Fort Walton Beach Council agenda — 04-12-11 regular — reading text

companies across America. Audit Integrity looked beyond the raw data typically reported in companies' income statements and balance sheets, using a proprietary AGR analysis of accounting and governance factors historically linked to fraud and increased shareholder risk. Overall, fewer than five percent of public companies surveyed make Audit Integrity' s list. Forthe complete 2010 list, go to http : /www / forbes com/ 2010 /08/ 05/ most -trustworthy- companies- r) ersonal- finance- audit- integrity.html . Hancock Bank consistently rates as one of the nation' s strongest, safest financial institutions. U.S. Banker magazine listed Hancock 12th in America' s Top 25 financial institutions, and the American Bankers Association Banking Journal named Hancock Bank one of America' s Top 25 banks. For the past 21 consecutive years, BauerFinancial, a leading independent bank analysis and research firm, has ranked Hancock Bank in the top 20 percent of the country's most financially sound banks. Hancock Holding Company has assets of approximately $8.2 billion. More corporate information and e- banking are available at www.hancockbank. com. 30— 440 ry aa: r Packet Pg. 74  EXHIBIT B Form of Loan Agreement c M JO 61 C E d O CL E R Q tC U 0 N C O r O Nd ONN r t3 C G1 cm Q C O w 3 O N w C d 0 V r+ a  LOAN AGREEMENT Between CITY OF FORT WALTON BEACH, FLORIDA and HANCOCK BANK Dated April , 2011  TABLE OF CONTENTS Page SECTION1. 1 DEFINITIONS .......................................................... ............................... SECTION 2. 4 INTERPRETATION ................................................ ............................... SECTION3. 4 THE LOAN ............................................................... ............................... SECTION 4. DESCRIPTION OF NOTE ....................................... ............................... 4 SECTION 5. 5 EXECUTION OF NOTE .......................................... ............................... SECTION 6. 5 REGISTRATION AND TRANSFER OF NOTE .... ............................... SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST ..................6 SECTION8. 7 FORM OF NOTE ..................................................... ............................... 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. TAX COMPLIANCE ............................................. ............................... I1 SECTION15. 12 NOTICES ................................................................ ............................... SECTION 16. 12 EVENTS OF DEFAULT DEFINED ...................... ............................... SECTION17. 13 REMEDIES ............................................................ ............................... SECTION 18. NO RECOURSE ..................................................... ...............................13 SECTION 19. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND 13 HOLIDAYS...................................................... ............................... SECTION20. 14 DEFAULT RATE ................................................... ............................... SECTION21. 14 DEFEASANCE ...................................................... ............................... SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS ....................14 SECTION 23. BINDING EFFECT ................................................ ...............................14 SECTION 24. 14 SEVERABILITY .................................................... ............................... SECTION 25. 14 EXECUTION IN COUNTERPARTS .................... ............................... SECTION 26. 15 APPLICABLE LAW .............................................. ...............................  This LOAN AGREEMENT made and entered as of April , 2011, by and between the CITY OF FORT WALTON BEACH, FLORIDA ( the " City ") and HANCOCK BANK, (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 $ in aggregate principal amount of its Capital Improvement Revenue Note, Series 2011 ( the " Note "), for the principal purpose of financing the purchase of a fire truck and certain equipment for its municipal golf course ( the " Project "); and WHEREAS, the Lender has agreed to lend the City the aggregate principal amount of $ in exchange for City issuing the Note for the benefit of the Lender; and WHEREAS, the City has determined that it is in the best interest of the health, safety, and welfare of the City and the inhabitants thereof that the City covenant to budget and appropriate from its Non -Ad Valorem Revenues ( defined herein) amounts sufficient to repay the principal of and interest on the Note when due as provided herein; 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, the City Charter and other applicable provisions of law. 1  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