Okaloosa County BOCC — April 1, 2014 — reading text

Nickerson, P.A., or any other nationally recognized municipal bond counsel acceptable to the Issuer. "Bond Indenture" means this Bond Trust Indenture dated as of April 1, 2014, including the Exhibits hereto, from the Issuer to the Bond Trustee, as it may from time to time be amended or supplemented. "Bond Register" means the registration books of the Issuer kept by the Bond Trustee to evidence the registration and transfer of Bonds. "Bond Registrar" means the Bond Trustee as keeper of the Bond Register. "Bond Sinking Fund" means the fund by that name created in Section 4.4 hereof. "Bond Trustee" means ___________________, or any successor trustee under this Bond Indenture. "Bondholder," "holder" and "owner of the Bonds" means any registered owner of any Bond. "Bonds" means, collectively, the Series 2014 Bonds and any Additional Bonds. "Borrower" has the meaning specified in the Preliminary Statement to this Bond Indenture. "Borrower Bond" means any Bond which is registered in the name of the Borrower. "Borrower's Closing Certificate" means the Officer's Certificate of the Borrower dated the date of and delivered on the Closing Date. 4 Packet Pg. 30  "Borrower's Documents" means the Loan Agreement, the Official Statement, the Tax Exemption Agreement and all other documents to which the Borrower is a party related to the issuance of the Bonds. "Business Day" means a day which is not (a) a Saturday, Sunday or legal holiday or any other day on which banking institutions in the State or the State of New York are authorized by law to close, or (b) a day on which the New York Stock Exchange is closed. "Clerk" means the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Okaloosa County, Florida, as his or her designee. "Closing Date" means April ___, 2014, the date of the initial issuance and delivery of the Bonds. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code herein shall be deemed to include the United States Treasury Regulations, including temporary or proposed regulations relating to such Section which are applicable to the Bonds or the use of the proceeds thereof. "Connection Fees" means the fees and charges, if any, which relate to acquiring, constructing, equipping or expanding the capacity of the System for the purpose of paying or reimbursing the equitable share of the capital cost relating to such acquisition, construction, expansion or equipping of capacity or expansion thereof in order to serve new users of the System, to the extent the same are lawfully levied, collected and pledged. "Connection Fees" include those fees and charges currently known under Florida law as "impact fees" but shall not include fees and charges imposed for the cost of physically hooking up or connecting to the System. "Consulting Engineers" shall mean any engineering firm of reputation for skill and experience with respect to the construction, maintenance and operation of facilities similar to the facilities that make up all or a portion of the System, which is duly licensed under the laws of the State of Florida and designated by the Borrower to perform the duties of the Consulting Engineers under the provisions hereof and of the Loan Agreement. "Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from deposits in the Bond Sinking Fund or Project Fund made from Bond proceeds for such purpose, (2) principal of Outstanding Bonds maturing in such period of time, and (3) the Bond Sinking Fund redemption requirements scheduled to be paid during such period of time. "Debt Service Requirement" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Defaulted Interest" means interest on any Bond which is payable but not duly paid on the date due. "DTC" means The Depository Trust Company. 5 Packet Pg. 31  "DTC Participant" means those broker dealers, banks and other financial institutions reflected on the books of DTC. "Expense Fund" means the fund by that name created in Section 3.1 hereof. "Fitch" means Fitch Inc. d/b/a Fitch Ratings, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency which has been designated by the Borrower by notice to the Issuer and the Bond Trustee. "Governing Body" means the board of directors, the board of trustees or similar group in which the right to exercise the powers of corporate directors or trustees is vested. "Government Obligations" means (a) United States Government Obligations, or (b) evidences of a direct ownership in future interest or principal payments on United States Government Obligations, which United States Government Obligations are held in book-entry form on the books of the Department of the Treasury. "Gross Revenues" means all accounts, receipts, revenues, payments, income and other moneys received by or on behalf of the Borrower from any source, whether or not in connection with the ownership or the operation of all or any part of the System, including, without limitation, all operating and nonoperating revenues, and all rights to receive the same whether in the form of accounts, accounts receivable, contract rights, chattel paper, instruments, general intangibles of the Borrower and the proceeds thereof, the proceeds of any insurance coverage on and condemnation awards in respect of the System or any gain on the sale or other Borrower disposition of property, all deposit accounts, securities accounts and securities entitlements; all of the foregoing, whether now existing or hereafter coming into existence and whether now owned or held or hereafter acquired by the Borrower; and including all gifts, grants, bequests, donations and contributions, except those heretofore or hereafter made, designated at the time of making by the donor or maker as being for certain specified purposes inconsistent with the application thereof to the payments due from the Borrower under the Loan Agreement and except any income derived therefrom to the extent required by such designation or restriction. Gross Revenues shall not include Connection Fees or proceeds of Bonds or other Indebtedness. "Immediate Notice" means notice by telephone, telex, telecopier or electronic mail to such telephone number, telex number or telecopier number or electronic mail address as the addressee shall have directed in writing, promptly followed by written notice by first class mail postage prepaid to such address as the addressee shall have directed in writing. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include independent legal counsel for the Issuer, the Borrower or the Bond Trustee. "Interest Payment Date" means ________ 1 and ________ 1 of each year, commencing _________ 1, 2014. 6 Packet Pg. 32  "Investment Earnings" shall mean all income and earnings derived from the investment of moneys in the funds and accounts established hereunder, other than the Rebate Fund. "Issuer" has the meaning specified in the Preliminary Statement to this Bond Indenture. "Issuer's Expenses" means the reasonable and necessary fees and expenses incurred by the Issuer with respect to this Bond Indenture, the Loan Agreement, the Purchase Contract, the Bonds or any property financed or refinanced with the proceeds of the Bonds, including any advances made by the Issuer, plus interest on those advances as provided by any of the applicable documents to which the Borrower is a party and those for any legal, accounting, financial or other experts reasonably retained by the Issuer, as well as any recording expenses, trustee's acceptance fees, escrow and title insurance costs, legal fees, bank fees, bond insurance and rating agency fees, printing expenses and other fees and fair and customary expenses incurred or to be incurred by or on behalf of the Issuer in connection with or as an incident to the issuance and sale of the Bonds. "Loan Agreement" has the meaning specified in the Preliminary Statement of this Bond Indenture. "Maturity Date" means the maturity date for each Bond assigned a specific serial or different term maturity date pursuant to Section 2.2 hereof. "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency which has been designated by the Borrower by notice to the Bond Trustee and the Issuer. "Net Revenues" means Gross Revenues less Operating Expenses, each for the applicable period measured. "Officer's Certificate" means a certificate signed, in the case of a certificate delivered by a corporation, by the president, any vice president or any other officer authorized to sign by resolution of the Governing Body of such corporation or, in the case of a certificate delivered by any other Person, the chief executive, chief financial officer or general counsel of such other Person, in either case whose authority to execute such Officer's Certificate shall be evidenced to the satisfaction of the Bond Trustee. "Official Statement" means the Official Statement dated _________, 2014, prepared in connection with the issuance and sale of the Series 2014 Bonds. "Operating Expenses" means all expenses of the Borrower relating to the operation of the System, including, but not limited to, expenses and fees of the Bond Trustee, but excluding items that do not require the expenditure of cash (depreciation, amortization, etc.). "Opinion of Bond Counsel" means a written opinion of Bond Counsel in form and substance acceptable to the Issuer and the Bond Trustee, which opinion may be based on a ruling or rulings of the Internal Revenue Service. 7 Packet Pg. 33  "Outstanding Bonds" or "Bonds Outstanding" means all Bonds which have been duly authenticated and delivered by the Bond Trustee under this Bond Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds for the payment or redemption of which cash or Government Obligations shall have been theretofore deposited with the Bond Trustee (whether upon or prior to the maturity or redemption date of any such Bonds) in accordance with Article XI of this Bond Indenture; provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements