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

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