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

Bonds) held by taxpayers with incomes above certain thresholds to taxation for taxable years beginning after 2012. There can be no assurance that this legislation will be introduced or enacted, and if introduced and enacted, whether it will be introduced or enacted in the form recommended by the President or in a modified form. If enacted into law, such legislation could affect the market price or marketability of the Series 2013 Bonds. Premium Bonds The difference between the principal amount of the Series 2013. __ Bonds maturing on through and including (collectively, the "Premium Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriter or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each Premium Bond. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser=s adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. Discount Bonds Under the Code, the difference between the principal amount of the Series 2013. __ Bonds maturing on through and including (the "Discount Bonds"), and the initial offering price to the public, excluding bond houses and brokers, at which price a substantial amount of the Discount Bonds of the same maturity was sold, constitutes "original issue discount". Original issue discount on the Discount Bonds represents interest which is not includable in gross income. A portion of such interest that accrues to the owner of such Bonds in a year, as described below, is, however, included in the calculation of a corporate taxpayer's alternative minimum tax and environmental tax and may result in other collateral federal tax consequences although the owner may not have received cash in such year. Original issue discount on such Discount Bonds will accrue actuarially over the term of a Discount Bond at a 47 constant interest rate. A purchaser who acquires Discount Bonds at an issue price equal to the initial offering price thereof as set forth on the cover page of this Official Statement will be treated as receiving an amount of interest excluded from gross income for federal income tax purposes equal to the original issue discount accruing during the period such purchaser holds such Discount Bonds and will increase its adjusted basis in such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or the disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or price may be determined according to rules which differ from those described above. Holders of Discount Bonds should consult their own tax advisors with respect to the consequences of owning Discount Bonds, including the effect of such ownership under applicable state and local loans. RATINGS (" ") has issued a commitment for the delivery of its Financial Guaranty Insurance policy with respect to the Series 2013 Bonds on the date of issuance and delivery thereof. The Series 2013 Bonds are expected to be rated at the time of delivery thereof based upon the issuance of the policy. Financial Guaranty Insurance issued by currently results in bond issues being rated " " by Standard & Poor's Ratings Service. No assurance can be given that the rating assigned to the Series 2013 Bonds will not be different from those currently assigned to bond issues insured by Each such rating should be evaluated independently of any other rating. No application has been made to any other rating agency in order to obtain additional ratings on the Series 2013 Bonds. The ratings reflect the respective rating agency's current assessment of the creditworthiness of and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above described ratings of -insured issues are not recommendations to buy, sell or hold the Series 2013 Bonds, and such ratings may be subject to revision or withdrawals at any time by the rating agencies. Any downward revision or withdrawals of any of the ratings may have an adverse effect on the market price of the Series 2013 Bonds. FINANCIAL ADVISOR The County has retained Public Financial Management, Inc., Largo, Florida, as financial advisor to the County and, in that capacity, has provided advice in connection with the planning, structuring and issuance of the Series 2013 Bonds. The financial advisor will not engage in any underwriting activities with regard to the issuance and sale of the Series 2013 Bonds. The financial advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. A portion of the financial advisor’s fee is contingent upon the issuance of the Series 2013 Bonds and is expected to be paid from the proceeds of the Series 2013 Bonds. 48 UNDERWRITING The underwriter (the "Underwriter") for the Series 2013 Bonds is RBC Capital Markets, LLC. The Underwriter has agreed, subject to the proceedings authorizing the sale of the Series 2013 Bonds, to purchase the Series 2013 Bonds from the County, at a price of $ ($ par amount, less Underwriter's discount of $ and less original issue discount of §$ ), for the purpose of resale. The Underwriter has furnished the information on the cover page of this Official Statement pertaining to the public offering price of the Series 2013 Bonds. The public offering price of the Series 2013 Bonds may be changed from time to time by the Underwriter, and the Underwriter may allow a concession from the public offering price to certain dealers. None of the Series 2013 Bonds will be delivered by the County to the Underwriter unless all of the Series 2013 Bonds are so delivered. FINANCIAL STATEMENTS Excerpts from the audited financial statements of the County relating to the Airports System Enterprise Fund for the Fiscal Year ended September 30, 2012 have been included as Appendix A to this Official Statement as a public document. The auditor has not been requested to perform, and has not performed, any service in connection with, and is therefore not associated with, the offering of the Series 2013 Bonds. DISCLOSURE MATTERS Certificate as to Official Statement The County has duly authorized, executed and delivered this Official Statement. At the time of delivery of the Series 2013 Bonds to the Underwriters, the County will provide to the Underwriters a certificate (which may be included in a consolidated closing certificate of the County), signed by those County officials who signed this Official Statement, relating to the’ accuracy and completeness of this Official Statement and to its being deemed a "final official statement" in the judgment of the County for the purposes of SEC Rule 15c2-12(b)(3). Continuing Disclosure The County has covenanted for the benefit of Bondholders to provide certain financial information and operating data relating to the Airports and the Series 2013 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. Annual financial information and operating data and the audited financial statements will be filed by the County with the Municipal Securities Rulemaking Board's "EMMA" system, as well as any state information depository that is subsequently established in the State of Florida (the "SID"). The notices of material events, when and if they occur, shall be timely filed by the County with the Municipal Securities Rulemaking Board and with the SID. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX D — Form of Continuing Disclosure Certificate" attached hereto, The Continuing Disclosure Certificate will be executed by the County prior to the issuance of the Series 2013 Bonds. These covenants have been made in order to assist 49 the Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission. (REMAINDER OF PAGE INTENTIONALLY BLANK) 50 The County has undertaken measures to ensure future timely compliance with its continuing disclosure undertakings, and has timely filed all the required information annually since 2003. OKALOOSA COUNTY, FLORIDA By: Don R. Amunds, Chairman, Board of County Commissioners By: Don W. Howard Clerk, Board of County Commissioners Gary J. Stanford, Deputy Clerk and Finance Officer Ernie Padgett County Manager Sunil Harman, A.A.E., IAP Airport Director 31 APPENDIX A EXCERPTS FROM FINANCIAL STATEMENTS OF THE COUNTY RELATING TO THE AIRPORTS SYSTEM ENTERPRISE FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012 A-l APPENDIX B FORMS OF THE MASTER INDENTURE OF TRUST, THE FIRST SUPPLEMENTAL INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE AND THE THIRD SUPPLEMENTAL INDENTURE | This Appendix B includes the forms of the Master Indenture of Trust, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture for the Series 2013 Bonds in substantially the forms executed. B-1 APPENDIX C FORM OF BOND COUNSEL OPINION C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Okaloosa County, Florida (the "County") in connection with the issuance by the County of its $ Airport Revenue Refunding Bonds, Series 2013 (the "Bonds"). The Bonds are being issued pursuant to a Master Indenture of Trust dated as of August 1, 2003 between the County and JP Morgan Chase Bank, New York, New York, as predecessor trustee, as supplemented by a First Supplemental Indenture dated as of August 1, 2003, a Second Supplemental Indenture between the County and The Bank of New York, dated as of December 1, 2007, and as further supplemented by a Third Supplemental Indenture between the County and The Bank of New York Mellon Trust Company, N.A., as successor trustee, dated as of November 1, 2013. The County covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the County for the benefit of the Bondholders (including beneficial owners) and in order to assist the underwriters of the Bonds in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934 (the "Rule"). SECTION 2. NATURE OF UNDERTAKING. The County, in accordance with the Rule, hereby covenants to provide or cause to be provided: (a) to the Municipal Securities Rulemaking Board ("MSRB") through its EMMA system ("EMMA") and to any state information depository with which filings are required to be made by the