Okaloosa County BOCC — August 19, 2014 — reading text

applicable due date, such delinquent amounts shall accrue interest at the Default Rate until fully paid. (f) If any adjustments made to the interest rate on the Series 2014 Note pursuant to the terms of this Section shall cause such interest rate to be in violation of the maximum interest rate provisions of Section 215.84, Florida Statutes, the Series 2014 Note shall be subject to mandatory redemption within 30 days thereof, upon notice from the Series 2014 Noteholder or its assigns to redeem the Series 2014 Note. SECTION 2.07. NON-USAGE FEE. The County shall pay to the Series 2014 Noteholder, solely from the Pledged Revenues, the amount of the Non-Usage Fee due on the first day of each month. SECTION 2.08. FORM OF SERIES 2014 NOTE. The text of the Series 2014 Note shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chairman prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Series 2014 Note and the County's delivery of the Series 2014 Note to the purchaser or purchasers thereof): 9 Packet Pg. 761 No. R-1 $_________ UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA SALES TAX BOND ANTICIPATION NOTE SERIES 2014 Interest Rate Date of Issuance Principal Sum Maturity Date As described below August 21, 2014 $________ December 31, 2014 KNOW ALL MEN BY THESE PRESENTS that Okaloosa County, Florida (the "County"), for value received, hereby promises to pay, in the manner provided herein, to STI Institutional & Government, Inc., as registered owner, or registered assigns, the Principal Sum of ____________________________________ DOLLARS, solely from the Pledged Revenues (hereinafter defined) and to pay interest on the portion of such principal amount advanced hereunder from the date or dates proceeds of this Note are drawn down pursuant to the Resolution (as hereinafter defined), or from the most recent date to which interest has been paid at the Interest Rate per annum provided herein (subject to adjustment as hereinafter provided) on the first day of each month, commencing September 1, 2014, and on the Maturity Date set forth above, together with all other amounts required to be paid to the registered owner hereof under the terms of the Resolution hereinafter referred to until such principal amount shall have been paid. The principal sum hereof shall be payable on the Maturity Date. Such principal sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note shall bear interest at the Interest Rate, as defined in the Resolution, on the basis of a 360-day year for the actual number of days in the calculation period. The interest rate on this Note is subject to further adjustment upon a Determination of Taxability or an Event of Default (each as defined in the Resolution), all as set forth in the Resolution. All payments made by the County hereon shall apply first to accrued interest, and then to the principal amount due on the Note. Both principal of and interest on this Note are payable in lawful money of the United States of America by check or draft of the Paying Agent appointed by the County to the owner of record as such owner shall appear in the registration books of the County on the 15th day of the month prior to such payment date. The final payment of principal of and interest on this Note shall be payable, upon presentation, at the office of the Paying Agent appointed by the County. Notwithstanding the foregoing, as long as STI Institutional & Government, Inc. is the Registered Holder of this Note, all payments shall be made by ACH Direct Debit from a SunTrust Bank account designated by the County. If a payment date for this Note is not a business day, such 10 Packet Pg. 762 payment date shall be the next succeeding business day, with interest accruing at the interest rate then due hereon until payment is made. This Note is issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Chapter 218, Part VI, Florida Statutes, and other applicable provisions of law, a Resolution duly adopted by the Board of County Commissioners of the County on August 19, 2014 (the "Resolution"), as such resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution. Any term used in this Note not otherwise defined shall have the meaning ascribed to such term in the Resolution. This Note is being issued to finance or refinance the costs of acquiring and constructing the Projects described in the Resolution. This Note is secured by and shall be payable from the Pledged Revenues as described in the Resolution. Notwithstanding any provision of this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. In the event the maturity of this Note is accelerated or prepaid in accordance with the provisions hereof, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of the nonusurious interest allowed by the laws of the State of Florida or the United States to the extent applicable, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be canceled automatically as of the date of such acceleration, or, if theretofore paid, shall be credited on the principal amount of the Note unpaid, but such crediting shall not cure or waive any default under the Resolution. The County may prepay this Note as a whole, at any time, by paying to the registered owner hereof all of the Principal Sum of the Note, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the County in a written notice delivered to the registered owner hereof not less than five (5) days prior thereto. Notice having been given as aforesaid, the Principal Sum of the Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid (i) in case the entire unpaid balance of the principal of the Note is to be paid, upon presentation and surrender of such Note at the office of the Paying Agent, and (ii) in case only part of the unpaid balance of principal of the Note is to be paid, upon presentation of such Note at the office of the Paying Agent for notation thereon of the amount of principal and interest on such Note then paid (except as described above if STI Institutional & Government, Inc. is the owner of this Note, no such presentment shall be required). If on the prepayment date moneys for the payment of the principal amount to be prepaid on such Note, together with interest to the prepayment date on such principal amount, shall have been paid to the Paying Agent as above 11 Packet Pg. 763 provided and if notice of prepayment shall have been given to the Paying Agent as above provided, then from and after the prepayment date interest on such principal amount of such Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Resolution. This Note, when delivered by the County pursuant to the terms of the Resolution, shall not be or constitute an indebtedness of the County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Revenues, as provided in the Resolution. The registered owner hereof shall never have the right to compel the exercise of the ad valorem taxing power of the County or the State, or taxation in any form of any property therein to pay this Note or the interest thereon. Upon the occurrence of an Event of Default relating to this Note, the Principal Sum of this Note may become or be declared due and payable before the Maturity Date in the manner, with the effect and subject to the conditions set forth in the Resolution. The registered owner shall also have such other remedies as described in the Resolution. If this Note shall be declared to be immediately due and payable or any amounts due on the Note shall remain unpaid on the tenth (10th) day following the Maturity Date, the Note shall bear interest at the Default Rate (as defined in the Resolution) until all amounts then due under the Note are paid in full. The County hereby waives demand, protest and notice of dishonor. 12 Packet Pg. 764  IN WITNESS WHEREOF, the Board of County Commissioners of Okaloosa County, Florida has issued this Note and has caused the same to be executed by the manual or facsimile signature of its Chairman, its official seal or a facsimile thereof to be affixed or reproduced hereon, and countersigned and attested to by the manual or facsimile signature of its Clerk, all as of the 21st day of August, 2014. OKALOOSA COUNTY, FLORIDA (SEAL) Chairman ATTESTED AND COUNTERSIGNED: Clerk 13 Packet Pg. 765  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 Note and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment a member firm of the New York Stock