Okaloosa County BOCC — August 19, 2014 — Note Resolution — reading text

the Holder, that displays ICE Benchmark Administration ("ICE") (or any successor thereto if ICE is no longer making a 2  London Interbank Offered Rate available) interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) Business Days prior to the Interest Rate Determination Date; provided, that if no such offered rate appears on such page, the rate used for such Interest Period will be the per annum rate of interest determined by the Holder to be the rate at which U.S. dollar deposits for the Interest Period are offered to the Holder's affiliate bank in the London Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which is two (2) Business Days prior to the Interest Rate Determination Date, divided by (ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which the Holder's affiliate bank is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of Governors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities" under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage. "Maturity Date" shall mean, with respect to the Series 2014 Note, the date specified in the Series 2014 Note, as set forth in Section 2.01 hereof and in the form set forth in Section 2.07 hereof. "Non-Ad Valorem Funds" shall mean all revenues of the County derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein, but only after provision has been made by the County for the payment of all essential or legally mandated services. "Non-Usage Fee" shall mean that fee, payable by the County to the Holder on the first day of each month, computed as of the last day of the prior month by multiplying 0.20% (20 basis points) times the difference between (a) $__________ and (b) the aggregate amount of all amounts drawn by the County pursuant to Section 2.02 hereof. "Note Construction Fund" shall mean the Okaloosa County, Florida Sales Tax Bond Anticipation Note Construction Fund established pursuant to Section 4.03 hereof. "Note Debt Service Fund" shall mean the Okaloosa County, Florida Subordinate Sales Tax Revenue Note Debt Service Fund established pursuant to Section 4.04 hereof. "Outstanding Bonds" shall mean the County's Sales Tax Revenue Bonds, Series 2009A and Taxable Sales Tax Revenue Bonds, Series 2009B (Direct Payment – Build America Bonds). "Paying Agent" shall mean, with respect to the Series 2014 Note, the Clerk. "Pledged Revenues" shall mean (1) the proceeds of the sale of the County's proposed Series 2014 Bonds, (2) the Sales Tax Revenues, and (3) until applied in accordance with the 3 provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder. "Project" or "Projects" shall mean the planning, design, development, acquisition, construction, equipping and maintenance of certain improvements and public facilities in the County, including the costs associated therewith financed or refinanced from the proceeds of the Series 2014 Note, as set forth in Exhibit A attached hereto or by a Supplemental Resolution. "Redemption Price" shall mean, with respect to the Note, the principal amount or portion thereof, plus accrued interest through the date of payment. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Sales Tax Revenues" shall mean amounts received by the County derived from the half-cent sales tax imposed pursuant to Chapter 218, Part VI, Florida Statutes, and distributed to the County. "Series 2014 Bonds" means the County's Sales Tax Revenue Bonds, Series 2014, to be issued pursuant to the Bond Resolution. "Series 2014 Note" shall mean the County's Sales Tax Bond Anticipation Note, Series 2014, issued pursuant to the Resolution. The Series 2014 Note shall constitute "Subordinate Indebtedness" under the Bond Resolution. "Series 2014 Noteholder" or "Holder" shall mean STI Institutional & Government, Inc., and its successors and assigns. "Supplemental Resolution" shall mean any resolution of the County amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01 hereof. "Tax Certificate" shall have the meaning ascribed thereto in Section 4.06 hereof. "Taxable Rate" shall mean such rate as shall produce the same After-Tax Yield to the Series 2014 Noteholder as existed prior to a Determination of Taxability. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term and "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. 4  SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2014 Note by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the County with the Holder from time to time of the Series 2014 Note, and shall be deemed to be and shall constitute a contract between the County and the Holder from time to time of the Series 2014 Note. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The County desires to finance certain capital costs associated with the Projects. (B) The Sales Tax Revenues are not pledged or encumbered in any manner, except with respect to the Outstanding Bonds. (C) The principal of, Redemption Price, if applicable, and interest on the Series 2014 Note shall be paid from the Pledged Revenues; provided that the lien thereon with respect to the Sales Tax Revenues shall be on a subordinate basis to the Outstanding Bonds. The County shall never be required to use any ad valorem taxes for the payment of the Series 2014 Note. The Series 2014 Note shall not constitute a direct obligation of the County or a pledge of its faith and credit, nor shall the Series 2014 Noteholder have any lien or encumbrance on any property in the County other than the Pledged Revenues. (D) Due to the present volatility of the market for tax-exempt obligations such as the Series 2014 Note and the complexity of the transactions relating to such Note, it is in the best interest of the County to sell the Series 2014 Note by a negotiated sale, allowing the County to enter the market at the most advantageous time and conditions, thereby permitting the County to obtain the best possible price and interest rate for the Series 2014 Note. The County acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with the negotiated sale of the Series 2014 Note. A copy of the disclosure statement provided by the Series 2014 Noteholder containing the aforementioned information has been provided under separate cover to the County. SECTION 1.05. AUTHORIZATION OF PROJECTS. The County hereby authorizes the implementation of the Projects. 5  ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2014 NOTE SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF SERIES 2014 NOTE; THE SERIES 2014 NOTE. This Resolution creates indebtedness of the County to be designated as its "Okaloosa County, Florida, Sales Tax Bond Anticipation Note, Series 2014," issued in the aggregate principal amount of $_________. The Series 2014 Note is issued for the principal purposes of financing the cost of the Projects and paying certain costs of issuance incurred with respect to the Series 2014 Note. The Series 2014 Note shall be in the form of one registered Series 2014 Note in the principal amount of $_________, which shall be dated August 21, 2014 and mature on December 31, 2014, shall be issued in fully registered form and shall bear interest from August 21, 2014. The Series 2014 Note shall be issued in the denomination of $_________. Interest on the Series 2014 Note shall accrue on the amounts drawn by the County pursuant to Section 2.02 hereof from the times drawn to the maturity date thereof at the Interest Rate, computed based on an actual/360-day year, subject to further adjustment from time to time as set forth in Section 2.06 hereof, and shall be payable on first day of each month, commencing September 1, 2014, and on the Maturity Date. Principal on the Series 2014 Note shall be payable on the Maturity Date. If the Series 2014 Note shall be declared due and payable or any amount due on the Series 2014 Note shall remain unpaid following the Maturity Date, the Series 2014 Note shall bear interest at the Default Rate until all amounts then due under the Series 2014 Note are paid in full. The Series 2014 Note shall be payable as to interest and principal by check or draft of the Paying Agent, mailed to the owner of record thereof, as such owner shall appear on the registration books of the County on the 15th day of the month prior to such interest payment date. The final payment of principal of and interest on the Series 2014 Note shall be payable at the office of the Paying Agent, upon presentation and surrender of such Series 2014 Note on the maturity date thereof, or if such maturity date is a Saturday, Sunday or holiday, on the next succeeding business day, with interest accruing at the interest rate then due until payment is made. Notwithstanding the foregoing, as long as STI Institutional & Government, Inc. is the owner of the Series 2014 Note, principal and interest payments shall be made via an ACH Direct Debit from a SunTrust Bank account designated by the County. Principal of and interest on the Series 2014 Note shall be payable in any coin or currency of the United States of America which, on the date of payment, are legal tender for the payment of public and private debts. SECTION 2.02. APPLICATION OF SERIES 2014 NOTE PROCEEDS. The proceeds derived from the sale of the Series 2014 Note, shall be drawn down from time to time, upon a Draw Certificate submitted to the Holder in the form attached hereto as Exhibit B, and deposited into the Note Construction Fund to pay the Costs of the Projects, including costs of issuance of the Series 2014 Note. Amounts drawn down may not be redrawn, regardless of payments made on the Series 2014 Note. 6  SECTION 2.03. EXECUTION OF SERIES 2014 NOTE. The Series 2014 Note