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2003-008 SouthTrust Bank Loan for Capital Equipment• TRANSCRIPT OF PROCEEDINGS $271,000 AND $132,000 VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTES DATED JANUARY 24, 2003 • • TIME OF CLOSING The closing was held January 24, 2003 (the "Closing Date"). LIST OF CLOSING DOCUMENTS I. Certified copy of Resolution adopted by the Village Council on January 23, 2003 authorizing the issuance of the Note. 2. General Certificate of the Issuer. 3. Notice of Sale sent to Division of Bond Finance. 4. Receipt for the Note. 5. State of Florida Division of Bond Finance Form BF-2003BF-2004-B and Letter of Transmittal. 6. Form 8038-G and Transmittal Letter. 7. Disclosure Statement of Bank. 8. Opinion of Bank Counsel. 9. Opinion of Village Counsel. 10. Copy of Note. 11. Funding Instruction Letter. Trscriots. Six (6) complete transcripts aze to be prepazed for distribution as follows: 2 - Village of North Palm Beach 1 - Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. 1 - SouthTrust Bank 1 - George Baldwin, Esq. • • 1. CERTIFICATE OF TRUE COPY I, the undersigned Village Clerk ofthe Village ofNorth Palm B h Florida, DO HEREBY CERTIFY that attached hereto is a true and correct copy of Resolutio~ly adopted January 23, 2003 and that such resolution remains in force and has not been amended. IN WITNESS WHEREOF, I have hereunto set my hand as of the 24th day of January, 2003. "?~ By:/ .'i Vill ge Clerk J • • RESOLUTIONQ~=2003 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA; AUTHORIZING THE ISSUANCE OF PROMISSORY NOTES OF THE VILLAGE IN THE PRINCIPAL AMOUNTS OF $271,000 AND $132,000 TO FINANCE VARIOUS CAPITAL EXPENDITURES; PROVIDING THAT SUCH NOTES SHALL BE LIMITED OBLIGATIONS OF THE VILLAGE PAYABLE FROM NON AD VALOREM REVENUES OF THE VILLAGE; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES FOR THE OWNER OF SUCH NOTES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, THAT: Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village of North Palm Beach, Florida, and other applicable provisions of law. Section 2. Definitions. The following words and phrases shall have the following meanings when used herein: "Act" means Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer, and other applicable provisions of law. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is closed. "Clerk" means the duly appointed Village Clerk of the Issuer, or any duly authorized deputy thereof. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Issuer" means the Village of North Palm Beach, Florida, a municipal corporation of the State of Florida. • "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice-Mayor of the Issuer. "Non Ad Valorem Revenues" means all revenues of the Issuer not derived from ad valorem taxation and which aze lawfully available to be used to pay debt service on the Notes. • "Notes" means the Notes of the Issuer authorized by Section 4 hereof. "Original Purchaser" means SouthTrust Bank. "Owner" means the 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. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Revenues" means, to the extent provided in Section 7, the Non Ad Valorem Revenues. "Principal Office" means, with respect to the Original Purchaser, the office located at 1700 Palm Beach Lakes Boulevazd, 6th Floor, West Palm Beach, Florida, 33401 or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means various capital expenditures of the Village. "Resolution" means this Resolution, pursuant to which the Notes aze 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. Section 3. Resolution to Constitute a Contract. In consideration of the purchase and acceptance of the Notes authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. Section 4. Authorization of Notes. Subject and pursuant to the provisions of this Resolution, obligations of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal amounts of $271,000 and $132,000 for the purpose of providing funds to pay for the Project. Because of the chazacteristics of the Notes, prevailing mazket conditions, and additional savings to be realized from an expeditious sale of the Notes, it is in the-best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Notes at a private negotiated sale. Prior to the issuance of the Notes the Issuer shall receive from the Original Purchaser the disclosure statement containing the information required by Section 218.385, Florida Statutes. Section 5. Description of Notes. The Notes shall be dated the date of their execution and delivery, which shall be a date agreed upon by the Mayor and the Original Purchaser, and shall have • such other terms and provisions, including the interest rates and maturity dates, as stated in the form of Notes attached hereto as Exhibits A and B. The Notes are to be in the forms set forth on Exhibits A and B attached hereto. The Notes shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be • attested with the manual signature of the Clerk, and the said Mayor and Clerk are hereby authorized to execute and attest to the Note on behalf of the Issuer. Section 6. Reeistration and Exchanee ofNotes: Persons Treated as Owners. The Notes aze initially registered to the Original Purchaser. So long as the Notes shall remain unpaid, the Issuer will keep books for the registration and transfer of the Notes. The Notes shall be transferable only upon such registration books. The Person in whose name the Notes shall be registered shall be deemed and regazded as the absolute owner thereof for all purposes, and payment of principal and interest on the Notes shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and dischazge the liability upon such Notes to the extent of the sum or sums so paid. Section 7. Payment of Principal and Interest: Limited Oblieation. The Issuer promises that it will promptly pay the principal of and interest on the Notes at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. Notwithstanding any other provision hereof, the principal of and interest on the Notes shall be secured solely by and payable from the Pledged Revenues and the Owner shall have no recourse to any other assets of the Issuer for payment of amounts due on the Notes. The Issuer covenants that, so long as Notes shall remain unpaid, it will appropriate in its annual budget, by amendment, if required, from Non Ad Valorem Revenues, amounts sufficient to pay the principal of and interest on the Notes not being paid from other amounts as the same shall become due. In the event that the amount previously budgeted for such purpose is at anytime insufficient to pay such principal and interest on the Notes, the Issuer covenants to take immediate action to amend its budget so as to budget and appropriate an amount from Non Ad Valorem Revenues sufficient to pay such debt service on the Notes. Such covenants to budget and appropriate from Non Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated and used to pay such debt service on the Notes. The Issuer shall not issue or incur any indebtedness or obligation if such would materially and adversely affect the ability of the Issuer to pay debt service on the Notes. The Issuer may hereafter issue or incur indebtedness payable from the Pledged Revenues provided that such indebtedness or obligation shall be subordinate to the Notes with respect to right to payment from the Pledged Revenues. Section 8. Compliance with Tax Requirements. The Issuer hereby covenants and agrees, for the benefit of the Owners from time to time of the Notes, to comply with the requirements applicable to it contained in Section 103 and Part N of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Note from gross income for federal • income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: 3 (1) to refrain from using proceeds of the Notes in a manner that would cause the • Notes to be classified as private activity bonds under Section 141(a) of the Code; and (2) to refrain from taking any action or omitting to take any action if such action or omission would cause the Notes to become an arbitrage bond under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of Section 103 and Part 1V of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. The Issuer reasonably expects that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) to be issued by it during 2003 will not exceed $5,000,000. There aze no entities that issue bonds on behalf of the Issuer nor aze there any subordinate entities which issue tax-exempt bonds. The Issuer expects that at least 85% of the proceeds from the sale of the Notes will be allocated to capital expenditures within the three yeaz period beginning on the date of issuance of the Notes and that the Issuer will within six months incur a substantial binding obligation to a third-party to expend at least five percent of the proceeds of the Notes on such capital projects, and that completion of the capital projects will proceed with due diligence. Section 9. Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Notes except with the written consent of the Owner of the Note. Section 10. Limitation of Riehts. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Notes aze intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 11. Note Mutilated. Destroved. Stolen or Lost. In case a 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 surrendered shall be cancelled. Section 12. Impairment of Contract. The Issuer covenants with the Owner of the Notes that it will not, without the written consent of the Owner of the Notes, enact any ordinance or resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Notes hereunder. • Section 13. Bud¢et and Financial Information. The Issuer will cause an audit to be completed of its books and accounts and shall furnish to the Owner of the Notes audited yeaz-end financial statements of the Issuer certified by an independent certified public accountant acceptable 4 to the Owner to the effect that such audit has been conducted in accordance with generally accepted • auditing standazds and stating whether such financial statements present fairly in all material respects the financial position of the Issuer and the results of its operations and cash flows for the periods covered by the audit report, all in conformity with generally accepted accounting principles applied on a consistent basis. The Issuer shall adopt an annual budget as required by law. The Issuer shall provide the Owner of the Note with a copy of its (ii) its audited financial statements for each fiscal yeaz ending on and after September 30, 2002 promptly upon the same becoming available and in all events within 120 days after the end thereof accompanied by a certificate signed by an authorized officer of the Issuer stating whether the Issuer is in compliance with all representations, warranties and covenants of the Issuer in this Resolution and in the Notes, and if not, identifying the nature of such non-compliance. The Issuer hereby covenants that it shall promptly give written notice to the Owner of the Notes of any litigation or proceeding which if determined adversely to the Issuer would adversely affect the security for the payment of the Notes. Section 14. Remedies ofNoteholder. Should the Issuer default in any obligation created by this Resolution or the Notes, the Owner of the Notes may, in addition to any other remedies set forth in this Resolution or the Note, either at ]aw or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof. Section 15. Severabilitv. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 16. Business Davs. In any case where the due date of interest on or principal of the Notes are not a Business Day, then payment of principal or interest need not be made on such date but maybe made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 17. Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State. Section 18. Rules of Interpretation. Unless expressly indicated otherwise, references to sections or articles aze to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particulaz portion in which any such word is used. Section 19. Captions. The captions and headings in this Resolution are for convenience • only and in no way def ne, limit or describe the scope or intent of any provisions or sections of this Resolution. 5 • Section 20. Officers and Employees of the Issuer Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any member of the Village Council of the Issuer, or any officer, agent or employee, as such, of the Issuer past, present or future, it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the members of the Village Council of the Issuer, or the officers, agents, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, of, and any and all such rights and claims against, every such member of the Village Council of the Issuer, and every officer, agent, or employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements contained in this Resolution, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution ofthis Resolution and the issuance of the Notes on the part of the Issuer. Section 21. Authorizations. The Mayor and any member of the Village Council, and such other officials and employees of the Issuer as may be designated by the Mayor aze each designated as agents of the Issuer in connection with the issuance and delivery of the Notes and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Notes, and which aze specifically authorized or aze not inconsistent with the terms and provisions of this Resolution. Section 22. Section 265 Designation of Notes. The reasonably anticipated amount of tax-exempt obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the Issuer during 2003 does not exceed $10,000,000. There are no entities which aze subordinate to or which issue obligations on behalf of the Issuer. The Issuer hereby designates the Notes as "qualified tax-exempt obligations" for purposes of Section 265(b)(3)(B)(i) ofthe Code. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Notes to no longer be a "qualified tax-exempt obligation." Section 23. Repealer. All resolutions or parts thereof in conflict herewith aze hereby repealed. Section 24. Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 23RD DAY OF J~IUARY, 2003. ~l ST: ~ ~ ~- LAGE CLERK EXHIBIT A January 24, 2003 • VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTE SERIES 2003 5132,000.00 KNOW ALL MEN BY THESE PRESENTS that Village ofNorth Palm Beach, Florida (the "Issuer"), a municipality 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 SouthTrust Bank or registered assigns (hereinafter, the "Owner"), the principal sum of $132,000.00 or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate of 2.93% per annum (subject to adjustment as hereinafter provided) based upon a yeaz of 360 days for the actual number of days elapsed. Principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Owner may designate to the Issuer. Accrued interest hereon shall be paid in arreazs on the 24th day of each January and July, commencing July 24, 2003, and the principal amount hereof and accrued interest hereon shall be repaid in 6 equal payments of $23,157.58, due and payable on July 24, 2003 and on the 24th day of each January and July thereafter, and the entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on January 24, 2006 (the "Maturity Date"). All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the 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) "Detenmination of Taxability" shall mean interest on this Note is detemuned or declazed, by the Intemal Revenue Service or a court of competent jurisdiction to be includable in the gross income ofthe Owner for federal income tax purposes under the Code. Upon the occurrence of a Determination of Taxability, the interest rate 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 of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand by the Owner) 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 Note at the Adjusted Interest Rate from the Accrual Date to the date of the 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 imposed upon such Owner and/or former Owner arising as a result of such Determination of Taxability; and (ii) from and after the Date of the Determination of Taxability, this Note shall continue to beaz interest at the 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 this 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. Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Owner may declaze the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay (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. If any payment hereunder is not made within ten (10) days after it is due, then the Issuer shall also be obligated to pay as a part of the indebtedness evidenced by this Note a late payment fee in the amount of 5% of delinquent payment, which late payment shall be due and payable immediately. Interest at the lesser of 18% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of 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. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDNISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to a Resolution duly adopted by the Issuer on January 23, 2003 • (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. 2 • This Note is payable solely from the "Pledged Revenues" as described in the Resolution. 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 Revenues. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and 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 violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Village ofNorth Palm Beach, Florida has caused this Note to be executed in its name by the manual signature of its Mayor this 24th day of January, 2003. [SEAL] VILLAGE OFj~1ORTH PALM BEACH, FLORIDA By: ATTEST: i age Clerk • G:\19785133\Promissory Note(1) 132sapd EXHIBIT B January 24, 2003 • VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTE SERIES 2003 $271,000.00 KNOW ALL MEN BY THESE PRESENTS that Village ofNorth Palm Beach, Florida (the "Issuer"), a municipality 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 SouthTrust Bank or registered assigns (hereinafter, the "Owner"), the principal sum of $271,000.00 or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate of 3.82% per annum (subject to adjustment as hereinafter provided) based upon a yeaz of 360 days for the actual number of days elapsed. Principal of and interest on this Note aze payable in immediately available funds constituting lawful money of the United States of America at such place as the Owner may designate to the Issuer. Accrued interest hereon shall be paid in arreazs on the 24th day of each January and July, commencing July 24, 2003, and the principal amount hereof and accrued interest hereon shall be repaid in 14 equal payments of $22,286.05, due and payable on July 24, 2003 and on the 24th day of each January and July thereafter, and the entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on January 24, 2010 (the "Maturity Date"). All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the 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) "Determination of Taxability" shall mean interest on this Note is determined or declazed, by the Intemal Revenue Service or a court of competent jurisdiction to be includable in the gross income ofthe Owner for federal income tax purposes under the Code. Upon the occurrence of a Determination of Taxability, the interest rate 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 yeaz for the actual number of days elapsed, as of and from the date such Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand by the Owner) 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 Note at the Adjusted Interest Rate from the Accrual Date to the date of the 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 imposed upon such Owner and/or former Owner arising as a result of such Determination of Taxability; and (ii) from and after the Date of the Determination of Taxability, this Note shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as the federal statute of limitations under which the interest on this Note could be declazed 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. Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay (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. If any payment hereunder is not made within ten (10) days after it is due, then the Issuer shall also be obligated to pay as a part of the indebtedness evidenced by this Note a late payment fee in the amount of 5% of delinquent payment, which late payment shall be due and payable immediately. Interest at the lesser of 18% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of a default described in the preceding pazagraph, irrespective of a declazation of maturity. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to a Resolution duly adopted by the Issuer on January 23, 2003 • (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. 2 • This Note is payable solely from the "Pledged Revenues" as described in the Resolution. 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 Revenues. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declazed that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance ofthis 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 any constitutional or statutory limitation. IN WITNESS WHEREOF, Village ofNorth Palm Beach, Florida has caused this Note to be executed in its name by the manual signature of its Mayor this 24th day of January, 2003. [SEALI VII,LAGE OF NORTH PALM BEACH, FLORIDA By: ATTEST: llage Clerk u G:\19785\133\Promismry Note(1) 271.wpd • $271,000 AND $132,000 VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTES GENERAL CERTIFICATE OF THE ISSUER We, the undersigned Mayor (the "Mayor") and Village Clerk ("Clerk") of the Village of North Palm Beach, Florida (the "Issuer"), DO HEREBY CERTIFY as follows: 1. We aze the qualified and acting Mayor and Village Clerk of the Issuer. 2. All of the members of the Village Council have duly filed their oaths of office and such of them as aze required by law to file bonds or undertakings have duly filed such bonds or undertakings in the amount and manner required by law. 3. The Mayor has signed the Issuer's $271,000 and $132,000 Promissory Notes dated January 24, 2003 (jointly, the "Note") by his manual signature, and the manual signature appearing on the Note and the manual signature at the end of this certificate are each the true and lawful signature of the Mayor. 4. The seal of the Issuer was impressed upon the Note, and attested by the manual signature of the Clerk. Such seal and signature appearing on the Note and the manual signature of the Clerk and the impression of the seal of the Issuer at the end of this certificate constitute the true and lawful seal of the Issuer and the signature of the Clerk, respectively. 5. The Note, as executed and delivered, is in the form approved by the Village Council in a Resolution adopted January 23, 2003 (the "Resolution"). 6. The Issuer has authorized by all necessary action the adoption and due performance of the Resolution and the execution, delivery and due performance of the Note and, to the best ofour knowledge, any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer to carry out, give effect to and consummate the transactions contemplated by the Resolution. 7. 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 (ii) in any way contesting or affecting the validity of the Note, the Resolution or the application of the proceeds of the Note, or (iii) contesting the power of the Issuer or any authority for the issuance of the Note or the adoption of the Resolution or the approval, execution, validity, or • enforceability of any agreements with respect thereto, or (iv) contesting the tax-exempt status of interest on the Note. 8. No litigation is pending or, to our knowledge, threatened, (i) against the Issuer or • involving any of the property, assets or operations under the control of the Issuer which involves the possibility that a judgment or liability, not fully covered by insurance or adequate established reserves, may be entered or imposed against the Issuer or which may result in any material adverse change in the business, properties, assets or in the condition, financial or otherwise, of the Issuer, and (ii) which would reasonably be anticipated to have a material and adverse effect upon the security provided for the Note pursuant to the Resolution. 9. No litigation is pending or, to our knowledge, threatened to contest the creation, organization, existence or corporate powers of the Issuer, or of the Village Council, or the title to office of its present members, or the members a[ any time material to the issuance ofthe Note, or of any other officer of the Issuer. 10. The execution, delivery, receipt and due performance of the Note and any other agreements contemplated by the Resolution, under the circumstances contemplated thereby and the Issuer's compliance with the provisions thereof(i) to the best of our knowledge will not conflict with or constitute on the Issuer's part a breach of or a default under any existing constitutional provision, law, court or administrative regulation, decree or order or (ii) will not conflict with or constitute on the Issuer's part a breach of or a default under any agreement, indenture, bond, note, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound, and to the best of our knowledge no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, nor will such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, chazge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer except as provided by the Note and the Resolution. 11. The undersigned have not, and to the best of their knowledge no members of the Village Council have, while meeting together with any other member or members of the Village Council other than at public meetings of the Village Council, reached any conclusion as to the actions taken by the Village Council with respect to the Resolution or the Note, the security therefor, or the application of the proceeds therefrom, or any other material matters with respect to the Resolution or the Note. 12. The undersigned do not, and to the best of their knowledge and belief no member of the Village Council does, have any employment or other relationship with SouthTrust Bank which would violate the provisions of Section 112.3143, Florida Statutes, and each of the undersigned represents that the transaction contemplated by the Resolution will not enure to his or her special private gain, or to the best of his or her knowledge, the special private gain of another member of the Village Council, or the special private gain of a relative or business associate of the undersigned or any other member of the Village Council, all as defined in Section 112.3143, Florida Statutes, except as fully and fairly disclosed as required by Section 112.3143, Florida Statutes. • 13. The Issuer has not been in default at any time after December 31, 1975 as to principal or interest with respect to any obligations issued or guazanteed by the Issuer or a predecessor of the Issuer. 14. The Issuer hereby certifies that the interest rate on the Note does not exceed the • maximum rate permitted pursuant to Section 215.84, Florida Statutes. IN WITNESS WHEREOF, we have hereunto set our hands and the official seal of the Issuer, and have indicated our respective official titles, all as of the 24th day of January, 2003 i~ (Official Seaij Official Title Mayor G/ui'd~lo~ Village Clerk ~. ,Eiss~/ • • ~'NIr.. ~g ~ - MOYLE, FLANIGAN, KATZ, RAYMOND &SHEEHAN, P.A. ATTORNEYS AT LAW 625 North Flagler Drive - 9'" Floor West Palm Beach, Florida 33401-4025 P.O. Box 3888 West Palm Beach, Florida 33402-3888 Telephone: (561) 659-7500 Facsimile: (561) 659-1789 ivLaxtc E. Rarnorrn DtrectLine: (561)822-0380 E-mail: mraymond~oylelaw.com January 17, 2003 Tallahassee, FL (850) 681-3828 VIA FACSINfII,E .a.iyD CERTIFIED MAII, RETURN RECEIPT REQUESTED Division of Bond Finance State Board of Administration P.O. Drawer 13300 Tallahassee, Florida 32317-3300 RE: Village of North Palm Beach, Florida $271,000 and $132,000 Promissory Notes Ladies and Gentlemen: No[ice is hereby given of the impending issuance by Village of North Palm Beach, Florida (the "Issuer") of the above-referenced Notes (the "Notes") in the estimated principal amount set forth above. The Issuer expects to deliver the Notes on or about January 24, 2003. Sincerely, MER/wp MOYLE; FLANIGAN, KATZ, RAYMOND &SHEEHAN, P.A. Mark E. Raymond • • $zn,ooo AND $132,000 VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTES RECEIPT FOR NOTE SouthTrust Bank (the "Bank"), DOES HEREBY ACKNOWLEDGE receipt from Village of North Palm Beach, Florida of the Village's Promissory Notes, dated January 24, 2003, in the principal amounts of $271,000 and $132,000. DATED the 24th day of January, 2003. SOUTHTRUST BANK Its Authorized Representative • MOYLE, FLANIGAN~ KATZ~ RAYMOND & SHEEHAN~ P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9'" Floor West Palm Beach, Florida 33401-4025 P.O. Box 3888 West Palm Beach, Florida 33402-3888 Telephone:(S61) 659-7500 Facsimile: (S61) 659-1789 Mwrxtc E. R.a»tovn Direct Line: (S61) 822-0380 E-mail: mraymond@moylelaw.com January 24, 2003 Division of Bond Finance State Board of Administration P.O. Drawer 13300 Tallahassee, Florida 32317-3300 CERTIFIED MAII, RETURN RECEIPT REQUESTED RE: Village of North Palm Beach, Florida $271,000 and $132,000 Promissory Notes Ladies and Gentlemen: Tallahassee, FL (850)681-3828 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. Very truly yours, Mazk E. Raymond MER/wp • STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION • This form repreaenta an update and compilation of the BF2003, SF2004-A and SF2004-8 forma. * Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-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)1, 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. * PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. SF2003 BOND INFORMATION FORM PART I. ISSIIER INFORMATION 1. NAME OF GOVERNMENTAL UNIT: Village of North Palm Beach Florida 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 501 U.S. Highway One North Palm Beach Florida 33408 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Palm Beach 4. TYPE OF ISSUER: COUNTY X CITY AUTHORITY _ INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT SPECIFY OTHER PART II. BOND ISSIIB INFORMATION 1. NAME OF BOND ISSUE: Promissory Notes 2. AMOUNT ISSUED: $ 403.000 3. AMOUNT AUTHORIZED: S 403.000 4. DATED DATE: 1/24/03 5. SALE DATE: 1 24 03 6. DELIVERY DATE: 1/24/03 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Ch. 166 SPECIAL ACTS OTHER 8. TYPE OF ISSUE:_GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL OBLIGATION X REVENUE _COP(CERTIFICATE OF PARTICIPATION) LEASE-PURCHASE -BANK LOAN/LINE OF CREDIT 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES X NO B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES _ NO 2. IF YES, AMOUNT OF ALLOCATION: S • 10. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Non Ad Valorem Revenues (2) SECONDARY (3) OTHER(S) 11. A. PURPOSE(S) OF THE ISSUE: (1) PRIMARY Miscellaneous capital expenditures (2) SECONDARY • (3) OTHER(S) B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: _ (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT REFUNDED. (2) REFUNDED DEBT HAS BEEN: -RETIRED OR DEFEASED (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? -YES NO B. IF YES, APPROXIMATELY WHAT PERCENT OF PROCEEDS IS NEW MONEY? $ 12. TYPE OF SALE: -COMPETITIVE BID NEGOTIATED X NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) _$ TRUE INTEREST COST RATE (TIC) (a)2.93$ and (b) 3.82$ CANADIAN INTEREST COST RATE (CIC) $ ARBITRAGE YIELD (ARBI) $ SPECIFY OTHER: 14. INSURANCE/ENHANCEMENTS: _AGIC _AMBAC _CGIC _CLIC _FGIC FSA HUD _MBIA _NGM _LOC (LETTER OF CREDIT) SPECIFY OTHER X NOT INSIIRED 15. RATING (S):_MOODY'S _S&P FITCH DUFF&PHELPS SPECIFY OTHER X NOT RATRD 16. DEBT SERVICE SCHEDULE: ATTACH CONPLBTB COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO/DAY/YR) COUPON/INTEREST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORY TERM AMORTIZATION 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: Mav be prepaid at anv time in whole or in part 18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. SouthTrust Bank 1700 Palm Beach Lakes Boulevard 6th Floor Nest Palm Beach Florida 33401 • 2 19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. • X NO HOND COUNSEL X NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS BOND COUNSEL(S): FINANCIAL ADVISOR(S)/CONSULTANT(S): OTHER PROFESSIONALS: Georoe Baldwin Esa. City Attorney 330 Federal Hiohwav Lake Park, FL 33403 20. PAYING AGENT X NO PAYING AGENT 21. REGISTRAR X NO REGISTRAR 22. COMMENTS: None PART III. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title Mark E. Raymond, Bank Counsel Phone 561-822-0380 Company _Movle, Flanioan, Katz. Raymond & Sheehan P A INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Name and Title Phone Company Date Report Submitted 1/24/03 HF2004-A and SF2004-8 Note: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES. 23. ANY FEE, HONUS, OR GRATUITY PAID HY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ZSSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: X NO F88, BON[JS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: • 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER 3 (1) COMPANY NAME Moyle, Flanigan, Katz. Raymond & Sheehan P A FEE PAID: $2,500.00 SERVICE PROVIDED or FUNCTION SERVED: Hond Counsel (2) COMPANY NAME • FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: PLSASB PROVIDE TH8 SIGNATDRE OF BITHSR TH8 CHI BXECDTIVB OFFICE] GOVERNING BODY OF THE IINIT OF LOCAL GOVERNMENT THE GOVERNMENTAL PRIMARILY RESPONSIBLE FOR COORDINATING THS ISS CS OF THE BONDS: NAME (Typed/Printed:): Shaukat Khan SIGNATUiC~~ ~ `~ y TZTLE: Finance Director DATE: 1/24/03 BF2004-H ITEMS 25 AND 26 MIIST BE COMPLETED HOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE. OR PRIVATE PLACEMENT FEE: $ X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE. X NO GROSS SPREAD PART IV. RETIIRN THIS FORM AND TH8 FINAL OFFICIAL STATEMENT, IF ON8 WAS PREPARED TO: Courier Delivariea: Mailing Address: Division of Bond Finance Division of Bond Finance State Hoard of Administration State Board of Administration 1801 Hermitage Blvd., Suite 200 P.O. Drawer 13300 Tallahassee, FL 32306 Tallahassee, FL 32317-3300 Phone: 904/488-4782 FAX: 904/413-1315 REVISED Feb. 1997/bf0304 r 4 °1/17/2003 Page 1 Village of North Palm Beach - 7 year loan Compound Period ........: Exact Days • Nominal Annual Rate ....: 3.820 Effective Annual Rate ...: Undefined Periodic Rate ..................: 0.0106 Daily Rate .......................: 0.01061 CASH FLOW DATA Event Start Date Amount Number Perio : End Date 1 Loan 2 Payment 01/24/2003 07/24/2003 271,000.00 22,286.05 _ 1 14 Semiannual 01/24/2010 AMORTIZATION SCHEDULE -Normal Amortization, 360 Day Year Date Payment Interest Principal Balance Loan 01/24/2003 271,000.00 1 07/24/2003 22,286.05 5,204.86 17,081.19 253,918.81 2003 Totals 22,286.05 5,204.86 17,081.19 2 01/24/2004 22,286.05 4,957.62 17,328.43 236,590.38 3 07/24/2004 22,286.05 4,569.09 17,716.96 218,873.42 2004 Totals 44,572.10 9,526.71 35,045.39 4 01/24/2005 22,286.05 4,273.38 18,012.67 200,860.75 5 07/24/2005 22,286.05 3,857.75 18,428.30 182,432.45 2005 Totals 44,572.10 8,131.13 36,440.97 6 01/24/2006 22,286,05 3,561.89 18,724.16 163,708.29 7 07/24/2006 22,286.05 3,144.20 19,141.85 144,566.44 2006 Totals 44,572.10 6,706.09 37,866.01 6 01/24/2007 22,286.05 2,822.58 19,463.47 125,102,97 9 07/24/2007 22,286.05 2,402.74 19,883.31 105,219,66 2007 Totals 44,572.10 5,225.32 39,346.78 10 01/24/2008 22,286.05 2,054.36 20,231.69 84,987.97 11 07/24/2008 22,286,05 1,641.31 20,644.74 64,343.23 2008 Totals 44,572.10 3,695.67 40,876.43 12 01/24/2009 22,286.05 1,256.27 21,029.78 43,313.45 13 07/24/2009 22,286.05 831.88 21,454.17 21,859.28 2009 Totals 44,572.10 2,088.15 42,483.95 14 01/24/2010 22,286.05 426.77 21,859.28 0.00 2010 Totals 22,286.05 426.77 21,859.28 Grand Totals 312,004.70 41,004.70 271,000.00 - -- ---- --~+.+ .nn eva ,aa avaa JVV1[11AUJ1 tlAlvli vtuage of North Palm Beach - 3 year loan Compound Period ........: Exact Days • Nominal Annual Rate ....: 2.930 °/, Effective Annual Rate ...: Undefined Periodic Rate ..................: 0.0081 Daily Rate .......................: 0.00814 °/, CASH FLOW DATA Event Start Date Amount Number Peric c 1 Loan 01/24!2003 132,000.00 2 Payment 07/24/2003 23,157.58 AMORTIZATION SCHEDULE -Normal Amortisation, 360 Day Year ~:I ~03 h1/17/2003 Page 1 End Date 1 6 Sem a inual 01/24/2006 Date Payment Interest Principal Balance loan 01/24/2003 132,000.00 1 07/24/2003 23,157.58 1,944.54 21,213.04 110,786.96 2003 Totals 23,157.58 1,944.54 21,213.04 2 01/24/2004 23,157.58 1,659.10 21,498.48 89,288.48 3 07/24/2004 23,157.58 1,322.61 21,834.97 67,453.51 2004 Totals 46,315.16 2,981.71 43,333.45 4 01!24/2005 23,157.58 1,010.15 22,147.43 45 306.08 5 07/24/2005 23,157.58 667.42 22,490.16 , 22,815.92 2005 Totais 46,315.16 1,677.57 44,637.59 6 01/24/2006 23,157.58 341.66 22,815.92 0.00 2006 Totals 23,157.58 341.66 22,815.92 Grand Totals 138,945.48 6,945.48 132,000.00 • MOYLE, FLANIGAN, i1HTZ, RAYMOND & SHEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9'" Floor West Palm Beach, Florida 33401-4025 P.O. Box 3888 West Palm Beach, Florida 33402-3888 Telephone: (561) 659-7500 Facsimile: (561) 659-1789 Mnwc E. Rwv~tonn Dtrect Line: (561) 822-0380 E-mail: mraymond@moylelaw.com January 24, 2003 Tallahassee, FL (850) 681-3828 CERTIFIED MAIL RETURN RECEIPT REQUESTED Internal Revenue Service Center Ogden, Utah 84201 RE: Village of North Palm Beach, Florida $271,000 and $132,000 Promissory Notes Dear Sir/Madam: Enclosed please find Form 8038-G which relates to the above-referenced note. Please acknowledge your receipt of the enclosed by stamping the copy of the form included herewith, and return the stamped copy to us in the enclosed envelope. MOYLE, FLANIGAN, KATZ, RAYMOND & SHEEHAN, P.A. MER/wp Enclosure By: Mark E. Raymond C J Farm 8U38-C7 Information Return for Tax-Exempt Governmental Obligations • • - Under Internal Revenue Code section 149(e) OMa No. [Sa5-0720 (Rev. November 2000) - see separate Inswctions. oevanmem or the Treawry Caution: If [he issue rice is under 3100,000, use Form 8038-GC. Internal Revenue Sernce p Reporting Au[horitV If Amended Return. check here - r 1 Issuer's name 2 Issuer's employer identification number Village of North Palm Beach, Florida 59 : 6017984 3 Number and street (or P.O. box if mail is not delivered to street atldress) Room/suite 4 Report number 501 U.S. Highway One 3 03 5 City, town, or post ofFCe, state, and ZIP code 6 Dale of issue North Palm Beach, FL 33408 1/24/03 7 Name of issue 8 CUSIP number Promissory Notes None 9 Name and title of officer or legal representative whom [he IRS may call for more information 10 Telephone number of officer or legal representative Shaukat Khan, Finance Director ( 561 )841-3380 ^~:niu type or Issue (CneCK applicable box(es) and enter the Issue prlCe) See instructions and attach schedule 11 ^ Education 11 12 ^ Health and hospital 12 13 ^ Transportation 13 14 ^ Public safety. 14 15 ^ Environment (including sewage bonds) . 15 16 ^ Housing 16 17 ^ Utilities 17 18 ~ Other. Describe - capital expenditures 18 19 If obligations are TANS or RANs, check box - ^ If obligations are BANS, check box - ^ 20 If obli ations are in the form of a lease or installment sale, check box - ^ DeSCflptlOn Of QbllgatlOOS. CompleCe for the en[Ife issue fnf which this form is h einn f iled Ia) Final maturity date (b) Issue pnce (q S[atetl redemption price a[ maturity (d) Weighted average maturity fel Yield 21 1124/2010 8 403,000 g 403,000 7 ears °/, 22 Proceeds used for accrued interest 22 23 Issue price of entire issue (enter amount from line 21, column (b)) . 23 403,000 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 2,500 25 Proceeds used far credit enhancement . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 26 29 Total (add lines 24 through 28) . 29 2,500 30 Nonrefundin roceeds of [he issue subtract line 29 from line 23 and enter amount here) . 30 400,500 Description of Refunded Bonds (Complete this part only for refunding bonds./ 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . - Years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . - Years 33 Enter the last date on which the refunded bonds will be called . . - 34 Enter the date s) [he refunded bonds were issued - Miscellaneous 35 Enter [he amount of [he state volume cap allocated to the issue under section 141(b)(6) 35 36a Enter the amount of grass proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of [he guaranteed investment contract - 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If [his issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter [he name of [he issuer - and the date of the issue - 38 If [he issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box - 0 39 If the issuer has elected [o pay a penalty in lieu of arbitrage rebate, check box - ^ 40 If the issuer s identified a hed e, check box - ^ . . . . . . . . . . . . . . . . . . . . . . Under hies of perjury. I declare that 1 have examined this return antl accompanying schedules and statements, and to me best of my knowledge and bell hey are Vue, correct. antl complete. Sign Here ' 1/24/03 , Shaukat Khan, Finance Director i n u o e0 representative Date Type or print name antl title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No. sa77as Form 8038-G (Rev. tt-20W) $271,000 • AND $132,000 VII.LAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTES DISCLOSURE STATEMENT OF SOUTHTRUST BANK January 24, 2003 Village of North Palm Beach, Florida North Palm Beach, FL Ladies and Gentlemen: In connection with the purchase of the $271,000 and $132,000 principal amount Village of North Palm Beach, Florida (the "Issuer"), Promissory Notes, dated January 24, 2003 (the "Notes"), the undersigned purchaser of the Notes (the "Original Purchaser"), is providing the following information with respect to the arrangements made for the purchase of the Notes. We represent to you as follows: (a) The nature and estimated amounts of expenses to be incurred by the Original Purchaser in connection with the issuance and sale of the Note is $-0-. (b) There were no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Note. (c) No discount or Fee is expected to be realized by the Original Purchaser. (d) No management fee will be charged by the Original Purchaser. (e) No fee, bonus or other compensation will be paid by the Original Purchaser in connection with the issuance of the Note to any person not regularly employed or retained by the Original Purchaser. (f) The name and address of the Original Purchaser is: SouthTrust Bank 1700 Palm Beach Lakes Boulevazd • 6th Floor West Palm Beach, FL 33401 (g) The Village is proposing to issue $403,000 of debt for the purpose of financing various capital expenditures. This debt is expected to be repaid over a period of approximately 7 years. Total interest to be paid over the life of the debt is expected • to be $47,950.18. The source of repayment of the debt is non-ad valorem revenues of the Issuer. Very truly yours, SOUTHTRUST BANK By: ~ ~~ ~ 6°~ Authorized Officer • 2 MOYLE, FLANIGAN, 11HTZ, RAYMOND ~t SxEEHAN, P.A. ATTORNEYS AT LAW • 625 North Flagler Drive - 9'" Floor West Palm Beach, Florida 33401-4025 P.O. Box 3888 West Palm Beach, Florida 33402-3888 Telephone: (561) 659-7500 Facsimile: (561) 659-1789 MARK E. IL4YVIOYD Direct Line: (561) 822-0380 E-mail: mraymond@moylelaw.com January 24, 2003 Village of North Palm Beach North Palm Beach, Florida SouthTtust Bank West Palm Beach, Florida Re: $271,100 and $132,000 Village of North Palm Beach, Florida Promissory Notes dated January 24, 2003 dated January 24, 2003 Ladies and Gentlemen: Tallahassee, FL (850)681-3828 We have acted as counsel to SouthTrust Bank in connection with the issuance and sale by the Village of North Palm Beach, Florida (the "Issuer") of its $271,000 and $132,000 principal amount Promissory Notes dated January 24, 2003 (jointly, the "Note"). The Note is issued pursuant to the Constitution and Laws of the State of Florida, including particulazly Article VIII, Section 2 of the Florida Constitution, Chapter 166, Florida Statutes, the Charter of the Issuer and a resolution adopted by the Issuer January 23, 2003 (the "Resolution"). All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. In rendering the opinions set forth herein, we have examined the Resolution and other certifications, agreements, documents and opinions of public officials and other officers and representatives of the various parties participating in this transaction. • As to questions of fact material to our opinion we have relied upon representations of the Issuer contained in the Resolution, and upon other certifications, agreements, documents, and opinions ofpublic officials and other officers and representatives ofthe various parties participating in this transaction, furnished to us, without undertaking to verify the same by independent investigation. We have relied upon the opinion of George Baldwin, Esq., attorney to the Issuer, of even date herewith as to the matters addressed therein. We have assumed the genuineness of all signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Village of North Palm Beach SouthTrnst Bank January 24, 2003 • Page 2 This opinion shall not be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the Note. The opinions se[ forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based upon and subject to the foregoing, we aze of the opinion as of the date hereof and under existing law, as follows: I. The interest on the Note is excluded from the gross income of the owner thereof for federal income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest may be required to be taken into account in determining adjusted current earnings for purposes of calculating the alternative minimum taxable income of certain corporations. The opinions expressed in the first sentence of this paragraph aze conditioned upon continuing compliance subsequent to the issuance of the Note by the Issuer with various covenants contained in the Resolution, including, without limitation, its covenant to complywith applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Failure by the Issuer to comply with such requirements could cause the interest on the Note to be includable in gross income for federal income tax purposes retroactive to the date of issuance of the Note. No opinion is expressed herein regazding other federal tax consequences that may arise due to ownership of the Note. 2. The Note is exempt from all present intangible personal property taxes and excise taxes on documents imposed by the State of Florida. 3. The Note is a "qualified tax-exempt obligation" within the meaning of Section 265 of the Code. Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation with respect to any change of circumstances or law (including laws that may result from legislation pending before Congress) that may adversely affect the tax-exempt status of interest on the Note after the date hereof. It is to be understood that the rights of owners of the Note and the enforceability of the Note and the other documents referred to herein maybe subject to the provisions ofthe bankruptcy laws of the United States of America and to other applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting creditors' rights, and that their enforcement may • also be subject to equitable principles that may affect remedies or other equitable relief. Ver~ lyyours, ~, J~Q~` , / ~~r7' ~' LAW OFFICES BRANT AND BALDWIN 330 FEDERAL HIGHWAY LAKE PARK, FLORIDA 33403 • GEORGE W. BALDWIN GEORGE (WALLY)BALDWIN, JR. TELEPHONE (561) 845-1700 FACSIMILE (561) 842-1548 e-mail: brantandbaldwin@cs.com WILLIAM BRANT RETIRED CHARLES M. PIGOTT OF COUNSEL January 24, 2003 Mayor and Village Council Village Hall 501 U.S. Highway One North Palm Beach, Florida 33408 SouthTrust Bank West Palm Beach, Florida Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. 625 North Flagler Drive, 9th Floor West Palm Beach, Florida 33401-4025 Re: $132,000 and $271,000 Village of North Palm Beach, Florida, Promissory Notes dated January 24, 2003 Ladies and Gentlemen: I have acted as Village Attorney for the Village of North Palm Beach, Florida, (the "Village") in connection with the $ 132,000 and $271,000 Notes from the Village of North Palm Beach, Florida, dated January 24, 2003, and payable to the order of SouthTrust Bank , or registered assigns. In such capacity, I have examined the following: a. A resolution adopted by the Village Council on January 23, 2003, authorizing the issuance of Notes in principal amount of $132,000 and $271,000 to finance various capital expenditures (the "Resolution"); b. The Charter of the Village of North Palm Beach, as amended (the "Charter"), and Chapter 166, Florida Statutes, as amended; and 1 c. Such other documents, certificates, records and proceedings as I have considered necessary to enable me to render this opinion. Mayor and Village Council • SouthTrust Bank Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. January 24, 2003 Page 2 Based on such examinations, I am of the opinion that 1. The Resolution has been duly adopted, and no further action of the Village of North Palm Beach is required to authorize the execution and delivery of the Notes specified herein. The Resolution and the Notes constitute the legal, valid and binding obligations of the Village, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor's rights generally or by general principles of equity. 2. The adoption of the Resolution and compliance with the provisions thereof, under the circumstances contemplated thereby, are permitted under the provisions of the Charter and, to the best of my knowledge without undertaking any independent research, do not and will not in any way constitute a breach or default under any agreement or other instrument to which the Village is party or any existing law, regulation, court order or consent decree to which the Village is subject. 3. To the best of my knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Village, wherein an unfavorable decision, ruling or finding would materially adversely affect the Village's obligation under the Resolution, or adversely affect the validity of the Notes or the security therefor. Yo rs very truly, eorge .Baldwin Village Attorney GWB:nr Village\SouthTrust Bank Promissory Notes 1.24.03 I January 24, 2003 $271,000.00 • VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTE SERIES 2003 KNOW ALL MEN BY THESE PRESENTS that Village ofNorth Palm Beach, Florida (the "Issuer"), a municipality 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 SouthTrust Bank or registered assigns (hereinafter, the "Owner"), the principal sum of $271,000.00 or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate of 3.82% per annum (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 are payable in immediately available funds constituting lawful money of the United States of America at such place as the Owner may designate to the Issuer. Accrued interest hereon shall be paid in arrears on the 24th day of each January and July, commencing July 24, 2003, and the principal aznount hereof and accrued interest hereon shall be repaid in 14 equal payments of $22,286.05, due and payable on July 24, 2003 and on the 24th day of each January and July thereafter, and the entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on January 24, 2010 (the "Maturity Date"). All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the 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) "Determination of Taxability" shall mean interest on this Note is determined or declared, by the Internal Revenue Service or a court of competent jurisdiction to be includable in the gross income of the Owner for federal income tax purposes under the Code. Upon the occurrence of a Determination of Taxability, the interest rate 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 yeaz for the actual number of days elapsed, as of and from • the date such Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand by the Owner) 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 Note at the Adjusted Interest Rate from the Accrual Date to the date of the 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 imposed upon such Owner and/or-former Owner arising as a result of such Determination of Taxability; and (ii) from and after the Date of the Determination of Taxability, this Note shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as the federal statute of limitations under which the interest on this Note could be declazed 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 m part at any hme. Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Owner may declaze the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay (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. If any payment hereunder is not made within ten (10) days after it is due, then the Issuer shall also be obligated to pay as a part of the indebtedness evidenced by this Note a late payment Fee in the amount of 5% of delinquent payment, which late payment shall be due and payable immediately. Interest at the lesser of 18% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of a default described in the preceding paragraph, irrespective of a declazation of maturity. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDNISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to a Resolution duly adopted by the Issuer on January 23, 2003 (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. 2 This Note is payable solely from the "Pledged Revenues" as described in the Resolution. • 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 Revenues. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declazed that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance ofthis 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 any constitutional or statutory limitation. IN WITNESS WHEREOF, Village of North Palm Beach, Florida has caused this Note to be executed in its name by the manual signature of its Mayor this 24th day of January, 2003. [SEAT,] VILLAGE OF NARTH PALM BEACH, FLORIDA By: AT`fF~,'ST: ~~- Vil age Clerk r~ LJ January 24, 2003 CJ VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTE SERIES 2003 $132,000.00 KNOW ALL MEN BY THESE PRESENTS that Village ofNorth Palm Beach, Florida (the "Issuer"), a municipality ofthe State ofFlorida 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 SouthTrust Bank or registered assigns (hereinafter, the "Owner"), the principal sum of $132,000.00 or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate of 2.93% per annum (subject to adjustment as hereinafter provided) based upon a yeaz of 360 days for the actual number of days elapsed. Principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Owner may designate to the Issuer. Accrued interest hereon shall be paid in an•eazs on the 24th day of each January and July, commencing July 24, 2003, and the principal amount hereof and accrued interest hereon shall be repaid in 6 equal payments of $23,157.58, due and payable on July 24, 2003 and on the 24th day of each January and July thereafter, and the entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on January 24, 2006 (the "Maturity Date"). All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the principal sum due. As used in this Note, (1) "Code" means the Intemal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. (2) "Determination ofTaxability" shall mean interest on this Note is determined or declared, by the Internal Revenue Service or a court of competent jurisdiction to be includable in the gross income of the Owner for federal income tax purposes under the Code. Upon the occurrence of a Determination of Taxability, the interest rate 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 yeaz for the actual number of days elapsed, as of and from • the date such Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand by the Owner) 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 Note at the Adjusted Interest Rate from the Accrual Date to the date of the 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 imposed upon such Owner and/or former Owner arising as a result of such Determination of Taxability; and (ii) from and after the Date of the Determination of Taxability, this Note shall continue to beaz interest at the 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 this Note could be declazed taxable under the Code shall have expired. The principal of and interest on this Note maybe prepaid at the option of the Issuer in whole or in paR at any time. Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Owner may declaze the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay (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. If any payment hereunder is not made within ten (10) days after it is due, then the Issuer shall also be obligated to pay as a part of the indebtedness evidenced by this Note a late payment fee in the amount of 5% of delinquent payment, which late payment shall be due and payable immediately. Interest at the lesser of 18% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of 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. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. This Note is issued pursuant to a Resolution duly adopted by the Issuer on January 23, 2003 (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. 2 This Note is payable solely from the "Pledged Revenues" as described in the Resolution. • 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 Revenues. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. It is hereby certified, recited and declazed 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 violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Village of North Palm Beach, Florida has caused this Note to be executed in its name by the manual signature of its Mayor this 24th day of January, 2003. [SEAL] VILLAGE OF NORTH PALM BEACH, FLORIDA BY~ /~GfL!/.~l'1 ~//~ • FUNDING INSTRUCTION LETTER • SouthTrust Bank 1700 Palm Beach Lakes Boulevard 6th Floor West Palm Beach, Florida 33401 Ladies and Gentlemen: You are hereby requested, authorized and directed to fund the loan in the amount of$132,000 and $271,000 under the Promissory Notes dated January 24, 2003 in the following manner: Please pay bank counsel's fees and expenses in the amount of $2,500.00 as follows: Wire to: Bank of America, N.A. 5519 West Idlewild Avenue Tampa, FL 33614 ABA (R/T#) 063100277 Credit Account: Moyle, Flanigan, Katz, Raymond & Sheehan, P.A., Firm Account Account Number: 1600160212 Please deposit the amount of $400,500.00 to our SouthTrust Bank account No. 70648099. Dated as of January 24, 2003 OF NORTH PALM BEACH, By: Its: Director • • TRANSCRIPT OF PROCEEDINGS 5271,000 AND 5132,000 VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTES _ DATED JANUARY 24, 2003 •