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1995-22 Authorization Borrowing $6M from Nations Bank RESOLUTION NO. 95- 22 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $6,000,000 TO FINANCE THE COST OF RECREATION PROJECTS OF THE CITY; PROVIDING THAT SUCH NOTE SHALL NOT BE A GENERAL OBLIGATION OF THE CITY BUT SHALL BE PAYABLE ONLY FROM PLEDGED FUNDS AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES, AND REMEDIES FOR THE OWNER OF SUCH NOTE; PROVIDING FOR THE CREATION OF CERTAIN FUNDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY' THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, THAT: Section 1. Authoritv for this Resolution. This Resolution is adopted pursuant to the provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the City of Parkland, Florida, and other applicable provisions of law. Section 2. ~j~i~ions. The following words and phrases shall have the fOllowing meanings when used herein: "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the City of Parkland, Florida, and other applicable provisions of law. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "Clerk" means the duly appointed City Clerk of the Issuer, or any duly authorized deputy thereof. "Code" means the Internal Revenue Code of 1986, and any Treasury Regulations, whether temporary, final, promulgated thereunder or applicable thereto. as amended, proposed or "Cost" means, with respect to a Project, all items. of cost authorized by the Act. "Designated Revenues" means any non-ad valorem revenue which the Issuer has designated as such pursuant to Section 7 hereof.' "Franchise Fees" means all sums accruing to the Issuer pursuant to the following franchise, including all extensions of said franchise and renewals thereof, and all franchises granted by the Issuer to others providing simi lar services upon the termination of said franchise: (i) The franchise granted to Florida Power & Light Company pursuant to Ordinance No. 11. "Half-cent Sales Tax" means the portion of the "local government half-cent sales tax" allocated to the Issuer pursuant to Part VI, Chapter 218, Florida Statutes. "Issuer" means the City of Parkland, Florida, a municipal corporation of the state of Florida. "Loan Agreement" means the agreement between the Issuer and the Original Purchaser in the form attached hereto as Exhibit "B." "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice-Mayor of the Issuer. "Note" means the Note of the Issuer authorized by Section 4 hereof. "Note Payment Fund" means the fund by that name established pursuant to Section 9 hereof. "Original Purchaser" means NationsBank of Florida, N.A. "Owner" means the Person or Persons in whose name or names the Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, fi rms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Funds" means the Franchise Fees, the Half-cent Sales Tax, any Designated Revenues and all amounts on deposit in the Note Payment Fund. "Principal Office" means, with respect to the Original Purchaser, the office located at 6499 North powerline Road, Suite 309, Fort Lauderdale, Florida 33309, or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means the acquisitibn and development of recreation facilities by the Issuer. "Resolution" means this Resolution, pursuant ,Note is authorized to be issued, including any Resolutions adopted pursuant to Section 11 hereof. to which the Supplemental -2- 7437M "State" means the State of Florida. "Supplemental Resolution" means to this Resolution adopted by the Section 11 hereof. any resolution supplemental Issuer in accordance with Section 3. Resolution to Consti tute a Contract. In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. Section 4. Authorization of Note. Subj ect and pursuant to the provisions of this Resolution, a special obligation, of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal amount of not to exceed $6,000,000 for the purpose of financing the Cost of any Project. Because of the characteristics of the Note, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note at a private negotiated sale. Prior to the issuance of the Note the Issuer shall receive from the Original Purchaser the disclosure statement containing the information required by Section 218.385, Florida Statutes. Section s. Descri'Ption of Note. Th~ Note shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Mayor and the Original Purchaser, and shall have such other terms and provisions, including the interest rate and maturity date, as stated in the form of Note attached hereto as Exhibit A. The Note is to be in substantially the form set' forth on Exhibit A attached hereto, with such changes as may be approved by the officials of the Issuer executing the same, such approval to be conclusively established by such execution. The Note shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be attested with the manual signature of the Clerk, and the said Mayor and Clerk are hereby authorized to execute and attest to the Note on behalf of the Issuer. Section 6. ~stration and Exchange of Note: Persons Treated as Owners. The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall -3- 7437M be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7. Payment of Principal anp Interest: Limited Q..Qli.9-atiQ.n. The Issuer promises that it will promptly pay the principal of, premium, if any, and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the principal of, premium, if any, and interest on the Note is payable solely from the Pledged Funds, and nothing in the Note or in this Resolution shall be construed as pledging any other funds or assets of the Issuer to such payment or authorizing such payment to be made from any other source. The Issuer is.. not and shall not be liable for the payment of the principal of, premium, if any, and interest on the Note or for the performance of any pledge, obligation or agreement undertaken by Issuer from any property other than the Pledged Funds. No Owner of the Note shall have any right to resort to legal or equitable action to require or compel the Issuer to make any payment required hereby or by the Note except from Pledged Funds. The principal of, premium, if any, and interest on the Note sha 11 be payable f rom the Pledged Funds. The payments sha 11 be secured by an irrevocable lien on the Pledged Funds, and the Issuer does hereby irrevocably pledge such Pledged Funds to the payment of the principal of, premium, if any, and interest of the Note. The lien of the holder of the Note on the Pledged Funds shall be senior and prior to the liens of the holders of any and all other obligations of the Issuer which are payable, in whole or in part, from the Pledged Funds (the "Junior Debt"), regardless of whether such other obligations are issued or incurred simultaneous with or subsequent to the issuance of the Note. In the event that the Half-cent Sales Tax or Franchise Fees, or both, are reduced or eliminated by reason of a change in Florida law or technological obsolescence or if for any other reason the amount of the Half-cent Sales Tax and Franchise Fees collected by the Issuer in any year should be less than 120% of the amount of principal and interest payable on the Note in such year plus 100% of the principal and interest payable on any Junior Debt in such year, the Issuer shall designate one or more other lawfully and contractually available non ad-valorem sources, if any exist, in an amount at least sufficient (such source(s) in such amount, the "Designated Revenues") to cause the aggregate of the amount of such Designated Revenues and the Half-cent Sales Tax and Franchise Fees collected in each year to equal 120% of the principal and interest payable on the Note in such year plus 100% of the principal and interest payable on any Junior Debt in such year, and such Designated Revenues shall without further action be deemed pledged to the payment of principal and interest on the Bond the same as the Half-cent Sales Tax or Franchise Fees. -4- 7437M .... The Issuer further represents and warrants that it has, as of the date of adoption hereof, made no pledge of the Half-cent Sales Tax or Franchise Fees, and that it has not entered into any agreement or made any commitment to pledge the Half-cent Sales Tax or Franchise Fees. Any obligations of the Issuer hereafter incurred and payable from the Half-cent Sales Tax or Franchise Fees or any other Designated Revenues, if applicable, shall contain an express provision to the effect that the right of such obligations to payment f rom such sources is fully subordinate to the lien and pledge hereby created in favor of the Note. Section 8. Comoliance with Tax Reauirements. The Issuer hereby covenants and agrees, for the benefi t of the Owners from time to time of the Note, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) to pay to the Uni ted States of America from the funds and sources of revenues pledged to the payment of the Note to the extent legally available, and from any other legally available funds, at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non-purpose investments (as defined in Section l48(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non-purpose investments were invested at a rate equal to the yield on the Note, plus any income attributable to such excess (the "Rebate Amount"); (2) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (3) to refrain from using proceeds of the Note in a manner that would cause the Note to be classified as a private activity bond under Section l4l(a) of the Code; and (4) to r.efrain from taking any action or omitting to take any action if such action or omission would cause the Note to become an arbitrage bond under Section 103 (b) and Section 148 of the Code. -5- 7437M The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 9. Note Payment Fund. The Issuer hereby creates and establishes a Note Payment Fund (herein, the "Fund"). Subject to the provisions of this Resolution, the Fund is hereby pledged as security for the payment of the Note. The Issuer covenants that it shall, no later than the second Business Day after receipt, deposit all of the proceeds of the Half-cent Sales Tax, Franchise Fees and Designated Revenues into the Fund. Moneys on deposit in the Fund may be invested in any legally permitted investment. Except as provided in the next succeeding sentence, as long as the Issuer is not in default in its payment obligations of the Note, then the Issuer may wi thdr aw amounts f rom the Fund for any lawful purpose. The Issuer shall not withdraw any moneys from the Fund other than to pay debt service on the Note if such withdrawal would adversely affect the Issuer's ability to pay debt service on the Note as the same becomes payable, and upon the occurrence and during the continuation of any event of default no withdrawals may be made from the Fund except to pay debt service on the Note. If the Original Purchaser holds the Fund, upon the occurrence of an event of default under this Resolution or the Note, the Original Purchaser shall have a right of set-off without notice or consent against amounts in the Fund to pay amounts due on the Note. Subject to and not in limitation of the provisions of Section 7 hereof, the Issuer shall budget and appropriate such sum from the Half-cent Sales Tax, Franchise Fees and Designated Revenues in the Issuer's budget each year as may be necessary to pay the principal of, premium, if any, and interest on the Note becoming due in that year. If the Fund is established with a financial institution (the "Depository") other than the Original Purchaser, the Issuer shall provide the Depository with written notification that the Fund is subject to a pledge in favor of the Owner, and the Issuer shall provide a copy of such notice, together with an acknowledgment of receipt thereof by the Depository (provided that a failure by the Issuer to obtain such acknowledgment due to a refusal by the Depository to provide the same shall not constitute a default hereunder) to the Owner. The designation and establishment of the Fund shall not be construed to requi re the establishment, of any completely independent, self-balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of, certain moneys for certain purposes and to establish certain priori ties for the application of such moneys as herein provided. The money required to be accounted for -6- 7437M in the Fund may be commingled with other moneys of the Issuer in a single bank account, and may be invested along with other moneys of the Issuer in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit in the Fund. Section 10. Loan Aareement; Draws. The Loan Agreement between the Issuer and the Original Purchaser in substantially the form attached hereto as Exhibit B is hereby approved, with such changes as may be approved by the officials of the Issuer executing the same such approval to be conclusively established by such execution, and the Mayor and Clerk are authorized and di rected to execute the same on behalf of the Issuer, and when executed, the Loan Agreement shall constitute a part of this Resolution the same as if set forth herein in its entirety. The Mayor, Ci ty Manager and/or the Finance Director of the Issuer are authorized to' request Advances (as defined in the Loan Agreement) in the amounts and at times sufficient to pay the Cost of any Proj ect and/or to pay interest on the Note, provided that no Advance shall be requested after March 1, 1998. Section 11. Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Note except wi th the wri tten consent of the Owner of the Note. Section 12. Limitation of Riahts. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, condi tions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 13. Note Mutilated. Destroved. Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated bond, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer ,and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so surrendered shall be cancelled. Section 14. Imoairment of Contract. The Issuer covenants with the Owner of the Note that it will not, without the written , -7- 7437M consent of the Owner of the Note, enact any ordinance or resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder, the Issuer's Charter or Code of Ordinances, the right or ability of the Issuer to collect the Half-cent Sales Tax, Franchise Fees or Designated Revenues at the maximum amount permitted by law, or any rights of such Owner or the security of the funds which may be pledged to the payment of the principal of, premium, if any, and interest on the Note or reduce the rate at which the Half-cent Sales Tax, Franchise Fees or Designated Revenues is collected or the persons from whom it is collected. Section 15. Enforcement of Collections. The Issuer will diligently enforce and collect the Half-cent Sal~s Tax, Franchise Fees and Designated Revenues, will take steps, actions and proceedings for the enforcement and collection of such Half-cent Sales Tax, Franchise Fees and Designated Revenues as shall become delinquent to the full extent permitted or authorized by law, and will maintain accurate records with respect thereto. Section 16. Budaet and Financial Information. The Issuer shall demonstrate in each annual budget that there are sufficient proceeds of the Half-cent Sales Tax, Franchise Fees and Designated Revenues, if any, to pay the principal of, premium, if any, and interest on the. Note as the same becomes due and payable. The Issuer shall, upon the written request of the Owner of the Note, provide such Owner with a copy of its annual budget and such other financial information regarding the Issuer as the Owner of the Note may reasonably request. The Issuer hereby covenants that it shall promptly give written notice to the Owner of the Note of any litigation or proceeding which if determined adversely to the Issuer would adversely affect the security for the payment of the Note. Section 17. Remedies of Noteholder. Should the Issuer default in any obligation created by this Resolution or the Note, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. The Issuer hereby agrees with the Owner of the Note that the filing of any bankruptcy or insolvency proceeding under any federal or state law by or against the Issuer which is not dismissed with prejudice within 30 days of such filing shall give the Owner of the Note the right to exercise any of the remedies provided under this Section. Section 18. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be -8- 7437M illegal, inoperative or unenforceable in any context, shall not affect any other provision herein or render provision (or such provision in any other context) inoperative or unenforceable to any extent whatever. the same any other invalid, Section 19. Busines~-Ilan. In any case where the due date of interest on or principal of the Note is not a Business Day, then payment of principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 20. Applicable provisions of Law. This Resolution shall be governed by and construed in ,accordance with the laws of the State. Section 21. Rules of Interoretati.Q.D,. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely' to the particular portion in which any such word is used. Section 22. Resolution are for describe the scope Resolution. Caotions. The captions and headings in this convenience only and in no way define, limit or or intent of any provisions or sections of this 'Section 23. Limited Liability of Issuer. It is hereby expressly made a condition of this Resolution and of the Note that any agreements or representations herein or therein contained or contained in the documents and instruments executed in connection therewith do not and shall never constitute or give rise to any personal or pecuniary liability or charge against the general credit of the Issuer and in the event of a breach of any agreement, covenant or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Nothing contained in this Section 23, however, shall relieve the Issuer from the observance and performance of the several covenants and agreements on its part herein contained. Section 24. Officers and Emoloyees of, the Issuer Exemot from Personal Liabilitv. No recourse under or upon any obligation, covenant or agreement of this Resolution, the Note, or the Loan Agreement or for any claim based thereon or otherwise in respect thereof, shall be had against any Commissioner of the Issuer, or any officer, agent or employee, as such, of the Issuer past, present or future, ei ther di rect ly or through the Issuer whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it -9- 7437M being expressly understood (a) that the obligation of the Issuer under this Resolution is solely a corporate one, limited as provided in the preceding Section 23, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the Commissioners of the Issuer, or the officers, agents, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (c) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Commissioner of the Issuer, and every officer, agent, or employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements contained in this Resolution, or implied thereJrO.Ill, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Note on the part of the Issuer. Section 25. Authorizations. The Mayor and any Commissioner, and such other officials and employees of the Issuer, as may be designated by the Mayor are each designated as agents of the Issuer in connection wi th the issuance and delivery of the Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. Section 26. Section 265 Designation Note. The reasonably anticipated amount of tax-exempt obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the Issuer during 1995 does not exceed $10,000,000. The Issuer hereby designates the Note as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the Code. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Note to no longer be a "qualified tax-exempt obligation." Section 27. Subordinate Indebtedness. The Issuer may at any time or from time to time issue evidence of indebtedness that is payable in whole or in part out of the Pledged Funds, and which may be secured by a pledge of the Pledged Funds, provided, however, that such pledge shall be, and shall be expressed in such evidence of indebtedness to be, subordinate in all respects to the pledge of the Pledged Funds created by this Resolution in favor of the Note. Section 28. R.eoealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 29. Effective Date. This Resolution shall take -10- 7437M effect immediately upon its adoption. Passed and Adopted this 15th day of March, 1995. sal&a,~ (SEAL) Attest: S......._ ~~7 Susan Armstrong, C.M. ., City Cierk" -11- 7437M 1. CERTIFICATE OF TRUE COPY I, the undersigned City Clerk of the City of Parkland, Florida, DO HEREBY CERTIFY that attached hereto is a true and correct copy of Resolution No. 95-22 duly adopted March 15, 1995 and that such resolution remains in force and has not been amended. IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of March, 1995. By:0JJ_,,__ f2-..cy City Clerk 7461M TRANSCRIPT OF PROCEEDINGS $6,000,000 CITY OF PA,RKLAND, FLORID;. PROMISSORY NOTE DATED MARCH 20, 1995 MOYLE, FLANIGAN, KATZ, FITZGERALD & SHEEHAN, P.A. BOND COUNSEL 7460M TIME AND PLACE OF CLOSING The closing was held at the City Hall March 20, 1995 (the "Closing Date"). LIST OF CLOSING DOCUMENTS 1. Certified copy of Resolution No. 95-22 adopted by the City Commission on March 15, 1995 authorizing the issuance of the Note. 2. Certified copy of City Charter. 3. Certified copy of Ordinance No. 11 of the City, enacted September 14, 1966. 4. Loan Agreement. 5. General Certificate of the Issuer. 6. Notice of Sale sent to Division of Bond Finance. 7. Receipt for Note. 8. State of Florida Division of Bond Finance Forms BF-2003 and BF-2004-B and Letter of Transmittal. -9. Certificate as to Arbitrage and Other Tax Matters. 10. Form 8038-G and Transmittal Letter. 11. Disclosure Statement of Bank. ' 12. Opinion of Counsel to the Issuer. 13. Opinion of Bond Counsel. TranscriDts. Six (6) complete transcripts are to be prepared for distribution as follows: 2 - City of Parkland 1 - Andrew Maurodis, Esq. 2 - NationsBank of Florida, N.A. 1,- Moyle, Flanigan, Katz, FitzGerald & Sheehan, P.A. 7460M 2. CERTIFICATE OF TRUE COPY I, the undersigned City Clerk of City of Parkland, Florida, DO HEREBY CERTIFY that attached hereto is a true and correct copy of the City Charter as in effect this date. IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of March, 1995. By: \ <)--""'....-- .- Clty Clerk C2.. L~J 7461M " Art. I. Art. II. Art. III. Art. IV. Art. V. Art. VI. Art. VII. Art. VIII. Art. IX. Art. X. Art. XI. Art. XII. (Art. XIII. PART I CHARTER. Transition, 1.01-1.04 General Powers, 2.01-2.05 The Mayor and City Commission, 3.01:-3.07 Elections, 4.01-4.06 City Manager, 5.01-5.03 City Clerk, 8.01-6.03 Emergency Ordinances, 7.01 Sale of City 'Properly, 8.01 Fiscal Year, 9.01 Status of Former! Charter, Ordinances, Resolutions and Officers, 10.01-10.05 Severabllity, 11.01 Referendum and Effective Date, 12.01-12.03 Zoning, 13.01] ORDINANCE NO. 70 AN ORDINANCE OF THE CITY OF PARKLAND, FLORIDA AMENDING AND RE. VISING THE CHARTER OF THE CITY OF PARKLAND; PROVIDING FOR THE DEFINITION OF MUNICIPALITY; PROVIDING FOR CORPORATE LIMITS OF THE CITY; PROVIDING FOR EXPANSION AND CONTRACTION OF THE MUNICIPALI. TY; PROVIDING FOR POWERS OF THE CITY AND CONSTRUCTION THEREOF; PROVIDING FOR INTERGOVERNMENTAL RELATIONS; PROVIDING FOR EXTRA. TERRITORIAL POWERS; PROVIDING FOR TITLE TO PUBLIC PHOPERTY AND STREETS; PROVIDING FOR THE MAYOR AND CITY COMMISSION; PROVIDING FOR COMMISSION DISTRICTS; PROVIDING FOR TERM AND OATH OF OFFICE OF ELECTIVE OFFICERS; PROVIDING FOR COMPENSATION FOR CITY COMMISSION. ERS AND THE MAYOR; PROVIDING FOR REGULAR AND SPECIAL MEETINGS; PROVIDING FOR A QUORUM FOR CITY COMMISSION MEETINGS AND ATTEN. DANCE REQUIREMENTS AT SAME; PROVIDING FOR THE PRESIDING OFFICER OF THE COMMISSION; PROVID~NG FOR ELECTIONS; PROVIDING FOR QUALlFI. CATIONS FOR CANDIDATES; PROVIDING FOR DATE OF ELECTIONS; PROVID. ING FOR THE EVENT OF A TIE VOTE; PROVIDING FOR VACANCY .IN THE MEM. BERSHIP OF THE COMMISSION OR IN THE OFFICE OF THE MAYOR; PROVIDING FOR THE APPOINTMENT AND REMOVAL OF THE CITY MANAGER; PROVIDING FOR NON-INTERFERENCE BY THE COMMISSIONERS WITH THE PERFORMANCE OF DUTIES OF ANY OFFICERS OR EMPLdYEES APPOINTED BY THE CITY MAN. AGER; PROVIDING FOR THE APPOINTMENT AND DUTIES OF THE CITY CLERK; . -Editor'. note-Printed herein is the Home Rule Charter ~fthe City, Ordinance No. 70, adopted in a referendum held on November 2, 1982. Catchlines that have been added are indicated in brackets [ ). State law. reference-Municipal Home Rule Powers Act, F.S. i 166.041. , ./ 1 CHARTER 3.01 1.04 Expansion and contraction of mumcipality. The territorial limits ()f the municipality of the City of Parkland may be contracted or expanded in accordance with Ch. 171 of Florida Statutes. ARTICLE U. GENERAL POWERS 2.01 Powers of the City. The City shall have all the powers possible for a city to have under the Constitution and the laws of this State as fully and completely as though they were specifically enumerated in this Charter. State law reference-MUnicipal home rule powers, F.S. fi 166.021. 2.02 Powers to be liberally construed. The powers of the City under this Charter shall be construed liberally in favor of the City and a specific mention of particular powers ~ the Charter shall not be construed as limiting in any way the general powers cited in this Article. 2.03 Intergovernmental relations. The City may exercise any of its powers or perform any of its functions and may partic. ipate in the fmancing thereof jointly or in cooperation, by contract or otherwise, with anyone or more states, counties or mUnicipalities or civil divisions or agencies thereof or the United States or any agency thereof. State law reference-Florida Interlocal Cooperation Act, F.S. 1163.01. 2.04 Extraterritorial powers. In addition to the powers enumerated herein the City of Parkland shall be vested with all extraterritorial powers heretofore granted by prior Charters of the City , as amended, and the laws of the State of Florida. 2.05 Title to public property and streets. The title or right to easements in and jurisdiction over all streets, thoroughfares, parks, alleys, and all other public property within the territorial limits of the City of Parkland shall be vested in the City. . ARTICLE m. THE MAYOR AND CITY COMMISSION 3.01 City Commission. The City of Parkland shall be governed by a City Commission consisting of five (5) mem- bers, one of wh9m'shall be the Mayor and one of whom shall be the Vice Mayor. The Com- missioners shall elect from among themselves one Commissioner as Vice Mayor. Supp. No, 17 3 CHARTER 4.03 said special meeting. No other subject shall be considered except in the case of an extreme emergency affecting the health. safety. and welfare of the citizens of Parkland. A unanimous vote of the Commissioners may waive the requirement of said notice. Said notice of special meeting shall be posted at City Hall and. if time perniits. advertised in the newspaper. If there is insufficient time to advertise. then the notice shall be posted at a conspicuous entrance to the City. When posting the notice at a conspicuous entrance to the City. the notice only needs to read: "City Commission Meeting" and state the time and place. (c) Quorum. A quorum for any City Commission meeting shall consist of not less than three (3) members of the Commission. (d) Attendance requirement. Any member of the CQmmission missing three (3) consecutive regular meetings of the Commission. without excuse. shall create a vacancy in that. office; provided that the absent member of the Commission shall receive written notice within three (3) days after he has missed his second consecutive meeting without consent. Absence shall be excused for good cause shown upon motion and vote of the majority of the Commission. COrd. No. 90.22. f 2. 12-5~90) 3.07 Presiding Officer. The Mayor shall serve as the presiding officer of the Commission and shall be entitled to vote similarly to any of the Commissioners. The Mayor shall execute all documents on behalf of the City. The Vice Mayor shall preside at all meetings in the absence of the Mayor. The Mayor and Vice Mayor shall perform such other duties as authorized by the 'City Commission. ARTICLE IV. ELECTIONS 4.01 Proclaiming elections. All elections shall be proclaimed by the Mayor at least thirty (30) days prior thereto. and if the Mayor refuses or omits to make such proclamation. it shall be made by the Clerk. but want of proclamation shall not defeat the general election of the City officers. State law reference-Municipal elections in Broward County. Laws of Florida. Chapter 75.350, as amended by Laws of Florida Chapters 76-336. 77-507 and 81-349. . 4.02 Non.partisan election. All Commissioners shall be elected by a city.wide vote of the electors. The election shall be non-partisan. 4.03 Qualifications. (a) Mayor. The Mayor shall be a citizen of the United States of America. at least eighteen C 18) years of age. registered to vote in the City election and must reside in the City of Parkland for at least six (6) months immediately preceding the date on which he/she qualifies for election. No person convicted of a felony shall be eligible to serve as Mayor. Supp. No. 17 5 CHARTER 5.01 4.04 Date of elections. The election for Mayor and the Districts denominated as Districts 1 and 2 shall be held at the general election on the second Tuesday in March 1994 and the general election on the second Tuesday of March every three (3) years thereafter. The election for the Districts de- nominated as District 3 and 4 shall be held at the general election on the second Tuesday in March 1993 and the general election on the second Tuesday of March in 1995 and then at the general election on the second Tuesday of March every three (3) years thereafter. The candi. date receiving the highest number of votes in a general election shall be deemed elected. (Ord. No. 88-20, ~ 3, 12-1-88; Ord. No. 92.26, ~ 3, 12.16.92) 4.05 Tie vote. In the event of a tie vote, a special run-oiT election shall be held and the candidate receiving the highest number of votes at such special run-oiT election shall be declared elected. The special run-oiT election shall be held not later than ten (10) days following the canvass of the returns and the determination of the vote. 4.06 Vacancies. If any vacancy shall occur in the membership of the Commission or in the office of Mayor for any reason whatsoever, the vacancy shall be filled by the following method: (a) If the vacancy occurs within one hundred eighty (180) days of the ~nd of that Com- missioner's term, the Commission may appoint a qualified person, as defined in Section 4.03 of this Charter, to fill said vacancy for the remainder of the unexpired term. If the Commission fails to fill said vacancy within thirty (30) days of the va. cancy, a special election shall be held within forty-five (45) days thereafter to rill same. . (b) If the vacancy occurs more than one hundred eighty (180) days prior to the end of that Commissioner's term, a special election shall be held within forty-five (45) days of such vacancy to fill the balance of the unexpired term; provided that if a general election is scheduled within forty-five (45) days, but at least thirty (30) days after said vacancy, the vacancy shall be rilled at said general election. (c) If any Commissioner or Mayor ceases to possess the qualifications specified in Section 4.03, or if any Commissioner ceases to reside in the district which th~ were elected to represent, such individual shall forfeit that office and it shall be the duty of the City Commission or the remaining members thereof to declare the office vacant and pro- ceed to fill the vacancy as provided in Sections 4.06(a) and 4.06(b). (Ord. No. 85-19, ~ I, 12-5-85; Ord. No. 90-22, fi~ 3,4, 12-5-90) ARTICLE V. CITY MANAGER 6.01 Appointment. The Commission may appoint a City Manager who shall be the administrative head of the municipal government answerable to and under the direction and supervision of the City Supp. No, 17 7 CHARTER 10.02 ARTICLE vn~ EMERGENCY ORDINANCES 7.01 Procedure. In addition to the procedure provided by Florida Statutes for passing emergency ordi- nances, within ninety (90) days after an emergency ordinance is passed by the City Commis- sion it shall be ratified and reaffirmed in accordance with Florida Statutes for normally passing ordinances, or the emergency ordinance is voided. ARTICLE vm. SALE OF CITY PROPERTY 8.01 Procedure for sale. No right, title or interest of the City in and to any property, real or personal, valued in excess of fifty thousand dollars ($50.000.00) shall be sold except under authority of an ordi. nance passed by the aftinnative vote of at least four (4) Commissioners at a regular Commis. sion meeting. (Ord. No. 88-10, f 5, 8-3-88) ARTICLE IX. FISCAL YEAR 9.(,1 Fiscal year. 'I he fiscaJ year for the City of Parkland shall begin on October 1 of each year and end on .' Septeuber ,~O of the following year. ARTICLE X. STATUS OF FORMER CHARTER, ORDINANCES, RESOLUTIONS AND OFFICERS 10.01 Former Charter. .. All provisions of the fonner Charter, Laws of the State oCFlorida Ch. 63-1758. as amended. are hereby rePealed with the exception of those which became ordinances and which are not in conflict or inconsistent with this Charter. 10.02 Ordinances and resolutions continuing. All ordinances and resolutions in effect upon the adoption of this Charter to the extent they are not inconsistent or in conflict with this Charter shall remain in full force and effect until modified er repealed in the manner provided by law. Supp, No, 17 9 CHARTER [13.01 If a m~ority of the electors of the City of Parkland actually voting on such question in such referendum shall vote for the approval of the Revised Charter, this ordinance shall become operative and effective at 12:01 a.m. on the 3rd day of November, 1982. If a majority of such electors actually voting on such question at such referendum shall vote against the approval of the Revised Charter, then this ordinance shall not become effective and shall be of no further force and effect. 12.03 Placing ballot on general election. The City of Parkland shall place the foregoing question on the ballot for the general election to be held in Braward County', Florida on November 2, 1982. (ARTICLE XID. ZONING) . 113.01 AE-l aDd AE-2 ZODiDg classifications.) [(a)) Section 21 of Chapter 63-1758, Laws of Florida, as amended by Chapter 69.1454, Laws of Florida relating to repeal of ordinances, is amended by re-numbering tbe present Section 21 as 21(a) and adding ,a Section 21(b) to provide: b. The foregoing shall not apply to the "AE-l" and "AE_2u zoning classifications and the l.4l1tis so zoned within the City, or specifically designated hereafter by the City Commiuitn as being affected by this Section. Any changes to either the ordinan,'8s Ol. the lands so zoned shall be made only upon a vote of 80% of the elector" J esiding onaaid lands. Th~ City Commission shall not have the power to re-zone :ands o,t'to 8nlend the "AE-l" and "AE-2" ordinances except by following this procelure. [(b)) This ordinance shall be submitted to a vote of the electors of the City at the next regular City electioll to b! held 011 November 18, 1974, and shall become effective if approved by a majority of the ~lect..ors vor..ng the referendum upon said question, and upon riling with the Department of State. ~' [(c)) When incorporated in the Charter, this provision of the Charter shall never be changed, amended or deleted except upon concurrence of 8090 of the voters in the area affected, in addition to the vote of the electors required to change the Charter. , Editor's note-The above section has been included in this part at the direction of the city. It has been numbered section 13.01 by the editor. It was adopted by Ordinance No. 23 as section 21(b) of this former City Charter, being Chapter 63-1758, Laws of Florida, as amended. This section is also codified as section 22.1 of the Code of Ordinances. Supp. No, 17 11 [The next page is 63} 3. j CERTIFICATE OF TRUE COpy I, the undersigned City Clerk of City of Parkland, Florida, DO HEREBY CERTIFY that attached hereto is a true and correct copy of Ordinance No. 11 as in effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand as,of the 20th day of March, 1995. By:,5~a- t2-./~p City Clerk vi 7461M .-c I;.. .. . t '.. \. . :........ _# - ~ . '1 ORDINANCE l'le " " . A~ OnDINANCE CIlANTINC TO n:oIUDA POWER" UGllT COHPANY. I1'S SUCCESSORS AND ASSICNS. 1.."" EU:C'. I'lUC FaANCWSE. AND IMPCWNC paOVISIONS A."" CONDmONS aELA'mfC 1'BDEl'O. BE I'l ORDAINED BY THE COMMISSION Of' THE CITY OF PARKLAND, n.oJUD41- . . ""Ien L ,...,..... It ...., ........ Ie n.,u" P.w... I....... c:.....n' (.....n uB.. ... "Cr.....-).,IIe.. __n ..e1 ... I.... ... ..__dul.. rI.... .",,11... ., 'ftllC1IlM .. ............ .......... ... .pen" ... ....,. ..... ... ... .~ ~ IIRICIIl ... 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IJIlJ"-".1II ,..... ilia _...... . ! .. . ... .. . -.:... . ".IaIIi..IX. 'l'WI...u-......."'... when it .hall be approved by a majority' of'the 'lectors voting i~~ ~.f.r.ndum call.4 for the purpo.e of,approv1ng or .i.~pprovin9' ..14 oZ'4inance ~ .' ' I ' 1ecII.. X. ftoI aU ~....-... .. ... .. r'--- .. ....... ........ .. .. ... ~ _ ......,......... ' , '\ . I Passed on first ~.4ing in full , p.usm ~ ~PI'ID ~ ' '4'+"- ,j., ~ : -~d;,...t)f(. iO':r~? ~n'Htt:I1"." U r::p14,,':;~ ". . t. City avll' . . . on the-l!-day of S~nt~m~u..,19~6 4:.1''' .1IIh.... /') ~'D..U' ..." . ,.....~ Z- ., . ,~'~ 6, ~ ...... VAn 11 ~nrrh,. I ' 2'-'" . ".YfIIllP 1M ......... ~ ....... ~ 11M . v... 11 ""B8~ .... , ' Rt\b~,.t 'I' ,~..c_" 14thl".f Sl!Dtl!mb~ r u.u. 1=1,;.,.'h.'th R." Van E. COlldns . x.,., R.alDh W Tnn~ 'tI.I. CO:ft.t'1li.sionera' ... ... .,.. !I. .... :.,; .0.. .....1......... !' ..... . . .'. .~. . , . , , LOAN AGREEMENT BETWEEN THE CITY OF PARKLAND, FLORIDA AND NATIONSBANK OF FLORIDA, N.A. Dated as of March 20, 1995 ARTICLE I Section 1.01 Section 1. 02 Section 1.03 ARTICLE II Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 ARTICLE III Section 3.01 Section 3.02 Section 3.03 ARTICLE IV Section 4.01 Section 4.02 Section 4.03 Section 4.04 ARTICLE V Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 ARTICLE VI Section 6.01 Section 6.02 ARTICLE VII Section 7.01 Section 7.02 Section 7.03 Section 7.04 TABLE OF CONTENTS DEFINITIONS OF TERMS . Definitions. . . . . Interpretation . . . . Titles and Headin9s. . . . . . . . . . . . . . . . . . . . . .. .... . . . . . . . . REPRESENTATIONS OF ISSUER . . . . . . . . Powers of Issuer . . . . . . . . Authorization of Loan. . . . .. ... AC}reements . . . . . . . .. ... Idtiqation.Etc. . . .. .. . . . . Financial Information. . . . . . . Pledqe of PledC}ed Funds. . . Pledae of Note PaYment Fund. . . . . . . . . . . COVERANTS OF THE ISSUER . . . . . . . . . Affirmative Covenants. . . . .... .. Neaative Covenants. . . . . . . . . . . . Tax Covenants. . . . . . . . . . . . . . . CONDITIONS OF LENDING . . . . . . . . . . Representations and Warranties . . . . No Default . . . . . . . . . . . . . . . . Delivery of Loan Documents . . . . . . Supporting Documents . . . . . . . THE LOAN; ISSUER' S OBLIGATION; Dr.S(~i I~'TION AND PAYMENT TERMS; OPTIONAL P1\E.PAIMENT i ADVANCES . . . . . . . . . .. .... The Loan . . . . . . . . . . . . . , . Note Not to be Indebtedness of t:~ Issuer or State. . . . . . . . . . . . DescriDtion and Payment Terms of ~ B.a.tJ:l . . . . . . . . . . . . . . . . Optional PreDavment. . . . . . . . . . Adiustments to Interest Rate . . . . . Requisitions for Advances: and Other Conditions . . . . . . . . . . . . EVENTS OF DEFAULT . . . . . . General. . . . . . . . . . . . . . Effect of Event of Default ... . . . . . MISCELLANEOUS . . . . . . . . . . . . .. 15 No Waiver: Cumulative Remedies. . . . 15 Amendments. Chanaes or Modifications to the Aareement . .......... 15 Costs and Expenses . ......... 15 Counterparts . . . . . . . . . . . . . . . 16 ~ 1 1 3 3 3 3 4 4 5 5 5 5 5 5 7 7 8 8 8 8 8 9 9 9 9 10 11 12 13 13 14 Section 7.05 Severability . . . . . . . . . 16 Section 7.06 Term of A9reement. . . . . . . . . . . 16 Section 7.07 Notices. . . . . . . . . . . . . . 16 Section 7.08 Ap~licab1e Law . . . . . . . . . . 17 Section 7.09 Binding Effect: Assi9nment . . . . . . 17 Section 7.10 Conflict . . . . . . . . . . .. . . . . 17 Section 7.11 No Third Party Beneficiaries . . . 17 Section 7.12 Commitment Letter Superseded . . . . . 17 Section 7.13 Attorneys Fees . . . . . . . . . . . . ' 17 Section 7.14 Entire A9reement . . . . . . . . . 17 Section 7.15 Further Assurances . . . . . . . . 17 Section 7.16 Incorporation by Reference . . . . 18 . '. _.~,...,. ,,-'.. -..... '. " - -ii- This LOAN AGREEMENT (the "Agreement") is made and entered into as of March 20, 1995, by and between the City of Parkland, Florida, a municipal corporation of the State of Florida, and its successors and assigns (the "Issuer"), and NationsBank of Florida, N.A., a national banking association, and its successors and assigns (the "Bank"); WHEREAS, the City Commission of the Issuer did, on March ~S, 1995, adopt a Resolution (the "Note Resolution") authorizing the issuance of a promissory note of the Issuer in the aggregate principal amount of not exceeding $6,000,000 (herein the "Note") for the purpose of financing certain of the Costs of the Project (as defined inuthe Note Resolutj..o,n1.i...and WHEREAS, the Bank is willing to enter into this Agreement with the Issuer to provide the financing for the Costs of the Project; and WHEREAS, the Issuer hereby determines that it is desirable and in the best interest of the Issuer to enter into this Agreement whereby the Issuer may borrow up to $6,000,000 from the Bank for the purpose of financing the Costs of the Project (the "Loan") and to evidence the repayment of such Loan by the issuance and delivery of the Note to the Bank in the aggregate principal amount of the Loan; and ~ WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note Resolution and this Agreement; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Note Resolution. NOW, THEREFORE, the parties hereto, intending to be legally bound' hereby and in consideration' of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS Section 1.01 Defini tions. The words and terms used in this Agreement shall have the meanings as set forth in the Note Resolution an~ in the recitals above, unless otherwise defined herein. Unless the context shall otherwise require, the fOllowing words and terms as used in this Agreement shall have the fOllowing meanings: "Adjusted Interest Rate" shall mean a rate equal to 9.46\ per annum. "Advances" shall mean a borrowing of money under the Note and pursuant to the terms of Section 5.06 hereof. "Agreement" shall mean this Loan Agreement, dated as of March 20, 1995, by and between the Issuer and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Determination of Loss of Qualified Tax Exempt Obligation Status" shall mean a determination that the interest on indebtedness of the Bank or Noteholder which would otherwise be allowable as a deduction to the Bank or the Noteholder for federal income tax purposes during any period but which is not deductible due to the Bank' s_,_or..Noteholder' s ownership of the Note is more than 20\, whether as a result of a change in the Code or because the Note is determined not to be or ceases to be qualified as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code. "Determination of Taxability" shall mean (a) the receipt by the Bank or a Noteholder of a written claim or assertion from the Internal Revenue Service, including an agent. s report or notice of proposed adjustment to the effect that interest on the Note is includable in the gross income of the holder of the Note for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code") and the Bank or such Noteholder, in its discretion, has determined not to challenge such written claim or assertion or, if any challenge has been . pursued, the Bank or such Noteholder, in its discretion, has determined not to pursue further any challenge of such written claim or assertion or the Bank or such Noteholder has been unsuccessful in challenging the claim or assertion, or (b) the delivery to the Issuer and the Noteholder of a written opinion of nationally recognized bond counsel, to the effect' (i) that such interest is included in the gross income of the Noteholder for federal income tax purposes under the Code or (ii)' such counsel cannot render an opinion, without materially qualifying the same (which qualification must also be deemed material in the reasonable opinion of the Noteholder and its counsel after consultation with the Issuer), to the effect that interest on the Note is excludable from the gross income of the Note~older for Federal income! tax purposes or (c) interest on the Note is otheJ;'wise declared or determined to be included in the gross income of the Noteholder for federal income tax purposes under the Code by reason of legislation, jUdgment of a court of competent jurisdiction or a final ruling or regulation of the Internal Revenue Service. . "tvent of Default" shall mean an event of default specified in Articl~ VI of this Agreement. "Interest Rate" shall mean a rate equal to 6.15\ per annum. -2- 7439M .. "Loan" shall mean the outstanding principal amount of the Note issued hereunder. "Loan Documents" shall mean this Agreement, the Note, the Note Resolution, and all other documents, agreements, certificates, schedules, notes, statements, and oplnlons, however described, referenced herein or executed or delivered pursuant hereto or in connection wi th or arising with the Loan or the transaction contemplated by this Agreement. "Maturity Date" shall mean the date upon which principal of and unpaid accrued interest on the Note shall be due and payable, said Maturity Date to be April I, 2005. "NonqualifiedDebt-lnt'erest Rate" shall mean a rate equal to 7.95% per annum. "Noteholder" shall mean the Bank as the holder of the Note, or any other registered holder of the Note. Section 1.02 Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and wo~ds of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. ' ~ Section 1.03 Titles and Headin9s. The titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE II REPRESENTATIONS OF ISSUER Subject to the Note ReSOlution, the Issuer represents and warrants to the Bank that: Section 2.01 Powers of Issuer. The Issuer is a municipal corporation duly organized and validly existing under the laws of the state of Florida. The Issuer has th~ power to borrow the amount provided' for in this Agreement, to execute and deliver -3- 7439M the Note and this Agreement, to secure the Note in the manner contemplated hereby and by the Note Resolution, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The Issuer is empowered to commence and prosecute the Project and all consents and approvals necessary for the commencement and prosecution of the Project have been or will be obtained and the Issuer may lawfully issue the Note in order to finance the cost of the Project and the interest thereon. Section 2.02 Authorization of Loan. The Issuer has and had, as the case may be, full legal right, power, and authority to adopt the Note Resolution and to execute and deliver this Agreement, to issue, sell, and deliver the Note to the Bank, and to carry out and consummate all other transactions contemplated by the Loan Documents, and the Issuer has complied with all provisions of applicable law in all material matters relating to such transactions. The Issuer, by the Note Resolution, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this' Agreement, and the making and delivery of the Note to the Bank provided for in this Agreement and to that end the Issuer warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The Issuer has duly adopted the Note Resolution and authorized the ~xecution, delivery, and performance of the Note and the Loan Agreement and the taking of any and all other such action as. may be requi red on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms and the terms of the Note ReSOlution, and is entitled to the benefits and security of the Note Resolution and this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Note or the execution and delivery of or the performance by the Issuer of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.03 Agreements. The making and performing by the Issuer of this Agreement will not violate any provision of the Act, or any bond or note resolution of the Issuer, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which ',the Issuer is a party or by which the Issuer is bound. The Loan Documents constitute legal, valid, and binding obligations of the Issuer enforceable in accordance with their respective terms. -4- 7439M Section 2.04 Litigation. Etc. There are no actions or proceedings pending against the Issuer or affecting the Issuer which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the Issuer, or which questions the validity of this Agreement, the Note, or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. The Issuer is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 2.05 yinancial Information. information regarding the Issuer furnished to Issuer in connection with obtaining the Loan accurate. -,~.' The financial the Bank by the is complete and Section 2.06 P1edqe of Pledaed Funds. The Note shall be secured by and the Issuer has in the Note Resolution granted to the Noteholder a lien on and pledge of the Pledged Funds to pay the principal of, premium, if any,. and interest on the Note, and the Issuer hereby covenants that such proceeds. of the Pledged Funds shall be sufficient to pay the principal and interest of the Note as the same become due. Section 2.07 Pledge of Note Payment Fund. The Note shall be secured by and the Issuer has in the Note Resolution granted to the Noteholder a lien on and pledge of all amounts held in the Note Payment Fund. The Issuer hereby ratifies and affirms that the Note is issued sUbject to any and all provisions of the Note Resolution. In the event the Note Payment Fund is established with the -Bank, and in the event the Issuer shall fail to timely pay any amounts due to the Bank hereunder or under the Note, the Issuer hereby agrees that the Bank may apply any balance outstanding in the Note Payment Fund toward payment of the I.ssuer' s obligations under the Note and hereunder, and further may sell, assign, or deliver or otherwise dispose of any other monies in the Note Payment Fund in full or partial satisfaction of such unpaid liability. ARTICLE III COVENANTS OF THE ISSUER Section 3.01 Affirmative Covenants. SUbject to the Note Resolution, the Issuer covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid Ot any duty or obligation of the Issuer hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: -5- 7439M a. Payment. The Issuer covenants that it shall duly and punctually pay from the Note Payment Fund, the principal of the Note and the interest thereon at the dates and place and in the manner provided herein, in the Note Resolution and in the Note according to the true intent and meaning thereof. b. Use of Proceeds. The Issuer covenants that the proceeds from the Note will be used only for Costs of the 'Project or to pay interest due under the Note. c. Notice of Defaults. The Issuer shall immediately notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition ,which with the passage of time or giving of notice, or both, would comffitute an Event of Default, and shall provide the Bank with such written notice,' a detailed statement bya responsible officer of the Issuer of all relevant facts and the action being taken or proposed to be taken by the Issuer with respect ther~to. d. Financial Reports. The Issuer will cause an audit to be completed of its books and accounts and shall furnish to the Bank audited year end financial statements of the Issuer certified by an independent certified pUblic accountant to the effect that such audit has been conducted in accordance with generally accepted audi ting standards and stating whether such financial statements present fairly in all material respects the financisl position of the Issuer and the results of its operations and cash flows for the periods covered by the audit rnpo::-t, all in conformity with generally accepted accounting plincip~es applied on a consistent basis. Such audited year end financial statements shall be provided to the B~nk in no event 1~1:er than 180 days after the last day of the SUbject fiscal year c.'nd, if earlier, within forty-five (45) days after such audited year 'end financial statements are received by the Issver. Additionally, the Issuer will provide the Bank with its annual operating budget when accepted and approved by the City Comn.iss:lon of the Issuer. e. Maintenance of Existence. The Issuer, covenants that it will take all reasonable legal action within its control in order to maintain its existence until all amounts due and owing from the Issuer to the Bank under the Loan Documents have been paid in full. f. Records. The Issuer agrees that any and all records of the Issuer with respect to the Project and/or the Loan Documents shall be open to inspection by the Bank or its representatives at all reasonable times at the offices the Issuer. Without limiting the generality of the foregoing, the Issuer agrees to furnish the Bank with any information reasonably requested by the Bank relating to, the amounts on deposit in the ~ote Payment Fund. -6- 7439M Section 3.02 Neaative Covenants. The Issuer covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any obligations of the Issuer under any of the Loan Documents remain unpaid or unperformed, that: (a) The Issuer shall not alter, amend or repeal the Note Resolution, or take any action impairing the authority thereby or hereby given with respect to the issuance and payment of the Note, without prior written approval of the Noteholder. (b) The Issuer shall not at any time grant any pledge of or lien on amounts in the Note Payment Fund other than the pledge of and lien thereon in favor of the Note, and other than with res.p~ct to any Junior Debt. ' (c) The . Issuer shall not further pledge or encumber the Pledged Funds except with respect to any Junior Debt. Section 3.03 Tax Covenants., (a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Note, the Issuer shall comply with each requirement of the Code applicable to the Note. In furtherance of ,the covenant contained in the preceding sentence, the Issuer agrees to continually comply with the provisions of the Certificate as to Arbitrage and Other Tax Matters to be executed by the Issuer, at the time the Note.is issued, as such certificate may be amended from time,to time (herein referred to as the "Tax Certificate"). . (b) 'l'ht.' Issuer shall make any and all payments required to be made t~ the United States Department of the Treasury in connection "ith the Note pursuant to Section 148(f) of the Code. (c) Th3 I~suer shall not take or permit any action or fail to take any action which would cause the Note to be an "arbi trage bond" wi. thin the meaning of Section 148 (a) of the Code. (d) Notwithstanding any other provision of the Note Resolution or this Agreement to the contrary, so long as necessary in order to maintain the exclusion from gross income of interest on the Note for federa'l income tax purposes, the covenants contained in this Section shall survive the payment of the Note and the interest thereon, including any payment or defeasance thereof. -7- 7439M ARTICLE IV CONDITIONS OF LENDING The obligations of the Bank to lend hereunder are subject to the following conditions precedent: Section 4.01 ReDresentations and Warranties. The representations and warranties set forth in the Loan Documents 'are true and correct to the best of the Issuer' s knowledge on and as of the date hereof and on and as of the date of each Advance under the Note. Section 4.02 No Default. On the date hereof and on and as of the date -of each Advance under the Note, the ISsuer shall be in compliance with all the terms and ptovisions se~ forth in the Loan Documents on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time. . Section 4.03 Delivery of Loan Documents. All Loan Documents in form and substance acceptable to the Bank shall have been executed and delivered to the Bank. Section 4.04 Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satiSfactory in form and substance to tl~ ~ank: (a) The opinion of the attorney for the Issuer regarding the due authori~c tion, execution, deli very, validity and enforceability of lids Agreement, the Note and the due adoption of the Note Resolution (enforceability may be subject to :standard bankruptcy ~xceptions and the like). (b) The oplnlon of Moyle, Flanigan, Katz, FitzGerald Sheehan, P.A., regarding, or to the effect that, (i) the due authorizatjon, execution, delivery, validity, and enforceability of the Agreement and the Note and the due adoption of the Note Resolution (enforceability of' such instruments may be subject to standard bankruptcy exceptions and the like), (ii) the exclusion of interest on the Note from gross income for federal income tax purposes and designation of the Note as a "qualified tax-exempt obligation," (iii) that the' Note is not a specified "private activity bond" within the meaning of Section 57(a) (5) of the Code, (iv) interest on the Note is exempt from 'all present intangible personal property taxes imposed by the State of Florida and (v) the Issuer may lawfully levy and collect the Pledged Funds and apply the proceeds thereof to the payment of the Note.' (c) A certified copy of the Note Resolution; -8- 7439M (d) A fully executed Tax Certificate dated as of the dated the Loan is made; and (e) Such additional supporting documents as the Bank may reasonably request. ARTICLE V THE LOAN; ISSUER' S OBLIGATION; DESCRIPTION AND, PAYMENT TERMS; OPTIONAL PREPAYMENT; ADVANCES Section 5.01 The Loan. The Bank hereby agrees to loan to the Issuer the amount of up to $6,000,000.00 to provide funds to finance certain of the Costs of the Project upon the terms and conditions set forth in the Note Resolution and in this Agreement. The Issuer agrees to borrow and agrees to repay the amount of up to $6,000,000.00 upon the terms and conditions set forth in this Agreement. Section 5.02 Note Not to be Indebtedness of the Issuer or State. The Note, when delivered by the Issuer pursuant to the terms of this Agreement, . shall not be or constitute a general Obligation or indebtedness of the Issuer, or the State of Florida, or any poli tical subdivision of the State of Florida, wi thin the meaning of any Constitutional, statutory or other limitation of indebtedness, but shall be special Obligation payable solely as herein t?rcvided. No Noteholder shall ever have the right to compel the ,~xercise of the ad valorem taxing power of the Issuer to pl!}' the Note or the interest thereon. None of the Loan documents ~reate a lien upon any facilities of the Issuer. Any agreem~nts or representations herein 'or contained in any Loan Docume~t d~ not and shall never constitute or give rise to any personaJ or pecuniary liability or charge against the general credit of the Issuer, and in the event of a breach of any agreement, covenant, or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Section 5.03 Description and Payment Terms of the Note. (a) To evidence the Loan, the Issuer shall issue and deliver to the Bank the Note in the form attached to the Note Resolution. (b) The Note shall be dated the date of its issuance and bear interest on the principal amount outstanding from time to time from its date at the rate or rates set forth below. The Note shall be executed in the name of the Issuer by the signature of the Mayor and Clerk of the Issuer and the Issuer's seal ~hall be ~ffixed thereto. -9- 7439M (c) Except as provided in Section 5.05 of this Article V, the Note shall bear interest at the Interest Rate, calculated on the basis of a 360 day year for the actual number of days elapsed. During the period from and including March 20, 1995 to and including March 1, 1998, interest only shall' be payable monthly in arrears on the first day of each month, beginning May 1, 1995. Beginning April 1, 1998 the Note will be repaid in eighty-three (83) equ~l installments of principal and interest, based upon a twenty (20) year amortization, with the first payment being due April 1, 1998 and subsequent payments being due on the first d~y of each month thereafter to and including February 1, 2005, and a final payment of the entire unpaid principal balance, together with all accrued and unpaid interest th.ereon shall be due and payable in full on March 1, 2005, all as more particularly set forth in the Note. ,. (d) All payments of principal of and interest on the Note shall be payable in any coin or currency of the United States of ~erica which, at the time of payment, is legal tender for the payment of public and private debts. Principal of and interest on the Note shall be paid to the Noteholder by check mailed to the Noteholder or by bank wire or bank transfer as the Bank may specify in writing to the Issuer or otherwise as the Issuer and the Bank may agree. Section 5.04 O~t ional Pre~ayment. The Issuer may prepay the Note as a whole, or in part, at any time or from time to time, without penalty or premium ex~ept' as hereinafter provided, by paying to the Not;eholder all or pa.~t of the principal amount of the Note to be prepaid, together wi ';h the unpaid interest accrued on the amount of principc.\.l l~C prepaid to the date of such prepayment. -Each such prepayment (If the Note shall be made on such date and in such principal amou~t as shall be specified by the Issuer in a written notice ,'elivered to the Noteholder not less than ten (10) days prior tlerato. Notice having been given as aforesaid, the principal am~unt of the Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepa)-m~i1t date stated in such notice, together with any applicable premium and interest accrued and unpaid to the prepayment date on the principal amount then being paid. If on the prepayment date moneys for the payment of the principal amount to be prepaid on such Note, together with any applicable premium and interest to the prepayment date on such principal amount, shall have been paid to the Noteholder as above provided and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after the prepayment date interest on such principal amount of the Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of the Note shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. Prepayments of principal, (i) to the extent prepayments of -10- 7439M principal in any fiscal year of the Issuer exceed the excess of the Issuer t s revenues over the Issuer t s expenditures for the Issuer's general fund and park improvements fund for the previous fiscal year of the Issuer or (ii) if there was a deficiency of revenues over expenditures for the Issuer's general fund and park improvements fund for the previous fiscal year of the Issuer, shall bear a premium, express as a percentage of the principal being prepaid, calculated in accordance with the fOllowing table, such premium to be paid together with the amount being prepaid. Prepayment Date Premium March 20,,1995 through March 1, 1998 March 2, 1998 through March 1, 2001 March 2, 2001 Bnd thereafter 2\ 1\ 0\ Section 5.05 Adjustments to Interest Rate. . (a) If, notwithstanding the covenants of the Issuer herein contained, there should occur a Determination of Loss of Qualified Tax-Exempt Obligation Status, the rate of interest on the Note shall be adjusted to the Nonqualified Debt Interest Rate as of and from the date such determination would be applicable with respect to the Note (the "Nonqualified Debt Accrual Date"); ~nd i) the Issuer shall irnmt'diatel}' pay to any Noteholder or former Noteholder of the Note, as may be appropriately allocated between the ~ot~holder and such former holders, an amount equal to the sum of (1) the difference between (x) the total intere~ t t:hat would have accrued on the Note at the Nonqualified Debt Interest Rate from the Nonqualified Debt Accrual Datu to the date of Determination of Loss of Qualified Tax-Sx~mpt Obligation Status, and (y) the actual interest paid by the Issuer on the Note from the Nonqualified Debt Accrual Date to the date of Determination of Loss of Qualified Tax-Exempt Obligation Status, and (2) any loss, cost, charge or expense suffered by such Noteholder and/or former holders arising out of the Determination of Loss of Qualified Tax-Exempt Obligation Status including without limitation amounts of interest and penalties required to be paid as a result of any additional state and federal income taxes by such Noteholder and former holders arising as a result of such Determination of Loss of Qualified Tax-Exempt Obligation Status; and ii) from and after the Determination of Loss of Qualified Tax-Exempt Obligation Status, the Note shall -11- 7439M continue to bear interest at the Nonqualified Debt Interest Rate for the period such determination continues to be applicable with respect to the Note. (b) If, notwithstanding the covenants of the Issuer herein contained, there should occur a Determination of Taxability, the rate of interest on the Note shall be adjusted to the Adjusted Interest Rate as of and from the date such determination would be applicable with respect to the Note (the "Taxability Accrual Date"); and i) the Issuer shall immediately pay to any Noteholder or. former Noteholder of the Note, as may be appropriately allocated between the Noteholder and such former holders, an amount equal to the sum of (1) the difference between (x) the total interest that would have accrued on the Note at the Adjusted Interest Rate from the Taxabi Ii ty Accrual Date to the date of Determination of Taxability, and (y) the actual interest paid by the Issuer on the Note from the Taxability Accrual Date to the date of - Determination of Taxability, but then only to the extent the holder includes (through restatement, agreement or otherwise) such actual interest in such holder's gross income for federal income tax purposes, and (2) any loss, cost, charge or expense suffered by such Noteholder and/or former holders arising out of the Determination of Taxability including without limitation amounts of interest and penalties required to be paid as a res~lt of any addi tional state and federal income. taxe 3 by :ouch Noteholder and former holders arising as a resul t o,~ such Determination of Taxability; and ii) from and after the Determlnation of Taxability, the Note shall continue to bear interest ae the Adjusted Interest Rate for. the period such det :!rm~.nation continues to be applicable with respect to the Note. Section 5.06. Requisitions Conditions. for Advances: and- Other (a) The Issuer may borrow ,from time to time up to the $6,000,000 represented by the Note by requesting Advances thereunder, provided that amounts borrowed under the Note may be repaid but may not be reborrowed, and provided further that no Advance may be requested after March 1, 1998. No Advance shall be in an amount less than $10,000. (b) Each request for an Advance under the Note, except for the Advance made on the date hereof, must be made by the Issuer to the Bank by delivery to the Bank of the items described in subsection (c) of this Section 5.06. The Bank and the Issuer agree that the ~ank shall advance to the Issuer' as of this date the sum of $2,010,385.00. Of such amount, $2,000,000 shall be -12- 7439M deposited in account #87590220 of the Issuer established at the Bank and $10,385.00 shall be paid by the Bank to its counsel. (c) In connection with an Advance, the aank shall not be obligated to advance any funds pursuant to the Note and this Agreement unless at the date specified for the making thereof, the Issuer delivers to the Bank: (i) A written request for an Advance, executed by the Mayor, City Manager or Finance Director of the Issuer, indicating the amount of the Advance requested and the date on which such Advance is to be made; such written request must be delivered to the Bank at least five (5) business days prior to the date specified in the request for such Advance to be made; and (ii) A certificate of the City Manager or Finance Director of the Issuer, dated as of the date of the Advance, to the effect that the representations and warranties of the Issuer contained in Article II of this Agreement are 'true and correct as of such date; and (iii) A certificate of the City Manager or Finance Director of the Issuer, dated as of the Advance, setting forth the aggregate amount that will be outstanding under the Note immediately after the Advance so requested and stating that no default has occurred in the payment of principal of or interest on the Note. ARTICLE VI EVENTS OF DEFAULT Section 6.01 General. An "Event of Default" shall be deemed to have occurred under this Agreement if: ' <a> The Issuer shall default in any p,ayment of the principal of, premium, if any, or the interest on the Loan when and as the same shall become due and payable, whether by maturity, by acceleration at the discretion of the Bank 8S provided for in Section ~.02, or otherwise; or (b) the Issuer shall default in the performance of or compliance with any term or covenant contained in the Loan Documents, other than a term or covenant a default in the performance of which or noncompliance with which is elsewhere specif'ically dealt with, which default or non-compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the Issuer by the Bank; or (ii) the Bank is notified of such noncompliance or should, have been so notified pursuant to the provisions of Section 3.01(c) of Article III of this Agreement, whichever is earlier; or -13- 7439M (c) any representation or warranty made in writing by or' on behalf of the Issuer or in any Loan Document shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (d) The Issuer or the Florida legislature repeals any resolution, law or ordinance that allows for the imposition and levying of the Pledged Funds; or (e) The Issuer admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself; or (f) The Issuer is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the Issuer, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without ,the consent of the Issuer, a receiver or trustee of the Issuer or of the whole or any part of its property, and if the aforesaid adjUdications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) The Issuer shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other appli~able law or statute of the United States of America or the State of Florida; or (h) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Issuer or the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (i) The Issuer shall default in the due and punctual payment or performance of covenants under any obligation backed by the full faith and credit of the Issuer. Section 6.02 Effect of Event of Default. (a) General. Upon the occurrence of , any Event of Default, subject to the provisions of the Note ReSOlution, the Bank shall have and may exercise any or all of the rights set forth herein (whiCh rights are in, addi tion to ana not in lieu of any other rights the Bank may have under applicable law) provided, however, the Bank shall be under no duty or Obligation to do so. (b) 'Acceleration: other Remedies. Immediately and without notice, upon the occurrence of any Event of Default, the Bank -14- 7439M may declare all obligations of the Issuer under the Loan Documents to be immediately due and payable without further action of any kind and upon such declaration the Note and the interest accrued thereon shall become immediately due and payable and no further Advances shall be required to be made by the Bank. Upon such declaration, the Bank may also seek enforcement of and exercise all remedies available to it under the Note Resolution, the Act and any other applicable law. (c) Default Rate. Interest at the lesser of 12\ per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder and under the Note from and after the occurrence of and during the continuance of any Event of Default, irrespective of a declaration of maturity, after written notice to the Issuer of such default_ ARTICLE VII MISCELLANEOUS Section 7.01 ,No Waiver: Cumulative Remedies. No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder, or und'er the Note or other Loan Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive Of any remedies provided by law or in equity. Section 7.02 Amendments. Chances or Modifications to the Acreement. This Agreement shall not be amended, changed or modified without the prior written consent of (i) the Bank (provided the Bank is a holder of a portion of the principal of the Note) or the Noteholders of at least fifty-one percent (51\) in aggregate principal amount of the Note and (ii) the Issuer. The Issuer agrees to pay all of the Bank's costs and reasonable attorneys' fees incurred in mOdifying and/or amending this Agreement at the Issuer's request or behest. Section 7.03 Costs and Expenses. The Issuer agrees to pay all reasonable costs and expenses incurred by the Bank in connection with the preparation, execution and delivery of this Agreement, the Note and the Loan and any other documents that may be prepared or delivered in connection with this Agreement, including without limitation the reasonable fees and out-of-pocket expenses of the Bank's attorney's with respect therewith, such attorney's fees (but not expenses) to be in a total amount nQt to exceed $10,000. The Issuer shall pay all costs and expenses it incurs in connection with the preparation, -15- 7439M execution and delivery of the Agreement, the Note and the Loan. and any other documents that may be prepared or delivered in connection with this Agreement. Section 7.04 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and' delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 7.05 Severabi 1 i ty. If any clause, provi sion or section of this Agreement shall be held illegal or invalid by any court, the invalidi ty of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 7.06 Term of Agreement. Except as otherwise specified in this Agreement, 'this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by the Issuer in connection herewith shall be in full force and effect from the date hereof and shall continue in effect until the later of (i) the Maturity Date, or (ii) as long as the Note is outstanding. Section 7.07 Notices. All notices, requests, demands and other communications which are required or may be given under this,Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: If to the Issuer: City Manager City of Parkland 6500 Parkside Drive Parkland, Florida 33067 NationsBank of Florida, N.A.. 6499 North powerline Road Suite 309 Ft. Lauderdale, Florida 33309 Attn: Kimberly Ratterree If to the Bank: -16- 7439M or to such other address as either party may have specified in writing to the other using the procedures specified above in this Article VII, Section 7.07. Section 7.08 APplicable Law. This Agreement, and each of the Loan Documents and transactions contemplated herein, shall be construed pursuant to and governed by the substantive laws of the State of Florida. Section 7.09 Bindina Effect: Assic;mment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The Issuer shall have no rights to assign any of their rights or obligations hereunder wi thout the prior written consent of the Bank. Section 7.10 Conflict. In the event any conflict arises between the terms of this Agreement and the terms of any other Loan Document, the Bank shall have the option of selecting which conditions shall govern the loan relationship evidenced by this Agreement and, if the Bank does not so indicat~, the terms of this Agreement shall govern in all instances of such conflict. Section 7.11 No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties pereto and no person not a party hereto shall have any rights or privileges hereunder. Section 7.12 Commitment Letter Su~erseded. The Bank and the Issuer have executed that certain commitment letter dated March 6, 1995. To the extent any provision of this Agreement, the Note, or', the Note Resolution conflicts with a provision of said commitment letter, the commitment letter shall be deemed to have been superseded by such provisions of this Agreement, the Note or the Note Resolution, ~s the case maybe. Section 7.13 Attorneys Fees. To the extent legally permissible, the Issuer and' the Bank agree that in any suit., action or proceeding brought in connection with this Agreement, the Note, or the Note Resolution (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party. Section 7.14 Entire Aareement. Except as otherwise expressly provided, this Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede a~l prior agreements and understandings relating to the subject matter hereof. Section 7.15 Further Assurances. The parties to this Agreement will execute and deliver, or cause to 'be executed and delivered, such additional or further documents, agreements or -17- 7439M instruments and shall cooperate with one another in all respects for the purpose of out the transactions contemplated by this Agreement. Section 7.16 Incorporation by Reference. All of the terms and obligations of the Note Resolution are hereby incorporated herein by reference as if said Note Resolution was . fully set forth in this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the Date of Execution set forth below. (SEAL) CITY OF PARKLAND, FLORIDA By: ~/ Title: Mayor By: ,S'~"-,, C2.- f-1 Title: Clerk Date of Execution: March 20, 1995 NATIONSBANK OF.FLORIDA, N.A. By: ~~2 Title: ~~v ~~ c::FFt&O- Date of, Execution: March 20, 1995 -18- 7439M 7462M 5. $6,000,000 CITY OF PARKLAND, FLORIDA PROMISSORY NOTE GENERAL CERTIFICATE OF THE ISSUER We, the undersigned Mayor (the "Mayor") and City Clerk ("Clerk ~ )_of the City of Parkland, Florida (the "Issuer"), DO HEREBY CERTIFY as follows: 1. We are the qualified and acting Mayor and City Clerk of the Issuer. 2. The following is a correct listing of the names of the members of the City Commission of the Issuer, and the dates of expiration of their respective terms of office: Expiration Name and Position of Term Sal Pa-<:;liara March, 1997 Mayor Robert Ml'Iks March, 1997 Vic~'-Mayor Bobbi Pt..gliese March, 1997 Karyl Partridge March, 1998 Ricky GOI1on March, 1998 3. All of the above members of the City Commission have duly filed their oaths of office and such of them as are required by law to file bonds or undertakings have duly filed such bonds or undertakings in the amount and manner required by law. 4. Andrew Maurodis is the duly appointed Attorney for the Issuer and accordingly is entitled to sign opinions and other documents pertaining to the City Commission, the Issuer, and the Issue~'s $6,000,000 Promissory Note (the "Bond"). The law firm of Moyle, Flanigan, Katz, FitzGerald & Sheehan, P.A., is bond counsel for the Issuer, and accordingly is entitled to sign opinions and other documents as bond counsel. 5. The Mayor has signed the Bond by his manual signature, and the manual signature appearing on the Bond and the manual signature at the end of this certificate are each the true and lawful signature of the Mayor. 6. The seal of the Issuer was impressed upon the Bond, and attested by the manual signature of the Clerk. Such seal and signature appearing on the Bond and the manual signature. of the Clerk and the impression of the seal of the Issuer at the end of this certificate constitute the true and lawful seal of the Issuer and the signature of the Clerk, respectively. 7. The Bond, as executed and delivered, is in the approved by the City Commission in Resolution No. 95-22 "Resolution"). form (the 8. The Issuer has authorized by all necessary action the adoption and due performance of the Resolution and the execution, deli very and due performance of the Bond and Loan Agreement (as defined in the Resolution) and, to the best of our knowledge, any and all such other agreements and documents as may be required to be executed, del i vered and received by the Issuer to carry out, give effect to and consummate the transactions contemplated by the Resolution. 9. No litigation is pending or, to our knowledge, ttir,eatened, in or before any agency, court or tribunal, state or federal (i) t~ re~train or enjoin the issuance, delivery or validity of the l'lond llr (ii) in any way contesting or affecting the validity of the Bond, the Loan Agreement or the Resolution or the applicati')It of the proceeds of the Bond, or the levy or collection orii~tribution of the Franchise Fees or Half-cent Sales Tax and a~'y c.,ther amounts pledged to repayment of the Bond, or the pledg€' thereof as security for the Bond, or (iii) contesting the power of the Issuer or any authority for the issuance of the Bor,d' or the adoption of the Resolution. or the approval, execution, validity, or enforceability of any agreements with respect ther~to,or '(iv) contesting the tax-exempt status of interest on the Bond. 10. No litigation is. pending or, to our knowledge, threatened, (i) against the Issuer or involving any of the property, assets or operations under the control of the Issuer which involves the possibility that a judgment or liability, not fully covered by insurance or adequate established reserves, may be entered or imposed against the Issuer or which may result in any material adverse change in the business, properties, assets or in the condition, financial or otherwise, of the Issuer, and (ii) which would reasonably be anticipated to have a material and adverse effect upon the security provided for the Bond pursuant to the Resolution. -2- 7462M 11. No litigation is pending or, to our knowledge, threatened to contest the creation, organization, existence or corporate powers of the Issuer, or of the City Commission, or the title to office of its present members, or the members at anytime material to the issuance of the Bond, or of any other officer of the Issuer. 12. The execution, deli very, receipt and due performance ,of the Bond and the other agreements contemplated by the Resolution,' under the circumstances contemplated thereby and the Issuer's compliance with the provisions thereof (i) to the best of our knowledge will not conflict with or constitute on the Issuer's part a breach of or a default under any existing constitutional provision, law, court or administrative regulation, decree or order or (ii) will not conflict with or constitute on the Issuer's part a breach of or a default under, any agreement, indenture, bond, note, lease or other inst rument to., which the Issuer is subject or by which the Issuer is or may be bound, and to the best of our knowledge no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, nor will such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge or othersecuri ty interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer except as provided by the Bond and the Resolution. 13. The undersigned have not, and to the best of their knowledge no members, o~ the City Commission have, whi Ie meeting together with any other m,~mber or members of the City Commission other than at public meetingu of the City Commission, reached any conclusion as to the a:tilmstaken by the City Commission with respect to the Bond, th~ Eecurity therefor, or the application of the proceeds therefrom, tlr any other material matters with respect to the Bond. 14. The undersigned do not, and to the best of their knowledge and belief no o'embt;!r of the City Commission does, have or hold any employment ~r contractual relationship with any business entity which is purchasing the Bond from the Issuer except as fully and fairly disclosed in compliance with the provisions of Section 112.3143, Florida Statutes. 15. The Issuer has not been in default at any time after December 31, 1975 as to principal or interest with respect to any obligations issued or guaranteed by the Issuer or a predecessor of the Issuer. 16. All financial information provided by the Issuer to NationsBank of Florida, N.A. was and is accurate and complete. The Issuer has the requisite power and authority to adopt the Resolution, issue the Bond and pledge and assign the Pledged Funds to the payment of the Bond. The Issuer has now and expects that -3- 7462M it will have in the future sufficient lawfully and contractually available non-ad valorem revenues to pay debt service on the Bond in the event the Issuer does not collect the amount of Franchise Fees and Half-cent Sales Tax required under the Resolution. The ordinance relating to the levy and collection of the Franchise Fees has been duly enacted by the Issuer, remains in full force and effect and is a legal, valid and binding ordinance of the Issuer. There is no pledge of the Franchise Fees or Half-cent Sales Tax except with respect to the Bond. 17. The Issuer hereby certifies that the interest rate on the Bond does not exceed the maximum rate permitted pursuant to Section 215.84, Florida Statutes. IN WITNESS WHEREOF, we have hereunto set our hands and the official seal of the Issuer, and have indicated our respective official titles, all as of the 20th day of March, 1995. Si:~~ Sal agliara Official Title Mayor "- CS"'~J-ca.-- ~'~ c-~ Susan Armstrong, C.M;CJ City Clerk (Official Seal) -4- 7462M $6,000,000.00 CITY OF PARKLAND, FLORIDA PROMISSORY NOTE ~MEN BY~E PRESENTS that City of Parkland, Florida (the Issuer"), a ~ ~cipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, romises to pay from the sources hereinafter provided, to 0 r f NationsBank of Florida, N.A. or registered hereina r, the "Owner"), the principal sum of $6,00 00.00, such 1 sser amount as may be advanced hereunder pu uant to the Loan Agreement (hereinafter defined), together with 1 erest on the principal balance outstanding at the rate per annum of 6.1 based upon a year of 360 days for the actual number of da s elap he "Prime Rate") i such rate of interest being subje t to further .ustment as described below. principal of, pr mium, if any, and interest on this Note are payable in lawful mon of the United States of America at such place as the Owner may esignate to th2Sesuer in writing, in the following manner: During the period fro 1ncluding arch 20, 1995 to and including March 1, 1998, int est only shall be payable monthly in arrears on the first day of ach month, beginning May 1, 1995. Beginning April 1, 1998 this N te will be repaid in eighty-three (83) equal installments of prin ipal . rest, based upon a twenty (20) year amortization, w first payment being due April 1, 1998 and eighty-two (82) subsequent nts being due on the first day of each month thereafteI? and inc uding February 1, 2005, with a final payment of the entire paid principal balance, together with all accrued and unp interest thereon, being due and payable in full on March 1 5. Upon the occurrence of a Dete ability (hereinafter defined), the interest rat sn: 11 be adjusted to a rate equal to 9.46\ per annum he "Ad usted Interest Rate") calculated on the basis of a 360-day year and the actual number of days elapsed, as of and om the date such determination would be applicable with respect to this Note (the "Accrual Date") and (i) the Issuer shall immediatel the Owner, or any former Owner, as may be appropri allocat, an amount equal to the sum of (1) the difference between A) the total interest that would have accrued on this N at Adjusted, Interest Rate from the Accrual Date to th d 0 the -Determination of Taxability, and (B) the actual. est paid by the Issuer on this Note from the Accrual Date to the date of Determination of Taxability" but then only to the extent such Owner or Owners include (through restatement, agreement or otherwise) such actual interest in such Owner's or Owners' gross income for federal income tax purposes, and (2) any loss, cost, charge or expense suffered by such Owner and/or former Owner arising out of the Determination of Taxability, including without limitation amounts of interest and penalties required to be paid as a result of any additional state and federal income taxes by such Owner and former Owner arising as a result of such Determination of Taxability; and (ii) from and after the Determination of Taxability, this Note shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Note; all as more particularly provided in the Loan Agreement. "Determination of Taxability" shall mean (a) the Owner receives a written claim or assertion from the Internal Revenue Service, ,including an agent's report or notice of proposed adjustment to the effect that interest on this Note is includable in the gross income of the Owner for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and such Owner, in its discretion, has determined not to challenge such written claim or assertion or, if any challenge has been pursued, such Owner, in its discretion, has determined not to pursue further any challenge of such written claim or assertion or such Owner has been unsuccessful in challenging the claim or assertion, or (b) the delivery to the Issuer and the Owner of a written opinion of nationally recognized bond counsel, to the effect (i) that such interest is included in the gross income of the Owner for federal income tax purposes under the Code or (ii) such counsel cannot render an opinion, without materially qualifying the same (which qualification must also be deemed material in the reasonable opinion of the Owner and its counsel after consultation with the Issuer), to the effect that interest on this Note is excludable from the gross income of the Owner for federal income tax purposes or (c) interest on this Note is otherwise declared or determined to be included in the gross income of the Owner for federal income tax purposes under the Code by reason of legislation, judgment of a court of competent jurisdiction or a final ruling or regulation of the Internal Revenue Service. Upon the occurrence of a Determination of Loss of Qualified Tax-Exempt Obligation Status (hereinafter defined) the interest rate on this Note shall be adjusted to the Nonqualified Debt Interest Rate (hereinafter defined) as of and from the date such determination would be applicable with respect to this Note (the "Nonqualified Debt Accrual Date") and (i) the Issuer shall immediately pay to the Owner, or any former Owner, as may be appropriately allocated, an amount equal to the sum of (1) the ,difference between (A) the total interest that would have accrued on this Note at the Nonqualified Debt Interest Rate from the Nonqualified Debt Accrual Date to the date of the Determination of -2- Loss of Qualified Tax-Exempt Obligation status and (B) the actual interest paid by the Issuer on this Note from the Nonqualified Debt Accrual Date to the date of the Determination of Loss of Qualified Tax-Exempt Obligation status and (2) any loss, cost, charge or expense suffered by such Owner and/or former Owner arising out of the Determination of Loss of Qualified Tax-Exempt Obligation Status, including without limitation amounts of interest and penalties required to be paid as a result of any additional state and federal income taxes by such Owner and former owner and arising as a result of such Determination of Loss of Qualified Tax-Exempt Obligation Status; and (ii) from and after the Determination of Loss of Qualified Tax-Exempt Obligation Status, this Note shall continue to bear interest at the Nonqualified Debt Interest Rate for the period such determination continues to be applicable with respect to this Note; all as more particularly provided in the Loan Agreement. "Nonqualified Debt Interest Rate" shall mean a rate equal to 7.95% per annum. "Determination of Loss of Qualified Tax-Exempt Obligation Status" shall mean a determination that the interest on indebtedness of the Owner which would otherwise be allowable as a deduction to the Owner for federal income tax purposes during any periOd which is not deductible due to the Owner's ownership of this Note is more than 20%, whether as a result of a change in the Code, or because this Note is determined not to be or ceases to be qualified as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code. The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time, and from any funds lawfully available for such purpose. All payments by the Issuer pursuant to this Note shall apply first to accrued, interest, then to other ch"8rges due the Owner, and the balance thereof shall apply to the principal sum due. Notice of such prepayment shall be given in writing by the Issuer to the Owner not less than ten (10) days prior thereto, and the notice shall specify the principal amount to be prepaid. The principal amount stated in such notice or the. whole thereof, as the case may be, together with any applicable premium, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid, if on the prepayment date moneys for the payment of the principal amount to be prepaid, together with premium, if any, and interest to the prepayment date on such principal amount, shall have been paid to the Owner as above provided, then from and after the prepayment date interest on such principal amount shall cease to accrue; if said moneys shall not have been so paid on the prepayment date, such principal amount shall continue to bear interest until payment thereof at the rate or rates provided for in this Note. Except as hereinafter -3- provided there shall be no prepayment premium. Prepayments of principal, (i) to the extent prepayments of principal in any fiscal year of the Issuer exceed the excess of' the Issuer's revenues over the Issuer's expenditures for the Issuer's general fund and park improvements fund for the previous fiscal year of the Issuer or (ii) if there was a deficiency of revenues over expendi tures for the Issuer's general fund and park improvements fund for the previous fiscal year of the I'ssuer, shall bear a premium, expressed as a percentage of the principal being prepaid, calculated in accordance with the following table: Prepayment Date Premium March 20, 1995 through March 1, 1998 March 2,,1998 through March 1, 2001 March 2, 2001 and thereafter 2% 1% 0% In case of an Event of Default described in Section 6.01 of the Loan Agreement, the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such Event of Default and acceleration, the Issuer shall also be obligated to pay (but only from the Pledged Funds (hereinafter defined)) as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes, and proceedings seeking adequate protection or relief from the automatic stay. Interest at the lesser of 12% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of an Event of Default described in the Loan Agreement, irrespective of a declaration of maturity. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR THE AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida -4- Charter of the Issuer and a Resolution duly adopted on March 15, 1995, as from time to time ,amended and ented herein referred to as the "Resolution"), and is subjec to all the terms and conditions of the Resolution and of an Agreement (as defined in the Resolution). All terms, conditions and provisions of the Resolution and Loan Agreement, includ' , limitation remedies in the Event of Default, as defi 1 the Lo Agreement, are by this reference thereto incorporated rein a a part of this Note. This Note represents the entire autho' issue of obligations of the Issuer pursuant to the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Res . a Loan Agreement, This Note is payable soleI from and I secure by a pledge of the "Pledged Funds" as descri d in the Re lution. Notwithstanding any other provision of this te, the Is er is not and shall not be liable for the payment of he principal of, premium, if any, and interest on this Note or othe w' monetarily liable in connection herewith from any property ther tha e Pledged Funds. This Not or transferred by the Owner hereof but only upon he registration books maintained by the Issuer and in the manner pr Resolution. It is hereby certified, ed and declared that all acts, conditions and erequisite 'red to exist, happen and be performed preceden and in th execution, delivery and the issuance of this N e do exist, ve happened and have been performed in due time form and man er as requi red by law, and that the issuance of th Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. land, Florida has caused the manual signature of its Mayor and attested by the nature of its City Clerk, and its seal to be impressed hereon, all his 20th day of March, 1995. [SEAL] , CITY 0 ~y. ~ay Attest: \. ~A_ City Clerk ~~~r FOR VALUE RECEIVED, transfers unto (Form for Transfer) -5- Social Security No. ) the within Note of the City of Parkland and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note on the books for registration thereof, with full power of substitution in the premises. Dated NOTICE: The signature to this assign- ment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration of enlargement or any change whatever. In the presence of: 7438M -6- 8Mfn' a, ~UTH flCTU &. MCTOH "GO1ft' O. COOIC DNm.., CRAM&1t ltOaarr I:. OCZIEL .IOMM 1t.1tU~1C8. .lit, I:. cou: PnUl:IIALO. . -'OHM r. I'I.AN~ M'IM 4ICNOICl. L'tNN .. MAWKlNa IllARnN Y. IeATZ WI&.&.IAIil .. KING RONALD K. KOUNa LAW OP'P'.CES MOYLE, FLANIGAN, KATZ, FZTzGEJ1ALD Be S"A"'R'R!'R'A~, P.A. .a. NORTH P'LAGLER DR'VE . ..." I"LOOR "OST OP'P"CE aox ~aa. WZST PALX JSJr.A.CB, JI'LOBmA CJCMOII TEL&..HON& (407) ....7.00 rAC..M.1.C (407) .....7.. T~"..AU&& O~~IC& ~ONI: (eQ4) ..1-3.1. "_M,La (eo.) ..,.,.. aTUMT O~"'CI ~c>>tl: (40') I..',.. "_M'La (407) I..'... PAUl .EACH MltDINS O~P'ICI:' 'TELE,,"ONI: 14071 .1-....0 "_MILa (4071 .1...7. PAUL A. ~KEIt .TEYI:N A. MA"IAN. UNDA It, M.cANN .ION c. MO"lU; 0I0D"l H. OUVCIt """'I( &, ""......ONO THOMAS A. .HE&HAN, m MARTA". SUNla-MUItlA,S WILTON &. WHITe Of' COU"'&&.: "WII.UAM.I. PA.,..& THOMAS A. H.CKC"I CADMITT'CO IN NCWYOItK ONL'I"I March 16, 1995 Division of Bond Finance State Board of Administration P.o. Drawer 5318 Tallahassee, Florida 32314 RE: $6,000,000, CITY'OF PARKLAND, FLORIDA PROMISSORY NOTE CERTIFIED MAIL RETURN RECEIPT REOUESTED Ladies and Gentlemen: This firm is serving as bond counsel for the above-referenced bond issue. Thi~l notice is provided to .you in accordance with the requirements of Section 218.38(1)(a), Florida Statutes, as implemented by Rule 19A-l. 0041, Flo.-ida Admi."1istrati ve Code. Notice is hereby given of the impending l~ale t\y City of Parkland, Florida (the "Issuer") of the above-refe.':ent'ed Note (the "Bond") in the maximum principal amount set forth above. The Issuer expects to deliver the Bond on or about March 20, 1995. Copies of Forms BF-2003 and BF-2p04-B will be forwarded to you as soon as they are available.' Sincerely, MOYLE, FLANIGAN, KATZ, /i~ & SHEEHAN, Mar-k E. Raymond P.A. MER/ash 7464M cc: Andrew S. Maurodis, Esq. $6,000,000 CITY OF PARKLAND, FLORIDA PROMSISSORY NOTE RECEIPT FOR NOTE NationsBank of Florida, N.A. (the "Bank") , DOES HEREBY ACKNOWLEDGE receipt from Ci ty of Parkland, Florida of the City t S Promissory Note, dated March 20, 1995, in the aggregate principal amount of $6,000,000. DATED the 20th day of March, 1995. NATIONSBANK OF FLORIDA, N.A. BY:~ -- Its Autho ized Representative 7465M LAW OFFICES MOYLE, FLANIGAN, KATZ, FITzGERALD Be S'RJI!'R'fI'AW, P.A. ~EIt ~ .ltETON OftEOO",," O. COOK Di'1n'L ., C""MEIt ",OHN It. EU....NKS. "'It, E. COLE ,.ITZClEAALD. DI ",OHN ,.. ,.LAHICIolIoN MVItA ClENOEL LYNN CI. HA_INS MAJn'IN V. KATZ WlWAM ., KlNCI IItONALO Ie. KOUNS ~AUL A. KJltASKEIt STEVEN A. MAYANS UNCIA It, McCANN ... NORTH FLAGLER DRIVE. .TH FLOOR POST OFFICE .OX :a... WEST p..u..x BBACB. FLORIDA BG4Oli! TELE~HONE (407) ...-7.00 ,.ACSIMILE (407) ...17.. TALLAHASSEE O""'CE TEl..E_HE 18041 ..1-3828 I'ACSIM'1Z 18041881~788 STUART O,.,.ICE TIEL&l'MONE 14071....1144 I'ACSIM'1Z (407) ....14.. .~ALM .EACH GARDENS O,.,.ICE ~ONEI4071..~ I'ACSIM'1Z 14071.....7. "'ON C, MOYLE ",ON C, MOYLE. "'.., ",OOY H, OUVEIt ........K E. ""YMOND THOMAS A. .HEEHAN. DI MAltTA M, .UAltEZ-MUltIAS WILTON ~ WHITE 0,. COUNSEL: IItO.EItT E, DEZIEL -THOMAS A, HICKEY "WILLIAM oJ. ~AYNE OONNA H. .TINSON -ADMITTEO IN NEWYOltK ONLY March 20, 1995 tEBTIFIED liAIL RETURN RECEIPT REOUESTED Division of Bond Finance State Board of Administration P.o. Drawer 5318 Tallahassee, Florida 32314 RE: $6,000,000, CITY OF PARKLAND PROMISSORY NOTE Ladies and Gentlemen: Enclosed herewith please find for the above-referenced financing. prepared for this issue. If you information in regard to this matter, call. Forms BF-2003 and BP -2004..B No Official Stat9me,"1t was would like any f~r~h3r please do not h~f.:i tate to Sincerely, ?lLJr ! I ~ &ar . Raymond ('-) ~/ 7467M 7468M Part I. 1. 2. 3. 5. 6. Part II. STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION BOND INFORMATION FORM Issuer Information Name of Governmental Unit City of Parkland. Florida Mailing Address 6500 Parkside Drive City Parkland County Broward 4. Zip Code 33067 Type of Issuer: County City Authority Dependent Special District Independent Special District Other x Bond Issue Information 1. Name of Issue Promissory Note 2. Amount Issued $6.000.000 3. Amount Authorized $ 6.000.000 4. Dated Date. 3/20/95 Sale Date 3/20/95 5. 6. Delivery Date 3/20/95 7. Legal Authority for Issuance Florida Statutes Chapter 166 Special Act Other Fla. Const. Art. VIII. Sec. 2 8. Type of Issue General Obligation Special Assessment. x Revenue Special Obligation 9. Specific Revenue(s) Pledged (1) (2) (3) (4) Pr imary Secondary Tertiary Other Franchise Fees - Electric Half-cent Sales Tax 10. Purpose(s) of the Issue (1) Capital Improvements (2) (3) (4) (BF2003) lOa. If purpose is refundin9, complete the followin9: (1) For each issue refunded, list name of issue, dated date, ori9inal par value of issue, and amount of par value refunded. (a) NIA (b) (c) (2) Refunded debt has been: _____ retired, or defeased 11. Type of Sale -X-- Competitive Bid Ne90tiated -X-- Private Placement 12. Basis of Interest Rate Calculation Rate _____ Net Interest COlt (NIC) True Interest Cost (TIC) _____ Canadian Interest Cost (CIC) _____ Other 6.15' 13. Insurance AMBAC (MGIC) MBIAC x None 14. Ratin9(s) Moody's Other X None Standard & Poor's 15. Financial Advisor or Consultant None 16. Bond Counsel Moyle. Flani9an. Katz. FitzGerald & Sheehan. P.A. 17. Lead Mana9in9 Underwriter(s) Purch~sed by NationsBank of Florida. N.A. 18.' Payin9 Agent None 19. Re9istrar None -2- 7468M 20. Maturity Schedule (Fill in following schedule showing annual amounts for bond years or attach completed maturity schedule.) Maturi ty Date Coupon '\ Annual Interest SEE EXHIBIT A -3- Principal ,(Par Value) Mandatory Term Amortization 7468M 21. Optional Redemption Provisions May be prepaid at anytime in whole or in part at par plus accrued interest. plus a variable premium. 22. Conunents None Part III. Respondent Information: 1. Name Mark E. Raymond Title Bond Counsel Phone (407) - 659-7500 Date Report Submitted 3/20/95 Part IV. 2. Please return completed form along with Final Official Statement, if any, to: Division of Bond Finance State Board of Administration P.O. Drawer 5318 Tallahasee, Florida 32314 (904) 488-7482 -4- 7468M EXHIBIT A During the period from and including March 20, 1995 to and including March 1, 1998, interest only shall be payable monthly in arrears on the first day of each month, beginning May '1, 1995.. Beginning April 1, 1998 this Note will be repaid in eighty-three (83) equal installments of principal and interest, based upon a twenty (20) year amortization, with the first payment being due April 1, 1998 and eighty-two (82) subsequent payments being due on the first day of each month thereafter to and including February 1, 2005, with a final payment of the entire unpaid principal balance, together with all accrued and unpaid interest thereon, being due and payable in full on March 1, ~QQ~! 3510Z 7470M STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION BOND DISCLOSURE FORM - NEGOTIATED SALE Disclosure form for units of local qovernment for bonds sold by neqotiated sale, as required by Section 218.38(1)(c)(1), Florida Statutes, as amended in 1982. This form must be completed and returned to the Division within 120 days after the delivery of the bonds. 1. Title of unit of local government: City of Parkland. Florida 2. Malllnq Address: 6500 Parkside Drive Parkland. Florida 33067 3. Name of bond issue; Promissory Note ~ 4. Am~unt issued: S6.000.000 5. 'Jatte: ('ate: March 20. 1995 6. Delivery Date: March 20. 1995 7. Nama a~~ 'a,~ress _--f..u..~chased by: of the managing underwriters connected with bond issuet NationsBank of Florida. N.A. P.O. Box 407090 Ft. Lauderdale. FL 33340 8. Nam~ :..nd address of any attorney or financial consultant who advised the unit of local government with respect to the bond issue: (1) Moyle. Flani9an. Katz. FitzGerald & Sheehan. P.A. Post Office Box 3888 West Palm Beach. Florida 33402 (2) Andrew Meurod!s P.O. Box 8583 Deerfield Beach. Florida 33433 (3) (4) , BF2004-B (3/90) 9. Manaqement fee charqed by underwriter: RIA 10. Underwriter's expected qross spread: RIA 11. Any fee, bonus, or qratuity paid in connection with the bond issue, by any underwriter 'or financial consultant to any person not reqularly employed or enqaqed by such underwriter or consultant: (1) Name (2) Name (3) Name Amount, Amount $ Amount $ (If additional space is needed, continue on separate sheet.) 12. Any other fee paid by the unit of local qovernment with respect to the bond issue,incltidinq any fee paid to attorneys or financial consultants: (1) Name Moyle. Flani9an. Katz. et ale (2) Name (3) Name (4) Name Amount $10.000.00 Amount $ Amount $ Amount $ (If additional space is needed, continue on separate sheet.) 13. The s1qnature of either the chief executive officer of the qoverninq body of the Unit of Local Government or the qovernmental officer primarily responsible for coordinatinq the issuance the bonds must be affixed hereto. Siqnature . Title ____t.U2.l.. Date March 20. 1995 14. For furthel' inforJllutiou reqardinq this form, the Division should contact: Name Mark~Ra~'I1Iond Phone No. (407) 659-7500 15. Completed for,1\ should be returned to: Division of Bond Finance State Board of Administration of Florida P.O. Drawer 5318 Tallahassee, Florida 32314 (904) 488-4782 -2- 7470M 7466M $6,000,000 CITY OF PARKLAND, FLORIDA PROMISSORY NOTE CERTIFICATE AS TO ARBITRAGE AND OTHER TAX MATTERS Sal Pagliara, the undersigned Mayor of City of Parkland, Florida (the "Issuer"), being duly authorized and delegated, with others, to perform such requirements as are necessary and proper for the issuance and sale of the Issuer 's $6,000,000 Promissory Note, dated March 20, 1995 ("the Bond"), does hereby certify and declare as follows: I. IN GENERAL. 1.1. The Bond is being issued pursuant to and under Chapter 166, Florida Statutes, Article VIII, Section 2, Florida Constitution, and other. applicable provisions of law, and Resolution No. 95-22 adopted by the Issuer on March 15, 1995 (the "Bond Resolution"), in order to provide funds to undertake certain improvements to the Issuer's recreational facilities (the "Project"). 1.2. The Bond represents a draw...down loan from NationsBank of Fll'ricia " N.A. Pursuant to the Bond and the Bond Resolution, amountl~ of princ:ipal may be periodically advanced to the Issuer until Mar~h ~, 1998. As of the date hereof, the Issuer has drawn the amount of $2,010,385.00 on the Bond~ 1.3. I have reviewed and am familiar with the Bond Resolution and all other proceedings taken preliminary to and in connection with the i5s~ance of the Bond. I am an officer of the Issuer who is duly charged, with others, with the responsibility of issuing the Bond. 1.4. No obligations other than the Bond are being issued wi thin 15 days of the Bond pursuant to a same plan of financing that are reasonably expected to be paid from substantially the same source of funds as the Bond. 1.5. The facts, estimates, and circumstances set forth hereil) are representations made by the Issuer, and to the best of my knowledge, information, and belief, such facts, estimates, and circumstances are true, correct, and complete as of the date hereof, and the Issuer is not aware of any facts or circumstances that, would ,cause it to question the ISccuracy of the representations made herein; the expectations as to future events, are in all respects reasonable; and there are no other facts, estimates, or circumstances that would materially change such expectations. On the basis of such facts, estimates, and circumstances, it is not expected that the proceeds of the Bond will be used in a manner that would cause the Bond to be an arbitrage bond under Section 148 of the Code and the applicable regulations thereunder. II. SOURCE AND DISTRIBUTION OF FUNDS. 2.1. Amounts drawn on the Bond will be used to pay the cost of the Project and will not be invested. 2.2. Pursuant to the Bond Resolution the Issuer is obligated to use Franchise Fees and Half-cent Sales Tax to pay the principal of, premium, if any, and interest on the Bond. Amounts expected to be used to pay principal and interest on the Bond are referred to herein as the "Bona Fide Debt Service Fund". The Bona Fide Debt Service Fund is a fund that will be used primarily to achieve a proper matching of revenues and debt service on the Bond within each bond year. The Bona Fide Debt Service Fund will be depleted at least once each bond year except for a reasonable carryover amount which will not exceed the greater of (A) the earnings on the Bona Fide Debt Service Fund for the preceding bond year or (B) one-twelfth of the annual debt service on the Bond for the preceding bond year. Tha aver~ge annual debt service on the Bond will not exceed $2,500,1)00. III. ARBITRAGE REBATE. 3.1. The Bona Fide L'ebt f,elvice Fund is exempt from the rebate requirement of Sectio.l 148(f) of the Code by virtue of Section 148(f)(4)(A)(ii). The~e ~,ill be no unspent gross proceeds of the Bond after the Issue Date other than amounts in the Bona Fide Debt Service Fund. IV. MISCELLANEOUS. 4.1. Terms used herein in capitalized form and not otherwise defined herein shall have the same meaning as ascribed thereto in the Bond Resolution and in the Arbitrage Regulations. 4.2. The proceeds of the Bond are not being used as a substitute for any other funds which were designated to be used to pay the cost of the Project and which have been or will be invested at a yield higher than the yield on the Bond. 4.3. The Bond is not being issued in connection with any transaction or series of transactions that attempts to circumvent the provisions of the Code or Arbitrage Regulations by (a) enabling the Issuer to exploit the difference between -2- 7466M tax-exempt and taxable interest rates to gain a material financial advantage, and (b) overburdening the market for tax-exempt obligations including, without limitation, the selling of bonds that would not otherwise be sold, the selling of more than would otherwise be necessary, or the issuing of bonds sooner, or allowing them to remain outstanding longer, than would otherwise be necessary. 4.4. No portion of the payment of principal or interest with respect to the Bond is guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). No portion of the proceeds of the Bond will be used in making loans the payment of principal or interest with respect to which are to be guaranteed (in whole or in part) by the Uni ted States (or any agency or instrumentality thereof). No portion of the proceeds of the Bond will be invested (directly or indirectly) in federally insur~d deposits or accounts. The foregoing restrictions shall not apply to amounts in the Bona Fide Debt Service Fund. IN WITNESS WHEREOF, the undersigned, being. the Mayor of the Ci ty of Parkland, Florida, and being thereunto authorized, has executed and delivered this Certificate as to Arbitrage and Other Tax Matters on behalf of the Issuer this 20th day of March, 1995. CITY OF PARKLAND, FLORIDA By. //l ~ .r;;a;::~- -3- 7466M LAW OFFICES MOYLE, FLANXGAN, KATZ, FITZGERALD & S'R"R'R.'H.\.N, P. A. ~E" ~ ."ETON _EGO"'" D. COOK ~ a, CftANP .JOHN ft. CUltANKS. .J", C. COLe P11Z0CIIIALD. III .JOHN". "LANIGAN MYftA GENDCl. LYNN O. __'NS MAMIN V. KATZ WlLLJAM a. KING RONALD K. KOUN. ~AUL A.. KftAaKC" 8TCVI:N A. MA"'AN. UNDA ... McCANN 8.1S NORTH FLAGL.ER DRIVE. ."M FL.OOR ,",OST O...FICE BOX :a... WEST PALM BEACB, FLORIDA BG4008 TCLC~HO"'E (407) 8158-71S00 I'AC."oo\ILC (407) 81S8-17.. TALLAHASSEI: O.....cc TCU:~OME I~I ..1-3... "ACalM'l.& I~I .....7.. STUAM O.....CE TCU:....ONE 1.07' ...1,.... "ACalM'l.& 1.07'...'488 .~ALM .EACH GA"OCNS O..,.ICE TEl.EPHONE (.07'....-...0 "AC*MIl.& 1.07' e.".7. .JON C. MOYLe .JON C, MOYLe. .J", .JOD'\" H. OUVE" MA"K C. _"'MONO THO MAlI A. .HEEHAN. III MAlfTA M. .UA..a....u..'.... WILTON ~ WHITE OP' COUNSI:I.: ROaEIfT E. DEZIEL -THOMAll A. HICKEY .WILLlAM .J, ""''1'''''1: OO"'N'" H, .TINSON -ADMITTED IN NEW YO"K ONLY March 20, 1995 Internal Revenue Service Center Philadelphia, PA 19255 CERTIFIED MAIL RETURN RECEIPT REOUESTED RE: $6,000,000, CITY OF PARKLAND, FLORIDA PROMISSORY NOTE Dear Sir/Madam: Enclosed please find Form 8038-G which relates to the above- referenced Note. Please acknowledge your r~ceipt of the enclosed by stamping the copy of the form included hEre~~th, and return the stamped copy to us in the enclosed envelope. MOYLE, FLANIGAN, KATZ, FITZGERALD & SHEEHAN, ff/lJJ( , / "- By: _____ PO/J ( MER/djs Enclosure 7472M 1 Information Return for Tax-Exempt Governmental Obligations ~ Under Int.,.1 AeYeftue eo. MOtIon '4I(e) OMB No, 15A5-0720 ~ ... .p...... Instructlona. (UN Form I03I-GC "the ..,. price .. under "00,000.) If Amended Retum, cheek here ~ 2 ....... employ. Identification number 59 : 1521506 R~It. .. Report number GIg 95 - 1 . Dat. of _118 March 20, 1995 . CUSIP Number None Form 8038.G t a . end enter the issue rice lllue price . D Education (attach Ichectu....... Instructions). . . . . 10 D Health and hospital (attach .chedul...... Instructions). . . 11 D Transportation . . .'. . . . . . . . ;; . . . 12 D Public .afety. . . . . . . . . . . . . . . . . . . . . . 13 D environment (including aewag. bonds). . . . . . 14 D Housing . . . . . . . . . . . . . . . . . . . . · . . 15 D UtIlities . . . . . . . . . . . . . . . . . . . . · .. . 18 IXI O1her. Describe (see Instructions) ~ Recreatioo IDprovements 17 If obligations are tax or other revenue anticfpatlon bonds. check box ~ 8 18 If obli alions are in the form of . leue OIln1tallment 1I1e check box ~ Descri tion of 0 Uations II) .1 Maturity date 1n.....1 rill . . . . s . . . . . . . . . . . ........ . . . . . . . . . ... years 82 . . . . . -. . . . ... S3 exceptiQ;n)............ .-.................. 6,000,000 a4 Pooled financlngs: . Enter 1he amount of1he proceeds of this Issue 1hat are 10 be used 10 make loans to llIIher govemlnlntal units ~ b If this laue Is a loan mad. from the p'oceeds of another tax-exempt Issue. check box ~ [] and enter the name of the laUei' ~ ' and the date of the issue ~ IS If the Issuer has .Iectedto a a In lieu of rebat check box ...... ~ Und.- peN" of perjury, I decIarI tIlIll have..miNd lIliI rIlurn end -=oomptnw!no IChIcUII .rid "tIImIn&I,1Nl tD .. but of my lInowllelge end belief, thIrt ... true, ClDfNCt, and oompIIlI. Please Sign Here March ~O, 1995 ~ 5a1 Pag1iara, Mayor Dat. , Type or ptlnt IIaITll and tille For Paperwork Reduction Act Notice, ... page 1 of the InltructiOna. Cat. No. 63773S Fonn 8038-G fWi, 5-83) ~ ~ EXHIBIT A PORM 8038-G City of Parkland, Florida Report No. G199S-1 Part II, Line 16. The Promissory Note evidences a draw-down loan in the principal amount of not to exceed $6,000,000. Part III, Lines 19 and 20. It is not known what the issue price of the entire issue will be. The Issuer may draw up to $6,000,000 on the Promissory Note. AII:draws will be at par. The weighted average maturity cannot be calculated until the amount drawn is known. Part IV, Line 22. The issue price of the entire issue is not known, but will not exceed $6,000,000. Part IV, Line 28. Nonrefunding proceeds are not known, but will not e~tcee1 $6,000,000 minus $10,385 cost of issuance. 1 \ 7476M $6,000,000 CITY OF PARKLAND, FLORIDA PROMISSORY NOTE DISCLOSURE STATEMENT OF NATIONSBANK OF FLORIDA. N.A. March 20, 1995 City of Parkland, Florida Ladies and Gentlemen: Pursuant to the provisions of Section 218.385, Florida Statutes, as amended, the undersigned is providing the following information with respect ,to the arrangements made for the purchase of the above-referenced Promissory Note (the "Note") . We represent to you as follows: (a) The nature and estimated amounts of expenses to be incu~red by the undersigned in connection with the insuance and sale of the Note are $0. (b) Th9re were no "finders," as defined in Section 218.386, Flvrida Statutes, as amended, in connection with the issuance of the Note. (c) No discount or fee is expected to be realized by the undersigned. (d) No management fee will be charged by the undersigned. (e) No fee, bonus or other compensation will be paid by the undersigned in connection with the issuance of the Note to any person not regularly employed or retained by the undersigned. 747lM City of Parkland, Florida March 20, 1995 Page 2 (f) The name and address of the undersigned is: NationsBank of Florida, N.A. P.O. Box 407090 Ft. Lauderdale, Florida 33340 (g) The City is proposing to issue up to $6,000,000 of debt for the purpose of financing the cost of certain capital improvements. This debt is expected to be repaid over a period of ten years. At a forecasted interest rate of 6.15\r,total interest paid over the life of the debt will be approximately $3,431,414, assuming the maximum authorized $6,000,000 is drawn today. The source of repayment or security for the Note is franchise fees and half-cent sales tax of the City. Authorizing this debt could result in approximately $9,431,414 of franchise fees and half-cent sales tax not being available to finance other services of the City each year for ten years. This statement is made for purposes of Section 218.385, Florida Statutes, and is not a provision of the loan or the Note, and does not modify or construe the terms thereof. Very truly yours, NATIONSBANK OF FLORIDA, N.A. BY~= Au horized Officer 747lM LAW OFFICES OF ANDREW S. MAURODIS 321 S,E, 15th AVENUE FT. LAUDERDALE, FLA. 33301 TELEPHONE (305) 467-2000 TELECOPIER (305) 467-2306 P,O, BOX 8583 DEERFIELD BEACH, FLA. 33443 TELEPHONE (305) 480-4265 TELECOPIER (305) 480-4490 REPLY TO: March 20, 1995 NATIONSBANK OF FLORIDA, N.A. Fort Lauderdale, Florida MOYLE, FLANIGAN, KATZ, FITZGERALD & SHEEHAN, P.A. West Palm Beach, Florida 33402 RE: City of Parkland. Florida Promissory Note Dear Sirs: As the City Attorney of Parkland, Florida (the "City"), I have participated in various proceedings in connection with the issuance by the City of its Promissory Note, dated March 20, 1995 (the "Note"). All terms not otherwise defined herein shall have the meanings ascribed thereto in Resolution No. 95-22 enacted by the March 15, 1995 (the liResolution"). To the best of my knowledge, it is my opinion that: (A) The City is a municipality of the State of Florida, duly organized and validly existing under the Constitution and laws of the State of Florida; (B) The City has full power and authority to enact the Resolution, to issue the Note, and to execute the Loan Agreement, dated March 20, 1995, between the City and NationsBank of Florida, N.A. (the "Bank") (the "Agreement"), and to perform all obligations of the City thereunder; (C) Ordinance No. 11 was lawfully enacted by the City and remains in full force and effect; (0) The Note and the Agreement are valid and binding obligations of the City, enforceable against the City in accordance with their terms; City of Parkland Promissory Note March 20, 1995 Page Two No opinion is expressed herein as to the exclusion from gross income for federal income tax purposes of the interest on the bonds. Respectfully submitted, '-....- L -,,-- --- ----." ~ .--- ,..- //, ) ,>,.- ,/,;J ../" . ~--'~~' , Andrew S. Maurodis City Attorney ASM:jms LAW OFFICES MOYLE, FLANIGAN, KATZ, FITZGERALD & SHEEHAN, P.A. PETE" L. ."ETON G"EOORY D, COOK DARYL ., C_ME" .JOHN ", EUBANKS, .J", E. COLE FITZGE_LD, m .JOHN F, FLANIGAN MY_ GENDEL LYNN G, HAWKINS MARTIN V, ~TZ WILLIAM e. KING RONALD K. KOUNS PAUL A. KRASKER STEVEN A, MAYANS LINDA R, McCANN 625 NORTH FLAGLER ORIVE. 9TH FLOOR POST OFFICE BOX 3888 WEST PALM BEACH, FLORIDA 33402 TELEPHONE (407) 8159-7500 FACSIMILE (407) 6159-1789 TALLAHASSEE OFFICE TEL.EPHONE ISI(4) 881-3828 FACS'MIL.E (904) 881..788 .JON C. MOYLE .JON C, MOYLE, ....", .JODY H, OLIVE" MA"K E, _YMOND THOMAS A, SHEEHAN, m MA"TA M, SUAREZ-MU"IAS WILTON L, WHITE STUART OFFICE TEL.EPHONE (407) 28.1144 FACSIMIL.E (407) 28.,498 OF COUNSEL: ROBERT E, DEZIEL ..THOMAS A, HICKEY .WILLIAM .J, PAYNE DONNA H, STINSON "ADMITTED IN NEW YORK ONLY .PALM BEACH GARDENS OFFICE TELEPHONE (407) 825..480 FACSIMILE (407) 82lS-Se7. March 20, 1995 City of Parkland, Florida NationsBank of Florida, N.A. RE: $6,000,000, CITY OF PARKLAND, FLORIDA PROMISSORY NOTE Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by City of Parkland, Florida (the "Issuer") of its not to exceed $6,000,000 aggregate principal amount Promissory Note, dated March 20, 1995 (the "Bond"). The Bond is issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes and Article VIII, Section 2 of the Florida Constitution, and Resolution No. 95-22 adopted by the Issuer March 15, 1995 (the "Resolution"). All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. In rendering the opinions set forth herein, we have examined a certified copy of the Resolution and are relying on the representations, covenants and agreements of the Issuer contained therein, including, without limitation, the covenants of the Issuer contained in the Resolution to comply wi th the applicable requirements contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated thereunder or applicable thereto (the "Code") that must be satisfied subsequent to the issuance of the Bond to the extent necessary to preserve the exclusion of interest on the Bond from gross income for federal income tax purposes. 7473M City of Parkland NationsBank of Florida, N.A. March 20, 1995 Page 2 As to questions of fact material to our oplnlon we have relied upon representations of the Issuer contained in the Resolution and upon other certifications, agreements, documents, and opinions of public officials and other officers and representatives of the various parties participating in this transaction, furnished to us, without undertaking to verify the same by independent investigation. We have assumed the genuineness of all signatures on all documents and instruments, the authenticity of documents submitted as originals and the 'coriformity to originals of documents submitted as copies. We have not been engaged to or undertaken to review the accuracy, completeness or sufficiency of any disclosure materials relating to the Bond, and we express no opinion relating thereto herein. This opinion shall not be deemed or treated as an offering circula,r, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the Bond. We have not been engaged to and therefore express no opinion as to the compliance by the Issuer with any federal or state statute, regulation or ruling with respect to the sale or distribution of the Bond. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion as of the date hereof and under existing law, as follows: 1. The Resolution, including the lien on and pledge of the Franchise Fees and Half-cent Sales Tax therein, and the Loan Agreement constitute the valid and binding obligations of the Issuer, enforceable in accordance with their terms. 2. The Bond has been duly authorized, executed and delivered by the Issuer and is a valid and binding special obligation of the Issuer, payable solely from the sources provided therefor in the Resolution. 3. The interest on the Bond is excluded from gross income for federal income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the federal alternative minimum tax imposed on individuals and corporations. It is to be noted that with respect to certain corporations such interest may be required to be taken into account in determining adjusted current earnings for purposes of calculating the alternative minimum taxable income of such 7473M '- City of Parkland NationsBank of Florida, N.A. March 20, 1995 Page 3 corporations. The opinions expressed in the first sentence of this paragraph are conditioned upon continuing compliance by the Issuer with various covenants contained in the Resolution, including, without limitation, its covenant to comply wi th applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Bond from gross income for federal income tax purposes. Failure by the Issuer to comply with such requirements could cause the interest on the Bond to be includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bond. Other provisions of the Code may give rise to collateral federal income tax consequences (which may be adverse) to particular owners. This opinion is limited to matters expressly addressed above and no opinion is expressed herein regarding other federal tax consequences that may arise due to ownership of the Bond. 4. The Bond is exempt from all present intangible personal property taxes imposed by the State of Florida. 5. The Bond is a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B)(i) of the Code. Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation with respect to any change of circumstances or law (including laws that may result from legislation pending before Congress) that may adversely affect the tax-exempt status of interest on the Bond after the date hereof. It is to be understood that the rights of owners of the Bond and the enforceability of the Bond and the Resolution may be subject to the provisions of the bankruptcy laws of the United States of America and to other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights, heretofore or hereinafter enacted, to the extent constitutionally applicable, and that their enforcement may also be subject to equitable principles that may affect remedies or other equitable relief, or to the exercise of judicial discretion in appropriate cases. Very truly yours, 7473M