Okaloosa County BOCC — February 18, 2014 — reading text

LIMITED APPROVAL. The approval given herein shall not be construed as an approval of any necessary rezoning applications nor for any other regulatory permits or compliance with the County's development standards with respect to the Project and the County shall not be construed by reason of its adoption of this resolution to (a) attest to the Borrower's ability to repay the indebtedness represented by the Series 2014 Bonds, (b) have made a recommendation to prospective purchasers of the Series 2014 Bonds to purchase the 3 Packet Pg. 69 same, or (c) have waived any right of the County or have stopped the County from asserting any rights or responsibilities it may have in that regard. SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 18th day of February, 2014. BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA (SEAL) CHARLES K. WINDES, Jr., CHAIRMAN ATTEST: DON W. HOWARD CLERK OF THE CIRCUIT COURT 4 Packet Pg. 70  EXHIBIT A AFFIDAVIT OF PUBLICATION OF NOTICE OF PUBLIC HEARING The Board of County Commissioners of Okaloosa County, Florida (the "County") will hold a public hearing on March 4, 2014, at _____ A.M., or as soon thereafter as the matter can be heard, at ____________________________, Crestview, Florida _______ to consider adoption of a resolution providing for the preliminary approval of the issuance by the County of not exceeding $5,000,000 of its Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014 (Auburn Water System Project) (the "Series 2014 Bonds") to be issued in one or more series. The proceeds of the Series 2014 Bonds will be loaned to Auburn Water System, Inc., or an affiliate thereof (the "Borrower") for the principal purposes of (1) financing all or a portion of the costs of acquiring, construction and equipping of improvements to the utility system operated by the Borrower in _________, Okaloosa County, Florida (the "Project"), (2) refinancing certain outstanding indebtedness of the Borrower, (3) funding any necessary reserves, and (4) paying costs associated with issuance of the Series 2014 Bonds. The Project will be owned and operated by the Borrower. The Series 2014 Bonds shall be payable solely from the revenues derived by the County from a loan agreement, mortgage and security agreement and other financing documents to be entered into by and between the County and the Borrower prior to or contemporaneously with the issuance of the Series 2014 Bonds. Such Series 2014 Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of the County, the State of Florida or any political subdivision or agency thereof. Issuance of the Series 2014 Bonds shall be subject to several conditions, including satisfactory documentation, the approval by bond counsel as to the tax-exempt status of the interest on all or a portion of the Series 2014 Bonds and receipt of necessary approvals for the financing. The aforementioned meeting shall be a public meeting and all persons who may be interested will be given an opportunity to be heard concerning the same. Written comments may also be submitted to the Board of County Commissioners of Okaloosa County, Florida prior to the hearing at 101 E. James Lee Boulevard, Crestview, Florida 32536, Attention: Don Howard, Clerk. ALL PERSONS FOR OR AGAINST SAID APPROVAL CAN BE HEARD AT SAID TIME AND PLACE. IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE COUNTY WITH RESPECT TO SUCH HEARING OR MEETING, (S)HE WILL NEED TO ENSURE THAT A VERBATIM RECORD OF SUCH HEARING OR MEETING IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS BASED. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact Okaloosa County no later than seven days prior to the proceeding at the address given in this notice or phone 850/689-5000. A-1 Packet Pg. 71  EXHIBIT B MEMORANDUM OF AGREEMENT FOR ISSUANCE OF PRIVATE ACTIVITY REVENUE BONDS This Memorandum of Agreement (the "Agreement") is between Okaloosa County, Florida, a political subdivision of the State of Florida (the "County") and Auburn Water System, Inc., a Florida not-for-profit corporation (the "Borrower"). WITNESSETH: 1. Preliminary Statement. Among the matters of mutual understanding and inducement which have resulted in the execution of this Agreement are the following: (a) Whereas Chapter 159, Part II, Florida Statutes (the "Act") provides that the County may issue tax-exempt revenue bonds and loan the proceeds thereof to one or more persons, firms or private corporations, or use such proceeds, to defray the cost of acquiring, by purchase or by construction, certain qualifying manufacturing and water facilities as defined in the Act. (b) The Borrower is considering financing and refinancing all or a portion of the costs of acquiring, constructing and equipping of improvements to its existing utilities system located at _____________ in Okaloosa County, Florida (the "Project"). The Project will be owned and operated by the Borrower. In connection therewith, the Borrower also intends to refund certain outstanding indebtedness of the Borrower (the "Refunded Indebtedness"). (c) The County intends this Agreement to constitute its official initial commitment, subject to the terms hereof, to issue its bonds (the "Series 2014 Bonds") in one or more series or issues pursuant to a plan of finance and the Act in the amount to be agreed upon by the County and the Borrower and to loan the proceeds thereof to the Borrower to finance and refinance the costs of the Project, including all costs incurred in connection with the issuance of the Series 2014 Bonds by the County and the Borrower, up to an amount not to exceed $5,000,000 initial aggregate principal amount. (d) The County considers the issuance and sale of the Series 2014 Bonds, for the purposes hereinabove set forth, consistent with the objectives of the Act. This commitment is an affirmative official action of the County toward the issuance of the Series 2014 Bonds as herein contemplated in accordance with the purposes of both the Act and the applicable United States Treasury Regulations. 2. Undertakings on the Part of the County. Subject to the terms hereof, the County agrees as follows: (a) Subject to the Borrower providing the County with sufficient evidence to enable the County to make the findings set forth in Section 159.29 of the Act, the County will authorize the issuance of the Series 2014 Bonds, in one or more series or issues, in the aggregate principal amount necessary and sufficient to finance all or a portion of the costs of the Project and the refunding of the Refunded Indebtedness, as the County and the Borrower shall agree in writing, B-1 Packet Pg. 72 but in all events, the principal amount of such Series 2014 Bonds shall not exceed the lesser of (i) the amount determined by the County and the Borrower necessary to accomplish the foregoing, or (ii) $5,000,000. (b) The County will cooperate with the Borrower and with the underwriters, placement agents or purchasers of the Series 2014 Bonds and the bond counsel of the County with respect to the issuance and sale of the Series 2014 Bonds and will take such further action and authorize the execution of such documents as shall be mutually satisfactory to the County and the Borrower for the authorization, issuance and sale of such Series 2014 Bonds and the use of the proceeds thereof to finance and refinance the costs of the Project. (c) The County may take further action to permit, in its sole discretion, the issuance from time to time in the future of additional bonds on terms which shall be set forth therein, whether pari passu with other series of bonds or otherwise, for the purpose of defraying the cost of completion, enlargements, improvements and expansions of the Project, or any segment thereof, or refunding of the Series 2014 Bonds. (d) The loan agreement, trust indenture, mortgage and other financing documents (collectively, the "Financing Agreements") between the County and the Borrower shall, under terms agreed upon by the parties, provide for payments to be made by the Borrower in such sums as shall be necessary to pay the amounts required under the Act, including the principal of and interest and redemption premium, if any, on the Series 2014 Bonds, as and when the same shall become due and payable. (e) The Series 2014 Bonds shall specifically provide that they are payable solely from the revenues derived pursuant to the Financing Agreements between the County and the Borrower or other agreements approved by the County, except to the extent payable out of amounts attributable to Bond proceeds. The Series 2014 Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit of the County, the State of Florida or any political subdivision or agency thereof, and such fact shall be plainly stated on the face of the Series 2014 Bonds. (f) Issuance of the Series 2014 Bonds by the County shall be contingent upon compliance with all provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, including the ability of and desirability by the County to issue obligations to fund the costs of the Project. 3. Undertakings on the Part of the Borrower. Subject to the terms hereof, the Borrower agrees as follows: (a) The Borrower will use reasonable efforts to ensure that the Series 2014 Bonds in the aggregate principal amount as stated above are sold; provided, however, that the terms of such Series 2014 Bonds and the sale and delivery thereof shall be mutually satisfactory to the County and the Borrower. (b) Prior to the issuance of the Series 2014 Bonds in the principal amount stated above, in one or more series or issues from time to time as the County and the Borrower shall agree in writing, the Borrower will enter into the Financing Agreements with the County, the B-2 Packet Pg. 73 terms of which shall be mutually agreeable to the County and Borrower, providing for the loan or use of the proceeds of the Series 2014 Bonds to finance the costs of the Project and the refunding of the Refunded Indebtedness. Such Financing Agreements will provide that the Borrower will be obligated to pay the County (or the trustee for holders of the Series 2014 Bonds on behalf of the County, as the case may be) sums sufficient in the aggregate to enable the County to pay the principal of and interest and redemption premium, if any, on the Series 2014 Bonds, as and when the same shall become due and