Fort Walton Beach Council agenda — 04-23-13--regular — reading text

E Pack j Pgi =111 "  F11 .2. b 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 E obligations the principal of and interest on which are fully guaranteed by the United d States of America, none of which permit redemption prior to maturity at the option of the obligor. J Financial Advisor" means Public Financial Management, Inc., Orlando, Florida. m Fiscal Year" means the period from October 1 to the succeeding September 30, or such other period as may be prescribed by law. Interest Payment Date" means January 1 and July 1 of each year, commencing January 1, 2014. Lender" means Pinnacle Public Finance, 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 -tern of the Council, and such other person or persons as may be duly authorized to act on their behalf. Pacleet Pg;-f12  11. 2. b Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever other than ad valorem taxation and legally available to pay principal of and interest on the Note. 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, until applied in accordance with the provisions of this Loan Agreement, all moneys, including investments thereof, in the Sinking Fund established hereunder. Pledged Funds shall include all amounts transferred to the Sinking Fund as a result of the City's covenant to budget and appropriate Non -Ad Valorem Revenues contained herein. Refunded Bonds" means the City of Fort Walton Beach, Florida Capital Improvement Revenue Bonds, Series 2001. 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 -12, adopted by the Council on April 23, 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. 30% per annum subject to adjustment as follows: the interest rate shall be adjusted ( retroactively, if necessary) to provide the Lender with the Packet Pg. 113  11. 2. b 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. 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 the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 3. THE LOAN. A. Loan. The Lender hereby makes and the City hereby accepts the loan in the m principal amount of $4, 470, 610. 00 upon the terms and conditions herein. aC B. Disbursement of Proceeds. Proceeds of the loan shall be made available to d the City on the date of closing of the loan upon the written direction of the City. N M SECTION 4. DESCRIPTION OF NOTE. ( a) The loan shall be evidenced by the Note. The Note shall be dated as of the date of initial delivery thereof; shall mature on July 1, 2031, shall be in registered form; and shall bear interest from its M date until payment of the principal amount thereof, at the Stated Rate. Interest on the Note shall be payable semi- annually on each January 1 and July 1, commencing January 1, 2014 and at the maturity or earlier prepayment of the Note, calculated on a basis of 360 days comprised of twelve, 30 -day months. Principal shall be paid annually each July 1, d commencing July 1, 2014, in the amounts set forth in the form of Note attached hereto as a Exhibit A, as the same may be adjusted in accordance with the next succeeding paragraph m and the terms of the Note. m b) Prior to January 1, 2019 the Note may be prepaid in whole, but not in part, on any Interest Payment Date at the option of the CitY: from any moneys legally available s therefor, upon 10 days prior written notice to the Lender, by paying to the Lender 101% w of 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. o Beginning January 1, 2019 the Note may be prepaid in whole on any Interest Payment Date or in part on any July 1, commencing July 1, 2019, at the option of the City, from ° any moneys legally available therefor, upon 10 days prior written notice to the Lender, N without a prepayment premium, by paying to the Lender the principal amount of the Note a to be prepaid, together with unpaid interest accrued on the portion of such principal prepaid. In the event of partial prepayment, the Loan shall be reamortized, utilizing the E remaining principal balance over the remaining term of the Loan. PacketPg. 114  F- 1 1.2. 6 e) Upon written notice by the City to the Lender, as provided above, the outstanding principal amount of the Note or portion thereof, as indicated in such notice, shall become due and payable on the date of prepayment stated in such notice, together with interest accrued and unpaid to the date of prepayment of the outstanding principal amount or portion thereof of the Note. If on the date of prepayment moneys for the payment of the outstanding principal amount or portion thereof on the Note, together with interest to the date of prepayment on such principal amount or portion thereof, shall have been paid to the Lender as provided above, then from and after the date of prepayment, interest on the Note for the outstanding principal amount prepaid in whole or such portion of principal prepaid shall cease to accrue. If said money shall not have been so paid on the date of prepayment, the Note shall continue to bear interest until payment thereof at the Stated Rate. d) The Lender' s right, title and interest in and to this Agreement, the Note and any amounts payable by the City hereunder may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lender, without the necessity of obtaining the consent of the City; provided, that any such assignment, transfer or conveyance ( i) shall be made only to investors each of whom the Lender reasonably believes is a " qualified institutional buyer" as defined in Rule 144A( a)( 1) promulgated under the Securities Act of 1933, as amended, and is purchasing this Agreement and the Note ( or any interest therein) for its own account with no present intention to resell or distribute this Agreement and the Note ( or interest therein), subject to each investor' s right at any time to dispose of the Agreement and the Note ( or any interest therein) as it determines to be in its best interests and ( ii) shall not result in more than 35 owners of Lender' s rights and interests under this Agreement and the Note or the creation of any interest in this Agreement and the Note in an aggregate principal amount that is less than 100, 000. Unless to an affiliate controlling, controlled by or under common control with the Lender, no assignment, transfer or conveyance permitted by this Section 4( d) shall be effective until the City shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Lender notifies the City of its intent to