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Home My WebLink AboutR-2025-117 Amendment to FMLC Public Loan Agreement RESOLUTION NO. 2025-117 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA AUTHORIZING AN AMENDMENT TO THE ISSUER’S PREVIOUSLY ISSUED CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2025 (THE "NOTE"), FOR $3,100,000.00, PURSUANT TO THE LOAN AGREEMENT DATED JULY 14, 2025, BY AND AMONG THE ISSUER, THE FLORIDA MUNICIPAL LOAN COUNCIL, AND TD PUBLIC FINANCE LLC (THE "LENDER") TO NOW INCLUDE A TERM REQUIRED BY THE APPROVED TERM SHEET BUT NOT INCLUDED IN ORIGINAL LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH AMENDMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Dania Beach, Florida (the "Issuer”) on July 8th, 2025, authorized Resolution No. 2025-101, which authorized the execution of City of Dania Beach, Florida Capital Improvement Revenue Note, Series 2025 (the "Note"), for $3,100,000.00, pursuant to the Loan Agreement, by and among the Issuer, the Florida Municipal Loan Council, and TD Public Finance LLC (the "Lender") (the "Loan Agreement") to authorize certain capital projects of the Issuer; and WHEREAS, the Issuer closed on the loan agreement on July 14, 2025; and WHEREAS, the Lender has requested the Issuer to add an additional covenant to the Loan Agreement as was provided in their term sheet, as this was a credit issue and requirement of the Lender; and WHEREAS, the Issuer desires to amend the Loan Agreement (the “Amendment”) to provide for such additional covenant. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AS FOLLOWS: SECTION 1. ADOPTION OF REPRESENTATIONS. The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. SECTION 2. AUTHORITY. This Resolution is adopted pursuant to Chapter 166, Florida Statutes, the Charter of the Issuer, and other applicable provisions of law. 2 RESOLUTION #2025-117 SECTION 3. AUTHORIZATION, APPROVAL AND DELIVERY OF AMENDMENT. The Mayor and City Manager, as attested by the City Clerk, and approved as to form and correctness by the City Attorney, or their duly authorized designee, are hereby authorized and directed to execute and deliver the Amendment, which is in substantially the form attached hereto as Exhibit A, which exhibit is incorporated by reference into this Resolution, with such changes, amendments, modifications, deletions, and additions as may be approved by the Mayor, City Manager, the City Clerk, or their duly authorized designee, the execution thereof being conclusive evidence of such approval. SECTION 4. OTHER INSTRUMENTS. The Mayor, the City Clerk, the City Manager, the City Chief Financial Officer, the City Attorney, and other officers, attorneys, and other agents and employees of the Issuer are hereby authorized to perform all acts and things required of them by this Resolution and the Amendment or desirable or consistent with the requirements thereof and hereof, for the full, punctual, and complete performance of all of the terms, covenants, and agreements contained in this Resolution, and the Amendment. SECTION 5. REPEAL OF RESOLUTIONS IN CONFLICT. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6. SEVERABILITY CLAUSE. If any phrase, clause, sentence, paragraph, or section of this Resolution is for any reason held invalid or unconstitutional by the judgment or decree of a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of the remaining phrases, clauses, sentences, paragraphs, or sections of this Resolution. SECTION 7. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. SIGNATURES ON THE FOLLOWING PAGE 3 RESOLUTION #2025-117 PASSED AND ADOPTED on August 26, 2025. Motion by Commissioner Lewellen, second by Vice Mayor Salvino. FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ ATTEST: ___________________________________ ERIN MCCLENDON JOYCE L. DAVIS DEPUTY CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY EXHIBIT A FORM OF AMENDMENT AMENDMENT TO THE LOAN AGREEMENT THIS AMENDMENT TO THE LOAN AGREEMENT, dated as of the ______ day of August, 2025 (the “Amendment”), is made by and among TD PUBLIC FINANCE LLC, and its successors and assigns (the "Lender"), the FLORIDA MUNICIPAL LOAN COUNCIL (the "Council"), a separate legal entity and public body corporate and politic duly created and existing under the Constitution and laws of the State, and the CITY OF DANIA BEACH, FLORIDA (the "Issuer"), a duly constituted municipality under the laws of the State. WHEREAS, the Issuer on July 8th, 2025, authorized Resolution No. 2025-101, which authorized the execution of City of Dania Beach, Florida Capital Improvement Revenue Note, Series 2025 (the "Note"), for $3,100,000.00, pursuant to the Loan Agreement, by and among the Issuer, the Council, and the Lender (the "Loan Agreement") to authorize certain capital projects of the Issuer; and WHEREAS, the Issuer closed on the loan agreement on July 14, 2025; and WHEREAS, the Lender has requested the Issuer to add an additional covenant to the Loan Agreement as was provided in their term sheet, as this was a credit issue and requirement of the Lender; and WHEREAS, the Issuer desires to amend the Loan Agreement (the “Amendment”) to provide for such additional covenant. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Council, the Lender, and the Issuer hereby agree as follows: SECTION 1. AMENDMENT TO ARTICLE IX. Article IX of the Loan Agreement is here by supplemented by adding Section 9.18 as follows: SECTION 9.18. ADDITIONAL RIGHTS. If the Issuer provides more restrictive covenants or additional rights and remedies to the holder of any debt issued on a parity with the Note, then the Lender shall have the same covenants, rights and remedies. To the extent that any such holder exercises acceleration rights, the Lender shall also have the right to accelerate the payments due on the Note upon an Event of Default. SECTION 2. EXECUTION IN COUNTERPARTS. This Amendment may be simultaneously executed in several counterparts, each of which, when so executed and delivered, shall be an original and all of which shall constitute but one and the same instrument. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the Council has caused this Amendment to Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, the Issuer has caused this Amendment to Loan Agreement to be executed in its name with its seal hereunto affixed and attached by its duly authorized officers, and the Lender has caused this Amendment to Loan Agreement to be executed in its corporate name by its duly authorized officer. All of the above occurred as of the date first above written. FLORIDA MUNICIPAL LOAN COUNCIL (SEAL) By: Name: Isaac Salver Title: Chairman ATTEST: By: Name: Jeannie Garner Title: Executive Director/CEO TD PUBLIC FINANCE LLC By: ______ Name: Lance Aylsworth Title: Vice President Senior Relationship Manager CITY OF DANIA BEACH, FLORIDA, ATTEST: a Florida municipal corporation ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED AS TO LEGAL FORM AND CORRECTNESS: ANA M. GARCIA, ICMA-CM CITY MANAGER EVE A. BOUTSIS CITY ATTORNEY