HomeMy WebLinkAboutDocumentation_Regular_Tab 03A_09/12/2002 r.
MF,MO
DATE: 9/G/02
TO: MAYOR/COUNCIL
FROM: MICF �AEL R. COU7,7_.O, IR., VILLAGF, MANAGER,,...- �� °`°"�°�—r
RF,: VILLAGF_ OF TEQUF'sSTA RESOLUTTON NO. 79-01 /02
Attached for your review and consideration are the documents associated with the issuance of a
note in the principal amount of ��,000,000 to refinance the cost of the new Public Safen� Facilin-,
and to refinance an eYisting note.
As you know, we originally intended to finance ��,�00,000 over a 20 year period. During the
budget process, we have re-evaluated the financial needs and reduced the note to $5,000,000
(effectively reducing the debt and debt service payments).
Multiple fnancing options have been evaluated over the past 18 months, and the Adininistration
is pleased to recommend the following Resolution.
Your patience and assistance during this process is appreciated. I believe that the Village will be
the beneficiary of this effort.
V1RC/MEW
RESOLUTION NO. -01/02
A RESOLUTION OF THE VILLAGE COUNCII, OF THE VII,LAGE OF TEQUESTA,
FLORIDA; AUTHORIZING T'HE ISSUANCE OF A NOTE OF THE VILLAGE IN THE
PRINCIl'AL AMOUNT OF $5,000,000 TO FINANCE THE COST OF A NEW PUBLIC
SAFETY FACILITY OF THE VILLAGE AND TO REFINANCE AN EXISTING NOTE
OF 'TI� VII.LAGE INCtJRRED FOR SUCH PURPOSE; PROVIDING THAT SUCH
NOTE SHALL NOT BE A GENERAL OBLIGATION OF TI-� VII.,LAGE BUT SHALL
BE PAYABLE ONLY FROM CERTAIN NON-AD VALOREM REVENUES AS
PROVIDED HEREIN; PROVIDING FOR TT-� RIGHTS, SECURTTIES, AND
REMEDIES FOR 'TI� OWNER OF SUCH NOTE; PROVIDING FOR Tf� CREATION
OF CERTAIN FUNDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY TI� VII,LAGE COUNCIL OF TI� VII.LAGE OF TEQUESTA, FLORIDA,
THAT:
Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of
Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter
of the Village of Tequesta, Florida, and other applicable provisions of law.
Section 2. Definitions. The following words and phrases shall have the following meanings when
used herein:
"Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida
Statutes, the Charter of the Issuer, and other applicable provisions of law.
"Business Day" means any day except any Saturday or Sunday or day on which the Principal Office
of the Original Purchaser is closed.
"Clerk" means the duly appointed Village Clerk of the Issuer, or any duly authorized deputy thereof.
"Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations,
whether temporary, proposed or fmal, promulgated thereunder or applicable thereto.
"Cost" means, with respect to the Project, all items of cost authorized by the Act.
"Designated Revenues" means any lawfWly available non ad valorem revenue stream designated by
the Issuer by resolution fo the Village Council and acceptable to the Owner, as evidenced in writing signed
by the Owner.
"Issuer" means the Village of Tequesta, Florida, a municipal corporation of the State of Florida.
"L,oan Agreement" means the agreement between the Issuer and the Original Purchaser in the form
attached hereto as Exhibit "B."
"Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice-Mayor
of the Issuer.
"Non Ad Valorem Revenues" means any and all revenues of the Issuer, other than the Public Service
Tax Revenues or any Designated Revenues, which are not derived by the Issuer from its imposition, levy and
collection of ad valorem taxes on real and personal property in the jurisdiction of the Issuer, and which are
lawfully available for the payment of principal and interest on the Note.
"Note" means the Promissory Note of the Issuer authorized by Section 4 hereof.
"Original Purchaser" means Bank of America, 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.
"Pledged Revenues" means (i) the Public Service Tax Revenues and (ii) to the extent provided in
Section 7 hereof, the Non Ad Valorem Revenues and (iii) any Designated Revenues.
"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 o�ce as the Original Purchaser may
designate to the Issuer in writing.
"Projact" means capital expenditures of the Issuer constituting costs of a new public safety facility
and includes refinancing of the outstanding balanceof the Issuer's $6,000,000 Promissory Note, dated January
11, 2002.
"Public Service Tax Revenues" means all amounts received by the Issuer pursuant to the tax (the
"Public Service Tax") levied on the purchase of electricity, metered natural gas, liquified petroleum gas either
metered or bottled, manufactured gas either metered or bottled and water service purchased within the
jurisdiction of the Issuer pursuant to the authority of Section 166.231, Florida Statutes or any successor
provision of law.
"Resolution" means this Resolution, as amended and supplemented from time to time.
"State" means the State of Florida.
Section 3. Resolution to Constitute a Contract In consideration of the purchase and acceptance
of the Note authorized to be issued hereunder by those who sha11 be the Owners thereof from time to time,
this Resolution shall constitute a contract between the Issuer and the Owners.
Section 4. Authorization of Note. Subject and pursuant to the provisions of ttus Resolution, a special
obligation of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal
amount of $5,000,000, for the purpose of financing the Cost of the Project. Because of the characteristics
of the Note, prevailing market conclitions, and adtlitional savings to be realized from an expeditious sale of the
Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note
at a private negotiated sale. Prior to the issuance of the Note the Issuer shall receive from the Original
Purchaser the disclosure statement containing the information required by Section 218.385, Florida Statutes.
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Section 5. Description of Note. The Note shall be dated the date of its execution and delivery,
which shall be September 13, 2002 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 E�ibit
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. Re�stration and Exchan�e of Note: Persons Treated as Owners. The Note is initially
registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for
the registration and transfer of the Note. The Note shall be transferable only upon such registration books.
The Person in whose name the Note sha11 be registered shali 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. Pavment of Principal and Interest; L'uruted Obli�ation: Additional Debt. The Issuer
promises that it will promptly pay the principal of 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 and interest on the Note is payable from the Pledged 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 sha11 not be liable for the payment of the principal of and interest on
the Note or for the performance of any pledge, obligation or agreement undertaken by Issuer from any
property other than the Pledged 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 Pledged Revenues as hereinafter described.
The Issuer hereby grants a pledge of and lien upon the Public Service Tax Revenues and any
Designated Revenues to secure its obligations hereunder, under the Note and under the Loan Agreement.
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 in each fiscal year, amounts
sufficient, together with the other Pledged Revenues, to pay the principal of and interest on the Note as the
same sha11 become due. In the event that the amount previously budgeted for such purpose is at any time
insufficient to pay principal 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
Valarem Revenues shall be cumulative to the extent not paid and shall continue until such Non Ad Valorem
Revenues sufficient to malce 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 and interest on the Note in each of its annual budgets or amendments thereto and to pay such
deficiencies from Non Ad Valarem Revenues so long as the Note is outstand'mg 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.
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Such covenant to budget and appropriate does not create any lien upon or pledge of such Non Ad
Valorem Revenues nor does it preclude the Issuer from pledging in the future its Non Ad Valorem Revenues
to indebtedness other than the Note, nor does it require the Issuer to levy and collect any particular Non Ad
Valarem Revenues, nor does it give the Owners a prior claim on the Non Ad Valarem 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, m 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 appropriarion made by law.
The Issuer covenants that for so long as the Note shall remain unpaid, it will continue to impose the
Public Service Tax up to the maximum rate permitted by law, so as to produce Public Service Tax Revenues
in each fiscal year of the Issuer which, together with any Designated Revenue received in such fiscal year
at least equal to the principal of and interest due on the Note in such fiscal year.
The Borrower may incur additional indebtedness payable from the Public Service Tax Revenues and
any Designated Revenues and secured thereby on parity with the Note if, but only if, the amount of Public
Service Tax Revenues and any Designated Revenues received by the Issuer during the most recently
concluded fiscal year for which audited financial statements of the Issuer are available were at least 150%
of the maximum amount of principal and interest scheduled to become due on the Note and any such
additional indebtedness in the then current or any future fiscal year of the Issuer. In the event the Issuer
proposed to incur any additional debt which bears a variable rate of interest, if such indebtedness is to be
secured as aforesaid, the proceedings authorizing the issuance of such indebtedness must establish a
maacimwn interest rate which may be borne by such indebtedness, and 'm performing the calculation of the
maximum principal and interest which may be due upon such additional indebtedness, such maximum interest
rate shall be used.
Section 8. Compliance with Tax Requirements. The Issuer hereby covenants and agrees, for the
benefit of the Owners from time to time of the Note, to comply with the requirements applicable to it
contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to
preserve the exclusion of interest on the Note from gross income for federal income tax purposes.
Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and
agrees:
(1) to pay to the United States of America from any legally available funds, at the times
required pursuant to Section 148(fl of the Code, the excess of the amount earned on all non-purpose
investments (as defined in Section 148(fl(6) of the Code) (other than investments attributed to an
excess described 'm this sentence) over the amount which would have been earned if such
non-purpose investments were invested at a rate equal to the yield on the Note, plus any income
attributable to such excess (the "Rebate Amount");
(2) to maintain and retain all records pertaining to and to be responsible for malcing or
causing to be made a11 determinations and calculations of the Rebate Amount and required payments
of the Rebate Amount as shall be necessary to comply with the Code;
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(3) 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
(4) to refrain from taking any action or omitting to take any action if such action or
omission would cause the Note to become an arbitrage bond under Section 103(b) and Section 148
of the Code.
The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to
comply with the requirements of Section 103 and Part N of Subchapter B of Chapter 1 of the Code so long
as such requirements are applicable.
Section 9. Loan A�areement. 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.
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.
Section 11. Limitation of Rights. With the exception of any rights herein expressly confened,
nothing expressed or mentioned 'm 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 wnder 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. Deslroyed. Stolen or Lost. In case the Note shall become mutilated,
or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so
mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated bond, or in lieu of and
in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of
ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other
reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer
may incur. The Note so surrendered shall be cancelled.
Section 13. Imnairment of Contxact. 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. Remedies of Noteholder. Should the Issuer default in any obligation created by this
Resolution, the Loan Agreement or the Note, the Owner of the Note may, in addition to any other remedies
set forth in tlus Resolution, the Loan Agreement 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, the Loan Agreement or the
Note and may enforce and compel the performance of all duties required by this Resolution, the Loan
Agreement or the Note or by any applicable statutes to be performed by the Issuer or by any officer thereof.
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Section 15. Severabilitv. If any provision of this Resolution sha11 be held or deemed to be or shall,
in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision
herein or render any other provision (or such provision in any other context) invalid, inoperative or
unenforceable to any extent whatever.
Section 16. Business Davs. In any case where the due date of interest on or principal of the Note
is not a Business Day, then payrnent 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 sha11 not be given until the
payment is actually received by the Owner.
Section 17. Abplicable Provisions of Law. This Resoiution shall be governed by and construed in
accordance with the laws of the Stata.
Section 18. Rules of Interpretation. Unless expressly indicated otherwise, references to sections
or articles are to be construed as references to sections or articles of this instrument as originally executed.
Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent
words refer to this Resolution and not solely to the particular portion in wiuch any such word is used.
Section 19. 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 20. Limited Liabilitv of Issuer. It is hereby expressly made a condition of this Resolution
and of the Note that an}+ agreements or representalions herein or therein contained or contained in the
documents and instruments executed in connection therewith do not and sha11 never constitute or give rise to
any personal or pecuniary liability or charge against the general credit of the Issuer and 'm the event of a
breach of any agreement, covenant or representation, no personal or pecuniary liability or charge payable
d'uectly or indirectly from the general revenues of the Issuer sha11 arise therefrom. Nothing contained in this
Section 20, however, shall relieve the Issuer from the observance and performance of the several covenants
and agreements on its part herein contained.
Section 21. Officers and Em�loyees of the Issuer Exem�t from Personal Liability. No recourse
under or upon any obligation, covenant or agreement of this Resolurion, 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
tivrough 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 undex
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 unplied 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 22. Authorizations. The Mayor and any Councilmember, and such other officials and
ernployees of the Issuer as may be designated by the Mayor are each designated as agents of the Issuer in
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connection with the issuance and delivery of the Note and are authorized and empowered, coilectively or
individually, to take all action and steps and to execute all inshuments, 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 23. Section 265 Desi�nation Note. The reasonably anticipated amount of tax-exempt
obligations (other than obligations described in Clause (ri) of Section 265(b)(3)(C) of the Code) which have
been or will be issued by the Issuer during 2002 does not exceed $10,000,000 (for this purpose only
$4,400,535.17 principal amount of the Issuer's Promissory Note dated January 11, 2002 is counted against the
$10,000,0001imit). The Issuer hereby designates the Note as a"qualified tax-exempt obligation" for purposes
of Section 265(b)(3)(B)(i) of the Code. The Issuer hereby covenants and agrees not to take any action or
to fail to talce any action if such action or failure would cause the Note to no longer be a"qualified ta�c-exempt
obligation."
Section 24. Other Indebtedness. Subject to Section 7 hereof, the Issuer may at any time or from
tnne to time issue evidence of indebtedness that is payabk 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 25. Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed.
Section 26. Effective Date. This Resolution shall take effect nnmediately upon its adoption.
TT-� FOREGOING RESOLUTION was offered by Councilmember , who
moved its adoption. The motion was seconded by Councilmember , and upon beiug
put to a vote, the vote was as follows:
FOR ADOPTION AGAINST ADOPTION
The Mayor thereupon declared the Resolution duly passed and adopted this 12th day of September,
2002.
Mayor of Tequesta
[SEAL]
ATTEST:
Village Clerk
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EXHIBTT A
September 13, 2002 $5,000,000.00
VII,LAGE OF TEQUESTA, FLORIDA
PROMISSORY NOTE
SERIES 2002B
KNOW ALL MEN BY 'THESE PRESENTS that Village of Tequesta, Florida (the "Issuer"), a
municipality of the State of Florida 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 Bank
or America, N.A. or registered assigns (hereinafter, the "Owner"), the principal sum of $5,000,000.00 or such
lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding
at the rate of % per annum (subject to adjustment as hereinafter provided) based upon a year of 365/366
days for the actual number of days elapsed.
Principal of and interest on this Note are payable in immediately available funds constituting lawful
money of the United States of America at such place as the Owner may designate to the Issuer.
Accrued interest hereon sha11 be paid monthly in arrears on the 13th day of each month, commencing
October 13, 2002, and the principal amount hereof, together with accrued interest thereon, shall be repaid "m
239 equal monthly payments of principal and interest of $ due and payable on October 13, 2002 and
on the 13th day of each month thereafter, and the entire unpaid principal balance, together with all accrued
and unpaid interest hereon, shall be due and payable in full on September 13, 2022 (the "Maturity Date").
All payments by the Issuer pursuant to this Note sha11 apply first to accrued interest, then to other
charges due the Owner, and the balance thereof shall apply to the principal sum due.
As used in this Note,
(1) "Code" means the Intemal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.
(2) "Detemiination of Taxability" sha11 mean interest on this Note is deternuned or
declared, by the Internal Revenue Service or a court of competent jurisdiction to be includable in the
gross income of the Owner for federal income tax purposes under the Code.
Upon the occurrence of a Deternvnation of Taxability, the interest rate on this Note shall be adjusted
to a rate equal to 154% of the interest rate otherwise borne hereby (the "Adjusted Interest Rate") calculated
on the basis of a 365/366 day year for the actual number of days elapsed, as of and from the date such
Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the
Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand
by the Owner) hereon pay to the Owner, or any former Owner, as may be appropriately allocated, an amount
equal to the sum of (1) the difference between (A) the total interest that would have accrued on this Note
at the Adjusted Interest Rate from the Accrual Date to the daxe of the Determination of Taxability, and (B)
the actual interest paicl by the Issuer on this Note from the Accrual Date to the date of Deteimination of
Taxability, and (2) any interest and penalties required to be paid as a result of any additional State of Florida
and federal income taxes imposed upon such Owner and/or former Owner arising as a result of such
Detemiination of Taxability; and (ii) from and after the Date of the Determination of Taxability, this Note shall
continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be
applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as
the federal statute of limitations under which the interest on this Note could be declared taxable under the
Code shall ha�e expired.
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. If a prepayment is made, then there sha11 be a prepayment fee. The prepayment fee shall be in
an amount, if any, sufficient to compensate the Owner for any loss, cost or expense incurred by it as a result
of the prepayment, including any loss of anticipated profits and any loss or expense arising from the liquidation
or re-employment of funds obtained by it to maintain the credit or from fees payable to terminate the deposits
from which such funds were obtained. The Issuer shall also pay any customary administrative fees charged
by the Owner in connection with the foregoing. For purposes of this paragraph, the Owner sha11 be deemed
to have funded the loan evidenced by this Note by a matching deposit or other borrowing in the applicable
interbank market, whether or not the loan was in fact so funded.
Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Owner may
declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default
and acceleration, the Issuer shall also be obligated to pay (but only from the Pledged Revenues) 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 automaxic stay. If any payment hereunder is not made within ten (10) days after it is due,
then the Issuer sha11 also be obligated to pay as a part of the indebtedness evidenced by this Note a late
payment fee in the amount of 5% of delinquent payment, which late payment shall be due and payable
immediately.
Interest at the lesser of 12% per annum or the ma�mum lawful rate per annum shall be payable on
the entire principal balance owing hereunder from and after the occurrence of and during the continuation
of a default described in the preceding paragraph, nrespective of a declaration of maturity.
The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of
dishonor.
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 LIMTTATION BUT SHAI.L BE PAYABLE
SOLELY FROM T�IIE MONEYS AND SOURCES PLEDGED TI�REFOR. NEITHER THE FAITH
AND CREDIT NOR ANY AD VALOREM TAXiNG POWER OF Tf� ISSUER, THE STATE OF
FLORIDA OR ANY POLTITCAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF
TI� PRINCIl'AL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.
This Note is issued pursuant to a Resolution duly adopted by the Issuer on September 12, 2002, as from
tune to time amended and supplemented (herein referred to as the "Resolution"), and a Loan Agreement,
dated of even date herewith between the Issuer and the Owner (the "Loan Agreement") and is subject to all
the terms and conditions of the Resolution and Loan Agreement. All terms, conditions and provisions of the
Resolution and Loan Agreement are by this reference thereto incorporated herein as a part of this Note.
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Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed
thereto in the Resolution.
This Note is payable solely from and is secured by a lien upon and pledge of the "Pledged Revenues"
as described in the Loan Agreement. Notwithstanding any other provision of this Note, the Issuer is not and
sha11 not be liable for the payment of the principal of and interest on this Note or otherwise monetarily liable
in connection herewith from any property other than the Pledged Revenues.
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, Village of Tequesta, Florida has caused this Note to be executed in its
name by the manual signature of its Mayor this 13th day of September, 2002.
VII..LAGE OF TEQUESTA, FLORIDA
By:
Mayor
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EXf-IIBTT B
LOAN AGREEMENT
This LOAN AGRF.EMENT (the "Agreement") is made and entered into as of September 13, 2002,
by and between the Village of Tequesta, Florida, a municipal corporation of the State of Florida, and its
successors and assigns (the "Issuer"), and Bank of America, N.A., a national ba.nking association, and its
successors and assigns (the "Bank");
WHEREAS, the Village Council of the Issuer did on September 12, 2002, adopt a Resolution (the
"Note Resolution") authorizing the borrowing by the Issuer of $5,000,000, and authorizing the execution and
delivery by the Issuer of a promissory note (herein, the "Note") to evidence such borrowing for the purpose
of providing funds, together with other funds of the Issuer to finance the Costs of Project (hereinafter
defined), to refmance the Refmanced Note (hereinafter defined) and pay costs of issuing the Note; and
WHEREAS, the Note sha11 be issued pursuant to the terms and provisions of the Note Resolution and
this Agreement; and
WI�REAS, the execution and delivery of this Agreement have been duly authorized by the Note
Resolution.
NOW, Tf�REFORE, 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 TERM,S
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 sha11 otherwise require, the following words and terms as used in this Agreement shall have the
foliowing meanings:
"Agreement" shall mean this I,oan Agreement 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.
"I.oan 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 txansaction 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 Interpretation. Unless the context cleazly requires ottierwise, words of masculine
gender sha11 be construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number sha11 be construed to include correlative words of the plural number and vice
versa. This Agreement and all the terms and provisions hereof sha11 be construed to effectuate the purposes
set forth herein and to sustain the validity hereof.
Section 1.03 Titles and Headines. 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 Powers of Issuer. 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 m the mamier
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 may lawfully issue the
Note.
Section 2.02 Authorization of 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 a11 provisions of applicable law in all material matters
relating to such transactions. The Issuer, by the Note Resolution, has duty authorized the borrowing of the
amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and
delivery of the Note to the Bank provided for in this Agreement and to that end the Issuer warrants that it
will take all action and will do all things which it is authorized by law to take and to do in order to fulfill a11
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 e�'ect.
Section 2.03 A�reements. The making and perfornung 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.
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Section 2.04 Liti�ation. Etc. There aze 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 I,oan 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.
ARTICLE III
COVENANTS OF TFIE ISSUER
Section 3.01 Affiimative 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. Pavment. The Issuer covenants that it shall duly and punctually pay the principal of the Note
and the interest thereon at the dates and place and 'm the manner provided herein, in the Note Resolution and
in the Note according to the true intent and meaning thereof.
b. Use 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.
a Notice of Defaults. The Issuer shall immediately notify the Bank in writing upon the
happening, occurrence, or existence of any Event of Default, and any event or condition which with the
passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank
with such written notice, a detailed statement by a responsible officer of the Issuer of all relevant facts and
the action being taken or proposed to be taken by the Issuer with respect thereto.
d. 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 confornuty with generally accepted accounting principles applied on a
consistent basis. Such audited year end fmancial statements shall be provided to the Bank in no event later
than 210 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. Additionaliy, the Issuer will provide the
Bank with its annual operating budget when accepted and approved by the Village Council of the Issuer.
e. Maintenance of Existence. The Issuer covenants that it will take all reasonable legal action
within its conlxol in order to maintain its e�cistence 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 repres�tatives at all reasonable
times at the offices of the Issuer.
3
Section 3.02 Negative Covenants. The Issuer covenants, for so long as any of the principal
amount of or interest on the Note is outstanding and unpaid or any obligations of the Issuer under any of the
Loan Documents remain unpaid or unperformed, that:
(a) The Issuer shall not alter, amend or repeal the Note Resolution, or talce any action impairing
the authority thereby or hereby given with respect to the issuance and payment of the Note, without prior
written approval of the Noteholder.
Section 3.03 Tax Covenants.
(a) In order to maintain the exclusion from gross income for purposes of federal income taxation
of interest on the Note, the Issuer shall comply with each requirement of the Code applicable to the Note.
In furtherance of the covenant contained m 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 "Taac Certificate").
(b) The Issuer shall not take or permit any action or fail to talce any action which would cause
the Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code.
(c) Notwithstanding any other provision of the Note I�esolution 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 'm this Section shall survive the payment of the Note and the
interest thereon, including any payment or defeasance thereof.
Section 3.04. Miscellaneous Covenants and Representations.
(a) The Issuer shall not loan money or malce advances or other extensions of credit to other
persons or entities except agencies of the Issuer.
(b) The Issuer shall not create or permit any mortgage or lien on any of its assets without the
prior written consent of the Bank, which consent will not be unreasonably withheld.
(c) The Issuer sha11 not dispose of any of its assets other than in the ordinary course of business.
(d) The Issuer shall promptly inform the Bank of any actual or potential contingent liabilities or
pending or threatened litigation of any amount that could reasonably be expected to have a material and
adverse effect upon the fmancial condition of the Issuer.
(e) The Issuer shall maintain such liability, casualty and other insurance as is reasonable and
prudent for similarly situated municipalities of the State and shall upon the request of the Bank, provide
evidence of such coverage to the Bank.
( fl The Issuer is, to the best of its knowledge m compliance with, and the Issuer shall comply
with all applicable federal, state and local laws and regulatory requirements the violation of which could
reasonably be expected to have a material and adverse effect upon the financial condition of the Issuer.
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(g) In the event the Note or ttus Agreement should be subject to the excise tax on documents
or the intangible personal property tax of the State, the Issuer shall pay such taxes or reimburse the Bank for
any such taxes paid by it.
Section 3.05. Automatic Payment Procedure. The Issuer hereby authorizes the Sank to
automatically deduct from the Issuer's account with the Bank numbered 47800004798 the amount of any
payrnent due from the Issuer to the Bank under the Loan Documents. If the funds in the account are
insufficient to cover any payment, the Bank shall not be obligated to advance funds to cover the payment.
At any time and for any reason, the Issuer or the Bank may voluntarily ternunate the automatic payments
provided for herein by written notice delivered to the other.
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 L,oan 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 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, sha11 have occurted and be continuing at such time.
Section 4.03 Deliverv 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 Su�orting Documents. 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 ofthe 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 standatd bankruptcy exceptions and the like).
(b) The opinion of Moyle, Flanigan, Katz, 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 standazd bankruptcy exceptions and the like), (u) the exclusion of interest on the Note from gross
income for federal income tax purposes and designation of the Note as a"qualified tax-exempt obligation,"
(iii) that the Note is not a specified "private activity bond" within the meaning of Section 57(a)(5) of the Code,
(iv) interest on the Note is exempt from all present intangible personal property taxes imposed by the State
of Florida and (v) the Note is a"qualified tax-exempt obligation" under Section 265 of the Code.
(c) A certified copy of the Note Resolution; and
(d) Such additional supporting documents as the Bank may reasonably request.
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ARTICLE V
T'HE LOAN; ISSUER'S OBLIGATION; THE NOTE
Section 5.01 The Loan. The Bank hereby agrees to loan to the Issuer the amount of
$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 $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 temis 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 sha11 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.
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 perforrnance of or compiiance with any term or covenant
contained m the Loan Documents, other than a term or covenant a default in the performance of which or
noncompliance with whichis 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 (ri) 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 faise or incorrect in any material respect on the date made or reaffimied;
or
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(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 petirion in bankruptcy filed by or against the Issuer, or an order, judgment or decree is 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
(� 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 Bvent of Default.
(a) General. Upon the occuirence 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 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
unmediately due and payable without further action of any kind and upon such declaration the Note and the
interest accrued thereon sha11 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
MISCELI,ANEOUS
Section 7.01 No Waiver: Cumulative Remedies. No failure or delay on the part of the Bank in
exercising any right, power, remedy hereunder, or under the Note or other Loan Documents sha11 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 cumularive and
not exclusive of any remedies provided by law or in equity.
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Section 7.02 Amendments. Changes or Modifications to the A�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 %) 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 Ex�enses. The Issuer agrees to pay the Bank's counsel a fee of $2,500.00
in connection with the preparation, execution and delivery of this Agreement, the Note and the Loan. The
Issuer sha11 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 Counterparts. 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 sha11 together constitute
but one and the same Agreement, and, in malting proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
Section 7.05 Severabilitv. 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 ciause, provision or section had not been contained herein.
Section 7.06 Term of A�eement. 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 sha11 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: JoAnn Forsythe
Finance Director
Village of Tequesta
PO Box 3273
250 Tequesta Drive
Tequesta, Florida 33469-0273
8
If to the Bank: Vanessa Civalero
Vice President
Bank of America, N.A.
625 No. Flagler Drive, lOth fl.
West Palm Beach, FL 33401
or to such other address as either party may have specified in writing to the other using the pracedures
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, sha11 be construed pursuant to and governed by the substantive laws of the State of
Florida.
Section 7.09 Bindin� Effect; Assignment. This Agreement sha11 be binding upon and inure to the
benefit of the successors in interest and pemritted 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 sha11 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 a11 instances of such conflict.
Section 7.11 No Tlurd Partv 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 pariy hereto shall have
any rights or privileges hereunder.
Section 7.12 Attorneys Fees. To the extent legally pernussible, 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 lransactions contemplated by
this Agreement.
Section 7.15 Incorporation by 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 Arbitration and Waiver of Jurv TriaL This Section 7.16 concerns the resolution of
any controversies or claims between the Issuer and the Bank, whether arising in contract, tort or by statute,
that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ri)
any document related to this Agreement, including the Note and the Note Resolution (collectively a"Claim").
9
At the request of the Issuer or the Bank, any Claim shall be resolved by binding arbitration in
accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Arbitration Act"). The Arbitration
Act will apply even though this Agreement provides that it is governed by the law of a specified state.
Arbitration proceedings will be deternvned in accordance with the Arbitration Act, the rules and
procedures for the arbitration of financial services disputes of J.A.M.S.Bndispute or any successor thereof
("J.AM.S."), and the terms of this Section 7.16. In the event of any inconsistency, the terms of this
paragraph shall control.
The arbitration sha11 be administered by J.A.M.S. and conducted in West Palm Beach, Florida. All
Clam�s shall be determined by one arbitrator, however, if Claims exceed $5,000,000, upon the request of any
party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days
of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s)
shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good
cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) sha11
pmvide a concise written statement of reasons for the award. The arbitration award may be submitted to
any court having jurisdiction to be confirmed and enforced.
The arbitxator(s) will have the authority to decide whether any Claim is baned by the statute of
limitations and, if so, to dismiss the arbitration on tl�at basis. For purposes of the application of the statute of
limitations, the service on J.A.M.S. under applicable J.A.M.S. rules of a notice of Claim is the equivalent of
the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall
be deternuned by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the
terms of this Agreement.
This Section 7.16 does not limit the right of the Issuer or the Bank to: (i) exercise self-help remedies,
such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal
property collateral; (iu) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain
an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver,
or additional or supplementary remedies.
By agreeing to binding arbitration, the parties iirevocably and voluntarily waive any right they may
have to a trial by jury in respect of any Claim. Furthermare, without intending in any way to limit this
Agreement to arbitrate, to the extent any C3aim is not arbitrated, the parties irrevocably and voluntarily waive
any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement
for the parties entering into this Agreement.
No provision in this Agreement or in the Loan Documents regarding submission to jurisdiction and/or
venue in any court is intended or sha11 be construed to be in derogation of the provisions of this Agreement
or in any Loan Document for arbitration of any controversy or claim.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them
as of the Date of Execution set forth below.
VII,LAGE OF TEQUESTA, FLORIDA
(S�) By:
Title: Mayor
By:
Title: Clerk
Date of Execution:
September 13, 2002
BANK OF AMERICA, N.A.
By:
Title: Vice President
Date of Execution:
September 13, 2002
Gf,20241\f0.Reso(I) with exh3its.wpd 1 1
Form $�38-G �nformation Return for Tax-Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e) OMB No. 1545-o�z0
(Rev. November 2000) ► See separate Instructions.
Department of the Treasury Caution: If the issue rice is under $100,000, use Form 8038-GC.
Internal Revenue Service P
Re ortin Authorit If Amended Return, check here ►❑
1 Issuer's name 2 Issuer's employer identification number
vllage of Tequesta, Florida 59 i 6044081
3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number
2S0 Tequesta Drive 300 3 02
5 City, town, or post office, state, and ZIP code 6 Date of issue
Tequesta, Florida 33469 8/13102
7 Name of issue 8 CUSIP number
Promissory Note None
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
JoAnn Forsythe, Finance Director � 561 � 575-6205
T e of Issue (check a licable box(es) and enter the issue rice) see instructions and attach schedule
11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . _ 11
12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . _ 12
13 ❑ Transportation . . . . . . . . . . . . . . • - • . . . . . . . . . _ 13
14 � Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . _ 14 5,000,000
15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . 15
16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16
17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 17
18 ❑ Other. Describe ► �$
19 If obligations are TANs or RANs, check box ►❑ If obligations are BANs, check box ►❑
20 If obli ations are in the form of a lease or installment sale, check box .►❑
� Descri tian of Obli ations. Com lete for the entire issue for which this form is bein filed.
(a) Final maturity date (b) Issue price �c) Stated redemption (� Weighted (e) Yield
price at mawrtty average maturity
27 9/13/2022 $ 5,d00,000 $ 5,000,000 12.5 ears %
' Uses of Proceeds of Bond Issue (includin underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue (enter amount from line 21, column (b)) .. ...,,_ 23 5,000,000
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . _ . . . . . . . . . 25
26 Proceeds allocated to reasonabiy required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues ........ 27
28 Proceeds used to advance refund prior issues ........_ 28
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . _ 29
30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and errter amount here) ., 30
Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currenUy refunded .... ► 0.25 years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ._.. ► years
33 Enter the last date on which the refunded bonds will be called ......_....► 8/13/02
34 Enter the date(s) the refunded bonds were issued ► 1/11/Q2
� Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) .._ 3 �
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ►
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other govemmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ►❑ and enter the name of the
issuer ► and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ...,► 0
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ............ ►❑
40 If the issuer has identified a hed e, check box ►❑
. . . . . . . . . . . . . . . . . . . . . . .
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
Sign
Here Geraldine A. Genco, Mayor
' Signature of issuer's authorized represerrtative Date ' Type or prirK name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No. ssnss Form 8038-G (Rev. 11-2000)
�
TRANSCRIPT OF PROCEEDINGS
$5,000,000
VILLAGE OF TEQUESTA, FLORIDA
PRONIISSORY NOTE
DATED SEPTEMBER 13, 2002
TIME OF CLOSING
The closing was held September 13, 2002 (the "Closing Date").
LIST OF CLOSING DOCUMENTS
1. Certified copyofResolurion_ - O1/02 adopted bythe Village Councilon September 12, 2002
authorizing the issuance of the Note.
2. General Certificate of the Issuer.
3. Loan Agreement.
4. Notice of Sa1e sent to Division of Bond Finance.
5. Receipt for the Note.
6. State of Florida Division of Bond Finance Form BF-2003BF-2004-B and Letter of Tr�nsnuttal.
7. Certificate as to Arbitrage and Other Tax Matters.
8. Form 8038-G and Transmittal Letter.
9. Disclosure Statement of Bank.
10. Opinion of Bank Counsel.
11. Opinion of Village Counsel.
12. Copy of Note.
Transcripts. Six (6) complete transcripts aze to be prepared for distribution as follows:
2 - Village of Tequesta
1- Moyle, Flanigan, Katz, Raymond & Sheehan, P.A.
2- Bank of America, N.A.
1 - John C. "Skip" Randolph
1- Ward, Damon, Posner & Gilbert
1.
CERTIFICATE OF TRUE COPY
I, the undersigned Village Clerk ofthe Vi7lage ofTequesta, Florida, DO HEREBY CERTIFYthat
attached hereto is a true and correct copy of Resolution _-O 1/02 duly adopted September 12, 2002,
and that such resolution remains in force and has not been amended.
IN WIT'NESS WHEREOF, I Yiave hereunto set my hand as ofthe 13th day of September, 2002.
BY:
Village Clerk
$5,000,000
VII,LAGE OF TEQUESTA, FLORIDA
PROMISSORY NOTE
GENERAL CER'TIFICATE OF THE ISSUER
We, the undersigned Mayor (the "Mayor") and V�lage Clerk ("Clerk") ofthe Villag�e ofTequesta,
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 undertal�ngs have duly filed such bonds or undertakings in the
amount and manner required by law.
3. The Mayar has signed the Issuer's $5,000,000 Promissory Note daxed September 13,
2002 (the "I�Tote'� by her manual signature, and the manualsignature appearing on the Note and the manual
signature at the end of this certificate are ea.ch the true and lawful signature of the Mayar.
4. The seal ofthe Issuer was impressed upon the Note, and attested by the manual signature
ofthe Clerk. Such seal and signature appearing onthe Note and the manualsignah�re ofthe Clerk and the
impression of the seal of the Issuer at the end of ti�is certificate constitute the ttue and ]awful seal of the
Issuer and the signature of the Clerk, respectively.
5. The Note, as�ecuted and deli�ered, is in the form approved by the Village Council 'm
Resolution _-01/02 (the `�esolution").
6. The Issuer has authorized by all necessary actionthe adoption and due performance of the
Resolution and the execution, delivery and due performance ofthe 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 tiansactions contemplated by the
Resolution.
7. No litigation is pending or, to o� knowledge, threatened, in or before any agency, court
or tn'bunal, state or federal(� to restraui or enjoin the issuance, delivery or validity ofthe Note or (ri) in any
way contesting or affectingthe validityofthe Note, the Resolution or the applicationofthe proceeds ofthe
Note, or ('iu) contesting the power ofthe Issuerorany authority forthe issuance ofthe Note or the adoption
of the Resolurion or the approval, execution, validity, or enforceability of any agreements with respect
thereto, or (iv) contesting the talc-exempt status of nrterest on the Note.
8. No litigation is pending or, to our lrnowledge, threatened, (� against the Issuer or involving
any ofthe property, assets or operaations under the control of the Issuer which invol�es the possibilitytha,t
a judgmern or liab�7ity, not fully covered by insurance or adequate established reserves, may be entered or
imposed agaimst the Issuer or wluchmayresult in any material adverse change in the business, properties,
assets or in the condition, f�nancial 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,
organizaxion, existence or corporate powers of the Issuer, or ofthe V'illage Council, or the title to office of
its present members, or the members at any tirne materialto the issuance ofthe Note, or of any other oi�'icer
of the Issuer.
10. The execution, delivery, receipt and due performance of the Note and any other
agreements contemplated by the Resolution, underthe circumstances contemplatedtherebyand the Issuer's
compliance with the provisions thereof (i) to the best ofour knowledge will not conflict with or constitute
on the Issuer's part a breach of or a default under arry e�sting constitutional provision, law, court or
ac}rninis4rative regulation, decree or order or (ri) will not conflict with or constitute on the Issuer's part a
breach ofor a default under any agreemeYrt, indenture, bond, note, lease or other insmament to which the
Issuer is subject or by whichthe Issuer is or maybe 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 consritute
a def�ult or event of default under any such instcument, nor will such execution, delivery, adoption, or
compliance result in the creation or m7position of any lien, charge or other security interest ar encumbrance
of any nature whatsoever upon any ofthe 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 V�7lage Council other than
at public meetin�s of the Village Council, reached any conclusion as to the acrions taken by the Village
Council withrespect to the Resolution or the Note, the security therefor, or the applicarion of the proceeds
therefiom, ar 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 anyemployment or otherrelationship withBank ofAmerica, N.A. whichwould
violate the provisions of Section 112.3143, Florida Statutes, and each of the undersigned represents t1�t
the transaction contemplated by the Resolutionwill not enure to his or her specialprivate gain, or to the best
of his or her lrnowledge, the specialprivate 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 tirne after December 31, 1975 as to principal or
interest with respect to any obligations issued or guaranteed by the Issuer or a predecessor of the Issuer.
2
14. The Issuer hereby certifies that the interest rate on the Note does not exceed the rnaximum
rate permitted pursuant to Section 215.84, Florida Statutes.
IN WITNESS WHEREOF, we have hereunto set our hands and the official seal ofthe Issuer, and
have indicated our respective of�"icial titles, a11 as of the 13th day of September, 2002.
Si� Official Tit1e
Mayor
Village Clerk
(Official Sea1)
3
MOYLE, FLAIVIGAN, KATZ, RAYMOND & SHEEI3AN, 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
MARlc E RAYMO�tD
Direct Line: (561) 822-0380 Tallahassee, FL
E-mail: mraymond�u,moylelaw.com (850) 681-3828
August 21, 2002
CER'TIFIED MAIL
RETURN RECEIPT REQUESTED
AND VIA FACSIMa,E
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 ofl'equesta, Florida (the "Issuer") of
the above-referenced Note (the 'Note") in the estimated principal amourrt set forth above. The Issuer
expects to deliver the Note on or about September 13, 2002.
Sincerely,
MOYLE, FLAIVIGAN, KATZ,
RAYMOND & SHEEHAN, P.A.
Mark E. Raymond
MER/wp
$5,000,000
VII,LAGE OF TEQUESTA, FLORIDA
PROMISSORY NOTE
RECEIPT FOR NOTE
Bank ofAmerica, N.A. (the "Bank"), DOES HEREBY ACKNOWLEDGE receipt from Village
of Tequesta, Florida of the Village's Promissory Note, dated September 13, 2002, in the aggregate
principal amount of $5,000,000.
DATED the 13th day of September, 2002.
BANK OF AMERICA, N.A.
BY:
Its Authorized Representative
MOYLE, FLAIVIGAN� KATZ, 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
MARK E. RAYMOND
Direct Line: (561) 822-0380 Tallahassee, FL
E-mail: mraymond�u moylelaw.com (850) 681-3828
September 13, 2002
CERTIFIED A/iATT"
Division of Bond Finance RETCJRN RECEIPT REOUESTED
State Board of Admuustration
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 inforrna.tion in regard to this
matter, please do not hesitate to call.
Very tYUly youis,
Mark E. Raymond
MER/wp
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
T'his form represents an update and compilation of the
BF2003, BF2004-A and BF2004-B forms.
* Bond Information forms (BF2oo3) 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
216.38(1)(c)1, 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
SXSMPT FROM THESE FILING REQUIREMENTS.
BF2003
BOND INFORMATION FORM
PART 2. ISSUSR INFORMATION
1. NAME OF GOVERNMENTAL UNIT: Villaae of Teauesta. Florida
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 357 Teauesta Drive,
Tepuesta, Florida 33469
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Palm Beach
4. TYPE OF ISSUER: _ COUNTY X CITY _ AUTHORITY
_ INDEPENDENT SPECIAL DISTRICT _ DEPENDENT SPECIAL DISTRICT
_ SPECIFY OTHER
PART 22. BOND ISSIIS INFORMATION
1_ NAME OF BOND ISSUE: Promissorv Note
2. AMOUNT ISSUED: $ 5,000,000 3. AMOUNT AUTI-IORIZED: $5,000,000
4. DATED DATE: 9/13/02 5. SALE DATE: 9/13/02 6. DELIVERY DATE: 9/13/02
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-PURCPIASE
_BANK LOAN/LINE OF CRIDIT
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: $
1
10. SPECIFIC REVENLTE(S) PLEDGED:
(1) PRIMARY Lawfullv available non-ad valorem revenues
(2) SECONDARY Public Service Tax Revenue
(3) OTHER(S)
11. A. PURPOSE (S) OF THE ISSLTE:
(1) PRIMARY Construct oublic safetv facility
(2) SECONDARY Refundina
(3) OTHE12(S)
B. IF PURPOSE IS REFUNDING, COMPLETE TfiE FOLLOWING:
(1) FOR EACH ISSUE FLEFUNDID LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR
VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUN'P OF PAR VALUE (PRINCIPAL AMOUN'P
REFCTLVDID .
Promissorv Note� 1/11/02• $6 000 000• S S1 802 546 37
(2) REFUNDED DEBT HAS BEEN: X RETIRED OR _DEFEASID
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES NO
B_ IF YES, APPROXIMATELY WHAT PERCENT OF PROCEIDS IS NEW MONEY?
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 INTERE5T COST RATE (TIC)
CANADIAN INTEREST COST RATE (CIC) o ARBITRAGE YIELD (ARBI) %
SPECIFY OTHER:
14. INSURANCE/ENHANCEMENTS: _AGIC AMBAC _CGIC _CLIC _FGIC _FSA
HTJD MBIA NGM LOC (LETTER OF CREDIT) SPECIFY OTHER
X NOT INSURED
15. RATING(S): MOODY'S S&P FITCIi DUFF&PHELPS SPECIFY OTHER
X NOT RATED
16. DE.BT SERVICE SCHEDULE: ATTACFI COMPLETE COPY OF SCHEDULE PROVIDING THE
FOLLOWING INFORMATION:
MATURITY DATES (MO/DAY/YR)
COUPON/INTEREST RATES
ANNUAL INTEREST PAYNIEN'i'S
PRINCIPAL (PAR VALUE) PAYMENTS
MANDATORY TERM AMORTIZATION
17_ LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: May be prepaid at anv time.
in whole or in nart at nar
18. PROVIDE THE NAME AND ADI}RESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE
PURCHASER.
2
Bank of America, N.A.
625 North Flaaler Drive
West Palm Beach Florida 33401
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 COIINSEL X NO FINANCIAL ADVISOR _ NO OTHER PROFSS5IONALS
BOND COUNSEL(S):
Mark Ravmond, Esa.
Movle, Flaniaan, Katz et al.
625 North Flaaler Drive - 9th Floor
West Palm Beach FL 33401
FINANCIAL ADVISOR(5)/CONSUI,TANT(S):
OTHER PROFESSIONALS:
John Randolqh
Citv Attornev
505 South Flaaler Drive: 11 Floor
West Palm Beach FL 33401
20. PAYING AGENT X NO PAYING AGSN'P
21. REGISTR�IR X NO RBGISTRAR
22 . CONIlNENTS : None
PART II2. RSSPONDSNT INFORMATION
FOR ADDITIONAL INFOIZMATION, THE DIVISION SHOULD CONTACT:
Name and Title Mark E. Raymond, Bond Counsel Phone 561-822-0380
Company __Moyle, Flaniqan. Katz, Ravmond & Sheehan. P.A.
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If differeat from above):
Name and Title Phone
Company
Date Report Sul�itted 9/13/02
BF2004-A and BF2004-B
Note: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND
ISSUES EXCSPT THOSE SOLD PURSUANT TO SECTION 154 PART II2; SECTIONS 159
PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES.
23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDSRWRITSR OR FINANCIAL CONSULTAN'P,
IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULAIZLY EMPLOYED OR
ENGAGED BY SUCH UNDERWRITER OR CONSULTANC:
X NO FBE, BON[TS OR GRATUITY PAID BY UNDERWRITSR OR FINANCIAL CONSiJLTAN'P
3
(1) COMPANY NAME
FEE PAID= $ SERVICE PROVIDED or FUNCTION SERVID:
(2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY THE i7NIT OF LOCAL GOVSRNMBNT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
_ NO FBBS PAID BY ISSUBR
(1) COMPANY NAME Movle, Flaniaan, Katz, Ravmond & Sheehan, P.A.
FEE PAID: $5,000_00 SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME
FEE PAID: SERVICE PROVIDED or FUNCTIOI3 SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
PLEAS$ PROVIDB TH}3 SIGNATURL OF 13ITHER THE CHISF SXSCDTIVE OFFICER OF THS
GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMSNT OR THE GOVSRNMBNTAL OFFICSR
PRIMARILY RBSPONSIBLS FOR COORDINATING TEiB ISSIIANCE OF THE BONDS:
NAME (Typed/Printed:�: JoAnn Forsvthe SIGNATURE:
TITLE: Finance Director DATE:__8/13/02
BF2004-B
ITSMS 25 AND 26 MUST B13 COMPLBTED FOR ALL BONDS SOLD BY NEGOTIATED SALB
25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE_
OR
PRIVATE PLACEP�NT FEE: $
X NO MANAGBMEN'P FEE OR PRIVATE PLACSN�NT FES
26. TJNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE.
X NO GROSS SPRBAD
PART IV_ RBTURN THIS FORM AND THS FINAL OFFICIAL STATSNffi�1T, IF ONE WAS PRBPARED 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/
4
CERTIFICATE AS TO ARBITRAGE
AND OTHER TAX MATTERS
VII.LAGE OF TEQUESTA, FLORIDA
$5,000,000 PROMISSORY NOTE
DATED SEPTEMBER 13, 2002
The undersigned, JoAim Forsythe, 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 e�cpectations in connection with the issuance of the Issuer's
Promissory Note, dated September 13, 2002, in the principal amount of not to exceed $5,000,000 (the
'Note") forpurposes ofSection 148 of the Internal Revenue Code of 1986 (the "Code") and the Treasury
Regulations promulgated thereunder.
The Note is being issued on September 13, 2002. The Note is issued in order to provide funds
to repay the outs�tanding principal amourn of the Issuer's Promissory Note dated January 11, 2002, to
reimburse the Issuer for capital e�enditures incurred in connection with the construction of the Issuer's
public safety facility after _, , the date of adoption of a resolution of the Village Council
expressing its intern to seek such reimbursemern and to pay costs of the public safety facility incurred a�ter
the date of issuance of the Note.
A portion ofthe proceeds of the Note will be used to refinance the Refinanced Note on the date
hereof. A portion of the proceeds of the Note will be used to reimburse the Issuer for prior capital
expenditures on the date hereof. The remaining balance of the Note will be allocated to expenditia�es on
the Project by the end of the su� month period begnming on the date hereof.
The Note is payable from ]awfully available non-ad valorem revenues of the Issuer. Except for
such revenues, no amounts aze directly or indirectty 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 ifthe Issuer
encounters financial dii�icuhies.
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 ofrevenues with principal and irnerest payrnents 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
lirnitatian.
Based upon the foregoing, it is not expected that the Note wi11 be an "arbitrage bond" witivn the
meaning of Section 148 of the Code and the Treasury Regulations promulgated thereunder.
Dated this 13th day of September, 2002.
VII.LAGE OF TEQUESTA, FLORIDA
By:
JoAmi Forsytlie
Finance Director
2
MOYLE, FLANIGAN, KATZ, 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
MARK E RAYMOND
Direct Line: (561) 822-0380 Tallahassee, FL
E-mail: mraymond cr�noylelaw.com (850) 681-3828
September 13, 2002
CERTIFIED MAIL
RETURN RECEIPT' REOUESTED
Internal Revenue Service Center
Ogden, Utah 84201
RE: $5,000,000 Village of Tequesta, Florida, Promissory Note
Dear Sir/Madaln:
Enclosed please find Form 8038-G which relates to the above-referenced note. Please
acknowledge your receipt of the enclosed by stamping the copy ofthe form included herewith, and return
the stamped copy to us in the enclosed envelope.
MOYLE, FLANIGAN, KATZ,
RAYMOND & SHEEHAN, P.A.
BY:
MER/wp Mark E. Raymond
Enclosure
$5,000,000
VII,LAGE OF TEQUESTA, FLORIDA
PRONIISSORY NOTE
DISCLOSURE STATEMENT OF
BANK OF AMERICA. N.A
September 13, 2002
Village of Tequesta, Florida.
Tequesta, Florida
Ladies and Gentlemen:
In connection withthe purchase ofthe $5,000,000 aggregate principal amount Village ofTequesta,
Florida (the "Issuer"), Promissory Note, dated September 13, 2002 (the'Note") authorized to be issued
by a resolution of the Issuer adopted January 10, 2002 ("Resolution"), the undersigned purchaser of the
Note (the "Original Purchaser"), pursuant to the provisions ofsubsection (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 represerrt to you as follows:
(a) The naxure and estimated arnounts of �penses to be incurred by the Original Purchaser
in connection with the issuance and sale of the Note is $-0-.
(b) There were no "fmders," as defined in Section218.386, Florida. Statutes, as amended, in
coxmection with the issuance of the Note.
(c) No fee 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.
(fl The name and address of the Original Purchaser is:
Bank of America, N.A.
625 North Flagler Drive
West Palm Beach, Florida 33401
(g) The Village is proposing to issue $5,000,000 of debt for the purpose of financing and
refinancing the acquisition, construction, equipping and improving of various capital
e�enditures of the V�71age. This debt is expected to be repaid over a period of
approximaxely 20 years. Total irnerest anticipated to be paid over the life of the debt is
approximately $ . The sources of repayment or security for the Note are non ad
valoremrevenues of the Issuer. Based upon such assumptions, authorizing this debt could
result in on average of approximately $ of non ad valorem revenues ofthe Issuer
not being available for other uses by the Issuer each year for 20 years.
Very truly yours,
BANK OF AMERICA, N.A.
BY:
Authorized Of�'icer
2
Mo�, FI.AIVIGAN, KAT7 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
MARK E RAYMOND
Direct Line: (561) 822-0380 Tallahassee, FL
E-mail_ mraymond�u�rnoylelaw.com (850) 681-3828
September 13, 2002
Village of Tequesta
Tequesta, Florida
Bank of America, N.A.
West Palm Beach, Florida
RE: $5,000,000 Village of Tequesta, Florida. Promissory Note
dated September 13, 2002
Ladies and Gentlemen:
We have acted as counsel to Bank of America, N.A. 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 September 13, 2002 (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 10, 2002
(the "Resolution"). All terms used herein in capitalized form and not otherwise defined herein shall have
the meanings ascribed thereto in the Resolurion.
Inrendering the opinions set forthherein, we have e�mined the Resolution and other certifications,
agreements, documents and opinions ofpublic officials and otherofficers and representatives ofthe various
parties particip�ting 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 apinions of public
officials and other officers and representatives of the various parties participating in this transaction,
fumished to us, without undertaking to verify the same by independent investigation. We have assumed
the genuineness of all signatures on a11 documents and instrurnems, the authenticity of documents submitted
as originals and the conformity to originals of documerrts submitted as copies.
This opinion shall not be deemed or treated as an offering circular, prospectus or official statement,
Village of Tequesta
Bank of America, N.A.
September 13, 2002
Page 2
and is not intended in any way to be a disclosure document used 'm coxmection with the sale or delivery of
the Note.
The opinions set forth below are expressly lnnited to, and we apine only withrespect 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 foTlows:
1. The Issuer is duly created and validly existing as a municipality puisuarrt to the Constitution
and Laws ofthe State ofFlorida, with the power to adopt the Resolution, perform its obligations thereunder
and to issue the Note.
2. The Resolutian has been duly adopted by the Issuer and constitutes the valid and binding
action of the Issuer. The Note has been duly autliorized and executed by the Issuer and constitutes a valid
and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, payable
solely from the sources provided therefor in the Resolution.
3. The interest on the Note i� excludable from the gross income of the owner thereof for
federal income tax purposes and is not an item of taxpreference described in Section 57 of the Code for
purposes of the federal alternarive 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 alternati�e minirnumtaxable incame ofcertain corpora.tions. The opinions expressed in the
first sentence of this patagraph are condirioned upon continuing compliance subsequent to the issuance of
the Note by the Issuer with various covenants conta ined 'm the Resolution, includ'mg, without limitation, its
covenant to comply with applicable requirements ofthe Code necessary in order to preserve the exclusion
of irnerest on the Note from gross income for federal income taa� 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 ather federal tax consequences that may arise due to ownership of the Note.
4. The Note is exempt from all present intangible personal property taxes imposed by the
State of Florida..
5. The Note is a"qualified tax�xempt obligatian" within the meaning of Section 265 of the
Code.
Our opinions expressed herein are predicated upon present laws and interpretations thereof. We
assume no a�inalive obliga,tion with respect to any change of circumstances or law (including laws that
may result from legislarion pending before Congress) that may adversely affect the tax-exempt status of
interest on the Note after the date hereof.
Village of Tequesta
Bank of America, N.A.
September 13, 2002
Page 3
It is to be understood that the rights of owners ofthe 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 banknzptcy, insolvency, reorganization, moratorium, or
sunilaz' laws relating to ar 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,
MOYLE, FLANIGAN, KAT7., 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
MARK E RAYMOND
Direct Line_ (561) 822-0380 Tallahassee, FL
E-mail: mrayruond@moylelaw.com (850) 681-3828
September 13, 2002
Village of Tequesta
Tequesta, Florida
Re: $5,000,000 Village of Tequesta, Florida
Promissory Note dated September 13, 2002
Our File No. 20/241/8
To Professional Services Rendered and
Costs Disbursed as Bond Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
F`UNDING INSTRUCT`ION LETTER
Bank of America, N.A.
Commercial Banking
625 North Flagler Drive
West Palm Beach, FL 33401
Ladies and Gentlemen:
You are hereby requested, authorized and directed to fund the Loan in the amount of
$S,OOO,OOO.00underthe LoanAgreemern dated September 13, 2002betweenyouandus intl� following
matmuier:
1. Please pay our bond counsel fees and e�enses in the amount of $5,000.00 as
follows:
Moyle, Flanigan, Katz, Raymond & Sheehan, P.A
Bank of America Account Number: 1600160212
Credit Account: Moyle, Flanigan, Katz, Raymond & Sheehan, P.A.,
Firm Account
2. Please payyour attorney's legalfees and expenses inthe amourn of$2,500.00 by crediting
their Bank of America, N.A. account.
3. Please pay offall outstanding principal and interest on our (obligor #4049073) obligation
#299.
4. Please credit the balance, $ to us as follows:
Dated as of September 13,2002
VII.,LAGE OF TEQUESTA, FLORIDA
By:
Its: Finance Director
c:�..zo2ar,�au �ioEm 5
�
VII.LAGE OF TEQUESTA, FLORIDA
PRONIISSORY NOTE, SEPTEMBER 13, 2002
Issuer
Village of Tequesta (561) 575-6205
PO Box 3273 Fax: (561) 575-6203
250 Tequesta Drive
Tequesta, Florida 33469-0273
JoAnn Forsythe E-mail: jforsythe@tequesta.org
Finance Director
Mary Wolcott
Town Clerk E-mail: cocowlnt@aol.com
Issuer's Counsel
Jones, Foster, Johnston & Stubbs, P.A.
505 So. Flagler IDrive, 11�' fl.
West Pa1m Beach, Florida 33401-3475
John C. "Sk�p" Randolph, Esq. (561) 659-3000
Fax: (561) 832-1454
e-mail: jrandolph@jones-foster.com
Bank
Vanessa Civalero (561) 838-2252
Vice President Fa�c: (561) 838-2325
Bank of America, N.A. e-mail: vanessa.civalero@bankofamerica.com
625 No. Flagler Drive, lOth fl.
West Palm Beach, FL 33401
Bank Counsel
Michael Posner (561) 842-3000
Ward, Damon, Posner & Gilbert Fax: (561) 842-3626
4420 Beacon Circle e-mail: mjposner@warddamon.com
West Palm Beach, FZ 33407
Bond Counsel
Mark E. Ra.ymond (561) 822-0380
Moyle, Flanigan, Katz, Fa.�: (561) 659-1789
Ra,ymond & Sheehan, P.A. e-mail: mraymond@moylelaw.com
625 North Flagler Drive, 9th fl.
West Palm Beach, FL 33401
C;�\911)41\R\nicrribnrinn T ist/11 wnA
MEMO
DATE: 9/ 12/02
TO: MAYOR/COUNCIL ��I
E
FROM: M.ARY WOLCOTT, VILLAGE CLERK
RE: EXTRA BACKUP FOR COUNCIL MEETING OF SEPTEMBER 12, 2002
Please find attached additional backup for item III. A. of the Amended Regulax Council Meeting
Agenda (a couple of changes were made, th�s information replaces the old information), and
additional backup for item VIII. D.
MEW
RESOLUTION NO a9 -oiio�
A ItE�OLUTION OF THE VI[.,LAGE COUNCIL OF THE VILLAGE OF TEQUESTA,
FLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE VILLAGE IN THE
PRINCIPAL AIVIOCTNT OF $5,000,000 TO FINANCE THE COST OF A NEW PUBLIC
SAFETY FACILiTY OF TFIE VILLAGE AND T(3 REFINANCE AN EXISTING NOTE
OF THE VII.LAGE INCURRED FOR SUCH PURPOSE; PROVIDING THAT SLICH
NOTE SH�LL NOT BE A GENERAL OBLIGATION OF T'F� VILLAGE BUT SHALL
BE PAYABLE ONLY FROM CERTAIN NON-AD VALOREM REVENUES AS
PROVIDED HEREII�1; PROV�ING FOR THE RIGHTS, SECURITIES, AND
IZEMEDTES FOR THE OWNER OF SUCH NO'I'E; PROVIDING FOI2. THE CREA°I'ION
OF CERTAIN FLJNI7S; MAKING CERTAIN COVENANTS ANI) AGREEiVIENTS IN
CONNECTION THERF.WIT`H; AND PROVIDING AN EFFECTIVE DATE.
BE I'I RESOLV�D BY THE VILLA .�'�rE COLTNCIL OF �'HE VJL,L,AC'aE OF TEQi,J'ESTA, FLORIDA,
THAT:
Section 1. Authoritv for this Resolution. This Resolution is adopted pursuant to the provisioa�s 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 pr.ovisions of law.
Section 2. Definitions. The following words and phrases shall have tt�e following meanings when
used herein:
"l�ct" means Abticle VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida
Statutes, the Charter of tTie issuer, and other applicabie provisions of law.
"Business Day" rneans any cl�y except any Satixrday or Sunday or d�y on which the Principal Office
of the Original Purchaser is closed.
"Clerk" mea�s the duiy appointed Village Clerk of t1�e Issuer, or any duly authorized deputy t�iereof.
°'Code" means the Internal Revenue Code of 1985, as amended, and any Treasury Regulations,
whether temporary, proposed or final, promulgated thereundea or applicable thereto.
"Cost means, with respect to the Project, all items of cost authorized by the Act.
"Designated Revenues" means any lawfWly available non ad valorem revenue strearn designated by
the Issuer by resolution of ttne Vitlage Council and acceptable to the Owner, as evidenced in vvritu�►� signed
by the Owner.
"Issuer" means the Village of Tequesta, Florida, a municipal corporation of the State of Flor�da.
"Loan Agreement°° means the agreement between tlb� Issuer and the Original Purchaser in the f�rm
attached hereta as Exhibit "B."
"Mayor" means t1�e Mayar of the Issuer, or in his or her absence or inability to act, tlie Vice-Mayor
of the Issuer.
"Non Act Valor�n Revenues'° rneans any �nnd al.l revenuas of the Issuer, other Yhan the Pubfic Service
T� Revenues or any Desz�nated R�evenues, which are not derivecd by the Issuer from its imposition, levy and
collection of ad valorern taxes on reai and personal property in the jurisdictin� of the Issuer, and wt�ich are
lawfiilly available for the payment of principal and interest on th� Na�te.
" NOtG�� means the Fromissory Not� of the Issuer authorized by Section 4 hereof.
"Original Purchaser" means Bank of Aanerica, N.A., its successoas and assigns.
"Owner°° or °'Owners" raieans th� P�rson or Persons in evhose name or names the Not� sha11 be
registered on the boolks of the Issuer kept for that purpose in aceordanee with �r�visions of tl�is Resoiution.
"Person" m�ans natural persons, firms, trusts, estates, associations, corporations, partnerships and
public bodies.
°°Fledged Revenues°' means (i) the Public Service Tax Revenues and (ii) ta the extent provfded in
Section 7 hareof, t.�e Non Ad Valmrem Revenues and (iii) any Desig�ated Revenues.
"Prsncapal Office" means, with respect to tlie Original Purchaser, the office located at b25 North
Flaglex Drive, 10�' Floor, West Palm Beach, Florida 33401, or such other office as the C}riiginal Purchaser may
designate tn the Issr�er in writing.
"Project°' means capital ex�enditures of the Issuer constituting costs of a new public safety facility
and includes refinancing of°the outstanding bala�ceofthe Issuer's $6,OOO,U00 Promissory Note, dated J�nuary
11, 2002.
"Pcxblic Service Tax Revenues° means all amounts received by the Issuer puxsuant to the tax (td�e
"Pubiic Service Tax") ievied on the purchase of electricity, metered natlu gas, liquified petroleuvn gas eitlier
metered or bottled, manufactured gas either metered or bottled and water service purchased witivn the
jurisdiction of the issuer pursuant to the autharity of Sectian 166.231, Florida Statutes or any successor
provision of law.
"Resolutio�" means this Resolutio�a, as amended and supplernented from tiane to tune.
"State" means the State vf Florida.
Section 3. Resolution to Constitute a Contract. In consideration of the purc.hase and acceptance
of the Note authorized to be issued hereunder by those who sha11 be the Owners thereof frorn tirne to time,
this Reso9ution shall constitute a contract between the Issuer and the Owners.
Seet�on 4. Authorization of Note. Subject and pursuaa�t to the prov;sions of this Itesolutaon, a s�ecial
obligation of the Issuer is hereby au�hori�ed to be issued under and secured by this Resolution, in the prencipaY
amount of $5,000,000, for the purpose of financing the Cost of the Project. Becau�e of the charac�eristies
of the Note, prevarling �aa�sket c�nditions, and additional savings to be realized from an expedatious sale of th�
Note, it is in the best interest of the Issuer to accept the offer of the Ori�gnaal Purchaser ta purchase tt�e Note
at a private negotiated sale. Arior to the issuance of the Nate the Issuer shall receiv� from the Original
Purchaser the disclosure statememt containing the informatic�n .required by Section 218.385, F�orida Statutes.
2
Section 5. Description of Note. The Note shall be dated the date of its executiom and delivery,
which shall be September 13, 2002 unless another date is agreed upan by the Mayor and the Original
Purchaser, and shall have such other teb and provisions, including the interest rate and maturity date, as
stated � the form of Note att�ched heret� as E�ibit A. The Nate is to be in the form set forth on E�chibit
A attached hereto. The I�ote shall be executed on behalf af the Issuer vvith the manual signature of the
Mayor and shall hava irnpressed thereon the afficia] seal of the Issuer, and be attested with the manual
signature of the Clerk, and the said Mayor and Clerk are he�eby authorized to execute and attest to the Note
on behalf mf the Issuer.
Secti�n 6. Reg_istrat�on and Exchang;e of Note; Persons Tr.eated as Owners. The Note is initially
registered to the Original Purchaser. So long as the Note sha11 remain unpaid, the Issuer will keep books for
the regis9ration and transfer of the Not,�. The Note shall be transferable only upon such registration books.
The Person in whose name the Nate shall be registered shall be deemed and regarded as the absolute
owner thereof for a.Il purposes, and payment of principal and interest on the Note shall be made onIy to or
upon the written order of the �wner. Ali 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.
5ection 7. Pavment of Principal and Interest; Limited Obfi�ation: Additional Debt. The Issuer
promises that it will pmmptly pay the principal of and interest on the Note at the place, on the dates and iaa
the maxvaer provided therein according to the true intent and meaning hereof and th�reof, provided that tl�e
principal of and interest on the Note is payable from the Pledged Revenues as hereinafter described, and
nothing in the Nate or in this Resolution shali be construed as pledging any other funds or assets of the �ssuer
to such payment. The Issuer is not and shall not be liable for the payment of t.�e prir�cipal of and interest on
the Note or for the perfarmance of any pledge, obligataon or agreement undertaken by Issuer from any
property other than the Pledged Itevenues as hereinafter described. 1Vo �wner of the Note shall have any
right to resort to legal or equitable action to require ox compel the Issuer ta rnaice any payment required
hereby or by the Note except from the Pledged Revenues as hereinafter described.
The Issuer hereby grants a pledge af and lien upon the Public Service Tax Revenues atad any
Designated Revenues to secure its obligations hereunder, under the Note and under the Loan Agreement.
The Issuer covenants that, so long as the Note sha11 remain unpaid, it will appropriate in its annual
budget and by amendment, if required, from Non Ad Valorem Revenues in each fiscal ye�r, amounts
su�cient, together with the other Pledged Revenues, to pay the principal of and interest on the Note as the
same shall become due. In the event that the amount previously budgeted for such purpose is at any time
insufficient to pay principal and interest on the Note, the Issuer covenants to take immediate actian 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 serviee on the Note. Such covenants to budget and appropriate from N�n Ad
Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non Ad Valorean
Revenues suff cient to make all required payanents have been budgeted, appropriated and used to pay debt
service on the Note. The Issuer fiu�ther covenants tt�at the obligation of the Issuer to include the amaunt of
any principal and interest on the Note in each of its annual budgets or amendments thereto and to pay such
defiGiencies from Non Ad Valorem Revenues so long as the I<Iote is outstandmg are entered into for the
benefit of the Owners and may be enforced by them in any court of competent jurisdicti�n.
Notwithstanding the Foregoang covenants, the Issuer does not covenas�t to maintain any services or
progr��ns now p�ovided or mairattained �y the Issuex which generaxe Nom Ad V�lorem Itevenues.
3
Such covenant to budget and apprapriate does not create any tien upon or pledge of sucta Non Ad
Valorem Revenues nor does it preclude the Issuer from pledging in the future its Non Acl VaJox�,m Revenues
to indebtedness other than the Note, nar does it require the Issuer to levy anc� co7lect any particular Non Ad
�'alorem Revenues, nor does it give the Owners a prior claim oxi t11e 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 ihe purposes a�nd in the ananner 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 an
the Issuer a positive duty to appropriate and budget, by amenchnent, if necessary, amounts sufficient to m�et
its obligations hereluader; subject, however, in all respects to the restrictions of Section 166.241(3), Florida
Statutes, which provides tha� the governing body of each municipality may not make appropriations for each
fiseal year which, �n any one year, which exceed tt�e amount to be received fxom taxatian or other revensze
sources and which makes it unlawfut for any officer of any anunicipal governm�nt to draw money from the
treasury except in ptusuants of an appropriation made by law.
The Issuer covenants that for so lang as the Note shall rernain unpaid, it will continue to irnpose trlae
Public Service Tax up to the maximum rate permi�ted by law, so as to produce Public Service Tax Revenues
in each fiscal year of the Issuer �vhich, together with any Designated Revenue received in such fiscal year
at least equal to the principai of and interest due on the Nate in such fiscal year.
The Borrower may incur additionai indebtedness payable from the Publac Service Tax Revenues and
any Designated Revenues and secured thereby on parity with the Note if, but only if, the amount af Public
Service Tax Revenues and any Designated Revenues received by the Issuer durang the most recently
concluded fisc�l year foa which audited financial statements of the Issuer are available were at least 150°10
of ttie ma�cimurn aanount of principal and interest scheduled to become due on the Note and any such
additional indebtedness in the then cu.rrent or any futuse fiscal year of the Issuer. In the event the Issuer
proposed to ancur aaiy additioa�al debt which beaa�s a variabl� rate of interest, if such indebtedness is to be
secured as aforesaid, the proceedings authorizing the issuance of such indebtedness must establish a
maximum interest rate which may be borne by such indebtedness, and in perfornvng th� calculation of the
maximum pr�ncepal and interest wliich �nay be due upon such additional indebtedness, such maxixnum interest
rate shall be used.
Section 8. Compliance with "I'a� Requirements. The Issuer hereby covenants and agrees, for the
benefit of the Owners from time to time mf the Note to coxnply with the requirements applicable to it
contained 'm Section 103 and Part N of Subchapter B of Chapter 1 of the Code to the extent necessary to
preserve the exclusion of interest on the No4e from gross income of the Owners for federal income tax
pduposes. Specifcally, without intending to limit in any way the generality of the foregoing, the Issue�
covenants and agrees:
(1) to pay to the United States of America from any legally available funds, at the ti�nes
required pursuant to Section 148(fj of the Code, the excess of the amount earned on all non-purpose
investments (as defined in Section 148(f�(6) of the Code) (other than investments attributed to an
excess described in this sentence) over the amount which would have been eamed if such
non-purpose investments w�re invested at a rate equal to the yield on the Note, plus any incom�
attributable to such exces� {tl�e '°Rebate t�mount");
(�) to maintain �nd retairi all records pertairiing to and to be respansible for �making or
causing to be made all deteanrinations and calculat,ions of th� IZebate Amout�t and required payments
oF the Rebate Aanount as shall be n�cessary to comply witli the C�de;
4
(3) 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
(4) t� 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.
The Issuer agrees that it will cooperate with the Owner at the written request of the Owner in
providing the Owner any evidence necessary to establish the continuing tax-exempt status of the Note.
Section 9. Loan Agreement. The Loan Agreement between the Issuer and the Original Purchaser
�► 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.
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.
Section 11. Limitation of Ri�hts. With the exception of any rights herein expressly conferred,
nothing expressed or menrioned 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
cla'vn under or with respect to tFris Resolution or any covenants, conditions and pmvisions 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. Destroved. Stolen or Lost. In case the Note shall become mutilated,
or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Ietote so
mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated bond, or in lieu of and
m substitution for the Note desixoyed, 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 13e Impairment of Contract. The Issuer covenants with the Owner of the Note that it will
not, without the written consent of the Owner of the Note, enact any ordinance or resolution which repeals,
impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note
hereunder.
Secfion 14. Remedies of Notehoider. Should the Issuer defauit in any obligation created by this
Resolution, the Loan Agreement or the Note, the Owner of the Note may, in addition to any other remedies
set forth in this Resolution, the Loan Agreement 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
5
under the Iaws of the State of Florida, or granted or contained in this Resolution, the Loan Agreement or the
Note and may enforce and compel the performance of all duties required by this Resolution, the Loan
Agreement or the Note or by any applicable statutes to be performed by the Issuer or by any officer thereof.
Section 15. ev ' it . If any provision of this Resolution shall be held or deemed to be or shall,
in fact, be illegal, inoperative or unenfarceable in any context, the same shail not affect any other provision
herein or render any other provision (or such provision in any other context) invalid, inoperative or
unenforceable to any extent whatever.
Section 16. Business Davs. In any case where the due date of interest on or principal of the Note
is not a Business Day, then payment of principal or interest need not be made on such date but may be made
on the next succeeding Business Day, provided that credit for payments made shall not be given until the
payment is actually received by the Owner. Credit for paytnents of principal and interest on the Note received
after 1:00 p.m. on a Business Day shall not be given until the next succeeding Business Day and interest shall
contim►e to accrue.
Section 17. Ap�licable Provisions of I,aw. This Resolution shall be govemed by and construed in
accordance with the laws of the State.
Section 1$. Rutes of Interpretarion. Unless expressly indicated otherwise, references to sections
or articles are to be construed as references to sections or articles of this instrument as originally executed.
Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent
words refer to this Resolution and not solely to the particular portion in which any such word is used.
Section 19. Captions. The captions and headings in this Resolurion are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution.
Section 20. Limited Liabilitv of Issuer. 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 consritute or give rise to
any personal or pecuniazy liability or charge against the general credit of the Issuer and 'm 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 20, however, sha11 relieve the Issuer from the observance and performance of the several covenants
and agreements on its part herein contained.
Section Z 1. Officers and Em�loyees of the Issuer xem�t from Personal Liabilit}�. No recourse
under or upon any obligation, covenant or agreement of this Resolution, the Note, ar 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 20, (b) that no personal
liability whatsoever shall attach to, or is or shall be incuned 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 'm this Resolution or implied therefrom, and (c) that any and all such
peisonal 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,
6
of the Issuer under or by reason of the obligations, covenants or agreements contained in this Resolution, or
irnplied 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 22. Autho�izations. The Mayoa 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 23, Section 265 Designation Note. The reasonably anticipated amount of tax-exempt
obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which have
been or will be issued by the Issuer during 2002 does not exceed $10,000,000 (for this purpose only
$4,400,535.17 principal amount of the Issuer's Promissory Note dated January 11, 2002 is counted against the
$10,000,000 limit). The Issuer hereby designates the Note as a"qualified tax-exempt obligation'° for purposes
of Section 265(b)(3)(B)(i) of the Code. The Issuer hereby covenants and agrees not to take any action or
to f'ail to take any action if such action or failure would cause the Note to no longer be a"qualified tax-exempt
obligation.'°
Sectfan 24e 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
its obligations hereunder.
Section 25. ealer. All resolutions or parts thereof in conflict herewith are hereby repealed.
Section 26. Effective Date. This Resoiution shall take effect immediately upon its adoption.
THE FOREGOING RESOLITTION 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
7
The Mayor thereupon declared the Itesalution duly passed and adopted this 12th day of September,
2002.
[SEAL] Mayor of Tequesta
ATTEST:
Village Clerk
8
EXHIBTT A
September 13, 2002 $5,000,000.00
VILLAGE OF TEQUESTA, FLORIDA
PROMISSORY NOTE
SERIES 2002B
KNOW ALL N1EN BY THESE PRESENTS that Village of Tequesta, Florida (the "Issuer°'), a
municipality of the State of Florida 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 Bank
or America, N.A. or registered assigns (hereinafter, the "Owner°'), the principal sum of $5,000,000.00 or such
tesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding
at the rate of 4.28% per annum (subject to adjustment as hereinafter provided) based upon a year of 360 days
consisting of twelve 30-day months.
Principal of and interest on this Note are payable in immediately available funds constituting lawful
money of the United States of America at such place as the Owner may designate to the Issuer.
Accrued interest hereon shall be paid monthly in arrears on the 13th day of each month, commencing
October 13, 2002, and the principal amount hereof, together with accrued interest thereon, shall be repaid in
239 equal monthly payments of principal and interest of �34;�4� 31 041.9�79 due and payable on October
13, 2002 and on the 13th day of each month thereafter, and the entire unpaid principal balance, together with
all accrued and unpaid interest hereon, shall be due and payable in fi�ll on September 13, 2022 (the "Maturity
I)ate"}.
AIl 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.
As used in this Note,
(1) "Code°' means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.
(2) "Determination of Ta�cability" shall mean interest on this Note is determined or
declared, by the Internal Revenue Service or a court of competent jurisdiction to be includable in the
gross income of the Owner for federal income taac purposes under the Code.
Upon the occurrence of a Determination of Taxability, the interest rate on this Note shall be adjusted
to a rate equal to 154% of the interest rate otherwise borne hereby (the "Adjusted Interest Rate'°) calculated
on the basis of a 360 day year consisting of twelve 30-day months, as of and from the date such
Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the
Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand
by the Owner) hereon pay to the Owner, or any former Owner, as may be appropriately allocated, an amount
equal to the sum of (1) the difference between (A) the total interest that would have accrued on this Note
at the Adjusted Interest Rate from the Accrual Date to the date of the Detemlination of Taxability, and (B)
the actual interest paid by the Issuer on this Note from the Accrual Date to the date of Deterniination of
Taxability, and (2) any interest and penalties required to be paid as a result of any additional State of Florida
and federal income taxes imposed upon such Owner and/or former Owner arising as a result of such
Deternzination of Taxability, and (ri) from and after the Date of the Determination of T�ability, this Note shall
continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be
applicable with respect to tlus Note. This adjustment shall survive payment of this Note until such time as
the federal statute of limitations under which the interest on this Note could be declared taxable under the
Code shall have expired.
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. If a prepayment is made, then there shall be a prepayment fee. The prepayment fee shall be in
an amount, if any, sufficient to compensate the Owner for any loss, cost or expense incurred by it as a result
of the prepayment, including any loss of anticipated profats and any loss or expense arising from the liquidation
or re-employment of funds obtained by it to maintain the credit or from fees payable to terminate the deposits
from which such funds were obtained. The Issuer shall also pay any customary administrative fees charged
by the Owner in connection with the foregoing. For purposes of this paragraph, the Owner shall be deemed
ta have funded the loan evidenced by this Note by a rxiatching deposit or other borrowing in the applicable
interbank market, whether or not the loan was in fact so funded.
Upon the occurrence of an Event of Default (as defined in the Loan Agreement} then the Owner may
declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default
and acceleration, the Issuer shall also be obligated to pay (but only from the Pledged Revenues) 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 o.r hereafter
exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection
or relief from the automatic stay. If any payment hereunder is not made within ten (10) days after it is due,
� then the Issuer shall also be obligated to pay as a part of the indebtedness evidenced by tlus Note a late
payment fee in the amount of 5% csf delinquent payment, which late payment shail be due and payable
irrunediately.
Interest at the lesser of 12% per annum or the maximum ]awful rate per annum shall be payable on
the entire principai balance owing hereunder from and after the occurrence of and during the continuation
of a default described in the preceding paragraph, urespective of a declaratian of maturity.
The Issuer to the extent pemutted by law hereby waives presentment, demand, protest and notice of
dishonor.
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 PAY4BLE
SOLELY FROM 'THE MONEYS AND SOURCES PLEDGED THEREFOR. NETTHER THE FAITH
AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSU`ER, THE STATE OF
FLORIDA OR ANY POLITICAL SUBDIV ISION TI�REOF IS PLEDGED TO THE PAYMF,NT O�'
T�IE PRINCIl'AL OF OR 1NTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.
This Note is issued pursuant to a Resolution duly adopted by the Issuer on September 12, 2002, as from
time to time arnended and supplemented (herein referred to as the "Resolution"), and a Loan Agreement,
dated of even date herewith between the Issuer and the Owner (the "Loan Agreement°') and is subject to all
the terms and conditions of the Resolution and Loan Agreement. All terms, conditions and provisions of the
Resolution and Loan Agreement are by this reference thereto incorporated herein as a part of this Note.
2
Terms used herein in capitalized farm and not otherwise defined herein shall have the meanings ascribed
thereto in the Resolution.
This Note �s payabie solely from and is secured by a lien upon and pledge of the "Pledged Revenues"
as described in the Loan Agreernent. Natwithstanding any other provision of this Note, the Issuer is not and
shall not be liable for the payment of the principal of and interest on this Note or otherwise monetarily liable
in connection herewith from any property other than the Pledged Revenues.
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 'm due time, form and manner as required by law, and that the
issuance of this Note is in full compliance dvith and does not exceed or violate any constitutional or statutory
limitataon.
IN WITNESS WHEREOF, Village of Tequesta, Florida has caused this Note to be executed in its
name by the manual signature of its Mayor this 13th day of September, 2002.
[SEAL] Mayor of Tequesta
ATTEST: By�------------------------------
B
Village Clerk
3
EXHIBIT B
LOAN AGREEMENT
This LOAN AGRF,EMENT (the "Agreement°') is made and entered into as of September 13, 2002,
by and between the Village of Tequesta, Florida, a municipal coiporation of the State of Florida (the "Issuer"),
and Bank of America, N.A., a national banking association, and its successors and assigns (the "Bank");
WHEREAS, the Village Council of the Issuer did on September 12, 2002, adopt a Resolution (the
"Note Resolution°') authorizing the borrowing by the Issuer of $5,000,000, and autharizing the execurion and
delivery by the Issuer of a promissory note (herein, the "Note") to evidence such borrowing for the purpose
of providing funds, together with other funds of the Issuer to finance the Costs of Project (hereinafter
defined), to refmance the Refinanced Note (hereinafter defined) and pay costs of issuing the Note; 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 AGREB as follows:
ARTICLE I
DEFINI"1'ION OF TERMS
Section 1.01 Defmitions. The words and terms used in this Agreement shall have the meanings
as set forth in the Note Resolution and 'm the recitals above, unless otherwise defined herein. Unless the
context shall otherwise require, the following words and terms as used in this Agreement sha11 have the
following meanings:
"Agreement" shall mean this Loan Agreement and any and all modifications, alterations, amendments
and supplements hereto made in accordance with the provisions hereof.
"Event of Default" shall mean an event of default specified in Article VI of this Agreement.
"Loan" shall mean the outstanding principal amount of the Note issued hereunder.
"Loan Documents" sha11 mean this Agreement, the Note, the Note Resolution, and �11 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 Interpretation. Unless the context clearly requires otherwise, words of masculine
gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number and vice
versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes
set forth herein and to sustain the validity hereof.
Sectian 1.03 Titles and Headin�s. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience of reference only and ar� not to be considered a part hereof,
shall not m any way modify or restrict any of'the terms and provisions hereof, and shall not be considered or
given any effect in consiruing 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 Powers of Issuer. 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 condit�ons of
the Note and this Agreement on its part to be performed and observed. The Issuer may lawfully issue the
Note.
Section 2.02 Authorization of Loan. The Issuer has and had, as the case may be, full legai right,
power, and authority to adopt the Note Resalution 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
deIivery of the Nate to the Bank provided for � this Agreement and to that end the Issuer warrants that it
will take a(1 action and will do all things which it is authorized by law 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
chdy adopted the Note Resolution and authorized the execution, delivery, and performance of the Note and
the Loan Agreement and the taking of any and al! other such action as may be required on the part of the
Issuer to carry out, give effect to and cons�unmate 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 entitlecl to the benefits and security of the Note Resolution and this Agreement. All
approvals, eonsents, and orders of and filings with any governmental authority or agency which would
constitute a cozadition 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 A,greements. The making and perfornung 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.
2
Section 2.04 Litigation. Etc. There are no actions or proceedings pending against the Issuer or
affecting the Issuer which, either in any case ar in the aggregate, might result in any material adverse change
in the financial candition 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.
ARTICLE III
COVENANTS OF THE ISSUER
Section 3.01 Affirmative 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 aaay duty or
obligation af the Issuer hereunder or under any of the other Loan Documents remains unpaid or unperformed,
as follows:
a. Pavment. The Issuer covenants that it shall duly and punctually pay 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 Proceeds. The Issuer covenants that the proceeds from the Note will be used anly
for Costs of the Project or ta pay interest due under the Note.
c. Notice of Defaults. The Issuea 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 Banlc 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 shal! be provided to the Bank in no event later
than 210 days afler the last day of the subject fiscal year and, if earlier, within forty-five (45) days after such
audited year end financial statements are received by the Issuer. Additionally, the Issuer will provide the
Bank with its annual operating budget when accepted and approved by the Village Council of the Issuer.
e. Maintenance of Existence. The Issuer covenants that it will take all reasonable legal action
within its control in order to maintain its existence until all arnounts due and owing from the Issuer to the Bank
under the Loan Documents have been paid in fuil.
f. Records. The Issuer agrees that any and all records of the Issuer with respect to the Project
and/or the I,oan Documents shall be open to inspection by the Bank or its representatives at all reasonable
times at the offices of the Issuer.
3
Section 3.02 Neg:ative Cavenants. 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 repeai the Note Resoiution, or take any action impairing
the authority thereby or hereby given with respect to the issuance and payment of the Note, without prior
written approval of the Noteholder.
Section 3.03 Tax Covenants.
(a) In order to maintain the exclusion from gross income for purposes of federal income taxation
of interest on the Note, the Issuer sha11 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 pmvisions 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
Y�le 10 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.
(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 sha11 survive the payment of the Note and the
interest thereon, including any payment or defeasance thereof.
Section 3.04. Miscellaneous Covenants and Representations.
(a) The Issuer shall not loan money or make advances or other extensions of credit to other
persons or entities except agencies of the Issuer.
(b) The Issuer sha11 not create or pernut any mortgage or lien on any of its assets without the
prior written consent of the Bank, which consent will not be unreasonably withheld.
(c) The Issuer shall not dispose of any of its assets other than in the ord'anary course of business.
(d) The Issuer shall promptly inform the Bank of any actual or potential contingent liabilities or
pending or threatened litigation of any amount that could reasonably be expected to have a material and
adverse effect upon the fmancial condition of the Issuer.
(e) The Issuer shaii maintain such liability, casualty and other insurance as is reasonabie and
prudent for similarly situated municipalities of the State and shall upon the request of the Bank, provide
evidence of such coverage to the Bank.
(� The Issuer is, to the best of its knowledge in compliance with, and the Issuer shall comply
with all applicable federal, state and local laws and regulatory requirements the violation of which could
reasonably be expected to have a material and adverse effect upon the fmancial condition of the Issuer.
4
(g) In the event the Note or this Agreement should be subject to the excise taac on documents
or the intangible personal properiy tax of the State, the Issuer shall pay such taxes or reimburse the Bank for
any such taxes paid by it.
(h) For so long as the Note shall be Outstanding, the Issuer shall main a banking relationship with
the Bank.
Section 3.05. Automatic Payment Procedure. The Issuer hereby authorizes the Bank to
automatically deduct from the Issuer's account with the Bank numbered 47800004798 or such successor
account as may be designated by the Issuer the amount of any payment due from the Issuer to the Bank
under the Loan Documents. If the funds in the account are insufficient to cover any payment, the Bank shall
not be obligated to advance funds to cover the payment. At any time and for any reason, the Issuer or the
Bank may voluntarily terminate the automatic payments provided for herein by written notice delivered to the
other.
ARTICLE IV
CONDTTIONS 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 watranties 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 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, sha11 have occurred and be continuing at such time.
Section 4.03 Delivery_ 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�orting Documents. 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 bankniptcy exceptions and the like).
(b) The opinion of Moyle, Flanigan, Katz, 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 a11 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.
5
(c) A certified copy of the Note IZesolution; and
(d) Such additional supporting docurnents as the Ban� may reasonably request.
ARTICLE V
'TEiE LOAN; ISSL��i.'S OBLIGATION; THE NOTE
S�ction 5.01 The I.oan. The Bank hereby agree� to loan to the Issuea the arnount of
$5,000,000.00 to provide funds to finance ce�tain of the Costs of the Project upon the terms and conditions
set forth in the Note Itasolution and in this Agreement. The Issuer agrees to borrow and agrees to repay the
amoiint of $S,OOO,Q00.00 upon the terms and cond'ations set forth in this Agreement.
Section 5.02 Note Not to be Indebtedness of the Issuer or Siate. The Note, when delivered by
the Issuer pursuant to the terms of this Agreement, shall not be or constitute a gs�eral obligation or
nidebtedness 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 s�bligation
payable sol�ly as herein provided. No Noteholder shali ever have the right to compel the exercise of the ad
valprem taxing power of the Issuea to pay the Note or tkie 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 os chaage
against the general credit of the Issuex, and in th� evant of a breach of any agreemen�, covenant, or
representation, no personal or pecuniary liability or charge payable directly or indirectly f'rom the general
revenues of the Issuer shalfl arise therefrom.
Section 5.03 The Note. To evidence the Loan, the Issuer shall issue and deliver to the Bank the
Note in the foriat attached to the Note I�esolution.
ARTI�LE VI
EVENTS OP DEFAULT
Section 6.01 �eneral. An °'Event of Default" shall be deemed to have occur�°ed eander this
Agreement if:
(a) The Issuer sha.11 default in any payment of the princapal of, premium, .if any, or the interest
on the Loan when and as the same shall become due and payable, whether by maturity, by accel�ration at
the discretion of the Bank as provided for in Section 6.02, or otherwise; or
(b) the Issuer shall default in the performanc� of or compliance with any term or cc�venant
contained in the Loan Documents, other than a term or covenant a default in the performance of �,vhich or
noncompliance with which is else�vhere specifically dealt with and for which a remedy is specifically provided
herein, which default or non-complia�ce shall continue and not be cured within tlairty (30) days after (i) r�otice
thereof to the Issuer by the Bank; or (ii) the Bank is not�fied of such noncompiiance or should have been so
noti�ec! piirsuant to th� provisions of Section 3.01(c) of Article III of this �greegnent, whiclaever is earli�r;
or
6
(c) any representation or warranty made in writing by ar on behalf oP the Issuer or in any Loan
I)ocument shall prove to have been false or incorrect in ar�y material respect on the date made or reaffirmed;
or
(d) The Issuer admits in writing its inability �o pay it� debts generally as they become due or files
a petition in bankr°uptcy or rnakes an assignment for the benefit of its creditors or consents to the appointanent
of a rec�iver or trustee for itself; or
(e) The Issuer is adjudged insolvent by a couuct 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 entered
by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiv�r or trustee of
the Issuer or of the whole or any part of its property, and 'af the aforesaid adjudicatimns, orders, judgments or
d�crees shall �aot be vacated or set aside or stayed within nniety (90) days from th� date of entry thereof, or
(� The Issuer shall file a petition or answer seeking reorganization ox any arrangement under
t1�e federal bankiuptcy laws or any o�her applicable law or statute of the Uniteci States of America or the
State of Florida; or
(g) Under the provisions of any other law for the a°elief or aad 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,
aaid such custody or control shall not be temvnated witlnin ninety (90) days from the date of assumption of
such cu�tady or control; or
(h) The Issuer shall default in the due and piu�ctual payment or peaformance of covenants undea
any obligation for the repayment of money.
Section 6.02 Effect of Event of Default.
(a} General. Upon tlae occurrence of any Event of Default, subject to the provisions of the Note
Resolution, the Noteholder 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 Noteholder shall be under no duty or obligatian to do so.
(b) Acceleration. Ottter Remedies. Immediately and without notice, upon the occuare�ace of any
Event of Defaixlt, the Noteholder may declare all obligations of the Issuer utader the Loan Documents to be
immediately due and payable without further action of any kind and upon such declarataon the Note and the
interest accrued thereon shall become immed'aately due and payable and no further Advances shall be required
to be made by the Noteholder. Upon such declaration, tl�e Noteholder may also seek enforcement of and
exercise all remeclies available ta it under the Note Resolutaon, the Act and any other applicable law.
ARTIGLE VII
NIISCELLANEOUS
Section 7.01 Ielo Waiver; Cumulative Remedies. No failure or delay on the part of the Bank in
exercising any right, power, remedy hereunder, or under the Note or other Loan Documents shall operate as
a waiver of the Bank's rights, powers and remedies hereunder, nor shall aaay single or partiai exercise of any
such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right,
7
power or remedy her�under or thereurader. The remedies herein and therein prc�vzded are cumuiative and
nmt exc4usive of any remedies provided by law or ira equity.
Sec�imn 7.02 Amendments, Changes car Modificatibns to the A,�reement. This Agreertient shaLl
not be amended, changed or modified without the prior written consent �f (i) thhe Bandc (provided the Bank
is a holdex of a portion of the principal of the Note) or the NoteteoPders of at least fifty-one percent (51�/0) in
aggregate principal amount of the Note and (ri) the Issuer. The Issuer agrees to pay all of the Bank"s costs
and reasoziable attomeys' fees in�urred pn connection with modifying and/or amending this �greem�t at the
Issu�r's request or behest, including costs and reasonable attorneys fe�s incurred in connection with any
propased mQdification or amendmeaat requested by the Issuer, even i#'the �ank does not agree ta the sasne.
Section 7.03 Costs and Expenses. The Issuer agrees to pay the Bank°s counsel a fee of $2,500.00
in �onnection with the preparation, executioa� a�d delivery af this Agreeanent, the Note and the Loara. The
Issuer shal! pay ali costs and expenses it incurs in connection with the prepararion, execution aa�d delivery of
the Agreement, the Note and the i,oan and �ny other d4euments �hat may be prepared ar delivered in
connectiun wit1� t�us Agreement.
Section 7.04 Counterparts. This Agree�nent may be executed in any number of counterparts, each
of which, when so executed and delivered, shall be an araginal; but such counterparts shal6 togeth�r co�stitute
but one and the same Agreement, and, an making proof of this Agreement, it shall nat be necessary to produce
or account for more than one such counterpart.
S�ction 7.05 Severabil�a If any clause, provision or section of this Agreement shall be held illegal
or invalid by any court, the invalsdity of such clause, proviszon or section shall not affect arby ott�er provrsions
or sections hereof, and this Agre�rnent shall be c�nstrued and enfarced to tt�e end that the tran�actioaas
contennplated hereby be effected and the obligations contemplated hereby be �nforced, as if such illega9 �r
invalid clause, provis�on or secCion had not been conta�ed herein.
Se�tion 7.06 Term of A_greement. Bxcept as otherwis� speci�ed °aa� this Agreeaai�nt, tlus
Agreement and all representatians, rvarranties, covenants and agreer►aents cantained herein ox made in w�itiaag
by the Issuer in connection herewith shall be in full force and effect from the date hereof and shall cantnnue
ir� effect as long as the Note is outstanding.
Section 7.07 Notices. All n�tices, requests, demands and other comxnunications w}nich a��
required or anay be given under this Agreernent shall be in writing and shall be deemed to have been duly
given when reeeived af personally delivered; when transmitted if transmitted by telecopy, electronic telept�one
line facsimile transmission or other similar electronic or digitai ixansmission method (provided custoanary
evidence of reeeipt is obtained)y the day after it is sent, if sent by avemight cornrnon carsier serti°ic�; ansl five
days af�er it as sent, if mailed, certified maii, return receapt requ�sted, postage prepaid. In �acla case notace
sball be ser►t to:
If to the Issuer: JoAnn Fursythe
Finance Director
Village of Tequ�sta
PO Box 3273
250 Tequesta Drive
Tequesta, Florida 33469-0273
8
If to the Bank; Vanessa Civalero
Vice President
Barilc of Amexica, N.A.
625 No. Flagler Drive, 10th El.
West Palm Beach, FL 33401
�vith a copy to: Michael Posner
Ward, Damon & Posner
4420 Beacon Circle
Wast Palm Beach, FL 33407
or to such other address as either party may have specified 'm vvriting to the other using the procedures
specified above in this Article VII, Section 7.07.
Section 7.08 Apbli�able Law. This Agreement, and each of ttae Loan Docurnents and transactions
contemplated iaerein, sh�il be construed pursuant to and governed by the substantive laws �f the State of
Florida.
�ection 7.09 B�ndin�* Effect: Assig,nment. This Agreement sha11 be binding upon and iaiure to tl�e
benefit of the successors in interest and permitted a�signs of the parties. The Issuer shall have no rights to
assign a�y of their rigt�ts or obligations hereunder without the prior wtitten consent of the Ba�tic.
Section 7,10 Con ict. Ia1 the event any conflict arises between the terms of this Agreemea�t and
the terms of any other Loan Document, the Bank shall have the option of selecting which conditions shali
govern the loau relationship evidenced by this Agreeme.nt and, if the Bank does not so indicate, th� terrns of
this Agreeaaient shall govem in atl instaa�ces of such confdict.
Section 7.11 No Tkurd Party Beneficiaries. It is the intent and agreement of the parties hereto
that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have
any rights or privileges hereunder.
Section 7.12 Attarnevs Fees. To the extent legally permissibie, the Issuer and the Bank agree
that m any suit, action or proceeding brought in connection with this Agreement, the Note, or the Nate
Resolution (including any trial(s), appeal(s)), or bankruptcy proceedings), tlae prevailing party shall be entitled
to recover reasonable costs and attomeys' fees from the other party.
Section 7.13 Entire Agreement. Except as othenvise expressly provided, this Agreement and the
other Loan Documents embody the entire agreement and understanding between the parties hereto a�d
supersede all prior agreements and uriderstasid'uags relating to the subject matter hereof.
Sectioaa 7.14 Further Assurances. The parties to this Agreement will execute and deliver, or
cause to be executed and delivered, such additional or further docdunents, agreements or inshuments ar�d shall
cooperate with one another in all respects, for the purpose of carrying out the lransactions contemplated by
tivs Agreement.
Section 7.15 incarporation bv Reference. All of the ternas �nd obligations of the Note Resolution
are hereby incorparated herein by ref�rence as if safd Note Resoiution vvas fully set forth in tlais Agreement.
9
Section 7.16 Arbitration and Waiver of J�ry TriaL This Section 7.16 conceins the resolution of
any controversies or claims between the Issuer and the Bank, whettier arising in contract, tort or by statute,
that arise out of or relate to: (i) tta�s Agreement (including any renewals, extensions or modifications); or (�i)
any doceament related to this 1�greement, including the Note and the Note Resolution (collectively a°°Claim
At the rec�uest of the Issuer or the Bank, any Claim shall be resolved by binding arbitration in
accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Arbitration Act"), The Arbitration
Act wall apply even though this Agreement provides that it is governed by the law of a specified state.
Arbitration proceedings will be deterinined in accordance with the Arbitration Act, the rules and
procedure� for the arbitration of financial services s�sputes of J,A.�VI.S./Endispute or any successor thereof
("J.A.M.S.°'), and the terms of this Section 7.16. In the event of any inconsistency, the terms of this
para�raph shall control.
The arbitra�ion shall be adiavnistered by J.A.M.S. and conducted in West Palrr� Beach, Florida. All
Claams sha11 be deternzined by one a�bitrator; however, if Claims exceed $5,000,000, upon the request of any
party, the Claims shall be decided by three arbilxators. AIl arbitration hearings shall commence with,ir► 90 days
of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s)
shall be issued within 30 days of the �lose of the hearing. However, the aabitratoa(s), upon a slaowing of good
cause, may extend the commencernent of the hearing for up to an additiona160 days. The arbitrator(s) shall
provide a concise written statement of reasons for the award. The arbitration award xnay be submitted to
any court having jurisdiction to be confumed and enforced.
The arbitratox(s) will have the authority to decide whether any Claim is barred by the statut� of
lirrutatians and, if so, to dismiss the arbitration on that basis. For puaposes of the application of the statute of
limitations, the service on J.1�.M.5. under applicable 7.A.M.S, nzles of a notice of Claim is the equivalent of
the �ling of a lawsuit. Any dispute concerning this arbitration provisaon or whether a Claim is arbitrable shall
be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the
terms of this Agreement.
This Section 7.16 does not limit the right �of the Issuer or the Bank to: (i) exereise self-help remedaes,
such as but nat limited to, setoff; (ri) iraitiate judicial or nonjudicial foreclosure against any real or perso�aa!
property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain
an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointrnent of a receiver,
or adclirional or supplementary remedies.
By agreeing to bind'uag arbitratian, the parties irrevocably and voluntarily waive any right ttaey may
have to a trial by jury in respect of any Claim. Furthermore, without iv►tending in any way to iimit this
Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive
any right they may have to a trial by jury in respect of such Claim. This provision is a material inducega2�nt
for the parties entering into this Agreement.
No provision in tlus Agreement or in the Loan Documents regarding submission to jurisdiction and/or
venue m any court is intended or sha11 be construed to be �a derogation of the provisions of this Agreement
or in any Loan Document for arbitration of any controversy or claim.
10
IN WITNESS WHERE�F, tlae parties have executed this Agreement to be effective belween theYn
as of the Date of Execution set forth below.
VILLAGE OF TEQUESTA, FLOIZIDA
(SEAi,) BY �----------------------
Title: Mayor
$ y� --------- -----------------------
Title: Clerk
Date of Execution:
5epteinber 13, 2002
BANK OF .�11�+IERICA, N.A.
B y�---- — --- --
Title: Vice President
Date of Execution:
September 13, 2002
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