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Okaloosa County BOCC — November 4, 2014 — Preliminary Official Statement — reading text
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forth the scheduled annual debt service payments on
the Series 2009 Bonds and Series 2014 Bonds. The amounts shown in the table reflect
mandatory redemption of Series 2009 Term Bonds and Series 2014 Term Bonds.
Bond Year Series 2014 Bonds Series 2009 Bonds(1) Total
Ending Debt
October 1 Principal Interest Principal Interest Service
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2040
Total $ $ $ $ $
(1)
The Taxable Series 2009B Bonds were issued as "Build America Bonds," whereby
the United States Government provides a cash subsidy payment to the County with
respect to such indebtedness. The above referenced debt service amounts do not
take into account any such subsidy payment. However, for certain purposes of
calculating debt service under the Resolution, such federal subsidy payments are
netted out. See "SECURITY FOR THE BONDS," herein.
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DESCRIPTION OF THE SERIES 2014 BONDS
General
The Series 2014 Bonds will be dated the date of delivery, will be issued in
fully registered form, in the denominations of $5,000 each or integral multiples
thereof, and will bear interest, computed on the basis of a 360-day year, consisting of
twelve 30-day months, at the rates and mature on the dates set forth on the inside
cover page of this Official Statement. Interest on the Series 2014 Bonds will be
payable on April 1, 2015 and semiannually thereafter on April 1 and October 1 of each
year. Principal of, redemption premium, if any, and interest on the Series 2014 Bonds
will be payable in the manner described under "DESCRIPTION OF THE SERIES
2014 BONDS -- Book-Entry Only System" herein. The Registrar and Paying Agent
for the Series 2014 Bonds is Hancock Bank, Orlando, Florida. The Series 2014 Bonds
will be subject to redemption as described under "DESCRIPTION OF THE SERIES
2014 BONDS -- Redemption Provisions" herein.
The Series 2014 Bonds will bear a Certificate of Authentication to be manually
executed by the Registrar, and no Series 2014 Bond will be valid or obligatory for any
purpose unless the Certificate of Authentication thereon has been duly executed by the
Registrar.
Book-Entry Only System
The information provided immediately below concerning DTC and the Book-
Entry Only System has been obtained from DTC and is not guaranteed as to accuracy
or completeness by, and is not to be construed as a representation by, the
Underwriter, the County or the Paying Agent.
Unless the book-entry system described herein is terminated, DTC will act as
securities depository for the Series 2014 Bonds. The Series 2014 Bonds will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC's partnership
nominee) or such other name as may be requested by an authorized representative of
DTC. One or more fully-registered bond certificates will be issued for the Series 2014
Bonds, and will be deposited with the Paying Agent on behalf of DTC. Individual
purchases of beneficial interests in the Series 2014 Bonds will be made in increments
of $5,000 or integral multiples thereof.
DTC and its Participants. DTC, the world's largest securities depository, is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
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the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-
U.S. equity issues, corporate and municipal debt issues, and money market
instruments (from over 100 countries) that DTC's participants ("Direct Participants")
deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations. DTC is
a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
("DTCC"). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access
to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has a Standard & Poor's Rating of AA+. The
DTC Rules applicable to its Direct and Indirect Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com. The contents of such website do not constitute a part of this Official
Statement.
Purchases. Purchases of the Series 2014 Bonds under the DTC system must be
made by or through Direct Participants, which will receive a credit for the Series 2014
Bonds on DTC's records. The ownership interest of each actual purchaser of each
Series 2014 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchases. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the
Series 2014 Bonds are to be accomplished by entries made on the books of Direct and
Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the Bonds, except in
the event that use of the book-entry system for the Series 2014 Bonds is discontinued.
Transfers. To facilitate subsequent transfers, all Series 2014 Bonds deposited
by Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of the Series 2014 Bonds with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial
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Owners of the Series 2014 Bonds; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series 2014 Bonds are credited, which may or
may not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Notices. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct Participants
and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Beneficial Owners of the Series 2014 Bonds may wish to take
certain steps to augment the transmission to them of notices of significant events with
respect to the Series 2014 Bonds, such as redemptions, tenders, defaults, and proposed
amendments to the Bond documents. For example, Beneficial Owners of Series 2014
Bonds may wish to ascertain that the nominee holding the Series 2014 Bonds for their
benefit has agreed to obtain and transmit notices to Beneficial Owners. In the
alternative, Beneficial Owners may wish to provide their names and addresses to the
Paying Agent and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2014
Bonds within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or
vote with respect to the Series 2014 Bonds unless authorized by a Direct Participant in
accordance with DTC's procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Series 2014 Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
NEITHER THE COUNTY NOR THE PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO SUCH PARTICIPANTS OR THE
PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE
PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC
PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL
OWNERS OF THE SERIES 2014 BONDS. THE CITY CANNOT PROVIDE ANY
ASSURANCE THAT DTC, DIRECT PARTICIPANTS OR OTHERS WILL
DISTRIBUTE PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, OR
INTEREST ON THE SERIES 2014 BONDS PAID TO DTC OR ITS NOMINEE, AS
THE REGISTERED OWNER, OR ANY NOTICES TO THE BENEFICIAL
OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC
WILL ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT.
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Payments. Payments on the Series 2014 Bonds will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the Paying Agent on the relevant payable
date in accordance with their respective holdings shown on DTC's records. Payments
by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Paying Agent or the County, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment to Cede &
Co. (or such other nominee as may be requested by an authorized representative of
DTC) is the responsibility of the Paying Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
Discontinuance of Book-Entry-Only System. DTC may discontinue providing
its services as depository with respect to the Series 2014 Bonds at any time by giving
reasonable notice to the County or the Paying Agent. Under such circumstances, in
the event that a successor depository is not obtained, certificated Series 2014 Bonds
are required to be printed and delivered to the holders of record.
The County may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor
