Okaloosa County BOCC — August 19, 2014 — reading text

forth in the Bond Resolution. "After-Tax Yield" shall mean: (a) the amount received as interest on the Series 2014 Note less (i) any federal income taxes directly or indirectly payable on such interest; and (ii) any federal income tax liability directly or indirectly imposed on the Series 2014 Noteholder as a result of its purchase or ownership of or receipt of interest from such Series 2014 Note (including any tax liability resulting from disallowance or limitation on any deductions, credits or other tax benefits), all on an annualized basis, divided by: (b) the outstanding principal amount held by the Series 2014 Noteholder. Unless the Series 2014 Noteholder shall otherwise determine (as, for example, in the case of an alternative minimum tax), the income is subject to taxation at a rate applicable to the highest bracket of corporate income. If the Series 2014 Noteholder is a member of a consolidated corporate tax filing, determination of the effect on After-Tax Yield shall be made on a consolidated basis unless the Series 2014 Noteholder shall deem a different basis to more accurately reflect the impact of such change in tax treatment. "Bond Resolution" shall mean Resolution No. 09-190 of the Board, adopted December 17, 2009. 1 Packet Pg. 753  "Bonds" shall mean those bonds issued pursuant to the Bond Resolution, including the Outstanding Bonds. "Business Day" shall mean, with respect to Interest Periods applicable to the LIBOR Rate, a day on which the Holder is open for business and on which dealings in U.S. dollar deposits are carried on in the London Inter-Bank Market. "Default Rate" shall mean the lesser of 18% per annum or the maximum rate allowed by law. "Determination of Taxability" shall mean the occurrence after the date of issuance of the Series 2014 Note of a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on all or a portion of the Series 2014 Note is or was includable in the gross income of the Series 2014 Noteholder for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the County has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of the Series 2014 Noteholder, and until the conclusion of any appellate review, if sought. A Determination of Taxability does not include and is not triggered by a change in law by Congress that causes the interest to be includable under the Series 2014 Noteholder's gross income. Upon the occurrence of a Determination of Taxability the interest rate on the Series 2014 Note shall be adjusted to assure the Series 2014 Noteholder's receipt of the After-Tax Yield. "Event of Default" shall mean any Event of Default specified in Section 6.01 of this Resolution. "Interest Period" shall mean a period of one (1) calendar month, provided that (i) the initial Interest Period shall be less than one month, based on the initial funding date of August 21, 2014, and (ii) no Interest Period shall extend beyond the Maturity Date. "Interest Rate Determination Date" shall mean August 1, 2014 and the first Business Day of each calendar month thereafter. "Interest Rate" means the LIBOR Rate plus 1.30% x 68%. Notwithstanding the foregoing, (i) after a Determination of Taxability the Interest Rate shall be the Taxable Rate, and (ii) after and during the continuance of and Event of Default, the Interest Rate shall be the Default Rate. "LIBOR Rate" shall mean that rate per annum effective on any Interest Rate Determination Date which is equal to the quotient of: (i) the rate per annum equal to the offered rate for deposits in U.S. dollars for a one (1) month period, which rate appears on that page of Reuters reporting service, or such similar service as determined by the Holder, that displays ICE Benchmark Administration ("ICE") (or any successor thereto if ICE is no longer making a 2 Packet Pg. 754  London Interbank Offered Rate available) interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) Business Days prior to the Interest Rate Determination Date; provided, that if no such offered rate appears on such page, the rate used for such Interest Period will be the per annum rate of interest determined by the Holder to be the rate at which U.S. dollar deposits for the Interest Period are offered to the Holder's affiliate bank in the London Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which is two (2) Business Days prior to the Interest Rate Determination Date, divided by (ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which the Holder's affiliate bank is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of Governors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities" under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage. "Maturity Date" shall mean, with respect to the Series 2014 Note, the date specified in the Series 2014 Note, as set forth in Section 2.01 hereof and in the form set forth in Section 2.07 hereof. "Non-Ad Valorem Funds" shall mean all revenues of the County derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein, but only after provision has been made by the County for the payment of all essential or legally mandated services. "Non-Usage Fee" shall mean that fee, payable by the County to the Holder on the first day of each month, computed as of the last day of the prior month by multiplying 0.20% (20 basis points) times the difference between (a) $__________ and (b) the aggregate amount of all amounts drawn by the County pursuant to Section 2.02 hereof. "Note Construction Fund" shall mean the Okaloosa County, Florida Sales Tax Bond Anticipation Note Construction Fund established pursuant to Section 4.03 hereof. "Note Debt Service Fund" shall mean the Okaloosa County, Florida Subordinate Sales Tax Revenue Note Debt Service Fund established pursuant to Section 4.04 hereof. "Outstanding Bonds" shall mean the County's Sales Tax Revenue Bonds, Series 2009A and Taxable Sales Tax Revenue Bonds, Series 2009B (Direct Payment – Build America Bonds). "Paying Agent" shall mean, with respect to the Series 2014 Note, the Clerk. "Pledged Revenues" shall mean (1) the proceeds of the sale of the County's proposed Series 2014 Bonds, (2) the Sales Tax Revenues, and (3) until applied in accordance with the 3 Packet Pg. 755 provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder. "Project" or "Projects" shall mean the planning, design, development, acquisition, construction, equipping and maintenance of certain improvements and public facilities in the County, including the costs associated therewith financed or refinanced from the proceeds of the Series 2014 Note, as set forth in Exhibit A attached hereto or by a Supplemental Resolution. "Redemption Price" shall mean, with respect to the Note, the principal amount or portion thereof, plus accrued interest through the date of payment. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Sales Tax Revenues" shall mean amounts received by the County derived from the half-cent sales tax imposed pursuant to Chapter 218, Part VI, Florida Statutes, and distributed to the County. "Series 2014 Bonds" means the County's Sales Tax Revenue Bonds, Series 2014, to be issued pursuant to the Bond Resolution. "Series 2014 Note" shall mean the County's Sales Tax Bond Anticipation Note, Series 2014, issued pursuant to the Resolution. The Series 2014 Note shall constitute "Subordinate Indebtedness" under the Bond Resolution. "Series 2014 Noteholder" or "Holder" shall mean STI Institutional & Government, Inc., and its successors and assigns. "Supplemental Resolution" shall mean any resolution of the County amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01 hereof. "Tax Certificate" shall have the meaning ascribed thereto in Section 4.06 hereof. "Taxable Rate" shall mean such rate as shall produce the same After-Tax Yield to the Series 2014 Noteholder as existed prior to a Determination of Taxability. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term and "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. 4 Packet Pg. 756  SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2014 Note by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the County with the Holder from time to time of the Series 2014 Note, and shall be deemed to be and shall constitute a contract between the County and the Holder from time to time of the Series 2014 Note. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The County desires to finance certain capital costs associated with the Projects. (B) The Sales Tax Revenues are not pledged or encumbered in any manner, except with respect to the Outstanding Bonds. (C) The principal of, Redemption Price, if applicable, and interest on the Series 2014 Note shall be paid from the Pledged Revenues; provided that the lien thereon with respect to the Sales Tax Revenues shall be on a subordinate basis to the Outstanding Bonds. The County shall never be required to use any ad valorem taxes for the payment of the Series 2014 Note. The Series 2014 Note shall not constitute a direct obligation of the County or a pledge of its faith and credit, nor shall the Series 2014 Noteholder have any lien or encumbrance on any property in the County other than the Pledged