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2001-046 Note to Finance Capital Projectsr 1 LJ RESOLUTION 46-2001 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA; AUTHORIZING THE ISSUANCE OF A NOTE OF THE VILLAGE IN THE PRINCIPAL AMOUNT OF $2,800,000 TO FINANCE VARIOUS CAPITAL EXPENDITURES; PROVIDING THAT SUCH NOTE SHALL BE A LIMITED OBLIGATION OF THE VILLAGE SECURED BY FRANCHISE FEES AND PUBLIC SERVICE TAXES OF THE VILLAGE; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES FOR THE OWNER OF SUCH NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, THAT: Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village of North Palm Beach, Florida, and other applicable provisions of law. Section 2. Definitions. The following words and phrases shall have the following meanings when used herein: "Act" means Article VIII, Section 2 and Article VII, Section 12 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer, and other applicable provisions of law. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Ofl`ice of the Original Purchaser is closed. "Clerk" means the duly appointed Village Clerk of the Issuer, or any duly authorized deputy thereof. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Issuer" means the Village of North Palm Beach, Florida, a municipal corporation of the State of Florida. • "Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the Vice-Mayor of the Issuer. "Note" means the Note of the Issuer authorized by Section 4 hereof. "Original Purchaser" means Bank of America, N.A. • "Owner" means the Person or Persons in whose name or names the Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledged Revenues" means (i) all fees derived by the Issuer from the granting of franchises to provide telephone and telegraph service, electric light and power facilities and facilities for the purchase, transmission, distribution and sale of natural gas within the Village (the "Franchise Fees"), including, but not limited to, those fees derived pursuant to Resolution No. 5-90 adopted by the Village Council on March 8, 1980, Ordinance No. 14-80, enacted by the Village Council on July 24, 1980 and Ordinance No. 11-80, enacted by the Village Council on May 22, 1980 and (ii) all of the proceeds derived by the Issuer from the imposition of a tax on the purchase of electricity, metered or bottled gas (natural liquified petroleum gas or manufactured), pursuant to the provisions of Section 166.231, Florida Statutes, as amended and supplemented (the "Public Service Tax"). "Principal Oflice" means, with respect to the Original Purchaser, the office located at 625 North Flagler Drive, West Palm Beach, Florida 33401 or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means various capital expenditures of the Village. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any Supplemental Resolutions. "State" means the State of Florida. "Supplemental Resolution" means any resolution amendatory or supplemental to this Resolution adopted by the Issuer in accordance with Section 9 hereof. Section 3. Resolution to Constitute a Contract. In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. Section 4. Authorization of Note. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer is hereby authorized to be issued under and secured by this Resolution, in the principal amount of $2,800,000 for the purpose of providing funds to pay for the Project. Because of the characteristics ofthe Note, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note at a private negotiated sale. Prior to the issuance of the Note the Issuer shall receive from the Original Purchaser the disclosure statement containing the information required by Section 218.385, Florida Statutes. . Section 5. Description of Note. The Note shall be dated the date of its execution and delivery, which shall be May 31, 2001 unless another date is agreed upon by the Mayor and the Original Purchaser, and shall have such other terms and provisions, including the interest rate and 2 maturity date, as stated in the form of Note attached hereto as Exhibit A. The Note is to be in the • form set forth on Exhibit A attached hereto. The Note shall be executed on behalf of the Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal of the Issuer, and be attested with the manual signature of the Clerk, and the said Mayor and Clerk are hereby authorized to execute and attest to the Note on behalf of the Issuer. Section 6. Registration and Exchanee of Note: Persons Treated as Owners. The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7. Payment of Principal and Interest: Limited Obli ag lion. The Issuer promises that it will promptly pay the principal of and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. Notwithstanding any other provision hereof, the principal of and interest on the Note shall be secured solely by and payable from the Pledged Revenues and the Owner shall have no recourse to any other assets of the Issuer for payment of amounts due on the Note. The Issuer covenants that for so long as the Note shall remain unpaid, it will not repeal the existing Franchise Fee agreements or modify such agreements so as to reduce the rate at which such fees are levied as of this date or otherwise modify such agreements in any manner so as to impair or adversely affect the ability of the Issuer to levy and collect the Franchise Fees, and the Village agrees that it will use its best efforts to the extent permitted by law to assure that any Franchise Fee agreement which expires prior to repayment of the Note will be renewed or renegotiated on a basis comparable to the expiring agreement so as to produce the same or a higher level of fees as is obtained under the existing agreement. Further, the Issuer covenants that for so long as the Note shall remain unpaid, it will continue to impose a Public Service Tax, and will not amend or repeal the provisions of the resolutions and/or ordinances of the Issuer that impose the Public Service Tax as of the date hereof so as to reduce the rate at which the Public Service Tax is collected, or otherwise modify the proceedings of the Issuer relevant to the Public Service Tax in any manner so as to impair or adversely affect the ability of the Issuer to levy and collect the Public Service Tax. To the extent permitted bylaw, the Issuer shall impose a Public Service Tax at such rate as shall, together with the Franchise Fees collected by the Issuer, be sufficient to pay the principal of and interest on the Note as the same shall become due and payable. To the extent permitted by law, the Issuer shall establish Franchise Fees in such amounts as shall, together with the Public Service Tax, be sufficient to pay the principal of and interest on the Note as the same shall become due and payable. Chapter 2000-260, Laws of Florida (the "Telecommunications Act") may have repealed the authority of the Issuer to impose franchise fees under Resolution No. 5-90 (Southern Bell Telephone and Telegraph). For purposes of applying Section 54 of the Telecommunications Act to the Issuer, the Issuer shall treat the Note as if it were issued prior to the enactment of the 3 Telecommunications Act and to the extent a like sum of revenue received by the Issuer would be • deemed under the Telecommunications Act to replace the Issuer's franchise fee under Resolution No. 5-90 (Southern Bell Telephone and Telegraph) such revenue shall, without further action of the Issuer become part of the Pledged Revenues hereunder. The Village will not issue any other obligations or incur any liability payable from the Pledged Revenues and having a right to payment therefrom that is prior to the right to repayment therefrom of the Note. Furthermore, the Issuer will not issue any other obligations or incur any liability payable from the Pledged Revenues unless (i) there is no default with respect to payment of the principal of or interest on the Note or otherwise hereunder and (ii) one-half of the Pledged Revenues collected by the Issuer during the 24 full months most recently concluded preceding the date of issuance of such additional debt or incurrence of such additional liability shall be at least 1.5 times the maximum amount of principal and interest or other form of payment scheduled to be made with respect to the Issuer's Promissory Note dated November 15, 2000 in the original principal amount of $860,000, the Issuer's Promissory Note dated March 16, 1999 in the original principal amount of $600,000, the Issuer's Promissory Note dated January 31, 1997 in the original principal amount of $6,560,000, the Note, any other debt or liability of the Issuer that is secured by a lien upon or pledge of all or any portion of the Pledged Revenues (all of which is referred to herein as the "Secured Debt") and such additional debt or liability during any twelve month period after the date of issuance of such additional debt. Section 8. Compliance with Tax Reuirements. The Issuer hereby covenants and agrees, for the benefit of the Owners from time to time of the Note, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the Foregoing, the Issuer covenants and agrees: (1) to refrain from using proceeds of the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the Code; and (2) to refrain from taking any action or omitting to take any action if such action or omission would cause the Note to become an arbitrage bond under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. The Issuer reasonably expects that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) to be issued by it during 2001 will not exceed $5,000,000. There are no entities that issue bonds on behalf of the Issuer nor are there any subordinate entities which issue tax-exempt bonds. The Issuer expects that at least 85% of the proceeds from the sale of the Note will be allocated to capital expenditures within the three year period beginning on the date of issuance of the Note and that the Issuer will within six months incur a substantial binding obligation to a third-party to expend at least five percent of the proceeds of the Note on such capital projects, and that completion of the capital projects will proceed with due diligence. 4 Section 9. Rate Covenant. The Issuer covenants that in each fiscal year of the Issuer, the amount of the Pledged Revenues received by the Issuer shall be at least 125% of the amount of principal and interest due and payable on the Secured Debt in such fiscal year. Section 10. Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Note except with the written consent of the Owner of the Note. Section 11. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 12. Note Mutilated, Destroved, Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so surrendered shall be cancelled. Section 13. Imnairment of Contract. The Issuer covenants with the Owner of the Note that it will not, without the written consent of the Owner of the Note, enact any ordinance or resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder. Section 14. Budget and Financial Information. The Issuer will cause an audit to be completed of its books and accounts and shall furnish to the Owner of the Note audited year-end financial statements of the Issuer certified by an independent certified public accountant acceptable to the Owner to the effect that such audit has been conducted in accordance with generally accepted auditing standards and stating whether such financial statements present fairly in all material respects the financial position of the Issuer and the results of its operations and cash flows for the periods covered by the audit report, all in conformity with generally accepted accounting principles applied on a consistent basis. The Issuer shall adopt an annual budget as required bylaw. The Issuer shall provide the Owner of the Note with (i) a copy of its annual operating budget for each fiscal year ending after September 30, 2001 and any capital improvement plan ("CIP") promptly (but no later than 60 days) after it is adopted, in the case of the budget or prepared, in the case of any CIP, and (ii) its audited financial statements for each fiscal year ending on and after September 30, 2001 promptly upon the same becoming available and in all events within 150 days after the end thereof accompanied by a certificate signed by an authorized officer of the Issuer stating whether the Issuer is in compliance with all representations, warranties and covenants of the Issuer in this Resolution, in the Note and in the Loan Agreements, and if not, identifying the nature of such non-compliance. The Issuer hereby covenants that it shall promptly give written notice to the Owner of the Note of 5 any litigation or proceeding which if determined adversely to the Issuer would adversely affect the • security for the payment of the Note. Section I5. Remedies of Noteholder. Should the Issuer default in any obligation created by this Resolution or the Note, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any ofFcer thereof. Section 16. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 17. Business Davs. In any case where the due date of interest on or principal of the Note is not a Business Day, then payment of principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 18. Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State. Section 19. Rules of Interpretation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 20. CantlOnS. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Section 21. Officers and Emplovees of the Issuer Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any member of the Village Council of the Issuer, or any officer, agent or employee, as such, of the Issuer past, present or future, it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the members of the Village Council of the Issuer, or the officers, agents, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, of, and any and all such rights and claims against, every such member of the Village Council of the Issuer, and every officer, agent, or employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements contained in this Resolution, or implied 6 therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Note on the part of the Issuer. Section 22. Authorizations. The Mayor and any member of the Village Council, and such other officials and employees of the Issuer as may be designated by the Mayor are each designated as agents of the Issuer in connection with the issuance and delivery of the Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. Section 23. Section 265 Designation Note. The reasonably anticipated amount of tax-exempt obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the Issuer during 2001 does not exceed $10,000,000. There are no entities which are subordinate to or which issue obligations on behalf of the Issuer. The Issuer hereby designates the Note as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the Code. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Note to no longer be a "qualified tax-exempt obligation." Section 24. Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 25. Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 10TH D, ST: IL AGE CLERK ~ • V:\RESOLUTIONS\2001 RESOLUTIONS\BANKAMERICA 2.DOC 7 May 31, 2001 • VILLAGE OF NORTH PALM BEACH, FLORIDA PROMISSORY NOTE SERIES 2001 $2,800,000.00 KNOW ALL MEN BY THESE PRESENTS that Village of North Palm Beach, Florida (the "Issuer"), a municipality of the State of Florida created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Bank or America, N.A. or registered assigns (hereinafter, the "Owner"), the principal sum of $2,800,000.00 or such lesser as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate per annum equal to the Applicable Rate (as hereinafter defined) (subject to adjustment as hereinafter provided) based upon a year of 360 days for the actual number of days elapsed. Principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Owner may designate to the Issuer. Interest on the outstanding principal balance of this Note shall be due and payable in arrears, on the last day of each and every May and November, commencing November 30, 2001, or, if any such day is not a Business Day, the next succeeding Business Day, to and including the Maturity Date (hereinafter defined). Installments of principal on this Note shall be payable on the last day of each May and November, commencing November 30, 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 due and payable in full on May 31, 2011 (the "Maturity Date"). All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to the principal sum due. As used in this Note, (1) "Applicable Rate" for each Interest Period shall mean a rate that is equal to the LIBOR Rate plus 0.585%; (2) "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto; (3) "Determination of Taxability" shall mean interest on this Note is determined or declared, by the Internal Revenue Service or a court of competent jurisdiction to be • includable in the gross income of the Owner for federal income tax purposes under the Code. (4) "Interest Period" shall mean each period commencing on each Interest Rate Adjustment Date and ending on, but not including, the next Interest Rate Adjustment Date, provided that the first Interest Period shall commence on May 31, 2001. • (5) "Interest Rate Adjustment Date" shall mean the last day of each May and November, commencing November 30, 2001, or, if any such day is not a Business Day, the next succeeding Business Day, (6) "Libor Rate" means for each Interest Period, the offered rate for deposits in United States dollars in the London Interbank Market for a one hundred eighty (180) day period which appears on the Telerate screen page 3750 as of 11:00 a.m. (London time) on the day that is two London Banking Days preceding the first Business Day of the Interest Period. If at least two such offered rates appear on the Telerate screen page 3750, the rate will the be azithmetic mean of such offered rates. If such offered rate is not reported or is misquoted on Telerate, the Owner may, in its discretion, use any other compazable publicly available index or reference rate showing rates for United States dollar deposits in the London Interbank market as of the applicable date. (7) "London Banking Day" shall mean each day other than a Saturday, a Sunday or any holiday on which commercial banks in London, England are closed for business. (8) "Maximum Corporate Tax Rate" shall mean the highest mazginal rate of 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 marginal 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 be adjusted to a rate equal to 154% of the interest rate otherwise borne hereby (the "Adjusted Interest Rate") calculated on the basis of a 360-day yeaz for the actual number of days elapsed, as of and from the date such Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Issuer shall on the next interest payment date (or, if this Note shall have matured, within 30 days after demand by the Owner) hereon pay to the Owner, or any former Owner, as may be appropriately allocated, an amount equal to the sum of (1) the difference between (A) the total interest that would have accrued on this Note at the Adjusted Interest Rate from the Accrual Date to the date of the Determination of Taxability, and (B) the actual interest paid by the Issuer on this Note from the Accrual Date to the date of Determination of Taxability, and (2) any interest and penalties required to be paid as a result of any additional State of Florida and federal income taxes imposed upon such Owner and/or former Owner arising as a result of such Determination of Taxability; and (ii) from and after the Date of the Determination of Taxability, this Note shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as the federal statute of limitations under which the interest on this Note could be declazed taxable under the Code shall have expired. In the event that if the Maximum Corporate Tax Rate is decreased from 35%, 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. 2 • The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time. There shall be no prepayment premium or penalty. Upon the occurrence of an event of default then the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay (but only from the Pledged Revenues) as pan of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic stay. If any payment hereunder is not made within ten (10) days after it is due, then the Issuer shall also be obligated to pay as a pan of the indebtedness evidenced by this Note a late payment fee in the amount of 5% of delinquent payment, which late payment shall be due and pa}~able immediately. Interest at the lesser of 18% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of a defattit described in the preceding pazagraph, irrespective of a declaration of maturity. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREivf 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 May 10, 2001, 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 aze 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 and is secured by a lien upon and pledge of the "Pledged Revenues" as described in the Resolution. Notwithstanding any other provision of this Note, the Issuer is not and shall not be liable for the payment of the principal of and interest on this Note otherwise monetazily 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. 3 • It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Village of North Palm Beach, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its Village Clerk, and its seal to be impressed hereon, all this 31st day of May, 2001. [SEAL] VILLAGE OF NOIjTH P~,I~ BEACH, FLORIDA By: Attest: ~~ illage Clerk ' • C'\WINDOWSdEMP\PROMISSORY NOTE(q.DOC