HomeMy WebLinkAboutSouth Seminole and North Orange 2nd Amendment 1994
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SECOND AMENDMENT TO INTERLOCAL AGREEMENT
This SECOND AMENDMENT is made and entered into as of the
day of , 1994, amending that certain Interlocal
Agreement (the "Inter1ocal Agreement"), dated as of September 10,
1981, between SOUTH SEMINOLE AND NORTH ORANGE COUNTY WASTEWATER
TRANSMISSION AUTHORITY (the "Authority") and the CITY OF WINTER
SPRINGS, FLORIDA (the "Customer"); and as amended by that certain
Amendment to the Inter10cal Agreement dated September 10, 1981 (the
"Interlocal Agreement") .
WITNESSETH:
That this Second Amendment has been authorized by the parties
to the Interlocal Agreement referred to above, prior to the
execution of this Amendment by either of the parties; and
That this Second Amendment will be attached to the Interlocal
Agreement and become a part thereof as though originally
incorporated therein; and
That the Authority's previously issued and outstanding Sewer
Revenue Bonds, Series 1986A and 1986B, have been refunded by the
Authority's $7,835,000 South Seminole and North Orange County
Wastewater Transmission Authority's Sewer Revenue Refunding Bonds,
Series 1993; and
That certain covenants contained in the Authority's Resolution
authorizing the prior Sewer Revenue Bonds, Series 1986A and 1986B
have been defeased and discharged by virtue of the Authority's
refunding program and have been replaced by covenants contained in
the Authority's Resolution No. 93-04, as amended, authorizing the
issuance of its Sewer Revenue Refunding Bonds, Series 1993, to the
benefit of the Authority and its Customers.
NOW, THEREFORE, the parties hereto mutually agree that it is
In their respective best interests to amend the Interlocal Agree-
ment to conform to the terms and covenants of Authority Resolution
No. 93-04, as amended, as follows:
SECTION 1. section 1 of the Interlocal Agreement is further
amended to read as follows:
"Authority Bonds" means the principal amount of
$6,421,047 of the Authority's $7,835,000 Sewer Revenue
Refunding Bonds, Series 1993 issued to refund the
Authority's Sewer Revenue Bonds, Series 1986A which were
issued to refund bonds originally issued to finance the
construc~ion of the System
"Auth'brity Resolution" means the Resolution of the
Authority authorizing its $7,835,000 Sewer Revenue
Refunding Bonds, Series 1993, a copy of which is hereto
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attached and incorporated as a new Exhibit D. Any
conflict between this Agreement and the Authority
Resolution, the Authority Resolution shall prevail.
Certain other defined terms used herein are defined
in the Authority Resolution and incorporated herein by
reference.
SECTION 2. Subsection (2) of Section 3 of the Inter1oca1
Agreement, as amended, is further amended to read as follows:
(2) To make payments monthly to the Authority for
transportation service by the Authority. Authority
charges are made up of five (5) components as approved by
EPA identified as follows:
Fee Component 1:
System operation
tenance costs.
and main-
fee Component 2:
System administrative costs not
included in Component #1 above.
Fee Component 3:
Debt service requirements
relating to Authority bonds.
a. annual interest costs.
b. annual principal costs.
c. coverage factor of not to
exceed .10 of annual
interest 'and principal
costs or such lesser
coverage factor permitted
by Authority Resolution
No. '93-04, Section 19(0),
as amended, and deter-
mined by the Board to be
the coverage factor for
the current fiscal year
of the Authority (herein-
after the "Coverage
Factor") .
Fee Component 4:
Other payments necessary to
meet the requirements of and
covenants made in the Authority
Resolution No. 93-04, as
amended, to secure holders of
Authority Bonds, to-wit:
a. Reserve Fund.
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b. Working Capital Account.
c. Renewal and Replacement
Fund.
Fee Component 5:
Hydraulic Peaking, Factor Sur-
charge, if any.
Each of the foregoing components is more specifi-
cally defined and stated with respect to its method
of computation and payment in Exhibit B attached
hereto and initialed by each party executing or
endorsing this Agreement. The monthly payment of
Authority charges shall be made as follows:
a. Commencing on October 15, 1982 until December
31, 1993 and thereafter on the fourteenth (14th)
day of each month, Customer shall pay Authority
charges made up of Fee Component 3 and Fee Com-
ponent 4 as more fully described in Exhibit B
hereto attached;
b. Customer shall pay Authority charges made up
of Fee Component 1; Fee Component 2; and Fee
Component 5, .as more fully described in Exhibit B
hereto attached, comm~ncing on the fifteenth (15th)
day of the calendar month following the monthly in
which first occurs either:
(i) Receipt by Customer of notice as provided
in section 3(1); or
(ii) Receipt by Customer of notice from the
Authority that available funds budgeted
to pay Fee Components 1, 2 and 5 until
construction of the System is completed
~nd fully operational, have been
exhausted.
SECTION 3. Paragraphs 1, 2 and 3 under the heading, "Fee
Component 3 - Annual Debt Service Charges" of Exhibit B to the
Interlocal Agreement, as amended, are amended to read as follows:
1. Annual Principal Costs. On the fifteenth
(15th) day of each month commencing October 15, 1982, and
thereafter on the fourteenth (14th) day of each month
commencing January I, 1994, CUSTOMER agrees to commence
payment to the AUTHORITY of the CUSTOMER'S share of the
annual payment of principal coming due in each fiscal
year of the Authority on Authority Bonds (hereinafter the
"Annual Principal Costs").I and to continue paying the
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same thereafter, irrespective of CUSTOMER'S use or nonuse
of the Transmission System on that or any later date.
CUSTOMER'S share of the Annual Principal Costs
shall be determined by dividing its Committed Flow by the
aggregate of all Committed Flows of all AUTHORITY CUSTO-
MERS. At the time of execution hereof the number of
CUSTOMERS and the Committed Flows are known and are
listed. in the Table contained in section 5(1) of this
Agreement. Each CUSTOMER'S share of the Annual Principal
Costs would be that "Percentage of Committed System Capa-
city" appearing opposite its name in the Table contained
in section 5(1) of this Agreement.
The CUSTOMER'S monthly payment will be computed
as follows: Monthly Principal Payment = Annual Bond
Principal Costs times th~ current Coverage Factor share
divided by twelve (12). This would commence accumulation
of the Principal Payment due October 1, 1983, and each
October 1 thereafter. These payments will continue until
the Bonds are paid in full~ Credit will be given when
the Reserve Fund is applied to the final payment(s) due
under the Bonds.
2. Annual Interest Costs. On the fifteenth (15th)
day of each month, commencing October 15, 1982 until
December 31, 1993 , and thereafter on the fourteenth
(14th) day of each month (since capitalized interest from
the Bond proceeds will be sufficient to carry the Inter-
est through September 30, 1982), CUSTOMER agrees to
commence payment to the AUTHORITY of the CUSTOMER'S share
of the Interest due, as Annual Interest Costs, and to
continue paying the same thereafter, irrespective of
CUSTOMER'S use or nonuse of the Transmission System on
that or any later date.
CUSTOMER'S share of the Annual Interest Costs
shall be determined by dividing its Committed Flow by the
aggregate of all Committed Flows of all AUTHORITY CUSTO-
MERS. At the time of execution hereof the number' of
CUSTOMERS and the Committed Flows are known and are
listed in the Table contained in section 5(1) of this
Agreement. Each CUSTOMER'S share of the Annual Interest
Costs would be that "Percentage of Committed System
Capaci ty" appearing opposite its name in the Table
contained in Section 5(1) of this Agreement.
The CUSTOMER'S monthly payment will be computed
as follows: Monthly Interest Payment = Semi-Annual Bond
Interest times the current Coverage Factor times per-
centage share divided by six (6). This would commence'
accumulation of the Semi-Annual Interest Payment due
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April 1, 1983, and each October 1 and April 1 thereafter.
These payments will continue until the Bonds are paid in
full. Credit will be given when the Reserve Fund is
applied to the final payment(s) due under the Bonds.
3. The Coverage Factor referred to in the two (2)
equations above is the debt service coverage factor
required by section 19(D) of the Authority Resolution No.
93-04, as amended by Subsection 2 of Section 3 hereof.
SECTION 4. Paragraphs under the heading, "Fee Component 4 -
Other Payments Necessary to Meet Covenants Made to Secure Holders
of Authority Bonds" of Exhibit B to the Interlocal Agreement, as
amended, are amended to read as follows:
1. Reserve Fund. On the fourteenth (14th) day of
each month, the CUSTOMER will pay to the AUTHORITY one-
twelfth (1/12) of twenty percent (20%) of its share of
the Reserve Requirement defined in the Authority Resolu-
tion for deposit in the Reserve Fund. No payment shall
be required for the Reserve Fund so long as the amount in
the Reserve Fund is equal to the Reserve Requirement
required to be maintained by the Bond Resolution hereto
attached.
2. Workinq Capital Account. On the fourteenth
(14th) day of each month, the CUSTOMER will pay to the
AUTHORITY its share of an amount equal to withdrawals, if
any, from the Working Capital Account made by the
Authority in the immediately preceding month. CUSTOMER'S
share of said amount shall be its percentage of Committed
System Capacity as shown in the Table in Section 5(1).
No payment shall be required for the. Working Capital
Account so long as the amount in the Working Capital
Account is maintained at the level required by the Bond
Resolution or such other ,amount as may be determined by
resolution of the Board in accordance with the Bond
Resolution.
3. Any deficiencies in the, Working Capital Account
shall be subsequently restored from the first monies
available in the Revenue Fund as described in the Bond
Resolution.
4. Renewal and Replacement Fund: On the
fourteenth (14th) day of each month, the CUSTOMER will
pay to the AUTHORITY its share of an amount equal to one-
twelfth (1/12) of five percent (5%) of the Gross Revenues
received during the immediately preceding fiscal year.
CUSTOMER'S share of said amount shall be its percentage
of Committed System Capacity as shown in the Table in
Section 5 (1) . No payment shall' be required for the
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Renewal and Replacement Fund so long as the amount in the
Renewal and Replacement Fund is maintained at the level
required by the Bond Resolution or such other amount as
may be determined by resolution of the Board in accor-
dance with the Bond Resolution.
5. Any deficiencies in the Reserve Fund or the
Renewal and Replacement Fund shall be subsequently
restored from the first monies available in the Revenue
Fund as described in the Bond Resolution.
6. For the retirement of the AUTHORITY'S obliga-
tions under section 19 of the Authority Resolution, the
AUTHORITY will budget the Revenue Fund to take into
account that all. funds remaining on deposit in the
Reserve Fund shall be applied to the last payment of
Principal and Interest on the Authority Bonds.
SECTION 5. Except as herein provided by this Amendment, the
Inter10cal Agreement shall remain in full force and effect.
SECTION 6. This Amendment may be executed in one or more
counterparts, all or any of which shall be regarded for all
purposes as duplicate originals and shall constitute and be but one
and the same instrument.
SOUTH SEMINOLE AND NORTH ORANGE
COUNTY WASTEWATER TRANSMISSION
AUTHORITY
( SEAL)
ATTEST:
By:
CITY OF WINTER SPRINGS, FLORIDA
By:
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( SEAL)
ATTEST:
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EXHIBIT B
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EXHIBIT D
RESOLUTION NO. 93-04
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $7,835,000 SEWER REVENUE REFUNDING
BONDS, SERIES 1993, OF THE SOUTH SEMINOLE AND
NORTH ORANGE COUNTY WASTEWATER TRANSMISSION
AUTHORITY FOR THE PURPOSE OF REFUNDING' SOUTH"
SEMINOLE AND NORTH ORANGE COUNTY WASTEWATER
TRANSMISSION AUTHORITY SEWER REVENUE BONDS,
SERIES 1986 A AND SERIES 1986 B, ISSUED IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNTS OF
$7,570,000 AND $1,700,000, RESPECTIVELY;
PROVIDING FOR THE PAYMENT OF THE BONDS FROM
PLEDGED REVENUES; MAKING OTHER COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE GOVERNING BOARD OF THE SOUTH SEMINOLE
AND NORTH ORANGE COUNTY WASTEWATER TRANSMISSION AUTHORITY:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to Chapter 78-617, Laws of Florida, Special Acts
of 1978, as may be amended and supplemented, and other applicable
provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise
requires, the terms defined in this Section shall have the meanings
specified in this Section.' Words importing singular number shall
include the plural number in each case and vice versa, and words
importing persons shall include firms and corporations.
"Act" shall mean Chapter 78-617, Laws of Florida, Special Acts
of 1978, as may be amended and supplemented, and other applicable
provisions of law.
"Additional Parity Obligations" shall mean additional obliga-
tions issued 'i~ compliance with the terms, conditions and
limitations contained herein and which (i) shall have a lien on the
Pledged Revenues equal to that of the Series 1993 Bonds, (ii) shall
be payable from the Pledged Revenues on a parity with the Series
1993 Bonds and (iii) rank equally in all respects with the Series
1993 Bonds.
"Amortization Installment" with respect to any Term Bonds of
a Series, shall mean an amount so designated for mandatory redemp-
tion of Term Bonds issued under the provisions of this Resolution
or any Supplemental Resolution authorizing Additional Parity
Obligations.
"Annual Debt Service Requirement" for any Bond Year, as
applied to the Bonds of any Series, shall mean the sum of:
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(1) The amount required to pay the interest becoming due
on the Bonds of such Series during such Bond Year.
(2) The amount required to pay the principal of Serial
Bonds of such Series maturing in such Bond Year.
(3) The Amortization Installment for the Term Bonds of
such Series for such Bond Year; provided, however that in
computing such Annual Debt Service Requirement, (i) for the
purposes of Subsection 19(R) hereof, any outstanding Variable
Rate Bonds shall be deemed to bear interest at all times to
the maturity thereof at a constant rate of interest equal to
the greater of (a) 120% of the average rate of interest rate
borne by such outstanding Variable Rate Bonds for the 24 month
period immediately preceding the proposed date of issue of the
Additional Parity Obligations (or such shorter period as such
Variable Rate Bonds shall be outstanding) or (b) the last 20
Bond Buyer Index published in the month immediately preceding
the issuance of such Additional Parity Obligations, (ii) for
purposes of Subsection 19(R) hereof, any Variable Rate Bonds
proposed to be issued shall be deemed to bear interest at the
greater of (a) 120% of the average of the most comparable
Kenney Index during the past twenty-four months, or if such
index is no longer published, a published index composed of
.securities comparable to the Variable Rate Bonds with respect
to which such calculation is made or (b) the last 19 Bond
Buyer Index published in the month immediately preceding the
issuance of such Additional Parity obligations; (iii) for the
purpose of compliance with Subsection 19 (D) hereof, out-
standing Variable Rate Bonds shall be deemed to bear interest
at all times to the maturity thereof at a constant rate of
interest equal to 120% of the average rate of interest borne
by such outstanding Variable Rate Bonds for the past two
complete Fiscal Years or if such Variable Rate Bonds were not
outstanding during such period such shorter period as such
Variable Rate Bonds shall be outstanding; and (iv) any option
Bonds shall .be de.emed to mature on tl)eir stated dates of
maturity. In computing the Annual Debt ~ervice Requirement
for any Bond Year, the Authority shall assume that an amount
of the Term Bonds of such series equal to the Amortization
Installment for the Term Bonds of such Series for such Bond
Year will be retired by purchase or redemption in such Bond
Year. When determining the amount of principal of and
interest on the Bonds which matures in any year, for purposes
of this Resolution or the issuance of any Additional Parity
Obligations, the stated maturity date of Term Bonds shall be
disregarded, and the Amortization Installment" if any,
applicable to Term Bonds in such year shall be deemed to
mature in such year.
The amount of the Annual Debt Service Requirement for any Bond
Year shall be reduced by the amount deposited into the Principal
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Account, Interest Account or Bond Amortization Account in the Debt
Service Fund, from legally available funds, for payment of the
principal of, interest on and/or Amortization Installments for the
Bonds in such Bond Year.
"Authority" shall',mean 'the South Seminole and North Orange
County Wastewater Transmission Authority, a public body corporate
and politic duly organized and existing under the laws of the State
of Florida.
"Average Annual Debt Service Requirement" shall mean, as of
each date on which a Series of Bonds is issued, the total amount of
Annual Debt Service Requirement to become due on all Bonds deemed
to be outstanding immediately after the issuance of such Series of
Bonds divided by the total number of years for which Bonds are
deemed to be Outstanding.
"Board" shall mean the members of the governing body of the
Authority.
"Bond Amortization Account" shall mean the Bond Amortization
Account created and established pursuant to Section 16(B) of thi~
Resolution. "
.iBond' Anticipation Notes" shall mean notes of the Authority
issued in anticipation of any Series of Bonds and shall be secured
by a first lien on the proceeds of the Bonds for which such Bond
Anticipation Notes were issued.
"Bond Counsel" shall mean a firm of nationally recognized
attorneys at law experienced in the issuance of tax-exempt bonds
under the Internal Revenue Code of 1986, as amended and supple-
mented.
"Bond Insurance Policy" or "Policy" shall mean, with respect
to ariy series of Bonds, the municipal bond new issue insurance
policy guarantying the payment of principal of and interest on such
Bonds, and, with respect to all other Bonds, it shall have the
meaning, if any, set forth in the resolution enacted in connection
with the issuance thereof.
"Bond Insurer" shall mean, with respect to the Series 1993
Bonds, Municipal Bond Investors Assurance Corporation, the provider
of the Bond Insurance Policy.
"Bond Year" shall mean, until the maturity of the. Bonds, the
period commencing on October 2 of each year ending on the
succeeding October 1.
"Bonds" shall mean the Sewer Revenue Refunding Bonds, Series
1993 herein authorized to be issued, and any Additional Parity
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Obligations issued hereafter in accordance with the provisions
hereof.
"Business Day" shall mean any day other than a saturday,
Sunday or a day on which banking institutions located in the state
of Florida are required or authorized to remain closed.
"Capital Appreciation Bonds" shall mean the aggregate
principal amount of the Bonds that bear interest payable solely at
maturity or upon redemption prior to maturity in the amounts
determined by reference to the Compounded Amounts, all as shall be
determined by Supplemental Resolution of the Authority. In the
case of Capital Appreciation Bonds that are convertible to Capital
Appreciation and Income Bonds, such Bonds shall be considered
Capital Appreciation Bonds only during the period of time prior to
such' conversion.
"Capital Appreciation and Income Bonds" shall mean those Bonds
initially issued as capital Appreciation Bonds and which become
Current Interest Bonds when the Compounded Amount equals $5,000
principal amount or an integral multiple thereof as determined by
Supplemental Resolution of the Authority.
"Cede" shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds issued pursuant
to Section 13 hereof..
"Code" means the Internal Revenue Code of 1986, as amended and
all subsequent tax legislation duly enacted by the Congress of the
United states. Each reference to a section of the Code herein
shall be deemed to include the united states Treasury Regulations
proposed or in effect with respect thereto and applicable to the
Bonds or the use of the proceeds thereof.
"Compounded Amounts" shall mean, as of the date of computation
with respect to any capital Appreciation Bonds, an amount equal to
the principal amount of such Bonds (the principal amount at the
date of issuance) plus the interest accrued on such Bonds from the
date of original issuance of such Bonds to the Interest Payment
Date next preceding the date of computation or the date of computa-
tion if an Interest Payment Date, 'such interest to accrue at an
interest rate per annum of the Capital Appreciation Bonds, as set
forth in the resolution awarding the sale of such Bonds, compounded
on the interest payment dates of each year, plus, with respect to
matters related to the payment upon redemption of such Bonds, if
such date of computation shall not be an Interest Payment Date, a
portion of the difference between the Compounded Amount as of the
immediately preceding Interest Payment Date (or the date of origi-
nal issuance if the date of computation is prior to the first
Interest Payment Date succeeding the date of original issuance) and
the Compounded Amount as of the immediately succeeding Interest
Payment Date, calculated based on the assumption that the
4
Compounded Amount accrues during any period in equal daily amounts
on the basis of a year of twelve 3 O~day months. A table of
Compounded Amounts for the Capital Appreciation Bonds shall be
incorporated in the resolution awarding the sale of any Capital
Appreciation Bonds.
"Consulting Engineers" shall mean one or more'qualified and
recognized consulting engineers or engineering firms, having a
favorable reputation for skill and experience in the construction,
management and operation of facilities of comparable size and
character ,as the System, at the time retained by the Authority to
perform the acts and carry out the duties as herein provided for
such Consulting Engineers.
"Construction Fund" shall mean South Seminole and North Orange
County Wastewater Transmission Authority Construction established
pursuant to section 16(H) hereof.
"Contributions in Aid of Construction" shall mean any amount
or item of money, services, or property received by the Authority,
which represents an addition or transfer to the capital of the
System, and which is utilized to offset the acquisition, improve~
ment or construction costs of the System. .
"Cost of Operation and Maintenance" shall mean the current
expenses, paid or accrued, in the operation, maintenance and repair
of the System, including, but not limited to, salaries, wages,
fringe benefits, pension contributions, contract services,
materials and supplies, rents, office supplies, taxes and other
administrative costs of the Authority as calculated in accordance
with generally accepted accounting principles, but shall not
include any reserve for renewals and replacements, extraordinary
repairs or any allowance for depreciation. Costs for removal and
transfer of used and usable capital facilities caused by
governmental requirements or directives when paid from the
Depreciation Reserve Fund shall not be considered Cost of operation
and Maintenance, but if such costs are not paid from the
Depreciation Reserve Fund, such costs shall pe considered within
the meaning of "Cost ~f Operation and Maintenan~e."
"Credit Facility" or "Credit 'Facilities" shall mean either
individually or collectively, as appropriate, any bond insurance
policy, surety bond, letter of credit, line of credit, guaranty or
other instrument or instruments that would enhance the credit of
the Bonds. The term Credit Facility shall not include any bond
insurance, surety bond or other credit enh~ncement deposited into
or allocated to the Rese~ve Account in the Debt Service Fund.
"Credit Facility Issuer" shall mean the provider of a Credit
Facility.
5
"
"CUrrent Interest Bonds" means the aggregate principal amount
of the Bonds that bear interest payable semi-annually on such dates
as shall be determined by Supplemental Resolution of the Authority.
"CUstomer Agreements" shall mean those certain agreements
between the Authority and the City of Casselberry, the City of
Winter Park, the City of Winter springs, the City of Maitland and
Seminole County, dated as of July i, 1981, as amended or supple-
mented and any other public or private entity to which any part of
the capacity of the System may be utilized pursuant to a Customer
Agreement.
"Debt Service Fund" shall mean the South Seminole and North
Orange County Wastewater Transmission Authority, Sewer System Debt
Service Fund created and established pursuant to section 16 of this
Resolution.
"Depreciation Reserve Fund" shall mean the Depreciation
Reserve Fund created pursuant to section 16(I) hereof.
"DTC" shall mean The Depository Trust Company, New York, New
York, and its successors and assigns.
"Escrow Deposit Agreement" shall mean that certain Escrow
Deposit Agreement by and between the Authority and a bank or trust
company to be approved by Supplemental Resolution of the Authority,
for the purpose of providing for the payment of the Refunded Bonds,
which agreement shall be in substantially the form attached hereto
as Exhibit "A" and is hereby incorporated herein by reference.
"Federal Securities" shall mean:
(A) U.S. Treasury certificates, Notes and Bonds
(including State and Local Government Series -- "SLGS"),
(B) Direct obligations of the Treasury which have been
stripped by the Treasury itself, "CATS," "TIGRS" and similar
securities, ,
(C) Interest on obligations of the Resolution Funding
corporation (REFCORP),
(D) Prerefunded municipal bonds rated "Aaa" by Moody's or
"AAAn by S&P. If the issue is only rated by S&P (i.e., there
is no Moody's rating), then the prerefunded bonds must have
been prerefunded with cash, direct U.S. or U.S. 'guaranteed
obligations, or AAA-rated prerefunded municipals that satisfy
this condition, and
(E) Obligations issued by the following agencies which
are backed by the full faith and credit of the U.S.:
6
1. u.s. Export-Import Bank (Eximbank): Direct obliga-
tions or fully guaranteed certificates of
beneficial ownership
2. Farmers Horne Administration (FrnHA): certificates of
beneficial ownership
3. Federal Financinq Bank
4. General Services Administration: Participation cer-
tificates
5. U.S. Maritime Administration: Guaranteed Title XI
financing
6. U. S. Department of Housinq and Urban Development
(HUD): Project Notes; Local Authority Bonds; New
Communities Debentures - U.S. government guaranteed
debentures; U.S. Public Housing Notes and Bonds -
U.S. government guaranteed public housing notes and
bonds
"Fiscal Year" shall mean the period commencing on October 1 of
each year and ending on the succeeding September 30.
"Gross Revenues" or "Revenues" shall mean all income or
earnings, including connection charges, if any, from any s6urc~
received by the Authority or accrued to the Authority from the
ownership or operation of the System and all parts thereof,
including investment income' (except as provided in Section 19 (B) (8)
herein), if any, earned on any fund or account all as calculated in
accordance with generally accepted accounting principles, but
"Gross Revenues" or "Revenues"shall not include proceeds from the
sale or other disposition of the System or any part thereof,
condemnation awards or proceeds of insurance received with respect
to the System or amounts transferred from the Depreciation Reserve
Fund.
"Interest Account" shall mean the special account of the same
name within the Debt Service Fund created pursuant to Section 16(B)
hereof.
"Interest Payment Date" shall mean for each Series of Current
Interest Bonds, such dates on which interest on the applicable
Series of Bonds is payable, as set forth in the proceedings of the
Authority of the Authority providing for the issuance of the appli-
cable Series of Bonds.
"Investment Securities" shall mean the following, if and to
the extent authorized pursuant to the laws of the State of Florida:
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
TGRS)) or obligations the principal of and interest on which
are unconditionally guaranteed by the united States of
America.
7
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: Direct obligations or
fully guaranteed certificates of beneficial ownership
2. Farmers Home Administration:
beneficial ownership
certificates of
3. Federal Financinq Bank
4. Federal Housinq Administration Debentures
5. General Services Administration: Participation
certificates
6. Government National Mortqaqe Association
("GNMA"): GNMA - guaranteed mortgage-backed bonds; GNMA.
- guaranteed pass-through obligations
7. U.S. Maritime Administration: Guaranteed Title
XI financing
8. U.S. Department of Housing and Urban Develop-
~: Project Notes; Local Authority Bonds; New
Communities Debentures U.s. government guaranteed
debentures; U.s. Public Housing Notes and Bonds - U.S.
government guaranteed public housing notes and bonds
C. Bonds, debentures, notes or other evidence of indebt-
edness issued or guaranteed by any of the following U. S.
government agencies (non-full faith and credit agencies)
(stripped securities are only permitted if they have been
stripped by. the agency itself):
1. Federal Home Loan Bank Svstem:
obligations
senior debt
2. Federal Home Loan Mortqaqe Corporation (FHLMC):
Participation certificates; Senior debt obligations
3. Federal National Mortqaqe Association (FNMA):
Mortgage-backed securities and senior debt obligations
4. Student Loan Marketing Association: Senior debt
obligations
5. Resolution Fundinq Corp. lREFCORPl obligations
8
6. Farm Credit System: Consolidated systemwide
bonds and notes'
D. Money market funds registered under the Federal
Investment Company Act of 1940, whose shares are registered
under the Federal Securities Act of 1933, and having'a rating
by S&P of AAAm-Gi AAAmi or AAm. .
E. certificates of deposit secured at all times by col-
lateral 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
Federal Deposit Insurance Corporation or Federal Savings and
Loan Insurance Corporation.
G. Investment Agreements, including guaranteed invest-
ment contracts, acceptable to MBIA.
H. Commercial paper rated, at the time of purchase,
"Prime - I" by Moody's or "A-1" or better by S&P.
I. Bonds or notes issued by any state or municipality
which are rated by Moody's and S&P in one of the two highest
rating categories assigned by such agencies.
J. Federal funds or bankers' acceptances with a maximum
term of one year of any bank which has an unsecured, uninsured
and unguaranteed obligation rating of "Prime - I" or "A3" or
better by Moody's and "A-I" or "A" or better by S&P.
K. Repurchase agreements that provide for the transfer of
securities from ~ dealer bank or securities firm (se11er/
borrower) to a municipal entity (buyer/lender), and the trans-
fer of cash from a municipal entity to the dealer bank or
securities firm with. an 'agreeinent 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. Repurchase Agreements must satisfy the following
criteria or be approved by MBIA:
1. ReDurchase aqreements must be between the municiDal
entitv and a dealer bank or securities firm
a. primarv dealers on the Federal Reserve reporting
dealer list which are rated A or better by S&P and
Moody's Investors Service, or
9
b. Banks rated "A" or above by S&P and Moody's.
2. The written repurchase aqreement must include the
followinq:
a. Securities which are acceptable for transfer
are:
(i) Direct u.s. governments, or
(ii) Federal agencies backed by the full
faith and credit of the U.s. government and(FNMA
and FHLMC)
b. The term of the repurchase aqreement may be up
to 30 days
c. The collateral must be delivered to the munici-
pal 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 posses~
sion of certif~cated securities).
d. Valuation of Collateral
(i) The securities must be valued weekly.
marked-to-market at current market price plus
accrued interest
(A) 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
repurchase agreement plus accrued interest.
If the value of securities held as collateral
slips below 104% of the value of the cash
transferred by 'municip'ality, then additional
cash a~d/or acceptable securities must be
transferred. If, however, the securities used
as collateral 'are FNMA or FHLMC, then the
value of the collateral must equal 105%.
3. A legal opinion must be delivered to the municipal
entity to the effect that the repurchase agreement meets
guidelines under state law for legal investment. of public
funds.
L. Units of participation in the Local Government
Surplus Funds Trust Fund established pursuant to Chapter 218,
Part IV, Florida Statutes, or any similar common trust fund
which is established pursuant to the laws of the state of
10
Florida as a legal depository of public moneys and for which
the Florida State Board of Administration acts as custodian;
and
M. Any other investment permitted under applicable
Florida and United states law and acceptable to the Bond
Insurer, for so. long as the Series 1993 Bonds shall be
Outstanding and such firm shall not be in default under its
policy of municipal bond insurance securing such Series 1993
Bonds.
"Maximum Bond Service Requirement" shall mean, as of any
particular date of calculation, the greatest amount of Annual Debt
Service Requirements due in anyone (1) year for the then current
or any future Fiscal Year on all Outstanding Bonds.
"Moody's" shall mean Moody's Investors Service and any assigns
or successors thereto.
"Net Revenues" shall mean the Gross Revenues of the System, as
defined above, after deduction of the Cost of Operation and
Maintenance, as defined above.
"Option Bonds" shall mean any Bonds which may be either Serial
Bonds or Term Bonds, which by their terms may be tendered by and at
the option of the Registered Owners thereof, for payment by the
Authority prior to the stated maturity thereof, or the maturities
of which may be extended by and at the option of the Registered
Owners thereof within the.limits prescribed by law.
"Orlando Agreement" shall mean that certain Intergovernmental
Agreement between the Authority and the City of Orlando dated as of
July l, 1981.
"outstanding", when used in reference to the Bonds, shall mean
as of a particular date, all Bonds except: (i) any Bonds canceled
at or before such date; (ii) any Bonds for which provision for
payment pursuant to this Resolution has been made, and (iii) any
Bond in lieu of or in substitution for which another Bond shall
have been authenticated and delivered pursuant to this Resolution.
"Paying Agent" shall mean any bank or trust company or any
successor bank or trust company appointed by resolution of the
Authority to serve as Paying Agent hereunder. Nothing herein shall
prohibit the Authority from appointing one or more paying Agents or
from serving as Paying Agent hereunder.
"Person" shall mean an individual, a corporation, a
partnership, an association, a joint stock company, a trust, or any
unincorporated organization or governmental entity.
11
"Pledged Revenues" shall mean (i) the proceeds of the sale of
any Series of Bonds, subject to application as provided herein,
(ii) moneys in all funds and accounts established hereunder (except
for the Operation and Maintenance Fund), subject to application as
provided herein, and (iii) the Net Revenues of the System. Not-
withstanding the foregoing, moneys on deposit in each account in
the Reserve Fund shall be pledged only to the payment of the Series
of B6nds for which such account was established, all ~s more fully
provided in section 16 of this Resolution.
"Principal Account" shall mean the special account of the same
name within the Debt Service Fund created pursuant to section 16
hereof.
"Project" or "Projects" shall mean any capital facilities of
the Authority authorized by Supplemental Resolution of the Author-
ity to be constructed in accordance with the plans and specifica-
tions to be filed with the Authority. .
"project Costs" shall mean all costs authorized to be paid
from the Construction Fund pursuant to section 17 hereof to the
extent permitted under the laws of the State. It is intended that
this definition be broadly construed to encompass all costs,'
expenses and liabilities of the Authority related to the System
which on the date of this Resolution or in the future shall be
permitted to be funded with the proceeds of any Series of Bonds
pursuant to the laws of the State.
"Rebate Fund" shall mean the South Seminole and North Orange
County Wastewater Transmission Authority Sewer Revenue Refunding
Bonds Rebate Fund established pursuant to section 19 (B) (14) hereof.
"Record Date" shall mean the 15th day of the month immediately
preceding an Interest Payment ~ate for any Series of Bonds.
"Redemption Price" shall mean, with respect to any Bond or
portion thereof, the principal amount or portion thereof, plus the
applicable premium,~if any, payable upon redemption thereof pursu-
ant 'to such Bond or this Resolution, as supplemented~
"Refunded Bonds" shall mean .( i) the Series 1986 Refunded
Bonds; (il) any of the Bonds of any Series or any particular
maturity thereof which shall be refunded with the proceeds of any
Series of Bonds or portion thereof; and (iii) any other outstanding
obligations of the Authority which shall be refunded with the
proceeds of any Series of Bonds' or portion thereof, all as shall be
determined by Supplemental Resolution of the Authority.
"Refunding Bonds" shall mean that amount of any Series of
Bonds, the proceeds of which will be applied to the refunding of
any Refunded Bonds, including the Series 1993 Bonds.
12
"Registered Owner", "Holder of Bonds" or "Bondholder" or any
similar term shall mean any person who shall be the registered
owner of any Outstanding Bond. .
"Registrar" shall mean the trust company or bank with trust
powers appointed from time to time by Supplemental Resolution of
the Authority to serve as Registrar hereunder. Nothing herein
shall prohib~t the Authority from serving as Registrar hereunder.
"Renewal and Replacement Fund" shall mean the Renewal and
Replacement Fund created and established pursuant to Section 16 of
this Resolution.
"Reserve Fund" shall mean the Reserve Fund created and
established pursuant to' section 16 of this Resolution and all
accounts therein.
"Reserve Requirement" for each Series of Bonds shall be as
determined by Supplemental Resolution. with respect to the Series
1993 Bonds, the Reserve Requirement shall be as of any date of
calculation, the lesser of: (i) the Maximum Bond Service Require-
ment, becoming due in any ensuing Bond Year; (ii) ten percent (10%)
of the proceeds of the issue or; (iii) 125% of the average annual'
debt service on the Bonds. If any Bonds are redeemed prior to
their maturity date, the 'Maximum Bond Service Requirement shall be
computed without regard to debt service on the Bonds which have
been redeemed and the Reserve Requirement shall be decreased
accordingly. If Variable Rate Bonds are issued, the interest
component of debt service on those Variable Rate Bonds shall be
computed annually at the interest rate of The Bond Buyer "20 Bond
Index" published immediately preceding the first day of the
calendar month in which the Bonds or Additional. Parity Obligations
were sold.
"Resolution" shall mean this Resolution as from time to time
amended or supplemented, in accordance with the terms hereof.
"Retained Earnings" shall have the same meaning as is ascribed
to such term by generally accepted accounting principles and
standards of governmental financial reporting and principles, and
notwithstanding the generality of the foregoing, shall mean the
accumulated earnings of the System which have been retained in the
Revenue Fund and which are not reserved for any specific purpose.
"Revenue Fund" shall mean the Revenue Fund created and estab-
lished pursuant to Section 16 6f this Resolution.
"S&P" shall mean Standard & Poor's Corporation and any assigns
or successors thereto.
"Serial Bonds" shall mean the Bonds of a Series which shall be
stated to mature in annual or semi-annual installments.
13
"Series" or "series of Bonds" or "Bonds of a Series" shall
mean all Bonds designated as. being of the same Series issued and
delivered on original issuance in a simultaneous transaction, and
any Bonds thereafter delivered in lieu thereof or in substitution
therefor pursuant to this Resolution.
"Series 1993 Bonds" shall mean the Bonds issued hereunder to
refund the Series 1986 Refunded Bonds.
"Series 1986 Refunded Bonds" shall mean the South Seminole and
North Orange County Wastewater Transmission Authority Sewer Revenue
Bonds Series 1986 A and Series 1986 B initially issued in the
aggregate principal amount of $7,570,000 and $1,700,000,
respectively, and refunded pursuant to the terms and conditions of
the resolution authorizing the Series 1986 Refunded Bonds and this
Resolution. .
"State" shall mean the State of Florida.
"Subordinated Debt" shall mean any obligations payable from
the Subordinated Debt Service Fund pursuant to Sections 16(E) and
19(B) (7) hereof.
"Subordinated Indebtedness" shall mean that indebtedness of
the Authority, subordinate and junior to the Bonds, issued in
accordance with the provisions of Section 19(B) (7) hereof.
"Supplemental Resolution" shall mean any subsequent. resolution
of the Authority amending or supplementing this Resolution.
"System" shall mean the properties and assets, real and
personal, tangible and intangible, owned or to be acquired or
operated by the Authority, used or useful for the interception,
collection, transmission, and disposal of Wastewater.
"Taxable Bond" shall mean any Bond which states, in the body
thereof, that the interest thereon is includable in the gross
income of the holder thereof for federal income tax purposes or
that such interest is subject to federal income taxation.
"Term Bonds" shall mean the Bonds of a Series, all of which
shall be stated to mature on one date.
"Trust Indenture" shall meari a Trust Indenture between the
Authority and a trust company or' commercial bank with trust powers
authorized to do business within the State, approved by
Supplemental Resolution, if required by th. laws of the State.
"unit Priced Bonds" shall mean a Series of Variable Rate
Bonds, which may be either Serial Bonds or Term Bonds and which
also may be option Bonds, issued such that the determination of
interest rate and the duration of the interest period for each
14
variable Rate Bond of such Series are made independently of the
determination for any other Variable Rate Bonds of such Series.
"Variable Rate Bonds" shall mean obligations issued with a
variable, adjustable, convertible or other similar rate which is
not fixed in percentage at the date of issue for the entire term
thereof at the date of issue.
"Wastewater" shall mean sewage or effluent of any nature or
originating from any source, including residential wastes, or
industrial wastes resulting from any processors as industry,
manufacturing trade, or business or from the development of any
natural resources.
The terms "herein," "hereunder," "hereby," "hereto," "hereof"
and any similar terms, shall refer to this Resolution; the term
heretofore shall mean before the date of adoption of this Resolu-
tion; ,and the term "hereafter" shall mean after the date of
adoption of this Resolution.
SECTION 3. FINDINGS.
and declared:
It is hereby ascertained, determined
(A) That the Authority has been authorized by the Act to own,
operate, construct and maintain the System for the collection and
transmission of Wastewater ,and to refinance existing obligations
issued pursuant to the Act to finance such facilities.
(B) That the Authority now owns, operates and maintains a
system for the collection and transmission of Wastewater; that the
Authority derives revenues from the operation of the Wastewater
System.
(e) That the Authority presently has outstanding its Series
1986 Refunded Bonds.
(D) That the Authority deems it necessary, beneficial and in
its best interest to provide for the refunding of the Series 1986
Refunded Bonds. Such refunding will be advantageous to the.
Authority by revising certain terms and covenants previously made
for the benefit of the holders of the Series 1986 Refunded Bonds
and restructuring of debt to the advantage of the Authority and
effecting an overall reduction in debt service applicable to bonded
indebtedness issued to finance the System.
(E) That the estimated sum required for the refunding of the
Series 1986 Refunded Bonds will be derived from the proceeds of the
sale of the Series 1993 Bonds more fully described herein.
(F) That a portion of the proceeds of the Series 1993 Bonds
and other funds available for such purpose, shall be deposited
pursuant to the Agreement, in sufficient amounts to make timely
15
payments of all presently outstanding principal, interest, redemp-
tion premiums, if any, and costs, if any, in respect to the Series
1986 Refunded Bonds as the same become due or are redeemed prior to
maturity as hereinafter provided. Such funds shall be invested
pursuant to the Agreement in such investments as will produce
income sufficient to make timely payments of all principal of,
redemption premiums, if any, costs, if any, and interest on the
Refunded Bonds.
(G) That any Series of Bonds, after the issuance of the
Series 1993 Bonds, shall be issued upon approval by Supplemental
Resolution of the Authority. The proceeds of any Series of Bonds
shall be applied as set forth in Section 17 hereof.
(H) That the Pledged Revenues are not now pledged or encum-
bered in any manner except for the prior payment of the principal
and interest on the Series 1986 Refunded Bonds which pledge and
encumbrance shall be defeased pursuant to the refunding herein
authorized.
(I) That the principal of and interest and redemption premium
on the Bonds and all reserve and other payments shall be payable.
solely from the Pledged Revenues as herein provided. The Authority
shall never be required to levy ad valorem taxes on any real or
personal property thereinto pay the principal of and interest on
the Bonds herein authorized or to make any other payments provided
for herein. The Bonds shall not constitute a lien upon any
properties owned by or located within the boundaries of the
Authority.
(J) That the estimated Pledged Revenues will be sufficient to
pay all principal of and interest and redemption premium on the
Bonds to be issued hereunder, as the same become due, and to make
all required deposits or payments required by this Resolution.
SECTION 4.. AUTHORIZATION OF REFUNDING. . The refunding of the
Series 1986 Re'fun,ded' Bonds is hereby authorized in the manner pro-
vided herein. '
SECTION 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In con-
sideration of the acceptance of the' Bonds authorized to be issued
hereunder by those who shall hold the same from time to time, this
Resolution shall be deemed to be and shall constitute a contract
between the Authority and such holders. The covenants and
agreements herein set forth to be performed by the Authority shall
be for the equal benefit, protection and security of. the legal
holders of any and all of the Bonds, all of which shall be of equal
rank and without preference, priority or distinction of any of the
Bonds over any other thereof, except as expressly provided therein
and herein.
16
SECTION 6. AUTHORIZATION OF SERIES 1993 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Authority to
be known as "Sewer Revenue Refunding Bonds, Series 1993," herein
defined as the "Series 1993 Bonds," are authorized to be issued in
the aggregate amount of not exceeding $7,835,000.
SECTION 7. DESCRIPTION OF SERIES 1993 BONDS. The Series 1993
Bonds shall .be issued as determined by Supplemental Resolution of
the Authority on or prior to the sale of Series 1993 Bonds not
inconsistent with the provisions of this Resolution as Capital
Appreciation Bonds, Capital Appreciation and Income Bonds, Current
Interest Bonds, or any combination thereof; shall be numbered from
R-l upward or in such other manner agreed between the Authority and
the Registrar; shall be ,in the denomination or maturity amount of
$5,000 each or integral multiples thereof; shall bear interest at
a fixed or floating rate not exceeding the maximum rate fixed by
applicable law, such interest to be payable semiannually or at such
other intervals determined by the Authority; and shall be dated and
shall mature on such dates and in such years and amounts as will be
provided by resolution of the Authority adopted on or prior to the
sale of the Series 1993 Bonds.
The Series 1993 Bonds shall be issued in fully registered form
without coupons; shall be payable with respect to principal (and
Compounded Amount in the case of Capital Appreciation Bonds or
Capital Appreciation and Income Bonds, whichever is applicable) 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, payable, in the case of Current Interest Bonds, by mail to
the Registered Owners at their addresses as they appear on .the
registration books of the Authority maintained by the Registrar;
provided, however,' that in the case of a Registered Owner of
$1,000,000 or more in aggregate principal amount of Bonds, upon
written request of such Registered Owner to the Registrar ten (10)
days prior to the Record Date for such Interest Payment Date, such
interest shall be paid on the Interest Payment Date in immediately
available funds by wire transfer~ at the expense of such Registered
Owner.
SECTION 8. EXECUTION AND AUTHENTICATION. OF SERIES 1993 BONDS.
The Series 1993 Bonds shall be executed in the name of the Author-
ity by its Chairman and attested by its Secretary, and the corpo-
rate seal of the Authority or a facsimile thereof shall be affixed
thereto or reproduced thereon. The facsimile signatures of the
Chairman and the Secretary may be imprinted or reproduced on the
Series 1993 Bonds. The certificate of authentication of the
. Registrar shall appear on the Series 1993 Bonds, and no Series 1993
Bonds shall be valid or obligatory for any purpose or be entitled
to any security or benefit under this Resolution unless such
certificate shall have been duly executed on such Series 1993
Bonds. The authorized signature for the Registrar shall be either
manual or facsimile; provided, however, that at least one of the
17
signatures, including that of the authorized signature for the
Registrar, appearing on the Bonds, shall at all times be a manual
signature. In case anyone or more of the officers of the
Authority who shall have signed or sealed any of the Series 1993
Bonds shall cease to be such officer or officers of the Authority
before the Series 1993 Bonds so signed and sealed shall have been
actually sold and delivered, such Series 1993 Bonds may
nevertheless. be sold and delivered as if the persons who signed or
sealed such Series 1993 Bonds had not ceased to hold such offices.
Any Series 1993 Bonds may be signed and sealed on behalf of the
Authority by such person who at the actual time of the execution of
such Series 1993 Bonds shall hold the proper office, although at
the date of such Series 1993 Bonds such person may not have held
such office or may not have been so authorized.
SECTION 9. NEGOTIABILITY. The Series 1993 Bonds issued here-
under shall be and shall have all of the qualities and incidents of
negotiable instruments under the laws of the State of Florida, and
each successive holder, in accepting any of the Series 1993 Bonds,
shall be conclusively deemed to have agreed that such Series 1993
Bonds shall be and shall have all of the qualities and incidents of
negotiable instruments under the laws of the State of Florida.
SECTION 10. REGISTRATION. All Series 1993 Bonds presented
for transfer, exchange, redemption or payment (if so required by
the Authority or the Registrar) shall be accompanied by a written
instrument or instruments of transfer or authorization for
exchange, in form and with guaranty of signature satisfactory to
the Authority or the Registrar, duly executed by the Registered
Owner or by his duly authorized attorney.
Upon surrender to the Registrar for transfer or exchange of
any Series 1993 Bond accompanied by an assignment or written
authorization for exchange, whichever is applicable, duly executed
by the Registered Owner or his attorney duly authorized in writing,
the Registrar shall deliver in the ,name of the Registered Owner or
the transf~ree or transferees, as the case may be, a new fully
registered Series 1993 Bond or Bonds of authorized denominations
and of the' same maturity and interest rate for the aggregate
principal amount which the Registered Owner is entitled to receive.
The Authority and the Registrar may charge the Registered
Owner a sum sufficient to reimburse them for any expenses incurred
in making any exchange or transfer after the first such exchange or
transfer following the delivery of the Series 1993 Bonds. The
Registrar or the Authority may also require payment from the Regis-
tered Owner or his transferee, as the case may be, of a sum suffi-
cient to cover any tax, fee or other governmental charge that may
be imposed in relation thereto. Such charges and expenses shall be
paid before any such new Series 1993 Bond shall be delivered.
18
/
Interest on the Series 1993 Bonds shall be paid to the Regis-
tered Owners whose names appear on the books of the Registrar on
the Record Date.
New Series 1993 Bonds delivered upon any transfer or exchange
shall be valid obligations of the Authority, 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~eries 1993 Bonds surrendered.
The Authority and the Registrar may treat the Registered Owner
of any Series 1993 Bond as,the absolute owner thereof for all pur-
poses, whether or not such Series 1993 Bond shall be overdue, and
shall not be bound by any.notice to the contrary. The person in
whose name any Series 1993 Bond is registered may be deemed the
Registered Owner thereof by the Authority and the Registrar, and
any notice to the contrary shall not be binding upon the Authority
or the Registrar.
Notwithstanding the foregoing provisions of this section, the
Authority reserves the right, on or prior to the delivery of the
Series 1993 Bonds, to amend or modify the foregoing provisions-
relating to registration of the Series 1993 Bonds in order to
comply with all applicable laws, rules, and regulations of the
united States and/or the State of Florida relating thereto.
SECTION 11. DISPOSITION OF SERIES 1993 BONDS PAID OR
REPLACED. Whenever any Series 1993 Bond shall be delivered to the
Registrar for cancellation, upon payment of the principal amount
thereof, or for replacement, transfer or exchange, such Series 1993
Bond shall be canceled and destroyed by the Registrar, and counter-
parts of a certificate of destruction evidencing such destruction
shall be furnished to the Authority.
SECTION 12. BONDS MUTILATED, DESTROYED, STOLEN OR 'LOST. In
case any series 1993 Bond shall .become mutilated or be destroyed,
stolen or lost, the Authority may in its discretion issue and
deliver a new Series 1993 Bond of like tenor as the Series 1993
Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Series 1993 Bond upon surrender and
cancellation of such mutilated Series 1993 Bond, or in lieu of and
substitution for the Series 1993 Bond destroyed, stolen or lost,
and upon the Registered Owner furnishing the Authority proof of his
ownership thereof and satisfactory indemnity and complying with
such other reasonable regulations and conditions as the Authority
may prescribe and paying such expenses as the Authorit~ may incur.
All Series 1993 Bonds so surrendered shall be canceled by the
Authority. If any of the Series 1993 Bonds shall have matured or
be about to mature, instead of issuing a substitute Series 1993
Bond, the Authority may pay the same, upon being indemnified as
aforesaid, and if such 'Series 1993 Bond be lost, stolen or
destroyed, without surrender thereof.
19
Any such duplicate Series 1993 Bonds issued pursuant to this
section shall constitute original, additional contractual obliga-
tions on the part of the Authority whether or not the lost, stolen
or destroyed Series 1993 Bonds be at any time found by anyone, and
such duplicate Series 1993 Bonds shall be entitled to equal and
proportionate benefits and rights as to lien on and.source and
s~curity for payment from the funds, as hereinafter pledged, to the
same extent as all other Series 1993 Bonds issued hereunder.
SECTION 13. BOOK ENTRY SYSTEM. Notwithstanding other provi-
sions hereof, the Series 1993 Bonds may, if so provided by Supple-
mental Resolution of the Authority, be initially issued in the form
of a separate single certificated fully registered Series 1993 Bond
for each of the maturities of such Series 1993 Bonds. In such case
upon initial issuance, the ownership of each such Series 1993 Bond
shall be registered in the registration books kept by the Registrar
in the name of Cede, as nominee of DTC.
with respect to Series 1993 Bonds registered in the registra-
tion books kept by the Registrar in the name of Cede, as nominee of
DTC, the Authority, the Registrar and the Paying Agent shall have
no responsibility or obligation to any participant or to any
indirect participant. without limiting the immediately preceding
sentence, the Authority, the Registrar and the Paying Agent shall
have no responsibility or obligation with respect to (i) the accur-
acy of the records of DTC, Cede or any participant with respect to
any ownership interest in the Series 1993 Bonds, (ii) the delivery
to any participant or any other person other than a Registered
Owner, as shown in the registration books kept by the Registrar, of
any notice with respect to the Series 1993 Bonds, including any
notice of redemption, or (iii) the payment to any participant or
any other person, other than a Registered Owner, as shown in the
registration books kept by the Registrar, of any amount wi th
respect to principal of, premium, if any, or interest on the Series
1993 Bonds. The Authority, the Registrar and the paying Agent may
treat and consider the person' in whose name each Series 1993 Bond
is registered in the registration books kept by the Registrar as
the holder and absolute owner of such Series 1993 Bond for the
purpose of payment of principal, redemption premium, if any, and
interest with respect to such Series 1993 Bond, for the purpose of
giving notices of redemption and other matters with respect to such
Series 1993 Bond, for the purpose of registering transfers with
respect to such Series 1993 Bond, and for all other purposes
whatsoever. The Paying Agent shall pay all principal of,
redemption premium, if any, and interest on the Series 1993 Bonds
only to or upon the order of the respective Registered. Owners, as
shown in the registration books kept by the Registrar, or their
respective attorneys duly authorized in writing, as provided herein
and all such payments shall be valid and effective to fully satisfy
and discharge the Authority'S obligations with respect to payment
of principal of, premium, if any, and interest on the Series 1993
Bonds to the extent of the sum or sums so paid. No person other
20
than a Registered Owner, as shown in the registration books kept by
the Registrar, shall receive a certificated Series 1993 Bond
evidencing the obligation of the Authority to make payments of
principal, premium, if any, and interest pursuant to the provisions
hereof. Upon delivery-by DTC to the Authority of written notice to
the effect that DTC has determined to substitute a new nominee in
place of Cede, and subject to the provisions herein with respect to
Record Dates, the word "Cede" in this Resolution shall refer to
such new nominee of DTC; and upon receipt of such a notice the
Authority shall promptly deliver a copy of the same to the
Registrar and the Paying Agent.
Upon receipt by the Authority of written notice from DTC (i)
to the effect that DTC, has received written notice from the
Authority or from participants having interests, as shown in the
records of DTC, in an aggregate principal amount of not less than
fifty percent (50%) of the aggregate principal amount of the then
outstanding Series 1993 Bonds to, the effect that a continuation of
the requirement that all of the outstanding Series 1993 Bonds be
registered in the registration books kept by the Registrar in the
name of Cede, as nominee of DTC, is not in the best interest of the
beneficial owners of the Series 1993 Bonds or (ii) to the effect.
that DTC is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of
DTC hereunder can be found which is willing and able to undertake
such functions upon reasonable and customary terms, such Series
1993 Bonds shall no longer be restricted to being registered in the
registration books kept by the Registrar in the name of Cede, as
nominee of DTC, but may be registered in whatever name or names
Registered Owners transferring or exchanging such Series 1993 Bonds
shall designate, in accordance with the provision hereof.
SECTION 14. REDEMPTION OF BONDS. The terms of this section
14 shall apply to redemption of Bonds other than Capital Apprecia-
tion Bonds or Variable Rate Bonds. . The terms and provisions
rela~ing to redemption of Bonds ~h~ll be~rovided by Supplemental
Resolution. .
The Bonds shall be redeemed only in the principal amount of
$5,000 each and integral multiples thereof. The Authority shall,
at least sixty (60) days prior to ,the redemption date (unless a
shorter time period shall be satisfactory to the Registrar) notify
the Registrar of such redemption date and of the principal amount
of Bonds to be redeemed. For purposes of any redemption of less
than all of the Outstanding Bonds of a single maturity, , the
particular Bonds or portions of Bonds to be redeemed shall be
selected not more than forty-five (45) days prior to the redemption
date by the Registrar from the Outstanding Bonds of the maturity or
maturities designated by the Authority by such method as the
Registrar shall deem fair and appropriate and which may provide for
the selection for redemption of Bonds or portions of Bonds in
principal amounts of $5,000 and integral multiples thereof.
21
If less than all of the Outstanding,Bonds of a single maturity
are to be redeemed, the Registrar shall promptly notify the
Authority and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds
selected for redemption and, in the case of any Bond selected for
partial redemption, the principal amount thereof to be redeemed.
Unless,waived by any Holder of Bonds to be redeemed, notice of
any redemption made pursuant to this section shall be given by the
Registrar on behalf of the Authority by mailing a copy of an
official redemption notice by registered or certified mail at least
30 days and not more than 60 days prior to the date fixed for
redemption to each Holder of Bonds to be redeemed at the address of
such Holder shown on the registration books maintained by the
Registrar or at such other address as shall be furnished in writing
by such Holder to the Registrar. Provided, however, that no defect
in any notice given pursuant to this section to any Holder of Bonds
to be redeemed nor failure to give such notice shall in any manner
defeat the effectiveness of a call for redemption as to all other
Holders of Bonds to be redeemed.
Every official notice of redemption .sha11 be dated and shal~
state:
(i) the redemption date,
(ii) the Redemption Price,
(iii) if less' than all outstanding Bonds are to be
redeemed, the number (and, in the case of a partial redemption
of any Bond, the principal amount) of each Bond to be
redeemed,
(iv) that on the redemption date the Redemption Price
will become due and payable upon each such Bond or portion
thereof called fC?r redemption, anci tpat interest thereon shall
cease to accrue.from and ~f~er~aid date, and
(v) that such Bonds to be redeemed, whether as a whole
or in part, are to be surrendered for payment of the Redemp-
tion Price at the principal office of the Registrar.
Prior to any redemption date, the Authority shall deposit with
the Registrar an amount of money sufficient to pay the Redemption
Price of all the Bonds or portions of Bonds which are to be
redeemed on that date.
, .
Official notice of redemption having been given as aforesaid,
the Bonds or portions of Bonds to be redeemed shall, on the redemp-
tion date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Authority shall
default in the payment of the Redemption Price) such Bonds or
22
portions of Bonds shall cease to bear interest. Upon surrender of
such. Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar at the Redemption Price. Each
check or other transfer of funds issued by the Registrar for the
purpose of the payment of the Redemption Price of Bonds being
redeemed shall bear the CUSIP number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds of such check
or other transfer. Installments of interest due on or prior to the
redemption date shall be payable as herein provided for payment of
interest. Upon surrender for any partial redemption of any Bond,
there shall be prepared for the Holder a new Bond or Bonds of the
same maturity in the amount of the unpaid principal of such parti-
ally redeemed Bond. . All Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be
given by the Authority as set out below, but no defect in said
further notice nor any failure to give all or any portion of such
further notice shall in any manner defeat the effectiveness of a
call for redemption if notice thereof is given as above prescribed.
(i) Each furthe~ notice of redemption given hereunder
shall contain the information required above for an officiai
notice of redemption plus (i) the CUSIP numbers of all Bonds
being redeemed; (ii) the date of issue of the Bonds as origi-
nally issued; (iii) the rate of interest borne by each Bond
being redeemed; (i v) the maturity date of each Bond being
redeemed; and (v) any other descriptive information needed to
identify accurately the Bonds being redeemed.
(ii) Each further notice of redemption shall be sent at
least 35 days before the redemption date by registered or
certified mail or overnight delivery service to all registered
securities depositories then in the business of holding sub-
stantial amounts of obligations of types similar to the type
of which the Bonds consist (such depositories now being
Depository Trust Company of New York, New York, Midwest
Securities Trust Company of chicago, Illinois, Pacific
Securities Depository Trust Company of San Francisco,
California, and Philadelphia Depository Trust Company of
Philade1phia, Pennsylvania) and to one or more national
information services that disseminates notices of redemption
of obligations such as the Bonds.
(iii) Each such further notice shall be published one
time in the Bond Buver of New York, New York or, if such
publication is impractical or unlikely to reach a substantial
number of the Holders of the Bonds, in some other financial
newspaper or journal which regularly carries notices of
redemption of obligations similar to the Bonds, such
publication to be made at least 30 days prior to the date
fixed for redemption.
23
Any Bond which is to be redeemed only in part shall be sur-
rendered at any place of payment specified in the notice of redemp-
tion (with due endorsement by, or written instrument of transfer in
form satisfactory to, the Registrar duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and
the Authority shall execute and the Registrar shall authenticate
and deliver to the Holder of such Bond, without service charge, a
new Bond or,Bonds, of the same interest rate and maturity, and of
any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bonds so surrendered.
Notice of redemption having been given substantially as
aforesaid, the Bonds or portions of Bonds so to be redeemed shall,
on the redemption date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the
Authority shall default in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to bear interest. Upon
surrender of such Bonds for redemption in accordance with said
notice, such Bonds shall be paid by the Registrar and/or Paying
Agent at the appropriate Redemption Price, plus accrued interest.
All Bonds which have been redeemed shall be canceled by the
Registrar and shall not be reissued. .
SECTION 15. FORM OF BONDS. The text of the Series 1993 Bonds
and the certificate of authentication shall be in substantially the
following form, with such omissions, insertions and variations as
may be necessary and desirable and authorized and permitted by this
Resolution or by any Supplemental Resolution adopted prior to the
issuance thereof:
24
[FORM OF SERIES 1993 BOND]
No. R -
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
SOUTH SEMINOLE AND NORTH ORANGE COUNTY
WASTEWATER TRANSMISSION AUTHORITY
SEWER REVENUE REFUNDING BOND, SERIES 1993
Interest Rate
Maturitv Date
Date of Original Issue
CUSIP
Registered Owner:
principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the South Seminole and
North Orange County Wastewater Transmission Authority (hereinafter
called "Authority"),' a . public body corporate and politic duly
created, organized and existing under the laws of the State of
Florida (the "State") for value received, hereby promises to pay
solely from the sources and in the manner hereinafter provided, to
the order of the Registered Owner identified above, or registered
assigns (the "Registered Owner"), on the Maturity Date specified
above (or earlier as herein provided) upon the presentation and
surrender hereof at the principal corporate trust office of
, in the City of
, (the "Paying Agent"), the Principal
Amount set forth above, and to pay, solely from said sources, to
the Registered Owner hereof by check or draft mailed to the
Registered Owner at his address as it appears on the registration
books of the Paying Agent, interest on said principal sum on each
April 1 and October' 1 commencing .' . 1, ~9 from the
interest payment date next preceqing the date of registration and
authentication of th~s Bond, unless this Bond is registered and
authenticated as. of an' .interest payment date, in which case it
shall bear interest from said interest payment date or unless this
Bond is registered and authenticated prior to the first interest
payment date, in which event this Bond shall bear interest from the
Dated Date.
THE AUTHORITY HAS NO. TAXING POWER. THE BONDS SHALL NOT
CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE
OF FLORIDA OR ANY LOCAL GOVERNMENT THEREOF, AND NEITHER THE STATE
.NOR ANY LOCAL GOVERNMENT THEREOF SHALL BE LIABLE THEREON, NOR SHALL
THE FAITH, CREDIT, REVENUES NOR THE TAXING POWER OF THE STATE OR
ANY LOCAL GOVERNMENT THEREOF BE PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. THE BONDS
25
ARE SPECIAL OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE
PLEDGED REVENUES AS DEFINED IN THE RESOLUTION.
This Bond does not constitute an indebtedness of the Authority
within the meaning of any constitutional, statutory or charter pro-
vision or limitation, and it is expressly agreed by the Registered
Owner of this Bond that such Registered Owner shall never have the
right to require or compel the exercise of the ad valorem taxing
power if ever obtained by the Authority for the payment of the
principal of and interest on this Bond or the making of any Debt
Service Fund, reserve or other payments provided for in the
Resolution.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the Reso-
lution until it shall have been authenticated by the execution by
the Paying Agent of the Certificate of Authentication endorsed
hereon.
IN WITNESS WHEREOF, the South Seminole and North Orange County
Wastewater Transmission Authority, Florida, has issued this Bond
and has caused the same to be signed by the Chairman and counter-
signed and attested to by the Secretary either manually or witn
their facsimile signatures, and its seal or a facsimile thereof to
be fixed, impressed, imprinted, lithographed or reproduced hereon~
all as of the Dated Date set forth above.
SOUTH SEMINOLE AND NORTH ORANGE
COUNTY WASTEWATER TRANSMISSION
AUTHORITY
( SEAL)
(facsimile)
Chairman
ATTESTED AND COUNTERSIGNED:
(facsimile)
Secretary
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within mentioned Resolution.
,
Paying Agent, as Authenticating
Agent
By (Manual Signature)
Authorized Officer
Date of Authentication:
26
[BACK OF BOND]
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $ of like date, tenor and
effect, except as to number, maturity and interest rate, issued for
the purpose of refunding the certain outstanding obligations of the
Authority which were issued for the acquisition, construction and
equipping of facilities for the interception, Collection, transmis-
sion and disposal of wastewater and other improvements to the
wastewater treatment facility (the "System") pursuant to the
authori ty of and in full compliance with the Constitution and
Statutes of the Stat~ of Florida, including particularly Chapter
78-617, Laws of Florida, Special Acts of 1978, as may be amended
and sUpplemented and a resolution duly adopted by the Authority on
' 1993, as amended and sUpplemented (herein called
"Resolution"), and is subject to all the terms and conditions of
such Resolution.
This Bond is payable solely from and secured by a prior lien
upon and pledge of the Pledged Revenues, as defined in the Resolu-
tion, derived and collected by the Authority from the operation of
the System in the manner provided in the Resolution.
(Insert provisions for redemption)
It is further agreed between the Authority and the Registered
Owner of this Bond that this Bond and the indebtedness evidenced
thereby shall not constitute a lien Upon the System, or any part
thereof, or on any other property of the Authority, but shall
constitute a lien only on the Pledged Revenues all in the manner
provided in the Resolution.
The Authority in the Resolution has Covenanted and agreed with
the Registered Owners of the Bonds of this issue to' fix, establish,
maintain and collect such rates, fees, rentals and other charges
for the servic~s of the System so as to always provide in each
year, Gross Revenues, as defined in the Resolution, sufficient to
pay 100% of the costs of operation and maintenance of the System in
such year; 110% of the Annual Debt Service Requirement, and 100% of
all reserve or other payments provided for in the Resolution for
the Bonds and all OUtstanding Additional Parity Obligations and
that such rates, fees, rentals and other charges will not be
reduced so as to be insufficient to provide Revenues for such
purposes. The Authority has entered into certain further covenants
with the Registered Owners of the Bonds of this issue for the terms
of which reference is made to the Resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed
precedent to and in the issuance of this Bond and the Series of
27
\
which it is a part eXist, have happened and have been performed in
regular and due form and time as required by the laws and Constitu_
tion of the State of Florida aPPlicable thereto, and that the
issuance Of the Bonds of this issue does not violate any constitu_
tional or statutory limitations or provisions.
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial COde _ Invest-
ment Securities Law of the State of Florida.
The .transfer of this Bond is registrable by the Registered
Owner hereof in person or by his attorney or legal representative
at the principal corporate trust office of the Registrar but only
in the manner and Subject to the Conditions provided in the Resolu-
tion and upon surrender and cancellation of this Bond.
[STATEMENT OF INSURANCE}
..
l
t
,
I
28 I
r
i
i
i
I
I
;
\
\,
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other identifying number of
assignee) the attached bond of the South
Seminole and North Orange County Wastewater Transmission Authority,
and does hereby constitute and appoint
, attorney, to tra~sfer the said bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Date
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm
of the New York Stock
Exchange or a commercial bank
or a trust company.
NOTICE: No transfer will be
registered and no new Bonds will
be issued in the name of the
Transferee ~ unless, the signature
to this assignment corresponds
with the name as it appears upon
the face of the wi thin Bond in.
every particular, without altera-
tion or enlargement or any change
whatever and the Social Security
or Federal Employer Identification
Number of the Transferee is sup-
plied. If the Transferee is a
trust, the names and Social Secur-
ity or Federal Employer Identifi-
cation Numbers of the settlor and
beneficiaries of the trust, the
Federal Employer Identification
Number and date of the trust and
the name of the trustee should be
supplied.
The following abbreviations, when used in the inscription on
the face of the within bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right Custodian for
of survivorship and not as
tenants in common
(Custodian)
. Minor
under Uniform Gift to Minors
Act of
State
Additional Abbreviations may also be used though not in the
list above.
[END FORM OF BOND]
29
SECTION 16. CREATION OF FUNDS. There are hereby created and
established the following funds and accounts, which funds and
accounts shall be trust funds for the purposes herein provided and
used only in the manner herein provided:
(A) The "South Seminole and North Orange County Wastewater
Transmission Authority Revenue Fund" (hereinafter sometimes called
the "Revenue Fund"), to be held by the Authority and to the credit
of which deposits shall be made as required by section 19(A) here-
of.
(B) The "South Seminole and North Orange County Wastewater
Transmission Authority Debt Service Fund" (hereinafter sometimes
called the "Debt Service Fund") to be held by the Authority and to
the credit of which deposits shall be made as required by Section
19 (B) (2) hereof. In such fund there shall be maintained the
following accounts: the Principal Account, the Interest Account,
Bond Amortization Account and the Redemption Account.
(C) The "South Seminole and North Orange County Wastewater
Transmission Authority Reserve Fund" (hereinafter sometimes called
the "Reserve Fund") to be held by the Authority .andto the credit,
of which deposits shall be made as required by section 19(B)(3)
hereof. In such fund there shall be maintained separate accounts
for each Series of Bonds.
(D) The "South Seminole and North Orange County Wastewater
Transmission Authority Operation and Maintenance Fund" (hereinafter
sometimes called the "Operation and Maintenance Fund"), to be held
by the Authority and to the credit of which deposits shall be made
as required by section 19(B) (1) hereof. In such fund there shall
~be maintained the following accounts: the Operation and Mainte-
nance Expense Account and the Working Capital Account.
(E) The "South Seminole and North Orange County Wastewater
Transmission Authority Subordinated Debt Service Fund" (hereinafter
sometimes cal1.ed the "Subordinated Debt Service Fund"), to be held
by the Authority and.. to .the credit of which deposits shall be made
as required by Section19(B) (7) hereof.
(F) The "South' S'eminole and North Orange County Wastewater
Transmission Authority Renewal and Replacement Fund" (hereinafter
sometimes called the "Renewal and Replacement Fund"), to be held by
the Authority and to the credit of which deposits shall be made as
required by Section 19(B) (6) hereof.
(G) The "South Seminole and North Orange County Wastewater
Transmission Authority State Loan Repayment Fund" (hereinafter
sometimes called the "State Loan Repayment Fund") to be held by the
Authority and to the credit of which deposits shall be made as
required by Section 19(B) (8) hereof.
30
(H) The "South Seminole and North Orange County Wastewater
Transmission Authority Construction Fund" (hereinafter sometimes
called the "Construction Fund"), to be held by the Trustee to be
appointed by Supplemental Resolution of the Authority and to the
credit of which deposits shall be made as required by section 17(E)
hereof. within such fund there shall be maintained separate
accounts for each Series of Bonds. There shall furthermore be
maintained in such fund separate accounts for capitalized interest
funded from'the proceeds of any Series of Bonds.
(1) The "South Seminole and North Orange County Wastewater
Transmission Authority Depreciation Reserve Fund" (hereinafter
sometimes called the "Depreciation Reserve Fund"), to be held by
the Authority and to the credit of which deposits shall be made as
required by section 19(B) hereof.
SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the
sale of any or all of the Bonds shall be applied by the Authority
simultaneously with the delivery of such Bonds to the purchaser
thereof, as follows:
(A) The accrued interest from date of the Bonds to the date"
of delivery on the Bonds, shall be deposited in the Interest
Account in the Debt Service Fund and shall be used only for the
purpose of paying interest becoming due on the Bonds.
(B) To the extent not paid by the original purchaser of the
Bonds, the Authority shall pay all costs and expenses in connection
with the preparation, issuance and sale of the Bonds.
(C) To the extent not provided by other funds of the Author-
ity, bond insurance or other form of credit facility, the Authority
shall deposit to the Reserve Account in the Reserve Fund
established for any Series of Bonds, a sum equal to the Reserve
Account Requirement for such Series of Bonds.
(D) A sum from the proceeds of the Series 1993 Bonds which,
together with the other funds to be deposited pursuant to the
Escrow Deposit Agreement, and the investment income to be derived
therefrom, will be sufficient to pay, as of any date of calcula-
tion, the principal of, redemption premium, if any, and interest on
the Refunded Bonds as the same shall become due and/or redeemable,
shall be deposited pursuant to the Escrow Deposit Agreement.
Such funds shall be kept separate and apart from all other
funds of the Authority, and the money on deposit therein shall be
withdrawn, used and applied solely for the purposes set forth in
the Escrow Deposit Agreement.
Simultaneously with the delivery of the Series 1993 Bonds to
the original purchaser thereof, the Authority shall enter into the
31
Escrow Deposit Agreement which shall provide for the deposit of
sums and for the investment of money in appropriate Federal Securi-
ties so as to produce sufficient funds to make all the payments
described in such Escrow Deposit Agreement. At the time of deliv-
ery of such Escrow Deposit Agreement, the Authority shall furnish
to the escrow holder named therein appropriate documentation to
demonstrate that the sums being deposited and the investments to be
. made will be sufficient for such purposes.
(E) The balance of the proceeds of any Series of Bonds
(unless Refunding Bonds) and any governmental grants, either state
or federal, contributions in Aid of Construction when and if
received, shall be deposited into the Construction Fund and shall
be used and applied pursuant to and in accordance with the terms
and conditions of the Trust Indenture and approved solely for the
payment of the costs of issuance and the cost of the acquisition,
construction and equipping of any Project authorized by Supple-
mental Resolution and in the Trust Indenture which shall be
approved by Supplemental Resolution and for no other purposes
whatsoever.
SECTION' 18. SPECIAL OBLIGATIONS OF AUTHORITY. The Bonds
shall not be or constitute general obligations or indebtedness of-
the Authority as "bonds" within the meaning of the Constitution of
the State of Florida, but shall be payable solely from and secured
by a lien upon and a pledge of the Pledged Revenues as herein
provided. No Registered Owner or Registered Owners of any Bonds
issued hereunder shall ever have the right to compel the exercise
of ad valorem taxing power on real and personal property, if such
power is ever obtained by the Authority. Principal of and interest
on the Bonds shall not be paid from any other funds of the Author-
ity except from the special funds in the manner provided herein.
The payment of the principal of and interest on the Bonds
shall be secured forthwith equally and ratably by an irrevocable
lien on the Pledged Revenues, as defined herein, derived from the
operation of the system prior and superior to all other liens or
encumbrances on such Pledged 'Revenues, and the Authority does
irrevocably pledge such ~ledged Revenues from the System to the
payment' of the principal of and interest on the Bonds, for the
reserves therefor and for all other' required payments.
SECTION 19. COVENANTS OF THE AUTHORITY. For as long as any
of the principal of and interest on any of the Bonds shall be out-
standing and unpaid or until there shall have been set apart in the
Debt Servi~e Fund, herein established, including the Reserve Fund,
herein established, a sum sufficient to pay when due the entire
principal of the Bonds remaining unpaid, together with interest
accrued and to accrue thereon, the Authority covenants with the
Holders of any and all Bonds as follows:
32
(A) REVENUE FUND. The entire Gross Revenues derived from the
operation of the System shall upon receipt thereof be deposited in
the Revenue Fund. Such Revenue Fund shall constitute a trust fund
for the purposes herein provided and used only for the purposes and
in the manner herein provided and shall, as all other funds and
accounts created herein, be continuously secured in the manner by
which the deposit of public funds are authorized to be secured by
the laws of_the State.
. (~) DISPOSITION OF REVENUES. All Revenues at any time
rema1n1ng on deposit in the Revenue Fund shall be disposed of on or
before the fifteenth (15) day of each month commencing in the month
immediately following delivery of the Bonds only in the following
manner and in the following order of priority:
(1) From the moneys in the Revenue Fund, the Authority
shall deposit in the Operation and Maintenance Fund and credit
to the Operation and Maintenance Expense Account hereby
created in said fund an amount sufficient to pay the Cost of
Operation and Maintenance coming due in the next ensuing
month.
(2) From the moneys remaining in the Revenue Fund, the
Authority shall next deposit into the Debt Service Fund and
credit to the following accounts within said fund, each on a
parity with each other, the following identified sums:
(a) Interest Account: one-sixth (1/6) of all
interest becoming due on the Bonds on the next semiannual
interest payment date, together with any fees or charges
of the paying agents therefor. The moneys in the Inter-
est Account shall be withdrawn and deposited with the
Paying Agent for the Bonds on or before each interest
payment date in an amount sufficient to pay the interest
due. The Authority shall adjust the amount of the
deposit into the Interest .Account . not later than the
month i~ediate1y .preceding any Interest Date so as to
provide sufficient moneys in the Interest Account to pay
the interest on the Bonds coming due on such Interest
Date.
(b) Principal Account: next, the Authority shall
deposit into or credit to the principal Account the sum
which, together with. the balance in said Account, shall
equal the principal amounts on all outstanding Bonds due
and unpaid and that portion of the principal next due
which would have accrued on said Bonds during the then
current calendar month if such principal amounts were
deemed to accrue monthly (assuming that a year consists
of twelve (12) equivalent calendar months of thirty (30)
days each) in equal amounts from the next preceding
principal payment due date, or, if there is no such
33
preceding principal payment due date, from a date one
year preceding the due date of such principal amount.
Moneys in the Principal Account shall be used to pay the
principal of the Bonds as and when the same shall mature,
and for no other purpose. The Authority shall adjust the
amount of the deposit to the Principal Account not later
than the month immediately preceding any principal
payment date so as to provide sufficient moneys in the
principal Account to pay the principal on Bonds becoming
due on such principal payment date.
(c) Bond Amortization Account: commencing in the
month which is one year prior to any Amortization
Installment due date, the Authority shall deposit into or
credit to the Bond Amortization Account the sum which,
together with the balance in said Account, shall equal
the Amortization Installments on all Bonds Outstanding
due and unpaid and that portion of the Amortization
Installments of all Bonds outstanding next due which
would have accrued on such Bonds during the then current
calendar month if such Amortization Installments were
deemed to accrue monthly (assuming that a year consist~
of twelve (12) equivalent calendar months having thirty
(30) days each) in equal amounts from the next preceding
Amortization Installment due date, or, if there is no
such preceding Amortization Installment due date, from a
date one year preceding the due date of such Amortization
Installment. Moneys in the Bond Amortization Account
shall be used to purchase or redeem Term Bonds in the
manner herein provided, and for no other purpose. The
Authority shall adjust the amount of the deposit into the
Bond Amortization Account not later than the month
immediately preceding any date for payment of an Amorti-
zation Installment so as to provide sufficient moneys in
the Bond Amortization Account to pay the Amortization
Installments on the Bonds coming due on such date.
Payments to the Bond Amortization Account shall be on a
parity with payments to the Principal Account.
Amounts accumulated in the Bond Amortization Account
with respect to any Amortization Installment (together
with amounts accumulated in the Interest Account with
respect to interest, if any, on the Term Bonds for which
such Amortization Installment was established) may be
applied by the Authority, on or prior to the sixtieth
(60th) day preceding the due date of such Amortization
Installment (a) to the purchase of Term Bonds of the
Series and maturity for which such Amortization
Installment was established, at a price not greater than.
the Redemption Price at which such Term Bonds may be
redeemed on the first date thereafter on which such Term
Bonds shall be subject to redemption, or (b) to the
34
redemption at the applicable Redemption Price of such
Term Bonds, if then redeemable by their terms. The
applicable Redemption Price (or principal amount of
maturing Term Bonds) of any Term Bonds so purchased or
redeemed shall be deemed to constitute part of the Bond
Amortization Account until such Amortization Installment
date, for the purposes of calculating the amount of such
Account. As soon as practicable after the sixtieth
(60th) day preceding the due date of any such Amortiza-
tion Installment, the Authority shall proceed to call for
redemption on such due date, by causing notice to be
given as provided in section 14 hereof, Term Bonds of the
Series and maturity for which such Amortization Install-
ment was established (except in the case of Term Bonds
maturing on an Amortization Installment date) in such
amount as shall be necessary to complete the retirement
of the unsatisfied balance of such Amortization Install-
ment. The Authority shall payout of the Bond Amortiza-
tion Account and the Interest Account to the appropriate
Paying Agents" on or before the day preceding such
redemption date (or maturity date), the amount required
for the redemption (or for the payment of such Term Bonds
then maturing), and such amount shall be applied by such"
paying Agents to such redemption (or payment). All
expenses in connection with the purchase or redemption of
Term Bonds shall be paid by the Authority from the
Revenue Fund.
(d) Redemption Account: an amount sufficient to
pay any Redemption Price of any Bonds called for optional
redemption under terms of this Resolution or any Supple-
mental Resolution of the Authority.
(3) From the moneys remaining in the Revenue Fund, the
Authority shall next deposit into or credit to each account in
the Reserve Fund, a sum sufficient to maintain therein an
amount 'equal to the .Reserve Account Requirement for each
Series of, Bonds. Mo"neys in the Reserve Fund shall be used
only for the'purpose of the payment of maturing principal of
or interest or Amortization Installments with respect to such
Bonds when the other moneys in the Debt Service Fund are
insufficient therefor, and for no other purpose. However,
whenever the moneys on deposit in the Reserve Fund exceed the
Reserve Requirement, such excess shall be withdrawn and
deposited into the Interest Account.
Upon the issuance of' any Additional Bonds under the
terms, limitations and conditions as herein provided, the
Authority shall, on the date of delivery of such Additional
Bonds, increase the sum required to be maintained on deposit
in the Reserve Fund to be at least equal to the Reserve
Requirement on all Outstanding Bonds including the Additional
35
Bonds then issued. Such required sum may be paid in full or
in part from the proceeds of such Additional Bonds.
In lieu of the required deposit into the Reserve Fund,
the Authority may cause to be deposited into the Reserve Fund
a surety bond, irrevocable letter of credit, guaranty or an
insurance policy for the benefit of the Bondholders in an
amount-equal to the difference between the Reserve Requirement
and the sums then on deposit in the Reserve Fund, if any.
Such surety bond, irrevocable letter of credit, guaranty or
insurance policy shall be payable to the Paying Agent (upon
the giving of notice at the time and in the form required
thereunder) on any Interest Date on which a deficiency exists
which cannot be cured by funds in any other fund or account
held pursuant to this Resolution and available for such
purpose. The Issuer providing such surety bond, irrevocable
letter of credit, guaranty or insurance policy shall either be
(a) an insurer (i) whose municipal bond insurance policies
insuring the payment, when due, of the principal of and
interest on municipal bond issues results in such issues being
rated in one of the two highest rating categories (without
regard to gradations, such as "plus" or "minus" of sucl1
categories) by Standard & Poor's Corporation and Moody' s
Investors Service, or (ii) who holds one of the two highest
policyholder ratings accorded insurers by A~ M. Best &
Company, or any comparable service, or (b) a commercial bank,
insurance company or other financial institution the bonds
payable or guaranteed by which have been assigned a rating by
Moody's Investors Service and Standard & Poor's Corporation in
one of the two highest rating categories (without regard to
gradations, such as "plus" or "minus" of such categories).
Any withdrawals from the Reserve Fund shall again be
subsequently restored from the first moneys available in the
Revenue Fund after all required payments from the Revenue Fund
(including all deficiencies in prior required payments
therefrom) have been made in full.
Moneys in the Reserve Fund shall be used only for the
purpose of paying the Annual Debt Service Requirement on the
Bonds when the other moneys in the Debt Service Fund are
insufficient therefor, and for no other purpose. Whenever the
amount on deposit in the Reserve Fund exceeds the then current
Reserve Requirement, the excess may be withdrawn from the
Reserve Fund and deposited in any other account in the Debt
Service Fund.
(4) Upon the issuance of any Additional Parity Obliga-
tions under the terms, limitations and conditions as are
herein provided, the payments into the several accounts in the
Debt Service Fund, including, if Term Bonds are issued, the
Bond Amortization Account, shall be increased in such amounts
36
"
as shall be necessary to make the payment for the principal
of, interest on and reserves for such Additional Parity
Obligations on the same basis as hereinabove provided with
respect to the Bonds initially issued under this Resolution.
(5) There shall next be deposited in the Working Capital
Account an amount which when added to other amounts on deposit
therein will equal $250,000 or an amount equal to the maximum
Cost of Operation and Maintenance for any two consecutive
months in the prior Fiscal Year whichever is greater. No
further deposits shall be made into the Working capital
Account whenever the amount on deposit therein is equal to the
maximum therein required to be on deposit. Moneys on deposit
in said account may be used only to pay (i) the Cost of Opera-
tion and Maintenance when funds in the Operation and Mainte-
nance Expense Account are insufficient for that purpose and
(ii) to pay principal of and interest on the Bonds in the
event that the Reserve Fund is deficient for that purpose.
Any withdrawals shall be subsequently restored in the manner
herein first provided.
(6) The Authority shall next apply and deposit annuall~
from the moneys remaining on deposit in the Revenue Fund into
the Renewal and Replacement Fund, an amount equal to one-
twelfth (1/12) of five percent (5%) of the Gross Revenues
received during the immediately preceding Fiscal Year, such
deposit to be continued to be made for the purpose of this
account; provided that no deposit shall be required to be made
so long as there is an amount on deposit in the Renewal and
Replacement Fund equal to $300,000 or such other larger amount
as may be determined by resolution of the Board. The moneys
in the Renewal and Replacement Fund shall be used only for the
purpose of paying the cost of extensions, enlargements or
addi tions to, or the replacement of capital assets of the
System and emergency repairs thereto. Such moneys on deposit
in such fund shall also be used to supplement the Reserve
Fund, if necessary, in order to prevent a default in the pay-
ment of the principal of and interest on the Bonds. No
expenditures shall be made from the Renewal and Replacement
. Fund until approved and found by resolution of the Board to be
in compliance with the aforementioned purposes. All expendi-
tures or disbursements shall be jointly approved by the
Executive Director and anyone member of the Board.
(7) To the extent moneys are available and on deposit in
the Revenue Fund, there shall next be deposited into the
Subordinated Debt Service Fund an amount required to be paid
currently, if any, for principal, interest, mandatory redemp-
tion payments and debt service reserve payments, if any, on
subordinated and junior debt service obligations of the
Authori ty issued for the purposes stated in Section 19 (R)
herein, but for no other purposes.
37
(8) To the extent moneys are available and on deposit in
the Revenue Fund, there shall next be deposited into the state
Loan Repayment Fund such amount, if any, as may be required to
make the monthly state Loan Payment pursuant to any state of
Florida Pollution Control Loan Agreement entered into by the
Authority pursuant to the powers granted by Article VII,
section 14 of the Florida Constitution and section 403.1835,
Florida statutes, or any legislation continuing such
authority.
(9) To the extent moneys are available and on deposit in
the Revenue Fund, the Authority shall next deposit into the
Depreciation Reserve Fund such amount as shall be determined
by annual budget of the Authority, or as otherwise determined
by the Authority. At any time and from time to time, the
Authority may transfer for deposit into the Depreciation
Reserve Fund to be applied for the purpose set forth herein
from any source, such amount as the Authority deems necessary
or desirable. Moneys in the Depreciation Reserve Fund shall
be transferred each, month to the Revenue Fund in an amount
equal to the amount budgeted for transfer into such fund as
set forth in the current annual budget of the Authority as the
amount determined by the Authority to be used for the payment
of Cost of Operation and maintenance. Costs for removal and
transfer of used and usable capital facilities caused by
governmental requirements or directives may be paid directly
from the Depreciation Reserve Fund . Notwithstanding any
provision of this Resolution to the contrary, moneys in the
Depreciation Reserve Fund may only be used for payment of the
costs stated herein.
(10) The balance of any moneys remaining in the Revenue
Fund after the above required payments have been made may be
used for any lawful purpose; provided, however, that none of
said moneys shall be used for any purposes other than those
hereinabove specified unless all current payments, including
any deficiencies for prior payments, have been made in full
and unless the Authority shall have complied fully with all
the covenants and provisions of the Resolution, except that no
money shall be returned to any public or private user of the
System. '
(11) The Debt Service Fund (including the accounts
therein), the Reserve Fund, the Renewal and Replacement Fund,
the Revenue Fund, _the Depreciation Reserve Fund and any other
special funds herein established and created shall'constitute
trust funds for the purposes provided herein for such funds.
Moneys on deposit. in the Revenue Fund and the Debt
Service Fund may be invested and reinvested in Investment
Securities (or as otherwise provided) which mature not later
than the dates on which the moneys on deposit therein will be
38
needed for the purpose of such funds. The moneys in the
Renewal and Replacement Fund up to $100,000 may be invested
and reinvested in Investment Securities maturing not later
than one year from their date, all moneys above $100,000 may
be invested up to five (5) years. Moneys in the Reserve Fund
may be invested and reinvested in Investment Securities in the
discretion of the Board maturing not later than five (5) years
from their date. Investments in the Reserve Fund shall be
valued at fair market value and marked to market at least once
per year. After completion of construction of the System,
moneys, if any, remaining in the Construction Fund shall be
transferred first to the Working Capital Account until it is
fully funded and then, to the extent moneys are remaining, to
the Renewal and Replacement Fund unless the maximum amount to
be on deposit therein is on deposit. If thereafter, moneys
are still remaining on deposit in the Construction Fund, such
moneys shall be transferred to the Revenue Fund. Furthermore,
after completion of construction of the System all income from
the investments of all funds and accounts shall be deposited
in the Revenue Fund.
(12) The Authority, in its discretion, may use moneys in
the Principal Account and the Interest Account to purchase or
redeem Bonds coming due on the next principal payment date,
provided such purchase or redemption does not adversely affect
the Authority's ability to pay the principal or interest
coming due on such principal payment date on the Bonds not so
purchased or redeemed.
(13) In the event the Authority shall issue a Series of
Bonds secured by a Credit Facility, the Authority may estab-
lish such separate subaccounts in the Interest Account, the
Principal Account and the Bond Amortization Account to provide
for payment of the principal of and interest on such Series;
provided one Series of Bonds shall not have preference in
payment from Pledged Funds over any other Series of Bonds.
The Authority may also deposit moneys in such subaccounts at
such other times and in such other amounts from those provided
in this section 19 :as shall be necessary to pay the principal
of and interest on such Bonds as the same shall become due,
all as provided by the Supplemental Resolution authorizing
such Bonds.
In the case of Bonds secured by a Credit Facility,
amounts on deposit in any subaccounts established for such
Bonds may be applied as provided in the applicable Supple-
mental Resolution to reimburse the Credit Bank for amounts
drawn under such Credit Facility to pay the principal of or
Redemption Price, if applicable, and interest on such Bonds or
to pay the purchase price of any such Bonds which are tendered
by the Holders thereof for payment.
39
(14) Rebate Fund. Amounts on deposit in the "South
Seminole and North Orange County Wastewater Transmission
Authority Rebate Fund" (the "Rebate Fund"), which is hereby
created, shall be held in trust by the Authority and used
solely to make required rebates to the united States (except
to the extent the same may be transferred to the Revenue Fund)
and the Bondholders shall have no right to have the same
applied for debt service on the Bonds. The Authority agrees
to undertake all actions required of it in its arbitrage
certificate, dated the date of issuance of the Bonds, relating
to such Bonds, including, but not limited to:
(a) making a determination in accordance with the
Code of the amount required to be deposited in the Rebate
Fund;
(b) depositing the amount determined in clause (A)
above into the Rebate Fund;
(c) paying on the dates and in the manner required
by the Code to the united States Treasury from the Rebate
Fund and any other legally available moneys of the
Authority such amounts as shall be required by the Code
to be rebated to the united states Treasury; and
(d) keeping such records of the determinations made
pursuant to this subsection as shall be required by the
Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage
certificate may be amended from time to time as shall be
necessary, in the opinion of Bond Counsel, to comply with the
provisions of the Code.
(15) The cash required to be accounted. for in each of the
funds and accounts described in' this section 19, except for
the Reserve Fund and Renewal and Replacement Fund, may be
deposited in a single bank account, provided that adequate
accounting records are maintained to reflect and control the
restricted allocation of the cash on deposit therein for the
various purposes of such funds and accounts as herein
provided. The designation and establishment of the various
funds in and by this Resolution shall not be construed to
require the establishment of any completely independent,
self-balancing funds as such term is commonly defined and used
in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues and assets of the
System for certain purposes and to establish certain
priorities for application of such revenues and assets as
herein provided. .
40
,
\
(C) OPERATION AND MAINTENANCE. The Authority will maintain
the System and all parts thereof in good condition and will
operatethe same in an efficient and economical manner, making such
expenditures for equipment and for renewals, repairs and
replacements as may be proper for the economical operation and
maintenance thereof.
(D) RATE COVENANT. The Author.ity will fix, establish, revise
from time to time whenever necessary, maintain and collect always
such fees, rates, rentals and other charges for the use of the
products, services and facilities of the System which will always
provide Gross Revenues in each Fiscal Year sufficient to pay (i)
100% of Costs of Operation and Maintenance as the same shall become
due and 110% of the Annual Debt Service Requirement, (ii) 100% of
payments into the Reserve Fund, the Working Capital Account, the
Renewal and Replacement Fund, and (iii) all other required payments
including those for any Additional Parity Obligations or other
various lien obligations which may be issued hereafter. Should
Variable Rate Bon4s be issued, in computing the interest component
of the Annual Debt Service Requirement for the Variable Rate Bonds,
interest shall be calculated annually at the highest interest rate
prevailing during the preceding 12 month period for the Variable
Rate Bonds or other similar bonds. Such rates, fees, rentals o~
other charges shall not be reduced so as to be insufficient to
provide Revenues for such purposes. The balance .of any moneys
remaining in the Revenue Fund at the beginning of a Fiscal Year
after all required payments have been made for the prior Fiscal
Year and for moneys transferred to the Revenue Fund from the
Depreciation Reserve Fund pursuant to subsections 19(B) (9) hereof
may be considered Revenues for the purposes of this subsection
19(D}j provided, however, Gross Revenues in each Fiscal Year shall
always be sufficient, without regard to excess moneys in the
Revenue Fund from the prior Fiscal Year available for the current
Fiscal Year and transfer of moneys from the Depreciation Reserve
Fund in the current Fiscal Year, to pay (i) 100% of Costs of
Operation and Maintenance as the same shall become due and 100% of
the Annual Debt Service Requirement, (ii) 100% of payments into the
Reserve Fund, the Working Capital Account, the Renewal and Replace-
ment Fund, and. (111) all other required payments including those
for any Additional Parity Obligations or other various lien
ob1igatlons which may be issued hereafter.
(E) BOOKS AND ACCOUNTS: The Authority shall keep proper
books, records and accounts, separate and apart from all other
records and accounts, showing correct and complete entries of all
transactions of the system. The Registered Owners of.any of the
Bonds or any duly authorized agent or agents of such Registered
Owners shall have the right at any and all reasonable times to
inspect such books, records and accounts. The Authority shall
within one hundred and twenty (120) days following the close of
each Fiscal Year cause an audit of such books, records and accounts
to be made by an independent firm of certified public accountants.
41
......., \ ......
Each such audit, in addition to whatever matters may be deemed
proper by said firm of certified public accountants to be included
therein, shall, without limiting the generality of the foregoing,
include the following:
(1) A statement in reasonable detail of the income and
expenditures of the System for such Fiscal Year;
(2) A balance sheet as of the end of such Fiscal Year,
in accordance with generally accepted accounting principles
and standards of governmental financial reporting and
principles showing Retained Earnings for the System for such
Fiscal Year; and
(3) Comments regarding the method in which the Authority
has carried out the accounting requirements of this Resolu-
tion, and recommendations for any changes or improvements in
the operation of the accounting system. Copies of each
such audit report shall be placed on file with the Authority
and be made available at reasonable times for inspection by
the Registered Owners and shall be sent to the nationally
recognized bond rating agencies and to the initial purchaser~
of a Series of the Bonds;
(F) COVENANT TO BUDGET AND APPROPRIATE.
(1) The Authority shall annually at least thirty (30)
days preceding each of its Fiscal Years prepare and adopt a
detailed final budget for the operation of the System during
such next succeeding Fiscal Year. If the budget discloses
that the estimated Gross Revenues will be insufficient during
such Fiscal Year to make fully the current payments required
in this Resolution, then the Authority shall forthwith revise
the rates, fees, rentals or other charges in order to cure
such estimated deficiencies and to comply with the rate
covenant as provided in subsection D hereof.
(2) No expenditure for the operation ~nd maintenance of
the System shall be made in any Fiscal Year in excess of the
amounts provided therefor in such budget without a written
finding and recommendation by the Executive Director or other
duly authorized officer in charge thereof, which finding and
recommendation shall state in detail the purpose of and
necessity for such increased expenditures for the operation
and maintenance of the System and no such increased
expenditures shall be made until the Board of the Authority
shall have approved such finding and recommendation by a
resolution duly adopted. No such increased expenditures in
excess of ten per centum (10%) of the amount provided therefor
in such budget shall in any event be made except upon the
further certificate of the Consulting Engineers that such
42
increased expenditures are necessary and essential to the
continuance in operation of the System.
(3) The Authority shall mail copies of such annual
budgets and all resolutions authorizing increased expenditures
for operation and maintenance to the Registered Owners who
request in writing that copies of all such budgets and resolu-
tions be furnished him and shall make available such budgets
and all resolutions authorizing increased expenditures for
operation and maintenance of the System at all reasonable
times to any Registered Owner or to anyone acting for and on
behalf of such Registered Owner who shall make a written
request for such information. The Authority shall have the
right to purge its list of those receiving such information
every three (3) years.
(G) MORTGAGE OR SALE OF SYSTEM. The Authority shall not
sell, lease, encumber or in any manner dispose of the System as a
whole until all of the Bonds or any subsequently issued Additional
Parity Obligations shall have been paid in full as to both princi-
pal and interest.
The Authority may sell or dispose of, for fair market value,.
any properties or parts of the System which the consulting
Engineers and the Executive Director shall certify in writing are
not necessary for the continuing operation of the System, and the
sale or disposal of which will not adversely affect the Revenues
derived from the system to such an extent that the Authority will
fail to comply with the covenants of this Resolution.
The proceeds derived from any sale or disposal of any proper-
ties or parts of the System as provided for in the. above paragraph,
in the discretion of the Authority, shall be (i) deposited in the
Renewal and Replacement Fund and used ,exclusively for the purpose
of paying the cost of extensions, enlargements or additions to, or
the replacement of capital assets of the System and for any unusual
or extraordinary repairs, or for the construction or acquisition of
additions; extensions and improvements to the System, or (ii) for
the purchase or retirement of the Bonds, provided, however, that if
the Consulting Engineers and the Executive Director certify that
the proceeds are necessary for the purposes stated in part (i)
above, such proceeds shall remain in the Renewal and Replacement
Fund until such certified requirements are satisfied and the
proceeds shall not be used for any other purpose except as allowed
by this Resolution. . ,
(H) INSURANCE. The Authority-will maintain fire and wind-
storm insurance on all buildings and structures of the works and
properties of the System which are subject to loss through fire or
windstorm, public liability insurance, and such other insurance as
is generally carried on similar property at least in such amounts
as are normally carried in the operation of a similar pUblic
43
. \ ... .U
utility system within the state' of Florida. Any such insurance
shall be placed with a nationally recognized reputable insurer and
shall be carried for the benefit of the Registered Owners. In lieu
of carrying such insuranca the Authority may self-insure to the
extent customary with utilities operating like properties. All
moneys received for losses under any such insurance, except public
liability, are hereby pledged by the Authority as security for the
Bonds, until and unless such proceeds are used to remedy the loss
or damage for which such proceeds are received, either by repairing
the property damaged or replacing the property destroyed within
ninety (90) days from the receipt of such proceeds.
(I) NO FREE SERVICE. So long as any Bonds are outstanding,
the Authority shall not furnish or supply the facilities, services
and commodities of the System free of charge to any person, firm or
corporation, public or private. The Authority shall promptly
enforce the payment of any and all accounts owing to the Authority
and delinquent, by discontinuing service or by filing suits,
actions or proceedings, or by both discontinuance of service and
filing suit. .
(J) ENFORCEMENT OF COLLECTIONS. The Authority will dili-
gently enforce and collect the rates, fees and other charges for
the services and facilities of the System herein pledged; will take
all steps, actions and proceedings for the enforcement and collec-
tion of such rates, charges and fees as shall become delinquent to
the full extent permitted or authorized by law including, but not
limited to, sections 9 and 10 of the Act; and will maintain
accurate records with respect thereof. All such fees, rates,
charges and Revenues herein pledged shall, as collected, be held in
trust to be applied as herein provided.
(K) EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default":
(1) Default shall be made in the payment of the princi-
pal of, Amortization Installment, redemption premium or
interest on any Bond when due.
(2) There shall occur the dissolution or liquidation of
the Authority, or the filing by the Authority of a voluntary
petition in bankruptcy, or the commission by the Authority of
any act of bankruptcy, or adjudication of the Authority as a
bankrupt, or assignment by the Authority for the benefit of
its creditors, or appointment of a receiver for the Authority,
or the entry by the Authority into an agreement of composition
with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Authority in any
proceeding for its reorganization instituted under the provi-
sions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or
hereafter enacted.
44
(3) The Authority shall default in the due and punctual
performance of any other of the covenants, conditions, agree-
ments and provisions contained in the Bonds or in this Resolu-
tion on the part of the Authority to be performed, and such
default shall continue for a period of thirty (30) days after
written notice of such default shall have been received from
the Holders of not less than twenty-five percent (25%) of the
aggregate principal amount of Bonds outstanding or the Insurer
of such amount of Bonds or any Credit Bank. Notwithstanding
the foregoing, the Authority shall not be deemed in default
hereunder if such default can be cured within a reasonable
period of time and if the Authority in good faith institutes
curative action and diligently pursues such action until the
default has been corrected.
(L) REMEDIES. Any Holder of Bonds issued under the provi-
sions of this Resolution or any trustee or receiver acting for such
Bondholders may either at law or in equity, by suit, action, manda-
mus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights under the laws of the state,
or granted and contained in this Resolution, and may enforce and
compel the performance of all duties required by this Resolution or.
by any applicable statutes to be performed by the Authority or by
any officer thereof.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than twenty-five percent (25%) of the Bonds then
outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
with authority to represent such Bondholders in any legal proceed-
ings for the enforcement and' protection of the rights of such
Bondholders and such certificate shall be executed by such Bond-
holders or their duly authorized attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appoint-
ment, together with evidence of the requisite signatures of the
Holders of not less, than .t.wenty-five percent (25%) in aggregate
principal amount of' Bonds' Outstanding and the trust instrument
under which the trustee shall have agreed to serve shall be filed
with the Authority and the trustee and notice of appointment shall
be given to all Holders of Bonds in the same manner as notices of
redemption are given hereunder. After the appointment of the first
trustee hereunder, no further trustees may be appointed; however,
the Holders of a majority in aggregate principal amount of all the
Bonds then outstanding may remove the trustee initially appointed
and appoint a successor and subsequent successors at any time.
Upon the occurrence of an Event of Default, a trustee may, and
shall, at the direction of 25% of the Bondholders, by written
notice to the Authority, declare the principal of the Bonds to be
immediately due and payable, whereupon that portion of the princi-
pal of the Bonds thereby coming due and the interest thereon
accrued to the date of payment shall, without further action,
45
SECOND: to the payment to the Persons entitled
thereto of the unpaid principal of any of the Bonds which
shall have become due at maturity or upon mandatory
redemption prior to maturity (other than Bonds called for
redemption for the payment of which moneys are held pur-
suant to the provisions of section 19(B) (2) (d) of this
Resolution), in the order of their due dates, with
interest upon such Bonds .from the respective dates upon
which they became due, and, if the amount available shall
not be sufficierit to pay in full Bonds due on any
particular date, together with such interest, then to the
payment first of such interest, ratably according to the
amount of such interest due on such date, and then to the
payment of such principal, ratably according to the
amount of such principal due on such date, to the Persons
entitled thereto without any discrimination or prefer-
ence; and
THIRD: to the payment of the Redemption Price of
any Bonds called for optional redemption pursuant to the
provisions of this Resolution.
(2) If the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied to the
payment of the principal and interest then due and unpaid upon
the Bonds, with interest thereon as aforesaid, without prefer-
ence or priority of principal over interest or of interest
over principal, or of any installment of interest over any
other installment of interest, or of any Bond over any other
Bond, ratably, according to the amounts due respectively for
principal and interest, to the Persons entitled thereto
without any discrimination or preference.
Upon the occurrence and continuance of an Event of Default,
each Insurer, if such Insurer shall have. honored all of its
commitments under its bond insurance policy, shall be entitled to
direct and control theenf6rcement of all rights and remedies with
respect to the Bonds it shall insure.
(M) CONSULTING ENGINEERS. The Authority shall employ quali-
fied Consulting Engineers in an advisory capacity to inspect the
facilities of the System bi-annually, commencing with the date of
the last such inspection under the terms of Resolution No. 86-8 of
t~e Authority, and to make reports and recommendations with respect
thereto and concerning the operation, maintenance, replacements,
property additions and improvements thereto as requested by the
Authority. A copy of each report shall be available and shall
remain on file with the Secretary of the Authority for public
inspection.
eN) SUPERVISORY PERSONNEL. The Authority in operating the
System will employ or designate as manager thereof its Executive
47
Director who shall be a qualified Person having demonstrated
ability and experience in operating similar facilities, and will
require all employees who may have possession of money derived from
the operation of the System to be covered by a fidelity bond,
written by a responsible indemnity company in amounts fully ade-
quate to protect the Authority from loss.
(0) PAYMENT OF TAXES, ASSESSMENTS AND OTHER CLAIMS. The
Authority shall from time to time duly pay and discharge, or cause
to be paid and discharged, all taxes, assessments and other govern-
mental charges, or payments in lieu thereof, lawfully imposed upon
the properties constituting the System or the Revenues when the
same shall become due, as well as all lawful claims for labor and
materials and supplies which, if not paid, might become a lien or
charge upon such properties or any part thereof, or upon the Reve-
nues or which might in any way impair the security of the Bonds,
except assessments, charges, or claims which the Authority shall in
good faith contest by proper legal proceedings.
(P) NO COMPETING SYSTEM. To the full extent permitted by
law, the Authority will n'ot grant, or cause, consent to, or allow
the granting of, any franchise or permit to any Person, firm, cor-
poration or body, or agency or instrumentality whatsoever, for the-
furnishing of Wastewater transmission services which. the Authority
determines will advers"ely affect the Revenues of the System.
(Q) ISSUANCE OF OTHER OBLIGATIONS. The Authority will not
issue any other obligations payable from the Revenues of the
System, nor voluntarily create or cause to be created any debt,
lien, pledge, assignment, encumbrance or 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 said
Revenues except under the conditions and in the manner provided
herein. Any obligations issued by the Authority other than the
Bonds herein authorized and Additional parity Obligations provided
for in subsection R below, payable from such' Revenues, shall
contain an express statement that such obligations are junior and
subordinate in all respects to the Bonds herein authorized, as to
lien on and source,and security for payment from such Revenues.
(R) ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional
Parity Obligations, payable on a parity from the Net Revenues of
the System with the Bonds herein authorized, shall be issued after
the issuance of any Bonds herein authorized, except upon the
conditions and in the manner hereinafter provided:
(1) Any such obligations shall be issued solely for the
purpose of extending, enlarging, improving or adding to the
facilities of the System, or for refunding of any or all
Outstanding Bonds.
48
(2) There shall have been obtained and filed with the
Secretary of the Authority a certificate of an independent
certified public accountant of suitable experience and respon-
sibility stating: (a) that the books and records of the
Authority relative to the System for the immediately preceding
Fiscal Year have been audited by him; (b) the amount of the
Revenues of the System, (which may be adjusted as provided
herein in subsection (3) below) derived from the System in
such preceding Fiscal Year including transfers from the
Depreciation Reserve Fund, if any and excess moneys available
in the Revenue Fund at the beginning of such Fiscal Year, if
any, is equal to not less than (i) 100% of Cost of Operation
and Maintenance, (ii) 125% of the largest amount of annual
payments required to be made into the Debt Service Fund
becoming due in any Fiscal Year thereafter on (i) all
obligations issued under this Resolution, if any, then
outstanding, and (ii) on the Additional Parity Obligations
with respect to which such certificate is made, and (c) the
amount of the Revenues der i ved from the System in such
preceding Fiscal Year (which may be adjusted as provided
herein in subsection (3) below), but excluding any transfers
from the Depreciation Fund, if any, and moneys in the Revenue
Fund carried over from the prior Fiscal Year, if any, is equal"
to not less than 100% of the Cost of Operation and Maintenance
and 100% of largest amount of annual payments required to be
made into the Debt Service Fund becoming due in any Fiscal
Year thereafter on (i) all obligations issued under this
Resolution, if any, then Outstanding, and (ii) on the
Additional Parity Obligations with respect to which such
certificate is made. In computing the payments to be made
into the Debt Service Fund pursuant to subsection (b) and (c)
hereof, if Variable Rate Bonds have been or are to be issued,
the interest component shall be computed at the interest rate
of The Bond Buyer "20 Bond Index" published immediately
preceding the first day of the calendar month in which the
certified public accountant makes his certification.
(3) Upon recommendation of the Consulting Engineers,
historical Net Revenues of the System may be adjusted for
purposes of this Section by including: (a) 100% of the addi-
tional Net Revenues which in the opinion of the Consulting
Engineers would have been derived by the Authority from
implemented rate increase or rate increases adopted before the
Additional Parity Obligations are issued, but subsequent to
the commencement of such Fiscal Year under adjustment as if
such rates and charges had been in effect for .the entire
Fiscal Year; and (b) ~OO% of the future annual adjusted Net
Revenues estimated by the Consulting Engineers to be derived
during the first full twelve month period after completion of
the facilities of the System to be constructed or acquired
from the proceeds of the Additional Parity Obligations with
respect to which such certificate is made; provided, however,
49
/
that at commencement of construction the Consulting Engineers
shall certify that they reasonably expect the construction
period not to exceed three years; and (c) estimated Net
Revenues resulting from constructing or placing into operation
any additional sewage transmission facilities during the
Fiscal Year under adjustment, as though such additions had
been operational for.the entire Fiscal Year; and (d) estimated
interest income to be derived from moneys deposited to the
Reserve Fund from proceeds of such Additional Parity
Obligations.
(4) The Authority shall not be in default in the carry-
ing out of any of the obligations assumed under this Resolu-
tion, and all payments required by this Resolution to be made
into the funds and accounts established hereunder shall have
been made to the full extent required.
(5) The Resolution' authorizing the issuance of the Addi-
tional Parity Obligations shall recite that all of the cove-
nants contained herein will be applicable to such Additional
Parity Obligations. .
(6) The Reserve Fund shall on the date of issuance o~
the Additional parity obligations be funded to the new Reserve
Requirement in the manner provided herein.
(7) Should Variable Rate Bonds be issued, the Authority
shall: (a) provide that the Bonds shall bear interest at a
rate not to exceed a rate established by the Authority at the
time of issuance of the Variable Rate Bonds, and (b) covenant
that if a liquidity facility is employed (i) the provider of
the liquidity facility shall be rated in the highest appli-
cable rating category by Standard & Poor's corporation or
Moody's Investors Service, Inc., and (ii) the lien of the
liquidity facility on the Pledged Revenues shall be junior
and subordinate to any payments of principal and interest then
or in the future due to the Bond Insurer in conjunction with
the Bonds. ' .
- (S) The Authority may make such covenants which do not
adversely affect the' outstanding Bonds as it may, in its sole
discretion, determine to be appropriate with any Insurer, Credit
Bank or other financial institution that shall agree to insure or
to provide for Bonds of anyone or more Series credit or liquidity
support that shall enhance the security or the value of such Bonds.
Such covenants may be set forth in the applicable Supplemental
Resolution and shall be binding on the Authority, the Registrar,
the Paying Agent and all the Holders of Bonds the same as if such
covenants were set forth in full in this Resolution.
SECTION 20. SALE OF BONDS. The Bonds shall be issued and
sold in such manner and at such price or prices consistent with the
50
laws of Florida, all at one time, or in installments from time to
time, as shall hereafter be determined by the Authority.
SECTION 21. AMENDING AND SUPPLEMENTING OF RESOLUTION WITHOUT
CONSENT OF REGISTERED OWNERS. The Authority, from time to time and
at any time and without the consent of concurrence of any Regis-
tered Owner, may adopt a resolution amendatory hereof or supplemen-
tal hereto, if the provisions of such Supplemental Resolution shall
not adversely affect the rights of the Registered Owners of the
Bonds then Outstanding, for anyone or more of the following
purposes:
(A) To make any changes or corrections in the Resolution as
to which the Authority shall have been advised by Bond Counsel that
are required for the purpose of curing or correcting any ambiguity
or defective or inconsistent provisions or omission or mistake or
manifest error contained in the Resolution, or to insert in the
Resolution such provisions clarifying matters or questions arising
under the Resolution as are necessary or desirable.
(B) To add additional covenants and agreements of the
Authority for the purpose of further securing the payments of the
Bonds.
(C) To surrender any right, power or privilege reserved to or
conferred upon the Authority by the terms of the Resolution.
(D) To confirm as further assurance any lien, pledge or
charge, or the subjection to any lien, pledge or charge, created or
to be created by the provisions of the Resolution.
(E) 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.
(F) To assure compliance with the Code.
(G) To provide such changes as may be necessary in order to
adjust the terms hereof so .as to facilitate the issuance of Vari-
able Rate Bonds, Option Bonds and unit Priced Bonds.
(H) To provide for the combination of the System with the any
other, utility provided the conditions set 'forth in section 29
hereof are satisfied.
(I) To provide for the transfer of the ownership and/or
operation of the System pursuant to a Governmental Reorganization
as set forth in Section 27 hereof.
(J) To modify any of the provisions of the Resolution in any
other aspects provided that such modifications shall not be effec-
tive until after the Bonds outstanding at the time such Supplemen-
51
tal Resolution is adopted shall cease to be Outstanding, or until
the holders thereof consent thereto pursuant to Section 22 hereof,
and any Bonds issued subsequent to any such modification shall
contain a specific reference to the modifications contained in such
Supplemental Resolution.
(K) To authorize Projects or to change or modify the descrip-
tion of a Project.
Except for Supplemental Resolutions authorizing the issuance
of parity Bonds and providing for the issuance of Bonds pursuant
hereto, the Authority shall not adopt any Supplemental Resolution
authorized by the foregoing provisions of this Section unless in
the opinion of Bond Counsel the adoption of such Supplemental
Resolution is permitted by the foregoing provisions of this
section.
SECTION 22. AMENDMENT OF RESOLUTION WITH CONSENT OF REGIS-
TERED OWNERS. Except as provided in section 21 hereof, no material
modification or amendment of this Resolution or of any Supplemental
Resolution shall be made without the consent in writing of the
Registered Owners of fifty-one percent or more in the principal
amount of the Bonds of each Series so affected and then
outstanding; provided, however, that no modification or amendment
shall permit a change in the maturity of such Bonds or a reduction
in the rate of interest thereon or in the amount of the principal
obligation thereof or affecting the promise of the Authority to pay
the principal of and interest on the Bonds as the same shall become
due from the Revenues of the System or reduce the percentage of the
Registered Owners of the Bonds required to consent to any material
modification or amendment hereof without the consent of the
Registered Owners of all such obligations. For purposes of this
Section, to the extent any Bonds are insured by a Bond Insurance
Policy or are secured by a letter of credit and such Bonds are then
rated in as high a rating category as the rating category in which
such Bonds were rated at the time of initial issuance and delivery
thereof by either standard & Poor's Corporation or Moody's
Investors Service, Inc., or successors and assigns, then the
consent of the issuer of such Bond Insurance Policy or the issuer
of such letter of credit shall be deemed to constitute the consent
of the Registered Owners of such Bonds.
Any provision of this Resolution expressly recognizing or
granting rights in or to the Insurer may not be amended in any.
manner which affects the rights of the Insurer hereunder without
the prior written consent of the Insurer.
Unless otherwise provided in this Section, the Insurer I s
consent shall be required in addition to Bondholder consent, when
required, for the following purposes: (i) execution and delivery of
any Supplemental Resolution; and (ii) initiation or approval of any
action not described in (i) above which requires Bondholder
52
consent. Any document requiring the consent of the Insurer shall
also be sent to Standard & Po?r's Corporation.
53
special fund and the same shall not be considered to be outstanding
hereunder for any purpose.
For purposes of determining whether Variable Rate Bonds shall
be deemed to hav~ been paid prior to the maturity or redemption
date thereof, as the case may be, by the deposit of moneys, or
specified Federal Securities and moneys, if any, in accordance with
this Section 23, the interest to come due on such Variable Rate
Bonds on or prior to the maturity or redemption date thereof, as
the case may be, shall be calculated with reference to the
definition of "Average Annual Debt Service" set forth in section 2
hereof; provided, however, that if on any date, as a result of such
Variable Rate Bonds having borne interest at less than the Maximum
Interest Rate for any period, the total amount of moneys and speci-
fied Federal Securities on deposit for the payment of interest on
such Variable Rate Bonds is in excess of the total amount which
would have been required to be deposited on such date in respect of
such Variable Rate Bonds in order to satisfy this section 23, such
excess shall be paid to the Authority free and clear of any trust,
lien, pledge or assignment securing the Bonds or otherwise existing
under this Resolution.
In the event the Bonds for which moneys are to be deposited
for the payment thereof in accordance with this Section 23 are not
by their terms subject to redemption within the next succeeding
sixty (60) days, the Authority shall cause the Registrar to mail a
notice to the Holders of such Bonds that the deposit required by
this section 23 of moneys or Federal Securities has been made and
said Bonds are deemed to be paid in accordance with the provisions
of this section 23 and stating such maturity or redemption date
upon which moneys are to be available for the payment of the prin-
cipal of or Redemption Price, if applicable, and interest on said
Bonds.
Nothing herein shall be deemed to require the Authority to
call any of the Outstanding Bonds for redemption prior to maturity
pursuant to ani applicable optional redemption provisions, or to
impair the discretion of the Authority in determining whether to
exercise any such option for early redemption.
In the event that the principal and/or interest due on any
Bonds shall be paid by the Insurer pursuant to a Bond Insurance
POlicy, the Bonds shall remain outstanding for all purposes, not be
defeased or otherwise satisfied and not be considered paid by the
Authority, and the assignment and pledge of the Pledged Funds and
all covenants, agreements and other obligations of the Authority,to
the registered owners shall continue to exist and shall run to the
benefit of the Insurer, and the Insurer shall be subrogated to the
rights of such registered owners.
SECTION 24. NOTES AUTHORIZED. Pursuant to authority granted
by Section 215.431, Florida Statutes, the Authority is authorized
54
to issue its negotiable notes from time to time for the purposes
authorized by this Resolution, and for the purpose of obtaining
interim financing. Prior to the sale of the Bonds authorized by
this Resolution, the Authority may issue its notes as hereafter
provided and as provided in section 215.431, Florida Statutes. Any
such notes authorized by the Authority shall be issued upon the
adoption of a resolution by the Authority specifying the amount of
notes to be .issued, the maturity of such notes, the denomination,
the date and the rate of interest which shall be borne by such
notes which shall not be at a rate greater than the highest rate
authorized by law. Any such notes issued may be sold in the manner
provided by section 215.431, Florida statutes.
SECTION 25. FEDERAL INCOME TAX COVENANTS; TAXABLE BONDS.
(A) The Authority covenants with the Holders of each Series
of Bonds (other than Taxable Bonds), that it shall not use the pro-
ceeds of such Series of Bonds, unless originally issued as Taxable
Bonds, in any manner which would cause the interest on such Series
of Bonds to be or become includable in the gross income of the
Holder thereof for federa~ income' tax purposes.
(B) The Authority covenants with the Holders of each Series
of Bonds (other than Taxable Bonds) that neither the Authority nor
any Person under its control or direction will make any use of the
proceeds of such Series of Bonds (or amounts deemed to be proceeds
under the Code) in any manner which would cause such Series of
Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Code and neither the Authority nor any other Person shall do
any act or fail to do any act which would cause the interest on
such Series of Bonds to become includable in the gross income of
the Holder thereof for federal income tax purposes.
(C) The Authority hereby covenants with the Holders of each
Series of Bonds (other than Taxable Bonds) that it will comply with
all provisions of the Code necessary to ~aintain,the exclusion of
interest on .the, Bon~sfrom the gtoss income of the Holder thereof
for federal income" tax purposes, including, in particular, the
payment of any amount ',required to be rebated to the U. S. Treasury
pursuant to the Code.
(D) The Authority may, if it so elects, issue one or more
Series of Taxable Bonds the interest on which is (or may be)
includable in the gross income of the Holder thereof for federal
income tax purposes, so long as each Bond of such Series states in
the body thereof that interest payable thereon is (or may be)
subject to federal income taxation and provided that the issuance
thereof will not cause the interest on any other Bonds theretofore
issued hereunder to be or become. includable in the gross income of
the Holder thereof for ~deral income tax purposes. The covenants
set forth in paragraphs (A), (B) and (C) above shall not apply to
any Taxable Bonds.
55
SECTION 26. PAYMENTS UNDER THE POLICY.
A. In the event that on the second Business Day, and again
on the Business Day prior to the payment date on the Series 1993
Bonas, the Paying Agent has not receivea sufficient moneys to pay
all principal of and interest on the Series 1993 Bonds due on the
second following or following, as the case may be, Business Day,
the Paying Agent shall immediately notify the Bond Insurer or its
designee on the same Business Day by telephone or telegraph,
confirmed in writing by registered or certified mail, of the amount
of the deficiency.
B. 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.
c. In addition, if the Paying Agent has notice that any
Bondholder has been required to disgorge payments of principal or
interest on the Series 1993 Bond to a trustee in Bankruptcy or
creditors or others pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes a voidable
preference to such Bondholder within the meaning of any applicable
bankruptcy laws, then the Paying Agent shall notify the Bond"
Insurer or its designee of such fact by telephone or telegraphic
notice, confirmed in writing by registered or certified mail.
D. The Paying Agent is hereby irrevocably designated,
appointed, directed and authorized to act as attorney-in-fact for
Holders of the Series 1993 Bonds as follows:
1. If and to the' extent there is a deficiency in
amounts required to pay interest on the Series 1993 Bonds, the
Paying Agent shall (a) execute and deliver to Citibank, N.A., 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 interests to which
such deficiency relates and which are paid by the Bond Insurer, (b)
receive as designee of th. respective Holders (artd not as Paying
Agent) in accordance with the tenor'of the Policy payment from the
Insurance Paying Agent with respect to the claims for interest so
assigned, and (c) disburse the same to such respective Holders; and
2. If and to the extent of a deficiency in amounts
required to pay principal of the Series 1993 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 Series 1993 Bond
surrendered to the Insurance Paying Agent or so much of the
56
'.
!
principal amount thereof as has not previously been paid or for
which moneys are not held by the Paying Agent and available for
such payment (but such assignment shall be delivered only if
payment from the Insurance Paying Agent is received), (b) receive
as designee of the respective Holders (and not as Paying Agent) in
accordance with the tenor of the Policy payment therefor from the
Insurance Paying Agent, and (c) disburse the same to such Holders.
E. Payments with respect to claims for interest on and
principal of Series 1993 Bonds disbursed by the Paying Agent from
proceeds of the Policy shall not be considered to discharge the
obligation of the Issuer with respect to such Series 1993 Bonds,
and the Bond Insurer shall become the owner of such unpaid Series
1993 Bond and claims for the interest in accordance with the tenor
of the assignment made to 'it under the provisions of this
subsection or otherwise.
F. Irrespective of whether any such assignment is executed
and delivered, the Issuer and the Paying Agent hereby agree for the
benefit of the Bond Insurer that,
1. 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 Series 1993 Bonds, the Bond Insurer will be subrogated to
the rights of such Holders to receive the amount of such
principal and interest from the Issuer, with interest thereon
as provided and solely from the sources stated in this
Resolution and the Series 1993 Bonds; and
2. 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 this Resolution and the Series 1993
Bond, but only from the sources and in the manner provided
herein for the payment of principa1'of and interest on the
Series 1993 Bonds to Holders, and will otherwise treat the
Bond Insurer as the owner of such rights to the amount of such
principal and interest.
G. In connection with the issuance of Additional Bonds, the
Issuer shall deliver to the Bond Insurer a copy of the disclosure
document, if any, circulated with respect to such Additional Bonds.
SECTION 27. NOTICES TO BOND INSURER. For so long as the
Series 1993 Bonds are outstanding, the Bond Insurer shall receive
a notice of the resignation or removal of the Paying Agent and the
appointment of a successor thereto and will be furnished a copy of
all notices with respect to this Resolution or the Bonds and on an
57
annual basis, copies of the Issuer's audited financial statements
and annual budget as follows:
Municipal Bond Investors Assurance Corporation
113 King street
Armonk, New York 10504
Attention: Surveillance Department
SECTION 28. FORWARD SUPPLY AGREEMENT. In the event the
Issuer enters into a forward supply agreement in connection with
the issuance of any series of Bonds, the Issuer agrees to comply
with the provisions set forth in Attachment Ito the Commitment to
Issue a Financial Guaranty Insurance Policy of the Bond Insurer
dated April 1, 1993.
SECTION 29. SEVERABILITY. If anyone or more of the cove-
nants, agreements or provisions of this Resolution should be held
contrary to.any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements.
or provisions of this Resolution or of the Bonds issued hereunder.
SECTION 30. GOVERNMENTAL REORGANIZATION. Notwithstanding any
other provisions of this ReSOlution, this Resolution shall not
prevent any lawful reorganization of the governmental structure of
the Authority, including a merger or consolidation of the Authority
with another public body or the transfer of a public function of
the Authority to another public body, provided that any reorganiza-
tion which affects the System shall provide that the System shall
be continued as a single enterprise and that any public body which
succeeds to the ownership and operation of the System shall also
assume all rights, powers, obligations, duties and liabilities of
the Authority under this Resolution and pertaining to all Bonds.
SECTION 31. CAPITAL APPRECIATION BONDS. For the purposes of
receiving payment of the Reqemption Price of a Capital Appreciation
Bond if redeemed prior to maturity, receiving payment if the
principal .of all Bonds is declared immediately due and payable,
computing Annual Debt Service Requ'irement, and in computing the
amount of Registered Owners required for any notice, consent,
request or demand hereunder for any purpose whatsoever, the
principal amount of a Capital Appreciation Bond shall be deemed to
be its Compounded Amount.
SECTION 32. SEVERABILITY OF INVALID PROVISIONS. If anyone
or more of the covenants, agreements or provisions of this Resolu-
tion shall be held contrary to any express provision of law or
contrary to the policy of express law, though not expressly pro-
hibited, or against public policy, or shall for any reason whatso-
ever be held invalid; then such covenants, agreements or provisions
58
shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions of this Resolution
and shall in no way affect the validity of any of the other cove-
nants, agreements or provisions hereof or of the Bonds issued
hereunder. .
SECTION 33. PUBLICATION OR NOTICE OF REDEMPTION. Within 30
days after. the delivery of the Series 1993 Bonds, the Authority
shall cause to be published one time in a newspaper published
and/or in general circulation in the City and State of New York, a
notice of the advance refunding of the Refunded Bonds.
SECTION 34. PRELIMINARY OFFICIAL STATEMENT. The distribution
of a preliminary Official statement relating to the Series 1993
Bonds is hereby approved in such form and substance as shall be
approved by the Executive Director of the Authority. The Executive
Director is hereby authorized to deem such Preliminary Official
statement as "final" within the meaning of Rule 15c-2-12 of the
Securities and Exchange Commission, except for certain "permitted
omissions" as defined in such rule.
SECTION 35. TRANSFER OF FUNDS. The Authority by Supplemental
Resolution shall provide for the transfer of funds and accounts
created for the benefit of the Refunded Bonds.
SECTION 36. EFFECTIVE DATE. This
effective immediately upon its adoption.
ADOPTED this t 0-11::.' day of (..~ ~~
Resolution shall become
, 1993.
SOUTH SEMINOLE AND NORTH ORANGE
COUNTY ASTEWATER TRANSMISSION
AUTH ITY
ATTE
-ff<
~ ~
Chair)nal'l
C-----~
59
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of March 1, 1993, by
and between the SOUTH SEMINOLE AND NORTH ORANGE COUNTY WASTEWATER
TRANSMISSION AUTHORITY (the "Issuer"), and
, . , Florida, a banking association
organized under the laws of the United States of America, as Escrow
Holder and its successors and assigns (the "Escrow Holder");
WIT N E SSE T H:
WHEREAS, the Issuer has previously authorized and issued obli-
gations, hereinafter defined as "Refunded Bonds", as to which the
Total Debt Service (as hereinafter defined) is set forth on
Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of
the Total Debt Service of the Refunded Bonds by depositing with the
Escrow Holder an amount which together with investment earnings
thereon is at least equal to such Total Debt Service; and
WHEREAS, in order to obtain the funds needed for such purpose,'
the Issuer has authorized and is, concurrently with the delivery of
this Agreement, issuing its Sewer System Refunding Revenue Bonds,
Series 1993, as defined herein; and
WHEREAS, the execution of this Escrow Deposit Agreement and
full performance of the provisions hereof shall defease and
discharge the Issuer from the aforestated obligations;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the Issuer and the Escrow Holder agree
as follows:
SECTION 1. Definitions. As used herein, the following terms
mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means the interest and principal on
the Refunded Bonds coming due in such year as shown on Schedule A
attached hereto and made a part hereof.
(c) "Call Date" shall mean
(d) "Bonds" means the $ Sewer Revenue Refunding
Bonds, Series 1993, issued under the Resolution.
(e) "Escrow Account" means the account hereby created and
entitled Escrow Account established and held by the Escrow Holder
EXHIBIT "A"
pursuant to this Agreement, in which cash and investments will be
held for payment of the principal of and accrued interest on the
Refunded Bonds as they become due and payable. There shall be
created a separate account for the Series 1986 A and Series 1986 B
Bonds.
(f) "Escrow Holder" means
having its primary corporate trust office in
and its successors and assigns.
,
, Florida,
(g) "Escrow Requirement" means, as of any date of calcula-
tion, the sum of an amount in cash and principal amount of Federal
Securities in the Escrow Account which together with the interest
to become due on the Federal Securities will be sufficient to pay
the Total Debt Service on each Series of the Refunded Bonds in
accordance with Schedule A.
(h) "Federal Securities" means any bonds or other obligations
which as to principal and interest constitute direct obligations
of, or are unconditionally guaranteed by, the United States of
America, none of which permit redemption at the option of the
United States of America prior to the dates on which such FederaL
Securities shall be applied pursuant to this Agreement.
(i) "Issuer" means the South Seminole and North Orange County
Wastewater Transmission Authority, and its successors and assigns.
(j) "Refunded Bonds" means the remaining bonds outstanding of
the South Seminole and North Orange County Wastewater Transmission
Authority Sewer Revenue Bonds,. Series 1986 A and Series 1986 B.
(k) "Resolution" means Resolution No. enacted
, 1993, as supplemented by Resolution No. ,
adopted . , 1993, as amended and supplemented, autho-
rizing the issuance of the Bonds.
(1) "Total Debt Service" means the sum of the principal and
interest remaining unpaid with respect to the Refunded Bonds and
redemption premium, in. accordance with Schedule A attached hereto.
SECTION 2. Deposit of Funds; The Issuer hereby deposits
$ with the Escrow Holder for deposit into the Escrow
Account in immediately available funds, which funds the Escrow
Holder acknowledges receipt of, to be held in irrevocable escrow by
the Escrow Holder separate and apart from other funds of the Escrow
Holder and applied solely as provided in this .Agreement.
$ of such funds are being derived from proceeds of
the Bonds. $ of such funds ,are being derived from
legally available funds of the Issuer. The Issuer represents that
such funds are derived from the net proceeds of the Bonds and other
lawfully available funds of the Issuer and are at least equal to
the Escrow Requirement as of the date of such deposit.
2
SECTION 3. Use and Investment of Funds. The Escrow Holder
acknowledges receipt of the sum described in Section 2 and agrees:.
(a) to hold th~ funds and investments purchased pursuant to
this Agreement in irrevocable escrow during the term of this Agree-
ment for the sole benefit of the holders of the Refunded Bonds;
(b) to immediately invest $ . of such funds in
the Federai Securities set forth on Schedule B attached hereto and
to hold such securities and $ of such funds in cash in
accordance with the terms of this Agreement;
- (c) in the event the securities described on Schedule B
cannot be purchased, substitute securities may be purchased in
accordance with Section 5(b); and
(d) there will be no investment of funds except as set forth
in this section 3.
SECTION 4. Pavrnent of Bonds and Expenses.
(a) Re funded Bonds. On the dates and in the amounts set
forth on Schedule A, the Escrow Holder shall transfer from the
Escrow Account to ,
the Paying Agent for the Refunded Bonds (the "Paying Agent..), in
immediately available funds, a sum sufficient to pay that portion
of the Annual Debt Service for the Refunded Bonds coming due on
such dates, as shown on ~chedule A.
(b) Surolus. After making the payments from the Escrow
Account described in Subsection 4(a) above, the Escrow Holder shall
retain in the Escrow Account any remaining cash in the Escrow
Account in excess of the Escrow Requirement until the termination
of this Agreement, and shall then pay any remaining funds to the
Issuer for deposit by the Issuer to the Debt Service Fund created
in the Ordinance. After the release of such funds to the Issuer,
the Escrow Holder shall have no, further responsibility for such
funds or their application.
(c) Priority of Pavrnents. The holders of the Refunded Bonds
shall have an express first lien on the funds and Federal
Securities. in the Escrow Account until such funds and Federal
Securities are used and applied as provided in this Agreement.
SECTION 5. Reinvestment. (a) Except as provided in Section 3
and in this Section, the Escrow Holder shall have no power or duty
to invest any funds held under this Agreement or to sell, transfer
or otherwise dispose of or make substitutions of the Federal
Securities held hereunder.
(b) At the written request of the Issuer and upon compliance
with the conditions hereinafter stated, the Escrow Holder shall
3
sell, transfer or otherwise dispose of any of the Federal
Securities acquired hereunder and shall substitute other Federal
Securities. The Issuer will not request the Escrow Holder to
exercise any of the powers described in the preceding sentence in
any manner which will cause interest on the Bonds to be included in
the gross income of the holders thereof for purposes of Federal
income taxation. The transactions may be effected only if (i) an
independent certified public accountant selected by the Issuer
shall certify or opine in writing to the Issuer and the Escrow
Holder that the cash and principal amount of Federal Securities
remaining on hand after the transactions are completed will be not
less than the Escrow Requirement, and (ii) the Escrow Holder shall
receive an opinion from a nationally 'recognized bond counsel
acceptable to the Issuer to the effect that the transactions, in
and by themselves will not cause interest on such Bonds to be
included in the gross income of the holders thereof for purposes of
Federal income taxation.
SECTION 6. Redemption or Acceleration of Maturitv. The
Issuer will not accelerate the maturity of, or exercise any option
to redeem before maturity any Refunded Bonds, except for the
redemption set forth on Schedule A.
SECTION 7. Responsibilities of Escrow Holder. The Escrow
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort,
contract, or otherwise, in connection with the execution and
delivery of this Agreement, the establishment of the Escrow
Account, the acceptance of the funds deposited therein, the
purchase of the Federal securities, the retention of the Federal
Securities or the proceeds thereof or for any payment, transfer or
other application of moneys or securities by the Escrow Holder in
accordance with the provisions of this Agreement or by reason of
any non-negligent or non-willful act, omission or error of the
Escrow Holder made in good faith in the conduct of its duties. The
Escrow Holder shall, however, be responsible for its negligent or
willful failure to comply with its duties required hereunder. The
duties and obligati,9nsofthe Escrow Holder shall be determined
only by the express provisions of this Agreement., The Escrow
Holder may consult with counsel, who mayor may not be counsel to
the Issuer, and in reliance upon the opinion of such counsel shall
have full and complete authorization and protection in re~pect of
any action taken, suffered or omitted by it in good faith in
accordance therewith. Whenever the Escrow Holder shall deem it
necessary or desirable that a matter be proved or established prior
to taking, suffering or omitting any action under this- Agreement,
such matter may be deemed to be conclusively established by a
certificate signed by an authorized officer of the Issuer. The
Escrow Holder shall not be liable for the accuracy of the
calculations as to the sufficiency of moneys and of the principal
amount of the securities and the earnings thereon to pay the
Refunded Bonds. So long as the Escrow Agent applies any moneys,
4
securities and the interest earnings therefrom to pay the Refunded
Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any defi-
ciencies in the amounts necessary to pay the Refunded Bonds caused
by such calculations.
SECTION 8. Resignation of Escrow Holder. The Escrow Holder
may resign and thereby become discharged from the duties and obli-
gations hereby created, by notice in writing given to the Issuer,
any rating agency then providing a rating on either the Refunded
Bonds or the Bonds, and the Paying Agent for the Refunded Bonds not
less than sixty (60) days before such resignation shall take
effect. Such resignation shall not take effect until the appoint-
ment of a new Escrow Holder hereunder.
SECTION 9. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than fifty-one percentum (51%) in aggregate
principal amount of the Refunded Bonds then outstanding, such
instruments to be filed with the Issuer, and notice in writing
given by such holders to the original purchaser or purchasers of
the Bonds and published by the Issuer once in a newspaper of
general circulation in the territorial limits of the Issuer, and in
a daily newspaper or financial journal of general circulation in
the City of New York, New York, not less than sixty (60) days
before such removal is to take effect as stated in said instrument
or instruments. A photographic copy of any instrument filed with
the Issuer under the provisions of this paragraph shall be
delivered by the Issuer to the Escrow Holder.
(b) The Escrow Holder may also be removed at any time for any
breach of trust or for acting or proceeding in violation of, or for
failing to act or proceed in accordance with, any provisions of
this Agreement with resp~ct to the duties and obligations of the
Escrow Holder by any court of competent jurisdiction upon the
application of the Issuer or the holders of not less than five
percentum (5%) in aggregate principal amount of the Bonds then out-
standing, 'or the holders of not less than five percentum (5%) in
aggregate principal amount of the Refunded Bonds then outstanding.
(c) The Escrow Holdermay'not be removed until a successor
Escrow Holder has been appointed in the manner set forth herein.
SECTION 10. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall resign,
be removed, be dissolved or otherwise become incapable of acting,
or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become
5
,
~.
vacant for any of the foregoing reasoQs or for any other reason,
the Issuer shall appoint an Escrow Holder to fill such vacancy.
The Issuer shall either (~) publish notice of any such appointment
made by it once in each week for four (4) successive weeks in a
newspaper of general circulation published in the territorial
limits of the Issuer and in a daily newspaper or financial journal
of general circulation in the City of New York, New York, or (ii)
mail a notice of any such appointment made by it to the holders of
the Refunded Bonds within thirty (30) days after such appointment.
(b) At any time within one year after such vacancy shail have
occurred~ the holders ofa majority in principal amount of the
Bonds then outstanding or a majority in principal amount of the
Refunded Bonds then outstanding, by an instrument or concurrent
instruments in writing, . executed by either group of such bond-
holders and filed with the governing body of the Issuer, may
appoint a successor Escrow Holder, which shall supersede any Escrow
Holder theretofore appointed by the Issuer. Photographic copies of
each such instrument shall be delivered promptly by the Issuer, to
the predecessor Escrow Holder and to the Escrow Holder so appointed
by the bondholders. In the case of conflicting appointments made
by the bondholders under this paragraph, the first effective
appointment made during the one year period shall govern.
(c) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this Section, the
holder of any Refunded' Bonds then outstanding, or any retiring
Escrow Holder may apply to any court of competent jurisdiction to
appoint a successor Escrow Holder. Such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe,
appoint a successor Escrow Holder.
SECTION 11. Payment to Escrow Holder. The Escrow Holder
hereby acknowledges that it has agreed to accept compensation under
the Agreement in the sum of $ per year, which the Issuer
agrees to pay for services to be performed by the Escrow Holder
pursuant to this Agreement. In, addition, the Issuer agrees to pay
or reimburse the Escr9w Holder at cost from legally available funds
of the Issuer for all expenses, including extraordinary expenses
(e.g., fees and expenses of the Escrow Holder's counsel, that may
be incurred by the Escrow Holder in the performance of its duties
hereunder. .
SECTION 12. ~. This Agreement shall commence upon its
execution and delivery and shall terminate when the Refunded Bonds
have been paid and discharged in accordance with the proceedings
authorizing the Refunded Bonds.
SECTION 13. Severability. If anyone or more of the cove-
nants or agreements provided in this Agreement on the part of the
Issuer or the Escrow Holder to be performed should be determined by
a court of competent jurisdiction to be contrary to law, such
6
.
~..
"!h,
.....1
covenant or agreements herein contained shall be null and void and
shall in no way affect the validity of the remaining provisions of
this Agreement. .
SECTION 14. Amendments to this Aqreement. This Agreement is
made for the benefit of the Issuer and the holders from time to
time of the Refunded Bonds and the Bonds and it shall not be
repealed, revoked, altered or amended in whole or in part without
the written consent of all affected holders, the Escrow Holder and
the Issuer; provided, however, that the Issuer and the Escrow
Holder may, without the consent of, or notice to, such holders,
enter into such agreements supplemental to this Agreement as shall
not adversely affect the rights of such holders and as shall not be
inconsistent with the terms and provisions of this Agreement, for
anyone or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in
this Agreement;
(b) to grant to, or confer upon, the Escrow Holder, for the
benefit of the holders of the Bonds and the Refunded Bonds any
additional rights, remedies, powers or authority that may lawfully
be granted to, or conferred upon, such holders or the Escrow
Holder; and
(c) to subject to this Agreement additional funds, securities
or properties.
The Escrow Holder shall, at its option, be entitled to rely
exclusively upon an opinion of nationally recognized attorneys on
the subject of municipal bonds acceptable to the Issuer with
respect to compliance with this Section, including the extent, if
any, to which any change, modification, addition or elimination
affects the rights of the holders of the Refunded Bonds or that any
instrument executed hereunder complies with the conditions and
provisions of this Section.
SECTION 15. CounterDarts. This Agreement may be executed in
several counterparts, all or any of which shali be regarded for all
purposes as one original and shall constitute and be but one and
the same instrument.
SECTION 16. Governinq Law. This Agreement shall be construed
under the laws of the State.of Florida.
. "
7
\.
.'
\...,;.
',-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested as of the
date first above written.
SOUTH SEMINOLE AND NORTH ORANGE
COUNTY WASTEWATER TRANSMISSION
AUTHORITY
( SEAL)
ATTEST:
Secretary
Approved as to form and
correctness:
Attorney
I
., ( SEAL)
ATTEST:
Chairman
By
Title:
Title:
8
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