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.
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"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.
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"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
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(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
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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
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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
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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
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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").
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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,
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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
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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