1992-12 Water/Sewer BondsRESOLUTION NO. 92-12
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
• OKEECHOBEE, FLORIDA AUTHORIZING THE REFUNDING
OF ITS OUTSTANDING WATER AND SEWER REFUNDING
AND IMPROVEMENT REVENUE BONDS, SERIES 1987 AND
THE ACQUISITION OF ADDITIONS, EXTENSIONS AND
IMPROVEMENTS TO THE WATER AND SEWER SYSTEM OF
THE CITY; AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $6,000,000 WATER AND SEWER REFUNDING
REVENUE BONDS, SERIES 1992A AND NOT EXCEEDING
$6,600,000 WATER AND SEWER IMPROVEMENT REVENUE
BONDS, SERIES 1992B; PROVIDING FOR THE PAYMENT
THEREOF; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF THE BONDS; MAKING CERTAIN OTHER
COVENANTS AND AGREEMENTS IN CONNECTION WITH
THE ISSUANCE AND SALE OF SUCH BONDS; ADOPTING A
BOOS -ENTRY SYSTEM OF REGISTRATION FOR THE
BONDS AND AUTHORIZING EXECUTION AND DELIVERY OF
A BOOB ENTRY AGREEMENT; AUTHORIZING EXECUTION
AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT
FOR THE 1992A BONDS; EXERCISING THE RIGHT OF THE
CITY UNDER RESOLUTION NO. 87-1, AS AMENDED, TO
RELEASE CERTAIN PLEDGED REVENUES THEREUNDER;
AMENDING RESOLUTION NO. 87-1, AS AMENDED; AND
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE,
FLORIDA:
Section 1. Authority For This Resolution. This Resolution is enacted
pursuant to Chapter 166, Part II, Florida Statutes, and other applicable provisions of
law, and pursuant to Section 16R of Resolution No. 87-1 duly adopted by the City
Council of the Issuer on January 20, 1987, as amended and supplemented by
Resolution No. 87-7 duly adopted by City Council of the Issuer on July 8, 1987 and
Resolution No. 87-8 duly adopted by City Council of the Issuer on July 21, 1987 and
Resolution No. 89-3 duly adopted by the City Council of the Issuer on August 1, 1989,
as supplemented (collectively, the "Original Resolution") and amends and supplements
said Original Resolution.
Section 2. Definitions. All terms defined in the Original Resolution shall
have the same meaning herein, unless the text otherwise expressly requires. The
following terms shall have the following meanings herein, unless the text otherwise
expressly requires. Words importing singular number shall include the plural number
in each case and vice versa, and words importing persons shall include firms and
corporations.
"1992A Bonds" shall mean the Issuer's Water and Sewer Refunding Revenue
Bonds, Series 1992A, herein authorized to be issued.
"199213 Bonds" shall mean the Issuer's Water and Sewer Improvement Revenue
Bonds, Series 1992B, herein authorized to be issued.
"1992 Bonds" shall mean the Issuer's 1992A Bonds and the 1992B Bonds.
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"1992B Project" shall mean the construction and acquisition of additions.
extensions and improvements of the System pursuant to plans and specifications of
the Consulting Engineers on Elle, or to be on file, with the Issuer.
"Act" shall mean Chapter 166, Part II, Florida Statutes, and other applicable
provisions of law, and the Original Resolution.
"Bonds" shu11 mean the Parity Bonds, the 1992 Bonds, together with any
Additional Bonds hereafter issued under the terms, conditions, and limitations
contained in the Original Resolution.
"Escrow Deposit Agreement" shall mean that certain Escrow Deposit Agreement
for the Refunded Bonds to be entered into by and between the Issuer and the Escrow
Agent to be designated by subsequent resolution, in substantially the form attached
hereto as Exhibit "A".
"Parity Bonds" shall mean the Issuer's Water and Sewer Refunding and
Improvement Revenue Bonds, Series 1987 and maturing serially on January 1 in each
year from 1993 to 2002, inclusive, together with the Issuer's Water and Sewer
Improvement Revenue Bonds, Series 1989, each authorized pursuant to the Original
Resolution.
"Refunded Bonds" shall mean the Issuer's outstanding Water and Sewer
Refunding and Improvement Revenue Bonds, Series 1987 and maturing as term
Bonds on January 1, 2007 and January 1. 2017, authorized pursuant to the Original
Resolution.
Section 3. Findings. Pursuant to the Act, it is hereby ascertained.
determined and declared by the Issuer that:
A. The Issuer now owns, operates and maintains the System and is
empowered to maintain, operate. improve and extend such system and regulate and
fix rates and charges for the services furnished thereby.
B. The Issuer derives Gross Revenues from rates, fees and charges
made and collected for the services and facilities of the System supplying water and
sanitary sewerage services and the Pledged Revenues are not pledged or encumbered
in any manner, except for payment of the Parity Bonds and except for payment of the
Refunded Bonds now outstanding, which lien and pledge will be defeased upon
issuance of the 1992A Bonds, pursuant to this Resolution and the refunding of such
Refunded Bonds.
C. It is necessary and desirable to acquire and construct the 1992B
Project. in order to preserve and protect the public health. safety and welfare of the
inhabitants of the Issuer.
D. The estimated Cost of the 1992B Project is $5,500,000. All or a
portion of such cost shall be paid from the proceeds derived from the sale of the 1992B
Bonds.
E. It is necessary and desirable to refund the Refunded Bonds in
order to achieve a reduction in aggregate Bond Service Requirements to repay such
obligations, and to revise and modernize the covenants of the Issuer made for the
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benefit of the Bondholders to further secure the repayment of such obligations. The
amount of 1992A Bonds issued will not exceed the estimated amount needed to refund
the Refunded Bonds, which amount shall be obtained from the proceeds derived from
the sale of the 1992A Bonds and from allocable amounts on deposit in the Sinking
Fund. An amount sufficient to effect the refunding of the Refunded Bonds will be
deposited in an irrevocable escrow account established for the holders of the Bonds,
and invested in Federal Securities pursuant to the Escrow Deposit Agreement. The
principal amounts of and interest earnings from such Federal Securities will be
sufficient to make timely payments of all presently outstanding principal, interest, and
redemption premiums with respect to the Refunded Bonds.
F. The Original Resolution, in Section 16R thereof, provides for the
Issuance of Additional Bonds on a parity with the Parity Bonds under the terms.
limitations and conditions provided therein. The Issuer is not in default in performing
any of the covenants and obligations assumed under the Original Resolution, and all
payments therein required to have been made into the accounts and funds, as
provided thereunder, have been made to the full extent required.
G. The Issuer is authorized to issue the 1992 Bonds as Additional
Bonds within the authorization contained in Section 16R of the Original Resolution at
such time as the 1992 Bonds can meet the conditions and restrictions of such Section
16R. The Issuer expects that the Pledged Revenues will be sufficient to comply with
the requirements of Section 16R of the Original Resolution for issuance of the 1992
Bonds as Additional Bonds at or prior to the sale of each series of the 1992 Bonds.
H. The estimated Pledged Revenues will be sufficient to pay all of the
principal of and interest on the 1992 Bonds and the Parity Bonds, as the same become
due, and to make all required sinking fund, reserve and other payments required
under this Resolution and the Original Resolution.
I. Tlie principal of and interest on the 1992 Bonds and all required
sinking fund, reserve and other payments shall be made solely from the Pledged
Revenues as provided herein and in the Original Resolution, on a parity with the Parity
Bonds. The Issuer shall never be required to levy ad valorem taxes on any property
therein to pay the principal of and interest on the 1992 Bonds or to make any of the
required sinking fund, reserve or other payments, and any failure to pay the 1992
Bonds shall not give rise to a lien upon any property of or in the Issuer, except the
Pledged Revenues.
Section 4. Authorization Of Refunding and Construction And Acquisition
Of 1992B Project. There is hereby authorized the refunding of the Refunded Bonds.
There is hereby authorized the construction and acquisition of the 1992B Project in
accordance with the reports of the Consulting Engineers presently on file with the
Issuer and pursuant to the plans and specifications of such Consulting Engineers on
file with the Issuer, as the same may be revised from time to time upon approval of the
Issuer's bond counsel. The "Cost of the 1992B Project", in addition to the items set
forth in the plans and specifications, may include. but need not be limited to, the
acquisition of any lands or interest therein or any other properties deemed necessary
• or convenient therefor; capitalizable costs incurred to bring the System into
compliance with the plans and specifications; engineering, legal and financing
expenses: expenses for estimates of costs and of revenues; expenses for plans,
specifications and surveys: the fees of fiscal agents, financial advisors or consultants:
administrative expenses relating solely to the constriction and acquisition of the
1992B Project: interest upon the 1992B Bonds during the period of construction of the
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1992B Project and up to twelve months thereafter; the creation and establishment of
reasonable reserves for debt service; bond discount, if any, and such other costs and
expenses, including; legal fees and bond insurance premiums, as may be necessary or
incidental to the financing herein authorized and the constriction and acquisition of
the 1992B Project and the placing of same in operation.
Section 5. Original Resolution And This Resolution To Constitute
Contract. In consideration of the acceptance of the 1992 Bonds by the Bondholders
from time to time, the Original Resolution and this Resolution shall be deemed to be
and shall constitute a contract between the Issuer and such Bondholders. The
covenants and agreements herein set forth to be performed by the Issuer shall be for
the equal benefit, protection and security of the legal Bondholders of any and all of
such 1992 Bonds, all of which shall be of equal rank and without preference, priority
or distinction of any of the 1992 Bonds or the Parity Bonds over any other thereof,
except as expressly provided therein and herein.
Section 6. Authorization Of 1992 Bonds. Subject and pursuant to the
provisions hereof Bonds of the Issuer to be known as 'Water and Sewer Refunding
Revenue Bonds", the first installment of which is to be designated "Series 1992A'. are
authorized to be issued in the aggregate principal amount of not exceeding Five Million
Dollars ($5.000,000) and 'Water and Sewer Improvement Revenue Bonds." the first
installment of which is to be designated "Series 1992B," are authorized to be issued in
the aggregate principal amount of not exceeding Five Million Five Hundred Thousand
Dollars ($5,500,000).
Section 7. Description Of 1992 Bonds. The 1992 Bonds shall be dated as
of a date or dates to be fixed by subsequent resolution of the Issuer, but not later than
their date of delivery, may be Serial Bonds. Term Bonds, or a combination thereof;
shall be designated "R-_" and numbered consecutively from one upward in order of
authentication; shall be in such denominations. shall bear interest at such rate or
rates not exceeding the maximum legal rate allowable by law to be payable at such
times, and shall mature either annually or semi-annually on such dates and in such
years and amount:;, all as shall be determined by subsequent resolution of the Issuer.
The 1992 Bonds shall bear interest from their date or from the most recent interest
payment date to which interest has been paid, until payment of the principal sum.
The 1992 Bonds shall be Issued in fully registered form, payable as to principal
and premium, if any, upon presentation and surrender thereof on the date fixed for
maturity or redemption thereof at the corporate trust office of the paying agent
hereafter named. Interest on each fully registered 1992 Bond shall be paid by check
or draft mailed to the person in whose name the 1992 Bond is registered, at his or her
address as it appears on the Bond Register maintained by the Registrar, at the close of
business on the 15th day of the month (whether or not a business day) next preceding
the interest payment date (the "Record Date"). irrespective of any transfer of such 1992
Bond subsequent to such Record Date and prior to such interest payment date, unless
the Issuer shall be in default in payment of interest due on such interest payment
date. In the event of any such default. such defaulted interest shall be payable to the
• person in whose name such 1992 Bond is registered at the close of business on a
special record date for the payment of defaulted interest as established by notice
mailed by the Registrar to the registered owner of the 1992 Bonds not less than fifteen
days preceding such special record date. Such notice shall be mailed to the person in
whose name such 1992 Bond is registered at the close of business on the fifth (5th)
day preceding the date of mailing. All payments shall be made in accordance with and
pursuant to the terms of this Resolution and the 1992 Bonds and shall be payable in
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any coin or currency of the United States of America which, at the time of payment, is
legal tender for the payment of public or private debts.
No 1992 Bond shall be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Original Resolution or this Resolution until the
Certificate of Authentication endorsed on the 1992 Bond shall have been duly signed
by the Registrar.
If the date for payment of the principal of, premium. if any, or interest on the
1992 Bonds shall be a Saturday. Sunday, legal holiday or a day on which the banking
institutions in the city where the corporate trust office of the paying agent is located
are authorized by law or executive order to close, then the date for such payment shall
be the next succeeding day which Is not a Saturday, Sunday or legal holiday or a day
on which such banking institutions are authorized to close. and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
The 1992 Bonds may be issued or exchanged for 1992 Bonds in coupon form.
payable to bearer, in such form, with such attributes and upon such conditions as the
Issuer may provide by supplemental resolutions, upon receipt of an opinion from a
nationally recognized bond counsel that such issuance or exchange will not cause
interest on the 1992 Bonds to be includable in gross income of the holder for federal
income tax purposes.
Section 8. Execution Of 1992 Bonds. The 1992 Bonds shall be executed in
the name of the Issuer by the Mayor and attested by the City Clerk. and approved as
to form by the City Attorney, either manually or with their facsirnile signatures, and
the official seal of the Issuer or a facsimile thereof shall be affixed thereto or
reproduced thereon. The facsimile signature of such officers may be imprinted or
reproduced on the 1992 Bonds. The Certificate of Authentication of the Registrar shall
appear on the 1992 Bonds, and no 1992 Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit under the Original Resolution or this
Resolution unless such Certificate of Authentication shall have been duly executed on
such 1992 Bond. The authorized signature for the Registrar shall be either manual or
facsimile: provided, however, that at least one of the signatures appearing on the 1992
Bonds. shall at all times be a manual signature. In case any officer whose signature
shall appear on any 1992 Bonds shall cease to be such officer before the delivery of
such 1992 Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained in office until such delivery.
Any 1992 Bonds may be signed and sealed on behalf of the Issuer by such person who
at the actual time of the execution of such 1992 Bonds shall hold the proper office
with the Issuer, although at the date of adoption of this Resolution such person may
not have held such office or may not have been so authorized.
Section 9. Book Entry System Of Registration. (a) Except as provided in
subsection (c) of this Section 9, the Registered Owner of all the 1992 Bonds shall be.
and the 1992 Bonds shall be registered in the name of, CEDE & Co., as nominee of
The Depository Trust Company of New York. New York ("DTC').
• (b) The 1992 Bonds shall be initially issued in the form of separate
single, fully registered, typewritten 1992 Bonds for each maturity of 1992A Bonds and
for each maturity of 1992B Bonds. Upon initial issuance, the ownership of such 1992
Bonds shall be regjstered in the name of CEDE & Co., as nominee of DTC. With
respect to 1992 Bonds registered in the name of CEDE & Co.. as nominee of DTC, the
Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to
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any DTC participant or to any beneficial owner (the "Beneficial Owner") of such 1992
Bonds. Without limiting the immediately preceding sentence, the Issuer and the
Registrar and the Paying Agent shall have no responsibility or obligation with respect
to (i) the accuracy of the records of DTC, CEDE & Co., or any DTC participant with
respect to any beneficial ownership interest in the 1992 Bonds, (ll) the delivery to any
DTC participant, any Beneficial Owner or any other person, other than DTC, of any
notice with respect to the 1992 Bonds, including any notice of redemption, or (iii) the
payment to any DTC participant, any Beneficial Owner or any other person, other than
DTC, of any amount with respect to principal of, premium, if any, or interest on the
1992 Bonds. Notwithstanding any other provision of this Resolution to the contrary
the Issuer and the Registrar and the Paying Agent shall be entitled to treat and
consider DTC as the absolute owner of such 1992 Bond for the purpose of payment of
principal of, premium. if any. and interest on the 1992 Bonds, for the purpose of
giving notices of redemption and other matters with respect to such 1992 Bond, for
the purpose of registering transfers with respect to such 1992 Bond, and for all other
purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any,
and interest on the 1992 Bonds only to or upon the order of DTC and all such
payments shall be valid and effective to fully satisfy and discharge the Issuer's
obligations with respect to payment of principal of, premium, if any, and interest on
the 1992 Bonds to the extent of the sum or sums so paid. No person other than DTC
shall receive 1992 Bonds evidencing the obligation of the Issuer to make payments of
amounts due pursuant to this Resolution. Upon delivery by DTC to the Paying Agent
of written notice to the effect that DTC has determined to substitute a new nominee in
place of CEDE & Co., and subject to the provisions in this Resolution with respect to
interest checks or drafts being mailed to the Registered Owners at the close of
business on the Record Date, the name "CEDE & Co." in this Resolution shall refer to
such new nominee of DTC.
(c) (1) DTC may determine to discontinue providing its services
with respect to the 1992 Bonds at any time by giving written notice to the Issuer and
the Paying Agent and discharging its responsibilities with respect thereto under
applicable law.
(2) (1) The Issuer, in its sole discretion and without the consent
of any other person, may terminate the services of DTC with respect to the 1992
Bonds if the Issuer determines that the continuation of the system of book -entry -only
transfers through DTC (or a successor securities depository) is not in the best interests
of the Beneficial Owners of the 1992 Bonds or is burdensome to the Issuer, and (II) the
Issuer shall terminate the services of DTC with respect to the 1992 Bonds upon receipt
by the Issuer and the Paying Agent of written notice from DTC to the effect that DTC
has received written notice from DTC participants having interest, as shown in the
records of DTC, in an aggregate principal amount of not less than fifty percent (500/6)
of the 1992 Bonds that: (1) DTC is unable to discharge its responsibilities with respect
to the 1992 Bonds: or (ii) a continuation of the requirement that all of the outstanding
1992 Bonds be registered in the registration books kept by the Registrar in the name
of CEDE & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners
of the 1992 Bonds.
• (3) Upon the termination of the services of DTC, with respect to
the 1992 Bonds pursuant to subsection (c)(2)(H)(11) hereof, or upon the discontinuance
or termination of the services of DTC with respect to the 1992 Bonds pursuant to
subsection (c)(1) or subsection (c)(2)(II)(i) hereof after which no substitute securities
depository willing to undertake the functions of DTC hereunder can be found which, in
the opinion of the Issuer. is willing and able to undertake such functions upon
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reasonable and customary terms, the 1992 Bonds shall no longer be restricted to
being registered in the registration books kept by the Registrar in the name of CEDE &
Co., as nominee of DTC. In such event, the Issuer shall issue and the Paying Agent
shall authenticate 1992 Bond Certificates as requested by DTC of the like principal
amount in authorized denominations to the identifiable Beneficial Owners in
replacement of such Beneficial Owners' beneficial interest in the 1992 Bonds.
(d) Notwithstanding any other provisions of this Resolution to the
contrary, so long as any 1992 Bond is registered in the name of CEDE & Co., as
nominee of DTC, all payments with respect to the principal of, redemption premium, if
any, and interest on such 1992 Bond and all notices with respect to such 1992 Bond
shall be made and given. respectively, to DTC as provided in the Agreement
designated as the Representation Letter, in substantially the form attached hereto as
Exhibit "B" (the "Book Entry Agreement") of the Issuer and the Paying Agent addressed
to DTC with respect to the 1992 Bonds.
(e) In connection with any notice or other communication to be
provided to Bondholders pursuant to this Resolution by the Issuer or the Paying Agent
with respect to any consent or other action to be taken by Bondholders, the Issuer or
the Paying agent, as the case may be, shall establish a record date for such consent or
other action and give DTC notice of such record date not less than 15 calendar days in
advance of such record date to the extent possible.
(f) The Paying Agent when duly authorized. and the proper officers of
the Issuer, are hereby authorized to execute and deliver the Book Entry Agreement,
with such changes, insertions and omissions as the proper officers of the Issuer shall
approve.
(9) The Issuer and the Paying Agent will recognize and treat DTC (or
any successor securities depository) or its nominee as the holder and owner of the
1992 Bonds for all purposes, including payment of debt service, notices, enforcement
of remedies and voting. DTC (or any successor securities depository) or its nominee
for all purposes under the Original Resolution or this Resolution will be, and will be
considered by the Issuer and the Paying Agent to be, the Registered Owner of the 1992
Bonds.
(h) In the event that the Book -Entry -Only System is discontinued,
principal and premium, if any, will be payable upon surrender of the 1992 Bonds at
the corporate trust office of the Paying Agent.
(i) THE ISSUER AND THE PAYING AGENT CANNOT AND DO NOT
GIVE ANY ASSURANCE THAT DTC, THE DTC PARTICIPANTS OR THE INDIRECT
PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE 1992
BONDS (1) PAYMENTS OF PRINCIPAL OF OR INTEREST AND PREMIUM, IF ANY, ON
THE 1992 BONDS. (il) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST
OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN 1992
BONDS. OR (iii) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO.,
• ITS NOMINEE, AS THE REGISTERED OWNERS OF THE 1992 BONDS, OR THAT
THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DTC PARTICIPANTS OR
INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN
THE OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT
"PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DTC PARTICIPANTS
ARE ON FILE WITH DTC.
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0) NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO SUCH DTC PARTICIPANTS OR THE PERSONS
FOR WHOM THEY ACT WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING
OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS, OR THE
BENEFICIAL OWNER WITH RESPECT TO: (i) THE ACCURACY OF ANY RECORDS
MAINTAINED BY E1TC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (ii)
THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF
ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL
AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE 1992 BONDS; (iii) THE
DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY
NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER
THE TERMS OF T US RESOLUTION TO BE GIVEN TO REGISTERED OWNERS; (iv)
THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVED PAYMENT IN THE
EVENT OF ANY PARTIAL REDEMPTION OF THE 1992 BONDS; OR (v) ANY CONSENT
GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER.
(k) The rights of Beneficial Owners and the manner of transferring or
pledging their interests is the responsibility of DTC and is subject to applicable state
law. Beneficial Owners may want to discuss the manner of transferring or pledged
their book -entry interest in such 1992 Bonds with their legal advisors.
Section 10. Negotiability. Subject to the provisions hereof respecting
registration and transfer, the 1992 Bonds shall be and shall have all the qualities and
Incidents of negotiable instruments under the laws of the State of Florida, and each
successive holder, in accepting any of the 1992 Bonds, shall be conclusively deemed to
have agreed that the 1992 Bonds shall be and have all of such qualities and incidents
of negotiable instruments under the Uniform Commercial Code - Investment Securities
of the State of Florida.
Section 11. Registration, Exchange And Transfer. There shall be a
Registrar for the 1992 Bonds which may be the Issuer or a designated bank or trust
company located within or without the State of Florida. The Registrar shall maintain
the registration books of the Issuer and be responsible for the transfer and exchange
of the 1992 Bonds. The Registered Owner shall be the owner of the applicable 1992
Bonds as set forth on the registration books maintained by the Registrar. The Issuer
shall, prior to the proposed date of delivery of the 1992 Bonds, by resolution designate
the Registrar and paying agent. The Registrar shall maintain the books for the
registration of the transfer and exchange of the 1992 Bonds in compliance with the
Florida Registered Public Obligations Act and the system of registration as established
by the Issuer in the Original Resolution and this Resolution pursuant thereto.
1992 Bonds may be transferred upon the registration books, upon delivery to
the Registrar, together with written instructions as to the details of the transfer of
such 1992 Bonds, along with the social security number or federal employer
identification number of such transferee and, if such transferee is a trust, the name
and social security or federal employer identification numbers of the settlor and
beneficiaries of tht: trust, the date of the trust and the name of the trustee. No
• transfer of any 19132 Bond shall be effective until entered on the registration books
maintained by the Registrar.
Upon surrender for transfer or exchange of any 1992 Bond. the Issuer shall
execute and the Registrar shall authenticate and deliver in the name of the Registered
Owner or the transferee or transferees, as the case may be, a new fully registered 1992
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Bond or 1992 Bonds of authorized denominations of the same maturity and interest
rate for the aggregate principal amount which the Registered Owner is entitled to
receive at the earliest practicable time in accordance with the provisions of this
Resolution. The Issuer or the Registrar may charge the owner of such 1992 Bond for
every such transfer or exchange an amount sufficient to reimburse them for their
reasonable fees and for any tax, fee, or other governmental charge required to be paid
with respect to such transfer, and may require that such charge be paid before any
such new 1992 Bond shall be delivered.
All 1992 Bonds presented for transfer, exchange, redemption or payment (if so
required by the Registrar), shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the Registrar, duly executed by the registered holder or by his
duly authorized attorney in fact or legal representative.
All 1992 Bonds delivered upon transfer or exchange shall bear interest from the
preceding interest payment date so that neither gain nor loss in interest shall result
from the transfer or exchange. New 1992 Bonds delivered upon any transfer or
exchange shall be valid obligations of the Issuer, evidencing the same debt as the 1992
Bond surrendered, shall be secured by the Original Resolution and this Resolution
and shall be entitled to all of the security and the benefits hereof to the same extent as
the 1992 Bonds surrendered.
The Issuer and the Registrar may treat the Registered Owner of any 1992 Bond
as the absolute owner thereof for all purposes, whether or not such 1992 Bonds shall
be overdue. and shall not be bound by any notice to the contrary.
Notwithstanding the foregoing provisions of this section. the Issuer reserves the
right, on or prior to the delivery of the 1992 Bonds to amend or modify the foregoing
provisions relating to the registration of the 1992 Bonds by resolution or ordinance in
order to comply with all applicable laws, rules, and regulations of the United States
and/or the State of Florida relating thereto.
Section 11. 1992 Bonds Mutilated, Destroyed. Stolen Or Lost. In case any
1992 Bond shall become mutilated, or be destroyed, stolen or lost. the Issuer may in
Its discretion issue and deliver a new 1992 Bond of like tenor as the 1992 Bond so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated
1992 Bond upon surrender and cancellation of such mutilated 1992 Bond or in lieu of
and substitution for the 1992 Bond destroyed, stolen or lost, and upon the Registered
Owner furnishing the Issuer proof of his ownership thereof and satisfactory indemnity
and complying with such other reasonable regulations and conditions as the Issuer
may prescribe and paying such expenses as the Issuer may incur. All 1992 Bonds so
surrendered shall be cancelled by the Registrar for the 1992 Bonds. If any of the 1992
Bonds shall have matured or be about to mature, instead of issuing a substitute 1992
Bond. the Issuer may pay the same, upon being indemnified as aforesaid, and if such
1992 Bonds be lost. stolen or destroyed, without surrender thereof.
Any such duplicate 1992 Bonds issued pursuant to this section shall constitute
• original, additional contractual obligations on the part of the Issuer whether or not the
lost, stolen or destroyed 1992 Bonds be at any time found by anyone, and such
duplicate 1992 Bonds shall be entitled to equal and proportionate benefits and rights
as to lien on the source and security for payment from the funds, as hereinafter
pledged, to the same extent as all other 1992 Bonds issued hereunder.
LKL-0a/ 12/92-3257-AUTHRES -9-
L
Section 13. Provisions For Redemption. The 1992 Bonds which are Term
Bonds shall be subject to mandatory redemption by means of the Bond Amortization
Account and the 1992 Bonds shall be redeemable, all as provided by subsequent
resolution of the Issuer.
1992 Bonds in denominations greater than an authorized denomination shall
be deemed to be an equivalent number of 1992 Bonds in the denomination of an
authorized denomination. If a 1992 Bond is of a denomination larger than an
authorized denomination, a portion of such 1992 Bond may be redeemed, in the
amount of an authorized denomination or integral multiples thereof.
Notice of such redemption, identifying the 1992 Bonds or portions thereof called
for redemption which notice shall include the CUSIP numbers as well as other
identifying and relevant descriptive details (i) shall be filed with the paying agents and
any Registrar: and (ii) shall be mailed by the Registrar, registered or certified mail or
overnight delivery service, postage prepaid, to all Registered Holders of the 1992 Bonds
and to the four depositories and to one or more of the national call information
services, to be redeemed not more than forty-five (45) days and not less than thirty
(30) days prior to the date fixed for redemption at their addresses as they appear on
the registration books to be maintained in accordance with the provisions hereof on
the fifth day prior to such mailing. In the case of an advance refunding of the 1992
Bonds, a second redemption notice shall be sent not less than thirty (30) days prior to
the redemption date scheduled under an advance refunding previously noticed.
Failure to give such notice by mailing to any owner of 1992 Bonds or to any depository
or national call information service, or any defect therein, shall not affect the validity
of any proceeding for the redemption of other 1992 Bonds.
Notice having been mailed and filed in the manner and under the conditions
hereinabove provided, the 1992 Bonds or portions of 1992 Bonds so called for
redemption shall, on the redemption date designated in such notice, become and be
due and payable at the redemption price provided for redemption of such 1992 Bonds
or portions of 1992 Bonds on such date. Redemption payments should include the
CUSIP number of the 1992 Bonds to which they apply. On the date so designated for
redemption, notice having been mailed and filed and moneys for payment of the
redemption price being held in separate accounts in mist for the holders of the 1992
Bonds or portions thereof to be redeemed, all as provided in the Original Resolution
and this Resolution, interest on the 1992 Bonds or portions of 1992 Bonds so called
for redemption shell cease to accrue, such 1992 Bonds and portions of 1992 Bonds
shall cease to be entided to any lien, benefit or security under the Original Resolution
and this Resolution, and the holders or Registered Owners of such 1992 Bonds or
portions of 1992 Bonds, shall have no rights in respect thereof except to receive
payment of the redemption price thereof.
Upon surrender of any 1992 Bond for redemption in part only, the Issuer shall
Issue and deliver to the holder thereof, the costs of which shall be paid by the holder, a
new 1992 Bond or 1992 Bonds of authorized denominations in aggregate principal
amount equal to the unredeemed portion surrendered.
• Section 14. Form Of 1992 Bonds. The text of the 1992 Bonds. the
Certificate of Authentication and the Assignment shall be in substantially the following
forms, with such omissions, insertions and variations as may be necessary and
desirable and aut:-lorized and permitted by this Resolution or by any subsequent
ordinance or resolution adopted prior to the issuance thereof:
LKL-08/ 12/92-3257-AUrHRES -10-
•
R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OKEECHOBEE WATER AND SEWER REFUNDING
REVENUE BOND, SERIES 1992A
Rate of
Interest Maturity Date Dated Date Cusiy
Registered Owner: CEDE & CO.
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Okeechobee, Florida,
a municipal corporation of the State of Florida (hereinafter called "Issuer"). for value
received, hereby promises to pay to the Registered Holder identified above, or
registered assigns, on the Maturity Date identified above, the Principal Amount shown
above. solely from the revenues hereinafter mentioned, and to pay solely from such
revenues. interest on said sum from the date of this Bond or from the most recent
interest payment date to which interest has been paid, at the Rate of Interest per
annum set forth above until the payment of such principal sum, such interest being
payable on _ , and semiannually thereafter on and
_ of each year. The principal of and premium, if any, on this Bond
are payable upon presentation and surrender hereof on the date fixed for maturity or
redemption at the principal office of (the "Pa
Agent") in , or at the office designated for such payment of any
successor thereof. The interest on this Bond, when due and payable, shall be paid by
check or draft mailed to the Registered Holder, at his address as it appears on the
Bond Register, at the close of business on the 15th day of the month (whether or not a
business day) next preceding the interest payment date (the "Record Date").
irrespective of any transfer of this Bond subsequent to such Record Date and prior to
such interest payment date. unless the Issuer shall be in default in payment of
interest due on such interest payment date. In the event of any such default, such
defaulted interest shall be payable to the person in whose name such Bond is
registered at the close of business on a special record date for the payment of
defaulted interest as established by notice mailed by the Registrar to the Registered
Holder not less than fifteen days preceding such special record date. Such notice shall
be mailed to the person in whose name such Bond is registered at the close of
business on the fifth (5th) day preceding the date of mailing. All amounts due
hereunder shall be payable in any coin or currency of the United States, which is, at
the time of payment, legal tender for the payment of public or private debts.
This Bond is one of a duly authorized issue of Bonds of the Issuer designated
"Water and Sewer Refunding Revenue Bonds" in the aggregate principal amount of
• $ and designated "Series 1992A", of like tenor and effect, except as to
number, date, maturity, interest rate and redemption provisions, issued to finance the
cost of refunding the Issuer's Water and Sewer Refunding and Improvement Revenue
Bonds, Series 1987 (the "Refunded Bonds") of the Issuer, pursuant to the authority of
and in full compliance with the Constitution and laws of the State of Florida, including
particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of
LKL-08/ 12/92-3257-AlIniP.ES -11-
n
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law, and pursuant to Section 16R of Resolution No. 87-1 duly adopted by the City
Council of the Issuer on January 20, 1987, as amended and supplemented by
Resolution No. 87-7 duly adopted by City Council of the Issuer on July 8, 1987 and
Resolution No. 87-8 duly adopted by City Council of the Issuer on July 21, 1987 and
Resolution No. 89-3 duly adopted by the City Council of the Issuer on August 1, 1989,
as supplemented, and pursuant to Resolution No. , adopted by the City
Council of the Issuer on , 1992, as supplemented (hereinafter
collectively called the "Resolution"). and is subject to all the terms and conditions of
such Resolution.
This Bond and the issue of Bonds of which it is a part, are special obligations of
the Issuer payable solely from and secured by an irrevocable lien upon and pledge of
the net revenues derived by the Issuer from the operation of the System (the "Net
Revenues"), the proceeds of a tax levied and collected by the Issuer on the purchase of
electricity, bottled gas (natural or manufactured), and local telephone service in the
territorial limits of the Issuer, pursuant to law and Ordinance No. 216, enacted by the
Issuer on October S. 1945, as the same may be amended or supplemented from time
to time (the "Public Service Tax Revenues"), the amounts due and payable to the Issuer
under franchises granted by the Issuer, more particularly described below, as such
franchises may be renewed or extended from time to time: (i) Franchise granted to
Cablevision Inc., as successor to OkeAirco. Inc., for a community antenna television
system, pursuant to an ordinance enacted on May 23, 1972: (ti) Franchise granted to
Florida Power & Light Company for electric light and power facilities, pursuant to
Ordinance No. 376 of the Issuer, enacted on August 5, 1975, as amended: and (iii)
Franchise granted to United Telephone Company of Florida for a communications
systems, pursuant to franchise agreement dated August 1, 1982 (the "Franchise
Revenues"). and all monies of the revenue sharing trust fund for municipalities to be
received by the Issuer from the State of Florida pursuant to Chapter 218, Florida
Statutes, as amended, excluding certain motor fuel taxes and fees, but not in any
event an amount in excess of the Issuer's guaranteed entitlement portion of such
monies (the "Guaranteed Entitlement Funds") (the Net Revenues, the Public Service
Tax Revenues. the Franchise Revenues and the Guaranteed Entitlement Funds
hereinafter collectively referred to as the "Pledged Revenues"), all in the manner
provided in the Resolution.
The lien upon and pledge of the Pledged Revenues in favor of the holders of
Bonds of which this Bond is one, is on a parity and ranks equally with the lien
thereon and pledge thereof in favor of the holders of the Issuer's outstanding Water
and Sewer Refunding and Improvement Revenue Bonds, Series 1987, together with
the Issuer's outsU,,nding Water and Sewer Refunding and Improvement Revenue
Bonds. Series 1989 (hereinafter called the "Parity Bonds").
The Resolution provides for the release of certain of the Pledged Revenues in
certain events for the provisions of which reference is made to the Resolution.
This Bond does not constitute a general indebtedness, or a pledge of the faith,
credit or taxing power of the Issuer, the State of Florida nor any political subdivision
thereof, within the meaning of any constitutional or statutory provision or limitation.
• Neither the State of Florida nor any political subdivision thereof, nor the Issuer shall
be obligated (1) to exercise its ad valorem taxing power or any other taxing power in
any form on any real or personal property in the Issuer to pay the principal of the
Bonds, the interest thereon or other costs incident thereto or (2) to pay the same from
any other funds of the Issuer, except from the Pledged Revenues. in the manner
provided herein and in the Resolution. It is further agreed between the Issuer and the
LKL-08/12/92-3257-AIT H S -12-
registered holder of this Bond that this Bond and the indebtedness evidenced hereby
shall not constitute a lien on
on the theProject
ed Revenues.
a in property
the manner p ovided ut i shall the
constitute a lien only g
Resolution.
(Insert Redemption Provisions)
Bonds in denominations greater than $ shall be deemed to be an
equivalent number of Bonds of the denomination f $. In the event a Bond
of such may be redeemed, but
is of a denomination larger than $ portion integral
Bonds shall be redeemed only in the principal amount of $ or any gr
multiple thereof. In the event any of the Bonds or portions thereof are called for
redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to be
redeemed which notice shall include the CUSIP numbers as well as other identifying
and relevant descripUve details will be given by the Registrar (who shall be the paying
agent for the Bonds, or such other person, firm or corporation as may from time to
time be designated by the Issuer as the Registrar for the Bonds) by mailing a copy of
the redemption notice by certified or registered mail or overnight delivery service
(postage prepaid) not more than forty-five (45) days and not less then thirty (30) days
prior to the date fixed for redemption to the Registered Owner of each Bond to be
redeemed in whole or in part at the address shown on the registration books and to
others as set forth in the Resolution. Failure to give such notice by mailing to any
owner of Bonds or any other, or any defect therein, shall not affect the validity of any
proceeding for the redemption of other Bonds. All Bonds so called for redemption will
cease to bear interest after the specified redemption date provided funds for their
redemption are on deposit at the place of payment at that time.
If the date for payment of the principal of, premium, if any, or interest on this
bond shall be a Saturday. Sunday, legal holiday or a day on which banking
institutions in the city where the corporate trust office of the paying agent is located
are authorized by law or executive order to close. then the date for such payment shall
be the next succeeding day which is not a Saturday. Sunday, legal holiday or a day on
which such banking institutions are authorized to close, and payment on such date
shall have the same: force and effect as if made on the nominal date of payment.
In and by die Resolution, the Issuer has covenanted and agreed with the
holders of the Bonds that it will fix, establish and maintain such rates and collect
such fees, rentals ,and other charges for the services and facilities of the System and
revise the same from time to time whenever necessary, as will always provide Gross
Revenues in each Fiscal Year sufficient to pay 100% of the Cost of Operation and
Maintenance of the System in such Fiscal Year, 125% of the Bond Service
Requirement becoming due in such Fiscal Year on the outstanding Bonds, the Parity
Bonds and on all outstanding Additional Bonds, including all Pledged Revenues not
released under the Resolution, plus 100% of all reserve and other payments required
to be made pursuant to the Resolution, including all Pledged Revenues not released
under the Resolution, and has entered into certain other covenants and agreements
respecting the Bonds, as to which reference is made to the Resolution.
• It is hereby 2ertifted and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond
exist, have happened and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida applicable thereto, and
LKL-08/ 12/92-3257-AU-niRES -13-
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•
that the issuance of the Bonds of this issue does not violate any constitutional or
statutory limitations or. provisions.
(To be inserted where appropriate on face of bond: "Reference is hereby made to
the further provisions of this Bondset
have the same effect as if set forth on this
on the reverse side hereof. and such
further provisions shall for all purposes
side.")
cting
Subject to the qualities anions of the d incident of alution egotiableeinstrru mnt under the Uniform
tion. this Bond is
and has all the q
Commercial Code - Investment Securities of the State of Florida.
The Bonds are issued in the form of fully registered bonds without coupons in
denominations of $ or any integral multiple of $ . Subject to the
limitations and upon payment of the charges provided in the Resolution. Bonds may
be exchanged for a like aggregate principal amount of Bonds of the same maturity of
other authorized denominations. This Bond is transferable by the Registered Holder
hereof in person or by his attorney duly authorized in writing. at the above-mentioned
office of the Registrar, but only in the manner, subject to the limitations and upon
payment of the charges provided in the Resolution. and upon surrender and
cancellation of this Bond. Upon such transfer a new Bond or Bonds of the same
maturity and rate of interest, and of authorized denomination or denominations, for
the same aggregate principal amount, will be issued to the transferee in exchange
therefor at the earliest practicable time in accordance with the provisions of the
Resolution. Bonds may be transferred upon the registration books upon delivery to
the Registrar of the Bonds, accompanied by a written instrument or instrument of
transfer in form and with guaranty of signature satisfactory to the Registrar. duly
executed by the Registered Holder of the Bonds to be transferred or his attorney-in-
fact or legal representative. containing written instructions as to the details of the
transfer of such Fronds. along with the social security number or federal employer
identification number of such transferee and, if such transferee is a trust, the name
and social security or federal employer identification numbers of the settlor and
beneficiaries of the trust, the federal employer identification number and date of the
trust and the name of the trustee. The Issuer or the Registrar may charge the
Registered Holder of such Bond for every such transfer of a Bond an amount sufficient
to reimburse them for their reasonable fees and any tax, fee, or other governmental
charge required to be paid with respect to such transfer, and may require that such
charge be paid before any such new Bond shall be delivered.
The Issuer may deem and treat the Registered Holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
payment of or on account of principal hereof and interest due hereon and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Resolution until the certificate of authentication
endorsed hereon shall have been duly signed by the Registrar.
LKL-08/ 12/92-3257-A TTHRFS -14-
•
•
IN WITNESS WHEREOF, theas issued this Bond
the City of Okeechobee, Florida..
and has caused the same to be e -cove a by l�n le signaturee manual its Cityle sC erk, re of its
and its
Mayor and attested by the manualtinted, lithographed or
official seal or a facsimile thereof to be affixed, impressed, imp �
reproduced hereon, as of 1992•
CITY OF OKEECHOBEE, FLORIDA
By:
(SEAL)
Attest:
City Clerk
APPROVED AS TO FORM:
City Attorney
Mayor
LHIL-08/ 12/92-3257-A1MiRES -15
•
0
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This bond is one of the Issue of the within described Bonds. The interest rate,
maturity date, registered holder, rate of interest and principal amount shown above
are correct in all respects and have been recorded, along with the applicable federal
taxpayer identification number and the address of the registered holder, in the Bond
Register maintained at the principal offices of the undersigned.
Dated:
Registrar
By:
Authorized Signatory
LKL-08/ 12/92-3257-AtrrHRFS -16-
•
ASSIGNMENT
ASSIGNMENT FOR VALUE RECEIVED. the undersigned
(the "Transferor"), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer Identification number of
assignee) the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
(the
'Transferee") as attorney to register the transfer of the within Bond on the books kept
for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
,nu-i-ic:z: Jlgnature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a corrunercial bank or a trust
company.
NOTICE: No transfer will be registered
and no new Bond will be issued in the
name of the Transferee, unless the
signature(s) to this assignment
corresponds with the name as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any change
whatever and the Social Security or
Federal Employer Identification Number
of the Transferee is supplied.
LiCL-08/ 12/92-3257-AIIniRFS -17-
n
u
•
The following abbreviations, when used in the inscription on the face of the
within Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in
common
TEN ENT - as tenants by the
entireties
JT TEN - as joint tenants with
right of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in list above.
LXL-08/ 12/92 -3257 -AU THRH.S
-18-
•
R
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OKEECHVENUE BOND SERIES SEWER
9928PRO��NT
�
Rate of Maturity Date Dated Date Cusip
In ere
Registered Owner: CEDE & CO.
Principal Amount:
of
SNOW ALL MEN BY THESE eate off Florida (herereinaftert the tcalled "Issuer") Okeechobee. for value
a municipal corporation of the
the Registered Holder identified above. or
received, hereby promises to pay to
registered assigns. on the Maturity Date identified above, and to pay solely o from such
above, solely from the revenues hereinafter mentioned,
revenues, interest on said sum from the date of this has been id Bond theor Rate e Interest most
r
cent
interest payment date to which interest t of such principal sum, such interest being
annum set forth above until the payor and
payable on _ , and semiannually thereafter on
of each year. The principal of and premium, if any, on this Bond
are payable upon presentation and surrender hereof on the date fixed for(tmeat r tog
redemption at the principal office of
Agent") in _ , or at the office designated for such payment of any
successor thereof. The interest on this Bond, when due and payable, shall be paid by
check or draft mailed to the Registered Holder, at his address as it appears on the
Bond Register, at the close of business on the 15th day of the month (whether or not a
business day) ne-,ct preceding the interest payment date (the "Record Date").
irrespective of any transfer of this Bond subsequent to such Record Date and prior to
such interest payment date, unless the Issuer shall be in default in payment of
interest due on such interest payment date. In the event of any such default, such
defaulted interest shall be payable to the person in whose name such Bond is
registered at the close of business on a special record date for the payment of
defaulted interest -is established by notice mailed by the Registrar to the Registered
Holder not less tha z fifteen days preceding such special record date. Such notice shall
be mailed to the person in whose name such Bond is registered at the nts due
of
business on the fifth (5th) day preceding the date of mailing. �l
hereunder shall be payable
der ltin f r the payment coin or currency
f public or private debtsof the United States, which is, at
the time of payment, g
This Bond is one of a duly authorized issue of Bonds of the Issuer designated
"Water and Sewer Improvement Revenue Bonds" in the aggregate principal amount of
• $ and designated "Series 1992B", of like tenor and effect, except as to
number, date, maWrity, interest rate and redemption provisions, issued to finance the
cost of the construction and acquisition of additions, extensions and improvements to
the pursuant
compand lete
authority ofeand water
efull ompliancestem with thee "System") of the issuer.
Co Constitution and laws of
pursuan
LKL-08/ 12/92-3257-AUTHRES -19-
•
the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, and
other applicable provisions of law, and pursuant to Section 16R of Resolution No. 87-1
duly adopted by the City Council of the Issuer on January 20, 1987, as amended and
supplemented by Resolution No. 87-7 duly adopted by City Council of the Issuer on
July 8, 1987 and Resolution No. 87-8 duly adopted by City Council of the Issuer on
July 21. 1987 and Resolution No. 89-3 duly adopted by the City Council of the Issuer
on August 1, 1989, as supplemented, and pursuant to Resolution No. ,
adopted by the City Council of the Issuer on , 1992, as
supplemented (hereinafter collectively called the "Resolution"). and is subject to all the
terms and conditions of such Resolution.
This Bond and the issue of Bonds of which it is a part, are special obligations of
the Issuer payable solely from and secured by an irrevocable lien upon and pledge of
the net revenues derived by the Issuer from the operation of the System (the "Net
Revenues"). the proceeds of a tax levied and collected by the Issuer on the purchase of
electricity, bottled gas (natural or manufactured), and local telephone service in the
territorial limits of the Issuer, pursuant to law and Ordinance No. 216, enacted by the
Issuer on October 8, 1945, as the same may be amended or supplemented from time
to time (the "Public Service Tax Revenues"), the amounts due and payable to the Issuer
under franchises granted by the Issuer, more particularly described below, as such
franchises may be renewed or extended from time to time: (i) Franchise granted to
Cablevision Inc., as successor to OkeAirco. Inc., for a community antenna television
system. pursuant to an ordinance enacted on May 23. 1972: (11) Franchise granted to
Florida Power & Light Company for electric light and power facilities, pursuant to
Ordinance No. 376 of the Issuer. enacted on August 5, 1975. as amended: and (iii)
Franchise granted to United Telephone Company of Florida for a communications
systems, pursuant to franchise agreement dated August 1, 1982 (the "Franchise
Revenues"). and all monies of the revenue sharing trust fund for municipalities to be
received by the Iss•.ler from the State of Florida pursuant to Chapter 218, Part H.
Florida Statutes, as amended, excluding certain motor fuel taxes and fees, but not in
any event an amount in excess of the Issuer's guaranteed entitlement portion of such
monies (the "Guaranteed Entitlement Funds") (the Net Revenues, the Public Service
Tax Revenues, the Franchise Revenues and the Guaranteed Entitlement Funds
hereinafter collectively referred to as the "Pledged Revenues"). all in the manner
provided in the Resolution.
The lien upon and pledge of the Pledged Revenues in favor of the holders of
Bonds of which this Bond is one. is on a parity and ranks equally with the lien
thereon and pledge thereof in favor of the holders of the Issuer's outstanding Water
and Sewer Refunding Revenue Bonds. Series 1992A. together with the Issuer's
outstanding Water and Sewer Refunding and Improvement Revenue Bonds, Series
1987and the Issuer's outstanding Water and Sewer Improvement Revenue Bonds.
Series 1989 (hereinafter called the "Parity Bonds").
The Resolution provides for the release of certain of the Pledged Revenues in
certain events for the provisions of which reference is made to the Resolution.
This Bond does not constitute a general indebtedness, or a pledge of the faith.
• credit or taxing power of the Issuer, the State of Florida nor any political subdivision
thereof, within the :Weaning of any constitutional or statutory provision or limitation.
Neither the State of Florida nor any political subdivision thereof, nor the Issuer shall
be obligated (1) to exercise its ad valorem taxing power or any other taxing power in
any form on any real or personal property in the Issuer to pay the principal of the
Bonds, the interest thereon or other costs incident thereto or (2) to pay the same from
1.KL-08/ 12/92-3257-AUTHRES -20-
•
any other funds of the Issuer, except from the Pledged Revenues. in the manner
provided herein and in the Resolution. It is further agreed between the Issuer and the
registered holder of this Bond that this Bond and theindebtedness
rope to o tthe Issuer. but shaevidenced ll
shall not constitute a lien on the Project or any other property
constitute a lien only on the Pledged Revenues, in the manner provided in the
Resolution.
(Insert Redemption Provisions)
Bonds in denominations greater than $ shall be deemed to be an
� the event a Bond
equivalent number of Bonds of the denomination ooi of
of such may be redeemed, but
is of a denomination larger than $ p integral
Bonds shall be redeemed only in the principal
f trlcepBonds or portions thereof are or ancalled for
multiple thereof. In the event any
redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to be
redeemed which notice shall include the CUSIP numbers as well as other identifying
and relevant descriptive details will be given by the Registrar (who shall be the paying
agent for the Bonds, or such other person, firm or corporation as may from
a time
to
time be designated by the Issuer as the Registrar for the Bonds) by copy of
the redemption notice by certified or registered mail or overnight delivery service
(postage prepaid) not more than forty-five (45) days and not less then thirty (30) days
prior to the date fixed for redemption to the Registered Owner of each Bond to be
redeemed in whole or in part at the address shown on the registration books and to
others as set forth in the Resolution. Failure to give such notice by mailing to any
owner of Bonds or ,any other, or any defect therein, shall not affect the validity of any
proceeding for the redemption of other Bonds. All Bonds so called for redemption will
cease to bear interest after the specified redemption date provided funds for their
redemption are on deposit at the place of payment at that time.
If the date for payment of the principal of, premium, if any, or interest on this
bond shall be a Saturday. Sunday, legal holiday or a day on agent isbank ted
Institutions In the city where the corporate trust office of the paying
loca
are authorized by law or executive order to close, then the date for such payment shall
be the next succeeding day which is not a Saturday. Sunday, legal holiday on such on
which such banking institutions are authorized to close, and payor
ent date
shall have the same force and effect as if made on the nominal date of payment.
In and by the Resolution, the Issuer has covenanted and agreed with the
holders of the Bonds that It will fix, establish and maintain such rates and collect
such fees, rentals and other charges for the services and facilities of the System and
revise the same from time to time whenever necessary, as will always provide Gross
Revenues in each Fiscal Year sufficient to pay 100% of the Cost of Operation and
Maintenance of the System in such Fiscal Year, 125°x6 of the Bond Service
Requirement becoming due in such Fiscal Year on the outstanding Bonds, the Parity
Bonds and on all outstanding Additional Bonds, including all Pledged Revenues not
released under the Resolution, plus 100°x6 of all reserve and other payments required
to be made pursuant to the Resolution, including all Pledged Revenues not released
• under the Resolution, and has entered into certain other covenants and agreements
respecting the Bonds, as to which reference is made to the Resolution.
It is hereby certified and recited that all acts, conditions and things required to
to and in the issuance
exist, to happened arid to be perfoed and have been performedto
in regular and due form and time as
f this Bond
exist, havea
LKL-08/12/92-3257-AU iiRES -21-
0
required by the laws and Constitution
atedoes not pany coplicablnstitutional ore
that the issuance of the Bonds of this issue
statutory limitations or provisions.
(To be inserted where appropriate on face of bond: "Reference is hereby made to
the further provisions of this Bondset�� on the reverse side hereof. and such
the same effect as if set forth on this
further provisions .sl -1a11 for all purposes
side.") _
cting
Bond is
Subject to al fesprovisionsand
cident of a negotiablof the Resolution einstrument
under the Uniform
and has all the qualities and
Commercial Code - Investment Securities of the State of Florida.
The Bonds are issued in the form of fully registered bonds without o the
ns in
denominations of 8>_.. or any integral multiple of $
limitations and upon payment of the charges provided in the Resolution. Bonds may
of
be exchanged for a like aggregate �s Bo d ouof nable by the Registered Holder
ds of the same
other authorized d�:nominations at the above-mentioned
hereof in person or by his attorney duly manner esub sin ubject to wilting,at
limitations and upon
office of the Registrar, but only 1
payment of the charges provided in the Resolution, and upon surrender and
cancellation of this Bond. Upon such transfer a new Bond or Bonds of the same
maturity and rate of interest, and of authorized denomination or denominations, for
the same aggregate principal amount, will be issued to the transferee in exchange
therefor at the earliest practicable oprovisions
of the
Resolution. Bond, may be time
the registration books upondelivery to
the Registrar of the Bonds, accompanied by a written instrument or instruments of
transfer in form and with guaranty of signature satisfactory to the Registrar, duly
executed by the Registered Holder of the
ewrBitten instructionto be s ase o or
details of the
fact or legal representative, containing number or federal employer
transfer of such Bonds, along with the social security
identification number of such transferee and, if such transferee is a trust, the name
and social security or federal employer identification numbers of the settlor and
beneficiaries of the trust, the federal employer identification number and d� oth
f the
trust and the name of the trustee. The Issuer or the Registrar may g
Registered Holder of such Bond for every such transfer of a Bond an amount sufficient
to reimburse them for their reasonable fees and any tax. fee, or other gonu enh
charge required to be paid with
respect
to such shall be transfer.
and
may
require
charge be paid before any such
The Issuer may deem and treat the Registered Holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
payment of or on account hall not be affected by any notice to the contraryal hereof and interest due hereon and for all other
purposes, and the Issuer
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security orbenefit under theResolution by the Registrar. certificate of authentication
endorsed hereon shall have been duly
signed
•
IN WITNESS WHEREOF. the City of Okeechobee. Florida, has issued this Bond
and has caused the samebeo�ben alcorei facsimile a �gnaturerof its CitysCl�erk, and its
ture of its
Mayor and attested y
LiCL-08/ 12/92-3257-ALTTHRI S -22-
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official seal or a facsimile thereof to belaa9 ed, impressed, imprinted, lithographed or
reproduced hereon as of
CITY OF OKEECHOBEE, FLORIDA
By:
(SEAL)
Attest:
City Clerk
APPROVED AS TO ORM:
City APtoMey
Mayor
LKL-08/ 12/92-3257-AUrHRES -23-
•
•
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This bond i.j one of the Issue of the within described iBunt shown above
e Interest rate,
maturity date, registered holder, rate of interest and principal amollcable federal
are correct in all
espects and have been recorded, along with the app
taxpayer identification number and the address
undersigned red holder, in the Bond
Register maintained at the principal offices of
Dated:
Registrar
By: Authorized Signatory
ua.-08/12/92-3257-AU niFXS -24-
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ASSIGNMENT
ASSIGNMENT FOR VALUE RECEIVED. the undersigned
(the 'Transferor"). hereby sells. assigns. and transfers unto
(Please insert name and Social Security or Federal Employer Identification number of
assignee) the within Bond and all rights thereunder, and hereby irrevocably
(the
constitutes and appoints
ter the transfer of the within Bond on the books kept
'Transferee") as attorney to regis
for registration thereof. with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered
and no new Bond will be issued in the
name of the Transferee• unless the
signature(s) to this assignment
corresponds with the name as it
appears upon the face of the within
Bond in every particular• without
alteration or enlargement or any change
whatever and the Social Security or
Federal Employer Identification Number
of the Transferee is supplied.
LKL-08/ 12/92-3257-ACfniRES -25-
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•
The following abbreviations, when used in the inscription on the face of the
within Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in
common
TEN ENT - as tenants by the
entireties
JT TEN - as Joint tenants with
right of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in list above.
LKL-08/ 12/92-3257-AUTHRES
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Section 15. 1992 Bonds Not Debt Of Issuer. The 1992 Bonds do not
constitute a general indebtedness, or a pledge of the faith, credit nor taxing power of
the Issuer, the State of Florida nor any political subdivision thereof, within the
meaning of any constitutional or statutory provision or limitation. Neither the State of
Florida nor any political subdivision thereof, nor the Issuer shall be obligated (1) to
exercise its ad valorem taxing power or any other taxing power in any form on any real
or personal property in the Issuer to pay the principal of the 1992 Bonds, the interest
thereon or other costs incident thereto or (2) to pay the same from any other funds of
the Issuer, except from the Pledged Revenues, in the manner provided herein. It is
further agreed betv►een the Issuer and the registered holder of the 1992 Bonds that
the 1992 Bonds and the indebtedness evidenced thereby shall not constitute a lien on
the Project or any other property of the Issuer, but shall constitute a lien only on the
Pledged Revenues, in the manner provided in the herein.
Section 16. Pledged Revenues. The payment of the principal of and interest
on the 1992 Bonds shall be secured forthwith equally and ratably by an irrevocable
lien on the Pledged Revenues prior and superior to all other liens or encumbrances on
such Pledged Revenues and the Issuer does hereby irrevocably pledge such Pledged
Revenues to the payment of the principal of and interest on the 1992 Bonds, the
reserves therefor, and for all other required payments, except that the lien upon and
pledge of the Pledged Revenues in favor of the holders of the 1992 Bonds is on a parity
and ranks equally with the lien thereon and pledge thereof in favor of the holders of
the Issuer's outstanding Parity Bonds. The Pledged Revenues (other than the Net
Revenues) are subject to the Issuer's optional release thereof upon compliance with
Section 16U of the Original Resolution.
Section 17. Application Of Provisions Of The Original Resolution. The
1992 Bonds shall for all purposes be considered to be Additional Bonds issued under
the authority of the Original Resolution, and shall be entitled to all the protection and
security provided therein for the Parity Bonds, and shall be in all respects entitled to
the same security, rights and privileges enjoyed by the Parity Bonds.
The covenants and pledges contained in the Original Resolution shall be
applicable to the 1992 Bonds herein authorized in like manner as applicable to the
Parity Bonds. and the Revenue Fund, the Sinking Fund, the Reserve Account the
Operation and Maintenance Fund, the Renewal and Replacement Fund, the Excise
Revenues Fund and (until directed by an opinion of nationally recognized bond
counsel that it is not required) the Rebate Fund, shall be continued and maintained as
long as any of the 1992 Bonds issued hereunder and interest thereon are outstanding
and unpaid. The principal of (including Amortization Installments, if any), interest on
and redemption premiums, if any, on the 1992 Bonds herein authorized shall be
payable from the Sinking Fund heretofore established on a parity with the Parity
Bonds, and payments shall be made into such Sinking Fund by the Issuer from the
Revenue Fund in amounts fully sufficient to pay the principal of (including
Amortization Installments, if any). and interest on the Parity Bonds and on the 1992
Bonds herein authorized as such principal. Amortization Installments, if any, and
interest become due.
• The Reserve .Account established in the Original Resolution shall be applicable
pro rata to the 1992 Bonds in the same manner as applicable to the Parity Bonds, and
the payments to be made into said Reserve Account shall be increased proportionately
to provide a reserve for the Parity Bonds and the 1992 Bonds herein authorized,
taking into account any surety bond or insurance policy provided therefor, all as
provided in the Original Resolution.
LKL-08/ 12/92-3257-ALrniREs -27-
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Section 18. Application Of Proceeds Of The 1992 Bonds. A. 1992A
Bonds, All moneys received from the sale of the 1992A Bonds shall be deposited by
the Issuer in a special account in a bank or trust company and applied by the Issuer
as follows:
(1) All accrued interest to the date of delivery shall be deposited in the
Sinking Fund and used solely for the purpose of paying interest becoming due on the
1992A Bonds.
(2) To the extent not provided from other funds, a sum which.
together with moneys and surety bonds and insurance policies on deposit in the
Reserve Account for the Bonds. will be equal to the Maximum Bond Service
Requirement on the 1992A Bonds and the outstanding Parity Bonds becoming due in
any Fiscal Year. shall be deposited into the Reserve Account. and the Issuer shall pay
the premium to the provider of surety bonds and insurance policies, if any, obtained in
lieu of required deposits to the Reserve Account.
(3) To the extent not reimbursed or paid by the original purchaser of
the 1992A Bonds, the Issuer shall pay all costs and expenses, including bond
Insurance premiums, if any, in connection with the preparation, issuance and sale of
the 1992A Bonds.
(4) A sum to be specified in the Escrow Deposit Agreement which,
together with other funds described in the Escrow Deposit Agreement to be deposited
in escrow, and when invested or held in cash, will be sufficient to pay, as of any date
of calculation, the principal of, interest on, and premium, if any, and other costs and
obligations incurred with respect to the Refunded Bonds as the same shall become
due or are redeemed. and to pay the expenses specified in the Escrow Deposit
Agreement, shall be deposited into the Escrow Account established in the Escrow
Deposit Agreement in the amounts sufficient for such purposes.
Such funds shall be kept separate and apart from all other funds of the Issuer
and the moneys on deposit therein shall be withdrawn. used and applied by the
Escrow Agent solely for the purposes set forth herein and in the Escrow Deposit
Agreement.
Simultaneously with the delivery of the Bonds to the underwriter. the Issuer
shall enter into the Escrow Deposit Agreement. The Escrow Deposit Agreement shall
provide for the deposit of sums into the Escrow Account and for the investment of
such moneys in appropriate Federal Securities so as to produce suf Icient funds to
make all of the payments described in the first paragraph of this Subsection 18A(4).
At the time of execution of the Escrow Deposit Agreement, the Issuer shall furnish to
the Escrow Agent named therein appropriate documentation to demonstrate that the
sums being deposited and the investments to be made will be sufficient for such
purposes.
The Registered Holders of the Bonds shall have no responsibility for the use of
• the proceeds of the Bonds, and the use of such Bond proceeds by the Issuer shall in
no way affect the rights of such Registered Holders.
B. 19928 Bonds, All moneys received from the sale of the 1992B Bonds
shall be deposited by the Issuer in a special account in a bank or trust company and
applied by the Issuer as follows:
LK"8/ 12/92-3257-AUTHRES -28-
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(1) All accrued interest to the date of delivery plus, at the option of the
Issuer, an additional amount sufficient to pay all or a portion of the interest to accrue
on the 1992B Bonds attributable to the 1992B Project through the estimated date of
completion of the 1992B Project (as determined by the Consulting Engineer) and for
not more than one year thereafter, shall be deposited in the Sinking Fund and used
solely for the purpose of paying interest becoming due on the 1992B Bonds.
(2) To the extent not provided from other funds, a sum which,
together with moneys and surety bonds and insurance policies on deposit in the
Reserve Account for the Bonds, will be equal to the Maximum Bond Service
Requirement on the 1992B Bonds and the outstanding Parity Bonds becoming due in
any Fiscal Year, shall be deposited into the Reserve Account, and the Issuer shall pay
the premium to the provider of surety bonds and insurance policies. if any, obtained in
lieu of required deposits to the Reserve Account.
(3) To the extent not reimbursed or paid by the original purchaser of
the 1992B Bonds, the Issuer shall pay all costs and expenses, including bond
insurance premiums, if any, in connection with the preparation, issuance and sale of
the 1992B Bonds.
(4) The remainder of the proceeds shall be deposited in a special fund
which is hereby created, established and designated as the "Series 1992B Water and
Sewer System Construction Fund" (herein called the "Construction Fund"). There
shall be paid into the Construction Fund the balance of the moneys remaining after
making all the deposits and payments provided for in paragraphs (1) to (3) above of
Section 18B.
Such Construction Fund shall be accounted for separately from all other
accounts of the Issuer, and the moneys on deposit therein shall be withdrawn. used
and applied by the Issuer solely to the payment of the Cost of the 1992B Project and
purposes incidental thereto, as hereinabove described and set forth. If for any reason
such proceeds or any part thereof are not necessary for or are not applied to the
payment of such Cost, then the unapplied proceeds shall be applied and allocated by
the Issuer into the Reserve Account to the extent necessary to meet the Maximum
Bond Service Requirement for all outstanding Bonds as required therefor, and any
balance thereafter shall, at the option of the Issuer, either be held in the Construction
Fund to pay the cost of extensions, additions and betterments to the System upon the
certification of the Consulting Engineer that such improvements are needed and are
economically sound and feasible, or be deposited into the Revenue Fund under the
Original Resolution. All such proceeds shall be and constitute trust funds for such
purposes, and there is hereby created a lien upon such moneys until so applied in
favor of the Bondholders.
Any funds on deposit in the Construction Fund which, in the opinion of the
Issuer, acting upon the recommendation of the Consulting Engineers, are not
immediately necessary for expenditure, as hereinabove provided, may be invested as
provided in the Original Resolution.
All expenditures or disbursements from the Construction Fund shall be made
only after such expenditures or disbursements shall have been approved in writing by
the Consulting Engineers. The date of completion of the 1992B Project shall be
determined by the Consulting Engineers, who shall certify such facts in writing to the
Issuer.
LK1-08/ 12/92-3257-NiTHRES
-29-
•
Section 19. Tax Covenants. The Issuer at all times while the 1992 Bonds
are outstanding ,ahall comply with the requirements of Section 103 and Part IV of
Subchapter B of Chapter One of the Code and any valid and applicable rules and
regulations promulgated thereunder or under any predecessor provisions of the
Internal Revenue Code of 1964. as amended, including without limitation, the
requirements regArding payment of the Rebate Amount in accordance with the
Original Resolution.
Section 20. Sale Of The 1992 Bonds. The 1992 Bonds shall be issued and
sold in such manner and at such price or prices consistent with the provisions of the
Act and the requirements of this Resolution, all at one time or in installments. from
time to time, as the Issuer shall hereafter determine by resolution; provided that no
installment shall be sold unless. at the time of sale, the Issuer complies with all of the
requirements of Section 16R of the Original Resolution treating such installment then
being sold as Additional Bonds thereunder.
Section 21. Execution and Delivery of Escrow Deposit Agreement. The
proper officers of the Issuer are hereby authorized to execute and deliver the Escrow
Deposit Agreement, in substantially the form attached hereto as Exhibit "A". with such
revisions as shall hereafter be approved by the Mayor, such approval to be evidenced
by his execution thereof, is hereby authorized and approved in connection with
marketing of the 1992A Bonds, and the proper officers of the Issuer are hereby
authorized to execute the Escrow Deposit Agreement and to deliver some to the
Escrow Agent.
Section 22. Modification Or Amendment. No material modification or
amendment of thss Resolution or of any ordinance or resolution amendatory hereof or
supplemental hereto may be made without the consent in writing of (i) the insurer
under any insurance policy of the Issuer then in force which insures against non-
payment of principal of and redemption premium, if applicable. and interest on. the
1992 Bonds, and (ti) the Registered Holders of two-thirds or more in the principal
amount of the 1932 Bonds then outstanding; providing, however, that no modification
or amendment shall permit a change in the maturity of the 1992 Bonds or reduction
in the rate of interest thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and interest on the 1992
Bonds as the same shall become due from the Pledged Revenues or reduce the
percentage of Registered Holders required to consent to any material modification or
amendment hereof without the consent in writing of any insurer and of all Registered
Holders of such 1992 Bonds; provided further, however, that no such modification or
amendment shall allow or permit any acceleration of the payment of principal of or
interest on the 1992 Bonds upon any default in the payment thereof whether or not
the insurer and Registered Holders of such 1992 Bonds consent thereto. Insurer
under this Section shall be deemed to include the insurer under the Reserve Account
surety bond. A copy of all amendments to this Resolution which are consented to by
the insurer shall be mailed to Standard & Pooes Corporation.
Section 2:3. Defeasance And Subrogation. (a) If. at any time. the Issuer
• shall have paid, or shall have made provision for payment of. the principal. interest.
redemption premiums, if any, and Rebate Amount. if any, with respect to the 1992
Bonds, then, and in that event. the pledge of and lien on the Pledged Revenues and all
covenants herein in favor of the Bondholders of the 1992 Bonds shall be no longer in
effect. For purposes of the preceding sentence. deposit of Federal Securities or bank
certificates of deposit fully secured as to principal and interest by Federal Securities or
Laos/ 18/92-3257-wrxror5 -30-
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non -callable tax-exempt bonds (or deposit of any other securities or investments which
may be authorized by law from time to time and sufllcient under such law to effect
such a defeasance) in irrevocable trust with a banking institution or trust company,
for the sole benefit of the Bondholders of the 1992 Bonds, in respect to which such
Federal Securities or certificates of deposit or non -callable tax-exempt bonds, the
principal and interest received will be sufficient to make timely payment of the
principal of, interest on, redemption premiums, if any, expenses and any other
obligations of the Issuer incurred with respect to the outstanding 1992 Bonds, shall be
considered "provision for payment". Nothing herein shall be deemed to require the
Issuer to call any of the outstanding 1992 Bonds for redemption prior to maturity
of the
pursuant
s sto uer in any
applicable
rrmining whether to exercise ionany such option foions. or to r early the
discretion
0
(b) In the event any of the principal and redemption premium. if
applicable, and interest due on the 1992 Bonds shall be paid by an insurer pursuant
to an insurance policy which insures against non-0ayment thereof, the pledge of the
Pledged Revenuers and all covenants, agreements and other obligations of the Issur to
the Registered Holders to whom or for the benefit of whom the insurer has made such
payments, shall continue to exist and the insurer shall be subrogated to the rights of
such Registered Holders to the full extent of such payments.
Section 24. supplemental Ordinances And Resolutions. The Issuer may,
from time to time: and at any time, adopt such ordinances or resolutions as shall not
be inconsistent with the terms and conditions of this Resolution:
A. To cure any ambiguity. defect, or omission in this Resolution: or
B. To secure, extend or renew to the holders of the 1992 Bonds the
pledges made herein for the payment of the 1992 Bonds and the interest to accrue
thereon.
Section 24. Exercising Right Under Original Resolution to Release Certain
Pledged Revenues. Pursuant to Section 16U of the Original Resolution. the Issur
hereby exercises its right thereunder to release certain revenue sources from the
pledge and lien of the Original Resolution and of the Bonds now outstanding (and
including the 1992 Bonds and any Additional Bonds hereafter issued pursuant to the
Original Resolution). The Issuer hereby designates and declares that the revenue
source hereby released shall be that portion, if any. of the Guaranteed Entitlement
Funds (as defined in the Original Resolution) which is derived from the hereinafter
described excluded fuel taxes and fees: whereby the "Guaranteed Entitlement Funds"
to be retained as initially pledged under the Original Resolution shall henceforth mean
all monies of the revenue sharing trust fund for municipalities to be received by the
Issuer from the State of Florida pursuant to Chapter 218, Part U, Florida Statutes, as
amended, excluding the portion thereof derived from motor fuel taxes imposed under
Section 206.605. Florida Statutes, as amended, derived from special fuel taxes
imposed under Section 206.87. Florida Statutes. as amended, and derived from
alternative fuel user fees imposed under Section 206.879, Florida Statutes. as
amended, but not in any event an amount in excess of the Issuer's guaranteed
entitlement portion of such monies. Attached hereto as Exhibit "C" is the sworn
• certificate of an independent certified public accountant. The Issuer hereby directs its
bond counsel to give notice in the manner required by the Original Resolution.
[X1.-08/18/92-3267•AlT 1MA -31-
•
Section 28. Amendment to Original Resolution. Pursuant to Section 20 of
the Original Resolution, Section 16I of the Original Resolution is hereby amended and
restated in its entirety as follows:
"I. MORTGAGE OR SALE OF THE SYSTEM. The Issuer irrevocably
covenants, binds and obligates itself not to sell, lease, encumber or in any manner
dispose of the System as a whole until all of the Bonds shall have been paid in full as
to both principal and interest, or payment shall have been duly provided for under this
Resolution; provided, however, that the Issuer may sell, lease, encumber or in any
manner dispose; of the System as a whole to a governmental authority or agency which
the Issuer may hereafter create to act on its behalf by subsequent resolution or
ordinance prior to payment in full of the Bonds as to both principal and interest. or
prior to provision for payment under this Resolution.
The foregoing provision notwithstanding, Issuer may sell or dispose of, for fair
market value. tmy properties or parts of the System which the Consulting Engineer
shall certify in writing are not necessary for the continued operation of the System and
that the sale or disposal of which will not adversely affect the Gross Revenue e to
derived from the System to such an extent that the Issuer will fail to comply
with covenants herein, including Section 16F hereof.
The proceeds derived from any sale or disposal of any properties or parts of the
System as provided for in the above paragraph shall, in the discretion of the Issuer, be
(1) deposited in the Renewal and Replacement Fund and used exclusively for the
purpose of paying the cost of extensions, enlargements or additions to. or the
replacement of capital assets of the System and for unusual or extraordinary repairs
thereof, or for the construction or acquisition of additions, extensions and
improvements to the System, or (2) for the purchase or retirement of the Bands then
outstanding. However, if the Consulting Engineer certifies that proceeds are necessary
for the purposes stated in part (1) above, such proceeds shall remain in the Renewal
and Replacement Fund until such certifled requirements are satisfied. and the
proceeds shall not be used for any other purpose allowed by this Resolution."
Provided, however. such amendment shall not be effective except upon compliance
with Section 20 of the Original Resolution.
Section,27. Severability Of Invalid Provisions. If any one or more of the
covenants, agreements or provisions herein contained shall be held contrary to any
express provisions of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid,
then such covenants. agreements or provisions shall be null and void and shall be
deemed separable from the remaining covenants, agreements or provisions and shall
in no way affect the validity of any of the other provisions hereof or of the Bonds
issued hereunder.
Section 28. Repealing Clause. All ordinances or resolutions or parts thereof
of the Issuer in conflict with the provisions herein contained are, to the extent of such
conflict. hereby superseded and repealed.
• section 36. Effective Date. This Resolution shall take effect immediately
upon adoption.
uxL.oa/ to/92-3257-AUniWA -32-
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Adopted this 18th day of August, 1992.
4Mayor
(SEAL)
Attest:
City Clerk
Approved a:, to fo
City Attorney
UQr08/ 12/92-3257-AlrniRES -33-
OHEE,
•
•
STATE OF FLORIDA
COUNTY OF OKEECHOBEE
I, Bonnie S. Thomas, the undersigned Clerk of the City of Okeechobee. Florida,
do hereby certify that the above and foregoing is a true and correct copy of a resolution
as the same was d asadopted
the same appears ntrecRegular in my officng
e.of the Authority on
August 18, 1992, an
IN WITNESS
C tf ____. 1992.
WHEREOF. I hereunto set my hand this J V Vday of
U4.-08/ 12/92-3257-AUniRES
CITY OF • •FLORIDA