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

under the terms of this Agreement); B. Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Agreement for a period of 60 days after written notice, except to the extent some other grace period shall be provided in regard to a covenant, specifying such failure and requesting that it be remedied, is given to the City by the Lender, unless the Lender shall agree in writing to an extension of such time prior to its expiration; C. Any warranty, representation or other statement by the City or by an officer or agent of the City contained in this Agreement or in any instrument furnished in compliance with or in reference to this Agreement is false or misleading in any material adverse respect; D. A petition is filed against the City under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or such petition is not dismissed within 90 days of such filing; E. The City files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of 14 debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; or F. The City admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian including without limitation a receiver, liquidator or trustee) of the City or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 90 days. SECTION 17. REMEDIES. The Lender may sue to protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, of the United States of America, or granted and contained in this Agreement, and to enforce and compel the performance of all duties required by this Agreement or by any applicable laws to be performed by the City, the Council or by any officer thereof, and may take all steps to enforce this Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. Upon the occurrence of an Event of Default specified in Section 16. A., D., E. or F., the Lender may, by written notice to the City, declare all payments of principal and interest on the Note to be immediately due and payable. SECTION 18. NO RECOURSE. No recourse shall be had for the payment of the principal of and interest on the Note or for any claim based on the Note or on this Agreement, against any present or former member or officer of the Council or any person executing the Note. SECTION 19. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Agreement, shall be other than a Business Day, then such payment or performance shall be made on the succeeding Business Day with the same force and effect as if done on the nominal date provided in this Agreement, provided that interest on any monetary obligation hereunder shall accrue at the applicable rate to and including the date of such payment. SECTION 20. DEFAULT RATE. Upon the occurrence of any Event of Default set forth in Section 16. A., D., E. or F. above commencing from the date of such Event of Default until such Event of Default is remedied or the amounts due hereunder are paid in full, the Note shall bear interest at the Default Rate. The Default Rate shall be equal to the Stated Rate, plus 2% per annum, not to exceed the maximum rate permitted by law. SECTION 21. DEFEASANCE. If, at any time, the City shall have paid, or shall have made provision for payment of, the principal and interest with respect to the Note and all costs and expenses of the Lender payable under this Agreement, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the Lender shall be no 15 longer in effect and the City shall have no further obligation to comply with the covenants contained in Section 10 hereof, other than the covenant contained in paragraph ( A) of Section 10. For purposes of the preceding sentence, deposit of Federal Securities in irrevocable trust with a banking institution or trust company, for the sole benefit of the Note, with respect to which Federal Securities the principal of and interest will be sufficient to make timely payment of the principal and interest on the Note, shall be considered provision for payment." SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS. This Agreement may be amended by the City, with the prior written consent of the Lender. SECTION 23. BINDING EFFECT. To the extent provided herein, this Agreement shall be binding upon the City and the Lender and shall inure to the benefit of the City and the Lender and their respective successors and assigns. SECTION 24. SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not 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. SECTION 26. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State. SECTION 27. NO ADVISORY OR FIDUCIARY RELATIONSHIP; ROLE OF LENDER. In connection with all aspects of each transaction contemplated hereunder ( including in connection with any amendment, waiver or other modification hereof or of any other documents related hereto), the City acknowledges and agrees, that: a) ( i) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, ( ii) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and any other loan documents, ( iii) the Lender and their representatives are not registered municipal advisors and are not providing advice to the City with respect to any municipal financial products or the issuance of municipal securities( including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engaging in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/ or investment advisory services and( iv) the Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the City with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto ( irrespective of whether the Lender has provided other services or is currently providing other services to the City on other matters); ( b) ( i) the Lender is and has been acting solely as a principal and, except as 16 expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the City, or any other person and( ii) the Lender has no obligation to the City, with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other loan documents; and ( c) the Lender is acting in its own interests and may be engaged in a broad range of transactions that involve interests that differ from those of the City, and the Lender has no obligation to disclose any of such interests to the City. To the fullest extent permitted by law, the City hereby waives and releases any claims that it may have against the Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. If the City would like a municipal advisor in this transaction that has legal fiduciary duties to the City, the City is free to engage a municipal advisor to serve in that capacity. The transactions contemplated herein and the Note are delivered, pursuant to and in reliance upon the bank exemption and/ or the institutional buyer exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Bal- 1 et seq, to the extent that such rules apply to the transactions contemplated hereunder. COUN 1'hRPART SIGNATURE PAGES TO FOLLOW] 17  IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. CITY OF FORT WALTON BEACH, FLORIDA Nic Allegretto, Mayor Attest: Approved for form and legal sufficiency: Kim M. Barnes, City Clerk Jeffrey L. Burns, City Attorney WEBSTER BANK PUBLIC FINANCE CORPORATION Kevin King, Senior Vice President 18  EXHIBIT A FORM OF NOTE NO. R- 1 7, 500, 000 CITY OF FORT WALTON BEACH, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2026 RATE OF INTEREST MATURITY DATE DATE OF ISSUE 4. 08% July 1, 2040 January 29, 2026 REGISTERED OWNER: Webster Bank Public Finance Corporation PRINCIPAL AMOUNT: Seven Million Five Hundred Thousand Dollars ($ 7, 500, 000) KNOW ALL MEN BY THESE PRESENTS, that the City of Fort Walton Beach, Florida ( the " City"), for value received, hereby promises to pay from the sources hereinafter provided, to the registered owner stated above, or its registered assigns ( the Registered Owner"), the Principal Amount stated above, pursuant to the terms of that certain Loan Agreement dated as of January 29, 2026 ( the" Agreement") between the City and Webster Bank Public Finance Corporation ( the " Lender"), plus interest thereof from the Date of Issue set forth above to the date of payment thereof, at the Rate of Interest stated above 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. Interest on this Note shall be payable semiannually on each January 1 and July 1, commencing January 1, 2027 and at the maturity of the Note, and principal due on this Note shall be paid in annual installments each July 1, commencing July 1, 2027, in