HomeMy WebLinkAboutR-2015-089 - Authorized the Issuance Not to Exceed $6,000,000.00, to refund an Outstanding Loan, Approving TD Bank, N.A. RESOLUTION NO. 2015-089
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$6,000,000.00 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF DANIA
BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES
2015, TO REFUND AN OUTSTANDING LOAN OF THE CITY DESCRIBED
HEREIN AND PAY COSTS OF ISSUANCE; APPROVING TD BANK, N.A.
AS THE MOST RESPONSIVE AND RESPONSIBLE RESPONDER TO THE
CITY'S REQUEST FOR PROPOSALS FOR REFUNDING THE
OUTSTANDING LOAN; AUTHORIZING THE NEGOTIATED SALE OF THE
BONDS TO TD BANK, N.A.; APPROVING THE FORMS AND EXECUTION
OF A LOAN AGREEMENT AND AN ESCROW DEPOSIT AGREEMENT;
ACCEPTING THE DESIGNATION OF AN ESCROW AGENT;
AUTHORIZING THE CITY MANAGER AND OTHER OFFICERS TO TAKE
ALL NECESSARY STEPS TO PREPARE AND EXECUTE FINAL BOND
AND LOAN DOCUMENTS; DESIGNATING THE BONDS TO BE A
"QUALIFIED TAX-EXEMPT OBLIGATION" WITHIN THE MEANING OF
SECTION 265(B) OF THE INTERNAL REVENUE CODE; PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on January 11, 2005, the City Commission (the "Commission") of the City
of Dania Beach, Florida (the "City") adopted Resolution No. 2005-010 calling for a bond
referendum (the "Referendum") in conjunction with a general election on March 8, 2005 to
submit to the electorate of the City, among other items, three separate bond referenda to decide
whether the City should be authorized to issue not exceeding $6,800,000.00 in principal amount
of general obligation bonds for the purpose of financing various capital improvement in the City,
including construction and equipping of a fire station, neighborhood improvements consisting of
sidewalks, lighting and traffic calming, and recreation centers and parks expansion and
improvements (the "Project"); and
WHEREAS, at such general election on March 8, 2005, the issuance of the bonds was
approved by the qualified electors of the City in accordance with the applicable laws of the State
of Florida(the"State"); and
WHEREAS, on March 15, 2005, the Commission accepted the certification by the City
Clerk in coordination with the Supervisor of Elections of Broward County, Florida of the results
of such Referendum approving the issuance of the bonds; and
WHEREAS, on June 28, 2005, the Commission adopted Resolution No. 2005-098
approving a loan agreement (the "FMLC Loan Agreement") with the Florida Municipal Loan
Council ("FMLC") pursuant to which the City would obtain a loan (the "FMLC Loan") in the
principal amount of $6,775,000.00 from a portion (such portion hereinafter referred to as the
"Refunded Bonds") of the proceeds of the Florida Municipal Loan Council Revenue Bonds,
Series 2005D (the "2005 FMLC Bonds"); and
WHEREAS, on September 23, 2005, FMLC issued the 2005 FMLC Bonds and the City
and FMLC entered into the FMLC Loan Agreement; and
WHEREAS, the Commission desires to authorize the issuance of not exceeding
$6,000,000.00 general obligation refunding bonds (the "Bonds") for the purpose of refunding the
FMLC Loan and the Refunded Bonds and paying costs of issuance of the Bonds: and
WHEREAS, pursuant to the Constitution and laws of the State, including, without
limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended,
Sections 132.33 through 132.47, Florida Statutes, as amended, the City of Dania Beach Charter
(collectively, the "Act"), and the Referendum, the City is duly authorized to issue the Bonds and
pledge the ad valorem taxes levied by the City to the payment of the Bonds; and
WHEREAS, Article VII, Section 12 of the Florida Constitution provides that
municipalities may issue bonds payable from ad valorem taxation without approval by a vote of
the electors to refund outstanding bonds and interest and redemption premiums thereon if such
refunding bonds are issued at a lower net average interest cost rate than that which is calculated
respecting the refunded bonds; and
WHEREAS, Sections 132.33 through 132.47, Florida Statutes, as amended, set forth
certain requirements which must be met prior to the issuance of the Bonds; and
WHEREAS, the City is authorized under Chapter 166, Part II, Florida Statutes, and
Chapter 132, Florida Statutes, to issue refunding bonds and to deposit the proceeds thereof in
escrow to provide for the payment when due of the principal of, interest on and redemption
premiums, if any, in connection with the Refunded Bonds; and
WHEREAS, the Bonds shall only be issued at a lower average net interest cost rate than
the average net interest cost rate of the Refunded Bonds and the rate of interest borne by the
Bonds shall not exceed the maximum interest rate established pursuant to the terms of Section
2 RESOLUTION 42015-089
215.84, Florida Statutes. It is estimated that the present value of the total debt service savings
anticipated to accrue to the City from the issuance of the Bonds, calculated in accordance with
Section 132.35(2), Florida Statutes, shall be at least 12.0% of the aggregate principal amount of
the Refunded Bonds; and
WHEREAS, the principal amount of the Bonds to be used to refund the Refunded Bonds
shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded
Bonds that is outstanding on the date of issuance of the Bonds, the aggregate amount of
unmatured interest payable on the Refunded Bonds to and including the date that they are called
for redemption, the applicable redemption premiums related to the Refunded Bonds that are
called for redemption, and the costs of issuance of the Bonds all in accordance with Section
132.35, Florida Statutes; and
WHEREAS, the sum of the present value of the total payments of both principal and
interest to become due on the Bonds (excluding all such principal and interest payments as will
be made with moneys held by the Escrow Agent (as hereinafter defined) under the Escrow
Deposit Agreement (as hereinafter defined) allocated to the refunding of the Refunded Bonds)
and the present value of costs of issuance of the Bonds, if any, not paid with proceeds of the
Bonds, will be less than the present value of the principal and interest payments to become due at
their stated maturities, or earlier mandatory redemption dates, on the Refunded Bonds; and
WHEREAS, the first installment of principal of the Bonds shall mature not later than the
date of the first stated maturity of the Refunded Bonds next following the date of issuance of the
Bonds, and the last installment of principal of the Bonds shall mature not later than the date of
the last stated maturity of the Refunded Bonds; and
WHEREAS, the Bonds shall not be issued until such time as the Finance Director of the
City shall have filed a certificate with the City Clerk setting forth the present value of the total
debt service savings which will result from the issuance of the Bonds to refund the Refunded
Bonds, computed in accordance with the terms of Section 132.35, Florida Statutes, and
demonstrating mathematically that the Bands are issued at a lower net average interest cost rate
than the Refunded Bonds; and
WHEREAS, on June 19, 2015, the City issued RFP No, 15-009 to solicit proposals for a
bank loan to refund the FMLC Loan and the Refunded Bonds; and
3 RESOLUTION#2015-089
WHEREAS, on July 2, 2015, proposals were received from two banks reflecting loan
financing proposals as follows:
• TD Bank,N.A.
• SunTrust Bank; and
WHEREAS, the City's financial advisor and Finance Director recommend Commission
approval for award of the Bonds and the financing proposal bid to the most responsive and
responsible bidder- TD Bank,N.A. (the "Bank"); and
WHEREAS, the Commission hereby determines it to be in the best interests of the City
to proceed with a negotiated sale of the Bonds in accordance with the provisions of §218.385,
F.S. and therefore to accept the proposal (the "Proposal") from the Bank which is attached as an
Exhibit "A"to this Resolution, to purchase the Bonds in accordance with the additional findings
set forth herein; and
WHEREAS, the Commission desires to set forth the details of the Bonds and the other
provisions of the financing in a Loan Agreement with the Bank(the "Loan Agreement");
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH,FLORIDA:
Section 1. That the foregoing findings are incorporated by reference and made a part
of this Resolution.
Section 2. That in accordance with the provisions of the Act, there is hereby
authorized to be issued General Obligation Refunding Bonds of the City, in an aggregate
principal amount not to exceed $6,000,000.00, for the purpose of refunding the FMLC Loan and
the Refunded Bonds. The Bonds shall be designated "City of Dania Beach, Florida General
Obligation Refunding Bonds, Series 2015". The Bonds shall be a general obligation of the City
to which the full faith, credit and taxing power of the City are irrevocably pledged. The details of
the Bonds and the other provisions of the financing shall be set forth in the Loan Agreement.
Section 3. That the City Commission finds that the most responsive and responsible
bidder is TD Bank,N.A. and awards the Bonds and the loan refinancing bid to that organization.
Section 4. That the Commission hereby approves the form and content of the Loan
Agreement by and between the City and the Bank, attached hereto as Exhibit"B". The Mayor, or
in his absence the Vice Mayor, and the City Manager, or in his absence the Assistant City
4 RESOLUTION#2015-089
Manager, are hereby authorized to execute and deliver the Loan Agreement on behalf of the City,
and the City Clerk, or in her absence, a Deputy City Clerk, are authorized to place the City's seal
thereon and attest thereto, in substantially the form presented at this meeting, with such changes,
modifications, deletions and insertions as such officers,with the advice of the City Attorney, may
deem necessary and appropriate. Such execution and delivery shall be conclusive evidence of the
approval thereof by the City.
Section 5. That an escrow deposit agreement (the "Escrow Deposit Agreement")
providing for the prepayment of the Loan on October 1, 2015, is required in order to prepay the
FMLC Loan and refund the Refunded Bonds. FMLC requires that The Bank of New York
Mellon Trust Company, N.A., as Trustee for the Refunded Bonds, serve as the Escrow Agent
under the Escrow Deposit Agreement. The City hereby accepts such designation of the Escrow
Agent. The Commission hereby approves the form and content of the Escrow Deposit Agreement
by and between the City and the Escrow Agent, attached hereto as Exhibit "C". The Mayor, or in
his absence the Vice Mayor, and the City Manager, or in his absence the Assistant City Manager,
are hereby authorized to execute and deliver the Escrow Deposit Agreement on behalf of the
City, and the City Clerk, or in her absence, a Deputy City Clerk, are authorized to place the
City's seal thereon and attest thereto, in substantially the form presented at this meeting, with
such changes, modifications, deletions and insertions as such officers, with the advice of the City
Attorney, may deem necessary and appropriate. Such execution and delivery shall be conclusive
evidence of the approval thereof by the City.
Section 6. That appropriate City officials, including but not limited to the City
Manager, Assistant City Manager, Mayor, Vice Mayor, City Clerk, Deputy City Clerk, Finance
Director and City Attorney, are authorized and directed to make necessary redemption
notifications and execute necessary Bond and loan documents that are consistent with the terms
of the Commitment, subject to approval by the City Attorney.
Section 7. That costs incurred to obtain and implement this loan refinancing will be
paid from proceeds of the Bonds.
Section 8. That based upon the uncertainty of the interest rate environment if sale of
the Bonds is delayed, the City hereby determines the necessity for a negotiated sale of the Bonds.
Prior to the final delivery of the Bonds to the Bank, the City will require that it be provided all
5 RESOLUTION#2015-089
applicable disclosure information required by Section 218.385, Florida Statutes. The negotiated
sale of the Bonds to the Bank is hereby approved at a purchase price of par.
Section 9. That the City hereby designates the Bonds to be a "qualified tax-exempt
obligation"within the meaning of Section 265(b) of the Code.
Section 10. That all resolutions or part of resolutions in conflict with any of the
provisions of this Resolution are repealed.
Section 11. That this Resolution shall become effective immediately upon its passage
and adoption.
PASSED AND ADOPTED on August 25, 2015.
ATTEST: S
F1RSrc y
LOUISE STILSON, CMC RCO A. SALVINO, SR.
CITY CLERK MAYOR
APPROVED AS FO AND CORRECTNESS:
4
THOVAS J. S RO
CITY ATT EY
6 RESOLUTION#2015-089
EXHIBIT "A"
Bank's Proposal Letter
7
C�A
City of Dania Beach, Florida
General Obligations Refunding Note, Series 2015
Proposal Response From:
Bank
America's Most Convenient Bank®
5900 North Andrews Avenue, 2nd Floor
Fort Lauderdale, FL 33309
TD BANK, N.A. 1 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
Table of Contents
Term Sheet Proposal&Description of Institution and Financing Team
TransmittalLetter..........................................................................................................................g
Summary Benefits of a suggested minor amortization change for City's consideration...............6
BankLoan Term Sheet Proposal.....................................................................................................8
GeneralInformation About TD Bank...........................................................................................14
KeyBanking Executives/Relationship Team............................................................................18
TD's Municipal Financing Expertise...........................................................................................22
RFP Required Forms&Exhibits(Executed Copies)
Required Forms of Proposers by the RFP ...................................................................................24
TD BANK, N.A. 2 7/1/2015
Delle Joseph,CPA
Phone: 305-441-5692
E
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i
Transmittal Letter
Ako
TD BANK, N.A. 3 7/1/2015
Delle Joseph,CPA
Phone: 305-441-5692
i
July 2"d, 2015
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, FL 33004
ATTN: Louise Stilson, City Clerk
Dear Ms. Stilson,
The City of Dania Beach via a Request of Proposal issued by Dunlap & Associates, Inc. has
provided us with certain information and related the current needs for re-financing and underwriting
services for the City. In connection therewith, we are pleased to submit our Tax Exempt Loan
proposal. Our proposal to provide the credit accommodations (the "Credit A(acommodations")
described in the attached Term Sheet for your consideration.
The structure of the proposed Credit Accommodation is outlined in the attached Term Sheet which
provides a statement of suggested terms, but under no circumstance shall such statement be
construed as a complete summarization of terms necessary for consummation of the proposed
Credit Accommodation.
This proposal letter, along with the proposed terms and conditions, are delivered to the City for its
confidential use and evaluation, and shall not be disclosed by the City except (i) as may be required
to be disclosed in any legal proceeding or as may otherwise be required by law and (ii) on a
confidential and "need to know" basis, to your directors, officers, employees, advisors and agents.
If this proposal meets your approval and you would like the Bank to proceed with the proposed
transaction, please return a copy of this letter countersigned by the City as stipulated under the
terms and conditions of the Bank proposal.
On behalf of the entire TD organization, I want to thank the City of Dania Beach for the opportunity to
provide this proposal and look forward to working with .you on successfully completing this
transaction.
VERY TRULY YOURS,
TD BANK, N.A.
By:
i��t
Delleperche Joseph, CPA, Senior Vice President
Florida Middle Market-Municipal Lending
TD BANK, N.A. 4 7/1/2015
Delle Joseph,CPA
Phone: 305-441-5692
I
I
TERMS AND CONDITIONS OF TERMS SHEET SATISFACTORY TO AND ACCEPTED BY:
NAME:
TITLE:
TD BANK, N.A. 5 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
I
Summary of Benefits/
Minor amortization tweak for your consideration
i
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TD BANK, N.A. 6 7/1/2015
Delle Joseph, CPA
Phone:306-441-6692
i
Summary of Benefits of Ws Amortization Adjustment:
TD's proposal provides a feature that would allow the City Dania Beach to repay the General
Obligation Refunding Note, Series 2015 over the 20 years requested while reducing the overall
cost of borrowing for the City and its Taxpayers with additional savings in excess of
$180,000 in over the life of the Note.
Based on similar Bank Loan structure that we've used with other municipalities for General
Obligation Bonds, we are showing the City a principal amortization schedule that would repay
the Note semi-annually on a straight line schedule instead of annually thereby saving the City
over$180,000 additionally. This minor amortization tweak will not inconvenience the timing
of collection and payments by the City as the bulk of General Obligation tax revenues are
collected by the City during the months of November through May for debt service payment
that will happens later in that Fall. Same cushion and lead time will continue to exist.
As an example, the City will be collecting General Obligation tax revenues from November
2015 through May 2016 for semi-annual principal reduction to be made on October 1, 2016
and April 1, 2017. This semi-annual schedule coupled with the straight line amortization will
generate additional savings in excess of$180,000 for the City and its Taxpayers over the life
of the Note.
If the City still wishes to keep its principal amortization annually for this Note as per the RFP,
just let us know and we can discuss accommodating.
TD BANK, N.A. 7 7/1/2015
Delle Joseph,CPA
Phone: 305-441-6692
General Obligation Refunding Note, Series 2015 r TD Bank's Proposal
i
Bank Loan Term Sheet
C,
TD BANK,N.A. 8 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 i TD Bank's Proposal
TD BANK, N.A. ( BANK )
TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED
7/1/2015 ("DIRECT PURCHASE LOAN")
THIS IS A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND.ALL CREDIT
ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND APPROVAL.
1. Loan.
(a) Borrower(s): City of Dania Beach, Florida
(b) Guarantor: N/A
(c) Facility: Non-Bank Qualified,Tax Exempt Term Loan
(d) Purpose: To fully refund the City's portion of the Florida Municipal Loan Council
Revenues Bonds, Series 2005D.
(e) Amount: Up To$6,000,000
(f) Collateral: The payment of the principal of and interest on the Bonds shall be
secured by a pledge of the full faith and credit and taxing power of the
City.
(g) Maturity: Twenty Years from closing date: (20-yr Term).
(h) Repayment Terms: Semi-annual principal plus interest payments will be payable April 18t
and October 1", beginning October 18t, 2016 on a 30/360 basis based
upon the preliminary straight line amortization schedule hereto
attached.
(i) Interest Rate: Indicative Tax Exempt Non-Bank Qualified Fixed Rate:
20-year term: 2.93%
Rate Hold Option: Proposed Rate can be locked right away for the
Village for the chosen term of the loan through the expected closing
date. However, in order for Bank to lock-in the rate for the City,
Borrower will have to advise the Bank within 5 days of proposal
submission that it will be awarded the transaction. Borrower may be
asked by the Bank to sign a rate lock agreement in order to implement
the Rate Hold Option.
TD BANK, N.A. 9 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 - TD Bank's Proposal
The quoted fixed rate of interest is based upon the greater of(67% of
the prevailing ten (10) year H-15 Swap Rate) plus 127 basis points, or
(67% of the prevailing ten (10) year Treasury Rate) plus 137 basis
points as publicized in the following website for June 29'h, 2015: H-15
Source: http://www.federalreserve gay/releaselh15lupdate/
Q) Prepayment Premium: At the time of any full or partial prepayment, a fee equal to the greater
of(i) 1.00% of the principal balance or(ii)a"Yield Maintenance Fee" in
an amount computed as follows:
The current cost of funds, specifically the bond equivalent yield for
United States Treasury securities (bills on a discounted basis shall be
converted to a bond equivalent yield)with a maturity date closest to the
"Remaining Term", shall be subtracted from the Note rate, or default
rate if applicable. If the result is zero or a negative number, there shall
be no Yield Maintenance Fee due and payable. If the result is a
positive number, then the resulting percentage shall be multiplied by
the scheduled outstanding principal balance for each remaining
monthly period of the 'Remaining Term." Each resulting amount shall
be divided by 360 and multiplied by the number of days in the monthly
period. Said amounts shall be reduced to present values calculated by
using the above reference current costs of funds divided by 12. The
resulting sum of present values shall be the yield maintenance fee due
to the Bank upon prepayment of the principal of the loan plus any
accrued interest due as of the prepayment date.
"Remaining Term" as used herein shall mean the shorter of (i) the
remaining term of this Note, or (ii) the remaining term of the then
current fixed interest rate period. No Prepayment Premium.
Option B: The Borrower can elect to have the Prepayment Premium
language abovementioned applied to the Loan only for a limited time
during the tenor of the Loan after which time period, the Loan can be
prepaid at any time with no prepayment penalty.
Under this option, Borrower can redeem Note at Par after the first
10 years of the loan term. The interest rate premium for this option is
13 basis points.
Option C: The Borrower can elect to have a "no prepayment fee"
provision associated with this Term Loan by adding a premium of 49
basis points to the proposed tax exempt rate.
(k) Late Charge: If any payment due the Bank is more than fifteen (1.5)days overdue
a late charge payment of six percent(6%)of the overdue payment shall
be assessed.
TD BANK, N.A. 10 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 - TD Bank's proposal
(1) Events of Default: Will include but not be limited to:
(1) Breach of representation or warranties.
(2) Violation of covenants.
(3) Bankruptcy or insolvency.
(4) Payment default.
(m) Default Rate of The "default rate of interest" shall be six (6) percentage points in
Interest: excess of the prevailing prime rate of interest.
2. Fees and Expenses:
The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other expenses)
incurred or paid by the Bank in connection with the loan. The Borrower's bond counsel will provide
documentation associated with this transaction. Documentation will be subject to the review and approval
of the Lender and the Lender's counsel. The Borrower agrees to pay all legal fees and expenses of the
lender associated with the review and closing of this transaction, which costs may be paid with proceeds of
the Loan. Bank Counsel Fee shall not exceed$5,000.
3. Legal Opinions.
Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel acceptable to the Bank
covering matters customary for a transaction of this type and nature and which shall, without limitation,
opine that: (1) the Borrower is duly formed; (2) all loan documents have been validly authorized and
executed by and on behalf of the Borrower, if any; (3)all loan documents are valid, binding, enforceable
in accordance with their terms and do not violate any legal requirements, including without limitation,
organizational documents, laws and material agreements; and (4) Facility is Non-Bank Qualified and
Tax Exempt.
4. Financial Reporting:
a) Borrower(s)shall furnish the following financial reports:
Type of Report(s) Frequency Due Date
Audited Financial Statement Annually Within 210 days of fiscal year
end
Operating Budget Annually Within 60 days of approval or
acceptance by Borrower's
Board
b) The Bank reserves the right to request additional financial information to supplement or verify certain
financial assumptions or verify the creditworthiness of the Borrower and if applicable.
TD BANK, N.A. 11 7/1/2015
Delle Joseph,CPA
Phone:305-441-6692
General Obligation Refunding Note, Series 2015 - TD Bank's Proposal
5. Other Conditions:
a. No Material Adverse Change to the Borrower prior to closing.
b. City agrees to have all future loan payments be settled via auto debit through an account
maintained with the Bank.
c. Borrower shall comply with all laws applicable to its operations.
d. Borrower shall comply with its General Obligation Master Bond Resolution (if applicable).
e. Documents will include language allowing for the gross up of the loan rate shall the IRS, or a court
of competent jurisdiction, provide a final, un-appealable ruling that the Loan be treated as a taxable
facility, which results solely from the actions or inaction of the City.
f. If during any year, the amount of tax collected under the City's G.O. levy for this Loan is insufficient
to cover the annual debt service for the Loan, the City agrees to budget and appropriate sufficient
amount from its Other Revenues to pay for the debt service payment deficiency.
g. Borrower covenants and agrees that documents will include language stipulating that the Loan
Facility and all existing and future General Obligation (GO) debt of the City will be on parity with no
preference given to any particular GO issuance.
h. The implementation of certain terms, conditions, covenants or other non-material changes to the
proposed Credit Accommodation required as part of the Bank's formal credit approval shall be
deemed an approval in substantially the form outlined in this proposed Credit Accommodation.
i. All legal matters and documentation to be executed in connection with the contemplated proposed
Credit Accommodation shall be satisfactory in form and substance to the Bank and counsel to the
Bank.
j. The Bank shall not be required to enter into the proposed Credit Accommodation until the
completion of all due diligence inquiries, receipt of approvals from all requisite parties and the
execution and receipt of all necessary documentation reasonably acceptable to the Bank and its
counsel. The Bank complies with the US Patriot Act of 2001 (the"Act"), including, but not limited to;
those sections relating to customer identification, monitoring and reporting of suspicious activities,
and the prevention of money laundering. This Act mandates that we verify certain information about
the borrower and any guarantor while processing the Credit Accommodation request. Furthermore,
certain assumptions are made for this proposal which, if altered, could affect the overall credit
approval and or the terms of the proposed Credit Accommodation
k. All other standard terms&conditions
THIS PROPOSAL IS NOT AND SHOULD NOT BE CONSTRUED AS A COMMITMENT BY THE BANK OR
ANY AFFILIATE TO ENTER INTO ANY CREDIT ACCOMMODATION
TO BANK, N.A. 12 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 - TD Rank"s Proposal
PROPOSED ESTIMATED PRINCIPAL AMORTIZATION SCHEDULE
Dates Principal
7/2/2015 5,424,042
10/1/2016 $139,078
4/1/2017 $139,078
10/1/2017 $139,078
4/1/2018 $139,078
10/1/2018 $139,078
4/1/2019 $139,078
10/1/2019 $139,078
4/1/2020 $139,078
10/1/2020 $139,078
4/1/2021 $139,078
10/1/2021 $139,078
4/1/2022 $139,078
10/1/2022 $139,078
4/1/2023 $139,078
10/1/2023 $139,078
4/1/2024 $139,078
10/1/2024 $139,078
4/1/2025 $139,078
1 01112 02 5 $139,078
4/1/2026 $139,078
10/1/2026 $139,078
4/1/2027 $139,078
10/1/2027 $139,078
4/1/2028 $139,078
10/1/2028 $139,078
4/1/2029 $139,078
10/1/2029 $139,078
4/1/2030 $139,078
10/1/2030 $139,078
4/1/2031 $139,078
10/1/2031 $139,078
4/1/2032 $139,078
10/1/2032 $139,078
4/1/2033 $139,078
10/1/2033 $139,078
4/1/2034 $139,078
10/1/2034 $139,078
4/1/2035 $139,078
Maturity-> 8/27/2035 $139,078
$5,424,042
TD BANK, N.A. 13 7/1/2015
Delie Joseph,CPA
Phone:305-441-6692
I
General Obligation Refunding Note, Series 2015 - TD Bank's Proposal
General Information about TD Bank
TD BANK,N.A. 14 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 d TD Bank"s Proposal
General Information
TD Bank, N.A. is one of the 10th largest banks in the U.S.with deep roots in the communities we serve. The
Bank has been in existence for more than 150 years and has been serving the South Florida community for
over 10 years. Today, TD Bank has over 200 locations throughout the State of Florida with 50 of those
locations in South Florida.
Some of our sustainable advantages that will greatly benefit City of Dania Beach:
TD Bank has:
• The financial backing and resources of a world class bank to bring global resources to the
communities we serve.
• Local decision making and delivery of services, backed by a Management Team who are
empowered to manage and lead.
• Experienced Bankers who truly understand the municipal financing sector.
TD Bank wants to:
• Build long lasting relationships based on mutual respect and trust.
• Tailor a package that is right for you and helps you achieve your goals.
• Coordinate introductions to our business partners within the Bank in order to help you
maximize productivity and streamline performance.
Note: The Toronto Dominion Bank is one of the world's strongest banks demonstrated by our history of
consistently strong credit ratings:
The Toronto D.
Moody's S&P Fitch
Long-Short- Long- Short-
Year Term Term Term Term Term Term
2015 P-1 Aa1 A-1+ AA- F1+ AA-
2014 P-1 Aa1 A-1+ AA- F1+ AA-
2013 P-1 Aa1 A-1+ AA- F1+ AA-
2012 P-1 Aaa A-1+ AA- F1+ AA-
2011 P-1 Aaa A-1+ AA- F1+ AA-
2010 P-1 Aaa A-1+ AA- F1+ AA-
2009 P-1 Aaa A-1+ AA- F1+ AA-
2008 P-1 Aaa A-1+ AA- F1+ AA-
2007 P-1 Aaa A-1+ AA- F1+ AA-
TD BANK,N.A. 15 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Dote, Series 2015 - TD Rank's Proposal
The charts below indicate how TD's strong ratings compare to its peers.
Market Cap S&P Moody's
Canadian Peers (LJS$ RN) Rat in g Rating
AA= Aa�l
WCH $89.4 AA- Aa3
Scotiabank" Snis.CN $66.5 A+ Aa2
BMO 10 BIVIO "ri $39.5 A+ Aa3
<'M.CN $31.1 A+ Aa3
GlobalMarket Cap S&P Moody's
Peers
J,PMorgall JPM•(iS $207.9 A A3
HSBC 41� WOA1111 $194.3 A+ Aa3
BankotAmerica'O` BAC•US $177.4 A- Baal
e.i.is $143.7 A- Baa2
®SNP PARIBAS mp.rp $96.6 A+ A2
BARCLAYS oAR(,J.I1i $72,3 A- A3
Morgan Stanley N-1 .1.is $57.4 A- Baa2
Deutsche Bank Q ► SKGR $49,6 A A2
t ndAtd STAriIN $49.5 A+ A2
chartered�,
TD BANK,N.A. 16 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
i
General Obligation Refunding Note, Series 2015 - TD Bank's Proposal
At TD Bank, we work every day to "Build the Better Bank" by fostering a tradition of quality banking
products, personalized service and community involvement. In addition to serving our Customers' banking
needs, our Employees find unique ways to serve the communities we share. Through our charitable giving
and sponsorship programs, we've supported local organizations such as the Urban League of Broward, the
Housing Partnership, Boys & Girls Clubs of Broward County, Junior Achievement of South Florida,
Rebuilding Together Broward County, Inc., Young at Art of Broward, Inc., Jack and Jill Children's Center,
Inc., Boys&Girls Clubs of Broward County and many others with over$5 million in donations over the years.
TD BANK,N.A. 17 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 W TD Bank"s Proposal
Key Banking Executives/ Relationship Team
TD BANK, N.A. 18 7/1/2015
Delis Joseph,CPA
Phone:306-441-5692
General Obligation Refunding Note, Series 2015 ` TD Bank's Proposal
City of Dania Beach School's primary relationship team will consist of the following
members:
Delle Joseph, CPA, is Senior Vice President/Manager for TD Bank's South Florida
Municipal Lending Group.
Based in Miami, Delle delivers TD Bank's full array of customized banking and lending
solutions as part of the Municipal Lending Team, serving a wide range of municipalities,
private schools, colleges and institutions throughout South Florida. Delle has over 17 years
of banking, lending and financial services experience. He has executed and structured all
types of financings under various mandates totaling well over $1 Billion of tax exempt
financing over the years. Prior to joining TD Bank, Delle served as First Vice President/
Senior Relationship Manager for Institutional & Government Banking at SunTrust Bank in
Miami. Delle is a member of the American Institute of Certified Public Accountants (AICPA).
He is a founding member of the Town of Cutler Bay, Fla., and served on the new Town's
Charter Commission. He currently chairs the Finance Committee for the Miami Dade County
Community Action and Human Resources Board.
Delle holds a Master's in Finance degree from Florida International University and an
undergraduate business degree from Boston University.
TD BANK, N.A. 19 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
I
General Obligation Refunding Note, Series 2015 - TD Bank's Proposal
Tom TeRiele, Senior Vice President/South Florida Market President
Tom is the Market President for TD Bank's South Florida region. He is responsible for
providing strategic direction and sales leadership in the South Florida geography. He
also provides leadership oversight to the 59 retail stores in the Miami-Dade, Broward and
Palm Beach markets and is ultimately accountable for the overall profitability of TD
Bank's South Florida franchise.
Tom started TD Bank's Florida Municipal Market Lending team and was promoted to
Florida Market President in April 2009. Prior to joining TD Bank, Tom spent 19 years at
SunTrust Bank, most recently as Senior Vice President - Team Leader for the Middle
Market and Institutional & Government Banking teams for South Florida.
Tom is a graduate of the University of Florida. He is on the Board of Directors of the Greater
Miami Chamber of Commerce and was formerly on the YMCA of Greater Miami
Development Committee. He is also a past graduate of Leadership Miami.
TD BANK,N.A. 20 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 - TIC Bank"s Proposal
Ernie Diaz, Florida Regional President
Ernie Diaz is the Florida Regional President for TD Bank. He is responsible for providing
strategic direction and leadership throughout the entire state of Florida.
Mr. Diaz's banking career spans more than 30 years. His experience includes three
years at TD Bank's predecessor, the South Financial Group, where he was most recently
President of the Florida franchise, Mercantile Bank. He also worked at Regions Bank
where he most recently served as the Middle Market Executive for South Florida, where
he led the business line that specialized in servicing middle market companies. He also
led the commercial real estate team during his tenure at Regions Bank. Mr. Diaz's
career also includes positions at Terrabank, a community bank in Miami and the former
Southeast Bank.
Mr. Diaz is an involved member of the South Florida community. He is a Director of the
Latin Builder's Association serving on their Executive Board, a member of the Florida
International University Dean's Council, a member of the Executive Board of the Beacon
Council, South Florida's leading economic development organization, member of the-
Orange Bowl Committee, Corporate Director of Florida Christian School and Director of
the Pino Global Entrepreneurship.
TD BANK,N.A. 21 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
General Obligation Refunding Note, Series 2015 - TID Bank's Proposal
TD's Municipal Financing Expertise
1
TD BANK,N.A. 22 7/1/2015
Delle Joseph,CPA
Phone:305441-5692
General Obligation Refunding Note, Series 2015 - TD Bank's Proposal
TD's Municipal Financing Expertise
TD Bank Financial Group has been a market leader in structured and tax exempt
financing throughout North America for several decades. TD Bank, N.A. America's Most
Convenient Bank ranks among the largest providers of credit facilities in the tax exempt
financing market since the downturn in our U.S. economy. Our deep familiarity with this
sector is viewed as a strong benefit by our municipalities, private schools, colleges and
universities clientele. We believe that our proven track record along with our experience
in deal execution, will ensure an efficient, cost effective transition for City of Dania Beach.
Client references are available upon request.
Financing relationships with local South Florida municipalities include but are not limited
to:
• City of Dania Beach (The City has been a Client of TD for over 5 years)
• City of Delray
• City of Hallandale Beach
• City of Pembroke Pines
• St Lucie County Board
• Miami Shores Village
• Town of Cutler Bay
• Village of Pinecrest
• City of Weston
• City of West Palm
• Town of Davie
• Town of Jupiter
• Town Lantana
• Town of Southwest Ranches
• City of Coral Gables
• Town of Medley
• Village of Key Biscayne
• City of Marathon
• City of Hialeah Gardens
• City of Marco Island
• City of West Park
TD BANK, N.A. 23 7/1/2015
Delle Joseph,CPA
Phone:305-441-5692
i
General Obligation Refunding Dote, Series 2015 - YD Bank's Proposal
RFP Required Forms &Affidavits
AW
TD BANK,N.A. 24 7/1/2015
Dells Joseph,CPA
Phone:305-441-5692
City of Dania Beach,Florida
General Obligation Refundin¢Note,Series 2015
EXHIBIT"ONE"
CITY OF DANIA BEACH,FLORIDA
Sworn Statement Under §287.133(3)(a),Florida Statutes
on Public Entity Crimes
(This form must be signed in the presence of a Notary Public or other officer authorized to
administer oaths.)
1. This sworn statement is submitted with Bid,Proposal or Contract No.
2. This sworn statement is submitted by: -a .q,"e . 4.
(name of entity submitting sworn statement)
its business address is: 0203 - l Lq�-sAr7e-1 /oaw
JG11in in 2 7'�7 a D��kua v�e j 9flc�f
Federal Identification Number
(FEIN)is: 0/"
(if applicable)
Social Security Number:
(if the entity has no FEIN,include the Social Security Number of the individual signing
this sworn statement)
3. My name is: �j/P !
(print name of individual signing this document)
and my relationship to the entity is: n�°X' U��� �Pr estclen f"
(President, General Partner,etc.as applicable)
4. I understand that a "public entity crime" as defined in §287.133(1)(g), Florida Statutes
means a violation of any state or federal law by a person with respect to and directly
related to the transaction of business with any public entity or with an agency or political
subdivision of any other state or with the United States, including, but not limited to, any
bid or contract for goods or services to be provided to any public entity or an agency or
political subdivision of any other state or of the United States and involving antitrust,
fraud,theft,bribery,collusion,racketeering,conspiracy,or material misrepresentation.
5. I understand that to be "convicted" or 'conviction" as defined in §287.133(1)(b),Florida
Statutes,means a finding of guilt and conviction of a public entity crime, with or without
an adjudication of guilt, in any federal or state trial court of record relating to charges
brought by indictment or information after July 1, 1989,as a result of a jury verdict, non
17
f
City of Dania Beach,Florida
General Obligation Refunding Note,Series 2015
jury trial, or entry of a plea of guilty or polo contendere (also known as a plea of"No
Contest").
6. I understand that an "affiliate" as defined in§287.133(1)(a),Florida Statutes means:
a) A predecessor or successor of a person or a corporation convicted of a public entity
crime; or
b) An entity under the control of any natural person who is active in the management of
the entity and which has been convicted of a public entity crime. The term "affiliate"
includes those officers, directors, executives, partners, shareholders, employees,
members, and agents who are active in the management of an affiliate. The ownership
by one person of shares constituting a controlling interest in another person, or a
pooling of equipment or income among persons when not for fair market value under
an arm's length agreement, shall be a primafacie case that one person controls another
person. A person who knowingly enters into a joint venture with a person who has
been convicted of a public entity crime in Florida during the preceding 36 months
shall be considered an affiliate.
7. I understand that a "person" as defined in §287.133(1)(e), Florida Statutes, means any
natural person or entity organized under the laws of any state or of the United States with
the legal power to enter into a binding contract and which bids or applies to bid on
contracts for the provision of goods or services let by a public entity, or which otherwise
transacts or applies to transact business with a public entity. The term "person" includes
those officers, directors, executives, partners, shareholders, employees, members, and
agents who are active in management of an entity.
8. Based on information and belief, the statement that I have marked below is true in
relation to the entity submitting this sworn statement. (Please indicate which statement
applies)
a) V Neither the entity submitting the sworn statement,nor any officers, directors,
executives, partners, shareholders, employees, members or agents who are active in
management of the entity nor any affiliate of the entity have been charged with and
convicted of a public entity crime subsequent to July 1, 1989.
b) The entity submitting this sworn statement, or one or more of the officers,
directors, executives, partners, shareholders, employees, members or agents who are
active in management of the entity or an affiliate of the entity has been charged with
and convicted of a public entity crime subsequent to July 1, 1989 and (Please now
indicate which additional statement below applies):
1. There has been a proceeding concerning the conviction before a hearing
officer of the State of Florida, Division of Administrative Hearings. The final
order entered by the hearing officer did not place the person or affiliate on the
convicted vendor list. (Please attach a copy of the final order)
18
City of Dania Beach,Florida
General Obligation Refunding Note,Series 2015
2. The person or affiliate was placed on the convicted list.There has been a
subsequent proceeding before a hearing officer of the State of Florida,Division of
Adi'ninistrative Hearings. The final order entered by the hearing officer
determined that it was in the public interest to remove the person or affiliate from
the convicted vendor list. (Please attach a copy of the final order)
3. The person or affiliate has not been placed on the convicted vendor list.
(Please describe any action taken by or pending with the Florida Department of
General Services)
4(�((V,kk— '71t P-g t S'
Signature(o person whosiPrinted Name Date
first appears above)
STATE OF FLORIDA )
COUNTY OF M
Sworn to and subscribed before me on r(_�' C ,2015, by
$4r-� who(check one) [] is personally known to me or[t4-lfas produced
as identification.
L2::iA4
fRANCISCO SANCHE; F
4= Nolety Public•State o1 Florida Notary Public
My Comm.Expires Nov 19.2017
Commission N FF 071758 � �NG'���1N�� ?
PRINT Name of Notary Public
My commission expires:
19
City of Dania Beach,Florida
General Obligation Refundine Note,Series 2015
EXHIBIT"TWO"
NON-COLLUSION AFFIDAVIT
CITY PROJECT NAME: BANK LOAN$6,000,000(Not-to-Exceed)
GENERAL OBLIGATION REFUNDING NOTE,
SERIES 2015(FMLC 2005D)
CITY BID NO. 15-009
The undersigned Respondent has not divulged, discussed, or compared his/her/its response with
any other Respondent, and has not colluded with any other Respondent or parties to this RFP
whatsoever.
�l�e rc%� cJc�s+�,o1i ors �e�,�✓F c�� 7-P &Z,7e X A
Name of Respondent (�
,&—
Signature
PRINT'Name
5en G e Fr-e5 rr✓er,f
Title
7— / ,2015
Date
STATE OF FLORIDA )
COUNTY OF Am E -'DAnE )
Sworn to and subscribed before me on ,2015,by i
�105F V h who is personally known to me or who has produced �L
as identification.
f7
R
Our.)
.� FRANCISCO SANCHEi!Noluy PuEllc-Stete o1 Florae Notary Public
�jMy Comm.Expires Nov 19,2017.1 Commission N FF 071758
PRINT Name of Notary Public
My commission expires:�i QV `a f Z 0 1
20
City of Dania Beach,Florida
General Obligation Refunding Note Series 2015
EXHIBIT "THREE"
INSURANCE AGENT STATEMENT
I have reviewed the insurance requirements in the RFP Documents with the Bidder or
Respondent,whose name is 1 jZ( ? ..tJ J?, k,A , and the Bidder or Respondent
can meet all of the insurance requirements as required in the Bid Documents. The policies for
such insurance requirements described in the RFP carry the following deductibles:
Professional Liability policy for this particular RFP is$ f, WO, b and claims made
Signature of Insurance Agent
De 11,�Pe—,r C_ttc—
PRINT Name of Insurance Agent
STATE OF FLORIDA )
COUNTY OF MjAm'j )
This Insurance Agent Statement was acknowledged before me on Svtr
sr
2015, by'�2E 1 E���l F ��n4F°t N , as h�' on behalf of
Nm k who is personally known to me or who has
produced Dfjt lit 1 f�rN,,r— as identification.
FRANCISCO SANCHEI
: Notary Public-State o1 Florida Notary Public
=y 'My Comm.Expires Nov 19.2017 /�,
_'�% ,o����.•°� Commission#FF 071758 Print Name: f +CAI ►_j!�6 0
CANcACZ-
My Commission Expires: N 9V l Z9
* NOTE: (This Insurance Agent Statement Form must be completed and executed by the
Respondent's Insurance Agent. The original of this Insurance Agent Statement Form and
copies of tine "Preliminary"Certificates of Insurance must be included in the Firm Is submittal
of its response to tine City.
The City shall receive an "Oririnnal" Certircate of Insurance as a result of the submitted
Insurance Arent Statement BEFORE tine awarded Agreement is signed between the
successful Respondent and the City.
21
- MARSH Certificate of Insurance
No.:TDBNA-2015-323-E&O Dated:June 29,2015
This document supersedes any certificate previously issued under this number
This is to certify that the Policy(ies)of insurance listed below("Policy"or"Policies")have been issued to the Named Insured identified below
for the policy period(s)indicated.This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder
named below other than those provided by the Policy(ies).
Notwithstanding any requirement,term,or condition of any contract or any other document with respect to which this certificate may be issued
or may pertain,the insurance afforded by the Policy(ies)is subject to all the terms,conditions,and exclusions of such Policy(ies).This certificate
does not amend,extend,or alter the coverage afforded by the Policy(ies).Limits shown are intended to address contractual obligations of the
Named Insured.
Limits may have been reduced since Policy effective date(s)as a result of a claim or claims.
Certificate Holder: Named Insured and Address:
City of Dania Beach TD Bank,N.A.
100 West Dania Beach Boulevard 9000 Atrium Way
Dania Beach,FL 33004 Mt.Laurel,NJ 08054
Atta.: ,City Clerk RFP 15-609
This certificate is issued regarding:
Evidence of Insurance
Policy Effective/
Type(s)of Insurance Insurer(s) Number(s) Expiry Dates Sums insured Or Limits of Liability
ERRORS&OMISSIONS Lloyd's Underwriters FINFW 1500106 dun 01,2015 to Any One Loss Is 1,000,000
•Professional Liability May O1,2016
Additional Information:
This Certificate of Insurance is contingent upon award of contract to TD Bank,N.A.
Notice of cancellation:
Should any of the policies described herein be cancelled before the expiration date thereof,the insurer(s)affording coverage will endeavour
to mail 30 days written notice to the certificate holder named herein,but failure to mail such notice shall impose no obligation or liability of
any kind upon the insurer(s)affording coverage,their agents or representatives,or the issuer of this certificate.
Marsh Canada Limited Marsh Canada Limited
120 Brenner Boulevard
Suite 800
Toronto,ON M5J OA8
Telephone:416-868-7696
Fax:416-868-2103
scott.tkeeting@marsh.com marsh.com By:
ScottKeeting
,
i
STATE OF FLORIDA
Office of the Chief Financial Officer
Division of T*k% y
Bureau of Collateral Management
CERTIFICATE OF QUALIFIED PUBLIC DEPOSITORY
UNDER THE FLORIDA SBCURrrY FOR
PUBLIC DEPOSITS ACT
This is to certify that
TD BANK,N.A.
2035 LIMESTONE ROAD
WHIR NGTON,DELAWARE 19908
has fully qualified as a public depository pursuant to Chapter 280, Florida Statutes, otherwise
lmown as the Florida Security for Public Deposits Act. As such,said bank or savings association is
hereby designated to receive public deposits,as defined in Subsection 280.02(13),Florida Statutes.
Given under my hand this Ath day of April,2011.
•t
CHIEF FINANCUIL M4A SrATE OF FLORMA
DF$J1dOp2 '
Rev.3092
City of Dania Beach,Florida
General Oblieation Refundine Note Series 2015
EXHIBIT"FOUR"
REQUEST FOR PROPOSAL
CITY OF DANIA BEACH
$6,000,000(Not-to-Exceed) GENERAL OBLIGATION REFUNDING NOTE,SERIES
2015(FMLC 2005D)—BANK QUALIFIED
1. Name&Address of Proposer: b ,.) ; 4 .
7 Ott l oc E �wo turt Ave..
i
2. Contact Person of Proposer: ,L( 7OS;�e H 'E�UP
I t
Title: �vN�t cry I COL
Phone#: 800 -) 4 4 ! —
E-Mail: �>_ k p• 3�,Kc p1A(La i t , Co t,�
3. Expenses to be paid by City(specify each category and amount):
Item Cost
zo,wk (,c� %(S, 0o0
4. A. Interest Rate: Callable any time on or after October 1,2025 at Par: 3
t, c6-?%' ' t,D°7 ear 1-4 ! srw 1' t7�t t
Formula: ' �'`�
r,� e 1*� t S Tezeksu�T"'O + v471(r
Interest Rate(s)Held Until: r!vi r-- C-6SI
m/
B Interest Rate: Callable any time without penalty 2-/a
Formula:
`Z-)` 6>7 '/ (v ��arr E+r s
Interest Rate(s)Held Until:
C. Interest Rate:Non-Callable:
�67"/, -� 1(O le or- rt.p ti.t S" `,w PP e AteL')+ (.2 7% o e—
Formula: a r' ) + ! 37%
e c� o f rs- Tr Y
Interest Rate(s)Held Until: 77W-v cxec—e+F0 c6 s�"-ci 'Do-rk
l(_ t-4o4'icc' CS
22
City of Dania Beach,Florida
General Obligation Refunding Note,Series 2015
List 3 recent similar financings including a reference for each:
Z— � /i/'r✓`^ ` ��{—�"�S �+' ��Ark-2.,.--
Bank Counsel:
,P— 4�
lls .
Bank Counsel Fee: �r e
I
Signature of Proposer Date:
23
EXHIBIT "B"
Form of Loan Agreement
LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement") is made and entered into as of August 27,
2015, and is by and between the City of Dania Beach, Florida, a Florida municipal corporation,
and its successors and assigns (the "City"), and TD Bank, N.A., a national banking association,
and its successors and assigns as holder of the hereinafter defined Bonds (the"Bank");
WHEREAS, on January 11, 2005, the City Commission (the "Commission") of the City
of Dania Beach, Florida (the "City") adopted Resolution No. 2005-010 calling for a bond
referendum (the "Referendum") in conjunction with a general election on March 8, 2005 to
submit to the electorate of the City, among other items, three separate bond referenda to decide
whether the City should be authorized to issue not exceeding $6,800,000 in principal amount of
general obligation bonds for the purpose of financing various capital improvement in the City,
including construction and equipping of a fire station, neighborhood improvements consisting of
sidewalks, lighting and traffic calming, and recreation centers and parks expansion and
improvements (the "Project"); and
WHEREAS, at such general election on March 8, 2005, the issuance of the bonds was
approved by the qualified electors of the City in accordance with the applicable laws of the State
of Florida(the"State"); and
WHEREAS, on March 15, 2005, the Commission accepted the certification by the City
Clerk in coordination with the Supervisor of Elections of Broward County, Florida of the results
of such Referendum approving the issuance of the bonds; and
WHEREAS, on June 28, 2005, the Commission adopted Resolution No. 2005-098
approving a loan agreement (the "FMLC Loan Agreement") with the Florida Municipal Loan
Council ("FMLC") pursuant to which the City would obtain a loan (the "FMLC Loan") in the
principal amount of $6,775,000 from a portion (such portion hereinafter referred to as the
"Refunded Bonds") of the proceeds of the Florida Municipal Loan Council Revenue Bonds,
Series 2005D (the"2005 FMLC Bonds"); and
WHEREAS, on September 23, 2005, FMLC issued the 2005 FMLC Bonds and the City
and FMLC entered into the FMLC Loan Agreement; and
WHEREAS, on August 25, 2015, the Commission adopted Resolution No. 2015-089 (the
"Bond Resolution"), approving a loan from the Bank in the principal amount not to exceed
$6,000,000 for the purpose of refunding the FMLC Loan and the Refunded Bonds: and
8
WHEREAS, the City hereby determines that it is desirable and in the best interest of the
City to enter into this Agreement whereby the City will borrow funds (the "Loan") from the Bank
to be used to refund the FMLC Loan and the Refunded Bonds; and
WHEREAS, the obligation of the City to repay such Loan shall be evidenced by the
delivery of its $[5,440,773] General Obligation Refunding Bonds, Series 2015 (the "Bonds") to
the Bank in the principal amount of the Loan; and
WHEREAS, the Bonds shall be issued pursuant to the terms and provisions of the
Referendum,the Bond Resolution and this Agreement; and
WHEREAS, the execution and delivery of this Agreement have been duly authorized by
the Bond Resolution.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in
consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.1 Definitions. The words and terms used in this Agreement shall have the
meanings as set forth in the Bond Resolution and in the recitals above, unless otherwise defined
herein. Unless the context shall otherwise require, the following words and terms as used in this
Agreement shall have the following meanings:
"Act" means, collectively, Sections 132.33 through 132.47, Florida Statutes, Part II of
Chapter 166, Florida Statutes, as amended, the Charter of the City, and other applicable
provisions of law.
"Ad Valorem Revenues" means the ad valorem taxes levied upon the assessed property
within the jurisdiction of the City pursuant to the Referendum.
"Agreement" means this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bond Counsel" means counsel experienced in matters relating to the validity of, and the
exclusion from gross income for federal income tax purposes of interest on, obligations of states
and their political subdivisions.
"Bond Payment Date" means each April 1 and October 1, commencing October 1, 2016,
with a final payment due at maturity of the Bonds on August 27, 2035.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday or other
day on which the Bank is authorized or required to close.
9
"Clerk"means the Clerk or any Deputy Clerk of the City.
"Code" means the Internal Revenue Code of 1986, as amended, including the applicable
regulations of the Department of the Treasury (including applicable final regulations, temporary
regulations and proposed regulations), the applicable rulings of the Internal Revenue Service
(including published Revenue Rulings and private letter rulings) and applicable court decisions.
"Dated Date"means the date of issuance of the Bonds.
"Default Rate" means six percentage points (6.0%) in excess of the Prime Rate
immediately prior to the occurrence of an Event of Default.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement, dated as of
August 1, 2015,between the City and the Escrow Agent.
"Escrow Agent" shall mean The Bank of New York Mellon Trust Company,N.A.
"Event of Default" shall mean an event of default specified in Article VIII of this
Agreement.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other consecutive 12-month period as may be hereafter
designated as the fiscal year of the City pursuant to general law.
"Governing Body"means the City Commission of the City, or its successor in function.
"Holder" means the registered owner (or its authorized representatives) of the Bonds
from time to time, initially the Bank.
"Loan" means the loan being made pursuant to this Agreement in an amount equal to the
outstanding principal amount of the Bonds issued hereunder.
"Loan Documents" means this Agreement, the Bonds, the Bond Resolution, the Escrow
Deposit Agreement and all other documents, agreements, certificates, schedules, notes,
statements, and opinions,however described, referenced herein or executed or delivered pursuant
hereto or in connection with or arising with the Loan or the transaction contemplated by this
Agreement.
"Manager"means the City Manager and such other person as may be authorized to act on
his or her behalf.
"Mayor" means the Mayor of the City and such other person as may be authorized to act
on his or her behalf.
"Person" means natural persons, firms, trusts, estates, associations, corporations,
10
partnerships and public bodies.
"Prime Rate" means the rate published from time to time in The Wall Street Journal as
the "U.S. Prime Rate" or, in the event The Wall Street Journal ceases to be published, goes on
strike, is otherwise not published or ceases publication of"Prime Rates," the base, reference or
other rate then designated by the Holder, in its sole discretion, for general commercial loan
reference (the "Base Rate"). The Base Rate is not necessarily the lowest or best rate of interest
offered by the Holder to any borrower or class of borrowers.
"State"means the State of Florida.
"Tax Certificate" means the Tax Certificate executed and delivered by the City on the
date hereof.
Section 1.2 Interpretation. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Agreement and all the terms and
provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the
validity hereof.
Section 1.3 Titles and Headings. The titles and headings of the articles and sections
of this Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS OF CITY
The City represents and warrants to the Bank that:
Section 2.1 Powers of City. The City is duly organized and validly existing as a
municipal corporation under the laws of the State. The City has the power to borrow the amount
provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Bonds
in the manner contemplated hereby, and to perform and observe all the terms and conditions of
the Bonds and this Agreement on its part to be performed and observed. The City may lawfully
issue the Bonds in order to refund the FMLC Loan and the Refunded Bonds.
Section 2.2 Authorization of Loan. The City has, had or will have, as the case may
be, full legal right, power, and authority to adopt the Bond Resolution and to execute and deliver
this Agreement, to issue, sell, and deliver the Bonds to the Bank, and to carry out and
consummate all other transactions contemplated hereby and by the Loan Documents, and the City
has complied and will comply with all provisions of applicable law in all material matters
relating to such transactions. The City, by the Bond Resolution, has duly authorized the
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borrowing of the amount provided for in this Agreement, the execution and delivery of this
Agreement, and the making and delivery of the Bonds to the Bank, and to that end the City
warrants that it will take all action and will do all things which it is authorized by law to take and
to do in order to fulfill all covenants on its part to be performed and to provide for and to assure
payment of the Bonds. The City has duly adopted the Bond Resolution and authorized the
execution, delivery, and performance of the Bonds and the Agreement and the taking of any and
all other such action as may be required on the part of the City to carry out, give effect to and
consummate the transactions contemplated by the Loan Documents. The Bonds have been duly
authorized, executed, issued and delivered to the Bank and constitute legal, valid and binding
obligations of the City enforceable in accordance with their terms and the terms of the Bond
Resolution, and are entitled to the benefits and security of the Bond Resolution and this
Agreement. All approvals, consents, and orders of and filings with any governmental authority or
agency which would constitute a condition precedent to the issuance of the Bonds or the
execution and delivery of or the performance by the City of its obligations under the Loan
Documents have been obtained or made and any consents, approvals, and orders to be received
or filings so made are in full force and effect.
Section 2.3 Agreements. The making and performing by the City of this Agreement
will not violate any provision of the Act, or any ordinance or resolution of the City, or any
regulation, order or decree of any court, and will not result in a breach of any of the terms of any
agreement or instrument to which the City is a party or by which the City is bound. The Loan
Documents constitute legal, valid and binding obligations of the City enforceable in accordance
with their respective terms.
Section 2.4 Litigation, Etc. There are no actions or proceedings pending against the
City or affecting the City or, to the knowledge of the City, threatened, which, either in any case
or in the aggregate, might result in any material adverse change in the financial condition of the
City, or which question the validity of this Agreement, the Referendum, the Refunded Bonds, the
Bonds or any of the other Loan Documents or of any action taken or to be taken in connection
with the transactions contemplated hereby or thereby. The City is not in default in any material
respect under any agreement or other instrument to which it is a party or by which it may be
bound.
Section 2.5 Financial Information. The financial information regarding the City
furnished to the Bank by the City in connection with the Loan is complete and accurate, and there
has been no material and adverse change in the financial condition of the City from that
presented in such information.
ARTICLE III
COVENANTS OF THE CITY
Section 3.1 Affirmative Covenants. The City, covenants, for so long as any of the
principal amount of or interest on the Bonds is outstanding and unpaid or any duty or obligation
of the City hereunder or under any of the other Loan Documents remains unpaid or unperformed,
as follows:
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(a) Use of Proceeds. The City represents and warrants that the proceeds from
the Refunded Bonds were used only to finance or refinance the Project. The City represents and
warrants that, as of the date of issuance of the Bonds, and upon the refunding of the Refunded
Bonds, there are no other bonds or obligations of the City secured by the Ad Valorem Revenues.
(b) Notice of Defaults. The City shall within ten (10) days after it acquires
knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of
any Event of Default, and any event or condition which with the passage of time or giving of
notice, or both, would constitute an Event of Default, and shall provide the Bank with such
written notice, a detailed statement by a responsible officer of the City of all relevant facts and
the action being taken or proposed to be taken by the City with respect thereto.
(c) Records. The City agrees that any and all records of the City shall be
open to inspection by the Bank or its representatives at all reasonable times at the offices of the
City.
(d) Maintain Existence. The City shall do all things lawfully within its
power to maintain its existence as a municipal corporation of the State, and shall not voluntarily
dissolve.
(e) Notice of Liabilities. The City shall promptly inform the Bank of any
actual or potential contingent liabilities or pending or threatened litigation of any amount that
could reasonably be expected to have a material and adverse effect upon the financial condition
of the City.
(f) Insurance. The City shall maintain such liability, casualty and other
insurance as is reasonable and prudent for similarly situated municipal corporations of the State
and shall upon the request of the Bank, provide evidence of such coverage to the Bank.
(g) Comply with Laws. The City is in compliance with and shall comply
with all applicable federal, state and local laws and regulatory requirements.
(h) Taxes. The City is a tax exempt municipal corporation under the laws of
the State of Florida; however, in the event the Bonds, this Agreement or any other Loan
Document should be subject to the excise tax on documents or the intangible personal property
tax, or any similar tax, of the State of Florida,the City shall pay such taxes or reimburse the Bank
for any such taxes paid by it.
(i) Investments. The City shall invest only in obligations permitted by
Section 218.415, Florida Statutes.
Section 3.2 Bank Fees and Expenses. The City hereby agrees to the fees of counsel
to the Bank in connection with the issuance of the Bonds in the amount of $5,000.00, said
amount to be due and payable upon the issuance of the Bonds.
Section 3.3 Registration and Exchange of Bonds; Persons Treated as Holders. So
long as the Bonds shall remain unpaid, the City will keep books for the registration and transfer
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of the Bonds. The Bonds shall be transferable only upon such registration books. The City will
transfer the registration of a Bond upon written request of the Bank specifying the name, address
and taxpayer identification number of the transferee, and as otherwise provided in the Bonds.
The Person in whose name the Bonds shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of principal and interest on the Bonds
shall be made only to or upon the written order of such Person. All such payments shall be valid
and effectual to satisfy and discharge the liability upon the Bonds to the extent of the sum or
sums so paid.
Section 3.4 Payment of Principal and Interest. The City promises that it will
promptly pay the principal of and interest on the Bonds at the place, on the dates and in the
manner provided therein according to the true intent and meaning hereof and thereof, provided
that the principal of and interest on the Bonds is secured solely as provided in Section 3.5 hereof,
and nothing in the Bonds or in this Agreement shall be construed as pledging any other funds or
assets of the City to such payment. Any payment of principal or interest required to be made
hereunder that is not paid within fifteen (15) days of when due shall be subject to a late charge of
six percent(6%) of the overdue payment.
Section 3.5 Pledge of Ad Valorem Revenues. In each Fiscal Year while any of the
Bonds are outstanding there shall be assessed, levied and collected an ad valorem tax, without
limitation as to rate or amount, on all taxable property within the corporate limits of the City
(excluding exemptions as provided by applicable law), in addition to all other taxes, sufficient in
amount to pay the principal of and interest on the Bonds as the same shall become due.
The tax assessed, levied and collected for the security and payment of the Bonds shall be
assessed, levied and collected in the same manner and at the same time as other taxes are
assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment
of the principal of and interest on the Bonds.
The full faith, credit and taxing power of the City are hereby irrevocably pledged to the
punctual payment of the principal of, interest on and redemption premium, if any, with respect to
the Bonds as the same shall become due and payable.
The Holders shall have a first lien on the taxes pledged hereunder(including the proceeds
derived from the sale of tax certificates in the event of a delinquency in such payment of taxes)
and the other monies, if any, on deposit in the funds and accounts created hereunder, including
all earnings thereon.
The City will diligently enforce its right to receive tax revenues 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 the Holders.
To the extent the Ad Valorem Revenues are comingled with other ad valorem revenues
levied and collected to pay debt service on any other debt or obligation secured by or payable
from ad valorem revenues, the City agrees to pay the principal of and interest on the Loan and
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Bonds on a pro rata basis with any other debt or obligation secured by or payable from the total
ad valorem revenues collected for such purpose. Notwithstanding anything herein to the
contrary, this paragraph shall not apply if the Ad Valorem Revenues are levied and collected
separate and apart from other ad valorem revenues levied and collected to pay debt service on
any other debt or obligation secured by or payable from ad valorem revenues.
If, sixty days prior to any Bond Payment Date, the amount on deposit in the Bond Fund is
insufficient to make the payment due on such date, the City shall transfer into the Bond Fund,
from legally available funds of the City, an amount equal to the shortfall.
Section 3.6 Prepayment. The Bonds may be prepaid as set forth in the forms of
Bonds attached hereto as Exhibit"A".
Section 3.7 Business Days. In any case where the due date of interest on or principal
of the Bonds is not a Business Day, then payment of such principal or interest need not be made
on such date but may be made on the next preceding Business Day.
Section 3.8 Officers and Employees of the City Exempt from Personal Liability.
No recourse under or upon any obligation, covenant or agreement of this Agreement or the
Bonds or for any claim based thereon or otherwise in respect thereof, shall be had against the
Mayor or any Commissioner of the City, or any officer, agent or employee, as such, of the City
past, present or future, it being expressly understood (a) that the obligation of the City under this
Agreement and the Bonds is solely a corporate one, (b)that no personal liability whatsoever shall
attach to, or is or shall be incurred by, the members of the City Commission, or the officers,
agents, or employees, as such, of the City, or any of them, under or by reason of the obligations,
covenants or agreements contained in this Loan Agreement or implied therefrom, and(c)that any
and all such personal liability of, and any and all such rights and claims against, every such
Commission member of the City, and every officer, agent, or employee, as such, of the City
under or by reason of the obligations, covenants or agreements contained in this Loan
Agreement, or implied therefrom, are waived and released as a condition of, and as a
consideration for, the execution of this Loan Agreement and the issuance of the Bonds on the
part of the City.
Section 3.9 Bonds Mutilated, Destroyed, Stolen or Lost. In case the Bonds shall
become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Bonds of
like tenor as the Bonds so mutilated, destroyed, stolen or lost, in exchange and in substitution for
such mutilated Bonds, or in lieu of and in substitution for the Bonds destroyed, stolen or lost and
upon the Holders furnishing the City proof of ownership thereof and indemnity reasonably
satisfactory to the City and complying with such other reasonable regulations and conditions as
the City may prescribe and paying such expenses as the City may incur. The Bonds so
surrendered shall be canceled.
Section 3.10 Section 265 Designation of Bonds. The reasonably anticipated amount of
tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of
the Code) which have been or will be issued by the City and any subordinate entities or entities
issuing obligations on behalf of the City within the meaning of Section 265(b)(3) of the Code
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during calendar year 2015 does not exceed $10,000,000. The City hereby designates the Bonds as
a "qualified tax-exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the Code. The
City hereby covenants and agrees not to take any action or to fail to take any action if such action
or failure would cause the Bonds to no longer be a"qualified tax-exempt obligation."
Section 3.11 Tax Representations, Warranties and Covenants of the City.
Notwithstanding anything herein to the contrary, the City hereby covenants and represents that it
has taken and caused to be taken and shall make and take and cause to be made and taken all
actions that may be required of it for the interest on the Refunded Bonds and the Bonds to be and
remain excluded from the gross income of the Holders for federal income tax purposes, and that
to the best of its knowledge it has not taken or permitted to be taken on its behalf, and covenants
that to the best of its ability and within its control, it shall not make or take, or permit to be made
or taken on its behalf, any action which, if made or taken, would adversely affect such exclusion
under the provisions of the Code.
The City acknowledges that the continued exclusion of interest on the Refunded Bonds
and the Bonds from gross income for federal income tax purposes depends, in part, upon
compliance with the arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code.
The City hereby acknowledges responsibility to take all reasonable actions necessary to comply
with these requirements. The City hereby represents, agrees and covenants that it has not
permitted, with respect to the Refunded Bonds, and shall not permit,with respect to the Bonds, at
any time or times, any of the proceeds of the Refunded Bonds or the Bonds or other funds of the
City to be intentionally used, directly or indirectly, to acquire or to replace funds which were
used directly or indirectly to acquire any higher yielding investments (as defined in Section 148
of the Code), the acquisition of which would cause the Refunded Bonds or the Bonds to be an
arbitrage bonds for purposes of Sections 103(b)(2) and 148 of the Code. The City further agrees
and covenants that it shall do and perform all acts and things necessary in order to assure that the
requirements of Sections 103(b)(2) and 148 of the Code are met.
Specifically, without intending to limit in any way the generality of the foregoing, the City
covenants and agrees:
(a) to pay to the United States of America at the times required pursuant to
Section 148(f) of the Code, the excess of the amount earned on all non-purpose investments (as
defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess
described in this sentence) over the amount which would have been earned if such non-purpose
investments were invested at a rate equal to the yield on the Bonds, plus any income attributable
to such excess (the "Rebate Amount");
(b) to maintain and retain all records pertaining to and to be responsible for
making or causing to be made all determinations and calculations of the Rebate Amount and
required payments of the Rebate Amount as shall be necessary to comply with the Code; and
(c) to comply with all representations and restrictions contained in any Tax
Certificate executed by the City in connection with the Bonds.
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The City understands that the foregoing covenants impose continuing obligations on it to
comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the
Code so long as such requirements are applicable.
Section 3.12 Additional Tax Covenants of the City. For so long as the Bonds
remains outstanding,the City hereby covenants as follows:
(a) It will comply with, and timely make or cause to be made all filings
required by, all effective rules, rulings or regulations promulgated by the Department of the
Treasury or the Internal Revenue Service;
(b) It has not and will not use, invest, direct or permit the investment of the
proceeds of the Refunded Bonds or the Bonds or any investment earnings thereon in a manner
that will result in the Refunded Bonds or the Bonds becoming a "private activity bonds" within
the meaning of Sections 141 and 145 of the Code;
(c) It has not and will not use or permit to be used more than ten percent
(10%) of the proceeds of the Refunded Bonds or the Bonds (including the amounts used to pay
costs associated with issuing the Refunded Bonds or the Bonds), including all investment income
earned on such proceeds directly or indirectly, in any trade or business carried on by any person
who is not the City or a state or political subdivision or instrumentality thereof as those terms are
used in Section 103 of the Code (an"Exempt Person");
(d) It has not and will not use or permit the use of any portion of the proceeds
of the Refunded Bonds or the Bonds, including all investment income earned on such proceeds,
directly or indirectly, to make or finance loans to persons who are not Exempt Persons;
(e) It has not entered into, and will not enter into, any arrangement with any
person or organization (other than an Exempt Person) which provides for such person or
organization to manage, operate, or provide services with respect to more than 10% of the
property financed with the proceeds of the Refunded Bonds or the Bonds (a"Service Contract"),
unless the guidelines set forth in Revenue Procedure 97-13 (or the guidelines set forth in
Revenue Procedure 93-19, to the extent applicable, or any new, revised or additional guidelines
applicable to Service Contracts) (the "Guidelines"), are satisfied, except to the extent it obtains a
private letter ruling from the Internal Revenue Service or an opinion of nationally recognized
Bond Counsel which allows for a variation from the Guidelines;
(f) It has not and will not cause the Refunded Bonds or the Bonds to be
treated as "federally guaranteed" for purposes of Section 149 of the Code, as may be modified in
any applicable rules, rulings, policies, procedures, regulations or other official statements
promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with
respect to "federally guaranteed" obligations described in Section 149 of the Code. For purposes
of this paragraph, the Refunded Bonds or the Bonds shall be treated as "federally guaranteed" if
(i) all or any portion of the principal or interest is or will be guaranteed directly or indirectly by
the United States of America or any agency or instrumentality thereof, or (ii) 5% or more of the
proceeds of the Refunded Bonds or the Bonds was or will be (A) used in making loans the
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payment of principal or interest with respect to which is to be guaranteed in whole or in part by
the United States of America or any agency or instrumentality thereof, or(B) invested directly or
indirectly in federally insured deposits or accounts, and (iii) such guarantee is not described in
Section 149(b)(3) of the Code; and
(g) It will comply with the information reporting requirements of Section
149(e)(2)of the Code.
The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield"have
the meanings assigned to them for purposes of Section 148 of the Code.
ARTICLE IV
CONDITIONS OF LENDING
Section 4.1 Conditions of Lending. The obligations of the Bank to lend hereunder
are subject to the following conditions precedent:
(a) Representations and Warranties. The representations and warranties set
forth in the Loan Documents are and shall be true and correct to the best of the City's knowledge
on and as of the date hereof.
(b) No Default. On the date hereof the City shall be in compliance with all
the terms and provisions set forth in the Loan Documents on its part to be observed or performed,
and no Event of Default nor any event that,upon notice or lapse of time or both, would constitute
such an Event of Default, shall have occurred and be continuing at such time.
(c) Supporting Documents. On or prior to the date hereof, the Bank shall
have received the following supporting documents, all of which shall be satisfactory in form and
substance to the Bank (such satisfaction to be evidenced by the purchase of the Bonds by the
Bank):
(i) The opinion of the City Attorney regarding the due authorization,
execution, delivery, validity and enforceability of the Bond Resolution, this Agreement
and the Bonds, the City's power to incur the debt evidenced by the Bonds and the due
adoption of the Bond Resolution;
(ii) The opinion of Bond Counsel to the effect that (A) the interest on
the Bonds is excluded from gross income for federal income tax purposes, (B) the Bonds
are not an item of tax preference under Section 57 of the Code, (C) the Bonds are
qualified tax-exempt obligations under Section 265(b)(3) of,the Code;
(iii) The fully executed Tax Certificate;
(iv) A copy of a completed and executed form 8038-G to be filed with
the Internal Revenue Service;
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(v) Certified copies of the Bond Resolution;
(vi) A certificate or certificates of the City relating to (i) the Bond
Resolution authorizing the execution, delivery and performance of the City with respect
to the Bonds, (ii) incumbency and specimen signatures of officers, and (iii) such other
matters as the Bank may reasonably require;
(vii) A certificate of the City certifying that there is no action, suit,
proceeding, inquiry or investigation at law or in equity before or by any court, public
board or body pending, or, to the best knowledge of the City, threatened against or
affecting the City wherein an unfavorable decision, ruling or finding would adversely
affect (i)the transactions contemplated by, or the validity or enforceability of, the Bond
Resolution or(ii)the tax-exempt status of the interest portion of the Bonds; and
(viii) Such additional supporting documents as the Bank may reasonably
request.
All opinions and certificates shall be in form and substance reasonably acceptable
to the Bank and its counsel.
(d) No Adverse Changes. On or prior to the date hereof, there shall have
been no material adverse changes in the financial condition of the City from that reflected in its
audited financial statements for its Fiscal Year ended September 30, 2014.
ARTICLE V
THE LOAN; CITY'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS
Section 5.1 The Loan. The Bank hereby agrees to loan to the City the amount of
$[5,440,773] to be evidenced by the Bonds, to provide funds to refund the FMLC Loan and the
Refunded Bonds upon the terms and conditions set forth in the Bond Resolution and in this
Agreement. The City agrees to repay the principal amount borrowed plus interest thereon, upon
the terms and conditions set forth in the Loan Documents.
Section 5.2 Description and Payment Terms of the Bonds. To evidence the Loan,
the City shall issue and deliver to the Bank the Bonds in the form attached hereto as Exhibit"A".
ARTICLE VI
CREATION AND USE OF FUNDS AND ACCOUNTS;
APPLICATION OF BOND PROCEEDS
Section 6.1 Bond Fund. There is hereby created a fund, entitled "City of Dania
Beach, Florida, General Obligation Refunding Bonds, Series 2015 Bond Fund" (the "Bond
Fund"). The City shall deposit the Ad Valorem Revenues into the Bond Fund upon receipt by
the City. The City shall further deposit, if necessary, other legally available funds of the City, at
the times and upon the occurrence of the events specified in Section 3.5 hereof which, together
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with the amounts already on deposit therein, will enable the City to pay the principal of and
interest coming due on the Bonds on each Bond Payment Date. Moneys in the Bond Fund shall
be applied on each Bond Payment Date to the payment of principal of and interest on the Bonds
coming due on each such date in the manner specified in Section 7.3 hereof.
Section 6.2 Funds. Each of the funds and accounts herein established and created
shall constitute trust funds for the purposes provided herein for such funds and accounts
respectively. The money in such funds and accounts shall be continuously secured in the same
manner as deposits of City funds are authorized to be secured by the laws of the State of Florida.
The designation and establishment of the funds and accounts in and by this Agreement 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 revenues and assets of the City for the purposes
herein provided and to establish certain priorities for application of such revenues and assets.
Section 6.3 Rebate Fund and Rebate Covenants. There is hereby created and
established a fund to be held by the City, designated the "City of Dania Beach General
Obligation Refunding Bonds, Series 2015 Rebate Fund" (the "Rebate Fund"). The Rebate Fund
shall be held by the City separate and apart from all other funds and accounts held by the City
under this Agreement and from all other moneys of the City.
Notwithstanding anything in this Agreement to the contrary, the City shall transfer to the
Rebate Fund the amounts required to be transferred in order to comply with the Tax Certificate
or the Rebate Covenants, if any, attached as an Exhibit to the Tax Certificate to be delivered by
the City on the date of delivery of the Bonds (the "Rebate Covenants"), when such amounts are
so required to be transferred. The City shall make or cause to be made payments from the Rebate
Fund of amounts required to be deposited therein to the United States of America in the amounts
and at the times required by the Rebate Covenants. The City covenants for the benefit of the
Holders that it will comply with the Rebate Covenants. The Rebate Fund, together with all
moneys and securities from time to time held therein and all investment earnings derived
therefrom, shall be excluded from the pledge and lien of this Agreement. The City shall not be
required to comply with the requirements of this Section 6.3 in the event that the City obtains an
opinion of Bond Counsel that (i) such compliance is not required in order to maintain the federal
income tax exemption of interest on the Bonds and/or (ii) compliance with some other
requirement is necessary to maintain the federal income tax exemption of interest on the Bonds.
Section 6.4 Application of Bond Proceeds. The City will apply the proceeds of the
Bonds for (i) the refunding of the Refunded Bonds; and (ii) the costs of issuance of the Bonds.
Simultaneously with the issuance of the Bonds, $[5,360,000] of the proceeds of the Bonds will
be transferred by the Bank directly to the Escrow Agent for deposit by the Escrow Agent into the
Escrow Account established pursuant to the Escrow Deposit Agreement, to effectuate, together
with other available funds of the City, the refunding of the Refunded Bonds by providing for the
payment of the principal of, premium, if any, and interest on the Refunded Bonds as provided in
the Escrow Deposit Agreement. If any component of the Refunded Bonds to be refunded is not
paid for out of the proceeds of the Loan at the Closing of the Loan, the Borrower shall on or
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before October 1, 2015, pay the remaining cost of the Refunded Bonds to be refunded directly to
the Escrow Agent for deposit by the Escrow Agent into the Escrow Account.
The balance of the proceeds of the Bonds shall be disbursed by the City for payment of
the costs of issuance of the Bonds, as set forth in a closing memorandum executed on the date of
issuance of the Bonds. Any proceeds remaining after payment of all costs of issuance shall be
deposited into the Bond Fund and used to pay debt service on the Bonds on the next Bond
Payment Date.
ARTICLE VII
SPECIAL COVENANTS
Section 7.1 Financial Statements. The City shall, upon receipt by the City or within
two hundred ten (210) days of each Fiscal Year end, whichever is sooner, provide the Holders
with a printed copy of its Annual Financial Statement. The City shall also provide to the
Holders, within sixty (60) days of its adoption, its current year operating budget, and, upon
request, any other financial information reasonably requested by such Holders.
Section 7.2 Parity Covenant. The City covenants and agrees that if the City grants to
any lender or holder of any indebtedness secured by the Ad Valorem Revenues (i) any right
related to the Ad Valorem Revenues or (ii) any event of default or remedy, that is not already
contained in this Agreement, such right, event of default or remedy shall be deemed to apply
hereunder as if expressly set forth herein.
Section 7.3 Auto Debit. At all times while this Agreement is in effect, loan payments
from the City shall be set up on auto debit, which will automatically transfer payments of
principal of and interest on the Bonds held by the Bank from a pre-designated account of the City
to the Bank on each Bond Payment Date.
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.1 General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
(a) The City shall fail to make any payment of the principal of or interest on
the Bonds after the same shall become due and payable; or
(b) The City shall default in the performance of or compliance with any term
or covenant contained in the Loan Documents (other than as set forth in (a) above), and such
default shall continue for thirty (30) days after written notice specifying such default and
requiring the same to be remedied shall have been given to the,City by the Holders; provided that
such default shall not be an Event of Default if the City within such 30 day period commences
and carries out with due diligence to completion (although not necessarily within such thirty (30)
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day period) such action as is necessary to cure the same, provided that such default is cured
within ninety (90) days of the date of such notice; or
(c) Any representation or warranty made in writing by or on behalf of the City
in any Loan Document shall prove to have been false or incorrect in any material respect on the
date made or reaffirmed; or
(d) The City admits in writing its inability to pay its debts generally as they
become due or files a petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver or trustee for itself, or
(e) The City is adjudged insolvent by a court of competent jurisdiction, or it is
adjudged a bankrupt on a petition in bankruptcy filed by or against the City, or an order,
judgment or decree is entered by any court of competent jurisdiction appointing, without the
consent of the City, a receiver or trustee of the City or of the whole or any part of its property,
and if the aforesaid adjudications, orders,judgments or decrees shall not be vacated or set aside
or stayed within ninety(90) days from the date of entry thereof; or
(f) The City shall file a petition or answer seeking reorganization or any
arrangement under the federal bankruptcy laws or any other applicable law or statute of the
United States of America or the State of Florida.
Section 8.2 Effect of Event of Default. If an Event of Default shall have occurred
and be continuing, the Holder may, in addition to any other remedies set forth in this Agreement
or the Bonds, 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 under the laws of the State
of Florida, or granted or contained in this Agreement, and may enforce and compel the
performance of all duties required by this Agreement or by any applicable statutes to be
performed by the City or by any officer thereof.
During the period in which an Event of Default shall have occurred or be continuing
hereunder or under the Bonds,the Bonds shall bear interest at the Default Rate.
No remedy herein conferred upon or reserved to the Holder is intended to be exclusive of
any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be
in addition to every other remedy given hereunder or now or hereafter existing at law or in
equity.
No delay or omission of a Holder to exercise any right or power accruing upon any Event
of Default shall impair any such right or power or shall be construed to be a waiver of any such
Event of Default, or an acquiescence therein; and every power and remedy given by this article
may be exercised from time to time, and as often as may be deemed expeditious by a Holder.
ARTICLE IX
i DEFEASANCE i
22
Section 9.1 Defeasance.
(a) The covenants, liens and pledges entered into, created or imposed pursuant
to this Agreement may be fully discharged and satisfied with respect to the Bonds in any one or
more of the following ways.
(i) by paying the principal of, prepayment premium, if any, and
interest on the Bonds when the same shall become due and payable; or
(ii) by depositing with an escrow agent certain moneys irrevocably
pledged to the payment of the Bonds, which together with other moneys lawfully
available therefor, if any, shall be sufficient at the time of such deposit with the escrow
agent to pay when due the principal, prepayment premium, if any, and interest due and to
become due on said Bonds on or prior to the prepayment date or maturity date thereof; or
(iii) by depositing with an escrow agent moneys irrevocably pledged to
the payment of the Bonds, which together with other moneys lawfully available therefor,
when invested by the escrow agent in direct obligations of the United States of America
which shall not be subject to redemption prior to their maturity other than at the option of
the holder thereof, will provide moneys which shall be sufficient (as evidenced by a
verification report of an independent certified public accountant or firm of accountants)to
pay when due the principal, prepayment premium, if any, and interest due and to become
due on said Bonds on or prior to the prepayment date or maturity date thereof;provided
that the City shall, on or prior to the date of such deposit, obtain and deliver to the
Holders of the Bonds (at their addresses as they appear on the registration books of the
City) an opinion of nationally recognized bond counsel to the effect that the deposit of
such moneys and securities to provide for payment or redemption of the Bonds will not
adversely affect the excludability of interest thereon from gross income of the Holders
thereof for federal income tax purposes.
Upon such payment or deposit with an escrow agent in the amount and manner provided
in this Section 9.1, the Bonds shall be deemed to be paid and shall no longer be deemed to be
Outstanding for the purposes of this Agreement and the covenants of the City hereunder and all
liability of the City with respect to said Bonds shall cease, terminate and be completely
discharged and extinguished and the holders thereof shall be entitled to payment solely out of the
moneys or securities so deposited with the escrow agent; provided, however,that(i)if any Bonds
are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been
duly given in accordance with the provisions contained in the Bonds and(ii) in the event that any
Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days
following a deposit of moneys with the escrow agent in accordance with this Section, the City
shall have given the escrow agent in form satisfactory to it irrevocable instructions to mail to the
Holders of such Bonds at their addresses as they appear on the registration books of the City, a
notice stating that a deposit in accordance with this Section has been made with the escrow agent
and that the Bonds are deemed to have been paid in accordance with this Section and stating such
maturity or redemption date upon which moneys are to be available for the payment of the
principal of, premium, if any, and interest on said Bonds.
23
(b) Notwithstanding the foregoing, all references to the discharge and satisfaction of
Bonds shall include the discharge and satisfaction of any portion of the Bonds.
(c) If any portion of the moneys deposited with an escrow agent for the payment of
the principal of, redemption premium, if any, and interest on any portion of the Bonds is not
required for such purpose, the escrow agent shall transfer to the City the amount of such excess
and 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 Agreement.
(d) Notwithstanding any of the foregoing, the requirements of Sections 3.11, 3.12(b)
and 6.3 hereof relating to use and investment of proceeds and rebate amounts due to the United
States pursuant to the Rebate Covenants shall survive the payment of principal and interest with
respect to the Bonds or any portion thereof.
ARTICLE X
MISCELLANEOUS
Section 10.1 No Waiver; Cumulative Remedies. No failure or delay on the part of the
Bank or the City in exercising any right, power, remedy hereunder, or under the Bonds or other
Loan Documents shall operate as a waiver of the City's or Bank's rights, powers and remedies
hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof, or the exercise of any other right, power or remedy
hereunder or thereunder. The remedies herein and therein provided are cumulative and not
exclusive of any remedies provided by law or in equity.
Section 10.2 Amendments, Changes or Modifications to the Agreement. This
Agreement shall not be amended, changed or modified except by written instrument between the
Bank and the City. The City agrees to pay all of the Bank's costs and reasonable attorneys' fees
incurred in modifying and/or amending this Agreement at the City's request or behest.
Section 10.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof of
this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
Section 10.4 Severability. If any clause, provision or section of this Agreement shall
be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not
affect any other provisions or sections hereof, and this Agreement shall be construed and
enforced to the end that the transactions contemplated;hereby be effected and the obligations
contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not
been contained herein.
24
Section 10.5 Term of Agreement. Except as otherwise specified in this Agreement,
this Agreement and all representations, warranties, covenants and agreements contained herein or
made in writing by the City in connection herewith shall be in full force and effect from the date
hereof and shall continue in effect until as long as the Bonds is outstanding.
Section 10.6 Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered; when transmitted if transmitted by
telecopy, electronic telephone line facsimile transmission or other similar electronic or digital
transmission method (provided customary evidence of receipt is obtained); the day after it is sent,
if sent by overnight common carrier service; and five days after it is sent, if mailed, certified
mail,return receipt requested,postage prepaid. In each case notice shall be sent to:
If to the City: Robert Baldwin, City Manager
City of Dania Beach
100 W. Dania Beach Blvd.
Dania Beach, Florida 33004
If to the Bank: TD Bank,N.A.
255 Alhambra Circle, 2nd Floor
Coral Gables, FL 33134
Attn: Florida Middle Market
or to such other address as either party may have specified in writing to the other using the
procedures specified above in this Section 10.6.
Section 10.7 Applicable Law. This Agreement, and each of the Loan Documents and
transactions contemplated herein, shall be construed pursuant to and governed by the substantive
laws of the State.
Section 10.8 Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors in interest and permitted assigns of the parties. The City
shall have no rights to assign any of their rights or obligations hereunder without the prior written
consent of the Bank.
Section 10.9 Conflict. In the event any conflict arises between the terms of this
Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern
in all instances of such conflict.
Section 10.10 No Third Party Beneficiaries. It is the intent and agreement of the
parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not
a party hereto shall have any rights or privileges hereunder, except as may be permitted otherwise
under Section 10.8.
25
Section 10.11 Attorneys Fees. To the extent legally permissible, the City and the Bank
agree that in any suit, action or proceeding brought in connection with this Agreement, the
Bonds, or the Bond Resolution (including any appeal(s)), the prevailing party shall be entitled to
recover costs and attorneys' fees from the other party.
Section 10.12 Entire Agreement. Except as otherwise expressly provided, this
Agreement and the other Loan Documents embody the entire agreement and understanding
between the parties hereto and supersede all prior agreements and understandings relating to the
subject matter hereof.
Section 10.13 Further Assurances. The parties to this Agreement will execute and
deliver, or cause to be executed and delivered, such additional or further documents, agreements
or instruments and shall cooperate with one another in all respects for the purpose of carrying out
the transactions contemplated by this Agreement.
Section 10.14 Waiver of Jury Trial. THE CITY AND THE BANK IRREVOCABLY
AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING
IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS
AGREEMENT, THE BONDS OR THE BOND RESOLUTION. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS
AGREEMENT.
[remainder of page intentionally left blank]
26
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between
them as of the date of first set forth above.
CITY OF DANIA BEACH, FLORIDA
[SEAL] By:
Robert Baldwin, City Manager
By:
Marco A. Salvino, Sr., Mayor
ATTEST:
By:
Louise Stilson, CMC, City Clerk
Approved as to form and correctness:
By:
Thomas J. Ansbro
City Attorney
TD BANK,N.A.
By:
Delle Joseph
Senior Vice President
27
EXHIBIT "A"
No. R-1 $[5,440,773]
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DANIA BEACH
GENERAL OBLIGATION REFUNDING BOND, SERIES 2015
Interest Rate Maturity Date Dated Date
3.06% August 27, 2035 August 27, 2015
Holder: TD Bank,N.A.
Principal Amount: [Five Million Four Hundred Forty Thousand Seven Hundred Seventy-
Three Dollars ($5,440,773)]
KNOW ALL MEN BY THESE PRESENTS,that the City of Dania Beach, Florida(the
"City"), for value received, hereby promises to pay to the Holder shown above, or registered
assigns (the `Bank"), from the sources hereinafter mentioned, the Principal Amount specified
above plus interest at the Interest Rate specified herein. Subject to the rights of prior prepayment
described in this Bond, the Bonds shall mature on the Maturity Date specified above. Payments
due hereunder shall be made no later than 2:00 p.m., Eastern time, on the date due, free and clear
of any defenses, set-offs, counterclaims, or withholding or deductions for taxes. Any payment
required to be made hereunder that is not paid within fifteen (15) days of when due shall be
subject to a late charge of six percent(6%) of the overdue payment.
This Bond is issued under authority of and in full compliance with the Constitution and
laws of the State of Florida, including particularly Sections 132.33 through 132.47, Florida
Statutes, Part II of Chapter 166, Florida Statutes, as amended, the Charter of the City, Resolution
No. 2015- duly adopted by the City Commission on August 25, 2015 (the "Bond
Resolution") and a Loan Agreement, dated of even date herewith, between the City and the Bank
(the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement.
All terms, conditions and provisions of the Loan Agreement are by this reference thereto
incorporated herein as a part of this Bond. Terms used herein in capitalized form and not
otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
This Bond is issued for the purpose of refunding (i) a loan to the City made by the Florida
Municipal Loan Council ("FMLC") in the principal amount of$6,775,000 from a portion (such
portion hereinafter referred to as the "Refunded Bonds") of the proceeds of the Florida Municipal
Loan Council Revenue Bonds, Series 2005D, and (ii) the Refunded Bonds, and paying costs of
issuance of the Bonds.
The principal on this Bond shall be due and payable on April 1 and October 1 of each
year, with a final payment due at maturity on August 27, 2035 (each, a "Bond Payment Date"),
1
beginning October 1, 2016, through and including August 27, 2035 (the "Maturity Date"), in the
amounts set forth on the payment schedule attached hereto.
Subject to adjustment as provided below, this Bond shall bear interest on the outstanding
principal balance from its Dated Date at the Interest Rate specified above. Interest on this Bond
shall be due and payable on each Bond Payment Date, beginning on October 1, 2016 until the
Maturity Date. The entire unpaid principal balance, together with all accrued and unpaid interest
hereon, shall be due and payable in full on the Maturity Date. All payments by the City pursuant
to this Bond shall apply first to accrued interest, then to other charges due the Bank, and the
balance thereof shall apply to the principal sum due.
During the period in which an Event of Default shall have occurred or be continuing
hereunder or under the Loan Agreement, this Note shall bear interest at a rate of six percent(6%)
in excess of the Prime Rate immediately prior to the occurrence of an Event of Default. As used
herein, "Prime Rate" means the rate published from time to time in The Wall Street Journal as
the "U.S. Prime Rate" or, in the event The Wall Street Journal ceases to be published, goes on
strike, is otherwise not published or ceases publication of"Prime Rates," the base, reference or
other rate then designated by the Holder, in its sole discretion, for general commercial loan
reference (the "Base Rate"). The Base Rate is not necessarily the lowest or best rate of interest
offered by the Holder to any borrower or class of borrowers.
The City to the extent permitted by law hereby waives presentment, demand, protest and
notice of dishonor.
Interest on the Bonds shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.
The principal of and interest on this Bond are payable in lawful money of the United
States of America by wire transfer or by certified check delivered on or prior to the date due to
the registered Holder or his legal representative at the address of the Holder as it appears on the
registration books of the City. Notwithstanding the foregoing, payments from the City shall be
set up on auto debit, which will automatically transfer payments of principal of and interest on
the Bonds during the period held by the Bank from a pre-designated account of the City to the
Bank on each Bond Payment Date.
Anything herein contained to the contrary notwithstanding, it is further understood that
should there be an event of default by the City hereunder or under the Loan Agreement, the
Holder of the Bonds may declare the outstanding principal amount of the Bonds immediately due
and payable.
Adjustment of Interest Rate For Full Taxability. Upon a Determination of Taxability, the
rate of interest on the Bonds shall be adjusted upward to 4.59%per annum (the "Taxable Rate"),
retroactive as of the date of the Determination of Taxability event. In addition to the payments of
principal and interest on the Bonds required to be paid pursuant to the terms of the Loan
Agreement and the Bonds, the City hereby agrees to pay to the Holder the Additional Amount
upon demand. "Additional Amount" means (i) the difference between (a) interest on this Bond
2
for the period commencing on the date on which the interest on this Bond ceased to be
excludable from gross income for federal income tax purposes and ending on the earlier of the
date this Bond ceased to be outstanding or such adjustment is no longer applicable to this Bond
(the "Taxable Period") at a rate per annum equal to the Taxable Rate, and (b) the aggregate
amount of interest paid on this Bond for the Taxable Period under the provisions of this Bond
without considering the Determination of Taxability, plus (ii) any penalties and interest paid or
payable by such Holder to the Internal Revenue Service by reason of such Determination of
Taxability. A"Determination of Taxability" shall mean a final decree or judgment of any Federal
court or a final action of the Internal Revenue Service or of the United States Treasury
Department determining that interest paid or payable on any Bond is or was includable in the
gross income of the Holder of the Bonds for Federal income tax purposes; provided,that no such
decree,judgment, or action will be considered final for this purpose, however,unless the City has
been given written notice thereof and, if it is so desired and is legally allowed, has been afforded
the opportunity to contest the same, either directly or in the name of the Holder, and until the
conclusion of any appellate review, if sought.
Adjustment of Interest Rate for Loss of Bank Qualified Status. So long as no
Determination of Taxability shall have occurred, upon the occurrence of a Loss of BQ Status (as
defined below), and for as long as the Bonds remain outstanding, the interest rate on the Bonds
shall be converted to the Adjusted BQ Rate (as defined below). In addition, upon a Loss of BQ
Status, the City shall pay to the Holder (i) an additional amount equal to the difference between
(A) the amount of interest actually paid on this Bond during the period of time from the date of
issuance of this Bond to the next succeeding Interest Payment Date, and (B) the amount of
interest that would have been paid during the period in clause (A) had this Bond borne interest at
the Adjusted BQ Rate, and (ii) an amount equal to any penalties and interest paid or payable by
such Holder to the Internal Revenue Service by reason of such as a result of the Loss of BQ
Status.
As used in the preceding paragraph:
"Adjusted BQ Rate" shall mean, upon a Loss of BQ Status, the interest rate per annum
that shall provide the Holder with the same after tax yield that the Holder would have otherwise
received had the Loss of BQ Status not occurred, taking into account the increased taxable
income of the Holder as a result of such Loss of BQ Status. The Holder shall provide the City
with a written statement explaining the calculation of the Adjusted BQ Rate, which statement
shall, in the absence of manifest error,be conclusive and binding on the City; and
"Loss of BQ Status" shall mean a determination by the Holder that this Bond is not a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code (or any
successor provision).
A certificate of the Holder as to any such additional amount or amounts, in the absence of
manifest error, shall be final and conclusive. In determining such amount, the Holder may use
any reasonable averaging and attribution methods.
3
Prior to August 27, 2025, upon written notice to the Holder given by the City at least five
(5) Business Days prior to the date fixed for prepayment, this Bond is subject to prepayment prior
to maturity in whole or in part at any time at a price of par plus accrued interest to the date of
prepayment, plus an amount equal to the greater of (i) 1.00% of the principal balance being
prepaid, or(ii) a"Yield Maintenance Fee" in an amount computed as follows:
The current cost of funds, specifically the bond equivalent yield for United States
Treasury securities (bills on a discounted basis shall be converted to a bond equivalent yield)
with a maturity date closest to the "Remaining Term", shall be subtracted from the rate of interest
on the Bonds, or the Default Rate if applicable. If the result is zero or a negative number, there
shall be no Yield Maintenance Fee due and payable. If the result is a positive number, then the
resulting percentage shall be multiplied by the scheduled outstanding principal balance for each
remaining monthly period of the "Remaining Term." Each resulting amount shall be divided by
360 and multiplied by the number of days in the monthly period. Said amounts shall be reduced
to present values calculated by using the above referenced current costs of funds divided by 12.
The resulting sum of present values shall be the Yield Maintenance Fee due to the Bank upon
prepayment of the principal of the Bonds, plus any accrued interest due as of the prepayment
date. "Remaining Term"as used herein shall mean the remaining term of the Bonds.
On or after August 27, 2025, upon written notice to the Holder given by the City at least
five (5) Business Days prior to the date fixed for prepayment, the City shall be entitled to prepay
the Bonds prior to maturity in whole or in part at any time, at a price of par plus accrued interest
to the date of prepayment.
The full faith, credit and taxing power of the City are pledged to the punctual payment of
the principal of and interest on this Bond, as the same shall become due and payable.
Reference is hereby made to the Loan Agreement 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 Holders of the Bonds, and the extent of and
limitations on the City's rights, duties and obligations, to all of which provisions the Holder
hereof for himself and his successors in interest assents by acceptance of this Bond.
It is further agreed between the City and the Holder of this Bond that neither the members
of the Governing Body of the City nor its officers, agents and/or employees nor any person
executing the Bonds shall be liable personally on the Bonds by reason of its issuance.
The original registered Holder, and each successive registered Holder of this Bond shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
I I. The City shall keep books for the registration of Bonds and for the registration of
transfers of Bonds as provided in the Loan Agreement. Bonds may be transferred or
exchanged 'upon the registration books kept by the City, upon delivery to the City,
together with written instructions as to the details of the transfer or exchange, of such
Bonds in form satisfactory to the City and with guaranty of signatures satisfactory to the
4
City, along with the social security number or federal employer identification number of
any transferee and, if the transferee is a trust, the name and social security or federal tax
identification numbers of the settlor and beneficiaries of the trust, the date of the trust and
the name of the trustee. The Bonds may be exchanged for Bonds of the same principal
amount and maturity and denominations in integral multiples of$100,000 (except that an
odd lot is permitted to complete the outstanding principal balance). No transfer or
exchange of any Bond shall be effective until entered on the registration books
maintained by the City.
2. The City may deem and treat the person in whose name any Bond shall be
registered upon the books of the City as the absolute Holder of such Bond, whether such
Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,
the principal of and interest on such Bond as they become due, and for all other purposes.
All such payments so made to any such Holder or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
3. In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the City shall execute and deliver Bonds in accordance with the provisions
hereof and of the Loan Agreement. There shall be no charge for any such exchange or
transfer of Bonds, but the City may require payment of a sum sufficient to pay any tax,
fee or other governmental charge required to be paid with respect to such exchange or
transfer. The City shall not be required to transfer or exchange Bonds for a period of
fifteen(15) days next preceding an interest payment date on such Bonds.
4. All Bonds, the principal of and interest on which have been paid, either at or prior
to maturity, shall be delivered to the City when such full payment is made, and shall
thereupon be cancelled. In case a portion but not all of an outstanding Bond shall be
prepaid pursuant to mandatory prepayment provisions, such Bond shall not be
surrendered in exchange for a new Bond, but the City shall make a notation indicating the
remaining outstanding principal of the Bonds upon the registration books. The Bond so
redesignated shall have the remaining principal as provided on such registration books
and shall be deemed to have been issued in the denomination of the outstanding principal
balance,which shall be an authorized denomination.
It is hereby certified and recited that all acts, conditions and things required to happen, to
exist and to be performed precedent to and for the issuance of this Bond have happened, do exist
and have been performed in due time, form and manner as required by the Constitution and the
laws of the State of Florida applicable thereto.
5
IN WITNESS WHEREOF, the City of Dania Beach, Florida has caused this Bond to be
executed in its name by the manual signature of its City Manager and Mayor, and attested by the
manual signature of its Clerk and its corporate seal or a facsimile thereof affixed hereto, all as of
this 27th day of August, 2015.
CITY OF DANIA BEACH, FLORIDA
[SEAL] By:
Robert Baldwin, City Manager
By:
Marco A. Salvino, Sr., Mayor
ATTEST:
By:
Louise Stilson, CMC, City Clerk
6
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bonds in the
books kept by the City for the registration thereof, with full power of substitution in the premises.
Date:
NOTICE: The signature of this
SOCIAL SECURITY NUMBER OR assignment must correspond with the
FEDERAL IDENTIFICATION name as it appears upon the within Bond
NUMBER OF ASSIGNEE in every particulate, or any change
whatever.
[Form of Abbreviations]
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to the applicable laws or
regulations.
TEN COM- as tenants in common
TEN ENT- as tenants by the entireties
JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM
TRANS MIN ACT - Custodian for (Cust.) (Minor)under Uniform
Transfers to Minors Act of (State).
Additional abbreviations may also be used
though not in the above list.
Name and address of assignee for payment and notice purposes
Notice: Payment:
Date:
Assignee:
By:
Title:
7
PAYMENT SCHEDULE
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
10/01/2016 139,507 3.060% 182,211.49 321,718.49 321,718.49
04/01/2017 139,507 3.060% 81,109.37 220,616.37
10/01/2017 139,507 3.060% 78,974.91 218,481.91 439,098.28
04/01/2018 139,507 3.060% 76,840.46 216,347.46
10/01/2018 139,507 3.060% 74,706.00 214,213.00 430,560.46
04/01/2019 139,507 3.060% 72,571.54 212,078.54
10/01/2019 139,507 3.060% 70,437.08 209,944.08 422,022.62
04/01/2020 139,507 3.060% 68,302.63 207,809.63
10/01/2020 139,507 3.060% 66,168.17 205,675.17 413,484.80
04/01/2021 139,507 3.060% 64,033.71 203,540.71
10/01/2021 139,507 3.060% 61,899.26 201,406.26 404,946.97
04/01/2022 139,507 3.060% 59,764.80 199,271.80
10/01/2022 139,507 3.060% 57,630.34 197,137.34 396,409.14
04/01/2023 139,507 3.060% 55,495.88 195,002.88
10/01/2023 139,507 3.060% 53,361.43 192,868.43 387,871.31
04/01/2024 139,507 3.060% 51,226.97 190,733.97
10/01/2024 139,507 3.060% 49,092.51 188,599.51 379,333.48
04/01/2025 139,507 3.060% 46,958.06 186,465.06
10/01/2025 139,507 3.060% 44,823.60 184,330.60 370,795.66
04/01/2026 139,507 3.060% 42,689.14 182,196.14
10/01/2026 139,507 3.060% 40,554.68 180,061.68 362,257.82
04/01/2027 139,507 3.060% 38,420.23 177,927.23
10/01/2027 139,507 3.060% 36,285.77 175,792.77 353,720.00
04/01/2028 139,507 3.060% 34,151.31 173,658.31
10/01/2028 139,507 3.060% 32,016.86 171,523.86 345,182.17
04/01/2029 139,507 3.060% 29,882.40 169,389.40
10/01/2029 139,507 3.060% 27,747.94 167,254.94 336,644.34
04/01/2030 139,507 3.060% 25,613.49 165,120.49
10/01/2030 139,507 3.060% 23,479.03 162,986.03 328,106.52
04/01/2031 139,507 3.060% 21,344.57 160,851.57
10/01/2031 139,507 3.060% 19,210.11 158,717.11 319,568.68
04/01/2032 139,507 3.060% 17,075.66 156,582.66
10/01/2032 139,507 3.060% 14,941.20 154,448.20 311,030.86
04/01/2033 139,507 3.060% 12,806.74 152,313.74
10/01/2033 139,507 3.060% 10,672.29 150,179.29 302,493.03
04/01/2034 139,507 3.060% 8,537.83 148,044.83
10/01/2034 139,507 3.060% 6,403.37 145,910.37 293,955.20
04/01/2035 139,507 3.060% 4,268.91 143,775.91
08/27/2035 139,507 3.060% 1,731.28 141,238.28
10/01/2035 285,014.19
TOTAL 5,440,773 1,763,441.02 7,204,214.02 7,204,214.02
S
EXHIBIT "C"
Form of Escrow Deposit Agreement
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated August 27, 2015, by and among
the FLORIDA MUNICIPAL LOAN COUNCIL (the "Issuer"), the CITY OF DANIA
BEACH, FLORIDA (the 'Borrower') and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association organized under the laws of
the United States of America, as Escrow Agent and its successors and assigns (the
"Escrow Agent").
WITNESSETH:
WHEREAS, the Issuer has previously authorized and issued its Refunded Bonds
(as hereinafter defined), as to which the Total Debt Service (as hereinafter defined)
relating to the herein described escrow arrangement is set forth on Schedule I; and
WHEREAS, the proceeds of the Refunded Bonds were loaned by the Issuer to the
Borrower; and
WHEREAS, the Issuer has determined to provide for payment of the Total Debt
Service by depositing with the Escrow Agent an amount provided by the Borrower that
is at least equal to the Total Debt Service; and
WHEREAS, the execution of this Escrow Deposit Agreement and full
performance of the provisions hereof shall redeem and discharge the Issuer and the
Borrower from their obligations with respect to the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Issuer, the Borrower and the Escrow Agent agree as follows:
SECTION 1. Definitions. As used herein, the following capitalized terms shall
have the following meanings:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) 'Borrower" means the City of Dania Beach, Florida.
9
(c) 'Bonds" means the $5,440,773 City of Dania Beach, Florida General
Obligation Refunding Bonds, Series 2015 issued by the Borrower and funded on August
27, 2015, for the principal purpose of prepaying the principal and interest due under the
Loan Agreement to October 1, 2015, the redemption date of the Refunded Bonds.
(d) "Escrow Account" means the account hereby created and entitled City of
Dania Beach Refunding Escrow Account established with and held by the Escrow Agent
pursuant to this Agreement, in which cash will be held for payment of the Total Debt
Service.
(e) "Escrow Amount" means the amounts deposited into the Escrow Account
pursuant to Section 2 of this Agreement.
(f) "Escrow Agent" means The Bank of New York Mellon Trust Company,
N.A., having its designated corporate trust office in Jacksonville, Florida, and its
successors and assigns.
(g) "Escrow Requirement" with respect to the Refunded Bonds means, as of
any date of calculation, the sum of an amount in cash in the Escrow Account, which will
be sufficient to timely pay the Total Debt Service.
(h) "Indenture" means the Trust Indenture dated as of September 1, 2005, by
and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as
successor trustee.
(i) 'Issuer" means the Florida Municipal Loan Council and its successors and
assigns.
(j) "Loan Agreement" means the Loan Agreement dated as of September 1,
2005 between the Issuer and the Borrower.
(k) "Refunded Bonds' means the portion of the Florida Municipal Loan
Council Revenue Refunding Bonds, Series 2005D, which was loaned to the Borrower
pursuant to the Loan Agreement, and as set forth in Schedule I hereto.
(1) "Total Debt Service" means the sum of the principal and interest due with
respect to the Refunded Bonds as set forth on Schedule I hereto.
SECTION 2. Deposit of Funds. The Issuer hereby deposits $5,649,165.63 with the
Escrow Agent, of which $5,360,000.00 has been derived from transfers from the Borrower
10
derived from the proceeds of the Bonds and $289,165.63 has been derived from transfers from
the Borrower derived from other legally available revenues.
Such funds are hereby deposited with the Escrow Agent for deposit into the Escrow
Account, which funds the Escrow Agent acknowledges receipt of, to be held in irrevocable
escrow by the Escrow Agent separate and apart from other funds of the Escrow Agent and
applied solely as provided in this Agreement. The Issuer represents that such funds have been
derived as set forth above and are at least equal to the Escrow Requirement as of the date of
such deposits.
SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges
receipt of the Escrow Amount described in Section 2 hereof and agrees:
(a) to hold the funds in cash pursuant to this Agreement in irrevocable
escrow during the term of this Agreement for the sole benefit of the holders of the
Refunded Bonds; and
(b) there will be no investment of the Escrow Amount.
SECTION 4. Payment of the Refunded Bonds and Expenses.
(a) Refunded Bonds. Conditioned upon receipt of the Escrow Amount
described in Section 2 hereof, the Issuer hereby agrees irrevocably to cause the
redemption of the Refunded Bonds on October 1, 2015, in accordance with the terms of
the Indenture, and to take all necessary actions in connection therewith.
On October 1, 2015, the Escrow Agent shall disburse immediately available funds
from the Escrow Account to The Bank of New York Mellon Trust Company, N.A., as
paying agent of the Refunded Bonds in amounts sufficient to pay in full the Refunded
Bonds as set forth on Schedule I. The Escrow Agent, in its capacity as Trustee under the
Indenture, is hereby instructed to immediately send the notice of redemption (a form of
which is attached hereto as Exhibit A) as required by the Indenture.
(b) Priority of Payments. The holders of the Refunded Bonds shall have an
express first lien on the Escrow Amount in the Escrow Account until such funds are
used and applied as provided in Subsection 4(a) of this Agreement. If the amounts on
hand in the Escrow Account are insufficient to make the payments due on the Refunded
Bonds, the Borrower hereby agrees to immediately make up any insufficiency by
depositing additional funds from the Borrower into the Escrow Account.
11
(c) Surplus. After making the final payment from the Escrow Account
described in Subsections 4(a) and 4(b) above, the Escrow Agent shall transfer any
remaining funds to the Borrower as directed in writing by the Borrower.
SECTION 5. No Reinvestment. The Escrow Agent shall have no power or duty
to invest any Escrow Amount held under this Agreement or to sell, transfer or
otherwise dispose of or make substitutions of the cash held hereunder.
SECTION 6. No Redemption or Acceleration of Maturity. The Issuer will neither
accelerate the maturity of, nor exercise any option to redeem any of the Refunded
Bonds, except that the Refunded Bonds shall be redeemed on October 1, 2015.
SECTION 7. Responsibilities of Escrow Agent. The Escrow Agent and its
respective successors, assigns, agents and servants shall not be held to any personal
liability whatsoever, in tort, contract, or otherwise, in connection with the execution and
delivery of this Agreement, the establishment of the Escrow Account, the acceptance of
the funds deposited therein, the purchase of investments, if any, the retention of the
investments or the proceeds thereof or for any payment, transfer or other application of
moneys by the Escrow Agent in accordance with the provisions of this Agreement or by
reason of any non-negligent omission or error of the Escrow Agent made in good faith
in the conduct of its duties. The Escrow Agent shall, however, be responsible for its
gross negligence or willful failure to comply with its duties required hereunder, and its
negligent, omissions or errors or willful misconduct hereunder. The duties and
obligations of the Escrow Agent may be determined by the express provisions of this
Agreement. The Escrow Agent may consult with counsel, who may or may not be
counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full
and complete authorization and protection in respect of any action taken, suffered or
omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting any action under this Agreement, such matter may be deemed to
be conclusively established by a certificate signed by an authorized officer of the Issuer.
The Escrow Agent is not responsible or liable for calculations as to or the actual
sufficiency of moneys, and earnings thereon, deposited in the Escrow Account to pay
Total Debt Service hereunder. The Escrow Agent shall not be obligated to expend or
risk its own funds in performance of its obligations hereunder.
The Issuer further agrees to indemnify and save the Escrow Agent harmless, to
the extent allowed by law, against any and all claims, expenses, obligations, liabilities,
losses, damages, injuries (to person, property, or natural resources), penalties, stamp or
other similar taxes, actions, suits, judgments, reasonable costs and expense (including
12
reasonable attorney's fees and expenses) of whatever kind or nature regardless of their
merit, demanded, asserted or claims against the Escrow Agent by reason of its
participation in the transactions contemplated hereby, including without limitation all
reasonable attorneys' and consultants' fees and expenses and court costs which it may
incur in the exercise and performance of its powers and duties hereunder, and which
are not due to its negligence or willful misconduct. Indemnification provided under
this Section 7 shall survive the termination of this Agreement.
SECTION 8. ResigLiation of Escrow Agent. The Escrow Agent may resign and
thereby become discharged from the duties and obligations hereby created, by notice in
writing given to the Issuer, any rating agency then providing a rating or insurer
providing bond insurance on the Refunded Bonds, and the Holders of the Refunded
Bonds not less than 30 days before such resignation shall take effect. Such resignation
shall not take effect until the appointment of a successor Escrow Agent hereunder.
SECTION 9. Removal of Escrow Agent.
(a) The Escrow Agent may be removed at any time by an instrument or
concurrent instruments in writing, executed by the holders of not less than 51% in
aggregate principal amount of the Refunded Bonds then outstanding, such instruments
to be filed with the Issuer and published by the Issuer once in a newspaper of general
circulation in Tallahassee, Florida, and in a daily newspaper or financial journal of
general circulation in the City of New York, New York, not less than 30 days before
such removal is to take effect as stated in said instrument or instruments. A
photographic copy of any instrument filed with the Issuer under the provisions of this
paragraph shall be delivered by the Issuer to the Escrow Agent.
(b) The Escrow Agent may also be removed at any time for any breach of
trust or for acting or proceeding in violation of, or for failing to act or proceed in
accordance with, any provisions of this Agreement with respect to the duties and
obligations of the Escrow Agent by any court of competent jurisdiction upon the
application of the Issuer or the holders of not less than 5% in aggregate principal
amount of the Refunded Bonds then outstanding.
(c) The Escrow Agent may not be removed until a successor Escrow Agent
has been appointed in the manner set forth herein.
SECTION 10. Successor Escrow Agent.
13
(a) If at any time hereafter the Escrow Agent shall resign, be removed, be
dissolved or otherwise become incapable of acting, or shall be taken over by any
governmental official, agency, department or board, the position of Escrow Agent shall
thereupon become vacant. If the position of Escrow Agent shall become vacant for any
of the foregoing reasons or for any other reason, the Issuer shall appoint an Escrow
Agent to fill such vacancy. The Issuer shall either (i) publish notice of any such
appointment made by it once in each week for four successive weeks in a newspaper of
general circulation published in Tallahassee, Florida and in a daily newspaper or
financial journal of general circulation in the City of New York, New York, or (ii) mail a
notice of any such appointment made by it to the Holders of the Refunded Bonds within
30 days after such appointment.
(b) At any time within one year after such vacancy shall have occurred, the
holders of a majority in principal amount of the Refunded Bonds then outstanding, by
an instrument or concurrent instruments in writing, executed by either group of such
bondholders and filed with the governing body of the Issuer, may appoint a successor
Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the
Issuer. Photographic copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the
bondholders. In the case of conflicting appointments made by the bondholders under
this paragraph, the first effective appointment made during the one year period shall
govern.
(c) If no appointment of a successor Escrow Agent shall be made pursuant to
the foregoing provisions of this Section, the holder of any Refunded Bonds then
outstanding, or any retiring Escrow Agent may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow
Agent.
SECTION 11. Payment to Escrow Agent. The Escrow Agent hereby
acknowledges that it has agreed to accept compensation under this Agreement in the
sum of [$500.00], which the Issuer agrees to pay on the date of delivery by the Borrower
of the proceeds of the Note, for services to be performed by the Escrow Agent pursuant
to this Agreement. The Escrow Agent shall under no circumstances have any right to
seek payment of its fees or expenses from the Escrow Account.
SECTION 12. Term. This Agreement shall commence upon its execution and
delivery and shall terminate when the Escrow Amount has been disbursed in
accordance with this Agreement.
14
SECTION 13. Severability. If any one or more of the covenants or agreements
provided in this Agreement on the part of the Issuer or the Escrow Agent to be
performed should be determined by a court of competent jurisdiction to be contrary to
law, notice of such event shall be sent to Standard and Poor's, but such covenant or
agreements herein contained shall be null and void and shall in no way affect the
validity of the remaining provisions of this Agreement.
SECTION 14. Amendments to this Agreement. This Agreement is made for the
benefit of the Issuer and the holders from time to time of the Refunded Bonds and it
shall not be repealed, revoked, altered or amended in whole or in part without the
written consent of all affected holders, the Escrow Agent and the Issuer; provided,
however, that the Issuer, the Borrower and the Escrow Agent may, without the consent
of, or notice to, such holders, enter into such agreements supplemental to this
Agreement as shall not adversely affect the rights of such holders and as shall not be
inconsistent with the terms and provisions of this Agreement, for any one or more of
the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Agent, for the benefit of the
holders of the Refunded Bonds any additional rights, remedies, powers or authority
that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent;
and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall, at its option, be entitled to rely exclusively upon an
opinion of nationally recognized attorneys on the subject of municipal bonds acceptable
to the Issuer with respect to compliance with this Section, including the extent, if any, to
which any change, modification, addition or elimination affects the rights of the holders
of the Refunded Bonds or that any instrument executed hereunder complies with the
conditions and provisions of this Section.
SECTION 15. Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and
shall constitute and be but one and the same instrument.
SECTION 16. Governing Law. This Agreement shall be construed under the i
laws of the State of Florida.
15
[Remainder of page intentionally left blank]
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their corporate seals to be hereunto
affixed and attested as of the date first above written.
FLORIDA MUNICIPAL LOAN COUNCIL
(SEAL)
By:
Isaac Salver, Chairman
ATTEST:
By:
Michael Sittig, Executive Director
S-1
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]
ESCROW DEPOSIT AGREEMENT
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:
Janalee R. Scott
Vice President
S-2
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]
ESCROW DEPOSIT AGREEMENT
CITY OF DANIA BEACH,
FLORIDA
(SEAL)
By:
Name:Marco Salvino, Sr.
Title: Mayor
ATTESTED BY:
By:
Name: Louise Stilson
Title: City Clerk
Approved as to form and correctness
this 27th day of August, 2015.
By:
Name:Tom Ansbro
Title: City Attorney
S-3
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]
SCHEDULE I
TOTAL DEBT SERVICE OF REFUNDED BONDS
Debt Service Requirements
Payment Principal Principal
Date Interest Matured Redeemed Total
10/01/2015 $124,165.63 $165,000.00 $5,360,000.00 $5,649,165.63
SCHEDULE OF INVESTMENT
Deposit of $5,649,165.63 made August 27, 2015, to be held uninvested in cash
until the redemption date of October 1, 2015, which deposit provides for principal in the
amount of$5,525,000.00 and accrued interest in the amount of$124,165.63.
S-4
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]
EXHIBIT A
FORM OF NOTICE OF REDEMPTION
NOTICE OF OPTIONAL REDEMPTION
FLORIDA MUNICIPAL LOAN COUNCIL
REVENUE REFUNDING BONDS, SERIES 2005D
NOTICE IS HEREBY GIVEN on behalf of the Florida Municipal Loan Council
(the "Council") that a portion of the Council's outstanding Revenue Refunding Bonds,
Series 2005D (the "Bonds"), maturing on October 1, 2017 through and including 2020,
2025, 2030 and 2035, in the aggregate principal amount of $5,360,000 (the "Redeemed
Bonds"), have been called for optional redemption, at 100% of the principal amount
thereof (the "Redemption Price"). Interest on the Redeemed Bonds accruing to or prior
to the redemption date of October 1, 2015 (the "Redemption Date"), will be paid in the
usual manner. Interest on the Redeemed Bonds will cease to accrue from and after said
Redemption Date.
The Redeemed Bonds to be redeemed are as follows:
Principal Redeemed
Maturity Amounts Original Principal
Dates Outstanding Interest Rates CUSIP # Amounts New CUSIP #
10/01/2017 $870,000 4.00% 34282CAX9 $345,000
10/01/2018 460,000 4.00 34282CAY7 185,000
10/01/2019 485,000 4.00 34282CAZ4 190,000
10/01/2020 505,000 4.00 34282CBA8 200,000
10/01/2025 2,880,000 5.00 34282CBB6 1,150,000
10/01/2030 2,500,000 4.50 342815UP0 1,460,000
10/01/2035 3,130,000 4.50 342815UU9 1,830,000
On October 1, 2015, there shall become due and payable the above mentioned
Redemption Price upon presentation and surrender of such Redeemed Bonds the
following address:
The Bank of New York Mellon
Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256
Attn: Administration
S-5
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]
Redeemed Bonds held in book-entry form need not be presented. However,
Bondholders presenting their bonds in person for same day payment must surrender
their bond(s)by 1:00 P.M. on the Redemption Date and a check will be available for pick
up after 2:00 P.M. Checks not picked up by 4:30 P.M. will be mailed out to the
bondholder via first class mail. If payment of the Redemption Price is to be made to the
registered owner of the Redeemed Bond, you are not required to endorse the Redeemed
Bond to collect the Redemption Price.
The Bonds maturing October 1, 2017 through and including 2020, 2025, 2030 and
2035, with principal payments due each October 1st and semiannual interest payments
due on April 1st and October 1st until the maturity date of the Bonds, which have not
been redeemed shall remain outstanding, and the CUSIP numbers applicable to such
Bonds have changed. The remaining Bonds which have not been redeemed shall
remain outstanding and are set forth below:
Principal Non-Redeemed
Amounts Interest Original Bonds Principal New
Maturity Dates Outstanding Rates CUSIP# Amount CUSIP #
10/01/2017 $870,000 4.00% 34282CAX9 $525,000
10/01/2018 460,000 4.00 34282CAY7 275,000
10/01/2019 485,000 4.00 34282CAZ4 295,000
10/01/2020 505,000 4.00 34282CBA8 305,000
10/01/2025 2,880,000 5.00 34282CBB6 1,730,000
10/01/2030 2,500,000 4.50 342815UPO 1,040,000
10/01/2035 3,130,000 4.50 342815UU9 1,300,000
DATED this day of August, 2015.
FLORIDA MUNICIPAL LOAN COUNCIL
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Escrow Agent
IMPORTANT TAX INFORMATION
EXISTING FEDERAL INCOME TAX LAW MAY REQUIRE THE WITHHOLDING
OF 28% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR (SECURITIES)
FOR PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER
IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF
PERJURY. HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50.00 FOR
S-6
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]
FAILURE TO PROVIDE SUCH NUMBER. CERTIFICATION MAY BE MADE TO
THE PAYING AGENT ON A SUBSTITUTE FORM W-9.
* The CUSIP number has been assigned to this issue by Standard and Poor's
Corporation and is included solely for the convenience of the Bondholders. Neither the
Issuer nor the Paying Agent shall be responsible for the selection or use of the CUSIP
number, nor is any representation made as to its correctness on the securities or as
indicated in any redemption notice.
S-7
[Signature page to the City of Dania Beach, Florida Escrow Deposit Agreement]