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HomeMy WebLinkAbout04-309 , \ RESOLUTION NO. 04-309 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $8,500,000 PUBLIC IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 2004A (800 MHz EMERGENCY RADIO SYSTEM), TO ADVANCE REFUND THE COUNTY'S OUTSTANDING PUBLIC IMPROVEMENT REVENUE BONDS, SERIES 2000A (800 MHz RADIO SYSTEM); PROVIDING FOR THE COVENANTS OF THE COUNTY WITH THE HOLDERS OF THE BONDS; PROVIDING FOR THE RIGHTS, SECURITY, AND REMEDIES OF THE REGISTERED OWNERS OF SUCH BONDS; ACCEPTING THE COMMITMENT OF THE BOND INSURER FOR A MUNICIPAL BOND INSURANCE POLICY, AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; DELEGATING THE AUTHORITY TO AWARD THE SERIES 2004A BONDS AND EXECUTE A BOND PURCHASE CONTRACT, SUBJECT TO SATISFACTION OF CERTAIN CONDITIONS; PROVIDING FOR THE APPROVAL OF FINAL TERMS OF THE SERIES 2004A BONDS; APPOINTING A BOND REGISTRAR AND PAYING AGENT AND AN ESCROW HOLDER; PROVIDING FOR THE REDEMPTION OF THE REFUNDED BONDS; APPROVING THE FORMS OF VARIOUS DOCUMENTS; AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTION IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: ARTICLE I STATUTORY AUTHORITY, DEFINITIONS, AND FINDINGS Section 1.01. Authority for This Resolution. This resolution is adopted pursuant to the provisions ofthe Act. Section 1.02. Definitions. Capitalized tenns used in this resolution shall have the following meanings, unless the context clearly requires otherwise. Words importing singular number shall include the plural number in each case and vice versa, and words of one gender shall be deemed to include the other genders. In this resolution: "Accounting Principles" means generally accepted accounting principles applicable to governmental entities. "Act" shall mean Chapter 125, Florida Statutes, Ordinance No. 87-77 of the Board, as amended, and other applicable provisions oflaw. , , "Additional Parity Bonds" means any obligations hereafter issued pursuant to the tenns and conditions of Section 5.01(E) of this Resolution and payable from the Pledged Revenues on a parity with the Series 2004A Bonds, originally issued hereunder. "Additional Revenues" means the payments received by the County from the Public Agencies pursuant to the Interlocal Agreements. "Amortization Installment" shall mean, with respect to each maturity of Tenn Bonds of any Series of Bonds, the principal amounts (or Compounded Amounts) of such Tenn Bonds to be retired in consecutive years by mandatory redemption from the applicable Bond Amortization Account within the Sinking Fund or, in the year in which such Tenn Bonds are stated to mature, through payment at maturity, provided that (i) each such installment shall be deemed to be due on the Interest Payment Date or Principal Maturity Date of each applicable year as set forth in the Purchase Contract or by resolution of the Board and (ii) the aggregate of such installments for each maturity shall equal the aggregate principal amount (or, if applicable, the Compounded Amounts at maturity) ofTenn Bonds of such maturity delivered on original issuance. "Authorized Investments" shall mean any obligations, deposit certificates, or other evidences of indebtedness legal for investment pursuant to applicable law, to the extent not inconsistent with the tenns of any Credit Facility or with the fonnal investment policy of the County. With respect to the Series 2004A Bonds, Authorized Investments shall not include any investments not listed on Exhibit H hereto. "Board" means the Board of County Commissioners ofthe County, as governing body ofthe County. "Bond Counsel" shall mean Squire, Sanders & Dempsey L.L.P., or such other finn of attorneys which is nationally recognized as being experienced in matters relating to the validity of, and the state and federal income tax treatment of interest on, obligations of states and their political subdivisions and whose opinions are generally accepted by purchasers of municipal bonds, as selected by the County. "Bond Insurer" means MBIA Insurance Corporation and its successors and assigns. "Bond Registrar" shall mean the Person or corporation designated by the County to maintain the registration books required to be maintained hereunder and to serve as paying agent for purposes of making payments of principal of and interest on the Series 2004A Bonds to the Registered Owners. The Bond Registrar shall initially be Wachovia Bank, N.A., Miami, Florida. "Bond Registrar and Paying Agent Agreement" means an agreement between the County and the Bond Registrar relating to the maintenance of books and records of ownership of Bonds and receipt and application of moneys for the payment of principal of and redemption premium, if any, and interest on, Bonds and other matters. The Bond Registrar and Paying Agent Agreement for the Series 2004A Bonds shall be in substantially the fonn of Exhibit G hereto. E-STL/800MHZ/R-A WARD-DELE NEW 3 2 , \ "Bond Resolution" means this resolution, as amended and supplemented from time to time. "Bond Year" means each twelve-month period beginning the day after a Principal Maturity Date or any other annual period designated by the County. "Bonds" shall mean the Series 2004A Bonds and any Additional Parity Bonds issued pursuant to the tenns and conditions of this resolution. "Book-Entry Fonn" or "Book-Entry System" means a fonn or system, as applicable, under which (i) Bonds are issued to a Depository or to its nominee, as Registered Owner, (ii) Bonds are held by and "immobilized" in the custody of such Depository, and (iii) records are maintained by the Depository and/or other persons to identify and record the transfer of beneficial interests in the Bonds. "Business Day" means any day on which (i) banks in the jurisdiction of the County or in any of the cities in which the designated office of the Paying Agent or the principal office of any Credit Facility Issuer are located, are not required or authorized by law to remain closed, and (ii) the Paying Agent and any Credit Facility Issuer and the New York Stock Exchange, Inc. are open for business. "Cede" means Cede & Co., as nominee for DTC. "Chainnan" means the Chainnan or Vice Chainnan of the Board. "Clerk" means the Clerk or any Deputy Clerk of the Circuit Court, ex officio Clerk of the Board. "Code" means the Internal Revenue Code of 1986, as amended, together with the valid and applicable regulations and proposed and temporary regulations thereunder, and, if applicable, under the Internal Revenue Code of 1954, as amended, as the same may be in effect or amended, and any successor provisions thereto, from time to time. "Commitment" means the agreement issued by the Bond Insurer, dated October 8, 2004, to issue the Policy, a copy of which is attached hereto as Exhibit C. "Continuing Disclosure Certificate" means a certificate related to any Series of Bonds to be executed by the proper officer of the County at or prior to the time the County delivers the Series of Bonds to the Underwriter, as it may be amended from time to time in accordance with the tenns thereof, whereby the County undertakes to assist the Underwriter in complying with the continuing disclosure requirements ofthe Continuing Disclosure Rule. "Continuing Disclosure Rule" means the continuing disclosure requirements of Rule 15c2- 12 of the United States Securities and Exchange Commission, as amended. "County" means St. Lucie County, Florida. E-STL/800MHZ/R-A WARD-DELE NEW 3 3 , \ "Credit Facility" means, with respect to the Series 2004A Bonds, the Policy. "Credit Facility Issuer" means, with respect to the Series 2004A Bonds, the Bond Insurer. "DTC" means The Depository Trust Company, New York, New York, a securities depository. "Debt Service Requirement" means, for any Bond Year, as applied to the Bonds of any Series or all Bonds, as the case may be, the sum of: (1) the amount required to pay the interest becoming due on the Bonds during such Bond Year; and (2) the aggregate amount required to pay the principal becoming due on Bonds for such Bond Year; provided that, for purposes of this definition, the stated maturity date of any Tenn Bonds shall be disregarded and the Amortization Installments applicable to such Tenn Bonds in such Bond Year shall be deemed to mature in such Bond Year; and In calculating the Debt Service Requirement for any period for any Series of Bonds or any Subordinated Debt, the County shall deduct from the amounts calculated in Subparagraphs (1) through (3) above: (a) any capitalized interest deposited into the applicable accounts of the Sinking Fund for such period from the proceeds of the sale of such Bonds or otherwise and, while any Bonds are supported by a Credit Facility, held by a bond trustee or paying agent having combined capital, surplus and undivided profits of at least $50,000,000 (or approved by the Credit Facility Issuer) as agent for the Registered Owners and invested in Federal Securities; and (b) any investment earnings (i) received on moneys on deposit in or transferred to the Sinking Fund and accounts established therein with respect to such Series and (ii) required by the tenns of this resolution to be retained in such Sinking Fund. "Defeasance Obligations" means: (1) Federal Securities; and (2) obligations described in Section 103(a) of the Code, prOVISIon for the payment of the principal of, premium, if any, and interest on which shall have been made by the irrevocable deposit with a bank or trust company (which is a member of the FDIC and which has a combined capital, surplus and undivided profits of not less than $50,000,000) acting as a trustee or escrow agent for holders of such obligations, of securities described in clause (1) above, the maturing principal of and interest on which, when due and payable, will provide sufficient moneys, without reinvestment, to pay when due the principal of, premium, if any, and interest on such obligations, and which securities described in clause (1) above are not available to satisfy any other claim, including any claim of the trustee or escrow agent or of any person claiming through the trustee or escrow agent or to whom the trustee or escrow agent may be obligated, including in the event of the insolvency of the trustee or E-STL/800MHZ/R-A WARD-DELE NEW 3 4 , \ escrow agent or proceedings arising out of such insolvency and which are rated "AAA" by Moody's and "Aaa" by S&P. "Depository" means any securities depository that is operating and maintaining, with its participants or otherwise, a Book-Entry System to record ownership of beneficial interests in Bonds or debt service on Bonds and to effect transfers of Bonds in Book-Entry Fonn, including, but not limited to, DTC. "Escrow Deposit Agreement" means the agreement between the County and the Escrow Holder, providing for the deposit of a portion of the proceeds of the Series 2004A Bonds in trust with the Escrow Holder for the purpose of making payment of the principal, premium, if specified, and interest on the Refunded Bonds, in substantially the fonn attached hereto as Exhibit F. "Escrow Holder" means Wachovia Bank, N.A., Miami, Florida. "Expiration Date" means the earliest date on which any of the Interlocal Agreements expires. "Federal Securities" means direct noncallable obligations of the United States of America or obligations the timely payment when due of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America. "Financial Advisor" means RBC Dain Rauscher Inc., or such other financial advisor as may be employed by the County. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other period as may be prescribed from time to time as the fiscal year for the County. "Fitch" means Fitch Ratings or its successor. "Funds and Accounts" means the Revenue Fund and the Sinking Fund created pursuant to Section 3.03(A) hereof, together with the accounts and any subaccounts therein. "Independent Certified Public Accountants" means such finn of certified public accountants, not in the regular employ of the County, as shall be retained by the County for the purpose of auditing the books and records relating to the Pledged Revenues and perfonning such other functions as are specified in this resolution. "Interest Payment Date" means, with respect to any Series of Bonds, the semiannual or other periodic dates on which interest is payable on the Bonds, as detennined by subsequent resolution of the Board adopted at or prior to the time of issuance of such Bonds. "Interlocal Agreements" means agreements between the County and the Public Agencies requiring the Public Agencies to pay to the County the Additional Revenues. E-STL/800MHZ/R-A WARD-DELE NEW 3 5 , \ "Investment Earnings" means the interest, dividends, and capital gains received from the investment, purchase, and sale of Authorized Investments held in the various funds and accounts established pursuant to this resolution. "Letter of Representations" means the blanket letter agreement between the County and DTC, dated March 2, 1999, with respect to Bonds issued in book-entry only fonn. "Maximum Annual Debt Service Requirement" means, as of any particular date of calculation, the Debt Service Requirement for the then current or any future Bond Year which is greatest in dollar amount with respect to a particular Series of Bonds, or all Bonds, as the case may be. "Moody's" means Moody's Investors Service, or its successor. "Outstanding" means as applied to Bonds, as of any applicable time, all Bonds which have been authenticated and delivered, or which are being delivered, under the Bond Resolution except: (a) Bonds cancelled upon surrender, exchange or transfer, or cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds, or portions thereof, which are considered no longer Outstanding pursuant to Section 6.08 hereof; ( c) Bonds, or portions thereof, which are deemed paid upon the redemption or maturity thereof for which moneys sufficient to pay the maturity amount or redemption price thereof have been deposited into the appropriate accounts of the Sinking Fund by the County or in lieu of which other Bonds have been issued under Section 2.06 or 2.07 hereof. For purposes of voting, giving directions and granting consents, Bonds held by the County or by an agent of the County shall not be deemed Outstanding. "Paying Agent" means the Person serving as Bond Registrar and, where the context so requires, shall include any co-paying agent appointed as provided in this resolution. "Person" or words importing persons means finns, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons. "Pledged Revenues" means (i) the Radio System Fines, (ii) the Additional Revenues; (iii) the moneys and Authorized Investments on deposit in the Funds and Accounts, and (iv) the Investment Earnings. "Policy" means the municipal bond insurance policy issued by the Bond Insurer pursuant to the Commitment. E-STL/800MHZ/R-A WARD-DELE NEW 3 6 , , "Principal Maturity Date" means, with respect to any series of Bonds, the annual or other periodic date on which principal matures on the Bonds, as set forth in the Purchase Contract or as detennined by subsequent resolution of the Board adopted at or prior to the issuance of Bonds, and in each case including applicable dates on which Amortization Installments are required to be applied to retire Tenn Bonds. "Prohibited Payment" means a payment, or an agreement to pay, to a Person other than the United States of America, an amount that is otherwise required to be paid to the United States of America through a transaction or series of transactions that reduces the amount earned on an investment or deposit or that results in a smaller profit or a larger loss on such investment or deposit than would have resulted in an ann's length transaction in which yield on Bonds was not relevant to either party to such investment or deposit. "Public Agencies" means the City of Port St. Lucie, the City of Fort Pierce, the St. Lucie County School Board, the St. Lucie County Fire District, and the St. Lucie County Sheriffs Department. "Purchase Contract" means the agreement between the County and an Underwriter for the sale and purchase of the Series 2004A Bonds, in substantially in the fonn of Exhibit E hereto, with such changes thereto as shall be acceptable to the County Administrator, upon the advice of the County Attorney, Bond Counsel, and the Financial Advisor. "Radio System Fines" means the portion of the civil penalties received by the County Court of St. Lucie County each month and required, pursuant to the provisions of Section 318.21 (9), Florida Statutes (2004), to be used to fund the County's participation in the intergovernmental radio system program in the County. "Rating Agency" means Fitch, Moody's, or S&P or any thereof, and their successors, if any is then maintaining a rating on any Series of Bonds. "Rebate Amount" means the amount required to be paid to the Internal Revenue service on each Rebate Payment Date in order to satisfy the requirements of Section 148( f) of the Code. "Rebate Payment Date" means the latest date on which the County is pennitted to make timely payment of the Rebate Amount to the Internal Revenue Service. "Record Date" means, for any Series, the fifteenth day of the month prior to an Interest Payment Date for such Series, or such other date as may be specified in the Purchase Contract or by subsequent resolution ofthe Board. "Redemption Date" means the date specified in the Purchase Contract or in a resolution of the Board on which any Bonds are to be redeemed prior to the maturity thereof, whether at the option of the County or by operation of the applicable Bond Amortization Account in the Sinking Fund. E-STL/800MHZ/R-A WARD-DELE NEW 3 7 , , "Refunded Bonds" means the County's outstanding Public Improvement Revenue Bonds, Series 2000A (800 MHz Radio System), dated April 1, 2000, originally issued in the aggregate principal amount of $8,770,000. "Refunding" means the providing for payment of Refunded Bonds by the deposit with the Escrow Holder of a portion of the proceeds of Series 2004A Bonds and other moneys necessary to pay in full the principal, premium, ifany, and interest on the Refunded Bonds. "Refunding Costs" means but shall not necessarily be limited to: the cost of payment of the principal of, premium, if specified, and interest on the Refunded Bonds; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the establishment of reasonable reserves for the payment of debt service on the Series 2004A Bonds; discount upon the sale of the Series 2004A Bonds; the expenses and costs of issuance of the Series 2004A Bonds; the cost of purchasing any Credit Facility or Reserve Account Credit Facility with respect to the Series 2004A Bonds; such other expenses as may be necessary or incidental to the financing authorized by the Bond Resolution, to the Refunding, and to the accomplishing thereof, and reimbursement to the County for any sums expended for the foregoing purposes. "Registered Owner" or "Owner" means any Person who shall be the owner of any Outstanding Bond or Bonds as shown on the registration books maintained by the Bond Registrar. "Reserve Account Requirement" shall be equal to the lesser of (i) the Maximum Annual Debt Service Requirement, and (ii) the amount pennitted under the Code as a reasonably required reserve or replacement fund. "Reserve Account Value" means the value of moneys and Authorized Investments credited to the Reserve Account. "S&P" means Standard & Poor's, or its successor. "Serial Bonds" means any Bonds for the payment of the principal of which, at the maturity thereof, no fixed mandatory sinking fund or bond redemption deposits are required to be made prior to the 12-month period immediately preceding the stated date of maturity of such Serial Bonds. "Series 2004A Bonds" means the Public Improvement Refunding Revenue Bonds, Series 2004A (800 MHz Emergency Radio System), issued pursuant to this resolution. "State" means the State of Florida. "Subordinated Debt" means any obligations issued or incurred by the County and payable from the Pledged Revenues junior and subordinate to the Bonds as to security for payment from such Pledged Revenues and in all other respects. E-STL/800MHZ/R-A WARD-DELE NEW 3 8 , . "Tenn Bonds" mean the Bonds which shall be stated to mature on one date and which shall be subject to retirement by operation of the applicable Bond Amortization Account in the Sinking Fund herein established. "Underwriter" means the investment banking finn or finns selected by the County as the initial purchaser of a Series. The Underwriter for the Series 2004A Bonds is SunTrust Capital Markets, Inc., Orlando, Florida. "Verification Agent" means any finn of Independent Certified Public Accountants or other financial professionals in the business of providing reports as to the adequacy of amounts deposited into an escrow account to effect a defeasance of debt obligations and other infonnation relative thereto at any time acceptable to the County, Bond Counsel, and any Credit Facility Issuer providing a Credit Facility with respect to Bonds proposed to be defeased under the tenns of this resolution. The Verification Agent for the Series 2004A Bonds shall be Causey, Demgen & Moore, Inc., Denver, Colorado. Section 1.03. Findings. It is hereby ascertained, detennined, and declared as follows: (A) It is necessary and in the best interests of the health, safety, and welfare of the County and its inhabitants that the County refund for covenant restructuring the Refunded Bonds. The County is authorized pursuant to the provisions of the Act to undertake the Refunding. (B) The County is without adequate, currently available funds to pay the Refunding Costs and it is necessary and desirable and in the best interests of the County that it borrow the moneys necessary to pay the Refunding Costs through the issuance of the Series 2004A Bonds. The County is authorized pursuant to the provisions of the Act to issue the Series 2004A Bonds to provide the necessary moneys to pay the costs of the Refunding. (C) The County currently receives the Pledged Revenues, and such Pledged Revenues are not pledged or encumbered to pay any other debts or obligations of the County except the Refunded Bonds. The lien upon and pledge of the Pledged Revenues to secure the Refunded Bonds will be released and extinguished upon the issuance of the Series 2004A Bonds. The County is authorized pursuant to the provisions of the Act to pledge the Pledged Revenues to secure the payment ofthe Series 2004A Bonds. The County is in full compliance with all provisions relating to its eligibility to receive the Pledged Revenues. (D) The Pledged Revenues are estimated to be sufficient to pay as the same become due and payable the Debt Service Requirement on the Series 2004A Bonds and to make all other payments required to be made by the provisions of the Bond Resolution. (E) The Bonds do not constitute a general obligation of, or a pledge of the faith and credit or the taxing power of, the County, the State of Florida or any agency or political subdivision thereof within the meaning of any constitutional or statutory provision or limitation, but are limited, special obligations of the County, the principal of, premium, if any and interest on which are payable from and secured solely by the Pledged Revenues as provided herein. E-STL/800MHZ/R-A WARD-DELE NEW 3 9 , . Neither the State of Florida nor any political subdivision thereof nor the County shall be obligated to exercise its ad valorem taxing power in any fonn on any real or personal property in the County to pay the principal of the Bonds, the interest thereon or other costs incidental thereto or to pay the same from any other funds of the County except from the Pledged Revenues in the manner provided herein. (F) The County has received the Commitment from the Bond Insurer for issuance of the Policy, and it is in the best interests of the County to purchase the Policy in order to reduce the present value ofthe Debt Service Requirements with respect to the Series 2004A Bonds. (G) Based upon the Commitment, the County expects to receive from a Rating Agency, at or prior to the issuance of the Series 2004A Bonds, a bond rating in the highest classification. (H) A negotiated sale of the Series 2004A Bonds to the Underwriter is in the best interest of the County and is found to be necessary for the following reasons, as to which the following specific findings are hereby made: (1) the nature of the security for the Series 2004A Bonds makes it necessary to utilize the marketing services of an underwriter in order to achieve the lowest interest rate on the Series 2004A Bonds; and (2) the sensitivity of interest rates has increased the risk of sale upon advertisement, and it is more likely that the County will achieve better market timing by sale through negotiation. (I) It is necessary and desirable to delegate to the County Administrator the authority to execute the Purchase Contract and thereby to fix the date, maturities, mandatory amortization installments, interest rates, redemption provisions and certain other details of the Series 2004A Bonds, subject to certain restrictions, hereinafter set forth. (1) The County Administrator has executed the Commitment, and it is necessary and desirable to ratify and confinn the foregoing actions of the County Administrator. (K) It is necessary and desirable to approve and ratify the preliminary Official Statement for the Series 2004A Bonds; to establish the book-entry registration system provisions for the Series 2004A Bonds; to designate the Bond Registrar and Paying Agent for the Series 2004A Bonds; to designate an Escrow Holder for the Refunded Bonds and to authorize the execution of an Escrow Deposit Agreement; and to authorize the execution of certain other documents and the taking of all other necessary actions in connection with the issuance and delivery of the Series 2004A Bonds. Section 1.04. Interpretation. Any reference herein to the County, to the Board or to any member or officer of either, includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully perfonning their functions. Unless the context clearly indicates otherwise, any reference to a section or provision of the Constitution ofthe State or the Act, or to a section, provision or chapter of the Laws of Florida or the United States of America, includes that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this E-STL/800MHZ/R-A WARD-DELE NEW 3 10 ~ , provision, if it constitutes in any way an impainnent of the rights or obligations of the County, the officers, employees and members of the Board of the County, the Registrar, the Paying Agent, the Registered Owners, or any Credit Facility Issuer under the Bond Resolution, the Bonds or any other instrument or document entered into in connection with the issuance of any Bonds. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the tenns "hereof," "hereby," "herein," "hereto," "hereunder" and similar tenns refer to this resolution; and the tenn "hereafter" means after, and the tenn "heretofore" means before, the date of this resolution or the date of issuance of any Bonds, as the case may be. Words of any gender include the correlative words of the other genders, unless the context indicates otherwise. Section 1.05. Resolution Constitutes A Contract. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall be the Registered Owners of the same from time to time, the Bond Resolution shall be deemed to be and shall constitute a contract between the County and such Registered Owners, and the covenants and agreements herein set forth to be perfonned by the County shall be for the equal benefit, protection, and security of the Registered Owners of any and all such Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof, except as expressly provided therein or herein. In consideration of the issuance of the Credit Facility, the Bond Resolution shall further be deemed to be and shall constitute a contract between the County and the Credit Facility Issuer. Section 1.06. Captions And Headings. The captions and headings in this resolution are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof. (End of Article I) E-STL/800MHZ/R-AWARD-DELE NEW 3 11 , . ARTICLE II AUTHORIZATION OF REFUNDING; DESCRIPTION, DETAILS AND FORM OF BONDS Section 2.01. Authorization Of Bonds. Subject and pursuant to the provisions of the Bond Resolution, obligations of the County, to be known as "Public Improvement Refunding Revenue Bonds, Series 2004A (800 MHz Emergency Radio System)" are hereby authorized to issued for the purpose of financing the Refunding Costs. Section 2.02. Authorization Of Refunding. The Board hereby specifically authorizes the Refunding. Section 2.03. Description Of Bonds. The Bonds shall be numbered; shall be in such denominations or maturity amounts; shall be dated as of the date of their delivery or such other date prior to the date of their delivery; shall bear interest, calculated on the basis of a 360-day year consisting of twelve 30-day months, at not exceeding the maximum rate allowed by law; payable on such dates; shall mature on the first day of such month, in such years, not to exceed thirty (30) years from the date thereof, and in such amounts; and shall be issued as Serial Bonds, Tenn Bonds, or any combination thereof; all the foregoing as shall be detennined pursuant to the provisions of the Purchase Contract or by resolution of the Board. The fiscal details with respect to the Series 2004A Bonds shall be as set forth in the Purchase Contract with respect to the Series 2004A Bonds. The Bonds shall be issued in fully registered fonn; shall be payable with respect to principal at the office of the Bond Registrar, as paying agent, or such other paying agent as shall be subsequently detennined by the Board; shall be payable in lawful money of the United States of America; and shall bear interest from their date, or from the most recent date to which interest has been paid, payable, in the case of Bonds, by check or draft mailed to the Registered Owner at his address as it appears upon the books of the Bond Registrar as of 5:00 P.M. Eastern Time on the Record Date, provided that, for any Registered Owner of one million dollars ($1,000,000) or more in principal amount of Bonds, such payment shall, at the expense of, and upon the written request of such Registered Owner delivered to the Bond Registrar not later than the fifth (5th) Business Day preceding a Record Date, be made by wire transfer or other medium acceptable to the County and to such Registered Owner. Section 2.04. Execution And Authentication Of Bonds. The Bonds shall be executed in the name of the County by the Chainnan, and attested by the Clerk and the corporate seal of the Board or the County or facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Chainnan and Clerk may be manual or facsimile signatures imprinted or reproduced thereon. There shall be a Certificate of Authentication of the Bond Registrar on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under the provisions of this resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be either manual or in facsimile, provided, E-STL/800MHZ/R-A WARD-DELE NEW 3 12 , ' however, that at least one of the above signatures, including that of the authorized signature for the Bond Registrar, appearing on the Bonds shall be a manual signature. The authentication by the authenticating agent upon any Bond shall be conclusive evidence that the Bond so authenticated has been duly delivered hereunder and is entitled to the security and benefit hereof. In case anyone or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the County before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the County by such person as at the actual time of the execution of such Bond shall hold the proper office in the County, although at the date of such Bonds such person may not have held such office or may not have been so authorized. Section 2.05. Negotiability And Registration. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the Unifonn Commercial Code - Investment Securities Laws of the State of Florida, and each successive Registered Owner, in accepting any of said Bonds shall be conclusively deemed to have agreed that the Bonds shall be and have all of the qualities and incidents of such negotiable instruments. There shall be a Bond Registrar, who may also be the paying agent for the Bonds, which shall be a bank or trust company located within or without the State of Florida having a combined capital, surplus, and undivided profit of at least $50,000,000. The Bond Registrar shall be responsible for maintaining the books for the registration of the transfer and exchange of the Bonds. The County and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. All Bonds presented for transfer, exchange, redemption or payment (if so required by the County or the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in fonn and with guaranty of signature satisfactory to the County or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. The Bond Registrar may charge the Registered Owner a sum sufficient to reimburse it for any expenses incurred in making any exchange or transfer after the first such exchange or transfer following the initial delivery of the Bonds. The Bond Registrar or the County may also require payment from the Registered Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Bonds shall be delivered. The County and the Bond Registrar shall not be required to issue, transfer or exchange any Bonds during a period beginning at the opening of business on t.he 15th day next preceding either any Interest Payment Date or any Redemption Date and ending at the close of business on the Interest Payment Date or Redemption Date, as the case may be. E-STL/800MHZ/R-A WARD-DELE NEW 3 13 New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Bonds surrendered, shall be secured by this resolution, and shall be entitled to all ofthe security and benefits hereof to the same extent as the Bonds surrendered. The County may elect to use a book-entry or immobilization system for issuance and registration of the Bonds of any Series, and the details of any such system shall be as fixed by subsequent resolution of the Board adopted prior to the time of issuance of such Bonds. Whenever any Bond shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Bond shall be cancelled and destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. Section 2.06. Bonds Mutilated, Destroyed, Stolen Or Lost. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Bond Registrar may in its discretion issue and deliver a new Bond, of like tenor as the Bond, so mutilated, destroyed, stolen or lost, either in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Registered Owner's furnishing the Bond Registrar proof of his ownership thereof, furnishing satisfactory indemnity in favor of both the County and the Bond Registrar, complying with such other reasonable regulations and conditions as the Bond Registrar and County may prescribe, and paying such expenses as the County may incur. All Bonds so surrendered shall be cancelled. If any such Bonds shall have matured or are about to mature, instead of issuing a substitute Bond, the Bond Registrar may pay the same, upon compliance with the foregoing conditions and requirements. Any such duplicate Bonds issued pursuant to this Section shall constitute original contractual obligations on the part of the County, whether or not any lost, stolen or destroyed Bonds are found and shall be entitled to equal and proportionate benefits and rights with all other Bonds of such Series issued hereunder as to lien on and source and security for payment from the Pledged Revenues. Section 2.07. Temporary Bonds. Until Bonds in definitive fonn of any Series are ready for delivery, the County may execute, and upon its request in writing, the Bond Registrar shall authenticate and deliver in lieu of any thereof, and subject to the same provisions, limitations and conditions, one or more printed, lithographed or typewritten Bonds in temporary fonn, substantially of the tenor of the Bonds hereinbefore described and with appropriate omissions, variations and insertions. Until exchanged for Bonds in definitive fonn, such Bonds in temporary fonn shall be entitled to the lien and benefit of this resolution. The County shall, without unreasonable delay, prepare, execute and deliver to the Bond Registrar and thereupon, upon the presentation and surrender of the Bonds in temporary fonn to the Bond Registrar the Bond Registrar shall authenticate and deliver, in exchange therefor, Bonds of the same Series and maturity, in definitive fonn in the authorized denominations, and for the same aggregate principal amount, as the Bonds in E-STL/800MHZ/R-A WARD-DELE NEW 3 14 , , temporary fonn surrendered. The expense of such exchange shall be paid by the County and there shall be made no charge therefor to any Registered Owner. Section 2.08. Provisions For Redemption. The Bonds may be redeemable, by operation of the applicable Bond Amortization Account or Redemption Account or, at the option of the County, as provided in the Purchase Contract or by subsequent resolution of the Board. (A) Notices To Owners. Not less than thirty (30) nor more than sixty (60) calendar days prior to the Redemption Date, notice of any such redemption, which shall be dated and state (a) the Redemption Date, (b) the Redemption Price, (c) the identification and respective principal amount of Bonds to be redeemed if less than all Bonds are to be redeemed, (d) that on the Redemption Date the Redemption Price will become due and payable on the Bond or portion thereof called for redemption, (e) that interest on each such Bond shall cease to accrue from and after such date, and (f) the place where the Bonds are to be surrendered for payment of the Redemption Price (i) shall be filed with the Registrar, and (ii) shall be mailed by deposit in the U.S. Mail by First Class Mail, postage prepaid, to all Registered Owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for by the deposit of moneys with the Paying Agent. Interest shall cease to accrue on the Redemption Date on any Bonds duly called for prior redemption if payment of the Redemption Price has been duly provided for. Failure of any Registered Owner to receive notice properly given shall not affect (i) the validity of any such proceedings for redemption or (ii) the cessation from and after the Redemption Date of the accrual of interest on the Bonds called for redemption. (B) Notices To Depositories. In addition to the foregoing notice, further notice shall be given as set out below, but no defect in any such notice nor any failure to give all or any portion of any notice shall in any manner defeat the effectiveness of a call for redemption with respect to an Owner as to which notice is given as prescribed in Paragraph A above. Each such further notice of redemption given hereunder shall contain the infonnation required above for an official notice of redemption plus: (i) the date of the Bonds of such Series being redeemed; (ii) the rate of interest borne by the Bonds being redeemed; (iii) the maturity date of the Bonds being redeemed; (iv) the CUSIP number of the Bonds being redeemed and (v) any other descriptive infonnation needed to identify accurately the Bonds being redeemed. Each further notice of redemption under this Subsection (B) shall be sent at least thirty-two (32) days before the Redemption Date by registered or certified mail or overnight delivery service (at the expense of the addressee) to each Credit Facility Issuer and to all registered securities depositories then in the business of holding substantial amounts of obligations of types such as the Bonds (such depositories now being The Depository Trust Company of New York, New York, the Midwest Securities Trust Company of Chicago, Illinois, and the Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national infonnation services that disseminate notices of redemption of obligations such as the Bonds (such as Financial Infonnation, Inc.'s Financial Daily Called Bond Service, Interactive Data Corporation's Bond Service, Kenny Infonnation Service's Called Bond Service and Standard & Poor's Called Bond Record). E-STL/800MHZ/R-A WARD-DELE NEW 3 15 Section 2.09. Form Of Bonds. The text of the Bonds shall be of substantially the fonn of Exhibit A hereto, with such omissions, insertions, and variations as may be necessary and desirable, and as may be authorized or pennitted by this resolution or by subsequent resolution adopted prior to the issuance thereof. Section 2.10. Book-Entry System. The Series 2004A Bonds shall be issued in book-entry only fonn. The County has entered into the Letter of Representations in the fonn furnished by the DTC to provide for the issuance of the Series 2004A Bonds in book-entry only fonn. The Series 2004A Bonds shall be registered to Cede and immobilized in the custody ofDTC. All payments for the principal of, interest and redemption premiums, if any, on the Series 2004A Bonds shall be paid by check, draft or wire transfer by the Paying Agent to Cede, without prior presentation or surrender of any Series 2004A Bond (except for final payment thereof); and shall constitute payment thereof pursuant to, and for all purposes, of the Bond Resolution. If less than all the outstanding Series 2004A Bonds of a single maturity are to be called for redemption, the County and the Paying Agent shall have no responsibility for the selection of the book-entry interests in the Series 2004A Bonds to be paid pursuant to the redemption, or for notification of that redemption or of that payment to, or for payment to, the beneficial owners of affected book-entry interests; all of which shall be handled by and in accordance with arrangements of DTC and its participants and others working through those participants. To the extent pennitted by the provisions of the Letter of Representations referred to above, the County shall issue Series 2004A Bonds directly to beneficial owners of the Bonds other than DTC, or its nominee, in the event that: (a) DTC detennines not to continue to act as securities depository for the Series 2004A Bonds; or (b) the County has advised DTC of its detennination that DTC is incapable of discharging its duties; or (c) the County detennines that it is in the best interest of the County not to continue the book-entry system or that the interests of the beneficial owners of the Series 2004A Bonds might be adversely affected if the book-entry system is continued. Upon occurrence of the evènts described in (a) or (b) above, the County shall attempt to locate another qualified securities depository, and shall notify holders of the Series 2004A Bonds through DTC if successful. If the County fails to locate another qualified securities depository to replace DTC, the County shall cause the Bond Registrar to authenticate and deliver replacement Series 2004A Bonds in certificate fonn to the beneficial owners of the Series 2004A Bonds. In the event the County makes the detennination noted in (c) above (the County undertakes no obligation to make any investigation to detennine the occurrence of any events that would pennit the County to make any such detennination), or if the County fails to locate another qualified E-STL/800MHZ/R-AWARD-DELE NEW 3 16 · . securities depository to replace DTC upon occurrence of the events described in (a) or (b) above, the County shall mail a notice to DTC for distribution to the beneficial owners of the Series 2004A Bonds stating that DTC will no longer serve as securities depository, the procedures for obtaining such Series 2004A Bonds in certificated fonn, and the provisions which govern the Series 2004A Bonds including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payments, and other related matters. (End of Article II) E-STL/800MHZ/R-A WARD-DELE NEW 3 17 .' ARTICLE III BONDS NOT GENERAL OBLIGATION OF COUNTY; PLEDGE OF REVENUES AND APPLICATION THEREOF Section 3.01. Bonds Not General Obligations Or Indebtedness Of The County. The Bonds do not constitute a general obligation of, or a pledge of the faith and credit or the taxing power of, the County, the State of Florida or any agency or political subdivision thereof within the meaning of any constitutional or statutory provision or limitation, but are limited, special obligations of the County, the principal of, premium, if any and interest on which are payable from and secured solely by the Pledged Revenues as provided herein. Neither the State of Florida nor any political subdivision thereof nor the County shall be obligated to exercise its ad valorem taxing power in any fonn on any real or personal property in the County to pay the principal of the Bonds, the interest thereon or other costs incidental thereto or to pay the same from any other funds of the County except from the Pledged Revenues in the manner provided herein. Section 3.02. Bonds Secured By Pledged Revenues. The payment of the Debt Service Requirement on all of the Bonds issued hereunder shall be secured forthwith equally and ratably with the other Bonds solely by a lien upon and pledge of the Pledged Revenues. The Pledged Revenues, in an amount sufficient to pay the Debt Service Requirement on the Bonds and to make all other payments required hereunder are hereby, so long as any Bonds are Outstanding and unpaid hereunder, irrevocably pledged in the manner stated herein to the payment of the Debt Service Requirement on the Bonds as the same becomes due and to the making of the other payments required hereunder. Notwithstanding the foregoing, no provision hereof is intended to prohibit the payment of Debt Service Requirement on any Series from, or the pledging to such payment of, any lawfully available additional reserves, security, obligations or sources of funds. The Bonds and the interest thereon shall not constitute a lien upon any property of or in the County, but shall constitute a lien only upon the Pledged Revenues in the manner provided in the Bond Resolution. Section 3.03. Application Of Pledged Revenues. Until the Bonds shall no longer be Outstanding or until (a) there shall have been set apart in the Sinking Fund, including sub accounts therein for each Series, and the Bond Amortization Account and subaccounts therein, a sum sufficient to pay when due the entire Debt Service Requirement accrued and to accrue on such Series, or (b) provision for payment of the Bonds shall have been made in accordance with the provisions of this resolution, the County covenants with the Registered Owners of, and any Credit Facility Issuer for, the Bonds as follows: (A) Creation Of Fnnòs Anò AccOlmts. There shall be created and established by the County on or before the first day that moneys are required by the tenns hereof to be on deposit therein the following special funds and accounts, which shall be subject to the lien hereof: Public Improvement Refunding Revenue Bonds, Series 2004A Revenue Fund (hereinafter the "Revenue Fund"); Public Improvement Refunding Revenue Bonds, Series 2004A Sinking Fund (hereinafter the "Sinking Fund"), together with accounts therein to be known as the Reserve Account and the Bond Amortization Account (together with any subaccounts therein). E-STL/800MHZ/R-AWARD-DELE NEW 3 18 .' (B) Maintenance Of Fnnds And Acconnts. The designation and establishment of the various funds and accounts in and by this resolution shall not be construed to require the establishment of any completely independent, self-balancing funds or accounts, as such tenns are commonly defined and used in governmental accounting, but rather is intended solely to require a segregation of Pledged Revenues on the books and records of the County for the purposes and to establish priorities for application of such Pledged Revenues as provided herein. Cash and Authorized Investments required to be accounted for in each of the funds and accounts established by this resolution may be deposited in a single bank account, provided that standard accounting records are maintained to reflect control or restricted allocation of the moneys therein for the various purposes of such funds and accounts. The foregoing provisions notwithstanding, the funds and accounts created and established pursuant to this resolution shall constitute restricted funds for the purposes provided herein and shall be maintained on the books of the County as separate and distinct from all other funds and accounts of the County, in the manner provided in this resolution. All moneys in such funds and accounts shall be continuously secured in the same manner as the County deposits are required to be secured by the laws ofthe State. Separate accounts may be maintained for different Series or installments of Bonds and identified by the appropriate designation, and deposits into the accounts for each such Series or installment of Bonds shall be on a parity with the deposits, if any, into the corresponding accounts for each other Series of Bonds (or, in the case of a deficiency, shall be on a pro rata basis computed with regard to the then current and any overdue payments to be made into such subaccounts unless specified otherwise); further provided that moneys on deposit in the accounts established for a particular Series may be specified not to be available to be used for payments required to be made from the corresponding accounts for any other Series. (C) Application Of Radio System Fines and Additional Revemles. All Radio System Fines and Additional Revenues shall, immediately upon receipt thereof, be deposited by the County into the Revenue Fund. Any moneys at any time on deposit in the Revenue Fund shall be disposed of in each month in each Bond Year only in the following manner and order of priority. (I) Moneys on deposit in the Revenue Fund shall first be used for deposit into the Sinking Fund, of such sums as are necessary to pay one-sixth (1/6) of the interest becoming due on the Bonds on the next semi-annual Interest Payment Date, provided, however, that no deposit shall be required to the extent that payment of interest on the Bonds has been provided from the proceeds of the Bonds or from other moneys of the County legally available therefor. (2) Moneys on deposit in the Revenue Fund shall next be used for the deposit into the Sinking Fund, in any year immediately before a Serial Bond maturity date, of such sums as are necessary to pay one-twelfth (1/12) of the principal maturing on Serial Bonds on the next principal maturity date, provided, however, that no deposit shall be required to the E-STL/800MHZ/R-A WARD-DELE NEW 3 19 , . extent that payment of the principal on the Bonds has been provided from other moneys of the County legally available therefor. (3) Moneys on deposit in the Revenue Fund shall next be used for deposit into the Bond Amortization Account, on a parity with the payments provided in Subsections (2) and (3) above, a sum equal to one-twelfth (1/12) of the amount of the Amortization Installment for Tenn Bonds which shall become due and payable on the next Amortization Installment due date, provided, however, that no deposit shall be required to the extent that payment of the Amortization Installment on the Bonds has been provided from other moneys of the County legally available therefor. (4) Moneys shall next be used first to maintain on deposit in the Reserve Account moneys and Authorized Investments in an amount equal to the Reserve Account Requirement. (5) Moneys shall next be used to cure any deficiency III the amounts required to be on deposit in the Sinking Fund and Reserve Account. (6) Moneys shall next be used to pay the principal of and interest on any Subordinated Debt that may be outstanding in accordance with the tenns thereof. (7) Remaining moneys may thereafter be withdrawn and used by the County for any lawful purpose. No further deposits shall be required to be made into the foregoing funds and accounts whenever there shall be on deposit in the Sinking Fund, including the Reserve Account and the Bond Amortization Accounts therein, an amount of cash and Authorized Investments equal to all principal and interest due on the Bonds to the final maturity thereof or, if the Bonds have been duly called for prior redemption, to the redemption date. Credit shall be allowed against the required deposit amounts due as prescribed above for the payment of principal of and interest and Amortization Installment on Bonds to the extent of any other funds on deposit and available for such purpose in the applicable accounts of the Sinking Fund including (i) capitalized interest, and (ii) any Investment Earnings transferred into such fund or account and available for such purposes. (D) Investment Of Moneys In Fnnds And Acconnts; Application Of Investment Eaminrs. All moneys in the funds and accounts created hereunder shall be invested and reinvested only in Authorized Investments. Authorized Investments allocated to any fund or account shall mature not later than the respective dates, as estimated by the County, that moneys will be needed for the purposes thereof. In the case of the Reserve Account, investments shall mature not later than the earlier of five (5) years from their date or the final maturity of the Bonds, and Investment Earnings may be retained in such account to the extent necessary to maintain the Reserve Account Requirement therein, or may be transferred to the Revenue Fund as detennined by the County. Except as otherwise provided herein with respect to any particular moneys, and except in accordance E-STL/800MHZ/R-A WARD-DELE NEW 3 20 , . with any Tax Compliance Certificate delivered in connection with the issuance of the Bonds, all Investment Earnings shall, upon receipt, deposited into the Revenue Fund. (E) 1 Jse Of Moneys On Deposit In Fnnds And Acconnts. The moneys on deposit in the funds and accounts herein established shall be only used in the following manner and for the following purposes. (1) SINKING FUND. Moneys on deposit in the Sinking Fund and the Bond Amortization Account therein shall be used only to pay the principal of (including Amortization Installments) and interest on the Bonds as the same becomes due and for no other purpose. No further deposits shall be required to be made into said accounts in any Bond Year when the amount on deposit therein is equal to the Debt Service Requirement for the Bonds for such Bond Year. (2) BOND AMORTIZATION ACCOUNT. Moneys held for the credit of the Bond Amortization Account shall be applied to the retirement ofTenn Bonds as follows: (a) Money in the Bond Amortization Account shall be applied by the County in each Bond Year to the retirement of Tenn Bonds then outstanding in the following order: (i) The Tenn Bonds of each issue of Bonds, to the extent of the Amortization Installment, if any, for such Bond Year for the Tenn Bonds of each such issue then outstanding, plus the applicable premium, if any, and if the amount available in such Bond Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Bond Year for the Tenn Bonds of each such issue then outstanding, plus the applicable premium, if any; provided, however, that if the Tenn Bonds of any such issue shall not then be subject to redemption from moneys in the Bond Amortization Account and if the County shall at any time be unable to exhaust the moneys applicable to the Tenn Bonds of such issue under the provisions of this clause or in the purchase of such Tenn Bonds under the provisions of Paragraph (b) below, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the purchase or redemption ofTenn Bonds of such issue; and (ii) Any balance then remaining, other than money retained under the first clause of this Paragraph (a), shall be applied to the retirement of such Tenn Bonds and Additional Parity Bonds as the County in its sole discretion shall detennine, but only, in the case of the redemption of Tenn Bonds of any issue, in such amounts and on such tenns as may be provided in the proceedings authorizing the issuance of the Bonds of such issue. (b) Subject to the provisions of Paragraph (a) above, the County may endeavor to purchase Tenn Bonds then outstanding at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Tenn Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the Registered Owners of such Tenn Bonds if such Tenn Bonds should be called for redemption on such date from moneys in the Bond Amortization Account; provided, that no such purchase shall E-STL/800MHZ/R-AWARD-DELE NEW 3 21 " be made by the County within the period of 45 days immediately preceding any Interest Payment Date on which Tenn Bonds are subject to call for redemption, except from moneys in excess of the amounts set aside or deposited for the redemption ofTenn Bonds. (3) RESERVE ACCOUNT. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing Amortization Installments or principal of or interest on the Bonds when the other moneys allocated to the Sinking Fund are insufficient therefor. Any withdrawals from the Reserve Account shall be restored by operation of the covenant contained in Section 5.01(A) hereof. Upon the issuance of Additional Parity Bonds, additional moneys shall be deposited into the Reserve Account from the proceeds of such Additional Parity Bonds, or from other moneys of the County available therefor, in order to make the amount on deposit in the Reserve Account at the time of issuance thereof equal to the Reserve Account Requirement on both the outstanding Bonds and the Additional Parity Bonds. Notwithstanding the foregoing, the County at any time may substitute a Reserve Account Credit Facility for all or any portion of the cash and Authorized Investments on deposit in the Reserve Account, subject only to such conditions and approvals as may be imposed by the Credit Facility Issuer providing such Reserve Account Credit Facility or by any Credit Facility Issuer having a Credit Facility or Reserve Account Credit Facility in effect as to any Bonds. The Authorized Investments on deposit in the Reserve Account shall be valued annually as of the last day of the Fiscal Year at their fair market value thereof, exclusive of accrued interest. If and whenever the moneys and Authorized Investments applied and allocated to the Reserve Account (except investment income to be deposited into the Revenue Fund as hereinafter provided) exceed the Reserve Account Requirement on all then Outstanding Bonds, such excess may be withdrawn and applied and allocated into the Revenue Fund. (4) REVENUE FUND. Moneys on deposit in the Revenue Fund shall be used in each month first to make the required deposits into the Sinking Fund and accounts therein in such month. Thereafter, the moneys on deposit in the Revenue Fund may be withdrawn and used by the County for any lawful purpose. (F) Payment AccOlmts. On or prior to each Interest Payment Date when Debt Service Requirement is due on any Bonds, funds for the payment of the Debt Service Requirement then due shall be transferred from the accounts in the Sinking Fund and deposited in a payment account with the Paying Agent. The payment account shall be established in the name of the County, and moneys therein may be invested in overnight repurchase agreements fully collateralized by United States Obligations held by a third party. The payment account shall be held solely for the benefit of the persons entitled to receive payment of the Debt Service Requirement with respect to which such moneys were deposited, subject however to the provisions of the next paragraph. All income on the investment of such moneys may be applied by the County for any lawful purpose and shall not be considered Pledged Revenues hereunder. E-STL/800MHZ/R-A WARD-DELE NEW 3 22 " (G) 1 Jnclaimed Moneys. Moneys held by the paying agent for the payment of Debt Service Requirement and remaining unclaimed for a period of one (1) year from the date on which such moneys were due to pay such Debt Requirement Service may be withdrawn by the County and used for any lawful purpose; provided (1) that such withdrawal shall not give rise to any claim for additional interest due on such Bonds on account of payment thereof not having been duly provided for under the tenns of this resolution and (2) that such withdrawal shall not affect the right, to the extent existing under the provisions of this resolution or of the laws of the State, of the Registered Owner of such Bonds to payment from the Pledged Revenues of the principal and interest thereon to the Interest Payment Date with respect to which such moneys were originally deposited. E-STL/800MHZ/R-A WARD-DELE NEW 3 23 ARTICLE IV APPLICATION OF BOND PROCEEDS The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2004A Bonds shall be applied by the County in the following manner and order of priority, simultaneously with their delivery to the Underwriters thereof, except to the extent provided otherwise in an officer's certificate or tax compliance certificate executed by the County in connection with the issuance and delivery ofthe Series 2004A Bonds: A. The accrued interest shall be deposited in the Sinking Fund herein created and used for the purpose of paying interest becoming due on the Series 2004A Bonds on April 1, 2005. B. An amount equal to the Reserve Account Requirement shall be deposited into the Reserve Account. C. The sum specified in the Escrow Deposit Agreement shall be deposited into the Escrow Account. D. To the extent not paid or reimbursed therefor by the Underwriter of the Series 2004A Bonds in accordance with the provisions of the Purchase Contract, the County shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2004A Bonds. (End of Article IV) E-STL/800MHZ/R-A WARD-DELE NEW 3 24 ARTICLE V COVENANTS OF THE COUNTY; REMEDIES Section 5.01. Covenants Of The County. So long as any of the Bonds shall be Outstanding, or until (a) there shall have been set apart in the Sinking Fund and accounts therein, a sum sufficient to pay when due, the entire principal amount of the Bonds remaining unpaid, together with the premium, if any, with respect thereto and the interest accrued and to accrue thereon, or (b) provision for payment of the Bonds shall have been made in accordance with the provisions hereof, the County covenants with the Registered Owners ofthe Bonds and any Credit Facility Issuer for the Bonds as follows: (A) Rooks And Records; Annnal Andit The County will keep books and records of the Pledged Revenues, in which complete and correct entries shall be made in accordance with Accounting Principles, of all transactions relating to the Pledged Revenues; any Registered Owner and each Credit Facility Issuer shall have the right at all reasonable times to inspect all books, records, accounts and data of the County relating thereto. The County shall, within one hundred and eighty (180) days after the close of each Fiscal Year (or such other date as shall be specified by State law), cause the books, records and accounts of the County for such preceding Fiscal Year to be properly audited by the Independent Certified Public Accountants, and the County shall mail upon written request, and make available generally, the audit report, or a reasonable summary thereof, to any Registered Owner and the Credit Facility Issuer. (B) Maintenance Of Additional Revennes. The County will take all necessary actions to enforce the obligation of the Public Agencies to make the required payments under the Interlocal Agreements. (C) Issnance Of Other Ohlirations Payahle Ont Of Pledrec1 Revennes The County will not issue any other obligations, except the Series 2004A Bonds under the conditions and in the manner provided herein, payable from the Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Series 2004A Bonds and the interest thereon, upon the Pledged Revenues. Any other obligations secured by a lien upon and pledge of the Pledged Revenues and issued by the County, in addition to the Series 2004A Bonds or Additional Parity Bonds provided for in the following subsection, shall contain an express statement that such obligations are junior, inferior, and subordinate in all respects to the Series 2004A Bonds and any such Additional Parity Bonds as to lien on and source and security for payment from the Pledged Revenues, and in all other respects. E-STL/800MHZ/R-A WARD-DELE NEW 3 25 (D) Issnance of Additional Parity Ronds. No Additional Parity Bonds shall be issued after the issuance of any Bonds pursuant to this Resolution, except upon the following tenns and conditions: Additional Parity Bonds payable from the Pledged Revenues may be issued by the County only if (1) the Radio System Fines and Additional Revenues received by the County in the Fiscal Year immediately preceding the issuance of the Additional Parity Bonds, as evidenced by the written certificate of the Finance Director, shall have been at least equal to One Hundred Fifty percent (150%) of the Maximum Annual Debt Service Requirement in the Fiscal Years through and including the Fiscal Year in which the Expiration Date occurs on (a) the Series 2004A Bonds issued pursuant to this Resolution then outstanding, (b) any Additional Parity Bonds theretofore issued and then outstanding, and (c) the Additional Parity Bonds proposed to be issued, and (2) the Radio System Fines received by the County in the Fiscal Year immediately preceding the date of issuance of the Additional Parity Bonds shall have been equal to at least 150% of the Maximum Annual Debt Service in the Fiscal Years subsequent to the Fiscal Year in which the Expiration Date occurs on the (a) the Series 2004A Bonds issued pursuant to this Resolution then outstanding, (b) any Additional Parity Bonds theretofore issued and then outstanding, and (c) the Additional Parity Bonds proposed to be issued; provided, that the County shall not be required to comply with the foregoing test with respect to any Additional Parity Bonds issued for the purpose of refunding Outstanding Bonds where such refunding does not result in any increase in (i) the aggregate Debt Service Requirement with respect to the Bonds being refunded and (ii) the Maximum Annual Debt Service Requirement for the Bonds, in each case, either before or after the Fiscal Year in which the Expiration Date occurs. No Additional Parity Bonds, shall be issued at any time, however, unless all of the payments into the respective funds and accounts provided for in this Resolution on Bonds then outstanding, and all other Sinking Fund, Reserve Account or other payments provided for in this Resolution, shall have been made in full to the date of issuance of said Additional Parity Bonds, and the County shall be in substantial compliance with all of the covenants, agreements and tenns of this Resolution. Such Additional Parity Bonds shall be deemed to have been issued pursuant to the Bond Resolution the same as the Series 2004A Bonds originally authorized and issued pursuant to this Resolution, and all of the covenants and other provisions of this Resolution (except as to details of such Additional Parity Bonds inconsistent herewith), shall be for the equal benefit, protection and security of the Registered Owners of the Series 2004A Bonds originally authorized and issued pursuant to this Resolution and the Registered Owners of any Additional Parity Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with this Resolution. All of such Additional Parity Bonds, regardless of the time or times of their issuance, shall rank equally with other Bonds with respect to their lien on and source and security for payment from the applicable Pledged Revenues without preference of any Bond over any other. (F) Tax Compliance. The County covenants that it will use, and will restrict the use and investment of, the proceeds of the Bonds in such manner and to such extent as may be necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under Section 141, 148 or 149 of the Code or (ii) be treated other than as bonds to which Section l03(a) of E-STL/800MHZ/R-A WARD-DELE NEW 3 26 · the Code applies, and (b) the interest thereon will not be treated as a preference item under Section 57 of the Code. The County further covenants (a) that it will take or cause to be taken such actions that may be required of it for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes, (b) that it will not take or authorize to be taken any actions that would adversely affect that exclusion, and (c) that it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Bonds to the governmental purposes of the borrowing, (ii) restrict the yield on investment property, (iii) make timely and adequate payments to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of those proceeds and, as applicable, of property financed with such proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code. The Chainnan of the Board or the County Administrator, or any other officer having responsibility for the issuance of the Series 2004A Bonds will give an appropriate certificate of the County for inclusion in the transcript of proceedings, setting forth the reasonable expectations of the County regarding the amount and use of all the proceeds of the Series 2004A Bonds, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of interest thereon. Each such officer is further authorized to make or effect any election, selection, choice, consent, approval, or waiver on behalf of the County with respect to the Series 2004A Bonds as the County is pennitted or required to make or give under the federal income tax laws, for the purposes of assuring, enhancing or protecting favorable tax treatment or characterization of the Series 2004A Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as detennined by such officer. Any such action of such officer will be in writing and signed by the officer. The County (a) will take or cause to be taken such accounts which may be required of it for the interest on the Series 2004A Bonds to be and remain excluded from gross income for federal income tax purposes, and (b) will not take or pennit to be taken any actions which would adversely affect that exclusion, and that it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Series 2004A Bonds to the governmental purpose of the borrowing, (ii) restrict the yield on investment property acquired with those proceeds, (iii) make timely rebate or penalty payments, if any, to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code. The Chainnan, the County Administrator and other appropriate officers are hereby authorized and directed to take any and all actions, make calculations and rebate or penalty payments, and make or give reports and certifications, as may be appropriate to assure such exclusion of that interest. E-STL/800MHZ/R-A WARD-DELE NEW 3 27 (G) Payment Of Ronòs. The County will pay the principal of, premium, if any, and interest on the Bonds when due. (H) Creòit Facility Reqnirements for Series 2004A Ronòs The County will comply (or cause those acting as its agents to comply) with the obligations to the Credit Facility Issuer for the Series 2004A Bonds, as set forth on Exhibit H hereto. Section 5.02. Events Of Default. It shall be an event of default under this resolution if the County shall: (1) fail to deposit with the Paying Agent on the due date thereof sufficient funds to pay the Debt Service Requirement when due; (2) fail to deposit or pay within ten (10) days after the due date thereof any other required deposit or payment under this resolution pursuant to Section 3.03C(1) through (5) hereof; (3) fail to comply in any material respect with any other covenant made in this resolution, if (a) such failure shall continue for more than thirty (30) days following notice of such failure to the County or (b) the County shall not within thirty (30) days of receipt of such notice have initiated steps to cure such default and thereafter have proceeded diligently to cure such default; provided however that the Credit Facility Issuer may waive any such defect if compliance shall be detennined to be impossible of perfonnance; or (4) there shall occur the filing by the County of a voluntary petItIOn in bankruptcy, or the commission by the County of any act of bankruptcy, or the adjudication of the County as a bankrupt, or the assignment by the County for the benefit of its creditors, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any proceeding for its reorganization, instituted under the provisions of the Federal Bankruptcy Act, as amended, or any similar act in any jurisdiction which may now be in effect or hereafter amended. Section 5.03. Remedies. Any Registered Owner, any Credit Facility Issuer, or any trustee acting for Registered Owners, in the manner hereinafter provided, may, either at law or in equity, by suit, action, mandamus, or other proceedings, in any court of competent jurisdiction, protect and enforce any and all rights, either under the laws of the State of Florida or granted and contained in this resolution and may enforce and compel the perfonnance of all duties required by this resolution or by any applicable statutes to be perfonned either by the County or by any officer thereof, including the receipt and application of the Pledged Revenues and the taking of any and all actions necessary to entitle the County to receive the Pledged Revenues The foregoing provisions notwithstanding, so long as it is not in default under the Policy, the Bond Insurer, (a) acting alone, shall have the right to direct all remedies in an Event of Default; (b) shall be recognized as the Registered Owner of each Bond which it insures for purposes of exercising all rights and privileges available to bondholders, (c) shall have the right to institute any suit, action, or proceeding at law or in equity under the same tenns as a bondholder under this E-STL/800MHZ/R-A WARD-DELE NEW 3 28 resolution, and (d) must give its prior consent before any acceleration of principal on Bonds may be declared. If an event of default shall occur, and in the further event that any such default shall continue for a period of thirty (30) days after the giving of notice thereof to the County, the Registered Owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding, or any trustee appointed to represent Registered Owners as hereinafter provided, shall be entitled as of right to the appointment of a receiver of the Pledged Revenues in an appropriate judicial proceeding in a court of competent jurisdiction, whether or not such Registered Owners or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection with Bonds. The receiver so appointed shall forthwith, directly or by his agents and attorneys, take possession of the various funds and accounts established hereunder, and shall hold, manage and control such funds and accounts, and in the name of the County shall exercise all the rights and powers of the County with respect to such funds and accounts as the County itself might do. Such receiver shall collect and receive all Pledged Revenues and maintain and apply the funds and accounts established by this resolution in the manner provided herein, and comply, under the jurisdiction of the court appointing such receiver, with all of the provisions of this resolution. Whenever all principal that is due upon the Bonds, together with interest thereon, and all payments required under any covenants of this resolution for reserve, sinking funds, or other funds, and all principal upon any other obligations, together with interest thereon, having a charge, lien or encumbrance upon the Pledged Revenues, shall have been paid and made good, and all defaults under the provisions of this resolution shall have been cured and made good, possession of the funds and accounts created hereby shall be surrendered to the County upon the entry of an order of the court to that effect. Upon any subsequent default, any Registered Owner, or any trustee appointed for Registered Owners as hereinafter provided, shall have the right to secure the further appointment of a receiver upon any such subsequent default. Such receiver shall, in the perfonnance of the powers hereinabove conferred upon him, be under the direction and supervision of the court making such appointment, shall at all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and apply the funds and accounts established hereunder in the name of the County, any Credit Facility Issuer for the Bonds, and the Registered Owner of the Bonds issued pursuant to this resolution as their interests shall appear. Such receiver shall have no power to sell, assign, mortgage, or otherwise dispose of any assets of any kind or character belonging or pertaining to the County, but the authority of such receiver shall be limited to the possession, and control, including the disbursement of moneys from, the funds and E-STL/800MHZ/R-A WARD-DELE NEW 3 29 .' accounts established hereby, for the sole purpose of the protection ofthe County, any Credit Facility Issuer and the Registered Owners as their interests shall appear. The Registered Owners of Bonds in an aggregate principal amount of not less than twenty-five per centum (25%) of Bonds then Outstanding may, by a duly executed certificate in writing, appoint a trustee for Registered Owners with authority to represent such Registered Owners in any legal proceedings for the enforcement and protection of the rights of such Registered Owners. Such certificate shall be executed by such Registered Owners or their duly authorized attorneys or representatives, and shall be filed in the office ofthe County Clerk and with the Mayor. (End of Article V) E-STL/800MHZ/R-A WARD-DELE NEW 3 30 o ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Sale Of Series 2004A Bonds; Delegation Of Authority To Execute Purchase Contract; Conditions To Exercise Of Authority. Based on the nature of the financing and the prevailing market conditions, the Board, in compliance with Section 218.385(1)(a), Florida Statutes, hereby finds, detennines and declares that it is in the best interest of the County to sell the Series 2004A Bonds at negotiated sale to the Underwriter, pursuant to the provisions of the Purchase Contract, provided the tenns thereof are consistent with the provisions of the Act and the laws of the State of Florida and the requirements of this resolution. The appointment of SunTrust Capital Markets, Inc., Orlando, Florida, as Underwriter for the Series 2004A Bonds is hereby ratified and confinned. The County Administrator is hereby, subject to the conditions set forth on Exhibit B hereto, authorized and empowered to execute the Purchase Contract on behalf of the County and to deliver an executed copy thereof to the Underwriter. This delegation of authority is expressly made subject to certain conditions set forth on Exhibit B hereto, the failure of any of which shall render the Purchase Contract voidable at the option ofthe County. Section 6.02. Credit Facility. The acceptance of the Commitment is hereby ratified and confinned. There shall be printed on each Series 2004A Bond a statement to the effect that payment of the principal of and interest on the Series 2004A Bonds is insured by the Bond Insurer under the Policy, and the proper officers of the County are hereby authorized and directed to payor cause to be paid the premium stated in the Commitment upon the delivery of the Policy. Section 6.03. Notices To Credit Facility Issuer; Credit Facility Issuer Deemed Sole Bondowner And A Party In Interest. Whenever a Credit Facility Issuer shall be providing a Credit Facility with respect to any Bonds issued hereunder, such Credit Facility Issuer shall be entitled to receive and shall be provided by certified mail all notices and reports which are required herein to be prepared and to be sent or made available to Registered Owners of such Bonds and a full transcript of any proceedings relating to the execution of any supplemental resolution hereto. Notices to the Bond Insurer for the Series 2004A Bonds shall be sent to the address specified in the Commitment. Notwithstanding any other provisions of this resolution to the contrary, the Credit Facility Issuer, so long as it is not in default under the Policy, shall be deemed to be the sole Registered Owner of all Bonds insured by it for purposes of exercising rights, consents or remedies granted under this resolution. For any amendment or modification of this resolution for which a Credit Facility Issuer shall consent in replacement of the Registered Owners, notice of such amendment or modification along with a copy of such supplemental resolution shall be sent to Standard & Poor's Corporation at least 20 days prior to the adoption of such amendment or modification. Any provision of this resolution to the contrary notwithstanding, if under any provision hereof any action is to be taken only with the consent or approval of a Credit Facility Issuer, and if at E-STL/800MHZ/R-A WARD-DELE NEW 3 31 · , the time such consent or approval would otherwise be called for such Credit Facility Issuer is not in compliance with its payment obligations of or is contesting its obligations under its Credit Facility, then the rights of such Credit Facility Issuer to any consent or approval hereunder shall be suspended while any such noncompliance or contest is ongoing. Except as expressly provided herein to the contrary, neither the County nor the Paying Agent shall take the Credit Facility into effect in detennining whether the rights of Registered Owners are adversely affected by actions taken pursuant to the tenns and provisions of the Bond Resolution. The Credit Facility Issuer shall be included as a party in interest and as a party entitled to notify the Paying Agent or any trustee or the County to intervene in judicial proceedings that affect the Bonds or the security therefor. Any trustee, the Paying Agent and the County shall be required to accept notice of default from the Credit Facility Issuer. Section 6.04. Bond Registrar And Paying Agent And Agreement Therefor; And Escrow Deposit Agreement. Wachovia Bank, N.A., Miami, Florida (the "Bank"), is hereby designated Bond Registrar and Paying Agent for the Series 2004A Bonds and Escrow Holder for the benefit of the holders of the Refunded Bonds. The Chainnan and Clerk are hereby authorized to execute a Paying Agent and Registrar Agreement and an Escrow Deposit Agreement both between the County and such Bank and in a fonn to be approved by the County Attorney and Bond Counsel, upon delivery ofthe Series 2004A Bonds. Section 6.05. Authorization For Execution Of Series 2004A Bonds And Of Additional Documents And Certificates In Connection With The Delivery Thereof; Approval Of The Necessary Action; Approval Of Preliminary And Final Official Statements. The Chainnan, County Administrator, Finance Director and Clerk, on the advice of the Financial Advisor, County Attorney and Bond Counsel, are hereby authorized and empowered, collectively and individually, to take all action and steps and to execute and deliver, on behalf of the County, and in their official capacities, the Series 2004A Bonds, and any and all instruments, documents, or certificates, including temporary Series 2004A Bonds, if necessary, a Tax Compliance Certificate, and a Continuing Disclosure Certificate, which are necessary or desirable in connection with the issuance and delivery ofthe Series 2004A Bonds. The County further approves the fonn of Preliminary Official Statement dated October 22, 2004 (the "Preliminary Official Statement") (except for pennitted omissions), and the prior distribution and use of that Preliminary Official Statement by the Purchaser in connection with the offering for sale of the Series 2004A Bonds. The proper officers of the County and each of them are authorized and directed, on behalf of the County, in their official capacities, to complete the Preliminary Official Statement, with such modifications, changes and supplements as those officers shall approve or authorize for purposes of preparing and detennining, and to certify and otherwise represent, that the Preliminary Official Statement as so completed (the "Official Statement") is "final" for purposes ofSEC Rule 15c2-12(b)(3) and (4). Those officers and each of them are also authorized to sign and deliver on behalf of the County, in their official capacities, the final Official Statement and such certificates in connection with the accuracy of the final Official Statement and any amendment thereto as may, in their judgment, be necessary or appropriate, to the Purchaser. E-STL/800MHZ/R-A WARD-DELE NEW 3 32 The distribution and use of the final Official Statement by the Purchaser in connection with the original issuance of the Series 2004A Bonds is further approved. The approval of various documents and certificates hereby is hereby declared to be of such documents in substantially the fonn attached hereto as exhibits or as subsequently prepared, upon the advice of the County Attorney and Bond Counsel, with such insertions, deletions, and variations thereto as shall be approved by the officers executing such documents and certificates on behalf of the County, and in their official capacities, upon the advice of the County Attorney and Bond Counsel, such officers' approval thereof to be presumed by their execution. Section 6.06. Continuing Disclosure. The County hereby covenants and agrees that, in order to assist the Underwriter in complying with the Continuing Disclosure Rule with respect to the Series 2004A Bonds, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the County prior to the time the County delivers the Series 2004A Bonds to the Underwriter, as it may be amended from time to time in accordance with the tenns thereof. Notwithstanding any other provision of this resolution, failure of the County to comply with such Continuing Disclosure Certificate shall not be considered an event of default hereunder. However, the Continuing Disclosure Certificate shall be enforceable by the Series 2004A Bondholders in the event that the County fails to cure a breach thereunder within a reasonable time after written notice from a Series 2004A Bondholder to the County that a breach exists. Any rights of the Series 2004A Bondholders to enforce the provisions of the covenant shall be on behalf of all Series 2004A Bondholders and shall be limited to a right to obtain specified perfonnance ofthe County's obligations thereunder. Section 6.07. Redemption Of Refunded Bonds. The Refunded Bonds are hereby, subject only to the issuance of the Series 2004A Bonds, irrevocably called for redemption on April 1, 2010, at the principal amount thereof plus accrued interest to the date of redemption. The notice of redemption for the Refunded Bonds shall be in substantially the fonn provided in the Escrow Deposit Agreement and shall be given by the Escrow Holder. Section 6.08. Defeasance. Notwithstanding the foregoing provisions of this resolution, if, at any time, the County shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to any Bonds, then, and in that event, the pledge of and lien on the Pledged Revenues in favor of the Registered Owners of such Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of noncallable Defeasance Obligations in irrevocable trust with a banking institution or trust company, for the sole benefit of the Registered Owners of such Bonds, in respect to which such Defeasance Obligations, the principal and interest received will be sufficient, without reinvestment, in the opinion of a Verification Agent to make timely payment of the principal of, interest, and redemption premiums, if any, on such outstanding Bonds designated to be defeased, and receipt of an opinion of Bond Counsel to the effect that such deposit (1) satisfies the requirements of the Bond Resolution for a defeasance and (2) has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the Refunded Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the County to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the E-STL/800MHZ/R-A WARD-DELE NEW 3 33 discretion of the County in detennining whether to exercise any such option for early redemption. Notwithstanding the foregoing, (a) amounts paid by a Credit Facility Issuer shall not be deemed paid for the purposes of this Section and shall remain due and owing hereunder until paid in accordance with the Bond Resolution; and (b) no defeasance shall be deemed to occur hereunder with respect to the County's obligation to pay Reserve Account Credit Facility Costs as long as any such costs are due and owing under the Guaranty Agreement. The Bond Insurer for the Series 2004A Bonds shall be provided at least fifteen (15) days' advance notice of any advance refunding of the Series 2004A Bonds. Section 6.09. No Recourse. No recourse shall be had for the payment of the principal of, premium, if any, and interest on the Bonds, or for any claim based thereon or on this resolution, against any present or fonner member or officer of the Board or any person executing the Bonds. Section 6.10. Modification Or Amendment. (A) No material modification or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto, adverse to the interests of the Registered Owners, may be made without the consent in writing of the Registered Owners of fifty-one percent (51 %) or more in principal amount of the Bonds then Outstanding. (B) The County, from time to time and at any time and without the consent or concurrence of any Registered Owners of any Bonds, may adopt a resolution amendatory hereof or supplemental hereto, if the provisions of such supplemental resolution shall not adversely affect the rights of the Registered Owners of the Bonds then outstanding, for anyone or more of the following purposes: (1 ) to make any changes or corrections in this resolution which the County shall have been advised by counsel are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or omission or mistake or manifest error contained herein, or to insert in this resolution such provisions clarifying matters or questions arising hereunder as are necessary or desirable; (2) to add additional covenants and agreements of the County for the purpose of further securing the payment of the Bonds; (3) to surrender any right, power or privilege reserved to or conferred upon the County by the tenns hereof; (4) to confinn by further assurance any lien, pledge or charge created or to be created by the provisions hereof; (5) to grant to or confer upon the Registered Owners any additional right, remedies, powers, authority or security that lawfully may be granted to or conferred upon them; (6) to assure compliance with the Code; E-STL/800MHZ/R-A WARD-DELE NEW 3 34 " (7) to provide such changes which, in the opinion of the County, based upon such certificates and opinions of Independent Certified Public Accountant, Bond Counsel, financial advisors or other appropriate advisors as the County may deem necessary or appropriate, will not materially adversely affect the security of the Registered Owners, including, but not limited to, such changes as may be necessary in order to adjust the tenns hereof so as to facilitate the issuance of other types of obligations, including, but not limited to, bonds, notes, certificates, warrants or other evidences of indebtedness, which are Subordinated Debt; (8) to modify any of the provisions of this resolution in any other respects, provided that such modification shall not be effective (a) with respect to the Bonds outstanding at the time such amendatory or supplemental resolution is adopted or (b) shall not be effective (i) until the Bonds Outstanding at the time such amendatory or supplemental resolution is adopted shall cease to be Outstanding, or (ii) until the Registered Owners thereof consent thereto. (C) The foregoing provisions of (A) and (B) notwithstanding, (1) no consent of any Registered Owners shall be required with respect to modification or amendment as to which modification or amendment the Credit Facility Issuer has provided its prior written consent and (2) no modification or amendment pursuant to paragraph (A) above shall be effective without the prior written consent to such modification or amendment of the Credit Facility Issuer, and (3) no modification or amendment shall (x) pennit a change in the maturity of such Bonds, a reduction in the rate of interest thereon, a reduction in the amount of the principal obligation represented thereby or a reduction in the redemption premium required to be paid in connection with any optional redemption thereof; or (y) either affect the unconditional promise of the County to pay the principal of and interest on the Bonds, as the same shall become due, from the Pledged Revenues, or reduce the percentage of Registered Owners of Bonds above required to consent to such material modifications or amendments, in either case (x or y) without the consent of the Registered Owners of all such Bonds. A notice and a copy of any amendment or modification shall be sent to the Credit Facility Issuer and to each Rating Agency at least 20 days prior to the execution or adoption thereof. Section 6.11. Severability Of Invalid Provisions. If anyone or more of the covenants, agreements or provisions of this resolution should be held to be contrary to any express provision of law or to be contrary to the policy of express law, though not expressly prohibited, or to be against public policy, or should for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all the other provisions of this resolution or ofthe Bonds. Section 6.12. Repealing Clause. All resolutions of the County, or parts thereof, in conflict with the provisions of this resolution are to the extent of such conflict, hereby superseded and repealed. E-STL/800MHZ/R-A WARD-DELE NEW 3 35 Section 6.13. Effective Date. This resolution shall take effect immediately upon its adoption. Passed and Adopted this 26th day of October 2004, at a regular meeting duly called and held. ST. LUCIE COUNTY, FLORIDA (SEAL) By: yLt~ ~'1i2 Chainnan of the oard 1 COlmty Commissioners ATTEST: C / c By'/' / ?- E , C erk of the Circuþ< Clerk of the Board- , /~---- ¿ .'ëç¿-Â '--) E-STL/800MHZ/R-AWARD-DELE NEW 3 36 EXHIBIT A FORM OF BOND No. $ UNITED STATES OF AMERICA STATE OF FLORIDA ST. LUCIE COUNTY PUBLIC IMPROVEMENT REFUNDING REVENUE BOND SERIES 2004A (800 MHz Emergency Radio System) % MATIJRITY DATE April 1, DA TE OF ISSTJE (:1 JSIP RATE OF INTEREST REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above, the principal sum shown above, upon presentation and surrender hereof at the corporate trust office of Wachovia Bank, N.A., Miami, Florida, as Bond Registrar and Paying Agent, and to pay solely from such funds, interest thereon from the date of this Bond or from the most recent Interest Payment Date to which interest has been paid, whichever is applicable, at the rate per annum set forth above such interest to the maturity or prior redemption hereof being payable on April 1, 2005, and semiannually thereafter on October 1 and April 1 of each year by check or draft mailed to the Registered Owner at his address as it appears, at 5:00 P.M. Eastern Time on the fifteenth day of the month preceding the applicable interest payment date, on the registration books of the County kept by the Bond Registrar; provided, that for any Registered Owner of One Million Dollars ($1,000,000) or more in principal amount of Bonds, such payment shall, at the written request of such Registered Owner be by wire transfer or other medium acceptable to the County and to such Registered Owner. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond is payable from and secured solely by a lien upon and pledge of (i) the Radio System Finds, (ii) the Additional Revenues, (iii) the moneys and Authorized Investments on deposit in the Funds and Accounts, and (iv) the Investment Earnings (collectively, the "Pledged Revenues"), all as defined and provided in Resolution No.04-309 adopted by the Board of County Commissioners (the "Board) of the County on October 26, 2004 (the "Bond Resolution"). This Bond does not constitute a general obligation or indebtedness of the County, and it is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County, or the taxation of any property of or in the County, for the payment of the principal of and interest on this Bond or for the making of any sinking fund, reserve or other payments provided for in said Bond Resolution. This Bond is one of an authorized issue of Bonds, originally issued in the aggregate principal amount of$ , of like date, tenor and effect, except as to number, interest rate, and date of maturity, issued to finance (a) the refunding of the County's outstanding Public Improvement Revenue Bonds, Series 2000A (800 MHz Radio System), dated April 1, 2000, (b) the funding of a Reserve Account for the Series 2004A Bonds, and (c) payment of the costs of issuance of the Series 2004A Bonds, all under the authority of and in full compliance with Chapter 166, Florida Statutes, and other applicable provisions of law, and the Bond Resolution, and is subject to all the tenns and conditions of the Bond Resolution. Capitalized tenns used herein shall have the meaning specified in the Bond Resolution. The County has entered into certain covenants with the Registered Owners of the Bonds of this issue for the tenns of which reference is made to the Bond Resolution. In particular, the County has reserved the right to issue additional obligations payable from and secured by a lien upon and pledge of the Pledged Revenues on a parity with the Bonds of this issue and series, upon compliance with certain conditions set forth in the Bond Resolution. The County has also reserved the right to defease the lien of the Bonds of this issue upon the Pledged Revenues upon making provision for payment of the Bonds as provided in the Bond Resolution. [Insert Redemption Provisions] Notice of such redemption shall be given in the manner provided in the Bond Resolution. This Bond is and has all the qualities and incidents of a negotiable instrument under the Unifonn Commercial Code-Investment Securities Laws of the State of Florida, and the Registered Owner and each successive Registered Owner of this Bond, shall be conclusively deemed by his acceptance hereof to have agreed that this Bond shall be and have all the qualities and incidents of negotiable instruments under the laws ofthe State of Florida. It is further agreed between the County and the Registered Owner of this Bond, that this Bond and the obligation evidenced hereby shall not constitute a lien any property of or in the County, but shall constitute a lien only on the Pledged Revenues, in the manner provided in the Bond Resolution. 2 It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be perfonned precedent to and in the issuance of this Bond, exist, have happened and have been perfonned in regular and due fonn and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar. 3 IN WITNESS WHEREOF, St. Lucie County, Florida has issued this Bond and has caused the same to be executed by the Chainnan or Vice Chainnan of the Board, either manually or with his facsimile signature, and the corporate seal of the County or Board, or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and the foregoing attested by the manual or facsimile signature ofthe Clerk or Deputy Clerk, all as ofthe Date ofIssue above. (SEAL) ST. LUCIE COUNTY, FLORIDA By: 4.&/ d~- Chainnan ATTEST: ~:y4(~'¿f~~ ~ lerk .. BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Bond Resolution. W ACHOVIA BANK, N.A. As Bond Registrar By Authorized Signature Date of Authentication: 4 STATEMENT OF INSURANCE 5 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 - TEN ENT - JT TEN - as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not of tenants in common UNIF GIF MIN ACT- (Cust. ) Custodian for (Minor) Additional abbreviations may also be used although not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (Please insert Social Security or other Identifying Number of Assignee) the within Bond and does hereby irrevocably constitute and appoint the Bond Trustee as his agent to transfer the Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within note in every particular, without alteration or enlargement or change whatever. NOTICE: Signature must be guaranteed by in institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. (Authorized Officer) 6 ., EXHIBIT B CONDITIONS OF AWARD The conditions to exercise ofthe authority to execute the Purchase Contract are as follows: (A) The Purchase Contract shall be executed on or before December 1,2004. (B) The Purchase Contract shall be executed by and on behalf of the County by the County Administrator in substantially the fonn approved by the County Administrator upon the advice of Bond Counsel and the County Attorney, the execution of the Purchase Contract for and on behalf of the County by the County Administrator being conclusive evidence of the approval thereof. (C) The aggregate principal amount (without regard to any original issue discount or premium) ofthe Series 2004A Bonds to be sold shall not exceed $8,500,000. (D) The purchase price for the Series 2004A Bonds shall be equal to not less than 99% of the aggregate principal amount of the Series 2004A Bonds (without regard to original issue discount or premium), plus accrued interest from their dated date to their date of delivery. (E) The true interest cost rate on the Series 2004A Bonds shall not exceed 4.5% per annum. (F) The County shall have received a disclosure statement from the Underwriter, setting forth the infonnation required by Section 218.385, Florida Statutes, as amended. B-1 " EXHIBIT C COMMITMENT C-l · EXHIBIT D PRELIMINARY OFFICIAL STATEMENT D-l .. EXHIBIT E BOND PURCHASE CONTRACT E-l EXHIBIT F ESCROW DEPOSIT AGREEMENT F-l · EXHIBIT G BOND REGISTRAR AND PAYING AGENT AGREEMENT G-l EXHIBIT H COVENANTS FOR BENEFIT OF BOND INSURER In consideration of the issuance by the Bond Insurer of the Bond Insurance Policy, the County, in addition to the covenants contained otherwise in the Resolution, hereby covenants and agrees as follows: A. Notices Any notices required to be sent under the Commitments, the Bond Insurance Policy, or the Reserve Account Insurance Policy will be sent by registered or certified mail to: MBIA Insurance Corporation, 113 King Street, Annonk, N.Y. 10504, Attention: Insured Portfolio Management, with a copy to Attention: Surveillance. In particular, (1) the Bond Insurer will be provided with (a) notice of (i) any amendments to the Resolution, (b) at least 15 days' advance notice of any proposed defeasance of the Series 2004A Bonds, (c) an opinion of Bond Counsel in connection with any defeasance to the effect that the escrow agreement entered into in connection with such defeasance complies with the requirements of the Resolution and effectively defeases the lien of the refunded bonds on the Pledged Revenues, and (d) copies of the Official Statements for any Additional Parity Bonds, and (2) S&P will be provided with copies of any amendments to the Resolution. B. Ronò Reristrar anò Payinr Arent Any Paying Agent, Bond Registrar or Fiduciary shall be a commercial bank with trust powers. C. Rights in Event of Defalllt; Payments 1 Jnòer Ronò Insurance Policy anò/or Reserve AccOlmt Insurance Policy The Bond Insurer, to the extent that it makes payments of principal and interest on the Series 2004A Bonds, (1) will be subrogated to the rights of the Holders of the Bonds with respect to the right to receive such principal and interest payments in accordance with the tenns of the Resolution, and the County will pay such principal and interest to the Bond Insurer; and (2) shall have the right to direct all proceedings for the enforcement of remedies under the Resolution. In addition, the County will reimburse the Bond Insurer immediately and unconditionally upon demand for (1) all reasonable expenses, including attorneys' fees and expenses, incurred by the Bond Insurer in connection with (a) the enforcement of the Bond Insurer's rights and the County's obligations under the Series 2004A Bonds, the Resolution, and any other document executed in connection with the issuance of the Series 2004A Bonds, including the Reserve Account Reimbursement Agreement, and (b) the giving of any consent, amendment, waiver, or other action with respect to the Resolution, and (2) interest on such expenses from the date incurred to the date of payment at Citibank's Prime Rate plus three percent (3%). The Bond Insurer shall have a lien upon the Pledged Revenues to secure such payment, subordinate only to the lien of the holders of the Bonds. D. QlIalifieò Reserve AccOlmt Insurance Policy; Reserve Accollnt The County may only deposit into the Reserve Account as a Reserve Account Insurance Policy a "qualified surety bond", which is hereby defined to mean a Reserve Account Insurance Policy issued by an H-l insurance company rated in the highest rating category by S&P and Moody's and, if rated by AM Best & Company, in their highest rating category. In case any draw on the Reserve Account is required, the County will withdraw cash on deposit in the Reserve Account prior to making a claim on a Reserve Account Insurance Policy. In the event that the Reserve Account contains more than one Reserve Account Insurance Policy, draws on the individual Reserve Account Insurance Policies will be pro rata based on the amounts to be drawn with respect to each Series to which a particular Reserve Account Insurance Policy relates. The County will instruct the Paying Agent to make a demand for payment under the Reserve Account Insurance Policy at least three (3) business days prior to the date that payment is required under the tenns of the Resolution. In connection with the issuance of any Additional Parity Bonds, the County will increase the deposit in the Reserve Account to the Reserve Account Requirement existing after the issuance of such Additional Parity Bonds. E. Limit on Optional Reòemption The County will not exercise any right to optional redemption of Series 2004A Bonds at any time while there are outstanding and unpaid any amounts due under a Reserve Account Reimbursement Agreement. F. Payments 1 Jnòer the Policy/Other Reqllireò Provisions. 1. In the event that, on the second Business Day, and again on the Business Day, prior to the payment date on the Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second following or following, as the case may be, Business Day, the Paying Agent shall immediately notify the Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. 2. If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Bond Insurer or its designee. 3. In addition, if the Paying Agent has notice that any Bondholder has been required to disgorge payments of principal or interest on the Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. 4. The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attomey-in-fact for Holders of the Bonds as follows: a. If and to the extent there is a deficiency in amounts required to pay interest on the Bonds, the Paying Agent shall (a) execute and deliver to U.S. Bank Trust National Association, or its successors under the Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such Holders in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (b) receive as designee of the respective H-2 Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Holders; and b. If and to the extent of a deficiency in amounts required to pay principal of the Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instnunent appointing the Bond Insurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Holders. 5. Payments with respect to claims for interest on and principal of the Bonds disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligations of the Issuer with respect to such Bonds, and the Bond Insurer shall become the owner of such unpaid Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. 6. Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent hereby agree for the benefit of the Bond Insurer that: a. They recognize that to the extent the Bond Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Bonds, the Bond Insurer will be subrogated to the rights of such Holders to receive the amount of such principal and interest from the County, with interest thereon as provided and solely from the sources stated in the Resolution and the Bonds; and b. They will accordingly pay to the Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in the Resolution and the Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Bonds to Holders, and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest. 7. In connection with the issuance of Additional Parity Bonds, the County shall deliver to the Bond Insurer a copy of the disclosure document, if any, circulated with respect to such Additional Parity Bonds. 8. Copies of any amendments made to the documents executed in connection with the issuance of the Bonds which are consented to by the Bond Insurer shall be sent to Standard & Poor's Corporation. H-3 , , . 9. The Bond Insurer shall receive notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto. 10. The Bond Insurer shall receive copies of all notices required to be delivered to Bondholders and, on an annual basis, copies of the County's audited financial statements and Annual Budget. 11. The County agrees not to use MBIA's name in any public document including, without limitation, a press release or presentation, announcement or forum without MBIA's prior consent. In the event that the County is advised by counsel that it has a legal obligation to disclose MBIA's name in any press release, public announcement or other public document, the County shall provide MBIA with at least three (3) business days' prior written notice of its intent to use MBIA's name together with a copy of the proposed use of MBIA's name and of any description of a transaction with MBIA and shall obtain MBIA's prior consent as to the form and substance of the proposed use of MBIA's name and any such . description. 12. The County shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to which Bonds are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of such Bonds without the prior written consent of MBIA. 13. Events of Default. In addition to the Events of Default specified in Section 3.04(F) of the Resolution, it shall constitute an Event of Default if the County institutes bankruptcy proceedings. 14. Pennitted Investments shall be deemed to include only the following investments: A. Direct obligations of the United States of America (including obligations issued or held in book-entry fonn on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only pennitted if they have been stripped by the agency itself): 1. IT S Export-Import Rank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Rome Administration (FrnHA) Certificates of beneficial ownership 3. Federal Financing Rank 4. Federal Rominr Administration DehentllTes (FHA) 5. General Services Administration H-4 .. , . Participation certificates 6. Government National Mortrare Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (not acceptahle for certain cash-flow sensitive isslles ) 7. IT S Maritime Administration Guaranteed Title XI financing 8. IT S Department of HOllsinr and ITrhan Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only pennitted if they have been stripped by the agency itself): 1. Federal Home Loan Rank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac") Participation Certificates Senior debt obligations 3. Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations 4. Stlldent I,oan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations 5. Resollltion FlInding Corp. (REF CORP) obligations 6. Farm Credit System Consolidated systemwide bonds and notes D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody's rated Aaa, Aal or Aa2. E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. H-5 · , . F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF. G. Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put Agreements acceptable to MBIA (Investment Agreement criteria is available upon request). H. Commercial paper rated, at the time of purchase, "Prime - I" by Moody's and "A-I" or better by S&P. I. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies. J. Federal funds or bankers acceptances with a maximum tenn of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-I" or "A" or better by S&P. K. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase Agreements which exceed 30 days must be approved by MBIA. Repurchase agreements provide for the transfer of securities from a dealer bank or securities finn (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities finn with an agreement that the dealer bank or securities finn will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. 1. Repos mllst he hetween the mllnicipal entity and a dealer hank or seclIrities firm as follows' a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor's Corporation and Moody's Investor Services, or b. Banks rated "A" or above by Standard & Poor's Corporation and Moody's Investor Services. 2. The written repo contract mllst inclllde the following' a. Securities which are acceptahle for transfer are' (1) Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) b. The term of the repo may he lip to 10 days c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee H-6 J (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. Valllation of Collateral (1) The secmities mllst he va llled weekly, markecl-to-market at current market price plus accrued interest The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security finn under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. 3. Legal opinion mllst he delivered to the COlmty to the effect that the Repo meets guidelines under state law for legal investment of public funds. H-7