Fort Walton Beach Resolution — 2013-18--Finance Rec Center — reading text

....................................................... .............................. SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE CITY ...............7 SECTION 10. 8 COVENANTS OF THE CITY.. ................................ .............................. SECTION 11. APPLICATION OF NOTE PROCEEDS ................. ............................. 10 SECTION 12. 10 CONDITIONS PRECEDENT .................................. ............................. SECTION 13. REPRESENTATIONS AND WARRANTIES ....... ............................... 11 SECTION 14. 12 TAX COMPLIANCE ............................................... ............................. SECTION15. 12 NOTICES ................................................................_ ............................. SECTION 16. 13 EVENTS OF DEFAULT DEFINED ........................ ............................. SECTION17. 14 REMEDIES ............................................................. ............................... SECTION 18. 14 NO RECOURSE ....................................................... ............................. SECTION 19. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND 14 HOLIDAYS......................................................... ............................. SECTION 20. DEFAULT RATE .... ...._..._.............................................................. 14 SECTION 21. 14 DEFEASANCE ......................................................... ............................. SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS ....................15 SECTION 23. 15 BINDING EFFECT ................................................ ............................... SECTION 24. 15 SEVERABILITY ...................................................... ............................. SECTION 25. 15 EXECUTION IN COUNTERPARTS ...................... ............................. SECTION 26. 15 APPLICABLE LAW ................................................ ............................. SECTION 27. 15 JURY TRIAL WAIVER ....................................... .............................  This LOAN AGREEMENT made and entered as of June 28, 2013, by and between the CITY OF FORT WALTON BEACH, FLORIDA ( the " City ") and STI Institutional & Government, Inc., (the " Lender "). WITNESSETH WHEREAS, the City has determined that it is necessary, desirable and in the best interests of the City that the City issue $ 8, 500,000 in aggregate principal amount of its Capital Improvement Revenue Note, Series 2013A ( the " Note "), to finance the construction of improvements to the City' s recreational complexes including, but not limited to, the proposed consolidation of 4 ( four) buildings and the construction of 1 one) multipurpose building. The complex will also include a 10 ( ten) field sports complex and a 1 - mile exercise trail. In addition the City will finance an aerial truck and a fairway sweeper /vacuum ( collectively, the " Project ") and pay all or a portion of the costs associated with such Loan; and WHEREAS, the Lender has agreed to lend the City the aggregate principal amount of $8, 500, 000 in exchange for City issuing the Note for the benefit of the Lender; and WHEREAS, the Note shall not constitute a general obligation or indebtedness of the City as a " bond" within the meaning of any provision of the Constitution of the State, but shall be and is hereby declared to be a special, limited obligation of the City, the principal of and interest on which is payable solely from the Pledged Funds ( as defined herein) in the manner and to the extent provided herein, and the principal of and interest on the Note and all other payments provided for herein will be paid solely from the Pledged Funds, and it will never be necessary or authorized to levy taxes on any real property of or in the City to pay the principal of or interest on the Note or other payments provided for herein. Furthermore, neither the Note nor the interest thereon shall be or constitute a lien upon the Project or upon any other property of or in the City, other than the Pledged Funds in the manner and to the extent provided herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the parties do hereby agree as follows: SECTION 1. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: Act" means Chapter 166, Florida Statutes, Chapter 212, Florida Statutes, Part VI, Chapter 218, Florida Statutes the City Charter and other applicable provisions of law. Authorized Investments" means any obligations, deposit certificates, or other evidences of indebtedness legal for investment pursuant to law, to the extent not inconsistent with the terms of the investment policy of the City and applicable law.  Bond Counsel" means Nabors, Giblin & Nickerson, P. A., Tampa, Florida. Business Day" means any day of the year on which banks in Fort Walton Beach, Florida are not required or authorized by law to remain closed and on which the Lender and the Paying Agent and the New York Stock Exchange, Inc. are open for business. City" means City of Fort Walton Beach, Florida, a municipal corporation duly organized and validly existing under the laws of the State of Florida. City Manager" means the City Manager or any Assistant City Manager or Acting City Manager designated by the City Manager or the Council to act on his or her behalf or such other person as may be duly authorized to act on his or her behalf. Clerk" means the City Clerk or any Deputy Clerk designated by the Clerk to act on his or her behalf or such other person or persons as may be duly authorized to act on his or her behalf. Code" means the Internal Revenue Code of 1986, as amended, and the applicable Regulations, procedures and rules thereunder in effect or proposed. Council" means the City Council of the City. Federal Securities" means direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. Financial Advisor" means Public Financial Management, Inc., Orlando, Florida. Fiscal Year" means the period from October 1 to the succeeding September 30, or such other period as may be prescribed by law, Half -Cent Sales Tax Revenues" means the revenues received by the City from the State pursuant to Part VI, Chapter 218, Florida Statutes, or any successor provision of law thereto. Interest Payment Date" means January 1 and July I of each year, commencing January 1, 2014. Lender" means STI Institutional & Government, Inc., as initial registered owner of the Note, or its successor in interest or its assigns. Mayor" means the Mayor of the Council, acting on behalf of the Council, and in his absence or unavailability, the Mayor Pro -tem of the Council, and such other person or persons as may be duly authorized to act on their behalf.  Note" means the Note of the City delivered to the Lender in substantially the form attached hereto as Exhibit A with such modifications thereto as may be approved by the Mayor, upon the advice of the City Attorney and Bond Counsel, such approval to be presumed by the Mayor's execution thereof. Paying Agent" means the Clerk. Person" or words importing persons, means firms, associations, partnerships including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons. Pledged Funds" means, ( i) until applied in accordance with the provisions of this Loan Agreement, all moneys, including investments thereof, in the Sinking Fund established hereunder and ( ii) the Half -Cent Sales Tax Revenues. Project" shall have the meaning set forth in the WHEREAS clauses hereof. Register" means the books maintained by the Registrar in which are recorded the names, and addresses of the holder of the Note. Registrar" means the Person maintaining the Register. The Registrar shall be the Clerk. Regulations" means the Income Tax Regulations promulgated by the Internal Revenue Service under Sections 103, 141 through 150 and 265 of the Internal Revenue Code of 1986 in effect from time to time. Resolution" means Resolution No. 2013 - 18, adopted by the Council on June 25, 2013. Sinking Fund" means the fund created and established pursuant to Section 10( D) hereof. State" means the State of Florida. Stated Rate" shall mean 2. 69% subject to adjustment as follows: the interest rate shall be adjusted ( retroactively, if necessary) to provide the Lender with the same after - tax yield on the Note if there occurs a final determination by the Internal Revenue Service or a court that interest on the Note is not excluded from gross income for federal tax income tax purposes or the Note is determined not to be a " qualified tax -exempt obligation" within the meaning of section 265( b)( 3)( B) of the Code. A separate default rate applies upon the occurrence of an Event of Default, as set forth in Section 20 hereof. SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of