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					             RESOLUTION NO. 1713-07


A RESOLUTION SUPPLEMENTING AND AMENDING
RESOLUTION NO. 545-95, AS AMENDED AND
SUPPLEMENTED OF THE CITY OF OVIEDO, FLORIDA,
AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$3,752,000 UTILITY REVENUE NOTE, SERIES 2007, TO
FINANCE THE COST OF THE DESIGN, PERMITTING,
ACQUISITION        AND      CONSTRUCTION      OF
IMPROVEMENTS TO THE CITY'S WATER AND SEWER
SYSTEM INCLUDING SEWER LINE EXTENSIONS
ALONG STATE ROAD 426 AND WATER MAIN
INSTALLATION ALONG MITCHELL HAMMOCK ROAD;
PLEDGING A PARITY LIEN ON THE NET REVENUES OF
THE UTILITY SYSTEM OF THE ISSUER AND CERTAIN
OTHER LEGALLY AVAILABLE FUNDS OF THE ISSUER
FOR THE PAYMENT OF SUCH UTILITY REVENUE
NOTE; AMENDING REQUIREMENTS RELATED TO THE
RESERVE FUND ESTABLISHED BY RESOLUTION NO.
545-95; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF SUCH NOTE; MAKING OTHER
COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; DELEGATING TO THE CITY MANAGER
THE       AUTHORITY      TO    MAKE      CERTAIN
DETERMINATIONS REGARDING THE STRUCTURE OF
THE NOTE; DELEGATING TO THE CITY MANAGER
THE AUTHORITY TO ISSUE A REQUEST FOR BID
PROPOSALS FOR THE PURCHASE OF THE SERIES 2007
NOTE; DELEGATING TO THE CITY MANAGER THE
AUTHORITY TO AWARD THE SERIES 2007 NOTE TO
THE LOWEST BIDDER IN CONFORMANCE WITH
CERTAIN      PARAMETERS      SPECIFIED   HEREIN;
PROVIDING      FOR   CERTAIN    OTHER   MATTERS
RELATING TO THE NOTE; RATIFYING AND
CONFIRMING       ALL   TERMS,   PROVISIONS   AND
COVENANTS OF RESOLUTION NO. 545-95 OF THE
ISSUER; AND PROVIDING AN EFFECTIVE DATE.
                                                      TABLE OF CONTENTS
                                                                                                                              PAGE

SECTION 1. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. ........................... 3
SECTION 2. DEFINITIONS. ....................................................................................................... 3
SECTION 3. FINDINGS. ............................................................................................................. 3
SECTION 4. AUTHORIZATION OF THE SERIES 2007 PROJECT........................................ 4
SECTION 5. AUTHORIZATION OF SERIES 2007 NOTE....................................................... 4
SECTION 6. DESCRIPTION OF SERIES 2007 NOTE. ............................................................ 4
SECTION 7. EXECUTION OF SERIES 2007 NOTE................................................................. 5
SECTION 8. EXCHANGE OF SERIES 2007 NOTE. ................................................................ 6
SECTION 9. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 2007
           NOTE. ..................................................................................................................... 6
SECTION 10.    OWNERSHIP OF SERIES 2007 NOTE. ....................................................... 7
SECTION 11.    SERIES 2007 NOTE MUTILATED, DESTROYED, STOLEN OR LOST.. 7
SECTION 12.    PROVISIONS FOR REDEMPTION. ............................................................ 7
SECTION 13.    FORM OF SERIES 2007 NOTE. ................................................................... 8
SECTION 14.    APPLICATION OF SERIES 2007 NOTE PROCEEDS. ............................. 12
SECTION 15.    COVENANTS. ............................................................................................. 12
SECTION 16.    AMENDMENT TO THE RESOLUTION. .................................................. 12
SECTION 17.    NO RESERVE FUND FOR SERIES 2007 NOTE. ..................................... 12
SECTION 18.    BANK QUALIFIED. .................................................................................... 13
SECTION 19.    VALIDATION. ............................................................................................. 13
SECTION 20.    SEVERABILITY. ......................................................................................... 13
SECTION 21.    GENERAL AUTHORITY............................................................................ 13
SECTION 22.    NO THIRD PARTY BENEFICIARIES. ...................................................... 13
SECTION 23.    NO PERSONAL LIABILITY. ..................................................................... 14
SECTION 24.    RATIFICATION; REPEAL OF INCONSISTENT INSTRUMENTS......... 14
SECTION 25.    EFFECTIVE DATE. ..................................................................................... 14




                                                   Resolution No. 1713-07
                                                           Page 2
     BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OVIEDO (THE
“CITY COUNCIL”), FLORIDA, AS FOLLOWS:

       SECTION 1.     AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This
Supplemental Resolution is adopted pursuant to Chapter 166, Part II, Florida Statutes, and other
applicable provisions of law.

       SECTION 2.      DEFINITIONS. When used in this Supplemental Resolution, the terms
defined in the Original Resolution (as defined below) shall have the meanings therein stated
except as such definitions may be hereinafter amended and defined.

       "Bonds" shall mean (i) the Series 2007 Note herein authorized to be issued, (ii) the Parity
Bonds, and (iii) any Additional Parity Obligations issued hereafter in accordance with the
provisions of the Resolution.

       "Original Resolution" shall mean Resolution No. 545-95 of the Issuer adopted on
October 16, 1995, as amended prior to the adoption of this Supplemental Resolution, authorizing
the Note.

       "Parity Bonds" shall mean the Issuer's $9,500,000 Utility Revenue Bonds, Series 2003
and the $5,360,000 Utility Revenue Refunding Bonds, Series 2004.

       "Paying Agent" as it relates to the Series 2007 Note shall mean the City Clerk of the City.

       "Purchaser" shall mean the successful bidder and purchaser of the Series 2007 Note.

      "Resolution" shall mean the Original Resolution as supplemented and amended by this
Supplemental Resolution, as supplemented and amended.

       "Series 2007 Note" shall mean the Note initially issued under the Resolution.

       "Series 2007 Project" shall mean the Project authorized to be financed with the proceeds
of the Series 2007 Note, consisting of the design, permitting, acquisition and construction of
improvements to the City's water and sewer system including sewer line extensions along State
Road 426 and water main installation along Mitchell Hammock Road.

       SECTION 3.     FINDINGS. It is hereby ascertained, determined and declared that:

       (a)      On October 16, 1995, the City Council, as the governing body of the City of
Oviedo, Florida (the “City” or “Issuer”), duly adopted Resolution No. 545-95, as amended and
supplemented (the “Original Resolution”), which, among other things, authorized the issuance of
the City’s Utility Revenue Bonds, Series 1996, for the principal purpose of designing,
permitting, acquiring and constructing certain additions, extensions and improvements to the
City’s Utility System, as defined in the Original Resolution.

       (b)   The Resolution further provides for the issuance of Additional Parity Obligations
upon compliance with certain requirements therein.



                                    Resolution No. 1713-07
                                            Page 3
       (c)    The Issuer now owns, operates and maintains the System and will continue to
derive revenue from rates, fees, rentals and other charges made and collected for the services of
such System, which revenues and the other revenues pledged pursuant to the provisions of the
Resolution are not now pledged or encumbered in any manner, except for the payment of the
Parity Bonds.

       (d)     It is in the best interests of the Issuer and the residents thereof that the Issuer
authorizes the issuance of the Series 2007 Note for the purpose of financing, designing,
permitting, acquisition and construction of the Series 2007 Project.

       (e)    Such Series 2007 Note shall be payable from the Pledged Revenues. The lien of
the Parity Bonds and the Series 2007 Note on the Pledged Revenues shall be on an equal and
parity basis.

        (f)    The principal of and interest and redemption premium, if any, on the Series 2007
Note and all reserve and other payments shall be payable solely from the Pledged Revenues.
The Issuer shall never be required to levy ad valorem taxes on any real or personal property
therein to pay the principal of and interest on the Note or to make any other payments provided
for by the Resolution. The Note shall not constitute a lien upon any properties owned by or
located within the boundaries of the Issuer or upon any property other than the Pledged
Revenues.

       (g)     The Pledged Revenues will be sufficient to pay all principal of and interest and
redemption premium on the Parity Bonds and the Series 2007 Note, as the same become due, and
to make all required deposits or payments required by this Resolution.

       (h)    The Issuer wishes to delegate to the City Manager or his designee (collectively,
the “City Manager”) the authority to issue a request for bids in conformance hereto, determine
the bid date with respect to the Series 2007 Note, and to award the sale thereof to the lowest
conforming bidder or bidders.

       (i)     This Resolution shall constitute a supplemental resolution under the terms of the
Resolution and all capitalized undefined terms shall have the meaning set forth in either the
Resolution or as set forth in Section 2 hereof.

       SECTION 4.      AUTHORIZATION OF THE SERIES 2007 PROJECT. The Series 2007
Project is hereby authorized.

       SECTION 5.     AUTHORIZATION OF SERIES 2007 NOTE. Subject and pursuant to
the provisions hereof, obligations of the Issuer to be known as "Utility Revenue Note, Series
2007," are authorized to be issued in the aggregate principal amount of not exceeding
$3,752,000. Such Series 2007 Note shall constitute Additional Parity Obligations under the
Resolution.

       SECTION 6.     DESCRIPTION OF SERIES 2007 NOTE.

      (a)    The Series 2007 Note shall be issued in fully registered form; may be Serial Note
or Term Note; shall be dated; shall be numbered consecutively from one upward in order of


                                    Resolution No. 1713-07
                                            Page 4
maturity preceded by the letter "R"; shall be in the denomination of $100,000 each, or integral
multiples of $1,000 in excess thereof; and shall bear interest at such rate or rates not exceeding
the maximum rate allowed by State law.

       (b)    The Series 2007 Note shall be issued in an aggregate principal amount of not
exceeding $3,752,000 and shall be dated as of the date of delivery, or such other date as shall be
determined by the City Manager.

         (c)    The Series 2007 Note shall bear interest from their date, payable semi-annually on
the first day of April and the first day of October of each year, commencing on April 1, 2008 or
such other date thereafter as set forth in the Purchaser’s bid proposal, at the rates shown on, and
shall mature in accordance with, the maturity schedule set forth in the Purchaser’s bid proposal
as such maturity schedule may be adjusted upon direction of the City Manager, provided
however, that the Series 2007 Note shall finally mature no later than October 1, 2027.

        (d)      The Series 2007 Note may be subject to optional and/or mandatory redemption, as
set forth in the Purchaser's bid proposal.

       (e)    The payment of the principal of, premium, if any, and interest on the Series 2007
Note shall be secured by an irrevocable lien on the Pledged Revenues as described in the
Resolution.

        (f)    The principal of and the interest redemption premium, if any, on the Series 2007
Note shall be payable in any coin or currency of the United States of America that on the
respective dates of payment thereof is legal tender for the payment of public and private debts.
The interest on the Series 2007 Note shall be payable by the Paying Agent on each interest
payment date to the person appearing on the registration books of the Issuer hereinafter provided
for as the registered Holder thereof, by check or draft mailed to such registered Holder at his
address as it appears on such registration books or by wire transfer to Holders of $1,000,000 or
more in principal amount of the Series 2007 Note. Payment of the principal of all Series 2007
Note shall be made upon the presentation and surrender of such Series 2007 Note as the same
shall become due and payable.

        (g)     All provisions of the Resolution, except as expressly provided herein or therein,
shall be applicable to the Series 2007 Note.

       SECTION 7.     EXECUTION OF SERIES 2007 NOTE.

       (a)     The Mayor, the City Manager and the City Clerk or any Deputy Clerk are hereby
authorized and directed to execute the Series 2007 Note manually or by their facsimile signatures
and the City Manager is hereby authorized and directed upon the execution of the Series 2007
Note as set forth in the Resolution, to deliver the Series 2007 Note to or upon the order of the
Purchaser upon the payment of the purchase price as set forth in its bid.

        (b)     The Mayor, Clerk, any Deputy Clerk, and City Manager and such other officers of
the City legally authorized to take action in their absence, and such other officers and employees
of the City as may be designated by the City Manager, are each designated as agents of the Issuer
in connection with issuance and delivery of the Series 2007 Note and are authorized and


                                     Resolution No. 1713-07
                                             Page 5
empowered, collectively or individually, to take all action and steps and to execute all
instruments, documents and contracts on behalf of the Issuer that are necessary or desirable in
connection with the execution and delivery of the Series 2007 Note, including, without
limitation, such instruments, documents and contracts as may be necessary or desirable in
connection with the sale of the Series 2007 Note and which are specifically authorized or are not
inconsistent with the terms and provisions of the Resolution or any action relating to the Series
2007 Note heretofore taken by the Issuer. Such officers and those so designated are hereby
charged with the responsibility for the issuance of the Series 2007 Note. The validation
certificate endorsed on the Series 2007 Note shall be executed by the Mayor by his manual or
facsimile signature.

       (c)     In case any officer whose signature or a facsimile of whose signature shall appear
on any Series 2007 Note shall cease to be such officer before the delivery of such Series 2007
Note, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes
the same as if he has remained in office until such delivery. Any Series 2007 Note may bear the
facsimile signature of or may be signed by such persons who, at the actual time of the execution
of such Note, shall be the proper officers to sign such Series 2007 Note although at the date of
such Series 2007 Note such persons may not have been such officers.

        SECTION 8. EXCHANGE OF SERIES 2007 NOTE. Any Series 2007 Note, upon
surrender thereof at the principal corporate trust office of the Registrar, together with an
assignment duly executed by the Noteholder or his attorney or legal representative in such form
as shall be satisfactory to the Registrar, may, at the option of the Noteholder, be exchanged for
an aggregate principal amount of Series 2007 Note equal to the principal amount of the Series
2007 Note or Series 2007 Note so surrendered.

        The Registrar shall make provision for the exchange of Series 2007 Note at a designated
trust office of the Registrar.

       SECTION 9.       NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES
2007 NOTE. The Registrar shall keep books for the registration of and for the registration of
transfers of Series 2007 Note as provided in this Resolution. The transfer of any Series 2007
Note may be registered only upon such books and only upon surrender thereof to the Registrar
together with an assignment duly executed by the Noteholder or his attorney or legal
representative in such form as shall be satisfactory to the Registrar. Upon any such registration
of transfer, the Issuer shall execute and the Registrar shall authenticate and deliver in exchange
for such Note, a new Series 2007 Note or Series 2007 Note registered in the name of the
transferee, and in an aggregate principal amount equal to the principal amount of such Series
2007 Note or Series 2007 Note so surrendered.

       In all cases in which Series 2007 Note shall be exchanged, the Issuer shall execute and
the Registrar shall authenticate and deliver, at the earliest practicable time, a new Series 2007
Note or Series 2007 Note of the same type in accordance with the provisions of the Resolution.
All Series 2007 Note surrendered in any such exchange or registration of transfer shall forthwith
be canceled by the Registrar. The Issuer or the Registrar may make a charge for every such
exchange or registration of transfer of Series 2007 Note sufficient to reimburse it for any tax or
other governmental charge required to be paid with respect to such exchange or registration of


                                    Resolution No. 1713-07
                                            Page 6
transfer, but no other charge shall be made to any Noteholder for the privilege of exchanging or
registering the transfer of Series 2007 Note under the provisions of this Resolution.

       SECTION 10. OWNERSHIP OF SERIES 2007 NOTE. The person in whose name any
Series 2007 Note shall be registered shall be deemed and regarded as the absolute owner thereof
for all purposes, and payment of or on account of the principal or redemption price of any such
Series 2007 Note, and the interest on any such Series 2007 Note shall be made only to or upon
the order of the registered owner thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Series 2007 Note including the
premium, if any, and interest thereon to the extent of the sum or sums so paid.

       SECTION 11. SERIES 2007 NOTE MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Series 2007 Note shall become mutilated, or be destroyed, stolen or lost, the Issuer
may in its discretion cause to be executed, and the Registrar shall authenticate and deliver, a new
Series 2007 Note of like date and tenor as the Series 2007 Note so mutilated, destroyed, stolen or
lost (i.e., Serial Note shall be issued in exchange for Serial Note and Term Note shall be issued
in exchange for Term Note) in exchange and substitution for such mutilated Series 2007 Note
upon surrender and cancellation of such mutilated Series 2007 Note or in lieu of and substitution
for the Series 2007 Note destroyed, stolen or lost, and upon the Holder furnishing the Issuer and
the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such
other reasonable regulations and conditions as the Issuer and the Registrar may prescribe and
paying such expenses as the Issuer and the Registrar may incur. All Series 2007 Note so
surrendered shall be canceled by the Issuer. If any of the Series 2007 Note shall have matured or
be about to mature, instead of issuing a substitute Note, the Issuer may pay the same, upon being
indemnified as aforesaid, and if such Series 2007 Note be lost, stolen or destroyed, without
surrender thereof.

        Any such duplicate Series 2007 Note 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 Series 2007 Note be at any time found by anyone, and such duplicate Series 2007
Note shall be entitled to equal and proportionate benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the same extent as all other Series
2007 Note issued hereunder.

        SECTION 12. PROVISIONS FOR REDEMPTION. The Series 2007 Note shall be
subject to redemption prior to their maturity, at the option of the Issuer, at such times and in such
manner as shall be fixed by the bid of the original purchaser of the Series 2007 Note.

        Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be
filed with the Registrar, and mailed, first class mail, postage prepaid, to all Holders of Series
2007 Note to be redeemed at their addresses as they appear on the registration books
hereinbefore provided for, but failure to mail such notice to one or more Holders of Series 2007
Note shall not affect the validity of the proceedings for such redemption with respect to Holders
of Series 2007 Note to which notice was duly mailed hereunder. Each such notice shall set forth
the date fixed for redemption, the redemption price to be paid and, if less than all of the Series
2007 Note of one maturity are to be called, the distinctive numbers of such Series 2007 Note to



                                      Resolution No. 1713-07
                                              Page 7
be redeemed and in the case of Series 2007 Note to be redeemed in part only, the portion of the
principal amount thereof to be redeemed.

        SECTION 13. FORM OF SERIES 2007 NOTE. The text of the Series 2007 Note shall
be in substantially the following form, with such omissions, insertions and variations as may be
necessary, desirable, authorized or permitted by this Resolution or by any supplemental
resolution adopted prior to the issuance thereof, or as may be necessary to comply with
applicable laws, rules and regulations of the United States and of the State in effect upon the
issuance thereof.

                                      [FORM OF NOTE]


No.R-                                                                                      $

                             UNITED STATES OF AMERICA
                                  STATE OF FLORIDA
                                COUNTY OF SEMINOLE
                                   CITY OF OVIEDO
                          UTILITY REVENUE NOTE, SERIES 2007

MATURITY DATE:            INTEREST RATE:             DATED DATE:                   CUSIP:


Registered Owner:

Principal Amount:

        KNOW ALL MEN BY THESE PRESENTS that the City of Oviedo, Florida (hereinafter
called the "Issuer") for value received, hereby promises to pay to the order of the Registered
Owner identified above or registered assigns, as herein provided, on the Maturity Date identified
above, upon the presentation and surrender hereof at the Office of the City Clerk in the City of
Oviedo, Florida, from the revenues hereinafter mentioned, the Principal Amount identified above
in any coin or currency of the United States of America which on the date of payment thereof is
legal tender for the payment of public and private debts, and to pay, solely from said sources, to
the Registered Owner hereof by check transmitted to the Registered Owner at his address as it
appears on the Note registration books of the Issuer as it appears on the 15th day of the calendar
month preceding the applicable interest payment date, interest on said Principal Amount at the
Interest Rate per annum identified above on each October 1 and April 1 commencing April 1,
2008 from the date hereof on the interest payment date next preceding the date of registration
and authentication of this Note, unless this Note is registered and authenticated as of an interest
payment date, in which case it shall bear interest from said interest payment date.

       The Note of this issue [shall not be] [shall be] subject to redemption prior to their
maturity at the option of the Issuer.

        (Insert Optional or Mandatory Redemption Provisions)


                                     Resolution No. 1713-07
                                             Page 8
       Notice of such redemption shall be given in the manner required by the Resolution
described below.

        This Note is one of an authorized issue of Note in the aggregate principal amount of
$3,752,000 of like date, tenor and effect, except as to number, principal amount, maturity
redemption provisions and interest rate, issued to finance the Series 2007 Project, all in full
compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, and Resolution No. 545-95 duly adopted by the Issuer on
October 16, 1995, as supplemented and amended, and as particularly supplemented by
Resolution No. 1713-07 adopted by the Issuer on October 15, 2007 (hereinafter collectively
called the "Resolution") and is subject to all the terms and conditions of such Resolution. All
capitalized undefined terms used herein shall have the meaning set forth in the Resolution.

        This Note is payable solely from and secured by a pledge of the Net Revenues of the
System levied and collected by the Issuer, the Sewer System Development Charges, the Water
System Development Charges and the moneys in certain funds and accounts created pursuant to
the Resolution, with the exception of the Rebate Fund (collectively, the "Pledged Revenues") in
the manner provided in the Resolution. Reference is made to the Resolution for more complete
definition and description of the System and the Pledged Revenues.

       This Note is not secured by the Reserve Fund established pursuant to the Resolution
which secures the Parity Bonds only.

        The Note does not constitute a general indebtedness of the Issuer within the meaning of
any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the
Holder of this Note that such Noteholder shall never have the right to require or compel the
exercise of the ad valorem taxing power of the Issuer or taxation of any real or personal property
therein for the payment of the principal of and interest on this Note or the making of any debt
service fund, reserve or other payments provided for in the Resolution.

       It is further agreed between the Issuer and the Holder of this Note that this Note and the
indebtedness evidenced thereby shall not constitute a lien upon the System, or any part thereof,
or on any other property of or in the Issuer, but shall constitute a lien only on the Pledged
Revenues all in the manner provided in the Resolution.

       The Issuer has covenanted, in the Resolution, to fix, establish, revise from time to time
whenever necessary, maintain and collect always such fees, rates, rentals and other charges for
the use of the products, services and facilities of the System which will always provide Net
Revenues in each year sufficient to pay the lesser of either (i) the aggregate of one hundred ten
percent (110%) of the Note Service Requirement becoming due in such year on the Outstanding
Note or (ii) the aggregate of one hundred percent (100%) of the Note Service Requirement as the
same shall become due in such year, provided that Net Revenues, Sewer System Development
Charges and Water System Development Charges in each year sufficient to pay the aggregate of
one hundred twenty-five percent (125%) of the Note Service Requirement becoming due in such
year on the Outstanding Note. Such rates, fees, rentals or other charges shall not be reduced so
as to render them insufficient to provide revenues for the purposes provided therefor by the




                                     Resolution No. 1713-07
                                             Page 9
Resolution. The Issuer has entered into certain further covenants with the Holders of the Note of
this issue for the terms of which reference is made to the Resolution.

       It is certified that this Note is authorized by and is issued in conformity with the
requirements of the Constitution and Statutes of the State of Florida.

        This Note is and has all the qualities and incidents of a negotiable instrument under
Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes.

       The transfer of this Note is registrable by the Noteholder hereof in person or by his
attorney or legal representative at the principal corporate trust office of the Registrar but only in
the manner and subject to the conditions provided in the Resolution and upon surrender and
cancellation of this Note.

        This Note shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by
the Registrar of the certificate of authentication endorsed hereon.




                                      Resolution No. 1713-07
                                              Page 10
        IN WITNESS WHEREOF, the City of Oviedo, Florida, has issued this Note and has
caused the same to be signed by its Mayor and its City Manager and countersigned and attested
to by its Clerk (the signatures of the Mayor, the City Manager and the Clerk being authorized to
be facsimiles of such officers' signatures), and its seal or facsimile thereof to be affixed,
impressed, imprinted, lithographed or reproduced hereon, all as of the __ day of ____________,
2007.

                                                    CITY OF OVIEDO, FLORIDA

(SEAL)
                                                           Mayor

ATTESTED AND COUNTERSIGNED:


Clerk
                                                     City Manager

                                CERTIFICATE OF VALIDATION

       This Note is one of a series of Note which were validated by judgment of the Circuit
Court for Seminole County, Florida, rendered on _____________________, 2007.


                                            Mayor

                                ASSIGNMENT AND TRANSFER

       For value received the undersigned hereby sells, assigns and transfers unto
_______________ (Please insert Social Security or other identifying number of transferee)
_______________ the attached Note of the City of Oviedo, Florida, and does hereby constitute
and appoint _______________, attorney, to transfer the said Note on the books kept for
Registration thereof, with full power of substitution in the premises.

Date _____________


Signature Guaranteed by
________________ [member
firm of the New York Stock
Exchange or a commercial
bank or a trust company.]

By:     (manual or facsimile)


                                    Resolution No. 1713-07
                                            Page 11
 Title:                                              NOTICE: No transfer will be registered and
                                                     no new Note will be issued in the name of
                                                     the Transferee, unless the signature to this
                                                     assignment corresponds with the name as it
                                                     appears upon the face of the within Note 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.

                                   [END OF FORM OF NOTE]

          SECTION 14. APPLICATION OF SERIES 2007 NOTE PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the sale of the Series 2007 Note
shall be applied by the Issuer simultaneously with the delivery of such Series 2007 Note to the
purchaser thereof, as follows:

        (a)    Unless otherwise provided in a supplemental resolution of the Issuer or unless
otherwise provided for a surety Note, a letter of credit, or other form of credit enhancement as
provided in Section 20(B)(2) of the Original Resolution, a sum equal to the Reserve Requirement
shall be deposited in the Reserve Fund and shall be used on for the purposes provided therefor.

       (b)    A sufficient amount of the Series 2007 Note proceeds shall be applied to the
payment of the costs and expenses relating to the issuance of the Series 2007 Note which must
be paid upon delivery of the Series 2007 Note.

          (c) Any remaining moneys from the Series 2007 Note shall be deposited into the
Construction Fund and used for the purpose of paying Project Costs.

          SECTION 15. COVENANTS. All of the covenants contained in the Original Resolution
will be applicable to the Series 2007 Note.

          SECTION 16. AMENDMENT TO THE RESOLUTION.               Pursuant to Section 23 of the
Resolution, MBIA Insurance Corporation, as insurer of the outstanding Parity Bonds, has
consented to the following amendment to the Resolution, as evidenced by the consent attached
hereto as Exhibit A. Section 20(B)(2) of the Resolution shall be and is hereby amended by
adding a new paragraph to the end thereof that reads as follows:

                 Notwithstanding the foregoing provisions, the Issuer may adopt a
          Supplemental Resolution providing that certain Additional Parity Obligations are
          not secured by the Reserve Fund and any account therein, or establishing a
          separate account in the Reserve Fund for any Series of Bonds and providing a
          pledge of such account to the payment of such Series of Bonds apart from the
          pledge provided herein. To the extent a Series of Bonds is secured separately by
          an account of the Reserve Fund, the Holder of such Bonds shall not be secured by
          any other moneys in the Reserve Fund. Moneys in a separate subaccount of the


                                      Resolution No. 1713-07
                                              Page 12
       Reserve Fund shall be maintained at the Reserve Requirement applicable to such
       Series of Bonds secured by the subaccount unless otherwise provided by
       Supplemental Resolution. Moneys shall be deposited and withdrawn from
       separate accounts in the Reserve Fund on a pro-rata basis.

        SECTION 17. NO RESERVE FUND FOR SERIES 2007 NOTE. The Series 2007 Note
shall not be secured by the Reserve Fund and the debt service related thereto shall be omitted
from the calculation of the Reserve Requirement.

       SECTION 18. BANK QUALIFIED. The Issuer hereby designates the Series 2007 Note
as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. The
Issuer and any subordinate entities of the Issuer and any issuer of "tax-exempt" debt that issues
"on behalf of" the Issuer do not reasonably expect during the calendar year 2007 to issue more
than $10,000,000 of "tax-exempt" obligations including the Note, exclusive of any private
activity bonds as defined in Section 141(a) of the Code (other than qualified 501(c)(3) bonds as
defined in Section 145 of the Code).

        SECTION 19. VALIDATION. To the extent deemed advisable by the City Attorney, the
City Attorney is hereby authorized to institute appropriate proceedings for the validation of the
Series 2007 Note and any and all other proceedings necessary for the Issuer to determine its
authority to issue the Series 2007 Note and construct the 2007 Project and the proper officers of
the Issuer are hereby authorized to verify on behalf of the Issuer any pleadings in such
proceedings.

       SECTION 20. SEVERABILITY. If any one or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision of law or contrary
to the policy of express law, though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid or shall in any manner be held to adversely affect the
validity of the Note, then such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements or provisions of this
Resolution or of the Note issued hereunder.

       SECTION 21. GENERAL AUTHORITY.                  The members of the City Council of the
Issuer and the Issuer’s officers, attorneys and other agents and employees are hereby authorized
to perform all acts and things required of them by this Resolution or desirable or consistent with
the requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements and are hereby authorized to execute and deliver all documents which
shall be required by Note Counsel or the initial purchasers of the Series 2007 Note to effectuate
the sale of the Series 2007 Note to said initial purchasers.

        SECTION 22. NO THIRD PARTY BENEFICIARIES. Except such other Persons as
may be expressly described herein or in the Series 2007 Note, nothing in this Resolution, or in
the Series 2007 Note, expressed or implied, is intended or shall be construed to confer upon any
Person other than the Issuer and the Holder of the Series 2007 Note, any right, remedy or claim,
legal or equitable, under and by reason of this Resolution or any provision hereof, or of the
Series 2007 Note, all provisions hereof and thereof being intended to be and being for the sole
and exclusive benefit of the Issuer and the Persons who shall from time to time be the Holders.


                                    Resolution No. 1713-07
                                            Page 13
       SECTION 23. NO PERSONAL LIABILITY. Neither the members of the City Council
of the Issuer nor any person executing the Note shall be personally liable therefor or be subject to
any personal liability or accountability by reason of the issuance thereof.

       SECTION 24. RATIFICATION; REPEAL OF INCONSISTENT INSTRUMENTS. The
provisions and terms and conditions of the Resolution are hereby ratified, confirmed and
approved. All other resolutions of the Issuer, or parts thereof, in conflict herewith are hereby
repealed to the extent of such conflict.

       SECTION 25. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.

        The foregoing Resolution No. 1713-07 was passed and adopted by the City Council of
the City of Oviedo, Florida on the 15th day of October, 2007, A.D.



(SEAL)
                                                   Thomas G. Walters, Mayor of the City of
                                                   Oviedo, Florida




ATTEST:



Barbara J. Barbour
City Clerk




                                     Resolution No. 1713-07
                                             Page 14
                                          EXHIBIT A

                                     CONSENT OF MBIA

        MBIA Insurance Corporation (“MBIA”) as the insurer of all of the outstanding bonds
issued by the City of Oviedo, Florida (the “City”) pursuant to Resolution No. 545-95 adopted by
the City Council of the City on October 16, 1995, as amended and supplemented (collectively,
the “Resolution”), which are currently outstanding, being the City’s $9,500,000 Utility Revenue
Bonds, Series 2003 and the $5,360,000 Utility Revenue Refunding Bonds, Series 2004
(collectively, the “Parity Bonds”), DOES HEREBY CERTIFY that (i) the Parity Bonds are now
rated in as high a rating category as the rating category in which the Party Bonds were rated at
the time of initial issuance and delivery thereof, and (ii) MBIA is not now in default in the
performance of any of its obligations under its municipal bond insurance policies with respect to
any series of Parity Bonds outstanding under the Resolution.

       Furthermore, MBIA DOES HEREBY CONSENT TO AND APPROVES the insertion of
a new paragraph at the end of Section 20(B)(2) of the Resolution, on behalf of itself and the
holders of the Parity Bonds pursuant to Section 23 of the Resolution, that reads as follows:

              Notwithstanding the foregoing provisions, the Issuer may adopt a
       Supplemental Resolution providing that certain Additional Parity Obligations are
       not secured by the Reserve Fund and any account therein, or establishing a
       separate account in the Reserve Fund for any Series of Bonds and providing a
       pledge of such account to the payment of such Series of Bonds apart from the
       pledge provided herein. To the extent a Series of Bonds is secured separately by
       an account of the Reserve Fund, the Holder of such Bonds shall not be secured by
       any other moneys in the Reserve Fund. Moneys in a separate subaccount of the
       Reserve Fund shall be maintained at the Reserve Requirement applicable to such
       Series of Bonds secured by the subaccount unless otherwise provided by
       Supplemental Resolution. Moneys shall be deposited and withdrawn from
       separate accounts in the Reserve Fund on a pro-rata basis.

       DATED this _____ day of October, 2007.

                                            MBIA INSURANCE CORPORATION



                                                    By:________________________________
                                                    Authorized Representative