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2017-22 Country Club Clubhouse LoanTAE tali►, ' NORTH BEACH "THE BEST PLACE TO LIVE UNDER THE SUN" IRMA REPRESENTATION LETTER March 20, 2017 Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona 85255 Attention: Blair Swain Re: Independent Registered Municipal Advisor Representation Dear Mr. Swain: We are writing to provide you with certain representations pursuant to Rule 1513al-1 (the "Municipal Advisor Rule ") of the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered municipal advisor. Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent to you that we are represented by, and will rely on the advice of, PFM Financial Advisors LLC (the "Advisor") on all matters relating to Village of North Palm beach, Florida Non -Ad Valorem Revenue Notes, Series 2017A and 2017B. We have been advised by the Advisor that: (i) it has registered as a municipal advisor with the SEC and the Municipal Securities Rulemaking Board; and (ii) the following individuals, each of whom has been employed by the Advisor for at least two years prior to the date of this letter, are the Associated Individuals of the Advisor for its representation of us: Laura Howe and Pete Varona. Capitalized terms used and not defined in this letter have the meanings assigned to them in the Act, the Municipal Advisor Rule and the related guidance of the SEC's Office of Municipal Securities. You may rely on this representation letter until such time as you receive notice from us. Sincerely, VILLAGE OF NORTH PALM BEACH, FLORIDA By Its V i LOI C Manager' �& ��n0.nce �►'rec 501 U.S. HIGHWAY 1, NORTH PALM BEACH, FL 33408-4902 • (561) 841-3380 • FAX (561) 848-3344 RESOLUTION 2017 -22 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING THE ISSUANCE OF ITS NON -AD VALOREM REVENUE NOTES, SERIES 2017, IN ONE OR MORE SERIES IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000, TO FINANCE THE COST OF CONSTRUCTING AND EQUIPPING A NEW COUNTRY CLUB CLUBHOUSE, AND THE COSTS OF ISSUANCE OF THE NOTES; PROVIDING THAT THE NOTES SHALL BE SECURED BY A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM REVENUES OF THE VILLAGE; AWARDING THE NOTES TO PINNACLE PUBLIC FINANCE, INC. BY NEGOTIATED SALE IN SUBSTANTIAL ACCORDANCE WITH ITS RESPONSE TO THE VILLAGE'S REQUEST FOR PROPOSALS; APPROVING THE FORM OF A LOAN AGREEMENT BETWEEN PINNACLE PUBLIC FINANCE, INC. AND THE VILLAGE; DELEGATING TO THE APPROPRIATE VILLAGE OFFICIALS THE AUTHORITY TO APPROVE THE FINAL DETAILS OF THE NOTES AND LOAN AGREEMENT PURSUANT TO SUCH RESPONSE; AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE NOTES AND THE LOAN AGREEMENT ON BEHALF OF THE VILLAGE; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village Council has determined that there is a need to issue its Non -Ad Valorem Revenue Notes, Series 2017 (the "Notes ") in one or more series in an aggregate amount not to exceed $15,000,000 to finance the cost of constructing and equipping a new country club clubhouse for the Village (the "Project "); and WHEREAS, PFM Financial Advisors LLC, the Village's Financial Advisor (the "Financial Advisor ") sent out a Request for Proposals to purchase the Notes; and WHEREAS, the Financial Advisor, the Village's Finance Department and the Village's Audit Committee have reviewed the responses received by the Financial Advisor, and have determined that the response from Pinnacle Public Finance, Inc. (the "Lender ") dated January 26, 2017, as revised February 28, 2017, and attached hereto as Exhibit "A" (the "Response ") will produce the lowest net cost and the most favorable terms to the Village; and WHEREAS, the Notes will not be general obligations of the Village, but will rather be secured by the Village's covenant to budget and appropriate its legally available non -ad valorem revenues; and WHEREAS, the acceptance of the proposal from the Lender is in the best interest of the residents and citizens of the Village of North Palm Beach. Page 1 of 3 NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. Adoption of Recitals. The foregoing recitals are ratified as true and incorporated herein. Section 2. Approval of Issuance of Notes. The Village Council hereby approves the issuance of the Notes in one or more series in the aggregate principal amount not to exceed $15,000,000 to pay the costs of the Project. The interest on each of the Notes may either be excludable from the gross income of the holder thereof for federal income tax purposes ( "Tax Exempt ") or not Tax Exempt ( "Taxable "), but the Village intends that the Notes be Tax Exempt in the maximum principal amount as to which bond counsel to the Village (which shall be nationally recognized in matters relating to the issuance of municipal bonds) provides the Lender an opinion of bond counsel to such effect. Section 3. Security for the Notes. The principal of and interest on the Notes shall be payable from and secured by a covenant to budget and appropriate, from the Village's legally available non -ad valorem revenues, amounts sufficient to pay the principal of and interest on the Notes when due. The Notes shall not be a general obligation of the Village, and shall not be secured by a pledge of or lien on the Village's ad valorem taxing power. Section 4. Award of Notes by Negotiated Sale. Because of the nature of the Notes, the maturity of the Notes and the prevailing market conditions, the negotiated sale of the Notes to the Lender in substantial accordance with the Response is hereby found to be the response that produces the lowest net cost and most favorable terms to the Village, and the Notes are therefore awarded to the Lender. Provided, that the interest rate on the Tax Exempt Notes shall not exceed 3.19 %, the interest rate on the Taxable Notes shall not exceed 3.78 %, the final maturity date of the Notes shall be not later than June 1, 2032, and the Notes shall be subject to redemption at the option of the Village at the price of par no later than June 1, 2025. Prior to the issuance of the Notes, the Village shall receive from the Lender a disclosure statement containing the information required by Section 218.385, Florida Statutes. Section 5. Execution of Loan Agreement, Notes and Authorization of other Necessary Action. The Village Council authorizes the Mayor (or, in the absence of the Mayor, the Vice Mayor) and the Village Cleric (or, in the absence of the Village Clerk, any Deputy or Assistant Village Clerk) to execute and deliver a loan agreement between the Village and the Lender in substantially the form of Exhibit "B" attached hereto (the "Loan Agreement "), with such insertions, deletions, modifications and changes as may be approved by the Mayor or Vice Mayor, said approval to be conclusively evidenced by his execution thereof. The Village Council authorizes the Mayor or Vice Mayor and the Village Cleric or Deputy or Assistant Village Cleric to execute and deliver the Notes, in substantially the form attached to the Loan Agreement, with such insertions, deletions, modifications and changes as may be approved by the Mayor or Vice Mayor, said approval to be conclusively evidenced by his execution thereof. The Mayor, Vice Mayor, Acting Village Manager, Village Cleric or Deputy or Assistant Village Cleric and other appropriate officials of the Village are hereby further authorized and directed to execute and deliver such other instruments, documents and contracts on behalf of the Village which are necessary or desirable in connection with the execution and delivery of the Notes and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the Notes heretofore taken by the Village. Page 2 of 3 Section 6. Reimbursement. The Village intends to issue the Notes to finance the cost of the Project. The Village expects that the maximum principal amount of the Notes that will be issued to finance the cost of the Project is $15,000,000. If the Village incurs any such costs prior to the issuance of the Notes, the Village intends to reimburse itself for such expenditures with the proceeds of the Notes. Section 7. Conflicts. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 8. Severability. If any section, subsection, sentence, clause, phrase or portion of this Resolution is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the ability of the remaining portions of this Resolution. Section 9. Effective Date. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS 91H DAY OF MARCH, 2017. (Village Seal) ATTEST: VILLAGE CLERK Page 3 of 3 O�Z�Jk- VICE MAYOR EXHIBIT "A" RESPONSE OF PINNACLE PUBLIC FINANCE, INC. Pinnacle Public Finance A BankUnited Company January 26, 2017 Revised February 28, 2017 VIA Electronic Mail Sarnia Janjua Director of Finance Village of North Palm Beach RE: Request for Bids — Non -Ad Valorem Revenue Bonds, Series 2017 Dear Samia, Pinnacle Public Finance, Inc., a BankUnited Company, is pleased to provide this response to the request for bids distributed by PFM Financial Advisors LLC, in its capacity as Financial Advisor to the Village of North Palm Beach, Florida. Corporate Overview: In October 2010, BankUnited acquired the municipal finance business from Koch Financial Corporation and now operates it under the name Pinnacle Public Finance, Inc. Pinnacle is headquartered in Scottsdale, Arizona and is a market leader in providing tax - exempt financing directly to its state and local government clients and through its vendor programs and alliances. With more than $6 billion in financing and transactional experience in every state in the U.S., our team has the knowledge and the resources to fund complex programs that require innovative and flexible financing solutions. Since beginning operations as Pinnacle, we have funded over 1,370 municipal transactions totaling more than $2.1 billion. As Koch Financial Corporation, our group managed a portfolio in excess of $1 billion and 2,600 municipal leases. Given that BankUnited is based in Florida, Pinnacle is strongly committed to meeting the needs of our Florida clients. Members of our team have successfully closed over 40 transactions totaling more than $425 million in Florida. Our proposed terms and conditions are as follows: Borrower: Village of North Palm Beach, Florida (`Borrower" or "Village ") Lender: Pinnacle Public Finance, Inc. ( "Lender" or "Pinnacle ") Financial Advisor: PFM Financial Advisors LLC. ( "Advisor ") Bond Counsel: Greenspoon Marder ( "Bond Counsel ") Lender's Counsel: Chapman and Cutler LLP ( "Lender's Counsel ") Pinnacle Public Finance, Inc. Village of North Pahn Beach — Non -Ad Valorem Revenue Bonds, Series 2017 January 26, 2017 Revised February 28, 2017 Page 2 of 7 Issue Type: Municipal loan structured as a privately placed bond (the "Loan "). The registered owner will be Pinnacle Public Finance, Inc. and Pinnacle requests physical delivery of the Bond, printed on safety paper, with no CUSIP and no reference to DTC or book -entry only system. Transaction Amount: Not to exceed $15,000,000 Purpose: The proceeds will be used to fund or reimburse new money capital needs within the Village and pay costs of issuance. Security: The payment of principal and interest will be secured by a covenant to budget and appropriate from all legally available non -ad valorem revenues of the Village. Term; The Taxable Series will have a final maturity of June 1, 2025. The Loan will have an average life of approximately 4.5 years. The Tax Exempt Series will have a final maturity of June 1, 2032, The Loan will have an average life of approximately. 11.9 years. Interest Rate: Taxable Series: 3.78% Tax Exempt Series: 3.19% Interest Rate Expiration: The above rates are valid through March 22, 2017, Projected Funding Date: It is assumed the Loan will fund on or before March 22, 2017. Payment Frequency: Principal will be paid annually each June 1. Interest will be paid semi - annually each June 1 and December 1. Please see the attached Preliminary Debt Service Schedules. Debt Service Requirements: Please see the attached Preliminary Debt Service Schedules. Pinnacle Public Finance, Inc. Village of North Palm Beach — Non -Ad Valorem Revenue Bonds, Series 2017 January 26, 2017 Revised February 28, 2017 Page 3 of 7 Prepayment Terms: The Prepayment Terms stated below apply to both the Taxable and Tax Exempt Series. Prior to June 1, 2025 the Loan is not subject to prepayment. Beginning June 1, 2025, the Loan is subject to prepayment in whole, but not in part, any time at a price equal to par plus accrued interest. Documentation: The Lender assumes all financing documentation will be prepared by Bond Counsel in form and content acceptable to the Lender and Lender's Counsel. Further, it is assumed Bond Counsel will provide, at no cost to the Lender, a validity and tax opinion. This proposal is subject to review and acceptance of all documents by the Lender and Lender's Counsel. Requested Provisions: The Lender will require a gross up provision in the event the Tax Exempt Series becomes taxable due to actions or omissions of the Borrower. If the loan becomes taxable the taxable rate of interest will be 4.91% and will be effective as of the date of a final determination of the Internal Revenue Service or a court of competent jurisdiction or an opinion of a nationally recognized bond counsel selected by the Lender. The Lender requests that a default rate of 6% be included in the documents. The default rate will become 7% if the obligation has become taxable as described above. A default rate of 7% will be applicable to the Taxable Loan. The Lender requires an Additional Bonds Test/Anti- Dilution Test requiring a minimum coverage level of 1.20X for the issuance of debt secured by a covenant to budget and appropriate from non -ad valorem revenues in the future. The Lender will require the Taxable Series and Tax Exempt Series be cross - secured for all events of default. The Lender will require a quarterly accounting of the use of the proceeds during the construction phase. The Lender expects all reimbursements will be in accordance with Federal guidelines. The Lender requires the loan documents make no reference to any Uniform Commercial Code Section relating to Investment Securities (i.e. UCC Article 8). The Lender will agree to transfer restrictions stated below in Assignment. Pinnacle Public Finance, Inc. Village of North Palm Beach — Non -Ad Valorem Revenue Bonds, Series 2017 January 26, 2017 Revised February 28, 2017 Page 4 of 7 Reporting: The Lender will request that the Borrower agree to provide its CAFR within 210 days of the close of each fiscal year. Additionally, the Lender will request that the Borrower agree to provide such other financial information as the Lender may reasonably request, including but not limited to, its annual budget for any prior or current fiscal year or subsequent fiscal years. Assignment: It is our present intention to hold the loan to maturity; however, the Lender will require that it reserves the right to assign, transfer or convey the loan (or any interest therein or portion thereof) only to any of its affiliates or to banks, insurance companies or similar financial institutions or their affiliates, including participation arrangements with such entities. Fees /Closing Costs: The Lender proposes the inclusion of up to $7,000 for Lender's Counsel in the costs of issuance. The Borrower will be responsible for any fees or expenses with respect to its (i) issuing costs, (ii) legal counsel (iii) Bond Counsel and (iv) title /registration fees, if any. Pre -Close Requirements: The Lender will require a complete executed copy of the transcript by noon the day prior to funding (a scanned copy is acceptable). Ultimately, the Lender will require a complete transcript with original signatures. IRMA Representation: The Lender requests the Borrower provide a letter confirming the Advisor is acting as Independent Registered Municipal Advisor under the SEC Municipal Advisor Rule. A copy of the requested letter is attached to this proposal as Exhibit A. Pinnacle's Role As Lender: The transaction described in this document is an arm's length, commercial transaction between the Borrower and Pinnacle in which: (a) Pinnacle is acting solely as a principal (i.e., as a lender) and for its own interest; (b) Pinnacle is not acting as a municipal advisor or financial advisor to the Borrower; (c) Pinnacle has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether Pinnacle has provided other services or is currently providing other services to the Borrower on other matters); (d) the only obligations Pinnacle has to the Borrower with respect to this transaction are set forth in the definitive transaction agreements between Pinnacle and the Borrower; and (e) Pinnacle is not recommending that the Borrower take an action with respect to the transaction described in this document, and before taking any action with respect to this transaction, the Borrower should discuss the information contained herein with its own legal, accounting, tax, financial and other advisors, as it deems appropriate. Pinnacle Public Finance, Inc. Village of North Palm Beach — Non -Ad Valorem Revenue Bonds, Series 2017 January 26, 2017 Revised February 28, 2017 Page 5 of 7 Credit Approval: This proposal is subject to final credit approval. Please feel free to call me at 480.419.3634 with any questions or further clarification. Thank you for the opportunity to present this proposal. Sincerely, Blair Swain Senior Vice President, Direct Markets CC: Laura Howe, PFM Financial Advisors LLC. Pete Varona, PFM Financial Advisors LLC. Pinnacle Public Finance, Inc. Village of North Palm Beach — Non -Ad Valorem Revenue Bonds, Series 2017 January 26, 2017 Revised February 28, 2017 Page 6 of 7 Preliminary Debt Service Schedules Taxable Series Totals: $7.128.317.50 $1.028.317.50 $6.100.000.00 Rate 3.7800% $7.128.317.50 3/22/2017 Payment Payment Purchase Outstanding Annual Pmtk Date Amount Interest Principal Price Balance Total 3/22/2017 $6,100,000,00 1 12/1/2017 $159,484.50 $159,484,50 $0,00 Non - Callable $6,100,000,00 2 6/1/2018 $795,290.00 $115,290,00 $680,000.00 Non - Callable $5,420,000,00 $954,774,50 3 12/1/2018 $102,438,00 $102,438,00 $0.00 Non - Callable $5,420,000,00 4 6/1/2019 $907,438,00. $102,438,00 $805,000.00 Non - Callable $4,615,000,00 $1,009,876,00 5 12/1/2019 $87,223,50 $87,223.50 $0.00 Non - Callable $4,615,000,00 6 6/1/2020 $922,223,50 $87,223.50 $835,000.00 Non - Callable $3,780,000,00 $1,009,447,00 7 12/1/2020 $71,442.00 $71,442.00 $0.00 Non - Callable $3,780,000,00 8 6/1/2021 $936,442.00 $71,442,00 $865,000.00 Non - Callable $2,915,000,00 $1,007,884,00 9 1211/2021 $55,093.50 $55,093,50 $0,00 Non - Callable $2,915,000.00 10 6/1/2022 $955,093,50 $55,093,50 $900,000;00 Non - Callable $2,015,000,00 $1,010,187.00 11 12/1/2022 $38,083,50 $38,083.50 $0,00 Non - Callable $2,015,000,00 12 6/11/2023 $973,083.50 $38,083.50 $935,000.00 Non - Callable $1,080,000,00 $1,011,167,00 13 12/1/2023 $20,412,00 $20,412,00 $0.00 Non - Callable $1,080,000,00 14 6/1/2024 $990,412,00 $20,412.00 $970,000.00 Non - Callable $110,000,00 $1,010,824.00 Is 12/1/2024 $2,079.00 $2,079.00 $0.00 Non - Callable $110,000.00 16 6/1/2025 $112,079,00 $2,079.00 $110,000.00 $0.00 $0,00 $114,158,00 1 Pinnacle Public Finance, Inc, Village of North Palm Beach — Non -Ad Valorem Revenue Bonds, Series 2017 January 26, 2017 l( Revised February 28, 2017 Page 7 of 7 Tax Exempt Series Totals: $12,279,353.08 $3,379,353.08 $8,900,000,00 Rate 3.1900% $12.279.353.08 3/22/2017 Payment Payment Purchase Outstanding Annual Pint # Dat I Amount Interest Principal Price I Balance Total 3/22/2017 $8,900,000.00 1 12/1/2017 $196,371.08 $196,371.08 $0,00 Non - Callable $8,900,000.00 2 6/1/2018 $141,955.00 $141,955.00 $0.00 Non - Callable $8,900,000.00 $338,326.08 3 12/1/2018 $141,955,00 $141,955,00 $0,00 Non - Callable $8,900,000,00 4 6/112019 $141,955,00 $141,955.00 $0,00 Non - Callable $8,900,000.00 $283,910.00 5 12/1/2019 $141,955,00 $141,955,00 $0.00 Non - Callable $8,900,000.00 6 6/1/2020 $141,955.00 $141,955.00 $0.00 Non- Callablo $8,900,000.00 $283,910.00 7 12/1/2020 $141,955.00 $141,955.00 $0.00 Non - Callable $8,900,000.00 8 6/1/2021 $141,955.00 $141,955.00 $0.00 Non - Callable $8,900,000.00 $283,910.00 9 12/1/2021 $141,955.00 $141,955.00 $0,00 Non - Callable $8,900,000.00 10 611/2022 $141,955.00 $141,955.00 $0.00 Non - Callable $8,900,000.00 $283,910.00 11 12/1/2022 $141,955.00 $141,955.00 $0.00 Non - Callable $8,900,000.00 12 6/1/2023 $141,955,00 $141,955,00 $0.00 Non - Callable $8,900,000.00 $283,910,00 13 12/1/2023 $141,955.00 $141,955,00 $0.00 Non - Callable $8,900,000.00 14 6/l/2024 $141,955.00 $141,955.00 $0.00 Non - Callable $8,900,000.00 $283,910,00 15 12/1/2024 $141,955,00 $141,955.00 $0.00 Non - Callable $8,900,000.00 16 6/112025 $1,036,955.00 $141,955.00 $895,000.00 $8,005,000.00 $8,005,000.00 $1,178,910.00 17 12/112025 $127,679.75 $127,679.75 $0,00 $8,005,000.00 $8,005,000.00 18 6/1/2026 $1,167,679.75 $127,679.75 $1,040,000.00 $6,965,000,00 $6,965,000.00 $1,295,359.50 19 12/1/2026 $111,091.75 $111,091.75 $0,00 $6,965,000.00 $6,965,000.00 20 6/1/2027 $1,181,091.75 $111,091.75 $1,070,000,00 $5,895,000.00 $5,895,000.00 $1,292,183.50 21 121112027 $94,025.25 $94,025.25 $0.00 $5,895,000,00 $5,895,000,00 22 6/1/2028 $1,199,025.25 $94,025.25 $1,105,000.00 $4,790,000.00 $4,790,000.00 $1,293,050,50 23 12/1/2028 $76,400,50 $76,400.50 $0.00 $4,790,000,00 $4,790,000.00 24 6/1/2029 $1,216,400.50 $76,400.50 $1,140,000.00 $3,650,000,00 $3,650,000.00 $1,292,801.00 25 1211/2029 $58,217.50 $58,217.50 $0.00 $3,650,000.00 $3,650,000.00 26 6/1/2030 $1,238,217.50 $58,217,50 $1,180,000,00 $2,470,000.00 $2,470,000.00 $1,296,435.00 27 12/1/2030 $39,396.50 $39,396.50 $0.00 $2,470,000,00 $2,470,000.00 28 6/1/2031 $1,254,396.50 $39,396.50 $1,215,000.00 $1,255,000.00 $1,255,000.00 $1,293,793.00 29 12/112031 $20,017.25 $20,017.25 $0.00 $1,255,000.00 $1,255,000.00 30 6/1/2032 $1,275,017.25 $20,017,25 $1,255,000,00 $0.00 $0.00 $1,295,034,50 EXHIBIT A XRMA REPRESENTATION LETTER [Date] Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona 85255 Attention: Blair Swain Re: Independent Registered Municipal Advisor Representation Dear Mr. Swain: We are writing to provide you with certain representations pursuant to Rule 15Ba1 -1 (the "Municipal Advisor Rule ") of the Securities and Exchange Commission (the "SEC ") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered municipal advisor. Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent to you that we are represented by, and will rely on the advice of, [name of advisor](the "Advisor ") on all matters relating to [name of specific transaction]. We have been advised by the Advisor that: (i) it has registered as a municipal advisor with the SEC and the Municipal Securities Rulemaking Board; and (ii) the following individuals, each of whom has been employed by the Advisor for at least two years prior to the date of this letter, are the Associated Individuals of the Advisor for its representation of us: [names of Advisor officers and employees].. Capitalized terms used and not defined in this letter have the meanings assigned to them in the Act, the Municipal Advisor Rule and the related guidance of the SEC's Office of Municipal Securities. You may rely on this representation letter until such time as you receive notice from us. Sincerely, [NAME OF MUNICIPAL ENTITY] By Its EXHIBIT "B" LOAN AGREEMENT LOAN AGREEMENT This Loan Agreement is entered into this 22nd day of March, 2017, by and between the Village of North Palm Beach, Florida (the "Village"), and Pinnacle Public Finance, Inc. (the "Lender"). WHEREAS, the Village has determined that there is a need to issue its Non-Ad Valorem Revenue Notes, Series 2017 (the "Notes") in one or more series in an aggregate amount not to exceed$15,000,000 to finance the cost of constructing and equipping a new country club clubhouse for the Village(the"Project"); and WHEREAS,PFM Financial Advisors LLC,the Village's Financial Advisor(the"Financial Advisor") sent out a Request for Proposals to purchase the Notes; and WHEREAS, the Financial Advisor, the Village's Finance Department and the Village's Audit Committee reviewed the responses received by the Financial Advisor,and determined that the response from the Lender dated January 26, 2017 and revised February 28, 2017,will produce the lowest net cost and most favorable terms to the Village; and WHEREAS,on March 9,2017,the Village adopted Resolution No.2017-22,authorizing the negotiation and execution of an agreement between the Village and the Lender; and WHEREAS,the parties desire to set forth herein the terms and conditions pursuant to which the Lender will make said loan. NOW,THEREFORE,in consideration for the mutual covenants herein expressed,the parties hereto do hereunto agree as follows: SECTION 1. DEFINITIONS. As used herein, unless the context otherwise requires: "Act"means,as applicable,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. "Agreement"means this Loan Agreement between the Village and the Lender,as the same may be amended, modified or supplemented from time to time. "Annual Budget"means the annual budget prepared by the Village for each Fiscal Year in accordance with Section 9 below and in accordance with the laws of the State of Florida. 24520172:4 1 "Business Day" means any day which is not a Saturday, Sunday or day on which banking institutions in Palm Beach County, Florida are authorized to be closed. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable Regulations of the United States Treasury Department promulgated thereunder. "Costs of the Project"means with respect to the Project,all items of cost authorized by the Act, including the costs of issuance of the Notes. "Dated Date"means, with respect to each Note, the date of issuance thereof. "Default Rate" means 6% per annum with respect to the Series 2017A Note (or 7% per annum should the Taxable Rate be in effect) and 7%per annum with respect to the Series 2017B Note, but in no event in excess of the maximum rate permitted by law. "Event of Default"means any of the events described in Section 13(A) hereof. "Fiscal Year"means the period commencing on October 1 of each year and ending on the succeeding September 30,or such other consecutive 12-month period as may be hereafter designated as the fiscal year of the Village pursuant to general law. "Governing Body"means the Village Council of the Village, or its successor in function. "Legally Available Non-Ad Valorem Revenues"means all revenues of the Village derived from any source whatsoever,other than ad valorem taxation on real and personal property,which are legally available to make the payments of principal and interest on the Notes,but only after provision has been made by the Village for payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Village, or which are legally mandated by applicable law. "Lender" means Pinnacle Public Finance, Inc., the initial purchaser of the Notes, and its successors and assigns. "Maturity Date"means the date of maturity of a Note, as described herein. "Mayor"means the Mayor of the Village or,in the Mayor's absence,the Vice-Mayor,or such other persons as may be duly authorized to act on the Mayor's behalf. "Noteholder"or"Holder"means the registered owner(or its authorized representative)of the Notes. 29520172:4 2 "Notes" means,collectively,the Series 2017A Note and the Series 2017B Note,authorized to be issued by the Village in the aggregate principal amount not to exceed $15,000,000, as more particularly described in Sections 2 and 3 hereof. "Project" means the construction and equipping of a new country club clubhouse for the Village. "Resolution"means Resolution No.2017-22, adopted by the Governing Body on March 9, 2017,authorizing the Village to enter into the Loan Agreement and to issue the Notes,as amended and supplemented. "Series 2017A Note"means the Village's Non-Ad Valorem Revenue Note,Series 2017A,as more particularly described in Section 2(a)hereof. "Series 2017B Note"means the Village's Non-Ad Valorem Revenue Note,Series 2017B,as more particularly described in Section 2(b)hereof. "State"means the State of Florida. "Taxable Rate"has the meaning ascribed to such term in the Series 2017A Note. "Village" means the Village of North Palm Beach, a Florida municipal corporation, or its successor. "Village Clerk"means the Village Clerk or any Assistant Village Clerk or Deputy Village Clerk. "Village Manager"means the Village Manager or other chief executive officer of the Village, and shall include the Acting Village Manager. SECTION 2. ISSUANCE OF NOTES. Subject and pursuant to the provisions of the Resolution, the following notes (collectively, the"Notes") are hereby authorized to be issued: (a) The Village's Non-Ad Valorem Revenue Note,Series 2017A,in the principal amount not to exceed Eight Million Nine Hundred Thousand Dollars($8,900,000) (the "Series 2017A Note"), for the purpose of financing Costs of the Project. The Series 2017A Note shall be dated its Dated Date,shall bear interest from such date at the rate of 3.19%, and shall have a Maturity Date of June 1, 2032. The form of the Series 2017A Note is set forth as Exhibit"A"hereto. 29520172:4 3 (b) The Village's Non-Ad Valorem Revenue Note,Series 2017B,in the principal amount not to exceed Six Million One Hundred Thousand Dollars ($6,100,000) (the "Series 2017B Note"), for the purpose of financing Costs of the Project. The Series 2017B Note shall be dated its Dated Date,shall bear interest from such date at the rate of 3.78%, and shall have a Maturity Date of June 1,2025. The form of the Series 2017B Note is set forth as Exhibit`B"hereto. (c) Interest on the Series 2017A Note and the Series 2017B Note shall be payable on the 1"day of each June and December,beginning December 1,2017.Principal on the Series 2017A Note shall be payable on the I`day of each June,beginning June 1,2025, and principal on the Series 2017B Note shall be payable on the 1 st day of each June, beginning June 1, 2018, in the principal amounts set forth on the form of Series 2017A Note and Series 2017B Note attached hereto as Exhibit "A" and Exhibit "B," respectively. SECTION 3. DESCRIPTION OF NOTES. Each Note shall be issued in one (1) typewritten instrument. Interest on each Note shall be calculated on the basis of a 360 day year consisting of twelve (12) thirty (30) day months. Each Note shall be in registered form, contain substantially the same terms and conditions as set forth in Exhibit"A" and Exhibit"B"hereto,as applicable, shall be payable in lawful money of the United States of America, and the principal thereof,interest thereon and any other payments thereunder shall be payable by check,wire,draft or bank transfer to the Holder at such address as may be provided in writing by such Holder to the Village Clerk. So long as the Notes shall remain outstanding,the Village shall maintain and keep books for the registration and transfer of the Notes. The Notes may be assigned as provided in the form of Notes attached as Exhibit"A" and Exhibit`B"hereto. SECTION 4. EXECUTION OF NOTES. The Notes shall be executed in the name of the Village by the manual signature of the Mayor,the seal of the Village shall be imprinted,reproduced or lithographed on the Notes, and the Notes shall be attested to by the manual signature of the Village Clerk. If any officer whose signature appears on the Notes ceases to hold office before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes. In addition,the Notes may bear the signature of,or may be signed by,such persons as at the actual time of execution of such Note shall be the proper officers to sign the Notes although at the date of the Notes or the date of delivery thereof such persons may not have been such officers. SECTION 5. NOTES MUTILATED,DESTROYED,STOLEN OR LOST. If a Note is mutilated, destroyed, stolen or lost, the Village may, in its discretion (i) deliver a duplicate replacement Note,or(ii)pay a Note that has matured or is about to mature. A mutilated Note shall be surrendered to and canceled by the Village Clerk or its duly authorized agent. The Holder must furnish the Village or its agent proof of ownership of any destroyed, stolen or lost Note; post 29520172:4 4 satisfactory indemnity;comply with any reasonable conditions the Village or its agent may prescribe; and pay the Village's or its agent's reasonable expenses. Any such duplicate Note shall constitute an original contractual obligation on the part of the Village whether or not the destroyed,stolen,or lost Note be at any time found by anyone,and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of and security for payment from,the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. SECTION 6. PROVISIONS FOR REDEMPTION. The Series 2017A Note may be prepaid in whole but not in part at any time on or after June 1,2025, at a redemption price equal to 100%of the principal amount being prepaid plus accrued interest through the redemption date.The Village shall notify the Holder of any intended prepayment at least three (3) Business Days in advance. The Series 2017B Note shall not be subject to prepayment prior to maturity. SECTION 7. NOTES NOT TO BE GENERAL INDEBTEDNESS OF THE VILLAGE. The Notes shall not be or constitute a general obligation or indebtedness of the Village within the meaning of the Constitution of Florida,but shall be payable from and secured solely by the covenant of the Village to budget and appropriate Legally Available Non-Ad Valorem Revenues, in the manner and to the extent herein and in the Notes provided. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the Village or taxation in any form on any real or personal property to pay the Notes or the interest thereon, nor shall any Holder be entitled to payment of such principal and interest from any funds of the Village other than the Legally Available Non-Ad Valorem Revenues, all in the manner and to the extent herein and in the Notes provided. The Holder shall have no lien upon any real or tangible personal property of the Village. SECTION 8. COVENANT TO BUDGET AND APPROPRIATE. The Village hereby covenants to budget and appropriate in its Annual Budget,by amendment if necessary,from Legally Available Non-Ad Valorem Revenues in each Fiscal Year,sufficient moneys to pay the principal of and interest on the Notes in such Fiscal Year, until the Notes are paid in full. Such covenant and agreement on the part of the Village shall be cumulative to the extent not paid, and shall continue until Legally Available Non-Ad Valorem Revenues or other available funds in amounts sufficient to make all required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Village,the Village does not covenant to maintain any services or programs now provided or maintained by the Village,which generate non-ad valorem revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Legally Available Non-Ad Valorem Revenues, nor, except as provided in Section 10 hereof, nor does it preclude the Village from pledging in the future a particular source or sources of non-ad valorem revenues. Such covenant to budget and appropriate Legally Available Non-Ad Valorem 29520172:4 5 Revenues is subject in all respects to the payment of obligations heretofore or hereafter(but only to the extent permitted by Section 10 hereof)entered into, including but not limited to the payment of debt service on bonds and other debt instruments.However,the covenant to budget and appropriate in its Annual Budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Legally Available Non-Ad Valorem Revenues and placing on the Village a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder. SECTION 9. OPERATING BUDGET;FINANCIAL STATEMENTS. Before the first day of each Fiscal Year the Governing Body shall prepare, approve and adopt in the manner prescribed by law, a detailed Annual Budget. Such Annual Budget shall provide for revenues sufficient to comply with the Village's obligations hereunder,including any unsatisfied obligations from prior Fiscal Years. The Village shall annually provide to the Holder(a)the Village's audited financial statements, within 210 days of the end of each Fiscal Year, and (b) the Annual Budget within thirty (30) days of its adoption by the Village. At the close of each calendar quarter, commencing with the calendar quarter ending on June 30,2017,the Village shall provide the Lender with a report detailing expenditures on the Cost of the Project as of the end of such calendar quarter. The Village will also provide the Lender any other financial information that it shall reasonably request. SECTION 10. ANTI-DILUTION; ISSUANCE OF ADDITIONAL OBLIGATIONS. In each Fiscal Year in which any of the Notes are outstanding hereunder,and prior to the incurrence of additional debt secured by or payable from Legally Available Non-Ad Valorem Revenues,the Legally Available Non-Ad Valorem Revenues less the proportion of the Village's "Essential Government Services" that is covered by non ad valorem revenues, shall be at least 120% of the maximum annual debt service on debt secured by and/or payable from such Legally Available Non- Ad Valorem Revenues,including the Notes. For purposes of this test,maximum annual debt service on any variable rate debt will be assumed to bear interest at the actual interest rate borne by such debt for the month preceding the date of calculation.In addition,the Village will not issue any additional debt secured by or payable from a covenant to budget Legally Available Non-Ad Valorem Revenues unless no Event of Default exists hereunder and the other covenants of the Village contained herein will continue to be met, including but not limited to the anti-dilution covenant set forth in this Section 10. For purposes of this paragraph, "Essential Government Services" shall mean the Village's general governmental and public safety expenditures. SECTION 11. AUTO-DEBIT. At all times while this Agreement is in effect, loan payments from the Village shall be set up on auto debit,which will automatically transfer payments of principal of and interest on the Notes held by the Lender from a pre-designated account of the Village to the Lender on each payment date;provided,however,that the payment obligations of the Village shall only be satisfied upon receipt by the Lender of such amounts owed. 24520172:4 SECTION 12. MODIFICATION, AMENDMENT OR SUPPLEMENT. This Agreement may only be modified,amended or supplemented by an instrument in writing executed by the parties hereto. SECTION 13. EVENTS OF DEFAULT; REMEDIES. A. Events of Default. Any one or more of the following events shall be an"Event of Default": (i) The Village shall fail to pay the principal of or interest on any of the Notes within five (5) days of when due; (ii) The Village shall fail to pay the principal of or interest on any other loan or obligation for the repayment of money within five (5)days of when due; (iii) The Village shall (a) admit in writing its inability to pay its debts generally as they become due, (b) file (or have filed against it and not dismissed within 90 days) a petition in bankruptcy or take advantage of any insolvency act,(c)make an assignment for the general benefit of creditors, (d) consent to the appointment of a receiver for itself or for the whole or any substantial part of its property, or(e) be adjudicated a bankrupt;or (iv) The Village shall default in the due and punctual performance of any of its covenants, conditions, agreements and provisions contained herein or in the Notes, and such default shall continue for thirty(30)days after written notice specifying such default and requiring the same to be remedied shall have been given to the Village by the Holder of any of the Notes;provided that such default shall not be an Event of Default if the Village within such 30 day period commences and carries out with due diligence to completion (although not necessarily within such thirty(30) day period) such action as is necessary to cure the same. B. Remedies on Default. If an Event of Default shall have occurred and be continuing, the Holder may proceed to protect and enforce its rights hereunder by a suit,action or special proceeding in equity or at law,by mandamus or otherwise,either for the specific performance of any covenant or agreement contained herein or for enforcement of any proper legal or equitable remedy as such Holder shall deem most effectual to protect and enforce the rights aforesaid. While an Event of Default shall have occurred and be continuing, the Notes shall bear interest at the Default Rate. No remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission of a Holder to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event 29520172:4 7 of Default, or an acquiescence therein; and every power and remedy given by this article may be exercised from time to time, and as often as may be deemed expeditious by a Holder. SECTION 14. GENERAL AUTHORITY. The Mayor and the members of the Governing Body and the officers,attorneys and other agents or employees of the Village are hereby authorized to do all acts and things required of them by the Resolution and this Agreement, or desirable or consistent with the requirements thereof and hereof,for the full punctual and complete performance of all the terms, covenants and agreements contained herein, in this Agreement or in the Notes, including the execution of any documents or instruments relating to payment of the Notes,and each member,employee,attorney and officer of the Village is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated under the Resolution and hereunder. SECTION 15. CLOSING COSTS. The Village shall be responsible for paying the fees and costs of Lender's counsel not to exceed$10,000. SECTION 16. SAVINGS CLAUSE. If any section,paragraph,sentence,clause or phrase of this Agreement shall, for any reason, be held to be invalid or unenforceable, such decision shall not affect the validity of the remaining sections, paragraphs, sentences, clauses or phrase of this Agreement. SECTION 17. CONTROLLING LAW; OFFICIALS OF VILLAGE NOT LIABLE. All covenants, stipulations,obligations and agreements of the Village contained in the Resolution, this Agreement and the Notes shall be covenants, stipulations, obligations and agreements of the Village to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida.No covenant,stipulation,obligation or agreement contained in the Resolution,this Agreement or the Notes shall be a covenant, stipulation,obligation or agreement of any present or future member,agent,officer or employee of the Village or the Governing Body of the Village in his or her individual capacity,and neither the members or officers of the Governing Body of the Village nor any official executing the Notes shall be liable personally on the Notes or shall be subject to any personal liability or accountability by reason of the issuance or the execution of the Notes by the Village or such members thereof. SECTION 18. NO THIRD-PARTY BENEFICIARIES. Except as herein otherwise expressly provided,nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person,firm or corporation other than the parties hereto and a subsequent holder of the Notes issued hereunder,any right,remedy or claim, legal or equitable,under or by reason of this Agreement or any provision hereof,this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the Village and the Lender and their respective successors and assigns hereunder and under the Notes. 29520172:4 8 SECTION 19. COMPLIANCE WITH TAX REQUIREMENTS.It is the intention of the Village that the interest on the Series 2017A Note be and remain excluded from gross income for federal income tax purposes and to this end the Village hereby represents to and covenants with the Lender that it will comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Internal Revenue Code of 1986,as amended,to the extent necessary to preserve the exclusion of the interest on the Series 2017A Note from gross income for federal income tax purposes. In the event the interest on the Series 2017A Note is determined not to be excluded from gross income for federal income tax purposes, the interest rate thereon shall increase as provided in the form of Series 2017A Note attached as Exhibit"A." SECTION 20. SEVERABILITY. If any section,subsection,sentence,clause or provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected by such invalidity. SECTION 21. COUNTERPARTS.This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement,and,in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 22. WAIVER OF JURY TRIAL. THE VILLAGE AND THE LENDER IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM,WHETHER ARISING IN CONTRACT,TORT OR BY STATUTE,THAT ARISES OUT OF OR RELATES TO THIS LOAN AGREEMENT, THE NOTES OR THE RESOLUTION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE VILLAGE AND THE LENDER TO ENTER INTO THIS AGREEMENT. SECTION 23.NOTICES.All notices,requests,demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested,postage prepaid. In each case notice shall be sent to: If to the Village: Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach, Florida 33408-4906 Attention: Finance Director 29520192:4 9 Ifto, the Lender: Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite H 5 Scottsdale, Arizona 85255 Attention: Michael Krahenbuhl or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 23. SECTION 24. APPLICABLE LAW. This Agreement shall be governed by applicable federal law and the internal laws of the State. In the event ol'any legal proceeding arising out of or related to this Agreement,the Village and the I,ender consent to the exclusive jurisdiction and venue of State and federal courts located in the State of Florida. SECTION 25. ENTIRE AGREEMENT. This Agreement, the 1�esolution and the Notes embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. SECTION 26. EFFECTIVE DATE. This Agreement shall take effect immediately upon its execution by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written. Vlt.,l ACiI f ZTI-J-PAI BE By: David orri yor ATTEST: By: Melissa Teal, Village Clerk 29520172:4 10 PINNACLE PLULIC FINANCE, INC. By: Cathlee . Jilnlmnlez, 'e Director'tor Managin Director Executive Vice President 29844003:2 EXHIBIT"A" FORM OF SERIES 2017A NOTE 29520172;4 THIS NOTE MAY ONLY BE TRANSFERRED BY THE REGISTERED OWNER HEREOF IN ACCORDANCE WITH THE TRANSFER RESTRICTTIONS SET FORTH HEREIN. REGISTERED REGISTERED No. RA- 1 $8,900,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF NORTH PALM BACH NON-AD VALOREM REVENUE NOTE, SERIES 2017A Initial Interest Rate: Maturi , Date: Dated Date: 3.19% June 1, 2032 March 22, 2017 REGISTERED OWNER: PINNACLE PUBLIC FINANCE, INC. PRINCIPAL AMOUNT: EIGHT MILLION NINE HUNDRED THOUSAND AND 00/100 DOLLARS KNOW ALL MEN BY THESE PRESENTS,that the Village of North Palm Beach,Florida, a municipal corporation of the State of Florida(hereinafter called the"Village")for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, but solely from the revenues hereinafter mentioned, on the dates hereinafter provided,the Principal Amount identified above,and to pay,solely from such revenues,interest on the Principal Amount remaining unpaid from time to time,at the interest rate per annum identified above,until the entire Principal Amount has been repaid.Principal of and interest on this Note will be paid by bank wire, check, draft or bank transfer delivered to the Registered Owner hereof at its address as it appears on the registration books of the Village at the close of business on the fifth Business Day(as defined in the hereinafter described Loan Agreement),next preceding each interest payment date(the"Record Date");provided,however,that presentation and surrender of this Note shall not be required in connection with the payment of the Principal Amount except with respect to the final such payment. Interest on this Note shall be calculated on the basis of a 360 day year consisting of twelve (12)thirty day months and will be paid in arrears based on the amount drawn from time to time. Interest on this Note shall be payable on June 1 and December 1 of each year, beginning December 1,2017. Principal of this Note shall be payable in June 1 of each year,beginning June 1, 2025, in accordance with the following schedule: 1 29522656:4 Date Principal Amount Due June 1, 2025 $ 895,000 June 1, 2026 1,040,000 June 1, 2027 1,070,000 June 1, 2028 1,105,000 June 1, 2029 1,140,000 June 1, 2030 1,180,000 June 1, 2031 1,215,000 June 1, 2032 (maturity) 1,255,000 Each date when principal and/or interest on this Note is due is a "Payment Date." If any Payment Date is not a Business Day,the payment otherwise due on such Payment Date shall be due on the next succeeding Business Day. Upon the occurrence of an Event of Default(as defined in the Loan Agreement)until such Event of Default has been cured this Note shall bear interest at the Default Rate (as defined in the Loan Agreement). This Note is issued in the principal amount of$8,900,000,issued to finance the Costs of the Project(as defined in the Loan Agreement),pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida,including particularly Article VIII,Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village (collectively,the"Act"),Resolution No.2017-22,adopted by the Village Council of the Village on March 9,2017(the"Resolution"),and that certain Loan Agreement dated March 22,2017,between the Village and Pinnacle Public Finance,Inc. (the"Loan Agreement"). Simultaneous herewith,the Village is issuing its Non-Ad Valorem Revenue Note, Series 2017B in the principal amount of $6,100,000,the proceeds of which will also be used to finance the Costs of the Project(the"Series 2017B Note"). This Note and the interest hereon are secured by the Village's covenant to budget and appropriate in each Fiscal Year from its Legally Available Non-Ad Valorem Revenues, sufficient moneys to pay the principal of and interest on the Note, until this Note has been paid in full. Reference is hereby made to the Loan Agreement for the provisions, among others, relating to the terms and security for the Note,the custody and application of the proceeds of the Note,the rights and remedies of the Registered Owner of the Note and the limitations thereon,and the extent of and limitations on the Village's rights,duties and obligations,to all of which provisions the Registered Owner hereof for himself and his successors in interest assents by acceptance of this Note. All terms used herein in capitalized form,unless otherwise defined herein, shall have the meanings ascribed thereto in the Loan Agreement. In the event of a Determination of Taxability, the interest rate payable hereunder shall be automatically increased to 4.91% (the"Taxable Rate"),effective retroactively to the date on which interest is determined to have been includable in gross income for federal income tax purposes. In 2 29522656:4 addition, upon a Determination of Taxability, the Village agrees to pay to the Registered Owner subject to such Determination of Taxability the Additional Amount upon demand. "Additional Amount"means(i)the difference between(a)interest on this Note for the period commencing on the date on which the interest on this Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note(the"Taxable Period")at a rate per annum equal to the Taxable Rate,and(b)the aggregate amount of interest paid on this Note for the Taxable Period under the provisions of this Note without considering the Determination of Taxability,plus(ii)any penalties and interest paid or payable by such Registered Owner to the Internal Revenue Service by reason of such Determination of Taxability.As used herein,"Determination of Taxability"means(i) a final decree or judgment of any federal court or a final action of the Internal Revenue Service or of the United States Treasury Department determining that any interest payable on this Note is includable in the gross income of the Registered Owner or(ii) receipt of an opinion of nationally recognized bond counsel selected by the Lender and acceptable to the Village to the effect that interest payable on this Note is includable in the gross income of the Registered Owner. No such decree or action described in clause(i)of the above definition of Determination of Taxability shall be considered final for the purposes of this paragraph unless the Village has been given written notice thereof and, if it is so desired by the Village and is legally permissible,the Village has been afforded the opportunity to contest the same,at its own expense,either directly or in the name of the Registered Owner and until the conclusion of any appellate review, if sought. Provided, that a Determination of Taxability shall only be deemed to have occurred if due to the action or inaction of the Village. Notwithstanding the foregoing,in no event shall the interest rate payable on this Note in any year exceed the maximum rate permitted by law. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE,OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE REGISTERED OWNER OF THIS NOTE THAT SUCH REGISTERED OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE VILLAGE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT.THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY REAL OR TANGIBLE PERSONAL PROPERTY OF OR IN THE VILLAGE. This Note may be prepaid in whole but not in part at any time on or after June 1,2025,at a redemption price equal to 100%of the principal amount being prepaid plus accrued interest through 3 29522656.4 the redemption date. The Village shall notify the Registered Owner of any intended prepayment at least three (3)Business Days in advance. This Note (or any interest herein or portion thereof) may be assigned by the owner of this Note, or any assignee or successor-in-interest thereto upon at least five (5) Business Days prior written notice to the Village,but such assignment may only be made to affiliates of the Lender or to banks, insurance companies or similar financial institutions and their affiliates, including participation arrangements with such entities. Such assignment shall only be effective, and the Village obligated to pay such assignee,upon delivery to the Village Clerk at the address set forth in the Loan Agreement of a written instrument or instruments of assignment in the form provided herein, duly executed by the owner of this Note or by his attorney-in-fact or legal representative, containing written instructions as to the details of assignment of this Note, along with the social security number or federal employer identification number of such assignee. In all cases of an assignment of this Note the Village shall at the earliest practical time enter the change of ownership in the registration books; provided,however,the written notice of assignment must be received by the Village Clerk no later than the close of business on the fifth Business Day prior to a Payment Date in order to carry the right to receive the interest and principal payment due on such Payment Date.The Village may conclusively rely on the authenticity of any Form of Assignment delivered to it in accordance with this paragraph and accompanied by the original of the Note to which it relates. Any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address provided in the Loan Agreement, or such other address or addresses as the Registered Owner shall provide the Village in writing.In the event of an assignment of this Note,any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address or addresses shown on the Form of Assignment hereto, or such other address or addresses as the Registered Owner shall provide the Village in writing.Any notice required to be given to the Village hereunder shall be given to the Village Clerk at the address provided in the Loan Agreement or such other address or addresses as the Village shall provide the Registered Owner in writing It is hereby certified and recited that all acts, conditions and things required to exist, to happen,and to be performed precedent to and in the issuance of this Note exist,have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Note does not violate any constitutional or statutory limitation or provision. THE REGISTERED OWNER, BY ITS ACCEPTANCE OF THIS NOTE, AND THE VILLAGE,BY ITS ACCEPTANCE OF THE PROCEEDS OF THE NOTE,VOLUNTARILY AND INTENTIONALLY WANE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE,THE RESOLUTION,THE LOAN AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. 4 29522656:4 IN WITNESS WHEREOF, the Village of North Palm Beach, Florida has issued this Note and has caused the same to be executed by the manual signature of the Mayor, and attested by the manual signature of the Village Clerk and its corporate seal or a facsimile thereof to be affixed or reproduced hereon, all as of the day of March, 2017. VILLAGE OF NORTH PALM BEACH, FLORIDA (SEAL) Mayor ATTEST: Village Clerk 5 29522656:4 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note in the books kept by the Village for the registration thereof,with full power of substitution in the premises. Dated: NOTICE: The signature of this SOCIAL SECURITY NUMBER OR assignment must correspond with FEDERAL IDENTIFICATION NUMBER the name as it appears upon the OF ASSIGNEE within Note in every particular, without enlargement or alteration or any change whatever. [Form of Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM -as tenants in common TEN ENT-as tenants by the entireties JT TEN -as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT- Custodian for (Cust.) (Minor) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in the above list. 29522656:4 EXHIBIT"B" FORM OF SERIES 2017B NOTE 29524172:4 THIS NOTE MAY ONLY BE TRANSFERRED BY THE REGISTERED OWNER HEREOF IN ACCORDANCE WITH THE TRANSFER RESTRICTTIONS SET FORTH HEREIN. REGISTERED REGISTERED No. RB- 1 $6,100,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF NORTH PALM BACH NON-AD VALOREM REVENUE NOTE, SERIES 2017B Initial Interest Rate: Maturity Date: Dated Date: 3.78% June 1,2025 March 22,2017 REGISTERED OWNER: PINNACLE PUBLIC FINANCE, INC. PRINCIPAL AMOUNT: SIX MILLION ONE HUNDRED THOUSAND AND 00/100 DOLLARS KNOW ALL MEN BY THESE PRESENTS,that the Village ofNorth Palm Beach,Florida, a municipal corporation of the State of Florida(hereinafter called the"Village")for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, but solely from the revenues hereinafter mentioned, on the dates hereinafter provided,the Principal Amount identified above,and to pay,solely from such revenues,interest on the Principal Amount remaining unpaid from time to time,at the interest rate per annum identified above,until the entire Principal Amount has been repaid.Principal of and interest on this Note will be paid by bank wire, check,draft or bank transfer delivered to the Registered Owner hereof at its address as it appears on the registration books of the Village at the close of business on the fifth Business Day(as defined in the hereinafter described Loan Agreement),next preceding each interest payment date(the"Record Date");provided,however,that presentation and surrender of this Note shall not be required in connection with the payment of the Principal Amount except with respect to the final such payment. Interest on this Note shall be calculated on the basis of a 360 day year consisting of twelve (12)thirty day months and will be paid in arrears based on the amount drawn from time to time. Interest on this Note shall be payable on June 1 and December 1 of each year, beginning December 1,2017.Principal of this Note shall be payable in June 1 of each year,beginning June 1, 2018,in accordance with the following schedule. 1 29523222:3 Date Principal Amount Due June 1, 2018 $ 680,000 June 1, 2019 805,000 June 1, 2020 835,000 June 1, 2021 865,000 June 1,2022 900,000 June 1,2023 935,000 June 1,2024 970,000 June 1, 2025 (maturity) 110,000 Each date when principal and/or interest on this Note is due is a "Payment Date." If any Payment Date is not a Business Day,the payment otherwise due on such Payment Date shall be due on the next succeeding Business Day. Upon the occurrence of an Event of Default(as defined in the Loan Agreement)until such Event of Default has been cured this Note shall bear interest at the Default Rate (as defined in the Loan Agreement). This Note is issued in the principal amount of$6,100,000,issued to finance the Costs of the Project(as defined in the Loan Agreement),pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida,including particularly Article VIII,Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village (collectively,the"Act"),Resolution No.2017-22,adopted by the Village Council of the Village on March 9,2017(the"Resolution"),and that certain Loan Agreement dated March 22,2017,between the Village and Pinnacle Public Finance,Inc. (the"Loan Agreement"). Simultaneous herewith,the Village is issuing its Non-Ad Valorem Revenue Note, Series 2017A in the principal amount of $8,900,000,the proceeds of which will also be used to finance the Costs of the Project(the"Series 2017A Note"). This Note and the interest hereon are secured by the Village's covenant to budget and appropriate in each Fiscal Year from its Legally Available Non-Ad Valorem Revenues, sufficient moneys to pay the principal of and interest on the Note, until this Note has been paid in full. Reference is hereby made to the Loan Agreement for the provisions, among others,relating to the terms and security for the Note, the custody and application of the proceeds of the Note,the rights and remedies of the Registered Owner of the Note and the limitations thereon,and the extent of and limitations on the Village's rights,duties and obligations,to all of which provisions the Registered Owner hereof for himself and his successors in interest assents by acceptance of this Note. All terms used herein in capitalized form,unless otherwise defined herein, shall have the meanings ascribed thereto in the Loan Agreement. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE VILLAGE,OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION 2 29523222:3 THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE REGISTERED OWNER OF THIS NOTE THAT SUCH REGISTERED OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE VILLAGE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT.THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY REAL OR TANGIBLE PERSONAL PROPERTY OF OR IN THE VILLAGE. This Note may not be prepaid prior to maturity, in whole or in part. This Note (or any interest herein or portion thereof) may be assigned by the owner of this Note, or any assignee or successor-in-interest thereto upon at least five (5) Business Days prior written notice to the Village,but such assignment may only be made to affiliates of the Lender or to banks, insurance companies or similar financial institutions and their affiliates, including participation arrangements with such entities. Such assignment shall only be effective, and the Village obligated to pay such assignee,upon delivery to the Village Clerk at the address set forth in the Loan Agreement of a written instrument or instruments of assignment in the form provided herein, duly executed by the owner of this Note or by his attorney-in-fact or legal representative, containing written instructions as to the details of assignment of this Note, along with the social security number or federal employer identification number of such assignee. In all cases of an assignment of this Note the Village shall at the earliest practical time enter the change of ownership in the registration books;provided,however,the written notice of assignment must be received by the Village Clerk no later than the close of business on the fifth Business Day prior to a Payment Date in order to carry the right to receive the interest and principal payment due on such Payment Date.The Village may conclusively rely on the authenticity of any Form of Assignment delivered to it in accordance with this paragraph and accompanied by the original of the Note to which it relates. Any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address provided in the Loan Agreement, or such other address or addresses as the Registered Owner shall provide the Village in writing.In the event of an assignment of this Note,any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address or addresses shown on the Form of Assignment hereto, or such other address or addresses as the Registered Owner shall provide the Village in writing.Any notice required to be given to the Village hereunder shall be given to the Village Clerk at the address provided in the Loan Agreement or such other address or addresses as the Village shall provide the Registered Owner in writing It is hereby certified and recited that all acts, conditions and things required to exist, to happen,and to be performed precedent to and in the issuance of this Note exist,have happened and have been performed in regular and due form and time as required by the laws and Constitution of 3 29523222:3 the State of Florida applicable hereto, and that the issuance of the Note does not violate any constitutional or statutory limitation or provision. THE REGISTERED OWNER, BY ITS ACCEPTANCE OF THIS NOTE, AND THE VILLAGE,BY ITS ACCEPTANCE OF THE PROCEEDS OF THE NOTE,VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE,THE RESOLUTION,THE LOAN AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. IN WITNESS WHEREOF, the Village of North Palm Beach, Florida has issued this Note and has caused the same to be executed by the manual signature of the Mayor, and attested by the manual signature of the Village Clerk and its corporate seal or a facsimile thereof to be affixed or reproduced hereon, all as of the day of March,2017. VILLAGE OF NORTH PALM BEACH, FLORIDA (SEAL) Mayor ATTEST: Village Clerk 4 29523222:3 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note in the books kept by the Village for the registration thereof,with full power of substitution in the premises. Dated: NOTICE: The signature of this SOCIAL SECURITY NUMBER OR assignment must correspond with FEDERAL IDENTIFICATION NUMBER the name as it appears upon the OF ASSIGNEE within Note in every particular, without enlargement or alteration or any change whatever. [Form of Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM -as tenants in common TEN ENT- as tenants by the entireties JT TEN -as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT- Custodian for (Cust.) (Minor) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in the above list. 29523222:3 SPECIMEN THIS NOTE MAY ONLY BE' 'I'RAXSI`ERRED BY THE RE.GIS"FERED OWXEI� FIEREOFfN ACCORDANCE Wll'l11"Ill'*°I'RANSIEl�RF�Sf'lIC'I"I'IONS"SIS TFORTH HEREIN. REGISTERED REGISTERED No. RA- 1 $8,900,0oo.00 UNITED STATES OF AMERICA STA'FE 0IFFLORIDA VILLAGE 0F' NOR'n­'i PALBACH NON-AD VALOREM Rl--,VENLJE NOTE, SERIES 2017. Initial interest Rate: Maig Dated Date: 3.19% June 1, 2032 March 22, 2017 REGISIT',RED OWNER: PJNNACLFPUBLfC FINANCE, INC. PRINCIPA111 AMOUNT: EIGHT MILLION NINE HUNDRED THOUSAND AND 00/100 DOLLARS KNOW ALL MEN BY THESE PR.F,SEN`FS,that the Village of North Palm Beach,171orida, a man icipal corporation of the State of Florida(hereinafter called the"Village") for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, but solely frorn the reverILICS hereinafter mentioned, On the dates hereinafter provided, the Principal Amount identified above,and to pay,solely firorn such revenues,interest can the Principal Amount remaining unpaid frorn time to time,at the interest rate per annurn identified above, Until the entire Principal Amount has been repaid. Principal ofand interest on this Note will be paid by bank wire, cheek, draft or bank transfer delivered to the Registered Owner hereof at its address ris it appears on the registration books of the Village at the close of business On the fifth Business Day(as defined in the hereinafter described Loan Agreement),next preceding each interest payment date(tire"Record Date"); provided, however,that presentation and surrender of this Note shall riot be required in connection with the payrnent of the Principal Arnourn except with respect to the final SUCII payment. Interest oil this Note shall be calculated on the basis ofa 360 day year consisting of twelve (12) thirty day months and will be paid in �rrrears based on the amount drawn from time tri brae. Interest oil this Note shall be payable Oil June I and December I cif each year, beginning, December 1,2017. Principal of this Note shall be payable ill June I ofeach year,beginning June 1, 2025, in accordance with the following schedule: 29522656A S 1% PECIMEN Date Principal Arnognt Que .j_� June 1, 2025 S 895,000 June 1, 2026 1,040,000 June 1, 2027 1,070,000 June 1, 20213 1,105,000 June 1, 2029 1,140,000 June 1, 2030 1,180,000 June 1, 2031 1,215,000 June 1, 2032 (maturity) 1,255,000 Each date when principal and/or interest on this Note is due is a "Payment Date," If any Payment Date is not as Business Day,the payment otherwise due On Such Payment Date shall be due on the next succeeding Business Day. Upon tile OCCUITence ofan Event of efault (as defined in the Loan Agreement) until such Event or Defiatilt has been cured this Note shall bear interest at the Default Rate (as defined in the Loan Agreement). This Note is issued in the principal aAMOUnt of 13,900,000, issued to finance the Costs of the Project(as clefined in the Loan Agreement),J)UrAlaut to theaUthOrity of and in Rill compliance with the Constitution and laws ofthe State ofFlorida,including particularly Article Vill,Section 2 ofthe Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Village (collectively,the"Act"),Resolution No. 2017-22,adopted by the Village Council ofthe Village on March 9,2017(the"Resolution"),and that certain Loan Agreement dated March 22,2017, between the Village and Pinnacle Public Finance, Inc, (the*'Loan Agreement"). Simultaneous herewith,the Village is issuing its Non-Ad Valorem Revenue Note, Series 201713 in the principal amount of $6,100,000, the proceeds of which will also be use(] to finance the Costs of the Project (the "Series 20173 Note"). 'rhis Note and the interest hereon are secured by the Village's covenant to budget and appropriate in each Fiscal Year from its Legally Available Non-Ad Valorem Revenue-,, sufficient moneys to pay the principal of and interest on the Note, until this Note has been paid in full. Reference is hereby made to the Loan Agreement for the provisions, among others, relating to the terms and security for the Note, the custody and application of the proceeds of the Note,the rights and remedies ofthe Registered Owner ofthe Note an(]the limitations thereon,and the extent ofand limitations on the Village's rights, duties and obligations, to all of which provisions the Registered (Owner tiei-eorf(.)i,iiiiiiself,,iiicI his successors in interestassents by acceptance ofthis Note. All terms used herein in capitalized form, unless otherwise defined herein, shall have the meanings ascribed thereto in the Loan Agreement. In the event of a Determination of'Faxability, the interest rate payable hereunder shall be automatically increased to 4.91% (the"Taxable Rate"),of Tective retroactively to the date on which interest is determined to have been includable in gross income for federal income tax purposes, In 2 29522656A SPECIMEN addition, upon as Determination of Taxability, the Village agrees to pay to the Registered Owner subject to such Determination of" Faxability the Additional Arnount 'upon demand, "Additional Amount"means(i)the difference between(a)interest on this Note for the period commencing on the date on which the interest on this Note ceased to be excludable ftorn gross income for fl,deral income tax purposes and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note(the"Taxable Period") at a rate perannuill equal to the Taxable Rate, and (b)the aggregate amount of interest paid on this Note for the 71,axable Period tinder the provisions of this Note without considering the Determination offaxability,plus (ii)any penalties and interest paid or payable by such Registered Owner to the Internal Revenue Service by reason of'such Determination ol'Taxability,As used herein,"Determination of Taxabi I ity"means(i) as final decree or judgment cif any federal court or a tinal action of the Internal Revenue Service or of the United States Treasury Department determining that any interest payable on this Note is includable in the cue � tegsOwn ( ) receipt of an opinion ofnationally recognizedbond ounsel selected by the Lender and acceptable to the Village to the effect that interest payable on this Note is includable in the gross income of the Registered Owner, No such decree or action described in clause(i)of the above definition of Determination of-Faxability shall be considered final for the pL1r])0.SC1; of this paragraph unless the Village has been given Nvritten C� notice thereof and, ifit is so desired by the Village and is legally permissible,the Village has been afforded the opportunity to contest the same,at its own expense,either directly or in the narne of the Registered Owner and until the conclusion of any appellate review, if'SOLIght, Provided, that a Determination of'Taxability shall only be deemed to have occurred if due to theaction or inaction of the Village. Not,vithstanding the foregoing,in no event shall the interest rate payable on this Note in any year exceed the maximum rate permitted by law, THIS NOTE SHALL NOT BE DI:7E-MED TO CONSTITUTE A GENE�RAL DEBT OR A PLEDGE OF THE FAITI-1 AND CREDIT OF THE VILLAGE,OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL. SUBDIVISION "I'l-IERE01" WITHIN 1TIE MEANING OF ANY CON s'rffuTiONAI- LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREJ. D By Ti-m' REGIST T.:RED WAINER,OF' HIS NOTE THATSUCII Rf.GISTERED OWNER Sl-JAI.I.,NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALORENITAXING PO'WER, OFTI-1E VILLAGE OR ANYOTHER POLITICAL SUBDIVISION OF TI IE sTATE OF FLORIDA OI TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR TI-IF" PAYMENT OF THE PRINCIPAL OF, MEMIUM, IF ANY, AND INP I"ER 1-1,"ST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUN'FSI)IZOVII)I'DiaORINTIIELC)ANA(jRl''lN4ENT. 'I'IiISNO"1'1', ANDTFIE INDEBTEDNESS EVIDENCE"D HEREBY SHALL N01", C'O N SJ1 ITUTE A LIEN UPON ANY RI.'AL ORTANGIBLE' PE'RSONAL PROPERTY OF OR IN THE VILLAGE. This Note may be prepaid in whole but not in part at,any tinic on or after June 1,2025,at a redemption price equal to 100%ofthe principal amount being prepaid plus accrued interest through 3 29522656A ;:�PECIMEN the redemption date, The Village shall notify the Registered Owner of any intended prepayment at least three (3) Business Days in advance. This Note (or any interest herein or portion thereof) may be assigned by the owner of this Note, or any assignee or successor-in-interest thereto upon at least five (5) Business Days prior written notice to the Village,but such assignment may only be made to affi I kates of the Lender or to banks, insurance companies or similar financial institutions and their affiliates, including participation arrangements with such entities, Such aAssignment shall only be effective, and the Village obligated to pay such assignee, upon delivery to the Village Clerk at the address set forth in the Loan Agreement of a written irStIliment or instrUrnentS of assignment in the form provided herein, duty executed by the owner of this Note or by his attorney-in-fact or legal representative, containing Written instructions as to the details of assignment of this Note, along with the social security number or federal employer identification number of such assignee. In all cases of in assignment ofthis Note the Village shall at the earliest practical time enter the change of ownership in the registration books; provided, however, the written notice of assignment must be received by the Village Clerk no later than the close of business on the fifth Business Day prior to a Payment Date in order to carrr the right to receive the interest and principal payment due on such Payment Date.The Village may conclusively rely on the authenticity of anyForm ofAssignment delivered to it in accordance with this paragraph and accompanied by the original of the Note to which it relates. Any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address provided in the Loan Agreement, or such other address or addresser as the Registered Owner shall provide the Village in writing,In the event of an assignment of this Note,any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the,address or addresses shown on the Form ol'Assignment hereto, or such other address or addresses as the Registered Owner shall provide the Village in writing.Any notice required to be given to the Village hereunder shall be given to the Village Clerk at the address provided in the Loan Agreement or such other address or addresses as the Village shall provide the Registered Owner in writing It is hereby certified and rccited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in the issuance of this Note exist,have happened and have been performed in regular and due form and time as required by the laws and Constitution Of the State of Florida applicable hereto, and that the issuance of the Note (toes not violate any constitutional or statutory limitation or provision. TIJE R.13GISTERED OWNE"R, BY 171"S ACCE"PTANCE, OF T[IIS NOT]"," AND THE VILLAGE,BY ITS ACCEPTANCE OFTHE PROCEEDS OF TFJE NOTE,.,VOLUNTARILY AND INTENTIONALLY WAIVE THE, IZIGFIT EITI-II'R MAY HAVE TO A TRIAL 13Y JURY IN RESP ECTTO ANY LITIGATION 13ASED HEREON, OR ARISING OUTOF, I.JNDI,.,',,R OR IN CONNECTION WITI-ITHIS NOTE,THE RESOLATFION,THE LOAN AGREEMENTOR ANY OTHER AGREE-7MNT CONTE'NIPLATED TO BE. EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OR DEALING, STATI-IMENTS (WHETHER VERBAL OR',AIRI'l-I-E�'N) OR ACTIONS 01" FTITIER PARTY, 4 29522656A SPECIMEN fN WITNESS WHEREOF, the Village of North Palm Beach, Florida has issued this Note and has caused the sarne to be executed by the mantial signature of the Mayor, andattested by the inmival signature of the Village Clerk and its corporate seal ot°a facsimile thereof to be affixed or reproduced hercon, all as of the 'i day of March, 2017, G,I i, FT 0 R I D A VI I G F I LI B (SEAL) ATITST: Village Clerk 5 295Z2656�4 S N, PECIMEN FORM OF ASSIGNMENT FOR VALUE RE','CEIVED, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints —_attorney to transfer the within Note in the books kept by the Village for the registration thereof, with (tall power ot'substitution in the premises. Dated: NOTICI"': The signature of this SOCIAL SECURITY'NUMBER OR assignment must correspond with FEDERAL, I DENTIF1 CATION NUMBER (lie narne as it appears upon the OF ASSIGNEE within Note in every particular, Without enlargement or alteration orany change whatever. [I"orm of Abbreviations] The following abbreviations, wben used in the inscription on the, face of`the within Note, shall be construed as though they were Written Out in full according to the applicable laws or regulations, TEN COM -as tenants in common 'FEN ENT- as tenants by the entireties JT TEN -as joint tenants with the right of'survivorship and not as tenants in common UNIFORM TTANS MIN ACT- Custodian for (Cust.) (Minor) tinder Unilbrin Transfers to Minors Act of (State) Additional abbreviations may also be used though not in the above list, 29522656:4 SPECIMEN THIS NOTE MAY ONLY BE TRANSFERRED BY THE REGISTERED OWNER HEREOF IN ACCORDANCE WITI-ITHE TRANSFER RESTRICTTIONS SET FORTH HEREIN, REGISTERED R_EGISTEREID No. RB- 1 $6,100,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE 017 NORTH PALM BACH NON-AD VALOREM RI_`VENUE NOTE, SERIES 2017B Initial Interest Rate: Maturity Date: Dated Date: 3.78% June 1, 2025 March 22, 2017 REGISTERED OWNER: PINNACLE PUBLIC FINANCE, INC, PRINCIPAL AMOUNT: SIX MILLION ONE HUNDRED THOUSAND AND 00/100 DOLLARS KNOW ALL MEN BY THESE PRESENTS,that the Village ofNorth Palm Beach,Florida, a municipal corporation of the State of Florida(hereinafter called the"Village") for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, but solely frorn the revenues hereinafter mentioned, on the dates hereinafter provided,the Principal Amount identified above,and to pay,solely from such revenues,interest on the Principal Amount remaining unpaid from time to time,at the interest rate per annum identified above, until the entire Principal Amount has been repaid. Principal of and interest on this Note will be paid by bank wire, check, draft or bank transfIer delivered to the Registered Owner hereof at its address as it appears on the registration books ofthe Village at the close of business on the firth Business Day(as defined in the hereinafter described Loan Agreement),next preceding each interest payment date(the"Record Date");provided, however, that presentation and surrender of this Note shall not be required in connection Nvith the payment of thePrincipal Amount except with respect to the final such payment. Interest,on this Note shall be calculated on the basis of a 360 (lay year consisting of'twelve (12) thirty day months and will be paid in arrears based on the amount drawn from time to time, Interest on this Note shall be payable on June I and December I of each year, beginning December 1,2017. Principal of this Note shall be payable in June I ofeach year, beginning June 1, 2018, in accordance with the following schedule. 295232223 PECIMEN Date Pr inci xil Amount Due June 1, 2018 680,000 Jure 1, 2019 805,000 June 1, 2020 835,000 June 1, 2021 865,000 June 1, 2022 900,000 June 1, 2023 935,000 June 1,2024 970,000 June 1, 2025 (MaWrit)') 110,000 Each date when principal and/or interest on this Note is due is a "Payment Date." if zany Payment Date is not a Business Day,the payment otherwise due Oil SLICII Payment Date shall be clue oil the next succeeding Business Day. Upon the occurrence of all Event of Default (as defined in the Loan Agreement) until such Event of Default has been cured this Note shall bear interest tit the Default Rate (as defined ill the Loan Agreement), This Note is issued in the principal arnount oto` 6,'100,000,issued to finance the Costs of the Project(as defined in the ].loan Agreement),pursuant to the authority ofand in full compliance evith the Constitution and laws ofthe State of Florida,including particularly Article Vill,Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of The Village (collectively,the"Act"), Resolution No. 2017-22,adopted by the Village Council of the Village oil March 9,2017(the"Resolution"),and that certain Loan Agreement dated March 22,2017,between the Village and Pinnacle Public Finance, Ine, (tic"LoanAgreement"), SiMUltaneous herewith, tile Village is issuing its Non-Ad Valoren-I ROICIAle Note, Series 2017A in the principal aniount of $8,900,000, the proceeds ofxhich will also be used to finance the Costs of tine Project(the"`Series 2017A Note"). This Note and the interest hereon are secured by the Village's covenant to budget and appropriate in each Fiscal Year frorn its Legally Available Non-Ad Valorem Revenues, suflIcient moneys to pay the principal of and interest oil the Note, until this Note has been paid in full. Deference is hereby made to the Loan Agreement for the provisions, among others, relating to the terms and SCCLirity for the Note, the custody and application of the proceeds of the Note, the rights and remedies of the Registered Owner of the Note and the limitations thereon,and the extent of and limitations on the Village's rights, duties and obligations,to all ofwhich provisions the Registered Owner hereof For hirriselfand his successors in interest assents by acceptance of this Note. All terms Used herein in capitalized form, unless other��ise defined herein, shall li,,,we the meanings ascribed thereto in the Loan Agreement. THIS NOTE SHALL NOT`BE DEEMED TO CONSTITUTE A (11-11"NE"RAL DEBTOR A PLEDGE 01""1`111 FAITH AND CREDITO `1 VILLAGE,ORA DEBTOR PLEDGE OF'ri-IE I FAITH AND CREDIT 01-, THE STA'I"'E OF FLOJUDA OR ANY POLITICAL SUBDIVISION 2 293232223 oPECIMEN wjn-ilN THE MEANING 01:` ANY CON STITUTI ONA L, LE"GISLATIVE OR CHARTER PROVISION OR LIMITATION, ANt.) IT IS EXI)RJ' SSI.Y AGREED BY REGISTERED OWNER OF'I"I-IIS NOTETHAT SUCH REGISTERED OWNER SHALL NEVER 14AVE THE RIGHT, DIRECTLY OR INDMECTLY, TO REQUIRE OR CON4PEj,, T[-]E EXERCISE OFTHE AD VALOREM TAXING I)OWER OF THE VILLAGE OR ANY OTHER POLITICAL SUBDIVISION OFTHE STATE Ol"FLORIDA.ORTAXATION IN ANY FORM ON ANY REAL OR PERSONAL I)ROPERTY FORTHE PAYMENT OF '1'I-IE PRINCIPAI' OF, PREMIUM, IF ANY, AND INT EREST ONTI]IS NUFFOR F()R 'I-I,lE PAYMENTOI' ANY OTIJER AMOUNTS PROVIDED FOR fN 'I'Hl'-1' LOAN AGREEMENT. "1'lIIS NOTE" ANDTHE INDEBTEDNESS E`VIDNCED HEREBY SHALL NOT CONSTITUTE, A LIEN UPON ANY REAL OR TANGIBLE PERSONAL PaOI)ERTY OF OR IN "I'l IE VILLAGE. ']'his Note may not be prepaid prior to maturity, in whole or in part. This Note (or any interest herein or portion thereof') may be assigned by the owner orthis Note, or any assignee or successor-in-interest thereto upon at least five (5) Business Days prior written notice to the Village,but Such assignment may only be made to affiliates ofthe I-ender or to banks, insurance companies or similar financial institutions and their affiliates, including participation arrangemOntS 'Nith Such entities Such assignaient shall only be effective, and the Village obligated to pay such assignee,upon delivery to the Village(.1erkat the address set rorill ill the Loan Agreement of written instrument or instruments of assignment in the form provided herein, duly executed by the owner of this Note or by his attorney-in-fact or legal representative, containing written instructions as to the details of assignment of*this Note, along with the social security number or federal employer identification number of such assignee. In all cases of ata assignment of this Note the Village shall at the earliest practical time enter the change of ownership in the registration books; provided, however, the written notice ofassignment must be received by the Village Clerk no later than the close of'business oil the firth Business Day prior to a Payment Date in order to carry the right to receive the interest and principal payment due oil such Payment Date.The Village may conclusively rely on the authenticity ofany l"orm of Assignment delivered to it in accordance Nvith this paragraph and accompanied by the original ofthe Note to which it relates. Any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address provided in the Loan Agreement. or such other address or addresses as the Registered Owner shall provide the Village in writing,In the event of all assignment ofthis Note,any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address oraddresses shown oil the Form of Assignment hereto, or such other address or addresses as the Registered Owner shall provide the Village in writing.Ail), notice required to be given to the Village hereunder shall be given to the Village Clerk at theaddress provided in the Loan Agreement or such other address oraddressesas the Village shall provide the Registered Owner in writing It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent toand in (lie issuance of this Note exist,have happenedand have been perfornied in regular and due form and time as required by the laws and Constitution of 3 29523222:3 S""PEC I MEN the State of Ilorida applicable hereto, and that the iSSLIanCe of the Note does not violate any constitutional or StatL110r)1 limitation or provision, THE, REGISTERED OWN1 R, BY ITS ACCLIPTANCE 01" THIS NOTE, AND -ITIE VILLAGE,BY ITS ACCT I"I'ANCEOFTHE PROCEEDS 01;'ITIli NOTE,VOLUN]I ARILY AND IN'l"ENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPI CTTO ANY LITIGATION BASED HEREON, OR ARISING OUT01", UNDER OR IN CONNECTION WITI-I THIS NO"I'E,'I-1ll-,-"lESOIU'I'ION,'I-I-IE LOAN AGREEMENT OR ANY OTHER AGI Ef,,;,N/IENT CONTI.'NPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, CII. ANY COURSE OF CONDUCT. COURSE OR DEALING, STATEMENTS ()AIFIETHER VERBAL OR WRIT-1-11"N) OR ACTIONS OF EFITIr-R, PARTY, IN WITNI"SS WHEREOF, the Village ofNorth Palin Beach, Florida has issued this Note and has caused the same to be executed by the manual signature of the Mayor, and attested by the manual signature of the Village Cleric and its corporate seal or a facsimile thereorto be affixed or reproduced hereon, all tis of the 7,1" day of March, 2017. V PA 4, FLORIDA (SE,A I Mat�I or ATTEST: 7 Village Clerk 4 29i23222:3 SPECIMEN FORIM OF ASSIGNMENT FOR. VALUE RECEIVED, the undersigned hereby, sells, assigns and lransllm unto ....... the within Note and all rights thereunder, and hereby irrevocably Constitutes and appoints attorney to transfer the within Note in the books kept by the Village for the registration thereof', with ftill power of'substitution in the premises. Dated: NOTICE: The signature ol'this SO(''JAI, SECURITY NUMBER OR assigiu-nent must correspond with FEDERAL IDENTIFICATION NUMBER the narne as it appears upon the OF ASSIGN[`E within Note in every particular, without enlargement or alteration or any change whatever. [Forin ol'Abbreviations] The flollowing abbreviations, when use(] in the inscription on the face of the within Note, shall be construed as thOLI&II1 they were written out in full according to the applicable laws or regulations. TEN CONI - as tenants in common TEN INT- as tenants by the entireties YF TEN -as joint tenants with the right of survivorship and not as tenants in common UN1FORMTRANS Ml'N ACT - Custodian fM _.(Cust,) (Min0r) under Uniforni Transt'ers to Minors Act of* (State) Additional abbreviations may also be used though not in thea above list. 29,5232223 ISSUER CERTIFICATE The undersigned officers of the Village of North Palm Beach, Florida (the "Issuer") DO HEREBY CERTIFY THAT: 1. They are the duly elected,qualified and acting incumbents of their respective offices of the Issuer, as set forth after their signatures hereto, and as such are familiar with its books and corporate records. 2. The Issuer is a body corporate and politic duly organized, existing and in good standing under and by virtue of the laws of the State of Florida,and as such has all requisite power and authority to issue debt and to carry on its business as now being conducted. 3. The following are the duly elected,qualified and serving Mayor and members of the Village Council of the Issuer who hold the offices appearing opposite each such member's name: OFFICE NAME TERM ENDS Mayor DAVID NORRIS March, 2019 Vice Mayor DOUG BUSH March, 2017 President Pro Tem DARRYL AUBREY March, 2018 Councilmember ROBERT GEBBIA March, 2018 Counciimember MARK MULLINIX March, 2018 The Village Council is the legislative body of the Issuer. Samia Janj ua is the duly appointed, qualified and serving Interim Village Manager and Village Finance Director,Melissa Teal is the duly appointed,qualified and serving Village Clerk and Leonard G.Rubin is the duly appointed,qualified and serving Village Attorney. All of the above persons have duly filed their oaths or affirmations of office and filed bonds or undertakings in the amount and manner required by law. 4. Included in the transcript of which this certificate forms a part are true, correct and complete copies of Resolution No. 2017-22 adopted by the Issuer on March 9, 2017 (the "Resolution"),authorizing the Issuer to issue its Non-Ad Valorem Revenue Notes,Series 2017 in an aggregate principal amount not to exceed $15,000,000 (the "Notes"), to award the Notes by negotiated sale to Pinnacle Public Finance, Inc.(the"Lender")and to enter into a Loan Agreement with the Lender(the"Loan Agreement").The Resolution was adopted by at least a majority of the members of the Village Council of the Issuer at a meeting or meetings duly called and held at which a requisite number of members of the Village Council of the Issuer were present and acting throughout.The Resolution has not been repealed,revoked,rescinded or amended and is in full force and effect on the date hereof. 1 29844003:2 5. The Notes were authorized by the Resolution and are in a form and text permitted by the Resolution. The Notes are being issued in two series—the Issuer's$8,900,000 Non-Ad Valorem Revenue Notes, Series 2017A (the "Series 2017A Notes") and the Issuer's $6,100,000 Non-Ad Valorem Revenue Notes, Series 2017B (the "Series 2017B Notes"). The Notes have been duly authorized,executed,authenticated,issued and delivered and constitute the legal,valid,binding and enforceable obligations of the Issuer in accordance with their terms and in conformity with the provisions of the Village Charter and the ordinances and resolutions of the Issuer and the Constitution and laws of the State of Florida. The proceeds of the Notes will be used to finance all or a portion of the costs of the construction and equipping of a new country club clubhouse,and the costs of issuance of the Notes("Costs of the Project"). 6. The Issuer is not in default in the payment of the principal of or interest on any indebtedness for borrowed money and is not in default under any instrument under and subject to which any indebtedness may be incurred, and no event has occurred and is continuing under the provisions of any such instrument which, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. 7. The Issuer is not in material violation of any existing law, court or administrative regulation,decree or order and is not in default in the performance of any material obligations to be performed by the Issuer under any agreement,indenture,lease or other instrument to which the Issuer is subject or by which it or any of its assets are bound. The adoption of the Resolution and the execution,delivery and due performance of the Loan Agreement and the Notes,and the compliance by the Issuer with the provisions thereof,will not conflict with or constitute on the part of the Issuer a breach of or a default under the Issuer's Charter or Code of Ordinances or under any existing law, court or administrative regulation, decree or order or any agreement, indenture, lease or other instrument to which the Issuer is subject or by which the Issuer or any of its assets are bound. The issuance of the Notes, together with all other obligations of the Issuer, will not exceed any limit prescribed by the Constitution or statutes of the State of Florida or the Issuer's Charter or Code of Ordinances. 8. The Issuer is authorized to collect the Non-Ad Valorem Revenues(as defined in the Loan Agreement) and to covenant to budget and appropriate the Non Ad Valorem Revenues as security for the Notes, in the manner provided in the Loan Agreement. Upon the issuance of the Notes, the Notes will be the only indebtedness of the Issuer in any manner secured by or payable from the Non Ad Valorem Revenues,except as otherwise set forth in the Issuer's audited financial statements for its fiscal year ended September 30, 2015. 9. No approval,consent,or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (a)the issuance and sale of the Notes by the Issuer to the Lender,and(b)the execution or delivery of or compliance by the Issuer with the terms and conditions of the Resolution, the Loan Agreement or the Notes. The consummation of the transactions set forth in this paragraph in the manner and under the terms and conditions as provided in the Loan Agreement will comply with all federal, state or local laws, rules and regulations applicable to the Issuer. 2 29844003:2 10. There is no action, suit,proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body, pending or, to the knowledge of the undersigned, threatened against or affecting the Issuer,(a)restraining or enjoining the issuance or delivery of the Notes; (b) contesting or questioning in any way the terms and provisions of the Resolution or the Loan Agreement;(c)questioning or challenging the legality,enforceability or validity of any of the Non Ad Valorem Revenues,or(d)in any manner questioning the proceedings and authority under which the Notes are issued or affecting the validity of the same or the security therefor or wherein an unfavorable decision,ruling or finding would adversely affect the transactions contemplated by the Resolution or the Loan Agreement or would materially affect the ability of the Issuer to comply with the terms of the Resolution,the Loan Agreement or the Notes. 11. Neither the existence of the Issuer nor the title of the present officials or members to their respective offices are being contested and no authority or proceedings for the issuance of the Notes have been modified,repealed,revoked or rescinded. 12. The seal which has been impressed upon the Notes and upon this certificate is the legally adopted, proper and only official seal of the Issuer. 13. The interest rate on the Series 2017A Notes is in compliance with the requirements of Section 215.84(3),Florida Statutes and the interest rate on the Series 2017B Notes is in compliance with the requirements of Section 159.825(1)(d), Florida Statutes. 14. The Issuer has duly performed all of its obligations under the Loan Agreement to be performed by it at or before the date hereof. All representations and warranties of the Issuer contained in the Resolution and the Loan Agreement are true and correct as of the date hereof as if made on this date. 15. All proceedings of the Issuer at which the authorization and sale of the Notes were considered were conducted in compliance with the provisions of all applicable state and local public meetings laws. Neither the undersigned Mayor nor, and to the best knowledge of the Mayor, any other member of the Village Council,while meeting together with any other member or members of the Village Council, reached any conclusion as to the actions taken by the Village Council with respect to the Resolution,the Loan Agreement or the Notes,the security therefor,the application of the proceeds therefrom,the sale of the Notes to the Lender or any other material matters with respect to the Resolution,the Loan Agreement or the Notes, except at duly noticed public meetings of the Village Council. 16. The undersigned do not,and to the best knowledge of the undersigned no member of the Village Council has or holds any employment or contractual relationship with the Lender, the initial purchaser of the Notes,except as fully and fairly disclosed in compliance with the provisions of Section 112.3 143, Florida Statutes. 3 29844003:2 17. There has been no material adverse change in the financial position ofthe Issuer, as presented in its financial audit for its fiscal year ended September 30, 2015, since the date of such audit. All ofthe financial information provided by the Issuer to the Lender is accurate and correct as of the date hereof. WITNESS our hands and the corl)gate seal ofthe Issuer as ofthe 22nd day of March,2017. VILLAGE 0 ORTI-I PALM BEACH BV: David N-rris Mayor [SEAL] By: Sarnia JaijjUa Interim Village Manager and Finance Director Melissa Teal Village Clerk 4 2984400.1:2 TAX CERTIFICATE I, Sarnia Janjua, Finance Director of the Village of North Palm Beach, Florida (the "Issuer"), in connection with the issuance by the Issuer on the date hereof of its $8,900,000 Non- Ad Valorem Revenue Notes, Series 2017A (the "Series 2017A Notes") HEREBY CERTIFY THAT: 1. Certification. This certificate is being made pursuant to Treasury Regulation §1.148-2(b)(2) for the purpose of setting forth the Issuer's good faith expectations as of the issue date of the Series 2017A Notes and the facts in support of those expectations, as well as setting forth certain representations of the Issuer with respect to the use and investment of proceeds of the Series 2017A Notes. I am the officer of the Issuer charged with the responsibility of issuing the Series 2017A Notes, and I acknowledge and understand that the representations of facts and expectations contained herein will be relied upon by Greenspoon Marder, P.A. in rendering its opinions regarding the exclusion of interest on the Series 2017A Notes from gross income for federal income tax purposes and treatment of interest on the Series 2017A Notes for purposes of the federal alternative minimum tax. To the best of my knowledge and belief, there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations expressed herein. Capitalized terms not otherwise defined herein will have the meanings given to them in Section 1 of the Letter of Instructions attached hereto as Annex A or in the hereinafter described Resolution. 2. Governmental Purpose. The Series 2017A Notes are being issued pursuant to Resolution No. 2017-22, adopted by the Issuer on March 9, 2017 (the Resolution") and a Loan Agreement dated the date hereof between the Issuer and Pinnacle Public Finance, Inc. (the "Lender") (i) to finance all or a portion of the costs of constructing and equipping a new country club clubhouse for the Issuer(the "Project"), and(ii)to pay certain costs of issuance of the Series 2017A Notes. 3. Allocation and Accounting. For purposes of this certificate and the representations contained herein, the Issuer will account for Gross Proceeds, investments allocable to the Series 2017A Notes and expenditures of Gross Proceeds of the Series 2017A Notes in accordance with Treasury Regulations §1.148-6 and the rules set forth in Section 2 of the Letter of Instructions. (a) Nature of Expenditures. No portion of the Sale Proceeds of the Series 2017A Notes or investment earnings thereon will be allocated to the payment of expenditures or will be allocated to the reimbursement of expenditures other than expenditures that are(i) Capital Expenditures; (ii) any issuance costs of the Series 2017A Notes; (iii) Qualified Administrative Costs; (iv) fees for Qualified Guarantees of the issue; (v) interest on the Series 2017A Notes for a period commencing on the issue date and ending on the date that is the later of three years from the issue date or one year after the date on which the Project is Placed in Service; (vi) a Rebate Amount or Yield Reduction Payment; (vii) costs directly related to Capital Expenditures financed by the Series 2017A Notes that, in total, do not exceed 5% of the Sale Proceeds of the Series 2017A Notes; (viii) extraordinary, nonrecurring items that are not customarily payable from current revenues, such as casualty losses or extraordinary legal judgments in amounts in excess of reasonable insurance coverage; and (ix)principal or interest on the Series 2017A Notes paid from unexpected excess sale or investment proceeds. 29844215:2 (b) Reimbursements. The Issuer will not use any of the proceeds of the Series 2017A Notes to reimburse an expenditure (an "Original Expenditure") that was paid by the Issuer(or a Related Party to the Issuer)before the date that is 60 days before March 9, 2017. No reimbursement will be made more than 18-months after the later of the date the expenditure was paid or the date the Project was placed in service, and in no event more than 3 years after the expenditure was paid. The preceding sentence shall not apply to preliminary expenditures with respect to the Project to the extent that the amount of such expenditures does not exceed 20% of the aggregate issue price of the portion of an issue or issues that finance or are reasonably expected to finance the Project for which the preliminary expenditures were incurred. Preliminary expenditures with respect to a project means architectural, engineering, surveying, soil testing, costs of issuing the Series 2017A Notes, and similar costs incurred prior to commencement of acquisition, construction, or rehabilitation of the project, other than land acquisition, site preparation, and similar costs incident to commencement of construction. The amount of proceeds of the Series 2017A Notes expected to be used for reimbursement is$0. (c) Record Keeping. All allocations of Proceeds of the Series 2017A Notes to expenditures will be recorded no later than 18 months after the later of the date the particular expenditure is paid or the date the portion of the Project financed by the issue to which the expenditure relates is placed in service. All allocations of Proceeds of the Series 2017A Notes to expenditures will, in all events, be made no later than the date that is 60 days after the fifth anniversary of this date or the date 60 days after the retirement of the Series 2017A Notes, if earlier. Such record will include the particular cost paid, the date of the payment and the party to whom the payment was made. A record of any "private business use" (as defined in Section 141 of the Code and the regulations promulgated thereunder) of the Project will be made and retained until three years after the scheduled maturity of the Series 2017A Notes. The Issuer will retain such records in accordance with the Post Issuance Tax Compliance Policy attached as Annex B hereto. (d) Universal Cap. The Issuer reasonably expects on the date hereof that the Universal Cap, as described in Section 2(b)(ii) of the Letter of Instructions, will not reduce the amount of Gross Proceeds allocable to the Series 2017A Notes during the term of the Series 2017A Notes. (e) Allocation to Investments. All investments, including without limitation any Certificate of Deposit, Guaranteed Investment Contract or any investment in a Yield Restricted Sinking Fund Escrow, acquired with Gross Proceeds of the Series 2017A Notes will be acquired for the Fair Market Value, as described in Section 3 of the Letter of Instructions. (f) Contribution of Non-Bond Proceeds. The Issuer expects to contribute non-bond proceeds to the costs to be financed with proceeds of the Series 2017A Notes as part of the plan of financing for the Project and will retain documentation of that contribution as part of recordkeeping with respect to the Series 2017A Notes. That equity will be partially in the form of the Issuer's $6,100,000 Non-Ad Valorem Revenue Notes, Series 2017B (the "Series 2017B Notes," and, collectively with the Series 2017A Notes, the "Notes"), which are being issued simultaneously with the Series 2017A Notes but the interest on which is not excluded from gross income for federal income tax purposes, and partially in the form of amounts paid by the Issuer that were not borrowed funds. The equity will be used to pay a portion of the costs of the Project and it is expected to be qualified equity within the meaning of Treasury Regulations §1.141- 6(b)(3) ("Qualified Equity"). -2- 29844215:2 4. Single Issue. Other than the Issuer's $6,100,000 Non-Ad Valorem Revenue Notes, Series 2017B (the "Series 2017B Notes," and, collectively with the Series 2017A Notes, the"Notes"), which are being issued simultaneously with the Series 2017A Notes but the interest on which is not excluded from gross income for federal income tax purposes, there are no other issues of governmental obligations other than the Series 2017A Notes that (a) have been or will be sold within 15 days of the date on which the Series 2017A Notes were sold to the Lender, (b) have been or will be sold pursuant to the same plan of financing with the Series 2017A Notes, and (c) are reasonably expected to be paid from substantially the same source of funds (determined without regard to guarantees from persons other than Related Parties) as will be used to pay the Series 2017A Notes. For this purpose, obligations issued to finance a single facility or related facilities are part of the same plan of financing, but short-term obligations issued to finance working capital expenditures and long-term obligations issued to finance capital projects are not part of the same plan of financing. 5. Governmental Bond Status. (a) In General. Not more than ten percent (10%) of the facilities that are a part of the Project will be used (directly or indirectly) in any "private business use" within the meaning of section 141 of the Code. For this purpose, a "use" of facilities means any use in the trade or business of a natural person or any use of facilities by a person that is not a natural person, other than a governmental unit(excluding for purposes of this document, the United States or any agency or instrumentality of the United States). A "use" includes use by a person as an owner, lessee, purchaser of output of facilities under a "take and pay" or "take or pay" contract, a manager or independent contractor under management or service contracts that fail to comply with the requirements of paragraph 5(e) or any other arrangement that conveys special legal entitlements for beneficial use of proceeds of the Series 2017A Notes or of the financed property. (b) Exceptions. We have been advised by Greenspoon Marder, P.A., Bond Counsel, that under the applicable federal income tax regulations, use of Issuer-owned or leased facilities intended for general public use is not considered "use" by nongovernmental persons in a trade or business if such persons use the facilities in their trade or business on the same basis as the use by other members of the public. Use of the financed facilities by organizations such as school groups, church groups, and fraternal organizations and numerous commercial organizations for a short period of time on a rate-scale basis will not be considered to be used by nongovernmental persons in trade or business if the rights of such a user are only those of a transient occupant rather than the full legal possessory interests of a lessee. Any arrangement that conveys priority rights to the use or capacity of the Project will be treated as a private business use. We have been advised that under applicable federal income tax regulations certain short term uses will not be treated as private use. We also have been advised by Bond Counsel that, under the applicable federal income tax regulations, use by a non-governmental person is not private use if either: (i) (A) the term of the use under the arrangement, including all renewal options, is not longer than 100 days, and (B) the arrangement would be treated as general public use, except that it is not available for use on the same basis by natural persons not engaged in a trade or business because generally applicable and uniformly applied rates are not reasonably available to natural persons not engaged in a trade or business; or (ii) (A) the term of the use under the arrangement, including all renewal options, is not longer than 50 days; and (B) the arrangement is a negotiated arm's-length arrangement, and compensation under the arrangement is at fair market value. In addition, in each case the property must not be financed for the -3- 29844215:2 principal purpose of providing that property for use by that non-exempt person. Any agreements for use of the Project by non-governmental persons will conform to these exceptions. (c) Unrelated and Disproportionate Related Use. Not more than five percent (5%) of the facilities that are a part of the Project has been or will be used directly or indirectly in any private business use that is not "related" to any governmental use of such facilities or to be used in any "disproportionate related use" (as defined in section 141 of the Code). (d) Private Loans and Output Facilities. None of the proceeds of the Series 2017A Notes is to be used(directly or indirectly)to make or finance loans or to finance a facility that is an output facility(other than a facility for the furnishing of water). (e) Management and Service Contracts. The Project will not be used in the trade or business of any nongovernmental person, and the Series 2017A Notes are not secured by any property or payments in respect of property that will be used in the trade or business of any nongovernmental person. To the extent any management or service agreement with a nongovernmental person is entered into by the Issuer in the future that relates to the Project, it will comply with a safe harbor of Revenue Procedure 2017-13 or any successor guidance from the Internal Revenue Service. Except as described in paragraph 5(i), below, the Issuer will not enter into any lease, output agreement or capacity agreement with any nongovernmental person unless it receives an opinion of counsel that such agreement does not adversely affect the exclusion from gross income of interest on the Series 2017A Notes. The Issuer will not make any loan with the proceeds of the Series 2017A Notes. (f) Private Security Test. Except as described in paragraph 5(i), below, no portion of the payment of the principal of or interest on the Series 2017A Notes will be secured (under the terms of the Series 2017A Notes or any underlying arrangement), directly or indirectly,by any interest in property used or to be used for a private business use or payments in respect of such property. (g) Private Payment Test. Neither the Issuer nor any Related Person to the Issuer has received, or will receive, any payments that have been or will be made by a person for any private business use of Proceeds of the Series 2017A Notes or for use of any portion of the Project that is used or to be used for a private business use. (h) Research. No portion of the Project will be used in the conduct of research. (i) Eligible Mixed Use. The Issuer expects that the Project will constitute "eligible mixed use projects" as defined in Regulations §1.141-6(b)(2) (the "Mixed-Use Projects") in that such Mixed-Use Projects (i) are being financed in part with Proceeds of the Series 2017A Notes and in part with funds that are not derived from Proceeds of a borrowing, as described in paragraph 3(f)) above, and (ii)will be owned by the Issuer(or a Related Party to the Issuer). Under Regulations §1.141-6(b)(1), Qualified Equity is allocated first to any Private Business Use of the respective Mixed-Use Projects and then to use that is not Private Business Use, and Proceeds of the Issue are allocated first to use of the respective Mixed-Use Projects that is not Private Business Use and then to Private Business Use. A portion of the Project representing the food service operations is leased to a private vendor and it is expected that the -4- 29844215:2 Qualified Equity will be allocated to that use. A calculation of that allocation has been prepared by and will be retained by the Issuer. 6. Expectations as to Facts, Estimates and Circumstances. Based upon the facts, estimates and circumstances in existence on the date hereof, the Issuer reasonably expects and represents the following: (a) Sale Proceeds. The total Sale Proceeds of the Series 2017A Notes to the Lender are expected to be $8,900,000 (the "Sale Proceeds") representing $8,900,000 principal amount plus accrued interest of$0.00. The Lender is purchasing the Series 2017A Notes for its own account. (b) Application of Sale Proceeds of the Series 2017A Notes and Investment Earnings. Sale Proceeds of the Series 2017A Notes will be allocated as follows: (i) $25,000 of the Sale Proceeds will be applied within six months of the date hereof to pay costs of issuing the Series 2017A Notes. (ii) The balance of the Sale Proceeds in the amount of$8,875,000 plus amounts derived from the investment thereof, will be deposited into the Project Fund and used to pay Costs of the Project. (iii) The Sale Proceeds, together with all amounts derived from the investment thereof will not exceed by any amount the amount necessary for the governmental purposes of the Series 2017A Notes. (c) Initial Temporary Period. (i) The Issuer has entered into, or will enter into within six months of the date hereof, substantial binding obligations to expend an amount equal to at least 5 percent of the expected Net Sale Proceeds of the Series 2017A Notes on the Project. (ii) Acquisition, installation and construction of the Project is expected to be completed on or before March 22, 2020. All of the Net Sale Proceeds of the Series 2017A Notes and investment earnings thereon are expected to be allocated to expenditures for the Project within three years from the date hereof. (iii) Completion of the Project and the allocation of the Net Sale Proceeds of the Series 2017A Notes to expenditures for the Project will proceed with due diligence until the completion thereof. 7. Bona Fide Debt Service Fund. Principal of, and interest on, the Series 2017A Notes will be paid with Non-Ad Valorem Revenues of the Issuer allocated in the Issuer's general fund on each date when payment of principal of or interest on the Series 2017A Notes is due. Such allocated funds constitute the "Sinking Fund." Revenues deposited in the Sinking Fund, together with investment earnings on the Sinking Fund during any Bond Year will not exceed debt service payable on the Issuer's debt payable from such fund by more than the greater of(i) the earnings on such "fund" for the immediately preceding Bond Year or (ii) one-twelfth of the principal and interest payments on the Series 2017A Notes for the immediately preceding Bond Year. The Sinking Fund will be used primarily to achieve a proper matching of revenues and -5- 29844215:2 debt service within each year and will be depleted at least one time per year except possibly for a reasonable carryover amount not to exceed the greater of(a) the earnings on such fund for the immediately preceding Bond Year or (b) one-twelfth of the principal and interest payments on the Series 2017A Notes for the immediately preceding Bond Year. Accordingly, the Sinking Fund will be treated as a Bona Fide Debt Service Fund. 8. Replacement Proceeds. (a) Except for the Sinking Fund treated as a Bona Fide Debt Service Fund in paragraph 7 hereof, there are no funds or accounts held by or derived from a Substantial Beneficiary of the Series 2017A Notes that are reasonably expected to be used (directly or indirectly) to pay principal of or interest on the Series 2017A Notes. No such funds or accounts will be created by the Issuer or any Related Party to the Issuer. (b) There are no funds or accounts held by or derived from a Substantial Beneficiary of the Series 2017A Notes that are (directly or indirectly) pledged to pay principal of or interest on the Series 2017A Notes and for which there is a reasonable assurance that the amounts therein will be available to pay principal of or interest on the Series 2017A Notes if the Issuer encounters financial difficulties. No such funds or accounts will be created by the Issuer. (c) No Grants or gifts or pledges of Grants or gifts have been received in contemplation of the costs of the portion of the Project financed with the Sale Proceeds of the Series 2017A Notes nor is it expected any such Grants or gifts will be made during the term of the Series 2017A Notes. There are no available amounts held by or that could be derived from a Substantial Beneficiary of the Series 2017A Notes that would have been used for the governmental purposes of the Series 2017A Notes if the proceeds of the Series 2017A Notes were not used or to be used for such governmental purposes. No grants or gifts or pledges of grants or gifts have been received in contemplation of the costs of the Project financed with the Proceeds of the Series 2017A Notes or investment earnings thereon, nor is it expected any such grants or gifts will be made during the term of the Series 2017A Notes. (d) The weighted average maturity of the Series 2017A Notes, 11.903 years, does not exceed 120 percent of the average reasonably expected"economic life" of the assets which are a part of the Project. For this purpose the "economic life" of each of the assets is, in general, the longer of (i) the reasonably expected economic life of the asset, based on facts and circumstances; or (ii) the "midpoint life" of the asset under the Asset Depreciation Range ("ADR") system, as established under Rev. Proc. 87-56, C.B. 1987-2, 674, as amended or supplemented, where applicable, or the guideline life for the asset under Rev. Proc. 62-21, 1962-2 C.B. 418, in the case of structures. The reasonably expected "economic life" of assets which have previously been placed in service by the Issuer or a Related Person, has been calculated by reducing the "economic life," as determined in the preceding sentence, by the period of time from the date the asset was placed in service to the date hereof. For purposes of this paragraph only, the term "placed in service" refers to the date the property is placed in a condition or state of readiness and availability for a specifically assigned function within the meaning of Treasury Regulation §1.46-3(d). 9. Investment Property. No portion of the Project and none of the costs of the Project are or will be Investment Property. No portion of the Sale Proceeds of the Series 2017A Notes has been or will be used to pay or reimburse a prepayment for property or services unless the prepayment is made for a substantial business purpose other than investment return and (i) the prepayment is on substantially the same terms as are made by a substantial percentage of -6- 24844215:2 persons who are similarly situated but who are not beneficiaries of tax-exempt financing, (ii) the prepayment is made within 90 days of the reasonably expected date of delivery to the Issuer of all of the property or services for which the prepayment is made, (iii) the prepayment is (I) made for maintenance, repair, or an extended warranty with respect to personal property (for example, automobiles or electronic equipment); or updates or maintenance or support services with respect to computer software; and (II) the same maintenance, repair, extended warranty, updates or maintenance or support services, as applicable, are regularly provided to nongovernmental persons on the same terms, or (iv) the prepayment is made to acquire a supply of natural gas or electricity within the meaning of Treasury Regulation §1.148-1(e)(2)(iii). 10. Investment Limitations. (a) Except as otherwise expressly permitted in this paragraph 10, Gross Proceeds of the Series 2017A Notes (including any amounts pledged to the repayment of the Series 2017A Notes, amounts that are expected to be used to pay debt service on the Series 2017A Notes, Sale Proceeds of the Series 2017A Notes and investment earnings thereon) will not be invested at a yield (calculated in accordance with Section 3 of the Letter of Instructions) in excess of the yield on the Series 2017A Notes. (b) Sale Proceeds of the Series 2017A Notes deposited in the Project Fund that are to be used to pay Costs of the Project, together with investment earnings thereon,may be invested without regard to yield restriction for a temporary period not to exceed 3 years from the date hereof. (c) Except as otherwise provided in this paragraph, investment earnings on amounts deposited in the Project Fund may be invested without regard to yield restriction for a temporary period not to exceed 1 year from the date of receipt. (d) Intentionally omitted. (e) Amounts on deposit in the Sinking Fund that are allocated to the payment of debt service on the Series 2017A Notes may be invested without regard to yield restriction for a temporary period not to exceed 13 months from the date of deposit in the general fund of the Issuer. (f) Replacement Proceeds of the Series 2017A Notes not otherwise eligible for a temporary period described in this paragraph (if any) may be invested without regard to yield restriction for a temporary period of 30 days beginning on the date such amounts first become Replacement Proceeds. (g) Sale Proceeds of the Series 2017A Notes and investment earnings thereon may be invested without regard to yield restriction to the extent such amounts, when aggregated with all other Gross Proceeds of the Series 2017A Notes not permitted to be invested without regard to yield restriction, do not exceed the Minor Portion for the Series 2017A Notes. 11. Yield on Series 2017A Notes. For purposes of this certificate,Yield on the Series 2017A Notes will be calculated in the manner set forth in section 148 of the Code and Treasury Regulation §1.148-4 using a 360-day year basis with interest compounded semiannually. When calculated in this manner, the yield on the Series 2017A Notes for purposes of this Section 11 is 3.320332%per annum. For purposes of computing the yield, the issue price of the Series 2017A Notes is$8,900,000(the principal amount thereof). -7- 29844215:2 12. Hedge Bond. The Issuer expects that 85% of the Net Sale Proceeds of the Series 2017A Notes allocable to the Project costs will be spent within 3 years of the date hereof. Not more than 50% of the Proceeds of the Series 2017A Notes allocable to the project costs will be invested, directly or indirectly, in Nonpurpose Investments having a term of 4 years or more. Accordingly, the Series 2017A Notes will not be a "hedge bond" within the meaning of section 149(8) of the Code. 13. Federal Guarantee. The payment of principal and interest on the Series 2017A Notes is not directly or indirectly guaranteed by the United States (or an agency or instrumentality thereof). No more than 5% of the Proceeds of the Series 2017A Notes is to be used in making loans the payment of principal or interest with respect to which is to be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof) or invested (directly or indirectly) in Federally insured deposits or accounts except: (a)investments during an initial temporary period permitted under section 148 of the Code until such proceeds are needed for the purpose for which the Series 2017 Bond were issued; (b) investments in a Bona Fide Debt Service Fund; (c) investments in a Reasonably Required Reserve or Replacement Fund; (d) investments in bonds issued by the United States Treasury; (e) investments guaranteed by the Federal Housing Administration, the Veterans' Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Government National Mortgage Association; (f) investments in obligations issued pursuant to Section 2113(d)(3) of the Federal Home Loan Bank Act, as amended by Section 511 of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, or any successor provision; or(g) any investments that are held in a Refunding Escrow. 14. Information Report. The Issuer agrees to file with the Internal Revenue Service Center, Ogden, Utah, a statement on Form 8038-G complying with the requirements of Form 8038-G,prior to May 15, 2017 15. Tax Covenants. The Issuer covenants to comply with the provisions of the Code applicable to the Series 2017A Notes and covenants not to take any action which would cause the interest on the Series 2017A Notes to lose the exclusion from gross income for federal income tax purposes provided under section 103 of the Code. The Issuer will take all actions necessary to assure that interest on the Series 2017A Notes does not lose the exclusion from gross income for federal income tax purposes provided under section 103 of the Code. The Issuer will at all times while the Series 2017A Notes remain outstanding comply with all of its covenants and representations contained herein, unless an Opinion of Counsel is obtained. 16. Rebate. The Issuer covenants and agrees that it shall calculate or cause to be calculated the Rebate Amount in accordance with Section 4 of the Letter of Instructions and pursuant to section 148(f) of the Code and the Treasury Regulations promulgated thereunder, unless the requirements of a rebate exception are met. The Issuer shall pay the Rebate Amount, if any, to the United States, in the percentage, at the times and in the manner set forth in Section 4(c) of the Letter of Instructions. 17. IRS Form 8038-G. The following information is provided to and may be relied on by Greenspoon Marder, P.A. or any other person with the responsibility of filling out and/or filing IRS Form 8038-G and/or acting as a"paid preparer" with respect thereto: (i) The Issuer's employer identification number(EIN) is 596017984. -8- 29844215:2 (ii) The type of Issue is Other: Recreation with an the Issue Price$8,900,000. (iii) The final maturity date is June 1, 2032. (iv) The stated redemption price at maturity is $8,900,000. (v) The weighted average maturity is 11.903 years. (vi) The Yield is 3.320332. (vii) $25,000.00 of the proceeds of the bond issue will be used for bond issuance costs. Accordingly, the non refunding proceeds of the issue are $8,875,000.00. (viii) None of the proceeds of the issue will be invested in a guaranteed investment contract, used to make loans to other governmental units, the issue is not a loan made from the proceed of another tax-exempt issue, the Issuer has not elected to pay a penalty in lieu of arbitrage rebate, and the Issuer has not identified a hedge. (ix) The Issuer has established written procedures to (a) ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations and (b) monitor the requirements of section 148 of the Code. (x) None of the proceeds of the issue were used to reimburse expenditures. VILLAGE OF NORTH PALM BEACH,FLORIDA By: Samia Janjua Finance Director Dated: March 22,2017 -9- 29W215:2 ANNEX A Letter of Instructions Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes,Series 2017A(the"Series 2017A Notes") Samia Janjua,Finance Director Village of North Palm Beach North Palm Beach,Florida 1. Definitions. Capitalized terms not otherwise defined herein will have meanings given to them in sections 103, 141, 148, 149 and 150 of the Code and the Treasury Regulations promulgated thereunder. "Bid Records" means: (a)a copy of the Guaranteed Investment Contract actually acquired or, in the case of Yield Restricted Defeasance Escrow Investments, a copy of the purchase agreement or confirmations for the investments;(b)the receipt or other record of the amount actually paid by the Issuer for the investments,including a record of any administrative costs paid by the Issuer,and the certification of the provider as to administrative costs; (c)either a written copy of each bid received or a written certification from the party receiving the bids which lists for each bid that is submitted,the name of the person and entity submitting the bid,the time and date of the bid,and the bid results; (d) the bid solicitation form and, if the terms of the Guaranteed Investment Contract or purchase agreement deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation; and (e) in the case of Yield Restricted Defeasance Escrow Investments, a schedule showing the cost of the most efficient portfolio of SLGS, determined at the time the bids were required to be submitted pursuant to the terms of the bid specifications. "Bona Fide Debt Service Fund" means a bona fide debt service fund as defined in Treasury Regulations §1.148-1, i.e., one or more funds (including portions of funds, to the extent that amounts deposited therein are reasonably expected to be used to pay debt service on an issue of bonds)that are used primarily to achieve a proper matching of revenues and debt service within each Bond Year and that is depleted at least once a year except for a reasonable carryover amount(not to exceed the greater of(a)the earnings on the fund for the immediately preceding Bond Year or(b) one-twelfth the principal and interest payments on the issue for the immediately preceding Bond Year). "Bona Fide Solicitation" means a solicitation that meets all of the following requirements: (a) the bid specifications are in writing and are timely forwarded to potential providers; (b) the bid specifications include all material terms of the bid, i.e.,all terms that may directly or indirectly affect the yield of the investment; (c)the bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid,that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Issuer or any other person whether or not in connection with the Bond issue),and that the bid is not being submitted solely as a courtesy to the Issuer or any other person for purposes of satisfying the requirements that there be at least three bids from persons with no Material Financial Interest, at least one of whom is a reasonably competitive provider; (d) all the terms of the bid specifications are commercially reasonable in that there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment;(e) in the case of a Guaranteed Investment Contract, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested; (f)all potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids before providing a bid; and (g) at least three reasonably competitive providers are solicited for bids. "Bond Year" means each 1-year period (or shorter period from the date of issue) that ends at the close of business on the day in the calendar year that is selected by the Issuer. Exhibit 1-1 29844215:2 "Capital Expenditure" means any cost of a type that is properly chargeable to a capital account(or would be so chargeable with a proper election or with the application of the definition of Placed in Service under Treasury Regulations§1.150-2(c))under general federal income tax principles. "Code"means the Internal Revenue Code of 1986,as amended. "Commingled Fund" means any fund or account containing both Gross Proceeds of an issue and amounts in excess of$25,000 that are not Gross Proceeds of that issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account. An open-end regulated investment company under section 851 of the Code,however,is not a Commingled Fund. "Computational Base" means(a) for a Guaranteed Investment Contract,the amount of Gross Proceeds the Issuer reasonable expects, as of the date the Guaranteed Investment Contract is acquired, to be deposited in the Guaranteed Investment Contract over the term of the Guaranteed Investment Contract; and (b) for investments (other than Guaranteed Investment Contracts)to be deposited in a Yield Restricted Defeasance Escrow, the amount of Gross Proceeds initially invested in those investments. "Controlled Group" means a group of entities controlled directly or indirectly by the same entity or group of entities. The determination of direct control is made on the basis of all the relevant facts and circumstances. One entity or group of entities generally controls another entity or group of entities if(a) the controlling entity possesses either(i)the right or power both to approve and to remove without cause a controlling portion of the governing body of the controlled entity,or(ii)the right or power to require the use of funds or assets of the controlled entity for any purpose of the controlling entity;and(b)the rights or powers are discretionary and non-ministerial. If a controlling entity controls another entity under this test the controlling entity also controls all entities controlled, directly or indirectly,by the controlled entity or entities. However,an entity is not controlled by another entity if the putative controlled entity possesses substantial taxing,eminent domain,and police powers. "De Minimis Amount" means: (a)in reference to original issue discount(as defined in section 1273(a)(1) of the Code) or premium on an obligation, an amount that does not exceed 2 percent multiplied by the stated redemption price at maturity; plus any original issue premium that is attributable exclusively to reasonable underwriter's compensation; and (b) in reference to market discount (as defined in section 1278(a)(2)(A) of the Code) or premium on an obligation,an amount that does not exceed 2 percent multiplied by the stated redemption price at maturity. "Fair Market Value"shall have the meaning set forth in Section 3(d)hereof. "501(c)(3) Organization" means an organization that is described in section 501(c)(3) of the Code and is exempt from tax under section 501(a)of the Code. "Fixed Rate Investment" means any investment whose yield is fixed and determinable on the issue date of the investment. "Future Value" means such term as defined in Treasury Regulations section 1.148-3(c) or successor regulations applicable to the Series 2017A Notes calculated based on the yield of the Series 2017A Notes. "Governmental Unit"means a governmental unit within the meaning of section 150(a)(2)of the Code(i.e., any state or division of a state with a substantial amount of sovereign powers) or instrumentality of a state or political subdivision thereof. The term Governmental Unit does not include the United States or any agency or instrumentality of the United States. "Grant" means a grant as defined in Treasury Regulations §1.148-6(d)(4)(iii), i.e., a transfer for a governmental purpose of money or property to a transferee that is not a Related Party to, or an agent of, the transferor. The transfer must not impose any obligation or condition(directly or indirectly) to repay any amount to the transferor. Obligations or conditions intended solely to assure expenditure of the transferred moneys in accordance with the governmental purpose of the transfer do not prevent a transfer from being a Grant. Exhibit 1-2 29844215:2 "Gross Proceeds"means,except as otherwise indicated,gross proceeds as defined in Treasury Regulations §1.148-1,i.e.,any Proceeds and Replacement Proceeds of an issue. "Guaranteed Investment Contract" means, in general, any Nonpurpose Investment that has specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate and includes any agreement to supply investments on two or more future dates (e.g., a forward supply contract), debt service fund forward agreements and debt service reserve fund agreements (e.g., agreements to deliver United States Treasury obligations). The term "Guaranteed Investment Contract" does not include investments purchased for a yield restricted defeasance escrow, other than escrow float contracts and similar agreements which provide securities for the period of 90 days or less following the maturity of defeasance escrow securities. "Investment Proceeds" means investment proceeds as defined in Treasury Regulations §1.148-1, i.e., any amounts actually or constructively received from investing Proceeds of the Series 2017A Notes. "Investment Property" means any investment that is:(a)a"security"(as defined in section 165(g)(2)(A)or (B)of the Code), i.e.,a share of stock in a corporation or a right to subscribe for or to receive a share of stock in a corporation; (b) an `obligation" (as defined in Treasury Regulations §1.150-1(b)), i.e., any valid evidence of indebtedness under general federal income tax principles;(c)any"annuity contract"(as defined in section 72 of the Code); (d) any "investment-type property" (within the meaning of Treasury Regulations §1.148-1(b)), i.e., any property(other than property described in(a), (b), (c) or(e) of this definition) that is held principally as a passive vehicle for the production of income; or (e) any residential rental property for family units not located within the jurisdiction of the Issuer unless such property is acquired to implement a court ordered or approved housing desegregation plan. A prepayment for property or services is"investment-type property" if a principal purpose for prepaying is to receive an investment return from the time the prepayment is made until the time payment otherwise would be made. However, a prepayment will not be treated as investment-type property" if it is made for a substantial business purpose other than investment return and(i) the prepayment is on substantially the same terms as are made by a substantial percentage of persons who are similarly situated but who are not beneficiaries of tax exempt financing, (ii) the prepayment is made within 90 days of the reasonably expected date of delivery to the Issuer of all.of the property or services for which the prepayment is made, (iii) the prepayment is made for maintenance, repair, or an extended warranty with respect to personal property (for example, automobiles or electronic equipment); or updates or maintenance or support services with respect to computer software; and the same maintenance, repair, extended warranty, updates or maintenance or support services, as applicable, are regularly provided to nongovernmental persons on the same terms or (iv) the prepayment is made to acquire a supply of natural gas or electricity within the meaning of Treasury Regulation §1.148-1(e)(2)(iii). In addition, Investment Property does not include any Tax-exempt Bond, unless such obligation is a"specified private activity bond" (as defined in section 57(a)(5)(C) of the Code) i.e.,a Tax-exempt Bond other than an obligation the interest on which is subject to the alternative minimum tax imposed on individuals and corporations. "Issuer"means the City of Palm Beach Gardens,Florida. "Lowest Cost Bona Fide Bid" means, in the case of Yield Restricted Defeasance Escrow Investments, either the lowest cost bid for the portfolio or,if the Issuer compares bids on an investment by investment basis,the aggregate cost of a portfolio comprised of the lowest cost bid for each investment. Any payment received by the Issuer from a provider at the time a Guaranteed Investment Contract(e.g.,an escrow float contract)is purchased for a yield restricted defeasance escrow under a bidding procedure that meets the requirements of clause (d) of the definition of Bona Fide Solicitation is taken into account in determining the lowest cost bid. The Lowest Cost Bona Fide Bid must not be greater than the cost of the most efficient portfolio comprised exclusively of SLGS determined at the time that bids are required to be submitted pursuant to the terms of the bid specifications. This cost comparison is not required to be made if SLGS are not available for purchase on the day the bids are required to be submitted because sales of those securities have been suspended. "Material Financial Interest"shall have the meaning set forth in Section 3(d)(vi)hereof. "Minor Portion" means, in general, a minor portion as defined in section 148(e)of the Code and Treasury Regulation§1.148-2(g),i.e.,the lesser of 5 percent of the Sale Proceeds of the Series 2017A Notes or$100,000. Exhibit 1-3 29844215:2 "Net Sale Proceeds" means Sale Proceeds, less the portion of the Sale Proceeds invested in a Reasonably Required Reserve or Replacement Fund under section 148(d)of the Code and as part of the Minor Portion. "Nonpurpose Investment"means an investment allocated to Gross Proceeds of the Series 2017A Notes that is not acquired to carry out the governmental purpose of an issue.,i.e.,all Investment Property acquired or otherwise allocated to Gross Proceeds of the Series 2017A Notes. "Obligation"means any valid evidence of indebtedness under general federal income tax principles. "Opinion of Counsel" means, an opinion of Greenspoon Marder,P.A.or other nationally recognized bond counsel experienced in matters relating to the exclusion of interest on state and local governmental obligations from gross income for purposes of federal income taxation. "Payment" means, in general, a payment as defined in Treasury Regulations §1.148-5(b), i.e., amounts to be actually or constructively paid to acquire the investment. "Placed in Service" means placed in service as defined in Treasury Regulations §1.150-2(c), i.e., with respect to a facility,the date on which,based on all the facts and circumstances the facility has reached a degree of completion that would permit its operation at substantially its design level,and the facility is,in fact,in operation at such level. "Plain Par Bond" means a qualified tender bond or a bond (a) that is issued with not more than a De Minimis Amount of original issue discount or premium; (b) that is issued for a price that does not include accrued interest other than pre-issuance accrued interest;(c)that bears interest from the issue date at a single,stated, fixed rate or that is a variable rate debt instrument under section 1275 of the Code, in each case with interest unconditionally payable at least annually; and (d) that has a lowest stated redemption price that is not less than its outstanding stated principal amount. "Plain Par Investment" means an investment that is an obligation (a) issued with not more than a De Minimis Amount of original issue discount or premium, or, if acquired on a date other than the issue date, acquired with not more than a De Minimis Amount of market discount or premium; (b) issued for a price that does not include accrued interest other than pre-issuance accrued interest; (c)that bears interest from the issue date at a single,stated,fixed rate or that is a variable rate debt instrument under section 1275 of the Code, in each case with interest unconditionally payable at least annually; and (d) that has a lowest stated redemption price that is not less than its outstanding stated principal amount. "Preliminary Expenditures" mean preliminary expenditures as defined in Treasury Regulations §1.150-2(f)(2),e.g., architectural, engineering, surveying, soil testing,costs of issuance and similar costs that were incurred prior to commencement of acquisition, construction or rehabilitation of a project, other than land acquisition,site preparation and similar costs incident to commencement of construction. "Present Value" is computed under the economic accrual method. For purposes of computing the value of Series 2017A Notes and yield on the Series 2017A Notes, Present Value is computed taking into account all the unconditionally payable Payments of principal,interest,and fees for a Qualified Guarantee to be paid on or after that date and using the yield on that bond or note as the discount rate,except that for purposes of Treasury Regulations §1.148-(6)(b)(2) (relating to the Universal Cap)these values may be determined by consistently using the yield on the entire issue of which such bond or note are a part. The Present Value of an investment on a date is equal to the Present Value of all unconditionally payable Receipts to be received from and Payments to be paid for the investment after that date,using the yield on the investment as the discount rate. "Prior Issue" means an issue of Obligations all or a portion of the principal, interest, or call premium on which is paid or provided for with proceeds of a Refunding Issue. Exhibit 14 29844215:2 "Proceeds" means, in general, any Sale Proceeds, Investment Proceeds, and Transferred Proceeds of an issue. However, Proceeds do not include Qualified Administrative Costs that may be recovered under Treasury Regulation§1.148-5(e). "Qualified Administrative Costs" mean, with respect to Nonpurpose Investments reasonable, direct administrative costs,other than carrying costs,such as separately stated brokerage or selling commissions,but not legal and accounting fees,recordkeeping,custody,and similar costs. General overhead costs and similar indirect costs of the issuer are not Qualified Administrative Costs. In general,administrative costs with respect to Nonpurpose Investments are not reasonable unless they are comparable to administrative costs that would be charged for the same investment or a reasonably comparable investment if acquired with a source of funds other than Gross Proceeds of a Tax-exempt Bond. Qualified Administrative Costs of Nonpurpose Investments include all reasonable administrative costs,without limitation on indirect costs, incurred by a publicly offered regulated investment company (as defined in section 67(c)(2)(B)of the Code)or by a Commingled Fund in which the Issuer and any Related Parties do not own more than 10 percent of the beneficial interest in the fund. A broker's commission or similar fee for a Guaranteed Investment Contract or a Yield Restricted Defeasance Escrow Investment which is paid on behalf of either the Issuer or the provider is a Qualified Administrative Cost to the extent that (i) the amount of the fee that the Issuer treats as a Qualified Administrative Cost does not exceed the lesser of(A)$39,000 or(B)0.2%of the Computational Base or, if more, $4,000, and (ii) for any issue, the Issuer does not treat as Qualified Administrative Costs more than $111,000 in broker's commissions or similar fees with respect to all Guaranteed Investment Contracts or Yield Restricted Defeasance Escrow Investments purchased with Gross Proceeds of the issue. All amounts referenced in the preceding sentence reflect an increase by a cost of living adjustment as provided in Treasury Regulation§1.148- 5(e)(3)(13)(3). "Qualified Guarantee"means a qualified guarantee as defined in Treasury Regulations§1.148-4(f). "Qualified Hedge" means a qualified hedge as defined in Treasury Regulations §1.1484(h)(2), i.e., (a) a contract entered into primarily to reduce the Issuer's risk of interest rate changes with respect to a borrowing;(b)the contract contains no significant investment element;(c)the contract is entered into between the Issuer and a provider that is not a Related Party; (d) the hedge covers all of one or more groups of substantially identical bonds; (e) changes in the value of the contract are based primarily on interest rate changes; (f) the contract does not hedge an amount larger than the Issuer's risk with respect to interest rate changes on the hedged bond; (g)the payments to the Issuer under the contract correspond closely, in both time and amount, to the specific interest payments being hedged; (h) payments under the contract do not begin to accrue under the contract on a date earlier than the issue date of the hedged bond and do not accrue longer than the hedged interest payments on the hedged bond; (i) payments to the hedge provider are reasonably expected to be made from the same source of funds that,absent the hedge, would be reasonably expected to be used to pay principal and interest on the hedged bond; and 0) the contract is identified by the Issuer on its books and records maintained for the hedged bond not later than three days after the date on which the parties enter into the contract or the issue date of the hedged bond. "Reasonably Required Reserve or Replacement Fund" means, in general, a reasonably required reserve or replacement fund as described in Treasury Regulations§1.148-2(f)(2). "Receipt" means a receipt as defined in Treasury Regulations §1.148-3(d), i.e., amounts to be actually or constructively received from the investment,such as earnings and return of principal. "Refunding Escrow" means one or more funds established as part of a single transaction or a series of related transactions, containing proceeds of a Refunding Issue and any other amounts to provide for payment of principal or interest on one or more Prior Issues. For this purpose, funds are generally not so established solely because of(a) the deposit of Proceeds of an issue and Replacement Proceeds of the Prior Issue in an escrow more than 6 months apart,or(b)the deposit of Proceeds of completely separate issues in an escrow. "Refunding Issue"means, a refunding issue as defined in Treasury Regulations §1.150-1(d). In general,a Refunding Issue means an issue (or the portion of an issue treated as a separate Refunding Issue under Treasury Regulations §1.148-9(h)), the proceeds of which are used to pay principal, interest, or redemption price on another issue. Exhibit 1-5 29844215:2 "Related Party" means, in reference to a Governmental Unit or a 501(c)(3) Organization, any member of the same Controlled Group, and, in reference to any person that is not a Governmental Unit or 501(c)(3) Organization,a related person(as defined in section 144(a)(3)of the Code). "Replacement Proceeds"means replacement proceeds as defined in Treasury Regulation§1.148-1(c). "Sale Proceeds"means any amounts actually or constructively received from the sale of an issue,including amounts used to pay underwriter's discount or compensation and accrued interest other than pre-issuance accrued interest. "SLGS" means State and Local Government Series Securities purchased from the United States Department of Treasury,Bureau of Public Debt. "Substantial Beneficiary"of the Series 2017A Notes means the Issuer and any Related Party to the Issuer. "Tax-exempt Bond"means any obligation of a State or political subdivision thereof under section 103(c)(1) of the Code (including financing leases and any other arrangements, however labeled) the interest on which is excludable from gross income under section 103(a) of the Code. Tax-exempt Bond includes an interest in a regulated investment company to the extent that at least 95 percent of the income to the holder of the interest is interest that is excludable from gross income under section 103(a)of the Code. "Tax Certificate" means, with respect to the Series 2017A Notes, the Issuer's Tax Certificate dated February 28, 2017. With respect to obligations other than the Series 2017A Notes, Tax Certificate will mean the arbitrage certificate or other document executed in connection with the issuance of such obligations for the purpose of complying with Treasury Regulation§1.148(2)(b)or prior Treasury Regulation§1.103-13(a)(2). "Transferred Proceeds"means transferred proceeds as defined in Treasury Regulation §1.148-9. "Universal Cap"means,on any date, either(a) the present value of the Series 2017A Notes determined by taking into account all unconditionally payable payments of principal,interest and fees for a Qualified Guarantee to be paid on or after that date,using the yield on the Series 2017A Notes as the discount rate,or(b)in the case of any Series 2017A Notes which are Plain Par Bonds,the outstanding stated principal amount of such Series 2017A Notes, plus accrued unpaid interest. "Yield Restricted Defeasance Escrow Investment" means any investment purchased for a yield restricted defeasance escrow other than treasury obligations purchased directly from the United States Treasury and other than short term escrow float contracts treated as Guaranteed Investment Contracts. 2. Allocation and Accounting. (a) In General. Except as otherwise provided in this Section 2, the Issuer may use any reasonable accounting method for purposes of accounting for Gross Proceeds, investments, and expenditures, provided the accounting method is consistently applied. An accounting method means both the overall method used to account for Gross Proceeds of an issue(e.g.,the cash method or a modified accrual method)and the method used to account for or allocate any particular item within that overall accounting method (e.g., accounting for investments, expenditures, allocations to and from different sources, and particular items of the foregoing). Consistently applied means applied uniformly within a fiscal period and between fiscal periods to account for Gross Proceeds of an issue and any amounts that are in a Commingled Fund. An accounting method will not fail to be reasonable and consistently applied solely because a different accounting method is used for a bona fide governmental purpose to consistently account for a particular item. (b) Allocation of Gross Proceeds to the Series 2017A Notes. (i) In General. Gross Proceeds will be allocated to the Series 2017A Notes as Proceeds until those amounts are properly allocated to an expenditure for a governmental purpose or are allocated to Transferred Proceeds of another issue, or cease to be allocated to the Series 2017A Notes under the Universal Cap. Exhibit 1-6 29844215:2 (ii) Universal Cap. (A) The Universal Cap provides an overall limitation on the amount of Gross Proceeds allocable to an issue. Except as provided in Section 2(b)(iii), unless the application of the Universal Cap would not result in a reduction or reallocation of Gross Proceeds of the Series 2017A Notes on a date the Issuer will determine or cause to be determined the Universal Cap with respect to the Series 2017A Notes(A) as of the first day of each Bond Year,beginning with the first Bond Year that commences after the second anniversary of the date hereof, and(B) as of each date that, but for application of the Universal Cap, Proceeds of a refunded issue would become Transferred Proceeds of the Series 2017A Notes but need not determine the Universal Cap in the Bond Year in which that date occurs. (B) If the Issuer reasonably expects, as of the issue date of the Series 2017A Notes that the Universal Cap will not reduce the amount of Gross Proceeds allocable to the Series 2017A Notes during the term of the S Series 2017A Notes, the Universal Cap need not be calculated on any date on which: (A) no Replacement Proceeds are allocable to the Series 2017A Notes, other than Replacement Proceeds in a Bona Fide Debt Service Fund or a Reasonably Required Reserve or Replacement Fund; (B) the Net Sale Proceeds of the Series 2017A Notes qualified for one of the temporary periods provided in Treasury Regulations §1.148-2(e)(2), (e)(3), or(e)(4), and those Net Sales Proceeds are in fact allocated to expenditures prior to the expiration of the longest applicable temporary period; or the Net Sale Proceeds of the Series 2017A Notes were deposited in a Refunding Escrow and expended as originally expected; (C) the Series 2017A Notes do not refund an issue that, on any transfer date, has unspent proceeds allocable to it; (D) none of the Series 2017A Notes are retired prior to the date on which such portion of the Series 2017A Notes is treated as retired in computing the yield on the Series 2017A Notes; and (E) no Proceeds of the Series 2017A Notes are invested in "qualified student loans" or "qualified mortgage loans" (as defined in Treasury Regulations§1.150-1). (C) If the value of all Nonpurpose Investments allocated to the Gross Proceeds of the Series 2017A Notes exceeds the Universal Cap on a date as of which the Universal Cap is determined such Nonpurpose Investments allocable to Gross Proceeds of the Series 2017A Notes necessary to eliminate that excess will cease to be allocated to the Series 2017A Notes, in the following order of priority: (A)Nonpurpose Investments allocable to Replacement Proceeds;(B)Nonpurpose Investments allocable to Transferred Proceeds; and (C) Nonpurpose Investments allocable to Sale Proceeds and Investment Proceeds. For this purpose Nonpurpose Investments may be valued (a) in the case of a Plain Par Investment at its principal amount plus any accrued unpaid interest on that date; (b)in the case of fixed rate investments,at its Present Value on that date;or(c)in the case of any other investment, at its Fair Market Value. (c) Allocations to Expenditures. (i) In General. Reasonable accounting methods for allocating funds from different sources to expenditures for the same governmental purpose include any of the following methods if consistently applied: a specific tracing method;a Gross Proceeds spent first method;a first-in,first-out method;or a ratable allocation. An allocation of Gross Proceeds of an issue to an expenditure must involve a current outlay of cash for a governmental purpose of the issue. A current outlay of cash means an outlay reasonably expected to occur not later than 5 banking days after the date as of which the allocation of Gross Proceeds to the expenditure is made. A payment of Gross Proceeds to a Related Party of the Issuer is not an expenditure of those Gross Proceeds. Gross Proceeds paid to the Related Party are expended only when the Gross Proceeds are properly allocable to an expenditure by the Related Party. (ii) Reimbursement Allocations. An allocation to reimburse an Original Expenditure made(in accordance with paragraph 3(c)of the Tax Certificate with respect to the Series 2017A Notes) Exhibit 1-7 29844215:2 within 30 days after the issue date may be treated as made on the issue date of the Series 2017A Notes. An allocation to reimburse an Original Expenditure that does not meet the requirements set forth in paragraph 3(c)of the Tax Certificate will not be regarded as properly allocated to an expenditure. (iii) Gross Proceeds invested in Purpose Investments. Gross Proceeds of an issue invested in a Purpose Investment may be allocated to an expenditure only on the date on which the conduit borrower under the Purpose Investment allocates the Gross Proceeds to an expenditure in accordance with Treasury Regulations§1.148-6(d). Notwithstanding an allocation permitted under the preceding sentence, with respect to the issuer such Gross Proceeds continue to be allocated to the Purpose Investment until the sale,discharge,or other disposition of the Purpose Investment. (iv) Commingled Investment Earnings. Notwithstanding Section 2(c)(i), investment earnings on Sate Proceeds of the Series 2017A Notes (other than investment earnings held in a Refunding Escrow) may be allocated to expenditures other than expenditures described in Section 2(c)(i),if the investment earnings are commingled for the purpose of accounting for expenditures with substantial tax or other substantial revenues from operations of the Issuer and they are reasonably expected to be allocated(using any reasonable,consistently applied accounting method)to expenditures for governmental purposes of the Issuer within a period not to exceed six months from the date of the commingling. (d) Allocations of Gross Proceeds to Investments. Upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of an issue will not be allocated to a Payment for that Nonpurpose Investment in an amount greater than,or to a Receipt from that Nonpurpose Investment in an amount less than,the Fair Market Value of the Nonpurpose Investment (adjusted to take into account Qualified Administrative Costs allocable to the investment)as of the purchase or sale date. (e) Allocation of Investments Held by a Commingled Fund. (i) In Genual. All Payments and Receipts (including deemed Payments and Receipts) on investments held by a Commingled Fund must be allocated among the different "investors" in the fund not less frequently than as of the close of each fiscal period. This allocation must be based on a consistently applied reasonable, ratable allocation method. Reasonable ratable allocation methods include, methods that allocate these items in proportion to either(A) the average daily balances of the amounts in the Commingled Fund from different"investors" during a fiscal period; or(B)the average of the beginning and ending balances of the amounts in the Commingled Fund from different investors for a fiscal period that does not exceed one month. For purposes of this Section 2(e),the term"investor"means each different source of funds invested in a Commingled Fund. A Commingled Fund may use any consistent fiscal period that does not exceed three months. (ii) Expenditures from a Commingled Fund. If a ratable allocation method is used to allocate expenditures from the Commingled Fund,the same ratable allocation method must be used to allocate Payments and Receipts on investments in the Commingled Fund under this Section. (iii) Common Reserve Funds, Replacement Funds or Sinking Funds. If a Commingled Fund serves as a common reserve fund,replacement fund,or sinking fund for two or more issues, investments held by that Commingled Fund must be allocated ratably(after any reallocations of Proceeds under Section 2(b)) among the issues served by the Commingled Fund according to (A) the relative values of the bonds of those issues(as determined under Treasury Regulations§1.148-4(e));(B) the relative amounts of the remaining maximum annual debt service requirements on the outstanding principal amounts of those issues; or (C) the relative original stated principal amounts of the outstanding issues. Such allocations must be made at least every three years and as of each date that an issue first becomes secured by the Commingled Fund. If relative original principal amounts are used to allocate, allocations must also be made on the retirement of any issue secured by the Commingled Fund. (iv) Mark-to-Market Requirement. If Gross Proceeds of the Series 2017A Notes are invested in a Commingled Fund in which the Issuer and any Related Party own more than twenty-five percent (25%) of the beneficial interests in the fund, the fund must treat all its investments as if sold at Fair Exhibit 1-8 29844215:2 Market Value either on the last day of the fiscal year or the last day of each fiscal period unless(A)the remaining weighted average maturity of all investments held by the Commingled Fund during the fiscal year does not exceed 18 months, and the investments held by the Commingled Fund during that fiscal year consist exclusively of Obligations,or(B)the Commingled Fund operates exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of the same issuer. The net gains or losses from any such deemed sales of investments must be allocated to all investors of the Commingled Fund during the period since the last allocation. For purposes of this Subsection the"fiscal year" of a Commingled Fund is the calendar year unless the fund adopts another"fiscal year". 3. Yield and Valuation of Investments. (a) In General. Yield on an investment, the Present Value of an investment and the Fair Market Value of an investment allocated to the Series 2017A Notes will be computed under the economic accrual method, using the same compounding interval and financial conventions used to compute the yield on the Series 2017A Notes. Except as otherwise provided in this Section 3, the yield on an investment allocated to the Series 2017A Notes is the discount rate that, when used in computing the Present Value as of the date the investment is first allocated to the issue of all unconditionally payable Receipts from the investment,produces an amount equal to the Present Value of all unconditionally payable Payments for the investment. The Present Value of an investment on a date is equal to the Present Value of all unconditionally payable Receipts to be received from and Payments to be paid for the investment after that date, using the yield on the investment as the discount rate. The yield on a variable rate investment is determined in a manner comparable to the determination of the yield on a variable rate issue of a Tax-exempt Bond for purposes of section 148 of the Code. For purposes of the Investment Limitation under paragraph 10 of the Tax Certificate, the yield on investments made with Sale Proceeds of the Series 2017A Notes or investment earnings thereon that are subject to yield restriction will be computed separately from the yield on investments not subject to yield restriction. (b) Field Reduction Payments to the United States. The yield on any investments allocable to Sale Proceeds of the Series 2017A Notes or investment earnings thereon that qualified for one of the temporary periods described in paragraph 10 of the Tax Certificate,other than 10(f),may be calculated by taking into account any amount paid to the United States in accordance with this Section 3(b), including any Rebate Amount, as a Payment for that investment that reduces the yield on that investment. The yield on Unexpended Proceeds may be calculated by taking into account any "Yield Reduction Payments," as described in this Section. Yield Reduction Payments include payments paid to the United States at the same time and in the same manner as rebate amounts are required to be paid except: (i) No Yield Reduction Payments are required to be paid until the earlier of the end of the tenth Bond Year after the issue date of the Series 2017A Notes or 60 days after the date on which the issue is no longer outstanding;and (ii) For Yield Reduction Payments paid prior to the date on which the Series 2017A Notes are retired,the Issuer need not pay more than 75 percent of the amount otherwise required to be paid as of the date to which the payment relates. (c) Valuation of Investments. The value of an investment (including a Payment or Receipt on the investment) on a date will be determined using one of the following valuation methods consistently for all purposes of section 148 of the Code to that investment on that date: (i) A Plain Par Investment may be valued at its outstanding stated principal amount, plus any accrued unpaid interest on that date. (ii) A Fixed Rate Investment may be valued at its Present Value on that date. (iii) Any investment may be valued at its Fair Market Value on that date. (d) Fair Market Value. (i) In General. The Fair Market Value of an investment is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's-length Exhibit 1-9 29844215:2 transaction. Fair Market Value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding. Except as otherwise provided in this Section,an investment that is not of a type traded on an established securities market, within the meaning of section 1273 of the Code, will not be considered acquired or disposed of for a price that is equal to its Fair Market Value. (ii) Direct united States Treasury Obligations. The Fair Market Value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. (iii) Certificate of Deposit. The purchase price of a certificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal may be treated as its Fair Market Value on the purchase date if the yield on the certificate of deposit is not less than the yield on reasonably comparable direct obligations of the United States and the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (iv) Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract is treated as its Fair Market Value on the purchase date if (A)the Issuer makes a Bona Fide Solicitation for a specified Guaranteed Investment Contract; (B) the Issuer receives at least three bids from providers for the specified Guaranteed Investment Contract that the Issuer solicited under a Bona Fide Solicitation that have no Material Financial Interest in the issue, at least one of whom is a reasonably competitive provider,i.e.,a provider that has an established industry reputation as a provider of Guaranteed Investment Contracts; (C) the Issuer purchases the highest-yielding Guaranteed Investment Contract for which a qualifying bid is made (determined net of broker's fees); (D) the obligor on the Guaranteed Investment Contract provides a written certification specifying all amounts that it is paying (or expects to pay) to third parties in connection with supplying the Guaranteed Investment Contract; and (E) the Issuer retains the Bid Records with the Bond documents until three years after the last outstanding Bond is redeemed. (v) Yield Restricted Defeasance Escrow Investment. The purchase price of a Yield Restricted Defeasance Escrow Investment is treated as its Fair Market Value on the purchase date if: (A)the Issuer makes a Bona Fide Solicitation for the purchase of the investment;(B)the Issuer receives at least three bids from providers that the Issuer solicited under a Bona Fide Solicitation that have no Material Financial Interest in the issue,at least one of whom is a reasonably competitive provider,i.e.,a provider that has an established industry reputation as a provider of the type of investment being purchased;(C)the winning bid is the Lowest Cost Bona Fide Bid(including any broker's fees);(D)the provider of the investments certifies the administrative costs that it is paying(or expects to pay)to third parties in connection with supplying the investments; and (E) the Issuer retains the Bid Records with the Bond documents until three years after the last Bond is redeemed. (vi) Material Financial Interest. For purposes of paragraphs (iv) and (v) the following persons or entities are deemed to have a Material Financial Interest in the issue: (A)the lead underwriter in a negotiated underwriting transaction until 15 days after the issue date; (B) any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers; and (C) a Related Party to a provider that has a Material Financial Interest in the issue. (vii) Bidding. If the Issuer invests any Gross Proceeds of the Series 2017A Notes in a Guaranteed Investment Contract or purchases with Gross Proceeds Yield Restricted Defeasance Escrow Investments,it will conduct,or will have conducted on its behalf,a Bona Fide Solicitation. The Issuer will require the agent to certify as to the bidding process as set forth in the form of Certificate of Bidding Agent to be furnished by Greenspoon Marder, PA, in the case of a Guaranteed Investment Contract or in the case of Yield Restricted Defeasance Escrow Investments. If the bidding process is not conducted through an agent, the Issuer itself will provide a similar certificate to Greenspoon Marder,PA. The Issuer will file such certification together with the Bid Records,with the documents relating to the Series 2017A Notes. If the Issuer wishes to invest Gross Proceeds of the Series 2017A Exhibit 1-10 29844215:2 Notes in Certificates of Deposit it will obtain from the provider a certification that the Certificate of Deposit has a fixed rate, a fixed payment schedule and a substantial penalty for early withdrawal, and the yield on the certificate of deposit is not less than (A) the yield on reasonably comparable direct obligations of the United States and (B) the highest yield published by the provider and currently available from the provider on reasonably comparable certificates of deposit offered to the public. (e) Administrative Costs. Except for Qualified Administrative Costs,costs or expenses paid, directly or indirectly, to purchase, carry, sell, or retire investments will not increase Payments made for investments and will not reduce Receipts from Investments. Qualified Administrative Costs will increase the Payments for,or decrease the Receipts from,investments. (f) Record Keeping. The Issuer will keep, or cause to be kept, accurate records of each investment it makes in Investment Property acquired, directly or indirectly, with Gross Proceeds of the Series 2017A Notes(other than revenues in a Bona Fide Debt Service Fund)and each expenditure it makes with Gross Proceeds of the Series 2017A Notes. Such records will include all of the information necessary to compute the yield on each investment in Investment Property to the Issuer,e.g.,purchase price,nominal interest rate, dated date, maturity date, type of property, frequency of periodic payments, period of compounding,yield to maturity,amount actually or constructively received on disposition,disposition date and evidence of the Fair Market Value of such property on the purchase date and disposition date (or deemed purchase or disposition date)for each item of such Investment Property. 4. Rebate Requirement. (a) Calculation of the Rebate Amount. In general, the Rebate Amount, as of any date is the excess of the "future value", as of that date, of all Receipts on Nonpurpose Investments allocated to the Series 2017A Notes over the "future value", as of that date, of all Payments on Nonpurpose Investments allocated to the Series 2017A Notes. The"future value"of a payment or Receipt at the end of any period is determined using the economic accrual method and equals the value of that Payment or Receipt when it is paid or received(or treated as paid or received),plus interest assumed to be earned and compounded over the period at a rate equal to the yield on the Series 2017A Notes,using the same compounding interval and financial conventions used to compute the yield on the Series 2017A Notes. Amounts earned on certain Gross Proceeds of the Series 2017A Notes either may not, or are not required to be, taken into account in determining the Rebate Amount. The earnings on Gross Proceeds excepted from the calculation of the Rebate Amount include amounts earned on a Bona Fide Debt Service Fund for the Series 2017A Notes and amounts earned on such amounts may not be taken into account. (b) Within 30 days subsequent to each required computation date,the Issuer will compute the Rebate Amount with respect to the Series 2017A Notes for the period ending on the most recent computation date. (c) Computation Dates. The"computation dates" for the calculation of the Rebate Amount required by Section 4 will be: (i) no later than 5 years after the issue date of the Series 2017A Notes, (ii) each fifth year thereafter,and(iii)the date that the last of Series 2017A Notes are discharged(i.e.,the date of the retirement of the last obligation of the Series 2017A Notes). (d) Rebate Payments. The Issuer will pay the Rebate Amount in installments as follows: (i) Each installment payment of the Rebate Amount must be in an amount that when added to the "future value", as of the computation date, of previous rebate payments paid to the United States with respect to the Series 2017A Notes equals at least ninety percent(90%) of the Rebate Amount as of that date. The final payment of the Rebate Amount will be an amount that, when added to the"future value"of previous rebate payments paid to the United States with respect to the Series 2017A Notes equals one hundred percent(100%) of the Rebate Amount as of the final computation date. Exhibit 1-11 29844215:2 (ii) Each rebate payment must be paid to the United States no later than 60 days after the computation date to which it relates and,if paid during such 60 day period,may be treated as paid to the United States on the computation date to which it relates. A rebate payment is paid to the United States when it is filed with the Internal Revenue Service at the place or places designated by the Commissioner of the Internal Revenue Service. Each payment of a Rebate Amount will be filed with the Internal Revenue Service Center,Ogden,Utah. Each payment will be accompanied by Form 8038-T. Exhibit 1-12 29844215:2 EXHIBIT 1 CERTIFICATE OF BIDDING AGENT FOR GUARANTEED INVESTMENT CONTRACT [DATE] Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach, Florida 33408 Re: $8,900,000 Village of North Palm Beach, Florida, non-Ad Valorem Revenues Bonds, Series 2017A(the"Notes") was the bidding agent in connection with the procurement on behalf of the Village of North Palm Beach, Florida (the "Issuer") of the [investment contract/repurchase agreement] (the "Agreement") between [issuer/trustee] and [provider] to be funded with the proceeds of the Notes deposited in the Fund established under the Resolution. As the bidding agent for this procurement, we were responsible for conducting the bidding process and hereby represent and certify that: 1. On we made a solicitation for offers for the Agreement. The Bid Specifications were in writing in the form attached hereto as Schedule 1. The Bid Specifications were timely provided to [number] potential providers, _ of whom are reasonably competitive providers of this type of agreement, as defined in paragraph 5 below. The Bid Specifications provided all material terms of the bid, i.e., all terms that may have directly or indirectly affected the yield of the Agreement. The terms of the Bid Specifications took into account Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested pursuant to the Agreement. 2. The Bid Specifications included a statement notifying potential providers that submission of a bid is a representation (a) that the potential provider did not consult with any other potential provider about its bid, (b)that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Issuer or any other person (whether or not in connection with the Bonds), and (c) that the bid is not being submitted solely as a courtesy to the Issuer or any other person for purposes of satisfying the requirements of Treasury Regulations §1.148-5(d)(6)(iii)(B). 3. The terms of the Bid Specifications were commercially reasonable in that there was a legitimate business purpose for each term other than to increase the purchase price or reduce the yield on the Agreement. Exhibit 1-13 29$44215:2 4. The solicitation for offers from potential providers gave all providers an equal opportunity to bid. The solicitation was conducted (a) without providing additional information regarding the offers to be submitted by any of the other potential providers or an opportunity to review the other bids and (b) under circumstances that gave us no reason to believe that the potential providers had colluded regarding their offers. [Bidding Agent] did not offer to provide the Agreement. 5. The Issuer received _ bids pursuant to this solicitation. The Issuer received at least three bids from potential providers solicited as described above that did not have a material financial interest in the Bonds. For purposes of this Certificate, the following entities were deemed to have a material financial interest in the issue: (i) the lead underwriter in a negotiated underwriting transaction,until 15 days after the issue date of the Bonds; (ii) any entity acting as a financial advisor with respect to the purchase of the investment at the time the Bid Specifications were forwarded to potential providers; and (iii) any related party to a provider who had a material financial interest in the issue. 6. At least one of the bids described in paragraph 5 was from a reasonably competitive provider. For purposes of this Certificate, a reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of this type of investment. 7. The winning bid was the highest yielding bona fide bid (determined net of any broker fees). The winning bid did not deviate from the Bid Specifications and has not been modified since it was made. 8. Attached hereto are(i) Schedule 1, a copy of the Bid Specifications; (ii) Schedule 2, a summary of the solicitation results, showing the name of the person and entity submitting each bid, the time and date of each bid and the bid results; (iii) Schedule 3, a copy of the Agreement; (iv) Schedule 4, the receipt or other record of the amount actually paid by the Issuer for the Agreement, including a record of any administrative costs paid by or on behalf of the Issuer; and (v) Schedule 5, the certificate required by the Bid Specifications of the winning bidder. IN WITNESS WHEREOF, I have hereunto set my hand this day of , [Name of Bidding Agent] By: Name: Title: Exhibit 1-14 29844215:2 SCHEDULEI BID SPECIFICATIONS Schedule 1-1 29844215:2 SCHEDULE2 SU11!IlVIARY OF BIDS Schedule 2-1 29844215:2 SCHEDULE3 COPY OF AGREEMENT Schedule 3-1 29844215:2 SCHEDULE 4 RECORD OF COST Schedule 4-1 29844215:2 SCHEDULES CERTIFICATE OF GUARANTEED INVESTMENT CONTRACT PROVIDER [DATE] Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach,Florida 33408 Re: $8,900,000 Village of North Palm Beach, Florida, non-Ad Valorem Revenues Notes, Series 2017A(the "Notes") This certificate is being made by (the "Provider") in connection with the execution of a [guaranteed investment contract/repurchase agreement] (the "Agreement") by the Provider and the Village of North Palm Beach, Florida (the "Issuer") of its $ aggregate principal amount of the Notes. The Provider understands that the Issuer will be investing proceeds of the Notes under the Agreement. The undersigned, an authorized officer of the Provider,hereby certifies as follows: (1) The Provider has an established industry reputation as a competitive provider of the type of investment being acquired. (2) The Provider is not paying any administrative costs to third parties in connection with supplying the Agreement, including any brokerage or selling commissions or similar fees, legal and accounting fees, investment advisory fees, record keeping, safekeeping, custody or similar expenses, other than a fee of$ to for , which fee the Provider believes to be reasonable based on its experience with similar procurements. IN WITNESS WHEREOF, I have hereunto set my hand this_day of [Name of Provider] By: Name: Title: Schedule 5-1 29x44215:2 EXHIBIT 2 CERTIFICATE OF BIDDING AGENT FOR YIELD RESTRICTED DEFEASANCE ESCROW INVESTMENTS [DATE] Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach, Florida 33408 Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A(the"Notes") Ladies and Gentlemen: ") was the bidding agent in connection with the purchase by the Village of North Palm Beach, Florida (the "Issuer") of the securities indicated on the schedules attached hereto (the "Open Market Government Securities") with proceeds of the above-captioned bonds (the "Bonds") [and certain other amounts held in connection with bond issues to be refunded]. The Open Market Government Securities will be deposited in the Escrow Fund established pursuant to the Escrow Deposit Agreement dated as of between and the Issuer for the payment of the outstanding principal of and interest on the ). As the bidding agent for the purchase of the Open Market Government Securities we were responsible for conducting the bidding for the Open Market Government Securities and hereby represent and certify that: 1. On we made a solicitation for offers for the Open Market Government Securities using the form of bid specifications attached hereto as Schedule 1 (the "Bid Specifications"). The Bid Specifications were timely provided in writing to [number] potential providers, of whom— are reasonably competitive providers of this type of investment, as defined in paragraph 5 below. The Bid Specifications provided all material terms of the bid, i.e., all terms that may have directly or indirectly affected the cost of the investments. 2. The Bid Specifications included a statement notifying potential providers that submission of a bid is a representation (a) that the potential provider did not consult with any other potential provider about its bid, (b) that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Issuer or any other person (whether or not in connection with the Notes), and (c) that the bid is not being submitted solely as a courtesy to the Issuer or any other person for purposes of satisfying the requirements of Treasury Regulations §1.148-5(d)(6)(iii)(B). Exhibit 2-1 24844215:2 3. The terms of the Bid Specifications were commercially reasonable in that there was a legitimate business purpose for each term other than to increase the purchase price on the investments. 4. The solicitation for offers from potential providers gave all providers an equal opportunity to bid. The solicitation was conducted (a) without providing additional information regarding the offers to be submitted by any of the other potential providers or an opportunity to review the other bids and (b) under circumstances that gave us no reason to believe that the potential providers had colluded regarding their offers. [Bidding Agent] did not offer to provide the Open Market Government Securities. 5. The Issuer received—bids pursuant to this solicitation. The Issuer received at least three bids from potential providers solicited as described above that did not have a material financial interest in the Note issue. For purposes of this Certificate, the following entities were deemed to have a material financial interest in the issue: (i) the lead underwriter in a negotiated underwriting transaction, until 15 days after the issue date of the Notes; (ii) any entity acting as a financial advisor with respect to the purchase of the investment at the time the Bid Specifications were forwarded to potential providers; and (iii) any Related Party to a provider who had a material financial interest in the issue. 6. At least one of the bids described in paragraph 5 was from a reasonably competitive provider. For purposes of this Certificate, a reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of this type of investment. 7. The winning bid was the lowest cost bona fide bid (computed by treating any broker's fees as part of the purchase price) [for the portfolio] [for each investment, comparing bids on an investment-by-investment basis]. The winning bid did not deviate from the Bid Specifications and has not been modified since it was made. 8. [The lowest cost bona fide bid for the portfolio][The aggregate cost of a portfolio comprised of the lowest cost bid for each investment] is not greater than the cost of the most efficient portfolio comprised exclusively of State and Local Government Securities from the Department of Treasury, Bureau of Public Debt, determined at the time the bids were required to be submitted pursuant to the terms of the Bid Specifications. 9. Attached hereto are (i) Schedule 1, a copy of the Bid Specifications; (ii) Schedule 2, a summary of the solicitation results, showing the name of the person and entity submitting each bid, the time and date of each bid and the bid results; (iii) Schedule 3, a copy of the purchase agreement or confirmations for the Open Market Government Securities; (iv) Schedule 4, the receipt or other record of the amount actually paid by the Issuer for the Open Market Government Securities, including a record of any administrative costs paid by or on behalf of the Issuer; (v) Schedule 5, the certificate required by the Bid Specifications of the winning bidder; and (vi) Schedule 6, a schedule showing the cost of the most efficient portfolio of State and Local Government Securities, determined using the rates available for the date the bids were required to be submitted pursuant to the terms of the Bid Specifications. Exhibit 2-2 24844215:2 IN WITNESS WHEREOF, I have hereunto set my hand this th day of , [Name of Bidding Agent] By: Name: Title: Exhibit 2-3 29844215:2 SCHEDULEI BID SPECIFICATIONS Schedule 1-1 29844215:2 SCHEDULE2 SUMMARY OF BIDS Schedule 2-1 29844215:2 SCHEDULE 3 PURCHASE AGREEMENT OR CONFIRMATIONS Schedule 3-1 29844215:2 SCHEDULE4 RECEIPT Schedule 4-1 29844215:2 SCHEDULE 5 CERTIFICATE OF PROVIDER OF OPEN MARKET GOVERNMENT SECURITIES [DATE] Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach, Florida 33408 Re: $8,900,000 Village of North Palm Beach, Florida, non-Ad Valorem Revenue Notes, Series 2017A(the"Notes") Ladies and Gentlemen: This certificate is being made by ("Provider") in connection with the sale of the securities indicated on the schedule attached hereto (the "Open Market Government Securities") by the Provider to , as Escrow Agent under the Escrow Deposit Agreement dated as of between and the Village of North Palm Beach, Florida (the "Issuer"). The Provider understands that the Issuer will be investing funds in the Open Market Government Securities to defease the Notes. The undersigned, an authorized officer of the Provider,hereby certifies as follows: (1) The Provider has an established industry reputation as a competitive provider of the type of investment being acquired. (2) The Provider is not paying any administrative costs to third parties in connection with supplying the Open Market Government Securities, including any brokerage or selling commissions or similar fees,legal and accounting fees, investment advisory fees, record keeping, safekeeping, custody or similar expenses, other than a fee of $ to for which fee the Provider believes to be reasonable based on its experience with similar procurements. IN WITNESS WHEREOF, I have hereunto set my hand this_day of [Name of Provider] By: Name: Title: Schedule 5-1 29844215:2 SCHEDULE6 SLGS PORTFOLIO COMPARISON Schedule 6-1 29844215:2 EXHIBIT 3 CERTIFICATION AS TO CERTIFICATE OF DEPOSIT [DATE] Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach, Florida 33408 Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A(the"Notes") Ladies and Gentlemen: In connection with the purchase of a certificate of deposit for the investment of proceeds of the Notes, I of (the "Provider") hereby certify as to the requirements set forth below: (1) The certificate of deposit provided has a fixed rate, a fixed payment schedule and a substantial penalty for early withdrawal, and (2) the yield on the certificate of deposit is not less than (i) the yield on reasonably comparable direct obligations of the United States and (ii) the highest yield published by the Provider and currently available from the Provider on reasonably comparable certificates of deposit offered to the public. [Name of Provider] By: Name: Title: Annex A-1 29844215:2 ANNEX B VILLAGE OF NORTH PALM BEACH POST ISSUANCE TAX COMPLIANCE POLICY A - PURPOSE To facilitate continuing compliance with the Federal income tax requirements relating to the tax-exempt status of Notes or Bonds issued by the Village of North Palm Beach(the "Issuer")and to appoint Samia Janjua, Finance Director of the Issuer(or her successor as Finance Director), to act as the Tax Compliance Officer who will have the primary responsibility to monitor the Issuer's compliance with federal tax requirements for the Issuers Notes or Bonds. In furtherance of those goals the Tax Compliance Officer understands that, on or prior to the occurrence of any of the following events the Tax Compliance Officer will consult with bond counsel for the Notes or Bonds to ascertain what effect, if any, the contemplated action may have on the tax-exempt of interest on the Notes or Bonds. 1. Change of ownership of the financed property--if the ownership of any portion of the Note or Bond Financed Property is transferred to anyone, prior to the earlier of the end of the expected economic life of the property, or the latest maturity date of any bond of the issue financing (or refinancing) the property. 2. Private business use of the Note or Bond Financed Property--if any portion of the Note or Bond Financed Property will be used by anyone other than a State or local governmental unit or members of the general public who are not using the property in the conduct of a trade or business. Examples of uses that can give rise to private business use include use by a person as an owner, lessee, purchaser of the output of facilities under a"take"or"take or pay"contract, purchaser or licensee of research, a manager or independent contractor under certain management or professional service contracts or any other arrangement that conveys special legal entitlements (e.g., arrangement that conveys priority rights to the use or capacity of the financed property) for beneficial use of the property financed with proceeds of tax-exempt debt or special economic benefit. 3. Leases of the Note or Bond Financed Property -- if any portion of the Note or Bond Financed Property is to be leased, or otherwise subject to an agreement which gives possession of any portion of the Note or Bond Financed Property to anyone, other than a State or local governmental unit. 4. Private Loan of Note or Bond Proceeds -- if any portion of the proceeds of the Notes or Bonds (including any investment earnings thereon)are to be loaned by the 1 Issuer. 5. Management agreement or service agreement -- if any portion of the Note or Bond Financed Property is to be used under a management contract or professional service contract (e.g., medical group), other than a contract for services that are solely incidental to the primary function of Note or Bond Financed Property, such as janitorial services or office equipment repair. 6. Naming rights agreements for the Note or Bond Financed Property -- if any portion of the Note or Bond Financed Property will become subject to a naming rights or sponsorship agreement, other than a "brass plaque" dedication. 7. Research using the Note or Bond Financed Property--if any portion of the Note or Bond Financed Property will be used for the conduct of research under the sponsorship, or for the benefit of, any organization other than a State or local governmental unit. 8. Sinking fund or pledged fund -- if the Issuer, or any organization related to the Issuer, identifies funds which are expected to be use to pay debt service on the Notes or Bonds or to secure the payment of debt service on the Notes or Bonds, other than those funds or accounts described in the bond documents for the Notes or Bonds. B -TAX RECORDIKEEPING The Internal Revenue Service has advised issuers that they have post-issuance recordkeeping responsibilities that are necessary to satisfy the Internal Revenue Service in the event of any future audit of the Notes or Bonds. In order to satisfy the recordkeeping requirements, the Tax Compliance Officer shall create and maintain, or cause to be created and maintained, records of: 1. Purchases or sales of investments made with bond proceeds (including amounts treated as "gross proceeds" as a result being part of a sinking fund or pledge fund) and receipts of earnings on those investments; 2. The final allocation of the proceeds of the Notes or Bonds to expenditures and the application of any source of funds other than proceeds of the Notes or Bonds to expenditures; 3. Information, if applicable, that will be sufficient to demonstrate to the Internal Revenue Service upon an audit of the Notes or Bonds that the Notes or Bonds have complied with one or more available spending exceptions to the arbitrage rebate requirement with respect of the Notes or Bonds; 4. Information and calculations,when applicable, that will be sufficient to demonstrate to the Internal Revenue Service, upon an audit of the Notes or Bonds, for which an 2 exception to the arbitrage rebate requirement was not applicable, that the rebate amount, if any, that was payable to the United States of America with respect to investments made with gross proceeds of the Notes or Bonds was calculated and timely paid with Form 8038-T timely filed with the Internal Revenue Service; 5. Information and records showing that investments held in yield-restricted advance refunding or defeasance escrows for bonds, and investments made with unspent bond proceeds after the expiration of the applicable temporary period, were not invested in higher-yielding investments; 6. Information and records regarding any use of bond proceeds to make or finance a loan to any person other than a State or local governmental unit; 7. Information and records regarding the continued use and ownership of the Note or Bond Financed Property; and 8. Any use arrangements, affecting the Note or Bond Financed Property,which results in private business use of any portion of the Note or Bond Financed Property. C -ADDITIONAL INFORMATION, REQUIREMENTS/RESPONSIBILITIES It will be the responsibility of the Director of Finance to keep this policy current will undertake an annual review of the tax status of the Note or Bond Financed Property. In certain circumstances it may be necessary for the Issuer to take a remedial action under Treasury Regulation Section 1.141-12 to preserve the tax-exempt status of interest on the Notes or Bonds. 3 VILLAGE OF NORTH PALM BEACH, FLORIDA 58,900,000 a" °O VALOREM REVEN()F, N0"1'E,1.'s, SERIES 201.7A AND 56,100,000 NON-AD VALOREM REVENUE NOTES, SERIES 20171 CROSS RECEIPT Fhe \Tiflage of',North Palm Beach, Florida, hereby ackiioMedges receipt of proceeds of the above- referenced Notes in the total amount of$15,000,000, and directs that the proceeds be wired to the account or accounts identified in the Closing Memorandurn relating to the Notes dated the date hereof, VILLAGE OF NO 711 PALM BEACH,FLORIDA BY: Sarnia JanjUa hiterini Village Manager Finance Director Dated: March 22, 2017 Pinnacle Public Finance, Inc., hereby acknowledges receipt ofthe a[vve-captioned Notes. PINNACLE I'UBLIC FINANCE , INC. By: C'at i een __�nez athl en �J Managing aging -clor/Execu ive Vice President 12ijjL� Ljo an. I.— CLLI Ive Dated: March 22, 2017 29844003:2 VILLAGE OF NORTH PALM BEACH,FLORIDA $8,900,000 NON-AD VALOREM REVENUE NOTES,SERIES 2017A AND $6,100,000 NON-AD VALOREM REVENUE NOTES,SERIES 2017B CERTIFICATE OF FINANCE DIRECTOR The undersigned, Finance Director of the Village of North Palm Beach, Florida (the "Issuer'), hereby certifies in writing to Bank of America, N.A. (the "Prior Lender") pursuant to Section 3.02(b) of that certain Loan Agreement between the Issuer and the Prior Lender, with respect to the Issuer's $8,900,000 Non-Ad Valorem Revenue Notes, Series 2017A (the "Series 2017A Notes") and its $6,100,000 Non-Ad Valorem Revenue Notes, Series 2017B (the "Series 2017B Notes" and, collectively, with the Series 2017A Notes, the "Notes"): 1. The sum of the amount of Available Non-Ad Revenue and Pledged Revenues (the "Revenue Sum") received by the Village for its two most recently ended fiscal years, equals or exceeds 250% of the maximum amount of principal and interest scheduled to be payable on the Notes and the Issuer's Promissory Note (2006), originally issued in the amount of $4,893,673 (the "Prior Note") during the then current or any future period of 12 consecutive months. This is demonstrated mathematically as follows: Available Non-Ad Revenue from October 1, 2014 $ 9,894,891 through September 30,2016 (A) Pledged Revenues from October 1,2014 $ 7,502,378 through September 30, 2016(B) TOTAL(A)+(B) $17,397,269 Maximum principal and interest on Notes in $ 1,296,435 Any consecutive 12 month period(C) Maximum principal and interest on Prior Note in $ 398,259 consecutive 12 month period(D) TOTAL (C) + (D) $ 1,694,694 [(A)+(B)] ! [(C)+(D)] = 10.27 (must be at least 2.50) 2. To the best of her knowledge no event has occurred which would cause her to believe that the Revenue Sum to be received in any future period of 12 consecutive months would be less than 125% of the amount of principal and interest scheduled to be payable on the Notes and the Prior Note during such 12 consecutive months. Neither the Notes nor the Prior Note bear a variable rate of interest. 1 29844150:2 For purposes of this certificate, the following definitions shall apply: "Available Non Ad Revenue" means any Non-Ad Valorem Revenues, other than any Non Ad Valorem Revenues accounted for in an enterprise fund under governmental accounting principles, which could, but for such future indebtedness, be lawfully used to pay principal of or interest on the Prior Note. "Non-Ad Valorem Revenues" means all revenues of the Issuer not derived from ad valorem taxation and which are lawfully available to be used to pay debt service on the Prior Note. "Pledged Revenues" means all revenue derived by the Issuer from the ownership and operation of the municipal country club, including, without limitation, club house, swimming pool, golf course and tennis facilities, owned and operated by the Issuer. CERTIFIED this 22°d day of March,2017. VILLAGE OF NORTH PALM BEACH By: y Sarnia Janjua, Finance Director 2 29844150:2 CONSENTOF PWOR LENDER Bank ol"America, N.A. the holder ofthe Village of North Palm Beach Promissory Note (2006), originally issued in the amount of $4,893,673 (the "Prior Note"), hereby agrees that the Village of North Palm Beach (the "Issuer"',) can measure its compliance with the antidultion test contained in Section 3.02(b) of that certain Loan Agreement between the Issuer and Bank of America, N.A. based upon its last two fiscal years rather than the most recently ended 24 months. CONSEINTED ,ro THIS 17th DAY 01' MARCH, 2017. BANK OF AMERICA, N.A. By: wu Michael J. Rom 10 Senior Vice President 3 29844150:2 From the desk of: l e e n o o a e r Morris (Skip)Miller,Esq. U u CityPlace ce Tower,Suite 900 525 Okeechobee Blvd. West Palm Beach, Florida 33401 Phone:561.227.2370 Fax:561.653.3937 Direct Phone:561.838.4556 Direct Fax:561.514.3456 Email:5kip.Miller@gmlaw.com March 27, 2017 CERTIFIED MAIL RETURN RECEIPT REQUESTED Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A Dear Sir or Madam: Enclosed is the original and one copy of IRS Form 8038-G for the above referenced bond issue, which closed on March 22, 2017. Please acknowledge your receipt of the enclosure by stamping the copy and returning it to us in the enclosed stamped envelope. Thank you for your cooperation. Sincerely, Morris G. (Skip) Miller Boca Raton I Denver I Ft.Lauderdale I Las Vegas I Miami I Miami Beach I Naples I Nashville New York I Orlando I Port Sc Lucie I San Diego I Tallahassee I Tampa I West Palm Beach In New York.Greenspoon Marder.PA practices under the name Greenspoon Marder,P.A.P.C. in California.Greenspoon Marder LLP practices using the fictitious name and trademark Greenspoon Marder under license from Greenspoon Marder.PA 29997858vl Font 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720 Department of the Treasury ►See separate instructions. Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC. 111� Repcirting Authority II Amended Return,check here IN, ❑ 1 Issuer's name 2 Issuer's employer Identification number(EIN) Village of North Palm Beach 59.6017984 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box it mail is not delivered to street address) Rocmisuite 5 Report number(For IRS Use Only) 501 U.S.Highway 1 1 3 ''" 6 City.town,of post office,state,and ZIP code 7 Date of issue North Palm Beach,Florida 33408 March 22,2017 8 Name of issue 9 CUSIP number Non-Ad Valorem Revenue Notes,Series 2017A N.A. 10a Name and title of officer or other employee of the issuer wham the IRS may call for more Information(see 10b Telephone number of officer or ether instructions) employee shown on 10a Samia Janjua,Finance Director 561.841-3354 Type of Issue enter the issue price).See the Instructions and attach schedule. 11 Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 _ 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other.Describe ► Recreation and Clubhouse 18 1 8,900,0001 0o 19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . ► ❑ Iry ' If obligations are BANs,check only box 19b . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑ Description of Obligati ns.Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted price at maturity average maturity (e)Yield 21 06/01/2032 $ 8,900,000.00 S 8,900,000.00 11.903 years 3.32 % UM 3 Uses of Proceeds of Bond Issue including underwriters'discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 0 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 8,900,000 00 24 Proceeds used for bond issuance costs(including underwriters'discount). 24 25,000 0 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund 26 0 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 0 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 0 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 25,000 00 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 8,875,000 00 Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called(MMIDDNYYY) . . . . . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DDIYYYY) For Paperwork Reduction Act Notice,see separate instructions, Cat.No.63773S Form 8038-G(Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 NA 36a Enter the amount of gross proceeds invested or to be invested In a guaranteed investment contract LL (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a 0 b Enter the final maturity date of the GIC 10- c c Enter the name of the GEC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . • 37 0 38a If this issue Is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information: b Enter the date of the master pool obligation Pi- c c Enter the El of the issuer of the master pool obligation Po- d d Enter the name of the Issuer of the master pool obligation► 39 If the issuer has designated the Issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► Cl 41a If the issuer has identified a hedge,check here► ❑ and enter the following Information: b Name of hedge provider 10- c c Type of hedge► d Term of hedge 10- 42 42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . ► Cl 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Cade and Regulations(see Instructions),check box . . . . . . . . ► ❑✓ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted 0- Under Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and Met,they are true, ct,and co ete.I Iurther declare that I consent to the IRS's djsclosure of the issuers return information,as necessary to and Process hi I t Consent 21-1120/ \ David Norris,Mayor S u is thoriz epr Cativo Date r Type or print name and title Paid Print/Type preparer'ftilmo Preparer's signatur Date Check❑ if I PTIN Preparer Moms G.Miller +�(�0- i Z_2 1 salt-employed P01078858 Use Only Fam's name to Greenspoon Marder,P.A, IFirm's EIN ► 59-2402121 Firm's address ► 525 Okeechobee Blvd.,Suite 805,West Palm Beach,Fl 33401 Phone no. 561.8384556 Form 8038-G(Rev.9-2011) ACknowiedgernept Copy PIM0 Retum with Reed pate Fort,8038-G I information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) lo-Under internal Revenue Code section 149(e) OMS No.t5a5 0720 Department of the Treasury b-See separate instructions. Internal Revenue Service Caution:Y the issue price is under$100,000,use Form 8038-GC. Reo-orting Authority If Amended Return,check here ® ❑ I issuer's name 2 Issuer's employer Identi0eation number MM Village of North Palm Beach 59.6017984 3a Name of person(other than issuer}with whom the IRS may communicate about this return(see Instructiens) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box If mail is not dolivorod to street address) RoomJsuite 6 Report numbor(For iRS Use Only) 501 U.S.Highway 1 3 -- � 6 City,town,or post office,state,and 21P code 7 Date of issue North Palm Beach,Florida 33408 March 22,2017 8 Name of issue a CUSIP number Non-Ad Valorem Revenue Notes,Series 2017A N.A. 10a Name and title of officer or other employee of the tssuar whom the IRS may call for more information(see 10b Telephone number of officer or other Instructions) employee shown on 10a Sarnia Janjua,Finance Director 561.841-3354 Ty a of Issue enter the issue price).See the Instructions and attach schedule. 11 Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(Including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other.Describe P Recreation and Clubhouse 18 1 8,900,0001 00 19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . 101 El kE If obligations are BANS,check only box 19b . . . . . . . . . . . ► ❑ { 20 If obligations are in the form of a lease or Installment sale,check box . . , . . . , s ❑ r.Ni a *` z" Description of ObH ations.Complete for the entire issue for which this form is beingfiled. (a)Final maturity date (b)issue prtco (c)Stated redemption (d)Weighted (e)Hold price at maturity average maturity 21 0610112032 1 S 8,900,00O.DD 8,900,000.00 11.903 ears 3.32 % Uses of Proceeds of Bond Issue(including underwriters'discount 22 Proceeds used for accrued Interest . . . . . . . . . . . . . . . . . . . . . 22 0 23 Issue price of entire issue(enter amount from tine 21,column(b)) . . . . . 23 8,900,000 00 24 Proceeds used for bond issuance costs(Including underwriters'discount). 24 25,000 0 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund 26 0 27 Proceeds used to currently refund prior issues . . . , . . . . . 27 0 28 Proceeds used to advance refund prior issues . . . . . . . . 28 0 29 Total(add lines 24 through 28) . , . . . . . . . 29 25,000 00 30 Nonrefunding proceeds of the issue(subtract line 29from line 23 and enter amount here) 30 8.876,000 00 JjM Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . P years 33 Enter the last date on which the refunded bonds will be called(MWOD/YYYY) . . . . . . P 34 Enter the date(s)the refunded bonds were Issued►fmwoorn-m For Paperwork Reduction Act Notice,see separate instructions. cat.No.637795 Form 8038-G(Rev.9-2011) Form 6038-r3(Rev.8.2011) Pago 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 35 NA 36a Enter the amount of gross proceeds Invested or to be invested in a guaranteed investment contract _ (GIG)(see Instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a 0 b Enter the final maturity date of the GIC► c Enter the name of the GIC provider lo- 37 3T Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . L37 .. p 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box P ❑and enter the following information: b Enter the date of the master pool obligation 10- c c Enter the EIN of the Issuer of the master pool obligation► d Enter the name of the Issuer of the master pool obligation► 39 If the issuer has designated the issue under section 285(b)(3)(B)@(III)(small issuer exception),check box . . . . ► ❑ 40 if the issuer has elected to pay a penalty In lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑ 41a If the Issuer has Identified a hedge,check here D ❑ and enter the following Information: b Name of hedge provider 110- c c Type of hedge► d Term of hedge► 42 If the Issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► 2) 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . P n 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official Intent was adopted► Under penalties of perjury,I declaro that I have oxemtned this ratum and accompanying schedules and statements,and to the best of my knowledge Signature and ballet,they aro true, t,and cot ate.I further declare that I consent to the IRS's disclosure of the Issuer's return Information,as necessary to and process thl tot par I tat lav auth ' a Consent r r 1 2"1'1 2017 David Norris,Mayor S u is wiz upr tativo pate Typo or print name and litre Paid Prinveypo prep✓uor a Properees stgnatur pate Check❑ H PniN Preparer Morris G.Miller 7-2 •I-7 P01078858 Use only ",a name ► Greens oon Marder,PA IFirm's EIN► 59.2402121 Firm's address► 525 Okeechobee Blvd.,Suite 9-150,West Palm Beach,Fl 33401 Phone no. 561.838.4556 Form 8038-G(Flay.8.2011) r0l"IM 1150,0 NEI VERSION:03115 WALZ ....... U,SNO PAII �5,501,393 WALZ CERTIFIED MAIL ERI-' TO: Department of the'Freasury Intenial,Revenue Service Center Department of theTreasury Ogden, UT84201 Label #1 Internal R.evenue Service Center Ogden, UT 84201 LU :3:; SENDER: I U): Casey walkice REFERENCE: Casey Wallace Village of'NI'll-8038G 0 Greenspoon Marder, P.A. 931H 8699 0430 0032 3648 77 Label 112 Cat yfllace Tower,Suite goo rr: < : PS Form 3800�January 2005 525 Okeechobee Boulevard Lu ------- West Palm Beach,Ff.,33401 RE-IT(JRN PO-A�Rtlrj RECEPT Certilmd Feu SERVICE 95 5 t HC lurn Rew6pt Fcop. Re>fYic3t t9 Ir P' ogy Casey Wallace Total P�)Aage&Fees Greenspoon Nfarder, IIA CityPlace Tower,Suite 900 USPSO POSTMARK OR DATE Label#3 5,25 Okeechobee Boulevard West PaIrti Beach, FL,33401 Recoipt for Certified Mail," No rnswvn�e CY.,wnp FIttr)il" Do N�x us�a br V�wnvllkwlw Mad A FOLD AND TEAR THIS WAY--m OPTIONAL .......—....--...............................--..........I....... ........ ......... ...... ........... ......... ................ ...... ................ B Ube]#5 Label#6 Department of the'ri-easury Intenial Revenue Service Center Ogden, UT 84201 Charge ount: 9314 8699 0430 0032 3648 77 A Charge To: FOLD AND TEAR THIS WAY -- - ............. ...........—'--....---....... C 2» Article Nurnbor I 1111114VI&M --4 A, Hacudyut y em,;a prin!MiWy) B, Mto Ot Delivery > U) LIJ 0 F"":AUCIM x LU 0 Is t' z m m h.,Ory a"Wrehul�� I? Yu F, S, (n 0 LL LU Cr 3, Service Type CERTIFIED MAIL& cc -----tGD --- .......... < LU 0 4. Resiricted Dahvery?(Extra Fe,�q rct, CL —j 1. Article Addressed lo: (D z 0 ILI t Mt) < Please Disc d I 0 JC I .ter (D Leo. PS Form 3811,January 2005 Rolurn Ruccipt Transaction Details Recipient: Certified Mail Article Number: 9314869904300032364877 Department of the Treasury Return Receipt Article Number: Internal Revenue Service Center Ogden.UT 84201 Service Options: Return Receipt-Electronic Mail Service: Certified Sender Reference#: Village of NPB-8038G Casey Wallace Postage: $0.67 Greenspoon Marder,P.A. Fees: $4.80 CityPlace Tower,Suite 900 Status: Delivered 525 Okeechobee Boulevard Sender. Casey Wallace West Palm Beach,FL 33401 Transaction created by: CaseyWallace311 User ID: 13352 Firm Mailing Book ID: None Batch ID: Transaction History Event Description Event Date Details USPSO Certified Mail 03-27-2017 11:05 AM (USPS]-PRESHIPMENT INFO SENT USPS AWAITS ITEM at TEMECULA,CA USPSO Certified Mail 03-28-2017 08:05 PM (USPS)-PROCESSED THROUGH USPS FACILITY at WEST PALM BEACH,FL USPS®Certified Mail 03-28-2017 10:26 PM (USPS]-PROCESSED THROUGH USPS FACILITY at WEST PALM BEACH,FL USPSO Certified Mail 03-29-2017 11:01 PM [USPS]-DEPART USPS FACILITY at WEST PALM BEACH,FL USPSO Certified Mail 03-30-2017 03:09 PM [USPS]-PROCESSED THROUGH USPS FACILITY at SALT LAKE CITY,UT USPS®Certified Mail 03-30-2017 03:10 PM (USPS)-ARRIVAL AT UNIT at SALT LAKE CITY,UT USPS®Certified Mail 03-31-2017 11:28 AM [USPS]-DEPART USPS FACILITY at SALT LAKE CITY.UT USPS®Certified Mail 03-31-2017 01:50 PM [USPS]-CERTIFIED MAIL DELIVERED TO AGENT at OGDEN,UT Notice Of Sale Printed On:3/1212017 1:57:31PM Bond Issue name: Village of North Palm Beach,Florida,Non-Ad Valorem Revenue Notes,Series 2017A and Series 20178 Sale date: 0312212017 Closing date: 03/2212017 Submitted by: denise.ganz®gmiaw,com Submission date: 03112/2017 F Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and Series 2017B Submit Date: 3/27/2017 Printed On: 3/27/2017 9:39:13AM Issuer Name of Governmental Unit: Village of North Palm Beach Mailing Address of Governmental Unit or its Manager: 501 North U.S. Highway I Address 2: [blank] City: State: Zip Code: North Palm Beach FL 33408 Counties in which governmental unit has jurisdiction: Palm Beach Type of Issuer: C ity Is the Issuer a Community Development District? No Bond Information Bond Issue Detail(s): Name of Bond Issue Amount Issued Interest Calculation Yield Non-Ad Valorem Revenue Notes, Series 2017A $8,900,000.00 True Interest Cost Rate 3.189328 Non-Ad Valorem Revenue Notes, Series 2017E $6,100,000,00 True Interest Cost Rate 3.777706 Amount Authorized: $15,000,000.00 Dated Date: 03/22/2017 Sale Date: 03/22/2017 Delivery Date: 03/22/2017 Legal Authority For Issuance: Ch, 166, F.S. Type Of Issue: Bank Loan/Line of Credit Is this a Private Activity Bond? No Specific Revenue(s)Pledged: Prin7aty. Annual Appropriation Secondary None Purpose(s)of the Issue: Primaty., Recreational Facilities Secondary: None Page 1 of 5 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and Series 2017B Submit Date: 3/27/2017 Printed On: 3/27/2017 9:39:13AM Is this a Refunding Issue? No Bond Refundinq Issue Detail(s): Name of Refunding Issue Dated Date Original Par Value Par Value Refunded [blank] Type of sale: Negotiated Private Placement Insurance/Enhancements: No Credit Enhancement Rating(s): Moody's: NR S&P: NR Fitch., NR Other, [blank) Debt Service schedule provided by: Email Optional Redemption Provisions provided by: Email Participants Provide the name and address of the Senior Managing Underwriter or Sole Purchaser. Underwriter: Pinnacle Public Finance, Inc. Mailing Address of Underwriter: 8377 E. Hartford Drive Address 2: Suite 115 City: State: Zip Code: Scottsdale AZ 85255 Co-Underwriter: None Provide the names and addresses of any attorneys who advised the unit of local government with respect to the bond issue. Bond Counsel: Greenspoon Marder, P.A. Mailing Address of Bond Counsel: 525 Okeechobee Blvd, Address 2: Suite 900 City: State: Postal Code: West Palm Beach FL 33401 Co-Bond Counsel: None Page 2 of 5 Village ofNorth Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and Series 2017B Submit Date: 3/27/2O17 Printed On: 3/27Q017 9:39:13AM Provide the names and addresses mfmnymunicipu|mdviso,whoadvised the unit oflocal government with respect to the bond issue. Municipal Advisor: Public Financial Management Inc. Mailing Address ofMunicipal Advisor: 3OOS. Orange Avenue Address 2: Suite 1170 City: State: Zip Code; Orlando FL 32801 Co-Municipal Advisor: None Other Professionals: Leonard Rubin, Esq. Mailing Address mfOther Professionals: 701Northpoint Parkway Address 2: Suite 209 City: State: Zip Code: West Palm Beach FL 33407 Paying Agent: Issuer Registrar: Issuer Fees Has any fee,bonus,or gratuity been paid by any underwriter or municipal advisor,in connection with the bond issue, to any person not regularly employed or engaged by such underwriter or advisor? Fees Paid: Company Name Fee Paid Service Provided Function Served Chapman and Cutler LLP $7.00O�DO Counsel 1oLender Moveany other fees been paid hythe unit of local government with respect to the bond issue,including any fee paid to attorneys ofmunicipal advisors? Total Bond Counsel Fees Paid: $19,500.00 Total Municipal Advisor Fees Paid: $13.5OO�O8 Other Fees Paid: Company Name Fee Paid Service Provided Function Served Leonard G. Rubin. Esq. $2.500.00 General Counsel to Issuer Page 3mf5 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and Series 2017B Submit Date: 3/27/2017 Printed On: 3/2712O17 9:39:13AM Filing of this form has been authorized by the official of the issuer identified below: Name: OomiaJanjum. Finance Director Title: Governmental Officer primarily responsible for coordinating issuance ofthe bonds Fees charged byUnderwriter: Management Fee(per thousand par vulue): $0.00 OR Private Placement Fee: $0.00 Underwriter's expected gross spread(per thousand par va|uw): $0,00 Responden For additional information,the Division ofBond Finance should contact: Name: Morris B. (SNp)Miller, Esq. Title: Bond Counsel Phone: 561-838-4556 Company: Geens oomMoodn[ P.A. Mailing Address of Respondent: G25Okeechobee Blvd. Address 2: Suite 900 City: State: Zip Code: West Palm Beach FL 33401 Page 4of5 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and Series 2017B Submit Date,3127/2017 Printed On: 3/27/2017 9:39:13AM Information relating to party completing this form(if different from above): Name: [blank] Title: [blank] Phone: [blank] Company: [blank], Mailing Address: [blank] Address 2: [blank] City: State: Zip Code: [blank] [blank] [blank] Continuing Disclosure Is the issuer required to provide continuing disclosure information in accordance with SEC Rule 1502-127 No Page 5 of 5 'Skie Miller From: Williams_Sharon [Sharon.Williams@sbafla.com] Sent: Thursday, March 30, 2017 7:51 AM To: Skip Miller Subject: RE: Village of North Palm Beach, Florida Non-Ad Valorem Revenue Notes, Series 2017A and Series 2017B Thank you. Sharon Sharon A. Williams Division of Bond Finance 1801 1 lermitage Boulevard, Suite 200 Tallahassee, Florida 32308 Phone: 850-488-4782 Direct: 1350-413-1304 Fax: 850-413-1315 Email: Sharon.williarns"' sballa.com From: Skip Miller [ma ilto:skip.miller gmlaw.com] Sent: Monday, March 27, 2017 9:50 AM To: Williams Sharon Subject: Village of North Palm Beach, Florida Non-Ad Valorem Revenue Notes, Series 2017A and Series 20176 Sharon, Form BF2003/2004 was Submitted earlier today on the above referenced financing.The debt service schedules are attached,The Series 2017A Notes are subject to optional redemption in whole, but not in part, at par on or after June 1, 2025.The Series 2017E Notes are not subject to optional redemption prior to maturity. Please let me know if you have any questions or need further information. Thank you. GreenspoonMarder Morris G. (Skip) Miller, Esq. CityPlace Tower, Suite 900 525 Okeechobee Boulevard West Palm Beach, FL 33401 Phone: (561)838-4556 Fax: (561) 514-3456 Skip.Miller@gmlaw.coni www.grniaw.com 'rhe information contained in this transmission may be attorney/client privileged and confidential. It is intended only for the use of the individual or entity named above. If the reader of"this message is not the intended recipient, You are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by reply e- mail. Unless specifically indicated otherwise, any discussion of tax issues contained in this e-mail, including any attachments, is not, and is not intended to be, "written advice" as defined in Section 10.37 of Treasury Department Circular 230. A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if'we are attempting to collect a debt from You. 2 Pinnacle Public Finance,Inc. Village of North Palma Beach—Non-Ad Valorem Revenue Bonds,Series 2017 January 26,2017 Revised February 28,2017 Page 6 of 7 Preliminary Debt Service Schedules Taxable Series Totals' $7,128317.50 51,028,317 50 $6,100,000,00 Rate 3-7800% $7,128,317,50 Payment Paayment Pitt Annual Pmt k Date Amount lntcrext Principal Price E3alanoa Total 3122x'2017 $6,100,000 00 1 12/1/2017 $159,484.50 $159,484.50 $0.00 Non-Callable $6,1()0,000,00 2 6/1/2018 $795.290,00 $115,290.00 $680,000.00 Non-Callable $5,420,000.00 $954,774.50 3 12/1/2018 $102.438,00 $102,43800 $OOO Non-Calldle $5,420,000.00 4 6/1/2019 $907.438.00 $102,438.00 $805,000.00 Non-Callable $4,615,000,00 $1,009,87600 5 12JI12019 S87,223.50 $87,223.50 MOO Non-Callable $4,615,000,00 6 6/1/2020 $922,223.50 $87,113.50 $835,000,00 Non-Callable $3,790,00000 $1,009,447.00 7 12/1/2020 $71,442,00 $71,442.00 $0,00 Non-Callable $3,780,000,00 a 6/1W21 $936,442.00 $71,44200 $865,000.00 Non•Callable $2,915,000,00 $1,007,884.00 9 12/l/2021 $55,093,50 $55,09150 S0X0 Non-Callabie $2,915,000.00 10 6/1/2022 $955,09150 $55,093.50 $900,000.00 Non-Calltbh521015.000M $1,010,187.00 11 12/1/'2022 $38,083.50 $38,083.50 $000 Non-Callable $4015,000.00 12 611t2023 $973,083.50 $38,08150 $935,000.00 Non-Callable $1,080,000.00 $1,011,167.00 13 12/1/2023 $20,412,00 $20,412.00 MOO Non-Callable $1,080,000m 14 6/1/2024 $990,412,00 $20,412.00 $970,000.00 Non-Callable $110,000.00 $1,010,824.00 is 17JI/2024 v'079.00 $2,079,00 $0.00 Non-Callable $110,000,00 16 611/2025 $112,079.00 $2,0'79,00 S I 10,000.00 $0.00 MOO $114,158.00 Pinnacle Public Finance,Inc, Village ofNorth Palm Hach—Non-Ad Valorem Revenue Bonds,Series 2017 January 26,2017 Revised February 28,2017 Page'I ol'7 Tax Exempt Series Totalr 512,279,35108 53,379,351,08 S8,9001WO.Go !tate 3.1900% $12,279,353.08 ff Payrnent Payment I'Mr, ;tandl.'s Annual ount, t.. Principal Pri Balance 'Total 3/22/2017 $000,000.00 1 1211n01 7 5196,371.08 $196,371.08 $0.00 Non-Callablc $8,9010,000,00 2 6/1/2018 $141,955,00 $141,955.00 $0.00 Non-Callable 58,900,000,00 5338X6.08 3 12/1/2018 5141,955.00 $141,955.00 $0.00 Non-Callable $8,900,000,00 4 6/la019 $141,955.00 $141,955.00 MOD Won-Callable $8,90000.00 $283,910.00 5 1211/2019 $141,955,00 $141,955.00 $0.00 Non-Callable $8,900,000.00 6 611/2020 $141,955.00 $141,955.00 $0.00 Non-Callabie $8,900,000m $283'910,00 7 12/1/2020 $141,955,00 $141,955.00 $0.00 Non-Callable $8,900,000,00 8 6/1/2021 5141,955.00 $141,955.00 $0.00 Non-Callable $8,900,000.00 $283,910.00 9 12/1.12021 5141,955.00 5141,955.00 $Uo Non-Callable $8,900,000,00 10 6/112022 $141,955.00 $141,955.00 $0.00 Non-Callable $8,900,000,00 $283,910 00 11 12/1/2022 $141,955.00 5141,955,00 WOO Non-Callable $8,900,00000 12 6/1/2023 $141,955,00 $141,955,00 $0.00 Non-Callable $8,900,000.00 $283,910,00 13 12/1=23 $141,955.00 $141,95500 $0,00 Non-Callable $8,900,000.00 14 611/*2024 $141,955.04 $141,9550 $0.00 Non-Callable $8,900,000.00 $283,910,00 15 12J1/2024 $141,955.00 $141,955.00 $0.00 Non-Callable 58,900'000.00 16 61112.025 $1,036,955.00 $141,955,00 $895,000.00 $8,005,000,00 58,005,00004 $1,178„910.00 17 1711A1025 $127,679.75 5127,679.75 $0,00 $8,005,000.00 $8,005'000'00 i8 6/1/2026 51,167,679.75 $127,679.75 $1,040,000.00 S6,965,000.00 $6,965,000.00 $1,295,359,50 19 12/1/2026 $111,091.75 $111,091.75 $000 $6,965,000,00 $6,965,000.00 20 6/1/2027 51.181,091.75 $111,091.75 $1,070,000M $5,995,000.00 $5,895,000.00 $1,292,183.50 21 1211/2027 $94,025.25 $94,02325 $0,00 $5,895,000.()0 $5,895,000 00 22 6/1/2028 $1,199,025-25 $94,025.25 $1,105,000,00 $4,790,000.00 $4,790,000.00 $1,293,050.50 2.3 12/112028 $76,400,50 $76,40050 $0,00 $4,790,000.00 54,790,000,00 24 6/l/2029 $1,216,400.50 $76,400.50 $1,140,000.00 $3,650,000.00 $3,650,000.00 25 12/1/2029 $58,217.50 $58,217.50 Uxo $3,650,000.00 $3,650,000 00 26 611/2030 $1,234,217.50 $58,217.50 $111801000.00 52,470,000.00 $2,470,000,00 $1,296,435.00 27 12/1=30 $39,396.50 $39,396,50 $0,00 $2,470,000.00 $1,470,000.00 28 6/1J7031 51,254,396 50 $39,396.50 $1,215,000.00 $1,255,000.00 S1,255,000.00 51,293,79100 29 12/1/2031 $20,017.25 $20,017-25 $0.00 $1,255,00000 $1,255,000.00 30 611/2032 $1,275,017.25 $20,017,25 $1,255,000.00 $0.00 $0.00 $1,295,034.50 March 22,2017 Village of North Palm Beach North Palm Beach,Florida Greenspoon Marder, P.A. West Palm Beach,Florida Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and $6,100,000 Village of North Palm Beach, Florida,Non-Ad Valorem Revenue Notes, Series 2017B Ladies and Gentlemen: In connection with the proposed issuance of the above-captioned notes(the"Notes") by the Village of North Palm Beach, Florida (the "Issuer"), the undersigned hereby confirms that it is purchasing the Notes. In consideration of the issuance and delivery of the Notes, and as an inducement thereof, the undersigned hereby advises you that: 1. The business of the undersigned is that normally attributed to an institutional lender and it has made other loans evidenced by purchases of bonds and notes issued by governmental entities similar to the Issuer and the undersigned has such knowledge and experience in governmental non ad valorem revenue supported issues that it is capable of evaluating the merits and risks of purchasing the Notes. 2. During the course of the transaction,prior to the sale and delivery of the Notes,the undersigned has: (a) received and reviewed copies in final forms of the Notes, Resolution No. 2017-22 adopted by the Issuer on March 9, 2017 (the "Resolution") that certain Loan Agreement between the Issuer and the undersigned dated the date hereof(the "Loan Agreement") and all documents and instruments listed in the Transcript of Proceedings for the Notes; (b) been afforded the opportunity to ask questions of Leonard G. Rubin, Esq. (the"Village Attorney"), Laura Howe and Pete Varona of PFM Financial Advisors, LLC (the "Financial Advisor"), Ryan Bowen of Chapman and Cutler LLP ("Lender's Counsel") and Morris G. (Skip) Miller, Esq. of Greenspoon Marder, P.A. ("Bond Counsel"), concerning the terms and conditions of the aforementioned documents and instruments; and 29&44003:2 Village of North Palm Beach Greenspoon Marder, P.A. March 2-2, 20 j'j Page 2 (c) been afforded the opportunity to ask questions of'officials of the Issuer concerning the financial condition of the Issuer; received all such information and materials which it has requested; and satisfied itself as to the accuracy and completeness of such information and material. 'The undersigned understands that neither the Village Attorney, the Financial Advisor, Lender's Counsel nor Bond Counsel have been requested to undertake, and they have not undertaken, 'to ascertain 111,C accuracy or completeness of any statements made in or concerning any of the information or documents specifically relating to the financial condition of the issuer provided to the undersigned by the Issuer and the undersigned has not relied upon the Village Attorney, the Financial Advisor, Lender's Counsel or Bond Counsel for such purposes. 3. The undersigned is purchasing the Notes for its own account for investment and not with a view to, or the sale in connection with, any distribution of al' or any part of the Notes; provided that any subsequent disposition or transter of the Notes shall at all firries be permitted in accordance Nvith the provisions of the Loan Agreement and the Notes. 4. The undersigned acknowledges that the interest of the Series 2017B Notes is not excludable from the gross incoine of the holder or holders thereof for federal income tax purposes, 5. The undersigned has satisfied itself that the Notes are a lawful investment for it under all applicable laws, Sincerely, PINNACLE PUBLIC' FINANCE, INC. By: ­r5in, Cathleen D Jimenez L c cl Managing irector/Executive Vice President 29844003:2 VILLAGE OF NORTH PALM BEACH,FLORIDA $8,900,000 NON-AD VALOREM REVENUE NOTES,SERIES 2017A AND $6,100,000 NON-AD VALOREM REVENUE NOTES,SERIES 2017B NEGOTIATED SALE DISCLOSURE STATEMENT AND TRUTH IN BONDING STATEMENT Pursuant to the requirements of Section 218.385,Florida Statutes,the following information is provided by Pinnacle Public Finance,Inc.(the"Lender")to the Village of North Palm Beach,Florida (the"Issuer")in connection with the issuance of the Issuer's$8,900,000 Non-Ad Valorem Revenue Notes,Series 2017A(the"Series 2017A Notes")and $6,100,000 Non-Ad Valorem Revenue Notes, Series 2017B (the "Series 2017B Notes" and, collectively, with the Series 2017A Notes, the "Notes"). 1. The Lender estimates that the itemized list of expenses set forth in Exhibit"A"attached hereto will be incurred by it in connection with the issuance of the Notes. 2. The names, addresses and estimated amounts of compensation of any finders engaged by the Lender connected with the issuance of the Notes are listed below. A finder, as defined by Section 218.386(1)(a),Florida Statutes,as amended,is a person who is not regularly employed by,or not a partner or officer of,an underwriter,bank,banker,or financial consultant or adviser,and who enters into an understanding with either the issuer or the managing underwriter,or both,for any paid or promised compensation or valuable consideration directly or indirectly,expressly or implied,to act solely as an intermediary between said issuer and managing underwriter for the purpose of influencing any transaction in the purchase of such notes. None. 3. The amount of underwriting spread expected to be realized by the Lender in connection with the issuance of the Notes is: Not applicable. 4. The managing or similar fees to be charged by the Lender in connection with the issuance of the Notes are expected to be: None 5. The other fees,bonuses and other compensation estimated to be incurred by the Lender in connection with the Notes to any person not regularly employed or retained by the Lender, are as follows: See attached Exhibit"A." 6. The name and address of the Lender is as follows: 29844003:2 Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale,AZ 85255 7. The Issuer is proposing to issue$15,000,000 of debt(the"Notes")for the primary purpose of financing all or a portion of the costs of financing the construction and equipping of a new country club clubhouse,and the costs of issuance of the Notes ("Costs of the Project").This debt or obligation is expected to be repaid over a period of approximately 15.2 years.At the average interest rate on the Notes of 3.311%, total interest paid over the life of the debt will be approximately $4,407,670.58. 8. The source of repayment or security for the Notes is a covenant to budget and appropriate the Issuer's legally available non-ad valorem revenues.Authorizing this debt will result in as much as$1,277,520.83 of such revenues not being available to finance other services of the Issuer in each of the Issuer's fiscal years through the fiscal year ending September 30, 2032. This statement is provided for the sole purpose of complying with Section 218.385, Florida Statutes, and does not change the terms of and is not evidence of the terms of the Notes. It is our understanding that the Issuer has not requested any further disclosure from the Lender. Dated: March 22,2017. [Remainder of page intentionally left blank] 29844403:2 I I'l N A N By: Pvfam��-,triL or/ Exc.Lculive, Cathleen 1-nenez :Ctcir/ �li�miea�,xe.�N,'ice President 29520172:4 EXHIBIT"A" EXPENSES BANK COUNSEL—CHAPMAN AND CUTLER LLP $7,000 (paid by Issuer) 29844003:2 LEONARD G. RUBIN, P.A. NORTHPOINT CORPORATE CENTER 701 NORTHPOINT PARKWAY,SUITE 209 WEST PALM BEACH, FLORIDA 33407-1950 LEONARD G.RUBIN TTiLEPLIONF: (561)721-1683 FLORIDA BAR BOARD CERTIFIED FACSIMILE: (561)686-8764 CITY COUN'T'Y AND LOCAL.GOVERNMENT NITORNEY March 22, 2017 Village of North Palm Beach North Palm Beach, Florida Pinnacle Public Finance, Inc. Scottsdale, Arizona Greenspoon Marder, P.A. West Palm Beach, Florida Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and $6,100,000 Village of North Palm Beach, Florida,Non-Ad Valorem Revenue Notes, Series 2017B Ladies and Gentlemen: I am the Village Attorney for the Village of North Palm Beach, Florida (the "Issuer") and am rendering this opinion in connection with the above referenced notes(collectively,the"Notes") in such capacity. The Notes are authorized to be issued pursuant to the Charter of the Issuer, Chapter 166, Florida Statutes, and other applicable provisions of law(the "Act"), and Resolution No. 2017-22, adopted by the Issuer on March 9, 2017 (the "Resolution"), and a Loan Agreement between the Issuer and Pinnacle Public Finance, Inc. (the "Lender") dated the date hereof(the "Loan Agreement'). The Notes are being issued for the purpose of financing the costs of the Project(as defined in the Loan Agreement), and paying the costs of issuance of the Notes. All terms used herein in capitalized form and not otherwise defined herein have the meaning ascribed to them in the Loan Agreement. I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. Based upon the foregoing, I am of the opinion that: 1. The Issuer is duly created and validly existing as a body corporate and politic and a municipal corporation of the State of Florida. The Issuer has such powers as set forth in the Act with good, right and lawful authority to, among other things, undertake the Project and to provide funds therefor through the issuance of the Notes, and to adopt the Resolution and enter into the Loan Agreement and to perform its obligations thereunder. Non-Ad Valorem Revenue Notes (Series 2017A and 2017B) March 22, 2017 Page 2 of 3 2. The Resolution has been duly adopted by the Issuer and remains in full force and effect as of the date hereof, has not been modified after its date of adoption and,to the best of my knowledge,no event has occurred that constitutes or would, with the passage of time or the giving of notice, constitute a default by the Issuer under the terms thereof. The Resolution constitutes a valid and binding instrument, enforceable against the Issuer in accordance with its terms. 3. The Loan Agreement has been duly authorized, executed and delivered by the Issuer, and, assuming due authorization, execution and delivery by the Lender, is a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms. 4. The Notes have been duly authorized, executed and delivered by the Issuer, and constitute the legal,valid and binding obligations of the Issuer,but payable from and secured solely by the sources and in the manner provided in the Loan Agreement. 5. To the best of my knowledge after due inquiry, neither the adoption of the Resolution nor entering into the Loan Agreement nor compliance by the Issuer with the terms and conditions thereof will conflict with or result in a breach of any of the terms or provisions of the Act,the Issuer's Charter or Code of Ordinances or to the best of my knowledge of any law in force on the date hereof,or any regulation,order,writ,injunction or decree of any court or governmental authority. Additionally, to the best of my knowledge, neither the adoption of the Resolution nor entering into the Loan Agreement, nor compliance by the Issuer with the terms and conditions thereof will result in a breach of any of the terms or provisions of any agreement or instrument to which the Issuer is bound,or in any such case constitutes or will constitute a default thereunder or results or will result in the creation or imposition of any encumbrance upon any of the properties or assets of the Issuer other than those encumbrances permitted by the Loan Agreement. 6. There is no litigation pending or, to the best of my knowledge, threatened against the Issuer(a) seeking to restrain or enjoin the issuance or delivery of the Notes or the application of the proceeds thereof, (b) contesting or affecting (i) the authority for the issuance of the Notes; (ii) the validity or enforceability of the Notes, the Resolution or the Loan Agreement; or (iii) the transactions contemplated thereunder;(c)contesting or affecting the establishment or existence of the Issuer or any of its officers, its ability to charge or collect revenues, its assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Issuer, including its power to levy and collect taxes,fees and other charges; (d)contesting or affecting the exclusion from gross income of interest on the Series 2017A Notes for federal income tax purposes; or (e) which would have a materially adverse effect upon the matters provided for or contemplated by the Resolution or the Loan Agreement. 7. No further authorization, approval, consent or other order of governmental authority or agency is required on the part of the Issuer for the valid adoption of the Resolution, entering into the Loan Agreement, the authorization, issuance, sale, execution and delivery of the Notes or the consummation of the transactions contemplated thereby. Non-Ad Valorem Revenue Notes (Series 2017A and 201713) March 22, 2017 Page 3 of 3 The foregoing opinion is ClUalified to the extent that the rights of the holder of the Notes and the enforceability of the Notes,the Resolution and the Loan Agreement may be limited by any bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally heretofore or hereafter enacted to the extent constitutionally applicable and their enforcement 111,1V also be subject to the exercise of judicial discretion in appropriate cases. Sincerely, Z Leonard G, Rubin Village Attorney Village otNorth Palm Beach LGR/l From the desk of: reenspoo a r e r Morris (Skip) Miller,Esq. CityPlace ce Tower,Suite 900 525 Okeechobee Blvd. West Palm Beach,Florida 33401 Phone:561.227.2370 Fax:561.653.3937 Direct Phone:561.838.4556 Direct Fax:561.514.3456 Email:Skip.Miller@gmlaw.com gmlaw.com March 22, 2017 Village of North Palm Beach North Palm Beach, Florida Pinnacle Public Finance, Inc. Scottsdale, Arizona Re: $8,900,000 Village of North Palm Beach, Florida, Non-Ad Valorem Revenue Notes, Series 2017A and $6,100,000 Village of North Palm Beach, Florida,Non-Ad Valorem Revenue Notes, Series 2017B We have been retained to act as bond counsel by the Village of North Palm Beach,Florida(the "Issuer")in connection with the issuance by the Issuer of its$8,900,000 Non-Ad Valorem Revenue Notes, Series 2017A (the "Series 2017A Notes") and its $6,100,000 Non-Ad Valorem Revenue Notes, Series 2017B(the"Series 2017B Notes"and,collectively,with the Series 2017A Notes,the "Notes"). The Notes are being issued pursuant to the Charter of the Issuer, Chapter 166, Florida Statutes,and other applicable provisions of law(the"Act"),and Resolution No.2017-22,adopted by the Issuer on March 9, 2017 (the "Resolution"),and a Loan Agreement between the Issuer and Pinnacle Public Finance,Inc.(the"Lender")dated the date hereof(the"Loan Agreement").We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion,we have relied upon the representations of the Issuer contained in the above referenced instruments and in the certified proceedings and other certifications and opinions of public officials furnished to us without undertaking to verify the same by independent investigation. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Loan Agreement. Reference is made to the opinion of even date herewith,of Leonard Rubin,Village Attorney, upon which we have relied with your permission,with respect to the maters set forth in said opinion. Boca Raton I Denver I Ft.Lauderdale I Las Vegas I Miami I Miami Beach(Naples I Nashville New York I Orlando I Port St.Lucie I San Diego I Tallahassee I Tampa I West Palm Beach In New York Greenspoon Marder.PA practices under the name Greenspoon Marder,PA P.C. In California,Greenspoon Marder LLP practices using the fictitious nanm and trademark Greenspoon Marder under license from Greenspoon Marder.PA 29931737v1 Village of North Palm Beach, Florida Pinnacle Public Finance, Inc. March 22, 2017 Page No. 2 Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Issuer is validly existing as a body corporate and politic and a municipal corporation of the State of Florida with the corporate power to adopt the Resolution,enter into the Loan Agreement, perform the agreements on its part contained therein and issue the Notes. 2. The Resolution has been duly adopted by the Issuer,remains in full force and effect as of the date hereof and has not been modified after its date of adoption.The Resolution constitutes a valid and binding instrument, enforceable against the Issuer in accordance with its terms. 3. The Loan Agreement has been duly authorized,executed and delivered by the Issuer, and, assuming due authorization, execution and delivery by the Lender, is a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms. 4. The Notes have been duly authorized,executed and delivered by the Issuer and are valid and binding special obligations of the Issuer,but payable from and secured solely by a covenant to budget and appropriate the Non-Ad Valorem Revenues(as defined in the Loan Agreement),in the manner and subject to the limitations described in the Loan Agreement. 5. Under existing statutes, regulations, rulings and judicial decisions, interest on the Series 2017A Notes is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations.However,interest on the Series 2017A Notes is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations under the Internal Revenue Code of 1986,as amended(the"Code").Ownership of the Series 2017A Notes may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding other federal tax consequences resulting from the ownership,receipt or accrual of interest on, or disposition of, the Series 2017A Notes. The opinion set forth in the preceding paragraph assumes continuing compliance by the Issuer with certain requirements of the Code that must be met after the date of the issuance of the Series 2017A Notes in order for interest on the Series 2017A Notes to be excluded from gross income for federal income tax purposes. The failure to meet these requirements may cause interest on the Series 2017A Notes to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2017A Notes. The Issuer has covenanted in the Loan Agreement to take the actions necessary to comply with such requirements and to refrain from taking any action that would cause the interest on the Series 2017A Notes to be included in gross income for federal income tax purposes. 6. Interest on the Series 2017B Notes is not excludable from gross income for federal income tax purposes, and we express no opinion as to any federal income tax matters relating thereto. 29931737v1 Village ofNorth Palm Beach, Florida Pinnacle Public Finance, Inc. March 22, 2017 Page No. 3 It is to be understood that the rights ofthe holders ofthe Notes and the enforceability of the Notes, the Resolution and the Loan Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their entorcernent may also be subject to the exercise of judicial discretion in appropriate cases. We are members ofthe Florida Bar and do not hold ourselves out as experts on, nor are we, in rendering our opinion herein, passing upon any matter ofthe laws of any jurisdiction other than the laws of the United States and the State offlorida. "I'lie opinions set forth above are expressly limited to,and we opine only with respect to,the laws ofthe State of Florida and the United States of America. This opinion letter speaks only as ofthe date hereof, We assume no obligation to update or Supplement this opinion letter to address in), changes to applicable law occurring after the date hereof. This opinion is rendered to you in connection with the Notes. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to,any other person, firm or corporation other than a future holder ofthe Notes without Our prior written consent. This is only all opinion letter and not a warranty Or guaranty ofthe matters discussed herein. Sincerely, GREF'NSPOON MARDER, P.A. 290317370 255 Alhambra Cirde Suite 404 Coral Gables,FL 33134 786-PfM 786.671-7481 0 305.448-7131 fax March 22, 2017 Closing Memorandum To: Working Group From: Public Financial Management, Inc. Re: Village of North Palm Beach, Florida Non-Ad Valorem Revenue Notes, Series 2017A&Series 2017B(together,the"Series 2017 Notes` Closing Wire Instructions Pre-Closina Date: Tuesday, March 21, 2017, 8:45 AM Location: Village of North Palm Beach 501 U.S. Highway 1 North Palm Beach, Florida 33408 Closing Closing for the Series 2017 Notes will occur simultaneously upon receipt of funds by the Village of North Palm Beach, Florida (the "Village") on Wednesday, March 22, 2017 at approximately 10:00 A.M. Upon confirmation of the wire transfers stated in this Memo, an e-mail will be circulated to the group to confirm closing. Sources and Uses of Funds Sources Series 2017A Par Amount $8,900,000.00 Series 20178 Par Amount 6,100,000.00 Total: $15,000,000.00 Uses Project Fund $14,958,000.00 Costs of Issuance 42 000.00 Total: $15,000,000.00 Village of North Palm Beach PfM Series 2017 Notes 0 Page 2 Total Transfers at Closing The transfer from Pinnacle Public Finance ("Pinnacle") at closing is $14,993,000.00, consistent with the par amount of the Notes less Bank Counsel fee held back by Pinnacle. Wires For the closing of the Series 2017 Notes,the following wire will occur. Note the wire transfers do not constitute an allocation for purposes of the requirements of the Notes documents or for purposes of applicable federal tax requirements. Wire #1: Lessor will wire $14,993,000.00 to the Village per the following wiring instructions. $14,958,000.00 will be deposited into the project account, and $35,000.00 will be used to pay the costs of issuance(except bank counsel fee)related to the Series 2017 Notes. Receiving Bank Name Wells Fargo, N.A. Receiving Bank ABA# 121000248 Receiving Bank Address 420 Montgomery Street San Francisco, CA 94104 Beneficiary Name Village of North Palm Beach Beneficiary Account# 2000706480993 Costs of Issuance: Bond Counsel Fee $19,500 Bond Counsel Expenses(est.) 1,000 Financial Advisor Fee 13,500 Financial Advisor Expenses (est.) 1,000 Bank Counsel Fee" 7,000 *Bank Counsel Fee to be retained and paid by Pinnacle Any unused costs of issuance may be transferred to the debt service fund in order to be used to pay debt service on the Series 2017 Notes. If you have any questions or require any additional information, please do not hesitate to contact Pete Varona at(786) 671-7481.