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2006-023 Bank of America Loan for Golf Course RenovationsRESOLUTION NO. ~6 - Z~ 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 $4,893,673.OO,TO FINANCE CERTAIN CAPITAL EXPENDITURES RELATING TO THE MUNICIPAL GOLF COURSE AND COUNTRY CLUB OF THE VILLAGE; PROVIDING THAT SUCH NOTE SHALL BE A LIMITED OBLIGATION OF THE VILLAGE PAYABLE FROM CERTAIN REVENUES AS PROVIDED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH BANK OF AMERICA, N.A.; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE BANK; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA: Section 1: Authority ror 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: De initions. Words and phrases used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement attached hereto as Exhibit A, and in addition, the following terms shall have the following meanings when used herein: "Bank" means Bank of America, N.A., and its successors and assigns as registered owner of the Note. "Village" means the Village of North Palm Beach, Florida, a municipal corporation of the State of Florida. "Loan Agreement" means the Loan Agreement between the Village and the Bank authorized by Section 4 hereof. "Mayor"means the Mayor of the Village, or in his or her absence or inability to act, the Vice- Mayor ofthe Village. - "Note" means the Note of the Village authorized by Section 4 hereof. "Project" means various capital expenditures of the Village relating to the municipal golf course and country club owned and operated by the Village, or such other use as approved by the Village Council of the Village and approved by bond counsel to the Village for federal income tax purposes. "State"means the State of Florida. Section 3: Resolution to Constitute a Contract. In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by the Bank, this Resolution shall constitute a contract between the Village and the Bank. Section 4: Authorization o Note. Subject and pursuant to the provisions of this Resolution, an obligation of the Village is hereby authorized to be issued under and secured by this Resolution, in the principal amount of $4,893,673.00 for the purpose of providing funds to finance the Project. Because of the characteristics of the 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 Village to accept the offer of the Bank to purchase the Note at a private negotiated sale. Prior to the issuance of the Note the Village shall receive from the Bank the disclosure statement containing the information required by Section 218.385, Florida Statutes. Section 5: Descri tp ion of Note. The Note shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Village and the Bank, and shall have such other terms and provisions, including the interest rate and maturity date, as stated in the form of Note attached to the Loan Agreement as Exhibit A. The Note is to be in substantially the form set forth on Exhibit A to the Loan Agreement, together with such changes as shall be approved by the Mayor, such approval to be conclusively evidenced by the execution thereof by the Mayor. The Note shall be executed on behalf of the Village with the manual signature of the Mayor, and the said Mayor is hereby authorized to execute the Note on behalf of the Village. Section 6: Approval of Form ofLoan Agreement. The Loan Agreement, in substantially the form attached hereto as Exhibit A is hereby approved. The Village hereby authorizes the Mayor to execute and deliver on behalf of the Village the Loan Agreement, with such changes, insertions and additions as the Mayor may approve, their execution thereof being conclusive evidence of such approval. Section 7: 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 Bank. Section 8: Limitation ofRights. 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 individual or entity other than the Village and the Bank 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 Village and the Bank. Section 9: 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. 2 Section 10: Applicable Provisions o Law. This Resolution shall be governed by and construed in accordance with the laws of the State. Section 11: Rules o 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 12: Captions. 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 13: Authorizations. The Mayor and any Council member, and such other officials and employees of the Village as may be designated by the Mayor are each designated as agents of. the Village 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 Village 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 14: Open Meetin,Q Findings. It is hereby found and determined that all official acts by the Village Council concerning and relating to the adoption of this Resolution and all prior resolutions affecting the Council's ability to issue the Note were taken in an open meeting of the Council and that all deliberations of the Council or any of its committees that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements, including Section 286.01 1, Florida Statutes. Section 15: Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 16: Effective Date. This Resolution shall be in full force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 13th day of ATTEST: _~~~~~~~ VILLAGE CLERK APPROVED AS TO FORM A ORRECTNESS: ILL ATT RNE 3 PROMISSORY NOTE (2006) KNOW ALL MEN BY THESE PRESENTS that the undersigned maker, Village of North Palm Beach, Florida (the "Village"), a municipality created and existing pursuant to the Constitution and the .laws of the State ofFlorida, for value received, promises to pay from the sources hereinafter provided, to the order of Bank ofAmerica, N.A. or registered assigns (hereinafter, the "Bank"),the principal sum of $4,893,673_.00, together with interest. on the principal balance outstanding at the rate of 4.11 % per annum (subject to adjustment as hereinafter provided) based upon a yeaz of 360 days for the actual number of days elapsed. This Note is issued in conjunction with a Loan Agreement, dated of even date herewith, between the Village and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. All terms used herein incapitalized-form and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement. Principal of and interest on this Note aze payable in immediately available funds constituting lawful money of the United States of America at such place as the Bank may designate to the Village. The Village shall pay the Bank interest on the outstanding principal balance of this Note in arrears, on October 1, 2006 and on each April 1 and October 1 thereafter until this Note has been repaid in full. Commencing April 1, 2007, anfl continuing on the 1 st day of each April and October thereafter, the Village shall pay the Bank installments of principal and interest in the amount of $394,900.40 each, and the entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on April 1, 2024 (the "Maturity Date"}. All payments. by the Village pursuant to this Note shall .apply first to accrued interest, then to other chazges due the Bank, 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 temporazy, proposed or fmal, promulgated thereunder or applicable thereto; (2) "Determination of Taxability" shall mean interest on this Note is determined or declared, by the Internal Revenue Service or a court of competent jurisdiction to be included in the gross income of the Bank for federal .income tax purposes under the Code. Upon the occurrence of a Determination of Taxability, the interest rate hereon will be adjusted to 154% of the rate set forth above (the "Adjusted Interest Rate"), as of and from the date such Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Village shall on the next interest payment date (or if this Note shall have matured, within 30 days after demand by the Bank) hereon pay to the Bank 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 such next interest payment date (or other payment date), and (B) the actual interest paid by the Village on this Note from the Accrual Date to such next interest payment date (or other payment date), 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 the Bank arising as a result of. such Determination of Taxability; and (ii) from and- after such next interest payment date (if this Note remains outstanding), this Note shall continue to bear interest at the Adjusted Interest Rate for the period such determinatiomcontinues to be applicable with respect to this Note. This adjustment shall suraive payment ofthis Note until such time as the federal statute of limitations under which the interest on this Note could be declazed taxable under the Code shall have expired. The principal of and interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time.lnthe-event that the Issuer shall make any optional prepayment, then the Issuer will pay to the Owner, if a positive number, a prepayment premium equal to the amount determined by the Owner to be the amount equal to (x) the present value as of the prepayment date of the payments of principal and interest PROMISSORY NOTE (2006) KNOW ALL-MEN BY THESE PRESENTS that the undersigned maker, Village of North Pahn Beach, Florida (the "Village"), a municipality 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 ofBank ofAmerica, N.A. or registered assigns (hereinafter, the "Bank"),the principal sum of $4,893,673_.00, together with interest. on the principal balance outstanding at the rate of 4.11 % per annum (subject to adjustment as hereinafter provided) based upon a yeaz of 360-days for the actual number of days elapsed. This Note is issued in conjunction with a Loan Agreement, dated of even date herewith, between the Village and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. All terms used herein incapitalized-form and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreemern. Principal of and interest on this Note aze payable in immediately available funds constituting lawful money of the United States of America at such place as the Bank may designate to the Village. The Village shall pay the Bank interest on the outstanding principal balance of this Note in arrears, on October 1, 2006 and on each April 1 and October 1 thereafter until this Note has been repaid in full. Commencing April 1, 2007, and continuing on the 1st day of each April and October thereafter, the Village shall pay the Bank installments of principal and interest in the amount of $394,900.40 each, and the entire unpaid principal bala~e, together-with all accrued and unpaid interest hereon, shall be due and payable in full on April 1, 2024 (the "Maturity Date"). All payments. by the Village pursuant to this Note shall apply first to accrued interest, then to other charges due the Bank,-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 fmal; promulgated thereunder or applicable thereto; (2) "Determination of Taxability" shall mean interest on this Note is determined or declared, by the Internal Revenue Service or a court of competent jurisdiction to be included in the gross income of the Bank for federal .income tax purposes under the Code. Upon the occurrence of a Determination of Taxability, the interest rate hereon will be adjusted to 154% of the rate set forth above (the "Adjusted Interest Rate"), as of and from the date- such Determination of Taxability would be applicable with respect to this Note (the "Accrual Date"); and (i) the Village shall on the next interest payment date (or if this Note shall have matured, within 30 days after demand by the Bank) hereon pay to the Bank 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 such .next interest payment date. (or other payment date), and (B) the actual interest paid by the Village on this Note from the- Accrual Date to such next interest payment date (or other payment date), 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 the Bank arising as a result of. such Determination of Taxability; and (ii) from and- after such next interest payment date (if this Note remains outstanding), this Note shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Note. This adjustment shall survive payment of this Note until such time as the federal statute of limitations under which the interest on this Note could be declazed taxable under the Code shall have expired. The principal ofand-interest on this Note may be prepaid at the option of the Issuer in whole or in part at any time. In the-event that the Issuer shall make any optional prepayment, then the Issuer will pay to the Owner, if a positive number, a prepayment premium equal to the amount determined by the Owner to be the amount equal to (x) the present value as of the prepayment date of the payments of principal and interest IN WITNESS WHEREOF, the Village has caused this Note to be executed in its name as of the date hereinafter set forth. The date of this Promissory Note is April 14,2006. VII,LAGE BE FLORIDA J By: Name: avid o is Title: Mayor 3