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

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 &