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

The Chairman and the County Administrator, upon execution of the Purchase Contract described above, are hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the County, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, omissions and additions as may be approved by the Chairman. The use of the Preliminary Official Statement, in the form attached hereto as Exhibit B, in the marketing of the 2014 Bonds is hereby authorized and the Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chairman, and the information contained therein are hereby authorized to be used in connection with the sale of the 2014 Bonds to the public. Execution by the Chairman and the County Administrator of the Official Statement shall be deemed to be conclusive evidence of approval of such changes, amendments, modifications, omissions and additions. The Chairman and County Administrator are hereby authorized to deem the Preliminary Official Statement "final," within the meaning of Securities and Exchange Commission Rule 15c2-12, except for permitted omissions as described therein. 4  (B) In order to enable the Underwriters to comply with the provisions of SEC Rule 15c2- 12 relating to secondary market disclosure, the Chairman is hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate in the name and on behalf of the County substantially in the form attached hereto as Exhibit C, with such changes, amendments, omissions and additions as shall be approved by the Chairman, his execution and delivery thereof being conclusive evidence of such approval. SECTION 7. APPOINTMENT OF REGISTRAR AND PAYING AGENT. _________________ is hereby designated Registrar and Paying Agent for the 2014 Bonds. The Chairman and the Clerk are hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 7. SECTION 8. PURCHASE OF BOND INSURANCE POLICY. The Issuer has received or expects to receive a commitment or commitments to provide a Bond Insurance Policy with respect to the 2014 Bonds. In connection therewith, the Issuer hereby authorizes and directs, upon a determination by an Authorized Issuer Officer based upon the advice the Underwriters and the Issuer’s Financial Advisor that purchase of said Bond Insurance Policy is in the best financial interest of the Issuer, the Chairman to execute and deliver an insurance agreement and a bond insurance commitment, with the Bond Insurer deemed most favorable to the Issuer, and the Clerk to attest the same under the official seal of the Issuer. All of the provisions of the insurance agreement, when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Bond Insurer, shall be deemed to be a part of this Supplemental Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 9. GENERAL AUTHORITY. The members of the Board of County Commissioners of the County and the officers, attorneys and other agents or employees of the County and the Clerk are hereby authorized to do all acts and things required of them by this Supplemental Resolution or the Authorizing Resolution, or desirable or consistent with the requirements hereof or the Authorizing Resolution, including the execution of such documents necessary to establish a book-entry system of registration with respect to the 2014 Bonds, for the full punctual and complete performance hereof or thereof. Each member, employee, attorney and officer of the County is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. The Chairman and/or the Clerk are hereby authorized to execute such tax forms or agreements as shall be necessary to effect the transactions contemplated hereby, including designating Bond Counsel to assist or act as agent with respect thereto. SECTION 10. AUTHORIZING RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Authorizing Resolution and all the terms and provisions thereof, including the covenants contained therein, are and shall remain in full force and effect. SECTION 11. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, even 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 the remaining 5 covenants, agreements or provisions and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or the 2014 Bonds issued hereunder. SECTION 12. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. 6  DULY ADOPTED, this 4th day of November, 2014. BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA (SEAL) By: Charles K. Windes, Jr. Chairman ATTEST: J D Peacock II Clerk Ad Interim 7  EXHIBIT A BOND PURCHASE CONTRACT A-1  EXHIBIT B OFFICIAL STATEMENT B-1  EXHIBIT C FORM OF CONTINUING DISCLOSURE CERTIFICATE C-1  EXHIBIT D 2014 PROJECT The acquisition and construction of capital improvements to County facilities, including the Crestview courthouse, as the same may be modified from time to time by action of the Board of County Commissioners. D-1