Fort Walton Beach Resolution — 2013-12--Capital Improvement Revenue — reading text

be in registered form; and shall bear interest from its date until payment of the principal amount thereof, at the Stated Rate. Interest on the Note shall be payable semi -annually on each January 1 and July 1, commencing January 1, 2014 and at the maturity or earlier prepayment of the Note, calculated on a basis of 360 days comprised of twelve, 30 -day months. Principal shall be paid annually each July 1, commencing July 1, 2014, in the amounts set forth in the form of Note attached hereto as Exhibit A. as the same may be adjusted in accordance with the next succeeding paragraph and the terms of the Note. b) Prior to January 1, 2019 the Note may be prepaid in whole, but not in part, on any Interest Payment Date at the option of the City, from any moneys legally available therefor, upon 10 days prior written notice to the Lender, by paying to the Lender 101% of the outstanding principal amount of the Note, together with the unpaid interest accrued on the outstanding principal amount of the Note to the date of such prepayment. Beginning January 1, 2019 the Note may be prepaid in whole on any Interest Payment Date or in part on any July 1, commencing July 1, 2019, at the option of the City, from any moneys legally available therefor, upon 10 days prior written notice to the Lender, without a prepayment premium, by paying to the Lender the principal amount of the Note to be prepaid, together with unpaid interest accrued on the portion of such principal prepaid. In the event of partial prepayment, the Loan shall be reamortized, utilizing the remaining principal balance over the remaining term of the Loan.  c) Upon written notice by the City to the Lender, as provided above, the outstanding principal amount of the Note or portion thereof, as indicated in such notice, shall become due and payable on the date of prepayment stated in such notice, together with interest accrued and unpaid to the date of prepayment of the outstanding principal amount or portion thereof of the Note. If on the date of prepayment moneys for the payment of the outstanding principal amount or portion thereof on the Note, together with interest to the date of prepayment on such principal amount or portion thereof, shall have been paid to the Lender as provided above, then from and after the date of prepayment, interest on the Note for the outstanding principal amount prepaid in whole or such portion of principal prepaid shall cease to accrue. If said money shall not have been so paid on the date of prepayment, the Note shall continue to bear interest until payment thereof at the Stated Rate. d) The Lender' s right, title and interest in and to this Agreement, the Note and any amounts payable by the City hereunder may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lender, without the necessity of obtaining the consent of the City; provided, that any such assignment, transfer or conveyance ( i) shall be made only to investors each of whom the Lender reasonably believes is a " qualified institutional buyer" as defined in Rule 144A(a)( 1) promulgated under the Securities Act of 1933, as amended, and is purchasing this Agreement and the Note ( or any interest therein) for its own account with no present intention to resell or distribute this Agreement and the Note ( or interest therein), subject to each investor's right at any time to dispose of the Agreement and the Note ( or any interest therein) as it determines to be in its best interests and ( ii) shall not result in more than 35 owners of Lender' s rights and interests under this Agreement and the Note or the creation of any interest in this Agreement and the Note in an aggregate principal amount that is less than 100,000. Unless to an affiliate controlling, controlled by or under common control with the Lender, no assignment, transfer or conveyance permitted by this Section 4( d) shall be effective until the City shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Lender notifies the City of its intent to assign and sell its right, title and interest in and to this Agreement and the Note as herein provided, the City agrees that it shall execute and deliver to the assignor Lender a notice and acknowledgement of assignment in form and substance satisfactory to the assignor Lender within ten ( 10) Business Days after its receipt of such request. SECTION 5. EXECUTION OF NOTE. The Note shall be executed in the name of the City by the Mayor, and attested by the Clerk, and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Note may be signed and sealed on behalf of the City by any person who at the actual time of the execution of such Note shall hold such office in the City, although at the date of such Note such person may not have been so authorized. The Note may be executed by the facsimile signatures of the Mayor or Clerk.  SECTION 6. REGISTRATION AND TRANSFER OF NOTE. The Note shall be and shall have all the qualities and incidents of negotiable instruments under the Uniform Commercial Code -Investment Securities Laws of the State of Florida, and each registered owner, in accepting the Note, shall be conclusively deemed to have agreed that such Note shall be and have all of the qualities and incidents of negotiable instruments thereunder. There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of the Note is shown on the Register shall be deemed the owner thereof by the City and the Registrar, and any notice to the contrary shall not be binding upon the City or the Registrar. The City and the Registrar may treat the registered owner as the absolute owner of the Note for all purposes, whether or not such Note shall be overdue, and shall not be bound by any notice to the contrary. Ownership of the Note may be transferred only upon the Register. Upon surrender to the Registrar for transfer or exchange of any Note accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the registered owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the registered owner or the transferee or transferees, as the case may be, a new fully registered Note of authorized denominations and of the same maturity and interest rate and for the aggregate principal amount as the Note surrendered. The Note presented for transfer, exchange, redemption or payment ( if so required by the City or the Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the City or the Registrar, duly executed by the registered owner or by his duly authorized attorney. The Registrar or the City may require payment from the registered owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto by any governmental body other than the City. Such charges and expenses shall be paid before any such new Note shall be delivered_ The new Note delivered upon any transfer or exchange shall be a valid obligation of the City, evidencing the same debt as the Note surrendered, shall be secured under this Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the Note surrendered. Whenever any Note shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Note shall be canceled and destroyed by the Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the City.  SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall be mutilated, or be destroyed, stolen or lost, upon the registered owner furnishing the Registrar proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur, the Registrar shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Note, if any, destroyed, stolen or lost, or in exchange and substitution for such mutilated Note, upon surrender of such mutilated Note, if any, to the Registrar and the cancellation thereof; provided, however, if the Note shall have matured or be about to mature, instead of issuing a substitute Note, the City may pay the same, upon being indemnified as aforesaid, and if such Note be lost, stolen or destroyed, without surrender thereof. Any Note surrendered under the terms of this Section 7 shall be canceled by the Registrar. Any such duplicate Note issued pursuant to this section shall constitute an original, additional contractual obligation on the part of the City whether or not, as to the duplicate Note, the lost, stolen or destroyed Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the special funds, as hereinafter pledged, to the same extent as the other Note issued hereunder. SECTION 8. FORM OF NOTE. The Note shall be in substantially the form of Exhibit A hereto with such variations, omissions and insertions as may be necessary, desirable and authorized or permitted by this Agreement. SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE CITY. The payment of the principal of and interest on the Note shall be secured forthwith, by a lien upon and a pledge of the Pledged Funds. Until the Note is paid or deemed paid pursuant to the provisions of this Agreement, the City hereby covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal of and interest on the Note until the maturity thereof. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, except to the extent that the City must meet the anti -dilution test set forth in Section 10. E. herein prior to creating any lien or pledge on such Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the registered owner of the Note a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into ( including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general