Okaloosa County BOCC — April 1, 2014 — reading text

applicable laws of the State. SECTION 13.8. IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF ISSUER. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Bond Indenture contained against any past, present or future officer, director, member, employee or agent of the Issuer or any incorporator, officer, director, member, trustee, employee or agent of any successor corporation or body politic or of the State or any agency or political subdivision thereof, as such, either directly or through the Issuer or any successor corporation or body politic or of the State or any agency or political subdivision thereof, under any rule of law or equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, trustees, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Bond Indenture and the issuance of such Bonds. 57 Packet Pg. 83  [SIGNATURE PAGE FOR THE BOND TRUST INDENTURE] IN WITNESS WHEREOF, the Issuer has caused this Bond Indenture to be signed in its name and on its behalf by the Chairman of its Board of County Commissioners and attested by its Clerk, and ___________________ to evidence its acceptance of the trusts, created by this Bond Indenture has caused these presents to be signed in its name and on its behalf by one of its Authorized Signatories all as of the day and year first above written. OKALOOSA COUNTY, FLORIDA, as Issuer (SEAL) By: Chairman, Board of County Commissioners ATTEST: By: Clerk _____________________________, as Bond Trustee By: Authorized Signatory 58 Packet Pg. 84  EXHIBIT A FORM OF BOND UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA UTILITIES SYSTEM REVENUE BOND, SERIES _____ (AUBURN WATER SYSTEM, INC. PROJECT) R-___ $__________ INTEREST RATE MATURITY DATE DATED DATE CUSIP _______ 1, ____ _______ ___, ______ REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: Okaloosa County, Florida (the "Issuer"), a political subdivision of the State of Florida, for value received, hereby promises to pay in lawful money of the United States of America to the registered owner set forth above, or registered assigns, on the Maturity Date (as identified above), unless this Series ____ Bond shall be redeemable and shall have previously been called for redemption and payment of the redemption price made or provided for, but solely from amounts available under the Bond Indenture (hereinafter defined) and certain amounts payable under the Loan Agreement (hereinafter defined), which amounts and payments are pledged and assigned for the benefit and payment hereof pursuant to the Bond Indenture and not otherwise, the principal amount set forth above upon presentation and surrender thereof at the designated corporate trust office of __________________________, ________ , ________, as Bond Trustee, or its successor in trust under the Bond Indenture (as hereinafter defined) and to pay interest (computed as described herein and in the Bond Indenture) on such principal amount, but solely from said amounts available under the Bond Indenture and payable under the Loan Agreement, payable on each Interest Payment Date (as hereinafter defined) until payment of such principal amount, or provision therefor, shall have been made upon redemption or at maturity. Interest payments on this Bond (other than with respect to Defaulted Interest) shall be made to the registered owner hereof appearing on the Bond Register as of the close of business of the Bond Registrar on the Record Date. Interest on the Bonds shall, except as hereinafter provided, be paid by check or draft of the Bond Trustee mailed on the Interest Payment Date to such registered owner at the address of such owner as it appears on the Bond Register or at such other address furnished in writing by such registered owner to the Bond Trustee, or to any owner of $1,000,000 or more in aggregate principal amount of Bonds as of the close of business of the Bond Trustee on the Record Date for a particular Interest Payment Date, by wire transfer sent on A-1 Packet Pg. 85 the Interest Payment Date, to such owner. The foregoing notwithstanding, Defaulted Interest shall be payable as provided in the Bond Indenture. This Series ____ Bond is one of an authorized Series of Bonds issued under the hereinafter described Bond Indenture in the aggregate original principal amount of $__________ (the "Series ___ Bonds") for the purpose of loaning funds to Auburn Water System, Inc., a Florida non-profit corporation, (the "Borrower"), which will be used, together with certain other moneys, to (i) [finance all or a portion of the costs of acquiring and constructing improvements to the Borrower's existing water utility system], (ii) [refunding certain indebtedness of the Borrower], and (iii) pay certain expenses incurred in connection with the issuance of the Bonds, all as permitted under the Act. The proceeds derived from the sale of the Bonds will be loaned to the Borrower pursuant to a Loan Agreement dated as of April 1, 2014 between the Borrower and the Issuer (as amended from time to time, the "Loan Agreement"). The Series ______ Bonds, together with (i) the Issuer's Utility System Revenue Bonds, Series _____ and (ii) any Additional Bonds which may be issued on a parity therewith (collectively, the "Bonds") are issued under and equally and ratably secured by and entitled to the security of a Bond Trust Indenture dated as of April 1, 2014, (the "Bond Indenture") duly executed and delivered by the Issuer to _____________________ (the "Bond Trustee"), pursuant to which Bond Indenture, all of the right, title and interest of the Issuer in and to the Loan Agreement (excluding Unassigned Rights, as defined in the Bond Indenture) are assigned by the Issuer to the Bond Trustee as security for the Bonds. Under the terms of the Bond Indenture, all or any portion of the Bonds may be refunded through a deposit in escrow for the benefit of such refunded Bonds of cash or Government Obligations (as defined in the Bond Indenture) and become payable solely from such cash and Government Obligations. Reference is made to the Bond Indenture and the Loan Agreement and to all amendments thereto for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the Bond Trustee and the rights of the owners of the Bonds, and to all the provisions of which the owner hereof by the acceptance of this Series ____ Bond assents. NOTICE OF LIMITED OBLIGATION THIS SERIES ____ BOND AND SUCH OTHER BONDS OF THE SERIES OF WHICH IT FORMS A PART, AND THE INTEREST PAYABLE HEREON, DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF FLORIDA (THE "STATE") OR OF ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OTHER THAN THE ISSUER, OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE FUNDS PLEDGED THEREFOR IN ACCORDANCE WITH THE BOND INDENTURE. THE ISSUANCE OF THE BONDS UNDER THE PROVISIONS OF THE ACT DOES NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF TO LEVY ANY FORM OF TAXATION FOR THE PAYMENT THEREOF OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT, AND THE BONDS AND THE INTEREST PAYABLE THEREON DO NOT NOW AND SHALL NEVER CONSTITUTE A DEBT OF THE ISSUER OF THE STATE WITHIN THE MEANING OF THE CONSTITUTION OR THE STATUTES OF THE STATE AND DO NOT NOW AND SHALL NEVER CONSTITUTE A CHARGE AGAINST THE A-2 Packet Pg. 86 CREDIT OR TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF. THE STATE SHALL NOT IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER WHICH MAY BE UNDERTAKEN BY THE ISSUER. THIS SERIES ____ BOND AND THE OTHER BONDS, AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON, ARE LIMITED OBLIGATIONS OF THE ISSUER AND ARE PAYABLE SOLELY (i) FROM PAYMENTS OR PREPAYMENTS TO BE MADE UNDER THE LOAN AGREEMENT, (ii) FROM CERTAIN MONEYS HELD BY THE BOND TRUSTEE UNDER THE BOND INDENTURE, AND (iii) FROM THE INCOME FROM THE TEMPORARY INVESTMENT OF ANY OF THE FOREGOING. This Series ____ Bond is registered on the Bond Register and may be transferred by the registered owner hereof at the written request of such registered owner in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon the payment of the charges provided in the Bond Indenture, and upon surrender and cancellation of this Series ____ Bond. Upon such transfer, a new fully registered bond or bonds of the same Subseries and maturity and of authorized denominations for the same aggregate principal amount shall be issued to the transferee in exchange therefor. The person in whose name this Series ____ Bond is registered shall be deemed and regarded as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal, premium, if any, and interest due hereon and for all other purposes, and neither the Issuer nor the Bond Trustee shall be affected by any notice to the contrary. If any Bond is transferred or exchanged on the Bond Register by the Bond Trustee after notice of the optional redemption of such Bond has been given, the Bond Trustee shall attach a copy of such notice to the Bond issued in connection with such transfer or exchange. The Bonds are issuable only as registered Bonds in Authorized Denominations of $5,000 and any integral multiple in excess thereof. Redemption Mandatory Sinking Fund Redemptions Without Premium. The Bonds shall be subject to mandatory redemption and payment prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium. Pursuant to Section 4.2 of the Loan Agreement, the Borrower shall deposit in the Bond Sinking Fund a sum that, together with all amounts then on deposit in the Bond Sinking Fund and