Okaloosa County BOCC — August 19, 2014 — reading text

to become due, including declaring the entire unpaid principal amount of the Series 2014 Note to be immediately due and payable, and upon such declaration the same shall become immediately due and payable, or to enforce performance and observance of any obligation, agreement or covenant of the County under this Resolution or to enforce the lien granted hereunder on the Pledged Revenues. Any amounts due on the Series 2014 Note which shall remain unpaid on the day following the scheduled payment dates shall bear interest at the Default Rate until all amounts then due under such Note are paid in full. Nothing herein shall be deemed or construed to require the Holder to permit any cure or otherwise waive its rights hereunder to strict compliance by the County with its obligations hereunder, time being of the essence as to all such obligations. The Holder shall be entitled to its reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its rights under this Resolution after an Event of Default. 22 Packet Pg. 774  SECTION 6.03. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. If any remedial action is discontinued or abandoned, the Holder shall be restored to its former position. SECTION 6.04. WAIVER OF DEFAULT. No delay or omission of the Holder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article VI to the Holder may be exercised from time to time, and as often as may be deemed expedient. 23 Packet Pg. 775  ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTIONS. The Holder of the Series 2014 Note shall have the right, from time to time, anything contained in this Resolution other than in this Section 7.01 to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or desirable by the County for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution. If at any time the County shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.01, the Clerk shall give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to the Holder at its address as it appears on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk for inspection by the Holder. The County shall not, however, be subject to any liability to the Holder by reason of its failure to cause the notice required by this Section 7.01 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.01. Whenever the County shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holder, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the County may adopt such Supplemental Resolution in substantially such form. If the Holder at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no future Holder of the Series 2014 Note shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the County from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.01, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the County and the Holder of the Series 2014 Note shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. 24 Packet Pg. 776  ARTICLE VIII MISCELLANEOUS SECTION 8.01. DEFEASANCE. If the County shall pay or cause to be paid or there shall otherwise be paid to the Holder of the Series 2014 Note the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then the pledge of the Pledged Revenues, and all covenants, agreements and other obligations of the County to the Holder, shall thereupon cease, terminate and become void and be discharged and satisfied. The Series 2014 Note or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of the Series 2014 Note, shall be deemed to have been paid within the meaning of this Section 8.01 if (A) in case such Series 2014 Note is to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Series 2014 Note for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the County either moneys in an amount which shall be sufficient, or Defeasance Obligations, which in either case shall be verified by an independent certified public accountant to be in such amount that the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of or Redemption Price, if applicable, and interest due and to become due on said Series 2014 Note on and prior to the redemption date or maturity date thereof, as the case may be, and (C) the County shall receive an opinion of Bond Counsel to the effect that the Series 2014 Note is defeased in accordance with this Section 8.01 and, therefore, no longer Outstanding under this Resolution. Except as hereafter provided, neither the Defeasance Obligations nor any moneys so deposited with such banking institution or trust company nor any moneys received by such banking institution or trust company on account of principal of or Redemption Price, if applicable, or interest on said Defeasance Obligations shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Series 2014 Note for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption; provided, however, the County may substitute new Defeasance Obligations and moneys for the deposited Defeasance Obligations and moneys if the new Defeasance Obligations and moneys are verified by an independent certified public accountant as being sufficient to pay the principal of or Redemption Price, if applicable, and interest on the Series 2014 Note. Nothing herein shall be deemed to require the County to call the Series 2014 Note for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 8.02. SALE OF SERIES 2014 NOTE. The negotiated sale of the Series 2014 Note to STI Institutional & Government, Inc., as the initial Series 2014 Noteholder, 25 Packet Pg. 777 is hereby authorized at a price equal to 100% of the principal amount of the Series 2014 Note. In addition, the County will pay the costs of the initial Series 2014 Noteholder's counsel in connection with the closing of the Series 2014 Note, in the amount of $5,000. SECTION 8.03. NO ADVISORY OR FIDUCIARY RELATIONSHIP. In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof or of any other document in connection with the issuance of the Series 2014 Note (the "Loan Documents"), the County acknowledges and agrees, that: (a) (i) the County has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (ii) the County is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the Series 2014 Note, (iii) the initial Series 2014 Noteholder (the "Initial Holder") is not acting as a municipal advisor or financial advisor to the County and (v) the Initial Holder has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the County with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Initial Holder has provided other services or is currently providing other services to the County on other matters); (b) (i) the Initial Holder is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the County , or any other Person and (ii) the Initial Holder has no obligation to the County, with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Initial Holder may be engaged in a broad range of transactions that involve interests that differ from those of the County, and the Initial Holder has no obligation to disclose any of such interests to the County. To the fullest extent permitted by law, the County hereby waives and releases any claims that it may have against the Initial Holder with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. The County has engaged its own municipal advisor in this transaction that has legal fiduciary duties to the County. The loan is being entered into pursuant to and in reliance upon the bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 et seq, to