Okaloosa County BOCC — October 2, 2012 — Revised Resolution

A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA, AGREEING TO PARTICIPATION IN A NEW POOLED COMMERCIAL PAPER LOAN PROGRAM OF THE FLORIDA LOCAL GOVERNMENT FINANCE COMMISSION; AUTHORIZING AND DIRECTING EXECUTION AND DELIVERY OF A_ LOAN AGREEMENT WITH THE FLORIDA LOCAL GOVERNMENT FINANCE COMMISSION AND JPMORGAN CHASE BANK, N.A.; AUTHORIZING THE BORROWING OF NOT EXCEEDING $2,000,000 PURSUANT TO THE TERMS OF THE LOAN AGREEMENT (AIRPORT REVENUES) IN ORDER TO REFINANCE AN EXISTING LOAN PREVIOUSLY MADE TO THE COUNTY UNDER ONE OF THE FLORIDA LOCAL GOVERNMENT FINANCE COMMISSION'S OTHER LOAN PROGRAMS; AUTHORIZING THE EXECUTION OF A LOAN NOTE OR LOAN NOTES TO EVIDENCE SUCH BORROWING AND AGREEING TO SECURE SUCH BORROWING WITH NET REVENUES OF THE AIRPORT SYSTEM AND, TO THE EXTENT SUCH NET REVENUES ARE INSUFFICIENT, A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES OF THE COUNTY, ALL AS PROVIDED IN THE LOAN AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO EFFECT SUCH BORROWING; AMENDING RESOLUTION NO. 08-52 IN CERTAIN RESPECTS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA: SECTION 1. DEFINITIONS. Unless the context of use indicates another meaning or intent, the following words and terms as used in this Resolution shall have the following meanings. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the hereinafter defined Loan Agreement. "Act" means, collectively, Part I, Chapter 125, Florida Statutes, Part I, Chapter 163, Florida Statutes, and all other applicable provisions of law. "Additional Payments" means the payments required to be made by the Public Agency pursuant to Sections 5.02(b), 5.02(c), 5.02(d), 5.05, 6.06(e) and 8.04 of the Loan Agreement. "Airport Indenture" means that certain Master Indenture of Trust between the Public Agency and The Bank of New York (as successor to JPMorgan Chase Bank), dated as of August 1, 2003, as amended and supplemented from time to time, and any successor instrument thereto. "Bank" means JPMorgan Chase Bank, N.A., and any successors thereto. "Board" means the Board of County Commissioners of the Public Agency. "Chairman" means the Chairman or Vice Chairman of the Board, and such other person as may be duly authorized to act on his or her behalf. "Clerk" means the Clerk of the Public Agency, and such other person as may be duly authorized to act on his or her behalf. "Commission" means the Florida Local Government Finance Commission, and any assigns or successors thereto. "Designated Revenues" means (1) the Net Revenues to the extent provided in the Loan Agreement, (2) the proceeds of the Loans pending the application thereof, (3) the Public Agency Moneys, if any, (4) the proceeds of any obligations issued to refinance projects financed or refinanced, and (5) the Pledged Revenues, if any, which shail additionally secure the Loan Repayments as provided in the Loan Agreement. "Loan" means the loan to be made by the Commission to the Public Agency from proceeds of the Series A Notes in accordance with the terms of this Resolution and of the Loan Agreement. "Loan Agreement" means the Loan Agreement (Airport Revenues), in substantially the form attached hereto as Exhibit C, among the Public Agency, the Commission and the Bank, pursuant to which the Commission will loan a portion of the Series A Notes proceeds to the Public Agency, as the same may be amended and supplemented. "Loan Rate" has the meaning set forth in the Loan Agreement. "Loan Repayments" or "Repayments" means the payments of principal and. interest on the Loan Amounts payable by the Public Agency pursuant to the provisions of the Loan Agreement and all other payments, including Additional Payments, payable by the Public Agency pursuant to the provisions of the Loan Agreement. "Net Revenues" for any fiscal year of the Public Agency or other period of time shall mean Revenues for such year or period, less the amount needed for the payment of Operation and Maintenance Expenses for such year or period. "Non-Ad Valorem Revenues" means all legally available revenues of the Public Agency derived from any source whatsoever other than ad valorem taxation on real.and personal property, which are legally available to make the Loan Repayments required in the Loan Agreement. "Operation and Maintenance Expenses" shall have the mean provided therefor in the Airport Indenture. "Prior Loan" means the Okaloosa County, Florida Revenue Note, Draw No. B-1- 1 (Airport Revenues), the proceed of which were used to finance the acquisition and construction of various capital improvements to the Okaloosa Regional Airport and the Bob Sikes Airport (the "Refinanced Project"). "Program" means the Pooled Commercial Paper Loan Program established by the Commission for which the Bank currently provides the Credit Facility. "Public Agency" means Okaloosa County, Florida, a political subdivision of the State of Florida. "Public Agency Moneys" shall mean the moneys budgeted and appropriated by the Public Agency from Non-Ad Valorem Revenues for payment of the Loan Repayments pursuant to the Public Agency's covenant to budget and appropriate such Non-Ad Valorem Revenues contained in Section 6.04 of the Loan Agreement. "Repayment Schedule" means the schedule of Repayments of the Loan as provided in Exhibit A attached hereto, as the same may be amended or modified from time to time. "Resolution" means this Resolution, as the same may from time to time be amended, modified or supplemented. "Revenues" shall have the meaning provided therefor in the Airport Indenture. "Senior Obligations" means any Bonds (as defined in the Airport Indenture) heretofore or hereafter issued and outstanding from time to time under the Airport Indenture. "Series A Notes" means the Commission's Pooled Commercial Paper Notes, Series A (Governmental Issue), to be issued from time to time by the Commission. The terms “herein,” "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 2. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Commission has been established for the principal purpose of issuing commercial paper notes in order to provide funds to loan to public agencies, such as the Public Agency, desiring to finance the cost of acquiring, constructing and equipping capital improvements and to finance other governmental needs. (B) In furtherance of the foregoing, the Commission shall issue, from time to time, commercial paper notes to be known as "Florida Local Government Finance Commission Pooled Commercial Paper Notes, Series A (Governmental Issue)" pursuant to the Program and shall loan the proceeds of such Series A Notes to public agencies, including the Public Agency. (C) Pursuant to the authority of the Act, the Commission has agreed to loan, from time to time, to the Public Agency such amounts as shall be authorized herein and in the Loan Agreement in order to enable the Public Agency to finance, refinance and/or reimburse the costs of the acquisition, construction and equipping of various capital improvements and other Public Agency Expenses, and the Public Agency desires to borrow such amounts from the Commission subject to the terms and conditions of the Loan Agreement. (D) The proceeds of the Prior Loan were used to finance a portion of the costs of the Refinanced Project. (E) Inasmuch as the Commission has informed the Public Agency that the Program replaced the Commission's other loan programs, the Public Agency desires to refinance the Prior Loan through the Program, all in accordance with the terms hereof. (F) The Public Agency is authorized under and pursuant to the Act to enter into the Loan Agreement for the purposes set forth therein. (G) The Loan shall be repaid solely from the Designated Revenues as provided in the Loan Agreement. Such Designated Revenues shall include a pledge of and lien on the Net Revenues which shall be subordinate and junior in all respects to the pledge of and lien on such Net Revenues granted to the holders of the Senior Obligations. The ad valorem taxing power of the Public Agency will never be necessary or authorized to make the Loan Repayments. (H) Due to the potential volatility of the market for tax-exempt obligations such as the Note or Notes to be issued evidencing the Loan, the complexity of the transactions relating to such Note or Notes and the uniqueness of the Program, it is in the best interest of the Public Agency to deliver the Note or Notes to the Commission pursuant to the Program by a negotiated sale pursuant to Section 218.385(1), Florida Statutes, allowing the Public Agency to utilize the Program in which it participates from time to time and to enter the market at the most advantageous time, rather than at a specified advertised date, thereby permitting the Public Agency to obtain the best possible price, issuance costs and interest rate for such Note or Notes. SECTION 4. AGREEMENT TO PARTICIPATE IN PROGRAM. Adoption of this Resolution will constitute an agreement of the Public Agency to participate in the Program pursuant to the terms of the Loan Agreement. SECTION 5. AUTHORIZATION OF LOAN AGREEMENT, — In connection with the Loan, the Public Agency hereby authorizes and directs the Chairman to execute, and the Clerk to attest under the seal of the Public Agency, the Loan Agreement, and to deliver the Loan Agreement to the Commission for its execution. All of the provisions of the Loan Agreement, when executed and delivered by the Public Agency as authorized herein and when duly authorized, executed and delivered by the Commission, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Loan Agreement shall be in substantially the form attached hereto as Exhibit C, with such changes, amendments, modifications, omissions and additions, including the date of such Loan Agreement, as may be approved by the Chairman. Execution of the Loan Agreement by the Chairman shall be deemed to be conclusive evidence of approval of such changes. SECTION 6. TERMS OF LOAN. The Public Agency hereby approves of the Loan in an aggregate principal amount of not exceeding $2,000,0000 for the purposes of providing the Public Agency with sufficient funds to refinance the Prior Loan. The Chairman and the Clerk are hereby authorized to execute, seal and deliver on behalf of the Public Agency a Loan Note or Notes and other documents, instruments, agreements and certificates necessary or desirable to effectuate the Loan as provided in the Loan Agreement. The Loan Notes shall reflect the terms of the Loan or draws made on account of the Loan and shall be substantially in the form attached to the Loan Agreement as Exhibit D. The Chairman shall determine the amount of funding of the Loan in accordance with the terms of the Loan Agreement as shall be determined necessary to refinance the Prior Loan. The repayment of the Loan or the draws made on account of the Loan shall be made in accordance with the Repayment Schedule provided in Exhibit A attached hereto and the terms of the Loan Agreement or at such other time or times as shall be determined by the Chairman and shall be permitted by the Loan Agreement. The Loan is subject to mandatory prepayment in accordance with Section 5.06 of the Loan Agreement. Draws made in regard to the Loan shall bear interest at the Loan Rate in accordance with the terms of the Loan Agreement. The Public Agency further agrees to make all Loan Repayments required of it pursuant to the terms of the Loan Agreement. The letter of credit fee with respect to the Loan shall equal 85 basis points or such other amount as may be agreed upon between the Public Agency and the Bank. SECTION 7. AUTHORIZATION OF THE REFINANCING. The Public Agency does hereby authorize the refinancing of the Prior Loan as provided herein. SECTION 8. SECURITY FOR THE LOAN. The Public Agency's obligation to repay the Loan will be secured by a pledge of and lien upon the Designated Revenues in accordance with the terms of the Loan Agreement. The obligation of the Public Agency to repay the Loan shall not be deemed a pledge of the faith and credit or taxing power of the Public Agency and such obligation shall not create a lien on any property whatsoever of or in the Public Agency other than the Designated Revenues. SECTION 9, AMENDMENT OF RESOLUTION NO. 08-52. The description of the Project B-1 as set forth on Exhibit A to Resolution No. 08-52, adopted by the Public Agency on February 19, 2008, is hereby amended in its entirety to read as set forth in Exhibit B hereto, SECTION 10. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the making of the Loan by the Commission, this Resolution shall be deemed to be and shall constitute a contract between (i) the Public Agency and (ii) the Commission and the Bank. SECTION 11. GENERAL AUTHORITY. The members of the Board and the officers, attorneys and other agents or employees of the Public Agency are hereby authorized to do all acts and things required of them by this. Resolution and the Loan Agreement, or desirable or consistent with the requirements of this Resolution and the Loan Agreement, for the full punctual and complete performance of all the terms, covenants and agreements contained in this Resolution and the Loan Agreement, and each member, employee, attorney and officer of the Public Agency or its Board is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution and the Loan Agreement. SECTION 12. SEVERABILITY. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision 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. SECTION 13. REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 14. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. DULY ADOPTED, in Regular Session this day of , 2012. BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA (SEAL) By: Chairman ATTEST: By: Clerk EXHIBIT A PROPOSED REPAYMENT SCHEDULE* The principal of the Loan shall be repaid as follows (or on such other date or dates and in such amounts as the Chairman shall determine): Date Principal Amount December 5, 2017 $2,000,000 *The Loan is subject to mandatory prepayment pursuant to Section 5.06 of the Loan Agreement. EXHIBIT B Project Description The Project B-1 shall consist of local match funding for: construction of an approximately 4,000 square foot airport maintenance facility at the NW Florida Regional Airport rehabilitation of approximately 8,000 feet of Runway 17/35 at the Bob Sikes Airport construction of a public safety facility addition to the NW Florida Regional Airport terminal capital improvements to the runway at Destin/Fort Walton Beach Airport, including overlay EXHIBIT C FORM OF LOAN AGREEMENT (AIRPORT REVENUES)