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Home My WebLink AboutR-2010-066 GOB Library CITY OF DANIA BEACH,FLORIDA GENERAL OBLIGATION BONDS, SERIES 2010 RESOLUTION NO. 2010-066 RM:7303194:6 TABLE OF CONTENTS Page ARTICLE I STATUTORY AUTHORITY; FINDINGS AND DEFINITIONS....................... SECTION 1.01. AUTHORITY FOR THIS RESOLUTION...................................... SECTION 1.02. FINDINGS........................................................................................... SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT.......................... SECTION 1.04. DEFINITIONS..................................................................................3 SECTION 1.05. RULES OF CONSTRUCTION......................................................... ARTICLE II AUTHORIZATION, DETAILS, EXECUTION, DELIVERY AND REGISTRATION OF BONDS......................................................................... SECTION 2.01. AUTHORIZATION OF BONDS ...................................................... SECTION 2.02. DETAILS OF BONDS........................................................................ SECTION 2.03. EXECUTION AND AUTHENTICATION...................................... SECTION 2.04. BOND REGISTRAR; REGISTRATION, TRANSFER AND EXCHANGE ....................................................................................... SECTION 2.05. CANCELLATION OF BONDS ........................................................ SECTION 2.06. APPLICATION OF PROCEEDS ..................................................... SECTION 2.07. MUTILATED, DESTROYED, STOLEN OR LOST BONDS....... ARTICLE III REDEMPTION OF BONDS.................................................................................. SECTION 3.01. REDEMPTION; NOTICE OF REDEMPTION.............................. SECTION 3.02. EFFECT OF CALLING FOR REDEMPTION............................... SECTION 3.03. REDEMPTION OF PORTIONS OF BONDS ................................. SECTION 3.04. BONDS CALLED FOR REDEMPTION OR PAYMENT PROVIDED THEREFOR NOT OUTSTANDING......................... SECTION 3.05. EXPENSES OF REDEMPTION....................................................... ARTICLE IV CONSTRUCTION FUND...................................................................................... SECTION 4.01. CONSTRUCTION FUND.................................................................. SECTION 4.02 PAYMENTS FROM CONSTRUCTION FUND............................. SECTION 4.03 COST OF A PROJECT...................................................................... SECTION 4.04 DISPOSITION OF CONSTRUCTION FUND BALANCE ........... SECTION 4.05 INVESTMENTS OF FUNDS IN THE CONSTRUCTION FUND ................................................................................................... ARTICLE V AD VALOREM TAXES .......................................................................................... SECTION 5.01. PLEDGE OF FULL FAITH, CREDIT AND TAXING POWER ............................................................................................... SECTION 5.02 LEVY OF AD VALOREM TAXES; SINKING FUND.................. ARTICLE VI COMPLIANCE WITH TAX REQUIREMENTS ............................................... SECTION 6.01. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITHCODE....................................................................................... SECTION 6.02. ARBITRAGE REBATE COVENANTS........................................... RESOLUTION#2010-066 1 ARTICLE VII CERTAIN MATTERS RELATING TO THE BOND REGISTRAR ANDPAYING AGENT..................................................................................... SECTION 7.01. CERTAIN MATTERS RELATING TO THE BOND REGISTRAR AND PAYING AGENT............................................. SECTION 7.02. RESPONSIBILITIES OF FIDUCIARY.......................................... SECTION 7.03. EVIDENCE ON WHICH FIDUCIARY MAY ACT....................... SECTION 7.04. COMPENSATION............................................................................. SECTION 7.05. CERTAIN PERMITTED ACTS....................................................... SECTION 7.06. MERGER OR CONSOLIDATION OF FIDUCIARY ................... SECTION 7.07. ADOPTION OF AUTHENTICATION............................................ SECTION 7.08. RESIGNATION OR REMOVAL OF PAYING AGENT AND APPOINTMENT OF SUCCESSOR....................................... SECTION 7.09. RESIGNATION AND REMOVAL OF BOND REGISTRAR AND APPOINTMENT OF SUCCESSOR....................................... ARTICLE VIII EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS......................................................................... SECTION 8.01. EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS................................. ARTICLE IX MODIFICATIONS AND AMENDMENTS......................................................... SECTION 9.01. MODIFICATION OR AMENDMENT............................................ ARTICLE X DEFEASANCE......................................................................................................... SECTION 10.01. DEFEASANCE................................................................................... ARTICLE XI SALE OF THE BONDS; PARTICULAR DETAILS AND COVENANTS SECTION 11.01 SALE OF THE BONDS..................................................................... SECTION 11.02. ADJUSTMENT TO INTEREST RATE UPON A DETERMINATION OF TAXABILITY.......................................... SECTION 11.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR ....... SECTION 11.04. REDEMPTION PROVISIONS......................................................... SECTION 11.05 PARTICULAR COVENANTS ......................................................... j ARTICLE XII MISCELLANEOUS PROVISIONS.................................................................... SECTION 12.01. EFFECT OF COVENANTS.............................................................. SECTION 12.02. MANNER OF GIVING NOTICE..................................................... SECTION 12.03. SUCCESSORSHIP OF CITY........................................................... SECTION 12.04. INCONSISTENT ORDINANCES AND RESOLUTIONS ............ SECTION 12.06. HEADINGS NOT PART OF RESOLUTION................................. SECTION 12.07. CITY,BOND REGISTRAR, PAYING AGENT AND BONDHOLDERS ALONE HAVE RIGHTS UNDER RESOLUTION.................................................................................... SECTION 12.08. EFFECT OF PARTIAL INVALIDITY............................................ SECTION 12.09. AUTHORITY TO PURCHASE OR DEAL IN BONDS ................ SECTION 12.10. PAYMENTS DUE ON OTHER THAN A BUSINESS DAY ......... SECTION 12.11. SUSPENSION OF PUBLICATION OR MAIL .............................. RESOLUTION#2010-066 11 SECTION 12.12. SEPARATE ACCOUNTS ................................................................. SECTION 12.13. CONFLICTS....................................................................................... SECTION 12.14. RESOLUTION EFFECTIVE............................................................ EXHIBITS EXHIBIT A FORM OF BONDS.........................................................................................A-1 EXHIBIT B COMMITMENT LETTER...........................................................................B-1 EXHIBIT C FORM OF INVESTOR LETTER................................................................C-1 EXHIBIT D FORM OF DISCLOSURE AND TRUTH IN BONDING STATEMENTD-1 RESOLUTION#2010-066 111 RESOLUTION NO. 2010-066 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING$3,500,000 CITY OF DANIA BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2010 PURSUANT TO A BOND REFERENDUM HELD IN THE CITY FOR THE PURPOSE OF FINANCING OF A PORTION OF A PARKING GARAGE AND AN ENTRY ROAD WITH ASSOCIATED INFRASTRUCTURE RELATED TO A DOWNTOWN LIBRARY FACILITY AND PAYING COSTS OF ISSUANCE OF SUCH BONDS; PLEDGING THE CITY'S FULL FAITH,CREDIT AND TAXING POWER TO THE PAYMENT OF SUCH BONDS;AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; PROVIDING FOR CERTAIN DETAILS OF SUCH BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO SUNTRUST BANK,AS THE PURCHASER OF THE BONDS;APPROVING THE COMMITMENT LETTER SUBMITTED BY THE PURCHASER; DIRECTING THE APPLICATION OF THE PROCEEDS OF THE BONDS; APPOINTING THE CITY AS THE INITIAL PAYING AGENT AND BOND REGISTRAR FOR SUCH BONDS; PROVIDING FOR PARTICULAR COVENANTS RELATING TO THE BONDS; AUTHORIZING OTHER REQUIRED ACTIONS; PROVIDING FOR SEVERABILITY; PROVIDING FOR CONFLICTS; FURTHER,PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH,FLORIDA: ARTICLE I STATUTORY AUTHORITY; FINDINGS AND DEFINITIONS SECTION 1.01. AUTHORITY FOR THIS RESOLUTION. The City of Dania Beach,Florida(the"City")is empowered to adopt this Resolution pursuant to the Constitution and laws ofthe State of Florida,as amended and supplemented,including Chapter 166,Florida Statutes, as amended,the City's Home Rule Charter and other applicable provisions of law(collectively,the "Act"), the Referendum Resolution (hereinafter defined) and the Bond Referendum (hereinafter defined). SECTION 1.02. FINDINGS. (All capitalized terms used herein and not otherwise immediately defined thereafter shall have the meaning set forth or referred to in Section 1.04 hereof.) It is hereby found and determined that: (a) Pursuant to Resolution No.2005-010 adopted by the City on January 11,2005 (the"Referendum Resolution"),the City,among other matters,authorized the issuance of its general obligation bonds in the aggregate principal amount of not exceeding$3,500,000(the "Bonds") for the purpose of constructing and equipping a downtown library with parking structure,subject to the approval of a majority of the qualified electors of the City voting in a RESOLUTION#2010-066 1 bond referendum (the "Bond Referendum") authorized and called to be held in the City pursuant to the Referendum Resolution. (b) Pursuant to the Referendum Resolution, the Bond Referendum wash 1d on March 8, 2005 and a majority of the votes cast by the qualified electors within the City voting in the Bond Referendum approved the issuance of the Bonds. (c) Pursuant to the Act and the Bond Referendum, the City is authorized to pledge the Ad Valorem Taxes levied in the City to the payment of the Bonds. (d) Pursuant to that certain Interlocal Agreement among the City, Broward County, Florida (the "County") and the Dania Beach Community Redevelopment Agency (the"CRA")dated as of April 20,2004, as amended(the"Interlocal Agreement"),the City, the County and the CRA have agreed upon certain matters relating to the construction of a public library to be located in the City and operated as part of the County's public library system(the"Library Facility")and a parking garage adjacent thereto(the"Garage"),among other matters. In furtherance thereof,the City and the County have entered into that certain Agreement for Lease of Real Property for Public Library and Design and Construction of a Library Facility dated as of September 23,2008(the"Library Agreement")pursuant to which the City will ground lease to the County certain real property owned by the City in its downtown area and the City will construct the Library Facility thereon with funds provided by the County.The Interlocal Agreement,the Library Agreement and the hereinafter defined Development Agreement contemplate that the City will finance the construction of an entry road, with associated infrastructure, for the Library Facility on land owned by the City (the "Roadway") and 250 parking spaces to be used on a non-exclusive basis for vehicular parking by persons working, attending, using or providing services to the Library Facility (the "Parking Spaces"). In addition, the City will pay for certain costs associated with the design and engineering of the Library Facility (the Roadway, the Parking Spaces and the costs associated with the Library Facility paid by the City being referred to as the"Project"). (e) The City,the CRA and Downtown Dania Beach Development,LLC,a Florida limited liability company (the "Developer") have entered into that certain Development Agreement dated as of November 24, 2009 pursuant to which the Developer has agreed to construct, on behalf of the City and the CRA, among other items, the Roadway and the Garage with funds provided by the CRA and,with respect to the Roadway and the Parking Spaces, the City. The Garage will consist of 440-spaces, including the Parking Spaces, in four stories and be located on a portion of a site owned by the City adjacent to the Library Facility. (f) The City hereby finds that it serves a public purpose and is necessary and desirable to accomplish the financing of the Project by authorizing the issuance of the Bonds approved at the Bond Referendum,fixing the form and other details thereof,establishing the rights, remedies and security of the holders of such Bonds, and providing for payment of principal of and interest on such Bonds from Ad Valorem Taxes and other sums, if any, on deposit from time to time in the Funds and Accounts. RESOLUTION#2010-066 2 (g) Pursuant to a solicitation process, SunTrust Bank (the "Purchaser") has submitted to the City a proposal to purchase the Bonds, which proposal is in the form of a commitment letter(the"Commitment Letter")attached hereto as an exhibit. The City hereby determines that due to the present volatility of the market for tax-exempt bonds such as the Bonds, and the complexity of the transactions relating to the Bonds, it is in the best interest of the City to sell the Bonds by a negotiated sale,rather than at a specified advertised date. Based on the advice of the City's financial advisor, the City hereby determines it is in the best interest of the City to accept the Commitment Letter but only as it relates to the Bonds and to award the Bonds to the Purchaser pursuant to a negotiated sale.As required by Section 218.385, Florida Statutes, prior to the issuance and delivery of the Bonds, an authorized officer of the Purchaser will deliver to the City a disclosure statement and truth-in-bonding statement substantially in the form attached hereto as an exhibit. (h) It is now appropriate to authorize the issuance of the Bonds and to provide for the terms and details thereof. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time,this Resolution shall be deemed to be and shall constitute a contract between the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit,protection and security of the Bondholders,all of which shall be of equal rank and without preference,priority or distinction as to lien or otherwise of any of the Bonds over any other, except as expressly provided therein or herein. SECTION 1.04. DEFINITIONS. In addition to words and terms elsewhere defined in this Resolution,the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended: "Account"shall mean any account,and"Accounts"shall mean the accounts,established by the City to segregate money in any Fund created and designated by this Resolution. "Act" shall mean the Constitution and laws of the State of Florida, as amended and supplemented,including Chapter 166, Florida Statutes, as amended,the City's Home Rule Charter and other applicable provisions of law. "Ad Valorem Taxes"shall mean the ad valorem taxes(including the proceeds derived from the sale of tax certificates in the event of delinquency in payment of ad valorem taxes)levied in the City pursuant to authority granted to the City pursuant to the Bond Referendum to pay all or a portion of the principal of and interest on the Bonds in connection therewith. "Authorized Officer"shall mean,when used with respect to the City,the Mayor of the City or his or her designee,the City Manager,the Director of Finance and Support Services and any other officer of the City designated from time to time by resolution or ordinance of the City. "Bond" or "Bonds" shall mean, collectively, the City's General Obligation Bonds, Series 2010 to be issued in an aggregate principal amount of$3,500,000. RESOLUTION#2010-066 3 "Bond Referendum"shall mean the referendum held on March 8,2005 at which a majority of the qualified electors in the City voting in the referendum approved the issuance of the Bonds. "Bond Registrar"shall mean the City,or a bank or trust company either within or without the State of Florida,designated as such by ordinance or resolution of the City,which shall perform such functions as Bond Registrar as are required by this Resolution. In the absence of any designation of a bank or trust company, the City shall be deemed the Bond Registrar with respect to the Bonds. "Bondholder" (or "owner" or "holder") shall mean the registered owners of the Bonds as shown on the registration books of the Bond Registrar maintained pursuant to Section 2.04 of this Resolution. "Business Day" means any day except a Saturday, Sunday or other day on which the Purchaser is lawfully closed. "City Attorney"shall mean the City Attorney of the City or his or her designee or the person succeeding to his or her principal function. "City Commission" or"Governing Body" shall mean the governing body of the City. "City Manager" shall mean the duly appointed City Manager, Acting City Manager or Assistant City Manager of the City. "Clerk"means the City Clerk, Acting City Clerk or Deputy City Clerk of the City. "Closing Certificate"means the certificate of an Authorized Officer of the City referred to in Section 2.06 hereof. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,and the regulations promulgated thereunder. "Cost" shall mean, as applied to the Project, the aggregate cost of acquisition and construction thereof, and all obligations and expenses relating thereto, including all items of cost which are set forth in Section 4.03 hereof. "Depository"shall mean any bank,savings association or trust company duly authorized by law to engage in its business and to receive City funds and designated by an Authorized Officer as a depository of monies under the provisions of this Resolution. "Determination of Taxability"means that for any reason the interest payable to the Purchaser with respect to the Bonds becomes includable in the gross income of the Purchaser for Federal income tax purposes or the Bonds are not qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code; provided no Determination of Taxability shall be deemed to occur unless the City has been given timely written notice of such occurrence by the Purchaser and,to the extent permitted by law,an opportunity to participate in and seek,at the City's own expense,a final RESOLUTION#2010-066 4 administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Determination of Taxability.For all purposes hereof,a Determination of Taxability shall be deemed to occur on the date as of which the interest on the Bonds is deemed includable in the gross income of the holder of the Bonds. "Director of Finance" shall mean the person appointed to serve as the Director of the City and charged with the obligation to carry out the duties of the Director of Finance as set forth herein or his or her designee or the person succeeding to his or her principal functions. "Escrow Agent" shall mean the bank or trust company appointed by the City to serve as escrow agent under an Escrow Deposit Agreement. "Escrow Deposit Agreement" shall mean an escrow deposit agreement relating to the refunding of the Bonds. "Escrow Securities"shall mean: (a)Government Obligations;(b)evidences of ownership of proportionate interests in Government Obligations or in RM re interest or principal payments thereon held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying Government Obligations and which Government Obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; and (c) municipal obligations, the payment of the principal of, interest and redemption premium, if any, on which is irrevocably secured by cash or obligations described in clause(a)or(b)of this definition;provided that the obligations described in clauses (a), (b)and(c) and the securities for the obligations described in clause (c) are not subject to redemption prior to their maturity, other than at the option of the holder thereof, or,to the extent subject to redemption prior to maturity,irrevocable notice of redemption on a specified redemption date has been given and no other redemption may occur prior to maturity other than at the option of the holder thereof. "Fiduciary"shall mean,collectively,the Bond Registrar and Paying Agent,if other than the City. "Fiscal Year" shall mean the period established as the City's fiscal year pursuant to applicable law, as the same may be amended from time to time, and, initially, October 1 to September 30. "Fund" shall mean any fund, and "Funds" shall mean the funds, established by the City pursuant to this Resolution. "Government Obligations" shall mean direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America. "Interest Payment Date"shall mean,with respect to the Bond,the dates on which interest on such Bond is payable as specified in this Resolution. RESOLUTION#2010-066 5 "Investment Securities"shall mean and include any of the following securities, if and to the extent the same are at the time legal investments for funds of the City pursuant to applicable law: (a) Government Obligations;(b)obligations of any of the following federal agencies,which obligations represent the full faith and credit of the United States of America: Export-Import Bank, Farmers Home Administration, General Services Administration, U.S. Maritime Administration, Small Business Administration,Government National Mortgage Association,U.S.Department of Housing and Urban Development,Federal Housing Administration,Federal National Mortgage Association and any other agency or person controlled or supervised by,and acting as an instrumentality of,the government of the United States pursuant to authority granted by the Congress,which obligations are unconditionally guaranteed as to principal and interest by such agency or persons; (c) general obligations of any state of the United States or of any political subdivision of any state, which obligations are not rated lower than the three highest rating categories(without regard to numerical or other modifiers) applied by two nationally recognized rating agencies; (d) written repurchase contracts, reverse repurchase contracts or securities lending agreements (collateralized by cash or securities)with any securities dealer that is registered as a dealer under the Securities Exchange Act of 1934, as amended, and is monitored by, reports to, and is recognized as a primary dealer by the Federal Reserve Bank of New York,having a net capital of at least$200,000,000,for obligations of, or unconditionally guaranteed as to the payment of principal and interest by, the United States of America or obligations of,or unconditionally guaranteed as to the payment of principal and interest by,any Bank for Cooperatives,any Federal Intermediate Credit Bank,any Federal Home Loan Bank, the Export-Import Bank of the United States, any Federal Land Bank, the Farmers Home Administration, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Financing Bank, or any other agency or instrumentality of, or corporation wholly owned by the United States of America, provided: (i)that at the time of entering into any such contract or agreement: (A)the market value as determined by such primary dealer(the"market value") of the obligations subject to any such repurchase contract is at least equal to the purchase price specified in such contract, (B) the purchase price specified in any such reverse repurchase contract is at least equal to the market value of the obligations subject to such contract or (C) the market value of the collateral for any such securities lending agreement is at least equal to the market value of the securities lent; and (ii) such obligations or collateral are held by a Depository in such manner as may be required to provide a perfected security interest in such obligations or collateral for the benefit of the City; (e)deposit accounts,certificates of deposit or similar arrangements with any bank or trust company which is a member of the Federal Deposit Insurance Corporation and any federal or State of Florida savings and loan association whose accounts are insured by the Savings Association Insurance Fund and which are secured in the manner provided by presently applicable State of Florida or federal laws or regulations regarding security for deposit of public funds; (f) evidences of ownership of proportionate interests in Government Obligations or in future interest or principal payments thereon held by a bank or trust company as custodian,under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying Government Obligations and which Government Obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; (g) corporate debt obligations that are not rated lower than the two highest rating categories (without regard to numerical or other modifiers) by two nationally recognized rating agencies; (h) any investment agreements with any bank or other financial institution, which has an unsecured, uninsured and unguaranteed obligation (or claims- paying ability)rated in the two highest letter rating categories by a Standard&Poor's Ratings Group, RESOLUTION#2010-066 6 or is the lead bank of a parent bank holding company with an uninsured,unsecured and unguaranteed obligation meeting such rating requirements,provided: (1)interest is paid at least semi-annually at a fixed rate during the entire term of the agreement, and (2) monies invested thereunder may be withdrawn without any penalty,premium,or charge upon not more than one day's notice(provided such notice may be amended or canceled at any time prior to the withdrawal date), and (3) the agreement is not subordinated to any other obligations of such insurance company or bank,and(4) the City and the trustee of the fund the moneys of which were invested in such agreements, if such trustee exists,receive an opinion of counsel that such agreement is an enforceable obligation of such insurance company or bank; (i)money market funds rated"AAAm"by Standard&Poor's Ratings Group;and 0)such other investment obligations as an Authorized Officer may approve from time to time,which are permitted investments of public funds under Florida law and the City's then-current investment policy. "Mayor"shall mean the Mayor of the City,or in the Mayor's absence or inability to act,any person authorized by the City's Home Rule Charter to act in lieu of the Mayor. "Outstanding"shall mean all Bonds theretofore delivered except: (i)Bonds deemed to have been paid in accordance with Section 3.04 or Section 10.01 of this Resolution; (ii)Bonds in lieu of which other Bonds have been issued pursuant to the provisions hereof relating to Bonds destroyed, mutilated, stolen or lost; (iii) Bonds paid, redeemed or delivered to or acquired by the City for cancellation; and (iv) for purposes of any consent or other action to be taken hereunder by the holders of a specified percentage of principal amount of Bonds,the Bonds held by or for the account of the City. "Paying Agent" shall mean, with respect to the Bonds, either the City or the bank or trust company at or from which principal of and interest on the Bonds is payable, as designated by ordinance or resolution of the City. In the absence of any designation of a bank or trust company,the City shall be deemed the Paying Agent with respect to the Bonds. "Person"shall mean any individual,corporation,partnership,joint venture,association,joint- stock company, trust, unincorporated organization or government or any agency or political subdivision thereof,unless the context shall otherwise indicate. "Purchaser" shall mean SunTrust Bank. "Project" shall have the meaning ascribed thereto in Section 1.02(d) hereof. "Record Date" shall mean the fifteenth day of a month next preceding an Interest Payment Date,whether or not a Business Day. "Referendum Resolution" shall mean Resolution No. 2005-010 adopted by the City on January 11, 2005. "Resolution"shall mean this Resolution as same may be amended or supplemented from time to time in accordance with Article IX of this Resolution. RESOLUTION#2010-066 SECTION 1.05. RULES OF CONSTRUCTION. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words defined in Section 1.04 hereof that appear in this Resolution in lower case form shall have the meanings ascribed to them in the definitions in Section 1.04 unless the context shall otherwise indicate. The words"Bond,""owner,""holder"and"person"shall include the plural as well as the singular number. ARTICLE Il AUTHORIZATION, DETAILS,EXECUTION, DELIVERY AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION OF BONDS. The City is hereby authorized to issue its general obligation bonds designated as"City of Dania Beach,Florida General Obligation Bonds, Series 2010"in the aggregate principal amount of$3,500,000 for the purpose of providing funds to (i)pay the Cost of the Project in the manner hereinafter provided;and(ii)pay other costs of issuance and expenses relating thereto,all as shall be specified in the Closing Certificate.The Bonds shall be issued in substantially the form of Exhibit A annexed hereto. The principal of and interest on the Bonds shall be payable from Ad Valorem Taxes and other monies on deposit from time to time in the Funds and Accounts,as more fully described herein. The Bonds shall have a first lien on the Ad Valorem Taxes and other monies,if any, on deposit in the Funds and Accounts. The City does not expect to issue more than $30,000,000 of tax-exempt obligations in calendar year 2010,and therefore designates the Bonds as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. SECTION 2.02. DETAILS OF BONDS. The Bonds shall be initially issued as a single registered bond,registered in the name of the Purchaser.The Bonds will be dated their date of delivery, shall be in authorized denominations equal to the outstanding principal amount of the Bonds from time to time,and will bear interest payable semi-annually,through their maturity date or earlier redemption in whole, on April 15 and October 15 of each year, commencing October 15, 2010. The Bonds shall mature on October 15,2025 and shall bear interest at the rate of 4.43%per annum, which rate per annum does not exceed the maximum rate permitted by law, subject to adjustment as provided in Section 11.02.The interest due on the Bonds shall be computed based on a 360 day year of twelve (12) thirty (30) day months. Principal on the Bonds shall be payable annually, through their maturity date or earlier redemption in whole, on October 15 of each year, commencing October 15,2010 in accordance with the 20-year amortization schedule attached to the Bonds,with a final payment of all outstanding principal on October 15, 2025.Additional details of the Bonds shall be as set forth in Article XI hereof. Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America, or by check or wire payment in such currency, as, at the respective times of payment, is legal tender for the payment of public and private debts. Payment of interest due on any Interest Payment Date with respect to the Bonds shall be made to the person appearing on the registration books of the City maintained pursuant to Section 2.04 hereof as of the close of business on the Record Date. Such interest shall be payable by check RESOLUTION#2010-066 8 or draft on a Paying Agent and shall be mailed to each owner as of the Record Date,at his address as it appears on said registration books, or in the case of an owner of$1,000,000 or more of Bonds,by wire transfer to a domestic bank account specified by such owner to the Paying Agent as of the Record Date. The principal of the Bonds shall be payable to or upon the order of the owner or his duly authorized attorney or legal representative,as the same falls due,upon the presentation and surrender of such Bonds at the principal office of the City or the designated corporate trust office of the Paying Agent,if the City is not then the Paying Agent. The Bonds shall not be held under a book-entry-only system of registration. SECTION 2.03. EXECUTION AND AUTHENTICATION. Except as otherwise permitted or required by the Act,the Bonds shall be signed by the Mayor,or in his absence,the Vice- Mayor of the City, and countersigned by the City Clerk, or in her absence, a Deputy City Clerk; provided, however, that if required by law, each Bond shall be manually signed by at least one of such officers. The official seal of the City or a facsimile thereof shall be imprinted on the Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds shall cease to be such officer before such Bonds have been authenticated and transferred by the Bond Registrar or delivered by the City, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such authentication and transfer or delivery occurred. In addition,any Bond may bear the facsimile signature of, or may be signed by,such persons as at the actual time of the execution of the Bond shall be the proper officers to execute such Bond although at the date of the Bond such persons may not have been such officers. Only such Bonds as have endorsed thereon a certificate of authentication as set forth in the form of Bond annexed hereto as Exhibit A,duly executed by the Bond Registrar,shall be entitled to any benefit or security under this Resolution. No Bonds shall be valid or obligatory for any purpose unless and until such certificate of authentication on the Bond has been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. SECTION 2.04. BOND REGISTRAR; REGISTRATION, TRANSFER AND EXCHANGE. The City shall cause books for the registration and transfer of Bonds to be kept by the Bond Registrar. Unless otherwise provided herein, all Bonds shall be registered in such books upon presentation thereof to the Bond Registrar,who shall make notation of such registration thereon in the name of the owner thereof and shall not be registered to bearer. Bonds shall thereafter be transferred only by the owner of such Bonds, in person or by his duly authorized attorney or legal representative, upon the surrender thereof together with a written assignment duly executed by the owner or his duly authorized attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. The registration of such transfer shall be made on such registration books and endorsed on the Bond by the Bond Registrar. Upon the transfer of any Bond, the Bond Registrar shall cause to be issued in the name of the transferee a new Bond or Bonds. RESOLUTION#2010-066 9 Upon surrender at the principal office of the City,or the designated corporate trust office of the Bond Registrar,if the City is not then the Bond Registrar, with a written instrument of transfer duly executed by the owner or his duly authorized attorney or legal representative, in such form as shall be satisfactory to the Bond Registrar, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same Series, interest rate and maturity. The City shall execute, and the Bond Registrar shall authenticate and deliver such Bonds as the owner making the exchange is entitled to receive. In all cases in which the privilege of exchanging or transferring Bonds is exercised,the City shall execute and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Bond Registrar and cancelled by the Bond Registrar in the manner provided in Section 2.05 of this Resolution. No charge shall be made to any Bondholder for the privilege of registration, transfer or exchange hereinabove granted, but any Bondholder requesting any such registration, transfer or exchange shall pay any tax or other governmental charge required to be paid with respect thereto. The City and Bond Registrar shall not be required to execute,transfer or exchange any Bond during the period beginning at the close of business, if any, on a Record Date and ending at the close of business on the next Interest Payment Date. The City and Bond Registrar shall not be required to transfer or exchange any Bond: (i)during the fifteen days immediately preceding the date of mailing of notice of the redemption of such Bond; or (ii) after such Bond has been selected or called for redemption or has matured. Each Bond delivered pursuant to any provision of this Resolution in exchange or substitution for,or upon the transfer of the whole or any part of, one or more other Bonds, shall carry all of the right to interest which is accrued and unpaid, and which is to accrue, on the whole or part of the Bonds previously carried, and notwithstanding anything contained in this Resolution, such newly delivered Bond shall be dated or bear such notation so that neither gain nor loss in interest the payment of which is not in default shall result from any exchange, substitution or transfer. The City,the Paying Agent and the Bond Registrar shall deem and treat the person in whose name any Bond is registered on the books maintained pursuant to this Section 2.04 of this Resolution as the absolute owner of such Bond,whether such Bond shall be overdue or not,for the purpose of receiving payment thereof and for all other purposes whatsoever, and none of the City,the Paying Agent or the Bond Registrar shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. SECTION 2.05. CANCELLATION OF BONDS. All Bonds paid orredeemed,either at or before maturity, shall be delivered to the Bond Registrar when such payment or redemption is made, and such Bonds, together with all Bonds purchased by the City and delivered to the Bond Registrar for cancellation, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Bond Registrar,who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers, describing the Bonds so destroyed, and one RESOLUTION#2010-066 10 executed certificate shall be filed with the City and the other executed certificate shall be kept by the Bond Registrar. SECTION 2.06. APPLICATION OF PROCEEDS. All of the proceeds of the Bonds shall be deposited on the date of issuance of the Bonds to the Construction Fund established pursuant to Section 4.01 of this Resolution and used to pay Costs of the Project and costs of issuance of the Bonds.The specific amounts to be used to pay costs of issuance of the Bonds shall be as set forth in the Closing Certificate. SECTION 2.07. MUTILATED,DESTROYED,STOLEN OR LOST BONDS. In case any Bonds secured hereby shall become mutilated or be destroyed, stolen or lost,the City may cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Bond of like series,date,maturity, denomination and interest rate in exchange and substitution for and upon the cancellation of,such mutilated Bond or in lieu of and in substitution for such Bond destroyed,stolen, or lost, upon the owner's paying the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in the case of a Bond destroyed,stolen or lost,his filing with the City and Bond Registrar evidence satisfactory to them that such Bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the City and Bond Registrar with indemnity satisfactory to them. In the event any such Bond shall be about to mature or has matured or been called for redemption, instead of issuing a duplicate Bond,the City may direct the Paying Agent to pay the same without surrender thereof. Any Bond surrendered for replacement shall be cancelled in the same manner as provided in Section 2.05 hereof. Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute additional contractual obligations on the part of the City,whether or not the lost,stolen or destroyed Bonds are at any time found,and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Ad Valorem Taxes and other monies on deposit in the Funds and Accounts with all other Bonds issued hereunder. ARTICLE III REDEMPTION OF BONDS SECTION 3.01. REDEMPTION;NOTICE OF REDEMPTION. The Bonds shall be subject to redemption at the times and in the manner, and with the notice requirements, as set forth in Section 11.04 hereof. SECTION 3.02. EFFECT OF CALLING FOR REDEMPTION. On the date so designated for redemption,notice having been given in the manner and under the conditions herein provided, and, monies for payment of the redemption price being held in separate accounts by an Authorized Officer or the Paying Agent in trust for the holders of the Bonds to be redeemed,all as provided pursuant to this Resolution,the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date,interest on the Bonds so called for redemption shall cease to accrue, such Bonds shall not be deemed to be Outstanding under this Resolution and shall cease to be entitled to any lien,benefit or security under this Resolution, and the holders of such Bonds shall have no rights in respect thereof, except to RESOLUTION#2010-066 11 receive payment of the redemption price thereof, including accrued interest to the date of redemption. SECTION 3.03. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Bond Registrar duly executed by the owner thereof or his duly authorized attorney or legal representative in writing) and the City shall execute and the Bond Registrar shall authenticate and deliver to the owner of such Bond, without charge, other than any applicable tax or other governmental charge, a new Bond or Bonds, of any authorized denomination,as requested by such owner in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.04. BONDS CALLED FOR REDEMPTION OR PAYMENT PROVIDED THEREFOR NOT OUTSTANDING. Bonds which have been duly called for redemption under the provisions of this Article,or with respect to which"irrevocable instructions to redeem or pay" have been made, as hereinafter provided, shall not be deemed to be Outstanding under this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution. Irrevocable instructions to redeem or pay shall have been made if: (i) the City has directed the Escrow Agent or the Paying Agent for the Bonds to: (a) call the Bonds for redemption pursuant to this Article;or(b)pay the Bonds at their respective maturities and mandatory redemption dates; or(c) any combination of such redemption and payment; and(ii) "Sufficient Monies and/or Sufficient Escrow Securities" shall be held in separate accounts by such Escrow Agent or Paying Agent in trust for the holders of the Bonds to be redeemed and paid, all as provided in this Resolution. Sufficient Monies and/or Sufficient Escrow Securities shall mean cash, and Escrow Securities in such amounts, bearing interest at such rates and maturing on such dates that the proceeds thereof, and the interest thereon, will provide sufficient monies for the payment of the redemption price and maturing principal amounts of the Bonds and the interest to accrue thereon to the date fixed for redemption or the dates of their respective maturities and mandatory redemption dates. SECTION 3.05. EXPENSES OF REDEMPTION. The expenses of any redemption of Bonds pursuant to this Article shall be paid by the City from its legally available funds. ARTICLE IV CONSTRUCTION FUND SECTION 4.01. CONSTRUCTION FUND. A special fund is hereby created and designated "City of Dania Beach, Florida General Obligation Bonds, Series 2010 Construction Fund"(herein sometimes called the"Construction Fund")which shall be held by the City and to the credit of which there shall be deposited the amounts described in Section 2.06 of this Resolution. At the option of the City, there may also be deposited for the credit of the Construction Fund, any monies received by the City from any source,unless such monies are required by this Resolution to be otherwise applied.The City may create Accounts in the Construction Fund for deposit of funds,if any, from other sources, as provided in the resolution or ordinance directing such deposit. RESOLUTION#2010-066 12 The monies in the Construction Fund derived from the proceeds of Bonds shall be held in trust and applied to the payment of the Cost of the Project. Pending such application, such monies shall be subject to a lien and charge in favor of the holders of the Outstanding Bonds in the manner provided herein until paid out as herein provided. SECTION 4.02 PAYMENTS FROM CONSTRUCTION FUND. Payment of the Cost of the Project shall be made from the Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set forth in this Article and the City covenants that it will not cause or permit to be paid from the Construction Fund any sums except in accordance with such provisions and restrictions. Monies in the Construction Fund shall be disbursed subject to such controls and procedures as the City may from time to time institute in connection with the disbursement of City funds for paying the cost of capital projects, subject to the requirements of the Interlocal Agreement and the Library Agreement. SECTION 4.03 COST OF A PROJECT. For the purposes of this Article IV, the Cost of the Project shall include,without intending to limit or to restrict any proper definition of Cost under the provisions of this Resolution or the Act, the following: (i) obligations incurred for labor, materials, machinery and equipment in connection with the construction of enlargements, improvements, modifications and extensions, and for the restoration or relocation of property damaged or destroyed in connection with same and for the demolition and disposal of structures and all other obligations incurred to contractors,suppliers,materialmen,and laborers that are necessary or desirable in connection therewith; (ii) interest accruing upon the Bonds prior to the commencement of and during construction; (iii) the cost of acquiring by purchase,if such purchase shall be deemed expedient, and the amount of any award or final judgment in,or any settlement or compromise of,any proceeding to acquire by condemnation, such property, lands, rights of way, franchises, easements and other interests in lands constituting a part of,or as may be deemed necessary or convenient for the acquisition or construction of, the Project; the cost of options and partial payments thereon, the cost of filling, draining, or improving any lands so acquired, and the amount of any damages incident to or consequent upon the acquisition or construction of the Project; (iv) expenses of administration properly chargeable to the Project including legal expenses of consultants, financing charges, bond counsel fees and expenses, the cost of preparing and issuing Bonds, taxes or other municipal or governmental charges lawfully levied or assessed during construction upon the Project or any property acquired therefor,and premiums on insurance (if any) in connection with the Project during construction; (v) fees and expenses of architects,engineers,surveyors,construction supervisors and similar professionals for making studies, surveys and estimates of cost and of revenue and for preparing plans and supervising construction, as well as for the performance of all RESOLUTION#2010-066 13 other duties set forth herein in relation to the construction of the Project or the issuance of Bonds therefor; (vi) all items embraced within the term "cost", as defined in the Act, and other items of expense not elsewhere in this Section specified, incident to the acquisition or construction and equipping of the Project and the placing of any improvements in operation and to the acquisition of real estate,franchises and rights-of-way therefor,including abstracts of title and title insurance; and (vii) any amounts hereafter advanced by any agency of the state or federal government for any of the foregoing purposes and any obligation or expenses heretofore or hereafter incurred by the City for any of the foregoing purposes, including the cost of materials,supplies or equipment furnished by the City in connection with the construction of the Project and paid for by the City out of funds other than monies in the Construction Fund. SECTION 4.04 DISPOSITION OF CONSTRUCTION FUND BALANCE. When the construction of the Project shall have been completed,which fact shall be evidenced to the City by a certificate stating the date of such completion, signed and approved by the City's consulting engineers,the balance in the Construction Fund relating thereto not reserved for the payment of any remaining part of the Cost thereof, shall be applied,at the discretion of the City,for one or more of the following purposes: (i) to make payments required by Section 148(f) of the Code; (ii) to pay principal or interest on the Bonds; and (iii) to make additional capital expenditures for Project improvements authorized under the Referendum Resolution and the Bond Referendum. SECTION 4.05 INVESTMENTS OF FUNDS IN THE CONSTRUCTION FUND. Funds on deposit in the Construction Fund shall be invested in Investment Securities. Earnings on funds on deposit in the Construction Fund shall be transferred no less frequently than semi-annually to the Sinking Fund established pursuant to Section 5.02 hereof. ARTICLE V AD VALOREM TAXES SECTION 5.01. PLEDGE OF FULL FAITH,CREDIT AND TAXING POWER. The City hereby irrevocably pledges its full faith,credit and taxing power for the prompt payment of the principal of and interest on the Bonds. A lien is hereby imposed upon the Ad Valorem Taxes and other monies on deposit from time to time in the Funds and Accounts,including,without limitation, the investment earnings thereon,to secure the payment of the principal of and interest on the Bonds. SECTION 5.02 LEVY OF AD VALOREM TAXES; SINKING FUND. There is hereby created a Sinking Fund to be held by the Depository and administered by the City solely for the purpose of paying the principal of and interest on the Bonds as they become due.Pending its use, money on deposit in the Sinking Fund may be invested in Investment Securities. In each Fiscal Year while any of the Bonds are Outstanding,there shall be assessed, levied and collected, without limitation as to rate or amount, a tax on all taxable property within the City sufficient in amount to pay the principal of and interest on the Bonds as the same shall become due, RESOLUTION#2010-066 14 after deducting therefrom any other funds which may be available for such principal and interest payments and which shall actually be so applied. The tax assessed, levied and collected for the security and payment of the Bonds shall be assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of principal of and interest on the Bonds.The proceeds of such tax shall be deposited, as received, into the Sinking Fund. The City will diligently enforce its right to receive tax revenues in connection with the Bonds and will diligently enforce and collect such taxes. The City will not take any action that will impair or adversely affect its rights to levy, collect and receive said taxes,or impair or adversely affect in any manner the pledge made herein or the rights of Holders of the Bonds. ARTICLE VI COMPLIANCE WITH TAX REQUIREMENTS SECTION 6.01. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITH CODE. (a) The City covenants with the holders of the Bonds that it shall comply with the requirements of the Code necessary to maintain the exclusion of interest on the Bonds from gross income for purposes of federal income taxation,including the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code, and, in particular, that it shall not make or direct the making of any investment or other use of proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the interest on such Bonds to be or become subject to federal income taxation,nor shall it fail to do any act, if such failure which would cause such interest to become subject to federal income taxation. (b) The City covenants with the holders of the Bonds that neither the City nor any other person under its control or direction will make any investment or other use of the proceeds of such Bonds(or amounts deemed to be proceeds under the Code)in any manner which would cause such Bonds to be "private activity bonds" as that term is defined in Section 141 of the Code (or any successor provision thereto), except as to any Bonds so categorized at the time of issuance, or "arbitrage bonds" as that term is defined in Section 148 of the Code (or any successor provision thereto) and that it will comply with such sections of the Code throughout the term of the Bonds. SECTION 6.02. ARBITRAGE REBATE COVENANTS. Prior to the issuance ofthe Bonds, the City shall execute and deliver a certificate containing arbitrage rebate covenants (the "Rebate Covenants")as to said Bonds. The City covenants for the benefit of the Bondholders that it will comply with the requirements of the Rebate Covenants.The City shall not be required to comply with the requirements of the Rebate Covenants in the event that the City obtains an opinion of counsel with expertise in the field of tax-exempt municipal finance to the effect set forth in(i)or(ii) or both: (i)such compliance is not required in order to maintain the federal income tax exemption of interest on the Bonds; or(ii)compliance with some other requirement is necessary to maintain the federal income tax exemption of interest on the Bonds or is a permissible substitute for any deleted requirement. RESOLUTION#2010-066 15 This Article shall survive any defeasance of the Bonds under Article X. ARTICLE VII CERTAIN MATTERS RELATING TO THE BOND REGISTRAR AND PAYING AGENT SECTION 7.01. CERTAIN MATTERS RELATING TO THE BOND REGISTRAR AND PAYING AGENT. The Bond Registrar and Paying Agent,if other than the City(hereinafter sometimes referred to collectively as the"Fiduciary"),will signify the acceptance of the duties and obligations imposed upon the Fiduciary by this Resolution and any other agreements with the City by executing and delivering to the City a written acceptance thereof,and by executing such acceptance, the Fiduciary shall be deemed to have accepted such duties and obligations with respect to the Bonds, upon and subject to the provisions of this Article VII. SECTION 7.02. RESPONSIBILITIES OF FIDUCIARY. The statements contained herein and in the Bonds shall be taken as the statements of the City and the Fiduciary assumes no responsibility for the correctness of same. The Fiduciary makes no representation as to the validity or sufficiency of this Resolution or as to the security afforded by the foregoing and the Fiduciary shall incur no liability with respect thereof. The Bond Registrar shall,however,be responsible for its representation contained in its certificate of authentication on the Bonds. The Fiduciary shall not be under any responsibility or duty with respect to the application of any monies paid by such Fiduciary in accordance with the provisions of this Resolution to or upon the order of the City or to any other fiduciary. The Fiduciary shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit with respect thereof,or to advance any of its own monies, unless properly indemnified. Subject to the provisions of the following paragraph, the Fiduciary shall not be liable in connection with the performance of its duties hereunder except for its own gross negligence or willful default. The Fiduciary undertakes to perform such duties and only such duties as are specifically set forth herein and no implied covenants or obligations of the Fiduciary shall be read into this Resolution. SECTION 7.03. EVIDENCE ON WHICH FIDUCIARY MAY ACT. The Fiduciary, upon receipt of any notice, resolution, request, consent, order, certificate,report, opinion, bond or other paper or document furnished to it pursuant to any provision of this Resolution shall examine such instrument to determine whether it conforms to the requirements of this Resolution and shall be protected in acting upon any such instrument believed by it to be genuine and believed by it to have been signed or presented by the proper party or parties.Each Fiduciary may reasonably consult with counsel and certified public accounting firms,who may or may not be counsel to,or accountants for, the City,and the opinion of such counsel or accountants shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Resolution in good faith and in accordance therewith. Whenever the Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Resolution, such matters(unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively RESOLUTION#2010-066 16 proved and established by a certificate of an Authorized Officer, and such certificate shall be full warrant for any action taken or suffered in good faith based thereon; but in its discretion, the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as may seem reasonable to it. Except as otherwise expressly provided in this Resolution,any request,order,notice or other direction required or permitted to be furnished pursuant to any provision thereof by the City to the Fiduciary shall be sufficiently executed in the name of the City by an Authorized Officer. SECTION 7.04. COMPENSATION. Prior to its appointment,the Fiduciary shall file with the City a negotiated schedule of anticipated fees and charges for services to be performed pursuant to this Resolution. The City shall pay to the Fiduciary from time to time pursuant to such schedule reasonable compensation for all services rendered, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents, and other persons not regularly in its employ, incurred in and about the performance of its powers and duties under this Resolution. To the extent permitted by law, the City hereby agrees to indemnify the Fiduciary and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity brought by third parties,or any other expenses,fees or charges of any character or nature which it may incur or with which it may be threatened by reason of such third parry threats or proceedings, except in the case of the Fiduciary's own gross negligence or willful default, and in connection therewith to indemnify the Fiduciary against any and all expenses, including attorneys' fees and the costs of defending any action, suit or proceeding or resisting any claim, including appellate proceedings. SECTION 7.05. CERTAIN PERMITTED ACTS. The Fiduciary may become the owner of any Bonds, with the same rights it would have if it were not a Fiduciary. To the extent permitted by law,the Fiduciary may act as Depository for the City and may permit any of its officers or directors to act as a member of,or in any other capacity with respect to,any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Resolution,whether or not any such committee shall represent the holders of a majority in principal amount of the Bonds then Outstanding. SECTION 7.06. MERGER OR CONSOLIDATION OF FIDUCIARY. Any company into which any Fiduciary may be merged or converted or with which it may be consolidated or any company resulting from any merger,conversion or consolidation to which it shall be a party or any company to which any Fiduciary may sell or transfer all or substantially all of its corporate trust business or assets,provided such company shall be a bank or trust company organized under the laws of any state of the United States or a national banking association and shall be authorized by law to perform all duties imposed upon it by this Resolution, shall be the successor to such Fiduciary without the execution or filing of any paper or the performance of any further act. SECTION 7.07. ADOPTION OF AUTHENTICATION. In case any of the Bonds contemplated to be issued under this Resolution shall have been authenticated but not delivered,any successor Bond Registrar may adopt the certificate of authentication of any predecessor Bond Registrar so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the Bonds shall not have been authenticated, any successor Bond Registrar may authenticate such RESOLUTION#2010-066 17 Bonds in the name of, but as successor to, the predecessor Bond Registrar, or in the name of the successor Bond Registrar;and,in all such cases,such certificate shall be given full force and effect. SECTION 7.08. RESIGNATION OR REMOVAL OF PAYING AGENT AND APPOINTMENT OF SUCCESSOR. The Paying Agent may, at any time, resign and be discharged of the duties and obligations created by this Resolution by giving sixty(60)days'written notice to the City and any other Paying Agent. So long as no event of default or an event which, with notice or passage of time,or both,would become an event of default, shall have occurred and be continuing, the Paying Agent may be removed at any time for cause as determined in the sole good faith discretion of the City as set forth in an instrument filed with such Paying Agent and signed by an Authorized Officer. Any successor Paying Agent shall be appointed by the City and shall be a bank or trust company organized under the laws of any state of the United States or a national banking association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. While the Purchaser is the Holder of the Series 2010 Bonds, any successor Paying Agent other than the City shall be approved by the Purchaser. In the event of the resignation or removal of the Paying Agent,such Paying Agent shall pay over, assign and deliver any monies held by it as Paying Agent to its successor, or if there be no successor,to the City. SECTION 7.09. RESIGNATION AND REMOVAL OF BOND REGISTRAR AND APPOINTMENT OF SUCCESSOR. The Bond Registrar may, at any time, resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty(60)days' written notice to the City. So long as no event of default or an event which,with notice or passage of time, or both, would become an event of default, shall have occurred and be continuing, the Bond Registrar may be removed at any time for cause as determined in the sole good faith discretion of the City as set forth in an instrument filed with such Bond Registrar and signed by an Authorized Officer. While the Purchaser is the Holder of the Series 2010 Bonds, any successor Bond Registrar other than the City shall be approved by the Purchaser. ARTICLE VIII EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS SECTION 8.01. EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS. Any request,direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their duly authorized attorneys or legal representatives. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who,by the laws thereof,has RESOLUTION#2010-066 18 power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him,or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. (b) Ownership of Bonds should be proved by registration books of the City,or the Bond Registrar on behalf of the City,maintained as provided in this Resolution. Nothing contained in this Resolution shall be construed as limiting the City to such proof,it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the holder of any Bond shall bind every future holder of the same Bond in respect of anything done by the City pursuant to such request or consent. ARTICLE IX MODIFICATIONS AND AMENDMENTS SECTION 9.01. MODIFICATION OR AMENDMENT. [Subject to the provisions of Section 11.05 hereof], no modification or amendment to this Resolution or of any Resolution amendatory hereof or any ordinance or resolution supplemental hereto materially adverse to the Holders of the Bonds may be made without the consent in writing of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds,but no modification or amendment shall permit a change(i)in the maturity of the Bonds or a reduction in the rate of interest thereon;(ii) in the amount of the principal obligation of any Bond; (iii) that would affect the unconditional promise of the City to levy and collect Ad Valorem Taxes as herein provided, or (iv) that would reduce such percentage of Holders of the Bonds required above for such modifications or amendments, without the consent of all of the Holders of the Bonds affected. For the purpose of Bondholders' voting rights or consents, the Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. ARTICLE X DEFEASANCE SECTION 10.01. DEFEASANCE. If all the Outstanding Bonds shall have been paid as provided below, and the City shall pay or cause to be paid to the Paying Agent and Bond Registrar all sums of money due or to become due according to the provisions hereof and such other instruments as may be entered into with such agents and parties,then and in that case the right,title and interest of the Bondholders hereunder shall cease,terminate and become void,and such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution. In such event, this Resolution shall be discharged and released and amounts held in the Funds and Accounts created hereunder shall be released to the City for its own purposes. Any Bond shall be deemed to have been paid within the meaning and with the effect expressed in this Section 10.01 when the whole amount of the principal of and interest on such Bond shall have been paid or when: (a) there shall have been deposited with the Paying Agent or other appropriate Escrow Agent solely for the owner of such Bond and other Bonds being defeased and RESOLUTION#2010-066 19 specifically designated for the purpose of defeasance either monies, Escrow Securities, or any combination thereof,in an amount which shall have been verified by an independent certified public accountant selected by the City to be sufficient,with interest earnings thereon,to pay when due the principal of and interest due and to become due on such Bonds on or prior to the redemption date or maturity date thereof,as the case may be;and(b)in the event such Bond does not mature and is not to be redeemed within the next succeeding sixty days, the City shall have notified, as soon as practicable, the registered owner of such Bond, in the manner set forth in Section 11.04 hereof, stating that the deposit of monies or Escrow Securities, or both, required by clause (a) of this paragraph has been made with the Paying Agent or other Escrow Agent solely for the owner of such Bond and other Bonds being defeased, and that such Bond is deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which monies are to be available for the payment of the principal of and interest on such Bond. Except as hereinafter provided,neither the monies nor Escrow Securities deposited with the Paying Agent or other Escrow Agent pursuant to this Section 10.01 nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than,and shall be held in trust for, the payment of the principal of and interest on said Bonds. Monies and Escrow Securities held by an Escrow Agent may be substituted for other monies and Escrow Securities to the extent permitted by an Escrow Deposit Agreement. If any portion of the monies designated for the payment of the principal of and interest on any portion of Bonds is not required for such purpose,the City may use the amount of such excess,free and clear of any trust,lien, security interest,pledge or assignment securing said Bonds or otherwise existing under this Resolution. ARTICLE XI SALE OF THE BONDS; PARTICULAR DETAILS AND COVENANTS SECTION 11.01 SALE OF THE BONDS. The Commitment Letter submitted by the Purchaser and attached hereto as Exhibit B is hereby approved and accepted. As a condition to the delivery of the Bonds to the Purchaser,the Purchaser shall deliver to the City an investor letter and Disclosure and Truth in Bonding Statement substantially in the forms attached hereto as Exhibit C and D,respectively. The Bonds are authorized to be sold to the Purchaser at a purchase price equal to the original aggregate principal amount of the Bonds. Notwithstanding anything to the contrary in this Resolution,the Bonds may only be transferred or assigned by the Purchaser in whole,but not in part, subject to the prior written consent of the City, which consent shall not be unreasonably withheld, provided that the proposed transferee or assignee delivers to the City an investor letter in form and substance identical to that delivered to the City by the Purchaser. SECTION 11.02. ADJUSTMENT TO INTEREST RATE UPON A DETERMINATION OF TAXABILITY. In the event of a Determination of Taxability,the Bonds shall bear interest from the earliest effective date of such Determination of Taxability at a rate per annum equal to the interest rate per annum borne by the Bonds on the date of issuance thereof, multiplied by 1.55. In addition to the foregoing,the City shall pay any additions to tax,penalties and interest, and any arrears in interest, imposed upon the registered owner of the Bonds on account of any Determination of Taxability. All such additional interest,additions to tax and penalties shall be RESOLUTION#2010-066 20 paid on the next succeeding Interest Payment Date for the Bonds following the Determination of Taxability. SECTION 11.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR The City will serve as initial Paying Agent and Registrar for the Bonds and hereby accepts the duties imposed on the Paying Agent and Registrar for the Bonds by this Resolution. SECTION 11.04. REDEMPTION PROVISIONS. The Bonds shall be subject to redemption, at the option of the City, in whole or in part,at any time,without penalty or premium. Notwithstanding anything to the contrary herein,in the event of any partial redemption of any Bonds, each partial redemption shall be applied first to accrued interest and then to principal in inverse order of maturity.Notwithstanding anything to the contrary herein,notice of such redemption,specifying the desired redemption date, shall be sent to the registered owner at least ten (10) Business Days prior to the date of redemption.The City may revoke any notice of redemption delivered pursuant to this subsection,once given,up to two(2)Business Days prior to the redemption date specified in the notice of redemption; thereafter the notice shall be irrevocable. SECTION 11.05 PARTICULAR COVENANTS. While the Bonds are Outstanding and the Purchaser is the registered owner thereof. (a) the City shall deliver to the Purchaser its comprehensive annual financial report no later than 270 days following the end of each Fiscal Year of the City;(b)the City shall deliver to the Purchaser its approved annual budget and any amended or supplemental budget within 60 days following the approval thereof; (c) the City shall enter into appropriate arrangements with the Purchaser,prior to the issuance of the Bonds,to provide for auto- debiting by the Purchaser of payments of principal of and interest with due with respect to the Bonds (including as a result of optional redemption); (d)the Purchaser may,either at law or in equity,by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights it may have as a Holder of the Bonds, including the appointment of a receiver, existing under state or federal law, or granted and contained in this Resolution., and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the City, the City Commission or by any agency, officer, member or employee thereof. The City recognizes that the Purchaser shall have no responsibility for the use of the proceeds of the Bonds and the use of such proceeds by the City shall in no way affect the rights of the Purchaser. The City shall be irrevocably obligated to continue to levy and collect the Ad Valorem Taxes as provided for herein and to pay the principal of and interest on the Bonds and other payments provided for herein from the Ad Valorem Taxes,notwithstanding any failure of the City to use and apply such proceeds of the Bonds in the manner provided for herein. ARTICLE XII MISCELLANEOUS PROVISIONS SECTION 12.01. EFFECT OF COVENANTS. All covenants,stipulations,obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City and of each department and agency of the City to the full extent authorized or permitted by law,and all such covenants,stipulations,obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time RESOLUTION#2010-066 21 and any officer,board,body or commission to whom or to which any power or duty affecting such covenants,stipulations,obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution,all rights,powersand privileges conferred and duties and liabilities imposed upon the City by the provisions of this Resolution shall be exercised or performed by the Governing Body or by such other officers,board,body or commission as may be required by law to exercise such powers or to perform such duties. No covenants,stipulation,obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member,agent or employee of the City in his individual capacity, and neither the Governing Body nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 12.02. MANNER OF GIVING NOTICE. Any notice,demand,direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent by registered mail,return receipt requested to the City Manager at the principal office of the City. All documents received by the City Manager shall be retained in his possession,subject at all reasonable times to the inspection of any Bondholder, and the agents and representatives thereof. SECTION 12.03. SUCCESSORSHIP OF CITY. In the event that the offices of any officer of the City mentioned in this Resolution shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. SECTION 12.04. INCONSISTENT ORDINANCES AND RESOLUTIONS. All ordinances and resolutions and parts thereof which are inconsistent with any of the provisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution. SECTION 12.05. FURTHER ACTS. The officers and agents of the City are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Resolution,for the full,punctual and complete performance of all of the terms,covenants,provisions and agreements contained in the Bonds and this Resolution. SECTION 12.06. HEADINGS NOT PART OF RESOLUTION. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference,and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. RESOLUTION#2010-066 22 SECTION 12.07. CITY, BOND REGISTRAR, PAYING AGENT AND BONDHOLDERS ALONE HAVE RIGHTS UNDER RESOLUTION. Except as herein otherwise expressly provided,nothing in this Resolution,expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City, Bond Registrar, Paying Agent and the owners of the Bonds,any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the owners from time to time of the Bonds. SECTION 12.08. EFFECT OF PARTIAL INVALIDITY. In case any one or more of the provisions of this Resolution or of any Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds,but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. SECTION 12.09. AUTHORITY TO PURCHASE OR DEAL IN BONDS. Any bank or trust company acting as Bond Registrar or Paying Agent under this Resolution,and its directors, officers,employees or agents may in good faith buy,sell,own,hold and deal in any of the Bonds and may join in any action which any Bondholder may be entitled to take with like effect as if such bank or trust company were not the Bond Registrar or Paying Agent under this Resolution. SECTION 12.10. PAYMENTS DUE ON OTHER THAN A BUSINESS DAY. If the date for payment of the principal of, premium, if any, or interest on any Bonds shall not be a Business Day,then the date for such payment shall be the next succeeding day which is a Business Day, and payment on such Business Day shall have the same force and effect as if made on the nominal date of payment. SECTION 12.11. SUSPENSION OF PUBLICATION OR MAIL. If,because of the temporary or permanent suspension of delivery of registered mail or, for any other reason,the City shall be unable to mail by registered mail any notice required to be mailed by the provisions of this Resolution,the City shall give such notice in such other manner as in the judgment of the City shall most effectively approximate such mailing thereof, and the giving of such notice in such manner shall for all purposes of this Resolution be deemed to be in compliance with the requirement for the mailing thereof. Except as otherwise provided herein, for all purposes of this Resolution, anything required to be mailed shall be deemed mailed upon the deposit of the item with the U.S. Postal Service, by registered mail, return receipt requested and addressed to the addressee as set forth in Section 12.02 hereof or otherwise provided in this Resolution. SECTION 12.12. SEPARATE ACCOUNTS. The monies required to be accounted for in each of the Funds and Accounts may be deposited in a single bank account,and funds allocated to the various Funds and Accounts may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the monies on deposit therein and such investments for the various purposes of such Funds and Accounts as provided herein. RESOLUTION#2010-066 23 The designation and establishment of the various Funds and Accounts shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting,but rather is intended solely to constitute an earmarking of certain revenue for certain purposes and to establish certain priorities for application of such revenue as herein provided. SECTION 12.13. CONFLICTS. All resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. SECTION 12.14 RESOLUTION EFFECTIVE. This Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on April 27, 2010. �AAp S FIRST CST ATTEST- �Q0 C.K. MC LYEA, MAYOR LOUISE STILSON, CITY CLERK APPROV/E�D AS TJORM ND CORRE I AA THOMA J. A R , CITY ATTORNEY RESOLUTION#2010-066 24 EXHIBIT A FORM OF BONDS THIS OBLIGATION MAY ONLYBE TRANSFERRED WITH THE WRITTEN CONSENT OF THE CITYAS PROVIDED HEREIN No. R-1 $3,500,000 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DANIA BEACH GENERAL OBLIGATION BONDS,SERIES 2010 Interest Rate Maturity Date Original Dated Date 4.43% October 15, 2025 May 4, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: THREE MILLION FIVE HUNDRED THOUSAND DOLLARS The City of Dania Beach,Florida,a municipal corporation of the State of Florida(hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns,the Principal Amount identified above, and to pay interest on such unpaid Principal Amount from the date hereof at the Interest Rate per annum identified above, subject to adjustment as herein provided,until payment in full of the Principal Amount shown above, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the fifteenth day of April and the fifteenth day of October of each year,commencing on October 15,2010.The City is serving as the initial Bond Registrar and Paying Agent for this Bond (the"Registrar"and"Paying Agent').Payment of principal sufficient to fully amortize the Principal Amount shown above,through the Maturity Date shown above, shall be made on each October 15, commencing on October 15,2010,based on the amortization installment schedule attached hereto, subject to the earlier optional redemption in whole of this Bond as provided herein. The interest due on this Bond shall be computed based on a 360 day year of twelve (12) thirty (30) day months. This Bond and the interest hereon is payable from and secured by a lien upon and pledge of the Ad Valorem Taxes and amounts held in certain funds and accounts established under the hereinafter described Bond Resolution,all in the manner and to the extent provided in the resolution adopted by the City on April 27,2010(as the same may be supplemented and amended from time to time,the "Bond Resolution"). All terms used herein in capitalized form and not otherwise defined shall have the meanings ascribed thereto in the Bond Resolution. This Bond and the indebtedness RESOLUTION#2010-066 Exhibit A-1 represented hereby are general obligations of the City. For the prompt payment of the principal of and interest on this Bond as the same shall become due,the full faith,credit and taxing power of the City are irrevocably pledged. In the event of a Determination of Taxability,this Bond shall bear interest from the earliest effective date of such Determination of Taxability at a rate per annum equal to the Interest Rate per annum shown above multiplied by 1.55. In addition to the foregoing, the City shall pay any additions to tax, penalties and interest, and any arrears in interest, imposed upon the Registered Owner of this Bond on account of any Determination of Taxability. All such additional interest, additions to tax and penalties shall be paid on the next succeeding interest payment date for this Bond following the Determination of Taxibility. Reference is hereby made to the Bond Resolution for the provisions,among others,relating to the terms,lien and security of the Bonds,the custody and application of the proceeds of the Bonds, the rights and remedies of the registered owners of the Bonds,the extent of and limitations, on the City's rights,duties and obligations,to all of which provisions the Registered Owner hereof for itself and its successors in interest assents by acceptance of this Bond. This Bond constitutes all of an authorized issue of Bonds in the aggregate principal amount of$3,500,000 designated as"City of Dania Beach,Florida General Obligation Bonds,Series 2010", issued to finance the Project pursuant to the authority of and in full compliance with the Act, the Referendum Resolution and the Bond Referendum. This Bond is subject to all of the terms and conditions of the Bond Resolution. The City does not expect to issue more than $30,000,000 of tax-exempt obligations in calendar year 2010, and therefore has designated this Bond as a qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Bond shall be subject to redemption,at the option of the City,in whole or in part,at any time, without penalty or premium. Notice of such redemption, specifying the desired redemption date, shall be sent to the Registered Owner at least ten (10) Business Days prior to the date of redemption.Notwithstanding any provision of the Bond Resolution to the contrary,no other notice of redemption of this Bond is required. The City may revoke any notice of redemption delivered pursuant to the foregoing, once given, up to two (2) Business Days prior to the redemption date specified in the notice of redemption; thereafter the notice shall be irrevocable. The registration of this Bond may be transferred upon the registration books upon delivery to the designated office of the Registrar upon compliance with the provisions of the Bond Resolution. Notwithstanding anything to the contrary in the Bond Resolution or herein, this Bond may only be transferred or assigned in whole, but not in part, subject to the prior written consent of the City, which consent shall not be unreasonably withheld, provided that the proposed transferee or assignee delivers to the City an investor letter in form and substance identical to that delivered to the City by the initial Registered Owner hereof. If the date for payment of the principal of,premium,if any,or interest on this Bond shall not be a Business Day, then the date for such payment shall be the next succeeding day which is a RESOLUTION#2010-066 Exhibit A-2 Business Day,and payment on such Business Day shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that all acts, conditions and things required to exist, to happen,and to be performed precedent to and in the issuance of this Bond exist,have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this Series does not violate any constitutional or statutory limitation or provision. Neither the members of the governing body of the City nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. This Bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication endorsed hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the City of Dania Beach, Florida has issued this Bond and has caused the same to be signed by the Mayor of the City and attested by its City Clerk,either manually or with their facsimile signatures,and its seal or a facsimile thereof to be reproduced hereon,all as of the 4th day of May, 2010. CITY OF DANIA BEACH,FLORIDA (SEAL) By: C.K McElyea,Mayor ATTEST: By: Louise Stilson, City Clerk CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Bond Resolution. CITY OF DANIA BEACH, FLORIDA, as Registrar By: C.K. McElyea, Mayor Date of Authentication: May 4, 2010 RESOLUTION#2010-066 Exhibit A-3 AMORTIZATION SCHEDULE Period Annual Debt Principal Ending Principal Coupon Interest Debt Service Service Outstanding 5/4/2010 3,500,000.00 10/15/2010 55,000.00 4.43% 69,341.81 124,341.81 124,341.81 3,445,000.00 4/15/2011 76,306.75 76,306.75 - 10/15/2011 120,000.00 4.43% 76,306.75 196,306.75 272,613.50 3,325,000.00 4/15/2012 73,648.75 73,648.75 - 10/15/2012 125,000.00 4.43% 73,648.75 198,648.75 272,297.50 3,200,000.00 4/15/2013 70,880.00 70,880.00 - 10/15/2013 130,000.00 4.43% 70,880.00 200,880.00 271,760.00 3,070,000.00 4/15/2014 68,000.50 68,000.50 - 10/15/2014 135,000.00 4.43% 68,000.50 203,000.50 271,001.00 2,935,000.00 4/15/2015 65,010.25 65,010.25 - 10/15/2015 140,000.00 4.43% 65,010.25 205,010.25 270,020.50 2,795,000.00 4/15/2016 61,909.25 61,909.25 - 10/15/2016 150,000.00 4.43% 61,909.25 211,909.25 273,818.50 2,645,000.00 4/15/2017 58,586.75 58,586.75 - 10/15/2017 155,000.00 4.43% 58.586.75 213,586.75 272,173.50 2,490,000.00 4/15/2018 55,153.50 55,153.50 - 10/15/2018 160,000.00 4.43% 55,153.50 215,153.50 270,307.00 2,330,000.00 4/15/2019 51,609.50 51,609.50 - 10/15/2019 170,000.00 4.43% 51,609.50 221,609.50 273,219.00 2,160,000.00 4/15/2020 47,844.00 47,844.00 - 10/15/2020 175,000.00 4.43% 47,844.00 222,844.00 270,688.00 1,985,000.00 4/15/2021 43,967.75 43,967.75 - 10/15/2021 185,000.00 4.43% 43,967.75 228,967.75 272,935.50 1,800,000.00 4/15/2022 39,870.00 39,870.00 - 10/15/2022 190,000.00 4.43% 39,870.00 229,870.00 269,740.00 1,610,000.00 4/15/2023 35,661.50 35,661.50 - 10/15/2023 200,000.00 4.43% 35,661.50 235,661.50 271,323.00 1,410,000.00 4/15/2024 31,231.50 31,231.50 - 10/15/2024 210,000.00 4.43% 31,231.50 241,231.50 272,463.00 1,200,000.00 4/15/2025 26,580.00 26,580.00 - 10/15/2025 220,000.00 4.43% 26,580.00 246,580.00 273,160.00 980,000.00 10/15/2025 980,000.00 980,000.00 980,000.00 0.00 Totals 3,500,000.00 1,681,861.81 5,181,861.81 5,181,861.81 RESOLUTION#2010-066 Exhibit A-4 EXHIBIT B COMMITMENT LETTER See attached. RESOLUTION#2010-066 Exhibit B-1 06 SUNTIUJSr David K.node aunTnw Bear Benldrvka PrpMdent 616 East Les Ores Boulevard Relvion lhip Mnaam 72%%xv Fort taudaodale,FL 33301 Tel 964.786.7446 Fax 964.786.7240 d",roretasuneumixom April 15.2010 Louise Boson,City Clerk City of Dania Beach "Old it 104111 100 W.Dania Beach Boulevard Dana Beach,FL 33004 RE S3,500,000 Tax Exempt General Obligation Loan (Bank Quaiglad) and $1,896,699 Tax Exempt Covenant to Budget and Appropnatd Loan(Bank Qualified) (City Bid a 10-W6) Dear Ms.Slltxm SunTrust Bank(the'Bank7 is pleased to submit a oommibrrent to the City of Dania Beach(the"Borrower or the 4CW)under Do following terms and conditions. AmountFacility 1:Up to$3,500,000 Bank-Quellped Tax-Exempt General Obligation Loan. Fadifty2 Up to$1,895.599 Bank-Quallifled Tax-Exempt Comantio Budget and Appropriate Loan Purpose: Fadilk 1: Prooeads wll be used to finance construction of a portion of a partying garage associated with a library Willy being constructed n the City's downtown area and related antrance roadway costs and pay costs of Issuance associated with sald loan. FacilM 2: Proceeds WIN be used to a finance the acquisition of fine truck equiprherd for use by the Curs ire Department and pay costs of issuance associated with said loan Security: Fealty 1 General Obligation pledge of ad valorem taxes which shall be reseeded levied and collected In a suftlent amount to cover dW service. Facility 2 Clty'a oovenlm to budget and appropriate from legally non-ad valorem revenues. Repayment: FaaRv 1 and 2: Principal payments due annually commencing on October 15, 2010 and Interest anal be payable samlannualy on each April 16a and October 156,commanding ending October 16,2010. Ar WtbMBDni Tern: FAIN 1 - Repayment shall be based on a twenty year armrfizadm with a balloon payment due October 15,2026 Facility 2 Repayment shag be based on a fury srmor1limig loan due 15 years from closing. RESOLUTION#2010-066 Exhibit B-2 Interest Rate: Facility 1: • option 1 fFtxed Raul Bank-Quafifled tax exempt foxed rate of 4.43% allowing prepayment at any time. • Option 2(Variable Rate1 Bank-Qualified tax exempt variable rate 88%of the Six Month LIBOR as published in the"Nall Street Journal"plus 179 basis points,The initial rate Is set 3 business days prior to the origination date. Thereafter the interest isle will reset as of each October 15 and Apra 15 throughout the Woof the ban. As of 03l30f201 D this rats would be 2.08%allowing prepayment at any time. Facia 2: • Option 1!Fixed Rete1 Bank-Qualified tax exempt fixed rate at 4.41%allowing prepayment at any 6me. • Opton 2 Nadable Ralsl Bank-Qualified tax exempt variable rate 66%of the Sic Month LIBOR as published in the"Wall Street Joumar plus 189 bash points.The initial rate Is set 3 business days prior to the origlnatlon date.Thereafter the Interest rate will reset as of each October 16 and April 16 throughout the life of the loan. As of 031=010 this rate would be 2.18%allowing prepayment at any time. In order to hold the Foxed Interest Rate through a closing date no lstar than May 17,2010.the Borrower must notify the Bank In writing (acknowledged by Lender)by 3:00 P.M., April 30, 2010 VW the Bank is chosen for the said ftwndrg, subject to final council approval. if notification occurs by this data,the Bank will honor the Fisted Interest Rate for a closing on or before May 17, 2010. There will not be a pwwfty to the Borrower d notice is made by the indicated data,end the transaction in not formally awarded by the Commission to the Bank, Once the Commission approves the commitment letter,the City is subject to a 10 basis point breakage fee against loan amount If the loan In not dosed an or before May 17, 2010- The Bank,In Its ado discretion,may extend the raft look period. Loan Fee: Facility/ and 2 None Prepayment: Facility 1 and 2 Partial or full prapsymard Is allowed at any time Covenants: Facility 1 None Facility Covenant to budget and appropriate- Anti-Dilution Test (Non-Ad Valorem Revanuas): Pl edgeable non-ed valorem revenues for the most recent audited financial afalemenls leas ((non-ad valorem revenues divided by total revenues(exdudkV enterprise revenue)muldpiled by cost of essential stMces));lees MAD$on proposed and existing debt secured or payable from all or a portion of non-ad valorem revenues,must be equal to or greater than 1.50x max annual CBA debt service. 2 RESOLUTION#2010-066 Exhibit B-3 Conditions: • City'a Comprehensive Annual Financial Report to be submitted to the Bank annually within 270 days of flecal year end. • Cily's approved Budget to be submitted to the Bank annually within 60 days of budget being approved. • The loan(s)shalt be setup on aulo-debit for loan payments. • City may choose to accept either Wily or both facilities LegalFess: Borrower PAR be responsible for legal fees and other out ofthe pocket expense& Thisincludes the Bank's estimated outside counsel fees of $5,000 for each credit faclly for mv*w of documents. The Bank is happy to discuss whlth counsel Is Mors accommodating to prepare documents, Contact Officer: David K Ross,SVP SunTnast Bank 515 Esst Las Olas Blvd, Fort Lauderdale,FL 33301 Telephone:(954)785.7445 Facsimile:(954)765.7240 Additional Conditions, 'QualUled Tax-Examct Obl�n`shall heye the same meaning as in Section 285(b)(3)of the internal Revenue Code(Code).The rate shall be adjusted, as set forth below, In the event of a change In the Tax-Exempt status of the obligation. Interest Rate if Loan 11gRM Taxable. If the loan is deemed a'YQuaified Tax-Exempt Obligation' whereby the interest earned on the ban Is excluded from the arose income of the Bank when Men inng Federal and State tax liability,and the ban Is Issued at a tax exempt rate but later the interest on the ban becomes taxable(I.e.,memos to be a YBtaillled Tax-Ex mpt Obligation")for whatever reason,then the loan will beer Interest from the earliest 911111 Nedate as ofwhkh Interest payable on the loan is includable In the gross Income of the Bank at a Fired Taxable late per anrwm equal to tite Fixed Rate times 1.55 (•Fi)md Taxable Rats.'The Borrower shall also pay any addition$to tax,penettles,and any Interest on the Ian and ke gross Income for Federal IncomsTax purposes,and any arrears in Interest mauling From a determination of texablily. Any Mies in the firm of interest or otherwise shall be paid by the Borrower on the nod succeeding Interest payment data. Arbitnew Responsibility. The Borrower shall sssurne whatever responsibility and hake whatever action Is necessary to assure that the ban will not constitute an'Arbitnege Loan"under the provision of section 148 of the Code. Additionally, the Borrower shall covenant to comply with any and all rebste requirements contained In Section 148 of the Code. Interest Rate Linkalon. if required,the Borrower shalt take whatever action Is necessary In order to oompy with the proylslom of Section 215.84, Florida Statutes, relating to maximum rate of Interest Including, but not limited to, the filing of a request with the state Board of Administration for au8wdza8on of the Interest rate provided herein,if such interest rate's in excess of the maximum race. The Borrow shall oompywtitt and agree to such other covenants,terms,and conditions that maybe reasonably required by the Bank and Its counsel and are customary in municipal tinencinge of this nature Including standard grass up language. These covenants would Include,but not be limited te, covenants regarding compliance with laws and regulations,the submission of audited financial data to the Bank Ina Bmdy manner,events of default including failure to male payments,failure to perform any covenant,and the filing of bankruptcy by the Borrower,and remedies in the event of default,Including acceleration. 3 RESOLUTION#2010-066 Exhibit B-4 It Is understood that the proposal set forth herein Is ocndiioned upon the aocuracy of information provided to the Bank by the Borrower and the continued financial strength of the Borrower. Any misrepresentation or false statement of matenal fashion made by the Borrower to Induce this bid orany material adverse change in the financial condition of the Bon owerwill be sufterit cause forthe Bank to terminate this proposal. The Bank will require an opinion from a qualified Bond Counsel regarding the validity of issuance, enforceability of documents, and other pertinent Issues. This commitment Is subject to all documentation for the note contemplated by this commitment being reviewed and acwpled In form and substance by the Bank and its Counsel. WAIVER., THE MAKER, BY EXECUTION HEREOF, AND THE LENDER, BY ACCEPTANCE HEREOF,MUTUALLY AND WILLINGLY WANE THE RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR ARISING N THE FUTURE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS, AND INTERVENORS CLAIMS WHETHER ARMING FROM OR RELATED TO THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THE TRANSACTIONS TO WHICH THIS COMMITMENT RELATES. THIS COMMITMENT LETTER OUTLINES THE GENERAL TERMS AND CONDITIONS OF THE PROPOSED LENDING AGREEMENT BETWEEN THE CITY AND SUNTRUST BANKS,INC. IF THIS OFFER IS NOT ACCEPTED BY THE CITY ON OR BEFORE April 30, 2010,THE OFFER WILL EXPIRE UNLESS EXTENDED BY THE BANK After you have had a chance tD review the following information,please contact David Ross at(964)786-7448 wihanyquestions. SunTrust greatly appreciates theopporturilly to provide this financing oommilmeritto the City for the above referenced financing,and eagerly awaits your response. Sincerely, David K.flow Senior Vlos President,Relationship Manager Not—For-Profit and Governmental Banking BORROWER ACCEPTS THE COMtv(rrWU TAS RENDERED: BY: ]ITS: Choose one: Facility 1 Facility 2 Facilities 1 and 2 4 RESOLUTION#2010-066 Exhibit B-5 EXHIBIT C FORM OF INVESTOR LETTER City Commission City of Dania Beach, Florida Re: City of Dania Beach, Florida $3,500,000 General Obligation Bonds, Series 2010 (the "Bonds") Ladies and Gentlemen: This letter is being provided in connection with the purchase of the above-referenced Bonds. 1. We are engaged in the business of investing in securities similar to the Bonds or the business of entering into loan transactions evidenced by securities similar to the Bonds. 2. We are purchasing the Bonds from the City of Dania Beach,Florida(the"City")for our own account (or those of our banking affiliates) for investment purposes and not for resale; provided,however,that the Bonds may be transferred or assigned in whole,but not in part,subject to the terms and conditions set forth in the Bonds. 3. We are an "accredited investor" as that term is defined in Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act'), and we have sufficiently knowledge and experience in financial and business matters,including the purchase and ownership of taxable and tax-exempt obligations,to be capable of evaluating the merits and risks of our investment in the Bonds. 4. We are able to bear the economic risk of our investment in the Bonds. 5. We acknowledge that no covenant,stipulation,obligation or agreement contained in any documents related to the issuance of the Bonds is or shall be deemed to be a covenant,agreement or obligation of any present or future board member, officer or employee of the City in his or her individual capacity. 6. We acknowledge and agree that the Bonds have not been and will not be registered under the 1933 Act or the securities or Blue Sky laws of any state and are not listed on any stock or securities exchange. 7. We understand that no offering, statement, prospectus, offering circular, official statement or other disclosure document containing material information with respect to the City and the Bonds is being or has been prepared,and that,with due diligence,we have made our own inquiry and analysis with respect to the City, the Bonds and the security therefor. RESOLUTION#2010-066 Exhibit C-1 8. We have received all financial and other information regarding the Bonds that we have requested and which we consider relevant or necessary to make an informed decision to invest in the Bonds. We have made our own inquiry into the creditworthiness of the Bonds and the City, we have received all the information that we have requested from the City or any agents or representatives thereof, and we have been afforded a reasonable opportunity to ask questions about the terms and conditions of the offering of the Bonds and the security therefor,and the City,and have received, to the best of our knowledge, complete and satisfactory answers to all such questions. Dated this 4th day of May, 2010. Yours very truly, SunTrust Bank, as Purchaser By: Title: RESOLUTION#2010-066 Exhibit C-2 EXHIBIT D FORM OF DISCLOSURE AND TRUTH IN BONDING STATEMENT City Commission City of Dania Beach, Florida Re: City of Dania Beach, Florida $3,500,000 General Obligation Bonds, Series 2010(the "Bonds") Ladies and Gentlemen: In connection with the proposed issuance of the above-captioned Bonds,SunTrust Bank(the "Bank") has agreed to purchase the Bonds from the City of Dania Beach, Florida(the "City"). The purpose of this letter is to furnish pursuant to the provisions of Sections 218.385(2)and (6),Florida Statutes,as amended,certain information in respect to the arrangement contemplated for the placement and sale of the Bonds as follows: (a) An itemized list setting forth the nature and estimated amounts of expenses to be incurred by the Bank in connection with the issuance of the Bonds is set for below: Shutts & Bowen LLP (Bank's Counsel): $5,000 Such fees and expenses are being charged to the City. (b) No "finder" as that term is defined in Section 218.386, Florida Statutes, as amended,has entered into an understanding with the Bank,or to the knowledge of the Bank, with the City,for any paid or promised compensation or valuable consideration,directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bonds. (c) The underwriting spread to be paid by the City will be: $0.00 (d) No other fee,bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Bonds to any person not regularly employed or retained by the Bank (including any"finder," as defined in Section 218.386(1)(a), Florida Statutes,as amended),except as specifically enumerated as expenses to be incurred and paid by the Bank as set forth in paragraph(a) above. (e) Truth-in-Bonding Statement — The Bonds are authorized to be issued by a resolution of the City adopted on April 27,2010(the"Resolution").The City is proposing to RESOLUTION#2010-066 Exhibit D-I issue the Bonds for the purpose of financing the cost of the Project (as defined in the Resolution),and paying costs of issuance of the Bonds. The Bonds are expected to be repaid over a period of approximately twenty years, through maturity on October 15, 2025, at the fixed rate of 4.43% per annum. The total interest paid over the life of the Bonds will be $$1,681,861.81. The Bonds and the interest thereon are payable from and secured by a lien upon and pledge of the Ad Valorem Taxes(as defined in the Resolution)and amounts held in certain funds and accounts established under the Resolution.The City has pledged its full faith,credit and taxing power to the payment of the Bonds. Based on the 20-year amortization schedule for the Bonds, the authorization of this debt or obligation will result in an average of approximately$280,124.00 of Ad Valorem Taxes each year through April 15,2025,together with a final principal payment of$980,000 on October 1,2025,the final maturity of the Bonds,not being available to the City to finance other projects of the City. (f) The name and address of the Bank is set forth below: SunTrust Bank 515 East Las Olas Blvd, 7 h Floor Fort Lauderdale, Florida 33301 We understand that the City does not require any further disclosure from the Bank,pursuant to Section 218.385(6), Florida Statutes, as amended. Dated as of this 27th day of April, 2010. Yours very truly, SunTrust Bank, as Purchaser By: Title: RESOLUTION#2010-066 Exhibit D-2