1996-032 First Union Bank Loan - NPBCClub Projects•
RESOLUTION NO. 32-96
A RESOLUTION OF THE VILLAGE COUNCIL
OF THE VILLAGE OF NORTH PALM BEACH,
FLORIDA, AUTHORIZING AND DIRECTING
THE MAYOR AND VILLAGE CLERK TO
EXECUTE AND DELIVER CERTAIN LOAN
DOCUMENTS WITH FIRST UNION NATIONAL
BANK OF FLORIDA FOR LOAN NOT TO
EXCEED $300,000.00 ATTACHED AS
EXHIBIT "A" TO FINANCE VARIOUS
COUNTRY CLUB PROJECTS; AND,
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village of North Palm Beach is desirous of
securing a loan from First Union National Bank for the purpose of
• financing certain projects at the North Palm Beach Country Club in
an amount not to exceed $300,000.00.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA:
Section 1. The Village Council of the Village of North
Palm Beach, Florida, does hereby approve the loan agreement
attached as Exhibit "A" with First Union National Bank which
agreement provides to the Village loan not to exceed $300,000.00
for the purpose of financing certain projects at the North Palm
Beach Country Club.
Section 2. The Mayor and Village Clerk are hereby
authorized and directed to execute this agreement with First Union
• National Bank as set forth in Exhibit "A" for and on behalf of the
Village of North Palm Beach.
Section 3. This Resolution shall take effect immediately
• upon its adoption.
PASSED AND ADOPTED THIS
1996.
(Viliag~ Seal)
•
25th DAY OF Apri ~
MAYOR .Q,
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~Xy/~~T ~9
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RESOLUTION NO.
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING
AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE AND DELIVER THOSE CERTAIN LOAN
DOCUMENTS IN FAVOR OF FIRST UNION NATIONAL
BANK OF FLORIDA FOR A LOAN IN THE PRINCIPAL
AMOUNT NOT TO EXCEED THREE HUNDRED THOUSAND
DOLLARS (5300,000.00) IN ORDER TO FINANCE
VARIOUS COUNTRY CLUB PROJECTS, FIXING THE
SECURITY, FORM, DATE, MATURITY AND INTEREST
RATE WITH RESPECT TO THE REVENUE NOTE;
AUTHORIZING FURTHER ACTION BY THE MAYOR
NECESSARY IN CONNECTION WITH THE DELIVERY OF
SUCH NOTE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA.
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is
adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, and other
• applicable provisions of law (hereinafter defined as "Act"1.
SECTION 2. DEFINITIONS. The following terms shall have the following
meanings when used in this resolution unless the context clearly requires otherwise.
Words importing singular numbers shall include the plural number in each case and
vice versa, and words importing persons shall Include firms and corporations.
"Authorized Amount" means an aggregate amount not to exceed Three
Hundred Thousand Dollars and No/100 (5300,000.001.
"Authorized Investments" means any investment, which at the time of
such investment, is a legal investment for Village funds under Section 166.261,
Florida Statutes (19891, as amended from time to time.
"Village" means the Village of North Palm Beach, Florida.
"Village Council" means the Village Council of the Village of North Palm
Beach, Florida.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time, and includes the applicable regulations thereunder.
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• "Fiscal Year" shall mean the period commencing on October 1 of each
year and ending on the succeeding September 30, or such other annual period as is
at the time prescribed by law as the Issuer's fiscal year.
America.
"Federal Securities" means direct obligations of the United States of
"Lender" means First Union National Bank of Florida.
"Note" means the revenue Note of the Village to the Lender in
substantially the form attached to this Resolution as Appendix A, with such
modifications thereto as may be approved by the Mayor, upon the advice of the
Village Attorney, such approval to be presumed by the Mayor's execution thereof.
"Pledged Revenues" means the Village shall pledge to the Bank the
Utility Tax Revenues to repay the loan principal and interest.
"Project" means to finance various Country Club projects.
"Registrar" means an officer of the Village or such other registrar as the
Village shall designate to maintain the registration books of the Village with respect
to the Note.
• "Stated Rete" shall mean the annual interest rate of four and sixteen one-
hundredths percent per annum (4.16%) .
SECTION 3. FINDINGS. It Is hereby found, declared, and determined
by the Village Council that:
(A) It is necessary, desirable and in the best interests of the Village and
its inhabitants that the Village undertake the Project, which Project serves essential
public purposes of the Village.
(B) The Village is without adequate currently available funds to pay for
the Project and it is necessary that funds be made immediately available to the Village
in order to undertake the Project.
(C) The Pledged Revenues are estimated to be sufficient to pay the
principal of and interest on the Note as the same becomes due and to make atl other
payments required to be made from such Pledged Revenues by the terms of this
Resolution or other instruments to which the Village is a party pursuant to which all
or any portion of the Pledged Revenues may be obligated.
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• (D) The Note shall not constitute a general obligation or indebtedness
of the Village as a "bond" within the meaning of any provision of the Constitution of
the State, but shall be and are hereby declared to be special, limited obligations of the
Village, the principal of and interest on which are payable solely from the Pledged
Revenues in the manner provided herein. The principal of and interest on the Note
to be issued pursuant to the provisions of this Resolution and all other payments
provided for herein, will be paid solely from the Pledged Revenues, and it will never
be necessary or authorized to levy taxes on any real property of or in the Village to
pay the principal of or interest on the Note or other payments provided for herein.
Furthermore, neither the Note nor the interest thereon, shall be or constitute a lien
upon the Project or upon the property of or in the Village other than the Pledged
Revenues in the manner provided in this Resolution.
•
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the Noto by the Lender, this Resolution shall be
deemed to be and shall constitute a contract between the Village and the Lender.
The covenants and agreements set forth herein to be performed by the Village shall
be solely for the benefit, protection and security of the Lender.
SECTION 6. AUTHORIZATION OF NOTE AND PROJECT. The Project
is hereby authorized and, subject and pursuant to the provisions of this Resolution,
the Note is hereby authorized to be delivered to the Lender as evidence of the
obligation of the Village to pay to the Lender the sum of not exceeding the aggregate
principal amount of not to exceed Three Hundred Thousand Dollars and No/100
(S 300,000.00).
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SECTION 6. DESCRIPTION OF NOTE. The Nota shall be payable to the
Lender; shall be dated the date of delivery; and shalt mature April _32~, 2001.
Intorest at the rate specified hereto shall accrue on the unpaid principal amount of the
Note from the date of the Note until paid.
The Note shall be executed in the name of the Village by the Mayor, and
attested and countersigned by the Village Clerk, end the corporate seal of the Village
shall be affixed thereto.
SECTION 7. NEGOTIABILITY AND REGISTRATION; DESIGNATION
UNDER CODE. The Note shall be in fully registered form. No transfer of the Note
shall be valid unless approved by, and noted on the registration books maintained by
the Village.
The Village hereby designates the Note as "qualified tax-exempt
obligations" pursuant to and within the meaning of Section 265(b)(3)(B) of the Code.
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• SECTION 8. PLEDGED OF THE PLEDGED REVENUES. The Village does
hereby irrevocably covenant to budget and appropriate from all legal available Non-Ad
Valorem Revenues.
SECTION 9. COVENANTS OF THE Village. So long as any of the
principal of or interest on the Note shall be outstanding and unpaid or until provision
for payment of the Note shall have been made pursuant to Section 12 hereof, the
Village hereby covenants with the Lender as follows:
IA) Iex_Compliance. The Village will take all actions necessary to
maintain the exclusion from gross income of interest on the Note to the same extent
as such existed on the date of issuance of the Note.
(B) Ironditinns. The Village agrees and covenants with the Bank that:
Non-Ad Valorem Revenues (average of actual receipts over the prior two years) must
cover projected maximum annual debt service on debt secured by andlor payable
solely from such Non-Ad Valorem Revenues by at least 1.5x.
(C) I imit on~xhar Fnnumbrencas. While the Note is outstanding, the
Village will not grant any liens upon or pledges of the Revenues such that the Village
would have insufficient Pledged Revenues to comply fully with the provisions of the
foregoing Paragraph.
• ID) Financial . atements. Not later than 180 days following the end of
each fiscal year, the Village shall provide the Lender the annual audited financial
statement of the Village audited by the Village's certified public accountant's. The
Village shall provide the Bank with its Capital Plan end Budget annually.
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(E) duel R~~da~et. The Village shall prepare its annual budget in
accordance with Florida law and in particular Section 166.241 and Section 200.065,
Florida Statutes, and shall provide the Lender a copy of its tentative and final annual
budget for each fiscal year as soon as practicable upon the adoption thereof by the
Village Council and in any event prior to the commencement of the fiscal year for
which such budget is prepared.
(F) C)thPr InforAOatiorl. The Village agrees to provide to the Lender such
other information regarding the Project and/or the Pledged Revenues es the Lender
may reasonably request.
SECTION 10. REMEDIES. The Lender may sue to protect and enforce
any and all rights, including the right to the appointment of a receiver, existing under
the laws of the State of Florida, of the United States of America, or granted and
contained in this resolution, and to enforce and compel the performance of all duties
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• required by this resolution or by any applicable laws to be performed by the Village,
the Village Council or by any officer thereof, and may take all steps to enforce this
resolution to the full extent permitted or authorized by the laws of the State of Florida
or the United States of America.
SECTION 11. DELIVERY OF THE NOTE; AUTHORIZATION OF
NECESSARY ACTIONS. The Delivery of the Note to the Lender is hereby authorized.
The Mayor, Village Clerk, are each designated agents of the Village in connection
with the execution and delivery of the Note and are authorized and empowered,
collectively or individually, to take all action and steps to execute and deliver any and
all instruments, documents or contracts on behalf of the Village which are necessary
or desirable in connection with the execution and delivery of the Note to the Lender.
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SECTION 12. SEVERABILI7Y. If any one or more of the covenants,
agreements, or provisions of this resolution should be held contrary to any express
provision of law or contrary to the policy of express law, through not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid,
than such covenants, agreements, or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or provisions, and in no
way affect the validity of all other provisions of this resolution or of the Note
delivered hereunder.
• SECTION 13. MODIFICATION AND AGREEMENT. No material
modification or amendment of this resolution, or of any resolution amendatory hereof
or supplemental hereto may be made without the consent in writing of the Lender.
SECTION 14. The Mayor and Village Clerk are hereby authorized to
execute those certain loan documents in favor of First Union National Bank evidencing
a loan to the Village in the principal amount of Three Hundred Thousand Dollars
(5300,000.001. Copies of the loan documents are attached hereto as Exhibit "A".
SECTION 15. Upon execution of the loan documents, the documents
shall be forwarded to Linda Scheltens, Vica President, First Union National Bank of
Florida, Government Banking Group, 77 East Camino Real, Boca Raton, Florida
33432.
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SECTION 16. EFFECTIVE DATE. This resolution shall take effect
immediately upon its adoption.
DULY PASSED AND ADOPTED this 25tk1day of Anri 7 1996
(BEAU
THE VILLAGE OF
NOR~TH/PALM BEACH, FLORIDA
U- ~• /J2rr-!/mss ~ /.r~ • D
T ST:
illage Clerk
Mayor
PROVED AS TO F RM
D CORRECT E '
Ilag Attor e
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Appendix A
UNITED STATES OF AMERfCA
STATE OF FLORIDA
VILLAGE OF NORTH PALM BEACH
REVENUE NOTE
$300,000
KNOW ALL MEN BY THESE PRESENTS, that the Village of North Palm Beach,
Florida (hereinafter called "Village"), for value received, hereby promises to pay to
First Union National Bank of Florida (the "Lender") as herein provided the principal
sum of
THREE HUNDRED THOUSAND DOLLARS AND NO/100 (5300,000.003
and to pay interest on the amount outstanding at the annual rate of four and sixteen
one-hundredths percent per annum (4.1696). Principal and interest shall be amortized
over five years and payable in equal level debt service payments consisting of
principal and interest paid semi-annually. Interest on the outstanding balance of the
loan will be calculated on a 30-day month/380-day year basis. Final maturity shall
be five years from the date of closing.
• In the event that the interest on this Note is eve? determined to be taxable for
purposes of federal or state income taxation, or in the event that any or all of the
interest on this Note is deemed to be included in the gross income of the Bank for
federal or state income taxation, or in the event of a change in the marginal tax rate
applicable to corporations or the alternative minimum tax or in the method of
calculating the alternative minimum tax to which the Bank may be subject, or in the
event of any action which would otherwise decrease the after tax or taxable
equivalent yield to the Bank, the interest on this Note shall be subject to a full gross
up modification. A determination by the Bank, its counsel and bond counsel shall be
conclusive. In no event, however, shall the interest rate on this Note exceed the
maximum rate permitted by law.
The Village may incur a prepayment penalty on the prepaid amount.
In addition to principal, interest and any other amounts due under this Note,
Borrower shall on demand pay to Bank any "Breakage Fee" due hereunder for any
voluntary or mandatory prepayment or acceleration, in whole or in part, of principal
of this Note occurring prior to the date such principal would, bor for that prepayment
or acceleration, have become due ("Scheduled Due Date"1• For any date of
prepayment or acceleration 1"Break Date"1, a Breakage Fee shall be due if the rate
under "A" below exceeds the rate under `B" below and shall be determined as follows:
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• Breakage Fee =the Present Value of IIA-B)xC) + LIBOR Breakage, where:
A = The rate per annum equal to the sum of (i) the bond equivalent yield (bid side)
of the U.S. Treasury security with a maturity closest to the Maturity Date as
reported by the Wall Street Journal for other published source) on the date the
Interest Rate of this Note.was set ("Lock In Date"1, plus (ii) the corresponding
interest rate swap spread of Bank on the lock In Date for a fixed rate payor to
pay Bank the fixed rate side of an interest rate swap of that maturity; plus (iii)
.25%.
B = A rate per annum equal to the sum of (i) the bond equivalent yield (bld side) of
the U.S. Treasury security with a maturity closest to the Maturity Date as
reported by the Wall Street Journal (or other published source) on the Break
Date, plus (ii) the corresponding swap spread that Bank determines another
swap dealer would quote to Bank on the Break Date for paying to Bank the
fixed rate side of an interest rate swap of that maturity.
C The sum of the products of li) each principal payment of this Note that would,
but for that prepayment or acceleration, have become due after the Break Date
(each, a "Remaining Principal Payment"1, times (ii) the number of days from and
including the Break Date to but excluding the Schedule Due Date for that
Remaining Principal Payment divided by 380 land for any prepayment,
• multiplying that sum by a fraction equal to the principal amount being prepaid
over the sum of the Remaining Principal Payments).
"LIBOR Breakage" is any additional loss, coat or expense that Bank may incur
based on the difference between a London interbank offered rate in effect
under any hedge or funding source of the Bank for this Note immediately prior
to prepayment or acceleration, and that which is available in the London
interbank market on the Break Date.
"Maturity Date" is the date on which the final payment of principal of this Note
would, but for any prepayment or acceleration, have become due.
"Present Value" is determined as of the Break Date using "B" above as the
discount rate.
dull
Breakage Fees are payable as liquidated damages, are a reasonable pre-
estimate of the losses, costs end expenses Bank would incur in the event of
any prepayment or acceleration of this Note, are not a penalty, will not require
claim for, or proof of, actual damages, and Bank's determination thereof shall
be conclusive and binding in the absence of manifest error.
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• This Note is issued pursuant to the Constitution and Laws of the State of
Florida, particularly Chapter 166, Part II, Florida Statutes, and other applicable
provisions of law, and a resolution duly adopted by the Council of the Village of North
Palm Beach, Florida on Aprfl 25 ,1996 (herein referred to as the "Resolution") to
finance various Country Club projects and a library automation system.
The Village shall pledge to the Bank the Utility Tax Revenues to repay the loan
principal and interest. The Bank shall have a priority lien on the Utility Tax Revenues.
During the life of the loan, the Village shall maintain a 1.5 times debt service
coverage on this facility and any subsequent debt issued. The Village will provide the
Bank with its General Purpose Financial Statements, Capital Plan, and Budget
annually, within 180 days of its fiscal year end.
This Note shall not constitute a general obligation or indebtedness of the
Village, and the Lender shall never have the right to require or compel the levy of
taxes on any property of or in the Village for the payment of the principal of and
interest on this Note. This Note shall not constitute a lien upon the Project, or upon
any property of or in the Village, but shall be payable solely from the Pledged
Revenues in the manner provided in the Resolution. Reference is made to the
Resolution for the provisions relating to the security for payment of this Note and the
duties and obligations of the Village hereunder.
• It is hereby certified, recited and declared that all conditions, things, and acts
required to exist, to happen, and to be performed precedent to and in connection with
the issuance of this Note, exist, have happened, and have been performed in regular
and due form and time es required by the Laws and Constitution of the State of
Florida applicable thereto, and that the Issuance of this Note does not violate any
constitutional or statutory limitations or provisions.
IN WITNESS WHEREOF, the Village of North Palm Beach has issued this Note
and has caused the same to be signed by its Mayor and Its corporate seal to be
affixed hereto and attested by the signature of its Village Clerk all as of the 25tfday
of Apri 1 _, 1996.
(SEAL) VILLAGE OF NORTH PALM BEACH ,FLORIDA
~~~,m o
i ey:
Mayor
ATTEST:
Village Clerk
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• OEEICERS.'_CERTIFICATF
(To finance various Country Club projects)
We, the undersigned officers and officials of the Village of North Palm Beach,
Florida (the "Village"1, hereby execute this certificate in connection with the issuance
and delivery by the Village of its Revenue Note, dated A rt 2~, 1996 (the "Note").
Capitalized terms used herein and not otherwise defined shall have the same
meanings as set forth in Resolution No. ~_ adopted by the Village Council of the
Village (the "Council"), on Apr 2¢1998 (the "Resolution"1.
Elected Officials. The names of the members of the Council and the dates of
commencement and expiration of their respective terms of office are as follows:
Members Term RAaan Ierm_Ends
Tom Valente 03-1996 03-1998
Larry Kelley 03-1996 03-1998
Gail Vastola 03-1996 03-1998
V.A. Marks 03-1995 03-1997
Charles O'Meilia 03-1995 03-1997
V.A. Marks is the duly elected Mayor of the Village. His term of office as
• Mayor commenced in 1996 and expires In 1997.
Kathleen F. Kelly is the duly appointed Clerk of the Village. She was appointed
for an inderterminate period subject to the pleasure of the Mayor and Village Council.
George W. Baldwin is the duly appointed Attorney of the Village. He was
appointed in 1990, to serve for an indeterminate period subject to the pleasure of the
Mayor and Village Council.
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Daths,_B.onds,slnderrakinas. All of the above persons have duly filed their
oaths of office, and such of them as are required by law to file bonds or undertakings,
havo duly filed such bonds or undertakings in the amount and manner required by
law.
Signazures. The Note is duly executed with the manual signature of, the duly
elected Mayor of the Village, who hereby adopts, ratifies and confirms said signature.
The Note is duly attested with the mariual signature of the Clerk, who hereby
adopts, ratifies and confirms said signature.
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Seal. The seal impressed upon this certificate is the legally adopted, proper,
and only official seal of the Village, and said seal has been impressed, imprinted, or
lithographed upon the Note, which action is hereby ratified.
• Nn Default. The Village is not and has not been in default as to principal of and
interest on bonds or other debt obligations to which non ad valorem revenues of the
Village are pledged. Although the Village ie not aware of any defaults, it has not
undertaken an independent review of bonds or other debt obligations for which it
served only as a conduit issuer. The Village is not in default in performing any of the
covenants and obligations assumed under the Resolution and all payments required
have been made into the funds and accounts as provided under the Resolution to the
full extent required.
No Advers~Changas. There have been no material adverse changes to the
Village's financial condition, to the Village's statements and representations contained
in its application for the extension of credit, as evidenced by the Note, from the
Lender or change in material fact, relevant to the Note, subsequent to such
application.
I itigation. There is no litigation of any nature now pending, or, to our best
knowledge, threatened, restraining or enjoining the authorization, sale, issuance or
delivery of the Note, or the collection of the revenues pledged to pay the principal of,
premium, if any, and interest on the Note, and the provisions made or authorized for
their payment, or the corporate existence of the Village or the Council, or the title of
the present officers of the Village or any of them to their respective offices, and none
• of the proceedings or authority for the issuance and delivery of the Note has been
repealed, revoked, rescinded, or limited in any way since the adoption of the
Resolution. .
Pllbliclllleetings. The undersigned officers of the Village certify that to the best
of their knowledge no member of the Village Council, meeting together with any other
member or members of the Village Councll, reached any prior conclusion as to
whether the actions taken by the Village Councll with respect to the Note, the
security therefor and the application of the proceeds thereof, should or should not be
taken by the Village Council or should or should not be recommended as an action
to be taken or not to be taken by the Village Council, except at public meetings of the
Village Council held after due notice to the public was given in the ordinary manner
required by law and custom of the Village Council.
WITNESS our hands and said corporate seal this 25th day of Aori l 1996.
Sig urs
•
2
tp DZ6. rDC
Mayor
Village of North Palm Beach
Village Clerk, Village of
North Palm Beach, Florida