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Resolution 2006-297 f 1 RESOLUTION NO. CWS- 297 A RESOLUTION SUPPLEMENTING RESOLUTION NO. CWS-85-13 IN CERTAIN RESPECTS, WHICH RESOLUTION NO. CWS-85-13, AMONG OTHER THINGS, RESTATED RESOLUTION NO. CWS-85-5 IN ITS ENTIRETY AND AUTHORIZED THE ISSUANCE BY THE COLLIER COUNTY WATER-SEWER DISTRICT OF WATER AND SEWER REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS TO THE DISTRICT'S WATER AND SEWER UTILITY FACILITIES; AUTHORIZING THE CURRENT REFUNDING OF CERTAIN OUTSTANDING INDEBTEDNESS OF THE DISTRICT; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $120,000,000 AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY WATER-SEWER DISTRICT WATER AND SEWER REVENUE BONDS, SERIES 2006 IN ORDER TO FINANCE SUCH CAPITAL IMPROVEMENTS AND TO CURRENT REFUND SUCH OUTSTANDING INDEBTEDNESS; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN FOR THE AWARD OF THE BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; ESTABLISHING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; APPROVING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING MUNICIPAL BOND INSURANCE FOR THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, ACTING AS THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On July 30, 1985, the Board of County Commissioners of Collier County, Florida, acting as the ex-officio governing board (the "Governing Body") of the Collier County Water-Sewer District (the "Issuer") duly adopted Resolution No. CWS-85-5, as amended and restated by Resolution No. CWS-85-13 duly adopted on December 26, 1985, as amended and supplemented (collectively, the "Resolution"), for the purposes described therein. (B) The Issuer currently has outstanding pursuant to the Resolution its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999A, its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999B, its Collier County Water-Sewer District Taxable Water and Sewer Refunding Revenue Bonds, Series 2003A, and its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 2003B (collectively, the "Outstanding Parity Bonds"). (C) The Issuer hereby determines that certain capital improvements should be acquired, constructed and equipped with respect to the System (as defined in the Resolution) in order to improve the health, safety and welfare of the inhabitants within the Issuer's geographic boundaries. Such capital improvements are generally described in Exhibit A hereto and are more particularly described in the records, plans and specifications on file with the Issuer (the "Series 2006 Project"). The Series 2006 Project may be amended or supplemented from time to time by the Governing Body in accordance with the provisions of the Resolution. (D) In order to finance the acquisition, construction and equipping of a portion of the Series 2006 Project on an interim basis, the Issuer previously issued its Collier County Water-Sewer District Revenue Note, Draw No. A-1-1 and Collier County Water- Sewer District Revenue Note, Draw No. A-1-2 (collectively, the "Prior Notes") in the aggregate principal amount of $38,000,000 to the Florida Local Government Finance Commission (the "Finance Commission") to evidence borrowings under the Finance Commission's Pooled Commercial Paper Loan Program. (E) In order to provide permanent financing with respect to that portion of the Series 2006 Project originally financed on an interim basis with proceeds of the Prior Notes and to eliminate interest rate risk inherent with variable interest rate debt obligations such as the Prior Notes, it is in the best interests of the Issuer to current refund the Prior Notes with the proceeds of a longer term, fixed interest rate obligation. (F) The Resolution provides for the issuance of Additional Bonds, payable on a parity with the Outstanding Parity Bonds, for the purpose of financing the acquisition, 2 construction and equipping of the Series 2006 Project and current refunding the Prior Notes, upon meeting certain requirements set forth in the Resolution. (G) There is hereby authorized the financing and/or reimbursing of the costs of the acquisition, construction and equipping of the Series 2006 Project and the current refunding of the Prior Notes, all in the manner as provided by this Supplemental Resolution and by the Resolution. (H) The Issuer deems it to be in its best interest to issue its Collier County Water-Sewer District Water and Sewer Revenue Bonds, Series 2006 (the "Series 2006 Bonds") for the principal purpose of financing and/or reimbursing the costs of the acquisition, construction and equipping of the Series 2006 Project and current refunding the Prior Notes. The Series 2006 Bonds shall be issued on parity in all respects with the Outstanding Parity Bonds pursuant to the terms of the Resolution. (I) In accordance with Section 218.385, Florida Statutes, and pursuant to this Supplemental Resolution, the Series 2006 Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit B (the "Official Notice of Sale"). (J) Pursuant to the Official Notice of Sale, any competitive bids received in accordance with the Official Notice of Sale on or prior to 10:00 a.m., Eastern Standard Time, on November 28, 2006, or such other date or time as is determined by the Chairman in accordance with the terms and provisions of the Official Notice of Sale, shall be publicly opened and announced. (K) Due to the present volatility and uncertainty of the market for tax-exempt obligations such as the Series 2006 Bonds, it is desirable for the Issuer to be able to advertise and award the Series 2006 Bonds at the most advantageous time and date which shall be determined by the Chairman; and, accordingly, the Governing Body hereby determines to delegate the advertising and awarding of the Series 2006 Bonds to the Chairman within the parameters described herein. (L) It is necessary and appropriate that the Governing Body determine certain parameters for the terms and details of the Series 2006 Bonds and to delegate certain authority to the Chairman for the award of the Series 2006 Bonds and the approval of the terms of the Series 2006 Bonds in accordance with the provisions hereof, of the Resolution and of the Official Notice of Sale. (M) In the event Bond Counsel to the Issuer shall determine that the Series 2006 Bonds have not been awarded competitively in accordance with the provisions of Section 218.385, Florida Statutes, the Governing Body shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Series 2006 Bonds in accordance with said Section 218.385, Florida Statutes. 3 (N) The form, terms and details of the Series 2006 Bonds shall be determined in accordance with this Supplemental Resolution and the Resolution. (0) The Resolution provides that the Series 2006 Bonds shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer set forth the parameters and mechanism to determine such terms and details. (P) The Series 2006 Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution. (Q) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2006 Bonds herein authorized and said Series 2006 Bonds shall be on a parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Outstanding Parity Bonds, and shall constitute "Bonds" within the meaning of the Resolution. The Issuer is current in all deposits in the various funds and accounts established by the Resolution and all payments theretofore required to have been deposited or made by it under the provisions of the Resolution have been deposited or made and the Issuer has complied with the covenants and agreements of the Resolution. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the Act. SECTION 4. AUTHORIZATION OF THE FINANCING OF THE SERIES 2006 PROJECT AND THE REFINANCING OF THE PRIOR NOTES. The Issuer hereby authorizes the financing and/or reimbursing of all or a portion of the Costs of the Series 2006 Project subject in all respects to the award of the Series 2006 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale. The Issuer hereby authorizes the refunding, on a current basis, of the Prior Notes, subject in all respects to the award of the Series 2006 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale. SECTION 5. DESCRIPTION OF THE SERIES 2006 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal 4 amount not to exceed $120,000,000 to be known as the "Collier County Water-Sewer District Water and Sewer Revenue Bonds, Series 2006" (or such other designation as the Chairman may determine), for the principal purpose of financing and/or reimbursing Costs of the Series 2006 Project and refunding, on a current basis, the Prior Notes. The aggregate principal amount of the Series 2006 Bonds to be issued pursuant to the Resolution shall be determined by the Chairman provided such aggregate principal amount does not exceed $120,000,000. The Series 2006 Bonds shall be dated their date of delivery (or such other date as shall be determined by the Chairman), shall be issued in the form of fully registered Bonds in denominations of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from their dated date, payable semi-annually, on July 1 and January 1 and of each year (the "Interest Dates"), commencing on July 1, 2007 (or such other date as shall be determined by the Chairman). For purposes of the Resolution, "Bond Year" shall mean the period commencing on July 1 of each year and continuing through the next succeeding June 30. Interest on the Series 2006 Bonds shall be payable by check or draft of U.S. Bank National Association as Registrar and Paying Agent, made payable to and mailed to the Holder in whose name such Bond shall be registered 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 the Interest Date, or, at the request and expense of such Holder, by bank wire transfer to the account of such Holder. The principal of or Redemption Price, if applicable, on the Series 2006 Bonds is payable upon presentation and surrender of the Series 2006 Bonds at the designated corporate trust office of the Paying Agent. All payments of principal or Redemption Price, if applicable, and interest on the Series 2006 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. The Series 2006 Bonds shall bear interest at such rates and prices or yields, shall mature on July 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the Chairman subject to the conditions set forth in Sections 5, 6 and 7 hereof and the provisions of the Official Notice of Sale. The final maturity of the Series 2006 Bonds shall not be later than July 1, 2036. All of the terms of the Series 2006 Bonds will be included in a certificate to be executed by the Chairman following the award of the Series 2006 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. SECTION 6. AWARD OF SERIES 2006 BONDS. The Chairman, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Series 2006 Bonds to the underwriter or underwriters (the "Underwriters") that submit a bid proposal which complies in all respects with the Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to 5 purchase the Series 2006 Bonds at the lowest true interest cost to the Issuer, as calculated by the Issuer's Financial Advisor, Public Financial Management, Inc., in accordance with the terms and provisions of the Official Notice of Sale; provided, however, the Series 2006 Bonds shall not be awarded to any bidder unless the true interest cost set forth in the winning bid (as calculated by the Issuer's Financial Advisor) is equal to or less than 5.50%. In accordance with the provisions of the Official Notice of Sale, the Chairman may, in his sole discretion, reject any and all bids. SECTION 7. REDEMPTION PROVISIONS FOR SERIES 2006 BONDS. The Series 2006 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the Chairman, in his discretion and upon the advice of the Issuer's Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2006 Bonds, if any, the first optional redemption date may be no later than July 1, 2017 and no call premium may exceed 1.00% of the par amount of that portion of the Series 2006 Bonds to be redeemed. Term Bonds may be established with such Sinking Fund Installments as the Chairman deems appropriate and upon the advice of the Issuer's Financial Advisor. The redemption provisions for the Series 2006 Bonds, if any, shall be set forth in the Award Certificate and in the final Official Statement. SECTION 8. BOOK-ENTRY. Notwithstanding the provisions set forth in Section 2.08 of the Resolution, the Series 2006 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2006 Bond for each of the maturities of the Series 2006 Bonds. Upon initial issuance, the ownership of each such Series 2006 Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the Series 2006 Bonds are registered in the name of Cede & Co., all of the Outstanding Series 2006 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. As long as the Series 2006 Bonds shall be registered in the name of Cede & Co., all payments of principal on the Series 2006 Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2006 Bonds, upon presentation of the Series 2006 Bonds to be paid, to the Paying Agent. With respect to Series 2006 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book-entry program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series 2006 Bonds, (B) the delivery to any Participant or any other Person other than a 6 Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 2006 Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, Redemption Price, if any, or interest on the Series 2006 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the Person in whose name each Series 2006 Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, Redemption Price, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2006 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, Redemption Price, if any, and interest on the Series 2006 Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, Redemption Price, if any, and interest pursuant to the provisions of the Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in the Resolution with respect to transfers during the 15 days next preceding an Interest Date or first mailing of notice of redemption, the words "Cede & Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2006 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2006 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book-entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable policies and procedures of DTC regarding discontinuing of the book entry registration system, the Series 2006 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions of the Resolution. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange the Series 2006 Bonds of like 7 principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the Blanket Issuer Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal of, premium, if any, and interest on the Series 2006 Bonds. SECTION 9. APPLICATION OF SERIES 2006 BOND PROCEEDS. The proceeds derived from the sale of the Series 2006 Bonds shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) An amount equal to the accrued interest on the Series 2006 Bonds, if any, and capitalized interest shall be deposited to the Interest Account and shall be used for the purpose of paying a portion of the interest which shall become due on the Series 2006 Bonds. (B) A sufficient amount of the proceeds of the Series 2006 Bonds shall be deposited to the Reserve Account so that the amount therein shall equal the aggregate Reserve Account Requirement applicable to the Outstanding Parity Bonds and the Series 2006 Bonds. (C) A sufficient amount of the Series 2006 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2006 Bonds, including the premium for the Bond Insurance Policy applicable to the Series 2006 Bonds and described herein. (D) A sufficient amount of the Series 2006 Bond proceeds shall be paid to the Finance Commission to refinance the outstanding Prior Notes. (E) The remaining Series 2006 Bond proceeds shall be deposited to the Series 2006 Account (as established pursuant to Section 14 hereof) of the Construction Fund and shall be applied to the payment and/or reimbursement of Costs of the Series 2006 Project. SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit C in connection with offering the Series 2006 Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, the Chairman is hereby authorized to approve such insertions, changes and modifications. The Chairman is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the "Rule") in the form as mailed. Execution of a certificate by the Chairman deeming the Preliminary Official Statement "final" as 8 described above shall be conclusive evidence of the approval of any insertions, changes or modifications. SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement relating to the Series 2006 Bonds shall be substantially as set forth in the Preliminary Official Statement and shall include all of the specific financial terms of the Series 2006 Bonds. Subject in all respects to the award of the Series 2006 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Chairman is hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Chairman. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chairman and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2006 Bonds to the public. Execution by the Chairman of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 12. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit B and the terms and provisions thereof are hereby authorized and approved. The Chairman is hereby authorized to make such changes, insertions and modifications as he shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The Chairman is hereby authorized to advertise and publish the Official Notice of Sale, or a summary thereof, at such time as he deems necessary and appropriate, upon the advice of the Issuer's Financial Advisor, to accomplish the competitive sale of the Series 2006 Bonds. SECTION 13. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the award of the Series 2006 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, U.S. Bank National Association is hereby designated Registrar and Paying Agent for the Series 2006 Bonds. The Chairman and the Clerk are hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 13 and by the Resolution. SECTION 14. ESTABLISHMENT OF SERIES 2006 ACCOUNT OF THE CONSTRUCTION FUND. In accordance with Section 4.03 of the Resolution, there is hereby established within the Construction Fund a separate account to be known as the "Series 2006 Account" of the Construction Fund. Moneys deposited to the Series 2006 Account shall be used to pay and/or reimburse Costs of the Series 2006 Project and for the other purposes allowed under the Resolution. The Series 2006 Account shall be maintained and administered in accordance with the provisions of the Resolution, particularly Section 4.03 thereof. 9 if SECTION 15. INSURANCE. Subject in all respects to the award of the Series 2006 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Issuer hereby authorizes the scheduled payment of the principal of and interest on the Series 2006 Bonds when due to be guaranteed by a municipal bond insurance policy (the "Bond Insurance Policy") issued by MBIA Insurance Corporation (the "Insurer" or "MBIA") or any successor thereto or assignee thereof. The Chairman and/or the Clerk are hereby authorized to execute such documents and instruments necessary to cause MBIA to insure the Series 2006 Bonds. With respect to the Series 2006 Bonds, MBIA shall be deemed to be the "Insurer" as such term is used and defined in the Resolution. SECTION 16. PROVISIONS RELATING TO BOND INSURANCE POLICY. The following provisions relating to the Bond Insurance Policy issued by MBIA shall apply to the Series 2006 Bonds notwithstanding anything to the contrary otherwise set forth in the Resolution, so long as the Bond Insurance Policy is in full force and effect and any Series 2006 Bonds shall remain Outstanding: (A) In the event that, on the second Business Day, and again on the Business Day, prior to an Interest Date on the Series 2006 Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Series 2006 Bonds due on the second following or following, as the case may be, Business Day, the Paying Agent shall immediately notify MBIA or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. (B) If the deficiency is made up in whole or in part prior to or on the Interest Date, the Paying Agent shall so notify MBIA or its designee. (C) In addition, if the Paying Agent has notice that any Series 2006 Bondholder has been required to disgorge payments of principal or interest on a Series 2006 Bond to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Series 2006 Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify MBIA or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (D) The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Series 2006 Bondholders as follows: (i) If and to the extent there is a deficiency in amounts required to pay interest on the Series 2006 Bonds, the Paying Agent shall (a) execute and deliver to U.S. Bank Trust National Association, or its successors under the Bond Insurance Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing MBIA as agent for such Series 10 2006 Bondholders in any legal proceeding related to the payment of such interest and an assignment to MBIA of the claims for interest to which such deficiency relates and which are paid by MBIA, (b) receive as designee of the respective Series 2006 Bondholders (and not as Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Series 2006 Bondholders; and (ii) If and to the extent of a deficiency in amounts required to pay principal of the Series 2006 Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing MBIA as agent for such Series 2006 Bondholder in any legal proceeding relating to the payment of such principal and an assignment to MBIA of any of the Series 2006 Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Series 2006 Bondholders (and not as Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Series 2006 Bondholders. (E) Payments with respect to claims for interest on and principal of Series 2006 Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the Issuer with respect to such Series 2006 Bonds, and MBIA shall become the owner of such unpaid Series 2006 Bond and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. (F) Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent agree for the benefit of MBIA that: (i) They recognize that to the extent MBIA makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Series 2006 Bonds, MBIA will be subrogated to the rights of such Series 2006 Bondholders to receive the amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in the Resolution and the Series 2006 Bonds; and (ii) They will accordingly pay to MBIA the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided 11 in the Resolution and the Series 2006 Bonds, but only from the sources and in the manner provided in the Resolution for the payment of principal of and interest on the Series 2006 Bonds to Series 2006 Bondholders, and will otherwise treat MBIA as the owner of such rights to the amount of such principal and interest. (G) Copies of any amendments made to the documents executed in connection with the issuance of the Series 2006 Bonds which are required to be consented to by MBIA shall be sent to S&P. Copies of any other amendments not requiring MBIA's consent shall be delivered to MBIA. (H) The Issuer shall provide MBIA with notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto. (I) The Issuer shall provide MBIA with copies of all notices required to be delivered to Series 2006 Bondholders under the Resolution and, on an annual basis, copies of the Issuer's audited financial statements and annual budget. (J) Any notice required to be given to or by any party, including, but not limited to, a Series 2006 Bondholder or the Paying Agent, pursuant to the Resolution shall also be provided to MBIA. All notices required to be given to MBIA shall be in writing and shall be sent by registered or certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management. (K) The Issuer agrees to reimburse MBIA immediately and unconditionally upon demand, to the extent permitted by law, for all reasonable expenses, including attorneys' fees and expenses, incurred by MBIA in connection with (i) enforcement by MBIA of the Issuer's obligations, or the preservation or defense of any rights of MBIA, under the Resolution and any other document executed in connection with the issuance of the Series 2006 Bonds, and (ii) any consent, amendment, waiver or other action with respect to the Resolution or any related document, whether or not granted or approved, together with interest on all such expenses from and including the date incurred to the date of payment of Citibank's prime rate plus 3% or the maximum interest rate permitted by law, whichever is less. In addition, MBIA reserves the right to charge a fee in connection with its review of any such consent, amendment or waiver, whether or not granted or approved. (L) Except as otherwise provided in this Section 16(L), the Issuer agrees not to use MBIA's name in any public document including, without limitation, a press release or presentation, announcement or forum without MBIA's prior consent. Notwithstanding the immediately preceding sentence, the Issuer may use, refer to and disclose MBIA's name in its ordinary course of business and government activity. Such use, reference or disclosure includes, but is not limited to, publishing MBIA's name in the Issuer's Comprehensive Annual Financial Report, any Preliminary or final Official Statement, 12 any continuing disclosure document, or any other document or instrument that is prepared by the Issuer in the ordinary course of its business and government activity. In addition, the Issuer may disclose MBIA's name in accordance with any applicable public records or other laws. In the event that the Issuer is proposing to disclose MBIA's name in any press release, public announcement or other public document outside of its ordinary course of business and governmental activity, the Issuer shall provide MBIA with at least three (3) business days' prior written notice of its intent to use MBIA's name together with a copy of the proposed use of MBIA's name and of any description of a transaction with MBIA and shall obtain MBIA's prior consent as to the form and substance of the proposed use of MBIA's name and any such description. (M) The Issuer shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to which Series 2006 Bonds are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of such Series 2006 Bonds without the prior written consent of MBIA. (N) MBIA, acting alone, shall have the right to direct all remedies with respect to the Series 2006 Bonds in the event of a default under the Resolution. MBIA shall be recognized as the registered owner of each Series 2006 Bond which it insures for the purposes of exercising all rights and privileges available to Series 2006 Bondholders. For Series 2006 Bonds which it insures, MBIA shall have the right to institute any suit, action, or proceeding at law or in equity under the same terms as a Series 2006 Bondholder in accordance with applicable provisions of the Resolution. Other than the standard redemption provisions set forth in the Resolution, any acceleration of principal payments on the Series 2006 Bonds shall be subject to MBIA's prior written consent. (0) Notwithstanding any other provision of the Resolution to the contrary, upon the defeasance of any Series 2006 Bonds pursuant to Section 9.01 of the Resolution, the Issuer shall provide MBIA with an opinion of counsel acceptable to MBIA that the Series 2006 Bonds have been legally defeased and that the escrow agreement establishing such defeasance operates to legally defease the Series 2006 Bonds within the meaning of the Resolution. In addition, the Issuer shall provide MBIA with (i) 15 business days notice of any advance refunding of the Series 2006 Bonds and (ii) an accountant's report with respect to the sufficiency of the amounts deposited in escrow to defease the Series 2006 Bonds. SECTION 17. SECONDARY MARKET DISCLOSURE. Subject in all respects to the award of the Series 2006 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of the Rule, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the Issuer and dated the dated date of the Series 2006 Bonds, as it may be amended from time to time in accordance with the 13 terms thereof. The Continuing Disclosure Certificate shall be substantially in the form of Exhibit D hereto with such changes, amendments, modifications, omissions and additions as shall be approved by the Chairman who is hereby authorized to execute and delivery such Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default under the Resolution; provided, however, to the extent permitted by law, the sole and exclusive remedy of any Series 2006 Bondholder for the enforcement of the provisions of the Continuing Disclosure Certificate shall be an action for mandamus or specific performance, as applicable, by court order, to cause the Issuer to comply with its obligations under this Section 17 and the Continuing Disclosure Certificate. For purposes of this Section 17, "Series 2006 Bondholder" shall mean any Person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2006 Bonds (including persons holding such Bonds through nominees, depositories or other intermediaries), or(B) is treated as the owner of any such Bond for federal income tax purposes. SECTION 18. GENERAL AUTHORITY. The members of the Governing Body of the Issuer, the Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution, the Official Statement, the Continuing Disclosure Certificate or the Official Notice of Sale or desirable or consistent with the requirements hereof or the Resolution, the Official Statement, the Continuing Disclosure Certificate or the Official Notice of Sale for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2006 Bonds, the Resolution, the Official Statement, the Continuing Disclosure Certificate and the Official Notice of Sale and each member, employee, attorney and officer of the Issuer and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. In the event the Chairman is absent or unavailable to perform any function or duty hereunder, including those provided in Sections 5, 6 and 7 hereof, the Vice-Chairman is hereby authorized to perform any and all of such functions or duties. SECTION 19. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2006 Bonds. 14 SECTION 20. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SECTION 21. DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED, in Regular Session this 14th day of November, 2006. COLLIER COUNTY WATER-SEWER DISTRICT (SEAL) By: : -loss. -{- Chairman, Board of Count - mrs of Collier County, Florida, as the Ex-Officio Chairman of the Governing Board of the Collier County Water-Sewer District ATTEST; • atAkiit - V k, Board of C•4,t ty C.41 missioners of Collier County, Florida, as Ex-Officio Clerk of the Governing Board of the Collier County Water-Sewer District Attest as to Malmo s APPR40P4b"FORM AND LEGAL SUFFICIENCY: c. County Atto 1 ey 15