HomeMy WebLinkAboutR-2016-035 BB&T Award for GO Refunding Bonds Series 2016 RESOLUTION NO. 2016-035
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$2,900,000.00 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF DANIA
BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES
2016, TO REFUND OUTSTANDING BONDS OF THE CITY DESCRIBED IN
THIS RESOLUTION AND PAY COSTS OF ISSUANCE; APPROVING
BRANCH BANKING AND TRUST COMPANY AS THE MOST
RESPONSIVE AND RESPONSIBLE RESPONDER TO THE CITY'S
REQUEST FOR PROPOSALS FOR REFUNDING THE OUTSTANDING
BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO
BRANCH BANKING AND TRUST COMPANY; APPROVING THE FORM
AND EXECUTION OF A LOAN AGREEMENT; 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, a bond referendum to decide whether the
City should be authorized to issue not exceeding $3,500,000 in principal amount of general
obligation bonds for the purpose of constructing and equipping a downtown library with parking
structure; 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 April 27, 2010, the Commission adopted Resolution No. 2010-066
authorizing the issuance of its $3,500,000 General Obligation Bonds, Series 2010 (the "Refunded
Bonds"), for the purpose of financing a portion of a parking garage and an entry road with
associated infrastructure related to a downtown library facility, and certain costs associated with
the design and engineering of the library facility(the "Project"); and
WHEREAS, on May 4, 2010,the City issued the Refunded Bonds; and
WHEREAS, the Commission desires to authorize the issuance of not exceeding
$2,900,000 general obligation refunding bonds (the "Bonds") for the purpose of refunding 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 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
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 10.7% 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
2 RESOLUTION#2016-035
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 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 Bonds are issued at a lower net average interest cost rate
than the Refunded Bonds; and
WHEREAS, on February 9, 2016, the City issued RFP No, 16-003 to solicit competitive
proposals for a bank loan to refund the Refunded Bonds; and
WHEREAS, on February 23, 2016, proposals were received from two banks reflecting
loan financing proposals as follows:
• Branch Banking and Trust Company
• 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-Branch Banking and Trust Company(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
3 RESOLUTION#2016-035
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 $2,900,000.00, for the purpose of refunding the Refunded Bonds
and paying costs of issuance of the Bonds. The Bonds shall be designated "City of Dania Beach,
Florida General Obligation Refunding Bonds, Series 2016". 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 Branch Banking and Trust Company 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 Deputy City
Manager, are hereby authorized to execute and deliver the Loan Agreement on behalf of the City,
and the City Clerk, or in her absence, an Assistant 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 appropriate City officials, including but not limited to the City
Manager, Deputy City Manager, Mayor, Vice Mayor, City Clerk, Assistant City Clerk, Finance
4 RESOLUTION#2016-035
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 6. That costs incurred to obtain and implement this loan refinancing will be
paid from proceeds of the Bonds.
Section 7. 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
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 8. 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 9. That all resolutions or part of resolutions in conflict with any of the
provisions of this Resolution are repealed.
Section 10. That this Resolution shall become effective immediately upon its passage
and adoption.
PASSED AND ADOPTED on April 12, 2016.
ATTEST: ptaNWIS
LOUISE STILSON, CMC CO A. SALVINO, SR.
CITY CLERK YOR
�y
A1fD 19�`
APPROVED AS T; O AND CORRECTNESS:
THOMA J. SBR
CITY ATT EY
5 RESOLUTION#2016-035
EXHIBIT "A"
Bank's Proposal Letter
EXHIBIT "B"
Form of Loan Agreement
/ 1
1 1 �
Branch Banking and Trust Company
Governmental Finance
1201 Main Street 7th Floor
Suite 700
February 19,2016 Columbia,SC 29201
Office(803)251-1328
Fax(803)251-1329
Ms.Nicki Satterfield
Director of Finance
City of Dania Beach
100 W. Dania Beach Blvd
Dania Beach,FL 33004
Dear Ms. Satterfield:
Branch Banking and Trust Company (`BB&T") is pleased to offer this proposal for the financing
requested by the City of Dania Beach,FL("City").
(1) Projects: General Obligation Refunding Note, Series 2016
(2) Amount to be financed: $2,900,000
(3) Interest Rates,Financing Terms and Corresponding Payments:
Final Maturity BQ Rate
October 15,2025 2.28%
As requested,principal payments shall be due annually each October 15, commencing October 15,
2016. Interest payments shall be due semiannually,each April 15 and October 15,commencing April 15,
2016. Interest on the principal balance of the Note shall accrue based on a 30/360 day count basis. BB&T
must approve the final amortization schedule.
The interest rate stated above is valid for a closing not later than 45 days after today. Closing of the
financing is contingent upon completing documentation acceptable to BB&T and its counsel.
BB&T's legal review expenses and underwriting fees for this financing transaction shall be$5,000.00.
All applicable taxes,permits,costs of counsel for the City and any other costs shall be the City's responsibility
and separately payable by the City.
The City shall have the option to prepay the Note in whole on a scheduled payment date without a
prepayment penalty.
The financing documents shall include provisions that will outline appropriate changes to be
implemented in the event that this transaction is determined to be taxable or non bank qualified in accordance
with Florida State Statutes or the Internal Revenue Service code.These provisions must be acceptable to
BB&T. In addition,any amount due hereunder not paid when due shall bear interest at a default rate equal to
the interest rate on the Series 2016 Note plus 2%per annum from and after five(5)days after the date due.
The stated interest rate above assumes that the City expects to borrow $10,000,000 or less in the
calendar year 20I6 and that the financing shall comply with the applicable IRS Code Sections 141, 148,
149(e), 265(b)(3). BB&T reserves the right to terminate its interest in this bid or to negotiate a mutually
acceptable rate if the financing is not a qualified tax-exempt financing.
(4) Financing Documents:
It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the
financing documents according to Florida State statutes. BB&T shall also require the City to provide an
unqualified bond counsel opinion. BB&T and its counsel reserve the right to review and approve all
documentation before closing.
(5) Security:
The Note shall be secured by a covenant to budget and appropriate from legally available Non-Ad
Valorem Revenues of the City in amounts sufficient to repay the principal and interest of the loan when due.
BB&T appreciates the opportunity to make this financing proposal and requests to be notified within
ten days of this proposal should BB&T be the successful proposer.
BB&T shall have the right to cancel this offer by notifying the City of its election to do so(whether or
not this offer has previously been accepted by the City) if at any time prior to the closing there is a material
adverse change in the City's financial condition, if we discover adverse circumstances of which we are
currently unaware, if we are unable to agree on acceptable documentation with the City or if there is a change
in law(or proposed change in law)that changes the economic effect of this financing to BB&T.
Please call me at(803)251-1328 with your questions and comments. We look forward to hearing from
you.
Sincerely,
BRANCH BANKING AND TRUST COMPANY
J
Andrew G. Smith
Sr.Vice President
City of Dania Beach,Florida
General Obligation Refunding Note Series 2916
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. 1 E-00
2. This sworn statement is submitted by: _FFk T- lhovetrAeA&I F-Ait&—
(Name of entity submitting sworn statement)
its business address is: 20 1 A00A Sf.
too/
Federal Identification Number EIN is:
(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: W1 I IiA M 9'.� /✓al
(print name of individual signing this document)
and my relationship to the entity is: 6 C,^ lif '
(President,Gefieral Partner,etc.as applicable)
4. 1 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 jury trial, or entry of a plea of
guilty or nolo 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
15
City of Dania Beach,Florida
General Obligation Refunding Note Series 2016
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)To ,,y Know le dye:
t✓B D
a) 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)
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
Administrative 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)
16
City of Dania Beach,Florida
General Obligation Refunding Note,Series 2016
- —
Signature(of person w ose Printed Name Date
first appears above)
lVar-A(-.C'ard M'L
STATE OFBi )
COUNTY OF
Sworn to and subscribed before me on ir�6Lt2 / ,2016,by W;14izm t3.DaS.(vg ,who
(check one)[44s'personally known to me or[]has produced as identification.
�14t1f11lq��e
00.� coMST0"f -
Notary 9 blic
rn
�UBOG
C a-r S a
VC,ti �,��� PRINT ame of Notary Public
'•..�URG COv
My commission expires: 6,
17
City of Dania Beach,Florida
General Obligation Refunding Note.Series 2016
EXHIBIT"TWO"
NON-COLLUSION AFFIDAVIT
CITY PROJECT NAME: BANK LOAN$2,900,000(Not-to-Exceed)
GENERAL OBLIGATION REFUNDING NOTE,SERIES
2016(2010)
CITY BID NO.: 16-003
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.
6U T— 60vernkgA-1 -Fi AaIt
Name of Respondent
Signature
PRINT PRINT Name
6a., K;Pty 6 hCel-
Title
Febf"&P4 I a¢�' ,2016
Date
STATE OF A hylo— )
COUNTY OF I (o )
Sworn to and subscribed before me on R4. M , 2016, byWilham B- �aS'dwk who is
perso 40691H/
t�0 r TO,�•'•
_sue rIORgR� s
2 /a,""
n A J Nb PuOlic
�eLae
PRINT Nanle of Notary Public
My commission expires: (o- - D-4)6,
18
City of Dania Beach,Florida
(,gneral Obligation Refunding Note Series 2016
AI IA EXHIBIT"THREE"
-0/A,/- �11,�W� INSURANCE AGENT STATEMENT
I have reviewed the insurance requirements in the RFP Documents with the Bidder or Respondent, whose
name is ,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 $ and claims made
Signature of Insurance Agent
PRINT Name of Insurance Agent
STATE OF FLORIDA )
COUNTY OF )
This Insurance Agent Statement was acknowledged before me on 2016, by
as on behalf of
, who is personally known to me or who has produced
as identification.
Notary Public
Print Name:
My Commission Expires:
*NOTE.(This Insurance Agent Statement Farm must be completed and executed by the Respondent's
Insurance Agent. The original of this Insurance Agent Statement Form and copies of the
"Preliminary"Certificate of Insurance must be included in the Firm's submittal of its response to the
City.
The City shall receive an "Original" Certificate of Insurance as a result of the submitted Insurance
Agent Statement BEFORE the awarded Agreement is signed between the successful Respondent and
the City.
19
City of Dania Beach,Florida
General Oblieatlon Refunding Note.Series 2016
EXHIBIT"FOUR"
REQUEST FOR PROPOSAL
CITY OF DANIA BEACH
$2,900,000(Not-to-Exceed)GENERAL OBLIGATION REFUNDING NOTE,SERIES 2016(2010)
—BANK QUALIFIED
i. Name&Address of Proposer: 13 BST G+ odern+ae t k I Fknce"
1101 AAfiq 5 .
V" F1oor
Cow iag SG zgZo
2. Contact Person of Proposer: AAA[W 6+ , ! +M
Title: or Vic,- FrCS i Az v
Phone M $b3- ZS 1- 13 2-6r
E-Mail: A 6 S M i kk Ca bkAA .c r^
3. Expenses to be paid by City(specify a not to exceed amount for each category):
Bank Counsel Fee: 41 Si 000
Bank Counsel Expenses: 10
4. A. Interest Rate: Callable any time on or after October 15,2020 at Par:
Formula:
5e-e- Interest Rate(s)Held Until:
PPOPe?5a.` B. Interest Rate: Callable any time without penalty:
Formula:
Interest Rate(s)Held Until:
C. Interest Rate: Non-Callable:
Formula:
Interest Rate(s)Held Until:
The City is looking for a fixed interest rate to be held until the closing date on .I it 14,2016 without
entering into any rate lock agreement.
List 3 regent similar financings including a reference for each:
-it Of Wei-fool, Floriclo. - pavroA Idler- -- A%i5-taJ Gfy.ow er / CFO
C;}Y aF Ocoee, FtoN A — So3ce. Tolbert- — .rLl+o.si..g Age.t
C11; if Wo,�Ll„v,la. Flori ,— T&meS UrJlm K — F+na eV irea+dr
T
Signature of Proposer :2z/ �1 Date: 014
20
LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement") is made and entered into as of April 14,
2016, and is by and between the City of Dania Beach, Florida, a Florida municipal corporation,
and its successors and assigns (the "City"), and Branch Banking and Trust Company, 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, a bond referendum to decide whether the
City should be authorized to issue not exceeding $3,500,000 in principal amount of general
obligation bonds for the purpose of constructing and equipping a downtown library with parking
structure; 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 April 27, 2010, the Commission adopted Resolution No. 2010-066
authorizing the issuance of its $3,500,000 General Obligation Bonds, Series 2010 (the
"Refunded Bonds"), for the purpose of financing a portion of a parking garage and an entry road
with associated infrastructure related to a downtown library facility, and certain costs associated
with the design and engineering of the library facility(the"Project"); and
WHEREAS, on May 4, 2010, the City issued the Refunded Bonds; and
WHEREAS, on April 12, 2016, the Commission adopted Resolution No. 2016-035 (the
"Bond Resolution"), approving a loan from the Bank in the principal amount not to exceed
$2,900,000 for the purpose of refunding the Refunded Bonds: and
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 Refunded Bonds and pay costs of issuance of the Bonds; and
WHEREAS, the obligation of the City to repay such Loan shall be evidenced by the
delivery of its $2,820,000 General Obligation Refunding Bonds, Series 2016 (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.
1
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 15 and October 15, commencing October 15,
2016, with a final payment due at maturity of the Bonds on October 15, 2025.
"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.
"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.
"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.
2
"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 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,
partnerships and public bodies.
"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.
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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, the Bond Resolution and this Agreement on its part to be performed and observed.
The City may lawfully issue the Bonds in order to refund the Refunded Bonds.
Section 2.2 Authorization of Bonds. 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
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 this 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 this Agreement, and are entitled to the benefits and security of the Bond
Resolution and this Agreement. All approvals, consents, waivers 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,
waivers 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 parry 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
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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:
(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 five (5) days after it acquires
knowledge thereof, notify the Holder 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 Holder 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 Holder 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 Holder 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.
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(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 payable 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 Holder. So
long as the Bonds shall remain unpaid, the City will keep books for the registration and transfer
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 Holder 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 herein and 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 amount due hereunder not paid when due
shall bear interest at a default rate equal to the interest rate on the Bonds plus 2% per annum
from and after five (5) days after the date due.
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.
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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 Holder 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 Holder.
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
the 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.
Section 3.6 Prepayment. 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 on any Bond Payment Date without a prepayment penalty.
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 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 Agreement, or
implied therefrom, are waived and released as a condition of, and as a consideration for, the
execution of this Agreement and the issuance of the Bonds on the part of the City.
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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 Bond or
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 Holder 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 during calendar year 2016 does not exceed $10,000,000. The City hereby designates the
Bonds as "qualified tax-exempt obligations" 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 "qualified tax-exempt obligations."
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 Holder 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
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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.
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;
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(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 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;
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(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, (D) the Bonds are
exempt from registration under the Securities Act of 1933, as amended, and (E)the Bond
Resolution is exempt from qualification as an indenture under the Trust Indenture Act of
1939, as amended;
(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;
(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
$2,820,000_ to be evidenced by the Bonds, to provide funds to refund 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.
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Section 5.2 Description and Payment Terms of the Bonds. To evidence the Loan,
the City hereby authorizes the issuance of, and agrees to issue and deliver to the Bank, the Bonds
in the form attached hereto as Exhibit "A". The payment and other terms of the Bonds shall be
as set forth herein and in the Bonds.
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 2016 Bond Fund" (the "Bond
Fund"). The City shall deposit the Ad Valorem Revenues into the Bond Fund upon receipt by
the City. 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. Pending their use,
amounts in the Bond Fund may be invested as provided in Section 3.1(i) hereof, maturing not
later than the date or dates on which such amounts will be needed for the purposes of this
Agreement, as determined by the City. Subject to Section 6.4 hereof, any income received upon
such investment shall be deposited into the Bond Fund and applied to pay principal of and
interest on the Bonds.
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 2016 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 Holder that it will comply with the Rebate Covenants. The Rebate Fund, together with all
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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) payment of the costs of issuance of
the Bonds. Simultaneously with the issuance of the Bonds, $2,794,656.06 of the proceeds of the
Bonds will be used by the City, together with other available funds of the City, to pay the
principal of and interest on the Refunded Bonds.
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 Holder
with a printed copy of its Annual Financial Statement. The City shall also provide to the Holder,
within sixty (60) days of its adoption, its current year operating budget, and, upon request, any
other financial information reasonably requested by such Holder.
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 Holder; 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)
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
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(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,
the Bond Resolution 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.
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
DEFEASANCE
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.
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(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 Holder of the Bonds (at its address as it appears 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 Holder
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 Holder of such Bonds at its address as it appears 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.
(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
15
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
Holder 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 Holder'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
Holder and the City. The City agrees to pay all of the Holder'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.
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 are 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
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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: Branch Banking and Trust Company
5130 Parkway Plaza Boulevard
Building No. 9
Charlotte,North Carolina 28217
Attention: Governmental Finance
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 Holder.
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.
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.
17
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]
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of
the date of first set forth above.
CITY OF DANIA BEACH,FLORIDA
[SEAL] By:
Robert Baldwin, City Manager
By:
Marco Salvino, Sr., Mayor
ATTEST:
By:
Louise Stilson, CMC, City Clerk
Approved as to form and correctness:
By:
Thomas J. Ansbro
City Attorney
BRANCH BANKING AND TRUST COMPANY
By:
Andrew G. Smith
Senior Vice President
19
EXHIBIT "A"
No. R-1 $2,820,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DANIA BEACH
GENERAL OBLIGATION REFUNDING BOND, SERIES 2016
Interest Rate Maturi , Date Dated Date
2.28% October 15, 2025 April 14, 2016
Holder: Branch Banking and Trust Company
Principal Amount: Two Million Eight Hundred Twenty Thousand Dollars ($2,820,000)
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 in accordance with the payment schedule attached hereto plus interest at the Interest Rate
specified herein, subject to adjustment as described herein. Subject to the rights of prior
prepayment described in this Bond, this Bond 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 amount due hereunder not paid when due shall bear interest at a default rate equal to the
interest rate on this Bond plus 2%per annum from and after five (5)days after the date due.
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. 2016-_duly adopted by the City Commission on April 12, 2016 (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 the City's $3,500,000 General
Obligation Bonds, Series 2010, and paying costs of issuance of the Bonds.
The principal on this Bond shall be due and payable on October 15 of each year, with a
final payment due at maturity on October 15, 2025, beginning October 15, 2016, through and
including October 15, 2025 (the "Maturity Date"), in the amounts set forth on the payment
schedule attached hereto.
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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 April 15 and October 15 of each year (each, a "Bond Payment
Date"), beginning on October 15, 2016 until the principal of this Bond is paid in full. 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 stun due.
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.
Adjustment of Interest Rate For Full Taxability. Upon the occurrence of a Determination
of Taxability, the rate of interest on the Bonds shall be adjusted upward to 3.37%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 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
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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.
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 on any Bond Payment Date without a prepayment penalty.
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 this Bond, the custody and application of the proceeds
of this Bond, the rights and remedies of the Holder of this Bond, and the extent of and limitations
on the City's rights, duties and obligations, to all of which provisions the Holder hereof for itself
and its 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 this Bond shall be liable personally on this Bond 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:
1. The City shall keep books for the registration of this Bond and for the
registration of transfers of this Bond as provided in the Loan Agreement. This Bond 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,
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of this Bond in form satisfactory to the City and with guaranty of signatures satisfactory
to the 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. This Bond 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 this 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 this 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 its 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 this Bond or transferring
this Bond 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 this Bond for
a period of fifteen(15)days next preceding an interest payment date on this Bond.
4. This Bond, 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 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.
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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 14th day of April, 2016.
CITY OF DANIA BEACH,FLORIDA
[SEAL] By:
City Manager
By:
Mayor
ATTEST:
By:
City Clerk
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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:
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PAYMENT SCHEDULE
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
10/15/2016 150,000 2.280% 32,326.60 182,326.60 182,326.60
04/15/2017 30,438.00 30,438.00
10/15/2017 210,000 2.280% 30,438.00 240,438.00 270,876.00
04/15,12018 28,044.00 28,044.00
10/15/2018 210,000 2.280% 28,044.00 238,044.00 266,088.00
04/15/2019 25,650.00 25,650.00
10/15/2019 220,000 2.280% 25,650.00 245,650.00 271,300.00
04/15/2020 23,142.00 23,142.00
10/15/2020 220,000 2.280% 23,142.00 243,142.00 266,284.00
04/15/2021 20,634.00 20,634.00
10/15/2021 230,000 2.280% 20,634.00 250,634.00 271,268.00
04/15/2022 18,012.00 18,012.00
10/15/2022 230,000 2.280% 18,012.00 248,012.00 266,024.00
04/15/2023 15,390.00 15,390.00
10/15/2023 240,000 2.280% 15,390.00 255,390.00 270,780.00
04/15/2024 12,654.00 12,654.00
10/15/2024 245,000 2.280% 12,654.00 257,654.00 270,308.00
04/15/2025 9,861.00 9,861.00
10/15/2025 865,000 2.280% 9,861.00 874,861.00 884,722.00
2,820,000 399,976.60 3,219,976.60 3,219,976.60
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