Okaloosa County BOCC — October 2, 2012 — reading text

NOTICE OF DEFAULT..................................................................... 43 SECTION 8.03. REMEDIES ON DEFAULT............................................................... 43 SECTION 8.04. ATTORNEY'S FEES AND OTHER EXPENSES ............................. 44 SECTION 8.05. APPLICATION OF MONEYS .......................................................... 44 SECTION 8.06. NO REMEDY EXCLUSIVE; WAIVER, NOTICE ........................... 44 SECTION 8.07. ASSIGNMENT TO BANK ................................................................ 45 ARTICLE IX EXCESS FUNDS SECTION 9.01. EXCESS FUNDS................................................................................ 46 ARTICLE X MISCELLANEOUS SECTION 10.01. NOTICES ............................................................................................ 47 SECTION 10.02. BINDING EFFECT ............................................................................ 48 SECTION 10.03. SEVERABILITY ................................................................................ 48 SECTION 10.04. AMENDMENTS, CHANGES AND MODIFICATIONS ................. 48 SECTION 10.05. EXECUTION IN COUNTERPARTS ................................................ 48 SECTION 10.06. APPLICABLE LAW .......................................................................... 49 SECTION 10.07. WAIVER OF JURY TRIAL ............................................................... 49 SECTION 10.08. BENEFIT OF NOTEHOLDERS; COMPLIANCE WITH INDENTURE ................................................................................. 49 SECTION 10.09. CONSENTS AND APPROVALS ...................................................... 49 SECTION 10.10. IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF COMMISSION ........................................................................ 49 SECTION 10.11. CAPTIONS ......................................................................................... 49 ii Packet Pg. 114  8.2.1.a SECTION 10.12. NO PECUNIARY LIABILITY OF COMMISSION ......................... 49 SECTION 10.13. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) HOLIDAYS ................................................................................... 50 SECTION 10.14. RIGHT OF OTHERS TO PERFORM PUBLIC AGENCY'S COVENANTS................................................................................ 50 EXHIBIT A FORM OF PUBLIC AGENCY COUNSEL'S OPINION.............. A-1 EXHIBIT B FORM OF PUBLIC AGENCY'S CERTIFICATE ........................ B-1 EXHIBIT C CREDIT FACILITY FEE CERTIFICATE ................................... C-1 EXHIBIT D FORM OF NOTE ........................................................................... D-1 EXHIBIT E AGREEMENT RE: CONTINGENCY ACCOUNT ...................... E-1 iii Packet Pg. 115  8.2.1.a LOAN AGREEMENT Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) THIS LOAN AGREEMENT (AIRPORT REVENUES), dated as of December 4, 2012 is entered into among the FLORIDA LOCAL GOVERNMENT FINANCE COMMISSION (the "Commission"), a legal entity and a public body corporate and politic created pursuant to Part I of Chapter 163, Florida Statutes (the "Interlocal Act"), and OKALOOSA COUNTY, FLORIDA (the "Public Agency"), a duly constituted political subdivision of the State of Florida (the "State") and JPMORGAN CHASE BANK, N.A. (the "Bank"), a national banking association. WHEREAS, the Commission was created for the benefit of duly constituted counties, municipalities and other public agencies as described in the Interlocal Act (collectively, the "Public Agencies"), desiring to participate in a pooled commercial paper loan program in order to obtain cost effective, short-term financing for acquiring, constructing and equipping capital improvements and for other governmental needs; and WHEREAS, the Commission has determined that there is substantial need within the State for a pooled commercial paper loan program (the "Program") which will allow loans to be made to Public Agencies in the State in order to provide funds to such Public Agencies to enable them to acquire, construct and equip capital improvements and to finance other governmental needs; and WHEREAS, the Commission is authorized under the Interlocal Act to issue its obligations to make loans in order to provide funds for such purposes; and WHEREAS, the Commission has determined that the public interest will best be served and that the purposes of the Interlocal Act can be satisfied by the Commission's issuance of commercial paper notes in order to make loans in order to provide funds to Public Agencies desiring to finance the cost of acquiring, constructing and equipping capital improvements and, to the extent permitted by the terms of this Loan Agreement, to finance other governmental needs; and WHEREAS, in furtherance of the foregoing, the Commission shall issue, from time to time, commercial paper notes to be known as "Florida Local Government Finance Commission Pooled Commercial Paper Notes" (the "Notes"), pursuant to the terms of a certain Indenture of Trust, dated as of June 6, 2011 between the Commission and the Trustee (as defined herein) (such Trust Indenture, as amended or supplemented, is referred to herein as the "Indenture"); and WHEREAS, such Notes may be issued under the Indenture as two separate series and shall be further designated as "Series A-1 (Governmental Issue)" and "Series B-1 (AMT Issue)"; and 4 Packet Pg. 116  8.2.1.a WHEREAS, pursuant to the authority of the Interlocal Act, the Commission desires to loan, from time to time, to the Public Agency such amounts as shall be Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) authorized herein in order to enable the Public Agency to finance various capital improvements and other governmental needs and to pay a pro rata share of the costs of issuing the aforementioned Notes, and the Public Agency desires to borrow various amounts from the Commission subject to the terms and conditions of and for the purposes set forth in this Loan Agreement; and WHEREAS, the Bank desires to provide its Credit Facility for credit and liquidity support for the Program; and WHEREAS, the Public Agency is authorized under and pursuant to Chapter 125, Florida Statutes, the Interlocal Act and other applicable provisions of law to enter into this Loan Agreement for the purposes set forth herein; and WHEREAS, the Commission and the Public Agency have determined that the provision of funds by the Commission to the Public Agency pursuant to the terms of this Loan Agreement and the Indenture will assist in the development and maintenance of the public welfare of the residents of the State and the areas served by the Public Agency, and shall serve a public purpose by improving the health and living conditions, and providing governmental services, facilities and programs and will promote the most efficient and economical development of such services, facilities and programs; NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: 5 Packet Pg. 117  8.2.1.a ARTICLE I DEFINITIONS Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 1.01. DEFINITIONS. Unless the context or use indicates another meaning or intent, the following words and terms as used in this Loan Agreement shall have the following meanings (or the meaning specified in the Section hereof or in the document herein referenced), and any other words and terms not otherwise defined herein which are defined in the Indenture shall have the meanings as therein defined. "Accountant" or "Accountants" means an independent certified public accountant or a firm of independent certified public accountants as to whom neither the Commission nor the Bank makes a reasonable objection. "Act" means, collectively, the Interlocal Act, Chapter 125, Florida Statutes, and all other applicable provisions of law. "Act of Bankruptcy" means a petition filed by or against the Public Agency seeking relief as a debtor under the federal bankruptcy laws or under any other similar applicable law or statute of the United States of America or of the State relating to bankruptcy or insolvency. "Actual Monthly Interest" means, with respect to all Loans of the Public Agency funded from Commercial Paper Notes of a Series, the sum of the Daily Loan Rate times the Daily Loan Balance for each actual day of the period with respect to which such calculation is made. "Additional Payments" means the payments required to be made by the Public Agency pursuant to Sections 5.02(b), 5.02(c), 5.02(d), 5.05, 6.06(e) and 8.04 of this Loan Agreement. "Adjusted One-Month LIBOR" means the sum of 2.50% plus the quotient of (1) the LIBOR on the immediately preceding Business Day for dollar deposits with a maturity equal to one-month, divided by (2) one minus the "reserve requirement" applicable to dollar deposits in the London interbank market with a maturity equal to one month. "Administration Agreement" means that certain Program Administration Agreement, dated as of June 6, 2011, between the Commission and the Administrator, as amended and supplemented from time to time. "Administrator" means the Florida Association of Counties, Inc., a Florida nonprofit corporation, or such other program administrator selected by the Commission and approved by the Bank in writing to administer the making, originating and administration of the Loans or any portion thereof and to act as the Commission's agent as set forth in the Administration Agreement.