University Park Recreation District

Consideration of Resolution 2019-22, Supplementing Resolution 2019-18, to Provide Short-Term Financing
for the Operating Expenses

RESOLUTION 2019-22

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE UNIVERSITY PARK RECREATION DISTRICT SUPPLEMENTING RESOLUTION 2019-18 ADOPTED JANUARY 4, 2019 TO PROVIDE FOR SHORT TERM FINANCING FOR THE PAYMENT OF OPERATING EXPENSES OF THE DISTRICT; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SYNOVUS BANK D/B/A FLORIDA COMMUNITY BANK; PROVIDING FOR INCIDENTAL ACTION; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE

WHEREAS, the University Park Recreation District (the "District") is authorized by Chapters 418 and 189 Florida Statutes (collectively, the "Act"), and Manatee County Ordinance No. 18-29, now Aliicle III of Chapter 2-8 of the Manatee County Code of Ordinances, which Ordinance serves as the Charter of the District (the "Chaiier"), to own, acquire, construct, equip, operate, maintain and improve recreation facilities and improvements within the District, including the facilities and improvements known as the "University Park Country Club" (the "Club"), as deemed necessary or convenient by the Board of Supervisors of the District (the "Board") for the carrying out of the functions of the District, and to enter into contracts and agreements necessai-y or incidental to the functions of the District and the execution of its powers; and

WHEREAS, on Januai-y 4, 2019 the Board adopted Resolution 2019-18 authorizing, among other actions, the incunence of shmi term debt to pay for cunent operating expenses, until such time as funds are obtained tbrnugh the operation of the Club or through other funding sources allowed by law; and

WHEREAS, in connection with approval of Resolution 2019-18, the Board was presented with a te1m sheet from Synovus Bank d/b/a Florida Community Bank ( the "Bank") for a working capital loan in the ainount of not to exceed $350,000 ( the "Loan"), in addition to other financing; and

WHEREAS, there has been submitted to this Boai·d a fmm of Loan Agreement which will contain the terms and conditions of the Loan: and
WHEREAS, as security for the Loan, Keswick Investments LLC or related entity or principals thereof ("Keswick") have agreed to purchase a $350,000 ce1iificate of deposit ("CD") of the Bank, which CD shall secure payment of the Loan in the event of default by the District; and

WHEREAS, upon a draw by the Bank on the CD, it is the intent of the District to levy non-ad valorem assessments to reimburse Keswick in full for paying the Loan; and

WHEREAS, the District desires to supplement Resolution 2019-18 and authorize and approve the execution and delivery of the Loan Agreement and  various  instruments  relating thereto, pursuant to Section 2-8-156 of the Charter;

NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of University Park Recreation District, as follows:

Section 1. Findings. The timing of acquisition of the Club is uncertain. The District has incuned numerous staii-up expenses and expects to incur operating expenses during the cunent fiscal yeai· and next fiscal year, for which there is currently no source of funding. Upon acquisition of the Club, operating income of the Club must be used to pay operating expenses of the Club, and will only be available to pay operating expenses of the District after Club expenses ai·e satisfied. Use of any working capital reserve of the Club for District operating expenses will require adoption of a future resolution of the Boai·d. Consequently it is necessary to incur the Loan to fund cunent operating expenses of the District.
Section 2. Authorization of Execution and Delivery of Loan  Agreement.  The  District does hereby authorize and approve the execution by the Chairman, Vice-Chairman or any Designated Member and the delive1y of a Loan Agreement (the "Loan Agreement") between the District and the Bank. The Loan Agreement shall be in substantially the form attached hereto as Exhibit A and is hereby approved, with such changes therein as shall be approved by the Chairman, Vice Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any  changes therein from the fonn of Loan Agreement attached hereto.
Section 3. Severability. If any section, pai·agraph, clause or prov1s10n of this resolution shall be held to be invalid or ineffective for any reason, the remainder of this resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, pai·agraph, clause or provision.

Section 4. Open Meetings. It is hereby found and dete1mined that all acts of the Board concerning and relating to adoption of this Resolution were taken in open meetings of the Board and all deliberations of the Board that resulted in such official acts were in meetings open to the public in compliance with all legal requirements, including, but not limited to, the requirements of Section 286.011, Florida Statutes.

Section 5. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded. Except as modified or supplemented hereby, the terms of Resolution 2019-18 relating to the Loan shall remain in full force and effect and are hereby ratified.

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2

LOAN AGREEMENT

Dated as of February_, 2019 By and Between
UNIVERSITY PARK RECREATION DISTRICT

and

SYNOVUS BANK d/b/a FLORIDA COMMUNITY BANK

Table of Contents

ARTICLE I DEFINITION OF TERMS

Section 1.1
Section 1.2
Section 1.3

Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5

Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
Section 3.10

Definitions	1
Interpretation	3
Titles and Headings	3
ARTICLE II REPRESENTATIONS OF ISSUER
Powers of Issuer	4
Authorization of Loan	4
Agreements	4
Litigation, Etc	4
General Financial Information	4
ARTICLE III COVENANTS OF THE ISSUER
Certain Affirmative Covenants	5
Ce1iain Negative Covenants	6
Bank Fees and Expenses	6
Miscellaneous Covenants and Representations	6
Payment of Principal and Interest	7
Business Days	7
Note Mutilated, Destroyed, Stolen or Lost	7
Special Assessments	7
Special Assessment Records	8
Supervisors, Officers and Employees of the Issuer Exempt from Personal Liability	8
ARTICLE IV CONDITIONS OF LENDING

Section 4.1
Section 4.2
Section 4.3

Representations and Warranties	9
No Default.	9
Supporting Documents	9

ARTICLEV
THE LOAN; THE NOTE; ISSUER'S OBLIGATION; DESCRIPTION AND

Section 5.1
Section 5.2
Section 5.3
Section 5.4

The Loan	9
Note Not to be Indebtedness of the Issuer, the County or the State	10
Description and Payment Terms of the Note	10
Proceeds of the Loan	11

Section 5.5	Procedure  for Making Draws on the Note	11

ARTICLE VI REVENUE FUND

Section 6.1
Section 6.2
Section 6.3

Section 7.1
Section 7.2

Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Section 8.7
Section 8.8
Section 8.9
Section 8.10
Section 8.11
Section 8.12

Revenue Fund	12
Treatment of Revenue Fund	12
Investments	12
ARTICLE VII EVENTS OF DEFAULT
General	13
Remedies in an Event of Default	13
ARTICLE VIII MISCELLANEOUS
No Waiver, Cumulative Remedies	14
Amendments, Changes or Modifications to the Agreement.	14
Counterpa1is	14
Severability	14
Term of Agreement	14
Notices	14
Binding Effect; Assignment; Notice of Assignment	15
No Third Pmiy Beneficiaries	15
Attorneys' Fees	15
Entire Agreement	15
Fu1iher Assurances	15
Waiver of Jury Trial	15

MIA 186904804v4	ii

LOAN AGREEMENT

This LOAN AGREEMENT (the "Agreement") is made and entered into as of February_, 2019, by and between the University Park Recreation District, an independent special district created pursuant to and in accordance with Chapters 418 and 189, Florida Statutes and its Charter (hereinafter defined) (the "Issuer"), and Synovus Bank d/b/a Florida Community Bank, a Georgia state member bank (the "Bank"), and their respective successors and assigns.

WHEREAS, the Board of Supervisors of the Issuer did, on January 4, 2019 adopt its Resolution 2019-18, as supplemented by Resolution 2019-22 (collectively, the "Resolution") authorizing, among other things, the borrowing by the Issuer of the principal amount not to exceed
$350,000 (the "Note") for the purpose of providing funds to pay routine operating and maintenance expenses of the Issuer for portions of its fiscal years beginning October 1, 2018 and 2019 pending and in anticipation of the receipt of maintenance special assessments to be levied by the Issuer and revenues to be derived from operation of the University Park County Club upon acquisition by the Issuer; and

WHEREAS, the Issuer has determined that the Note shall be in an amount not to exceed
$350,000.00; and

WHEREAS, the Bank, the initial holder of the Note, and the Issuer have dete1mined that it is desirable and in their best interest to enter into this Agreement; and

WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Resolution and this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:

ARTICLE I DEFINITION OF TERMS

Section 1.1	Definitions. The following words and terms as used in this Agreement shall have the following meanings:

"Act" means Chapters 418 and 189, Florida Statutes, the Charter, and other applicable provisions of law.

"Adjustment Event" means a Determination of Taxability, a Monetary Default or a Corporate Tax Rate Change.

"Agreement" means this Loan Agreement and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof.

"Bank" means Synovus Bank d/b/a Florida Community Bank, the original purchaser of the
Note.

"Business Day" means any day except any Saturday or Sunday or day on which the New York Stock Exchange is lawfully closed.

"Chair" means the Chair or Vice Chair of the Issuer's Board of Supervisors.

"Charter" means Ordinance No. 18-29, enacted by the Board of County Commissioners of Manatee County, Florida, effective August 3, 2018.

"Corporate Tax Rate Change" means a change in the maximum federal corporate tax rate imposed on corporations pursuant to Section l l(b) of the Internal Revenue Code of 1986, as amended, from the current rate of twenty-one percent.

"Costs of the Project" means with respect to the Project, all items of cost authorized by the Act, including the costs of issuance of the Note.

"Default Rate" means the lesser of (a) 500 basis points over the Bank's "prime rate", or (b) the maximum rate of interest pe1mitted by Florida law.

"Determination of Taxability" means a final decree or judgment of any federal court or a final action of the Internal Revenue Service determining that interest paid or payable on the Note is or was includable in the gross income of the Owner for federal income tax purposes; provided, no Determination ofTaxability shall be deemed to occur unless the District has been given written notice of such occurrence and, to the extent permitted by law, an opportunity to participate in and seek, at the District's expense, a final administrative deteimination by the Internal Revenue Service or dete1mination by a court of competent jurisdiction, from which no further right of appeal exists, as to the occurrence of such Dete1mination of Taxability.
"Event of Default" means an event of default specified in Article VI of this Agreement. "Issuer" or "District" means the independent special district known as the University Park
Recreation District, created in accordance with the provisions of the Act, or its successor. "Loan" means the outstanding principal amount of the Note issued hereunder. "Maturity Date" means March_, 2020.
"Monetary Default" means the failure by the District to make any payment of the principal of or interest on the Note within ten (10) days after the same shall become due and payable, whether at maturity or otherwise.

"Note" means the Issuer's Assessment Revenue Anticipation Note, Series 2019, described in Section 5.3 hereof.
"Noteholder" or "Holder" or "Owner" means the Bank as the holder of the Note, or any other Person or Persons in whose name the Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Agreement.

"Person" means natural persons, films, trusts, estates, associations, corporations, partnerships and public bodies.

"Pledged Funds" means (i) the Special Assessments, (ii) the proceeds of any additional debt issued by the Issuer, so long as the final maturity of such additional debt is not more than two
years from the date of issuance of the Note) and (iii) the amounts on deposit in the fund created hereunder.

"Principal Office" means, with respect to the Bank, the office located at the address set forth in Section 8.6 hereof, or such other office as the Bank may designate to the Issuer in writing.

"Project" means the routine operating and maintenance expenses of the Issuer for portions of its fiscal years beginning October 1, 2018 and 2019 pending and in anticipation of the receipt of Special Assessments, including, but not limited to, operating expenses of the University Park Country Club, engineering and legal expenses, capitalized interest and costs of issuance of the Note.

"Resolution" means Resolution 2019-18, adopted by the Board of Supervisors of the Issuer on January 4, 2019, as supplemented by Resolution 2019-22 adopted by the Board on February 19, 2019.

"Revenue Fund" means the fund by that name established pursuant to Section 6.1 hereof. "Secretary" means the Secretary or any Assistant Secretary of the Issuer.
"Special Assessments" means the operation and maintenance special assessments levied by the District on all of the assessable real property in the District in accordance with the Charter and Chapter 170, Florida Statutes.

"State" means the State of Florida.

"Tax-Exempt Rate" means 4.50% per annum, which shall be the interest rate borne by the Note absent the occurrence of an Adjustment Event.

Section 1.2 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 c01Telative words of the plural number and vice versa. This Agreement and all the te1ms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof.

Section 1.3 Titles and Headings. The titles and headings of the articles and sections of this Agreement have been inse1ied for convenience of reference only and are not to be considered a pa1i hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.

ARTICLE II REPRESENTATIONS OF ISSUER

The Issuer represents and warrants to the Bank that:

Section 2.1 Powers of Issuer. The Issuer is duly organized and validly existing as an independent special district pursuant to the Act. The Issuer has the power to borrow the amount provided for in this Agreement, to execute and deliver this Agreement and the Note, to secure the Note in the manner contemplated hereby and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The Issuer may lawfully issue the Note in order to finance the Project.

Section 2.2 Authorization of Loan. The Issuer has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement and the making and delivery of the Note to the Bank provided for in this Agreement and to that end the Issuer warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The Issuer has duly authorized the execution, delivery, and performance of the Note and this Agreement and the taking of any and all other such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by this Agreement. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, and is entitled to the benefits and security of this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Note or the execution and delivery of or the performance by the Issuer of its obligations under this Agreement or the Note have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect.
Section 2.3 Agreements. The making and performing by the Issuer of this Agreement will not violate any provision of the Act, the Charter or any bond or note resolution of the Issuer, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the Issuer is a party or by which the Issuer is bound.

Section 2.4 Litigation, Etc. There are no actions or proceedings pending against the Issuer or affecting the Issuer or, to the knowledge of the Issuer, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the Issuer, or which questions the validity of this Agreement or the Note or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. The Issuer, to its knowledge, 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 2.5	General 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 the financial condition of the Issuer from that presented in such information.

The Issuer shall adopt an annual budget as required by law. The Issuer shall provide the Bank with a copy of its annual operating budget for its fiscal year beginning October 1, 2018 prior to the closing of the Note, and shall provide the Bank with a copy of its annual operating budgets for its fiscal years beginning October 1, 2019 and 2020 within 45 days of the commencement of such fiscal year. The budget shall specifically detail the Special Assessments and any other special assessments to be levied by the Issuer with respect to such fiscal year. The Issuer covenants that, so long as the Note shall remain unpaid, it will appropriate in its annual budget, by amendment, if required, amounts from Special Assessments sufficient to pay the principal of and interest on the Note when due. In the event that the amount previously budgeted for such purpose is at any time insufficient to pay such principal of and interest on the Note, the Issuer covenants to take immediate action to amend its budget so as to budget and appropriate an amount sufficient to pay such debt service on the Note.

The Issuer shall cause an audit to be completed of its books and accounts and shall furnish to the Owner within 210 days after the end of each fiscal year audited year-end financial statements of the District certified by an independent certified public accountant selected pursuant to Florida law. The audited financial statements shall be prepared in accordance with Chapter 10.550 of the rules of the Florida Auditor General or the provisions of any successor statute or rule governing Florida local government entity audits.

ARTICLE III COVENANTS OF THE ISSUER

Section 3.1 Certain Affirmative Covenants.  The  Issuer covenants,  for so long as the Note is outstanding and unpaid or any duty or obligation of the Issuer hereunder or under the Note remains unpaid or unperformed, as follows:

The Issuer shall duly and punctually pay the principal of the Note and the interest thereon at the dates and place and in the manner provided herein and in the Note according to the true intent and meaning thereof.

Proceeds from the Note will be used only to pay Costs of the Project.

The Issuer shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would 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 the Issuer with respect thereto.

The Issuer will take all reasonable legal action within its control in order to maintain its existence as a recreation district, or successor thereto, pursuant to the Act and the Chmier until all amounts due and owing from the Issuer to the Bank under the Note have been paid in full, and shall not voluntarily alter its boundaries or dissolve.

The Issuer agrees that any and all records of the Issuer with respect to the Project and/or the Loan Documents shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the Issuer.

In the event the Note or this Loan Agreement should be subject to the excise tax on documents, the Issuer shall pay such taxes or reimburse the bank for any such taxes paid by it.

Section 3.2  Certain Negative  Covenants.  The Issuer  covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any obligations of the Issuer under any of the Loan Documents remain unpaid or unperformed, that:

The Issuer shall not take any action impairing the authority thereby or hereby given with respect to the issuance and payment of the Note.

The Issuer shall not pledge, encumber, assign or grant a lien on the Pledged Funds except pursuant to or as permitted by this Agreement.

The Issuer shall not alter, amend or repeal the proceedings pursuant to which the Special Assessments are levied and collected, or any action impairing the authority thereby or hereby given with respect to the levy, collection and pledge of the Special Assessments or the payment of the Note, without the prior written approval of the Bank, which shall not be umeasonably withheld.

The Issuer shall not loan money or make advances or other extensions of credit to other Persons except in the nmmal course of the District's operations.

Section 3.3 Bank Fees and Expenses. The Issuer hereby agrees to pay the fees and expenses of counsel to the Bank in connection with the issuance of the Note in the amount of
$5,000 said amount to be due and payable upon the issuance of the Note. In addition, the Issuer agrees to pay at closing the Bank's loan commitment fee of $1,750.00.

Section 3.4	Miscellaneous Covenants and Representations.

The Issuer shall not dispose of any of its assets other than in the ordinary course of business.

The Issuer shall promptly infmm the Bank of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the Issuer or which, if determined adversely to the Issuer would adversely affect the security for the payment of the Note.

The Issuer shall maintain such liability, casualty and other insurance as is reasonable and prudent for similarly situated independent special districts of the State and shall upon the request of the Bank, provide evidence of such coverage to the Bank.

The Issuer is in compliance with and shall comply with all applicable federal, state and local laws and regulatory requirements.

The Issuer shall not incur any other indebtedness payable from the Special Assessments, without the Bank's written consent, which consent may be withheld or conditioned in the Bank's sole discretion, regardless of whether such obligation or debt is superior to, on a parity with or subordinate to the Note.

All improvements of the Issuer are and will be owned by the Issuer or by another political subdivision of the State and all such improvements shall be available for use by the general public on the same basis, subject only to conditions imposed by the Issuer or another political subdivision of the State as may be necessary to protect the health, safety and general welfare of the Issuer and its inhabitants, visitors, property owners and workers or to protect such improvements from damage, misuse or destruction. The Issuer shall observe and perform all of the terms and conditions of the Act and the Charter, and shall comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the improvements.
Section 3.5 Payment of Principal and Interest. The Issuer promises that it will promptly pay the principal of, interest on and any other amounts due under the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the principal of, interest on and any other amounts due under the Note is payable from and secured solely by the Pledged Funds, and nothing in the Note or this Loan Agreement shall be construed as pledging any other funds or assets of the Issuer to such payment.
In order to secure the payment of the principal of and interest on the Note the Issuer does hereby pledge and grant a lien on the Pledged Funds to the Owner.

Section 3.6   Business Days.  In any case where the due date of interest on or principal  of the Note is not a Business Day, then payment of such principal or interest may be made on the next preceding Business Day, but interest shall continue to accrue until payment is actually received by the Owner.

Section 3.7 Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so sun-endered shall be canceled.
Section 3.8	Special Assessments.

The Issuer will determine the amount of the Special Assessments necessary to pay the principal of and interest on the Note when due and on the Maturity Date, and will separately identify such amount in its operating budget for its fiscal year beginning October 1, 2019.

The Issuer covenants that it will cause the Special Assessments to be levied and collected for the Issuer's fiscal years beginning October 1, 2019 pursuant to the method provided for in Section 197.3632 and 197.3635, Florida Statutes (the "Uniform Method"), in such amounts as shall produce an amount at least sufficient to pay the principal of and interest on the Note on the Maturity Date, in addition to all other expenses payable out of the Special Assessments, and including amounts sufficient to cover any sho1ifall in Special Assessments from prior fiscal years. Provided, however, that if the Issuer is not legally able to levy and collect the Special Assessments pursuant to the Uniform Method, it shall levy and collect the Special Assessments in an alternative method permitted by law. The Issuer represents to the Bank that the Issuer has taken all steps legally necessary to have been taken as of the date of issuance of the Note in order to impose the Special Assessments and the Issuer shall take all steps within its power as shall in the future be legally necessary to impose the Special Assessments in such amount. The Issuer covenants that if any of the Special Assessments shall be either in whole or in part annulled, vacated or set aside by the judgment of any comi, or if the Issuer shall be satisfied that any such assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make any such assessment when it might have done so, the Issuer covenants that it will take all necessary steps to cause new Special Assessments to be made in the manner provided by law and in any case any such second Special Assessment or an initial Special Assessment for one that shall have been omitted, shall either in whole or in part be annulled, vacated or set aside, or be unenforceable or uncollectible by reason of defect or irregularity, the Issuer shall obtain and make other Special Assessments until a valid Special Assessment shall be made.
Section 3.9 Special Assessment Records. The Issuer shall maintain records with respect to the Special Assessments which shall be updated as Special Assessments are collected. The records shall detail Special Assessments (i) levied to date on a parcel-by-parcel basis and (ii) collected to date. A report setting fo1ih the foregoing information as of March 31st of each year will be provided to the Bank by May 15th of such year. If for any reason the Note is not repaid in full by the Maturity Date, the Issuer will provide the Bank with further reports on a monthly basis, updating the information in said report. Also, the Issuer shall provide the Bank with a copy of the certified assessment roll detailing the Special Assessments to be imposed for its fiscal years beginning October 1, 2019 within thirty (30) days of the date such roll becomes available. Upon the occurrence of any Event of Default, the Issuer will, upon request of the Bank, engage the services of a consultant acceptable to the Bank to assist the Issuer in levying the Special Assessments until such time as the Event of Default is cured.
Section 3.10 Supervisors, Officers and Employees of the Issuer Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement, the Resolution or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any Supervisor, or any officer, consultant, agent or employee, as such, of the Issuer past, present or future, either directly or through the Issuer whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood (a) that the obligation of the Issuer under this Agreement, the Resolution and the Note is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the Supervisors, or the officers, agents, consultants, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations, covenants or agreements contained in this Agreement, the Resolution or the Note, or implied therefrom, and (c) that any and all such personal liability, either at common law or

in equity or by constitution or statute, of, and any and all such rights and claims against, every such Supervisor, and every officer, agent, consultant, or employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements contained in this Agreement, the Resolution or the Note, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Agreement and the Resolution, and the issuance of the Note on the pali of the Issuer.

ARTICLE IV CONDITIONS OF LENDING

The obligations of the Bank to lend hereunder are subject to the following conditions precedent:

Section 4.1 Representations and Warranties. The representations and waITanties  set folih herein, in the Resolution and in the Note are and shall be true and correct on and as of the date hereof.

Section 4.2 No Default. On the date hereof the Issuer is in compliance with all the terms and provisions set forth herein, in the Resolution and in the Note on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time.

Section 4.3 Suppoliing Documents. On or prior to the date hereof, the Bank shall have received the following suppoliing documents, all of which shall be satisfactory in form and substance to the Bank (such satisfaction to be evidenced by the purchase of the Note by the Bank):

The opm10n of Blalock Walters, counsel to the Issuer, regarding the due authorization, execution, delivery, validity and enforceability of this Agreement and the Note, the due adoption of the Resolution and such other matters as may be required by the Bank;

The approving opinion of Greenberg Traurig, P.A. that no referendum is required under the Chalier prior to execution and delive1y of the Note by the Issuer, and with respect to the validity of the Note and the excludability of interest on the Note from gross income for Federal income tax purposes;

The adopted Issuer's adopted budget for its fiscal year beginning October 1, 2018; and

Such additional suppoliing documents as the Bank may reasonably request.

ARTICLE V
THE LOAN; THE NOTE; ISSUER'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS; RENEWALS

Section 5.1 The Loan. The Bank hereby agrees to loan to the Issuer an amount not to exceed $350,000.00 to be evidenced by the Note, to provide funds to pay the Costs of the

Project, upon the terms and conditions set forth in this Agreement. The Issuer agrees to repay the principal amount borrowed plus interest thereon, upon the terms and conditions set forth herein and in the Note.

Section 5.2 Note Not to be Indebtedness of the Issuer, the County or the State. The  Note, when delivered by the Issuer pursuant to the te1ms of this Agreement, shall not be or constitute a general obligation or indebtedness of the Issuer, the County or the State, or any political subdivision of the State, within the meaning of any Constitutional, statutory or other limitation of indebtedness, but shall be a special obligation payable solely as herein provided. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power, if any, of the Issuer to pay the Note or the interest thereon or other amounts due thereunder or hereunder. Neither this Agreement nor the Note create a lien upon any facilities of the Issuer. Any agreements or representations herein or contained in the Note do not and shall never constitute or give rise to any personal or pecuniary liability or charge against the general credit of the Issuer, and in the event of a breach of any agreement, covenant, or representation, no personal or pecuniary liability or charge payable directly or indirectly from any revenues of the Issuer other than the Pledged Funds shall arise therefrom.
Section 5.3 Description and Payment Terms of the Note. To evidence the Loan, the Issuer shall issue and deliver to the Bank the Note in the form attached as Exhibit "A" hereto. The Note shall be issued in one (1) typewritten certificate, shall be dated the date of issuance thereof, shall be in a principal amount not to exceed $350,000 and shall mature on the Maturity Date. The Note shall bear interest on the outstanding principal amount of the Note drawn down from time to time at the Tax-Exempt Rate, subject to an Adjustment Event as provided herein, calculated on the basis of a 360 day year consisting of twelve (12) thirty (30) day months, payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2019. All principal of and accrued interest on the Note shall be payable on the Maturity Date.

The Tax-Exempt Rate is subject to adjustment as provided below:

Ifthere is a Determination of Taxability not caused by the action of the Owner, the Note shall bear interest from the earliest effective date of such Determination of Taxability at a rate per annum, equal to the Taxable Rate in the manner determined below.

The Taxable Rate shall be determined pursuant to the following paragraph:

Upon the occunence of a Determination of Taxability, the interest rate on the Note shall be adjusted to a rate equal to the interest rate otherwise borne by the Note thereby divided by (1 minus the then maximum federal corporate income tax rate applicable to the Owner) (the "Taxable Rate") calculated on the basis of a 360-day year of twelve 30-day months, as of and from the date of such Determination of Taxability would be applicable with respect to the Note (the "Accrual Date"); and (i) the District shall on the next Interest Payment Date (or if the Note shall have matured, within thirty (30) days after demand by the Owner) hereon pay to the Owner an amount equal to the sum of (1) the difference between (A) the total interest that would have accrued on the Note at the Taxable Rate from the Accrual Date to such Interest Payment Date (or payment date following such demand), and (B) the actual interest paid by the District on the Note from the Accrual Date to such Interest Payment Date (or payment date following such demand), and (2)

any interest and penalties required to be paid as a result of any such Determination of Taxability; and (ii) from and after the Dete1mination of Taxability, the Note shall continue to bear interest at the Taxable Rate for the period such determination continues to be applicable with respect to the Note. The Adjustment shall survive payment of the Note until such time as the federal statute limitations under which the interest on the Note could be declared taxable under the Code shall have expired.
Upon the occurrence and continuance of a Monetary Default the Note shall bear interest at the Default Rate.

Upon the occurrence of a Corporate Tax Rate Change, the interest rate on the Note shall be changed to the rate equal to the product obtained by multiplying the interest rate then in effect on the Note by a fraction equal to (1-A divided by 1-B), where A equals the maximum corporate tax rate in effect as of the date of adjustment and B equals the maximum corporate tax rate in effect immediately prior to the date of the adjustment, provided, however, that this rate shall in no event be lower than 3.75%.

The Owner shall advise the Issuer in writing within a reasonable time in good faith what amounts, if any, are owing as a result of a Determination of Taxability or any other Adjustment Event as described herein and the Issuer may conclusively rely upon such information without the duty to verify such information. In no event, however, shall the interest rate on the Note exceed the maximum rate permitted by law. The Issuer shall conclusively rely upon the information from the Owner as to the applicable interest rate, absent manifest error.

The Note shall be in registered form, contain substantially the same terms and conditions as set f01ih in Exhibit "A" hereto, shall be payable in lawful money of the United States of America, and the principal thereof, interest thereon and any other payments thereunder shall be payable by check, wire, draft or bank transfer to the Holder at such address as may be provided in writing by such Holder to the Secretary. So long as the Note shall remain outstanding, the Issuer shall maintain and keep books for the registration and transfer of the Note. The Note may be assigned as provided in the form of Note.

Section 5.4 Proceeds of the Loan. The Bank and the Issuer agree that the Bank will advance to or on behalf of the Issuer from time to time pursuant to the Note a sum or sums in an aggregate amount not exceeding $350,000.00, all of which will be deposited to the Issuer's primary operating account, or disbursed directly to pay costs of issuance. The Issuer represents that the proceeds of the Loan will be utilized to pay the Costs of the Project.
Section 5.5	Procedure for Making Draws on the Note.

Draw Limitations. The total principal amount outstanding on the Note shall never exceed $350,000. Draws may be made up to April 30, 2020.

Conditions to Draws. Prior to each draw on the Note, the Issuer shall provide the Bank with the following:

a Draw Certificate of the Issuer in the form attached hereto as Exhibit "B;" and

such additional documentation as may be requested by the Bank.

Draw Fees. NONE.

Repayment of Draws. Each draw shall be repaid no later than the Maturity Date. The Issuer shall not be permitted to reborrow amounts that have been drawn and repaid.

Draws to Pay Capitalized Interest. There shall be an automatic draw on the Note on each May 1 and November 1, beginning May 1, 2019, to pay the accrued and unpaid interest due on such date, without the requirement that the Issuer provide the Bank with a Draw Certificate.

ARTICLE VI
REVENUE FUND
Section 6.1 Revenue Fund. There is hereby created by the Issuer and  ordered established a fund to be designated "University Park Recreation District Assessment Revenue Anticipation Note, Series 2019, Revenue Fund." The Issuer shall deposit all Special Assessments into the Revenue Fund immediately upon receipt. Moneys in the Revenue Fund shall only be used to pay Costs of the Project, including interest on the Note when due and principal and interest on the Note on the Maturity Date (or earlier redemption date). So long as the Bank is the Holder of the Note, the Revenue Fund shall be maintained at the Bank and payments from the Revenue Fund will be set up on an "auto-debit basis," which will automatically transfer to the Bank the interest and principal payments on the Note when due.
Section 6.2 Treatment of Revenue Fund. The designation and establishment  of the  Fund hereunder shall not be construed to require the establishment of any completely independent, self-balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an emmarking of certain moneys for ce1iain purposes and to establish certain priorities for the application of such moneys as herein provided. The money required to be accounted for in the Fund created hereunder may be commingled with other moneys of the Issuer in a single bank account, and may be invested along with other moneys of the Issuer in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit in each such Fund.
Section 6.3 Investments. Moneys in the Fund created hereunder shall be held in depositary accounts with one or more "authorized depositaries," and invested pursuant to written instructions of the Issuer, in investments in which the Issuer is permitted to invest under applicable law. All such investments shall be made so as to insure that the investments mature or otherwise come due no later than one (1) Business Day prior to the date on which the moneys are needed for payment of debt service on the Note. All interest income derived from the investment of amounts on deposit in the Fund created hereunder shall be retained in such Fund.

ARTICLE VII EVENTS OF DEFAULT

Section 7.1 General. An "Event of Default" shall be deemed to have occurred under this Agreement and with respect to the Note if:

A Monetary Default shall have occurred; or

The Issuer shall default in the performance of or compliance with any term or covenant contained herein or in the Note, other than a term or covenant a default in the 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 (or ninety (90) days if the District is diligently pursuing a remedy) after (i) notice thereof to the Issuer by the Bank; or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.1 (c) of this Agreement, whichever is earlier; or

Any representation or warranty made in writing by or on behalf of the Issuer herein or in the Note shall prove to have been false or inc01Tect in any material respect on the date made or reaffirmed; or

The Issuer admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of creditors or consents to the appointment of a receiver or trustee for itself; or

The Issuer is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition for banlauptcy 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 for the Issuer or for the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;

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 the United States of America or the State;

The Issuer shall default in the due and punctual payment or performance of covenants under any obligation for the payment of money to the Bank or any subsidiary or affiliate of the Bank (other than a Monetary Default hereunder), and such default shall continue and not be cured within thirty (30) days (or ninety (90) days if the District is diligently pursuing a remedy) after (i) notice thereof to the Issuer by the Bank or such subsidiary or affiliate; or

A judgment or order shall be rendered against the Issuer for the payment of money in excess of $250,000 and such judgment or order shall continue unsatisfied or unstayed for a period of more than 30 days (or 90 days if the Issuer is diligently pursuing a remedy).

Section 7.2 Remedies in an Event of Default. Upon the occmTence of any Event of Default, the Owner of the Note may, in addition to any other remedies set forth in this Agreement or the Note, either at law or in equity, by suit, action, mandamus or other

proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted or contained in this Agreement and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be perfo1med by the Issuer or by any officer thereof.

ARTICLE VIII MISCELLANEOUS

Section 8.1 No Waiver, Cumulative Remedies. No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder or under the Note shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity.
Section 8.2 Amendments, Changes or Modifications to  the  Agreement.  This Agreement shall not be amended, changed or modified without the prior written consent of the Noteholder 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 the Issuer's request.

Section 8.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

Section 8.4 Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein.

Section 8.5 Term of Agreement. Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by the Issuer in connection herewith shall be in full force and effect from the date hereof and shall continue in effect until as long as the Note is outstanding.

Section 8.6  Notices.  All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to:
If to the Issuer:	University Park Recreation District
c/o Fishkind & Associates, Inc. District Manager

12051 Corporate Boulevard
Orlando, FL 32817

If to the Bank:

With a copy to:

Synovus Bank d/b/a Florida Community Bank 1148 Broadway
Columbus, GA 31901
Attn: Director of Public Finance

Synovus Bank d/b/a Florida Community Bank 325 Vanderbilt Beach Road
Naples, FL 34109
Attn: Director of Public Finance

or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 8.06.
Section 8.7 Binding Effect; Assignment; Notice of Assignment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The Issuer shall have no rights to assign any of its rights or obligations hereunder without the prior written consent of the Bank, which consent may be withheld or conditioned in the Bank's sole discretion. The Bank may assign its rights and obligations hereunder, but only if the assignee (a) is a "qualified institutional buyer", and (b) agrees in writing to assume the obligations of the Bank hereunder.
Section 8.8 No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder.

Section 8.9 Attorneys' Fees. To the extent legally permissible, the Issuer and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Resolution (including any appeal(s)), the prevailing paiiy shall be entitled to recover costs and reasonable attorneys' fees from the other paiiy.

Section 8.10 Entire Agreement. Except as otherwise expressly provided, the Resolution, this Agreement and the Note embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 8.11 Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of the transactions contemplated by this Agreement.

Section 8.12 Waiver of Jury Trial. THE BANK AND THE ISSUER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE RESOLUTION, THE NOTE OR ANY OTHER AGREEMENT

CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the date of first set forth above.
UNIVERSITY PARK RECREATION DISTRICT

Attest:

By: 	_ Secretary, Board of Supervisors

By: 		_ Chairman, Board of Supervisors

SYNOVUS BANK

By: 	_ Jim Mitchell, Senior Vice President

EXHIBIT A FORM OF NOTE

REGISTERED No. R-1

REGISTERED

Not to Exceed $350,000

UNITED STATES OF AMERICA STATE OF FLORIDA
UNIVERSITY PARK RECREATION DISTRICT ASSESSMENT REVENUE ANTICIPATION NOTE, SERIES 2019

Interest Rate:

4.50%
(subject to adjustment)

Maturity Date: [March	2020]

Dated Date: [February_, 2019]

REGISTERED OWNER:

PRINCIPAL AMOUNT:

SYNOVUS BANK d/b/a FLORIDA COMMUNITY BANK

NOT	TO	EXCEED	THREE	HUNDRED	FIFTY THOUSAND AND 00/100 DOLLARS

KNOW ALL MEN BY THESE PRESENTS, that the University Park Recreation District, an independent special district created pursuant to the Act and the Charter (hereinafter called the "Issuer") for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns as provided in the Loan Agreement (hereinafter the "Owner"), on the dates hereinafter provided, the Principal Amount identified above, or so much thereof as shall be drawn hereunder and be outstanding, and to pay, interest on the Principal Amount remaining unpaid from time to time, at the interest rate per annum set fmih herein (the "Note Rate") (subject to adjustment as hereinafter provided), calculated on the basis of a 360 day year consisting of twelve (12) thirty
day months, until the entire Principal Amount has been repaid. Interest shall be payable on May 1 and November 1 of each year, commencing on May 1, 2019. Principal shall be payable on the Maturity Date. Principal of and interest on this Note will be paid by bank wire, check, draft or bank transfer delivered to the Registered Owner hereof at such address as may be provided in writing by the Registered Owner to the Issuer no later than the close of business on the tenth calendar day next preceding each Payment Date, as defined herein (the "Record Date").

Terms used in this Note and not otherwise defined shall have the meanings provided in the Loan Agreement between the Issuer and the Registered Owner dated the date hereof (the "Agreement")
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Any payment of principal hereof or interest hereon not paid when due shall bear interest from the due date at the Default Rate.

All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due to the Owner, and the balance thereof shall apply to the principal sum due.

Each date when principal and/or interest on this Note is due is a "Payment Date." If any Payment Date is not a Business Day, the payment otherwise due on such Payment Date shall be due on next succeeding Business Day, but interest shall continue to accrue until payment is actually received by the Owner.

If a payment is ten (10) days or more overdue, the Issuer will be charged 5% of the regularly scheduled payment as a late fee.

This Note shall be subject to redemption in whole or in part on any date at the option of the Issuer, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest thereon.

Upon the occurrence of an Adjustment Event, the interest rate borne by this Note shall be subject to adjustment as provided in the Agreement.

Upon the occurrence of an Event of Default (as defined in the hereinafter described Agreement), the Issuer shall be obligated to pay (but only from the Pledged Funds) as pmi 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 automatic stay under federal bankruptcy law. In addition, the interest rate on this Note shall be increased to the Default Rate; provided, however, that the Default Rate shall only apply to interest accruing during the period between the occmTence of the Monetary Default and when it is cured by the Issuer.
The Issuer, to the extent permitted by law, hereby waives presentment, demand, protest and notice of dishonor.

THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE FROM AND SECURED SOLELY BY THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER, MANATEE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.
This Note is issued pursuant to the Act and the Charter, Resolution 2019-18 duly adopted by the Issuer on January 4, 2019, as supplemented by Resolution 2019-22 duly adopted by the Issuer on February 19, 2019 (collectively, the "Resolution") and the Agreement, and is subject to

all the terms and conditions of the Agreement. All terms, conditions, and provisions of the Agreement are by this reference thereto incorporated herein as a part of this Note. This Note represents the entire authorized issue of obligations of the Issuer pursuant to the Agreement. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. This Note is payable from and is secured solely by a lien upon and pledge of the "Pledged Funds" as described in the Agreement. Notwithstanding any other provision of this Note, the 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 than the Pledged Funds. Except as provided in the Agreement, no Owner of this Note shall have any right to resort to legal or equitable action to require or compel the Issuer to levy and collect any tax or to keep any tax in force, or to use any tax, iflevied and collected, to pay principal, interest or premium on this Note.

This Note shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration of transfer contained herein and in the Agreement.

This Note may be assigned by the Registered Owner of this Note, or any assignee or successor-in-interest thereto. Such assignment shall only be effective, and the Issuer obligated to pay such assignee, upon delivery to the Secretary at the notice address set forth in the Agreement (or such future address as may serve as the address of the Issuer) of a written instrument or instruments of assignment in the form provided herein, duly executed by the Registered Owner of this Note or by his attorney-in-fact or legal representative and notarized, containing written instructions as to the details of assignment of this Note, along with the social security number or federal employer identification number of such assignee. In all cases of an assignment of this Note the Issuer shall at the earliest practical time in accordance with the provisions of the Agreement enter the change of ownership in the registration books; provided, however, the written notice of assignment must be received by the Secretary no later than the close of business on the Record Date in order to carry the right to receive the interest and principal payment due on the next succeeding Payment Date. The Issuer may conclusively rely on the authenticity of any Form of Assignment delivered to it in accordance with this paragraph and accompanied by the original of the Note to which it relates. The Issuer may charge the Registered Owner of the Note for the registration of every such assignment of the Note an amount sufficient to reimburse it for any tax, fee or any other governmental charge required to be paid, except for any such governmental charge imposed by the Issuer, with respect to the registration of such assignment, and may require that such amounts be paid before any such assignment of the Note shall be effective

THE REGISTERED OWNER, BY ITS ACCEPTANCE OF THIS NOTE, AND THE ISSUER, BY ITS ACCEPTANCE OF THE PROCEEDS OF THE NOTE, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE RESOLUTION OR THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due 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 violated any constitutional or statutory limitation.

IN WITNESS WHEREOF, University Park Recreation District has caused this Note to be executed in its name by the manual signature of its Chairman and attested by the manual signature
of its Secretary, and its seal to be impressed hereon, all this 		day of February, 2019.

(SEAL)

UNIVERSITY PARK RECREATION DISTRICT

By	­
Chairman, Board of Supervisors

Attest:

Secretary, Board of Supervisors

FORM OF ASSIGNMENT

FOR  VALUE  RECEIVED,  the  undersigned  hereby  sells,  assigns  and  transfers unto
the within Note and all rights thereunder,	and	hereby	irrevocably	constitutes	and	appoints
 	attorney to transfer the within Note in the books kept by the Issuer for the registration thereof, with full power of substitution in the premises.

Dated:-----------

SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION NUMBER OF ASSIGNEE --------

NOTICE: The signature of this assignment must correspond with the name as it appears upon the within Note in every particular, without enlargement or alteration or any change whatever.

[Form of Abbreviations]

The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANS MIN ACT - 	Custodian for 	(Cust.)	(Minor) under Uniform Transfers to Minors Act of --------
(State)

Additional abbreviations may also be used though not in the above list.

Schedule I
To Assessment Revenue Anticipation Note, Series 2019

Date of Draw	Amount of Draw	Recorded by:	

			

			

			

			

			

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EXHIBITB

FORM OF DRAW CERTIFICATE

DRAWNO.

The undersigned officer of the University Park Recreation District (the "Issuer") DOES HEREBY CERTIFY THAT:

This certificate is being provided to Synovus Bank d/b/a Florida Community Bank (the "Bank") in accordance with Section 5.5 of that certain Loan Agreement dated February_, 2019 between the Issuer and the Bank (the "Agreement"), in order to permit the Issuer to make a draw on its not to exceed $350,000 Promissory Note in favor of the Bank dated February_, 2019 (the "Note").

The Issuer hereby requests a draw on the Note in the amount of$ 	_ The proceeds of the draw will be used for Costs of the Project, as defined in the Agreement.

After such draw, the total principal amount of$ 	will be outstanding and
$ 		will remain available to be drawn on the Note.

No Event of Default, or event or occmTence which will, with the passage of time, become an Event of Default, cun-ently exists under the Agreement.

As of the date of this certificate, the undersigned is the duly appointed, qualified and serving District Manager of the Issuer, and as such is authorized to execute this certificate on behalf of the Issuer.

CERTIFIED this  	

day of 	, 20_

UNIVERSITY PARK RECREATION DISTRICT
By: 	_ Name: 		_ Title: 		_