HomeMy WebLinkAboutDocumentation_Regular_Tab 11A_01/14/1999,' ^~~~
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Memo
~ To Village Council
From Thomas G. Bradford, Village Manager /
Date/Time I /8/99, 5:09PM
Subject Proposed Nations Bank Line of Credit; Agenda Item
``~F~
O On January 7th, the Finance and Administration Committee of the
Village Council recommended that Tequesta secure a Line of Credit
for $5 million. The terms offered by Nations Bank, are as follows:
I) 3 years interest only payments
2) Floating interest rate @ 60% of the Nations Bank prime rate
` which calculates to a current rate of 4.91 %.
3) $6,000 bank fee
4) No prepayment penahy
The three year proposal fits nicely with Tequesta's plans for the
central business district. After three years the loan will revert to an
amortaation schedule requiring principal and interest payments to be
made. Since the length of the term will more than likely be less than
that to be secured from a revenue bond issue, it should be Tequesta's
plan to convert the debt to a 30 year revenue bond.
In this regard, attached hereto, please find:
t) Resolution authorizing the issuance of the Note a
2) The Promissory Note
3) Loan Agreement
4) An updated list of the projects anticipated to be funded from the
• line of credit.
c,.
It is recommended that the Village Council approve the attached
Resolution to enable the Village to move forward with the projects Post Office Box 3273
indicated in the attached updated list.
Tequesta, R
33469-0273
TGB\WordPro\Line of Gredie, Aga~da (561 } 575-6200
(561}575-6203 Fax
JAN. -08' 94~FR1) 02:29 MOYLE, FLANIGAN, ET AL TEL:561 659 1189 P. 002
RESOLUTION NO.
A RESOI.,UTION OF THE VILLAGE COUNCII. OF THE VILI.AGI3 OF TF.QUFSTA,
PLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE Y1LL.AGE IN TI3I;
PRINCIPAL AMOUNT QI~ $S,DOO,OOD TO FINANCE THE COST OF CAPITAL PROJECTS
OF THE VILLAGE ANU TO REFINANCE AN 1/ICISTINC.r NOTE OF THE VILI.AGB;
PROVIDING THAT Si]CH NOTE SHALL NOT 1~E A GI;NFRAL OBLIGATION OF THE
VII.LAGI; BUT SHALL BE PAYABLE ONLY FROM APPROPRIATED FUNDS AS
PROVIAED HEREIN; PROVIDING FOR THYr RIGHTS, SECLTRTTIFS, AND REMI~pIl~S FOR
THE OWNER OF SUCH NOTE; PROVIDING FOR THE CREATION OF CERTAIN FUNDS;
MAKTNG CERTAIN COVENANTS AND AGREEMENTS I1V CONNECTION THEREWITH;
AND PROVIDING AN 1JFFECTIVE DATE.
li> IT RESOLVED BY THE VII.LAG>r COUNCIL OF THE VILLAGE OF TEQUESTA. FLORIDA,
THAT:
Section 1. AuthoriiX~nr this Resolution. This Resolution is adopted pursuant to the provisions
of Article VIII, Section 2 of the Constitution of the Start of Florida, Chapter 166, Florida Statutes, the
Charter of the Village of Tequesta, Florida, and other applicable provisions of law.
Section 2. FZefiuitioas. The following words and phrases shall have the following meanings when
used herein:
"Act" means Article Yiii, Section 2 of the Constitution of the State of Florida, Chapter 166,
Florida Statutes, the Charter of the Tssuer, and other applicable provisions of law.
"Business Day" means any day except any Saturday or Sunday ar day on which the Principal
Office of the Original Purchaser is closed.
"Clerk" mesas the duly appointed Village Clerk of the Issuer, or any duly authorized deputy
thereof.
"Code" tneaAS the Internal Revenue Code of 1986, as amended, and any Treasury Regulations,
whether temporary, proposed or final, promulgared thereunder or applicable thereto.
"Cost" means, with respect to the Project, all items of cost authorized by the Act.
"Issuer" means the Village of Tequesta, Florida, a municipal corporation of the State of Florida.
"Loan Agreemeru" 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.
JAN. -08' 99~FR1~ 02:29 MOYLE, FLANIGAN, ET AL
TEL:561 659 1189 P. 003
"Non Ac! Valorem Revenues" means any and all revenues of the Issuer which are not derived by
the Issuer from its imposition. levy and collection of ad valorem taxes on real and personal property in the
jurisdiction of the Issuer.
"Note" means the Note of the Issuer authorized by Section'} hereof.
"Original Purchaser" means Nationspank, N.A.. its successors and assigns.
"Owner" means the Persou or Persons in whose name or flames the Note shat! be registered on the
hooks of the Issuer kept for that propose in accordance with provisions of this lEtesolutiou.
"Person" means natural persons, firths, trusts, estates, associations. corporations, partnerships and
public bodies.
"Principal Office" means, with respect to the Original Purchaser, the office located at 625 North
Flagler Drive, IOih Floor, West Palm Beach, Florida 33401, or such other office as the Original Purchaser
may designate to the Issuer in writing.
"Projec[" means various capital projec[s of the issuer and includes refinancing the Issuer's
Promissory Note dated October 10, 1997 in the amount of not exceeding 51,000,000.00.
"Resolution" means this Resolutiou, pursuant to which the Note is authorized to be issued,
including any Supplemental Resolutions adopted pursuant to Section 10 hereof.
"State" means the State of Florida.
"Supplemental Resolution" means any resolution supplemetrtal to this Resolution adopted by the
lssuer in accordance with Section 10 hereof.
Sectiop 3. Ilesolution_ttz.Copsatute aContract. In consideration of the purchase and accepgnce
of the Note authorized to be issued hereunder by those who shall be the Owners thereof from time to time,
this Resolution shalt constitute a contract between the Issuer and the Owners.
Sectinp a, Attthniization_of.lyore, Subject dad pursuant to the provisions of this Resolution, a
special obligation of tine Issuer is hereby authorized to be issued under and secured by this Resolution, in
the principal amount of no[ exceeding X5,000,000, far the purpose of financing the Cost of the Project.
l3eeause of the characteristics of the Note, prevailing market conditions, dad additional savings to be
realized from an expeditious sale of the Note. it is in the best interes[ 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 disclosgte statement containing the information
required by Section 218.385. Florida Statutes.
SeetiQA S. I~scripuan of.hintc. The Note shall be dated the date of its execution and delivery,
which shall be January 15, 1999 unless another date is agreed upon by the Mayor and the Original
Purchaser, and shall have such other terms and provisions, including the interest rate and maturity date,
as slated in the farm of Note attached hereto as Exhibit A. The Note is co be in the form set forth on
Z
JAN.,-08' 99(FRf) 02:30 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 004
)Jxhibit 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
tpaaual 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. $egi.~atio~sod.Fxchange~f~lote;~erSnnsTreated ac nyy~s. The Note is initiaAy
registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuec will keep books
for the registration apd transfer of die Note. The Note shall be transferable only upon such registration
books.
The Person in whose game the Note shall be registered shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of principal and interest on the Nate shall be made
only to or upon the writtep order of the Owper_ Aq such payments shall be valid and effectual to satisfy
and discharge qte liability upon such Note to the extent of the sum or sums so paid.
Sectu-a 7, Rayneru of P.rincipal_Bnd_Intetest; Iamited_Qhligatiop. The Issuer promises that it will
protnpdy pay the principal of, premium, if any, and interest on the Note at the place, ot! the dates and in
the mapper provided dterein according to the true intent and meaning hereof and thereof, provided that the
principal of, premium, if any, and interest on ilia Note is payable lxopt the Nan Ad Vaiorerp Revenues as
hereinafter described, and nothipg in the Note ar in this Resolution shall be construed as pledging any other
fupds or assets of the .issuer to such payment. The Issuer is not and shall not be liable for the payment of
the principal of, premium, if any, anti interest on the Note or for the perfortnartce of any pledge, obligation
or agreement utuiertaken by Issuer from any property other than the Non Ad Valorem Revenues as
hereinafter described. Na Uwner of the Note shall have any right w resort to legal or equitable action to
require or compel the Issuer to make any payment required hereby or by the Note except from the Non
Ad Valorem Revenues as hereinafter described.
The Issuer covenants that, so long as the Note shall remain unpaid, it will appropriate iq its annual
budget and by amendment, if required, from Non Ad Valorem Revenues lawftttly available in each fiscal
year, amounts sufficient w pay the principal of, premium, if any, and interest on the Note as the same shall
become due. In the event that the amount previously budgeted for such purpose is at anytime insufficient
to pay principal, premium, if any, and interest on the Note, the Issuer covenants to take immediate action
to amend the budget for such fiscal year so as to budget and appropriate an amount sufficient from Nop
Ad Valorem Revenues uo pay such Beat service on the Note. Such covenants to budget and appropriate
from Non Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such
Non Ad Valorem Revenues sufficient to make ail required payments have been budgeted, appropriated and
used to pay debt service op the Note. The Issuer further covenants that the obligation of the Issuer to
include the amount of any principal, premium, if any, and interest an tlu Note iu each of its annual budgets
or amendments thereto and to pay such deficiencies from Non Ad Valorem Kevenues so long as the Note
is outstanding are entered into for the benefit of fire Owners and may be enforced by them in any court of
competent jurisdiction.
Notwithstanding the foregoing covenants, the issuer does not covenant [o maintain any services
or programs paw provided or maintained by the Issuer which generate Non Ad Valorem Revenues other
than such services and programs which are essential for public purposes affecting the health, welfare and
safety of the inhabitants of U,e Issuer.
JAN. -08' 99(FRI- 02:30 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 005
Such covenant to budget and appropriate do not create any lien upon or pledge of such Non Ad
Valorem Revenues nor does it preclude the Issuer from pledging in the future its Non Ad Valorem
Revenues, nor does it require the Issuer to levy and collect airy particular Non Ad Valorem Revenues, por
does it give the Owners a prior claim on the Non Ad Valorem Revenues as opposed it> claims of general
creditors of the Issuer. However, the covenants to budget and appropriate in its general annual budget or
amendments thereto far the purposes and in the manner stated herein shall have the effect of making
available for payt~nt of the Note the Non Ad Valorem Revenues of the Issuer, apd of placing on the Issuer
a positive duty to appropriate and budget, by amendment, iF necessary. amounts suflic'tent to meet its
obligations hereuader; subject, however, in all respects to the restrictions of Section 16b.241(3), Florida
Statutes, wha~h provides that the governing body of each municipality may not make appropriations for
each fiscal year which, in any one year, wllicn exceed the amount to be received from taxation or other
revenue sources aad which makes it unlawful far atry officer of any municipal government to draw money
from the treasury except in pursuants of an appropriation made by law.
Stxtipp 8. Compliance wiqulretnents. The Issuer hereby covenants and agrees, for the
benefit of the Owners from time to time of the 1Vote, to comply with the requirements applicable to is
contained in Section 103 and Pan iV of Subchapter B of Chapter 1 of the Code W the extent necessary m
preserve the exclusion of interest on the Note from gross income for federal income tax purposes.
Specifically, without intending W limit in any way the generality of the foregoing, the Issuer covenants and
agrees:
(1) to refrain from using proceeds of the Nvte in a utanner that would cause the Note
m be classified as a private activity bond under Section 141(a) of the Cade; and
(2) to refrain from taking any action or omitting to take any action if such action or
omission would cause the Note to become an arbitrage bond under Section 103(b) and Section 148
of the Code.
The issuer understands that the foregoing covenants impose continuing obligations on the Issuer to
comply with the requirements of Section 103 and Part IV of Subchapter H of Chapter 1 of the Coda so long
as such requirements are applicable.
SectioA 9. Loan.ggreetnent;~raws. The Loan Agreement between the issuer aad the Original
Pue~ctta~r in substantially the form attached hereto as Exhibit S 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 t}te Mayor and Clerk arc authorized and directed to execute the same
on behalf of the Issuer, and when executed, the Laan Agreement shad cons[tntte a part of this Resolution
the same as if set farrh herein in its entirety.
The Mayor, Village Manager and/or the Finance Director of the Issuer are authorized to request
Advances (as defined in the Y-~oan Agreement) in the amounts and at tithes sufficient to pay the Cost of the
Project and/or to pay interest on the Note.
Sectlou 10, Amendment, This Resolution shall not be modified or amended in any respect
subsequent to the issuance of the Note except with the written consent of the Owner of the Note.
4
JAN. -08' 99 (FR1) 02:30 MOYLE, FLANIGAN, ET AL TEL: 561 659 1789 P. 006
Sectiiott 11. Limitation of Right, yV;~ ~e exception of any rights herein expressly conferred,
nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall
be construed w give to any Person other than the Issuer and the Owner any legal ar equitable right, remedy
or claim under or with respect to this Resolution or any covenants. conditions and provisions herein
contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be
and being for the sole and exclusive benefit of die Issuer and the Owner.
Seatioa IZ. Mote Mutitated.~estroyed, Stalen.ozi.ost. In case the Note shall become mutilated,
or be destroyed, stolen or lost. the Issuer shall issue anti deliver a new Noce of like tenor as the Note so
mutilated, destroyed, stolen or lost, iA exchange and in substitution for such mutilated bond, ar in lieu of
and in substitution for dtc 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 die Issuer
may incur. The Note so surrendered shall be conceited.
Section 1t3. i airrne2nf Cnnrraa, The issuer covenants with the Owner of the Note that it will
trot, without the written consent of the Owner of the Nate, enact any ordinance or resolution which repeals,
impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note
hereunder.
Section 14. Budget and Pinanciallnformation. The Issuer shall provide the Owner of the Note with
a copy of its annual budget and such other financial information regarding the issuer as the Owner of the
Note may reasonably request, The Issuer hereby covenants that it shall prampdy give written notice to the
Owner of the Note of any litigation or proceeding which if deterntined adversely to the Issuec would
adversely affect the security for the payment of the Note.
Section 15. Remedies of Nntehnider_ Should the Issuer default IA any obligation created by this
Resolution or tfte Note, the Owner of the Note may, in addition to any other remedies set forth in this
Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any
court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of
Florida, or granted or contained in this Resolution. and may enforce and compel the performance of all
duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any
officer thereaF.
Section 16. Severability. Tf any provision of this Resolution shall be held or deemed to be or
shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other
provision herein or render any other provision (or such provision in any other context} invalid, inoperative
or unenforceable to any extent whatever.
Seeti4a 17. Attsitless~ys. Tn any case where the due date of interest on or principal of the Note
is not a Business laay, then payment of principal or interest need not be made oa such date but may be
made on the next succeeding Business pay, provided that credit for payments made shall ,wt be biven until
the payment is actually received by the Owner.
Section lA. Applicable.PrnYisiuns of..l.aut. This Resolution shall he governed by and construed
is accordance with the laws of the State.
5
JAN._ 08' 99 (FRl) 02:31 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 007
Section 19. R~-S of In~~ietatlOn. Unless expressly indicated otherwise, references to sections
or articles are to be construed as references to sections ar 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.
Sectiioa 20. Captions. The captions and headings in this Resolution are for convenience only
and in no way defuse, limit or describe the scope or intent of any provisions or sections of this Resolution.
Section 21. Limited i,iahilin-~suer. Except as provided itt Section 7, it is hereby expressly
made a condition of this Resolution and of the Noce that any agreements or representationsherein or therein
contained or contained in the documents and instruments executed in connection therewith do not and shall
never constitute or give rise to any personal or pecuniary liability or charge against the genera] credit of
the Issuer and in the event of a breach of any agt~eement, covenan[ or representation, no personal or
pecuniary liability or charge payable directty or indirectly from the general revenues of the Issuer shall
arise therefrom. Nothing contained in this Section ~1. however, shall relieve the Issuer from the
observance and performance of the severs! covenants and agreements on its part herein contained.
SCCtiOn 2Z. UffiC.ers and.F.mplay .s of . ie~fer ~,gP,mpt from Perso~I.j,~ty, NO recourse
under or upon any obligation, covenant or agreement of this Resolution, the Nare, or the Loan Agreement
or for any claim based thereon or otherwise in respect thereof, shall be had against any Councilmember
of the Issuer, or any officer, agent or employee, as such. of the Issuer past, present or future, either
directly or through the Issuer whether by virtue of any constitution, stature or rule of law, or by the
enforcement of any assessment or penalty or othetwise, it being expressly understood (a) that the obligation
of the Issuer under this Resolution is solely a corporate one, limited as provided in the preceding
Section 21, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the
Councilmtmber 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 ar implied
therefrom, and {c) that any and all such personal liability, either at common law or in equity or by
constitution or statute, of, and say 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 of by reason of the
obligations, covenants or agreements contained in thib Resolution, or implied therefrom, are waived and
released as a conditio> of, and as a consideration for, the execution of this Resolution sad the issuartee of
the Note on the part of the Issuer.
Sectlot123. The Mayor and any Councilmember, and such other officials and
employees of the Issuer as may be designated by the Mayor are each designated as agents of the Issuer in
conneccio~n 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, doptutents, and contracts on behalf
of the Issuer that arc necessary or desirable in connection with the executioA and delivery of the Note, and
which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution.
Seetioq 24. Strtiott2b5 p.~,signatinn Note. The reasonably anticipated amount of tax-exempt
obligations (other than obligations described in Clause (ii) of Section 2ti5(b}(3)(C) of the Code) which have
been or will be issued by the Issuer during 1999 does not exceed S10,OQD,000. The Issuer hereby
designates the Note as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3)(I3)(i.) of tilt:
b
JAN. -08' 99~FR1- 02:31 MOYLE, FLANIGAN, ET AL
TEL:561 654 1789 P. 008
Code. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such
acdan or failure would cause the No[e to no longer be a "qualified tax-exempt obligation."
Section 2S. Outer Indebtedness. Subject to Section 7 hereof, the Issuer tray ac any time or from
time to tithe issue evidence of indebtedness that is payable in whole or in part out of the Nnn Ad Valorem
Revenues, and which may be secured by a pledge of atry of the Non Ad Valorem Revenues, provided that
the Issuer will not issue any such indebteduess if it would adversely affect the ability of the Issuer to meet
its obligations hereunder.
Secttop 26. Bepaialet. All resolutions or parts thereof in conflict herewith are hereby repealed.
Sectiop 2?. Effectiye_Date. This Resolution shall take effect immediately upon its adoption.
TIIE FOREGOING RESOLUTION was offered by Councilmember ,
who moved its adoption. The motion was seconded by Coupcihttember ,
and upon being put tQ a vote. the vote was as follows:
Fo_~owrrpN
AGAIDiST AAOPTIQN
The Mayor thereupon declared the Resolution duly passed and adopted this 14th day of
January, 19~~.
[SEAL]
Mayor of Tequesta
ATTEST:
Village Clerk
a:~e1nS~Kagi).wpa 7
JAN. -08' 991FR1) 02:31 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 009
Ianuary 1S, 1999 $5,000,000.00
VILLAGIi OF TEQU1~STA, FLORIDA
PROMISSORY N4Tl's
KNOW AI.L MEN 13Y THESE PRESENTS dray Village of Tequesta, Florida (the "Issuer"}, a
iYiunicipa) corporation created and existing pursuant to the Constitution acid the laws of the State of Florida.
for value received, pmnuses to pay from the sources hereinafter provided, w the order of Nationsaaak,
N_A. or registered assigns (hereinafter, the "Owner"), the principal sum of $5,000,000.00, or such lesser
aruotrnt as may be advanced pursuant to the .Loan Agreement (hereinafter defined) together with interest
an the principal balance outstanding at the race per annum of 6096 of the rate announced from time to tune
by Nations8ank, N.A. as its "Prime Rate" based upon a year of 3ti0 days for the acnraI number of days
elapsed (the "Initial Rate"): such rate of interest being subject to further adjustment as described below.
Principal of, premium, if any, and interest on this Note are payable in lawful ttwney of the United
States of America at such place as the Owner may designate to the Issuer in writing, in the following
manner_
Accrued interes[ shall be payable on the first day of each month, beginning March 1, 1999. The
entire unpaid principal balance, together with all accrued and unpaid interest thereon, shall be due and
payable in full on February 1, 2002.
If any date for the payrnen[ of principal and interest hereon shall fall on a day which is not a
Business Day (as defined in the Rzsotution (hereinafter defined)) the payment due on such date shall be due
on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment
until it is actually made.
For purposes of this Note, "Prime Rate" shall mean the annual interest rate announced by
NationsBank, N.A. from time to time as its "Prime Rate" (which interest rate is only a benchmark, is
purely discretionary and is not necessarily the best or lowest interest rate charged borrowing customers of
Natiansl3ank, N.A.). In the event NationsHank, N.A. or its successor ceases to announce its "prime Rate,"
"Prime Rate" shall mean the prime rate reported in Tire ]Mall Street ]aurnal_
If for any reason the interest on this Note becomes includable is the gross income of the holder for
Federal income tax purposes (an "Event of Taxability"), the interest rate otherwise borne by this Note shall
be revised to a rate equal to 92.391; of the Pritne Rate adjusted daily on the date changes in the Prime Rate
are announced, effective from the earliest dare as of which the interest on this Noce was included in the
gross income of the holder for )Federal income cart purposes, in addition to the foregoing, the Issuer shall
pay any additions to tax, penalties and interest, and any arrears in interest imposed upon the holder on
account of an Event of Taxability. All such additiotwl interest, addttiotrs ro tax and penalties shall be paid
on the next interest payment date hereon after the holder shall have notified the Issuer in writing of the
existence of the liability and the amount thereof, and shall be in addition to all other interest payable on
such date.
JAN. -08' 99(FRl) 02:32 MOYLE, FLANIGAN, ET AL TEL:561 659 1784 P. 010
The principal of aad interest on this Note may be prepaid at the option of the Issuer in whole or in
part at any tune, and from any funds lawfully available for such purpose. AU 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. Thera shall be no prepayment premium.
In case of an Event of Default described in Section 6.01 of the Loan Agreement, the Uwner may
declare the entice debt then remaining unpaid bereltnder immediately due and payable; and in any such
Event of Default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness
evidenced by this Nate, 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 rWw or hereafter exist,
including specifically but without limitation, claims, disputes, and proceedutgs seeking adequate protection
or relief from the automatic stay. In the event any payment due hereunder is not made by the Issuer within
ten (1Q) days after the dye date thereof. tlhe Issuer shall also pay the Owner an amount equal to the greater
of $100.00 or 5% of the amount that was not paid on the due daft. such additional payment w be due and
payable immediately upon the expiration of the aforementioned 10th day.
The Issuer to the extent permitted by law hereby waives presentment, demand, prates[ and notice
of dishonor.
To the extent permitted by law, the Issuer, and by its acceptance of this Note, the holder hereof,
waive trial by jury in any litigation commenced by either in respect of hereof or of dha Resolution-
THIS NOTE AND THE INTEREST HEREON DOES NOT ANA SHALL NOT CONSTITUTE A
GTrNERAL INDFHTP.ANF.SS OF THE ISSUI?R WITHIN THE MEANING OF ANY
CONSTITUI'IONAI. PROVISION OR 5TATUTORY LIMITATION 8UT SHALL, HE PAYABLE
SOLELY FROM THE MONEYS AND SOURCES PROVIDED THEREFOR IN TIiF RESOLUTION
(HEREINAFTER DEFINED). NEITHER THE FAITII AND CREDIT NOR THE Ap VALOREM
TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SiJaAMSION
THEREOF IS PLEpG>~D TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, 1F ANY, OR
INTEREST ON THIS NUTS OR OTI:IER COSTS INCIDENTAL HERETO.
This Note is issued pursuant to Article VIII, Section 2 of the Constitution of the State of Florida,
Chapter 166. Florida Statutes, the Charter of the Yssuer and a Resolution duly adopted by the Issuer on
Janhtary 14, 1999, as from time [o lime amended and supplemented (herein referred [o as die
"Resolution"). and is subject to all the rams and conditions of the Resolution and of the I-oan Agreement
(as defined in the Resolution). All terms, ca~itions and provisions of the Resolution and Loan Agreement,
including without limitation remedies in the Event of Default, as defined in the Loan Agreement, arc by
this reference thereto incorporated herein as a part of this Note. This Note represents the entire authorized
issue of obligations of the Issuer pursuant to the Resolution. Terms used heceitt in capitalized form and
not otherwise defined herein shall have the meanings ascribed thereto in the Resolution and the Loan
Agreement. This Note is payable from certain Non Ad Valorem Revenues budgeted and appropriated
therefor, $s described in the Resolution. Notwithstanding any other provision of this Note, the Issuer is
not and shall not bt: liable for the payment of the principal of, premium, if any, and interest on this Note
or odterwise monetarily liable in connection herewith from any property other than the Non Ad Valorem
Revenues budgeted and appropriated therefor_
2
JAN, -08' 94(FRI) 02:32 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. Oll
This Note may be exchanged ox transferred by the pwner hereof but only upon the registration
hooks 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 titrte, form and rttauurer as required by law, and that the
issuance of this Note is in full compliance with and does not exceed or violate gay constitutiottal ar
statuWry limitation.
IN WITNESS WHIrR>rOF, the Village of Tequesta, Florida has caused this Note to pe executed in
its name by the manual signature of its Mayor and guested by the manual signature of its Village Clerk,
and its seal to be impressed hereon, all this 15'" day of January, 1999.
VILLAGE OF TEQIIESTA, FLORIpA
[SEAL.]
Attest:
Village Clerk
sy:
Mayor
JAN. -08' 99 (FRI - 02 ~ 32 MOYLE, FLANIGAN, ET AL
(Form for Tran9fer}
TEL~561 659 1789 P. 012
FOR VALUE RECEIVI;p, the undersigned hereby sells, assigns and eransfers unto
(Tax Identification or Social Security No. )the within Note of the Village of
Tequesta and all rights tgeceunder, and hereby irrevocably constitutes aqd appoints attorney to
transfer the within Note on the books for registration thereof, wiW full power of sp6stitution in the
premises.
Dated
Puu the presence of:
NOTIC!~: The signature to this assign-
ment must correspond with the time as it appears upon the
face of the within Note in every particular, without alteration
of enlargement or any change whatever.
r:u01+,~NoKsu.wpl q
JAN. -08' 99~FR1) 02:33 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 013
LOAN AGYZIrEMENT
This LOAN AGREEMENT (Ibe "Agreement") is made and entered into as of January 1S, 1999,
by and between the Village of Tequesta, Florida, a municipal corporation of the State of Florida, and its
successors and assigns (the "Issuer"), and Nations8ank, N.A., a national banking association, and its
successors acrd assigns (the "Bank");
WHEREAS. the Village Council of the I.gsuer did, on Jamcary 14, 1999, adopt a Resolution (the
"Note Resolution") authorizing the issuance of a promissory note of the Issuer in the aggregate principal
amount of not exceeding ~S,OtlO,t]00 (ta'rein the "Note") for the purpose of financugg certain of the Costs
of the Project (as defined isr the Note Resolution); and
WHEREAS, the Bank is willing to enter into this Agroetnent with the Issuer to provide the
financing for the Costs of the Project; and
WHEREAS, the Issuer hereby determines that it is desirable and in the best interest of the issuer
to enter into this Agreement whereby the Issuer may borrow up to gS,000,000 from the Hank far the
ptupo~e of financing the Costs of the project (the "Loan") and to evidence the repayment of such Lose by
du issuance and delivery of the Note to the Bank in the aggregate principal amount of dre Loan; and
WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note Resolution
and this Agreement; and
. WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Nate
Resohrtion.
NO'W, THEREFORE, the parties herew, intending to be legally boursJ hereby and in consideratiou
of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
AR'I'JCI.E I
Il>gFINITION OF TERMS
Section 1.01 >~efinidoag, 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 deficced herein, i7ttless the
context shall otherwise require, the following words and terms as used in this Agreement shall have the
following meanings:
"Advances" shalt mead a borrowing of money under the Note and pursuant w the terms of Section
5.04 hereof.
"Agreement" shall mean this Loau Agreement, dated as of January 15, 1999 by and between the
Issuer and the Hank and any and all modiFcations, alterations, amendments and supplements hereto made
in accordagce with the provisious hereof.
"Event of t)efault" shall taean an event of default specified in Arricle Vl of this Agreement.
"Loan" shall mean the outstanding principal aruount of the Note issued hereunder.
JAN. -OB' 99 (FRI) 02 ~ 33 MOYLE, FLANIGAN, ET AL
TEL~561 659 1789
"L.oan pacuments" shall mean this Agreement, the Note, the Note Resolupon, and a!l outer
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.
"Noceholder" shall mean the Bank as the holder of the Note, or nay other registered holder of the
P. 014
Nate.
Section 1.02 Intetp~crafiou. Unless the context clearly requires otherwise, words of masculine
gender shall be construed to include correlative words of the ferninitte and neuter genders and vice versa,
and words of the singular number shad be construed to include correlative words of the plural number and
vice versa.
This Agraemenc and all the terms and provisions hereof shall be construed to effectuate the
purposes set forth herein and to sustain the validity hereof.
Section 1.03 Titles .tied Headings. "The titles and headings of the articles and sections of this
Agreement have been inserted for convenience of reference only and are aot W be considered a part hereof,
shall not is any way modify or restrict any of the terms and provisions hereof, and shall not be considered
or given any effect in construing dtis Agreement or any provision hereof or in ascertaining intent, if any
question of intent should arise.
ARTICLE II
R~pRFSENTATIONS OF YSSUER
Subject to the Note Resolution, the Issuer represents and warrants to the nook chat:
Section 2.01 P.aYVers_nfjsstter. 'The Issuer is a municipal corporation duly organized and validly
existing under the laws of the State of Florida. Ttte 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 l~reby 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 obsen-ed. The issuer is
empowered to commence and prosecute the Project and all consents and approvals necessary for the
cantrnettcetttent and prasectttion of ttte Project have been or will be obtained and the Issuer may lawfully
issue the Note iu order to finance the cost of the Project and the interest thereon.
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 pocuments, 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 atnatnt provided for in this Agreement, the execution and delivery of this
Agreement, and the making and delivery of the Note to the Bank provided for in this Agreement and to
that end the Issuer warrants that it will take all action and will do all things which it is authorized by law
2
JAN. -08' 94IFR1) 02:33 MOYLE, FLANIGAN, ET AL TEL: 561 659 1789 P. 015
W take and to do in order to fulf#ll ali covenants on its part to be perfom~ed and to provide for and to assure
payment of the Note. The Issuer has duly adapted the Note Resolution and authorized the execution,
delivery, and performance of the Nate and the Loan Agreement and the taking of any and all other such
action as may be required on the part of the Tssuer to carry out. give effect to and consummate the
transactions contemplated by the Loan pacuments. 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 tenors 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
govermnental authority or agency which would etmstitute 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
Docutneuts 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 ~. The making and performiing by the Issuer of this Agreement will not
violate any provision of the Act, or any bond or note resolution of the Issuec, or any regulation. order or
decree of any court, and will not result in a breach of arty of the terms of any agreement or instrument to
which the Issuer is a parry or by which the Issuer is bound. The Loan Documents constitute legal, valid,
and binding obligations of the Issuer enforceable in accordance with their respective terms.
Section 2.04 l:itigation,~tc. There are no actions or proceedings pending against the Issuer or
affecting the Issuer which, either in any case or in the aggregate, might result in any material adverse
change in the financial condition of the Issuer, or which questions the validity of this Agreement, the Nate.
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
agreetttCnt ar other instrument to which it is a party or by which it may be bound_
Section 2.05 FiaattGial Infottttatiou. The ftnanciat information regarding the Issuer furnished
to the Bank by the Issuer in connection with obtaining the Loan is complete and accurate.
AR'Y'ICL>& IIY
COVENANTS OF Tlt~ IS5iTEit
Section 3.01 Affttmative_CavEnaius. Subject to the Note Resolution, the Issuer covenants, for
so long as any of the principal amount afar interest on the Note is outstanding and unpaid or any duty or
obligation of the Issuer hereunder or under any of the other Loan Aocumenrs remains unpaid or
unperformed, as follows:
a. Payment. 'I'he Issuer covenants that it shall duly and punctually pay from the Note
Payment >~nd, the principal of the Note and dte 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 QEPcoceeds. The Issuer covenants that the proceeds from the Note will be used only
for Costs of the Project or m pay intermit due under the Note.
3
JAN..-08' 99(FRl) 02:34 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 016
c. Notit~uf Defaults. The Isstter 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. waulQ constitute an l3vent of Default, and shall provide the
Bank with such written notice, a detailed statement by a responsible officer of tha Issuer of all relevant facts
and the action being taken ar proposed to be taken by the Issuer with respect thereto.
d, Fiaanr:iaLBeporxs- The Issuer will cause an audit to be completed of ins books and accounts
and shall furnish tea the Bank audited year end financial statements of the lssger certified by an independent
certified public accountant to the effect that such audit has been conducted iu accordance with generally
accepted auditing standards and stating whether such financial statements present fairly in all material
respects the financial position of the Issuer and the results of its operations and cash flows for the periods
covered by the audit report, all in conformity with generally accepted accounting principles applied on a
consistent basis. Such audited year end financial statements shall be provided to the )lank in no event later
than 180 days after the last day of the subject fiscal year and, if earlier, within forty-five (45) days after
such audited yea send ucreratin~ budget when accepted and appro ed by the Village tCouncil of the
the Hank wtth rt p
Issuer.
e ~prP..a ~P of .Yis[ertce_ The Issuer covenants that it will take all reasonable legal action
within its control in order to maintain its existence until all amounts due and owing from the Issuer to the
Rank under the Loan Documents have been paid in full.
f. Records. The Iss+rer agrees drat any and all records of the Issuer with respect to the Project
andlor the Loan Documents shall be open to inspectiou by the Bank or its representatives at all reasonable
times at the offices of the Issuer.
Section 3.02 I~uYC-Catitettant~- The Issuer covenants, for so long as any of the principal
amount of or interest on the Note is outstanding and unpaid or airy obligations of the Issuer under any of
the Loan pocuments remain unpaid or unperformed, that:
(a) The Issuer shall not alter, amend or repeal the Note Resolution, or take any action
impairing the authority thereby ar hereby given with respect to the issuance and payment of the Note,
without prior written approval of the IVoteholder.
Section 3.03 Tax CavEnants.
(a) In order co 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 fire Code applicable to
the Note. In furtherance of the covenant contained in the preceding sentence, the Issuer agrees to
continually comply with the provisions of the Certificate as to Arbitrage and Other Tax Matters to be
executed by the Issuer. at the time the Note is issued, as such certificate may be amended from time to tjme
(herein referred to as the "Tax Certificate").
(b} The Issuer shall not take or permit any action or fail to take any action which would cause
the Note ro be an "arbitrage bond" within the meaning of Section 148(a) of the Code.
4
JAN..-08' 99~FRI) 02:34 MOYLE, FLANIGAN, ET AL TEL:561 659 1189 P, 017
{c) Notwithstanding any ocher provision of the Note Resolution or this Agreement to die
cans-ary, so inng as i~cessary i~o order to maintain the exclusion from gross income of iaterest on ~ of the
for federal incotpe tax purposes, the covenants contained in this Section shall survive the paytne
Note and the interest thereon, including any payment or dcfeasance thereof.
ARTICLE IV
CONpTI'iQNS OF I.BNDiNG
The obligations of the Hank to lend hereunder are subject to the following conditions preeedeat:
Section 4.01 Representations_and~aanues- The representations and warranties set forth iri
the i.oan Documents are true and correct to the best of the Issuer's knowledge an and as of the date hereof
and on and as of the date of each Advance under the Note.
Section 4.0~ Na~efault. Ott the date hereof and on and as of the date of each Advance under
the Note, the Issuer shall be in compliance with alt the terms and provisions sec forth in the Loan
D~uments on its part to be observed or performed, and no Event of Default nor any event that, upon
notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be
continuing at such time.
Sectioa ~F.03 Dellverv of Iran Aocutnents_ All Loan pocuments in form and substance
acceptable to the sank shall have been executed and delivered to the Hanle.
Section 4.04 SuppnrtinP,-~.acu~~- On or prior to the dare hereof, the sank shall have
received the fallowing supporting documents, all of which shall be satisfactory in farm and substance to
the Bank:
(a) The opinion of the attorney for the Issuer regarding the due authorization. execution,
delivery, validity and enforceability of this Agreement, the Note and the due adoption of the Note
Resolution (enforceability may be subject to standard bankruptcy exceptions and the ltke).
(b) The opinion of Moyle, I7anigan, Katz, IColins, Raymond & Shaehan, P.A., regarding, yr
to the effect that, (i) the due authorization, execution, delivery, validity. and enforceability of the
Agreetent and the Note and the due adoption and enforceability of the Note Resolution (enforceability of
such instruments may be Subject to standard baakruptcy 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) thattthctnterteesis no~ Neatef t'ed , emp from all pres nt into Bible
meaning of Sectioa 57(a)(5) of the Code, ( )
persoaal property t~ces imposed by the State of Florida and (v) the Note is a "qualified tax-exempt
obligation" under Section 2b5 of the Cade.
(c) A certified copy of the Note Itesoludon; and
(d) Such additional supporting d~uments as the Bank may reasonably request.
JAN, ~ 08' 94 (FR I - 02 ~ 35 MOYLE, FLAN I GAN, ET AL TEL ~ 561 659 1789 P. 018
ARTICLE V
7'III; LOAN; ISSlJ1ER'S OBLIGATION; idESCRIP'!'ION AND
PAYMENx' TERMS; OPTIONAU PREPAYMENT; ADVANCES
Section 5.01 T2ae I,oaa- The sank hereby agrees w loan to the issuer the amount of up to
$5,000,000.00 to provide funds to finance certain of the Costs of the Project upon the terms and conditions
set forth in the Note Resolution and in this Agreement. The Issuer agrees to borrow and agtt:es to repay
the amount of up to $5.000,000.00 upon the terms and conditions set forth in this Agreement.
Section 5.02 Nat tol~indehtedness-of tltP I~~er or State_ The Note, when delivered by
the Issuer pursuant to the terms of this Agreement, shall not be or constitute a general obligation or
indebtedness of the Issuer, or the State of Florida, or any political subdivision of the State of Florida,
within the meaning of any Constitutiarwl, statutory or other litrtitation of indebtedness, but shall be special
obligation payable solely as herein provided. No Noteholder shall ever have the right to compel the
exercise of the ad valorem taxing power of the Tssuer ro pay the Note or the interest thereon, Noce of the
Loan Documents create a lien upon any facitilies of the Issuer. Any agreements or represenwtious herein
or contained in any Loan Aacument do pat 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 ar charge payable directly ar
indirectly from the general revenues of the Issuer shall arise therefrom.
Section 5.03 Tlte_Note_ To evidence the Loan, the issuer shall issue and deliver to the Bank the
Note in the form attached w the Note Resolution.
Section 5.04. Requisitiotts_for Adva~es;.and nthwr ~o~itial1s-
(a} The Issuer tray borrow from time w time up to the 55,000,000 represented by the Nate
by requesting Advances thereunder, provided that amounts borrowed under the Note may be repaid but
may not be reborrowed.
(b) Each request for an Advance tinder the Note, except for the Advance made on the date
hereof, must be made by the Issuer to the Bank by delivery oo the Batrk of the items described in subsection
(c) of this Section S.A4. The sank and the Issuer agree that the Bank has advanced m the Issuer as of this
date the sutra of $50,001.
(c) In connection with an Advance, the Bank shall not be obligated to advance any funds
pursuant to the Note and this Agreement unless at the date specified for the making thereof, the leer
delivers to the Bank:
(i) A written request for an Advance, executed by the Mayor, Village Manager or
Finance Director of the Issuer, indicating the amount of the Advance requested and the date on which such
Advance is to be made, stating that the representations and wanattties of the Issuer contained in Article
II of this Agreement are true and correct as of such date, and setting forth dte aggregate amount that will
be Qutstanding under the Note immediately after the Advance so requested and stating that no Event of
6
JAN. -08' 94~FRI) 02:35 MOYLE, FLANIGAN, ET AL TEL:561 654 1789 P. 014
Aefault has occurred; such written request must be delivered ro the Bank at least five (5) business days
prior co the date specified in the request for such Advance to be made.
ARTICLE VI
>~VENTS OF DBPAULT
Section 6,Q1 Geperal. An °Eveni of I)efault° 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 intetESt
on the I.oaa wben and as the same shat! become due and payable, whether by maturity, by acceleration
at tits discretion of the Bank as provided for in Section ti.t)2, or otherwise; or
(b) the Issuer shall default in the performance of or compliance with any tctm or covenant
contained in the loan pocutnetlts, other than a term or covenant a default in the performance of which or
noncompliance with which is elsewhere specifically dealt with and for which a remedy is specifically
provided herein, which default or non-compliance shall continue and not be cured within thirty (30) days
after (i) notice thereof to the Issuer by the Bank; or (ii) the Bank is notified of such nonearopliance or
should have been so notified pursuant to the provisions of Section 3.Oi{c) of Article III of this Agreement,
wbichever is earlier; ar
(c) any representation or warranty made in writing hY or on behalf of the Issuer ar in arty Loan
Docutuent shall prove to have been false or incorrect ir! any material respect on the date made or
reaffirmed; or
(d) The Issuer admits in writing its inability to pay its debts generally as they become due or
files a petition in bankruptcy or makes an assignment for the beneftt of its creditors or consents to the
appointment of a receiver ar trustee for itself; or
(e) The Issuer is adjudged insolvent by a court of competent jurisdiction, or it is adjudged $
bankrupt on a petition in banlmtptcy 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
(fj The Issuer shall file a petition or answer seeking reorganization or any arrangement under
tits federal bankruptcy laws or any other applicable law or statute of the United States of America or the
State of Florida; ar
(g) Under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdietiou shall aSSUtne custody or control of the Issuer or the whole or any substantial part
of its property, and such eustady or control shall not be terminated within ninety (90) days from the date
of assumption of such custody or control: or
7
JAN. -OB' 99~FR1- 02:35 MOYLE, FLANIGAN, ET AL TEL:561 659 1189 P. 020
(h) The Issuer shall default in the due and punctual payutent or perfotTttanee of covenani8
under any obligation for the repayment of money.
Section 6,02 >affect_o~Evenc~£Default.
(a) CteneraL Upon the occurrence of nay Event of Default, subject w the provisions of the
Noce Resolution, the Bank shall have and may exercise any or all of the rights set forth herein (which rights
are is addition to and not is lieu of any other rights the BaA1c may have under applicable law) provided,
however, the Hank shall be under ao duty or obligation to do so.
(b) 4ccelt:ratiott; QtherBemedies_ Immediately and without notice, upon the occurrence of
any ~SVent of pefault, the Bank may declare all obligations of the Issuer under the Loan Documents to be
immediately due and payable without further action of nay kind and upon such declaration the Note and
the interest accrued thereon shall become immediately due and payable and no fttrrher Advances shall be
required to be made by the Rank. Upon such declaration, the Bank may also seek enforeeutent of and
exercise all remedies available to it under the Note Resolution, the Act and any other applicable law.
ARTICLE VII
MISCHLLANEOUS
Section 7.01 No V~i~tcr; ~lm~~lativp Remedies. No failure oc delay on the part of the bank
in exercising nay right, power, remedy hereunder, ar under the Noce or other Loan Documents shall
operate as a waiver of the Rank's rights, powers and remedies hereunder, nor shall any single or partial
exercise of arty such tight, power or remedy preclude any other or further exercise thereof, or the exercise
of any odher right, power or retYtedy hereunder or thereunder. The remedies herein and therein provided
are cumulative and na exclusive of any rernedirs provided by law or in equity.
Section 7.02 Amendarenrs,_Chauges~r..>ielodifications~o tllC ~. 'I'hy~ Agreement shall
not be amended, changed or modified without the prior written consent of (i) the BaNc (provided the Bank
is a holder of a portion of the principal of the Note) or the Noteholders of at least fifty-one percent (5196)
in aggregate principal amount of the Note and (iii the Issuer_ The Issuer agrees w pay all of the Bank's
casts and reasonable attorneys' fees incurred in modifying and/or amending this Agreement at the Issuer's
request or behest.
Section 7.03 Co&ts~~xpenses_ The Issuer agrees to pay the Bank a fee of S4,t)00_~ in
connection with the preparation, execution and delivery of this Agreement, the Note and the Loan. The
Issuer ahali pay all costs and expenses it incurs in connection with the preparation, execution and delivery
of the Agreement, the Noce and the Loan and any other documents that may be prepared or delivered in
connection with this Agreement.
Section 7.04 Ctxtgtetgat#s_ 't'his Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be an original; but such counterparts shall together
constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.
JAN` -08' 99(FRI) 02:36 MOYLE, FLANIGAN, ET AL
TEL:561 659 1789
Section 7.05 Severabilit~ If any clause, provision or s~tion of this Agreetnettt shall be held
illegal or invalid by any co~ut, the invalidity of such clause, provision or section shall not affect any other
provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the
transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if
such illegal or invalid clause, provision or section had not been contained herein.
Section 7.06 T.~-nf Agreement. Bxcept as otherwise specified in this Agreetttent. this
Agreement and all representations, warranties, covenants and agreements contained herein or made is
writing by the Issuer in conntetion herewith shall be in full force and effect from the date hereof and shall
continue in effect as long as the Note is oatstandiug.
Section 7.07 Notices. AU notices, requests, demands and other camrrwnieations which are
required ar may be given under this Agreement shall be in writing and shall be deemed w have been duly
given when received if personally delivered; whey aansmitted if uanstnitted by telecapy, electronic
telephone line facsimile transmission or other similar electronic or digital tcanstnissian method (provided
customary evidence of receipt is obtained); the day after it is sent, if seta by overnight common carrier
service; and 5ve days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid.
In each case police shall be sent ta:
if to the Issuer: Tom Bradford, Village Manager
Village of Tequesta
FO Box 3273
357 Tequesta Drive
Tequesta, Florida 33469-0273
If w the Bank: Vanessa Grahm, Relationship Manager
Nationsl3ank, N.A.
t,25 No. Flagler Drive, 10'" fl.
West Pahn Beach, FI.33401
or to such other address as either party may have specified in writing to the outer using the procedures
specified above in this Art~le VII, Section 7.07.
Section 7.OB Appli~g~l ~~ This Agreement. and each of the Loan Docuuaruts and
transactions contemplated herein, shall be construed pursuant to and governed by the substantive laws of
the State of Florida.
Section 7.09 Bind~~~t; Assignment. This Agreement shall be binding upon and inure to
the benefit of the successors in interest and permitted assigns of the parties. The Issuer shall have na rights
to assign any of their rights or obligations hereunder without the prior written consent of the rink.
Section 7.10 ~ont]ict. In the event any conflict arises between ~ terms of this Agreement and
the terms of any other Loan Pocutttent. the Bata shall have the option of selecting which conditions shall
govern the loan relationship evidenced by this Agreement and, if the Bank does trot so indicate, the terms
of this Agreement shall govern in all instances of such conflict.
__ ~
P. 021
9
JAN. -08' 991FR1~ 02:36 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 022
Section 7.11 NQ ' s. !t 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 hercw shall have
any rishts or privileges beretutder_
Section 7.12 Cotnmitutcut.fe[ter Superseded_ To the extent any provision of This Agreement,
the Note, or the Note Resolution conflicts with a provision of the cotrunitment letter dated _,
as supplemented _. . the commitment letter shall be deemed to have been superseded
by such provisions of this Agreement. ttte Note or the Note Resolution, as the case may be.
Section 7.13 Attarneys_F~es. To ate extent legally permissible, the Issuer attd the Bank agree
that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Note
Resolution (it~ludiug any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys'
fees from the other parry.
SeCtiott 7.14 F•ililr~ AMrrmr_nt Except as otherwise expressly provided, this Agreement and
the other Loan 1]ocununtts embody the entire agreement and understanding between the parties hereto and
supersede all prior agreements and understandings relating to the subject matter hereof.
Section 7.15 Further AcsuraACes. The parties to this Agreement will execute and deliver, or
cause to be executed and delivered. such additional or further documents, agreeutettts or instruments and
shall cooperate with one another in all respects, for the purpose of carrying out the transactions
contemplated by this Agreement_
Section 7.I6 IACOtppratinn_by_$cpetepcp, All of the terms and obligations of the Note
Resolution are hereby incorporated her~cin by reference as if said Note Resoluton was fully set forth in this
Agreement.
Section 7.17 Waiver of I,~y..Trial. To the extent permitted by law, the Issuer and the sank
hereby waive trial by,jury in atry litigation commenced by either in respect hereof or of the Note or Nate
Resolution.
10
JAN. -08' 99~FR1) 02:36 MOYLE, FLANI~AN, ET AL
TEL:561 659 1789 P. 023
IN WTTNFSS WHERf/~F, the parties have executed this Agreemeu~ w be effective between them
as of the Date of Execution set Earth below.
VILLAGE OF T1rQUESTA, F1.ORIAA
(SEAL}
~y:
Title: Mayor
ay:
Title: Clerk
Aaoe of Execution:
January 15, 1949
NATIONSRANK, N.A.
ay:
Title: Relationship Manager
Iyate of Execution:
January 15, 1999
Cl:~wb+n5ltnu, esrt u.wr 11
VILLAGE OF TEQUESTA 1999 LETTER OF CREDIT PROJECTS
PROJECTS COST ESTIMATE
Tequesta Plaza Land for Village Hall or Cultural Facility $1,483,000
Tequesta Plaza Demolition $10Q,000
Tequesta Plaza New Road $100,000
Bridge Road Improvements $475,000
Fire-Rescue Living Quarters $1,043,100
Fire-Rescue Sitework/Utilities/Landscaping $85,500
Fire-Rescue Livin Quarters Furniture/Equipment $53,000
Demolition of Existing Fire-Rescue Garage $15,984
Payoff of Barnett Bank Letter of Credit $50,001
Sub-Total $3,405,585
FEES Sz C05TS
Architect ~ Engineering Fees X15% $280,888
Contingency ~ 10% $187,258
Issuance Costs $26,000
Sub-Total $494,146
Grand Total $3,899,731
Estimated Annual Interest Only Payrrients ~ 4.91% and 10 Year Amortization $190,954
General Fund Funds Available for Debt Service or Interest Only Payments $212,523
TGB\Lotus 123\1999 Letter of Credit