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Resolution 1997-009 JAN - 7 1997 RESOLUTION NO. 97- 9 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING TIlE ISSUANCE BY COLLIER COUNTY, FLORIDA OF NOT EXC.t::.WLNG $4,250,000 IN TIlE AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA NAPLES PARK AREA STORMWATER IMPROVEMENT ASSESSMENT BONDS, SERIES 1997 IN ORDER TO REFUND CERTAIN OUTSTANDING INDEBTEDNESS ISSUED TO FINANCE TIlE ACQUISmON AND CONSTRUCTION OF VARIOUS STORMWATER DRAINAGE IMPROVEMENTS WITHIN TIlE NAPLES PARK AREA DRAINAGE IMPROVEMENTS MUNICIPAL SERVICE BENEFIT UNIT; PLEDGING CERTAIN STORMWATER IMPROVEMENT ASSESSMENTS PROCEEDS AND VARIOUS OTIlER MONEYS TO SECURE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON SAID BONDS; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON-AD VALOREM FUNDS TO REPLENISH DEFICIENCIES IN THE RESERVE ACCOUNT IN THE EVENT TIlE STORMWATER IMPROVEMENT ASSESSMENTS PROCEEDS ARE INSUFFICIENT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SAID BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWIl1i; PROVIDING FOR THE VALIDATION OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOL YED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: 1 ARTICLE I JAM - 7 Wl GENERAL SECIlON 1.01. DEFINITIONS. When used in this Resolution, the following tenns shall have the following meanings. unless the COD1e:xt clearly otherwise requires: "Act" shaIl mean Chapter 125, Florida Statutes, the Stormwater Assessment Ordinlmt:,e and other applicable provisions of law. "Amortization InJtallment" shaIl mean III amount designated u such by Supplemental Resolution of the Iuuer and established with respect to the Tenn Bonds. "AnnulI Debt~" shall mean, It any time, the aggAtjlte amount in the tbcD c:urrent Boad Y CN of (1) interest reqiW ed to be paid on the Outstandina Bonds duriDa such Bood YCN, except to the btwl that such interest is to be paid from deposits in the Wtc.1Ai1 Account made from proceeds of the Bonds, (2) principal of OutstaDding Serial Boads maturing in such Bond Year, and (3) the Amortization Installments herein designated with respect to such Bonds in such Bond Year. " Authoriud Inv~tJ" shall mean any mvcstmCDtJ described in the imRtwwt policy of the Iuucr set forth in and govaned by Ordinance No. 87-65 and Resolution No. - 85-552 oftbc hsuc:r, u the policy may be amended from time to time. ''&ad C~ ..I" shaD mean Nalxn, Giblin &: Nickcnon, P.A or any other attomey It llw or firm of attorneys, of nationally recognized standing in mattm ye.1.inma to the federal tax exemption of interest on obligations issued by states and political subdivisions. Ind duly admitted to practice law before the highest court of any state of the United States of America. "Bondbolder" or "BoJder" or "bolder" or any mnil... tenD, when used with reference to I Bond or Bonds. shall mean any penon who shall be the registered owner of any Outstanding Bond or Bonds u provided in the registration books of the Issuer. "Bonds" shall mean the Collier Cowtty, Florida Naples Park Area StormwIter Improvement Annsment Bonds, Series 1997, and, to the extent provided in Section 6.01 hereof; any additional parity obligations. 2 JAM - 7 f1f1 "Bond Insurance PoUq" shall ...tlt11. in regard to the Bonds, my municipal bond insurance policy issued by an Insurr.r guaranteeing the payment of the principal of and wtQtjt on all or my portion of the t3onds. "Bond Year" shaIl mem the period commencing on October 1 of each year and continuing through the next SllCC-nmg September 3{) or sucl1 other period u shall be determined by Supplf'1N'nta1 Resolution. "Chalrmaa" shaIl mean 1be Chairman of the Board ofCouuty CommiuiODerl of C.offier County, Florida and mch ocbcr penon u may be duly anthclri.zed to act OIl his or her ~lf "Clerk" sbaI1 mean 1be Clcrlt of the Orcuit Court of Collier County, Florida and Ex- 0t1ici0 C1czt of the Board of County CnmmitsioDcrs of Collier County, Florida ad such other penon u may be duly authorized to act on his or her IvoMIf' "Code" an ~ die l:atema1 R.eveaue Code of 1986, IS ~ md Ibe TPgP1uions and ilIIcs lhe&t"'.d~ in effect or proposed. "CoIkcdoa CoIu" shaII mean all c:osu a::Kf ~~ fa coDec:tioa of1be StormwIta' I.mp'owmeat As ~Sl"C'tS which shall be billed by the Issucru part of sucl1 Assessments, or ~ th~ 01' whicl1 may be billed Kpalatcly from mch AsJe1~. - .. -. "C'oastnKtioa Frmd" shaD meaD the fund authorized to be atabHv-ed pw......u1 to Section 4.03 het~f. "COlt," when used in ~.".ecti0l1 with the Project, shall maD (1) the Issuer'. COlt of physical c:oostruc:tial; (2) costs of acquisition by 01' for the Imler of the Project; (3) costs of land md iDt.crestJ ttx..o.;.;.. and the cost oftbc Ima TnMtWnl to such acquisition; (4) the cost of my irvIMnnity and surety bonds IDd pn:mimns fer insurance duriD& CODIInlCtion; (5) all irJbesl due 10 be peid OR the Bonds and other obligations relating to the Project du:r:in& the period of acqais:itjoa and CODJtl11Ction of the Project and for such period subsequent to c;ompJetion u the Issuer shall have determined; (6) engineering.lepl. financing and other cxmuJtant fees and expenses related thereto; (7) costs and expenses of the fm"'~1 of tile Project, including fees and apenses of any Paying Agent. Registrar 01' deposito.y, Credit Bank 01' Insurer; (8) ~ if any, required by this Resolution to be paid into the ~est ~ upon the issuance of the Bonds; (9) payments, when due (whether at the maturity ofprincipaI or the due date ofiutQest or upon red""'Ption) on III)' interim 01' 'I,luJ"IXiII)' indebtedness of the Issuer (other than the Bonds) incwued for the Project; (10) costs of machinery, equipment and supplies and reserves required by the Issuer for the 3 JAN - 7 1997 commencement of operation of the Project; (II) costs relating to the levy and collection of the Stormwater Improvement Assessments; and (12) any other costs properly attributable to such construction or ~0Il, and shall include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer prior to the issuance of the Bonds. Any Supplemental Resolution may provide for additional items to be included in the aforesaid Costs. "Credit Blnk" shall mean the Person (cilier than III Insurer) providing Ilcttcr of credit, I line of credit or oth-:r credit or liquidity facility, if any, U c1esigJ'AflotJ in the Supplemental Resolution providing for the issuance of the Bonds. "Credit Fldllty" shall mean a letter of credit, I line of credit or other credit or liquidity facility (other than I Bond Insurance Policy issued by an Insurer), if any, U approved in the Supplemental Resolution providing for the issuance of the Bonds. "Debt Service Fund" shall mean the Debt Service Fund established pursuant to Section 4.04 hereof. "De{euance ObUiAtioru" shall mean (1) cash, (2) direct, noncaIllble obligations of the United States of Ame-tica ("Government Obligations"), (3) evidences of ownership of proportionate interests in future interest and principal payments on Government Obligations held by a bank or trust company or custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually agllinq the _ oQligor and the underlying Govmunent Obligations are not available to any person claimn,g through the custodian or to whom the custodian may be obligated, or (4) }))e.ef'wtded Obligations. "Delinquent AuasmentJ" shall mean any and all instalIments of any Stormwater Improvement Assessments which are not paid when due. "Experue Account" shall mean the separate account of the Debt Service Fund established pursuant to Section 4.04 hereof. "Fiscal Year" shall mean the period commencing on October 1 of each year IIld continuing through the next succeeding September 30, or such other period as may be . prescribed by law. "F1tch" shall mean Fitch Investors Services, Inc., and any assigns and successors thereto. 4 JAM _ 7 lOQ7 "&lvernlng Body" shaIl mean the Board of County Commissioners of Collier County, Florida and my suc<<ssor in function. "Government Grant," when used with respect to the Project, shall mean any 5lDD of money heretofore or hereafter received by the Issuer from the United States of America or any agency thereof or from the State of Florida or my agency or political subdivision thereof as or on au:ount of I grant or contribution, not repayable by the 1m1cr, for or with respect to (1) the construction, acquisition or other dcvclopment of III addition, extension a improvenu.m to my pet of the PI oject or any casts of any such construction, acquisition a c:eveIopment, or (2) the finIIIcing of any such construction, acquisition, dcvclopment or caSU. "Insurer" shall mean sucl1 Person, if any, U shall issue. Bond Insurmce Policy which shall guarantee the payment of principal of and interest on the Bonds. "Interest Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04 hereof. "Interest Date" or "Interest plyment date" shall be such date or dates u shall be provided by Supplemental Resolution of the Issuer. "Investmm ~TDlnp" shall mean all income and earnings derived from the investment of moneys in the funds and accoWlts established hereunder, other than the _ ~bate Account. "Issuer" shall mean Collier County, Florida. "Maximum Annual Debt Service" shall mean the largest aggregate amount of AImual Debt Service becoming due in my Bond Y car, excluding all Bond Yem which shall have eonded prior to the Boad Y car in whirh the Maximum Annual Debt Service shall It any time be computed. "Moody'," shall mean Moody's Investors Service, and any usigns and SUCCtSJorS thereto. "Non-Ad Valorem ,..ds" shaJ1mean all revenues of the 1Jsuer derived from my source wbatsocYcr other 1ha:n ad valorem taxation on real or personalpa...-tt, which are lcgaIJy 8Vlilable to make the payments required herein, but only after provision has been made by the Issuer for the payment of all essential or legally mandated services. s JAM _ 7 1997 "Outstandln2." when used with reference to Bonds and as of any particular date. shall describe all Bonds theretofore and thereupon being authenticated and delivered except, (I) any Bond in lieu of which other Bond or Bonds have been issued under agreement to repace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in ~t"hllT1gt" for other Bond or Bonds under Sections 2.05 and 2.07 hereof: (3) Bonds deemed to have been paid purnWlt to Section 9.01 hereofand (4) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity. "Plyln2 A&ent" shaD mean any paying agent for the Bonds appointed by or pursuant to this Resolution or Supplemental Resolution and its successor or assigns, and any other Penon which may at any time be substituted in its place pursuant to this Resolution. "Person" shall mean an individual. I corporation, I partnership, an association, . joint stock company, I trust, any unincorporated orgllni7.lltton, governmental entity or other legal entity. "P1ed2ed FUDds" shall mean, (1) the Stormwater hnprovement Assessments Proceeds and (2) lUltil applied in accordance with the proVIsions of this Resolution, all moneys, including investments thereof: in the funds and accounts (other than the Rebate Account) established hereunder. If provided for by Supplemental Resolution of the Issuer, "Pledged Funds" may also include other revenues specified therein. Such additional revenues shaIl be pledged in the sole discretion of the Issuer. - - . "Prerefunded Ob1J~tlons" shall mean any bonds or other obligations of any state of the United StaleS of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not c:allable prior to maturity or (B) as to which irrevocable instructions have been given to the fiducillJ)' for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a fiducillJ)' consisting only of Defeasance Obligations, secured in the nmmer set forth in Section 9.01 hereof, which fund may be applied only to the payment of such principal of: redemption premium, if any, and interest on such hoods or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such iIrevocable instructions, as the case may be. (3) as to which the principal of and interest on the Defeasance Obligations, which have been deposited in such fund, are sufficient (as verified by . nationally recognized firm of independent certified public accountants) to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (1) above and are not available to satisfy any other claims, including those against the fiducillJ)' 6 JAM _ ? 1997 holding the same, aod (4) which are rmd in the highest rating category of Sb11dn &: Poor's IDd Moody's. "PrincipII A(X{)uDt" shall mean the separate account in the Debt Service FUDd established pursuant to Seaion 4.04 hereof. "Project" shall man ""'~ ~IUY~ts made within the Unit. aD u more particularly tel for1h in the plans md Jpecifk~oo' on file Of to be on file with the 1Jsuer, u the same may be ~ or ~ from time to 1ime.. A ~ cJw:o~ of the Projec.1 is provided in Exhibit A to Resolution No. 96-312 adopted by the Inuct on July 16, 1996.md Resolution No. 96-328 adopted by the Issuer on July 23,1996. "R.atha& A&-cfa" ~c Fitcl1, Moody's and S--d..-d &: Pool's. "Rebate ~t" shall mean the seoaratc ~ in the Debt Service Fuad . estIbnc1.ed pW'JuaDZ to Section 4.04 hereof. ''R~. Aa:oaat" shall mean the separate account of the Debt Service F1md established pursuant to Section 4.04 hereof. "Redemptlcm Prke" shall mean. with respect to my Bond or portion tIIa'eo( the princiJm amomrt or portion tbereof, plUJ the applicable jIl"n.i&Jm, if my, payable upon redemption thereof p.u~ to suCh Bond or this Resolution. "RdU.aded ObIiptfoDt" shaD mean that certain paomissory DOte dHilP'*'""" CoDiel County, Florida R.cwmx Note, Draw No. A-9-1, issued to the Fbida Local Go"a.1U-' F'~ Cornnnt:aoa (the .C.nmm1nionj on N<M:mbcr 13, 19961Dd aU Olhcr JlI..mi,tary DOCes subsequc:nrly iscned to the (;rmmiui(IQ to fin~ Costs of the PllIjm. The Reftmded Obligations shall bear iDtcrest It variablt' fates md are ~1i"d to be OUtJI"l~ in 1be ..~ ~l amount of $3,750,000 It the time of1be iuuux:e oldie Bonds. "R"'d~.r" IbID mean my reaistrar for the Bonds appoiDIecl by or pursuant to dIiJ RaoJutioa ad in su~ce,.ors and asigns, and my other Person which may It my time be subatiMcd in in pIKe pursuant to this Resolution. "Reserve Ac:coaat" shall mean the separate account in the Debt Service FUDd established pursuant to Section 4.04 hereof. 7 JAM _ 7 1991 "Reserve Account Insurance Policy" shall mean the insurance policy deposited in the Reserve Account in lieu of or in partial substitution for cash"on deposit therein pursuant to Section 4.04(BXiv). "Reserve Account Letter of Credit" shall mean a letter of credit or line of credit or other cndit facility (other than a ~ Account Insurance Policy) deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.04(BXiv) hereof. "Reserve Account Re'~ulrement" shall mean, u of any date of calculation, III amount equal to the ltsscroC(l) ~.....n Annual Debt Service for all Outstanding Bonds, (2) 125% of the average annual debt service for all Oubbwding Bonds, or (3) such other IIDOImt. if any, IS shall be Jrovided by Supplemental Resolution of the Issuer and aJ>p.oved by Bond Counsel u being the mrnmum amount which may be fimded from proceeds of Bonds or other $()lIlUS ~ (A) being subject to yield restriction or (8) ClVcmg the Bonds to be deemed "a.bibtgC bonds" within the meaning of the Code. "Resolution" shaIl mean this Resolution, u the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Serial Bonds" shall mean all of the Bonds other than the Tcnn Bonds. "Sute" shaIl mean the State of Florida. "Standard &: Poor's" shall mean Standard &Poor's Ratings Services, a Division of the McGraw-Hill Corporation, and any assigns and successors thereto. "StonnwlW' As1essment Ordinance" shall mCIIl Ordinance No. 86-37 enacted by the Issuer on July 29, 1986, as amended and supplemented by Ordinance No. 95-44 enacted by the Issuer on July 18, 1995, as the same may be amended and supplemented from time to time. "Stormwater ImpIO~eu1aJt Auessmenta" means any and all special usessments "vin~ property benefited by the Project or any part thereoflcvied in accordance with the Stonnwatcr Assessment Ordinance. . "Stonnwlter Improvement Assessmenta Proceeds" means the proceeds of Storrnwater Improvement Assessments lawfully levied and collected by the Issuer (net of any Collection Costs relating thereto), including any interest and penalties on such Assessments, whether paid at one time or in installments from time to time. Stormwater Improvement 8 JAN _ 7 W1 Assessments Proceeds shall include moneys lawfully received by the Issuer on account of conection of Delinquent Assessments or the proceeds of any re-assessment made pursuant to Section S.OS hereof. Stormwiter lmprovement Assessments Proceeds shall also include lIlY other amounts made availlble by the Issuer, in ~ts sole discretion, pursuant to Section 5.09 hereof. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplem.c...;..g this Resolutioo erIICted end becoming effective in accordance with the tenDS of Sections S. 0 I, 8.02 and 8.03 bereoC. "Term Bomb" shall mean those Bonds which shall be designated u Term Bonds hereby or by Supplf'I'n('1ltIl Resolution of the Issuer. "Unit" shall mean the Naples Park Area Drainage Improvements Municipal Service Benefit Unit created by Resolution No. 96-311 adopted by the Issuer on July 16, 1996. The tmns "bc:rem, . "bc:mmdcr,. "bc:reby,. "hereto,. "hereof." and lIlY simihr terms, shall refer to this Resolution; the term "heretofore. shall mean before the date of adoption of this Resolution; and the term "hereafter. shall melll after the date of adoption of this Resolution. Words importing the IDUtUline gender include every other gender. Words importing the singular number include the plural DlWlbcr, and vice versa. SECIlON 1.02. AUTHORITY FOR RESOLUTION. This Resolution is Idopted pW'suant to the provisions of the Act. The Issuer hu ascertained and hereby determined that adoption ofthU Resolution is necessary to cany out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necnsary in orr"-T to carry out IIld effectuate the purposes of the Issuer in accordance with the Act and to carTy out and effectuate the pIan and purpose of the Act, and that the Ix))....... of the: Issuer herein exercised are in each case exercised in accordImce with the provisiazu oftbe Act and in furtherance ofthc purposes of the Iuuer. SECIlON 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In caosidention of the purclwe and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be . part of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall c:onstitute I contract between the Issuer, the Holders from time to time of the Bonds and lIlY Insurer or Credit Bank. The pledge made in the Resolution and the provisions, covenants 9 .. "'--~--"_._"-'-''''---'' JAM _ 7 Wl md agreements herein set forth to be pcrl'ormcd by or on behalf of the Issuer shall be for the equal benefit. protection and Ja;w it)' of the Holders of any IIld all of said Bonds IIld any Insurer or Credit Bank, but only in accordance with the terms hereof. SECIlON 1.04. FINDINGS. It is hereby ascertained, ckttuAined and declared: (A) The Issucr previously issued the Refunded Obligations in order to finance the acquisition and construction of the Project. (8) The Iuuer hereby demJ.s it in its best interests to refund the Refunded Obligations in order to restructure the Issucts debt and establish fixed interest rates with respect to the borrowings represented by the Refunded Obligations. (C) The Issuer hereby dmns it in its best interests to issue the Bonds in order to facilitItc the refunding of the Refunded Obligations. (0) The principal of: oc R~QD Price, if applicable, IIld interest on the Bonds shall be paid from the Pledged Funds, unless otherwise paid by the Insurer the:eo( if my. The Issuer shall never use oc be required to use any ad valorem taxes for the payment of the BoMc, The Bonds shall not coost:itme a direct obligation of the Issuer or. pledge ofits faith md credit. nor shall the Bondholders have any lien or encumbrance on my property in the Issuer, including the Project, other than the Pledged Funds. - -' SECIlON 1.05. AUTHORIZATION OF REFUNDING. The Issuer does hereby authorize the refunding of the Refunded Obligations. 10 JAM _ 7 1997 ARTICLE n AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECIlON 1.01. AUTHORIZATION AND DESCRIP110N OF BONDS. In ICCa'daDce with the 1cms of the StormwItcr Assncn\Pnt Ordinance, this Resolution aeates an issue of bonds of the Issuer entitled to the benefit. proccaion and scctaity of this Resolution which shall be in the aggregate principal amount of DOt tx~t1g $4,250,000. The Bonds are issued fer the principal pwpose of refunding the Refunded Obligations, ~g capitllli7{'d interest on the Bonds, fw...J;.lg the Reserve Account and paying certain costs incurred in connection with the issuance oftbe Bonds. The Bonds sha1J be desigTIlttM a .Collier Cwnty, Florida N~les Parle Area Stonnwater Improvement Assessment Bonds, Series 1997"; provided the Wucr m.ty change such designation pursuant to Supplemental Resolution. The Bonds shall be dated as of the first day of the month in which occun the delivery of the Bonds to the purth.aser or purchasers thereof or such other date or dates u m.ty be set forth by SupplemenuJ Resolution of the Issuer; shall be issued u fully registered Bonds; shall be numbered consecutively from one upward in order of maturity; shall be in such denominations and shall bear interest at a rate or rates not exceeding the mnimum rate pcnnit1ed by law, payable in such manner and on such dates; sh.1.1l consist of such amoums - of. Serial Bonds lUld Tam Bonds maturing in such years and amounts not exceeding such period as may be ~ .witted by the Act at the time of issuance; shall be payable in such place or places; shall have such Paying Agents and Registrars; and shall contain such redemption provisions; all as the Issuer shall provide hereafter by Supplemental Resolution. The principal of or Redemption Price, if applicable, on the Bonds are payable upon presentation and surrender of the Bonds at the designated corporate trust office of the Paying Agent. Interest payable 00 the Bonds on any Interest Date will be paid by check or draft of the Paying Agctt to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth Jay (whether or DOt I business day) of the calendar month next ...<:o.'1"<i;ng such Interest Date, or, at the prior written request and expense oflHolder ofSl,OOO,OOO or more in the aggregate principal amount of Bonds, by bank wire transfer for the account of such Holder. In the event the interest payable on any Bond is not punctually paid or duly provided for by the Issuer on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Holder, not less than ten days preceding such special record 11 JAN _ 7 1997 date. All payments of principal of or Redemption Price, if applicable, and interest on the Bonds 5ha11 be payable in any coin or currency of the United States of America which It the time of payment is legal tender for the payment of public and private debts. SECTION 2.02. APPLlCA TION OF BOND PROCEEDS. Except as ocherwise povided by Supp~IIJlI Resolution oftbe Issuer, the proceeds derived from the sale of the Bonds, including accrued wtbQt, if my, shaD, simultaneously with the delivezy of the Bonds to the purchucr or purchasers thereof: be applied by the Imler u follows: (A) Accrued interest and any capit..1i7ed interest in III amount provided by Supplemental Resolution shall be deposited in the Interest Account and shall be used only for the pwpose of paying the interest which shall thereafter become due on the Bonds. (B) A sufficient ItDOllnt of the Bond proceeds shall be transferred to the Florida LocaI Government Fina:nu Commission pursuant to the instructions ofthc Commission in order to fully pay the principal of and interest on the Refunded Obligations on the date of issuance of the Bonds or on such other date as may be determined by Supplemental Resolution but in no event Uta than 90 days from the date of issuance of the Bonds. (C) An amount of Bond proceeds, if any, shall be deposited in the Reserve Account which, together with any Reserve ACGount Insurance Policy and/or Reserve Account Letter of Credit obtained in accordance with Section 4.04(BXiv) hereof: shall equal the Reserve Account Requirement. (0) An amount ofJ%OCeeds of the Bonds shall be applied to the payment of costs and expenses relating to the issuance of the Bonds, including any premiums for a Bond Insurance Policy within six months of the issuance of the Bonds. (E) The baLmce of the Bond ~, if any, shall be deposited to the Intcrest Account and shall be used to pay interest coming due on the Bonds. SECIlON 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chairman and the official seal of the Issuer s1W1 be imprinted thereon, attested and countersigned with the manual eX' facmniJe ~gT'~JfC of the Clcrlc. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile sigT'llture shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed IIld sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered u hc1eiu provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of 12 JAM - 7 1997 the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such pmposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution. notwithstanding that either or both shall have ceased to hold such office It the time the Bonds shall be Ictually sold and delivered. SECIlON 2.04. AUI'HENTICATION. No Bond shall be secl1ledhcreunder or cntitIed to the benefit hereof or sball be valid or obligatoly for any pmpose unless there shall be 1T\JmmI1ly endorsed on such Bond I certi1icate of authentication by the Registrar or such other entity u may be "'Y'u..ed by the Issuer for such purpose. Sucl1 certificate on any Bond shall be (".rnrlosiYe ~ that such Bond has been duly ~f'rIticated and delivered under this Resolution. The form of such certi1iCAte shall be substantially in the form provided in Section 2.08 hereof. SECIlON 2.05. TEMPORARY BONDS. Until the definitive Bonds Ire prepared, the Issuer may execute, in the same manner u is provided in Section 2.03, and deliver, upon authentication by the Registrar pumwJt to Section 2.04 hcreo( in lieu of defInitive Bonds, but subject to the same provisions, limitations and conditions u the definitive Bonds. except u to the denominations thereat; one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu ofwhich such temporary Bond or Bonds Ire issued, in denominstions authorized by the Issuer by subsequent resolution and with such omissions, insertions and variations as may be Afly,uYIi4tc to tempo...,. Bonds. The Issuer, at his own expmse. shall prepare and execute definitive Bonds, which shall be - &1~cated by the Regist:rar. Upon the surrender of such te.ujNl &I,. Bonds for "cJ-lge. the Registrar, without charge to the Holder. thereat; shall deliver in nell-ge therefor definitive Bonds. of the same aggregate principal amount and maturity u the ~t^"&I" Bonds SUlTCndcred. Until so I"Yr.hm1ged, the tcnpormy Bonds shall in all respects be entitled to . same bcndits and sc:urity u definitive Bonds issued pursuant to this Resolution. All t - .i'OraIY Bonds surrendered in exchange for another temporary Bond or Bonds or for . defuUtive Bond or Bonds shall be forthwith cancelled by the Registrar. SECIlON 2.06. BONDS MUTll.A TED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion. issue and deliver, and the Registrar shaJ1 authenticate, . new Bond of Iikc tenor as the Bond so mntlllled., destroyed, stolen or lost, in exchange and substitution for such . mntillltPtf Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bood destroyed, stolen or lost, and upon the Holder filmishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity IIld complying with such other reasonable regulations and conditions u the Issuer or the Registrar may JrCSCllDe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so 13 JAM - 7 1997 surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be Ibout to mature, instead of issuing a substitute Bond, the lJsuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate BondJ issued pursuant to this Section 2.06 shall constitute original, additional cootractuaI obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be II any time found by anyone, and such duplicate Bond shall be entitled to equal and PIU}JUItiOl:llte benefits and rights u to lien on the Pledged Funds to the same extent r.s all other Bonds issued hereunder. SECIlON 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon ~wH;l.Ider thereof It the office of the Registrar with. written instrument of transfer satUfactory to the Registrar, duly executed by the Holder thereof Or his attorney duly authorized in writing. may, It the option of the Holder thereof: be exchanged for an equal aggregate principal amount of registered Bonds of the same maturity of any other luthorized denominations. The Bonds isSllCd under this Resolution shall be and have all the qualities and incidents of negotiable instrumenu under the llw merchant and the Unifonn Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding. - th_e ~suer shall maintain and keep, It the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, It the office of the Rerstrar, under such reasonable regulations as the Issuer may prescn'be, by the Holder th, ,f in person or by his attorney duly authorized in writing upon swrender thereof to~"ther with a written instrument of transfer satisfactory to the Registrar duly executed IIld guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount, type and maturity 1$ the surrendered Bond The lssuct, the Registrar 8Dd any Paying Agent or fiduciazy of the lJsuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon th~ books of the Issuer 1$ the absolute owner of such Bond, whether such Bond shall _ be overdue or not, for the ptlfpOse of receiving payment 00: or on account 00: the principal or Redemption Price, if Ipplicable, and interest on such Bond and for all other purposes, IIld all such payments so made to any such Holder or upon his order shall be valid and effectual to scisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shaIl be affected by any notice to the cootrary. 14 JAM _ 7 1997 The Registrar, in any case where it is not also the Paying Agent in respect to the Bonds, forthwith (A) following the fifteenth day prior to 111 Interest Date for such the Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds and continuing l.ntil the date of such redemption; and (C) at any other time as reasonably requested by the Paying Agent, shall certify and furnish to such Paying Agent the 1UlTnI'1, addresses and holdings of Bondholders and any other relevant information reflected in the registration boob. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by m.llliling a check to the Holder entitled thereto or may, in lieu thereof, upon the request and It the expense: of such Holder, transmit such paymem by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exerciJed, the Iuuer shall execute and deliver Bonds and the Rqistrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chainnan and Ouk for purposes of exchanging. replacing or transferring Bonds may occur at tbc time of the origin.a.l delivery of the Bonds. All Bonds surrendered in IIJl}' such ~dlanges 01' trmsfm shall be destroyed by the Registtar which shall provide the Issuer with . certificate as to such destruction. flX' cvcy such ext'.h~ge or transfer of Bonds, the Issucr or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or odJcr governmental charge required to be paid with respect to such ('Y{"h..,V or transfer. The Issuer and the Registrar shall not be obligated to make any such exch.nge or transfer of Bonds during the 15 days next J:lle..;etfmg an Interest Date on the Bonds. or, in the cue of any proposed redemption of Bonds, then during the 15 days next preceding the date of the first - ..u.i1ing of notice of such redemption and, for the Bonds subject to redemption, continuing 11 ;1 such redemption date. The Issuer may elect to issue the Bonds u uocertificated registered public obligations (not repre.-m.." by insttuments), commonly known u book-enny obligations, provided it shall establish I system of registration th~or by Supplemental Resolution. SECIlON 2.08. FORM OF BONDS. The text of the Bonds shall be in substantially the following form with such omissions. insertions and variations u may be necessary and/or desirable and "Yl'toved by the Chainnan prior to the issuance thereof (which necessity and/or desirability and Ayfllunl shall be presumed by such officer's execution of the Bonds and the l5suer's dclivcIy of the Bonds to the purchaser or purchasers . thereof): 15 JAM - 7 f111 (Form of Bond) No.R- $ UNITED STATES OF AMERICA STATE OF noRmA COLLIER COUNTY, FLORIDA NAPLES PARK AREA STORMWATER IMPROVEMENT ASSESSMENT BOND, SERIES 1997 lDttl dt RM~ Maturity Dsfp Date of ~ CIlSI! Registered Holder: Principal Amotmt: Collier CouDty, Flcwidl, . political mbclivWon of the State of Florida, and my IllGCtssor thereto (the issDcr"), for vahae m:ciwd, bcreby prnrniaet to pay, solely &em tbe Pledaed FUDds b.:.,":.~ desaibed, totbe Rqistcred Holder identified above, or registered ,atilV'~ u hereinafter }X'OVided. on the Matrrity Date ihnttfied above, the PriDcipal Amount identified above and to pay interest on suclt Principal Amount from the Due of Oripw Issue identified above or from the most recent in1crest payment date to which m...st has been paid It the hucrest Rate per annum identified above on md of each year c-..,. .~ UDtil such Principal Amount shall have been paid, except u the provWODJ herc:iuafter set forth with Jcspca to red~OD prior to maturity may be or become app&abJe hereto. . Such ~1 )..........".1 IDe! interest and the ~"'I4:iud ....~utb, if my, on this Bond arepcyable in my coin or c....~y of the United States of America which, on the ~Ye c*s of payment ~ shall be legal tendrr for the payment of public IUd private debes. Such Pl;'~ AmouDt md the pranium, if my, on this Bond, are payable It the "-ii"~ 16 JAN - 7 1997 corporate trust office of r' _ IS Paying Agent Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by . . . IS Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest paymcrt date and shall be paid by a check of such Paying Agent mailed to such Registered Holder It the address appearing on such registration books or, at the written request and expense of a Registered Holder of SI,ooo,ooo or more in the aggregate principal amount of Bonds, by bank wire transfer for the account of such Holder. This Bond is one of an authorized issue of Bonds in the aggregate principal amount ofS (the "Bonds") oflilce date, tenor and effect, except u to maturity date, interest rate, principal amount, registtred owner llDd number, issued principally to refund the Issuer's outstanding Collier County, Florida Revenue Note, Draw No. A-9-1 and Collier County, Florida Revc1ue Note, Draw No. A-9-2, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Orrmumc~ No. 86-37 duly adopted by the Board of County Commissioners of the Issuer on July 29, 1986, IS amended and supplemented, and other applicable provisions of law (collectively, the "Act"). &Dd I resolution duly adopted by the Board of County Commissioners of the Issuer on JanU4l)' 7, 1997, IS supplemented (the "Resolution"), and is subject to all the tc:mu md conditions of the Resolution. This Bond and the interest hereon are payable solely from md secured by I lien upon -, "I pledge of (l)Stormwater Improvement Assessments Proceeds (u defined in the . .solution) relating to the stormwater improvements financed by the Bonds and (2) until applied in acrordance with the Resolution, all moneys, including investments thereof; in the funds and acccunts (other than the Rebate Acccunt) established by the Resolution; subject in each case to the application thaeoHor the purposes and on the conditions pem1itted by the Resolution (collectively, the "Pledged Funds"). It is expressly agreed by the Registered Holder of this Bond tha% the full faith and aedit of the Issuer are not pledged to the payment of the principal of; premium, if lIII)', and interest on this Bond and that such Holder shall never have the right to ~~.. 01' compel the exercise of any taxing power of the Issuer to the payment of such principal. premium, if any, and interest This Bond and the obligation evidenced hereby shall DOt constitute a lien upon any plO~ly of the Issuer, but shall c:onstitutc I lien only 011, and shall be payable solely from, the Pledged Funds in accordance _ with the tmns of the Resolution. The Issue:r may issue obligations on parity with the Bonds IS to lien on and pledge of the Pledged Funds in accordance with the tams of the Resolution. Pursuant to the Resolution, the Issue:r has covenanted that, in the event of. deficiency iD the Reserve Account, it shall app. OpI~ in its annual budget, by amendment, if necessary, such amounts of Non-Ad Valorem Funds (as defined in the Resolution) which are not 17 JAN _ 7 m othCIWise pledged, restricted or encumbered, as shall be neceswy to make up such deficiency; provided, hO'We'V1:t, such covenant of the Issuer is limited to an aggregate amount equal to the Reserve Account Requirement (u dc:6ned in the Resolution) for the Bonds. The Issuer shall not be obligated to make up any deficiency in the Reserve Account to the extent the Issuer has previously made up deficiencies in the Reserve Account from Non-Ad Valorem Funds in an I@,grCgItC amount equal to such Reserve Account Requirement. Such covenant to appropriate NOD-Ad Valorem Funds is not I pledge by the Issuer of such Non- Ad Valorem Funds and is subjC(;t in all respects to the payment of obligations secured by . pledge of such Non-Ad Valorem Funds heretofore or hereafter entered into (including the payment of debt service oa bonds or other debt instruments) and also to the payment of services and programs which are for essential public pwposes affectins the health, welfare and safety of the inhabitaDU of the Issuer or which are legally mand:lted by applicable law. Neither the members of the Board of Ccunty Commissioners of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF nus BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FRONT SIDE HEREOF. _ .. This Bond is one of I Series of Bonds which were vaIilhted by judgment of the ( ~ Court oftbe TWf'nfieth Judicial Circuit of Florida in and for Collier County, Florida, ......&dered on --- This Bond shaD not be valid or become obligatory for any pwyOSC until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the BlJIrd of County Ctwnmi1aouers of County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile sigTllltltTC oflbe Chairman, and by the msmw or f.accm,;1~ sigTllIfnTC oftbe Ocrk of the Board III JAI - 7 197 of Owmry C~.sionen of Collier County, Florida, and its corpo.. seal or . f-< _:...:L! 1hcreofto be rifty~ or .~~~ hereoa. aD u of the Date ofQriaiDal Issue. COT.T .n:'R COUNTY, FLORIDA (SEAL) a...;.wau oftbc BoInS ofc-ty C~ni~ of Collier County, Florida Clerk of the Board of CoImty C~ni-S or CoDicr Couuty, F1arida 19 JAN _ 7 1997 (Provisions on reverse side of Bond) This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer lcept for that pw-pose at the designated corporate trust office of the Registnr by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal IIIlOUlJt shall be issued to the tranJferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of$S,OOO and any integral multiple thereof; not ex~dmg the ly"Tegate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent T treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, ,",nether or not this Bond shall be overdue, and shall not be affected by any notice to the contnuy. The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the 1.5 days next preceding the interest payment date or, in the case of any proposed redemption of the Bonds, then during the 15 days next preceding the date of the first mllilil'lg of notice of such retj~on and. for the Bonds subject to such redemption, continuing until the date fixed for redemption. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent It least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided. however, that faiIwe to mail notice to the Registered Holder hereof: or any defect therein, shall not affect the validity of the proceedings for redemption of other Eonds as to which no such failwe or defect has occurred. In the event that less than the full amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal amount. as provided in the Resolution. Reference to the Resolution and any and all resolutions supplemental thereto and momn=rions and amenchnents thereof and to the Act is made for a description of the pledge MJd caYCIWrtS securing this Bond. the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. 20 JAI - 7117 , It is hereby .:cti1icd IUd ~ited that aD ICtI, coadMODIIDd "'1.'8' lequecI to aiIr, to h6t>.,cn and to be performed ~~-r to IUd in the ~ otthis Boad, exist. haw law-d and have been ~ in JTt.w and due form and time a teqWed by the laws lIDd C1V1Jritntion of the StItC of Florida applicable thereto,lIDd that the iun- of the BondI does DOt violate any c:onstitutional or statutory limitations or provisions. 21 JAM - 1 f1!1 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns IIld transfers unto _ :. lDscrt Social ~ilf or 0dJcr IdcD1ifymg Number of Assipce (Name and Address of Auignce) 1be within Bond and does hereby irrevocably constitute and .p~ . u auomey to register !be tpftft'ft' of the laid Boad 011 the books kept for registrItioa thcreofwith fWl power of~tiMiOD in the pal>..~j-. Dated: SilV'mwe pan.ntced: NOTICE: S;8"'mne(s) must be paranteed by III institutiOll which is . pII1M~Vf.\1 in the ~ities TJ2Mf'er- Aaart Medallion Program (STAMP) or cimilll' program. NOTICE: The AgJ1mtre to Ibis "ci~ must lo4WJ~ wDb1be name of the Registeml Holder as it "'~J l1pOD the face of1he ",idm. Bond in every . particular, ..dh..u1 aIIcnIioa 01' enlargement or any ~-V ~ IDd the Social ~U,lity' cr other ideDtifyiDa J11tmm of such "Uiree must be supplied. 22 JAM - 7 1997 The fonowing abbreviations, when used in the inscription on the &ce oltbe witIDD 9oM. shaD be construed IS thoush they were ~liub. out in 1Wl1CCOrding to applicable Jaws or 1""8" 1 ~ons: TEN COM - u tenantJ in commnn TEN ENT - u tenants by the t.uti. ..ties r TEN - u joint ttnl'ltl with Jisbt of mnivorship and not u tPnSftk in common UNIF TRANS MIN ACT - (CUlt.) Custodiftl for UDder Uniform Transfers 10 Millon Act of (Swc) Additicmal abbrrnabODl may also be used though DOt iD list Ibove. CER11FICA n: OF AUTHENTICATION This Bond is one of the Bonds of the I.uuc desaibed in the within-mentioned Resolution. DATE OF AUTIiENTlCATION: R.eaistm . By: Authorized Officer 23 JAN - 7 1997 ARTICLE ill REDEMPTION OF BONDS SECTION 3.01. SELECIlON OF BONDS TO BE REDEEMED. The Bonds sJo . be redmned only in the principal amount ofS5,OOO each and integral multiples thereof. '. ~ Issuer sl1alL at least 45 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 maturity or principal amount of Bonds to be redeemed. For purposes of any ndemption 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 45 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the IlSuer by such method u 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 ofS5,OOO and integral multiples thereof. IfIess than aD of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shalljlIOlIljJtIy notify the Issucr and Paying Agent (utile 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 amoWlt thereof to be redeemed. - - . SECIlON 3.02. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds (or portions thereof) to be redeemed IIld the date IIld pi Ice for redemption, shall be given by the Registrar on behalf of the Issuer, IIld (A) shall be filed with the Paying Agent of the Bonds, and (B) shall be mailed first class. postage prepaid, It least 30 days and not more than 45 days prior to the redemption date to all Holdcfs of Bonds to be rM-mffl at their addresses u they appear on the registration books kept by the Registrar as of the date of mailing of such notice. Failure to mail such notice to the Holders of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemptiOD of Bonds u to which no such failure or defect has occurred. Notice of optional redemption of Bonds shall only be sent if the Issuer detennines it shall have sufficient funds available to pay the Redemption Price of and interest on the Bonds called for redemption on the redemption dates. Each notice of redemption shall state: (1) the CUSIP numbers of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and Bte of interest borDe by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Donds are to be 24 JAN - 7 1997 redeemed, the certificate nmnber (and, in the case of a plll1ial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall be"'lrIlC due IIld payable upon each Bond to be redeemed the Redemption Price thereof. or ,. ..edemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall ceue to accrue IIld be payable, and (9) that the Bonds to be redeemed, whether u a whole or in put, are to be surrendered for payment of the Redemption Price It the desigTllted corporate trust office of the Registrar at III address specified. In addition to the m.iling of the notice descn'bcd above, each notice ofredemption and payment of the R.edoomption Price shall meet the following requirements; provided, however, the failure to provide such further notice of ~on or to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given u prescribed above: (i) Each further notice of redemption shall be sent by certified mail or overnight delivery service or tclccopy to all regiStcled securities depositories then in the bu.siDcss of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chic:aso, Illinois, Pacific Securities Dcpositu.,. Trust Company, San Francisco, California, and ptIi1.delphia Depository Trust Company, PbilJdelphia, Pennsylvania) and to two or more national information - " services which dis~e notiL:eS of prepayment or redemption of obligations such u the Bonds (such information services now being Financial Information, Ine.'. "Daily Called Bond Service, " Jersey City, New Jersey, Kenny Information Service's "Called Bond Service," New York, New York, Moody's "Municipal and Government," New Yark, New York and Ctandard &: Poor's "Called Bond Record, " New York, New York). (ii) Each further notice of prepayment shall be sent to such other Person, if any, u shall be required by applicable law or regulation. The DOtice of redemption described in this paragraph need not be given u described above if the Bonds called for redemption are registered pumwlt to a book-ent1y-only system. SECfION 3.03. REDEMYIlON OF PORTIONS OF BONDS. Any Bond which is to be redcn"M only in part shall be surrendered It any place ofpaymcnt specified ill the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and 25 'JAN - 7 1997 deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any , orized denomination, as requested by such Holder in an aggregate principal amomrt c.>{ual to and in exchange for the wu-edeemed portion of the principal of the Bonds so surrendered. SECTION 3.04. PAYMENT OF REDEEMED BONDS. Notice ofredemption having been given substantially u aforesaid, the Bonds or portions of Bonds 10 to be ndetmed shall. on the redemption date, become due and payable It the Redemption Price therein specified, and from and after such date (unless the Issuer sbal1 default in the payment oftbe Retl""'Ption Price) sucl1 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 p&id by the Registrar and/or Paying Agent It the "t'l'IOY.Wc Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancened and destroyed by the Rcgisttar IDd shall not be reissued. . 26 ARTICLE IV JAM - 7 'fYJ7 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds shall DOt be or Cc..dJ:1...c ~.J obliptjoDs or indebtedness of the Iuuer u "bonds" within the meaning of my eonstitational or Itatlrtory provision, but shaD be spedal obligations of the Issuer, payable solely from and secured by alien upon IIld pledge of the Pledged FUDds, in the manner md to the extent provided in Ibis Resolution and any moneys payable .....-a to any Credit Facility or Bond Insurance Policy. No Holder of any Bond sbaD ever have the right to COtlJpd the exercise of any ad valorem tnmg power to pay such Bond, or be entitled to plyIllalt of such Bond from any moneys of the usutr, except from the Pledged Funds and the NarAd Valorem Funds, in the manner md to the extent provided herein. SECIlON 4.02. SECURITY FOR BONDS. The payment oftbe principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith by . pledge of and lien upon the Pledged Funds in accordance with the tams bcreot: The Bonds may also be paid from Non-Ad Valorem Funds deposited to the Reserve Account pursuIDt 10 JecDoa 4.06 hereof. The Bonds may additionally be secured by. Credit Facility or Bond _1Il.s~ce Policy. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Red""lption Price, if applicable, and ~At on the Bonds in ICCardance with the provisions hereof. The Pledged Funds shall .......M;~1y be subject to the lien of this pledge without any physical delivery thereof or further Kt, and the lien of this pledge shall be valid and binding u .v;n~ all parties having claims of any kind in tort, contract or otherwise against the Issuer. SECIlON 4.03 CONSTRUCTION FUND. The Issutr reserves the right to establish. "Coostruction FUDd" in the CVCtrt it iuues additional parity obligations pursuIDt to Section 6.01 htieof. SECfiON 4..... CREATION OF DEBT SERVICE FUND. The Issuer covenants and agrees to establish . special fund to be known u the "Collier County, Florida Naples Park Area Stormwatcr Improvement Assessment Bonds, Saies 1997 Debt Service Fund." The Issuer shall maintain six accounts in the Debt Service Fund: the "I4teabt Accouut," the "Principal Account, " the "ReseIve Account," the "Redemption Account, " the "'F~ Account" and the "Rebate Account." 27 JAN - 7 1997 Moneys in the aforementioned fund and accounts (other than the Rebate Account), \V lpplied in accordance with the provisions hereof, shall be subject to a lien and charge it. avor of the Holders of the Bonds. The Issuer may at any time and from time to time appoint one or more depositaries to hold. for the benefit of the Bondholders, any one or more of the funds and accountS established hereby. Such depositary or depositaries shall perform at the direction of the Issaer the duties of the Issuer in depositing. transferring and disbursing moneys to and from each of such funds and accaunts 8J herein set forth, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the Issuer IIld iu agents and employees. Any such depositary shall be a bank or trust company duly lUthorlz.ed to exercise ccrponte trust powen and subject to examination by federal or state authority, of good standing. and be qualified WIder applicable State law. SECTION 4.05. DISPOSITION OF STORMW A TER IMPROVEMENT ASSESSMENTS. (A) All Stormwater Improvement Assessments shall be deposited. u received, into the Debt Service FWld. (B) All moneys at any time on deposit in the Debt Service Fund shall be disposed of by the Issuer, as soon as practicable after deposit thereof, in the following order of priority: (i) F.W'"~ Account. The Issuer shall deposit into the Expense Account amounts - required for 1he payment or reimbursement of the Paying Agent's fees and expenses IIld the payment of Collection Costs and other .mnm;strative expenses relating to the Bonds or the Stormwatcr Improvement Assn....mts; aD such fees, costs and expenses shall be reasonable. (ii) Int~ At-rlllmt The Issuer shall deposit or credit to the Interest Account the sum which, together with the balance in said Account, shall equal the interest on all Outstanding Bonds due or to become due during the current Bond Ycu. Moneys in the futbest AccoWlt shall be used solely for payment of interest on the Bonds when the same become due and payable. (iii)Principal Ac-.connt The Issuer shall deposit or credit to the Principal Account the sum which, together with the balance in said AccoWlt, shall equal the principal or . Amortization Installment due or to become due during the current Bond Ycu on the ~g Bonds. Moneys in the Principal Account shall be used solely for the payment of principal and Amortization lnstallrnent of the Bonds when the same become due IIld payable. 28 JAH - 7 1997 AmounU accumulated in the Principal Account with respect to any Amortiution ~lmcnt (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization lnst3llment was cstabJiJhed) may be applied by the Issuer, on or prior to th~ 60th day preceding the due date of such Amortization Installment, (a) to the purchase ofTenn Bonds for which such Amortization Insm11mPnt was established, or (b) to the redemption It the applicable Redemption Prices of such Term Bonds, if then red.....mAble by their terms. The applicable Redemption Price (or principal amount of maturing Term BondJ) of any Term BondJ so purchased orre<kemcd shall be deemed to constitute part of the Principal Account mJtiI such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon u practicable after the 60th day preceding the due date of any such Amortization Installment, the Imler shall proceed to call for redemption on such due date, by causing notice to be given u provided in Section 3.02 haco!. Term Bonds for which such Amortization hl-llnYntwas established (except in the c:ase ofTcrm Bonds maturing on . Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment The I.uuer shall pay out of the Principal Account and the mtQdt Account to the Paying Agent, on or before the d.y preceding such redemption date (or maturity date), the amount requited for the redemption (or for the payment of such Term Bonds then maturing), IIld such amount shall be applied by the Paying Agent to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the I.uuer from the Expense Accomrt. _ _.. (iv) R~serv~ A<"1'1'l1mt The Issuer shall deposit or credit to the Reserve Ac:count an amount which would c:nahIe me Iuucr to feStor.: the funds on deposit in said Ac:count to an amount equal to the Reserve ~ Raiu.i. m.ept, whether such shortfall was caused by decreased value or withdrawal (from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). Except as otherwise provided herein. all deficiencies in the Reserve Account shall be made up no liter than 12 months from the date such deficiency occurred. On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the third day pm-"";"g such payment date), moneys in the Reserve Account shall be applied by the Issuer to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the ~t moneys in the Interest Ac:count and the Principal Account shall be insufficient for such purpose. Whenever there shall be surplus moneys in the Reserve Account by reason of . decrease in the Reserve Ac:count Requ.U~"''""\. ~lease in the value of the investment with said Ac:count or u. result. deposit of money to the issuer of a Reserve Account Insurance Policy or Reserve Ac:count Letter of Credit, such surplus moneys shall be deposited by the Issuer to the Debt Service Fund. The Issuer shall inform any Insmer and Credit Bank of the Bonds of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. 29 JAN - 7 fJ!1 In lieu of the required deposits into the Reserve Account, the Issuer may cause to be deposited into such Account I Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for the benefit of the Bondholders in an amount equal to the difference between the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve Account, if any. The Issuer may also substitute a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for cash on deposit in the Reserve Account upon compliance with the terms of this Section 4.05(BXiv). Such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall be payable to the Paying Agent (upon the giving of notice as required thereunder) on my principal payment date or Interest Date on which a deficiency exists which cannot be cured by moneys in any other fund or a.cGOUD1 held pursuant to this Reso!ution and available for such pmposc. The issuer providing such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall either be (a) an insurer (1) 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 such categories) by a Rating Agency, or (2) who holds the highest policyholder rating 8CGOfded insurers by A.M. Best & Company, or any comparable service, or (b) I commercial bank, insurance compmy or other financial institution, the obligations payable or guaranteed by which have been assigned I rating by a Rating Agency in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus" of such categories). In the event the Reserve Account contains both a Reserve Account Insurance Policy _ or- Reserve Account Letter of Credit, the cash shall be drawn down completely prior to any draw on :he Reserve Accowrt Insurance Policy or Rcscrvc Account Letter of Credit In the event more than one Reserve Account Insurance Policy or Reserve .Account Letter of Credit are on deposit in the Reserve Account, amounts required to be drawn thereon shall be done on a pro-raa basis. The Issuer agrees to pay all amounts owing in regard to any Reserve Account Insurance Policy or Reserve Account Letter of Credit from the Pledged Funds. Pledged Funds shall be applied in accordance with this Section 4.05(BXiv), first, to reimburse the issuer of the Reserve Account Insw'ance Policy or Reserve .Account Letter of Credit for amounts advllnced under such instruments, second, replenish any cash ddiciencies in the Reserve Account. and third, to pay the issuer of the Reserve.Account Insurance Policy or Reserve Account Leuer of Credit interest on amounts advanced under such instruments. This Resolution shall not be discharged or defeased while any obligations are owing in - I~d to a Reserve Accoum Insurance Policy or Reserve Account Letter of Credit on deposit in the Reserve Account. The Issuer agrees not to optionally redeem or refund Bonds unless all amounts owing in regard to a Reserve Account Insurance Policy or Reserve Account Letter of Credit have been paid in full. 30 JAM - 7 f1I1 If two days prior to an interest payment or redemption date or such other period of time as shaD be established pursuant to Supplemental Resolution. the Issuer shall detcnnine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on the Bonds on such date. the Issuer shaD 1mmM1l1f1oly notify (a) the issuer of any Reserve Accmmt Insurance Policy and/or the issuer of the Reserve Account Letter of Credit securing the Bonds and submit a d~A11d for payment pursuant to the provisions of such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit. (b) the Paying Agent for the Bonds, and (c) the Insurer, if any, of the Bonds of the amount of such deficiency and the date on which such payment is due, and shall take all action to cause such Issuer or Insmer to provide moneys sufficient to pay aD amounts due on such interest payment date. The Issuc:r may evitl.-nr.e its obligation to reimburse the issuer of any Reserve Account Letter of Credit or Reserve ACCOODt Insu:nmce Policy by cxecutins and delivering to such issuer a }JIOwissory note thc:refcr, puvided, however, any sucl1 ~ (a) shaD not be a general obligation of the lssDc:r the paymem of which is secured by the full faith and credit or taxiI1g power of the Issuer, and (b) shall be payable solely from the Pledged Funds in the rnll!lft6 provided herein. To the extent the Issuer causes to be deposited into the Reserve Account, a Reserve Account Insurance Policy and/or a Reserve ACCOWlt Letter of Credit for a tam of years shorter than the life of the Bonds, then the Reserve Account Insurance Policy and/or the Reserve Account Letter of Credit shall provide, among other thinV, that the issuer thereof ..sbaIlprovide the Ifsun' with notice as of each anniversary of the date of the issuance oftbe Reserve .Ac:c:omrt Insurmce Policy and/or the Reserve Account Letter of Credit of the intention of the issuer tbereofto either (I) extend the term of the Reserve Account Jnsurmce Policy and/or the Reserve Account Letter of Credit beyond the ~iI.t:ion dates ~ or (b) termin.te the Reserve .Ac:c:omrt Insu:nmce Policy lIld/or the Reserve Account Letter of Credit on the initial expiration dates thereof or such other future date u the iuv- thereof shall have established. If the issuer of the Reserve Account Insurance Policy and/or the Reserve .Account Letter of Credit notifies the Issuc:r pursuant to c11111S'" (b) of the immedilltf'1y precttfn,g sentence or if the Issuer terminates the Reserve Account Letter of Credit and/or Reserve Account Insw'ance Policy, then the Issuer shall deposit into the Reserve Account, OIl or prior to the end of the first full calendar month following the date on which such notice is received by the Issuer, such sums as shall be sufficient to pay an amount equal to a fraction, the numerator of which is one (1) and the denommlltnr of which is equal to the . D1Jm~ of months J'CI"I,n"mg in the term of the Reserve Account Insmanc:c Policy and/or the Reserve Account Letter of credit of the Reserve AccoWlt Requirement on the date such notice wu received (the mnimum amount available. assuming full reimbursement by the Issuer, under the Reserve Account Letter of Credit and/or the Reserve Account Insw'ance Policy to be reduced annually by an amoWlt equal to the deposit to the Reserve Account ~, JAM - 7 1997 during the previous 12 month period) until amounts on deposit in such Account, u . result of the aforementioned deposits, IIld no later than upon the expiration of such Reserve Account Insurance Policy IIldlor such Reserve Account Letter of Credit, shall be equal to the Reserve Account Requirement If any Reserve Account Letter of Credit or Reserve Account Insurmce Policy shall term;nm- prior to the stated cxpilit)on date thereof: the Issuer agrees that it shall fund the Reserve Account over . period not to exceed 60 months during which it shall make consecutive equal monthly payments in order that the amount on deposit in the Reserve: Account shall C{{ual the ~ Account Requirement; provided, the Issuer may obtain a new Reserve Account Letter of Credit or . new Reserve Account Insurance Policy in lieu of m_lring the payments required by this paragraph. The provisions of any 1& "ement relating to . Reserve Account Insurance Policy or Reserve Account Letter of Credit, when duly authorized, executed and delivered, shall be incorporated herein by reference. The provisions of such agreements still supersede the provisions hereof to the extent of any conflict herewith. Whenever the amount of cash or securities in the Reserve Account, together with the other lII10unts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other _ A~unts of the Debt Service Fund for the payment of the Bonds. (v) &c.bat~ Account The Issuer shall next deposit into the Rebate Account all amounts required to be deposited therein relating to the Bonds in order to make timely rebate pIyClents to the United States Government pursuant to Section 5.11 hereof. (vi) J!tm~ Mon~_ The Issuer, in its sole discretion, shall next deposit with itself lII10unts sufficient to reimb~ itself for any moneys. other than Pledged Funds, utilized pursuant to Section 5.09 hereof to pay principal of or interest on the Bonds or to fund the Reserve Account pursuant to Section 4.06 hereof. (vii) ~on ACl'1l1mt The balance of any funds rern.ming in the Debt Service Fund after the deposits and payments required by Sections 4.05(BXi) through 4.05(BXvi) . hereof shall be deposited into the Redemption Account. Excess moncys. if any. on deposit in the Coostruction Fund shall be deposited to the Redemption Account in accordance with the provisions of Section 4.03 hereof: If; on the 36th day prior to any Interest Date. moneys in the Interest Account shall be insufficient to pay the interest on the Bonds coming due on such Intcre"it Date, moneys in an amount equal to such insufficiency shall be transferred to the Interest Account from the Redemption Account. Moneys in the Redemption Account JAM - 7 fJI1 shaD be used for the payment of JrincipaI on the Bonds comins due AI a mult of redemption (ocbertban by Amortization Installments). Amounts in the R.ed~ption Account which are used to redeem Term Bonds shall be credited against the next succeeding Amortization Installment which shall become due on such Term Bonds. (C) The Issuer, in its d.i.saction, may use moneys in the Principal Account IIld the Interest .ALXoum to purchase or redeem Bonds secured by such Accounts coming due on the aext pincipal payment date, ~ such purcha.se or rec:lM1'lption does not adversely affect the Issuer's ability to pay the principal or interest coming due on such principal payment date on the Bonds not 50 purrj,.~d or ~cmed. (0) On or before the date established for payment of any principal of or R~on Price, if applicable. or wtb cat on the Bonds, the Issuer shall withdraw from the app.Opriate account of the Debt Service Fund sufficient moneys to pay such principal or P~on price, if applicable, IIld interest and deposit such moneys with the Paying Agent for the Bonds to be paid. SECTION 4.06. COVENANT TO BUDGET AND APPROPRIATE. The Issu..,. covenants and agrees to iIWI..... ~au in iu annual budget, by cnendment if necessary, from Non-Ad Valorem Funds amounts sufficient to make up deficiencies in the Reserve Aa:ouot, to the ~jt thoe arc my such deficiencies in any given year; provided, however, such covenant and ~ is limivd to III W~ amouut equal to the Reserve Account Requirement for the Bonds. Tbe Issuer shall not be obligated to make up any deficiencies -in the Reserve Accoum pumwrt to the foregoing c:ovmant to the extent the Issuer previously has made up ddicitDcies in the Reserve Account in an ~!;gate cnount equal to the Reserve Account Requirement. Such covenant and iii cement on the part of the Issuer to budget and IppIOp.iate such cnounts of Non-Ad Valorem Fuuds shall be cumulAtive to the extent not paid, and shall continue until such Non-Ad Valorem Funds or other legally available funds in Mnnlmtt cnR;('ient to make all such required payments shall have been budgeted, appl vY' iated and actually paid. Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant to sn.mf1l1n any services or programs, now provided IIld maintained by the Issuer, which generate Non-Ad Valorem Funds. Such covenant to badgr.t and appropriate docs not create any lien upon or pledge of such NOD-Ad Valcrem FUDds, nor does it require the Issuer to levy and collect any particu1ar . Non-Ad Valorem Funds. nor does it give the Bondholders a prior claim on the Non-Ad Valorem Funds u opposed to claims of general Clcdrtors of the Issuer. Such covenant to ~~iate Non-Ad Valorem FWlds is subject in all respects to the payment of obligations secured by a pledge of Non-Ad Valorem Fuuds heretofore or haeafter e:nte&ed into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the mllTmer stated herein shan 33 JAM - 7 rm have the effect of making available for the replenishment of the Reserve Account, in the IIImm1'1'described herein, Non-Ad Valorem Funds and placing on the Issuer I positive duly to &pf>lopriate and budget, by amendment, if neceswy, amounts sufficient to meet its obJigllfions hereunder; subject. however, in all respects to the resaictions of Section 129.07, Florida Statutes, which provides that the governing body of each county may only make IIW"U}lliations for eacl1 fucaI year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject. further, to the payment of services IIld programs which are for essential public purpose~ affecting the health. welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable law. SECTION 4.07. REBATE ACCOUNT. Amounts on deposit in the Rebate ,Ac(X)"ml shal1 be held in trust by the Issuer IIld used solely to make required rebates to the UDited States (except to the extent the same may be tranJferred to the Debt Service Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The bsuer agrees to undertAke alllctionS required of it in its arbitJ'lSe certificate relating to the 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 Account; (B) depositing the amount determined in clause (A) above into the Rebate Account; (C) paying on the dates and in the manner required by the Code to the United .State's Treasury from the Rebate Account and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (0) Jceeping such records of the detenninations made pursuant to this Section 4.07 u shal1 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 abovc-described arbitrage certificate may be amended without the consent of any Holder, Credit Bank or Insurer from time to time as shall be necessary, in the opinion of Bond Counsel. to comply with the provisions of the Code. SECTION .c.08. INVESTMENTS. Moneys on deposit in the Debt Service Fund shall be continuously secured in the TTlllnner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Principal Aceount. the Interest Account, the Expense Account and the Redemption Acc:ount shall be invested and reinvested by the Issuer in Authorized Investments, maturing not later than the dates 00 whxch such moneys will be needed for the purposes of such Account. Moneys on 'U JAN - 11997 deposit in the Reserve Account sba1I be invested in Authorized Investments, DJItUIins DO later than ten years from the date of investment. All investments shaD be valued at amortized cost. Notwithstanding any other provision hereo~ all amounu on deposit in the Jntgest Account representing accrued and capinli7td interest on the Bonds sba1I be held by the Issuer.1baIl be pledged solely to the payment of interest on the Bonds md, unless otherwise provided by Supp}l'n"'''~J Resolution, shall be invested only in dhe<< obliptions of the lJDitecl StIteS of Amcric:a ~~ in such times and in such amOUDtlIS are necessary to pay the ~est to which they are pledged. AIry and aD income received from the investment of moneys in the Accounts of the Debt Service Fund and the Reserve Account (to the extent such income and the other amounts in such Acco1mt does not exceed the Reserve Account Requirement). shaD be renm~ in such rcspcwti'le Fund or Account. Any and aD income received from the investment of moneys in the Reserve Account (oaly to the c:xtclt such fnrornt' and the other amounts in such Account exceeds the Reserve Account Requirement), shaD be deposited upon receipt thcreofin the Debt Service Faad. Nothing in this Resolution shall prevent any Authorized Investmenu ICQ.lWed IS investments of or security for funds held under this Resolution from being issued or held in book-cnny form on the boob of the Department oftbe Treasury of the United States. ... --'. SEcnON 4.09. SEPARATE ACCOUNTS. The moneys requiJed to be accounted for in each of the foregoing funds and ICCOUDtS establiv.ed herein may be deposited in a bank account, IIld funds allocated to the VIrions funds and KCOUDtS established k. ~ may be invested in a common investment Pool, provided that adequate accounting records are m..:..I.:..cd to reflect and control the restricted allocation of the moneys on deposit therein and such investmentS for the various }IW~ of such funds and accounts u herein provided. Tbe designation and establishment of the Vlrious funds and accounts in and by this Resolution slWl not be construed to require the establishment of any complcteJy independent, sclf-bWncing funds u such term is commonly tWined and used in . govemmentalICCl)lUlI:..g. but rather is intended sclely to constitute an eamwicing ofUlr&W revenues for certain purposes and to establish certain priorities for application of such revenues u herein provided. 3S JAN - 7 1m ARTICLE V COVENANTS SECTION 5.01. G,INERAL The Issucr hereby mlllt~ the following covenants. in addition to all other covenmtJ in this Resolution, with eath and evcy Holder of my of the Bonds 10 long u any of said Bonds (Pmllin Ol1UtAnding. SECTION 5.02. OPERATION AND MAINTENANCE. The Issuer will mll:..t..:.. or cause to be nu.:..I.:.-ed the Project and aD portions thcreofin good coadition and wiD Oygil1C or cause to be ~ated the same in an efficient and economical J11snner, J11l1m,g or causing to be made such nj-.edciitwcs for equipment and for rencwaIs, repairs and repll('.....ents u may be PI ope! for the economical operation and maintenance thereof. SECTION 5.03. LEVY OF STORMWATER IMPROVEMENT ASSESSMENTS. The Issuer agrees to levy, in accordance with the StonnWatcr Assessment OrdinAnce, StOtDlwatcr Improvement Assessments in the full amount provided by law. SECTION 5.04. BOOKS AND RECORDS. The Issuer shall keep books. records and accounts of the receipt and use of the Stormwlter Improvement Assessments Proceed5 and the funds IIld a.ccou:nts established hem.mder in accordance with gencra11y _ ~ed ICCOWlting principles. and the Holders of any Bonds Outstanding or the duly authorized representatives thereof shall have the right at all reasonable times to inspect all books, records and acrounts of the Issuer relating thereto. SECTION 5.05. ANNUAL AUDIT. The Issuer shaD. imnvoOi-ly after the close of each Fiscal Year, cause its books. records and accounts to be j)10pe&1)' audited by . recog1li'7..d independent finn of certified public acc:ountants, and shall require such ICCOUIItaDts to complete their u;pOrt ofsucl1l1mlll.lIl audit in accordance with applicable law. Each AnnUlII audit shall be in confonnity with generally accepted accounting principles for govemmenta1 entities. A copy of each Jtml'lIAI audit shaD regularly be fiunished to my Credit Bank or Insurer and to my Holder ofSlOO,OOO or more in aggregate principal amount of Bonds who shall have fw'nished his address to the Clerk and requested in writing that the same be furnished to him. . SECTION 5.06. NO IMPAIRMENT OF RIGHTS. The Issucrwill Dot enter into any contract or contracts, nor take my action, the results of which might materially adversely impair the rights of the Holders of the Bonds. JAM _ 1 fHT SECTION 5.07. ENFORCEMENT OF PAYMENT OF STORMWATER IMPROVEMENT ASSESSMENTS. The Issuer will receive, coUect and enforce the payment of Stormwater Improvement Assessments in the manner prescribed by this Resolution, the Stonnwater Assessment Ordinance and all other resolutions, ordinances or lawl appertaining thereunto, and will pay IIld deposit the proceeds of StormwItCr Improvement Assessments, as received, in accordance with the tams hereof: Absent a dWvlt 01' delinquency in the payment of my Stormwater Jmpromnent Assessment, DOthiDs herein sba11 require the prepayment of any installment due on a Stonnwater lw9rOml~n( N-c~ prior to its due date, except u otherwise JrOVided by the St.crmwater Asstsftftent Qrrfm___",. Except to the (.1""1 the Issuer tttiJi7JlOS other moneys pursuant to Section 5.09 ~..ofto pay debt service on the Bonds, or my portion thereof: and the Issuer detei.l.inn DOt to recover such other moneys. Stormwater Improvement Assessments will be levied to the fiJIl co}' ,...lll~' 1JI;"~j by law aod the Stormwater Assessment Qrrfimmce. AD De1inqucDt Assessmenu sba11 be ttfl1i~ and disposed of in the same mltm'll'l' U the Stonnwater Improvement Assessments for which they are delinquent. SECTION 5.08. RE-ASSESSMENTS. If any StormWater Lut',Oywom'!'ftf .AJVC-~".I shall be either in whole 01' in put annulled, vacated 01' set aide by the M..~..I of any court, or if the Issuer shaD be satisfied that my sucb Stonnwater Improvement Asset:cm~ is so irregular or defective that the same t':Mmot be enforced or con~ 01' if the Issner shaD have omitted to ma1cc sucb Stormwater Lnpl 0 yPmeM Assncmmt when it might have done so, the Issuer shall either (A) take all DettSsary steps to e-n~ a DeW SComrwater Improvement Assessment to be made for the whole or any part of said -~ or .g)tm~ any plup.;.ly benefited by said impaovement, or (B) in its sole cfiscmioa, ma1cc up the amowtt of such Stormwater Impto~ent A.ucssment fnIm JcpJly available moneys. which n)()IlC')'S sba11 be l'fiti7M in accordance with the tams bereo! In case such second Stormwater Improvement Assessment sba11 be mnuDed, said Issue:r shaD obtain IIld make other Stonnwater Improvement Assessments until a valid Stonnwater Improvement Assessment shall be made. SECTION 5.09. OTHER MONEYS. The Issuer IDMy, in its sole discretion, ntilm other legally available IDODeyS, in addition to the Pledged Funds, to pay the principal of and interest on the Bonds. SECTION 5.10. AMENDMENTS TO STORMWATER ASSESSMENT ORDINANCE. The Issuer agrees not to amend or modify the StomlWItc:r Auesc:.Il#.1I Qrdin-ce in any manner which will materially adversely affect the ability of the Issucrto pay the principal of and interest on the Bonds; provided, however. the Issuer may make material adverse amendments or modifications to the Stonnwater Assessment Qrrfin_ce if it receives Bondholder consent as provided in Sections 8.02 and 8.03 hereof. 37 JAM - 7 f1!l SEcrION 5.11. FEDERALINCOMETAXA1l0NCOVENANTS.lbeJssuer covenants with the Holden of the Bonds that it shall Dot use the proceeds of the Bonds in my manner which would cause the ~est on the Bonds to be or become included in gross income for purpose of federal inrome taxation to the extent not theretofore included. The Issuer covenants with the Holders of the Bonds that neither the Issuer nor my Penon under its control or direction will make my use of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in my mmnler which would anti'! the Bc:mds to be "lIbibA8C bonds" within the m...mng ofSectioo 148 of the Code and ncitbcrthe Issuer DOf my other Penon shaD do my act or fail to do my act which would ~ the interest on the Bonds to become subject to inclusion within gross income for }IUI.flOSeS of federal income taxation. The Issuer hereby covmants with the Holden of the Bonds that it will comply with aD provisia1s of the Code DC(~t&'Y to maintain the exelusion from gross income of intc&est ClIl the Bonds for purposes of federal income taxation, inCll1.4i,,& in particular. the payment of my amount required to be rebated to the U.S. Treasury pursuant to the Code. SEcrION 5.11. GOVERNING BODY. The Board of County a;....n.icsioocrs of the Issuer is actiDg as the Governing Body of the Issuer and the Unit in the adoption and implementation of this Resolution. - 38 JAM - 7 f1l1 ARTICLE VI ADDmONAL OBLIGATIONS SECTION 6.01. ISSUANCE OF ADDmONAL OBUGAll0NS. No ~.1 obliprion, payable cal parity with the Bonds thc:D (A.(~...d\'l' U to die ~ F1DII. shall be issued except apoo the conditions and in the ft'......~ h...~ proWfed. The IlIaenDlY issue "'.1>,:'-'1 prrily obIi~ few my ODe ar IDOI'e ofdle fotl6Maa i-jIO<<l' (i) financing the Cost of "'1_"'''''' die Projef;t. 01' (n1 ~wfinllll)' ar aD o..,,.,...~ Bood,. No such Idditiooa1 pIrity obligations IbaD be issaed I1n~ die foIIowiDa COII1I:,~, R complied with: (A) Except in the case of additioual parity obliptjoal i.....J for die 9wJNM of adid.iing aD 0U1ll'...,m.,g ~ the Tu'--1baD o.gtify!bat it is _&~ ill aD deposks faro die various ICCOUDtJ provided in the Debt Service FDDd and it is ill roa.It<1f- willa die ~ aDd ..,~c:nts of this Resolution. (B) The Issuer shaD certify that it tnt-d, to 1ny ~..~ Iwt-ull ......., A.a-tiL~.tJ JAIl....... to die Stormwatcr Alfn.u\~ O,.':"~ ill ID "u-{_~.J.I ~IO ~ 1be principal of and intcre$t" on my ()ntv~g BODds aDd OIl sudJldditiGaIl pIriIy - obJiptions u ICqi:Wird by Sec:tion 5.03 hereof: (C) Any BODds CM.bwding IUbsequeDt to die j~ of IDda IddhiClllll pIrity obliptions sbaJl be rated It least as high u the ~I' sudJ Baads hid ftcm III)' Jl.m.g Agencies rating such Boods imm~~ely prior to the dclivay of the Idditioaal parity obligations. (0) The Insurer shall give the lnua' _.;"= COIISCDt to the i__~ of IDda obJiptions. (E) A municipal bond insurance policy rated -AM- by ~-d .t POOl's IIDd · Au- by Moody's shall be issued by the lDmrcr ~iu& paymcDt of 1be priDcipa1 of aDd . itde.R1 on such pIrity nId~,. when due. (F) No event of default shall have occurred and be co.\I:n~ JAN - 7 'fJJ'I (0) The Reserve Acwuut shaD be fully funded in an amount equaJ to the Reserve Account Requirement upon the iun...ce of such parity obligations. Ifthc aforementioned conditions are satisfied, the additional parity obligations shall rank equally with respect to their lien on the Pledged Funds and their sources and ~~ti for payment therefiom wi1h the Bonds. Such Idditional parity ob1i~oas sball be considered Bonds issued hcmmdcr and aU the provisions 0( tbc Raoludoa sIIalllpply to lOCh obligations other than Sections 2.01, 2.02 and 2.08. The tams and details otJDCb additional parity obligatioas IhaJJ be provided by SupplemPnf1l1 RaolmiOll. SECnON 6.02. BOND ANI'lClPATION NOTES. Tbc IPo-mayiuae DOCa in anticipation of the ism....... of Bonds which shaIJ have such tenDs IDeS cSeWls IIICI be secured in such m.... J>-.. DOt inconsistmt with this Resolution, u IbaD be povidcd by Supplemental Resolution oftbe Issuer. . JAil - I ~I ARTICLE VD DEFAULTS AND REMEDIES SECTION 7.01. EVENTS OF DEFAULT. The following events shaD eICb coastitute III "Event of Def.lult": (A) Default shaD be made in the payment of the principal ofDcbt Service F1IDd m,r.nn..""t, redcmptioa pl"'"'imn or hlttu:;Jt on any BoDd, wbeD due. In &tete. m:,lin. ~. payme:Dt dM'et1Jt.bas O(;(;w,~ DO effect shaD be JiveD to paymeut "'Mt aader. Bond Jnsun:uce Policy, if any. (B) There shaD 0I.i.w; the dissolution or liquidation of the ~, oc the fil~ by dae Iauer of. vohmtazy petition in bInJauptcy, or the comm;,siOD by the IIIUC'l of III)' Ic:t ofbaJaupcx:y, << Idjndi...uoo of the Issuer u . bankrupt, or usignlft<l.,.1 by the ftaner far the I,wo.- 61 of its aedi~:d, << ~wl..."'1t of. receiver for the IJluer, or the eDtJy by the ,~ mto ID ~~.. .,.,t of ('>.. '1.usitioD with its "cditou, or the approval by . court of ~ ''I -t1....1 :"':.14:' of . . li-LI the r.__ ' ,. I'. . . 1_ .IIMNUlctiOD I petition Ipp ~ e to JNug- m my proc:e~ ..~a 101' iU rco.&A".JJI.'-wu m..fIHed under the provisions of the Federal 13mb Yptl.;j Act, .. ~ or ""<fn- III)' ,m...'M'1lCt in my juriJdiction which may now be in effect or hereafter e"lcted (C) The up"'" shaD ddault in the due IIld punctual perfor.''-~ ofaayotberof - t5C'COVCDIDtI, COIIditions, agreements IIld provisions t'.nnt.med in the BoadJ oc in dIis Resolution on the pet of the Issuer to be performed, and such tLofftlr sbID (<<ll:.~... far. period of 30 days after ""iucu notice of such de:fauJt shaJ1 baYe been receMd &om die HoJdm of DOt Jw than 2SD.4 oftbc ~~ principal Imount ofBODda Out.:lf."l'-diDa or the IDsun:r of such amount of Bonds. Notwidutanding the forcsoin& the 1JiR'er shaD DOt be ckcmc.i to be in dM...!t h... l::;w.ader if such default can be cured within . relCIWUI~ period oftimc ad if the Issuer in good faith institutes it'Y1"I',iate (.w~ve aOD and dili~j pu&auCS mch IctiOD until de&uJt has been corrected. SECTION 7.02. 1lEMEDIFS. Az6y JWA-r ofRtmcls issued UDder the provisicas of this Reso1uticm or any trust.ee or rcceMr rng for such Bondboldcn may eitb.:;. It law . or in equity, by _ aaioo. mantflnftlJS or other proc-'ft,g. in any court of oo.''1~('''''1 j...;~... pa~ and cuf~ my IIld all riabts under the Laws of the Stale ofF1clrida. oc p-I.,lrdlDd eot<lI,ined in this Resolution. and may emorce and C'~ -''1d the pedonnance of all duties requiied by this Resolution or by my applicable ~ to be pcrfonncd by the Is1m' or by my ofiiccr ~~f; provided, howeva-, that no HpJder, trustee or receMr sbaD have the right to declare the Bonds immediately due and payable. 41 JAM - 7 'fE1 The Holder or Holders of Bonds in an aggregate principal amOWlt of not less than 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 feplesent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not Jess than 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 I5suer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the SIDle manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees nay be appointed; however, the Holders of a majority in aggregate principal llDouut of aD the Bonds then OuUtAuding may remove the trUJtee initially appointed IIld ..,powl a successor and subsequent successors It any time. SECTION 7.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principalamOUDt of the Bonds then Outstanding (or any Insurcr insuring any then Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to ~~ the method and place of conducting aD remedial proceedings to be taken by the trUJtee hereunder with respect to the Bonds owned by such Holders or insured by such Insurer, provided that such direction shall not be otherwise than in ICCOfdance with law or the provisions hereo( and that the 1IUstee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not I*bd to such direction. SECTION 7.04. REMEDIES CUMULA 11VE. No remedy herein confened UPOD or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at Jaw or in equity or by statute. SECTION 7.OS. WAIVER OF DEFAULT. No delay or omission of any RnrvfMlder to exercise any right or power accruing upon any default shall impair any such right or power or shall be constru~ to be a waiver of any such default, or an acquiescence . therein; and every power and remedy given by Section 7.02 to the Bondholders may be exercised :from time to time, and as often as may be ~ed ~~ent. SECTION 7.06. APPLICATION OF MONEYS AFl'ER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a 1IUstee or 42 JAM - 7 f1I1 receiver appointed for the purpose sba11 deposit all Stormwater' Improvement AlseslDJeftft into the Debt Service Fund as rt({~ed by Section 4.05(A) hereof: and subsequent to payment of any Collection Costs related thereto, shall be applied to the payment of the principal of and interest on the Bonds as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and 1iabi1i1ies of the trustee or receiver and Registrar hereunder relating to the Bonds; B. To the payment of the inte&est and principal or F~on Price, ifapp1ic:able, then due on the Bonds, u follows: ~ -.. (1) Unless the principal of III the Bonds shall have become due and payable, all such mOD~ shall be applied: FIRST: to the pcyment to the Persons entitled thereto of III instanments of interest then due. in the order of the mllh.,ity of such installments, and. if the amoWlt availAble shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the ImOUDtS due on such installment, to the Persons entitled thereto, without any discrimination or preference; 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 mancatory redemption prior to matwity (other than Bonds caJlcd for redemption for the payment of which moneys are held pursuant to the provisions of Section 9.01 of this Resolution), in the on.fer of their due dates, with interest upon the Bonds from the I~tive dates upon which they bec~ due, and, if the amount av&ilabJe shaD DOt be sufficient to pay in full the &ods due OIl any particular date, together with such -est, then to the payment first of such Wka est, 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 disaimination or preference; and THIRD: to the payment of the R~OD Price of lIlY the Bonds caJled for optional redemption pursuant to the provisions of this Resolution. . (2) If the principU of all 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 iutbest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any instalhncnt of iutea est over any other 43 . JAil - 7 fill iastaDmcm of ~~ or of my Boad O\U my other &ad, ratabJy,1CCOIdiDg to the ImOUDtS due respeaiveJy (or piDcipa1111d ~est, to the PerIODS emitJed chacto widJoat ~--'" -4: my UIM.6...II~OD or ra~ereace. SEC110N 7.en. CONTROL BY INSURER. Upoo the OCWuJ~ ad 6._11:....."<<' ~. Ewm ofDe&uk, die 1Dsarer, it such lDsamr IbID have hoacnd 111 of ill Cl)nlll.:11Il'1!IIt$ aadcr its Bead bw_ Policy, IbID be CDIided to direct l114~oldle ~#f1_..1 of' aD riaID lad n:media wida I~ to die Bcada iufld bwt,'iacJactiDa Ill)' Wa1n06' of iii E.... of'IW-ft The I.acr Iha1l provide die lunt imme&Ie DOCice ollll)' EWDt of ~1t described in Settioa ?01(A) btieof' ad DOrice of my OIlIer !WIlt of Default OCCl1uiua ~'C"...<fer ..~ 30 days ottbe oc:cu.u.....e ..~ _.._ o. . 44 JAM - 7 '1111 ARTICLE VOl SUPPLEMENTAL RESOLUTIONS SECI10N 8,01. SUPPLEMENTAL RESOLunON wrmOUT BONDHOLDERS' CONSDlT. The Issuer, from time to time ad IIIII)' time, may IdDpt such SvppJfn_.dAI RnoJnriorc without the rnnvnt of the .~ (wbicb SuppJ~~ ..~l Resolution shaD th....aftt:r form. part hereof) for my oftbe foJlowiDa puaposa: (A) To cure my ambiJDity or f'()I"MI1 defect or omission ar to evu..a III)' incomisteDt provisions in this Rc$ohItion or to clarify my mfttl'rl or questions arisins bcmmder. (B) to grant to or confer upon the Bondholders my additional riihts. mDedies, powers, authority or k\.;wilf that may lawfully be granted to ar coaferrcd upon die Boodholden. (q To add to the CODditions, limitations IIld restrictions on die issuance of Bonds under the provUions of this Resolution other conditions, liu.ibltions and restrictions tJ1g~~ to be observed. (0) To add to the CO\Iln&/olt and qW'"1~ of the Issucr in this Rezolution ocher -covcnmts and ~t..~ thereafter to be observed by the usneT' arto ".uaufer 1II)'riaf1t or power hc:re:in reserved to or conferred upon the Issuer. (E) To specify and determine the mfttItTJ and ffmlp rd'ared to in Sections 2.01 or 6.01 hereof; and also any other matters and tfnn~ relative to the Bonds which are not ~~f to c:I incon~~- with this Resolution u thcietofore in effect. c:I to lImmd, modify c:I rescind my such .,1fMrintion. 5pC'ification or cfdg...inArion at my time prior to the first delivery oftbe Bonds. (F) To change or modify the description of the Project (G) To revise the procedures provided in Section 4.05(B)(1v) hcreofpursuant to . which moneys are drawn on . Reserve Account Insurance Policy or Rac:rve Account Letter of Credit and moneys are reimbursed to the provider of such Policy or Letter of Credit 45 JAil - 7 f1J7 such failure shall not affect the validity of such Supplemental Resolution wbeu ~ to and Apyloved as provided in this Section 8.02. WhcDever the Issuer shaD de1M:r to the acrk an instrument or instruments in writing pm}I\JJ tiug to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding. which instrument or instruments shall refer to the proposed Supplemental Resolution descn'bed in such notice and shall specifically consent to and aypIuve the adoption thereof in substantially the form of the copy thcreofrefcrred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holdc:rJ afoot less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have COJW'nf'"<f to and approved the adoption thereof as herein provided, no Holder of any Bond shaD have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereot: or in any manner to question the propridy of the adoption thereot: or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 8.02, this Resolution shall be deemed to be modified and amended in accordance 1bcrewitb, and the respeai ve rights, duties and obligations under this Resolution of the Issuer . and'aIl Holders of &Dds then Ouutanding shall thereafter be detennined, exercised and cnfm:ed in an I es~ UDder the provisions of this Resolution as so modified and amended. SECTION 8.03. AMENDMENT WITH CONSENT OF INSURER. For .-~ of..--nmg the Resolution pursuant to ~ction 8.02 hereof: the Insurer of Bonds shaD be coasidered the Holder of the Bonds which it has insured, provided such Bonds. at the time of the adoption of the ameDrlm~, shaD be rated by the RlIfing Agencies which shall have rated such Bonds at the time such Bonds were insured no lower than the ruings --ip-tf thereto by such Rating Agencies on such date of being insured. The consent of the HoJdcrs of such Riwvfc shaD oot be required if the In.sw-er of sucl1 Bonds shall consent to the ...1Io-.1"''''~''' IS povided by this Section 8.03. The foregoing right of amendment. however, docs DOt apply to my anwntfmm to Section 5.11 hereof with respect to the exclusion, if . applicable, of interest on said Bonds from gross income for purposes of federal income t.Y.hon Prior to adoption of any amendment made pursuant to this Section 8.03, notice of such amendment shall be delivered to the Rating Agencies rating the Bonds. Upon filing with the Ocrlt of evjM-nr-C: of such consent of the Insurer as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental 47 JAM - 1 f1J1 , Resolution, notice thereof IhaU be mailed in the same m~ U DOtice of ID IIDCIIdmeDt UDder SectiOn 8.02 hereof: 48 JAN _ 7 1997 ARTICLE IX MISCELLANEOUS SECTION 9.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of all Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon. at the times and in the rnllnner stipulated therein IIld in this Resolution and if the Issuer shall pay all amounts owing to any provider of a Reserve Account Letter of Credit or Reserve Account Insurance Policy, then the pledge of and lien on the Pledged FWlds, and all covenants, agreements IIld other oblir,ations of the Issuer to the Bondholders, shall thereupon cease, tcnninate and become vo:d and be di.scbarged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer aD money or ~wilies held by them pursuant to the Resolution which Ire not required for the payment or redemption of Bonds not theretofore SUITendered for such payment or redemption. Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this Secti on 9.0 I if (A) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such red.-nwtion shaIl have been duly given or provision shall have been made for the giving of such notice, IIld (B) there shall have been deposited in - iHevocable trust with a bllnlring institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Defeasance Obligations the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such bank or trust company at the same time shall be sufficient (as verified by an independent certified public accountant), to pay the principal of or FHlM11ption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof: as the case may be. Exccpt as hereafter provided, neither the Defeasance Obligations nor any moneys so deposited with such bank or trust company nor any moneys received by such bank or trust company on account of principal of or Redemption Price, if applicable, or interest on said Defeasance Obligations shaD be withdrawn or used for any purpose other than. and all such moneys shall be held in trust for and be applied to. the payment, when due, of the principal of or Redemption Price, - ifapplic:ablc, of the Bonds for the payment or redemption ofwbich they were deposited and the inrcrcst accruing thereon to the date of maturity or redemption; provided, however, the Issucr may substitute new Defe&S81"ce Obligations and moneys for the deposited Defeasance Obligations and moneys if the new Defeasance Obligations and moneys are sufficient to pay the principal of or Redemption Price, if applicable, and interest on the refunded Bonds. 49 r JAM - 7 fJI1 In the event the Bonds fa wbicl1 moneys are to be deposited for the payment thereof in accordance with this Section 9.01 are not by their terms subject to redemption within the DCX1 socr-'mg 60 days, the Issuer shall ('.JI11U' the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 9.01 of moneys or DefrlSa~te Obligations bas been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 9.01 and stating IlU:h maturity or redemption date upon which moneys are to be available for the payment of the principal of or Redemption Price. if applicable, lUld interest on said Bonds. Nothing herein shall be deemed to require the Issuer to call any of the OubtAuding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the IssuCf in detennining whether to exercise any such option for early redemption. In the event that the principal of or Redemption Price, if applicable, and interest due on the Bonds shall be paid by the Insurer. such Bonds shall rl"m.;~ Outstanding. shaD not be defused and shall not be considered paid by the asuer. and the pledge of the PIecJsed Funds and all covenanu.l&i"",ments IIld other obligations of the asuer to the Bondholders shaD continue to exist and shall nm to the benefit of the Insurer, and IlU:h Insurer or IDawlWli shall be subrogated to the rights of such Bondholders. SECTION 9.02. SALE OF BONDS. The Bonds shall be issued IIld sold at public or private sale at one time or in installments from time to time and at such price or _ prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions oflaw. SECTION 9.03. SEVERABlLrIY OF INVALID PROVISIONS. If any ODe or more of the covenants, Igi C('m~ or provisions of this Resolution shan be held cootraiy to any ~ess provision of law cr Cuubaa,. to the policy of ~ess law, though not ""'I'U;ally prohibited, or AgIlTn~ pub& policy, or w.n for any reason whatsoever be held invalid, then such covenants, agJeements or provisions shall be null and void and sba1l be tt-ed separable from the fl"11lAining CO~lInt~, agJeements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants.lts&~.:ments or provisions hereof or of the Bonds issued hereunder. SECTION 9.04. VALIDATION AUTHORIZED. To the extent ~ necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel for the Issuer is autholized to institute "Y}'IUfniatc proceedings for validation of the Bondll pursuant to Chapter 75, Florida Statutes. so , JAN - 7 1997 SECTION 9.05. REPEAL OF INCONSISTENT RESOLUTIONS. AD resolutions or parts thereof in coo11ict herewith are hereby superseded and repeated to the nltr.t of such conflict. SECTION 9.06. EFFECl1VE DATE. Except IS for the covenants and agreements provided in Articles IV and V hereof, this Resolution shall take effect immeditttiy upon the adoption hereof. The provisions of Articles IV and V hereof shaD betonle efi'~ simultaneously with the issuance oftbc Bonds. DULY ADOPTED this 7th day of January, 1997. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA (SEAL) .: iU~ li</J . ...:1 ~ .j.o. .t... U :~ ".." '. . :;,1)'"'........ . '....~ ..Ii.!'"'''''' ,-J;J.~~:" r....?. _' .. . ._.. .'r'i.J.' t..(;.! ;'~'i : " '_', :.;~ _~.. r.... -;;.:.':: ~ ...2... '.. < .... -' 1II-.,i~....... = .~,.~ ..' :~;!:.~ ..., ~ -". . .'- ~ ~J~:'\' . :,.....~: ;. .: ~.!.... ..-&.:@ ~ _._.,. ,'U, ~ .' . r .171_. -"1', .;.- . . ~'r~~..)., '. ~ \~...;.:...;......, . . ...t.;. I.~. .!:'? ~~'j ~ v -- ....t. , ApproVed IS to Form and Legal Sufficiency: -' -- ~(J,!,..ct.1L 1/ County Attornr:y 51