Okaloosa County BOCC — October 2, 2012 — reading text

agreements, provisions and covenants set forth in this Loan Agreement, the Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) Commission has not obligated itself except with respect to the Trust Estate. SECTION 10.13. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day, then such payment or performance shall be made on the succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement, provided that interest on any monetary obligation hereunder shall accrue at the applicable rate to and including the date of such payment. SECTION 10.14. RIGHT OF OTHERS TO PERFORM PUBLIC AGENCY'S COVENANTS. If the Public Agency shall fail to make any payment or perform any act required to be performed hereunder, then and in each such case the Commission, the Bank, the Administrator or the Trustee or any of them, may (but shall not be obligated to) remedy such default for the account of the Public Agency and make advances for that purpose. No such performance or advance shall operate to release the Public Agency from any such default and any sums so advanced by the Commission or the Trustee shall bear interest at the Default Rate from the date of the advance until repaid as provided herein. IN WITNESS WHEREOF, the Commission has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers as of the date first above written. FLORIDA LOCAL GOVERNMENT FINANCE COMMISSION (SEAL) By: Interim Chairman Attest: Secretary-Treasurer 50 Packet Pg. 162  8.2.1.a IN WITNESS WHEREOF, the Public Agency has caused this Loan Agreement to be executed in its name with its seal hereunto affixed and attached by its duly Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) authorized officers as of the date first above written. OKALOOSA COUNTY, FLORIDA (SEAL) By: Chair Attest: By: Clerk Approved as to form and legal sufficiency: ___________________________________ County Attorney 51 Packet Pg. 163  8.2.1.a IN WITNESS WHEREOF, the Bank has caused this Loan Agreement to be executed in its name by its duly authorized officer as of the date first above written. Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) JPMORGAN CHASE BANK, N.A. By: Authorized Signatory 52 Packet Pg. 164  8.2.1.a EXHIBIT A Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) OPINION OF PUBLIC AGENCY'S COUNSEL IN CONNECTION WITH LOAN [Letterhead of Counsel to Public Agency] [Date of the Draw] Florida Local Government U.S. Bank National Association, Finance Commission as Trustee Tampa, Florida Orlando, Florida JPMorgan Chase Bank, N.A., Nabors, Giblin & Nickerson, P.A. as Letter of Credit Provider Tampa, Florida Orlando, Florida Gentlemen: I am counsel to Okaloosa County, Florida (the "Public Agency"), and have been requested by the Public Agency to give this opinion in connection with a loan in the principal amount of $_______________ (the "Loan") by the Florida Local Government Finance Commission (the "Commission") to the Public Agency of funds to finance, refinance or reimburse the cost of ___________________ (the "Project") [the Public Agency Expenses (as defined in the hereinafter defined Loan Agreement] pursuant to the terms and conditions of the Loan Agreement (Airport Revenues), dated as of ___________, 2012 (the "Loan Agreement"), among the Commission, the Public Agency and JPMorgan Chase Bank, N.A. In this connection, I have reviewed such records, certificates and other documents as I have considered necessary or appropriate for the purposes of this opinion, including Chapter 125, Florida Statutes, Chapter 163, Florida Statutes, and other applicable provision of law, the relevant resolutions or ordinances adopted by the Board of County Commissioners of the Public Agency approving the Loan (collectively, the "Resolution"), the Loan Agreement and the Trust Indenture, dated as of June 6, 2011, (the "Indenture"), between the Commission and U.S. Bank, National Association, as Trustee. Based on such review and such investigation as I have deemed necessary and such other consideration of law and fact as I believe to be relevant, I am of the opinion that: A-1 Packet Pg. 165  8.2.1.a 1. The Public Agency is a duly constituted political subdivision of the State of Florida ("State"), validly existing and in good standing under the laws of the State, is not Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) in violation of any provision of law material to the transactions contemplated by the Loan Agreement and the Loan, and has all requisite power and authority to execute and deliver the Loan Agreement and the Loan Note or Notes (as defined in the Loan Agreement) related to the Project [Public Agency Expenses], to enter into the Loan and to acquire, construct and equip the Project [finance the Public Agency Expenses]. 2. No approval, authorization, consent or other order of any governmental entity or of any court, public board or body (other than those already obtained), and no approving referendum of the qualified electors of the Public Agency, is legally required for the Public Agency to enter into and perform its obligations under the Loan Agreement and the Loan Note related to the Project [Public Agency Expenses]. 3. The Public Agency has the requisite power to acquire, construct and equip the Project [finance the Public Agency Expenses] and to enter into the Loan Agreement and the Loan and has duly authorized the execution and delivery of the Loan Agreement and the Loan Note related to the Project [Public Agency Expenses] and receipt of the Loan. The Public Agency is duly authorized to use the proceeds of the Loan to finance, refinance or reimburse the costs of acquiring, constructing and equipping the Project [finance the Public Agency Expenses]. 4. The Loan Agreement creates a valid pledge of and lien upon the Designated Revenues (as defined in the Loan Agreement). 5. Neither the execution and delivery of the Loan Agreement, receipt of the Loan nor the consummation of the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and conditions of the Loan Agreement conflicts with or results in a breach of any of the terms, conditions or provisions of the Constitution or laws of the State (including any limit on indebtedness), or any corporate restriction or any agreement, instrument or governmental or court order to which the Public Agency is now a party or by which it is bound or constitutes a default under any of the foregoing. 6. The Public Agency has obtained all permits and approvals required by any court, governmental body or officer for the execution and delivery of the Loan Agreement and the Loan Note related to the Project [Public Agency Expenses] and receipt of the Loan; the Public Agency has complied with any applicable provisions of law requiring any notification, declaration, filing or registration with any court, governmental body or officer in connection with the execution, delivery and performance of the Loan Agreement, the Loan Note related to the Project [Public Agency Expenses] and the Loan. 7. The Loan Agreement and the Loan Note related to the Project [Public Agency Expenses] have been duly and validly authorized, executed and delivered, are in A-2 Packet Pg. 166  8.2.1.a full force and effect, and each is a valid and legally binding obligation of the Public Agency, enforceable in accordance with its respective terms, except to the extent that the Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) enforceability thereof may be limited by laws relating to the bankruptcy or insolvency of the Public Agency or other similar laws affecting creditors' rights generally or by general principles of equity. 8. To the best of my knowledge (based upon due inquiry and investigation), there is no litigation or legal or governmental action, proceeding, inquiry or investigation pending or threatened by judicial or governmental authorities to which the Public Agency is a party or any property of the Public Agency is subject, which, if determined adversely to the Public Agency, would individually or in the aggregate (a) adversely affect the validity or the enforceability of the Loan Agreement, the Loan Note related to the Project [Public Agency Expenses] or the Loan, (b) otherwise materially and adversely affect the ability of the Public Agency to comply with its obligations under the Loan Agreement or the Loan Note related to the Project [Public Agency Expenses], or (c) materially and adversely affect the acquisition, construction and equipping of the Project [financing of the Public Agency Expenses]. 9. The Public Agency is subject to suit in a court of competent jurisdiction by