Okaloosa County BOCC — April 1, 2014 — reading text

Bond Indenture, the principal of all Bonds of all Series issued under the Bond Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Bond Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Bond Indenture. No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the 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, as such, either directly or through the Issuer or any successor corporation or body politic, 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 the Bond Indenture and the issuance of the Bonds. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Act and under the Bond Indenture precedent to and in the issuance of this Series ____ Bond, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Series ____ Bond have been duly authorized by a resolution of the Issuer duly adopted. This Series ____ Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Indenture until the certificate of authentication hereon shall have been duly executed by the Bond Trustee. A-7 Packet Pg. 91  IN WITNESS WHEREOF, as provided by the Act, the Issuer has caused this Series ____ Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Chairman of its Board of County Commissioners and by the manual or facsimile signature of its Clerk, and its facsimile seal to be hereunto affixed, all as of the dated date specified above. OKALOOSA COUNTY, FLORIDA, as Issuer By: Chairman, Board of County Commissioners ATTEST: By: Clerk A-8 Packet Pg. 92  CERTIFICATE OF AUTHENTICATION This Series ____ Bond is one of the Bonds described in the within-mentioned Bond Indenture. Authentication Date: ________________ _____________________________, as Bond Trustee By: Authorized Signatory A-9 Packet Pg. 93  Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint ________________ _____________________________, as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: (Authorized Officer) signature must be NOTICE: The signature to this assignment guaranteed by an institution which is a must correspond with the name as it appears participant in the Securities Transfer Agent upon the face of the within Bond in every Medallion Program (STAMP) or similar particular, without alteration or enlargement or program. any change whatever. A-10 Packet Pg. 94  EXHIBIT B FORM OF REQUISITION FROM [EXPENSE FUND] [PROJECT FUND] REQUISITION NO. ___ Pursuant to Section [3.1/3.2] of the Bond Trust Indenture dated as of April 1, 2014 by and between ______________________, as bond trustee (the "Bond Trustee") and Okaloosa County, Florida (the "Issuer"), the undersigned __________ of Auburn Water System, Inc. (the "Borrower") hereby requests and authorizes the Bond Trustee to pay to the Borrower or to the person(s) listed on the Disbursement Schedule hereto, from the moneys deposited in the [Expense Fund/Project Fund], the aggregate sum of $__________ to pay such person(s) or to reimburse the Borrower for the advances, payments and expenditures made by it in connection with the items listed on the Disbursement Schedule. [INSERT INFORMATION REQUIRED BY SECTION 3.2 (paragraphs (a) through (c)) WITH RESPECT TO REQUISITIONS FROM THE PROJECT FUND]: In connection with the foregoing request and authorization, the undersigned hereby certifies that the obligations on the attached Disbursement Schedule have been incurred by the Borrower and are presently due and payable and that each item thereof is a necessary [cost of issuance/cost of the Project] and is a proper charge against the [Expense Fund/Project Fund] and has not been paid previously from the [Expense Fund/Project Fund]. This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Bond Trustee for its actions taken pursuant hereto. Dated: __________, _____ AUBURN WATER SYSTEM, INC. By: Its: B-1 Packet Pg. 95  DISBURSEMENT SCHEDULE Payee Purpose Amount B-2 Packet Pg. 96  EXECUTION COPY RESOLUTION NO. ___ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA APPROVING THE ISSUANCE OF UTILITIES SYSTEM REVENUE BONDS, SERIES 2014 (AUBURN WATER SYSTEM, INC. PROJECT) BY THE COUNTY; RATIFYING A PUBLIC HEARING HELD WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners of Okaloosa County, Florida (the "Issuer") did on February 18, 2014 adopt its resolution (the "Inducement Resolution") evidencing its intent to proceed with the issuance of not exceeding $5,000,000 of its Utilities System Revenue Bonds, Series 2014 (Auburn Water System, Inc. Project) (the "Bonds"); and WHEREAS, the Issuer has conducted a public hearing with respect to the Bonds on the st 1 day of April, 2014, at 9:00 a.m., for the purpose of considering the issuance of the Bonds, said public hearing being in compliance with Section 147(f) of the Internal Revenue Code of 1986, as amended, and said public hearing disclosing no reason why the Bonds should not be issued; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA, as follows: SECTION 1. The Issuer, pursuant to and in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), hereby ratifies the holding of the public hearing referenced above and hereby approves the issuance of the Bonds for purposes of the Code, in accordance with the Inducement Resolution. Such approval does not make the Issuer liable or responsible for repayment of the Bonds, which will be secured by revenues derived from Auburn Water System, Inc., to which proceeds of the Bonds will be loaned, but is undertaken solely for purposes of the limited approval required under the Code. SECTION 2. This resolution shall take effect immediately upon adoption hereof. Packet Pg. 97  PASSED AND ADOPTED this 1st day of April, 2014. BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA By: Chairman, Board of County Commissioners Attest: By: Clerk of the Circuit Court and ex officio Clerk, Board of County Commissioners Packet Pg. 98  NGN Draft No.2 3/26/2014 019.14 OKALOOSA COUNTY, FLORIDA and AUBURN WATER SYSTEM, INC. LOAN AGREEMENT DATED AS OF APRIL 1, 2014 The rights of Okaloosa County, Florida hereunder have been assigned to ___________________, as Bond Trustee under a Bond Trust Indenture dated as of April 1, 2014, except for certain unassigned rights described herein. Packet Pg. 99  TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. DEFINITIONS ............................................................................................1 ARTICLE II REPRESENTATIONS SECTION 2.1. REPRESENTATIONS BY ISSUER...........................................................3 SECTION 2.2. REPRESENTATIONS AND WARRANTIES BY THE BORROWER