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

shall be executed in the name of the County with the manual or facsimile signature of the Chairman and the Clerk and the official seal of the County shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed the Series 2014 Note or whose facsimile signature shall appear thereon shall cease to be such officer of the County before the Series 2014 Note so signed and sealed has been actually sold and delivered, such Series 2014 Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Series 2014 Note had not ceased to hold such office. The Series 2014 Note may be signed and sealed on behalf of the County by such person who at the actual time of the execution of such Series 2014 Note shall hold the proper office of the County, although at the date of the Series 2014 Note such person may not have held such office or may not have been so authorized. The County may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Series 2014 Note shall be actually sold and delivered. SECTION 2.04. SERIES 2014 NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case the Series 2014 Note shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver a new Series 2014 Note, in exchange and substitution for such mutilated Note upon surrender and cancellation of such mutilated Note or in lieu of and substitution for the Note destroyed, stolen or lost, and upon the Holder furnishing the County proof of his ownership thereof and indemnity satisfactory to the County, and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur. The Series 2014 Note so surrendered or otherwise substituted shall be canceled by the Registrar. If the Series 2014 Note shall have matured or been called for redemption or be about to mature or be called for redemption, instead of issuing a substitute Series 2014 Note, the County may pay the same or cause the Series 2014 Note to be paid, upon being indemnified as aforesaid, and if the Series 2014 Note be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2014 Note issued pursuant to this Section 2.04 shall constitute an original, additional contractual obligation on the part of the County whether or not the lost, stolen or destroyed Series 2014 Note be at any time found by anyone. SECTION 2.05. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. The Series 2014 Note may not be transferred except in whole. Further, the transfer of the Series 2014 Note shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, finance or leasing company, or insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State. 7  SECTION 2.06. ADJUSTMENTS TO INTEREST RATE. (a) The interest rate on the Series 2014 Note shall be subject to further adjustment as described in this Section. Any adjustments shall be payable only after the Series 2014 Noteholder or its assigns has provided the County written notice of such adjustments. (b) In the event of a Determination of Taxability, the interest rate on the Series 2014 Note shall be changed to the Taxable Rate effective retroactively to the date on which such Determination of Taxability was made. Immediately upon a Determination of Taxability, the County agrees to pay the Series 2014 Noteholder subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (A) interest on the Series 2014 Note for the period commencing on the date on which the interest on such Note (or portion thereof) loses its tax-exempt status and ending on the earlier of the date such Note ceased to be Outstanding or such adjustment is no longer applicable to such Note (the "Taxable Period") at a rate per annum equal to the Taxable Rate as adjusted from time to time on the same dates and in the same manner as the interest rate on such Note was or would be adjusted pursuant to the provisions of the Note, and (B) the aggregate amount of interest payable on such Note for the Taxable Period under the provisions of such Note, plus (ii) any penalties, interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) paid or payable by the Series 2014 Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. (c) The above adjustments shall be cumulative, but in no event shall the interest rate on the Series 2014 Note exceed the maximum rate permitted by law. The above adjustments to the interest rate on the Series 2014 Note shall be effective on the effective date of the applicable change in the tax laws or regulations or the Determination of Taxability, as applicable. Interest on the Series 2014 Note and all other tax rates and interest rates are expressed as annual rates. However, proper partial adjustment shall be made if the tax law change is effective after the first day of the Series 2014 Note's tax year or if interest on the Series 2014 Note does not accrue for the entire tax year of the Series 2014 Noteholder. Adjustments which create a circular calculation because the interest rate on the Series 2014 Note is affected by the calculation shall be carried out sequentially, increasing the interest rate on the Note accordingly in each successive rate on the Note, until the change in the interest rate on the Series 2014 Note caused by the next successive calculation of the adjustment is de minimis. (d) To the extent an adjustment to the interest rate on the Series 2014 Note is not effected within three (3) months of the event giving rise to the adjustment, the additional interest due as a result of such adjustment shall be paid with interest thereon compounded monthly at the rate which is equal to the interest rate on the Series 2014 Note. All unpaid amounts determined to be owing as a result of such calculation shall be due and payable within ten (10) days after delivery of notice of the amount of such adjustment, and shall be paid to the Series 2014 Noteholder of record during the period to which the adjustment relates. This obligation shall survive the payment of the Series 2014 Note. 8  (e) If any amounts due and payable under this Section 2.06 are not paid within 10 days of the applicable due date, such delinquent amounts shall accrue interest at the Default Rate until fully paid. (f) If any adjustments made to the interest rate on the Series 2014 Note pursuant to the terms of this Section shall cause such interest rate to be in violation of the maximum interest rate provisions of Section 215.84, Florida Statutes, the Series 2014 Note shall be subject to mandatory redemption within 30 days thereof, upon notice from the Series 2014 Noteholder or its assigns to redeem the Series 2014 Note. SECTION 2.07. NON-USAGE FEE. The County shall pay to the Series 2014 Noteholder, solely from the Pledged Revenues, the amount of the Non-Usage Fee due on the first day of each month. SECTION 2.08. FORM OF SERIES 2014 NOTE. The text of the Series 2014 Note shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chairman prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Series 2014 Note and the County's delivery of the Series 2014 Note to the purchaser or purchasers thereof): 9 No. R-1 $_________ UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA SALES TAX BOND ANTICIPATION NOTE SERIES 2014 Interest Rate Date of Issuance Principal Sum Maturity Date As described below August 21, 2014 $________ December 31, 2014 KNOW ALL MEN BY THESE PRESENTS that Okaloosa County, Florida (the "County"), for value received, hereby promises to pay, in the manner provided herein, to STI Institutional & Government, Inc., as registered owner, or registered assigns, the Principal Sum of ____________________________________ DOLLARS, solely from the Pledged Revenues (hereinafter defined) and to pay interest on the portion of such principal amount advanced hereunder from the date or dates proceeds of this Note are drawn down pursuant to the Resolution (as hereinafter defined), or from the most recent date to which interest has been paid at the Interest Rate per annum provided herein (subject to adjustment as hereinafter provided) on the first day of each month, commencing September 1, 2014, and on the Maturity Date set forth above, together with all other amounts required to be paid to the registered owner hereof under the terms of the Resolution hereinafter referred to until such principal amount shall have been paid. The principal sum hereof shall be payable on the Maturity Date. Such principal sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note shall bear interest at the Interest Rate, as defined in the Resolution, on the basis of a 360-day year for the actual number of days in the calculation period. The interest rate on this Note is subject to further adjustment upon a Determination of Taxability or an Event of Default (each as defined in the Resolution), all as set forth in the Resolution. All payments made by the County hereon shall apply first to accrued interest, and then to the principal amount due on the Note. Both principal of and interest on this Note are payable in lawful money of the United States of America by check or draft of the Paying Agent appointed by the County to the owner of record as such owner shall appear in the registration books of the County on the 15th day of the month prior to such payment date. The final payment of principal of and interest on this Note shall be payable, upon presentation, at the office of the Paying Agent appointed by the County. Notwithstanding the foregoing, as long as STI Institutional & Government, Inc. is the Registered Holder of this Note, all payments shall be made by ACH Direct Debit from a SunTrust Bank account designated by the County. If a payment date for this Note is not a business day, such 10 payment date shall be the next succeeding business day, with interest accruing at the interest rate then due hereon until payment is made. This Note is issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Chapter 218, Part VI, Florida Statutes, and other applicable provisions of law, a Resolution duly adopted by the Board of County Commissioners of the County on August 19, 2014 (the "Resolution"), as such resolution may be