Loading...
1989-03 Sewer Plant AdditionsFLORIDA: RESOLUTION NO. 89-3 A RESOLUTION ' AUTHO.RIZING THE CONSTRUCTION AND ACQUISITION' OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO .THE WATER AND SEWER SYSTEM OF .THE CITY; ' PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $5,0000000 WATER AND SEWER IMPROVEMENT REVENUE BONDS, SERIES 1989 OF THE CITY TO BE APPLIED TO PAY THE COST OF ! SUCH ADDITIONS,. EXTENSIONS AND IMPROVEMENTS; .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; AUTHORIZING ' THE ISSUANCE -OF =2,0009000 WATER AND SEWER IMPROVEMENT REVENUE BOND ANTICIPATION NOTES, SERIES 1989; AWARDING SALE. OF THE NOTES; DESIGNATING* THE PAYING AGENT FOR THE NOTES; DESIGNATING THE NOTES AS A QUALIFIED TAX EXEMPT OBLIGATION; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE, Section 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is enacted pursuant to Chapter 166, Part- 1I, 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,. 19879 as amended and supplemented, particularly as amended and supplemented by Resolution No. 87-7 duly adopted by the City Council of the Issuer on July 8, 1987 and Resolution No. 87-8 duly adopted by the City Council of -the Issuer on July 21, 1987 (collectively, the "Original Resolution") and is supplemental to 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. 111989 Bonds" shall mean the Issuer's Water and Sewer Improvement Revenue Bonds, Series 1989, herein authorized to be issued. 111989 Project" shall mean the construction and acquisition of additions, extensions and improvements of the. System pursuant to plL,is and specifications of the Consulting Engineers on file, or to be on file, with the Issuer. "Act" shall mean Chapter 1661 Part II, Florida .Statutes, and other applicable provisions of law, and the Original•Resawtion. LKL-07/25/89-324AA-2907 -1- "Bonds" shall mean the Parity Bonds, the 1989 Bonds, together with any Additional Bonds hereafter issued under the terms, conditions, and limitations contained In the Original Resolution. "Notes" shall mean the Issuer's Water and Sewer Improvement Revenue Bond Anticipation Notes, Series 1989, herein authorized to. be issued. "Parity Bonds" shall mean the Issuer's Water and Sewer Refunding and Improvement Revenue Bonds, Series 1987, authorized pursuant to the Original Resolution. Section 3. FINDINGS., It Is hereby ascertained, determined and declared 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 reasonable 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. C. It is necessary and desirable to acquire and construct the 1989 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 1989 Project Is $5,000,000. - A portion of such cost shall be paid from the proceeds derived from the sale of the 1989 Bonds or the Notes, or in part from each source.. E. 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. F. The Issuer is -authorized to issue the 1989 Bonds as Additional Bonds within the authorization contained In Section 16R•'of the Original Resolution at such time as the 1989 Bonds can meet the conditions .rind 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 1989 Bonds as Additional Bonds at or prior to the maturity of the Notes hereinafter described. G. The estimated Pledged Revenues will be sufficient to pay all of the principal of and interest on the 1989.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. LKL-07/25/89-324AA-2907 -2- .Y H. The principal of and Interest on the 1989 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 1989 Bonds or to•make any of the required sinking fund, reserve or other payments, and any failure to pay. the_ 1989 Bonds shall not give rise to a lien upon any property of or in the Issuer, except the Pledged Revenues. I. It is necessary and urgent that funds be made immediately available in order to provide money for the. cost of the acquisition and construction of the 1989 Project. However, because of.' the urgent need for funds and the need to structure long-term financing in the most advantageous manner in the municipal bond market, It is necessary for the Issuer to resort to short-term financing at this time in anticipation of the receipt by it of the proceeds to be derived from the sale of the 1989 Bonds. Otherwise, if the Issuer postpones and delays the 1989 Project, pending the same and delivery of such 1989 Bonds, considerable inconvenience will be suffered by the Issuer and Its inhabitants. The principal of the Notes to be issued pursuant to this Resolution will be payable solely from. and secured by a prior lien 'upon and pledge of the first proceeds derived from the sale of the 1989 Bonds and, if necessary, from a lien upon and pledge of the Pledged Revenues and the intere•, on the Notes will be payable solely from the Pledged Revenues, both pledges and liens on the Pledged Revenues being junior and subordinate to the lien thereon of the Parity Bonds. Section 4. AUTHORIZATION OF CONSTRUCTION AND ACQUISITION OF 1989 PROJECT. There is hereby authorized the construction and acquisition of the 1989 Project in accordance with the r,_,,.orts ?0 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. The "Cost of the 1989 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 construction and acquisition of the 1989 Project; Interest upon the Notes and the 1989 Bonds during the period of construction of LKL-07/25/89-324AA-2907 -3- the 1989 Project and up to twelve months thereafter; the cr;:ation 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 construction and acquisition of the 1989 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 1989 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 1989 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the 1989 Bonds over any other thereof, except as expressly provided therein and herein. Section 6. AUTHORIZATION OF 1989 BONDS. Subject and pursuant to the provisions hereof, Bonds of the Issuer to be known as "w^.ter and Sewer Improvement Revenue Bonds," the first installment of which is to be designated "Series 1989," are authorized to be issued in the aggregate principal amount of not exceeding Five Million Dollars ($5,000,000). Section 7. DESCRIPTION OF 1989 BONDS. The 1989 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 sv.ch dates and In. such years and amounts, .all as shall be•determined by subsequent resolution of the Issuer. The .1989 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 1989 Bonds shall be iSSLt d 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 fvlly registered 1989 Bond shall be paid by check or draft mailed to the person. in - whose name the, 1989 Bond is registered, at his or her address.as it appears on the Bond Register maintained by the Registrar, at the close of LKL-07/25/89-324AA-2907 -4- business on the 15th day of the month (. Nether or not a business day) next preceding the interest payment date (the. "Record Date'),' irrespective of any transfer of such 1989 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 1989 Bond is res ;tered 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 119.89 Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the person in whose name such 1989 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 1989 Bonds and shall be payable In 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 1989 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 1989 Bond scall have been duly signed by the Registrar. If the date for payment of .the principal of, premium, if any, .or interest on the 1989 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 1989 •. Bonds may, be issued or exchanged for 1989 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 1989 Bonds to be Includable in gross Income of the holder for federal income tax purposes. Section 8. EXECUTION OF 1989 BONDS. The 1989 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 facsimile LKL-07/25/89-324AA=2907 -5- 0 V. 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 1J89 Bonds. The Certificate of Authentication of the Registrar shall appear on the 1989 Bonds, and no 1989 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 1989 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 1989 Bonds, shall at all times be a manual signature. ?n case any officer whose signature shall appear on any 1989 Bonds shall cease to be such officer before the delivery of such 1989 Bonds, such signature or facsimile shallnevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any 1989 Bonds may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of .such 1989 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. NEGOTIABILITY. Subject to the provisions hereof respecting registration and transfer, the 1989 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 1989 Bonds, shall be conclusively deemed to have agreed that the 1989 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 10. , REGISTRATION, -EXCHANGE AND TRANSFER. There shall be a Registrar for the 1989 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 1989. Bonds. The Issuer shall, prior to• the proposed date of delivery of the 1989 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 1989 Bonds in compliance. with the Florida Registered Public Obligations Act and the system of registration as established by the Issuer In the Origlnal.Resolution and this Resolution pursuant thereto. 1989 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 1989 Bonds, along with the social security number or federal employer identification LKL-07/25/89-324AA-2907 -a- 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 date of the trust and the name of the trustee. No transfer of any 1989 Bond shall be effective until entered.on the registration books maintained by the Registrar. Upon surrender for transfer or exchange.. of any 19.89 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 1989 Bond or 1989 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 ith the provisions of this Resolution. The Issuer or the Registrar may charge the owner of such 1989 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 1989 Bond shall be delivered. All 1989 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, Inform and.with guaranty of -signature satis- factory to the Registrar, duly executed by the registered holder or by his duly authorized attorney In fact or legal representative. All 1989 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 1989 Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the 1989 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 1989 Bonds surrendered. The Issuer and the Registrar may treat the registered owner of any 1989 Bond as the absolute owner thereof for all purposes, whether or not such 1989 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 1989 Bonds to amend or modify the foregoing provisions relating to the registration of the 1989 Bonds by resolution or ordinance in LKL-07/25/89-324AA-2907 -7- order to comply with all. applicable laws, rules, and regulations of the- United States and/or the State of Florida relating thereto. Section 11. 1989 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any 1989 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in Its discretion Issue and deliver a new 1989 Bond of like tenor as the 19.89 Bond so mutilated, destroyed, stolen or lost,. In exchange and substitution for such mutilated. 1989 Bond upon surrender and cancellation of such mutilated 1989 Bond or in lieu of and substitution for the 1989 gond destroyed, stolen or lost, and upon the holder 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 1989 Bonds so. surrendered shall be ' cancelled by the Registrar for the 1989 Bonds. If any of the 1989 Bonds shall have matured or be about to mature, ;nstead of issuing a substitute 1989 Bond, the Issuer may pay the same, .upon being Indemnified as aforesaid, and if such 1989 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate 1989 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 1989 Bonds be at any time found by anyone, and such duplicate 1989 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 1989 Bonds issued hereunder. Section 12. PROVISIONS FOR REDEMPTION. The 1989 Bonds which are Term Bonds shall be subject to mandatory redemption by means of the Bond Amortization Account and the 1989 Bonds shall be r'edeemable as provided by subsequent resolution of the Issuer. 1989 Bonds in denominations greater than an authorized denomination shall be deemed to be an equivalent number of 1989 Bands in the denomination of an authorized denomination. If a 1989 Bond is of a denomination larger than an authorized denomi- nation, a portion of such 1989 Bond may be redeemed, in tl.a amount of an authorized denomination or integral multiples thereof. Notice of such redemption, Identifying the 1989 Bonds or portions thereof called for redemption which notice shall include the CUSIP numbers as well as other Identifying and relevant descriptive details (1) shall be filed with, the paying agents and any Registrar; and (ii) shall be .malled by the Registrar, registered or, certified mall or LKL-07/25/89-324AA-2907 -8- overnight delivery service, postage prepaid, to all registered owners of the. 1989 Bonds and to the four depositories'and to one or more o. 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 accordancelwith the provisions hereof. In the case of an advance refunding of the 1989 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 1989 Bonds or to any depositary or national call Information service, or any defect therein, shall not affect the validity of any proceeding for the redemption of other 1989 Bonds. Notice having been mailed and filed in the manner and under the conditions hereinabove provided, the 1989 Bonds or portions of 1989 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 rec'.,mption of such 1989 Bonds or portions of 1989 Bonds on such date. Redemption payments should Include the "CUSIP number of the 1989 Bonds to which they apply. On the date so designated for redemption, notice having been maIIed and filed and moneys for payment of the redemption price being held In separate accounts In trust for the holders of the 1989 Bonds or portions thereof to be redeemed, all as provided in the Original Resolution and this Resolution, interest on the 1989 Bonds or portions of .1989 Bonds so called for redemption shall cease to accrue, such 1989 Bonds and portions of 1989 Bonds shall cease to be entitled to any lien, benefit or security under the Original Resolution and this Resolution, andthe holders -or registered owners of such 1989 Bonds or portions of 1989 Bonds, shall have no rights In respect thereof except to receive payment of the redemption price thereof: Upon surrender of any 1989 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 1989 Bond or 1989 Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. Section 13. FORM OF 1989 BONDS. The text- of the 1989 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 authorized and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof: LKL-07/25/89-324AA-2907 =9- T (Form of Fully Registered Bonds) No. R- UNITED STATES OF AMERICA $ STATE OF FLORIDA CITY OF OKEECHOBEE WATER AND SEWER IMPROVEMENT REVENUE I3OND, SERIES 1989 Rate of Interest Maturity Date Dated Date CUSIP Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the City of Okeechobee, Florida, a municipal corporation of th,! 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 y 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 "Paying 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 LKL-07/25/89-324AA-2907 -10- 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 Improvement .Revenue Bonds" in the aggregate principal amount of $5,000,000, the first installment of which is in the aggregate principal amount of $ and designated "Series 198'911, of like tenor and effect, except as to number, date, maturity, Interest 'rate and 'redemption provisions,- issued to finance the cost of the construction and acquisition of additions, extensions and improvements to the complete and. consolidated water and sewer system (the "System") of the Issuer, pursuant to the authority of and. In full eo.mpliance with the Constitution and laws of the State of Florida, including particularlyr Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and pursuant to Resolution No. 87-1 adopted by the City Council of the Issuer on January 20, 1987, as amended and supplemented, and pursuant to Resolution No. ,.adopted by the. City Council of the Issuer on , as amended and 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 sL . ely 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 times (i) Franchise granted to Okeairco, Inc. cable television- of Okeechobee for a community antenna television system, pursuant to an ordinance enacted on May 23, 1972; (ii) Franchise granted to Florida Power & Light LKL-07/25/89-324AA-2907 -11- Company for electric light- and power. facilities, pursuant to-Ordigance No. 376 of the Issuer,' enacted on Augyst 5, 1.975, 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 the portion of the State revenue sharing trust funds received by .the Issuer from the Florida Department of Revenue and designated as "Guaranteed Entitlement" under the provisions of Chapter 218, Part II, Florida Statutes, as amended (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, dated July 1, 1987 (hereinafter called the "Parity Bonds"). The Resolution provides for the release of some )f 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 noliticr' 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 registered holder of this Bond that this Bond and the indebtedness evidenced hereby 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 Resolution. (Insert Redemption Provisions) Bonds In denominations greater than $ shall be deemed to be an equivalent number of Bonds of the denomination of $ In the event a Bond is of a denomination larger than $ , a portion of such i. ay be redeemed, but Bonds shall be redeemed only in the principal amount of $ or any integral multiple LKL-07/25/89-324AA-2907 -12- 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 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 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 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% 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. LKL-07/25/89-324AA-2907 -13- It is hereby certified and recited that all acts, conditions and things required to exist, to happen and' to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and 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 Bond set forth on the reverse side hereof, and such further provisions shall for all purposes have'the same effect as if set forth on this side.") Subject to the provisions of the Resolution respecting registration, this Bond is and has all the qualities and incidents of a negotiable Instrument under the Uniform Commercial Code - Investment Securities of the State of Florida. The Bonds are issued in the form --f fully registered bonds without coupons in denominations of $ or any Integral multiple of S . 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 .th( 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 Bonds to be transferred or his attorney-in-fact or legal representative; containing written instructions as to the details of the transfer of such 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 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 LKL-07/25/89-324AA-2907 -14- 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 I 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 dij,, 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 authenti- cation endorsed hereon shall.have been duly signed by the Registrar. IN WITNESS WHEREOF, the City of Okeechobee, Florida, has issued this Bond and has caused the same to be executed by the manual.or facsimile signature of its Mayor and attested by the manual or facsimile signature of -its City Clerk, and its official seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, as of CITY OF OKEPCHOBEE, FLORIDA Mayor (SEAL) Attest: City Clerk APPROVED AS TO FORM: City Attorney LKL-07/25/89-324AA-2907 -15- 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 uncersigned. Registrar Date of Registration and Authentication: By: Authorized Officer LKL-07/25/8M24AA-2907 -16- 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 .-Athin 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: 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. 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) N Additional abbreviations may also be used though not in list above. LKL-07/25/89-324AA-2907 -17- V Section 14. 1989 BONDS NOT DEBT OF ISSUER. The 1989 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 :he 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 1989 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 between the Issuer and the registered holder of the 1989 Bonds that the 1989 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 15. PLEDGED REVENUES. The payment of the principal of and interest on the 1989 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 .;nterest on the 1989 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 1989 Bonds is on a parity and ranks equally with the lien thereon and pledge thereof ii: 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 16. APPLICATION OF PROVISIONS OF THE ORIGINAL RESOLUTION. The 1989 Bonds sha.L 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 se(,urity, rights and privileges enjoyed by the Parity Bonds. The covenants and pledges contained in the Original Resolution shall be applicable to the 1989 Bonds herein ai;thorized 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 and (until directed by an opinion LKL-07/25/89-324AA-2907 -18- of nationally recognized bond counsel that .it is not required). the Rebate Fund, shall be continued and mantained as long as any of the 1989 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 1989 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), anc.:nterest on the Parity Bonds and on the 1989 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 1989 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 1989 Bonds herein authorized, taking into account. any surety bond or Insurance policy provided therefor, all as provided In the Original Resolution. Section 17. APPLICATION OF PROCEEDS OF THE 1989 BONDS. Except as otherwise provided In Section 31(A) of this Resolution relating to the Notes, all moneys received from the sale of the 1989 Bonds shall be deposited by the Issuer In a special account in a.bank or trust company and applied by the Issuer as follows: (A) 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 1989 Bonds attributable to the 1989 Project through the estimated date of completion of the 1989 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 1989 Bonds. (B) To the extent not provided from other funds, a sum which, together with moneys and surety bonds and Insurance policies on deposit im the Reserve Account for the Bonds, will be equal to the Maximum Bond Service Requirement on the 1989 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. (C) To the extent not reimbursed or paid by the original purchaser of • the 1989 Bonds, the Issuer shall pay all costs and expenses, including bond Insurance LKL-07/25/89-324AA-2907 -19- premiums, if any, in connection with the preparation, issuance and sale of the 1989 Bonds. (D) The remainder'of the proceeds shall be deposited in a special fund which is hereby created, established and designated as the "Series 1989 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 Section 31(A) of this Resolution relating to the Notes and paragraphs (A) to (C) above. 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 1989 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 'out9tanding 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 1989 Project shall be determined by the Consulting Engineers, who shall certify such facts in writing to the Issuer. Section 18. TAX COVENANTS. The Issuer at all times while the 1989 Bonds are outstanding shall comply with the --equirements 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 LKL-07/25/89-324AA-2907 -20- Revenue Code of 1954, as amended, including without limitation, the requirements regarding payment of th'e' Rebate Amount In accordance with the Original Resolution. • Section 19. SALE OF THE 1989 BONDS. The 1989 Bonds shall be issued and sold in such manner and at such price or prices consistent with the provisions of the Act and the requIre ments'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 .1611 of the,Original Resolution treating such installment then being sold as Additional Bonds thereunder. Section 20. MODIFICATION OR AMENDMENT. No material modifi- cation or amendment of this 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 1989 Bonds, and (ii) the registered owners of two-thirds or more In the principal amount of the 1989 Bonds then outstanding; providing, however, that no modification or amendment shall permit a change in the maturity of the 1989 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 1989 Bonds as the same shall become due from the Pledged Revenues or reduce the percentage of registered owners required to consent to any material modification or amendment hereof without the consent in writing of any insurer and of all registered owners of such 1989 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 1989 Bonds upon any default in the payment thereof whether or not the insurer and registered owners of such 1989 Bonds consent thereto. Section 21. DEFEASANCE AND SUBROGATION. (a) If, at any time, the Issuer shall have paid, or shall have made pro�'ision for payme,it of, the principal, interest, redemption premiums, if any, and Rebate Amount, if any, with respect to the 1989 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 1989 Bonds shall by 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 non -callable tax- exempt bonds (or deposit of any other securities or, investments which may be authorized LKL-07/25/89-324AA-29'07 -21- by law from time to time and sufficient. 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 1989.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 obliga,ions of the Issuer incurred with respect to the outstanding 1989 Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the. Issuer to call any of the outstanding 1989 Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. (b) In the event any of the principal and redemption premium, if applicable, and interest due on the 1989 Bonds shall be paid by an Insurer pursuant to an insurance policy which insures against non-payment thereof, the pledge of the Pledged Revenues and all covenants, agreements and other obligations of the Issuer to the Registered Owners 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 Owners to the full extent of such payments. SECTION 22. AUTHORIZATION OF NOTES. Subject and pursuant to the provisions of this Resolution and in anticipation of the sale and delivery of the 1989 Bonds, notes of the Issuer to be known as "Water and Sewer Improvement Revenue Bond Anticipation Notes, Series 1989",. are hereby authorized to ue issued in the aggregate principal amount of Two Million Dollars (;2,000,000). SECTION 23. DESCRIPTION O NOTES. The Notes shall be bearer notes, registrable as to principal and- interest, shall be numbered consecutively from 1 upward, In the minimum denomination of $100,000 each or $5,000 multiples In excess thereof, shall be dated their date of original Issuance, shall all mature and shall bear interest, payable at maturity, at the principal amount, at the interest rate, and upon those other terms and conditions set forth in the attached Exhibit "A". All payments sha11 be made in accordance with and pursuant to the terms of this Resolution and the Notes and shall be payable in any coin or currency of the United States of America which, .at the tim(: of payment, is legal tender for the payment of public or private debts. SECTION 24. EXECUTION. OF NOTES. The Notes shall be executed in the LKL-07/25/89-324AA-2907 -22- o name of the Issuer by its Mayor and attested and countersigned by the City Clerk, and approved as to form by'the City Attornzy, and its corporate seal or a facsimile thereof • shall be affixed thereto or reproduced thereon In'the same manner and pursuant to the same conditions as are set forth herein for the 1989 Bonds (except that bearer notes shall not require the Certificate of Authentication of the Registrar), all as more particularly set out in Section 8 of this Resolution. SECTION 25. NEGOTIABILITY AND REGISTRATION. .The Notes issued hereunder shall be and have all of the, qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State of Florida, and each successive holder. In accepting said Notes, shall be conclusively deemed to have agreed that such Notes shall be and have all of the qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State of Florida. The Notes shall be issued in bearer form, registerable as to principal and Interest, and shall be transferable to bearer and subject to registration as provided In the form of Notes so issued. Upon payment of all transfer charges, the Notes may be exchanged for a like aggregate principal amount of Notes in any authorized minimum denomination of $100,000 or $5,000 multiples in excess thereof upon presentation by the holder, or, when registered as to principal and interest, the registered owner.. SECTION 26. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. The provisions contained in Section 11 here,)f per dining to the 1989 Bonds shall also apply to the Notes. SECTION 27. PROVISIONS FOR REDEMPTION. The Notes shall be redeemable at the option of the Issuer, in whole or in part, in authorized minimum denominations of $100,000 or multiples of $5,000 in excess thereof, on any date, at the price of par plus interest accrued to the redemption date and without premium. Notice of such redemption shall be given to the Purchaser set forth on, and in the manner described in, Exhibit "A" attached hereto. SECTION 28. FORM OF NOTES. The Notes shall be in substantially the following form, with such omissions, Insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof: LK L-07/25/89-324AA-2907 -23- No. -,Form of bearer note) UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF OKEECHOBEE WATER AND SEWF" IMPROVEMENT REVENUE BOND ANTICIPATION NOTE, SERIES 1989 KNOW ALL MEN BY THESE PRESENTS, that the City of Okeechobee, Florida (hereinafter called "Issuer"), for value received, hereby promises to pay to bearer hereof or if this Note be registered, to- the registered owner, on the day of 19--., upon presentation and surrender hereof by the holder or, when registered as to principal and interest, by the registered owner, solely from the special funds hereinafter mentioned, the principal sum of DOLLARS and to pay at maturity, solely from such special funds interest thereon from the date hereof at the rate of per centum ( %) per annum. Both principal of and interest on this Note are payable upon presentation and surrender hereof on the date fixed for r, urity or earlier redemption at the office of the Clerk of the Issuer (the "Paying Agent"), in Okeechobee, Florida, or at the office designated for such payment of any successor thereof. All amounts due hereunder shall be payable in any coin or currency. of the United States which, at the time of payment, is legal tender for the. payment of public or private debts. This Note is one of an authorized issue of notes in the aggregate principal amount of $2,000,000 issued to finance a portion of the cost of the construction and acquisition of additions, extensions and improvements to the complete and consolidated water and sewer system (the "System") of the Issuer, pursuant to the Constitution and laws of the State of Florida, particularly Section 215.431, Florida Statutes, and a resolution adopted by the City Council of the Issuer on 1989 (herein referred to as "Resolution"), in anticipation of ''ie receipt by the Issuer of the proceeds from the sale of not exceeding $5,000,000 Water and Sewer Improvement Revenue Bonds, Series 1989 (hereinafter called 111989 Bonds") of the Issuer, and is subject to all the terms and conditions of such Resolution. The principal of and interest on this Note Is payable solely from and secured forwith, equally and ratably, by a prior lien upon and a pledge of the first proceeds derived from the sale of the 1989 Bonds and, if necessary, by a lien upon and pledge of the Pledged Revenues, as defined in the Resolution, junior and subordinate to the lien thereon and pledge thereof securing payment of the Issuer's outstanding Water and Sewer LKL-07/25/89-324AA-2907 -24- Refunding and Improvement Revenue Bonds, Series 1.987 (the "Parity Bonds"). This Note domes 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 Notes, the Interest thereon or other costs incident thereto or (2) to pay the same from any other funds of the Issuer, except from the first proceeds of the 1989 Bonds and, if necessary, from the Pledged Revenues junior and subordinate to the Parity Bonds, all In the manner provided herein and in the Resolution. It is .further agreed between the Issuer and the holder of this Note that this Note and the indebtedness evidenced hereby shall not constitute a lien on the Project or any other t operty of the Issuer, but shall constitute a lien only on the first proceeds and Pledged Revenues as aforesaid, all in the manner provided in the Resolution. This Note -shall be redeemable at the option of the Issuer, in whole or in part, in authorized minimum denominations of $100,000 or $5,000 multiples in excess thereof, on any date, at the price of par plus interest accrued to the -redemption date and without premium. Notice of such redemptions!%all be given in the manner required by the Resolution. Reference is made to the Resolution for the provisions relating to the security of this Note and the duties and obligations of the Issuer. It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in connection with the Issuance of this Note, 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 that the issuance of this Note does not violate any constitutional or statutory limitations or provisions. This Note is and has all the qualities and Incidents of a negotiable instrument under the Uniform Commercial Code - Investment Securities of the State of Florida. This Note may be registered as to principal and Interest in accordance with the provisions endorsed hereon. LKL-07/25/89-324AA-2907 -25- -a Subject to the limitations and upon payment of the all transfer charges provided in the Resolution, this Note may be exchanged for a like aggregate principal amount of Notes in any authorized minimum denomination of $100,000 or $5,000 multiples In excess thereof upon presentation by the holder, or, when registered as to principal and Interest, the registered owner. LKL-07/25/89-324AA-2907 -26- IN WITNESS WHEREOF, the City of Okeechobee, Florida, has issued this Note and has caused the same to be signed by the manual or facsimile signature of its Mayor and attested and countersigned by the r,�anual or facsimile signature of its City Clerk, and Its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon as of the dad' of , 1989. iTY OF OKEECHOBEE, FLORIDA (SEAL) ATTESTED City Clerk APRROVED AS TO FORM: City Attorney Mayor LKL-07/25/89-324AA-2907 -27- PROVISION FOR REGISTRATION This Note may be registered in the name of the holder on the books, to be kept by the City Clerk of the Issuer, as Registrar, or such other Registrar as may hereafter be duly appointed, as to principal and interest, - .-,h registration being noted hereon by such Registrar in the registration blank below, after which no transfer, shall be valid unless made on said books by the registered owner or attorney duly authorized and similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer after which it sr 11 be transferable by delivery, but it may be again registered as before. The Issuer may' make a reasonable charge for every such transfer sufficient to reimburse It for any expenses incurred by it. DATE OF REGISTRATION LK L-07/25/89-324AA-2907 IN WHOSE NAME REGISTERED -28- SIGNATURE OF REGISTRAR 11 SECTION 29. SECURITY OF NOTES NOTES NOT DEBT OF ISSUER. The principal of and interest on the Notes shall be payable solely from and secured forthwith, • equally and ratably, by a prior lien upon and a pledge of the first proceeds derived from the sale of the 1989 Bonds and, if necessary, by a lien upon and pledge of the Pledged Revenues, junior and subordinate to the lien thereon and pledge thereof securing payment of the outstanding Parity Bonds and the Issuer does hereby irrevocably pledge said funds to the payment of the principal of and interest on the Notes, and to the payment into the Sinking Fund, at the times :provided, of the sums .required to secure to holders of the Notes Issued hereunder the payment of the principal thereof and interest thereon as the same become due. 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. The Notes do 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 Notes, the interest thereon or other costs incident thereto or (2) to pay the same from any other funds of the Issuer, except from the first proceeds of the 1989 Bonds and, if necessary, from the Pledged Revenues Junior and subordinate to the Parity Bonds. It is further agreed between the Issuer and the holder of the Notes that the Notes 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 onlythe first on proceeds .and Pledged Revenues as aforesaid. SECTION 30. APPLICATION OF NOTE PROCEEDS. The moneys received from the sale and delivery of the Noteti'authorized and Issued pursuant to this Resolution shall be deposited and applied as provided in.Subsections 17 (A), 17 (C), and 17 (D) of this Resolution. The holders of the Notes shall have a lien upon all the proceeds of the Notes until the same have been applied as provided herein. SECTION 31. COVENANTS OF THE ISSUER. For so long as the principal of and interest on the Notes shall be outstanding and unpaid or until there shall have been Irrevocably set apart a sum sufficient to pay, when due, the entire principal of the Notes remaining unpaid, together with interest accrued and to accrue thereof, the Issuer LKL-07/25/89-324AA-2907 -29- covenants with the holders of the Notes as follows: (A) PROCEEDS FROM 1989 BONDS. Upon the receipt of the proceeds of the 1989 Bonds, excluding accrued interest, the Issuer shall apply such proceeds, together with moneys on deposit in the Sinking Fund herein created and the Pledged Revenues, as follows: (1) There shall be deposited in the Notes Sinking Fund hereafter created for the Notes the amount of immediately available funds, or investments of Federal Securities the maturing principal of and interest on which will be, sufficient to pay the outstanding principal of the Notes and, to the extent necessary, the interest accrued thereon to the date of maturity or earlier redemption. Upon such deposit of immediately available funds or Federal Securities as aforesaid, the Issuer's obligations and covenants under, and the pledges and liens created by, this Resolution relating to the Notes shall terminate and be dischargol, and the holders of the Notes shall be entitled to payment only from the immediately available funds and proceeds of Federal Securities so deposited. (2) The remaining balance, if any, shall be applied pursuant to the provisions of Section 17 of this Resolution. (B) APPLICATION OF PRIOR COVENANTS. The covenants and pledges (to the extent that the same are not inconsistent) contained In this Resolution, adopted for the benefit of the holders of the 1989 Bonds, shall be deemed to be for the benefit and protection of the Notes and the holders thereof in like manner as applicable to the 1989 Bonds. A separate special Note Sinking Fund is hereby created and established pursuant to this section into which shall be depo7ited the proceeds of the 1989 Bonds, in accordance with paragraph (A) above and, to the extent necessary the Pledged Revenues, necessary to pay principal of and Int -rest on the Notes after making all payments for the Parity Bonds from the sources securing the Parity Bonds. Said Note Sinking Fund shall be maintained for the benefit of the Notes and the holders thereof. (C) SALE OF 1989 BONDS TO PAY NOTES. The Issuer in good faith shall endeavor to sell a sufficient principal amount of the 1989 Bonds in order to have funds available to pay principal of and Interest on the Notes as the same become due. (D) NO SALE OF OBLIGATIONS ON A PARITY WITH THE NOTES. Except for the 1989 Bonds, the Issuer will not hereafter issue any other obligations payable from the proceeds of the sale of the 1989 Bonds or from the Pledged Revenues having a lien thereon prior to or on a parity with the Notes. Any such obligations hereafter Issued by LKL-07/25/89-324AA-2907 -30- the Issuer, except for the 1989 Bonds, shall contain an express provision that such obligations are junior and subordinate to the Notes as to lien upon and payment from the proceeds of the 1989 Bonds and the Pledged Revenues. • SECTION 32. 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 1989 Bonds or Notes the pledges made herein for the payment of the 1989 Bonds o: Notes and the interest to accrue thereon. SECTION 33. SALE OF NOTES. The Issuer hereby finds, determines and declares that the recent volatility in the municipal bond market Is presently so great that a competitive public sale on a date which must be fixed well in advance for the receipt of bids would prove extremely costly should such date occur during an upswing in the market. Therefore, the flexibility to choose to award or not to award the Notes on a day to day basis Is needed to assure the best interest rate obtainable for the Notes which can only be accomplished by sale on a negotiated basis. The negotiated sale of the Notes to the purchasers hereinafter named is hereby authorized. The Notes are hereby awarded and sold to the purchasers named, in the amounts, at the interest rates and upon the terms set forth on the attached Exhibit "A". SECTION 34 QUALIFIED TAR EXEMPT OBLIGATIONS. The Issuer hereby represents and finds that it reasonably anticipates not more than $10,000,000 of tax exempt obligations (other than certain private activity bonds) will be issued by the Issuer and its subordinate governmental entities in calendar year 1989. The Issuer hereby directs its Mayor or Mayor Pro -Tem to recertify these representations upon issuance of the Notes, and the Notes are hereby designated as a "qualified tax exempt obligation" under Section 265(b)(3) of the Code. SECTION 35. DESIGNATION OF PAYING AGENT. The City Clerk of the Issuer is hereby designated Paying Age,— for the Notes. SECTION 36. 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 LKL-07/25/89-324AA-2907 -31- 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 37. 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 38. EFFECTIVE DATE. This Resolution shall take effect Immediately upon adoption. Adopted this day ofd 1989. CITY OF OKEECHOBEE, FLORIDA or: (SEAL) Attest: Ity Clerk Approved as to form: City Attorney LKL-07/25/89-324AA-2907 -32- 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 duly adopted and passed at a Regular Meeting of the Authority on 1989, and as the same appears on record in my office. IN WITNESS WHEREOF, I hereunto set my hand this day of 1989. CITY OF OKEECHOBEE, FLORIDA By. Clerk LKL-07/25/89-324AA-2907 -33- x AWARD OF WATER AND SEWER IMPROVEMENT REVENUE BOND ANTICIPATION NOTES, SERIES 1989 Purchaser: First Union National Bank of Florida Principal Amount: $2,000,000 Rate of Interest: 5.5% per annum, accruing based on actual number of days elapsed. Maturity: 120 days from date of original issue, or next business day thereafter. Payment Terms: Payable as to principal and interest at maturity or earlier redemption. Redemption Provisions: Redeemable in whole or in part on any date, at the price of par plus interest accrued to the redemption date and without premium, at the option of the Issuer, upon one business days' tel -phonic notice confirmed in writing by facsimile copy. LK L-07/25/89-324AA-2907 -34-