|
of operating, repairing, maintaining, and replacing equipment for proper operation and
<br />maintenance of the Project. The term "Operation and Maintenance Expenses" does not include
<br />depreciation charges or such portion of the above-described costs to the extent such costs are
<br />paid pursuant to an agreement other than this Contract.
<br />(x) "Overhead Expenses" means the Agency's reasonable and necessary costs and
<br />expenses incurred at any time directly related to the issuance and servicing of the Bonds, the
<br />acquisition of Land Interests required for the Project, the design, permitting, financing,
<br />acquisition, construction, and ownership of the Project and any other activities required of or
<br />involving the Agency in connection with or attributable to the Project or the Bonds, including,
<br />but not limited to: (i) per diem and reimbursable expenses incurred by the Directors of the
<br />Agency for special meetings of the Agency's Board of Directors related to the Project; (ii)
<br />services of the professional, technical skilled and unskilled persons and firms engaged by or
<br />associated with the Agency, other than Agency staff personnel, together with their reimbursable
<br />expenses paid or required to be paid by the Agency; (iii) salaries of the Agency's staff
<br />attributable to the Project or the Bonds based on time expended, as documented or reasonably
<br />estimated by the President, Board of Directors of the Agency; (iv) the costs of preparing
<br />applications for and obtaining all approvals and authorizations required for the Project or the
<br />Bonds from the regulatory authorities having jurisdiction; (v) the cost of property casualty and
<br />public liability insurance incurred prior to the Completion Date; including any insurance
<br />deductible charged to or required to be paid by the Agency; provided that if the Agency is unable
<br />to obtain such insurance on an occurrence basis, then any expense incurred by the Agency from
<br />and after the Completion Date for casualty and public liability insurance, including any insurance
<br />deductible, shall be paid by the Sponsoring Public Entities; (vi) all costs incurred in litigation
<br />involving or relating to the Project; and (vii) any and all other costs and expenses, including out-
<br />of-pocket expenses, incurred by the Agency attributable to the Project or the Bonds, whether
<br />enumerated above or not, and whether or not included in the definition or as a part of Project
<br />Costs.
<br />(y) "Permitted Liens" means: (i) minor irregularities, charges, liens, encumbrances,
<br />defects, easements, licenses, rights-of-way, servitudes, restrictions, mineral rights, and clouds on
<br />title which, in the opinion of counsel to the Agency, a copy of which shall be forwarded to each
<br />of the Sponsoring Public Entities, do not materially impair the use of the Project for the purposes
<br />for which it is designed; (ii) easements for roads (as used in this Contract, the term "roads" shall
<br />include, without limitation, streets, curbs, gutters, drams, ditches, sewers, conduits, canals,
<br />mains, aqueducts, aerators, connections, ramps, docks, viaducts, alleys, driveways, parking areas,
<br />walkways, and trackage), utilities (which for purposes of this Contact shall include, without
<br />limitation, water, sewer, electricity, gas, telephone, pipeline, railroad, and other collection,
<br />transportation, light, heat, power, and communication systems) and similar easements and other
<br />easements, rights-of-way, rights of flowage, flooding, diversion or outfall, licenses, restrictions,
<br />and obligations relating to the operation of the Project which, in the opinion of counsel to the
<br />Agency, a copy of which shall be forwarded to each of the Sponsoring Public Entities, do not
<br />materially impair the use of the Project for the purposes for which it is designed; (iii) rights of
<br />the United States or any state or political subdivision thereof, or other public or governmental
<br />authority or agency or any other entity vested with the power of eminent domain to take or
<br />control property or to terminate any right, power, franchise, gram, license, or permit previously
<br />in force.
<br />-5-
|