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

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