HomeMy Public PortalAboutResolution 2022-6 Bond Capital Improvements WWTPRESOLUTION NO.2022-6
A RESOLUTION SUPPLEMENTING RESOLUTION NO. 16-05 OF THE CITY
OF CRESTVIEW, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $5,075,000 CITY OF CRESTVIEW, FLORIDA WATER AND SEWER
REVENUE BOND, SERIES 2021, TO PROVIDE FUNDS FOR THE PURPOSE
OF FINANCING CAPITAL IMPROVEMENTS TO THE ISSUER'S SEWER
SYSTEM AND PAYING THE COSTS OF ISSUANCE RELATED THERETO;
PLEDGING A PARITY LIEN ON THE NET REVENUES OF THE COMBINED
WATER AND SEWER SYSTEM OF THE ISSUER FOR THE PAYMENT
THEREOF; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH
BOND; AUTHORIZING THE PRIVATE NEGOTIATED SALE OF SUCH
BOND TO PINNACLE PUBLIC FINANCE, INC. PURSUANT TO THE TERMS
AND CONDITIONS DESCRIBED HEREIN; RATIFYING AND
CONFIRMING ALL TERMS, PROVISIONS AND COVENANTS OF
RESOLUTION NO. 16-05 OF THE ISSUER; PROVIDING CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CRESTVIEW,
FLORIDA (THE "ISSUER"), AS FOLLOWS.
SECTION 1. AUTHORITY FOR THIS RESOLUTION, This Resolution is adopted
pursuant to Chapter 166, Part II, Florida Statutes, the Original Resolution (as hereinafter defined)
and other applicable provisions of law.
SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the
Original Resolution (as defined below) shall have the meanings therein stated except as such
definitions may be hereinafter amended and defined.
"Additional Parity Bonds" shall mean additional obligations subsequently issued by the
Issuer which have an equal lien on the Net Revenues and rank equally in all respects with the
Series 2021 Bonds and the Parity Bonds.
"Bond Rate" shall mean the rate of interest to be borne by the Series 2021 Bond, which
shall be 2.09%, calculated on the basis of a 360-day year consisting of twelve (12) thirty (30) day
months, subject to adjustment to the Taxable Rate or Default Rate as provided herein and in the
Series 2021 Bond.
"Bond Registrar" as it relates to the Series 2021 Bond shall mean the Clerk of the Issuer
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"Default Rate" shall mean five percent (5%) per annum-except following an Event of
Taxability whereupon Default Rate shall mean six percent (6%) per annum.
"Event of Default" means the occurrence of any of the following: (i) a failure to pay after
the due date thereof any principal or interest or premium, if any, on the Series 2021 Bonds; or (ii)
a failure by the Issuer to comply with any of its obligations or to perform any of its duties under
the Resolution, other than a failure described in clause (i) of this definition.
"Event of Taxability" has the meaning given it in the form of the Series 2021 Bond herein.
"Holder" shall mean the owner of the Series 2021 Bonds (or any interest or portion
thereof), as shown on the registration books of the Issuer maintained by the Bond Registrar. The
initial holder shall be the Lender.
"Lender" shall mean Pinnacle Public Finance, Inc., the original owner of the Series 2021
Bond, together with its successors and assigns.
"Net Revenues" has the meaning set forth in the Original Resolution.
"Original Resolution" shall mean Resolution No. 16-05 of the Issuer adopted on
November 30, 2015, relating to the Issuer's Water and Sewer Refunding Revenue Bonds (Bank
Qualified), Series 2016.
"Parity Bonds" shall mean the Issuers Water and Sewer Refunding Revenue Bonds (Bank
Qualified), Series 2015 and Water and Sewer Refunding and Improvement Revenue Bonds, Series
2016.
"Paying Agent" as it relates to the Series 2021 Bond shall mean the Clerk of the Issuer.
"Permitted Lender" shall mean (i) an affiliate of the Lender or (ii) any bank, trust
company, savings institution or insurance company or financial institution that is engaged as a
regular part of its business in making loans in the State of Florida that is an "Accredited Investor'
(as defined in Regulation D under the Securities Act of 1933, as amended) or a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended) as
contemplated by Section 517.061(7), Florida Statutes.
"Resolution" shall mean the Original Resolution as supplemented by this Resolution.
"Series 2021 Bond" shall mean the Issuer's Water and Sewer Revenue Bond, Series 2021
issued pursuant to the Resolution.
"Series 2021 Project" shall mean the acquisition costs for certain improvements to the
System consisting primarily of the Issuers Wastewater Solids Handling Upgrade Project and such
other improvements to the System as may be lawful under the laws of the State of Florida.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
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(a) On November 30, 2015, the City Council, as the governing body of the Issuer, duly
adopted the Original Resolution, which, among other things,, -authorized the issuance of the
Issuers Water and Sewer Refunding and Improvement Revenue Bonds, Series 2016 on a parity basis
with the Issuer's Water and Sewer Refunding Revenue Bonds (Bank Qualified), Series 2015, the
proceeds of which financed or refinanced improvements to the Issuer's combined water. and sewer
system (together with any and all improvements, extensions and additions thereto hereafter
constructed or acquired, together with all lands or interests therein, including plants, buildings,
machinery, franchises, pipes, mains, fixtures, equipment and all property, real or personal, tangible
or intangible, now or hereafter owned or used in connection therewith, the "System").
(b) The Issuer now owns, operates and maintains the System and will continue to
derive Net Revenues from rates, fees, rentals and other charges made and collected for the
services of such System, which revenues and the other revenues pledged pursuant to the
provisions of the Resolution are not now pledged or encumbered in any manner, except for the
payment of the Parity Bonds.
(c) The Original Resolution provides for the issuance of Additional Parity Bonds upon
compliance with certain requirements therein.
(d) This Resolution shall constitute a supplemental resolution to the Original
Resolution.
(e) It is in the best interests of the Issuer and the residents thereof that the Issuer
authorize the issuance of the Series 2021 Bond for the purpose of financing the Series 2021 Project
and paying costs of issuance related to the issuance of the Series 2021 Bond.
(f) The Series 2021 Bond shall be payable from the Net Revenues. The lien of the
Parity Bonds and the Series 2021 Bond on the Net Revenues shall be on an equal and parity basis.
(g) The principal of, premium, if any, and interest on the Series 2021 Bond and all
sinking fund and other payments shall be payable solely from the Net Revenues. The Issuer shall
never be required to levy ad valorem taxes on any real or personal property therein to pay the
principal of and interest on the Series 2021 Bond or to make any other payments provided for by
the Resolution. The Series 2021 Bond shall not constitute a lien upon any properties owned by or
located within the boundaries of the Issuer or upon any property other than the Net Revenues.
(h) The Net Revenues will be sufficient to pay all principal of, premium, if any, and
interest on the Series 2021 Bond and the Parity Bonds, as the same become due, and to make all .
required deposits or payments required by the Resolution.
(i) Because of the characteristics of the security pledged to repay the Series 2021 Bond,
prevailing conditions in the financial markets, reduced upfront costs of issuance and additional
savings to be realized from an expeditious sale of the Series 2021 Bond, it is in the best interest of
the Issuer to accept the offer of the Lender to extend the credit evidenced by the Series 2021 Bond
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at a private negotiated sale. Prior to the issuance of the Series 2021 Bond, the Issuer shall receive
from the Lender a Lender's Certificate and a Disclosure Letter containing the information
required by Section 218.385, Florida Statutes, substantially in the forms attached hereto as
exhibits.
SECTION 4. AUTHORIZATION OF THE SERIES 2021 PROTECT; APPROVAL OF
SALE OF SERIES 2021 BOND TO LENDER., The acquisition and financing of the Series 2021
Project is hereby authorized. The private negotiated sale of the Series 2021 Bond to the Lender is
hereby approved.
SECTION 5. AUTHORIZATION OF SERIES 2021 BOND.. Subject and pursuant to the
provisions hereof, the obligation of the Issuer to be known as Water and Sewer Revenue Bond,
Series 2021," is authorized to be issued in the principal amount of not exceeding $5,075,000. Such
Series 2021 Bond shall constitute an Additional Parity Bond under the Original Resolution, and
the Issuer hereby represents that upon the issuance of the Series 2021 Bond, all conditions to the
issuance of Additional Parity Bonds set forth in the Original Resolution shall be satisfied.
SECTION 6. DESCRIPTION OF SERIES 2021 BOND.,
(a) The Series 2021 Bond shall be issued in fully registered form; shall be dated the
date of its issuance; shall be numbered R-1; shall be in the denomination of the outstanding
principal amount of the Series 2021 Bond; and, notwithstanding any other provision of the
Resolution or the Series 2021 Bond, shall never bear interest at such rate or rates exceeding the
maximum rate allowed by State law. The Series 2021 Bond shall be issued in a principal amount
of $5,075,000 as set forth in the Series 2021 Bond.
(b) The Series 2021 Bond shall bear interest, computed on the basis of a 360-day year
consisting of twelve (12) thirty (30) day months, from its date, payable semi-annually on the first
day of March and the first day of September of each year, commencing on September 1, 2022, at
the Bond Rate (or at the Taxable Rate upon an Event of Taxability) shown on the Form of Series
2021 Bond included in Section 11 of this Resolution (the "Bond Form"), subject to adjustment as
set forth herein and in the Series 2021 Bond. Principal on the Series 2021 Bond shall be paid in
annual installments beginning September 1, 2023 and on every September 1 thereafter until the
Maturity Date indicated on the Bond Form and until paid in full.
(c) The Series 2021 Bond is subject to prepayment at the option of the Issuer, as set
forth in Section 10 hereof and in the Series 2021 Bond.
(d) The payment of the principal of, premium, if any, and interest on the Series 2021
Bond shall be secured by an irrevocable lien on the Net Revenues as described in the Resolution.
(e) The principal of, premium, if any, and the interest on the Series 2021 Bond shall be
payable in any coin or currency of the United States of America that on the respective dates of
payment thereof is legal tender for the payment of public and private debts. The principal of,
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premium, if any, and the interest on the Series 2021 Bond shall be payable by the Paying Agent
on each interest payment date to the person appearing on the registration books of the Issuer
hereinafter provided for as the registered Holder thereof, by wire transfer to the Holder.
Presentation of the Series 2021 Bond for such payment shall not be required.
(f) All provisions of the Resolution, except as expressly provided herein or therein,
shall be applicable to the Series 2021 Bond. The Resolution shall be deemed to be and shall
constitute a contract between the Issuer and the Holders of the Series 2021 Bond.
(g) The audit that the Issuer prepares in accordance with Section 4.07 of the Original
Resolution will be electronically transmitted to the Lender within 270 days after the end of each
fiscal year. Additionally, the Issuer shall provide the Lender with such other financial
information as the Lender may reasonably request, including but not limited to, the Issuer's
annual budget for any prior, current or subsequent fiscal years.
SECTION 7. EXECUTION OF SERIES 2021 BOND.
(a) The Mayor and the Clerk or any Deputy Clerk are hereby authorized and directed
to execute the Series 2021 Bond and the Clerk is hereby authorized to execute the Certificate of
Authentication of the Bond Registrar and directed upon the full execution of the Series 2021 Bond,
to deliver the Series 2021 Bond to or upon the order of the Lender upon the payment of the
acquisition price.
(b) The Mayor, the Clerk, any Deputy Clerk, the City Manager and such other officers
of the Issuer legally authorized to take action in their absence, and such other officers and
employees of the Issuer as may be designated by the City Manager, are each designated as agents
of the Issuer in connection with issuance and delivery of the Series 2021 Bond and are authorized
and empowered, collectively or individually, to take all action and steps and to execute all
instruments, documents and contracts on behalf of the Issuer that are necessary or desirable in
connection with the execution and delivery of the Series 2021 Bond, including, without limitation,
such instruments, documents and contracts as may be necessary or desirable in connection with
the sale of the Series 2021 Bond and which are specifically authorized or are not inconsistent with
the terms and provisions of the Resolution or any action relating to the Series 2021 Bond
heretofore taken by the Issuer. Such officers and those so designated are hereby charged with the
responsibility for the issuance of the Series 2021 Bond.
SECTION 8. REGISTRATION OF TRANSFER, ASSIGNMENT OF RIGHTS _OF
LENDER. The Issuer shall keep at the office of the Bond Registrar in the Issuer's records the
registration of the Series 2021 Bond and the registration of transfers of the Series 2021 Bond as
provided herein. The transfer of the Series 2021 Bond may be registered only upon the books
kept for the registration of the Series 2021 Bond and registration of transfer thereof without
surrender thereof to the Bond Registrar, together with an assignment duly executed by the Holder
or its attorney or legal representative in the form of the assignment set forth on the Series 2021
Bond; provided, however, the Series 2021 Bond may be sold, transferred or otherwise assigned
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only in whole to a Permitted Lender that delivers a a duly executed Lender's Certificate .
substantially in the form attached hereto as Exhibit A to the Bond Registrar with the referenced
assignment. No consent of the Issuer is required and failure to transfer the Series 2021 Bond upon
satisfaction of the requirements hereof shall constitute a default hereunder. In the case of any
such registration of transfer, the Issuer shall execute and deliver in exchange for the Series 2021
Bond a new Series 2021 Bond registered in the name of the transferee. In all cases in which the
Series 2021 Bond shall be transferred hereunder, the Issuer shall execute and deliver at the earliest
practicable time a new Series 2021 Bond in accordance with the provisions of the Resolution. The
Issuer may make a charge for every such registration of transfer of the Series 2021 Bond sufficient
to reimburse it for any tax or other governmental charges required to be paid (other than a tax or
other governmental charge imposed by the Issuer) with respect to such registration of transfer,
but no other charge shall be made for registering the transfer hereinabove granted.
The registration of transfer of the Series 2021 Bond on the registration books of the Issuer
shall be deemed to effect a transfer of the rights of the Holder under the Resolution to the
transferee. Thereafter, such transferee shall be deemed to be the Holder under the Resolution.
The Issuer and the transferor shall execute and record such instruments and take such other
actions as the Issuer and such transferee may reasonably request in order to confirm that such
transferee has succeeded to the capacity of Holder under the Resolution and the Series 2021 Bond.
In the event the Series 2021 Bond is mutilated, lost, stolen, or destroyed, the Issuer shall
execute a new Series 2021 Bond of like date and denomination as that mutilated, lost, stolen or
destroyed, provided that, in the case of such a mutilated Bond, such mutilated Bond shall first be
surrendered to the Issuer, and in the case of a lost, stolen, or destroyed Bond, there first shall be
furnished to the Issuer evidence of such loss, theft or destruction together with an indemnity
satisfactory to it.
SECTION 9. OWNERSHIP OF SERIES 2021 BOND. The Person in whose name the
Series 2021 Bond shall be registered shall be deemed and regarded as the absolute owner thereof
for all purposes, and payment of or on account of the principal of any such Series 2021 Bond, and
the interest on any such Series 2021 Bond shall be made only to or upon the order of the registered
owner thereof or its legal representative. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Series 2021 Bond including interest thereon to the extent of
the sum or sums so paid.
SECTION 10. PROVISIONS FOR PREPAYMENT. Prior to September 1, 2032, the Series
2021 Bond is not subject to prepayment. On and after September 1, 2032, the Series 2021 Bond is
subject to prepayment prior to its maturity at the option of the Issuer in whole on any date at a
price equal to par plus interest accrued thereon through the date of prepayment. Further, on and
after September 1, 2032, the Series 2021 Bond is subject to prepayment prior to its maturity at the
option of the Issuer in part one-time per calendar year in a minimum amount of $250,000 on any
March 1 or September 1 at a price equal to par plus interest accrued thereon through the date of
prepayment.
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Notwithstanding Section 2.09 of the Original Resolution, the Issuer shall provide written
notice of prepayment of the Series 2021 Bond to the holder thereof at least thirty (30) days in
advance of the date of prepayment selected by the Issuer in accordance with the requirements
hereof. Such notice of prepayment may be conditioned upon the occurrence or non-occurrence
of such event or events as shall be specified in such notice of optional prepayment, and may also
be subject to rescission by the Issuer if expressly set forth in such notice. For any prepayment in
part, the partial prepayment shall be applied pro rata across all remaining principal payments for
the Series 2021 Bond. Upon any such prepayment, the Lender shall provide the Issuer with a
revised principal amortization schedule showing the pro rata reduction in the remaining
principal payments for the Series 2021 Bond.
SECTION 11. FORM OF SERIES 2021 BOND. The text of the Series 2021 Bond shall be
in substantially the following form, with such omissions, insertions and variations as may be
necessary, desirable, authorized or permitted by the Resolution or by any supplemental
resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable
laws, rules and regulations of the United States and of the State in effect upon the issuance thereof.
No. R-1
[FORM OF SERIES 2021 BOND]
THIS BOND IS SUBJECT TO THE TRANSFER RESTRICTIONS
CONTAINED IN THE RESOLUTION DESCRIBED HEREIN
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF OKALOOSA
CITY OF CRESTVIEW
WATER AND SEWER REVENUE BOND, SERIES 2021
MATURITY DATE: BOND RATE: DATED DATE:
September 1, 2042 2.09% December 17, 2021
(subject to adjustment
as provided herein)
$5,075,000
Registered Owner: PINNACLE PUBLIC FINANCE, INC., A BANKUNITED COMPANY
Principal Amount: FIVE MILLION SEVENTY-FIVE THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS that the City of Crestview, Florida (hereinafter
called the "Issuer') for value received, hereby promises to pay to the order of the Registered
Owner identified above or it successors or registered assigns, as herein provided, solely from the
revenues hereinafter mentioned, by wire transfer transmitted to the Registered Owner at its
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address as it appears on the Bond registration books of the Issuer as it appears on the 15th day of
the calendar month preceding the applicable interest payment date, the principal of and interest
on this Bond at the Bond Rate per annum identified above, subject to adjustment as described
herein, such interest shall be paid on each September 1 and March 1, commencing September 1,
2022, until paid in full, from the date hereof or the interest payment date next preceding the date
of registration and authentication of this Bond, unless this Bond is registered and authenticated
as of an interest payment date, in which case it shall bear interest from said interest payment date.
Principal on this Bond shall be paid in annual installments beginning September 1, 2023 and on
every September 1 thereafter until the Maturity Date, until paid in full, in accordance with the
following amortization schedule, subject to prepayment by the Issuer prior to the Maturity Date
as provided below.
PRINCIPAL AMORIZATION SCHEDULE
Maturity Date
Maturity
September 1
Amount
2023
$205,000
2024
210,000
2025
215,000
2026
220,000
2027
225,000
2028
230,000
2029
235,000
2030
240,000
2031
245,000
2032
250,000
2033
255,000
3034
260,000
3035
265,000
3036
270,000
3037
275,000
3038
285,000
3039
290,000
2040
295,000
2041
300,000
2042
305,000
TOTAL
$5,075,000
Prior to the Maturity Date or the earlier payment in full of this Bond, payments of
principal of and interest on this Bond will be payable without presentation and surrender hereof.
This Bond is issued to finance the Series 2021 Project under the authority of and in full
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compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter
166, Part II, Florida Statutes, and other applicable provisions of law, and Resolution No. 2022-6 duly
adopted by the City Council of the Issuer on December 13, 2021, which supplements the Original
Resolution (collectively, the "Resolution"), and is subject to all the terms and conditions of such
Resolution. All capitalized undefined terms used herein shall have the meaning set forth in the
Resolution.
This Bond and the interest thereon are payable solely from and secured by a prior lien upon
and pledge of the net revenues derived by the Issuer from the operation of the combined water and
sewer system of the Issuer (together with any and all improvements, extensions and additions
thereto hereafter constructed or acquired, together with all lands or interests therein, including
plants, buildings, machinery, franchises, pipes, mains, fixtures, equipment and all property, real or
personal, tangible or intangible, now or hereafter owned or used in connection therewith, the
"System"), on a parity with the lien thereon in favor of the holders of the outstanding Water and
Sewer Refunding Revenue Bonds (Bank Qualified), Series 2015 and Water and Sewer Refunding and
Improvement Revenue Bonds, Series 2016 previously issued by the Issuer pursuant to the Original
Resolution. This Bond does not constitute an indebtedness of the Issuer, within the meaning of any
constitutional or statutory provision or limitation.
It is expressly agreed by the holder of this Bond that such holder shall never have the right
to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on
this Bond or for the making of any sinking fund or other payment specified in the Resolution. This
Bond and the indebtedness evidenced thereby shall not constitute a lien upon any other property of
or in the Issuer, but shall constitute alien only upon the net revenues of the System, in the manner
and to the extent provided in the Resolution.
Upon an Event of Default, the Bond Rate shall be increased to the Default Rate.
If an Event of Taxability occurs then (i) interest on this Bond shall be computed by
multiplying the portion of the outstanding principal amount of this Bond by the Taxable Rate (on
the basis of a 360-day year comprised of twelve 30-day months), and the debt service schedule
shall be deemed to be automatically amended to reflect such re -calculation, and (ii) the Issuer
shall pay to the Registered Owner hereof as a gross -up amount (the "Gross -Up Amount") (i) an
amount equal to the difference of (A) the amount of interest that would have been paid to the
Registered Owner hereof during the period of which such interest is included in the gross income
of the Lender if this Bond had borne interest at the Taxable Rate, beginning on the Taxable Date
through the date of payment of such Gross -Up Amount (the "Gross -Up Period"), and (B) the
corresponding amount of interest on this Bond actually paid to the Lender during the Gross -Up
Period, and (ii) to the extent permitted by applicable law, an amount equal to any interest,
penalties or charges owed by the Registered Owner hereof as a result of the interest on this Bond
becoming included in the gross income of the Registered Owner hereof, together with all
attorneys' fees, court costs, or other "out-of-pocket" costs incurred by the Registered Owner
hereof in connection therewith.
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An "Event of Taxability" means any action or inaction of the Issuer that results in or gives
rise to (i) the receipt of notice in any form from the Internal Revenue Service or a ruling of a court
of competent jurisdiction that the Registered Owner (or any prior Registered Owner) may not
exclude the interest paid or payable on this Bond from gross income for federal income tax
purposes or (ii) the receipt by the Registered Owner of a written opinion of nationally recognized
bond counsel selected by the Issuer and approved by the Lender to the effect that interest paid or
payable on this Bond is not excludable from the gross income of the Registered Owner (or any
prior Registered Owner) for federal income tax purposes. "Taxable Rate" means the Bond
Rate/(1.00-Maximum Federal Corporate Tax Rate). "Maximum Federal Corporate Tax Rate"
means, for any day, the maximum rate of income taxation imposed on corporation pursuant to
section 11(b) of the Internal Revenue Code of 1986, as amended (the "Code"), as in effect as of
such day (or, if as a result of a change in the Code, the rate of income taxation imposed on
corporations generally shall not be applicable to the holder hereof, the maximum statutory rate
of federal income taxation which could apply to the Lender as of such day), expressed as a
decimal. "Taxable Date" means the date on which the interest on this Bond is first includable in
gross income of the Registered Owner hereof as a result of an Event of Taxability as such date is
established by the Commissioner, any other officer or representative of the Internal Revenue
Service, (or any other governmental official or agent exercising the same or a substantially similar
function from time to time), court of competent jurisdiction or an opinion of nationally recognized
bond counsel, which date may be as early as the Dated Date of this Bond.
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 Code
shall have expired.
The Registered Owner hereof may sell, transfer or otherwise assign its rights and obligations
under this Bond in whole only, without the consent of the Issuer, to (i) an affiliate of the Registered
Owner hereof or (ii) any bank, trust company, savings institution or insurance company that is
engaged as a regular part of its business in making loans in the State of Florida that is an
"Accredited Investor" (as defined in Regulation D under the Securities Act of 1933, as amended)
or a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as
amended) as contemplated by Section 517.061(7), Florida Statutes. This Bond may be transferred
only upon the books of the Issuer kept by the Bond Registrar upon surrender hereof, at the office of
the Bond Registrar with an assignment duly executed by the Registered Owner or his duly
authorized attorney and delivery of a Lender's Certificate substantially in the form attached as
Exhibit A to the Resolution, but only in the manner, subject to the limitations and upon payment of
a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in
connection with any such transfer, as provided in the Resolution. Upon any such transfer, there
shall be executed in the name of the transferee, and the Bond Registrar shall deliver, a new registered
bond or bonds of authorized denominations and in the same aggregate principal amount, series,
maturity and interest rate as this bond.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond exist, have happened and
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have been performed in regular and due form and time as required by the Statutes and Constitution
of the State of Florida applicable thereto; and that the issuance of this Bond and of the issue of bonds
of which this Bond is one, does not violate any constitutional or statutory limitation.
Prior to September 1, 2032, this Bond is not subject to prepayment. On and after
September 1, 2032, this Bond is subject to prepayment prior to its maturity at the option of the
Issuer in whole on any date at a price equal to par plus interest accrued thereon through the date
of prepayment. Further, on and after September 1, 2032, this Bond is subject to prepayment prior
to its maturity at the option of the Issuer in part one-time per calendar year in a minimum amount
of $250,000 on any March 1 or September 1 at a price equal to par plus interest accrued thereon
through the date of prepayment. For any prepayment in part, the partial prepayment shall be
applied pro rata across all remaining principal payments for this Bond.
Notice of such prepayment shall be given in the manner and to the extent required by the
Resolution.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the certificate of authentication hereon shall have been
executed by the Bond Registrar.
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 the Dated
Date identified aboveas•••••
•
�pSE
Q'
ATTESTED AND COUNTERSIGNED:
CITY OF CRESTVIEW, FLORIDA
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Bond is the bond described in the Resolution.
as Bond Registrar
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Date of Authentication: December 17, 2021
The following abbreviations, when used in the inscription on the face of the within
bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -as tenants in
common
TEN ENT -as tenants by the
entireties
UNIF GIF/TRANS MIN ACT -
(Cust.)
Custodian for
(Minor)
under Uniform Gifts/Transfers to
Minors Act of
(State)
JT TEN - as joint tenants
with right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to
(PLEASE INSERT NAME, ADDRESS
AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) the within bond
and does hereby irrevocably constitute and appoint as his
agent to transfer the bond on the books kept for registration thereof, with full power of
substitution in the premises.
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Dated:
NOTICE: The signature to this assignment must
correspond with the name of the Registered Owner
as it appears upon the face of the within bond in
every particular, without alteration or enlargement or
change whatever.
(END OF FORM OF BOND]
SECTION 12. APPLICATION OF SERIES 2021 BOND PROCEEDS._ The proceeds
received from the sale of the Series 2021 Bond shall be applied by the Issuer simultaneously with
the delivery of such Series 2021 Bond to the owner thereof, as follows:
(a) A sufficient amount of the Series 2021 Bond proceeds shall be applied to the
payment of the costs and expenses relating to the issuance of the Series 2021 Bond which must be
paid upon delivery of the Series 2021 Bond.
(b) Any remaining moneys from the Series 2021 Bond shall be deposited into the
Series 2021 Bonds Acquisition Fund (the "Acquisition Fund") which is hereby created and which
shall be held by the Issuer, into which shall be paid the balance of the money remaining after making
all the deposits and payments provided in (a) above. The Acquisition Fund shall be kept separate
and apart from all other funds and accounts of the Issuer, and the money on deposit therein shall be
withdrawn, used and applied by the Issuer solely to the payment of the cost of the Series 2021 Project
and purposes incidental thereto, as described in the Resolution. If for any reason such proceeds or
any part thereof are not necessary for or are not applied to the payment of such cost, then the
unapplied proceeds shall be deposited by the Issuer into the Sinking Fund for the payment of the
Series 2021 Bond. Any funds on deposit in the Acquisition Fund which, in the opinion of the Issuer,
are not immediately necessary for expenditure, as provided above, may be invested in Authorized
Investments maturing not later than the date on which such funds will be needed for payment of
the costs of the Series 2021 Project. All income derived therefrom shall be deposited in the Sinking
Fund. All such proceeds shall be and constitute trust funds for such purposes, and there is hereby
created a lien upon such money until so applied in favor of the holders of the Series 2021 Bond.
Upon an Event of Default, all amounts on deposit in the Acquisition Fund shall be applied to
immediately repay the outstanding principal, premium, if any, and accrued interest on the Series
2021 Bond.
Page 13
SECTION 13. TAX COVENANTS; BANK QUALIFIED._
The Issuer covenants to the Holders provided for in this Resolution that the Issuer will
not make any use of the proceeds of the Series 2021 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.
The Issuer hereby designates the Series 2021 Bond as a "qualified tax-exempt obligation"
within the meaning of Section 265(b)(3) of the Code. The Issuer does not reasonably expect during
the calendar year 2021 to issue more than $10,000,000 of "tax-exempt" obligations including the
Series 2021 Bond, exclusive of any private activity bonds as defined in Section 141(a) of the Code .
(other than qualified 501(c)(3) bonds as defined in Section 145 of the Code).
SECTION 14. NO RESERVE FUND FOR SERIES 2021 BOND. The Series 2021 Bond
shall not be secured by the Reserve Account and the debt service related thereto shall be omitted
from the calculation of the Reserve Account Requirement.
SECTION 15. REMEDIES. Upon the occurrence of any Event of Default the Lender may
exercise any remedy available at law or in equity.
SECTION 16. SEVERABILITY. If any one or more of the covenants, agreements or
provisions of this Resolution should 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 or shall in any manner be held to adversely affect the
validity of the Series 2021 Bond, then such covenants, agreements or provisions shall be null and
void and shall be deemed separate from the remaining covenants, agreements or provisions of
this Resolution or of the Series 2021 Bond issued hereunder. Typographical errors and other
matters of a similar nature that do not affect the intent of this Resolution, as determined by the
City Clerk and Issuer Attorney, may be corrected.
SECTION 17. WAIVER OF TURY TRIAL. To the extent permitted by applicable law,
each of the Issuer and the Lender, knowingly, voluntarily and intentionally waives any right each
may have to a trial by jury with respect to any litigation based on, or arising out of, under or in
connection with the Series 2021 Bond or any agreement contemplated to be executed in connection
with the Series 2021 Bond, or any course of conduct, course of dealing, statements (whether verbal
or written) or actions of any parry with respect hereto. This provision is a material inducement to
the Lender to acquire the Series 2021 Bond from the Issuer.
SECTION 18. GENERAL AUTHORITY. The members of the City Council of the Issuer
and 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 desirable or consistent with the
requirements hereof for the full, punctual and complete performance of all of the terms, covenants
and agreements and are hereby authorized to execute and deliver all documents which shall be
Page 14
required by Bond Counsel or the initial Lender of the Series 2021 Bond to effectuate the sale of
the Series 2021 Bond to said initial Lender.
SECTION 19. NO THIRD PARTY BENEFICIARIES., Except such other Persons as may
be expressly described herein or in the Series 2021 Bond, nothing in this Resolution, or in the
Series 2021 Bond, expressed or implied, is intended or shall be construed to confer upon any
Person other than the Issuer and the Holder of the Series 2021 Bond, any right, remedy or claim,
legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Series
2021 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 Holders.
SECTION 20. NO PERSONAL LIABILITY, Neither the members of the City Council of
the Issuer nor any person executing the Series 2021 Bond shall be personally liable therefor or be
subject to any personal liability or accountability by reason of the issuance thereof.
SECTION 21. RATIFICATION; REPEAL OF INCONSISTENT INSTRUMENTS._ The
provisions and terms and conditions of the Resolution are hereby ratified, confirmed and
approved. All other resolutions of the Issuer, or parts thereof, in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 22. EFFECTIVE DATE. The provisions of this Resolution shall take effect
immediately upon its passage.
PASSED AND ADOPTED THIS 13th day of December, 2021.
.•''p� ��' pESTV�� •
(SEAL) ► VO� TF CITY COUNCIL
r
Page 15
EXHIBIT A
FORM OF LENDER'S CERTIFICATE
This is to certify that Pinnacle Public Finance, Inc. (the "Lender") has not required the 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 delivery
of the Issuer's Water and Sewer Revenue Bond, Series 2021 (the "Bond"), and no inference should
be drawn that the Lender, in the acceptance of the Bond, is relying on Bryant Miller Olive P.A.
("Bond Counsel"), Jonathon Holloway, P.A. ("Issuer Attorney"), as to any such matters other .
than the legal opinions rendered by Bond Counsel and by the Issuer Attorney. Any capitalized
undefined terms used herein not otherwise defined shall have the meaning set forth in the Bond.
We acknowledge and understand that Resolution No. _ adopted by the City Council of
the Issuer on December 13, 2021 (the "Resolution") is not being qualified under the Trust
Indenture Act of 1939, as amended, and is not being registered in reliance upon the exemption
from registration under Section 3(a)(2) of the Securities Act of 1933, as amended, Section
517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer,
Bond Counsel, nor the Issuer Attorney shall have any obligation to effect any such registration or
qualification.
We are buying the Bond for our own loan account and do not currently intend to syndicate
the Bond. We acknowledge and understand that, based on the structure and particulars of the
Bond as set forth therein and in the Resolution, no filing will be made with respect to the Bond
with the Electronic Municipal Market Access website of the Municipal Securities Rulemaking
Board. We are not acting as a broker or other intermediary, and are funding the Bond from our
own capital for our own account and not with a present view to a resale or other distribution to
the public.
We understand that the Bond is issued in a single denomination equal to the principal
amount due under the Bond and may not be transferred except in whole in accordance with the
terms of Section S of the Resolution and the Bond, and will not be transferred to any kind of trust
under any circumstances. We understand that the Bond may not be transferred in denominations
less than $250,000, even in whole. The Bond will only be transferred sold or otherwise assigned
to (i) an affiliate of the Lender or (ii) a bank, trust company, savings institution or insurance
company that is engaged as a regular part of its business in making loans in the State of Florida
that delivers a duly executed Lender's Certificate to the Bond Registrar in substantially the form
hereof.
Page 16
We are a qualified institutional buyer as contemplated by Section 517.061(7), Florida
Statutes. We are not funding 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.
We acknowledge and understand that there will be no CUSIP number obtained for the
Bond or the Bond and no credit rating will be obtained on the Bond.
Neither the Lender nor any of its affiliates acts as a fiduciary for the Issuer or in the
capacity of broker, dealer, municipal securities underwriter or municipal advisor with respect to
the proposed issuance of the Bond. Neither the Lender nor any of its affiliates has provided, and
will not provide, financial, legal, tax, accounting or other advice to or on behalf of the Issuer with
respect to the proposed issuance of the Bond. The Issuer has represented to the Lender that it has
sought and obtained financial, legal, tax, accounting and other advice (including as it relates to
structure, timing, terms and similar matters) with respect to the proposed issuance of the Bond
from its financial, legal and other advisors (and not the Lender or any of its affiliates) to the extent
that the Issuer desired to obtain such advice.
DATED this 17th day of December, 2021.
PINNACLE PUBLIC FINANCE, INC.
By:
Name: Cathleen D. Jimenez
Title: Managing Director and Executive Vice
President
Page 17
EXHIBIT B
FORM OF DISCLOSURE LETTER
The undersigned, as lender, proposes to negotiate with the City of Crestview, Florida (the
"Issuer") for the acquisition of the Issuer's Water and Sewer Revenue Bond, Series 2021, dated
the date hereof from the Issuer to Pinnacle Public Finance, Inc. (the "Lender') in an amount of
$5,075,000 (the 'Bond"). Prior to the award of the Bond, the following information is hereby
furnished to the Issuer:
(a) Set forth is an itemized list of the nature and estimated amounts of expenses to be
incurred for services rendered to the Lender in connection with the issuance of the Bond (such
fees and expenses to be paid by the Issuer):
Chapman and Cutler LLP
Lender's Counsel
$6,500.00
(b) (a) No fee, bonus or other compensation is estimated to be paid by the Lender in
connection with the delivery 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).
(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
extension of credit evidenced by of the Bond.
e' 1
(c) The amount of the underwriting spread expected to be realized by the Lender is
(d) The management fee to be charged by the Lender is $0.
(e) Truth -in -Bonding Statement:
The Bond is being issued primarily to finance the Series 2021 Project as defined in the
hereinafter mentioned Resolution. Unless earlier redeemed, the Bond is expected is expected to
bear interest at an annual interest rate of 2.09% and finally mature on September 1, 2031. Total
interest paid over the life of the Bond is estimated to equal $1,261,956.51.
The Bond will be payable solely from the Net Revenues, as defined in the Bond, in a
manner sufficient to pay the principal of, premium, if any, and interest due on the Bond, as
described in the Bond and Resolution No. 2022-6 of the Issuer adopted on December 13, 2021.
Page 18
Issuance of the Bond is estimated to result in a maximum of approximately $315,827.50 of Net
Revenues of the Issuer not being available to finance the other services of the Issuer in each year
during the life of the Bond.
(f) The name and address of the Lender is as follows:
Pinnacle Public Finance, Inc.
8377 E. Hartford Drive, Suite 115
Scottsdale, Arizona 85255
Attn: Operations Manager
This Disclosure Letter is for informational purposes only and shall not affect or control
the actual terms and conditions of the Bond.
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf
of the Lender this 17th day of December, 2021.
PINNACLE PUBLIC FINANCE, INC.
By:
Name: Cathleen D. Jimenez
Title: Managing Director and Executive Vice
President
Page 19
No. R-1
THIS BOND IS SUBJECT TO THE TRANSFER RESTRICTIONS
CONTAINED IN THE RESOLUTION DESCRIBED HEREIN
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF OKALOOSA
CITY OF CRESTVIEW
WATER AND SEWER REVENUE BOND, SERIES 2021
MATURITY DATE: BOND RATE: DATED DATE:
September 1, 2042 2.09% December 17, 2021
(subject to adjustment
as provided herein)
$5,075,000
Registered Owner: PINNACLE PUBLIC FINANCE, INC., A BANKUNITED COMPANY
Principal Amount: FIVE MILLION SEVENTY-FIVE THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS that the City of Crestview, Florida (hereinafter
called the "Issuer") for value received, hereby promises to pay to the order of the Registered
Owner identified above or it successors or registered assigns, as herein provided, solely from the
revenues hereinafter mentioned, by wire transfer transmitted to the Registered Owner at its
address as it appears on the Bond registration books of the Issuer as it appears on the 15th day of
the calendar month preceding the applicable interest payment date, the principal of and interest
on this Bond at the Bond Rate per annum identified above, subject to adjustment as described
herein, such interest shall be paid on each September 1 and March 1, commencing September 1,
2022, until paid in full, from the date hereof or the interest payment date next preceding the date
of registration and authentication of this Bond, unless this Bond is registered and authenticated
as of an interest payment date, in which case it shall bear interest from said interest payment date.
Principal on this Bond shall be paid in annual installments beginning September 1, 2023 and on
every September 1 thereafter until the Maturity Date, until paid in full, in accordance with the
following amortization schedule, subject to prepayment by the Issuer prior to the Maturity Date
as provided below.
PRINCIPAL AMORTIZATION SCHEDULE
Maturity Date Maturity
September 1 Amount
2023 $205,000
2024 210,000
2025
215,000
2026
220,000
2027
225,000
2028
230,000
2029
235,000
2030
240,000
2031
245,000
2032
250,000
2033
255,000
3034
260,000
3035
265,000
3036
270,000
3037
275,000
3038
285,000
3039
290,000
2040
295,000
2041
300,000
2042 305,000
TOTAL $5,075,000
Prior to the Maturity Date or the earlier payment in full of this Bond, payments of
principal of and interest on this Bond will be payable without presentation and surrender hereof.
This Bond is issued to finance the Series 2021 Project under the authority of and in full
compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter
166, Part II, Florida Statutes, and other applicable provisions of law, and Resolution No. 2022-6 duly
adopted by the City Council of the Issuer on December 13, 2021, which supplements the Original
Resolution (collectively, the "Resolution'), and is subject to all the terms and conditions of such
Resolution. All capitalized undefined terms used herein shall have the meaning set forth in the
Resolution.
This Bond and the interest thereon are payable solely from and secured by a prior lien upon
and pledge of the net revenues derived by the Issuer from the operation of the combined water and
sewer system of the Issuer (together with any and all improvements, extensions and additions
thereto hereafter constructed or acquired, together with all lands or interests therein, including
plants, buildings, machinery, franchises, pipes, mains, fixtures, equipment and all property, real or
personal, tangible or intangible, now or hereafter owned or used in connection therewith, the
"System"), on a parity with the lien thereon in favor of the holders of the outstanding Water and
Sewer Refunding Revenue Bonds (Bank Qualified), Series 2015 and Water and Sewer Refunding and
Improvement Revenue Bonds, Series 2016 previously issued by the Issuer pursuant to the Original
Resolution. This Bond does not constitute an indebtedness of the Issuer, within the meaning of any
constitutional or statutory provision or limitation.
2
It is expressly agreed by the holder of this Bond that such holder shall never have the right
to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on
this Bond or for the making of any sinking fund or other payment specified in the Resolution. This
Bond and the indebtedness evidenced thereby shall not constitute alien upon any other property of
or in the Issuer, but shall constitute a lien only upon the net revenues of the System, in the manner
and to the extent provided in the Resolution.
Upon an Event of Default, the Bond Rate shall be increased to the Default Rate.
If an Event of Taxability occurs then (i) interest on this Bond shall be computed by
multiplying the portion of the outstanding principal amount of this Bond by the Taxable Rate (on
the basis of a 360-day year comprised of twelve 30-day months), and the debt service schedule
shall be deemed to be automatically amended to reflect such re -calculation, and (ii) the Issuer
shall pay to the Registered Owner hereof as a gross -up amount (the "Gross -Up Amount") (i) an
amount equal to the difference of (A) the amount of interest that would have been paid to the
Registered Owner hereof during the period of which such interest is included in the gross income
of the Lender if this Bond had borne interest at the Taxable Rate, beginning on the Taxable Date
through the date of payment of such Gross -Up Amount (the "Gross -Up Period"), and (B) the
corresponding amount of interest on this Bond actually paid to the Lender during the Gross -Up
Period, and (ii) to the extent permitted by applicable law, an amount equal to any interest,
penalties or charges owed by the Registered Owner hereof as a result of the interest on this Bond
becoming included in the gross income of the Registered Owner hereof, together with all
attorneys' fees, court costs, or other "out-of-pocket" costs incurred by the Registered Owner
hereof in connection therewith.
An "Event of Taxability" means any action or inaction of the Issuer that results in or gives
rise to (i) the receipt of notice in any form from the Internal Revenue Service or a ruling of a court
of competent jurisdiction that the Registered Owner (or any prior Registered Owner) may not
exclude the interest paid or payable on this Bond from gross income for federal income tax
purposes or (ii) the receipt by the Registered Owner of a written opinion of nationally recognized
bond counsel selected by the Issuer and approved by the Lender to the effect that interest paid or
payable on this Bond is not excludable from the gross income of the Registered Owner (or any
prior Registered Owner) for federal income tax purposes. "Taxable Rate" means the Bond
Rate/(1.00-Maximum Federal Corporate Tax Rate). "Maximum Federal Corporate Tax Rate"
means, for any day, the maximum rate of income taxation imposed on corporation pursuant to
section 11(b) of the Internal Revenue Code of 1986, as amended (the "Code"), as in effect as of
such day (or, if as a result of a change in the Code, the rate of income taxation imposed on
corporations generally shall not be applicable to the holder hereof, the maximum statutory rate
of federal income taxation which could apply to the Lender as of such day), expressed as a
decimal. "Taxable Date" means the date on which the interest on this Bond is first includable in
gross income of the Registered Owner hereof as a result of an Event of Taxability as such date is
established by the Commissioner, any other officer or representative of the Internal Revenue
Service, (or any other governmental official or agent exercising the same or a substantially similar
3
function from time to time), court of competent jurisdiction or an opinion of nationally recognized
bond counsel, which date may be as early as the Dated Date of this Bond.
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 Code
shall have expired.
The Registered Owner hereof may sell, transfer or otherwise assign its rights and obligations .
under this Bond in whole only, without the consent of the Issuer, to (i) an affiliate of the Registered
Owner hereof or (ii) any bank, trust company, savings institution or insurance company that is
engaged as a regular part of its business in making loans in the State of Florida that is an
"Accredited Investor" (as defined in Regulation D under the Securities Act of 1933, as amended)
or a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as
amended) as contemplated by Section 517.061(7), Florida Statutes. This Bond may be transferred
only upon the books of the Issuer kept by the Bond Registrar upon surrender hereof, at the office of
the Bond Registrar with an assignment duly executed by the Registered Owner or his duly
authorized attorney and delivery of a Lender's Certificate substantially in the form attached as
Exhibit A to the Resolution, but only in the manner, subject to the limitations and upon payment of
a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in
connection with any such transfer, as provided in the Resolution. Upon any such transfer, there
shall be executed in the name of the transferee, and the Bond Registrar shall deliver, a new registered
bond or bonds of authorized denominations and in the same aggregate principal amount, series,
maturity and interest rate as this bond.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond exist, have happened and
have been performed in regular and due form and time as required by the Statutes and Constitution
of the State of Florida applicable thereto; and that the issuance of this Bond and of the issue of bonds
of which this Bond is one, does not violate any constitutional or statutory limitation.
Prior to September 1, 2032, this Bond is not subject to prepayment. On and after
September 1, 2032, this Bond is subject to prepayment prior to its maturity at the option of the
Issuer in whole on any date at a price equal to par plus interest accrued thereon through the date
of prepayment. Further, on and after September 1, 2032, this Bond is subject to prepayment prior
to its maturity at the option of the Issuer in part one-time per calendar year in a minimum amount
of $250,000 on any March 1 or September 1 at a price equal to par plus interest accrued thereon
through the date of prepayment. For any prepayment in part, the partial prepayment shall be
applied pro rata across all remaining principal payments for this Bond.
Notice of such prepayment shall be given in the manner and to the extent required by the
Resolution.
4
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the certificate of authentication hereon shall have been
executed by the Bond Registrar.
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 the Dated
Date identified aboi �GRES_TV ���
°QP FI CITY OF CRESTVIEW, FLORIDA
Z
• •• u jo
(SEALS v $ l� v ,� •
I O ��►'a�` By�%/
,'••'��q ��p`,••` AYor
ATTESTED AND COUNTERSIGNED:
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This Bond is the bond described in the Resolution.
CITY CLERK OF THE CITY OF CRESTVIEW,
FLORIDA, as Bond Registrar
By:
Ci y C >rk
Date of Authentication: December 17, 2021 ���'►GRrGSTV/F�•,��
to
o Q�
AN4�`��w,,`
5
The following abbreviations, when used in the inscription on the face of the within
bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -as tenants in JT TEN - as joint tenants
common with right of survivorship
and not as tenants in
TEN ENT -as tenants by the common
entireties
UNIF GIF/TRANS MIN ACT -
(Cust.)
Custodian for
(Minor)
under Uniform Gifts/Transfers to
Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to
(PLEASE INSERT NAME, ADDRESS
AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) the within bond
and does hereby irrevocably constitute and appoint as his
agent to transfer the bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name of the Registered Owner
as it appears upon the face of the within bond in
every particular, without alteration or enlargement or
change whatever.
0
CLOSING CERTIFICATE OF CITY
We, the undersigned officers for the City of Crestview, Florida (the "City"), do hereby certify,
in connection with the execution and delivery of the obligations of the City (the 'Bond") described
below:
$5,075,000 City of Crestview, Florida, Water and Sewer Revenue Bond, Series 2021,
dated December 17, 2021, bearing interest at 2.09% annually and maturing on
September 1, 2042.
being issued on the date hereof pursuant to Resolution 16-05 adopted by the City Council of the City
(the "City Council") on November 30, 2015, as supplemented and amended, and as particularly
supplemented by Resolution No. 2022-6 adopted by the City Council on December 13, 2021, as
follows:
1. Terms not otherwise defined herein shall have the meanings ascribed to them by the
Resolution.
2. The names of the members of the City Council set forth below, and the dates of
commencement and expiration of their respective terms of office, are as follows:
Members
Term Began
Term Ends
Shannon Hayes
04/01/2021
03/30/2025
Joe Blocker
04/01/2021
03/30/2025
Andrew Rencich
04/01/2019
03/30/2023
Cynthia Brown
04/01/2019
03/30/2023
Douglas Capps
04/12/2021
11/30/2022
3. J.B. Whitten is the current duly elected Mayor of the Issuer. He began his current
term of office as Mayor in April 1, 2019 for a period of 4 years.
4. Maryanne Schrader is the duly appointed, qualified and acting City Clerk of the
City and serves as the pleasure of the City Council.
5. All of the above persons have duly filed their oaths of office and/or bonds or
undertakings in the amount and/or manner required by law.
6. None of the proceedings or authority for the issuance of the Bond have been
repealed, revoked or rescinded. Furthermore, the City is not in breach of any of the covenants and
obligations in the Resolution, and all payments required to be made into the funds and accounts
provided therein have been made to the full extent required.
1
7. There is no litigation pending or, to our knowledge, threatened, in any court or
administrative agency (a) to prohibit, restrain or enjoin the sale, execution or delivery of the Bond,
or the payment, collection or application of the proceeds of the Net Revenues pledged to the
payment of the principal of and interest on the Bond, or relating to the pledge thereof, or any other
source of payment of the principal of and interest on the Bond, as provided in the Resolution; or (b)
in any way contesting or affecting any authority for or the validity of the Bond, the Resolution or the
pledge of the Net Revenues; or (c) the execution, delivery and due performance of the Bond and the
Resolution; or (d) contesting or affecting the powers of the City or the City Council; any authority of
the City to impose, collect and enforce the collection of the Net Revenues; the issuance of the Bond; .
or the corporate existence of the City, or the titles of the present officers of the City, or any of them,
to their respective offices; or (e) which may result in any material adverse change in the business,
properties, assets or financial condition of the City.
8. The representations and covenants of the City contained in the Resolution are true
and correct in all material respects, and the City is in compliance with the same as of the date hereof.
9. The Bonds are properly executed by the signatures of the undersigned Mayor and
City Clerk.
10. At the date of the signing of the Bond, and on this date, the undersigned Mayor and
City Clerk were and are the duly chosen, qualified and acting officers authorized to execute the
Bonds as indicated by the official titles opposite their signatures hereunder.
11. The seal impressed upon this certificate is the legally adopted, proper and only
official seal of the City; and such seal has been impressed upon the Bonds.
12. On the date of delivery of the Bond, the undersigned City Clerk received $5,075,000,
full payment for the Bonds as set forth in the Closing Memorandum.
13. In accordance with the provisions of Section 215.84(3), Florida Statutes, the
undersigned officials of the City of Crestview, Florida, do hereby certify that as of the date hereof,
the rate of interest on the Bond described above of 2.09% does not exceed an average net interest
cost rate, computed by adding 300 basis points to The Bond Buyer "20 Bond Index" published
immediately preceding the first day of the calendar month in which the Bond was sold.
[Remainder of page intentionally left blank]
2
14. The Net Revenues have not been pledged in whole or in part, directly or indirectly,
for the benefit of any outstanding obligations previously issued by the City.
WITNESS our hands and such corporate seal this 17th day of December, 2021.
Sisnature Official Title
•t Mayor, City of Crestview, Florida
. Whitten
City Clerk, City of Crestview, Florida
M rya Schrader
Gina Toussaint
••%Y6N#0000,
•.•• GREgTV 0.
(SEAL)
.4 0 ORAq ,O,
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r• cam.<�
Finance Director, City of Crestview, Florida
3
14. The Net Revenues have not been pledged in whole or in part, directly or indirectly,
for the benefit of any outstanding obligations previously issued by the City.
WITNESS our hands and such corporate seal this 17th day of December, 2021.
Sigpature Official Title
Mayor, City of Crestview, Florida
. Whitten y
j� City Clerk, City of Crestview, Florida
jMaan e hrader
Finance Director, City of Crestview, Florida
Gina Toussaint
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$5,075,000
City of Crestview, Florida
Water and Sewer Revenue Bonds
Series 2021
TAX CERTIFICATE AS TO ARBITRAGE AND
THE PROVISIONS OF SECTIONS 141-150 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
In connection with the issuance of the $5,075,000 City of Crestview, Florida Water and
Sewer Revenue Bonds, Series 2021 (the "Series 2021 Bonds"), the City of Crestview, Florida (the
"City") makes and enters into the following Tax Certificate as to Arbitrage and the Provisions of
Sections 141-150 of the Internal Revenue Code of 1986, as amended (the "Code").
The City acknowledges that the opinion of Bond Counsel regarding the exclusion of
interest on the Series 2021 Bonds from gross income under Sections 103(a) and Sections 141-150
of the Code is rendered in reliance upon the representations and statements of fact and
expectations contained herein and assumes the City's continued compliance with the provisions
of this Certificate.
1. The Series 2021 Bonds are being issued pursuant to the Constitution and laws of
the State of Florida, including Chapter 166, Part II, Florida Statutes, and other applicable
provisions of law, and Resolution 16-05 adopted by the City Council on November 30, 2015, as
supplemented and amended, and as particularly supplemented by Resolution No. 2022-6
adopted by the City Council on December 13, 2021 (collectively, the "Resolution") to provide for
the deposit of the proceeds of the Series 2021 Bonds and other legally available moneys of the
City to various funds and accounts established pursuant to the Resolution for the following
purposes:
(a) to finance the acquisition costs for certain improvements to the System
consisting primarily of the Issuer's Wastewater Solids Handling Upgrade Project and such
other improvements to the System as may be lawful under the laws of the State of Florida
(the "Series 2021 Project"); and
(b) to pay the costs of issuing the Series 2021 Bonds (the "Issuance Expenses")
Unless otherwise specifically defined, all capitalized terms used in this Certificate shall
have the meanings as those set forth in the Resolution or in Sections 1.148-1 through 1.148-10 and
Section 1.150-1 of the Income Tax Regulations (the "Regulations").
2. On the basis of the facts, estimates and circumstances in existence on the date
hereof, we reasonably expect the following with respect to the Series 2021 Bonds being issued this
day and as to the use of the proceeds thereof:
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(a) Proceeds in the amount of $5,075,000.00 (the "Sale Proceeds") derived by
the City from the sale of -the Series 2021 Bonds to Pinnacle Public Finance, Inc. (the
"Original Purchaser") are expected to be needed and fully expended as follows:
(i) $53,800.00 of said proceeds will be used to pay Issuance
Expenses; and
(ii) $5,021,200.00 of said proceeds will be transferred to the Series
2021 Bonds Acquisition Fund and will be used to finance the cost of the acquisition
of the Series 2021 Project.
(b) The total proceeds to be received from the sale of the Series 2021A Bonds,
together with the investment earnings thereof, in any, do not exceed the total of the
amount necessary for the purposes described above.
(c) The City does not expect to sell or otherwise dispose of any property
comprising a part of the Series 2021 Project prior to the final maturity date of the Series
2021 Bonds, except such minor parts or portions as may be disposed of due to normal
wear, obsolescence or depreciation in the ordinary course of business.
3. Binding contracts or commitments obligating the expenditure of not less than 5
percent of the Sale Proceeds toward the cost of the Series 2021 Project will be entered into by the
City within 6 months of the date hereof. Work on the acquisition and construction of the Series
2021 Project and the allocation of the Sale Proceeds to the costs of the Series 2021 Project will
proceed with due diligence. It is expected that the Series 2021 Project will be completed and at
least 85 percent of the Sale Proceeds will be allocated to Series 2021 Project expenditures within
three years of the date hereof. Not more than 50% of the proceeds of the Series 2021 Bonds will
be invested in obligations having a substantially guaranteed yield for a period of 4 years or more.
4. On a monthly basis, the City will transfer Net Revenues from the Revenue Fund
to the Sinking Fund to provide for the payment of debt service on the Series 2021 Bonds, The
Sinking Fund (and the subaccounts therein other than the Reserve Account) and the portion of
the Revenue Fund allocated to pay debt service on the Series 2021 Bonds will be used primarily
to achieve a proper matching of Net Revenues and debt service on the Series 2021 Bonds within
each bond year, and amounts deposited in such fund will be depleted at least once a year except
for a reasonable carryover amount not to exceed the greater of (A) the earnings on such fund for
the immediately preceding bond year, or (B) one twelfth of the debt service on the Series 2021
Bonds for the immediately preceding bond year.
5. The Series 2021 Bonds shall not be secured by the Reserve Account. Other than
the Sinking Fund (and the subaccounts therein other than the Reserve Account) and the portion
of the Revenue Fund allocated to pay debt service on the Series 2021 Bonds, there are no funds or
accounts established pursuant to the Resolution or otherwise that are reasonably expected to be
used to pay debt service on the Series 2021 Bonds, or which are pledged as collateral for the Series
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2021 Bonds (or subject to a negative pledge) and for which there is a reasonable assurance on the
part of the Series 2021 Bondholders that amounts therein will be available to pay debt service on
the Series 2021 Bonds if the City encounters financial difficulties. Amounts, if any, deposited in
the Renewal, Replacement and Improvement Fund and the Operation and Maintenance Fund are
not reasonably expected to be used to pay debt service on the Series 2021 Bonds, and no
reasonable assurance exists that any such amounts will be available to pay debt service on the
Series 2021 Bond if the City encounters financial difficulties.
6. The following represents the expectations of the City with respect to the
investment of funds on deposit in the aforementioned funds and accounts:
(a) Proceeds derived from the sale of the Series 2021 Bonds to be applied to
pay Issuance Expenses may be invested at an unrestricted yield for a period not to exceed
three years from the date hereof, although it is reasonably expected that all such amounts
will be spent within 90 days of the date hereof.
(b) Sale Proceeds deposited in the Series 2021 Bond Acquisition Fund to pay
Series 2021 Project costs may be invested at an unrestricted yield for a period not to exceed
three years from the date hereof.
(c) Investment earnings on obligations acquired with amounts described in
subparagraph (a) above may be invested at an unrestricted yield for a period of one year
from the date of receipt. Investment earnings on obligations acquired with amounts
described in subparagraph (b) above may be invested at an unrestricted yield for a period
of three years from the date hereof or one year from the date of receipt, whichever period
is longer.
(d) Amounts described in subparagraphs (a) through (c) that may not be
invested at an unrestricted yield may be invested at an unrestricted yield to the extent
such amounts do not exceed $100,000 (the "Minor Portion").
(e) Amounts described in subparagraphs (a) through (d) that may not be
invested at an unrestricted yield pursuant to the provisions of such subparagraph shall be
invested at a yield not in excess of the yield of the Series 2021 Bonds plus 1/8 of one
percentage point or invested in tax-exempt obligations under Section 103(a) of the Code
the interest on which is not an item of preference within the meaning of Section 57(a)(5)
of the Code.
(f) Amounts deposited in the Sinking Fund (and the subaccounts therein other
than the Reserve Account) and the portion of the Revenue Fund allocated to the payment
of debt service on the Series 2021 Bonds may be invested at an unrestricted yield for a
period of 13 months from the date of original deposit of such amounts to such funds.
Investment earnings on such amounts which are retained in such accounts may be
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invested at an unrestricted yield for a period of 13 months from the date of receipt of the
amount earned.
(g) Amounts described in subparagraph (f) that may not be invested at an
unrestricted yield pursuant to such subparagraph may be invested at an unrestricted yield
to the extent such amounts do not exceed the Minor Portion reduced by the amounts
described in subparagraph (d) that are invested at a yield in excess of the yield on the
Series 2021 Bonds.
(h) Amounts described in subparagraph (h) that may not be invested at an
unrestricted yield shall be invested at a yield not in excess of the yield of the Series 2021
Bonds or be invested in tax-exempt obligations under Section 103(a) of the Code the
interest on which is not an item of preference within the meaning of Section 57(a)(5) of the
Code.
To the extent that any amounts described in this Paragraph 6 are not permitted to be
invested at an unrestricted yield, the City may satisfy the applicable yield restriction by causing
the appropriate amount of yield reduction payments to be made to the United States to the extent
permitted by Section 1.148-5(c) of the Regulations.
7. For purposes of this Certificate, "yield" means that yield which when used in
computing the present worth of all payments of principal and interest to be paid on an obligation
produces an amount equal to the purchase price of such obligation. The yield on obligations
acquired with amounts described in Paragraph 6 and the yield on the Series 2021 Bonds shall be
calculated by the use of the same frequency interval of compounding interest. In the case of the
Series 2021 Bonds, the purchase price is $5,075,000.00. The purchase price of the Series 2021 Bond
and the interest rate thereon were arrived at as a result of an arm's length negotiation between
the City and the Original Purchaser. The Original Purchaser has represented to the. City in its
certificate attached as Exhibit B hereto that it is acquiring the Series 2021 Bond for its own account
and is not acting as a broker or other intermediary for the purpose of reselling the Series 2021
Bond to other investors. Any investments acquired with amounts that may not be invested at an
unrestricted yield pursuant to Paragraph 5 above or which are subject to arbitrage rebate as
described in Paragraph 12 hereof shall be purchased at prevailing market prices and shall be
limited to securities for which there is an established market, shall be United States Treasury
Obligations - State and Local Government Series, or shall be tax-exempt obligations under 103(a)
of the Code the interest on which is not an item of tax preference within the meaning of Section
57(a) (5) of the Code.
In accordance with such meaning of the term yield, the yield on the Series 2021 Bonds has
been determined to be not less than 2.0901281%, as shown in the Schedules attached as Exhibit A
hereto.
8. No portion of the proceeds of the Series 2021 Bonds will be used as a substitute for
other moneys of the City which were otherwise to be used to pay costs of the Series 2021 Project
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and which have been or will be used to acquire, directly or indirectly, obligations producing a
yield in excess of the yield on the Series 2021 Bonds.
9. The weighted average maturity of the Series 2021 Bonds does not exceed 120
percent of the reasonably expected average economic life of the assets financed with the proceeds
of the Series 2021 Bonds (within the meaning of Section 147(b) of the Code).
10. There are no other obligations of the City that (i) are being sold at substantially the
same time as the Series 2021 Bonds (within 15 days); (ii) are being sold pursuant to a common
plan of financing together with the Series 2021 Bonds; and (iii) will be paid out of substantially
the same source of funds as the Series 2021 Bonds.
11. The City has not entered into or is expected to enter into any hedging transaction
(such as an interest rate swap, cap or collar transaction) with respect to the Series 2021 Bonds.
12. The City has covenanted in the Resolution that so long as the Series 2021 Bonds
remain outstanding, the moneys on deposit in any fund or account maintained in connection with
the Series 2021 Bonds, will not be used in any manner that would cause the Series 2021 Bonds to
be "arbitrage bonds" within the meaning of Section 148 of the Code or bonds not described under
Section 103(a) of the Code and the applicable regulations promulgated from time to time
thereunder. Accordingly, the City acknowledges the guidelines and instructions in the Arbitrage
Letter of Instructions from Bond Counsel, dated the date hereof, by which the City shall, except
as otherwise provided by law, pay or cause to be paid to the United States an amount equal to
the sum of (i) the excess of the aggregate amount earned from the investment of the "Gross
Proceeds" of the Series 2021 Bonds from the date of issue over the amount that would have been
earned if such amounts had been invested at a yield equal to the yield on the Series 2021 Bonds,
plus (ii) the income or earnings attributable to the excess described in (i). See Exhibit C attached
hereto.
13. Not more than 10% of the proceeds of the Series 2021 Bonds will be used (directly
or indirectly) in a trade or business (or to finance facilities which are used in a trade or business)
carried on by any person other than a state or local governmental unit (a 'Nonexempt Person").
Not more than 5% of the proceeds of the Series 2021 Bonds will be used (directly or indirectly) in
trade or business (or to finance facilities which are used in a trade or business) carried on by any
Nonexempt Person which private business use is not related to any governmental use or is
disproportionate to governmental use, all as described in Section 141(b)(3) of the Code
("Unrelated or Disproportional Use"). For the purpose of this Paragraph, use by a Nonexempt
Person as a member of the general public shall not be taken into account.
14. The City acknowledges that in determining whether all or any portion of the Series
2021 Project are used, directly or indirectly, in the trade or business of a Nonexempt Person for
purposes of Paragraph 13 above, use of any portion of the Series 2021 Project by a Nonexempt
Person pursuant to a lease, management contract, service contract or other arrangement must be
examined. The City represents that all management and service contracts with persons who are
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not employees of the City for use of any portion of the Series 2021 Project comply with the
guidelines set forth in IRS Revenue Procedure 2017-13. The City represents that all future
management and service contracts that it may enter into with respect to the Series 2021 Project
will comply with the provisions of Revenue Procedure 2017-13 or any subsequently promulgated
revenue procedure or regulations of the Internal Revenue Service, unless the City receives an
opinion from Bond Counsel that such contract will not adversely impact the exclusion of interest
on the Series 2021 Bonds from gross income for purposes of federal income taxation.
15. The City reasonably expects that the Series 2021 Project will be owned and
operated throughout the term of the Series 2021 Bonds in a manner which complies with the
requirements set forth in Paragraph 13 above. The City will not change the ownership or use of
all or any portion of the Series 2021 Project in a manner which fails to comply with Paragraph 13
above, unless it determines that such change of ownership or use will not adversely affect the
exclusion of interest on the Series 2021 Bonds from gross income for federal income tax purposes.
16. None of the proceeds of the Series 2021 Bonds will be used (directly or indirectly)
to make or finance a loan to any person.
17. The payment of the principal of and interest on the Series 2021 Bonds is not and
will not be guaranteed directly or indirectly by the federal government within the meaning of
Section 149(b) of the Code.
18. This Certificate is, in part, to serve as a guideline in implementing the
requirements of Sections 141 to 150 of the Code. If regulations, rulings, announcements and
notices validly promulgated under the Code contain requirements which differ from those
outlined here which must be satisfied for the Series 2021 Bonds to be tax-exempt or in order to
avoid the imposition of penalties under Section 148 of the Code, pursuant to the covenants
contained in the Resolution, the City is obligated to take such steps as are necessary to comply
with such requirements. If under those pronouncements, compliance with any of the
requirements of this Certificate is not necessary to maintain the exclusion of interest on the Series
2021 Bonds from gross income and alternative minimum taxable income or to avoid the
imposition of penalties under Section 148 of the Code, the City shall not be obligated to comply
with that requirement. The City has been advised to seek the advice of competent counsel with
a nationally recognized expertise in matters affecting exclusion of interest on municipal bonds
from gross income in fulfilling its obligations under the Code to take all steps as are necessary to
maintain the tax-exempt status of the Series 2021 Bonds.
19. The City is not aware of any facts or circumstances that would cause it to question
the accuracy of the representations made by the Original Purchaser in its letter attached as Exhibit
B or the accuracy of the computations performed by the Financial Advisor attached as Exhibit A
hereto.
reel
20. To the best of my knowledge, information and belief, the above expectations are
reasonable.
IN WITNESS WHEREOF, we have hereunto set my hand this 17th day of December, 2021.
CITY OF CRESTVIEW, FLORIDA
y _
Name: Gina Toussaint
Title: Finance Director
20. To the best of my knowledge, information and belief, the above expectations are
reasonable.
IN WITNESS WHEREOF, we have hereunto set my hand this 17th day of December, 2021.
CITY OF CRESTVIEW, FLORIDA
BCZ
Name: Gina Toussaint
Title: Finance Director
EXHIBIT A
[ATTACH SCHEDULES]
EXHIBIT B
$5,075,000
City of Crestview, Florida
Water and Sewer Revenue Bonds
Series 2021
CERTIFICATE OF THE ORIGINAL PURCHASER
December 17, 2021
The undersigned, on behalf of Pinnacle Public Finance, Inc. (the "Original Purchaser"),
hereby certifies as set forth below with respect to the purchase of the above -captioned obligation
(the "Series 2021 Bonds").
1. Purchase of the Series 2021 Bonds. On the date of this certificate, the Original
Purchaser is purchasing the Series 2021 Bonds for $5,075,000.00, the aggregate stated principal
amount of the Series 2021 Bonds. The Original Purchaser is not acting as an Underwriter with
respect to the Series 2021 Bonds. The Original Purchaser has no present intention to sell, reoffer,
or otherwise dispose of the Series 2021 Bonds (or any portion of the Series 2021 Bonds or any
interest in the Series 2021 Bonds). The Original Purchaser has not contracted with any Person
pursuant to a written agreement to have such Person participate in the initial sale of the Series
2021 Bonds and the Original Purchaser has not agreed with the City pursuant to a written
agreement to sell the Series 2021 Bonds to Persons other than the Original Purchaser or a related
party to the Original Purchaser.
2. Defined Terms.
(a) City means the City of Crestview, Florida.
(b) Person means natural persons, firms, trusts, estates, associations, corporations,
partnerships, and public bodies.
(c) Public means any Person other than an Underwriter or a related party. The term
"related party" for purposes of this certificate generally means any two or more Persons who have
greater than 50 percent common ownership, directly or indirectly.
(d) Underwriter means (i) any Person that agrees pursuant to a written contract with
the City (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Series 2021 Bonds to the Public, and (ii) any Person that agrees pursuant to a
written contract directly or indirectly with a Person described in clause (i) of this paragraph to
participate in the initial sale of the Series 2021 Bonds to the Public (including a member of a selling
group or a party to a retail distribution agreement participating in the initial sale of the Series
2021 Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing
in this certificate represents the Original Purchaser's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the City with respect to certain of the representations set forth in the Tax
Certificate and with respect to compliance with the federal income tax rules affecting the Series
2021 Bonds, and by Bryant Miller Olive P.A. in connection with rendering its opinion that the
interest on the Series 2021 Bonds is excluded from gross income for federal income tax purposes,
the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice
that it may give to the City from time to time relating to the Series 2021 Bonds.
[Remainder of page intentionally left blank]
IM
above.
IN WITNESS WHEREOF, I have hereunto set our hands the day and year first written
PINNACLE PUBLIC FINANCE, INC.
[Signature Page to Certificate of Original Purchaser - Tax Certificate as to Arbitrage and the Provisions
of Sections 141-150 of the Internal Revenue Code of 1986, As Amended]
IM
Mayor and City Council
City of Crestview, Florida
EXHIBIT C
December 17, 2021
$5,075,000
City of Crestview, Florida
Water and Sewer Revenue Bonds
Series 2021
Re: Arbitrage Letter of Instructions
Ladies and Gentlemen:
This letter instructs you as to certain requirements of Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code"), with respect to the $5,075,000 City of Crestview, Florida,
Water and Sewer Revenue Bonds, Series 2021 (the "Series 2021 Bonds"). Capitalized terms used
in this letter, not otherwise defined herein, shall have the same meanings as set forth in your Tax
Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of
1986, as amended (the "Tax Certificate') executed on the date hereof.
This letter is intended to provide you with general guidance regarding compliance with
Section 148(f) of the Code. Because the requirements of the Code are subject to amplification and
clarification, you should seek supplements to this letter from time to time to reflect any additional
or different requirements of the Code. In particular, you should be aware that regulations
implementing the rebate requirements of Section 148(f) (the 'Regulations") have been issued by
the United States Treasury Department. This complex set of regulations will, by necessity, be
subject to continuing interpretation and clarification through future rulings or other
announcements of the United States Treasury Department. You should seek further advice of
Bond Counsel as to the effect of any such future interpretations before the computation and
payment of any arbitrage rebate.
For the purposes of this Letter, (i) any instructions relating to a fund or account shall be
deemed to apply only to the portion of such fund or account allocable to the Series 2021 Bonds
and (ii) any reference to "the date hereof" shall be deemed to mean December 17, 2021.
Section 1. Tax Covenants. Pursuant to the Resolution (as defined in the Tax Certificate),
the City (collectively, the "City") has made certain covenants designed to assure that interest with
respect to the Series 2021 Bonds is and shall remain excluded from gross income for federal
income tax purposes. The City has agreed, and by this Letter does hereby covenant, .that it will
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not directly or indirectly use or permit the use of any proceeds of the Series 2021 Bonds or any
other funds or take or omit to take any action that would cause the Series 2021 Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code and that would cause interest on
the Series 2021 Bonds to be included in gross income for federal income tax purposes under the
provisions of the Code. You have further agreed by this letter to comply with all other
requirements as shall be determined by Bond Counsel (as hereinafter defined) to be necessary or
appropriate to assure that interest on the Series 2021 Bonds will be excluded from gross income
for federal income tax purposes. To that end, the City will comply with all requirements of
Section 148 of the Code to the extent applicable to the Series 2021 Bonds. In particular, the City
agrees to cause the proceeds of the Series 2021 Bonds to be invested in a mariner which is
consistent with the expectations described in Paragraph 6 of the Tax Certificate. In the event that
at any time the City is of the opinion that for purposes of this Section 1 it is necessary to restrict
or to limit the yield on the investment of any moneys held by the City, the City shall take such
action as may be necessary.
Section 2. Definitions. Unless the context otherwise requires, in addition to the use of the
terms defined in the Tax Certificate, the following capitalized terms have the following meanings:
"Bond Counsel" shall mean Bryant Miller Olive P.A. or other nationally recognized bond
counsel.
"Bond Year" shall mean the one year period that ends at the close of business on the day
in the calendar year that is selected by the City. The first and last bond years may be short periods.
"Bond Yield" shall mean that discount rate that, when used in computing the present value
on the Delivery Date of all unconditionally payable payments of principal, interest, and
retirement price payments paid and to be paid on the Series 2021 Bonds, produces an amount
equal to the present value on the Delivery Date, using the same discount rate, of the aggregate
Issue Price of the Series 2021 Bonds. Yield is computed under the Economic Accrual Method
using any consistently applied compounding interval of not more than one year. Short first and
last compounding intervals may be used. Other reasonable, standard financial conventions, such
as the 30 days per month/360 days per year convention, may be used in computing yield but must
be consistently applied. The yield on the Series 2021 Bonds, computed by the Financial Advisor
in this manner, is 2.0901281%.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
Treasury Regulations promulgated thereunder.
"Computation Date" shall mean any date selected by the City as a computation date
pursuant to Section 1.148-3(e) of the Regulations, and the Final Computation Date.
"Computation Credit Amount" means an amount, as of each Computation Credit Date,
equal to the amount specified in Section 1.148-3(d)(1)(iv) of the Regulations.
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"Computation Credit Date" means the last day of each Bond Year during which there are
amounts allocated to Gross Proceeds of the Series 2021 Bonds that are subject to the rebate
requirement of Section 148(f) of the Code, and the Final Computation Date.
"Delivery Date" shall mean December 17, 2021.
"Economic Accrual Method" shall mean the method of computing yield that is based on
the compounding of interest at the end of each compounding period (also known as the constant
interest method or the actuarial method).
"Final Computation Date" shall mean the date that the last bond that is part of the Series
2021 Bonds is discharged.
"Gross Proceeds" shall mean with respect to the Series 2021 Bonds, any proceeds of the
Series 2021 Bonds and any funds (other than the proceeds of the Series 2021 Bonds) that are a part
of a reserve or replacement fund for the issue, which amounts include amounts which are (A)
actually or constructively received by the City from the sale of the Series 2021 Bonds (other than
amounts used to pay Accrued Interest on the Series 2021 Bonds as set forth in the Tax Certificate);
(B) treated as transferred proceeds (as defined in Section 1.148-9(b) of the Regulations); (C) treated
as Replacement Proceeds under Section 1.148-1(c) of the Regulations; (D) invested in a reasonably
required reserve or replacement fund (as defined in Section 1.148-2(f) of the Regulations); (E)
pledged by the City as security for payment of debt service on the Series 2021 Bonds; (F) received
with respect to obligations acquired with proceeds of the Series 2021 Bonds; (G) used to pay debt
service on the Series 2021 Bonds; and (H) otherwise received as a result of investing any proceeds
of the Series 2021 Bonds. The determination of whether an amount is included within this
definition shall be made without regard to whether the amount is credited to any fund or account
established under the Resolution or (except in the case of an amount described in (E) above)
whether the amount is subject to the pledge of such instrument.
"Guaranteed Investment Contract" means any Nonpurpose Investment that has
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate, and also includes any agreement to supply investments on two or more future dates
(e.g., a forward supply contract).
"Installment Payment Date" shall mean a Computation Date that is not later than 5 years
after the Delivery Date and subsequent Computation Dates which occur no later than 5 years
after the immediately preceding Installment Payment Date.
"Investment Property" shall mean any security or obligation, any annuity contract or other
investment -type property within the meaning of Section 148(b)(2) of the Code. The term
Investment Property shall not include any obligation the interest on which is excluded from gross
income (other than a Specified Private Activity Bond within the meaning of Section 57(a)(5)(C) of
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the Code) and shall not include an obligation that is a one -day certificate of indebtedness issued .
by the United States Treasury pursuant to the Demand Deposit State and Local Government
Series Program described in 31 CFR, part 344.
"Issue Price" shall mean, with respect to the Series 2021 Bonds, $5,075,000.00.
"Issue Yield" shall mean the Bond Yield unless the Series 2021 Bonds are described in
Section 1.148-4(b)(3) or (4) of the Regulations, in which case, the Issue Yield shall be the Bond
Yield as recomputed in accordance with such provisions of the Regulations.
"Nonpurpose Investment" shall mean any Investment Property in which Gross Proceeds
are invested, other than any Purpose Investment as defined in Section 1.148-1(b) of the
Regulations. For purposes of this Letter, Investment Property acquired with revenues deposited
in the Sinking Fund (other than the Reserve Account therein) and the Revenue Fund to be used
to pay debt service on the Series 2021 Bonds within 13 months of the date of deposit therein shall
be disregarded.
"Nonpurpose Payment" shall, with respect to a Nonpurpose Investment allocated to the
Series 2021 Bonds, include the following: (1) the amount actually or constructively paid to acquire
the Nonpurpose Investment; (2) the Value of an investment not acquired with Gross Proceeds on
the date such investment is allocated to the Series 2021 Bonds, and (3) any yield. reduction
payment to the United States Government pursuant to Section 1.148-5(c) of the Regulations. In
addition, the Computation Credit Amount shall be treated as a Nonpurpose Payment with
respect to the Series 2021 Bonds on each Computation Credit Date.
"Nonpurpose Receipt" shall mean any receipt or payment with respect to a Nonpurpose
Investment allocated to the Series 2021 Bonds. For this purpose the term "receipt" means any
amount actually or constructively received with respect to the investment. In the event a
Nonpurpose Investment ceases to be allocated to the Series 2021 Bonds other than by reason of a
sale or retirement, such Nonpurpose Investment shall be treated as if sold on the date of such
cessation for its Value. In addition, the Value of each Nonpurpose Investment at the close of
business on each Computation Date shall be taken into account as a Nonpurpose Receipt as of
such date, and each refund of Rebatable Arbitrage pursuant to Section 1.148-3(i) of the
Regulations shall be treated as a Nonpurpose Receipt.
"Rebatable Arbitrage' shall mean as of any Computation Date the excess of the future
value of all Nonpurpose Receipts with respect to the Series 2021 Bonds over the future value of
all Nonpurpose Payments with respect to the Series 2021 Bonds. The future value of a .
Nonpurpose Payment or a Nonpurpose Receipt as of any Computation Date is determined using
the Economic Accrual Method and equals the value of that payment or receipt when it is paid or
received (or treated as paid or received), plus interest assumed to be earned and compounded
over the period at a rate equal to the Issue Yield, using the same compounding interval and
financial conventions used in computing that yield.
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"Retirement Price" shall mean, with respect to a bond, the amount paid in connection with
the retirement or redemption of the bond.
"Value" means value as determined under Section 1.148-5(d) of the Regulations for
investments.
Section 3. Rebate Requirement.
(a) Pursuant to this Letter there shall be established a fund separate from any
other fund established and maintained under the Resolution designated the Rebate Fund
(the 'Rebate Fund"). The City shall administer or cause to be administered the Rebate
Fund and invest any amounts held therein in Nonpurpose Investments. Amounts
deposited pursuant to the instructions contained in this letter shall not be transferred from
the Rebate Fund except as provided in this Section 3.
(b) Unless one or more of the Spending Exceptions to Rebate described in
Appendix I to this letter are applicable to all or a portion of the Gross Proceeds of the
Series 2021 Bonds, the City specifically covenants that it will pay or cause to be paid to the
United States Government the following amounts:
(1) No later than the 60th day after each Installment Payment Date, an
amount which, when added to the future value of all previous rebate payments
made with respect to the Series 2021 Bonds, equals at least 90 percent of the
Rebatable Arbitrage calculated as of each such Installment Payment Date; and
(2) No later than the 60th day after the Final Computation Date, an
amount which, when added to the future value of all previous rebate payments
made with respect to the Series 2021 Bonds, equals 100 percent of the Rebatable
Arbitrage as of the Final Computation Date.
(c) Any payment of Rebatable Arbitrage made within the 60-day period
described in Section 3(b)(1) and (2) above may be treated as paid on the Installment
Payment Date or Final Computation Date to which it relates.
(d) On or before the 55th day following each Installment Payment Date and
the Final Computation Date, the City shall determine the amount of Rebatable Arbitrage
to be paid to the United States Government as required by Section 3(b) of this Letter. Upon
making this determination, the City shall take the following actions:
(1) If the amount of Rebatable Arbitrage is calculated to be positive,
deposit the required amount of Rebatable Arbitrage to the Rebate Fund;
C-5
(2) If the amount of Rebatable Arbitrage is calculated to be negative
and money is being held in the Rebate Fund, transfer from the Rebate Fund the
amount on deposit in such fund; and
(3) On or before the 60th day following the Installment Payment Date
or Final Computation Date, pay the amount described in Section 3(b) of this Letter
to the United States Government at the Internal Revenue Service Center, Ogden,
Utah 84201. Payment shall be accompanied by Form 8038-T. A rebate payment is
paid when it is filed with the Internal Revenue Service at the above location.
(e) The City shall keep proper books of record and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the money related to the Series 2021 Bonds,
including money derived from, pledged to, or to be used to make payments on the Series
2021 Bonds. Such records shall specify the account or fund to which each investment (or
portion thereof) held by the City is to be allocated and shall set forth, in the case of each
investment security, (a) its purchase price; (b) nominal rate of interest; (c) the amount of
accrued interest purchased (included in the purchase price); (d) the par or face amount;
(e) maturity date; (f) the amount of original issue discount or premium (if any); (g) the
type of Investment Property; (h) the frequency of periodic payments; (i) the period of
compounding; (j) the yield to maturity; (k) date of disposition; (1) amount realized on
disposition (including accrued interest); and (m) market price data sufficient to establish
the fair market value of any Nonpurpose investment as of any Computation Date, and as
of the date such Nonpurpose Investment becomes allocable to, or ceases to be allocable
to, Gross Proceeds of the Series 2021 Bonds.
Section 4. Prohibited Investments and Dispositions.
(a) No Investment Property shall be acquired with Gross Proceeds for an
amount (including transaction costs) in excess of the fair market value of such Investment
Property. No Investment Property shall be sold or otherwise disposed of for an amount
(including transaction costs) less than the fair market value of the Investment Property.
(b) For purposes of subsection 4(a), the fair market value of any Investment
Property for which there is an established market shall be determined as provided in
subsection 4(c). Except as otherwise provided in subsections 4(e) and (f), any market
especially established to provide Investment Property to an issuer of governmental
obligations shall not be treated as an established market.
(c) The fair market value of any Investment Property for which there is an
established market is the price at which a willing buyer would purchase the investment
from a willing seller in a bona fide, arm's-length transaction. Fair market value is
generally determined on the date on which a contract to purchase or sell the Investment
C-6
Property becomes binding (i.e., the trade date rather than the settlement date). If a United
States Treasury obligation is acquired directly from or disposed of directly to the United
States Treasury, such acquisition or disposition shall be treated as establishing a market
for the obligation and as establishing the fair market value of the obligation.
(d) Except to the extent provided in subsections (e) and (0, any Investment
Property for which there is not an established market shall be rebuttably presumed to be
acquired or disposed of for a price that is not equal to its fair market value.
(e) In the case of a certificate of deposit that has a fixed interest rate, a fixed
payment schedule, and a substantial penalty for early withdrawal, the purchase price of
such a certificate of deposit is treated as its fair market value on its purchase date if the
yield on the certificate of deposit is not less than (1) the yield on reasonably comparable
direct obligations of the United States; and (2) the highest yield that is published or posted
by the provider to be currently available from the provider on reasonably comparable
certificates of deposit offered to the public.
(f) The purchase price of a Guaranteed Investment Contract is treated as its
fair market value on the purchase date if the City complies with the competitive bidding
procedures set forth in Section 1.148-5(d)(6)(iii) of the Regulations.
Section 5. Accountirig for Gross Proceeds. In order to perform the calculations required
by the Code and the Regulations, it is necessary to track the investment and expenditure of all
Gross Proceeds. To that end, the City must adopt a reasonable and consistently applied method
of accounting for all Gross Proceeds.
Section 6. Administrative Costs of Investments.
(a) Except as otherwise provided in this Section, an allocation of Gross
Proceeds of the Series 2021 Bonds to a payment or receipt on a Nonpurpose Investment is
not adjusted to take into account any costs or expenses paid, directly or indirectly, to
purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus,
administrative costs generally do not increase the payments for, or reduce the receipts
from, Nonpurpose Investments.
(b) In determining payments and receipts on Nonpurpose Investments,
Qualified Administrative Costs are taken into account by increasing payments for, or
reducing the receipts from, the Nonpurpose Investments. Qualified Administrative Costs
are reasonable, direct administrative costs, other than carrying costs, such as separately
stated brokerage or selling commissions, but not legal and accounting fees,
recordkeeping, custody, and similar costs. General overhead costs and similar indirect
costs of the City such as employee salaries and office expenses and costs associated with
computing Rebatable Arbitrage are not Qualified Administrative Costs.
C-7
(c) Qualified Administrative Costs include all reasonable administrative costs,
without regard to the limitation on indirect costs stated in subsection (b) above, incurred
by:
(i) A publicly offered regulated investment company (as defined in
Section 67(c)(2)(B) of the Code); and
(ii) A commingled fund in which the City and any related parties do
not own more than 10 percent of the beneficial interest in the fund.
(d) For a Guaranteed Investment Contract, a broker's commission paid on
behalf of either the City or the provider is not a Qualified Administrative Cost to the extent
that the commission exceeds the amount set forth in Section 1.148-5(e)(iii) of the
Regulations.
Section 7. Records; Bond Counsel Opinion.
(a) The City shall retain all records with respect to the calculations and
instructions required by this Letter for at least 3 years after the date on which the last of
the principal of and interest on the Series 2021 Bonds has been paid, whether upon
maturity, redemption or acceleration thereof.
(b) Notwithstanding any provisions of this Letter, if the City shall be provided
an opinion of Bond Counsel that any specified action required under this Letter is no
longer required or that some further or different action is required to maintain or assure
the exclusion from federal gross income of interest with respect to the Series 2021 Bonds,
the City may conclusively rely on such opinion in complying with the requirements of
this Letter.
Section 8. Survival of Defeasance. Notwithstanding anything in this Letter to the
contrary, the obligation of the City to remit the Rebate Requirement to the United States
Department of the Treasury and to comply with all other requirements contained in this Letter
must survive the defeasance or payment of the Series 2021 Bonds.
Very truly yours,
BRYANT MILLER OLIVE P.A.
Acknowledgement and Assignment of Rebate Expert. The City acknowledges that it has
reviewed the foregoing Arbitrage Letter of Instructions of Bond Counsel and understands the
arbitrage rebate requirement described therein. In order to effectuate compliance with federal
tax laws, the City has determined to undertake its arbitrage compliance as follows:
❑ The City has initially retained or intends to retain the firm of Integrity Public
Finance Consulting LLC as Rebate Expert with respect to the Series 2021 Bonds.
❑ The City has initially retained or intends to retain the firm
of as Rebate Expert with respect to the Series 2021 Bonds.
5�
/ The City has decided not to designate a Rebate Expert with respect to the Series
2021 Bonds at this time and, as a result, undertakes and assumes full responsibility for arbitrage
compliance and acknowledges that Bond Counsel has no such responsibility (unless later
engaged in writing for such purpose).
CITY OF CRESTVIEW, FLORIDA
;�L-
t
Gina Toussaint, Finance Director
Dated: December 17, 2021
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Section 8. Survival of Defeasance. Notwithstanding anything in this Letter to the
contrary, the obligation of the City to remit the Rebate Requirement to the United States
Department of the Treasury and to comply with all other requirements contained in this Letter
must survive the defeasance or payment of the Series 2021 Bonds.
Very truly yours,
BRYANT MILLER OLIVE P.A.
Acknowledgement and Assignment of Rebate Expert. The City acknowledges that it has
reviewed the foregoing Arbitrage Letter of Instructions of Bond Counsel and understands the
arbitrage rebate requirement described therein. In order to effectuate compliance with federal
tax laws, the City has determined to undertake its arbitrage compliance as follows:
❑ The City has initially retained or intends to retain the firm of Integrity Public
Finance Consulting LLC as Rebate Expert with respect to the Series 2021 Bonds.
❑ The City has initially retained or intends to retain the firm
of —/ as Rebate Expert with respect to the Series 2021 Bonds.
R The City has decided not to designate a Rebate Expert with respect to the Series
2021 Bonds at this time and, as a result, undertakes and assumes full responsibility for arbitrage
compliance and acknowledges that Bond Counsel has no such responsibility (unless later
engaged in writing for such purpose).
CITY OF CRESTVIEW, FLORIDA
ByCZl+L
Gina Toussaint, Finance Director
Dated: December 17, 2021
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Appendix I
Spending Exceptions to Rebate
(a) Generally. All, or certain discrete portions, of an issue are treated as meeting the
Rebate Requirement of Section 148(f) of the Code if one or more of the spending exceptions set
forth in this Appendix are satisfied. Use of the spending exceptions is not mandatory. An issuer
may apply the Rebate Requirement to an issue that otherwise satisfies a spending exception.
Special definitions relating to the spending exceptions are contained in section (h) of this
Appendix.
Where several obligations that otherwise constitute a single issue are used to finance two
or more separate governmental purposes, the issue constitutes a "multipurpose issue' and the
bonds, as well as their respective proceeds, allocated to each separate purpose may be treated as
separate issues for purposes of the spending exceptions. In allocating an issue among its several
separate governmental purposes, "common costs" are generally not treated as separate
governmental purposes and must be allocated ratably among the discrete separate purposes
unless some other allocation method more accurately reflects the extent to which any particular
separate discrete purpose enjoys the economic benefit (or bears the economic burden) of the
certain common costs (e.g., a newly funded reserve for a parity issue that is partially new money
and partially a refunding for savings on prior bonds).
Separate purposes include refunding a separate prior issue, financing a separate Purpose
Investment (e.g., a separate loan), financing a Construction Issue, and any clearly discrete
governmental purpose reasonably expected to be financed by the issue. In addition, as a general
rule, all integrated or functionally related capital projects qualifying for the same initial
temporary period (e.g., 3 years) are treated as having a single governmental purpose. Finally,
separate purposes may be combined and treated as a single purpose if the proceeds are eligible
for the same initial temporary period (e.g., advance refundings of several separate prior issues
could be combined, or several non-integrated and functionally unrelated capital projects such as
airport runway improvements and a water distribution system).
The spending exceptions described in this Appendix are applied separately to each
separate issue component of a multipurpose issue unless otherwise specifically noted.
(b) Six -Month Exception. An issue is treated as meeting the Rebate Requirement
under this exception if (i) the gross proceeds of the issue are allocated to expenditures for the
governmental purposes of the issue within the six-month period beginning on the issue date (the
"six-month spending period") and (ii) the Rebate Requirement is met for amounts not required
to be spent within the six-month spending period (excluding earnings on a bona fide debt service
fund). For purposes of the six-month exception, "gross proceeds" means Gross Proceeds other
than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or
replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds
Appendix I
but that become Gross Proceeds after the end of the six-month spending period, (iv) that
represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose
Investment of the issue and (v) that represent repayments of grants (as defined in Treasury
Regulation Section 1.148-6(d)(4)) financed by the issue. In the case of an issue no bond of which
is a private activity bond (other than a qualified 501(c)(3) bond) or a tax or revenue anticipation
bond, the six-month spending period is extended for an additional six months for the portion of
the proceeds of the issue which are not expended within the six-month spending period if such
portion does not exceed the lesser of five percent of the Proceeds of the issue or $100,000.
(c) 18-Month Exception. An issue is treated as meeting the Rebate Requirement under
this exception if all of the following requirements are satisfied:
(i) the gross proceeds are allocated to expenditures for a governmental purpose of
the issue in accordance with the following schedule (the "18-month expenditure schedule")
measured from the issue date: (A) at least 15 percent within six months, (B) at least 60 percent
within 12 months and (C) 100 percent within 18 months;
(ii) the Rebate Requirement is met for all amounts not required to be spent in
accordance with the 18-month expenditure schedule (other than earnings on a bona fide debt
service fund); and
(iii) all of the gross proceeds of the issue qualify for the initial temporary period under
Treasury Regulation Section 1.148-2(e)(2).
For purposes of the 18-month exception, "gross proceeds" means Gross Proceeds other than
amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement
fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that
become Gross Proceeds after the end of the 18-month expenditure schedule, (iv) that represent
Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of
the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section
1.148-6(d)(4)) financed by the issue. In addition, for purposes of determining compliance with
the first two spending periods, the investment proceeds included in gross proceeds are based on
the issuer's reasonable expectations as of the issue date rather than the actual Investment
Proceeds; for the third, final period, actual Investment Proceeds earned to date are used in place
of the reasonably expected earnings. An issue does not fail to satisfy the spending requirement
for the third spending period above as a result of a Reasonable Retainage if the Reasonable
Retainage is allocated to expenditures within 30 months of the issue date. Reasonable Retainage
shall mean an amount, not to exceed five percent of Net Sale Proceeds as of the end of the 18-
month expenditure schedule (in the case of the 18-month exception to the Rebate Requirement),
that is retained for reasonable business purposes relating to the property financed with the issue.
For example, a Reasonable Retainage may include a retention to ensure or promote compliance
with a construction contract in circumstances in which the retained amount is not yet payable, or
in which the issuer reasonably determines that a dispute exists regarding completion or payment.
Appendix I
(d) Expenditures for Governmental Purposes of the Issue. For purposes of the
spending exceptions, expenditures for the governmental purposes of an issue include payments
for interest, but not principal, on the issue and for principal or interest on another issue of
obligations. The preceding sentence does not apply for purposes of the 18-month exception if
those payments cause the issue to be a refunding issue.
(e) De Minimis Rule. Any failure to satisfy the final spending requirement of the 18-
month exception is disregarded if the issuer exercises due diligence to complete the project
financed and the amount of the failure does not exceed the lesser of three percent of the issue
price of the issue or $250,000.
(f) Special Rules Relating to Refundings.
(1) Transferred Proceeds. In the event that a prior issue that might otherwise qualify
for one of the spending exceptions is refunded, then for purposes of applying the spending
exceptions to the prior issue, proceeds of the prior issue that become transferred proceeds of the
refunding issue continue to be treated as unspent proceeds of the prior issue; if such unspent
proceeds satisfy the requirements of one of the spending exceptions then they are not subject to
rebate either as proceeds of the prior issue or of the refunding issue. Generally, the only spending
exception applicable to refunding issues is the six-month exception. In applying the six-month
exception to a refunding of a prior issue, only transferred proceeds of the refunding issue from a
taxable prior issue and other amounts excluded from the definition of gross proceeds of the prior
issue under the special definition of gross proceeds contained in section (b) above are treated as
gross proceeds of the refunding issue and so are subject to the six-month exception applicable to
the refunding issue.
(2) Series of Refundhip. In the event that an issuer undertakes a series of refundings
for a principal purpose of exploiting the difference between taxable and tax-exempt interest rates,
the six-month spending exception is measured for all issues in the series commencing on the date
the first bond of the series is issued.
(g) Elections Applicable to Pool Bonds. An issuer of a pooled financing issue can elect
to apply the spending exceptions separately to each loan from the date such loan is made or, if
earlier, on the date on year after the date the pool bonds are issued. In the event this election is
made, no spending exceptions are available and the normal Rebate Requirement applies to Gross
Proceeds prior to the date on which the applicable spending periods begin.
Appendix I
Form 8038-G Information Return for Tax -Exempt Governmental Bonds
(Rev. October 2021) ► Under Internal Revenue Code section 149(e)
► See separate instructions. OMB No. 1545-0047
Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038-GC.
Internal Revenue Service ► Go to www.irs.gov/F8038G for instructions and the latest information.
Reporting Authority Check box if Amended Return ► ❑
1 Issuer's name 2 Issuer's employer identification number (EIN)
City of Crestview, Florida 59-6000295
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a
Georcie A. Smith, Jr., Esu., Bond Counsel 850-222-8611
4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only)
1545 Raymond Diehl Rd ___ 300 .5
6 City, town, or post office, state, and ZIP code 7 Date of issue
Tallahassee, Florida 32308
12/17/2021
6 Name of issue
9 CUSIP number
Water and Sewer Revenue Bonds, Series 2021
None
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information
10b Telephone number
of officer or other
employee shown on 10a
Gina Toussaint, Finance Director
850-682-1560
JIM Type of Issue (Enter the issue price.) See the instructions and attach schedule.
11 Education . . . . . . . .
11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . .
12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
j 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . .
15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
17 Utilities . . . . .
17 5,075,000.00
18 Other. Describe ►
18
19a If bonds are TANS or RANs, check only box 19a . . . . . . . . . . . . . . . ► ❑
b If bonds are BANS, check only box 19b . . . . . . . . . . . . . . . . . ► ❑
20 If bonds are in the form of a lease or installment sale, check box . . . . . . . ► ❑
Description of Bonds. Complete for the entire issue for which this form is being filed,
(a) Final maturity date
(b) Issue price (c) Stated redemption (d) Weighted
(e) Yield
price at maturity average maturity
4
21 09/01/2042 $ 5.075.000.00 $ 5.075 000.00 11.90
EM Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . .
23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . 27
28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . .
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded .
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . .
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) .
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
years
22
23
53, 800.001
0.001
0.001
0.00!
0.001
21 91
30
2.0901 %
5,075,000.00
53,800.00
5, 021, 200.00
years
years
Form 8038-G (Rev. 10-2021)
Form 8038-0 (Rev. 10-2021) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIG ► (MM/DD/YYYY)
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond Po-
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . ► ❑✓
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . . . . . . ►
b Enter the date the official intent was adopted ► (MM/DD/YYYY)
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Sinature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
g process this return, to the person that I have authorized above.
and
Consent 12/17/2021 J.B. Whitten, Mayor
Si ture of issuer's authorized representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer Robert C. Reid self-employed P01246384
Use Only Firm's name ► Brvant Miller Olive P.A. Firm's EIN ►
59-1315801
Firm's address ► 1545 Ravmond Diehl Rd. Ste 300. Tallahassee Phone no. 850-222-8611
Form $U38-G (Rev. 10-2021)
Form 8038-G (Rev. 10-2021) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to -the issue under section-14-1-0)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC ► (MM/DD/YYYY)
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond ►
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑�
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑
41 a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge Ol-
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . . . . . . ►
b Enter the date the official intent was adopted ► (MM/DD/YYYY)
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
process this return, to the person that I have authorized above.
and
Consent ��j` 12/17/2021 J.B. Whitten, Mayor _
S ature of issuer's authorized representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer Robert C. Reid self-employed P01246384
Use Only Firm's name ► Bryant Miller Olive P.A. Firm's EIN ► 59-1315801
Firm's address ► 1545 Ravmond Diehl Rd. Ste 300 Tallahassee Phone no. 850-222-8611
Form 8038-G (Rev. 10-2021)
ADDITIONAL PARITY BONDS CERTIFICATE
In conjunction with the issuance of the City of Crestview, Florida's (the "City")
$5,075,000 Water and Sewer Revenue Bond, Series 2021 (the "Series 2021 Bond") to be
issued on December 17, 2021, pursuant to the City's Resolution 16-05 adopted by the City
Council on November 30, 2015, as supplemented and amended, and as particularly
supplemented by Resolution No. 2022-6 adopted by the City Council on December 13,
2021 (collectively, the 'Resolution"), the undersigned Finance Director of the City provides
this certificate as required by Section 4.17 of the Resolution. The Series. 2021 Bond is being
issued on a parity basis with the City's outstanding Water and Sewer Refunding Revenue
Bonds (Bank Qualified), Series 2015 and Water and Sewer Refunding and Improvement
Revenue Bonds, Series 2016 (collectively, the "Outstanding Parity Bonds"). Any
capitalized terms used herein shall have the definitions assigned thereto by the
Resolution. I certify that:
(1) I have reviewed the books and records of the City relative to the System
and the Net Revenues.
(2) The amount of the Net Revenues (unaudited) derived for the consecutive
twelve period ending on September 30, 2021 equals $4,534,423 (the "Test Period Pledged
Revenues"). Notwithstanding Section 4.17(2) of the Resolution, no adjustment to Net
Revenues is being made for purposes of this Certificate.
(3) The Maximum Bond Service Requirements on the Outstanding Parity
Bonds and the Series 2021 Bond becoming due in any Bond Year hereafter equals
$1,492,509.
(4) The Test Period Pledged Revenues are equal to not less than 1.2 times the
Maximum Debt Service Requirement on (i) all Outstanding Parity Bonds now
outstanding, and (ii) the Series 2021 Bond.
(5) The City is not in breach of the covenants and obligations assumed under
the Resolution, and all payments therein required to have been made into the funds and
accounts, as provided thereunder, shall have been made to the full extent required. \
Certified this 17th day of December, 2021.
CITY OF CRESTVIEW, FLORIDA
Bye
Gina Toussaint
Finance Director
ADDITIONAL PARITY BONDS CERTIFICATE
In conjunction with the issuance of the City of Crestview, Florida's (the "City")
$5,075,000 Water and Sewer Revenue Bond, Series 2021 (the "Series 2021 Bond") to be
issued on December 17, 2021, pursuant to the City's Resolution 16-05 adopted by the City
Council on November 30, 2015, as supplemented and amended, and as particularly
supplemented by Resolution No. 2022-6 adopted by the City Council on December 13,
2021 (collectively, the "Resolution"), the undersigned Finance Director of the City provides
this certificate as required by Section 4.17 of the Resolution. The Series 2021 Bond is being
issued on a parity basis with the City's outstanding Water and Sewer Refunding Revenue
Bonds (Bank Qualified), Series 2015 and Water and Sewer Refunding and Improvement
Revenue Bonds, Series 2016 (collectively, the "Outstanding Parity Bonds"). Any
capitalized terms used herein shall have the definitions assigned thereto by the
Resolution. I certify that:
(1) I have reviewed the books and records of the City relative to the System
and the Net Revenues.
(2) The amount of the Net Revenues (unaudited) derived for the consecutive
twelve period ending on September 30, 2021 equals $4,534,423 (the "Test Period Pledged
Revenues"). Notwithstanding Section 4.17(2) of the Resolution, no adjustment to Net
Revenues is being made for purposes of this Certificate.
(3) The Maximum Bond Service Requirements on the Outstanding Parity
Bonds and the Series 2021 Bond becoming due in any Bond Year hereafter equals
$1,492,509.
(4) The Test Period Pledged Revenues are equal to not less than 1.2 times the
Maximum Debt Service Requirement on (i) all Outstanding Parity Bonds now
outstanding, and (ii) the Series 2021 Bond.
(5) The City is not in breach of the covenants and obligations assumed under
the Resolution, and all payments therein required to have been made into the funds and
accounts, as provided thereunder, shall have been made to the full extent required. \
Certified this 17th day of December, 2021.
CITY OF CRESTVIEW, FLORIDA
Gina Toussaint
Finance Director
MW Financial Advisory Services LLC
6965 Piazza Grande Ave Suite 314
Orlando FL 32835
FINAL CLOSING MEMORANDUM
Citv of Crestview. Florida
Water and Sewer Revenue Bonds, Series 2021
TO: Working Group
FROM: MW Financial Advisory Services LLC
DATE: December 13, 2021
RE: City of Crestview, Florida
Water and Sewer Revenue Bonds, Series 2021
Closing Wiring Instructions
Pre-Closinp-
Date: December 13, 2021
Time: 7:00pm after Council Meeting
Place: City Hall
Sources and Uses of Funds
Sources of Funds
Par Amount
Total Sources of Funds
Uses of Funds
Project Fund
Cost of Issuance
Total Uses of Funds
Closing
Date: Friday December 17, 2021
Time: 1:00 P.M. (EST)
Via: Phone
$ 5,075,000.00
$ 5,075,000.00
$ 5,011,050.00
63. 950.00
5,075,000.00
The following transfers will occur on the morning of Friday December 17th 2021 for the
closing of the City's $5,075,000.00 Water and Sewer Revenue Bonds, Series 2021.
On the morning of closing, after all documents have been executed and approved, Pinnacle
Public Finance, Inc. a BankUnited Company (the "Lender") will send (5) five wires totalling
$5,075,000.00 to the following parties:
1. City Project Fund Deposit
Lender will wire $5,011,050.00to the City of Crestview's account at Synovus Bank for
the Water and Sewer Revenue Bond, Series 2021 per the following wiring
instructions:
City of Crestview Project Fund Deposit: $5,011,050.00
Amount:
$5,011,050.00
Wire to:
Synovus Bank
Address:
500 11t1 St., 2"d Floor
Rothschild Bldg. Columbus GA 31902
(800) 641-2268
ABA#:
061100606
Beneficiary Acct. Name:
City of Crestview, FL
Address:
198 W. Wilson St., Crestview, FL 32536
Beneficiary Account M
1002825428
Attn: Gina Toussaint
Reference: City of Crestview, FL
Water and Sewer Revenue Bond, Series 2021
2. COST OF ISSUANCE — Financial Advisory Fee and Expenses
Lender will wire $25,300.00 ($25,300 Fee plus $300 Expenses) to Capital One Bank
for the account of MW Financial Advisory Services LLC for financial advisory
services relating to the Water and Sewer Revenue Bond, Series 2021 per the
following wiring instructions:
Amount: $25,300.00
Wire to: Capital One N.A
Address: Po Box 85139 Richmond, VA 23238
ABA#: 031176110
Beneficiary Acct. Name: MW Financial Advisory Services LLC
Address: 6965 Piazza Grande Ave, Suite 314 Orlando, FL 32835
Beneficiary Account #: 36027023881
Attn: Marissa Wortman
Reference: City of Crestview, FL
3. COST OF ISSUANCE — Bond Counsel Fee and Expenses
Lender will wire $22,000.00 ($20,000 Fee plus $2,000 Expenses) to Capital City Bank
for the account of Bryant Miller Olive for bond counsel services relating to the Water
and Sewer Revenue Bond, Series 2021, per the following wiring instructions:
Amount:
Wire to:
Address:
ABA#:
Beneficiary Acct. Name
Address:
Beneficiary Account #
Attn:
Reference:
$22,000.00
Capital City Bank
217 North Monroe, Tallahassee, FL 32301
063100688
Bryant Miller Olive
101 North Monroe Street, Suite 900
Tallahassee, FL 32301
2132834901
George Smith
City of Crestview, FL -
4. COST OF ISSUANCE —City Attorney Fee
Lender will wire $10,150.00 to CCB Community Bank for the account of Jonathan
Holloway PA for City attorney services relating to the Water and Sewer Revenue
Bond, Series 2021, per the following wiring instructions:
Amount: $10,150.00
Wire to: CCB Community Bank (850) 682-0484
Address: 225 East Three Notch Street
Andalusia, AL 36420
ABA#: 062105778
Beneficiary Acct. Name: Jonathan Holloway PA
Address: 420 E Pine Ave, Crestview, FL 32539, (850) 398-6808
Beneficiary Account #: 60900404
Attn: Jonathan Holloway PA
Reference: City of Crestview, FL
5. COST OF ISSUANCE — Lender Counsel Fee
Lender will wire $6,500.00 to XXXXXXX Bank for the account of Chapman and Cutler
LLP for Lender Counsel services relating to the Water and Sewer Revenue Bond,
Series 2021, per the following wiring instructions:
Amount: $6,500.00
Wire to:
Address:
ABA#:
Beneficiary Acct. Name:
Address:
Beneficiary Account #-
Attn:
Reference:
COSTS OF ISSUANCE
Below are the costs of issuance for the 2021 Bond:
Financial Advisor Fee:
Financial Advisor Est Expenses
Bond Counsel Fee:
Bond Counsel Est Expenses:
City Attorney:
Lender Counsel Fee:
Tota I
$25,000.00
$ 300.00
$20,000.00
$2,000.00
$10,150.00
$6,500.00
$63,950.00
If you have any questions or require any additional information, please do not hesitate to
contact Marissa Wortman at (407) 380-5994.
The City of Crestview, FL as Borrower hereby authorizes and directs the Lender, Pinnacle
Public Finance, Inc. a BankUnited Company to transfer the loan proceeds as described in this
Closing Memorandum.
The City of Crestview, FL
BM•. .,__
Name: Gina Toussaint
Finance Director
MW Financial Advisory Services LLC
6965 Piazza Grande Ave Suite 314
Orlando FL 32835
FINAL CLOSING MEMORANDUM
Citv of Crestview, Florida
Water and Sewer Revenue Bonds, Series 2021
TO: Working Group
FROM: MW Financial Advisory Services LLC
DATE: December 13, 2021
RE: City of Crestview, Florida
Water and Sewer Revenue Bonds, Series 2021
Closing Wiring Instructions
Pre -Closing
Date: December 13, 2021
Time: 7:OOpm after Council Meeting
Place: City Hall
Sources and Uses of Funds
Sources of Funds
Par Amount
Total Sources of Funds
Uses of Funds
Project Fund
Cost of Issuance
Closing
Date: Friday December 17, 2021
Time: 1:00 P.M. (EST)
Via: Phone
5,075,000.00
$ 5, 075, 000.00
$ 5,011,050.00
63, 950.00
Total Uses of Funds $ 5,075,000.00
The following transfers will occur on the morning of Friday December 17th 2021 for the
closing of the City's $5,075,000.00 Water and Sewer Revenue Bonds, Series 2021.
On the morning of closing, after all documents have been executed and approved, Pinnacle
Public Finance, Inc. a BankUnited Company (the "Lender") will send (5) five wires totalling
$5,075,000.00 to the following parties:
1. City Project Fund Deposit
Lender will wire $5,011,050.00to the City of Crestview's account at Synovus Bank for
the Water and Sewer Revenue Bond, Series 2021 per the following wiring
instructions:
City of Crestview Project Fund Deposit: $5,011,050.00
Amount:
$5,011,050.00
Wire to:
Synovus Bank
Address:
50011th St., 2"d Floor
Rothschild Bldg. Columbus GA 31902
(800) 641-2268
ABAM
061100606
Beneficiary Acct. Name:
City of Crestview, FL
Address:
198 W. Wilson St., Crestview, FL 32536
Beneficiary Account M
1002825428
Attn:
Gina Toussaint
Reference:
City of Crestview, FL
Water and Sewer Revenue Bond, Series 2021
2. COST OF ISSUANCE — Financial Advisory Fee and Expenses
Lender will wire $25,300.00 ($25,300 Fee plus $300 Expenses) to Capital One Bank
for the account of MW Financial Advisory Services LLC for financial advisory
services relating to the Water and Sewer Revenue Bond, Series 2021 per the
following wiring instructions:
Amount: $25,300.00
Wire to: Capital One N.A
Address: Po Box 85139 Richmond, VA 23238
ABA#: 031176110
Beneficiary Acct. Name: MW Financial Advisory Services LLC
Address: 6965 Piazza Grande Ave, Suite 314 Orlando, FL 32835
Beneficiary Account #: 36027023881
Attn: Marissa Wortman
Reference: City of Crestview, FL
3. COST OF ISSUANCE — Bond Counsel Fee and Expenses
Lender will wire $22,000.00 ($20,000 Fee plus $2,000 Expenses) to Capital City Bank
for the account of Bryant Miller Olive for bond counsel services relating to the Water
and Sewer Revenue Bond, Series 2021, per the following wiring instructions:
Amount: $22,000.00
Wire to: Capital City Bank
Address: 217 North Monroe, Tallahassee, FL 32301
ABA#: 063100688
Beneficiary Acct. Name: Bryant Miller Olive
Address:
Beneficiary Account #:
Attn:
Reference:
101 North Monroe Street, Suite 900
Tallahassee, FL 32301
2132834901
George Smith
City of Crestview, FL -
4. COST OF ISSUANCE — City Attorney Fee
Lender will wire $10,150.00 to CCB Community Bank for the account of Jonathan
Holloway PA for City attorney services relating to the Water and Sewer Revenue
Bond, Series 2021, per the following wiring instructions:
Amount:
$10,150.00
Wire to:
CCB Community Bank (850) 682-0484
Address:
225 East Three Notch Street
Andalusia, AL 36420
ABA#:
062105778
Beneficiary Acct. Name:
Jonathan Holloway PA
Address:
420 E Pine Ave, Crestview, FL 32539, (850) 398-6808
Beneficiary Account #:
60900404
Attn:
Jonathan Holloway PA
Reference:
City of Crestview, FL
S. COST OF ISSUANCE — Lender Counsel Fee
Lender will wire $6,500.00 to XXXXXXX Bank for the account of Chapman and Cutler
LLP for Lender Counsel services relating to the Water and Sewer Revenue Bond,
Series 2021, per the following wiring instructions:
Amount: $6,500.00
Wire to:
Address:
ABA#:
Beneficiary Acct. Name:
Address:
Beneficiary Account #:
Attn:
Reference:
COSTS OF ISSUANCE
Below are the costs of issuance for the 2021 Bond:
Financial Advisor Fee:
Financial Advisor Est Expenses
Bond Counsel Fee:
Bond Counsel Est Expenses:
City Attorney:
Lender Counsel Fee:
Total
$25,000.00
$ 300.00
$20,000.00
$2,000.00
$10,150.00
$6,500.00
$63,950.00
If you have any questions or require any additional information, please do not hesitate to
contact Marissa Wortman at (407) 380-5994.
The City of Crestview, FL as Borrower hereby authorizes and directs the Lender, Pinnacle
Public Finance, Inc. a BankUnited Company to transfer the loan proceeds as described in this
Closing Memorandum.
The City of Crestview, FL
Name: Gina Toussaint
Finance Director
JONATHAN HOLLOWAY., RAS
December 17, 2021
City Council
City of Crestview
198 North Wilson Street
Crestview, Florida 32536
Bryant Miller Olive P.A.
1545 Raymond Diehl Rd, Ste 300
Tallahassee, Florida 32308
Pinnacle Public Finance, Inc
8377 E. Hartford Drive, Suite 115
Scottsdale, Arizona 85255
Re: $5,075,000 City of Crestview, Florida
Water and Sewer Revenue Bond, Series 2021
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 Il, Florida Statutes, and other applicable provisions of law,
and Resolution No. 16-05 adopted by the City Council of the City (the "City Council") on
November 30, 2015, as supplemented by Resolution No. 2022-6 adopted by the City Council on
December 13, 2021 (collectively, the "Resolution"). The Bond is payable solely from and secured
by Net Revenues as provided in the Resolution. There is no lien or pledge of any ad valorem taxes
of the City. Any capitalized undefined terms used herein not otherwise defined shall have the
meaning set forth in the Resolution.
I am the City Attorney. In that capacity, I have examined all proceedings of the City in
connection with the authorization, issuance and sale of the Bond, including the Resolution which
were adopted and enacted pursuant to and under the provisions of the Act. I have also made such
investigation and have examined such other ordinances, resolutions, certificates, documents,
public records and proceedings as I have deemed relevant and necessary in rendering the opinions
expressed below. I am of the opinion that:
1. The City is a political subdivision of the State of Florida, duly created and validly
existing and has full legal right, power and authority to adopt the Resolution, to issue the Bond, to
420 East Pine Avenue - Crestview, Florida 32539 - (850) 398-6808
City of Crestview, Florida
Bryant Miller Olive P.A.
Pinnacle Public Finance, Inc.
December 17, 2021
Page 2
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 City council at duly called public meetings, and
have not otherwise been amended or repealed and are 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
(subject as to enforceability of any remedies to any applicable bankruptcy or insolvency laws or
other laws affecting creditors' rights generally, from time to time in effect).
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. The City has lawful authority to pledge the Net Revenues in the manner provided
in the Resolution as security for the Bond, and such pledge constitutes a valid and binding pledge
of the Net Revenues for the payment of the Bond. Except for the Outstanding Parity Bonds and
the City of Crestview, Florida SRF Loan Agreements WW432110, WW432120 and WW432121,
the Net Revenues are not pledged as security for any other obligation of the City. The City has
lawful authority to operate the System and to determine, fix, impose and collect rates and charges
for use of the System in the manner and to the extent described in the Ordinance No. 1601 of the
City.
6. 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
performance by the City of its obligations under the Resolution have been obtained and are in full
force and effect.
7. All conditions precedent to the issuance of the Bond contained in ordinances or
resolutions of the City have been complied with on or before the date hereof.
8. 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 Net Revenues as
provided in the Resolution, or the collection or receipt by the City of any material portion of the
Net Revenues.
City of Crestview, Florida
Bryant Miller Olive P.A.
Pinnacle Public Finance, Inc.
December 17, 2021
Page 3
9. 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.
All opinions expressed herein are based upon the Florida law, and not upon the law of any
other jurisdiction.
All opinions as to the enforceability of the legal obligations of the City set forth herein are
subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in
each case relating to or affecting the enforcement of creditor's rights generally, and other general
principles of equity. This letter is for the exclusive reliance of the addressees listed above but may
be made available to other individuals for informational purposes only.
Respectfully submitted,
JW
athan Holloway, P.A.
1
MW Financial Advisory Services LLC
6965 Piazza Grande Ave Suite 314
Orlando FL 32835
FINAL CLOSING MEMORANDUM
Taxable Capital Improvement Revenue Bond, Series 2022
TO: Working Group
FROM: MW Financial Advisory Services LLC
DATE: December 13, 2021
RE: City of Crestview, Florida
Taxable Capital Improvement Revenue Bond, Series 2022
Closing Wiring Instructions
Pre-Closing Closing
Date: December 13, 2021 Date: Friday January 07, 2022
Time: 7:00pm after Council Meeting Time: 1:00 P.M. (EST)
Place: City Hall Via: Phone
Sources and Uses of Funds
Sources of Funds
Par Amount $ 2,575,000.00
Total Sources of Funds $2,575,000.00
Uses of Funds
Project Fund
Cost of Issuance
2,522,550.00
52,450.00
Total Uses of Funds $ 2,575,000.00
The following transfers will occur on the morning of Friday January 07, 2022 for the closing
of the City’s $ 2,575,000.00 Taxable Capital Improvement Revenue Bond, Series 2022 .
2
On the morning of closing, after all documents have been executed and approved, Sterling
Bank (the “Lender”) will send (4) four wires totalling $ 2,575,000.00 to the following parties:
1. City Project Fund Deposit
Lender will wire $2,522,550.00 to the City of Crestview’s account at Synovus Bank for
the Taxable Capital Improvement Revenue Bond, Series 2022 per the following
wiring instructions:
City of Crestview Project Fund Deposit: $2,522,550.00
Amount: $2,522,550.00
Wire to: Synovus Bank
Address: 500 11th St., 2nd Floor
Rothschild Bldg. Columbus GA 31902
(800) 641-2268
ABA#: 061100606
Beneficiary Acct. Name: City of Crestview, FL
Address: 198 W. Wilson St., Crestview, FL 32536
Beneficiary Account #: 1002825428
Attn: Gina Toussaint
Contact Number: (850) 682-1560 Ext#248
Reference: City of Crestview, FL
Taxable Capital Improvement Revenue Bond, Series 2022
2. COST OF ISSUANCE – Financial Advisory Fee and Expenses
Lender will wire $25,300.00 ($25,000 Fee plus $300 Expenses) to Capital One Bank
for the account of MW Financial Advisory Services LLC for financial advisory
services relating to the Taxable Capital Improvement Revenue Bond, Series 2022
per the following wiring instructions:
Amount: $25,300.00
Wire to: Capital One N.A
Address: Po Box 85139 Richmond, VA 23238
ABA#: 031176110
Beneficiary Acct. Name: MW Financial Advisory Services LLC
Address: 6965 Piazza Grande Ave, Suite 314 Orlando, FL 32835
Beneficiary Account #: 36027023881
Attn: Marissa Wortman
Contact Number: (407) 380-5994
Reference: City of Crestview, FL Capital Improvement
3
3. COST OF ISSUANCE – Bond Counsel Fee and Expenses
Lender will wire $22,000.00 ($20,000 Fee plus $2,000 Expenses) to Capital City Bank
for the account of Bryant Miller Olive for bond counsel services relating to the
Taxable Capital Improvement Revenue Bond, Series 2022, per the following wiring
instructions:
Amount: $22,000.00
Wire to: Capital City Bank
Address: 217 North Monroe, Tallahassee, FL 32301
ABA#: 063100688
Beneficiary Acct. Name: Bryant Miller Olive
Address: 101 North Monroe Street, Suite 900
Tallahassee, FL 32301
Beneficiary Account #: 2132834901
Attn: George Smith
Contact Number: (850) 222-8611
Reference: City of Crestview, FL -
4. COST OF ISSUANCE – City Attorney Fee
Lender will wire $5,150.00 to CCB Community Bank for the account of Jonathan
Holloway PA for City attorney services relating to the Taxable Capital Improvement
Revenue Bond, Series 2022, per the following wiring instructions:
Amount: $5,150.00
Wire to: CCB Community Bank (850) 682-0484
Address: 225 East Three Notch Street
Andalusia, AL 36420
ABA#: 062105778
Beneficiary Acct. Name: Jonathan Holloway PA
Address: 420 E Pine Ave, Crestview, FL 32539, (850) 398-6808
Beneficiary Account #: 60900404
Attn: Jonathan Holloway PA
Contact Number: (850) 398-6808
Reference: City of Crestview, FL
COSTS OF ISSUANCE Below are the costs of issuance for the 2022 Bond:
Financial Advisor Fee: $25,000.00
Financial Advisor Expenses $ 300.00
Bond Counsel Fee: $20,000.00
Bond Counsel Expenses: $2,000.00
City Attorney: $5,150.00
Total $52,450.00
4
If you have any questions or require any additional information, please do not hesitate to
contact Marissa Wortman at (407) 380-5994.
The City of Crestview, FL as Borrower hereby authorizes and directs the Lender , Sterling
National Bank to transfer the loan proceeds as described i n this Closing Memorandum.
The City of Crestview, FL
By:
Name: Gina Toussaint
Finance Director