Okaloosa County BOCC — August 6, 2013 — Resolution for Airport Revenue Refunding Bonds, Series 2013 — reading text

RESOLUTION NO. A RESOLUTION PROVIDING FOR AND AUTHORIZING THE ISSUANCE BY OKALOOSA COUNTY, FLORIDA OF ITS AIRPORT REVENUE REFUNDING BONDS, SERIES 2013 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000 FOR THE PURPOSE OF REFUNDING THE COUNTY'S AIRPORT REVENUE BONDS, SERIES 2003. AND CERTAIN OTHER OUTSTANDING INDEBTEDNESS; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A GENERAL DEBT OR LIABILITY OF THE COUNTY, OF THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; AUTHORIZING A NEGOTIATED SALE OF SAID BONDS PURSUANT TO A BOND PURCHASE CONTRACT AND PRICING TERMS TO BE APPROVED BY THE CHAIRMAN OF THE BOARD, SUBJECT TO THE PARAMETERS SET FORTH HEREIN; AUTHORIZING USE OF AN OFFICIAL STATEMENT AND A PRELIMINARY OFFICIAL STATEMENT _ IN CONNECTION WITH DISTRIBUTION OF SUCH BONDS AND OTHER ACTION IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH’ BONDS; PROVIDING FOR CONTINUING DISCLOSURE; AUTHORIZING THE CHAIRMAN TO APPROVE BOND INSURANCE AND PROVIDING FOR PAYMENT OF INSURANCE CLAIMS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS REQUIRED IN CONNECTION WITH THE FOREGOING; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 125, Part I; Chapter 332; and Sections 215.84, 215.431 and 218.385, Florida Statutes, as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, all terms used herein in capitalized forms shall have the meanings specified in this section or, if not so specified, as specified in the Trust Indenture. Words importing the singular shall include the plural, words importing the plural shall include the singular, and words importing persons shall include corporations and other entities or associations. "Act" means the laws referred to in Section 1 hereof. 1 "Bonds" means the bonds of the Issuer to be designated "Airport Revenue Refunding Bonds, Series 2013 (AMT)" in an aggregate principal amount not to exceed $15,000,000, substantially in the form provided in the Trust Indenture, to be authorized and issued by the Issuer, authenticated by the Trustee and delivered under the Trust Indenture as provided herein. "Board" means the Board of County Commissioners of the Issuer. "Bond Purchase Agreement" shall mean the Bond Purchase Agreement referenced in Section 9 hereof. "Chairman" means the Chairman or Vice Chairman of the Board, or such other person as may be authorized to act in the place of the Chairman or Vice Chairman. "Clerk" means the Clerk of the Circuit Court for Okaloosa County, Florida, ex officio Clerk of the Board. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Regulations thereunder, whether proposed, temporary or final, promulgated by the Department of the Treasury, Internal Revenue Service. "First Supplemental Indenture" means the First Supplemental Indenture, dated as of August 1, 2003 between the Issuer and JPMorgan Chase Bank, as predecessor trustee. "Issuer" means Okaloosa County, Florida, a political subdivision of the State of Florida. "Loan" means the Loan as defined in the Third Supplemental Indenture. "Original Purchaser" means, collectively, RBC Capital Markets, LLC, and its successors and assigns. "Preliminary Official Statement" means the Preliminary Official Statement relating to the offering and sale of the Bonds, substantially in the form on file in the Clerk's office and incorporated herein by reference. "Refunded Indebtedness" means, collectively, (a) the Issuer's Outstanding Airport Revenue Bonds, Series 2003, and (b) the Issuer's Outstanding Notes issued pursuant to a Loan Agreement, dated as of December 4, 2012, among the Florida Local Government Finance Commission, the Issuer and J.P. Morgan Chase Bank, N.A. "Second Supplemental Indenture" means the Second Supplemental Indenture, dated as of December 1, 2007, between the Issuer and The Bank of New York, as predecessor trustee. "State" means the State of Florida. "Third Supplemental Indenture" means the Third Supplemental Indenture authorized pursuant to Section 5 hereof. "Trust Estate" means the Trust Estate under the Trust Indenture, including specifically the Net Revenues, and, with respect to the 2013 Bonds, the Pledged PFC Revenues. "Trust Indenture" means the Master Indenture of Trust, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture executed or to be executed by and between the Issuer and the Trustee, substantially in the forms currently on file in the Clerk's office and incorporated herein by reference. "Trustee" means The Bank of New York Mellon Trust Company, N.A., and any successor banking organization, banking association or trust company at the time serving as corporate trustee under the provisions of the Trust Indenture. SECTION 2. FINDINGS. The Issuer hereby finds and declares as follows: A. It is necessary and in the best interests of the health, safety, and welfare of the Issuer and its inhabitants that the Issuer refund the Refunded Indebtedness. The Issuer is authorized pursuant to the provisions of the Act to refund the Refunded Indebtedness. B. The Issuer is without adequate, currently available funds to refund the Refunded Indebtedness, and it is necessary and desirable and in the best interests of the Issuer that it borrow the money necessary to accomplish the refunding of the Refunded Indebtedness. The Issuer is authorized pursuant to the provisions of the Act to borrow moneys necessary to refund the Refunded Indebtedness. . C. The Trust Estate is not pledged or encumbered to pay any other debts or obligations of the Issuer except the Refunded Indebtedness, which will be retired simultaneously with issuance of the Bonds, and the Issuer's Taxable Airport Revenue Bonds, Series 2007 (the "Parity Indebtedness"). D, The Trust Estate is estimated to be sufficient to pay the Annual Debt Service on the Bonds and the Parity Indebtedness and to make all other payments required to be made by the provisions of the Trust Indenture. E. The principal of and interest on the Bonds, and all required payments into the Series 2013 Subaccounts established under the Trust Indenture, shall be payable from and secured solely by a pledge of and lien on the Trust Estate. Neither the Issuer nor the State of Florida nor any other political subdivision thereof shall ever be required to levy ad valorem taxes to pay the principal of and interest on the Bonds or to make any of the required payments under the Trust Indenture, and the Bonds shall not be secured by a lien upon any property owned by or situated within the corporate limits of the Issuer other than the Trust Estate in the manner provided herein. F, In order to enable the Original Purchaser for the Bonds to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"), in connection with the offering and sale of the Bonds, it is necessary that the Issuer's Preliminary Official Statement with respect to the Bonds be "deemed final" (except for permitted omissions) by a representative 3 of the Issuer. The Board hereby delegates to the Chairman the authority to certify the Preliminary Official Statement as "deemed final" under the Rule. G. A negotiated sale of the Bonds is in the best interest of the Issuer and is found to be necessary for the following reasons, as to which the following specific finding is hereby made: (1) the sensitivity of interest rates has increased the risk of sale upon advertisement, and it is more likely that the Issuer will achieve better market timing and therefore, a lower interest rate by sale through negotiation; and (2) the complex nature of the structure of the Bonds and the underlying security for the Bonds make it desirable that a pre-marketing of the Bonds be conducted, and this can more successfully be accomplished by using an underwriter through a negotiated sale process. H. In order to enable the timely sale and award of the Bonds, the Issuer hereby determines that it is in the best interests of the Issuer to authorize the County Manager and his staff to negotiate with the Original Purchaser a Bond Purchase Contract for the sale of the Bonds, on behalf of the Issuer, to the Original Purchaser, and to present the same to the Chairman. SECTION 3. REFUNDING OF REFUNDED INDEBTEDNESS. The refunding of the Refunded Indebtedness in the manner provided herein is hereby authorized. SECTION 4. AUTHORIZATION OF BONDS. For the purpose of providing funds to (i) refund the Refunded Indebtedness, and (ii) pay the costs of issuing the Bonds, and (iii) fund the other accounts as provided in the Trust Indenture, the issuance of the Bonds in an aggregate principal amount of not to exceed $15,000,000 is hereby authorized. The Bonds shall be in the aggregate principal amounts, dated such dates, shall bear interest at such rates, shall be payable or shall mature on such dates and in such amounts, shall be issued in such denominations, shall be subject to redemption at such time or times, and upon such terms and conditions, shall be payable at the place or places and in the manner, shall be executed, authenticated and delivered, shall otherwise be in such forms, and shall be subject to such terms and conditions, all as provided in the Trust Indenture and to be provided in the Bond Purchase Contract for the sale of the Bonds. The Bonds and the redemption premium, if any, and the interest thereon shall not be deemed to constitute a general debt, liability or obligation of the Issuer or the State, or of any other political subdivision thereof, or a pledge of the faith and credit of the Issuer or the State or of any other political subdivision thereof, but shall be payable solely from the Trust Estate provided therefor under the Trust Indenture, and the Issuer is not obligated to pay the Bonds or the interest thereon except from the amounts pledged therefor under the Trust Indenture, and neither the faith and credit nor the taxing power of the Issuer, the State or any other political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. SECTION 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF THIRD SUPPLEMENTAL INDENTURE. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds herein authorized, according to their tenor, purport and effect, and in order to secure the performance and observance of all the covenants, 4 agreements and conditions in the Bonds, the Issuer has agreed to enter into the Third Supplemental Indenture with the Trustee. The Third Supplemental Indenture, substantially in the form attached hereto as Exhibit "A", with such changes, corrections, insertions and deletions as may be approved by the Chairman of the Board, and containing the terms of negotiated sale to be approved by the Board, such approval to be evidenced conclusively by execution thereof, is hereby approved and authorized; and the Issuer hereby authorizes and directs the Chairman of the Board to date and execute and deliver the Third Supplemental Indenture, and the Third Supplemental Indenture, when executed and delivered by the Issuer as authorized herein and by the Trustee, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 6. AWARD OF BONDS. (a) The Issuer hereby finds, determines and declares that the timing and size of the issue and complexity of the financing plan for the Bonds and current rapidly changing bond market conditions require that the sale of the Bonds be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary