Okaloosa County BOCC — August 19, 2014 — reading text

must correspond with the name of the Exchange or a commercial Series 2014 Registered Holder as it appears upon the face Noteholder or trust company. of the within Note in every particular, without alteration of enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 14 Packet Pg. 766  ARTICLE III REDEMPTION OF NOTE SECTION 3.01. NOTICE OF REDEMPTION. Except as otherwise provided herein, notice of any redemption, which shall specify the principal amount of the Series 2014 Note to be redeemed and the date and place for redemption, shall be mailed first class, postage prepaid, at least five (5) days prior to the redemption date to the Holder of the Series 2014 Note at the address appearing on the registration books kept by the Registrar. SECTION 3.02. PAYMENT OF REDEEMED NOTE. Notice having been given as aforesaid, the principal sum of the Series 2014 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 Series 2014 Note is to be paid, upon presentation and surrender of such Series 2014 Note at the office of the Paying Agent, and (ii) in case only part of the unpaid balance of principal of the Series 2014 Note is to be paid, upon presentation of such Series 2014 Note at the office of the Paying Agent for notation thereon of the amount of principal and interest on such Series 2014 Note then paid. (Notwithstanding the foregoing, as long as STI Institutional & Government, Inc. is the owner of the Series 2014 Note, any such payment shall be made via an ACH Direct Debit from a SunTrust Bank account designated by the County). If on the prepayment date moneys for the payment of the principal amount to be prepaid on such Series 2014 Note, together with interest to the prepayment date on such principal amount, shall have been paid to the registered owners thereof as above provided and if notice of prepayment shall have been given to the registered owners thereof as above provided, then from and after the prepayment date interest on such principal amount of such Series 2014 Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Series 2014 Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Resolution. SECTION 3.03. PERMITTED AND REQUIRED REDEMPTIONS OF THE SERIES 2014 NOTE. (A) The Series 2014 Note shall be subject to optional redemption on any date, in whole but not in part, at a price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date. (B) The Series 2014 Note shall be subject to mandatory redemption in whole, at a price equal to the Redemption Price, upon the occurrence of the circumstances described in Section 2.06(d) hereof. 15 Packet Pg. 767  ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF SECTION 4.01. SERIES 2014 NOTE NOT TO BE INDEBTEDNESS OF COUNTY. The Series 2014 Note shall not be or constitute a general obligation or indebtedness of the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely as herein provided. The Holders from time to time of the Series 2014 Note shall never have the right to compel the exercise of any ad valorem taxing power of the County, or taxation in any form on any property therein to pay the Series 2014 Note or interest thereon. The Series 2014 Note is a special and limited obligations payable as to principal and interest from the Pledged Revenues. SECTION 4.02. SECURITY FOR SERIES 2014 NOTE. The Series 2014 Note shall be secured by the Pledged Revenues. The County does hereby irrevocably pledge and grant a lien upon the Pledged Revenues to secure the payment of the principal of and interest on the Series 2014 Note in accordance with the provisions hereof. The pledge of and lien on such Pledged Revenues shall attach with respect to the Series 2014 Note at the time it is made. The pledge of and lien on the Sales Tax Revenues, which forms a part of the Pledged Revenues, is junior and subordinate to the lien thereon of the Outstanding Bonds. SECTION 4.03. NOTE CONSTRUCTION FUND. The County covenants and agrees to establish a special fund to be known as the "Okaloosa County, Florida Sales Tax Bond Anticipation Note Construction Fund," which shall be used only for payment of the Cost of the Projects. Moneys in the Note Construction Fund, until applied in payment of any item of the cost of a Project in the manner hereinafter provided, shall be held in trust by the County, and shall be subject to a lien and charge in favor of the Holder of the Series 2014 Note. The proceeds of insurance maintained against physical loss of or damage to any Project, or the contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the Note Construction Fund. The County covenants that the acquisition, construction and installation of each Project, will be completed without delay and in accordance with sound engineering practices. The County shall make disbursements or payments from the Note Construction Fund to pay the costs of the Projects. The County shall keep records of such disbursements and payments and shall retain all such records for the time periods required by State law. Notwithstanding any of the other provisions of this Section 4.03, to the extent that other moneys are not available therefor, amounts in the Note Construction Fund shall be applied to the payment of principal and interest on the Series 2014 Note, when due. The date of completion of acquisition and construction of each Project shall be determined by the County Administrator, who shall certify such fact in writing to the Board. 16 Packet Pg. 768 Promptly after the date of the completion of each Project, and after paying or making provisions for the payment of all unpaid items of the cost of such Project, the County shall use any balance of moneys remaining in the Note Construction Fund for prepayment of the Series 2014 Note. SECTION 4.04. DEBT SERVICE FUND. The County covenants and agrees to establish a special fund with respect to the Series 2014 Note and Projects to be known as the "Note Sales Tax Debt Service Fund". Moneys in the aforementioned fund, until applied in accordance with the provisions hereof, shall be held in trust for and be subject to a lien and charge in favor of the Holder. SECTION 4.05. APPLICATION OF SALES TAX REVENUES. All Sales Tax Revenues shall be deposited, as received, into the Revenue Fund established under the Bond Resolution. In accordance with Section 4.05(A)(4) of the Bond Resolution, the County will apply Sales Tax Revenues available after required payments under the Bond Resolution for deposit to the Note Debt Service Fund to pay amounts due and owing on the Series 2014 Note on the succeeding Interest Date. SECTION 4.06. ARBITRAGE REBATE. The County covenants and agrees to cause to be transferred to a separate account held outside the lien of this Resolution such amounts as shall be required to make timely rebate payments to the United States government as described below. Amounts transferred pursuant to the preceding sentence shall be held in trust by the County and used solely to make required rebates to the United States, and the Holder from time to time of the Series 2014 Note shall have no right to have the same applied for debt service on the Series 2014 Note. The County agrees to undertake all actions required of it in its Certificates as to Arbitrage and Certain Other Tax Matters, dated the date of issuance of the Series 2014 Note (the "Tax Certificate"), as well as any successor Tax Certificate thereto, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be transferred as described above; (B) depositing the amount determined in clause (A) above in the separate account as described above; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the rebate account and any other legally available moneys of the County such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.06 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with "gross proceeds" of the Series 2014 Note (as defined in the Code). The provisions of the above-described Tax Certificate may be amended from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. 17 Packet Pg. 769  SECTION 4.07. INVESTMENTS. The Note Construction Fund and the Note Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Note Construction Fund and the Note Debt Service Fund may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed. Any and all income received by the County from the investment of moneys in the Note Construction Fund and the Note Debt Service Fund shall be retained in such respective Fund. All investments shall be valued at amortized cost. Nothing contained in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. SECTION 4.08. SEPARATE ACCOUNTS. The moneys required to be accounted for in each of the foregoing funds and accounts established herein may be deposited in a single bank account, and funds allocated to the various funds and accounts established herein may be invested in a common investment pool; provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds and accounts as herein provided. The designation and establishment of the various funds and accounts in and by this