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Resolution 1999-258160 ,. 99- 258 A RI~SOIAJ'I'ION ()I: Tllli II().\RI) OF COtIN'I'Y COMM1SSIONF. RS ()F ('()I.I.II!R ('OI. INTY, FLORII)A AU'FIIORIZING 'FILE ISSU;\N(71i OF I'I{()MISSOP, Y NOTF, S OF TI IF, COUNTY IN TI IF...\G( ;RI.iG..VI'F. PRINCIPAL AMOUNT OF NOT 'FO F. XCF. F.D $1(').{)()fl.()00 T()t:[NANCE Till.; (7OST OF CAPITAL 1MPROVI-~,IENT I'ROJF. CTS APPROVEI) BY 'HIE BOARI): APPR()VIN(; Till:. I:OP, M OF AND AU'FIIORiY. ING TIlE F. XF.('[TFI()N OF TIlE NOTF. S AND OF A lA)AN AGREEMF. NT: PP, OVIDING TIlAT SUCll NOTES SHAIJ. NOT III.: GENF. RA[. ()BI. IGATI()NS OF THE COUNTY BUT SIIAI.L BI-; PAY:\Bt.[i ONI.Y FROM CERT,,\IN PARKS ANI') RECRF. ATIONAI. F:\('II.ITil-~S IMPACT FEES AND I.AWI:LII.I.Y .,\VAII.AIII.I.~ NON-AD V'AI.OREM RF~VENUI.:S OF THE COUNTY; PR()VII)IN(; I:OR Tll[.:. RI(lilTS. SECURITIES ANt) RfL'klF. DII.TS OF '['Ill.: OWNI.TRS OF StJCII NOTES: MAKING CI{I{TAIN COVENANTS AND AGREEMENTS IN CONNECTION TllEREWITII; AND PROVIDING AN F. FFF. CTIVF. I)ATI-~. BE IT RESOLVED BY 'Fill:. BOARI} OF ('Or tN'FY COMMISSIONF. RS OF COLI.IER COUNTY. FI,ORIDA. 'FIIAT: Section 1. Authority lbr this P, esolutitm. This Resolution is adopted pursuant to the provisions of Article VIII. Section I of thc Conqitutim~ ,f thc State of Florida. Chapter 125. Florida Statutes and other applicable prm'isions of law. Section 2. Definitions. Thc f, llowing words and phrases shall have the lbllmving meanings when used herein: "Act" means Article VIII, Section 1 of the ('onslitution of thc State of Florida, (?haptcr 125, Florida Statutes and other applicable provisions [~1' law. "Advance" means a borrowing of money lw Ibc Issuer from the Original Purchaser pursuant to thc Loan Agreement which shall be evidenced by a Note. "Applicable Rate" means (i) il' on the dine of issuance of the Note, thc Original Purchaser shall receive an opinion of Bond Cotmsel m thc effect that the Note is a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of thc Cudc, then (x) if thc Issuer si'mil have elected the Three Year Maturity Date. the Three Year BQ Rate or (y) it' the Issuer shall have elected the Five Year Maturity Date. the Five Year BQ Rate or (ii) otherwise (x) il' the lssuer shall have elected the Three Year Mvturity Date. the Three Year Non-BQ Rate. or (y) it' the Issuer shall have elected the Five Year Maturity Date. the Five Year Non-BQ Rate. "Bond Counsel" means an attorncy-at-l:~w ,~' fh'.,~ ~1' such mmrneys having expertise in lhe legal aspects of the issuance of indebtcdm's~ !,v ,t:~.cs :t,~,. polhical subdM~;ions thereof. "Business Day" means any day cxccpl :~w $;,:t~td',~v ~,' Sunday ~r day on which the Principal Office of the Original Purchaser i, ck~scd. "Chaimmn" means thc Chairman ,~ X'~cc-( 'l~:drn~:~n ~,t' thc Board of Connty Commissioners of the Issuer. "Clerk" shall mcan tile ('Icrk ~t' thc ¢'ircui~ ('ou:t ir~ aml for Collier County, Florida. ex- officio clerk to the Board of Cotmty ("ommi<-io::cr';. {,:' :my duly authorized deputy thereof. "Code" means tile Internal Rcvcn:?,' t',~dc tit' !';$6. as amended, and any Treasury Regulations, whether temporary, propowd ,~: fi:ud, im,~:::lc',ttcd lhcrcundcr ¢~r applicable thereto. "Cost" means, with respect lo thc I'r~Licct. any obligz~tion or expense incurred by the Issuer m thc extent permitted by the Act. "Five Year BQ Rate" shall mcan thc ra~c per ammm. determined as of the Business Day immediately preceding thc date iff Iht rctlucsl fi~r Ibc ..Xdvancc by thc Original Purchaser. equal to 83% of the "ask yield" as rcported in Thc Wall Street Journal, for thc United States Treasury Bond maturing closest to but not bclbrc thc Ma~tu'~v l):~c ~,1' thc applicable Note, and if more than one treasury bond matures on such date. then thc trcas~;?v Nmd which trades closest to the price of par. "Five Year Maturity Date" shall mcan that ~l~c maturity date of thc applicable Note shall be the day five years following the date t~t' "Five Year Non-BQ Rate" shall mcan ~hc rate per allntllB, determined as of the Business Day immediately preceding thc date of fi~c request for ~hc Advance by the Original Purchaser. equal to 98% of the "ask yield" as rcpt,rtcd in Thc Wail Slrcct Journal, for thc United States Treasury Bond maturing closest to btit m~t l~cf~rc thc Nl:m~r~tv Date of thc applicable Note, and if more than one treasury bond matures ,m such d:~tc, lhc~ thc treasury bond which trades closest to the price of par. "Issuer" means Collier County. Fh~rid:~. a pt,lilk':~I subdivision of thc State. "Loan Agreement" is defined in Section 6 hereof. "Maturity Date" shall mean, subject t,~ tile provisions of tile Loan Agreement. as to any Note, as elected by the Issuer in thc rctlUCSt for :\dvancc related to such Note, either the Three Year Maturity Date or the Five Year .~la:ur:tx l~)a,c. "Non-Ad Valorem Revenues" means all revenues of tile Issuer not derived from ad valorem taxation and which are lawfully available to bc used to pay debt service on the Notes. 16C 4 "Notes" means thc Notes of the Issuer authorized by Sections 4 and 5 hereof. "Original F'urchaser" means NationsBank, N.A. "Owner" or "Owners" means tile Person or Persons in whose name or names the Notes shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Park Impact Fees" means, to the extent they ri'my be lawfully used to pa), debt service on Notes, those fees imposed pursuant to Article II, Chapter 74, Code of Ordinances of Collier County, Florida, or any similar fee now or in the future imposed or enacted by the Issuer in order to cause land development construction designed or intended to permit more dwelling units than thc existing usc of the land to contribute its fair share to the cost of improvements and additions to the Issuer's park system that are required to accommodate the use of such parks and recreational facilities by such growth, including, but not limited to, those fees imposed pursuant to Ordinance No. 9%39. enacted by the Issuer on May 25. 1999. "Person" means natural persons, firms, trusts, estates, associations, corporations, parlnerships and public bodies. "Pledged Revenues" means (i) the Park Impact Fees and (ii) to the extent provided in Scctiou 8 hereof, thc Non-Ad Valorem Revenues. "Principal Office" means, with respect to the Original Purchaser, the office located at 4501 North Tamiami 'Frail: Suite 400; Naples, Florida 34012, or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means various capital improvement projects approved by the Issuer. "Resolution" means this Resolution, pursuant to which the Notes are authorized to be issued, including any Supplemental Resolutions. "State" means the State of Florida. "Supplemental Resolution" means any resolution amendatory or supplemental to this Resolution adopted by the Issuer in accordance with Section 10 hereof. "Three Year BQ Rate" shall mean the rate per annum, determined as of the Business Day immediately preceding the date of the request for the Advance by the Original Purchaser, equal to 80% of the "ask yield" as reported in The Wall Street Journal, for the United States Treasury Bond maturing closest to but not before the Maturity Date of the applicable Note, and if more than one treasury bond matures on such date, then the treasury bond which trades closest to the price of par. 16C 4 "Three Year Maturity Date" shall mean that the malurity date of tile applicable Note shall be the day three years following the date of issuance of tile Note. "Three Year Non-BQ Rate" shall mean tile rate per annum, determined as of the Business l)ay immcdiaiely preceding Ibc date of the request for the Advance by thc Original Purchaser, equal to 95% of thc "ask yield" as reported in The Wall Street Journal, fl~r the United States Treasury Bond maturh~g closest to but not bctbre the Maturity l)ate of thc applicable Note, and if more than one treasury bond matures oil such dale, then Ibc treasury bond which trades c]oscsl Io Ibc price of par. Section 3. Resolution to Constitute a Contract. In consideration of the purchase aud acceptance of tl~v Notes authorized mbc issued hereunder by fimsc who shall be linc ()wncrs thereof from time to ~imc. this Resolution shall constitute a contract between thc Issuer and the Owners. Section 4. Authorization of Notes. Subject and pursuant to tile provisions of ~his P, csolution, special obligations of the Issuer are hereby authorized to bc issued under and secured by this Resolution in thc aggregate principal amount of not exceeding S10,~,~ fi~r thc purpose of linancing thc C,)st of thc Project. Because of thc characteristics of thc Nolcs. prevailing market conditious and additional savings to be realized from an expeditious sale of thc Notes, it is in Iht best interest of the Issuer to negotiate with the Original ~rchaser m purchase iht Notes lh)m time to time at private negotiated sales. Prior to the issuance of each Note thc Issuer shall receive thc Original Purchaser Ibc disclosure required by Section 218.385. Florida Statutes. Section 5. Description of Notes. (a) Each Note shall be in tile principal amount of the Advance represented thereby. shall be designated as "Promissory Note" with an appropriate additional designation t, distinguish it from all other Promissory Notes of tile Issuer, shall he dated tile date of its executi(m and delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, and shall bear interest at tile Applicable Rate (subject to adjustment as provided irt tile NOte). computed on the basis of a 360-day year for the actual number of days elapsed, and shall mature on the Maturity Date. Thc Notes shall have such other terms and provisions and shall bc substantially in thc form of thc Note attached hereto as Exhibit A, with such changes as may be approved by the Chairman, such approval to be conclusively evidenced by the execution thereof by the Chairman. (b) Thc Notes si'mil be executed on bcllalf of tile Issuer with thc nlanual signature of tile CImirman, and shall have impressed thereon tile official seal of the Issuer, and be attested with the manual signature of the Clerk, and the Chairman and Clerk arc hereby authorized to execute and attest to tile Notes on behalf of the Issuer. (c) Thc ('hairman is hereby authorized to request Advances from time to time umlcr tile Loan Agreement. Section 6. Loan Agreement. Notwithstanding any other provision hereof, no Note shall be issued nor shall thc Issuer bc obligated to issue Ihe same nor shall thc Original Purchaser be obligated to purchase Iht same, unless and until the Issuer and Ihe Original Purchaser shall execute a I.oan Agreement in substantially thc Ik~rm attached hereto as Exhibit B (thc "l,oan Agreement"). Thc lk~rm of thc l.oan Agreement is hereby approved by thc Issuer and thc (/hairman is authorized to execute thc same, with such changes :~s may be approved I~y thc ('hairman, such approval to bc conclusively evidenced by thc execution thereof by Ibc Chairman, and upon such cxcculitm. thcCIcrkisauthorizcdloattcsttl) thcl,o:tn Agrccmcntonbchalfofthclssucr. Uponcxccution of thc l,oan Agreement by thc Issuer :llltl thc Original Purchaser, thc same shall constitulc a part of this Rcs{Hutton thc same as if sc; l~)rth in full herein. Section 7. Registration and Exchange of Note: Persons Treated as Owners. So hmg as thc Notes shall remain unpaid. Iht Issuer will keep books for thc rcgistrati(m :md transfer ~I' thc Notes. Thc Notes shall be lranslZ'rablc only upon such registration books. Thc Issuer will Ir;rosier thc registration of' a Note upon written request of' the Owner spccil~,ing thc name, address and taxpayer identification nt~mbcr of thc transferee. Thc t~crson it; whose name a Nt~tc shall bc registered shall bc clccmcd and regarded :ts thc abstflutc owner thereof for all purposes, and payment of principal and interest t)n such Nt)tc shall bc made only to or upon thc written order of thc Owner. All such payments shall bc valid and cfl~ctual Io satisl~' and discharge thc liability upon such Note to thc extent t)l' thc sum or :qtlllls so paid. Section 8. l'aymcnt of Principal and In;crest; Limited Obligation. Thc Issuer promises that it will promptly pay thc principal ot' and interest on thc Notes at thc place, on thc dates and in thc manner provided therein according lo thc true intent and meaning hereof and thcrct)f, provided that thc principal of alld interest on thc Notes is payable st)lely from thc Pledged Revenues. and nothing in thc Nolcs. thc l,oan Agreement or in this Rcs~Hution shall be construed as pledging any other thnds or assets of the Issuer to such payment or as aufimrizing such payment to be made from any other source. The Issuer is not and shrill not be liable fl,r tl~c payment of ~hc principal of and in;crest tm thc Notes or for thc performance of any pledge, obligation or agreement fi)r payment undertaken by the Issuer hereunder or under thc l,oan Agreement from any properly other than thc Pledged Revenues. No Owner of any of thc Notes shall have :my right to resm't to legal or equitable action to require or compel thc Issuer Io make any payment required hereby or by thc Nolcs or thc l,oan Agreement from any source other lhan thc l'lcdgcd Revenues. Thc Issuer covenants that for so long as any Note shall remain unpaid, it will not repeal or modify the ordinance(s) which impose thc Park Impact Fees in any manner so as ti) adversely al'[cci the ability of the Issuer Itl pay thc principal of and interest on thc Notes as thc same shall become due and payable. Thc Issuer xvill not issue any other obligations or incur any liability payable from thc Park hnpact Fees and having a right lo payment therefrom that is on a parity with or prior Io thc right repayment therefrom of thc Notes. Excepl for thc Nolcs, Iht Issuer will not issue any obligations or incur any liabilily payable from thc Park Impact [:ecs [llllgss ti) [[ICl'C iS I10 dcfimlt with rcspccl 1o payment of the principal of or interest on thc Notes or otherwise hereunder and (ii) thc Park hnpac~ Fees collected by thc Issuer during thc 12 full months most recently concluded preceding thc date of issuance of such additional debt or incurrcncc of such additional liability minus expenditures (other than fl~r debt service) of such Park Impact Fees during such period shall be at least 1.30 times the maximum ilIllDUIlt Of principal and interest ur other form of payment schcdt~lcd to bc made with respect to thc Notes and such additional debt or liability during any twelve month period aflcr thc dale of issuance of such additim~al debt or liability. Thc Issuer c{~vcnants that, so long as any Note shall remain unpaid, il will appropriate in its annual budget, hy amendment, if required, from Non Ad Valorem Revenues, amounts sufficient to pay thc principal of and interest on the Notes not being paid from other amounts as thc same shall become duc. In thc event that thc amount previously budgeted tbr such purpose is at anytime insufficient to pay such principal alld interest on thc Nolcs, thc Issuer covenants to take immediate action to amend its budget so as lo budget and appropriate ;Ill amount from Ntm Ad Valorem Rcvcnucs sufficient to pay such debt scrvicc on thc Notes. Suchcovcnantslobudgct and appropriate from Non Ad Valorem Revenues shall be cumulative Io thc extent not paid and shall continue until such Non Ad Valorem Revenues sufficient lo make all required payments have been budgclcd, appropriated and used to pay such debt service on tho Notes. Thc Issuer shall not issue or incur any indebtedness if such would malcrially and adversely aftkct Ibc ability of thc Issuer to pay debt service on thc Notes. Section 9. Compliance with Tax Requirements. Thc Issuer hereby covenants and agrees, fl)r thc benefit of thc ()wncrs from limo to time of thc Notes, to comply with thc requirements applicable to it contained in Section 103 and Part IV of guhchaptcr B of Chapter 1 of thc Code to thc extent necessary to preserve thc cxclusim~ of interest on Iht Nolcs fr{m~ gross income for tk'dcral income tax purposes. Spccilically. without intending to limit in any way thc generality of thc fl~rcg()ing, thc Issuer covenants and agrees: (1) to pay to the United States of America from thc funds and sourccs of revenues pledged to thc payment of thc Notes to the extent legally available, and from any other legally available funds, at thc times required pursuant Io Section 148(I) of thc (/udc, thc excess of thc amount earned tm all non-purpose investments (as defined in Section 148(0(6) of the Code) allocable to each Note (other than investments attributed to an excess described in this sentence) over thc amount which would have been earned if such non-purpose investments were invested al a rate equal to thc yield ~)~ such Note, plus any iucomc altributablc I{) such excess (~l~e "Rebate Amount"); (2) to maintain and retain all records pertaining to and to be responsible for making or causing t{~ be lll;.idc all dctcrminaticms ;llltl calculations of thc Rebate Amount and required payments of the Rebate Amount its shall be necessary to comply with the Code; 16C 4 (3) to roi'rain from using procccdx of thc Nolcx in a manner thai would c;.mse ;.Itly of lhe Notes to be chlsxified ax privntc activity bondx under .Section 141(a) of thc Code; and (4) to refrain from taking any action or omitting to take any action il' xuch action tlr omission would cause any of tile Notes to become arbitrage bonds under Section 103(t,) and Section 148 of the Code. Thc Issuer undcrxtands that thc I'orcgoing covenants impoxc comirming obligations {m thc Issuer to comply wifl~ thc requirements of Section 103 and Part IV of Subchaptcr Il of Chal, tcr 1 of thc Code so long as such requirements arc applicable. Section 10. Amendment. This Resolution shall not be moditicd tlr amended in any respect subsequent to thc ixsuance of thc Notes without Iht written consent of tile Owner or (')xvncrs {:,I' ail the Notcx. Section I1. Limitation of Rights. With thc exception of any rights herein expressly c~ml'crrcd, nolhing expressed or mentioned in or to hc implied from lhis Resolution or ~hc Notes is intended or shall bc construed to give to any Person other than thc Issuer and thc Owners any legal or equitable right, remedy or claim under or with respect to thix Resolution or any covenants. conditions and provisions herein contained; this Resolution and all of thc c,,~'cn=mts, conditions and provisions hereof being intended lo be and being For thc sole and exclusive bcnclft of thc Issuer and thc Owners. Section 12. Scvcrability. If any provision of this Resolution shall bc hcld or dccmcd to bt or shall, in fact. Be illegal, inoperative or unenforceable in any context, Ibc xamc shall not affect any other provision herein or render any other provision (or such prt~vision in any other context) invalid, inoperative or unenfl~rccablc to any extent whatever. Section 13. Business Days. In any case where thc duc date of intcrc,t on or principal of thc Notes is not a Btlsillcss Day. then payment ()f principal or interest need n{~l be made on such date but may be made on thc next succeeding Busincss l)ay. provided that credit t2)r payments made shall not be given until thc paynmnt is actually received by thc Section 14. Applicable Provisions of Law. This Resolution shall bc governed by and construed in accordance with the laws of thc .State. S~tion 15. Rules of interpretation. Llnless cxprcxxly indicated othcr\vixc, references sections or articlcx arc to bc construed as references to sections or articles t~t' Ibis instrument ax originally executed. Usc of the wordx "herein," "hereby," "hereunder," "hcrc{,F. .... hcrcinbcfi~rc," "hereinafter" and other equivalent words refer to this Resolution and not st)lely to the particular portion in which any such word is used. 4 Section 16. Captions. Thc captions and headings in this Resolution arc for convenience only and in no way define, limit or tlcscrihc thc script {~r intent of any prm,'isions or scctim~s of this Rcsolutitm. Section 17. Limited Liabilityoflssucr. It ishcrcbycxprcs,sly madcacmMiti{m(~fthis RmsoltlliOn of thc l,oan Agrcctllc~lt :tnd o{' thc Nolcs that a~ly :~grccnlcnts or rcprcscnlati(ms herein or therein c{mtaincd or contained in tl~c d{)cumcnts and instruments cxcc0lcd i~l collncclio~l therewith do not and shall never ctmstitutc m' give ri.sc to any personal {>r pecuniary liahilitv or charge against thc general credit of thc Issuer and in thc event of a breach of any [~grccmcnt, covenant or representation, no personal or pecuniary liability {~r charge payable directly {>r indirectly from any I'unds of thc Issuer other than those pledged hereunder shall arise therefrom. Nothing contained i~l this Section 17, however, shall relieve thc Issuer from thc observance and pcrfi>rmancc of thc several covenants and agreements on ils part herein cont:~incd. Section 18. Officers and lhnployccs of thc Issuer Exempt fronl Personal Liability. No rcct)tJrsc under or tlpOll ally (d,ligatitm. ctWCtlall[ or agreement of this Resolution, of thc l,oan Agrccmem (~r thc Nolcs or tbr any claim based thereon or otherwise in respect thereof, shall hc had against any ('l)Llll{y Ct>mmissitmcr of Iht lssuur, or zmy ot'ficcr, agent ~)r employee, as such, of thc Issuer past. present or fulurc, it being expressly undcrslood (a) that thc obligation ~l' ~hc Issuer tllldcr this Resolution is solely a corporate ()nc, limited as provided in Iht preceding Scctim~ 17, (b) thai n{, personal liability whatsoever shall attach to, or is or shull bc incurred by, thc CountyC~mmfissioncrs~>fthclssucr,{~rthcofficcrs, agcnts, orcmployccs, assuch, of thc Issuer, or any of them, under ()r hy rcas(m of thc {)bligati{)ns, covenants (>r agreements comaincd in this Resolution or implied therefrom, and (c) that any and all such personal liability of, and any and all such rights alld claims against, every such County Commissioner of thc Issuer. and every officer, agent, or employee, as such, of thc Issuer u~der or by rcaso~ of Iht obligations, coven;mis or agreements contained in this Rcsoluti(m, or implied therefrom, arc waived and released ~s a condition of, and as a consideration ti)r, thc execution of this Resolution and lilt J,();lll Agreement and thc issuance of thc Notes on thc part ()f thc Issuer. Section 19. Authorizations. Thc Chairman :.tnd such other offici:,tls arm employees ()1' ~hc Issuer as may bc designated by thc Chairman arc each designated as agents of thc Issuer in cunncction with thc issuance and delivery of Iht Notes and arc authorized and empowered. collectively or individually, to take all action and steps and to execute all instruments, documents, and contrztcts on behalf of thc Issuer lhat arc necessary ~r desirable in connection with Iht execution and delivery of thc Notes, and which arc specifically authorized or arc not inconsislcm with the terms and provisions ol'this Resolution. Section 20. Note Mutih,~tcd, Destroyed, gtolen or Lost. Itl case any Note .shall tqecome mutilated, or be destroyed, stolen tlr lo.st, lhe Issuer shall issue ;.tnd deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in sul~stitution for thc Note destroyed, stolen tlr lost and upon thc Owner furrfishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the I,ssuer and complying with such other reasonable regulations and condition,s as the Issuer (nay 16C 4 prcscribcandpayingsuchcxpcnscsaslhclssucr may incur. Thc Notcsosurrcndcrcdshallbc canceled. Section 21. ImpairmcL~t oi' Contract. Thc Issuer covenants with thc Owner of Lhc Nolcs ~hat it will not. without thc written consent of thc Owner of the Notes, cnacl any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to thc Owner thc rights granted to Iht Owner of thc Notes l~crcundcr. Section 22. Remedies of Notcholdcl'. Should the lssucr del':mlt in any obligation created by this Resolution. thc l,oan Agreement or thc Notes, thc Owner of thc Notes may, in addition tt; any other remedies set forth in this Resolution, the Loan Agreement or thc Notes. either at law or in'equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction. protccl and enforce any alld all rights under the laws of the State of Florida. or granted or contained in this Rcsolu{ion, and may enforce and compel thc performance of all duties required by this Resolution. or by any applicable statutes lo be performed by thc Issuer or by any officer thereof. Section 23. repealed. Section 24. adoption. P, cpcalcr. All resolutions or parts thereof in conllict herewith arc hereby Effective Date. This Resolution shall take cf feet immediately upon its This t~,csolution adoplcd on this 8ih day of.lunc. 1999. aflcr mol ion, second and majority BOARI) OF COUNTY COMMISSIONERS OF COIA,IER COUNTY, FLORIDA tXTTEST: DWIGIIT I-1. IIP, OCK, CI.,EP, K PAMEI,,,\ S.. MACKIE, CItAIRWOM,.\N ,_. ~,~,'l" Approved as to form and legal sufficiency tteidi F. AM'mm Assistant Coum.v .,\ttorney ¢i \ I .~ 184\63', Rcsoh~li(ml 2) ~.pl 9 EXHIBIT A 16C Ilnscrt Adv:mcc :\lllOU;lt} ('OI,LII_:,R C()UNTY, FLORII)A PROMISSORY NOTE Jlnscrt Series l)csiglmtion] KNOW Al,l, MI';N BY 'l'llliSl{ I'RI'2'qI.~NTS that Collier Coumv, I:lorida (the "lsst_lcr"), 11 political subdivision of the State of Florida created and existing pursuant to thc Constitution and thc laws of thc State of l:lorida, for value received, promises Io pay from Iht sources hereinafter provided, to Iht re'der el' Nationsltank, N,A. or registered assigns (hereinafter, thc "Owncr"~. iht principal sum of llnscrt Advance tXlllOtlIlt], together with interest Oli thc principal balance oulslanding at thc rate per annum of ~'~ (sub. jeer to adjustment as hereinafter provided) based upon a year of 360 days for thc actual number of days elapsed, Principal of and interest on this Note are payable in lawful moncv of thc United States of America at sucll place as tile Owner may designate Io Iht Issuer. Installments of principal and interest on this Note shall be payatHc in l inscrl number -- either six for Three Year Maturity Date or ten for Five Year Maturity Date} equal installments, duc on each [insert dale six months after date of Note] and [inscrl dale one year aflcr date of Note] to and including [insert maturity date - either tl~rec years after date of Note Ibr Three Year Maturity Date or five years after dale of note for Five year Nlaturitv Date] (thc "Maturity I)atc"). Thc entire unpaid princip~d balance, together with all accrued and unpaid interest hereon, shall bc duc and payable in full on thc Maturity Date. All payments by H~c Issuer pursuant to this Note shall apply first to accrued interest, then to other charges duc thc Owner, and Iht balance thereof shall apply to thc principal sum duc. As used in this Note, (11 "(Mdc" means ~hc Imcrnal I{uvcnuc (',~dc t~l' t~)S6, as amended, and any 'l'rc: surv Regulations, whclhcr temporary, prt)pt~scd m' fi;mi, n'omulgatcd thereunder or applicable thereto: (2) "Dctcrnfination of Taxability" shall mcan interest on ~l~is Note is determined or declared lobe includable inthc=ri,, ~ss' income of thc Owner for federal income tax purlmSCS under thc Code by reason of legislation, judgment of a court of competent jurisdiction or a final ruling or regulation of thc Imcrnal Rcvctluc Service. Upon ~l~c occurrence of a Determination of Taxabilil¥, thc inlercsl rate on this No~c shall be adjusted to a rate equal to 154 ~& t~f thc interest rate olhcrwisc borne hereby (thc "Adjusted Interest Rate") calculated on thc basis of a 360-day year for thc actual number of days elapsed, as of and from thc date such determination would be applicable with respect to this Note (the "Accrual Date"): and (i) the Issuer shall on thc next interest payment date hereon pay to thc Owner, or any ~Brmcr Owner, as may be appropriately allocated, an alllOUlll equal to thc sum of(l) thc difDrcncc between (A) the lolal interest that would have accrtlctl oil this Note al thc Adjusted Interest Rate from thc Accrual 16C 4 Date to thc date of the Dcterminatioll of Taxal'~ility, and (B) thc actual interest paid by thc Issuer on this Nolo frtml the Accrual Date to thc date of Determination of Taxahilily. and (2) any interest and penalties required lo be paid as a result of any additional State of I:lorida and lkdcral income taxes imposed upoxl such Owner a~d/or I'or~lcr Ow~ler arising as a result of such l)cter~lli~latioll of Taxability: and (ii) from and after thc I)ctcrmination of Taxability. this Note shall continue lo bear interest a} thc At[iustcd Interest Rate for thc period such determination continues to be applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as thc federal statute of limitations under which thc intcrcsl tm this Note could bc dccl;trcd I;txalMc under thc shall have expired. Thc principal of and interest on this Note In;tv bc prepaid at thc option of thc Issuer in whole t~r ill part at any time. There shall bc no prepayment premium or penalty, t'rcp:~ymcnts oF principal shall be applied to thc scheduled installments t~f principal hereon in inverse order of maturity. I. lpon thc occurrence of ;tn l{','cut of l)cf;tutt (;ts defined in thc l.oan ,,Xgrccmcnt) (as defined thc RcsolutiCm) ~l~cn thc Owner may declare thc c~llirc debt then remaining unpaid hereunder immediately duc and pay;tiMe: and ill ally such default and acceleration, thc Issuer shall obligalcd tt)pay (but only 1'1'0111 lilt l~lcdgcd Rcvcnt~cs) as part of lhc imfcblcdncss evidenced by this Note, all costs of collection and cnlk,rccment hereof, including such l~cs as may bc incurred tm or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, i~cludiug spccilSc:tlly but without limitation, claims, disputes and proceedings seeking adequate protection relict' from thc at]tomalic stay. liilcl'csl ;it thc lesser of 12 ~X per ;tl~lt~Ill or lilt l~laxiIllUIll l;.iwful rate per ;.li~l~tl111 shall be pily;~l'~lc on thc entire principal t'~alancc owing hc'rcundcr from arid after the occurrciicc {~1' ulld during the c'onlinuation of a dcfauh described in the preceding paragraph, irrespective of a declaration of maturity. Thc Issuer Ltl the extent permitted by law hcret~v waives l~rescntmt-'nt, dcm;md, pr{~tcst and notice of dishonor. TillS N()TIS t'.,NI) 'I'11I'~ INTI.-;I~.I'~ST tlI';I~.EON DOi?.S NOT ANI) SltAIA. NOT (7ONSTITtlTI'~ :\ G[-~NERAI. INI)I-~IVI'IiI)NIiS.$ OI': T}I['~ IS.SLII.iR WITII1N Till'; MI~ANINCi ()l: ANY CONSTITUTIONAL. I~ROVISION OR STATtJTOR'Y I. iMITATION BU'I' S}IAIA. BI:. 1~.,\5'AI~,I~I'~ SOI.EL'I' VROM Ttlli M()N1;;YS ,,\NI) SOtlR(/ES PI.ISD(iI:;I) TIII:.i~,EI:OR. NEITIIF. I{ TIlE FAITtt AND CRI';I)IT NOR ANY Al') VAI.OI>,[:-,M TAXIN(i POWIER O1: Till:. ISSUI:~,},',, Till:. STATE OF t-:I.OI,'.II)A OR ANY I"OI.ITICAI. SUBDIVISION TI IERI?~OF IS I"I.EDGEI)TO 'Fllt:. It:'AYMENT el: TIlE PRINCII%\I. Of OR INTER[iST ON Tills NOTli OR OTII[:.I,~ COSTS INCII)Ir. NTAI. t I I'.:.R F. TO. This Note ix i';sucd pursuan! lO [~,csolution No. 99- duly adoplcd by thc Issuer on June , 1999. as From time to time amended and supplemented (herein referred lo as thc "Resolution"). ~d is subjcct to all thc tcrms and conditions of thc Rcsoluti°n. Alltcrms, conditions and provisions of thc Resolution arcbvthisrcfcrcnccthcrctoincorporalcdhereinasapart°fthis Note. Terms used herein in capitalized form and not otherwise dctSncd herein shall have thc meanings ascribed thereto 1.60 This Nolo is payable solely from and is secured hy a lien upon and pledge of thc "Pledged Revenues" as described inthc Resolution. Notxvithstandinganv other provisionoflhis Note. thc Issuer is nol and shall not be liable for Iht payment of the principal of and inlcresl on this Note or otherwise monclarily liable in connection herewith from any properb' other Ill;111 thc Pledged Revenues. This No~c may bc cxcllangcd or Iransl'crred by Iht ()wncr hereof bul only upon linc registration books mainlaincd by lhe Issuer aI1LJ in IJle 111:l1111er provided in ihe l~,csolulion. II is hereby ccrlified, rccilcd ami declared lhal all acls, condilions and prcrequisilcs required to exist, happen and be performed precedent Io and in thc execution, delivery and Ihe issuance of this Note do cxisl, have happened and have been pcrl2~rmcd in duc time. form and manner as required by law, and Ihat thc issuance of this Nolo is in full compliance with and docs not exceed or violate anv constitutional ~r smmmrv limimtim~. IN WITNESS WIIF. RIiOI:. Collier County. Florida has caused this Note to be executed in ils name by thc lllLlllUa] signature of its Chairman and attested by I]lC lllalltlal signature of its (.'lin'k, and its seal to he i~nprcsscd hereon, all this __ day of [SE,'\I.1 A~lest: Collier ('oul]lv. I:lorida (71crk 4 (Form for Transfer) FOR VAI,UE RECEIVED. the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security No.__ ) the within Nole 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 thc premises. Dated NOTICE: Thc signature lo this assignment must correspond with tile name as it appears upon the face of thc within Note in every particular. without alteration of enlargement or any changc xvhatcvcr. the presence of: I,OAN A(iRF. EM ENT This LOAN AGREEMI';NT (thc "Agreement") is made and entered into as of Junt 9, 1999, by and between the Collier County, Florida, a political subdivision of tile State of Florida, and its succtssors and assigns (the 'Issuer'), and NationsBank, N.A., a national banking association, and its stlcccssors and assigns as holder(s) of thc hereinafter defined Note(s) (the Bank"); WI tFJ~,F. AS, tilt Board of County Commissioners of thc Issuer did, on June 8, 1999, adopt Resolution No. 99- (thc "Note Resolution") authorizing, among mhcr things thc issuance of l'romissory Nolcs ol~thc Issuer in thc aggregate principal amount not to exceed $10,000,000 (collectively, thc "Notes") for thc purpose of financing certain of the Costs of thc Project (as defined in thc Note Resolution); and WI IEP, F.,,\S. thc Flank is willing to enter into this Agreement with tl~e lssucr to provide ~l~e financing for tht Costs of the Pro. jeer; and WI-[F. RF. AS, thc Issuer hereby determines that it is desirable and in the best interest of thc Issuer to cnlcr into this Agreement whereby the Issuer will borrmv funds from the Bank fl)r the purpose (ff financing thc Costs of the Project (the "Loans") and to evidence the repayment of such l.oans by thc issuance and delivery of the Notes to the Bank in the aggregate principal amount of thc l.oans: and WIIEREAS, tile Notes shall be issued pursuant to tilt terms and provisions of the Note Resolution and this Agreement: and WIIEREAS. the execution and delivery {)t'this Agreement have been duly authorized by tilt Note P, csolution. NOW, TIIEREFORE, thc parties hcrcto, intending to bc legally bound hereby and in consideration of thc mutual covenants hereinafter containtd, I)O HEREBY AGREE as folloxvs: AI¥1'I CIA~; I DEFINITION OF TERMS Section 1.01 Definitions. Thc words and terms used inthis Agrccmentshallhavcthe meanings as set forth in thc Nott Resolution and in tile recitals above, unless otherwise defined herein. Unless the context shall otherwise require, tile following words and terms as used in this Agreement shall tm',,c the following meanings: "Advance" means a borrowing of money under a Note, pursuant to Section 5.04 hereof. "Agreement" shall mean this Loan Agreement and any and all modifications, alterations, amendments and supplements hereto rnadc in accordance with the provisions Ilcreof. 16C 4 "F. vcnl of l)cfault' shall mean an event ()I'd(fault specified in Article V of this Ag(cement. shall mcan thc outstanding principal amount of thc Note issued hereunder. "l.oan l)ocumcnts" shall mcan this Ag(cement, thc No(cs, thc Note Resolution, and all (Il]ICl' doculllClllS, agrCClllC111s, ccrtit'icatcs, schedules, notes, slalClllClllS, alld opinions, however described, referenced herein or executed or delivered pursuant hereto or in connection with ~r arising with thc l.oans or thc transaction colltClllpJatcd hV this Agreement. "Noteholdcr" shall me:m tile Bank as, d.te holder (',f tile No(cs, or any other registered holder 111{..2 Notes. Section 1.02 Interpretation. tJnlcss thc context clearly requires otherwise, words t)f masculine gender shall i~c collstrtlcd to include correlative words of Iht l'cmininc and neuter genders and vice versa, and words of thc singular number shall he construed to include correlative words of thc plural number and vice versa. This Agreement and all thc terms and provisions hereof shall be construed to effectuate thc purposes sc( forth her(in and to sustain thc validity hereof. Suction 1.03 Tillcsandllcadings. Thc titlcs and hcadings of thc articlcs and suctions of this Agreement have bccn inserted lb( convenience of reference only and arc not to be considered a part hereof, shall not in ailv way modil}' or restrict any of thc terms and provisions her(of, and shall not hc considered or given any cf fcc( in construing this Agreement or any provision her(of or in ascertaining intent, if any ClUCSti(m ~t' in(cra should arise. Al,rTl CI~I': II I>,EI:'I,tESENTATI()NS OF ISSUER Subject to the Note Resolution, tile Issuer represents and warrants to tile Bank thai: Section 2.01 l'owcrs of Issuer. Thc Issuer is a political subdivision duly organized and validly cxisting as a county under thc laws of thc State of Florida. The [ssucr has thc powcr to borrow thc amount provided for in this Agreement, to execute and deliver thc Notes and this Agreement, lo secure thc Notes in thc manner contemplated her(by and by thc Note Resolution, and to perform and t)hscrvc all thc terms and c(mditions of thc Notes and this Agreement on its part to bc pc(formed and observed. Thc Issuer is or will be within thc time required by law empowered to commence and pros(cute thc Project and thc Issuer may lawfully issue thc No(cs in order to finance thc Cost ot' thc Project. Sccti(m 2.02 Authorization of Loan. Thc Issuer has had or ,,vill have, as thc case may be, full legal right, pow(r, and authority to adopt tile Note Resolution arid to ex(cut( and deliver this Agreement, to issue, sell, and deliver the Notes to the Bank, and to carry out and consummate all miler transactions contemplated by thc I,oan Documents, and tile Issuer has complied and will comply with all provisions of applicable law in all material matters relating lo such transactions. Thc Issuer, hv the Note Resolution, has duly authorized the borrowing of ~l~c amount provided for in this Aurcc;ncnt. thc execution and delivery of this Agreement, and thc making and delivery of thc Nolc~s m thc Bank pr{widcd for in this Agreement and to that end thc Issuer warrants that il will rake all acti{m ami will do all things which it is authorized hy law to take and lo do in ~)rdcr to fulfill all covenants on its part to be performed and to provide tbr and to assure payment of thc Notes. Thc Issuer has duly adopted Iht Note Resolution anti authorized thc execution, delivery, and performance of thc Notes and thc l.oan Agreement and thc taking of any and all {)thor such actium as may be required on thc part of Iht lssucr IO carry out, give cf foci to a~ld COllSUm~l~atc thc transactions'contemplated by thc l.oan D{~cumcnts. Thc Notes have been duly authorized, executed, issued and delivered to thc Bank and constitute legal, valid and binding obligations of thc Issuer cnthrccablc in acct>rdancc with fl~cir terms and the terms of the Note Resolution, and arc entitled to Iht hcncfits and sccuriw of thc Note Rcsolulion and this Agreement. All approvals, collSClllS, alld ordcl'S iff' arid filings with any governmental authority or agency which would c{mstitutc a cm~dilirm prcccdcnl Io Iht issuance of thc Notes or the execution and delivery of or lilt performance by thc Issuer of its obligations under thc Loan Documents have been obtained or made and any con'chis, approvals, and orders to he received or filings so made arc in full t'orcc alld effect. Section 2.(/3 Agreements. The making and pcrforming by thc lssuer of tl~is Agreement :,,,ill not violate any provision of thc ..\ct, 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 thc terms of any aurccmcnt or instrun'~ent to which thc Issuer is a party or by which tile Issuer is bound. Thc 1.dan I5ocumcnts constitute legal, valid and binding obligations of tile Issuer enforceable in accordance with their respective terms. Section 2.()4 Litigation. Etc. There are no actions or proceedings pcndir~g against thc Issuer or affecting thc Issuer which, either in anv cast or in thc aggregate, might result in any material adverse change in thc linancial conditi{m of tl~c Issuer, or which questions thc validity this Agreement, thc Notes or any of thc other Loan Documents or of any aclion taken or to bc taken in connection with thc transactions contemplated herebyor thereby. Thc Issuer is not dcfauh in rmv material respect under any agreement or other instrument to which it is a party {~r by which it may l~c hound, Section 2.(15 Financial Information. The financial information regarding tl~c Issuer furnished to lt~c Ba~lk by the Issuer in connection with thc Loan is complete and accurate, and there has hccn no material and adverse change in thc financial condition of tl~c Issuer from that presented insuch information. Thclssucr shall annually, within 180 days after thc endofcach fiscal year of thc Issuer, provide thc [la~lk with such financial information as shall be necessary m thai>lc the Bank to determine thc amount of Park Impact Fees and Non Ad Valorem Revenues with respect to such fiscal year. Section2.06 Plcdgc of Funds. Thc Notcs shall bc secured by and thc lssuer has in the Note Resolution granted m thc Notcholdcr a pledge of thc Pledged Revenues. Tire Issuer hereby 16C 4 ralifics and affirms lhat thc ,Notes arc is,sued subject to any and all l'~ro'.'isions o1' thc N~tc l~,csoluticm. ARTICI,E 1II COVI,;NANTS OF TIlE ISSUER Section 3.()1 .,\ffirmativc Covcll;.llltS. Suhjecl It) Ibc Nolo Rcsolulion, tile lssucr covcniHlls, l'~r so hmg as any of thc principal a]~lOtHlt ()for interest on thc Notes is otitsla~ldillg al~d unpaid or any duty or obligation of thc lssucr hereunder or under any of thc other i.oan Documents remains unpaid or unperformed, as follows: 14~ymcnt. Thclssucrcovcnantslh:lt it shall duly :md punctually pay tlleprincip:d thc Notes and thc interest thereon :it thc dates and place and in thc manner provided herein, in Llsc of Proceeds. Thc Issuer coven;mrs thai thc proceeds from thc Notes will used only for Costs ~l'thc Project. (c) Notice of Defaults. Thc Issuer shall within ten (10) days after it acuuircs knowledge hereof, notify thc Bank in wriling upon thc happening, occurrence, or existence of any Event otYl)cfault, and any event or condition which with thc passage of time or giving of notice, or both. would constitute an l/vent o1' l)clhult, and shall provide thc Bank with such written nt~ticc. a derailed statement by a responsible officer of thc Issuer of all relevant 15ets and thc action being taken or proposed to bc taken by thc Issuer with respect thereto. (d) Maintenance of Existence. Thc Issuer covenants thut it will take all reasonable legal acti{m within its cmnrol in re'der to mz~intain its existence until all amounts duc and owing from thc Issuer to Iht [lank under the Lo:in l)ocumcnts have been paid in full. (c) Records. Thc Issuer agrees that any and all records of thc Issuer with respect to thc Project and/or thc l.oan l)ocumcnts shall be open to inspection by thc Bank or its representatives al all rcasonahlc times at thc offices thc Issuer. (f) 'fear 2Gq.K) Compliance. Thc Issuer ,,viii promptly notil'y thc Flank in thc event thc Issuer discovers or determines that any computer application (including those of its suppliers and vendors) th;it is material to its ability repay thc Notes will not be Year 20~) compliant on a timely basis. Thc lssucr reasonably believes that all computer applications (including those of its suppliers and vendors) that arc material to its ability to pay principal of an interest on the Notes will on a timely hnsis bc able tt) pcrl~)rm properly date-sensitive functions for all dates before and after January 1, 2000. 4 Section .3.02 Negative Covenants. Thc-Issuer covenants, for so long as any of the principal amoum of or interest on thc Note is outstanding and unpaid or any obligations of the Issuer under any of thc I_oan Documents remain nnpaid or unperformed, thai: (a) Thc 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 tile Notes, without prior written appro;'al of the Noteholder. (b) Thc Issuer shall not pledge or cncmnber the Pledged Revenues except pursuant to thc Note Resolution. .'-;cctilm 3.03 Incorpor'atioll of Note l{csolution. All representations, covcr~ants and · ,varramics of thc Issuer contained in the Note Resolution arc incorporated herein by reference to thc same extent :is il' set forth verbatim herein and constitute part of this Agreement. ARTICIA'~ IV Till,; I,OAN: ISStiER'S OBLIGA'FION; DESCRIF'TION AND PAV,XlENT TERMS: OPTIONAl, PREPAYMENT: ADVANCES Section 4.01 Thc l,oan. Thc Bank hereby agrees to loatl to tile Issuer the amount of up to 510,000,000 to be evidenced by one or more Notes, in each case to provide funds to finance certain of thc Costs of thc t'r~(icct, upon thc terms and conditions set forth in thc Note Resolution and in this Agreement. Thc Issuer agrees to repay the principal amount borrowed plus interest thereon, upon thc terms and conditions sot forth in thc Loan Documents. Section 4.()2. Requisitions for Advances; Other Conditions. (a) The Issuer may borrow from time to time tlp to $10.000,000 represented by Notes by requesting Advances hereunder, provided that amounts borrowed may be repaid but may not bc reborrowed, and provided further that no Advance will bc made after June 9, 2004. Thc Issuer may not request more than OllC Advance in any month and no Advance may bc for less than S 100,000. (b) Thc Bank silall not be obligated to Advance any funds unless ti) no F, vent of Dclitult has occurred and is continuing: and (ii) the Issuer delivers to thc Bank a written request for suct~ Advance, executed by thc Ghairman, indicating thc an~ount of thc Advance requested, thc dale on which such Advance is to be made (which shall be not less than tivc (5) and not more than ten (10) Business l)ays after the date such request is received by the Bank). stating that the representations and warranties of the Issuer contained herein arc true and correct as of such date, stating thc Maturity Date and whether thc Note is antic:paled to be a "clualil~cd lax-exempt obligation" within the meaning of Section 265(b)(3) of thc Code and thc further conditions set forth in (c), below, shall have been satisfied. Unless a Nolo has a Maturity Date not later than June 9, 2~4, thc Note shall not be issued, nor shall the Bank have any obligation to make thc related Advance, unless 4 thc opinion of Bond Counsel referred to ill (c)(ii) below shall state that P:~rk Impact Fccs may lawfully hc used to pay all of thc principal and interest on such Note. unless thc Bank in ils discrctim~ should agree otherwise. (c) On tile clare of any Advance, in addition to all other ilcms required hereby, by thc Note Resolution or hv lilt Note, on thc d:dc of any Advance, the Issuer sl~all deliver to thc B~mk thc following: (i) thc written opinion of thc County Attorney It/ thc Issuer. itl lk~rm and substance reasonably satisfactory to thc Bank, to thc cfi~ct that (a) thc Note Resolution, this 1,oan Agreement and linc Note arc duly authorized, executed and delivered by thc lssucr, remain in full force and cf feet, and ctmstitutc thc valid and binding obligations of thc lssucr cnl'orccablc accordance with their terms; (b) thc making of ti~c Advance and thc execution and delivery by thc Issuer of thc N(~tc rcl:~tcd thereto do not rcstlll iii H violation of :mY provision oF any of thc Documents: and (c) t{)thc best knowledge of thc County Aftra'ney. no t;vcnl iff l)cfaull or event which with Iht passage of time m' thc giving of notice, or both, would constitute an tJvcnl iff Dclhult exists: and (ii) an opinion of l:kmd Counsel acceptable to tile Bank. in tbrm and substance acceptable to thc Bank. lo thc effect that thc interest on the Note related It) such Advance is excludable from thc gross income of thc Bank for federal income tax purposes, thc Note and thc interest thereon is exempt from all intangible personal property taxes and excise mxcs on documents imposed by thc State o1' [:lorida, it' thc Note is a "ctuatificd tax- exempt obligation" within thc meaning of Section 265(b)(3) of thc Code so stating, and, il' thc Note has a Maturity l)atc later than .hmo 9, 2004. stating whether ['ark Impact Fees may lawfully bc used to pay debt service on such Note: and (iii) such other instruments, documents and certificates as Iht Bank lnaV rcasonahlv request itl order to demonstrate that thc Advance is being made itl accordance with thc terms hereof and applicable law. Section 4.03. Initial Advance. Thc l:/;tnk and tile Issuer agree that on June 9, 1999 thc Issuer shall issue, and tile Bank shall purchase with an Advance in thc amount of $4,275.000.00, the Issuer's $4,275,000.00 Promissory Nt)tc (North Naples Community Park Project - 1999) (thc "1999 Note"). Thc 1999 Notcshall havcthe Five Year Maturity l)atc and shall bear interestat thc rate of 5.809~ per annum (tile Five Year Non-BQ Rate). Section5.01 ©choral. this Agreement ii': ARTICI.E V EVENI'S OF I)EFAUIfI' An "l!vcnt of Default" shall hc dccmcd to have occurred under 16g (al Thc Issuer shall fail to make any l')ayn'~ent of thc principal of or thc interest on the l,oan within tiftecn (15) days after tile same shall become duc nnd payable, v.'hcthcr by Inamrity. bv acceleration at thc discretion of tile Bank as provided for in Section 5.02, or otherwise: or (b) thc Issuer shall default in tile performance of or compliance with any lcrm or performance of which or noncompliance with which is elsewhere specifically dealt with, which dctkmlt or non-compliance shall conlintlc and not bc cured within lhirtv (30) davs after (il notice thereof to thc Issuer by Iht Bank: or (ii) Iht lgank is notified of such noncompliance or should have been so notified pursuanl to the provisions of Section 3.01(c) of this Agrccmcm. whichever is earlier; or (c) any rcprcsemation or v,'arrant,,' made in writing by or on behalf of thc Issuer in any l.oan Document shall prove to have been false or incorrect in any malcri;~t respect on thc date made ()r reaffirmed; or (d) Thc Issuer admits in wrhing its inability to pay its debts ~enerally as they become duc or files a petition in bankruptcy or makes an assignment for thc benefit of ils creditors or coi1scIltS It) thc appt)immcnt of a receiver or trustee for itself; or (c) The Issuer is ad.judged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt t)ll [1 petition in bankruptcy filed by or against thc Issuer, or an order. judgment or decree is entered by any court of competent jurisdiction appointing, without thc consent of thc Issuer. a receiver or trustee of thc Issuer or of thc whole or any part of its property, and if Ibc aforesaid adjntlicaliogs, orders, judgments or decrees shall not be vat;Hod or set aside or stayed within ninmv (90) days From thc date of entry thereof: or (13 Thc Issuer shall file a petition or answer seeking reorganizati{m or any arrangc]ncnt under thc federal bankruptcy Jaws or any other applicable law or StattliC of thc l JIl~tcd States o[ America {~r the State of Florida: or (gl Thc Issuer shall default in thc duc and punctual paymcn! or performance t)f c()','enanls under any obligation for thc [').tl)'lllcHt of lllOl'lCV to 11112 Bank. Section 5.02 Effect of Event of l)cfault. (al General. Llpor~tlleoccurrcnceofany lZvcntofDclhult, subject to the provisions of the Note Resolution, the Bank shall have and may exercise any or all of thc rights set forth herein (which rights arc in addition to and not in lieu of any other rights the Bank nlav have under applicable luw) provided, however, thc Bank shall bc under no duty or obligation to do so. th) Acceleration; Other Remedies. Immediately and without notice, upon the occurrence of any l-~vent of Default, the Bank may declare all obligations of tilt' Issuer under thc Loan Documcp. ts to bc imlr~cdiatcly duc and payuble without further action oi' any kind and upon such declaration thc Notes and the interest accrued thereon shall become immediately duc and payaP~Ic. Upon such declaration, thc flank may also seek enforcement o1' and exercise all remedies availat-,Ic 1o it under thc Nolo [,~,csoltllioi'~. Iht Act alld ally (')[Itel' applicable law. :\RTICLI~ VII 5IISCEIA~ANEOt~S Section6.01 NoWaivcr;Cu:nulativeRcrncdies. No failure or delay on thc part of thc Bank in exercising any right, power, remedy hereunder, or under thc Note or other I.oan 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, poxver or remedy preclude any outer or l'ur~her exercise lhcrc~f, or ~l~c exercise of any oO~cr ri~h~, p~wcr or remedy hereunder or thcruundur. Thc rumcclics herein and therein provided are cumulativu and not uxclusive of any remedies provided by law or in Ucluity. Section 6.02 Amendments. Changes or Modifications to the Agreement. This Agreement shall not he amended, changed or modil'icd without thc prior written consent of thc Notcholctcrs and thc Issuer. Thc Issuer agrees to pay all of thc ~ank's ct>sis and reasonable attorneys' l'c'cs incurred in modifying and/or amending this Agreement at the Issuer's request or behest. Section6.03 Counterparts. This Agreement may De executed in any numt'~er of c,)untcrparts, each of which, when so executed :md delivered, shall be an original: but such counterparts shall together constitute bt~l olle a~ld the same Agreement, :And, in making prot>f of this Agreement, il shall not I~c necessary to produce or accounl for more than one such counterpart. Section 6.04 $cverabilit.v. If any clause, provision or section (>l'this ,,\grccmcnt shall Dc held illegal or invalid by any court, the invalidity of such clause, provision or section shall not al'l~ct any other provisions or sections hereof, and this Agreement shall be construed and cnlk)rccd lo thc end that thc transactions contemplated hereby be effected and the otMigations contemplated hereby }~c enforced, as if such illegal or invulid clause, provisic)n or section had n()t been c(mlai~cd herein. ,%ection 6.05 Term of Agreement. lLxcept its other\vise specitSed in this Agreement, this Agrecn'~cr~t a~ld ;.ill rcprcsenlations, 'vx.'arra~ltics, covenants a~ld agrccmctlts col'~taillcd hcrcit't or made in writing by the Issuer in connection herewith shall be in full force and effect from thc date hereof and shall ctmtinuc in effect until as long as tile Note is outstanding. ~qection 6.06 Notices. All notices, requests, demands and other cOmnlunicatiorts which arc required or may bc given under this Agreement shall be in writing and shall be deemed to have been duly given xvhcn received if personally delivered: when transmitted if transmitted by tclccopy, electronic telephone linc facsimile transmission or other similar electronic or digital transmission method (provided customary evidence of receipt is obtained); thc day after it is sent, if sent by overnight common carrier service: and fqvc days allot it is sent, if mailed, ccrtilqed mail, 16t 4 rctnrn receipt requested, postage prepaid. In each case notice shall bc sent to: If Io the Issuer: Collier County, Florida 3301 Tamiami Trail East Naples, Florida 34112 Attn.: County Attorney If to thc Bank: NationsBank, N.A. Commercial Banking 4501 North Tamiami Trail Suite 400 Naples, Florida 34103 or to such other address as either party may have specified in wriling to tile other using tile procedures specified above in this Section 6.06. Section 6.07 Applicable Law. This Agreement, and cachoftht l.oan Documents and transactions contemplated herein, shall l~c construed pursuant to and governed by thc substantive laws ()f thc State of Florida. Section6.08 Binding Effect; Assignment. This Agreement shall hc binding upon and inurc to thc bcncfit of thc succcssors in interest and pcrmitlcd assigns of thc pm'tics. Thc Issuer shall have no rights to assign any of their rights or obligations hereunder without ~l~c prior wriucn consent of thc Bank. Section6.09 Conflict. In thc event any conflict arises between thc terms of this Agreement and tile terms of any other l.oan Document, tile terms of this Agreement shall govern in all instances of such conflict. Section 6.10 No Third Party Beneficiaries. It is thc intent and agreement of tile parties hereto lha! this Agrccmcm is solely for tile bencl]t of thc parties hereto and no person not a party hereto shall have any rights or privileges hereunder. Section 6.11 Attorneys Fees. To tile extent legally permissible, thc Issuer and thc Bank agree that in any suit, action tlr proceeding brought in connection with this Agreement, the Notes, or thc Note Resolution (including any appeal(s)), tile prevailing party shall be entitled to recover costs and attorneys' fees from thc other party. Section 6.12 Entire Agreement. Except as othcrwist: expressly provided, tMs Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. In furtherance of and not in limitation of tile foregoing, that certain Request for Proposals dated March 4, 1999 and the response thcrcm of thc Bank arc hereby superseded to the extent any provision of this Agreement. thc Notes. or thc Note Resolution conllicts with a provision of said documents. ?;ection6.13 I:urther Assurances. Thc parties to this ,,\!~rcen~cnt v:ill execute :md deliver, or cause I~ be cxcculcd and delivered, such additional or further d~)cumcnts, agrccmenls of instru~tcllts and shall c¢~opcratc with one anod~cr in all respects !'or thc purpose of oul thc Ncctioti (~. 14 Intel'potation by l?,cfcrc~lct.'. ,,\Il of the forms and obligalions of thc Note Resolution arc hcrel'~x' incorporated herein t~x' reft:fence as il' sltid N~e ltcsolutioll xv'as l'ullv set forth in lhis Agreement. Scctio~6.15 (.'ost$ and lZxpcnses. Thc Issuer agrees lo pay all i-casot~ahlc costs and expenses incurred by thc flank in coll~lcctit~ll with thc preparation, execution alld delivery of this ,,Xgrccn~cnt, thc Note and thc l.oan and ai~y other docun~c~ls thai n~ay bc p~'cparcd or delivered in c<mncction with this Agreement, including xvitl~out limitation thc rcasonnblc fees and out of pocket may he required in connuctitm xvilh lhe opinion,s rufL'rretl to in %co,ion 5.02(c) Ib~' ,.XdvallCC5 otl~ur than 1110 first ,,Xdvancc. .<,eclion 6.10 ~\rbitration. ,,\nv controversy or claim between thc pal'l~cs hereto includit~g t~ut riel limited to those arising out of or relating to this Agrccmcnl or any related instruments, agreements or documents, including any claim t~ascd on or arising l'ro:~ an alleged tort. shall be determined by binding arbitration in accordance with the Federal ,.Xrbitration /\ct (et' if not applicable, tl~c applicable stats taw). thc Rules of Pt'acticc and Procedure for thc ,,Xrbitr',ttion ('ommcrcial l)isputcs ~f Judicial ~Xrhitration alltl Mediation Services, Inc. (J.,,X.N.I.S.). alld thc "Special Rules" set l'ord~ bclo~v. In thc event of any inconsistency, tl~c Special Rules shall Judgment upon any arbitrntion axvard may bc entered in any court having jurisdiction, tiithcr party to this tXgrcc~cnt n~ay bring an action, including a summary o~' expedited pr~>cccding, compel arbitralion of any controversy or claii~ to which this Agreement applies in any court having jurisdiction over such action. (a}Npccialle, ulcs. Thcarbitrad~nshallhcconductcd inthc(2t)llicrC~ounty, lqoridaand administered by lindisputc. Inc., d/t~/a .l.,,X.Nl.S./tindispute who will appoint an arbitrau~': if J..,X.M.S./fim~dist~utc is tinablc or Ic~gally pm'ccluclcd from administcri~g tl~c arbitration, thc'n thc ,,Xmcrican Arbitration :Xssociatitm will scrx'c'. ,.XIl arbitration hearings will he con~incnccd xvitlain 90 days t)l' Ibc clcnland for arbitration: further, thc arbitrator stlall o~lly, upon a she\ring t~I' cause. he permiltcd u~ extent thc commencement of such hearing for up to an additional 60 days. (b) t{cscrvatitm of Rights. Nothing in tl~is Agreement shall be deemed to (i) [itnit ttlc applicability of any otherwise applicalnlc statutc's of limitation or repose and any waivers conutined in this .~grccmcnt; or (ii) be a waiver by thc Bank of thc protection afforded to it by 12 ti.S.C. Sec. 91 or any substantially equivalent state laxv. or (iii') obtain from a court provisional or ancillary remedies such as (but not lin~itcd to) injunctive relief or ll~c appointment ora receiver. Thc l~ank may obtain such provisional or ancillary remedies before, during or after the pendency of anv arbitralion proceeding brought pursuant to this Agreement. Ncitl~cr thc institution or maintenance of an action for ancillary remedies st~all conslitutc a waiver of thc right of any party 10 16t 4 to arbitrate the merits of the controversy or claim occasioning resort to such remedies. No provision in the Loan Documents regarding submission to jurisdiction and/or venue in court is attended to be or shall be construed to be itl derogation of tile provisions of any Loan Document for arbitration of any controversy or claim. 11 16C 4 IN WITN[:,SS WHEREOF, thc parties have executed this Agreement to bc cft'cctivc btttwccn them as of thc Date of IZxecution set t'orth below. COLLIER COUNTY. FLORIDA (SEAL) ATTEST: Dwight E. Brock. Clerk By: Title: Chairman, Board of County Commission Deputy Clerk NATIONSBANK, N.A. Title: Vice President ¢;:\14184',t,3',l.oim Agrct'n~.'m~21 ~pd 1 2 LOAN AGREEMENT This LOAN AGREEMENT (the "Agreement") is made and entered into as of June 9, 1999, by and between the Collier County, Florida, a political subdivision of the State of Florida, and its successors and assigns (the "Issuer"), and NationsBank, N.A., a national banking association, and its successors and assigns as holder(s) of the hereinafter defined Note(s) (the "Bank"); WHEREAS, the Board of County Commissioners of the Issuer did, on June 8, 1999, adopt Resolution No. 99-'~5e(the "Note Resolution") authorizing, among other things the issuance of Promissory Notes of the Issuer in the aggregate principal amount not to exceed $10,000,000 (collectively, the "Notes") for the purpose of financing certain of the Costs of the Project (as defined in the Note Resolution); and WttEREAS, the Bank is willing to enter into this Agreement with tile Issuer to provide the financing for the Costs of the Project; and WttEREAS, tile Issuer hereby determines that it is desirable and in the best interest of tile Issuer to enter into this Agreement whereby the Issuer will borrow funds from the Bank for the purpose of financing the Costs of the Project (the "Loans") and to evidence the repayment of such Loans by the issuance and delivery of the Notes to 'the Bank in the aggregate principal amount of the Loans; and WHEREAS, the Notes shall be issued pursuant to the terms and provisions of the Note Resolution and this Agreement; and WItEREAS, the execution and delivery of this Agreement have been duly' authorized by the Note Resolution. NO\V, TItEREFORE, the parties hereto, intending to be egally bound hereby and in consideration of the mutua! covenants hereinafter contained, DO ttEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS Section 1.01 Definitions. The words and terms used in this Agreement shall have the meanings as set forth in the Note Resolution and in the recitals above, unless otherwise defined herein. Unless the context shall otherwise require, the following words and trams as used in this Agreement shall have the following meanings: "Advance" means a borrowing of money under a Note, pursuant to Section 5.04 hereof. "Agreement" shall mean this Loan Agreement and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. 1.6 4 "Event of Default" shall mean an event of default specified in Article V of this Agreement. "I~oan" shall mcan the outstanding principal amount of the Note issued hereunder. "Loan Doculnents" shall mcan this Agreement, the Noles, the Note Resolution, and alt other documents, agreements, certificates, schedules, notes, statements, and opinions, however described, referenced l.terein or executed or delivered pursuant t.tereto or in connection with or arising with tile Loans or the transaction contemplated by this Agreement. "Noteholder" shall mean the Bank as the holder of the Notes, or any other registered holder of the Notes. Section 1.02 Interpretation, Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. Section 1.03 Titles and.lteadings. The titles and headings of the articles and sections of this Agreement have been inserted for convenience'of reference only and ar,' not to be considered a part hereof, shall not in any way modify or restrict any of tile 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 tide Note Resolution, tide Issuer represents and warrants to the Bank that: Section 2.01 Pov,'ers of issuer. The Issuer is a political subdivision duly organized and validly existing as a county under the laws of the State of Florida. The Issuer has the power to borrow the amount provided for in tt.tis Agreement, to execute and deliver the Notes and this Agreement, to secure the Notes in the manner contemplated hereby and by the Note Resolution, and to perform and observe all the terms and conditions of tile Notes and this Agreement on its part to be performed and observed. The Issuer is or will be within the time required by law empowered to commence and prosecute the Project and the Issuer may lawfully issue the Notes in order to finance the Cost of the Project. Section 2.02 Authorization of Loan. Thc Issuer has had or ,,','ill have, 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 Notes to the Bank, and to carry out and consummate all other transactions contemplated by the Loan Documents, and the Issuer has complied and ,,','ill 1.6C comply with alt provisions of applicable law in all material matters relating to such transactions. The Issuer, by the Note P, esolution, 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 Notes to the Bank provided for in this Agreement and to that end the Issuer warrants that it ',,,'ill 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 Notes. The Issuer has duly adopted the Note Resolution and authorized the execution, delivery, and performance of the Notes and the Loan Agreement and the taking of any and all other such action as may be required on the part of tile lssuer to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Notes have been duly authorized, executed, issued and delivered to tire Bank and constitute legal, valid and binding obligations of tire Issuer enforceable in accordance with their terms and tile terms of the Note Resolution, and are 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 Notes 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 st) made are in full force and effect. Section 2.03 Agreements. Thc making and performing bv tile Issuer ,~f this ,.Xgrccnlcnt will not vi()lzne any provision of the Act, or any bond or note rcsoluti~m {~l thc Issuer, or regulati~m, {)rdcr or decree of any court, and will not result in a breach {~f' any {,f thc terms {~f any agreement or instrument to which the Issuer is a party or by which the Issuer is bound. Thc Documents constitute legal, valid and binding obligations of the Issuer enforceable in with their respective terms. Sectitqn2.0-1 Litigation. Etc. There arc nnacti~,ns(~r prt~cccdings pending against thc Issuer or affecting thc 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 thc validity ()f this Agreement, the Notes 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 Financial. Information, The financial information regarding the Issuer furnished to the Bank by the Issuer in connection with the Loan is complete and accurate, and there has been no material and adverse change in tile financial condition of tile Issuer from that presented in such information. The Issuer shall annually, within 180 days after the end {>f each fiscal year of tile Issuer, provide tile Bank with such financial intkwmation as shall be necessary to enable the Bank to determine the alnount of and expenditures of Park Impact Fees and Non Ad Valorem P, evcnucs with respect to such fiscal year. Section 2.{.)6 Pledge of Funds. The Notes shall be secured by and thc Issuer has in tile Note Resolution granted to the Noteholder a pledge of the Pledged P, evcnucs. The Issuer hereby ratifies and affirms that the Notes arc issued subject to any and all provisions of the Note Resolution. ARTICLE 111 COVENANTS OF THE ISSUER Section3.01 Affirmative_._Covenants. Subject to the Note Resolution, tile Issuer covenants, for so long as any of the principal amount of or interest on thc Notes is outstanding and unpaid or any duty or obligation of the Issuer hereunder or uxldcr any of tile other Ix)an l)ocumcnts remains unpaid or unperformed, as follows: tn) Payment. The Issuer covenants that it shall duly and punctually paytl~eprincip:d of the Notes and the interest thereon at the dates and place and in tile manner prorided herein, in the Note Resolution and in tile Notes according tel tile true intent and me;~ning thereof. (bi Usc of i'rocccds. The Issuer covenants that the proceeds from the Notes will be used only fl)r Costs of Iht Project. (c) Notice of Defaults. Thc Issuer 9, hall within ten (10)days after it acquires knowledge hereof, notify the Bank in writing upon the happening, occurrence, (~r existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, tlr both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the Issuer of all relevant facts and the action being taken or proposed to be taken by thc Issuer with respect thereto. (d) 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 duc and owing ['rtml thc Issuer to the Bank under the Loan l)ocuments have been paid in full. (e) Records. Thc lssucr agrees that an5' and all records of thc Issuer with respect t~ the Project and/or tile Ix)an Documents shall be open to inspection by the [lank (~r its representatives at all reasonable times at the ofl~ccs thc Issuer. (fi Year 2000 Compliance. Thc Issuer will promptly notify thc Bank in the event thc Issuer discovers or determines thal any computer application (including those of irs suppliers and vendors) that is material to its ability repay the Notes will not be Year 2tX)0 compliant on a timely basis. The Issuer reasonably believes that all computer applications (including those of its suppliers and vendors) lhat arc material to its ability to pay principal of an interest on thc N{~tcs will rma timely basis be able to perform properly date-sensitive functions for all dates before after Janu:trv 1, 2000. Section 3.02 Ncgative_Co.x/enants. The Issuer covenants, for so long as any of tile 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 thc authority thereby or hereby given with respect to tile issuance and payment of the Notes, without prior written approval of the Noteholder. (b) The Issuer shall not pledge or encumber tile Pledged Revenues except pursuant to the Note Resolution. Section 3.03 Incorporation of. Note.Resolution. All representations, covcnams and warranties of the Issuer contained in the Note Resolution are incorporated herein by reference to the same extent as if set forth verbatim herein and constitute part of this Agreement. ARTICLE IV TIlE IX)AN; ISSUER'S OBIAGATION; I)ESCIIlPTION AND PAYMENT TEP. MS; OIrI'IONAL I'REPAYMENT; ADVANCES Sectional.01 TheLoan, The Bank hereby agrees to Ioantottlelssuertheamount of up to $10,000,000 to bc evidenced by one or more Notes, in each case 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 repay the principal amount borrowed plus interest thereon, upon tile terms and conditions set forth in the Loan Documents. Section 4.02. Rcquisitions.for. Advances:Dthcr.Conditions. (a) The Issuer may borrow from time to time up to $10,000,000 represented by Notes by requesting Adwmces hereunder, provided that amounts borrowed may be repaid but may not be reborrowed, and provided further that no Advance ,,viii be made after June 9, 2004. Thc Issuer may not request more than one Advance in any month and no Advance may be for less than $100,000. (b) The [½ank shall not be obligated to Advance any funds units:; (i) no Ir. vent of Dcthult has occurred and is continuing; and (ii) tile Issuer delivers to tile Bank a ,,vriucn request for such Advance, executed by the Chairman, indicating the amount of the Advance requested, tile date on v:llich such Advance is to be made (which shall be not less than five (5) and not more tllan ten (10) Business Days after tile date such request is received by the Bank), stating that the representations and warranties of the Issuer contained herein are true and correct as of such date, stating the Maturity Date and v,,hether the Note is anticipated to be a "qualified tax-exempt obligation" withir~ the meaning of Section 265(b)(3) of the Code and the further conditions set forth in (c), below, shall have been satisfied. Unless a Note has a Maturity Date not later than June 9, 2004, the Note shall not be issued, nor shall tile Bank have any obligation to make the related Advance, unless 5 tile opinion of Bond Counsel referred to in (c)(ii) below shall state that Park hnpact Fees may lawfully be used to pay all of tile principal and interest on such Note, unless the Bank in its discretion should agree otherwise. (c) On the date of any Advance. ill addition to all other items required hereby, by tile Note P, esolution or by tile Note, on the date of any Advance, the Issuer shall deliver to the l:hmk the following: (i) the written opinion of tile County Attorney to the Issuer, itl form and substance reasonably satisfactory to tile Bank, to the effect that (a) the Note Resolution, this Loan Agreement and the Note are duly authorized, executed and delivered by tile Issuer, remain in full force and effect, and constitute the valid and binding obligations of the Issuer enforceable in accordance with their terms; (b) the rnaking of the Advance and the execution and delivery by the lssucr of the Note related thereto do not result in a violation of any provision of any of the Loan 13ocuments; and (c) to the best knowledge of the County Attorney, no Event of Default or event which with the passage of time or tile giving of notice, or both, would constitute an Event of Default exists; and (ii) an opinion of Bond Counsel acceptable to tile Bank. in fl)rm and substance acceptable to tile Bank. to tile effect that the interest on tile Note related to such Advance is excludable from tile gross income of tile Bank for federal income tax purposes, the Note and the interest thereon is exempt from all intangible personal property taxes and excise taxes on documents imposed by the State of Florida. if the Note is a "qualified tax- exempt obligation" within tile meaning of Section 265(b)(3) of the Code so stating, and. if the Note has a Maturity Date later than June 9, 2(')04, stating whether Park Impact Fees may lawfully be used to pay debt service on such Note; and (iii) such other instruments, docun'~ents and certificates as tile Bank may reasonably request in order to demonstrate that tilt Advance is being made in accordance with the terms hereof and applicable law. Section 4.03. Initial Advance. The Bank and the Issuer agree that on June 9, 1999 thc Issuer shall issue, and the Bank shall purchase with an Advance in tile amount t)f $4,275,000.00. tile Issuer's 54,275,000.00 Promissory Note (North Naples Community Park Project - 1999) (thc "1999 Note"). The 1999 Note shall have the Five Year Maturity Date and shall bear intercstat the rate of 5.80% per annum (the Five Year Non-BQ Ra~e). Section 5.01 Genera[. this Agreement if: ARTICLE V EVENTS OF I)EFAULT Alt "Event of Default" shall be deemed to have occurred under (a) The Issuer shall fail to make any payment of thc principal of or tile interest on thc l.oan within fifteen (15) days after the same shall become clue and payable, whether by maturity, by acceleration at Lhe discretion of the Bank as provided for in Section 5.02, or otherwise: or (b) the Issuer shall default in the performance of or compliance with any term or covenant contained itl the I.oan Documents, other than a term or covenant a default performance of which or noncompliance with which is elsewhere specifically dealt with, which default or non-compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to tile Issuer by the Bank; or (ii) tile BaTik is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.01(c) of this Agreement, whichever is earlier; or (c) any representation or warranty made in writing by or on behalf of the Issuer itl any Loan Document shall prove to llave been false or incorrect in any material respect on the date made or reaffirmed; or (d) The Issuer admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assigninent for the benefit of its creditors or consents to tile appointment of a receiver or trustee for itself; or (e) The Issuer is adjudged insolvent t:;y 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 (late of entry thereof; or (f) The Issuer shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of tile United States of America or the State of Florida; or (g) The Issuer shall default in tile due and punctual payment or performance of covenants under any obligation for the payment of money to the Bank. Section 5.02 Effect of Event of Default. (a) General. Upon the occurrence of any [ivcnt of I)cfault, subject to thc provisions of the Note Resolution, the Bank shall have and may exercise any or all of the rights set forth herein (which rights are in addition to and not in lieu of any other rights the Bank may bare under applicable law) provided, however, the Bank shall be under no duty or obligation to do so. (h) Accelcration;_.Other_Remedies. Irnmediately and without notice, upon tile occurrence of any Event of Default, the Bank 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 Notes and the interest accrued thereon shall become immediately due and payable. Upon such declaration, tile Bank may also seek enR~rcclnent of and exercise all remedies available to it under tile Note Resolution, the Act and any other applicable law. ARTICI,E Vll MISCELLANEOUS Section 6.01 No_Waiver: Cumulatiwc Remedies. No failure or delay on thc parl of the Bank in exercising any right, power, remedy hereunder, or under tile Note or other l,oan Documents shall operate as a waiver of tile 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 thc exercise of any other right, power or remedy herctmdcr or thereunder. The remedies herein and therein provided arc cumulative and not exclusive of any remedies provided by law or in equity. Section 6.02 Amendments, Changes.or Modifications to thc Agreement. This Agreement shall not be amended, changed or modified without the prior written consent of the Notcholdcrs and 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 tile Issuer's request or behest. Section 6.03 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, ill making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 6.04 Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, thc invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and tile obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not bccn contained herein. Section 6.05 Term_of Agreement. Except as otherwise specified in this ,,\grccmcnt, this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by tile Issuer in connection herewith shall be in full force and effect from the date hereof and shall continue in effect until as long as the Note is outstanding. Section 6.06 Notices. All notices, rcqucsts, 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 whert 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, 160 return receipt requesled, postage prepaid. In each case notice stlall be sent to: If to tile Issuer: Collier County, Florida 3301 Tamianli Trail East Naples, Florida 34112 Attn.: County Attorney If to tile Bank: NationsBank, N.A. Commercial Banking 4501 North Tamiami Trail Suite 400 Naples, Florida 34103 or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 6.06. Section 6.07 Applicable_Law. This Agreement, and each of the l.oan Documents and transactions contemplated herein, shall be construed pursuam to and governed by the substantive laws of the State of Florida. Section 6.08 Binding Effect; Assigmnent} 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 without tile prior written consent of the Bank. Section 6.09 Conflict. In the event any conflict arises between tile terms of this Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern in all instances of such conflict. Section 6.10 NoJi'hird. Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder. Section 6.11 Attorneys Fees. To the extent legally permissible, tile Issuer and thc Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Notes, or tile Note Resolution (including any appeal(s)), tile prevailing party shall be entitled to recover costs and attorneys' fees from tile other party. Section 6.12 Entire Agreement. Except as otherxvise expressly provided, this Agreement and the other Loan Documents embody tile entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. In furtherance of and not in limitation of the foregoing, that certain Request for Proposals dated March 4, 1999 and the response thereto of the Bank are hereby superseded to tile extent any provision of this Agreement, the Notes, or the Note Resolution conflicts with a provision of said documents. Section 6.13 Fui'ther.AssuraI~ccs. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreemep, ts or instruments and shall cooperate with one another itl all respects for thc purpose of out the transactions contemplated by this Agreement. Section 6.14 Incorporation by Reference. All of thc terms and obligations of thc Note l¢,esolution are hereby incorporated herein by reference as if said Note Resolution was fully set forth in this Agreement. Section 6.15 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 l,oan and any other documents that may bc prepared or delivered in cormcction with this Agreement, including without limitation the reasonable fees and out of pocket expenses of the Bank's attorneys with respect thereto, such attorrteys fee.'; to be in a total amount of $I0,000.00 in connection with the first Advance. Tim Issuer shall pay any attorrmys fees as may be required itl connection with the opinions referred to in Section 5.02(c) for Advances other than the first Advance. Section 6.16 Arbitration. An,,,, controversy or claim between thc parties hereto including but not limited to those arising out of or relating to this Agreement tlr any related instruments, agreements or documents, including any claim bas}2d on or arising from an alleged tort, shall be determined by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state law), the Rules of Practice and Procedure for thc Arbitration of Commercial Disputes of Judicial Arbitration and Mediation Services, Inc. (j.A.M.S.), and the "Special R. ulcs" set forth belov,'. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be cnlercd ill any court having jurisdiction. IEilhcr party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this Agreement applies in any court having jurisdiction over such action. Ca) Special l,',ulcs. Thc arbitration shall beconductcd in the Collier (7ounty, }florid:land administered by I:,ndispute, Inc., d/b/a J.A.M.S./Endispute who will appoint an arhitrntor: if J./\.M.S./Endispute is unable or legally precluded from administering thc arbitration, then thc American Arbitration Association will serve. Alt arbitration hearings will be commenced within 90 clays of tile demand for arbitration; further, tile arbitrator shall only, upon a showing of cause, be permitted to extent the commencement of such hearing for up to an additional 60 days. Cb) Reservation of Rights. Nothing inthis Agreement shall be deemed to (i) limit thc applicability of ally otherwise applicable statutes of limitation or repose and any waivers contained in this Agreement; or (ii) be a waiver by thc Bank of tile protection afforded to it t'~y 12 1. J.S.C. Sec. 91 or any substantially equivalent state law, or (iii) obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief or thc appointment of a receiver. The Bank may obtain such provisional or ancillary remedies before, during or after the pendency of arty arbitration proceeding brought pursuant to this Agreement. Neither the institution or rnaintenarme of an action for ancillary remedies shall constitute a waiver of the right of any party I0 to arbitrate the merits of the controversy or claim occasioning resort to such remedies. No provision in the Loan Documents regarding submission to jurisdiction anti/or venue in court is attended to be or shall be construed to be in derogation of the provisions of any Loan Document for arbitration of any controversy or claim. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the Date of Execution set forth below. (SEAL) CO~UNTY, FLORIDA NATIONSBANK, N.A. By: Title: Vice President 11 June 9, 1999 $4,275.000 COLI.IER COUNTY, FI. ORIDA PROMISSORY NO'rE (North Naples Community Park Project - 1999) KNOW ALL MEN BY THESE PRESENTS that Collier County, Florida (the "Issuer"), a political subdivision of the State of Florida created and existing pursuant to the Constitution and the laws of the State of Florida, 'for value'received, promises to pay from the sources hereinafter provided, to the order of NationsBank,~ N.A. or registered assigns (hereinafter, the "Owner"), the principal sum of 3,4,275,000.together with interest on the principal balance outstanding at the rate per annum of 5.80% (subject to adjustment as hereinafter provided) based upon a year of 360 days for the actual number of days elapsed. Principal of and interest on this Note :Irc payable in lawful money of thc United States of America at such place as the Owner may designate to the Issuer. Installments of principal and interest on this Note shall be payable in ten equal installments of ,$499,730.13 each, due on each June 9 and l)ecember 9, commencing I)ccember 9. 1999, to and including June 9, 2(K)4 (the "Maturity Date"). The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be Glue and payable in full on the Maturity Date. All payments by the Issuer pursuant to this Note shall apply first ti) accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the principal sum duc. As used in this Note, (I) "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto; (2) "l)etermination of Taxability" shall mean interest on this Note is determined or declared to be includable in the gross income of the Owner for federal income tax purposes under the Code by reason of legislation, judgrnent of a court of competent jurisdiction or a final ruling or regulation of the Internal Revenue Service. Upon the occurrence of a Determination of Taxability. the interest ram on this Note shall be adjusted to a rate equal to 154% of the interest rate otherwise borne hereby (the "Adjusted Interest Rate") calculated on the basis of a 360-day year for the actual number of days elapsed, as of and from the date such determination would be applicable with respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the next interest payment date hereon pay to the Owner, or any former Owner, as may be appropriately allocated, an amount equal to the sum of (1) the difference between CA) the total interest that would have accrued on this Note at the Adjusted lnterest Rate from the Accrual Date to the date of the Determiru~tion of Taxability, and CB) the actual interest paid by the Issuer on this Note from the Accrual Date to the date of Determination of Taxability, and (2) any interest and penalties required to be paid as a result of any additional State of Florida and federal income taxes imposed upon such Owner anti/or former Owner arising as a result of such Determimation of Taxability; and (ii) from and after the Determination of Taxability, this Note shall continue to bear interest at tile Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as the federal statute of limitations under which the interest on ti'tis Note could be declared taxable under the Code shall have,expired. ., , The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time. There'shall be no prepayment premium or penalty. Prepayments of principal shall be:,appl!ed to the scheduled installments. '; ~':,..-.;l'~- {' -- :--,}.,-,~.:, , . , .... , -. · . ~', - '.'.., ', ' '.. ': ',,' Upon the occurrence of an Event of Default (as defined in the I.,oan Agreement) (as defined in the Resolution) then the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, tile Issuer shall also be obligated to pa9 (but only from the Pledged Revenues) as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic stay. Interest at ti~e lesser of 12% per annum or the maximum lawful rate [')er annum shall Ix: payable on tile entire principal balance owing hereunder from and after tile occurrence of and during tile continuation of a default described in tile preceding paragraph, irrespective of a declaration of maturity. 'File Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. TillS NOTE AND THE INTEREST ttEREON DOES NOT AND StlALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BtrI' St-tAI,L BE PAYABLE SOLELY FROM TttE MONEYS AND SOUP, CES Pi,EDGED TtIEREFOR. NEITttER'FttE FAITH AND CREI)IT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER. Tile STATE OF FLORIDA OR ANY POIYI'ICAL SUBDIVISION THEREOF IS PI,EDGED TO TItE PAYNIENT OF 'FILE PRINCIPAL OF OR INTEREST ON Tills NOTE OR OTIIER COSTS INCIDENTAL tIERETO. This Note is issued pursuant to a Resolution duly adopted by the Issuer on June 8, 1999, as from time to time amended and supplemented (herein referred to as the "Resolution"). and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution are by this reference thereto incorporated herein as a part of this Note. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Note is payable solely from and is secured by a lien upon and pledge of tim "Pledged 2 Revenues" as described in thc Rcsdution. Notwid~standing any other provision of d~s No~c~ ~c Issuer is not and shall not be liable for the payment of the principal of and interest on this Note or otherwise monetarily liable in connection herewith from any property other tha~ thc Pledged Revenues. : This Note may be exchanged or.transferred by tile (-)wner hereof but only upon the registrar!on b, ooks maintained by the Issuer,and in the manner provided in die Resolution. · -. i :: ........ ~ ...... ,;, - ;' · ~i .... ;t' -,ii'" ' '" '' ' '' '' i .~ '' '' : .... II ', ..... '!" ii!', 'i' "; "It is her?by]certified, recited and declared that ail acts, conditions and prerequisites required x',, '.:" !! ].;}. to exist, happen and be performed precedent to'and in the execution,! delivery and the issuance of this ',;" . ;::":.:i Note do exist', have happened and have been performed in due time, form and manner as required ~ .:. ,.~.,.:'.:, by.law, and that the issuance of this Note is in full compliance.with and does not exceed or violate ,1 , ; ;' any constit,utional or statutory limita, tion.'i' .", :., IN WITNESS WHEREOF, Collier County, Florida has caused this Note to be executed in i its name by the manual signature of its Chairman and attested by the manual signature of its Clerk, and its seal to be impressed hereon, all this 9th clay of June, 1999. [SEAL] 2,,.~ ~tte~,.,~ ~"~1~' ' ~ Collier County. FlorMa ..... , .... ~ - "., ' .' : ,,. ., (Fom~ for Transf r) . .. '.... ;. , FOR VALUE; RECEIVED," thelundersigned hereby sells, assigns and transfers unto ,i ' ' '-: ..... (Tax Identification or Social Security No.__) the. within Note and all rights :i"~!'':I',I.'.':.'I''7' thereunder, and hereby irrevocably'constitutes and appoints attorney to ~ l. I':'; ',~.'' transfer the within.Note on the books for registration thereof,:with full power of substitution in the , ' ';-'.': ~ ! ?::.: ~ ', .-- :' '.i~.":..":ti:": i!-:~l.~' ii-;ii..~'-:~:-..--'.~:~"':~,7 : :-"::.7 ".'. ' :' .' ~' . .', I. i~ .... :;;--l~.prermses ..... ~ .....it-..t~-,-ll.,,,,.,~-.-~: .... i{'->~"il--'.;1 ...... ) ....t 'Il'" I ": '" !: ' ' ' _ I. ': ; , .; I t~,"?,'!l:h',';:: . :~ .... ~ ::,ti-...*.l~.-','7;ll';';:l~,,.'T','..li;;~,,t~.'T;::~t~'7',.~: ,:;~7,:':i~:7: ~,..":,:': .:" :~.,'' .';., .,, ~. , ......... , ..... t .... *-.:.!i--.I-.... ~'1 ........... t,~ , .... t$ ........... ~ .......... 1' ' , · ! ,,,. ~t II ..... .t~ ...... I..~l .... ,,,.,,1t .... [~ ..... }1 ..~.,., .... ,,,..i., ..., .., .. ..... ,. ,,. I !1 ..... I- 't ....11:'-~l-_' .,'-'I -'~,1':..-.'ii,-'.,,12"'7.,I ~.'"i :~:, ..'z:t[.. t .... ! .....--..; ....I ................... 11' .~kill'--' ',. .... , . : , ~._.'.;, _..~ ~ ....... t ', ~ . ' - .- ' - ' · ,: · ' . ~I- . ~ ....... ,z --- ated, . , ........... 1,..,... ..... t'* .... · :' ' ........ ~t .,.. ,1{..:P .~ ., ,,,.,,,ll~,. it ,, ,,~~.,..~., ~l ._. ~ ~ . _lt.. , , .. , .... '[,,r.'.~ ~.'-"--.- "--! ' · ' ','";. 1.'t} .... Ct----If ..... i,. -, ' 'it ..... t: .... , ...... !j .-t*-.--,! .... :.NOTICE:, The smnature to thTs asstgnment must:.., l, ~,1.~.~2117.'-~i! .Z.':l' :I_ .l ... ';:'-% '1 ';'--,/;12 .... i L25~I,-~.;II'~-' . . . ~' - - .... }! l: .... ; i '-' It'- - i ~ - i ...... , ·. i, ~ -- ~ ,, ,.,., -~.}1 r.:-.: r: correspond wlm the name as ~t appears upon me ': ~ . ~ 2.2' [1:2:':.{ ",'. '. ' ''.. ' '.::}12,,,'~:~:. .L2: 2/25'. , ,.' · -' · 'i I{ ..... ~ ,, ~t ..... , , , *~ ...... ~ ,, .face of. the within Note in eve amculah .... .................. , .. ~, .... :. · I., ! .-.-., :,'" ~.._ , _. ry p . '-. ,: .'r'l:..-.-.,:::;.l,: 7.,1...,..::.-.,~.. ",",7:'l.'~7,[4V:,~'.~7:},G'~kj:i:t,vithout alteration of enlargement or any change!' !!:1 ' ffi 1{..","..'::~, .','. 1. ". ,'...~:...,'-,,.~:. , '., ..... ',,,h~,,,,,,'.. :,-,.." .... ' · ', ' .... I:7-' ':'."!~ .... :'"~';;" ':,' .... ~:)i,'-".::' I)'; "~''.",~)7~ ', , ~,' ,' :::'" ,,',"~ ,, -.', , , '" .~: :,, )~ .... ',.. : , ~ ...... , .... ~... ,. . ~ . ~i In the presence of: ' $4,275,000 COLLIER COUNTY, FI.ORIDA PROMISSORY NOTE (NORT}I NAPLES COMMUNITY PARK PROJI:;CT - i999) GENER~\L CERTiFiCATE .OF .TilE I. SSUER We, ~he undersigned^Chairman, Board of County Commissioners (Ibc "Chairman. Board of County Commissioners") ~nd Clerk (the "C~erk') of the Board oE County Commissioners (the "Governing Body") of Collier County', Florida (the "Issuer"), DO HEREBY CERTIFY as follows' l. We are tim qualified and acting Chairman, Board of County Commissioners and Clerk of thc Issuer. 2. All of the members of the Governing Body 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 bv law. 3. The Chairman, Board of County Commissioners has signed tile above-referenced ~Note (the "Note") and the Loan Agreernent, dated June 9, 1999 (tile "Agreement") between the Issuer and NationsBank. N.A. by his manual signature, and the manual signature appearing on the Note and the Agreement and the manual signature at the end of this certificate are each the true and lawful signature of the Chairman, Board of County Commissioners. 4. The seal of the Issuer was impressed upon the Note and tile Agreement. and attested by the manual or facsimile signature of the Clerk. Such seal and signature appearing on the Note and the Agreement and the manual signature of the Clerk and the impression of tile seal of the Issuer at the end of this certificate constitute the true and lawful seal of the Issuer and tile signature of tile Clerk, respectively. 5. Resolution No. 99-zr>~the "Authorizing I_.e~islation") as certified by the Clerk as of the date hereof has not been modified, amended, altered or repealed in an',' way after its date of adoption, and is now in full force and effect. 6. The Note and the Agreement, as executed and delivered, arc in substantially tile forms approved by the Governing Body' in the Authorizing Legislation. 7. The Issuer has authorized by all necessary action the adoption and duc pertbrmancc of the Authorizing Legislation and tile execution, delivery and due performance of the Note and the Agreement and, to the best of our knowledge, any and ali such other agreements and documents as may be required to be executed, delivered and received by' tile issuer to carry out, give effect to and consmrunate the transactions contemplated by the Authorizing Legislation. 8. No litigation is pending or, to our knowledge, threatened, in or before any agency, court or tribunal, state or federal (i) to restrain or enjoin the issuance, delivery or validity of the Note or the Agreement or (ii) in any way contesting or affecting lhe validity of tile Note or the Agreement or the Authorizing Legislation or lhe application of tile proceeds of tile Note, or the levy or collection or distribution of the amounts pledged to repayment of the Note. or the ptcdge thereof as security for thc Note, or (iii) contesting tile power of the Issuer tlr its authority for the issuance of tile Note or tile adoption of the Authorizing Legislation or (iv) contesting the tax-exempt status of interest on the Note. 9. No litigation is pending or, to our knowledge, threatened, (i) against thc Issuer or involving any of the property, assets or operations under the control of tile 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 thc security provided lbr the Note pursuant to the Authorizing Legislation and thc Agreement. 10. No litigation is pending or, to our knowledge, threatened lo contest tile creation, organization, cxislcnce or corporate powers of the Issuer, or of the Governing Body, or the title to office of its present members, or thc members at any time material to ~:hc issuance of thc Note or thc Agreement, or of any other officer of the Issuer. I I. The execution, delivery, receipt and duc performance of the Note and lhe Agreement under the circumstances contemplated thereby and the Issuer's compliance with tile provisions thereof (i) to the best of our knov,'ledge ',viii not conflict with or constitute on tile Issuer's part a material breach of or a default under any existing State of Florida constitutional provision, law, court or administrative regulation, decree or order or (ii) ,,,,,ill not conflict with or constitute on the Issuer's part a material breach of or a default under any agreement, indenture, bond, note, lease or other instrument to xvhich tile Issuer is subject or by which the Issuer is or may be bound, and to the best of ()ur knowledge no event has occurred and is continuing xvhich with the passage of time or the giving of notice, or both, would constitute a default or event of default under an.,,, such instrument, nor will such execution, delivery, adoption, or compliance result itl thc creation or imposition of any lien. charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of tile Issuer except as provided by the Note, tile Agreement and the ^uthorizing Legislation. 12. Attached hereto as Exhibit A is a specimen of the Note, in registered form, which specimen is identical in all respects to the Note ti'tis date delivered to thc Original Purchaser (as defined in the Authorizing Legislation). 13. The undersigned Chairman, Board of County Commissioners has ri,et, and to the best knowledge of the undersigned no members of the Governing Body have, while meeting together with any other member or members of the Governing Body other than at public meetings of the Governing Body, reached any conclusion as to tile aclions taken by the Governing Body with respect to the Note or the Agreement, the security therefor, or the application of the proceeds therefrom, or any other material matters with respect to tile Note or tile Agreement. 14. The undersigned do not, and to tile best of their knowledge alld belief no member of the Governing Body does, have or hold any employment or contractual relationship with any business entity which is purchasing the Note from the Issuer except as fully and fairly disclosed in compliance with the provisions of Section 112.3143, Florida Statutes. 15. Thc Issuer hereby certifies that the interest rate borne by thc Note docs not exceed the limitations set forth in Section 215.84, Florida Statutes. IN WITNF. SS WItEREOF, we have hereunto set our hands anode.iht official seal of thc Issuer, and have indicated our respective official titles, all as of the)tli day of June, 1999. Signature OfficiatTitl~' ] .t J //"l/ /_ Chairman rd o f ~4~]2 ntykO~rh ik~ i0 ne r s (,M/TEST: Clerk DWIGHT E. BROCK,' CLERK ,:~,. -- beputy 'C]erk Attest ~ to 'C~M ,r~ $' signature onlj. (Official Seal) June 9. 1999 $4.2'75.000 COLLIER COUNTY, FLORIDA PROMISSORY NOTE (North Naples Community Park Project - 1999') KNOW AIA. MEN BY TItESE PRESENTS that Collier County, Florida (the "Issuer"), a political subdivision of the State of Florida created and existing pursuant to the Constitution and thc laws of the State of Florida, for value received, promises to pay from thc sources hcrcinafter provided, to the order of NationsBank, N.A. or registered assigns dmreinafter, the "Owner"), the principal sum of $4,275,000 together with interest on the principal balance outstanding at thc rate per annum of 5.80% (subject to adjustment as hereinafter provided) based upon a year of 360 days for the actual number of days elapsed. Principal of and interest on this Note arc payable in lawful money of the United States of America at such place as the Owner may designate to tile Issuer. Installments of principal and interest on tl~is Note shall be payalalc ira ten equal in~';tallmcnts of,$499,730.13 each, due on each June 9 and December 9, commencing December 9, 1999, to and including June 9. 2004 (the "Maturity Date"). The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. All payments by the Issuer pursuant to this Note shall apply tlrst to accrued interest, then to other charges due thc Oxvner, and the balance thereof shall apply to thc principal sum due. As used in this Note, (1) "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto; (2) "l)etcrmination et Taxability" shall mean interest on this Note is determined or declared to be includable in thc gross income of the Owner for fed'oral income tax purposes under tile Code by reason of legislation, judgment of a court of competent jurisdiction or a final ruling or regulation of the Internal P, evenue Service. Upon thc occurrence of a Determination of Taxability, tile intcr,:st rate on this Note shall be adjusted to a rate equal to 154 % of the interest rate otherwise borne hereby (tile "Adjusted Interest Rate") calculated on the basis of a 360-day 5'car for the actual number of days elapsed, as of and from the date such determination would be applicable with respect to this Note (tile "Accrual Date"); and (i) the Issuer shall on the next interest payment date hereon pay to the Owner, or any former Owner, as may be appropriately allocated, an amount equal to the sum of (1) the difference between (A) the total interest that would have accrued on this Nole at the Adjusted Interest Rate from the Accrual Date to tile date of tile Determination of Taxability, and (B) the actual interest paid by the Issuer on this Note from the Accrual Date to the date of Determination of Taxability, and (2) any interest and penalties required to be paid as a result of any additional State of Florida and federal income taxes 4 imposed upon such Owner and/or former Owner arising as a result of such Dcterminalion of Taxability; and (ii) from and after the Dcterminatiml of Taxahility, this Note shall continue to bear interest at tile Adjusted Interest Rate for thc period such determination conlimics to he applicable with respect to this Note. This adjusunent shall sur¥ivc paymcnt of this Note unlil such time as the federal statute of limitations under which the interest on this Note could be dccta, red taxable under tile Code shall have expired. Thc principal of and interest oil this Nolc may bc prepaid at thc option of thc Issuer in whole or in part at any time. There shall be no prepayment premium or pcrmlty, t'rcp:~ymcnts of principal shall be applied to the scheduled installments of principal hereon in inverse order of maturity. Upon the occurrence of an Event of Dcfautl (as defined in the l.oan Agreemem) (as detlned in the Resolution) then the Owner may declare thc entire debt then remaining unpaid hereunder immediately due and payable; and in any such dehult and acceleration, tile Issuer shall also be obligated to pay (but only from tile Pledged Revenues) as part of tile indebtedness evidenced b)' this Note, all costs of collection and enforcement hereof, including such fees :as may be incurred on appeal or incurred in any proceeding under t~ankruptcy laws as they now or hereafter c×ist, including specifically but without limitation, claims, disputes and proceedings sec'king adequate protection or relief from the automatic stay. Interest at tile lesser of 12% per annum or tile maximum lawful rate per annum stroll be payable on tile entire principal hahmce owing hereunder from and after tile occurrence of and during the continuation of a default described in the preceding paragraph, irrespective of a declaration of maturity. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. 'FillS NOTE ANI) TIlE IN'TF~RF~ST }tEP, EON DOES NOT/',,ND SftALL NOT CONSTITUTF_. A GENERAl_. INDEBTEDNESS OF 'File ISSUER WITHIN TtlF. MEANING ()}: ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SttALI. BE PAYABLE SOLELY FROM TltE MONEYS AND SOURCES PLEDGED TttEREFOR. N}:_.ITItER THE FAITH AND CREI)IT NOP, ANY Al) VALOREM TAXING POWER OF Till'; ISSUER, TIlE STATE OF FLORIDA OR ANY t'OI.ITICA1, SUBDIVISION Ttt[:.RF.O}: IS I'I.F_I.)G[-H)TO TIlE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR (.)TILER COSTS INCIDEN'FAL HERETO. This Note is issued pursuant to a Resolution duly adopted by' tile lssucr on Jul'lc 8. 1999. as from time to time amended and supplemented (herein referred to as the "Resolution"). and is subject to all tile terms and conditions of tilt Resolution. All terms, condititms and provisions of the Resolution are by this reference thereto incorporated tmrcin as a part of this Note. Terms used herein in capitalized form and not otherwise det-med herein stroll have thc meanings ascribed thereto in tile Resolution. TI'tis Note is payable solely from and is secured by a lien UpOll and pledge of tile "Pledged Revenues" as described in tile Resolution. Notwithstanding any other provision of this Note, the Issuer is not and shall not be liable for the payment of Ihe principal of arid interest on this Note or otherwise monetarily liable in connection herewith from any property other than thc Pledged Revenues. This Note may be exchanged or transferred by tile Owner hereof but only upon the registration books maintained by the Issuer and in tile manner provided in tile Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in tile execution, delivery and tile issuance of dlis Note do exist, have happened and have been performed in due time, form and manner as required by law, and ti'mt the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Collier County, Florida [las caused this Note to be executed in its name by file manual signature of its Chairman and attested by the manual signature of its Clerk, and its seal to be impressed hereon, all this 9th day of June, 1999. [SEAL] Attest: Collier County, Florida By: Chairman Clerk (Form for Transfer') FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security No.m_ ) the within Note 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 assignment 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: 4 1VIOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND &; SItEEIIAN, A'Iq'ORNEYS AT LAW 625 North Flagler Drive - 9~' Floor West Palm Beach, Florida 33401-4025 P.O. Box 3888 West Palm Beach, Florida 33402-3888 MARK E, RAYblOND Direct Line: (561) 822-0380 E-mail: mraymond@moylelaw.com Telephone: (561) 659-7500 Facsimile: (561) 659-1789 Other Offices: Tallahassee, FL (850) 681-3828 Palm Beach Gardens, FL (561) 625-6480 June 10, 1999 Division of Bond Finance State Board of Administration P.O. Drawer 13300 Tallahassee, Florida 32317-3300 CERTIFIED. MAiL RETURN RECEIPT_REQUESTED RE' Collier County, Florida, $4,275,000 Promissory Note (North Naples Community Park Project- 1999) Ladies and Gentlemen: Enclosed herewith please find Form BF-2003/2004-B for the above-referenced financing. No disclosure document was used for this financing. If you would like any further information in regard to this matter, please do not hesitate to call. MER/wp Mark E. Raymond STATE OF FLORIDA ~ 6 r~.j 4 ~ DIVISION OF BOND FIN~CE -- LOCAL BOND MONITORING SECTION o This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B foms. Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter !9A-1.003, Florida Administrative Code (F.A.C.)~ Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) as required to be filed with the Division within 120 days, of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1) (c)l, Florida Statutes (F.S.), respectively. Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1) , F.S. Please complete all items applicable to the issuer as provided by the Florida Statutes. PURSU~4T TO SECTION 218.369, F.S., ISSUERS OF BOND ~TICIPATION NOTES t~E EXE"M~T FROM THESE FILING REQUIREMENTS. BF2003 BOND IN-FORF~ATION FORM PART I. ISSUER INFOR~TION 1. NAME OF GOVERNMENTAL UNIT:_Collier County0_Elorida 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER:_3301. East Tamiami Trail, Naples .... Elorida... 34112 3. COUNTY(IES) IN WHICH GOVEPaNMENTAL UNIT HAS JURISDICTION: Collier TYPE OF ISSUER: X. COUNTY ....... INDEPENDENT SPECIAL DISTRICT ..... SPECIFY OTHER CITY AUTHORITY ._ DEPENDENT SPECIAL DISTRICT PART II. BONqD ISSUE INFORMATION 1. NA>:E OF BOND ISSUE: Promissory. Note_ (North Naples Com.,r,~.unity Park Project 1999) 2. AMOUNT iSSUED: S 4,275,000 ..... 3. AMOU;,'T AUTHORIZED:$4,275, 00O 4 DATED DATE: ~-/9/q~ 5 .~,,~L,, DATE: 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Ch. 125 SPECIAL ACTS OTHER 8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESShhE,UT OBLIGATION .X REVENUE . . COP (CERTIFICATE OF PARTICIPATION) . _ BA/qK LOAN/LINE OF CREDIT ~,'~ FEC I AL LEASE - PURCHASE 10. A. IS THiS A PRIVATE ACTIVITY BOND (PAB) ? YES B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? 2. IF YES, AMOUNT OF ALLOCATION: SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Park _Impact Fees (2) SECONDARY _Non-Ad l/alorem.Revenues. (3) OTHER(S) .................... :,l ';'ES NO 14 11. A. PURPOSE(S) OF THE ISSUE: PRIMARy --Acquisi.tion. and-improvement, of. a Park (2) SECONDARY (3) OTHER(S) B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: {1) FOR EAC}{ ISSUE REF~ED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMO~T) OF ISSUE, ~D ~O~T OF PAR VALUE (PRINCIPAL ~OUNT REF~DED. ) ----RETIRED OR .... DEFEASED (3) A DID THE REFt;DING ISSUE CONTAIN NEW MONEY? ...... YES B. IF YES, APPROXI~TELy W~T PERCENT OF PROCEEDS iS NEW MONEy? ............... % 12. TYPE OF SALE: ....... COMPETITIVE BID PLACEMENT ...... NEGOTIATED. X_ NEGOTiATED PRIVATE 13. BASIS OF INTEREST ~TE CALCUlaTION I.E. INTEREST P~%TE USED TO STRUC~RE THE BOND ISSUE: ' , NET INTEREST COST ~TE (NIC) ....... % TRUE INTEREST COST RATE (TIC) CANADIAN INTEREST COST ~TE (CIC) % SPECIFY OTHER: ............ % ARBITP~GE YIELD (ARBI)~ 5.88% INS~NCE/E~D{~CEMENTS: AGIC ~BAC . CGIC CL [C FGIC FSA _HUD ._ MBIA ..... NGM . LOC(LETTER OF CREDIT) SPECIFy OTHER -.X_ NOT INS~ED 15 16 RATING(S) :. MOODY'S -X..NOT RATED DEBT SERVICE SCHEDULE: S&P ..... FITCH DUFF&PHELPS SPECIFY OTHER ATTACH COh'PLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES {MO/DAY/yR) COUPON/INTEREST RATES A~4NUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORy 7'E~M AMORTIZATION ,17. LIST OR ATTAC}{ OPTIONAL REDEMPTION PR ~n-whole_.or__in~part ,OVISIONS: May. be prepaid at an}. time 18. PROVIDE THE N~3<E ;tND ADDRESS OF THE SENIOR MANAGING L7JDERWRITER OR SOLE PURCHASER. NationsBank,_N.A. 4501 North.Tamiami Trail, .Suite Naples, FL 34013 4 PROVIDE THE NAME (S) ,%ND ADDRESS (ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE I/NIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. X_ NO BOND COUNSEL _ NO FINANCIAL ADVISOR X._ NO OTHER PROFEssIoNALS BOND COUNSEL(S) FINANCIAL ADVISOR (S) /CONSULTANT (S) : William_R .._Hough_& Co ........................ . 500-.-Fir th..Avenue South .... Suite .501 .............. ~ _ Naples .... FL __ 3.g102 .............................................._. _. OTHER PROFESSIONALS: 22. COMMENTS: -None " '- -- X NO REGZST~ P~T ZZZ. RESPOt~E~ ZNFO~TION '-- FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title .Mark ~..-Ra~o~d,...Ba~k._Cou~sel. Company Moyle,_Flanigan Katz, Kolzns. Phone S61 8~ 0380 _ party .......................- .................................. Phone' uate Report Submftted ..... BF2004-A ~nd B~2004-B Note: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSU~{~ TO SECTION 154 PARR' III,. SECTIONS 159 PARTS II, III OR V~ OR SECTION 243 P~T II, FLORIDA STATUTES. 23. ANY FEE, BONUS, OR GP~A173ITY PAID BY ~ UITDERWRITER OR FINANCIAL CONSULTA2~, IN CONNECTION WITH THE BOND ISSUE, TO ;UNY PERSON NOT..REGUi2YRLY EMPLOYED OR ENGAGED_BY SUCH UNDERWRITER OR CONSULTANT: NO FEE, BO}~US OR GRATUITY PAID BY U'N'DERWRITER OR FINANCIAL CONSULT;LNT (1) COMPANY NAME FEE PAID: $ ..................... SERVICE PROVIDED or FUNCTION SERVED: (2) COMPANY N~J~E FEE PAID: $ .... -- ........... SERVICE PROVIDED or FUNCTION SERVED: {3) COMPANY NAME FEE PAID: $ ............... 160 SERVICE PROVIDED or FUNCTION SERVED: (4) COMP;d;y NAME '- FEE PAID: $ .... SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE D"NIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ~y FEE PAID TO ATTORNEYS OR FINanCIAL CONSULTANTS: NO FEES PAID BY ISS~R (]) COMPany N~E Moyle, Flanigan, Katz, Kolins,. Raymond & Sheehan, P.A. FEE PAID: $__.10, 000.00_. SERVICE PROVIDED or FUNCTION SERVED: Bank Counsel (2) COMPANY NAME William FEE PAID:S10,000.00 SERVICE PROVIDED or ~NCTION SERVED: Financial Advisor FEE PAID: $ .... - {4} COMPANY NAME SERVICE PROVIDED or FUNCTION SERVED. ' ' FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: PLEASE PROVIDE THE SIGNAT~E OF EITHER /:~ GOVERNING BODY OF THE ~ZT OF LOCAL THE CHIEf' E~E~IVE OFFICER OF PRIVILy RESPoNSIB ....... GOVE~E~ OR THE GOVE~ ~ ~u~ CUO~INATIN w~ ~ ..... ~ . ~L OFFICER DATE: 6/9/9~ ~' ITEMS 25 ~ 26 ~ST BE COMPLETED FOR ALL BO~S SOLD BY ~EGOTIATED SALE 25. MANAGEMENT EEE CHARGED BY UNDERWRITER: OR $ _ PRIVATE PLACEMENT FEE: $ .X NO PL~3~AGEMENT FEE OR PRIVATE PLACEMEN~ FEE 26. UNDERWRITER,s EXPECTED GROSS SPREAD: $ X NO GROSS SPREAD PER THOUS~,;D PAR VALUE. PER THOUSAND PAR VALUE. PART IV RETURn; THIS FORM AND THE FINAL OFFICIAL STATEMENT," Courier Deliveries: Division of Bond Finance State Board of Admin/st::ation 1801 Hermitage Blvd., Suite 200 Tal lahassee, FL 32308 Phone: 904/488-.;782 FAX: 904/413-1315 ~ ~, '~", DW~T:'E. BRO~, CLE~ D~ 4 IF ONE WAS PREPARED TO: ......... Mailing Address: Division of Bond Finance S/ate Board of Adrnirtist:-ation ?.0. Drawer 13300 Tal]ahassee, FL 32317-3300 REVISED Feb. 1996/bf0304/ C ~003 COLLIER COUNTY, FLORIDA LINE OF CREDrF 1999 ADVANCZ' l DEBT SERVICE SCHEDULE IMncipal Coupon lntcveat Total P ~- I I'iU.'^I. TCrl'AL 6/09/1~99 12/09/1999 373.6B8.88 5.800~ 126.041.25 499,730.13 6/09/2000 384.706.48 5.8~30~ 115.023.66 499.730.14 999,460,27 12/09/2000 396.048,91 5.BOOI 103,681.23 499,730.14 6/09/2001 408.228.50 5.flO0~ 91,501.63 499,730.13 999.460127 12/09/2001 419,761.69 5.800~ 79.9F>8.45 499,730.14 6/09/2002 432,507.02 5.800I 67,223.1.2 499.730.14 999.460.28 12/09/2002 444.889.41 5.800I 54,840.73 499.730.14 6/09/2003 458.234.23 5.800Z 41,495.90 499,730.13 999.460.21 I2/09/2003 471,516.50 5.800) 28,213.63 499,730.13 6/09/2004 485.418.38 5,800) 14,311.75 499.730.13 999.450.26 YIELD STATIS'II CS Bond Year D011ar~. ................................................................................................................................... $12,267..')7 Av~ r a~$e Life ............................................................................................................................................. 2.&70 Arc r~ltc Coupon ......................................................................................................................................... 5,8976994% Net b~ler~:$t Co~t (N[C) ................................................................................................................................. 5.8876994% True ~e~l Ca~l ~nd Y~ d for ~bit~ge ~ .............................................................................................................. 5.8880734% All Incluli~z ~$~ (~C) .............................................................................................................................. B.1179335% 1~ FORM 8038 Net In~sl C~ ..... ............................................................................ 5.8876994~