1997-008 1st Union National Bank Loan for Capital Projects• RESOLUTION 8-97
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VII,LAGE
OF NORTH PALM BEACH, FLORIDA; AUTHORIZING THE
ISSUANCE OF A NOTE OF THE VILLAGE IN THE PRINCIPAL
AMOUNT OF $6,560,000 TO FINANCE ACQUISITION,
CONSTRUCTION, EQUIPPING AND IMPROVING A PUBLIC
SAFETY BUILDING, A COMMUNITY CENTER AND A
RECREATION BUILDING OF THE VILLAGE AND TO
REFINANCE AN EXISTING LOAN INCURRED TO MAKE
IMPROVEMENTS TO THE COUNTRY CLUB; PROVIDING THAT
SUCH NOTE SHALL BE A LIMITED OBLIGATION OF THE
VILLAGE PAYABLE FROM FRANCHISE FEES AND PUBLIC
SERVICE TAXES OF THE VILLAGE; PROVIDING FOR THE
RIGHTS, SECURITIES, AND REMEDIES FOR THE OWNER OF
SUCH NOTE; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, THAT:
Section 1. Authority for this Re of ion. This Resolution is adopted pursuant to the
provisions of Article VIII, Section 2 and Article VII, Section 12 of the Constitution of the State
of Florida, Chapter 166, Florida Statutes, the Charter of the Village of North Palm Beach,
Florida, and other applicable provisions of law.
Section 2. Definitions, The following words and phrases shall have the following meanings
when used herein: '
"Act" means Article VIII, Section 2 and Article VII, Section 12 of the Constitution of the
State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer, and other applicable
provisions of law.
"Business Day" means any day except any Saturday or Sunday or day on which the Principal
Office of the Original Purchaser is closed.
"Clerk" means the duly appointed Village Clerk of the Issuer, or any duly authorized deputy
thereof.
• "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.
• "Issuer" means the Village of North Pahn Beach, Florida, a municipal corporation of the
State ofFlorida.
"Mayor" means the Mayor of the Issuer, or in his or her absence or inability to act, the
Vice-Mayor of the Issuer.
"Note" means the Note of the Issuer authorized by Section 4 hereof.
"Original Purchaser" means First Union National Bank of Florida.
"Owner" means the Person or Persons in whose name or names the Note shall be registered
on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution.
"Person" means natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
"Pledged Revenues" means (i) all fees derived by the Issuer from the granting of franchises
to provide telephone and telegraph service, electric light and power facilities-and facilities for the
purchase, transmission, distribution and sale of natural gas within the Village (the "Franchise
Fees"), including, but not limited to, those fees derived pursuant to Resolution No. 5-90 adopted
by the Village Council on March 8, 1980, Ordinance No. 14-80, enacted by the Village Council
• on July 24, 1980 and Ordinance No. 11-80, enacted by the Village Council on May 22, 1980 and
(ii) all of the proceeds derived by.the Issuer from the imposition of a tax on the purchase of
electricity, metered or bottled gas (natural liquified petroleum gas or manufactured), and water
service pursuant to the provisions of Section 166.231, Florida Statutes, as amended and
supplemented (the "Public Service Tax").
"Principal Office" means, with respect to the Original Purchaser, the office located at 77
East Camino Real, Boca Raton, Florida 33432 or such other office as the Original Purchaser may
designate to the Issuer in writing.
"Project" means the acquisition, construction, equipping and improving of a public safety
building, a community center and a recreation building.
"Refunded Note" means the Promissory Note, dated December 29, 1988, made by the Issuer
in favor of NCNB National Bank of Florida, and having a principal amount of $1,200,000 and a
maturity date of January 2, 2004.
"Resolution" means this Resolution, pursuant to which the Note is authorized to be issued,
including any Supplemental Resolutions adopted pursuant to Section 10 hereof.
• "State" means the State of Florida.
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"Supplemental Resolution" means any resolution amendatory or supplemental to this
• Resolution adopted by the Issuer in accordance with Section 9 hereof.
Section 3. Resolution to Constitute a ontra t. In consideration of the purchase and
acceptance of the Note authorized to be issued hereunder by those who shall be the Owners thereof
from time to time, this Resolution shall constitute a contract between the Issuer and the Owners.
Section 4. Authorization of Note• Repgyment of Refund Not . Subject and pursuant
to the provisions of this Resolution, an obligation of the Issuer is hereby authorized to be issued
under and secured by this Resolution, in the principal amount of $6,560,000, for the purpose of
providing funds to pay for the Project and to refinance ffie Refunded Note. Because of the
characteristics of the Note, prevailing market conditions, and additional savings to be realized
from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of
the Original Purchaser to purchase the Note at a private negotiated sale. Prior to the issuance of
the Note the Issuer shall receive from the Original Purchaser the disclosure statement containing
the information required by Section 218.385, Florida Statutes.
The Issuer is hereby authorized and directed to use such amount of the proceeds of the
Note as shall be necessary for such purpose to satisfy in full all amounts outstanding under the
Refunded Note in accordance with the terms thereof.
• Section 5. Descrjption of Note. The Note shall be dated the date of its execution and
delivery, which shall be January 31, 1997 unless another date is agreed upon by the Mayor and
the Original Purchaser, and shall have such other tCtms and provisions, including the interest rate
and maturity date, as stated in the form of Note attached hereto as Exhibit A. The Note is to be
in the form set forth on Exhibit A attached hereto. The Note shall be executed on behalf of the
Issuer with the manual signature of the Mayor and shall have impressed thereon the official seal
of the Issuer, and be attested with the manual signature of the Clerk, and the said Mayor and Clerk
are hereby authorized to execute and attest to the Note on behalf of the Issuer.
Section 6. Registration nd .x hange of Note• Persons TreAted a¢ Own r~, The Note is
initially registered to the Original Purchaser. So long as the Note shall remain-unpaid, the Issuer
will keep books for the registration and transfer of the Note. The Note shall be transferable only
upon such registration books.
The Person in whose name the Note shall be registered shalt be deemed and regarded as
the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall
be made only to or upon the written order of the Owner. Al! such payments shall be valid and
effectual to satisfy and dischazge the liability upon such Note to the extent of the sum or sums so
paid.
•
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Section 7. P tyment of Prin . final and Int recta i.imited Ohligation. The Issuer promises
• that it will promptly pay the principal of and interest on the Note at the place, on the dates and in
the manner provided therein according to the true intent and meaning hereof and thereof.
Notwithstanding any other provision hereof, the principal of and interest on the Note shall
be payable solely from the Pledged Revenues and the Owner shall have no recourse to any other
assets of the Issuer for payment of amounts due on the Note.
The Issuer covenants that for so long as the Note shall remain unpaid, it will not repeal the
existing Franchise Fee agreements or modify such agreements so as to reduce the rate at which
such fees aze levied as of this date or otherwise modify such agreements in any manner so as to
impair or adversely affect the ability of the Issuer to levy and collect the Franchise Fees, and the
Village agrees that it will use its best efforts to assure that any Franchise Fee agreement which
expires prior to repayment of the Note will be renewed or renegotiated on a basis comparable to
the expiring agreement so as to produce the same or a higher level of fees as is obtained under the
existing agreement. Further, the Issuer covenants that for so long as the Note shall remain unpaid,
it will continue to impose a Public Service Tax, and will not amend or repeal the provisions of the
resolutions and/or ordinances of the Issuer that impose the Public Service Tax as of the date hereof
so as to reduce the rate at which the Public Service Tax is collected, or otherwise modify the
proceedings of the Issuer relevant to the Public Service Tax in any manner so as to impair or
adversely affect the ability of the Issuer to levy and collect the Public Service Tax. To the extent
permitted by law, the Issuer shall impose a Public Service Tax at such rate as shall, together with
• the Franchise Fees collected by the Issuer, be sufficient to pay the principal of and interest on the
Note as the same shall become due and payable. To the extent permitted by law, the Issuer shall
establish Franchise Fees in such amounts as shall, together with the Public Service Tax, be
sufficient to pay the principal of and interest on the Note as the same shall become due and
payable.
The Village will not issue any other obligations or incur any liability payable from the
Pledged Revenues and having a right to payment therefrom that is prior to the right to repayment
therefrom of the Note. Furthermore, the Issuer will not issue any other obligations or incur any
liability payable from the Pledged Revenues unless (i) there is no default with respect to payment
of the principal of or interest on the Note or otherwise hereunder and (ii) one-half of the Pledged
Revenues collected by the Issuer during the 24 full months most recently concluded preceding the
date of issuance of such additional debt or incurrence of such additional liability shall be at least
1.5 times the maximum amount of principal and interest or other form of payment scheduled to
be made with respect to the Note and such additional debt or liability during any twelve month
period after the date of issuance of such additional debt.
Section 8. ~omp]iance with Tax Rerni rem n c, The Issuer hereby covenants and agrees,
for the benefit of the Owners from time to time of the Note, to comply with the requirements
applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to
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the extent necessary to preserve the exclusion of interest on the Note from. gross income for
federal income tax purposes. Specifically, without intending to limit in any way the generality of
the foregoing, the Issuer covenants and agrees:
(1) to refrain from using proceeds of the Note in a manner that
would cause the Note to be classified as a private activity bond under
Section 141(a) of the Code; and
(2) to refrain from taking any action or omitting to take any action
if such action or omission would cause the Note to become an
arbitrage bond under Section 103(b) and Section 148 of tite Code; and
(3) to pay to the United States of America from, to the extent
legally available, the funds and sources of revenue pledged to the
payment of the Note, and from any other legally available funds, at
the times required pursuant to Section 148(f) of the Code, the excess
of the amount eazned on al! non-purpose investments (as defined in
Section 148(f)(6) of the Code) (other than investments attributed to an
excess described in this sentence) over the amount that would have
been eazned if such non-purpose investments were invested at a rate
equal to the yield on the Note, plus any income attributable to such
excess (the "Rebate Amount"); and
(4) to maintain all records pertaining to and to be responsible for
making or causing to be made all determinations and calculations of
the Rebate Amount and required payments of the Rebate Amount as
shall be necessary to comply with the Code.
The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer
to comply with the requirements of Section 103 and Part N of Subchapter B of Chapter 1 of the Code
so long as such requirements aze applicable. The Issuer shall designate a certified public accountant,
bond counsel or other professional consultant having the skill and expertise necessazy (the "Rebate
Analyst") to make any and all calculations required pursuant to this Section regarding the Rebate
Amount. Such calculations shall be made in the manner and at such times as specified in the Code.
The Issuer shall engage and shall be responsible for paying the fees and expenses of the Rebate
Analyst.
Section 9. Amendment. This Resolution shall not be modified or amended in any respect
subsequent to the issuance of the Note except with the written consent of the Ownet of the Note.
Section 10. Limitation of Ri¢h~. Vyith the exception of any rights herein expressly conferred,
nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or
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shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable
• right, 7emedy or claim under or with respect to this Resolution or any covenants, conditions and
provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof
being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner.
Section 11. Note Mutilated Dectroy~~Ctolen or Inct III case the Note shall become
mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor
as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated
Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner
furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer
and complying wiW such other reasonable regulations and conditions as the Issuer may prescribe and
paying such expenses as the Issuer may incur. The Note so surrendered shall be cancelled.
Section 12. Impairment of on rat The Issuer covenants with the Owner of the Note that it
will not, without the written consent of the Owner of the Note, enact any ordinance or resolution which
repeals, impairs or amends in any rnanner adverse to the Owner the rights granted to the Owner of the
Note hereunder.
Section 13. Bsdget nd Finan ial Information The Issuer shall provide the Owner of the Note
with a copy of its annual budget and such other financial information regarding the Issuer as the Owner
of the Note may reasonably request. The Issuer hereby covenants that it shall promptly give written
notice to the Owner of the Note of any litigation or proceeding which if determined adversely to the
Issuer would adversely affect the security for the payment of the Note. The Issuer covenants that it
will cooperate reasonably with the Owner of the Note in obtaining a rating of the Note, which rating
shall be obtained at the expense of the Owner of the Note.
Section 14. Remedies of Noteholder Should Ute Issuer default in any obligation created by
this Resolution or the Note, the Owner of the Note may, in addition to any other remedies set forth in
this Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding
in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State
of Florida, or granted or contained in this Resolution, and may enforce and compel the performance
of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer
or by any officer thereof.
Section 15. Seserabiligt. If any provision of this Resolution shall be held or deemed to be or
shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other
provision herein or render any other provision (or such provision in any other context) invalid,
inoperative or unenforceable to any extent whatever.
Section 16. Business Dates. In any case where the due date of interest on or principal of the
Note is not a Business Day, then payment of principal or interest need not be made on such date but
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may be made on the next succeeding Business Day, provided that credit for payments made shall not
be given until the payment is actually received by the Owner.
Section 17. ARolicable Provi ion of e\, . This Resolution shall be governed by and
construed in accordance with the laws of the State.
Section 18. Rules of Intemr tarion. UNess expressly indicated otherwise, references to
sections or articles are to be construed as references to sections or articles of this instrument as
originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to this Resolution and not solely to the particulaz portion
in which any such word is used.
Section 19. options. The captions and headings in this Resolution are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or sections of this
Resolution.
Section 20. Officers and Emoloyeps of the Is uer Fx mnt from Personas Liabilitt. No
recourse under or upon any obligation, covenant or agreement of this Resolution or the Note or for any
claim based thereon or otherwise in respect thereof, shall be had against any Councilor of the Issuer,
or any officer, agent or employee, as such, of the Issuer past, present or future, either directly or
through the Issuer whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, it being expressly understood (a) that no personal liability
whatsoever shall attach to, or is or shall be incurred by, the Councilors of the Issuer, or the officers,
agents, or employees, as such, of the Issuer, or any of them, under or by reason of the obligations,
covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all
such personal liability, either at common law or in equity or by constitution or statute, of, and any and
all such rights and claims against, every such Councilor of the Issuer, and every officer, agent, or
employee, as such, of the Issuer under or by reason of the obligations, covenants or agreements
contained in this Resolution, or implied therefrom, are waived and released as a condition of, and as
a consideration for, the execution of this Resolution and the issuance of the Note on the part of the
Issuer.
Section 21. Authorizations. The Mayor and any Councilor, and such other officials and
employees of the Issuer as may be designated by the Mayor are each designated as agents of the Issuer
in connection with the issuance and delivery of the Note and are authorized and empowered,
collectively or individually, to take all action and steps and to execute all instruments, documents, and
contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and
delivery of the Note, and which aze specifically authorized or aze not inconsistent with the terms and
provisions of this Resolution.
Section 22. Section 265 Designation Note. The reasonably anticipated amount of tax-exempt
obligations (other than obligations described in Clause (ii) of Section 265(b)(3)(C) of the Code) which
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have been or will be issued by the Issuer during 1997 does not exceed $10,000,000. The Issuer hereby
• designates the Note as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3)(B)(i) of
the Code. The Issuer hereby covenants and agrees not to take any action or to fail to take any action
if such action or failure would cause the Note to no longer be a "qualified tax-exempt obligation."
Section 23. $~pealer. All resolutions or parts thereof in conflict herewith are hereby repealed.
Section 24. Effective Date. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 31" DAY OF JANUARY, 1997.
~/. ~i~i..r~-mss, ~.
MAYOR
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January 31, 1997 $6,560,000.00
• VILLAGE OF NORTH PALM BEACH, FLORIDA
PROMISSORY NOTE
KNOW ALL MEN BY THESE PRESENTS that Village of North Palm Beach, Florida
(the "Issuer"), a municipal corporation created and existing pursuant to the Constitution and the
laws of the State of Florida, for value received, promises to pay from the sources hereinafter
provided, to the order of First Union National Bank of Florida or registered assigns (hereinafter,
the "Owner"), the principal sum of $6,560,000.00, together wiW interest on the principal balance
outstanding at the LIBOR Rate (hereinafter defined) (as the same may be adjusted) based upon
a year of 360 day year for the actual number of days elapsed. The interest rate on this Note may
be adjusted as hereinafter provided.
As used herein the term "LIBOR Rate" means 75 % of the rate of interest published as one-
month LIBOR on Telerate Page 3750 on the first day of each month; the LIBOR Rate shall be
adjusted as of the first day of each month. The initial LIBOR Rate shall be 75% of one-month
LIBOR as of January 29, 1997.
The interest rate oWerwise borne by this Note shall also be adjusted as follows:
(a) Change in Maximum Corporate Tax Rate: If the Maximum Corporate Tax Rate
(hereinafter defined) decreases from 35 %, the interest rate otherwise borne by this Note shall be
increased to the product obtained by multiplying the interest rate otherwise borne by this Note by
a fraction, the numerator of which is 1 minus the Maximum Corporate Tax Rate as increased and
the denominator of which is .65.
(b) Event of Taxability: If for any reason, the interest on this Note shall become includable
for federal income tax purposes in the gross income of the Owner (a "determination of
taxability"), then the interest rate otherwise borne by this Note shall be increased by multiplying
such interest rate by a fraction, the numerator of which is 1 and the denominator of which is 1
minus the Maximum Corporate Tax Rate, effective as of the eazliest date on which interest on this
Note becomes includable in the gross income of the Owner. In addition, upon the occurrence of
a determination of taxability the Issuer will pay any penalty, interest or addition to tax imposed
upon the Owner as a result of the Owner's failure to include interest received on the Note in gross
income for federal income tax purposes. All such additional interest, penalties, interest and
additions to tax shall be due and payable on the next date upon which interest is payable on this
Note. This adjustment shall survive payment of this Note until such time as the federal statute of
limitations under which the interest on this Note could be declared taxable under the Internal
Revenue Code shall have expired.
As used herein the term "Maximum Corporate Tax Rate" shall mean Ute highest marginal
• tax rate applicable to the taxable income of corporations without regard to any increase in tax
designed to normalize the rate for all income at the highest mazginal tax rate, which on the date
hereof is .35.
Principal of and interest on this Note are payable in lawful money of the United States of
America at such place as the Owner may designate to the Issuer in writing, in the following
manner:
Accrued interest shall be payable on each February 1 and August 1, commencing on
August 1, 1997.
Principal of this Note shall be payable on February 1 and August 1 of each year,
commencing August 1, 1997. During the period from and including August 1, 1997 to and
including February 1, ?A04, each instalhnent of principal shall be in the amdunt of $190,000.00,
and from and including August 1, 2004, each installment of principal shall be in the amount of
$150,000.00 provided, however, that on February 1, ?A17 the entire unpaid principal balance
hereof, together with all accrued and unpaid interest thereon, shall be unconditionally due and
payable in full.
If any date for the payment of principal and interest hereon shall fall on a day which is not
• a Business Day (as defined in the Resolution (hereinafter defimed)) the payment due on such date
shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive
credit for the payment until it is actually made.
The principal of and interest on this Note may be prepaid at the option of the Issuer in
whole or in pazt at any time, and from any funds lawfully available for such purpose. All
payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other
charges due the Owner, and the balance thereof shall apply to the principal sum due, and shall be
credited against the principal instalhnents due hereunder in inverse order of their due dates. There
shall be no prepayment premium.
In case of a default in the payment of principal of interest hereon, unless such failure is
cured within ten (10) days after written notice thereof by the Owner to the Issuer, the Owner may
declaze the entire debt then remaining unpaid hereunder immediately due and payable; and in any
such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness
evidenced by this Note, all costs of collection and enforcement hereof, including such reasonable
attorneys' fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws
as they now or hereafter exist, including specifically but without limitation, claims, disputes, and
proceedings seeking adequate protection or relief from the automatic stay.
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The Issuer to the extent perailtted by law hereby waives presentment, demand, protest and
notice of dishonor.
To the extent permitted by law, the Issuer, and by its acceptance of this Note, the holder
hereof, waive trial by jury in any litigation commenced by either in respect of hereof or of the
Resolution.
THIS NOTE AND THE INTEREST HEREON CONSTITUTES A LIMITED INDEBTEDNESS
OF THE ISSUER AND THE FAITH AND CREDIT AND THE AD VALOREM TAXING
POWER OF THE ISSUER ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL
OF AND INTEREST ON THIS NOTE. THE PRINCIPAL OF AND INTEREST ON THIS
NOTE ARE PAYABLE SOLELY FROM CERTAIN PLEDGED REVENUES (AS DEFINED
IN THE RESOLUTION).
This Note is issued pursuant to Article VIII, Section 2 and Article VII, Section 12 of the
Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the Issuer and
Resolution 8-97 duly adopted by the Issuer on January 31, 1997, as from time to time amended
and supplemented (herein referred to as the "Resolution"), and is subject [o all the terms and
conditions of the Resolution. All terms, conditions and provisions of the Resolution including
without limitation remedies in the event of default are by this reference thereto incorporated herein
as a part of this Note. This Note represents the entire authorized issue of obligations of the Issuer
pursuant to the Resolution. Terms used herein in capitalized form and not otherwise defined
herein shall have the meanings ascribed thereto in the Resolution.
This Note may be exchanged or transferred by the Owner hereof but only upon the
registration books maintained by the Issuer and in the manner provided in the Resolution.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in the execution, delivery and the
issuance of this Note do exist, have happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Note is in full compliance with and does
not exceed or violate airy constitutional or statutory limitation.
IN WITNESS WHEREOF, the Village of North Palm Beach, Florida has caused this Note
to be executed in its name by the manual signature of its Mayor and attested by the manual
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signature of its Village Clerk, and its seal to be impressed hereon, all this 31" day of January,
1997.
• VILLAGE OF NORTH PALM BEACH,
[SEAL] FLORIDA
Attest: ~ Mayor
Village Clerk
(Form for Transfer)
FOR VALUE RECENED, the undersigned hereby sells, assigns and transfers unto
(Tax Identification or Social Security No. )the within Note of the
Village of North Palm Beach and all rights thereunder, and hereby irrevocably constitutes and
appoints attorney to transfer the within Note on the books for registration thereof, with
. full power of substitution in the premises.
Dated
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of
the within Note in every particulaz, without alteration of
enlazgement or any change whatever.
In the presence of:
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