Fort Walton Beach Council minutes — 04-10-1990 Regular — reading text

Lee Boulevard, Crestview, Florida ( the " Crestview Facility.) and 333 Lewis Street, Fort Walton Beach, Florida ( the " Lewis Street and ( iii) the Facility") payment of certain costs and expenses in connection with the issuance of the Bonds. t"'. ,,"'). ~~ " . ~. '; . ;' t;..;.", ',' \. "', .',' '" : , , r"" ;,":"t . 244 I, 1 v Sunshine Bank First Alabama Investments, Inc. Page Two March 28, 1990 Inso acting, I have examined, among other things, the Florida Industrial Development Financing Act, Section 159. 25 et seq., Florida Statutes Annotated, as amended, the Florida Interlocal Cooperation Act of 1969, Section 163. 01 et seq., Florida Statutes Annotated, as amended, and other applicable provisions of law ( collectively, the " Act") and originals or certified copies of the fOllowing: 1. The Resolution, ( the " Resolution"), adopted by the City on March 26, 1990, authorizing the execution and delivery of the Interlocal Agreement. 2. The Interlocal Agreement ( the ," Interlocal Agreement") dated as of March 1, 1990, between 1: he Issuer and the City. Based on and on such other information and the foregoing investigation consider as necessaryI for the purpose or rendering this opinion, I am of the opinion that: 1) The City is a political subdivision duly organized, validly existing and in good standing under the Constitution and laws of the State of Florida, vested with the rights and powers conferred upon it pursuant to the Act. 2) The Issuer has full power and authority to enter into perform its and responsibilities under the Interlocal Agreement. The City has taken all action required of it by the Act or other applicable laws in connection therewith. 3) The been duly adopted by the City Resolution has and is in full effect on the date force and hereof. The officials of the City executing the Inter10cal Agreement were duly e1e~ ted or appointed and are qualified to serve as such officers. 4). The Agreement has been duly authorized, Interlocal executed and by delivered the City, and constitutes the legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms, subject to the provisions of bankruptcy, insolvency, reorganization, moratorium and other similar laws. The enforceability of such obligations is also subject to, usual equity priniciples, which may limit the specific enforcement of certain remedies.  j:, t J 245 Sunshine Bank First Alabama Investments, Inc. Page Three March 28, 1990 5) The execution and of delivery the Interlocal I Agreement, and the performance by the City of its obligations thereunder are within the corporate powers of the City and will not conflict with or constitute a breach or result in a violation of ( a) the Act, ( b) any federal or Florida constitutional or statutory provision, ( c) to the best of . my knowledge after due investigation, any agreement or other instrument to which the City is a party or by which it is bound or ( d) to the best of my after due knowledge investigation, any order, rule, regulation, decree or ordinance of any court, gove~ nment or governmental authority having jurisdiction over the Issuer or its property. 6) No further consent, authorization approval, or order of any governmental or authority is regulatory required to be obtained by the City as a condition precedent to the execution and delivery by the City of the Interlocal Agreement. 7) To the best of after knowledge my due investigation, there is litigation no at law or in equity, or any proceeding before any governmental agency pending or threatened, to restrain or enjoin the execution or delivery by the City of the Interlocal Agreement. Very truly yours, J. JEROME MILLER Attorney at Law I 246 u f{ J.,e (; 1, 1 f't 4~~ATTORNEYS AT LAW EXEOUTIVE PARK. BUILDING H. SUITE 3 11 RAOETRAOK ROAD. N. E. FORT WALTON BEAOH. FLORIDA 32(548 DAVID L. SELBY 41& MOUNTAIN DIUYE I. JEROME MILLER 904) 883-41115 Sum:a DBSTIN. FLORIDA a.& 41 March 28, 1990 8041 ea7- aeeo PLEASE UPLYTO: Destin Sunshine Bank 2 Eglin Parkway Fort Walton Beach, FL 32548 First Alabama Investments, Inc. 14th Floor 417 North 20th Street Birmingham, AL 35203 1, 500, 000 CITY OF FORT WALTON BEACH, FLORIDA First Mortgage Revenue Bonds Okaloosa Guidance Clinic Project) Series 1990 Ladies and Gentlemen: We have acted as counsel for the City of Fort Walton Beach, Florida, political a subdivision duly organized and existing under and by virtue of the Constitution and laws of the State of Florida ( the " Issuer"), in connection with the issuance and sale by the Issuer of its $ 1, 500, 000 First Mortgage Revenue Bonds Okaloosa Guidance Clinic Project), Series 1990 ( the " Bonds"), for the purpose of providing funds to Okaloosa Guidance Clinic, Inc., a corporation organized and validly existing not- for- profit under the of the State of Florida ( the " Company") ( laws i) the acquisition, renovation and equipping of a 19, 000 square foot building located at 137 Hospital Drive, Fort Walton Beach, Florida ( the " Hospital Drive Facility") for the purpose of providing administrative office facilities for the Company and certain outpatient clinic facilities, ( ii) the refinancing of certain outstanding obligations of the Company in connection with its facilities located at 2099 James Lee Boulevard, Crestview, Florida ( the " Crestview Facility") and 333 Lewis Street, Fort Walton Beach, Florida ( the " Lewis Street Facility") and ( iii) the payment of certain costs and expenses in connection with the issuance of the Bonds. Unless defined herein, all terms used herein are as defined in the Indenture of Trust ( the " Indenture") dated as of March 1, 1990, between the Issuer and Sunshine Bank, as trustee ( the " Trustee").  u 247 i) Sunshine Bank First Alabama Investments, Inc. Page Two March 28,