2000-071 Refinance CClub Loan First Union National Bank • RESOLUTION 71-2000
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 $860,000 ATTACHED AS EXHIBIT "A" TO REFINANCE COUNTRY
CLUB LOAN AND TO FINANCE CERTAIN CAPITAL EQUIPMENT; AND,
PROVIDING FOR AN EFFECTIVE DATE.
W}3EREAS, the Village of North Palm Beach is desirous of securing a loan from First
Union National Bank for the purpose of financing certain capital equipment and
refinancing of Country Club loan in an amount not to exceed $860,000.
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 a loan not to exceed $860,000 for the purpose of
financing certain capital equipment and refinancing of Country Club loan.
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 adoption.
PASSED AND ADOPTED THIS 9th DAY OF NOVEMBER, 2000.
(Village Seal)
AYOR
• ~ VILLAGE CLER1. L~~
1
TRANSGR_iP7' nF PROGFEDINC.S
$860,000
VILLAGB OF NORTH PALM BEACH, FLORIDA
PROMISSORY NOTE
DATED NOVBMBER 15, 2000
•
TIMF. (1F CLt?SINd
• The closing was held November 15, 2000 (the "Closing Date").
I rem pF CI.pSINC~ Dp( 1MF.NTC
1. Certified copy of Resolution 72-2000 adopted by the Village Council on November 9,
2000 authorizing the issuance of the Note.
2. Certified copies of Ordinance No. 1480, Ordinance No. 11-80 and Resolution No. 5-90
of the Village Council.
3. Certified copy of Article III of Chapter 26 of the Code of Ordinauces of the Village.
4. Certified copy of Village Charter.
5. General Certificate of the Issuer.
6. Notice of Sale sent to Division of Bond Finance.
7. Receipt for the Note.
8. State of Florida Division of Bond Finance Form BF-2003BF-2004-B and I.ctter of
Transmittal.
9. Form 8038-G and Transmittal I.ctter.
10. Disclosure Statement of Bank.
11. Opinion of Bond Counsel.
12. Opinion of Village Counsel.
13. Copy of Note.
14. Funding Instruction Letter.
Transcripts. Six (6) complete transcripts are to be prepared for distribution as follows:
2 - Village of North Palm Beach
1 - Moyle, Flanigan, Katz, Raymond & Sheehan, P.A.
• 2 - First Union National Bank
1 - George Baldwin, Esq.
ORDINANCE N0. 14-SD
• AN ORDINANCE NTING TO FLOiRIDA POWER & LIGHT CQIPANY, ITS
SUCCESSORS AND ASSIGN AN ELECTRIC FRANCHISE, IHPOSING PROVISIONS AND
CONDITIONS RELATING THERETO, AND PROVIDING FOR MONTHLY PAYMENTS TO THE
VILLAGE.
BE IT ORDAINED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. That there is hereby granted to Florida Power & Light
Comparry (herein called the "Grantee"), its successors and assigns, the
non-exclusive right, privilege or franchise to construct, maintain and
operate in, under, upon, over and across the present and future streets,
alleys, bridges, easemetrte and other public places in the Village of
North Palm Beach, Florida (herein called the "Grantor") and its
successors, in accordance with established practice with respect to
electrical construction and maintenance, for the period of thirty (30)
years from the date oP acceptance hereof, electric light and power
facilities (including conduits, poles, wires and transmission lines, and,
for its own use, telephone and telegraph lines) for the purpose of
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supplying electricity to Grantor, and its successors, and inhabitants
thereof, and persona and corporations beyond the limits thereof.
Section 2. Asa condition precedent to the taking effect of '
this grant, Grantee shall have Piled its acceptance hereof with the
Grantor's Clerk within thirty (30) days hereof.
Section 3. That the facilities shall be so located or relocated
and so erected ea to interfere as little es possible with traffic over
said streets, alleys, bridges and public places, and with reasonable
egress from and ingress to abutting properly. The location or relocation
of all facilities shall be made under the supervision and with the
approval of such representatives as the governing body of Grantor
may designate for the purpose, but not so ae unreasonably to Interfere
with the proper operation of Grantee's facilities and service. That
when any portion of a arrest is excavated by Grantee in the location or
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relocation of arty of its facilities, the portion of the street so
excavated shall, within a reasonable time and as early as prac-
• ticable after such excavation, be replaced by the Grantee at its
' expense and in ae good condition as 1t was at the time of such
excavation,
L Section 4. That Grantor shall in no way be liable or ree-
ponaible for any accident or damage that may occur in the construction,
operation or maintenance by Grantee of,ite facilities hereunder, and
the acceptance of this ordinance shall be deemed an agreement on the
part of the Grantee, to indemnify Grantor and hold it harmless against
arty and all liability, loss, coat, damage or expense, which may accrue
to Grantor by reason of the neglect, default or misconduct of Grantee
in the construction, operation or maintenance of its facilities hereunder,
Section 5. That all rates and rules and regulatlona established
by Grantee from time to time shall at all times be reasonable and
Grantee's rates for electricity shall at all times be subject to such
regulation as may be provided by law.
Section 6. That no later than sixty days after the first
anniversary date of this grant end no later than sixty days after
each succeeding anniversary date of this grant, the Grantee, its
successors and assigns, shall have paid to the Grantor and its
successors an amount which added to the amount of all taxes ae
assessed, levied, or imposed (without regard to arty discount for
early payment or arty interest or penalty for late payment), licenses,
and other impositions levied or imposed by the Grantor upon the
Grantee's electric property, business, or operations, and thoee of
Grantee's electric subsidiaries for the preceding tax year, will
equal 6% of Grantee's revenues fran the sale of electrical energy
to residential, commercial and industrial customers within the
corporate limlte of the Grantor for the twelve (12) fiscal months
preceding the applicable anniversary date.
L Section 7. Payment of the amount to be paid to Grantor by
Grantee under the terms of Section 6 heraoP shall be made in advance
• by estimated monthly installments commencing ninety (90) days after
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the affective date of this grant. Each estimated monthly installment
shall be calculated on the basis of ninety percent (909 of Grantee's
• revenues (as defined in Section 6) Por the monthly billing period
ending sixty (60) days prior to each scheduled monthly payment. The
final installment for each Piacal year of this grant shall be adjusted
to reflect arry underpayment or overpayment resulting from eetLnated
L monthly installments made for said faecal year.
Section S. Ae a further consideration of this franchise,
said Grantor agreee not to engage in the business of distributing
and selling electricity during the life of this franchise or any
extension thereof in competition with the Grantee, its successors
and assigns.
Section 9. That failure on the part of Grantee to comply in
arty substantial respect with any of the provisions of this ordinance,
shall be grounds for a forfeiture of this grant, but no such forfeiture
shall take effect if the reasonableness propriety thereof is protested
by Grantee until a court oP competent jurisdiction (with right of appeal
in either party) shall have found that Grantee hoe failed to comply in
a substantial respect with arty oP the provisions oP this franchise,
and the Grantee shall have six (6) months after the final determination
of the question, to make good the default before a forfeiture shall
result with the right in Grantor at ate discretion to grant such
additional time to Grantee for conpliance ea necessities in the
case require.
Section 10. This ordinance shall take effeot on the data
upon which Grantee files its acceptance.
Section 11. Should arty section or provision of this ordinance
or arry portion hereof be declared by a court oP competent jurisdiction
to be invalid, such decision shall not affect the validity of the
remainder hereof ass whole of any part hereof, other than the part
j declared to be invalid.
L Section 12. That all ordinances and parts of ordinances in
conflict herewith be and the same are hereby repealed.
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PASSED First reading this 26th day oP June, 1480.
PASSED Final reading this 10th day of July, 1980.
~G ii~~,/~ /h • O .
Presiding 0 icer
I_ ATTEST:
y~e C erk
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• aRDINANCE rn. u-ea
~ I AN ORDINANCE Cp TIR+ VIIIX,E OF NORTH PALM SEACN, FI.ORIA4, GRANTING 1O
• ~ FIARILM FVBI.IC UfII.TTffS OOt~@ANY,'ITS SUOCESSORS AND ASSIGNS. A GAS FRAI~X;HISE
AND IFIPDSING PRLrilISIONS MID CONDTTIIXiS RE[ATIN3 TID,'REID.
L I NOW, 'LI~OTtE, BE TT ORDAIIF.D BY ~ VIISACE GGUNCIL 0[+ N~Ii PAIN
BFACFI, FLORIII4:
Section 1, the VIIIAGE OHS NJR1H PALM BFACH, FLORIDA, a M~micipal
Corporation (herein referted to ae "Grantor's hereby Tyrants to FLORIDA FUSI,IC
DTII,ITIES COt~ANY, a Florida Corporation (iteseln referred to se:'Y,Yantea'~ its
successors and assigns, for the term of thirty (30) years begliming ten (LO)
I
days after the date of the final passage of this prdinacrca, the right,
privilege and authoritq or franchise to OOnatruCC or othetwiae acquire and
~ to own, maintain, equip and operate plants and works, and all necessary or
desirable facilities appurtenant thereto, for the purchase, transmission,
• ~ distribution mid sale of natural gas, which term 'natural gas" shall mean mcd
~ ~ include either natural gas umdxed as delivered to Grantee or any wixture of
i such natural gas with artificial gas or with liquefied petroleum gas or with 1
both (herein referred to generally ae 'gas'h, including the right without I
~ the payment by Grantee of any ter, assessment or charges therefor to canattvct,
j Lay, extend, maintain, renew, reuwa, replace, repair, use and operate gas
li pipes snd gas mains, and all appurtenances,and appendages thereto, in, trader,
~ on or across the present acrd future public streets, avenues, alleys, highways,
bridges, easements mid other p~lic places within the present or any future
corporate limits of the Grantor or its successors, for the purpose of distri-
bating, supplying and selling gas to Grantor or its successors, and to persons
and oorporationa inhabitenta thereof as well as to pereana or corporations
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!beyond the present or future corporate limits thereof, but nothing herein
contained shall relieve Grantee from meeting all requiremarrts of the Grantor's
&cilding Code and payapnt of any fees, Licenses or ad valor® taxes.
! ~ Section 2. Grantee's facilities shall be so located or relocated and
so erected as to interfere as little se possible with traffic over said streeta~
• avenues, alleys, highways, bridges, easarente acrd other public places, and to
interfere aa.little ae possible with reasonable egress from and ingress to
• i abutting proporty, 1}re location or relocation of all facilities shall be made
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j uidar the supervisial acid with the approval of such representatives as tlra
~ ~ governing body of (#rantor rosy designate for the purpose, but not so 8s
• i unreasonably to interfere with,the proper operation of Grantee's facilities
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Sand service. When acry portico o~ the Grantee's property 1s excavated or
~ disturbed by Grantee in the tacation or relocation of any of its facilities,
• I the portico of the Grantor's property eo excavated or disturbed stall, within
L ` ~ a reasoable tiros and 88 early as practicable after such excavation, be
.replaced by she Crantee at its expense and in as good oonditiai ae it was at
the time of such excavation, and, in addition, aud~ work shell be done only it
the maMer said pursuant to the regulations, if any, estebliatied by the
ordinances of the Grantor. lm8 upon failure of Grantee ao to do after twenty
(20) days' notice in writing shell have been given to said Grantee by the
j representative of the Grantor, eha Grantor may repair such portion of the
Sl Grantor's property that may taus been disturbed by said Grantee, or replace any
Sj excsseticn, and the cost of sane shall be paid try said Grantee. .
4 Section 3. abject to tt,e provlaiaa tareof, Grantee stall at all
times during the team of this franchise, pranptly e¢~d without dlscriadnetion,
furnish an adequate supply of gas of standard quality and at a reasonably
S. uniform and adequate pressure to be malnteined on Grantee's system,•to Ormitar
~ and its successors, and to persona and corporation Inhabitants ttuu:eof who
request the same and who agree to abide by Grantee's reasonable rules and
' regulatiaa, and stall acquire, construct, Main, equip and operate all
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i necessary plants, works and faaflitiea for the ptapose, tranendealon, aupplY,
!peak staving, dl.etributian and sale of gas for the banefit.snd oom~ience
of Gr~tor and its intabitante, and stall make pmq~tly such extensions to
• ~ existing facilities as may ba regaixed by one or more customer, or prospective
customers; provided that if the revemuea to be derived from such extensions
4~ stall not afford a fair and reasaable return on tM ooat of providing and
rendering the required aervico, then Grantee shall be peradtted to, std is
tareby authox3aed to exact from such custaner or customers such reasonable
i I~ cash advances, cantributiana, minLaan guarantees, service guarantees or other
, arrangements, as will sable Grantee to tam s fair and xeasonable return an
ttre cast of providing and rendering the required service..
• ` ` Seoticn 4. Grantee's rates for gas shall at all tLoes be subject to
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such ragulaticns as m{y ba provided by law, Grantee shell not be entitled to
claim any value on accoiait of this franchise in the value of Grantee's
• ~ property or rate base.
Section 5. Subject to the conauner'e censanC, Grantee shall have the
right to install and maintain to the premises of each of its customers maters
for measuring gas sold and delivered and shall have the right of ingress and
L eg~cesa to the,preadses of each oa,aumer free of charge, fnxa tiara to flee, for
the purpose of reading. repairing, testing end maintaining Grantee's meters aM
appurtenances. Such meters and appurtenances shall at all flares xrmain the
property of Grantee, and shall be r+emrvable by Grantee at any time, by lawful
means. .
Section 6. Grantee shall have the right to adopt and enforce reason
I~ able rules and regulatiarns with respect to the extension, initiation end
rendering of gas service, including rules providing far the disoontlnuance of
I' service to any customer on account of ararpaymant of bills when due, or upon
failure to oooply with the Grantee's other reasaub'le rules and regulations.
~ Secticn 7. Grantee shall ind~rify and save and keep Grantor harmless
fray any and all liability by reason of damage ar ia~ury to any person ar
• : property whatsoever on account of the n~ligance of Grantee in the installation
maintenance, and operation of its facilities; provided Grantor atrall promptly
i in each case srotify Grantee in wu3tirrg of any claim against Granter an accaart
thereof, and shall afford Grantee opportunity to defend the enure,
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i Section 8.. Wittrln thirty (30) days after the first anniversary date
. { of this grant and within thirty (30) days after each succeeding rniversary
date during the existence of this grant, the Grantee, its succeasare acd
assigns, shall pay to the Grantar ar its succeesars a privilege tax equal to
i the amou:rt by which five (5) percent of the amoutt of its gross revalues
(gross revenues being the aunxnt of revenues collected lees ad~ustmente) from
~ the sale of gas to residential customers within the oorparata limits of Grantor
~ for the twelve calendar months preceding the applicable arniversasy date at>all
' ! ~ exceed the amxart of any other taxes or licesnsea levied ar imposed by Grantor
I
. ~ against Grantee's property, busiareea, revenues, privileges, ar operatiara for
the tax year preceding the begiming of the applicable privilege tax year.
' Section 9. Crantee~by its acceptance hexeof agrees to observe, perf
• mid keep all of the agreements, undertakings and caditiona hereof to be
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observed, performed a71d kept by Qrantea.
{ Section 10. Failiae on the part of Grantee to coaply in any subaten-
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• ii ti.el respect w3.th mU of the proviaia~s,of this Ordinance shall be grounds for
i a forfeiture of this grant, but To such £orfeiture shall take affect if the
~ reasanableneea or propriety thereof is protested by Grantee until a cast of
f capetent jurisdiction (with righC of appeal in either party) shall have found
~ that Grantee hss failed to coaply in a subatanCisl respecC with argr of tl~e
L ~ provisia~s of this franchise, and the Grantee shall, after the final
I detenninaCias of the question, Forthwith proceed to make good the default
{ before a forfeiture shall result, the default to be cared in amy event within
{ a period of six months with the right in Grantor at its discretion to grant
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i• such additia~al tLre to Grantee far crnQliance as necessities in the case
1{i requtre.
~ Section 11. 7n any case where there is interruption or ispairma~t of
i~ service, or failure of supply of gas or pressure, Grantee shall promptly rams
such condition. No internption or iagaircnent of service or failure of
supply of gee or pressure by reason o£ force ma~eure, strike, breakdown,
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' accident or other cause or haippening bayord the control of Orantee.ahall
i~ constitute a breach of this Ordinance nor aub~ect the Grancee to liability for
I S~
• 1~ damage; provided that such interruption ox i~aitmatt o£ service ar failure of
1{t supply of gas or pressure by reason of force me~ase, strike, breakdown,
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(i accident, ar other cwse or happening shall be remedied promptly.
Section 12, In oonaideraticn of Grantee's tndeYtakinga hereunder ea
~ evidenced by its acceptance hereof, the Grantor agrees cwt to engage in the
' :business of distributing and eellicg gee during the life of this franchise or
. siy gxtenaion thereof in competition with the Grantee, its auccesaore and
.i assigns .
i Section 13. Granter hereby reserves the right at and after the
i . ' ,s expiration or termination of this granC to puxchesa the property of Grantee
i used under this grant, as provided by the laws bf Florida in effect at the
i tLre of Gr~tee's acceptance hereof, including Section 167.$2 of the Florida
i
Statutes, 1941, and as a oonditiai pYecedent to the taking effect of this
grans, Grantee shall give and grant to the Grantor the right to purchase eo
• I reserved. Grantee shall be deemed to have given and granted such right of
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purchase by its 8ccept~ce hereof, whio2t shall bs filed with the Creaitor'e
' Clerk wittdn thirty (30) days after the final passage of this Ordtnmtca.
• ~ Section 14. All of the texma, provisions and oonditiau hereof shad
inure to and be binding upon the,respective suoceaeora and assigns of the
. ~ Grantor and the Grantee.
Sectidi 15. All gee franchise ordinances and parts of gas franchise
i at'dinancea in conflict herewith shall ba end the amia era hereby repealed ae
li of the effective date of this ordinance,
I Section 16. Thfs Ordinance shall talcs effect ten (10) days after the
{ date of its final passage and shall be published as required by law.
III! PIAfSD ON FTBSC FEADB~G 1tAS 8TN DAY ~ MPY, 1980.
PlliCFD ON SEOOND, FIIY4, FFADI[~ AND PASSED 1iIIS 22ND DAY OP MAX, 1980.
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l Al1ESf:
i ~ ~~.b ~
!i GORDON O,~JERAULD Senior Vioa President
Florida'` Public lltflities Ca~arry
' I ~~~r~i. v
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~i..i~_ L %Y 3Le BQ
~ ~ HILDASD K, HALL, Corporate Bacratary
~ - ~ plorida Public Utiiitiaa Cospaay
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• ~ ABSOLUTION N0~5-90
A ABSOLUTION OF TH8 YlLLA08 COUNCIL OF THS
VILLAOH OP NORTH PALM BSAttt, FLORIDA, AUTHORIZING
A FRANCHIBB BB I$SUBD BY THB VILLAGB FOR SOtlfElBRtt
BHLL THLHPHONB do THLBGRAPH OOMPANY 1sD USH THB
PUBLIC BTRBHTS OF THB V1LLA08 OP NORTH PALM
BRACH, FIARIDA, FOR THH PURPOSB OF HRHCTING,
COtiSTRUCTINO, MAlNTA1NING AND OPHRATINO LINHB OF
TBLBPHONB AND THLBGRAPH EQUIPMHNT THBR80N AND
THEREUNDBR, AND PROYIDIlX1 AN HFFECfIYB DATB.
H8 IT RSSOLVSD BY THB VILLAOH COUNCIL OF NORTH PALM BSACEI,
FLOR1DAs
eeotion is That a pormit or permission, pursuant to
Chapter SB of the Vlllago Code of the Vlllago of North Palm Heaoh,
be, and the same Is hereby, granted to the Southern Ball Telephone
and Telegraph Company (herelnefter referred to ss "Company"~, its
auocessors and assigns, to construct, maintain and operate lines
i of telephone and telegraph edulpment, tnoluding the necossary
poles, conduits, cables, elsotrloal oonduotors and t{bar optics
and digital technology fixtures upon, along, under and over the
public roads, streets, highways and rights of way of the Vlllago
of North Palm Beach, Flortda, as Its business may from time to
time require, provided that all poles shall De noel and
symnetrioal.
Bastion 4s The work of erecting poles and aonstruoting
underground conduits under this Reeolutlon shell be done subJeot
to tho supervlslon of the Ylilsge, and the Company shall replace
or properly relay and repair any eldowalk or street that may be
dlapleeed by reason of auoh work, and upon !allure of the Company
S to to do, after twenty (40) dsys` rtotiae in writing given by the .
L Mayor of the Village to tho Cempsny, the Vlllsge may repair auoh
portion of the sidewalk or street that may have been disturbed 'by
the Company, and collect the cost so Inoutred from the company.
• &ectlon 9t In oonslderatlon of the rights and prlvllegos
horeln granted, the Company shall pny to the Village annuslly a
sum equal to one percent (t%) of tho gross receipts of the
Company on recurring loos! servlae revenues for servlaes provided
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~ within the oorparate limits of the Village by the Company,
provided that theta shall be areditod against such sum the amount
of ell taxes, ltaenaes, Ease and other impoaitfons (except ad
valorem taxes and amounts for aaeesamenta for spools! benefits,
suoh as sidewalks, street pevinge and similar improvements, and
L oocupatfonal Ifoease taxes) levied or imposed by the Ylllage upon
the Company and paid during the preceding tlsoal year as defined
herein. Payment shall be made to the Ylllage for sash of the
years that this paemiesfon is in etteot and shall be based on the
receipts of the Company for the preceding fiscal year. For the
purposes of thin payment, suoh tisoal yeas shall end on December
St. The tlrat such payment shall be oaloulatad on the receipts
. ~ for the t[soel year ending December 81, 1988, shell be made on or
before Mey 8, 1990, and shall be for the permission year October
t~, 1988, through October 18, 1988. Tho second suoh payment shall
be oaloulatad on the eeoefpts for the tlsoel year ending December
; 81, 19119, shall be made on oe botore May 8, 1990, and shall ba
for the permission year Ootobor t4, 1988, through October 18,
1990. Subsequent payments will be made on or before March 1 of
each year for whlah the permission le heealn granted.
Beotfon 4s It the Ylllage wishes to verity the payments
to the Vlllege undue this Resolution, the Company shall permit the
Village or a Cealgnated representative of the Yillaga, upon
reasonable advance written notice, to review the Company's billing
and payment reaorda, upon which the payments were based, during
normal business hours at the location of the Company where suoh
reaorda ere malntalned. However, no Company rooords may be
duptlcated or taken from the Company's premises, and the Ylllage
L ~ shall maintain the oontldentfality of the intoematfon dlaolasad
In these reaorda and use the information solely for the purposes
of verifying payments by the Company. Such Company rooords shall
Da maintained by the Company for the period prescribed by the
• Fadaral Communioattons Commission and/or the Florfde Publ'fo
Service Commlsslon.
8actton Sa The Company shall lndemnl[y the Villago
against, and assume s11 liabilities for, damages which may arise
or accrue to the Village for any to}ury to persona or property
from the doing of any work horoln authorized, or the neglect of
the Company or any of lta employees to comply with any resolution
L regulating the use of the streets of the Yillage, and the
eooeptanae by the Company of this Rasolutlon shall be an agreement
by It to pay to the V113ago any sum of money for which tho
Yillage may become liable from or by reason of euoh in}ury. '
8eatlon 8s The Company shall the with the Village Clerk
of the Village Its aaoeptanae of thta Resolution within sixty t80)
days from the date of !ts passage.
8eatlon Ts Nothing in this Resolu U on shall be construed
as a surrender by the Vlliage of its right or power to pass
resoluttona regulating the use of !ts streets. Company shall
comply with the provlslons of Section 39T.401 through Section
93T.404, Fla. Stet., es amended from time to time, as applloable.
6ectton 8a The permit granted by this Resoiu U on, !t
L accepted by the Company, shall be in force and efteot !or a term
of thirty (90} years from and after October t6, 1988.
Seatton 9i Thls Resolution shall take efteot upon the
later of passage or receipt by the Yillage Cloak of Company's
eaceptenoa of this Rasolutlon. in the event euoh soaeptanoe is
not received by the Villago Clerk within sixty {80) days from the
date of adoption of this Rasolutlon, this Rasolutlon shall be
rescinded automatically.
PASSED AND ADDPT'86 TH18 8t6 DAY OF March ,
t990.
(Village Seai) /,/1,.»Leb.al
ATTSST~
age er c
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CF.RTiFI A . OF TR iF. COPY
I, the undersigned Village Clerk of the Village of North Palm Beach, Florida, DO
HEREBY CERTIFY that attached hereto is a true and correct copy of Resolution 72-2000 duly
adopted November 9, 2000 and that such resolution remains in force and has not been amended.
IN WITNESS WHEREOF, I have hereunto set my hand.as of the 15th day of November,
2000.
it age Clerk
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2.
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~•'FRTIFI A nF TRL1F= COPY
I, the undersigned Village Clerk of the Village of North Palm Beach, Florida, DO
HEREBY CERTIFY that attached hereto are true and correct copies of Ordinance No. 14-80,
Resolution No. 5-90 and Ordinance No. 11-80. and that such ordinances and resolution remain
in force and have not been amended.
IN WITNESS WHERF.oF, I have hereunto set my hand as of the 15th day of November,
2000.
O
sy:
it age Clerk
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CERTIFI('ATF OF TR 1F OPY
I, the undersigned Village Clerk of the Village of North Palm Beach, Florida, DO
HEREBY CERTIFY that attached hereto is a true and correct copy of Article HI of Chapter 26
of the Code of Ordinances of the Village and that such ordinances remain in force and have not
been amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of November,
2000.
By:
it age Clerk G
•
TAXATION ¢ zg~gp
• ~
ARTICLE I. IN GENERAL. (b) In the case of multiple-peril polidea with a
single premium for both the property and casu-
Secs. 26-1-26-16. Reserved. ally coverages in such polidea, seventy (70) per-
cent of such premiums shall be used as the basis
for the two-perceat ezdse taz referred to herein.
ARTICLE II. IIVSURANCE EgCISE TA%ES
(c) The ezciee or license taz shall be. payable
Sec. 26.16. Casualty inetlranoe premiums. annually oa the 5rst day of March of each year.
(Code 1970, § 38-20)
(a) In accordance with F.S. section 18b.08, the
village does hereby assess end impose on every Seos. 28-18-26.28. Reserved.
insurance company, corporation or other insurer
now engaged in or carrying on, or who shall
hereafter engage in or carry on the business of ARTICLE III. UTIIdTY TABe
casualty insurance u shown by the records of the
state treasurer is his capadty ea state insurance Seo. 26.89. Levied; rate.
commissioner, as ezdse or license taz is addition A taz is the amount of nine (9) percent is
to any lawful license or ezdse taz now levied by hereby imposed and levied on each sad every
the village amounting to one (1) percent of the purdtase of eleckidty, metered natural gas, liq-
grose amount of receipts of premiums firm poli- uefied petroleum gas either metered or bottled,
cyholdere on all premiums collected on casualty manufactured gas eiUler metered or bottled within
insurance polides covering property within the the corporate limits of the village within the
corporate limits of the village. corporate limits of the village. A tax of two cents
(b) In the case of multiple-peril polidea with a ($0.02) per gallon is hereby imposed and levied on
single premium for both property sad casualty each and every purchase of fuel oil within the
coverages is such polides, thirty (80) percent of corporate limits of the village.
such premium shall be used as the basis for the (Code 1970, § 88.21; Ord. No.199~69, 1, 6; Ord.
one-percent taz above. No. 222-71, § 1, 1-14-71; Ord. No. 22.79, § 1,
(c) The ezdae or license tea shall be payable 9-27-79; Ord. No. 9.81, § 1, 9-24-81; Ord. No.
annually March 1 of each year after the passing of 16-92, § 1, 9-24.92; Ord. No. 23-93, § 1, 9-23-93;
an ordinance assessing and imposing the taz No. 41-97, § 1, 9-2b-97; Ord. No. 2498, § 1,
10-8-98)
herein authorized. lEditor4 sots-3ectios 8 of Ord. No.24-98 etntea that this
(Code 1970, § 38-19) aadinesce shell take effect on April, 1, 1999.
Sea 86.17. Property insurance premiums. Sea 86.30. Collection.
(e) In accordance with F.S. section 17b.101, (eJ The taz imposed and levied in section 26-29
the village does hereby assess and impose on shall be collected from the purdlaeer of such
every insurance company, corporation or other utilities services and paid by such purchaser for
insurer now engaged in or carrying oa, or who the use of the village to the sellers of such
shall hereafter engage in or carry on, the business eledaidty, fuel oil, metered gas and bottled gas
of property instrance, ae shown by the records of (natural liquefied petroleum gas or manufactured_
the state treasurer is his capadty es state iasur- gas) at the time of the purchaser paying the
ance commissioner, an eaciae or license taz in charge therefor to the seller.
addition to any lawful license or excise fez aow (b) The sellers of electridty, fuel oil, metered
levied by the village amounting to two (2) percent 8~ sad bottled gas (natural liquefied petroleum
of the gross amount of receipts of premiums from g~ or manufactured gas) within the corporate
policyholders on all premiums collected on prop•
arty insurance polidea covering property within '8tatelaw xfexace-Public service tnz euthorixed, F.S.
the corporate limits of the village. ¢ 188.261.
Supp. No. 17 1829
4 28-90 NOBT11 PALM BEACH CODE
• limits of the village shall act as the tez collection aircraft engine, fuel or propellant or for use in
mediums or agencies foe the village, and they internal-combustion engines shall be ezempt from
shall collect from the purchasers of such utilities tazstion hereunder.
services for the use of the village the taz imposed
and levied by this article and shall report and pay (d) The taz imposed by this amide shall not
over to the village all such fazes imposed, levied aPPIY to purdlases by aqy recognired church is
and collected in accordance with the accounting the state for use ezclusively for church purposes.
methods and other provisions of this article. (Code 1970, ¢ 3623; Ord. No. 41-97, ~ 2, 9-2b97)
(c) The sellers of such electridty, fuel oil, me-
tered gas and bottled gas (natural liquefied petro-
Isom gas or manufactured gas) shall axouat for,
report and pay over all moneys received by them
on or before the fifteenth day of each and every
month under the provisions of this amide, and ARTICLE >N TELECOMMUNICATIONS
shall submit such moneys, reports and accounting SERVICE TA%'
to the village treasurer on or before the S:st day
of the month following the fifteenth day of each
month. The accounting and reports which shall Sao. 28.61. Levy= rate.
accompany such payment shall be upon such
forms as can be mutually agreed upon by the There is hereby levied and imposed by the
village treasurer and the sellers of such electric- village a public service taz upon purchases within
ity, fuel oil, metered gas and bottled gas (natural the munidpality of telecommunications services,
liquefied petroleum gas or manufactured gas), as defined is F. S. section 203.012, which origi-
and if no such agreement can be reached, theq note and terminate is this state, at a rate of aiz
shall be upon such forms as are determined by the (6) percent of the total amount charged for any
village treasurer. telecommunications service provided within the _
(Code 1970, ~ 38-22; Ord. No. 199-69, ¢ 6; Ord. No. village or, if the location of the telecommunica
222-71, § 1, 1-1471) tiona service provided cannot be determined, the
total amount billed for such telecommunications
Sec. 2631. Ezemptiona. service to a telephone or telephone number, a
(a) The municipal government of the village, telecommuaicationa number or device, or a
its commissions and agendas, the United States customer a billing address located within the vll-
government, State of Florida, Florida munidpal- lags, ezduding public telephone charges collected
ities and public bodies ezempted by law or court on site, charges for any foreign ezchange service
order shall be ezempted from the payment of the or aqy private line service ezcept when such
taz imposed and levied by this article. are used or sold as a substitute for say
telephone company switched service or dedicated
(b) The taz imposed by this article shall sot be fadlity by which a telephone, company provides a
applied against any fuel adjustment charge, and communication path, access charges, and any
such charge shall be separately stated on each customer axess line charges paid to a local t~le-
bill. "Fuel adjustment charge" shall mean all phone company. However, those telecommunica-
increasea in the coat of utility services to the tiona services described in F. 3. section
ultimate consumes resulting from an increase in
the cost of fuel to the utility subsequent t0 Octo- 'BdItor'~ note--Ord. No. 18-94, adopted Sept 22, 1994,
bar 1, 1973. did not sped8rally emend the Code and at tLe discretion adehe
editor said provisions havo been lacluded herein as Art. lY, 4¢
(c) The purchase of natural gas or fuel oil by a Q~1-28.64. SubaequmtJy, Ord. No. a9.98, adopted Dee 2s,
blic or private utility, either for resale or for toe 1998, replaced provisoes of Ord. No. 18.94 and Lave been
el in the eaeration of electrid or the Included Larein as Art. n; 2861-2864. Providons of Ord.
8 t1'~ No. 69.98 did not spedfieally emend the Code end have bees
chase of fuel oil or kerosene for use as an Included at the discretion of the editor.
Supp. No. 17 1630
• 4.
GF.RTIFIGATF. OF TRLIF. COPY
I, the undersigned Village Clerk of Village of North Palm Beach, Florida, DO HEREBY
CERTIFY that attached hereto is a true and correct copy of the Village Charter as in effect this
date.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of November,
2000.
Y~
lage Clerk
•
• $860.000
VILLAGE OF NORTH PALM BEACH, FLORIDA
PROMISSORY NOTE
GEN .RA . .RTIFI .AT . nF TH . ISS T .R
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 are 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 are 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 $860,000 Promissory Note dated November 15,
2000 (the "Note") by his manual signature, and We 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 Resolution 72-2000 (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 of
our 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 wntesting or affecting the validity of Ute 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, fuumcial 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 at any time material to the issuance of the 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, charge 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 wiW First Union National
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 guaranteed 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.
15. The Issuer hereby certifies that one-half of the Pledged Revenues (as defined in
Resolution 8-97 of the Issuer) collected by the Issuer during the twenty-four months most recently
concluded are at least 1.5 times the maximum amount of principal and interest scheduled to be
made with respect to the Note, the Issuer's Promissory Note, dated March 16, 1999, payable to
Fidelity Federal Savings Bank of Florida and in the original principal amount of $600,000 and the
Issuer's Promissory Note, dated January 31, 1997, payable to Pirst Union National Bank of
Florida and in the original principal amount of $6,560,000 and any other debt or liability of the
Issuer that is secured by a lien upon or pledge of all or aay portion of such Pledged Revenues.
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 15th day of November, 2000.
Sjg a ,r . pfficial Title
Mayor
Village Clerk
(Official Seal)
•
MOYLE~ FLANIGAN~ KATZ~ RAXMOND & SHEEHAN~ P.A.
ATTORNEYS AT LAW
• 62S North Flagler Drive - 9° Floor
West Palm Beach, Florida 33401-4025
P.O. Box 3888
West Pahn Beach, Florida 33402-3888
Telephone: (561) 659-7500
Facsimile: (561) 659-1789
Maatc E. 1tAVMOND
Duect Line: (561) 822-0380 Tallahassee, FL
Ismail: mraymondQmoylelaw.com (8S0) 681-3828
November 10, 2000
yLA FA STMI . - A
CFRTIFTED MATT.
RFTTTRN RF F.TPT F.OTIRSTF.D
Division of Bond Finance
State Boazd of Administration
P.O. Drawer 13300
Tallahassee, Florida 32317-3300
RE: Village of North Palm Beach, Florida
$860,000 Promissory Note
Ladies and Gentlemen:
Notice is hereby given of the impending issuance by Village of North Palm Beach, Florida
(the "Issuer") of the above-referenced Note (the "Note") in the estimated principal amount set forth
above. The Issuer expects to deliver the Note on or about November 15, 2000.
Sincerely,
MOYLE, FLAMGAN, I{t+,TZ,
RAYMOND & SHEEHAN, P.A.
I`Mark E. Raymond
MER/wp
•
•
$s6o,oo0
VILLAGE OF NORTH PALM BEACH, FLORIDA
PROMISSORY NOTE
RF...IPT FOR NO
First Union National Bank (the "Bank"), DOES HEREBY ACKNOWLEDGE receipt from
Village of North Palm Beach, Florida of the Village's Promissory Note, dated November 15,
2000, in the aggregate principal amount of $860,000.
DATED the 15th day of November, 2000.
FIRST UNION NATIONAL BANK
sy:
Its Authorized Representative
•
MOYLE~ FY.ANIGAN, 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
MARK E. RAYMOND
Duect Line: (561) 822-0380 Tallahassee, FL
E-mail: mraymond(a~noylelaw.com (850) 681-3828
November 15, 2000
rERTIFIF.D MAii.
Division of Bond Finance RFTiIRN RF.. -IPT RF~iIA TFD
State Board of Administration
P.O. Drawer 13300
Tallahassee, Florida 32317-3300
RE: Village of North Palm Beach, Florida
$860,000 Promissory Note
Ladies and Gentlemen:
Enclosed herewith please find Form BF-2003/2004-B for the above-referenced fmancing.
No disclosure docttment was used for this financing. If you would like any further information
in regard to this matter, please do not hesitate to call.
/Veyryy~truly yours, ^
/~J
Mark E. Raymond
MER/wp
•
STATE OF FLORIDA
DIVISION OF BOND FINANCE
• LOCAL HOND MONITORING SECTION
This form rspressat• an update aad compilation of tha
SF2003, BP2004-A aad 812004-8 fortaa.
* Bond information forme (BF2003) are required to be completed by local
governments pursuant to Chapter 19A-1.003, Florida Administrative Code
(F.A.C.).
* Bond Disclosure forme SF2004-A (Competitive Sale) or SF2004-B (Negotiated
Sale) as required to be filed with the Division within 120 days of the
delivery of the issue pursuant to Sections 218.36(1)(b)1 and
216.36(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 ae provided by the
Florida Statutes.
* PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE
EXEMPT FROM THESE FILING REQUIREMENTS.
Bl2003
BOND INFORMATION 10RM
PART I. SEEDER INFORMATION
1. NAME OF GOVERNMHNTAL UNIT: Village of North Palm 8each~ Florida
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 5oi ll.S. Highway Ong
North Palm Beach Florida 33dOB
3. COUNTY(ISS) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Palm Reach
4. TYPfi OF ISSUER: COUNTY ~L CITY AUTHORITY
INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT
SPECIFY OTHER
PART II. BOND ISSUE INF0RMATION
1. NAME OF BOND ISSUE: Proms esery Nete
2. AMOUNT ISSUED: $ s6o.oo0 3. AMOUNT AUTHORIZSD:~$ A6o,oo0
4. DATED DATS:_li/is/oo 5. SALE DATB: iV~/eo 6. DELIVERY DATE: ?1/~5/no
7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES- Ch. 166
SPECIAL ACT6
OTHER
B. TYPE OF ISSUE:_GSNSRAL OBLIGATION -SPECIAL ASSESSMENT -SPECIAL
OBLIGATION
.1LRSVSNUS _COP(CSRTIFICATS OF PARTICIPATION) -LEASE-PURCHASE
-BANK IRAN/LINE OF CREDIT -
9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)7 YSS ~ NO
8. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES
NO
2. IF YES, AMOUNT OF ALLOCATIONt $
• 10. SPECIFIC REVENUE(S) PLEDGED:
(1) PRIMARY Franchise Fees
(2) SECONDARY P++hlic Service Tax
(3) OTHER(S)
11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY __8efunding
• (2) SECONDARY ~fi acellaneoua naDital exnendit~re~ -
(3) OTHER(S)
B. IF PURPOSH IS RHFUNDING, COMPLETH THS FOLLOWING:
(1) FOR HACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE
(PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUH (PRINCIPAL AMOUNT
REFUNDED.
Promisa~y N~rP• s/fig/uur 5eoo non;~s91 ago az
(2) REFUNDED DHBT HAS BHHN: X RRTIRBD OR _DSFSASED
(3) A. DID THE REFUNDING ISSUB CONTAIN N8W MONEY? ~YBS _NO
B. IF YES, APPROXIMATELY WHAT PSRCBNT OF PROCEEDS IS NSW MONSY7 31.24 $
12. TYPE OF SALE: _COMPHTITIVS BID -NEGOTIATED X NEGOTIATED PRIVATE
PLACEMENT
13. BASIS OF INTEREST RATS CALCULATION, I.S., INTEREST RATB USED TO STRUCTURE THE
sorro IssuE:
NST INTEREST COST RATH (NIC) 5..22$ TRUE INTEREST COST RATH (TIC) $
CANADIAN INTERHST COST RATE (CIC) $ ARBITRAGB YIBLD (ARBI) $
SPECIFY OTHER:
14. INSURANCE/ENHANCEMENTS: ~GIC _AMBAC -CGIC _CLIC _FGIC -FHA
trtm _MSIA _DIGM _LOC(LBTTER OF CREDIT) SPHCIFY OTHER
_X~lOT INSURED
15. RATING(S):_MOODY'S -S&P _FITCH BUFF&PHSLPS SPHCIFY OTHER
~L_NOT RAT8D
16. DEBT SHRVICS SCHHDULB: ATTACH COMPL8T8 COPY OF SCHBDULE PROVIDING THH
FOLLOWING INFORMATION:
MATURITY DATES (MO/DAY/YR)
COUPON/INTEREST RATES
ANNUAL INTEREST PAYMENTS
PRINCIPAL (PAR VALUE) PAYMENTS
MANDATORY THRM AMORTIZATION
17. LIST OR ATTACH OPTIONAL RSDHMPTION PROVISIONS: M~ be ~Faid at any time
in whole or in Hart
18. PROVIDH THH NAMH AND ADDRESS OF TH8 SHNIOR MANAGING VNDERWRITHR OR SOLH
PURCHASER..
First Union National Bank
1950_Hillaboro Soulevard• 2nd Floer
neerfield Beach Florida Azad
19. PROVIDE THS NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL
CONSULTANT WHO ADVISED THS UNIT OF LOCAL GOVERNMHNT WITH RESPECT TO THS
BOND ISSUH.
• NO BOND COUNSEL ~L_ NO FINANCIAL ADVISOR NO OTHER PR0F888IONALS
BOND COUNSEL(S):
Moyle. Flanigan Katy Raymend a Sheehan n A
2
525 Nerth Flagler Drivq 9th Fl_eer
West Palm Heaeh FL 33401
• FINANCIAL ADVISOR(S)/CONSULTANT(S):
OTHER PROFESSIONALS:
Qp,Orge Aaldwin Ss
City Atternev
330 Federal Highway
Lake Park FL 33403
20. PAYING AGENT ENO PAYING AGENT
21. REGISTRAR ~L_NO RBOIBTRAR
22. COMMENTS: Nene
PART III. R88PONDHNT IN80RNATION
FOR ADDITIONAL INFORMATION, THB DIVISION SHOULD CONTACT:
Name and Title Mark s_ Raymond Aond ceunsal Phone S6t-522-0380
Company _MQy1e_ Flanigan Katz Raymond & Shnehan P
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If differeat from above):
Name and Title Phone
Company
Date Report Submitted ii/i 5f 00
889004-A aad S8Z004-8
Note: THS FOLLOWING ITEMS AR8 REQUIRED TO B8 COMPL8T8D IN FULL FOR ALL BOND
ISSUES EXCEPT THOSE SOLD PURSUANT TO 68CTION 154 PART III; SECTIONS 159
PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES.
23. ANY FEB, BONUS, OR GRATUITY PAID SY ANY IIND8RWRITSR OR BINANCIAL CONSULTANT,
IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT RRoin.aar.Y sMPLOYSD OR
ENOA(1ED AY SUCH UNDERWRITER OR CONSULTANT:
~ NO 188, BONUS OR ORATOITY PAID SY IINDBRWRITSR OR BINANCIAL 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: $ 68RVICB PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY T8S UNIT O8 LOCAL OOVSRNN,ffiiT WITH R8SP8CT TO THE BOND
ISSUE, INCLUDING ANY FSH PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
NO 8885 PAID SY ISSIIBR
• (1) COMPANY NAMB Mey]e Flanigan Katz Ra_ymnnd & Shnehan P A
FE8 PAID: $2 1)00.00 SERVICE PROVIDED or FUNCTION SSRVHD: Aond erns t
(2) COMPANY NAME
3
FEE PAID: $ SERVICB PROVIDED or FUNCTION SERVED:
• (3) COMPANY NAME
FEE PAID: $ SERVICB PROVIDED or FUNCTION SBRVBD:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDBD or FUNCTION SERVED:
PL8A88 PROVIDE T88 SIG•NATIIRS OF 8IT88R TSS CSI 8X8COTIVB OFFICER OF TH8
OOVBRNING BODY OF THS IINIT OF LOCAL OOVSRNMBNT TB8 GOVBRNMBNTAL OFF
PRIMARILY R88PONSI8LE FOR COORDINATING TBS I88II 8 OF T88 80 s
NAME (Typed/Printed:): Shavkat Khan SIGNATUR
TITLE: F nan.e Director DATE:
Br2ooa-B
ITHMS 25 AND 26 MAST 88 COMPLETED FOR ALL BONDS BOLD BY NSGOTIATBD SALB
25. MANAGEMENT FEE CHARGED BY UNDBRWAITBRs $ PER THOUSAND PAR VALUE.
OR
PRIVATE PLACEMENT FBE: $
_]L NO MANAG8M8NT 888 OR PRIVATE PLACHMSNT F8B
26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PSR THOUSAND PAR VALUE.
_7L NO GRO88 SPRBAD
PART IV. RBTIIRN THIS FORM AND T88 1INAL OFFICIAL STATBMBNT, IF ON8 WAS PRBPARSD TOs
Courier Deliveries: Mailing Addreaes
Division of Bond Finance Division of Bond Finance
State Board of Administration State Board of Administration
1801 Hermitage B1Vd., Suite 200 P.O. Drawer 13300
Tallahassee, FL 32308 Tallahassee, FL 32317-3300
Phones 904/488-4762
FAX: 904/413-1315 REVISED Feb. 1997/bf 0304/
•
4
MOYLE~ FLANIGAN~ KA?TZ~ RAYMOND Rt: SHEEHAN~ P.A.
ATTORNBYS AT LAW
• 625 North Flagler Dtive - 9a 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. RAYMOND
Duect Line: (561) 822-0380 Tallahassee, FL
1<mail: mraymond@moylelaw.com (850) 681-3828
November 15, ?.000
CRRT7FIF.D MAiI.
RFT 1RN RRCF.IPT RF.O 11.F4TF.D
Internal Revenue Service Center
Ogden, Utah 84201
RE: $860,000 Village of North Palm Beach, Florida, Promissory Note
Deaz Sir/Madam:
Enclosed please fmd 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, I{ATZ,
RAYMOND & SHEEHAN, P.A.
sy:~G~
MER/wp Mark E. Raymond
Enclosure
•
Fam 8038-G Information Retum for Tax•Exempt Governmental Obligations
? Under Internal Revenue Code section 149(e) OMB No. 7515-0720
(Rev. May 1999) ? See separate Instructions.
txparlmen a uK 7r„wry Caution: Use Form 8038•GC lr the hslre prke fs under f 100,000.
Intertu~ Revenue SeMCe
Re ortin Authorit If Amended Return, check here ? ?
1 Issuer's name 2 Issuer's employer identification number
• Villa a of North Palm Beach Florida 59 16017984
3 Number and sveet (or P.O. box if mail is rwt delivered to street address) RoonJsulte 4 Report number
501 U.S. Highway One c2004 1
5 City. town, or post office, state, and 21P cotle 6 Date of issue
North Palm Beach, FL 33408 11/15/2000
7 Name of Issue 8 CUSIP number '
Promissory Note None
9 Name and title of officer or legal representative whom the IRS may call for more Information 10 TelepMre number d officer a kyal represenutrve
Shatilcat Khan, Finance Director (561 ) 841-3380
T e of Issue check a licable box es and enter the issue rice See Instructions and attach schedule
11 ? Education 11
12 ? Health and hospital 12
13 ? Transportation 13
14 ? Public safety. 14
15 O Environment pncluding sewage bonds) . 15
16 ? Housing 16 '
17 ? Utilities 17
18 ®Other. Describe ? ~ Capital F7caenditures 18
19 If obligations are TANS or RANs, check box ? ? If obligations are BANS, check box ? ? 1
20 If obli ations are in the form of a lease or Installment sale, check box ? ? `
Descri lion of Obli ations. Corn fete for the entire issue for which this form is bein filed.
(a) Final maturity date (b) Iswe price (e) Stated redeaptbn (d) Weighted (e) Yieb
price at maturky average maturity
21 11 15 2010 S 860 000 S 000 ears 'iG
Uses of Proceeds of Bond Issue includin underwriters' discount
22 Proceeds used for accrued interest 22
23 Issue price of entire issue (enter amount from line 21, column (b)) . 23 860 000
24 Proceeds used for bond issuance costs Including underwriters' discount) 24 2100
25 Proceeds used for credit enhancement . 25
26 Proceeds allocated to reasonably required reserve or replacement Lurid 26
27 Proceeds used to currently refund prior issues 27 592 290
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 26) . 29 592 37
30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here . 30 267 630
Descri lion of Refunded Bonds Com lets this art onl for refundin bonds.
31 Enter [he remaining weighted average maturity of the bonds to be currently refunded . ? 4 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 Celled . . ? l 1/15/(1(1
34 Enter the date(s) the refunded bonds were issued ? - 5 18 98
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be irnested in a guaranteed investment convaU (see insUUCtions) 36a
b Enter the final maturity date of the guaranteed investment conUact ? . '
37 Pooled financings: a Proceeds of this issue that are [o be used to make loans to other governmen[ai units 37e
b If this issue is a loan made from the proceeds of another tax-exempt Issue, check box ? ? and enter the name of [he
issuer ? and the date of the issue ?
38 If the issuer has designated the issue under section 265(b)(3)(B)I)(III) (small Issuer exception), check box ?
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ? ?
40 If [he is uer has identified a had e, check box ? ?
Under pe ' s a perjury. I declare that I have examined tMS r end accompanylrg schetluks and statements. and to the Dest or my krgwledge
and Defier. are Uue, correct, end complete.
Please
Sign 11/15/00 Shaukat Kahn, Finance Director
Here , 5ignat i oar's authorized representative Oate ' Type a print name and title
For Paperwork Reduction Act Notice, see page 2 0! the Instructions. cat. No. 677775 Form 6038-G (Rev. 5.991
!>t2f
$860,000
• VILLAGE OF NORTH PALM BEACH, FLORIDA
PROMISSORY NOTE
DISCLOSURE STATEMENT OF
FIRST UNION NATIONAL BANK
November 15, 2000
Village of North Palm Beach, Florida
North Palm Beach, FL
Moyle, Flanigan, Katz
Raymond & Sheehan, P.A.
West Palm Beach, FL
Ladies and Gentlemen:
In connection with the purchase of the $860,000 aggregate principal amount Village of
North Palm Beach, Florida (the "Issuer"), Promissory Note, dated November 15, 2000 (the
"Note"), the undersigned purchaser of the Note (ttte "Original Purchaser"), is providing the
following information with respect to the arrangements made for the purchase of the Note. 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 ffie 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:
• First Union National Bank
1950 Hillsboro Boulevard
2nd Floor
Deerfield Beach, FL 33442
• (g) The Village is proposing to issue $860,000 of debt for the purpose of financing
various capital expenditures and refinancing certain existing debt. This debt is
expected to be repaid over a period of approximately 10 yeazs. Total interest paid
over the life of the debt will be approximately $211,070.00. The sources of
repayment or security for the Note are franchise foes and public service taxes
levied by the Issuer. Authorizing this debt could result in approximately
$1,071,070.00 of franchise foes and public service taxes of the Issuer not being
available for other uses by the Issuer.
Very truly yours,
FIRST UM NATIONAL BANK
By:
Authorized Officer
•
2
MOYLE, FLANIGAN, KATZ, RAYMOND BL SHEEHAN, P.A.
ATTORNEYS AT LAW
• 625 North Flagler Drive - 9°i 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
M~.tttc E. R,?vntoNn
Duect Line: (561) 822-0380 Tallahassee, FL
E-mail: mraymond@moylelaw.com (850) 681-3828
November 15, 2000
Village of North Palm Beach
North Palm Beach, Florida
First Union National Bank
Deerfield Beach, Florida
Re: $860,000 Village of North Palm Beach, Florida Promissory Note
dated November 15, 1A00
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance and sale by the Village of
North Palm Beach, Florida (the "Issuer") of its $860,000 aggregate principal amount Promissory
Note dated November 15, 2000 (the "Note"). The Note is issued pursuant to the Constitution and
Laws of the State of Florida, including particularly Article VIII, Section 2 of the Florida
Constitution, Chapter 166, Florida Statutes, the Charter of We Issuer and a resolution adopted by
the Issuer November 9, 1A00 (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 older
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 of public officials and outer officers and representatives of the various parties
participating in this transaction, furnished to us, without undertaking to verify the same by
independent investigation. We have assumed the genuineness of all signatures on all documents
• and instruments, the authenticity of documents submitted as originals and the conformity to
originals of documents submitted as copies.
Village of North Palm Beach
Fidelity Federal Savings Bank of Florida
November 15, 2000
• 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 set forth below are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the federal income tax laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion as of the date hereof and
under existing law, as follows:
1. The Issuer is duly created and validly existing as a municipality pursuant to the
Constitution and Laws of the State of Florida, with the power to adopt the Resolution, perform
its obligations thereunder and to issue the Note.
2. The Resolution has been duly adopted by the Issuer and constitutes the valid and
binding action of the Issuer. The Note has been duly authorized and executed by the Issuer and
constitutes a valid and binding obligation of the Issuer enforceable against the Issuer in accordance
with its terms, payable solely from the sources provided therefor in the Resolution.
3. The interest on the Note is excludable 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 fast sentence of this paragraph are 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 comply with 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.
4. The Note is exempt from all present intangible personal property taxes imposed by
the State of Florida.
5. The Note is a "qualified tax~xempt 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.
Village of North Palm Beach
Fidelity Federal Savings Bank of Florida
November 15, 2000
• Page 3
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 of the bankruptcy
laws of the United States of America and to other applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or affecting creditors' rights, and that their
enforcement may also be subject to equitable principles that tray affect remedies or other equitable
relief.
Very truly yours,
>w
LAW OFFICES
GRANT AND BALDWIN
330 FEDERAL HIGHWAY
• LAKE PARK, FLORIDA 33403
TELEPHONE (587)845.1700
FACSIMILE (561)842-1548
e-mail: brantandbaid~nAn~ca.com
GEORGE W. BALDWIN WILLIAM GRANT
GEORGE (WALLY) BALDWIN, JR. RETIRED
CHARLES M. PIGOTT
OF COUNSEL
November 15, 2000
Mayor and Village Council
Village Hall
501 U.S. Highway One
North Palm Beach, Florida 33408
First Union National Bank
Deerfield Beach, Florida
Moyle, Flanigan, Katz, Raymond & Sheehan, P.A.
625 North Flagler Drive, 9th Floor
West Palm Beach, Florida 33401-4025
Re: $t3(i0,000.00 Village of North Palm Beach, Florida, Promissory Note dated
November 15, 2000
Ladies and Gentlemen:
I have acted as Village Attorney for the Village of North Palm Beach, Florida, (the "Village")
in connection with the $860,000.00 Note from the Village of North Palm Beach, Florida,
dated November 15, 2000, and payable to the order of First Union National Bank or
registered assigns. In such capacity, I have examined the following:
a. Resolution No. 72-2000 adopted by the Village Council on November 9, 2000,
authorizing the issuance of a Note in principal amount of $860,000.00 to finance
various capital expenditures and refinance other debt of the Village (the
"Resolution");
b. The Charter of the Village of North Palm Beach, as amended (the "Charterr), and
Chapter 166, Florida Statutes, as amended; and
• c. Such other documents, certificates, records and proceedings as I have considered
necessary to enable us to render this opinion.
Mayor and Village Council
• First Union National Bank
Moyle, Flanigan, Katz, Raymond & Sheehan, P.A.
November 15, 2000
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 deliver of the Note specified
herein. The Resolution constitutes the legal, valid and binding obligation of the
Village, enforceable in accordance with its 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. The ordinances and Resolution authorizing the Franchise Fee and Public Service
Tax, as referred to in the definition of `pledged revenues" of the Resolution, have
been duly adopted and are in full force and effect. The Village is lawfully
empowered to pledge and has pledged the Pledged Revenues to the payment of
the Note, as defined in and as described in the Resolution.
4. 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 Note or the security therefor.
Yo rs very truly,
eorge . Bal in
Village Attorney
• GWB:arh
Wllage\1 st-unlo.tlr
L-
~i ,1=
• November 15, 2000 $860,000:00 ~ . ~ • , i
- _;!-
VILLAGE OF NORTH PALM BEACH, FLORIDA, _ -_-
- PROMISSORY NOTE --• - - -
BERTHS 2000A - - w. -~
.
KNOW ALL MEN BY THESE PRESENTS that the Village of North Palm Beach, Florida --: ~ . ~-
~-
~
~ •-_
(the "Issuer"), a municipal corporation of the State of Florida created and existing pursuant to the -
Consdtution and the laws of the State of Florida, for value received, promises to pay solely from
the sources hereinafter provided, to the order of First Union National Bank or registered assigns
(hereinafter, the "Owner"), the principal sum of $860,000 or such lesser amount as shall be _ --
outstanding hereunder, together with interest on the principal balance outstanding at the rate of
5.22% per annum subject to adjustment as hereinafter provided. All computations of interesf on ~ _-
this Nole shall be based upon a year of 360 days consisting of twelve 30-day months. - _ _ _
Principal of and interest on this Note are payable in lawful money of the United States of -.
America at such place as the Owner may designate to the Issuer.
Interest on the outstanding principal balance of this Note shall be due and payable in - -
arreazs, on the 15th day of each and every February, May, August and November commencing
February 15, 2001, to and including the Maturity Date (hereinafter defined). Installments of .
principal on this Note shall be payable on the 15th day of each February, May, August and -
November, commencing February 15, 2001, in the amounts set forth on Exhibit "A" attached -
hereto. The entire unpaid principal balance, together with all accrued and unpaid interest hereon,
shall be unconditionally due and payable in full on November 15, 2010 (the "Maturity Date").
All payments by the Issuer pursuant to this-Note shall apply first to accrued interest, then to other
chazges 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 Internal Revenue Service to be includable in the gross income of the
Owner for federal income tax purposes under the Code. ' -
- 1--
-~~..,
(3) "Maximum Corporate Tax Rate" shall mean the highest marginal rate of the '- -'~ ~ ;
:-_
• United States Federal Income Tax applicable to the taxable income of corporations, without -,
regard to any increase in tax designed to normalize the rate for all income at the highest
mazginal tax rate, which rate on the date hereof is 35%.
Upon the occurrence of a Determination of Taxability, the interest rate on this Note shall -r=~-
be adjusted to a rate equal to 154% of the interest rate otherwise borne hereby (the "Adjus[ed • • -_ - ~ ~
-=='?=lr-~~~-t~
• Interest Rate"), as of acrd from the date such Determination of Taxabllity would be applicable
with"_ _ -'"'w`
respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the nett interest paymem dale
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 -- ~ -=
t ~
Taxability, a~ (B) the actual interest paid by the Issuer on this Note from the Accrual Date to
the ° • -- ; t :-;
date of Determination of Taxability, and (2) any interest and penalties required to be paid~as
a_''~ ~_r
result of any additional State of Florida and federal income taxes imposed upon such Owner siiT/oi'~~_ --',:_'
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 tbe 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 Ure interest on this Note could be declared taxable under the Code sha_
11 - ~ _-
have expired. -
In the event that the Maximum Corporate Tax Rate is decreased from 3596, then from and.:. - _
after the date of such decrease, the interest rate otherwise borne by this Note shall be adjusted to -
product obtained by multiplying the interest rate otherwise borne by this Note by a fraction, the -: ~-
numerator of which is 1 minus the Maximum Corporate Tax Rate as decreased, and the -
denominator of which is .65.
The Issuer has designated this Note as a "qualified tax-exempt obligation" pursuant to
Section 265(b)(3)(B) of the Code. In the event that this Note should not be a qualified tax-exempt ~ -
obligadonunder the Code then the interest rate on this Note shall be adjusted by the Owner so that _-
the Owner receives the same after-tax yield on this Note as it would have had the Note been a -
qualified tax-exempt obligation. -
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. Prepayments of principal shall be applied to the scheduled installments of
principal hereon in inverse order'of maturity. ~ -
In addition to principal, interest and any other amounts due user this Note, the Issuer-shall = ' ` "-
on demand pay to the Owner any "Breakage Fee" due hereunder for each Break Event. "Break = =
Event" means 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, but for that prepayment - _
or acceleration, have become due ("Scheduled Due Dare"). For each date on which a Break Event
occurs ("Break Dare a Breakage Fee shall be due only if the rate under "A" below exceeds the --
rate under "B" below and shall be determined as follows: - - -
Breakage Fee =the Present Value of ((A-B) x C) + LIBOR Breakage, where: ~- - ~-
• A = A rate per annum equal to the sum of (1) the bond equivalent yield (bid side) of the . -._.
U.S. Treasury security with a maturity closest to the Maturity Date as reported by
TI>,~ a'sll Sy[s~l ,LoyID31(or other published source selected by the Owner) on the . .
date the initial interest rate on this Note was set (which was November 3, 2000) --
2 .:_-_ ::i~.
Page 3
-.'' '1 ~.J,t.ir ..i-
_-• =1i
acceleration the Issuer shall also be obli ated to a (but onl from the Pled ed Revenues as ~ , ' - _ ~ i
• 8 P Y Y S ) part` .
of the indebtedness evidenced by this Note, all costs of collegtion and enforcement hereof, _ ~ ~ -
including such fees as may be incurred on appeal or incurred in any proceeding under banlmtptcy - _
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~=^ i
to as part of the indebtedness evidenced by this Note a. late payment fee in the amount of Syb of~~~-`.M-_'
the delin uent a ent which late a ~ `
q p ym p yment fee shall be due`and payable immediately: `L. ~"'":r`
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 an event of default. --
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 CREDTI' 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 November 9, -
2000, as from time to time amended and supplemented (herein referred to as the "Resolution"), -~
and is subject to all the terms and conditions of the Resolution. All terms, conditions and " _
provisions of the Resolution are by this reference thereto incorporated herein as a part of this _ -
Note. Tetras used herein in capitalized form and not otherwise defined herein shall have the.-- -
meanings ascribed thereto in the Resolution. - .-. ---
This Note is payable solely from a~ is secured by a lien upon and pledge of the "PledgedY =
Revenues" as described in tbe 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 othetlvise 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
4 _ . --.
31 1 I } 1} I •it
I~ 11~_'~ _I t 13.1 ~ i j i}.;
: - - i it .I I ~ ~.~I I I~ ' I;. i~ 'i II
manner as required by law, and that the issuance of this Note is tn' fttll compliance wtth'and does.-' ~ 1=
• not excee3 or violate any constitutional or statutory lmutation ~ _ _ _ _ , ,
~ ----
IIV WITNESS WHEREOF, the Village Of Notch Palm Eeach, Florida has caused this~Note - -= ~ ±'-
to be executed in its name bythe.manual. signature of its Mayor and attested by the manual
signature of its City Clerk a"ll this-i5tli day of Novembec,_2000 - ' _ ~ ~ ~
_ VILLAGE OF.NORTH PALM BEACH,
_- - • --.. . ....FLORIDA , . -~_ , -_: ~ ~~'~~_-"M," - ~ _s
_
: _ _ - Mayo`. _
_
Attest: : _ -
C t3' Clerk _ - - - _
•
}
_- -._ - - -_ - .- _ ~-. - -1•
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~ ~ ~ 02/iSN1 • S ~~•11,a19.a6 ~ i ~ 11,461.36 ~ S 22,960.94 ~ ~ .
OS!15/Ot S 11,660.88 S 11b10.96 S 23260b4 '
08/16/01 t 11,622.16 S 11,762.47 t 23,681,8b
• 11/16N1 a 11,97&48 S 11A16.97 a 23,892.43
07/16/07 • i ~ 12,161.76 i 12,071A6 i 2404.13
Oa/16AQ t 12,291.00 i 12,?29A1 S 24,820.10
OB/15~02 S t2,461A9 S 12,3E9.60 S 24,610.09
11/16N2 ~f 12,613.98 S 12,660.27 - S .26,16{.25
02!16103 ~S ~ 12.778.58 S 12,714.05 t .20.492.84
06/16A3 t 12945,35 S 12,679.97 S 25,923.32
08/16/03 S 13.11429 f 13,018.06 S~ 26.182.34
11H6103 S 13,28b.43 S 13218.33 S 28.503.76
07/16104 t 13,469.90 i 13,990.93 S 26,649.63
05/1616{ S 13,63xAx i 13,666.6E S 27,200.02
08/15104 S 13,612.37 S 10.f42,81 S27,664.98
1 V7610x S 13.99282 i 13,921.96 S 27,814b7
Ov16J06 i 14,17523 t 14,103.83 S 28278.66
06/16/06 S 14,96021 6 1428T.8D S 28,847.80
06/16J05`i -X14,647.61 i 14,474.14 i 29,021.78
11H6/0.S ~S~ ~- 14,737.46 ~ i 1<,963.M S 29,400.60 ' '
02/15/06 S 14,929.76 i 14,Oi29.78
05/15/06 S 16,124.62 ~ S 10.12x.62
08/15/06 S ~ 16,321.98 S 16,321A9
11/1606 S "76,621A5 ~ S. 16,621.96
OL1b07 S 16,724.51 S 16,724b1
06/16/07 S 15.929.71 S 15,929.71 '
OaH6/07 S 18,137.68 i 16,137.68
11/16/07 i 18.349.19 S 18,346.W
O7//6o0E S 16,661.63 S 16,361.63
05?15?OB S 16,777.66 S 16,777.86
08/15/08 S 16,008.81 S 16,996.81
11/161DB t 17216.12 S ~ 17,216,62
02/16,89 S 17,4x3.12 S 17,443.12
06/15/09 S 17,670.7b S 17,870.7b
08/16100 S 17,901.35 S 17A01,96
11/16/09 S 18,194A6 S 18,134.06
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FUNDING INSTRUCTION LETTER
• First Union National Bank
1950 Hillsboro Boulevard
2nd Floor, FL 6005
Deerfield Beach, FL 33442
Ladies and Gentlemen:
You are hereby requested, authorized and duetted to fund the loan in the amount of
$860,000, under the Promissory Note dated November 15, 2000 in the following manner:
1. Please wire transfer the amount of $591,269.82 as follows:
Fidelity Federal Bank & Trust
ABA A~267087358
for credit to: Village of North Palm Beach-Loan x/29503968
2. Please pay your attorney's legal fees and expenses in the amount of $2,100.00 as
follows:
Wire to:
Bank of America, N.A.
5519 West Idlewild Avenue
Tampa, FL 33614
ABA (R/TA~ 063100277
Credit Account: Moyle, Flanigan, Katz, Raymond
& Sheehan, P.A., Firm Account
Account Number: 1600160212
3. Please wire the amount of $266,630.18 as follows:
Bank of America, N.A.
ABA N 067008582
For Credit to: Village of North Palm Beach
Account N 0034 4641 2194
Dated as of November I5, 2000
VILLA OF NORTH PALM BEACH, FLO A
• By.
Its: Fin
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