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HomeMy WebLinkAboutR-1999-183.. r 7 I � ._ f ` .� �r-- r, T 7 RESOLUTION NO. 183-99 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 $263,000.00 FOR THE PURCHASE OF COMPUTER EQUIPMENT AND SOFTWARE(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 one IBM AS/400 Computer and various computer programs; 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$263,000,00; 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 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 5.25%; 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, 1 RESOLUTION NO. 183-99 J, L r, t I` 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, 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 minor changes inc t including able to adjust the principal amount ofhe Promissory Note as may be required to lthe loan bysuch 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 2 RESOLUTION NO. 183-99 L r -r 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 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 TAXING POWER OF THE CITY OF AHNIA BEAOCHT TO MPEL ON ANY FORM THE IOF REAL OR PERSONAL SE OF THE AD VALOREM 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 151h day of SEP� M ER, 1999. R - COMMISSION ATTEST: ROLL CALL: MAYOR BERTINO - YES VICE-MAYOR MCELYEA-YES SHERYL CHAPMAN COMMISSIONER ETLING - YES ACTING CITY CLERK COMMISSIONER CALI - YES COMMISSIONER MIKES- YES 3 RESOLUTION NO. 183-99 f r. r 1 r j APPROVED AS TO FORM AN CORRECTNESS: i BY: THOMAS . AN B 0 CITY ATTORNEY 4 RESOLUTION NO. 183-99 r -1 PROMISSORY NOTE $263,000.00 September 30, 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 TWO HUNDRED SIXTY-THREE THOUSAND AND NO/100TH ($263, 000. 00) DOLLARS, together with interest thereon from date at the rate of five and one-quarter percent (5.25%) 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 450 Australian Avenue, West Palm Beach, Florida 33401, 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 FIFTEEN THOUSAND SIXTY-SIX AND 30/100TH ($15, 066.30) DOLLARS cash shall be due and payable on the 30th day of December, 1999, and on the 30 day of each consecutive quarter thereafter through and including September 30"', 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. For so long as the CITY has any financial obligations 7 4- Y T 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 i;y -he CITY, which generate non-ad valorem funds, This cc•.enant 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 ac} -icular 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 tt.c affect 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 lc.. . 2 b h T 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, Of time of payment of this Promissor postponements hereof, from time to rim Note or other modifications e or y Nafter the maturity date hereof, whether by acceleration or r 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, Maker or to exhaust its remedies against the undersigned in order to enforce the payment of this Note, and ( waives the right enforce or challenge to trial by jury if any suit be brought to the to or enforcement of this Promissory 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 to under the terms of this Promissory Note, the Holder shall be entitled f the includingrtheom the Holder'srrower ail reasonableoattorney fees, whether for services Holder 's costs of collection, incurred in collection, litigation, bankruptcy proceedings,otherwise, and all other costs incurred in connection therewith. All 4 , appeals or Promisor Payments required to be paid under the terms of this y Note shall first be applied to costs that may be due from the Maker to the Holder, as aforesaid, and then shall be a interest due and owing, and the remainder shall be a due and Owing applied to under the terms hereof. applied to principal 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 the event of any other default under the terms of this Promissory Note, the entire Payable, or in principal indebtedness evidenced hereby, together with all arrearaaes 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, 3 f V 4=- r, s- r 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, in"grest, and other sums which are the CITY'S financial obligaticns _..:-.:rred 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 r.,:.. _::_; 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. -n the event of the acceleration of this Promissory Note, ti-.e 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 4 f L r Y 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. The CITY may prepay the principal amount outstanding, in whole or in part, at any time 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 interest rate or payment amounts . Note and agrees to not modify any of the terms of this Note, including 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 i By: -M. BERTINO ATTEST: �n Mayor-Commissioner SHERYL CHAPMAN Acting City Clerk 5 t r r MICHAEL SMITH City Manager APPROVED BY: THOMAS J ANSBRO City Attorney 6