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

endingending ofof theirtheir respectiverespective currentcurrent termsterms ofof officeoffice areare hereunder hereunder correctlycorrectly designated designated oppositeopposite theirtheir names:names: BeginningBeginning DateDate EndingEnding DateDate OfficeOffice NameName ofof CurrentCurrent TermTerm ofof CurrentCurrent TermTerm MayorMayor MikeMike AndersonAnderson AprilApril 1,1, 20092009 MarchMarch 31,31, 20172017 HelenHelen SpencerSpencer SeptemberSeptember 28,28, 19831983 AtAt thethe pleasurepleasure CityCity ClerkClerk ofof thethe Council Council CityCity ManagerManager MichaelMichael BeedieBeedie MayMay 12,12, 20092009 AtAt thethe pleasure pleasure ofof thethe CouncilCouncil  IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City as of the 6th day of May, 2013. x/% SEAL) lL City Clerk  2. 2 SIGNATURE CERTIFICATE We, the undersigned, DO HEREBY CERTIFY as follows: I. That we did heretofore cause to be officially executed the $ 4,470, 610 City of Fort Walton Beach, Florida Capital improvement Refunding Revenue Note, Series 2013 ( the " Note ") of the City of Fort Walton Beach, Florida (the " City "). 2. That Mike Anderson, Mayor of the City, has caused to be executed the Note by his manual signature, and that said Mayor was on the date he executed the Note and is now the duly chosen, qualified and acting Mayor of the City. 3. That we have caused the official seal of the City to be imprinted on the Note, said seal imprinted hereon being the official seat of the City, and that Helen Spencer, City Clerk, has caused such seal to be attested by her manual signature, and that said Helen Spencer was on the date she executed the Note and is now the duly elected, qualified and acting City Clerk. 4. That the seal which has been impressed on the Note and upon this certificate is the legally adopted, proper and only seal of the City. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the City as of the 611 day of May, 2013. SEAL) Signature Title of Office Mayor City Clerk  2. 3 CERTIFICATE AS TO ARBITRAGE AND CERTAIN OTHER TAX MATTERS The undersigned, Michael Beedie, City Manager of the City of Fort Walton Beach, Florida ( the " City"), being a person duly charged, together with others, with the responsibility for issuing the $ 4, 470, 610 City of Fort Walton Beach, Florida Capital Improvement Refunding Revenue Note, Series 2013 ( the ' Note "), dated as of May 6, 2013, all being done this day, DO HEREBY CERTIFY that: 1. AUTHORIZATION AND DEFINITIONS. The Note is being issued in the principal amount of $4, 470, 610 pursuant to the authority contained in Chapter 166, Florida Statutes, the Charier of the City, and under and pursuant to Resolution No. 2013 -12 adopted by the City Council of the City on April 23, 2013 ( the " Resolution ") and a Loan Agreement dated May 6, 2013 ( the " Agreement'), between the City and Pinnacle Public Finance, Inc. The terms defined in the Resolution and the Agreement shall retain the meanings set forth therein when used in this Certificate unless the context clearly indicates another meaning is intended. Other terms used in this Certificate shall have the meanings set forth for same in other provisions hereof or in the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations promulgated thereunder and under the Internal Revenue Code of 1954, as amended ( collectively, the " Code "), or in the Regulations applicable thereto, in each case unless the context clearly indicates another meaning is intended. 2. PURPOSE. The Note is being issued for the purpose of refinancing the principal portion of the outstanding City of Fort Walton Beach, Florida Capital Improvement Revenue Bonds, Series 2001 ( the ' Refunded Bonds "), as described in the Resolution and the Agreement. 3. PAYMENT OF NOTE. The City has agreed pursuant to the Resolution to pay principal and interest on the Note semi -annually on January 1 and July 1 of each year, all in accordance with the terms of the Agreement. 4. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the Note and with respect to the proceeds thereof: NET PROCEEDS OF THE NOTE. The amount of proceeds received by a) the City from the Note ( the ' Net Proceeds "), consists of the principal amount of 4, 470,610.  b) NO OVERISSUANCE OF THE NOTE. Taking into account other available funds, the amount of Net Proceeds necessary to refund the principal portion of the Refunded Bonds equals or exceeds the Net Proceeds. c) FUNDS AND ACCOUNTS. The City has created and established a special separate fund to be called the " City of Fort Walton Beach, Florida Capital Improvement Refunding Revenue Note, Series 2013 Sinking Fund" ( hereinafter called the " Sinking Fund "). On or before the Business Day prior to each date fixed for the payment of principal or interest on the Note, the City shall deposit to the Sinking Fund from legally available Non -Ad Valorem Revenues budgeted and appropriated pursuant to the covenant contained in the Agreement the amounts sufficient to pay the interest and principal becoming due on the Note on the next payment date therefor. The amounts remaining on deposit in the Sinking Fund on the day following the respective interest or principal payment may be withdrawn by the City and applied for other City purposes. In no event shall any moneys remain on deposit in the Sinking Fund for a period greater than 13 months. d) DEBT SERVICE FUNDS. Except for the Sinking Fund, the City has not created and established, and does not expect to create or establish any fund in connection with the Note that is reasonably expected to be used to pay debt service on the Note. The Sinking Fund will be used primarily to achieve a proper matching of revenues and debt service within each Note year and will be depleted at least annually except for a reasonable carryover amount not to exceed the greater of ( i) one year's earnings on amounts in the Sinking Fund, or ( ii) one -twelfth of annual debt service on the Note. Amounts deposited in the Sinking Fund will be used to pay debt service on the Note within a thirteen month period beginning on the date of deposit therein, and any income earned from the investment of such amounts will be retained in the Sinking Fund. e) NO OTHER FUNDS. Other than the Sinking Fund, no other funds or accounts have been or are expected to be established pursuant to any instrument which secures or otherwise relates to the Note. 5. YIELD. For purposes of this Certificate, bond yield is, and shall be, calculated in the manner provided in Treasury Regulations Section 1. 148 -4, and the provisions therein will be complied with in all respects. The term " bond yield" means, with respect to a bond or note, the discount rate that when used in computing the present value of all the unconditionally payable payments of principal and interest and all the payments for a qualified guarantee paid and to be paid with respect to the bond or note produces an amount equal to the present value, using the same discount rate, of the issue price of the bond or note as of the issue date. In computing the purchase price of the Note, which is equal to the issue price, the City did not take into consideration the costs of issuance. The purchase price of the Note, therefore, is $ 4, 470, 610 ( the principal amount). For purposes hereof, yield is, and shall be, calculated on a 360 -day year basis with interest compounded semiannually. The yield on the Note calculated in the above- described manner is 2.2997% and is herein referred to as the " Note Yield." Such Note Yield has been calculated by the City' s Financial Advisor, Public Financial Management, Inc. It should be noted, however, that such yield may, under certain circumstances set forth in the Treasury Regulations, be subject to recalculation. The purchase price of all obligations other than certain tax -exempt investments Taxable Obligations ") to which restrictions as to yield under this Certificate apply shall be calculated using ( i) the price, taking into account discount, premium, and accrued interest, as applicable, actually paid or ( ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury, The City will acquire all such Taxable Obligations directly from the United States Treasury or in arms length transactions without regard to any amounts paid to reduce the yield on such Taxable Obligations and the City will not pay or permit the payment of any amounts to reduce the yield on any Taxable Obligations. 6. FURTHER CERTIFICATIONS. The City will neither take nor permit any action which would cause the Note to become a Private Activity Bond ( as such term is defined in the Code), including, without limitation, any sale, lease, management or similar use of the Project to or by any person other than a governmental unit. None of the Gross Proceeds of the Note is expected to be used directly or indirectly in any trade or business carried on by any person other than a governmental unit. No bonds or other obligations of the City ( a) were sold in the 15 days preceding the date of sale of the Note or ( b) were sold or will be sold within the 15 days after the date of sale of the Note, pursuant to a common plan of financing with the plan for the issuance of the Note and payable out of substantially the same source of revenues. The City does not expect that the proceeds of the Note will be used in a manner that would cause the Note to be an arbitrage bond under Section 148 of the Code. The City does not expect that the proceeds of the Note will be used in a manner that would cause the interest on the Note to be includable in the gross income of the holder of the Note under Section 103 of the Code. 7. AMENDMENTS. The provisions hereof need not be observed and this Certificate may be amended or supplemented at any time by the City if, in each case, the City receives an opinion or opinions of Note Counsel that the failure to comply with such provisions will not cause, and that the terms of such amendment or supplement will not cause, the Note to become an arbitrage bond under Section 148 of the Code, or