Okaloosa County BOCC — November 4, 2014 — Preliminary Official Statement — reading text

17,058,672,512 85.00 2012 12,818,828,620 728,508,866 7,148,799 13,554,486,285 11.2389 15,946,454,453 85.00 2013 13,032,564,179 756,588,957 7,592,401 13,796,745,537 10.9459 16,231,465,338 85.00 (1) Based on Property Appraiser's estimate of assessed property valuation being 85% of market value. Source: Okaloosa County Property Appraiser. COMPUTATION OF DIRECT AND UNDERLYING DEBT(1) Net Percent Series 2014 Applicable County's Share Direct: Bonded Debt(2) to Countv of Net Debt Okaloosa County (No Series 2014 $0.00 0% $0.00 Bonded Debt) Underlying: Okaloosa County School Board $59,896,000.00 100% $59,896,000.00 (1) This Schedule is normally titled "Computation of Overlapping Debt", however because Okaloosa County has no overlapping debt, the title has been changed to reflect the contents of the schedule. (2) Net Bonded Debt is defined here as gross bonded debt less amount available in debt service. B-11  APPENDIX C FORM OF BOND RESOLUTION C-1  APPENDIX D FORM OF BOND COUNSEL OPINION D-1  APPENDIX E SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY E-1  APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Okaloosa County, Florida (the "Issuer"), in connection with the issuance of its $________ Sales Tax Revenue Bonds, Series 2014 (the "Bonds"). The Bonds are being issued pursuant to Resolution No. 09-190, duly adopted by the governing body of the Issuer on November 4, 2014, as amended and supplemented, (collectively, the "Bond Resolution"). The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Bond Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated in writing by the Issuer, and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access system as described in Securities and Exchange Commission Release No. 34-59062 and maintained by the Municipal Securities Rulemaking Board for purposes of the Rule as further described in Section 4(d) hereof. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Participating Underwriters" shall mean the original purchasers F-1 of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the Issuer's fiscal year (presently ends September 30), commencing with the report for the 2014 fiscal year, provide to EMMA an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report only if they are not available by that date so long as they are provided when they become available. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to EMMA an Annual Report by the date required in subsection (a), the Issuer shall send a notice to EMMA [and the Insurer, if any,] in substantially the form attached as Exhibit A. (c) If the Dissemination Agent is other than the Issuer, the Dissemination Agent shall file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to EMMA. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3 (a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial F-2 statements shall be filed in the same manner as the Annual Report when they become available. (b) An update of the Sales Tax Revenues from the Official Statement as follows: 1. Table of Historical Sales Tax Revenues 2. Table of Debt Service Coverage from Sales Tax Revenues Relating to information to be provided to EMMA, the information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from EMMA the Issuer shall clearly identify each such other document so included by reference. SECTIONS. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds, if material: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers or their failure to perform; 6. Adverse tax opinions to or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of the holders of the Bonds; 8. Bond calls (other than scheduled mandatory redemptions); F-3  9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; and 11. Ratings changes. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible, determine if such event is material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event is material under applicable federal securities laws, the Issuer shall promptly file a notice of such Listed Event with EMMA. Notwithstanding the foregoing, notice of Listed Events described in Sections 5(a)(8) and (9) need not be given under this Section 5 any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Bond Resolution. SECTION6. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 8. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; F-4  (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (1) is approved by the Holders of the Bonds in the same manner as provided in the Bond Resolution for amendments to the Bond Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this