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1995-16 Loan Approval Capital Projects Financing - Reso 1995-22 RESOLUTION NO. 95 - 16 1/0iD A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA AUTHORIZING THE CITY OFFICIALS TO EXECUTE . A LOAN AGREEMENT AMONG FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY, FIRST UNION NATIONAL BANK OF FLORIDA, AND PUBLIC FINANCIAL ADMINISTRATIVE SERVICES, INC. AND THE CITY OF PARKLAND, FLORIDA WHEREAS, the City Commission of the City of Parkland, Florida finds and deter.mines that it is in the best interest of the citizens to execute a Loan Agreement between the City of Parkland, Florida Local Government Finance Authority, First Union National Bank of Florida, and Public Financial Administrative Services, Inc. as described in the Loan Agreement attached hereto and made a part hereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, that: Section 1. The appropriate City Officials are hereby authorized to execute a Loan Agreement between the City of Parkland, Florida Local Government Finance Authority, First Union National Bank of Florida, and Public Financial Administrative Services, Inc. Section 2. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS DAY OF , 1995. SAL PAGLIARA, MAYOR SUSAN ARMSTRONG, C. M. C ., CITY CLERK '35-15')522 T#OOl 04-18-'35 07:46AM INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT made and entered into this 8 day of March, 1995, by and between the FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY, a public body corporate and politic organized and existing under the laws of the State of Florida (the "Sponsor"), and CITY OF PARKLAND, FLORIDA, a public body corporate and politic organized and existing under the laws of the State of Florida (the "Governmental Unit") as follows: WHEREAS, the Sponsor and the Governmental Unit entered into an Interlocal Agreement dated March 1, 1995, to facilitate the issuance of certain bonds; and WHEREAS, as a result of certain events, the bonds were never issued, the loan proceeds from the bonds were never disbursed, and the bond issue never consummated; and WHEREAS, the Governmental Unit and the Sponsor executed an Interlocal Agreement dated March 1,1995, which Interlocal Agreement was recorded in the Public Records ofBroward County; and WHEREAS, both parties wish to record this document to indicate that said Interlocal Agreement is hereby cancelled and of no force and effect and shall be rendered void, NOW, THEREFORE, BE IT AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: Section 1. The above representations are true and correct and made a part hereof. Section 2. The Interlocal Agreement made between the Sponsor and the Governmental Unit dated March 1, 1995, a copy of which is attached hereto as Exhibit "A", is hereby cancelled, rescinded, and declared void and of no force and effect. Said Agreement shall be considered void ab initio, and shall be given no effect. -':':''':\r~! .. , ;~~!,0E~!~".... t:r ~ N ~ W .r;:- eo -0 G"') C> W ~ -J Q. rtl\ Section 3. This Agreement shall take effect when duly executed by the parties. A copy shall be filed with the Clerk of the Broward County Circuit Court. FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY Sponsor (SEAL) ATIEST: By: / / Secretary ~. / "-".../' CITY OF PARKLAND, FLORIDA Governmental Unit . .~t:II'":'j .l"" .'. I". , "\)~1.1" Vi',', ' ~\.'",'.""..'t, '. "t. #....... ~.' ;;--../\ ", .~ ~:' Q./ ~:~ :;.\ '\,z... \ ,.,~}f 2~ :, ~) ~ ~ ; ,,~ ~\\ '.' ~ /2.~ ., ,:.~. AtrttST'" "I~ .x.,...... ."t"l':-'~ .' '. (.., ....... '.' '; 'I "'.,,",:;;)/. :~.. By: C1 T" N (.0;) (.0;) ..r:- eo -1:' Cj) c:> w .c- eo .:- ., ..,...... . By: \ L~ r:L~ - City Clerk INTERLOCAL AGREEMENT TIDS INTERLOCAL AGREEMENT made and entered into this 1st day of March. 1995. by and between the FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY, a public body corporate and politic organized and existing under the laws of the State of Florida (the "Sponsor"). and CITY OF PARKLAND, FLORIDA. a public body corporate and politic organized and existing under the laws of the State of Florida (the "Governmental Urnt"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan Agreement. as hereinafter defined. WITNESSETH: WHEREAS. Part I of Chapter 163 of the Florida Statutes authorizes the creation of the Sponsor within the State of Florida for the purpose of issuing revenue bonds or other obligations under the Constitution and laws of the State of Florida to assist' fn ~f;;~~fp~~~ol~~~ ~~e~~~~:~n~~~si~I~~~~ga~dett~~:e~~oL~ri~J*Oj;ects WHEREAS. pursuant to Chapters 163. 125. 159 and 166. Florida Statutes. as amended. and other applicable provisions of law (the "Act") the Sponsor and Governmental Unit are authorized to assist in financing the acquisition. construction and improvement of any capital project as described therein: and WHEREAS. the Governmental Unit desires to acquire. construct and improve public parks and recreation areas (collectively. the "Project") within the territory and j; .rtsdiction of the Governmental Unit which Project constitutes a qualified capital project under the Act: and WHEREAS. the Sponsor has established its Capital Projects Loan Program (the "Program") for financing or refinance qualified capital projects such as the Project upon the issuance of the Sponsor's obligations (the "Obligations") which provide funds for the Governmental Unit to acquire, construct and improve the Project pursuant to this Agreement: and WHEREAS. by pooling the financial resources of the Sponsor, the Governmental Unit and other participating governmental units throughout the State of Florida. the benefits of lower interest rates and economies of scale associated with a large scale financing may be obtained and passed through to the Governmental Unit: and WHEREAS. the Governmental Unit desires to borrow not exceeding $6,000,000 from the Program to finance or refinance the acquisition. construction and improvement of the Project which loan is to be governed by this Agreement and a Loan Agreement between the Sponsor and the Governmental Unit (the "Loan Agreement") on file with First Union National Bank of Florida, or any successor, as Trustee for the Obligations (the "Trustee"); and WHEREAS. Section 163.01. Florida Statutes. as amended, authorizes this Agreement and confers upon the Sponsor the authority to loan such funds from the Program to the Governmental Unit to acquire, construct and improve the Project which is located within the territory and jurisdiction of the Governmental Unit: and WHEREAS. it is the intent of thepartles hereto to provide an additional method of financing for projects of the Governmental Unit within the area of operation of the Governmental Unit through the exercise of the joint powers of the Governmental Unit and the Sponsor in the manner set forth herein: Prepared by and Return to: William L. Zvara William L. Zvara. P.A. 1750 Riverplace Tower Jacksonville. Florida 32207 WLZ-02/24/95-Z028-1nLoc-P -1- EXHIBIT "A" ...... '-~ ~ N W W .r::- 0) -0 en C> W + ~ NOW THEREFORE. the parties hereby agree as follows: Section 1. Authorization to the Sponsor. The Governmental Unit hereby authorizes the Sponsor to issue the Obligations for the purpose of providing a loan or loans from the Program to the Governmental Unit in an amount not exceeding $6.000.000 to finance or refinance the acquisition. construction and improvement of the Project. All proceeds of the Obligations of the Sponsor will be administered by the Sponsor or its agents until disbursed to the Governmental Unit in accordance with the Loan Agreement. All pa}ments due on the Obligations from the revenues and sources specified therefor shall be paid by the Sponsor or its agents without further action by the Governmental Unit except as required by the Loan Agreement. The Sponsor shall have all power and authority of the Governmental Unit to do all things necessary or convenient to the impiememation of the Program for the Governmental Unit within the area of operation of the Governmental Unit. to the same extent as if the Governmental Unit were issuing its own obligations for such purpo!;)e~. It is the intent of this Agreement that the Sponsor be vested. to the maximum extent permitted'by law. With all powers which the Governmental Unit might exercise Withresp'eclto theflnancing of the Project. All such actions shall be taken in the name of and be the financial obligations of the Sponsor except as provided in the Loan Agreement. Section 2. Term; Amendments. This Agreement will remain in full force and effect from its effective date as herein provided until such time as it is terminated by any party hereto upon ten calendar days wr1tten notice to the other party hereto and to the Trustee: provided. however. that notwithstanding the foregoing. it is agreed that this Agreement may not be unilaterally terminated by any party unless and until either (i) the Obligations issued to finance the loan to the Governmental Unit no longer remain outstanding or (U) the Loan Agreement has been paid in full. The parties to this Agreement may mutually agree in Wliting to the terms of any termination with the wrttten consent of the Trustee. It is further agreed that in the event of termination the parties to this Agreement will provide continuing cooperation to each other in fulfill1ng the purposes associated with the Program and the Obligations. Nothing herein shan be deemed in any way to limit or restrict the Governmental Unit from issuing its own obligations. providing its own program or participating in any other program for the financing of any capital project which the Governmental Unit may choose to finance. This Agreement may be amended only by WIitten instrument signed by the parties hereto with the wrttten consent of the 1iustee: provided. however. that no such amendment which would adversely affect the rights of the owners of any outstanding Obligations of the Sponsor. as detennined by counsel to the Sponsor. shall be effective untir such time as all necessary written consents or approvals with respect to such Obligations shall have been obtained. Any termination or amendment of this Agreement shall be rued in accordance with law. Section 3. FlUng of this Agreement. It is agreed that this Agreement shall be filed by the Sponsor. or its authorized agent or representative. with the clerk of the circuit court of the county in which the Sponsor's seat of government is located and with the clerk of the circuit court of the Governmental Unit or of the county in which the Governmental Unit is located. all in accordance With Section 163.01. Florida Statutes. as amended. Section 4. ObUgations of the Sponeor. The Sponsor may evidence any borroWing authorized herein by the issuance of its Obligations: provided. however. that any such Obligations shall state on their face that such Obligations shall not be or constitute a general obligation or indebtedness of the Sponsor. the State of Florida. the Governmental Unit. or any political subdivision thereof. but shall be a ItmJted. special obligation of the Sponsor. payable solely from the revenues. receipts and other sources plecfged therefor under the Loan Agreement or otherwise available to the Sponsor under a Program. Such Obligations shall further provide that no owner of any such Obligation snall have the right to require or compel the payment of such Obligations WLZ-Q2/24/95-Z028-lnLoc-P -2- CJ rc; N (..) W ..r:- 0:> -u G") o w U1 o except from the sources set forth therein. Nothing in this section shall be deemed to prohibit or limlt the pledge of the Governmental Unit securing its Loan Agreement or any additional pledge of the Governmental Unit from any funds or obligations which may lawfully be pledged for such purpose. Section 5. SeverabWty of invalid PrOvtaIODI. If anyone or more of the covenants. agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law. though not expressly prohibited. or against public policy. or shall for any reason whatsoever be held invalid. then such covenants. agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants. agreements or provisions and shall in no way affect the validity of any of the other provisions hereof. Section 6. Counterparts. This Agreement may be simultaneously executed in several counterparts. each of which shall be an original and all of which shall constitute but one 8.1,d the same instrument. ' "'-"-'- SectioD 7. Effective Date. This Agreement shall take effect when duly executed by the parties hereto and filed in accordance with law. WLZ..o2/24/95-Z028-lnLoc-P -3- co ~ N W w .r:- eo -~ en o W Ul IN WITNESS WHEREOF. the parties to this Interlocal Agreement have caused their names to be affixed hereto by the proper officers thereof as of the date first above wrttten. FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY Sponsor By: Vice Chairman ~,;~;:; .:r "':~"';q' .... CITY OF PARKLAND, FLORIDA Governmental Unit By: f Cl~l "-teeMS ~Q~ RECOROED 1~~~:oO~~mI'N, FlORID,\ Of :~Mi'f AOMINISTRAiOR co ~ N W U) &:- co -0 C"> c::> w CJ1 N W'LZ-02/24/9S-Z028-lnLoc-P -4- ONIBIT {'i L. ~,..J LOAN AGREEMENT among FLORIDA LOCAL GOVERNMENT FINANCE AlJTHORITY as Program Sponsor FIRST UNION NATIONAL BANK OF FLORIDA as Bank PUBLIC FINANCIAL ADMINISTRATIVE SERVICES, INC. as Program Administrator and CITY OF PARKLAND, FLORIDA as Governmental Unit Florida Local Government Finance Authority Capital Projects Loan Program Series 1995A Dated as of March 1, 1995 FLORIDA LOCAL GOVERNMENT FINANCE AtrI'HORITY CAPITAL PROJECTS LOAN PROGRAM LOAN AGREEMENT TABLE OF CONTENTS Parties and Recitals . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1. 1 Section 1.2 Section 1.3 Section 1.4 Section 1.5 Section 2.1 Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3. 10 Section 3.11 Section 3.12 ARTICLE I BACKGROUND AND REPRESENTATIONS Background. . . . , . . .'. . . . ..'.. . . . . . ;. . . . . . . . . . . . . . . . . . . 1 Representations of Governmental Unit. . . . . . . . . . . . . . . . . . . . . 2 Program Sponsor Representations. . . . . . . . . . . . . . . . . . . . . . . . 4 Program Adm.1n1strator Representations. . . . . . . . . . . . . . . . . . . . 4 Trustee Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 4 ARTICLE D DEFINITIONS Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . 5 ARTICLE ID FINANCING THE PROJECT Making of Loan: Application of Loan Proceeds. . . . . . . . . . . . . . . . 7 Disbursement of Loan: Security Interest in Undisbursed Proceeds. . , . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Repayment of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Prepayment of Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Program Expenses. .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 0 Special Obligation of Governmental Units. . . . . . . . . . . . . . . . . . .10 Benefit of Bondholders and Bank: Compliance with Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . .11 Bonds Not to Become Arbitrage Bonds. . . . . . . . . . . . . . . . . . . . .11 Assignment of Sponsor's Rights . . . . . . . . . . . . . . . . . . . . . . . . .11 Covenant Re: Pledged Revenues: Revenue Fund . . . . . . . . . . . . . .12 Interlocal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Obligations Absolute. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 -1- Section 4. 1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4,.6 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Exhibit A Exhibit B ARTICLE IV COVENANTS OF THE GOVERNMENTAL UNIT Reports and Opinions; Inspections. . . . . . . . . . . , . . . . . . . . . . .14 Immunity of Program Sponsor . . . . . . . . . . . , . . . . . . . . . . . . , .14 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . .14 Issuance of Other Obligations Payable from Pledged Revenues . . . . . . . , . . . . . . . . . . . . . . . . .15 Issuance of Additional Parity Obligations. . . . . . . . . . . . , . , . , . .15 Additional Covenants . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . .16 ARTICLE V EVENTS OF DEFAUJ,~,&m UDDIES - Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 7 Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Payment of Loan on Default; Suit Therefor. . . . . . . . . . . . . . . . . .18 Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 Cumulative Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 Discontinuance of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .19 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 ARTICLE VI MISCELLANEOUS Limitation of Liabil1ty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 No Personal Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . . . , . .21 Notices. . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . 21 Severability. . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21 Applicable Law . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 AsslgI1ments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . 22 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . 22 Term of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22 Headings . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Counterparts. . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22 Project Description Promissory Note (including Note Schedule) -11- THIS LOAN AGREEMENT. dated as of March 1. 1995. among the FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY (the "Program Sponsor"), FIRST UNION NATIONAL BA.NK OF FLORIDA. Miami. Florida. the Bank (as defined herein). PUBLIC FINANCIAL ADMINISTRATIVE SERVICES, INC.. a Florida corporation (the "Program Administrator") acting on behalf of the Program Sponsor and CITY OF PARKLAND, FLORIDA. a municipal corporation organized and duly existing under the laws of the State of Florida (the "Governmental Unit"). witnesseth as follows: ARTICLE I BACKGROUND AND REPRESENTATIONS SECTION 1.1 BACKGROUND. (a) The Florida Local Government Finance Authority. .,apubl1c,body corporate and politic;.' of the" State ,of,-Flor:ida. c. ,as.issuer .of_ the "Bonds., Jlereinafter referred to as the "Program Sponsor", an entity created pursuant to Section 163.01(7). Florida Statutes. as amended, is authorized to exercise those powers conferred by Chapters 125. 159. 163 and 166. Florida Statutes. as amended. (b) The Program Sponsor has issued $6'.000.000 aggregate principal amount of its Revenue Bonds (Capital Projects Loan Program) Series 1995A (the "Bonds") of which a portion of such proceecfs are available for the purpose of financing and refinancing the cost of the acquisition and installation by "Participating Governmental Units". as defined in the Bond Resolution. of qualified capital projects as described herein from the Program Sponsor's Capital Projects Loan Program (the "Program"). The Bonds are issued under and are secured by Resolution No. 95-3 of the Program Sponsor, adopted February 6. 1995. as amended. supplemented and restated Trom time to time (the "Bond Resolution"). Except as otherwise provided herein. all capitalized terms used herein which are defined in the Bond Resolution shall have the meanings set forth in the Bond Resolution. (c) Pursuant to the Bond Resolution. the Program Sponsor has caused the proceeds of the Bonds to be deposited with the Bank. to be used to make loans to Participating Governmental Units for the financing or refinancing of the Projects. (d) Under the Bond Resolution. the Program Sponsor has pledged, for the security and repayment of the Bonds. inter alia the amounts to be received in repayment of the Loans and any draws or payments on security for the Loans. in the manner set forth in the Bond Resolution. (e) The Program Adm1n1strator provided a loan application to First Union National Bank of Florida, as initial purchaser of the Bonds attributable to the Loan. including any subsequent Bondholder of such Bonds (the "Bank") and the Bank has approved the Loan and has issued a commttment (the "Commitment") to make a loan in the amount of $6.000.000 (the "Loan") for the purpose of: (1) finanCing the original cost of acquisition and installation of the project(s) identified on Exhibit A-I attached hereto; and/or (il) refinancing an obligation incurred by the Governmental Unit to finance the cost of acquisition and installation of the project(s) identified on Exhibit A- 2 attached hereto. The project(s) identified in Exhibit A-I and A-2 attached hereto is hereinafter collectively referred to as the "Project" or "Projects." WLZ-Q2/22/95-Z028-lA-P -1- (f) As evidence of the Loan made pursuant to this Agreement. the Governmental Unit will execute and deliver a promissory note in the principal amount of the Loan in the form attached hereto as Exhibit B (the "Governmental Unit Note"). As security for the Bonds. the Program Sponsor has assigned to the Bank. pursuant to the Bond Resolution. all its right. title and interest in the Governmental Unit Note and this Agreement and the hereinafter described Interlocal Agreement (except for the rights reserved by the Program Sponsor as described in Section 3.9(a) hereot). (g) On or before the Closing the Program Sponsor and Governmental Unit entered an Interlocal Agreement for purposes of Section 163. Part I. Florida Statutes authorizing this Agreement. SECTION 1.2 REPRESENTATIONS OF GOVERNMENTAL UNIT. (a) The Governmental' Unit 1-s ,a duly organized and validly existing municipal ~~~o:~~: ~~n~eR~:;~ti~~ ~~~:~W;~d:ft~e&O~d~~~~~~.ri~~e~: i~~~~~ :::~ perform its obligations under this Agreement. the Interlocal Agreement and the Governmental Unit Note and to execute and deliver and perform all'other agreements and instruments executed and delivered or to be executed and delivered by the Governmental Unit pursuant to or in connection with this Agreement. the Interlocal Agreement and the Governmental Unit Note. , (b) The Governmental Unit is duly authorized and empowered under the laws of the State of Florida. particularly Chapter 125. Chapter 218. Part VI. and Section 163.01. Florida Statutes. as amended (the "Enabling Act"). to enter into this Agreement and the Interlocal Agreement. to issue the Governmental Unit Note and to pledge the sources hereinafter mentioned to the repayment thereof. and to apply the proceeds thereof to the payment of the Costs of the Project. (c) The Governmental Unit's actions in making and performing this Agreement and the Interlocal Agreement have been duly authorized by all necessmy official action and will not violate or conflict with any applicable provision of the Constitution. or law of the State of Florida or with any ordinance. governmental rule or regulation. or with any agreement. instrument or other document by which the Governmental Unit or its funds or properties are bound. (d) This Agreement. the Interlocal Agreement and the Governmental Unit Note and any of the other documents relating thereto to which the Governmental Unit is a party have been duly and validly executed and delivered (or issued. in the case of the Governmental Unit Note) by the Governmental Unit. and constitute and will constitute the legal. valid and binding obligations of the Governmental Unit payable from the Pledged Revenues and enforceable against the Governmental Unit in accordance witli their respective terms. except insofar as enforcement may be limited by applicable bankruptcy. insolvency. reorganization. moratorium or similar laws affecting the enforcement of creditors' rights and remedies generally. and by general principles of equity. whether applied by a court of law or equity. (e) The Governmental Unit is not in default under any of the provisions of the Enabling Act or any laws of the State of Florida. which would affect the Governmental Unit's existence or its powers referred to herein. The adoption of the necessary resolutions. and the execution. delivery (or issuance. in the case of the Governmental Unit Note) and performance. by the Governmental Unit. of this Agreement. the Interlocal Agreement. the Governmental Unit Note and all other agreements and instruments relating to, all the foregoing to be executed and delivered by the Governmental Unit in connection herewith and therewith (i) did not. do not and will not violate any provision of the Enabling Act or any laws of the State of Florida or any other applicable law. regulation. order. writ. judgment or decree of any court. WLZ-02/22/95-Z028-LA-P -2- arbitrator or governmental authority, and (ii) did not. do not and will not violate any provision of, constitute a default under. or result in the creation or imposition of any lien on any of the assets of the Governmental Unit pursuant to the provisions of, any mortgage, Resolution, contract, agreement or other undertaking to which the Governmental Unit is a party or which purports to be binding on the Governmental Unit or on any of its assets. (t) The Governmental Unit has obtained all consents, permits, licenses and approvals of, has made all registrations and declarations with, and taken all other actions with respect to. governmental authorities required under law to authorize the issuance of the Governmental Unit Note and the execution, delivery and performance of this Agreement, the Interlocal N!reement and all other agreements to be delivered in connection with any thereof, ana all such consents, permits, licenses, approvals. registrations, declarations and actions remain in full force and effect. best oJ~e ~:~:e~wat:~~ ~~;t:::t~~:~uo~ i~~~?i~;~t~~~1 ~:~~~/~~ affecting the Governmental Unit. the result of which could have a materiaf adverse effect on the financial condition, legal status, functions or operations of the Governmental Unit. or im.pair the ability of the Governmental Unit to perform or , observe any of its respective duties, liabilities or obligations under this Agreement, the , Interlocal Agreement or the Governmental Unit Note. (h) The Authorizing Resolution has been duly adopted by the Governmental Unit, is in full force and effect and has not been amended, altered. repealed or revoked in any way. (1) The Governmental Unit has no immunity from jurisdiction of court of competent jurisdiction within the territorial limits of the Governmental Unit or from process or suit therein which could be asserted in any action to enforce the obligations of the Governmental Unit under this Agreement. the InterlocaI Agreement. the Governmental Unit Note; or from the rendition, execution or enforcement of any judgment therein. OJ The Governmental Unit is not liable for any taxes (other than sales taxes) imposed by the United States of America or any state thereof. or any political subdivision of either in respect of any of its activities or properties. wherever conducted or located. (k) To the best of the Governmental Unit's knowledge. there are no proposed or pending changes in any laws of the State of Florida whicn could. on entering into this AjUeement. have a material adverse effect on the ability of the GovernmentaI Unit to peiform any of its respective obligations under this Agreement. the InterIocal Agreement or the Governmental Unit Note. (1) The amount of the Loan. plus the anticipated earnings thereon. does not exceed the Project Costs and does not exceed the cost of the Project as described and defined in the Authorizing Resolution. (m) No portion of the proceeds of the Loan will be used to finance any Project which would result in the Bonds (or any bond of the bond issue of which such Bonds are a part) being a private activity bond within the meaning of Section 141 of the Code. (n) Immediately after the execution hereof and the making of the Loan. no Event of Default shall exist hereunder nor shall there exist any condition which with the lapse of time. the giving of notice. or both. would constitute an Event of Default hereunder. WLZ-02/22/95-Z028-LA-P -3- (0) No portion of the proceeos of the Loan will be used to refund any outstanding indebtedness. the maturtty or redemption of which will occur later than 30 days from the date hereof. (p) On March 1. 1995. the Governmental Unit duly adopted its resolution (the "Authorizing Resolution") authorizing the borrowing contemplated hereby. and the terms and provisions of the Authortzing Resolution are hereby incorporated by reference. (q) Neither the Governmental Unit nor any related person to such Governmental Unit wt11. pursuant to any arrangement. formal or informal, purchase any Bonds in an amount related to the Loan. SECTION 1.3 PROGRAM SPONSOR REPRESENTATIONS. The Program Sponsor represents that It is'crpublic body corporate and 'po!itic.of the State of Florida duly existing. and withfuU-power and authortty to issue the Bonos and to enter into this Agreement and the Interlocal Agreement. By proper action the Program Sponsor has duly authortzed the issuance and sale of the Bonds and the execution and delivery- of this Agreement and the Interlocal Agreement. In accordance with the Bond Resolution. the Program Sponsor has appointed the Program Admtn1strator to execute. undertake and perfOrm the Program Sponsor's duties hereunder; and all actions taken by the Program Administrator on behalf of the Program Sponsor pursuant to such appointment shall be deemed to be the action of the Program Sponsor. SECTION 1.4 PROGRAM ADMINISTRATOR REPRESENTATIONS. The Program Administrator represents that it is a corporation organized and validly existing under the laws of the State of Flortda, and with full power and authority to enter into this Agreement. By proper action the Program Administrator has duly authorized the execution and delivery- of this Agreement. In accordance with the Bond Resolution, the Program Sponsor has appointed the Administrator to execute, undertake and perform the Program Sponsor's duties hereunder; and all actions taken by the Program Administrator on behalf of the Program Sponsor pursuant to such appointment shall be deemed to be the actipn of the Program Sponsor. SECTION 1.6 BANK REPRESENTATIONS. The Bank represents that it is a national banking association duly organized and existing under the laws of the United States, with full power and authortty to enter into this Agreement and perform its obligations hereunder on behalf of the holders of the Bonds. By proper action the Bank has duly authortzed the execution and delivery of this Agreement. WLZ-Q2/22/95-Z028-LA-P -4- ARTICLE D DEFINITIONS SECTION 2.1 DEFINITIONS. The capitalized terms used herein which are defined in the Authorizing Resolution or the Bond Resolution of the Program Sponsor shall have the meanings assigned thereto in the Authorizing Resolution and the Bond Resolution of the Program Sponsor. unless the context hereof expressly requires otherwise. In addition. the following terms shall have the meanings defined as follows: "Additional Parity Obligations" shall mean the additional parity obligations. if any. issued under the terms. conditions and provisions set forth herein. "Commitment" sl1iUrfiiean the 'cotnmitment of the BID1k to make the Loah. . "Expenses of the Program" shall mean all costs and expenses attributable to the Loan. including the fees and expenses of the Bank. the Program Administrator and the Program Sponsor. including the fees and expenses of general or special counsel to any of the foregoing. and shall include. without limitation of the foregoing. all amounts provided in Section 3.5 hereof. "Fixed Rate" shall have the meaning assigned thereto in Section 3.3 hereof. "Franchise Fee Revenues" means the franchise fee revenues of the Governmental Unit derived from electric. refuse. telephone and cable television under the ordinances of the Governmental Unit authorizing the levy and collection of such franchise fee revenues. including particularly Ordinance No enacted on .19_. "Maximum Annual Debt Service" shall mean as of any date. the maximum aggregate amount of principal. interest and other amounts of the types provided for hereunder coming due in any year on the Loan and any Additional Parity Obligations. In the case of floating rate Loans. interest shall be computed at the higher 01(1) 10% per annum or (it) the highest floating rate of interest borne by any floating rate Loan funded with Bond proceeds during the preceding 24 months. In the case of Additional Parity Obligations bearing interest at a floating rate such amount shall be computed at the higher of (1) 10% per annum or (it) the hii!hest floating rate borne by such Additional Parity Obligations during the preceding 24 months. provided that if no such Additional Parity Obligations are then outstanding. the highest rate borne by floating rate obligations the interest rate on which is computed according to the same or a similar index as that to be used for the Additional Parity Obligations to be issued shall be assumed. "Maximum Rate" shall mean the maximum rate the Governmental Unit is permitted by law to pay on the Governmental Unit Note. "Pledged Revenues" shall mean the Franchise Fee Revenues and the Sales Tax Revenues. ' "Program Sponsor" shall mean the Florida Local Government Finance Authority. "Project Costs" or "Costs" in connection with the Project shall mean costs incurred by or on behalf of the Program Sponsor or the Governmental Unit with respect to the Project in connection with the acquisition. design and construction or refinancing of a Project. including without limitation: WLZ-02/22/95-Z028-LA.-P -5- (a) The cost of acquiring real property and any buildings thereon. including payments for options. deposits or contracts to purchase properties. (b) The cost of site preparation. demolition and development. (c) Fees in connection with the planning. execution. and financing or refinancing of the Project. such as those of architects. engineers. attorneys. accountants. consultants. financial advisors. investment bankers and remarketing agents. (d) The cost of studies. surveys. plans. permits. insurance. interest. financing. tax and assessment costs. and other operating and carrying costs during construction. rehabilitation or reconstruction of the Project. (e) Ttre'costof the construction. rehabUitation and equipping of the Project~ - (f) The cost of land improvements. such as landscaping and off-site improvements. whether such costs are paid in cash. property or service. . (g) Expenses. if applicable, in connection with initial occupancy of the Project If the Project Involves development of real property. (h) The cost of such other items, including relocation costs, indemnity and surety bonds and premiums on insurance. as shall be reasonable and necessary for the development of the Project. (1) Interest computed at the rate borne by the Bonds applicable to a Project during the period prior to and not to exceed 12 months following the Completion Date. OJ The costs, if applicable, of operating the Project prior to the Completion Date. (k) The costs of personal property for use in the Project. "Sales Tax Revenues" shall mean distributions to the Governmental Unit (including emergency distributions) of the local government half-cent sales tax under and pursuant to Chapter 218. Part VI. Florida Statutes, as amended. ~~2/22/95-Z028-LA-P -6- ARTICLE ID FINANCING THE PROJECT SECTION 3.1 MAKING OF LOAN; APPUCATlON OF LOAN PROCEEDS. From the amounts on deposit in the Proceeds Fund created under the Bond Resolution. the Governmental Unit hereby agrees to borrow the sum of $6.000.000. The Loan made hereby shall be repaid in accordance with the Governmental Unit Note and Section 3.3 hereof. The Governmental Unit covenants that it shall use the proceeds of the Loan solely for the purposes described in Section 1.1 (f) hereof and that it shall not use the proceeds of the Loan in a manner inconsistent with the representations and covenants set forth in Section 1.2 hereof. SECrION3.2 " DISBURSEMENT ,OF LOAN; SECURITY IN1'ERES'r IN UNDISBUllSED . PROCEEDS. . (a) f911Qwlngthe execution and clellveryof. this Agreement. the Governmental Unit Note and all other documents. certificates. and opinions required hereunder and under the Commitment from the Bank (the "Closing"). the Bank shall disburse the fees and expenses of the Bond Counsel. the Program Administrator. and the counsel for the Bank in connection with the Loan. The Bank shall. disburse the remaining amount of the Loan to the Governmental Unit or upon its order to a special account established by the Governmental Unit as described in paragraph (b). below. (b) The Governmental Unit agees to establish and create. and hereby does establish and create a separate fund of the Governmental Unit to be known as the "Florida Local Government Finance Authority Capital Projects Loan Program Loan Fund" (the "Governmental Unit Loan Fund") which account shall be separate and distinct from all other funds and accounts of the Governmental Unit. The proceeds of the Loan shall be deposited by the Governmental Unit. Immediately upon receipt thereof. Into the Governmental Unit Loan Fund for the benefit of the Governmental Unit and applied. together with any income from investment thereof. to pay the costs of the Project. or to pay debt service on the Governmental Unit Note. The Governmental Unit agrees that. upon request of the Bank or the Program Administrator. it shall supply such documentation as the Bank or the Program Administrator may require to detenntne that the proceeds of the Loan have been appl1ed solely to payment of Project Costs and to calculate and timely pay to the Bank any applicable rebate under the Code. Funds shall be disbursed from the Governmental Unit Loan Fund pursuant to requisitions in the form described In paragraph (c). below. a copy of which shall be delivered to the Program Administrator. (c) If the proceeds of the Loan are to be appl1ed to finance the Cost of the original acquisition and installation of the Project. disbursements of the Loan from the Governmental Unit Loan Fund. shall be made in accordance with the terms of this Agreement and the Bond Resolution and. upon written request of the Bank. the Governmental Unit shall provide requisition signed by an Authorized Officer of the Governmental Unit (1) stating the name and address of the payee. the amount to be paid and the purpose of the payment. (11) certifying that the amount to be paid Is for the Cost of the acquisition and/or construction 01 a qualified Project and Is due and payable. has not been the subject of any previous requisition and is a proper charge against the Governmental Unit Loan Fund. as appropriate. pursuant to this Section 3.2. and (111) In the case of the final requisition. a Project Completion Certiftcate certifying that payment of the Cost of acquisition and installation of the Project is complete. If the aggregate amount disbursed from the Governmental Unit Loan Fund following the finaf-requisition. is less than the original amount of the Loan. the Governmental Unit shall apply such amounts. subject to a Favorable Opinion of Bond Counse~. to prepay a portion of the Loan. or may. with written consent of the Bank. spend such amounts on other qualifted capital projects. Any amounts to be disbursed WLZ-02/22/95-Z028-LA-P -7- from the Governmental Unit Loan Fund. representing capitalized interest on a Loan disbursed in stages pursuant to this paragraph shall be included in each requisition and. upon approval of such requisition. shall be transferred to the Revenue Fund. The Governmental Unit agrees that. upon request of the Program Administrator or the Bank. it shall supply such documentation as the Program Administrator or the Bank may require to detennlne that the proceeds of the Loan have been applied solely to payment of Project Costs. (d) Until disbursed in accordance with the provisions of this Agreement and the Bond Resolution. the proceeds on deposit in the Governmental Unit Loan Fund shall be invested at the direction of the Governmental Unit in Authorized Investments. Any earnings on the investment of funds on deposit in the Governmental Unit Loan Fund shall be retained therein. (e}" To secure the prompt payment of the Loan and the performance by the Governme~W. Unit of .1t~other. obligations. hereunder. the Governmental Unit. to the full extent pennltted by law. hereby pledges to the Bank and hereby grants to the Bank. a security interest in and agrees and acknowledges that the Barik shall have and shall continue to have a security interest in the deposits in the funds and accounts created hereunder. including without limitation. the Governmental Unit Loan Fund subject to the use of such proceeds in the manner described in this Agreement " and in the Bond Resolution. the Revenue Fund and the Sinking Fund. SECTION 3.3 REPAYMENT OF LOAN. The Loan to be made to the Governmental Unit for the Project shall be repaid in installments which shall correspond in time and amount to the payments of principal and interest on the Governmental Unit Note and shall bear interest at the, rates. and shall be payable in immediately available funds at the times payable on the Governmental Unit Note. as follows: (a) The principal of the Loan shall be paid in installments in the amounts and on the dates set forth on the Note Schedule appended to the Governmental Unit Note attached hereto as Exhibit B. (b) Interest due in respect of the Loan shall be paid commencing on the third day of April. 1995. and on the third day of each monththerea.fter (each an "Interest Payment Date") and shall be at the rate established as set forth below. Said interest rate shall be based upon a 360 day year comprised of twelve 30-day months. The interest rate the Governmental Unit is required to pay on each Interest Payment Date shall be computed at a fixed rate of 6.52%. subject to adjustment from time to time as required to achieve the same after tax yield to the Bank as provided in the Bond Resolution (the "Fixed Rate") on the principal amount of the Loan outstanding. Notwithstanding anything otherwise contained in this Agreement. the Fixed Rate on the Loan shall not exceed the Maximum Rate. All payments made hereunder shall be applied first to payment of accrued interest on the unpaid principal balance hereof and to other amounts due under this paragraph (b). and then to reduction of principal. The principal hereof and interest hereon shall be paid to the Bank at its Principal Office in Miami. Florida. or to the person in whose name this Note is registered. at its address as it appears in the Note Register. on the date of payment. such Note Register being maintained by the Clerk of the Governmental Unit. as Note Reg!strar. All computations of the interest on the Loans shall be made assuming the full interest payments will be timely received in respect of each Outstanding Loan made with Bond proceeds; it being the intention of the Program Sponsor that no Governmental Unit shall bear any finandal obligation arising oecause of a default in any Loan of another Borrower. WLZ-02/22/95-Z028-LA-P -8- (c) In addition to the above payments of principal and interest on the Loan and the additional payments provided for herein. the Governmental Unit will pay Expenses of the Program as and when due. SECTION 3.4 PREPAYMENT OF LOAN. (a) Optional Prepayment. The Governmental Unitmay prepay. in whole or in part. on any Interest Payment Date. upon not less than 30 days' and not more than 45 days' prior written notice to the Program Sponsor. the Program Administrator. and the Bank. the outstanding principal or-the Loan or portion tnereof made pursuant to this Agreement. plus the prepayment penalty. if any. due as calculated under Section 3.4(b) hereof. together with accrued interest on the portion of the Loan which is prepaid to the date of prepayment. together with unpaid Expenses of the Program. if any; provided. however. that no prepayment penalty shall be due if the Governmental Unit, prepays the Loan on March 3; ,2000 or on March 3.2005. ',-.. . .. . - , . . 0)) Prepayment Penalty. Except as otherwise provided in paragraph (a) above. upon prepayment of the Loan and Governmental Unit Note hereunder. whether optional or as a result of acceleration of the Loan upon an Event of Default. the Governmental Unit shall pay the Bank a prepayment penalty. if any prepayment compensation is due. whereby: Prepayment Compensation == (A - B) x C x D A = The sum. determined as of the funding date of the Loan. of (i) the Bond equivalent bid side yield of the U.S. Treasury Note with a maturity closest to the maturity of the fixed rate period of the Loan as quoted by the Wall Street Journal (or other published source). ~ (ii) the corresponding bid side market swap spread as determined by the Bank from quotes generally available in the interbank dealer market for interest rate swaps. Jili.la (Ui) one half of one percent (1/2%). B = The sum. determined as of the prepayment date of the Loan. of (1) the Bond equivalent bid side yield of the U.S. Treasuzy Note with a maturity closest to the remaining maturity of the fixed rate period of the Loan as quoted by the Wall Street Journal (or other published source). .nh.ls.. (ii) the corresponding bid side market swap spread as determined by the Bank froiii quotes generally available in the interbank dealer market for interest rate swaps. C = Principal Amount Prepaid D = Number of days from the date of prepayment to the end of the fixed rate period divided by a year base of 360 days. As used herein. the "fixed rate period" shall be the period during which the applicable Fixed Rate is to remain in effect. In the event the remaining maturity of the fixed rate period determined in variable B above is less than one year. no prepayment compensation shall be due hereunder. In addition. in the event the amount determined as variable B above is greater than the amount determined as variable A above, no prepayment compensation shall be due hereunder. The determination of prepayment compensation due the Bank hereunder shall be made by the Bank in good faith using such methodology as the Bank deems appropriate and customary under the circumstances and shall be conclusive absent manifest error. SECTION 3.5 PROGRAM EXPENSES. (a) In determining the monthly payments in respect of the Loans which the Governmental Unit shall pay in each month, as provided in Section 3.3 hereof. there shall be included an amount determined by the Bank. with the approval of the Bank, WLZ-02/22/95-Z028-LA-P -9- to be sufficient to pay when due the items referred to in Section 3.3 hereof. including without limitation: (1) the annual administrative fees. if any. of the Bank and the Bond Registrar and Paying Agent; (2) the amounts. if any. required to be on deposit in the Rebate Fund under the Bond Resolution to the extent allocable or attributable to the Loan; (3) costs incurred by the Bank. Bank. Program Sponsor. Program Administrator. or counsel for any of the foregOing. in connection with the enforcement or collection of the Loan. , (b) The Governmental Unit shall pay the amounts described in paragraph (a) 'above to the Bank. as the Program Sponsor's assignee of this Agreement; except as''''''-- .- otherwise provided in Section 3.9 hereof. " SECTION 3.6 SPECIAL OBLIGATION OF GOVERNMENTAL UNITS. (a) The Bank may share with any other financ1al institution or institutional investor any information given to any of them by the Governmental Unit. including , without limitation financial statements. and may also share such information with any participant of such financial institution or institutional investor. To the extent necessary to permit the foregoing. the Governmental Unit hereby waives any privilege or ri~t to confidentiality. whetfier arising under statute or otherwise. it may have whicn would otherwise prohibit the foregoing sharing of information. (b) The Governmental Unit Note shall be secured by a lien upon and pledge of the Pledged Revenues. and the Pledged Revenues are hereby pledged to secure repayment of the Governmental Unit Note. as set forth in the Authorizing Resolution. The Governmental Unit hereby represents and warrants that the pledge oT the Pledged Revenues to secure the Governmental Unit Note is valid. binding and enforceable and that the Pledged Revenues are not otherwise subject to any pledge. lien or encumbrance. except as has been heretofore disclosed to and expressly approved by the Bank in writing. The Governmental Unit covenants that it will not cause or permit to exist any pledge of or lien or encumbrance upon the Pledged Revenues. other than the pledge benefItting the Governmental Unit Note. except Tor any Additional Parity Obligations which may be issued in the manner permitted hereunder. (c) Prior to each of its fiscal years. the Governmental Unit shall establish a budget for such fiscal year which appropriates a sufficient sum of money from the Pledged Revenues to pay all amounts reasonably anticipated to become due on the Governmental Unit Note and under this Agreement during such fiscal year and all amounts reasonably anticipated to become due during suclllear with respect to any Additional Parity Obligations. In the event that the Clerk 0 the Governmental Unit determines that the budgeted amounts prove insufficient to make the actual payments due on the Governmental Unit Note and on any such Additional Parity Obligations. during such fiscal year. the Governmental Unit shall as soon as practicable (but in any event prior to the expiration of sixty days from such event) amend its budget so as to assure that sufficient moneys from the Pledged Revenues are available to make said payments when due. Nothing in this Section 3.6(c) shall be construed to excuse the fallure to timely pay all amounts due hereunder. Cd) The Loan and the Governmental Unit Note shall be a spec1al obligation of the Governmental Unit. payable solely from the Pledged Revenues as herein provided. The Loan and the Governmental Unit Note do not constitute a general indebtedness of the Governmental Unit. or a pledge o~ its faith. credit or taxing power within the meaning of any constitutional or statutory provision or l1m.ttation. Neither the State of wr.z-Q2/22/95-Z028-LA-P -10- Flolida nor any political subdivision thereof nor the Governmental Unit shall be obligated (I) to exercise its ad valorem taxing power or any other taxing power in any form on any real or personal property in the Governmental Unit to pay the principal of the Loan and the Governmental Unit Note, the interest thereon or other costs incident thereto, or (2) to pay the same from any other funds of the Governmental Unit except from the Pledged Revenues, all in the manner provided herein. The acceptance of the Governmentaf Unit Note by the holder from time to time thereof shall be deemed an agreement between the Governmental Unit and such holder that the Governmental Unit Note and the indebtedness evidenced thereby shall not constitute a lien upon any property of the Governmental Unit, but shall constitute a lien only on the Pledged Revenues, in the manner herein provided. (e) Subject to the provisions of the Flolida Constitution, nothing herein contained shall preclude the Governmental Unit from using any legally available funds, in addition to the Pledged Revenues herein provided, wbich may come into its possession, including but not-lim1ted to the proceeds of the Loan, contributions or, grants, for the purpose of payment of plincipal of and interest on the Loan and other amounts payable pursuant to this Agreement. SECTION 3.7 BENEFIT OF BONDHOLDERS AND BANK; COMPLIANCE WITH RESOLUTION. This Agreement is executed in part to induce the purchase by the Bank of the Bonds and, accordingly, all covenants, agreements and representations on the part of the Governmental Unit and the Program Sponsor, as set forth in this Agreement, are hereby declared to be for the benefit of the Bank and the holders from time to time of the Bonds, including the Bank. The Governmental Unit covenants and agrees to do all things within its power in order to comply with and to enable the Program Sponsor to comply with all requirements and to fulfill and to enable the Program Sponsor to fulfill all covenants of the Bond Resolution. SECTION 3.8 BONDS NOT TO BECOME ARBITRAGE BONDS. The Governmental Unit hereby covenants to the Program Sponsor and the holders of the Bonds that, notwithstanding any other provision of this Agreement or any other instrument, it will neither make nor cause to be made any investment or other use of the proceeds of the Loan which would cause the Loan or Bonds to be "arbitrage bonds" under Section 148(a) of the Code and the regulations thereunder, and that it will comply with the requirements of such Section and any regulations thereunder throughout the term of the Bonds. To such end, the Governmental Unit hereby agrees to make available to the Program Sponsor, the Bank and the Bank any and all such information as they may reasonably request in order to comply with the covenant in this Section. SECTION 3.9 ASSIGNMENT OF SPONSOR'S RIGHTS. (a) As the source of payment for the Bonds, the Program Sponsor has assigned to the Bank all the Program Sponsor's lights under the Interlocal Agreement, the Governmental Unit Note and this Agreement rexcept for the lights of the Program Sponsor to receive payment of indemnity against claims and the Program S~nsor's lights to enforce remedies pursuant to Sections 3.5, 4.1, 4.2 and 5.4 hereof). The GOvernmental Unit will make all payments required under Sections 3.3, 3.4, 3.5 and 5.3 hereof directly to the Bank without defense or setoff by reason of any dispute between the Governmental Unit and the Program Sponsor or the Program Administrator or the Bank. (b) Notwithstanding anything in this Agreement to the contrary, if amounts due under the Governmental Unit Note and this Agreement are accelerated as desclibed in Section 5.2 hereof, and the full amount of the Loan has not been disbursed hereunder, the Bank shall have nc obligation to make any further disbursements of the Loan and shall apply the same to pay the Governmental Unit WLZ-02/22/95-Z028-LA-P -11- Note and if such funds are in a Governmental Unit Loan Fund they shall be transferred to the Bank. upon the written direction of the Bank. which shall apply the same to pay the Governmental Unit Note. SECTION 3.10 COVENANT RE: PLEDGED REVENUES; REVENUE FUND. (a) The Governmental Unit hereby covenants to take all lawful action necessary or required to collect and receive the Pledged Revenues and that it will take no action to impair or diminish the Governmental Unit's share of the Pledged Revenues. The Governmental Unit further covenants that it has full power to pledge the Pledged Revenues to the payment of the principal and interest on the Governmental Unit Note and other amounts payable hereunder. (b) There is hereby created and established by the Governmental Unit the "1995 City of Parkland Florida Local Government Finance Authority'CapltarPrOJects Loan Program Revenue Fund" (the "Revenue Fund"). All Pledged Revenues received by the Governmental Unit shall be deposited into the Revenue Fund and held solely for the benefit of the holder of the Governmental Unit Note as provided in this Section 3.10(b). The Revenue Fund shall constitute a trust fund for the purposes herein provided and shall be kept separate and distinct from all other funds of the Program Sponsor and the Governmental Unit and used only for the purposes and in the manner herein provided. Moneys on deposit in the Revenue Fund shall be invested in Authorized Investments or as otherwise may be permitted by the Bond Resolution. and all investment earnings shall be retained therein and used for the purposes thereof. Amounts in the Revenue Fund shall be applied and allocated on the last day of each month (1) first. to a separate fund. which is hereby created by the Governmental Unit and designated the "1995 City of Parkland Florida Local Government Finance Authority Capital Projects Loan Program Sinking Fund" (hereinafter called "Sinking Fund"). in such amounts sufficient to pay the principal of and interest and other amounts coming due on the Governmental Unit Note and under this Agreement, on the third day 01 the folloWing month. (11) next. to the payment of any junior lien obligations issued pursuant to the provisions hereof. and (111) thereafter. to the Governmental Unit for any lawful purpose of the Governmental Unit. The designation and establishment of the Revenue Fund and Sinking Fund pursuant to this Section 3.10 shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting. out rather is intended solely to constitute an earmarking of certain revenues of the Governmental Unit for certain purposes and to estabfish certain priorities for application of such revenues as herein provided. SECTION 3.11 INTERLOCAL AGREEMENT. This Agreement is authorized by the Enabling Act and the Interlocal Agreement constitutes an interlocal agreement within the meaning of the Florida Interlocal Cooperation Law of 1969. as amended. SECTION 3.12 OBLIGATIONS ABSOLUTE. Subject to Section 3.6 hereof. the obligations of the Governmental Uillt under the Governmental Uillt Note and this Agreement shall be absolute. unconditional and irrevocable. and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever. including. without limitation. the following circumstances: (a) any lack of validity or enforceability of the Bonds. the Commitment from the Bank. this Agreement. the Interlocal Agreement. the Bond Resolution or any other agreement or instrument relating thereto; and (b) any amendment or waiver of or any consent to departure from the Commitment from the Bank. the Bonds. this Agreement. the interlocil1 Agreement. the Bond Resolution or any other agreement or instrument relating thereto; WLZ-02/22/95-Z028-lA-P -12- (c) the existence of any claim. setoff. defense or other right which the Governmental Unit may have at any time against the Program Sponsor. the Bank. any beneficiary or any transferee of the Governmental Unit Note (or any persons or entities for whom the Governmental Unit. any such beneficiary or any such transferee may be acting). or any other person or entity. whether in connection with this Agreement. any related agreement or instrument or any unrelated transaction. agreement or Ulstrument; and (d) any voluntary or involuntary bankruptcy or similar filing by or against the Program Sponsor. Wl.Z-02/22/95-Z028-IA-P -13- ARTICLE IV COVENANTS OF THE GOVERNMENTAL UNIT SECTION 4.1 REPORTS AND OPINIONS; INSPECTIONS. (a) Until all amounts due under this Agreement have been paid in full. the Governmental Unit shall deliver to the Program Sponsor and the Bank. within one hundred and eighty days (180) after the end of the Fiscal Year. an annual report prepared in accordance with generally accepted accounting principles. and certlfted by the auditor general as required by law or by an independent certified public accountant (or accounting firm) satisfactory to the Program Sponsor and the Bank which shall include a balance sheet and income statement for the prior Fiscal Year in reasonable detail. In addition. the Governmental Unit. shall. deliver to the Program Sponsor and, the Bank within 50 days after the end of each fiscal quarter a reasonable number of copies of the Governmental Unit's unaudited financial statements for the prior fiscal quarter including a balance sheet and income statement. (b) The Governmental Unit agrees to pennlt the Program Sponsor and the Bank to examine. visit and inspect. at any reasonable time. the Project. and the Governmental Unit's facUities. and any accounts. books and records. including its receipts. disbursements. contracts. investments and any other matters relating thereto and to its financial standing. and to supply such reports and information as the Program Sponsor 'or the Bank: may reasonably require. SECTION 4.2 IMMUNITY OF PROGRAM SPONSOR. In the exercise of the powers of the Program Sponsor and its members. officers. employees and agents under the Bond Resofution or the Interlocal NUeement or this Agreement including (without l1miting the foregoing) the application or moneys and the investment of funds. the Program Sponsor shall not be accountable to the Governmental Unit for any action taken or omitted with respect to the Project or the Interlocal Agreement or this Agreement by it or its members. officers. employees and agents in good faith and believed by it or them to be authorized or within the discretion or rights or powers conferred under this Agreement or the Interlocal Agreement. The Program Sponsor and its members. officers. employees and agents shall be protected in its or their acting upon any paper or documents believed by it or them to be genuine. and it or they may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall. be had by the Governmental Unit for any claims based on the Bond Resolution or the Interlocal Agreement or this Agreement agalnst any member. officer. employee or agent of the Program Sponsor alleging personal liabUity on the part of such person unless such cla1rils are based upon tbebad faith. fraud or deceit of such person. The Governmental Unit shall indemnify the Program Sponsor and any of its members. officers. employees or agents and save them fiannless against any l1abillty intended to be precluded by this Section 4.2 resulting from acts or omissions of the Governmental Unit or from acts or omissions of the Program Sponsor or any of its members. officers. employees or agents in connection with any necessary or reasonable acts taken pursuant to this Agreement or the Interlocal Agreement. except for fraud. deceit. or acts taken in bad faith or which are negligent. SECTION 4.3 COMPLIANCE WITH LAWS. With respect to the Project and any additions. alterations. or improvements thereto. the Governmental Unit wtI1 at all times comply with all applicable requirements of Federal and state laws. including the Enabling Act and with all appl1cable lawful requirements of any ~ency. board. or commission created under the laws of the State of Florida or of any other duly constituted public authority; provided. however. that the Governmental Unit shall be WLZ-02/22/95-Z028-LA-P -14- deemed in compliance with this Section 4.3 so long as it is contesting in good faith any such requirement by appropriate legal proceedings. SECTION 4.4 ISSUANCE OF OTHER OBLIGATIONS PAYABLE FROM PLEDGED REVENUES.. So long as the Governmental Unit Note remains Outstanding and unpaid. the Governmental Unit will not issue or consent to the issuance of any other obligations. except under the conditions and in the manner provided herein. payable from the Pledged Revenues or any portion thereof. nor voluntarily create or cause to be created any debt. lien. pledge. aSSignment. encumbrance or other charge. having priority to or being on a parity with the lien of the Governmental Unit Note and the interest thereon. upon the Pledged Revenues. Any other obligations issued by the Governmental Unit in addition to the Governmental Unit Note or Additional Parity Obligations provided for in Section 4.5 hereof. payable from all or a portion of the Pledged Revenl:!es~~h~!?gnta1n ~, express statement that such obligations are junior and subordinate in aIr respects to the Governmental Unit Note. as to lien on and source and security" for payment from the Pledged Revenues. SECTION 4.5 ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity Obligations. payable on a parity with the Governmental Unit Note from the Pledged Revenues shall be issued after the issuance of the Governmental Unit Note. except upon the written consent of the Bank (so long as the Bank is the Registered Owner of 100% of the outstanding Bonds allocable to the Loan). which consent may be withheld at the sole discretion of the Bank regardless of compliance with the provisions of this Section. If the Bank is not the Bondholder. Additional Parity Obligations may be issued for the construction and acquisition of capital projects of the Governmental Unit or for refunding purposes as follows: (1) There shall have been obtained and filed with the Governmental Unit a certificate executed by an independent certified public accountant of suitable experience and responsibility: (a) stating that the books and records of' the Governmental Unit relating to the collection and receipt of Pledged Revenues have been audited by him; (b) setting forth the amount of Pledged Revenues. as defined herein. received by the Governmental Unit for any twelve consecutive months within the eighteen months immediately preceding the date of delivery of such Additional Parity Obligations with respect to which the certificate is made; (c) stating that the Pledged Revenues. received by the Governmental Unit for such twelve month period equals at least 1.25 times the Maximum Annual Debt Service on (i) the Governmental Unit Note and all Additional Parity Obligations. if any. then outstanding and (11) the Additional Parity Obligations with respect to which the certificate is made; and (2) There shall have been prepared and filed with the Governmental Unit a certificate of the Clerk of the Governmental Unit (a) stating that the Pledged Revenues. estimated to be available during the current Fiscal Year in which the Adaitional Parity Obligations will be issued will equal at least 1.25 times the Maximum Annual Debt Service on (1) the Governmental Unit Note and all Additional Parity Obligations. if any. then outstan~ and (11) the Additional Parity Obligations with respect to which the certificate is maae; and (3) The Governmental Unit shall not be in default in performing any of the covenants and obligations assumed hereunder and all payments herein required to have been made into the accounts and funds. as provided herein. shall have been made to the full extent required. (4) Additional Parity Obligations may be issued to refund the Loan or any portion thereof if either (a) the Maximum Annual Debt Service following such refunding shall not be increased. or (b) the Governmental Unit shall comply with the conditions in paragraph (1) above. WIZ-02/22/95-Z028-LA-P -us- SECTION 4.6 ADDITIONAL COVENANTS. (A) NO PRIVATE USE. The Governmental Unit will take no action. or permit or suffer any action or event. which will cause the Governmental Unit Note or the Bonds to be a "Private Activity Bond" within the meaning of the Internal Revenue Code of 1986. as amended. No portion of the Project will be used in the trade or business of any Person (Including any governmental body or public instrumentality) except the Governmental Unit. by lease. llcense or management contract or otherwise. In this regard the Governmental Unit further certifies that not in excess of ten percent (10%) of the net proceeds of the Governmental Unit Note will be used for Private Business Use if. in addition. the payment of more than ten percent (10%) of the prtncipal or ten percent (10%) of the interest due on such Governmental Unit Note durtng the term thereof is. under the terms of such Governmental Unit Note or any underlying arrangement. directly or indirectly. secured by any interest in property used or to be used for a Private Business Use or in payments in respect of property used or to be used for a Private Business Use or is to be dertved from payments. whether or not to the Governmental Unit. in respect, of property, or, borrowed money used or. to be used for. a Private Business Use; and (11) that. in the event that both (A) in excess of five percent (5%) of the Net Proceeds of such Governmental Unit Note are used or have been used for a PrIvate Business Use. and (B) an amount in excess of five percent (5%) of the prtncipal or five percent (5%) of the interest due on such Governmental Unit Note during the term thereof is. under the terms of such Governmental Unit Note or any underlying arrangement. directly or indirectly. secured by any interest in property used or to be used for said Private Business Use or in payments in respect of property used or to be used for said PrIvate Business Use or is to be dertved from payments. whether or not to the Governmental Unit. in respect of property or borrowed money used or to be used for said PrIvate Business Use. then said excess over said five percent (5%) of Net Proceeds of the Governmental Unit Note used for a Private Business Use has been or shall be used for a PrIvate Business Use related to the governmental use of the Project. The term "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person. excluding. however. use by a state or local governmental unit and use as a member of the general public. (B) SALES TAX REVENUES PARTICIPATION REQUIREMENTS & COLLECTIONS~ The Governmental Unit will diligently comply with the participation requirements as and when required by Chapter 218. Part VI. Florida Statutes. as amended. and will diligently collect the Sales Tax Revenues from the State of Florida Local Government Half-Cent Sales Tax Clearing Trust Fund. and will take all steps. actions and proceedings for the enforcement and collection of such Sales Tax Revenues from the State of Florida Local Government Half-Cent Sales Tax Clearing Trust Fund as shall become due to the Governmental Unit to the full extent pennittea or authorized by law. and will maintain accurate records with respect thereof. All Sales Tax Revenues shall. as collected. be held in trust to be applied as herein provided and not otherwise. (C) FRANCIDSE FEE REVENUE RATES & COMPLIANCE CERTIFICATES & COLLECTIONS. The Governmental Unit has heretofore. and shall hereafter. fix. establish. impose and collect rates. charges. and fees to levy the Franchise Fee Revenues at the levels. and shall revise the same from time to time whenever necessary. as will always provide in each fiscal year of the Governmental Unit Franchise Fee Revenues which (together with Sales Tax Revenues) equal to at least 1.25 times the Maximum Annual Debt Service on the Loan (together with any Additional Parity Obligations secured by a pledge of any portion of the Pledged Revenues). The Governmental Unit shan provide to the Bank on or before each anniversary of the dated date of this Loan Agreement a Debt Service Compliance Certificate demonstrating compliance with this Subsection. The Governmental Unit shall not amend or modify any of the ordinances of the Governmental Unit which WLZ-02/22/95-Z028-LA-P -16- authorize the levy or collection of the Franchise Fee Revenues if such amendment or modification would cause the Governmental Unit to fail to comply with this Subsection. The Governmental Unit shall diligently enforce and collect the Franchise Fee Revenues. and shall take all steps. actions and proceedings for the enforcement and collection of such Franchise Fee Revenues as shall become delinquent to the full extent permitted or authorized by law. and will maintain accurate records with respect thereof. All Franchise Fee Revenues shall. as collected. be held in trust to be applied as herein provided and not otherwise. (0) BOOKS AND RECORDS. The Governmental Unit shall keep books and records of the Pledged Revenues. which shall be separate and apart from all other books. records and accounts of the Governmental Unit. in which complete and correct entri, e,s Sh,al, "I b"e" m, ade in accordance, with ge"n, er, ally acce,~Pted prtnciPleso, f" acco"untin, g" of all transactions relating, to the Pledged Revenues. and the Trustee and Bond Credit Facility ProVider shall nave the right at all" reasonable times to inspect'the Pledged , Revenues. all records. accounts ana data of the Governmental Unit relating thereto. " (E) SALE OF BONDS UPON MANDATORY PREPAYMENT OF LOAN. In the event mandatory prepayment of the Loan is required under Section 3.4(b) hereof and if Pledged Revenues. together with all lawfully available unencumbered funds of the Governmental Unit. are not sufficient to prepay the Loan in full on the due date. the Governmental Unit hereby covenants to authorize the issuance of its bonds. or other fonn of indebtedness. and to endeavor in good faith to sell a sufficient principal amount of such bonds in order to have funds available to pay all the mandatory prepayment obligations hereunder when due. WLZ-02/22/95-Z02S-U.-P -17- ARTICLE V EVENTS OF DEFAULT AND REMEDIES SECTION 5.1 EVENTS OF DEFAULT. Each of the following events is hereby defined as. and declared to be and shall constitute. an "Event of Defiiult": (a) failure by the Governmental Unit to make any payment required to be made pursuant to Sections 3.3. 3.4(b) or 3.5(a) hereofwhen due; or (b) failure by the Governmental Unit to make any payment required to be made pursuant to Section 5.2 hereof within two days after Ule same is due; or (cr'. excepf as provided in ,paragraphs (a) and (b) above; failUre'" by the' Governmental Unit to observe and perform any other covenant. condition or agreement on its part to be observed or performed under the Interlocal Agreement or under this Agreement for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to the Governmental Unit by the Program Sponsor, Program Administrator or the Bank; or , (d) if any of the representations, warranties or certifications of the Governmental Unit under Section 1.2 hereof or otherwise made or delivered in connection herewith or pursuant to the Interlocal Agreement or Bond Resolution shall prove to be false or misleading in any material respect; or (e) (1) the Governmental Unit shall make an assignment for the benefit of creditors, (2) the Governmental Unit shall apply for or seeK, the appointment of a receiver, custodian, trustee, examiner, liquidator or simllar official for it or any substantial part of its property, (3) the Governmental Unit shall fail to file an answer or other pleading denying the material allegations of any proceeding filed against it described under Section 5.1 (t) hereof, (4) the Governmental Unit shalf take any action to authorize or effect any of the actions set forth in Sections 5.1 (e) or 5.1 (t) hereof, or (5) the Governmental Unit shall fail to contest in good faith any appointment or proceeding described in Sections 5.1(e) or 5.1(t) hereof, or (6) without the application, or approval or consent of the Governmental Unit, a receiver, trustee, examiner, liquidator, or simllar official shall be appointed for any substantial part of the Governmental Unit's property and such appointment shall continue undischarged or such proceedings shall continue un dismissed or unstayed for a period of 30 consecutive days. or (7) the Governmental Unit shall be in a state of financial emergency as defined in Section 218.503. Florida Statutes, as amended, or any successor statute thereto; or (t) (1) the Governmental Unit shall be adjudicated a bankrupt or become subject to an order for relief under federal bankruptcy law, (2) the Governmental Unit shall institute or have instituted against it any proceeding seeking an order for relief under federal bankruptcy law or seeking to be adjudicated a bankrupt or insolvent, or seeking dissolution, winding up, l1quidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy or insolvency, (3) there shall be appointed a receiver, l1quidator or similar official for the Governmental Unit under any law relating to bankruptcy or insolvency, or (4) without the application, approval or consent of the Governmental Unit, a receiver, trustee, examiner. liquidator or similar official shall be appointed for the Governmental Unit, or a proceeding described in Section 5.1 (t)(2) hereof shall be instituted against the Governmentiil Unit and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 consecutive days. The mere declaration of a state of financial emergency under Section 218.503, Florida Statutes, WLZ-02f22f95-Z028-tA-P -18- as amended, shall not, in and of itself, constitute a default under this Section 5.1 (f) hereof: or (g) an event of default shall occur under the Bond Resolution causing acceleration of the Bonds. SECTION 5.2 ACCELERATION. If an Event of Default as defined in Section 5.1 (a), (e) or (t) hereof shall have occurred, or if an Event of Default as defined in Section 5.1 (W hereof shall have occurred resulting in an acceleration of the maturity of the Bonds, tlle Loan and all other sums which the Governmental Unit is obligated to pay under this Agreement shall. upon direction of the Bank, become due and payable immediately, without further notice to the Governmental Unit. If any other Event of Default shall have occurred, the Bank (as the Program Sponsor's assignee, or any assignee of the Bank, as may be the case) may, with the consent of the Bank and shall upon the direction of the Bank, by notice in writing to the Governmental Unit,. declare the Loan and all other sums which the Governmental Unit is obligated to pay hereunder to be due and payable immediately. Upon any such acceleration whether automatically or by declaration, anything in this Agreement contained to the contrary notwithstanding, there shall become immediately due and payable, the sum of: (i) the outstanding principal of the Loan: (ll) accrued and unpaid interest on the Loan: and (1i1) all other amounts then due from the Governmental Unit hereunder, including unpaid Expenses of the Program and including particularly Section 4.2 hereof. SECTION 5.3 PAYMENT OF LOAN ON DEFAULT; SUIT THEREFOR. (a) The Governmental Unit covenants that, in case any Event of Default shall occur hereunder then, upon demand of the progr.am Sponsor or the Bank. with the consent of or upon the direction of the Bank, the Governmental Unit will pay to the Bank (or its assignee), such amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Program Sponsor, the Bank, their agents, attorneys and counsel. and any expenses or liabilities incurred by the Program Sponsor or the Bank other than through gross negligence or bad faith. (b) In case the Governmental Unit shall fail forthwith to pay such amounts upon such demand, the Program Sponsor or the Bank (or its assignee) shall be entitled and empowered, to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Governmental Unit and collect in the manner prOVided by law. (c) In case any proceedings shall be pending for the bankruptcy or for the reorganization of the Governmental Unit under the Federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Governmental Unit. or in case any other similar Judicial proceedings shall be pending relating to the Governmental Unit or to the creditors or property of the Governmental Unit. the Program Sponsor or the Bank (or Its assignee) shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of the Loan made to the Governmental Unit pursuant to this A2reement and for interest owing and unpaid in respect thereof and to file such proofs 01 claim and other papers or documents as may be necessary or advisable In order to prosecute the claims of the Program Sponsor or the Bank (or its assignee) in any such judicial proceedings relating to the Governmental Unit, its creditors. or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the oeduction of its charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Proglam Sponsor or the Bank (or its assignee), and to pay to the Program Sponsor or WLZ-D2/22/95-Z02B-LA-P -19- the Bank (or its assignee) any amount it requires for compensation and expenses. including counsel fees it has incurred up to the date of such distrtbution. SECTION 5.4 OTHER REMEDIES. (a) Whenever any Event of Default hereunder shall have occurred and be continuing, whether or not all sums which the Governmental Unit is obligated to pay under this Agreement shall have been declared to be immediately due and payable with the consent or under the direction of the Bank pursuant to Section 5.2 hereof. the Program Sponsor or the Bank (or its assignee) may take whatever action at law or in equity as may appear necessary or desirable to collect the amounts payable bY' the Governmental Unit hereunder. then due and thereafter to become due. or to enforce performance and observance of any obligation. agreement or covenant of the Governmental Unit under this Agreement. including the application of any undisbursed Loan proceeds to the reduction of the outstanding balance of such Loan. ' (b) Whenever any Event of Default hereunder shall have occurred and be continuing. before or after declaring an acceleration pursuant to Section 5.2 hereof. the Program Sponsor or the Bank (or its assignee) may. but shall not be obligated to. perform for the account of the Governmentaf Unit any covenant or obligation in the performance of which the Governmental Unit is in default. In whicb event the Governmental Unit shall immediately reimburse the Program Sponsor or the Bank (or its assignee). as the case may be. upon demand for an expenses incurred by the Program Sponsor or the Bank (or its assignee). as the case may be. in the course of such performance. plus interest thereon at the Fixed Rate including reasonable counsel fees. (c) No action taken pursuant to this Section 5.4 shall relieve the Governmental Unit from its obligations pursuant to Sections 3.3. 3.5 and 5.3 hereof. all of which shall survive any such action. The Program Sponsor or the Bank (or its assignee) may take whatever action at law or in equity as may appear necessary and desirable to collect the amounts then due and thereafter to become due. or to enforce the performance and observance of any obligation. agreement or covenant of the Governmental Unit hereunder. (d) Except as to the Program Sponsor's rights to indemnity and reports from the Governmental Unit hereunder. the Program Sponsor shall not be deemed to have an exclusive right to enforce the remedies described in this Section 5.4. , - SECTION 5.5 CUMULATIVE RIGHTS. No remedy conferred upon or reserved to the Program Sponsor or the Bank (or its assignee) by this Nn'eement is intended to be exclusive of any other available remedy or remedies. but eacn and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No waiver by the Program Sponsor or the Bank (or its assignee) of any breach by the Governmental Unit of any of its obligations. agreements or covenants hereunder shall be deemed a waiver of any subsequent breach. or a waiver of any other obligation. agreement or covenant. and no delay or failure by the Program Sponsor or the Bank (or its assignee) to exercise any right or power shall impair any such right or power or shall be construed to be a waiver thereof. but any such right and power may be exercised by the Program Sponsor or the Bank (or its assignee) from time to time and as often as may be deemed expedient. SECTION 5.6 DISCONTINUANCE OF PROCEEDINGS. In case the Program Sponsor or the Bank (or its assignee) shall have proceeded to enforce any right under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Program Sponsor or the Bank (or its assignee). then and in every such case the Governmental VVLZ~2/22/95-Z028-LA-P -20- Unit, the Program Sponsor, the Bank and the Bank (or its assignee) shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Governmental Unit, the Program Sponsor, and the Bank (or its assignee) shall continue as though no such proceeding had been taken. SECTION 5.7 NOTICE OF DEFAULT. The Governmental Unit shall give the Bank, and the Program Sponsor a prompt written notice of any condition or occurrence which constitutes an Event of Default under Section 5.1 hereof, or which, upon the giving of notice or the passage of time, or both, would become an Event of Default, immediately upon becoming aware of the existence thereof. WIZ-02/22/95-Z02B-LA-P -21- ARTICLE VI MISCELLANEOUS SECTION 6.1 LIMITATION OF UABlLITY. In the event of any default by the Program Sponsor hereunder. the liability of the Program Sponsor to the Governmental Unit shall be enforceable only out of the Program Sponsor's interest under this Agreement and there shall be no other recourse for damages by the Governmental Unit against the Program Sponsor. its officers. members, agents and employees. or against any of the property now or hereafter owned by it or them. SECTION 6.2 NO PERSONAL RECOURSE. . Neither any member nor any officer. employee or agent of the Program Sponsor nor any person executing the Bonds shall be personally liable on the Bonds by reason of the issuance thereof. ,Neitherany member nor any officer. employee oragent of the Govemmental.Unit.norany person executing this Agreement or the Governmental Unit Note shall be personally liable on the Loan. the Governmental Unit Note or the Bonds by reason of the issuance thereof. SECTION 6.3 NOTICES. Notice hereunder shall be effective upon receipt and shall be given by certifted mall. return receipt requested. to: As to the Program Sponsor: Flortda Local Government Finance Authortty 31608 U.S. HiJ!hway 19 North Palm Harbor. rIortda 34684 Attn: Dennis Long As to the Program A"""u'strator: Public Financial Administrative Services. Inc. 8660 College Parkway at the Terraces. Suite 230 Fort Myers. Florida 33919 As to the Governmental Unit: City of Parkland 6500 Parkside Drive Parkland, Flortda 33067 Attn: City Manager As to the Bank: First Union National Bank of Florida 200 S. Biscayne Blvd., 15th Floor Miami. Flortda 33131 SECTION 6.4 SEVERABILITY. In case any provision of this Agreement shall for any reason be held invalid. illegal or unenforceable in any respect. this Agreement shall be construed as if such provision had never been contained herein. SECTION 6.5 APPUCABLE LAW. This Agreement shall be deemed to be a contract made in Florida and shall be governed by Flortda law. WLZ-02/22/95-Z02B-IA-P -22- WLZ-02/22/95-Z028-lA-P -23- IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this Agreement to be executed and delivered as of the date first written above. PUBLIC FINANCIAL ADMINISTRATIVE SERVICES. INC. Program Administrator By: President: (SEAL) STATE OF FLORIDA COUNTY OF Personally appeared before me. the undersigned authority duly authorized to administer oaths and take acknowledgments, Phillp C. Bennett the President of Public Financial Administrative Services, Inc., who. being by me duly cautioned and sworn, acknowledged that they executed the foregoing instrument for the purposes theretn expressed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal this _ day of March, 1995. Notary Public My commission expires: (SEAL) ~~2/22/9~Z02B-LA-P -24- (SEAL) Attest: By: City Clerk WLZ-02/22/95-Z028-LA-P -25- CITY OF PARKLAND. FLORIDA Governmental Unit By: Mayor FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY Program Sponsor By: Chairman WLZ-G2/22/95-Z028-LA-P -28- FIRST UNION NATIONAL BANK OF FLORIDA Bank. By: Vice President (SEAL) Attest: By: Its: STATE OF FLORIDA COUNTY OF DADE Personally appeared before me. the undersigned authority duly authorized to administer oaths and take acknowledgments. Carras Echave and the Vice President ana , of First Union National Bank of Flortda, as Bank, who. being by me duly cautioned and sworn, acknowledged that they executed the foregoing instrument for the purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal this _ day of March, 1995. Notary PubUc My commission expires: (SEAL) WLZ-02/22/95-Z028-lJ\-P -27- Approval of Bank: FIRST UNION NATIONAL BANK OF FLORIDA Initial Purchaser of the Bonds By: Vice President STATE OF FLORIDA " COUNTY OF DADE Personally appeared before me, the undersigned authority duly authorized to adm1n1ster oaths and take acknowledgments, Carlos Echave the Vice President. of the First Union National Bank of F1orida, as initial purchaser of the Bonds, who, being by me duly cautioned and sworn, acknowledged that he executed the foregoing instrument for the purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal this _ day of March, 1995. (SEAL) Notary Public My commission expires: WLZ-02/22/95-Z028-LA-P ..28- EXlDBIT A A-I Project for which the original cost of .acquisition and installation is to be financed by the Loan: Those certain capital projects described more fully in the records of the Clerk of the Governmental Unit and generally described as public parks and recreation areas. A-2 Project acquired and installed with'indebtedness which is to be refinanced by the Loan: None. WLZ-02/22/95-Z028-LA-P -29- EXHIBIT B PROMISSORY NOTE For value received. City of Parkland. Florida. a municipal corporation organized and existing under the laws of the State of Florida (the "Governmental Unit") hereby promises to pay to First Union National Bank of Florida. as Bank. or registered assigns. the principal sum of Six Million Dollars ($6.000.000). and to pay interest thereon from the date hereof. in immediately available funds. as follows: (a) The principal hereof shall be paid in installments in the amounts and on the dates set forth on the Note Schedule attached hereto; and the entire unpaid principal balance hereof. together with accrued interest thereon as provided below. shall be due and payablelntull on theJlrstday of March 3.2015; and . (b) Interest on and other amounts due with respect to this Note shall be paid on the third day of April. 1995. and on the third day of each month thereafter (each an "Interest Payment Date"). at an interest rate computed at the fixed interest rate of 6.52% per annum. subject to adjustment from time to time as required to achieve the same after tax yield to the Bank as provided in the Bond Resolution (the "Fixed Rate") on the principal amount of the Loan outstanding. all as described in the Loan Agreement. dated as of March 1. 1995 (the "Loan Agreement") between the Florida Local Government Finance Authority (the "Program Sponsor"). the Governmental Unit. First Union National Bank of Florida (the "Bank") and Public Financial Administrative Services. Inc. (the "Program Administrator"). The Fixed Rate shall be based upon a 360 day year comprised of twelve 30-day mon~~. Notwithstanding anything otherwise contained in this Note. the Fixed Rate on this Note shall not exceed the Maximum Rate. as defined in the Loan Agreement. In addition to the above payments. the Governmental Unit will pay Expenses of the Program attributable to the Loan as and when due. as provided in the Loan Agreement. All payments made hereunder shall be applied first to payment of accrued interest on the unpaid principal balance hereof and to other amounts due under paragraph (b) of Section 3.3 of the Loan Agreement. and then to reduction of principal. The principal hereof and interest hereon shall be paid to the Bank at its Principal Office in Miami. Florida. or to the person in whose name this Note is registered. at its address as it appears in the Note Register. on the date of payment, such Note Register being maintained by the Clerk of tlie Governmental Unit. as Note Registrar. This Note evidences a loan made to the Governmental Unit pursuant to the Loan Agreement to finance or refinance the Governmental Unit's cost of acquisition and installation of the Project described in the Loan Agreement (the "Project") and the Governmental Unit has executed this Note to secure all payments due under the Loan Agreement. Such loan is being made by the Program Sponsor. from the proceeds of its Revenue Bonds (Capital Projects Loan Program) Series 1995A (the "Bonds"). .The Bonds are issued under Resolution No. 95-3 of the Program Sponsor adopted February 6. 1995. as amended and supplemented from time to time (the "Bond Resolution"). This Note. and all payments due on this Note does not constitute a general indebtedness of the Governmental Unit. or a pledge of its faith. credit or taxing power within the meaning of any constitutional or statutory provision or ltmltation. Neither the State of Florida nor any political subdtvision thereof nor the Governmental Unit shall be obligated (1) to exercise its ad,valorem taxing power or any other taxing power in any fonn on any real or personal property in the Governmental Unit to pay the WLZ-Q2/22/95-Z028-LA-P -30- principal of this Note. the interest hereon or other payments or costs incident hereto. or (2) to pay the same from any other funds of the Governmental Unit except from the Pledged Revenues. This Note and the indebtedness evidenced hereby shall not constitute a lien upon any property of the Governmental Unit. other than the lien upon the Pledged Revenues. all in the manner provided in the Loan Agreement. The Governmental Unit may prepay. in whole or in part. on any Interest Payment Date. upon not less than 30 days' and not more than 45 days' prior written notice to the Program Sponsor. the Program Administrator. and the Bank. in the manner provided in the Loan Agreement and the Bond Resolution. the outstanding principal of the Loan or portion thereof made pursuant to the Loan Agreement. plus the prepayment penalty under the Loan ~eement. if any. together with accrued interest on the portion of the Loan which is prepaid to the date of prepayment. together with unpaid Expenses of the Program. if any; provided. however. that no prepayment penalty shall be due if the Governmental Unit prepays -this Note on March 3. 2000 or on March 3. 2005. The Governmental Unit shall be in default hereunder upon: (1) the nonpayment after the same is due of any installment of the principal of or interest on iliis Note. including the mandatory prepayment date. or (11) the nonpayment within two days after the same is due of any payment required to be made pursuant to Section 5.2 of the Loan Agreement. or (iii) the occurrence of any other event of default described in the Loan Agreement. In the event of such default hereunder. the registered owner hereof shall have the following ri~ts or remedies: (1) following certain events of default specifled in Section 5.2 of tfie Loan Agreement. the entire unpaid amount of the principal of this Note and all other amounts which the Governmental Unit is obligated to pay under the Loan Agreement. including but not limited to. those sums payabfe under Section 5.2 of the Loan Agreement. shalf become immediately due and payable in full without notice to or demand on the Governmental Unit of any kind and without presentation. demand or protest. all of which are hereby waived; and (11) the registered owner hereof may at its option exercise from time to time any and all rij;!hts and remedies available to it under the Loan Agreement. No failure of the holder nereof to exercise any ri~t hereunder shall be construed as a waiver of the right to exercise the same or any other right at any other time. In addition to all other ri~ts it may have. the registered owner hereof shall have the following rights. each of which may be exercisecf at any time: (i) to pledge. transfer or assign this Note therein and any renewals. extensions and modifications hereof. assi~ng therewith its rights in the Loan Agreement in accordance with the terms thereof and any such pledgee. transferee or assignee shall have all the rights of the registered owner hereof with respect to this Note ana any renewals. extensions and modiflcations hereof and of the Loan Agreement so assigned therewith. and the registered owner hereof making such pledge. transfer or assignment shall be thereafter relleved from any and all liability with respect to the Loan Agreement so ass~ed. except for certain rights reserved to the registered owner hereof; (11) to notifY the Governmental Unit or any other persons obligated under the Loan Agreement to make payment to the registerei::l owner hereof any amounts due or to become due hereon; and (111) to apply any amounts received under or pursuant to the Loan Agreement against the principal of and interest on and other amounts payable under this Note and the Loan Agreement. This Note is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the aoove-mentioned office of tlie Note Registrar. upon surrender and cancellation of this Note. Upon such transfer. a new Note Will be issued to the transferee in exchange therefor. Such transfer shall be made on the Note Register upon delivery to the Note Registrar of this Note. accompanied by a written WLZ-02/22/95-Z028-LA-P -31- instrument of transfer in form and with guaranty of signature satisfactory to the Note Registrar. duly executed by the registered owner or his attorney-In-fact or legal representative. containing written instructions as to the details of the transfer. along with the social security number or federal employer identification number of the transferee. The Governmental Unit shall treat the registered owner hereof as the absolute owner for all purposes. and the Governmental Unit shall not be affected by any notice to the contrary. . The terms and conditions of the Loan Agreement are made a part of this Note as fully as if set forth in full herein. Except as otherwise provided herein. all capitalized terms used herein which are defined in the Loan ~reement shall have the meanings set forth in the Loan Agreement or in the Bond Resofution. WLZ-02/22/95-Z028-LA-P -32- IN WITNESS WHEREOF. City of Parkland. Florida. has caused this Note to be executed in its name. and its corporate seal to be affixed hereto and attested. by its duly authorized officers. this _ day of March. 1995. CITY OF PARKLAND, FLORIDA By: Mayor (SEAL) Attest: City Clerk VVLZ~2/22/95.Z028-LA.P -33- r-c.,Q-c:.~-"';;iI"w ..."""'...." , """" I ...--- --- F~GFM/tity of Parkland PaQ. .i $6.000.0QO~OO on Har. 3. i9c)~ at 4 ;S20' wit h .:~ ' Monthly P4~m."t* 3~O-da.,. Vur . PIYDi~nt Date Total Payment Inter-tit ~lIt PrinciDd A..t Rellaini.n, Sa!. --------------- -------._----- ..--------.....- ------..------ ---.........------... 1 Apr. 3. 1995 32.600.00 3Z~600.00 0.00 ,~OOO.OOO.OO 2: May 3. 1995 32.'00.00 32.600.00 0.00 6.000,000.90 3 June 3. 19'~ 32,600.00 32.'00.00 0.00 ',000.000.00 4 JUly a. 1995 32.bOO.OO 32.~OO.OO 0.00 6tOOO.OOO.00 S AU9. 3. U,S 32,600.00 32.600.00 0.00 6.000,000.00 6 Sep. 3. 1995 32.600.00 32~600.0u 0.00 6.000.000.00 --------.....---- ------------ -.....---------- Annual Subtotal U5.'OO.OO li$..$OO.OO 0.00 ----------......-- ---------.-- ----.,....------- "1 Oot. 3, 1"5 32,600.00 32.~OO.00 0.00 6.000,000.00 8 Hoy. 3~ 1'95 32,600.00 32.600.00 0.00 &.OOO.ooo.oe. 9 Dec. a ~ .l99~ 32,'00.00 32.(,00.00 0.00 6.000,000.0(' 10 Jan. " 1996 32.600.00 32;'00.00 O~OO &~OOO.OOO.O(l 11 Feb. 3. 199' 32.'00.00 3~.600.00 0.00 ',000,000.00 12 /'lar. 3. .1996 32.600.00 32.600.00 0.00 6.000~OOO.OC 13 IlPf. S, 1'" 32.600.00 a2.600.00 0.00 '.OOO.OOO.OC 14 Hay 3. 199& 32.'00.00 3:2.600.00 0.00 ',OOO.OOO.OC 15 June 3. 199' 3i.'OO.OO 32.600.00 0.00 '.OOO.OOO.oc 16 JulY 3. 199' 32.600.00 32 :600 .00 0.00 "oee,ooo.ot 1; AU'i!. 3. 199& 32.600.00 32.400.00 0.00 6.000!OOO.OC 18 Sap. 3. 1996 32~'00.OO 32.6'00.00 0.00 6,000.000.OC -------------- ------------ ------------- Annual subtotal 3'1.200.00 3'1,200.00 0.00 --------------.. ------------ ------------- 19 Oct. S, 19" 32~'OO.OO 32"'00.00 0.00 6,.000,000.00 20 Noy. 3. 1996 32.600.00 32.'00.00 0.00 "OOO.OOO.OC 21 Oec. 3, 19" 32,'00.00 32,&00.00 0.00 6,000,000.00 22 Jln. 3, 1997 ~2.'OO.OO 32 ,'6aO. 00 0.00 6~OOO.OOO.OO 23 Feb. 3. 1"7 32.600.00 32 ."00.00 0.00 6.000.000.00 2.- Har. 3. 1997 32,&00.00 3i.~oo.oO 0.00 6.000,000.00 2S Apr. 3. J.9'~ 32~'OO,OO 32.600.00 0.00 6.000.000.00 26 l'Iay 3, U'7 32.600.00 ~2.~OO.OO 0.00 6.000.000.00 27 June 3. U'7 32..'00.00 32.~OO.00 0.00 6.000!,OOO.OO 28 July 3, 1'" 32..600.00 3~. 6,00.00 0.00 6.000!'OOO.OO 29 Aug. 3. 199"1 32.600.00 32.'00.00 0.00 6,000.000.00 30 Sep. 3. 1997 3:.'00.00 32.600.00 0.00 '.000,000.00 -.------------ ..----------- ..------------ Annual subtotal 3'.1..200.00 $'1.200.00 0.00 -------------- -----------.., .....-...--------- .31 Oet. 3. 1997 32.'00.00 32 ;'00.00 0.00 '.000 .000.00 32 Nov. 3. .1."1 32..'00..00 32.600.00 0.00 '.000,000.00 33 Dec. 3. l"1 32.600.00 32.'QO.QO 0.00 '.000.000'.00 34 Jan. 3. .1.998 32.'00.00 32 ..,~OO .00 0.00 '.000.000.00 35 Feb. 3 ~ 19'8 32.'00.00 32.600.00 0.00 '.000.000.00 . . . . ..' '"" -34&- FEB-22-19'35 14:16 FKOM PFR5 IU .I. :71O'+.J:lCl:l~ r' . l:I.J I FLGFA/Citv of'Park1and Paqa 2 $6.000pOOO.00 on Har. 3. 1"5 at 6.S20~ with ' l10nthly Pa>'ments 360-day 'r'ear f Payment D.te Total Ply.ent Intere$t Allt PrinciDal AlDt Re.aininq aiL 4 ....------...-.-..-- .-------......--- ______._v___ ----------...- ------------..... I 36 l1ar. 3. 19'8 32.600.00 32;600.00 0.00 6.000.000.00 Phue 2: *6.000pOOO.00 at '.520;' witn ~04 "onthlY Payment$. 360-day Year ~ 37 Apy. 3. 1"8 48.735..L7 3Z,600.00 1<>.135.17 5.983,8'4.83 ~ 1 38 i'iay 3. 1'98 4&.735.11 32. 512 . 33 16.222.~ ~p'61,.641.'}' i 3' June 3. 19" 48.735.17 3~'. 424.1' 16.310.'8 S.'Sl~331.01 . 40 July 3. 1"8 48.735.17 32.335.Si 16 p 399 . 60 5.934. '31.41 t 41 .:lu~. 3. 1998 48.13S..1,7 32.24'.46 .l6. 488.11 5.918~442.70 i 1 42 Sep. 3. 1"8 48.i35.U 32.151$.87 16.570.30 ~ . '0,1. 864 . 40 , -------------- ------------ ------------- . ! Hrmu&LSubtotal 4e8,0J.l.0~ 3e'.8'~S. 42 1)8.135.60 i i -------------- ------..........-.- _________~ifIlt.....". > I 43 Oct'. 3. n98 48p;35.17 32.066.80 10.."8. ~, 5.885.194.03 i 44 Noy. 3, 1998 48.735.1; 31."'.23 16.758.94t 5.8'8.~37.0' I 45 Dee". 3. 1'98 .tBp73S.l7 31.885.17 16.830.00 5.851.587.09 I 46 Jan. 3. 199' ~8.73S.1; 31.793.62 16."14J..53 3 . 83..,. 64~ . 54 ! ! 47 Feb. 3t 199' 48.735.17 3l'.701.57 17.033.60 5.817 .'ii.'4 i 48 liar. 3. 1'" 48.735.17 U.409.02 17.1U.1S S.800~485.i' ! ! 49 ~pr. 3. i999 -<18.735.17 31.515.9' 17.219.20 5.783~2".$~ SO nay :3. .19" "8.73S.1; 31~~'22.42 17.312.75 ~.71~S.9S3.84 Sl June 3. 1'" 48.735.17 3L 32tl. 35 17.4106.82 S.748.S47.0Z 52 JulY ~. U" 68.735.17 31.,233.n 17.501.40 S.731p04$.6l 53 AuO. 3. 1'" 48.735.17 31.138.68 li.S".4~ 5.713,449.13 54 Sep. 3. J.999 48p735.17 31.043.07 17.~'2.10 5,"5.757.03 -------------- -..._--~------ ------------- Annual Subtotal 594.822.04 378..714.67 20&.J.07.31 -------------- ---------...-- .,.------------ 5$ Oqt. 3. 19" da~73S.17 30~~.46.9S l' .i'88.22 S.'71,'68.Bl S6 Nov. 3. U" ~8.'3S.1; 30'.850.30 11.,084.81 5.660.083." ~7 Oee. 3. 199' 48,735.17 30.n3.12 17.982.05 5.'42.10i.9~ 58 Jan. 3. 2000 48.735.11 30.,6S~.42 18.01'.75 5.&24.022.1' 59 Feb. 3. 2000 48.73S.l7 30.5S7.19 18,171.'8 5.605~844.U. 60 Har. 3. 2000 4a~735.17 30.458.42 18.2i..75 5.581..561.41 61 Apr. 3. 2000 48.735.17 30:,.359.1.2 18,376.05 S.5".191.3E 62 Hay 3. 2000 48.735.17 30.~".27 18.475.'0 5.5S0.7.U.4E 63 June 3. 2000 48,,735.17 30 ~,.l58. 99 U.576.28 S.S32.t39.1E ~4 July 3, 2000 48_735.17 30.0S7." 18,.677.21 'S.5H.461."7 65 AU9. 3. 2000 48.735.17 29,,956.48 18. 7i'8. &9 3.494,'83.26 " Sap. a, 2000 .O.73S.i' 29 .'9S4. 4S 18.880.72 5.475,802.56 -----------",.-- ------------ ------------- Annual, Subtotal 384t.822.04 364.867.57 2U.954.41 --........--------- ------------- ---------.--- 67 Oct. 3. ZOOO 48.73~.17 2'~7S.L.86 18~'S3.31 5.056.819.25 . . -54b- FEB-22-1'3S5 14: 16 FROM PFAS TO 1 '304J':6El500 P.e4 ..~~.~~~;t.!.."..>:. . F'LGF'~/City of '~iTkland Page 3 Phase 2: $6.000,000.00 ~t '.520,_ with 204 "onthlv Pay.ents 360-day Yur- t PaYlIlent Datt TotAl PaYlllent Ihtere.t"Allt Principal Aat Rell.dnln9 8al. -----......------ ----------.--- ------------ ------------- ------..------- 68 Nov. 3, 2000 48~735.17 29,: '-48.72 i9.086.45 $.437.732.80 &, Dec. 3. 2000 48.135..17 29~~4S.01 19.UO.16 S.418.S4~.'q 70 Jan. 3. ZOOl 48.735.17 29,440.75 U~2'4.4Z 5~399J2A8.22 '1 Feb. 3. ~00.1 48.135.17 29,.335. '2 U.399.25 5.379.848.'7 12 liar. 3. 2001 48,735.17, 2'.230.Sl 19.504." 5.360.344.31 73 Ar>r. 3. lOO! 48.735.17 2'i124.SJi 1'~&10.&3 5.340.733.'8 74 HolY a, 2001 48.735.17 2'.011." U,111.18 '5,321.01.6.50 75 June 3~ 2001 48,735.17 28 . 9:1 0 . 86 19.624.31 5.301.19(.19 7' July 3. 2001 48.135.17 2tl..803.U 19.93~.O3 S.281.Z60.16 77 AU9. 3. 2001 <18.'35.17 28,~'j4.0~ 20.040.32 5.2'1.2J.9.84 i'0 SIO. 3. 2001 48.735.ii 28,.58S. '6 20.14'.2J. S~241.070.'3 ----.--....------- -----------. ------------ Annud Subtotal 584.822.04 3.50..090.11 234.;31.'~ _______..__w___ ------------ ..-...---------- 79 Oct. .3. 2001 48.73S.17 za.476.48 20.2$8.." 5,220.811.'4 80 Nov. 3~ 2001 48.73S.1; 28.366.41 20.3'8.76 S,200.4~3.18 &1 Oec. 3, 2001 cia.73~.17 ~e.2SS.74 20.41'.43 5.17'.963.75 02 Jan. 3, 2002 48.735.17 28,1-44.47 20.nO.10 5.1S9,313.0S 83 Feb. 3. 2002 48,735.17 28,-,032.59 20.702.58 'S~138.'70.47 84 Mar. 3, 2002 48.735.17 27.~920.11 20.81'.0' 5..117.8'3.4J. "'eS ',Apr.,. 3, 2002 48.735.17 27-.807.01 20.928.16 5.09&.927.25 B'., Hay 3, 2002 48.735.'17 2i"~,('<)3. ~O 21..041.87 5.075.885.38 87.. June 3", 2002 48,735.17 27.578.'8 21,156 . L' S~OS4.;Z'.1' , '88 JulY 3, 2002 o8~135.17 27.464.03 2.i.. 2' 1.14 5.033.458.0; , '89' , Aug. 3. 2002 48.735.17 27.3,48.4(. 2.1..386. n 5.012.071.34 '0 5ep: 3.. 2002' 46,735.17 Z7.~32.2S 21.502.92 4.9'O.5U.42 ...------------~ ------------ ---------...--- Annual Subtotal ~84!,a22.Q4 334'~aU.S3 250.502.2.1 -----....-...----- ___w________ ---------....- '1 Oct. 3. 2002 48.735.11 27'.115.42 21~619.7S 4."8.'48.6' 92 Nov. 3, 2002 46,735.11 26.997.'5 21.737.22 4.'41.211.45 93 nec. 3~ 2002 48.735.17 2'~O'9.85 21.855.32 4.925.356.13 9~ Jan. 3, 2003 48.735.17 26.i'1..10 2l~ 974.01 4.'03.38Z.0' 95 feb. 3~ 2003 48.i35.1; 26.641.71 22,,093.46 -4.081.299.60 96 ".ar. 3, 2003 48~735.J.7 26'.521.6; 22~213.~0 4.8~'.01~.LO '7 Apr. 3,. 2003 48.735.J.1 26../$00.97 22..334.20 4.836.140.'0 '0 "ay 3, 2003 48.735.17 2'~279.6.3 22.455.54 4.814.285.3' " ,'June 3, 2003 48.735.17 26.,157.62 22.511 .~3 . 4.7n.707 .81 100 JUly 3. 2003 48~73S.17 26~O~.9S 22.100.22 4,7".OO7.S~ 101 Auq. 3, 2003 48.'35.17 25.911.'1. ~2.823.S' 4.74(~.184S.03 102 SeD. 3. Z003 48.735.11 25.187.60 22.'47.57 4.723.230.46 -------------- --...-...,-..----- ---..-------- Annual Subtotal 584.822.04 317.~'O.OO 2'7,33.1.96 ---------..---- ------:------ ...'*'----------- .0 ..' I' :',', I ",', , ',," ~. .: ", . . -. , . . ... . . ...... -Me- Fc:.o-2~-1:;S5 14:.1.7 Fkwri ,...rH:) IU .I.='Il:.'"+.J;ICl~~ r"'.~ FLGFA/Citv of Parkland Paqe 4 PhAse 2: $~.OOO.OOO.OO ~t 6.~20" with 204 Nonthlv Pay.ents 360-day "Ve~r I Payment Date Total PaYlent Interest A.t PrinciD&l A.t RtIla.i ni n~ 8&1. --------------- ..-------..----- ---------.._- ------------- ~""'---------_..- 103 Oct. 3. ~OO3 48.i3!.11 25.\662.'Z 23.072.25 4.700.1'4.21 104 Nov. 3. 2003 .8.733.17 2S.53;.3~ 23~19i.61 4.67'."'.60 105 Dec. 3. 2003 48,735.17 25,411.52 23.323.6' 4.'S3.642.95 10' 3an. 3. 2004 48.735.17 25.28~.79 23.450.38 4.630,U2.S7 107 Feb. 3. 2004 48.735.17 2.s~157.38 23.577.79 q~'O'.U4.1e 108 tI.r. 3. 200q 48.'35.17 2's.OZ'.Z7 23,705.90 4.582.'08.88 10' Apr. 3. 200~ 48.135.17 24.'00.47 23,834.'0 ".559.074.18 110 Hay 3. 200-4 48..;35.17 caf.i70. '7 23,"4.20 4.535.10'.'8 111 June 3. 2004 48.73.5.11 24.640.7(, 24,094.41 4,Sil.015.~' 112 JulY 3. 2004 48.735.17 2:4 ~ 5,09'.85 2:4_225.32 4,486.790.25 113 AU9. 3. 200. 48~f'35.17 24', ~;8. Z3 24.3S6..94 4.462.433.31, 114 ''Sep. a. 200.- 48,735.17 24_2.4~.89 241.489.28 4.43'.944.0~ ------'----'--.... .v__________ ---.-....------- Annual Subtotd 584.822.04 Z'9.5~<}.61 2$S.2~2.4:: __..,_w__________ --------~.._- ---------....--- 11S Oct. 3. 20041 48:0735..1.1 24..1J.2~e3 24.'-22.34 4_413.3Zl.67 .1.1' 'Nov. 3. 2004 48,735.17 23~979.05 24.'56.12 4.388.565.57' 111 Dee. 3. 2004 48.'3$.17 23.844.54 <4.890.63 ....363."..'... U8 Jl.n. 3. 2005 48.73~.17 23.10'.30 25~02S.87 4.338..649.01 119 Feb. 3. 2005 49.'!S.1' ~3..S.73.33 Z5.1ftl.8.t1 4.313.487.23 120 Har. 3. 2005 48.735.17 23.4t36.U 25.2'8.S6 4.Z88,l88.'" 121 Apr. 3. 2005 .tI8.735..1.7 23.2,9'.16 25..436.01 4.262.752.6~ 122 Hay 3,. 200S 48.795..1.7 23,l~O." 25.574.21 4,237.178....~ 123 June 3. 2005 48.'~S.1' 23. '02:2: . 00 2's.713 .17 4,211.4'~.28 124 July 3~ 2005 48.735.17 22,882.29 25.852.88 4.185.612.40 1 12S Au~. 3. 2005 4u.135.17 ~2,741.eS 25."3.14 4.1S'.U'.Oi 126 SIP. 3. 200S 48.735.17 22..600. '0 26,134.S7 4.133.484.4' _______v______ ------------ -------........-- I Annual Subtotal 584.822.04 280:362.50 304.45'.54 I ---------..---- _.._---~,-...-.- ------------- 121 Oct. J. 200S 4e~735..1.1 22..'4S8.60 26,276.5i 4,i01.20iY.'2 I 128 Noy. 3. 2005 4B.735.J.7 22..~lS.83 26.41'.34 4,080.188.58 I' I 129 Oec. 3. 200~ 48.735.17 22,.172.28 26.562.89 4.0S4.225.6' I '. 130 Join. 3. 2006 _8.135.11 <2 :.Q27 . " 26.;07.21 4~021.S1e.48 I 131 Feb. 3. Z006 48.135.17 2l'~882.85 2".852.32 4,OOO.666.U I I 132 Har. 3~ 200' 48.735.1; 21 ;,;1'U. 9S 26.998.22 3,973."7.'. I " . : ..' 13~ Apr. 3, 2006 48.135.17 2:1.:590.26 27.144.91 3~946p~23.03 , . ,134 J1ay 3. 2006 48.735.17 2i.,iA2.78 27..U2.39 '3.919.230." 135: June 3, 2006 48~73S.J.7 2l~294.49 21_4140.68 3~S'l,78'.'" ,,136 JulY 3, 2006 48.735.1; ~1...1'45. 39 21.58'.78 3.864.2OO.1C .. 137, f\Ug'. 3. 2006 48p73S.11 20,99S.49 21.739.'8 3.83',460.S0 138 Sap. 3. 2006 48.;35.17 20 ~'844 .17 21.8-,0.40 3.808.510.1(1 . ~.,,---------_..- -..- - ---.----- --...--..--..--- AnnuAl Subtotal .s8~.822.04 259.'01.65 324.'14.3' ...--------.......- ----------.... ------------- " ,; ....:.:. . I .~.::,; I' '. ': . '1" '7"~ .:<.~.>.' ".: I. -. . . . .. . . -34d- FClr~~-l';!':J:;) ~~I:'r::.:',~,:~:" .,-.::~~.:: 14; l'( ~t<UrJ t-'t-A5 TO 1 SIa4~el500 P.06 FLGF'AlCib oJ Parkland PaQI S Phase 2: $'.000.000.00 at '.520~ with 20~ Honthly Payments S'O-~aY year · Payment Date Total P~Y.8nt Interest Alt pr1nc1o~1 Amt R..linin, 811. ----------~--- -------------- ----~~------ ----~---_._-- -------..~._-- 13' Oct. 140 Nov. 141 Dec. Hi Jan. 143 Feb. 144 liar. 145 ,Apr. 1.t6 I'll)' 1.47 June 148 JulY 14' AUg.. 150 Sep. 3. ~OO6. 3, 200' 3. 200~ 3. 2007 3~ ZOOi !. 2007 3. 2001 3. 2007 3. 2007 3. 2007 3. 2007 3. 2007" 4e.733.17 48.735..L7 48.735.1; 048.733.1.7 48.135.17 48.735.17 48.73!.17 48.135.17 48.735.1i' 48.135.17 48.135.17 40.73~.17 ~O.6'3.23 20.~410.B7 20~3a'.'a 20.2!3.66 20~07a.aO 1'-.923.10 ,19.?".S' 19,. '.0<<; .1b 1~.4.50.'1 1 CJ: 2,'1. 80 1'.131.82 .l8.~70.'8 28.041.'" 28...194.30 28.347.49 28.501.51 28.656.37 ~0.812.07 28 . "8 .6i 29~126.01 29.284.26 2'.443.37 2'.603..35 2CJ.764.U ~nnud Subtotal -------------~ .~-----_____ ________w__~_ 346.743.47 1Sl Oct. 3. 2007 ,152 Nov. !. 2001 '1~3 Dec. 3. 2007 154 Jan. 3. 2008 US I:'eb. 3. 2000 156' tlar'.' 3~ 2008 1S7 Apr. '!. 2000 lS8 Hav 3.,2008 15' ,'June 3. '200Q , , 16'0,' 'July' 3., 2008 '161 AuO. 3. 2008 1'2 SeD. 3. aDOS S64i.OZZ.04 ~_...._--------- 48.735.17 48.135.17 48.135.17 4e~135.17 48.735.1' 48,735.17 ~8.'3S.11 48.735.17 ~8.';3S.11 48~73S.11 , '48..;35.17 48,,735.17 2'38.'010.57 18~'09.26 18'..6.46.66 18.483.18 18~318.81 18.133.55 17,~ '87.39 17~820.33 17.6~2.3S 17:.~83.47 17.3.13.61 11:i42.'5 16:~ 'il..30 29.'U.91 30.088.51 30.251.'9 30,41&.3' 30.581.'Z 30.74'.18 30.'141.84 31..0ea.82 31.251.70 31.421.50 3~.5'2.22 31.163.07 ~_____________ __a_________ _____________ Annu.l,S~btotal 584.822.04 , " 163 Oct. 164 Nov. .165 Dec. 166 Jan. J.67 Feb. 168 Mar. U9 AC'r. J.70 l'Iay 11J. June 172 ' ,JulY 173 ,AU~~ 174 Sep.~ . ' .".". .. 214'.182.'2 310.039.14: -------------- -----~~----- ------------- 3. 2008 3. 2000 3. 2008 3. 2009 3. 200' 3, lOO' 3. 2009 3. 200' 3, 2009 3. 2009 3, 2QO" 3. 20~9, 48,.;35.17 48.73.5.17 48,.73S.J.1 48.135.11 ~e~13.5.1' 40.135.17 48.135.17 48.735.1.7 4S.735.11 .48.135...11 48.135'.11 048,.7.35.17 H.~798.11 U,.625..19 16.450.73 U~27S.31 16.0.,8.95 15.921.63 ls.'i43.3~ 1,5.$604.08 15:383.05 ~5.2,02. '4 1'5.020.4S .1,.(, Ui . 27 31.936.46 32.1~.'8 32.2~.44 32.459.8' 32.636.22 32.8.13.54 32.'91.03 33.171.0' 33.351.32 33.532.53 33.714.72 33.8".'0 .---~_W__.___._ ____________ ___________._ .,' " 'An~"'al Subtotu ,S845.822.041 189~922..l.5 394.899.BS , I, '." t ____.___...____ ______._____ ____________ .." . " , ,- :' -. . . -34e- 3.780.sze.l6. 3.752.333.86 3.723.'''.37 3.6';5.48.4.86 3."'.028.49 3.'38.016.42 3.609.047.81 3.5", '21.00 3.S~O.631.S4 3 .521. 194..L7 3.01.590.82 3..ci'i~a2'.'3 3.431.900.12 3.401.812.21 3..371.560.22 !.341.143.8& 3.:UO,56Z.24 3.2".81'.46 3.2048.8".62 3,217.0U.80 3..186.565.10 3.155.143.'0 3.J.23.551.38 3,0'1~1e7.!1 .1 ~ 039 ~ 8Sl. 0.5 3..027.741.07 2."5~4$6.63 2.962.'".''' 2,930,3'0.55 2.B97.5~1.01 2~"~.!5S.1I . .2 .831.384.0' 2.798,032.;; 2.'64,500.24 2.730.785.52 2.'''.887.'2 . . . ... r~ __ .~,- .~-.- FLGF~/City of Parkland P~qe 6 .6.000.QOO.00 at 6.520~ with 204 Monthly Payments 3~o-daY 't,ear . Payment Oate iotal P&~~ent Inter.at ~~t Principal Amt Reaaininq 8al. Phaee 2: ----------.--- -------------. ------------ ------------- ---------~---- L'~ Oct. 176 ' Nov. 117, Dec. 178 Jan. 17' Feb. 180 Mar . 181 ADr. 182 Ha)f 183 Ju.ne 1841 July 185 AUQ. 18b SeD. 3. 200' 3. 20tJ9 3. 200' 3. ~0.10 3. 2010 3. 2010 3~ 2010 3.. 2010 3. 2010 3. 2010 3. 2010 3. 2010 Annuil Subtotal 187 Oct. 3. 2010 188 Nov. 3~ 2010 1.8' Dee." 3p 2010 1'0 3an. 3p 2011 1'1' Feb. 3. 2011 1'2 Har. 3. 2011 193 ~DT. 3. 2011 1'4 HIY 3. 2011 1'5 June 3. 2011 1'6 Ju.1Y 3. 2011 1'7 Auq. S. 2011 1'8 Sep. 3. 2011 t\nnu.&.l. Subtotal 1" Oct. 3. 2011 200 Mov." 3. 20U, , 201 ,Dec. '3.2011 .,202 . Jan. 3. 2012 .~ .203 Feb. 3.2012. ." , . 2041' Har. 3. 20.12 ',' ,', : 205 AD". 3. 2012 20& Hay 3. 2012 " .:, " 207. Jun. 3, 2012 " .,:.:,' ~08' 'JulY S. 2012' '" .:, '20" Aug. 3, ~Oll " 210 SeD. 3. 2012 A"flUal Subtotal ..,.:,:.....~\< " '.' . .' .. .' ..... '.,IIf ..':~: .... '. : . . ".:. ,':.. \:..... . ~ ." :. " "',; ',..:,'..',~..}:... '. ~ . ,... '..:: :". I" :::;1:1?:>,< ...;.~' . 48.'35.17 48.735.1.7 48.135.11 4i8.133.17 48~nS.l7 48.735.17 48.135.17 "8.73S.17 48..735.1.7 48.735. J.7 48.'35.17 48.13~.1' .58".822.04 14 ~'633.0' 14 ..461.~)l .i.4.2Bl.72. .14,.,094. S3 13. ~o,.:u 13,.717.08 13~S26.81 1.3,.335. !>l 13.143.17 12~".ti'.;9 l2.7".3& 12.S59.87 163 .~3h .1.5 34.082.08 34.2'67.2& S4.4S3.q5 34.'.0.64 34.028.8' 3~.0J.8.09 35.20B.36 35.3".6" 3!.S'2.00 35.185.38 35.979.91 36.ii5.30 -----------.-- ------------ -----~..----- 421.430.8' 48.73S.17 4$..133.11 48.135.17 48,135.11 48.735.17 '48.135.11 40.735.11 48.73S.11 48.735.1; 40.73S.li 48.133.1' 48.735.11 12,a'3.31 .LZ~!'5.69 , H)'" .00 11. ..767 . 23 1l..566.37 ll". 36".42 lLU1.37 10.'57.22 lO.731." 10.545.58 10.338.09 10.12'.4' 3'.371.N 36,,"'.48 36.11,8.17 36."1. '4 31~U8..80 3'.310.1! a7~S73.80 37.',"1.'3 31.'83.21 38.18'.5' 30.391.00 38.60'.71 ___________~~~ ________M___ _____________ ~e~.822.04 ,!.3s~on .70 449.7414.304 .------------- -----~------ ----~~------- 48.735.17 4a.73~.17 48.735.17 48.'35.11 48.735.1; ~S.7a5.17 48.135.17 48.735.17 48.135.17 4ie.73~.l' 48.735.17 48.73$.17 , f:itU .70 '.708.81 ~'.4'6. 76 '.'2~3. 57 '.06'.21 8,. 8'S3. 70 8;637.01 e.,419.1~ 8,200.0~ ' 7.;~".e5 7 .758.41 1.n!.77 ~8.a15.41 39.02':3' 3'.230.41 3'.451.&0 3'.f65." 3'.881.47 40.0'8.16 410.316.03 4iO.!35.01 40.755.32 60."'.76 41.199..0 -~------------ -------~---- ------------- S84.822.0~ 104~662.02 A79!"'O.02 -----------~-- ----~~------ ------------- '. , . . -34f- ~.(,6~.eO'.34 2.~28.538.2e 2.594.004;03 2.SS'.444.1' 2.524.'15.33 Z.489.5'7.24 2.454.388.68 Z..nO.98'.22 2.383.391.22 2.347.o11.84 2.311.632.03 2.275.456.73 2.239.084.8:' 2.202.'15.3' 2.165.7.'.22 2.128.17'..28 2.0'1.UO.48 2.0$4.~3'.i'3 2.016."S.'3 1~"8.B8'.'8 .1.'40.904.77 1.90l.715.J.8 1.8&4.310.10 J..825.712.3' 1.186.8".9~ 1.7"?810.5t. l.108.632.H .1..,., .180 .!~. 1~62,,514..5' l.Se'.U3.1t: 1.54'.534.'" '1.S0'.218.'~ 1.4&B.'83.8!. 1.4tZ1.'2D.!!' 1.386.'51.n 1.345.752.3i . , .