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HomeMy WebLinkAboutR-2022-095 Issuance of Capital Improvement Non-Ad Valorem Revenue Note, Series 2022B Not to Exceed $1.5M to Finance Removal-Replacement of Existing Solar Light Fixtures and EquipmentRESOLUTION NO.2022-095 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF CAPITAL IMPROVEMENT NON -AD VALOREM REVENUE NOTE, SERIES 2022B OF THE CITY OF DANIA BEACH, FLORIDA IN AN AMOUNT NOT TO EXCEED $1,500,000 FOR THE PURPOSE OF FINANCING THE COST OF REMOVAL AND REPLACEMENT OF APPROXIMATELY 400 EXISTING SOLAR LIGHT FIXTURES AND EQUIPMENT; AND PROVIDING FOR THE PAYMENT OF THE COST OF ISSUANCE OF THE NOTE; APPROVING "SIGNATURE PUBLIC FUNDING CORP.", AS THE MOST RESPONSIVE RESPONDER TO THE CITY'S REQUEST FOR PROPOSALS FOR FINANCING THE PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH "SIGNATURE PUBLIC FUNDING CORP."; AWARDING THE SALE OF THE NOTE TO "SIGNATURE PUBLIC FUNDING CORP."; PROVIDING FOR SECURITY FOR THE NOTE; PROVIDING FOR CONFLICTS; SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Dania Beach, Florida ("City"), a municipal corporation, is duly created and existing pursuant to the Florida Constitution and by virtue of the laws of the State of Florida ("State"); and WHEREAS, the City Commission of the City (the "City Commission"), on May 24, 2022, enacted Ordinance No. 2022-022 (the "Expenditure Ordinance") authorizing the expenditure of funds for the purpose of funding the removal and replacement of approximately 400 existing solar light fixtures and equipment (the "Project"); and WHEREAS, the City Commission desires to authorize the issuance of not exceeding $1,500,000 Capital Improvement Non -Ad Valorem Revenue Note, Series 2022B (the "Note") for the purpose of financing the costs of the Project and paying the costs of issuance of the Note: and WHEREAS, on April 26, 2022, the City issued its Request for Proposals City Bid No. 22-018 ("RFP") for a loan in an amount not to exceed $1,500,000 for the purpose of financing the Project; and WHEREAS, the City Commission desires that the Note be secured by a covenant to budget and appropriate from legally available non -ad valorem revenues of the City; and WHEREAS, on May 17, 2022, pursuant to the RFP loan proposals were received from Lenders as follows: 0 Truist Bank • Bank Funding LLC • Signature Public Funding Corp. • Key Government Finance, Inc. • Synovus Bank; and WHEREAS, the City's financial advisor, Dunlap & Associates, Inc. and Chief Financial Officer recommend that the City Commission approve the award of the note and the financing proposal bid to the most responsive bidder "Signature Public Funding Corp." (the "Lender"); and WHEREAS, the City Commission hereby determines it to be in the best interests of the City to proceed with a negotiated sale of the Note in accordance with the provisions of §218.385, Florida Statutes and to accept the proposal of the Lender (the "Proposal"), which is attached to and incorporated by reference into this Resolution as Exhibit "A", to purchase the Note in accordance with the additional findings set forth in this Resolution; and WHEREAS, the City Commission desires to set forth the details of the Note and the other provisions of the financing in a Loan Agreement with the Lender (the "Loan Agreement"), which is attached and incorporated by reference into this Resolution, in substantially final form, as Exhibit "B"; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, THAT: Section 1. Incorporation. That the foregoing findings are incorporated by reference and made a part of this Resolution. Section 2. Authority. In accordance with the provisions of the Charter of the City, the Code of Ordinances of the City, and Chapter 166, Florida Statutes, there is hereby authorized to be issued a Note of the City, in an aggregate principal amount not to exceed $1,500,000, for the purpose of financing all or a portion of the costs of the Project and paying the cost of issuance of the Note. The Note shall be designated "City of Dania Beach, Florida Capital Improvement Non -Ad Valorem Revenue Note, Series 202213". The details of the Note and the other provisions of the financing shall be set forth in the Loan Agreement attached to this Resolution as Exhibit `B". Section 3. Approval of Loan Agreement. The City Commission hereby approves the Loan Agreement by and between the City and the Lender, in substantially the form presented 2 RESOLUTION #2022-095 at this meeting and attached to this Resolution as Exhibit `B". The City Manager is hereby authorized to execute, the Mayor is hereby authorized to countersign and deliver the Loan Agreement on behalf of the City and the City Clerk is 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 the City Manager, 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 4. Authority of Officers. The appropriate City Officials, including but not limited to the City Manager, Mayor, City Clerk, Finance Director and City Attorney, are authorized and directed to execute to do all other things necessary to accomplish the issuance and sale of the Note. The City Clerk is hereby authorized to attest the City Manager's and Mayor's signature. All action taken to date by the officers of the City in furtherance of the issuance of the Note and the obtaining of the Proposal is hereby approved, confirmed and ratified. Section 5. Pledge of Security. In order to secure the payment of the Note, the City Commission authorizes a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues of the City (as defined in the Loan Agreement), as set forth in the Loan Agreement attached in substantially final form to this Resolution as Exhibit `B". Section 6. Negotiated Sale of the Note. Based upon the uncertainty of the interest rate environment if sale of the Note is delayed, the City determines the necessity for a negotiated sale of the Note. Prior to the final delivery of the Note to the Lender, the City will require that it be provided all applicable disclosure information required by Section 218.385, Florida Statutes. The negotiated sale of the Note to the Lender is approved at a purchase price of par. Section 7. Repeal of Resolutions in Conflict. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 8. Severability Clause. If any phrase, clause, sentence, paragraph or section of this Resolution shall be declared invalid or unconstitutional by the judgment or decree of a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Resolution. Section 9: Effective Date. That this Resolution shall become effective immediately upon its passage and adoption. 3 RESOLUTION #2022-095 PASSED AND ADOPTED on June 14, 2022. ATTEST: APPROVED AS TO FORM AND CORRECTNESS: BOUTSIS TTORNEY RESOLUTION #2022-095 EXHIBIT "A" PROPOSAL OF LENDER RESOLUTION #2022-095 PROPOSAL AND TERMS SHEET Capital Improvement Non Ad Valorem Note, Series 2022B By and Between Signature Public Funding Corp., and City of Dania Beach, Florida SIGNATURE PUBLIC FUNDING 45!! 1 ! 11 Signature Public Funding Corp., a wholly -owned subsidiary of Signature Bank Signature Public Funding Corp. Dennis McDermott, Executive Sales Officer 600 Washington Avenue, Suite 305 Towson, Maryland 21204 (470) 597-9280 dmcdermottgsignatureny.com May 16, 2022 City of Dania Beach, Florida SIGNATURE PUBLIC FUNDING RE: Capital Improvement Non Ad Valorem Note, Series 2022B Signature Public Funding Corp. is pleased to present a proposal for purchase of the Capital Improvement Non Ad Valorem Note, Series 2022B (the "Bonds"). The terms and conditions of our proposal are outlined in the attached Proposal &Terms Sheet. If you have questions about the proposal please contact me for clarification or follow-up. Yours truly, Dennis M. McDermott Executive Sales Officer -2- PROPOSAL & TERMS SHEET City of Dania Beach, Florida ISSUER: City of Dania Beach, Florida, ("Issuer"), which shall be political subdivision or body corporate and politic of the State of Florida and qualify as a political subdivision within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code"). PURCHASER: Signature Public Funding Corp., a wholly -owned subsidiary of Signature Bank ("Purchaser"), or its Assignee. USE OF PROCEEDS: The proceeds will be used to finance various capital improvements and equipment and to pay the cost of issuance. TYPE OF FINANCING: Covenant to budget and appropriate. INTEREST RATE: 3.133% The Term Sheet assumes a closing no later than June 30, 2022. If funding does not take place by June 14, 2022, then the Interest Rate may be adjusted based changes in average life Swap Rate in effect on any of the three (3) days prior to the actual closing date. Once set, the Initial Interest Rate will remain fixed through the maturity date of the Bonds. SECURITY: The Bonds will be secured by a covenant to budget and appropriate from all Non -Ad Valorem Revenues of the Issuer. FINAL MATURITY DATE: October 15, 2032 REPAYMENT: A principal amortization table can be found attached hereto as Annex A. Any changes to the final principal schedule will be determined in a manner that does not materially alter the weighted average life of the principal recovery as reflected in the principal schedule of the Request for Proposal. If any amounts due and owing with respect to the Bonds (including principal, interest, or other amounts) are not paid within thirty (30) days of the regularly scheduled due date, then such amounts will accrue and be subject to additional interest at the Taxable Interest Rate as defined below. The Taxable Interest Rate shall be -3- calculated on a 30/360 basis, and charged for each day after the due date that such payment remains unpaid. TAX EXEMPT STATUS: The Bonds will be a tax-exempt financing such that the interest component of payments will be excluded from the gross income calculations of the Purchaser's federal and state taxes. The Issuer covenants and agrees to comply with all requirements of the Code and other rules, laws, regulations and promulgations necessary to keep the interest portion exempt from such income taxes. In the event that the interest income on the Bonds is included in the Purchaser's federal and state gross income tax calculations for any reason not related to an act or omission on the part of the Purchaser, a per annum interest rate not to exceed 6.30% (the "Taxable Interest Rate") will be due on the outstanding principal of the Bonds, together with any fees, fines or penalties,that results in the Purchaser's interest income being deemed taxable by the IRS. The Purchaser has not provided, nor will it provide tax or accounting advice to the Issuer regarding this transaction or the treatment thereof for tax and accounting purposes. The Purchaser is not a registered financial advisor, nor registered with IRMA, the MSRB or as broker -dealer in securities. The Issuer has obtained independent tax, financial advisory, securities and accounting advice as it deems necessary. An 8038-G will be provided with respect to the Bonds issued in connection herewith. PREPAYMENT: The Bonds will not be subject to prepayment prior to October 1, 2028 (the "No Call Period"). On or after October 1, 2028 the Issuer will be able to prepay the Bonds in whole on any payment date following 30 days' prior written notice at par. LEGAL OPINION: The Issuer's counsel shall furnish Purchaser with a validity and tax opinion covering, inter alia, the tax- exempt nature of this transaction, the ability of the Issuer to issue the Bonds, and the approval of the documentation used in connection therewith. This opinion shall be in a form and substance satisfactory to Issuer and its counsel. DOCUMENTATION: The documentation will be prepared by the Issuer's counsel and is subject to review, reasonable negotiation and approval by Purchaser, and its counsel. The Issuer will be responsible for a $1,500 fee to Purchaser, which -4- Purchaser will be applied to Purchaser's legal and other transaction costs. Documentation shall include all standard representations, warranties, and covenants typically associated with a transaction of this nature, including any requirements of the Purchaser's final credit approval. REGISTRATION: CUSIP numbers will not be required or assigned to this issuance. DUE DILIGENCE: This proposal shall not be construed as a commitment to lend by Purchaser and is subject to final credit approval by the Signature Public Funding Corp. and Signature Bank and approval of the definitive documentation for the transaction in Signature Public Funding Corp.'s sole discretion. To render a final credit decision, the Issuer shall provide Purchaser with the information requested above. Any and all capitalized terms not specifically defined herein shall be given their meaning under the Bond Documents. 572 PROPOSAL & TERMS SHEET: PROPOSAL ACCEPTANCE City of Dania Beach, Florida ACCEPTANCE BY Issuer: The Proposal & Terms Sheet submitted by Signature Public Funding Corp., has been reviewed, agreed to, and accepted by City of Dania Beach, Florida, on , 2022. AGREED AND ACCEPTED: City of Dania Beach, Florida Name: Title: M EXHIBIT `B" FORM OF LOAN AGREEMENT RESOLUTION #2022-095 LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is made and entered into as of June 16, 2022, and is by and between the City of Dania Beach, Florida, a Florida municipal corporation, and its successors and assigns (the "City"), and Signature Public Funding Corp., a New York corporation (the "Lender"), or it's assignee of the hereinafter defined Note; WHEREAS, on May 24, 2022, the City Commission of the City (the "Commission") enacted Ordinance No. 2022-022 (the "Expenditure Ordinance") authorizing the expenditure of funds for the purpose of funding the removal and replacement of approximately 365 existing solar light fixtures and equipment (the "Project") and on June 14, 2022, the Commission adopted Resolution No. 2022-_ (the "Note Resolution"), approving a loan from the Lender and the issuance of a Note in the principal amount not to exceed $1,500,000 for the purpose of financing all or a portion of the costs of the Project and paying costs of issuance of the Note: and WHEREAS, the City 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 Lender to be used to finance a portion of the costs of the Project and pay the costs of issuance of the Note; and WHEREAS, the obligation of the City to repay such Loan shall be evidenced by the delivery of its $1,345,000 Capital Improvement Non -Ad Valorem Revenue Note, Series 2022B (the "Note") to the Lender in the principal amount of the Loan; and WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Expenditure Ordinance, the Note Resolution and this Agreement; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Note Resolution. NOW, THEREFORE, the parties hereto, intending to be legally bound by this Agreement and in consideration of the mutual covenants hereinafter contained, DO 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 Note 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 Part II of Chapter 166, Florida Statutes, as amended, the Charter of the City, and other applicable provisions of law. "Ad Valorem Revenues" means all revenues generated from ad valorem taxation on real or personal property of the City less ad valorem revenues generated to pay debt service on voted debt. "Agreement" means this Loan Agreement and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Audit" means the audited financial statements of the City. "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. "Business Day" means any day which is not a Saturday, Sunday or other day on which the Lender is lawfully closed. "Clerk" means the Clerk or any Deputy Clerk of the City. "Dated Date" means the date of issuance of the Note. "Debt" means at any date (without duplication) all of the following to the extent that they are guaranteed or secured by or payable in whole or in part from any Non -Ad Valorem Revenues (a) all obligations of the City for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments; (b) all indebtedness of other persons to the extent guaranteed by, the Non -Ad Valorem Revenues of the City; and (c) any obligation of the City for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments where the security provided by the Non -Ad Valorem Revenues is not the primary security for the obligation or is a backup pledge for the obligation; provided, however, if with respect to any obligation contemplated in (b) or (c) above, such obligation shall not be considered 'Debt" for purposes of this Agreement unless the City has actually used Non -Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non -Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt' as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt' until the City has not used any Non -Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Default Rate" means the rate to be imposed upon the Note, from and after (30) days from the occurrence of a default in the payment of principal of, or interest on the Note or other payment due hereunder, which is 6.30%. "Determination of Taxability" means 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 due to the action or inactions of the City and not due to a change in tax law or any action or inaction of the Lender, any interest payable on this Note is includable in the gross income of the Holder. No such decree or action shall be considered final for the purposes of this paragraph unless the City has been given written notice thereof from the Internal Revenue Service or the United States Treasure Department, as applicable and, if it is so desired by the City and is legally permissible, the City has been afforded the opportunity to contest the same, at its own expense, either directly or in the name of the Holder and until the conclusion of any appellate review, if sought. 2 "Essential Government Services" means the City's general government and public safety expenses as reported in the City's Audit. "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. "General Fund Revenues" means total revenues of the City derived from any source whatsoever and that are allocated to and accounted for in the general fund of the City's Audit. "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 Note from time to time, initially the Lender. "Interest Payment Date" means each April 15 and October 15, commencing October 15, 2022. "Interest Rate" means 3.133% per annum, subject to adjustment as provided in Section 8.2 hereof and in the Note. "Loan" means the outstanding principal amount of the Note issued hereunder. "Loan Documents" means this Agreement, the Note, the Note 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. "Maturity Date" means October 15, 2032. "Maximum Annual Debt Service" means, with respect to the Note, together with any Debt, the maximum aggregate principal of and interest due on such obligations in any Fiscal Year. "Mayor" means the Mayor of the City and such other person as may be authorized to act on his or her behalf. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source other than ad valorem taxation on real or personal property accounted in the General Fund and which are legally available to make the payments required under this Agreement. "Note Counsel" means Weiss Serota Helfman Cole & Bierman, P.L. or such other 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 selected by the City. "Note Payment Dates" mean each Interest Payment Date and Principal Payment Date on the Note. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Principal Payment Date" means each October 15, commencing on October 15, 2023 and thereafter until the Maturity Date. "Reimbursement Resolution" means Resolution No. 2021-187, adopted by the Commission on December 14, 2021 declaring its official intent to issue obligations to pay the cost of the Project. "State" means the State of Florida. 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 Lender 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 Note in the manner contemplated by this Agreement, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The City may lawfully issue the Note in order to finance a portion of the costs of the Project and pay costs of issuance of the Note. 4 Section 2.2 Authorization of Loan. The City has full legal right, power, and authority to adopt the Note Resolution and to execute and deliver this Agreement, to issue, sell, and deliver the Note to the Lender, and to carry out and consummate all other transactions contemplated by this Agreement 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 Note Resolution and the Expenditure Ordinance, 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 Note to the Lender, 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 Note. The City has duly adopted the Note Resolution and authorized the execution, delivery, and performance of the Note 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 Note, upon the execution and delivery to the Lender, constitutes the legal, valid and binding obligation of the City enforceable in accordance with its terms and the terms of the Note Resolution, and are entitled to the benefits and security of the Note 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 Note 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 Aureements. 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. Upon the execution and delivery of the Loan Documents each constitutes the legal, valid and binding obligation of the City enforceable in accordance with their respective terms. Section 2.4 Litization, 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 Note or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated by this Agreement, the Note or any of the other Loan Documents. 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 Lender 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 Note 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 Note will be used only to finance the Project and pay the costs of issuance of the Note. The City represents and warrants that, as of the date of issuance of the Note, there are no other bonds, notes or obligations of the City secured by a covenant to budget and appropriate legally available Non -Ad Valorem Revenues, in the manner contemplated by this Agreement and the Note Resolution. (b) Notice of Defaults. The City shall within ten (10) days after it acquires knowledge thereof, notify the Lender 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 Lender with such written notice, a detailed statement by the City Manager or Chief Financial 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 Lender 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) 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 Lender, provide evidence of such coverage to the Lender. (f) Comply with Laws. The City is in compliance with and shall comply with all applicable federal, state and local laws and regulatory requirements. (g) Taxes. The City is a tax exempt municipal corporation under the laws of the State; however, in the event the Note, this Agreement or any other Loan Document should be subject to the excise tax on documents or any intangible personal property tax, or any similar tax, of the State, the City shall pay such taxes or reimburse the Lender for any such taxes paid by it. (h) Investments. The City shall invest only in obligations permitted by Section 218.415, Florida Statutes or pursuant to the City's investment policy. G7 (i) Anti -Money Laudering. The City agrees to observe and comply, to the extent applicable, with all anti -money laundering laws, rules and regulations including, without limitation, regulations issued by the Office of Foreign Assets Control of the United States Department of Treasury and the Financial Crimes Enforcement Network of the U.S. Department of Treasury. (j) Bank Secrecy Act. The City shall provide to the Lender such information as the Lender may require to enable the Lender to comply with its obligations under the Bank Secrecy Act of 1970, as amended ("BSA"), or any regulations enacted pursuant to the BSA or any regulations, guidance, supervisory directive or order of the New York State Department of Financial Services or Federal Deposit Insurance Corporation. (k) USA Patriot Act. The City agrees to provide to the Lender any financial statements, licenses, identification, and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Parties acknowledge that a portion of the identifying information set forth herein is being requested by the Lender in connection with Title III of the USA Patriot Act, Pub.L. 107-56 (the "Patriot Act"), and the City agrees to provide any additional information requested by the Lender in its sole discretion in connection with the Patriot Act or any other legislation, regulation, regulatory order or published guidance to which the Lender or Signature Bank is subject, in a timely manner. Section 3.2 Lender Fees and Expenses. The City agrees to the fees of counsel to the Lender in connection with the issuance of the Note in the amount of $1,500.00, said amount to be due and payable upon the issuance of the Note. Section 3.3 Reizistration and Exchange of Note; Persons Treated as Holder. So long as the Note shall remain unpaid, the City will keep books for the registration and transfer of the Note. The Lender shall not assign, transfer, convey, or otherwise dispose of the Note, or any or all of its rights, title or interest therein, to any person, company or corporation without prior written notice to the City and upon compliance with all federal and state securities laws applicable; provided, however, the Lender may allow for affiliates of the Lender to participate in the Note. The Note may only be transferred to an "Accredited Investor" as such term is defined in the Securities Act of 1933, as amended, and regulation D thereunder or a "Qualified Institutional Buyer" as that term is defined under rule 144A of the Securities and Exchange Commission. Upon receipt of the written notice of the Holder, the Note 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 Note in form reasonably satisfactory to the City and with guaranty of signatures reasonably 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. The Note is to be issued as a single Note and may be exchanged for a Note of the same principal amount and maturity in whole but not in part. No transfer or exchange of any Note shall be effective until entered on the registration books maintained by the City. The City may deem and treat the person in whose name any Note shall be registered upon the books of the City as the absolute Holder of such Note, whether such Note shall be overdue or 7 not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note 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 Note to the extent of the sum or sums so paid in good and indefeasible funds. The Note, the principal of and interest on which have been paid, either at or prior to maturity, and all other obligations owed to the Lender under the Loan Documents have been paid, shall be delivered to the City when such full payment is received by the Lender in good and indefeasible funds, and shall thereupon be cancelled. Section 3.4 Payment of Principal and Interest. The City promises that it will promptly pay the principal of and interest on the Note at the place, on the dates and in the manner provided therein, including via wire transfer if requested by the Holder, according to the true intent and meaning hereof and thereof, provided that the principal of and interest on the Note is secured solely as provided in Sections 3.5 hereof, and nothing in the Note or in this Agreement shall be construed as pledging any other funds or assets of the City to such payment or authorizing such payment to be made from any other source. The Note shall not be or constitute a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida, but shall be payable solely from and secured in the manner and to the extent provided in Sections 3.5. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property to pay such Note or the interest thereon, nor shall any Holder be entitled to payment of such principal and interest from any other funds of the City other than the Non -Ad Valorem Revenues actually budgeted, appropriated and deposited in the Note Fund, established pursuant to Section 6.1 hereof. Nothing in this Section; however, shall be construed to prevent the City from using any legally available funds to make the payments on the Note. Section 3.5 Covenant to Budget and Appropriate. The City covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance with their terms during such Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any specific services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues; provided, however, the City shall not materially diminish its ability to generate and collect Non - Ad Valorem Revenues. Except as provided in Section 6.4 of this Agreement, such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenue is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Agreement; subject, however, in all respects to the terms of this Agreement and the restrictions of Section 166.241, Florida Statutes; and subject, further, to the payment of services and programs which are for Essential Government Services affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 3.6 Anti -Dilution; Issuance of Additional Obli!ations. Prior to the incurrence of additional Debt secured by or payable from Non -Ad Valorem Revenues, the Non - Ad Valorem Revenues available to pay debt service on the Note and other Debt, if any, shall cover Maximum Annual Debt Service on the Note and Maximum Annual Debt Service on any proposed or actual Debt by at least two times. The calculation required by the immediately preceding sentence shall be determined using the actual Non -Ad Valorem Revenues, Essential Government Services and Ad Valorem Revenues for the prior Fiscal Year based on the City's annual Audit. For clarification purpose, the calculation shall be the sum of Ad Valorem Revenues plus Non -Ad Valorem Revenues minus Essential Governmental Services equals Non - Ad Valorem Revenues available to pay debt service on the Note. For purposes of the foregoing calculation, Maximum Annual Debt Service on the Note and Maximum Annual Debt Service on Debt shall be calculated on an aggregate basis whereby the annual debt service for each is combined and the overall Maximum Annual Debt Service is determined. For purposes of the foregoing test contained in this Section 3.6, the calculation of Maximum Annual Debt Service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual Maximum Annual Debt Service, and, with respect to Debt which bears interest at a variable interest rate, Maximum Annual Debt Service on such Debt shall be determined assuming that interest accrues on such Debt as follows: (a) any outstanding variable rate Debt will be assumed to bear interest at 0.5% per annum over the actual interest rate borne by such Debt for the Fiscal Year preceding the date of calculation and (b) any additional variable rate debt proposed to be issued will be assumed to bear interest at 0.5% per annum over the actual interest rate borne by such Debt on the date of issuance of such Debt. Notwithstanding the foregoing, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined herein, Maximum Annual Debt service on such Debt shall be determined assuming such Debt is amortized over 25 years from its original date of issuance on an approximately level debt service basis. Prior to the issuance of any Debt subsequent to the date of this Agreement, the City shall provide a certification to the Holder that evidences compliance with this provision upon the issuance of such proposed Debt taking into account such additional Debt and that no Event of Default is existing under this Agreement. Section 3.7 Prepayment. Upon written notice to the Holder given by the City at least thirty (30) days prior to the date fixed for prepayment, the City shall be entitled to prepay the Note prior to maturity in whole, but not in part, on any Interest Payment Date on or after October 0 15, 2025 at 101% of the amount prepaid and on or after October 15 2028 at par with no additional prepayment charge or premium. Section 3.8 Business Days. In any case where the due date of interest on or principal of the Note 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 succeeding Business Day, provided that credit for payments made shall not be given, and interest shall continue to accrue on principal, until the payment is actually received by the Lender. Section 3.9 Officers and Employees of the City Exempt from Personal Liabilitv. No recourse under or upon any obligation, covenant or agreement of this Agreement or the Note 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 Note is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the 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 Note on the part of the City. Section 3.10 Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note 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 mutilated Note so surrendered shall be canceled. ARTICLE IV CONDITIONS OF LENDING Section 4.1 Conditions of Lending. The obligations of the Lender 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 10 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 Lender shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Lender (such satisfaction to be evidenced by the purchase of the Note by the Lender): (i) The opinion of the City Attorney regarding the due authorization, execution, delivery, validity and enforceability of this Agreement and the Note, the City's power to incur the debt evidenced by the Note and the due adoption of the Note Resolution and enactment of the Expenditure Ordinance; (ii) The opinion of Note Counsel to the effect that (A) the Note constitutes a valid and binding limited obligations of the City, enforceable in accordance with its terms and (B) Under existing statutes, regulations, rulings and judicial decisions, interest on the Note is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under the Internal Revenue Code of 1986, as amended (the "Code"); (iii) Certified copies of the Note Resolution and the Expenditure Ordinance; (iv) A certificate or certificates of the City relating to (i) the Expenditure Ordinance and the Note Resolution authorizing the execution, delivery and performance of the City with respect to the Note, (ii) incumbency and specimen signatures of officers, and (iii) such other matters as the Lender may reasonably require; (v) 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 the transactions contemplated by, or the validity or enforceability of, the Expenditure Ordinance or the Note Resolution; (vi) A certificate of the City certifying compliance with Section 3.6 hereof; and (vii) Such additional supporting documents as the Lender may reasonably request. (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, 2021. 11 ARTICLE V THE LOAN; CITY'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS Section 5.1 The Loan. The Lender agrees to loan to the City the amount of $1,345,000 to be evidenced by the Note, to provide funds to finance a portion of the costs of the Project and pay costs of issuance of the Note upon the terms and conditions set forth in the Note 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 Note. To evidence the Loan, the City shall issue and deliver to the Lender the Note in the form attached hereto as Exhibit "A". ARTICLE VI APPLICATION OF BOND PROCEEDS AND CREATION OF ACCOUNTS Section 6.1 Note Fund. There is created a fund, entitled "City of Dania Beach, Florida, Capital Improvement Non -Ad Valorem Revenue Note, Series 2022B Note Fund" (the "Note Fund"). There shall be deposited into the Note Fund on or before each Note Payment Date sufficient amounts of Non -Ad Valorem Revenues as specified in Sections 3.5 hereof which, together with the amounts already on deposit therein, will enable the City to pay the principal of and interest coming due on the Note on each Note Payment Date. Moneys in the Note Fund shall be applied on each Note Payment Date to the payment of principal of and interest on the Note coming due on each such date. Section 6.2 Proiect Fund. There is created a separate fund entitled "City of Dania Beach, Florida Capital Improvements Non -Ad Valorem Revenue Note, Series 2022B Project Fund," which shall be used only for payment of the Costs of the Project, including reimbursing the City for certain expenditures previously made for Costs of the Project, if any. Moneys in the Project Fund, until applied in payment of any item of the Costs of the Project or to pay interest on the Note in the manner hereinafter provided, shall be held in trust by the City, and shall be subject to a lien and charge in favor of the Holder of the Note and for the further security of such Holder. Section 6.3 Rebate Fund. The City covenants and agrees to establish a special fund to be known as the "City of Dania Beach, Florida Capital Improvements Non -Ad Valorem Revenue Note, Series 2022B Rebate Fund," which shall be held in trust by the City and used solely to make required rebates to the United States and the Holder shall have no right to have the same applied for principal and interest on the Note. The City agrees to undertake all actions required of it in its arbitrage certificate relating to the Note, including, but not limited to: (a) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (b) depositing the amount determined in clause (a) above into the Rebate Fund; 12 (c) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the City such amounts as shall be required by the Code to be rebated to the United States Treasury; and (d) keeping such records of the determinations made pursuant to this Section 6.3 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Note. The provisions of the above -described arbitrage certifications may be amended without the consent of any Holder from time to time as shall be necessary, in the opinion of Note Counsel, to comply with the provisions of the Code. Section 6.4 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. Additionally, money's in the Note Fund and Project Fund shall be subject to a first priority lien in favor of the Holder until such funds have been applied or used in accordance with this Loan Agreement. 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 6.5 Application of Note Proceeds. The proceeds received upon the sale of the Note shall be deposited in the Project Fund and applied simultaneously with the delivery of the Note, as follows: (a) The City shall first use the proceeds from the Note to pay the costs of issuance of the Note. (b) The remainder of the proceeds of the Note shall be used to reimburse costs of the Project incurred by the City prior to the issuance of the Note but incurred not earlier than 60 days prior to adoption of the Reimbursement Resolution and to pay the costs incurred with respect to the Project. ARTICLE VII SPECIAL COVENANTS Section 7.1 Financial Statements. The City shall, promptly upon receipt by the City or within two hundred seventy (270) days of each Fiscal Year end, whichever is sooner, provide the Holder with a printed copy of its annual financial statements for such year, prepared in accordance with generally accepted accounting principles together with an audit report of a certified public accountant containing no qualification that is not acceptable to the Holder. The 13 City shall also provide to the Holder, within thirty (30) days of its adoption, its current year operating budget, and, upon request, any financial or other information reasonably requested by such Holders. Section 7.2 Tax Representations, Warranties And Covenants Of The City. Notwithstanding anything herein to the contrary, the City 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 Note to be and remain excluded from the gross income of the Holder for federal and State 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 Note 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 acknowledges responsibility to take all reasonable actions necessary to comply with these requirements. The City agrees and covenants that it shall not permit at any time or times any of the proceeds of the Note 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 Note to be 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 Note, 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 Note. 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. 14 Section 7.3 Additional Tax Covenants of The City. For so long as the Note remains outstanding, the City 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 Note or any investment earnings thereon in a manner that will result in the Note becoming "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 Note (including any amounts used to pay costs associated with issuing the Note), 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 Note, 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, lease or provide services with respect to more than 10% of the project financed or refinanced with the proceeds of the Note (a "Service Contract"), unless the guidelines set forth in Revenue Procedure 2017-13 (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 Note 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 Note and the Prior Notes shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest on the Note 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 Note 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 15 (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. Section 7.4 Invoices for Note Payments. The Lender agrees to provide the City by mail or e-mail (as directed by the City) with an invoice at least 10 days prior to each Note Payment Date setting forth the amount of principal and interest due on the Note on such Note Payment Date. Failure by the Lender to provide such invoice shall not relieve the City of its obligation to make the payments required by this Agreement and the Note when due. 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 Note after the same shall become due and payable, whether by maturity, or otherwise; or (b) The City shall default in the performance of or compliance with any term or covenant contained in the Loan Documents, other than a term or covenant a default in the performance of which or noncompliance with which is dealt with in Section 8.1(a), which default or non-compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the City by the Lender; or (ii) the Lender is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.1(b) of this Agreement, whichever is earlier; or (c) The City shall fail to comply with Section 3.1(b), (d) or (e) or Sections 7.2 or 7.3 hereof, or 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; provided, however, that a Determination of Taxability shall not be deemed an Event of Default so long as the City either cures the events giving rise to the Determination of Taxability within 30 days and/or complies with its requirement to pay interest at the Taxable Rate (as defined in the Note); 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 LEO (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. Section 8.2 Effect of Event of Default. If an Event of Default shall have occurred and be continuing, the Holder may: (a) demand all payments then due and owing hereunder; (b) enforce and perfect its rights in the Project Fund or Note Fund; and (c) proceed to protect and enforce its other rights hereunder and all duties of the City hereunder by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or for enforcement of any proper legal or equitable remedy as such Holder shall deem most effectual to protect and enforce the rights aforesaid. While an Event of Default shall have occurred and be continuing, the Note shall bear interest at the Default Rate, until paid or cured. ARTICLE IX MISCELLANEOUS Section 9.1 No Waiver; Cumulative Remedies. No failure or delay on the part of the Lender or the City in exercising any right, power, remedy hereunder, or under the Note or other Loan Documents shall operate as a waiver of the City's or Lender'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 9.2 Amendments, Changes or Modifications to the Agreement. This Agreement shall not be amended, changed or modified except by written instrument between the Lender and the City. The City agrees to pay all of the Lender's costs and reasonable attorneys' fees incurred in modifying and/or amending this Agreement at the City's request or behest. Section 9.3 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 9.4 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 by this Agreement be effected and the obligations contemplated by this Agreement be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 9.5 Term of Agreement. Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein 17 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 Note is outstanding. Section 9.6 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. In each case notice shall be sent to: If to the City: Ana M. Garcia, City Manager City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 Phone: (954) 924-6800 E-mail: agarcia@daniabeachfl.gov Copy to: Eve A. Boutsis, City Attorney City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 Phone: (954) 924-6800 E-mail : eboutsisgdaniabeachfl.g_ov- If to the Lender: Signature Public Funding Corp., 600 Washington Avenue, Suite 305 Towson, Maryland 21204 Attn: Senior Managing Director Phone: 410-704-0027 E-mail: dkeough@signatureny.com or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 9.6. Section 9.7 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 9.8 Bindine Effect, Asshmment. 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 its rights or obligations hereunder without the prior written consent of the Lender. Section 9.9 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 9.10 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. 18 Section 9.11 Attorneys Fees. To the extent legally permissible, the City and the Lender agree that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Note Resolution (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party. Section 9.12 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 9.13 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 9.14 Waiver of Jury Trial. THE CITY AND THE LENDER 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 NOTE OR THE NOTE RESOLUTION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CITY AND THE LENDER TO ENTER INTO THIS AGREEMENT. [remainder of page intentionally left blank] 19 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the date of first set forth above. [SEAL] ATTEST: Thomas Schneider, CMC, City Clerk Approved as to form and correctness: LION Eve A. Boutsis, City Attorney CITY OF DANIA BEACH, FLORIDA am Ana M. Garcia, City Manager Tamara James, Mayor SIGNATURE PUBLIC FUNDING CORP. 20 Donald S. Keough Senior Managing Director EXHIBIT "A" [FORM OF NOTE] ANY HOLDER OF THIS NOTE SHALL AT THE TIME OF TRANSFER BE AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER OR A "QUALIFIED INSTITUTIONAL BUYER" AS THAT TERM IS DEFINED UNDER RULE 144A OF THE SECURITIES AND EXCHANGE COMMISSION. No. R-1 $1,345,000 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DANIA BEACH CAPITAL IMPROVEMENT NON -AD VALOREM REVENUE NOTE, SERIES 2022B Interest Rate Maturity Date Dated Date 3.133%* October 15, 2032 June 16, 2022 Holder: Signature Public Funding Corp. Principal Amount: One Million Three Hundred Forty-five Thousand Dollars ($1,345,000) * Subject to adjustment as provided herein KNOW ALL MEN BY THESE PRESENTS, that the City of Dania Beach, Florida (the "City"), for value received, promises to pay to the Holder shown above, or registered assigns (the "Lender"), from the sources hereinafter mentioned, the Principal Amount specified above plus interest at the Interest Rate specified above, subject to adjustment as provided herein. Subject to the rights of prior prepayment described in this Note, the Note shall mature on the Maturity Date specified above. Payments due hereunder shall be made, without surrender and presentation, to Lender 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. This Note is issued under authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as amended, the Charter of the City, Ordinance No. 2022-022 duly enacted by the City Commission on May 24, 2022, Resolution No. 2022- duly adopted by the City Commission on June 14, 2022 (the "Note Resolution") and a Loan Agreement, dated of even date herewith, between the City and the Lender (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 Note. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. NZI This Note is issued for the purpose of financing a portion of the costs of the removal and replacement of approximately 400 existing solar light fixtures and equipment and paying costs of issuance of the Note. The principal on this Note shall be due and payable on October 15 of each year (each, a "Principal Payment Date"), beginning October 15, 2023, through and including October 15, 2032 (the "Maturity Date"), in the principal amounts set forth on the payment schedule attached hereto and incorporated herein by reference.. This Note shall bear interest on the outstanding principal balance from its Dated Date at the Interest Rate specified above, subject to adjustment as provided below. Interest on this Note shall be due and payable on April 15 and October 15 of each year (each, an "Interest Payment Date") beginning on October 15, 2022 until the Maturity Date in the amounts set forth on the payment schedule attached hereto, unless subject to adjustment and provided herein. 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 Note shall apply first to accrued interest, then to other charges due the Lender, and the balance thereof shall apply to the principal sum due. Interest on the Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Upon the occurrence of an Event of Default and until cured this Note shall bear interest after (30) days from the payment date at the Default Rate, which is 6.30%. In the event of a Determination of Taxability, the interest rate payable hereunder shall increase to a per annum interest rate of not more than 6.30% (the "Taxable Rate"), effective retroactively to the date on which such Determination of Taxability was made. In addition, upon a Determination of Taxability, the City agrees to pay to the Holder, subject to such Determination of Taxability, the Additional Amount upon demand. "Additional Amount" means (i) the difference between (a) interest on this Note for the period commencing on the date on which the interest on this Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note (the "Taxable Period") at a rate per annum equal to the Taxable Rate, and (b) the aggregate amount of interest paid on this Note for the Taxable Period under the provisions of this Note 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. As used herein, "Determination of Taxability" has the meaning set forth in the Loan Agreement. No such decree or action of any court, the Internal Revenue Service or of the United States Treasury Department, as applicable shall be considered final for the purposes of this paragraph unless the City has been given written notice thereof from such court, the Internal Revenue Service or of the United States Treasury Department, as applicable, and, if it is so desired by the City and is legally permissible, the City has been afforded the opportunity to contest the same, at its own expense, either directly or in the name of the Holder and until the conclusion of any appellate review, if sought. A-2 The principal of and interest on this Note 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. Upon written notice to the Holder given by the City at least thirty (30) days prior to the date fixed for prepayment, the City shall be entitled to prepay the Note prior to maturity in whole, but not in part, on any Interest Payment Date on or after October 15, 2025 at 101% of the principal amount to be prepaid and on or after October 15, 2028 at par with no additional prepayment charge or premium. Reference is made to the Loan Agreement for the provisions, among others, relating to the terms, lien and security of the Note, the custody and application of the proceeds of the Note, the rights and remedies of the Holder of the Note, 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 Note. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT. It is further agreed between the City and the Holder of this Note that neither the members of the Governing Body of the City nor its officers, agents and/or employees nor any person executing the Note shall be liable personally on the Note by reason of its issuance. The original registered Holder, and each successive registered Holder of this Note shall be conclusively deemed to have agreed and consented to all of the terms and conditions of the Loan Agreement. It is 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 Note 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. A-3 IN WITNESS WHEREOF, the City of Dania Beach, Florida has caused this Note 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 16t' day of June, 2022. CITY OF DANIA BEACH, FLORIDA [SEAL] By: ATTEST: By: Thomas Schneider, CMC, City Clerk APPROVED AS TO FORM Eve A. Boutsis, City Attorney A-4 Ana M. Garcia, City Manager Tamara James, Mayor FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto the within Note and all rights thereunder, and irrevocably constitutes and appoints attorney to transfer the within Note in the books kept by the City for the registration thereof, with full power of substitution in the premises. Date: SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION NUMBER OF ASSIGNEE NOTICE: The signature of this assignment must correspond with the name as it appears upon the within Note in every particulate, or any change whatever. [Form of Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, 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: Date: Assignee: By: Title: Payment: A-5 AMORTIZATION SCHEDULE To City of Dania Beach Capital Improvement Non -Ad Valorem Revenue Note, Series 2022B Dated June 16, 2022 Payment Date Principal Amount Interest Amount* 10/15/2022 $ 0.00 $ 13,929.23 04/15/2023 0.00 21,069.43 10/15/2023 115,000.00 21,069.43 04/ 15/2024 0.00 19,267.95 10/15/2024 120,000.00 19,267.95 04/15/2025 0.00 17,388.15 10/15/2025 125,000.00 17,388.15 04/15/2026 0.00 15,430.03 10/15/2026 130,000.00 15,430.03 04/15/2027 0.00 13,393.58 10/15/2027 130,000.00 13,393.58 04/15/2028 0.00 11,357.13 10/15/2028 135,000.00 11,357.13 04/15/2029 0.00 9,242.35 10/15/2029 140,000.00 9,242.35 04/15/2030 0.00 7,049.25 10/15/2030 145,000.00 7,049.25 04/15/2031 0.00 4,777.83 10/15/2031 150,000.00 4,777.83 04/15/2032 0.00 2,428.08 10/15/2032 155,000.00 2,428.08 *Subject to adjustment following an Event of Default or Determination of Taxability A-6