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

other applicable section of the Code, or otherwise cause interest on the Note to become includable in gross income for federal income tax purposes under the Code. 8. NOTE NOT FEDERALLY GUARANTEED. Payment of debt service on the Note is not directly or indirectly guaranteed in whole or in part by the United States, within the meaning of Section 149( b) of the Code. None of the Net Proceeds will be invested directly or indirectly in federally insured deposits or accounts. 9. NOTE NOT HEDGE BOND. It is reasonably expected that not less than 85% of the net proceeds of the Note will be used to carry out the governmental purposes of the Note within three years from the date hereof. None of the Net Proceeds of the Note is reasonably expected to be invested in nonpurpose investments having a substantially guaranteed yield for four years or more ( including but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account any expectations or assumptions as to the occurrence of changes in market interest rates or of federal tax law or regulations or rulings thereunder. These reasonable expectations are not based on any prepayments of items other than items which are customarily prepaid. 10. ADDITIONAL COVENANTS. The City further agrees to ( a) impose such limitations on the investment or use of moneys or investments related to the Note, b) make such rebate payments to the United States Treasury, ( e) maintain such records, d) perform such calculations, ( e) enter into such agreements, ( t) to apply all proceeds of the Note for costs of the Project and in a manner consistent with the provisions of the Agreement, and ( g) perform such other acts as may be necessary under the Code to preserve the exclusion from gross income for purposes of federal income taxation of interest on the Note, which it may lawfully do. 11. INFORMATION. The City agrees to file all information statements as may be required by the Code. 12. VALUATION AND MARKET PRICE RULES. In determining the amounts on deposit in any fund or account for purposes of this Certificate, the " market price rules" set forth in the Code shall apply. 13. NO REPLACEMENT. No portion of the amounts received from issuance, conversion, sale or remarketing of the Note will be used as a substitute for other funds which were otherwise to be used for the payment of debt service on the Note, and which have been or will be used to acquire, directly or indirectly, obligations producing a yield in excess of the Note Yield. 14.NO ADVERSE ACTION. The City has neither received notice that its Certificate may not be relied upon with respect to its issues, nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge and belief there are no facts, estimates or circumstances other than those expressed herein that materially affect the expectations herein expressed, and, to the best of my knowledge and belief, the City's expectations are reasonable. I further represent that the City expects and intends to be able to comply with the provisions and procedures set forth herein, including Section 148 of the Code. IN WITNESS WHEREOF, I have hereunto set my hand as of the 6th day of May, 2013. CITY OF FORT WALTON BEACH, FLORIDA Michael Beedie, City Manager  2. 4 GENERAL CLOSING CERTIFICATE We, Michael Beedie, City Manager of the City of Fort Walton Beach, Florida ( the City"), and Helen Spencer, City Clerk, are delivering this Certificate relating to the issuance of the $ 4,470, 610 City of Fort Walton Beach, Florida Capital Improvement Refunding Revenue Note, Series 2013 ( the " Note ") to Pinnacle Public Finance, Inc. ( the Purchaser "). The Note is being issued pursuant to that certain Resolution No. 2013 -12, adopted by the City Council of the City on April 23, 2013 ( the " Resolution") and that certain Loan Agreement between the City and Pinnacle Public Finance, Inc., dated May 6, 2013 ( the " Loan Agreement "). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. We hereby certify, to the best of our knowledge, as follows: 1. The City has complied or is presently in compliance with all agreements related to the Note, the Resolution and the Loan Agreement and has satisfied all conditions on its part to be observed or satisfied under the Note, the Resolution and the Loan Agreement at or prior to the date hereof. 2. The City is not presently in default nor has it been in default since December 31, 1975, as to the payment of principal or interest with respect to any obligations issued by it. 3. No litigation or other proceedings are pending or threatened in any court or other tribunal, state or federal ( a) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution, delivery or adoption, as applicable, of the Note, the Resolution or the Loan Agreement ( collectively, the " City Documents "), or ( b) in any way questioning or affecting the validity of any provisions of the City Documents, or ( c) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the Note, or of any provision, program or transactions made or authorized for its payment, or ( d) questioning or affecting the organization or existence of the City or the authority of any of its officers to perform all required actions in connection with the issuance and sale of the Note as contemplated by the City Documents, or ( e) which may result in any material adverse change in the business, properties, assets or financial condition of the City. 4. The City is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, material resolution, material financial agreement or other material financial instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of the City Documents and the adoption of the Resolution and compliance with the provisions on the City' s part contained therein, will not conflict with or constitute a material breach of or default under, any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and any such execution, delivery, adoption or compliance will not 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 under the terms of any such ordinance, law, regulation or instrument, except as expressly provided by the Note. 5. The execution and delivery of the City Documents has been duly authorized by all necessary action of the City's governing body and such action is in compliance with State and federal laws applicable to the City Documents. 6. The interest rate on the Note is in compliance with the maximum interest rate provisions contained in Section 215. 84, Florida Statutes. IN WITNESS WHEREOF, we hereunto set our hands as of the 6th day of May, 2013. City Manager City Clerk  2. 5 CERTIFICATE AS TO SPECIMEN NOTE 1, Helen Spencer, the undersigned City Clerk of the City of Fort Walton Beach, Florida ( the " City "), DO HEREBY CERTIFY that attached hereto as Exhibit " A" is a specimen of the $ 4, 470,610 City of Fort Walton Beach, Florida Capital Improvement Refunding Revenue Note, Series 2013, dated its date of delivery, in fully registered form, this day delivered to Pinnacle Public Finance. Inc. (the ' Purchaser ") and that Purchaser is the registered owner of such obligation on the registration books of the City as of the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand as of the 6th day of May, 2013. City Clerk NO. R -1 CITY OF FORT WALTON BEACH, FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2013 STATED MATURITY DATE. DATE OF ISSUE, RATE OF INTEREST 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 07/ 01/ 2020 233, 083. 00 07/ 01/ 2021 238, 399. 00 07/ 01/ 2022 243, 347. 00 07/ 01/ 2023 252, 694.00 Page 1 of 5  Date Due Amount 07/ 01/ 2024 $ 256, 506. 00 07101/ 2025 259, 906.00 07/ 01/ 2026 267, 883. 00 07/ 01/ 2027 275, 295. 00 07/ 01/ 2028