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HomeMy WebLinkAboutR-2005-125 Bond Resolution (W8035468-2) RESOLUTION NO. 2005-125 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF ITS PROMISSORY NOTE, SERIES 2005 IN THE PRINCIPAL AMOUNT NOT TO EXCEED $1,050,000, TO REFUND THE CITY'S$650,000 PROMISSORY NOTE,SERIES 2002B AND TO PAY FOR ADDITIONAL CAPITAL COSTS IN CONNECTION WITH THE PROJECT FINANCED THEREBY AND COSTS RELATED THERETO; PROVIDING FOR THE PAYMENT OF THE NOTE FROM THE ELECTRIC UTILITY TAXES IMPOSED BY THE CITY; PRESCRIBING THE FORM, TERMS AND DETAILS OF THE NOTE; AWARDING THE NOTE TO SUNTRUST BANK BY NEGOTIATED SALE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA; 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 City of Dania Beach, and other applicable provisions of law. "Annual Budget" means the annual budget prepared by the City for each Fiscal Year in accordance with Section 11 below and in accordance with the laws of the State of Florida. "Business Day"means any day which is not a Saturday, Sunday or legal holiday in Broward County,Florida. "Chief Financial Officer"means the chief financial officer of the City as defined in Section 218.403, Florida Statutes. "City' means the City of Dania Beach, a Florida municipal corporation, or its successor. "City Manager" means the City Manager of the City and such other person as may be duly authorized to act on his or her behalf. "Clerk" means the City Clerk or any Deputy Clerk of the City. "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 Note. "Dated Date" means the date of issuance of the Note. • "Electric Utility Taxes"means that portion of the Public Service Tax levied and collected by the City on the purchase of electricity in the City. "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 City pursuant to general law. "Governing Body" means the City Commission of the City, or its successor in function. "Mayor"means the Mayor of the City and such other person 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 Note. "Note" means the Promissory Note, Series 2005 authorized to be issued by the City in the aggregate principal amount not to exceed$1,050,000,the form of which is attached as Exhibit"A" hereto. "Prior Note" means the City's $650,000 Promissory Note, Series 2002B. • "Project" means the capital project financed by the Prior Note, which is the construction of the Pier Restaurant. "Public Service Tax" means the proceeds of the Public Service Tax as described in and received by the City pursuant to Section 166.231,Florida Statutes,and Section 23-11(1)of the City Code of Ordinances. "Resolution" means this Resolution, authorizing the issuance of the Note, as the same may from time to time be amended, modified or supplemented. "State" means the State of Florida. "SunTrust" means SunTrust Bank, the initial purchaser of the Note, and its successors and assigns SECTION 2. AUTHORITY FOR RESOLUTION. This Resolution is enacted pursuant to the provisions of the Act. The City has ascertained and hereby determined that enactment of this Resolution is necessary to carry out the powers,purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the City in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the City herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the City. 2 RESOLUTION #2005-125 • SECTION 3. RESOL,UTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Note by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the City with the Holder, and shall be deemed to be and shall constitute a contract between the City and the Holder from time to time of the Note. The pledge made in this Resolution and the provisions,covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the benefit, protection and security of the Holder of the Note in accordance with the terms hereof. SECTION 4. AUTHORITY FOR ISSUANCE OF NOTES. Subject and pursuant to the provisions hereof, a note to be known as "City of Dania Beach, Florida, Promissory Note, Series 2005"is hereby authorized to be issued in an aggregate principal amount not to exceed One Million Fifty Thousand Dollars ($1,050,000.00) for the purpose of refunding the Prior Note and financing additional costs of the Project. The City shall not use the proceeds of the Note for any purpose other than the refunding of the Prior Note and paying additional costs of the Project without the written approval of SunTrust. SECTION 5. DESCRIPTION OF NOTE. The Note shall be issued in one(1)typewritten certificate and shall be dated the Dated Date. The Note shall bear interest from the Dated Date at the rate of 5.72%and shall mature on September 1, 2015. Principal of the Note shall be payable in semi-annual installments on each March 1 and September 1,with the first installment payable March 1,2006. Interest on the Note shall be payable semi-annually on each March 1 and September 1, commencing March 1, 2006. Interest shall be calculated on the basis of a 360 day year consisting of twelve (12)thirty day months. Details of the Note shall be as provided in the form of Note attached as Exhibit "A" hereto. The Note shall be in registered form,contain substantially the same terms and conditions as set forth in Exhibit "A" hereto, 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 Clerk. So long as the Note shall remain outstanding,the City shall maintain and keep books for the registration and transfer of the Note. The Note may be assigned as provided in the form of Note attached as Exhibit "A" hereto. SECTION 6. EXECUTION OF NOTE. The Note shall be executed in the name of the City by the manual signature of the Clerk and the City Manager, the seal of the City shall be imprinted, reproduced or lithographed on the Note, and the Note shall be attested to by the manual signature of the Mayor. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes. In addition,the Note may bear the signature of,or may be signed by,such persons as at the actual time of execution of the Note shall be the proper officers to sign the Note although at the date of the Note or the date of delivery thereof such persons may not have been such officers. 3 RESOLUTION#2005-125 SECTION 7. NOTE MUTILATED,DESTROYED,STOLEN OR LOST. If a Note is mutilated,destroyed, stolen or lost,the City 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 Clerk or its duly authorized agent. The Holder must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note;post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the City's or its agent's reasonable expenses. Any such duplicate Note shall constitute an original contractual obligation on the part of the City 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 8. PROVISIONS FOR REDEMPTION. The Note may be prepaid in whole or in part at any time prior to maturity in the manner and with the prepayment premium provided in the form of Note attached as Exhibit "A" hereto. SECTION 9. NOTE NOT TO BE GENERAL INDEBTEDNESS OF THE CITY. The Note shall not be or constitute a general obligation or indebtedness of the City within the meaning of the Constitution of Florida,but shall be payable from and secured solely in the manner described in Section 10 hereof, in the manner and to the extent herein provided. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property to pay the Note or the interest thereon,nor shall any Holder be entitled to payment of such principal and interest from any funds of the City other than the Electric Utility Taxes. The Holder shall have no lien upon any real or tangible personal property of the City. SECTION 10. PLEDGE OF REVENUES. The payment of the principal of,premium,if any,and interest on the Note shall be secured forthwith equally and ratably by an irrevocable lien on and pledge of the Electric Utility Taxes,prior and superior to all other liens or encumbrances on the Electric Utility Taxes, and the City hereby irrevocably pledges the Electric Utility Taxes to the payment of the principal of,premium,if any,and interest on the Note as the same shall become due. Such pledge of the Electric Utility Taxes shall be cumulative to the extent not paid, and shall continue until the Note has been paid in full. The City covenants that for so long as the Note shall remain unpaid, it will continue to impose the Electric Utility Taxes, and will not amend or repeal the provisions of the resolutions, ordinances and/or agreements of the City that impose the Electric Utility Taxes as of the date hereof so as to reduce the rate at which the Electric Utility Taxes are imposed or the services or commodities subject to the Electric Utility Taxes, or otherwise modify the proceedings of the City relevant to the Electric Utility Taxes in any manner so as to impair or adversely affect the ability of the City to impose and collect the Electric Utility Taxes. The City further agrees to take such legal action as may be necessary to enforce its rights under the resolutions,ordinances and/or agreements pursuant to which the City imposes the Electric Utility Taxes. 4 RESOLUTION#2005-125 The Electric Utility Taxes in each Fiscal Year shall equal at least one hundred fifty percent (150%)of the sum of(i)the maximum annual debt service on the Note and(ii)the maximum annual debt service on any Additional Debt issued in accordance with Section 12 hereof (the "Required Coverage Ratio"). If the Electric Utility Taxes for a given Fiscal Year are insufficient for the City to provide the Required Coverage Ratio,the City agrees to either(a)increase the Electric Utility Taxes, (b) pledge an additional source of non ad valorem revenue mutually acceptable to the City and SunTrust to the repayment of the Note, or(c)partially prepay the Note or such Additional Debt, in each case so that as a result of such action the Required Coverage Ratio is met. Such action shall remain in effect until such time as the action is no longer necessary for the Required Coverage Ratio to be met. For purposes of determining compliance with this paragraph, (a)the interest rate on any Additional Debt which bears interest at a variable rate will be deemed to be one percentage point (1%)higher than the average rate of interest borne by such Additional Debt in such Fiscal Year,and (b) if Additional Debt is secured by revenues in addition to the Electric Utility Taxes ("Additional Revenues"), maximum annual debt service on such Additional Debt shall be deemed to be reduced by an amount equal to the Additional Revenues for such Fiscal Year. The City represents that the Electric Utility Taxes are not pledged or encumbered in any manner. The City further represents that the revenues generated by the Electric Utility Taxes are estimated to be sufficient to pay the principal of, premium, if any, and interest on the Note as the same shall become due. SECTION 11. 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 City's obligations hereunder,including any unsatisfied obligations from prior Fiscal Years.The City shall annually provide to SunTrust a copy of the Annual Budget and the City's audited financial statements prepared in accordance with law, each within thirty(30) days of its completion. SECTION 12. ISSUANCE OF ADDITIONAL OBLIGATIONS. The City will not issue any obligations or incur any liability payable from or secured in whole or in part by the Electric Utility Taxes and having a right to payment therefrom that is prior to the right to payment therefrom of the Note. The City may issue obligations payable from or secured in whole or in part by the Electric Utility Taxes on a parity with the Note ("Additional Debt"), so long as no Event of Default exists hereunder and,for the most recently concluded Fiscal Year preceding the proposed issuance of such Additional Debt (a)the Electric Utility Taxes equaled at least one hundred fifty percent(150%) of the sum of(i) the maximum annual debt service on the Note and (ii) the maximum annual debt service on such proposed Additional Debt, and(b)the other covenants of the City contained herein will continue to be met.For purposes of determining compliance with this paragraph,(a)the interest rate on any Additional Debt which bears interest at a variable rate will be deemed to be one percentage point (1%)higher than the initial rate of interest projected to be borne by such Additional Debt, and(b)if Additional Debt is secured by Additional Revenues,maximum annual debt service on such Additional Debt shall be deemed to be reduced by an amount equal to the Additional Revenues for the.most recently concluded Fiscal Year preceding the proposed issuance of such i Additional Debt. 5 RESOLUTION#2005-125 SECTION 13.AWARD OF NOTE BY NEGOTIATED SALE.Because of the nature of the Note, the maturity of the Note and the prevailing market conditions, the negotiated sale of the Note to SunTrust in substantial accordance with SunTrust's Commitment Letter to the City dated August 9,2005,which letter is attached hereto as Exhibit"B"(the"Commitment"),is hereby found to be in the best interests of the City;provided,however,that the provisions of this Resolution shall control to the extent of any conflict with the Commitment. SECTION 14. MODIFICATION, AMENDMENT OR SUPPLEMENT. This Resolution may be modified, amended or supplemented by the City from time to time prior to the issuance of the Note hereunder. Thereafter, no modification, amendment or supplement of this Resolution,or of any resolution amendatory hereof or supplemental hereto,may be made without the consent in writing of the Holder. SECTION 15. EVENTS OF DEFAULT; REMEDIES. A. Events of Default. Any one or more of the following events shall be an"Event of Default": (i) The City shall fail to pay the principal of or interest on the Note within ten(10)days of when due; (ii) The City shall fail to pay the principal of or interest on any other loan or obligation for • the repayment of money within ten(10) days of when due; (iii) The City 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 City shall default in the due and punctual performance of any of its covenants, conditions, agreements and provisions contained herein or in the Note, 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 City by the Holder of the Note; provided that such default shall not be an Event of Default if the City 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. 6 RESOLUTION#2005-125 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 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 16. GENERAL AUTHORITY. The Mayor and the members of the Governing Body and the officers,attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by this Resolution, or desirable or consistent with the requirements hereof,for the full punctual and complete performance of all the terms,covenants and agreements contained herein or in the Note,including the execution of any documents or instruments relating to payment of the Note, and each member, employee, attorney and officer of the City 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 hereunder. SECTION 17. WAIVER OF JURY TRIAL. SUNTRUST AND THE CITY HEREBY KNOWINGLY,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 RESOLUTION,THE NOTE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. SECTION 18. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law,though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid,then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Note issued hereunder,which remaining covenants,agreements and provisions shall remain in full force and effect. SECTION 19. NO THIRD-PARTY BENEFICIARIES. Except as herein otherwise expressly provided,nothing in this Resolution 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 Note issued hereunder, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the holder from time to time of the Note issued hereunder. SECTION 20. CONTROLLING LAW; MEMBERS OF CITY NOT LIABLE. All covenants, stipulations,obligations and agreements of the City contained in this Resolution and the 7 RESOLUTION#2005-125 • Note shall be covenants, stipulations, obligations and agreements of the City 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 this Resolution or the Note shall be a covenant, stipulation, obligation or agreement of any present or future member, agent, officer or employee of the City or the Governing Body of the City in his or her individual capacity,and neither the members or officers of the Governing Body of the City nor any official executing the Note shall be liable personally on the Note or shall be subject to any personal liability or accountability by reason of the issuance or the execution of the Note by the City or such members thereof. SECTION 21. REPEAL,OF INCONSISTENT RESOLUTIONS.All resolutions or parts thereof in conflict with this Resolution are repealed to the extent of such conflict. SECTION 22. EFFECTIVE DATE. This Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on August 23, 2005. ANNE CASTRO MAYOR-COMMISSIONER 'ATTEST: ROLL CALL: COMMISSIONER ANTON - YES - r COMMISSIONER BERTINO- YES LOU-ISE STILSON COMMISSIONER—MCELYEA - YES CITY CLERK VICE-MAYOR FLURY- YES MAYOR CASTRO- YES APPROVED AS TO FORM AND CORRECTNESS BY: I TH A 'J. SBRO CITY ATTORNEY 8 RESOLUTION#2005-125 • EXHIBIT "A" FORM OF NOTE • 9 RESOLUTION #2005-125 STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION 40 This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms. *Bond Information forms(BF2003)are required to be completed by local governments pursuant to Chapter 19A-1.003,Florida Administrative Code(F.A.C.). *Bond Disclosure forms BF2004-A(Competitive Sale)or BF2004-B(Negotiated Sale)are required to be filed with the Division within 120 days of the delivery of.the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)1,Florida Statutes(F.S.),respectively. •Final Official Statements,if prepared,are required to be submitted pursuant to Section 218.38(1),F.S.. *Please complete all items applicable to the issuer as provided by the Florida Statutes. •PURSUANT TO SECTION 218.369,F.S.,ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. BF2003 BOND INFORMATION FORM PART I. ISSUER INFORMATION 1. NAME OF GOVERNMENTAL UNIT: City of Dania Beach 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 100 W. Dania Beach Boulevard, Dania Beach Florida 33304 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Broward 4. TYPE OF ISSUER: COUNTY x CITY AUTHORITY INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT OTHER(SPECIFY) OARTII. BOND ISSUE INFOR1144TION 1. NAME OF BOND ISSUE: Promissory Note, Series 2005 2. AMOUNT ISSUED: $1,050,000.00 3. AMOUNT AUTHORIZED: $1,050,000.00 4. DATED DATE: Aug. 29, 2005 5. SALE DATE: Aug. 23, 2005 6. DELIVERY DATE: Aug. 29, 2005 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166 SPECIAL ACTS OTHER Resolution No. 2005-125 adopted by the Issuer on Aug. 23, 2005 8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL OBLIGATION REVENUE COP (CERTIFICATE OF PARTICIPATION) LEASE-PURCHASE x BANK LOAN/LINE OF CREDIT 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES x NO B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES _ NO 2. IF YES, AMOUNT OF ALLOCATION: $ SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Public service tax on electricity (2) SECONDARY (3) OTHER(S) 1 J DC/012 380.0001/M 108631 1 1 11. A. PURPOSE(S) OF THE ISSUE: (1) PRIMARY Construction of restaurant on City Pier (2) SECONDARY Refunding • (3) OTHER(S) B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT)OF ISSUE,AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED. Promissory Note, Series 2002B dated March 27,2002;$650,000 original par value: $509,477.89 refunded; (2) REFUNDED DEBT HAS BEEN: x RETIRED OR DEFEASED (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? x YES NO B. IF YES,APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? % 12. TYPE OF SALE: COMPETITIVE BID NEGOTIATED x NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) 5.72 % TRUE INTEREST COST RATE (TIC) % CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) % SPECIFY OTHER: 0. INSURANCE/ENHANCEMENTS: AGIC AMBAC CGIC CLIC FGIC FSA HUD MBIA NGM _LOC(LETTER OF CREDIT) OTHER(SPECIFY) x NOT INSURED 15. RATING(S): MOODY'S S&P FITCH DUFF&PHELPS OTHER(SPECIFY) x NOT RATED 16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO/DAY/YR): See Attached COUPON/INTEREST RATES: See Attached ANNUAL INTEREST PAYMENTS: See Attached PRINCIPAL(PAR VALUE)PAYMENTS: See Attached MANDATORY TERM AMORTIZATION: See Attached 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: See attached PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. SunTrust Bank 501 East Las Olas Boulevard 7th Floor Ft. Lauderdale Florida 33301 2 J DC/012 380.0001/M 1086311 1 19. PROVIDE THE NAME(S)AND ADDRESS(ES)OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. _ NO BOND COUNSEL x NO FINANCIAL ADVISOR x NO OTHER PROFESSIONALS • BOND COUNSEL(S): Adorno&Yoss LLP 1551 Forum Place, Building 200 West Palm Beach, FL 33401 FINANCIAL ADVISOR(S)/CONSULTANT(S): OTHER PROFESSIONALS: 20. PAYING AGENT x NO PAYING AGENT 21. REGISTRAR x NO REGISTRAR 0. COMMENTS: PART lll. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION,THE DIVISION SHOULD CONTACT: Name and Title Morris G. (Skip) Miller, Bond Counsel Phone 561-640-8000 Company Adorno&Yoss LLP INFORMATION RELATING TO PARTY COMPLETING THIS FORM(If different from above): Name and Title Phone Company Date Report Submitted Auqust 2005 BF2004-A and BF2004-B NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III;SECTIONS 159 PARTS II,III OR V;OR SECTION 243 PART II,FLORIDA STATUTES. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: x NO FEE,BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT • (1) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 3 I DC/012380.0001/M 1086311 1 (2) COMPANY NAME FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED: • (3) COMPANY NAME FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID:$ SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE,INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME Adorno &Yoss LLP FEE PAID: $ 3,500 SERVICE PROVIDED or FUNCTION SERVED: Bank Counsel and Bond Counsel (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: ILESS YOU ARE EXEMPT FROM FILING A BF2004),PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE VERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE OF THE BONDS: NAME(Typed/Printed): Patricia Varney SIGNATURE: TITLE: Finance Director DATE: August 29, 2005 BF2004-B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE. OR PRIVATE PLACEMENT FEE: $ x NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE. x NO GROSS SPREAD • 4 J DC/01 2380.0001/M l 086311 1 PART IV. CONTINUING DISCLOSURE INFORM TION In order to better serve local governments,the Division of Bond Finance will remind issuers as their deadlines approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following information: 07. Is the issuer required to provide continuing disclosure information in accordance with SEC Rule 15c2-12? Yes x No 28. If yes, on what date is the continuing disclosure information required to be filed? 29. Provide the following information regarding the person(s) responsible for filing continuing disclosure information required by SEC Rule 15c2-12 and the continuing disclosure agreement (including other obligated parties, if appropriate) Name: Title: Mailing Address: Telephone Number: FAX Number: E-mail address (if e-mail notification is requested): PART V. RETURN THIS FORMAND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO: �urier Deliveries: Division of Bond Finance Mailing Address: Division of Bond Finance State Board of Administration State Board of Administration 1801 Hermitage Blvd.,Suite 200 P.O.Drawer 13300 Tallahassee,FL 32308 Tallahassee,FL 32317-3300 Phone: 850/413-1304 or 413-1305 FAX: 8504/413-1315 REVISED Dec.9,2002/bfcombo 5 J DC/012380.0001/M 1086311 1 REGISTERED REGISTERED No. R- 1 $ 1,050,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DANIA BEACH PROMISSORY NOTE, SERIES 2005 Interest Rate: Maturity Dated Date: 5.72% September 1, 2015 August 29, 2005 REGISTERED OWNER: SUNTRUST BANK PRINCIPAL AMOUNT: ONE MILLION FIFTY THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS, that the City of Dania Beach, Florida, a municipal corporation of the State of Florida (hereinafter called the "City") 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(the"Bond Rate"),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 his address as it appears on the registration books of the City at the close of business on the fifth Business Day(as defined in the hereinafter described Resolution), next preceding each interest payment date (the"Record Date"). 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. Principal of this Note shall be payable in semi-annual installments on each March 1 and September 1,with the first installment payable March 1,2006. Interest on the Note shall be payable semi-annually on each March 1 and September 1,commencing March 1,2006. The amount due on each payment date is as set forth in the amortization schedule attached hereto. 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 preceding Business Day. Any payment of principal hereof or interest hereon not paid when due shall bear interest from the due date until paid at the maximum rate permitted by law. {W8035514_2} 1 This Note is the entire authorized issue of notes in the aggregate principal amount of $1,050,000, issued to refund the City's $650,000 Promissory Note, Series 2002B and to finance additional costs of the Project(as defined in the Resolution),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 City(collectively,the"Act"), and Resolution No.2005-125,adopted by the City Commission of the City on August 23, 2005 (the "Resolution"). This Note and the interest hereon are secured by and are payable from a prior lien upon and pledge of the Electric Utility Taxes (as defined in the Resolution), in the manner and to the extent provided in the Resolution. Reference is hereby made to the Resolution 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 extent of and limitations on the City'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 Resolution. Upon the occurrence of an Event of Default(as defined in the Resolution), the Holder may declare the entire outstanding balance due hereon to be immediately due and payable(but only from the Electric Utility Taxes), and in any such acceleration the City shall also be obligated to pay all costs of collection and enforcement thereof, including such fees as may be incurred on appeal or • incurred in any bankruptcy or insolvency proceeding. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, 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 CITY 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 RESOLUTION. This Note shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida,subject to the provisions for registration of transfer contained herein and in the Resolution. It is further agreed between the City and the Registered Owner of this Note that this Note and the indebtedness evidenced hereby shall not constitute a lien upon any real or tangible personal {W8035514_2} 2 property of or in the City. Neither the members of the governing body of the City nor any person executing the Note shall be liable personally on the Note by reason of its issuance. Upon two Business Days' prior written notice to the Holder, the City may prepay amounts owing under the Note at any time and from time to time. Such prepayment notice shall specify the amount of the prepayment which is to be applied. In the event of prepayment while SunTrust Bank (the"Bank")is the Holder of the Note,the City may be required to pay the Bank an additional fee(a prepayment charge)determined in the manner provided below,to compensate the Bank for all losses, costs and expenses incurred in connection with such prepayment. The fee shall be equal to the present value of the difference between(1)the amount that would have been realized by the Bank on the prepaid amount for the remaining term of the loan at %(the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps for a term corresponding to the term of the Note, interpolated to the nearest month, if necessary,that was in effect three Business Days prior to the origination date of the Note) and (2) the amount that would be realized by the Bank by reinvesting such prepaid funds for the remaining term of the loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps,interpolated to the nearest month, that was in effect three Business Days prior to the loan repayment date;both discounted at the same interest utilized in determining the applicable amount in(2). Should the present value have no value or a negative value,the City may repay with no additional fee. Should the Federal Reserve no longer release rates for fixed-rate payers in interest rate swaps,the Bank may substitute the Federal Reserve H.15 Statistical Release with another similar index. The Bank shall provide the City with a written statement explaining the calculation of the premium due, which statement shall, in absence of • manifest error, be conclusive and binding. Partial prepayments may be made subject to a prepayment charge based upon the same calculation methodology described above. Any partial prepayment shall be applied to installments of principal in the inverse order of maturity and shall not postpone the due dates of, or relieve the amounts of,any scheduled installment payments due hereunder. Any amounts repaid hereunder may not be re-borrowed.For purposes of the preceding paragraph,the term Business Day shall mean any day other than a Saturday or Sunday or other day on which the Bank is authorized or required to close. Partial prepayments shall be applied to installments of principal in the inverse order of their maturity. Prepayments of this Note may not be re-borrowed.Partial prepayments shall not lower the amounts,or postpone the due dates, of any installments of principal and interest due hereunder,but shall be applied to such installments in the inverse order of their maturities. This Note may be assigned by the owner of this Note,or any assignee or successor-in-interest thereto. Such assignment shall only be effective, and the City obligated to pay such assignee,upon delivery to the Clerk at 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 (or such future address as may serve as the address of the City) 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 {W8035514_21 3 assignee. In all cases of an assignment of this Note the City shall at the earliest practical time in accordance with the provisions of the Resolution enter the change of ownership in the registration books; provided, however, the written notice of assignment must be received by the 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 City may charge the registered owner of the Note for the registration of every such assignment of the Note an amount sufficient to reimburse it for any tax, fee or any other governmental charge required to be paid, except for any such governmental charge imposed by the City,with respect to the registration of such assignment, and may require that such amounts be paid before any such assignment of the Note shall be effective. 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 CITY, 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 OR ANY 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 City of Dania Beach, Florida has issued this Note and has caused the same to be executed by the manual signature of the Clerk and the City Manager, and attested by the manual signature of the Mayor and its corporate seal or a facsimile thereof to be affixed or reproduced hereon, all as of the 291h day of August, 2005. CITY OF DANIA BEACH, FLORIDA (SEAL) City Clerk City Manager ATTEST: Mayor f W8035514_2} 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 City 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. 1 W8035514_2} 5 AMORTIZATION SCHEDULE {W8035514_2} 6 PRINCIPAL REPAYMENT (AMORTIZATION) SCHEDULE TO $1,050,000 CITY OF DANIA BEACH, FLORIDA, PROMISSORY NOTE, SERIES 2005 PAYMENT DATE PRINCIPAL AMOUNT DUE March 1, 2006 $ 39,167.92 September 1, 2006 40,788.62 March 1, 2007 41,955.18 September 1, 2007 43,155.10 March 1, 2008 44,389.33 September 1, 2008 45,658.87 March 1, 2009 46,964.71 September 1, 2009 48,307.90 March 1, 2010 49,689.51 September 1, 2010 51,110.63 March 1, 2011 52,572.39 September 1, 2011 54,075.96 March 1, 2012 55,622.53 September 1, 2012 57,213.34 March 1, 2013 58,849.64 September 1, 2013 60,532.74 ® March 1, 2014 62,263.97 September 1, 2014 64,044.72 March 1, 2015 65,876.40 September 1, 2015 67,760.54 • {W 8035590_11 EXHIBIT "B" COMMITMENT LETTER 10 RESOLUTION#2005-125 $1,050,000 CITY OF DANIA BEACH, FLORIDA, PROMISSORY NOTE, SERIES 2005 TRANSCRIPT OF PROCEEDINGS The pre-closing was held on Friday,August 26,2005,at 9:00 a.m. at Dania Beach City Hall, 100 West Dania Beach Boulevard, Dania Beach, Florida 33004. The closing was accomplished by transfer of funds on Monday, August 29, 2005. A. PARTIES TO THE TRANSACTION: Issuer: CITY OF DANIA BEACH, FLORIDA ANNE CASTRO MAYOR- COMMISSIONER PATRICIA A. FLURY. VICE MAYOR- COMMISSIONER ROBERT ANTON COMMISSIONER JOHN BERTINO COMMISSIONER C.K. "MAC"MCELYEA COMMISSIONER City Manager- IVAN PATO City Director of Finance- PATRICIA VARNEY City Clerk - LOUISE STILSON ® City Attorney- THOMAS J. ANSBRO Purchaser of Note- SUNTRUST BANK Bond Counsel and Counsel to the Purchaser- ADORNO &YOSS LLP B. DOCUMENTS: I. Certified copy of Resolution No.2005-125, authorizing issuance of the Note 2. Certified copy of Section 23-11 of City Code of Ordinances, relating to the Public Service Tax on Electricity 3. Specimen Note 4. Issuer's Certificate 5. Cross-Receipt 6. Notice of Sale 7. State of Florida Division of Bond Finance Form BF-2003/BF-2004-B 8. Commitment Letter 9. Investment Banking Letter 10. Negotiated Sale Disclosure Statement 11. Opinion of Counsel to the Issuer 12. Opinion of Bond Counsel and Counsel to the Bank 1 {W 80355]5_2} ISSUER CERTIFICATE The undersigned officers of the City of Dania 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 City Commission of the Issuer who hold the offices appearing opposite each such member's name: NAME OFFICE TERM ENDS Anne Castro Mayor- Commissioner March, 2009 Patricia A. Flury Vice Mayor- Commissioner March, 2009 Robert Anton Commissioner March, 2007 John Bertino Commissioner March, 2009 C.K. "Mac" Mcelyea Commissioner March, 2007 The City Commission is the legislative body of the Issuer.Ivan Pato is the duly appointed,qualified and serving City Manager of the Issuer, Louise Stilson is the duly appointed, qualified and serving City Clerk of the Issuer, Patricia Varney is the duly appointed, qualified and serving Director of Finance of the Issuer and Thomas J. Ansbro is the duly appointed, qualified and serving City Attorney of the Issuer. 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 is a true, correct and complete copy of Resolution No. 2005-125 adopted by the Issuer on August 23, 2005 (the "Resolution") authorizing the Issuer to issue its not to exceed $1,050,000 Promissory Note, Series 2005 (the"Note"),which was adopted by at least a majority of the members of the City Commission of the Issuer at a meeting duly called and held at which a requisite number of members of the City Commission 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. 5. The Note was authorized by the Resolution and is in substantially the same form and text as approved for execution by the Resolution. The Note has been duly authorized, executed, authenticated, issued and delivered and constitutes the legal, valid, binding and enforceable obligation of the Issuer in accordance with its terms and in conformity with the provisions of the {W8035515_2} 1 Constitution and laws of the State of Florida. The proceeds of the Note will be used for the purposes described in the Resolution and to pay costs related thereto (the "Project"), and to pay the costs of issuance of the Note. 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. The Issuer is not in default in the performance of any of the covenants and obligations assumed by it under the Resolution. 7. The Issuer is not in 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 Note, 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 Note, 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. 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 Note by the Issuer to SunTrust Bank (the `Bank"), and (b) the execution or delivery of or compliance by the Issuer with the terms and conditions of the Resolution or the Note. The consummation of the transactions set forth in this paragraph in the manner and under the terms and conditions as provided in the Resolution will comply with all applicable federal, state or local laws and any rules and regulations promulgated by any regulatory authority or agency. 9. Also included in the transcript of which this certificate forms a part is a true, correct and complete copy of Section 23-11 of the City Code of Ordinances(the"Ordinance") imposing a public service tax on,among other things,the purchase of electricity in the City of Dania Beach(the "Electric Utility Taxes"),which Ordinance was enacted by at least a majority of the members of the City Commission of the Issuer at a meeting duly called and held at which a requisite number of members of the City Commission of the Issuer were present and acting throughout. The Ordinance is in full force and effect on the date hereof.The Note constitutes the only indebtedness of the Issuer in any manner secured by or payable from the Electric Utility Taxes. 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 Note; (b) contesting or questioning in any way the terms and provisions of the Resolution; (c) questioning or challenging the legality, enforceability or validity of the Ordinance, or the authority {W8035515_2} 2 of the Issuer to impose or collect the Electric Utility Taxes or (d) in any manner questioning the proceedings and authority under which the Note is 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 would materially affect the ability of the Issuer to comply with the terms of the Resolution or the Note. 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 Note have been modified, repealed, revoked or rescinded. 12. The seal which has been impressed upon the Note and upon this certificate is the legally adopted, proper and only official seal of the Issuer. 13. The interest rate on the Note is in compliance with the requirements of Section 215.84 (3), Florida Statutes. 14. The Issuer has duly performed all of its obligations under the Resolution to be performed by it at or before the date hereof. All representations and warranties of the Issuer contained in the Resolution 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 Note 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 City Commission,while meeting together with any other member or members of the City Commission,reached any conclusion as to the actions taken by the City Commission with respect to the Resolution or the Note,the security therefor,the application of the proceeds therefrom, the sale of the Note to the Bank or any other material matters with respect to the Resolution or the Note, except at duly noticed meetings of the City Commission. 16. The undersigned do not,and to the best knowledge of the undersigned no member of the City Commission has or holds any employment or contractual relationship with the Bank, the initial purchaser of the Note,except as fully and fairly disclosed in compliance with the provisions of Section 112.3143, Florida Statutes. 17. There has been no material adverse change in the financial position of the Issuer, as presented in its financial audit for its fiscal year ended September 30, 2004, since the date of such audit. All of the financial information provided by the Issuer to the Bank is accurate and correct as of the date hereof. WITNESS our hands and the corporate seal of the Issuer as of the 29th day of August,2005. {W8035515_2} 3 CITY OF DANIA BEACH By: Anne Castro Mayor [SEAL] By: Louise Stilson City Clerk By: Ivan Pato City Manager By: Patricia Varney City Director of Finance {W 8035515_2} 4 ® $1,050,000 CITY OF DANIA BEACH, FLORIDA, PROMISSORY NOTE, SERIES 2005 CROSS RECEIPT The City of Dania Beach, Florida hereby acknowledges receipt of proceeds of the above- referenced Note in the amount of $1,050,000, and directs that such proceeds be wired to the following account: Account Name: City of Dania Beach Account Number: 2000143220046 ABA#:063000021 Banking Institution: Wachovia Bank CITY OF DANIA BEACH, FLORIDA By: Dated: August 29, 2005 Anne Castro, Mayor SunTrust Bank hereby acknowledges receipt of the above-captioned Note in the aggregate principal amount of $1,050,0000. SunTrust Bank further acknowledges that of said amount, $512,069.44 has been applied to repay in full the outstanding balance of the City's $650,000 Promissory Note, Series 2002B, and that the balance of$537,930.56 has been disbursed to the City. SUNTRUST BANK By: Dated: August 29, 2005 W. Dane Sheldon, First Vice President {w8035515_2} August 22, 2005 VIA FACSIMILE # 850-413-1315 Division of Bond Finance State Board of Administration P.O. Drawer 13300 Tallahassee, FL 32317-3300 Re: $1,050,000 City of Dania Beach, Florida, Promissory Note, Series 2005 Dear Sir or Madam: ® This firm is serving as bond counsel for the above-referenced bond issue(the"Note"). This notice is provided to you in accordance with the requirements of Section 218.38(1)(a), Florida Statutes. Notice is hereby given of the impending issuance of the Note in the principal amount set forth above. The Issuer expects to deliver the Note on or about August 29, 2005. A copy of consolidated Form BF-2003/BF-2004-B relating to the issuance of the Note will be forwarded to you as soon as it is available. Sincerely, Morris G. (Skip) Miller {W 8035515_2} • August 29, 2005 City of Dania Beach Dania Beach, Florida Adorno & Yoss LLP West Palm Beach, Florida Re: $1,050,000 City of Dania Beach, Florida Promissory Note, Series 2005 Ladies and Gentlemen: In connection with the proposed issuance of the above-captioned Note (the "Note")by the City of Dania Beach,Florida(the"Issuer"),the undersigned hereby confirms that it is purchasing the Note. In consideration of the issuance and delivery of the Note, and as an inducement thereof, the undersigned hereby advises you that: 1. The business of the undersigned is that normally attributed to a bank and it has made other purchases of bonds and notes issued by governmental entities similar to yourself and the undersigned has such knowledge and experience in governmental non ad valorem supported issues that it is capable of evaluating the merits and risks of purchasing the Note. 2. During the course of the transaction, prior to the sale and delivery of the Note, the undersigned has: (a) received and reviewed copies in final form of the Note, Resolution No. 2005-125 adopted by the Issuer on August 23,2005(the"Resolution"),and all documents and instruments entered into in connection therewith; (b) been afforded the opportunity to ask questions of Thomas J. Ansbro, the City Attorney("Counsel to the Issuer")and Morris G.(Skip)Miller,Esq.of Adomo & Yoss LLP (`Bank Counsel"), concerning the terms and conditions of the aforementioned documents and instruments; and (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 Counsel to the Issuer nor Bank Counsel have been requested to undertake,and they have not undertaken,to ascertain the accuracy or completeness of any statements made in or concerning any of the information or documents relating to the financial condition of the Issuer provided to the undersigned by the Issuer and the {W8035515_2} page 1 ® undersigned has not relied upon Counsel to the Issuer or Bank Counsel for such purposes. 3. The undersigned is purchasing the Note for its own account for investment and not with a view to,or the sale in connection with, any distribution of all or any part of the Note;provided that any subsequent disposition or transfer of the Note shall at all times remain in control of the purchaser thereof. 4. Except for sales to qualified institutional investors or accredited investors(as defined in Section 230.501(a),Code of Federal Regulations),which shall be in the Bank's sole discretion,in the event the undersigned should determine to resell the Note, it agrees it will give advance written notice to the Issuer of the intended sale and the nature thereof and shall, if requested by the Issuer within five(5)days after receipt of such notice,provide the Issuer with a written opinion of its legal counsel,who is, and in a form which is,reasonably satisfactory to the Issuer,that the proposed sale will be permitted under all applicable Federal or State securities laws,rules or regulations,including, without limitation,the provisions of the Securities Act of 1933 and the Trust Indenture Act of 1939. The undersigned agrees that any such sale shall be subject to the purchaser providing to the Issuer a letter containing similar representations to those set forth herein. 5. The undersigned understands and acknowledges that the interest on the Note is not excluded from gross income for federal income tax purposes. 6. The undersigned has satisfied itself that the Note is a lawful investment for it under all applicable laws. Sincerely, SUNTRUST BANK By: W. Dane Sheldon, First Vice President {W8035515_2} page 2 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 SunTrust Bank, Fort Lauderdale, Florida(the`Bank") to the City of Dania Beach(the "Issuer") in connection with the issuance of its $1,050,000 Promissory Note, Series 2005 (the "Note"). 1. The Bank 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 Note. 2. The names, addresses and estimated amounts of compensation of any finders connected with the issuance of the Note 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 bonds. None. 3. The amount of underwriting spread expected to be realized by the Bank in connection with the issuance of the Note is: Not applicable. 4. The managing fee to be charged by the Bank in connection with the issuance of the Note is expected to be: Not applicable. 5. The other fees, bonuses and other compensation estimated to be paid by the Bank in connection with the Note to any person not regularly employed or retained by the Bank, are as follows: None. 6. The name and address of the Bank is as follows: SunTrust Bank 501 East Las Olas Boulevard, 7th Floor Fort Lauderdale, Florida 33301 {W8035515 2} 1 7. The Issuer is proposing to issue$1,050,000 of debt for the purpose of refinancing debt and paying the costs of improvements to the City's pier and to pay costs related thereto. This debt or obligation is expected to be repaid over a period of approximately 10 years.At the interest rate on the Note of 5.72%, total interest paid over the life of the debt will be approximately$343,968.40. 8. The source of repayment or security for the Note is a pledge of the Issuer's electric public service tax. Authorizing this debt will result in as much as $139,396.84 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, 2015. It is our understanding that the Issuer has not requested any further disclosure from the Bank. Dated: August 26, 2005. SUNTRUST BANK By: W. Dane Sheldon, First Vice President i • {W8035515_2} 2 EXHIBIT "A" EXPENSES None {W8035515_2} 3 [LETTERHEAD OF CITY ATTORNEY] August 29, 2005 SunTrust Bank Fort Lauderdale, Florida Adorno & Yoss LLP West Palm Beach, Florida Re: $1,050,000 City of Dania Beach, Florida, Promissory Note, Series 2005 Ladies and Gentlemen: I am the City Attorney for the City of Dania Beach,Florida(the"Issuer")and I have been asked to provide this opinion in connection with the issuance of the above referenced note(the "Note"). The Note is 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. 2005-125 of the Issuer adopted by the Issuer on August 23,2005 (the"Resolution"). The Note is being issued for the purposes of refinancing the City's$650,000 Promissory Note, Series 2002B and the construction of a restaurant on the City's pier (the "Project"). The terms used herein in capitalized form and not otherwise defined herein have the meaning ascribed to them in the Resolution. 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 Note,to impose and collect the Electric Utility Taxes(as defined in the Resolution), to secure the Note with a pledge of and lien on the Electric Utility Taxes as provided in the Resolution, to adopt the Resolution and to perform its obligations under the Resolution. 2. The Resolution has been duly adopted by the Issuer, 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 our knowledge,no event has occurred that constitutes or would, with the passage of time or the giving of notice, {W 8035515_21 • SunTrust Bank Adorno & Yoss LLP August 29, 2005 page 2 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 Note has been duly authorized, executed and delivered by the Issuer, and constitutes the legal, valid and binding obligation of the Issuer, but payable from and secured solely by the sources and in the manner provided in the Resolution. 4. To the best of my knowledge,neither the adoption of the Resolution 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 of any law in force on the date hereof, or any regulation, order, writ, injunction or decree of any court or governmental authority, or 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 Resolution. 5. The Issuer is duly authorized to impose and collect the Electric Utility Taxes pursuant to Section 23-11 of the City Code of Ordinances (the "Ordinance"). The Ordinance has been duly enacted by the Issuer and remains in full force and effect as of the date hereof. 6. The Issuer has the lawful authority to pledge the Electric Utility Taxes in the manner provided in the Resolution as security for the Note. 7. There is no litigation pending or,to the best of our knowledge,threatened against the Issuer (a) seeking to restrain or enjoin the issuance or delivery of the Note or the application of the proceeds thereof, or the imposition or collection of the Electric Utility Taxes, (b) contesting or affecting(i) the authority for the issuance of the Note (ii)the validity or enforceability of the Note, the Resolution or the Ordinance 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; or(d) which would have a materially adverse effect upon the matters provided for or contemplated by the Resolution. 8. 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,the authorization, issuance, sale, execution and delivery of the Note and the consummation of the transactions contemplated thereby. The foregoing opinion is qualified to the extent that the rights of the holder of the Note and the enforceability of the Note and the Resolution may be limited by any bankruptcy, insolvency, {W8035515_2} SunTrust Bank Adorno & Yoss LLP August 29, 2005 page 3 reorganization or other laws affecting creditors'rights generally heretofore or hereafter enacted to the extent constitutionally applicable and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Sincerely, THOMAS J. ANSBRO City Attorney • {W 8035515_2} Adorno & Yoss A Limited Liability Partnership • 1551 Forum Place, Building 200 West Palm Beach, FL 33401 Phone(561)640-8000 Fax(561)640-6030 www.adorno.com August 29, 2005 City of Dania Beach Dania Beach, Florida SunTrust Bank Fort Lauderdale, Florida Re: $1,050,000 City of Dania Beach, Florida, Promissory Note, Series 2005 We have represented SunTrust Bank (the `Bank") in connection with its purchase of the $1,050,000 City of Dania Beach,Florida,Promissory Note, Series 2005 (the"Note")from the City of Dania Beach, Florida (the "Issuer"). The Note is being issued pursuant to the Charter of the Issuer, Chapter 166, Florida Statutes, and other applicable provisions of law (the "Act"), and Resolution 2005-125 of the Issuer adopted on August 23, 2005 (the "Resolution"). We have also acted as bond counsel in connection with the issuance of the Note. 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 Resolution. 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, perform the agreements on its part contained therein and issue the Note. 2 The Resolution has been duly adopted by the Issuer and constitutes a valid and binding obligation of the Issuer enforceable upon the Issuer in accordance with its terms. 3. The Note has been duly authorized,executed and delivered by the Issuer and is a valid and binding special obligation of the Issuer, but payable from and secured solely by the Electric Utility Taxes(as defined in the Resolution)in the manner and subject to the limitations described in the Resolution. • {W 8035515_2} California Florida Georgia New Jersey New York Washington, D.C. City of Dania Beach SunTrust Bank August 29, 2005 page 2 4. The Note and the interest thereon are exempt from taxation under the laws of the State of Florida, as presently enacted and construed, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest income or profits on debt obligations owned by corporations as defined by said Chapter 220. Please note that we express no opinion as to the exclusion from gross income for federal income tax purposes of the interest on the Note. It is to be understood that the rights of the holders of the Note and the enforceability of the Note and the Resolution 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 enforcement may also be subject to the exercise of judicial. discretion in appropriate cases. Sincerely, ADORNO & YOSS LLP • {W 8035515_2} California Florida Georgia New Jersey New York Washington, D.C. Agenda Request Form City of Dania Beach Agenda !tern: _ 9 Date of Commission meeting: 8/23/2005 Description of Agenda Item: Award Loan to SunTrust Commission action being requested: Adopt Resolution or Ordinance ❑ Expenditure ❑ Award BID/ RFP ❑ Presentation ❑ General approval of item ❑ Continued from meeting Other(Please explain):; Summary3explanation and background To pay off current indebtedness of the Pier Restaurant and to issue a loan of$1,050,000 to fund the construction cost of the Pier Restaurant Attached exhibits and additional„backup materials(Please list): Resolution Staff Memo For purchasing requests ONLY Department: Amount: Fund: General: ❑ Water: ❑ Sewer: ❑ Stormwater: ❑ Grants: ❑ Capital: ❑ Account Name: Account Number: Submitted by: pvarney Date: 8/12/2005 Department Director., Date: Admin. Services Director. Date: Finance Director: pvarney Date: 8/12/2005 City Manager: `` Date: CITY OF DANIA BEACH DEPARTMENT OF FINANCE MEMORANDUM TO: Ivan Pato, City Manager Memo: DF-05-24 FROM: Patricia Varney, Director of Finance DATE: August 10, 2005 SUBJECT: Pier Loan As instructed by the City Commission at the beginning of July, 2005 the City will be paying off the current indebtedness of the Pier Restaurant, which as of to date, in the amount of$509,477.89. The City will then issue a new obligation in a total amount of $1,050,000 for a ten year term loan to fund the project. A request was issued on July 25, 2005 to difference banking institutions with a response date by noon of August 9, 2005. The City received 3 bids, Community Bank of Broward, Wachovia Bank and SunTrust. Community Bank has no prepayment penalty clause and quoted a fixed rate of 6.64% without additional deposit relationship. Wachovia Bank and SunTrust Bank both have prepayment penalty. Wachovia provides the lowest interest rate of 5.35% while SunTrust rate is 5.72%. The additional interest cost to the City between the 5.35% and the 5.72% is $18,879.20 in a ten year period. However, SunTrust agrees to waive the pre-payment penalty of the existing loan in the amount of$20,244. The future value in a ten year period of the $20,244 with a 3% interest earnings equate to $27,206.24. Therefore, the City will recognize a savings of approximately $8,327 by awarding to SunTrust. With today's volatile market, the rate is only good till September 9 2005. 1 am recommending Commission's approval of the resolution to award the loan to SunTrust Bank and authorizing the City Manager and the City Attorney to make any changes that may be needed to the closing documents in order to meet the deadline as stated above.