Okaloosa County BOCC — April 1, 2014 — Bond Trust Indenture.2BL — reading text

between OKALOOSA COUNTY, FLORIDA, as issuer, and _________________________, a state banking corporation organized and existing under the laws of the State of ________, as bond trustee (the "Bond Trustee"). PRELIMINARY STATEMENT Okaloosa County, Florida, a political subdivision of the State of Florida (together with any successors, the "Issuer") has authorized the issuance of a series of revenue bonds consisting of $________ initial aggregate principal amount of its tax exempt Utilities System Revenue Bonds, Series 2014A (Auburn Water System, Inc. Project) (the "Series 2014A Bonds") and $________ initial aggregate principal amount of its taxable Utilities System Revenue Bonds, Series 2014B (Auburn Water System, Inc. Project) (the "Series 2014B Bonds," collectively, the "Series 2014 Bonds"). The Series 2014 Bonds, together with any Additional Bonds issued under this Bond Indenture, are referred to herein as the "Bonds." The Bonds will be issued pursuant to Chapter 159, Part II, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), and this Bond Indenture. The proceeds derived from the sale of the Bonds will be loaned to Auburn Water System, Inc., a Florida non-profit corporation (together with its successors and assigns and any surviving, resulting or transferee corporation, the "Borrower"), pursuant to a Loan Agreement dated as of April 1, 2014 between the Borrower and the Issuer, and assigned by the Issuer to the Bond Trustee (as amended from time to time, the "Loan Agreement"). The Series 2014 Bonds are being issued to (i) finance all or a portion of the costs of acquiring, constructing, improving and equipping of improvements to the water utility system operated by the Borrower, (ii) refund certain outstanding indebtedness of the Borrower, and (iii) pay certain costs associated with the issuance of the Series 2014 Bonds. NOW, THEREFORE, THIS BOND INDENTURE WITNESSETH: That the Issuer in consideration of the premises and of the purchase of the Bonds and of other good and lawful consideration, the receipt of which is hereby acknowledged, and to secure the payment of the principal of, premium, if any, and interest on the Bonds and the performance and observance of all of the covenants and conditions herein and therein contained, has executed and delivered this Bond Indenture and has conveyed, granted, assigned, transferred, pledged, set over and confirmed and granted a security interest in and by these presents does hereby convey, grant, assign, transfer, pledge, set over and confirm and grant a security interest in, unto the Bond Trustee, its successor or successors and its or their assigns forever, with power of sale, all and singular the property, real and personal, hereinafter described (said property being herein sometimes referred to as the "trust estate") to wit: 1  GRANTING CLAUSES DIVISION I All right, title and interest of the Issuer in and to the funds created hereunder and all amounts held therein, including investment earnings; DIVISION II All right, title and interest of the Issuer in and to the Loan Agreement and the amounts payable to the Issuer under the Loan Agreement (excluding Unassigned Rights); DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the Issuer or the Borrower or by anyone in their behalf to the Bond Trustee, including, without limitation, any funds held by the Bond Trustee in any of the funds established hereunder as security for the Bonds; EXCEPTED PROPERTY There is, however, expressly excepted and excluded from the trust estate moneys held by the Bond Trustee in the Rebate Fund established pursuant to the Tax Exemption Agreement; TO HAVE AND TO HOLD, all and singular, the properties and the rights and privileges hereby conveyed, assigned and pledged by the Issuer or intended so to be, unto the Bond Trustee and its successors and assigns forever, in trust, nevertheless, with power of sale for the equal and pro rata benefit and security of each and every holder of the Bonds issued and to be issued hereunder, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of one Bond over or from the others, by reason of priority in the issue or negotiation or maturity thereof, or for any other reason whatsoever, except as herein otherwise expressly provided, so that each and all of such Bonds shall have the same right, lien and privilege under this Bond Indenture and shall be equally secured hereby with the same effect as if the same had all been made, issued and negotiated simultaneously with the delivery hereof and were expressed to mature on one and the same date; PROVIDED, NEVERTHELESS, and these presents are upon the express condition, that if the Issuer or its successors or assigns shall well and truly pay or cause to be paid the principal of the Bonds with interest, according to the provisions set forth in such Bonds and each of them or shall provide for the payment or redemption of such Bonds by depositing or causing to be deposited with the Bond Trustee the entire amount of funds or securities required for payment or redemption thereof when and as authorized by the provisions hereof, and shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then these presents and the estate and rights hereby granted shall cease, determine and become void, and thereupon the Bond Trustee, on payment of its lawful charges and disbursements then unpaid, on demand of the Issuer and upon the payment of the costs and expenses thereof, shall duly execute, 2 acknowledge and deliver to the Issuer such instruments of satisfaction or release as may be necessary or proper to discharge this Bond Indenture, including if appropriate any required discharge of record, and if necessary, shall grant, reassign and deliver to the Issuer, its successors or assigns, all and singular the property, rights, privileges and interests by it hereby granted, conveyed and assigned, and all substitutes therefor, or any part thereof, not previously disposed of or released as herein provided; otherwise this Bond Indenture shall be and remain in full force; AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto that all Bonds are to be issued, authenticated and delivered, and that all the trust estate is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Bond Trustee and its respective successors in said trust, for the benefit of those who shall own the Bonds, or any of them, as follows: 3  ARTICLE I DEFINITIONS SECTION 1.1. DEFINITIONS. To the extent not defined herein, the terms used in this Bond Indenture shall have the same meanings as set forth in the Loan Agreement. All accounting terms not otherwise defined in the Loan Agreement or herein have the meanings assigned to them in accordance with generally accepted accounting principles then in effect. In addition to the words and terms elsewhere defined in this Bond Indenture or the Loan Agreement, the following words and terms as used in this Bond Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act" has the meaning specified in the Preliminary Statement to this Bond Indenture. "Additional Bonds" means any bonds secured on parity with the Series 2014 Bonds issued pursuant to Section 2.2 hereof. "Authorized Denomination" means $5,000 and any integral multiple in excess thereof. "Bond Counsel" means Nabors, Giblin & 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  "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