HomeMy WebLinkAboutResolution_11-98/99_01/14/1999 (2) MOYLE FLANIGAN KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
ATTORNEYS AT LAW
• 625 North Flagler Drive - 9 th 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 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
t
' $5,000,000
VILLAGE OF TEQUESTA, FLORIDA
' PROMISSORY NOTE
DATED JANUARY 15, 1999
MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
BOND COUNSEL
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'• TIME OF CLOSING
' The closing was held January 15, 1999 (the "Closing Date ").
LIST 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 t
• o 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.
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' • 1.
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F 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 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: � �
tllage Clerk
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l ie 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:
1
Section 1. Authority for this Resolut 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.
1
"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."
4 "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the
Vice -Mayor of the Issuer.
1
l "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_C-omstitute a G9ntracl. 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 -ofsiote. 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 frog, 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_NQte. 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
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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. Registration_andFxchan of Note; Pe mns Treat 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. Paym of Prin cipa l and Inte rest; Limited- Qbligation. 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. o li ance -with_TaxBeg 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.-Agreement;-Draws. 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.
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Section 11. 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, 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, D estroyed_ St ole n or .ost. 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. Impairm of Con tract_ 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_Einanciallnformatiom 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.-Df.Noteholdex- 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.- yerability_. 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 -Day -s. In �.ay 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. AppEcable-Provisions_of Law. This Resolution shall be governed by and construed
in accordance with the laws of the State.
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'• Section 19. Rulei-oflaterp nation. 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 2U. -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. L imited Liabili f Issu er. 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. 9fficcis -and-Employfe-s-Df_thelssuei-Exem from Perso naLLiability. 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. Authorizations. 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. Stction2f5-Designation -NDte. 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 -15 -99 10 =45 FROM= VILLAGE OF TEGIUESTA ID= 5615756203 PAGE d
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 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
the Issuer will not issue any such indebtedness if it would adversely affect the ability of the Issuer to meet
t 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 iltunediately upon its adoption.
THE [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
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The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of
' January, 1999.
Mayor of Tequesta
' - LKSAL}
L
' ATTEST:
.r� J
"V illage Clerk
' GLUM NARea„ (2)..TA 7
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' EXHIBIT A
t� 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.
1 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 Str=1 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.
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1� 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
1 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.
1 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
1 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
1 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
1 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
1 of dishonor.
To the extent permitted by law, the Issuer, and by its acceptance of this Note, the holder hereof,
1 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
1 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
1 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,
1 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
1 (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
1 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.
N
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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:
1
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 \No(e(1). upd 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 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
I 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.
I "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.
to take and to do in order to fulfill all covenants or 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 Agre=nts. 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 Einancia]_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 AffirmatLv -e— oynants, 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 fT in 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. Use-.of_Pmceeds. The Issuer covenants that the proceeds from the Note will )e used only
for Costs of the Project or to pay interest due under the Note.
' 3
C. Matic-e-of_D -efaults, 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. Fin n i Rep r 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. Maintenan of Exist ence. 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. Recnrd& 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 NegatiY-e-Coy-enants_ 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-CoYeaants,
(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 Re tations and-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 No Default, On the date lereof 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 Deliver of_Loan -D cements_ All Loan Documents in form and substance
acceptable to the Bank shall have been executed and delivered to the Bank.
Section 4.04 SupRorting-Rocuments- 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 die 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
4 (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 Slate., 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 T1ie_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. Re_ quisitions-foLAdYances :- andS2ther-C4nditions_
(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 F _ivance 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
1
(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 Genera 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
t 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
4 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 Effe 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) A-cceleat Othe LRemedieL 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 Waive CumulatiYeRemedies. 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 Amendments ,changes -or_Madifications -to-the 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 %)
1 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 Cb n mate 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 S.tyem 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 Ter_ m of Ae r =menu 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 N—atices- 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
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 C osts 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'o un rp= s_ 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 S- verabil� 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 Ae r_=eaL 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 Notice. 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
y or to such other address as either party may have specified in writing to th e 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 Bindin Effect ssignmen 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 B eneficiaries_ 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 Attorn Fee s.. 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 Entir - Agre -emeat_ 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 Rurther_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 to all respects, for the purpose of carrying out the transactions
' contemplated by this Agreement.
Section 7.15 IncorRQration _ 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 Waiver _of Iury 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
1
1
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
1
(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
1
1
1
1
G:%2024 1%5\L an Agr(2).wpd 11
1
M $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.
' S. 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 agent;
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 an other
Y P P Y
t 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 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
' 2
N 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.
' Signature OfficialTitle
Mayor
Village Clerk
' (Official Seal)
•
1
1
1
' 3
N 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 Definit 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.
N "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 erpretation, 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 Title s-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 P owers of Is suer. 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 A_u_thorization_Qf loan- 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
N 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 Litigati 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 Financial Infoxmation. 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 Affirmativt-Coyenants_ 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. P_aysnemL 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. Use of Pro ce-eds_ The Issuer covenants that the proceeds from the Note will be used only
N for Costs of the Project or to pay interest due under the Note.
' 3
c. No ice of A l l it 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. Fnnancal R ors 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 .xis on ce. 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. Rccoids_ 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 NrgatiYT_C9venants. 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 oven ants-
(a) In order to maintain the exclusion from gross income for purposes of federal income
t 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
1
(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.
t ARTICLE IV
CONDITIONS OF LENDING
The obligations of the Bank to lend hereunder are subject to the following conditions precedent:
Section 4.01 Representations-and-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-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 D -eliveLy—of-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 Supp-uting4QCUments. 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
t 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 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
t 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 Advan ces;_a ditions_
(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 Pay-ee
' (i) $50,071.47 Apply to pay off Village of Tequesta Promissory
Not.- 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
t 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 _G tmeral. 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
1
N 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 Effec of Event of Default.
(a) _G eneral. 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) Acceleration; Other Rem edies 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 NoWa Cu mulatiYe-Bemedie& 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 Ameadments, -aan es -- r slifica to th e A re�menL. This Agreement shall
g g g
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 %)
1 8
1
,• 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 Count erpart 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 Severability. 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 greements 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
N
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 Ap plicable 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 Binding-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 Pasty B eneficiaries. 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 Attorney 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 -Agreement- 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 lnc9 ati4 -Reference obligations of the Note All of the terms and obli
spQS n - -by g
' 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 Tr ial. 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.
1
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1
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) B y , r
' e: or
' By:
Title: lerk
' Date of Execution:
January 15, 1999
' NATIONSBANK, N.A.
' By:
Title: Relationship Manager
Date of Execution:
January 15, 1999
1
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' G: \20241 \5 \Loan Agr(2).wpd 11
1
MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
N 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 MAIL
RETURN RFCFTPT REQUESTED
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
GA10241111all closing docs(2).wpd
1
' $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.
• By: Uo--tu0 r
' Its Authorized Representative
t
' G: \20241 \5 \all closing docs(2).wpd
t 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. RAYn1OND (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 REQ UESTED
' 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
1
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G: \20241 \5 \all closing docs(2).wpd
N 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 Tequ G Florida
' 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 3 Te nr_ v _
• T�gltf'.G t d. —�] o n ds� 3 3 4 6 9
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Palm Reach
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: Promis r Note
' 2. AMOUNT ISSUED: $x, 000.000 3. AMOUNT AUTHORIZED:_$�,���,��4
4. DATED DATE: 1/15/ 5. SALE DATE: 1/15/9.9 6. DELIVERY DATE:_1f_.5_a9
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 Lawfull ava non--ad--valo
(2) SECONDARY
GA2011IMall closing 1.,(2).wp1
N (3) OTHER(S)
' 11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY Various Carita 1 Tmnrovements
(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, 10110/97; $1,000,000; $5,001
' (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 _a nk Prime
14. INSURANCE/ ENHANCEMENTS: __AGIC ____kMB _CGIC _CLIC _FGIC _FSA
' HUD MBIA __ JGM LOC(LETTER OF CREDIT) SPECIFY OTHER
SN OT INSURED
15. RATING(S):MOODY'S S &P FITCH _DUFF &PHELPS SPECIFY OTHER
' S 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: Ma_y_b r paid at anY tim
in whole or in nnrt at par
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE
PURCHASER.
' Natinn�Ran]S, N A
5 25 North Fla Drive
W_e_S Palm B each ; Florida 33401
' G: \20241 \5 \all closing docs(2).wpd 2
1
N 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, F1 anigl3II, Ka�� Kolins,�aymond & Sheehan P A
625 North Flagler Drive, 9th Floor
West Palm Beach, FL 33401
' FINANCIAL ADVISOR(S) /CONSULTANT(S):
Florida Municipal Adv' o c, Inc
9121 North Military Trail
' Palm Beach Gardens FL 13410
OTHER PROFESSIONALS:
' John Randolph
City Attorney
505 South Flagle Drive; 11t Floor
' West Palm Beach, FL 33401
20. PAYING AGENT E NO PAYING AGENT
21. REGISTRAR -X— NO REGISTRAR
' 22. COMMENTS: _None
PART III. RESPONDENT INFORMATION
' FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title M ark E. Raymomd, Bond Counsel Phone 561- 822 -038
Company Moylg,Pl ani gi n, Katz, Kol i ns_, _Ra & Sheehasl, P.A.
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above):
Name and Title Phone
Company
' Date Report Submitted _1 115-L9 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 nOT REGUL EM PL- 0YED--0B
'
EN_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: \20241 \5 \all closing docs(2).wpd 3
N (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 Moyle, Flani Ka z— Kolins,–Raymond k Sheehan, P.A_
FEE PAID: $ 14.00000 SERVICE PROVIDED or FUNCTION SERVED: Bon olns-e-1
(2 ) COMPANY NAME Florida Municipal Adv sera
FEE PAID: $8,000.00 SERVICE PROVIDED or FUNCTION SERVED: Financial Advisor
(3) COMPANY NAME NationsBann , N.A.
' FEE PAID: $ 4.000.00 SERVICE PROVIDED or FUNCTION SERVED: com
(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 OF THE BONDS:
NAME (Typed/ Printed:) :Conni Hol lom an— SIGNATURE:
TITLE: Finan A it C or DATE: I/15 9 -9
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,
G: \20241 \5 \all closing docs(2).wpd
1
N
i
The Note represents a line of credit in the amount of not to exceed $5,000,000.00. All
1 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.
1
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1
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1
•
1
1
1
1
i
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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.
t 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.
t The Note is P a Y Y able 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
N 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.
t
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
By: ( ,���Z�1Z�✓7/ZC�
' Connie Holloman
Finance Director
•
1
' GA20241\51all 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
CERTIFIE MAIL
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. 1&ymond
Enclosure
G: \20241 \5 \all closing docs(2).wpd
+ 8038 -G Information Return for Tax - Exempt Governmental Obligations
' ► Under Inter72l Revenue Code section 149(x) OUB t,10- (5.15.0720
(Rev. Way 199 5) ► &tee separate Instructions.
D9wn"W% d tr Treeroy (Note: Use Form 8x38 -GC P" issue pnae a under t 100,000.)
aw.n. r.,. —, S—
porting Author' If _/ .mended Return, check here ►
' 1 heuw's name 2 Issuers employer ident %ation n. mbar
Villa e of Teguesta, Florida 59 j 6044081
3 Numbe' and su.% (x P.O. Dox ii mail u not Wryarad to sweat ass) RooWeu:.c 1 4 Report nun
' 357 Teguesta. Drive C1 99 -1
b City, town, or post off,ca, s•.ats, and ZIP code 6 Date of asauo
Tec{uesta, FL 3 3469 January 15 1999
7 Nams of i-We 8 CUSIP nurtbw
Prnmi t None
Type of Issue check applicable box(es) and enter the issue p rice
9 ❑ Education (attach schedule -see instructions) . . . . . . . . . . . . . . . . . g �
' 10 ❑ Health and hospital (attach schedule -cee instructions) . . . . . . . . . . : : . . 10
11 ❑ Transportation 11
12 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . 12
13 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . 13
' 14 ❑ House's . . . . . . . . . . • . . . . . • . . . . . . . 14
15 ❑Utilities 15
Ifs Other. DesCrf'Je (tee instructions) 0- Mi cr• rani tan A� +-IIrcc 16
17 If obligations are tax or other revenue anticipation bonds, eck box ► ❑
' 18 If oblioations are in the form of a lease or installment nle, check box ► ❑
Descri tion of Oblioations
W 1b) kl Stated roempt>w Wepnte4 Youbd Nr, nw.r
Matunty 6519 tntarest rate ban pnoe O� at mats r'"Ot ma7: Cora
19 Final ma t ur it y . 2/l/2002 VR % 5,000,000 5 000 000 %
20 Entire issue . / /// / 5,000,000 5 000 000 3. 05 YA;!s I VR % VR yb
Uses of Proceeds of Bond Issue indudine underwriters' discount
21 Procoeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 21
t 22 issue price of centre issue (center amount from line 20, column (c)) . 22 5, 000,000
23 dt
P=Peds used for bond issuance costs onclung undervvritaz' discount) 23 26 000
24 Proceeds used for credft enhancoment . . . . . . . . . . , 24 Y X
' 25 Proceeds allocr., d to reason8bIfy required reserve or 'saucer font fund 25
26 Proceeds used to cumentty refund prior issues 26 r
27 Proceeds used to advance rotund prior issues , . , , . . . . 27
28 Total (add lines 23 through 27). 28
li m 2£ 76,001
' 29 Nonrefundtno proceeds of the issue (subtract line 28 frone 22 and enter aount • . 29 1 4, 923,999
Descri tion of Refunded Bonds Com lets. this parl only for refunding bonds.)
20 Enter t:ne remaining weighted average rnaturtty of the bands to be =rrenty refunded , . . ► l years
t 31 Enter the remaining weighted average mrtlrrtty of the bonds to be advancercfunded . . . 01 vrars
32 Enter the iast date on which the refunded bond,, will be called . . . ► 1/15/99
23 Enter the dates! the refvnd bonds wwo issued ► in/in/
Miscel
' 34 Enter the amount of the stt.to volume cap allomteC to the issue under section 141(b)(5) . . . 34
35 Enter the Lric of the bonds designated by the issuer urn 6octiion (small ii suor exc ea tion) 35
MR Entr the a'n rV, of gross proms invested or to bs ttvecter in t gua=1W itvostrrmt contra.. (sea iratructia'u) 3
b Entor the final maturity We of the guaranteed investment contract , ► ������� /��������
' - 37 Pooled fna.•n:.ings: a Prc.;o&ds of this issue that are to be used to snake loans to other governments' Units LE
b ff this issue is a b €n made from the proceeds of another �Lx- exe-np'. issue, check box ► ❑ and enter the na.^te of rie
(suer ► and the date of the issue I►
3£ If the isruer has eleC:::d to pay s. penalty In lieu of arbitrnge rebat6, Check box . . . ► ❑
34 tf the is-- jor has identified a hedpe check bon ► ❑ --
U nol PC rbalum 41 paiyury, I wcure that I have L wrrmrac Cue recum and accompanyiN acneo,re5 am suternenu, en7 Lo tro pert of my --;9
er4 twow. t 1i true. 0-9r-
Please Elizabeth Schauer
Sign 1/15/99 Mayor
' Here / s, t n' iaaue sutrnr
�7,4C1 re5 w.5nta live Date � Typo or p rint r1M1"ne 5nC ulh
For Paperwork uction Act Not`oe, s►e page 1 of the Instructions Cat. No. 637735 Form 8^:e -G fFw. b -v-)
' 0 Mmt a on ftwTa►r rarer
' $5,000,000
VILLAGE OF TEQUESTA, FLORIDA
PROMISSORY NOTE
' DISCLOSURE STATEMENT OF
NATIONSBANK, NA-
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
1
(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.
1
Very truly yours,
NATIONSBANK, N.A.
t B ( bumon 0.
Authorized Officer
1
•
1 G \2024M x11 closing docs(2).wpd 2
MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A.
l 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.
GA20241 \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.
t 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.
' S. 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,
i
•
' GA20241 \5 \all closing docs(2).wpd
JONES
FOSTER Flagler Center Tower, Suite 1100 Mailing Address
J OHNSTON 505 South Flagler Drive Post Office Box 3475
(
Q, ST 7MBCV1�1�J 7� ^ 1.i1. West Palm Beach, Florida 33401 West Palm Beach, Florida 33402 -3475
1 X71 Telephone (561) 659 -3000 Facsimile (561) 832 -1454
Attorneys and Counselors
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.
'
/ dolph
orney
JCR \ssm
' N:UCR \13153- 01 \NATIONSB.OP
i
i' l
JHi 14 ea � rr+�n t!rJnh ► us►
CIT Z NS FOR RESPONSIBLE CEO
96
189 Point Drive Texluosta, FL 3 rr
W.A. Verhoe ven Robert B.
Chairman Legal Ad1999
To El ected Officials of the Village of T
In behalf of the citizens of the Village of Ti `ta, Citrons
1 for Responsible Government reaper ully ubmit. herewith
Advisory Ballots expressing wishes of the I eo pip regarding j
major expenditures by th Village gove m=L
Elected officials of the Village should wi the following, i
' 1 . The Village of Tequesta, Florida is a m icig4llty treated
by the Florida legislature, Laws of Florida, ter 57 -1915,
Spkclal Acts of 1957, as amended by istatute and ordinances, and
1 1
is subject to the provisions of Chapter 166, Flora J Statutes.
' 2, The Village hold Q i8pocisl public O,eaainuf
deignatcd "Meeting ") on Dam 15,1998 to 'the best of
our knowledge the Village of Tequ mta did i iot pay for or
1 ' ottiesvvisa A nsure the publication of an officia. notices of tho I
Meeting hi any regularly pubUsl od of geulornl �
cirdulation in Palm Bach County, Florida.
1 3. To our best knowledge the Village of ueeita merely �
fared a notice of the meeting on or about 11, 1998 to ;
i
' j"i 1 - 77 �+ • rnarn rmxt m-Hk- —
f 4
The i
• up tar Courser.
1 4. To our best knowlo* the village of 1 equezu does not
hive any proof of publication of any official notice of the
1 ' 5. A handful (leas than 30) members of the public attended
` t8e Meeting, and were advised that the Villag Taquesta was
goi to purchase a shopping center parcel ( entire property
being referred to as the "Property ") and the pi rt the Village of
1
' TOquesta was to purchase being referred to as "Parf A ") being
leas than 1/3 of the entire Property, from owner that had
• purchased it in 1997 for about $1,300,000.
1 ' ° - 6. At this Meetfng the representative of owner of the
'. Noperty admitted that title was held in the : of a newly
formed corporation that had no otter aawta othbr than, the
Property. .
7. The owner of the Property has provi no. guamties,
1 � I
• ` 1
either personal, letters of credit (unles submitt 5d is the sum of
$1.50.000 by the deadline date of January 15, 1999) or otter
third party undertakings that it would bave the money to
i
purchase "Part A" bk 1t from the Village of Tegtwta when
re4uited.
8. The owner of the Property did not agrot kleep "Part A."
�i
f m and clear from any fmanrangs that it y : pla6b on its
' Property during the two year perlod after putduLw b
Village of Tequesta. This could result in a - foreclos m by a
1
lender on the Property, annd of course no purchase by the
1 Property owner. The Village would be out - the re- pUmhase price
of $477,000, without recourse to an viable fin =W party.
9. 'We are of the belief that the total coat the Village and
1
taxpayers of Tequesta could icach or exceed 3,500,000, plus
irite=t over the next several years for 20 or 3 year bonds, i a '
. i
now village hall and roadway are constrWted, ind Bridge Road
1
is, redeveloped as planned.
' - 10. An Advisory Ballot has been cirula to residua of j
tt a Village of Tequesta, in the form attached There have
b&= returns from 315 cititms, of which all but one citi=;ft
1
voted against purchase of the land (Part A) b the Village of +
' Tequesta, and construction of a new village hall. "l
� f
11. Under Florida Statute 1", which is ipplkable to the I
' Village of Tequesta, there must be a diirty (30) day notice of any
meting at which the approval of a pumhw o f praPertY by a z .
municipality is to be voted upon, j
12. the Village of Tequesta held its ar tneetina for
Mcember on December 10 1998 and did not vide an noci
P Y i
fiee and clear from any firuui a cgs that it y : plado on its
' Property during the two year period after purchase by the
Village of Tequesta. This could result in a foreclosure by a
1
lender on the Property, and of course no 4puroase by' ft
Property owner, The Pillage would be Out the re - ptitdmse gtioe
' of $477,000, without recourse to any viable f party$
9. We are of the belid that the total coat the Village and
1 taxpayers of Tequesta could reach or exceed 3,500,000, plug
intc=t over the rwxt several years f or 20 or 3 year bonds, if a '
now village hall and roadway are constxurted, knd Bridge Road �
1
Ii redeveloped as planned.
' 10. An Advisory Ballot ha been clrrula to residents of j
ft Village of Tequesta, in the form attached There have I
bc= returns from 315 citizens, of which all but one cities
vdted against pwrrha8c of the [and (Pact A) b V the Village of
i
' T quests. and construction of a new village hall. '
11. Under Florida Statute lbb, which is i pp lkable to the I
' VII lags of Tequesta, there must be a thirty (30) i y vice of any
mooting at which the approval of a pumhwe of property by a
' rnvnicipality is to be voted upon, j
12, the Village of Toquosta held its ar Meeting for
December on Deember 10 1998 and did not vide an
N: P Y notice
1
' J PN 14 'V9 104 = 21PM FR_M BEACH POST P.8
of the special Meeting or the subject matter thei eof io the public 4
that attended this reg ular . g ring ,
t 13. The Village of Tequesta has violated provisions of
Florida Statute 166, and any act of Village of Tequesta to enter
into a purchase agreement or option to p=ba Be Part A of the
' F toperty is null and void, initio. ;
I
We earnestly and respectfully request the the Village of ,
T�questa not go ahead with this ill - advised vent into property
1 ddvelopment with private interests, in apparent violation of the
' laws of this state. i
9im=ly for Tequesta, ,
' r
ven obert E. Cook, Eaq.
ChsuYnan Legal Adv.Uor
I
� 1 i
i
1
N
i ,
' -JAN 14 '99 04:22PM PALM BEACH POST P_10
Jan -14 -99 11_41A MacAvthur Beach Stata Pik_ 661 624 6964 P. 03
Subsection 259-032(lo) Florida Sfifutett
(10) Stabs, regional, or local govwUmantal agencies or private entities daaigrtatvd to
martage lands under this section shall develop and adopt, with dw approval of Lhe
board of trustee,, an individual management plan for each project designed to conaarve
' antd protect such lands and their associabed natural resources. Private sector
involvament in management plan development may be used to expedite rho planning
process. Beginning focal year 1998-1999, indlvidual management plane required by U.
2533.034(4) shall be 4"oped with input from an advisory group. Memben of this
' advisory group shall include, at a minimum, representatives of the lead land managing
agency, comartaging entities, local private property owners, rho appropriate soil and
water conservation district a local conservation organtration, and a local elactad
official. The advisory group shall conduct at least oat public hearing within the county
' in which the parcel or project is located. Noti
sm the Aa1AC amisLdnic acted for mate tom. verWed in it saner dz=Wl
' mid announced at a scheduled rnecting of the local governing body before
the actual public hearing. The manwgement prospectus required pursuant to.paragraph
(9)(b) shall be available to dw public for a period of 30 days prior to the public haarin8.
Orwe a plan is adopted, the managing agency or qty shall update the plant at least
every 5 years in a form and manner pre6cribed by rule of the board of trushm. Such
plans may include transfers of leasehold interests to appropriate conservation
organi =tions designated by the Land ManagementAdvtsory Council for uses
consistent with the purposes of the organizations and the protection, prese"atiom,and
' proper management of tits lands and dwir resources. Volunt• er management assishav*
is encouraged, including, but not limited to, assistance by youth& participating in
' programs sponsored by stage or local asswim, by volunt+eters sponsored by
environmental or civic organizations, and by individuals participating in programs for
' committ6d dalintquents and adults For each project for which lands are acgutred after
July 1, 1995, an individual tmanagenxmt plan stall be adopted and in place no later
than 1 year after the essential parcel or parcels'identificd in the annual Comaervation
and Recreation Lands report prepared pursuant to s 259.095(2)(a) have bean ao Wred.
1 Beginning In fiscal year 1998-1999, the Depa rlmont of Environmental Protection shall
1
JRN 14 '99 04 :22PM PALM BF.RCH P05T
]&" -14 -69 21:41A MacArIthur Beach Stmt.* Pk - 561 624 0954 P.11 P. p4
1�
Sub"ctkm 259-032(10) HOAdA Stag
distribute only 75 permeOt of the acquisition funds to which a budget entity cc water
management district would adamwisQ bw endtbed from the pc nti°n 2000 Treat
Fund to any budget entity ar ate wilier managanent "trict that has mute titan cne-
' third of its ma mement plum ovordtm
1
2
J f- T4 14 '99 04 = 19PM PRL M HERC H PC)`a 1
Advisory Ballots say NO
i
to Tequesta Taxation Without Representation ;
� By. Carlton D. Stoddard �
Mayor Emeritus Jan, 14,,1999
1 I
The massage of advisory ballots hemewi to' those who
' gvcrn Tequesta is: the voice of the electorat must be heard
' four any major expenditure covered by taxes.
Any large experdittume by Tequesta goy t requires
E
' char communication and consultation with the file who pay
property taxes fundiAg It.
' Governnwt of the people, by the people, foir the people
I s ;the heart and soul of hometown communiti W
hich are the
1 bedrock of our fraodom as a united democracy. '
The village Council's enacanent of a con agteenme�t
P Pte'
' with a p rivate commercial devel for :of land in
' T�queata Plata, plus construction of a new vil Sc hall and re-
dc'velopment of Bridge Road as planned, uld ' add up to
' $,x,500,000 or more to Tequesta's bonded inideb
Including interest over 30 years for bond fi , the cost
t could exceed $1,200 for every man, w and child in
Tdquesta, for that one project alone.
The need for resurrecting time -worn T ueata Plaza is
i
recognized and understood. But an expondi of •$3,500,000
1
of; taxpayers' money to aft= pziva t !
■� duveloprnent, without fully informing and const Jd4 citizens, is 1
1 ;
1
J 111Y 14 ' 77 U4; 1tIM F'HLri
` I
s ubj ect. to serious qucatioa. It dtsenfrenchfsea ote�e. i
total of 315 residents have ant Advisory ot0, all but &w
1 *oting NO to any such major expenditut+e f r 1�nd or a new
pillage hall in a comm ercial dcvelopment. person voted
i
'YES. Many added caustic its objei ling to - needloss ;
expenditure for a new village hall, and land or 4 north -south
roadway splitting Tequesta Plaza in two. Mall develop=
1 s#xould pay for their own roads.
That them was no notice to the public of the plea's details,
rio paid publication notice of the hasty Cotmil me4ing called, to
approve the $10 million cons v-L no p I dn on ifor a public I
l�ear�ng wrth 30 d vaaoe
' a ad notice, anrovision for a
. oe, p � . .
' public refereduum, • raises Serious questito compliance
1
v' th Florida statute&, Tequeata'8 own
:i and an wnded
ordinances. j
By their Advisory Ballot votes herew ith, egesta electors
1 soy NO to a new village gall, and NO I sObsidizing a
.commercial developer who stands to gain p fit it taxpayers' 1
se. Selling a mall building appraised at $750,000 to
Tequesta and charging $100,000, de nolish it spoms utterly
*xateful. Up to 3 thriving stor+ee' . would be - ctxd. Where
Wbuld they go? Relocating them could hurt the bus'neas.
Answering the woond question on the dvieory Ballots,
' 8 (75% majority) citizens voted YES to re z existing
tinge Hall next to Village Groan ,park and fou itain as the long . I
I
eihablished (and paid for) center of Tequesta go ernn=L
1
77 (25%) voted NO, some objecting to ne w administrative
I
,1
' JAN 14 1 99 04 :20PM PALM BEACH POST P.4 I
• i
oFfices north of the Village Creep perk on land owned by
Ttequesta. Some think the village admiaLstratloi should continue
tb rent offices in the Wechovia bank building. Several objected
t4 new office eon8truction of any kind.
Not to be overlooked is the necessary cost f providing new
living quarter for f ire'rascue personnel now used in portable
' b4ildings. Also there must be enlarged hotui for fire bucks I
aid ambulances.
I .
' About $6,500,000 will be needed to financ the new reverse '
osmosis water plant now wuW construction. T ut plus pucehm
or ' land and construction of a now village lull could efcab to '
Tegtata's bonded indebtedness to over $i7,0 0,000, ineludirtg ;
i ' serest for 30 yem. Thew are calculated 4 wstin ates. If the
Village government and citizeru work toged, er, they can be
: substantially reduced.
' Village government that approves such he vy oxpendituros
without clear communication and consultation i is
government by dictum, not democracy.
Such a trend would not be welcomed the people of
T�q ta.
' Tequesta government officials should camfu read the
AOvisory Ballots in this compendium, ani rethink shear
commitment for multi - million dollar projects w thout consent of
electors who are already ' burdened with the I OR%TM'mt proppaty
' u�cee in Tequesta'a history.
' I I
January 15, 1999 $5,000,000.0
' VILLAGE OF TE Q UESTA, 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 609 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
1
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:
' WI - age 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(1).wpd 4
1
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.
• 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:A20241 \5 \Note(1).wN 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 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.
is "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 erpretatio n 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 a Hea dings_ 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 Row �,su er.. 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 -o Loan, 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 , .ngs 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 Litigati " tc- 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 Financial-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 Affirmativ 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. Pa 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. II -st—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 De_faults_ 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 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. Main tenance of Existen 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 Nega Cove nants. 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 Covena
(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 Representations and Warran ties- 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 No-D-efault. Oil 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 Deliver of 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 Sup p_ortin g-D-ocum ents_. 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 51(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 nd-.bt dimness 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. Requ isitions for Advances and_Othe 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.
i
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 �lt
(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) Accelera 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_ C ilmul ative Remed ies.. 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 Chan ges--or -Modifications to the Ag reement _ 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 C osts 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 Counterpar 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 Severability. 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 Agree ments 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 3Y. i9 -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 Binding Effect; 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 Pasty 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 Attorneys 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_ Agreement, 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 FurtheLAssuran 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 IncD-rporation -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 Waiver o f- h ry Tri al. To the extent permitttA 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 Agg2).wpd 11
G� OF TE
r - VILLAGE OF TEQUESTA
VILLAGE MANAGER'S OFFICE
P.O. Box 3273
r� C Tequesta, FL 33469
Phone: (561) 575 -6200
�E, 4, FAX: (561) 575 -6203
N COU
To: Fax No.: S y _ 7
Company: �� -Q � Date:
From: Time: �j
Number of Pages Including Cover Sheet:
•
Message:
909
� U
If you have any problems receiving this transmission, please call (561) 575 -6200
amipro \forms \vmo -fax. sam
• 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 Inde btedness. 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. R All resolutions or parts thereof in conflict herewith are hereby repealed.
Section 27. Effective D ate. 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:
FO RAD_0 =0N AGAINST ADOPTION
•
The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of
January, 1999.
Mayor of Tequesta
[SEAL]
2
ATTEST:
Village Clerk
•
GA20241 \5 \Rm(2).wpd 7
• 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-Indeb- tedness. 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. Effective 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:
EOB_AI�O�TI AGAINST
•
The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of
January, 1999.
Mayor of Tequesta
[SEAL]
ATTEST:
Village Clerk
•
G: \20241 \5 \Reso(2). wpd 7
• 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 Indebted 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. R epealer . All resolutions or parts thereof in conflict herewith are hereby repealed.
Section 27. Effective 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:
FORA DOPTION AGAINST ADOPTION
•
The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of
January, 1999.
Mayor of Tequesta
[SEAL]
ATTEST:
Village Clerk
•
G: \20241 \5 \Reso(2).wpd 7