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

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