HomeMy WebLinkAbout05-120
RESOLUTION NO. 05-120
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUCIE COUNTY, FLORIDA, COMBINING, AMENDING AND RESTATING
IN THEIR ENTIRETY RESOLUTIONS NOS. 92-167, ADOPTED ON JUNE 11,
1992, AS AMENDED, AND RESOLUTION NO. 99-153, ADOPTED JUNE 22,
1999, AND ENTITLED, RESPECTIVELY,
"A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY,
FLORIDA, PROVIDING FOR THE ACQUISITION AND ESTABLISHMENT OF A SEPARATE
WATER AND SEWER SYSTEM ON NORTH HUTCHINSON ISLAND AND THE
CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS THERETO;
PROVIDING FOR THE ISSUANCE OF NORTH HUTCHINSON ISLAND SYSTEM WATER
AND SEWER REVENUE BONDS FROM TIME TO TIME TO FINANCE THE FUNDING AND
REFUNDING OF CAPITAL PROJECTS WITH RESPECT TO SUCH SYSTEM; PROVIDING
FOR THE ISSUANCE OF NOT EXCEEDING $5,205,000 SERIES 1992 BONDS TO FINANCE
THE COST OF ACQUISITION OF THE SYSTEM AND OF THE 1992 PROJECT; PROVIDING
FOR THE PAYMENT THEREFOR; PROVIDING FOR THE RIGHTS, SECURITY, AND
REMEDIES OF THE REGISTERED OWNERS OF SUCH BONDS; FIXING THE INITIAL
SCHEDULE OF RATES, FEES AND CHARGES FOR THE SYSTEM; AND PROVIDING AN
EFFECTIVE DATE."
AND
"A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY,
FLORIDA, PROVIDING FOR THE ACQUISITION AND ESTABLISHMENT OF A SEPARATE
WATER AND SEWER SYSTEM IN THE AREA OF THE COUNTY KNOWN AS HOLIDAY
PINES AND THE CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS
THERETO; PROVIDING FOR THE ISSUANCE OF HOLIDAY PINES WATER AND SEWER
SYSTEM REVENUE BONDS FROM TIME TO TIME TO FINANCE THE FUNDING AND
REFUNDING OF CAPITAL PROJECTS WITH RESPECT TO SUCH SYSTEM; PROVIDING
FOR THE ISSUANCE OF NOT EXCEEDING $6,000,000 SERIES 1999 BONDS TO FINANCE
THE COST OF ACQUISITION OF THE SYSTEM AND OF THE 1999 PROJECT; PROVIDING
FOR THE PAYMENT THEREFOR; PROVIDING FOR THE RIGHTS, SECURITY, AND
REMEDIES OF THE REGISTERED OWNERS OF SUCH BONDS; DELEGATING TO THE
COUNTY ADMINISTRATOR THE AUTHORITY TO AWARD THE SERIES 1999 BONDS AT
NEGOTIATED SALE; AND PROVIDING AN EFFECTIVE DATE."
IN ORDER TO EFFECT THE COMBINATION AND CONSOLIDATION OF
THE NORTH HUTCHINSON WATER AND SEWER SYSTEM AND THE
HOLIDAY PINES WATER AND SEWER SYSTEM; PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLORIDA:
{5000/02/000 I 0866.DOCv3}
ARTICLE I
STATUTORY AUTHORITY, DEFINITIONS, AND FINDINGS
SECTION 1.01. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted
pursuant to the provisions of Chapter 125, Part I, and Chapter 153, Part I, Florida Statutes, County
Ordinance No. 87-77, as amended, and other applicable provisions of law, and Resolution No. 92-
167 of the County, adopted June 11, 1992, as amended and supplemented, and Resolution No. 99-
153, adopted June 22, 1999.
SECTION 1.02. DEFINITIONS. In this resolution:
"Accounting Principles" means generally accepted accounting principles and practices
applicable to governmental entities, including those applicable to governmentally owned and
operated utility systems such as the Utility System.
"Accreted Value" means, with respect to any Series of Capital Appreciation Bonds as of any
date, the amounts representing principal and accrued interest on Capital Appreciation Bonds as of
such date, which shall be determined by reference to the Table of Accreted Values.
"Act" means Chapter 125, Part I, and Chapter 153, Part I, Florida Statutes, County Ordinance
No. 87-77, as amended, and other applicable provisions of law, and Resolution No. 92-167 of the
County, adopted June 11, 1992, as amended and supplemented, and Resolution No. 99-153, adopted
June 22, 1999.
"Additional Parity Bonds" means any obligations or portions thereof of the County that may
be issued pursuant to the terms and conditions of this resolution, which are payable from the
Pledged Revenues on a parity with the Holiday Pines Bonds and the North Hutchinson Bonds,
originally issued under the Holiday Pines Bonds Resolution and the North Hutchinson Bonds
Resolution.
"Airport Utility Facilities" means the water distribution and wastewater collection and
transmission facilities located in the Airport Utility District, as described in the Master Plan.
"Amortization Installment" means, with respect to each maturity of Term Bonds of any
Series, the principal amounts (or Maturity Amounts) of such Term Bonds to be retired in
consecutive years by mandatory redemption from the applicable Bond Amortization Account within
the Sinking Fund; provided, that (i) each such Amortization Installment shall be deemed to be due
on the Interest Payment Date or Principal Maturity Date of each applicable year as is fixed by
resolution of the Board and (ii) the aggregate of such installments for each maturity of Term Bonds
shall equal the aggregate principal amount or, if applicable, the Maturity Amounts at maturity, of
Term Bonds of such maturity delivered on original issuance.
"Authorized Investments" means securities or obligations which are legal investments for
county funds under the provisions of Section 125.31, Florida Statutes, to the extent not inconsistent
with the terms of any Credit Facility or with the formal investment policy of the County.
"Board" means the Board of County Commissioners, as the governing body of the County.
{5000/02/000 I 0866.DOCv 3 }
10866/5000.02
2
"Bond Counsel" means a firm of attorneys nationally recognized in the field of municipal
finance law selected by the County whose opinions are generally accepted by underwriters and
other purchasers of obligations issued by state and local governments.
"Bond Register" means the books kept and maintained by the Registrar for the registration
and transfer of Bonds pursuant to Article II hereof.
"Bond Registrar" means the keeper of the Register for the applicable Series, designated by
the County and to serve as paying agent for purposes of making payments of principal of and
interest on the Bonds to the Registered Owners.
"Bond Year" means each twelve-month period beginning the day after a Principal Maturity
Date.
"Bonds" means the North Hutchinson Bonds, the Holiday Pines Bonds and any Additional
Parity Bonds issued pursuant to the terms and conditions of this resolution.
"Book-Entry Form" or "Book-Entry System" means a form 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 of the year on which 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 on
which the Paying Agent and any Credit Facility Issuer and the New York Stock Exchange, Inc., are
open for business.
"Capital Appreciation Bonds" means Bonds, the interest on which shall be (i) compounded
on a periodic basis, (ii) payable only at maturity or upon prior redemption, and (iii) determined by
reference to the Table of Accreted Values.
"Capital Facilities Charges" means any fees or charges which are related to acqumng,
constructing, equipping or expanding capacity and facilities of the Utility System, including, but not
limited to, excess capacity not related to facilities of the Utility System used by current consumers,
if any, existing at the time of acquisition of the Utility System, and which are levied or collected by
the County on or ftom any governmental body, utility company, real estate developer, or other
Person, for the purpose of reserving capacity in the Utility System, connecting to the Utility System,
or paying or reimbursing any capital cost relating to such acquisition, construction, expansion or
equipping of excess and unused capacity of the Utility System or any expansion thereof, including
Connection Charges but excluding: (1) amounts received from the sale of water; (2) amounts
received for the acceptance, treatment, reuse, or disposal of wastewater; (3) meter installation fees;
(4) Guaranteed Revenue Fees; and (5) äther revenues constituting operating revenues (as any of the
foregoing items are defined under the Uniform Service and Extension Policy of the County with
respect to the Utility System); in each case to the extent the same are lawfully available for the
acquisition and construction of Expansion Facilities and for the payment of Capital Facilities
Charges Debt Service Components.
{5000/02/000 1 0866.DOCv3}
10866/5000.02
3
"Capital Facilities Charges Debt Service Component" means, as of any particular date of
calculation, for any Series of Bonds additionally secured by Capital Facilities Charges, an amount
of Capital Facilities Charges detennined by (1) multiplying the aggregate Debt Service
Requirements for such Series by the applicable Expansion Percentage, and (2) subtracting from the
product so obtained all amounts previously transferred from the Capital Facilities Charges Fund to
the Sinking Fund) including the Bond Amortization Account therein) pursuant to the provisions of
Section 3.03 hereof.
"Code" means the Internal Revenue Code of 1986, as amended, including, when appropriate,
the statutory predecessor of the Code, and all applicable regulations (whether proposed, temporary
or final) under that Code and the statutory predecessor of the Code, and any official rulings and
judicial detenninations under the foregoing applicable to the Bonds.
"Connection Charges" has the meaning set forth in the Unifonn Service and Extension
Policy of the County.
"Consolidation" means the combination and consolidation of the Holiday Pines System and
the North Hutchinson System, including the combination and commingling of the moneys on
deposit in the funds and accounts established pursuant to the Holiday Pines Resolution and the
North Hutchinson Resolution and combining and consolidating all the Facilities, all as of the
Effective Date.
"Consulting Engineers" means such qualified, and recognized consulting engineers, (a)
having a favorable reputation for skill and experience in the planning, construction, operation and
financial feasibility of facilities similar to that of the Utility System, (b) registered in the State, and
(c) at the time retained by the County as an independent contractor to perfonn the acts and carry out
the duties as herein provided for such Consulting Engineers.
"County" means S1. Lucie County, Florida, a political subdivision of the State of Florida.
"Credit Facility" means, with respect to any Series, any municipal bond insurance policy, a
letter of credit, surety bond, guarantee, or other agreement under which any Person other than the
County guarantees timely payment of the principal of and interest on all or a portion of such Series.
With respect to the Holiday Pines Bonds, Credit Facility means the Financial Guaranty Insurance
Policy issued by MBIA Insurance Corporation, and with respect to the North Hutchinson Bonds
means the Municipal Bond Insurance Policies issued by Ambac Assurance Corporation.
"Credit Facility Issuer" means a Person which has provided a Credit Facility or a Reserve
Account Credit Facility in connection with the issuance of any Series of Bonds or any particular
Bonds within a Series. With respect to the Outstanding North Hutchinson Island Bonds, the Credit
Facility Issuer is Ambac Assurance Corporation, and MBIA Insurance Corporation is the Credit
Facility Issuer with respect to the Holiday Pines Bonds.
"Current Interest Bonds" means Bonds, the interest on which shall be payable on a periodic
basis.
"Debt Service" means, for any period or at any time, the principal of, premium, if any, and
interest due on the Bonds for that period or at that time, whether at maturity or redemption or
otherwise.
{5000/02/000 1 0866. DOCv 3 }
10866/5000.02
4
"Debt Service Requirement" means, for any Bond Year, as applied to the Bonds of any
Series, the sum of:
(1) the amount required to pay the interest becoming due on the Current Interest
Bonds in such Bond Year;
(2) the amount required to pay the principal of Current Interest Bonds maturing in
such Bond Year;
(3) the amount required to pay the Maturity Amount of Capital Appreciation Bonds
payable in such Bond Year; and
(4) the amount of the Amortization Installment for Tenn Bonds payable in such
Bond Year.
In calculating the Debt Service Requirement for any period for any Series:
(A) the County shall deduct trom the amounts calculated in Subparagraphs (1)
through (4) above: (a) any accrued interest received trom the sale of such Series and
deposited into the Sinking Fund, (b) any capitalized interest deposited into the Sinking
Fund for such period from the proceeds of the sale of such Series 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 (c) any Investment Earnings (i) required to be
transferred to the Sinking Fund and accounts established therein with respect to such
Series and (ii) required to be retained therein.
(B) the interest due in any ensuing Bond Year on Variable Rate Bonds shall be
assumed to be one hundred ten percent (110%) of the greater of ( a) the daily average
interest rate on such Variable Rate Bonds during the twelve (12) months ending with
the month preceding the date of calculation, or such shorter period that such Variable
Rate Bonds shall have been outstanding, or (b) the rate of interest on such Variable
Rate Bonds on the date of such calculation; and
(C) 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.
{5000/02/000 10866. DOCv 3 }
10866/5000.02
5
"Defeasance Obligations" means:
(1) Federal Securities; and
(2) obligations described in Section 103(a) of the Code, provision for the payment
of the Debt Service 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 Debt Service 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
escrow agent, any proceedings arising out of such insolvency, and which are rated
"AAA" by Moody's and "Aaa" by S&P.
"District" means the utility district established by the Board pursuant to Ordinance No. 04-
023, enacted by the Board on June 15,2004, as modified from time to time.
"Effective Date" means the day that the conditions for Consolidation have been satisfied;
provided, however, that upon satisfaction of such conditions, the Effective Date shall be deemed to
be October 1,2005, the first day ofthe County's Fiscal Year.
"Expansion Facilities" means additions, extensions and improvements to the Utility System,
together with all lands or interests therein, including plants, buildings, machinery, pipes, mains,
fixtures, equipment, franchises, rights to water or wastewater service and all property, real or
personal, tangible or intangible, heretofore or hereafter constructed or acquired in order to meet the
increased demand upon the Utility System, whether actual or anticipated, created by new users
connecting to the Utility System, and shall expressly include that portion of the Utility System
attributable to unused capacity as described in the Project Certificate relating to the Consolidation.
"Expansion Percentage" means, with respect to any Series of Bonds, the fraction equal to that
portion of the aggregate of the Debt Service Requirements for such Series that is attributable to
Expansion Facilities, if any, as shall be determined by the Independent Consultant and as set forth in
the Project Certificate relating to such Series.
"Facilities" means all of the physical assets of the Utility System, and all parts thereof, now
or hereafter existing, or any part thereof, by any additions, replacements, betterments, extensions,
improvements thereto, and property of any kind or nature, real or personal, tangible or intangible,
hereafter constructed or acquired in connection with the Utility System.
"Federal Securities" means direct, noncallable obligations of the United States of America or
obligations on which the timely payment of principal and interest is fully and unconditionally
guaranteed by the United States of America.
{5000/02/0001 0866.DOCv3}
10866/5000.02
6
"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 Inc., New York, New York, or any successor thereto.
"Futures" means payments referred to as such in, and made pursuant to, Section 3.03(B) of,
the Holiday Pines Service Corp. Utility System Asset Transfer Agreement between the County and
Holiday Pines Services Corp., dated June 8, 1999.
"Gross Revenues" means all fees, rentals or other charges or other income, (a) including (i)
Guaranteed Revenue Fees and (ii) Investment Earnings required to be deposited into the Revenue
Fund herein created, and (b) excluding (i) Capital Facilities Charges and (Investment Earnings
thereon), and (ii) Net Proceeds of Insurance or Condemnation and (Investment Earnings thereon),
received by the County in connection with the Utility System, or accruing to the County or to any
other board or agency of the County in control of the management and operation of the Utility
System, all as calculated in accordance with Accounting Principles.
"Guaranteed Revenue Fees" has the meaning set forth in the Uniform Service and Expansion
Policies of the County for the Utility System.
"Holiday Pines Bonds" means the County's Holiday Pines Water and Wastewater System
Revenue Bonds, Series 1999, dated July 1, 1999.
"Holiday Pines Bonds Resolution" means Resolution No. 99-153, adopted by the Board on
June 22, 1999, which authorized the Holiday Pines Bonds.
"Holiday Pines Credit Facilities" means Financial Guaranty Insurance Policy No. 29599(1),
dated July 8, 1999, issued by MBIA Insurance Corporation.
"Holiday Pines Pledged Revenues" means the revenues pledged for the payment of the
Holiday Pines Bonds pursuant to the Holiday Pines Bonds Resolution.
"Holiday Pines Reserve Account Credit Facility" means Debt Service Reserve Surety Bond
No. 29599(2), dated July 8, 1999, issued by MBIA Insurance Corporation.
"Holiday Pines Service Area" means the geographical area in the County previously served
by the Holiday Pines System or portions thereof.
"Holiday Pines System" means all the facilities of the Holiday Pines Water and Wastewater
System immediately prior to the Consolidation.
"Independent Certified Public Accountants" means the firm of certified public accountants
(i) licensed to practice public accounting in the State, and (ii) retained by the County as independent
contractors for the purpose of auditing the books and records of the County, including those relating
to the Pledged Revenues, and performing such other functions as are specified in this resolution.
"Independent Consultants" means such firm or firms, consisting of or employing, registered
professional engineers, architects, utility and rate consultants, or other professionals (i) having a
{5000/02/000 1 0866.DOCv3}
10866/5000.02
7
favorable reputation for the design, maintenance and operation of facilities such as the Utility
System, and (ii) engaged by the County as independent contractors to perform the tasks set forth to
be performed by such Independent Consultant by the provisions of this resolution or by other
official action of the County, and shall include, where applicable, the Consulting Engineers.
"Interest Payment Date" means, with respect to any Series, (a) any date on which interest is
stated to be due on the Current Interest Bonds, as determined by subsequent resolution of the Board
adopted at or prior to the time of sale of such Series, and (b) any date on which interest becomes due
thereon on account of early redemption thereof or on account of the happening of an event which
under the terms of the Bonds, requires a payment of interest to be made thereon, as determined by
subsequent resolution of the Board adopted at or prior to the time of issuance of such Bonds.
"Investment Earnings" means the income or earnings on investment of moneys in the funds
and accounts created hereunder.
"Lakewood Park Utility Facilities" means the water production, treatment, and distribution
facilities and the wastewater collection, transmission and treatment facilities described in the Master
Plan as the "Lakewood Park Subdivision".
"Master Plan" means the "Water and Wastewater Master Plan" for the St. Lucie County
Utilities, Updated February 2004.
"Maturity Amounts" means, with respect to any Capital Appreciation Bonds, the amounts
representing principal and interest on such Capital Appreciation Bonds at maturity.
"Maximum 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 all Outstanding Bonds of the particular Series of Bonds, or all Bonds, as the
case may be.
"Moody's" means Moody's Investors Service, New York, New York, or any successor
thereto.
"Net Proceeds of Insurance or Condemnation" means the gross proceeds of insurance
coverage maintained with respect to the Utility System or any eminent domain award or payment in
lieu of eminent domain award in connection with condemnation of any property to be included as
part of the Utility System, less payment of attorneys' fees and expenses properly incurred in the
collection of such amounts.
"Net Revenues" means the Gross Revenues remammg after deducting only Operating
Expenses.
"North Hutchinson Bonds" means, collectively, the County's outstanding North Hutchinson
Island Water and Sewer System Revenue Bonds, Series 2002, dated January 1,2002, and its North
Hutchinson Island Water and Sewer System Revenue Refunding Bonds, Series 1997, dated
February 1, 1997 (the "North Hutchinson 1997 Bonds").
"North Hutchinson Bonds Resolution" means Resolution No. 92-167, adopted on June 11,
1992, as amended and supplemented, which authorized the North Hutchinson Bonds.
{5000/02/000 I 0866.DOCv3}
10866/5000.02
8
"North Hutchinson Bonds Escrow Deposit Agreement" means the agreement between the
County and the North Hutchinson Bonds Escrow Holder, dated as of February 19, 1997, and
providing for the deposit of a portion of the proceeds of the North Hutchinson 1997 Bonds, in trust
with the North Hutchinson Bonds Escrow Holder for the purposes of making payment of the
principal, premium, if specified, and interest on the North Hutchinson Refunded Bonds.
"North Hutchinson Bonds Escrow Holder" means SouthTrust Bank of Florida, National
Association, Fort Lauderdale, Florida.
"North Hutchinson Credit Facilities" means (a) Financial Guaranty Insurance Policy No.
19103BE, dated January 31, 2002, and (b) Municipal Bond Insurance Policy No. 13634BE, dated
February 19, 1997, each issued by Ambac Assurance Corporation.
"North Hutchinson Pledged Revenues" means the revenues pledged for payment ofthe North
Hutchinson Bonds pursuant to the North Hutchinson Bonds Resolution.
"North Hutchinson Refunded Bonds" means the County's North Hutchinson Island Water
and Sewer System Revenue Bonds, Series 1992, dated June 1, 1992.
"North Hutchinson Service Area" means the geographical area in the County previously
served by the North Hutchinson System or portions thereof.
"North Hutchinson System" means all the facilities of the North Hutchinson Island Water
and Sewer System immediately prior to the Consolidation.
"Operating Expenses" means the current expenses, paid or accrued, of operation,
maintenance and repair of the Utility System and its Facilities and includes, without limiting the
generality of the foregoing, (i) direct charges by the County for services rendered to the Utility
System by other County officers or departments, (ii) insurance premiums, (iii) charges for the
accumulation of appropriate reserves not annually recurrent but which are such as may reasonably
be expected to be incurred in accordance with Accounting Principles, and (iv) the cost of product
and services purchased by the Utility System for resale to customers of the Utility System in lieu of
providing such product and services by the Utility System directly. "Operating Expenses" shall not
include (i) any allowance for depreciation or other non-cash expenses, except to the extent expressly
herein provided, (ii) any payments pursuant to any condemnation award in connection with the
acquisition of any property to be included as part of the Utility System or (iii) indirect charges,
payments-in-lieu of taxes, or other charges not directly for product or services furnished to the
Utility System. In detennining Operating Expenses, there shall not be taken into account: (a) gain
or loss resulting trom either the extinguishment or refinancing of any Series or other long-tenn
indebtedness; (b) loss from the sale, exchange or other disposition of capital assets not made in the
ordinary course of business; and (c) capital expenditures for renewal, replacement, expansion or
acquisition of capital assets (including any deposits or reserves therefor).
"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 this 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;
{5000/02/000 1 0866.DOCv3}
10866/5000.02
9
(b) Bonds, or portions thereof, which are considered no longer Outstanding
pursuant to Section 6.04 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 with the Paying Agent; provided that,
if such Bonds are to be redeemed before the maturity thereof, the Board shall have
adopted a resolution calling such Bonds for redemption and directing the Registrar to
mail notice of redemption to the Owners of Bonds so called for redemption;
(d) Bonds 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.
"Outstanding Bonds" means, as of the Effective Date, the then Outstanding Holiday Pines
Bonds and North Hutchinson Bonds, as defined in the Holiday Pines Bonds Resolution and the
North Hutchinson Bonds Resolution, respectively.
"Paying Agent" means, with respect to any Series, the Person who is serving as Bond
Registrar for such Series, unless otherwise provided by resolution ofthe Board.
"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 Net Revenues and (ii) the Capital Facilities Charges (in an
amount not to exceed the Capital Facilities Charges Debt Service Component) and (iii) the moneys
on deposit in the funds and accounts established hereunder until expended for the purposes provided
herein.
"Principal Maturity Date" means with respect to any Series, the annual or other periodic date
on which (i) principal matures on the Current Interest Bonds or (ii) Maturity Amounts are payable
on Capital Appreciation Bonds, as detennined by subsequent resolution of the Board adopted at or
prior to the sale of such Series and, in each case, includes applicable dates on which Amortization
Installments are required to be applied to retire Tenn Bonds.
"Project" means the acquisition and construction of additions, extensions and improvements
to the System and all purposes incidental thereto, substantially in accordance with reports, plans and
specifications of the County's Independent Consultant filed with the County, and, with respect to
any particular Series, may have such meaning specified in the related authorizing resolution with
respect to any portion ofthe Project to be financed thereby.
"Project Certificate" means the certificate of the Independent Consultant filed with the
County at or prior to the date of delivery of any Series of Bonds and setting forth (i) the estimated
total cost of the Project to be constructed with the proceeds of such Bonds, (ii) the estimated cost of
{5000/02/0001 0866.DOCv3}
10866/5000.02
10
the Expansion Facilities portion of the Project, (iii) the Expansion Percentage, and (iv) the Capital
Facilities Charges Debt Service Component.
"Project Costs" means, but shall not necessarily be limited to: the cost of the construction
and acquisition of additions, extensions, and improvements to the Utility System; the acquisition of
any lands or interests therein or any other properties deemed necessary or convenient therefor;
engineering, accounting, and legal fees and expenses; expenses for plans, specifications and
surveys; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors
and consultants; administrative expenses; the capitalization of interest on the Bonds authorized
hereby for a reasonable period of time after the date of issuance and delivery thereof; the
establishment of reasonable reserves for the payment of Debt Service on the Bonds; discount upon
the sale of the Bonds; the expenses and costs of issuance of the Bonds; the cost of purchasing any
Credit Facility or Reserve Account Credit Facility with respect to the Bonds; such other expenses as
may be necessary or incidental to any financing authorized pursuant to this resolution, to any
Project, and to the placing of the same in operation; and reimbursement to the County for any sums
expended for the foregoing purposes, including, in particular, any costs, fees or expenses incurred,
or any deposit required, in connection with any action of eminent domain for purposes of acquiring
the Project. In connection with any particular Series of Bonds, Project Costs shall mean those ofthe
foregoing costs which are to be paid or financed by proceeds of such Series.
"Project Fund" means any fund authorized, created and established by the County pursuant
to this resolution for the payment of Project Costs.
"Rating Agency" means Fitch, Moody's, and/or S&P, if and to the extent that such company
at the time maintains a published rating on any Bonds.
"Record Date" means, when used with respect to any Series, the fifteenth day of the calendar
month next preceding an Interest Payment Date applicable to that Series, or such other date as may
be specified by subsequent resolution of the Board.
"Redemption Date" means, for any Series, any date as of which Bonds are called for
redemption prior to maturity.
"Redemption Price" means the sum, expressed as a percentage of the principal amount of
Bonds to be redeemed, to be paid to the Registered Owners of any Bonds upon the Redemption
Date.
"Refunding" means any program for refinancing or refinancing Bonds prior to the maturity
thereof.
"Refunding Costs" means, but shall not necessarily be limited to: the cost of payment of the
principal of, premium, if specified, and interest on any Bonds; expenses for estimates of costs and of
revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; the
capitalization of interest on the Bonds for a reasonable period of time after the date of issuance and
delivery thereof; the establishment of reasonable reserves for the payment of Debt Service on the
Bonds; discount upon the sale of Bonds; the expenses and costs of issuance of Bonds; the cost of
purchasing any Credit Facility or Reserve Account Credit Facility with respect to Bonds; such other
expenses as may be necessary or incidental to any Project financing, to any Refunding, and to the
{5000/02/ooo 1 0866.DOCv3}
10866/5000.02
11
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 Register maintained by the Bond Registrar.
"Renewal and Replacement Fund Requirement" means an amount, detennined as of the
beginning of each Fiscal Year, equal to one-twelfth (1/12) of five percent (5%) of the Gross
Revenues (excluding Guaranteed Revenue Fees) for the preceding Fiscal Year.
"Reserve Account Credit Facility" means a policy of insurance, an irrevocable letter of
credit, surety bond or other insurance or financial product which provides for payment of amounts
equal to all or a portion of the Reserve Account Requirement in the event of an insufficiency of
moneys in the Sinking Fund to pay principal of and interest on any Series or installment of the
Bonds, and which meets the criteria set forth in Section 3.03(E)(5) hereof.
"Reserve Account Credit Facility Costs" means the amounts the County is required to pay a
Credit Facility Issuer as a result of a draw thereunder or otherwise pursuant to such Reserve
Account Credit Facility or any related agreement.
"Reserve Account Credit Facility Coverage" means the amount then available to be paid to
the Paying Agent under the tenns ofthe Reserve Account Credit Facility at any particular time.
"Reserve Account Requirement" means the lesser of (1) the Maximum Debt Service
Requirement for all Bonds or for the Bonds of a Series, as the case may be, then Outstanding or (2)
the maximum aggregate amount allowed under the provisions of the Code to be funded as a
reasonably required reserve from the proceeds of Bonds or for the Bonds of a Series, as the case
may be, and/or Additional Parity Bonds.
"Reserve Account Value" means the aggregate of the Reserve Account Credit Facility
Coverage and the value of moneys and Authorized Investments credited to the Reserve Account.
The values of such Authorized Investments are to be calculated as provided in Section 3.03(E)(5)
hereof.
"S&P" means Standard & Poor's Corporation, New York, New York, or any successor
thereto.
"Serial Bonds" means any Current Interest Bonds or Capital Appreciation Bonds for the
payment of the principal of which, no fixed mandatory sinking fund or redemption deposits are
required to be made prior to the 12-month period immediately preceding the stated date of maturity
of such Bonds.
"Series" means an amount of Bonds designated by the County as a single series, which may
be issued in one or more installments.
"Service Area" means the area within the boundaries of the District.
"State" means the State of Florida.
{5000/02/0001 0866.DOCv3}
10866/5000.02
12
"Subordinate Debt" means any obligations issued or incurred by the County and payable
from the Pledged Revenues which are junior and subordinate to any Bonds issued pursuant to this
resolution as to security for payment from such Pledged Revenues and in all other respects.
"Table of Accreted Values" means, with respect to any Capital Appreciation Bonds, the table
which shows the sum of the principal and interest on such Bonds as of each Interest Payment Date.
"Tenn Bonds" means the Current Interest or Capital Appreciation Bonds of a Series, all of
which shall be stated to mature on one date and which are subject to retirement by operation of the
applicable Bond Amortization Account in the Sinking Fund herein established.
"Unifonn Service and Extension Policy" means the policy for the extension of services and
facilities, pursuant to Resolution No. 99-106, adopted by the Board on May 18, 1999, as amended
from time to time.
"Utility System" means the combined and consolidated Water System and the Wastewater
System together with any additions, extensions and improvements thereto and shall specifically
include the Holiday Pines System, the North Hutchinson System, the Airport Utility Facilities and
the Lakewood Park Utility Facilities. The tenn "Utility System" shall not include the facilities of
the County known as the South Hutchinson Island System.
"Variable Rate Bonds" means Bonds, the interest rate on which is subject to adjustment at
such times and in such manner as shall be detennined by the Board prior to the sale thereof.
"Wastewater System" means the system for the collection, treatment and discharge/reuse of
wastewater located in the County, together with any additions, extensions and improvements
thereto, both within and without the boundaries of the County, hereafter constructed or acquired and
detennined by the County to be added thereto, either from the proceeds of Bonds authorized by this
resolution or from any other source, and shall include, without being limited to, all facilities for the
collection, treatment and discharge/reuse of wastewater, including plants, buildings, machinery,
franchises, pipes, fixtures, equipment and all property, real or personal, tangible or intangible, now
or hereafter owned or used in connection with the Wastewater System.
"Water System" means the water production, treatment and distribution system located in
the County, together with any additions, extensions and improvements thereto, both within and
without the boundaries of the County, hereafter constructed or acquired and detennined by the
County to be added thereto, either from the proceeds of Bonds authorized by this Resolution or
from any other source, and shall include, without being limited to, all facilities for the production,
treatment, supply and distribution of water, including wells, mains, pumping stations, tanks,
machinery and equipment, plants, buildings, franchises, and all property, real or personal, tangible
or intangible, now or hereafter owned or used in connection with the Water System.
SECTION 1.03. 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 of the State or the Act, or to a section, provision or chapter of the Laws of Florida or
{5000/02/000 I 0866.DOCv3 }
10866/5000.02
13
the United States of America, includes that section, provision or chapter as amended, modified,
revised, supplemented or superseded :trom time to time; provided, that no amendment, modification,
revision, supplement or superseding section, provision or chapter shall be applicable solely by
reason of this provision, if it constitutes in any way an impairment of the rights or obligations of the
County, the officers, employees and members of the Board, the Registrar, the Paying Agent, the
Registered Owners, or any Credit Facility Issuer under this resolution, the Bonds, or any other
instrument or document entered into in connection with any of the foregoing.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder" and
similar terms refer to this resolution; and the term "hereafter" means after and the term "heretofore"
means before the date of this resolution. Words of any gender include the correlative words of the
other genders, unless the context indicates otherwise.
SECTION 1.04. CAPTIONS. The captions and headings herein 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.
SECTION 1.05. FINDINGS. It is hereby ascertained, determined, and declared as follows:
(A) The County now owns the Holiday Pines System and the North Hutchinson
System and operates the Holiday Pines System and the North Hutchinson System as separate and
distinct revenue producing enterprises of the County.
(B) It is necessary and desirable and in the best interests of the County and its
residents and the customers of the Holiday Pines System and the North Hutchinson System that the
two Systems be combined and consolidated into a single revenue producing enterprise of the
County.
(C) The County currently has outstanding the Holiday Pines Bonds and the
North Hutchinson Bonds. The Holiday Pines Bonds are payable :trom and secured by a lien upon
and pledge of the Holiday Pines Pledged Revenues and by the Covenant contained in Section
3.03(G) of the Holiday Pines Bonds Resolution, and the North Hutchinson Bonds are payable :trom
and secured by a lien upon and pledge of the North Hutchinson Pledged Revenues.
(D) The County is authorized pursuant to the provisions of Section 5.01(F)(iv)
and 5.01(L) of the North Hutchinson Bonds Resolution and Section 5.01(F)(iv) and 5.01(L) of the
Holiday Pines Bonds Resolution to combine and consolidate the Holiday Pines System and the
North Hutchinson System, provided (a) that certain financial tests set for therein have been met, (b)
that certain opinions of the Independent Consultant have been received and (c) that the consent of
the Credit Facility Issuer has been granted. The County has been advised that these conditions will
be satisfied as of the Effective Date.
(E) Subsequent to the Consolidation, (1) the funds and accounts established
pursuant to the Holiday Pines Bonds Resolution shall be combined and consolidated with the
corresponding funds and accounts established pursuant to the North Hutchinson Bonds
Resolution, and shall thereafter consist of one set of funds and accounts, as provided for herein;
(2) the Holiday Pines Bonds and the North Hutchinson Bonds shall be deemed to be Bonds, as
defined herein, Outstanding under the provisions of this resolution and shall be payable on a
{5000/02/000 1 0866.DOCv 3 }
10866/5000.02
14
parity from the Pledged Revenues, without distinction of any of such Bonds over any other of
such Bonds; (3) all of the Bonds shall be entitled to the benefits and protections of the provisions
of this resolution, without distinction of any of such Bonds over any other of such Bonds;
provided that the Holiday Pines Bonds Credit Facilities shall continue to be solely for the benefit
of the Holiday Pines Bonds, and the North Hutchinson Bonds Credit Facilities shall continue to
be solely for the benefit of the North Hutchinson Bonds.
(F) The Pledged Revenues are estimated to be sufficient to pay, as the same
become due and payable, the Debt Service Requirement on the Outstanding Bonds, and all other
payments required to be made by the provisions ofthis resolution.
(G) Payment of the Debt Service Requirement, payments to maintain the
Reserve Account Requirement, and payments required to be made to the Renewal and Replacement
Fund, shall be secured solely by a lien upon and pledge of the Pledged Revenues as provided herein.
No Bonds issued hereunder shall ever constitute a general obligation or indebtedness of the County
and no Registered Owner or Credit Facility Issuer shall ever have the right to compel a levy of ad
valorem taxes upon any property within or without the County to pay the Bonds or the interest
thereon or be entitled to payment of the Bonds from any source other than the Pledged Revenues.
The Bonds shall not constitute a lien upon the Utility System, any Project, or upon any other
properties leased by, owned by or located within or without the County or located within the
boundaries of the Service Area, other than the Pledged Revenues, and then only in the manner
provided herein.
(H) The County, subsequent to the Consolidation, is entitled to release the
Covenant, and MBIA Insurance Corporation, the issuer of the Holiday Pines Credit Facilities, has
given its consent to the release of the Covenant contained in Section 3.03(G) of the Holiday Pines
Bond Resolution. It is necessary, desirable, and in the best interests of the County that the Covenant
be released in connection with the Consolidation.
(I) The Bonds shall not be or constitute general obligations or indebtedness of
the County as "bonds" within the meaning of any provision of the Constitution of the State, but
shall be and are hereby declared to be special, limited obligations of the County, the principal of,
premium, if any, and interest on which are payable from and secured solely by the Pledged
Revenues in the manner provided herein. The principal of, premium, if any, and interest on the
Bonds and all other payments provided for herein will be secured solely by the Pledged Revenues,
and no Registered Owners shall ever have the right to require or compel the County to levy taxes on
any real property of or in the County to pay the principal of, premium, if any, and interest on the
Bonds or to make any of the sinking fund, reserve, or other payments provided for herein.
Furthermore, neither the Bonds nor the interest or premium, if any, thereon, shall be or constitute a
lien upon the Utility System or upon any other property of or in the County, other than the Pledged
Revenues, in the manner provided in this Resolution.
{5000/02/00010866.DOCv3 }
10866/5000.02
15
SECTION 1.06. RESOLUTION CONSTITUTES A CONTRACT. Pursuant to the
provisions of the Holiday Pines Bonds Resolution and the North Hutchinson Bonds Resolution, this
resolution shall be deemed to be the contract between the Registered Owners of the Outstanding
Bonds and the provisions hereof shall be deemed to supersede and replace the provisions of the
Holiday Pines Bonds Resolution and the North Hutchinson Bonds Resolution with respect to such
Outstanding Bonds. In consideration of the acceptance of Bonds hereafter issued hereunder by
those who shall be the Registered Owners of the same from time to time, and of the issuance of any
Credit Facility or Reserve Account Credit Facility by any Credit Facility Issuer, this resolution shall
be deemed to be and shall constitute a contract by and among the County, such Registered Owners
and the Credit Facility Issuer, 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 and Credit Facility Issuers, and all of the Bonds Outstanding hereunder at any
time 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. This resolution shall further be
deemed to be a contract between the County and the holders of any Subordinate Debt which may be
Outstanding hereunder from time to time subject and subordinate to the contract between the
County and the Registered Owners of Bonds.
(End of Article I)
{5000102/000 I 0866.DOCv3}
10866/5000.02
16
ARTICLE II
AUTHORIZATION OF BONDS; AUTHORIZATION OF CONSOLIDATION;
DESCRIPTION, DETAILS AND FORM OF BONDS
SECTION 2.01 AUTHORIZATION OF CONSOLIDATION. The Consolidation is
hereby authorized and approved, subject only to the County's compliance as of the Effective Date
with the requirements therefor contained in Sections 5.01(F)(iv) and 5.02(L) of the Holiday Pines
Bonds Resolution and the North Hutchinson Bonds Resolution and the County's receiving such
opinions and assurances as of the Effective Date as are deemed necessary or advisable by the
County Attorney and Bond Counsel to the County. The Outstanding Bonds shall trom and after the
Effective Date be deemed to be Outstanding pursuant to the terms of this resolution.
SECTION 2.02. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions
of this resolution, obligations of the County, to be known as "Utility System Revenue Bonds", are
hereby authorized to be issued trom time to time for the purpose of financing Project Costs and
Refunding Costs.
SECTION 2.03. DESCRIPTION OF BONDS. The Bonds of each Series 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 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 forty (40) years trom the date thereof, and in such amounts; and may be
issued as Current Interest Paying Bonds, Capital Appreciation Bonds, Variable Rate Bonds, Serial
Bonds, Term Bonds, or any combination thereof; all the foregoing as. shall be determined by
subsequent resolution of the Board adopted at or prior to the time of sale of any Series of the Bonds.
Prior to the issuance and delivery of Term Bonds, the Board shall designate Amortization
Installments for each maturity thereof, and (i) each such installment shall be deemed to be due on
the Interest Payment Date or Principal Maturity Date of each applicable year as is fixed by
resolution of the Board and (ii) the aggregate of such installments for each maturity shall equal the
aggregate principal amount of Term Bonds of such maturity delivered on original issuance (or, with
respect to Capital Appreciation Bonds, the aggregate principal amount of Term Bonds of such
maturity delivered on original issuance plus the interest accrued thereon to the applicable
Redemption Dates).
The Bonds may be issued in Series or installments from time to time. Different installments
and Series of the Bonds may have such characteristics as shall be provided herein and by
subsequent resolution of the Board and shall bear a designation to distinguish such Series or
installment from other Series or installments of the Bonds.
The Bonds of each Series shall be issued in fully registered form; shall be payable with
respect to principal at the office of the Paying Agent; shall be payable in lawful money of the United
States of America; and shall bear interest from their date, or trom the most recent date to which
interest has been paid, payable, in the case of Current Interest Paying 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, and in the case of Capital Appreciation Bonds, at
{5000/02/0001 0866.DOCv3}
10866/5000.02
17
maturity upon presentation at the office of the Paying Agent; 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 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 of
each Series shall be executed in the name of the County by the Chainnan or Vice-Chainnan of the
Board, and countersigned and attested by the Clerk or Deputy Clerk of the Circuit Court, ex officio
Clerk or Deputy Clerk of the Board, and the corporate seal of the County or Board or facsimile
thereof shall be affixed thereto or reproduced thereon. The signatures of the Chainnan or
Vice-Chainnan and the Clerk or Deputy Clerk may be manual or facsimile signatures imprinted or
reproduced thereon.
The Registrar shall serve as authenticating agent for the Bonds and is authorized to
authenticate Bonds. No Bond shall be valid or obligatory for any purpose or be entitled to any
security or benefit under the provisions of this resolution until the certificate of authentication on the
Bonds shall have been signed by an authorized signer of the authenticating agent. The authorized
signature for the Registrar shall be either manual or in facsimile, provided, however, that at least one
of the above signatures, including that of the authorized signature for the Registrar, appearing on the
Bonds shall be a manual signature. The authentication by the Registrar 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 any officer who shall have signed or sealed any of the Bonds shall cease to be such
officer of the County before the Bonds have been 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.
SECTION 2.05. NEGOTIABILITY AND REGISTRATION, TRANSFERABILITY AND
EXCHANGE. (a) 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 so to have agreed.
(b) The provisions of this Section 2.05(b) shall apply to any Series for which the County has
not elected to utilize a Book-Entry System or issue such Series in Book-Entry Fonn. The Registrar
shall be responsible for maintaining the Bond Register. Any Registrar, other than the County, shall
be a transfer agent qualified to act under the provisions of Section 17 A( c) of the Securities
Exchange Act of 1934, as amended. The County and the 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 or exchange (if so required by the County or the 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 Registrar, duly
executed by the Registered Owner or by his duly authorized attorney.
{5000/02/0001 0866.DOCv3}
10866/5000.02
18
The Registrar or County 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 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 new Bonds shall be delivered.
The County and the Registrar shall not be required to issue, transfer or exchange any Bonds
(a) during a period beginning at the opening of business on the Record Date and ending at the close
of business on the next succeeding Interest Payment Date or (b) selected for redemption in whole or
in part, whether or not notice of redemption has been formally published.
New Bonds delivered upon any transfer or exchange shall be valid obligations ofthe County,
evidencing the same debt as the Bonds surrendered, shall be secured by this resolution, and shall be
entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered.
Whenever any Bond shall be delivered to the 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 Registrar as authorized by law, and counterparts of a certificate of destruction
evidencing such destruction shall be furnished to the County.
(c) The County may elect to use a Book-Entry System for issuance and registration of the
Bonds of any Series, and the details of any such system shall be fixed by the Board prior to the time
of issuance of such Bonds.
SECTION 2.06. REPLACEMENT OF BONDS MUTILATED, DESTROYED, STOLEN
OR LOST. In case any Bond shall become mutilated or be destroyed, stolen or lost, the 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 Registrar proof of his ownership thereof (if lost,
stolen or destroyed), satisfactory indemnity in favor of both the County and the Registrar,
complying with such other reasonable regulations and conditions as the Registrar and County may
prescribe, and paying (in advance if required by the county) such expenses and attorneys fees 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 Registrar may pay the
same, upon compliance with the foregoing conditions.
Any such duplicate Bonds issued pursuant to this section shall constitute original, additional
contractual obligations on the part of the County, whether or not any lost, stolen or destroyed Bonds
are found.
SECTION 2.07. TEMPORARY BONDS. Until Bonds in definitive form are ready for
delivery, the County may deliver in lieu of such definitive Bonds, and subject to the same
provisions, limitations and conditions, one or more printed or typewritten Bonds in temporary form,
substantially of the tenor of the Bonds, with appropriate omissions, variations. The County shall
deliver Bonds in definitive form without unreasonable delay in exchange for the temporary Bonds.
{5000/02/0001 0866.DOCv3 }
10866/5000.02
19
SECTION 2.08. BOND ANTICIPATION NOTES. In anticipation of the delivery of any
Series, the County may issue anticipation notes, in the aggregate principal amount not to exceed the
authorized aggregate principal amount of such Series. Provisions regarding the fonn of such
anticipation notes and the security therefor shall be set forth in a separate resolution of the Board
adopted at or prior to the time of sale of such anticipation notes.
SECTION 2.09. PROVISIONS FOR REDEMPTION. The Bonds of any series may be
redeemable, by operation of the applicable Bond Amortization Account or, at the option of the
County, as provided by subsequent resolution of the Board adopted prior to the delivery of the
Bonds; provided, that no optional redemption of Bonds shall be pennitted while any Reserve
Account Credit Facility Costs remain outstanding and unpaid. Notice of such redemption shall be
given as provided herein.
(A) Not more than sixty (60) calendar days or less than thirty (30) 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 Bonds or portions 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 ofthe Redemption Price (i) shall be
filed with the Registrar, and (ii) shall be mailed, postage prepaid, to all Registered Owners of Bonds
to be redeemed at their addresses as they appear on the Bond Register. Notice of Redemption of
Bonds, other than by operation of the Bond Amortization Account and other than pursuant to any
plan of advanced refunding of Bonds, shall be provided as set forth herein only from and to the
extent that funds sufficient to pay the Redemption Price and accrued interest on the Bonds to be
redeemed are on deposit in the funds and accounts held by the Paying Agent and available for such
purpose on the date the notice of redemption is mailed. Interest shall cease to accrue on the
Redemption Date on any Bonds duly called for prior redemption for which payment has been duly
provided. Failure of any Registered Owner to receive notice properly provided shall not affect the
validity of any such proceedings for redemption or the cessation of the accrual of interest on any
Bonds called for redemption from and after the Redemption Date.
(B) 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 a Registered Owner as to which
notice is given as prescribed Paragraph A above. Each 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 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 Paragraph 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 the 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, 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
{5000/02/0001 0866.DOCv3 }
10866/5000.02
20
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).
SECTION 2.10. FORM OF BONDS. The text of the Bonds shall be provided for by
subsequent resolution adopted prior to the issuance thereof.
(End of Article II)
{5000/02/000 1 0866.DOCv3}
10866/5000.02
21
ARTICLE III
PLEDGE OF REVENUES AND APPLICATION THEREOF
SECTION 3.01. BONDS NOT GENERAL OBLIGATIONS OR INDEBTEDNESS OF
THE COUNTY. The Bonds, the premium, if any, and the interest thereon shall not be or constitute
general obligations or indebtedness of the County (or "bonds" within the meaning of the
Constitution of the State of Florida), but shall be payable from and secured solely by a lien upon and
a pledge of the Pledged Revenues as herein provided. No Registered Owner or Owners of any
Bonds or any Subordinate Debt issued hereunder shall ever have the right to compel the exercise of
the ad valorem taxing power of the County or taxation in any fonn of any property within or
without the County to pay the Bonds or any Subordinate Debt, the premium, if any, or the interest
thereon or be entitled to payment of such principal, premium, if any, and interest from any other
funds of the County except from the Pledged Revenues in the manner provided herein. The Bonds
and the Subordinate Debt, the premium, if any, and the interest thereon, shall not have or be a lien
upon any Project, any Facilities, the Consolidated System or any property of or in the County or
within the Service Area, other than the Pledged Revenues in the manner provided herein.
SECTION 3.02. BONDS SECURED BY PLEDGED REVENUES. The payment of the
principal, premium, if any, and interest on all of the Bonds Outstanding and issued hereunder shall
be secured forthwith equally and ratably with the other Bonds by a lien upon and pledge of the
Pledged Revenues. The Pledged Revenues, in an amount sufficient both to pay the principal of,
premium, if any, and interest on the Bonds and to make the payments into the Reserve Account and
Sinking Fund and all other payments provided for in this resolution are hereby irrevocably pledged
in the manner stated herein to the payment of the principal of, premium, if any, and interest on the
Bonds as the same become due; provided that said pledge and lien may be released and
extinguished by defeasance as provided in Section 6.04 hereof. Notwithstanding the foregoing, no
provision hereof is intended to prohibit the payment of the principal of, premium, if any, and
interest on any Series from, or the pledging to such payment of, any lawfully available additional
revenues, reserves, security, documents, obligations or sources of funds.
SECTION 3.03. APPLICATION OF PLEDGED REVENUES. For as long as any of the
principal of, premium, if any, and interest on any of the Bonds or the Subordinate Debt shall be
outstanding and unpaid or until (a) there shall have been set apart in the Sinking Fund, herein
established, including any subaccounts therein for any Series of Bonds and the Subordinate Debt,
and the Reserve Account and Bond Amortization Account (and subaccounts 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 or to accrue thereon, or (b)
provision for payment of the Bonds shall have been made in accordance with the tenns of Section
6.04 hereof and the lien of the Bonds upon the Pledged Revenues shall have been defeased, the
County covenants with the Registered Owners of any and all Bonds as follows:
(A) CREATION OF FUNDS AND ACCOUNTS. There are hereby created and
established the following funds and accounts: the Utility System Revenue Fund, hereinafter
referred to as the "Revenue Fund"; the Utility System Capital Facilities Charges Fund, hereinafter
called the "Capital Facilities Charges Fund", together with the "Water System Capital Facilities
Charges Account" and the "Sewer System Capital Facilities Charges Account" therein; the Utility
System Revenue Bonds Sinking Fund, hereinafter called the "Sinking Fund", together with the
{5000/02/00010866.DOCv3 }
accounts therein to be known as the "Bond Amortization Account" (together with any subaccounts
therein) and the "Reserve Account", including, in the Reserve Account, the "Holiday Pines Reserve
Subaccount" and the "North Hutchinson Reserve Subaccount"; the Utility System Renewal and
Replacement Fund, hereinafter called the "Renewal and Replacement Fund", the Utility System
Subordinate Debt Service Fund, hereinafter called the "Subordinate Debt Service Fund"; and the
Utility System Project Fund, hereinafter referred to as the "Project Fund;" provided that separate
Sinking Funds, and separate accounts and subaccounts in any of the foregoing may be established
and maintained for different Series or installments of Bonds. The corresponding funds and accounts
created pursuant to the North Hutchinson Bonds Resolution and the Holiday Pines Bonds
Resolution shall be combined and consolidated into the foregoing funds and accounts as of the
Effective Date.
(B) MAINTENANCE OF FUNDS AND ACCOUNTS. 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
terms are commonly defined and used in governmental accounting, but rather is intended solely to
constitute an earmarking of Pledged Revenues for certain purposes and to establish certain 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 accounting records, prepared in accordance with
Accounting Principles are maintained to reflect control or restricted allocation of the moneys therein
for the various purposes of such funds and accounts.
Deposits into the accounts for any Series or installment of Bonds shall be on a parity with
the deposits, if any, into the corresponding accounts for each other Series or installment of Bonds
(or, in the case of a deficiency, shall be on a pro rata basis computed with regard to the aggregate
principal amount of Bonds of each Series or installment then Outstanding) unless specified
otherwise; further provided that moneys on deposit in the accounts established for a particular Series
or installment of Bonds may be specified not to be available to be used for payments required to be
made rrom the corresponding accounts for any other Series or installment of Bonds.
(C) APPLICATION OF GROSS REVENUES. All Gross Revenues shall,
immediately upon receipt thereof, be deposited by the County into the Revenue Fund. Moneys on
deposit in the Revenue Fund shall be applied in each month, subject to credits for deposits as
provided herein below, only in the following manner and order of priority; provided, that with
respect to any payment period for any Series of Bonds that is other than annual or semi-annual, the
required deposits shall be such as to provide for equal monthly deposits of all amounts required to
meet the annual Debt Service Requirement of such Series:
(1) Moneys shall first be used to pay Operating Expenses;
(2) Moneys shall next be used for deposit into the Sinking Fund in the following
priority:
(a) in such sums as are necessary to pay one-sixth (1/6) of the interest
becoming due on the Current Interest Paying Bonds on the next Interest Payment Date;
{5000/02/000 1 0866.DOCv3}
10866/5000.02
23
(b) in such sums as are necessary to pay one-twelfth (1/12) of the principal
maturing on Current Interest Paying Serial Bonds on the next Principal Maturity Date;
(c) on a parity with the payments provided in subparagraph (b) above, into
the appropriate subaccount in the Bond Amortization Account, in such sums as are necessary to pay
one-twelfth (1112) of the Amortization Installment for Term Bonds which shall become due and
payable during the current Bond Year; and
(d) on a parity with the payments provided in subparagraphs (b) and (c)
above, in such sums as are necessary to pay one-twelfth (1112) of the Maturity Amount of any
Capital Appreciation Bonds maturing in such Bond Year;
Deposits to the Sinking Fund for different Series shall be on a parity and without regard to the
existence of any Reserve Account Credit Facility for a particular Series.
(3) Moneys shall next be used to cure any deficiency for prior deposits into the
Sinking Fund;
(4) Moneys shall next be used to maintain in the Reserve Account a Reserve
Account Value in an amount equal to the Reserve Account Requirement by:
(a) restoring the value of any Reserve Account Credit Facility to its face
value by making required payments to the Credit Facility Issuer, and
(b) restoring value of cash and Authorized Investments on deposit in the
Reserve Account to the required levels hereunder and pursuant to the terms of any Reserve Account
Credit Facility.
The County shall maintain separate subaccounts in the Reserve Account for the
benefit of the Holiday Pines Bonds and the North Hutchinson and may establish separate
subaccounts in the Reserve Account for separate Series of Bonds, and Bonds. Restoration of
Reserve Account Values in the case of separate subaccounts shall be on a pro rata basis with respect
to the amounts required to be restored to each of such subaccounts.
(5) Moneys shall next be deposited into the Renewal and Replacement Fund in
an amount equal to the sum of:
(a) one-twelfth (1112) of the Renewal and Replacement Fund
Requirement; and
(b) one-twelfth (1112) of any unrestored withdrawal therefrom made to
prevent a default in the payment of the principal and interest on the Bonds as provided in Section
3.03(E)(6) hereinbelow.
(6) Moneys shall next be used for deposit into the Subordinate Debt Service
Fund and accounts therein of such sums as are required by the proceedings authorizing the issuance
of such Subordinate Debt.
{5000/02/0001 0866.DOCv 3 }
10866/5000.02
24
(7) Remaining moneys may be withdrawn and used by the County for any
lawful purpose, provided that all funds and accounts created hereunder are at required levels.
The foregoing provisions notwithstanding, no further deposits shall be required to be made
into the foregoing funds and accounts whenever there shall be on deposit (1) in the Sinking Fund,
including the Reserve Account and the Bond Amortization Accounts therein, an amount of money
and Authorized Investments equal to all principal and interest due on the Bonds to the final maturity
thereof, (2) all amounts due and owing to any Credit Facility Issuer shall have been paid and (3)
there shall be on deposit in the Subordinate Debt Service Fund, including the accounts therein, an
amount necessary to pay all outstanding Subordinate Debt in full in accordance with its terms.
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) amounts of Capital Facilities Charges as may have been pledged for such payment, (ii)
accrued or capitalized interest and (iii) any Investment Earnings transferred into such fund or
account and available for such purposes.
(D) APPLICATION OF CAPITAL FACILITIES CHARGES. All Capital Facilities
Charges received with respect to the water portion of the Utility System shall be deposited upon
receipt into the Water System Capital Facilities Charges Account, and all Capital Facilities Charges
received with respect to the sewer portion of the Utility System shall be deposited upon receipt into
the Wastewater System Capital Facilities Charges Account.
(E) USE OF AMOUNTS ON DEPOSIT IN FUNDS AND ACCOUNTS. 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 ) CAPITAL FACILITIES CHARGES FUND. Moneys on deposit in the
Capital Facilities Charges Fund shall be used first for the purpose of supplementing the Net
Revenues to the extent necessary to make the required deposits into the Sinking Fund and accounts
therein when the other Pledged Revenues are insufficient therefor. Thereafter, Capital Facilities
Charges may be used to pay (1) Futures and (2) the cost of Expansion Facilities.
(2) REVENUE FUND. Moneys on deposit in the Revenue Fund shall be used
only to make the required deposits into the funds and accounts as provided in Section 3.03(C)(1)-(6)
hereof and, thereafter, may be applied as provided in Section 3.03(C)(7) hereof or may be retained
in the Revenue Fund.
(3) SINKING FUND. Moneys on deposit in the Sinking Fund shall be used
only to pay the principal of and interest on the Bonds as provided herein.
(4) BOND AMORTIZATION ACCOUNT. Moneys held for the credit of the
Bond Amortization Account shall be applied to the retirement of Term Bonds of each Series or
installment of Bonds, to the extent of the Amortization Installment, if any, for such Bond Year for
the Term Bonds of each such Series or installment then Outstanding, and if the amount available in
{5000102/0001 0866.DOCv3}
10866/5000.02
25
such Bond Year shall not be sufficient therefor, then in proportion to the Amortization Installment,
if any, for such Bond Year for the Term Bonds of each such Series or installment then Outstanding.
Notwithstanding the provisions of the preceding paragraph, the County may
purchase Term Bonds then Outstanding at the most advantageous price obtainable with reasonable
diligence, such price not to exceed the principal amount of such Term Bonds. No such purchase
shall be made by the County within the period of forty-five (45) days immediately preceding any
Interest Payment Date on which Term Bonds are subject to call for redemption, except from
moneys in excess of the amounts set aside or deposited for the redemption of Term Bonds on such
date.
(5) RESERVE ACCOUNT. Moneys in the Reserve Account shall be used only
for the purpose of the payment of interest on or principal (including Amortization Installments) of
the Bonds when the other moneys allocated to the Sinking Fund are insufficient therefor, and for no
other purpose. The Countý will deliver a demand for payment to a Reserve Account Credit Facility
Issuer at least three days before funds available thereunder are needed. Moneys and Reserve
Account Credit Facilities on deposit in the Holiday Pines Subaccount shall be available only for the
purpose of paying debt service on the Holiday Pines Bonds, and the moneys on deposit in the North
Hutchinson Island Subaccount shall be available only for the purpose of paying debt service on the
North Hutchinson Bonds. If the Reserve Account or a subaccount therein contains more than one
Reserve Account Credit Facility, draws shall be pro rata against all Reserve Account Credit
Facilities on the basis of the face amounts thereof. Any cash or Authorized Investments on deposit
in the Reserve Account, or a subaccount therein, must be withdrawn before any draws against a
Reserve Account Credit Facility and any Reserve Account Credit Facility shall be restored or repaid
from the first available moneys after all required current payments have been made into the Sinking
Fund and accounts therein before restoring any amounts of cash or Authorized Investments in such
Reserve Account or subaccount therein.
Upon the issuance of Additional Parity Bonds, additional cash or Authorized
Investments shall be deposited into the Reserve Account or additional Reserve Account Credit
Facilities shall be purchased from the proceeds of such Additional Parity Bonds, or from other
moneys of the County available therefor, in order to make the Reserve Account Value at the time of
issuance thereof equal to the Reserve Account Requirement.
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
County will deliver a demand for payment to a Reserve Account Credit Facility issuer at least three
days before funds available thereunder are needed. Any Reserve Account Credit Facility must be
issued by a Credit Facility Issuer rated in the highest category by S&P and Moody's and, if rated by
A. M. Best & Company, in their highest rating category.
F or so long as the Holiday Pines Bonds remain Outstanding the Holiday Pines
Reserve Account Credit Facility shall be solely for the benefit of the Holiday Pines Bonds.
{5000102/000 I 0866.DOCv3}
10866/5000.02
26
The Authorized Investments on deposit in the Reserve Account shall be valued
annually, or more frequently if required by a Credit Facility Issuer, as of the last day of the Fiscal
Year at their fair market value exclusive of accrued interest. Any Reserve Account Credit Facilities
shall be valued at the amount ofthe Reserve Account Credit Facility Coverage. If and whenever the
Reserve Account Value exceeds the Reserve Account Requirement on all then Outstanding Bonds,
such excess may be withdrawn and applied, first, to pay any Reserve Account Credit Facility Costs
and thereafter applied and allocated into the Renewal and Replacement Fund, or if the Renewal and
Replacement Fund Requirement is then on deposit in the Renewal and Replacement Fund, then into
the Revenue Fund. Deficiencies in the Reserve Account Value resulting from a decline in market
value of the Authorized Investments, a draw on a Reserve Account Credit Facility, or a withdrawal
therefrom shall be restored no later than twelve (12) months from the date of valuation, draw, or
withdrawal.
(6) RENEWAL AND REPLACEMENT FUND. The moneys in the Renewal
and Replacement Fund shall be used only for the purpose of paying: (a) the cost of necessary
repairs, extensions, enlargements or additions to, or the replacement of Facilities of, the Utility
System; and (b) the principal of and interest on the Bonds when due if the moneys on deposit in the
Sinking Fund and accounts therein are ever insufficient therefor, and any amounts so withdrawn are
required to be restored pursuant to Section 3.03(C)(5)(b).
(7) SUBORDINATE DEBT SERVICE FUND. Moneys on deposit in the
Subordinate Debt Service Fund and accounts therein may be used only for payment of debt service
on Subordinate Debt, in such manner as shall be specified in the proceedings authorizing such
Subordinate Debt.
(F) INVESTMENT OF MONEYS IN FUNDS AND ACCOUNTS. All moneys
on deposit in the funds and accounts created hereunder may be invested and reinvested only in
Authorized Investments; such Authorized Investments shall mature or be redeemable at par at the
option of the County not later than the respective dates when such moneys will be required for the
purposes of such funds and accounts; and provided that at no time shall any moneys constituting
gross proceeds of Bonds be used in any manner to cause or result in a "prohibited payment" under
applicable regulations pertaining to, or in any other fashion as would constitute failure of
compliance with, Section 148 of the Code.
Moneys in the Sinking Fund, other than the Reserve Account, may be invested in
Authorized Investments maturing not later than the respective dates that such moneys will be
needed for the payment of interest and principal (including Amortization Installments) on Bonds.
Amounts, if any, held in the Sinking Fund representing capitalized interest shall be
invested only in Federal Securities during any period in which a Credit Facility for Bonds, the
proceeds of which were used to provide such capitalized interest, shall be in effect. In the case of
the Reserve Account, investments shall mature not later than five (5) years from the date of
investment, and Investment Earnings thereon shall be retained in such account to the extent
necessary to maintain therein a Reserve Account Value equal to the Reserve Account Requirement,
or may be transferred to the Sinking Fund or to the Revenue Fund.
{50oo/02/000 1 0866.DOCv3 }
10866/5000.02
27
Investment Earnings related to any Capital Facilities Charges shall be held and
applied for the same purposes to which such moneys are restricted by the tenns of this resolution or
any resolution adopted in connection with the issuance of any applicable Series or installment.
Investment Earnings on moneys in the Renewal and Replacement Fund shall be deposited into the
Revenue Fund upon receipt.
(G) APPLICATION OF NET PROCEEDS OF INSURANCE OR
CONDEMNATION. All Net Proceeds of Insurance or Condemnation shall be deposited, at the
option of the County and subject to applicable supplemental bond resolutions for any Bonds, but
subject to the limitations hereinafter described, either (i) into the Renewal and Replacement Fund
(or if such proceeds or award relate to any Project then under construction, such funds shall be
deposited in the account created for such Project in the Project Fund) and used to remedy the loss,
damage or taking for which such proceeds are received, either by repairing the damaged property or
replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds,
or (ii) and subject to the applicable supplemental bond resolutions for any Bonds, into the Sinking
Fund for the purpose of purchasing or redeeming Bonds.
The County shall not be entitled to transfer insurance proceeds or condemnation awards into
the Renewal and Replacement Fund (or Project Fund) pursuant to clause (i) above (and such
proceeds and awards shall be transferred to the Sinking Fund pursuant to clause (ii) above) unless
there shall have been filed with the Board within a reasonable time (i) a certificate from an
Independent Consultant that such Net Proceeds, together with other amounts available for such
purposes, will be sufficient to repair, rebuild, replace or restore such property to substantially the
same condition as it was in prior to condemnation or destruction (taking into consideration any
changes, alterations and modifications that the County may desire and the Independent Consultant
shall have approved in writing), (ii) an opinion from the Independent Consultant that the Utility
System can be repaired, rebuilt, replaced or restored within two (2) years following the destruction
or condemnation thereof and (iii) an opinion of an Independent Consultant that, in each of the three
(3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the
County will be compliance with its obligations hereunder. If the certificate described in clause (i)
above is not rendered because such Net Proceeds, together with other amounts available for such
purposes, are insufficient for such purposes, the County may deposit other available funds
(including proceeds from Bonds) in the Project Fund in an amount required to enable the
Independent Consultant to render such certificate.
Proceeds received from such insurance and condemnation awards shall not be deemed Net
Revenues or other Pledged Revenues for purposes of the rate covenant of the County or the
financial requirements for the issuance of Additional Parity Bonds.
(H) UNCLAIMED MONEYS. Any moneys deposited into the Sinking Fund,
including the Bond Amortization Account( s) therein, for the payment of principal of, premium, if
any, and interest on the Bonds and remaining unclaimed for a period of one (1) year from the date
on which such moneys were due to pay maturing principal of, premium, if any, or interest on such
Bonds may be withdrawn by the County and used for any lawful purpose; provided that (1) 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; (2) such
withdrawal shall not affect the right, to the extent existing under the provisions of this resolution or
{5000/02/000 I 0866.DOCv3}
10866/5000.02
28
of the laws of the State, of the Registered Owner of such Bonds to payment of the principal and
interest thereon to the Interest Payment Date with respect to which such moneys were originally
deposited.
(End of Article III)
{5000/02/000 1 0866.DOCv 3 }
10866/5000.02
29
ARTICLE IV
APPLICATION OF BOND PROCEEDS; PROJECT FUND
All moneys received trom the sale of any or all Bonds authorized and issued pursuant to this
resolution, shall be disbursed as provided by subsequent resolution of the Board adopted prior to the
time of issuance of such Series.
The moneys on deposit in the Project Fund shall be withdrawn, used and applied by the
County solely for the payment of Project Costs and purposes incidental thereto, as described and set
forth in the resolution authorizing the particular Series of Bonds. All expenditures or disbursements
trom the Project Fund shall be made only after such expenditures or disbursements shall have been
approved by the County.
All funds on deposit in any Project Fund, which in the opinion of the County, are not
immediately necessary for expenditure, as hereinabove provided, may be invested in Authorized
Investments, maturing at such time or times as such moneys will be needed for the purposes of the
Project Fund or the particular subaccount. All income derived trom such investments shall be
retained in the Project Fund and used to pay Project Costs, unless otherwise required by the terms of
any tax compliance certificate delivered in connection with any Series of Bonds.
If, for any reason, the moneys on deposit in any Project Fund, or any part thereof, are not
necessary for or are not applied to the payment of applicable Project Costs, then, upon receipt of an
opinion of Bond Counsel to the effect that such deposit and application will not adversely affect the
exclusion from gross income for federal income tax purposes of interest on such Series of Bonds,
the unapplied proceeds shall be applied and deposited by the County (1) first, into the Sinking Fund
to the extent of any deficiency therein, (2) second, into the Reserve Account to the extent of any
deficiency therein, (3) third into the Renewal and Replacement Fund to the extent of any deficiency
therein, and (4) fourth, to pay the cost of any additional Facilities which the County shall have
determined to be useful in connection with the Utility System.
(End of Article IV)
{5000/02/000 I 0866.DOCv3 }
10866/5000.02
30
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 the 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, and all amounts due and owing to the Credit Facility Issuer, or (b) until all Bonds
have been defeased in accordance with Section 6.04 hereof, the County covenants with the
Registered Owners of any and all of the Bonds issued pursuant to this resolution and with any
Credit Facility Issuer as follows:
(A) RATE COVENANT. The County will fix, establish and maintain such
rates and collect such fees, rentals, or other charges for the services and Facilities of the Utility
System, and will revise the same from time to time whenever necessary, so as to provide Net
Revenues in each Fiscal Year, commencing with the Fiscal Year beginning October 1, 2005, equal
to the amounts set forth in either (a) both subparagraphs (i) and (ii) below, or (b) subparagraph (iii)
below:
(i)Net Revenues (exclusive of Guaranteed Revenue Fees) equal to (a) one hundred ten
percent (110%) of the Debt Service Requirement on the Bonds for such Fiscal Year,
plus (b) one hundred percent (100%) of the required deposits into (1) the Reserve
Account (less any portion thereof to be deposited from proceeds of Bonds) together
with any amounts of Reserve Account Credit Facility Costs payable in such Fiscal
Year, (2) the Renewal and Replacement Fund in such Fiscal Year, and (3) the
Subordinate Debt Service Fund in such Fiscal Year,
or
(ii) (A) Net Revenues (including Guaranteed Revenue Fees), together with Capital
Facilities Charges available in such Fiscal Year, equal to (a) one hundred twenty
percent (120%) of the Debt Service Requirement on the Bonds for such Fiscal Year,
plus (b) one hundred percent (100%) of the required deposits into (1) the Reserve
Account (less any portion thereof to be deposited from proceeds of Bonds) together
with any amounts of Reserve Account Credit Facility Costs payable in such Fiscal
Year, (2) the Renewal and Replacement Fund in such Fiscal Year, and (3) the
Subordinate Debt Service Fund in such Fiscal Year.
and
(iii) (B) Net Revenues (exclusive of Guaranteed Revenue Fees) equal to (a) one
hundred percent (100%) of the Debt Service Requirement on the Bonds for such
Fiscal Year, plus (b) one hundred percent (100%) of the required deposits into (1) the
{5000/02/000 1 0866.DOCv3}
10866/5000.02
31
Reserve Account (less any portion thereof to be deposited from proceeds of Bonds)
together with any amounts of Reserve Account Credit Facility Costs payable in such
Fiscal Year, (2) the Renewal and Replacement Fund in such Fiscal Year, and (3) the
Subordinate Debt Service Fund in such Fiscal Year.
The County further covenants that, from time to time and as often as shall be necessary, it
will revise rates, fees and charges of the Utility System or the Operating Expenses and methods of
operations of the Utility System as may be necessary or proper so that Net Revenues in each Fiscal
Year will, subject to applicable requirements and restrictions imposed by law, not be less than the
amount required for such Fiscal Year under this Section 5.01(A). The County further covenants and
agrees that it will annually, within thirty (30) days after adoption of the annual budget, revise its
rates, fees and charges to the extent necessary to cause the estimated Net Revenues during the Fiscal
Year to which such budget pertains to be not less than the amount required by this Section 5.01(A).
(B) OPERATION AND MAINTENANCE. The County will maintain the
Utility System and all parts thereof in good condition, and will operate the same in an efficient and
economical manner, making such expenditures for equipment and for renewal, repair and
replacement as may be proper for the economical operation and maintenance thereof and, subject to
the provisions of this resolution, will continuously operate the Utility System as a revenue
producing enterprise of the County until all of the Bonds and the interest thereon, are finally paid
and retired, or until the lien of the Bonds upon the Pledged Revenues has been defeased in
accordance with the provisions of Section 6.04 hereof and all amounts due and owing to any Credit
Facility Issuers shall have been paid.
(C) INSPECTION AND REPORT. The County will cause the Facilities of the
Utility System to be inspected by the Consulting Engineers at least once every three (3) years.
Following such inspection, the Independent Consultant shall prepare and file with the County its
report stating its conclusions as to the condition of the Utility System and recommendations as to
any needed capital improvements or maintenance with respect thereto, and the County shall make
such report generally available to any Rating Agency, Credit Facility Issuer and Registered Owner
upon request at such party's expense.
(D) INSURANCE. The County will carry with a reputable insurance carner or
carners such insurance as is customarily carned by county governments owning and operating
facilities similar to the Utility System, including (i) liability insurance, for which the County may
upon appropriate authorization by the Board be a self-insurer on a sound actuarial basis, and (ii)
insurance against loss or damage by fire, explosion, hurricane, earthquake, cyclone, occupancy or
other hazards and risks in an amount or amounts equal to the full insurable value of the buildings,
properties, furniture, fixtures and equipment of the Utility System. All insurance shall be carned for
the benefit of the County and, to the extent herein provided, the Registered Owners and any Credit
Facility Issuer.
(E) ANNUAL BUDGET; BOOKS AND RECORDS; AUDIT. The County
shall prepare and adopt an initial budget in connection with the acquisition of the Utility System and
thereafter on or prior to the beginning of each Fiscal Year, shall prepare and adopt a detailed budget
of the estimated revenues and expenditures for the Utility System during its current or such next
succeeding Fiscal Year, as applicable, and shall provide any Rating Agency and Credit Facility
{5000/02/000 1 0866.DOCv3 }
10866/5000.02
32
Issuer with a copy thereof at the earliest practicable date, upon request and at such party's expense.
No expenditure for the Utility System shall be made in any Fiscal Year in excess of the amount
provided therefor in such budget, as revised pursuant to law.
The County will keep books and records of the Utility System, which shall be separate and
apart ITom all other books, records and accounts of the County, and in which complete and correct
entries shall be made, in accordance with Accounting Principles, of all transactions relating to the
Utility System. Any Rating Agency, Credit Facility Issuer and any Registered Owner of Bonds
issued pursuant to this resolution shall have the right at all reasonable times to inspect the Utility
System and all parts thereof, and all records, accounts and data ofthe County relating thereto.
The County shall, within one hundred eighty (180) days after the close of each Fiscal Year,
cause the books, records and accounts of the Utility System (known as the Utility System's
"Enterprise Fund") for such preceding Fiscal Year to be properly audited by the Independent
Certified Public Accountants, and shall file with the County such report; the County shall mail upon
written request, and make available generally, said report, or a reasonable summary thereof, to any
Rating Agency, Credit Facility Issuer, and any Registered Owner of Bonds issued pursuant to this
resolution.
(F) SALE OF THE UTILITY SYSTEM CONSOLIDATION. (i) The Utility
System may be sold, mortgaged, leased or otherwise disposed of only as a whole or substantially as
a whole, and only if the net proceeds to be realized from such transaction shall be sufficient (i) fully
to retire all of the Bonds and all other obligations outstanding pursuant to the provisions of this
resolution which have a lien on the Pledged Revenues or (ii) to defease the Bonds pursuant to
Section 6.04 hereof. The proceeds from such sale, mortgage, lease or other disposition of the Utility
System pursuant to this paragraph (i) shall be used only for the purpose of providing for the
payment of the principal of and interest on the Bonds and other obligations outstanding pursuant to
the provisions of this resolution as the same shall become due, or for the redemption of callable
Bonds, provided, however, that any excess of such proceeds not needed for such purpose may be
used by the County for any purpose pennitted by law.
(ii) The foregoing provision notwithstanding, the County shall have
and hereby reserves the right to sell, lease or otherwise decommission, dispose of and/or abandon
any of the property comprising a part of the Utility System which may hereafter be detennined in
the manner provided herein to be no longer necessary, useful, or profitable in the operation thereof.
Prior to any such sale, lease, or other disposition of said property pursuant to this paragraph (ii) the
duly authorized officer in charge of such Utility System shall make a finding in writing detennining
that such property comprising a part of said Utility System is no longer necessary, useful or
profitable in the operation thereof. Any such property so detennined and deemed to be no longer
necessary, useful or profitable, and upon such officer's written detennination, may be
decommissioned, disposed of and/or abandoned in a transaction wherein no proceeds and/or
moneys are received by the County. If the disposition is for consideration and (a) if the amount to
be received as a result of such sale or other disposition is in excess of $25,000, such finding shall be
approved by resolution of the Board; and, (b) if the amount to be received as a result of such sale or
other disposition is in excess of $250,000, such finding shall be approved by the Independent
Consultant and by resolution ofthe Board, and written Notice thereof shall be provided to the Credit
Facility Issuer; and (c) if the amount to be received in the aggregate as a result of all such sales or
{5000/02/000 1 0866.DOCv3}
10866/5000.02
33
other dispositions over an l8-month period is in excess of $1,000,000, such finding shall
additionally be subject to the approval of the Credit Facility Issuer. Any proceeds of such sale or
other disposition shall be deposited in the Renewal and Replacement Fund created by this resolution
and used only as provided herein for moneys on deposit in such fund. Such payment of such
proceeds into said Renewal and Replacement Fund shall not reduce the amounts required to be paid
into said fund by other provisions of this resolution.
(iii) The foregoing provision notwithstanding, the County shall have
and hereby reserves the right to sell, lease, or transfer operating control of, or otherwise dispose of,
the property comprising the Utility System as a whole to any public board or body, whether created
by the County or created pursuant to the laws of the State, for the purpose of owning and operating
the Utility System, whether independent of or together with any other utility systems of the County.
Any such transfer shall be expressly made subject to the rights of the Registered Owners of any
Bonds issued hereunder, and in particular subject to the lien upon the Pledged Revenues of the
Bonds.
(iv) The foregoing provisions not withstanding, the County shall have
the right to merge or consolidate the Utility System with any other County-owned and/or operated
utility system and to combine the Revenues and the Capital Facilities Charges with corresponding
receipts from the other utility system, and to subject such combined Revenues, Capital Facilities
Charges and receipts to the lien of the Bonds and any obligations secured by the receipts of such
other utility system, provided that the requirements of Section 5.01 (L )(3) hereof are satisfied.
(G) ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF
REVENUES. The County will not issue any other obligations, except Additional Parity Bonds
hereafter issued under the conditions and in the manner provided herein, payable ftom 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 Bonds
issued pursuant to this resolution and the interest thereon, upon any of the Pledged Revenues. Any
other obligations issued by the County, in addition to the Bonds authorized by this resolution or
Additional Parity Bonds provided for in Subsection 5.0l(H) below, shall contain an express
statement that such obligations are junior, inferior, and subordinate in all respects to the Bonds
issued pursuant to this resolution and any such Additional Parity Bonds as to lien on and source and
security for payment ftom the Pledged Revenues, and in all other respects.
(H) ISSUANCE OF ADDITIONAL PARITY BONDS. No Additional Parity
Bonds shall be issued after the issuance of any Bonds pursuant to this resolution, except upon the
following terms and conditions:
Additional Parity Bonds payable ftom the Pledged Revenues may be issued by the County
for the purposes of (a) financing the construction and acquisition of additions, extensions and
improvements to the Utility System, including Project Costs, or (b) paying Futures only if the
requirements of either (1) or (2) below have been met, as evidenced by the certificate of an
Independent Consultant or Independent Certified Public Accountant, as appropriate:
(1) (a) The Adjusted Net Revenues (excluding Guaranteed Revenue Fees) for the
Computation Period, hereinafter defined, shall have at least equalled the sum of:
{5000/02/0001 0866.DOCv3}
10866/5000.02
34
(i) one hundred ten percent (110%) of the Maximum Debt Service Requirement
on all Bonds to be Outstanding as of the date of such issuance, plus
(ii) one hundred percent (100%) of the Maximum Debt Service Requirement on
all Subordinate Debt to be Outstanding as of the date of such issuance, plus
(iii) amounts, if any, required to be deposited in the Reserve Account during
such Fiscal Years (less any portion thereof which is to be deposited from
proceeds of Bonds) together with any amounts of Reserve Account Credit
Facility Costs payable in such Fiscal Years, plus
(iv) amounts required to be deposited in the Renewal and Replacement Fund
during such period,
or
(2) The Adjusted Net Revenues (including Guaranteed Revenue Fees) together with the
Capital Facilities Charges for the Computation Period shall have equalled at least the
sum of:
(i) one hundred twenty percent (120%) of the Maximum Debt Service
Requirement on all Bonds to be Outstanding as of the date of such issuance,
plus
(ii) one hundred percent (100%) of the Maximum Debt Service Requirement on
all Subordinate Debt to be Outstanding as ofthe date of such issuance, plus
(iii) amounts, if any, required to be deposited in the Reserve Account during
such Fiscal Years (less any portion thereof which is to be deposited from
proceeds of Bonds) together with any amount of Reserve Account Credit
Facility Costs payable in such Fiscal Years; plus
(iv) amounts required to be deposited in the Renewal and Replacement Fund
during such period;
Additional Parity Bonds may be issued without any financial tests for completion of any
Project, provided that such completion Bonds may be issued only in a principal amount not greater
than fifteen percent (15%) of the principal amount of Bonds initially issued to fund the applicable
Project, or may be issued without regard to the fifteen percent (15%) limitation upon the approval of
the Credit Facility Issuer and delivery to the County of a certificate of an Independent Consultant
stating that the proceeds of such completion Bonds will be sufficient to complete the acquisition,
construction and installation of such Project substantially in accordance with the plans and
specifications therefor in effect at the time of issuance of the Bonds originally issued for such
Project.
{5000/02/00010866.DOCv3 }
10866/5000.02
35
Additional Parity Bonds payable from the Pledged Revenues may be issued by the County
for Refunding purposes without regard to the foregoing tests, provided that the Maximum Debt
Service Requirement is not increased as a result of such Refunding. Additional Parity Bonds may
be issued in the form of Variable Rate Bonds only upon the prior written consent of the Credit
Facility Issuer.
For purposes ofthis Section 5.01(H):
(1) the term "Adjusted Net Revenues" shall mean the Net Revenues certified by the
Independent Certified Public Accountant, giving effect to the following adjustments, (provided each
such adjustment shall be certified by an Independent Consultant or Independent Certified Public
Accountant in a certificate or report which shall set forth the assumptions upon which it is based and
shall state that such assumptions, in the opinion of the Independent Consultant or Independent
Certified Public Accountant, as the case may be, form a reasonable basis for the conclusions
expressed therein).
(a) If the County, prior to the issuance of the proposed Series of Bonds, as
applicable (the "Applicable Bonds"), shall have put into effect an increase in the rates,
fees, rentals or other charges for the services of the Utility System, then Net Revenues
shall be adjusted to include the additional Net Revenues which would have been
received during the Computation Period if such increased rates, fees, rentals or other
charges had been in effect during all of such period.
(b) If the number of connections as of the first day of the month preceding the
month in which the proposed Applicable Bonds are to be issued exceeds the average
number of such connections during the most recent full Fiscal Year, then the Net
Revenues shall be adjusted to include the Net Revenues which would have been
received during the Computation Period if those additional connections had also been
connected to the Utility System during all of such period.
(c) If the County shall acquire by the issuance of the Applicable Bonds any
privately or publicly owned existing water system, sewer system or water and sewer
system then the Net Revenues during the Computation Period shall be increased by
adding to the Net Revenues during the Computation Period the additional Net
Revenues (to the extent such amounts were not reflected in such Net Revenues)
which, on the basis of operating data pertaining to the acquired system during the
Computation Periods, would have been derived from such existing water system,
sewer system, or other utility system as if such existing water system, sewer system or
other utility system had been operated by the County as a part of the Utility System
during the Computation Period.
(d) If the County shall have entered into a contract, which contract shall be for a
duration of not less than the final maturity of the proposed Applicable Bonds, with
any public body whereby the County shall have agreed to furnish services for the
collection, treatment or disposal of sewage or agreed to furnish services in connection
with any water system or other utility system, then the Net Revenues during the
Computation Period shall be increased (to the extent such amounts were not reflected
{5000/02/0001 0866.DOCv3}
10866/5000.02
36
in such Net Revenues) by the mImmum amount which such public body shall
guarantee, under a legally enforceable agreement with the County, to pay in any
Fiscal Year for the furnishing of such services by the County, after deducting from
such payment the estimated additional Operating Expenses attributable in such Fiscal
Year to such services.
(e) The Net Revenues shall be increased (to the extent the following amounts are
not otherwise reflected in Net Revenues) by the amount of additional Net Revenues
which would have been received during the Computation Period from any existing
occupied structures which are to be connected to the Utility System within the
following eighteen (18) months of the issuance of the Applicable Bonds.
(f) Net Revenues shall reflect any adjustments necessary for any period during the
Computation Period in the opinion of an Independent Consultant or Independent
Certified Public Accountant to reflect government ownership of the Utility System or
any Facilities constituting a part thereof.
(2) "Computation Period" means (a) any twelve (12) consecutive of the eighteen
(18) complete calendar months or (b) the most recent complete Fiscal Year, in either case
immediately preceding the date of issuance of Additional Parity Bonds.
No Additional Parity Bonds for the purpose of constructing additions, extensions or
improvements to the Utility System including Project Costs, shall be issued at any time, however,
unless all of the payments into the respective funds and accounts provided for in this resolution,
shall have been made in full to the date of issuance of such Additional Parity Bonds, and the County
shall be in substantial compliance with the covenants, agreements and terms of this resolution.
Each resolution authorizing the issuance of Additional Parity Bonds shall recite that all of the
covenants herein contained will be applicable to such Additional Parity Bonds.
(I) SERVICES RENDERED TO THE COUNTY; PREFERENTIAL
RATES. The County will not render or cause to be rendered any free services of any nature by the
Utility System, or any part thereof, nor will any preferential rates be established for users of the
same class; in the event the County or any department, agency, or instrumentality, or any officer or
employee thereof, shall avail itself of the facilities or services provided by said System, or any part
thereof, the same rates, fees, or charges applicable to other customers receiving like services under
similar circumstances shall be charged to the County and to any such department, agency,
instrumentality, officer, or employee. Such charges shall be paid as they accrue, and the County
shall transfer from its general funds sufficient sums to pay such charges. The moneys so received
shall be deemed to be Gross Revenues derived from the operation of the Utility System, and shall be
deposited and accounted for in the same manner as other Gross Revenues derived from the
operation of said Utility System.
The foregoing paragraph shall not require the County to have the same rates for different
classes of users or for users of the services and Facilities of said System residing or located within
different areas of the County, and the County may have different rates for different classes of users
or for users of the services and Facilities of said System located outside the boundaries of the
{5000/02/000 1 0866.DOCv3 }
10866/5000.02
37
County, as long as such rates comply with the foregoing paragraph, insofar as they relate to the
users within any class or any particular area or areas located without the County.
(J) MANDATORY CONNECTION; UNIFORM SERVICE AND
EXTENSION POLICY. The County will, to the full extent pennitted by law, require all persons,
lands, buildings, and structures located within the Service Area or which can use the facilities and
services of the Utility System to use the facilities and services of the Utility System. The Unifonn
Service and Extension Policy shall apply throughout the Service Area with respect to the Utility
System.
(K) ENFORCEMENT OF COLLECTIONS. The County will diligently
enforce and collect all fees, rentals, or other charges for the services and facilities of the Utility
System and all parts thereof. The Board will establish written policies regarding the enforcement of
collections of such fees, rentals, and other charges and will take all steps, actions and proceedings
for the enforcement or collection of such fees, rentals or other charges to the full extent pennitted or
authorized by law, consistent with such reasonable policy. The County will, to the full extent
pennitted by law and consistent with sound business judgment, establish written policies consistent
with sound business judgment for the disconnection from the Utility System of any customer who
fails to pay for services rendered by the Utility System, and shall enforce such policies diligently
and fairly.
(L) NO COMPETING FACILITIES; CONSOLIDATION. (1) The County,
to the extent pennitted by law, will not grant any franchise, license, or pennit, or cause or
voluntarily agree to the granting of any franchise, license, or pennit, for the construction or
operation of any facilities which will be competitive with the services and facilities of the Utility
System; provided, however, that this subsection shall not affect the vested rights of any persons,
finns, or corporations now owning or operating such facilities.
(2) Notwithstanding the foregoing provisions, the County shall be authorized to
construct or acquire other non-competing utility systems providing products and services similar to
those provided by the Utility System in areas of the County geographically distinct from those then
currently served by the Utility System, and none of the revenues derived from such other
non-competing utility systems shall be deemed to be Gross Revenues of the Utility System pursuant
to this resolution; provided, however, that if the County shall furnish products and services from the
Utility System to any other non-competing utility systems, which the County is hereby authorized to
do, it shall do so at rates comparable to the rates charged to other customers served by the Utility
System and the revenues so derived from said other non-competing utility systems shall be
deposited in the Revenue Fund created and established by this resolution, and shall be deemed to be
Gross Revenues derived from the operation of the Utility System as fully and to the same extent as
other Gross Revenues derived from the operation of the Utility System.
(3) The County is further authorized and empowered to combine and consolidate the
Utility System with any other water systems, sewer systems or combined utility, whether located
within or without the County, and whether acquired or constructed by the County, and after such
combination and consolidation, such systems shall thereafter be deemed to be one system and
subject to the provisions of the resolution governing the issuance of debt for the system deemed by
the County to be the surviving system; provided, that: (a) the coverage test prescribed in Section
{5000/02/0001 0866.DOCv3}
10866/5000.02
38
5.01(H)(1) of this resolution for the issuance of Additional Parity Bonds must be (i) satisfied at the
time of such consolidation and (ii) be projected by the Independent Consultant to be satisfied in
each of the three (3) Fiscal Years following the consolidation, treating the senior lien obligations
outstanding under the resolution for the utility system with which the Utility System is being
combined and consolidated as Additional Parity Bonds for purposes of such coverage test, and (b)
the rate covenant contained in Section 5.01(A) of this resolution must be satisfied at all times while
any Bonds issued under this resolution remain Outstanding, treating both the Bonds Outstanding
under this resolution and the senior lien obligations outstanding under the resolution for the utility
system with which the Utility System is being combined and consolidated as "Bonds" for purposes
of such rate covenant; (c) the Independent Consultant shall certify as the good condition of the other
utility system; and (e) any Credit Facility Issuer shall have given its prior written consent to such
combination.
(M) 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 103(a) of 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.
(N) PAYMENT. The County will duly and punctually payor cause to be
paid from the Pledged Revenues the Debt Service on the Bonds.
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 agents on the due date thereof sufficient funds to
pay maturing principal of, Amortization Installments of, if any, and interest on the
Bonds; or
(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 3.03(C)(1)
through (6) hereof; or
(3) fail to comply in any material respect with any other covenant made in the
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
{5000/02/0001 0866.DOCv3}
10866/5000.02
39
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 and Reserve Account Credit Facility Issuer may waive any such defect if
compliance shall be determined to be impossible of performance; 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.
The County will provide or cause to be provided immediate notice to the Credit Facility Issuer of
any payment default and notice within thirty (30) days of any other event of default of which the
Paying Agent shall have received notice.
SECTION 5.03. REMEDIES. The Registered Owners of twenty-five per centum (25%) in
principal amount of not less than of Bonds issued under the provisions of this resolution or any
Credit Facility Issuer while the Bonds secured by it are Outstanding, or any trustee acting for such
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, available under the laws of the State of Florida; provided, however, that there will
be no right to force any acceleration of payment with respect to the Bonds without the consent of
the Credit Facility Issuer. Any such Registered Owner or trustee may enforce and compel the
performance of all duties required by this resolution or by any applicable statutes to be performed
either by the County or by any officer thereof, including the fixing, charging, and collecting of rates,
fees or other charges for the services and facilities ofthe Utility System.
The Registered Owners of Bonds in an aggregate principal amount of not less than
twenty- five per centum (25%) in aggregate principal amount of Bonds issued under this resolution
then Outstanding or any Credit Facility Issuer while the Bonds secured by it are Outstanding may,
by a duly executed certificate in writing, appoint a trustee for Registered Owners of Bonds issued
pursuant to this resolution 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 or any Credit Facility Issuer, and shall be filed in the office of the Clerk or Deputy
Clerk of the Circuit Court, ex Officio Clerk or Deputy Clerk of the Board and with the Chairman or
Vice-Chairman.
Upon the occurrence of any Event of Default, any such authorized trustee may, and upon the
written request of the Registered Owners of not less than twenty-five per centum (25%) in
aggregate principal amount of the Outstanding Bonds shall, declare the principal amount of and
premium, if any, on all of the Outstanding Bonds (if not then due and payable), and the interest
accrued thereon, to be due and payable immediately. However, no such acceleration shall be
effective without the prior written consent of the Credit Facility Issuer. The declaration shall be
{5000/02/0001 0866.DOCv3}
10866/5000.02
40
made by a notice in writing delivered to the County. Upon that declaration, that principal and
premium, if any, and interest on Outstanding Bonds accelerated in accordance with this Section
shall become and be due and payable immediately.
No later than five days after such declaration, the trustee shall mail written notice of the
acceleration to the same parties and in the same manner as is provided herein with respect to notice
of redemption of Bonds; provided, that no failure to receive notice by mailing, and no defect in any
notice as to any Bond or Registered Owner, shall affect the validity of the acceleration as to such
Bond or Registered Owner or any other Bond or Registered Owners. The notice shall specify the
date on which payment of the principal, premium, if any, and interest shall be tendered to the
Registered Owner. Pursuant to the notice, interest on the Bonds shall accrue to the date determined
by the trustee for the tender of payment to the Registered Owner; provided that to the extent any
principal amount of Outstanding Bonds remains unpaid because sufficient moneys are not available
to the trustee to pay such principal amount on the date determined by the trustee for the tender of
payment to the Registered Owners of those Bonds, interest shall continue to accrue after the date
determined by the trustee for the tender of payment to the Registered Owners of those Bonds:
The provisions of the preceding paragraph are subject, however, to the condition that if, at
any time after a declaration of acceleration and prior to the entry of a judgment in a court for
enforcement hereunder (after an opportunity for hearing by the County):
(i) all sums payable hereunder (other than the principal of and interest on Bonds
which shall not have reached their stated maturity dates, but which are due and
payable solely by reason of the declaration of acceleration), together with, to the
extent permitted by law, interest on any overdue installments of interest at the rate
borne by the Bonds in respect of which the Event of Default shall have occurred shall
have been duly paid, or provision shall have been duly made therefore by deposit with
the trustee or any paying agent;
(ii) all existing Events of Default shall have been cured; and
(iii) rescission of the declaration of acceleration would not conflict with any judgment
or decree;
then, in every case, the trustee may, and with the consent of the Registered Owners of a majority in
aggregate principal amount of the Bonds shall, waive the Event of Default and its consequences and
shall rescind and annul the declaration of acceleration. No waiver or rescission and annulment shall
extend to or affect any subsequent Event of Default or shall impair any rights, remedies or powers
consequent thereon.
Regardless of whether a declaration of acceleration is made hereunder, upon the occurrence
and continuance of an Event of Default, the authorized trustee or the Registered Owners of
twenty-five per centum (25%) or more in aggregate principal of the Bonds then Outstanding may
pursue any available right, remedy or power to enforce the payment of Debt Service and the
observance and performance of any other covenant, agreement or obligation under this resolution or
any other instrument providing security, directly or indirectly, for the Bonds.
{5000/02/000 1 0866.DOCv3 }
10866/5000.02
41
No right, remedy or power conferred upon or reserved to the trustee or the Registered
Owners under this resolution is intended to be exclusive of any other available right, remedy or
power, but each right, remedy or power shall be cumulative and concurrent and shall be in addition
to every other right, remedy or power available hereunder or existing at law, in equity or by statute
or otherwise now or hereafter.
No exercise, beginning of the exercise, or partial exercise by the trustee or the Registered
Owners or the Credit Facility Issuer of anyone or more rights, remedies or powers shall preclude
the simultaneous or later exercise by the trustee or the Registered Owners or the Credit Facility
Issuer of any other right, remedy or power. No delay or omission in the exercise of any right,
remedy or power accruing upon any Event of Default shall impair that or any other right, remedy or
power or shall be construed to constitute a waiver of any Event of Default, but every right, remedy
or power may be exercised from time to time and as often as may be deemed to be necessary or
desirable.
Anything in this resolution to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default as defined herein, the Credit Facility Issuer shall be entitled to
control and direct the enforcement of all rights and remedies granted to the Registered Owners for
the benefit of the Registered Owners under this resolution.
SECTION 5.04 CREDIT FACILITY PROVISIONS. For so long as the Holiday Pines
Bonds are outstanding, the County agrees to comply with the provisions of Exhibit A hereto with
respect to the Holiday Pines Bonds. For so long as the North Hutchinson Bonds are outstanding,
the County agrees to comply with the provisions of Exhibit B hereto with respect to the North
Hutchinson Bonds.
(End of Article V)
{5000/02/000 I 0866.DOCv3}
10866/5000.02
42
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01. SALE OF BONDS. Bonds may be issued and sold at public sale, private
placement, or negotiated sale at one time or in installments rrom time to time and at such price or
prices consistent with the provisions of the Act, the laws of the State, and the requirements of this
resolution. The County Administrator is authorized to cause to be prepared a notice of sale or other
advertisement for the sale of the Bonds and to certify pursuant to Rule 15c2-12 of the Securities and
Exchange Commission as to any preliminary official statement used on behalf of the County in
connection therewith.
SECTION 6.02. NOTICES TO CREDIT FACILITY ISSUER; CREDIT FACILITY
ISSUER DEEMED SOLE BONDOWNER AND A PARTY IN INTEREST; PAYMENTS
UNDER THE CREDIT FACILITIES. 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.
Notwithstanding any other provisions of this resolution to the contrary, the Credit Facility Issuer
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 the Resolution for which a Credit Facility Issuer shall consent in replacement ofthe
Registered Owners, notice of such amendment or modification along with a copy of such
supplemental resolution shall be sent to each Rating Agency at least twenty (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 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 determining whether the rights of Registered Owners are
adversely affected by actions taken pursuant to the terms and provisions of the Resolution.
The Credit Facility issuer shall be included as a party in interest and as a party entitled to (i)
notify the Paying Agent or any trustee or the County to intervene in judicial proceedings that affect
the Bonds or the security therefor. The trustee, the Paying Agent and the County shall be required
to accept notice of default rrom the Credit Facility Issuer.
The specific provisions with respect to the Holiday Pines Credit Facility and the North
Hutchinson Island Credit Facilities are attached hereto as Exhibit A and Exhibit B, respectively, and
incorporated herein by reference as though fully set forth herein.
{5000/02/000 1 0866.DOCv3}
10866/5000.02
43
SECTION 6.03. NO RECOURSE. No recourse shall be had for the payment of the Debt
Service 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 6.04. 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 an
Independent Certified Public Accountant to make timely payment of the Debt Service on such
outstanding Bonds designated to be defeased, and receipt of an opinion of Bond Counsel to the
effect that such deposit has no adverse effect on the exclusion from gross income for federal income
tax purposes of interest on the 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 discretion of
the County in detennining whether to exercise any such option for early redemption.
Notwithstanding the foregoing, amounts paid by a Credit Facility Issuer under a Credit Facility or a
Reserve Account Credit Facility shall not be deemed paid for the purposes of this section and shall
remain due and owing hereunder until paid in accordance with this resolution.
SECTION 6.05. PAYMENTS DUE AND ACTS REQUIRED TO BE DONE ON DAYS
WHICH ARE NOT BUSINESS DAYS; TIME. The following provisions shall govern the
calculation of the time for perfonnance hereunder: (a) in any case where any payment of Debt
Service is required to be paid on a date which is not a Business Day, then such payment need not be
made on such date, but shall be made on the next succeeding Business Day, with the same force and
effect as if made on the date fixed for such payment, and no interest shall accrue on such payment
for the period after such date if such payment is made on such next succeeding Business Day; (b) in
any case where any act is required or any notice is required to be given hereunder on any day other
than a Business Day, then such act shall be done or such notice shall be given on the next
succeeding Business Day, with the same force and effect as if such act had been perfonned or such
notice had been given on the date required; and (c) all times for the making of any payment or the
perfonnance of any act, as provided in this resolution means the local time prevailing in the County
unless some other time is expressly provided for.
SECTION 6.06. MODIFICATION OR AMENDMENT. (a) No material modification or
amendment of this resolution or of any ordinance or resolution amendatory hereof or supplemental
hereto, may be made without the consent in writing of 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 ofthe Registered Owners ofthe Bonds then outstanding, for anyone or more of the following
purposes:
{5000/02/000 1 0866.DOCv3}
10866/5000.02
44
(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 terms hereof;
(4) to confirm 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 obtain a Credit Facility and/or Reserve Account Credit Facility for any Series
or installment of Bonds;
(7) to obtain a Rating Category for any Series or installment of Bonds;
(8) to assure compliance with the Code;
(9) to provide such changes which, in the opinion of the County, based upon such
certificates and opinions of the Independent Consultant, 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 terms 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 Bonds;
(10) 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 (other than as described in paragraphs (1) through (5) of paragraph
(b), above) shall be effective without the prior written consent to such modification or amendment
{5000/02/000 1 0866.DOCv 3 }
10866/5000.02
45
of the Credit Facility Issuer, and (3) no modification or amendment shall 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; nor shall any modification or amendment
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, without the consent of the Registered Owners of all such Bonds and any Credit
Facility Issuer.
A notice and a copy of any amendment or modification shall be sent to each of the Rating
Agencies at least twenty (20) days prior to the execution or adoption thereof; provided that failure to
send such notice shall not affect the validity of any such modification or amendment.
SECTION 6.07. 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 oflaw 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 of the Bonds.
SECTION 6.08. 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.
{5000/02/0001 0866. DOCv3 }
10866/5000.02
46
SECTION 6.09. EFFECTIVE DATE. This resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED by the Board of County Commissioners at a regular meeting
duly called and held this 27th day of September 2005.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
//'"
- .'\...... .,'
I '---/ \
j' "
By:" /(>:(j)yY?/),<U"~:~ ---;:":ì.tt¡;.l1'L.< )'l:fJ-r:h/ j
._ ,.or ' ~. ,.¡., ,,. ,/
Chair, Board of C~ufily! Commissioners
ATTEST:
APPROVED AS TO FORM AND
CO CTNESS:
{5000/02/0001 0866.DOCv3}
10866/5000.02
47
EXHIBIT A
HOLIDAY PINES BONDS CREDIT FACILITY PROVISIONS
In consideration of the issuance by the Credit Facility Issuer of the Holiday Pines Credit
Facilities, the County hereby covenants and agrees as follows:
A. Bond Registrar and Paving Agent. Any Paying Agent, Bond Registrar or other
fiduciary shall be a commercial bank with trust powers.
B. Pavments Under the Policv/Other Required 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, confinned 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,
confinned in writing by registered or certified mail.
4. The Paying Agent is hereby irrevocably designated, appointed, directed and
authorized to act as attorney-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
Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment fÌ'om 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 instrument 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
{5000/02/000 1 0866.DOCv3}
10866/5000.02
A-I
(but such assignment shall be delivered only if payment ITom 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 ITom 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 ITom proceeds of the Policy shall not be considered to discharge the
obligations of the County 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 County
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 ITom the County, with interest thereon as provided and solely ITom 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 ITom 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 Bonds, the County shall deliver to the
Bond Insurer a copy of the disclosure document, if any, circulated with respect to such additional 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.
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 ofMBIA's name and of any description of a transaction with MBIA and shall obtain MBIA's
prior consent as to the fonn and substance of the proposed use ofMBIA's name and any such description.
{5000/02/0001 0866.DOCv3}
10866/5000.02
A-2
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. Notices. Any notices required to be sent under the Commitment or the
Policy will be sent by registered or certified mail to: MBIA Insurance Corporation, 113 King
Street, Armonk, 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.
14. Authorized Investments shall to the extent required by the Bond Insurer,
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 form 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 permitted if they have been stripped by the agency itself):
1. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
3. Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration
Participation certificates
6. Government National Mortgage Association (GNMA or "Ginnie
Mae")
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
(not acceptable for certain cash-flow sensitive issues.)
7. U.S. Maritime Administration
Guaranteed Title XI financing
8. U.S. Department of Housing and Urban Development (RUD)
Project Notes
{5000/02/0001 0866.DOCv3}
10866/5000.02
A-3
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 Bank 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. Student Loan Marketing Association (SLMA or "Sallie
Mae")
Senior debt obligations
5. Resolution Funding Corp. (REFCORP) obligations
6. Fann 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.
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 - 1" 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.
{5000/02/0001 0866.DOCv3}
10866/5000.02
A-4
J. Federal funds or bankers acceptances with a maximum term 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 ("Repos") 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 firm
(seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal
entity to the dealer bank or securities firm with an agreement that the dealer bank or securities
firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a
specified date.
1. Repos must be between the municipal entity and a dealer bank or
securities 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 Repos contract must include the following:
a. Securities which are acceptable 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 Repos may be UP to 30 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 (if the trustee is supplying the collateral)
before/simultaneous with payment (perfection by possession of
certificated securities).
d. Valuation of Collateral
(1) The securities must be valued weeklv. marked-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 firm 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%.
{5000/02/0001 0866.DOCv3}
10866/5000.02
A-5
3. Legal opinion must be delivered to the County to the effect that the Repo
meets guidelines under state law for legal investment of public funds.
{5000/02/000 1 0866.DOCv3 }
10866/5000.02
A-6
EXHIBIT B
NORTH HUTCHINSON BONDS CREDIT FACILITY PROVISIONS
DEFINITIONS
In consideration of the issuance by the Credit Facility Issuer of the North Hutchinson Credit
Facilities, the County hereby covenants and agrees as follows:
The following definitions are those which Ambac Assurance recommends for the Financing Document:
"Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock
Insurance company.
"Financial Guaranty Insurance Policy" shall mean the financial guaranty insurance policy issued by
Ambac Assurance insuring the payment when due of the principal of and interest on the Obligations
as provided therein.
AMBAC ASSURANCE CONSENT LANGUAGE
Ambac Assurance requires that the Financing Document include the following consent provisions:
A. Consent of Ambac Assurance.
Any provision of this [Financing Document] expressly recognizing or granting rights in or to Ambac
Assurance may not be amended in any manner which affects the rights of Ambac Assurance hereunder
without the prior written consent of Ambac Assurance. Ambac Assurance reserves the right to charge
the Obligor* a fee for any consent or amendment to the Financing Document while the Financial
Guaranty Insurance Policy is outstanding.
B. Consent of Ambac Assurance in lieu of Holder Consent.
Unless otherwise provided in this Section, Ambac Assurance's consent shall be required in lieu of Holder
consent, when required, for the following purposes: (i) execution and delivery of any supplemental
[Financing Document] or any amendment, supplement or change to or modification of the [Loan
Agreement, Lease Agreement, etc.] (ii) removal of the Trustee or Paying Agent and selection and
appointment of any successor trustee or paying agent [required in those transactions in which the
Financing Document provides for a trustee or paying agent]; and (iii) initiation or approval of any action
not described in (i) or (ii) above which requires Holder consent.
C. Consent of Ambac Assurance in the Event of Insolvency
Any reorganization or liquidation plan with respect to the Obligor* must be acceptable to Ambac
Assurance. In the event of any reorganization or liquidation, Ambac Assurance shall have the right to
vote on behalf of all Holders who hold Ambac Assurance-insured Obligations absent a default by Ambac
Assurance under the applicable Financial Guaranty Insurance Policy insuring such Obligations.
[In transactions for which acceleration is not a remedy for an event of default, the following provision
is to be included in the Financing Document.]
{5000/02/000 I 0866.DOCv3} B-1
D. Consent of Ambac Assurance Upon Default.
Anything in this [Financing Document] to the contrary notwithstanding, upon the occurrence and
continuance of an event of default as defined herein, Ambac Assurance shall be entitled to control and
direct the enforcement of all rights and remedies granted to the Holders or the Trustee for the benefit of
the Holders under this [Financing Document].
* or appropriate obligor on the Obligations.
[In transactions for which acceleration is a remedy for an event of default, the following two provisions
must be included in the Financing Document in lieu of paragraph D above.]
D. Consent of Ambac Assurance Upon Default.
Anything in this [Financing Document] to the contrary notwithstanding, upon the occurrence and
continuance of an event of default as defined herein, Ambac Assurance shall be entitled to control and
direct the enforcement of all rights and remedies granted to the Holders or the Trustee for the benefit of
the Holders under this [Financing Document], including, without limitation: (i) the right to accelerate the
principal of the Obligations as described in this [Financing Document], and (ii) the right to annul any
declaration of acceleration, and Ambac Assurance shall also be entitled to approve all waivers of events
of default.
E. Acceleration Rights
Upon the occurrence of an event of default, the Trustee may, with the consent of Ambac Assurance, and
shall, at the direction of Ambac Assurance or _% of the Holders with the consent of Ambac Assurance,
by written notice to the Obligor and Ambac Assurance, declare the principal of the Obligations to be
immediately due and payable, whereupon that portion of the principal of the Obligations thereby coming
due and the interest thereon accrued to the date of payment shall, without further action, become and be
immediately due and payable, anything in this [Financing Document] or in the Obligations to the
contrary notwithstanding.
NOTICES/INFORMATION TO BE GIVEN TO AMBAC ASSURANCE
Ambac Assurance requires that the following notice provisions be incorporated in the Financing Document:
Notices to be sent to the attention ofthe SURVEILLANCE DEPARTMENT:
A. While the Financial Guaranty Insurance Policy is in effect, the Obligor* or the Trustee [as
appropriate] shall furnish to Ambac Assurance, upon request, the following:
(a) a copy of any financial statement, audit and/or annual report of the Obligor*
(b) such additional information it may reasonably request.
Upon request, such information shall be delivered at the Obligor's* expense to the attention of the
Surveillance Department, unless otherwise indicated.
B. a copy of any notice to be given to the registered owners of the Obligations, including, without
limitation, notice of any redemption of or defeasance of Obligations, and any certificate rendered
pursuant to this [Financing Document] relating to the security for the Obligations.
{5000/02/000 10866.DOCv 3 }
B-2
C. To the extent that the Obligor has entered into a continuing disclosure agreement with
respect to the Obligations, Ambac Assurance shall be included as party to be notified.
Notices to be sent to the attention ofthe GENERAL COUNSEL OFFICE:
A. The Trustee or Obligor* [as appropriate] shall notify Ambac Assurance of any failure of the
Obligor* to provide relevant notices, certificates, etc.
B. Notwithstanding any other provision of this [Financing Document], the Trustee or Obligor* [as
appropriate] shall immediately notify Ambac Assurance if at any time there are insufficient moneys
to make any payments of principal and/or interest as required and immediately upon the occurrence
of any event of default hereunder.
Other Information to be 2iven to Ambac Assurance:
The Obligor* will permit Ambac Assurance to discuss the affairs, finances and accounts of the
Obligor* or any information Ambac Assurance may reasonably request regarding the security for the
Obligations with appropriate officers of the Obligor*. The Trustee or Obligor* [as appropriate] will
permit Ambac Assurance to [have access to the Project and] have access to and to make copies of all
books and records relating to the Obligations at any reasonable time.
*or appropriate obligor on the Obligations
Ambac Assurance shall have the right to direct an accounting at the Obligor's expense, and the
Obligor's failure to comply with such direction within thirty (30) days after receipt of written
notice of the direction from Ambac Assurance shall be deemed a default hereunder; provided,
however, that if compliance cannot occur within such period, then such period will be extended
so long as compliance is begun within such period and diligently pursued, but only if such
extension would not materially adversely affect the interests of any registered owner of the
Obligations.
AMBAC ASSURANCE CORPORATION
Permitted Investment Guidelines:
Permitted Investments
A. Ambac Assurance will allow the following obligations to be used as Permitted Investments for all
purposes, including defeasance investments in refunding escrow accounts.
(Ambac Assurance does not give a premium credit for the investment of accrued and/or capitalized
interest).
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation),
(2) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency
or instrumentality thereof, when such obligations are backed by the full faith and credit of the
U.S. including:
. U.S. treasury obligations
. All direct or fully guaranteed obligations
{5000/02/000 10866.DOCv3}
B-3
· Farmers Home Administration
· General Services Administration
· Guaranteed Title XI financing
· Government National Mortgage Association (GNMA)
· State and Local Government Series
Any security used for defeasance must provide for the timely payment of principal and interest and
cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding
securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar
amount at maturity or call date).
B. Ambac will allow the following Obligations to be used as Permitted Investments for all purposes
other than defeasance investments in refunding escrow accounts.
(I )Obligations of any of the following federal agencies which obligations represent the full faith
and credit of the United States of America, including:
-Export-Import Bank
-Rural Economic Community Development Administration
-U.S. Maritime Administration
-Small Business Administration
-U.S. Department of Housing & Urban Development (PHAs)
-Federal Housing Administration
-Federal Financing Bank
(2)Direct obligations of any of the following federal agencies which obligations are not fully
guaranteed by the full faith and credit of the United States of America:
-Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or
Federal Home Loan Mortgage Corporation (FHLMC).
-Obligations of the Resolution Funding Corporation (REFCORP)
-Senior debt obligations of the Federal Home Loan Bank System
-Senior debt obligations of other Government Sponsored Agencies approved by Ambac
(3)U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic
commercial banks which have a rating on their short term certificates of deposit on the date of
purchase of "P-I" by Moody's and "A-I" or "A-1+" by S&P and maturing not more than 360
calendar days after the date of purchase. (Ratings on holding companies are not considered as the
rating of the bank);
(4) Commercial paper which is rated at the time of purchase in the single highest classification, "P-
I" by Moody's and "A-I +" by S&P and which matures not more than 270 calendar days after
the date of purchase;
(5)Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P;
(6)Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any
state of the United States of America or of any agency, instrumentality or local governmental unit
{5000102/ooo1 0866.DOCv3}
B-4
of any such state which are not callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date specified in the notice;
and
(A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the
highest rating category of Moody's or S&P or any successors thereto; or
(B) (i) which are fully secured as to principal and interest and redemption premium, if any, by
an escrow consisting only of cash or obligations described in paragraph A(2) above, which
escrow may be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or dates thereof or
the specified redemption date or dates pursuant to such irrevocable instructions, as
appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized
independent certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph on the
maturity date or dates specified in the irrevocable instructions referred to above, as
appropriate; [Pre-refunded Municipal Obligations meeting the requirements of
subsection (B) hereof may be used as Permitted Investments for annual appropriation
lease transactions.
(7) Municipal Obligations rated "Aaa/ AAA" or general obligations of States with a rating of
"A21 A" or higher by both Moody's and S&P.
(8) Investment Agreements approved in writing by Ambac Assurance Corporation (supported by
appropriate opinions of counsel); and
(9) other forms of investments (including repurchase agreements) approved in writing by Ambac.
C. The value of the above investments shall be determined as follows:
a) For the purpose of determining the amount in any fund, all Permitted Investments credited to
such fund shall be valued at fair market value. The Trustee shall determine the fair market
value based on accepted industry standards and from accepted industry providers. Accepted
industry providers shall include but are not limited to pricing services provided by Financial
Times Interactive Data Corporation, Merrill Lynch, Salomon Smith Barney, Bear Steams, or
Lehman Brothers.
b) As to certificates of deposit and bankers' acceptances: the face amount thereof, plus. accrued
interest thereon; and
c) As to any investment not specified above: the value thereof established by prior agreement
among the Issuer, the Trustee, and Ambac.
DEFEASANCE LANGUAGE
A. The definition of "Outstanding" Obligations or obligations, or any like concept, should specifically
include Obligations or obligations which fall into the category described below.
B. The defeasance section of the Financing Document should include the following language:
Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the
Obligations shall be paid by Ambac Assurance Corporation pursuant to the Financial Guaranty Insurance
Policy, the Obligations shall remain Outstanding for all purposes, not be defeased or otherwise satisfied
and not be considered paid by the Obligor, and the assignment and pledge of the Trust Estate and all
covenants, agreements and other obligations of the Obligor to the registered owners shall continue to
{5000/02/000 I 0866.DOCv 3 }
B-5
exist and shall run to the benefit of Ambac Assurance, and Ambac Assurance shall be subrogated to the
rights of such registered owners.
PAYMENT PROCEDURE PURSUANT TO THE
FINANCIAL GUARANTY INSURANCE
POLICY
The following language sets out the applicable procedure for payments under the Financial Guaranty
Insurance Policy and should be incorporated into the Financing Document:
As long as the Obligation insurance shall be in full force and effect, the Obligor, the Trustee and any Paying
Agent agree to comply with the following provisions:
( a) At least one (I) business day prior to all Interest Payment Dates the Trustee or Paying Agent, if
any, will determine whether there will be sufficient funds in the Funds and Accounts to pay the
principal of or interest on the Obligations on such Interest Payment Date. Ifthe Trustee or Paying
Agent, if any, determines that there will be insufficient funds in such Funds or Accounts, the Trustee
or Paying Agent, if any, shall so notify Ambac Assurance. Such notice shall specify the amount of
the anticipated deficiency, the Obligations to which such deficiency is applicable and whether such
Obligations will be deficient as to principal or interest, or both. If the Trustee or Paying Agent, if any,
has not so notified Ambac Assurance at least one (I) business day prior to an Interest Payment Date,
Ambac Assurance will make payments of principal or interest due on the Obligations on or before
the first (1st) business day next following the date on which Ambac Assurance shall have received
notice of nonpayment from the Trustee or Paying Agent, if any.
(b) the Trustee or Paying Agent, if any, shall, after giving notice to Ambac Assurance as provided in
(a) above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of
New York, in New York, New York, as insurance trustee for Ambac Assurance or any successor
insurance trustee (the "Insurance Trustee"), the registration books of the Obligor maintained by the
Trustee or Paying Agent, if any, and all records relating to the Funds and Accounts maintained under
this [Financing Document).
(c) the Trustee or Paying Agent, if any, shall provide Ambac Assurance and the Insurance Trustee
with a list of registered owners of Obligations entitled to receive principal or interest payments from
Ambac Assurance under the terms of the Financial Guaranty Insurance Policy, and shall make
arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of
Obligations entitled to receive full or partial interest payments from Ambac Assurance and (ii) to pay
principal upon
Obligations surrendered to the Insurance Trustee by the registered owners of
Obligations entitled to receive full or partial principal payments from Ambac Assurance.
(d) the Trustee or Paying Agent, if any, shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Obligations entitled to receive the payment of
principal or interest thereon from Ambac Assurance (i) as to the fact of such entitlement, (ii) that
Ambac Assurance will remit to them all or a part of the interest payments next coming due upon
proof of Holder entitlement to interest payments and delivery to the Insurance Trustee, in form
satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to
payment, (iii) that should they be entitled to receive full payment of principal from Ambac
Assurance, they must surrender their Obligations (along with an appropriate instrument of
{5000/02/000 1 0866.DOCv3}
B-6
assignment in fonn satisfactory to the Insurance Trustee to pennit ownership of such Obligations to
be registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not the
Trustee or Paying Agent, if any, and (iv) that should they be entitled to receive partial payment of
principal from Ambac Assurance, they must surrender their Obligations for payment thereon first to
the Trustee or Paying Agent, if any, who shall note on such Obligations the portion of the principal
paid by the Trustee or Paying Agent, if any, and then, along with an appropriate instrument of
assignment in fonn satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then
pay the unpaid portion of principal.
( e) in the event that the Trustee or Paying Agent, if any, has notice that any payment of principal of
or interest on an Obligation which has become Due for Payment and which is made to a Holder by or
on behalf ofthe Obligor has been deemed a preferential transfer and theretofore recovered from its
registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee
or Paying Agent, if any, shall, at the time Ambac Assurance is notified pursuant to (a) above, notify
all registered owners that in the event that any registered owner's payment is so recovered, such
registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if
sufficient funds are not otherwise available, and the Trustee or Paying Agent, if any, shall furnish to
Ambac Assurance its records evidencing the payments of principal of and interest on the Obligations
which have been made by the Trustee or Paying Agent, if any, and subsequently recovered from
registered owners and the dates on which such payments were made.
(t) in addition to those rights granted Ambac Assurance under this [Financing Document], Ambac
Assurance shall, to the extent it makes payment of principal of or interest on Obligations, become
subrogated to the rights of the recipients of such payments in accordance with the tenns of the
Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation
as to claims for past due interest, the Trustee or Paying Agent, if any, shall note Ambac Assurance's
rights as subrogee on the registration books of the Obligor maintained by the Trustee or Paying
Agent, if any, upon receipt from Ambac Assurance of proof of the payment of interest thereon to the
registered owners of the Obligations, and (ii) in the case of subrogation as to claims for past due
principal, the Trustee or Paying Agent, if any, shall note Ambac Assurance's rights as subrogee on
the registration books of the Obligor maintained by the Trustee or Paying Agent, if any, upon
surrender of the Obligations by the registered owners thereof together with proof of the payment of
principal thereof.
{5000/02/000 1 0866.DOCv3}
B-7