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

EXHIBIT A FORM OF NOTE NO. R -1 CITY OF FORT WALTON BEACH, FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2013 STATED RATE OF INTEREST MATURITY DATE DATE OF ISSUE 2. 30% July 1, 2031 May 6, 2013 REGISTERED OWNER: PINNACLE PUBLIC FINANCE, INC. PRINCIPAL AMOUNT: $ 4, 470, 610. 00 KNOW ALL MEN BY THESE PRESENTS, that the City of Fort Walton Beach, Florida ( the " City"), for value received, hereby promises to pay to the Registered Owner on the Maturity Date specified above the principal amount then outstanding pursuant to the terms of that certain Loan Agreement dated May 6, 2013 between the City and the Registered Owner ( the " Agreement'), plus interest thereof from the Date of Issue set forth above to the date of payment thereof, at the Stated Rate until payment of the Principal Amount above stated, such interest to be calculated on a 360 -day year comprised of twelve 30 -day months. This Note shall bear interest at a fixed rate of interest equal to the Rate of Interest stated above. The Rate of Interest on this Note is subject to adjustment as set forth in the Agreement under the definition of "Stated Rate." Interest on the Note shall be payable semi -annually on each January 1 and July 1, commencing January 1, 2014 ( each an " Interest Payment Date ") and at the maturity or earlier prepayment of the Note. Principal due on this Note shall be paid each July 1, commencing July 1, 2014, in the amounts set forth below: Date Due Amount 07/ 01/ 2014 187, 659. 00 07/ 01/ 2015 210, 709. 00 07/ 01/ 2016 212, 966. 00 07/ 01/ 2017 219, 874. 00 07/ 01/ 2018 221, 381. 00 07/ 01/ 2019 227, 408. 00 A -1  Date Due Amount 07/ 01/ 2020 233, 083. 00 07/ 01/ 2021 238, 399.00 07/ 01/ 2022 243, 347. 00 07/ 01/ 2023 252, 694. 00 07/ 01/ 2024 256, 506. 00 07/ 01/ 2025 259, 906. 00 07/ 01/ 2026 267, 88300 07/ 01/ 2027 275, 295. 00 07/ 01/ 2028 282, 127. 00 07/ 01/ 2029 288, 365. 00 07/ 01/ 2030 293, 998. 00 07/ 01/ 2031 299, 010.00 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. Capitalized terms used herein and not defined are used as defined in the Agreement. This Note is issued under the authority of Chapter 166, Florida Statutes, as amended, the City Charter and other applicable provisions of law, and pursuant and subject to the terms and conditions of Resolution No. 2013 - 12 duly adopted by the City Council of the City on April 23, 2013 ( the ' Resolution "), to which reference should be made to ascertain those terms and conditions. Subject to the limitations and restriction set forth in the Agreement, the City has covenanted in the Agreement to budget and appropriate in each Fiscal Year while this Note is outstanding sufficient amounts, from legally available Non -Ad Valorem Revenues, to pay the principal of and interest on this Note during such Fiscal Year, as more particularly provided in the Agreement. This Note shall not constitute a general obligation or indebtedness of the City, and the Lender shall never have the right to require or compel the levy of taxes on any property of or in the City for the payment of the principal of and interest on this Note. A -2 This Note shall not constitute a lien upon the Refunded Bonds, or upon any property of or in the City, but shall be payable solely from the Pledged Funds in the manner provided in the Agreement. Reference is made to the Agreement and the Resolution for the provisions relating to the security for payment of this Note and the duties and obligations of the City hereunder. Pursuant to the Resolution, the City has designated this Note as a " qualified tax - exempt obligation' under Section 265( b)( 3) of the Internal Revenue Code of 1986, as amended. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to happen, exist and be performed precedent to and in the issuance of this Note, have happened, exist and have been performed in regular and due form and time as so required. IN WITNESS WHEREOF, the City Council of the City of Fort Walton Beach, Florida, has caused this Note to be executed by its Mayor, and attested by its Clerk, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, and this Note to be dated May 6, 2013. CITY OF FORT WALTON BEACH, FLORIDA vwccx\/' C. LY1 Mike Anderson, Mayor Attest: Approved for form and legal sufficiency a, a, Helen Spencer, Ofty Clerk Hayes Dykes, City A eN' / A -3  The following abbreviations, when used in the inscription on the face of the within Note, 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 JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIT TRANS MIN ACT Gust.) Custodian for under Uniform Transfers to Minors Act of State) Additional abbreviations may also be used though not in list above. I: V1  ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to Insert Social Security or Other Identifying Number of Assignee Name and Address of Assignee) the within bond and does hereby irrevocably constitute and appoint as attorneys to register the transfer of the said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program ( STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. A -5  2. 1 INCUMBENCY CERTIFICATE I, Helen Spencer, City Clerk of the City of Fort Walton Beach, Florida ( the City "), DO HEREBY CERTIFY as follows: I.The following are now, and have continuously been since the dates of beginning of their respective current terms shown below, the duly elected, qualified and acting members of the City Council of the City of Fort Walton Beach, Florida ( the Council'), and the dates of the beginning and ending of their respective current terms are hereunder correctly designated opposite their names: Beginning Date Ending Date Member of Current Term of Current Term Mike Anderson, Mayor April 1, 2009 March 31, 2017 Bobby Griggs April 1, 2011 March 31, 2015 Dc Joyce gillic gossom April 1, 2010 March 31, 2015 John Mead April 1, 2013 March 31, 2015 Trey Goodwin April 1, 2011 March 31, 2015 Amy Jamieson April 1, 2013 March 31, 2017 C. H. 'Bull" Rigdon April 1, 2010 March 31, 2017 Dick Rynearson April 12009 March 31, 2017 2.2. TheThe followingfollowing areare now,now, andand havehave continuouslycontinuously beenbeen sincesince thethe datesdates ofof beginning beginning ofof theirtheir respectiverespective currentcurrent termsterms ofof officeoffice shownshown below,below, thethe dulyduly electedelected oror chosenchosen ( ( asas thethe casecase maymay be),be), qualifiedqualified andand actingacting officersofficers ofof thethe CityCity andand thethe datesdates ofof thethe beginningbeginning andand