Okaloosa County BOCC — November 4, 2014 — Supplemental Resolution — reading text

RESOLUTION NO. 14 – ______ RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA SUPPLEMENTING RESOLUTION NO. 09-190 OF THE COUNTY; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE COUNTY'S SALES TAX REVENUE BONDS, SERIES 2014; PROVIDING CERTAIN TERMS AND DETAILS OF SUCH BONDS, INCLUDING AUTHORIZING A NEGOTIATED SALE OF SAID BONDS AND THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT THERETO UPON COMPLIANCE WITH CERTAIN PARAMETERS; APPOINTING THE PAYING AGENT AND REGISTRAR WITH RESPECT TO SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSURANCE AGREEMENT AND A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA, as follows: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On November 17, 2009, the Board of County Commissioners of Okaloosa County, Florida (the "County" or "Issuer") duly adopted Resolution No. 09-190 (as previously supplemented, the "Authorizing Resolution"). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Authorizing Resolution. (B) The Authorizing Resolution, as further supplemented hereby, is referred to herein as the "Bond Resolution." (C) The Authorizing Resolution provides for the issuance of Bonds thereunder, upon meeting the requirements set forth in the Authorizing Resolution. (D) The County deems it to be in the best interests of its citizens and taxpayers to issue its Sales Tax Revenue Bonds, Series 2014 (the "2014 Bonds") for the purpose of financing certain capital improvements in and for the County (described in Exhibit D attached hereto) (the "2014 Project"). The County has issued its Sales Tax Bond Anticipation Note, Series 2014 (the "2014 Note") to provide interim financing for the 2014 Project.  (E) The principal of and interest on the 2014 Bonds and all required sinking fund, reserve and other payments shall be limited obligations of the County, payable solely from the Pledged Funds, as provided in the Authorizing Resolution. The 2014 Bonds shall not constitute a general obligation or a pledge of the faith, credit or taxing power of the County, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions, except to the extent specifically set forth in the Authorizing Resolution. Neither the State of Florida, nor any political subdivision thereof, nor the County shall be obligated (1) to exercise its ad valorem taxing power in any form on any real or personal property of or in the County to pay the principal of the 2014 Bonds, the interest thereon, or other costs incidental thereto or (2) to pay the same from any other funds of the County except from the Pledged Funds, in the manner provided in the Bond Resolution. (F) Due to the present volatility of the market for tax-exempt obligations such as the 2014 Bonds, it is in the best interest of the County to sell the 2014 Bonds by a negotiated sale, allowing the County to enter the market at the most advantageous time, rather than at a specified advertised date, thereby permitting the County to obtain the best possible price and interest rate for the 2014 Bonds. The County acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with the negotiated sale of the 2014 Bonds. A copy of the letter of the underwriters for said 2014 Bonds containing the aforementioned information is a condition precedent to the execution and delivery by the Issuer of the Purchase Contract referred to below. (G) RBC Capital Markets LLC, on behalf of itself and Crews & Associates, Inc. (collectively, the "Underwriters") expects to offer to purchase the 2014 Bonds from the County and submit a Bond Purchase Contract in the form attached hereto as Exhibit A (the "Purchase Contract") expressing the terms of such offer, and, assuming compliance with the provisions of Section 5 hereof, the Issuer does hereby find and determine that it is in the best financial interest of the Issuer that the terms expressed in the Purchase Contract be accepted by the Issuer. (H) The Authorizing Resolution provides that Bonds such as the 2014 Bonds shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the County; and it is now appropriate that the County determine parameters for such terms and details. SECTION 2. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to Article II of the Authorizing Resolution, the provisions of the Act (as defined in the Authorizing Resolution) and other applicable provisions of law. SECTION 3. AUTHORIZATION AND DESCRIPTION OF THE 2014 BONDS. The County hereby determines to issue a series of Bonds in an aggregate principal amount not exceeding $25,000,000, the exact principal amount to be as set forth in the Purchase Contract, to be known as its "Sales Tax Revenue Bonds, Series 2014" for the principal purpose of financing the Cost of the 2014 Project and refunding the 2014 Note. The 2014 Bonds shall be dated their date of delivery, shall be issued as fully registered Bonds, numbered consecutively from one upward in order of maturity with the prefix "R"; shall bear interest from their date of delivery, payable semi-annually, on April 1 and October 1 of each year, 2 commencing on April 1, 2015, at such rates and maturing in such amounts on October 1 of such years as to be set forth in the Purchase Contract. The 2014 Bonds shall be issued in denominations of $5,000 and any integral multiple thereof. Said Bonds shall be dated their date of delivery (or other date as may be set forth in the Purchase Contract), shall be issued in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof (or in such other authorized denominations as provided in the Purchase Contract), shall be numbered consecutively from one upward in order of maturity preceded by the letter "R," shall be substantially in the form set forth in the Authorizing Resolution, shall bear interest from their dated date and payable on such dates (the "Interest Dates") as provided in the Purchase Contract. The 2014 Bonds may be issued as Serial Bonds, Capital Appreciation Bonds and/or Term Bonds (or any combination thereof), and/or may be issued in more than one Series as determined by an Authorized Issuer Officer. The determination of the type or types of 2014 Bonds to issue and such number or Series shall be made based upon the advice of First Southwest Company, Inc., the Issuer’s Financial Advisor, Bond Counsel, and the Underwriters, which advice shall be based upon a determination of what is reasonably anticipated to be most cost effective to the Issuer given the current market conditions for the issuance of such 2014 Bonds. The principal of, or Redemption Price, if applicable, on the 2014 Bonds are payable upon presentation and surrender of the 2014 Bonds at the office of the Paying Agent and Registrar for the Bonds. Interest payable on any 2014 Bond on any Interest Date will by paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or at the prior written request and expense of such Holder, by bank wire transfer for the account of such Holder. Notwithstanding the foregoing, the 2014 Bonds shall be subject to a book-entry system of registration described in the Authorizing Resolution and as set forth in the Purchase Contract. All payments of principal of or Redemption Price, if applicable, and interest on the 2014 Bonds shall be 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. The 2014 Bonds shall bear interest at such rates and yields, shall mature on October 1 of each of the years (or on such other dates as provided in the Purchase Contract) and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by an Authorized Issuer Officer, subject to the conditions set forth in Section 5 hereof. With respect to the 2014 Bonds, "Bond Year" shall mean the period commencing on October 1 of each year and ending on September 30 of the following year. All of the terms of the 2014 Bonds will be included in a Purchase Contract, which shall be in substantially the form attached hereto and made a part hereof as Exhibit A, subject to changes made thereto in connection with the pricing and sale of the 2014 Bonds. Each Authorized Issuer Officer is hereby authorized to execute the Purchase Contract in substantially the form attached hereto as Exhibit A with such modifications as deemed appropriate upon satisfaction of the conditions described in Section 5 hereof. For purposes hereof "Authorized Issuer Officer" shall mean the Chairman and County Administrator. The 2014 Bonds shall be subject to redemption prior to maturity as provided in the Purchase Contract. 3  SECTION 4. AUTHORIZATION OF THE 2014 PROJECT. The acquisition and construction of the 2014 Project (including the reimbursement to the Issuer of certain costs incurred with respect thereto), is hereby authorized by the Issuer. SECTION 5. SALE OF THE BONDS. Upon delivery to the Chairman and the County Administrator of a Purchase Contract substantially in the form of Exhibit A attached hereto, evidencing: (A) 2014 Bonds in an aggregate principal amount not exceeding $25,000,000; (B) A final maturity of such 2014 Bonds of not later than October 1, 2035; (C) A true interest cost with respect to the 2014 Bonds of not greater than 4.00% per annum; (D) Optional redemption of the 2014 Bonds beginning no later than October 1, 2024 at a price no greater than 101% of par; and (E) An Underwriters' discount not in excess of $5.00 per $1,000 of 2014 Bonds; the 2014 Bonds shall be sold to the Underwriters pursuant to the Purchase Contract at the purchase price provided therein (including any original issue discounts or original issue premiums); all terms and conditions set forth in said Purchase Contract being hereby approved. Upon compliance with the foregoing, the Chairman and County Administrator are hereby authorized and directed to execute said Purchase Contract and to deliver the same to the Underwriters. SECTION 6. OFFICIAL STATEMENT; CONTINUING DISCLOSURE CERTIFICATE. (A) The form, terms and provisions of the Official Statement, dated the date of execution of the Purchase Contract, in substantially the form attached hereto as Exhibit B, which shall include the terms and provisions set forth in the executed version of the Purchase Contract, relating to the 2014 Bonds, be and the same hereby are approved with respect to the information therein contained.