HomeMy WebLinkAboutAgreement_General_1/21/2021_Sterling Bank LOAN AGREEMENT
between
VILLAGE OF TEQUESTA, FLORIDA
and
STERLING NATIONAL BANK
Dated January 21,2021
Relating to:
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021
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TABLE OF CONTENTS
Page
SECTT(}NL DEFINITIONS------.--...--._..._--...........................2
SECTION 2. ...—._...—......--------.------.—.—...—.4
SECTION 3. TTTE[(}z\N.............................................................................................................4
SECTION 4. DESCRIPTION()F SERIES 2U2i NOTE. ............................................................4
SllC]7()N 5. EXE CUTION OF SERIES 202l NOTE.................................................................4
SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2021 NOTE. --------.. 5
SECTION 7. SERIES 2021 NOTE MUTILATED, T}EST}l(1YBT7, S1,()T.EN OR LOST..........6
SECTION 8. FORM ()F SERIES 202} NOTE. ........................................................................... 6
SECTION 0. SECURITY FOR NOTE......................................................................................... 6
SECTT{lNl0. COVENANTS (lF THE VILLAGE. ....................................................................7
SIlCTT[)N }|. APPLICATION OF NOTE PROCEEDS. ............................................................V
SECTI{)Nl2. ------.....—.........—..-----.--...4
SECTION T3. REPRESENTATIONS AND WARRANTIES................................................... l0
SECTION 14. TAX COMPLIANCE. _...._...........................—...--._—....—. 11
SECTT()Nl5. DESIGNATION TY} INTERNAL REVENUE CODE................. l2
SECTION [6. NOTICES............................................................................................................ l2
SECTION 17. EVENTS OF I)}5FAULJ.DEFINED.................................................................. 12
SECTU(lNl8. REMEDIES......................................................................................................... l3
SECTION l4. NO RECOURSE,................................................................................................ ]3
-
SECTION 20. PAYMENTS DUE ON SATURDAYS, STTNT)A\rS AND HOLIDAYS. ......... 14
SECTION 2[. DEFEASANCE..—...—..........—.—.----------------.--. !4
SECTION 22. WAIVER OF JURY TRIAL............................................................................... 14
SECTION 23. AMENDMENTS, CHf\N(lB0 AND MODIFICATIONS. ................................ 14
SECTION 24. BINDING EFFECT. ....._._.........___..—.._..._..—.....--.—._..-- 14
SECTION 25. SE\7ERABTLT1[Y................................................................................................ 14
SECTION 26. EXECUTION TN COUNTERPARTS. ............................................................... l4
SECTION 7/. APPLICABLE LAW; \JlIN[}E---.------------------.--.. 14
SlICI[(lN28. PARTICIPATION OF AGREEMENT AND NOTE. ........................................ l5
This LOAN AGREEMENT is made and entered as of January 21, 2021, by and between
VILLAGE OF TEQUESTA,FLORIDA(the"Village")and STERLING NATIONAL BANK(the
"Lender").
WITNESSETH
WHEREAS,the Village has a five-year capital improvement plan, as adopted from time to
time(the"CIP"), which provides for the acquisition, construction, improvement and equipping of
various public improvements, including but not limited to (i) construction of a new recreation
center; (ii) street and sidewalk improvements; (iii) other miscellaneous public safety and public
works improvements; and (iv) other parks and recreational improvements (collectively, the "CIP
Improvements"), and
WHEREAS,the Village Council hereby determines that it is necessary and appropriate for
the Village to undertake the implementation, acquisition, construction, improvement, equipping
and repair of a portion of the CIP Improvements (the "Series 2021 Project"); and
WHEREAS, the Village Council by a resolution adopted on January 14, 2021 (the
"Resolution"),authorized the issuance of not exceeding$6,890,000 Capital Improvement Revenue
Note, Series 2021 (the "Series 2021 Note"), for such purpose; and
WHEREAS, the Village has determined that it is in the best interest of the health, safety,
and welfare of the Village and the inhabitants thereof that the Village covenant to budget and
appropriate from the Non-Ad Valorem Revenues amounts sufficient to repay the principal of and
interest on the Series 2021 Note when due and all other amounts due hereunder and under the
Series 2021 Note; and
WHEREAS, the principal of and interest on the Series 2021 Note and all required sinking
fund,reserve and other payments shall be payable from Non-Ad Valorem Revenues of the Village
and secured by the Village's covenant to budget and appropriate from the Non-Ad Valorem
Revenues each year monies sufficient to pay the principal and interest on such Series 2021 Note,
as herein provided. The Village shall never be required to levy ad valorem taxes on any property
within its corporate territory to pay the principal of and interest on the Series 2021 Note or to make
any of the required sinking fund, reserve or other payments, and such Series 2021 Note shall not
constitute a lien upon any property owned by or situated within the corporate territory of the
Village; and
WHEREAS,the Series 2021 Note shall not constitute a general obligation or indebtedness
of the Village 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 Village, the principal of
and interest on which are payable from and secured solely by the Pledged Funds in the manner
herein provided, and the principal of and interest on the Series 2021 Note and all other payments
provided for herein, will be secured solely by the Pledged Funds, and it will never be necessary or
authorized to levy taxes on any real property of or in the Village to pay the principal of or interest
on the Series 2021 Note or other payments provided for herein. Furthermore, neither the Series
2021 Note nor the interest thereon, shall be or constitute a lien upon the Series 2021 Project or
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upon any other property of or in the Village other than the Pledged Funds in the manner 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 sufficiency 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 Charter of the Village of Tequesta, and
other applicable provisions of law.
"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 Village and applicable law.
"Business Day"means any day of the year on which banks in the city in which the principal
office of the Lender is located are not required or authorized by law to remain closed.
"Code" means the Internal Revenue Code of 1986, as amended, and any rules and
regulations promulgated thereunder.
"Council"means the Village Council of the Village.
"Debt Service"means, for any period or at any time,the principal of,premium,if any, and
interest on the Series 2021 Note for that period or at that time, whether due at maturity or
redemption or otherwise.
"Default Rate" means the lesser of(i) the rate otherwise payable on the Series 2021 Note
plus five percent (5%) and (ii)the maximum rate permitted by law.
"Federal Securities"means direct obligations of the United States of America.
"Fiscal Year"means the period from October 1 to the succeeding September 30.
"Lender" means Sterling National Bank which is making the loan to the Village pursuant
to the terms of this Agreement, and its successors and assigns.
"Loan"means the loan evidenced by the Series 2021 Note.
"Maturity Date"means October 1, 2040.
"Non-Ad Valorem Revenues" means all of the revenues of the Village derived from
sources other than ad valorem taxation and legally available to pay the principal of and interest on
the Series 2021 Note, subject to any prior liens or encumbrances on all or any specified portion
thereof, whether now existing or hereafter created.
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"Resolution" means the Resolution of the Village authorizing this Agreement, together
with any Resolution amendatory or supplemental thereto.
"Outstanding CBA Notes" means the Village's Promissory Note, Series 2002B, currently
outstanding in the principal amount of$598,181.36 and having a final maturity of September 13,
2022.
"Paying Agent"means the Village Clerk of the Village.
"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 the Non Ad Valorem Revenues budgeted, appropriated and
deposited by the Village for the payment of the Series 2021 Note and moneys and investment
income therefrom held in the funds and accounts created hereby.
"Principal Amount"means an aggregate amount of$6,890,000.
"Register"means the books maintained by the Registrar in which are recorded the names,
and addresses of the holder of the Series 2021 Note.
"Registrar"means the Person maintaining the Register. The Registrar shall be the Village
Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 of the Code in effect from time to time.
"Series 2021 Note"means the promissory note of the Village to the Lender in substantially
the form attached hereto as Exhibit A with such modifications thereto as may be approved by the
Village Manager, upon the advice of the Village Attorney and Bond Counsel, such approval to be
presumed by the Village Manager's execution thereof.
"Series 2021 Project" means the acquisition, construction, improvement and equipping of
various public improvements in accordance with the Village's Five-Year Capital Improvement
Plan, as amended and approved by the Village from time to time, including but not limited to (i)
construction of a new recreation center; (ii) street and sidewalk improvements; (iii) other
miscellaneous public safety and public works improvements; and (iv) other parks and recreational
improvements.
"Sinking Fund"means the fund created and established by the Village pursuant to Section
10(F)hereof.
"State"means the State of Florida.
"Village"means Village of Tequesta, Florida.
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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 Village hereby accepts the Loan in the
principal amount of$ upon the terms and conditions herein.
B. Disbursement of Proceeds, The Lender shall disburse the proceeds of the Loan on
the date of delivery to the Village upon the written direction of the Village.
SECTION 4. DESCRIPTION OF SERIES 2021 NOTE. The Loan shall be evidenced by
the Series 2021 Note. The Series 2021 Note shall be issued as a single note in fully registered
form,without coupons; shall be dated as of the date of its delivery; shall be in the amount equal to
$ ; shall bear interest on the outstanding principal amount thereof at a fixed annual rate
of 2,18% per annum, subject to adjustment as set forth on Exhibit A to the Form of Note attached
hereto. Interest shall be calculated on a 3 0-day month and 3 60-day year basis, and shall be payable
on April I and October 1 of each year, commencing April 1, 2021, and at maturity or upon earlier
prepayment of the principal amount of the Series 2021 Note. Principal of the Series 2021 Note
shall be payable as set-forth on the amortization schedule attached to the Series 2021 Note, with
the final maturity on October 1, 2040.
The Series 2021 Note may be prepaid in whole or in part prior to maturity on any payment
date at the option of the Village on or after January 21,2026. With respect to any such prepayment
prior to January 21,2031,the Village will pay a prepayment premium of I%of the amount prepaid.
Prepayments on or after January 21, 2031 shall be without prepayment premium. Written notice
of such prepayment shall be delivered to the Lender at least thirty(3 0)days prior to the prepayment
date.
The Village may exercise its right to prepay the Series 2021 Note in part no more than once
during any consecutive 12-month period and any such partial prepayment,(i)shall be in an amount
of at least$250,000 and not more than$1,500,000 and(ii)unless otherwise agreed to by the Village
and the Lender in writing, shall be credited to principal installments payable on the Series 2021
Note in inverse order of the principal installments due dates.
SECTION 5. EXECUTION OF SERIES 2021 NOTE. The Series 2021 Note shall be
executed in the name of the Village by the Village Manager, and attested and countersigned by the
Village Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced
thereon. The Series 2021 Note may be signed and sealed on behalf of the Village by any person
who at the actual time of the execution of the Series 2021 Note shall hold such office in the Village,
although at the date of the Series 2021 Note such person may not have been so authorized. The
Series 2021 Note may be executed by the facsimile signatures of the Village Manager or Village
Clerk.
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SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2021 NOTE. The Series
2021 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 the
registered owner, in accepting the Series 2021 Note, shall be conclusively deemed to have agreed
that such Series 2021 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 any Series 2021 Note is shown on the Register shall be
deemed the owner thereof by the Village and the Registrar, and any notice to the contrary shall not
be binding upon the Village or the Registrar. The Village and the Registrar may treat the registered
owner as the absolute owner of the Series 2021 Note for all purposes, whether or not such Series
2021 Note shall be overdue, and shall not be bound by any notice to the contrary.
Ownership of Series 2021 Note may be transferred only upon the Register, and only to (i)
an affiliate of the registered owner of the Series 2021 Note or (ii) banks, insurance companies or
other financial institutions or their affiliates. Assignment and re-registration of the Series 2021
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 Series 2021 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 shall
deliver in the name of the registered owner or the transferee or transferees, as the case may be, a
new fully registered Series 2021 Note of authorized denominations and of the same maturity and
interest rate and for the same aggregate principal amount as the Series 2021 Note surrendered.
Notwithstanding the foregoing, the Lender may assign participation interests in the Series 2021
Note to other lending institutions without the consent by the Village,provided that the Lender shall
give written notice of such participation to the Village within 30 days of the effective date thereof.
The Series 2021 Note presented for transfer, exchange, redemption or payment (if so
required by the Village or the Registrar) shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in the form and with guaranty of signature
in the form attached to the Series 2021 Note, duly executed by the registered owner or by his duly
authorized attorney.
The Village and the Registrar may charge the registered owner a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such
exchange or transfer following the delivery of the Series 2021 Note. The Registrar or the Village
may also require payment from the registered owner or his transferee,as the case may be, of a sum
sufficient to cover any tax, fee or other governmental charge that may be imposed in relation
thereto, other than a fee or charge imposed by the Village. Such charges and expenses shall be
paid before any such new Series 2021 Note shall be delivered.
The new Series 2021 Note delivered upon any transfer or exchange shall be a valid
obligation of the Village, evidencing the same debt as the Series 2021 Note surrendered, shall be
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secured under this Agreement, and shall be entitled to all of the security and benefits hereof to the
same extent as the Series 2021 Note surrendered.
Whenever the Series 2021 Note shall be delivered to the Registrar for cancellation, upon
payment of the principal amount thereof, or for replacement, transfer or exchange, such Series
2021 Note shall be cancelled and destroyed by the Registrar, and counterparts of a certificate of
destruction evidencing such destruction shall be furnished to the Village.
SECTION 7. SERIES 2021 NOTE MUTILATED, DESTROYED, STOLEN OR LOST.
In case the Series 2021 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 Village may prescribe and
paying such expenses as the Village may incur, the Registrar shall issue and deliver a new Series
2021 Note of like tenor as the Series 2021 Note so mutilated, destroyed, stolen or lost, in lieu of
or substitution for the Series 2021 Note so destroyed, stolen or lost, or in exchange and substitution
for such mutilated Series 2021 Note. Any Series 2021 Note for which a new Series 2021 Note has
been issued under the terms of this Section 7 shall be cancelled by the Registrar and deleted from
the Register and no longer on the entitled to the benefits and rights as to lien on and source and
security for payment from the special funds, as herein provided.
Any such duplicate Series 2021 Note issued pursuant to this section shall constitute an
original, additional contractual obligation on the part of the Village whether or not, as to duplicate
Series 2021 Note, the lost, stolen or destroyed Series 2021 Note be at any time found by anyone,
and such duplicate Series 2021 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 Series 2021 Note issued hereunder.
SECTION S. FORM OF SERIES 2021 NOTE. The Series 2021 Note shall be in
substantially the form of Exhibit A hereto with such variations, omissions and insertions as may
be necessary, desirable and authorized or permitted by this Agreement.
SECTION 9. SECURITY FOR NOTE. The payment of the principal of and interest on
the Series 2021 Note shall be secured forthwith,by a lien upon and a pledge of the Pledged Funds.
The Series 2021 Note shall not constitute a general obligation or indebtedness of the Village within
the meaning of any constitutional limitation and the Lender shall never have the right to require or
compel the levy of taxes upon any property of or in the Village for the payment of the principal of
and interest on the Series 2021 Note. The Village does hereby irrevocably pledge the Pledged
Funds to the payment of the principal of and interest on the Series 2021 Note and other amounts
payable hereunder and under the Series 2021 Note.
The Village does further covenant and represent that it has power under the Act to
irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Series
2021 Note and that the pledge of the Pledged Funds in the manner provided herein shall not be
subject to repeal, modification or impairment by any subsequent resolution, ordinance or other
proceeding of the Council of the Village, or by any subsequent act of the Legislature of the State
of Florida.
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The Series 2021 Note shall be secured by the covenant of the Village to budget and
appropriate Non-Ad Valorem Revenues as set forth in Subsection I O(D)below.
SECTION 10. COVENANTS OF THE VILLAGE. So long as any of the principal of or
interest on the Series 2021 Note shall be outstanding and unpaid or until provision for payment of
the Series 2021 Note shall have been made pursuant to Section 21 hereof, the Village covenants
with the Lender as follows:
(A) Tax Compliance. The Village will take all actions necessary to maintain the
exclusion from gross income of interest on the Series 2021 Note to the same extent as such existed
on the date of issuance of the Series 2021 Note.
(B) Financial Statements. Not later than two hundred and seventy(270) days following
the end of each Fiscal Year, the Village shall provide the Lender the annual audited financial
statement of the Village audited by the Village's certified public accountants together with the
report of such accountants to the effect that such audit has been conducted in accordance with
generally accepted auditing standards and stating whether such financial statements present fairly
in all material respects the financial position of the Village and the results of operations and cash
flows for the periods covered by the audit report, all in conformity with generally accepted
accounting principles applied on a consistent basis. Such financial statements shall include a
balance sheet and statement of revenues, expenditures and changes in fund balances.
(C) Annual Budget and Other Information. The Village shall prepare its annual budget
in accordance with Florida law, and shall provide the Lender a copy of its final annual budget for
each Fiscal Year within forty-five (45) days after the commencement of each Fiscal Year of the
Village and shall provide the Lender with such other financial information the Lender may
reasonably request.
(D) Budget and Appropriate. The Village covenants that it will, in each year while the
Series 2021 Note is outstanding, budget and appropriate, and deposit to the Sinking Fund, Non-
Ad Valorem Revenues in an amount sufficient to make payments of principal and interest on such
Series 2021 Note as they become due.
Such covenant and agreement on the part of the Village to budget, appropriate and deposit
such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall
continue until such Non-Ad Valorem Revenues or other legally available funds in amounts
sufficient to make all such required payments shall have been budgeted, appropriated and actually
paid. Notwithstanding the foregoing covenant of the Village, the Village does not covenant to
maintain any services or programs, now provided or maintained by the Village, which generate
Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non-Ad Valorem Revenues; nor does it preclude the Village from pledging in the future its Non-
Ad Valorem Revenues (subject to the anti-dilution test set forth in Section I O.G. below) nor does
it require the Village to levy and collect any particular Non-Ad Valorem Revenues; nor does it
give the Lender a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general
creditors of the Village (until Non-Ad Valorem Revenues have been deposited into the Sinking
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Fund as provided herein). Such covenant to appropriate Non-Ad Valorem Revenues is subject in
all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues
heretofore or hereinafter entered into (including the payment of debt service on bonds and other
debt instruments). However, the covenant to budget and appropriate in its general annual budget
for the purposes and in the manner stated herein shall have the effect of making available for the
payment of the principal of and interest on the Series 2021 Note, in the manner described herein,
Non-Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget,
by amendment if necessary,amounts sufficient to meet its obligations hereunder;subject,however,
in all respects to the restrictions of Florida Statutes which require a balanced budget and prohibit
the Village from expending or contracting for the expenditure in any fiscal year more than the
amount budgeted in each fund's budget; and subject, further, to the payment of services and
programs which are for essential public purposes affecting the health, welfare and safety of the
inhabitants of the Village or which are legally mandated by applicable law. The Village agrees
that its covenant and agreement to budget and appropriate Non-Ad Valorem Revenues shall be
deemed entered into for the benefit of the registered owner of the Series 2021 Note, and this
obligation may be enforced by a court of competent jurisdiction. The Village represents that the
Series 2021 Project serves essential public purposes.
(E) Payment from Pledged Funds. The Village will duly and punctually pay or cause
to be paid, solely from the Pledged Funds, as provided herein, the principal of, and interest and
premium, if any, on the Series 2021 Note. However, the Village at its option may make such
payments from any legally available funds of the Village so long as such principal, interest and
premium are paid when due.
(F) Sinking Fund. The Village hereby creates and establishes on its books and records,
and shall maintain while the Series 2021 Note is outstanding, a special separate fund to be called
the "Village of Tequesta, Florida Capital Improvement Revenue Note Series 2021 Sinking Fund"
(hereinafter called the"Sinking Fund"). Moneys on deposit in the Sinking Fund shall be used only
for the purpose of paying principal and interest on Series 2021 Note as the same shall become due
and for no other purpose.
On or before the Business Day prior to each date fixed for the payment of the principal of
or interest on the Series 2021 Note, the Village shall deposit from Non-Ad Valorem Revenues
budgeted and appropriated for such purpose to the Sinking Fund the amounts sufficient to pay the
interest and principal becoming due on the Series 2021 Note on such payment date.
Amounts on deposit in the Sinking Fund may be invested and reinvested by the Village in
Authorized Investments maturing or redeemable at the option of the Village not later than the date
such amounts are needed for the payments required hereunder. All income from the investment
of moneys in the fund and accounts established by this Agreement shall, upon receipt thereof, be
deposited to the credit of the Sinking Fund and used for the purposes thereof.
The designation of a special fund by this Agreement shall not be construed to require the
establishment of any completely independent, self-balancing funds, as such term is commonly
used and defined in governmental accounting, but is intended solely to constitute an earmarking
of certain moneys and investments for certain purposes and to establish certain priorities for
application of such moneys and investments as herein provided. The moneys and investments
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required to be accounted for in the foregoing fund established herein may be deposited in a single
fund or account,provided that adequate accounting records are maintained to reflect the allocation
of the moneys and investments on deposit therein into the fund established hereunder and to control
the restricted uses of such moneys and investments for the various purposes as herein provided.
(G) Anti-Dilution Test. The Village will not issue any obligations (other than the
Outstanding CBA Notes) secured by a covenant to budget and appropriate or payable from Non-
Ad Valorem Revenues or secured by a lien on or pledge of any specific Non-Ad Valorem Revenues
unless either:
(a) such obligations shall contain an express statement that such obligations are
junior, inferior and subordinate in all respects to the Series 2021 Note; or
(b) the Non-Ad Valorem Revenues received by the Village for each of the two
preceding Fiscal Years, net of the amounts used in each such Fiscal Year for the payment
of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the Village or which are legally mandated by
applicable law, cover projected maximum annual debt service on the Series 2021 Note and
all other debt secured by, or payable from a covenant to budget and appropriate from,Non-
Ad Valorem Revenues (including the proposed debt) and any other debt secured by a lien
on or pledge of any specific Non-Ad Valorem Revenues, by at least 1,20 times, in which
case such obligations may be issued on a parity with the Series 2021 Note.
For the purposes of this covenant, maximum annual debt service shall be the greatest
amount of debt service for the then current or any future Fiscal Year during the term of the Series
2021 Note, and the interest rate on any variable rate debt shall be assumed to be the rate published
on the first day of the month in which such calculation is made as the Bond Buyer 20 Bond
Revenue Index or,if greater,the average of the actual rate on such variable rate indebtedness over
the sixty (60) days preceding the date of calculation.
For purposes of calculating maximum annual debt service, balloon indebtedness shall be
assumed to amortize over a period of up to twenty (20) years on a level debt service basis. In the
event that the Village is required to fund a debt service reserve fund, the funding of such debt
service reserve fund shall be included in the calculation of debt service.
SECTION 11. APPLICATION OF NOTE PROCEEDS. The proceeds of the Series 2021
Note shall first be applied by the Village to pay the costs of preparation and issuance of the Series
2021 Note and thereafter to pay the costs of the Series 2021 Project. The Lender shall have no
responsibility for the use of the proceeds of the Series 2021 Note, and the use of Series 2021 Note
proceeds by the Village shall in no way affect the rights of the Lender.
SECTION 12. CONDITIONS PRECEDENT. The obligation of the Lender to make the
Loan is subject to the satisfaction of each of the following conditions precedent on or before the
closing date:
(i) Action. The Lender shall have received copies of all action taken by the Village
approving the execution and delivery by the Village of this Agreement and the other financing
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documents to which the Village is a party, in each case certified as complete and correct as of the
closing date.
(ii) Incumbency of Officers. The Lender shall have received an incumbency certificate of
the Village in respect of each of the officers who is authorized to sign the Series 2021 Note, this
Agreement and the financing documents to which it is a party on behalf of the Village.
(iii) Opinion of Counsel to the Village. The Lender shall have received a written opinion
of counsel to the Village covering matters relating to the transactions contemplated by the Series
2021 Note,this Agreement and the financing documents,in form and substance satisfactory to the
Lender.
(iv) Opinion of Bond Counsel. The Lender shall have received a letter from bond counsel
authorizing the Lender to rely on the final legal opinion of bond counsel delivered to the Village
in respect of the Series 2021 Note as if such opinion were addressed to the Lender. Such legal
opinion and letter shall be in form and substance satisfactory to Lender. Such legal opinion shall,
at a minimum, address (i) the enforceability of the Resolution and this Agreement, (ii) that this
Agreement and the Series 2021 Note creates the lien that each purports to create on the Pledged
Funds and the Non-Ad Valorem Revenues budgeted, appropriated and deposited by the Village in
the Sinking Fund in accordance with their respective terms, and (iii) the status of interest on the
Series 2021 Note being excluded from gross income for federal income tax purposes under the
provisions of Section 103 of the Code.
(v) No Default, Etc. No Default shall have occurred and be continuing as of the closing
date or will result from the making of the Loan and the representations and warranties made by
the Village herein shall be true and correct in all material respects on and as of the closing date, as
if made on and as of such date.
(vi) Other Documents. The Lender shall have received signed copies of the Series 2021
Note, this Agreement and such other documents, certificates and opinions as the Lender or its
counsel shall have reasonably requested.
SECTION 13. REPRESENTATIONS AND WARRANTIES. The Village represents and
warrants to the Lender that:
A. Organization. The Village is a municipal corporation organized under the laws of
the State of Florida.
B. Authorization of Agreement and Related Documents. The Village has the power
and has taken all necessary action to authorize the issuance of the Series 2021 Note and the
execution, delivery and performance of the Village's obligations under the Series 2021 Note,this
Agreement and each of the financing documents to which it is a party in accordance with their
respective terms. The Series 2021 Note and this Agreement have been duly executed and delivered
by the Village and are, and each of the financing documents to which it is a party when executed
and delivered will be, legal, valid and binding obligations of the Village enforceable against the
Village in accordance with their respective terms, except as may be limited by bankruptcy,
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insolvency, reorganization or moratorium applicable to the Village and general equitable
principles regarding the availability of specific performance.
C. Non-Ad Valorem Revenues. The Village currently receives and is legally entitled
to receive the Non-Ad Valorem Revenues, and is legally entitled to covenant to budget and
appropriate, and deposit to the Sinking Fund, from such Non-Ad Valorem Revenues sufficient
amounts in each Fiscal Year to pay the principal of and interest on the Series 2021 Note, when
due, subject to any prior liens or encumbrances on such Non-Ad Valorem Revenues,whether now
existing or hereafter created. The Non-Ad Valorem Revenues are estimated to be sufficient to pay
the principal of and interest on the Series 2021 Note as the same becomes due and to make all
other payments required to be made from such Non-Ad Valorem Revenues by the terms of this
Agreement or other instruments to which the Village is a party or pursuant to which all or any
portion of the Non-Ad Valorem Revenues may be obligated.
D. Financial Statements. The financial statements of the Village for the year ending
September 30, 2019, copies of which have been furnished to the Lender, have been prepared in
accordance with generally accepted accounting principles and present fairly the financial condition
of the Village as of such date and the results of its operations for the period then ended. Since
such date, there has been no material adverse change in the financial condition, revenues
(including, without limitation, Non-Ad Valorem Revenues), properties or operations of the
Village.
SECTION 14. TAX COMPLIANCE. Neither the Village nor any third party over whom
the Village has control will make any use of the proceeds of the Series 2021 Note at any time
during the term thereof which would cause the Series 2021 Note to be "private activity bonds"
within the meaning of Section 103(b)(1) of the Code or "arbitrage bonds" within the meaning of
Section 103(b)(2)of the Code. The Village covenants throughout the term of the Series 2021 Note
to comply with the requirements of the Code and the Regulations, as amended from time to time.
The Village is causing the Series 2021 Note to be deemed a"qualified obligation" within
the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended. Should
subsequent but currently unforeseen actions by the Village cause the Series 2021 Note to be
classified as a"non-qualified obligation"pursuant to Section 265(b)(3)(B),Internal Revenue Code
of 1986, as amended,the rate shall be adjusted to that level necessary to ensure that the anticipated
after tax yield contemplated by the Lender at the time of closing is received, as more fully set forth
in Exhibit A to the Form of Note.
In the event that the interest on the Series 2021 Note is ever determined to be taxable for
purposes of federal or state income taxation, or in the event that any or all of the interest on the
Series 2021 Note is deemed to be included in the gross income of the Lender for federal or state
income taxation, or in the event the Lender is unable to deduct any other amounts as a result of
purchasing or carrying the Series 2021 Note,the interest on the Series 2021 Note shall be adjusted
as provided in Exhibit A to the Form of Note. In no event, however, shall the interest rate on the
Series 2021 Note exceed the maximum rate permitted by law.
11
52128328;7
SECTION 15. DESIGNATION PURSUANT TO INTERNAL REVENUE CODE. The
Series 2021 Note is designated by the Village as a qualified tax exempt obligation of the Village
pursuant to the provisions of Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
SECTION 16. NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered
or certified mail, postage prepaid,to the parties at the following addresses:
Village: Village of Tequesta, Florida
345 Tequesta Drive
Tequesta, FL 33469
ATTENTION: Village Manager
Lender: Sterling National Bank
500 Seventh Avenue, 3rd Floor
New York,NY 10018
Attention: Public Sector Finance
ATTENTION: Kevin King, Senior Managing Director
Bond Counsel: Akerman LLP
50 North Laura Street
Suite 3100
Jacksonville, FL 32202
Attn: Peter L. Dame
Any of the above parties may,by notice in writing given to the others,designate any further
or different addresses to which subsequent notices, certificates or other communications shall be
sent. Communication to the Lender via telecopier shall be confirmed by delivery of a hard copy
thereof to the Lender not later than two (2)Business Days after such communication by telecopier.
Notices to the Paying Agent shall be effective only upon the receipt thereof by the Paying Agent.
SECTION 17. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default under this Agreement and the terms "Events of Default" shall mean (except where the
context clearly indicates otherwise), whenever such term is used in this Agreement, any one or
more of the following events:
A. Failure by the Village to timely pay any loan repayment within five (5) days of the
date on which such payment is due and payable;
B. Failure by the Village to observe and perform any covenant,condition or agreement
on its part to be observed or performed under this Agreement for a period of thirty (30) days after
the date written notice specifying such failure and requesting that it be remedied is given to the
Village by the Lender, unless the Lender shall agree in writing to an extension of such time prior
to its expiration; such agreement by the Lender shall not be unreasonably withheld;
C. Any warranty, representation or other statement by the Village or by an officer or
agent of the Village contained in this Agreement or in any instrument furnished in compliance
12
52128328;7
with or in reference to this Agreement is false or misleading in any material adverse respect when
made or affirmed;
D. The Village admits in writing its inability to pay its debts as they become due or
files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to
the appointment of a receiver or trustee for itself,
E. The Village is adjudged insolvent by a court of competent jurisdiction, or is
adjudged bankrupt on a petition in bankruptcy filed by or against the Village, or an order,
judgement or decree is entered by any court of competent jurisdiction appointing, without the
consent of the Village, a receiver or trustee of the Village of the whole or any part of its property,
and if the aforesaid adjudications, orders,judgments of decrees shall not be vacated or set aside or
stayed within ninety (90) days from the date of entry thereof;
F. The Village shall file a petition of answer seeking reorganization or any
arrangement under the federal bankruptcy laws or any other applicable law or statute of the United
States of America or the State of Florida; or
SECTION 18. 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 Village 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.
Any amount not paid when due shall bear interest at the Default Rate commencing on the
fifth day after the due date.
If an Event of Default shall happen and shall not have been remedied, the Village or a
receiver appointed for the purpose shall apply all Pledged Funds as follows and in the following
order:
(1) to the expenses incurred by the Noteholder or any trustee or receiver in
enforcing the Village's obligations, including their reasonable attorneys' fees and costs,
whether or not suit be brought including,without limitation,the institution of voluntary or
involuntary proceeding under the U.S. Bankruptcy Code, including such fees and costs at
trial or on appeal;
(2) to the payment of the reasonable and proper charges,expenses and liabilities
of the trustee or receiver; and
(3) to the payment of interest due on and next to the payment of principal due
on the Series 2021 Note.
SECTION 19. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Series 2021 Note or for any claim based on the Series 2021 Note or on this
13
52128328;7
Agreement, against any present or former member or officer of the Village or any person executing
the Series 2021 Note.
SECTION 20. 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 21. DEFEASANCE. If, at any time,the Village shall have paid, or shall have
made provision for payment of,the principal and interest with respect to the Series 2021 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 special funds pledged in this Agreement in favor of the Lender shall be
no longer in effect and the Village 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 Series 2021 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 Series 2021 Note, and which are not subject to redemption prior
to maturity, shall be considered"provision for payment."
SECTION 22. WAIVER OF JURY TRIAL. The Village and the Lender knowingly,
intentionally, and voluntarily waive any right which any of them may have to a trial by jury in
connection with any matter directly or indirectly relating to any loan document executed in
connection herewith or any other matter arising from the relationship between the Lender and the
Village.
SECTION 23. AMENDMENTS,CHANGES AND MODIFICATIONS. This Agreement
may be amended only by written instrument signed by the Lender and the Village.
SECTION 24. BINDING EFFECT. To the extent provided herein, this Agreement shall
be binding upon the Village and the Lender and shall inure to the benefit of the Village and the
Lender and their respective successors and assigns.
SECTION 25. 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 26. 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 27. APPLICABLE LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. Venue for resolution of any dispute
14
52128328;7
concerning this Agreement shall be a court of competent jurisdiction located in Palm Beach
County, Florida.
SECTION 28. PARTICIPATION OF AGREEMENT AND NOTE, The Lender hereby
notifies the Village, and the Village hereby acknowledges such notification, that simultaneously
with the execution and delivery of this Agreement and the issuance of the Series 2021 Note, the
Lender will enter into a participation agreement with Sterling National Funding Corp.,a New York
corporation and wholly-owned subsidiary of the Lender ("SNFC"), whereby the Lender will sell
to SNFC a 100% participation interest in this Agreement and the Series 2021 Note at par. The
Lender will continue to service this Agreement and the Series 2021 Note and collect all payments
and payment of any prepayment thereunder.
[Signature page follows.]
15
52128328;7
[Signature page to loan Agreement relating to Series 2021 Note.]
IN WITNESS WHEREOF,the parties hereto have duly executed this Agreement as of the
date first above written.
0 P VILLAGE OF TEQUESTA, FLORIDA
...........
k:�P 0 o
(SEAL)
ATTEST. INCSEAL 15H
ORPORATED..' By:
z Villa
t1f 9171911MUMUM
By:
Village Clerk
APPROVED EGALFORM:
By:
age Attorney
STERLING NATIONAL BANK
By:
Name: Kevin King
Title: Senior Managing Director
16
52128328;7
[Signature page to Loan Agreement relating to Series 2021 Note.]
IN WITNESS WHEREOF,the parties hereto have duly executed this Agreement as of the
date first above written,
VILLAGE OF TEQUESTA,FLORIDA
(SEAL)
ATTEST: By:
Village Manager
By:
Village Clerk
APPROVED AS TO LEGAL FORM:
By:
Village Attorney
STERLING NATIONAL BANK
By:
Name: Kevin King
Title: Senior Managing Director
16
52128328;7
EXHIBIT A
FORM OF NOTE
NO. R-I $
VILLAGE OF TEQUESTA, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE
SERIES 2021
RATE OF INTEREST FINAL MATURITY DATE DATE OF ISSUE
2.18% October 1, 2040 January 21, 2021
(Subject to Adjustment)
REGISTERED OWNER: STERLING NATIONAL BANK
PRINCIPAL AMOUNT: MILLION DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta, Florida (the
"Village"),for value received,hereby promises to pay to the Registered Owner above or registered
assigns, solely from the special funds mentioned below, the Principal Amount shown above, on
the dates and in the amounts set forth on the Amortization Schedule attached hereto, and to pay
solely from such special funds, interest on the Principal Amount hereunder from the date hereof
to the date of payment thereof, at the annual Rate of Interest set forth above until payment of the
Principal Amount above stated, such interest to be payable April I and October I of each year,
commencing April 1, 2021 and on the Maturity Date or earlier prepayment of the Principal
Amount. The Rate of Interest on this Note is subject to adjustment as set forth on Exhibit A hereto.
Such interest will be calculated on a 360-day year consisting of twelve 30-day months. The
principal of and interest on this Note are payable in lawful money of the United States of America.
This Note is issued under the authority of Chapter 166, Florida Statutes, and other
applicable provisions of law, and pursuant and subject to the terms and conditions of Resolution
No. 2021- adopted by the Village on January 14, 2021 (the "Resolution"), and a Loan
Agreement, dated January 21, 2021 (the "Agreement"), between the Village and the initial
purchaser of the Series 2021 Note,to which reference should be made to ascertain those terms and
conditions.
Subject to the limitations and restrictions set forth in the Agreement, the Village has
covenanted in the Agreement to budget and appropriate, and deposit to the Sinking Fund
established pursuant to the Agreement,in each Fiscal Year while this Note is outstanding, amounts
sufficient, 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 Resolution and the
A-t
52128328;7
Agreement. This Note is payable from and secured by a lien upon and pledge of the amounts so
budgeted, appropriated and deposited and monies in the funds and accounts established pursuant
to the Agreement (the "Pledged Funds"), all in the manner and as more particularly described in
the Agreement. Reference is made to the Agreement for the provisions relating to the security for
payment of this Note and the duties and obligations of the Village hereunder. Capitalized terms
used and not otherwise defined herein shall have the meanings described to such terms in the
Agreement.
This Note shall not constitute a general obligation or indebtedness of the Village within the
meaning of any constitutional limitation, and the Noteholder shall never have the right to require
or compel the levy of ad valorem taxes on any property of or in the Village for the payment of the
principal of and interest on this Note. This Note shall not constitute a lien upon the Series 2021
Project, or upon any property of or in the Village,but shall be payable from and secured solely by
the Pledged Funds in the manner provided in the Agreement.
This Note may, at the option of the Village, be prepaid in whole but not in part on any
payment date on or after January 21, 2026. With respect to any such prepayment prior to January
21, 2031, the Village will pay a prepayment premium of I% of the amount prepaid. Prepayment
on or after January 21,2031 shall be at par.
This Note may be prepaid in part no more than once during any consecutive 12-month
period and any such partial prepayment, unless otherwise agreed to by the Village and the Lender
in writing, shall be credited to principal installments payable on the Series 2021 Note in inverse
order of principal installments due.
Notice of such redemption shall be given in the manner and to the extent specified by the
Agreement. Notwithstanding anything in the Resolution, the Agreement or in this Note to the
contrary, the Registered Owner shall not be required to surrender or cancel this Note until all
amounts due and owing under this Note and the Agreement have been paid in full.
The Village has entered into certain covenants with the Registered Owner for the terms of
which reference is made to the Agreement. In particular,the Village has reserved the right to issue
additional obligations payable from the Non-Ad Valorem Revenues or secured by covenant to
budget and appropriate Non-Ad Valorem Revenues. The Village has also reserved the right to
defease its covenant to budget and appropriate Non-Ad Valorem Revenues and the lien of this
Note upon the Pledged Funds upon making provision for payment of this Note as provided in the
Agreement. The Village has caused the obligation to be deemed a "qualified tax exempt
obligation" within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as
amended.
This Note is subject to transfer or assignment by the Lender as provided in the Agreement.
This Note is and has all the qualities and incidents of a negotiable instrument under the
laws of the State of Florida,
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
A-2
52128328;7
in the issuance of this Note, have happened, exist and have been performed in regular and due
form and time as so required.
IN WITNESS WHEREOF, Village of Tequesta, Florida, has caused this Note to be
executed by the Village Manager, and attested by the Village 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 as of January 21, 2021.
VILLAGE OF TEQUESTA, FLORIDA
(SEAL)
By:
Village Manager
ATTEST:
By:
Village Clerk
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Note is the note of the issue described in the Resolution.
Village Clerk
As Registrar
By:
Authorized Signature
Date of Authentication:
A-3
52128328;7
[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT NAME AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE)
the within Bond of the Village of Tequesta, Florida and does hereby constitute and appoint
attorney to transfer the said Bond on
the books of the within named Issuer, with full power of substitution in the premises.
Dated:
In the presence of
-
Bondholder
Note: The signature to this Assignment must
Notice: Signature(s) must be guaranteed correspond with the name as it appears upon the
by an institution which is a participant in face of the within Bond in every particular,
the Transfer Agent Medallion Program without alteration or enlargement or any change
("STAMP") or similar program. whatever.
A-4
52128328;7
Exhibit A to Form of Note
Adjustment to Interest Rate
The interest rate on this Series 2021 Note shall be subject to adjustment as set forth below:
Upon the occurrence of a Determination of Taxability occurring as a consequence of an act,
omission or event within the control of the Village, the interest rate on this Series 2021 Note shall
be adjusted to a rate equal to the interest rate otherwise borne hereby divided by .78 (the"Adjusted
Interest Rate") calculated on the basis of a 360-day year consisting of twelve 30-day months, as of
and from the date such Determination of Taxability would be applicable with respect to this Series
2021 Note (the "Accrual Date"); and (i) the Village shall on the next interest payment date (or if
this Note shall have matured, within thirty days after demand by the Owner) hereon pay to the
Owner an amount equal to the difference between (A) the total interest that would have accrued
on this Note at the Adjusted Interest Rate from the Accrual Date to such interest payment date (or
payment date following such demand), and(B)the actual interest paid by the Village on this Note
from the Accrual Date to such interest payment date (or payment date following such demand);
and(ii)from and after the Date of Determination of Taxability,this Series 2021 Note shall continue
to bear interest at the Adjusted Interest Rate for the period such determination continues to be
applicable with respect to this Series 2021 Note. The adjustment shall survive payment of this
Series 2021 Note until such time as the federal statute of limitations under which the interest on
this Series 2021 Note could be declared taxable under the Code shall have expired.
The Village has designated this Series 2021 Note as a"qualified tax-exempt obligation" (QTEO)
for purposed of Section 265 of the Code. If it should ever be determined that this Series 2021 Note
is not a QTEO, then the Village shall pay to the Owner, within sixty days after demand, such
amounts as shall provide to the Owner the same rate of return hereon that the Owner would have
realized had this Series 2021 Note been a QTEO. This adjustment shall survive payment of this
Series 2021 Note until such time as the federal statute of limitations under which this Series 2021
Note could be declared not to be a QTEO shall have expired.
No Determination of Taxability shall be deemed to occur unless the Village has been given
timely written notice of such occurrence by the holder of this Series 2021 Note and, to the extent
permitted by law, an opportunity to participate in and seek, at the Village's own expense, a final
administrative determination by the Internal Revenue Service or determination by a court of
competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such
Determination of Taxability; provided that the Village,.at its own expense, delivers to the holder
of this Series 2021 Note an opinion of bond counsel acceptable to such holder to the effect that
such appeal or action for judicial or administrative review is not without merit and there is a
reasonable possibility that the judgment, order,ruling or decision from which such appeal or action
for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. For
purposes hereof-
(1) "Code" means the Internal Revenue Code of 1986, as amended, including the
applicable regulations of the Department of the Treasury(including applicable final
regulations,temporary regulations and proposed regulations),the applicable rulings
of the Internal Revenue Service (including published Revenue Rulings and private
letter rulings) and applicable court decisions;
A-5
52128328;7
(2) "Determination of Taxability" means a final decree or judgment of any federal
court or a final action of the Internal Revenue Service or of the United States
Treasury Department determining that due the action or inaction of the Village
interest payable on this Series 2021 Note is includable in the gross income of the
Registered Owner, or an opinion to such effect delivered to the Village or the
Registered Owner by nationally recognized bond counsel.No such decree or action
shall be considered final for the purposes of this paragraph unless the Village has
been given written notice thereof and,if it is so desired by the Village and is legally
permissible, the Village has been afforded the opportunity to contest the same, at
its own expense, either directly or in the name of the Registered Owner and until
the conclusion of any appellate review, if sought.
However, in no event shall the interest on this Series 2021 Note exceed the maximum permitted
by law.
A-6
52128328;7
AMORTIZATION SCHEDULE
Payment Payment Payment !Interest jPrincipal ;Outstanding !Redemption
Number tag !Amount Componen component ,Balance IPr
Principal: 1/21/2021 l $6,890,000.00 No Call
1 4/1/2021 1 529,205.941 $29,205.94 $0.00 $6,890,000.001 No Call
2 10/1/2021 ! $272,101.001 $75,101.001 $197,000.00 $6,693,000.00j No Call
3 4/1J2022 $72,953.70' $72,953.70 $0.00; $6,693,000.001 No Call
4 10/1/2022 $360,953.70� $72,953.70i $288,000.00 $6,405,000.OD1 No Call j
5 4/1/2023 69,814.50, $69,814.50f $0.00� 6,405,00.00'� No Call$ $
6 10J1/2023 $363,814.50 $69,814.50j $294,000.00': $6,111,000.00'; No Call
7 4/1/2024 $66,609.90j $66,609.901 $0.00; $6,111,OOO.00 No Call
8 10f1J2024 $367,609.90 $66,609.90j $301,000.00: $5,810,000.001 No Call
4/1/2025
$ $O.OD. $5,810,000.00 No Call
10 10/1/20 5 $370,329.00 $63,329.00, $307,000.00'; $5,503,000.00 No Call
11 4/1J2026 $59,982.7011 $59,982.70 $0.00! $5,503,000.00' $5,558,030.00 1
12 10/1/2026 j $373,982.701 $59,982.70i $314,000.00 $5,189,000.00 $5,240,890.00
13 4/1/2027 $56,560.10` $56,560.10 $0.00 $5,189,000.ODi $5,240,890.00
14 10f1/2027 j $377,560.10` $56,560.101 $321,000.00' $4,868,000.00 $4,916,680.00
15 4/1/2028 j $53,061.20! $53,061.201 $0.00, $4,868,OOO.00 $4,916,680.00
16 10/1/2028 $381,061.20i $53,061.201 $328,000.00 $4,540,000.00j $4,585,400.00
17 4/1/2029 $49,486.00� 549,486.001 $0.00 $4,540,000.00� $4,585,400.00 ;
18 10/1/2029 $384,486.001 $49,486.00; $335,000.00'.: $4,205,000.00! $4,247,050.00
i
19 4f1/2030 $45,834.50 $45,834.50 $0.00; $4,205,000.00'', $4,205,000.00
20 10/1/2030 $387,834.50 $45,834.501 $342,000.00 $3,863,000.001; $3,863,000.00
21 4/1f2031 ! $42,106.70; $42,106.70 $0,00 $3,863,000.00', $3,863,000.DO
22 10/1/2031 $392,106.701 $42,106.70, $350,000.00 $3,513,000.001 $3,513,000.00
23 4/1/2032 538,291.701 $38,291.70 $0.00 $3,513,000.00'1 $3,513,000.00
24 10/1/2032 $396,291.70,! $38,291.70 $358,000.00 $3,155,000.00 $3,155,000.00
25 4/1/2033 $34,389.50 $34,389.50 $0.00; $3,155,000.001 $3,155,000.00
26 10/1/2033 $399,389.501i $34,389.50 $365,000.00' $2,790,000.00 $2,790,000.00
27 4/1/2034 $30,411.00 1 $30,411.00 $0.001 $2,790,000.00 i $2,790,000.00
28 10/1f2034 j $403,411.00; $30,411.00, $373,000.001 $2,417,000.001 $2,417,000.00
29 4/1/2035 $26,345.30' $26,345.30, $0.001 $2,417,000.00• $2,417,000.00
30 10/1/2035 1 $407,345.30 $26,345.30,' $381,000.001, $2,036,000.00 $2,036,000.00
31 4/1/2036 $22,192.40 $22,192.40: $0.00, $2,036,000.00'. $2,036,000.00
$1,646,000.00
$0.00 $1,646,000.00
32 10/1/2036 $412,192.40: $22,192.401 $390,000M $1,646,000.00 $1646,000.00
33 10/1//0 $17,941.40,
34 037 $415,94140, $17,941.401 $398,000.001 $1,248,000.00', $1,248,000.00
35 $13,503.20 $0.001 $1,248,000.00 $1,248,000.00
3fi 0%f2038 $420,603,20, $13,603.20 $407,ODO.00j $841,000.00 $841,000.00
37 4/1/2039 $9,166.90 $9,166.90 $0.00I $841,00.00 $841,000 00
38 10/1/2039 $425,166.90 $9,166.901 $416,000.001 $425,000.00, $425,000.00
39 j 4/1/2040 $4,632.50 $4,632.501
1 $0.00 $425,000.00: $425,000.00
i
i 40 1 10/1/2040 5429.632.50 84,632.501 8425 000.00;
Total: j $8,547,731.34 $1,657,731.341 $6,890,000.00I
52128328;7
NO. R-1 $6,890,000
VILLAGE OF TEQUESTA, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE
SERIES 2021
RATE OF INTEREST FINAL MATURITY DATE DATE OF ISSUE
2.18% October 1, 2040 January 21, 2021
(Subject to Adjustment)
REGISTERED OWNER: STERLING NATIONAL BANK
PRINCIPAL AMOUNT: SIX MILLION EIGHT HUNDRED NINETY
THOUSAND DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta, Florida (the
"Village"),for value received,hereby promises to pay to the Registered Owner above or registered
assigns, solely from the special funds mentioned below, the Principal Amount shown above, on
the dates and in the amounts set forth on the Amortization Schedule attached hereto, and to pay
solely from such special funds, interest on the Principal Amount hereunder from the date hereof
to the date of payment thereof, at the annual Rate of Interest set forth above until payment of the
Principal Amount above stated, such interest to be payable April 1 and October 1 of each year,
commencing April 1, 2021 and on the Maturity Date or earlier prepayment of the Principal
Amount. The Rate of Interest on this Note is subject to adjustment asset forth on Exhibit A hereto.
Such interest will be calculated on a 360-day year consisting of twelve 30-day months. The
principal of and interest on this Note are payable in lawful money of the United States of America.
This Note is issued under the authority of Chapter 166, Florida Statutes, and other
applicable provisions of law, and pursuant and subject to the terms and conditions of Resolution
No. 07-21 adopted by the Village on January 14, 2021 (the"Resolution"), and a Loan Agreement,
dated January 21, 2021 (the "Agreement"), between the Village and the initial purchaser of the
Series 2021 Note,to which reference should be made to ascertain those terms and conditions.
Subject to the limitations and restrictions set forth in the Agreement, the Village has
covenanted in the Agreement to budget and appropriate, and deposit to the Sinking Fund
established pursuant to the Agreement,in each Fiscal Year while this Note is outstanding,amounts
sufficient, 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 Resolution and the
Agreement. This Note is payable from and secured by a lien upon and pledge of the amounts so
budgeted, appropriated and deposited and monies in the funds and accounts established pursuant
to the Agreement (the "Pledged Funds"), all in the manner and as more particularly described in
the Agreement. Reference is made to the Agreement for the provisions relating to the security for
-1-
payment of this Note and the duties and obligations of the Village hereunder. Capitalized terms
used and not otherwise defined herein shall have the meanings described to such terms in the
Agreement.
This Note shall not constitute a general obligation or indebtedness of the Village within the
meaning of any constitutional limitation, and the Noteholder shall never have the right to require
or compel the levy of ad valorem taxes on any property of or in the Village for the payment of the
principal of and interest on this Note. This Note shall not constitute a lien upon the Series 2021
Project, or upon any property of or in the Village,but shall be payable from and secured solely by
the Pledged Funds in the manner provided in the Agreement.
This Note may, at the option of the Village, be prepaid in whole but not in part on any
payment date on or after January 21, 2026. With respect to any such prepayment prior to January
21, 2031, the Village will pay a prepayment premium of 1% of the amount prepaid. Prepayment
on or after January 21, 2031 shall be at par. Written notice of such prepayment shall be delivered
to the Lender at least thirty (30) days prior to the prepayment date.
This Note may be prepaid in part no more than once during any consecutive 12-month
period and any such partial prepayment shall be in an amount of at least $250,000 and not more
than $1,500,000 and, unless otherwise agreed to by the Village and the Lender in writing, shall be
credited to principal installments payable on the Series 2021 Note in inverse order of the principal
installments due dates.
Notice of such redemption shall be given in the manner and to the extent specified by the
Agreement. Notwithstanding anything in the Resolution, the Agreement or in this Note to the
contrary, the Registered Owner shall not be required to surrender or cancel this Note until all
amounts due and owing under this Note and the Agreement have been paid in full.
The Village has entered into certain covenants with the Registered Owner for the terms of
which reference is made to the Agreement. In particular,the Village has reserved the right to issue
additional obligations payable from the Non-Ad Valorem Revenues or secured by covenant to
budget and appropriate Non-Ad Valorem Revenues, The Village has also reserved the right to
defease its covenant to budget and appropriate Non-Ad Valorem Revenues and the lien of this
Note upon the Pledged Funds upon malting provision for payment of this Note as provided in the
Agreement. The Village has caused the obligation to be deemed a "qualified tax exempt
obligation" within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as
amended.
This Note is subject to transfer or assignment by the Lender as provided in the Agreement.
This Note is and has all the qualities and incidents of a negotiable instrument under the
laws of the State of Florida.
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.
-2-
IN WITNESS WHEREOF, Village of Tequesta, Florida, has caused this Note to be
executed by the Village Manager, and attested by the Village 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 as of January 21, 2021.
VILLAGE OF TEQUESTA, FLORIDA
F
(SEAL) °°.- RPp;
INcop,o _ Vi ge Mana ae
9 �4 1
ATTEST: °` ,' FF�
By:
Village Clerk
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Note is the note of the issue described in the Resolution.
Village Clerk
As Registrar
By: ,
Authorized Signature
Date of Authentication: January 21, 2021
-3-
[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT NAME AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE)
the within Bond of the Village of Tequesta, Florida and does hereby constitute and appoint
attorney to transfer the said Bond on
the books of the within named Issuer, with full power of substitution in the premises.
Dated:
In the presence of:
Bondholder
Note: The signature to this Assignment must
Notice: Signature(s) must be guaranteed correspond with the name as it appears upon the
by an institution which is a participant in face of the within Bond in every particular,
the Transfer Agent Medallion Program without alteration or enlargement or any change
("STAMP") or similar program. whatever.
-4-
Exhibit A to Form of Note
Adjustment to Interest Rate
The interest rate on this Series 2021 Note shall be subject to adjustment as set forth below:
Upon the occurrence of a Determination of Taxability occurring as a consequence of an act,
omission or event within the control of the Village,the interest rate on this Series 2021 Note shall
be adjusted to a rate equal to the interest rate otherwise borne hereby divided by .78 (the"Adjusted
Interest Rate") calculated on the basis of a 360-day year consisting of twelve 30-day months, as of
and from the date such Determination of Taxability would be applicable with respect to this Series
2021 Note (the "Accrual Date"); and (i) the Village shall on the next interest payment date (or if
this Note shall have matured, within thirty days after demand by the Owner) hereon pay to the
Owner an amount equal to the difference between (A) the total interest that would have accrued
on this Note at the Adjusted Interest Rate from the Accrual Date to such interest payment date (or
payment date following such demand), and(B)the actual interest paid by the Village on this Note
from the Accrual Date to such interest payment date (or payment date following such demand);
and(ii)from and after the Date of Determination of Taxability,this Series 2021 Note shall continue
to bear interest at the Adjusted Interest Rate for the period such determination continues to be
applicable with respect to this Series 2021 Note. The adjustment shall survive payment of this
Series 2021 Note until such time as the federal statute of limitations under which the interest on
this Series 2021 Note could be declared taxable under the Code shall have expired.
The Village has designated this Series 2021 Note as a"qualified tax-exempt obligation" (QTEO)
for purposed of Section 265 of the Code. If it should ever be determined that this Series 2021 Note
is not a QTEO, then the Village shall pay to the Owner, within sixty days after demand, such
amounts as shall provide to the Owner the same rate of return hereon that the Owner would have
realized had this Series 2021 Note been a QTEO. This adjustment shall survive payment of this
Series 2021 Note until such time as the federal statute of limitations under which this Series 2021
Note could be declared not to be a QTEO shall have expired.
No Determination of Taxability shall be deemed to occur unless the Village has been given
timely written notice of such occurrence by the holder of this Series 2021 Note and, to the extent
permitted by law, an opportunity to participate in and seek, at the Village's own expense, a final
administrative determination by the Internal Revenue Service or determination by a court of
competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such
Determination of Taxability; provided that the Village, at its own expense, delivers to the holder
of this Series 2021 Note an opinion of bond counsel acceptable to such holder to the effect that
such appeal or action for judicial or administrative review is not without merit and there is a
reasonable possibility that the judgment,order,ruling or decision from which such appeal or action
for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. For
purposes hereof-
(1) "Code" means the Internal Revenue Code of 1986, as amended, including the
applicable regulations of the Department of the Treasury(including applicable final
regulations,temporary regulations and proposed regulations),the applicable rulings
of the Internal Revenue Service (including published Revenue Rulings and private
letter rulings) and applicable court decisions;
A-5
(2) "Determination of Taxability" means a final decree or judgment of any federal
court or a final action of the Internal Revenue Service or of the United States
Treasury Department determining that due the action or inaction of the Village
interest payable on this Series 2021 Note is includable in the gross income of the
Registered Owner, or an opinion to such effect delivered to the Village or the
Registered Owner by nationally recognized bond counsel.No such decree or action
shall be considered final for the purposes of this paragraph unless the Village has
been given written notice thereof and,if it is so desired by the Village and is legally
permissible, the Village has been afforded the opportunity to contest the same, at
its own expense, either directly or in the name of the Registered Owner and until
the conclusion of any appellate review, if sought.
However, in no event shall the interest on this Series 2021 Note exceed the maximum permitted
by law.
A-6
AMORTIZATION SCHEDULE
Payment Date Principal..._ Coupon Interest Total
TOTAL
A-'7
OFFICERS' CERTIFICATE
We, the undersigned officers and officials of the Village of Tequesta, Florida (the
"Village"), hereby execute this certificate in connection with the issuance and delivery by the
Village of its $6,890,000 Capital Improvement Revenue Note, Series 2021,dated January 21,2021
(the"Series 2021 Note").
The Series 2021 Note will be issued in fully registered form registered in the name of
Sterling National Bank. Capitalized terms used herein and not otherwise defined shall have the
same meanings as set forth in Resolution No. 07-21 duly adopted by the Village Council of the
Village (the "Village Council") on January 14, 2021 (the "Resolution") and the Loan Agreement,
dated January 21, 2021 (the "Loan Agreement"), between the Village and Sterling National Bank
(the`Lender").
Resolution. The Resolution is in full force and effect.None of the proceedings or authority
for the issuance,sale,execution and delivery of the Series 2021 Note have been repealed,modified,
amended,revoked or rescinded. The Village is not in material breach of any of the covenants and
obligations in the Resolution and the Loan Agreement, and all payments required to be made into
the funds and accounts provided therein have been made to the full extent required.
Security. Subject to the limitations set forth in the Loan Agreement,the Series 2021 Note
is secured by the covenant of the Village to budget and appropriate in each Fiscal Year in which
the Series 2021 Note is outstanding sufficient amounts, from Non-Ad Valorem Revenues, to pay
the principal of and interest on the Series 2021 Note during such Fiscal Year.
Litigation. There is no litigation pending, or to our best knowledge threatened,restraining
or enjoining the authorization, sale, issuance or delivery of the Series 2021 Note, the execution
and delivery of the Loan Agreement,or the collection of the Non Ad Valorem Revenues, or ability
of the Village to covenant to budget and appropriate from Non-Ad Valorem Revenues funds to
pay the debt service on the Series 2021 Note, or affecting in any way the right or authority of the
Village to pay the Series 2021 Note and the interest thereon, or in any manner affecting the
proceedings and authority for the authorization, sale, execution, issuance or delivery of the Series
2021 Note and the execution and delivery of the Loan Agreement,or affecting directly or indirectly
the validity of the Series 2021 Note or the Loan Agreement, or of any provisions made or
authorized for their payment, or the corporate existence of the Village, or the title of the present
officers of the Village Council or any of them,to their respective offices.
No Conflict. The issuance of the Series 2021 Note and the entering into and performance
by the Village of the Loan Agreement will not conflict with or constitute a breach or default by
the Village of any existing law, court or administrative regulation, decree, or order or any
agreement, indenture, lease or other instrument to which the Village is subject or by which the
Village or its property is or may be bound.
Financial Condition. Since September 30,2019,no material adverse change has occurred
in the financial position or results of operations of the Village. The Village has not, since
September 30, 2019, incurred any liabilities other than in the ordinary course of business. All of
the financial information provided by the Village to the Lender is accurate as of the date hereof.
56017701;2
Elected Officials. The names of the members of the Village Council and the dates of
commencement and expiration of their respective terms of office are as follows:
Member Tenn Ends
Abigail Brennan April, 2021
Frank D'Ambra April, 2021
Laurie Brandon April, 2022
Kyle Stone April, 2021
Bruce Prince April, 2022
Abigail Brennan has been elected Mayor by the Village Council. Her term as Mayor
expires in April, 2021.
Kyle Stone has been elected Vice Mayor by the Village Council. His term as Vice Mayor
expires in April, 2021.
Appointed Officers. Jeremy Allen is the duly appointed Village Manager and serves at
the pleasure of the Village Council.
Lori McWilliams, MMC, is the duly appointed Village Clerk. She serves at the pleasure
of the Village Manager.
Hugh Dunkley is the duly appointed Finance Director of the Village and serves at the
pleasure of the Village Manager.
Keith Davis is the duly appointed Village Attorney and serves in such capacity at the
pleasure of the Village Council.
Oaths, Bonds, Undertakings. All of the above persons have duly filed their oaths of
office, and such of them as are required by law to file bonds or undertakings,have duly filed such
bonds or undertakings in the amount and manner required by law.
Signatures. The undersigned Village Manager and Village Clerk duly executed the Series
2021 Note and the Loan Agreement with their manual signatures, and by our execution hereof we
duly ratify and confirm said manual signatures.
At the date of the signing of the Series 2021 Note and the Loan Agreement by the
undersigned Village Manager and Village Clerk,and on this date,we were and are the duly chosen,
qualified and acting officers authorized to execute the Series 2021 Note and the Loan Agreement
as indicated by the official titles opposite our signatures hereunder.
Seal. The seal impressed upon this certificate is the legally adopted, proper, and only
official seal of the Village and said seal has been impressed, imprinted or lithographed upon the
Series 2021 Note, which action is hereby ratified.
Interest Rate Ceiling. The interest rate on the Series 2021 Note is 2.18%. This rate on
the Series 2021 Note is not more than 300 basis points in excess of the "20 Bond Index" as
-2-
published in the Daily Bond Buyer on January 1, 2021, and the Village will not require an interest
rate waiver from the State Board of Administration pursuant to the provisions of Section 215.84,
Florida Statutes.
Receipt. On the date hereof, the Village has received from Sterling National Bank
payment in full of the purchase price for the Series 2021 Note, being the par amount thereof
($6,890,000).
Authentication and Delivery. We hereby authorize and direct the Village Clerk, as
Registrar,to authenticate and deliver the Series 2021 Note to or for the account of the Lender.
WITNESS our hands and said seal as of January 21, 2021.
(SEAL)
OF°°�?Qp;pB
T.
Signature Official Title
Village Manager
SE
1 'INCORPORATED; n ]
Village Clerk
OF 4
F 0 XP
Chief Financial Officer
Approved and correctness:
Villa Attome
-3-
CERTIFICATE AS TO PUBLIC MEETINGS
Each of the undersigned members of the Village Council (the "Village Council") of the
Village of Tequesta,Florida(the"Village"),recognizing that Sterling National Bank, as purchaser
of the Village's $6,890,000 Capital Improvement Revenue Note, Series 2021, dated January 21,
2021 (the "Series 2021 Note"), will have purchased said Series 2021 Note in reliance upon this
Certificate, does hereby certify that he/she,has not met with any other member or members of the
Village Council to discuss or reach any conclusion as to whether the actions taken by the Village
Council with respect to said Series 2021 Note, the security therefor, and the application of the
proceeds thereof should or should not be taken by the Village Council or should or should not be
recommended as an action to be taken or not to be taken by the Village Council except at public
meetings of the Village Council held after due notice to the public was given in the ordinary
manner required by law and custom of the Village Council. This certificate may be signed in any
number of counterparts.
6A4WITNE S WHE�REOF, we have hereunto set our hands as of January 14, 2021.
bigai re an, Mayor
Kyle Stone, Vice-Mr
Frank bra, Cguncil Me r
Laurie Brandon, Council Member
Bruce Prince, Council Member
CERTIFICATE OF THE LENDER
January 21, 2021
Mayor
Village Council
Village of Tequesta,Florida
Akerman LLP
Jacksonville, Florida
Re: Village of Tequesta,Florida
$6,890,000 Capital Improvement Revenue Note, Series 2021
In connection with its acceptance of the above-styled obligation (the "Series 2021 Note")
of the Village of Tequesta, Florida (the "Village"), Sterling National Bank (the "Lender") which
is making the loan to the Village evidenced by the Series 2021 Note, hereby makes the following
representations,which are solely for the benefit of the persons to whom this letter is addressed and
are not to be relied upon by any other person for any other purpose:
(a) It is a national banking association and it is duly and legally authorized to accept the
Series 2021 Note.
(b) It is sufficiently knowledgeable and experienced in financial and business matters,
including the purchase and ownership of municipal and other tax-exempt obligations,to be able to
determine what investigation of the business and financial affairs of the Village is necessary in
order to evaluate the investment risks associated with the purchase of the Series 2021 Note and to
evaluate the risks and merits of the investment represented by the Series 2021 Note.
(c) It has been offered copies of or full access to all documents related to the authorization,
sale, and issuance of the Series 2021 Note and all records, reports, financial statements and other
information concerning the financial and business operations of the Village and pertinent to the
security for the Series 2021 Note which it deemed to be significant in making its investment
decision, and which were requested by it (provided that it does not waive any rights it may have
against the Village or its representatives, with respect to any information so supplied or any
misstatements or omissions).
(d) It is accepting the Series 2021 Note solely for its own account and not on behalf of
others, and with no present intent to resell or otherwise distribute all or any part of or interest in
the Series 2021 Note, except that it may grant a participation or participations in the Series 2021
Note to its affiliates.
(e) It has been informed by the Village and agrees that in reliance upon the representations
of the Lender contained herein, (i) no official statement, placement memorandum, or other
disclosure document has been prepared and is being delivered in connection with the delivery of
the Series 2021 Note, (ii) the Series 2021 Note (A) is not being registered or otherwise qualified
for sale under the"Blue Sky"laws and regulations of any state, (B)will not be listed on any stock
or other securities exchange, (C)will carry no rating from any rating service, and (D)is not likely
to be readily marketable, and (iii)no application for a CUSIP number will be made with respect
to the Series 2021 Note.
(f) Except as set forth in paragraph(d) above, it will not offer, sell or otherwise dispose of
all or any part of or interest in the Series 2021 Note, except(i)in full good faith compliance with
all applicable securities registration, broker-dealer, anti-fraud and other applicable provisions of
the state and federal laws, and (ii) either under effective federal and state registration statements
(which the Village shall not in any way be obligated to provide) or pursuant to exemptions from
such registrations.
(g) It is not acting as a bond house, broker or other intermediary with respect to any
offering of the Series 2021 Note, it is not an underwriter for the Series 2021 Note, and it has not
paid and will not pay any bonus, fee or gratuity to any "finder", within the meaning of Section
218.386, Florida Statutes, as amended, in connection with the delivery of the Series 2021 Note to
it by the Village.
(h) The interest rate on the principal installments of the Series 2021 Note is a fixed rate of
interest, subject to adjustment upon the occurrence of certain events as set forth in the Series 2021
Note. The Series 2021 Note was purchased at a price of par,without any accrued interest, and the
Series 2021 Note is not being reoffered to the public.
(i) The Village is issuing a maximum principal amount of $6,890,000 of debt for the
purpose of financing the cost of the various capital improvements, including road, recreation and
public buildings improvements. This debt or obligation is expected to be repaid over a period of
approximately 19.7 years. At a net interest rate of 2.18%,the total interest paid over the life of the
debt or obligation will be $1,657,731.34. The source of repayment or security for the Village's
obligation is the non-ad valorem revenues of the Village as more specifically described in the
resolution authorizing the issuance of the Series 2021 Note. Based solely on the average annual
debt service calculations provided by Hilltop Securities Inc., authorizing the Series 2021 Note will
result in up to $434,583.40 of such non-ad valorem revenues not being available to finance other
services of the Village each year for 20 years.
The information in the preceding paragraph is for informational purposes only and shall
not affect or control the actual terms and conditions of the Series 2021 Note.
The undersigned authorized officer of the Lender hereby acknowledges receipt of the
Series 2021 Note.
STERLING NATIONAL BANK
By:
Name: Kevin King m
Its: Senior Vice President
STERLING
NATIONAL BANK
Village of Tequesta,Florida
345 Tequesta Drive
Tequesta,Florida 33469
Attention: Village Manager
Re: Village of Tequesta,Florida--$6,890,000 Capital Improvement Revenue Note, Series 2021, dated January 21,
2021 (together,the"Loan Obligation")
Ladies and Gentlemen:
Thank you for selecting Sterling National Bank("SNB") as your lender. We are delivering this letter to describe our role in
the transaction.
SNB has not acted and will not act as your agent or serve as your municipal advisor(as defined in Section 15B of the Securities
Exchange Act of 1934). We have no fiduciary duty to you and intend only to enter into an arm's-length transaction involving
extending credit to you through the purchase of the above-referenced Loan Obligation.
Any quote or indication of interest provided to you consists solely of the terms under which SNB may be willing to enter into
a transaction with you for its own account.
Please acknowledge the foregoing by signing where indicated below and returning this letter via e-mail to our counsel,
Gilmore & Bell, P.C. (e-mail: jiackson@gilmorebell.com). In addition, please identify below any registered municipal
advisor,financial advisor or placement agent you are working with on this transaction.
Please let us know if you or your counsel would like to further discuss these matters.Thank you again for doing business with
us. We look forward to working with you.
Date: January 21, 2021.
STERLING NATIONAL BANK
F-1 Placement Agent
(Name of Firm)
Z Financial Advisor/Registered Muni6ipal Advisor: HILLTOP SECURITIES INC.
(Name of Firm)
F-1 No Placement Agent/Financial Advisor/Registered Municipal Advisor
Acknowledgement:
VILLAGE OF TEQUESTA,FLORIDA
By: 6px I
Nam A—,k j -:e 44 1
Titl -0 Ct -
VILLAGE OF TEQUESTA,FLORIDA
$6,890,000
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021
TAX CERTIFICATE
The undersigned,Village Manager and Chief Financial Officer of the Village of Tequesta,
Florida (the "Village"), being duly charged, with others, with the responsibility for issuing the
Village's $6,890,000 Capital Improvement Revenue Note, Series 2021 (the "Series 2021 Note"),
HEREBY CERTIFY,pursuant to Section 148 of the Internal Revenue Code of 1986, as amended
(the "Code") and Sections 1.148-0 through 1.148-11 of the Income Tax Regulations (the
"Regulations"), as follows:
1. The Village is issuing the Series 2021 Note pursuant to the Constitution and laws
of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended, and
pursuant to the terms of Resolution No. 07-21 adopted by the Village Council of the Village on
January 14, 2021 (the"Resolution") and a Loan Agreement dated as of January 21, 2021,between
the Village and Sterling National Bank. (the "Loan Agreement") to provide for the deposit of
money to various funds and accounts established pursuant to the Loan Agreement for the following
purposes:
(a) to finance (i) construction of a new recreation center; (ii) street and
sidewalk improvements; (iii) other miscellaneous public safety and public works
improvements; and(iv) other parks and recreational improvements (the "Project"); and
(b) to pay the costs of issuing the Series 2021 Note (the "Issuance Expenses").
Unless otherwise specifically defined, all capitalized terms used in this certificate shall have the
meanings as set forth in the Resolution and the Loan Agreement.
2. On the basis of the facts, estimates and circumstances in existence on the date
hereof, I reasonably expect the following with respect to the Series 2021 Note and the use of the
proceeds thereof:
a. Sale Proceeds of the Series 2021 Note in the amount of$6,890,000 (representing
principal amount of the Series 2021 Note)are expected to be needed and fully expended as follows:
(i) $30,000.00 of said proceeds will be used to pay Issuance Expenses;
and
(ii) $6,860,000.00 of said proceeds will be deposited by the Village in
an account to be used to pay costs of the Project.
b. No accrued interest will be received by the Village on the Series 2021 Note.
5601 771 6;2
C. The total proceeds to be received from the sale of the Series 2021 Note, together
with anticipated investment earnings thereon, do not exceed the total of the amounts necessary for
the purposes described above.
d. None of the costs of the Project to be financed with Series 2021 Note proceeds or
investment earnings thereon were paid or incurred prior to the date of issuance of the Series 2021
Note.
e. The Village does not expect to sell or otherwise dispose of any property comprising
a part of the Project prior to the final maturity date of the Series 2021 Note, except such minor
parts or portions thereof as may be disposed of due to normal wear, obsolescence, or depreciation
in the ordinary course of business. The Village reasonably expects that it will own and operate the
Project throughout the term of the Series 2021 Note.
3. At least 85% of the spendable proceeds of the Series 2021 Note will be expended
within three years. Not more than 50% of the proceeds of the Series 2021 Note will be invested
in obligations having a substantially guaranteed yield for a period of four years or more.
4. No debt service reserve account will be established to secure the Series 2021 Note.
5. There are no funds or accounts established pursuant to the Resolution or otherwise,
other than the Debt Service Fund referred to below, which are reasonably expected to be used to
pay debt service on the Series 2021 Note, or which are pledged as collateral for the Series 2021
Note (or subject to a negative pledge) and for which there is a reasonable assurance on the part of
the noteholder that amounts therein will be available to pay debt service on the Series 2021 Note
if the Village encounters financial difficulties. The weighted average maturity of the Series 2021
Note is not greater than 11.0367 years and the weighted average maturity of the Series 2021 Note
does not exceed 120% of the average reasonably expected economic life of the Project. Land was
not taken into account in determining the average economic life of the Project.
6. The Loan Agreement establishes the "Sinking Fund" (herein referred to as the
"Debt Service Fund") which will be used primarily to achieve a proper matching of the revenues
used to pay the debt service on the Series 2021 Note within each bond year and amounts deposited
thereto will be depleted at least once a year except for any carryover amount which will not in the
aggregate exceed the greater of(A)the earnings on such fund for the immediately preceding bond
year, or (B) one-twelfth of the debt service on the Series 2021 Note.
7. The following represents the expectations of the Village with respect to the
investment of funds on deposit in the aforementioned funds and accounts:
a. Proceeds derived from the sale of the Series 2021 Note to be applied to pay Issuance
Expenses may be invested at an unrestricted yield for a period not to exceed thirteen
months from the date hereof.
b. Investment earnings on obligations acquired with amounts described in
subparagraph a. above may be invested at an unrestricted yield for a period of one
year from the date of receipt.
- 2 -
56017716;2
C. Amounts described in subparagraphs a. and b. that may not be invested at an
unrestricted yield pursuant to such subparagraphs, may be invested at an
unrestricted yield to the extent such amounts do not exceed $100,000 (the "Minor
Portion").
d. The proceeds of the Series 2021 Note to be used to pay costs of the Project are
reasonably expected to be spent within 3 years. Within 6 months the Village will
incur substantial binding obligations to third parties to expend at least 5% of such
amount on the Project and completion of the Project and allocation of the Series
2021 Note proceeds to expenditures will proceed with due diligence. Prior to the
third anniversary of the delivery of the Series 2021 Note, such amounts may be
invested at an unrestricted yield. In the event any amounts remain unexpended after
the third anniversary of the delivery of the Series 2021 Note, the Village will
consult with Bond Counsel as to the permitted investment of such amounts.
e. All amounts deposited in the Debt Service Fund may be invested at an unrestricted
yield for a period of 13 months from the date of deposit of such amounts to such
fund. Investment earnings on such amounts may be invested at an unrestricted yield
for a period of 13 months from the date of receipt of the amount earned.
f. Amounts described in subparagraph d. and e. that may not be invested in an
unrestricted yield pursuant to such subparagraph may be invested at an unrestricted
yield to the extent such amount does not exceed the Minor Portion reduced by the
amounts described in subparagraph c. that are invested at a yield in excess of the
yield on the Series 2021 Note.
9- Amounts described in this Paragraph 7 that may not be invested at an unrestricted
yield shall be invested at a yield not in excess of 2.1801% or be invested in tax-
exempt obligations under Section 103(a) of the Code the interest on which is not
an item of preference within the meaning of Section 57(a)(5) of the Code. All
investments shall be purchased at prevailing market prices and shall be limited to
securities for which there is an established market. If the proposed investments
include certificates of deposit or investment agreements, the Village shall comply
with the provisions contained in Treasury Regulation Section 1.148-5(d)(6). For
purposes of this paragraph, "tax-exempt obligations" means (1) obligations the
interest on which is excludable from gross income for federal income tax purposes
under Code Section 103(a), (2) stock of a tax-exempt mutual fund as defined in
Treasury Regulations Section 1.150-1(b), and (3) United States Treasury - State
and Local Government Series, Demand Deposit Securities.
8. For purposes of this Certificate, "yield" means that yield which when used in
computing the present worth of all payments of principal and interest to be paid on an obligation
produces an amount equal to the purchase price of such obligation. The yield on obligations
acquired with amounts described in Paragraph 7 hereof and the yield on the Series 2021 Note shall
be calculated by the use of the same frequency interval of compounding interest. For purposes of
computing yield, the purchase price of the Series 2021 Note is the issue price which was
determined as described in Paragraph 9 hereof. Any investments acquired with amounts that may
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56017716;2
not be invested at an unrestricted yield pursuant to Paragraph 7 above shall be purchased at
prevailing market prices and shall be limited to securities for which there is an established market,
shall be United States Treasury Obligations - State and Local Government Series or shall be tax-
exempt obligations under 103(a) of the Code the interest on which is not an item of tax preference
within the meaning of Section 57(a)(5) of the Code.
a. No interest rate swap or other contract has been and, absent a written opinion of
counsel nationally recognized in the area of municipal finance to the effect that entering into such
interest rate swap or other contract will not impair the exclusion of interest on the Series 2021 Note
from gross income for purposes of federal income taxation, no interest rate swap or other contract
will be entered into in relation to the Series 2021 Note.
9. The issue price of the Series 2021 Note is the purchase price thereof, being
$6,890,000.
10. Based on the assumptions contained in Paragraph 8 and 9 above, the yield on the
Series 2021 Note has been determined to be not less than 2.1801%, as shown on the Schedules
attached as Exhibit A hereto.
11. No bond insurance has been obtained in connection with the Series 2021 Note.
12, No portion of the proceeds of the Series 2021 Note will be used as a substitute for
other moneys of the Village which were otherwise to be used to pay the cost of the Project and
which have been or will be used to acquire, directly or indirectly, obligations producing a yield in
excess of the yield on the Series 2021 Note.
13. There are no other obligations of the Village that (i) are being sold at substantially
the same time as the Series 2021 Note (within 15 days); (ii) are being sold pursuant to a common
plan of financing together with the Series 2021 Note, and(iii)will be paid out of substantially the
same source of funds (or will have substantially the same claim to be paid out of substantially the
same source of funds) as the Series 2021 Note.
14. The Village has covenanted in the Loan Agreement that so long as the Series 2021
Note remain outstanding,the moneys on deposit in any fund or account maintained in connection
with the Series 2021 Note, will not be used in any manner that would cause the Series 2021 Note
to be "arbitrage bonds" within the meaning of Section 148 of the Code or bonds not described
under Section 103(a) of the Code and the applicable regulations promulgated from time to time
thereunder. Accordingly, the Village shall comply with the guidelines and instructions in the
Arbitrage Letter of Instructions from Bond Counsel, dated the date hereof, by which the Village
shall, among other things,pay or cause to be paid to the United States an amount equal to the sum
of(i) the excess of the aggregate amount earned from the investment of"Gross Proceeds" of the
Series 2021 Note from the date of issue over the amount that would have been earned if such
amounts had been invested at a yield equal to the yield of the bonds,plus(ii)the income or earnings
attributable to the excess amount described in (i).
15. The Series 2021 Note is not and will not be a part of a transaction or series of
transactions that attempts to circumvent the provisions of Section 148 of the Code (i) enabling the
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56017716-,2
Village to exploit the difference between tax-exempt and taxable interest rates to obtain a material
financial advantage and (ii) over-burdening the tax-exempt bond market.
16. The proceeds of the Series 2021 Note will not be used in such a manner that (i)
more than five (5)percent of such proceeds are reasonably expected to be used to make or finance
loans (other than loans which enable the borrower to finance any governmental tax or assessment
of general application for an essential governmental function or which are used to acquire or carry
nonpurpose investments) to any person other than a governmental unit; (ii) more than ten (10)
percent of such proceeds are both used for a private business use and as to which the private
payment test is met; or (iii) more than five (5)percent of the proceeds are both used for a private
business use which is unrelated or disproportionate to the governmental use of the proceeds and
as to which the private payment test is met.
Private business use means use in the trade or business of any natural person or any activity
carried on by any person other than a natural person or a state or local governmental unit,including
use resulting from a sale, lease, or management of the Project except as permitted in applicable
Treasury Regulations, and including use of the output of the Project pursuant to a contract that
provides the purchaser with the benefits and burdens of ownership of the Project. The private
payment test refers to the extent to which the payment of principal and interest is secured by any
interest in property used or to be used for private business use, or payments in respect of such
property, or is to be derived from payments in respect of property or borrowed money used or to
be used for a private business use.
The Village reasonably expects to comply with the above limitations for the term of the
Series 2021 Note. The Village will not sell the Project,nor any portion thereof,nor will the Village
enter into or permit any contract(s) with one or more nongovernmental persons that provide for
the sale of output from the Project, or provide for the use of the Project, or any portion thereof,by,
one or more nongovernmental persons,that might cause the foregoing private use limitations to be
exceeded. However, as described above, in the event the Village sells any portion of the Project
that results in a change of use of the Project to a non-governmental use, it will apply the proceeds
of any sale to redeem the Series 2021 Note to the extent required by the Code.
17. The Village designated the Series 2021 Note as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code. The Village, together with all its subordinate
entities or entities that issue obligations on its behalf, or on behalf of which it issues obligations,
during the current calendar year, has not issued and will not issue tax-exempt debt designated as
qualified tax-exempt obligations in an aggregate amount exceeding $10,000,000.
18. To the best of our knowledge, information and belief, the above expectations are
reasonable.
- 5 -
56017716;2
IN WITNESS WHEREOF, we have hereunto set our hands as of January 21, 2021.
VILLAGE OF TEQUESTA, FLORIDA
By. --
V' rage Manager
By; m
Chief Finan, ial O cer
m
[Signature page to Tax Certi/icate.]
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56017716;2
EXHIBIT A
[ATTACH SCHEDULES]
56017716;2
EXHIBIT B
January 21, 2021
Mayor and
Village Council
Village of Tequesta, Florida
RE: $6,890,000 Village of Tequesta, Florida Capital Improvement Revenue Note,
Series 2021
Ladies and Gentlemen:
This letter instructs you as to certain requirements of Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code"), with respect to the $6,890,000 Capital Improvement
Revenue Note, Series 2021 (the "Series 2021 Note"). Capitalized terms used in this letter, not
otherwise defined herein, shall have the same meanings as set forth in the Village's Tax Certificate
(the "Tax Certificate") executed on the date hereof.
This letter is intended to provide you with general guidelines regarding compliance with
Section 148(f)of the Code. Because the requirements of the Code are subject to amplification and
clarification,you should seek supplements to this letter from time to time to reflect any additional
or different requirements of the Code. In particular, you should be aware that regulations
implementing the rebate requirements of Section 148(f) (the "Regulations") have been issued by
the United States Treasury Department. These Regulations will, by necessity, be subject to
continuing interpretation and clarification through future rulings or other announcements of the
United States Treasury Department. You should seek further advice of Bond Counsel as to the
effect of any such future interpretations before the computation and payment of any arbitrage
rebate.
For the purposes of this Letter, (i) any instructions relating to a fund or account shall be
deemed to apply only to the portion of such fund or account allocable to the Series 2021 Note and.
(ii) any reference to "the date hereof' shall be deemed to mean January 21, 2021.
Rebate Summary: The Village expects that the proceeds of the Series 2021 Note will not
be invested at a yield higher than the yield on the Series 2021 Note (2.1801%), and so long as the
proceeds of the Series 2021 Note are so invested, no rebate or rebate calculation shall be
necessary.
Other than the amounts in the Sinking Fund (which are anticipated to be exempt from
rebate requirements as a bona fade debt service fund), there are no other funds which are expected
to be treated as `proceeds' of the Series 2021 Note and potentially subject to the rebate
requirement.
56017716;2
Section 1. Tax Covenants. Pursuant to the Resolution, the Village has made certain
covenants designed to assure that interest with respect to the Series 2021 Note is and shall remain
excluded from gross income for federal income tax purposes. The Village has agreed, and by this
Letter does hereby covenant, that it will not directly or indirectly use or permit the use of any
proceeds of the Series 2021 Note or any other funds or take or omit to take any actions that would
cause the Series 2021 Note to be"arbitrage bonds"within the meaning of Section 148 of the Code
and that would cause interest on the Series 2021 Note to be included in gross income for federal
income tax purposes under the provisions of the Code. You have further agreed by this letter to
comply with all other requirements as shall be determined by Bond Counsel (as hereinafter
defined) to be necessary or appropriate to assure that interest on the Series 2021 Note will be
excluded from gross income for federal income tax purposes. To that end,the Village will comply
with all requirements of Section 148 of the Code to the extent applicable to the Series 2021 Note.
In particular, the Village agrees to cause the proceeds of the Series 2021 Note and certain other
amounts described in Paragraph 7 of the Tax Certificate to be invested in a manner that is
consistent with the expectations set forth in such Tax Certificate. In the event that at any time the
Village is of the opinion that for purposes of this Section 1 it is necessary to restrict or to limit the
yield on the investment of any moneys held by the Village, the Village shall take such action as
may be necessary.
Section 2. Definitions. Unless the context otherwise requires, in addition to the use of
the terms defined in the Tax Certificate, the following capitalized terms have the following
meanings:
"Bond Counsel" shall mean Akerman LLP, or other nationally recognized bond counsel.
"Bond Year" shall mean the one year period that ends at the close of business on the day
in the calendar year that is selected by the Village. The first and last bond year may be short
periods.
"Bond Yield"shall mean that discount rate that, when used in computing the present value
on the Delivery Date of all unconditionally payable payments of principal, interest, retirement
price,and any Qualified Guarantee payments paid and to be paid on the Series 2021 Note,produces
an amount equal to the present value on the Delivery Date, using the same discount rate, of the
aggregate Issue Price of the Series 2021 Note. Yield is computed under the Economic Accrual
Method using any consistently applied compounding interval of not more than one year. Short
first and last compounding intervals may be used. Other reasonable, standard financial
conventions, such as the 30 days per month/360 days per year convention, may be used in
computing yield but must be consistently applied. The yield on the Series 2021 Note, computed
by the financial advisor in this manner, is 2.1801%.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
Treasury Regulations promulgated thereunder.
"Computation Date" shall mean any date selected by the Village as a computation date
pursuant to Section 1.148-3(e) of the Regulations, and the Final Computation Date.
56017716;2
"Computation Credit Amount" means an amount, as of each Computation Credit Date,
equal to $1,000.
"Computation Credit Date" means the last day of each Bond Year during which there are
amounts allocated to Gross Proceeds of the Series 2021 Note that are subject to the rebate
requirement of Section 148(f) of the Code, and the Final Computation Date.,
"Delivery Date" shall mean January 21, 2021.
"Economic Accrual Method" shall mean the method of computing yield that is based on
the compounding of interest at the end of each compounding period (also known as the constant
interest method or the actuarial method).
"Final Computation Date" shall mean the date that the last bond that is part of the Bonds
is discharged.
"Gross Proceeds" shall mean with respect to the Series 2021 Note, any proceeds of the
Series 2021 Note and any funds (other than the proceeds of the Series 2021 Note) that are a part
of a reserve or replacement fund for the issue, which amounts include amounts which are (A)
actually or constructively received by the Village from the sale of the Bonds (other than amounts
used to pay Accrued Interest on the Series 2021 Note as set forth in the Tax Certificate); (B)treated
as transferred proceeds (as defined in Section 1.148-9(b) of the Regulations; (C) treated as
Replacement Proceeds under Section 1.148-1(c) of the Regulations; (D) invested in a reasonably
required reserve or replacement fund (as defined in Section 1.148-2(f) of the Regulations); (E)
pledged by the Village as security for payment of debt service on the Series 2021 Note; (F)
received with respect to obligations acquired with proceeds of the Series 2021 Note; (G) used to
pay debt service on the Series 2021 Note; and (H) otherwise received as a result of investing any
proceeds of the Series 2021 Note. The determination of whether an amount is included within this
definition shall be made without regard to whether the amount is credited to any fund or account
established under the Resolution or (except in the case of an amount described in (E) above)
whether the amount is subject to the pledge of such instrument.
"Guaranteed Investment Contract"means any Nonpurpose Investment that has specifically
negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, and
also includes any agreement to supply investments on two or more future dates (e.g., a forward
supply contract).
"Installment Payment Date" shall mean a Computation Date that is not later than five years
after the Delivery Date and subsequent Computation Dates which occur no later than five years
after the immediately preceding Installment Payment Date.
"Investment Property" shall mean any security or obligation, any annuity contract or other
investment-type property within the meaning of Section 148(b)(2) of the Code. The term
Investment Property shall not include any obligation the interest on which is excluded from gross
income (other than a Specified Private Activity Bond) within the meaning of Section 57(a)(5)(C)
56017716;2
of the Code) and shall not include an obligation that is a one-day certificate of indebtedness issued
by the United States Treasury pursuant to the Demand Deposit State and Local Government Series
Program described in 31 CFR,part 344.
"Issue Price" shall mean, with respect to each bond comprising the Series 2021 Note, the
issue price determined in the manner described in Paragraph 9 of the Tax Certificate.
"Issue Yield" shall mean the Bond Yield unless the Bonds are described in Section 1.148-
4(b)(3) or (4) of the Regulations, in which case, the Issue Yield shall be the Bond Yield as
recomputed in accordance with such provisions of the Regulations.
"Nonpurpose Investment" shall mean any Investment Property in which Gross Proceeds
are invested, other than any Purpose Investment as defined in Section 148-1(b)of the Regulations.
For purposes of this Letter, Investment Property acquired with revenues deposited in the Bond
Service fund to be used to pay debt service on the Bonds within 13 months of the date of deposit
therein shall be disregarded if the annual earrings on such fund are not more than$100,000.
"Nonpurpose Payment" shall, with respect to a Nonpurpose Investment allocated to the
Bonds, include the following: (1) the amount actually or constructively paid to acquire the
Nonpurpose Investment; (2)the Value of an investment not acquired with Gross Proceeds on the
date such investment is allocated to the Bonds, and(3) any payment of Rebatable Arbitrage to the
United States Government not later than the date such amount was required to be paid. In addition,
the Computation Credit Amount shall be treated as a Nonpurpose Payment with respect to the
Bonds on each Computation Credit Date.
"Nonpurpose Receipt" shall mean any receipt or payment with respect to a Nonpurpose
Investment allocated to the Series 2021 Note. For this purpose, the term "receipt" means any
amount actually or constructively received with respect to the investment. In the event a
Nonpurpose Investment ceases to be allocated to the Series 2021 Note other than by reason of a
sale or retirement, such Nonpurpose Investment shall be treated as if sold on the date of such
cessation for its Value. In addition, the Value of each Nonpurpose Investment at the close of
business on each Computation Date shall be taken into account as a Nonpurpose Receipt as of such
date,and each refund of Rebatable Arbitrage pursuant to Section 1.148-3(i)of the regulations shall
be treated as a Nonpurpose Receipt.
"Qualified Guarantee" shall have the meaning set forth in the Code; as of the date of
issuance of the Series 2021 Note no Qualified Guarantee has been obtained with respect to the
Series 2021 Note nor is it expected that any Qualified Guarantee will be obtained.
"Rebatable Arbitrage" shall mean as of any Computation Date the excess of the future
value of all Nonpurpose Receipts with respect to the Series 2021 Note over the future value of all
Nonpurpose Payments with respect to the Series 2021 Note. The future value of a Nonpurpose
Payment or a Nonpurpose Receipt as of any Computation Date is determined using the Economic
Accrual Method and equals the value of that payment or receipt when it is paid or received (or
treated as paid or received), plus interest assumed to be earned and compounded over the period
56017716;2
at a rate equal to the Issue Yield, using the same compounding interval and financial conventions
used in computing that yield.
"Retirement Price" shall mean,with respect to a bond,the amount paid in connection with
the retirement or redemption of the bond.
"Value" means value as determined under Section 1.148-5(d) of the Regulations for the
investments.
Section 3. Rebate Requirement.
(a) Pursuant to this Letter, upon a determination that the amount of Rebatable
Arbitrage is greater than$0,there shall be established a fund separate from any other fund
established and maintained under the Resolution designated the Rebate Fund(the "Rebate
Fund"). The Village shall administer or cause to be administered the Rebate Fund and
invest any amounts held therein in Nonpurpose Investments. Moneys shall not be
transferred from the Rebate Fund except as provided in this Section 3.
(b) The Village specifically covenants that it will pay or cause to be paid to the
United States Government the following amounts:
(i) No later than 60 days after each Installment Payment Date, an
amount which,when added to the future value of all previous rebate payments made
with respect to the Series 2021 Note, equals at least 90 percent of the Rebatable
Arbitrage calculated as of each such Installment Payment date; and
(ii) No later than 60 days after the Final Computation Date, an amount
which, when added to the future value of all previous rebate payments made with
respect to the Series 2021 Note, equals 100 percent of the Rebatable Arbitrage as
of the Final Computation Date.
(c) Any payment of Rebatable Arbitrage made within the 60-day period
described in Section 3(b)(1) and (2) above may be treated as paid on the Installment
Payment Date or Final Computation Date to which it relates.
(d) On or before 55 days following each Installment Payment Date and the
Final Computation Date,the Village shall determine the amount of Rebatable Arbitrage to
be paid to the United States Government as required by Section 3(b) of this Letter. Upon
making this determination, the Village shall take the following actions:
(i) If the amount of Rebatable Arbitrage is calculated to be positive,
deposit the required amount of Rebatable Arbitrage to the Rebate Fund;
56017716;2
(ii) If the amount of Rebatable Arbitrage is calculated to be negative and
money is being held in the Rebate Fund,transfer from the Rebate Fund the amount
on deposit in such fund; and
(iii) On or before 60 days following the Installment Payment Date or
Final Computation Date, pay the amount described in Section 3(b) of this Letter to
the United States Government at the Internal Revenue Service Center,Philadelphia,
Pennsylvania 19255. Payment shall be accomplished by Form 8038T. A rebate
payment is paid when it is filed with the Internal Revenue Service at the above
location.
(e) The Village shall keep proper books of record and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the money related to the Series 2021 Note,
including money derived from, pledged to, or to be used to make payments on the Series
2021 Note. Such records shall specify the account or fund to which each investment (or
portion thereof)held by the Village is to be allocated and shall set forth,in the case of each
investment security, (a) its purchase price; (b) nominal rate of interest; (c) the amount of
accrued interest purchased(included in the purchase price); (d)the par or face amount; (e)
maturity date; (f)the amount of original issue discount or premium(if any); (g)the type of
Investment Property; (h) the frequency of periodic payments; (i) the period of
compounding; 0) the yield to maturity; (k) date of disposition; (1) amount realized on
disposition (including accrued interest); and (m) market price data sufficient to establish
the fair market value of any Nonpurpose Investment as of any Computation Date, and as
of the date such Nonpurpose Investment becomes allocable to, or ceases to be allocable to,
Gross Proceeds of the Series 2021 Note.
Section 4. Prohibited Investments and Dispositions.
(a) No Investment Property shall be acquired with Gross Proceeds for an
amount(including transaction costs) in excess of the fair market value of such Investment
Property. No Investment Property shall be sold or otherwise disposed of for an amount
(including transaction costs) less than the fair market value of the Investment Property.
(b) For purposes of subsection 4(a), the fair market value of any Investment
Property for which there is an established market shall be determined as provided in
subsection 4(c). Except as otherwise provided in subsections 4(e) and (f), any market
especially established to provide Investment Property to an issuer of governmental
obligations shall not be treated as an established market.
(c) The fair market value of any Investment Property for which there is an
established market is the price at which a willing buyer would purchase the investment
from a willing seller in a bona fide,arm's-length transaction. Fair market value is generally
determined on the date on which a contract to purchase or sell the Investment Property
becomes binding (i.e., the trade date rather than the settlement date). If a United States
56017716;2
Treasury obligation is acquired directly from or disposed of directly to the United States
Treasury, such acquisition or disposition shall be treated as establishing a market for the
obligation and as establishing the fair market value of the obligation.
(d) Except to the extent provided in subsections (e) and (f), any Investment
Property for which there is not an established market shall be rebuttably presumed to be
acquired or disposed of for a price that is not equal to its fair market value.
(e) In the case of a certificate of deposit that has a fixed interest rate, a fixed
payment schedule, and a substantial penalty for early withdrawal, the purchase price of
such a certificate of deposit is treated as its fair market value on its purchase date if the
yield on the certificate of deposit is not less than (1) the yield on reasonably comparable
direct obligations of the United States; and(2)the highest yield that is published or posted
by the provider to be currently available from the provider on reasonably comparable
certificates of deposit offered to the public.
(f) The purchase price of a Guaranteed Investment Contract is treated as its fair
market value on the purchase date if:
(i) The Village makes a bona fide solicitation for the Guaranteed
Investment Contract with specified material terms and receives at least three
qualifying bids from different reasonably competitive providers of Guaranteed
Investment Contracts that have no material financial interest in the Bonds;
(ii) The Village purchases the highest-yielding Guaranteed Investment
Contract for which a qualifying bid is made (determined net of broker' fees);
-(iii) The determination of the terms of the Guaranteed Investment
Contract takes into account as a significant factor the Village's reasonably expected
drawdown schedule for the funds to be invested, exclusive of float fiends and
reasonably required reserve and replacement funds;
(iv) The collateral security requirements for the Guaranteed Investment
Contract are reasonable, based on all the facts and circumstances;
(v) The obligor of the Guaranteed Investment Contract certifies those
administrative costs that it is paying (or expects to pay) to third parties in
connection with the contract; and
(vi) The yield on the Guaranteed Investment Contract is not less than the
yield currently available from the obligor on reasonably comparable investment
contracts offered to other persons, if any, from a source of funds other than Gross
Proceeds of tax-exempt bonds.
s6o17716;2
Section 5. Accounting for Gross Proceeds. In order to perform the calculations
required by the Code and the Regulations, it is necessary to track the investment and expenditure
of all Gross Proceeds. To that end, the Village must adopt a reasonable and consistently applied
method of accounting for all Gross Proceeds.
Section 6. Administrative Costs of Investments.
(a) Except as otherwise provided in this Section, an allocation of Gross
Proceeds of the Series 2021 Note to a payment or receipt on a Nonpurpose Investment is
not adjusted to take into account any costs or expenses paid, directly or indirectly, to
purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus,
administrative costs generally do not increase the payments for,or reduce the receipts from,
Nonpurpose Investment.
(b) In determining payments and receipts on Nonpurpose Investments,
Qualified Administrative Costs are taken into account by increasing payments for, or
reducing the receipts from, the Nonpurpose Investments. Qualified Administrative Costs
are reasonable, direct administrative costs, other than carrying costs, such as separately
stated brokerage or selling commissions,but not legal and accounting fees,record keeping,
custody, and similar costs. General overhead costs and similar indirect costs of the Village
such as employee salaries and office expenses and costs associated with computing
Rebatable Arbitrage are not Qualified Administrative Costs.
(c) Qualified Administrative Costs include all reasonable administrative costs,
without regard to the limitation on indirect costs stated in subsection (b) above, incurred
by:
(i) A publicly offered regulated investment company (as defined in
Section 67(c)(2)(B) of the Code; and
(ii) A commingled fund in which the Village and any related parties do
not own more than 10 percent of the beneficial interest in the fund.
(d) For a Guaranteed Investment Contract, a broker's commission paid on
behalf of either the Issuer or the provider is not a Qualified Administrative Cost to the
extent that the commission exceeds 0.05 percent of the amount reasonably expected to be
invested per year.
Section 7. Records; Bond Counsel Opinion.
(a) The Issuer shall retain all records with respect to the calculations and
instructions required by this Letter for at least six years after the date on which the last of
the principal of and interest on the Bonds has been paid, whether upon maturity,
redemption or acceleration thereof.
56017716;2
(b) Notwithstanding any provisions of this Letter, if the Village shall be
provided an opinion of Bond Counsel that any specified action required under this Letter
is no longer required or that some further or different action is required to maintain or
assure the exclusion from federal gross income of interest with respect to the Series 2021
Note, the Village may conclusively rely on such opinion in complying with the
requirements of this Letter.
Section 8. Survival of Defeasance. Notwithstanding anything in this Letter to the
contrary, the obligation of the Village to remit the Rebate Requirement to the United States
Department of the Treasury and to comply with all other requirements contained in this Letter
must survive the defeasance or payment of the Series 2021 Note.
Very truly yours,
AKERMAN LLP.
Received and acknowledged:
VILLAGE OF TEQUESTA, FLORIDA
By:
Financjpte-_ or
Dated: January 21, 2021
56017716;2
I@_,E DAVIS &
ME
ssociATES PA.
Keith W. Davis,Esq.
Florida Bar Board Certified Attorney in
City; County and Local Government Law
Email:keith@davislawteam.com
January 21, 2021
Abigail Brennan, Mayor
Kyle Stone, Vice Mayor
Laurie Brandon, Frank D'Ambra, and Bruce Prince, Council Members
Village of Tequesta
345 Tequesta Drive
Tequesta, Florida 33469
and
Sterling National Bank
New York, New York
and
Akerman LLP
Jacksonville, Florida
Re: Village of Tequesta, Florida
$6,890,000.00 Capital Improvement Revenue Note, Series 2021
Ladies and Gentlemen:
I have acted as Village Attorney for the Village of Tequesta, Florida (the "Village")
in connection with the authorization of a Loan Agreement (the "Loan Agreement") be-
tween Sterling National Bank (the "Lender") and the Village, and the delivery by the Vil-
lage of its $6,890,000.00 Capital Improvement Revenue Note, Series 2021 (the "Series
2021 Note"), payable to the Lender, dated January 21, 2021, pursuant to a Resolution
duly adopted by the Village Council of the Village (the "Village Council") on January 14,
2021 (the "Resolution"). I have examined all proceedings of the Village in connection with
the authorization and the delivery of the Loan Agreement and the Series 2021 Note by
the Village. Based thereon, I am of the opinion that:
701 Northpoint Parkway,Suite 205,West Palm Beach,FL 33407 1 p 561-586-7116 1 f 561-586-9611
www.davislawteam.com
LEADING ATTORNEYS IN LOCAL GOVERNMENT LAW AND ETHICS
(1) The Village is a municipal corporation organized under the laws of the State
of Florida (the "State") and had and has good right and lawful authority under the Consti-
tution and laws of the State to enact the Resolution, to authorize and issue the Series
2021 Note, and to enter into and perform its obligations under the Loan Agreement.
(2) The Resolution has been duly adopted by the Village Council, is in full force
and effect, and the Resolution, the Loan Agreement and the Series 2021 Note are valid
and binding obligations of the Village enforceable in accordance with their terms as part
of its contract with the holders of the Series 2021 Note, except to the extent that the
enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally, and except to the exercise of judicial discretion.
(3) As of the date hereof, the Village has duly performed all obligations to be per-
formed by it pursuant to the Resolution and the Loan Agreement.
(4) To the best of my knowledge, the Village is not in any material breach of, or
material default under, any applicable constitutional provision, law or administrative reg-
ulation of the State or the United States or any applicable judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement or other material instrument to
which the Village is a party or to which the Village or any of its property or assets is
otherwise subject, including the Resolution and the Loan Agreement, which would have
a material, adverse impact on the Village's ability to perform its obligations under the
Resolution and the Loan Agreement. Further, to the best of my knowledge, no event has
occurred or is continuing which, with the passage of time or the giving of notice, or both,
would constitute a default or event of default on the part of the Village or the other parties
thereto under any of the aforesaid instruments.
(5) To the best of my knowledge, enactment of the Resolution and the execution
and delivery of the Series 2021 Note and the Loan Agreement, and compliance with the
provisions on the Village's part contained therein, will not conflict with or constitute a
breach of or default under any judgment, decree, loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the Village is a party or to which the
Village or any of its property or assets is otherwise subject. Further, to the best of my
knowledge, the execution of, delivery, enactment and/or compliance with the Resolution,
the Series 2021 Note or the Loan Agreement will not result in the creation or imposition
of any lien, charge or other security interest or encumbrance of any nature whatsoever
upon any of the property or assets of the Village or under the terms of any judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument
to which the Village is a party or to which the Village or any of its property or assets is
otherwise subject, except as expressly provided in the Resolution, the Loan Agreement
and the Series 2021 Note.
(6) There is no action, suit, proceeding, inquiry or investigation at law or in equity
before or by any court, government agency, public board or body, pending or, to the best
of my knowledge, threatened against or affecting the Village, nor to the best of my
knowledge is there any basis for such action, suit, proceeding, inquiry or investigation,
wherein an unfavorable decision, ruling or finding would have a materially adverse effect
upon the transactions contemplated by the Resolution and the Loan Agreement or the
validity of the Series 2021 Note, the Loan Agreement or the Resolution.
2
(7) All approvals, consents, authorizations and orders of any governmental au-
thority or agency having jurisdiction in any matter which would constitute a condition prec-
edent to the performance by the Village of its obligations under the Series 2021 Note, the
Resolution and the Loan Agreement have been obtained and are in full force and effect.
At your request, I hereby consent to reliance hereon by any assignee of the Lender's
interest in the Note and the Loan Agreement pursuant to an assignment that is made in
accordance with the provisions of the Loan Agreement, on the condition and understand-
ing that: (i) this opinion speaks only as of the date hereof, (ii) I have no responsibility or
obligation to update this opinion, to consider its applicability or correctness to any person
other than its addressees, or to take into account changes in law, facts or any other de-
velopments of which I may later become aware, and (iii) any such reliance by a future
assignee must be actual and reasonable under the circumstances existing at the time of
assignment, including any changes in law, facts or any other developments known, to or
reasonably knowable by the assignee at such time.
Sin y .
'ith vis, Es
Village Attorney, Village of Tequesta
3
akerman
Akerman LLP
50 North Laura Street
Suite 3100
Jacksonville,FL 32202-3646
January 21 2021 Tel: 904.798.3700
' Fax: 904.798.3730
Mayor
Village of Tequesta, Florida
Sterling National Bank
New York,New York
We have acted as bond counsel in connection with the issuance by the Village of Tequesta,
Florida (the "Village") of its $6,890,000 Capital Improvement Revenue Note, Series 2021 (the
"Series 2021 Note"), payable to Sterling National Bank (the "Lender"), and the execution and
delivery of a Loan Agreement, dated January 21, 2021 (the "Loan Agreement") between the
Village and the Lender.
The Series 2021 Note is being issued pursuant to the Constitution and Statutes of the State
of Florida, including particularly Chapter 166,Florida Statutes, and other applicable provisions of
law, and Resolution No. 07-21 adopted by the Village Council of the Village (the "Village
Council") on January 14, 2021 (the "Resolution"), to provide for financing for capital projects of
the Village. We have also examined the executed Series 2021 Note and Loan Agreement.
Capitalized undefined terms used herein shall have the meanings set forth in the Resolution and
the Loan Agreement.
As to questions of fact material to our opinion, we have relied upon representations of the
Village contained in the Resolution and the Loan Agreement and in the certified proceedings and
other certifications of public officials furnished to us, without undertaking to verify the same by
independent investigation. We have not undertaken an independent audit, examination,
investigation or inspection of such matters and have relied solely on the facts, estimates and
circumstances described in such proceedings and certifications. We have assumed the genuineness
of signatures on all documents and instruments, the authenticity of documents submitted as
originals, and the conformity to originals of documents submitted as copies.
We have not been engaged or undertaken to review the accuracy, completeness or
sufficiency of any offering material relating to the Series 2021 Note. This opinion should not be
construed as offering material, an offering circular, prospectus or official statement and is not
intended in any way to be a disclosure statement used in connection with the sale or delivery of
the Series 2021 Note.
The Series 2021 Note and the interest thereon are limited, special obligations of the Village
payable from the Non-Ad Valorem Revenues budgeted, appropriated and deposited to the funds
established pursuant to the Loan Agreement in any Fiscal Year by the Village for the payment of
the Series 2021 Note (the "Pledged Funds"), all in the manner described in the Resolution and the
56132978;1
Mayor, Village of Tequesta
Sterling National Bank
Page 2
Loan Agreement. The Village has reserved the right to issue obligations in the future which shall
have a lien on specific Non-Ad Valorem Revenues upon satisfaction of the conditions set forth in
the Loan Agreement.
The Series 2021 Note does not constitute a general obligation or indebtedness of the
Village within the meaning of any constitutional, statutory or other limitation of indebtedness and
the holders thereof shall never have the right to compel the exercise of any ad valorem taxing
power of the Village or taxation in any form of any real or personal property for the payment of
the principal of or interest on the Series 2021 Note.
The opinions set forth below are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the federal income tax laws of the United States of America.
Based upon this examination, we are of the opinion that, under existing law:
1. The Resolution and the Loan Agreement are valid and binding obligations of the Village
enforceable upon the Village in accordance with their respective terms.
2. The Series 2021 Note has been duly authorized, executed and delivered by the Village,
and is a valid and binding special obligation of the Village enforceable in accordance with its
terms, payable solely from the sources provided therefor in the Resolution and the Loan
Agreement.
3. The interest on the Series 2021 Note is excluded from gross income for federal income
tax purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax on individuals. For purposes of the opinions expressed in the preceding sentence we have
assumed compliance by the Village with various covenants contained in the Resolution and the
Loan Agreement and the tax certificate relating to certain arbitrage rebate and other tax
requirements contained in Section 103 and Part TV of Subchapter B of Chapter I of the Internal
Revenue Code of 1986, as amended(the"Code"),to the extent necessary to preserve the exclusion
of interest on the Series 2021 Note from gross income for federal income tax purposes. Failure of
the Village to comply with such requirements could cause interest on the Series 2021 Note to be
included in gross income for federal income tax purposes retroactive to the date of issuance of the
Series 2021 Note. Other provisions of the Code may give rise to adverse federal income tax
consequences to particular owners of the Series 2021 Note. The scope of this opinion is limited
to matters addressed above and no opinion is expressed hereby regarding other federal tax
consequences that may arise due to ownership of the Series 2021 Note other than expressed in
paragraph 4 below.
4. The Series 2021 Note is a "qualified tax-exempt obligation" within the meaning of
Section 265(b)(3) of the Code.
5. The Series 2021 Note is exempt from registration under the Securities Act of 1933, as
amended, and the Resolution is exempt from qualification as an indenture under the Trust
Indenture Act of 1939, as amended.
56132978;1
Mayor, Village of Tequesta
Sterling National Bank
Page 3
It is to be understood that the rights of the owner of the Series 2021 Note and the
enforceability thereof may be subject to the exercise of judicial discretion in accordance with
general principles of equity, to the valid exercise of the sovereign police powers of the State of
Florida and the constitutional powers of the United States of America and to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
heretofore or hereafter enacted.
At your request, we hereby consent to reliance hereon by any assignee of the Lender's
interest in the Note and the Loan Agreement pursuant to an assignment that is made in accordance
with the provisions of the Loan Agreement, on the condition and understanding that: (i) this
opinion speaks only as of the date hereof, (ii) we have no responsibility or obligation to update
this opinion, to consider its applicability or correctness to any person other than its addressees, or
to take into account changes in law,facts or any other developments of which we may later become
aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the
circumstances existing at the time of assignment, including any changes in law, facts or any other
developments known to or reasonably knowable by the assignee at such time.
Sincerely,
56132978;1
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720
Department of the Treasury ►See separate instructions.
Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer Identification number(EIN)
Village of Tequesta,Florida
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
Peter L.Dame 904=598-8676
4 Number and street(or P.O.box if mail is not delivered to street address) RoomJsuite 5 Report number(For IRS Use Only)
345 Tequesta Drive 3
6 City,town,or post office,state,and ZIP code 7 Date of issue
Tequesta,FL 33469 January 21,2021
8 Name of issue 9 CUSIP number
$6,890,000 Capital Improvement Revenue Note,Series 2021
10a Name and title of officer or other employee of the Issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
Instructions) employee shown on 10a
Hugh Dunkley,Finance Director 561-768-0424
Type of Issue(enter the issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 510,000 00
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe ► Parks,Recreation,Community Center 18 6,380,000 00
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑✓
Description of Obligations. Complete for the entire issue for which this form is being filed.
(c)Stated redemption (d)Weighted
(a)Final maturity date (b)Issue price price at maturity average maturity (e)Yield
21 10/1/2040 6,890,000.00 6,890,000.00 11.3067 years 2:1801 /e
rM Uses of Proceeds of Bond Issue(including underwriters'discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 22 0 00
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 6,890,000 00
24 Proceeds used for bond issuance costs(including underwriters'discount) . 24 30,000 00
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 0 00
26 Proceeds allocated to reasonably required reserve or replacement fund 26 0 00
27 Proceeds used to currently refund prior issues . . . . . . . . 27 0 00
28 Proceeds used to advance refund prior issues . . . . . . . . . 28 0 00
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . 29 30'0001 00
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 1 6,860,0001 00
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called(MMJDDIYYYY) . . . . . . ►
34 Enter the date(s)the refunded bonds were issued►(MMIDD(YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation No-
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider Pi-
c Type of hedge No-
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► 0
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . ► ❑✓
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . Ni-
b Enter the date the official intent was adopted►
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process is return,to the person that I have authorized above.
Consent ' LAaJeremy Allen,Village Manager
Sig re of issuer's authorized representative Date Type or print name and title
Prin �Y ,
preparer's name Pre rer' signatur Dat 7PTINPaidGheck ❑ ifPreparer eeame 2"ry self employed402758
Use Only Firm's name ► Akerman LLP Firm's EIN 0- 59.311860
m's address ► 50 N.Laura Street,Suite 3100,Jacksonville,FL 32202 Phone no. 904-798-3700
Form 8038-Ca(Rev.9-2011)
akerman
Akerman LLP
50 North Laura Street
Suite 3100
Jacksonville,FL 32202-3646
Tel: 904.798.3700
Fax: 904.798.3730
January 21, 2021
Certified Mail
Return Receipt Requested
Internal Revenue Service Center
Ogden, Utah
Re: $6,890,000 Village of Tequesta, Florida Capital Improvement Revenue Note,
Series 201
Gentlemen:
Enclosed for filing is one fully executed Form 8038-G, Information Return for
Tax-Exempt Government Obligations, pertaining to the above-referenced issue. The
Village is filing the enclosed Form 8038-G in accordance with the provisions of Section
149(a) of the Internal Revenue Code of 1986, as amended.
If you have any questions,please call me.
Sincerely yours,
Peter L. Dame
PLD
Enclosure
56133025;1
56133025;1
Notice Of Sale Printed On: 1/19/2021 11:42:35AM
Bond issue name: Village of Tequesta, Florida$7,000,000 Capital Improvement Revenue Note, Series 2021 (the"Series 2021
Note")
Sale date: 01/15/2021
Closing date: 01/21/2021
Submitted by: indra.rivas@akerman.com
Submission date: 01/11/2021
4*
HilltopSecurities TO: Working Group
FROM: Hilltop Securities Inc.
DATE: Jamuary5, 2021
RE: Closing Instructions
Village ofTequesta. Florida(the^W|kage")
Capital Improvement Revenue Ncte. Gerie 2021 (the"Series 2021 Note")
This memorandum outlines |nhznneUon for the closing of the above-referenced financing and summarizes the
money transfer(s) necessary for closing. Unless otherwise no0od, all funds will be delivered in Federal Funds.The
wiring of monies to complete the closing will occur on the morning of January 21, 2021.
Pre-Closing and ClosipcL,
Akerman LLP ("Note Counsel")will coordinate the signing of the Series 2021 Note documents by mail/e-mail
prior to and in preparation of the anticipated closing on Thursday,January 21,2021.There will be no in-person
pre-closing or closing for this transaction.
Description of Series 2021 Note:
The Gehoe 2021 Note, which will be issued in the amount of $S.8QO.O0O. will be eghsbsnad in the name of
Shad|ngNaUone| Benh(Uhe^Lendm").Tho8edeo2U21NobewhoUbearintereataL2J896permnnum.aubjeutbo
adjustment(s)as provided in the Loan Agreement, and will mature on October 1, 2040.
CommunitySources and Uses of Funds:
WEEMOM
Principal Amount $6,890000.00
Deposit to Project Fund:
x
6
_ _
Streets&Roadway"
ects
�@ Deposit to Project Fund 6,860,006.00
costs of Issuance 30,000.00
Total,Uses of Funds $6,890,000.00
i National Bank to TD Bank(on behalf of the Villaq
On the morning of January 21. 2021. provided that all Series 2021 Note financing documents have been
executed,the Lender will transfer funds consisting of one(1)wire totaling$6,890,000 to the Village pursuant to
the wiring instructions provided below. Of this amount, $0,BG8,DOQ will be used bz pay the costs of the projects
and$3O.00O will ba used bo pay the costs of issuance associated with the Series 2U21Note.
Wire Amount: $8.890.000.00
Bank Name: TD Bank, N.A.
Bank Address: 2O35 Limestone Road, Wilmington, DE1Q8O8
ABA/RouUngNo: 031101260
Beneficiary Name: Village ofToqueeba
HilltopSecurities.Beneficiary Address: 345 Tequesta Drive,Tequesta. FL%48S
Beneficiary Account Nu.� 4308982055
Attention: Robert Wilkins/(5G1)352-2143/vobartxi|Nna@td.uom
Delivery of the Series 2021 Note:
Upon confirmation of the receipt of the wire transfer on January 21,2021 and prior execution and delivery of all
closing documents and legal opinions associated with the Series 2021 Note. Note Counsel shall inform the
Village and Lender that all conditions of closing have been met and release the Series 2021 Note to the Lender,
ot which time the financing will boclosed.
Costs of Issuance:
Upon successful closing o[the Series 2O21 Note, the Village shall pay all costs associated with the issuance
and delivery of the Series 2021 Note.A breakdown of these costs of issuance is provided below:
Issuer Counsel Fee Da�hs&Ashton, P.A. $5,000.00
Financial Ad\4sor Fee Hilltop��ecuritles Inc. 15,000.00
Total Costs of Issuance $30,000.00
Costs of issuance should be billed directly to the Village to the attention of Hugh Dunkley, Finance Director, at
.
The Village certifies and acknowledges that the above wiring instructions are accurate, and that the Lender
may rely on this information in making the requested wire transfer(s).The Village will hold the Lender harmless
if it acts in accordance with the instructions above,and the Lender shall only be liable as provided by applicable
law for any error or delay. In no event will the Lender be liable for any special consequential, punitive, indirect
or exemplary damages.
Acknowledged by:
VILLAGE C>FTEQUESTA,FLORIDA
Date