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HomeMy WebLinkAboutR-1998-041 RESOLUTION NO. 41-98 A RESOLUTION OF THE CITY OF DANIA, FLORIDA APPROVING THE TERMS AND CONDITIONS OF A PROMISSORY NOTE GIVEN TO REPUBLIC SECURITY BANK IN THEAPPROXIMATE PRINCIPAL SUM OF$220,000.00 FOR THE PURCHASE OF A CERTAIN PIECE OF PROPERTY FOR A CITY FIRE STATION (SUCH PROMISSORY NOTE BEING SOLELY PAYABLE FROM NON-AD VALOREM FUNDS); DIRECTING THE PROPER CITY OFFICIALS TO EXECUTE ALL REQUIRED LOAN DOCUMENTS; AUTHORIZING MINOR REVISIONS TO THE LOAN DOCUMENTS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE THEREFOR. WHEREAS,the City of Dania has previously approved the purchase of property for use as a fire station; and, WHEREAS, in order to effectuate such purchase, Dania wishes to execute a Promissory Note with Republic Security Bank in the approximate principal amount of $220,000.00; and, 1 WHEREAS, it is necessary and in the best interest of Dania to borrow said moneys from and to issue the Promissory Note to a bank by a negotiated private placement sale because of the small principal amount of the Promissory Note, the nature of the Promissory Note,the terms of the Promissory Note,the limited marketability of the Promissory Note, prevailing interest rates, and the high costs which would be incurred in conducting a competitive bid of the Promissory Note; and, WHEREAS, Dania has negotiated with Republic Security Bank('Bank")for the private placement negotiated issuance by Dania of the Promissory Note to the Bank upon the terms set forth in the Exhibit attached to this Resolution,and the negotiated private placement of the Promissory Note with the Bank, upon said terms, is in the best interests of Dania for the reasons stated above; and, WHEREAS, the approximate term of such promissory obligation is fifteen (15) years and interest thereon will be fixed for the first ten(10)years at approximately 5.10% and then adjusted thereafter at 60%of The Wall Street Journal-Eastern Edition Prime Rate; and, WHEREAS, the principal, interest, and all other sums payable by the City of Dania pursuant to the aforesaid Promissory Note shall be paid solely from non-ad valorem RESOLUTION NO.41-98 i funds lawfully available during this Fiscal Year and each Fiscal Year thereafter that the City has an obligation to pay such principal, interest, and other such sums pursuant to such Promissory Note; and, WHEREAS, neither the full faith and credit nor the taxing power of the City of Dania are or shall be pledged to the payment of the Promissory Note's principal, interest, or other sums payable, and no holder or other person shall, on account of such Promissory Note, have any right to compel the exercise of the ad valorem taxing power of the City of Dania on any form of real or personal property to pay the principal, interest, or any other sums payable pursuant to such Promissory Note; NOW, THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA, THAT: SECTION 1: The foregoing findings are hereby approved and incorporated herein by reference. SECTION 2: The terms and conditions of the Promissory Note from the City of Dania to Republic Security Bank, as substantially set forth in Exhibit"1" hereto, be and the same are hereby approved. SECTION 3: The Mayor, Manager, and City Clerk, with the concurrence of either(i) Special Counsel Timothy Ryan (the attorney closing the property transaction), (ii) City Attorney Thomas J.Ansbro, or(iii)Assistant City Attorney Donald J. Lunny, Jr. are hereby directed to execute all required Loan Documents, and are hereby further authorized to make minor changes to the Promissory Note as may be required to close same (such minor changes including being able to adjust the principal amount of the loan by one percent(1%), changing the term of the loan, or changing the initial fixed interest rate by .1% per annum, or making minor changes to the Promissory Note's language). SECTION 4: In approving the Promissory Note, the City agrees to be bound by the terms thereof. Specifically, for so long as the City has any financial obligations under such Promissory Note,the City covenants, agrees, and pledges that, commencing with the budget for the Fiscal Year commencing October 1, 1998, and in each Fiscal Year thereafter, to 11 appropriate in its annual budget, by budget amendment if necessary, from non-ad valorem funds lawfully available in each such Fiscal Year, amounts which, shall be sufficient to permit the City to pay its obligations in accordance with the provisions of the Promissory Note. Such covenant and agreement on the part of the City to budget and appropriate such amounts of non-ad valorem funds shall be cumulative to the extent not paid, and shall continue until such non-ad valorem funds in amounts sufficient to make all required payments shall have been budgeted, appropriated, and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate non-ad valorem funds. This covenant to budget and ~� 2 RESOLUTION NO. 41-98 I appropriate does not create a lien upon or pledge of the non-ad valorem funds, nor does it preclude the City from pledging in the future any of its non-ad valorem funds, nor does it require the City to levy and collect any particular non-ad valorem funds, nor it does give the holder of the Promissory Note a prior claim on the non-ad valorem funds as opposed to claims of general creditors of the City. This covenant to budget and appropriate non-ad valorem funds is subject in all respects to the payment of debt service on bonds and other debt instruments. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of imposing on the City the positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations under the Promissory Note, subject however in all respects to the restrictions of§166.241(3), Florida Statutes, as amended (or any successor provision), which provides that the amounts available from taxation and other services, including amounts carried over from prior fiscal years, must equal the total appropriation for expenditures and reserves; and subject further to the payment of services and programs which are for essential public services affecting the health, welfare, and safety of the inhabitants of the City or which are legally mandated by applicable law. Non-ad valorem funds means all revenues of the City derived from any source other than ad valorem taxation on real property or tangible personal property, which are legally available to make payments required under the Promissory Note, but only after provision has been made by the City for the payment of the costs of services and programs which are for essential public service purposes affecting the health, welfare, and safety of the inhabitants of the City or which are legally mandated. ALL PRINCIPAL, INTEREST, AND OTHER SUMS WHICH ARE THE CITY'S FINANCIAL OBLIGATIONS INCURRED PURSUANT TO THE AUTHORIZED PROMISSORY NOTE SHALL BE PAYABLE SOLELY FROM NON-AD VALOREM FUNDS. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OF DANIA ARE OR SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL, INTEREST, OR OTHER SUMS PAYABLE HEREUNDER. THE HOLDER AND NO OTHER PERSON SHALL, ON ACCOUNT OF THIS PROMISSORY NOTE, HAVE ANY RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OF DANIA ON ANY FORM OF REAL OR PERSONAL PROPERTY THEREIN TO PAY THE PRINCIPAL, INTEREST, OR ANY OTHER SUMS PAYABLE HEREUNDER. SECTION & Should any section, paragraph, sentence, clause, phrase or other part of this Resolution be declared by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of this Resolution as a whole or any portion or part thereof, other than the part so declared to be invalid. SECTION 6: This Resolution shall be in force and take effect immediately upon its passage and adoption. f) 3 RESOLUTION NO. 41-98 A i PASSED AND ADOPTED this 24 day of March , 1998. MAYOR - COMMISSIONER ATTEST: CITY CLERK - AUDITOR Approved for form an orrectnes By: , Assist City Attor G:\WPFILESUULIE\Dania\Res\Republic Security nk Note Res 3/20198 G:\WPFILESVULIE\Dmia\Rcs\Republic Security Bank Note Rea 320198 4 RESOLUTION NO. 41-98 ADJUSTABLE RATE PROMISSORY NOTE f ..�+� THIS PROMISSORY NOTE CONTAINS PROVISIONS ALLOWING FOR CHANGES IN THE I INTEREST RATE TO BE CHARGED TO THE MAKER AND THE MONTHLY PAYMENTS TO BE MADE BY THE MAKER. $220,000.00 March 25, 1998 Dania, Florida FOR VALUE RECEIVED, the CITY OF DANIA, a Florida Municipal Corporation, promises to pay to the order of REPUBLIC SECURITY BANK the principal sum of TWO HUNDRED TWENTY THOUSAND AND NO/100TH (6220,000.00) DOLLARS, together with interest thereon from date at the rate of five and one tenth percent (5.108) per annum, WHICH SAID INTEREST RATE WILL CHANGE IN ACCORDANCE WITH THE PROVISIONS DESCRIBED BELOW. Interest will be calculated on a 360/Actual Day basis. Said principal and interest being payable in lawful money of the United States, at 4400 Congress Avenue, West Palm Beach, Florida 33407, or at such other place as the Holder thereof may designate in writing. Said principal and interest shall be payable as follows: I A. Principal and interest in forty (40) equal - installments of FIVE THOUSAND TWO HUNDRED NINETY- FIVE AND 05/100TH ($5,295.05) DOLLARS cash shall be due and payable on the 25th day of June, 1998 and on the 25th day of each consecutive quarter thereafter through and including March 25, 2008. I B. The principal and interest payments required to be paid, pursuant to Paragraph A above, shall be due and payable as stated in said Paragraph A, and continuing until said principal and interest have been paid in full; PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CHANGES IN THE INTEREST RATE UNDER THE TERMS OF THIS ADJUSTABLE RATE PROMISSORY NOTE (HEREINAFTER REFERRED TO AS "PROMISSORY NOTE") WILL CAUSE CHANGES IN THE REQUIRED MONTHLY PAYMENTS OF INTEREST, PURSUANT TO PARAGRAPH A ABOVE. THE HOLDER OF THIS PROMISSORY NOTE WILL DETERMINE THE NEW INTEREST RATE AND THE CHANGED AMOUNT OF EACH INTEREST INSTALLMENT PAYMENT, IN ACCORDANCE WITH THE TERMS AND PROVISIONS DESCRIBED BELOW. ANY CHANGES IN THE INTEREST RATE SHALL HEREAFTER BE REFERRED TO AS THE "NEW INTEREST RATE." -- C. On the 25th day of March of each year during the term of this Promissory Note (commencing with March 25, 2008), the Holder shall determine the Prime Lending Rate as published in the New York Wall Street Journal. A rate equal to sixty percent (60%) of the New York Published Prime Lending Rate on that date shall become the NEW INTEREST RATE to be 1 charged prospectively during the next succeeding f calendar year, under the terms of this Promissory Note, to be effective, as the case may be, as of the 25th day of March. D. The interest portion of each monthly installment payment, as determined in accordance with Paragraphs A and B above and as redetermined in accordance with Paragraph C above, shall continue to apply as against the unpaid principal balance due and owing until the next NEW INTEREST RATE has been redetermined in accordance with Paragraph C above. ' E. In all events, the final payment of principal plus accrued interest under the terms of this Promissory Note shall be made on March 25, 2013. The sums for which the City is obligated to pay hereunder shall be derived solely from non-ad valorem funds lawfully available during this Fiscal Year and each Fiscal Year thereafter that the CITY has the obligation to pay such principal, interest, and other sums hereunder. Non-ad valorem funds means all revenues of the CITY derived from any source other than ad valorem taxation on real property or tangible personal property, which are legally available to make payments required herein, but only after provision has been made by the CITY for the payment of the costs of services and - programs which are for essential public service purposes affecting the health, welfare, and safety of the inhabitants of the CITY or which are legally mandated. For so long as the CITY has any financial obligations hereunder, the CITY hereby covenants, agrees, and pledges that, commencing with the budget for the Fiscal Year Commencing October 1, 1998, and in each Fiscal Year thereafter, the CITY shall appropriate in its annual budget, by budget amendment if necessary, from non-ad valorem funds lawfully available in each such Fiscal Year, amounts which shall be sufficient to permit the CITY to pay its obligations in accordance with the provisions of this Promissory Note. Such covenant and agreement on the part of the CITY to budget and appropriate such amounts of non-ad valorem funds shall be cumulative to the extent not paid, and shall continue until such non-ad valorem funds in amounts sufficient to make all required payments shall have been budgeted, appropriated, and actually paid. Notwithstanding the foregoing covenant of the CITY, the CITY does not covenant to maintain any services or programs, now provided or maintained by the CITY, which generate non-ad valorem funds. This covenant to budget and appropriate does not create a lien upon or pledge of the non-ad valorem funds, nor does it preclude the CITY from pledging in the future any of its non-ad valorem funds, nor does it require the CITY to levy and collect any particular non-ad valorem funds, nor does it give the Holder a prior claim on the non-ad valorem funds as opposed to claims of general creditors of the CITY. This -2- I covenant to budget and appropriate non-ad valorem t funds is subject in all respects to payment of debt service on bonds and other debt instruments. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of imposing on the CITY the positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject however in all respects to the restrictions of S166.241(3) , Florida Statutes, as amended (or any successor provision), which provides that the amounts available from taxation and other services, including amounts carried over from prior Fiscal - Years, must equal the total appropriations for expenditures and reserves; and subject further to the payment of services and programs which are essential public services affecting the health, j welfare, and safety of the inhabitants of the CITY l or which are legally mandated by applicable law. The CITY hereby irrevocably and unconditionally: (a) waives presentment for payment, demand, notice of demand, notice of nonpayment, or dishonor, protest and notice of protest of this Promissory Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Promissory Note, (b) consents to all extensions of time, renewals, postponements of time of payment of this Promissory Note or other modifications hereof, from time to time or after the maturity date hereof, whether by acceleration or in due course, without notice, consent or consideration to any of the foregoing, (c) agrees that the Holder shall not be required first to institute any suit, or to exhaust its remedies against the undersigned Maker in order to enforce the payment of this Note, and (d) waives the right to trial by jury if any suit be brought to enforce or challenge the validity or enforcement of this Promissory Note. In addition to the payments of principal and interest required to be paid under the terms of this Promissory Note, if there be a default under the terms of this Promissory Note, the Holder shall be entitled to recover from the Borrower all of the Holder's costs of collection, including the Holder's reasonable attorney fees, whether for services incurred in collection, litigation, bankruptcy proceedings, appeals or otherwise, and all other costs incurred in connection therewith. All payments required to be paid under the terms of this Promissory Note shall first be applied to costs that may be due from the Maker to the Holder, as aforesaid, and then shall be applied to interest due and owing, and the remainder shall be applied to principal due and owing under the terms hereof. 1 -3 In the event that any sums of money due under the terms of this Promissory Note shall not promptly and fully be paid within fifteen (15) days next after the same severally becomes due and payable, or in the event of any other default under the terms of this Promissory Note, the entire principal indebtedness evidenced hereby, together with all arrearages of interest hereon and other sums due hereunder, shall, at the option of the Holder hereof, become due and payable immediately, without presentation, demand or further action of any kind, and execution may forthwith issue for the collection of same. In addition, during any period that the Maker of this Promissory Note is in default under the terms and provisions of this Promissory Note, interest shall accrue on the unpaid principal balance at the maximum rate of interest allowable under the laws of the State of Florida. i Provided that the Holder has not exercised its right to accelerate the payment of this Promissory Note, as hereinabove provided, a late charge of five (5%) percent of any payment required hereunder shall be imposed on each and every payment not received by the Holder within I fifteen (15) days after it is due. The late charge is not a penalty, } but liquidated damages to defray administrative and related expenses due to such late payment. The late charge shall be immediately due and payable and shall be paid by the Maker to the Holder without notice or demand; provided, however, under no circumstances shall any such late charge be imposed which shall be in excess of the maximum legal interest rate chargeable under Florida law. All principal, interest, and other sums which are the CITY'S financial obligations incurred pursuant to this promissory note shall be payable solely from non-ad valorem funds. Neither the full faith and credit nor the taxing power of the CITY OF DANIA are or shall be pledged to the payment of the principal, interest, or other sums payable hereunder. The holder and any other person shall not, on account of this promissory note, have any right to compel the exercise of the ad valorem taxing power of the CITY OF DANIA on any form of real or personal property therein to pay the principal, interest, or any other sums payable hereunder. The CITY irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Promissory Note may be brought, at the option of the Holder, in either the Circuit Court of the 17th Judicial Circuit of Florida or the County Court in and for Broward County, Florida, or in the United States District Court for the Southern District of Florida; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which the CITY may have to the laying of venue of any such suit, action or proceeding in any of such courts. Notwithstanding any provision herein, the total liability for payments in the nature of interest shall not exceed the limits now imposed by the usury laws of Florida, and any amount paid in excess thereof shall be applied to the unpaid principal balance. Such application shall be made to future installments of principal in the inverse order of their maturity and shall not change or modify the payments next due but shall accelerate the final maturity date. In the ( event of the acceleration of this Promissory Note, the total charges for interest and in the nature of interest shall not exceed the maximum amount allowed by law, and any excess portion of such charges that may have been prepaid shall be refunded to the CITY at the time of acceleration. Such refund may be made by application of the amount involved against the sums due hereunder, but such crediting shall not cure or waive the default occasioning acceleration. _4- The CITY may prepay the principal amount outstanding, in whole or in part, at any time. This Promissory Note shall be construed, interpreted, enforced, and governed by in accordance with the laws of the State of Florida. If any provision or portion of this Promissory Note is declared or found by such a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Promissory Note, and the remaining provisions and portions thereof shall continue in full force and effect. The CITY waives the right to trial by jury if any suit be brought to enforce or challenge the validity or enforcement of this Adjustable I'. Rate Promissory Note and agrees to not modify env of the terms of this Note, including interest rate or payment amounts. THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAID, AND THE i PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED TO THIS PROMISSORY NOTE. THE CITY OF DANIA a Florida Municipal Corporation By: JIM CALI Mayor-Commissioner ATTEST: i MARIE J. JABALEE City Clerk-Auditor MICHAEL SMITH City Manager APPROVED BY: THOMAS J. ANSBRO City Attorney -5- ADJUSTABLE RATE PROMISSORY NOTE THIS PROMISSORY NOTE CONTAINS PROVISIONS ALLOWING FOR CHANGES IN THE INTEREST RATE TO BE CHARGED TO THE MAKER AND THE MONTHLY PAYMENTS TO BE MADE BY THE MAKER. $220,000.00 March 25, 1998 Dania, Florida FOR VALUE RECEIVED, the CITY OF DANIA, a Florida Municipal Corporation, promises to pay to the order of REPUBLIC SECURITY BANK the principal sum of TWO HUNDRED TWENTY THOUSAND AND NO/100TH ($220, 000 . 00) DOLLARS, together with interest thereon from date at the rate of five and one tenth percent (5. 10%) per annum, WHICH SAID INTEREST RATE WILL CHANGE IN ACCORDANCE WITH THE PROVISIONS DESCRIBED BELOW. Interest will be calculated on a {)360/Actual Day basis. Said principal and interest being payable in lawful money of the United States, at 4400 Congress Avenue, West Palm Beach, Florida 33407, or at such other place as the Holder thereof may designate in writing. Said principal and interest shall be payable as follows: A. Principal and interest in forty (40) equal installments of FIVE THOUSAND TWO HUNDRED NINETY- FIVE AND 05/100TH ($5, 295 . 05) DOLLARS cash shall be due and payable on the 25th day of June, 1998 and on the 25th day of each consecutive quarter thereafter through and including March 25, 2008 . B. The principal and interest payments required to be paid, pursuant to Paragraph A above, shall be due and payable as stated in said Paragraph A, and continuing until said principal and interest have been paid in full; PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CHANGES IN THE INTEREST RATE UNDER THE TERMS OF THIS ADJUSTABLE RATE PROMISSORY NOTE (HEREINAFTER REFERRED TO AS "PROMISSORY NOTE") WILL CAUSE CHANGES IN THE REQUIRED MONTHLY PAYMENTS OF INTEREST, PURSUANT TO PARAGRAPH A ABOVE. THE HOLDER OF THIS PROMISSORY NOTE WILL DETERMINE THE NEW INTEREST RATE AND THE CHANGED AMOUNT OF EACH INTEREST INSTALLMENT PAYMENT, IN ACCORDANCE WITH THE TERMS AND PROVISIONS DESCRIBED BELOW. ANY CHANGES IN THE INTEREST RATE SHALL HEREAFTER BE REFERRED TO AS THE "NEW INTEREST RATE. " C. On the 25th day of March of each year during the term of this Promissory Note (commencing with March 25, 2008) , the Holder shall determine the Prime Lending Rate as published in the New York Wall Street Journal . A rate equal to sixty percent (60%) of the New York Published Prime Lending Rate on that date shall become the NEW INTEREST RATE to be -1- I i ,l charged prospectively during the next succeeding calendar year, under the terms of this Promissory Note, to be effective, as the case may be, as of the 25th day of March. D. The interest portion of each monthly installment payment, as determined in accordance with Paragraphs A and B above and as redetermined in accordance with Paragraph C above, shall continue to apply as against the unpaid principal balance due and owing until the next NEW INTEREST RATE has been redetermined in accordance with Paragraph C above. E. In all events, the final payment of principal plus accrued interest under the terms of this Promissory Note shall be made on March 25, 2013. The sums for which the City is obligated to pay hereunder shall be derived solely from non-ad valorem funds lawfully available during this Fiscal Year and each Fiscal Year thereafter that the CITY has the obligatign to pay such principal, interest, and other sums 'hereunder. Non-ad valorem funds means all revenues of the CITY derived from any source other than ad valorem taxation on real property or tangible personal property, which are legally available to make payments required herein, but only after provision has been made by the CITY for the payment of the costs of services and programs which are for essential public service purposes affecting the health, welfare, and safety of the inhabitants of the CITY or which are legally mandated. For so long as the CITY has any financial obligations hereunder, the CITY hereby covenants, agrees, and pledges that, commencing with the budget for the Fiscal Year Commencing October 1, 1998, and in each Fiscal Year thereafter, the CITY shall appropriate in its annual budget, by budget amendment if necessary, from non-ad valorem funds lawfully available in each such Fiscal Year, amounts which shall be sufficient to permit the CITY to pay its obligations in accordance with the provisions of this Promissory Note. Such covenant and agreement on the part of the CITY to budget and appropriate such amounts of non-ad valorem funds shall be cumulative to the extent not paid, and shall continue until such non-ad valorem funds in amounts sufficient to make all required payments shall have been budgeted, appropriated, and actually paid. Notwithstanding the foregoing covenant of the CITY, the CITY does not covenant to maintain any services or programs, now provided or maintained by the CITY, which generate non-ad valorem funds. This covenant to budget and appropriate does not create a lien upon or pledge of the non-ad valorem funds, nor does it preclude the CITY from pledging in the future any of ® its non-ad valorem funds, nor does it require the CITY to levy and collect any particular non-ad valorem funds, nor does it give the Holder a prior claim on the non-ad valorem funds as opposed to claims of general creditors of the CITY. This -2- a covenant to budget and appropriate non-ad valorem 1 funds is subject in all respects to payment of debt service on bonds and other debt instruments. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of imposing on the CITY the positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject however in all respects to the restrictions of §166. 241 (3) , Florida Statutes, as amended (or any successor provision) , which provides that the amounts available from taxation and other services, including amounts carried over from prior Fiscal Years, must equal the total appropriations for expenditures and reserves; and subject further to the payment of services and programs which are essential public services affecting the health, welfare, and safety of the inhabitants of the CITY or which are legally mandated by applicable law. The CITY hereby irrevocably and unconditionally: (a) waives presentment for payment, demand, notice of demand, notice of nonpayment, or dishonor, protest and notice of protest of this Promissory Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Promissory Note, (b) consents to all extensions of time, renewals, postponements of time of payment of this Promissory Note or other modifications hereof, from time to time or after the maturity date hereof, whether by acceleration or in due course, without notice, consent or consideration to any of the foregoing, (c) agrees that the Holder shall not be required first to institute any suit, or to exhaust its remedies against the undersigned Maker in order to. enforce the payment of this Note, and (d) waives the right to trial by jury if any suit be brought to enforce or challenge the validity or enforcement of this Promissory Note. In addition to the payments of principal and interest required to be paid under the terms of this Promissory Note, if there be a default under the terms of this Promissory Note, the Holder shall be entitled to recover from the Borrower all of the Holder' s costs of collection, including the Holder' s reasonable attorney fees, whether for services incurred in collection, litigation, bankruptcy proceedings, appeals or otherwise, and all other costs incurred in connection therewith. All payments required to be paid under the terms of this Promissory Note shall first be applied to costs that may be due from the Maker to the Holder, as aforesaid, and then shall be applied to interest due and owing, and the remainder shall be applied to principal due and owing under the terms hereof. -3- In the event that any sums of money due under the terms of this Promissory Note shall not promptly and fully be paid within fifteen (15) days next after the same severally becomes due and payable, or in j the event of any other default under the terms of this Promissory Note, the entire principal indebtedness evidenced hereby, together with all arrearages of interest hereon and other sums due hereunder, shall, at the option of the Holder hereof, become due and payable immediately, without presentation, demand or further action of any kind, and execution may forthwith issue for the collection of same. In addition, during any period that the Maker of this Promissory Note is in default under the terms and provisions of this Promissory Note, interest shall accrue on the unpaid principal balance at the maximum rate of interest allowable under the laws of the State of Florida. Provided that the Holder has not exercised its right to accelerate the payment of this Promissory Note, as hereinabove provided, a late charge of five (5%) percent of any payment required hereunder shall be imposed on each and every payment not received by the Holder within fifteen (15) days after it is due. The late charge is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. The late charge shall be immediately due and payable and shall be paid by the Maker to the Holder without notice or demand; provided, howeverl under no circumstances shall any such late charge be imposed which (shall be in excess of the maximum legal interest rate chargeable under Florida law. All principal, interest, and other sums which are the CITY' S financial obligations incurred pursuant to this promissory note shall be payable solely from non-ad valorem funds. Neither the full faith and credit nor the taxing power of the CITY OF DANIA are or shall be pledged to the payment of the principal, interest, or other sums payable hereunder. The holder and any other person shall not, on account of this promissory note, have any right to compel the exercise of the ad valorem taxing power of the CITY OF DANIA on any form of real or personal property therein to pay the principal, interest, or any other sums payable hereunder. The CITY irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Promissory Note may be brought, at the option of the Holder, in either the Circuit Court of the 17th Judicial Circuit of Florida or the County Court in and for Broward County, Florida, or in the United States District Court for the Southern District of Florida; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which the CITY may have to the laying of venue of any such suit, action or proceeding in any of such courts. Notwithstanding any provision herein, the total liability for payments in the nature of interest shall not exceed the limits now imposed by the usury laws of Florida, and any amount paid in excess thereof shall be applied to the unpaid principal balance. Such application shall be made to future installments of principal in the inverse order of their maturity and shall not change or modify the payments next due but shall accelerate the final maturity date.. In the event of the acceleration of this Promissory Note, the total charges for interest and in the nature of interest shall not exceed the maximum amount allowed by law, and any excess portion of such charges that may have been prepaid shall be refunded to the CITY at the time of acceleration. Such refund may be made by application of the amount involved against the sums due hereunder, but such crediting shall not cure or waive the default occasioning acceleration. -4- ~� The CITY may prepay the principal amount outstanding, in whole or f in part, at any time. This Promissory Note shall be construed, interpreted, enforced, and governed by in accordance with the laws of the State of Florida. If any provision or portion of this Promissory Note is declared or found by such a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Promissory Note, and the remaining provisions and portions thereof shall continue in full force and effect. The CITY waives the right to trial by jury if any suit be brought to enforce or challenge the validity or enforcement of this Adjustable Rate Promissory Note and agrees to not modify any of the terms of this Note, including interest rate or payment amounts. THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAID, AND THE PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED TO THIS PROMISSORY NOTE. THE CITY OF DANIA j a Florida Municipal Corporation By: A, l ct�ti JIM CALI Mayor-Commissioner ATTEST: MARIE J. �A City Cle i or MI IT C' y an e APPROVED BY: H S J AN RO City At rney tow -5- �, y- 1 r i f i i ' I i i ,' �� „�