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

such notice, (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the County either moneys in an amount which shall be sufficient, or Defeasance Obligations, which in either case shall be verified by an independent certified public accountant to be in such amount that the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of or Redemption Price, if applicable, and interest due and to become due on said Series 2014 Note on and prior to the redemption date or maturity date thereof, as the case may be, and (C) the County shall receive an opinion of Bond Counsel to the effect that the Series 2014 Note is defeased in accordance with this Section 8.01 and, therefore, no longer Outstanding under this Resolution. Except as hereafter provided, neither the Defeasance Obligations nor any moneys so deposited with such banking institution or trust company nor any moneys received by such banking institution or trust company on account of principal of or Redemption Price, if applicable, or interest on said Defeasance Obligations shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Series 2014 Note for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption; provided, however, the County may substitute new Defeasance Obligations and moneys for the deposited Defeasance Obligations and moneys if the new Defeasance Obligations and moneys are verified by an independent certified public accountant as being sufficient to pay the principal of or Redemption Price, if applicable, and interest on the Series 2014 Note. Nothing herein shall be deemed to require the County to call the Series 2014 Note for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the County in determining whether to exercise any such option for early redemption. SECTION 8.02. SALE OF SERIES 2014 NOTE. The negotiated sale of the Series 2014 Note to STI Institutional & Government, Inc., as the initial Series 2014 Noteholder, 25 is hereby authorized at a price equal to 100% of the principal amount of the Series 2014 Note. In addition, the County will pay the costs of the initial Series 2014 Noteholder's counsel in connection with the closing of the Series 2014 Note, in the amount of $5,000. SECTION 8.03. NO ADVISORY OR FIDUCIARY RELATIONSHIP. In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof or of any other document in connection with the issuance of the Series 2014 Note (the "Loan Documents"), the County acknowledges and agrees, that: (a) (i) the County has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (ii) the County is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the Series 2014 Note, (iii) the initial Series 2014 Noteholder (the "Initial Holder") is not acting as a municipal advisor or financial advisor to the County and (v) the Initial Holder has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the County with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Initial Holder has provided other services or is currently providing other services to the County on other matters); (b) (i) the Initial Holder is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the County , or any other Person and (ii) the Initial Holder has no obligation to the County, with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Initial Holder may be engaged in a broad range of transactions that involve interests that differ from those of the County, and the Initial Holder has no obligation to disclose any of such interests to the County. To the fullest extent permitted by law, the County hereby waives and releases any claims that it may have against the Initial Holder with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. The County has engaged its own municipal advisor in this transaction that has legal fiduciary duties to the County. The loan is being entered into pursuant to and in reliance upon the bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 et seq, to the extent that such rules apply to the transactions contemplated hereunder. SECTION 8.04. VALIDATION AUTHORIZED. To the extent deemed necessary or desirable by Bond Counsel, Bond Counsel is authorized to institute appropriate proceedings for validation of the Series 2014 Note pursuant to Chapter 75, Florida Statutes. SECTION 8.05. APPOINTMENT OF PAYMENT AGENT AND REGISTRAR. The County hereby appoints the Clerk as Registrar and Payment Agent with request to the Series 2014 Note. SECTION 8.06. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from 26 the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Note issued hereunder. SECTION 8.07. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 8.08. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. 27  PASSED AND ADOPTED by the Board of County Commissioners of Okaloosa County, Florida this 19th day of August, 2014. OKALOOSA COUNTY, FLORIDA (SEAL) Chairman Attest as to Chairman’s signature: ____________________________ Clerk 28  EXHIBIT A THE PROJECTS The acquisition and construction of improvements to certain County properties, including the southside annex, and such other public facilities as approved by the Board. A-1  EXHIBIT B FORM OF DRAW CERTIFICATE $___________ Okaloosa County, Florida Sales Tax Bond Anticipation Note, Series 2014 Dated: ____________, 2014 Draw No. ___ This Draw Certificate is made pursuant to Section 2.02 of Resolution No. ____ of the County, adopted August 19, 2014 (the "Resolution"), to pay a portion of the Cost of the Projects. The Draw is for the principal amount of $_________, to be deposited into the Note Construction Fund as provided by the Resolution. The principal amount of the Series 2014 Note related to such Draw shall bear interest from the date hereof. The County hereby certifies that: (a) it is not on the date hereof, and will not hereafter be, in default of any of the representations, warranties and covenants of the County contained in the Resolution and is not otherwise in default under the Series 2014 Note; (b) all conditions of the Resolution to the disbursement of the funds hereby requested have been fulfilled, and no Event of Default or any other event which, with the passage of time or notice would constitute an Event of Default, has occurred or exists as of the date hereof under the Resolution. OKALOOSA COUNTY, FLORIDA By: Approved By: STI INSTITUTIONAL & GOVERNMENT, INC. By: B-1