Fort Walton Beach Resolution — 2009-20-Wastewater Interlocal Agreement — reading text

investments thereof, in certain of the funds and accounts established pursuant to the Ordinance other than the Rebate Fund. 16) The representations, warranties and covenants of the Issuer contained in the Interlocal Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof and the Issuer has performed all obligations, complied with all agreements and covenants and satisfied all conditions on its part to be complied with or satisfied at or prior to the date hereof. 17) There is no action, suit, proceeding or investigation involving the Issuer before or by any court or public board or body pending or, to the knowledge of the Issuer, threatened wherein an unfavorable decision, ruling or finding would: ( A) affect the creation, organization, existence or powers of the Issuer or the titles of its officials to their respective offices, ( B) enjoin or restrain the Pledged Revenues, ( C) in any way question or affect the validity or enforceability of the 2005 Bonds, or the adoption and/or enactment, as the case may be, of the Ordinance, or D) in any way question or affect this Certificate, the Interlocal Agreement, the 2005 Bonds or the transactions contemplated thereby or any other agreement or instrument to which the Issuer is a party and relating to the 2005 Bonds. 18) There are no facts known to us that the Issuer has failed to disclose to the Municipal Insurer which, in our opinion, individually or in the aggregate, materially adversely affect or will materially adversely affect the operations, affairs, properties, conditions ( financial or otherwise) or prospects of the Issuer. 19) To the best of our knowledge, no event of default under the Ordinance has occurred and is continuing and no event has occurred and is continuing, which with the lapse of time or the giving of notice or both would constitute such an event of default. 20) The Ordinance, in the form appearing elsewhere in the transcript of proceedings delivered by the Issuer in connection with the Consent has not been otherwise amended, repealed or modified since its enactment or adoption, as the case may be. All official action of the Issuer relating to the Ordinance is in full force and effect. 21) The Issuer has complied and is in compliance on this date in all respects with the Act. 22) The Issuer has not been in default at any time on or after January 1, 1976, as to principal or interest with respect to any obligation issued or guaranteed by the Issuer. 3 RIL-07/ 09/ 09 Rev. 08/ 31/09- 660 I- Amendatory Documents- closdocs- offcert  23) Since September 30, 2004, no material adverse change has occurred in th~ financial position and results of operations of the Issuer, and the Issuer has not incurred ~ ny material liabilities other than in the ordinary course of business. 24) There is not an unfunded materially significant rebate liability owing to the Internal Revenue Service. 25) All decisions made with respect to the Consent, the Interlocal Agreement and the Amending Ordinance were made at public meetings of the Issuer, held after due notice to the public was given in the ordinary manner required by law and custom of the Issuer. 26) The water and sewer rates in effect for the System were established in compliance with the Act and other applicable law, and the resolutions establishing the rates were duly adopted. 27) The transaction costs set forth in Schedule " I" to this certificate in the amounts not exceeding the sums set forth in said schedule are hereby approved for payment. 28) For the Fiscal Years Ending September 30, 2006 through and including September 30, 2008, Revenues of the System have been sufficient to pay ( i) 100% of all Cost of Operation and Maintenance for each Fiscal Year, (ii) 125% of the Bond Service Requirement becoming due in such Fiscal Year on the Outstanding Bonds, and ( iii) 100% of all other deposits to be made pursuant to the Ordinance and all other amounts payable from the Pledged Revenues. 29) The financial information and projections furnished to AMBAC Assurance Corp. in connection with the Amending Ordinance and the Interlocal Agreement are based upon good faith estimates and the best information available to the Issuer, and the Issuer has no reason to believe that any such information is in any way materially false, incorrect or misleading, nor does such information omit any data which might affect the decision of AMBAC to approve the Interlocal Agreement and the Amending Ordinance. The undersigned Finance Director hereby certifies that the monthly charges 30) imposed by the County under the Interlocal Agreement for treatment of the Issuer' s waste water and sewage is properly treated as an operating expense and a " Cost of Operation and Maintenance" under the Original Ordinance as modified by the Amending Ordinance 31) Since September 30, 2004, no material adverse change has occurred that would a) affect the security or credit of, or the validity or enforceability of, the 2005 Bonds; or ( b) cause any of the documentation or information previously submitted to the Municipal Insurer by or on behalf of the Issuer to be untrue or misleading. 4 RIL-07/ 09/ 09 Rev. 08/ 31/ 09- 660 I- Amendatory Documentsc- losdocs- offcert  SCHEDULE I TRANSACTION COSTS Description Amount Bond Counsel ( Amending Ordinance) 7, 500. 00 Bond Counsel ( Interlocal Agreement) 7, 500.00 Counsel to Municipal Insurer 10, 000.00 Municipal Insurer 5, 000. 00 Total 26,000.00 6 RIL-07/09/09 Rev. 08/ 3 1109- 660 I- Amendatory Documents- closdocs- offcert