Okaloosa County BOCC — November 4, 2014 — Bond Purchase Agreement

BOND PURCHASE AGREEMENT $_________ OKALOOSA COUNTY, FLORIDA Sales Tax Revenue Bonds, Series 2014 November ___, 2014 Board of County Commissioners of Okaloosa County 302 Wilson Street, N. Crestview, Florida Ladies and Gentlemen: RBC Capital Markets, LLC, and its successors and assigns, on behalf of itself and Crews & Associates, Inc. (collectively, the "Underwriter"), on behalf of itself, and not acting as fiduciary or agent for you, offers to enter into this agreement (the "Bond Purchase Agreement") with Okaloosa County, Florida (the "County"), which, upon your acceptance of this offer, will be binding upon the County and, jointly and severally, upon the Underwriter. This offer is made subject to your acceptance on or before 11:59 p.m., Eastern time, on the date hereof and if not so accepted, will be subject to withdrawal by the Underwriter upon notice to the County at any time prior to your acceptance hereof. Capitalized terms not defined herein shall have the meanings ascribed to them in the Resolution (as defined herein). SECTION 1. PURCHASE AND SALE. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the County for offering to the public, and the County hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the County's $_________ aggregate principal amount of Okaloosa County, Florida Sales Tax Revenue Bonds, Series 2014 (the "Series 2014 Bonds"). The Series 2014 Bonds shall be dated the date of their delivery and shall be issued in such principal amounts and bear such rates of interest as set forth in Exhibit A attached hereto. Interest on the Series 2014 Bonds shall be payable April 1 and October 1 of each year, commencing April 1, 2015. The aggregate purchase price of the Series 2014 Bonds is $_________ (representing the principal amount of $________ plus net original issue premium of $_________ less Underwriter discount of $________). The Series 2014 Bonds shall initially be offered to the public as set forth in Section 3 hereof at such prices or yields as indicated on Exhibit A attached hereto. The Series 2014 Bonds shall be issued pursuant to and under the authority of Chapter 125, Part I, Florida Statutes, and other applicable provisions of law, and Resolution No. 09-190 adopted by the Board of County Commissioners of Okaloosa County, Florida on November 17, 2009, as amended and supplemented by Resolution No. 14- ____ adopted by the Board of County Commissioners of Okaloosa County, Florida on _________, 2014 (collectively, the "Resolution"). The Series 2014 Bonds are limited obligations of the City, payable solely from and secured by (1) a lien on and pledge of the local government half-cent sales tax allocated for and distributed monthly to the County pursuant to Chapter 218, Part VI, Florida Statutes (the "Sales Tax Revenues") and, (2) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts established in the Resolution, other than the Rebate Fund (collectively, the "Pledged Funds"). The County is proposing to issue the Series 2014 Bonds to: (i) finance the costs of the acquisition and construction of improvements to County facilities, including the Crestview courthouse; (ii) pay certain costs of issuance incurred with respect to such Series 2014 Bonds. The Series 2014 Bonds and the interest thereon will be payable from and secured equally and ratably by a pledge of and lien upon the Pledged Funds, all in the manner and to the extent set forth in the Resolution. Concurrently with the execution and delivery of the Series 2014 Bonds, there are to be executed and delivered, among other things, (a) the Continuing Disclosure Certificate of the County, dated as of the Closing Date (as hereinafter defined) (the "Continuing Disclosure Certificate"), (b) the Registrar and Paying Agent Agreement, dated as of the Closing Date (the "Registrar and Paying Agent Agreement"), between the County and _________________________, its successors and assigns, as registrar and paying agent for the Series 2014 Bonds (the "Registrar and Paying Agent"), and (c) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 2014 Bonds. Inasmuch as this purchase and sale represents a negotiated transaction, the County acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the County and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the County; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the County with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the County on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own accounts, (iv) the only obligations the Underwriter has to the County with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the County has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this Agreement and to act hereunder. SECTION 2. UNDERWRITER'S LIABILITY. Delivered to you herewith, as a good faith deposit, is a federal funds wire transfer from the Underwriter deposited to the account of the County previously designated by the County, in the amount of $________ as security for the performance by the Underwriter of their obligation to accept and pay for the Series 2014 Bonds at Closing in accordance with the provisions of this Bond Purchase 2 Agreement. In the event that you accept this offer, such wired funds shall be held by the County and applied to the purchase price of the Series 2014 Bonds at the closing. In the event you do not accept this offer, such wired funds shall be immediately returned to the Underwriter. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Series 2014 Bonds at the Closing as provided herein, the wired funds may be retained by the County as full liquidated damages for the failure of the Underwriter to accept and pay for the Series 2014 Bonds at closing and for any and all defaults hereunder on the part of the Underwriter, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriter, it being understood by both the County and the Underwriter that actual damages in such circumstances may be difficult or impossible to compute. In the event that the County fails to deliver the Series 2014 Bonds at the Closing, or if the County is unable at or prior to the Closing Date to satisfy or cause to be satisfied the conditions to the obligations of the Underwriter contained in this Bond Purchase Agreement, or if the obligations of the Underwriter contained herein shall be cancelled or terminated for any reason permitted by this Bond Purchase Agreement, the County shall be obligated to immediately return the wired funds to the Underwriter and such return shall constitute a full release and discharge of all claims by the County and the Underwriter arising out of the transactions contemplated herein except for the respective obligations of the County and the Underwriter set forth in Section 8 below. SECTION 3. OFFERING. The Underwriter agrees to make a public offering of the Series 2014 Bonds at the initial offering prices or yields set forth in Exhibit A attached hereto; provided, however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering prices or yields as the Underwriter shall deem necessary in connection with the marketing of the Series 2014 Bonds. It shall be a condition of your obligation to sell the Series 2014 Bonds to the Underwriter and to deliver the Series 2014 Bonds to the Underwriter as provided in Section 6 hereof, and the obligation of the Underwriter to purchase and accept delivery of the Series 2014 Bonds, that the entire initial aggregate principal amount of the Series 2014 Bonds shall be sold and delivered by you and accepted and paid for by the Underwriter at the Closing. SECTION 4. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The County hereby confirms that it has made available to the Underwriter a Preliminary Official Statement of the County relating to the Series 2014 Bonds dated ________, 2014 (which, together with the cover page, inside cover page and appendices contained therein, is herein called the "Preliminary Official Statement"). Within seven business days of the acceptance hereof by the County, the County shall deliver to the Underwriter, at the County's expense, such reasonable number of conformed copies of the Official Statement (which, together with the cover page, inside cover and appendices contained therein, is herein called the "Official Statement"), as the Underwriter shall reasonably request which shall be sufficient in number to permit the Underwriter to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act of 1934") and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County, by its acceptance hereof, ratifies and approves the 3 Preliminary Official Statement as of its date and approves and authorizes the Underwriter to use the Official Statement and all documents described therein in connection with the public offering and the sale of the Series 2014 Bonds. The County agrees to make no amendments to the Official Statement without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld. In addition, the County will undertake, pursuant to the Resolution and the Continuing Disclosure Certificate, to provide certain annual financial and operating information and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. In accordance with Section 218.385(6), Florida Statutes, the Underwriter hereby discloses the required information as provided in Exhibit B attached hereto. In accordance with Sections 218.385(2) and (3), Florida Statutes, the Underwriter have delivered to the County the Truth-in-Bonding statement, which statement is attached hereto as Exhibit C. SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The County hereby represents, warrants and agrees as follows: (a) As of the date of the Preliminary Official Statement and the date of this Bond Purchase Agreement, and as of the date of the Official Statement and at the time of Closing, the statements and information contained in the Preliminary Official Statement and Official Statement will be true, correct and complete in all material respects and the Preliminary Official Statement and Official Statement will not omit any statement or information which should be included therein for the purposes for which the Preliminary Official Statement and Official Statement are to be used or which is necessary to make the statements or information contained therein, in light of the circumstances under which they were made, not misleading (provided, however, that no representation or warranty is being provided with respect to DTC and its book- entry system of registration or any bond insurer or insurance policy). (b) Between the date of this Bond Purchase Agreement and the time of Closing, the County will not execute any bonds, notes or obligations for borrowed money, other than the Series 2014 Bonds, which pledge the Pledged Funds, without giving prior written notice thereof to the Underwriter. (c) The County is, and will be at the Closing Date, duly organized and validly existing as a municipal corporation and public body corporate and politic of the State of Florida, with the powers and authority set forth in the Act. (d) The County has full legal right, power and authority to: (i) enter into this Bond Purchase Agreement, the Registrar and Paying Agent Agreement and the Continuing Disclosure Certificate, (ii) adopt the Resolution, (iii) sell, issue and deliver the Series 2014 Bonds to the Underwriter under the Act as provided herein, (iv) execute the Official Statement, and (v) carry out and consummate the transactions contemplated by this Bond Purchase Agreement, the Resolution, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate and the Official Statement, and the County has complied, and at the Closing will be in compliance, in all respects, with the terms of the Act and with the obligations on its part in connection with the issuance of the Series 2014 Bonds contained in the Resolution, the Series 4 2014 Bonds, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate and this Bond Purchase Agreement. (e) By all necessary official action, the County has (i) duly adopted the Resolution (ii) duly authorized and approved the Preliminary Official Statement and the Official Statement, and (iii) duly authorized and approved the execution and delivery of, and the performance by the County of, the Series 2014 Bonds, this Bond Purchase Agreement, the Resolution, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate and all other obligations on its part in connection with the issuance of the Series 2014 Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate and the Official Statement in connection with the issuance of the Series 2014 Bonds; and upon delivery of the Series 2014 Bonds at the Closing, the Resolution, this Bond Purchase Agreement, the Registrar and Paying Agent Agreement, and Continuing Disclosure Certificate will constitute legal, valid and binding obligations of the County, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (f) When delivered to the Underwriter and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Series 2014 Bonds shall be entitled to the benefits of the Resolution, including a pledge of and lien upon the Pledged Funds in accordance with the provisions of the Resolution, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (g) The adoption of the Resolution and the authorization, execution and delivery of this Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate and the Series 2014 Bonds, and compliance with the provisions hereof and thereof, will not conflict with or constitute a material breach of or default under any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the County was or is subject, as the case may be, nor will such adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the County, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution. (h) At the time of Closing, the County will be in compliance in all respects with the covenants and agreements contained in the Resolution and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Resolution will have occurred or be continuing. (i) Except as provided in the Official Statement, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County of its obligations hereunder and its obligations under the Resolution have been obtained and are in full force and effect. 5  (j) The County is lawfully empowered to pledge and grant a lien on the Pledged Funds for payment of the principal of, redemption premium, if any, and interest on the Series 2014 Bonds. (k) Except as expressly disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency or public board or body pending or, to the best knowledge of the County, threatened against the County, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2014 Bonds or the collection, pledge of and lien on the Pledged Funds or contesting or affecting as to the County the validity or enforceability in any respect of the Series 2014 Bonds, the Resolution, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate or this Bond Purchase Agreement, or contesting the tax-exempt status of interest on the Series 2014 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the County or any authority for the issuance of the Series 2014 Bonds, the adoption of the Resolution, or the execution and delivery by the County of the Series 2014 Bonds, this Bond Purchase Agreement, the Registrar and Paying Agent Agreement, or the Continuing Disclosure Certificate. (l) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the Series 2014 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) determine the eligibility of the Series 2014 Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2014 Bonds; provided, however, that the County shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (m) The County will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Series 2014 Bonds to be applied in a manner contrary to that provided for in the Resolution, and as described in the Official Statement. (n) The County neither is nor has been in default at any time after December 31, 1975, as to principal or interest with respect to an obligation issued or guaranteed by the County as to which County revenues are pledged or payable with respect thereto. (o) As of its date, the Preliminary Official Statement was deemed "final" by the County for the purposes of SEC Rule 15c2-12(b)(1) except for the omission of certain matters permitted thereby. (p) If, after the date of this Bond Purchase Agreement and until the earlier of (i) 90 days from the end of the "underwriting period" (as defined in SEC Rule 15c2-12) or (ii) the time when the Official Statement is available to any person from a nationally recognized repository, but in no case less than 25 days following the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to 6 make the statements therein, in the light of the circumstances under which they were made, not misleading, the County shall notify the Underwriter thereof and, if in the reasonable opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County will at its own expense forthwith prepare and furnish to the Underwriter a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will supplement or amend the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. (q) The County's financial statements for the year ended September 30, 2013 present fairly the financial position of the County as of the date indicated, said financial statements have been prepared in conformity with generally accepted accounting principles consistently applied and since September 30, 2013 there has been no material or adverse change in the financial position or results of operations of the County, nor has the County incurred any material liabilities other than in the ordinary course of business. (r) Any certificate signed by any official of the County and delivered to the Underwriter shall be deemed a representation and warranty by the County to the Underwriter as to the truth of the statements therein contained. (s) Except as expressly disclosed in the Official Statement, the County has never failed to comply with any prior continuing disclosure obligation arising out of SEC Rule 15c2- 12. (t) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (u) At the time of the County's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 4 of this Bond Purchase Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If the Official Statement is supplemented or amended pursuant to Section 4 of this Bond Purchase Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading. 7  (w) The financial statements of, and other financial information regarding, the County, in the Official Statement fairly present the financial position and results of the County as of the dates and for the periods therein set forth. Prior to the Closing Date, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the County. The County agrees that all representations, warranties and covenants made by it herein, and in certificates, agreements or other instruments delivered pursuant hereto or in connection herewith, shall be deemed to have been relied upon by the Underwriter, and that all representations, warranties and covenants made by the County herein and therein and all of the Underwriter’s rights hereunder and thereunder shall survive the delivery of the Bonds. SECTION 6. CLOSING. At noon, local time, __________, 2014 (the "Closing Date"), or at such time on such earlier or later date as shall be agreed upon, the County will, subject to the terms and conditions hereof, deliver to the Underwriter in care of DTC or its agent, the Series 2014 Bonds in permanent form, duly executed, and will deliver the other documents herein mentioned at a location mutually agreed upon by the County and the Underwriter; and the Underwriter will pay the purchase price of the Series 2014 Bonds as set forth in Section 1 hereof by immediately available funds, payable to the order of the County. This delivery and payment is herein called the "Closing." SECTION 7. CLOSING CONDITIONS. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations and warranties of the County herein contained and the performance by the County of its obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations of the Underwriter under this Bond Purchase Agreement are and shall be subject to each of the following conditions and the obligations of the County shall be subject to the County being paid the aggregate purchase price of the Series 2014 Bonds and the County receiving the items described in conditions (f) (ii), (f) (iv) and (f) (vi) through (f) (xi): (a) The representations and warranties of the County contained herein shall be true and correct as of the date hereof and as of the Closing Date, as if made on the Closing Date. (b) The County shall have performed all agreements of the County required to be performed under the Resolution and this Purchase Agreement prior to or on the Closing Date. (c) At the time of the Closing, the Resolution shall be in full force and effect in accordance with its terms and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter. (d) At the time of the Closing, all official action of the County relating to this Bond Purchase Agreement, the Resolution, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate, the Official Statement and the Series 2014 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriter. 8  (e) The Underwriter may terminate the Underwriter obligations hereunder by written notice to the County if, at any time subsequent to the date hereof and on or prior to the Closing Date: (i) legislation shall have been introduced in or enacted by the Congress of the United States or enacted by the State of Florida, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives or legislation shall have been proposed for consideration by either such Committee, by the Staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or the State of Florida, including the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been proposed or a form of notice shall have been issued by the Treasury Department of the United States, or the Internal Revenue Service or other federal or State of Florida authority, with respect to Federal or State of Florida taxation upon interest on obligations of the general character of the Series 2014 Bonds, which (A) may have the purpose or effect, directly or indirectly, of affecting the tax status of the County, its property or income, its securities (including the Series 2014 Bonds) or the interest thereon, or any applicable tax exemption granted or authorized by the State of Florida and, (B) which in the reasonable opinion of the Underwriter, affects adversely the market for the Series 2014 Bonds, or the market price generally of obligations of the general character of the Series 2014 Bonds; (ii) (A) in the Underwriter's reasonable opinion, the market price of the Series 2014 Bonds is materially adversely affected because: (I) additional material restrictions not in force as of the effective date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (II) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Series 2014 Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force; or (III) a general banking moratorium shall have been established by federal, New York or Florida authorities; or (B) there shall have occurred any material change, or any other event, or information becoming known, which in the Underwriter's reasonable opinion makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or materially adversely affects the marketability of the Series 2014 Bonds at the purchase price set forth in Section 1 herein; or (C) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance, sale or delivery of the Series 2014 Bonds or in any way contesting or affecting any authority for 9  or the validity of the Series 2014 Bonds, any of the proceedings of the County taken with respect to the issuance or sale thereof, the pledge or application of any moneys or securities provided for the payment of the Series 2014 Bonds or the existence or powers of the County; or (D) there shall have occurred any materially adverse change in the affairs or financial condition of the County; (iii) (A) in the Underwriter's reasonable opinion, and concurrence by the appropriate representatives of the County, the purchase price of the Series 2014 Bonds set forth in Section 1 herein is adversely affected because a war involving the United States of America shall have been declared, or (B) any other national or international calamity shall have occurred (economic or otherwise), or any conflict involving the armed forces of the United States of America shall have escalated to such magnitude as to materially affect the Underwriter' physical or technical ability to market the Series 2014 Bonds; (iv) a stop order, release, regulation, or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Series 2014 Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Series 2014 Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act of 1934 and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); (v) legislation shall be enacted or be proposed or actively considered for enactment, or a decision by a court of the United States shall be rendered, or a ruling, or regulation, by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that the Series 2014 Bonds or any securities of the County, any obligations of the general character of the Series 2014 Bonds, and the Resolution, are not exempt from the registration, qualification or other requirements of the Securities Act, as then in effect or of the Trust Indenture Act, as then in effect, or otherwise, or would be in violation of any provision of the federal securities laws; (vi) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (vii) there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the County's obligations; or (viii) there shall have occurred any materially adverse change in the affairs or financial condition of the County. (f) At or prior to the Closing Date, the Underwriter shall receive the following documents: 10  (i) The Resolution certified by the Clerk under seal as having been duly adopted by the County and as being in effect, with such supplements, modifications or amendments as may have been agreed to by the Underwriter. (ii) A final approving opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, addressed to the County, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix D. (iii) A letter of Bond Counsel addressed to the Underwriter, and dated the Closing Date, to the effect that their final approving opinion referred to in Section 7(f)(ii) hereof may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter. (iv) An opinion of Nabors, Giblin & Nickerson, P.A., County Attorney, addressed to the County, the Underwriter and any bond insurer, and dated the date of the Closing, substantially to the effect that: (A) the County is a duly organized and existing political subdivision of the State of Florida with authority to execute and deliver the Series 2014 Bonds, this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Registrar and Paying Agent Agreement and the Official Statement (collectively, the "Financing Documents"); (B) the Resolution and all other resolutions relating to the execution and delivery of the Financing Documents have been duly adopted at meetings of the County duly called and held in accordance with law and at which quorums were present and acting throughout, and that the Resolution and all other resolutions relating to the execution and delivery of the Financing Documents remain in full force and effect and have not been amended in any respect; (C) the County has duly authorized, executed and delivered the Official Statement and authorized the distribution of the Official Statement and the use thereof by the Underwriter in connection with the public offering of the Series 2014 Bonds; (D) the Resolution has been duly adopted by the County and constitutes a binding and valid agreement of the County that is enforceable in accordance with its terms, except to the extent that the enforceability and binding effect of any of the provisions of the Resolution or of any rights pursuant thereto, are subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws in effect from time to time affecting the rights of creditors generally, and except to the extent that the enforceability thereof may be limited by application of general principles of equity (regardless of whether such enforceability is sought in proceeding in equity or at law) and except to the extent that the enforceability of the indemnification provisions in the Financing Documents may be limited by federal or state law; 11  (E) to our knowledge, no provision of the Resolution results in or constitutes a default under any agreement, indenture or other instrument to which the County is a party or by which it may be bound; (F) the County's adoption of the Resolution is not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority required on the date of this opinion and not theretofore obtained or effected; (G) to our knowledge, the County has obtained all licenses, approvals and permits that are now required under federal, state and local laws to own and operate its water and wastewater facilities; (H) assuming proper execution and delivery, the Bond Purchase Agreement constitutes a valid and binding limited obligation of the County in accordance with its terms, except to the extent that the enforceability and binding effect of any of the provisions of the Bond Purchase Agreement or any rights pursuant thereto, are subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws in effect from time to time affecting the rights of creditors generally, and except to the extent that the enforceability thereof may be limited by application of general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law) and except to the extent that enforceability of the indemnification provisions in the Bond Purchase Agreement may be limited by federal or state law; (I) the execution and delivery of the Financing Documents and the compliance with the provisions thereof under the circumstances contemplated thereby, do not and will not in any material respect constitute on the part of the County a breach of or default under any indenture, deed of trust, mortgage, agreement, or other instrument of which such counsel has knowledge and to which the County is a party, or, to such counsel's knowledge, do not materially conflict with, violate, or result in a breach of any existing law, public administrative rule or regulation, judgment, court order or consent decree to which the County is subject; (J) the information and statements relating to the County contained in the Official Statement under the captions entitled "INTRODUCTION," "PURPOSE OF THE SERIES 2014 BONDS," "THE PROJECT" and "LEGAL MATTERS -- Litigation" (except as to statistical and financial information as to which no opinion is expressed) are true, correct and complete in all material respects; (K) without undertaking to investigate or determine independently the accuracy or completeness or to verify the information furnished with respect to matters described in the Official Statement, except as provided in paragraph (J) above, but on the basis of only our information gained in the ordinary course of our representation of the County, nothing has come to our attention that would 12  lead us to believe that the Official Statement when read in conjunction with Appendix C -- Form of Resolution thereto (except for the financial and statistical data and the statements related thereto and the information contained under the caption "TAX MATTERS RELATED TO THE SERIES 2014 BONDS," as to which no opinion is expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (L) except as disclosed in the Official Statement, there is no action, suit or proceeding, at law or in equity before or by any court, or, to our knowledge, any governmental investigation pending or threatened against the County (a) challenging the validity of the Financing Documents or the transactions described thereby, or (b) the collection of revenues pledged under the Resolution, or (c) challenging the accuracy or completeness of the Official Statement or the validity of the transactions described therein, or (d) challenging the existence or powers of the County or the titles of its officers to their respective offices, or (e) which, if determined adversely to the County or its interests, would have a material adverse effect upon the consummation of the transactions described in, or the validity of, the Financing Documents, or upon the financial condition, assets, properties or operations of the County. (v) A certificate, which shall be true and correct at the time of Closing, signed by the Chairman of the Board of County Commissioners of the County and the County Administrator or such other officials satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the best of their knowledge and belief: (A) the representations, warranties and covenants of the County contained herein are true and correct in all material respects as of the Closing Date and that the County has satisfied all conditions to be performed or satisfied hereunder at or prior to Closing; (B) the Official Statement did not as of its date, and does not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to any bond insurer or bond insurance policy, or DTC and its book-entry only system); (C) that, except as disclosed in the Official Statement, no litigation or other proceedings are pending or, to his or her knowledge, threatened against the County in any court or other tribunal of competent jurisdiction, State or federal, in any way (I) restraining or enjoining the issuance, sale or delivery of any of the Series 2014 Bonds, or (II) questioning or affecting the validity of this Bond 13  Purchase Agreement, the Series 2014 Bonds, the Resolution, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate or the pledge by the County of the Pledged Funds, or (III) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, issuance or delivery of the Series 2014 Bonds or (IV) questioning or affecting (1) the organization or existence of the County or the title to office of the officers thereof, or (2) the power or authority of the County to collect the Pledged Funds or (V) asserting that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (D) that except as disclosed in the Official Statement, the County is not in default nor has been in default at any time after December 31, 1975 as to the payment of principal or interest with respect to any obligation issued or guaranteed by the County as to which County revenues are pledged or payable with respect thereto; (E) that no event affecting the County has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or that is necessary to be disclosed therein in order to make the statements and information therein not misleading in any material respect; and (F) that since the date of the financial statements included in the Official Statement, (I) no material adverse change has occurred in the financial condition of the County and (II) the County has not incurred any material liabilities other than in the ordinary course of business, except as set forth in or contemplated by the Official Statement. (vi) An opinion of Nabors, Giblin & Nickerson, P.A. as Bond Counsel, addressed to the County and the Underwriter, and dated the Closing Date, to the effect that: (A) with respect to the information in the Official Statement and based upon said firm's review of the Official Statement, as Bond Counsel, and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, it is of the opinion that the information in the Official Statement under the headings "INTRODUCTION," "PURPOSE OF THE SERIES 2014 BONDS," "DESCRIPTION OF THE SERIES 2014 BONDS," (other than the information under the subheading "Book-Entry Only System," as to which no opinion need be expressed), "SOURCES OF AND SECURITY FOR PAYMENT OF THE SERIES 2014 BONDS," and "TAX MATTERS RELATED TO THE SERIES 2014 BONDS" (except for the financial and statistical data contained under any such headings, as to which no view need be expressed), insofar as such information purports to be descriptions or summaries of the Resolution, the Series 2014 Bonds or state and federal laws to 14  the extent indicated therein, are accurate and fair statements or summaries of the matters set forth or the documents referred to therein and "APPENDIX C - FORM OF RESOLUTION" is an accurate copy of material provisions of the Resolution; and (B) the Series 2014 Bonds are exempt from registration under the Securities Act and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act. (vii) An opinion of Nabors, Giblin & Nickerson, P.A., as Disclosure Counsel, addressed to the County, and dated the Closing Date, substantially to the effect that (1) the Series 2014 Bonds are not subject to the registration requirements of the Securities Act of 1933 and (2) based upon their participation and their review of the Official Statement as Disclosure Counsel and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to their attention causing them to believe that the Official Statement contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement and the information related to any bond insurer or bond insurance policy, DTC or its book-entry only system, as to all of which no view need be expressed). (viii) Certificates of an authorized representative of the Registrar and Paying Agent in form and substance acceptable to the Underwriter, the County and Bond Counsel. (ix) Letters of Standard & Poor's Rating Group ("S&P") and Fitch Ratings to the effect that the Series 2014 Bonds have been assigned an underlying rating no less favorable than "_____" (______ outlook) and "_____" (______ outlook) respectively. (x) Duly executed copies of the Registrar and Paying Agent Agreement and the Continuing Disclosure Certificate in form acceptable to the Underwriter and Bond Counsel. (xi) A blanket letter of representations of the County to DTC. (xii) Internal Revenue Service Form 8038-G. (xiii) State of Florida Division of Bond Finance Form BF2003/2004-B. (xiv) A certificate from the County's financial advisor to the effect that all of the parameters (as defined in the Resolution) set forth in Section ____ of Resolution No. ____ have been satisfied. (xv) The parity certification required by the Resolution. 15  (xvi) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request, to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the County's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the County on or prior to the Closing Date of all the agreements then to be performed and conditions then to be satisfied by it. If the County shall be unable to satisfy the conditions to the obligations of the Underwriter to accept delivery of the Series 2014 Bonds and the Underwriter to purchase and to pay for the Series 2014 Bonds contained in this Bond Purchase Agreement and the Underwriter does not waive such inability in writing (except that the delivery of the Continuing Disclosure Certificate cannot be waived), or if the obligations of the Underwriter to accept delivery of the Series 2014 Bonds and the Underwriter to purchase and to pay for the Series 2014 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, or if the Series 2014 Bonds are not issued and delivered by the County by the Closing Date, this Bond Purchase Agreement shall terminate, the good faith deposit described in Section 2 hereof shall be returned to the Underwriter and neither the Underwriter nor the County shall be under any further obligation hereunder, except that the respective obligations of the County and the Underwriter set forth in Section 8 hereof shall continue in full force and effect. SECTION 8. EXPENSES. The Underwriter shall be under no obligation to pay, and the County shall pay, any expense incident to the performance of the County's obligations hereunder including, but not limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of preparation and printing of the Series 2014 Bonds; (c) the fees and expenses of Bond Counsel, Disclosure Counsel and the County Attorney; (d) the fees and disbursements of the County's certified public accountants; (e) the fees and expenses of First Southwest Company, the County's financial advisor; (f) fees for bond ratings; (h) the fees and expenses of the Registrar and Paying Agent; and (i) the costs of preparing, printing and delivering the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto. The Underwriter shall pay: (a) the cost of printing and delivery of this Bond Purchase Agreement; (b) the cost of all "Blue Sky" and legal investment memoranda and related filing fees; (c) all advertising expenses, and (d) all other expenses incurred by it in connection with the public offering of the Series 2014 Bonds. In the event that either party shall have paid obligations of the other as set forth in this Section 8, adjustment shall be made at the time of the Closing. The County shall also pay for any expenses (included in the expense component of the Underwriter’s discount) incurred by the Underwriter which are incidental to implementing this Bond Purchase Agreement and the issuance of the Bonds, including, but not limited to, meals, transportation and lodging, if any, and any other miscellaneous closing costs. The Issuer acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. 16  SECTION 9. NOTICES. Any notice or other communication to be given to you under this Bond Purchase Agreement may be given by mailing the same to the attention of the County Administrator, at the address set forth on the first page hereof, and any such notice or other communication to be given to the Underwriter may be mailed to RBC Capital Markets, LLC, 1650 Prudential Drive, Suite 101, Jacksonville, Florida 32207, Attention: Mitchell N. Owens. SECTION 10. PARTIES IN INTEREST. This Bond Purchase Agreement is made solely for the benefit of the County and the Underwriter and no other party or person shall acquire or have any right hereunder or by virtue hereof. All of the County's representations, warranties and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect and shall survive the delivery of the Series 2014 Bonds for a period of five (5) years. SECTION 11. WAIVER. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the County hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter, and the approval of the Underwriter when required hereunder or the determination of their satisfaction as to any document referred to herein shall be evidenced by the purchase of the Series 2014 Bonds; provided, however, the Underwriter may not waive the delivery of the Continuing Disclosure Certificate. SECTION 12. NO LIABILITY. Neither the Board of County Commissioners nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriter with any liability, or held liable to the Underwriter under any term or provision of this Bond Purchase Agreement because of its execution or attempted execution, or because of any breach or attempted or alleged breach thereof. SECTION 13. GOVERNING LAW. This Bond Purchase Agreement, and the terms and conditions herein, shall constitute the full and complete agreement between the County and the Underwriter with respect to the purchase and sale of the Series 2014 Bonds. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 14. OPERATION OF WARRANTIES, ETC. All the representations, warranties, covenants and agreements of the County in this Bond Purchase Agreement shall remain operative and in full force and effect as if made on the date hereof and the Closing Date, regardless of (i) any investigation made by or on behalf of the Underwriter or its counsel, or (ii) delivery of and any payment for the Series 2014 Bonds hereunder. SECTION 15. SECTION HEADINGS. Section headings have been inserted in this Bond Purchase Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Bond Purchase Agreement and will not be used in the interpretation of any provisions of this Bond Purchase Agreement. SECTION 16. SEVERABILITY. If any provision of this Bond Purchase Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or 17 unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, or rule of public policy, or for any other reasons, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstances, or of rendering any other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. SECTION 17. EXECUTION OF COUNTERPARTS. This Bond Purchase Agreement may be executed in any number of counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may execute this Bond Purchase Agreement by signing any such counterpart. The execution of this Bond Purchase Agreement has been duly authorized by the Board of County Commissioners. SECTION 18. EFFECTIVENESS. This Bond Purchase Agreement shall become effective upon the execution by the appropriate County officials of the acceptance hereof by the County and shall be valid and enforceable at the time of such acceptance. Very truly yours, RBC CAPITAL MARKETS, LLC, as Underwriter, on behalf of itself and Crews & Associates, Inc. By: Mitchell N. Owens, Managing Director Accepted at ____ __.m. Eastern time this ____ day of November, 2014 on behalf of the Board of County Commissioners of Okaloosa County, Florida by the County Administrator By: Okaloosa County Administrator 18  EXHIBIT A MATURITY SCHEDULE $________ OKALOOSA COUNTY, FLORIDA Sales Tax Revenue Bonds, Series 2014 Maturity Interest (October 1) Amount Rate Yield 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Redemption of the Series 2014 Bonds The Series 2014 Bonds are subject to redemption prior to the stated maturities thereof as follows: The Series 2014 Bonds maturing on or prior to October 1, 20___ shall not be subject to optional redemption prior to their respective dates of maturity. The Series 2014Bonds slated to mature on October 1, 2034 and thereafter are subject to optional redemption at the option of the County in whole or in part at any time, on October 1, 20__, or on any date thereafter at a price of 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. A-1  EXHIBIT B DISCLOSURE STATEMENT Board of County Commissioners of Okaloosa County, Florida 302 Wilson Street, N. Crestview, Florida 32536 Re: $_______ Okaloosa County, Florida Sales Tax Revenue Bonds, Series 2014 Ladies and Gentlemen: In connection with the proposed issuance by Okaloosa County, Florida of the above- referenced Bonds (the "Series 2014 Bonds"), RBC Capital Markets, LLC, on behalf of itself and Crews & Associates, Inc. (the "Underwriter") is underwriting a public offering of the Series 2014 Bonds. The purpose of this letter is to furnish on behalf of the Underwriter, pursuant to the provisions of Section 218.385(6), Florida Statutes, certain information in respect of the arrangements contemplated for the underwriting of the Series 2014 Bonds as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the purchase and reoffering of the Series 2014 Bonds are set forth in Schedule I attached hereto. (b) No person has entered into an understanding with the Underwriter, or to the knowledge of the Underwriter, with the County, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the County and the Underwriter or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series 2014 Bonds. (c) The underwriting spread, the difference between the price at which the Series 2014 Bonds will be initially offered to the public by the Underwriter and the price to be paid to the County for the Series 2014 Bonds will be $____ per $_______ of Series 2014 Bonds issued. There is no management fee. No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Series 2014 Bonds to any person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386(l)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in Paragraph (a) above. B-1  (e) The name and address of the Underwriter is set forth below: RBC Capital Markets, LLC 1650 Prudential Drive, Suite101 Jacksonville, Florida 32207 Crews & Associates, Inc. 606 Clay Street Montgomery, Alabama 36104 We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes. RBC CAPITAL MARKETS, LLC, as Underwriter, on behalf of itself and Crews & Associates, Inc. By: Mitchell N. Owens, Managing Director B-2  SCHEDULE I UNDERWRITER'S ESTIMATED EXPENSES (per $1,000) Amount CUSIP DTC Delcomp Day Loan Travel & Communication Total Expenses B-SCHEDULE I  EXHIBIT C TRUTH-IN BONDING STATEMENT The following truth-in-bonding statement is prepared pursuant to Section 218.385(2) and (3), Florida Statutes, and is for informational purposes only. It shall not affect or control the actual terms and conditions of the debt or obligations. Okaloosa County, Florida (the "County") is proposing to issue $________ of Okaloosa County, Florida Sales Tax Revenue Bonds, Series 2014 (the "Series 2014 Bonds") for the principal purposes of (i) financing the costs of the acquisition and construction improvements to County facilities, including the Crestview courthouse, and (ii) paying certain costs of issuance incurred with respect to such Series 2014 Bonds. The Series 2014 Bonds are expected to be repaid over a period of approximately 20 years. At the interest rates set forth in Exhibit A of the Bond Purchase Agreement, total interest paid over the life of the Series 2014 Bonds will be $_________. The Series 2014 Bonds and the interest thereon will be payable solely from and secured by a pledge of and prior lien upon the Pledged Funds, as provided in Resolution No. 09-190 of the Board of County Commissioners of the County, adopted on November 17, 2009, as amended and supplemented and Resolution No. 14-____, adopted ___________, 2014, which consists primarily of the County's half-cent sales tax revenues. The issuance of such Series 2014 Bonds will result in an annual average amount of approximately $________ of half-cent sales tax revenues being unavailable for other uses of the County. RBC CAPITAL MARKETS, LLC, as Underwriter, on behalf of itself and Crews & Associates, Inc. By: Mitchell N. Owens, Managing Director C-1