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

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. 2  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. or words importing persons, means firms, associations, partnerships Person" 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. 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. 2026- 02, adopted by the Council on January 27, 2026. Sinking Fund" means the fund created and established pursuant to Section 10( D) hereof. State" means the State of Florida. Stated Rate" shall mean 4. 08% per annum. 3  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 from the Lender, a loan in the principal amount of $7, 500, 000 ( the " Loan") upon the terms and conditions herein. B. Disbursement of Proceeds. Proceeds of the Loan shall be made available to the City on the date of closing of the Loan for deposit into the Project Fund established hereunder and payment of costs of issuance relating to the Loan. SECTION 4. DESCRIPTION OF THE NOTE. The Loan shall be evidenced by the Note. The Note shall be delivered to and purchased by the Lender on the date of closing and shall bear interest at the Stated Rate. The Note shall be dated as of the date of initial delivery thereof; shall mature on July 1, 2040, shall be issued in the form of a single, fully registered note; and shall bear interest from its date of delivery until payment of the principal amount thereof, at the Stated Rate. Interest on the Note shall be payable semiannually on each January 1 and July 1, commencing January 1, 2027 and at the maturity of the Note, calculated on a basis of 360 days comprised of twelve, 30- day months. Principal shall be paid annually each July 1, commencing July 1, 2027, in the amounts set forth in the form of Note attached hereto as Exhibit A. The Note may be prepaid on July 1, 2030, and any payment date thereafter, at the option of the City, in whole or in part, from any moneys legally available therefor, upon 30 days prior written notice to the Lender, 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, at the following prices: July 1, 2030— June 30, 2032 101% July 1, 2032 and thereafter 100 Partial redemptions ( i) must be in an aggregate principal amount of not less than 300, 000, ( ii) unless otherwise agreed to by the City and the Lender, shall be credited to principal installments payable on the Note, in inverse order of principal installments due, and( iii) shall occur no more than once during any consecutive 12- month period. 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 4 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. SECTION 5. EXECUTION OF NOTE. The Note shall be executed in the name of the City by the Mayor, and attested and countersigned by the Clerk, and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Note may be signed and sealed on behalf of the City by any person who at the actual time of the execution of such Note shall hold such office in the City, although at the date of such Note such person may not have been so authorized. The Note may be executed by the facsimile signatures of the Mayor or Clerk. SECTION 6. REGISTRATION AND TRANSFER OF NOTE. The Note shall be and shall have all the qualities and incidents of negotiable instruments under the Uniform Commercial Code- Investment Securities Laws of the State of Florida, and each registered owner, in accepting the Note, shall be conclusively deemed to have agreed that such Note shall be and have all of the qualities and incidents of negotiable instruments thereunder. There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of the Note is shown on the Register shall be deemed the owner thereof by the City and the Registrar, and any notice to the contrary shall not be binding upon the City or the Registrar. The City and the Registrar may treat the registered owner as the absolute owner of the Note for all purposes, whether or not the Note shall be overdue, and shall not be bound by any notice to the contrary. Ownership of the Note may be transferred only upon the Register, and only to( i) an affiliate of the registered owner of the Note or ( ii) banks, insurance companies or other fmancial institutions or their affiliates. Nothing herein shall limit the right of the registered owner of the Note to sell or assign participation interests in the Note to one or more entities listed in (i) or ( ii) above. Assignment of the Note shall without further action be deemed to assign the registered owner's interest under this Agreement. Upon surrender to the Registrar for transfer or exchange of the Note accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the registered owner or its attorney duly authorized in writing, the Registrar 5 shall deliver in the name of the registered owner a new fully registered Note of the same maturity and interest rate and for the outstanding principal amount as the Note surrendered. The Note presented for transfer, exchange, or prepayment in whole ( if so required by the City or the Registrar) shall be accompanied by a written instrument of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the City or the Registrar, duly executed by the registered owner or by his duly authorized attorney. The Registrar or the City may require payment from the registered owner or his as the case may be, of a sum sufficient to cover any tax, fee or other transferee, governmental charge that may be imposed in relation thereto by any governmental body other than the City. Such charges and expenses shall be paid before any such new Note shall be delivered. The new Note delivered upon any transfer or exchange shall be a valid obligation of the City, evidencing the same debt as the Note surrendered, shall be secured under this Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the Note surrendered. Whenever any Note shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Note shall be canceled and destroyed by the Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the City. SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall be mutilated, or be destroyed, stolen or lost, upon the registered owner furnishing the Registrar proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur, the Registrar shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Note, if any, destroyed, stolen or lost, or in exchange and substitution for such mutilated Note, upon surrender of such mutilated Note, if any, to the Registrar and the cancellation thereof; provided, however, if the Note shall have matured or be about to mature, instead of issuing a substitute Note, the City may pay the same, upon being indemnified as aforesaid, and if such Note be lost, stolen or destroyed, without surrender thereof. Any Note surrendered under the terms ofthis Section 7 shall be canceled by the Registrar. Any such duplicate Note issued pursuant to this section shall constitute an original, additional contractual obligation on the part of the City whether or not, as to the duplicate Note, the lost, stolen or destroyed Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the special funds, as hereinafter pledged, to the same extent as the other Note issued hereunder. 6  SECTION 8. FORM OF NOTE. The Note shall be in substantially the form of Exhibit A hereto with