HomeMy WebLinkAboutResolution_32-98/99_04/08/1999 (2) MOYLE FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
ATTORNEYS AT LAW
�-es a
• 625 North Flagler Drive - 9 Floor /[/0'
West Palm Beach, Florida 33401 -4025
P.O. Box 3888 1 �4
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
April 23, 1999
Connie Holloman
Joanne Manganiello
Skip Randolph
Mary Helen Johnson
Re: $108,000 Fidelity Federal Loan to Tequesta
Ladies and Gentlemen:
Enclosed please find a transcript of proceedings relative to the above - referenced matter.
Very truly yours,
f k E. Raymond
MER /ams
•
G: \06522 \2 \4 -23 -99 bound trans let. wpd
1
' $108,000
VILLAGE OF TEQUESTA, FLORIDA
' PROMISSORY NOTE
DATED APRIL 9, 1999
1
1
1
1
1
TIME OF CLOSING
The closing was held April 9, 1999 (the "Closing Date ").
LIST OF CLOSING DOCUMENTS
' 1. Certified copy of Resolution No. 32 -98/99 adopted by the Village Council on April 8,
1999 authorizing the issuance of the Note.
2. General Certificate of the Issuer.
' 3. Notice of Sale sent to Division of Bond Finance.
4. Receipt for the Note.
5. State of Florida Division of Bond Finance Form BF- 20031BF- 2004 -B and Letter of
Transmittal.
6. Certificate as to Arbitrage and Other Tax Matters.
' 7. Form 8038 -G and Transmittal Letter.
8. Disclosure Statement of Bank.
9. Opinion of Bond Counsel.
10. Opinion of Village Counsel.
' 11. Copy of Note.
' Tran scripts . Six (6) complete transcripts are to be prepared for distribution as follows:
2- Village of Tequesta
1 - Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A.
' 2- Fidelity Federal Savings Bank of Florida
' 1 - John C. "Skip" Randolph, Esq.
1
1
' CERTIFICATE OF TRUE 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 32 -98/99 duly adopted
April 8, 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 9th day of April, 1999.
1
' By.
Village Clerk
1
1
1
1
' G: \06522\2\all closing docs(1).wpd
y RESOLUTION No. 32 -98/99
' A RESOLUTION OF THE VILLAGE COUNCIL OF TEQUESTA,
FLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE
' TOWN IN THE PRINCIPAL AMOUNT OF $108,000 TO FINANCE
THE ACQUISITION OF COMPUTER HARDWARE AND
SOFTWARE; PROVIDING THAT SUCH NOTE SHALL BE A
' LIMITED OBLIGATION OF THE VILLAGE PAYABLE FROM
NON -AD VALOREM REVENUES OF THE VILLAGE;
' PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES
FOR THE OWNER OF SUCH NOTE; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION
' THEREWITH; PROVIDING AN EFFECTIVE DATE; AND FOR
OTHER PURPOSES.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA,
FLORIDA, THAT:
' Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
r
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.
1 "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.
"Issuer" means the Village of Tequesta, Florida, a municipal corporation of the State of
Florida.
y
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 and which are lawfully available for the payment of debt
service on the Note.
"Note" means the Note of the Issuer authorized by Section 4 hereof.
■
"Original Purchaser" means Fidelity Federal Savings Bank of Florida.
"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 218
Datura Street, West Palm Beach, Florida 33401 or such other office as the Original Purchaser may
designate to the Issuer in writing.
"Project" means the acquisition of computer hardware and software.
"Resolution" means this Resolution, pursuant to which the Note is authorized to be issued,
including any Supplemental Resolutions.
■
"State" means the State of Florida.
"Supplemental Resolution" means any resolution amendatory or supplemental to this
Resolution adopted by the Issuer in accordance with Section 9 hereof.
Section 3. Resolution to Constitute a Contract 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. Authorization of Note Subject and pursuant to the provisions of this
Resolution, an obligation of the Issuer is hereby authorized to be issued under and secured by this
Resolution, in the principal amount of $108,000, for the purpose of providing funds to pay for
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. Description of Note The Note shall be dated the date of its execution and
delivery, which shall be April 9, 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,
2
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.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non Ad Valorem Revenues nor does it preclude the 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 covenant 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 Tax 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 IV of Subchapter B of Chapter 1
of the Code so long as such requirements are applicable.
' Section 9. 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.
Section 10. Limitation of Rights 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,
' 4
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 11. 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 Note, 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 12. Impairment of Contract. 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 13. Budget and Financial Information The Issuer shall provide the Owner of the
Note with a copy of its annual budget and of its annual audited financial statements (each within
thirty days of adoption or approval) 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 14. Defaults and Remedies
' A. Events of Default Each of the following is hereby defined as and declared to be
and shall constitute an "Event of Default:"
(i) If payment of the principal of or interest on the Note, whether at maturity
or by prepayment or otherwise, shall not be made by the Issuer when the
same shall become due and payable; or
' (ii) If the Issuer shall fail in the due and unctual performance of an of the
P P Y
other covenants, conditions, agreements and provisions contained in the
Note or in this Resolution on the part of the Issuer to be performed and
such failure shall continue for thirty (30) days after written notice
specifying such failure, and requiring the same to be remedied, shall have
been given to the Issuer by the Owner; or
(iii) If the Issuer admits in writing its inability to pay its debts generally as they
become due or files a petition in bankruptcy or if any proceeding shall be
instituted, with the consent or acquiescence of the Issuer, for the purpose
' of effecting a composition between the Issuer and its creditors or for the
' 5
purpose of adjusting the claims of such creditors, pursuant to any Federal
or state statute now or hereafter enacted.
B. Declaration of Principal and Interest as Due Upon the occurrence of an Event of
Default and at any time thereafter while such Event of Default shall continue, the Owner, by
written notice to the Issuer, may declare the principal of the Note together with all accrued and
unpaid interest thereon, if not already due, to be due and payable immediately and upon any such
declaration the same shall become and be due and payable immediately, anything in this Resolution
or in the Note to the contrary notwithstanding.
C. Enforcement of Remedies Upon the occurrence of an Event of Default and at any
time thereafter while such default shall continue, the Owner may proceed to protect and enforce
all rights under and as permitted by this Resolution and the laws of the State of Florida by such
' means or appropriate judicial proceedings as shall be suitable or deemed by it most effective,
including any actions, suit or special proceedings at law or in equity or in bankruptcy or by
proceedings in the office of any board or officer having jurisdiction, or otherwise, whether for the
' specific performance of any covenant or agreement contained in this Resolution or in aid of
execution of any power granted in this Resolution or by law or to enforce any other legal remedy
vested in the holder of the Note by this Resolution or by said laws.
' D. Remedies not Exclusives Effect of Waiver of Default; Effect of Abandonment of
Proceedings or Adverse Determination The Owner shall be entitled to all the remedies and
benefits of this Resolution and as is and shall be provided by law, and nothing herein shall be
construed to limit the rights or remedies of the Owner under any applicable statute that may now
' exist or be enacted hereafter. No remedy prescribed by this Resolution shall be exclusive of any
other remedy or remedies so prescribed or be exclusive of other remedies now or hereafter
existing at law or in equity or by statute and each and every such remedy shall be cumulative and
' shall be in addition to every other remedy given hereunder or now or hereafter existing at law or
in equity and may be exercised without exhausting and without regard to any other remedy. Every
right, power and remedy conferred upon the Owner by this Resolution or by law or in equity may
be exercised or enforced from time to time as may be deemed expedient.
Section 15. Severability 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 16. Business D In any case where the due lztc 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 17. Ap plicable Provisions of Law This Resolution shall be governed by and
construed in accordance with the laws of the State.
' 6
Section 18. Rules of Interpretation 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 19. -Cagtiom. 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 20. Officers and Employees of the Issuer Exempt from Personal Liability No
recourse under or upon any obligation, covenant or agreement of this Resolution or the Note or
for any claim based thereon or otherwise in respect thereof, shall be had against any member of
' the Village Council 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 no personal liability whatsoever shall attach to, or is or shall be incurred by,
the members of the Village Council 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 (b) 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 member of the Village Council 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 21. Authorizations The Mayor and any member of the Village Council, 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 22. Section 265 Designation 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. There are no entities that are subordinate to the Issuer or that issue tax - exempt
obligations on behalf of the Issuer. The Issuer hereby designates the Note as a "qualified
tax - exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the 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. "
7
1
Section 23. Repealer All resolutions or parts thereof in conflict herewith are hereby
repealed.
1 Section 24. Effective Date This Resolution shall take effect immediately upon its
adoption.
1 THE FOREGOING RESOLUTION was offered by Councilmember
who moved its adoption. The motion was seconded by Councilmember
1 and upon being put to a vote, the vote was as follows:
1 FOR ADOPTION AGAINST ADOPTION
i `�C
The Mayor thereupon declared the Resolution duly passed and adopted this 8th day of
April, 1999.
1 Mayor of Tequesta
DEAL]
ATTEST:
1
1 Village Clerk
1
1
1
1 GA06522 \2 \Reso1ution(1).wpd 8
April 9, 1999 $108,000.00
' 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 Fidelity Federal Savings Bank of Florida or registered assigns (hereinafter, the
"Owner "), the principal sum of $108,000.00, together with interest on the principal balance
' outstanding at the rate per annum of 4.25 % (hereinafter defined) (as the same may be adjusted)
based upon a 360 day year for the actual number of days elapsed. The interest rate on this Note
may be adjusted as hereinafter provided.
' The interest rate otherwise borne by this Note shall also be adjusted as follows:
' (a) Change in Maximum Corporate Tax Rate: If the Maximum Corporate Tax Rate
(hereinafter defined) decreases from 35 %, the interest rate otherwise borne by this Note shall be
increased to the product obtained by multiplying the interest rate otherwise borne by this Note by
a fraction, the numerator of which is 1 minus the Maximum Corporate Tax Rate as increased and
the denominator of which is .65.
' (b) Event of Taxability: If for any reason, the interest on this Note shall become includable
for federal income tax purposes in the gross income of the Owner (a "determination of taxability"),
' then the interest rate otherwise borne by this Note shall be increased by multiplying such interest
rate by a fraction, the numerator of which is 1 and the denominator of which is 1 minus the
Maximum Corporate Tax Rate, effective as of the earliest date on which interest on this Note
' becomes includable in the gross income of the Owner. In addition, upon the occurrence of a
determination of taxability the Issuer will pay any penalty, interest or addition to tax imposed upon
the Owner as a result of the Owner's failure to include interest received on the Note in gross
' income for federal income tax purposes. All such additional interest, penalties, interest and
additions to tax shall be due and payable on the next date upon which interest is payable on this
Note. This adjustment shall survive payment of this Note until such time as the federal statute of
' limitations under which the interest on this Note could be declared taxable under the Internal
Revenue Code shall have expired.
' As used herein the term "Maximum Corporate Tax Rate" shall mean the highest marginal
tax rate applicable to the taxable income of corporations without regard to any increase in tax
designed to normalize the rate for all income at the highest marginal tax rate, which on the date
hereof is .35.
' Principal of and interest on this Note shall be payable in lawful money of the United States
of America at such place as the Owner may designate to the Issuer in writing, in installments of
$2001.19 due and payable on May 9, 1999 and on the ninth day of each month thereafter to and
including the maturity date of this Note provided, however, that on April 9, 2004 the entire unpaid
principal balance hereof, together with all accrued and unpaid interest thereon, shall be
' unconditionally due and payable in full.
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, provided, that interest shall
continue to accrue until the payment is actually received by the Owner.
' All a ments b the Issuer pursuant to this Note shall apply first t accrued interest, th
p y y p pp y o en
' to other charges due the Owner, and the balance thereof shall apply to the principal sum due, and
shall be credited against the principal installments due hereunder in inverse order of their due
dates.
' 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.
' In case of a default in the payment of principal or interest hereon, unless such failure is
cured within ten (10) days after written notice thereof by the Owner to the Issuer, the Owner may
' declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any
such 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 reasonable
attorneys' 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.
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 CONSTITUTES A LIMITED INDEBTEDNESS
OF THE ISSUER AND THE FAITH AND CREDIT AND THE AD VALOREM TAXING
POWER OF THE ISSUER ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL
' OF AND INTEREST ON THIS NOTE. THE PRINCIPAL OF AND INTEREST ON THIS
NOTE ARE PAYABLE SOLELY FROM CERTAIN NON AD VALOREM REVENUES (AS
' DEFINED IN THE RESOLUTION).
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 Resolution No. 32 -98/99 duly
adopted by the Issuer on April 8, 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.
' All terms, conditions and provisions of the Resolution including without limitation remedies in the
' 2
event of default 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.
' 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 9th day of April, 1999.
VILLAGE OF TEQUESTA, FLORIDA
' [SEAL]
By:
Attest: Mayor
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 assignment 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:
' GA06522 \2 \Promissory Note(1).wpd 4
1
$108,000
VILLAGE OF TEQUESTA, FLORIDA
' PROMISSORY NOTE
' GTENFRAL CERTIFICATE OF T14 . TSqIJFR
We, the undersigned Mayor (the "Mayor ") and Village Clerk ( "Clerk ") of the Village of
' ( the Issuer),
Te uesta, Florida "Issuer"), HEREBY CERTIFY as follows:
q
' 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 $108,000 Promissory Note dated April 9, 1999
(the "Note ") by his/her 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 No. 32 -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 agency,
' court or tribunal, state or federal (i) to restrain or enjoin the issuance, sale, 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
' G: \06522\2 \all closing docs(1).wpd
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 Fidelity Federal
Savings Bank of Florida which would violate the provisions of Section 112.3143, Florida Statutes,
and each of the undersigned represents 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
' G: \06522\2 \all closing docs(1).wpd 2
principal or interest with respect to any obligations issued or guaranteed by the Issuer or a
predecessor of the Issuer.
1 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.
' 15. There has been no material adverse change in the financial position of the Issuer,
as presented in its financial audit for its fiscal year ended September 30, 1998, since the date of
' such audit. All of the financial information provided by the Issuer to Fidelity Federal Savings
Dank of Florida, is accurate and correct as of the date hereof.
' 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 9th day of April, 1999.
' Sign ature Official Title
'�J' Mayor
Village Clerk
v
' (Official Seal)
1
1
1
' G: \06522\2\all closing docs(1).wpd 3
MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN P.A.
ATTORNEYS AT LAW
625 North Flagler Drive - 9 Floor
West Palm Beach, Florida 334014025
' 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
' April 6, 1999
' VIA FACSIMILE AND
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
$108,000 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 April 9, 1999.
Sincerely,
MOYLE, FLANIGAN, KATZ,
KOLINS, RAYMOND & SHEEHAN, P.A.
L _
Mark E. Raymond /
MER/wp
' GA0652MWl closing docs(1).wpd
- `i ;' i nn "u" UL:561 659 IM P.002
. • -- r - • • � YY . unto i vni��
$108.000
VILLAGE OF TEQUESTA, FLORIDA
' PROMISSORY NOTE
RZ
' Fidelity ederal Savin M
ty gs Bank of Florida (the T DOES HEREBY
ACKNOWLEDGE receipt from Village of Tequesta•. Florida of the Village's Promissory Note,
' dated April 9. 1999, in the aggregate principal amount of $108,000.
DATED the 9[h day of April, 1999.
' FIDELITY FED SAVINGS FEDERAL HANK OF
FLORID
1�
Its uthorized pt ve
1
1
1
' MOYLE FLANIGAN KATZ K N E
OLI S, RAYMOND &SHE HAN, 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
April 6, 1999
CERTIFIED MAII.
' Division of Bond Finance RETURN RECEIPT REQUESTED
State Board of Administration
P.O. Drawer 13300
Tallahassee, Florida 32317 -3300
RE: Village of Tequesta, Florida
$108,000 Promissory Note
Ladies and Gentlemen:
' En -
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
1
' G: \06522 \2 \all closing docs(1).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: Village of Te a_a, Florida
' 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 250 T_ecneGta Drive
TF-cgut—;t Florida 33469
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Palm Beach
' 4. TYPE OF ISSUER: _ COUNTY _X CITY _ AUTHORITY
INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT
SPECIFY OTHER
' PART II. BOND ISSUE INFORMATION
I. NAME OF BOND ISSUE: Promi Note
' 2. AMOUNT ISSUED: $ _108,000 3. AMOUNT AUTHORIZED: $ 108,000
4. DATED DATE: 04109199 5. SALE DATE: 04109 /99 6. DELIVERY DATE: 04�09199
' 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Ch. 166
SPECIAL ACTS
OTHER
' 8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL
OBLIGATION
X 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 Non Ad Valorem RPyPm7P4
(2) SECONDARY
G: \06522 \2 \all closing docs(1).wpd
(3) OTHER(S)
11. A. PURPOSE(S) OF THE ISSUE:
' (1) PRIMARY Acquire computer hardware and so war
(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.
' (2) REFUNDED DEBT HAS BEEN: _RETIRED OR _DEFEASED
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? _YES -- JO
B. IF YES, APPROXIMATELY WHAT PERCENT OF PROCEEDS IS NEW MONEY? %
' 12. TYPE OF SALE: COMPETITIVE BID _NEGOTIATED X__JEGOTIATED 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) 4.25
' CANADIAN INTEREST COST RATE (CIC) ARBITRAGE YIELD (ARBI)
SPECIFY OTHER:
' • 14. INSURANCE/ ENHANCEMENTS: __AGIC ___AMBAC _CGIC _CLIC _FGIC _FSA
_HUD _MBIA _NGM LOC(LETTER OF CREDIT) SPECIFY OTHER
SN OT 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: May he prepaid at any time
in whnl e or in part
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE
PURCHASER.
' Fid_elit_Y Fedgral ayin Bank of Florida
218 Datura StraPt
West Palm Beach, Florida 33401
' 2
G: \06522 \2 \all closing docs(1).wpd
'• 19. PROVIDE THE NAMES) AND ADDRESSES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT
WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
' NO BOND COUNSEL —XL NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS
BOND COUNSEL (S)
' Moyle Flanigan, Katz, Kolins, Raymond & Sheehan, P.A.
625 North Flagl r Drive, 9th Floor
West Palm Beach, FT. 33401
' FINANCIAL ADVISOR(S) /CONSULTANT(S):
1
OTHER PROFESSIONALS:
'
john C. "Skin" Randolph,_EGg
Village Attorney
505 South Flagler Drive; 11th Floor
' West Palm Beach,__FI, 33401
20. PAYING AGENT EN O PAYING AGENT
21. REGISTRAR EN O REGISTRAR
' 22. COMMENTS: None
' • PART III. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title d ark E. Raymond, Bond rminsel Phone 561- 822 -0380
Company Moyle, Flanigan, Katz, Kolins, Raymond & Sheehan, P.A.
' INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above):
Name and Title Phone
Company
' Date Report Submitted 4/09199
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 NOT ,ILARTV M T.OV D O
' F.N GAGED 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: \06522 \2 \all closing docs(l).wpd 3
1
'• (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:
-X- NO FEES PAID BY ISSUER
' (1) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
' (2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
' (3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(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 COORDINAT THE ISSUANCE OF THE BONDS:
• NAME (Typed /Printed: ) : 14 S 6 P ' A bf SIGNATUR J�
' TITLE: Village Manager DATE: 4109/99
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.
' --X_ 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/
a
' G: \06522 \2 \all closing docs(1).wN 4
APR. 6.1999 11:47AM FIDELITY FEDERAL LEGAL DEPT NO.657 P.2
' AMORTIZATION
. C M -. � -\ • •\I' � ' �.11 � •\ N, �, if' �•f 414.. .T.T /. I:t.��tl-�:P
Referencee in the shaded area are for Lender's use only and do not Ilmlt the appllcablllty o1 thls document To any particular loan or item,
' Borrower: Lender: FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
218 DATURA STREET
WEST PALM BEACH, FL 33401
Disbursement Date: April 9, 1999 Repayment Schedule: Installment
Interest Rate: 4.250 Calculation Method: 301360 Actuarial
Payment payment Payment Interest Principal Remaining
Number Date Amount Paid Paid Balance
1 05 -09 -1999 2,001.19 362.50 1,618.69 106,381.31
2 06 -09 -1999 2,001,19 376.77 1,624.42 104,756.89
3 07.09.1999 2,001.19 371.01 1,630.18 103,126.71
4 08 - 09 - 1999 2,001.19 365.24 1,635.95 101,490.76
6 09 - 09 - 1999 2,001.19 369.46 1,641.74 99,849.02
6 10 -09 -1999 2,001,19 363.63 1,647.56 98,201.46
7 11.09.1998 21001.19 347,80 1,653.39 96,548.07
8 12 -09.1999 21001.19 341.94 1 94,888.82
' 1999 TOTALS: 16,009.52 2,898.34 13,111.18
9 01- 09.2000 2,001.19 336.05 1,666.13 93,223.69
10 02 -09 -2000 2,001.18 330.17 1,671.02 91,552.67
t 11 03 -09 -2000 2,001.19 324.25 1,676.94 68,876.73
12 04-09.2000 21001.19 318.31 1,682.88 88,192.85
13 06 -09 -2000 2,001.19 312.35 1,688.64 86,504.01
14 06 -09 -2000 2 306.37 1,694.82 84,809.19
15 07 -09 -2000 2,001.19 300,37 1,700.82 83,108.37
16 08.09.2000 2,001.18 294.34 1,706.85 81,401.52
17 09 -09 -2000 2,001.19 288.30 1,712.89 79,688,63
18 10.09.2000 2,001,19 262.23 1,718.96 77,869.67
19 11- 09.2000 2 276.14 1,726.06 76,244.62
' 20 12- 09.2000 2,001.19 270,03 1,731.16 74,513.46
2000 TOTALS: 24,014.28 3,638,92 20,375.36
21 01 -09 -2001 2,001.19 263.90 1 ,737.29 72,776.17
22 02.09 -2001 2 257.75 1,743.44 71,032.73
23 03.09.2001 2,001.19 251.67 1,749.62 68,283.11
24 04-09 -2001 2,001.19 246.38 1,765.81 67,5 27.30
25 06.09.2001 2 239.16 1,762.03 65,765.27
t 26 06. 09.2001 2,001.19 232.92 1,768.27 63,997.00
27 07 -09 -2001 2,001.19 226.66 1,774.53 62,222.47
28 08 09.2001 2,001.19 220.37 1,780.82 60,441.66
29 09.09 -2001 2,001.19 214.06 1,787,13 58,664.62
30 10 -09 -2001 2,001.19 207.73 1,793.46 56,861.06
' 31 11- 09.2001 2,001.19 201.38 1,799.81 55,061.25
32 12.09 -2001 2,001.19 195.01 1,806.18 53,255,07
2001 TOTALS: 24,014,28 2,755.89 21,258,39
' 33 01 -09 -2002 2,001.19 188.61 1,812.58 51,442.49
34 02 -09 -2002 2,001.19 182,19 11619.00 48,623.49
35 03 -08 -2002 2,001,19 175.75 1,825.44 47,798.05
36 04-09 -2002 2,001,19 169.28 11831.91 46,966,14
' 37 05 -09 -2002 2,001.19 162.80 1,838.39 44,127,75
38 06 -09 -2002 2,001.19 156.29 1,844.90 42,282,85
39 07- 09.2002 2,001.19 149.75 1,861.44 40,431.41
40 08- 09.2002 2,001.19 143.19 1,868.00 38,573.41
41 09 -09 -2002 2 136.61 1,664.58 36,708,63
42 10.09 -2002 2,001.19 130,01 1,671.18 34,837.65
43 11 -09 -2002 2,001,19 123.38 1,877.81 32,969.84
44 12- 09.2002 2,001.19 116.73 1,684.46 31,076.38
' 2002 TOTALS; 24,014.28 1,634.59 22.179.69
45 01- 09.2003 2,001,19 110,08 11891.13 29,164.25
46 02.09 -2003 2,001.19 103,38 1,897.83 27,266,42
47 03- 09.2003 2,001.19 96.64 1,904.55 25,381.87
' 48 04- 09.2003 2,001.19 89.88 1 23,470.67
49 05 -09 -2003 2,001.19 83.12 1,918.07 21,552.50
50 06 -09 -2003 2,001.19 76.33 1,924.86 19,627.64
51 07 -09 -2003 2,001.19 89,51 1,931.68 17,695.96
APR. 6.1999 11 :47RM FIDELITY FEDERAL LEGAL DEPT 11U. 0D r.a
' AMORTIZATION Page 2
(Contl
10 06- 09.2003 2,001.19 62.67 1,936.52 15,757,44
52 3 09.09 -2003 2,001,19 55.61 1,945.38 13,812.06
54 10 -09 -2003 2,001.19 48.92 1,952.27 11,859.79
' 55 11-09 -2003 2,001.19 42.00 1,969.19 9,900,60
66 12 -09.2003 21001,19 35.06 1,966.13 7,934.47
2003 TOTALS; 24,014,28 873.37 23,140.91
57 01. 09.2004 2,001.19 28.10 1,973,09 5
' Be 02.09.2004 .2,001.19 21.11 1,980.08 3,981.30
59 03 -09 -2004. 2,001,19 14.10 1,987.09 1,994.21
60 04- 09.2004 2,001.19 6.98 1,994.21 0.00
2004 TOTALS: 8,004.76 70.29 7,934.47
TOTALS: 120,071,40 12,071.40 108,000.00
'OTICE; This is an estimated loan amortization schedule, Actual amounts may vary if payments are made on different dates or in different
amounts.
i� ,wr CN M.•I.a �w. M ry�u Ilw.rr.
I I
i
1
1
CERTIFICATE AS TO ARBITRAGE
AND OTHER TAX MATTE
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 herein- described Note, makes
' the following certification as to the Issuer's expectations in connection with the issuance of the
Issuer's Promissory Note, dated April 9, 1999, in the principal amount of $108,000 (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 April 9, 1999.
The Issuer reasonably expects that at least 85 T of the proceeds of the Note will be allocated
' to expenditures on capital projects consisting of computer hardware and software acquisition by
the end of the three year period beginning on the date hereof. The Issuer has or will within six
months of the date hereof incur a substantial binding obligation to a third party to expend at least
' five percent of the principal amount of the Note on such capital projects. Completion of such
capital projects and the allocation of proceeds of the Note to expenditures thereon will proceed
with due diligence. Proceeds of the Note will be invested without regard to any yield limitation.
' The Note is a able from non ad valorem revenues of the Issuer. Except for such revenues
PY P ,
' 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.
' The Issuer has general taxing powers and as of the date hereof the Issuer reasonably expects
that the aggregate face amount of all tax- exempt bonds issued by it during calendar year 1999 will
' not exceed $5,000,000. There are no entities that issue bonds on behalf of the Issuer, the Issuer
is not subordinate to any entity and there are no entities that are subordinate 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 9th day of April, 1999.
' VILLAGE OF TEQUESTA, FLORIDA
By: C�QJ
' Connie Holloman, Finance Director
' G: \06522 \2 \all closing docs(1).wpd
MOYLE FLANIGAN KATZ KOLIN
, � S, RAYMOND &SHEEHAN, P.A.
ATTORNEYS AT LAW
625 North Flagler Drive - 9 h 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
April 9, 1999
CERTIFIED MAI .
' RETURN RECEIPT REQ UESTED
' Internal Revenue Service Center
Philadelphia, Pennsylvania 19255
' RE: $108,000 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. Raymond
Enclosure
' G: \06522 \2 \all closing docs(l).wpd
1
t•
8038 -G Information Return for Tax - Exempt Governmental Obligations
' ► under Internal Revenue Cods section 144(s) O+.B No. I SAS - 0720
(Rev. May 1495) ► see separate Instructions.
Dsp - 0% °r e " T1e �"ry (Note: Use Form 8038 -GC N t/Ie issue pnce x under t100,000.)
rwrrrns� F....,u. Sever
'
Rep orting Authority K Ame nded Return, check here ► ❑
1 h akw ' s resits 2 esausra srrtplorer ldontMcation numbs
Village of Tequesta, Florida 59 i 6044081
2 Number and street (or P.O. box if mail is not cWtvared to streof addrese) Rooffvauite 4 Report number
' 250 Tequesta Drive C19 99 -
b City, town, or post office. stale, and ZIP cocis 6 Date of Issue
T esta FL 33469 April 9 1999
7 Name of issue 8 CUSIP nurww
'
Promissory Note I None
Type of Issue check a livable box es and enter the issue rice
9 ❑ Education (attar scbedule -see instructions) . . . . . . . . . . . . . . . . . 9 5
' 10 ❑ Health and hospital (attach schedule as* instructions) . . . • . • • • • ' . . . 10
11 ❑ Transportation 11
12 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 ❑ Environment (hciuding sewage bonds) . . . . . . . . . . . . . . . . . . . 13
14 ❑Housing 14
15 ❑ Utilities 15
16 [3 Other. Describe (see Instructions) 11110- C'c rn =titer r- zni t ai , =ran i t "� ' 16 ,
17 K obligations w tax or other revenue anticipation bonds, check box ► ❑ j//
' 18 K 1 obligations are in the form of a lease or Installment sale, check box ❑
Desch tion of Obli atsons
w lbt let lea at M
• Wtun Gate irteraat rau Issue Vice Suud no�nption BO O mat Y� N et vrteraat at
10 Final maturity.
4/9/2 04 4.259'. 1,994 1,994 nur .verso. mat co/
20 Entire issue ears % d %
Uses of Proceeds of Bond Issue (including underwriters' discount
21 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . 21
22 Issue price of entire Issue (enter amount from line 20, cotumn (c)) . . . . .
� 22 108,000
23 Proceeds used for bond issuarnce costs (Including underwriters' discount) 23
24 Proceeds used for credit enhancement . . . . . . . . 24
' 25 Proceeds allocated to reasonably required reserve or replacement hued 25
26 Proceeds used to rirrentty rotund prior issues 26
27 Proceeds used to advance refund prior issues . . . . . . . . 27
' 28 Total (add lines 23 through 27) , . . . . . . . . . . . . . . . . 28
29 Nonrefundino proceeds of the issue (subtract line 26 from line 22 and enter amount here) . 29
Descri lion of Refunded Bonds (Complete this part only for refunding bonds.
30 Enter the remaining weighte4 average mrturtty of the bands to be currently refunded . . . ► years
' 31 Enter the remaining weighted average rrmturity of the bonds to be advance refunded . . . 1 y ears
22 Enter the last date on which the refunded bands will be called . . . ►
33 Enter the dates the refunded bonds were issued ►
Miscellaneous
' 34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 34
35 Enter the amount of the bonds dssignsted by the issuer under section 265(b)(3)(8)0011) (small tutor exception) 35
Ma Enter t to arnount of gross proceeds inverted or to be Irvectod in s guaranteed investment txxttract (sae instructions) 36a
b Enter the final maturity date of the guaranteed investment contract , ► �� ����� �������
' - 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b tf this Issue is a ban made from the proceeds of another tax-exempt issue, chock box ► ❑ and enter the name of the
issuer ► and the date of the issue ►
S8 K the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . ► _ ❑
39 K the issuer has identified a hedge, check box . . . . . . . ►
Unow penatuas of perjury, i oectue that I have ar<amrrrd tits return and accompanying a-.rrCutes and suwrrnu, and to ter beta of my knov.1e09e
and beef, they are true. correct, and compute.
Please
' Si � `j �-t _ 4�g�99 Village Manager
l �L1G
Sign 9
H ere Signature of issuer's authoruad nrxa mate's Date Type or pnnf name and cope
' For Paperwork Reduction Act Notice, fees page 1 of or Instructions. cat. No. 617735 form 8038 -G (wY. s - 25)
0 10400.4 en F= Paper
$108,000
VILLAGE OF TEQUESTA, FLORIDA
PROMISSORY NOTE
t DISCLOSURE STATEMENT OF
FIDELITY FEDERAL SAVIN BANK OF FLORIDA
' AP ril 9 1999
1
Village of Tequesta, Florida
' Moyle, Flanigan, Katz
Kolins, Raymond & Sheehan, P.A.
' West Palm Beach, FL
Ladies and Gentlemen:
' In connection with the purchase of the $108,000 aggregate principal amount Village of
Tequesta, Florida (the "Issuer "), Promissory Note, dated April 9, 1999 (the "Note ") authorized
to be issued by a resolution of the Issuer adopted April 8, 1999 (the "Resolution "), the
undersigned purchaser of the Note (the "Original Purchaser "), hereby acknowledges and
' represents that: (i) the Original Purchaser is familiar with the Issuer; (ii) the Original Purchaser
has been furnished certain business and financial information about the Issuer; (iii) the Issuer has
made available to the Original Purchaser the opportunity to obtain additional information to verify
' the accuracy of the information supplied and to evaluate the merits and risks of an investment in
the Note; and (iv) the Original Purchaser has had the opportunity to ask questions of and receive
answers from representatives of the Issuer concerning the terms and conditions of the offering and
' the information supplied to the Original Purchaser.
The undersigned acknowledges and represents that it has been advised that the Note has
' not been registered under the Securities Act of 1933, as amended, in reliance upon the exemption
contained in Section 3(a)(2) thereof, and that the Issuer is not presently registered under Section
12 of the Securities and Exchange Act of 1934, as amended. The Original Purchaser, therefore,
' realizes that if and when the Original Purchaser wishes to resell the Note there may not be
available current business and financial information about the Issuer. Further, no trading market
' now exists for the Note. Accordingly, the Original Purchaser understands that it may need to bear
the risks of this investment for an indefinite time, since any sale prior to the maturity of the Note
may not be possible or may be at a price below that which the Original Purchaser is paying for
the Note.
It is understood that the Original Purchaser has had the opportunity to verify the accuracy,
' completeness and truth of any statements made concerning any of the material facts relating to this
transaction, including information regarding the business and financial condition of the Issuer.
' G: \06522 \2 \all closing docs(I).wpd
AFR, -C-PR._ 7; 1999 0: 3; 05PM MCIDELITY��FED�ER�Ai LEGAL DEPT nu. rea r. c� �
TEL:561 659 1l�y F. 004
1
The Original Purchaser has conducted its own inv estigation to the e xtent it deemed necessary. Ile.
' Original Purchaser has been offered an opportunity to have made available to it any an4 all such
information it might request from the Issuer. On this basis, it is agreed by acknowled1pnent of this
letter that the 0rigis,al Purchaser hereto is not relying on any party or person other than the Issuer
■ to undertake the furnishing or verification of information relating to this transaction,
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
a=gements 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 legal fees of
' $1,000.00,
(b) There were nq "fin ders," as defined in Section 218.386, Florida Stamtes, as
' amended, in connection with the issuance of the Note.
(c) No discount or fee is expected to be realized by the Original Purchaser.
(d) No manaeomeut fee will be charged by the Original Purchaser.
(e) No fcc, 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.
' M The name and address of the Original Purchaser is:
Fidelity Federal Savings Bank of Florida
218 Datura Street
West Palm Beach, FL 33401
(g) The Village is ro osin to issue $108,000 of debt for the purp ose of in
P P g pure fia�nc 8
various computer hardware and software capital expegditures. This debt is
' expected to be repaid over a period of approximately 5 years. Total interest paid
over the life of the debt will be approximately $12,071.40. The sources of
' repayment or security for the Note, are non ad valorem revenues of the Issuer.
Authorizing this debt could result in approximately $120,071.40 of revenues and
public service taxes of the Issuer riot being available for other uses by the Issuer.
Very truly yours,
FIDE ERAL SAVIN ANK OF FLORIDA
By: -- �/t'[
' Autb ized Offic
' Go�C6l3i1IWl clo�irte daglGWpl 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
t
MARK E.RAYMOND (850) 681 -3828
Direct Line: (561) 822 -0380 Palm Beach Gardens, FL
E -mail: mraymond @moylelaw.com (561) 625 -6480
' April 9, 1999
' Village of Tequesta, Florida
Fidelity Federal Savings Bank of Florida
West Palm Beach, Florida
' RE: $108,000 Village of Tequesta, Florida Promissory Note
dated April 9, 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 $108,000 aggregate principal amount Promissory Note dated
April 9, 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 April 8, 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.
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.
' Village of Tequesta, Florida
Fidelity Federal Savings Bank of Florida
April 9, 1999
Page 2
' The opinions set forth below are expressly limited to and we opine only with respect to
P Y � P Y P
the laws of the State of Florida and the federal income tax laws of the United States of America.
1
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
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
1 Village of Tequesta, Florida
Fidelity Federal Savings Bank of Florida
April 9, ,1999
Page 3
1 enforcement may also be subject to equitable principles that may affect remedies or other equitable
Y J q P P Y q
1 relief.
Very truly yours,
1
1
1
1
1
1
1
1
1
1
i
' APR 08 '99 10 :29AM JONES FOSTER JOHNSTON S STUBBS P.2i3
PONES
FOSTER Flagler Center Tower, Suite 1100 Mailing Address
rOH V STON 505 South Flagier Drive Post Office Box 3475
& D �BS P A West Palm Beach, Florida 33401 Wes( Palm Beach, Florida 33402 -3475
A ttorneys and Co u Cps ns�aors tt Telephone (561) 659 -3000 Facsimile (561) 832 -1454
' A
John C. Randolph, E ;;q.
Direct Dial: (561) 650.0458
E -mail: jandolph @johes- foster.com
April 9, 1999
Village Council
Village of Tequesta
1 Post Office Box 3273
Tequesta, Floiida 33469 -3273
' Fidelity Federal Savings Bank of Florida
218 Datura St
West Palm Beach, Florida 33401
Moyle, Flanigan, Katz, Kolins,
Raymond & Sheehan, P.A.
625 North Fla gler Drive
Ninth Floor
' West Palm Beach, Florida 33401
RE: $108,000.00 Village of Tequesta, Florida
Promi ;sory Note dated April 9, 1999
Ladies and Go- ntlemen:
' I have acted a; Village Attorney for the Village of T Florida "Village") the Villa in connection
o Y g Tequesta, t g)
' with the $108 000.00 Note from the Village of Tequesta, Florida, dated April 9, 1999, and payable
to the order o .7idelity Federal Savings Bank of Florida, or registered assigns. In such capacity, l
have examined the following:
' A. Resobition No.32 -98/99 adopted by the Village Council on April 9, 1999, authorizing the
issuar -ce of a Note in the principal amount of $108,000.00 to finance various computer
hardware and software capital expenditures of the Village;
B. The Charter of the Village of Tequesta, as amended (the "Charter"), and Chapter 166, Florida
Statut.s, as amended; and
APR 08 '99 10 :30AM JONES FOSTER JOHNSTON & STUBBS P.3i3
Village of Tequesta
Fidelity Fedend Savings Bank of Florida
' Moyle, Flanig�m, Katz, Kolins
April 9, 1999
Page 2
' C. Such o documents, certificates, records, and proceedings as I have considered necessary
to enat le 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 it:; terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
' reorgai dzation, moratorium or other laws related to or affecting creditor's rights generally or
by gensral principles of equity.
' 2. ` The a( top tion of the Resolution and compliance with the provisions thereof, under the
P P P
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 he Village is a parry 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
threate ned 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 - he validity of the Note or the security therefore.
Sincerely,
JONES, S "ER, JOHNSTON & STUBBS, P.A.
s
' ohn C. Rand-Ap
Village AttonLey •
J"CR\ssm
N:UCR\13153- 01`FIDELITY.OP
a
1
April 9, 1999 $108,000.00
' 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 Fidelity Federal Savings Bank of Florida or registered assigns (hereinafter, the
"Owner "), the principal sum of $108,000.00, together with interest on the principal balance
' outstanding at the rate per annum of 4.25 % (hereinafter defined) (as the same may be adjusted)
based upon a 360 day year for the actual number of days elapsed. The interest rate on this Note
may be adjusted as hereinafter provided.
' The interest rate otherwise borne by this Note shall also be adjusted as follows:
' (a) Change in Maximum Corporate Tax Rate: If the Maximum Corporate Tax Rate
(hereinafter defined) decreases from 35 %, the interest rate otherwise borne by this Note shall be
increased to the product obtained by multiplying the interest rate otherwise borne by this Note by
a fraction, the numerator of which is 1 minus the Maximum Corporate Tax Rate as increased and
the denominator of which is .65.
' (b) Event of Taxability: If for any reason, the interest on this Note shall become includable
for federal income tax purposes in the gross income of the Owner (a "determination of taxability"),
' then the interest rate otherwise borne by this Note shall be increased by multiplying such interest
rate by a fraction, the numerator of which is 1 and the denominator of which is 1 minus the
Maximum Corporate Tax Rate, effective as of the earliest date on which interest on this Note
' becomes includable in the gross income of the Owner. In addition, upon the occurrence of a
determination of taxability the Issuer will pay any penalty, interest or addition to tax imposed upon
' the Owner as a result of the Owner's failure to include interest received on the Note in gross
income for federal income tax purposes. All such additional interest, penalties, interest and
additions to tax shall be due and payable on the next date upon which interest is payable on this
Note. This adjustment shall survive payment of this Note until such time as the federal statute of
limitations under which the interest on this Note could be declared taxable under the Internal
Revenue Code shall have expired.
As used herein the term "Maximum Corporate Tax Rate" shall mean the highest marginal
tax rate applicable to the taxable income of corporations without regard to any increase in tax
designed to normalize the rate for all income at the highest marginal tax rate, which on the date
hereof is .35.
' Principal of and interest on this Note shall be payable in lawful money of the United States
of America at such place as the Owner may designate to the Issuer in writing, in installments of
' $2001.19 due and payable on May 9, 1999 and on the ninth day of each month thereafter to and
1 including the maturity date of this Note provided, however, that on April 9, 2004 the entire unpaid
• principal balance hereof, together with all accrued and unpaid interest thereon, shall be
' unconditionally due and payable in full.
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, provided, that interest shall
' continue to accrue until the payment is actually received by the Owner.
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, and
shall be credited against the principal installments due hereunder in inverse order of their due
dates.
' 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.
' In case of a default in the payment of rinci al or interest hereon, unless such failure is
P P
cured within ten (10) days after written notice thereof by the Owner to the Issuer, the Owner may
declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any
such 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 reasonable
attorneys' 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.
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 CONSTITUTES A LIMITED INDEBTEDNESS
OF THE ISSUER AND THE FAITH AND CREDIT AND THE AD VALOREM TAXING
' POWER OF THE ISSUER ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL
OF AND INTEREST ON THIS NOTE. THE PRINCIPAL OF AND INTEREST ON THIS
NOTE ARE PAYABLE SOLELY FROM CERTAIN NON AD VALOREM REVENUES (AS
' DEFINED IN THE RESOLUTION).
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 Resolution No. 32 -98/99 duly
adopted by the Issuer on April 8, 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.
' All terms, conditions and provisions of the Resolution including without limitation remedies in the
' 2
event of default 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.
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 9th day of April, 1999.
VILLAGE OF TEQUESTA, FLORIDA
[SEAL]
By.
Attest: Mayor
Village Clerk
3
MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
ATTORNEYS AT LAW
• 625 North Flagler Drive - 9"' Floor /Vo'
West Palm Beach, Florida 33401 -4025 r
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 19, 1999
Joann Manganiello
Clark Bennett
Skip Randolph
Re: Village of Tequesta
Promissory Note
• Joann and Gentlemen:
Enclosed for each of you is one spiral bound transcript of proceedings relative to the
issuance of the Note. Joanne, I have also included a complete set of loose documents for your use.
Very truly yours,
Mark E. Raymond
MER /ams
•
G: \20241 \5 \1 -19 -99 trans dist let.wpd
1•
' TRANSCRIPT OF PROCEEDINGS
1
' $5,000,000
VILLAGE OF TEQUESTA, FLORIDA
' PROMISSORY NOTE
DATED JANUARY 15, 1999
MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
• BOND COUNSEL
t
l TIME OF CLOSING
' The closing was held January 15, 1999 (the "Closing Date ").
LIST T OF CLOSING DOCUMENT
' 1. Certified co of Resolution 11- 98/99 adopted b the Village Council on January 14,
PY P Y g Y
' 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.
' Transcripts. 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.