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

invalidate or render unenforceable any other provision hereof. SECTION 25. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 14  SECTION 26. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. CITY OF FORT WALTON BEACH, FLORIDA Mike Anderson, Mayor Attest: Approved for form and legal sufficiency: Helen Spencer, City Clerk Hayward Dykes, City Attorney 15  EXHIBIT A FORM OF NOTE NO. R -1 CITY OF FORT WALTON BEACH, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2011 RATE OF INTEREST MATURITY DATE DATE OF ISSUE 2. 55% April 1, 2021 April _, 2011 REGISTERED OWNER: Hancock Bank PRINCIPAL AMOUNT: $ 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 April , 2011 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 quarterly on each January 1, April 1, July 1 and October 1, commencing July 1, 2011 and at the maturity of the Note. Principal due on this Note shall be paid each January 1, April 1, July 1 and October 1, commencing July 1, 2011, in the amounts set forth below: Date Due Amount 07/ 01/ 11 10/ 01/ 11 01/ 01/ 12 04/ 01/ 12 07/ 01/ 12 10/ 01/ 12 01/ 01/ 13 A -1  Date Due Amount 04/ 01/ 13 07/ 01/ 13 10/ 01/ 13 01/ 01/ 14 04/ 01/ 14 07/ 01/ 14 10/ 01/ 14 01/ 01/ 15 04/ 01/ 15 07/ 01/ 15 10/ 01/ 15 01/ 01/ 16 04/ 01/ 16 07/ 01/ 16 10/ 01/ 16 01/ 01/ 17 04/ 01/ 17 07/ 01/ 17 10/ 01/ 17 01/ 01/ 18 04/ 01/ 18 07/ 01/ 18 10/ 01/ 18 01/ 01/ 19 04/ 01/ 19 07/ 01/ 19 10/ 01/ 19 01/ 01/ 20 04/ 01/ 20 07/ 01/ 20 10/ 01/ 20 01/ 01/ 21 04/ 01/ 21 The Note may be prepaid in whole, on any date prior to its maturity, 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 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, as set forth in Section 4 of the Agreement. Further, the Note may be prepaid in part on a scheduled payment date, prior to its maturity, at the option of the City, from any moneys legally available therefor, WN 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, as set forth in Section 4 of the Agreement. In the event of partial prepayment, the Loan shall be reamortized, utilizing the remaining principal balance over the remaining term of the Loan, as set forth in Section 4 of the Agreement. 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. 2011 -8 duly adopted by the City Council of the City on April 12, 2011 ( 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. This Note shall not constitute a lien upon the Project, 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. A -3  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 April , 2011. CITY OF FORT WALTON BEACH, FLORIDA Mike Anderson, Mayor Attest: Approved for form and legal sufficiency: Helen Spencer, City Clerk Hayward Dykes, City Attorney ME  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 0 and not as tenants in common J r C d UNIF TRANS MIN ACT E Cust.) 0 CL E Custodian for a under Uniform Transfers to Minors Act of U State) o 0 N Additional abbreviations may also be used though not in list above. 0 0 m 0NN r t4 Cd a 0 0 m c d E t r ca a