HomeMy WebLinkAboutR-1998-168 ( 1
RESOLUTION NO. 168-98
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
APPROV
ING THE TERMS AND CONDITIONS OF A
PROMISSORY NOTE GIVEN TO REPUBLIC SECURITY BANK
IN THE APPROXIMATE PRINCIPAL SUM OF $637,000.00 FOR
THE RENOVATION OF FIRE STATION #1 (SUCH
PROMISSORY NOTE BEING SOLELY PAYABLE FROM NOW
AD VALOREM FUNDS); DIRECTING THE PROPER CITY
OFFICIALS TO EXECUTE ALL REQUIRED LOAN
I DOCUMENTS; AUTHORIZING MINOR REVISIONS TO THE
LOAN DOCUMENTS; PROVIDING A SAVINGS CLAUSE; AND
PROVIDING AN EFFECTIVE DATE THEREFOR.
WHEREAS, the City of Dania Beach has previously approved the renovation of Fire
Station #1; and
WHEREAS, in order to effectuate such renovation, Dania Beach wishes to execute a
Promissory Note with Republic Security Bank in the approximate principal amount of
$637,000.00; and
WHEREAS, it is necessary and in the best interest of Dania Beach 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
rates, and the high costs which would be incurred in
Promissory Note, prevailing interest
conducting a competitive bid of the Promissory Note; and
WHEREAS, Dania Beach has negotiated with Republic Security Bank ("Bank") for the
private placement negotiated issuance by Dania Beach 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 Beach 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 five (5) years at approximately 4.95% and then
adjusted thereafter at 60% of The Wall Street Journal— New York Published Prime Lending
Rate; on each five (5) year anniversary change date; and
WHEREAS, the principal, interest, and all other sums payable by the City of Dania
Beach pursuant to the aforesaid Promissory Note shall be paid solely from non-ad valorem
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
j Beach 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
1 RESOLUTION NO. 168-98
Note, have any right to compel the exercise of the ad valorem taxing power of the City of
Dania Beach 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 BEACH, 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
Beach to Republic Security Bank, as substantially set forth in Exhibit 1" hereto, be and the
same are hereby approved.
I Section 3: The Mayor, City Manager and City Clerk, with the concurrence of either
(i) City Attorney Thomas J. Ansbro, or (ii) Assistant City Attorney Donald J. Lunny, Jr., are
i 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
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
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
I 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
2 RESOLUTION NO. 168-98
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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 BEACH
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 BEACH
I ON ANY FORM OF REAL OR PERSONAL PROPERTY THEREIN TO PAY THE
PRINCIPAL, INTEREST, OR ANY OTHER SUMS PAYABLE HEREUNDER.
Section 5: 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.
PASSED AND ADOPTED this 1o'" day of November, 1998.
4LL
MAYOR—COMMISSIONER
ROLL CALL:
MAYOR CALI - YES
CITY CLERK DITOR VICE-MAYOR ETLING -YES
COMMISSIONER BERTINO—YES
COMMISSIONER MIKES -YES
APPROVED AS TO FORM COMMISSIONER HYDE -YES
AND CORRECTNESS:
By:_
(' .
T OM AS J. 4BR
CITY ATTORNEY
i
3 RESOLUTION NO. 168-98
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ADJUSTABLE RATE PROMISSORY NOTE
I
$637,000.00 November 12, 1998
Dania Beach, Florida
FOR VALUE RECEIVED, the CITY OF DANIA BEACH, a Florida Municipal Corporation,
promises to pay to the order of REPUBLIC SECURITY BANK the principal sum of SIX
HUNDRED THIRTY SEVEN THOUSAND AND N0/100TH DOLLARS ($637,000.00), together
with interest thereon from date at the rate of four and ninety-five one/hundredths percent(4.95%)
per annum. 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. Monthly payments of Interest only commencing thirty (30) days from date at the
rate of FOUR AND NINETY-FIVE ONE/HUNDREDTHS PERCENT (4.95%) per
annum to be paid on all disbursements made to the CITY in accordance with City
authorized draw/disbursement requests for construction and renovation of Fire
Station Number 1. The interest only payments required to be paid by the CITY to
the Holder described within this Paragraph A, shall continue to be made until the
first to occur of the following:
(i) TWO HUNDRED FORTY (240) days from the date that this
j Adjustable Rate Promissory Note (hereinafter referred to as
"Promissory Note") is executed; or
(ii) The completion of the construction and renovation of Fire Station
Number 1 and the issuance by a proper governmental authority of a
Certificate of Occupancy in connection with the parcel of property that
is the subject of said Construction.
Upon the occurrence of either (i) or (ii) described immediately above, the
remaining payments due and owing under the terms of this Promissory Note shall
be made as follows:
B. Commencing NINETY (90) days after the occurrence of either (i) or (ii)
described above, the CITY shall pay to the Holder SIXTY (60) consecutive
quarterly principal and interest payments. The date on which the SIXTIETH
(60TH) principal and interest payment is due, shall be considered the "MATURITY
DATE". If, on the MATURITY DATE the CITY stills owes any principal, accrued
interest or any other amounts pursuant to the terms of this Promissory Note, then
1
the CITY shall pay those amounts in full on that date. THE PRINCIPAL AND
INTEREST PAYMENTS, INTEREST RATE, AND QUARTERLY PAYMENT
CHANGES SHALL BE AS FOLLOWS:
1 1. INITIAL PRINCIPAL AND INTEREST QUARTERLY PAYMENTS. The initial
principal and interest quarterly payments shall be in the amount of U.S. FIFTEEN THOUSAND
ONE HUNDRED SEVENTY SIX AND 52/100'" DOLLARS ($15,176.52) PROVIDED,
HOWEVER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
CHANGES IN THE INTEREST RATE UNDER THE TERMS OF THIS ADJUSTABLE RATE
PROMISSORY NOTE WILL CAUSE CHANGES IN THE REQUIRED QUARTERLY PAYMENTS
j OF PRINCIPAL AND INTEREST, AS PROVIDED BELOW. THE HOLDER OF THIS
PROMISSORY NOTE WILL DETERMINE THE NEW INTEREST RATE AND THE CHANGED
AMOUNT OF EACH PRINCIPAL AND 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".
2. STARTING INTEREST RATE. The starting interest rate to be charged under the
terms of this Promissory Note shall be FOUR AND NINETY-FIVE ONE/HUNDREDTHS
PERCENT (4.95%) per annum.
3. FREQUENCY OF INTEREST RATE CHANGES. The interest rate to be charged
under the terms of this Adjustable Rate Promissory Note shall be subject to change every FIVE
(5) years after occurrence of (i) or (ii) described in Paragraph A above. Each date during the
term of this Promissory Note that the interest rate is subject to change shall hereinafter be
referred to as the "Anniversary Change Date". The first change of the interest rate permitted to
be charged under the terms of this Promissory Note shall occur on the first Anniversary Change
Date, as defined in subparagraph 4 below.
4. FIRST ANNIVERSARY CHANGE DATE. The first Anniversary Change Date of this
Promissory Note is the date that is FIVE (5) years after the occurrence of either (i) or (ii)
described in Paragraph A above.
5. INDEX FOR MEASURING INTEREST RATE CHANGES. The index for measuring
the interest rate changes that are permitted to be made under the terms of this Promissory Note
shall be the New York Published Prime Lending Rate, as published in the Wall Street Journal,
which said index shall hereinafter be referred to a the "Index".
6. DETERMINATION AND CALCULATION OF THE NEW INTEREST RATE. The
interest rate shall be adjusted on each Anniversary Change Date to a rate that is equal to SIXTY
PERCENT (60%) of the New York Published Prime Lending Rate, as published in the Wall
Street Journal (the 'Index") and shall become the "NEW INTEREST RATE" to be charged
prospectively until the next Anniversary Change Date.
,J
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After the Holder of this Promissory Note has determined the NEW INTEREST
RATE, the Holder of this Promissory Note shall then determine the dollar amount
i of the remaining quarterly installments of principal and interest that will be
sufficient to repay the then existing unpaid principal that is owed by the CITY as
of the date that the NEW INTEREST RATE becomes effective, taking into account
the remaining term of this Promissory Note, which said new quarterly installment
payments shall be in substantially equal amounts. The result of this calculation by
the Holder of this Promissory Note will be the new amount of each quarterly
installment payment of principal and interest to be paid by the CITY to the Holder
i during the next succeeding FIVE (5) year period.
If The new quarterly installment payment of principal and interest, as determined in
I accordance with the provisions above, under the terms of this Promissory Note,
shall continue until the next Anniversary Change Date occurs, at which time the
next NEW INTEREST RATE shall be determined, and the quarterly installment
payment of principal and interest due under the terms of this Promissory Note shall
be thus redetermined at such time.
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
j 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
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to levy and collect any particular non-ad valorem funds, nor does it give the Holder a
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 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.
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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.
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, 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 BEACH 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 BEACH 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
5
application of the amount involved against the sums due hereunder, but such crediting
I, shall not cure or waive the default occasioning acceleration.
The CITY may prepay the principal amount outstanding, in whole or in part, at any time
without any penalty of interest payment beyond that accrued.
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 Promissory Note and agrees to not modify gny 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 BEACH
a Florida Municipal Corporation
By; Y:- L.
JIM CALI, Mayor-Commissioner
ATTEST:
MARIE JAB EE
City Clerk- ditor
I HA ITH
ity M Wage
APPROVED BY:
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THOMA$J. XNSbRO
City Attorney
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