HomeMy WebLinkAboutR-1999-082' r
7
�vs
t- .,r
f
?--
if
7
RESOLUTION NO. 82-99
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
APPROVING THE TERMS AND CONDITIONS OF A
PROMISSORY NOTE GIVEN TO REPUBLIC SECURITY BANK
IN THE APPROXIMATE PRINCIPAL SUM OF$320,900.00 FOR
THE PURCHASE OF A LARGE WATER METERS CHANGE-
OUT PROGRAM (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 Beach has previously approved the purchase of
a large water meter change-out program for use by the City of Dania Beach Water
Department; and,
WHEREAS, in order to effectuate such purchase, Dania Beach wishes to
execute a Promissory Note with Republic Security Bank in the approximate principal amount
of$320,900.00; 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
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 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 five(5)years
and interest thereon will be fixed at approximately 4.95%; 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 Beach are or shall be pledged to the payment of the Promissory Note's principal,
1 RESOLUTION NO. 82-99
r
r
7
F "
i
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 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"I"hereto, be and the same are
hereby approved.
SECTION 3• The Mayor, 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 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, 1999, 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 does it 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),
2 RESOLUTION NO. 82-99
4-
r
y
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 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 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 11th day of 1 9 .
AY—COMMISSIONER
—COMMISSIONER
ATT ROLL CALL:
r MAYOR BERTINO -YES
ERYL HAPMAN VICE-MAYOR McELYEA-YES
ACTING CITY CLERK COMMISSIONER CALI - YES
COMMISSIONER ETLING -YES
APPROVED AS TO FORM AND CORRECTNESS:
By:
O AS J. A SBRO
CITY ATTORNEY
3 RESOLUTION NO. 82-99
f
L
C
r.
T
_I
(I 1
PROMISSORY NOTE
$320,900.00
May 12, 1999
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 THREE HUNDRED TWENTY THOUSAND NINE HUNDRED AND
NO/100TH ($320, 900. 00) DOLLARS, together with interest thereon from
date at the rate of four and ninety-five hundreths 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 9900 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:
Principal and interest in twenty (20) equal
installments of EIGHTEEN THOUSAND TWO HUNDRED FORTY-
FIVE AND 28/100TH ($18, 295.28) DOLLARS cash shall be
due and payable on the 12th day of August, 1999, and
on the 12th day of each consecutive quarter
thereafter through and including May 12, 2004, on
which date all unpaid principal and accrued interest
shall be due and payable.
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.
f
L
e�
r
' r
'7
t �
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, 1999, 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 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 §166.291 (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.
2
f
T--
h
1'
7
I'
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.
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.
3
4-
7
r
7
r
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 application of the amount involved against
the sums due hereunder, but such crediting shall not cure or waive
the default occasioning acceleration.
4
f
d
F.
_r
The CITY may prepay the principal amount outstanding, in whole or
in part, at any time and without penalty or interest 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 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 BEACH
a Florida Mun' �ijpal Corporation
By: 1�
J . BERTINO
ayor-Commissioner
ATTEST:
SHERfJ N
Acti rk
MIC Ttil
Cit Ma is er
AP OVED BY:
TH�s J ANSB 0
City Attorney
5
F ..
t
i.
i--
r
Y
r
AGENDA REQUEST FORM
CITY OF DANIA
Date: 05-11-99 Agenda Item#:
I '
Title:
RESOLUTION APPROVING PROMISSORY NOTE WITH REPUBLIC SECURITY BANK
Requested Action:
Approval
Summary Explanation&Background:
th a:5 year
urity at an interest
fA promissory und he Waterr Meterlhe amount of change out program. Bid lfor this project l e of 4.95%to
was awarded 4/13/99
Exhibits(List):
Resolution
Promissory Note
Memo from utilities department describing the number and size of meters to be changed out and
their cost.
Purchasing Approval:
Prepared By:
Marie Jabalee, Finance Director
Source of Additional Information: (Name&Phone)
Recommended for Approval By:
Commission Action:
Passed ❑ Failed ❑ Continued ❑ Other ❑
Comment:
L ,
r
7
e
jar
®? -
DATE: March 08, 1999
TO: Marie Jabalee- Finance Director
FROM: Leo Williams - UtilIPW Supt.
RE: Water Main Project
Based on the bid price for installed meters and Touch Pad reading
system the cost of this project is as follows:
1) 84 - 1 '/2" meters @ $775.56 = $65,147.04
2) 95 - 2" meters @ $921.11 = $87,505.45
3) 33 —3" meters @ $2,166.67 = $71,500.11
4) 14 — 4" meters @ $39205.56 = $449877.84
5) 1 - 6" meter @ $4,816.67 = $ 4,816.67
6) 230 - Touch Pads @ $ 161.11 = $37,055.33
7) Mise/Incidentals/Contingency = $10 000.00
Total = $ 320,902.44
This amount is based on an up to date counting of meters scheduled
for changeout in this program. Also we will receive approximately
$3,000 to $4,000 back in salvage funds.
r