as identification, or ❑ produced er identification, to wit: cites Pi Print Name: Ma(GtS J NOTARY sEAt: Notary Public, - ate of Florida OFFILORESJARRIN Commission No. : NO I pRY PUBLIC STATE OF FLORIDA cca2661a My Commission Expires: COMuissI0 DRC,14,199s M'(COMMISSION F:\data\mdm\OKEECHOB.AS2 -4- COMPOSITE EXHIBIT A 1 . River Run Resort Phase 2 Wastewater System as described in instrument attached hereto. 2 . River Run Resort Phase 2 Water System as described in instrument attached hereto. 3 . Water Main from SW 10th Dr. , East on SW 13th Street as described in instrument recorded in Official Records, Book 297, Page 576 . 4 . Portion of NW 3rd Street (manholes and house connections) as described in instrument recorded in Official Records, Book 340, Page 1186 . 5 . Lines granted by Heritage Place, Inc . in instrument recorded in Official Records, Book 308, Page 1476 . 6 . Lines granted by Pearson in instrument recorded in Official Records Book 169, Page 381. 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') N.;q�, {• S. � :y.y. �i4 .1 '.t��.,d•+F IS;,. �i� �`e -hi: d n �r%y,• 5 '� .'� �.;ct4i�: a., r 17.,�I.,t�`c 4. if•S'� ':49',N‘' �..'`'�` �., t; f. ,�;1. 577�c.i ;�`ri 'V AYi �•h .( ' • I;.v't> �•�7M' f •rte;; i !. . I,.,�'ar , •ir.,t 'ti•' � �,. r �t:!� .,tom t •Y * ''• AG ��t !�'' I. r;�1� r'oi', ;S•�' 'r; tt .�'' ••xf .t` Y�4 rr ,+"• r;.,'..,.,,, ry. �:'.. '1i �a .. '}}� 1, r Ins. ,�,. ,r :K f} '• ..i'S i• !`..5 .4-• r.:•', .hr�l/ ',,,, `�"y'•: ;�'k`.,.v.l d 7 �' 1,- �,,.: •U;(.vr}•Y:1. t'i ' :1,:;+ '••. 4 � O� w l�M Il � h' `l 4 1 e 1 ',''i i " tL:.�.' .,r... •7.'� f, ' '•(� f?t'1+Y. � � � '•t� �4;A, �y4=lq..�Jt'11'y �'ir� raM,. r. I ,, } 'i/�j,I.d?" ,r.l;.�h �.�,��' �'�' ,P h'S,1' � ':f 13'4 w.�jt•i y'✓':1'PFla:rl, ,t S.4.'.t.:4f'e ','w-4:•'a:... . 1n.':.." ,. _?G ++I'4, r^" t''t !'"4"tllhi� $r?t+A,rl'.1.t',∎;};:i}tit,./.,R,h''0'..• ..p •J',',g I �:':.J`,..1,; I t"'•',,,., .. iLL ��Y \--.,: .. THIS DEED TO WASTEWATER SYSTEM, Executed this 4'7:4 day of X11. A. D. 1989 , by LESTER W. JENNINGS and JAMES R. BAUGHMAN first parties , to CITY OF OKEECHOBEE i ,6 f @1 whose postoffice address is 55 S.E. Third Avenue Okeechobee, Florida 34974 second party: • . WITNESSETH, That the said first parties , for and in consideration of the sum of $10 . 00, in hand paid by the said second party, the receipt whereof is hereby' acknowledged, does hereby remise, release and convey unto the said second party forever, all the right, title, interest, claim and demand which the said first parties have in and to The wastewater system including all materials, supplies and fixtures as installed in RIVER RUN RESORT, PHASE II located in the City of Okeechobee, County of Okeechobee, State of Florida . The cost to first parties of installing said wastewater system is $44 , 960. 00 . IN WITNESS WHEREOF, The said first parties have signed and sealed these presents the day and year first above written. Signed, sealed and delivered in presence of : // // 7/ /� /./ZGc•Gt t.- 7 • tT��,,C L.S. J , �pp ! jC,I��/1,n /��.,4-10 10 �/ , �,,,t / � c Y-r./-•�l�i.-`t_ . ._ L.S . STATE OF FLORIDA COUNTY OF OKEECHOBEE I HEREBY CERTIFY that on this day, before me, an officer duly, authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared LESTER W. JENNINGS and JAMES R. BAUGHMAN to me known to be the persons described in and who executed the foregoing instrument and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this c.rr' day of Appli, A.D. 1989 . ►qy Notary Public My Commission Expires :: : r:1r• .?..r (votary Or Er lAt This instrument prepared by: MYcond� a+. .21; 1 3 Lester W. 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A• first parties, to CITY OF OKEECHOBEE y :l whose postoffice address is 55 S .E . Third Avenue Okeechobee, Florida 34974 second party: ; , ` WITNESSETH, That the said first parties, •. , for and in >,; consideration of the sum of $10 . 00, in hand paid by the said second C. party, the receipt whereof is hereby acknowledged, does hereby !_; remise, release and convey unto the said second party forever, all the right, title, interest, claim and demand which the said first parties have in and to ze The water system including all materials, supplies and fixtures Ar ,: as installed in :RIVER RUN RESORT, PHASE II located in the City of N1 Okeechobee, County of Okeechobee, State of Florida. The cost to '.,.' first parties of installing said.:,,water system is $28, 740 . 00 . ,,:4t IN WITNESS WHEREOF, The said first parties have signed and `?b, sealed these presents the day and year first above written. �efk Signed, sealed and delivered in presence of: ,•:'. ...-.:.-_../,1_,L.C.(t.-L.y V. t--_-_-/./64„,.t e_A.., L.S. t,i / L L. 'y /nape /7 AM _ << �,7,,, K, /, ,e. 44.. _ L_S • '''' STATE OF FLORIDA ., COUNTY OF OKEECJIOIIEE 'hU •^+ I HEREBY CERTIFY that on this day, before V. a,,' me, an officer duly authorized in the State aforesaid and in the "'r ` County aforesaid to take acknowledgments, personally appeared `x" LESTER W. JENNINGS and JAMES R. BAUGHMAN N- to me known to be the persons described in and who executed the ,'t� , foregoing instrument and they acknowledged before me that they executed the' same. ,:ry WITNESS my hand and official seal in the County and State last aforesaid this Y.1i day of Appeati1 , A. D. 1999 . ‘ t _D_Lame; a. '; Notary Public ' „t • �+ My Commission Expires ! - :',1 Notary PuiNikkialporRoricle This instrument prepared by: my aptposozoie brims fiept. Lester W. Jennings, Esquire rlor+eeegR Post Office Box 237 } Okeechobee, Florida 34973 t IfAi ti • kill / 1. i �s - 370 r.CE 160 r7 PREPARED BY AND RETURN TO: Michael D. Minton, Esq. Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Fort Pierce, Florida 34954-2757 (407 ) 464-7700 SHORT FORM DEED OF TRANSFER AND ASSIGNMENT OF RIGHTS KNOW ALL MEN BY THESE PRESENTS that the OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corpora- tion ( "OBWA" ) , for and in consideration of the sum of TEN DOLLARS ($10 . 00) and other good and valuable considerations to be paid by the OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) , the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred, set over, assigned and delivered, and by these presents does grant, bargain, sell, transfer, set over, assign and deliver, unto OUA, its successors and assigns, the OBWA water system (the "OBWA Utility" ) , both tangible and intangible, and such rights and obligations, whether contractual or not, as more fully set forth in the Master Transfer Agreement dated July 13, 1995 (the "Agreement" ) , which is incorporated herein by specific reference. OBWA hereby transfers, AS IS, WHERE IS, and upon the terms and subject to the conditions and provisions of the Agreement, the following property, known as "Transferred Assets " , of OBWA: 1 . All easements, licenses, rights-of-way and con- sents owned or utilized by OBWA for the construc- tion, operation and maintenance of the OBWA Utility. 2 . All water rights, wells, raw water sources, water production, treatment plant, storage, trans- mission, distribution, pumping, and other water facilities of every kind and description what- soever, including without limitation, all trade fixtures, leasehold improvements, storage tanks, lift stations, force mains pumps, pump stations, generators, controls, collection and transmission pipes or facilities, fire hydrants, valves, meters, service connections, and all other water service connections, and all other water physical, general plant and/or other facilities and property installations in use in connection with the opera- tion of the OBWA Utility. BCGK• .3 70 PAGE 160 8 3 . All interest of OBWA in and to (a) all utility franchises of every character whatsoever including, but not limited to the Glades County franchise agreement, as set forth by Glades County Ordinance 93-4, dated May 24 , 1993, and all certificates, immunities, privileges, permits, licenses, license rights, consents, grants, • ordinances, interconnect agreements and interlocal agreements to construct, maintain and operate the OBWA Utility and every right of every character whatever in connection therewith; (b) all agree- ments for the supply of water to the OBWA Utility, and (c) all water rights, flowage rights and riparian rights and all renewals, extensions, additions or modifications of any of the fore- going. 4 . All Developer Agreements, which provide for pay- ments to be made by Developers in exchange for water services . OUA, for itself and its successors and assigns, hereby accepts title to, and ownership of, these Transferred Assets . OUA further hereby agrees to assume the obligations of OBWA arising from, through or under any obligations arising from OBWA' s operation of the OBWA Utility prior to the date hereof, as provided under the Agreement. It is the intent of the parties hereto that this Deed of Transfer not merge with the Agreement and that the Agreement survive the execution hereof. IN WITNESS WHEREOF, the parties have caused this �`t-- instrument to be executed and delivered effective as of the day of September, 1995 . OBWA: ATTEST: OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not- / for-profit corporation / � � .. - �. � ..• .� _ i4 . _ By: `-�' ,�� /� Secretary Print Name: �J8 Pe AWE Its: StAE.,v7 (OFFICIAL SEAL) APPROVED AS TO FORM AND CORRECTS By: •B^ , Attorney � `31 WA 0 FACE 1609 OUA: ATTEST: OKEECHOBEE UTILITY AUTHORITY By: l' ' ` � Kim Love, Secretary �c Coker, Chairman (OFFICIAL SEAL) APP• e ED AS Ts AND- s 'RE✓ ; N •S: f; rthori lr'P tt: 'ey STATE OF FLORIDA COUNTY OF OKEECHOBEE The foregoing instrument was acknowl ged before me this.� day of September, 1995, by LELA0i) C42CE— , as } QeSILKs T of the OKEECHOBEE BEACH WATER ASSOCIA- TION, INC. , a Florida not-for-profit corporation on behalf of OKEECHOBEE BEACH WATER ASSOCIATION, INC. Said person (check one) 0/is personally known to me, 0_ produced a driver ' s license ( issued by a state of the/United States within the last five (5) years) as identification, or ❑ produced oth- identification, to , wit: / a/DC_ OFFICIAL NOTARY SEAL Print Name: • P 42.2, DOLORES JARRIN Notary Public State of Florida NOTARY PUBLIC STATE OF FLORIDA Commission NO. COMMISSION NO CC426614 MY COMMISSION FM' DEC. 14,1998 My Commission Expires : STA RIDA COUNTY OF OKEECHOBEE The foregoing instrument was acknowledged before me this1 day of September, 1995, by JACK COKER, as Chairman 9f" the OKEECHOBEE UTILITY AUTHORITY. Said person (check one) 0/is personally known to me, ❑ produced a driver ' s license (issued by a state of the United States yrithin the last five (5) years) as identification, or ❑ produced] other identifi tion, to wit: ((j . Print Name: �( ; -141_,e(k) OFFICIAL NOTARY SEAL. Notary Public' of Florida DOLOItESJARRI Commission No. : NOTARY PUBLICSTATCC426614 1DA My Commission Expires: COMMISSION N 14 MY COMMISSION EX' ,143998 DEC JO Md313 L909LZ F:\data\mdm\OKEECHOB.AS3 PREPARED BY AND RETURN TO: FILED FOR RECORD Michael D. Minton, Esq. - - Dean, Mead & Minton 10 7 3 6 2 95 OCT -4 Ni 3: 4 5 1903 South 25th Street, Suite 200 Post Office Box 2757 Fort Pierce, Florida 34954-2757 CLK. C1n. C . (407 ) 464-7700 GLADES COUN T'. FL BY (}� " SHORT FORM DEED OF TRANSFER � C^l;l� 04 AND ASSIGNMENT OF RIGHTS KNOW ALL MEN BY THESE PRESENTS that the OKEECHO EE= r. ;x BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit c� •Qra•`, : -: } Q tion ( "OBWA" ) , for and in consideration of the sum of TEN r oL' ' M_; A ( $10 . 00) and other good and valuable considerations to be • .'. the OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) , the receipt of whTVsF� hereby acknowledged, has granted, bargained, sold, transferre• set over, assigned and delivered, and by these presents does grant, bargain, sell, transfer, set over, assign and deliver, unto OUA, its successors and assigns, the OBWA water system (the "OBWA Utility" ) , both tangible and intangible, and such rights and obligations, whether contractual or not, as more fully set forth in the Master Transfer Agreement dated July 13, 1995 (the "Agreement" ) , which is incorporated herein by specific reference. OBWA hereby transfers, AS IS, WHERE IS, and upon the terms and subject to the conditions and provisions of the Agreement, the following property, known as "Transferred Assets" , of OBWA: 1. All easements, licenses, rights-of-way and con- sents owned or utilized by OBWA for the construc- tion, operation and maintenance of the OBWA Utility. 2 . All water rights, wells, raw water sources, water production, treatment plant, storage, trans- mission, distribution, pumping, and other water facilities of every kind and description what- soever, including without limitation, all trade fixtures, leasehold improvements, storage tanks, lift stations, force mains pumps, pump stations, generators, controls, collection and transmission pipes or facilities, fire hydrants, valves, meters, service connections, and all other water service connections, and all other water physical, general plant and/or other facilities and property installations in use in connection with the opera- tion of the OBWA Utility. C.,c G". 3 . All interest of OBWA in and to (a) all utility franchises of every character whatsoever and all certificates, immunities, privileges, permits, licenses, license rights, consents, grants, ordinances, interconnect agreements and interlocal agreements to construct, maintain and operate the OBWA Utility and every right of every character whatever in connection therewith; (b) all agree- ments for the supply of water to the OBWA Utility, and (c) all water rights, flowage rights and riparian rights and all renewals, extensions, additions or modifications of any of the fore- going. 4 . All Developer Agreements, which provide for pay- ments to be made by Developers in exchange for water services . OUA, for itself and its successors and assigns, hereby accepts title to, and ownership of, these Transferred Assets . OUA further hereby agrees to assume the obligations of OBWA arising from, through or under any obligations arising from OBWA' s operation of the OBWA Utility prior to the date hereof, as provided under the Agreement. It is the intent of the parties hereto that this Deed of Transfer not merge with the Agreement and that the Agreement survive the execution hereof . IN WITNESS WHEREOF, the parties have caused this �`#-' instrument to be executed and delivered effective as of the c" day of September, 1995 . OBWA: ATTEST: OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not- , / , for-profit corporation �. Ji Alt_ 1' I • - By: ,__ , Secretary Print Name: C�--4}J� ���}QG� Its: (OFFICIAL SEAL) 0 APPROVED 0 FORM AND CORRECT S By: LTT OBWA Attorney -2- r•i CZ 21D OUA: ATTEST- _ OKEECHOBEE UTILITY AUTHORITY By: �ts` By: ,/_ . A._ {,/ / 1 _ K .m Love, Secretary .Jack Coker, Chairman {OFFICIAL SEAL) . Aj' e ED '0 F': „ t, CORR c N ,4S AP•406...._.A .., , '. 7 All Ai 4 "uthority t'or r' STATE OF FLORIDA COUNTY OF OKEECHOBEE ' --L The foregoing instrument was acknowledged before me this day of September, 1995, by tELi JD CEAPLC , as ,�.. I� )7 of the OKEECHOBEE BEACH WATER ASSOCIA- TIO ..r INC. , a Florida not-for-profit corporation on behalf of OKECHOBEE BEACH WATER ASSOCIATION, INC. Said person (check one) V is personally known to me, ❑ produced a driver ' s license (issued by a state of the Uni -d-States within t e last five (5) years) as identification, or ❑ produced other •e tification, to W • OFfiI��AI NOTARY SEAL r� • DOLORES JARR[N t�J �t L NOTARY PUBLIC STATE OF FLORIDA Print Name: ,'cC ) J,9GZ2uAI COMMISSION NO.CC426614 ,MYCO N EXP UFC 141996 Notary Public, Sate of Florida Commission No. : My Commission Expires: STATE OF FLORIDA COUNTY OF OKEECHOBEE 4� The foregoing instrument was acknowledged before me this(-77 day of September, 1995, by JACK COKER, as Chairman of- the OKEECHOBEE UTILITY AUTHORITY. Said person (check one) pis personally known to me, ❑ produced a driver' s license ( issued by a state of the United States 'n, the last five ( 5) years ) as identification, or ❑ produ d other" dentificati n, to wit: . , L,,,,V Cc,c,u>k_ Print Name: ' b(-)LO S J4 r-2,,t) FD OFFICIAL NOTARY SEAT. Notary Public, ate of Florida DOLORES JARRIN Commission No. : b.. NOTARY PUBLIC STATE OF FLORIDA My Commiss ion Expires: C.. 7 COMMISSION NO.CC426614 (.77 MY COMMISSION EXP DEC.14,1998 F:\data\mdm\OKEECHOB.AS4 c, r'1 -3- -7- C3..., [Dyr 370 r4C 1619 Instrument prepared by and return to: BURTON C. CONNER,P.A. 301 Northwest 5th Street Okeechobee, Florida 34972 (Recording information above) SHORT FORM DEED OF TRANSFER AND ASSIGNMENT OF RIGHTS KNOW ALL MEN BY THESE PRESENTS that KINGS BAY WATER COMPANY, a Florida nonprofit corporation ("KBWC"), in consideration of the sum of$10.00 and other valuable consideration given to KBWC, the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred, set over,assigned and delivered to OKEECHOBEE UTILITY AUTHORITY("OUA")the Kings Bay Water System, both tangible and intangible, AS IS, WHERE IS, including the following: 1. All easements, licenses, rights-of-way and consents owned or utilized by KBWC for the construction, operation and maintenance of the Kings Bay Water System; 2. All water rights, wells, raw water sources, water production, treatment plant, storage, transmission, distribution, pumping, and other water facilities of every kind and description whatsoever, including without limitation, all trade fixtures, storage tanks, lift stations, force main pumps, pump stations, generators, controls, collection and transmission pipes or facilities, valves, meters, service connections, and all other water service connections, and all other water physical, general plant and/or other facilities and property installations in use in connection with the operation of the Kings Bay Water System; 3. All certificates, immunities,privileges,permits, licenses, license rights,consents,grants, and ordinances which may be used to construct, maintain or operate the Kings Bay Water System; The consideration for this transfer and assignment of rights is the agreement of OKEECHOBEE BEACH WATER ASSOCIATION, INC., as indicated by its signature below, to assume all of the obligations of KBWC arising from, through or under any obligations arising from KBWC's operation of the Kings Bay Water System prior to the date hereof. (See next page for signatures and acknowledgment) 1 BC��K iQ 370 Q€1020 WITNESSES (as to KBWC): KINGS BAY WATER COMPANY'' u n C. Conner Tom Barnes, President (Signature) erns Gabriel, Secretary • ,l. C. -,;(2-r-/./64 (Print name) STATE OF FLORIDA COUNTY OF OKEECHOBEE The foregoing instrument was acknowledged before me on September ( , 1995,by Tom Barnes,President,and Verna Gabriel,Secretary of KINGS BAY WATER COMPANY,on behalf of the corporation. Each officer signing the instrument is personally known to me or produced a photo driver's license as identification and di. • • not strike one) take an oath. COMMISSION EXPIRATION AND SEAL B.CONNER NO ARY PUBLIC, STATE OTTLAZIDA g , MY COMMISSION/CC 262003 EXPIRES:Febnm'Y 26,1997 .,f ` Boded Thru Now Public Undo-.--r.� WITNESSES (as to OBWA): OKEECHOBEE BEACH WATER ASSOCIATION, INC. urton C. Conner Lelanil Pearce, President (Signature) (� �� l � �>r= Verna Gabriel, Secretary (Print name) STATE OF FLORIDA COUNTY OF OKEECHOBEE The foregoing instrument was acknowledged before me on September 16 , 1995,by Leland Pearce,President,and Verna Gabriel,Secretary of OKEECHOBEE BEACH WATER ASSOCIATION, INC.,on behalf of the corporation. Each officer signing the instrument is personally known to me or produced a photo driver's license as identification and did/ not strike one) take an oath. COMMISSION EXPIRATION AND SEAL: _..•�rsyy, B.CONNER 0 ARY PUBLIC, STATE OF FLORIDA ,., .?, MY COMMISSION/CC 262003 ro= EXPIRES:Febnmry 2E1,VP ••f;9t"dV Boded Thru Notary Public b,dewlbn _81100 .i.;r'3 v 13 0 )(d313 t:nVHS o OL09LZ 2 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT,-"` ( "Agreement" ) is made and entered into effective as of the 021 day of September, 1995, by and between the CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida ( "Assignor" ) , and the OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) . W I T N E S S E T H: WHEREAS, Assignor and Assignee have entered into that certain Master Transfer Agreement dated July 13, 1995, which requires the assignment and assumption of certain agreements; and WHEREAS, Assignor and Assignee desire to effectuate the terms of the Master Transfer Agreement by entering into this Agreement. NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, Assignor and Assignee agree as follows: 1. Assignor hereby grants, bargains, sells sets over and assigns to Assignee all right, title and interest in and to those agreements, contracts and obligations to vendors, suppliers, contract haulers and others pursuant to those certain contracts, agreements and obligations (collectively, the "Contracts" ) described in Exhibit "A" , attached hereto and made a part hereof. 2 . Assignee covenants and agrees with Assignor to assume and perform all obligations, duties and liabilities of Assignor under the Contracts, and hereby agrees to indemnify and hold Assignor harmless from all obligations arising from and after the date hereof, under said Contracts . IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written. ASSIGNOR: ATTEST: CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida 401: By: 111,fr (f ;4:11 City Clerk Ja E. Kirk, Mayor (OFFICIAL SEAL) APPROVED AS TO FORM AND CORRECTNESS: Y City Attorney ASSIGNEE: ATT*S OKEECHOBEE UTILITY AUTHORITY By: 1111 BY. Z.` _4 ,1? ' Ki Lo e, Secretary a k Coker, Chairman (OFFICIAL SEAL) / APPROVED AS T• F• ' Cs—EC ' S. : di Authority Attorney F:\data\mdm\OKEECHOB.AA2 EXHIBIT A CITY UTILITY AGREEMENTS 1 . Professional Services Contract between City and Knepper & Willard, Inc . , a professional engineering firm, dated March 5, 1993 . 2 . Professional Services Contract between City and Reese, Macon & Associates, a professional engineering firm, dated March 4 , 1993 . 3 . Cooperative Agreement Between the SFWMD and the City of Okeechobee, Florida, dated December 22, 1993, as amended November 15, 1994 . f:\data\mdm\wld\21404dj.cit ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement" ) is made and entered into effective as of the ,27 day of September, 1995, by and between OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corporation ( "Assignor" ) , and the OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) . W I T N E S S E T H: WHEREAS, Assignor and Assignee have entered into that certain Master Transfer Agreement dated July 13, 1995, which requires the assignment and assumption of certain agreements; and WHEREAS, Assignor and Assignee desire to effectuate the terms of the Master Transfer Agreement by entering into this Agreement. NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, Assignor and Assignee agree as follows: 1 . Assignor hereby grants, bargains, sells sets over and assigns to Assignee all right, title and interest in and to those agreements, contracts and obligations to vendors, suppliers, contract haulers and others pursuant to those certain contracts, agreements and obligations (collectively, the "Contracts" ) described in Exhibit "A" , attached hereto and made a part hereof. 2 . Assignee covenants and agrees with Assignor to assume and perform all obligations, duties and liabilities of Assignor under the Contracts. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written. ASSIGNOR: ATTEST: OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit / corporation �. ecretary Print Name: nEA2GE- Its: rzESrnE.07 (OFFICIAL SEAL) APPROVED AS TO FORM AND CORRECTNESS: By: 'i - � : Attorney ASSIGNEE: ATTES . OKEECHOBEE UTILITY AUTHORITY 11111 / By: a.` — By: A _ K m Lo e, Secretary :•ck Co 'er, airman (OFFICIAL SEAL) APPROVED AS TO FS ' AND CORRECT ' S/ L ti Auth-f='-ty Att• ey F:\mdm\data\OKEECHOB.AA3 EXHIBIT A OBWA AGREEMENTS 1 . Howie Greene Tank Inspection (no written contract) . 2 . I . C.S . Computers (no written contract) . f:\data\mdm\wld\21404dj.obwa ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement" ) is made and entered into effective as of the day of September, 1995, by and between OKEECHOBEE COUNTY, FLORIDA, a political subdivision of the State of Florida ( "Assignor" ) , and the OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) . W I T N E S S E T H: WHEREAS, Assignor and Assignee have entered into that certain Master Transfer Agreement dated July 13, 1995, which requires the assignment and assumption of certain agreements; and WHEREAS, Assignor and Assignee desire to effectuate the terms of the Master Transfer Agreement by entering into this Agreement. NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, Assignor and Assignee agree as follows : 1 . Assignor hereby grants, bargains, sells sets over and assigns to Assignee all right, title and interest in and to those agreements, contracts and obligations to vendors, suppliers, contract haulers and others pursuant to those certain contracts, agreements and obligations (collectively, the "Contracts " ) described in Exhibit "A" , attached hereto and made a part hereof. 2 . Assignee covenants and agrees with Assignor to assume and perform all obligations, duties and liabilities of Assignor under the Contracts . IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written. ASSIGNOR: ATTEST: OKEECHOBEE COUNTY, FLORIDA, a political subdivs 'on,of the IState of Florida �•' ` �Lt L1h� fi z i'� Clerk of C -if setts, Jr. , irman, the Circuit Court Boar.. of County C. issioners (OFFICIAL SEAL) APPROVED AS TO FORM AND CORRECTNESS : By: __1/r ./ 1 < �--t County Attorney ASSIGNEE: ATT. OKEE .OBEE UTILITY AUTHORITY / By: 11111, BY: / .„AK K m L•ve, Secretary Coker, Chairman (OFFICIAL SEAL) APPROVED A TO FORM AND CORRECTN. S;/ ' Auto• ity At •rney F:\data\mdm\OKEECHOB.AAA EXHIBIT A COUNTY UTILITY AGREEMENTS 1 . Independent Contractor' s Agreement with Hydrologic Florida, Inc . , for repair and upgrade of the Okee- Tantie Wastewater Plant, dated May 11, 1995 . 2 . Independent Contractor' s Agreement with Hydrologic Florida, Inc . , for care and maintenance of the Okee- Tantie Wastewater Plant, dated May 11, 1995 . f:\data\mdm\w l d\21404d j.cou Prepared by: Michael D. Minton Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Ft. Pierce, Florida 34954-2757 ASSIGNMENT OF AGREEMENT THIS ASSIGNMENT OF AGREENT ( "Assignment" ) hereby entered into effective as of the day of September, 1995, by and between the CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida (the " City" ) , and the OKEECHOBEE UTILITY AUTHORITY (the "Authority" ) . W I T N E S S E T H : WHEREAS, the City entered into certain Agreements with the following: the Florida Department of Health and Rehabilitative Services ( "HRS" ) , dated May 20, 1986; the Eckerd Family Youth Alternatives, Inc . , dated June 23, 1989; Walpole, Inc . , dated January 23, 1995; Williamson Cattle Company, dated July 5, 1989; and Software Management, Inc . , dated March 1, 1990, as amended; and WHEREAS, the City has agreed to transfer all of its assets to the Authority pursuant to the provisions of that certain Master Transfer Agreement by and among the City, Okeechobee County, Florida, Okeechobee Beach Water Association, Inc . , and the Authority, dated July 13, 1995 (the "Master Transfer Agreement" ) ; and WHEREAS, pursuant to the provisions of Section 3 . 1 of the Master Transfer Agreement, the City agreed to assign to the Authority, and the Authority agreed to assume and perform and discharge all duties, liabilities and obligations of the City set forth in various agreements, including the above-described Agreements . NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and the Authority hereby covenant and agree as follows: 1 . Assignment of Agreements . The City hereby assigns to the Authority all of its rights, duties, liabilities and obligations as specifically set forth in the following Agreements : a. Service Agreement with HRS regarding the treatment of wastewater from the Eckerd Youth Development Center, dated May 20, 1986; b. Agreement with Eckerd Family Youth Alternatives, Inc . , dated June 23, 1989; c . Monitoring Plan Agreement with Walpole, Inc . , dated January 23, 1995; d. Agreement for the delivery and use of reclaimed irrigation water by Williamson Cattle Company dated July 5, 1989; and e. Software Support Agreement with Software Management, Inc . , dated March 1, 1990, as amended. 2 . Assumption of Agreements . The Authority hereby agrees to assume, perform and discharge all duties, liabilities and obligations of the City as set forth in the above-described Agreements, and hereby agrees to indemnify and hold Assignor harmless from all obligations, arising from and after the date hereof, under said Agreements . 3 . Effective Date. This Assignment shall be deemed effective upon its execution by the parties . IN WITNESS WHEREOF, the City and the Authority have each caused this Assignment to be executed by their duly elected and authorized officers as of the date and year first above written. ATTEST: CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida By: City Clerk J es E. Kirk, Mayor APPROVED AS TO FORM AND CORRE S: [Official Seal] By: the City Attorney ATTE . OKE .OGEE UTILITY AUTHORITY By: . ,C\ BY: II.``__ _.! . - K .m L•tve, Clerk J= Coker, C airman 2 APPROVED AS TO •RM AND CORRECT ESQ opp [Official Seal) / AutILity A ney STATE OF FLORIDA COUNTY OF O,EEC.#40 The foregoing instrument was acknowledged before me this CPN1 day of September, 1995, by JAMES E. KIRK, as Mayor, and `1P,OkL;41E- -ri+Ork.AS , as City Clerk, of the CITY OF OKEECHOBEE, FLORIDA. They are personally known to me or produced as identification and did not e an oath. OFFICIAL NOTARY SEA! yy , �� DOLORES JARRIN I Notary Publ , State of Florida NOTARY PUBLIC STATE OF FLORIDA! Print Name: -per 2.ES∎ ie'A-1 COMMISSION NO CC426614 MY COMMISSION F.XP DEC.14,19Y~ Commission No. : "" �`` My Commission Expires: STATE OF FLORIDA COUNTY OF pK.l: pa3EC- The foregoing instrument was acknowledged before me this2' day of September, 1995, by JACK COKER, as Chairman, and KIM LOVE, as Clerk, of the OKEECHOBEE UTILITY AUTHORITY. They are personally known to me or produced as identification and did not take an oath. OFFICIAL NOTARY SEAL Notary Public, ate of Florida / DOLORES JARRIN z2/k NOTARY PUBLIC STATE OF FLORIDA Print Name: Oa)2ES J ar COMMISSION NO.CC426614 Commission No. : MY COMMISSION EXP DEC.14,1998 My Commission Expires: F:\data\mdm\OKEECHOB.AS1 3 Prepared by: Michael D. Minton Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Ft. Pierce, Florida 34954-2757 ASSIGNMENT OF AGREEMENT THIS ASSIGNMENT OF AGREE ENT ( "Assignment" ) hereby entered into effective as of the c2'1 day of September, 1995, by and between the CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida (the " City" ) , and the OKEECHOBEE UTILITY AUTHORITY (the "Authority" ) . W I T N E S S E T H : WHEREAS, the City entered into an Agreement with Speegle Construction, Inc . , dated September 7, 1994; and WHEREAS, the City has agreed to transfer all of its assets to the Authority pursuant to the provisions of that certain Master Transfer Agreement by and among the City, Okeechobee County, Florida, Okeechobee Beach Water Association, Inc . , and the Authority, dated July 13, 1995 (the "Master Transfer Agreement" ) ; and WHEREAS, pursuant to the provisions of Section 3 . 1 of the Master Transfer Agreement, the City agreed to assign to the Authority, and the Authority agreed to assume and perform and discharge all duties, liabilities and obligations of the City set forth in various agreements, including the above-described Agreements . NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and the Authority hereby covenant and agree as follows: 1 . Assignment of Agreements . The City hereby assigns to the Authority all of its rights, duties, liabilities and obligations as specifically set forth in the Construction Agreement with Speegle Construction, Inc . , concerning utility line extension dated September 7 , 1994 . 2 . Assumption of Agreements . The Authority hereby agrees to assume, perform and discharge all duties, liabilities and obligations of the City as set forth in the above-described Agreement, and hereby agrees to indemnify and hold Assignor harmless from all obligations, arising from and after the date hereof, under said Agreement. 3 . Effective Date. This Assignment shall be deemed effective upon its execution by the parties . IN WITNESS WHEREOF, the City and the Authority have each caused this Assignment to be executed by their duly elected and authorized officers as of the date and year first above written. ATTEST: CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida QCZ ity Clerk J es E. Kirk, Mayor APPROVED AS TO FORM AND CORRECTN SS: [Official Seal] '� , By: . ._1, the City Attorney ATTE OKEECHOBEE UTILITY AUTHORITY K Lo e, Clerk . ck Coker,— hairman ' —ROVED AS TO • : ' AND •RREC E/:: [Official Seal) Autnority 4srney \. STATE OF FLORIDA COUNTY OF Or.EEC44O$fC— The foregoing instrument was acknowledged before me this °` day of September, 1995, by JAMES E. KIRK, as Mayor, and j�o*1ytE'fi+lOAMflS as City Clerk, of the CITY OF OKEECHOBEE, FLORIDA. They are personally known to me or produced as identification and did not an oath. (72:it O F F I C L N Notary Public $ to of Florida /NorARYooeo ? SF . Print Name: OLOLES JPQ-R-'t,-/ MycoMM1ssIONN,oLOFFLOhln1 Commission No. : Mlssloj\'F, F 1)66149y� My Commission Expires : 2 STATE OF FLORIDA COUNTY OF QK-&-u-C- 06ec- The foregoing instrument was acknowledged before me thisr-,2 day of September, 1995, by JACK COKER, as Chairman, and KIM LOVE, as Clerk, of the OKEECHOBEE UTILITY AUTHORITY. They are personally known to me or produced as identification and did not take an oath. iDgaLLO /10.1tAA-/Y: Notary Public, t) o of Florida Print Name: DLLGZ6� J4JZ /D tiiMT- ur Commission No. : dar�o(�I�o3�� My Commission Expires : Nalavf�,s :�tttnd "IV A?IVI N V DI OFFICIAL NOTARY SEAL DOLORES JARRIN NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO.CC426614 MY COMMISSION EXP DEC.14,1998 3 APPROVAL AND CONSENT TO ASSIGNMENT OF CONSTRUCTION AGREEMENT NOTICE IS HEREBY GIVEN that on the day of September, 1995, SPEEGLE CONSTRUCTION, INC. (the "Company" ) , has granted and does hereby grant its Approval and Consent to the Assignment by the City of Okeechobee, Florida (the "City" ) , to the Okeechobee Utility Authority (the "Authority" ) of the Construction Agreement dated September 7 , 1994, between the Company and the City. The Company agrees to honor and abide by the terms and conditions of said Construction Agreement as if the Authority was an original party thereto. SPEEGLE CONSTRUCTION, INC. yi EST: ilk t tItaM ` - By: Se•ret:ry Its : [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of September, 1995, by as and as of SPEEGLE CONSTRUCTION, INC. , a corporation, on behalf of the corporation. They are personally known to me or produced as identification and did not take an oath. Notary Public, State of Print Name: Commission No. : My Commission Expires : F:\data\mdm\OKEECHOB.AS5 4 Prepared by: Michael D. Minton Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Ft. Pierce, Florida 34954-2757 ASSIGNMENT OF AGREEMENT THIS ASSIGNMENT OF AGREEMENT ( "Assignment" ) hereby entered into effective as of the2 day of September, 1995, by and between the CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida (the " City" ) , and the OKEECHOBEE UTILITY AUTHORITY (the "Authority" ) . W I T N E S S E T H : WHEREAS, the City entered into certain Agreements with Censtate Contractors, Inc . , dated January 28, 1994, and October 24, 1994; and WHEREAS, the City has agreed to transfer all of its assets to the Authority pursuant to the provisions of that certain Master Transfer Agreement by and among the City, Okeechobee County, Florida, Okeechobee Beach Water Association, Inc . , and the Authority, dated July 13, 1995 (the "Master Transfer Agreement" ) ; and WHEREAS, pursuant to the provisions of Section 3 . 1 of the Master Transfer Agreement, the City agreed to assign to the Authority, and the Authority agreed to assume and perform and discharge all duties, liabilities and obligations of the City set forth in various agreements, including the above-described Agreements . NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and the Authority hereby covenant and agree as follows: 1 . Assignment of Agreements . The City hereby assigns to the Authority all of its rights, duties, liabilities and obligations as specifically set forth in the following Agreements: a. Construction Agreement with Censtate Contractors, Inc . , concerning water distribution system improvements dated January 28, 1994; and b. Construction Agreement with Censtate Contractors, Inc . , regarding lift station project dated October 24, 1994 . 2 . Assumption of Agreements . The Authority hereby agrees to assume, perform and discharge all duties, liabilities and obligations of the City as set forth in the above-described Agreements, and hereby agrees to indemnify and hold Assignor harmless from all obligations, arising from and after the date hereof, under said Agreements . 3 . Effective Date. This Assignment shall be deemed effective upon its execution by the parties . IN WITNESS WHEREOF, the City and the Authority have each caused this Assignment to be executed by their duly elected and authorized officers as of the date and year first above written. ATTEST: CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florida .': i C .erk J, "e ty s E. Kirk, Mayor APPROVED AS TO FORM AN CORREC _ ∎ S: [Official Seal] 10‘ By the City Attorney ATTE . OKEECHOBEE UTILITY AUTHORITY ..2.0.4'7_ B gy: im love, Clerk c Coker, Chairman PROVED AS TO FORM AND CORRECT °, [Official Seal) Aut 0 ity At • ney 2 STATE OF FLORIDA COUNTY OF tOK,Fec4106 The foregoing instrument was acknowledged before me this - '' day of September, 1995, by JAMES E. KIRK, as Mayor, and 4 U T+fQM.>4S as City Clerk, of the CITY OF OKEECHOBEE, FLORIDA. They are personally known to me or produced as identification and did nq'take n oath. OFFICIAL NOTARY SEAL. N, CAS C AJ 4 - DOLORES JARRIN Y NOTARY PUBLIC STATE OF FLORIDA Notary Publi tate of Florid COMMISSION NO.CC426614 PrintyName: CLOVES Z- -2.,.,-1 MY COMMISSION EXP DEC.14,1998 Commission N . : My Commission Expires : STATE OF FLORIDA COUNTY OF Ok.E-F CfAta EC-" The foregoing instrument was acknowledged before me this day of September, 1995, by JACK COKER, as Chairman, and KIM LOVE, as Clerk, of the OKEECHOBEE UTILITY AUTHORITY. They are personally known to me or produced as identification and did not take an oath. Votar Public tate of Fl rids Y � Print Name: J OLDIZS �42/Z� IOFFICIAL NOTARY SEAL Commission No. : DOLORES JARRIN NOTARY PUBLIC STATE OF FLORIDA My Commission Expires COMMISSION NO.CC426614 MY COMMISSION EXP DEC.14,1998 3 APPROVAL AND CONSENT TO ASSIGNMENT OF CONSTRUCTION AGREEMENTS NOTICE IS HEREBY GIVEN that on the day of September, 1995, CENSTATE CONTRACTORS, INC. (the "Company" ) , has granted and does hereby grant its Approval and Consent to the Assignment by the City of Okeechobee, Florida (the "City" ) , to the Okeechobee Utility Authority (the "Authority" ) of the Construction Agreements dated January 28, 1994, and October 24, 1994, between the Company and the City. The Company agrees to honor and abide by the terms and conditions of said Construction Agreements as if the Authority was an original party thereto. CENSTATE CONTRACTORS, INC. ATTEST: By: Secretary Its: [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of September, 1995, by as and as of CENSTATE CONTRACTORS, INC. , a corporation, on behalf of the corporation. They are personally known to me or produced as identification and did not take an oath. Notary Public, State of Print Name: Commission No. : My Commission Expires : F:\data\mdm\21404dj.AS4 4 rep by Le )bb_ Es . Dean, Mead & Minton 1903 South 25th Street, Suite 200 be.r. •3i0 r-U-1 5E7 Fort Pierce, Florida 34947 4C / ASSIGNMENT OF LEASE T THE CITY OF OKEECHOBEE (hereinafter referred to as the "Assignor" ) for and in consideration of the sum of TEN DOLLARS ( $10 . 00) and other good and valuable consideration paid by or on behalf of the OKEECHOBEE UTILITY AUTHORITY (hereinafter referred to as the "Assignee" ) , whose post office address is c/o Kim Love, South Florida Water Management District, Post Office Box 2033, Okeechobee, Florida 34973, receipt and sufficiency of which consideration is hereby acknowledged, does hereby sell, assign, transfer and set over unto Assignee, its heirs, legal representatives and assigns, all of Assignor ' s right, title and interest in and to that certain Lease more particularly described in Exhibit "A" , attached hereto and made a part hereof (hereinafter referred to as the "Lease" ) . Assignor makes no warranty or representation to Assignee regarding the assignability of the Lease to Assignee. But Assignor agrees to fully cooperate, at no expense to Assignor, with Assignee in more fully and completely transferring and assigning to Assignee all of Assignor' s right, title and interest in the Lease. Assignee hereby assumes and agrees to perform all of Assignor ' s obligations under the lease, arising on or after the effective date of this Assignment and shall hold Assignor, CITY OF OKEECHOBEE, harmless from any and all claims, actions, suits in law or equity, and demands of every nature arising out of the lease on or after the effective date of this Assignment, or Assignee ' s use and possession of the lands and improvements described in Exhibit "A" , and to indemnify Assignor against same, including all fees and costs associated therewith. IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment effective as of the 1st day of October, 1995 . ASSIGNOR: CITY OF OKEECHOBEE, FLORIDA, a municipality existing under the laws of the State of Florid By: Attest: es E. Kirk, Mayor City Cl-rk (Official Seal) APPROVED AS TO CORR TNESS AND FORM: (1).-DkAjt By: ity Attorney ASSIGNEE: OK " " ' : :EE UTILITY AU HORITY /test. • •S:ck Co er, - hairman Ki Lo e, Secretary 40°' (Official Seal ) APPROVED AS TO CO" •CTNESS AND FORM: By: Aug ority • ttorney Assignment of Lease #3304 ECGK 370 PACE1568 STATE OF FLORIDA COUNTY OF _FEC44-&6 6, j,L The foregoing instrument was acknowledged before me this day of∎i». L1 , 1995, by JAMES E. KIRK, Mayor of the City of Okeechobee�eyy,=Florida. Said person did not take an oath pY and (check one) is personally known to me, ❑ produced a driver ' s license (issued by a state of the United States within the last five (5) years) as identification, or 0 produced other identification, to wit: OFFICIAL NOTARY SEA i DOLORES IARRI;N Print Name: TbOt.Ct,ES .TA?2, Li NOTARY PUBLIC STATE OF FLOR;') Notary Publ i , State of Florida COMMISSION NO CC426614 Commission No. : MYCOMMISSIO E.Xr DFC 1, : ;, My Commission Expires : STATE OF FLORIDA COUNTY OF C. {_('+4 C rE— .The foregoing instrument was acknowledged before me this ` day , 1995, by JACK COKER, Chairman, Okeechobee Utility, Authority. Said person did not take an oath and (check one) 0/is personally known to me, ❑ produced a driver' s license (issued by a state of the United States within the last five (5) years ) as identification, or ❑ produced other identification, to wit: OFFICIAL\OTaR � 4LL L DOLORES IARRI� / NOTARY PUBLIC STATF OF FL��KI�'� Print Name: , ► _�Zih�� coM�+►ss1o� �o «;2t f 1 Notary Publ i- , State of Florida MYCOMy115510` 6XP OFCl3.1 Commission No. : My Commission Expires : CONSIJNT TO ASSIGNMENT OF LEASE_. THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND, hereby consents to the foregoing Assignment of Lease by and between the CITY OF OKEECHOBEE and the OKEECHOBEE UTILITY AUTHORITY, and herel.,y releases the City of Okeechobee from any and all obligations as Lessee under he Lease.• Executed this /j day o '-�r , 1995 . l BOARD OF TRUSTEES OF TH. TERNAL I " • ENT TRUST FUND Attest: =y: S A • ,_ ILA „ • Its: •• _ (_p ItLL(1 Seal) BUREAU OF LAND MANAGEMENT SERVICES DEPARTMENT OF ENVIRONMENTAL PROTECTION DIVISICW OF STATE LANDS MAIL STATION ##130 f;f \data` hk\teateV/14174;assign syoo COMMONWEALTH H-BOULEVARD I r s r TALLAHASSEE, FLORIDA 32399 • 2 Assignment of Lease #3304 -----IBI_ _III • • uou. 260 PSG: 164 • BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE. OF FLORIDA, EccK ,37o Par,E15f9 LEASE AGREEMENT LEASE NO. 3304 WHEREAS , the Board of Trustees of the Internal Improvement Trust Fund holds title to a tract of land in Okeechobee • County consisting of 406 .89 acres and , WHEREAS , the City of Okeechobee has need for a tract of land to be used as the site for a sewerage disposal plant and a wastewater spray irrigation facility. NOW, THEREFORE , this agreement made between the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA as LESSOR, and THE CITY OF OKEECHOBEE , FLORIDA, as LESSEE , WITNESSETH : The parties , for and in consideration of the . •mutual covenants and agreements hereinafter . contained; `horeby covenant and agree as follows: 1 . The LESSOR does hereby lease to the LESSEE the following described premises in the County of Okeechobee , State of Florida, together with the improvements thereon: A parcel of land lying within Sections 26 , 27 , 34 and 35, Township 36 South, Range 35 East, Okeechobee County , Florida, being more par- ticularly described as follows: Commencing . at the Northeast corner of said Section 341 ' bear South 02'03 ' 31" West..along r: ..:. the east line- of Said *Section 34 adist'ancerbf '�ti :.'��''�''`•'' 3485. 82 feet to the Point of Beginning ( northwesterly right-of-way line of . Cemetery Road, old abandoned F.E . L. Railroad right-of-way) , thence bear North 48'24 ' 00" East along said north westerly right-of-way line of Cemetery Road and abandoned F.E . L. Railroad right-of-way line a distance of 3644 . 55 feet to the east line of the west one-half of said Section 35; thence bear North 02°02'02" East along the east line •of the west one-half . of said Section 35, a distance of 1078 .71 feet to the north line• of said Section 35; thence bear • •• • • • -_a�� ".mow 1w..uM- 'm"e"n C BCGK .370 mE15 70 o.R• 260 Psc_ 1.65 -2- Lease No. 3304 North 01 .18 ' 00' East along the east line of the west one-half of said Section 26 , a distance of 1322. 20 feet; thence bear North 63° 27 ' 00" West a distance of 2915. 20 feet to the west quarter corner of said Section 26; thence bear South 01. 19 ' 02" West along the west line of said Section 26 , a distance of 2239 . 76 feet; thence bear South 44.00 ' 40" West a distance of 2379. 11 feet; thence bear South 08.48 ' 09" East a distance of 1314 .91 feet; thence boar South 80.49 ' 23" West a distance of 483 .48 feet; thence boar South 03• 54131" West a distance of 2549 .47 feet to the north westerly right-of-way line of Cemetery Road; thence boar North 48°24 '00" East along said right-of-way line a distance of 2632. 36 feet to the Point of Beginning ; containing 406 . 89 acres , more or less. TO HAVE AND TO HOLD the above described land for a period of Fifty ( 50) years from the date hereof , for the purposes of developing , improving , operating , maintaining and otherwise managing said land for the treatment of sewage , wastewater and spray irrigation disposal. It is understood that a development, improvement and construction of wastewater treatment works, including spray irriga- tion on the site covered by this lease , is partially funded by a Public Law 92-500 , as amended, EPA grant to the lessee in an amount equaling 85% of the total project cost. 2 . The LESSEE shall have the right to enter upon said land for all purposes necessary to the full enjoyment of said LESSEE of the rights herein coveyed to it. 3 . The LESSEE shall , through its agents and employees, cooperate to prevent the unauthorized use of said land or any use thereof not in conformity with this lease. 4 . The LESSEE shall surrender up the premises to the LESSOR, when and if said premises, including lands and improvements shall cease to be used for a wastewater treatment plant and spray irrigation disposal system. Any costs necessary to enforce the provisions of this agreeme shall be payable by the LESSEE upon demand of the LESSOR. ---, --- Cfi `370 p,�r:t 157 BUK Boa 260 PIGS 166 -3- Lease No. 3304 5. LESSEE agrees upon the termination of this agreement, and if requested by the LESSOR, that any and all appurtenances and constructions affixed to the within land shall be removed at the expense of the LESSEE . 6 . The LESSOR or its duly authorized agents shall have the right at any time to inspect the said land and the works and operations thereon of tho LESSEE in any matter pertaining to this agreement. This Authority shall not interfere with the LESSEE' s operation of the EPA-funded wastewater treatment works project or the LESSEE ' s undisturbed use of the property covered by this LEASE . 7 . Any inequities that • 1y subsequently appear in this lease shall be subject to negotiation upon written request of either party, and the parties agree to negotiate in good faith as • to any such inequities. 8 . This Agreement is for public purposes; however, the LESSEE shall not have tho right to enter into further agreements or to sub-lease all or any part of the within land so long as this agreement and/or lease is in effect unless pri r ' approvaliin ° writing is obtained from the Lessor. 9 . The LESSEE during the term of this lease , will purchase and maintain in full force and effect pollution insurance in the amount of one million ($1 ,000 , 000 . 00 ) per occurrence, and three million ($3 ,000 ,000 .00) in the aggregrate for the purpose of pro- tecting both the city and nearby residents against the possibility of well water contamination from the operation of the sewer facil- ity as long as such insurance is commercially and reasonably available. 10. The LESSEE agrees as a condition for the grant of this lease to provide a preferential rate to Florida School for Boys by waiving system capacity charges and connections fees when and if the Florida School for' Boys elects to avail themselves of . the sewage treatment services provided by the plant and agrees to charge volumetric rates no greater than that charged other similar classes of customers. �..,.. .....".oil* "Min f. • Lease No. 3304 BLCK 370 PACE1572 11 . The •LESSEE agrees to install monitoring wells adja- cant to the spray irrigation site for the purpose of early detec- tions of contamination of the ground water or aquifer which may be caused by the effluent of the facility and said wells will be constructed and monitored in accordance with generally accepted engineering practices and current, commonly used technology. 12. The LESSEE hereby covenants and agrees to investigate all claims of every nature at its own expense, and to indemnify, protect, defend, hold and save harmless the State of Florida from any and all claims, actions, law suits and demands of any kind or nature arising out of this agreement or the use of the within land during the period of this agreement. 13. This agreement is executed in duplicate by each party, each copy of which shall for all purposes be considered as original. IN TESTIMONY WHEREOF, and by authority granted February 15 , 1977 , the legally designated agent . of the Board of Trustees of the Internal Improvement Trust Fund has subscribed these presents and has caused the official seal of the Board of Trustees of the Inter- nal Improvement Trust Fund to be hereunto affixed , in the City of Tallahassee , Florida , this 23rd day of December ; �;� ..• A . D. 1983 - - - • BOARD OF TRUSTEE$ OF THE INTERNAL IMPROVEMENT TRUST FUND ( SEAL) A • /Ai Board of Trustees ,F of the Internal BY ia� ATOM Improvement Trust E CUTIVE DIRECTOR Fund �;`. . DEPART 'ENT OF NATURAL RESOURCES LESSOR 276060 9,5 SE? 2 . • CLERK OF CI,;CUt riU T . Accepted this 54 day of a r� , 19 CITY OF OKEECHOBEE Lessee B ,j , . • Name and Title 7 FILED Ibr.• Edward W. Douglas, ayor ( SEAL) OKEECFIOI:,;.F C U�lr'; . t •. ( 60280 1984 FEB 21 A1411: 28 CLIF BETTS. Jr, APPfiOVEO Its TO CLERK OF CIRCtili COUF M FORM &LEGAL Lease Not 3304 Approved: . DEPARTMENT ATTORNEY CERTIFICATE OF INCUMBENCY We, the undersigned officers of the Okeechobee Beach Water Association, Inc . ( "OBWA" ) , are executing this Certificate pursuant to and in connection with that certain Master Transfer Agreement dated July 13 , 1995, by and among OBWA, the City of Okeechobee (the "City" ) , Okeechobee County, Florida (the "County" ) , and the Okeechobee Utility Authority ( "OUA" ) , and the transfer by OBWA of the OBWA Utility System (the "System" ) to OUA on the date hereof . The Board of Directors of OBWA adopted Resolution Nos . 95-1 and 95-2 , on July 11, 1995 (collectively, the "Resolution") , and the general membership of OBWA voted to approve and authorize the Master Transfer Agreement, and authorized OBWA officers to execute the necessary documents to transfer the OBWA Utility System to OUA in accordance with the Master Transfer Agreement . OFFICERS AND BOARD MEMBERS . The names of the Officers and Board members of OBWA and the date of expiration of their respective terms of office are as follows: Board Member Term Begins Term Ends Leland Pearce 9/93 9/96 Tom Barnes 9/95 9/98 Verna Gabriel 9/93 9/96 Frank Marsocci 9/94 9/97 Stephen Porter 9/97 Leland Pearce is the duly elected President . His term of office as President began in September, 1993 , and ends in September, 1996 . Tom Barnes is the duly elected Vice President . His term of office as Vice President began in September, 1995, and ends in September, 1998 . Verna Gabriel is the duly elected Secretary. Her term of office as Secretary began in September, 1993 , and ends in September, 1996 . APPOINTED OFFICERS . Burton Conner, Esquire, is the duly appointed OBWA Attorney and serves at the pleasure of the OBWA Board. OATH, BONDS, UNDERTAKINGS . All of the above persons have duly filed their oaths of office, where required, and such of them as are required by law to file bonds of undertakings have duly filed such bonds of undertakings in the amount and manner required by law. CERTIFICATE OF INCUMBENCY We, the undersigned officers of the Okeechobee Beach Water Association, Inc . ( "OBWA" ) , are executing this Certificate pursuant to and in connection with that certain Master Transfer Agreement dated July 13 , 1995, by and among OBWA, the City of Okeechobee (the "City" ) , Okeechobee County, Florida (the "County") , and the Okeechobee Utility Authority ( "OUA" ) , and the transfer by OBWA of the OBWA Utility System (the "System" ) to OUA on the date hereof . The Board of Directors of OBWA adopted Resolution Nos . 95-1 and 95-2 , on July 11, 1995 (collectively, the "Resolution") , and the general membership of OBWA voted to approve and authorize the Master Transfer Agreement, and authorized OBWA officers to execute the necessary documents to transfer the OBWA Utility System to OUA in accordance with the Master Transfer Agreement . OFFICERS AND BOARD MEMBERS. The names of the Officers and Board members of OBWA and the date of expiration of their respective terms of office are as follows: Board Member Term Begins Term Ends Leland Pearce 9/93 9/96 Tom Barnes 9/95 9/98 Verna Gabriel 9/93 9/96 Frank Marsocci 9/94 9/97 Stephen Porter 9/97 Leland Pearce is the duly elected President . His term of office as President began in September, 1993 , and ends in September, 1996 . Tom Barnes is the duly elected Vice President. His term of office as Vice President began in September, 1995, and ends in September, 1998 . Verna Gabriel is the duly elected Secretary. Her term of ' office as Secretary began in September, 1993 , and ends in September, 1996 . APPOINTED OFFICERS. Burton Conner, Esquire, is the duly appointed OBWA Attorney and serves at the pleasure of the OBWA Board. OATH, BONDS, UNDERTAKINGS. All of the above persons have duly filed their oaths of office, where required, and such of them as are required by law to file bonds of undertakings have duly filed such bonds of undertakings in the amount and manner required by law. SIGNATURES. The President and Secretary duly executed the Master Transfer Agreement on the 11th day of July, 1995 . At the date of the signing of the Master Transfer Agreement by the President and Secretary and on this date, they were and are duly chosen, qualified and acting officers authorized to execute the Master Transfer Agreement and all other documents necessary to transfer the OBWA Utility System to OUA in accordance with the Master Transfer Agreement . SEAL. The seal impressed upon this Certificate is the legally adopted, proper, and only official seal of OBWA, and said seal has been impressed upon the Master Transfer Agreement, which action is hereby ratified. LITIGATION. Except as disclosed in writing to OUA by the OBWA Attorney, there are no actions, suits or proceedings pending or, to the best knowledge of the undersigned, threatened against or affecting OBWA, at law or in equity, or before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which involve the possibility of any judgment, assessment or liability that would affect OBWA' s ability to consummate the transactions contemplated by the Agree- ment or which would impair or hinder OBWA' s ability to carry out the covenants and agreements of OBWA contained therein which are to be carried out or performed by OBWA on or after the date hereof. REPRESENTATIONS REQUIRED BY MASTER TRANSFER AGREEMENT. (a) The Resolution has been duly adopted by OBWA and is in full force and effect . (b) The representations of OBWA contained in the Master Transfer Agreement and the information provided by OBWA to the OUA Consulting Engineers in preparation of the Final Engineer' s Report are true and correct, to the best of undersigned' s knowl- edge, in all material respects as of the date hereof . (c) All actions necessary to authorize the execution, delivery and performance by OBWA of the Master Transfer Agree- ment, and all other documents necessary to transfer the OBWA Utility System to OUA, have been duly and validly taken by OBWA. OBWA has complied with and performed in all material respects the terms, conditions, acts, undertakings, covenants, and obligations required by the Master Transfer Agreement to be performed by OBWA as of the date hereof . 2 WITNESS our hands and the corporate seal this day of September, 1995 . ATTEST: OKEECHOBEE BEACH WATER ASSOCIATION„ INC. , a Florida not-for-profit corporation ...1.1 _ ! ` By Verna Gabriel, Secretary Leland Pearce, President (Official Seal) • / By ie Verna Gabriel, Secretary By Burton Conner, OBWA Attorney Approved as to form and correc By urton Conner, OBWA Attorney STATE OF FLORIDA COUNTY OF O ECCt406E C- The foregoing instrument was acknowledged before me thispQ' day of September, 1995, by LELAND PEARCE, President, OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corpora- tion. Said person did not take an oath and i//is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identifi- cation, or produced othe. identification to wit : -rint Name : Ar cta£S Notary Publi , State of Florida Commission No. : OFFICIAL NOTARY S .A I M y Commission Expires : DOLORES IARRIN NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO CC42661 4 MY COMMISSION FXP DEC 1: : 3 STATE OF FLO DA COUNTY OF tteC#1O E The foregoing instrument was acknowledged before me this c2 day of September, 1995, by VERNA GABRIEL, Secretary, OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-fob'-profit corpora- tion. Said person did not take an oath and ✓ is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identifi- cation, or produced other ' entification, to wit : NOTARY SEAL a `1 1 �� OFFICIAL ARRW Print Name : �' t`5 DOLORES 1 OF FLORIDA �4�Z(i NOTARY PUBLICSTATE CC426614 Notary Public .tate of Florida COMMISSION 14,1998 Commission No. : NiY CO,��S510� EXP DEC. My Commission Expires : STATE OF FL IDA COUNTY OF UiCEEC O E The foregoing instrument was acknowledged before me this day of September, 1995, by BURTON C9NNER, OBWA Attorney. Said person did not take an oath and - is personally known to me, produced a driver' s license (issued by a State of the United States within the last five ye r ) as identification, or produced other identifi ation, to\, wit : . y __)-(.1ak,0 aNLLA" Print Name : sbOLG ES JA-veiA) Notary Public, tate of Florida Commission No. : My Commission Expires : OFFICIAL NOTARY SEAL DOLORES JARRIN NOTARY PUBLIC STATE OF FLORIDA, COMMISSION NO.CC426614 MY COMMISSION EXP DEC 14._'.. OFFICIAL NO A A. DOLORES JARRiN NOTARY PUBLIC STATE OF FLORIDA COMMISSION tiO CC426614 MY COMMISSION , ?' DES __4. `fir F:\data\mdm\OKEEC HOB.CI3 4 OATH, BONDS, UNDERTAKINGS. All of the above persons have duly filed their oaths of office, where required, and such of them as are required by law to file bonds of undertakings have duly filed such bonds of undertakings in the amount and manner required by law. SIGNATURES . The Mayor and Clerk duly executed the Master Transfer Agreement on the 11th day of July, 1995 . At the date of the signing of the Master Transfer Agreement by the Mayor and Clerk and on this date, they were and are duly chosen, qualified and acting officers authorized to execute the Master Transfer Agreement and all other documents necessary to transfer the City Utility System to OUA in accordance with the Master Transfer Agreement . SEAL. The seal impressed upon this Certificate is the legally adopted, proper, and only official seal of the City of Okeechobee, Florida, and said seal has been impressed upon the Master Transfer Agreement, which action is hereby ratified. LITIGATION. Except as disclosed in writing to OUA by the City Attorney, there are no actions, suits or proceedings pending or, to the best knowledge of the undersigned, threatened against or affecting the City, at law or in equity, or before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which involve the possibility of any judgment, assessment or liability that would affect the City' s ability to consummate the transactions con- templated by the Agreement or which would impair or hinder the City' s ability to carry out the covenants and agreements of the City contained therein which are to be carried out or performed by the City on or after the date hereof . REPRESENTATIONS REQUIRED BY MASTER TRANSFER AGREEMENT. (a) The Resolution has been duly adopted by the City and is in full force and effect . (b) The representations of the City contained in the Master Transfer Agreement and the information provided by the City to the OUA Consulting Engineers in preparation of the Final Engineer' s Report are true and correct, to the best of under- signed' s knowledge, in all material respects as of the date hereof . 2 (c) All actions necessary to authorize the execution, delivery and performance by the City of the Master Transfer Agreement, and all other documents necessary to transfer the City Utility System to OUA, have been duly and validly taken by the City. The City has complied with and performed in all material respects the terms, conditions, acts, undertakings, covenants, and obligations required by the Master Transfer Agreement to be performed by the City as of the date hereof . WITNESS our hands and the corporate seal this day of September, 1995 . ATTEST: CITY OF OKEECHOBEE, FLORIDA, a municipality organized pursuant to the 1 s of the State of Florida I/�..� �/�.. _� By ley, 4,71a Bonnie S . Thomas, Clerk Jfes E. Kirk, Mayor (Official Seal) By / -d . B n -/ Tpm;Is, Clerk B y • Dr- %. it.ministrator B , „1. John w ook, Ci y Attorney Approved as to form - d cor n ss : John Cook, City Attorney STATE OF FLORIDA COUNTY OF CLEE7C-4 SEE The foregoing instrument was acknowledged before me this day of September, 1995, by JAMES E. KIRK, Mayor, City of Okeechobee, Florida. Said person did not take an oath and ✓ is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or prodeticed, other identification, to wit : —V CA- Print Name : ! (CS Notary Publi , State of Florida OFFICIAL NOTARY SEAL Commission No. : DOLORES JARRIN NOTARY PUBLIC STATE OF FLORIDA My Commission Expires : COMMISSION NO.CC426614 MY COMMISSION EXP DEC.14,1998 3 STATE OF FLORIDA COUNTY OF �1(,FEU/DEEt "- The foregoing instrument was acknowledged before me this day of September, 1995, by BONNIE S. THOMAS, Clerk. Said person did not take an oath and ,/" is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identificati9n7-1<o wit : .0 1,0 y'; tO- OFFICIAL NOTARY N Print Name : �/ 1�oc oizzS ._TAiZ2r,_/ DOLORES JARRI\" NOTARY PUBLIC STATE OFFLORJDA Notary Public, State of Florida COMMISSION NO.CC426614 I Commission No. : MY COMMISSION EXP DEC 1,1.1998 My Commission Expires : STATE OF FLORIDA COUNTY OF OKEFclizeEF• The foregoing instrument was acknowledged before me this day of September, 1995, by JOHN DRAGO, City Administrator. Said person did not take an oath and Lis personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identification, to wit : ---/ef/t/ 7 ' ///47( OFFICIAL NOTARY SEAL + rII• KI n ROBERT N KLEIN NOTARY PUBLIC STATE OF FLORID Notary Public, State of Florida COMMLSSION NO.CC381853 Commission No. MY COMMISSION EXP.JULY 17,1998 Print Name : g� P My Commission Expires : STATE OF FLORIDA COUNTY OF ��iLffCt4o6C-L-- The foregoing instrument was acknowledged before me this :- if f� day of September, 1995, by JOHN COOK, City Attorney. Said person did not take an oath and ✓ is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5 ears) as identification, or produced other identifica ion, to wit : om✓ ICU-� C Lt I Print Name : (./ [.CZ.E5 ..J-47Ze,K_f OFFICIAL NOTARY SEAL'~--I Notary Public, State of Florida DOLORES'ARRIN L OTARY PUBLIC STATE OF FLORIDA Commission No. COMMISSION NO.CC426614 My Commission Expires : YCOMMISSION EXP DEC. 14,1998 F:\data\mdm1OKEECHORCI1 4 CERTIFICATE OF INCUMBENCY We, the undersigned officers of the City of Okeechobee, Florida (the "City" ) , are executing this Certificate pursuant to and in connection with that certain Master Transfer Agreement dated July 13 , 1995, by and among the City, Okeechobee County, Florida (the "County" ) , the Okeechobee Beach Water Association, Inc . ( "OBWA" ) , and the Okeechobee Utility Authority ("OUA" ) , and the transfer by the City of the City Utility System (the "Sys- tem" ) to OUA on the date hereof . The City adopted Resolution No. 95-7 on July 11, 1995 (the "Resolution" ) , determining that the transfer of the City Utility System to OUA was in the public interest pursuant to the provisions of Section 180 .301, Florida Statutes, and voted to approve and authorize the Master Transfer Agreement, and authorizing the City officers to execute the necessary documents to transfer the City Utility System to OUA in accordance with the Master Transfer Agreement . ELECTED OFFICIALS. The names of the members of the City Council and the date of expiration of their respective terms of office are as follows : Councilman Term Begins Term Ends James E. Kirk 1/93 12/96 Michael G. O' Connor 1/93 12/96 Noel Chandler 1/95 12/98 Robert Oliver 1/95 12/98 Dowling Watford, Jr. 1/95 12/98 James E . Kirk is the duly appointed Mayor. His term of office as Mayor began in January, 1993 , and ends in December, 1997 . Bonnie S . Thomas is the duly elected City Clerk. Her term of office as City Clerk began in January, 1995, and ends in December, 1998 . APPOINTED OFFICERS . John Drago is currently serving as the City Administrator, is appointed by the City Council, and serves at the pleasure of the City Council . John Cook, Esquire, is the duly appointed City Attorney and serves at the pleasure of the City Council . ♦ f RESOLUTION NO. 95-3 A RESOLUTION DETERMINING THAT THE PROPOSED TRANSFER OF THE CITY WATER AND WASTEWATER UTILITIES, COUNTY UTILITY, AND OBWA UTILITY TO THE OKEECHOBEE UTILITY AUTHORITY IS IN THE PUBLIC INTEREST, PURSUANT TO THE PROVISIONS OF SECTION 189 .423 , FLORIDA STATUTES. W I T N E S S E T H: WHEREAS, on November 10, 1994 , the Board of County Commissioners of Okeechobee County, Florida (the "County" ) , and the City of Okeechobee, Florida (the "City") , entered into an Interlocal Agreement creating the Okeechobee Utility Authority ( "Interlocal Agreement" ) , which is recorded at Official Records Book 360, Page 1684 , Public Records of Okeechobee County, Florida; and WHEREAS, the creation of the Okeechobee Utility Authority ( "OUA" ) was intended to provide for a unified system of water and wastewater service for Okeechobee County and the areas currently served by OBWA, and provide for the potential of interconnects with other publicly held systems, so as to ensure the continued provision of a safe and healthy environment for the consumers of the utility system, and to protect the limited water supply capability of the Okeechobee County environment in such a manner as will give priority to encouraging conservation and reduction of adverse environmental effects of excessive or improper withdrawals of water from concentrated areas, as well as the 7/11/95 10:37am proliferation of septic tanks, package plants, and improper wastewater disposal; and • WHEREAS, OUA constitutes a separate legal entity, which has those powers, duties, and responsibilities set forth in the Interlocal Agreement; and WHEREAS, on March 17, 1995, OUA and the City entered into an Operational Agreement ( "City Operational Agreement" ) ; and WHEREAS, on March 16, 1995, OUA and OBWA entered into an Operational Agreement ( "OBWA Operational Agreement" ) , which was thereafter consented to by the County on April 27, 1995 ; and WHEREAS, pursuant to the City Operational Agreement and OBWA Operational Agreement, the City and OBWA have been authorized by OUA to continue the operation of the City Utilities and OBWA Utility, within their respective service areas, until Closing, pursuant to the terms and conditions of the City Operational Agreement and OBWA Operational Agreement, respectively; and WHEREAS, pursuant to Article X of the Interlocal Agreement, the parties thereto recognize and acknowledge that a Master Transfer Agreement is necessary for further implementation of the purposes and intent for OUA, as set forth in the Interlocal Agreement ; and WHEREAS, upon completion of the transfer to OUA at Closing of all of the assets which comprise the City Utilities, County Utility, and OBWA Utility, OUA shall assume all obligations and liabilities of the City, County, and OBWA which relate to the 7/11/95 10:37am 2 City Utilities, County Utility, and OBWA Utility, all as hereinafter provided; and • WHEREAS, the parties to the Interlocal Agreement have previously agreed that the Master Transfer Agreement shall provide that no transfer of assets from the County, City, or OBWA, shall occur prior to Closing, and that the transfer of assets from the County, City and OBWA to OUA shall occur simultaneously at Closing, which shall occur on or before September 30, 1995; and WHEREAS, the Master Transfer Agreement shall be contingent upon the County determining, after properly advertised public hearing, and after consideration of those factors set forth in Section 125 . 3401, Florida Statutes (1993) , that transfer of the OBWA Utility from OBWA, through the County, to OUA would be in the public interest; and WHEREAS, the Master Transfer Agreement shall be contingent upon the City determining, after properly advertised public hearing, and after consideration of those factors set forth in Section 180 . 301, Florida Statutes (1993) , that the transfer of the County Utility to OUA and the City Utilities from the City to OUA would be in the public interest; and WHEREAS, the Master Transfer Agreement shall be contingent upon OUA determining, after properly advertised public hearing, and after consideration of those factors set forth in Section 189 . 423 , Florida Statutes (1993) , that transfer of the City 7/11/95 10:37am 3 Utilities, County Utility, and OBWA Utility to OUA would be in the public interest' and WHEREAS, Section 189 .423 , Florida Statutes, requires OUA to hold a public hearing prior to obtaining any County, City or privately owned utility; and WHEREAS, OUA has held a properly advertised public hearing on July 13 , 1995, heard public comment, and considered a number of factors, including, but not limited to the following: a. The most recent available income and expense statement for the Utility; and b. The most recent available balance sheet for the Utility, listing assets and liabilities and clearly showing the amount of contributions-in-aid-of- construction and the accumulated depreciation thereon; and c . A statement of the existing rate base of the Utility for regulatory purposes; and d. The physical condition of the Utility facilities being purchased or sold; and e . The reasonableness of the purchase or sales price and terms; and f . The impacts of the purchase or sale on Utility customers, both positive and negative; and g. Any additional investment required and the ability and willingness of the purchaser to make that investment whether the purchaser is the County or the entity purchasing the Utility from the County; and h. The alternatives to the purchase or sale and the potential impact on Utility customers if the purchase or sale is not make; and i . The ability of the purchaser to provide and maintain high-quality and cost-effective Utility service, 7/11/95 10:37am 4 whether the purchaser is the /County or the entity purchasing the Utility from the County. NOW, THEREFORE, be it resolved by the Okeechobee Utility Authority Board, as follows : 1 . The proposed transfer by the County of the County Utility to OUA is in the public interest, pursuant to the provisions of Section 189.423 , Florida Statutes . 2 . The Authority Attorney and the Authority Executive Director are hereby directed to present the Master Transfer Agreement to OUA for further action as soon as possible. 3 . This Resolution shall take effect immediately upon its adoption, pursuant to law. DONE AND ADOPTED in special session this 13th day of July, 1995 . ATT OKEECHOBEE UTILITY AUTHORITY Ki Lo e, Secretary =ck Coker, Chairman STATE OF FLORIDA ) COUNTY OF OKEECHOBEE) I , KIMBALL LOVE, certify that this is a true and correct copy of Resolution No. 95-3, adopted by the Okeechobee Utility Authority Board on July 13, 1995. ■ Kimball Love, - erk (SEAL) F:1daulmdmlO/CEECHOB.RS3 7/11/95 10:37am 5 RESOLUTION NO. 95- 23 A RESOLUTION DETERMINING THAT THE PROPOSED TRANSFER OF THE COUNTY UTILITY TO THE OKEECHOBEE UTILITY AUTHORITY IS IN THE PUBLIC INTEREST, PURSUANT TO THE PROVISIONS OF SECTION 125 . 3401, FLORIDA STATUTES. W I T N E S S E T H: WHEREAS, on November 10 , 1994 , the Board of County Commissioners of Okeechobee County, Florida (the "County" ) , and the City of Okeechobee, Florida (the "City" ) , entered into an Interlocal Agreement creating the Okeechobee Utility Authority ( " Interlocal Agreement" ) , which is recorded at Official Records Book 360 , Page 1684 , Public Records of Okeechobee County, Florida; and WHEREAS, the creation of the Okeechobee Utility Authority ( "OUA" ) was intended to provide for a unified system of water and wastewater service for Okeechobee County and the areas currently served by OBWA, and provide for the potential of interconnects with other publicly held systems, so as to ensure the continued provision of a safe and healthy environment for the consumers of the utility system, and to protect the limited water supply capability of the Okeechobee County environment in such a manner as will give priority to encouraging conservation and reduction of adverse environmental effects of excessive or improper withdrawals of water from concentrated areas, as well as the 7/11/95 10 36a proliferation of septic tanks, package plants, and improper wastewater disposal ; and WHEREAS, OUA constitutes a separate legal entity, which has those powers, duties, and responsibilities set forth in the Interlocal Agreement; and WHEREAS, on March 17, 1995, OUA and the City entered into an Operational Agreement ( "City Operational Agreement" ) ; and WHEREAS, on March 16 , 1995, OUA and OBWA entered into an Operational Agreement ( "OBWA Operational Agreement" ) , which was thereafter consented to by the County on April 27, 1995 ; and WHEREAS, pursuant to the City Operational Agreement and OBWA Operational Agreement, the City and OBWA have been authorized by OUA to continue the operation of the City Utilities and OBWA Utility, within their respective service areas, until Closing, pursuant to the terms and conditions of the City Operational Agreement and OBWA Operational Agreement, respectively; and WHEREAS, pursuant to Article X of the Interlocal Agreement, the parties thereto recognize and acknowledge that a Master Transfer Agreement is necessary for further implementation of the purposes and intent for OUA, as set forth in the Interlocal Agreement; and WHEREAS, upon completion of the transfer to OUA at Closing of all of the assets which comprise the City Utilities, County Utility, and OBWA Utility, OUA shall assume all obligations and liabilities of the City, County, and OBWA which relate to the 7/11/95 10:36am 2 City Utilities, County Utility, and OBWA Utility, all as hereinafter provided; and WHEREAS, the parties to the Interlocal Agreement have previously agreed that the Master Transfer Agreement shall provide that no transfer of assets from the County, City, or OBWA, shall occur prior to Closing, and that the transfer of assets from the County, City and OBWA to QUA shall occur simultaneously at Closing, which shall occur on or before September 30 , 1995; and WHEREAS, the Master Transfer Agreement shall be contingent upon the County determining, after properly advertised public hearing, and after consideration of those factors set forth in Section 125 . 3401, Florida Statutes (1993) , that transfer of the OBWA Utility from OBWA, through the County, to OUA would be in the public interest; and WHEREAS, the Master Transfer Agreement shall be contingent upon the City determining, after properly advertised public hearing, and after consideration of those factors set forth in Section 180 . 301, Florida Statutes (1993) , that the transfer of the County Utility to OUA and the City Utilities from the City to OUA would be in the public interest; and WHEREAS, the Master Transfer Agreement shall be contingent upon OUA determining, after properly advertised public hearing, and after consideration of those factors set forth in Section 189 . 423 , Florida Statutes (1993) , that transfer of the City 7/11/95 10:36am 3 Utilities, County Utility, and OBWA Utility to OUA would be in the public interest' and WHEREAS, Section 125 . 3401, Florida Statutes, requires the County to hold a public hearing prior to selling or transferring any County owned utility; and WHEREAS, the County has held a properly advertised public hearing on July 13 , 1995, heard public comment, and considered a number of factors, including, but not limited to the following: a . The most recent available income and expense statement for the Utility; and b. The most recent available balance sheet for the Utility, listing assets and liabilities and clearly showing the amount of contributions-in-aid-of- construction and the accumulated depreciation thereon; and c . A statement of the existing rate base of the Utility for regulatory purposes ; and d. The physical condition of the Utility facilities being purchased or sold; and e . The reasonableness of the purchase or sales price and terms; and f . The impacts of the purchase or sale on Utility customers, both positive and negative; and g. Any additional investment required and the ability and willingness of the purchaser to make that investment whether the purchaser is the County or the entity purchasing the Utility from the County; and h. The alternatives to the purchase or sale and the potential impact on Utility customers if the purchase or sale is not make; and i . The ability of the purchaser to provide and maintain high-quality and cost-effective Utility service, 7/11/95 10:36am 4 whether the purchaser is the County or the entity purchasing the Utility from the County. NOW, THEREFORE, be it resolved by the Board of County Commissioners of Okeechobee County, Florida, as follows : 1 . The proposed transfer by the County of the County Utility to OUA is in the public interest, pursuant to the provisions of Section 125 . 3401, Florida Statutes . 2 . The County Attorney and the County Administrator are hereby directed to present the Master Transfer Agreement to the Board of County Commissioners for further action as soon as possible. 3 . This Resolution shall take effect immediately upon its adoption, pursuant to law. DONE AND ADOPTED in special session this 13th day of July, 1995 . ATTEST : BOARD OF COUNTY COMMISSIONERS OF / OKEECHOBEE COUNTY, FLORIDA A.C( Lnv -f 1.Zni By a - . • ./ Clerk Clif : .-tts, ' Jr. , Ch: irman STATE OF FLORIDA OKEECHOBEE COUNTY T'a1S IS TO CERTIFY THAT THIS IS A TRU; AND CORRECT COPY OF THE RECORDS ON FILE IN THIS OI=FIC-. ..H • •i R•' TSON. CLERK =V ♦ __. ���.� D.C. DAT.. -E. F:\data\mdm\OKEECHOB.RES 7/11/95 10:36am 5 CONSENT OF THE DIRECTORS OF KINGS BAY WATER COMPANY The undersigned being all of the Directors of KINGS BAY WATER COMPANY ("KBWC"), do hereby waive the requirement of a meeting and consent to recommending to the Members of KBWC that all of the assets owned by KBWC, including all real, personal, tangible and intangible assets, being transferred to OKEECHOBEE UTILITY AUTHORITY ("OUA"). The consideration for the transfer of assest shall be the cancellation of all debt owed by KBWC to OKEECHOBEE BEACH WATER ASSOCIATION, INC. ("OBWA"), and the assumption of all of KBWC's liabilities as of the date of the transfer by OBWA. The undersigned further consent to recommending to the Membership that Articles of Dissolution of KBWC be filed with the Florida Department of State after all assets have been transferred by KBWC to OU/A. To' Barnes, Director Frank Marsocci, Director r 1 . _i Date: '04(I'S- Vena Gabriel, Director CONSENT OF THE MEMBERS OF KINGS BAY WATER COMPANY The undersigned being all of the Members of KINGS BAY WATER COMPANY ("KBWC"), do hereby waive the requirement of a meeting and consent to all of the assets owned by KBWC, including all real, personal, tangible and intangible assets, being transferred to OKEECHOBEE UTILITY AUTHORITY ("OUA"). The consideration for the transfer of assets is the cancellation of all debt owed by KBWC to OKEECHOBEE BEACH WATER ASSOCIATION, INC. ("OBWA"), and the assumption of all of KBWC's liabilities as of the date of the transfer by OBWA. The undersigned further consent to the filing of Articles of Dissolution of KBWC with the Florida Department of State after all assets have been transferred by KBWC to OUA. �l To Barnes, Member r Frank Marsocci, Member ,P Date: 47// ?S- ena Gabriel, Member CERTIFICATE OF ACCURATE COPY STATE OF FLORIDA COUNTY OF OKEECHOBEE I hereby certify that the attached photocopy (which bears the corporate seal on each page) is a true and accurate copy of Consent of the Directors of Kings Bay Water Company (recommending the transfer of all of the corporations assets in exchange for the cancellation of debt) and Consent of the Members of Kings Bay Water Company (approving the transfer of all of the corporations assets in exchange for the cancellation of debt), the original of which is maintained in the corporation's books and records. I further certify that the consents of the directors and the members are unanimous. I further certify that I am the duly elected Secretary for the corporation, and Tom Barnes is the duly elected President of the corporation. 41 i� i Aid VERNA GABRIEL, Secretary The foregoing instrument was acknowledged before me on September .7-7 , 1995, by VERNA GABRIEL, Secretary of KINGS BAY WATER COMPANY, on behalf of the corporation. Each officer signing the instrument is personally known to me or produced a photo driver's license as identification and did/did not (strike one) take an oath. COMMISSION EXPIRATION AND SEAL: • ::yg., B.CONNEER 4-FSit:= MY COMMISSION S CC 282003 EXPIRES:February Pubic nderw OTARY PUBLIC, STATE OF FLORIDA "�°�,`°r• Bonded THIN Notary Pubic lkldunvAl9fE Resolution 95-1 RESOLUTION OF BOARD OF DIRECTORS OF OKEECHOBEE BEACH WATER ASSOCIATION, INC. After a unanimous vote of all of the Directors of OKEECHOBEE BEACH WATER ASSOCIATION, INC. ("the Corporation") at a special meeting of the Board of Directors held on June 27, 1995, it has been RESOLVED by the Board of Directors to recommend to the membership of the Corporation ("the Membership") that the Membership approve the Corporation entering into that certain Master Transfer Agreement by and among Okeechobee Utility Authority, Okeechobee County, Okeechobee City, and Okeechobee Beach Water Association, Inc. ("the Master Transfer Agreement"), a draft of which is attached to this Resolution as Exhibit A, for the purpose of transferring all assets of the Corporation to the OKEECHOBEE UTILITY AUTHORITY ("the Authority") so that the Authority may operate a regional utility authority to supply the Membership with quality potable water service. RESOLVED FURTHER by the Board of Directors to recommend to the Membership that the Membership authorize the Board of Directors to negotiate and approve any amendments to the Master Transfer Agreement which the Board may deem advisable to facilitate the formation of a regional utility authority to supply potable water now, and wastewater services in the future, to the Membership. RESOLVED FURTHER by the Board of Directors to recommend to the Membership that the Membership authorize the Board of Directors to amend the franchise agreement between the Corporation and Okeechobee County in any manner the Board deems advisable to facilitate the formation of a regional utility authority to supply potable water now, and wastewater services in the future, to the Membership. Leland Pearce, President Date: j479S Atte t: / - r_1l ,t -ri -4,L, t_! Verna Gabriel, Secretary (SEAL) CERTIFICATE OF ACCURATE COPY STATE OF FLORIDA COUNTY OF OKEECHOBEE I hereby certify that the attached photocopy (which bears the corporate seal on each page) is a true and accurate copy of Resolution 95-1 adopted by the Board of Directors of Okeechobee Beach Water Association, Inc., at a meeting conducted on June 27, 1995, the original of which is maintained in the corporation's books and records. I further certify that a quorum of the Board of Directors was present at the meeting, and the resolution was adopted by a unanimous vote of the Directors present. I further certify that I am the duly elected Secretary for the corporation, and Leland Pearce is the duly elected President of the corporation. / // — I 1 _ ./i ..r _'∎ VERNA GABRIEL, Secretary The foregoing instrument was acknowledged before me on September-7 , 1995, by VERNA GABRIEL, Secretary of OKEECHOBEE BEACH WATER ASSOCIATION, INC., on behalf of the corporation. Each officer signing the instrument is personally known to me or produced a photo driver's license as identification and did/did not (strike one) take an oath. COMMISSION EXPIRATION AND SEAL: : • ::/s4'^ B.CONNER B. MY COMMISSION/CC 262003 :'' Exp,R; c Fsbnsary 26,1997 th TARY PUBLIC, STATE OF FLORIDA Bonded rnnut,NcOry public �eerw,he+s �IECIEI- 1405 CITY OF OKEECHOBEE rv!ii I SPECIAL MEETING OF THE CITY COUNCIL SEP 1 8 1995 SUMMARY OF COUNCIL ACTION 1 PAGE 1 8 tyzi5vo-reAnt 1 _..... :...............:........ ........-........-..:...:.. . :.;..:>:..:::::rs:o-:isr'':E`>E"%ii»`rr:rf>:::;r:;;.w>>:?:ice<>5::.>?'?: [<':;lSt: ':NQ:. ?:' ...::..t; ... ..............................:..AL .:....... ... ... .... A.........:..... ...................... ..... .......... ...... ... ..... .. .... ...Ct3UNC1<1..... C310IV ©ISCLfSSl.O ?�... A. Call Special Meeting to order on July 11, 1995 at 6:00 p.m. Mayor Kirk called the Special Meeting to order on July 11, 1995 at 6:00 p.m. [ B. Mayor and Council Attendance: Clerk Thomas called the roll: Mayor James E. Kirk Present X [ Councilmember Noel A. Chandler Present X Councilmember Michael G. O'Connor Present X Councilm ember Robert Oliver Present X ICouncilmember Dowling R. Watford, Jr. Present X Staff Attendance: I City Attorney John R. Cook Present (entered chambers at 6:04 p.m.) X City Administrator John J. Drago Present X City Clerk Bonnie S. Thomas Present X IDeputy Clerk S. Lane Gamiotea Present X I Mayor Kirk requested a moment of silence for City Employee Police Detective Gene O'Neil who underwent major surgery today. IC. OPEN PUBLIC HEARING Mayor Kirk opened the PUBLIC HEARING at 6:03 p.m. I 1. a. Motion to adopt Resolution 95-7, determining that transfer Councilmember O'Connor moved to adopt Resolution No. 95-7, determining that of the City water and wastewater utilities to the Okeechobee transferring the City's water and wastewater utilities to the Okeechobee Utilities Utility Authority is in the public interest, pursuant to the Authority (OUA) is in the public interest, pursuant to the provisions of Section 180.301 I provisions of Section 180.301, Florida Statutes - City Florida Statutes; seconded by Councilmember Oliver. Attorney (Exhibit 1). c. Public Comment. Mayor Kirk asked for public comments first to give the City Attorney time to get to the meeting. There were no comments from the public. I (D°0 JULY 11, 1995 SPECIAL MEETING - PAGE 2 OF 8 I?,... ......:..:..:.,:.:..::::...:....:.....:.:....._................ COUNCIL.:.ACT1ON O S U C. PUBLIC HEARING 1. b. Discussion Councilmember Watford began the discussion stating that this is probably the most important decision the City has ever made and that he finds it sad that there was no one from the public here to comment on such an important issue. He then stated his personal comments on this issue was: (1) The haste/hurry that we have gotten into all of sudden to get this thing finalized. (2) The rate issue, explaining that he took his bill and used the formula and the rates will go up. (3) Economies of Scale, he understands as things get bigger, they cost more, but he did not think that there is going to be a large amount of customers that hook up just because there is a utility authority now. (4) Politics taken out of the water and sewer issues, not so, the politics will continue and used the example of the latest issue with the Planning and Zoning Board. (5) The amount of South Florida Water Management District's (SFWMD) involvement. (6) The City will lose a very valuable source of income. (7) The lack of compromise on the OUA Board and their staff has said that the County and Okeechobee Beach Water Association (OBWA) feels the same way. (8) Uncomfortable with other disputes we have recently come into with the County. (9) The effect on the City's budget. (10) Franchise fee issue. He continued that he had been wrestling with all this and he did not feel comfortable with all this right now and he did not know if it is within the best interest of the City. Mayor Kirk thanked Councilmember Watford for his comments and responded to some of them. (1) the rates are going to be higher, and he did not think the City could keep them down either. (2) Politics in the system, that is a way of life. (3) Debt service fee higher, no different than the rates. (4) SFWMD, do not have a comment for that one. (5) Lose a valuable asset, that is correct. (6) OUA Board will take a 4/5 vote on all issues so that should give us some peace of mind. (7) It will affect the City's budget. He continued further that he did not know if we proceed with keeping the system that we could do much better with it. The City and County are going to have to get along better and get over some issues. He wished he could tell everyone that this is in the best interest for everyone one hundred percent. We will never have something that is perfect, everyone will just have to vote what they feel. I 1 (Dv JULY 11, 1995 - SPECIAL MEETING - PAGE 3 OF 8 vg,7 .... .............. ... .n. .. .......... .... ............................ ... .... ... .,.3 � � w�� ^,( l p w� . ..L': C. PUBLIC HEARING 1. b. Discussion continued. Councilmember Oliver commented that he felt the City and the community had worked on this issue long enough and that although what we have is not perfect, it is good enough. Mayor Kirk asked Engineer Gerald Hartman of Hartman and Associates concerning his letter dated June 30, 1995 on the accounts, 517 and 536 when we "true up° what is left over the City gets to keep? Engineer Hartman responded correct. Discussion continued between the Council and Attorney Minton and Engineer Hartman concerning capital projects,vehicles transferred by OBWA, use of City right of ways and easements, annexation agreements, buy down rates, grant monies available from SFWMD and the proposed wastewater expansion project for Treasure Island. Attorney Cook advised that he would like to briefly review the document that has been [ prepared. The documents you have, in the very front, page 1-1 has some background information. Page 1-4, the relevant statutes 180.301, prior to the time before you vote on the resolution each of the nine areas under that statute should have been addressed that are on page 1-4. The package you have in front of you is laid out very nicely and each one of those subparagraphs of the statute are addressed. He briefly went over each one commencing on page 2-1, the statute requires the most recent available income and expense statement for the utility be addressed and following that page you have the Hartman documents that do in fact set forth the most recent available income and expense statements. Page 3-1, the second requirement of the statute is to set forth the most recent available [ balance sheet for the utility, listing assets and liabilities and clearly showing the amount [ of contribution-in-aid-of-construction and the accumulated depreciation thereon. Again the various Hartman documents substantiate and set forth those figures that do appear to comply with the statute. I t (PUS JULY 11, 1995 - SPECIAL MEETING - PAGE 4 OF 8 , - wu> ::err S ,f� ..... •far . .. A..f..r. r. ....r... .:3v rn.......s' ... .. ..r....... ...... .... f.......4k..:... ti:-M.v::Y:.:r:y;f::4.v•.. ........ ......n. ... .. ..:. ux... �..........,.........3...f....,r......r. ... ............ ....:....:.... .........r........:..........._. ...CG.tJNCIL: � .tt3AI �'11SC�.ISSIQ�t<.:.:..<....:.::::.�:..::.n..::>::::...�:::...�:....: .,..•C. PUBLIC HEARING 1. b. Discussion continued. Page 4-1, the third requirement of the statue is a statement of the existing rate base of the utility for regulatory purposes. This section states that since the City is exempt from rate regulations it does not have an established rate base approved by an appropriate regulatory entity. Page 5-1, the fourth requirement is to address the physical condition of the utility facilities being purchased or sold. And there based on Reese, Macon and Associates's (RMA) documents, and there are exhibits attached to this document that do code and cooperate these facts and figures, this refers to the RMA exhibit that sets forth the size of the mains, the age of the plants, it has an opinion based on current information as to the condition of the various facilities in the system and the age of it. Page 6-1, the fifth requirement of the statute is the reasonableness of the purchase or sales price and terms. We could discuss this all night, but in that section it sets forth the • various consideration that all parities considered. Of course here we are looking to what is in the best interest of the City but they list all the various considerations and the pro's and con's as to why the figures we relied upon are reasonable. Page 7-1, the sixth requirement of the statute is to consider the impacts of the purchase or sale on utility customers, both positive and negative. I believe that has been discussed fully by this Council. The various pro's and con's as to that is set forth in Chapter 7. Page 8-1, subparagraph of the statute, any additional investment required and the ability and willingness of the purchaser to make that investment, whether the purchaser is the municipality or the entity purchasing the utility from the municipality, that would be the authority of course. This section would address the current status of the system, any required improvements, the proposals for future capital improvements by the authority, potential sources of income, etc. and that section would need to demonstrate that the authority is in the position to make the additional investments and the capital 1 improvements. l - (D04 w.... .. . JULY 11, 1995 SPECIAL MEETING PAGE OF I s ;F« "Aga-..i.. l .. r ,.. r..... r .. ..r :� { r.. f.. .......... f .. ....... ,. ...✓ n ... �:..�:::r::.{?: .., _. .:..}:; r. r: . :. ..........r /�.1. f,G°....: ... .. r rt....•... <. : r r....r,.....:.... f ...:....... .C""'. .:it' su•• �$' .:�. � ....:,.r . ............r r...��3r ,. r...r ... Y. r,... r,.,,... ....Y.....,lr .,......,.:..:•,.': ..::.::. C,. ..•, ....r... }. •< f:. .....:. r ..a ,. �::nr.:.rr::�ri•::vn•.3•H,.:�:::::::....... ..:::...r::.. .. ._..,.r .-0......f..... .,,r .. �f,:4.:.;.:. .n,....Y. f r............... : St 3... .... r,.....n..,.•. :., tw. .. ., ...,6`•. r. .. ..£ }. r.;;r•:: .n. �}: :.�� %tiVS ....A�IQ� ,�(;�p- v ......v}. f. ..... ,l .. ,y �S.3r:. rT;..r Z r. 1. : :ry�:�'u:�.Jr}•i.i.. .i/,�-.{/���.���►�s{/j��[[�(��'''�Yi{y��(��jt]�� �l^-s ''\?��'n %•N'}r v`i}:is• {i)"�� :M.. 1}:i�.. •:i+Yf�.v .Lf'r� .r. ... .....:..•it..n3rf n......n,......... .. 2' nx ri 3.. .... vL� ..0 ..yy... MIF'T.IFIMY �:1�'1►'1!• ., '�.j �... ...........::......... ..........M..vr.,... S.�{�.. ..... .... .. .r .� �eS:.r. ./:fv: ..rf.Y.•..:f .1.... ..S.u.........: .},..: :/ ,}? }A::r.+�.v.r :�� .....Y.. ....t.... .. ....-0a.J^'.S.Y..aT...�...» .. .>� nr.,n .. ....... .. ........ .,.3 { ......3...................:2...9`"� .ta�'..���`.'`.�.........., '�g,' ... .r4�...:... .......r. ..............r.........r.. ....:...,r ..........rr............. .....::�.�:r �,q ...w.l':.. '••%:r.: .{'. �'i'rrr�. :: :f�?:�{ �°°�'? ak'1.�...r. £.>A.......r.rk.' 'a.. .......... .:...".�........rll�.........?.1..............r...•:,�.,........... .�. ..,,rsr}r.. ...ssvn...:.{.:� C. PUBLIC HEARING I 1. b. Discussion continued. Page 9-1, the eighth requirement of the statute to consider the alternatives to the purchase of sale and the potential impact on utility customers if the purchase or sale is not made. This also lists the consideration pro and con in regards to that consideration. I think this Council has fully discussed the alternatives available to the City and they are honestly not good. We have discussed this before, if we do not enter into the utility we are going to revert back to the lawsuit with OBWA, we are going to fight over customer base territory, we are going to as a City face the possibility of running the utility and making capital improvements without benefit of the OBWA customers. Page 10-1, the ninth requirement of the statute, the ability of the purchaser to provide l! and maintain high quality and cost effective utility service, whether the purchaser is the municipality or the entity purchasing the utility from the municipality. Again this will refer to the authority, this is a fairly subjective area because the authority has not operated and we are not exactly sure what is going to happen, however, as this section points out the same staff and management and facilities will be used and the capital improvements have been thought out and programmed into the master transfer agreement and based upon that they believe the authority will have the ability to provide the same quality of service to the customers. The statute requires that those factors be considered, I believe that not necessarily at this meeting but also prior ones, all of these issues have been discussed and the procedure at this point would be to adopt the Resolution if the Council believes that i transfer of the utilities is in the public interest, once that is accomplished we would then i proceed onto considering the master transfer agreement. I (Dt 0 I JULY 11, 1995 - SPECIAL MEETING - PAGE 6 OF 8 1VOTE et .. .: tr . . . .. ...:.,t r... ...... ...... ........ . . . . ............ .. �:.,. .., . CIL TIt C. PUBLIC HEARING ( 1 1. d. Vote on Motion. Mayor Kirk asked if there was any additional discussion. There was none, he then )) called for a vote to adopt Resolution No. 95-7 : KIRK X CHANDLER X O'CONNOR X OLIVER X WATFORD X MOTION CARRIED. Resolution No. 95-7 title reads as follows: "A RESOLUTION OF THE CITY OF OKEECHOBEE DETERMINING THAT THE PROPOSED TRANSFER OF THE CITY WATER AND WASTEWATER UTILITIES TO THE OKEECHOBEE UTILITY AUTHORITY IS IN THE PUBLIC INTEREST,PURSUANT TO THE PROVISIONS OF SECTION 180.301, FLORIDA STATUTES PROVIDING FOR AN EFFECTIVE DATE." PUBLIC HEARING at 6:56 p.m. CLOSE PUBLIC HEARING Mayor Kirk closed the U p RECESS Mayor meeting Ma Kirk recessed the meetin at 6:58 to allow the Code Enforcement Board to have their regular scheduled meeting at 7:00 p.m. and reconvened the meeting at 7:40 p.m. D. NEW BUSINESS v Master Transfer Agreement among the Councilmember O'Connor moved to approve the Master Transfer Agreement among the 1. Motion to approve ast g g PP City of Okeechobee, Okeechobee County, Okeechobee City of Okeechobee, Okeechobee County, Okeechobee Beach Waster Association, Inc., Beach Waster Association, Inc., and the Okeechobee Utility and the Okeechobee Utility Authority; seconded by Councilmember Oliver. Authority - City Attorney. I I (.9 1 1 JULY 11, 1995 - SPECIAL MEETING - PAGE 7 OF 8 FOSSAMS.A I M. spowAmpiziAma: :::::: .AGENittivogo:::::::m::::::=0:::::*:::::::::: :::::::::::;:miviiiii:iik:::::::::.I::p:::::::w::::::::::::::::::::::: ::::,:.::::::w:::: .:;:::::::::::::::.::::::::::,;::: eikitip,jirotAii+?kiruuiritdr+fie-ciiikA*. SMMWIW:a.-*:,,,.1M. iiig: E.i...::.......„.,,,..:.:MAWI,00:::SOMMEN45.NONMi :::::::V:::::::::::;00.::::::ROM::::W:::NSW:`. 0,1.4RAP. /11:M!. : *31,e,tntnaiganNa.*Ni ■ .......... ... .... , ............, i D. NEW BUSINESS 1. Approve Master Transfer Agreement continued. Discussion was held between the Council and QUA Staff concerning dissolution, Council I revised the Master Transfer Agreement for the dissolution to be ten years, according to Attorney Cook this was a cross reference that was not picked up by the OUA Staff. , , , Other issues discussed were the survey's for the Water Treatment Plants, obtaining a I perpetual easement for the old wastewater treatment plant, and that the Council wanted documents in plenty of time to review them at the end of September. IVote on motion to approve the Master Transfer Agreement is as follows: KIRK X CHANDLER X 1 O'CONNOR X OLIVER X . WATFORD X IMOTION CARRIED. I2. Motion to approve Inter local Agreement between Council discussed a memorandum from Administrator Drago concerning the Interlocal the City of Okeechobee and Okeechobee Utility Agreement between the City and QUA for use of facilities and gasoline purchase. Authority concerning the provision of services I by the City and the use of City facilities by the Okeechobee Utility Authority effective Councilmember Oliver moved to approve the Interlocal Agreement between the City of Okeechobee and the Okeechobee Utility Authority concerning the provision of services October 1 , 1995 - City Attorney, by the City and the use of City facilities by the Okeechobee Utility Authority effective I October 1, 1995 with the chanaes as stipulated in the memorandum from Administrator Drago to Council dated July 10, 1995; seconded by Councilmember Watford. • I KIRK X CHANDLER X O'CONNOR X I - OLIVER WATFORD X X MOTION CARRIED. I • I (D I JULY 11, 1995 - SPECIAL MEETING - PAGE 8 OF 8 ry' 'VOTE < <"?: ...).ti{{{:...; ))i::j;)? •.:;;.:i::?):9if:'::! i ':.: : :..:::::.:.):::::..:::.,:ii:%:.v::::::.:..:..:..i'�::�:.:�.:h.':v):::::: A �1 0 ">::,,A T I ... . . ......... ....... . C N tL:. G Q been ION SC�SSi ADJOURNMENT - Mayor Kirk There being no further items on the agenda, Mayor Kirk adjourned the meeting at 8:15 p.m. PLEASE TAKE NOTICE AND BE ADVISED that if a person decides to appeal any decision made by the City Council with respect to any matter considered at this meeting, he/she may need to insure that a verbatim record of the proceeding is made, which record includes the testimony and evidence upon which the appeal is be based. A tape recording of this meeting is on file in the City Clerk's Office. 1 - , / .''f - J. -s E. Kirk Mayor CLERK'S('i:•I;TiI 1::!TE ATTEST: ,5 Or:OP FI(VIDA 1 I iY); '., :'(!rJC.A.rzEf'i17nEE )ss (.11) f1t'0..'..,::7!:.;. .-_ 1, bf'' 'd•' ?rt.•..',!°.1:1..,!:'1''C1;i:T1;'7Ti1,1Tlamtltr.riNfy s / / qu.-:j:.,!CI,...rk r f'l,e City of')!- ccttohce.I-l('r:hr:Mat t:5c nimn?.reml fir.,••r;a: � i/!. �����/' Is a to u°f�r:t:c r•,-r,•ct e �1n•n/a rlr;Cum:'nf'the nr:r;L'c.of it,.'tIr-le 1s rift f:c id t'a. (i1'i%ct.'of rh,:C:ti.Ci..:::of t;ot.c e'uy of e?.:eechabee,E7oriJa. Bonnie S. Thomas, CMC It/1✓1eNLS.4iVItt:;(L':)1.•1'+per..1,crearau s•trr /tart•:,.'NI jffi. d I City Clerk oJj:cial rc'.rl of.aid ci, t:tir/'fat, y of y'Ls '� D. I) 7&_ BONNIE.ti. 7110 A!,,I S (,'IT7"CLERK • I� l 1 1 Q�'0 �d : LJY 1 ,fDoi2 6 �T7O ncE1.5Ob 4fte7e27*.ri eJ 2-, 122;k° 3 51 GRANT OF EASEMENT BC K �'�E3 �„GE 3�0 STATE OF FLORIDA COUNTY OF OKEECHOBEE THIS INDENTURE, made and entered into this PA day of October , 1994 , by and between day h) ° WAYNE LEGGETT & PEGGY IRENE LEGGETT , his wife , c a GRANTOR, and v e '... The CITY OF OKEECHOBEE FLORIDA, a municipal corporation existing - under the laws of Florida , GRANTEE;CI to 'V! WHEREAS Grantor is seized in fee simple of a parcel of land .\, i. over which it is necessary for Grantee to install certain „ underground utility services , or for other access or right of way C.) 4Y necessary for use by the City , its agents , invitees or assigns; and WHEREAS Grantor has indicated consent to the installation of such service; and WHEREAS Grantor has agreed in consideration of the sum of Ten Dollars ( $10 . 00) and other valuable considerations , the sufficiency of which is herein acknowledged, to grant an easement to Grantee, binding upon all other persons claiming by, through or under Grantor , their predecessors or successors in title, or their heirs , u • assigns or legal representatives by virtue of any deeds of a)• n conveyances describing lands described below, for the purposes and bin the manner expressed below; ai •ra o NOW, THIS INDENTURE WITNESSETH : a W °u That , in pursuance of this agreement and in consideration of b n the sum of Ten dollars ($10 . 00 ) , and other valuable consideration, aoe, ) receipt of which is hereby acknowledged, Grantor grants unto Grantee, its assigns , successors or subsequent entities , and to all a CO other likely situated as above described, an exclusive easement as )"-) follows : CO U G •rl aFull and free right and liberty for Grantee and its tenants , a servants , agents , employees , visitors , licensees , in common with •� y, all persons having the like right , at all times hereafter, for all a purposes connected with the use and enjoyment of the land of the CU °a Grantor and those likely situated for whatever purpose the land a, from time to time lawfully may be used and enjoyed, for ingress and a) a, O 4 egress to the lands described in said easement ; to install and °"' maintain utility service across , under or through the described easement , including within the right granted to create or maintain H a utility corridor , for the construction, placement or other installation of utility service of any and every nature as needed by the City , or its successors in interest , for any utility service to the Public; said easement described more particularly as follows : ( legal description) The East seven feet (7 ' ) of Lot 8 , Block A, EVANS ADDITION , at Plat Book 2 , Page 31 , Public Records , Okeechobee County , Florida . TO HAVE AND TO HOLD the easement or right of way hereby granted unto Grantee, its assigns or successors in interest and those Hilly situated as described above, as appurtenant to and running with the land of the Grantor and those likely situated and every part of it . It is further understood that Grantor, or successors may traverse said easement for ingress or egress , or other lawful use if necessary , and subject to the City' s right to always maintain the utility service, and the City reserves the right to reasonably limit such use if in the best interests of the City. In the event OR Bea 360 Pnc€1381 Page Easement Oi ' ,• of Okeechobee BGGK 370 PncE15O6 r',t_"?^tor, jp: ` lI n`_ permits the installation of any improvement , e ` :nee , roadway cr other el_�struction on, ever , or stractur , attached f ' h_ e „'nt , ft:_1t would in .r,e with the Grantee ' s use or mai:_'_ nance of the easement , then in the sole discretion of Grantee , . n demand, Grantor shall at its sole expense and obligation _:ause the removal of such obstruction . IN WIT:7 SS WHEREOF, Grantor has set his hand and seal on the day and ye above written . its tness V,ran} - ' f Witness Grate'" /1215e.#4,— STATE OF FLORI DA COUNTY OF CKEECHOEEE BEFORE ME, the undersigned authority, appeared l,t)4 - Ft t4 (L'C 'b1 who is personally known to me , or who produced tha following identification: 1..2 •$$0 •55-089'd and who b- - ~ first duly sworn according to law, states that she execut going for the purposes therei n stated . (�TAgy NOTAR_ PURL C 1p* 4P aolk, �+ My Commission E xpires 4ttdr IN I ..:L s WHEREOF, Grantee has set i Id and seal on the day and year above written . - CITY OF. 3 EECH.BEE Jo- ATTEST : :!,1�, , //%�'l��� CITY CL %P.K� FILE;' OKEEC) ;-. . 266748 94NO'' -2 GLOf:i;; • C • LERK OF CIUi i i;;;±:�, I. 110 .L 110 810 .40 4 313 NOS1tf_,,0j NOdVHS :J GGd1SS�j LS09LZ :,l!rljJu0 ...AR"` Q WiNA... •� 11 41 p d -y a• s-7 6 a. &vvy GRANT OF EASEMENT OR :370 PAcE1503 STATE OF FLORIDA COUNTY OF OKEECHOBEE THIS INDENTURE, made and entered into this E * day of October , 1994 , by and between ALLEN H. THOMAS GRANTOR , and The CITY OF OKEECHOBEE FLORIDA, a municipal corporation existing under the laws of Florida, GRANTEE; WHEREAS Grantor is seized in fee simple of a parcel of land ».. over which it is necessary for Grantee to install certain 0 +- underground utility services , or for other access or right of way • e: m necessary for use by the City , its agents , invitees or assigns ; and E filk as D• WHEREAS Grantor has indicated consent to the installation of c such service; and 13 11 h `� �, WHEREAS Grantor has agreed in consideration of the sum of Ten m . ` Dollars ($10 . 00 ) and other valuable considerations , the sufficiency '��' of which is herein acknowledged, to grant an easement to Grantee , k• '`' g binding upon all other persons claiming by, through or under Grantor, their predecessors or successors in title, or their heirs , E. G assigns or legal representatives by virtue of any deeds of O I� N G) conveyances describing lands described below, for the purposes and ^1 A E in the manner expressed below; NOW, THIS INDENTURE WITNESSETH: o ) That , in pursuance of this agreement and in consideration of ,"-' the sum of Ten dollars (110 . 00 ) , and other valuable consideration, • m receipt of which is hereby acknowledged, Grantor grants unto '� Grantee, its assigns , successors or subsequent entities , and to all o � other likely situated as above described, an exclusive easement as CU 0 follows : 1 a Full and free right and liberty for Grantee and its tenants , a 0 servants , agents , employees , visitors , licensees , in common with •� a all persons having the like right , at all times hereafter, for all 4 purposes connected with the use and enjoyment of the land of the GJ Grantor and those likely situated for whatever purpose the land U) from time to time lawfully may be used and enjoyed, for ingress and o co a, egress to the lands described in said easement; to install and al 4 v - maintain utility service across , under or through the described 0 u3 easement , including within the right granted to create or maintain CU �0 a utility corridor , for the construction, placement or other ) '0 u installation of utility service of any and every nature as needed H 0 by the City, or its successors in interest , for any utility service to the Public; said easement described more particularly as follows : ( legal description) The East seven feet (7 ' ) of Lot 1 , Block B, EVANS ADDITION, at Plat Book 2 , Page 31 , Public Records , Okeechobee County , Florida . TO HAVE AND TO HOLD the easement or right of way hereby granted unto Grantee, its assigns or successors in interest and those lik€jy situated as described above, as appurtenant to and running with the land of the Grantor and those likely situated and every part of it . It is further understood that Grantor , or successors may traverse said easement for ingress or egress , or other lawful use if necessary , and subjeeL to the City ' s right to always maintain the utility service, and the City reserves the right to reasonably limit such use if in the best interests of the City . In the event 63 W A II v PACE,iv q 2 ML- Page GK 360 PACE138 3 Easement/City of Okeechobee Grantor installs , or permits the installation of any improvement , structure , fence, roadway or other obstruction on, over, or attached to the easement , that would interfere with the Grantee ' s use or maintenance of the easement , then in the sole discretion of Grantee , upon demand, Grantor shall at its sole expense and obligation cause the removal of such obstruction. IN WITNESS WHEREOF, Grantor has set his hand and seal on the day and year above written. � / `\. ^itness Grantor rk.41 a.ritAof Witness Grantor STATE OF FLORIDA COUNTY OF OKEECHOEEE BEFORE ME, the undersigned authority, appeared Q tl "lir; LS , who is personally known to me, n '-- and who being first duly sworn according to law, states that she executed th' •� • ' .g for the purposes therein stated . 1► •yr 9 Si II./ l C�'IJL j r 4 • < O OT4Ry\ NOTARY PUBLI 4. My Commission Expires : f tf. �R Est tp����f OF IN IN WITN • ' • • •0F, Grantee has set its -nd and seal on the day and year above written . , e' , CITY • OKEECHOB E ATTEST: .='iked.. _y1,_ �/-_4/ — CITY CLERK • r . LE OKEEC "�. . 266149 ^: ;,�� GLOI�IH ; CLERK OF CIRCUIT (,'OUI\i 1, ienoo ltnowo JO US 313 NOS1J3E1O J NObVHS tzAASS6 9S09L2 GTII ��b '& Q e% 370 PACE 1501 o . v r,a n- GRANT OF EASEMENT STATE OF FLORIDA ERuK 360 PACE1378 COUNTY OF OKEECHOBEE THIS INDENTURE, made and entered into this day of October , 1994 , by and between MABLE THOMAS GRANTOR, and The CITY OF OKEECHOBEE FLORIDA, a municipal corporation existing under the laws of Florida, GRANTEE; WHEREAS Grantor is seized in fee simple of a parcel of land over which it is necessary for Grantee to install certain underground utility services , or for other access or right of way v necessary for use by the City, its agents , invitees or assigns ; and c ' WHEREAS Grantor has indicated consent to the installation of a i such service; and czt WHEREAS Grantor has agreed in consideration of the sum of Ten r Dollars ($10 . 00 ) and other valuable considerations , the sufficiency ' eof which is herein acknowledged, to grant an easement to Grantee, ' wbinding upon all other persons claiming by , through or under 0 4Grantor , their predecessors or successors in title , or their heirs , goo N uassigns or legal representatives by virtue of any deeds of conveyances describing lands described below, for the purposes and in the manner expressed below; NOW, THIS INDENTURE WITNESSETH : That , in pursuance of this agreement and in consideration of the sum of T,=n dollars (::',10 . 00 ) , and other valuable consideration, c;' receipt of which is hereby acknowledged, Grantor grants unto Grantee, its assigns , successors or subsequent entities , and to all other likely situated as above described, an exclusive easement as follows : • o Full and free right and liberty for Grantee and its tenants , servants , agents , employees , visitors , licensees , in common with all persons having the like right , at all times hereafter , for all im purposes connected with the use and enjoyment of the land of the Grantor and those likely situated for whatever purpose the land from time to time lawfully may be used and enjoyed, for ingress and n egress to the lands described in said easement; to install and �u maintain utility service across , under or through the described Jan easement , including within the right granted to create or maintain "' a utility corridor , for the construction, placement or other i � installation of utility service of any and every nature as needed _J ;; by the City, or its successors in interest , for any utility service 110 to the Public; said easement described more particularly as follows : v � ( legal description) m The East seven feet (7 ' ) of Lot 1 , Block A, EVANS ADDITION, " at Plat Book 2 , Page 31 , Okeechobee County , Florida TO HAVE AND TO HOLD the easement or right of way hereby granted unto Grantee, its assigns or successors in interest and those likely situated as described above, as appurtenant to and running wifh the land of the Grantor and those likely situated and every part of it . It is further understood that Grantor, or successors may traverse said easement for ingress or egress, or other lawful use if necessary, and subject to the City ' s right to always maintain the utility service, and the City reserves the right to reasonably limit such use if in the best interests of the City. In the event OR s r0 PAGE 15u e Page 2 OR % 360 PAGE1379 Easement/City of Okeechobee Grantor installs , or permits the installation of any improvement , structure , fence, roadway or other obstruction on, over, or attached to the easement , that would interfere with the Grantee ' s use or maintenance of the easement , then in the sole discretion of Grantee , upon demand, Grantor shall at its sole expense and obligation cause the removal of such obstruction. IN WITNESS WHEREOF, Grantor has set his hand and seal on the day and ear above written . S/ itness G antor (2/4„, c,, G Witne s ' / Grantor STATE OF FLORIDA COUNTY OF OKEECHOBEE BEFORE ME, the undersigned authority, appeared Inaba 1-11.CPULS , who is perranally known to me , and who bein ' duly sworn according to law, states that she executed t Ao9114 for the purposes t erei - state 7 I iccaez„.. INf .01k,v dz. 'Able �Q Ry S OTAR` PURL I t p s My Commission Expires : llit /r la EiP tai l t� tit IN WITNESS WHEREOF, Grantee has set i and and seal on e day and year above written . / " OR,' CITY �F•KEECHOBEE ATTEST. .AIL ll( // /��,„frZ, CITY CLERK FILED, I ,-,D OKEFCH` ''� " 26674 7 94 710V F;! 57 • GLN11 � CLERK OF CIrt'C111 T ,p 1bfO0 .in0?i0 30 )1213J3 NOSla3ao8 NObVHS caS SSO9LZ „�1U.).3b' cOd 03113 " BGOK 360 PHCE1384 A'"L tb ' 014.4‹. ntR Odek .2,s-7 GRANT OF EASEMENT -1-0-a t.c e4e1, 3 y9r STATE OF FLORIDA IX 370 PACE 1499 COUNTY OF OKEECHOBEE n THIS INDENTURE, made and entered into this AN& day of October , 1994 , by and between DELBERT STOKES & CAROL STOKES , his wife , GRANTOR, and _`\The CITY OF OKEECHOBEE FLORIDA, a municipal corporation existing o N;' under the laws of Florida, A GRANTEE;VI . WHEREAS Grantor is seized in fee simple of a parcel of land over which it is necessary for Grantee to install certain n underground utility services , or for other access or right of way a N t necessary for use by the City, its agents , invitees or assigns; and N \► WHEREAS Grantor has indicated consent to the installation of V a%t such service; and WHEREAS Grantor has agreed in consideration of the sum of Ten 4 • N4.1 Dollars ($10 . 00) and other valuable considerations , the sufficiency of which is herein acknowledged, to grant an easement to Grantee , binding upon all other persons claiming by, through or under Grantor, their predecessors or successors in title, or their heirs , assigns or legal representatives by virtue of any deeds of conveyances describing lands described below, for the purposes and in the manner expressed below; C.)• • NOW, THIS INDENTURE WITNESSETH : a U) w That , in pursuance of this agreement and in consideration of aa, the sum of Ten dollars ($10 . 00) , and other valuable consideration, 0 • receipt of which is hereby acknowledged, Grantor grants unto +-) •o Grantee, its assigns , successors or subsequent entities , and to all O other likely situated as above described, an exclusive easement as b a, follows : 0 • U) Full and free right and liberty for Grantee and its tenants , 1 servants , agents , employees , visitors , licensees , in common with all persons having the like right , at all times hereafter, for all a u purposes connected with the use and enjoyment of the land of the a Grantor and those likely situated for whatever. purpose the land .0 a. from time to time lawfully may be used and enjoyed, for ingress and egress to the lands described in said easement; to install and • maintain utility service across , under or through the described o v o easement , including within the right granted to create or maintain O 0 a utility corridor , for the construction, placement or other installation of utility service of any and every nature as needed o by the City, or its successors in interest , for any utility service co 4J to the Public; said easement described more particularly as H 4 follows : ( legal description) The East Three feet (3 ' ) of Lot 8 , Block B, EVANS ADDITION, at Plat Book 2 , Page 31 , Public Records , Okeechobee County , Florida . TO HAVE AND TO HOLD the easement or right of way hereby granted unto Grantee, its assigns or successors in interest and those lik y situated as described above, as appurtenant to and running with the land of the Grantor and those likely situated and every part of it . It is further understood that Grantor , or successors may traverse said easement for ingress or egress , or other lawful use if necessary , and subject to the City ' s right to always maintain the utility service, and the City reserves the right to reasonably limit such use if in the best interests of the City . In the event Bu . 3 i u PACE„ 0 Page 2 OoK 360 PACE1385 Easement/City of Okeechobee Grantor installs , or permits the installation of any improvement , structure, fence, roadway or other obstruction on, over , or attached to the easement , that would interfere with the Grantee' s use or maintenance of the easement , then in the sole discretion of Grantee , upon demand , Grantor shall at its sole expense and obligation cause the removal of such obstruction . IN WITNESS WHEREOF, Grantor has set his hand and seal on the day and y r above written . // ' _....---../' / / / of/i/s Witness Grantor / ______ W tness Grantor STATE OF FLORIDA COUNTY OF OKEECHOBEE (WI 4EFOR E`� , the undersigned authority, appeared ` A '=" (C!! 5}p , ih o is •e r s on a l l y known to me, 'vx--TriTo and who being first duly sworn according to law, states that she executed tl, - r,,,. 4 ng for the purposes therein statelf. . '�� �# I ` !Ail"(. f, a NOTAR PUBL_C i . My Commission Expires : ', *71614.74fil ; ,,dy,._ ertits, IN WIT `1.: \ ` .REOF, Grantee has set it - d and seal on t - e day and year above written . r c . •R, CITY • j KEECHOBEE ATTEST : „le/ . .,,, l7 , ,,6 ,,,r- CITY CL RK . ECi',' • OKE i •.• 266750 .., i . GLOP, ` C; CLERK OF CIE■CU1 a )UR 1 1 lbno3 mom JO )121313 NOSl;1,"0d NOMVHS ^ r• ISO9LZ ;;I1 0 iRi`!:ilti 2;0' 0311 J ACKNOWLEDGEMENT The OKEECHOBEE UTILITY AUTHORITY hereby acknowledges that nothing in the Master Transfer Agreement between the OKEECHOBEE UTILITY AUTHORITY, COUNTY OF OKEECHOBEE, CITY OF OKEECHOBEE and OKEECHOBEE BEACH WATER ASSOCIATION, INC. , dated July 13 , 1995, and nothing in the documents signed at the Closing to consummate the Master Transfer Agreement shall be construed as any prohibition against OKEECHOBEE BEACH WATER ASSOCIATION, INC. , dissolving its corporate existence whenever OKEECHOBEE BEACH WATER ASSOCIATION, INC. , so desires . OKEECHOBEE BEACH WATER ASSOCIATION, INC. , has made no covenants with the OKEECHOBEE UTILITY AUTHORITY to continue in existence after the consummation of the Master Transfer Agreement . DONE AND ADOPTED This 27th day of September, 1995 . OKEECHOBEE UTILITY AUTHORITY if ATTEST: BY: J ack Coker, Chairman Kimball Love, Clerk F:data\rnk\214041sr.88 BC:K 370 F! CE 151 I This instrument prepared by: Q� C W. LEE DOBBINS, ESQ. ,C Dean, Mead & Minton � 1903 South 25th Street, Suite 200 Post Office Box 2757 \O Fort Pierce, Florida 34954-2757 (407)464-7700 CONFIRMATION OF MUNICIPAL PURPOSES W I T N E S S E T H WHEREAS, the property described as Lot "D" of Section Four (4) , Township Thirty-eight (38) South, Range Thirty-five (35) East; containing 11 and 90/100 acres, more or less, and lying and being in the County of Okeechobee, State of Florida (the "Property") was transferred to the City of Okeechobee (the "City") by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Board") pursuant to that certain Internal Improvement Fund, State of Florida Deed No. 17,212 dated May 7, 1925, and recorded in Deed Book 17, Page 212 of the Public Records of Okeechobee County, Florida (the "Deed") ; and WHEREAS, the Deed states that in the event that the Property is not used or ceases to be used for "municipal purposes, " title to the Property will revert to the Board; and WHEREAS, the City owns and operates a water treatment plant (the "Water Treatment Plant") located on the Property; and WHEREAS, the Okeechobee Utility Authority (the "Authority") is a quasi- governmental entity formed by that certain Interlocal Agreement between the City and Okeechobee County (the "County") for the purpose of more efficiently providing water and wastewater service to customers currently served by the City, County, and Okeechobee Beach Water Association ("OBWA") , which Interlocal Agreement is recorded at Official Records Book 360, Page 1684, Public Records of Okeechobee County, Florida; and WHEREAS, on July 13, 1995, the City, County, and OBWA entered into an Agreement to transfer all of their utility assets to the Authority, effective October 1, 1995 (the "Master Transfer Agreement") ; and WHEREAS, pursuant to the terms of the Master Transfer Agreement, the Water Treatment Plant and the Property will be transferred by the City to the Authority, effective October 1, 1995; and WHEREAS, pursuant to the terms of the Master Transfer Agreement, the City will transfer all of the City's right to operate water and wastewater utilities to the Authority, effective October 1, 1995; and WHEREAS, the Authority will continue to use the Property to operate the Water Treatment Plant and/or for any other purposes related to the providing of water and wastewater services to customers currently served by the City, County, and OBWA; and WHEREAS, the Board has no objection to the use of the Property for such purposes by the Authority, and agrees that use of the Property for such purposes by the Authority would not violate the letter or spirit of the Deed's intent that the Property be used for "municipal purposes". NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Board agrees as follows: q�.� :370 PACE1578 1. Use of the Property by the Authority to continue operating the Water Treatment Plant and/or for any other purposes related to the providing of water and wastewater services to Authority customers, constitutes "municipal purposes" in accordance with the provisions of the Deed, and therefore will not cause title to the Property to revert to the Board. 2. The undersigned is authorized to execute this confirmation of Municipal Purposes on behalf of the Board. IN WITNESS WHEREOF, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida has executed this Confirmation of Municipal Purposes effective as of the 22nd day of September, 1995. BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND 9P\THE • STAT FLORIDA I J =-r- bt..t OD( =I: ` ) BY is... _adi. -- "---- Witness . r----k-- re ,k�‘ i c),-) Print Name: Daniel T. Crabb Pri t/Type Witness Name a,ti [ixt-ez,, _ Its: Chief of Land Management Services Witness c Division of State Lands 1'/�LL�� iJL-� Department of Environmental - 23 Protection Print/Type Witness Name (Official Seal) • STATE OF FLORIDA COUNTY OF LEON 4. The foregoing instrument was acknowledged before me this day of , 1995, by Daniel T. Crabb, Chief, Bureau of Land agement Set ices, Division of State Lands, Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. Said person is personally known to me. c-- .1k.- , , .--,>)-70_D__j,L6c otary Public of State of F o a N—i b\ -1\--Y i c ■ (1 1—di O )( Print/Type Name Approved as to FCrm Commission Number: jA N ARY sr.q nd iega:iiy b,: FATRiCi4 TOi.OD.'Y Commission Expires: lVOTARY'U!3LlCS ATPO.aOPI.Q my a. .DN F;=.APR.18,1?9r, 1ana: .11n3 (3JO N8310 NOS'." ; ;;oe)VHs ', ,i 909LZ f:\data\mdm\wld\21404dj.25 .,‘; jJ;.jL P, • r �'L.?: J 70 PACE .1 NS This instrument prepared by f?Q wo., A ao,y, 01-co g?-. Position I -Chattel Security Gregory L. Caruthers, "Pr aoY a757, .4"C Pt.. District Director 3.49r/ Position 5 -Real Estate Security USDA-FmHA Rural Economic & Community Form FmHA460-4 Development, 4362 Northlake (Rev. 10-90) SATISFACTION Blvd. , Suite 105 Palm Beach Gardens, FL 33410 The United States of America. acting through the Administrator of the Farmers Home Administration, as owner and holder of the following-described lien instrument(s).made and executed by OKEECHOBEE BEACH WATER ASSOCIATION. INC. . eta( A NON-PROFIT CORPORATION ,and recorded or filed in County of OKEECHOBEE • State of FLORIDA ,satisfies and discharges this lien instrument(s). LIEN DATE OF DATE RECORD OR BOOK PAGE INSTRUMENT MORTGAGEE INSTRUMENT FILED FILE NO. NUMBER NUMBER Real Estate FmHA 07/15/65 07/16/95 89 663 Mortgage Real Estate FmHA 10/13/67 10/18/67 45901 104 527 Mortgage N Real Estate FmHA 10/24/78 10/26/78 63824 223 229 ""I cJI Mortgage J IN WITNESS WHEREOF, the United States of America has caused this satisfaction to be signed the co ,-_,r1 18 day of September , 19_9_5_, pursuant to delegation of authority :.blished in 7 CFR Part 1900 Subpart A. /7 TED ST• OF AME' A WITNESSES• --liz. --4-1A-2-;-f By • �% .4._ • A' /� f 7J GREI • L. "OTHERS �� m Title I I • - e Farmers Home Administration �_ ‘.0_ - United States Department of Agriculture 79p. _ STATE OF Florida 1 COUNTY OF Palm Beach ` Ss: ACKNOWLEDGMENT ,v On this ! "� day of ✓��►?./L , 19 lam,before me,the subscriber,li: -_ — �� - --i - {�/�� /� i�`� ,in and for the above county and State,appearec • / c xl 01/?-16Y- L, &?.4.4.a7e-P-X-S ,known to me to be District Di rector 1-.— Farmers Home Administration, United States Department of Agriculture, and the person who executed the fore- going instrument, and he/she acknowledged to me that he/she executed the same as the free act and deed of the United States of America,for the uses and purposes mentioned in it. IN WITNESS WHEREOF, I have set my hand and seal at ' ' l"a &C/z GGre-/Ie`x-s 'R•i e- the day and year listed a ove. [SEAL �/� (Signature) My commissi n < •t :.., HERMINIA M.VILLE811S = ' R% (To b< f 0i.„ t rtijyiu !J(g., t 4%Iy publ1) FmHA 460-4 (Rev. 10-90) RL SSW Banded ltru*My Public tlnd .U.S.GPO:1e93-755-00e/e3oee This instrument prepared by Gregory L. Caruthers, Position I -Chattel Security District Director Position 5 -Real Estate Securer. Rural Economic & Community USDA-FmHA Development Form FmHA 460-4 4362 Northl ake Blvd. , (Rev. 10-90) SATISFACTION Suite 105 Palm Beach Gardens, FL 33410 The United States of America, acting through the Administrator of the Farmers Home Administration, as owner and holder of the following-described lien instrument(s),made and executed by OKEECHORFF RFACH WATER ASSOCIATION, INC. , xeci A NON-PROFIT CORPORATION ,and recorded or filed in County of GLADES State of FLORIDA satisfies and discharges this lien instrument(s). LIEN DATE OF r DATE RECORD OR BOOK PAGE INSTRUMENT MORTGAGEE INSTRUMENT FILED FILE NO. NUMBER NUMBER Real Estate FmHA 07/15/65 37 31 Mortgage Real Estate FmHA 10/13/67 10/16/67 45901 41 330 Mortgage Real Estate FmHA 10/24/78 10/24/78 63824 71 361 Mortg rc 5/ WITNESS WHEREOF, the United States of America has caused this satisfaction to be signed the <'.-:,.J J 1$ °— " i'—d�y of September , 19 9, pursuant to delegation of authority published in , 7 CF Part`'T900'.1ub�art'A. c —' _ c ti ITED STA OF AME' A WITI'�SSI8' /L!r ':'/� u /:�.- /I t� J- "�. V ETC' REGi' L. C UTHERS J - ►+- Cl l.:s""��} i sty ct Director V = ?�f Farmers Home Administration FL ited States Department of Agriculture STATE OF .„__ 1� v , -', z COUNTY OF eficN F Ss, 000 �0 ACKNOWLEDGMENT Y C 1"4F On t s 1 o day of , 19.11,before me,the subscriber,a P. ,in and for the above county and State,appeared o 1_.) �,,` L. (44,... ---mss known to me to be District Director Farmers,Tide Administration, United States Department of Agriculture, and the person who executed the fore- :—. 1' going instrument, and he/she acknowledged to me that he/she executed the same as the free act and deed of the United States of America,for the uses and purposes mentioned in it r /�, IN WITNESS WHEREOF,I have set my hand and seal at 1%91" / 'w( 6,44-467-5 r/-6/2,1',(4- the day and year listed above. r-;■ (Signature) [SEAL] pp My commission expires ••5,�• HERMINIAM•VILLEBAS (To be filled in if certifyin z.��`: notarM J i, 999 t FmHA 460-4 (Rev. 10-90) "•. „110' Bonded ihtu Notary pubic undomfts 'U.S.GPO:1993-755-009/83068 BOCK 370 ;.,.GE10L,1 Prepared by: W. Lee Dobbins, Esq. Dean, Mead & Minton 1903 South 25th Street , Suite 200 Fort Pierce, Florida 34947 \O NOTICE OF TERMINATION OF THIRD PARTY BENEFICIARY CONTRACT AGREEMENT W I T N E S S E T H: WHEREAS, Bay Utilities, Inc . ( "Bay Utilities" ) and Kings Bay Homeowner' s Association, Inc . (the "Homeowner' s Association" ) entered into a Third Party Beneficiary Contract Agreement (the "Agreement" ) dated November 23 , 1984 governing the provision of water and wastewater utility services by Bay Utilities and its successors and assigns to the Homeowner' s Association, its successors and assigns, and all present and future owners or occupants of the property, buildings or residences of the Homeowner' s Association or its members ; and WHEREAS, Section 12 of the Agreement states that the Agreement shall automatically terminate in the event that the Homeowner' s Association' s water supply systems and sewage systems are taken over by a governmental authority for maintenance and operation, and in such event, Bay Utilities and the Homeowner' s Association shall execute an instrument canceling the Agreement ; and WHEREAS, Kings Bay Water Company ( "Kings Bay" ) is the successor in interest to Bay Utilities; and WHEREAS, Kings Bay is a wholly owned subsidiary of Okeechobee Beach Water Association, Inc . ( "OBWA" ) ; and WHEREAS, OBWA has agreed to transfer all of its assets to the Okeechobee Utility Authority (the "Authority" ) , a governmental authority created by interlocal agreement between the City of Okeechobee, Florida (the "City" ) and Okeechobee County, Florida (the "County" ) , including all assets of Kings Bay, pursuant to the provisions of that certain Master Transfer Agreement by and among the City, County, and the Authority, dated July 13 , 1995 (the "Master Transfer Agreement" ) . NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Kings Bay agrees as follows : That the Agreement is hereby terminated effective October 1, 1995 . ECGK ,370 PAGF1622 IN WITNESS WHEREOF, the Board of Directors of Kings Bay Water Company have duly executed this Notice of Termination of Thivi Party Beneficiary Contract Agreement effective as of the j day of '.tr*-bit , 1995 . Attest: / KINGS BAY WATER COMPANY _ By: t-) 4t - tie_�..` i 1 ? �/; , Secreta . Print Name: 7'4.o,.,,, 6G".c.s Its : U►e511 (Corporate Seal) STATE OF FLORIDA COUNTY OF C, . The foregoing instrument was acknowledged before me this day ok5Lpit , 1995, by J ff tr 9, ties Said person did not take an oath and yam" is personally known to me, produced a driver' s license (issued by a State of the United States within the last ive (5) years) as identification, or produced other ident ' ication, to wit: pFF� pRF IARR�F Fl.OtiW.\ C-Lt 3 �T.nTE AR.1 poBt1C���� ec.a2bb1� 4._ Print Name: f cLOrt.E S J4erz, " Nc CoMMlssln Tip nE_..I - Notary Public, State of Florida MY�pMyll610 r _ Commission No. : My Commission Expires : N8313 f:\data\mdm\wld\21404dj.not E.,.'`1C_'_ „pLVHS r-6 i LO9L2 L GE:4l1J Prepared by: Michael D. Minton Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Ft. Pierce, Florida 34954-2757 ASSIGNMENT OF AGREEMENT THIS ASSIGNMENT OF AGREEMENT ( "Assignment" ) hereby entered into effective as of theft' day of September, 1995, by and between the OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corporation ( "OBWA" ) , and the OKEECHOBEE UTILITY AUTHORITY (the "Authority") . W I T N E S S E T H WHEREAS, OBWA entered into an Agreement with LeWare Con- struction Company, Inc . , dated September 17 , 1994; and WHEREAS, OBWA has agreed to transfer all of its assets to the Authority pursuant to the provisions of that certain Master Transfer Agreement by and among the City of Okeechobee, Florida, Okeechobee County, Florida, OBWA, and the Authority, dated July 13, 1995 (the "Master Transfer Agreement" ) ; and WHEREAS, pursuant to the provisions of Section 3 . 1 of the Master Transfer Agreement, OBWA agreed to assign to the Authority, and the Authority agreed to assume and perform and discharge all duties, liabilities and obligations of OBWA set forth in various agreements, including the above-described Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, OBWA and the Authority hereby covenant and agree as follows: 1 . Assignment of Agreement. OBWA hereby assigns to the Authority all of its rights, duties, liabilities and obligations as specifically set forth in the Agreement with LeWare Construction Company, Inc. , concerning replacement of utility main at Lemkin Creek Crossing dated September 17, 1994 . 2 . Assumption of Agreement. The Authority hereby agrees to assume, perform and discharge all duties, liabilities and obligations of OBWA as set forth in the above-described Agreement. 3 . Effective Date. This Assignment shall be deemed effective upon its execution by the parties. IN WITNESS WHEREOF, OBWA and the Authority have each caused this Assignment to be executed by their duly elected and authorized officers as of the date and year first above written. ATTEST: OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corporation (/)--P-A-A-1-411.1ald /' _,,/ y: /i Secretary Leland Pearce, President APPROVED AS TO FORM AND CORRECT . [Official Seal] By: 4 . B Attorney ATTEST)/ OKEECHOBEE UTILITY AUTHORITY By; ` \ --. y_ B • A�-/- ICim L ve, Clerk . .ck Coker, Chairman A ROVED AS TO FORM AND CORRECTk - S• [Official Seal) Auth. - ' y At•or4ey STATE OF FLORIDA COUNTY OF 6 LFF-0/.6EC -r-(� The foregoing instrument was acknowledged before me this -' day of September, 1995, by LELAND PEARCE, President, and YEE■JA- Aorzl&� as Secretary, of OKEECHOBEE BEACH WATER ASSOCIATION, INC. They ar sonally known to me or produced as dentification and did not take an oath. /�Ct,t,I.�,�- Notary Public;, State of F orida Print Name:Y i CE JA-re.eia OFFICIAL NOTARY SEAL Commission No. DOLORES JARRIN My Commission Expires: NOTARY PUBLIC STATE OF FLOE )• COMMISSION NO.CC4266 14 MY COMMISSION PAP DEC. 141 c' 2 STATE OF FLORIDA COUNTY OF 01<F�(' _C-' ,-1 4-k_ The foregoing instrument was acknowledged before me thisc- day of September, 1995, by JACK COKER, as Chairman, and KIM LOVE, as Clerk, of the OKEECHOBEE UTILITY AUTHORITY. They are personally known to me or produced as identification and did not take an oath. C -\‘) a CAL i Q t ,` SOT SEAL- OFFICIALN N ary Public, to of Flo ida DoLORES J ARR]N (V S et N�AAY PUBLIC STAB OF FLORIDA Print Name COMMISSION SO.CC426614 MYCOMMISSION FOP DEC.14 14" MymCommission No. : Expires : 3 APPROVAL AND CONSENT TO ASSIGNMENT OF AGREEMENT NOTICE IS HEREBY GIVEN that on the day of September, 1995, LEWARE CONSTRUCTION COMPANY, INC. (the "Company" ) , has granted and does hereby grant its Approval and Consent to the Assignment by Okeechobee Beach Water Association, Inc. ( "OBWA" ) , to the Okeechobee Utility Authority (the "Authority" ) of the Agreement dated September 17 , 1994, between the Company and the City. The Company agrees to honor and abide by the terms and conditions of said Agreement as if the Authority was an original party thereto. LEWARE CONSTRUCTION COMPANY, INC. ATTEST: By: Secretary Its: [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of September, 1995, by as and as of LEWARE CONSTRUCTION COMPANY, INC. , a corporation, on behalf of the corpora- tion. They are personally known to me or produced as identification and did not take an oath. Notary Public, State of Print Name: Commission No. : My Commission Expires : F:\data\mdm\OKEECHOB.AS6 4 Prepared by: Michael D. Minton Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Ft. Pierce, Florida 34954-2757 ASSIGNMENT OF AGREEMENT THIS ASSIGNMENT OF AGREE ENT ( "Assignment" ) hereby entered into effective as of the day of September, 1995, by and between the OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corporation ( "OBWA" ) , and the OKEECHOBEE UTILITY AUTHORITY (the "Authority" ) . W I T N E S S E T H : WHEREAS, OBWA entered into a Software Maintenance Agreement with Digital Matrix Services, Inc . , dated June 14, 1995; and WHEREAS, OBWA has agreed to transfer all of its assets to the Authority pursuant to the provisions of that certain Master Transfer Agreement by and among the City of Okeechobee, Florida, Okeechobee County, Florida, OBWA, and the Authority, dated July 13, 1995 (the "Master Transfer Agreement" ) ; and WHEREAS, pursuant to the provisions of Section 3 . 1 of the Master Transfer Agreement, OBWA agreed to assign to the Authority, and the Authority agreed to assume and perform and discharge all duties, liabilities and obligations of OBWA set forth in various agreements, including the above-described Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, OBWA and the Authority hereby covenant and agree as follows : 1. Assignment of Agreement. OBWA hereby assigns to the Authority all of its rights, duties, liabilities and obligations as specifically set forth in the Software Maintenance Agreement with Digital Matrix Services, Inc . , concerning the use and maintenance of copyrighted computer software dated June 14, 1995 . 2 . Assumption of Agreement. The Authority hereby agrees to assume, perform and discharge all duties, liabilities and obligations of OBWA as set forth in the above-described Agreement. 3 . Effective Date. This Assignment shall be deemed effective upon its execution by the parties . IN WITNESS WHEREOF, OBWA and the Authority have each caused this Assignment to be executed by their duly elected and authorized officers as of the date and year first above written. ATTEST: OKEECHOBEE BEACH WATER ASSOCIATION, INC. , a Florida not-for-profit corporation 1 1 i k if --f.' 7 // .. /� ) r` __ i By: / / �*, •� f �_ _,� Secretary Leland Pearce, President APPROVED AS TO FORM AND CORRECTN S [Official Seal] By: Attorney ATTEST: OKE CHOBEE UTILITY AUTHORITY i By: x4'k, ---;Y---C - aw K'm Live, Clerk ack Coker, Chairman PROVED AS TO FORM AND CORRECT S . [Official Seal) Aut ity Att. e STATE OF FLORIDA COUNTY OF L .Eec O The foregoing instrument was acknowledged before me this `r " day of September, 1995, by LELAND PEARCE, President, and vE JJA C-iA6R.IcL_ as Secretary, of OKEECHOBEE BEACH WATER ASSOCIATION, INC. They are pe ally known to me or produced as iden ficat"on and did no take an oath. C( LU.,,.- tiOTARY SEAL Notary Public, Ste of Florida OFEIUAL' ARRIN Print Name: U D Occr 5 J 4u,kJ pOLORES) OF FLORIDA N(7I ARY p�BLIC S AOTECC426614 Commission No. : COMv11S5[O� ExP DEC.14,1998 My Commission Expires: MY CO. 2 STATE OF FLORIDA COUNTY OF (.;ICECCflO3E6— The foregoing instrument was acknowledged before me this day of September, 1995, by JACK COKER, as Chairman, and KIM LOVE, as Clerk, of the OKEECHOBEE UTILITY AUTHORITY. They are personally known to me or produced as identification and did not take an oath. OFFICIAL NOTARY SEAI.--_ 6'1,4"'` DOLORES JARRIN Notary Publi. , I ate of Florida NOTARY PUBLIC STATE OF FLORIDA Print Name Name: CL'./Z S ,� COMMISSION NO.CC426614 � QQ� MY COMMISSION EXP DEC.14,199/4 Commission No. : My Commission Expires: 3 APPROVAL AND CONSENT TO ASSIGNMENT OF SOFTWARE MAINTENANCE AGREEMENT NOTICE IS HEREBY GIVEN that on the day of September, 1995, DIGITAL MATRIX SERVICES, INC. (the "Company" ) , has granted and does hereby grant its Approval and Consent to the Assignment by Okeechobee Beach Water Association, Inc . ( "OBWA" ) , to the Okeechobee Utility Authority (the "Authority" ) of the Software Maintenance Agreement dated June 14, 1995, between the Company and the City. The Company agrees to honor and abide by the terms and conditions of said Agreement as if the Authority was an original party thereto. DIGITAL MATRIX SERVICES, INC. ATTEST: By: Secretary Its: [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of September, 1995, by as and as of DIGITAL MATRIX SERVICES, INC. , a corporation, on behalf of the corporation. They are personally known to me or produced as identification and did not take an oath. Notary Public, State of Print Name: Commission No. : My Commission Expires: F:\data\mdm\21404dj.AS8 4 CERTIFICATE OF INCUMBENCY We, the undersigned officers of Okeechobee County, Florida (the "County" ) , are executing this Certificate pursuant to and in connection with that certain Master Transfer Agreement dated July 13 , 1995 , by and among the County, the City of Okeechobee, Florida (the "City" ) , the Okeechobee Beach Water Association, Inc . ( "OBWA" ) , and the Okeechobee Utility Authority ( "OUA" ) , and the transfer by the County of the County Utility System (the "System" ) to OUA on the date hereof . The County adopted Resolution No. 95-23 on July 13 , 1995 (the "Resolution" ) , determining that the transfer of the County Utility System to OUA was in the public interest pursuant to the provisions of Section 125 . 3401, Florida Statutes, and voted to approve and authorize the Master Transfer Agreement, and authorizing the County officers to execute the necessary documents to transfer the County Utility System to OUA in accordance with the Master Transfer Agreement . ELECTED OFFICIALS. The names of the members of the Board of County Commissioners ( "Board" ) and the date of expiration of their respective terms of office are as follows : Commissioner Term Begins Term Ends Clif Betts, Jr. 11/92 11/96 Susan Hughes 11/92 11/96 ,J Clois Harvey 2.S'/95 11/96 %-Gene Wood 11/94 11/98 John Abney 11/94 11/98 Clif Betts, Jr. , is the duly appointed Chairman of the Board. His term of office as Chairman began in /fro- � —T "ti c.i 44s-..74,7L 6.4e4 'eve,/*Pd O ' `_ 4 24 9' ,:' (-e-&71-0 ;« c Susan Hughes is the duly elected First Vice Chairman. Her current term as First Vice Chairman began in /JJ20/..- , 199 ,//6!-/ aa6 r n , 199— Q.z-/ `i a f '14774 e+2e y ste Jfihn Abney is the duly elected Second Vice Chairman. His ,current term as Second Vice Chairman began i/nQ9, , 199- , Sharon Robertson is the duly elected Clerk of the Circuit Court and ex-officio lerk of the Board. Her term of office as ltr Clerk began in 7y/ , 1995, and ends in N / `g 7 APPOINTED OFFICERS. George Long is currently serving as the County Administrator, is appointed by the Board, and serves at the pleasure of the Board. John Cassels, Esquire, is the duly appointed County Attorney and serves at the pleasure of the Board. OATH, BONDS, UNDERTAKINGS . All of the above persons have duly filed their oaths of office, where required, and such of them as are required by law to file bonds of undertakings have duly filed such bonds of undertakings in the amount and manner required by law. SIGNATURES. The Chairman and Clerk duly executed the Master Transfer Agreement on the 13th day of July, 1995 . At the date of the signing of the Master Transfer Agreement by the Chairman and Clerk and on this date, they were and are duly chosen, qualified and acting officers authorized to execute the Master Transfer Agreement and all other documents necessary to transfer the County Utility System to OUA in accordance with the Master Transfer Agreement . SEAL. The seal impressed upon this Certificate is the legally adopted, proper, and only official seal of Okeechobee County, Florida, and said seal has been impressed upon the Master Transfer Agreement, which action is hereby ratified. LITIGATION. Except as disclosed in writing to OUA by the County Attorney, there are no actions, suits or proceedings pending or, to the best knowledge of the undersigned, threatened against or affecting the County, at law or in equity, or before any federal, state, municipal or governmental department, com- mission, board, bureau, agency or instrumentality which involve the possibility of any judgment, assessment or liability that would affect the County' s ability to consummate the transactions contemplated by the Agreement or which would impair or hinder the County' s ability to carry out the covenants and agreements of the County contained therein which are to be carried out or performed by the County on or after the date hereof . REPRESENTATIONS REQUIRED BY MASTER TRANSFER AGREEMENT. (a) The Resolution has been duly adopted by the County and is in full force and effect . (b) The representations of the County contained in the Master Transfer Agreement and the information provided by the County to the OUA Consulting Engineers in preparation of the Final Engineer' s Report are true and correct, to the best of undersigned' s knowledge in all material respects as of the date hereof . 2 (c) All actions necessary to authorize the execution, delivery and performance by the County of the Master Transfer Agreement, and all other documents necessary to transfer the County Utility System to OUA, have been duly and validly taken by the County. The County has complied with and performed in all material respects the terms, conditions, acts, undertakings, covenants, and obligations required by the Master Transfer Agreement to be performed by the County as of the date hereof . WITNESS our hands and the corporate seal this �� day of September, 1995 . ATTEST: OKEECHOBEE COUNTY, FLORIDA, a political subdivision of State of Florida A tiPJ By0 C-- / Sharon Robertson, Clerk Clikf setts, Jr. , airman (Official Seal) `' By 111 - (Sharon Robertson, Clerk George Lon , urrty Administrator B .4o a/ ' / . To• Cassels, County orney Approved as to form and correctne s •_ BY- /�� ohn els, Coun r" torney • 3 STATE OF FLORIDA COUNTY OF D t',EE 64-p QEC' The foregoing instrument was acknowledged before me this day of September, 1995, by CLIF BETTS, Jr. , Chairman, Board of County Commissioners of Okeechobee County, Florida. Said person did not take an oath and is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identification, • wit : OFFICIAL NOTARY SERI.~� `, , , , , UAL JARRIN NmARY PUBLIC STATE OF FLORIDA -rant Name : /�n q' COMMISSION NO.CC426614 Notary PubliT, State of Florida MY COMMISSION F.XP DEC.14,1998 Commission NO. My Commission Expires : STATE OF FL IDA COUNTY OF EEC- 6 The foregoing instrument was acknowledged before me thisziod day of September, 1995, by -1ARON ROBERTSON, Clerk. Said person V4 did not take an oath and / is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identificatio , to wit : OFFICIAL NOTARY SEAL ` DOLORES JARRIN NOTARY PUBLIC STATE OF FLORIDA Print Name:NO.CC426614 int J( '-S S �l i k( NAY COMMISSION EXP DEC.14,19Q8 Notary Publi , State of Florida Commission No. : My Commission Expires : STATE OF FLORT..DA COUNTY OF (.EEC“o(EC The foregoing instrument was acknowledged before me this 0 ( — day of September, 1995, by GEORGE LONG, county Administrator. Said person did not take an oath and V is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identif ' - ' ∎n, to wit : ` J , Print Name: 0-i r 1 OFFICIAL NOTARY SEAL. Notary Public, .tate of Florida DOLORES JARRIN i Commission No. : NOTARY PUBLIC STATE OF FLORIDAI My Commission Expires : COMMISSION NO.CC426614 MY COM ISSION FX P DEC.14,1998 4 STATE OF FLORIDA COUNTY OF 0 LeEci4 The foregoing instrument was acknowledged before me this 32 day of September, 1995, by JOHN CA SELS, County Attorney. Said person did not take an oath and ✓ is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identificati. - to wit : J Q,IA_L • Print Name : ! 1 OWrs OFFICIAL NOTARY SEA[. Notary Public, State of Florida DOLORES fARRIN NOTARY PUBLIC STATE OF FLORIDA Commission No. : COMMISSION NO CC426614 My Commission Expires : MYCOMMISSIO`: FXP DEC.14,1998 F:\data\mdm\OKEECHOR Cl2 5 .�.� ...... �...... ..�.., �r ...aw IA... CERTIFICATE OF INCUMBENCY We, the undersigned officers of the Okeechobee Utility Authority ( "OUA" ) , are executing this Certificate pursuant to and in connection with that certain Master Transfer Agreement dated July 13 , 1995, by and among OUA, the City of Okeechobee, Florida (the "City" ) , Okeechobee County, Florida (the "County" ) , and the Okeechobee Beach Water Association, Inc . , ( "OBWA" ) , and the transfer to OUA by the City of the City Utility System, by the County of the County Utility System, and by OBWA of the OBWA Utility System (the "Systems" ) on the date hereof . OUA adopted Resolution No. 95-3 on July 13, 1995 (the "Resolution" ) , determining that the transfer of the City, County, and OBWA Utility Systems to OUA was in the public interest pursuant to the provisions of Section 189 .423 , Florida Statutes, and voted to approve and authorize the Master Transfer Agreement, and authorizing OUA officers to execute the necessary documents to transfer the City, County, and OBWA Utility Systems to OUA in accordance with the Master Transfer Agreement . ELECTED OFFICIALS . The names of the members of OUA Board and the date of expiration of their respective terms of office are as follows : Board Member Term Begins Term Ends Jack Coker 1/95 12/99 Vincent LaMariana 1/95 12/97 James Minehan 1/95 12/97 Steven D. Nelson 1/95 12/99 Kim C. Collier 1/95 12/99 Alternates Bobby Tucker 1/95 12/97 Frank Altobello 2/95 12/97 Melanie Anderson 1/95 12/97 Jack Coker is the duly appointed Chairman. His term of office as Chairman began in January, 1995, and ends in December, 1995 . APPOINTED OFFICERS. Kimball Love is currently serving as OUA' s Interim Administrator and Clerk, is appointed by the OUA Board, and serves at the pleasure of the OUA Board. Michael D. Minton, Esquire, and Kenneth C. Crooks, Esquire, are the duly appointed OUA Attorneys and serve at the pleasure of the OUA Board. OATH, BONDS, UNDERTAKINGS . All of the above persons have duly filed their oaths of office, where required, and such of them as are required by law to file bonds of undertakings have duly filed such bonds of undertakings in the amount and manner required by law. SIGNATURES. The Chairman and Clerk duly executed the Master Transfer Agreement on the 13th day of July, 1995 . At the date of the signing of the Master Transfer Agreement by the Chairman and Clerk and on this date, they were and are duly chosen, qualified and acting officers authorized to execute the Master Transfer Agreement and all other documents necessary to transfer the City, County, and OBWA Utility Systems to OUA in accordance with the Master Transfer Agreement . SEAL. The seal impressed upon this Certificate is the legally adopted, proper, and only official seal of OUA, and said seal has been impressed upon the Master Transfer Agreement, which action is hereby ratified. LITIGATION. Except as disclosed in writing to the City, County, and OBWA by the OUA Attorneys, there are no actions, suits or proceedings pending or, to the best knowledge of the undersigned, threatened against or affecting OUA, at law or in equity, or before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which involve the possibility of any judgment, assessment or liability that would affect OUA' s ability to consummate the transactions contemplated by the Agreement or which would impair or hinder OUA' s ability to carry out the covenants and agreements of OUA contained therein which are to be carried out or performed by OUA on or after the date hereof . REPRESENTATIONS REQUIRED BY MASTER TRANSFER AGREEMENT. (a) The Resolution has been duly adopted by OUA and is in full force and effect . (b) The representations of OUA contained in the Master Transfer Agreement and the information provided by OUA to the OUA Consulting Engineers in preparation of the Final Engineer' s Report are true and correct, to the best of undersigned' s knowledge, in all material respects as of the date hereof . (c) All actions necessary to authorize the execution, delivery and performance by OUA of the Master Transfer Agreement, and all other documents necessary to transfer the City, County, and OBWA Utility Systems to OUA, have been duly and validly taken 2 by OUA. OUA has complied with and performed in all material respects the terms, conditions, acts, undertakings, covenants, and obligations required by the Master Transfer Agreement to be performed by OUA as of the date hereof . WITNESS our hands and the corporate seal this c day of September, 1995 . ATTEST: OKEECHOBEE UTILITY AUTHORITY, a special district organized pursuant to the laws of the State / Florida 2,ji_ liktg:aal■ - B ,---(_...i Ki .all Love, Clerk ack Coker, Chairman (Offici- 1 Seal) By ■ OAF- Ki •ail Love, OUA Interim Administrator I , Michael D. Minton, Esq. , Counsel to the Authority, do hereby certify that the signature of Kimball Love, Clerk to the Okeechobee Utility Authority, as set forth above, is true and genuine and that I know said Kimball Love and know her to hold the office of Clerk above described. By /1141.7.1,*• .'ael D. Min n, OUA Attorney STATE OF FL IDA COUNTY OF j'rFeCf-/v15£C The foregoing instrument was acknowledged before me this ' ' day of September, 1995, by JACK COKER, Chairman, OKEECHOBEE UTILITY AUTHORITY. Said person did not take an oath and �s personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or pr uce tither identification, to wit : Print Name : .]OLCf E J�4e. . OFFICIAL NOTARY SEAL Notary Publi State of Florida DOLORES JARRIN Commission No. NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO.CC426614 My Commission Expires : I MY COMMISSION EXP DEC.14,1998 3 STATE OF FLORIDA COUNTY OF Ovf e go L--' The foregoing instrument was acknowledged before me this day of September, 1995, by KIMBALL LOVE, Clerk and IntereTm Administrator. Said person did not take an oath and V is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) years) as identification, or produced other identification, to wit : (1) 1 OFFICIAL NOTARY S A UCILO Q/ZZL A- DOLORES JARRIN bc)LC72�—S JAeICi&) Print NOTARYPUBLICSTATEOFFLORIDA NotaryNPublic, State of Florida COMMISSION NO.CC426614 MYCOMMJ5SIONEXP DEC 14,1 `.. Commission No. : My Commission Expires : STATE OF FLORIDA COUNTY OF oKe be..-D4pb-L 1/4L- The foregoing instrument was acknowledged before me this day of September, 1995, by MICHAEL ,D-: MINTON, OUA Attorney. Said person did not take an oath and \/ is personally known to me, produced a driver' s license (issued by a State of the United States within the last five (5) ye s) as identification, or produced other identificati , to wit : . L NOTAR �� Print Name : `A * _ L AZ. ,k) oFFICtA ARRtN Notary Public, S ate of Florida Nsri ARY PLIB IC STATE OF FLORIDA\ Commission No. : COMMISSION NO CC426614 !!� My Commission Expires : (' DEC MY COMMISSION EX? F:\data\mdm\OKEECHO B.CI4 4 ORDINANCE NO. 95- 4 AN ORDINANCE AMENDING OKEECHOBEE COUNTY ORDINANCE NO. 93-5 , THE OKEECHOBEE BEACH WATER ASSOCIATION, INC. , WATER AND SEWER FRANCHISE ORDINANCE; SPECIFICALLY REPEALING SECTION 2 .05, FRANCHISE CONSIDERATION; AMENDING SECTION 2 .06, ASSIGNMENT, TO ACKNOWLEDGE CONSENT BY THE ASSOCIA- TION TO THE ASSIGNMENT AND TRANSFER OF ITS FACILITIES AND OPERATIONS TO THE OKEECHOBEE UTILITY AUTHORITY, PURSUANT TO THE PROVISIONS OF SECTION 2.07, AS AMENDED; AMENDING SECTION 2 .07 , RIGHT TO PURCHASE ASSOCIATION FACILITIES, MODIFYING THE PROCEDURES FOR TERMINATION OF THE FRANCHISE GRANTED THEREIN BY OKEECHOBEE COUNTY AND PURCHASE OF ASSOCIATION FACILITIES; AND PROVIDING AN EFFECTIVE DATE. W I T N E S S E T H: WHEREAS, Okeechobee County, Florida, and Okeechobee Beach Water Association, Inc. , entered into that certain Franchise Agreement dated April 29, 1993, adopted in Okeechobee County Ordinance No. 93-5, the Okeechobee Beach Water Association, Inc. , Water and Sewer Franchise Ordinance, recorded in Official Records Book 344 , Page 1128, Public Records of Okeechobee County, Florida, whereby Okeechobee Beach Water Association, Inc. , was granted a non-exclusive franchise to operate utilities systems in certain portions of Okeechobee County, Florida; and WHEREAS, on November 10, 1994, Okeechobee County, Florida, and the City of Okeechobee, Florida, entered into that certain Interlocal Agreement, which is recorded at Official Records Book 360, Page 1684 , Public Records of Okeechobee County, Florida, which created the Okeechobee Utility Authority, in order to provide 6/30/95 2:51pm a unified system of water and wastewater service for Okeechobee County, Florida; and WHEREAS, Okeechobee County, Florida, Okeechobee Beach Water Association, Inc. , and the City of Okeechobee, Florida, have entered into that certain Master Transfer Agreement, dated July 13 , 1995, whereby the water and wastewater systems operated by the County and Okeechobee Beach Water Association, Inc. , will be transferred at Closing to the Okeechobee Utility Authority; and WHEREAS, in order to effectuate the terms of the Master Transfer Agreement, Okeechobee County Ordinance No. 93-5 must be amended to reflect the intent of the parties expressed in said Master Transfer Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF OKEECHOBEE COUNTY, FLORIDA, as follows: SECTION 1. Section 2 . 05 , Franchise Consideration, of Okeechobee County Ordinance No. 93-5 , is hereby repealed. SECTION 2. Section 2 . 06, Assignment, of Okeechobee County Ordinance No. 93-5, is hereby amended to read, in its entirety, as follows: "SECTION 2.06 . ASSIGNMENT. The County shall have the right to assign its rights under this Franchise, including the right to purchase Association facilities, to the Okeechobee Utility Authority, upon written consent by the Association. " 6/30/95 2:51pm 2 SECTION 3 . Section 2 . 07 , Right to Purchase Association Facilities, of Okeechobee County Ordinance No. 93-5, is hereby amended to read, in its entirety, as follows: "SECTION 2.07 . RIGHT TO PURCHASE ASSOCIATION FACILITIES. (A) The County hereby reserves the right to terminate the franchise granted herein and purchase or otherwise acquire all assets and property of the Association, including, but not limited to, real property interests, personal property, water and wastewater facilities and equipment, accounts receivable and other financial assets, contracts, licenses and leases, but excluding any rights of the Association arising out of Case No. 93-555-CA, in the Circuit Court in and for the Nineteenth Judicial Circuit for Okeechobee County, Florida. (B) The County hereby assigns to Okeechobee Utility Authority its right to terminate the franchise granted herein and purchase or otherwise acquire all assets and property of the Association, including, but not limited to, real property interests, personal property, water and wastewater facilities and equipment, accounts receivable and other financial assets, contracts, licenses and leases, but excluding any rights of the Association arising out of Case No. 93-555-CA, in the Circuit Court in and for the Nineteenth Judicial Circuit for Okeechobee County, Florida. (C) By filing its acceptance with the Clerk to the Board of County Commissioners as provided below, the Association 6/30/95 3:51pm 3 hereby consents to the above-referenced assignment by the County to Okeechobee Utility Authority, and consents to the County, or its assigns, exercising the right to purchase or otherwise acquire all assets and property of the Association as defined above, at any time. (D) By filing its acceptance with the Clerk to the Board of County Commissioners as provided below, the Okeechobee Utility Authority hereby consents to, and accepts the above- referenced assignment by the County to Okeechobee Utility Authority, and covenants and agrees to assume and perform all obligations, duties, and liabilities of the County under the Franchise Agreement, as amended by this Ordinance. (E) In the event that the County, or its assigns, exercises the right to purchase or otherwise acquire all assets and property of the Association as defined above, the purchase price shall be mutually agreed upon by the Associa- tion and the County, or its assigns, but in no event shall the County, or its assigns, be required to pay more than the amount of any outstanding indebtedness, if any, owed by the Association for revenue bonds or other obligations issued by the Association to finance the facilities or operations of its systems, plus $100 additional consideration. (F) In the event that the County, or its assigns, exercises the right to purchase or otherwise acquire all assets and property of the Association as defined above, this 6/30/95 2:51pm 4 Franchise shall terminate as of the date of Closing as defined under the Master Transfer Agreement. " SECTION 4. This Ordinance shall only take effect on September 28, 1995, and only if the following occur: A. The Association files an acceptance with the Clerk to the Board of County Commissioners, in the form attached hereto as Appendix "A" ; and B. The Okeechobee Utility Authority files an acceptance with the Clerk to the Board of County Commissioners, in the form attached hereto as Appendix "B" ; and C. A certified copy of this Ordinance is filed with the Department of State by the Clerk to the Board of County Commissioners within ten days of enactment by the Board, pursuant to Section 125.66(2) , Florida Statutes; and D. The Master Transfer Agreement has been executed by all applicable parties thereto. DONE AND ADOPTED in regular session by the Okeechobee County Commissioners this 21st day of September, 1995. ATTEST: BOARD OF COUNTY COMMISSIONERS OF OKEECHOBEE COUNTY, FLORIDA / II). & it ...ta,ial CL S • 'ON ROBERTSON, CLERK CLIF : TTS, 57R. , AIRS - ---- 'ATE OF FLORIDA / ?f � " ,:tECHOBEE COUNTY :Jt;is,::'erICy t•'S IS TO CERTIFY THAT THIS IS A .R•JE AND CORRECT COPY OF .47 RECORDS ON FILE IN THIS SEP 2 2 95 O.:Fic. '' • , - t- •N, CLE•K .-v \ 4 l r)A.. , .091116.- 1,4 D.C. -- ACCEPTANCE This Acceptance is made and entered into this day of September , 1995, by the Okeechobee Beach Water Association, Inc . , a Florida corporation (hereinafter the "Association" ) , after complying with the requirements of Section 617 . 1202 , Florida Statutes , and is hereby delivered to the Board of County Commissioners of Okeechobee County, Florida, as the governing body of Okeechobee County (hereinafter the "County" ) . WHEREAS, this acceptance shall be an appendix to the Ordinance No. 95-4 , (the "Ordinance" ) , amending Okeechobee County Ordinance No. 93-5, The Okeechobee Beach Water Association, Inc . , Water and Sewer Franchise Ordinance . W I T N E S S E T H: That the Association for and in consideration of the sum of ten dollars ( $10 ) and other valuable consideration paid by the County, receipt of which is hereby acknowledged, hereby accepts Ordinance No. 95-4 , and by its execution of this Acceptance hereby agrees , for itself and its successors and assigns , to accept all of the rights and privileges granted by the Ordinance and be bound by all the obligations thereunder. IN WITNESS WHEREOF, the Association has caused these presents to executed the date and year first above written. Attest : OKEECHOBEE BEACH WATER ASSOCIATION, INC . , a Florida not-for-profit corporation By: Secretary Print Name: (OFFICIAL SEAL) Its : Approved As To Form And Correctness : By: OBWA Attorney STATE OF FLORIDA COUNTY OF OKEECHOBEE The foregoing Acceptance was acknowledged before me by _ , who is personally known by me, as President of the Okeechobee Beach Water Association, Inc . , a Florida corporation, on behalf of the corporation. WITNESS my hand and Official Seal this day of , 1995 . Print Name: Notary Public , State of Florida Commission No. : My Commission Expires : I hereby certify that this Acceptance was duly filed with the Clerk to the Board of County Commissioners of Okeechobee County, Florida, pursuant to the terms of Okeechobee County ordinance No. 93- , on this day of , 1995 ( SEAL) ATTEST: Clerk f:\data\wld\okeechobee\21404pap.acc "B" RESOLUTION NO. 95-8 A RESOLUTION OF THE OKEECHOBEE UTILITY AUTHORITY ACCEPTING THE ADOPTION OF ORDINANCE NO. 95-4 BY THE BOARD OF COUNTY COMMISSIONERS OF OKEECHOBEE COUNTY, FLORIDA; AUTHORIZING THE OUA CHAIRMAN TO EXERCISE THE OPTION TO ACQUIRE THE ASSETS OF OKEECHOBEE BEACH WATER ASSOCIATION, INC. ; AND PROVIDING AN EFFECTIVE DATE. W I T N E S S E T H: WHEREAS, on September 21, 1995, the Board of County Commissioners of Okeechobee County, Florida, adopted Ordinance No. 95-4 , amending prior Ordinance No. 93-5, the Okeechobee Beach Water Association Franchise Ordinance; and WHEREAS, pursuant to the provisions of Section 4 .B. of said Ordinance No. 95-4, said Ordinance shall become effective upon the filing of an acceptance of said Ordinance by the Okeechobee Utility Authority; and WHEREAS, the Okeechobee Utility Authority hereby deems it in the public interest to accept the adoption of Ordinance No. 95-4 by the Board of County Commissioners of Okeechobee County, Florida. NOW, THEREFORE, BE IT RESOLVED by the Okeechobee Utility Authority Board as follows: 1 . The Okeechobee Utility Authority hereby accepts the adoption of Ordinance No. 95-4 by the Board of County Commissioners of Okeechobee County, Florida, for itself and its successors and assigns, and hereby agrees to accept all of the rights and privileges granted by Ordinance No. 95-4 and be bound by all the obligations thereunder. 2 . The Okeechobee Utility Authority hereby exercises its option to acquire the assets of the Okeechobee Beach Water Association, Inc . , at Closing, as provided under Ordinance No. 95-4 . 3 . The Okeechobee Utility Authority Chairman is hereby authorized to execute all necessary documents to effectuate the acquisition of the assets of Okeechobee Beach Water Association, Inc . , at Closing, as contemplated hereunder. 4 . The Clerk to the Okeechobee Utility Authority is hereby directed to forthwith file a certified copy of this Resolution with the Clerk to the Board of County Commissioners as an appendix to Ordinance No. 95-4 . 5 . This Resolution shall be effective immediately upon its adoption, pursuant to law. DONE AND ADOPTED in regular session by the Okeechobee Utility Authority Board this 26th day of September, 1995 . ATTEST: OKEECHOBEE UTILITY AUTHORITY By: Kim Love, Clerk Jack Coker, Chairman F:\data\mdm\OKEECHOB.RS7 2 ACCEPTANCE 1 `{ This Acceptance is made and entered into thisd 1 day of September , 1995, by the Okeechobee Beach Water Association, Inc . , a Florida corporation (hereinafter the "Association" ) , after complying with the requirements of Section 617 . 1202 , Florida Statutes , and is hereby delivered to the Board of County Commissioners of Okeechobee County, Florida, as the governing body of Okeechobee County (hereinafter the "County" ) . WHEREAS, this acceptance shall be an appendix to the Ordinance No. 95-4 , (the "Ordinance" ) , amending Okeechobee County Ordinance No. 93-5, The Okeechobee Beach Water Association, Inc . , Water and Sewer Franchise Ordinance. W I T N E S S E T H: That the Association for and in consideration of the sum of ten dollars ( $10) and other valuable consideration paid by the County, receipt of which is hereby acknowledged, hereby accepts Ordinance No. 95-4 , and by its execution of this Acceptance hereby agrees, for itself and its successors and assigns, to accept all of the rights and privileges granted by the Ordinance and be bound by all the obligations thereunder. IN WITNESS WHEREOF, the Association has caused these presents to executed the date and year first above written. Attest: OKEECHOBEE BEACH WATER 1 / c ASSOCIATION, INC. , a Florida not-for-p ofit corporation - 4� _ By: Secretary Print Name: J-ELA-J6 PEA2-C67 (OFFICIAL SEAL) Its : S1 .b&t3 Approved As To Form And Correct By: OBWA Attorney STATE OF FLORIDA COUNTY OF OKEECHOBEE LE�A�� �� 'l�e�regoing Acceptance was acknowledged before me by _ '�ccE , who is personally known by me, as President of the Okeechobee Beach Water Association, Inc . , a Florida corporation, on behalf of the corporation. 414 WITNESS my hand and Official Seal this day of 52.pftrillvL- , 1995 . OFFICIAL NOTARY SFAI W ,nA w ^ Q/l�l.l� DOLORES JARRIN ll� NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO CC426614 Print Name: 'bOLOZEs A QK/A—) MY COMMISSION EXP DR-7.14,199S Notary Public, State of Florida Commission No. : My Commission Expires : I hereby certify that this Acceptance was duly filed with the Clerk to the Board of County Commissioners of Okeechobee County, Florida, pursuant to e terms of Okeechobee County ordinance No. 9r-�L, on this y day of 3C _ p1 nhe_r , 1995 (SEAL) ATTEST: Calbta itryss� Clerk f:\data\wld\okeechobee\21404pap.acc RESOLUTION NO. 95-8 A RESOLUTION OF THE OKEECHOBEE UTILITY AUTHORITY ACCEPTING THE ADOPTION OF ORDINANCE NO. 95-4 BY THE BOARD OF COUNTY COMMISSIONERS OF OKEECHOBEE COUNTY, FLORIDA; AUTHORIZING THE OUA CHAIRMAN TO EXERCISE THE OPTION TO ACQUIRE THE ASSETS OF OKEECHOBEE BEACH WATER ASSOCIATION, INC. ; AND PROVIDING AN EFFECTIVE DATE. W I T N E S S E T H: WHEREAS, on September 21, 1995, the Board of County Commissioners of Okeechobee County, Florida, adopted Ordinance No. 95-4, amending prior Ordinance No. 93-5, the Okeechobee Beach Water Association Franchise Ordinance; and WHEREAS, pursuant to the provisions of Section 4 .B. of said Ordinance No. 95-4, said Ordinance shall become effective upon the filing of an acceptance of said Ordinance by the Okeechobee Utility Authority; and WHEREAS, the Okeechobee Utility Authority hereby deems it in the public interest to accept the adoption of Ordinance No. 95-4 by the Board of County Commissioners of Okeechobee County, Florida. NOW, THEREFORE, BE IT RESOLVED by the Okeechobee Utility Authority Board as follows : , 1 . The Okeechobee Utility Authority hereby accepts the adoption of Ordinance No. 95-4 by the Board of County Commissioners of Okeechobee County, Florida, for itself and its successors and assigns, and hereby agrees to accept all of the rights and privileges granted by Ordinance No. 95-4 and be bound by all the obligations thereunder. 2 . The Okeechobee Utility Authority hereby exercises its option to acquire the assets of the Okeechobee Beach Water Association, Inc. , at Closing, as provided under Ordinance No. 95-4 . 3 . The Okeechobee Utility Authority Chairman is hereby authorized to execute all necessary documents to effectuate the acquisition of the assets of Okeechobee Beach Water Association, Inc . , at Closing, as contemplated hereunder. 4 . The Clerk to the Okeechobee Utility Authority is hereby directed to forthwith file a certified copy of this Resolution with the Clerk to the Board of County Commissioners as an appendix to Ordinance No. 95-4. 5 . This Resolution shall be effective immediately upon its adoption, pursuant to law. DONE AND ADOPTED in regular session by the Okeechobee Utility Authority Board this 26th day of September, 1995. AT - OKEECHOBEE UTILITY AUTHORITY 11141410 Ad. • Kim ove, , lerk tick Coker, Chairman i STATE OF FLORIDA ) COUNTY OF OKEECHOBEE) I , KIMBALL LOVE, certify that this is a true and correct copy of Resolution No. 95-8, adopted by the Okeechobee Utility Authority Board on September 26, 1995. 1 i K'mball Love, Clerk (SEAL) F:\data\mdo\OKEECHOB.RS7 2 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT made and entered into this c2 r1 day of September, 1995, by and between the CITY of OKEECHOBEE, FLORIDA, a political subdivision of the State of Florida (the "City" ) , and the OKEECHOBEE UTILITY AUTHORITY, a utility authority created by interlocal agreement ( "OUA" ) . W I T N E S S E T H: WHEREAS, the City, Okeechobee County, Florida (the "County" ) , the Okeechobee Beach Water Association, Inc . ( "OBWA" ) , and OUA have entered into that certain Master Transfer Agreement dated July 13 , 1995, pursuant to which the City Utilities, County Utility, and OBWA Utility are to be transferred to OUA; and WHEREAS, certain uses and services which are necessary to the efficient operation of the City Utilities are currently funded through the City' s General Fund; and WHEREAS, in order for OUA to operate the Utility Systems after transfer to OUA, OUA desires that certain uses and services currently funded through the City' s General Fund continue to be provided to OUA by the City pursuant to the terms and conditions of this Interlocal Agreement; and WHEREAS, the City is willing to provide these uses and services to OUA, pursuant to the provisions of this Agreement . NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, the City and OUA agree as follows : 1 . Term. The term of this Agreement shall commence on the date of Closing, as defined in the Master Transfer Agreement, and continue through September 30, 1996 . Thereafter, subject to the notice provisions provided in Paragraph 5 below, this Agreement shall be automatically renewed for additional one year terms coinciding with the City' s budget year commencing on October 1 and ending on September 30 of the following year. 2 . Uses and Services . The City hereby agrees to provide to OUA during the term of this Agreement the following uses and services : a. Office Space. Use of office space currently located at 55 SE 3rd Avenue, Okeechobee, consisting of approximate- ly 1, 250 square feet . The office space shall include the use of the copy machine, phone lines, fax and utilities . Annual fee - $20, 000 . 00 . 9/26/95 6:51pm b. Financial Services . Financial services shall include payroll, accounting and other associated data processing functions . Annual fee - $20, 000 . 00 . c . Maintenance Barn. Use and access to the current maintenance barn utilized by Public Utilities located at 500 NW 11th Avenue, Okeechobee. Such use shall also include half of the real property for storage of equipment and materials . Annual fee - $45, 000 . 00 . d. Police Dispatch. Use of police dispatch services after normal working hours, weekends and holidays and of the City' s radio frequency to conduct OUA operations . OUA will be responsible for any penalties levied by the FCC for violation of rules associated with the use by OUA personnel . OUA will also defend the City against the FCC if any violations of FCC rules warrant either suspension or revocation of the City' s license due to use by OUA personnel . Annual fee - $15, 000 . 00 . 3 . Payment . OUA shall pay the City the total amount of annual fees listed above for the uses and services provided to OUA by the City under this Agreement, on a prorated monthly basis beginning with the date of commencement of operation of the Utility Systems by OUA. 4 . Modification. OUA and the City shall have the right to modify the terms of this Agreement to the extent of reducing the uses and services to be provided by the City under this Agreement upon providing the other with sixty (60) days prior written notice. In the event the uses and services provided to OUA by the City have been reduced pursuant to the provisions of this Paragraph, OUA' s payments to the City shall thereafter be reduced by the prorated amount of the applicable annual fees listed above. Any additional services will be at a mutually agreed to fee for such services . 5 . Termination. Upon written notice to the other party, provided in accordance with Paragraph 12 below at least ninety (90) days prior to the end of the then current term of this Agreement, either party may terminate this Agreement effective upon the termination of the then current term. 6 . Billing Service Charges . OUA shall handle all billing for City garbage collection and shall issue a consolidated bill for water, sewer and garbage ( "Bill" ) to each water, sewer or garbage customer, and in compensation therefor, OUA shall receive eighty cents ($ . 80) per Bill . OUA also agrees to discontinue water and/or wastewater service to any City customer who fails to pay the garbage portion of the consolidated bill . Further, either party may terminate this provision separate and apart from the remaining provisions of this Agreement, upon ninety (90) days prior written notice to the other party. 9/26/95 6:51pm 2 7 . Attorneys' Fees . In the event of any litigation arising under this Agreement, the prevailing party in such litigation shall be entitled to recover all reasonable attorneys' fees and court costs incurred in the litigation from the other party. 8 . Entire Agreement . This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and except as provided under Paragraph 4 above, this Agreement may only be amended by a written instrument executed by both parties . 9 . Governing Law and Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of any legal or equitable action arising under this Agreement, the venue of such action shall lie exclusive- ly within Okeechobee County, Florida, and the parties hereby waive any other jurisdiction and venue . 10 . Assignment . This Agreement may not be assigned by any party without the prior written consent of the other party. 11 . Waiver. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party or parties against whom the waiver is charged. 12 . Notices . All notices, requests, demands and other communications hereunder shall be in writing and personally delivered or sent by registered or certified mail to the following addresses : If to the City: 55 SE Third Avenue Okeechobee, Florida 34974 If to OUA: Jack Coker, Chairman c/o Kim Love, Interim Executive Director 205 E. North Park Street Okeechobee, Florida 34972 However, either party may, from time to time, give to the other party written notice of some other address to which communi- cation to such party shall be sent, in which event notices to such party shall be personally delivered or sent by registered or certified mail to that address . Notice shall be deemed effectively given hereunder when personally delivered or deposited in the United States mail, postage prepaid, registered or certified, return receipt requested. 9/26/95 6:51pm 3 13 . Unenforceability; Invalidity. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not, if possible, affect the validity or enforceability of any other provision hereof, and this Agreement shall, in that event, be construed in all respects as if the invalid or unenforceable provisions were omitted. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: CITY OF OKEECHOBEE, FLORIDA • 1 .//' <1K. !' - By: _1/,,.. IjdAri'l lerk M '.r APPROVED AS TO FORM AND CORRECTNESS : )-ti‘ Bc City Attorney T: OKEECHOBEE UTILITY AUTHORITY B ! / fig 1 Sec -tagy airman APPROVED AS TO FORM AND CORRECTNE . I By: A " ority £t orney F:\data\mdm1w1MOKEECHOB.SA2 9/26/95 6:51pm 4 ORE;_ ;1 OF 11 City of Okeechobee ,a Z.E. Third Avenue • Okeechobee, Florida 34974-2932 • 813/ 63-33 2 September 28 , 1995 Chairman and Members of Okeechobee Utility Authority re : Okeechobee Utility Authority Ladies and Gentlemen: I have acted as City Attorney for the City of Okeechobee, Florida (the "City") , in connection with the execution of the Master Transfer Agreement , dated July 13 , 1995 (the "Master Transfer Agreement") and the transfer by the City of the City Utilities (the "System") to the Okeechobee Utility Authority ( "OUA") and the execution of certain Escrow Deposit Agreements , dated as of September 15 , 1995 , between OUA and City and Escrow Trustee ( the "Escrow Agreements") , which provide for the defeasance of the outstanding City Bond Issues , as defined in the Master Transfer Agreement . The Master Transfer Agreement was approved and authorized by Resolution No. 95- 7 adopted by the Okeechobee City Council ( the "Council ") on July 11 , 1995 . Pursuant to Resolution No. 95-7, adopted July 11 , 1995 , the Council authorized the City officers to execute the necessary documents , including the Escrow Agreements , to transfer the System to OUA in accordance with the Master Transfer Agreement . Resolution No . 95- 7 and ordinance N/A as amended and supplemented are herein collectively referred to as the "Transfer Authorizations . " Capitalized terms used and not defined herein shall have the meanings set forth in the Transfer Authorizations . Based thereon, I am of the opinion that , under existing law: 1 . The City is a municipality existing under the laws of the State of Florida , duly organized and validly existing, and has full legal right, power, and authority to execute and deliver the Mater Transfer Agreement and the Escrow Agreements , and to consummate the transactions contemplated thereby . 2 . The Transfer Authorizations have been duly and validly adopted by the Council and are in full force and effect . 3 . The execution and delivery of the Master Transfer Agreement and the consummation by the City of the transactions contemplated thereby have been duly and validly authorized by all Chairman and Member of Okeechobee Utility authority September 28 , 1995 Page 2 necessary action of the City . The Master Transfer Agreement and the Escrow Agreements have been duly executed and delivered by the City, and they, together with all of their Exhibits , constitute the valid and binding agreements of the City, enforceable against the City in accordance with its or their 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 . 4 . To the best of my knowledge, after due inquiry, there are no actions , suits or proceedings , at law or in equity, pending or, to the best of counsel ' s knowledge, threatened against the City before any federal , state, county , municipal or government court , department , commission, board, bureau, agency or other instrumentality that may involve the possibility of any judgment , assessment or liability that would affect the City' s ability to consummate the transaction contemplated by the Master Transfer Agreement or the Escrow Agreements or which would impair or hinder the City ' s ability to carry out the covenants and agreements of the City contained therein which are to be carried out or performed by the City on or after the date thereof to or for the benefit of OUA. 5 . To the best of my knowledge, after due inquiry , there is no legal , administrative, governmental or other suit , action, arbitration, proceeding or investigation pending or threatened against or affecting the City which seeks to enjoin the performance of any or all of the provisions of this Master Transfer Agreement or the Escrow Agreements or raises any issue as to the validity or enforceability of the Master Transfer Agreement or the Escrow Agreements or of an action taken or to be taken by the City under the Transfer Authorizations . Sincerely, \\25:\A"NZLOL- John R. Cook City Attorney JRC. rb LL _31 . C( 9S (i H i BURTON C. CONNER. P.A. ATTORNEYS AND COUNSELORS AT LAW 301 NORTHWEST F7R'T1i STRI:ILT C)K)fECHOH)iJr.FLOR)))A H4'71;4504 Ilti'WVON C.CONNER DEBORAH Af.HOOKER TELEPHONE September 26, 1995 m41,4(174.900 PAC:SIMILE VIA HAND DELIVERY W41)407 0131.6 Chairman and Members of Okeechobee Utility Authority Re: Okeechobee Utility Authority Ladies and Gentlemen: I have acted as counsel for Okeechobee Beach Water Association, Inc. ("OBWA"), in connection with the execution of the Master Transfer Agreement, dated July 13, 1995 (the "Master Transfer Agreement") and the transfer by OBWA and its related entity, Kings Bay Water Company ("Kings Bay") of the OBWA and Kings Bay Utilities (collectively, the "System") to the Okeechobee Utility Authority ("OUA"). The Master Transfer Agreement was approved and recommended to the membership of OBWA by Resolution 95-1 adopted by the Board of Directors of OBWA on June 27, 1995. The Master Transfer Agreement was presented to and approved by the membership of OBWA at a special meeting of the membership held on July 11, 1995. Pursuant to Resolution 95-2 adopted by the Board of Directors after the special meeting of the membership on July 11, 1995, the officers of OBWA were authorized to execute the necessary documents to transfer the System to OUA in accordance with the Master Transfer Agreement. Resolution 95-1. and Resolution 95-2 are herein collectively referred to as the "Transfer Resolution." Capitalized terms used and not defined herein shall have the meanings set forth in the Transfer Resolutions. Based thereon, I am of the opinion that, under existing law: 1. OBWA is a corporation not-for-profit of the State of Florida, duly organized and validly existing, and has full legal right,power, and authority to execute and deliver the Master Transfer Agreement and to consummate the transactions contemplated thereby. 2. The Transfer Resolutions have been duly and validly adopted by the Board of Directors of OBWA and are in full force and effect. 3. The execution and delivery of the Master Transfer Agreement and the consummation by OBWA of the transactions contemplated thereby have been duly and validly authorized by all necessary action of OBWA. The Master Transfer Agreement has been duly executed and delivered by OBWA, and it, together with all of its exhibits constitute a valid and binding agreement of OBWA, enforceable against OBWA in accordance with its terms except that the binding effect and enforceability are subject to . it.L : 1 - _,i3-40/ 14 , September 26, 1995 Page 2 Okeechobee Utility Authority 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. 4. To the best of my knowledge, after due inquiry, there are no actions, suits or proceedings, at law or in equity, pending or, to the best of counsel's knowledge, after due inquiry, threatened against OBWA before any federal, state, county, municipal or government court, department, commission, board, bureau, agency or other instrumentality that may involve the possibility of any judgment, assessment or liability that would affect OBWA's ability to consummate the transaction contemplated by the Master Transfer Agreement or which would impair or hinder OBWA's ability to carry out the covenants and agreements of OBWA contained therein which are to be carried out or performed by OBWA on or after the date hereof to or for the benefit of OVA. 5. To the best of my knowledge, after due inquiry, there is no legal, administrative, governmental or other suit, action, arbitration, proceeding or investigation pending or threatened against or affecting OBWA which seek to enjoin the performance of any or all of the provisions of this Master Transfer Agreement or raises any issue as to the validity or enforceability of the Master Transfer Agreement or of an action taken or to be taken by OBWA under the Transfer Resolutions. • Sine , urton C. Conner Attorney for OBWA cc: Board of Directors of OBWA Board of County Commissioners '0± .... ``` County Attorney Okeechobee County =; 1917 g Cassels & McCall Post Office Box 968 ",,,,11111111\\`'' 209 N.W. 4th Avenue OKEECHOBEE, FLORIDA 34972 (941)467-6900• Fax#(941)763-1031 September 27, 1995 Chairman and Members of Okeechobee Utility Authority RE: OKEECHOBEE UTILITY AUTHORITY Ladies and Gentlemen: I have acted as County Attorney for Okeechobee County, Florida (the "County), in connection with the execution of the Master Transfer Agreement, dated July 13, 1995 (the "Master Transfer Agreement") and the transfer by the County of the County Utility (the "System") to the Okeechobee Utility Authority ("OUA"). The Master Transfer Agreement was approved and its execution authorized by motion of the Board of County Commissioners of Okeechobee County, Florida (the "Board") on July 13, 1995. This action together with the Master Transfer Agreement authorizes the County officers to execute the necessary documents to transfer the System to OUA in accordance with the Master Transfer Agreement. The minutes dated July 13, 1995 together with he Master Transfer Agreement are herein collectively referred to as the "Transfer Resolution." Capitalized terms used and not defined herein shall have the meanings set forth in the Transfer Resolutions. Based thereon, I am of the opinion that , under existing law: 1. The County is a political subdivision of the State of Florida, duly organized and validly existing, and had full legal right, power, and authority to execute and deliver the Master Transfer Agreement, and to consummate the transactions contemplated thereby. 2. The Transfer Resolution has been duly and validly adopted by the Board and are in full force and effect. 3. The execution and delivery of the Master Transfer Agreement and the consummation by the County of the transactions contemplated thereby have been duly and validly authorized by all necessary action of the County. The Master Transfer Agreement has been duly executed and delivered by the County, and it, together with all of its Exhibits, constitute the valid and binding agreements of the County, enforceable against the County in accordance with its terms except that the binding effects 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 Susan B. Hughes Gene Woods Clif Betts,Jr. John W. Abney, Sr. Clois J. Harvey George A. Long District 1 -16989 District 2 District 3 District 4 District 5 County Administrator Page 2 RE: Okeechobee Utility Authority generally and except to the extent that enforceability thereof may be limited by the application of principles of equity. 4. To the best of my knowledge after due inquiry, there are no actions, suits or proceedings, at law or in equity, except the actions disclosed in the Master Transfer Agreement, pending or, to the best of counsel's knowledge after due inquiry, threatened against the County before any federal, state, county, municipal or government court, department, commission, board, bureau, agency or other instrumentality that may involve the possibility of any judgment, assessment or liability that would affect the County's ability to consummate the transaction contemplated by the Master Transfer Agreement or which would impair or hinder the County's ability to carry out the covenants and agreements of the County contained therein which are to be carried out or performed by the County on or after the date hereof to or for the benefit of OUA. 5. To the best of my knowledge after due inquiry, there is no legal, administrative, governmental or other suit, action, arbitration, proceeding or investigation pending or threatened against or affecting the County which seeks to enjoin the performance of any or all of the provisions of this Master Transfer Agreement or the Escrow Agreements or raises any issue as to the validity or enforceability of the Master Transfer Agreement or the Escrow Agreements or of an action taken or to be taken by the County under the Transfer Resolution. With kindest regards, I am Sincerely, i '(a.61(1/(' JO N D. CASSELS, JR. JDC/msp Enclosures: As stated. -16989 DEAN, MEAD & MINTON ATTORNEYS AND COUNSELORS AT LAW ■903 SOUTH 25TH STREET 407) 464 7700 0 80% 2757 SUITE 200 •07) 562 7700 ,C5T PIERCE, FLC RiDA 3495+ 2757 FORT PIERCE, FLORIDA 34947 FAY )407) 464 7677 September 28, 1995 Chairman and Members of Okeechobee Utility Authority Hanifen Imhoff, Inc . - Underwriters Bank of New York Trust Company of Florida - Trustee Re: Okeechobee Utility Authority Series 1995 Bonds Acquisition Counsel Opinion Letter Ladies and Gentlemen: We have served as acquisition counsel to the Okeechobee Utility Authority ( "OUA" ) in connection with ( i) negotiation of that certain Master Transfer Agreement (the "Agreement" ) dated July 13, 1995, by and between Okeechobee County, Florida (the "County" ) , the City of Okeechobee, Florida (the "City" ) , Okeechobee Beach Water Association, Inc . ( "OBWA" ) , and OUA; ( ii) limited due diligence efforts on behalf of OUA, as the transfer has been an "AS IS, WHERE IS " transaction; and (iii) closing the transfer of the Utilities Systems, as contemplated by the Agreement. OUA has requested that, pursuant to the Bond Purchase Agreement dated September 21, 1995, we express our opinion as to certain matters . In connection with rendering this opinion, we have examined the Agreement and the documents contemplated by the Agreement to be executed at closing that we have the responsibility to prepare. It is our understanding that in addition to our opinion, the law firm of Squire, Sanders & Dempsey ( "Disclosure Counsel" ) has relied upon (i) opinions, certificates, correspondence, and other information furnished by the City, employees of the City, the County, employees of the County, OBWA, and employees of OBWA (collectively, the "Employees " ) , and other professionals, includ- ing, but not limited to, financial consultants, accountants, attorneys and engineers engaged by the City, County, OBWA, and OUA (collectively, the "Consultants" ) ; (ii) upon representations and/or DEAN,MEAD,EGERTD ON,N,BLOOOWORTH, DEAN DEAN, "IR(V*RO cOU"77 SPIELVOGEL,GOLDMAN 6 BOYD CAPOUANO 6 BOZARTH,P.A. ,.07)e.■-■200 MEAD (.07)•53 2333•H07)259 9900.407)125 9313 Chairman and Members of Okeechobee Utility Authority Hanifen Imhoff, Inc . - Underwriters Bank of New York Trust Company of Florida - Trustee September 28 , 1995 Page 2 certifications contained in the Agreement or to be delivered pursuant to the Agreement; and/or ( iii) upon such other documents and data as Disclosure Counsel has deemed appropriate (collective- ly, the "Other Disclosure Information" ) . It is, therefore, understood that, except as otherwise specifically stated herein, or in our Issuer' s Counsel Opinion Letter of even date, we do not opine as to any of the information or matters discussed in such Other Disclosure Information. We have not made an independent search of the books and records of the City, County, or OBWA, or the public records of Okeechobee or Glades County, Florida, or the Secretary of State of Florida. We express no opinion as to the status of title to, or the location of, any property transferred to OUA, and our opinions expressed herein are qualified accordingly. We are Florida lawyers and, accordingly, limit this opinion in every respect to the laws of the State of Florida and express no opinion with respect to the laws of any other state jurisdiction or the laws of the United States. Based on the above-described review, and subject to the qualifications, assumptions, and limitations hereinbefore and hereinafter specified, we offer our opinion to you as to the following: 1 . Assuming that proper procedures were followed and authority given by the City, the County, and OBWA, the Agreement constitutes the valid and binding obligation of OUA. 2 . The closing of the transaction contemplated by the Agreement took place in accordance with the provisions of the Agreement, and the parties have taken such additional actions as they deem appropriate to close the transaction. 3 . The Agreement contains further assurance provisions pursuant to which the County, the City, and OUA shall cooperate to address issues arising subsequent to the closing relating to effectuating the intent of the Agreement. 4 . To the best of our knowledge, as defined hereunder, the information, when viewed in the aggregate, provided by this firm to Disclosure Counsel, in preparation of the Official Statement, does not contain an untrue statement of material fact, Chairman and Members of Okeechobee Utility Authority Hanifen Imhoff, Inc . - Underwriters Bank of New York Trust Company of Florida - Trustee September 28, 1995 Page 3 nor does the information we provided omit, to the best of our knowledge, any material facts . In addition to the foregoing, our opinions stated in this letter are subject to the following limitations and qualification: a. You understand and acknowledge that certain information used by us to prepare documents and/or advise OUA has been provided by the City, County, OBWA, the Employees and/or the Consultants . Although nothing has come to our attention which would cause us to question, or give us reasonable grounds to question, the accuracy of information provided to us by the City, County, OBWA, the Employees and/or the Consultants, we have not made any independent review or investigation to discover the truth or falsity of such information. b. We have assumed the genuineness of all signatures, the sufficiency of all considerations recited, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the accuracy and completeness of all corporate records made available to us by the City, the County, OBWA, OUA, the Employees and/or the Consultants . c . The enforceability of OUA' s obligations under the Agreement is subject to all application of equitable principles in any proceeding (legal and equitable) involving the enforcement of any of the provisions of the Agreement. For example, general principles of equity may limit the availability or enforceability of any of the remedies, covenants, waivers or other provisions of the Agreement or the availability of injunctive relief or other equitable or self-help remedies . d. The opinions expressed herein are rendered as of the date hereof and do not purport to analyze, evaluate or consider the legal effect of any events subsequent to the date herein. We do not undertake (and expressly disclaim) any obligation to inform you of any changes in facts, statutes, rules, regulations or case law coming to our attention or occurring after the date of this letter. e. The enforceability of the terms and provisions of the Agreement is subject to evolving or hereinafter decreed State and/or Federal Constitutional requirements . Chairman and Members of Okeechobee Utility Authority Hanifen Imhoff, Inc . - Underwriters Bank of New York Trust Company of Florida - Trustee September 28, 1995 Page 4 f . We express no opinion as to the genuineness or accuracy of any opinion, certificate, correspondence or information provided by the Employees or the Consultants . g. You understand that consent to assignment of certain documents and the transfer of certain permits have been requested, but not yet received, from the appropriate parties . At this time, we have no reason to believe that such consent will not be granted; however, we express no opinion as to such matters . h. You understand that our involvement in preparation of the Official Statement has been limited to reviewing the work product of Disclosure Counsel and commenting thereon. To this extent, we have relied upon Disclosure Counsel to meet any and all applicable requirements in preparation of the Official Statement. We expressly disclaim any responsibility for the degree of specificity contained in the general statements set forth in the Official Statement. i. The term "best of our knowledge, " as used in this opinion letter, means our factual knowledge based on our review of the Agreement and involvement in the transactions described therein. We have undertaken no independent review, investigation or inquiry of any other factual matters . This opinion is expressed solely to you in connection with this transaction. It may be relied upon solely by you, but if ever quoted or reproduced, in whole or in part, to or for any other third party, it may not be relied upon by such third party without our prior, written consent, which may be withheld in our sole and absolute discretion. Very truly yours, DEAN, MEAD, EGERTON, BLOODWORTH, CAPOUANO & BOZARTH, P.A. , d b/a DEAN, M O . MIN • / / By: ' err Its : Vice President F:\KCC\DOC\OKEECH08.0L2 dER,I. .D : . SEE No . ,.- P . `J` ' ,11''',x, � ' LEONARD BERGER Insurance Agency •rJXyG��� Li�,7Ia1��LdI rZ' ' •j'' "'• -" I' U isox 158 • C FFCHORFF. FLORIDA 34473 • FAX 41313•783•A540 • 600.•30-00:40 • - •� 800£•011TH PARROTT AVENUE • OKEECHOBEE. FLORIDA 34074 • LOCAL(RI3) 703 0411 y'' 1 INSURING THE LAKE OKEECHOBEE AREA September 26, 1995 SINCE 1950 VIA FAX Ms. Kim Love, Interim Adm. Okeechobee Utility Authority 205 East North Park Street Okeechobee, FL 34972 Dear Ms. Love: You have asked for a statement clarifying coverage on a claim involving the Okeechobee Health Care Facility. This claim has been paid by Crum & Forster, the insurance carrier for the nursing home. Crum & Forster is now subrogating against Titan Indemnity, the insurance carrier for the City of Okeechobee. The Utility Authority will not be involved in this subrogation process. The City's policy is written on an "occurrence" basis and the claim occurred, officially at least, on February 16, 1995. If the City is found to be negligent, Titan Indemnity will have the responsi- bility for dealing with payment of the claim. If we can be of furth, assistance, please contact us. SincT .e • Philip Y. Berger President cc: Mr. John Cook, City Attorney, City of Okeechobee, 55 sn 3rd Ave, , Okeechobee, FL 311974 Titan Indemnity, P. 0, Box 60007, San Antonio, TX 78209 i,II: F OR if C>)l.'IPS U IIVciuIfii UfaNtg t:Ind F of iAT1a I1VIIl.~1?g 1"..w3 k k • IV _H L""'�•I • ...•... U • J- *..rw.■y J I w U L 1.m.. 7;;.......j J •.w�l!!V U ,++ter. r •....w ...�.. 511r „ '_ LEONARD BERGER Insurance Agency i G tit 11 A 2 gP/X6m7(d PG Autiotea ♦!'1iaoriInoe. ►• n eUX 1 aO • VKPF.C.NUUL F. FLOR11tA 14073 • FAX MCI J•%61.4569 • GOO GAG-CWbb • • • 4)00 SOUL II r•AR11Vl T AVENUL • OKELCHOAEE, 1 LUR#OA 341+74 • LUGAL(NIS)7GJ-64I 1 INSURING l'HE LAKE OKECCHOBEF ARCA September 30, 1995 SINCE 1950 Ms. Kim Love, Interim Admin. Okeechobee Utility Authority 205 E.N. Park Street Okeechobee FL 34972 Dear Ms. Love: You have asked for a statement clarifying coverage on a claim involving Palm Village Club House. The City of Okeechobee's policy is written on an "Occurrence" basis and the claim occurred in August of 1995 according to the letter from Doak S. Campbell III. If the City is found to be negligent, Titan Indemnity Company will have the responsibility of dealing with payment of the claim. Sincerely, Peggy i ons SEA' 11! $ rors ' UN U liC=M 14 CIS &Ind iF..:)MTE EP IN THE CIRCUIT COURT NINETEENTH JUDICIAL CIRCUIT OKEECHOBEE COUNTY, FLORIDA CASE NO. : 93-555-CA JUDGE: JOHN E. FENNELLY OKEECHOBEE BEACH WATER ASSOCIATION, INC. , Plaintiff, vs . CITY OF OKEECHOBEE, FLORIDA, and OKEECHOBEE COUNTY, FLORIDA, QD Defendants . I / CITY OF OKEECHOBEE, FLORIDA, .� Defendant/Counter- 1 - _ � _- Plaintiff, 1 ,o vs . o OKEECHOBEE BEACH WATER ASSOCIATION, INC. , Plaintiff/Counter- Defendant . CITY OF OKEECHOBEE, FLORIDA, Defendant/Cross- Plaintiff, vs. OKEECHOBEE COUNTY, FLORIDA, et al . , Defendant/Cross- Defendants . STIPULATION FOR VOLUNTARY DISMISSAL Plaintiff/Counter-Defendant, OKEECHOBEE BEACH WATER ASSOCIA- TION, INC. , Defendant/Counter-Plaintiff/Cross-Plaintiff, CITY OF OKEECHOBEE, FLORIDA, and Defendant/Cross-Defendants, OKEECHOBEE COUNTY, FLORIDA, et al . , by and through their undersigned counsel, hereby stipulate and agree that the above cause shall stand voluntarily dismissed with prejudice upon the filing of this Stipulation, all matters between them having been resolved. Each party shall bear their own costs and attorneys' fees . c D L urton C. Conner John R. Cook, City Attorney Florida Bar No.paSLKs/ Florida Bar No. 2w,cis 301 N.W. Fifth Street 202 N.W. Fifth Avenue Okeechobee, FL 34972 Okeechobee, FL 34972 (813) 467-8800 (813) 467-0297 and and Steve Walker, Esq. Richard A. Lotspeich Florida Bar No. Florida Bar No. Messer, Vickers, Caparello, Fred McCormack Lewis, Goldman & Metz Florida Bar No. 200 Palm Beach Lakes Blvd. , LANDERS & PARSONS Suite 900 Post Office Box 271 West Palm Beach, FL 33409 Tallahassee, Florida 32302 (407) 640-0820 (904) 681-0311 Counsel for Plaintiff/Counter- and Defendant, OKEECHOBEE BEACH WATER ASSOCIATION, INC. Michael Wm. Morell Florida Bar No. 310 W. College Ave . , Room 222 Tallahassee, Florida 32301-1406 (904) 425-8300 Counsel for Defendant/Counter- Plaintiff/Cross-Plaintiff, CITY OF OKEECHOBEE �� . o D. Casse s, Jr. C'.unty Attorney lorida Bar No. 26 1 CASSELS & MCCALL Post Office Box 968 Okeechobee, FL 34973 (813) 763-3131 2 and Mark G. Lawson Florida Bar No. Greg Stewart Florida Bar No. Nabors, Giblin & Nickerson, P.A. Barnett Bank Building, Ste . 800 315 Calhoun Street Tallahassee, FL 32301 Counsel for Defendant/Cross- _ Defendants, OKEECHOBEE COUNTY, FLORIDA, et al . f:\data\mdm\okecchobee.vd2 3 STATE OF FLORIDA DIVISION OF ADMINISTRATIVE HEARINGS CITY OF OKEECHOBEE, Petitioner, vs. DOAH CASE NO. 93-5505 SOUTH FLORIDA WATER MANAGEMENT DISTRICT and OKEECHOBEE BEACH WATER - ASSOCIATION, INC., Respondents. PETITIONER'S MOTION FOR DISMISSAL COMES NOW, Petitioner, CITY OF OKEECHOBEE, by and through its undersigned counsel, and requests the entry of a dismissal with prejudice of the above cause against Respondents, SOUTH FLORIDA WATER MANAGEMENT DISTRICT and OKEECHOBEE BEACH WATER ASSOCIATION, INC., the parties having amicably settled same. I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by U.S. Mail to all parties listed on the attached Service Schedule on this ,,?g day of September, 1995. Richard A. Lotspeich Florida Bar. No. 593060 Fred McCormack Florida Bar No. 256676 LANDERS & PARSONS Post Office Box 271 Tallahassee, Florida 32302 (904) 681-0311 and Michael Wm. Morell Florida Bar No. 570280 310 W. College Ave., Room 222 Tallahassee, Florida 32301-1406 (904) 425-8300 Counsel for Petitioner, CITY OF OKEECHOBEE 2 SERVICE SCHEDULE Cecile I. Ross, Esq. South Florida Water Management District Post Office Box 24680 West Palm Beach, Florida 33416-4680 Stephen A. Walker, Esq. Messer, Vickers, Caparello 2000 Palm Beach Lakes Boulevard, Suite 900 _ West Palm Beach, Florida 33409 Counsel for Respondent, OKEECHOBEE BEACH WATER ASSOCIATION, INC. Burton C. Conner, Esq. 301 N.W. Fifth Street Okeechobee, Florida 34972-2564 Counsel for Respondent, OKEECHOBEE BEACH WATER ASSOCIATION, INC. F:\data\mdm\OKEECHOB.V D 1 3 BEFORE THE FLORIDA PUBLIC SERVICE CCOMMISSION In Res Request For Exemption ) DOCKET NO. 951000-WS From Florida Public Service ) ORDER NO. PSC-95-1182-POP-W8 Commission Regulation For ) ISSUED: September 20, 1995 Prevision of Water and ) Wastewater Service in Okeechobee ) and Glades Counties by ) Okeechobee Utility Authority. ' ) ORD a; _ND _._ ?It 3140 I_ . . . ti Or OKSBCIIOBEE UTILITY AU2I10RITY_AND CLOSI49 DOCKET BY THE 60MMISSION: On August 24, 1995, Okeechobee Utility Authority filed an application with this Commission for recognition of its exempt statue, pursuant to Section 367.022(2) , Florida Statutes. Okeeohobee Utility Authority is a political subdivision of the State of Florida. Okeechobee Utility Authority's system is located at 205 East North Park Street, Okeechobee, Florida. Kenneth C. crooks, Attorney for Okeechobee Utility Authority, filed the application on its behalf. The primary contact person is Ms. Kimball Love. Upon request and sufficient proof, the Commission will issue an order indicating the nonjurisdi.ctioual or exempt statue of water or wastewater systems if they qualify under the appropriate provision of Chapter 367, Florida Statutes. The applidation was filed in accordance with Section 367.022(2) , Florida Statutes, and Rule 26-30.060, Florida Administrative Code. Section 367.022(2) , Florida Statutes, states that " (ejystems owned, operated, managed, or controlled by governmental authorities" are exempt from Commission regulation. Included with Okeechobee Utility Authority's application was a statement that the system is awned, operated, managed, or controlled by a political subdivision of the State of Florida. Okeechobee Utility Authority provides water and wastewater service, and the service area is all of Okeechobee County and the Buckhead area of Glades County, Florida. In addition, pursuant to Section 837.06, Florida Statutes, and Rule 25-30.060(2) (f) , Florida Administrative Code, anyone knowingly ORDER NO. PSC-96-1182-FOF-WS DOCKET NO. 961000-WS PAGE 2 making a false statement in writing with the intent to mislead is guilty of a misdemeanor. By signing the application, Mr. Crooks acknowledged that he is aware of Section 837.06, Florida Statutes, and the penalties for making false statements in the application. Based on the facts as represented, we find that Okeechobee Utility Authority is exempt from our regulaticai pursuant to Section 367.022 (6) , Florida Statutes. However, should there be any change in circumstance' or method of operation, a representative of Okeechobee Utility Authority or any successors in interest, must inform the Commission within 30 days of such change so that its exempt status may be reevaluated. It is, therefore, ORDERED by the Florida Public Service Commission that, based upon the facts as represented, Okeechobee Utility Authority, 20S East North Park Street, Okeechobee, Florida 34972, is exempt from Commission regulation pursuant to the provisions of Section 367.022 (6) , Florida Statutes. It is further ORDERED that should there be any change in circumstances or method of operation, a representative of Okeechobee Utility Authority or any successors in interest, shall inform this Commission within. 30 days of such a change so that we may reevaluate its exempt statue. It is further ORDERED that this docket is hereby closed. By ORDER of the Florida Public Service Commiesion, ' this 20th day of ,4spxembex, 3.99S. BLANCA S. BAYS, Director Division of Records and Reporting by:/s/ Kay Flynn. Chief, Bureau of Records This is a facsimile copy. A signed copy of the order may be obtained by calling 1-904-413-6770. ( SEAL ) ALC ORDER NO. PsC-95-1182-FOF-WS DOCItET NO. 951000-WS PAGE 3 NOTICE QF FURTHER PROCEEDINGS OR CIEDICIALREVJEW The Florida Public Service Commission is required by Section 120.59(4) , Florida Statutes, to notify parties of any administrative hearing or judicial review of Commission orders that is available under Sections 120.57 or 120.68, Florida Statutes, as well as the procedures and time limits that apply. This notice should not be construed to mean all requests for an administrative hearing or judicial review will be granted or result in the relief sought. Any party adversely affected by the Commission's final action in this matter may request: 1) reconsideration of the decision by filing a motion tor reconsideration with the Director, Division of Records and Reporting, 2540 Shumard Oak Boulevard, Tallahassee, Florida 32399-0050, within fifteen (15) days of the issuance of this order in the form prescribed by Rule 26-22 .060, Florida Administrative Code; or 2) judicial review by the Florida Supreme Court in the case of an electric, gas or telephone utility or the First District Court of Appeal in the ease of a water and/or wastewater utility by filing a notice of appeal with the Director, Division of Records and Reporting and filing a copy of the notice of appeal and the filing fee with the appropriate court. This filing must be completed within thirty (30) days after the issuance of this order, pursuant to Rule 9.110, Florida Rules of Appellate Procedure. The notice of appeal must be in the form specified in Rule 9.900 (a) , Florida Rules of Appellate Procedure. OR 18 4 :3PG ?. 013 n ' 370 Pcr1177 IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIR- 1`)cl tk.hiw ' A T, CUIT OF FLORIDA, IN AND to FOR LEON COUNTY, FLORIDA. t . - ' uqs y CASE NO. CV 95-03471 td OKEECHOBEE UTILITY AUTHORITY, ) _ _ )Plaintiff, ) vs. ) - Lo THE STATE OF FLORIDA, et al. , ) _ - - NJ CT Defendants. ) _' - °- o FINAL JUDGMENT The above and foregoing cause has come on for final hearing on the date and at the time and place set forth in the Order to Show Cause heretofore issued by this Court and in the notice addressed to the State of Florida and the several property owners, taxpayers, citizens and others having or claiming any right, title or interest in property to be affected by the issuance by the Plaintiff, Okeechobee Utility Authority (the "Authority") , of its not exceeding $20 , 900, 000 Utility System Acquisition and Improvement Revenue Bonds (the "1995 Bonds") , hereinafter more particularly described, or to be affected in any way thereby, and as heretofore issued against 'the State of Florida on complaint of said Authority, and the State of Florida by and through C. W. Goodwin, Esq. , Assistant State Attorney of the Second Judicial Circuit, and Bruce H. Colton, Esq. , State Attorney of the Nine- teenth Judicial Circuit, each having filed an answer herein and said cause having duly come on for final hearing, and the Court having considered the same and heard the evidence and being fully UK 181 1PG / u14 " 1 advised in the premises , finds as follows : ��GK .3 7O etGE 1ti 8 FIRST: That the Defendants named are proper Parties Defendant and this Court has jurisdiction over the subject matter of this proceeding and the parties thereto are properly before this Court. SECOND: That the Authority is a properly constituted and duly and validly existing public body corporate and politic created pursuant to the Florida Interlocal Cooperation Act of 1969, Part I of Chapter 163 Florida Statutes, as amended, by its member local governments and pursuant to the provisions of that certain Interlocal Agreement by and between Okeechobee County, Florida (the "County") , and the City of Okeechobee, Florida (the "City") , dated November 10, 1994 (the "Interlocal Agreement") . THIRD: That on July 13 , 1995 , after holding a properly advertised public hearing, subsequent to the holding of public hearings by the County and the City, and pursuant to the provisions of Section 189 . 423 , Florida Statutes , the Authority adopted Resolution No. 95-3 , in which the Authority determined that the transfer of the utilities systems operated by the City, the County, and the Okeechobee Beach Water Association (the "OBWA") to the Authority is in the public interest. FOURTH: That pursuant to the terms of a Master Transfer Agreement, by and among the Authority, the County, the City and OBWA, dated July 13 , 1995 (the "Master Transfer Agreement") , the assets which comprise the utilities systems now operated by the City ("City Utilities") , the County ("County Utility") and OBWA 2 OR ! 843PG201S BP_ 070 ���K E s4c€1079 ("OBWA Utility") shall be acquired by the Authority and upon completion of the transfer to the Authority of all of the assets which comprise the City Utilities, the County Utility and OBWA Utility, the Authority shall assume all obligations and liabilities of the City, the County and OBWA which relate to the City Utili- ties, County Utility and OBWA Utility. FIFTH: That pursuant to the Interlocal Agreement; the Florida Constitution; Chapter 125, Chapter 159, Chapter 163 , Chapter 166, and Chapter 189 , Florida Statutes, as amended and supplemented, and other applicable provisions of law (collectively the "Act") , the governing body of the Authority (the "Authority Board") did, on July 13 , 1995, adopt a resolution (the "Resolu- tion") authorizing the issuance of not exceeding $20, 900, 000 Utility System Acquisition and Improvement Revenue Bonds. SIXTH: That the Authority Board has deemed it necessary and desirable and in the best economic interest of the Authority to issue the 1995 Bonds to finance the cost of the acquisition, construction and equipping of the Project, which is defined in the Resolution as "the acquisition of, or any addition, extensions or improvements to, the System (as defined in the Resolution) of the Authority. " SEVENTH: That authority is conferred upon the Authority, under and by virtue of the Act to issue the 1995 Bonds, from time to time, for the purpose of financing the cost of the Project authorized under the Resolution. 3 JR ; 043 ► L) / 0 II: °R ` BOCK 370 rMcE100 • EIGHTH: That the financing of the Project constitutes a valid public purpose for the Authority under the Act. NINTH: That the 1995 Bonds will be issued pursuant to the terms and provisions of the Resolution. TENTH: That the estimated gross revenues to be derived in each year hereafter from the operation of the System shall generate Net Revenues of the Authority equal to not less than one hundred ten percentum (110%) of the Annual Debt Service Requirement (as defined in the Resolution) for the 1995 Bonds as required by Section 4 .B of Article III of the Resolution; and that such gross revenues shall be sufficient to pay the principal of and interest on the 1995 Bonds to be issued pursuant to the Resolution as the same become due and payable and all sinking fund, reserve and other payments provided for in the Resolution and to pay the cost of operation and maintenance of the System. ELEVENTH: That the 1995 Bonds shall be substantially in the form or forms set forth in the Resolution, shall be in denominations of $5, 000 or integral multiples thereof, shall be in fully registered form, shall bear interest at not exceeding the maximum rate permitted by Florida law, shall mature on such date or dates, shall be subject to redemption at such times and amounts, shall be payable at such times and in such amounts, all as shall be determined by subsequent proceedings of the Authority Board. TWELFTH: That the 1995 Bonds shall not be and shall not constitute an indebtedness of the Authority within the meaning of any constitutional, statutory, charter or other limitation of • `k UR 0I 1 BOCK 370 ME1081 indebtedness, but shall be payable solely from the Net Revenues derived from the operation of the System and the Pledged Capital Connection Charges, if any are so pledged, as provided in the Resolution. No Holder or Holders of any Bonds issued under the Resolution shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County or the Authority, if any, or taxation in any form of any real property therein to pay the 1995 Bonds or the interest thereon. THIRTEENTH: That the 1995 Bonds may be issued either all at one time or in part from time to time, as shall hereafter be determined by subsequent proceedings of the Authority Board. FOURTEENTH: That the Authority shall adopt and enter into a trust indenture with The Bank of New York Trust Company of Florida, N.A. , which shall certify to the Authority the proper expenditure of the proceeds of the 1995 Bonds deposited with it. The Bank of New York Trust Company of Florida, N.A. , is hereby approved by this Court as Trustee under the trust indenture. FIFTEENTH: That all proceedings or acts necessary for the issuance of the 1995 Bonds by the Authority have been duly taken and performed. SIXTEENTH: That the 1995 Bonds are of the character and the said proceedings preliminary to the issuance thereof are of the nature to entitle the Plaintiff herein to proceed under the provisions of Chapter 75 , Florida Statutes, for the purpose of having the right of said Authority to issue said 1995 Bonds determined. 5 UR ! ti43i'U '/. 0 IL EL '370 e4GE1082 SEVENTEENTH: That the due and proper notice addressed to the State of Florida and the several property owners, taxpayers, citizens and others having or claiming any right, title or interest in property to be affected by the issuance by the Authority of said 1995 Bonds herein described, was duly published in a newspaper published and of general circulation in Leon County, Florida and in a newspaper published and of general circulation in Okeechobee County, Florida once each week for two consecutive weeks, the first publication being at least twenty days prior to the date of said hearing, as required by Sections 75. 06 and 163 . 01 (7) (d) , Florida Statutes; all as more fully appear from the affidavit of the publisher of The Tallahassee Democrat and the affidavit of the publisher of The Okeechobee News. EIGHTEENTH: That a copy of the complaint was served on the Division of Bond Finance of the State Board of Administration in compliance with Section 75. 05 (3) , Florida Statutes. NINETEENTH: That no taxpayer, citizen or other person has intervened or made application to become a party to said proceedings for the purpose of interposing objections to the granting of the prayers as set forth in said complaint as provided by law. TWENTIETH: That following full hearing and review of the law this Court finds no reason why the prayers of the complaint should not be granted. TWENTY-FIRST: That this Court has found that all requirements of the Constitution and laws of the State of Florida 6 PR OR 1 843P 1 ° BC�6K 3 10 PAGE 1Up pertaining to the proceedings in the above-entitled matter have been strictly followed. NOW, THEREFORE, IT IS ORDERED, ADJUDGED AND DECREED that the issuance by the Okeechobee Utility Authority of its 1995 Bonds in the aggregate principal amount of not exceeding $20, 900, 000, as described herein and which will bear such rate or rates of interest as shall hereafter be determined not exceeding the maximum rate of interest permitted by law, are for a proper, legal and valid public purpose and are fully authorized by law, and that the 1995 Bonds to be issued as aforesaid and all proceedings incident thereto, including the aforesaid revenues securing the same, are hereby validated and confirmed. Said 1995 Bonds are to be issued to finance the cost of the Project and when so issued will be secured in the manner and under the terms and conditions contained in the herein referred to Resolution. DONE AND ORDERED, ADJUDGED AND DECREED at the Court House in Tallahassee, Leon County, Florida, this / day of //-"- ; 1 1995 . • / / Judge of the Circuit Court of • the Second Judicial Circuit of i^ „ ;i;i OF LION the State of Florida, in and r r �., I HEREBY CERTIFY that the above and foregoing for Leon County, Florida. is a true and correct copy of an instrument reco�� in the official records of Leon County, Flor ;litN and nd seal of offi�et ' aY DAVE LANG . acuc Clerk of Circuit Court n cT is 2•'v•.• G'r ..• a�IM1po U� t anc* 7 OR 1343PG2O80 BCGK 370 PACE1084 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by Federal Express to C. W. Goodwin, Chief Assistant State Attorney for the Second Judicial Circuit of Florida, Leon County Courthouse, Fourth Floor, 301 South Monroe Street, Tallahassee, Florida 32301, and to Bruce H. Colton, State . Attorney for the Nineteenth Judicial Circuit of Florida, 501 N.W. Fifth Avenue, Suite 401, Okeechobee, Florida 34972, this day of August, 1995 . By: William G. Capko Mudge Rose Guthrie Alexander & Ferdon LLP 515 North Flagler Drive, Suite 900 West Palm Beach, Florida 33401 (407) 650-8165 Florida Bar #291129 N .J (11 co up C-J n 773 1 --n 0 0 -'� n m n __.. c r- _ • • • O co :rT x Z ! 8LI.1 ?_ 013 OF IN THE TSEVVIOV UDtCIAAL CIR- ��- CUIT ��N'I'D�'� ZIP AND r.',1QD 4 17 -it ' 013 0 O b Y, FLORIDA. / r/ ' �"� JURY L. DEC,\ 4-t! c� 7$- 7 CASE NO. ctue tTK 44,71 GLADES cputiry.)-: e.Y1 s ► OKEECHOBEE UTILITY AUTHORITY, ) OUR Plaintiff, ) vx( CTC'� vs. ) V =,- - •7r w � � THE STATE OF FLORIDA, et al. , ) N v ° - Def endants. ) IFS •+.,,,.......• �' o FINAL JUDGMENT The above and foregoing cause has come on for final hearing on the date and at the time and place set forth in the Order to Show Cause heretofore issued by this Court and in the notice addressed to the State of Florida and the several property owners, taxpayers, citizens and others having or claiming any right, title or interest in property to be affected by the issuance by the Plaintiff, Okeechobee Utility Authority (the "Authority") , of its not exceeding $20 , 900 , 000 Utility System Acquisition and Improvement Revenue Bonds (the "1995 Bonds") , hereinafter more particularly described, or to be affected in any way thereby, and as heretofore issued against the State of Florida on complaint of FD said Authority, and the State of Florida by and through C. W. • ,? C.Z Goodwin, Esq. , Assistant State Attorney of the Second Judicial Circuit, and Bruce H. Colton, Esq. , State Attorney of the Nine- rn teenth Judicial Circuit, each having filed an answer herein and kra said cause having duly come on for final hearing, and the Court CJT having considered the same and heard the evidence and being fully _ \ i uR ? 043Fu4014 advised in the premises, finds as follows: FIRST: That the Defendants named are proper Parties Defendant and this Court has jurisdiction over the subject matter of this proceeding and the parties thereto are properly before this Court. SECOND: That the Authority is a properly constituted and duly and validly existing public body corporate and politic created pursuant to the Florida Interlocal Cooperation Act of 1969, Part I of Chapter 163 Florida Statutes, as amended, by its member local governments and pursuant to the provisions of that certain Interlocal Agreement by and between Okeechobee County, Florida (the "County") , and the City of Okeechobee, Florida (the "City") , dated November 10, 1994 (the "Interlocal Agreement") . THIRD: That on July 13 , 1995 , after holding a properly advertised public hearing, subsequent to the holding of public hearings by the County and the City, and pursuant to the provisions of Section 189 . 423 , Florida Statutes, the Authority adopted Resolution No. 95-3 , in which the Authority determined that the transfer of the utilities systems operated by the City, the County, and the Okeechobee Beach Water Association (the "OBWA") to the o Authority is in the public interest. FOURTH: That pursuant to the terms of a Master Transfer Agreement, by and among the Authority, the County, the City and OBWA, dated July 13 , 1995 (the "Master Transfer Agreement") , the (1� assets which comprise the utilities systems now operated by the )% City ("City Utilities") , the County ("County Utility") and OBWA C 2 OR 1843PG2015 ("OBWA Utility") shall be acquired by the Authority and upon completion of the transfer to the Authority of all of the assets which comprise the City Utilities, the County Utility and OBWA Utility, the Authority shall assume all obligations and liabilities of the City, the County and OBWA which relate to the City Utili- ties, County Utility and OBWA Utility. FIFTH: That pursuant to the Interlocal Agreement; the Florida Constitution; Chapter 125, Chapter 159, Chapter 163 , Chapter 166 , and Chapter 189 , Florida Statutes, as amended and supplemented, and other applicable provisions of law (collectively the "Act") , the governing body of the Authority (the "Authority Board") did, on July 13 , 1995, adopt a resolution (the "Resolu- tion") authorizing the issuance of not exceeding $20,900, 000 Utility System Acquisition and Improvement Revenue Bonds. SIXTH: That the Authority Board has deemed it necessary and desirable and in the best economic interest of the Authority to issue the 1995 Bonds to finance the cost of the acquisition, construction and equipping of the Project, which is defined in the Resolution as "the acquisition of, or any addition, extensions or improvements to, the System (as defined in the Resolution) of the 0 Authority. " SEVENTH: That authority is conferred upon the Authority, under and by virtue of the Act to issue the 1995 Bonds, from time to time, for the purpose of financing the cost of the Project r -, authorized under the Resolution. k: 3 EIGHTH: That the financing of the Project constitutes a valid public purpose for the Authority under the Act. NINTH: That the 1995 Bonds will be issued pursuant to the terms and provisions of the Resolution. TENTH: That the estimated gross revenues to be derived in each year hereafter from the operation of the System shall generate Net Revenues of the Authority equal to not less than one hundred ten percentum (110%) of the Annual Debt Service Requirement (as defined in the Resolution) for the 1995 Bonds as required by Section 4 .B of Article III of the Resolution; and that such gross revenues shall be sufficient to pay the principal of and interest on the 1995 Bonds to be issued pursuant to the Resolution as the same become due and payable and all sinking fund, reserve and other payments provided for in the Resolution and to pay the cost of operation and maintenance of the System. ELEVENTH: That the 1995 Bonds shall be substantially in the form or forms set forth in the Resolution, shall be in denominations of $5, 000 or integral multiples thereof, shall be in fully registered form, shall bear interest at not exceeding the maximum rate permitted by Florida law, shall mature on such date or dates, shall be subject to redemption at such times and amounts, shall be payable at such times and in such amounts, all as shall be 0 determined by subsequent proceedings of the Authority Board. TWELFTH: That the 1995 Bonds shall not be and shall not :.=T constitute an indebtedness of the Authority within the meaning of any constitutional, statutory, charter or other limitation of G' rn 4 • � VJ OR dl� , V 2U i i indebtedness, but shall be payable solely from the Net Revenues derived from the operation of the System and the Pledged Capital Connection Charges, if any are so pledged, as provided in the Resolution. No Holder or Holders of any Bonds issued under the Resolution shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County or the Authority, if any, or taxation in any form of any real property therein to pay the 1995 Bonds or the interest thereon. THIRTEENTH: That the 1995 Bonds may be issued either all at one time or in part from time to time, as shall hereafter be determined by subsequent proceedings of the Authority Board. FOURTEENTH: That the Authority shall adopt and enter into a trust indenture with The Bank of New York Trust Company of Florida, N.A. , which shall certify to the Authority the proper expenditure of the proceeds of the 1995 Bonds deposited with it. The Bank of New York Trust Company of Florida, N.A. , is hereby approved by this Court as Trustee under the trust indenture. FIFTEENTH: That all proceedings or acts necessary for the issuance of the 1995 Bonds by the Authority have been duly taken and performed. SIXTEENTH: That the 1995 Bonds are of the character and the said proceedings preliminary to the issuance thereof are of the o nature to entitle the Plaintiff herein to proceed under the .,... provisions of Chapter 75, Florida Statutes, for the purpose of -Z . having the right of said Authority to issue said 1995 Bonds - , determined. 5 ti OR A iru7G Ic SEVENTEENTH: That the due and proper notice addressed to the State of Florida and the several property owners, taxpayers, citizens and others having or claiming any right, title or interest in property to be affected by the issuance by the Authority of said 1995 Bonds herein described, was duly published in a newspaper published and of general circulation in Leon County, Florida and in a newspaper published and of general circulation in Okeechobee County, Florida once each week for two consecutive weeks, the first publication being at least twenty days prior to the date of said hearing, as required by Sections 75 . 06 and 163 . 01 (7) (d) , Florida Statutes; all as more fully appear from the affidavit of the publisher of The Tallahassee Democrat and the affidavit of the publisher of The Okeechobee News. EIGHTEENTH: That a copy of the complaint was served on the Division of Bond Finance of the State Board of Administration in compliance with Section 75. 05 (3) , Florida Statutes . NINETEENTH: That no taxpayer, citizen or other person has intervened or made application to become a party to said proceedings for the purpose of interposing objections to the granting of the prayers as set forth in said complaint as provided by law. 0 TWENTIETH: That following full hearing and review of the ?' law this Court finds no reason why the prayers of the complaint • ,, should not be granted. -l TWENTY-FIRST: That this Court has found that all requirements of the Constitution and laws of the State of Florida G4 6 OR 18 3PG7010, pertaining to the proceedings in the above-entitled matter have been strictly followed. NOW, THEREFORE, IT IS ORDERED, ADJUDGED AND DECREED that the issuance by the Okeechobee Utility Authority of its 1995 Bonds in the aggregate principal amount of not exceeding $20, 900, 000, as described herein and which will bear such rate or rates of interest as shall hereafter be determined not exceeding the maximum rate of interest permitted by law, are for a proper, legal and valid public purpose and are fully authorized by law, and that the 1995 Bonds to be issued as aforesaid and all proceedings incident thereto, including the aforesaid revenues securing the same, are hereby validated and confirmed. Said 1995 Bonds are to be issued to finance the cost of the Project and when so issued will be secured in the manner and under the terms and conditions contained in the herein referred to Resolution. DONE AND ORDERED, ADJUDGED AND DECREED at the Court House in Tallahassee, Leon County, Florida, this " % day of �-�- ; , 1995 . Judge of the Circuit Court of A E 3F FLGRiN,, LELA the Second Judicial Circuit of I HEREBY CERTIFY that the above and foreg^in? the State of Florida, in and is a true and correct copy of an instrument reco,de:: for Leon County, Florida. in the official records of Leon Coot, flo ida.yi--- o 1UiTN S myand an seal of,offic th of ?►" f t i� 1-- 19 ..�. aca+ny ` " DAVE LANG "v'''''`14%, Clerk of Circuit Court °oared° 7 INN& s+...w. ate. ....... �+a OR ► 843PG2080 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by Federal Express to C. W. Goodwin, Chief Assistant State Attorney for the Second Judicial Circuit of Florida, Leon County Courthouse, Fourth Floor, 301 South Monroe Street, Tallahassee, Florida 32301, and to Bruce H. Colton, State Attorney for the Nineteenth Judicial Circuit of Florida, 501 N.W. Fifth Avenue, Suite 401, Okeechobee, Florida 34972 , this day of August, 1995 . By: William G. Capko Mudge Rose Guthrie Alexander & Ferdon LLP 515 North Flagler Drive, Suite 900 West Palm Beach, Florida 33401 (407) 650-8165 Florida Bar #291129 0 D r.. r l F; cx STATEMENT OF CLOSING COSTS Dean, Mead & Minton 1903 South 25th Street, Suite 200 Post Office Box 2757 Fort Pierce, Florida 34954 (407 ) 464-7700 DATE: SEPTEMBER 28, 1995 TRANSFERORS: CITY OF OKEECHOBEE, FLORIDA ( "CITY" ) OKEECHOBEE COUNTY, FLORIDA ( "COUNTY" ) OKEECHOBEE BEACH WATER ASSOCIATION ( "OBWA" ) KINGS BAY WATER COMPANY ( "KINGS BAY" ) TRANSFEREE: OKEECHOBEE UTILITY AUTHORITY ( "OUA" ) PROPERTY: UTILITIES SYSTEMS OF TRANSFERORS I . Cash Transfers : A. OUA TO CITY: $3,000,000 . 00 B. CITY TO OUA: (See attached Exhibit "A" ) 1 . Customer Deposits 394,292 . 77 2 . Prepaid Expenses/Accrued Assets 179, 982 . 60 3 . Construction, Improvements and Renewal and Replacement Funds 187 ,492 .23 4 . Funds to cover Trade Payables/ and other liabilities -0- TOTAL TO OUA FROM CITY $761, 767 . 60 C. COUNTY TO OUA: 1 . Franchise Fee $ 28, 854 . 71 2 . Other Cash 1, 000 ,000 . 00 TOTAL TO OUA FROM COUNTY $1, 028,854 . 71 D. OBWA AND KINGS BAY TO OUA: (See attached Exhibit "B" ) 1 . Customer Deposits $ 106, 316 .50 2 . CD' S Transferred 300, 000 . 00 3 . Prepayments 13, 380 . 94 4 . All Other Cash 178 , 374 . 17 TOTAL TO OUA FROM OBWA AND KINGS BAY $ 598, 071. 61 E. BOND CLOSING FUNDS TO OUA: 1 . Cash - to Barnett Account $3,039 ,584 . 30 2 . Construction Funds-Bond ( in trust 1,000, 000 . 00 with Bank of New York) TOTAL BOND CLOSING FUNDS TO OUA $4 , 039 ,584 . 30 II . Expenses: A. City Documents: 1 . Record Deed ( 8 pages) 37 .50 2 . Record Deed and Agreement ( 10 pages) 46 .50 3 . Record Corrective Big Lake Easement (3 pages) 15. 00 4 . Documentary Stamps on Big Lake Easement . 70 5 . Record Dedication of Easement and Agreement (6 pages) 28 .50 6 . Record Corrective M. Thomas Easement (2 pages) 10 .50 7 . Documentary Stamps on M. Thomas Easement . 70 8 . Record Corrective A. Thomas Easement (2 pages) 10 . 50 9 . Documentary Stamps on A. Thomas Easement . 70 10 . Record Corrective Stokes Easement ( 2 pages) 10 .50 11 . Documentary Stamps on Stokes Easement . 70 12 . Record Corrective Leggett Easement (2 pages) 10 .50 13 . Documentary Stamps on Leggett Easement . 70 14 . Record Assignment and Assumption of Property Interests (53 pages plus 5 recording references) 245 . 00 15 . Record Short Form Deed of Transfer (7 pages) 33 . 00 16 . Record Assignment of TIIF Lease ( 6 pages) 28. 50 17 . Record Interlocal Agreement (4 pages) 19 .50 18. Record Confirmation of Municipal Purposes (2 pages) 10 .50 TOTAL TO OKEECHOBEE COUNTY CLERK $509 . 50 B. County Documents : 1. Record Okeetantie Dedication of Easement ( 8 pages) 37 . 50 2 . Record Deed of Transfer and Assignment of Rights (5 pages) 24 . 00 TOTAL TO OKEECHOBEE COUNTY CLERK $ 61 .50 C. OBWA Documents : Okeechobee County 1 . Record Deed ( 6 pages) 28 . 50 2 . Documentary Stamps on Deed ( . 0070 X $473, 200) 3, 312 . 40 3 . Record Assignment and Assumption of Property Interests ( 9 pages) 42 . 00 4 . Record Short Form Deed of Transfer ( 3 pages) 15 . 00 TOTAL TO OKEECHOBEE COUNTY CLERK $3, 397 . 90 -2- Glades County 1 . Record Satisfaction from FHA ( 1 page) 6 . 00 2 . Record Deed ( 3 pages) 15 . 00 3 . Documentary Stamps on Deed ( . 0070 x $14,600) 102 .20 4 . Record Assignment and Assumption of Property Interest ( 7 pages) 33 . 00 5 . Record Short Form Deed of Transfer ( 3 pages) 15 . 00 TOTAL TO GLADES COUNTY CLERK $171 .20 D. Kings Bay Documents 1 . Record Deed (3 pages) 15 . 00 2 . Documentary Stamps on Deed ( . 0070 X $70,600) 494 .20 3 . Record Assignment and Assumption of Property Interests (5 pages) 10 .50 4 . Record Short Form Deed of Transfer (2 pages) 10 . 50 5 . Record Notice of Termination of Third Party Beneficiary Contract (2 pages) 10 . 50 TOTAL TO OKEECHOBEE COUNTY CLERK $ 540 . 90 III . CASH RECEIPTS DELIVERED 9/28/95: A. FROM CITY TO OUA 761, 767 . 60 B. FROM COUNTY TO OUA 1, 028, 854 . 71 C. FROM OBWA TO OUA 298, 071 . 61 D. FROM BOND CLOSING TO OUA 4, 039,584 . 30 E . FROM OUA TO CITY 3,000,000 . 00 IV. DISBURSEMENTS: A. Okeechobee County Clerk $ 4,509 . 80 B. Glades County Clerk 171 .20 TOTAL $ 4 ,681. 00 V. NOTES: 1 . This Closing Statement has been examined and approved by Transferors and Transferee as of the date hereof, and the Closing Agent is hereby authorized and directed to make disbursements and close the subject transaction on the basis hereof. 2 . The City will pay from its operating accounts all obligations, trade payable, payments, transfers and settlements for liabilities accruing prior to September 29 , 1995 . The parties agree that all statements received after September 28, 1995, for services rendered, supplies purchased or other liabilities accruing prior to September 29, 1995, will be delivered to the City for payment. 3 . Transfer of vehicle titles being handled by Interim Administrator of the Okeechobee Utility Authority. 4 . Post closing adjustments for customer deposits and additional activity between 9/25 - 9/28 will be made by the parties and to more appropriately account for any prepaid expense once accurate information is available. -3- TRANSFERORS: CITY: ATTEST: , CITY 0 OKEECHOBEE, FLORIDA .�.% .► /�2�__ By: C Clerk es E. Kirk, Mayor (Official Seal) �. , APPROVED AS TO FORM AND CORRECT E t : City Attorney 7 . COUNTY: EST: i OKEECHOBEE OUNTY, \FLORIDA e- AL _ BY: 1 '" C erk i B t s, Jr.� hairman J _ APPROVSD AS TO FORM AND (Offs ;ial Seal) CORRECTNES : BY: L`� 4'-d -o ty Attorney • : ^A: OKEECHOBEE BEACH WATER ASSOCIATION, INC. d j By; . Leland Pearce, President (Corporate Seal) APPROVED AS TO FORM AND CORRECT S By: BWA Attorney KINGS BAY: KINGS BAY WATER COMPANY By: C,ail_}16.4441 U }' Its: f 5 'Pelt7 (Corporate Seal) TRANSFEREE: OUA: OK ECHOBEE UTIL TY AUTHORITY• 1k. ck Co er, Chairman TEST: AP' ; •VED AS TO FORM CORRE fl S. Cl- k B :__//// Authority l"- orney (Official Seal) f:\data\rnk\closing\21404Lsr.17 -4- EXHIBIT "A ' WOMN"F •.o',° u1 t :)� City of Okeechobee 11.11.1.1111111.11.1111.11111.111116", 11.1111.111111.11104 September 25, 1995 • Dean, Mead & Minton Attn: Michael D. Minton 1903 S. 25th Street, Suite 200 Fort Pierce, FL 34947 Dear Mr. Minton: Per our conversation on Friday, September 22, 1995 I am providing the following responses to Table 2 (Outstanding Obligations) provided by Mike Rocca. Line 2: The balance owed on this Purchase Order is now $20,300; however, the Purchase Order has been cancelled. Line 3: Paid in full. No balance pending. Line 4 : This amount was paid. No balance pending. Line 5: This obligation is not valid. Plans for the expansion of the Waste Water Treatment Plant were cancelled in 1994 . The Purchase Order has been cancelled. Line 6: This balance has been paid in full. Line 7: Speegle purchase order is for reimbursable work on the South Florida Water Management District water line extension. We are currently waiting receipt of funds from SFWMD. If funds are not received prior to OUA closing, the City will transfer the obligation to OUA for payment. Line 8: Final payment has been made to Censtate. No further liability exists. Line 9: The Purchase order for the Lift Station project and the State Road 70/710 lines are valid obligations. Sufficient residual capital is available to fund these projects. Line 10: Funds have been transferred to the Public Works Department in the amount of $13, 182.14 for paving and striping of streets. There in no further obligation on this. Line 11: The Budgeted Transfer of $206,000 is not a valid obligation. Funds are budgeted based on anticipated needs. There is no requirement to transfer these funds into the Improvements and Replacements Fund unless there is insufficient capital to perform approved projects. Since all projects were 55 S.E. Third Avenue • Okeechobee, Florida 3474-2932 • 813-763-3372 • Fax 813-753.1686 not performed, it was not necessary to make this transfer. The only outstanding obligations are contained in Line 9 and only total $139, 117. There are sufficient capital funds available to meet this obligation. Approximately $220,000 in the remaining bond proceeds is inbound from First Union. An additional $50,922 is on hand in the Improvements and Replacements Fund in Barnett Banff .tal of approximately $270,922. Upon our final • • ent to Cen= ate this week of $97,185, an approximate balance o $173,737 , ' remain for transfer to the OUA. I will know •x= ree once the First Union check arrives. An additional Purchase Order (#1542) was issued for $1,400 to Agricultural Land Services, Inc. to sod at NW 36th Road. This amount has already been deducted from the balance noted above. If you have any further questions on this, or any other, account please call me. Sincerely, Robert M. Delorme Finance Director 1 \ s , , c., gs 0\w-) Owz2/95 1e: e_—•. Table 2 Okeechobee Utility Authority City Of Okeechobee Utility Construction Account Activity For the Period October 1, 1994. through August 30, 1995 • Outstanding Obligations Remaining Line# Item PO# Description Complet Amount Total 1 2 RM&A 1,397 Dwn Twn W. Main 55.00% $26,100.00 3 RM&A 1,315 SR 70/710 90.00% 1,042.00 4 K&W 1,155 Lift 7227.94 95.00% 712.50 5 K&W 989 WWTP Design 77.94% 91,489.04 6 Censtate 1,338 Lift stations 90.00% 35,834.22 7 Speegle 1,265 Water main extensions 92.82% 10,817.95 8 Censtate 1,118 Water mains 96.65% 41,346.00 9 SCLSC 1,519 So. County L. S. Coalition 19,117.00 9 CIP Budget S.R. 70/710 Lines 120,000.00 10 Street Repair 10,000.00 11 Budgeted Transfer per Ordinance# 675 206,000.00 12 $562,458.71 TELEFAX - Page 1 of 6 pages To: v,,/Michael. Minton and Mike Rocca FroO Valerie Lewis Date: September 21, 1995 Re: OUA See attached check stubs for activity in the Improvement and Replacement fund. Customer deposits as of 9/20/95 were $394,292 . 77 Prepaid water and sewer bills from customers as of September 13, 1995 were $18, 117.47 Trade account payables and purchase orders coded to the operating account, as I understand it, will be paid by the City. Please correct me if I am wrong or if you need any additional information on these items. Purchase orders outstanding for the construction accounts are PO #1542 for $1, 400 and #1519 for $19, 117. Additional fees due on the Speegle project to RMA are $1, 001.02. Expected reimbursement from SFWMD for the same project is $3, 961.49. orww ...0Mh Wm/P.M spiemen HARTMAN & ASSOCIATES, INC. PRINCIPALS: ASSOCIATES: James E.Christopher,P.E. engineers,hydrogeologists,surveyors&management consultants William D.Musser,P.E. Charles W.Drake,P.G. Scott C.Quinlan,P.E. Gerald C.Hartman,P.E. Timothy A.Hochuli,P.E. Mark I.Luke,P.L.S. Marco H.Rocca,C.M.C. Mark A.Rynning,P.E. Harold E.Schmidt,Jr.,P.E. September 26, 1995 HAI #94-120.03 John W.Vogt,P.E. Via Facsimile and U.S. Mail Mr. Michael D. Minton, Esquire Dean, Mead& Minton, P.A. 1903 South 25th Street, Suite 200 Fort Pierce,Florida 34947 Subject: Okeechobee Utility Authority Closing Dear Mr. Minton: Pursuant to your request, we have updated our analysis of the Construction Fund to account for activities through September 25, 1995, as provided by the City. Additionally, we have investigated certain prepaid accounts which are associated with the Operating Fund. 1. Construction Fund Balance: Provided in the attached Summary A and supporting tables is our opinion of the Construction Fund balance as of September 25, 1995. Currently, we are of the opinion that a net deficit of $65,885.26 exists due to the assumption of an engineering contract which has a remaining balance. In the event the City provides documentation that this contract is closed, then the Construction Fund will have a surplus balance of$14,785.83 as shown on the attached Summary with supporting tables. 2. Prepaid Water and Sewer Service Charges: As of September 13, 1995, the City has 1"#,117.47 'n cash deposits to the Operating Fund for advance service payments from ems mg customers. This amount should be available to the Okeechobee Utility Authority at closing for the purpose of paying such service charges as they come due in the future. 3. Prepaid Water Connection Fees: As of September 25, 1995, the City h $ ,3jj in prepaid connection fees as itemized in the attached letter. This represents a lia 1 ity to the Okeechobee Utility Authority in that, as such customers request service, the Okeechobee Utility Authority will have to provide the labor and materials for the connection. 4. Prepaid Sewer Tap Fees: There are 411 customers who have prepaid a sewer tap fee, plus 33 customers who have partially paid and quit. This fee has changed over the course of time and an accounting of the exact amount is being investigated by the City. However, at this time, we would estimate that the prepayments could amount to approximately $135,687.76 based on an average tap fee of$316.125 for 411 accounts pl s $5,760.38r the 33 who quit. 201 EAST PINE STREET•SUITE 1000• ORLANDO, FL 32801 TELEPHONE(407)839-3955 • FAX(407)839-3790 ORLANDO FORT MYERS JACKSONVILLE TALLAHASSEE Mr. Michael D. Minton, Esquire September 26, 1995 Page Two In summary,we are of the opinion that: (1) the Construction Fund should have additional funds of$65,885.83, and (2) cash of $184,143.98 should be provided for the prepaid service charges, prepaid Water Connection Charges and prepaid Wastewater Tap Fees. Should you have any questions,please feel free to call. Very truly yours, Hartman&Associates,Inc. 71' / . ✓ v Marco H.Rocca,C.M.C. Finance Manager Attachments MHR/kh/C5/Minton26.mhr cc: Kim Love, Interim Administrator, SFWMD Jack Coker,Chairman,OUA Valerie Lewis, CPA,McAlpin,Cavalcanti&Lewis Robert Delorme,Finance Dir.,City of Okeechobee Gerald C.Hartman,P.E.,HAI 09/25/95 19:05 813 467 4335 OKL.. DES+ EXHIBIT "B" OKEECHOBEE BEACH WATER ASSOCIATION, INC. 8840 HIGHWAY 78, WEST OKEECHOBEE, FLORIDA 34974-9787 941-763-3793 FAX 941-467-4335 FACSIMILE TRANSMITTAL T0: Lee Dobbins FIRM: Dean, Head & Minton FAX: 1-407-464-7877 FROM: L. C. Fortner, Jr. DATE: September 25, 1995 Per your request we are submitting the following for OBWA as of September 22, .1995: 1. Accounts Receivable S 73,943.82 2. Prepayments 13,061.67 3. Customer Deposits 103,451.50 • 4. CD - Barnett Bank 3/22/96 100,000.00 5. CD - Big Lake Bank 9/27/95 100,000.00 6. CD - Big Lake Bank 9/27/95 100,000.00 7. Revenues, Sun Bank 226,742.07 Includes $ 270.00 Customer Deposit to be transferred to Customer Deposit Account. • 8. Petty Cash 300.00 $717,499.06 OBWA has a total Accounts Payable of $ 85,856.47 Estimated amount to be transferred $631,642.59 There will other bills received that we are not aware of at this time. The OSHA adopted the attached Resolution dated July 11, 1995. Attached for your review is a copy of the 1995 Notice of Property Taxes for OBWA (4 pages) . OBWA has not received the Notice of Property Taxes from Glades County at this time. Attached is a copy of the 1994 Notice of Property Taxes. • The roll over funds from the Rural/Municipal Retirement Plan for OBRA employees will be sent to OBHA office in November, therefore OBWA will be required to maintain the checking account to receive . those funds. The funds remaining in the checking account when all bills are paid will be transferred to the OUA. 1111111111.1111110 0101111•11M Pr."'19:05 813 467 4335 OKEE ntACH w. it:R rNGE uc The following is a summary of the Kings Bay Account as of September 22, 1995: 1. Accounts Receivable $ 2,003.37 2. Prepayments 319.27 3. Customer Deposits 2,865.00 Meveeaccn Account, Barnett 16,531.10 RnuAout, Barnett 065 Estimated total to be transferred S 42,376.21 A total of $ 262.50 of customer deposit receipts were furnished to KBWC by a customer with no money paid to KBWC. These deposits were paid to Bay Utilities or the RE Homeowners Association, but were not transferred to KBWC with the purchase of the water company. The $262.50 is included in the computer print out, but not in the bank. KBWC has honored these receipts for their deposits without • receiving the money. Renter's deposits of $ 67.50 are included in the computer list of deposits, but are not included in the bank total above. Attached for your review is a copy of the 1995 Notice of Property Taxes from Okeechobee County for KBWC. . Please let me know if you need any additional information. Number of pages: 9