HomeMy WebLinkAboutR-1992-084 i
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RESOLUTION NO. 84 -92
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A RESOLUTION OF THE CITY OF DANIA, FLORIDA AUTHORIZING
THE NEGOTIATED SALE AND ISSUANCE OF A $750, 000 PRINCIPAL
AMOU14T REVENUE BOND TO SUN BANK/SOUTH FLORIDA, NATIONAL
ASSOCIATION TO PROVIDE FUNDS TO PURCHASE, INSTALL,
CONSTRUCT AND PROSECUTE TO FINAL COMPLETION CERTAIN
IMPROVEMENTS TO THE CITY 'S FISHING PIER AND OTHER CAPITAL '
IMPROVEMENTS AND TO PAY COSTS OF ISSUANCE ASSOCIATED WITH *?
THE BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF SAID
BOND; AWARDI14G THE B014D TO SUN BANK/SOUTH FLORIDA,
NATIONAL ASSOCIATION; PROVIDING FOR A PLEDGE OF THE
! CITY 'S HALF-CENT SALES TAX REVENUE TO THE PAYMENT OF THE �` •
BOND AND INTEREST THEREON; PROVIDING COVENANTS TO THE
HOLDERS OF SUCH BOND; PROVIDING FOR SEVERABILITY; AND tty
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION (the "City Commission") OF
THE CITY OF DANIA, FLORIDA (the "City") THAT:
SECTION 1. Findings.
p (a) The City Commission adopted Resolution Number 50-92 on
I! March 24 , 1992 pursuant to which it has authorized the City to
k borrow Seven Hundred and Fifty Thousand Dollars ($750, 000) upon
terms and conditions set forth therein. The City Commission hereby
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confirms such authorization subject to the terms and provisions
contained herein. The loan shall bear interest at a fixed interest
rate per annum equal to 5 . 75% for the first five years during which
the loan is outstanding; thereafter, for the remaining five year f�
period, the loan shall bear interest at 70% (Base Percentage) of
j the "Prime Rate" as hereinafter defined adjusted daily
I ( ) ] y (subject (i
to gross up) for a term not to exceed Ten (10) years and to sell l
and issue its Sales Tax Revenue Bond (the "Bond") , payable from and
i {secured by a pledge of and first lien on the City's half-cent sales
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tax revenues and interest thereon (the "Pledged Revenues") received
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pursuant to the provisions of Chapter 166 and Chapter 218 Florida
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Statutes, as amended from time to time and the City Charter (the
"Act") to evidence the City's obligation to repay such loan. p�p
(b) The City hereby finds and determines that after receiving
competitive proposals as to rate and certain terms of the loan it
is necessary, and in the best interest of the City to sell the Bond
to a bank or other financial institution at private, negotiated
sale because of the small principal amount and nature of the Bond
issue, the term of the Bond, the marketability of the Bond,
prevailing interest rates and the additional expense of conducting
a full competitive sale of the Bond.
(c) The City has negotiated with Sun Bank/South Florida,
National Association (the "Bank") , for the sale by the City of the
Bond to the Bank upon the terms set forth herein; the negotiated
sale of the Bond to the Bank, upon said terms, is in the best
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interest of the City for the reasons stated above;
(d) The City has not issued any tax-exempt obligations during
the calendar year 1992 , and (taking the Bond into account) does not
expect to issue during the calendar year 1992 tax-exempt
obligations having principal amounts collectively in excess of
$10, 000 , 000; and therefore, the Bond is eligible to be designated
as a "qualified tax-exempt obligation" , as defined in Section
265 (b) ( 3) of the Internal Revenue Code of 1986, as amended (the
"Code") ;
(e) The City finds that the Pledged Revenues to be pledged to
the payment of the debt service on the Bond will be sufficient for
that purpose. The City further finds and represents to the Bank and
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subsequent holders of the Bond that the Pledged Revenues are I
presently unencumbered and that the City is authorized to pledge
the same as provided herein.
'' . (f) The City desires to set forth the terms of the loan, the
form and terms of the Bond, to award the Bond to the Bank, and make
certain other covenants for the benefit of the Bank and subseq
uent
holders of the Bond.
SECTION 2 . Authorization of Bond The City hereby
authorizes the borrowing of Seven Hundred and Fifty Thousand f _
Dollars ($750, 000) to provide funds to the City to purchase,
install, construct and prosecute to final completion certain
improvements to the City 's Pier, and for various capital projects
which are in the public interest in carrying out the City's
responsibilities as may be necessary from time to time, which shall
be acceptable to the Bank and Platt Haas, P.A. or other nationally
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recognized bond counsel , and to pay the costs of issuance f ;
associated with said borrowing (collectively, the "Project") , and
hereby authorizes the issuance of a Sales Tax Revenue Bond of the f
City in the principal amount of Seven Hundred and Fifty Thousand
($750, 000) . Such costs of issuance may be paid from other
available funds of the City if necessary or desirable. The Bond
shall bear interest on so much thereof as shall have been advanced
by the Bank to the City hereunder
I Y (calculated on the basis of a
360-day year for the actual number of days elapsed at a rate per j
j annum equal to 5. 75% for the first five years during which this
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Bond is outstanding commencing on the Dated Date hereof, and fk
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thereafter for the remaining period the Bond is outstanding at a
rate per annum equal to 70% (Base Percentage) of the Bank' s Prime
Rate, adjusted daily, as announced from time to time (as
hereinafter defined) (subject to the adjustments for gross-up as
provided in Exhibit "A" hereto) . "Prime Rate" as used herein shall
1 mean the annual interest rate announced by Sun Banks, Inc. from
time, as its Prime Rate. The City acknowledges that (i) the Prime
Rate is only a bench mark, is purely discretionary, and is a
reference rate for the information and use of the Bank in
establishing the actual rate to be charged to the City, (ii) the wM�
the best or lowest interest rate
Prime Rate is not necessarily
charged borrowing customers of any subsidiary bank of Sun Banks, y
Inc. ,
and (iii) the Prime Rate is adjusted from time to time ;
without notice, as of the effective date of any announced change
f thereof. Interest shall be payable monthly in arrears commencing on
the first day of any month subsequent to an advancement of funds
j1 hereunder, to and including a date which is ten years from the
1 Dated Date of the Bond (being the final maturity date of the Bond) ,
as more specifically set forth in Exhibit A hereto. Principal
payments shall be made quarterly in arrears commencing on the first
day of the month immediately following the Draw Termination Date
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(as hereinafter defined) . The Draw Termination Date shall be the
j earlier of ( i) that date upon which the City provides the Bank with
a certificate satisfactory to the Bank, that the renovations to the
City pier have been completed; or (ii) one year from the Dated Date
of the Bond. Funds will only be advanced prior to the Draw
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Termination Date and only in multiples of $50, 000.
The Bond shall be in substantially the form and have the terms
` 4d set forth in Exhibit A which is attached hereto and incorporated �.
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herein by reference as if fully set forth herein, with such changes
as may be approved by the Mayor as hereinafter provided.
The Bond will contain a gross-up provision which would
increase the interest rate to preserve the holder's yield under '
certain circumstances which may occur which would change the is
i federal income tax effect of interest on the Bond; such gross-up
provision shall be not more disadvantageous to the City than that
set forth in Exhibit A hereto.
The principal of and interest on the Bond shall be a special
obligation of the City payable from and secured by the Pledged
Revenues received by the City pursuant to the Act.
The Bond shall be in registered form (as required by the Code)
and shall be subject to transfer only as provided in Exhibit A '
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hereto. Upon issuance, the Bond shall be numbered "::o 1" Upon j
transfer, a new Bond shall be executed and delivered to the
transferee; said new Bond shall be numbered one integer higher than I1
the number of the Bond surrendered for transfer; the new Bond shall
bear a notation as to any principal and interest installments which
have theretofore been paid. The City Clerk shall be the Registrar I' 1
for the Bond and shall maintain a registration book (the
"Register") for the initial registration of the Bond in the name of
the initial purchaser and the registration of the Bond in the name
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of any subsequent transferees. As to each registered holder, theZA -
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Register shall contain the following information: the number of
the Bond held by such holder, the address of such holder and the
federal employer identification number of such holder. Payments of
principal and interest made to each holder shall also be noted in
the Register.
SECTION 3 . Tax Provisions and Covenants. The Bond is
hereby designated as a "qualified tax-exempt obligation" for
purposes of Section 265 (b) (3) of the Code. In that connection, the
City hereby represents and covenants that it, together with all its
subordinate entities and entities which issue obligations on its "
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behalf, and entities on behalf of which it issues obligations, in 1 '
y or during the calendar year 1992, (i) have not and will not issue
tax-exempt obligations (including the Bond) which are designated as
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"qualified tax-exempt obligations" for purposes of Section
265 (b) (3) of the Code in an aggregate amount in excess of
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$10, 000, 000 and (ii) have not issued, do not reasonably anticipate
{' issuing, and will not issue, tax-exempt obligations (including the
Bond, but excluding obligations, other than qualified 501 (c) (3)
bonds, as defined in Section 145 of the Code, that are "private
activity bonds", as defined in Section 141 of the Code, and
excluding refunding obligations that are not "advance refunding ; . ` .
obligations" , as defined in Section 149 (d) (5) of the Code) in an
aggregate amount exceeding $10, 000, 000, unless the City first
obtains a written opinion of Platt Haas, P.A, Bank's Counsel, or 2
other nationally recognized firm, that such designation or
issuance, as applicable, will not adversely affect the status of
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the Bond as a "qualified tax-exempt obligation. " Further, the City
represents and covenants that, during any time or in any manner as '
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might affect the treatment of the Bond as a "qualified tax-exempt t
obligation" , it has not formed or participated in the formation of,
or benefitted from or availed itself of, any entity in order to
avoid the purposes of subparagraph (C) or (D) of Section 265 (b) (3)
of the Code, and will not form, participate in the formation of, or
benefit from or avail itself of, any such entity. The City further I
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represents that the Bond is not being issued as part of a direct or
indirect composite issue that combines issues or lots of tax-exempt
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obligations of different issuers. `z
The Bond is intended to be an obligation of the City the
interest income on which is excluded from gross income of the
holder pursuant to the P provisions of Section 103 (a) of the Code and
which is not treated as an item of tax preference under Section 57
of the Code for purposes of the alternative minimum tax imposed on
individuals and corporations. The City hereby covenants that it
jwill not use the proceeds or "gross proceeds" (as defined in
' Section 148 of the Code) of the Bond in a manner which would cause
the Bond to be an "arbitrage bond" (as defined in Section 148 of
the code) or a " ��private activity bond (as defined in Section 141 �
of the Code) . The City covenants that it will refrain from taking
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any action which would cause the interest on the Bond to be
included in the gross income of the holder for federal income tax
purposes or to be treated as an item of tax preference under
Section 57 of the Code for purposes of the alternative minimum tax
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imposed on individuals and corporations or which would cause the
L Bond to be an "arbitrage bond" or "private activity bond". The '
City further covenants that it will take such actions as shall be
necessary (a) to cause the interest on the Bond to be, and to
continue to be, excluded from gross income under Section 103 (a) of
the Code and to be, and continue to be, interest which is not
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treated as an item of tax preference under Section 57 of the Code
for purposes of the alternative minimum tax imposed on individuals
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and corporations and (b) to cause the Bond to be and continue to be
an obligation which is not an "arbitrage bond" or a "private
activity bond".
The Mayor, City Manager, City Clerk, Finance Director and the
members of the City Commission or any one or more of them are
hereby authorized to execute and deliver, prior to the issuance of
j the Bond, a General Certificate, a Tax Compliance Certificate and I
such other instruments and documents, in form approved by the Hank
l and Bank rs counsel as necessary to accomplish the loan.
Representations and covenants contained therein shall constitute
representations and covenants of the City and the City shall be
obligated to comply with such covenants. f
SECTION 4 . Use of Proceeds; Pledged.
(a) The proceeds received by the City from the sale of the
Bond shall be used onlyto pay (i) City and Hank expenses of
issuing the Bond and (ii) costs of the Project. Any proceeds
received from the sale of the Bond or investment earnings thereon
remaining on the Maturity Date shall be used by the City to prepay
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principal of the Bond, provided that such use shall not violate any
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tax covenants contained herein or in the Tax Compliance
Certificate. F
(b) Pledge and Assignment of Pledged Revenue, The City
hereby pledges and assigns in accordance with the Assignment
attached hereto and incorporated herein as Exhibit "B" to and for
the benefit of the initial holder of the Bond and registered
asaigns all of the revenues collected by the City from the Pledged
Revenue.
(c) Trust Fund Status, The City hereby pledges the
g proceeds
of the Bond and investment income therefrom to and for the benefit
of the initial holder of the Bond and registered assigns. The
City' s Finance Director shall use the Pledged Revenue received by
the City to pay principal and interest on the Bond as such
i installments become due and payable. The Pledged Revenue received
it by the City shall be held in a fiduciary capacity subject to the
pledge and lien hereof and the City hereby acknowledges the
holder's security interest therein under applicable law.
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i (d) Covenant Routing to Pledge. The City will not, without
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the prior written consent of the holder f the Bond, issue any I
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obligations or evidences of indebtedness pledged hereunder, nor
voluntarily create or cause to be created any debt, lien, pledge,
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assignment, encumbrance or other charge, having priority over or
being on a parity with the liens hereby created to secure payment
of the Bond and debt service thereon, except that nothing contained
in this Section shall be deemed to prohibit or restrict the
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issuance by the City of any obligations or evidences of
indebtedness which are payable from or secured by half-cent sales
tax revenues which expressly provide that (i) they are subordinated
and junior to the Bond in right of payment from said security.
(e) Covenant R "atino to of a
qed Revenp-Q. The City hereby
covenants and agrees that Pledged Revenues will at
provide all times
a m.n*num 1 . 50 to 1. 00 debt service coverage ("Debt Service
Coverage,,) , which shall be calculated based upon the previous 12 '
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months collection of half-cent sales tax revenues at any given time
divided by the total debt service amount at
that time which is 'secured by half-cent sales tax revenues of
the City.
(f) 9th er Fund
°-t =city• The Bond shall be a special
obligation of the City payable from the sources specified in the
11 Bond and in this Resolution.
I SECTION 5.
Award of Bond. The Bond is hereby '
Sun Bank/South Florida awarded to `
National Association, at a purchase price
equal to 100% of the principal amount thereof in exchange for the
� sale proceeds as
and when advanced by the Bank to the
time to time hereunder in accordance with the City from
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� commitment dated �March 25, 1992 attached ro
hereto as Exhibit "C't which is hereby
approved and ratified.
SECTION G. Execution and
Deliver The Mayor and other 4
appropriate officials of the
City are hereby authorized and
directed to execute the Bond and the Assignment substantially in
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the form of Exhibit A
-----A, and Exhibit e, respectively, attached
hereto, with such changes, insertions
and omissions as may be
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approved by the City Manager and which are not material , with their
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execution to constitute conclusive evidence of such approval, and
the City Clerk is hereby authorized to affix the official Seal of
the City to the Bond and the Assignment. Following such execution
the Bond and the Assignment shall be delivered to the Bank. The
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Mayor and the City Clerk and all other officers of the City are
hereby each separatQly ant hcri:.ed and directed to take such actions
and to execute such other certificates and agreements as may be
deemed by any such officer or official to be necessary or desirable
in connection with the issuance of the Bond and the consummation of
all transactions in connection therewith.
SECTION 7 . Sever_ ab_ ility, If any one or more of the
provisions of this Resolution, the Bond, or the Assignment herein
authorized shall for any reason be held illegal or invalid, such
illegality or invalidity shall not affect any other provision of E '
this Resolutio
n, the Bond or the Assignment, �
g ent, but this Resolution,
i the Assignment and said Bond shall be construed and enforced as if
such illegal or invalid provision had not been contained therein.
SECTION 8 . open Meeting Findings.
It is hereby found and ;
determined that all official acts by the City Commission concerning ( M°;
and relating to the adoption of this Resolution and all prior
resolutions affecting the City's ability to issue the Bond were ~
taken in an open meeting of the City Commission and that all
deliberations of the City Commission or any of its committees that
resulted in such official acts were in meetings open to the public,
in compliance with all legal requirements, including Section v�
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286. 011 , Florida Statutes.
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SECTION 9 . Books And Records. All City records with
respect to amounts received by the City in each year from the
Pledged Revenue and the disposition thereof shall be available for
inspection at all reasonable times by the Bank. The City will,
within 60 days following the close of each of its fiscal years,
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supply to the Bank requesting the same at no charge, a written
statement covering such receipts and disbursements during each such
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fiscal year through the year of maturity of the Bond. The City will
provide, at no charge to the Bank a copy of the City' s audited
financial statements, (including the opinion of the City ' s current
Certified Public Accountants) within 15 days of City's receipt
thereof for each fiscal year during which the Bond is outstanding.
SECTION 10. Reoealing Clause. All resolutions or orders {{
1 and parts thereof in conflict herewith, to the extent of such
conflicts, are hereby superseded and repealed.
SECTION 11. Effective Date. This resolution shall take >
effect upon its passage and adoption. ?
c.
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF
DANIA, FLORIDA THIS 9 th DAY OF JUNE, 1992 .
ATTEST: CITTY �OF DANIA
City Clerk-Auditor Mayor-Cohimissioner
' I HEREBY CERTIFY that I have f
approved the form and correct-
ness of this Resolution.
Frank C. Adler, City Attorney
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. a:\City of Dani a\Resolution
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RESOLUTION 84-92 xs
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No. 1 $750, 000. 00
A United States of America .
State of Florida +I+
CITY OF DANIA, FLORIDA I
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SALES TAX REVENUE BOND
DATED DATE FINAL MATURITY DATE
July 1, 1992 June 30, 2002
REGISTERED HOLDER: SUM � /South Florida, National
PRINCIPAL AMOUNT: SEV 1 ^ FIFTY THOUSAND DOLLARS
($750, 0
THE CITY OF DANIA, FLARIDA,`a>•tq"i pality under the laws of
the State of Florida (the "Issuer4�y/ ue received, hereby
promises to pay, but solely from the ( dilkc" provided herein, to
the registered holder named above, 2fr ;,regiookered assigns (the
"Holder") , in lawful money of the United $r;dtes 'o • Aqerica, the sum
of SEVEN HUNDRED AND FIFTY THOUSAND DOLLAR 50^0.00) or so
much thereof as shall have been advanced xh 3tolder to the
Issuer. Subject to the rights of prior prepayme gbo=ibed in this
Bond, this Bond shall mature on June 30, 20(�8�X the "Maturity Date") ; and and to pay interest thereon, from the da advanced until !
payment in full , on the principal balance of the amounts advanced
hereunder in installments at the (Base Rate) defined herein for the
first five years during which this Bond is outstanding commencing
on the Dated Date hereof (the "Fixed Rate Period") , and thereafter
for the remaining period the Bond is outstanding (the "Variable
Rate Period") at the Base Percentage (defined herein) or such
higher rate as may be provided herein. Interest shall be calculated
on the basis of a three hundred sixty (360) day year for the actual
number of days elapsed.
Delinquent interest shall bear interest at the "Prime Rate"
(as hereinafter defined) plus 1% per annum adjusted daily on the
date changes in the Prime Rate are announced or, if lower, the
maximum rate permitted by applicable Florida Law (the "Delinquent @, r
Interest Rate") as of the date payment of any installment of L principal or interest on the Bond which is not made when the same ,
is due and payable, and delinquent principal shall continue to bear
interest at said rate.
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EXHIBIT "A"
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The "Prime Rate" as used herein means the annual interest rate
announced by SunBanks, Inc. , from time to time, as its Prime Rate.
The Prime Rate is only a benchmark and is a reference rate for the
information and use of SunBanks, Inc. in establishing the actual
rate to be charged to the Issuer; is purely discretionary and is
not necessarily the best or lowest interest rate charged borrowing
customers of any subsidiary bank of SunBanks, Inc. The Prime Rate
shall be adjusted from time to time without notice or demand, as of
the effective date of any announced change thereof.
This Bond is issued pursuant to and is subject to the terms of
Resolution No. 50-92 as amended and supplemented by Resolution
No. 84-92 (collectively the "Bond Resolution") duly passed and
adopted by the City Commission of the Issuer on March 24 , 1992 and
June 9, 19920 r pectively. This Bond is issued and the Bond
Resolution was a d under and pursuant to the Constitution and
laws of the Sta Po
da, including particularly Chapters 166
and 218 , Flor and the Charter of the Issuer (the
"Act$$) .
The Issuer may ole or in part, an aggregate
amount not to exceed Se Fifty Thousand ($750, 000)
Dollars, with all advances t made upon resolution of
the Issuer, provided however, obligations of the
Issuer to the Holder are then cu default and (ii)
that demand for payment of this been made by the
Holder. The Holder's obligation to ma es hereunder shall
terminate on that date which is one ye rom the Dated Date
hereof. This Bond shall be cross defaulte with all current and
future outstanding Bonds, or other obligations of the Issuer, and
a default in any other such note or obligation shall constitute a
default hereunder. The Holder shall be entitled to review any
outstanding obligations of the Issuer at any time.
This Bond is a master bond, and it is contemplated that the
proceeds of the loan evidenced hereby will be advanced by the
Holder to the Issuer in installments, as needed for the purposes
set forth in the Bond Resolution, upon compliance with the terms
and conditions set forth therein and herein. This Bond shall be
valid and enforceable as to, and the pledge and security interest
granted to the Holder under the Bond Resolution shall be and remain
valid and binding as security for, the aggregate amount advanced at
any time hereunder, whether or not the full face amount thereof is
advanced. Each principal advance and payment on this Bond shall be
reflected by notations made by the Holder on its internal records
(which may be kept on computer or otherwise) , and the Holder is
hereby authorized to record on such records all such principal
advances and payments and each such advance shall be conditioned
upon receipt by Holder of a certified statement from the Issuer
indicating that the use of the proceeds of any such advance shall
be used solely for the purposes set forth in the Bond Resolution.
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The aggregate unpaid amount reflected by the Holder's notations on
its internal records (whether on computer or otherwise) shall be
deemed presumptive evidence of the principal amount remaining
outstanding and unpaid on this Bond. No failure of the Holder so to
record any advance or payment shall limit or otherwise affect the 1
obligation of the Issuer hereunder with respect to any advance, and `
no payment of principal by the Issuer shall be affected by the
failure of the Holder so to record the same.
So long as the Bondholder (as hereinafter defined) shall be
the Holder of this Bond, the Base Rate on this Bond (including any j
delinquent amounts) shall be adjusted as hereinafter set forth,
provided that the rate of interest payable with respect to any !!
monthly interest payment period shall not exceed the Taxable. Rate
(as hereinafter defined) . i
(a) As used her the following terms shall have the following
meanings:
"Base Rat rate per annum of 5. 75%.
"Base Percent a rate per annum equal to 70% of
the Prime Rate in effec a day succeeding the end of the
r Fixed Rate Period.
"Bondholder" or "Holder" un Bank/South Florida,
i National Association, or the su i tutional Registered
Owner of this Bond. If the succes ed Owner is not an i
institutional holder, then Bondholde mean Sun Bank/South i
Florida, National Association.
"Code" shall mean Internal Revenue Code of 1986, as amended.
"Prime Rate" shall mean the annual interest rate announced by
SunBanks, Inc. from time to time as its prime rate. The Prime Rate
is only a bench mark, and is a reference rate for the information
and use of the Bondholder in establishing the actual rate to be
charged to the Issuer. The Prime Rate is purely discretionary and I
is not necessarily the best or lowest rate of interest charged
borrowing customers of any subsidiary bank of SunBanks, Inc. The
Prime Rate shall be adjusted from time to time without notice or
demand, as of the effective date of any announced change thereof.
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"Qualified Tax-Exempt Obligation" shall have the same meaning i
as in Section 265(b) (3) of the Code. The obligation must qualify
for the Preference Reduction Rate of 20% as hereinafter defined.
"Taxable Rate" shall mean the lessor of (i) a variable rate
per annum equal to the Prime Rate plus one percent, adjusted daily
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on the date changes in the Prime Rate are announced, expressed as
a percentage rate per annum, or (ii) the maximum rate of interest +permitted by Section 215 . 84 (3) , Florida Statutes.
(b) Except as provided in subsection (c) , (d) or (e) below, the
Bond shall bear interest at the Base Rate during the Fixed Rate
Period and at the Base Percentage during the variable Rate Period,
and shall be subject to adjustments as follows:
(i) Determination of Taxability. In the event a Determination
of Taxability shall have occurred, the rate of interest on this
Bond shall be increased to the Taxable Rate effective retroactively
to the date on which the interest payable on this Bond is
includable for federal income tax purposes in the gross income of is the Holder hereof. In addition, the Holder of this Bond or any
former Holders of this Bond, as appropriate, shall be paid an
amount equal to any ad ons to tax, interest and penalties, and j any arrears in intere are required to be paid to the United
States by the Holder elders of this Bond as a result of
such Determination i Any penalties in the form of
interest or otherwi by the Issuer on the next
succeeding Interest Payme ing the Determination of
Taxability. A "Determination " shall mean (i) the
issuance by the Internal Revenu statutory notice of
deficiency or other written notific ds in effect that
the interest payable on this Bond is 1 ederal income I tax purposes in the gross income of t o reof, which
notice or notification is not disputed by a ssuer or any
Holders of the Bond or (ii) a determination by t of competent
jurisdiction that the interest payable on this is includable
for federal income tax purposes in the gross income of the Holders
hereof, which determination either is final and non-appealable or
is not appealed within the requisite time period for appeal .
i
(ii) Change in Maximum Corporate Tax Rate or P efo am
Reduction Rate, In the event that (1) the maximum effective federal corporate income tax rate (the "Maximum Corporate Tax Rate") ,
during any period with respect to which interest shall be accruing j .
on this Bond, shall be other than thirty-four percent (34%) or (ii)
1 1 the percentage reduction to be applied to the amount of interest
expense incurred or continued to purchase obligations the interest
on which is exempt from tax (within the meaning of Section
291 (e) (1) (B) of the Code) allowed as a deduction to the Holder of
this Bond (the "Preference Reduction Rate") during any period with
respect to which interest shall be accruing on this Bond, shall be
other than twenty percent (208) , the interest rate on this Bond
shall be adjusted as follows, effective as of the date of any such
change:
- 4 -
The Base Rate or Base Percentage, as applicable, shall be
adjusted to the product obtained by multiplying the Base Rate or
Base Percentage, as applicable, by a fraction, the numerator of
which is equal to the sum of (i) the product of the "Fully Taxable
Equivalent times one minus the Maximum Corporate Tax Rate in
effect as of the day of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
Preference Reduction Rate in effect as of the date of adjustment,
and the denominator of which is equal to the sum of (i) the product
of the "Fully Taxable Equivalent" times one minus the Maximum
Corporate Tax Rate in effect immediately prior to the date of
adjustment, plus (ii) The "TEFRA Adjustment" calculated using the
Maximum Corporate Tax Rate and Preference Reduction Rate in effect
immediately prior to the date of adjustment.
As used herein: (1) "TEFRA Adjustment" means an adjustment
equal to the product of the following: Cost of Funds multiplied by
the applicable Maximum Corporate Tax Rate multiplied by the
applicable Preference Reduction Rate; (2) "Cost of Funds" means the
lesser of (i) the fraction (expressed as a percentage) , determined
by the Bondholder, or in the case of Sun Bank/South Florida,
National Associa41hig
ermined by SunBanks, Inc. , of the total
interest expenseondholder for the immediately preceding
calendar year ditotal average adjusted bases of all
assets of the Bo such calendar year as determined
under Section 26 ode or any successor provision
thereto; or (ii) s federal funds as quoted in Brest rate of Unit Journal; and (e "Fully
States
Taxable Equivalent" means the Journal;
sed as a number and
not as a percentage (for exampl ate is 98, the
Fully Taxable Equivalent is nine (9)
(iii) es Reaardi a n If the Holder
shall have determined that the adoption of any If
law, rule
or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof, by any
governmental authority, central bank or comparable agency charged
with interpretation or administration thereof, or compliance by the
Holder with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority,
reduces the rate of return on the Holder's capital, on this Bond or i
otherwise, as a consequence of its obligations hereunder, to a f
level below that which the Holder could have achieved but for such
adoption, change or compliance, taking into consideration the
Holder's policies (with respect to capital adequacy) , by an amount
deemed by the Holder to be material , then from time to time,
promptly upon demand by the Holder, the Issuer shall pay the Holder
additional amount or amounts as will compensate the Holder for such
reduction. A certificate of the Holder as to any such additional r
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amount or amounts, in the absence of manifest error, shall be final
and conclusive. In determining such amount, the Holder may use any
* reasonable averaging and attribution methods.
a (iv) other Change in Tax Laws. If the tax laws or
regulations are amended to cause the interest on the Bond to be
taxable, to be subject to a minimum tax or an alternative minimum
tax or to otherwise decrease the after tax yield on such Bond to
the Bondholder (directly or indirectly, other than a change
described in (i) through (iii) above, or because such Bond bears
interest as a taxable Bond pursuant to (c) below then the interest
rate on the Bond shall be adjusted to cause the interest received
by the Bondholder, after payment of any increase in tax, to equal
the interest the Bondholder would have received in the absence of
such change or amendment in the tax laws or regulations. If the tax
laws or regulations are amended to increase the after tax yield on
the Bond to the Bondholder then the Bondholder shall adjust the
interest rate on such Bond to cause the interest received by the
Bondholder to equal the nterest the Bondholder would have received
in the absence of su hange or amendment in the tax laws or
regulations.
The above adj a be cumulative, but in no event
shall the interest r Bond exceed the maximum rate
permitted by law. The abo a s to the interest rate on the
Bond shall be effective on a ive date of the described
event or of the applicable ch tax laws or regulations.
- I Interest on the Bond and all oth nd interest rates are
expressed as annual rates. Howe partial adjustment
Ij shall be made if the tax law change after the first
day of the Bondholder's tax year or i the Bond does
not accrue for the entire tax year of the r.
t
(c) The Bond shall bear interest he Taxable Rate
during any period in which interest on the Bon is required to be
included in gross income under the Code, for a reason other than a
change in tax laws or regulations.
(d) The Bond shall bear interest at the Delinquent
Interest Rate when and as provided herein above.
(e) Notwithstanding the terms of subsections (b) , (c) or
(d) of this section, the interest rate on the Bond shall never
exceed the maximum interest rate permitted by law. Whenever the „
interest rate under the applicable provisions of subsections (b) ,
(c) or (d) would exceed the maximum interest rate permitted by law,
the amount of interest which would have resulted from such excess
rate shall not be due or paid. However, if in any subsequent
period, the interest rate under the applicable provisions of
subsections (b) , (c) or (d) again is reduced below the maximum rate
permitted by law, the interest rate shall continue at the maximum
6 -
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rate permitted by law until all of the interest which would have
been due but for the application of the maximum interest rate
provision st which
otherwise bes due e underd the applicable in addition oprovisions the e f subsections
(b) , (c) or (d) of this section.
The payment of the principal and the interest on this Bond is I
a limited obligation of the Issuer payable from and secured solely
by a pledge of (i) the revenues received by the Issuer from half
cent sales tax revenue and investment income thereon (the "Pledged
Revenues") pursuant to the Bond Resolution and the Act.
The Bond and the interest hereon shall not be deemed to
constitute a debt or a pledge of the faith and credit of the State
of Florida or any political subdivision thereof or any
municipality, including without limitation, the Issuer. Neither the
State of Florida nor any political subdivision thereof or
municipality, including, without limitation, the Issuer, shall be
obligated to pay the principal of or interest on this Bond or other
costs incident hereto except from the sources pledged therefore;
i and, neither the fai and credit nor the taxing State of Florida o 4 power of the
i olitical subdivision thereof, or any
municipality, inclu g t limitation, the Issuer, has been
pledged to the pa ncipal of, or interest on, this
specified above.
Bond or other cos eto other than the sources This Bond may be prepaid b
in part without premium or pena any time in whole or
amount thereof to be prepaid togethe of the principal
est in
amount to be prepaid to the date of such a nny prepay y the
shall be applied in the inverse order of th n prepay
to become due on this Bond. 1 installments
All payments of interest and principal shall be made when due
(or if the date due is not a business day, such payment shall be
made on the next day which is a business day, although interest
will accrue from the date due)hereof as to the person who is the Holder
of the close of business of the Issuer on the date such
payment is due; such payment shall be made by wire transfer (with
written confirmation to follow) of immediately available funds to,
or by check at the address of the Holder as shown on the
registration books maintained by the Issuer or at such other
address as the Holder hereof may designate to the Issuer in
writing. The term "business day" means a day which is not a
Saturday, Sunday or a holiday and on which both the Issuer and
banks in Broward County, Florida, are open for business. Interest
on the unpaid balance of this Bond shall be due and payable on the
first day of the month ("Interest Payment Date") following any
month during which a principal balance is outstanding, and of each
succeeding month. Principal payments on the unpaid balance of this
7
1 �ty'q�Y
1 Bond shall be made quarterly in arrears commencing on the first day
of the month immediately following the Draw Termination Date as
defined in the Bond Resolution. All outstanding principal, together
with the accrued interest, shall be due and payable on the Maturity
Date.
Modifications or alterations of the Bond Resolution, or of any
resolution supplemental thereto, or of any resolution establishing
a right to or lien on any sources pledged to secure payment of this
Bond, if such amendment or modification would be prejudicial to the
Holder of this Bond, or impair the security and source of payments
of this Bond, may be made only with the prior written consent of
the Holder hereof.
This Bond may become, or may be declared, due and payable by
the Holder hereof, together with the interest accrued thereon, if
any of the following events occur:
(a) payment of any installment of principal or interest on
the Bond is not made w the same becomes due and payable and such
default continues f (5) days after the due date thereof
(however, the Delin est Rate shall apply as of the due
date) ; or Q
(b) any proceeding a ted with the consent or
acquiescence of the Issue urpose of effecting a
composition between the Issuer i rs or for the purpose
of adjusting the claims of such cr nt to any federal
or state statute now or hereinafter
(c) the Issuer is for any reason incapable of
J fulfilling its obligations hereunder; or
I
(d) the Issuer admits in writing inability to pay its debts
generally as they become due, or files a petition in bankruptcy or
makes an assignment for the benefit of its creditors or consents to
the appointment of a receiver or trustee for itself or shall file
a petition or answer seeking reorganization or any arrangement
under the federal bankruptcy laws or any other applicable law or
statute of the United States of America or any state thereof; or
(e) the Issuer is adjudged insolvent by a court of competent
jurisdiction or is adjudged a bankrupt on a petition of bankruptcy
filed against the Issuer, or an order, judgment or decree is
entered by any court of competent jurisdiction appointing, without
the consent of the Issuer, a receiver or trustee of the Issuer or
of the whole or any part of its property and any of the aforesaid
adjudications, orders judgments or decrees shall not be vacated or ,`
set aside or stayed within the sixty (60) days from the date of
entry thereof; or
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( f) if, under the provisions of any law for the relief or aid
of debtors, any court of competent jurisdiction shall assume
custody or control of the Issuer or the whole or any substantial
part of its property and such property or control shall not be
terminated within ninety (90) days from the date of assumption of
such custody or control ; or .
(g) subject to the provisions of subparagraph (a) above, the
Issuer defaults in the due and punctual payment and performance of
any of the other covenants, conditions, agreements and provisions
contained in this Bond, the Bond Resolution (or the Assignment, the
General Certificate or the Tax Compliance Certificate referred to
therein) on the part of the Issuer to be performed and such default
continues for thirty (30) days after written notice specifying such
default and requiring the same to be remedied shall have been given
to the Issuer by the holder of this Bond; or
(h) the Issuer defaults in the due and punctual payment of
any other obligation or evidence of indebtedness which is secured
in whole or in part (whether prior to, on parity with, or
subordinate to this B nd) by an assignment of any of the sources
pledged pursuant to and Resolution to the payment of this
Bond; or -
(i) the Iss
ter the expiration of any
applicable cure per o unetual payment on any I
other indebtedness of the ss a n 1 amount in excess of
$5, 000.
Upon the happening and continuanc ent, then in
every such case the holder hereof may decla cipal of this
Bond, together with all accrued and unpaid in ereon (if not
then due and payable) to be due and payable imm tely, and upon
such declaration the same shall become due and be immediately due
and payable, anything contained in the Bond or in the Bond
Resolution to the contrary notwithstanding, and such holder may
proceed to protect and enforce its rights under this Bond and the
Bond Resolution by such suits, actions or special proceedings in
equity or at law, either for the specific performance of any C'
covenant or agreement contained herein or in the Bond Resolution or
in aid of execution of any power herein granted or for the
enforcement of any proper legal or equitable remedy, as such holder
shall deem most effectual to protect and enforce such rights.
By receipt of this Bond, the Holder hereby acknowledges
that: (1) it has knowledge and experience in financial and
business matters and is capable of evaluating the merits and risksr'
of investing in this Bond, including as to its taxability or non-
taxability (2) it is familiar with the finances and government oP " <
the Issuer and with the terms of the Bond Resolution and has access
to the same kind of information that would be contained in an '„s+
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s official statement or to Article VII, similar document including matters pertaining
Section 12, Florida Constitution, to the extent
that the Issuer possesses such information or can acquire it
without unreasonable effort or expense, and
wa (3) it has had '
r€ to Purchasing this Bond, the opportunityto ask Prior
receive answers from the Issuer concernig terms and conditiand to
ons of
and to s x , the Bond Resolution and this Bond
j
onal
information relating to the financial data f the tIssuerain dandisuch
+ � - monies led Pledged as security,P g y, to the extent that such persons can
acquire it without unreasonable expense or effort, as it has deemed
necessary or appropriate.
Should it become necessary !
attorney, the Issuer hereby agrees to
this Bond through an
collections, including a reasonable attorneyes pa thcost fee iof all ncurred prior
such
to suit, or after suit, and in all court proceedings, including
bankruptcy and appellate courts, except that such costs and
attorneys fees shall be payable only from the Pledged Revenues and
other sources referred to above. In no event shall there be
recourse to any other
r assets of any kind whatsoever.
i This Bond may b I
may be made only u n whole, or in part. Transfer
Registrar, duly end to the City Clerk as
attorney together with tran a is duly authorized
address and federal employer ning the name, '.
transferee. Upon such transfer a new of the
delivered to the transferee, and any insta ecuted and
interest theretofore paid shall be f ncipal and
shall be made only to a bank noted there h transfers
J company or other financial institution unless atthe insurance
provided with an opinion of counsel that such transfer will not
violate any applicable securities laws. There shall be no charge
for any such exchange or transfer of the Bond, but the Issuer may
require payment of a sum sufficient to pay any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer.
This Bond is issued with the intent that the laws of the State
of Florida shall govern its construction.
All acts, conditions and things required by the Constitution
and laws of the State of Florida, the Act and the resolutions of
the Issuer to happen, exist and be performed
the issuance of this Bond have ha the to and in
performed as so required. PPened, exist and have been
10 -
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THE`1-9SUER, BY EXECUTION HEREOF, AND THE HOLDER, Y ACCEPTANCE
HEREOF, MUTUALLY AND WILLINGLY WAIVE THE RIGHT TO A TRIAL BY JURY
OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR
ARISING IN THE FUTURE INCLUDING, WITHOUT LIMITATION, ANY AND ALL
CLAIMS, AND INTERVENOR'S CLAIMS WHETHER ARISING FROM OR RELATED TO
THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THE TRANSACTIONS TO
WHICH THIS BOND RELATES.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be
signed by its authorized MAYOR, City Manager and its City Clerk- y° yy
Auditor and the official seal of the Issuer to be impressed hereon,
all as of the date set forth above. 77
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ATTEST: Robert Flatley, City Manager
(SEAL)
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Wanda Mullikin, C - ll am Hyde, Mayor
Auditor "
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APPROVED AS TO FORM AND S+24
CORRECTNESS: r;'
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Frank C. Adler, City Attorney �'�'-
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CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
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This Bond is one of the issue of the within-described Bonds. The
rate of interest, maturity date, registered owner and principal
amount shown above are correct in all respects and have been
recorded, along with the applicable Federal Employer Identification j
Number and the address of the registered owner, in the Bond
Register maintained at the principal offices of the undersigned.
i
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CITY OF DANIA, FLORIDA
AS BOND REGISTRAR
ized Signature
July 1, 1992
Date of Authentication i
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FOR VALUE RECEIVED, the undersigned
the "Transferror" ,
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hereby sells, assigns sn and and transfers unto
( (Please insert; name and social i
Security or Federal Employer Identification Number of assignee) the
jwithin Bond and all rights thereunder, and hereby irrevocably
j constitutes and appoints
(the "Transferee") as attorney to register the transfer of the F -
within Bond on the books kept for registration thereof, with full
power of substitution in the premises.
Date
Signature Guaranteed:
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NOTICE: Signature(s) m s D
be guaranteed by a member
firm of the New York Stock
Exchange or a commercial
bank or a trust company
NOTICE: No transfer will be registered and no new Bond will be
issued in the name of the Transferee, unless the signature(s) to
this assignment corresponds with the name as it appears upon the
face of the within Bond in every particular, without alteration or
enlargement or any change whatever and the Social Security or
Federal Employer Identification Number of the Transferee is
supplied.
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EXHIBIT "B"
ASSIGNMENT OF CITY OF DANIA SALES TAX REVENUE
BONDS, SERIES 1992
THIS ASSIGNMENT is executed by the City of Dania,
Florida, (the "Issuer") this day of June, 1992 .
W I T N E S S E T H
WHEREAS, the Issuer has issued its $750, 000 Sales Tax
Revenue Bond to Sun Bank/South Florida, National Association (the
"Bank") Dated May _, 1992 a copy of which is attached hereto as
Exhibit "A" (the "Bond") ; and k
WHEREAS, the Issuer desires to assign to the Bank as E
security for the Issuer' s obligation to pay all sums due under the
Bond the half-cent sales tax revenues and investment income thereon {
to be received pursuant to Chapter 218, Florida Statutes and other I!
applicable law (the "Pledged Revenue") . 4
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NOW THEREFORE, in consideration of the loan by the Bank
to the Issuer evidenced by the Bond, the Issuer hereby grants
bargains, sells, assigns, transfers, and sets over unto the Bank
all of the right, title and interest in and to the Pledged Revenue
as defined herein and grants unto the Bank a security interest
therein for the purpose of securing the Issuer's full and prompt
payment of all sums due under the Bond.
I `
Attest: j
(SEAL)
By:
Robert Flatley, City Manager
Ile-
Wanda Mullin, City Clerk- William Hyde, Mayor
Auditor
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I HEREBY CERTIFY THAT I HAVE p.
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APPROVED THE FORM AND
CORRECTNESS HEREOF:
Frank C. Adler, City Attorney
o:\City of OoninWania #1 r
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March 25, 1992
Ms. Marla Jabalee
Finance Director
Clty of Dania
100 Nest Dania Beach Boulevard
Dania, FL 37004 -
Door Me. Jabalee:
Sunnank/South Florida, National Association Is pleased to submit
the following commitment to land to the City of Dante. The
following represents the general terms and conditions of this -
commltmunt] - '
PACILTTYs $750,000 Non-revolving Line of Credit
'.; The issue is anticipated to be Tax-Exempt, Bank -
Qualified. In the event the issue becomes Non-Bank
Qualified, the rate will be adjusted In accordance
-:1 with our normal "gross-up" provisions (e00
attachment) .
TERMS Intorest only during construction period of up to '
one year. Thereafter, quarterly principal plus c
monthly interest payments to fully amortize over
five (5) years under Option 1 or ten (10) years
under Option 2. The total term, Including the -
conutructlon porlod, is five (5) years or ton (10) 1
years. Construction drawn in minimum amounts of
$50,000.
.I No pro-payment penalty. 'r•'r`'
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RATE: Option 1: 67% (Base Percentage) of Prime, floating - ---, -
i (4.361 today), or
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5.75%, fixed. > z,
Option 2, 67% (Base Percentage) of Prime, floating
(4.36t today), or
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5.751, fixed for five years. At the and
of live yearn the rate will bo adjusted,
at the borrower's option, to either 1)
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90% of the then current Prime rate and
j fixed for the remaining five years, or 2)
70% of Prime, floating.
PURPOSr: To provide financing to repair the City's fishing
pior 1/a/o $500,000 and for various capital
t :{ Improvements, acceptable to the Bank and Bond
i Counsel, 1/s/o $250,000 (capital improvements will
need to be ldentified by resolution) . I
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` i SECURITY: A pledge of and first Ilan on the city'■ half-cent - -
sales taxes.
COVENANTS: Pledged revenues must provide a minimum 1.50t1.00
debt service coverage (detlnod an the previous IT
months collection of salon taxes divided by total .
debt service secured by sales taxes) . Parity Ilona
to thin nonition will not be allowed.
_ COND1T1ONSt THETOWN BY EXECUTION HEREOF, AND THE LENDER, BY y
ACCEPTANCE HEREOF, MUTUALLY AND WILLINGLY NAIVE THE I
RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS MADE
BETWEEN THEM WHETHER NOW EXISTING OR ARISING IN THE :+ "
FUTURE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
CLAIMS, AND INTERVENOR'S CLAIMS WHETHER ARISING
- FROM OR RELATED TO THE NEGOTIATION, EXECUTION, AND . .
PERFORMANCE OF THE TRANSACTIONS TO WHICH THIS
COMMITMENT LETTER RELATES.
LEGAL FEESi All attorney's fees shall be the rosponsibility of
the City Including City attorney's, Bond Counsel's,
`I and Bank's counsel's fees. The Bank will require
an opinion from Bond Counsel regarding the tax-
exempt status of the note, validity of issuance,
enforceability of documents, and other pertinent
issues. The City may provide it'a own Bond counsel
acceptable to the Dank. Bank's counsel fees for
rupreeonting the Bank are approximately i7,500. If
the City desires Bank's counsel to act also as Bond _
counsel an appropriate foe will be determined. The
City agrees that should this loan fail to clone for -
any reason other than the arbitrary refusal of the
Bank, that the Bank shall be entitled to be
reimbursed for all of its out-of-pocket expenses, I +
Including costa and reasonable foes incurred by the
Dank's counsel. The City understands that such
expenses shall be duo and payable upon receipt of
II the billing statement.
This comamitment letter outlines the general terms and conditions of -
the proposed lending agreement between the City of Dania and
SunBank/South Florida, National Association. The terms and
i
conditions shown on the attachment are on Integral part of this -
commitment. This loan Is subject to the completion of
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documrntatlun prepared by Dond Counsel or Banks counsel detailing
all terms and conditiona mutually road upon by the City and the
ag
^� Bank including An opinion that the Bonds are tax-exempt. The
documentation is subject to review and acceptance by the Bank and - -
its counael .
1 - IF THIS OFFER IS NOT ACCEPTED BY THE CITY COMMISSION ON OR BEFORE ,
MARCH 30, 1992, THE OFFER WILL EXPIRE UNLESS EXTENDED BY THE BANK. ,
IF ACCEPTED, THE FACILITY MUST CLOSE BY APRIL 30, 1992 OR THE OFFER
WILL EXPIRE UNLESS EXTENDED BY THE BANX. c}
-� We sincerely appreciate the opportunity to serve the City of Dania
and loot forward to hoaring from you. Please sign below upon '
Acceptance end return the original to my attention. If you have
'! any questions, ploase call Me at (407) 035-2647.
i
Sincerely,
S!c a J.
Sonior Vi President
Corporate Banking Division
SIGNED AND ACCEPTED THIS 30 DAY OF , 1992.
Y 1..
CITY OF DANIA
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ATTACHMENT CONTAINING OTHER RLQVIRZMENTs, "
COVENANTS, AND DEFINITIONS
This attachment in an Integral part of SunBank'e commitment letter
to the City of Dania (the "Borrower") dated Xarch 25, 1992 and is -
to be eonaidered a part thereof.
1. "Prime Rate" shell moan the annual Interest rate announced by
SunBenks, lnc. , from time to time, as its Prime Rate, which
Interest rate is only a bench mark, is purely discretionary
and to not necessarily the beet or lowest Interest rate
charged borrowing customers of any subsidiary bank- of .
Suneanke, Inc. Today, March 25, 1992, the Prime Rate of _
SunBanks, Inc, is 6.50%,
2. "Bank Qualifled Tex-Exom t Obligation' shall have the same
meaning as In Section 65(b)( ) o1 the Internal Revenue Code. i
The obligation must quality for the Preference Reduction Rate 1
of 20% as defined in 012 below.
3. The Base Porcentago in the percentage of Prime upon which the
Interest Rate is determined. The Base percentage, or the
Fixed Rate if chosen, shall be adjusted, as sot forth on 112 : +
below, in the event of a change in the Maximum Corporate Tax
Rate, the Preference Reduction Rate, or the Qualified Tax-
Exempt "Lotus of the obligation.
4. Interout shell be calculated on the basis of a throe-hundred - : .
W Ly ( 60) day year for the actual number of days elapsed. -
�� 5. This loan shall be cross defaulted with all current and future
outstanding Bonds or obligations of the Borrower. The Bank � ' �.••'
shall be entitled to review bond Indentures at any time.
` 6. Disbursement of Loan Proceeds shall be within the control of
Lhe Borrower provided, however, that the Borrower shall not
apply any of the proceeds of the loan for a purpose other than _
an set forth in this commitment letter without the prior
written consent of the Bank.
I 7. Arbitrage Reams ne�lbility. The Borrower shall assume whatever
responaibi11ty and take whatever action Is necessary to assure
that the loan will not constitute an "Arbitrage Loan" under ? -
the provision of Section 148 of the Code. Additionally, the
Borrower shall covenant to comply with any and all robate
requirements contained in Section 148 of the Code. i
i 8. Interest Rate Limitation. If required, the Borrower shell
to a whatever action is necessary in order to comply with the
- .i provisions of Section 215.84, Florida Statutes, relating to
maximum rate of Interest including, but not llmlted to, the
filing of a request with the State Board of Adminiotration for
authorization of the interest rate provided herein, if such -
Interest rate is in excess of the maximum rate. -
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9 . Interest Rate if Lonn Becomes Taxable. If the loan li deemed
4 u "Quallflsd Tax Exempt" obligetlon and the loan in Issued at
11 a tax-exempt rate, but lntor the intorbat on the loan becomes
3 taxabl<t for whatever reason, than iho loan will beer Interest t
from the earliest effective date an of which Intorant payable 1
on the loan is includable In the grove income of the Bank at
a Variable Rate per annum equal to the Prime Rate plus one
adjusted daily on the date Changes in the Prima Rate are i
announced (the "Taxable Rate") . The Borrower shell also pay
any additions to tax, penalties, and any interest on the loan
and its gross income for Federal Income Tax purposes, and any
arrears In interest resulting from a determination of -
taxability. Any penalties in the form of interest or
otherwise shall be paid by the Borrower on the next succeeding
interest payment date.
10, The Borrower shall comply with and 9gree to such other
covenants, terms, and conditions, that may be reasonably -
required by the Bank and its counsel and are cuotomary In tax-
exempt financings of this nature. These covenants would
Include, but not be limited to, covenants regarding
compliance with laws and regulations, and remedies In the
event of default. -
11. It Is understood that the commitment letter set forth heroin
is conditioned upon the accuracy of Information provided to
the Bank by the Borrower and the continued financial strength -
of the Borrower. Any misrepresentation or false statement of
material fashion made by the Borrower to induce this loan
commitment or any material adverse change in the financial
condition of the Borrower will be sufficient cause for the
Lander to terminate this Commitment.
- 12. The Savo Percentage or Fixed Rate shall be adjusted '
automatically as of the effective date of any change In the
Maximum Corporate Tax Rate, presently 34%, or In the
Preference Reduction Rate, presently 20%, (hereinafter
defined) based upon the following calculations. Provided,
however, if the loan In not a Qualified Tax-Exempt Obligation _
within the moaning of Section 265(b)(3) of the Code on the
- � dsto of funding, or 1f the loan at any time subsequent to
funding no longer quallflas an a "Qualified Tax-Exempt
Obligation," then the Preference Reduction Rate (hereinafter
defined) shall be adjusted as of the date of funding of the
jloan or as of such subsequent date, as the case may be. -
Upon the occurrence of any of the foregoing events, the Base
Percentage or Fixed Rate shall be adjusted to the product
obtained by multiplying the Base Percentage or Fixed Rate by ..
a fraction, the numerator of which Is equal to the product of f
I the "Fully Taxable Equivalent" times one minus the Maximum
Corporate Tax Rate in effect as of the day of adjustment, plus
the TEFRA Adjustment (hereinafter defined) in effect as of
the date of adjustment, and the denominator of which is
equal to the product of the "Fully Taxable Equivalent" times
one minus the Maximum Corporate Tax Rate In effect as of the
date of funding of the loan plus the TEFRA Adjustment
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(hereinafter defined) In affect as of the date of tong of 'the loon.
For the purposo hereof (1) "TEFRA Adjustment' moans an
adjustment equal to the product of the following, Cost of
r` Funds multiplied by the applicable Maximum Corporate Tax Rat*
multiplied by the applicable Preference Reduction Rate; (2)
'•Coat of Funds" means one hundred (100) multlpllcd by a
fraction, the numerator of which 1e Oqual to the total
Interest expense of SunTruet Banks, Inc., for the immediately
preceding tax year and the denominator of which In equal to
3 the average total assets of SunTruet Banks, Inc. , but at no
11 time will be determined to exceed the cost of Fed Funds; (3) ✓'�
�1 "Preference Reduction Rate" means the percontage reduction tof`1¢�
be applied to the &mount allowable as a deduction under
Chapter I of the Code with respect to any financial
Institution preference Stem (as Such term 10 defined In
Section 291(0) of the code); (4) -Fully Taxable Equivalent" iwr means the Prime Rate expressed as a number and not as a
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porentagO (for example, If the "Prime Rate" fe 91, the Fully �
Taxable Equivalent Is nine (9)1 and (S) "Prlmo Rate" shall ��'���•'
moan th0 annual Interest rate announced by SunBanks, Inc. , 1 r
from time to time, as its Prime Rate (which Interest rate Is only a bench mark, in purely discretionary
and to not
necessarily the beat or lowest interest rota charged borrowing Customers of any subsidiary bank of SunBanks, Inc,), a b«
13. It, after the date of this Agreement, the Bank shall have docormined that the adoption of any applicable law, rule or
regulation rogarding capital adequacy, or any change therein, „lzt,41_
or any change In the Interpretation or administration thereof "n"
by any governmental authority, central bank or comparable agOncy charged with Interpretation or administration thoroof,
or compliance by the Bank with any request or directive
regarding capital adequacy (whether or not having the force ofw' . .
law) of any such authority, reduces the rate of return on the Bank•& capital, on this credit facility or Otherwise, as a
consequence of Its obligations hereunder toe level below that which the bunk could have achieved but for such adoption,
change or compliance taking into consideration the Banks '� '~•
Policies (with respect to capital uae b ads
q Y) Y an amount
doomed by the Bank to be material, then from time to time,
promptly upon demand by the Bank (with a co
the borrower shall pay the Bank such additional amount for
amounts ae will compensate the Rank for such reduction.
A certificate of tho Bank as to any such additional amount or
amounts, In the absence of manifest error, shall be final and
conclusive. In determining such amount, the bank may use any
reasonable averaging and attribution methods.
It. The Bank at its Dole discretion will he allowed to assign or participate all or any portion Of this debt obligation to any F other financial Institution or accredited investor.
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$750, 000
City of Dania
Sales Tax Revenue Bonds,
Series 1992
PUBLIC MEETING CERTIFICATE - J
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Each of the undersigned, the City Commissioners of the City of
Dania, Florida (the "City Commission") does hereby certify that he
or she did not meet with any one or more other members of the City � •
Commission or hold any deliberations or reach any prior conclusion
as to whether the actions taken by the City Commission (including,
but not limited to, the adoption of Resolution No. 50-92) with
respect to the issuance of the above-referenced Bond should or wt
should not be taken by the City Commission or should not be y,r,
recommended as an action to be taken or not to be taken by the a
except at public meetings of the City Commission held (after due
notice to the public was given in the ordinary manner required by
law and custom of the City Commission) in compliance with all
J applicable legal requirements including Section 286. 011, Florida
Statutes.
IN WITNESS WHEREOF we have hereunto affixed our official
signatures as of the 9th day of June, 1992 .
j
1 William Hydbl, Mayor
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Bob Mikes, V 'ce Ma or i.
Jo ino, Commissioner
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Robert Donly, CdT6missioner
Bobbie Grace, Commissioner
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