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HomeMy WebLinkAboutDocumentation_Regular_Tab 14K_04/08/1999it -~~_-. _~ ~:• . V Village of Tequesta Memo To: Thomas G. Bradford, Village Manager From: Comae Holloman, Finance Director ('~- ~~- Subject: Computer Hazdware and Software Financing Agreement Date: March 31, 1999 At the Mazch 4, 1999 Village Council muting, you received authorization to execute the applicable agrument for a lease purchase proposal with Fidelity Federal of Tequesta. The bank would prefer to offer an uncollateralized loan with a 4.25% interest rate for a term of five ycars. There is no difference between the conditions of the agreement, except the terminology, therefore I would like to recommend that we proceed with this financing option. The attached resolution would be the applicable agreement for this short-term loan. Mr. Randolph will be reviewing the documents for legal form and sufficiency. Supporting documentation attached. APR. -01' 99 (FRI) O1: 33 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 001 - MO'YLE, FI.ANIGAN, KATZ, I~OLINS, jaw7~MONA & SNir~HAN, P.A. ATTORNEYS AT LAW 625 North Flaglar Drive - 9'~ Floor Weat Palm Hooch, Florida 33401-4025 P.O. Box 3886 West Palm aeach. Florida 33402-3888 Telapb~e: (56I) 659-7500 I'acsittvle: (561) 659-1789 ~ p~p~s. Tallaltaseee~ FT, 1VGtac 8. &-YMOtrp (850) 661-3828 Aicect Litu: (861) 822-0380 Patin Aeacb ~ ~ ~rttag: tttrnytnond(a3moylelaw.wm (561) 625-6480 ,, • j Apri12, 1999 . i ~ Tam Bradford ` Caaaie I•Iollaman Joaaae ManganieAo ~. ; ? ~ . Skip kandolph ~ :, i; ]Ze: Fidelity Fodetal Loan~to ~'equcsta . =.,;h. `' ..;. , ~ •~ ~ ~. ~ ~CntleRleA: As some of you know atu~ some of you aze probably learning now. I aYp representing Fidelity Federal, which is making; a $108.000; loan to the Village for purpose of purchasing computer equipment. Attached is an initial ; daft of an authorizing resolntioA of the Village together with the f+otm of promissory note. The schedule currently calls for the Village to adopt flue resolution at its mecting,on Apti~ 8 wttb the closing tci fallow on April 9. The cote is payable from non ad valore~ha 'revenues of the Village budgeted and appropriated for that purpose. I amp not Platlaitig on attending the Council meeting on the 8th but will preparecl+asiug documents and circulate them fot~ your advance review. I would then expect to send sets ~f closing docgme~ats to Taim sa, that, he can have them signed on dle 8th to be followed by the closing on the 9th. k' ~ 4 t ~ ~ ~ APR. -02' 99(FRI) 01:34 MOYLE, FLANIGAN, ET AL TEL: 561 659 1769 P. 003 RESOLUTION No. -98/99 A RESOLUTION OF THE VILLAGI; COUNCIL OF TEQUESTA, FLORIDA; AUTHORIZDVG THE ISSUANCE OF A NOTE OF THE TOWN IN THE PRINCIPAL AMOUNT OF 5108,000 TO FINANCE THE ACQUISITION OF COMPUTER HARDWARE AND SOFTWARE; PROVIDING .THAT SUCH NOTE SHALL l8E A LYMITEp OIiLIGATiON OF THE VILLAGE PAYABLE FROM NON-AD VAIAREM 1tirYENYJES OF THE VII.L,AGE; PROVIDING FQIt THE RIGHTS, SFCURITIF.~S Al'VD REMEDIgS FOR THE OWNER OF SUCH NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWPt'H; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA. FLORIDA, THAT: ~eCt10A 1. Agthnrlty fQT lfii~ can ~ inn, This ResolutioII is adopted pursuant to the provisions of Article VIII, Sectioa 2 of the Constituting of the State of Florida, Chapter 166, Florida S'tatutcs, the Champ' of the Village of Tequesta, Florida, and other applicable provisions of law. Sedioa 2. I2e5nitions, The following wards and. phrases shall have the following u>ea<ungs when used herein: "Act" means Article VIII, Section 2 of the Constitution of the State of lh7orida, Chapter 166, Florida Statutes. the Charter of the Issuer, and other applicable provisions of law, "business Day" mans any day except any Saturday or Sunday or day oA 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 1985, as amended, and any Treasury Regulations, whether temporary, proposed or Baal, promulgated thereuAder or applicable thereto. "Issuer" mesas the Village of Tequestk, Florida, a municipal corporation of the State of Florida. "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice-Mayor of the Issuer. APR. -02' 99~FR1) 01:34 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 004 "Nan Ad Valorem Revemtes" means any and all revenues of the Issuer which are not derived by the Issuer from its imposition, levy and collection of ad valoreta taxes ou real and personal property in the jurisdiction of the Issuer and which are lawfully available for the payment of debt service ott the Note. "Note" means the Note of the Issuer authorized by Section 4 hereof. "Origins! Purchaser" means Fidelity .Federal Savings Ban1c of Florida. "Owner" means the Pusoq or Persons is whose name ar names the Note shall be registered oa the books of the Issuer kept foe that purpose is accordance with provisions of this Reeahttion. "Person" means natural persons, firms. trusts, estates, associations, corporations, partnerships and public bodice. "Principal Office" ttteans, with respect to the Original Purchaser, the office located at 218 Daatra Street, West Palm Beach, Florida 33401 or such other office as the Original Purchaser may designate to the ~ in writing. A "p'roject' means the acquisition of computer hardwaze and software. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any Supplemental Resolutions. "State" means the State of Florida. "Supplemental Resolution" means any resolution amcttdatory or supplemental t+o this Resolution adopted by the Issuer in accordance with Section 9 hereof. Section 3. R~~utinn to~onstitute a Coutrae~. Iu consideration of the puuchase and acceptance of the Note authorized w be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall consritute a contract between the Issuer and the Owners. Section 4. A rthnr~ri~u ~f Note. Subject and pe~rsuaut to the provisions of this Resolution, an obligation of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal amount of 5108,000, for the purpose of providing funds to pay for the Project. Because of the characteristics of the Note, prevailing tttarlcet conditioas, and additional savings to be realized from an expeditious sale of the Note, it is in the best interest of tho Issuer to accept the offer of the Qriginal Purchaser to purchase the Nate at a private negotiated salt. Prior to the issuance of the Nate the Issuer shall receive front the Original Purchaser the disclosure statement containing the iaformatiarc required by Sei:tion 21$.385, Florida Statutes. Seetida 5. IZescriptiauof_.lYnte. The Note shall be dated the date of its ex~tttion and delivery, which shall be Apri19, 1999 unless aaother date is agreed upon by the Mayor and the Original Purchaser, and shall bane such other terms and provisions, including the interest rate, 2 APR. -02' 99(FR1- 01:34 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 005 principal amount and mauuiry date, as stated in the form of Note attached hereto as Fatbibit A. The Note is to bs in substantially the form set forth on Exhibit A attached Leretn, together with such changes as tpay be approved by the Mayor, such approval to be conclusively evidenced by the Mayor's execution of the Note. The Note shall be caseated oA behalf of the Issuer with the taauual signature of the Mayor and shall have impressed thereon the official scat of the Issuer, and bs attested with the manual signature of the Clerk, and the said Mayor and Clerk arc hereby agthorized to execute and attest to the Note oa behalf of the Issuer. SeCtipp ~. ~rgiR~ratinn,~nri Fxc anne of No r~ p~ppg~~~ ~ OwneZ.s. ~~ NOtc IB initially registered to tlye Original Purchaser. So long as the Note shall remain unpaid, the Isspcr will keep books for the registration and transfer of the Note. Tice Note shall be transferable only upon such registration books. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for al) purposes, and payment of principal and interest on the Note shall be made ably to or upon the written order of the Owner. All such payments shall be valid sad effectual to satisfy and discharge the liability upon such Note to the extent of tlu: sum or sutras so P~d- s~Ctif1A ~. Pavmcnt of Pripcjpal.~j terect~ .imitey1.Q1411~SLipII. The Issuer promises that it will promPtlY P$Y the principal of and interest on the Note at the place, oti the dates and iA the manner provided therein according to the true intent and meaning hereof and thereof. NotwitbstandiAg any other provision hereof, the principal of and intrrest ou the Note shall be payable from and secured solely by the Non Ad Valorem Revenues. iA the manner hereinafter provided and the Owner shall Nava no recourse to any other assets of the Issuer for payment of = amounts due on the Note. The Issuer covet~annts that, so long as the Note shall remain unpaid, it will appropriate in its annual budget and by amendment, if required, from Non Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal of, premium, if any, and interest on the Note as the same shall become due. Ia the event that the amount previously budgeted for such purpose is at aoytutte insufficient to pay Principal, premium, if any, and interest om the Nate, the issuer covenants to take immediate action to amend the budget for such 5sca1 year so as to budget atxl appropriate an amount sufficient from Nos Ad Valorem Revenues to pay such debt service oa the Note. Such covenants to budget and appropriate from Non Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue umil such Non Ad Valorem Revenues suff dept to make all required payments have been budgeted, appropriated and used to pay debt service o» the Notc. The Yssuer funkier covenants that the obligation of the Issuer to include the amount of any principal, premium, if any, sad interest on tbs Note in each of its annual budgets or atneudments thereto and to ~y such deficiencies from Non Ad Valorem Revenues so long as the Note is outstanding are entered into fnr the benefit of the Owners and may be enforced by them iu any court of competent jurisdiction. 3 APR. -02' 99 (FR1~ O1 ~ 35 MOYLE, FLANIGAN, ET AL TEL.561 659 1789 P. 006 Notwithstanding the foregoing covenants, the Issuer does not covenant to maintain any services or programs stow provided or maintaitu:d by the Issuer which generate Noa Ad Valorem Revenues. Such covenant to budget and appropriate does not cre$te any lien epos or pledge of such Non Ad Valorem Revemtes nor does it preclude the Issuer from pledging in the future its Non Ad Valorem ILeveaues, nor does it require the [suer to levy and collect any particular Noa Ad Valorem Revenues, nor does it give the Owners a prior claim on the Non Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. However, the covenant to budget and appropriate in its gettr~al annual budget or amendloents thereto for the purposes and is the matuter stated herein shad have the. effect of making available for payment of the Note the Noa Ad Valorem Revemtes of the Issuer, and of placing oa the Issuer a positive dory to appropriate and budget, by amendttaent, if necessary, amounrs sufficient co meet its obligations berettader; subject,. however, in all respects to the restrictions of Section 166.241(3), Florida Statuta9, which provides that the governing body of cash autnicipality may not make appropriatiats for each fiscal year which. is any one year. which exceed the amount to be received from taxation or other revenue sources sad which makes it unlawful for any officer of any municipal govertm~nt to draw money from the treasury e~uoept is pursuaats of as appropriation made by law. Sectiatt B. Compliance with Tax R,equireunt*nts. The Issuer hereby covenants sad agrees, for the benefit of the Owners from tune to time of the Note, to comply with the requirements applicable to it coatait~d is Section lOri and Part 1V of Subchapter H 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 inteadittg to limit is any way the generality of the foregoing, the Issuer covenants sad agrees: (1) to refrain from using proceeds of the Note in a rrtattrter that would cause the Note to be classified as a private activity bond under Section 141(a) of Ibe Code; and (2) to refrain from taking say action or omitting to talcs any action if such action ar omission would cause the Note to become art arbitrage botW 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 5ectioa 1Q3 and Part IV of Subchapter ~ of Chapter 1 of the Cade so long as such requirements are applicable. Section 9. Atpendtneut. This Resolution shall not be modified or amended is any respect subsequent to the issuance of the Note except with the written consent of the Owner of the Note. Section 10. i.imiiatian af._Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to he implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer sad the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, 4 APR. -02' 99 (FRI - 01:35 MOYLE, FLANIGAN, ET AL TEL:561 659 1189 P. 007 conditions and provisions herein contained; this Resolution and aU of the covenants, conditions and provisions hereof being intended to be and being for the soli and exclusive benefit of the Issuer anti the Owner. Mina 11. Nn e ~ i ep~. Stolen or L.ost_ Ip case The Note shall became mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note. ortn lieu of and in substitution for the Note destroyed, stolen ar lost and upon the Owner furnishing the Issuer proof of ownership thereof anti indemnity reasoAably satisfactory to the Issuer and complying with such other rtieeasoaable regulations and conditions as the Issuer may Prescribe ~ paying such expenses as the Issuer may incur. The Note so surrendered shall be cancelled. Sediurr 12. Impairment of o tract The Issuer covenants with the Owner of the Notc that it twill 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 m the Owner of the Note hereunder. Section 13. Bl~dget.and F1nAt~cia_1 Infnrrr~hnn The Issuer shall provide ttur Owner of the Note with a copy of its annual budget anti of its atwual audited financial statements (each within thirty days of adoption or approval) and such other finat~ial information regarding tha Issuer as the Oaracr of the Note may reasonably roqucst. The issuer hereby covenants that it shall promptly give written notice to the Owner of the Note of say litigation or proceeding which if determined adversely to the Issuer would adversely affect the security for the payment of the Note, Section 14. . A. ~ntc of Dealt, Each of the following is hereby defined as and deciat~ed to be and shall constitute an "l~vent aF 17efault: " (i) If payment of the principal of or interest on the Note, why ~ maturity or by prepayment or otherwise, shall not be made by the Issuer when The same shall become due and payable; or (ll) If the Issuer shall fail in the tins and punctual performance of any of fire other covenants, conditions, agree~ats and provisions contained v4 the Note or in this Resolution on the part of the Issuer to be performed and such failure shall contipue for thirty (30) days after written Twtice specifying such failure, and requiring the same to be remedied, shall have been given to the Issuer by the Owner; or (iii) If the issuer admits in writing its inability to pay its debts generally as they become due or files a petition is bankruptcy or if salt proceeding shall be instituted, with the consent or acquiescence of the Issuer, for the purpo9e of effecting a composition between the Issuer and its creel;tors or .for the S APR. -02' 99(FRI) 01:36 MOYLE, FLAN[GAN, ET AL TEL:561 659 1789 P. 008 purpose of ~ljusting the claims of such creditors, pursuant to any Federal or state statute now or hereafter enacted. H. 1~ ine of 'n ~~ and Interest as pue. Upon the occurrence of au $vent of Default sad at any time thereafter while such Event of Default shall continue, the Owner, by written notice to the Issuer, they declare the principal of the Note together with all accrued and unpaid interest thereon, if not already due, to be due and payable immediately and upon say such declaration the seas: shall become and be due and payable immediately. anytfiiug i:t this Resolution or in the Note to the contrary notwithstanding. C. ..Upon the occurrence of an Event of Default and at nay time thereafter while such default shall continue, the Owner they proceed to protect and enforce all rights under and as permitted by this kesolution and the Laws of the State of Florida by such means or appropriate judicial proceedings as shall be suitable or deemed by it most effective, including any actions, suit or specie! proceedings at law or in equity or iu banlavptcy or by proceedings in the office of any board or officer having jurisdiction, or otherwise, whether for the specific performance of any' covenant or agreement contained in this Resolution or in aid of execution of any power granted in this Resolution ~ by law or to enforce any other legal remedy vestod in the holder of the Note by this Resolution oz by said 1$wg. p, Remeyii~d nt .xcl'isive_ Effect of W'eiver' of Defsyu; _of Ap,~ P.rac~ediags or AdvGrs~cina. The Ownec shall be entitled to all the remedies and benefits of this Resolutiou and as'`is and shall be provided by law, and nothing herein shall be construed to litait the rights or retr~die~ of the Owner under any applicable statute that may iww exist or be enacted iyereaiter.~ No emedy prescribed by this Resolution shall ~be exchtsive of nay other remedy or ren~lies so prescribed or be exclusive of other remedies now or hereafter eaiating at law or is equity o[ `by` statute and each and every such retttedy shall be cumulative and shall be in addition to every other remedy given hereunder' or now or hereafter existing at law or inequity and rosy be exercised without extisusting awl without regard to any other rcu>cdy. jvcry right, power and remedy conferied upon the Owner by this Resolution or by law or in equity may be exercised or enforced from tome to tithe ss msy be deemed expedient. Section 15. Se~rahilic~e. If any provision of this Resolution shall be held or deemed to be or shall, in feet. be illegal, inoperative or unenforceable in say context, the saute shall trot affect say other provisiap herein nr tender any other prevision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 16. Huainesa.Da}ts. In any case wherc`the due date of interest oa or principal of the Note ie not a Business Day, then paymen of principal or iterest Head trot be made on suet date but may be made oa the next succeeding Business bay, provided that credit for payments made shall not be given until the payme,at 'is actually re,~eived by the Owner. Seedo» l7. A$ovL"nnc of L.aw. This Resolution shall be governed by and eonettued in accordance with the laws of the State. 6 APR. -02' 99(FRI~ 01:36 MOYLE, FLANIGAN, ET AL TEL:561 659 1184 P. 009 Section 1$. Aitles of Ittts7pr A ion. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instruament as ortstnalty cxccuted_ lJse of the words "hcrcui, ~' '.hereby, u tl~," " f, a "hcrcinbefore," "hereinafter" and other equivalent words. refer to this Resolution and not solely to the particular portion in which any such ward is used. Sectiap 19. Captions. The captions and headings in this ResolutioA are for convenience only std in no way define, limit or describe the scope or intent of any provisions or sectiot~ of this Resolution. g~OA ~. ~~ txstutal.liability.. No recourse under or upoA mty obligation, covenant or agreement of this Resolution or the Note or for any claim based thereon or otherwise in respect thereof, slaaU be had against any member of the Village Council of the Issuer. or any officer, agent at employee, as such, of the Issuer past, present or future, either directly oar thmugh the Issuer whether by virtue of any constitution, statute or rule of law, or by the enfarcen-ent of any assessment or penalty or otherwise, it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or slutll tx incurred by, tl~ members of the Village Council of the Issuer, or the ofHeers, agents, or employees, as such, of the Issuer. or any of tbean, under or by reasoa of the obligations, covenants or agreements contained in this 13esolutiott or'implied therefrom, sad (b) that any and alt such personal liability, either at crnmtnon law or in egtYity or by constitatian or stature, of. and airy and all such rights and claims against. every stick member of the Village CouACil of the Issuer, atut every ofFicer, agent, or employee, as such, of the Issuer under or by reason of ttre obligations, covenant9 or agrceateuts contained in this Resolution, br implied therefrom, arc waived and relea~d as a couditiou of, abd as a consideration for, the cxccution of this Resolutian and the issuance of the Note. on the paR of the Issuer. Section 21. Autba~tir~tions. The Mayor and arty member of the Village Council, and such other officials and employees of the Issuer as may be designated by the Mayor are each designated as agents of the Issuer in coutiectioA with the issuance and delivery of the Nate. and are autharized and r.mpowered, collectively dr individually, to take all action and steps and to execute ail 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 ar are not inconsistent with the terms and provisions o~'this Resolution. Section 22. c~c~~;, ~5: I2eaignation Note. The reasonably anticipated amount of tax-exetnpt obligations (other t>iaa obligations described itt Clause (ii) of Section 265(b)(3)(C) of the Cade) which have been or `will be issut~d by the Issuer during 1999 does not exceed ~1D,DpQ,OOO. There are no entities that are subordinate to the Issuer or that issue tax-exempt obligations on behalf of the Issuer. T'he Issuer hereby designates the Note as a "qualified tax-exempt obligation" for purposes of Section 265(bx3)(13)(i) of the Code. The Issuer hereby covenants and agrees not to take $ny action or to fail to take any action if such action or failure would cause the Note to no longer be a "qualified tax-exempt obligation." 7 APR. -02' 99~FR1- 01:36 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 010 Bettina 23. gcp~. All resolutions or parts thereof is conflict herewith are hereby repealed. Scctiaa ?.4. Fffectiye I?ate. This Resolution shall take effect imulediately upon its adoptioa. THE FOAECiOING RESOLUTION was offered by Couacilmember , who moved its adoption. The motion was seconded by Counciltaetaber , aad upon beiag put to a vote, the vote was as follows: FdR~ OPTIQ~ The Mayor thereupon declared the Resolution duly passed and adopted this 8tb day of April, 199. [SEAI~J ATTEST: 'Village Clcrk Mayor of Tequesta G:106522121Rrsolu~inn(t ). wpd 8 APR. -02' 99IFR1- 01:31 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 P. 011 Apri19, 1999 VA.LAGB OF TEQUESTA, FI,ORIr3A PROMISSORY NOTE $108,000.00 KNOW ALIT. MEN BY THESE PRESENTS that ViAage of Tequesta, Florida (the "Issuer'), a awnicipal corporation created and existing pursuant to the Cottstitutioa sad the laws of the State of Florida, for vahrc received,.promises to pay from the sattrces hereittafttr pravided, to the order of Fidelity Federal Savings Bank of Florida or registered assigns (hereinafter. the "tawaer"), the principal sum of $108,000.00, together with interest on the principal balance outstanding at the rate per amtum of 4.25 % (hereinafter defined) (as the same may be adjusted 6esed upon a 3b0 day year for t'he actual number of days elapsed. The interest rate oa tills NOLC tray be adjusted as hereinafter provided. The interest rate otherwise borne by this Note shall also be adjusued as follows: {a) Change in Maximum Corporate Tax Rate: If the Maximum Corporate Tax Rate (hereittufter defined) decreases from 3596, the interest rate otherwise borne by this Note Shall be incre:t.9ed to the product obtained by multiplying the interest rate otherwise borne by this Note by a fraction, the numerator of which is 1 minus the Maximum Corporate Tax Rate as iticreased and the denominator of which is .65. (b) Event of Taxability: If for any reason, the interest on this Note shall becotrte includable for fioderal income tax purposes in the gross income of the Owner (a `detetminatioa of taxability"). then the interest rate otherwise borne by this Note shall be i>yereased by multiplying such interest rate by a fraction, the numerator of which is 1 and the denominator of which ie 1 minus the Maximum Corporate Tax Rate. effective as of the earliest date on which interest on this Note becomes includable in the gross income of the Owner. In addition, upon the occurrence of a determination of taxability the Issuer will pay any penalty. interest or addition to tax imposed upon the Owner as a result of the Owner's failure to include interest received on the Note iu gross income for federal income tax purposes. All such additional interest, penalties, interest anti additions to tmt shall be due and payable on the next date upon which interest is payable on this Note. This adjustment shall survive payment of this Note until such time as the federal statute of Ittnitations under which the irtterest on this Note could be declared taxable under the Internal Revenue Code shall have expired: As used herein the term Maximum Corporate Tax Rate" shall mean the highest marginal tax rate applicable to the taxable income of corporations without regard to any increase in tax designed to normalise the rate for all income at the highest marginal tax rate. which on the date hereof is .35. Principal of and interest on this Note shall be payable in lawful money of the 1:Jruted States of America at such place as the Owner may designate to the Issuer in writing, iA installments of 52001.20 due sad payable on May 9. 1999 and on the tinth day of each month thereafter to and APR. -01' 99~FR1- 01:37 MOYLE, FLANIGAN, ET Al, TEL:561 659 1789 P. 012 including the maturity date of this Note provided. however, that on Apri19, 2004 the entire unpaid principal balance hereof, together with all accrued and unpaid interest thereon, shall ba uttcanditionally due and payable in full. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as ~fuuxl in the Resolution (lu;neinefter deftu~) the payment due on such date shall be due on the next succeeding day which is a Business Day, provided, that interest shall continue to accrue until the payment is actually received by the Owtu=r. All payrr~uts by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, anti the balapoe thereof shall apply ~to the principal sass due, and shall be credited against the principal installments due hereunder in inverse order of their due daft,. The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time, and from any funds lawfully available for such purpose. In case of a default in the payment of principal or interest hereon, unless such failure is cured within ten (10) days after written notice thet~eof by the Owner to the Issuer, the Owner may declare the entire debt there remaining unpaid hereturder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebts evidenced by this Note. all costs of collection and enforcement hereof, including such reasonable attorneys' fees as may be incturcd ba appeal or incurred in arty proceeding under bankruptcy laws as they now of bereafler exist, including specifically but without limitation, claims, disputes, and proceedings seeking adequate protection or relief from-the automatic stay. The Issuer to the extent peruutted by law hereby waives presentmeru, demand, protest and notice of dishonor. To the extent permitted by law, the Issuer, and by its acceptance of this Note, the holder hereof. waive trial by jury in suy litigation commenced by either in respect of hereof or of the Resolution. THIS NOTF ANp THE INTEREST HEREON CONSTITUTES A I~IVATirU INDEBTEDNESS OF THE ISSUER AND THE FAITH AND CREDIT AND THE AD VALOREM TAXINGr POWER OF THE ISSUER ARE NOT PLEDGED TO THE PAYMENT OF TIIE PRINCIPAL OF AND INTEREST ON THIS NOTE. THE PRINCIPAI.OIr AND INTEREST ON THIS NOTE ARE PAYABLE SOLELY FROM CERTAIN NON AD VALOREM REVENUES (A5 DEFINED IN THE R.ESOLCITION). This Note is issued pursuant tea Article VIII, Section 2 of the CoAStitutian of the State of Y~lorida, Chapter 166. Florida StaWtes, the Charter of the Isstut and Resolution No. _-98199 duly adopted by the Issuer on April $, 1999, as from time to time atneuded sod supplemented (herein referred to as the "Resolution"), ~ is subject to all the terms and conditions of the Resolution. AU terms, conditions and provisions of the Resolution includmg without limitation remedies in the 2 APR. -01' 99(FRI) 01:37 MOYLE, FLANIGAN, ET AL TEL:561 659 1189 P. 013 event of default are by this reference thereto incorporated herein as a part of this Note. This Note represents the entire authorized issue of obligations of the Issuer pursuant to the Resolution. Teams used herein is capitalized form and pot otherwise defined herein shall have the meaniAgs ascribed thereto in the Resolution. This Note tray be exche.pged or transferred by the Qwuer 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 >n: performed precedent to and in the e~tecution, delivery and the issuance of this Note do exit, have happened and have beep perlbrtned iA due tithe, form ~ tnantter as required by law, acKl that the issuance of this Noce is in full compliance with end does not exceed or violate any constitutional or statutory limitation: YN WITNESS WHEREOF, the Village of Tequesta, Florida has caused this Note to be executed in its name by the maa-ual signature of its Mayor and attested by the manual signature of its Town Clerk, and its seal to be iwpressed hereon, all this 9th day of April, 1999. [SEAL] Affect: Town Clerk 'VIi.[.AGE OF Tl~QUFSTA, FLORIAA By: 3 Mayor APR. -02' 99(FRI) 01:38 MOYLE, FLANIGAN, ET AL TEL:561 659 1789 ., (Form for Transfer) FOR VALUE RECEIVED, the undersigned hereby seAs, aa9iigus ~ t (Tax Identification or Social Security Na. )the wuhi Village of Tequesta aad all rights thereunder, and hereby irrevocably cotistitut~ attorruy to 1raAsfer tlu: within Note on the books for registration thereof, w of substitution in the remi P. 014 ~:; ~: Y~~ . ,._ ~ ~-~ .ter , .: ~' -- ~s'~a ~+AKh r NOTICE: The signature to this assigatr~. mgsit ° , ~ ,~-~ = _ correspoAd with the ttazt~ as it appears upon tbG af` the within Note in every particular, without ~ ~' ealargemeAt or arty change whatever. . In the presence of: G:\06522121PromiFSnry Nooe(L).wpd 4