Fort Walton Beach Resolution — 2026-02 Authorizing Issuance of Revenue Note-Preston Hood Expansion Loan $7,500,000 — reading text

Lender to provide the City with a not to exceed $ 7, 500, 000 term loan. All actions taken by the City's staff, the City's financial advisor and the City's bond counsel with respect to the Request for Proposals and the Proposal prior to the date thereof and the date hereof in connection with the Request for Proposals and the Loan are hereby ratified and approved. Section 4. Authorizing and Award of Note. The issuance by the City of a not to exceed $ 7, 500, 000 principal amount Capital Improvement Revenue Note, Series 2026, to secure the repayment of the Loan in accordance with the terms of the Loan Agreement, to bear interest at a rate determined in accordance with the provisions of the Proposal and not exceeding the maximum legal rate per annum, to be payable, to mature, to be subject to prepayment and to have such other characteristics as are provided in the Loan Agreement; and secured by a covenant of the City to budget and appropriate from legally available non-ad valorem funds each year 2 monies sufficient to pay the principal and interest on the Note as set forth in the Loan Agreement, is hereby authorized and approved. Section 5. Approval of Loan Agreement and Note. The Loan Agreement, in the form attached hereto as Exhibit A, and the Note, in the form attached to the Loan Agreement, are each hereby approved in substantially final form, with such modifications as may be approved by the Mayor, or in his absence or unavailability, the Mayor Pro-Tern, in order to comply with the provisions of the Proposal, including, without limitation, a modification of the principal amount thereof( not to exceed 7, 500, 000), such approval to be conclusively determined by his execution thereof and the execution and delivery thereof by the Mayor or Mayor Pro- Tern and the City Clerk, ( or any designated Deputy City Clerk) who are all hereby authorized to execute and deliver such instruments and to take such other actions as shall be necessary to implement the Loan upon the advice of the City's financial advisor, the office of the City Attorney and the City's bond counsel. Section 6. Authorization of Project; General Authorization. The Mayor, or in his absence or unavailability, the Mayor Pro- Tem, City Manager, City Attorney, City Clerk ( or any designated Deputy City Clerk), City staff, the City's financial advisor and the City's bond counsel, are each hereby authorized to take all action necessary in connection with the financing of the Project, the issuance of the Note and the execution and delivery of the Loan Agreement and the other documents, certificates and opinions related thereto. Such parties are additionally hereby authorized to take any other action necessary or required in connection with the issuance of the Note. Section 7. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 8. Severability. In the event that any portion or section of this Resolution is determined to be invalid, illegal or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Resolution shall remain in full force and effect Section 9. Effective Date. 3  This Resolution shall take effect immediately upon approval by the City Council. Adopted: January 27, 2026 Nic leg - tto u . • r Attest: Approved fir form and legal sufficiency: Ki 2 .Barnes, City Clerk I}'*;- 47 Jeffrey L. % I"".If' ity Attorney 1,5 WAL rok szt FLOtiIO/ 4 { 4  EXHIBIT A FORM OF LOAN AGREEMENT  NGN Draft No. 2 1/ 20/ 26 889. 07 LOAN AGREEMENT Between CITY OF FORT WALTON BEACH, FLORIDA and WEBSTER BANK PUBLIC FINANCE CORPORATION Dated as of January 29, 2026  NGN Draft No. 2 1/ 20/ 26 889. 07 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. INTERPRETATION 4 SECTION 3. THE LOAN 4 SECTION 4. DESCRIPTION OF THE NOTE 4 SECTION 5. EXECUTION OF NO IE 5 SECTION 6. REGISTRATION AND TRANSFER OF NOTE 5 SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST 6 SECTION 8. FORM OF NOTE 7 SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE CITY 7 SECTION 10. COVENANTS OF THE CITY 8 SECTION 11. APPLICATION OF NOTE PROCEEDS 11 SECTION 12. CONDITIONS PRECEDENT 11 SECTION 13. REPRESENTATIONS AND WARRANTIES 12 SECTION 14. TAX COMPLIANCE 13 SECTION 15. NOTICES 13 SECTION 16. EVENTS OF DEFAULT DEFINED 14 SECTION 17. REMEDIES 15 SECTION 18. NO RECOURSE 15 SECTION 19. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS 15 SECTION 20. DEFAULT RATE 15 SECTION 21. DEFEASANCE 15 SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS 16 SECTION 23. BINDING EFFECT 16 SECTION 24. SEVERABILITY 16 SECTION 25. EXECUTION IN COUNTERPARTS 16 SECTION 26. APPLICABLE LAW 16 SECTION 27. PARTICIPATION OF AGREEMENT AND NOTE FROM THE LENDER TO SNFC 16  This LOAN AGREEMENT made and entered as of January 29, 2026 ( the Agreement"), by and between the CITY OF FORT WALTON BEACH, FLORIDA (the City") and WEBSTER BANK PUBLIC FINANCE CORPORATION, a Massachusetts corporation and wholly owned subsidiary of Webster Bank, National Association ( the Lender"). WITNES SETH WHEREAS, the City has determined that it is necessary, desirable and in the best interests ofthe City that the City issue$ 7, 500, 000 in original principal amount of its Capital Improvement Revenue Note, Series 2026 ( the " Note"), for the principal purpose of fmancing an expansion to the City' s Recreation Center, together with such other capital projects as may be approved by the Council (the " Project"); and WHEREAS, the Lender has agreed to lend the City the principal amount of 7, 500, 000 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. 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. Bond Counsel" means Nabors, Giblin& Nickerson, P.A., Tampa, Florida. 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. Closing Date" means January 29, 2026. 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 of Fort Walton Beach, Florida. Event of Default" has the meaning assigned in Section 12. 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 PFM Financial Advisors LLC, 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. Lender" means Webster Bank Public Finance Corporation, as initial registered owner of the Bond,