Okaloosa County BOCC — August 6, 2013 — Resolution for Airport Revenue Refunding Bonds, Series 2013 — reading text

Statutes. 16. The validity, interpretation and performance of this Purchase Agreement shall be governed by the internal laws of the State of Florida, without regard to conflict of law principles. -15- RBC CAPITAL MARKETS, LLC Underwriter By: Mitchell N. Owens, Managing Director Date: , 2013 -16- Accepted: OKALOOSA COUNTY, FLORIDA By: Don R. Amunds, Chairman, Board of County Commissioners ATTEST: By: Don W. Howard, Clerk of the Circuit Court and ex officio Clerk, Board of County Commissioners -17- EXHIBIT "A" MATURITY SCHEDULE $ OKALOOSA COUNTY, FLORIDA AIRPORT REVENUE REFUNDING BONDS, SERIES 2013 (AMT) $ Bonds Date Interest (October 1) Principal Rate Yield Price A-1 EXHIBIT "B" REDEMPTION PROVISIONS Optional Redemption. The Series 2013 Bonds maturing on or before October 1, 20__ are not subject to optional redemption prior to maturity. The Series 2013 Bonds maturing after October 1, 20 shall be subject to optional redemption by the County on any date on or after October 1, 20__, in whole or in part in such order of maturity and manner as the County may determine, at the times and redemption prices (expressed as a percentage of the principal amount of Series 2013 Bonds to be redeemed) plus interest accrued to the date fixed for redemption. Period During Which Redeemed (Both Dates Inclusive) Redemption Price October 1,20 _, through , 20 % October 1,20 _ through , 20 October 1,20 _, and thereafter Mandatory Sinking Fund Redemption. The Series 2013 Bonds maturing on October 1, 20__, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, 20 __, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount *maturity The Series 2013 Bonds maturing on October 1, 20, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, 20__, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount *maturity B-1 EXHIBIT "C" RBC CAPITAL MARKETS 1605 PRUDENTIAL DRIVE, SUITE 101 JACKSONVILLE, FLORIDA 32207 , 2013 Okaloosa County, Florida Florida, 1804 Lewis Turner Boulevard Suite 100 Ft. Walton Beach, Florida 32547 Re § Okaloosa County, Florida Airport Revenue Refunding Bonds, Series 2013 (AMT) Ladies and Gentlemen: In connection with the proposed issuance by Okaloosa County, Florida (the "Issuer"), of $ in aggregate principal amount of Airport Revenue Refunding Bonds, Series 2013 (AMT) (the "Series 2013 Bonds"), RBC Capital Markets, LLC (the "Underwriter") is preparing to underwrite a public offering of the 2013 Bonds. Arrangements for underwriting the Bonds will include a Bond Purchase Contract between the Issuer and the Underwriter that will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the 2013 Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the purchase and reoffering of the 2013 Bonds are set forth in Schedule I attached hereto. (b) Based upon the knowledge of the undersigned, there are no "finders," as defined in Section 218.386, Florida Statutes, as amended connected with the issuance of the 2013 Bonds. (c) The underwriting spread (i.c., the difference between the price at which the 2013 Bonds will be initially offered to the public by the C-] Underwriter and the price to be paid to the Issuer for the 2013 Bonds) will be $ per $1,000 bond, or $ (d) The Underwriter will charge a management fee of $ per $1,000 bond, or (e) There is no fee, bonus or other compensation to be paid by the Underwriter in connection with the issuance of the 2013 Bonds to any person not regularly employed or retained by the Underwriter, except as specifically enumerated as expenses referred to in paragraph (a) above to be incurred by the Underwriter as set forth in Schedule I attached hereto. (f) The name and address of the Underwriter is: RBC Capital Markets, LLC 1650 Prudential Drive Suite 101 Jacksonville, FL 32207 We understand that you do not require any further disclosure from the Underwriter pursuant to Section 218.385(6), Florida Statutes, as amended. Very truly yours, RBC CAPITAL MARKETS, LLC By: Mitchell N. Owens, Managing Director C-2 ITEM Travel & Out-of-Pocket Communications Day Loan Advertising CUSIP, DTC, Dainet Total SCHEDULE I EXPENSES PER $1,000 __BOND _ TOTAL C-3 EXHIBIT "D" FORM OF COUNTY ATTORNEY'S OPINION , 2013 Chairman and Members of [ the Board of County New York, New York] Commissioners Okaloosa County, Florida RBC Capital Markets, LLC 1650 Prudential Drive Suite 101 Jacksonville, Florida 32207 OKALOOSA COUNTY, FLORIDA $ Airport Revenue Refunding Bonds, Series 2013 (AMT) Ladies and Gentlemen: I have acted as County Attorney for Okaloosa County, Florida (the "Issuer") in connection with the issuance by the Issuer of the above-referenced bonds (the "2013 Bonds") pursuant to the Constitution and laws of the State of Florida, particularly the Act, as defined in the Resolution mentioned below. In connection therewith, I have examined all proceedings of the Issuer, in respect to the authorization, execution, issuance and delivery of the 2013 Bonds, including the originals, or copies certified or otherwise identified to our satisfaction, of the following documents (items (a) through (j) below being hereinafter referred to jointly as the "Bond Documents"): (a) Resolution No. duly adopted by the Board of County Commissioners of the Issuer on , 2013 (the "Resolution") authorizing and providing for sale of the 2013 Bonds; (b) The Official Statement, dated , 2013 (the "Official Statement") relating to the 2013 Bonds; (c) The Bond Purchase Contract dated , 2013 (the "Bond Purchase Contract") relating to the 2013 Bonds; D-1 (d) The Master Indenture of Trust dated as of August 1, 2003 (the "Master Indenture") between the Issuer and JP Morgan Chase Bank, as trustee, as to which The Bank of New York currently serves as trustee (the "Trustee"); (e) The First Supplemental Indenture dated as of August 1, 2013 (the "First Supplemental Indenture") between the Issuer and the Trustee; (f) The Second Supplemental Indenture dated as of December 1, 2007 (the "Second Supplemental Indenture") between the Issuer and the Trustee; (g) | The Third Supplemental Indenture dated as of 1, 2013 (the "Third Supplemental Indenture" and, with the Master Indenture, the Second Supplemental Indenture, the "Trust Indenture"), between the Issuer and the Trustee; [(h) The insurance commitment dated as of , , between the Issuer and (the "Commitment");] (i) the Lease dated , 20 (the "Lease") between the Issuer and the United States Department of the Air Force; (j) the Joint Use Agreement dated , 20 (the "Joint Use Agreement") between the Issuer and the United States Department of the Air Force; (k) the Okaloosa Regional Airport Signatory Airline Operating Agreement and Terminal Building Lease (the "Airline Agreements") between the Issuer and each of the Signatory Airlines; (1) the Escrow Deposit Agreement, dated as of 1, 2013 (the "Escrow Agreement"), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as escrow agent; and (m) Such other documents, certificates, instruments and records as I have considered necessary or appropriate for purposes of this opinion. The Bond Purchase Contract, the Escrow Agreement, the Lease, the Joint Operating Agreement, and the Airline Agreements are herein referred to as the "Agreements". The capitalized terms used herein, unless otherwise defined herein, shall have the meanings set forth in the Resolution, the Trust Indenture or the Bond Purchase Contract unless the context hereof expressly requires otherwise. I have assumed that all documents submitted to us as certified, confirmed or photostatic copies are authentic copies of original documents. Other than the signature of those persons signing on behalf of the Issuer, I have assumed the genuineness of all signatures. Based upon the foregoing, I am of the opinion that: D-2 1. The Issuer is a political subdivision of the State of Florida, duly organized and validly existing under the laws of the State of Florida, with the power and authority, among others, set forth in the Act. 2. The Resolution has been duly and lawfully adopted by the Issuer, is in full force and effect and the provisions thereof and of the Trust Indenture that are incorporated by reference in the 2013 Bonds constitute the valid, legal and binding obligations of the Issuer enforceable by a holder of the 2013 Bonds in accordance with their respective terms, subject to and except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, or applicable laws or equitable principles that may affect the remedies or injunctive or other equitable relief. 3. The Agreements have been duly authorized, executed and delivered by the Issuer, and (assuming the due authorization, execution or endorsement, and delivery by the other parties thereto), each constitutes the valid, legal, and binding obligation of the Issuer enforceable in accordance with its terms, subject to and except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, or applicable laws or equitable principles that may affect the remedies or injunctive or other equitable relief. 4. The Issuer has duly authorized, executed and delivered the Official Statement and has duly authorized the distribution thereof. 5. The information in the Official Statement under the headings "THE COUNTY," "SECURITY FOR THE SERIES 2013 BONDS," "LITIGATION," and "DISCLOSURE MATTERS" (excluding tax treatment of interest on the 2013 Bonds, blue sky or other securities registration matters, and financial and statistical information, and all of which is defined as the "Excluded Matters" and as to which I express no opinion herein) is correct in all material respects as to matters of law and facts relating thereto, and does not omit any statement as to matters of law and facts relating thereto that in my opinion should be included or referred to therein for the purposes for which the Official Statement is to be used or that is necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. In addition, based on my participation in the preparation of the Official Statement as County Attorney to the Issuer and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement except to the extent expressly set forth in this paragraph, as of the date hereof nothing has come to my attention causing me to believe that the information contained in the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein in the light of the circumstances under which they are made not misleading (continuing to except, however, the Excluded Matters as to which no opinion is expressed by me). 6. The 2013 Bonds have been duly executed and delivered and: (a) are valid and binding special obligations of the Issuer payable solely from the sources specified in the Bond