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

flexibility to change the maturities, redemption features and yields necessary to obtain the most favorable terms in the bond market. The negotiated sale of the Bonds pursuant to the Bond Purchase Contract in the form currently on file in the Clerk's office and incorporated herein by reference is hereby authorized pursuant to Section 218.385, Florida Statutes. (b) In order to assure timely sale of the Bonds in an uncertain economic environment, the Chairman is authorized to negotiate with the Original Purchaser the final pricing terms to be included in the form of Bond Purchase Contract, with the advice and assistance of the Issuer's financial advisor, subject to all of the following guidelines and parameters: (1) the aggregate principal amount of Bonds to be sold shall not exceed $15,000,000 and shall not exceed the amount needed to refund the Refunded Indebtedness and to fund the other accounts under the Trust Indenture. (2) the all-in true interest cost to the Issuer for the Bonds shall not exceed 6% per annum. (3) the Original Purchaser's gross spread (not inclusive of original issue premium or discount) shall be approved by the Issuer's financial advisor and shall not exceed one per centum (1%) of the par value of Bonds sold. (4) the final maturity of the Bonds shall not be later than October 1, 2030. SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be dated, shall be in denominations, shall be in the form of current interest bonds which bear interest at the rates, mature on the dates and in the amounts, and shall be redeemable, all as set forth in the Bond Purchase Contract. SECTION 8. APPROVAL OF OFFICIAL STATEMENTS FOR BONDS. The use of a final Official Statement relating to the Bonds, in substantially the form of the Preliminary Official Statement attached as Exhibit "B" hereto and incorporated herein by reference, with such revisions as are consistent with the Bond Purchase Contract and as shall hereafter be approved by 5 the Chairman acting on behalf of the Issuer, such approval to be evidenced by his execution thereof, is hereby authorized and approved in connection with marketing of the Bonds. The County Administrator of the Issuer is hereby authorized to certify that the Preliminary Official Statement is "deemed final" as of its date for purposes of, and except for certain omissions permitted by, SEC Rule 15c2-12. The Chairman of the Board, the Clerk of the Board, his Deputy Clerk and Finance Officer, County Administrator and Airports Director are hereby authorized to execute the final Official Statement and to deliver same to the Original Purchaser. Use by the Original Purchaser of the Preliminary Official Statement in marketing the Bonds is hereby approved. SECTION 9. EXECUTION OF BOND PURCHASE CONTRACT AND AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Chairman of the Board of the Issuer acting on behalf of the Issuer is hereby authorized and directed to execute, and the Clerk is authorized to attest, the Bond Purchase Contract, substantially in the form attached hereto as Exhibit "C", with such changes, modifications, additions and deletions as may be approved by the Chairman and Clerk, approval to be presumed by their execution thereof, and to deliver the Bond Purchase Contract to the Original Purchaser, and the Chairman of the Board and the Clerk are authorized to execute and attest the Bonds when prepared, and deliver the same to the Original Purchaser upon payment of the purchase price and pursuant to the conditions stated in the Bond Purchase Contract. The Chairman of the Board, County Administrator, Clerk, Deputy Clerk and Finance Officer, County Attorney, and Nabors, Giblin & Nickerson, P.A., bond counsel for the Issuer, are each designated agents of the Issuer in connection with the issuance and delivery of the Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the Bonds, including the Escrow Agreement described below and in the purchase of any escrow securities associated therewith, and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the Bonds heretofore taken by the Issuer, including, without limitation, any agreements or other instruments related to bond insurance for the Bonds. SECTION 10. MUNICIPAL BOND INSURANCE POLICY. After such formal or informal solicitation process as the Chairman shall approve, the Chairman is authorized to approve issuance of a Bond Insurance Policy by a Bond Insurer in accordance with a commitment letter to be placed on file in the office of the Clerk for insurance on the Bonds, and the provisions thereof are incorporated by reference herein and shall be made a part hereof as fully as if set out herein in full, and, while the policy is in force and the Bond Insurer is not in default thereunder, shall prevail over any provisions in this Resolution inconsistent therewith. SECTION 11. SECONDARY MARKET DISCLOSURE. The Issuer hereby covenants with the registered owners and beneficial owners of any and all of the Bonds to make public and file the information set forth in the Continuing Disclosure Certificate as provided in the form appended to the Official Statement. Such undertaking is made to comply with Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission (the "SEC") and is intended to be construed to satisfy the requirements of the Rule. SECTION 12. APPOINTMENT OF TRUSTEE AND ESCROW AGENT; AUTHORIZATION OF ESCROW AGREEMENT. The Issuer hereby confirms the 6 appointment of The Bank of New York Mellon Trust Company, N.A. to serve as Trustee under the Indenture with respect to the Bonds and as escrow agent (the "Escrow Agent") under an Escrow Deposit Agreement (the "Escrow Deposit Agreement") to be entered into between the Issuer and the Escrow Agent. The Chairman and Clerk are hereby authorized to enter into the Escrow Deposit Agreement in substantially the form attached to this Resolution as Exhibit "D" and incorporated herein by reference, with such changes, modifications, additions and deletions as approved by the Chairman and Clerk, approval to be presumed by their execution thereof. SECTION 13. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Bonds or the documents referred to herein or any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing the Bonds or any document referred to herein or any certificate or other instrument to be executed in connection with the issuance of the Bonds shall be liable personally thereon, or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 14. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein, in the Bonds or in the documents referred to herein, nothing in this Resolution, the Bonds or the documents, express or implied, is intended or shall be construed to confer upon any person, firm, corporation or other organization, other than the Issuer, the Trustee and the Original Purchaser (and subsequent holders from time to time) of the Bonds any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Bonds or the documents, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Trustee and the Original Purchaser (and subsequent holders from time to time) of the Bonds. SECTION 15. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions hereof or of the Bonds. SECTION 16. REPEALING CLAUSE. All resolutions or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. PASSED, APPROVED AND ADOPTED this 15" day of October 2013. BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA By: Don R. Amunds Chairman, Board of County Commissioners Attest: By: Gary J.Stanford Clerk of the Circuit Court and ex officio Clerk, Board of County Commissioners EXHIBIT "A" THIRD SUPPLEMENTAL INDENTURE A-1 EXHIBIT "B" PRELIMINARY OFFICIAL STATEMENT B-1 EXHIBIT "C" BOND PURCHASE CONTRACT C-1 EXIBIT "D" ESCROW DEPOSIT AGREEMENT D-1 NGN DRAFT No.4: 9/30/13 019-13 PRELIMINARY OFFICIAL STATEMENT DATED , 2013 NEW ISSUE BOOK-ENTRY ONLY RATINGS: See "RATINGS" herein. In the opinion of Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, interest on the Series 2013 Bonds is excluded from gross income for Federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Bond Counsel is also of the opinion that interest on the Series 2013 Bonds is treated as an item of tax preference for federal income tax purposes. See "TAX EXEMPTION" herein regarding certain other tax considerations. OKALOOSA COUNTY, FLORIDA $ * Airport Revenue Refunding Bonds, Series 2013 (AMT) Dated: Date of Delivery Due: October 1, as shown on the inside cover The Airport Revenue Refunding Bonds, Series 2013 (AMT) (the "Series 2013 Bonds") are being issued by Okaloosa County, Florida (the "County") for the purpose of refunding the County's Airport Revenue Bonds, Series 2003 and certain other outstanding indebtedness. The Series 2013 Bonds are being issued as fully registered Bonds in denominations of $5,000 or any integral multiple thereof pursuant to the provisions of a Master Indenture of Trust (the "Master Indenture"), as supplemented by a First Supplemental Indenture, both dated as of August 1, 2003, a Second Supplemental Indenture dated as of December 1, 2007, and as further supplemented by a Third Supplemental Indenture dated as of November 1, 2013, by between the County and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"), The Master Indenture, as amended and supplemented, is herein sometimes collectively called the "Indenture". Interest on the Series 2013 Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2014 (each, an "Interest Payment Date"). The Series 2013 Bonds will initially be registered in the name of Cede & Co. as registered owner and nominee for The Depository Trust Company, New York, New York ("DTC"). Purchasers of the Series 2013 Bonds (the "Beneficial Owners") will not receive physical delivery of the Series 2013 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payment of the principal of and interest on the Series 2013 Bonds will be made directly to such registered owner, which will in turn remit such payments to DTC Participants and Indirect Participants for subsequent disbursement to the Beneficial Owners. The Series 2013 Bonds are subject to redemption prior to maturity as more fully described herein. The Series 2013 Bonds will be payable from and secured by a lien upon and pledge of the Net Revenues derived by the County