Okaloosa County BOCC — August 19, 2014 — reading text

Revenues. (D) Due to the present volatility of the market for tax-exempt obligations such as the Series 2014 Note and the complexity of the transactions relating to such Note, it is in the best interest of the County to sell the Series 2014 Note by a negotiated sale, allowing the County to enter the market at the most advantageous time and conditions, thereby permitting the County to obtain the best possible price and interest rate for the Series 2014 Note. The County acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with the negotiated sale of the Series 2014 Note. A copy of the disclosure statement provided by the Series 2014 Noteholder containing the aforementioned information has been provided under separate cover to the County. SECTION 1.05. AUTHORIZATION OF PROJECTS. The County hereby authorizes the implementation of the Projects. 5 Packet Pg. 757  ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2014 NOTE SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF SERIES 2014 NOTE; THE SERIES 2014 NOTE. This Resolution creates indebtedness of the County to be designated as its "Okaloosa County, Florida, Sales Tax Bond Anticipation Note, Series 2014," issued in the aggregate principal amount of $_________. The Series 2014 Note is issued for the principal purposes of financing the cost of the Projects and paying certain costs of issuance incurred with respect to the Series 2014 Note. The Series 2014 Note shall be in the form of one registered Series 2014 Note in the principal amount of $_________, which shall be dated August 21, 2014 and mature on December 31, 2014, shall be issued in fully registered form and shall bear interest from August 21, 2014. The Series 2014 Note shall be issued in the denomination of $_________. Interest on the Series 2014 Note shall accrue on the amounts drawn by the County pursuant to Section 2.02 hereof from the times drawn to the maturity date thereof at the Interest Rate, computed based on an actual/360-day year, subject to further adjustment from time to time as set forth in Section 2.06 hereof, and shall be payable on first day of each month, commencing September 1, 2014, and on the Maturity Date. Principal on the Series 2014 Note shall be payable on the Maturity Date. If the Series 2014 Note shall be declared due and payable or any amount due on the Series 2014 Note shall remain unpaid following the Maturity Date, the Series 2014 Note shall bear interest at the Default Rate until all amounts then due under the Series 2014 Note are paid in full. The Series 2014 Note shall be payable as to interest and principal by check or draft of the Paying Agent, mailed to the owner of record thereof, as such owner shall appear on the registration books of the County on the 15th day of the month prior to such interest payment date. The final payment of principal of and interest on the Series 2014 Note shall be payable at the office of the Paying Agent, upon presentation and surrender of such Series 2014 Note on the maturity date thereof, or if such maturity date is a Saturday, Sunday or holiday, on the next succeeding business day, with interest accruing at the interest rate then due until payment is made. Notwithstanding the foregoing, as long as STI Institutional & Government, Inc. is the owner of the Series 2014 Note, principal and interest payments shall be made via an ACH Direct Debit from a SunTrust Bank account designated by the County. Principal of and interest on the Series 2014 Note shall be payable in any coin or currency of the United States of America which, on the date of payment, are legal tender for the payment of public and private debts. SECTION 2.02. APPLICATION OF SERIES 2014 NOTE PROCEEDS. The proceeds derived from the sale of the Series 2014 Note, shall be drawn down from time to time, upon a Draw Certificate submitted to the Holder in the form attached hereto as Exhibit B, and deposited into the Note Construction Fund to pay the Costs of the Projects, including costs of issuance of the Series 2014 Note. Amounts drawn down may not be redrawn, regardless of payments made on the Series 2014 Note. 6 Packet Pg. 758  SECTION 2.03. EXECUTION OF SERIES 2014 NOTE. The Series 2014 Note shall be executed in the name of the County with the manual or facsimile signature of the Chairman and the Clerk and the official seal of the County shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed the Series 2014 Note or whose facsimile signature shall appear thereon shall cease to be such officer of the County before the Series 2014 Note so signed and sealed has been actually sold and delivered, such Series 2014 Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Series 2014 Note had not ceased to hold such office. The Series 2014 Note may be signed and sealed on behalf of the County by such person who at the actual time of the execution of such Series 2014 Note shall hold the proper office of the County, although at the date of the Series 2014 Note such person may not have held such office or may not have been so authorized. The County may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Series 2014 Note shall be actually sold and delivered. SECTION 2.04. SERIES 2014 NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case the Series 2014 Note shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Series 2014 Note, in exchange and substitution for such mutilated Note upon surrender and cancellation of such mutilated Note or in lieu of and substitution for the Note destroyed, stolen or lost, and upon the Holder furnishing the County proof of his ownership thereof and indemnity satisfactory to the County, and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur. The Series 2014 Note so surrendered or otherwise substituted shall be canceled by the Registrar. If the Series 2014 Note shall have matured or been called for redemption or be about to mature or be called for redemption, instead of issuing a substitute Series 2014 Note, the County may pay the same or cause the Series 2014 Note to be paid, upon being indemnified as aforesaid, and if the Series 2014 Note be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2014 Note issued pursuant to this Section 2.04 shall constitute an original, additional contractual obligation on the part of the County whether or not the lost, stolen or destroyed Series 2014 Note be at any time found by anyone. SECTION 2.05. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. The Series 2014 Note may not be transferred except in whole. Further, the transfer of the Series 2014 Note shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, finance or leasing company, or insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State. 7 Packet Pg. 759  SECTION 2.06. ADJUSTMENTS TO INTEREST RATE. (a) The interest rate on the Series 2014 Note shall be subject to further adjustment as described in this Section. Any adjustments shall be payable only after the Series 2014 Noteholder or its assigns has provided the County written notice of such adjustments. (b) In the event of a Determination of Taxability, the interest rate on the Series 2014 Note shall be changed to the Taxable Rate effective retroactively to the date on which such Determination of Taxability was made. Immediately upon a Determination of Taxability, the County agrees to pay the Series 2014 Noteholder subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (A) interest on the Series 2014 Note for the period commencing on the date on which the interest on such Note (or portion thereof) loses its tax-exempt status and ending on the earlier of the date such Note ceased to be Outstanding or such adjustment is no longer applicable to such Note (the "Taxable Period") at a rate per annum equal to the Taxable Rate as adjusted from time to time on the same dates and in the same manner as the interest rate on such Note was or would be adjusted pursuant to the provisions of the Note, and (B) the aggregate amount of interest payable on such Note for the Taxable Period under the provisions of such Note, plus (ii) any penalties, interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) paid or payable by the Series 2014 Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. (c) The above adjustments shall be cumulative, but in no event shall the interest rate on the Series 2014 Note exceed the maximum rate permitted by law. The above adjustments to the interest rate on the Series 2014 Note shall be effective on the effective date of the applicable change in the tax laws or regulations or the Determination of Taxability, as applicable. Interest on the Series 2014 Note and all other tax rates and interest rates are expressed as annual rates. However, proper partial adjustment shall be made if the tax law change is effective after the first day of the Series 2014 Note's tax year or if interest on the Series 2014 Note does not accrue for the entire tax year of the Series 2014 Noteholder. Adjustments which create a circular calculation because the interest rate on the Series 2014 Note is affected by the calculation shall be carried out sequentially, increasing the interest rate on the Note accordingly in each successive rate on the Note, until the change in the interest rate on the Series 2014 Note caused by the next successive calculation of the adjustment is de minimis. (d) To the extent an adjustment to the interest rate on the Series 2014 Note is not effected within three (3) months of the event giving rise to the adjustment, the additional interest due as a result of such adjustment shall be paid with interest thereon compounded monthly at the rate which is equal to the interest rate on the Series 2014 Note. All unpaid amounts determined to be owing as a result of such calculation shall be due and payable within ten (10) days after delivery of notice of the amount of such adjustment, and shall be paid to the Series 2014 Noteholder of record during the period to which the adjustment relates. This obligation shall survive the payment of the Series 2014 Note. 8 Packet Pg. 760  (e) If any amounts due and payable under this Section 2.06 are not paid within 10 days of the