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Okaloosa County BOCC — November 4, 2014 — Preliminary Official Statement — reading text
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securities depository) with respect to the Series
2014 Bonds. Under current industry practices, however, DTC would notify its Direct
or Indirect Participants of the County's decision but will only withdraw beneficial
interests from a Series 2014 Bond at the request of any Direct or Indirect Participant.
In that event, certificates for the Series 2014 Bonds will be printed and delivered.
No Assurance Regarding DTC Practices
The foregoing information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that the County believes to be reliable,
but the County, the Underwriter and the Paying Agent take no responsibility for the
accuracy thereof.
So long as Cede & Co. is the registered owner of the Series 2014 Bonds as
nominee of DTC, references herein to the holders or registered owners of the Series
2014 Bonds will mean Cede & Co. and will not mean the Beneficial Owners of the
Series 2014 Bonds.
None of the County, the Paying Agent or the Underwriter will have any
responsibility or obligation to the Participants, DTC or the persons for whom they act
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with respect to (i) the accuracy of any records maintained by DTC or by any Direct or
Indirect Participant of DTC, (ii) payments or the providing of notice to the Direct
Participants, the Indirect Participants or the Beneficial Owners, (iii) the selection by
DTC or by any Direct or Indirect Participant of any Beneficial Owner to receive
payment in the event of a partial redemption of the Series 2014 Bonds or (iv) any other
action taken by DTC or its partnership nominee as owner of the Series 2014 Bonds.
Registration, Transfer and Exchange
The Series 2014 Bonds will be and have all the qualities and incidents of
negotiable instruments under the Uniform Commercial Code - Investment Securities
Laws of the State of Florida, subject to the DTC Book-Entry Only System and to the
provisions for registration, exchange and transfer contained in the Resolution and in
the Series 2014 Bonds. The Series 2014 Bonds will be transferable only upon the
registration books maintained for such purpose at the corporate trust office of the
Registrar. So long as any of the Series 2014 Bonds remain outstanding, the Registrar
must maintain and keep books for the registration of the Series 2014 Bonds.
All Series 2014 Bonds presented for transfer, exchange, or payment (if so
required by the County or the Registrar) must be accompanied by a written instrument
or instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the County or the Registrar, duly executed by the Registered
Owner or by his or her duly authorized attorney.
The Registrar or the County may require payment from the Registered Owner
or transferee of a sum sufficient to cover any tax, fee or other governmental charge
that may be imposed in connection with any exchange or transfer of the Series 2014
Bonds. Such charges and expenses shall be paid before any new Series 2014 Bonds
shall be delivered.
The Registrar is not required to issue, transfer or exchange any Series 2014
Bonds between the Record Date and the relative Interest Payment Date on such Series
2014 Bonds or, in the case of any proposed redemption of Bonds, after any such Series
2014 Bonds or any portion thereof has been selected for redemption.
New Series 2014 Bonds delivered upon any transfer or exchange will be valid
obligations of the County, evidencing the same debt as the Series 2014 Bonds
surrendered, will be secured by the Resolution, and will be entitled to all of the
security and benefits of the Resolution to the same extent as the Series 2014 Bonds
surrendered.
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The County and the Registrar may treat the Registered Owner of any Series
2014 Bond as the absolute owner thereof for all purposes, whether or not such Series
2014 Bond is overdue, and will not be bound by any notice to the contrary.
Redemption Provisions
Optional Redemption.
The Series 2014 Bonds maturing on and before October 1, 20_, are not
redeemable prior to their stated dates of maturity. The Series 2014 Bonds or portions
thereof maturing on October 1, 20_, and thereafter, are redeemable prior to their stated
dates of maturity, at the option of the County, in whole or in part on October 1, 20_,
and on any date thereafter, and if in part from such maturities and in such amounts as
the County in its sole discretion shall select and by lot within a maturity if less than a
full maturity, from moneys which may be available for such purpose and deposited
with the Paying Agent on or before the date fixed for redemption, at a redemption
price (expressed as a percentage of the principal amount thereof) as set forth in the
table below, together with accrued interest on such principal amount to the redemption
date, if redeemed in the following periods:
Redemption Period
(Both Dates Inclusive) Redemption Price
October 1, 20___ through September 30, 20___
October 1, 20___ through September 30, 20___
October 1, 20___ and thereafter
Mandatory Redemption.
The Term Series 2014 Bonds maturing on October 1, 20_ are to be retired from
amounts credited monthly to the Payment Account as mandatory Amortization
Installments, which amounts are required to be sufficient to retire by October 1 of each
year the principal amount of such Series 2014 Bonds set forth in the table below:
20___ Term Bonds
Year Principal Amount
*
*Maturity
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Notice and Effect of Redemption
The Series 2014 Bonds shall be redeemed only in the principal amount of
$5,000 each and integral multiples thereof. The County shall, at least sixty (60) days
prior to the redemption date (unless a shorter time period shall be satisfactory to the
Registrar) notify the Registrar of such redemption date and of the principal amount of
Series 2014 Bonds to be redeemed. For purposes of any redemption of less than all of
the outstanding Series 2014 Bonds of a single maturity, the particular Series 2014
Bonds or portions of Series 2014 Bonds to be redeemed shall be selected not more
than forty-five (45) days prior to the redemption date by the Registrar from the
outstanding Series 2014 Bonds of the maturity or maturities designated by the County
and, by lot within a maturity, in principal amounts of $5,000 and integral multiples
thereof.
If less than all of the outstanding Series 2014 Bonds of a single maturity are to
be redeemed, the Registrar shall promptly notify the County and Paying Agent (if the
Registrar is not the Paying Agent for such Bonds) in writing of the Series 2014 Bonds
or portions of Series 2014 Bonds selected for redemption and, in the case of any Series
2014 Bond selected for partial redemption, the principal amount thereof to be
redeemed.
Notice of such redemption, which shall specify the Series 2014 Bond or Bonds
(or portions thereof) to be redeemed and the date and place for redemption, shall be
given by the Registrar on behalf of the County, and (A) shall be filed with the Paying
Agent for such Series 2014 Bonds, and (B) shall be mailed first class, postage prepaid,
at least thirty (30) days prior to the redemption date to all Holders of Series 2014
Bonds to be redeemed at their addresses as they appear on the registration books kept
by the Registrar.
Each notice of redemption shall state: (1) the CUSIP numbers of all Series
2014 Bonds being redeemed; (2) the original issue date of such Series 2014 Bonds; (3)
the maturity date and rate of interest borne by each Series 2014 Bond being redeemed;
(4) the redemption date; (5) the redemption price; (6) the date on which such notice is
mailed; (7) if less than all outstanding Series 2014 Bonds are to be redeemed the
certificate number (and, in the case of a partial redemption of any Series 2014 Bond,
the principal amount) of each Series 2014 Bond to be redeemed; (8) that on such
redemption date there shall become due and payable upon each Series 2014 Bond to
be redeemed the redemption price thereof, or the redemption price of the specified
portions of the principal thereof in the case of Series 2014 Bonds to be redeemed in
part only, together with interest accrued thereon to the redemption date, and that from
and after such date interest thereon shall cease to accrue and be payable; (9) that the
Series 2014 Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the redemption price at the principal office of the Paying
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Agent at an address specified; and (1 0) the name and telephone number of a person
designated by the Paying Agent to be responsible for such redemption.
Within 60 days of the date of redemption, the Paying Agent shall give a second
notice of redemption by mailing another copy of the redemption notice to the Holders
of Bonds called for redemption but which have not been presented for payment within
30 days after the date set for redemption.
In addition to the mailing of the notice described above, each notice of
redemption and payment of the Redemption Price shall meet the following
requirements; provided, however, the failure to provide such further notice of
redemption or to comply with the terms of this paragraph shall not in any manner
defeat the effectiveness of a call for redemption if notice thereof is given as prescribed
above.
(a) Each further notice of redemption shall be sent by certified mail or
overnight delivery service or telecopy to all registered securities depositories then in
the business of holding substantial amounts of obligations of types comprising the
Bonds and to two or more national information services which disseminate notices of
prepayment or redemption of obligations such as the Bonds.
(b) Each further notice of redemption shall be sent to such other Person, if
any, as shall be required by applicable law or regulation.
The County may provide that a notice of redemption may be contingent upon
the occurrence of certain condition(s) and that if such condition(s) do not occur the
notice will be rescinded, provided notice of rescission shall be mailed in the manner
described above to all affected Bondholders not later than three Business Days after
the Issuer determines that such conditions will not be satisfied.
Any Series 2014 Bond which is to be redeemed only in part shall be
surrendered at any place of payment specified in the notice of redemption (with due
endorsement by, or written instrument of transfer in form satisfactory to the Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing) and
the County shall execute and the Registrar shall authenticate and deliver to the Holder
of such Series 2014 Bond, without service charge, a new Series 2014 Bond or Series
2014 Bonds, of the same interest rate and maturity, and of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Series 2014 Bonds
so surrendered.
Notice of redemption having been given substantially as aforesaid, the Series
2014 Bonds or portions of Series 2014 Bonds so to be redeemed shall, on the
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redemption date, become due and payable at the redemption price therein specified,
and from and after such date (unless the County shall default in the payment of the
redemption price) such Series 2014 Bonds or portions of Series 2014 Bonds shall
cease to bear interest. Upon surrender of
