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HomeMy Public PortalAbout20.03 Revenue BondRESOLUTION NO. 20-03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CRESTVIEW, FLORIDA AUTHORIZING THE ISSUANCE OF A $10,800,000 CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2020 TO FINANCE THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS AND REFUND CERTAIN OUTSTANDING DEBT OF THE ISSUER AS MORE PARTICULARLY DESCRIBED HEREIN; PROVIDING THAT THE BOND SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM CERTAIN SALES TAX REVENUES RECEIVED BY THE CITY AND A BACKUP COVENANT TO BUDGET, APPROPRIATE AND DEPOSIT NON -AD VALOREM REVENUES AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNERS OF THE BOND; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CRESTVIEW, FLORIDA: SECTION 1: Authority for this Resolution. This resolution is adopted pursuant to the Florida Constitution, Chapter 166, Florida Statutes, the City Charter, and other applicable provisions of law (collectively, the "Act"). SECTION 2: Definitions. The following words and phrases shall have the following meanings when used herein: "Act" shall have the meaning ascribed thereto in Section 1 hereof. "Authorized Denominations" shall mean $100,000 and $1,000 increments thereof in excess of $100,000. "Bond" shall mean the Bond of the Issuer authorized by Section 4 hereof. "Bond Counsel" shall mean Bryant Miller Olive P.A., or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Business Day" shall mean any day except any Saturday or Sunday or day on which the Principal Office of the Original Lender is closed. 26609/005/01547165.DOCv5 1 "City Attorney" shall mean the City Attorney or any deputy or assistant City Attorney of the Issuer, or such other person as may be duly authorized by the Issuer to act on his or her behalf. "City Manager" shall mean the City Manager or any deputy or assistant, or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Code" shall mean the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Debt Service Fund" shall mean the Debt Service Fund established with respect to the Bond pursuant to Section 10 hereof. "Finance Director" shall mean the Finance Director or such other person as may be duly authorized by the Issuer to act on his or her behalf. "General Fund" means the "General Fund" of the Issuer as described and identified in the Comprehensive Annual Financial Report of the Issuer. "Interest Payment Date" shall mean each June 1 and December 1. "Issuer" shall mean the City of Crestview, Florida, a political subdivision of the State of Florida. "Mayor" shall mean the Mayor of the Issuer, or in his or her absence, the Vice Mayor of the Issuer, or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Non -Ad Valorem Revenues" means all legally available non -ad valorem revenues of the Issuer; provided, however that Non -Ad Valorem Revenues shall (a) be received by the Issuer from sources other than the levy of ad valorem taxes upon property, and (b) not be restricted by law so as to be unable to be applied to pay the debt service on the Bond and other Issuer debt secured by Non -Ad Valorem Revenues, and to make the other payments, if any, required under the Bond or hereunder. "Original Lender" shall mean Regions Capital Advantage, Inc. "Owner" or "Owners" shall mean the Person or Persons in whose name or names the Bond shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" shall mean natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Revenues" shall mean the Sales Tax Revenues (except for the Sales Tax Ineligible Debt), and other Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided herein, and amounts on deposit from time to time in the Debt Service Fund and the Project Fund. 26609/005/01547165.DOCv5 2 "Principal Office" shall mean, with respect to the Original Lender, the office located at 1900 Fifth Avenue North, Suite 2400, Birmingham, Alabama 35203, or such other office as the Original Lender may designate to the Issuer in writing. "Principal Payment Date" shall mean each June 1. "Project" shall mean the acquisition, construction and equipping of capital improvements within the Issuer including without limitation the East/West Connector Road and a new fire truck and other vehicles and the Sales Tax Ineligible Project. "Project Fund" shall mean the Project Fund established with respect to the Bond pursuant to Section 11 hereof. "Refunded Debt" shall mean Master Lease No. 33765 dated February 21, 2019. "Resolution" shall mean this Resolution, pursuant to which the Bond is authorized to be issued, including any supplemental resolutions hereto. "Sales Tax Eligible Debt" shall mean that portion of the Bond that does not constitute Sales Tax Ineligible Debt. "Sales Tax Ineligible Debt" shall mean that portion of the Bond coming due on June 1, 2029 and June 1, 2030, and the interest thereon, that is used to finance all or a portion of the acquisition of the Sales Tax Ineligible Project. "Sales Tax Ineligible Project" shall mean the acquisition of approximately 129 acres of real property. "Sales Tax Revenues" shall mean the half cent sales tax approved by voters to be levied from January 1, 2019 through December 31, 2028. "State" shall mean the State of Florida. SECTION 3: Findings. (A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer and its inhabitants to finance the costs of the Project and refund the Refunded Debt. The Refunded Debt was issued to finance the costs of acquiring a vehicle related to public facility improvements. Issuance of the Bond to finance the costs of the Project and to refund the Refunded Debt satisfies a paramount public purpose. Issuance of the Bond to refund the Refunded Debt will result in present value debt service savings and debt restructuring. (B) Debt service on the Sales Tax Eligible Debt will be secured by a pledge of the Sales Tax Revenues and a covenant to budget and appropriate Non -Ad Valorem Revenues, as provided herein. The Sales Tax Ineligible Debt in the principal amount of $2,370,000 and the semi-annual interest accruing thereon shall not be secured by the Sales Tax Revenues but shall be secured solely by a covenant to budget and appropriate Non -Ad Valorem Revenues, as provided herein 26609/005/01547165.DOCv5 3 (C) Debt service on the Bond and all other payments hereunder shall be payable solely from moneys deposited in the mariner and to the extent provided herein. The Issuer shall never be required to levy ad valorem taxes or use the proceeds thereof to pay debt service on the Bond or to make any other payments to be made hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any other Non -Ad Valorem Revenues. The Bond shall not constitute a lien on any property owned by or situated within the limits of the Issuer. (D) It is estimated that the Sales Tax Revenues will be available in amounts sufficient to provide for the payment of the principal of and interest on the Sales Tax Eligible Debt of the Bond and all other payment obligations hereunder until its expiration date of December 31, 2028. The Issuer covenants herein to appropriate in its annual budget amounts sufficient to pay the debt service on the Sales Tax Ineligible Debt and any debt service on the Sales Tax Eligible Debt that is not paid from Sales Tax Revenues. (F) The Issuer has received an offer from the Original Lender to acquire the Bond. SECTION 4: Authorization of Bond. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as City of Crestview, Florida Capital Improvement Revenue Bond, Series 2020 is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not to exceed $10,800,000 for the purpose of providing funds to finance the costs of the Project, refund the Refunded Debt, and pay the costs of issuing the Bond. Because of the characteristics of the Bond, including the combination of the Sales Tax Eligible Debt and the Sales Tax Ineligible Debt, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Bond, it is in the best interest of the Issuer to accept the offer of the Original Lender to acquire the Bond at a private negotiated sale. Prior to the issuance of the Bond, the Issuer shall receive from the Original Lender a Lender's Certificate, the form of which is attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit C. In consideration of the purchase and acceptance of the Bond authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. SECTION 5: Description of the Bond. The Bond shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Issuer and the Original Lender, and shall have such other terns and provisions, including an interest rate (subject to adjustment upon the occurrence of certain events as provided in the Bond) that produces a positive net present value debt service savings to be achieved as a result of the refunding of the Refunded Debt, principal and interest payment terms, maturity dates and redemption provisions as stated herein and/or in the form of the Bond attached hereto as Exhibit A. The Bond is to be in substantially the form set forth on Exhibit A attached hereto, together with such non -material 26609/005/01547165.DOCv5 4 changes as shall be approved by the Mayor, such approval to be conclusively evidenced by the execution thereof by the Mayor. The Bond shall be executed on behalf of the Issuer with the manual or facsimile signature of the Mayor and shall be attested and countersigned with the manual or facsimile signature of the City Manager. In case any one or more of the officers who shall have signed or sealed the Bond or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bond so signed and sealed has been actually sold and delivered, the Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Bond had not ceased to hold such office. The Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of the Bond shall hold the proper office of the Issuer, although, at the date of the Bond, such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bond shall be actually sold and delivered. SECTION 6: Registration and Exchange of Bond; Persons Treated as Owners. The Bond is initially registered to the Original Lender. So long as the Bond shall remain unpaid, the Issuer will keep books for the registration and transfer of the Bond. The Bond shall be transferable only upon such registration books and only in Authorized Denominations. The Person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Bond shall be made only to or upon the written order of the Owners. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sure or sums so paid. SECTION 7: Payment of Principal and Interest; Deposit of Sales Tax Revenues in Debt Service Fund. (A) The Issuer promises that it will promptly pay the principal of and interest on the Bond at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The payment of the principal of, redemption premium, if any, and interest on the Sales Tax Eligible Debt shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Revenues. The payment of the principal of, redemption premium, if any, and interest on the Sales Tax Ineligible Debt shall not be secured by Sales Tax Revenues but shall be payable from amounts deposited into the Debt Service Fund pursuant to the Issuer's covenant to appropriate in its budget from Non -Ad Valorem Revenues amounts sufficient therefor. The Pledged Revenues shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the 26609/005/01547165.DOCv5 5 Issuer. (B) On or before the 25th day of each month, an amount equal to: (1) one -sixth (1/6th) of the interest amount due on the next Interest Payment Date, and (2) one -twelfth (1/12th) of the principal amount due on the next Principal Payment Date, as shown in the Bond, will be deposited by the Issuer into the Debt Service Fund from the Pledged Revenues or other legally available funds of the City. Excess Sales Tax Revenues may then be used by the Issuer for any lawful purpose. Moneys in the Debt Service Fund shall be used only to pay principal of and interest on the Bond and for no other purpose. SECTION 8: Limited Obligation. The Bond shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of the Bond issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power or taxation of any real or personal property thereon or the use or application of ad valorem tax revenues to pay the Bond, or be entitled to payment of the Bond from any funds of the Issuer except from the Pledged Revenues as described herein. SECTION 9: Covenant to Budget and Appropriate. (A) For the Sales Tax Ineligible Debt, and, to the extent that Sales Tax Revenues are insufficient to pay the principal of and interest on the Sales Tax Eligible Debt, and in both events, subject to the next paragraph, the Issuer covenants and agrees and has a positive and affirmative duty to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues, and to deposit into the Debt Service Fund hereinafter created, amounts sufficient to pay principal of and interest on the Bond not being paid from other amounts as the same shall become due. Such covenant and agreement on the part of the Issuer to budget, appropriate and deposit such amounts of Non - Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated, deposited and actually paid. Other than on the Sales Tax Revenues, no lien upon or pledge of such budgeted Non -Ad Valorem Revenues shall be in effect until such monies are budgeted, appropriated and deposited as provided herein. Until such monies are budgeted, appropriated and deposited as provided herein, such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues other than the Sales Tax Revenues, nor does it preclude the Issuer from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the holder of the Bond a prior claim on the Non -Ad Valorem Revenues (other than Sales Tax Revenues) as opposed to claims of general creditors of the Issuer. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the 26609/005/01547165.DOCv5 6 payment of debt service on bonds and other debt instruments). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the Issuer hereunder shall be payable from the portion of Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided for herein and nothing herein shall be deemed to pledge ad valorem tax power or ad valorem taxing revenues or to permit or constitute a mortgage or lien upon any assets owned by the Issuer and no holder of the Bond nor any other person, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Issuer or the use or application of ad valorem tax revenues in order to satisfy any payment obligations hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees, or any other Non -Ad Valorem Revenues. The obligation of the Issuer to budget, appropriate, deposit and make payments hereunder from its Non -Ad Valorem Revenues is subject to the availability of Non -Ad Valorem Revenues after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential governmental services of the Issuer. Notwithstanding any provisions of this Resolution or the Bond to the contrary, the Issuer shall never be obligated to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues. Until such monies are budgeted, appropriated and deposited as provided herein, neither this Resolution nor the obligations of the Issuer hereunder shall be construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the Issuer, but shall be payable solely as provided herein and is subject to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer. The covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bond, in the manner and to the extent described herein, Non -Ad Valorem Revenues, and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, and deposit into the Debt Service Fund, amounts sufficient to meet its obligations hereunder for the Sales Tax Ineligible Debt and, if Sales Tax Revenues are insufficient and after December 31, 2028, for the Sales Tax Eligible Debt. Until such monies are budgeted, appropriated and deposited as provided herein, neither this Resolution nor the obligations of the Issuer hereunder shall be construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the Issuer, but shall be payable solely as provided herein and is subject to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer and is further subject to the provisions of Section 166.241, Florida Statutes insofar as there are not sufficient Non -Ad Valorem Revenues in the General Fund to comply with such covenant after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential governmental services of the Issuer. The Issuer agrees that its covenant and agreement to budget, appropriate and deposit Non -Ad Valorem Revenues shall be deemed entered into for the benefit of the Owner of the 26609/005/01547165.DOCv5 7 Bond and this obligation may be enforced by a court of competent jurisdiction in accordance with the remedies set forth herein. SECTION 10: Debt Service Fund. (A) There is hereby created and established the "City of Crestview, Florida Capital Improvement Revenue Bond, Series 2020 Debt Service Fund," which fund shall be a trust fund held by the Issuer, which shall be held solely for the benefit of the holder of the Bond. The Debt Service Fund shall be deemed to be held in trust for the purposes provided herein for such Debt Service Fund. The money in such Debt Service Fund shall be continuously secured in the same manner as state and municipal deposits are authorized to be secured by the laws of the State of Florida. The designation and establishment of the Debt Service Fund in and by this Resolution shall not be construed to require the establishment of a completely independent, self -balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. The Issuer may at any time and from time to time appoint one or more depositaries to hold, for the benefit of the Owner of the Bond, the Debt Service Fund established hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from such Fund as herein set forth, and all records of such depository in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agent and employees. Any such depository shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and having a combined capital, surplus and undivided profits aggregating not less than fifty million dollars ($50,000,000). (B) Until applied in accordance with this Resolution, any amounts on deposit in the Debt Service Fund from time to time in the funds and accounts established herein, plus any earnings thereon, shall be pledged to the repayment of the Bond. SECTION 11. Application of Proceeds of Bond. Proceeds from the sale of the Bond shall be used to pay the costs of the Project, refund the Refunded Debt and pay the associated costs of issuance (including but not limited to legal and financial advisory fees and expenses). The Issuer shall pay all costs and expenses in connection with the preparation and issuance of the Bond. The Issuer hereby covenants that it will establish with a depository in the State of Florida, which is a member of the Federal Deposit Insurance Corporation and which is eligible under the laws of the State of Florida to receive municipal funds, one fund to be known as the "City of Crestview, Florida Capital Improvement Revenue Bond, Series 2020 Project Fund" (the "Project Fund"). 26609/005/01547165.DOCv5 8 Proceeds from the Bond herein authorized shall be deposited into the Project Fund and shall be used as described above. In no event shall proceeds of the Bond in excess of $1,300,000 be utilized for the Sales Tax Ineligible Project. When reimbursement of the costs of the Project has been completed and all transactions costs have been paid in full, all funds remaining in the Project Fund shall be used to prepay all or a portion of the Bond. Any such prepayment shall be subject to any prepayment premium as further provided in the form of the Bond attached hereto as Exhibit A. All moneys deposited in said Project Fund shall be and constitute a trust fund created for the purposes stated, and there is hereby created a lien upon such fund in favor of the Owner of the Bond until the moneys thereof shall have been applied in accordance with this Resolution. The money in such Fund shall be continuously secured until such time as the Bond is paid in full in the same manner as state and municipal deposits are authorized to be secured by the laws of the State of Florida. The funds and accounts created and established by this Resolution shall constitute trust funds for the purpose provided herein for such funds. All of such funds, except as hereinafter provided, shall be continuously secured in the same manner as municipal deposits of funds are required to be secured by the laws of the State of Florida. Moneys on deposit to the credit of all funds and account created hereunder may be invested pursuant to applicable law and the Issuer's investment policy and shall mature not later than the dates on which such moneys shall be needed to make payments in the manner herein provided. The securities so purchased as an investment of funds shall be deemed at all times to be a part of the account from which the said investment was withdrawn, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, except as expressly provided in this Resolution, and any loss resulting from such investment shall likewise be charged to said fund or account. SECTION 12: Tax Covenant. The Issuer covenants to the Owners of the Bond provided for in this Resolution that the Issuer will not make any use of the proceeds of the Bond at any time during the term of the Bond which would cause the Bond to be an "arbitrage bond" within the meaning of the Code. The Issuer will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to ensure the exclusion of interest on the Bond from the gross income of the holders thereof for purposes of federal income taxation. SECTION 13: Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Bond except with the written consent of all of the Owners of the Bond. SECTION 14: Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Bond is intended or shall be construed to give to any Person other than the Issuer and the Owners any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, 26609/005/01547165.DOCv5 9 conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owners. SECTION 15: Bond Mutilated, Destroyed, Stolen or Lost. In case the Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and in substitution for the mutilated Bond, or in lieu of and in substitution for the Bond destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Bond so surrendered shall be canceled. SECTION 16: Impairment of Contract. The Issuer covenants with the Owners of the Bond that it will not, without the written consent of the Owners of the Bond, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owners the rights granted to the Owners of the Bond hereunder. SECTION 17: Financial Information. At no cost to the Owners, the Issuer shall provide the Owners of the Bond with its budget for each fiscal year, within 30 days of its adoption, annual financial statements for each fiscal year of the Issuer when available and in no event later than 270 days following the close of such fiscal year, prepared in accordance with applicable law and generally accepted accounting principles and audited by an independent certified public accountant, and such other information as the Owner may reasonably request. Notwithstanding anything herein to the contrary, failure to provide such annual financial statements by such date shall not constitute an event of default pursuant to clause (ii) of Section 18 hereof. All accounting terms not specifically defined or specified herein shall have the meanings attributed to such terms under generally accepted accounting principles as in effect from time to time, consistently applied. Such financial information and other information may be in electronic form. SECTION 18: Events of Default; Remedies of Owner of the Bond. The following shall constitute Events of Default: (i) if the Issuer fails to pay any payment of principal of or interest on the Bond as the same becomes due and payable; (i) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Bond (other than set forth in (i) above) and fails to cure the same within thirty (30) days; or (iii) filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the United States Bankruptcy Code, as amended, or any other insolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the continuance of any such event for 90 days undismissed or undischarged. Upon the occurrence and during the continuation of any Event of Default, the Owners of the Bond may, in addition to any other remedies set forth in this Resolution or the Bond, either 26609/005/01547165. DOCv5 10 at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. In case of an Event of Default, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by the Bond, all costs of collection and enforcement thereof, including such reasonable attorneys' fees as may be incurred, including on appeal or incurred in any proceeding under any bankruptcy laws as they now or hereafter exist. SECTION 19: Additional Debt and Anti -Dilution Test. (A) While the Bond is outstanding, the Issuer may issue other obligations payable from Sales Tax Revenues only if there shall have been obtained and filed with the Issuer a statement of the Finance Director: (1) stating that the books and records of the Issuer relating to the Sales Tax Revenues, which may be unaudited, have been reviewed by such officer; (2) setting forth the amount of the Sales Tax Revenues which have been received by the Board during any twelve (12) consecutive months designated by the Issuer within the eighteen (18) months immediately preceding the date of delivery of such additional obligations with respect to which such statement is made; and (3) stating that the amount of the Sales Tax Revenues received during the aforementioned 12- month period equals at least 1.20 times the maximum annual debt service on the outstanding Bond not including the Sales Tax Ineligible Debt and on such additional obligation with respect to which such statement is made. For the purpose of determining the maximum annual debt service under this Subsection (A), the interest rate on additional parity variable rate obligations then proposed to be issued shall be deemed to be the greater of (i) 7% per annum or (ii) the actual interest rate borne by the variable rate debt for the month immediately preceding such calculation. (B) As a condition precedent to the issuance of any debt or the incurrence of any other obligations which are secured by and/or payable from Non -Ad Valorem Revenues, the Issuer agrees to certify that it is in compliance with the following: The annual Non -Ad Valorem Revenues received by the City Less essential government expenditures for the prior audited fiscal year for which audited financial statements are available equals at least 1.20 times the existing and projected maximum annual debt service on existing obligations and the proposed obligations payable from or secured by Non -Ad Valorem Revenues calculated as provided in Exhibit D attached hereto. Debt service on an obligation, the secondary source of payment for which is a covenant to budget and appropriate from Non -Ad Valorem Revenues need only be included in the calculation if the City has used or reasonably expects to apply Non -Ad Valorem Revenues to the payment of debt service, directly or indirectly, on such obligations and only to the extent that amounts other than Non -Ad Valorem Revenues available and pledged to pay such obligations during the prior fiscal year for which audited financial statements are available were less than the maximum annual debt service for such obligations for the then current or any subsequent fiscal year. 26609/005/01547165.DOCv5 11 For the purposes of these covenants under Subsection (B), "maximum annual debt service" means the lesser of the actual maximum annual debt service on all such debt and other obligations, or 15% of the original par amount of such debt and other obligations, in each case, secured by and/or payable solely from the Issuer's Non -Ad Valorem Revenues. As used above, the term "maximum annual debt service" shall only include debt service that the Issuer reasonably expects to apply Non -Ad Valorem Revenues to actually pay; provided however, notwithstanding the foregoing, maximum annual debt service shall include the debt service on any debt which has pledged any of the Issuer's Non -Ad Valorem Revenues or is secured solely by a covenant to budget and appropriate Non -Ad Valorem Revenues. For the purpose of calculating maximum annual debt service on any indebtedness which bears interest at a variable rate, such indebtedness shall be deemed to bear interest at the greater of (i) 7% per annum or (ii) the actual interest rate borne by the variable rate debt for the month immediately preceding such calculation. SECTION 20: Business Days. In any case where the due date of interest on or principal of the Bond is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owners. SECTION 21: Collection of Sales Tax Revenues. The Issuer covenants to do all things necessary on its part to continue the receipt of the Sales Tax Revenues in compliance with the Act and any successor provision of law governing the same. The Issuer will proceed diligently to perform legally and effectively all steps required on its part to receive the Sales Tax Revenues and shall exercise all legally available remedies to enforce such collections now or hereafter available under State law. SECTION 23. General Authority. The members of the City Council of the Issuer, the City Manager, the Finance Director, the City Attorney and all other of the Issuer's officers, attorneys and other agents and employees are hereby authorized to perform all acts and things required of them by this Resolution or any supplemental resolution hereto or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Bond and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be required by Bond Counsel or the Original Lender to effectuate the acquisition of the Bond by said Original Lender. SECTION 24. No Third Party Beneficiaries. Except such other Persons as may be expressly described herein or in the Bond, nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any Person, other than the Issuer and the Owners, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or thereof, or of the Bond, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons who shall from time to time be the Owners. 26609/005/01547165.DOCv5 12 SECTION 25. No Personal Liability. Neither the members of the City Council of the Issuer, the City Manager, the Finance Director, the City Attorney, all other of the Issuers officers, attorneys and other agents and employees, nor any person executing the Bond shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 26: Patriot Act. The Lender hereby notifies the Issuer that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Issuer, which information includes the name and address of the Issuer and other information that will allow the Lender to identify the Issuer in accordance with the Patriot Act. The Issuer represents and warrants to the Lender that neither it nor any of its principals, shareholders, members, partners, or Affiliates, as applicable, is a Person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of any such person. The Issuer further represents and warrants to the Lender that the Issuer and its principals, shareholders, members, partners, or Affiliates, as applicable, are not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any Person named as a Specially Designated National and Blocked Person. SECTION 27. Waiver of Tury Trial. To the extent permitted by applicable law, each of the Issuer and the Lender irrevocably and voluntarily waives any right it may have to a trial by jury with respect to any controversy or claim between the Issuer and the Lender, whether arising in contract or tort or by statute, including but not limited to any controversy or claim that arises out of or relates to this Resolution, the Bond or any other document related to the issuance thereof. This provision is a material inducement for the Lender's determination to acquire the Bond and for the parties to enter into the documents related thereto. SECTION 28. Governing Law. The provisions of this Resolution shall be governed by the laws of the State of Florida. SECTION 29: Role of Lender. The parties hereto acknowledge and agree that the Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to the Bond, this Resolution and any other information, materials or communications provided by the Lender: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do 26609/005/01547165.DOCv5 13 not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Term Sheet, information, materials or communications; (c) the Lender and its representatives are acting for their own interests; and (d) the Issuer has been informed that the Issuer should discuss the terms of the Bond, this Resolution and any such other information, materials or communications with any and all internal and external advisors and experts that the Issuer deems appropriate before the issuance of the Bond or the execution and delivery of this Resolution or any such other information, materials or communications. SECTION 30: Privately Negotiated Loan. The Issuer acknowledges and agrees that the Lender is acquiring the Bond in evidence of a privately negotiated loan and in that connection the Bond shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (ili) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor's CUSIP Service. SECTION 31. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bond issued hereunder. SECTION 32. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 33. Effective Date. This Resolution shall take effect immediately upon its adoption. (SEAL) PASSED AND ADOPTED THIS 27th day of January, 2020. CITY COUNCIL 26609/005/01547165.DOCv5 14 EXHIBIT A FORM OF BOND January 30, 2020 $10,800,000 CITY OF CRESTVIEW, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 Maturity Date: June 1, 2030 Interest Rate: 2.15% (subject to adjustment as described herein) KNOW ALL MEN BY THESE PRESENTS that City of Crestview, Florida (the "Issuer"), a political subdivision created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Regions Capital Advantage, Inc., or registered assigns (hereinafter, the "Owner"), the principal amount of $10,800,000, together with interest at an interest rate of 2.15% (subject to adjustment as described herein) (the "Interest Rate"). Interest shall be calculated on a 30/360 day basis. This Bond shall have a final maturity date of June 1, 2030. Principal of and interest on this Bond is payable in lawful money of the United States of America at such place as the Owners may designate to the Issuer in writing. The Issuer promises to pay the Owner interest on amounts outstanding from the date of this Bond at the interest rate described above, but in no event shall it exceed the maximum interest rate permitted by applicable law. Such interest shall be paid semi-annually on each June 1 and December 1, commencing June 1, 2020. Principal on this Bond shall amortize semi-annually on the following dates in the following amounts: Dates Amounts 06/01/21 $890,000 06/01/22 995,000 06/01/23 1,020,000 06/01/24 1,045,000 06/01/25 1,100,000 06/01/26 1,115,000 06/01/27 1,125,000 06/01/28 1,140,000 06/01/29* 1,175,000 06/01/30* 1,195,000 * Sales Tax Ineligible Debt; not secured by Sales Tax Revenues. 26609/005/01547165.DOCv5 A-1 A final payment in the amount of the entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution hereinafter defined) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Bond shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. If any interest on this Bond becomes includable in the gross income of the Owner for Federal income tax purposes due to action or inaction of the Issuer (an "Event of Taxability"), then the Owner shall have the right to adjust the Interest Rate to provide the same after-tax yield as if such event had not occurred. This adjustment shall survive payment of this Bond until such time as the federal statute of limitations under which the interest on this Bond could be declared taxable under the Internal Revenue Code of 1986, as amended, shall have expired. THIS BOND DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE OWNER OF THIS BOND THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN OR USE OR APPLICATION OF AD VALOREM TAX REVENUES OF THE ISSUER FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS BOND OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Bond may be prepaid in whole or in part on any date on or prior to June 1, 2025, at a price of 101% of the principal amount to be prepaid plus accnied interest. After June 1, 2025, this Bond may be prepaid in whole or in part on any date at a price of 100% of the principal amount to be prepaid plus accrued interest. Such prepayments require ten days advance written notice to the Owner and any partial prepayments shall be in multiples of one -thousand ($1,000.00). Partial prepayments shall be applied to those principal installments with the latest maturities on this Bond, in inverse order. This Bond is issued pursuant to the Florida Constitution, Chapter 166, Florida Statutes, the City Charter, and other applicable provisions of law, and a resolution duly adopted by the Issuer on January 27, 2020, as from time to time amended and supplemented (herein referred to as the "Resolution"), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution including without limitation remedies in the Event of Default are by this reference thereto incorporated herein as a part of this Bond. Debt service on the Sales Tax Eligible Debt is secured by a pledge of the Sales Tax Revenues and a covenant 26609/005/01547165.DOCv5 A-2 to budget and appropriate Non -Ad Valorem Revenues, as provided in the Resolution. The Sales Tax Ineligible Debt in the principal amount of $2,370,000 and the semi-annual interest accruing thereon shall not be secured by the Sales Tax Revenues but shall be secured solely by a covenant to budget and appropriate Non -Ad Valorem Revenues, as provided in the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. Upon an Event of Default, as defined in Section 18 of the Resolution, the then existing Interest Rate shall be increased by 300 basis points, until such time as the Event of Default is cured. This Bond may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution; provided, however, this Bond may not be transferred in a denomination less than $100,000 under any circumstances. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Crestview, Florida, has issued this bond and has caused the same to be executed by its Mayor, and countersigned and attested by its City Clerk, and its corporate seal to be impressed, imprinted or otherwise reproduced hereon, all as of January 30, 2020. (SEAL) CITY OF CRESTVIEW, FLORIDA By: Mayor ATTESTED AND COUNTERSIGNED: City Clerk 26609/005/01547165.DOCv5 A-3 EXHIBIT B FORM OF LENDER'S CERTIFICATE This is to certify that Region Capital Advantage, Inc. (the "Lender") has not required City of Crestview, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the issuance of the $10,800,000 City of Crestview, Florida, Capital Improvement Revenue Bond, Series 2020 (the "Bond"), and no inference should be drawn that the Lender, in the acceptance of the Bond, is relying on Bond Counsel or Issuer's Counsel as to any such matters other than the legal opinion rendered by Bond Counsel, Bryant Miller Olive P.A. and by Issuer's Counsel, Jonathon Holloway, P.A. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in a resolution adopted by the City Council of the Issuer on January 27, 2020 (the "Resolution"). We are aware that acquisition of the Bond involves various risks, and that the payment of the Bond is secured solely from the sources described in the Resolution (the "Bond Security"). We have made such independent investigation of the Bond Security as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our decision, we have relied upon the accuracy of information which has been provided to us by the Issuer and the Issuer's Financial Advisor. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our acquisition of the Bond and can bear the economic risk of our acquisition of the Bond. We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are acquiring the Bond for our own account, in evidence of a privately negotiated loan, and not with a present view to a resale or other distribution to the public. We understand that the Bond may not be transferred in a denomination less than $100,000 under any circumstances. 26609/005/01547165.DOCv5 B-1 We are (i) a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes[ or (ii) an "accredited investor" as such term is defined in the Securities Act of 1933, as amended, and Regulation D thereunder]. We are not acquiring the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. DATED this 30th day of January, 2020. REGIONS CAPITAL ADVANTAGE, INC. By: Name: Title: 26609/005/01547165.DOCv5 B-2 EXHIBIT C FORM OF DISCLOSURE LETTER The undersigned, as lender, proposes to negotiate with the City of Crestview, Florida (the "Issuer") for the private acquisition of its City of Crestview, Florida Capital Improvement Revenue Bond, Series 2020 (the "Bond") in the principal amount of $10,800,000. Prior to the award of the Bond, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Lender") in connection with the issuance of the Bond (such fees and expenses to be paid by the Issuer): Maynard Cooper & Gale — Lender's Counsel $5,000 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Lender in connection with the issuance of the Bond to any person not regularly employed or retained by the Lender (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Lender, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Lender, or to the knowledge of the Lender, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Lender or to exercise or attempt to exercise any influence to effect any transaction in the acquisition of the Bond. $0. 3. The amount of the underwriting spread expected to be realized by the Lender is 4. The management fee to be charged by the Lender is $0. 5. Truth -in -Bonding Statement: The Bond is being issued primarily to finance the acquisition, construction and equipping of various capital improvements of the Issuer and refund certain indebtedness of the Issuer. Unless earlier redeemed, the Bond is expected to be repaid on June 1, 2030. At an interest rate of 2.15%, total interest paid over the life of the Bond is estimated to be $905,975.96. 26609/005/01547165.DOCv5 C-1 The Bond will be payable solely from Sales Tax Revenues and Non -Ad Valorem Revenues of the Issuer budgeted, appropriated and deposited as described in a resolution of the Issuer adopted on January 27, 2020 (the "Resolution"). See the Resolution for a definition of Sales Tax Revenues and Non -Ad Valorem Revenues. Issuance of the Bond is estimated to result in an annual maximum of approximately $1,247,275 of revenues of the Issuer not being available to finance the services of the Issuer for 10.4 years, the life of the Bond. 6. The name and address of the Lender is as follows: Regions Capital Advantage, Inc. 1900 Fifth Avenue North, Suite 2400 Birmingham, Alabama 35203 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Lender this 30th day of January, 2020. REGIONS CAPITAL ADVANTAGE, INC. By: Name: Title: 26609/005/01547165.DOCv5 C-2 EXHIBIT D Form of Coverage Certificate Revenues Total Governmental Fund Revenues Less: Ad Valorem Revenues Less: Restricted Funds Total Net Non -Ad Valorem Revenue Available Expenditures Essential Expenditures General Government Public Safety Total Essential and Legally Mandated Expenditures Less: Essential expenditures paid from ad valorem revenues net of ad valorem debt service or otherwise designated Total Adjusted Expenditures Legally Available Non -Ad Valorem Revenues Less: Essential Expenditures to be paid from Non -Ad Valorem Net Legally Available Non -Ad Valorem Available for Debt Service Existing and Projected Maximum Annual Debt Service Coverage Ratio* FY *Pursuant to Section 19 of Resolution No. this Certificate is delivered when the Issuer proposes to issue other obligations which are secured by and/or payable from Non -Ad Valorem Revenues. There is no annual requirement that any coverage ratio be maintained. 26609/005/01547165.DOCv5 D-1 T JH JONATHAN HOLLOWAY, P.A. January 30, 2020 City Council City of Crestview 198 North Wilson Street Crestview, Florida 32536 Bryant Miller Olive P.A. 101 North Monroe Street, Suite 900 Tallahassee, Florida 32301 Regions Capital Advantage, Inc. 1900 Fifth Avenue North, Suite 2400 Birmingham, Alabama 35203 Re: $10,800,000 City of Crestview, Florida Capital Improvement Revenue Bond, Series 2020 Ladies and Gentlemen: The undersigned, as City Attorney for the City of Crestview, Florida (the "City"), has acted as counsel to the City in connection with the issuance of the referenced Bond (the "Bond") pursuant to and under the authority of the Constitution of the State of Florida, the Charter of the City of Crestview, Florida, Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and Resolution 20-03 adopted by the City Commission on January 27, 2020 (the "Resolution"). The Bond is payable solely from and secured by Pledged Revenues which consist of Sales Tax Revenue, and other Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided in the Resolution. In the Resolution, the City has pledged the Sales Tax Revenues to the Sales Tax Eligible Debt and has covenanted and agreed, subject to certain limitations, to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues, amounts sufficient to pay principal of and interest on the Bond, all in accordance with the Resolution. There is no lien or pledge of any ad valorem taxes of the City. This opinion letter is delivered to you at the request and with the consent of the City. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in the Resolution. This opinion letter is limited to the matters expressly stated herein. No opinions are to be inferred or implied beyond the opinions expressly so stated. This opinion letter has been prepared and is to be construed in accordance with the "Report on Third -Party Legal Opinion Customary Practice in Florida, dated December 3, 2011" (the "Report"). The Report is incorporated by reference into this opinion letter. In rendering the opinions set forth herein, I have relied, without investigation, on each of the assumptions implicitly included in all opinions of Florida counsel that are set forth in the Report in "Common Elements of Opinions — Assumptions". I have relied upon, and assumed the accuracy of, the representations and covenants contained in the Bond Resolution supplied to me 420 East Pine Avenue • Crestview, Florida 32539 • (850) 398-6808 City of Crestview, Florida Bryant Miller Olive P.A. Regions Capital Advantage, Inc. January 30, 2020 Page 2 by the City with respect to the factual matters set forth therein. However, no opinion is rendered hereunder as to the accuracy of the representations and warranties contained in the Bond Resolution except as set forth specifically herein. When used in this opinion letter, the phrases "to my knowledge," "known to me" or the like means the conscious awareness I have of factual matters I recognize as being relevant to the opinion or confirmation so qualified. Such phrases do not imply that I have undertaken any independent investigation within my firm, with the City or with any third party to determine the existence or absence of any facts or circumstances, and no inference should be drawn merely from my past or current representation of the City. Where any opinion or confirmation is qualified by the phrase "to my knowledge," "known to me" or the like, it means that I am without any actual knowledge or conscious awareness that the opinion or confirmation is untrue in any respect material to the opinion or confirmation. I have examined applicable law and all proceedings of the City in connection with the authorization, issuance and sale of the Bond. I have also examined the Resolution, certificates and documents, in each case, as I have deemed relevant and necessary in connection with the opinions expressed below. Based upon the foregoing, I am of the opinion that: 1. The City is a municipality duly created and validly existing pursuant to general or special law authorized or recognized pursuant to s. 2 or s. 6, Art. VIII of the State Constitution and has full legal right, power and authority to adopt the Resolution, to issue the Bond, to perform its obligations under the Bond and under the Resolution and to consummate the transactions contemplated by such instruments. 2. The Resolution was adopted by the Board at a duly noticed public meeting, and has not otherwise been amended or repealed and is in full force and effect as of the date hereof. 3. The Bond has been duly authorized, executed and delivered by the City and constitutes a valid and binding agreement of the City enforceable in accordance with its terms. 4. The adoption of the Resolution, and the authorization, execution and delivery of the Bond, and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, ordinance, resolution, or any consent decree or agreement known to me, or other instrument to which the City 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 City, or under the terms of any law, administrative regulation, ordinance, resolution or any instrument known to me. 5. 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 City of Crestview, Florida Bryant Miller Olive P.A. Regions Capital Advantage, Inc. January 30, 2020 Page 3 performance by the City of its obligations under the Resolution have been obtained and are in full force and effect. 6. The City is lawfully empowered to provide funds to refund the Refunded Debt and to pay associated costs of issuance and to pledge the Sales Tax Revenues to the Sales Tax Eligible Debt and to covenant to budget, appropriate and deposit Non -Ad Valorem Revenues in the manner and to the extent described in the Resolution for payment of the principal of and interest on the Bond as the same becomes due and payable. 7. To the best of my knowledge, after reasonable inquiries, there is no litigation pending or threatened, to restrain or enjoin the issuance or sale of the Bond or in any way affecting any authority for or the validity of the Bond, the Resolution, the pledge of Pledged Revenues as provided in the Resolution, or the collection or receipt by the City of any material portion of the Sales Tax Revenues or Non -Ad Valorem Revenues. 8. Neither the corporate existence or boundaries of the City nor the title of any of the present members of the City Council and officials thereof to their respective offices is being contested. The foregoing opinions are subject to the following exceptions, qualifications and limitations: Remedies Opinion Qualification: The opinions regarding enforceability of the Bond that are contained in paragraph 3 above are limited by: 1. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and similar law affecting the rights and remedies of creditors generally (the "Bankruptcy Exception"); and 2. general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity (the "Equitable Principles Limitation"). If a court determines that a provision of the Bond is unenforceable in the future, such determination, subject to the Bankruptcy Exception and the Equitable Principles Limitation, such unenforceability: (i) will not render the Bond invalid as a whole, or (ii) substantially interfere with the practical realization of the principal benefits purported to be provided by the Bond. Applicable Law Qualification: The following federal and Florida laws, rules and regulations are expressly excluded City of Crestview, Florida Bryant Miller Olive P.A. Regions Capital Advantage, Inc. January 30, 2020 Page 4 from the scope of this opinion letter: laws, rules and regulations that are defined as the Excluded Laws in the "Common Elements of Opinions -Limitations to Laws of Specific Jurisdictions or to Substantive Areas of Law; Excluded Areas of Law" section of the Report. Other Matters: I do not express any opinion as to the laws of any jurisdiction other than the State of Florida. This opinion letter is furnished to you solely for your benefit in connection with the referenced matter and may not be relied upon by any other party without my prior written consent in each instance. Further, copies of this opinion letter may not be furnished to any other party, nor may any portion of this opinion letter be quoted, circulated or referred to in any other document without my prior written consent in each instance. This opinion letter speaks only as of the date hereof. I assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if I become aware after the date of this opinion letter of any facts or other developments, whether existing before or first arising after the date hereof, that might change the opinions expressed above. Respectfully submitted, than T. Holloway cc: City Clerk