Okaloosa County BOCC — July 7, 2015 — Irrevocable Letter of Credit No. 201101 (Original) — reading text

EXHIBIT === _PREMIER COMMUNITY Bank of the Emerald Coast FILED DON W. HOWARD i G 24 PM 1 ol CLERK OF CIRGUIT GOURT OKALOOSA COUNTY, FL. CRESTVIEW, FL. Januvary 20, 2011 Irevocable Letter of Credit #201101 Okaloosa County Board of County Commissioners Okaloosa County Courthouse - Crestview, FL 32536 Dear Sir: We hereby establish our Irrevocable Letter of Credit in your favor for the account of Willow Creek Plantation at Crestview, LLC, for a sum not to exceed Two Hundred Seven Thousand Five Hundred Seventy Three Dollars and Thirty Cents ($207,573.30). The purpose of this Irrevocable Letter of Credit is to serve as a warranting letter for the infrastructure of Willow Creek Plantation at Crestview Subdivision, Okaloosa County, Florida. Demand for payment must be in writing and must include a signed affidavit from the ' county engineer stating violations, existing at Willow Creek Plantation at Crestview ~ Subdivision, which evidencés non-compliance with county specifications and ordinances. Demand for payment must also be accompanied by Premier Community Bank of the Emerald Coast’s Original Irrevocable Letter of Credit #201101, and must be presented at our main bank facility located at 345 E. James Lee Blvd., Crestview, Florida, not later | than January 20, 2013, at 2:00PM Central Standard Time. This Irrevocable Letter of Credit is subj ect;to the Uniform Customs and Practices for Documentary Credit, as amended. This Irrevocable Letter of Credit, which is neither transferable nor assignable, will expire January 20, 2013, at 2:00PM Central Standard Time. Slnce1ely, ami Searle | Loan Officer, AVP : o wway.premierchank.com PO. Box 399 Crestview, Florida 32536 Banking with you in mind Phone: 850.683.8822 FAX: 850.683.8122 3eneficiary: Okaloosa County Board of County Commissioners QOkaloosa County Courthouse ! : RXHIBIT ‘ C_’_ Crestview, FL 32536 N NO.: 201101 EXPIRATION DATE. This letter of credit shall ekpire upon the close of business on 07-20-2014 and all drafts and accompanying statements or ments must be presented to Lender on or before that time (the “Expiration Date"). ~. JUNT OF CREDIT. Lender hereby establishes at the request and for the account of Borrower, an irrevacable Letter of Credit in favor of Beneficlary for a sum of Two Hundred Seven Thousand Five Hundred Seventy-three & 30/100 Dollars {$207,673.30) {the "Letter of Credit”}. These funds shall be made available to Beneficiary upon Lender's receipt from Beneficiary of sight drafts drawn on Lendér at Lender’s address indicated above {or other such address that Lender may provide Beneficiary in writing) during regular business hours and accompanied by the signed written statements or documents indicated below. ' WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE, IF YOU FEEL UNABLE TO MEET ANY OF ITS REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT BORROWER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY WITH ITS TERMS AS WRITTEN, . . DRAFT TERMS AND CONDITIONS. Lender shall honor drafts submitted by Beneficlary under the following terms and conditions: See Attached | \rrevocable Letter of Credit #201101 dated January 20, 2011 and as such amended as follows: New Maturity Dste of July 20, 2014 Issuer changéd from Premier Community Bank of the Emerald Coast to Summit Bank, N.A, located at 101 W 23rd Street, Panama City, Florida 32405, Upon Lender's honor of such drafts, Lender shall be fully discharged of Lender's obligations under this Letter of Credit and shall not be obligated . to make any further payments under this Letter of Credit once the full amount of credit avallable under this Letter of Cradit has been drawn, Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit once Lender has honored any draft or other document which complies strictly with this Letter of Credit, and which on its face appears otherwise in order but which Is signed, Issued, or presented by a party or under the name of a party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as Beneficiery without Beneficlary's authorization, By paying an amount demanded in accordance with this Letter of Credit, Lender makes no representation as to the correctness of the amount demanded and Lender shall not be liable to Beneficiary, or any other person, for any amount paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficlary of the proceeds of such payment. By presenting upon Lender or a conflrming bank, Beneficiary certifies that Beneficiary has not and will not present upon the other, unless and until Beneficiary meets with dishonor, Beneficlary promises to return to Lender any funds recelved by Beneficlary in excess of the Letter of Credit's maximum drawing amount, . USE RESTRICTIONS. All drafts must be marked "DRAWN UNDER SUMMIT BANK, N. A. IRREVOCABLE LETTER OF CREDIT NO. 201101 DATED 01-20-2011," and the amount of each draft shall be marked on the draft. Only Beneficlary may complete a draft and accompanying aments or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of Credit must mpany any draft drawn hereunder. : Partial draws.are not permitted under this Letter of Credit. PERWMITTED TRANSFEREES. The right to draw under this Letter of Credit shall be nontransferable, except for: A. A transfer {in its entirety, but not in part) by direct operation of law to the administrator, executor, bankruptoy trustee, receiver, liquidator, successor, or other representative at law of the orlginal Beneficiary; and B. The first immediate transfer (in iis entirety, but not in part) by such legal representative to a third party after express approval of a governmental body {judicial, administrative, or executive), TRANSFEREES REQUIRED DOCUMENTS. When the presenter Is a permitted transferee (i} by operation of law or {ii} a third party recelving transfer from a legal representative, as described above, the documents required for a draw shall include a certified copy of the one or more documents which show the presenter’s authority to claim through or to act with authority for the original Beneficiary. COMPLIANCE BURDEN. Lender is not respansible for-any impossibility or other difficuity in achleving strict compliance with the requirements of this Letter of Credit precisely as written, Beneficlary understands and acknowledges: (i} that unless and until the present wording of this Letter of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary, and (i} that Lender Is relying upon the lack of such amendment as constituting Benefictery's Initial and continued approval of such wording. NON-SEVERABILITY. [f any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and Beneficlary shall be restored to the position each would have occupled with all rights available as though this Letter of Credit had never occurred, This non-severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears within this Letter of Credit. . GOVERNING LAW, This Agresment will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Florlda without regard to its confiicts of law provisions, and except to the extent such laws are inconsistent with the 2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce, ICC Publication No. 600. This Agreement has been accepted by Lender in the State of Florida, EXPIHA:HON. Lender hsreby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to Lender on or before the Expiration Date unless otherwlse provided for above. Dated: July 6, 2012 LENDER: SUMMIT BANK, N. A, aramore, Ice President