Okaloosa County BOCC — April 1, 2014 — reading text

satisfactory to the Bond Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Bond Trustee shall have been filed with the Bond Trustee; (c) Bonds in lieu of which others have been authenticated under Section 2.7 or 2.8 of this Bond Indenture; and (d) for the purpose of all consents, approvals, waivers and notices required to be obtained or given under this Bond Indenture, Bonds held or owned by the Borrower or any Person controlling, controlled by or under common control with the Borrower to the extent provided in Section 12.1 hereof. "Outstanding Parity Indebtedness" means the mortgage loan previously entered into by the Borrower dated May 24, 1995. "Parity Indebtedness" shall mean the Outstanding Parity Indebtedness and any Additional Indebtedness authorized to be issued pursuant to Section 5.12 of the Loan Agreement. "Paying Agent" means the Bond Trustee and the bank or banks, if any, designated pursuant to this Bond Indenture to receive and disburse the principal of and interest on the Bonds. "Person" means any natural person, firm, joint venture, association, partnership, business trust, corporation, limited liability company, public body, agency or political subdivision thereof or any other similar entity. "Principal Payment Date" means the date on which a principal payment, whether at maturity or pursuant to a mandatory sinking fund amortization, is due on the Bonds. "Project" means all personal and real property to be financed in whole or in part, and whether directly or indirectly, with the proceeds of the Bonds. "Project Fund" means the fund by that name created in Section 3.2 hereof. "Purchase Contract" means the Bond Purchase Agreement dated _________, 2014, among the Underwriter, the Issuer and the Borrower, providing for the sale of the Bonds. 8 Packet Pg. 34  "Qualified Investments" means any of the following, if and to the extent that the same are at the time legal for investment of funds of the Issuer: A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (FmHA) Certificates of beneficial ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Administration Participation certificates 6. Government National Mortgage Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations 7. U.S. Maritime Administration Guaranteed Title XI financing 8. U.S. Department of Housing 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 C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 9 Packet Pg. 35  2. Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations 3. Resolution Funding Corp. (REFCORP) obligations 4. Farm Credit System Consolidated system-wide bonds and notes D. Money market funds which may be managed or advised by the Bond Trustee or affiliates 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 Standard & Poor's of AAAm-G; AAA-m; or AA-m and if rated by Moody=s rated Aaa, Aa1 or Aa2 and that are invested only in Qualified Investments. E. Certificates of deposit secured at all times by collateral described in A. and/or B. above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF. G. Debt obligations of any U.S. corporation or trust, which obligations are rated by at least two nationally recognized rating agencies in one of the three highest rating categories, or commercial paper of same rated by at least two nationally recognized rating agencies in the highest rating category at the time of purchase (without incorporating refinements or gradation of rating category by numerical modifier or otherwise). H. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "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 at the time of purchase. J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P. K. Repurchase Agreements must follow the following criteria: 1. Repos must be between the municipal entity and a dealer bank or securities firm a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor's and Moody's, or b. Banks rated "A" or above by Standard & Poor's and Moody's. 10 Packet Pg. 36  2. The written repo contract must include the following: a. Securities which are acceptable for transfer are: (l) Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) b. The term of the repo may be up to 30 days c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. Valuation of Collateral (l) The securities must be valued weekly, market-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 repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. 3. Legal opinion which must be delivered to the Borrower to the effect that the repo meets guidelines under state law for legal investment of public funds. Rating categories when referred to herein shall be without regard to gradations within such categories, such as "plus" or "minus." "Rating Agency" means, as applicable, Moody's, Standard & Poor's and Fitch, or their respective successors and assigns. "Rebate Fund" means the fund by that name created by the Tax Exemption Agreement. "Record Date" means the fifteenth day (whether or not a Business Day) next preceding an Interest Payment Date therefor. "Redemption Fund" means the fund by that name created in Section 4.3 hereof. 11 Packet Pg. 37  "Refunded Indebtedness" means the mortgage loans previously entered into by the Borrower dated November 12, 1992, September 1, 1997 and February 1, 2002, in the aggregate principal amount of $_________. "Representation Letter" means the Blanket Issuer Letter of Representations dated ___________, 2014, from the Issuer to DTC. "Series 2014 Bonds" means, collectively, the Series 2014A Bonds and Series 2014B Bonds. "Series 2014A Bonds" means the $__________ aggregate principal amount of Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014A (Auburn Water System, Inc. Project) authorized to be issued by the Issuer pursuant to the terms and conditions of Section 2.2 hereof. "Series 2014B Bonds" means the $________ aggregate principal amount of Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014B (Auburn Water System, Inc. Project) authorized to be issued by the Issuer pursuant to the terms and conditions of Section 2.2 hereof. "Special Record Date" means the date fixed by the Bond Trustee pursuant to Section 2.2 hereof for the payment of Defaulted Interest. "Standard & Poor's" or "S&P" means Standard & Poor's, a division of the McGraw- Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, 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, "Standard & Poor'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. "State" means the State of Florida. "System" means the water production and distribution system operated by the Borrower. "Tax Exemption Agreement" means the Tax Exemption Agreement and Certificate relating