1988-37 Golf Course Renovation Loan-
RESOLUTION N0. 37-88
A RESOLUTION OF THE VILLAGE COUNCIL OF NORTH
PALM BEACH FLORIDA, ACCEPTING THE PROPOSAL FROM
' NCNB NATIONAL BANK TO BORROW $1,200,000 FOR THE
NORTH PALM BEACH COUNTRY CLUB GOLF COURSE RENOVATION
FACILITIES AND PRESCRIBING THE FORMS, TERMS AND
DETAILS OF SUCH LOAN BY PLEDGING THE FRANCHISE FEE
REVENUE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF, NORTH PALM
BEACH, FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION: This
resolution is adopted pursuant to the provisions of Chapter 166,
Part II, Florida Statutes and other provisions of law.
Section 2. DEFINITIONS: For the purpose of this
resolution the capitalized terms herein shall have the following
respective meanings:
"BANK" shall mean NCNB National Bank.
"VILLAGE" shall mean The Village of North Palm Beach.
"PRIME RATE" shall mean the annual-interest rate
announced by NCNB National Bank.
"BANK QUALIFIED TAX-EXEMPT OBLIGATION" shall have the
same meaning as in Section 265 (b) (3) of the Internal
Revenue Code.
"FRANCHISE FEES" shall mean any and all franchise fees
levied and received by the Village on account of the
provision of the following services: electric, water
and sewer, cable television, telecommunication and
metered or bottled gas.
Section 3. APPROVAL OF THE PROPOSAL: The proposal from
the NCNB National Bank, substantially in the -form attached hereto
as Exhibit A, to borrow $1,200,000 for the renovation of Golf
Course facilities is hereby approved and the Mayor of the Village
of North Palm Beach is hereby authorized to sign the said
proposal.
Section 4. LOAN PROCEEDS: The loan proceed, not to
exceed in the amount of $1,200,000 shall be available for
disbursement to the Village by the bank at closing.
Section 5. INTEREST RATE: Variable Interest Rate to be
charged will be adjusted as follows:
~~
FROM
Date of Closing
January 1, 1990
January 1, 1991
TO
December 31, 1989
RATE
638 of Prime
1
December 31, 1990
Maturity
65$ of Prime
6,78 of Prime
Section 6. LOAN REPAYMENT: The loan shall be repaid by
the Village in thirty (30) equal semi-annual installments
commencing July 1, 1989 and continuing thereafter on each January
2, and July 1~ of each year through maturity at January 2~ 2004.
Section 7. PREPAYMENT: The loan can be prepaid in
whole or in part without any prepayment penalty to the Village.
Section 8. BANK QUALIFIED TAX EXEMPTION: The Village
hereby designates the loan to be a "Qualified Tax-Exempt
Obligation" within the meaning of Section 265 (b) (3) of the
Internal Revenue Code.
Section 9. The Village does not reasonably anticipate
issuing in excess of $10,000,000 in tax-exempt obligations in
1988.
Section 10. PLEDGE: The principal and interest on this
loan shall be secured by a pledge of the Franchise Fee revenues.
No additional superior lien shall be allowed on these revenues
without written bank approval, with the .exception of the existing
superior lien of the 1987 Improvement Revenue Bonds.
Section 11. BUDGET: The Village shall budget and
appropriate the funds each year in the amount necessary to pay the
principal and interest on loan becoming due in that year.
Section 12. This resolution shall take effect
immediately upon passage.
Section 13. All other officials and officers of the
Village are hereby authorized, directed and instructed to take all
necessary steps and execute any and all necessary documents in
1
1
1
order to carry out the full intent and purpose of this resolution.
PASSED AND ADOPTED THIS 8TH DAY OF DECEMBER
7988.
~.~
ATTEST:
NCNB National Bank EXHIBIT Q
Sulte 310
1555 Palm Beach Lakes Boulevard
Wesl Palm Seach, Flotida 33401
~~~~ ,
PROPOSAL SUBMITTED BYs
NCNB National Bank of Florida
1555 Palm Beach Lakes Blvd., Suite 310
west Palm Beach, Florida 33401
Copy of 1987 Annual Report and 3rd Quarter Report Attached
Primary Contact Officers Pam Gilmore t
Commervial Banking Representative
Secondarv Contact Officers Susan Young
Assistant Vice 'President
1555 Palm Beaah Lakes Blvd.
Suite '.310
West Palm Beach, Florida 33401
407-471-7611
Proposed Leaal Counsel:
Mr. Peter S. Nolton
Jones, Foster, Johnston &
Stubbs:, P:A.
P.O. Drawer E
F1ag1eY Center Tower
505 S. Flagler Drive
West Palm Seaoh, Florida 33402
,,
..
'An NCNO CcrpprallonCOmpany
.. ' ' NCNB National Bank
' Suile 310
~ 7555 Palm Beach Lekes Boulevard ,
i West Palm Beach, Florld8 33401 '
i
i ~~~~
November 29, 1988
Mr. Shaukat Khan
Director of Finance•
The Village of North Palm Seach
501 U.S. Highway 1
North Palm Beach, FL 33408
RE: Financing Proposal for the Village of North Palm Seach
Dear Mr. Khan:'
NCNB National Bank of Florida (NCNB) in response to your
reguest to bid ~on the $1,200,000 credit facility is pleased
to offer a proposal on the.folloWing terms and conditions.
BORROWER: The Village of North Palm Beach
LOAN AMOUNT• $1,200,000
PURPOSE: Renovations of the community's country
club and go1P course.
PAYNfENT: Borrower's option of:
' 1) Twenty (20) consecutive principal
payments of $60,000 semi-annually, each
oommenoing six (6) months after loan
advance and continuing until the
prinoipal is paid in full.
2) Thirty (30,) aonseoutive principal
.payments of $40,000 semi-annually, each
aommenoing sips (6) months after loin
advance and oontinuing until the
principal is paid in full.
INTEREST RATE: Borrower's option of:
Sa) An ihterest rate adjustable
annually, the initial rate from the date
of closing to December 31, 1989 (defined
as initial Yate period) at 62.5$ of
NCNB's Prime; Rate floating daily with
•adjustmenta each December, 31 reset date
' ~r
An P1Ch~~J COlPOraliOn COrManY ,
thereafter aY 64$ •of NCNB's Prime Rate
floating dally: for the second rate
period and 66~ of NCNS's Prime Rate
floating daisy for all successive years
thereafter until maturityl
ib) A fixed "Tax-Exempt. Rate" of
7.12$ will be available if this
commitment ie accepted on or befpre
December 6, 1988 and if .the loan closes
on or before December 20th, 1988.
Otherwise, the "Tax-Exempt Rate" shall
be a percent equal to the Sank's seven
(7) year cost of funds being used by the
bank at, Large: on the date of computation
(as determinest by the Bank in its sole
discretion) plus 1.15$ and adjusted to
refle6t any Disallowance resulting from
Federal inoom9 tax law then converted to
a tax-exempt $quivalent date.
~ n~ rp~j}I~
' 2a) An • interest rate adjustable
h
CJ~"
P~((pl~
• . annually, the initial rate from the date
of closing to;December 31
1989 (defined
~
~
l% ,
ae initial rake period) at 639c of NCNB's
Prime Rate ~ floating daily with
adjustments each December 31 reset date
thereafter at 65~ of NCNB's Prime Rate
floating daily for the second rate
period and 67~ •of NCNB's Prime Rate
Floating daily for all successive years
/
thereafter until maturity.
2b) A fixed 'tax-exempt rate" of
7.12 will b~ available for ten (10)
• years if thiecommitment is accepted on
or before December 6, 1988 and if the
loan closes on or before December 20th,
1988. At the beginning of the eleventh
(11th) year, the interest rate will be
equal to 67~ of NCNS's Prime Rate for
all successive years thereafter until
maturity.
If the commitment is not accepted by
December 6, 1988 and/or if the loan does
not close on or before December 20, 1988
the fixed tax :exempt rate for ten years
shall be a pezcent equal to•the Bank's
ten (10) year'oost of funds being used
by the Bank At Large on the date of
computation (qs determined by the Sank
in its sole discretion) plus 1.15$ and
.,
adjusted to refleot any Disallowance
resulting from federal income tax law
then converted to a tax-exempt
equivalent rate.
• At the beginning of the eleventh (11th)
year, the interest rate will be equal to
67$ of NCNB's:Prime Rate floating with
NCNB's Prime Ate of interest daily for
.all sucoessiv9 years thereafter until
.; maturity. •
Interest will•be payable semi-annually
in arrears and will be caloulated on the
basis of aotual days elapsed divided by
a 360 day faotor.
THE INTEREST RATE •ON THE LOAN IS SET TO
APPROXIMATE A PARTICULAR PERCENTAGE
YIELD TO NCNB $ASED IN PART UPON FEDERAL
AND STATE TAX LAWS AND REGULATIONS IN
EFFECT AS OF THE DATE OF CLOSING, AND
REFLECTS OUR UNDERSTANDING OF TKE IMPACT
OF THE 1986 TAX ACT. THE BANK'S POLICY
IS TO INCLUD$ LANGUAGE IN THE LOAN
DOCUMENTS WHICH WILL ASSURE SUCH YIELD.
THE REQUIRED LANGUAGE WILL BE PROVIDED
TO YOU UPON REQUEST.
PREPAYMENTS: The loan aan be prepaid in whole or in
part. All preyayments of principal will
be applied iri the inverse order of
maturity.
FEES: Attorneys fees ;will be approximately
.$2,500, however with a maximum cap of
$3,500 plus pny misoellaneous costs
inoident to the representation. Such
miscellaneous '.costs' X11 estimated to
total not more 'than $100.00.
ExPENSES: If the loan is ;accepted, and whether or
not the loan tlloses, Borrower shall be
responsible anQ liable for, and 'shall
hold NCNB harmless from, and shall pay,
all aoste and expenses inourred in
oonneotion wit11 the loan and preparation
of loan doouments (pre- and
post-oloainq) inoluding but not limited
to reasonable attorney fees and
dooumentary stamps ands intangible
property taxes (if applioable).
Borrower shall reimburse NCNB for all
suoh costs and expenses paid by NCNB.
.~
• ...,
COLLATERAL: .Assignment of .all franchise fees,
including a 'secondary lien on those
franchise fees originating from
electricity services provided to the
community's inhabitants.
CONDITIONS
PRECEDENT: At or prior to closing the Borrower will
cause to be• deliveYed, in form and
substance satisfavto;y. to NCNB, etsch
Xoan and collateral doo'yments as NCNB
may reasonably require including a Loan
Agreement. to. be prepared by counsel
satisfactory to NCNB and an opinion
letter from Borrower's counsel
.satisfactory. o NCNB. relative to the
matters set out under Warranties, below,
"other than the representations
pertaining to financial information.
WARRANTIES: Borrower will :provide at closing, in
form satisfactory to. NCNB, customary
warranties and representations including
but not limited to the following:
1) The loan qualifies and will continue
to qualify for Federal Income Tax
purposes, as a Qualified Tax Exempt
' .Obligation of Borrower and subject to
the 20~ disallowance.
2) The Borrower and its subordinated
• entities will invur in the aggregate no
more than ten million dollars of this
type of indebtedness in this calendar
year.
3) The Borrower has obtained the proper
authorization !~o execute and deliver the
Note and. all other related documents
necessary tO complete the loan
. transaction.
4) NCNB will have a valid secondary
lien position on the collateral.
Subordinate only to the 1987 Improvement
Revenue Sond issue.
.5) The borrower is a 'public body
.corporate and politic created and
.validly existing under the Constitution
and the laws of the State of Florida.
r
6) The .Note and all aelated loan
~.:.~: .. dovuments when executed will constitute
legal, valid,.. binding, and enforceable
obligations of the ~Sorrower in
accordance with their terms.
7) There has•been no material adverse
ohange in the• financial condition of
Borrower sino@ the date of the 1st
annual finanoial statement provi~ed
' ~ NCNB.
PRINCIPAL
coVENANTS: Borrower will:
1) Provide NCNB with its annual audited
financial statement within 45 days of
fisoal year end.
2) Provide NCNB with its annual
operating .budget when accepted and
approved. ..
3) No add~tional~ .assignment of
.. franchise rights will .be made until the
pYoposed faoility has been paid in full.
EXPIRATION OF
corualTr~NT: This commitment to lend will expire on
December 31, ],988; if not accepted in
writing, by that date or extended in
waiting by NCNB.
CLOSING DATE•
Unless otherwise provided in the LOan Agreement executed by
the;Borrower .and NCNB, the provisi0ris contained herein will
survive the closing oP the loan. '
This commitment letter is not intended to be all inclusive,
and other terms and oonditions will, be included in the note
and related.loan documents.
If accepted, this letter should be accepted by an authorized
official of the Borrower in the spaoe provided on the
enclosed copy, anti that copy returned to the undersigned.
Sincerely,
NC~a~ onal Bank of F o, ~ :~
y..._-_.........
Title: V ce Pres t
Acce to the ~'~` f ~-~~,-,~-~~-~/ 19 ~.
By:
Title: ~
..•, . .~ '
• ~,