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HomeMy WebLinkAboutResolution_11-98/99_01/14/1999 RESOLUTION NO. 11 -98/99 1 0 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE VILLAGE IN THE PRINCIPAL AMOUNT OF $5,000,000 TO FINANCE THE COST OF CAPITAL PROJECTS OF THE VILLAGE AND TO REFINANCE AN EXISTING NOTE OF THE VILLAGE; PROVIDING THAT SUCH NOTE SHALL NOT BE A GENERAL OBLIGATION OF THE VILLAGE BUT SHALL BE PAYABLE ONLY FROM APPROPRIATED FUNDS AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES, AND REMEDIES FOR THE OWNER OF SUCH NOTE; PROVIDING FOR THE CREATION OF CERTAIN FUNDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA, THAT: Section 1. Autho i-this- Res- olution. This Resolution is adopted pursuant to the provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village of Tequesta, Florida, and other applicable provisions of law. Section 2. Definitions. The following words and phrases shall have the following meanings when used herein: "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer, and other applicable provisions of law. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "Clerk" means the duly appointed Village Clerk of the Issuer, or any duly authorized deputy thereof. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Cost" means, with respect to the Project, all items of cost authorized by the Act. "Issuer" means the Village of Tequesta, Florida, a municipal corporation of the State of Florida. "Loan Agreement" means the agreement between the Issuer and the Original Purchaser in the form attached hereto as Exhibit "B." "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice -Mayor of the Issuer. "Non Ad Valorem Revenues" means any and all revenues of the Issuer which are not derived by the Issuer from its imposition, levy and collection of ad valorem taxes on real and personal property in the jurisdiction of the Issuer. "Note" means the Note of the Issuer authorized by Section 4 hereof. "Original Purchaser" means NationsBank, N.A., its successors and assigns. "Owner" means the Person or Persons in whose name or names the Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Principal Office" means, with respect to the Original Purchaser, the office located at 625 North Flagler Drive, 10` Floor, West Palm Beach, Florida 33401, or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means various capital projects of the Issuer and includes refinancing the Issuer's Promissory Note dated October 10, 1997 in the amount of not exceeding $1,000,000.00. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any Supplemental Resolutions adopted pursuant to Section 10 hereof. • "State" means the State of Florida. "Supplemental Resolution" means any resolution supplemental to this Resolution adopted by the Issuer in accordance with Section 10 hereof. Section 3. Resolut to Con stitute a -C4ntraot. In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. Section 4. Authoriz Subject and pursuant to the provisions of this Resolution, a special obligation of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not exceeding $5,000,000, for the purpose of financing the Cost of the Project. Becaus° of the characteristics of the Note, prevailing market conditions, and additional savings to be realize: from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note at a private negotiated sale. Prior to the issuance of the Note the Issuer shall receive from the Original Purchaser the disclosure statement containing the information required by Section 218.385, Florida Statutes. Section 5. DescriptiorLOf Note. The Note shall be dated the date of its execution and delivery, which shall be January 15, 1999 unless another date is agreed upon by the Mayor and the Original Purchaser, and shall have such other terms and provisions, including the interest rate and maturity date, as stated in the form of Note attached hereto as Exhibit A. The Note is to be in the form set forth on 2 Exhibit A attached hereto. The Note shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be attested with the manual signature of the Clerk, and the said Mayor and Clerk are hereby authorized to execute and attest to the Note on behalf of the Issuer. Section 6. Registrat ion_and_Excha nge of Note; Persons Tread d�as Owners The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7. Payment of Prin cip-aLand_Inteze st; Limited Obli gation. The Issuer promises that it will promptly pay the principal of, premium, if any, and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the , principal of, premium, if any, and interest on the Note is payable from the Non Ad Valorem Revenues as hereinafter described, and nothing in the Note or in this Resolution shall be construed as pledging any other funds or assets of the Issuer to such payment. The Issuer is not and shall not be liable for the payment of the principal of, premium, if any, and interest on the Note or for the performance of any pledge, obligation or agreement undertaken by Issuer from any property other than the Non Ad Valorem Revenues as hereinafter described. No Owner of the Note shall have any right to resort to legal or equitable action to require or compel the Issuer to make any payment required hereby or by the Note except from the Non Ad Valorem Revenues as hereinafter described. The Issuer covenants that, so long as the Note shall remain unpaid, it will appropriate in its annual budget and by amendment, if required, from Non Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal of, premium, if any, and interest on the Note as the same shall become due. In the event that the amount previously budgeted for such purpose is at anytime insufficient to pay principal, premium, if any, and interest on the Note, the Issuer covenants to take immediate action to amend the budget for such fiscal year so as to budget and appropriate an amount sufficient from Non Ad Valorem Revenues to pay such debt service on the Note. Such covenants to budget and appropriate from Non Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated and used to pay debt service on the Note. The Issuer further covenants that the obligation of the Issuer to include the amount of any principal, premium, if any, and interest on the Note in each of its annual budgets or amendments thereto and to pay such deficiencies from Non Ad Valorem Revenues so long as the Note is outstanding are entered into for the benefit of the Owners and may be enforced by them in any court of competent jurisdiction. Notwithstanding the foregoing covenants, the Issuer does not covenant to maintain any services or programs now provided or maintained by the Issuer which generate Non Ad Valorem Revenues other than such services and programs which are essential for public purposes affecting the health, welfare and safety of the inhabitants of the Issuer. • 3 Such covenant to budget and appropriate do not create any lien upon or pledge of such Non Ad Valorem Revenues nor does it preclude the Issuer from pledging in the future its Non Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non Ad Valorem Revenues, nor does it give the Owners a prior claim on the Non Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. However, the covenants to budget and appropriate in its general annual budget or amendments thereto for the purposes and in the manner stated herein shall have the effect of making available for payment of the Note the Non Ad Valorem Revenues of the Issuer, and of placing on the Issuer 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 Section 166.241(3), Florida Statutes, which provides that the governing body of each municipality may not make appropriations for each fiscal year which, in any one year, which exceed the amount to be received from taxation or other revenue sources and which makes it unlawful for any officer of any municipal government to draw money from the treasury except in pursuants of an appropriation made by law. Section 8. com pliance with Ta x-Requirements. The Issuer hereby covenants and agrees, for the benefit of the Owners from time to time of the Note, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) to refrain from using proceeds of the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the Code; and (2) to refrain from taking any action or omitting to take any action if such action or omission would cause the Note to become an arbitrage bond under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of Section 103 and Part N of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 9. Loan-Agreement;_Drnw -s. The Loan Agreement between the issuer and the Original Purchaser in substantially the form attached hereto as Exhibit B is hereby approved, with such changes as may be approved by the officials of the Issuer executing the same such apl-:oval to be conclusively established by such execution, and the Mayor and Clerk are authorized and directed to execute the same on behalf of the Issuer, and when executed, the Loan Agreement shall constitute a part of this Resolution the same as if set forth herein in its entirety. The Mayor, Village Manager and /or the Finance Director of the Issuer are authorized to request Advances (as defined in the Loan Agreement) in the amounts and at times sufficient to pay the Cost of the Project and /or to pay interest on the Note. Section 10. Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Note except with the written consent of the Owner of the Note. 40 4 Section 11. Limita of Ri ghts. With the exception of any rights herein expressly conferred, • nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 12. Note Mutil Destroye tolemor__Lost.. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated bond, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so surrendered shall be cancelled. Section 13. Imp airment of Cont ract, The Issuer covenants with the Owner of the Note that it will not, without the written consent of the Owner of the Note, enact any ordinance or resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder. Section 14. Budget_and- 'inancial_Information. The Issuer shall provide the Owner of the Note with a copy of its annual budget and such other financial information regarding the Issuer as the Owner of the Note may reasonably request. The Issuer hereby covenants that it shall promptly give written notice to the Owner of the Note of any litigation or proceeding which if determined adversely to the Issuer would • adversely affect the security for the payment of the Note. Section 15. Remedies-of -Noteholder. Should the Issuer default in any obligation created by this Resolution or the Note, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. Section 16. Se-Kerability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 17. Business-Days. In any case where the due date of interest on or principal of the Note is not a Business Day, then payment of principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 18. Applicable-Pr This Resolution shall be governed by and construed in accordance with the laws of the State. • 5 Section 19. Rules of In terpretation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 20. Captions The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Section 21. Limite Liability of Issuer Except as provided in Section 7, it is hereby expressly made a condition of this Resolution and of the Note that any agreements or representations herein or therein contained or contained in the documents and instruments executed in connection therewith do not and shall never constitute or give rise to any personal or pecuniary liability or charge against the general credit of the Issuer and in the event of a breach of any agreement, covenant or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Nothing contained in this Section 21, however, shall relieve the Issuer from the observance and performance of the several covenants and agreements on its part herein contained. Section 22. Qf =r, and _Em ployees o fSh e Issuer Ex from Persona l-Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution, the Note, or the Loan Agreement or for any claim based thereon or otherwise in respect thereof, shall be had against any Councilmember of the Issuer, or any officer, agent or employee, as such, of the Issuer past, present or future, either directly or through the Issuer whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood (a) that the obligation • of the Issuer under this Resolution is solely a corporate one, limited as provided in the preceding Section 21, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the Councilmember of the Issuer, or the officers, agents, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (c) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Councilmember of the Issuer, and every officer, agent, or employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements contained in this Resolution, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Note on the part of the Issuer. Section 23. Au thorizations . The Mayor and any Councilmember, and such other officials and employees of the Issuer as may be designated by tb(- Mayor are each designated as agents of the Issuer in connection with the issuance and delivery of the Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. Section 24. S -ecrion-26-5-Designation_h19re. The reasonably anticipated amount of tax - exempt obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the Issuer during 1999 does not exceed $10,000,000. The Issuer hereby designates the Note as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3)(13)(i) of the • 6 Code. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Note to no longer be a "qualified tax - exempt obligation. " Section 25. Other Indebt edness. Subject to Section 7 hereof, the Issuer may at any time or from time to time issue evidence of indebtedness that is payable in whole or in part out of the Non Ad Valorem Revenues, and which may be secured by a pledge of any of the Non Ad Valorem Revenues, provided that the Issuer will not issue any such indebtedness if it would adversely affect the ability of the Issuer to meet its obligations hereunder. Section 26. Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 27. Effectiv Date. This Resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION was offered by Councilmember who moved its adoption. The motion was seconded by Councilmember and upon being put to a vote, the vote was as follows: FOR A AGAINST ADOPTION rp Cr _�_ - The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of January, 1999. Mayor of Tequesta [SEAL] ATTEST: / "Village Clerk G: \2024 1 \5\ Reso(2). wpd 7 TRANSCRIPT OF PROCEEDINGS $5,000,000 VILLAGE OF TEQUESTA, FLORIDA PROMISSORY NOTE DATED JANUARY 15, 1999 MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A. BOND COUNSEL • TIME OF CLOSING The closing was held January 15, 1999 (the "Closing Date "). LIST T OF CLOSING DOCUMENTS 1. Certified copy of Resolution 11- 98/99 adopted by the Village Council on January 14, 1999 authorizing the issuance of the Note. 2. General Certificate of the Issuer. 3. Loan Agreement. 4. Notice of Sale sent to Division of Bond Finance. 5. Receipt for the Note. 6. State of Florida Division of Bond Finance Form BF- 2003 /BF- 2004 -B and Letter of Transmittal. 7. Certificate as to Arbitrage and Other Tax Matters. • 8. Form 8038 -G and Transmittal Letter. 9. Disclosure Statement of Bank. 10. Opinion of Bond Counsel. 11 Opinion of Village Counsel. 12. Copy of Note. Thnscripts. Seven (7) complete transcripts are to be prepared for distribution as follows: 2- Village of Tequesta 2- Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A. 1 - NationsBank, N.A. 1 - John C. "Skip" Randolph • 1 - Florida Municipal Advisors, Inc. 1. CERTIFICATE OF TRIM COPY I, the undersigned Village Clerk of the Village of Tequesta, Florida, DO HEREBY CERTIFY that attached hereto is a true and correct copy of Resolution 11 -98/99 duly adopted January 14, 1999, and that such resolution remains in force and has not been amended. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of January, 1999. By: Village Clerk • RESOLUTION NO. 11 -98/99 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE VILLAGE IN THE PRINCIPAL AMOUNT OF $5,000,000 TO FINANCE THE COST OF CAPITAL PROJECTS OF THE VILLAGE AND TO REFINANCE AN EXISTING NOTE OF THE VILLAGE; PROVIDING THAT SUCH NOTE SHALL NOT BE A GENERAL OBLIGATION OF THE VILLAGE BUT SHALL BE PAYABLE ONLY FROM APPROPRIATED FUNDS AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES, AND REMEDIES FOR THE OWNER OF SUCH NOTE; PROVIDING FOR THE CREATION OF CERTAIN FUNDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA, THAT: Section 1. Authority or this Resolution This Resolution is adopted pursuant to the provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village of Tequesta, Florida, and other applicable provisions of law. • Section 2. Definitions The following words and phrases shall have the following meanings when used herein: "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer, and other applicable provisions of law. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "Clerk" means the duly appointed Village Clerk of the Issuer, or any duly authorized deputy thereof. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Cost" means, with respect to the Project, all items of cost authorized by the Act. "Issuer" means the Village of Tequesta, Florida, a municipal corporation of the State of Florida. "Loan Agreement" means the agreement between the Issuer and the Original Purchaser in the form attached hereto as Exhibit "B." "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice -Mayor of the Issuer. "Non Ad Valorem Revenues" means any and all revenues of the Issuer which are not derived by • the Issuer from its imposition, levy and collection of ad valorem taxes on real and personal property in the jurisdiction of the Issuer. "Note" means the Note of the Issuer authorized by Section 4 hereof. "Original Purchaser" means NationsBank, N.A., its successors and assigns. "Owner" means the Person or Persons in whose name or names the Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Principal Office" means, with respect to the Original Purchaser, the office located at 625 North Flagler Drive, 10` Floor, West Palm Beach, Florida 33401, or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means various capital projects of the Issuer and includes refinancing the Issuer's Promissory Note dated October 10, 1997 in the amount of not exceeding $1,000,000.00. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any Supplemental Resolutions adopted pursuant to Section 10 hereof. • "State" means the State of Florida. "Supplemental Resolution" means any resolution supplemental to this Resolution adopted by the Issuer in accordance with Section 10 hereof. Section 3. Resolution to Constitute a Con trac t. In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. Section 4. An hori a ion of No e. Subject and pursuant to the provisions of this Resolution, a special obligation of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not exceeding $5,000,000, for the purpose of financing the Cost of the Project. Because of the characteristics of the Note, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note at a private negotiated sale. Prior to the issuance of the Note the Issuer shall receive from the Original Purchaser the disclosure statement containing the information required by Section 218.385, Florida Statutes. Section 5. Descrip of Not e. The Note shall be dated the date of its execution and delivery, which shall be January 15, 1999 unless another date is agreed upon by the Mayor and the Original Purchaser, and shall have such other terms and provisions, including the interest rate and maturity date, as stated in the form of Note attached hereto as Exhibit A. The Note is to be in the form set forth on • 2 Exhibit A attached hereto. The Note shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be attested with the manual signature of the Clerk, and the said Mayor and Clerk are hereby authorized to execute and attest to the Note on behalf of the Issuer. Section 6. Regis tration and Ex of Note; Persons Treated as Owners The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7. Payment of Principal and Interest; Limited Obliga tion. The Issuer promises that it will promptly pay the principal of, premium, if any, and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the principal of, premium, if any, and interest on the Note is payable from the Non Ad Valorem Revenues as ` hereinafter described, and nothing in the Note or in this Resolution shall be construed as pledging any other funds or assets of the Issuer to such payment. The Issuer is not and shall not be liable for the payment of the principal of, premium, if any, and interest on the Note or for the performance of any pledge, obligation or agreement undertaken by Issuer from any property other than the Non Ad Valorem Revenues as hereinafter described. No Owner of the Note shall have any right to resort to legal or equitable action to • require or compel the Issuer to make any payment required hereby or by the Note except from the Non Ad Valorem Revenues as hereinafter described. The Issuer covenants that, so long as the Note shall remain unpaid, it will appropriate in its annual budget and by amendment, if required, from Non Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal of, premium, if any, and interest on the Note as the same shall become due. In the event that the amount previously budgeted for such purpose is at anytime insufficient to pay principal, premium, if any, and interest on the Note, the Issuer covenants to take immediate action to amend the budget for such fiscal year so as to budget and appropriate an amount sufficient from Non Ad Valorem Revenues to pay such debt service on the Note. Such covenants to budget and appropriate from Non Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated and used to pay debt service on the Note. The Issuer further covenants that the obligation of the Issuer to include the amount of any principal, premium, if any, and interest on the Note in each of its annual budgets or amendments thereto and to pay such deficiencies from Non Ad Valorem Revenues so long as the Note is outstanding are entered into for the benefit of the Owners and may be enforced by them in any court of competent jurisdiction. Notwithstanding the foregoing covenants, the Issuer does not covenant to maintain any services or programs now provided or maintained by the Issuer which generate Non Ad Valorem Revenues other than such services and programs which are essential for public purposes affecting the health, welfare and safety of the inhabitants of the Issuer. • 3 Such covenant to budget and appropriate do not create any lien upon or pledge of such Non Ad • Valorem Revenues nor does it preclude the Issuer from pledging in the future its Non Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non Ad Valorem Revenues, nor does it give the Owners a prior claim on the Non Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. However, the covenants to budget and appropriate in its general annual budget or amendments thereto for the purposes and in the manner stated herein shall have the effect of making available for payment of the Note the Non Ad Valorem Revenues of the Issuer, and of placing on the Issuer 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 Section 166.241(3), Florida Statutes, which provides that the governing body of each municipality may not make appropriations for each fiscal year which, in any one year, which exceed the amount to be received from taxation or other revenue sources and which makes it unlawful for any officer of any municipal government to draw money from the treasury except in pursuants of an appropriation made by law. Section 8. Compliance with Ta The Issuer hereby covenants and agrees, for the benefit of the Owners from time to time of the Note, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) to refrain from using proceeds of the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the Code; and (2) to refrain from taking any action or omitting to take any action if such action or omission would cause the Note to become an arbitrage bond under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 9. Loan_Agreeme -D aws. The Loan Agreement between the issuer and the Original Purchaser in substantially the form attached hereto as Exhibit B is hereby approved, with such changes as may be approved by the officials of the Issuer executing the same such approval to be conclusively established by such execution, and the Mayor and Clerk are authorized and directed to execute the same on behalf of the Issuer, and when executed, the Loan Agreement shall constitute a part of this Resolution the same as if set forth herein in its entirety. The Mayor, Village Manager and /or the Finance Director of the Issuer are authorized to request Advances (as defined in the Loan Agreement) in the amounts and at times sufficient to pay the Cost of the Project and /or to pay interest on the Note. Section 10. Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Note except with the written consent of the Owner of the Note. • 4 Section 11. Limi tation of Ri ghts. With the exception of any rights herein expressly conferred, • nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 12. Note Mutilated, Destroyed,,Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated bond, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so surrendered shall be cancelled. Section 13. Impairment of Contra The Issuer covenants with the Owner of the Note that it will not, without the written consent of the Owner of the Note, enact any ordinance or resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder. Section 14. Budget and Financial Inform ation. The Issuer shall provide the Owner of the Note with a copy of its annual budget and such other financial information regarding the Issuer as the Owner of the Note may reasonably request. The Issuer hereby covenants that it shall promptly give written notice to the • Owner of the Note of any litigation or proceeding which if determined adversely to the Issuer would adversely affect the security for the payment of the Note. Section 15. Remedie of Notehold Should the Issuer default in any obligation created by this Resolution or the Note, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. Section 16. S everability . If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 17. Bus ss_ Days In any case where the due date of interest on or principal of the Note is not a Business Day, then payment of principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 18. Appl icable Provisions of aw . This Resolution shall be governed by and construed in accordance with the laws of the State. • 5 Section 19. Rulea_of__Interpretadon. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 20. Captions The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Section 21. Limited ed .iabili of Issuer Except as provided in Section 7, it is hereby expressly made a condition of this Resolution and of the Note that any agreements or representations herein or therein contained or contained in the documents and instruments executed in connection therewith do not and shall never constitute or give rise to any personal or pecuniary liability or charge against the general credit of the Issuer and in the event of a breach of any agreement, covenant or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Nothing contained in this Section 21, however, shall relieve the Issuer from the observance and performance of the several covenants and agreements on its part herein contained. Section 22. Office . No recourse under or upon any obligation, covenant or agreement of this Resolution, the Note, or the Loan Agreement or for any claim based thereon or otherwise in respect thereof, shall be had against any Councilmember of the Issuer, or any officer, agent or employee, as such, of the Issuer past, present or future, either directly or through the Issuer whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood (a) that the obligation of the Issuer under this Resolution is solely a corporate one, limited as provided in the preceding Section 21, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the Councilmember of the Issuer, or the officers, agents, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (c) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Councilmember of the Issuer, and every officer, agent, or employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements contained in this Resolution, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Note on the part of the Issuer. Section 23. Au The Mayor and any Councilmember, and such other officials and employees of the Issuer as may be designated by the Mayor are each designated as agents of the Issuer in connection with the issuance and delivery of the Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. Section 24. SjacAion265 Desi gnation Note The reasonably anticipated amount of tax - exempt obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the Issuer during 1999 does not exceed $10,000,000. The Issuer hereby designates the Note as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the 6 JAN -1S -99 10.45 FROM= VILLAGE OF TEQUESTA ID= 56157562103 PACE d Coale. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Note to no longer be a "qualified tax - exempt obligation." Section 25. Other Indebtedness. Subject to Section 7 hereof, the Issuer may at any time or from time to time issue evidence of indebtedness that is payable in whole or in part out of the Non Ad Valorem Revenues, and which may be secured by a pledge of any of the Non Ad Valorem Revenues, provided that Elie issuer will not issue any such indebtedness if it would adversely affect the ability of the Issuer to meet its obligations hereunder. Section 26. Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 27. Effective Date. This Resolution shall take effect uiunediately upon its adoption. THE I:-'OREGOING RESOLUTION was offered by Councilmember who moved its adoption. The motion was seconded by Councilmember and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of January, 1999. Mayor of Tequesta LK SAL1. 7 ; C ATTEST: 7 5 11 Clerk 7 EXHIBIT A January 15, 1999 $5,000,000.00 VILLAGE OF TEQUESTA, FLORIDA PROMISSORY NOTE KNOW ALL MEN BY THESE PRESENTS that Village of Tequesta, Florida (the "Issuer "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of NationsBank, N.A. or registered assigns (hereinafter, the "Owner "), the principal sum of $5,000,000.00, or such lesser amount as may be advanced pursuant to the Loan Agreement (hereinafter defined) together with interest on the principal balance outstanding at the rate per annum of 60% of the rate announced from time to time by NationsBank, N.A. as its "Prime Rate" based upon a year of 360 days for the actual number of days elapsed (the "Initial Rate "); such rate of interest being subject to further adjustment as described below. Principal of, premium, if any, and interest on this Note are payable in lawful money of the United States of America at such place as the Owner may designate to the Issuer in writing, in the following manner: Accrued interest shall be payable on the first day of each month, beginning March 1, 1999. The entire unpaid principal balance, together with all accrued and unpaid interest thereon, shall be due and payable in full on February 1, 2002. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution (hereinafter defined)) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually made. For purposes of this Note, "Prime Rate" shall mean the annual interest rate announced by NationsBank, N.A. from time to time as its "Prime Rate" (which interest rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers of NationsBank, N.A.). In the event NationsBank, N.A. or its successor ceases to announce its "Prime Rate," "Prime Rate" shall mean the prime rate reported in The Wall Street Journal. If for any reason the interest on this Note becomes includable in the gross income of the holder for Federal income tax purposes (an "Event of Taxability"), the interest rate otherwise borne by this Note shall be revised to a rate equal to 92.3 % of the Prime Rate adjusted daily on the date changes in the Prime Rate are announced, effective from the earliest date as of which the interest on this Note was included in the gross income of the holder for Federal income tax purposes. In addition to the foregoing, the Issuer shall pay any additions to tax, penalties and interest, and any arrears in interest imposed upon the holder on account of an Event of Taxability. All such additional interest, additions to tax and penalties shall be paid on the next interest payment date hereon after the holder shall have notified the Issuer in writing of the existence of the liability and the amount thereof, and shall be in addition to all other interest payable on such date. is The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time, and from any funds lawfully available for such purpose. All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the principal sum due. There shall be no prepayment premium. In case of an Event of Default described in Section 6.01 of the Loan Agreement, the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such Event of Default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes, and proceedings seeking adequate protection or relief from the automatic stay. In the event any payment due hereunder is not made by the Issuer within ten (10) days after the due date thereof, the Issuer shall also pay the Owner an amount equal to the greater of $100.00 or 5 % of the amount that was not paid on the due date, such additional payment to be due and payable immediately upon the expiration of the aforementioned 10th day. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. To the extent permitted by law, the Issuer, and by its acceptance of this Note, the holder hereof, waive trial by jury in any litigation commenced by either in respect of hereof or of the Resolution. . THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PROVIDED THEREFOR IN THE RESOLUTION (HEREINAFTER DEFINED). NEITHER THE FAITH AND CREDIT NOR THE AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer and a Resolution duly adopted by the Issuer on January 14, 1999, as from time to time amended and supplemented (herein referred to as the "Resolution "), and is subject to all the terms and conditions of the Resolution and of the Loan Agreement (as defined in the Resolution). All terms, conditions and provisions of the Resolution and Loan Agreement, including without limitation remedies in the Event of Default, as defined in the Loan Agreement, are by this reference thereto incorporated herein as a part of this Note. This Note represents the entire authorized issue of obligations of the Issuer pursuant to the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution and the Loan Agreement. This Note is payable from certain Non Ad Valorem Revenues budgeted and appropriated therefor, as described in the Resolution. Notwithstanding any other provision of this Note, the Issuer is not and shall not be liable for the payment of the principal of, premium, if any, and interest on this Note or otherwise monetarily liable in connection herewith from any property other than the Non Ad Valorem Revenues budgeted and appropriated therefor. • 2 • This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the Village of Tequesta, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its Village Clerk, and its seal to be impressed hereon, all this 15` day of January, 1999. VILLAGE OF TEQUESTA, FLORIDA [SEAL] By: Mayor Attest: Village Clerk • • 3 • (Form for Transfer) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within Note of the Village of Tequesta and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note on the books for registration thereof, with full power of substitution in the premises. Dated NOTICE: The signature to this assign- ment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration of enlargement or any change whatever. In the presence of: G: \20241 \5 \Note(l).wpd 4 EXHIBIT B • LOAN AGREEMENT This LOAN AGREEMENT (the "Agreement ") is made and entered into as of January 15, 1999, by and between the Village of Tequesta, Florida, a municipal corporation of the State of Florida, and its successors and assigns (the "Issuer "), and NationsBank, N.A., a national banking association, and its successors and assigns (the "Bank "); WHEREAS, the Village Council of the Issuer did, on January 14, 1999, adopt a Resolution (the "Note Resolution ") authorizing the issuance of a promissory note of the Issuer in the aggregate principal amount of not exceeding $5,000,000 (herein the "Note ") for the purpose of financing certain of the Costs of the Project (as defined in the Note Resolution); and WHEREAS, the Bank is willing to enter into this Agreement with the Issuer to provide the financing for the Costs of the Project; and WHEREAS, the Issuer hereby determines that it is desirable and in the best interest of the Issuer to enter into this Agreement whereby the Issuer may borrow up to $5,000,000 from the Bank for the purpose of financing the Costs of the Project (the "Loan ") and to evidence the repayment of such Loan by the issuance and delivery of the Note to the Bank in the aggregate principal amount of the Loan; and WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note Resolution and this Agreement; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Note • Resolution. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS Section 1.01 Definiti The words and terms used in this Agreement shall have the meanings as set forth in the Note Resolution and in the recitals above, unless otherwise defined herein. Unless the context shall otherwise require, the following words and terms as used in this Agreement shall have the following meanings: "Advances" shall mean a borrowing of money under the Note and pursuant to the terms of Section 5.04 hereof. "Agreement" shall mean this Loan Agreement, dated as of January 15, 1999 by and between the Issuer and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Event of Default" shall mean an event of default specified in Article VI of this Agreement. • "Loan" shall mean the outstanding principal amount of the Note issued hereunder. "Loan Documents" shall mean this Agreement, the Note, the Note Resolution, and all other documents, agreements, certificates, schedules, notes, statements, and opinions, however described, referenced herein or executed or delivered pursuant hereto or in connection with or arising with the Loan or the transaction contemplated by this Agreement. "Noteholder" shall mean the Bank as the holder of the Note, or any other registered holder of the Note. Section 1.02 Int esretation. 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 purposes set forth herein and to sustain the validity hereof. Section 1.03 Titles and Headin The titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. • ARTICLE II REPRESENTATIONS OF ISSUER Subject to the Note Resolution, the Issuer represents and warrants to the Bank that: Section 2.01 Po wers of Issu The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Florida. The Issuer has the power to borrow the amount provided for in this Agreement, to execute and deliver the Note and this Agreement, to secure the Note in the manner contemplated hereby and by the Note Resolution, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The Issuer is empowered to commence and prosecute the Project and all consents and approvals necessary for the commencement and prosecution of the Project have been or will be obtained and the Issuer may lawfully issue the Note in order to finance the cost of the Project and the interest thereon. Section 2.02 Authorizati The Issuer has and had, as the case may be, full legal right, power, and authority to adopt the Note Resolution and to execute and deliver this Agreement, to issue, sell, and deliver the Note to the Bank, and to carry out and consummate all other transactions contemplated by the Loan Documents, and the Issuer has complied with all provisions of applicable law in all material matters relating to such transactions. The Issuer, by the Note Resolution, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Note to the Bank provided for in this Agreement and to that end the Issuer warrants that it will take all action and will do all things which it is authorized by law • 2 to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The Issuer has duly adopted the Note Resolution and authorized the execution, delivery, and performance of the Note and the Loan Agreement and the taking of any and all other such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms and the terms of the Note Resolution, and is entitled to the benefits and security of the Note Resolution and this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Note or the execution and delivery of or the performance by the Issuer of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.03 Agreements The making and performing by the Issuer of this Agreement will not violate any provision of the Act, or any bond or note resolution of the Issuer, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the Issuer is a party or by which the Issuer is bound. The Loan Documents constitute legal, valid, and binding obligations of the Issuer enforceable in accordance with their respective terms. Section 2.04 Litigation —Etc. There are no actions or proceedings pending against the Issuer or affecting the Issuer which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the Issuer, or which questions the validity of this Agreement, the Note, or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. The Issuer is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 2.05 Fin ancial Information The financial information regarding the Issuer furnished to the Bank by the Issue. in connection with obtaining the Loan is complete and accurate. ARTICLE III COVENANTS OF THE ISSUER Section 3.01 Affirmative Cove=ts— Subject to the Note Resolution, the Issuer covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the Issuer hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: a. Payment- The Issuer covenants that it shall duly and punctually pay from the Note Payment Fund, the principal of the Note and the interest thereon at the dates and place and in the manner provided herein, in the Note Resolution and in the Note according to the true intent and meaning thereof. b. U-se ofPr9ceeds- The Issuer covenants that the proceeds from the Note will be used only for Costs of the Project or to pay interest due under the Note. • 3 • C. Noti of Defaults. The Issuer shall immediately notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the Issuer of all relevant facts and the action being taken or proposed to be taken by the Issuer with respect thereto. d. Financi Reports. The Issuer will cause an audit to be completed of its books and accounts and shall furnish to the Bank audited year end financial statements of the Issuer certified by an independent certified public accountant 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 Issuer and the results of its 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 audited year end financial statements shall be provided to the Bank in no event later than 180 days after the last day of the subject fiscal year and, if earlier, within forty-five (45) days after such audited year end financial statements are received by the Issuer. Additionally, the Issuer will provide the Bank with its annual operating budget when accepted and approved by the Village Council of the Issuer. e. Maintenance of Existence The Issuer covenants that it will take all reasonable legal action within its control in order to maintain its existence until all amounts due and owing from the Issuer to the Bank under the Loan Documents have been paid in full. f. Record The Issuer agrees that any and all records of the Issuer with respect to the Project and /or the Loan Documents shall be open to inspection by the Bank or its representatives at all reasonable • times at the offices of the Issuer. Section 3.02 Negative Covenants_ The Issuer covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any obligations of the Issuer under any of the Loan Documents remain unpaid or unperformed, that: (a) The Issuer shall not alter, amend or repeal the Note Resolution, or take any action impairing the authority thereby or hereby given with respect to the issuance and payment of the Note, without prior written approval of the Noteholder. Section 3.03 Tax Covenants. (a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Note, the Issuer shall comply with each requirement of the Code applicable to the Note. In furtherance of the covenant contained in the preceding sentence, the Issuer agrees to continually comply with the provisions of the Certificate as to Arbitrage and Other Tax Matters to be executed by the Issuer, at the time the Note is issued, as such certificate may be amended from time to time (herein referred to as the "Tax Certificate "). (b) The Issuer shall not take or permit any action or fail to take any action which would cause the Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. is 4 • (c) Notwithstanding any other provision of the Note Resolution or this Agreement to the contrary, so long as necessary in order to maintain the exclusion from gross income of interest on the Note for federal income tax purposes, the covenants contained in this Section shall survive the payment of the Note and the interest thereon, including any payment or defeasance thereof. ARTICLE IV CONDITIONS OF LENDING The obligations of the Bank to lend hereunder are subject to the following conditions precedent: Section 4.01 Representa and Warran i s- The representations and warranties set forth in the Loan Documents are true and correct to the best of the Issuer's knowledge on and as of the date hereof and on and as of the date of each Advance under the Note. Section 4.02 N_o Default_ On the date hereof and on and as of the date of each Advance under the Note, the Issuer shall be in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time. Section 4.03 Delis of Loan Docu ments All Loan Documents in form and substance acceptable to the Bank shall have been executed and delivered to the Bank. • Section 4.04 S_uPpirting Docu ments On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) The opinion of the attorney for the Issuer regarding the due authorization, execution, delivery, validity and enforceability of this Agreement, the Note and the due adoption of the Note Resolution (enforceability may be subject to standard bankruptcy exceptions and the like). (b) The opinion of Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A., regarding, or to the effect that, (i) the due authorization, execution, delivery, validity, and enforceability of the Agreement and the Note and the due adoption and enforceability of the Note Resolution (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), (ii) the exclusion of interest on the Note from gross income for federal income tax purposes and designation of the Note as a "qualified tax - exempt obligation," (iii) that the Note is not a specified "private activity bond" within the meaning of Section 57(a)(5) of the Code, (iv) interest on the Note is exempt from all present intangible personal property taxes imposed by the State of Florida and (v) the Note is a "qualified tax- exempt obligation" under Section 265 of the Code. (c) A certified copy of the Note Resolution; and (d) Such additional supporting documents as the Bank may reasonably request. • 5 • ARTICLE V THE LOAN; ISSUER'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS; OPTIONAL PREPAYMENT; ADVANCES Section 5.01 The Loan. The Bank hereby agrees to loan to the Issuer the amount of up to $5,000,000.00 to provide funds to finance certain of the Costs of the Project upon the terms and conditions set forth in the Note Resolution and in this Agreement. The Issuer agrees to borrow and agrees to repay the amount of up to $5,000,000.00 upon the terms and conditions set forth in this Agreement. Section 5.02 Note Not to be Indebtedness of the Issuer or State_ The Note, when delivered by the Issuer pursuant to the terms of this Agreement, shall not be or constitute a general obligation or indebtedness of the Issuer, or the State of Florida, or any political subdivision of the State of Florida, within the meaning of any Constitutional, statutory or other limitation of indebtedness, but shall be special obligation payable solely as herein provided. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay the Note or the interest thereon. None of the Loan Documents create a lien upon any facilities of the Issuer. Any agreements or representations herein or contained in any Loan Document do not and shall never constitute or give rise to any personal or pecuniary liability or charge against the general credit of the Issuer, and in the event of a breach of any agreement, covenant, or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. • Section 5.03 The Note. To evidence the Loan, the Issuer shall issue and deliver to the Bank the Note in the form attached to the Note Resolution. Section 5.04. Req uisitions for Advances: and Other Conditions. (a) The Issuer may borrow from time to time up to the $5,000,000 represented by the Note by requesting Advances thereunder, provided that amounts borrowed under the Note may be repaid but may not be reborrowed, and provided that no Advance may be made after January 15, 2002. (b) Each request for an Advance under the Note, except for the Advance made on the date hereof, must be made by the Issuer to the Bank by delivery to the Bank of the items described in subsection (c) of this Section 5.04. The Issuer hereby authorizes and directs that the Bank make Advances on the date hereof in the amounts and for the purposes set forth below: Amount Payee (i) $50,071.47 Apply to pay off Village of Tequesta Promissory Note dated 10/10/97 currently held by NationsBank, N.A. (Loan #18) (ii) $14,000.00 Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A. • 6 • (iii) $8,000.00 Florida Municipal Advisors, Inc. (iv) $4,000.00 Apply to pay Bank fee per Section 7.03 hereof. (c) In connection with an Advance, the Bank shall not be obligated to advance any funds pursuant to the Note and this Agreement unless at the date specified for the making thereof, the Issuer delivers to the Bank: (i) A written request for an Advance, executed by the Mayor, Village Manager or Finance Director of the Issuer, indicating the amount of the Advance requested and the date on which such Advance is to be made, stating that the representations and warranties of the Issuer contained in Article II of this Agreement are true and correct as of such date, and setting forth the aggregate amount that will be outstanding under the Note immediately after the Advance so requested and stating that no Event of Default has occurred; such written request must be delivered to the Bank at least five (5) business days prior to the date specified in the request for such Advance to be made. ARTICLE VI EVENTS OF DEFAULT Section 6.01 General. An "Event of Default" shall be deemed to have occurred under this Agreement if: • (a) The Issuer shall default in any payment of the principal of, premium, if any, or the interest on the Loan when and as the same shall become due and payable, whether by maturity, by acceleration at the discretion of the Bank as provided for in Section 6.02, or otherwise; or (b) the Issuer shall default in the performance of or compliance with any term or covenant contained in the Loan Documents, other than a term or covenant a default in the performance of which or noncompliance with which is elsewhere specifically dealt with and for which a remedy is specifically provided herein, which default or non - compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the Issuer by the Bank; or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.01(c) of Article III of this Agreement, whichever is earlier; or (c) any representation or warranty made in writing by or on behalf of the Issuer or in any Loan Document shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (d) The Issuer admits in writing its inability to pay its debts generally 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; or (e) The Issuer is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the Issuer, or an order, judgment or decree is • 7 entered by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiver or trustee of the Issuer or of the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (f) The Issuer shall file a petition or 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 (g) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Issuer or the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (h) The Issuer shall default in the due and punctual payment or performance of covenants under any obligation for the repayment of money. Section 6.02 Effect of Event of Default (a) General. Upon the occurrence of any Event of Default, subject to the provisions of the Note Resolution, the Bank shall have and may exercise any or all of the rights set forth herein (which rights are in addition to and not in lieu of any other rights the Bank may have under applicable law) provided, however, the Bank shall be under no duty or obligation to do so. • (b) Acc eleration; Other Remedies Immediately and without notice, upon the occurrence of any Event of Default, the Bank may declare all obligations of the Issuer under the Loan Documents to be immediately due and payable without further action of any kind and upon such declaration the Note and the interest accrued thereon shall become immediately due and payable and no further Advances shall be required to be made by the Bank. Upon such declaration, the Bank may also seek enforcement of and exercise all remedies available to it under the Note Resolution, the Act and any other applicable law. ARTICLE VII MISCELLANEOUS Section 7.01 No Waiver; Cumulative Remedies No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder, or under the Note or other Loan Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity. Section 7.02 Amendm ents T Changes or Modifica ion to_th_e Agreement. This Agreement shall not be amended, changed or modified without the prior written consent of (i) the Bank (provided the Bank is a holder of a portion of the principal of the Note) or the Noteholders of at least fifty-one percent (51 %) • 8 • in aggregate principal amount of the Note and (ii) the Issuer. The Issuer agrees to pay all of the Bank's costs and reasonable attorneys' fees incurred in modifying and /or amending this Agreement at the Issuer's request or behest. Section 7.03 Cost and_ Fxp n s The Issuer agrees to pay the Bank a fee of $4,000.00 in connection with the preparation, execution and delivery of this Agreement, the Note and the Loan. The Issuer shall pay all costs and expenses it incurs in connection with the preparation, execution and delivery of the Agreement, the Note and the Loan and any other documents that may be prepared or delivered in connection with this Agreement. Section 7.04 Coun ripa This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 7.05 Sever_ ab� If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 7.06 Term of Agreement. Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by the Issuer in connection herewith shall be in full force and effect from the date hereof and shall • continue in effect as long as the Note is outstanding. Section 7.07 Notic All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: If to the Issuer: Tom Bradford, Village Manager Village of Tequesta PO Box 3273 357 Tequesta Drive Tequesta, Florida 33469 -0273 If to the Bank: Vanessa Grahm, Relationship Manager NationsBank, N.A. 625 No. Flagler Drive, 10` fl. West Palm Beach, FL 33401 • 9 • or to such other address as either party may have specified in writing to the other using the procedures specified above in this Article VII, Section 7.07. Section 7.08 Applicable Law. This Agreement, and each of the Loan Documents and transactions contemplated herein, shall be construed pursuant to and governed by the substantive laws of the State of Florida. Section 7.09 Bing Effect; Assi gnment- This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The Issuer shall have no rights to assign any of their rights or obligations hereunder without the prior written consent of the Bank. Section 7.10 Conflict. In the event any conflict arises between the terms of this Agreement and the terms of any other Loan Document, the Bank shall have the option of selecting which conditions shall govern the loan relationship evidenced by this Agreement and, if the Bank does not so indicate, the terms of this Agreement shall govern in all instances of such conflict. Section 7.11 No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any, rights or privileges hereunder. Section 7.12 Attorne Fees. To the extent legally permissible, the Issuer and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Note Resolution (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party. Section 7.13 Entire Agreeme Except as otherwise expressly provided, this Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. Section 7.14 Eurther-Assuran The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects, for the purpose of carrying out the transactions contemplated by this Agreement. Section 7.15 Ine rporation by Referen All of the terms and obligations of the Note Resolution are hereby incorporated herein by reference as if said Note Resolution was fully set forth in this Agreement. Section 7.16 Wa iver of Jury Trial To the extent permitted by law, the Issuer and the Bank hereby waive trial by jury in any litigation commenced by either in respect hereof or of the Note or Note Resolution. • 10 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the Date of Execution set forth below. VILLAGE OF TEQUESTA, FLORIDA (SEAL) By: Title: Mayor By: Title: Clerk Date of Execution: January 15, 1999 NATIONSBANK, N.A. • By. Title: Relationship Manager Date of Execution: January 15, 1999 • G: \20241 \5 \Loan Agr(2).wpd 11 $5,000,000 • VILLAGE OF TEQUESTA, FLORIDA PROMISSORY NOTE GENERAL. CERTIFICATE OF THE ISSUER We, the undersigned Mayor (the "Mayor ") and Village Clerk ( "Clerk ") of the Village of Tequesta, Florida (the "Issuer "), DO HEREBY CERTIFY as follows: 1. We are the qualified and acting Mayor and Village Clerk of the Issuer. 2. All of the members of the Village Council 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. 3. The Mayor has signed the Issuer's $5,000,000 Promissory Note dated January 15, 1999 (the "Note ") by his manual signature, and the manual signature appearing on the Note and the manual signature at the end of this certificate are each the true and lawful signature of the Mayor. • 4. The seal of the Issuer was impressed upon the Note, and attested by the manual signature of the Clerk. Such seal and signature appearing on the Note and the manual signature of the Clerk and the impression of the seal of the Issuer at the end of this certificate constitute the true and lawful seal of the Issuer and the signature of the Clerk, respectively. 5. The Note, as executed and delivered, is in the form approved by the Village Council in Resolution 11 -98/99 (the "Resolution "). 6. The Issuer has authorized by all necessary action the adoption and due performance of the Resolution and the execution, delivery and due performance of the Note and, to the best of our knowledge, any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer to carry out, give effect to and consummate the transactions contemplated by the Resolution. 7. No litigation is pending or, to our knowledge, threatened, in or before any agenc ,1, court or tribunal, state or federal (i) to restrain or enjoin the issuance, delivery or validity of the Note or (ii) in any way contesting or affecting the validity of the Note, the Resolution or the application of the proceeds of the Note, or (iii) contesting the power of the Issuer or any authority for the issuance of the Note or the adoption of the Resolution or the approval, execution, validity, or enforceability of any agreements with respect thereto, or (iv) contesting the tax - exempt status of interest on the Note. • 8. No litigation is pending or, to our knowledge, threatened, (i) against the Issuer or involving any of the property, assets or operations under the control of the Issuer which involves the possibility that a judgment or liability, not fully covered by insurance or adequate established reserves, may be entered or imposed against the Issuer or which may result in any material adverse change in the business, properties, assets or in the condition, financial or otherwise, of the Issuer, and (ii) which would reasonably be anticipated to have a material and adverse effect upon the security provided for the Note pursuant to the Resolution. 9. No litigation is pending or, to our knowledge, threatened to contest the creation, organization, existence or corporate powers of the Issuer, or of the Village Council, or the title to office of its present members, or the members at any time material to the issuance of the Note, or of any other officer of the Issuer. 10. The execution, delivery, receipt and due performance of the Note and any other agreements contemplated by the Resolution, under the circumstances contemplated thereby and the Issuer's compliance with the provisions thereof (i) to the best of our knowledge will not conflict with or constitute on the Issuer's part a breach of or a default under any existing constitutional provision, law, court or administrative regulation, decree or order or (ii) will not conflict with or constitute on the Issuer's part a breach of or a default under any agreement, indenture, bond, note, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound, and to the best of our knowledge no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, nor will such execution, delivery, adoption, • or compliance 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 Issuer except as provided by the Note and the Resolution. 11. The undersigned have not, and to the best of their knowledge no members of the Village Council have, while meeting together with any other member or members of the Village Council other than at public meetings of the Village Council, reached any conclusion as to the actions taken by the Village Council with respect to the Resolution or the Note, the security therefor, or the application of the proceeds therefrom, or any other material matters with respect to the Resolution or the Note. 12. The undersigned do not, and to the best of their knowledge and belief no member of the Village Council does, have any employment or other relationship with NationsBank, N.A. which would violate the provisions of Section 112.3143, Florida Statutes, and each of the undersigned r - )resents that the transaction contemplated by the Resolution will not enure to his or her special private gain, or to the best of his or her knowledge, the special private gain of another member of the Village Council, or the special private gain of a relative or business associate of the undersigned or any other member of the Village Council, all as defined in Section 112.3143, Florida Statutes, except as fully and fairly disclosed as required by Section 112.3143, Florida Statutes. • 13. The Issuer has not been in default at any time after December 31, 1975 as to 2 • principal or interest with respect to any obligations issued or guaranteed by the Issuer or a predecessor of the Issuer. 14. The Issuer hereby certifies that the interest rate on the Note does not exceed the maximum rate permitted pursuant to Section 215.84, Florida Statutes. IN WITNESS WHEREOF, we have hereunto set our hands and the official seal of the Issuer, and have indicated our respective official titles, all as of the 15th day of January, 1999. Sig nature Official Title Mayor Village Clerk (Official Seal) • 3 • LOAN AGREEMENT This LOAN AGREEMENT (the "Agreement ") is made and entered into as of January 15, 1999, by and between the Village of Tequesta, Florida, a municipal corporation of the State of Florida, and its successors and assigns (the "Issuer "), and NationsBank, N.A., a national banking association, and its successors and assigns (the "Bank "); WHEREAS, the Village Council of the Issuer did, on January 14, 1999, adopt a Resolution (the "Note Resolution ") authorizing the issuance of a promissory note of the Issuer in the aggregate principal amount of not exceeding $5,000,000 (herein the "Note ") for the purpose of financing certain of the Costs of the Project (as defined in the Note Resolution); and WHEREAS, the Bank is willing to enter into this Agreement with the Issuer to provide the financing for the Costs of the Project; and WHEREAS, the Issuer hereby determines that it is desirable and in the best interest of the Issuer to enter into this Agreement whereby the Issuer may borrow up to $5,000,000 from the Bank for the purpose of financing the Costs of the Project (the "Loan ") and to evidence the repayment of such Loan by the issuance and delivery of the Note to the Bank in the aggregate principal amount of the Loan; and , WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note Resolution and this Agreement; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Note Resolution. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS Section 1.01 Definitions, The words and terms used in this Agreement shall have the meanings as set forth in the Note Resolution and in the recitals above, unless otherwise defined herein. Unless the context shall otherwise require, the following words and terms as used in this Agreement shall have the following meanings: "Advances" shall mean a borrowing of money under the Note and pursuant to the terms of Section 5.04 hereof. "Agreement" shall mean this Loan Agreement, dated as of January 15, 1999 by and between the Issuer and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Event of Default" shall mean an event of default specified in Article VI of this Agreement. is "Loan" shall mean the outstanding principal amount of the Note issued hereunder. • "Loan Documents" shall mean this Agreement, the Note, the Note Resolution, and all other documents, agreements, certificates, schedules, notes, statements, and opinions, however described, referenced herein or executed or delivered pursuant hereto or in connection with or arising with the Loan or the transaction contemplated by this Agreement. "Noteholder" shall mean the Bank as the holder of the Note, or any other registered holder of the Note. Section 1.02 Int erpretati on- 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 purposes set forth herein and to sustain the validity hereof. Section 1.03 Titles-and- Headings- The titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. • ARTICLE II REPRESENTATIONS OF ISSUER Subject to the Note Resolution, the Issuer represents and warrants to the Bank that: Section 2.01 Romers-of-lssuei- The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Florida. The Issuer has the power to borrow the amount provided for in this Agreement, to execute and deliver the Note and this Agreement, to secure the Note in the manner contemplated hereby and by the Note Resolution, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The Issuer is empowered to commence and prosecute the Project and all consents and approvals necessary for the commencement and prosecution of the Project have been or will be obtained and the Issuer may lawfully issue the Note in order to finance the cost of the Project and the interest thereon. Section 2.02 A0hQriza2i�f Loaa. The Issuer has and had, as the case may be, full legal right, power, and authority to adopt the Note Resolution and to execute and deliver this Agreement, to issue, sell, and deliver the Note to the Bank, and to carry out and consummate all other transactions contemplated by the Loan Documents, and the Issuer has complied with all provisions of applicable law in all material matters relating to such transactions. The Issuer, by the Note Resolution, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Note to the Bank provided for in this Agreement and to that end the Issuer warrants that it will take all action and will do all things which it is authorized by law • 2 • to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The Issuer has duly adopted the Note Resolution and authorized the execution, delivery, and performance of the Note and the Loan Agreement and the taking of any and all other such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms and the terms of the Note Resolution, and is entitled to the benefits and security of the Note Resolution and this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Note or the execution and delivery of or the performance by the Issuer of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.03 Agreements_. The making and performing by the Issuer of this Agreement will not violate any provision of the Act, or any bond or note resolution of the Issuer, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the Issuer is a party or by which the Issuer is bound. The Loan Documents constitute legal, valid, and binding obligations of the Issuer enforceable in accordance with their respective terms. Section 2.04 Litigation�ac- There are no actions or proceedings pending against the Issuer or affecting the Issuer which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the Issuer, or which questions the validity of this Agreement, the Note, or any of the other Loan Documents or of any action taken or to be taken in connection with the • transactions contemplated hereby or thereby. The Issuer is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 2.05 Einancial-Information. The financial information regarding the Issuer furnished to the Bank by the Issuer in connection with obtaining the Loan is complete and accurate. ARTICLE III COVENANTS OF THE ISSUER Section 3.01 Affinnatiye Covenants- Subject to the Note Resolution, the Issuer covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the Issuer hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: a. Paym The Issuer covenants that it shall duly and punctually pay from the Note Payment Fund, the principal of the Note and the interest thereon at the dates and place and in the manner provided herein, in the Note Resolution and in the Note according to the true intent and meaning thereof. b. _LIst- of_Proceeds- The Issuer covenants that the proceeds from the Note will be used only for Costs of the Project or to pay interest due under the Note. 3 c. Notice of D1a u1 s The Issuer shall immediately notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the Issuer of all relevant facts and the action being taken or proposed to be taken by the Issuer with respect thereto. d. Financial R or s . The Issuer will cause an audit to be completed of its books and accounts and shall furnish to the Bank audited year end financial statements of the Issuer certified by an independent certified public accountant 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 Issuer and the results of its 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 audited year end financial statements shall be provided to the Bank in no event later than 180 days after the last day of the subject fiscal year and, if earlier, within forty-five (45) days after such audited year end financial statements are received by the Issuer. Additionally, the Issuer will provide the Bank with its annual operating budget when accepted and approved by the Village Council of the Issuer. e. Maintenance- f.Bxist The Issuer covenants that it will take all reasonable legal action within its control in order to maintain its existence until all amounts due and owing from the Issuer to the Bank under the Loan Documents have been paid in full. f. Records_ The Issuer agrees that any and all records of the Issuer with respect to the Project • and /or the Loan Documents shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the Issuer. Section 3.02 Negatitie_CbY_=nts_ The Issuer covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any obligations of the Issuer under any of the Loan Documents remain unpaid or unperformed, that: (a) The Issuer shall not alter, amend or repeal the Note Resolution, or take any action impairing the authority thereby or hereby given with respect to the issuance and payment of the Note, without prior written approval of the Noteholder. Section 3.03 Tax— Covenants-(a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Note, the Issuer shall comply with each requirement of the Code applicable to the Note. In furtherance of the covenant contained in the preceding sentence, the Issuer agrees to continually comply with the provisions of the Certificate as to Arbitrage and Other Tax Matters to be executed by the Issuer, at the time the Note is issued, as such certificate may be amended from time to time (herein referred to as the "Tax Certificate "). (b) The Issuer shall not take or permit any action or fail to take any action which would cause the Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. 4 • (c) Notwithstanding any other provision of the Note Resolution or this Agreement to the contrary, so long as necessary in order to maintain the exclusion from gross income of interest on the Note for federal income tax purposes, the covenants contained in this Section shall survive the payment of the Note and the interest thereon, including any payment or defeasance thereof. ARTICLE IV CONDITIONS OF LENDING The obligations of the Bank to lend hereunder are subject to the following conditions precedent: Section 4.01 '.Represe=tions�nd—Warranties- The representations and warranties set forth in the Loan Documents are true and correct to the best of the Issuer's knowledge on and as of the date hereof and on and as of the date of each Advance under the Note. Section 4.02 N_a-D_efaulL On the date hereof and on and as of the date of each Advance under the Note, the Issuer shall be in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time. Section 4.03 D-elive o f-Loan-Documents All Loan Documents in form and substance acceptable to the Bank shall have been executed and delivered to the Bank. Section 4.04 S-uppnztingDocuments_ On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) The opinion of the attorney for the Issuer regarding the due authorization, execution, delivery, validity and enforceability of this Agreement, the Note and the due adoption of the Note Resolution (enforceability may be subject to standard bankruptcy exceptions and the like). (b) The opinion of Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A., regarding, or to the effect that, (i) the due authorization, execution, delivery, validity, and enforceability of the Agreement and the Note and the due adoption and enforceability of the Note Resolution (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), (ii) the exclusion of interest on the Note from gross income for federal income tax purposes and designation of the Note as a "qualified tax - exempt obligation," (iii) that the Note is not a specified "private activity bond" within the meaning of Section 57(a)(5) of the Code, (iv) interest on the Note is exempt from all present intangible personal property taxes imposed by the State of Florida and (v) the Note is a "qualified tax - exempt obliga'aon" under Section 265 of the Code. (c) A certified copy of the Note Resolution; and (d) Such additional supporting documents as the Bank may reasonably request. • 5 ARTICLE V THE LOAN; ISSUER'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS; OPTIONAL PREPAYMENT; ADVANCES Section 5.01 The Loan, The Bank hereby agrees to loan to the Issuer the amount of up to $5,000,000.00 to provide funds to finance certain of the Costs of the Project upon the terms and conditions set forth in the Note Resolution and in this Agreement. The Issuer agrees to borrow and agrees to repay the amount of up to $5,000,000.00 upon the terms and conditions set forth in this Agreement. Section 5.02 Note Not to be Indebtedness of the Issuer or S tate. The Note, when delivered by the Issuer pursuant to the terms of this Agreement, shall not be or constitute a general obligation or indebtedness of the Issuer, or the State of Florida, or any political subdivision of the State of Florida, within the meaning of any Constitutional, statutory or other limitation of indebtedness, but shall be special obligation payable solely as herein provided. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay the Note or the interest thereon. None of the Loan Documents create a lien upon any facilities of the Issuer. Any agreements or representations herein or contained in any Loan Document do not and shall never constitute or give rise to any personal or pecuniary liability or charge against the general credit of the Issuer, and in the event of a breach of any agreement, covenant, or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Section 5.03 The Note To evidence the Loan, the Issuer shall issue and deliver to the Bank the Note in the form attached to the Note Resolution. Section 5.04. Requisitions for A.dYanc-es;-aad- OtheLfcndition& (a) The Issuer may borrow from time to time up to the $5,000,000 represented by the Note by requesting Advances thereunder, provided that amounts borrowed under the Note may be repaid but may not be reborrowed, and provided that no Advance may be made after January 15, 2002. (b) Each request for an Advance under the Note, except for the Advance made on the date hereof, must be made by the Issuer to the Bank by delivery to the Bank of the items described in subsection (c) of this Section 5.04. The Issuer hereby authorizes and directs that the Bank make Advances on the date hereof in the amounts and for the purposes set forth below: Amount Payee (i) $50,071.47 Apply to pay off Village of Tequesta Promissory Not.- dated 10/10/97 currently held by NationsBank, N.A. (Loan x{18) (ii) $14,000.00 Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A. • 6 (iii) $8,000.00 Florida Municipal Advisors, Inc. (iv) $4,000.00 Apply to pay Bank fee per Section 7.03 hereof. (c) In connection with an Advance, the Bank shall not be obligated to advance any funds pursuant to the Note and this Agreement unless at the date specified for the making thereof, the Issuer delivers to the Bank: (i) A written request for an Advance, executed by the Mayor, Village Manager or Finance Director of the Issuer, indicating the amount of the Advance requested and the date on which such Advance is to be made, stating that the representations and warranties of the Issuer contained in Article II of this Agreement are true and correct as of such date, and setting forth the aggregate amount that will be outstanding under the Note immediately after the Advance so requested and stating that no Event of Default has occurred; such written request must be delivered to the Bank at least five (5) business days prior to the date specified in the request for such Advance to be made. ARTICLE VI EVENTS OF DEFAULT Section 6.01 GtmeraL An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The Issuer shall default in any payment of the principal of, premium, if any, or the interest on the Loan when and as the same shall become due and payable, whether by maturity, by acceleration at the discretion of the Bank as provided for in Section 6.02, or otherwise; or (b) the Issuer shall default in the performance of or compliance with any term or covenant contained in the Loan Documents, other than a term or covenant a default in the performance of which or noncompliance with which is elsewhere specifically dealt with and for which a remedy is specifically provided herein, which default or non - compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the Issuer by the Bank; or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.01(c) of Article III of this Agreement, whichever is earlier; or (c) any representation or warranty made in writing by or on behalf of the Issuer or in any Loan Document shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (d) The Issuer admits in writing its inability to pay its debts generally 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; or (e) The Issuer is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the Issuer, or an order, judgment or decree is • 7 • entered by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiver or trustee of the Issuer or of the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (f) The Issuer shall file a petition or 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 (g) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Issuer or the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (h) The Issuer shall default in the due and punctual payment or performance of covenants under any obligation for the repayment of money. Section 6.02 Effect o Event of Default. (a) General- Upon the occurrence of any Event of Default, subject to the provisions of the Note Resolution, the Bank shall have and may exercise any or all of the rights set forth herein (which rights are in addition to and not in lieu of any other rights the Bank may have under applicable law) provided, however, the Bank shall be under no duty or obligation to do so. • (b) Aceelexa R emedies. Immediately and without notice, upon the occurrence of any Event of Default, the Bank may declare all obligations of the Issuer under the Loan Documents to be immediately due and payable without further action of any kind and upon such declaration the Note and the interest accrued thereon shall become immediately due and payable and no further Advances shall be required to be made by the Bank. Upon such declaration, the Bank may also seek enforcement of and exercise all remedies available to it under the Note Resolution, the Act and any other applicable law. ARTICLE VII MISCELLANEOUS Section 7.01 ND_Wa C umulati.Ye_emeAie�. No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder, or under the Note or other Loan Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity. Section 7.02 Amendme _-Ch anges -orMedificatkms_toAbe Agreement_ This Agreement shall not be amended, changed or modified without the prior written consent of (i) the Bank (provided the Bank is a holder of a portion of the principal of the Note) or the Noteholders of at least fifty -one percent (51 %) • 8 • in aggregate principal amount of the Note and (ii) the Issuer. The Issuer agrees to pay all of the Bank's costs and reasonable attorneys' fees incurred in modifying and /or amending this Agreement at the Issuer's request or behest. Section 7.03 Costs and Expenses. The Issuer agrees to pay the Bank a fee of $4,000.00 in connection with the preparation, execution and delivery of this Agreement, the Note and the Loan. The Issuer shall pay all costs and expenses it incurs in connection with the preparation, execution and delivery of the Agreement, the Note and the Loan and any other documents that may be prepared or delivered in connection with this Agreement. Section 7.04 C ounterpa rts, This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 7.05 Severa ity If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 7.06 Term of A gremenL Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein or made in • writing by the Issuer in connection herewith shall be in full force and effect from the date hereof and shall continue in effect as long as the Note is outstanding. Section 7.07 Notices_ All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: If to the Issuer: Tom Bradford, Village Manager Village of Tequesta PO Box 3273 357 Tequesta Drive Tequesta, Florida 33469 -0273 If to the Bank: Vanessa Grahm, Relationship Manager NationsBank, N.A. 625 No. Flagler Drive, 10` fl. West Palm Beach, FL 33401 • 9 • or to such other address as either party may have specified in writing to the other using the procedures specified above in this Article VII, Section 7.07. Section 7.08 Applicable L aw. This Agreement, and each of the Loan Documents and transactions contemplated herein, shall be construed pursuant to and governed by the substantive laws of the State of Florida. Section 7.09 Binding- 'ffect;_Assignment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The Issuer shall have no rights to assign any of their rights or obligations hereunder without the prior written consent of the Bank. Section 7.10 Conflict. In the event any conflict arises between the terms of this Agreement and the terms of any other Loan Document, the Bank shall have the option of selecting which conditions shall govern the loan relationship evidenced by this Agreement and, if the Bank does not so indicate, the terms of this Agreement shall govern in all instances of such conflict. Section 7.11 No Third Party Ben eficiaries.. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder. Section 7.12 Att ornevi-Eees, To the extent legally permissible, the Issuer and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Note Resolution (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' • fees from the other party. Section 7.13 Entire-Agr=ment_ Except as otherwise expressly provided, this Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. Section 7.14 Further-Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects, for the purpose of carrying out the transactions contemplated by this Agreement. Section 7.15 IncoT- oration_b_y Reference All of the terms and obligations of the Note Resolution are hereby incorporated herein by reference as if said Note Resolution was fully set forth in this Agreement. Section 7.16 _Waive of Jury Trial. To the extent permitted by law, the Issuer and the Bank hereby waive trial by jury in any litigation commenced by either in respect hereof or of the Note or Note Resolution. is 10 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the Date of Execution set forth below. VILLAGE OF TEQUESTA, FLORIDA (SEAT,) By: Tj " r By._ Title: derk Date of Execution: January 15, 1999 NATIONSBANK, N.A. By Title: elationship Manager Date of Execution: January 15, 1999 G: \20241\5 \Loan Agr(2).wpd 1 1 MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9" Floor West Palm Beach, Florida 33401 -4025 P.O. Box 3888 West Palm Beach, Florida 33402 -3888 Telephone: (561) 659 -7500 Facsimile: (561) 659 -1789 Other Offices: Tallahassee, FL MARK E. RAYMOND (850) 681 -3828 Direct Line: (561) 822 -0380 Palm Beach Gardens, FL E -mail: mraymond @moylelaw.com (561) 625 -6480 January 14, 1999 CERTIFIED MAI RETURN RECEIPT REQ UESTED Division of Bond Finance State Board of Administration P.O. Drawer 13300 Tallahassee, Florida 32317 -3300 • RE: Village of Tequesta, Florida $5,000,000 Promissory Note Ladies and Gentlemen: Notice is hereby given of the impending issuance by Village of Tequesta, Florida (the "Issuer ") of the above - referenced Note (the "Note ") in the estimated principal amount set forth above. The Issuer expects to deliver the Note on or about January 15, 1999. Sincerely, MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A. Mark E. Raymond MER /wp • G: \20241 \5 \all closing docs(2).wpd • $5,000,000 VILLAGE OF TEQUESTA, FLORIDA PROMISSORY NOTE RECE FOR NOTE NationsBank, N.A. (the "Bank "), DOES HEREBY ACKNOWLEDGE receipt from Village of Tequesta, Florida of the Village's Promissory Note, dated January 15, 1999, in the aggregate principal amount of $5,000,000. DATED the 15th day of January, 1999. NATIONSBANK, N.A. B �� C C Its Authorized Representative • G: \20241\5 \all closing docs(2).wpd MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9" Floor West Palm Beach, Florida 33401 -4025 P.O. Box 3888 West Palm Beach, Florida 33402 -3888 Telephone: (561) 659 -7500 Facsimile: (561) 659 -1789 Other Offices: Tallahassee, FL MARK E. RAYAiOND (850) 681 -3828 Direct Line: (561) 822 -0380 Palm Beach Gardens, FL E -mail: mraymond @moylelaw.com (561) 625 -6480 January 14, 1999 CERTIFIED MAIL. Division of Bond Finance RETURN RECEIPT REQUESTED State Board of Administration P.O. Drawer 13300 Tallahassee, Florida 32317 -3300 RE: Village of Tequesta, Florida • $5,000,000 Promissory Note Ladies and Gentlemen: Enclosed herewith please find Form BF- 2003/2004 -B for the above - referenced financing. No disclosure document was used for this financing. If you would like any further information in regard to this matter, please do not hesitate to call. Very truly yours, Mark E. Raymond MER /ash • G: \20241 \5\all closing docs(2).wpd STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2004 -A and BF2004 -B forms. * Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A- 1.003, Florida Administrative Code (F.A.C.). * Bond Disclosure forms BF2004 -A (Competitive Sale) or BF2004 -B (Negotiated Sale) as required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)l, Florida Statutes (F.S.), respectively. * Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1), F.S. * Please complete all items applicable to the issuer as provided by the Florida Statutes. * PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. BF2003 BOND INFORMATION FORM PART I. ISSUER INFORMATION 1. NAME OF GOVERNMENTAL UNIT: Villa of T quas1 a Florida 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: _3SZTBS; D xj_V_e,_ TeqUpS_ta, Fl orirlA 33469 • 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: -Pa mBach 4. TYPE OF ISSUER: COUNTY _X CITY AUTHORITY INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT SPECIFY OTHER PART II. BOND ISSUE INFORMATION 1. NAME OF BOND ISSUE: _Pro misRor No 2. AMOUNT ISSUED: $__5._H_4, 0 0 0 3. AMOUNT AUTHORIZED: 4. DATED DATE: 1 /15/99 5. SALE DATE: 1/15/99 6. DELIVERY DATE:_lf� _/_a9_ 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Ch 166 SPECIAL ACTS OTHER 8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL OBLIGATION . REVENUE COP(CERTIFICATE OF PARTICIPATION) —LEASE-PURCHASE BANK LOAN /LINE OF CREDIT 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES X NO B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO 2. IF YES, AMOUNT OF ALLOCATION: $ • 10. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Lawfully a ilabl e non -ad valo (2 ) SECONDARY G: \20241 \5 \all closing docs(2).wpd • (3) OTHER(S) 11. A. PURPOSE(S) OF THE ISSUE: (1) PRIMARY Various Capital Improvements_ (2) SECONDARY (3) OTHER(S) B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT REFUNDED. Promissory Note; 10/10197; $1 , 000, 000; $50,001 (2) REFUNDED DEBT HAS BEEN: _XRETIRED OR _DEFEASED (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? _YES _NO B. IF YES, APPROXIMATELY WHAT PERCENT OF PROCEEDS IS NEW MONEY? 1 12. TYPE OF SALE: COMPETITIVE BID _NEGOTIATED X— NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) % TRUE INTEREST COST RATE (TIC) % CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) SPECIFY OTHER: 60% of NationsB prime 14. INSURANCE/ ENHANCEMENTS: _AGIC ___AMBAC _CGIC _CLIC _FGIC FSA • IUD MBIA NGM LOC(LETTER OF CREDIT) SPECIFY OTHER _ NOT INSURED 15. RATING(S): MOODY'S S &P FITCH _DUFF &PHELPS SPECIFY OTHER X NOT RATED 16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO /DAY /YR) COUPON /INTEREST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORY TERM AMORTIZATION 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: Mayb e_�pa;d a any t sme _ in whole or in part atpar 18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. NAt inngRank, N A 625 -Lox- Fla Drive Wes Palm B ach, Florida 33 • G: \20241 \5 \all closing docs(2).w?d 2 • 19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. NO BOND COUNSEL _ NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS BOND COUNSEL(S): Moyle, Flanig,3n, Kates, Kolins, Raymond & Sheehan P A 625 North lagler Drive, 9th Floor West Palm Beach, FL '13401 FINANCIAL ADVISOR(S) /CONSULTANT(S): Florida Municipal Advisors, Inc 9191 North Military Trail Palm Beach Gardens, FT 333410 OTHER PROFESSIONALS: John Randolph City Atto rn y 505 Sm F laqler D i v ; 11" _ Floor West Palm Beach, FT_, 31401 20. PAYING AGENT E NO PAYING AGENT 21. REGISTRAR N_ NO REGISTRAR 22. COMMENTS: None • PART III. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title Mark F. Raymond, Bond o ns Phone 56 1- 822 -038 Company Mov KolJ- Raymond & Sheehan, P.A. INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Name and Title Phone Company Date Report Submitted _1 /�5�� 9 BF2004 -A and BF2004 -B Note: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON N REG EM P-L9YED-0B ENGAGED_BY SUCH UNDERWRITER OR CONSULTANT: -X- NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: • G: \20241 \5 \all closing docs(2).wpd 3 • (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME __May e -]F— ani ga n-- atz,_Kol i nG., Ray-mond-&�Sheehan P . A. FEE PAID: $ 14,000.00 SERVICE PROVIDED or FUNCTION SERVED: Bond Co unsel. (2) COMPANY NAME Florida M_Lnici�al Advisors FEE PAID: $ 8.000.00 SERVICE PROVIDED or FUNCTION SERVED: Financial Advisor (3 ) COMPANY NAME Na i onG . A. FEE PAID: $4_ SERVICE PROVIDED or FUNCTION SERVED: Commit Fe -e (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE 0� THE BONDS: NAME (Typed /Printed:):Conni Holloma SIGNATURE: TITLE: DATE: 1/15 BF2004 -B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE. OR PRIVATE PLACEMENT FEE: $ -X- NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE. -C_ NO GROSS SPREAD PART IV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED TO: Courier Deliveries: Mailing Address: Division of Bond Finance Division of Bond Finance State Board of Administration State Board of Administration 1801 Hermitage Blvd., Suite 200 P.O. Drawer 13300 Tallahassee, FL 32308 Tallahassee, FL 32317 -3300 Phone: 904/488 -4782 FAX: 904/413 -1315 REVISED Feb. 1997/bf0304/ • G: \20241 \5 \all closing docs(2)."d 4 • The Note represents a line of credit in the amount of not to exceed $5,000,000.00. All principal and accrued interest is payable on February 1, 2002. Amounts drawn on the line of credit will bear interest at 60 % of the NationsBank prime and will be paid monthly. Because it is unknown how much will be drawn on the Note, no debt service schedule can be produced. • • CERTIFICATE AS TO ARBITRAGE AND OTHER TAX MATTERS VILLAGE OF TEQUESTA, FLORIDA $5,000,000 PROMISSORY NOTE DATED JANUARY 15, 1999 The undersigned, Connie Holloman, Finance Director of the Village of Tequesta, Florida (the "Issuer "), an officer of the Issuer responsible for the issuance of the above - referenced Note, makes the following certification as to the Issuer's expectations in connection with the issuance of the Issuer's Promissory Note, dated January 15, 1999, in the principal amount of not to exceed $5,000,000 (the "Note ") for purposes of Section 148 of the Internal Revenue Code of 1986 (the "Code ") and the Treasury Regulations promulgated thereunder. The Note is being issued on January 15, 1999. The Note is issued pursuant to a draw - down loan, and as of January 15, 1999 aggregate draws under the loan will exceed $50,000. All amounts drawn under the Note are equally and ratably secured under a single Loan Agreement and pursuant to a common financing arrangement. All amounts to be advanced under the Note will be advanced within three years of January 15, 1999. The Issuer reasonably expects that all amounts drawn on the Note will be allocated to expenditures for capital projects consisting of certain recreation facilities within a three -year period beginning on January 15, 1999. The Issuer reasonably expects that at least 85 % of the amounts drawn on the Note will be allocated to expenditures on such capital projects by the end of such three -year period. In addition, the Issuer reasonably expects to incur within six months of January 15, 1999 a substantial binding obligation to a third party to expend at least $250,000 on the capital projects to be financed with proceeds of the Note. Furthermore, the Issuer reasonably expects that completion of such capital projects and the allocation of the proceeds of the Note to such expenditures will proceed with due diligence. Proceeds of the Note may be invested without regard to any yield limitation for a period ending January 15, 2002. The Issuer reasonably expects that there will not be any proceeds of the Note that are not spent on or before January 15, 2002. The Note is payable from lawfully available non -ad valorem revenues of the Issuer budgeted and appropriated for such purpose. Except for such revenues, no amounts are directly or indirectly pledged to pay principal or interest on the Note, nor are there any other revenues that will be available to pay principal or interest on the Note even if the Issuer encounters financial difficulties. Amounts that the Issuer reasonably expects to be used to pay debt service on the Note constitute a fund used primarily to achieve a proper matching of revenues with principal and • interest payments on the Note in each year, and such amounts will be depleted at least once each year. Amounts that the Issuer expects to use to pay principal and interest on the Note may be invested without regard to any yield limitation. G: \20241 \5 \all closing docs(2).wpd • The Issuer has general taxing powers. The Issuer reasonably expects that the aggregate face amount of all tax - exempt bonds (other than private activity bonds) to be issued by it during 1999 will not exceed $5,000,000. For purposes of applying the $5,000,000 size limitation, there are no entities that issue bonds on behalf of the Issuer and there are no subordinate entities to the Issuer. The Note is exempt from the arbitrage rebate provisions of Section 148 of the Code. Based upon the foregoing, it is not expected that the Note will be an "arbitrage bond" within the meaning of Section 148 of the Code and the Treasury Regulations promulgated thereunder. Dated this 15th day of January, 1999. VILLAGE OF TEQUESTA, FLORIDA Connie Holloman Finance Director • • G: \20241 \5 \all closing docs(2).wpd 2 MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9" Floor West Palm Beach, Florida 33401 -4025 P.O. Box 3888 West Palm Beach, Florida 33402 -3888 Telephone: (561) 659 -7500 Facsimile: (561) 659 -1789 Other Offices: Tallahassee, FL MARK E. RAYMOND (850) 681 -3828 Direct Line: (561) 822 -0380 Palm Beach Gardens, FL E -mail: mraymond @moylelaw.com (561) 625 -6480 January 15, 1999 CERTIFIED MA RETURN RECEIPT REQUESTED Internal Revenue Service Center Philadelphia, Pennsylvania 19255 • RE: $5,000,000 Village of Tequesta, Florida, Promissory Note Dear Sir /Madam: Enclosed please find Form 8038 -G which relates to the above - referenced note. Please acknowledge your receipt of the enclosed by stamping the copy of the form included herewith, and return the stamped copy to us in the enclosed envelope. MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A. By MER/ash Mark E. aymond Enclosure • G: \20241 \5 \all closing docs(2).wpd • 8038.6 information Return for Tax - Exempt Governmental Obligations ► Under interim Revenue Code sectio 14b(o) O+AB No. t6tb - 0720 fay. Way 1995) ► See separate Inst-ucWns. n"w� of the es-y (Note: Use Form 8A18 -GC G'tho t=,c pnov k ands i10D,000.) Reporting Authority 11 _A mended Return, cne--k here ► 1 bouw's rams 2 "use Wnpior•r iderttMr.atlon r111'nt>or Village of Tequesta, Florida 59 6044081 3 Nurntw and shoat (or P.O. box if trail is not dWrvored to strow a=aso) RooiVzu - 4 Report number 357 Teguesta Drive G19 99 -1 b City, town, or pose ofca, s=ate, and 21P coda 6 Date of is" Tequesta, FL 3 ?469 January 15 1999 7 Nams of iss,ua 6 CUSIP nurrzw Egornisso1z: Note None Type of Issue deck applicable box(es) end enter the issue rice fi ❑ Education (attach schedul& -see irtstructions) . . . . . . . . . . . . . . . 9 10 ❑ Heart and hospital (attach in=cr;ons). . . . . . . . . . . . 10 11 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 ❑ Environment (including SWATge bands) . . . . . . . . . . . . . . . 13 14 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 tT Utilities . . . . . . . . . , , . . . . . . 15 16 y Other. Describe (see instTiuctions) 10- Mi" r ical Asr�nr�itiirpc 16 17 K obligations are tax or other revenue anticipation bonds, check box ► ❑ a ��� 16 If oblioetions are in the form of a lease or instaffinent sale, check box 110- ❑ / „ -ri M M I O M — Description of Obligations {cA 1.1 IGl • Wtu ry cuts krter�t nu lean pnOe SuteQ reaempnon Wegnted Yaw nuratt pr” at IMaIXITY ov"De rnattrrTN Cot: 19 F>nal maturity. 2 1 2002 VR 9'a 5 000 000 5,000,000 / = / % /r // /% ;i %/ 20 Entire Issue / /// / / / / /// 5,000,000 5 000 000 ears 9 VR Y VTM — Uses of Proceeds of Bond issue indudino underwriters' discount 21 Proceeds usod for accrued interest . . . . . . . . . . . . . . . , , , 21 22 tssuo price of entire krue (enter amount from lino 20, cokimn (c)) . , 22 5, 000,000 23 Proceeds ussd for bond issuance costs (inckxfing urKWwritez' dscount) , 23� 26 000 / 24 Proceeds used for codit enhancement . . . . . . . . . . . . 24 25 Proceeds allxr. d to rsasona -'qty Warea reserve Cr nepla.^arwtrtt fug . . 25 26 Proceeds used to currently ratnd prior issues . . . . . . . . , 26 r 27 Proceeds used to advance refund prior Issues , , , 27 29 Total (add tines 23 through 27) . . , , . 28 76,001 29 Nonretundinc proceeds of the issue (subtract fine 26 frorr line 22 end enter emount� here) . 29 i 4,923,999 Descri *ion of Refunded Bonds Complete this parl only for refunding bo is.) 30 Enter Cie rwnaine g weigtltad average mxtssrtty of the bonds to be ,...trrenty refunded . �. ► . 21 years 21 Enter the remaining weighted average maturity of tht fronds to be advance rsfurided . , . ► VC Vs t2 Enter the last date on which the refunded bonds will be called . . . , . . . . . . . ► 1 /1 5f 99 33 Enter the dates) the refunde bonds were issued ► in/i Q / C,�iiscellaneous 34 Enter ttio amount of the ruto voiumo cup alto =te;: to the rsuF under section 141(b)(5) , . . 34 R 35 Enter the Lmc :nt of the bonds designated by the issuer u err section 2i 5 b)3)r)�(Iltl (small imee sxceptionn) 35 jo n . n(7f1 Ma Errty, : artr_a:t, of gross prooeds hvevlod or to be hvectt�l in s V=rvioe. hves;rrlertt Gantt tea instru=tiom) 36e I . b Entirr the final maturity date of the guaranteed investment corlrtct . ► �ii % %�/ S7 Pooled fnanc 7V a Prc.veds o`, this issue that a rt to be used to make bans to Other governments' Un is 3'r b tf this kcue is a loan made from the proceeds of mother i x- oxernY'. Issue, check box ► ❑ and enter the nwne of rie ksuer ► and the date of the Issue ► :8 If the n r has olec. d to pay r, penalty in lieu of vbit—.go rebate, cheek box . , . ► ❑ 39 K the is-1 - ;er hes i dentifed a hedge, che bor. ► 0 • Urzr perwt, o' ptrl�ry , I oaC:a t I nave Cr rruneC true rstum an: &=Mpany�rY, e.'neC.riea a-^�t and suwrrenu, en; to Nis Ms; of rely cnowie: �e txirt, t tram, • a wrraet oompesu. Ple2se r Elizabeth Schauer Sign Z- t 1/1 Here 99 Mayor t rr )ULW's a:rtronzoC ^- uaonta irv'e Qi:e Type Or pnnl nf,'.'no sv 1 For Paperwork R ction Act Note*, ago page 1 of the Instructions. CaL No. (3 7735 Form L P—d on -ay—e peer $5,000,000 VILLAGE OF TEQUESTA, FLORIDA • PROMISSORY NOTE DISCLOSURE STATEMENT OF NATIONSBANK, N.A. January 15, 1999 Village of Tequesta, Florida Tequesta, FL Moyle, Flanigan, Katz Kolins, Raymond & Sheehan, P.A. West Palm Beach, FL Ladies and Gentlemen: In connection with the purchase of the $5,000,000 aggregate principal amount Village of Tequesta, Florida (the "Issuer "), Promissory Note, dated January 15, 1999 (the "Note ") authorized to be issued by a resolution of the Issuer adopted January 14, 1999 ( "Resolution "), the • undersigned purchaser of the Note (the "Original Purchaser "), pursuant to the provisions of subsection (6) of Section 218.385, Florida Statutes, as amended, the Original Purchaser is providing the following information with respect to the arrangements made for the purchase of the Note. We represent to you as follows: (a) The nature and estimated amounts of expenses to be incurred by the Original Purchaser in connection with the issuance and sale of the Note is $ -0 -. (b) There were no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Note. (c) A fee of $4,000.00 is expected to be realized by the Original Purchaser. (d) No management fee will be charged by the Original Purchaser. (e) No fee, bonus or other compensation will be paid by the Original Purchaser in connection with the issuance of the Note to any person not regularly employed or retained by the Original Purchaser. G: \20241 \5 \all closing docs(2).wpd - (f) The name and address of the Original Purchaser is: • NationsBank, N.A. 625 North Flagler Drive West Palm Beach, Florida 33401 (g) The Village is proposing to issue not exceeding $5,000,000 of debt for the purpose of financing the acquisition, construction, equipping and improving of various capital expenditures of the Village. This debt is expected to be repaid over a period of approximately 16 months. Although the debt bears interest at a variable rate, assuming all $5,000,000 is borrowed, at current interest rates, total interest paid over the life of the debt will be approximately $742,500. The sources of repayment or security for the Note are non ad valorem revenues of the Issuer. Authorizing this debt could result in approximately $5,742,500 of non ad valorem revenues of the Issuer not being available for other uses by the Issuer. Very truly yours, NATIONSBANK, N.A. By: �/ - t C- Authorized Officer • • G: \20241 \5 \all closing docs(2).wpd 2 MOYLE, FLANIGAN, KATZ KOLINS, RAYMOND & SHEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9" Floor West Palm Beach, Florida 33401 -4025 P.O. Box 3888 West Palm Beach, Florida 33402 -3888 Telephone: (561) 659 -7500 Facsimile: (561) 659 -1789 Other Offices: Tallahassee, FL MARK E. RAYMOND (850) 681 -3828 Direct Line: (561) 822 -0380 Palm Beach Gardens, FL E -mail: mraymond @moylelaw.com (561) 625 -6480 January 15, 1999 Village of Tequesta Tequesta, Florida NationsBank, N.A. West Palm Beach, Florida RE: $5,000,000 Village of Tequesta, Florida Promissory Note dated January 15, 1999 • Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the Village of Tequesta, Florida (the "Issuer ") of its $5,000,000 aggregate principal amount Promissory Note dated January 15, 1999 (the "Note "). The Note is issued pursuant to the Constitution and Laws of the State of Florida, including particularly Article VIII, Section 2 of the Florida Constitution, Chapter 166, Florida Statutes, the Charter of the Issuer and a resolution adopted by the Issuer January 14, 1999 (the "Resolution "). All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. In rendering the opinions set forth herein, we have examined the Resolution and other certifications, agreements, documents and opinions of public officials and other officers and representatives of the various parties participating in this transaction. As to questions of fact material to our opinion we have relied upon representations of the Issuer contained in the Resolution, and upon other certifications, agreements, documents, and opinions of public officials and other officers and representatives of the various parties participating in this transaction, furnished to us, without undertaking to verify the same by independent investigation. We have assumed the genuineness of all signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to • originals of documents submitted as copies, and we have assumed that Form 8038 -G was duly and timely filed with the Internal Revenue Service with respect to the Refunded Note. G: \20241 \5 \all closing docs(2).wpd Village of Tequesta NationsBank, N.A. • January 15, 1999 Page 2 This opinion shall not be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the 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 and subject to the foregoing, we are of the opinion as of the date hereof and under existing law, as follows: 1. The Issuer is duly created and validly existing as a municipality pursuant to the Constitution and Laws of the State of Florida, with the power to adopt the Resolution, perform its obligations thereunder and to issue the Note. 2. The Resolution has been duly adopted by the Issuer and constitutes the valid and binding action of the Issuer. The Note has been duly authorized and executed by the Issuer and constitutes a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, payable solely from the sources provided therefor in the Resolution. • 3. The interest on the Note is excludable from the gross income of the owner thereof for federal income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest may be required to be taken into account in determining adjusted current earnings for purposes of calculating the alternative minimum taxable income of certain corporations. The opinions expressed in the first sentence of this paragraph are conditioned upon continuing compliance subsequent to the issuance of the Note by the Issuer with various covenants contained in the Resolution, including, without limitation, its covenant to comply with applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Failure by the Issuer to comply with such requirements could cause the interest on the Note to be includable in gross income for federal income tax purposes retroactive to the date of issuance of the Note. No opinion is expressed herein regarding other federal tax consequences that may arise due to ownership of the Note. 4. The Note is exempt from all present intangible personal property taxes imposed by the State of Florida. 5. The Note is a "qualified tax - exempt obligation" within the meaning of Section 265 of the Code. Our opinions expressed herein are predicated upon present laws and interpretations thereof. • We assume no affirmative obligation with respect to any change of circumstances or law (including laws that may result from legislation pending before Congress) that may adversely affect the G: \20241 \5 \all closing docs(2).wpd Village of Tequesta NationsBank, N.A. • January 15, 1999 Page 3 tax - exempt status of interest on the Note after the date hereof. It is to be understood that the rights of owners of the Note and the enforceability of the Note and the other documents referred to herein may be subject to the provisions of the bankruptcy laws of the United States of America and to other applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting creditors' rights, and that their enforcement may also be subject to equitable principles that may affect remedies or other equitable relief. Very truly yours, "12a y Y r � l • • G: \20241 \5 \all closing docs(2).wpd MOYLE, FLANIGAN, KATZ. KOLINS, RAYMOND & SHEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9`' Floor West Palm Beach, Florida 33401 -4025 P.O. Box 3888 West Palm Beach, Florida 33402 -3888 Telephone: (561) 659 -7500 . Facsimile: (561) 659 -1789 Other Offices: Tallahassee, FL MARK E. RAYMOND (850) 681 -3828 Direct Line: (561) 822 -0380 Palm Beach Gardens, FL E -mail: mraymond @moylelaw.com (561) 625 -6480 January 15, 1999 Village of Tequesta Tequesta, Florida NationsBank, N.A. West Palm Beach, Florida RE: $5,000,000 Village of Tequesta, Florida Promissory Note • dated January 15, 1999 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the Village of Tequesta, Florida (the "Issuer ") of its $5,000,000 aggregate principal amount Promissory Note dated January 15, 1999 (the "Note "). The Note is issued pursuant to the Constitution and Laws of the State of Florida, including particularly Article VIII, Section 2 of the Florida Constitution, Chapter 166, Florida Statutes, the Charter of the Issuer and a resolution adopted by the Issuer January 14, 1999 (the "Resolution "). All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. In rendering the opinions set forth herein, we have examined the Resolution and other certifications, agree, tents, documents and opinions of public officials and other officers and representatives of the various parties participating in this transaction. As to questions of fact material to our opinion we have relied upon representations of the Issuer contained in the Resolution, and upon other certifications, agreements, documents, and opinions of public officials and other officers and representatives of the various parties participating in this transaction, furnished to us, without undertaking to verify the same by independent investigation. We have assumed the genuineness of all signatures on all documents • and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies, and we have assumed that Form 8038 -G was duly and timely filed with the Internal Revenue Service with respect to the Refunded Note. G: \20241 \5\all closing docs(2).wpd Village of Tequesta • NationsBank, N.A. January 15, 1999 Page 2 This opinion shall not be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the 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 and subject to the foregoing, we are of the opinion as of the date hereof and under existing law, as follows: 1. The Issuer is duly created and validly existing as a municipality pursuant to the Constitution and Laws of the State of Florida, with the power to adopt the Resolution, perform its obligations thereunder and to issue the Note. 2. The Resolution has been duly adopted by the Issuer and constitutes the valid and binding action of the Issuer. The Note has been duly authorized and executed by the Issuer and constitutes a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, payable solely from the sources provided therefor in the Resolution. • 3. The interest on the Note is excludable from the gross income of the owner thereof for federal income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest may be required to be taken into account in determining adjusted current earnings for purposes of calculating the alternative minimum taxable income of certain corporations. The opinions expressed in the first sentence of this paragraph are conditioned upon continuing compliance subsequent to the issuance of the Note by the Issuer with various covenants contained in the Resolution, including, without limitation, its covenant to comply with applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Failure by the Issuer to comply with such requirements could cause the interest on the Note to be includable in gross income for federal income tax purposes retroactive to the date of issuance of the Note. No opinion is expressed herein regarding other federal tax consequences that may arise due to ownership of the Note. 4. The Note is exempt from all present intangible personal property taxes imposed by the State of Florida. 5. The Note is a "qualified tax - exempt obligation" within the meaning of Section 265 of the Code. • Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation with respect to any change of circumstances or law (including laws that may result from legislation pending before Congress) that may adversely affect the G: \20241 \5 \all closing docs(2).wpd Village of Tequesta • NationsBank, N.A. January 15, 1999 Page 3 tax - exempt status of interest on the Note after the date hereof. It is to be understood that the rights of owners of the Note and the enforceability of the Note and the other documents referred to herein may be subject to the provisions of the bankruptcy laws of the United States of America and to other applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting creditors' rights, and that their enforcement may also be subject to equitable principles that may affect remedies or other equitable relief. Very truly yours, • • G: \20241 \5 \all closing docs(2).wpd JONES FOSTER Flagler Center Tower, Suite 1100 Mailing Address JOHNSTON 505 South Flagler Drive Post Office Box 3475 8& STLMBS, P.A West Palm Beach, Florida 33401 West Palm Beach, Florida 33402 -3475 Attorneys and Counselors Telephone (561) 659 -3000 Facsimile (561) 832 -1454 John C. Randolph, Esq. Direct Dial: (561) 650 -0458 E -mail: jandolph @jones - foster.com January 15, 1999 Village Council Village of Tequesta Post Office Box 3273 Tequesta, Florida 33469 -3273 NationsBank, N.A. 625 North Flagler Drive Tenth Floor West Palm Beach, Florida 33401 • Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A. 625 North Flagler Drive Ninth Floor West Palm Beach, Florida 33401 RE: $5,000,000.00 Village of Tequesta, Florida Promissory Note dated January 15, 1999 Ladies and Gentlemen: I have acted as Village Attorney for the Village of Tequesta, Florida (the "Village ") in connection with the $5,000,000.00 Note from the Village of Tequesta, Florida, dated January 15, 1999, and payable to the order of NationsBank, N.A., or registered assigns. In such capacity, I have examined the following: A. Resolution No. 11-98/99 adopted by the Village Council on January 14, 1999, authorizing the issuance of a Note in the principal amount of $5,000,000.00 to finance various capital projects of the Village and to refinance the Village's Promissory Note, dated October 10, 1997; • B. The Charter of the Village of Tequesta, as amended (the "Charter "), and Chapter 166, Florida Statutes, as amended; and Village of Tequesta NationsBank, N.A. Moyle, Flanigan, Katz, Kolins January 15, 1999 Page 2 C. Such other documents, certificates, records, and proceedings as I have considered necessary to enable us to render this opinion. Based on such examinations, I am of the opinion that: 1. The Resolution has been duly adopted and no further action of the Village of Tequesta is required to authorize the execution and delivery of the Note specified herein. The Resolution constitutes the legal, valid and binding obligation of the Village, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditor's rights generally or by general principles of equity. 2. The adoption of the Resolution and compliance with the provisions thereof, under the circumstances contemplated thereby, are permitted under the provisions of the Charter and, to the best of my knowledge without undertaking any independent research, do not and will not in any way constitute a breach or default under any agreement or other instrument to which the Village is a party or any existing law, regulation, court order or consent decree to which the Village is subject. 3. Except for the attached, to the best of my knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Village, wherein an unfavorable decision, ruling or finding would materially adversely affect the Village's obligation under the Resolution, or aversely affect the validity of the Note or the security therefore. Sincerely, JONES, FO TER, JOHNSTON & STUBBS, P.A. oiil C. Randolph Village Attorney JCR \ssm • N: \JCR \13153- 01 \NATIONSB.OP J HIV 14 . tN 1e4 . e-O'M NHLn tkt Hl H VU-' 1 t CITIZENS FOR RLSPONSIBLIS C3O 189% Point Drive Tequesta, FL 3 9 W.A. Vahoeven Robert B. Esq. Chairman lap I Adv' ior a L 14 Ta Elected Officials of the Village of Tequosta: In behalf of the citims of rho Village of T4 quaits, Citimns for Responsible Government respectfully 't hemwith Advisory Ballots expressing wishes of the pits regarding I- major expenditures by the Village government. Elected officials of the Village should witow i the following: 1. The Village of Tequesta, Florida is a tnui idp4lity crated • by the Florida legislature, Laws of Florida, ter 57 -1915, Special Acts of 1957, as anmded by statute and ordinerjoea, and Is subject to the provisions of Chapter 166, Flori Ste►tutes. : 2, The Village Feld it special public )wvimf degign "Meeting ") on December , 15,1998 to 'the: beet of out knowledge the Village of Tequesta did iot pay for or ! odkrwisa - insum ft publication of an offie notice of the W etittg in any regularly published of genmW chtulation In Palm Beach County, Florida. �3. To our beat knowledge the Village of lest& mewl j faxed a notice of the meeting on or about 1-1, 1998 to, J M\ 14 " 77 40" - CIGMI r-HLri m vv-" run 1 1. b I • The Jupiter Courier. 4. To our bast knowled the village of uoatat dyes not i *e any proof of ' publication of any offic notice of the n8 I 5. A handful (leas than 30) mennbera of public attended ' the Meeting, and were advised that the Village of toquesta was 1 going to purchase a shopping center parcel (th D entire property being referred to as the "Property ") and the PI rt the Village of TOquesta was to purchase being referred to as "Pert A ") being Ws than 1/3 of the entire Property, from owner that had purchased it In 1997 for about $1 j 300 j 000. ; ' .6. At this Meeting the tative of owner of the Property admitted that title was held in the ; of a Newly I formed corporation that had no otter assets odibr than the ' � I ! popdrty 7. The owner of the Property has provide no guarandm j either personal, letters of credit (unless nibmitt 4 in the sum of $450 by the deadline date of January 1S 1999) or other third party underukings that it would have the mon to 1 purchase "Part A" back from the Village of Tequesta when rc4uired. 8. The owner of the Property did twt agree i o keep "Pert A." i i free and clear from any finaruangs that it P lado on its A Property during the two year period after p by tha Village of Tequosta. This could result in a foroclosure by a lender on the Property, and of course no purchase by the Property owner. The Village would be out -the m pWrhaae pace of $477,000, without recourse to any viable fin knelal party. 9. We are of the belied that the total coat the Village and taxpayers of Tequesta could reach or woceod $3,5 plug int=uat over the nmu several years for 20 or 3 year bonds, if a ' now village hall and roadway we conetnZWL d Bridge Road 1 redeveloped as planned. 10. An Advisory llot has been cirGUla to residers a of �'Y f ft Village of Tequesta, in the force attec W Th"e have ma b&= returns from 315 cid2ens, of which all but one cud voted against purchase of the laud (Part A) b the Village of Tequesta, and constrwtion of a new village hall.i f 11. Under Florida Statute 166, which is IkAble to dw . VWage of Tequesta, thane must be a thirty (30) y nptice of any meting at which the approval of a purchoise c f property by a ' municipality is to be voted upon. 1 12. the Village of Toquosta held its mceung for I Decembar on I)eoecnber 14, 1998 and dud not p vide any notico • -JNN 14 '99 04'?-IPM PALM BEACH POST P_8 ' . 1 of the special Meeting or the subject matter the 6of to the public that attended this regular . g rneettttg. 13. The Village of Tequesta has vioLted provisions of Florida Statute 166, and any act of Village of equeeta to enter into a purchase agrt or option to pumbs se Part A of the Pt ope ny is null and void, initio. ; We earnestly and respectfully request the the Village of • I T quests not go ahead with this ill - 'advised vawn into property d6volopment with private intetws, in apparent violation of the i la*s of this state. , 9inceroly for Tequesta, 4" If &ven jQ Obert. 1 E. Cook, Faq. , Chahi= Legal Advlsor j i -JAN 14 '99 04:22PM PALM BEACH POST P_20 Jar+ -14 -99 11:41A MacArthur Beach Stata Pk. 661 624 01384 P.03 • Sub"diotn 259 -OVO) Floridan Staabes (10) Stain regional, or local go eMmarttal agencies or private entltift designated to manage lands under this section shall develop and adopt with the approval of the board of bwbees, an Individual management plan for each project designed to eonsacve and protect such lands and their associated natural resources. Private sector involy mart in management plan, development may be Uaed to expedite the planning process. Beginning fiscal year 1998-1999, individual management plains required by ls. 253.034(4) shall be developed with input from an advisory group. Mewbern of this advisory group shall include, at a minimum, repnesent■tives of the lead land managing agency, comanaging entities, local private property ownem, the appropriabe soil and water conservation district a local conservation organisation, and a local elected official. The advisory group shall conduct at least one public hearing within the county in which the parcel or project is located. im the WAWA „91 ROiffLdUkUWdfGr 21 -_ Adv�ecilsed iaalnaner R LsooW • jpp. and announced at a scheduled meeting of the local governing body before the actual public hearihng. Tiw management prospectus required pursuant to,paragraph (9)(b) shall be available to the public for a period of 90 days prior to the public hearing. Once a plan is adopted, the managing agoncy or qty shall update the plan at least every 5 years in a form and manner prescribed by rule of the board of trustnsea. Such plans may include transfers of leasehold interests to appropriatc conservation organizations designated by the Land Management Advisory Council for uses consistent with the purposes of the organizations and the protection, pr+eservation,,and proper management of the Lunde and their resources. Voluntaer management assdstanae in encouraged, including, but not United to, assbtRnw by youth& partietpetieng in programs sponsored by state or local agencies, by volunbeers sponsored by environmental or civic organizations, and by individuals participating in programs for committed delinquents and adults. For each project for which lands are "mired after July IL* 1995, an individual management plan shall be adopted and in place no later Hum 1 year after the essential parcel or parcels "identitled in the annual Conservation • and Recreation Lands report prepared Pursuant to s. 259.095(2)(a) have been acquired. Beginning In fiscal year 1998 -1999, the Department of Environmental Protection shall 1 -JHN 14 '99 04 :22PM PALM BFRCH POST is" -14 -09 11:41A MacArehur Beach State Pk_ 561 624 0954 P. 11 P.04 SuboecU" 259-032(10) Florida Stah*m dixtcibu0e only 75 pemme of OW acquisition funds to which a budget entity of water amanagensent district would add wise be sntitiad from the PictemHon 2OW Trust Fund to any budget eniity or ate► water management "hic that hu mare than am- third of its management plans ovwdw- r i z JAN 14 '99 04 s 19PM PALM BERCH Advisory Ballots say Na . ' to Tequesta Taxation Without Repre sentatlon. ; I By. Carlton D. Stoddard t Mayor Er witus Jan, 14,,1999 I Ths message of advisory ballots bmwi to: those who avcm T uesta is: the voice of the electors must be heard g� � I fot any major expenditure covered by taxes. Any large expenditure by Tequesta gov t require,. clear communication and consultation with the file who pay P�IertY taxes fundirig It. Government of the people, by the people, for the people is the hem and soul of hometown communiti whi ch Are the • bedrock of our freedom as a united demlocracy. wi The Village Council's enact of a son of, land � I th a private commercial developer for o land h2 Tdqueata Plaza, plug constructio of a new v ii ge hall and re- doVelopment of Bridge Road as planned, uld 'add up to $j,500,000 or more to Teque a's bonded irYdeb ; Including ingest over 30 years for bond fi � . the cost could exceed $1,200 for every man, w acid child in Td sue sM for that one project alone. ; The creed for resurrecting time-wom Tequesta Plaza is recognized and understood. But an axpendi of • $3,500,000 of ttucpayers' ftme to enhance privy ;c • l r ddvelopment, without fully informing and tint citizens, is I f JMr ly y7 �ov:lyrri r btrart MrW 1 i r Ili * to sacious question. It di total of 315 residonts have sett Advisory _o ' all but bha *oting NO to any such major wWulittte Ir *d or a new Village hall in a commur+cial develg9nWt. pu person votod YES. Many added caystie to needless expenditure for a now village hall, and lend for 41 north - south rpadway splitting Toquesta Plaza in two. Mail dwdopars 4%ould pay for their own roads. Thai toots was no notice to the public of th plan's details, no paid publication notice of the hasty Cotmil meoting called, to approve the $lei million' conuact, no p ion for a public luring with 30 days adva m MIM end n provision fora public refeioduum, • raises serious questions to compliance I *ith Florida statutes. Tequasta'a own ChMr, and amended gdinances. j By their Advisory Ballot votes herewith, reqWBt& electors s*y NO to a now village hall, and NO i o oWnIdizing a i .commercial developer who stands to gain p fit it taxpayers' se. Selling a mall building • i I � ng �S PPS nd at $750,000 to Tequesta and charging $10000, to demolish it seams utterly *3tdul. Up to 3 thriving stom' . vould be r4cis& Whom would go? Relocating them could hurt the bwincas. OM Answering the second question on the dvisory Ballots, 8 (75% majority) cithms voted YES to in ;the existbu tinge Hall next to VilUge Green park and itain as the long . established (and paid for) • center of Tequesta go estuiaent. 77 (25%) voted NO, some obJeW48 to a4tnini ®t:ative y JAN 14 '99 04:20PM PALM BEACH POST P.4 oFfices north of the Village Green park on land owned by Tlequesta. Some think the village administrati should continuo tb rent offices in the WwAovia bank building. Sevesral objected t0 new office construction of any kind. Not to be overlooked is the necessary cost f providing ttew living quarters for fire•= rescue personnel now used in portable WildingL Also thtm must be enlarged houai for fire tmcks a4d ambulances. About $6.500,000 will be deeded to f' the tww reverse o$mosia water plant now WxW construction. t plug purchase I off ' land and construction of a now village 1 could escalate Tisquesta's bonded indebtedness to over $17,0 O,OOt), includidg ; i4t,erest for 30 years. Theses are calculated timates. If the i V;illagc goverment and citizens work tog they can be substantially reduced. ' Village government that approves such vy expwditums Without clear communication and consultation ith'umpayers is government by dictum, not democracy. Such a trend would not be welcomed by the people of Te:questa. Tequelsta government officials should it read the Aldvisory Ballots in this com�pcndium, rerthlnk their cgmmitment for multi - million dollar projects w thout consent of el6tors who are already * burdened with the keaviest property ta)cea in Tequesta's history. • January 15, 1999 $5,000,000.00 VILLAGE OF TEQUESTA, FLORIDA PROMISSORY NOTE KNOW ALL MEN BY THESE PRESENTS that V age of Tequesta, Florida (the "Issuer "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of NationsBank, N.A. or registered assigns (hereinafter, the "Owner "), the principal sum of $5,000,000.00, or such lesser amount as may be advanced pursuant to the Loan Agreement (hereinafter defined) together with interest on the principal balance outstanding at the rate per annum of 60% of the rate announced from time to time by NationsBank, N.A. as its "Prime Rate" based upon a year of 360 days for the actual number of days elapsed (the "Initial Rate "); such rate of interest being subject to further adjustment as described below. Principal of, premium, if any, and interest on this Note are payable in lawful money of the United States of America at such place as the Owner may designate to the Issuer in writing, in the following manner: Accrued interest shall be payable on the first day of each month, beginning March 1, 1999. The entire unpaid principal balance, together with all accrued and unpaid interest thereon, shall be due and payable in full on February 1, 2002. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution (hereinafter defined)) the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually made. For purposes of this Note, "Prime Rate" shall mean the annual interest rate announced by NationsBank, N.A. from time to time as its "Prime Rate" (which interest rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers of NationsBank, N.A.). In the event NationsBank, N.A. or its successor ceases to announce its "Prime Rate," "Prime Rate" shall mean the prime rate reported in The Wall Street Journal If for any reason the interest on this Note becomes includable in the gross income of the holder for Federal income tax purposes (an "Event of Taxability"), the interest rate otherwise borne by this Note shall be revised to a rate equal to 92.3 % of the Prime Rate adjusted daily on the date changes in the Prime Rate are announced, effective from the earliest date as of which the interest on this Note was included in the gross income of the holder for Federal income tax purposes. In addition to the foregoing, the Issuer shall pay any additions to tax, penalties and interest, and any arrears in interest imposed upon the holder on account of an Event of Taxability. All such additional interest, additions to tax and penalties shall be paid on the next interest payment date hereon after the holder shall have notified the Issuer in writing of the existence of the liability and the amount thereof, and shall be in addition to all other interest payable • on such date. • The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time, and from any funds lawfully available for such purpose. All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the principal sum due. There shall be no prepayment premium. In case of an Event of Default described in Section 6.01 of the Loan Agreement, the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such Event of Default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes, and proceedings seeking adequate protection or relief from the automatic stay. In the event any payment due hereunder is not made by the Issuer within ten (10) days after the due date thereof, the Issuer shall also pay the Owner an amount equal to the greater of $100.00 or 5% of the amount that was not paid on the due date, such additional payment to be due and payable immediately upon the expiration of the aforementioned 10th day. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. To the extent permitted by law, the Issuer, and by its acceptance of this Note, the holder hereof, waive trial by jury in any litigation commenced by either in respect of hereof or of the Resolution. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A • GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PROVIDED THEREFOR IN THE RESOLUTION (HEREINAFTER DEFINED). NEITHER THE FAITH AND CREDIT NOR THE AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer and a Resolution duly adopted by the Issuer on January 14, 1999, as from time to time amended and supplemented (herein referred to as the "Resolution "), and is subject to all the terms and conditions of the Resolution and of the Loan Agreement (as defined in the Resolution). All terms, conditions and provisions of the Resolution and Loan Agreement, including without limitation remedies in the Event of Default, as defined in the Loan Agreement, are by this reference thereto incorporated herein as a part of this Note. This Note represents the entire authorized issue of obligations of the Issuer pursuant to the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution and the Loan Agreement. This Note is payable from certain Non Ad Valorem Revenues budgeted and appropriated therefor, as described in the Resolution. Notwithstanding any other provision of this Note, the Issuer is not and shall not be liable for the payment of the principal of, premium, if any, and interest on this Note or otherwise monetarily liable in connection herewith from any property other than the Non Ad Valorem Revenues budgeted and appropriated therefor. • 2 • This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the Village of Tequesta, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its Village Clerk, and its seal to be impressed hereon, all this 15' day of January, 1999. VILLAGE OF TEQUESTA, FLORIDA [SEAL] By: ay Attest: • Village Clerk • 3 (Form for Transfer) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within Note of the Village of Tequesta and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note on the books for registration thereof, with full power of substitution in the premises. Dated NOTICE: The signature to this assign- ment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration of enlargement or any change whatever. In the presence of: • c:\zoza 1 \swoW q.wva 4